UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
MARCH 3, 2005
Date of Report (date of earliest event reported)
THE BUCKLE, INC.
(Exact name of Registrant as specified in its charter)
NEBRASKA 001-12951 47-0366193
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
No.)
2407 WEST 24TH STREET, KEARNEY, NEBRASKA 68845-4915
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (308) 236-8491
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(Former name, former address and former fiscal year
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 2.02 Results of Operations and Financial Condition
ITEM 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Complete Interim Review
ITEM 9.01(c) Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On March 3, 2005, The Buckle, Inc. announced financial results for its fourth
quarter ended January 29, 2005. The full text of the press release is furnished
as Exhibit 99.1 to this report.
The information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), as amended, and shall not
be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as set forth by specific reference in such
filing.
ITEM 4.02(a). NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETE INTERIM REVIEW
On March 3, 2005, The Buckle, Inc. announced that it will make corrections to
its accounting for leases following review of the guidance set forth in the
SEC's February 7, 2005, letter from the Office of the Chief Accountant to the
Center for Public Company Audit Firms which clarified certain issues related to
the accounting for operating leases and leasehold improvements. The Company has
determined that its method of accounting for construction allowances and rent
holidays is not consistent with the accounting as described in the SEC's letter
and is also correcting its financial statements for other adjustments to
straight-line rent expense.
In prior periods, the Company reported the unamortized portion of construction
allowances from landlords as a reduction of property and equipment on its
balance sheet rather than as a deferred rent credit. In addition, the Company's
past statements of cash flows reported construction allowances as a reduction of
capital expenditures within cash flows from investing activities, rather than
cash flows from operating activities.
Also in prior periods, the Company recognized rent expense for leases beginning
on the opening date of store operations, which had the effect of excluding the
store build-out period (during which the Company typically makes no rent
payments) from the period used for calculating rent.
The Company's statements of income and selected financial data included in its
March 3, 2005, press release reflect the above referenced corrections in its
lease accounting policies. Additionally, The Buckle is in the process of
finalizing its analysis of the impact of these lease accounting changes and will
restate the Company's financial statements as of January 31, 2004, and February
1, 2003, and for the fiscal years ended January 31, 2004, February 1, 2003, and
February 2, 2002, previously issued in its Annual Report on Form 10-K once the
Company's analysis has been finalized. The Buckle will also restate the
Company's financial statements as of and for the interim fiscal periods ended
October 30, 2004, July 31, 2004, May 1, 2004, November 1, 2003, August 2, 2003,
and May 3, 2003, previously issued on Forms 10-Q. Accordingly, these financial
statements and related auditors' reports should no longer be relied upon. The
Company plans to quantify these restatements in a Form 10-K/A and Forms 10-Q/A
to be filed with the SEC as soon as administratively possible. Investors or
other interested parties should refer to the Company's filings on Form 10-K/A
and Forms 10-Q/A, upon filing with the SEC, for amended information.
We have reviewed the accounting treatment and disclosures referred to in this
Item 4.02(a) and discussed such treatment and disclosures with Deloitte & Touche
LLP, the Company's independent registered public accounting firm.
For additional information concerning the Company's lease accounting
corrections, please refer to the Company's March 3, 2005, press release
furnished as Exhibit 99.1 to this report.
ITEM 9.01(c). FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release Dated March 3, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The Buckle, Inc.
Date: March 9, 2005 By: /s/ KAREN B. RHOADS
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Name: Karen B. Rhoads
Title: Vice President of Finance,
Treasurer and Chief Financial Officer
EXHIBIT INDEX
Exhibit 99.1 Press Release Dated March 3, 2005