What changed in this filing

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Item 1. Business

2022-03-30 compared with 2021-03-31 · 34 added, 44 removed, 282 unchanged (22% of the section changed)

2 unchanged sentences

(the "Company") is a retailer of medium to better-priced casual apparel, footwear, and accessories for fashion-conscious young men and women.

As of January 30, 2021, the Company operated 443 retail stores in 42 states throughout the United States under the names "Buckle" and "The Buckle." The Company markets a wide selection of mostly brand name casual apparel including denims, other casual bottoms, tops, sportswear, outerwear, accessories, and footwear.

As of January 29, 2022, the Company operated 440 retail stores in 42 states throughout the United States under the names "Buckle" and "Buckle Youth." The Company markets a wide selection of mostly brand name casual apparel including denims, other casual bottoms, tops, sportswear, outerwear, accessories, and footwear.

The Company emphasizes personalized attention to its customers and provides customer services such as free hemming, free gift-packaging, easy layaways, the Buckle private label credit card, and a guest loyalty program.

11 unchanged sentences

All references herein to fiscal 2021 refer to the 52-week period ended January 29, 2022.

Fiscal 2019 refers to the 52-week period ended February 1, 2020 and fiscal 2018 refers to the 52-week period ended February 2, 2019.

Fiscal 2020 refers to the 52-week period ended January 30, 2021 and fiscal 2019 refers to the 52-week period ended February 1, 2020.

All references herein to the “Company”, “Buckle”, “we”, “us”, or similar terms refer to The Buckle, Inc.

26 unchanged sentences

Merchandise Group January 29,

2021 February 1,

2022 January 30,

2021 February 1,

9 unchanged sentences

Brand name merchandise accounted for approximately 57% of the Company's sales during fiscal 2021.

The remaining balance is comprised of private label merchandise from exclusive brands including BKE, Buckle Black, Red by BKE, Daytrip, Gimmicks, Gilded Intent, FITZ + EDDI, Willow & Root, Outpost Makers, Departwest, Reclaim, Salvage, Nova Industries, and Veece.

The remaining balance is comprised of private label merchandise from exclusive brands including BKE, Buckle Black, Salvage, Red by BKE, Daytrip, Gimmicks, Gilded Intent, FITZ + EDDI, Willow & Root, Outpost Makers, Departwest, Reclaim, BKE Vintage, Nova Industries, J.B.

Holt, and Veece.

The Company's merchandisers continually work with manufacturers and vendors to produce brand name merchandise, the majority of which they believe is exclusive in terms of color, style, and fit.

While the brands offered by the Company change to meet current customer preferences, the Company currently offers denims from brands such as Miss Me, Rock Revival, KanCan, Bridge by GLY, Flying Monkey, Levi's, Crysp, Preme, and Wrangler.

Other key brands include Hurley, Billabong, Affliction, American Fighter, Sullen, Howitzer, Oakley, Fox, RVCA, Ariat, Huey, 7 Diamonds, Nixon, Free People, Z Supply, Salt Life, Reef, TenTree, Kustom, Timberland, SOREL, Hey Dude, Steve Madden, SAXX, Stance, Ray-Ban, Wanakome, Champion, Fossil, Brixton, MIA, Dr.

Marten, Birkenstock, Palladium, Teva, Bed Stu, and G-Shock.

Other key brands include Hurley, Billabong, Affliction, American Fighter, Sullen, Howitzer, Oakley, Fox, RVCA, Ariat, 7 Diamonds, Nixon, Free People, Z Supply, Salt Life, White Crow, Brew City, Modish Rebel, HYFVE, Versace, American Highway, Eight X, Kimes Ranch, SOREL, Hey Dude, Steve Madden, Dolce Vita, SAXX, Stance, Pura Vida, Ray-Ban, Wanakome, Guess, Fossil, Brixton, Dr.

Marten, Very G, Birkenstock, Bed Stu, and G-Shock.

The Company expects that brand name merchandise will continue to constitute the majority of sales.

13 unchanged sentences

This store design contains warm wood fixtures and floors, real brick finishes, and an appealing ceiling and lighting layout that creates a comfortable environment for the guest to shop.

The Company has been able to modify the store design for specialized venues including lifestyle centers and larger mall fronts.

The signature Buckle-B icon is used throughout the store on fixtures, graphic images, and print materials to reinforce the brand identity.

To enhance selling and product presentation, the Company continues to update the fixtures in its stores.

New tables and fixtures have been added to the Company’s signature store design in each of the last several fiscal years.

The new tables and fixtures were also rolled out to certain existing stores to update their looks as well.

To enhance selling and product presentation, the Company continually updates the fixtures in its stores.

The Company has been able to modify the store design for specialized venues including lifestyle centers and larger mall fronts.

Over the past two fiscal years, the Company has also developed updated storefront designs that enhance the exterior visibility for stores relocating from enclosed mall locations to outdoor power centers and lifestyle centers.

Marketing and Advertising

9 unchanged sentences

The base tier is available for all guests who enroll, while the top two tiers are exclusive to holders of a Buckle private label credit card.

In addition to the stated benefits, the Company also extends other exclusive offers to Buckle Rewards members such as special bonus points opportunities, targeted mailings, and exclusive gift-with-purchase offers.

The Company provides a special Buckle Premier+ tier for its most loyal cardholders.

Buckle Premier+ cardholders must purchase at least $1,000 annually to qualify, and these guests enjoy additional benefits including free ground shipping on online purchases and special orders.

Buckle Premier+ cardholders must purchase at least $1,000 annually using their Buckle credit card to qualify, and these guests enjoy additional benefits including free ground shipping on online purchases and special orders.

The Buckle credit card marketing program is partially funded by Comenity Bank, a third-party bank that owns the credit card accounts.

7 unchanged sentences

Store Operations

The Company has an Executive Vice President of Stores, a Vice President of Sales, an Associate Vice President of Sales, 2 Directors of Sales, 4 Regional Managers, 21 District Managers, and 80 Area Managers.

The Company has an Executive Vice President of Stores, a Senior Vice President of Sales, 3 Vice Presidents of Sales, 4 Regional Managers, 22 District Managers, and 76 Area Managers.

Certain district managers and all area managers also serve as manager of their home base store.

9 unchanged sentences

The Company has an experienced buying team.

The buying team is led by the Vice President of Women’s Merchandising and Senior Vice President of Men’s Merchandising, who have over 58 years of combined experience with the Company.

The experience and leadership within the buying team contributes significantly to the Company’s success by enabling the buying team to react quickly to changes in fashion and by providing extensive knowledge of sources for both branded and private label goods.

5 unchanged sentences

The Company plans its private label production with private label vendors three to six months in advance of product delivery.

The Company requires its vendors to sign and adhere to its Code of Conduct and Standards of Engagement, which addresses adherence to legal requirements regarding employment practices and health, safety, and environmental regulations.

In fiscal 2020, Axis Denim (which produces private label denim for the Company) accounted for 15.9% of net sales and Miss Me/Rock Revival accounted for 12.2% of the Company’s net sales.

The Company requires its vendors to sign and adhere to its Buckle Responsible Sourcing Standards & Code of Conduct, which addresses adherence to legal requirements regarding employment practices and health, safety, and environmental regulations.

In fiscal 2021, Axis Denim (which produces private label denim for the Company) accounted for 15.6% of net sales.

No other vendor accounted for more than 10% of the Company’s net sales.

16 unchanged sentences

Store Locations and Expansion Strategies

As of March 29, 2021, the Company operated 442 stores in 42 states.

As of January 29, 2022, the Company operated 440 stores in 42 states.

The existing stores are in 3 downtown locations, 33 strip centers, 56 lifestyle centers, and 348 shopping malls.

The Company anticipates opening one new store in fiscal 2021.

The following table lists the location of existing stores as of March 29, 2021:

The Company anticipates opening 5 new stores in fiscal 2022.

The following table lists the location of existing stores as of January 29, 2022:

Location of Stores

42 unchanged sentences

The projected cost of opening a store is approximately $1.0 million, including construction costs of approximately $0.8 million (prior to any construction allowance received) and inventory costs of approximately $0.2 million, net of accounts payable.

The Company anticipates opening one new store during fiscal 2021 and expects to complete approximately 8 to 12 full remodels.

Year-to-date through March 29, 2021, the Company has closed one store in fiscal 2021, with no other specific store closings currently planned for the remainder of the year.

The Company anticipates opening 5 new stores during fiscal 2022 and expects to complete approximately 15-20 full remodels.

Year-to-date through March 28, 2022, the Company has closed 1 store in fiscal 2022, with no other specific store closings currently planned for the remainder of the year.

The construction costs for a full remodel are comparable to those of a new store.

49 unchanged sentences

While the Company believes it is able to compete favorably with other merchandisers, including department stores and specialty retailers, with respect to each of these factors, the Company believes it competes mainly on the basis of customer service and merchandise selection.

In the men's merchandise area, the Company competes primarily with specialty retailers such as Abercrombie & Fitch, American Eagle Outfitters, Boot Barn, Dick's Sporting Goods, Gap, H&M, Hollister, Pacific Sunwear, Scheels, Tilly’s, Urban Outfitters, and Zumiez.

The men's market also competes with certain department stores, such as Dillards, Macy’s, Nordstrom, and certain local or regional department stores and small specialty stores, as well as with mail order and internet retailers.

In the women's merchandise area, the Company competes primarily with specialty retailers such as Abercrombie & Fitch, Altar'd State, American Eagle Outfitters, Boot Barn, Express, Forever 21, Francesca's, Gap, H&M, Hollister, Madewell, Maurices, Pacific Sunwear, Scheels, Tilly's, Urban Outfitters, and Zumiez.

The women's market also competes with department stores, such as Dillards, Macy’s, Nordstrom, and certain local or regional department stores and small specialty stores, as well as with mail order and internet retailers.

In the men's merchandise area, the Company competes primarily with specialty retailers such as Abercrombie & Fitch, American Eagle Outfitters, Boot Barn, Express, Gap, Hollister, Pacific Sunwear, Scheels, and Tilly’s.

In the women's merchandise area, the Company competes primarily with specialty retailers such as Abercrombie & Fitch, Altar'd State, American Eagle Outfitters, Boot Barn, Express, Forever 21, Free People, H&M, Hollister, Madewell, Maurices, Pacific Sunwear, Scheels, Tilly's, and Urban Outfitters.

The women's market also competes with department stores, such as Dillards, Macy’s, Nordstrom, and certain local or regional department stores, and small specialty boutiques, as well as with direct-to-consumer brands and online retailers.

Many of the Company's competitors are considerably larger and have substantially greater financial, marketing, and other resources than the Company, and there is no assurance that the Company will be able to compete successfully with them in the future.

48 unchanged sentences

Milkie was a leasing agent for a national retail mall developer for 6 years prior to joining the Company in January 1992 as Director of Leasing.

Carlberg, age 57.

Carlberg is Senior Vice President of Men’s Merchandising.

He was appointed to this position on March 6, 2014, after having served as Vice President of Men's Merchandising since December 2006.

Carlberg started with the Company as a salesperson and also worked as a store manager and as an area and district leader while being involved and traveling with the men’s merchandising team.

He has been full-time with the merchandising team since January 2001.

Michelle Hoffman, age 59.

Hoffman is Vice President of Sales.

She was appointed to this position on March 6, 2014.

Hoffman, age 60.

Hoffman is Senior Vice President of Sales.

She was appointed to this position on February 22, 2022, after having served as Vice President of Sales since March 2014.

Hoffman has been employed by the Company since 1979 and has served in various roles of increasing responsibility on the sales team since that time;

including salesperson, Store Manager, District Manager, and most recently Regional Manager since 2008.

including salesperson, Store Manager, District Manager, and Regional Manager.

Molczyk, age 43.

Molczyk is Vice President of Women's Merchandising.

She was appointed to this position on December 8, 2014.

Molczyk has been employed by the Company since 1999 and has served in various roles on the women's merchandising team since that time, including most recently as Divisional Merchandise Manager.

Applegate, age 56.

Applegate is Vice President of Supply Chain and Merchandising Operations.

She was appointed to this position on December 8, 2014.

Applegate has been employed by the Company since 1983 and has served in various roles of increasing responsibility on the merchandise operations and e-commerce teams, including as Director of Merchandise Operations since 2000.

Molczyk is Senior Vice President of Women's Merchandising.

She was appointed to this position on February 22, 2022, after having served as Vice President of Women's Merchandising since December 2014.

Molczyk has been employed by the Company since 1999 and has served in various roles on the women's merchandising team since that time, including Divisional Merchandise Manager.

Fritz, age 42.

Fritz is Vice President, General Counsel, and Corporate Secretary.

She was appointed to this position on March 22, 2021.

Fritz is Senior Vice President, General Counsel, and Corporate Secretary.

She was appointed to this position on February 22, 2022, after having served as Vice President, General Counsel, and Corporate Secretary since March 2021.

Fritz was hired by the Company on December 10, 2018 and has served as General Counsel and Corporate Secretary since that time.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business