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8-K - 8-K - FIVE BELOW, INCq3fivebelowpressrelease.htm



NEWS RELEASE

Five Below, Inc. Announces Third Quarter Fiscal 2013 Financial Results
Reports sales increase of 28% to $110.7 million;
Reports GAAP diluted EPS of $0.03; adjusted EPS of $0.05
Raises full year 2013 guidance

PHILADELPHIA, PA - (December 5, 2013) - Five Below, Inc. (Nasdaq: FIVE) today announced financial results for the thirteen weeks ended November 2, 2013.


For the thirteen weeks ended November 2, 2013:

Net sales increased by 27.9% to $110.7 million from $86.6 million in the third quarter of fiscal 2012; comparable store sales increased by 9.0%.

Operating income was $3.0 million as compared to $1.8 million in the third quarter of fiscal 2012. Adjusted operating income, which excludes the impact of the founders' transaction in both periods (see GAAP/Non-GAAP reconciliation table), increased to $4.5 million as compared to $3.4 million in the third quarter of fiscal 2012.

The Company opened 28 net new stores and ended the quarter with 304 stores in 19 states. This represents an increase in stores of 25% from the end of the third quarter of fiscal 2012.
 
Net interest expense was $0.3 million as compared to $0.6 million in the third quarter of fiscal 2012. The decrease in net interest expense resulted from the decrease in the outstanding balance of the Company's term loan. During the second quarter of fiscal 2013, the Company repaid $15.0 million of principal on the term loan.

The effective tax rate was 37.9% compared to 43.2% in the third quarter of fiscal 2012.

Net income was $1.7 million compared to $0.7 million in the third quarter of fiscal 2012. Adjusted net income, which excludes the impact of the founders' transaction in both periods (see GAAP/Non-GAAP reconciliation table), was $2.6 million compared to $1.6 million for the third quarter of fiscal 2012.

U.S. generally accepted accounting principles, or GAAP, diluted income per common share was $0.03 compared to $0.01 per share in the third quarter of fiscal 2012. Adjusted diluted income per common share, which is adjusted net income on an adjusted diluted weighted average common shares outstanding basis (see GAAP/Non-GAAP reconciliation table), was $0.05, compared to $0.03 in the third quarter of fiscal 2012.

 







Thomas Vellios, Co-Founder and CEO, stated: “We are pleased to have delivered another solid quarter, with a 28% increase in sales and a 35% increase in adjusted operating income. Our results once again demonstrate the appeal of the Five Below value proposition; trend-right product that targets our core teen and pre-teen customer at the $1 to $5 price points.”

Mr. Vellios added, “Our team successfully completed the new store program for 2013 with the opening of 60 net new stores, bringing our total store count to 304. We are ready for the all-important fourth quarter. With our broad assortment of giftable merchandise, we look forward to delighting our customers when they shop our stores this holiday season.”


For the thirty-nine weeks ended November 2, 2013:

Net sales increased by 31.9% to $323.4 million from $245.2 million in the comparable period in fiscal 2012; comparable store sales increased by 6.6%.

Operating income was $13.4 million as compared to $4.6 million in the comparable period in fiscal 2012. Adjusted operating income, which excludes the impact of the founders' transaction in both periods and the fees incurred related to the Company's secondary public offering in the second quarter of fiscal 2013 (see GAAP/Non-GAAP reconciliation table), increased to $18.9 million as compared to $13.9 million in the comparable period in fiscal 2012.

The Company opened 60 net new stores, compared to 51 new stores opened in the comparable period in fiscal 2012.
 
Net interest expense was $1.2 million as compared to $1.8 million in the comparable period in fiscal 2012.

Loss on debt extinguishment was $0.3 million as compared to $1.6 million in the comparable period in fiscal 2012. The loss on debt extinguishment was related to the write-off of deferred financing costs in connection with the $15.0 million and $65.5 million partial repayments of the Company's term loan, respectively.

The effective tax rate was 38.6% compared to 43.4% in the comparable period in fiscal 2012.

Net income was $7.3 million compared to $0.8 million in the comparable period in fiscal 2012. Adjusted net income, which excludes the impact of the founders' transaction in both periods and the fees incurred related to the Company's secondary public offering in the second quarter of fiscal 2013 (see GAAP/Non-GAAP reconciliation table), was $11.1 million compared to $6.1 million for the comparable period in fiscal 2012.

GAAP diluted income per common share was $0.13 compared to a loss of $2.21 per share in the comparable period in fiscal 2012. Adjusted diluted income per common share, which is adjusted net income on an adjusted diluted weighted average common shares outstanding basis (see GAAP/Non-GAAP reconciliation table), was $0.20, compared to $0.11 in the comparable period in 2012.











Balance sheet highlights as of November 2, 2013:

Cash and cash equivalents: $5.6 million
Total debt: $19.5 million
Total liquidity (cash and cash equivalents plus availability on a $20 million revolver facility): $25.6 million


Fourth Quarter and Fiscal 2013 Outlook:

For the fourth quarter of fiscal 2013, net sales are expected to be in the range of $214 million to $217 million assuming a 4% increase in comparable store sales. GAAP net income is expected to be in the range of $25.9 million to $27.0 million, with a GAAP diluted income per common share range of $0.48 to $0.50 on approximately 54.0 million estimated weighted average shares outstanding. Excluding $0.9 million, or $0.02 per adjusted diluted share in tax-effected expenses related to the founders' transaction, adjusted net income is expected to be approximately $26.8 million to $27.9 million, or $0.49 to $0.51 per diluted share based on estimated adjusted diluted weighted average shares outstanding of approximately 54.7 million.

For fiscal 2013, net sales are expected to be in the range of $538 million to $541 million based on 304 stores and assuming a 5% increase in comparable store sales. GAAP net income is expected to be in the range of $33.2 million to $34.3 million, with a GAAP diluted income per common share of $0.62 to $0.64 on approximately 53.8 million estimated weighted average shares outstanding. Excluding $4.7 million, or $0.09 per adjusted diluted share in tax-effected expenses related to the founders' transaction and the costs associated with the secondary public offering, adjusted net income is expected to be in the range of $37.9 million to $39.0 million, or $0.70 to $0.72 per diluted share based on estimated adjusted diluted weighted average shares outstanding of approximately 54.6 million.


Conference Call Information:

A conference call to discuss third quarter fiscal 2013 financial results and fiscal 2013 outlook is scheduled for today, December 5, 2013, at 4:30 PM Eastern Time. Investors and analysts interested in participating in the call are invited to dial 1-888-802-2266 (international callers please dial 913-981-4902) approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will be available online at www.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 (877) 870-5176. The pin number to access the telephone replay is 5829335. The replay will be available until December 12, 2013.

    
Non-GAAP Information:

This press release includes non-GAAP adjusted operating income, adjusted net income, adjusted diluted weighted average shares outstanding and adjusted diluted income per common share, each a non-GAAP financial measure. The Company has reconciled these non-GAAP financial measures with the most directly comparable GAAP financial measures in tables accompanying this release. The Company believes that these non-GAAP financial measures not only provide its management with comparable financial data for internal financial analysis but also provide meaningful supplemental information to investors. Specifically, these non-GAAP financial measures allow investors to better understand the





performance of the Company's business and facilitate a meaningful evaluation of its quarterly and fiscal year-to-date 2013 diluted income per common share and actual results on a comparable basis with its quarterly and fiscal year-to-date 2012 results. In evaluating these non-GAAP financial measures, investors should be aware that in the future the Company may incur expenses or be involved in transactions that are the same as or similar to some of the adjustments in this presentation. The Company's presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. The Company has provided this information as a means to evaluate the results of its ongoing operations. Other companies in the Company's industry may calculate these items differently than it does. Each of these measures is not a measure of performance under GAAP and should not be considered as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results as reported under GAAP.


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 relating to the Company's strategy and expansion plans, the availability of suitable new store locations, risks that consumer spending may decline and that U.S. and global macroeconomic conditions may worsen, risks related to the Company's continued retention of its senior management and other key personnel, risks relating to changes in consumer preferences and economic conditions, risks relating to the Company's distribution centers, quality or safety concerns about the Company's merchandise, events that may affect the Company's vendors, increased competition from other retailers, risks relating to trade restrictions, risks associated with leasing substantial amounts of space, and other factors that are set forth in the Company's filings with the Securities and Exchange Commission ("SEC"), including risk factors contained in the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2013 and Quarterly Reports on Form 10-Q for the fiscal year ending February 1, 2014 filed with the SEC 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 rapidly growing specialty value retailer offering a broad range of trend-right, high-quality merchandise targeted at the teen and pre-teen customer. Five Below offers a dynamic, edited assortment of exciting products in a fun and differentiated store environment, all priced at $5 and below, including select brands and licensed merchandise across a number of category worlds - Style, Room, Sports, Media, Crafts, Party, Candy and Now. Five Below is headquartered in Philadelphia, Pennsylvania.


###

Investor Contact:
ICR, Inc.
Farah Soi
203-682-8200
Farah.Soi@icrinc.com


Media Contact:
ICR, Inc.
Alecia Pulman/Jessica Liddell
203-682-8200
FivePR@icrinc.com







FIVE BELOW, INC.
Consolidated Balance Sheets
(Unaudited)
(in thousands)
 
 
November 2, 2013
 
February 2, 2013
 
October 27, 2012
Assets
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
5,550

 
$
56,081

 
$
7,245

Inventories
115,484

 
60,831

 
84,399

Prepaid income taxes
5,675

 
36

 
9,951

Deferred income taxes
2,060

 
1,295

 

Prepaid expenses and other current assets
17,286

 
11,433

 
12,250

Total current assets
146,055

 
129,676

 
113,845

Property and equipment, net
69,564

 
59,040

 
54,086

Other assets
596

 
944

 
1,083

 
$
216,215

 
$
189,660

 
$
169,014

Liabilities and Shareholders’ Equity
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Line of credit
$

 
$

 
$

Current portion of notes payable

 
15,000

 

Accounts payable
52,422

 
27,952

 
40,250

Income taxes payable
37

 
7,083

 

Accrued salaries and wages
4,125

 
4,204

 
1,693

Other accrued expenses
15,587

 
14,545

 
11,472

Deferred income taxes

 

 
1,710

Total current liabilities
72,171

 
68,784

 
55,125

Notes payable
19,500

 
19,500

 
34,500

Deferred rent and other
34,396

 
29,082

 
27,773

Deferred income taxes
1,063

 
1,550

 
2,216

Total liabilities
127,130

 
118,916

 
119,614

 


 


 
 
Shareholders’ equity:
 
 
 
 
 
Common stock
542

 
540

 
540

Additional paid-in capital
281,660

 
270,637

 
268,499

Accumulated deficit
(193,117
)
 
(200,433
)
 
(219,639
)
Total shareholders’ equity
89,085

 
70,744

 
49,400

 
$
216,215

 
$
189,660

 
$
169,014








FIVE BELOW, INC.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
November 2, 2013
 
October 27, 2012
 
November 2, 2013
 
October 27, 2012
Net sales
$
110,747

 
$
86,587

 
$
323,438

 
$
245,236

Cost of goods sold
76,513

 
59,656

 
219,591

 
166,538

Gross profit
34,234

 
26,931

 
103,847

 
78,698

Selling, general and administrative expenses
31,213

 
25,090

 
90,451

 
74,087

Operating income
3,021

 
1,841

 
13,396

 
4,611

Interest expense, net
321

 
550

 
1,223

 
1,829

Loss on debt extinguishment

 
7

 
266

 
1,594

Other income

 

 

 
(258
)
Income before income taxes
2,700

 
1,284

 
11,907

 
1,446

Income tax expense
1,023

 
555

 
4,591

 
627

Net income
1,677

 
729

 
7,316

 
819

Dividend paid to preferred and unvested restricted shareholders

 

 

 
(65,403
)
Net income attributable to participating securities
(21
)
 
(19
)
 
(110
)
 

Net income (loss) attributable to common shareholders
$
1,656

 
$
710

 
$
7,206

 
$
(64,584
)
Basic income (loss) per common share
$
0.03

 
$
0.01

 
$
0.14

 
$
(2.21
)
Diluted income (loss) per common share
$
0.03

 
$
0.01

 
$
0.13

 
$
(2.21
)
Dividends declared and paid per common share
$

 
$

 
$

 
$
2.02

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic shares
53,409,601

 
52,565,576

 
53,227,393

 
29,282,385

Diluted shares
53,801,797

 
52,959,169

 
53,662,570

 
29,282,385








FIVE BELOW, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
 
 
Thirty-Nine Weeks Ended
November 2, 2013
 
October 27, 2012
Operating activities:
 
 
 
Net income
$
7,316

 
$
819

Adjustments to reconcile net income to net cash used in operating activities:
 
 
 
Depreciation and amortization
9,859

 
6,841

Gain on conversion of note payable

 
(200
)
Loss on disposal of property and equipment
438

 

Loss on debt extinguishment
266

 
1,594

Amortization of deferred financing costs
170

 
387

Warrant expense related to professional service providers for services rendered

 
43

Stock-based compensation expense
7,511

 
10,157

Deferred income tax (benefit) expense
(1,252
)
 
7,483

Other

 
(71
)
Changes in operating assets and liabilities:
 
 
 
Prepaid income taxes
(5,639
)
 
(9,951
)
Inventories
(54,653
)
 
(45,609
)
Prepaid expenses and other assets
(5,900
)
 
(5,008
)
Accounts payable
22,717

 
16,662

Income taxes payable
(7,046
)
 
(9,139
)
Accrued salaries and wages
(79
)
 
(7,561
)
Deferred rent
6,976

 
7,499

Other accrued expenses
2,018

 
2,207

Net cash used in operating activities
(17,298
)
 
(23,847
)
Investing activities:
 
 
 
Capital expenditures
(21,758
)
 
(17,442
)
Net cash used in investing activities
(21,758
)
 
(17,442
)
Financing activities:
 
 
 
Borrowing under Term Loan Facility

 
100,000

Repayment of Term Loan Facility
(15,000
)
 
(65,500
)
Cash paid for debt financing costs
(40
)
 
(2,751
)
Repayment of note payable

 
(50
)
Dividend paid to shareholders

 
(99,451
)
Net proceeds from issuance of common stock
81

 
73,259

Proceeds from exercise of warrants and stock options to purchase common stock
1,332

 
201

Repurchase of unvested restricted shares related to stock option exercises
(4
)
 
(17
)
Excess tax benefit related to restricted shares and the exercise of stock options
2,156

 
1,550

Net cash (used in) provided by financing activities
(11,475
)
 
7,241

Net decrease in cash and cash equivalents
(50,531
)
 
(34,048
)
Cash and cash equivalents at beginning of period
56,081

 
41,293

Cash and cash equivalents at end of period
$
5,550

 
$
7,245







FIVE BELOW, INC.
GAAP to Non-GAAP Reconciliation of Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
 
Reconciliation of operating income, as reported, to adjusted operating income
 
 
 
 
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2, 2013
 
October 27, 2012
 
November 2, 2013
 
October 27, 2012
Operating income
 
$
3,021

 
$
1,841

 
$
13,396

 
$
4,611

Adjustments:
 
 
 
 
 
 
 
 
Founders’ transaction (1)
 
1,515

 
1,515

 
4,545

 
9,282

Secondary public offering fees (2)
 

 

 
1,000

 

Adjusted operating income
 
$
4,536

 
$
3,356

 
$
18,941

 
$
13,893

 
 
 
 
 
 
 
 
 
Reconciliation of net income (loss) attributable to common shareholders, as reported, to adjusted net income
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2, 2013
 
October 27, 2012
 
November 2, 2013
 
October 27, 2012
Net income (loss) attributable to common shareholders
 
$
1,656

 
$
710

 
$
7,206

 
$
(64,584
)
Adjustments:
 
 
 
 
 
 
 
 
Dividends paid to preferred and unvested restricted shareholders
 

 

 

 
65,403

Net income attributable to participating securities
 
21

 
19

 
110

 

Net income
 
1,677

 
729

 
7,316

 
819

Adjustments:
 
 
 
 
 
 
 
 
Founders’ transaction (1)
 
1,515

 
1,515

 
4,545

 
9,282

Secondary public offering fees (2)
 

 

 
1,000

 

Less tax benefit
 
(599
)
 
(655
)
 
(1,752
)
 
(4,025
)
Adjusted net income
 
$
2,593

 
$
1,589

 
$
11,109

 
$
6,076

 
 
 
 
 
 
 
 
 
Reconciliation of diluted weighted average shares outstanding, as reported, to adjusted diluted weighted average shares outstanding
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2, 2013
 
October 27, 2012
 
November 2, 2013
 
October 27, 2012
Diluted weighted average shares outstanding
 
53,801,797

 
52,959,169

 
53,662,570

 
29,282,385

Adjustments:
 
 
 
 
 
 
 


Preferred shares conversion
 

 

 

 
20,030,794

Initial public offering shares issuance
 

 

 

 
3,117,075

Unvested and vested restricted stock (3)
 
694,286

 
1,406,430

 
814,701

 
1,564,878

Diluted effect of stock options and warrants (4)
 

 

 

 
133,639

Adjusted diluted weighted average shares outstanding
 
54,496,083

 
54,365,599

 
54,477,271

 
54,128,771






FIVE BELOW, INC.
GAAP to Non-GAAP Reconciliation of Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
Reconciliation of diluted income (loss) per common share, as reported, to adjusted diluted income per common share
 
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2, 2013
 
October 27, 2012
 
November 2, 2013
 
October 27, 2012
Diluted income (loss) per common share, as reported
 
$
0.03

 
$
0.01

 
$
0.13

 
$
(2.21
)
Adjustments to numerator:
 
 
 
 
 
 
 
 
Dividends paid to preferred and unvested restricted shareholders per share
 

 

 

 
2.23

Founders’ transaction and secondary public offering fees per share (1) (2)
 
0.03

 
0.03

 
0.10

 
0.32

Income tax benefit per share
 
(0.01
)
 
(0.01
)
 
(0.03
)
 
(0.14
)
Adjustments to weighted average shares outstanding per share
 

 

 

 
(0.09
)
Adjusted diluted income per common share
 
$
0.05

 
$
0.03

 
$
0.20

 
$
0.11

 
(1)
Founders’ transaction relates to the on-going expense recognition for the options granted to the founders in fiscal 2010 and their modification in March 2012, which cancelled the fiscal 2010 option award to purchase 2,020,620 shares of common stock and granted an equal number of restricted shares that vest through March 2014.
(2)
During the second quarter of fiscal 2013, the Company incurred approximately $1.0 million of non tax deductible expenses related to legal, accounting, and other fees in connection with its secondary public offering that closed in July 2013.
(3)
Assumes the impact of all unvested and vested restricted stock as of the beginning of the period.
(4)
Assumes the diluted impact of stock options and warrants and the Company's Employee Stock Purchase Plan utilizing the treasury stock method.