Five Below(FIVE) - 2024 Q4 - Annual Report

PART I ITEM 1. BUSINESS Five Below is a high-growth value retailer with 1,544 stores, offering trend-right products mostly under $5, aiming for over 3,500 locations through expansion and brand awareness - Five Below is a leading high-growth value retailer offering trend-right, high-quality products primarily priced at $5 and below, targeting tweens, teens, and beyond across eight category worlds: Style, Room, Sports, Tech, Create, Party, Candy, and New & Now[12][42][249] - The company's growth strategy focuses on expanding its store base, increasing brand awareness through digital marketing and social media, enhancing operating margins by leveraging its cost structure, and driving comparable sales through dynamic merchandising and an engaging in-store experience[20][21][22][23][32] - New store model targets approximately 9,500 square feet, achieving $2 million in sales in the first full year of operation with an average cash investment of $0.4 million, and an average payback period of less than one year[19][61][251] - The company employs approximately 7,000 full-time and 15,000 part-time crew members as of February 3, 2024, and maintains a comprehensive benefits package and a culture focused on engagement and retention[119][120][367] - The business is seasonal, with the highest net sales and net income generated in the fourth fiscal quarter due to the year-end holiday season, leading to fluctuations in inventory levels and working capital requirements[122][131][176][450] Store Growth and Expansion Plans | Metric | Fiscal 2023 | Fiscal 2024 Plan | Long-Term Goal | | :----- | :---------- | :--------------- | :------------- | | Stores at End of Period | 1,544 | 225-235 new stores | >3,500 locations | Key Financial Performance (Fiscal 2021-2023) | Metric | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | :----- | :---------- | :---------- | :---------- | | Comparable Sales Growth | 2.8% | (2.0)% | 30.3% | | Net Sales ($M) | $3,559.4 | $3,076.3 | $2,848.4 | | Operating Income ($M) | $385.6 | $345.0 | $379.9 | | Store Base Growth (CAGR 2021-2023) | 13.9% | - | - | Product Mix as Percentage of Net Sales | Category | 2023 | 2022 | 2021 | | :------- | :--- | :--- | :--- | | Leisure | 46.2% | 47.6% | 49.6% | | Fashion and home | 29.3% | 29.2% | 30.2% | | Snack and seasonal | 24.5% | 23.2% | 20.2% | | Total | 100.0% | 100.0% | 100.0% | ITEM 1A. RISK FACTORS The company faces risks including growth strategy execution, supply chain disruptions, inflation, IT system failures, seasonality, and stock volatility, potentially impacting financial performance - Failure to successfully implement the growth strategy, including opening new stores and managing market saturation, could harm growth and results of operations[124][125][134][383] - Reliance on merchandise manufactured outside the United States subjects the company to legal, regulatory, political, and economic risks, including tariffs, which could increase costs, lower margins, and reduce consumer spending[127][136][137] - Inflation and rising commodity prices, coupled with increased operational costs (e.g., wages, benefits), could adversely affect the business by impacting net sales and earnings, especially if price increases are not accepted by customers or undermine the value retailer positioning[133][143][155] - Significant disruptions in information technology systems, including cyberattacks, data breaches, and challenges in managing the increasing use of artificial intelligence, could adversely affect operations, customer confidence, and financial results[147][148][149][167] - The business is seasonal, with approximately 40% of annual sales occurring in the fourth fiscal quarter; adverse events during this period could have a substantial negative impact on operating results[176] - The company does not anticipate paying any cash dividends on its common stock for the foreseeable future, and its stock price may be volatile or decline regardless of operating performance[200][204][211] ITEM 1B. UNRESOLVED STAFF COMMENTS No unresolved staff comments from the SEC are reported as of the filing date of this Annual Report - No unresolved staff comments are reported[206] ITEM 1C. CYBERSECURITY The company manages cybersecurity risks through a CISO, ISO/NIST aligned strategy, annual incident response testing, and Board oversight, with no material threats reported - Cybersecurity risk is assessed at the enterprise level as part of the overall enterprise risk management program, led by a dedicated Chief Information Security Officer (CISO)[214] - The cybersecurity strategy is aligned to ISO 27001/02 and NIST frameworks, driving security policies, procedures, and technology to prevent, detect, and minimize the effects of cybersecurity incidents[215] - Incident response plans are maintained and tested annually, and as of the report date, no material cybersecurity threats have affected or are reasonably likely to materially affect the company[216][217] - The Board of Directors oversees cybersecurity risks through interaction with management and the Audit Committee, receiving quarterly updates from the CISO[209][278] ITEM 2. PROPERTIES The company operates a leased corporate headquarters, five shipcenters (four owned, one leased), and 1,544 leased retail stores across 43 states - Corporate headquarters is located in Philadelphia, Pennsylvania, occupying approximately 230,000 square feet under a lease expiring in early 2033[220] - The company operates five shipcenters: Pedricktown, NJ (leased, 1,000,000 sq ft), Forsyth, GA (owned, expanding to 1,000,000 sq ft in H1 2024), Conroe, TX (owned, 860,000 sq ft), Buckeye, AZ (owned, expanding to 1,200,000 sq ft in H2 2024), and Indianapolis, IN (owned, 1,030,000 sq ft)[95][96][97][221] - All 1,544 Five Below store locations in 43 states are leased from third parties, typically with ten-year terms and additional five-year renewal options[223] ITEM 3. LEGAL PROCEEDINGS The company is involved in ordinary course legal actions, which management believes will not materially impact its financial condition or operations - The company is subject to various proceedings, lawsuits, investigations, disputes, and claims in the ordinary course of business[224] - Management does not believe that the ultimate resolution of these matters will have a material adverse effect on the company's financial condition or results of operations[224] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - This item is not applicable[225] PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The company's common stock (FIVE) is listed on Nasdaq, has 258,974 holders, does not pay dividends, and has repurchased 1.6 million shares for $230 million since 2018 - The company's common stock is listed on the Nasdaq Global Select Market under the symbol "FIVE"[6][227] - As of March 8, 2024, there were approximately 258,974 holders of record of the common stock[227] - The company has not declared cash dividends in the past five fiscal years and does not plan to in the foreseeable future, with any future determination at the discretion of the Board and subject to financial conditions and contractual restrictions[211][266] - Since March 2018, the company has repurchased approximately 1.6 million shares for an aggregate cost of approximately $230 million under various share repurchase programs[268][429] Issuer Purchases of Equity Securities (Q4 Fiscal 2023) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased Under the Program | | :----- | :------------------------------- | :--------------------------- | :------------------------------------------------- | | Third Quarter 2023 | — | — | $20,000,000 | | Oct 29, 2023 - Nov 25, 2023 | — | — | $20,000,000 | | Nov 26, 2023 - Dec 30, 2023 | — | — | $100,000,000 | | Dec 31, 2023 - Feb 3, 2024 | — | — | $100,000,000 | | Fourth Quarter 2023 | — | — | $100,000,000 | ITEM 6. SELECTED FINANCIAL DATA This section presents selected consolidated financial data for fiscal years 2019-2023, including statements of operations, cash flows, and balance sheet information Consolidated Statements of Operations Data (Fiscal Years 2019-2023) | Metric | 2023 | 2022 | 2021 | 2020 | 2019 | | :----- | :--- | :--- | :--- | :--- | :--- | | Net sales ($M) | 3,559.4 | 3,076.3 | 2,848.4 | 1,962.1 | 1,846.7 | | Cost of goods sold ($M) | 2,285.5 | 1,980.8 | 1,817.9 | 1,309.8 | 1,172.8 | | SG&A expenses ($M) | 757.5 | 644.8 | 565.7 | 428.2 | 401.7 | | Depreciation and amortization ($M) | 130.7 | 105.6 | 84.8 | 69.3 | 55.0 | | Operating income ($M) | 385.6 | 345.0 | 379.9 | 154.8 | 217.3 | | Net income ($M) | 301.1 | 261.5 | 278.8 | 123.4 | 175.1 | | Basic EPS ($) | 5.43 | 4.71 | 4.98 | 2.21 | 3.14 | | Diluted EPS ($) | 5.41 | 4.69 | 4.95 | 2.20 | 3.12 | Consolidated Statements of Cash Flows Data (Fiscal Years 2019-2023) | Metric | 2023 | 2022 | 2021 | 2020 | 2019 | | :----- | :--- | :--- | :--- | :--- | :--- | | Net cash provided by operating activities ($M) | 499.6 | 314.9 | 327.9 | 366.0 | 187.0 | | Net cash used in investing activities ($M) | (556.3) | (3.9) | (465.6) | (286.9) | (193.6) | | Net cash used in financing activities ($M) | (95.9) | (43.6) | (66.1) | (12.8) | (42.7) | Other Operating and Financial Data (Fiscal Years 2019-2023) | Metric | 2023 | 2022 | 2021 | 2020 | 2019 | | :----- | :--- | :--- | :--- | :--- | :--- | | Total stores at end of period | 1,544 | 1,340 | 1,190 | 1,020 | 900 | | Comparable sales increase (decrease) | 2.8% | (2.0)% | 30.3% | (5.5)% | 0.6% | | Average net sales per store ($M) | 2.5 | 2.4 | 2.5 | 2.0 | 2.2 | | Gross margin | 35.8% | 35.6% | 36.2% | 33.2% | 36.5% | | Capital expenditures ($M) | 335.1 | 252.0 | 288.2 | 200.2 | 212.3 | Consolidated Balance Sheet Data (Fiscal Years 2019-2023) | Metric | 2023 | 2022 | 2021 | 2020 | 2019 | | :----- | :--- | :--- | :--- | :--- | :--- | | Cash and cash equivalents ($M) | 179.7 | 332.3 | 65.0 | 268.8 | 202.5 | | Short-term investment securities ($M) | 280.3 | 66.8 | 277.1 | 140.9 | 59.2 | | Total current assets ($M) | 1,203.5 | 1,066.4 | 904.7 | 755.4 | 665.7 | | Total assets ($M) | 3,872.0 | 3,324.9 | 2,880.5 | 2,314.8 | 1,958.7 | | Total current liabilities ($M) | 715.9 | 602.6 | 586.9 | 435.7 | 351.3 | | Total liabilities ($M) | 2,287.1 | 1,963.0 | 1,760.2 | 1,432.9 | 1,198.9 | | Total shareholders' equity ($M) | 1,585.0 | 1,361.9 | 1,120.3 | 881.9 | 759.8 | ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section analyzes fiscal 2023 financial performance, highlighting increased net sales and net income from new stores and comparable sales, and discusses liquidity, capital resources, and critical accounting policies - Net sales increased by 15.7% to $3,559.4 million in fiscal year 2023 from $3,076.3 million in fiscal year 2022, primarily due to new store openings and a 2.8% comparable sales increase[104][140] - Gross profit increased by 16.3% to $1,273.8 million in fiscal year 2023, with gross margin improving by approximately 20 basis points to 35.8%, mainly due to a decrease in distribution costs as a percentage of net sales[161] - Selling, general and administrative expenses (including depreciation and amortization) increased by 18.4% to $888.3 million in fiscal year 2023, primarily driven by store-related expenses for new store growth and corporate expenses[162] - Net income increased by 15.1% to $301.1 million in fiscal year 2023 from $261.5 million in fiscal year 2022, primarily due to increased pre-tax net income[129][164] - The company plans approximately $365 million in cash capital expenditures for fiscal 2024, primarily for new store construction (225-235 new stores), store relocations/remodels, distribution facilities, and corporate infrastructure[268] - The Revolving Credit Facility provides a secured asset-based revolving line of credit up to $225 million, expiring in September 2027, with $216 million available as of February 3, 2024[268][291][477][479] Cash Flow Summary (Fiscal 2022-2023) | Metric | Fiscal 2023 ($M) | Fiscal 2022 ($M) | Change ($M) | | :----- | :--------------- | :--------------- | :---------- | | Net cash provided by operating activities | 499.6 | 314.9 | +184.7 | | Net cash used in investing activities | (556.3) | (3.9) | (552.4) | | Net cash used in financing activities | (95.9) | (43.6) | (52.2) | Contractual Obligations (as of Feb 3, 2024, in millions) | Type | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :--- | :---- | :--------------- | :-------- | :-------- | :---------------- | | Operating lease obligations | $2,099.2 | $305.6 | $591.4 | $507.3 | $694.8 | | Purchase obligations | $5.6 | $5.6 | — | — | — | | Total | $2,104.8 | $311.2 | $591.4 | $507.3 | $694.8 | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The company's primary market risk is interest rate sensitivity, impacting investment income and Revolving Credit Facility expenses, with no material impact expected from short-term rate changes - The principal market risk relates to interest rate sensitivity, which affects interest income from investment securities and interest expense on the variable-rate Revolving Credit Facility[303] - Due to the short-term nature of the investment portfolio, an immediate 100 basis point increase or decrease in interest rates is not expected to have a material effect on the fair market value of the portfolio or operating results[303] - The Revolving Credit Facility bears interest at a variable rate (SOFR or base rate plus applicable margin), exposing the company to market risks from changes in interest rates if material borrowings occur[303] - The company does not use derivative financial instruments for speculative or trading purposes[303] ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This section provides audited consolidated financial statements for fiscal years 2021-2023, including KPMG's unqualified opinion, and detailed notes on accounting policies and financial disclosures - KPMG LLP provided an unqualified opinion on the consolidated financial statements for the three-year period ended February 3, 2024, and on the effectiveness of the company's internal control over financial reporting as of February 3, 2024[299][308][509] - A critical audit matter identified was the evaluation of slow-moving and obsolete inventories at net realizable value, requiring significant auditor judgment due to the complexity of assessing the company's ability to sell certain products[310][319] - The company's accounting policies include stating inventories at the lower of cost and net realizable value using a weighted average cost method, recognizing operating lease assets and liabilities based on the present value of future payments, and accounting for share-based compensation at grant date fair value[333][343][346] - As of February 3, 2024, there was $32.4 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements, expected to be recognized over a weighted average vesting period of 2.2 years[507] Consolidated Balance Sheets (in thousands) | Asset/Liability | Feb 3, 2024 | Jan 28, 2023 | | :-------------- | :---------- | :----------- | | Cash and cash equivalents ($K) | $179,749 | $332,324 | | Short-term investment securities ($K) | $280,339 | $66,845 | | Inventories ($K) | $584,627 | $527,720 | | Total current assets ($K) | $1,203,542 | $1,066,379 | | Property and equipment, net ($K) | $1,134,312 | $925,530 | | Operating lease assets ($K) | $1,509,416 | $1,319,132 | | Total assets ($K) | $3,872,037 | $3,324,911 | | Accounts payable ($K) | $256,275 | $221,120 | | Total current liabilities ($K) | $715,926 | $602,560 | | Total liabilities ($K) | $2,287,081 | $1,962,982 | | Total shareholders' equity ($K) | $1,584,956 | $1,361,929 | Consolidated Statements of Operations (in thousands) | Metric | 2023 | 2022 | 2021 | | :----- | :--- | :--- | :--- | | Net sales ($K) | $3,559,369 | $3,076,308 | $2,848,354 | | Cost of goods sold ($K) | $2,285,544 | $1,980,817 | $1,817,910 | | Operating income ($K) | $385,571 | $345,043 | $379,880 | | Net income ($K) | $301,106 | $261,528 | $278,810 | | Basic income per common share ($) | $5.43 | $4.71 | $4.98 | | Diluted income per common share ($) | $5.41 | $4.69 | $4.95 | Consolidated Statements of Cash Flows (in thousands) | Activity | 2023 | 2022 | 2021 | | :------- | :--- | :--- | :--- | | Net cash provided by operating activities ($K) | $499,619 | $314,926 | $327,912 | | Net cash used in investing activities ($K) | $(556,335) | $(3,940) | $(465,597) | | Net cash used in financing activities ($K) | $(95,859) | $(43,635) | $(66,125) | | Net (decrease) increase in cash and cash equivalents ($K) | $(152,575) | $267,351 | $(203,810) | | Cash and cash equivalents at end of year ($K) | $179,749 | $332,324 | $64,973 | Maturity of Lease Liabilities (as of Feb 3, 2024, in thousands) | Year | Operating Leases ($K) | | :--- | :--------------- | | 2024 | $305,635 | | 2025 | $304,822 | | 2026 | $286,595 | | 2027 | $266,464 | | 2028 | $240,866 | | After 2028 | $694,789 | | Total lease payments | $2,099,171 | | Less: imputed interest | $360,621 | | Present value of lease liabilities | $1,738,550 | Income Tax Expense Components (in thousands) | Type | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Current Federal ($K) | $70,615 | $49,470 | $68,224 | | Current State ($K) | $21,788 | $13,541 | $12,424 | | Deferred Federal ($K) | $8,052 | $21,232 | $6,088 | | Deferred State ($K) | $(460) | $1,763 | $1,157 | | Total Income Tax Expense ($K) | $99,995 | $86,006 | $87,893 | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE No changes in or disagreements with accountants on accounting and financial disclosure are reported - Not applicable[434] ITEM 9A. CONTROLS AND PROCEDURES Management and KPMG affirmed the effectiveness of disclosure controls and internal control over financial reporting as of February 3, 2024, with no material changes reported - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at a reasonable assurance level as of February 3, 2024[451] - Management assessed and determined that the company maintained effective internal control over financial reporting as of February 3, 2024, based on criteria from the COSO 2013 framework[436][454] - KPMG LLP issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of February 3, 2024[439] - There were no changes to internal control over financial reporting during the fourteen weeks ended February 3, 2024, that materially affected or are reasonably likely to materially affect it[453] ITEM 9B. OTHER INFORMATION No directors or Section 16 officers adopted or terminated Rule 10b5-1(c) trading arrangements during the fourteen weeks ended February 3, 2024 - No directors or Section 16 officers adopted or terminated Rule 10b5-1(c) trading arrangements during the fourteen weeks ended February 3, 2024[457] ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS This item is not applicable to the company - Not applicable[458] PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2024 Annual Meeting of Shareholders[459] ITEM 11. EXECUTIVE COMPENSATION Information on executive compensation is incorporated by reference from the Proxy Statement for the 2024 Annual Meeting of Shareholders - Information is incorporated by reference from the Proxy Statement for the 2024 Annual Meeting of Shareholders[460] ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information on security ownership of beneficial owners, management, and related stockholder matters is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2024 Annual Meeting of Shareholders[468] ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2024 Annual Meeting of Shareholders[469] ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information on principal accountant fees and services is incorporated by reference from the Proxy Statement for the 2024 Annual Meeting of Shareholders - Information is incorporated by reference from the Proxy Statement for the 2024 Annual Meeting of Shareholders[470] PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES This section lists all exhibits and financial statement schedules, including consolidated financial statements, corporate documents, and various agreements - The section includes consolidated financial statements, various corporate documents, equity incentive plans, credit agreements, employment letters, and certifications as exhibits[461][462][474][475][487][490][491][492] ITEM 16. FORM 10-K SUMMARY An optional Form 10-K summary is not included in this report - Optional disclosure not included in this report[483] SIGNATURES This section contains the required signatures of the company's non-executive chairman, CEO, CFO, and other directors, certifying the report filing - The report is signed by the non-executive chairman, president, chief executive officer, chief financial officer, and other directors on March 21, 2024[486][495][496][497]