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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): November 29, 2023
 
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: (215) 546-7909
Not applicable
(Former Name or Former Address, if Changed Since Last Report)

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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stockFIVEThe Nasdaq Stock Market LLC

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 2.02 Results of Operations and Financial Condition.
On November 29, 2023, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the third quarter and the year-to-date period ended October 28, 2023 (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 November 29, 2023 to discuss the financial results.


Item 8.01 Other Events.
On November 27, 2023, the Board of Directors retired the Company’s current share repurchase program and approved a new share repurchase program authorizing the repurchase of up to $100 million of the Company’s common stock through November 27, 2026, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1Press Release dated November 29, 2023 announcing the Company's financial results for the third quarter and the year-to-date period ended October 28, 2023.



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: November 29, 2023  By: /s/ Kristy Chipman
   Name: Kristy Chipman
   Title: Chief Financial Officer and Treasurer


EXHIBIT INDEX
 



 

fivebelowlogoq12015a10.jpg
NEWS RELEASE
Five Below, Inc. Announces Third Quarter Fiscal 2023 Financial Results
Q3 Net Sales Increase of 14.2%
Q3 Comparable Sales Increase of 2.5% with a 3.1% Increase in Comparable Transactions
Raises Midpoint of Fiscal 2023 Guidance
PHILADELPHIA, PA – (November 29, 2023) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the third quarter and year to date period ended October 28, 2023.

For the third quarter ended October 28, 2023:
•Net sales increased by 14.2% to $736.4 million from $645.0 million in the third quarter of fiscal 2022; comparable sales increased by 2.5% versus the third quarter of fiscal 2022.
•The Company opened 74 new stores and ended the quarter with 1,481 stores in 43 states. This represents an increase in stores of 14.6% from the end of the third quarter of fiscal 2022.
•Operating income was $16.1 million compared to $20.9 million in the third quarter of fiscal 2022.
•The effective tax rate was 25.4% compared to 24.6% in the third quarter of fiscal 2022.
•Net income was $14.6 million compared to $16.1 million in the third quarter of fiscal 2022.
•Diluted income per common share was $0.26 compared to $0.29 in the third quarter of fiscal 2022.
•The Company repurchased approximately 500,000 shares in the third quarter of fiscal 2023 at a cost of approximately $80.0 million.

Joel Anderson, President and CEO of Five Below, said, "We are very pleased with our results and operational execution in the third quarter. We exceeded our guidance for sales, comparable sales and EPS, as our value offering resonated with customers and we effectively capitalized on multiple trends. We opened a record 74 new stores in the third quarter and are on track to open over 200 new stores for the year. We have also successfully converted over 400 stores to our new Five Beyond format, ending the third quarter with approximately 50% of our comparable store base in this format."

Mr. Anderson continued, "We entered the all-important holiday quarter ready to Wow our customers with an outstanding assortment of gifts and stocking stuffers at incredible value. We are well-positioned to execute this holiday season and deliver on our goals for the year."

For the year to date period ended October 28, 2023:
•Net sales increased by 13.7% to $2.22 billion from $1.95 billion in the year to date period of fiscal 2022; comparable sales increased by 2.6% versus the year to date period of fiscal 2022.
•The Company opened 141 new stores compared to 102 new stores in the year to date period of fiscal 2022.
•Operating income was $117.1 million compared to $119.3 million in the year to date period of fiscal 2022.
•The effective tax rate was 23.1% compared to 24.6% in the year to date period of fiscal 2022.
•Net income was $98.9 million compared to $90.2 million in the year to date period of fiscal 2022.
•Diluted income per common share was $1.78 compared to $1.62 in the year to date period of fiscal 2022. The benefit from share-based accounting was approximately $0.07 in the year to date period of fiscal 2023 compared to approximately $0.03 in the year to date period of fiscal 2022.

Fourth Quarter and Fiscal 2023 Outlook:
The Company expects the following results for the fourth quarter and full year fiscal 2023:

For the fourth quarter of Fiscal 2023:
•Net sales are expected to be in the range of $1.32 billion to $1.35 billion based on opening over 60 new stores and assuming an approximate 2% to 3% increase in comparable sales.
•Net income is expected to be in the range of $201 million to $211 million.
•Diluted income per common share is expected to be in the range of $3.64 to $3.80 on approximately 55.4 million diluted weighted average shares outstanding.

For the full year of Fiscal 2023:
•Net sales are expected to be in the range of $3.54 billion to $3.57 billion based on opening over 200 new stores and assuming an approximate 2.5% increase in comparable sales.
•Net income is expected to be in the range of $300 million to $310 million.
•Diluted income per common share is expected to be in the range of $5.40 to $5.56 on approximately 55.6 million diluted weighted average shares outstanding.
•The 53rd week is expected to contribute approximately $40 million in sales and approximately $0.08 in diluted income per common share.
•Gross capital expenditures are expected to be approximately $335 million in fiscal 2023.

Share Repurchase Program:
On November 27, 2023, the Company announced that the Board of Directors retired the Company’s current share repurchase program and approved a new share repurchase program authorizing the repurchase of up to $100 million of the Company’s common shares through November 27, 2026. 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 third quarter and year to date period of fiscal 2023 is scheduled for today, November 29, 2023, 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, where a replay will be available shortly after the conclusion of 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, store count potential 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 related to disruption to the global supply chain, risks related to the Company's strategy and expansion plans, risks related to disruptions in our information technology systems and our ability to maintain and upgrade those systems, risks related to the inability to successfully implement our online retail operations, risks related to cyberattacks or other cyber incidents, 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 inflation and increasing commodity prices, risks related to potential systematic failure of the banking system in the United States or globally, risks related to extreme weather, pandemic outbreaks, 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 current 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 believe life is better when customers are free to "let go & have fun" in an amazing experience filled with unlimited possibilities. With most items priced between $1 and $5, and some extreme value items priced beyond $5 in our incredible Five Beyond offering, Five Below makes it easy to say YES! to the newest, coolest stuff across eight awesome Five Below worlds: Style, Room, Sports, Tech, Create, Party, Candy and New & Now. Founded in 2002 and headquartered in Philadelphia, Pennsylvania, Five Below today has over 1,500 stores in 43 states. For more information, please visit www.fivebelow.com or find Five Below on Instagram, TikTok, X and Facebook @FiveBelow.

Investor Contact:
Five Below, Inc.
Christiane Pelz
Vice President, Investor Relations & Treasury
215-207-2658
InvestorRelations@fivebelow.com


FIVE BELOW, INC.
Consolidated Balance Sheets
(Unaudited)
(in thousands)
 
October 28, 2023January 28, 2023October 29, 2022
Assets
Current assets:
Cash and cash equivalents$162,928 $332,324 $44,229 
Short-term investment securities— 66,845 72,722 
Inventories763,349 527,720 701,561 
Prepaid income taxes and tax receivable23,906 8,898 25,389 
Prepaid expenses and other current assets140,816 130,592 113,147 
Total current assets1,090,999 1,066,379 957,048 
Property and equipment, net1,075,275 925,530 880,469 
Operating lease assets1,475,095 1,319,132 1,312,437 
Other assets16,069 13,870 13,761 
$3,657,438 $3,324,911 $3,163,715 
Liabilities and Shareholders’ Equity
Current liabilities:
Line of credit$— $— $— 
Accounts payable349,340 221,120 279,836 
Income taxes payable— 19,928 — 
Accrued salaries and wages19,357 25,420 14,140 
Other accrued expenses158,272 136,316 152,260 
Operating lease liabilities231,197 199,776 193,614 
Total current liabilities758,166 602,560 639,850 
Other long-term liabilities4,625 4,296 4,307 
Long-term operating lease liabilities1,455,358 1,296,975 1,293,692 
Deferred income taxes61,364 59,151 41,378 
Total liabilities2,279,513 1,962,982 1,979,227 
Shareholders’ equity:
Common stock
551 555 555 
Additional paid-in capital177,877 260,784 254,663 
Retained earnings 1,199,497 1,100,590 929,270 
Total shareholders’ equity1,377,925 1,361,929 1,184,488 
$3,657,438 $3,324,911 $3,163,715 




FIVE BELOW, INC.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
 
 Thirteen Weeks EndedThirty-Nine Weeks Ended
 October 28, 2023October 29, 2022October 28, 2023October 29, 2022
Net sales$736,405 $645,034 $2,221,633 $1,953,557 
Cost of goods sold513,577 437,226 1,499,422 1,310,463 
Gross profit222,828 207,808 722,211 643,094 
Selling, general and administrative expenses206,705 186,874 605,082 523,820 
Operating income 16,123 20,934 117,129 119,274 
Interest income and other income 3,434 483 11,423 341 
Income before income taxes19,557 21,417 128,552 119,615 
Income tax expense 4,963 5,271 29,645 29,407 
Net income$14,594 $16,146 $98,907 $90,208 
Basic income per common share$0.26 $0.29 $1.78 $1.62 
Diluted income per common share$0.26 $0.29 $1.78 $1.62 
Weighted average shares outstanding:
Basic shares55,452,533 55,509,525 55,592,536 55,551,382 
Diluted shares55,576,140 55,683,609 55,717,987 55,720,792 




FIVE BELOW, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
 
 Thirty-Nine Weeks Ended
 October 28, 2023October 29, 2022
Operating activities:
Net income $98,907 $90,208 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization93,652 76,698 
Share-based compensation expense 13,366 18,117 
Deferred income tax expense2,213 5,222 
Other non-cash expenses172 364 
Changes in operating assets and liabilities:
Inventories(235,629)(246,457)
Prepaid income taxes and tax receivable(15,008)(14,064)
Prepaid expenses and other assets(12,530)(21,787)
Accounts payable123,374 79,046 
Income taxes payable(19,928)(28,096)
Accrued salaries and wages(6,063)(39,399)
Operating leases33,841 27,271 
Other accrued expenses15,521 7,895 
Net cash provided by (used in) operating activities91,888 (44,982)
Investing activities:
Purchases of investment securities and other investments(128,950)(31,815)
Sales, maturities, and redemptions of investment securities195,795 273,951 
Capital expenditures(231,921)(173,589)
Net cash (used in) provided by investing activities(165,076)68,547 
Financing activities:
Cash paid for Revolving Credit Facility financing costs— (248)
Net proceeds from issuance of common stock440 464 
Repurchase and retirement of common stock
(80,541)(40,007)
Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units
288 111 
Common shares withheld for taxes(16,395)(4,629)
Net cash used in financing activities(96,208)(44,309)
Net decrease in cash and cash equivalents(169,396)(20,744)
Cash and cash equivalents at beginning of period332,324 64,973 
Cash and cash equivalents at end of period$162,928 $44,229 



v3.23.3
Cover Page
Nov. 29, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 29, 2023
Entity Registrant Name FIVE BELOW, INC.
Entity Incorporation, State or Country Code PA
Entity File Number 001-35600
Entity Tax Identification Number 75-3000378
Entity Address, Address Line One 701 Market Street
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19106
City Area Code 215
Local Phone Number 546-7909
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001177609
Amendment Flag false
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