BUCKLE INC - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended AUGUST 2, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ____________ to ____________

Commission File Number: 000-20132

THE BUCKLE, INC.
(Exact name of Registrant as specified in its charter)

NEBRASKA 47-0366193
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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

- -----------------------------------------------

(Former name, former address and former fiscal year if changed since last
report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

The number of shares issued of the Registrant's Common Stock, outstanding as of
September 5, 2003 was 21,161,771 shares of Common Stock.

THE BUCKLE, INC.

FORM 10-Q

INDEX

2

THE BUCKLE, INC.
BALANCE SHEETS
(Columnar amounts in thousands)
(Unaudited)

See notes to financial statements.

3

THE BUCKLE, INC.
STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)

See notes to financial statements.

4

THE BUCKLE, INC.
STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)

See notes to financial statements.

5

THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND TWENTY-SIX WEEKS ENDED AUGUST 2, 2003 AND AUGUST 3, 2002
(Unaudited)

1. Management Representation - The accompanying unaudited financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information.
Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States
of America for complete financial statements. In the opinion of management,
all adjustments necessary for a fair presentation of the results of
operations for the interim periods have been included. All such adjustments
are of a normal recurring nature. Because of the seasonal nature of the
business, results for interim periods are not necessarily indicative of a
full year's operations. The accounting policies followed by the Company and
additional footnotes are reflected in the financial statements for the
fiscal year ended February 1, 2003, included in The Buckle, Inc.'s 2002
Annual Report.

2. Description of the Business - The Company is a retailer of medium to better
priced casual apparel, footwear and accessories for fashion conscious young
men and women. The Company operates their business as one reportable
industry segment. The Company had 313 stores located in 37 states
throughout the central, northwestern and southern regions of the United
States as of August 2, 2003, and 300 stores in 37 states as of August 3,
2002. During the second quarter of fiscal 2003, the Company opened three
new stores and substantially renovated seven stores. During the second
quarter of fiscal 2002, the Company opened two new stores and substantially
renovated four stores.

The following is information regarding the Company's major product lines,
stated as a percentage of the Company's net sales:

3. Stock-Based Compensation - The Company has several stock-based employee
compensation plans, which are described more fully in the footnotes
included in the Company's 2002 Annual Report. As of August 2, 2003, 240,135
shares were available for grant under the various plans, of which 108,200
were available to executive officers. The Company accounts for those plans
under the recognition and measurement principles of APB Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations. No
stock-based compensation is reflected in net income, as all options granted
under these plans had an exercise price equal to the market value of the
common stock on the date of grant.

6

THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND TWENTY-SIX WEEKS ENDED AUGUST 2, 2003 AND AUGUST 3, 2002
(Unaudited)

The Company also has a restricted stock plan. During the second quarter of
2003, the Compensation Committee of the Board of Directors of the Buckle,
Inc., granted 169,840 shares of performance-based restricted stock to
certain key members of management, subject to shareholder approval. The
total estimated value of these restricted shares as of August 2, 2003 is
approximately $3.4 million.

These shares are restricted based upon the Company attaining certain
financial performance goals set for the last three quarters of the current
fiscal year, which ends on January 31, 2004. If the Company achieves the
performance goals set, the shares granted will then vest on January 29,
2005, which is the last day of the Company's 2004 fiscal year. The Company
anticipates recording the associated compensation expense ratably through
the completion of the vesting period. The company recorded compensation
expense of $.2 million in the second quarter of fiscal 2003 related to the
restricted stock grant.

The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of
FASB Statement No. 123, Accounting for Stock-Based Compensation, to
stock-based employee compensation.

7

THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND TWENTY-SIX WEEKS ENDED AUGUST 2, 2003 AND AUGUST 3, 2002
(Unaudited)

4. Net Income Per Share - Basic earnings per share data are based on the
weighted average outstanding common shares during the period. Diluted
earnings per share data are based on the weighted average outstanding
common shares and the effect of all dilutive potential common shares,
including stock options.

5. Accounting Pronouncements - In June 2001, the FASB approved the issuance of
SFAS No. 143, Accounting for Asset Retirement Obligations. This Statement
addresses financial accounting and reporting obligations associated with
the retirement of tangible long-lived assets and the associated asset
retirement costs. SFAS No. 143 is effective for the Company beginning
February 2, 2003. The adoption of SFAS No. 143 did not have a significant
impact on the financial position, results of operations, or cash flows of
the Company.

SFAS No. 148, Accounting for Stock-Based Compensation-Transition and
Disclosure, an amendment of FASB Statement No. 123, was issued in December
2002. This Statement amends FASB Statement No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, this Statement amends the
disclosure

8

THE BUCKLE, INC.
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND TWENTY-SIX WEEKS ENDED AUGUST 2, 2003 AND AUGUST 3, 2002
(Unaudited)

requirements of Statement No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on
reported results. As the Company follows Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, the
disclosure-only provisions of the Statement apply to the Company.

SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities, was issued in April 2003. This Statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under
FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. The provisions of this Statement that relate to Statement 133
Implementation Issues that have been effective for fiscal quarters that
began prior to June 15, 2003, should continue to be applied in accordance
with their respective effective dates. In addition, paragraphs 7(a) and
23(a), which relate to forward purchases or sales of when-issued securities
or other securities that do not yet exist, should be applied to both
existing contracts and new contracts entered into after June 30, 2003. The
adoption of SFAS No. 149 is not expected to have a significant impact on
the financial position, results of operations, or cash flows of the
Company.

SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity, was issued in May 2003.
This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously classified as
equity. This Statement concludes the first phase of the Board's
redeliberations of the Exposure Draft, Accounting for Financial Instruments
with Characteristics of Liabilities, Equity, or Both. This Statement is
effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS No. 150 is not
expected to have a significant impact on the financial position, results of
operations, or cash flows of the Company.

FASB Interpretation No. (FIN) 45, Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
of Others, was issued in November 2002. The initial recognition and
measurement provisions should be applied only on a prospective basis to
guarantees issued or modified after December 31, 2002. FIN No. 45 clarifies
the requirements for a guarantor to recognize a liability for a guarantee
at inception of the guarantee. It specifies guarantor's financial statement
disclosures for its obligations under guarantees. Management believes the
adoption of the interpretation did not have a significant effect on the
Company's financial position, results of operations or cash flows of the
Company.

9

THE BUCKLE, INC
NOTES TO FINANCIAL STATEMENTS
THIRTEEN AND TWENTY-SIX WEEKS ENDED AUGUST 2, 2003 AND AUGUST 3, 2002
(Unaudited)

FASB Interpretation No. 46, Consolidation of Variable Interest Entities -
(an Interpretation of ARB No. 51), was issued in January 2003. FIN No. 46
applies immediately to variable interest entities created after January 31,
2003, and is effective in the first fiscal year beginning after June 15,
2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The FIN requires an
enterprise to consolidate a variable interest entity if that enterprise has
a variable interest (or combination of variable interests) that will absorb
a majority of the entity's expected losses if they occur, receive a
majority of the entity's expected residual returns if they occur or both.
Management believes the adoption of the interpretation will not have a
significant effect on the Company's financial position, results of
operations or cash flows of the Company.

6. Comprehensive Income - Unrealized gains and losses on the Company's
available-for-sale securities are included in other comprehensive income,
net of related taxes. There were no available-for-sale securities held
during the first half of fiscal 2003.

10

THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and results of
operations during the periods included in the accompanying financial statements.

RESULTS OF OPERATIONS

The table below sets forth the percentage relationships of sales and various
expense categories in the Statements of Income for each of the thirteen and
twenty-six week periods ended August 2, 2003, and August 3, 2002:

THE BUCKLE, INC.
RESULTS OF OPERATIONS

Net sales increased from $83.5 million in the second quarter of fiscal 2002 to
$85.7 million in the second quarter of fiscal 2003, a 2.6% increase. Comparable
store sales decreased from the second quarter of fiscal 2002 to the second
quarter of fiscal 2003 by $1.1 million or 1.3%. The comparable store sales
decrease resulted partially from a 3.4% decrease in the average price per piece
of merchandise sold compared with the fiscal 2002 second quarter.

Net sales increased from $163.4 million in the first six months of fiscal 2002
to $167.4 million for the first six months of fiscal 2003, a 2.5% increase.
Comparable store sales for the twenty-six weeks ended August 2, 2003 compared to
the twenty-six weeks ended August 3, 2002 decreased $1.7 million or 1.1%. Sales
growth for this twenty-six week period was attributable to the inclusion of a
full six months of operating results for the 11 stores opened in 2002 and the
opening of 9 new stores in the first twenty-six weeks of fiscal 2003. Average
sales per square foot decreased 2.5% from $113.25 to $110.41 for the six months
ended August 2, 2003.

11

THE BUCKLE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Gross profit after buying, occupancy, and distribution expenses increased $0.8
million in the second quarter of fiscal 2003 to $24.6 million, a 3.3% increase.
As a percentage of net sales, gross profit increased from 28.5% in the second
quarter of fiscal 2002 to 28.7% in the second quarter of fiscal 2003. Gross
profit increased $0.5 million for the first twenty-six weeks of fiscal 2003 to
$47.5 million, a 1.2% increase. As a percentage of net sales, gross profit in
the first six months decreased from 28.7% for fiscal 2002, to 28.4% for fiscal
2003. The primary reason for improvement in gross profit as a percentage of net
sales for the second quarter of fiscal 2003 compared to the second quarter of
fiscal 2002 is improvement in actual merchandise margins partially offset by
higher occupancy costs. The decrease in gross profit as a percentage of net
sales for the six month period of fiscal 2003 compared to the same period of
fiscal 2002 was primarily attributable to higher occupancy costs outweighing
improvement in the actual merchandise margins.

Selling expense increased from $15.9 million in the second quarter of fiscal
2002 to $16.4 million for the second quarter of fiscal 2003, a 3.2% increase.
Selling expenses as a percentage of net sales increased from 19.1% for the
second quarter of fiscal 2002 to 19.2% for the second quarter of fiscal 2003.
Year-to-date selling expense rose 6.5% from $30.9 million through the first half
of fiscal 2002 to $33.0 million for the first half of fiscal 2003. As a
percentage of net sales, selling expense in the first six months increased from
18.9% for fiscal 2002, to 19.7% for fiscal 2003. Increases in selling expenses,
as a percentage of net sales, for both the three and six month periods of fiscal
2003 compared to the same periods of fiscal 2002 resulted primarily from higher
payroll expenses with slight improvements in some expense categories.

General and administrative expenses increased from $2.5 million in the second
quarter of fiscal 2002 to $3.4 million for the second quarter of fiscal 2003, a
35.5% increase. As a percentage of net sales, general and administrative
expenses increased from 3.0% for the second quarter of fiscal 2002 to 4.0% for
the second quarter of fiscal 2003. For the first half of fiscal 2003, general
and administrative expense rose 21.8% from $5.1 million for the six months ended
August 3, 2002, to $6.2 million for the six months ended August 2, 2003. As a
percentage of net sales, general and administrative expense increased to 3.7%
for the first half of fiscal 2003 compared to 3.1% for the first half of fiscal
2002. Increases in general and administrative expenses, as a percentage of net
sales, for both the three and six month periods of fiscal 2003 compared to the
same periods of fiscal 2002 resulted primarily from higher payroll expenses and
from a change in the method of allocating airplane expenses.

As a result of the above changes, the Company's income from operations decreased
$0.6 million to $4.7 million for the second quarter of fiscal 2003 compared to
$5.4 million for the second quarter of fiscal 2002, an 11.6% decrease. Income
from operations was 5.5% of net sales for the second quarter of fiscal 2003
compared to 6.4% of net sales for the second quarter of fiscal 2002. Income from
operations, year-to-date through August 2, 2003, was $8.3 million, a $2.6
million decrease from the first half of the prior year. Income from operations
was 5.0% of net sales for the first six months of fiscal 2003 compared to 6.7%
for the first six months of fiscal 2002

For the quarter ended August 2, 2003, other income decreased $0.2 million. For
the six months ended August 2, 2003, other income decreased $0.3 million. Other
income decreased in both the three and six-month periods of fiscal 2003 compared
to the same periods of fiscal 2002 due to a reduction in interest income.

12

THE BUCKLE, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Income tax expense as a percentage of pre-tax income was 36.7% in both the
second quarter and first half of fiscal 2003 compared to 37.2% in both the
second quarter and first half of fiscal 2002.

Liquidity and Capital Resources

The Company's primary ongoing cash requirements are for inventory, payroll, new
store expansion, and remodeling. Historically, the Company's primary source of
working capital has been cash flow from operations. However, the first half of
each fiscal year is typically a period of decreasing cash flows created by
various operating, investing, and financing activities. During the first half of
fiscal 2003 and 2002, the Company's cash flow used by operating activities was
$3.2 and $3.6 million, respectively.

The uses of cash for both twenty-six week periods include payment of annual
bonuses accrued at fiscal year end, changes in inventory and accounts payable
for build up of inventory levels, and construction costs for new and remodeled
stores. The differences in cash flow for the first half of fiscal 2003 compared
to the first half of fiscal 2002 were primarily due to changes in investments
and increased purchases of property and equipment.

The Company has available an unsecured line of credit of $17.5 million with
Wells Fargo Bank, N.A. for operating needs and letters of credit. The note
provides that outstanding letters of credit cannot exceed $10 million.
Borrowings under the line of credit note provides for interest to be paid at a
rate equal to the prime rate established by the Bank. As of August 2, 2003, the
Company had working capital of $144.8 million, including $72.6 million of cash
and cash equivalents and investments of $19.7 million. The Company has, from
time to time, borrowed against this line during periods of peak inventory
build-up. There were minor bank borrowings during the first half of fiscal 2003
and none during the first half of fiscal 2002.

During the first half of fiscal 2003 and 2002 the Company invested $8.5 million
and $4.1 million, respectively, in new store construction, store renovation and
upgrading store technology, net of any construction allowances received from
landlords. The Company also spent approximately $0.5 million and $0.4 million in
the first half of fiscal 2003 and 2002, respectively, in capital expenditures
for the corporate headquarters and distribution center.

During the remainder of fiscal 2003, the Company anticipates completing
approximately twelve additional store construction projects, including
approximately seven new stores and approximately five stores to be remodeled
and/or relocated. As of August 2, 2003, three additional lease contracts have
been signed, and additional leases are in various stages of negotiation.

Management now estimates that total capital expenditures during fiscal 2003 will
be approximately $19.6 million before any landlord allowances estimated to be
$2.8 million. The Company believes that existing cash and cash flow from
operations will be sufficient to fund current and long-term anticipated capital
expenditures and working capital requirements for the next several years.

13

THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon The Buckle, Inc.'s financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
that management make estimates and judgments that affect the reported amounts of
assets and liabilities, and disclosure of contingent assets and liabilities, at
the financial statement date, and the reported amounts of sales and expenses
during the reporting period. The Company regularly evaluates its estimates,
including those related to merchandise returns, inventory, bad debts, health
care costs and income taxes. Management bases its estimates on past experience
and on various other factors that are thought to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

The Company's certain critical accounting policies are listed below.

1. Merchandise Returns. The Company reserves a liability for estimated
merchandise returns at the end of the period. Customer returns could
potentially exceed those reserved for, reducing future net sales results.

2. Inventory. Inventory is valued at the lower of cost or market. Cost is
determined using the average cost method and management makes estimates to
reserve for obsolescence and markdowns that could effect market value,
based on assumptions regarding future demand and market conditions. Such
judgments may have a material impact on current and future operating
results and financial position.

3. Bad Debts. The Company books an allowance for doubtful accounts based upon
historical data and current trends. Management believes the reserve is
adequate; however, customers' ability to pay could deteriorate causing
actual losses to exceed those anticipated in the allowance.

4. Health Care Costs. The Company is self-funded for health and dental claims
up to $80,000 per individual per plan year. This plan covers eligible
employees and management makes estimates at period end to record a reserve
for future claims. The number and amount of claims submitted could vary
from the amounts reserved, effecting current and future net earnings
results.

5. Income Taxes. The Company records a deferred tax asset for future tax
benefits for difference between book and tax revenue and expense
recognition. If the Company is unable to realize all or part of its
deferred tax asset in the future, an adjustment would be charged to income
in the period such determination was made.

14

THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

As referenced in the tables below, the Company has contractual obligations and
commercial commitments that may affect the financial condition of the Company.
Based on management's review of the terms and conditions of its contractual
obligations and commercial commitments, there is no known trend, demand,
commitment, event or uncertainty that is reasonably likely to occur which would
have a material effect on the Company's financial condition or results of
operations. In addition, the commercial obligations and commitments made by the
Company are customary transactions which are similar to those of other
comparable retail companies.

The following tables identify the material obligations and commitments as of
August 2, 2003:

Seasonality and Inflation

The Company's business is seasonal, with the Christmas season (from
approximately November 15 to December 30) and the back-to-school season (from
approximately July 15 to September 1) historically contributing the greatest
volume of net sales. For fiscal years 2000, 2001, and 2002, the Christmas and
back-to-school seasons accounted for approximately 40% of the Company's fiscal
year net sales. Although the operations of the Company are influenced by general
economic conditions, the Company does not believe that inflation has had a
material effect on the results of operations during the twenty-six week periods
ended August 2, 2003, and August 3, 2002.

15

THE BUCKLE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

Information in this report, other than historical information, may be considered
to be forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "1995 Act"). Such statements are made in good
faith by the Company pursuant to the safe-harbor provisions of the 1995 Act. In
connection with these safe-harbor provisions, this management's discussion and
analysis contains certain forward-looking statements, which reflect management's
current views and estimates of future economic conditions, company performance
and financial results. The statements are based on many assumptions and factors
that could cause future results to differ materially. Such factors include, but
are not limited to, changes in product mix, changes in fashion trends,
competitive factors and general economic conditions, economic conditions in the
retail apparel industry, as well as other risks and uncertainties inherent in
the Company's business and the retail industry in general. Any changes in these
factors could result in significantly different results for the Company. The
Company further cautions that the forward-looking information contained herein
is not exhaustive or exclusive. The Company does not undertake to update any
forward-looking statements, which may be made from time to time by or on behalf
of the Company.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has evaluated the disclosure requirements of Item 305 of S-K
"Quantitative and Qualitative Disclosures about Market Risk," and has concluded
that the Company has no market risk sensitive instruments for which these
additional disclosures are required.

ITEM 4. CONTROLS AND PROCEDURES

Internal controls are procedures, effected by a company's board of directors,
management and other personnel, designed to provide reasonable assurance
regarding the achievement of reliability of financial reporting, effectiveness
and efficiency of operations, and compliance with applicable laws and
regulations. Disclosure controls and procedures are internal controls and other
procedures that are designed to ensure that information required to be disclosed
in the reports filed or submitted under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed or
submitted under the Securities Exchange Act of 1934 is accumulated and
communicated to management, including the principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding
required disclosure. As reported in the "Certifications" Section of this
Quarterly Report on Form 10-Q, the Company's principal executive officer and
principal financial officer evaluated the Company's disclosure controls and
procedures as of August 2, 2003, concluding that the Company's disclosure
controls and procedures were effective. There have been no significant changes
in the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the August 2, 2003 evaluation.

16

THE BUCKLE, INC.

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings: None

Item 2. Changes in Securities: None

Item 3. Defaults Upon Senior Securities: None

Item 4. Submission of Matters to a Vote of Security Holders:

(a) May 29, 2003, Annual Meeting

(b) Board of Directors:
Daniel J. Hirschfeld Robert E. Campbell
Dennis H. Nelson William D. Orr
Karen B. Rhoads Ralph M. Tysdal
James E. Shada Bruce L. Hoberman
Bill L. Fairfield David A. Roehr

(d) None

Item 5. Other Information: None

Item 6. Exhibits and Reports on Form 8-K:

(a) Exhibits 32.1 and 32.2 Certifications Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

(b) One report on Form 8-K was filed by the Company during the quarter
ended August 3, 2002. On May 15, 2003, we issued a press release
announcing our first quarter 2003 earnings, filed on Form 8-K with the
SEC on May 16, 2003.

17

THE BUCKLE, INC.

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 thereunto duly authorized.

THE BUCKLE, INC.

Dated: September 12, 2003 /s/ DENNIS H. NELSON
-------------------------- -----------------------------------
DENNIS H. NELSON, President and CEO

Dated: September 12, 2003 /s/ KAREN B. RHOADS
-------------------------- -----------------------------------
KAREN B. RHOADS, Vice President
of Finance and CFO

18