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OFFON

THE BUCKLE, INC.

(BKE)
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Buckle : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

06/11/2020 | 05:09pm EDT
The following discussion should be read in conjunction with the condensed
consolidated financial statements and notes thereto of the Company included in
this Form 10-Q. All references herein to the "Company", "Buckle", "we", "us", or
similar terms refer to The Buckle, Inc. and its subsidiary. 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 condensed consolidated financial
statements.

EXECUTIVE OVERVIEW

Company management considers the following items to be key performance indicators in evaluating Company performance.


Comparable Store Sales - Stores are deemed to be comparable stores if they were
open in the prior year on the first day of the fiscal period being presented.
Stores which have been remodeled, expanded, and/or relocated, but would
otherwise be included as comparable stores, are not excluded from the comparable
store sales calculation. Online sales are included in comparable store sales.
Management considers comparable store sales to be an important indicator of
current Company performance, helping leverage certain fixed costs when results
are positive. Negative comparable store sales results could reduce net sales and
have a negative impact on operating leverage, thus reducing net earnings.

Net Merchandise Margins - Management evaluates the components of merchandise
margin including initial markup and the amount of markdowns during a period. Any
inability to obtain acceptable levels of initial markups or any significant
increase in the Company's use of markdowns could have an adverse effect on the
Company's gross margin and results of operations.

Operating Margin - Operating margin is a good indicator for management of the
Company's success. Operating margin can be positively or negatively affected by
comparable store sales, merchandise margins, occupancy costs, and the Company's
ability to control operating costs.

Cash Flow and Liquidity (working capital) - Management reviews current cash and
short-term investments along with cash flow from operating, investing, and
financing activities to determine the Company's short-term cash needs for
operations and expansion. The Company believes that existing cash, short-term
investments, 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.


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RESULTS OF OPERATIONS


The following table sets forth certain financial data expressed as a percentage
of net sales and the percentage change in the dollar amount of such items
compared to the prior period:

                                                      Percentage of Net Sales
                                                     For Thirteen Weeks Ended           Percentage
                                                       May 2,          May 4,
                                                        2020            2019        Increase/(Decrease)

Net sales                                              100.0  %          100.0 %              (42.7 )%
Cost of sales (including buying, distribution, and
occupancy costs)                                        76.8  %           61.9 %              (28.9 )%
Gross profit                                            23.2  %           38.1 %              (65.0 )%
Selling expenses                                        29.0  %           23.2 %              (28.1 )%
General and administrative expenses                      8.2  %            5.6 %              (16.0 )%
Income (loss) from operations                          (14.0 )%            9.3 %             (186.4 )%
Other income, net                                        0.5  %            0.6 %              (54.3 )%
Income (loss) before income taxes                      (13.5 )%            9.9 %             (178.1 )%
Income tax expense (benefit)                            (3.3 )%            2.4 %             (178.1 )%
Net income (loss)                                      (10.2 )%            7.5 %             (178.1 )%



Net sales decreased from $201.3 million for the first quarter of fiscal 2019 to
$115.4 million for the first quarter of fiscal 2020, a 42.7% decrease. The
decrease in net sales for the quarter was the result of the Company's closing of
all brick and mortar stores beginning March 18, 2020 due to the COVID-19
pandemic. Please see below for further discussion of the actions taken by the
Company as a result of the COVID-19 pandemic and their impact on the Company's
financial results. As a result of the store closures, the Company is only
reporting total net sales for the first quarter as it does not believe
comparable store sales is a meaningful metric given the closures. The Company's
online store remained open during the quarter without interruption. Online sales
for the quarter increased 31.5% to $32.1 million for the thirteen week period
ended May 2, 2020 compared to $24.4 million for the thirteen week period ended
May 4, 2019. For the quarter, the average retail price per piece of merchandise
sold increased 1.7%, the average transaction value increased 0.5%, and the
average units sold per transaction decreased 0.8%.

The Company's average retail price per piece of merchandise sold increased
$0.75, or 1.7%, during the first quarter of fiscal 2020 compared to the first
quarter of fiscal 2019. This $0.75 increase was primarily attributable to the
following changes (with their corresponding effect on the overall average price
per piece): a shift in the merchandise mix ($1.20); partially offset by a 1.9%
reduction in average denim price points (-$0.41) and a reduction in average
price points for certain other merchandise categories (-$0.04). These changes
are primarily a reflection of merchandise shifts in terms of brands and product
styles, fabrics, details, and finishes.

Gross profit after buying, distribution, and occupancy expenses decreased from
$76.7 million in the first quarter of fiscal 2019 to $26.8 million in the first
quarter of fiscal 2020. As a percentage of net sales, gross profit decreased
from 38.1% in the first quarter of fiscal 2019 to 23.2% in the first quarter of
fiscal 2020. The gross margin decline was the result of deleveraged occupancy,
buying, and distribution expenses as a result of the store closures (13.80%, as
a percentage of net sales) and a decline in merchandise margins primarily due to
an increase in the reserve for inventory markdowns and obsolescence (1.10%, as a
percentage of net sales).

Selling expenses decreased from $46.6 million in the first quarter of fiscal
2019 to $33.5 million in the first quarter of fiscal 2020. As a percentage of
net sales, selling expenses increased from 23.2% for the first quarter of fiscal
2019 to 29.0% for the first quarter of fiscal 2020.

General and administrative expenses decreased from $11.3 million in the first
quarter of fiscal 2019 to $9.5 million in the first quarter of fiscal 2020. As a
percentage of net sales, general and administrative expenses increased from 5.6%
in the first quarter of fiscal 2019 to 8.2% in the first quarter of fiscal 2020.


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In total, Selling, General, and Administrative Expenses decreased $14.9 million
or 25.7% from $57.9 million for the first quarter of fiscal 2019 to $43.0
million for the first quarter of fiscal 2020. A $13.5 million reduction in
compensation and benefit related expenses and a $3.3 million reduction in
certain other expense categories (including travel expenses, store supplies,
professional fees, and bankcard fees) were partially offset by a $0.9 million
increase in shipping and marketing costs related to the strong growth in online
sales and a $1.0 million expense for store-related asset impairment charges.

As a result of the above changes, the Company's loss from operations was $16.2
million in the first quarter of fiscal 2020 compared to income from operations
of $18.7 million in the first quarter of fiscal 2019.

Other income decreased from $1.3 million in the first quarter of fiscal 2019 to
$0.6 million in the first quarter of fiscal 2020. The Company's other income is
derived primarily from investment income related to the Company's cash and
investments.

The income tax benefit, as a percentage of the pre-tax loss, was 24.5% in the
first quarter of fiscal 2020 and income tax expense, as a percentage of pre-tax
income, was 24.5% in the first quarter of fiscal 2019, bringing the net loss to
$11.8 million in the first quarter of fiscal 2020 compared to net income of
$15.1 million in the first quarter of fiscal 2019.

Response to the COVID-19 Pandemic


Store Closings - As previously announced on March 17, 2020 and March 31, 2020,
the Company temporarily closed all of its brick and mortar stores beginning
March 18, 2020 to protect the health and welfare of its guests, teammates, and
communities. The Company began the process of reopening certain stores the week
of April 26, 2020, following all appropriate federal, state, and local reopening
guidelines. As of May 2, 2020, 37 stores had been reopened. The Company has
continued to reopen stores each week and had reopened 397 of its 444 stores as
of June 5, 2020. The store closings had a significant impact on the Company's
revenue for the quarter, which was down $85.9 million or 42.7%. The Company's
online store remained open without interruption.

Teammate Impact - Given the store closures and resulting reduction in revenue,
the Company took several actions related to its teammates. For the initial two
week period of the closure (March 18, 2020 through March 31, 2020), the Company
provided full pay and benefits for all its teammates. Then, beginning April 5,
2020, the Company furloughed the majority of its store and corporate office
teammates without pay. During the furlough period, the Company continued to
provide full benefits for all participating teammates. As an additional measure,
all essential teammates who continued working during the furlough period were
subject to a temporary salary reduction program - with the Company's Chairman
and its President and Chief Executive Officer electing to forgo their entire
salary until such time as normal business operations resume. Similarly, the
Company's Board of Directors elected to forgo their respective quarterly cash
retainers for the first quarter. As mentioned above, these changes resulted in a
$13.5 million reduction in SG&A expenses for the quarter related to compensation
and benefits. Subsequent to the end of the quarter, the Company ended the
temporary salary reduction program effective May 31, 2020. As of that same date,
the Company's Chairman and its President and Chief Executive Officer updated
their elections to forgo 50% of their salary, rather than the previous 100% of
their salary, through the end of the Company's fiscal second quarter ending
August 1, 2020.

Inventory and Vendor Payments - During the quarter, the Company's buying teams
worked closely with its merchandise vendors to extend payment terms, cancel and
reduce orders, as well as alter the timing and flow of future inventory for the
rest of spring/summer and into the fall season. This allowed the Company to
finish the quarter with inventory up 0.7% compared to the same time a year ago,
limited the amount of potential markdown inventory, and maximized open-to-buys
for future seasons. The shortened spring selling season did, however, have an
impact on the aging of the Company's inventory as of quarter end and resulted in
an increase in the reserve for markdowns and obsolescence (as further described
in the section titled Critical Accounting Policies and Estimates included
herein). The adjustment to inventory for markdowns and/or obsolescence was $15.1
million as of May 2, 2020 compared to $11.3 million as of May 4, 2019.

Rent Payments - During the quarter, the Company's real estate team worked
closely with its landlords. As a result of these efforts, the Company elected to
pay essentially full rent for the month of April but was then able to negotiate
substantial rent deferrals for May and June. Consistent with guidance in the
FASB Staff Q&A regarding lease concessions related to the effects of the
COVID-19 pandemic, the Company has made the election to treat all lease
concessions as though the enforceable rights and obligations existed in each
contract and, therefore, will not apply the lease modification guidance in ASC
842. As such, these deferrals had no impact to rent expense during the quarter.

Store-Related Impairment - Given the substantial reduction in the Company's
sales (and the related impact on cash flow projections) as a result of store
closures due to the COVID-19 pandemic, an impairment assessment was triggered
for certain stores. This analysis resulted in $1.0 million of store-related
asset impairment charges in the first quarter of fiscal 2020.

                                       16
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Dividend Payments - As announced on June 2, 2020, at its quarterly meeting of
the Board of Directors, held on June 1, 2020, the Board temporarily suspended
the Company's quarterly dividend payments. Previously, at its March 23, 2020
meeting, the Board had deferred making a decision on dividend payments until its
next regularly scheduled Board meeting to allow more time to assess the impact
of the COVID-19 pandemic on the Company. The Board determined that suspending
the quarterly dividends is important to maintaining the Company's cash position,
providing the Company with financial flexibility to deal with any ongoing
uncertainty related to COVID-19.

LIQUIDITY AND CAPITAL RESOURCES


As of May 2, 2020, the Company had working capital of $201.1 million, including
$185.0 million of cash and cash equivalents and $17.7 million of short-term
investments. The Company's cash receipts are generated from retail sales and
from investment income, and the Company's primary ongoing cash requirements are
for inventory, payroll, occupancy costs, dividend payments, new store expansion,
remodeling, and other capital expenditures. Historically, the Company's primary
source of working capital has been cash flow from operations. During the first
quarter of fiscal 2020 and fiscal 2019, the Company's cash flow from operations
was $(28.3) million and $29.3 million, respectively. Changes in operating cash
flow between periods is primarily a function of changes in net income, along
with changes in inventory and accounts payable based on the timing and amount of
merchandise purchased in each respective period. The significant reduction for
the first quarter of fiscal 2020 compared to the first quarter of fiscal 2019 is
largely the result of the impact of the COVID-19 store closures on reported
revenue and net income, along with the impact of the resulting adjustments the
Company made related to inventory, accounts payable, and accrued employee
compensation.

The uses of cash for both thirteen week periods primarily include payment of
annual bonuses accrued at fiscal year end, inventory purchases, construction
costs for new and remodeled stores, other capital expenditures, and purchases of
investment securities. The first quarter of fiscal 2019 also included cash used
for dividend payments.

During the first quarter of fiscal 2020 and 2019, the Company invested $1.5
million and $2.3 million, respectively, in new store construction, store
renovation, and store technology upgrades. The Company also spent $0.6 million
and $0.2 million in the first quarter of fiscal 2020 and 2019, respectively, in
capital expenditures for the corporate headquarters and distribution facility.

During the remainder of fiscal 2020, the Company anticipates completing six
additional store construction projects, including 3 new stores and 3 stores to
be substantially remodeled and/or relocated. Management estimates that total
capital expenditures during fiscal 2020 will be approximately $7.0 to $10.0
million, which includes primarily planned store projects and technology
investments. The Company believes that existing cash and cash equivalents,
investments, 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. The Company has a consistent record of generating
positive cash flow from operations each year and, as of May 2, 2020, had total
cash and investments of $218.6 million, including $15.9 million of long-term
investments.

Future conditions, however, may reduce the availability of funds based upon
factors such as a decrease in demand for the Company's product, change in
product mix, competitive factors, and general economic conditions as well as
other risks and uncertainties which would reduce the Company's sales, net
profitability, and cash flows. Also, the Company's acceleration in store
openings and/or remodels or the Company entering into a merger, acquisition, or
other financial related transaction could reduce the amount of cash available
for further capital expenditures and working capital requirements.

As discussed in Results of Operations above, COVID-19 had a significant impact
on the Company's results of operations during the fiscal quarter ended May 2,
2020 and also resulted in a $35.9 million reduction in cash and cash equivalents
during the period. Although the Company ended the quarter in a strong financial
position and had ample liquidity (with $218.6 million in cash and investments),
it cannot reasonably estimate the length or severity of the pandemic's impact.
Also, although the Company had reopened 397 of its 444 stores as of June 5, 2020
it is difficult to estimate the continuing impact of COVID-19 on the Company's
consolidated financial position, consolidated results of operations, and
consolidated cash flows for the remainder of fiscal 2020.

The Company has available an unsecured line of credit of $25.0 million with
Wells Fargo Bank, N.A. for operating needs and letters of credit. The line of
credit agreement has an expiration date of July 31, 2021 and provides that $10.0
million of the $25.0 million line is available for letters of credit. Borrowings
under the line of credit provide for interest to be paid at a rate based on
LIBOR. The Company has, from time to time, borrowed against these lines of
credit. There were no bank borrowings during the first quarter of fiscal 2020 or
2019. The Company had no bank borrowings as of May 2, 2020 and was in compliance
with the terms and conditions of the line of credit agreement.


                                       17
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES


Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon The Buckle, Inc.'s condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
consolidated financial statements requires that management make estimates and
judgments that affect the reported amounts of assets and liabilities, the
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 inventory,
investments, incentive bonuses, 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. Management believes that
the estimates and judgments used in preparing these consolidated financial
statements were the most appropriate at that time. Presented below are those
critical accounting policies that management believes require subjective and/or
complex judgments that could potentially affect reported results of operations.
The critical accounting policies and estimates utilized by the Company in the
preparation of its condensed consolidated financial statements for the period
ended May 2, 2020 have not changed materially from those utilized for the fiscal
year ended February 1, 2020, included in The Buckle Inc.'s 2019 Annual Report on
Form 10-K.

1. Revenue Recognition. Retail store sales are recorded, net of expected

returns, upon the purchase of merchandise by customers. Online sales are

recorded, net of expected returns, when merchandise is tendered for delivery

to the common carrier. Shipping fees charged to customers are included in

revenue and shipping costs are included in selling expenses. The Company

recognizes revenue from sales made under its layaway program upon delivery of

the merchandise to the customer. Revenue is not recorded when gift cards and

gift certificates are sold, but rather when a card or certificate is redeemed

for merchandise. A current liability for unredeemed gift cards and

certificates is recorded at the time the card or certificate is purchased.

The liability recorded for unredeemed gift cards and gift certificates was

$13.5 million and $15.3 million as of May 2, 2020 and February 1, 2020,

respectively. Gift card and gift certificate breakage is recognized as

revenue in proportion to the redemption pattern of customers by applying an

estimated breakage rate. The estimated breakage rate is based on historical

issuance and redemption patterns and is re-assessed by the Company on a

regular basis. Sales tax collected from customers is excluded from revenue

    and is included as part of "accrued store operating expenses" on the
    Company's condensed consolidated balance sheets.



The Company establishes a liability for estimated merchandise returns, based
upon the historical average sales return percentage, that is recognized at the
transaction value. The Company also recognizes a return asset and a
corresponding adjustment to cost of sales for the Company's right to recover
returned merchandise, which is measured at the estimated carrying value, less
any expected recovery costs. Customer returns could potentially exceed the
historical average, thus reducing future net sales results and potentially
reducing future net earnings. The accrued liability for reserve for sales
returns was $2.9 million as of May 2, 2020 and $2.3 million as of February 1,
2020.

The Company's Guest Loyalty program allows participating guests to earn points
for every qualifying purchase, which (after achievement of certain point
thresholds) are redeemable as a discount off a future purchase. Reported revenue
is net of both current period reward redemptions and accruals for estimated
future rewards earned under the Guest Loyalty program. A liability has been
recorded for future rewards based on the Company's estimate of how many earned
points will turn into rewards and ultimately be redeemed prior to expiration. As
of both May 2, 2020 and February 1, 2020, $9.6 million was included in "accrued
store operating expenses" as a liability for estimated future rewards.

Through partnership with Comenity Bank, the Company offers a private label
credit card ("PLCC"). Customers with a PLCC are enrolled in our B-Rewards
incentive program and earn points for every qualifying purchase on their card.
At the end of each rewards period, customers who have exceeded a minimum point
threshold receive a reward to be redeemed on a future purchase. The B-Rewards
program also provides other discount and promotional opportunities to
cardholders on a routine basis. Reported revenue is net of both current period
reward redemptions, current period discounts and promotions, and accruals for
estimated future rewards earned under the B-Rewards program. A liability has
been recorded for future rewards based on the Company's estimate of how many
earned points will turn into rewards and ultimately be redeemed prior to
expiration, which is included in "gift certificates redeemable" on the Company's
condensed consolidated balance sheets.


                                       18
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2. Inventory. Inventory is valued at the lower of cost or net realizable value.

Cost is determined using an average cost method that approximates the

first-in, first-out (FIFO) method. Management makes adjustments to inventory

and cost of goods sold, based upon estimates, to account for merchandise

obsolescence and markdowns that could affect net realizable value, based on

assumptions using calculations applied to current inventory levels within

each different markdown level. Management also reviews the levels of

inventory in each markdown group and the overall aging of the inventory

versus the estimated future demand for such product and the current market

conditions. Such judgments could vary significantly from actual results,

either favorably or unfavorably, due to fluctuations in future economic

conditions, industry trends, consumer demand, and the competitive retail

environment. Such changes in market conditions could negatively impact the

sale of markdown inventory, causing further markdowns or inventory

obsolescence, resulting in increased cost of goods sold from write-offs and

reducing the Company's net earnings. The adjustment to inventory for

markdowns and/or obsolescence was $15.1 million as of May 2, 2020 and $12.2

million as of February 1, 2020.

3. Income Taxes. The Company records a deferred tax asset and liability for

expected future tax consequences resulting from temporary differences between

financial reporting and tax bases of assets and liabilities. The Company

considers future taxable income and ongoing tax planning in assessing the

value of its deferred tax assets. If the Company determines that it is more

than likely that these assets will not be realized, the Company would reduce

the value of these assets to their expected realizable value, thereby

decreasing net income. Estimating the value of these assets is based upon the

Company's judgment. If the Company subsequently determined that the deferred

tax assets, which had been written down, would be realized in the future,

    such value would be increased. Adjustment would be made to increase net
    income in the period such determination was made.


4. Leases. The Company's lease portfolio is primarily comprised of leases for

retail store locations. The Company also leases certain equipment and

corporate office space. Store leases for new stores typically have an initial

term of 10 years, with options to renew for an additional 1 to 5 years. The

exercise of lease renewal options is at the Company's sole discretion and is

included in the lease term for calculations of its right-of-use assets and

liabilities when it is reasonably certain that the Company plans to renew

these leases. Certain store lease agreements include rental payments based on

a percentage of retail sales over contractual levels and others include

rental payments adjusted periodically for inflation. Lease agreements do not

contain any residual value guarantees, material restrictive covenants, or

options to purchase the leased property.




The Company has elected to apply the practical expedient to account for lease
components (e.g. fixed payments for rent, insurance, and real estate taxes) and
nonlease components (e.g. fixed payments for common area maintenance) together
as a single component for all underlying asset classes. Additionally, the
Company elected as an accounting policy to exclude short-term leases from the
recognition requirements.

Consistent with guidance in the FASB Staff Q&A regarding lease concessions
related to the effects of the COVID-19 pandemic, the Company has made the
election to treat all lease concessions as though the enforceable rights and
obligations existed in each contract and, therefore, will not apply the lease
modification guidance in ASC 842.

5. Investments. Investments classified as short-term investments include

securities with a maturity of greater than three months and less than one

year. Available-for-sale securities are reported at fair value, with

unrealized gains and losses excluded from earnings and reported as a separate

component of stockholders' equity (net of the effect of income taxes), using

the specific identification method, until they are sold. Held-to-maturity

securities are reported at amortized cost. Trading securities are reported at

fair value, with unrealized gains and losses included in earnings, using the

    specific identification method.




                                       19
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OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND COMMERCIAL COMMITMENTS


As referenced in the table 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, results of
operations, or cash flows. In addition, the commercial obligations and
commitments made by the Company are customary transactions which the Company
believes to be similar to those of other comparable retail companies.

The following table identifies the material obligations and commitments as of
May 2, 2020:

                                                        Payments Due by Fiscal Year
Contractual obligations
(dollar amounts in
thousands):                    Total         2020 (remaining)      

2021-2022 2023-2024 Thereafter


Purchase obligations        $   13,304     $            4,363     $     6,605$     1,780$        556
Deferred compensation           15,204                      -               -               -           15,204
Operating lease payments
(a)                            390,476                 74,854         157,338         103,515           54,769
Total contractual
obligations                 $  418,984     $           79,217     $   163,943$   105,295$     70,529

(a) See Footnote 6 to the condensed consolidated financial statements.


The Company has available an unsecured line of credit of $25.0 million, which is
excluded from the preceding table. The line of credit agreement has an
expiration date of July 31, 2021 and provides that $10.0 million of the $25.0
million line is available for letters of credit. Certain merchandise purchase
orders require that the Company open letters of credit. When the Company takes
possession of the merchandise, it releases payment on the letters of credit. The
amounts of outstanding letters of credit reported reflect the open letters of
credit on merchandise ordered, but not yet received or funded. The Company
believes it has sufficient credit available to open letters of credit for
merchandise purchases. There were no bank borrowings during the first quarter of
fiscal 2020 or the first quarter of fiscal 2019. The Company had outstanding
letters of credit totaling $1.1 million and $1.5 million as of May 2, 2020 and
February 1, 2020, respectively. The Company has no other off-balance sheet
arrangements.

SEASONALITY


The Company's business is seasonal, with the holiday 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 2019, 2018, and 2017, the holiday and back-to-school
seasons accounted for approximately 35% of the Company's fiscal year net sales.
Quarterly results may vary significantly depending on a variety of factors
including the timing and amount of sales and costs associated with the opening
of new stores, the timing and level of markdowns, the timing of store closings,
the remodeling of existing stores, competitive factors, and general economic
conditions.

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.


                                       20

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© Edgar Online, source Glimpses

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