11-K 1 bke11-k2023.htm THE BUCKLE, INC. 11-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K


x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2023

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from: ____________ to ____________


Commission File Number: 001-12951


A.  Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:

BUCKLE 401(k) PLAN


B.  Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office:

THE BUCKLE, INC.
2407 WEST 24TH STREET
P.O. BOX 1480
KEARNEY, NEBRASKA 68848-1480




BUCKLE 401(K) PLAN

REQUIRED INFORMATION

Plan financial statements and schedules are prepared in accordance with the financial reporting requirements of ERISA (Employee Retirement Income Security Act of 1974) and are included herein as listed in the table of contents below.
 
 
All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Participants and Plan Administrator of Buckle 401(k) Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Buckle 401(k) Plan (the "Plan") as of December 31, 2023 and 2022, the related statements of changes in net assets available for benefits for the year ended December 31, 2023 and 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023 and 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Report on Supplemental Schedule

The supplemental schedule of assets (held at end of year) as of December 31, 2023 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Deloitte & Touche LLP
 
Omaha, Nebraska
June 27, 2024

We have served as the auditor of the Plan since at least 1993; however, an earlier date could not be reliably determined.


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BUCKLE 401(k) PLAN  
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2023 AND 2022
 December 31,
2023		December 31,
2022
ASSETS:
 
Participant directed investments at fair value
$173,777,494 $144,603,011 
Receivables:
 
Notes receivable from participants
1,773,715 1,449,451 
Employer contributions
2,726,320 2,635,953 
Total receivables
4,500,035 4,085,404 
NET ASSETS AVAILABLE FOR BENEFITS
$178,277,529 $148,688,415 

See notes to financial statements.

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BUCKLE 401(k) PLAN  
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
 December 31,
2023		December 31,
2022
ADDITIONS:
 
Investment income (loss): 
Net appreciation (depreciation) in fair value of investments$25,947,172 $(27,697,174)
Interest and dividends
1,975,488 126,250 
Net investment income (loss)27,922,660 (27,570,924)
Contributions:
 
Participant contributions
8,817,794 8,393,859 
Employer contributions
2,726,335 2,636,624 
Total contributions
11,544,129 11,030,483 
Interest income on notes receivable from participants
100,953 74,377 
DEDUCTIONS:
 
Benefits paid to participants
9,628,592 10,871,106 
Administrative expenses
350,036 301,674 
Total deductions
9,978,628 11,172,780 
INCREASE (DECREASE) IN NET ASSETS29,589,114 (27,638,844)
NET ASSETS AVAILABLE FOR BENEFITS:
 
Beginning of year
148,688,415 176,327,259 
End of year
$178,277,529 $148,688,415 

See notes to financial statements.
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BUCKLE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2023 AND 2022, AND
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

1.DESCRIPTION OF THE PLAN

The following description of the Buckle 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan provisions.

General - Established effective February 1, 1986, the Plan is a defined contribution plan covering, with certain specified exclusions, all employees working 1,000 hours or more per year who have one year of service and are at least age twenty. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. The Plan administrator is The Buckle, Inc. (the “Company”).

As of June 3, 2022, the Plan transitioned to a new recordkeeper and trustee. The Plan recordkeeper is Principal Financial Group ("Principal") and the Plan trustee is Principal Trust Company. Participant investment options in the Plan were valued as of June 3, 2022 and transitioned to the same investment options with the new trustee, with the exception of the SAGIC Stable Value Fund which transitioned to the Putnam Stable Value Fund. As part of the Plan transition, the Plan adopted Principal's preapproved ESOP/KSOP plan document.

Contributions - Participants may contribute from 1% to 75% of their eligible pay, as defined under the Plan. The Plan provides for the automatic enrollment of eligible participants at a deferral rate of 3% of eligible pay, unless the participant affirmatively elects otherwise. The Plan also provides for an automatic 1% annual increase in the deferral rate (up to a maximum deferral of 10% of eligible pay) for all participants who have been automatically enrolled in the Plan, unless the participant affirmatively elects otherwise. Participants are allowed to designate all or a portion of their contributions as Roth contributions. The Company may contribute to the Plan at its discretion. In fiscal 2023 and 2022, the Company contributed 50% of employees’ contributions on deferrals up to 6% of their eligible pay. The Company contributions to the Plan were $2,726,335 for the year ended December 31, 2023 and $2,636,624 for the year ended December 31, 2022. Contributions are subject to certain Internal Revenue Code (“IRC”) limitations.

Participant Accounts - Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions and an allocation of the Company’s discretionary contribution and Plan earnings (losses) and is charged with withdrawals and administrative expenses. Allocations are based on participant earnings or account balances, as defined under the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance.

Investments - Participants direct the investment of all contributions into various investment options offered by the Plan.

Vesting - Participants are immediately vested in their voluntary contributions plus actual earnings (losses) thereon. The Company’s discretionary contributions vest over a six-year period, which is as follows:

Years of ServicePercent Vested
Less than two0 %
Two20 %
Three40 %
Four60 %
Five80 %
Six or more100 %
 

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Notes Receivable from Participants - Participants may borrow from their individual accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from one to five years or up to ten years for the purchase of a primary residence. The loans are secured by the vested balance in the participant’s account and bear interest at a rate established quarterly by the Plan administrator based on the published prime rate plus 1%. At December 31, 2023, participant loans have various maturities through May 2032 at interest rates ranging from 4.25% to 9.50%. Principal and interest are paid ratably through bi-weekly payroll deductions.

Payment of Benefits - On termination of service, a participant may elect to receive a lump-sum amount equal to the value of their vested account, or may elect to receive his or her vested account balance through installment distributions over a specified period. Participants are also eligible to make hardship withdrawals from their deferred contributions in the event of certain financial hardships.

Forfeited Accounts - At December 31, 2023 and 2022, forfeited non-vested account balances were $250,697 and $479,203, respectively. Forfeitures of terminated participants’ non-vested account balances are utilized to offset the Company’s discretionary matching contributions made during the plan year and to pay certain administrative expenses for the Plan. The amount utilized to fund a portion of the Company's matching contribution was $125,000 for fiscal 2023 and $100,000 for fiscal 2022.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The financial statements of the Plan are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Risks and Uncertainties - The Plan utilizes various investment instruments, including mutual funds, common/collective investment trusts, and common stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

Investment Valuation and Income Recognition - The Plan’s investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Shares of mutual funds are valued at quoted market prices, which represent the net asset value ("NAV") of shares held by the Plan at year-end. Common/collective trusts ("CCTs") are valued at the NAV per share, which is based on the fair value of the underlying net assets. Buckle common stock is valued at the quoted market price as of the last trading day of the Plan year.

Shares in the Putnam Stable Value Fund are valued at NAV, which is based on the fair value of the underlying investments as determined by Putnam. The Putnam Stable Value Fund invests in a diversified portfolio including cash alternatives, traditional guaranteed investment contracts, and wrapped actively managed strategies which seeks to preserve principal and achieve high current income. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in the Putnam Stable Value Fund at contract value. Contract value represents contributions made to the fund, plus credited earnings, less participant withdrawals and administrative expenses.

The net appreciation (depreciation) in fair value of investments is based on the fair value of the investments at the beginning of the year or cost, if purchased during the year. Net appreciation (depreciation) includes the Plan’s gains or losses on investments bought and sold as well as held during the year. Prior to the conversion to Principal, net appreciation also included dividends received from The Buckle, Inc., which impacted the per unit value of The Buckle Stock Fund. Post conversion, dividends received from The Buckle, Inc. are included in interest and dividends.

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Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.

Management fees and operating expenses charged to the Plan for investments in registered investment companies are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

Notes Receivable from Participants - Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan Agreement.

Administrative Expenses - Administrative expenses are paid by either the Company or the Plan, in accordance with the terms of the Plan Agreement.

Payment of Benefits - Benefit payments to participants are recorded upon distribution. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid, as of December 31, 2023 or December 31, 2022.

Recently Issued Accounting Pronouncements - The Plan has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on the Plan's financial statements, based on current information.

3.FAIR VALUE MEASUREMENTS

FASB ASC 820, Fair Value Measurements and Disclosures, provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows: Level 1, which refers to securities valued using unadjusted quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2023 and 2022:

Common stock - Buckle common stock is valued at the quoted market price as of the last trading day of the Plan year and is categorized as Level 1.

Mutual funds - Shares of mutual funds are valued at quoted prices that represent the NAV of shares held on the last day of the plan year and are categorized as Level 1. The mutual funds held by the Plan are deemed to be actively traded.

Common/collective trusts - CCTs are public investment vehicles valued using a NAV provided by the manager of each fund. The NAV is based on the underlying net assets owned by the fund divided by the number of shares outstanding. The NAV’s unit price is quoted on a private market that is not active. However, the NAV is based on the fair value of the underlying securities within the fund, which are traded on an active market and valued at the closing price reported on the active market on which those individual securities are traded. These investments are priced daily and have no redemption restrictions.

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The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis as of December 31, 2023 and 2022:

 As of December 31, 2023
Active
Markets for
Identical Assets
(Level 1)		Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Total
Common stock$18,679,001 $— $— $18,679,001 
Mutual funds14,283,314 — — 14,283,314 
Total assets in fair value hierarchy$32,962,315 $— $— $32,962,315 
Investments at net asset value:
Common/collective trusts140,815,179 
Investments at fair value$173,777,494 

 As of December 31, 2022
Active
Markets for
Identical Assets
(Level 1)		Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Total
Common stock$17,733,685 $— $— $17,733,685 
Mutual funds19,925,417 — — 19,925,417 
Total assets in fair value hierarchy$37,659,102 $— $— $37,659,102 
Investments at net asset value:
Common/collective trusts106,943,909 
Investments at fair value$144,603,011 

Transfers Between Levels - The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.

Plan management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. For the years ended December 31, 2023 and 2022, there were no transfers between levels.

4.FEDERAL INCOME TAX STATUS

The Internal Revenue Service (“IRS”) issued an opinion letter dated June 30, 2020 indicating that the preapproved ESOP/KSOP plan adopted by the Plan, as then designed, was in compliance with applicable sections of the Internal Revenue Code (“IRC”). The Plan’s management believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income tax has been included in the Plan’s financial statements.

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2020.

The Plan's management is aware of certain operating or administrative issues that, if not corrected, could affect the tax qualified status of the Plan and its related trust and is in the process of correcting the matters identified. Accordingly, Plan management believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC to maintain its tax-exempt status. Therefore, no provision for income taxes has been included in the Plan's financial statements.

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5.PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. The Company may direct the trustee either to distribute the Plan’s assets to the participants or to continue the trust and distribute benefits as though the Plan had not been terminated.

6.EXEMPT PARTY-IN-INTEREST TRANSACTIONS

Plan investments include The Buckle Stock Fund, which is invested in the stock of The Buckle, Inc., the Plan sponsor, and, therefore, these investments and actual transactions qualify as party-in-interest. The Plan held 393,077 shares of The Buckle, Inc. common stock at December 31, 2023 and 391,040 shares at December 31, 2022, which had a cost basis of $6,975,212 and $5,038,724, respectively. Dividend income received by the Plan from its investment in the stock of The Buckle, Inc. was $1,586,323 for the year ended December 31, 2023 and $415,965 for the year ended December 31, 2022.

Principal serves as recordkeeper for the Plan and manages certain Plan investments. Therefore, these transactions qualify as party-in-interest.

******
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BUCKLE 401(k) PLAN  
EMPLOYER ID NO: 47-0366193  
PLAN NO: 001  
    
SUPPLEMENTAL SCHEDULE  
FORM 5500, SCHEDULE H, PART IV, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2023  
    
 Column BColumn CColumn E
 
 Identity of Issuer, Borrower, Lessor, or Similar PartyDescription of Investment: Including Maturity Date, Rate of Interest, Collateral, and Par or Maturity ValueCurrent Value
   
*
The Buckle, Inc. - The Buckle Stock Fund
393,077 shares$18,679,001 
Stable Value Fund - Putnam Stable Value Fund 3,254,033 shares3,070,157 
Bond Fund:
Metropolitan West Total Return Bond Fund507,808 shares4,377,301 
Northern Trust Collective Aggregate Bond Index Fund7,251 shares767,545 
Large Value Fund - John Hancock Disciplined Value Fund
141,953 shares3,154,199 
 
Large Blend Fund - Northern Trust Collective S&P 500 Index Fund
40,922 shares8,826,112 
 
Large Growth Fund - Harbor Capital Appreciation Fund
548,527 shares7,465,453 
 
Mid-Cap Value Fund - JP Morgan Mid Cap Value Fund
73,656 shares2,647,210 
 
Mid-Cap Blend Fund - Northern Trust Collective Extended Market Index Fund
10,750 shares1,831,829 
Mid-Cap Growth Fund - Mass Mutual Mid Cap Growth Fund113,158 shares2,188,467 
 
Small Value Fund - MFS New Discovery Value Fund
87,959 shares1,561,280 
*Small Growth Fund - Principal Small Cap Growth Fund25,167 shares354,857 
 
Foreign Fund:
 Great Gray EuroPacific Growth Fund210,542 shares2,429,654 
 
Northern Trust Collective MSCI ACWI ex-US IMI Index Fund
12,726 shares1,816,309 
 
Lifecycle Fund:
T. Rowe Price 2005 Collective Investment Trust
2,609 shares50,998 
 
T. Rowe Price 2010 Collective Investment Trust
960 shares19,946 
T. Rowe Price 2015 Collective Investment Trust
2,564 shares58,038 
 
T. Rowe Price 2020 Collective Investment Trust
33,965 shares833,157 
T. Rowe Price 2025 Collective Investment Trust
161,201 shares4,297,609 
 
T. Rowe Price 2030 Collective Investment Trust
661,295 shares19,058,512 
T. Rowe Price 2035 Collective Investment Trust
456,432 shares14,039,851 
 
T. Rowe Price 2040 Collective Investment Trust
401,917 shares12,981,932 
T. Rowe Price 2045 Collective Investment Trust
456,603 shares15,108,997 
 
T. Rowe Price 2050 Collective Investment Trust
642,414 shares21,289,590 
T. Rowe Price 2055 Collective Investment Trust
472,418 shares15,627,599 
 
T. Rowe Price 2060 Collective Investment Trust
469,602 shares9,955,556 
T. Rowe Price 2065 Collective Investment Trust97,597 shares1,286,335 
*
Participant Loans
Maturities through May 2032; interest rates of 4.25% - 9.50%1,773,715 
 
 
 $175,551,209 
*
Party-in-interest.
  
See accompanying Report of Independent Registered Public Accounting Firm.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 BUCKLE 401(k) PLAN 
    
Date: June 27, 2024By:/s/ Thomas B. Heacock 
  Thomas B. Heacock 
  Senior Vice President of Finance, Treasurer, 
  and Chief Financial Officer 


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EXHIBIT INDEX

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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