five-20210317
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2021
 
FIVE BELOW, INC.
(Exact Name of Registrant as Specified in Charter)
 
Pennsylvania001-35600 75-3000378
(State or Other Jurisdiction of
Incorporation)
(Commission
File Number)
 (IRS Employer
Identification No.)
701 Market Street
Suite 300
Philadelphia, PA 19106
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215546-7909
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stockFIVENASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






















































Item 2.02Results of Operations and Financial Condition.
On March 17, 2021, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the fourth quarter and full year of fiscal 2020 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on March 17, 2021 to discuss the Company's financial results.

Item 8.01Other Events
On March 9, 2021, the Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of the Company's common stock through March 31, 2024, on the open market, in privately negotiated transactions, or otherwise. There can be no assurances that any such repurchases will be completed, or as to the timing or amount of any repurchases.

Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1Press Release dated March 17, 2021 announcing the Company's financial results for the fourth quarter and full year of fiscal 2020.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Five Below, Inc.
Date: March 17, 2021  By: /s/ Kenneth R. Bull
   Name: Kenneth R. Bull
   Title: Chief Financial Officer and Treasurer



EXHIBIT INDEX
 
Exhibit No.  Description
99.1  




fivebelowlogo081a.jpg
NEWS RELEASE
Five Below, Inc. Announces Fourth Quarter and Fiscal 2020 Financial Results
Q4 Net Sales Increase of 25%; Record Q4 Comparable Sales Increase of 13.8%
Q4 EPS of $2.20
 
PHILADELPHIA, PA (March 17, 2021) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the fourth quarter and full year of fiscal 2020 ended January 30, 2021.


For the fourth quarter ended January 30, 2021:
Net sales increased by 24.9% to $858.5 million from $687.1 million in the fourth quarter of fiscal 2019; comparable sales increased by 13.8%.
The Company opened 2 new stores and ended the quarter with 1,020 stores in 38 states. This represents an increase in stores of 13.3% from the end of the fourth quarter of fiscal 2019.
Operating income increased by 17.7% to $169.6 million from $144.1 million in the fourth quarter of fiscal 2019.
The effective tax rate was 26.6% compared to 23.6% in the fourth quarter of fiscal 2019.
Net income increased by 12.3% to $123.9 million from $110.4 million in the fourth quarter of fiscal 2019.
Diluted income per common share was $2.20 compared to $1.97 in the fourth quarter of fiscal 2019. The fourth quarter of fiscal 2019 included a $0.01 benefit from share-based accounting.
For the fiscal year ended January 30, 2021:
Net sales increased by 6.2% to $1,962.1 million from $1,846.7 million in fiscal 2019; comparable sales decreased by 5.5%.
The Company opened 120 net new stores compared to 150 new stores opened in fiscal 2019.
Operating income decreased by 28.8% to $154.8 million from $217.3 million in fiscal 2019.
The effective tax rate was 19.4% compared to 21.0% in fiscal 2019.
Net income decreased by 29.5% to $123.4 million from $175.1 million in fiscal 2019.
Diluted income per common share was $2.20 compared to $3.12 in fiscal 2019. The benefit from share-based accounting was approximately $0.08 in fiscal 2020 compared to $0.14 in fiscal 2019.


Joel Anderson, President and CEO of Five Below, stated, “We closed out an unprecedented year with fourth quarter results that were even stronger than we expected, highlighted by a record fourth quarter comparable sales increase of 13.8% with broad-based strength across our worlds. I am so grateful for our outstanding teams, who executed seamlessly against our key priorities, with an unwavering commitment to health and safety, maintaining financial discipline and always placing the customer at the center of our decision-making.”

Mr. Anderson continued, “We enter 2021 with this same focus and dedication as we continue to invest in our foundation and in innovation across product, experience and supply chain, while returning to more normalized annual store growth. With plans to open 170 to 180 new stores in our Five Beyond prototype, we are excited to enter the two new states of Utah and New Mexico, bringing the states we operate in to 40. Concurrently, we are expanding our distribution center network with the addition of our Arizona facility this year. With continued focus on providing extreme value, trend-right products our customers ‘just gotta have!', combined with execution against key strategic initiatives, we are well positioned to achieve our objectives for 2021 and beyond.”




First Quarter and Fiscal 2021 Outlook:
The Company expects the following results for the first quarter of fiscal 2021. Given the uncertainty related to COVID-19 and potential future shifts in consumer spending, the Company will not be providing sales or earnings guidance for the full year of fiscal 2021.

For the first quarter of fiscal 2021:
Net sales are expected to be in the range of $540 million to $560 million based on opening approximately 60 new stores.
Net income is expected to be in the range of $31.6 million to $38.4 million.
Diluted income per common share is expected to be in the range of $0.56 to $0.68 on approximately 56.4 million diluted weighted average shares outstanding.


Share Repurchase Program:
In 2018, the Company adopted a share repurchase program which will expire on March 31, 2021. On March 9, 2021, the Company announced that the Board of Directors have approved a new share repurchase program for up to $100 million of the Company's common shares through March 31, 2024. The number of common shares actually repurchased, and the timing and price of repurchases, will depend upon market conditions, Securities and Exchange Commission requirements, and other factors. Shares may be repurchased from time to time on the open market, in privately negotiated transactions, or otherwise. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors.


Conference Call Information:
A conference call to discuss the financial results for the fourth quarter and full year of fiscal 2020 is scheduled for today, March 17, 2021, at 4:30 p.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial 412-902-6753 approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will be available online at investor.fivebelow.com in the investor relations section of the website.

A taped replay of the conference call will be available within two hours of the conclusion of the call and can be accessed both online and by dialing 412-317-0088. The pin number to access the telephone replay is 10151857. The replay will be available for approximately two weeks after the call.


Forward-Looking Statements:
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect management's current views and estimates regarding the Company's industry, business strategy, goals and expectations concerning its market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. Investors can identify these statements by the fact that they use words such as "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "future" and similar terms and phrases. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to risks and uncertainties associated with the COVID-19 pandemic (including additional governmental restrictions and requirements, additional store closures and effects on customer demand or on our supply chain, our ability to keep our distribution centers and e-commerce fulfillment centers operational, our ability to effectively operate and remain open in some or all of our stores, and to open new stores and remodels), risks related to the Company's strategy and expansion plans, risks related to the inability to successfully implement our online retail operations, including cyber security risks, risks related to our ability to select, obtain, distribute and market merchandise profitably, risks related to our reliance on merchandise manufactured outside of the United States, the availability of suitable new store locations and the dependence on the volume of traffic to our stores, risks related to changes in consumer preferences and economic conditions, risks related to increased operating costs, including wage rates, risks related to extreme weather, pandemic outbreaks (in addition to COVID-19), global political events, war, terrorism or civil unrest (including any resulting store closures, damage, or loss of inventory), risks related to leasing, owning or building distribution centers, risks related to our ability to successfully manage inventory balance and inventory shrinkage, quality or safety concerns about the Company's merchandise, increased competition from other retailers including online retailers, risks related to the seasonality of our business, risks related to our ability to protect our brand name and other intellectual property, risks related to customers' payment methods, risks related to domestic and foreign trade restrictions including duties and tariffs affecting our domestic and foreign suppliers and increasing our costs, including, among others, the direct and indirect impact of recent and potential tariffs imposed and proposed by the United States on foreign imports, risks associated with the restrictions



imposed by our indebtedness on our current and future operations, the impact of changes in tax legislation and accounting standards and risks associated with leasing substantial amounts of space. For further details and a discussion of these risks and uncertainties, see the Company's periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. If one or more of these risks or uncertainties materialize, or if any of the Company's assumptions prove incorrect, the Company's actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this news release speaks only as of the date on which the Company makes it. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.


About Five Below:
Five Below is a leading high-growth value retailer offering trend-right, high-quality products loved by tweens, teens and beyond. We know life is way better when you're free to "let go & have fun" in an amazing experience filled with unlimited possibilities. With most items priced $1-$5, and some extreme value items priced beyond $5, we make it easy to say YES! to the newest, coolest stuff across 8 awesome Five Below worlds: Style, Room, Sports, Tech, Create, Party, Candy and Now. Founded in 2002 and headquartered in Philadelphia, Pennsylvania, Five Below today has over 1,050 stores in 38 states. For more information, please visit www.fivebelow.com!


Investor Contact:
Five Below, Inc.
Christiane Pelz
Vice President, Investor Relations
215-207-2658
[email protected]






FIVE BELOW, INC.
Consolidated Balance Sheets
(Unaudited)
(in thousands)
 
January 30, 2021February 1, 2020
Assets
Current assets:
Cash and cash equivalents$268,783 $202,490 
Short-term investment securities140,928 59,229 
Inventories281,267 324,028 
Prepaid income taxes6,350 4,063 
Prepaid expenses and other current assets58,085 75,903 
Total current assets755,413 665,713 
Property and equipment, net565,351 439,086 
Operating lease assets975,862 842,988 
Other assets18,144 10,874 
$2,314,770 $1,958,661 
Liabilities and Shareholders’ Equity
Current liabilities:
Line of credit$— $— 
Accounts payable138,622 130,242 
Income taxes payable2,025 9,505 
Accrued salaries and wages43,445 19,873 
Other accrued expenses108,504 81,255 
Operating lease liabilities143,074 110,470 
Total current liabilities435,670 351,345 
Other long-term liabilities1,048 1,199 
Deferred income taxes28,911 8,716 
Long-term operating lease liabilities967,255 837,623 
Total liabilities1,432,884 1,198,883 
Shareholders’ equity:
Common stock
559 557 
Additional paid-in capital321,075 322,330 
Retained earnings 560,252 436,891 
Total shareholders’ equity881,886 759,778 
$2,314,770 $1,958,661 





FIVE BELOW, INC.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
 
 Thirteen weeks endedFifty-two weeks ended
 January 30, 2021February 1, 2020January 30, 2021February 1, 2020
Net sales$858,514 $687,130 $1,962,137 $1,846,730 
Cost of goods sold517,584 398,002 1,309,807 1,172,764 
Gross profit340,930 289,128 652,330 673,966 
Selling, general and administrative expenses171,322 145,027 497,527 456,682 
Operating income169,608 144,101 154,803 217,284 
Interest (expense) income and other, net(719)333 (1,736)4,285 
Income before income taxes168,889 144,434 153,067 221,569 
Income tax expense44,952 34,060 29,706 46,513 
Net income$123,937 $110,374 $123,361 $175,056 
Basic income per common share$2.22 $1.98 $2.21 $3.14 
Diluted income per common share$2.20 $1.97 $2.20 $3.12 
Weighted average shares outstanding:
Basic shares55,901,221 55,692,475 55,816,508 55,823,535 
Diluted shares56,240,633 56,006,952 56,060,039 56,166,167 





FIVE BELOW, INC.

Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
 
 Fifty-two weeks ended
 January 30, 2021February 1, 2020
Operating activities:
Net income$123,361 $175,056 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization69,345 54,979 
Share-based compensation expense9,551 12,383 
Deferred income tax expense 20,195 14,842 
Other non-cash expenses2,572 117 
Changes in operating assets and liabilities:
Inventories42,761 (80,392)
Prepaid income taxes(2,287)(2,726)
Prepaid expenses and other assets17,141 (16,603)
Accounts payable11,146 20,742 
Income taxes payable(7,480)(11,121)
Accrued salaries and wages23,572 (4,713)
Operating leases29,362 13,922 
Other accrued expenses26,727 10,543 
Net cash provided by operating activities365,966 187,029 
Investing activities:
Purchases of investment securities and other investments(192,612)(136,148)
Sales, maturities, and redemptions of investment securities105,912 154,865 
Capital expenditures(200,189)(212,297)
Net cash used in investing activities(286,889)(193,580)
Financing activities:
Borrowing on note payable under Revolving Credit Facility50,000 — 
Repayment of note payable under Revolving Credit Facility(50,000)— 
Cash paid for Revolving Credit Facility financing costs(2,029)— 
Net proceeds from issuance of common stock477 435 
Repurchase and retirement of common stock(12,663)(36,885)
Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units5,348 4,110 
Common shares withheld for taxes(3,917)(10,367)
Net cash used in financing activities(12,784)(42,707)
Net increase (decrease) in cash and cash equivalents66,293 (49,258)
Cash and cash equivalents at beginning of year202,490 251,748 
Cash and cash equivalents at end of year$268,783 $202,490