Five Below, Inc. Announces Fourth Quarter and Fiscal 2013 Financial Results

Five Below, Inc. Announces Fourth Quarter and Fiscal 2013 Financial Results             Fourth quarter sales increase of 22.1% to $212.0 million         Fourth quarter GAAP diluted EPS of $0.45; adjusted EPS of $0.47  PHILADELPHIA, March 25, 2014 (GLOBE NEWSWIRE) -- Five Below, Inc. (Nasdaq:FIVE) today announced financial results for the thirteen weeks and fifty-two weeks ended February 1, 2014.  For the thirteen weeks ended February 1, 2014:    *Net sales increased by 22.1% to $212.0 million from $173.6 million in the     fourth quarter of fiscal 2012, which consisted of fourteen weeks;     comparable store sales increased by 0.3% on a thirteen week basis.   *Operating income increased to $40.3 million from $33.0 million in the     fourth quarter of fiscal 2012. Adjusted operating income, which excludes     the impact of the founders' transaction in both periods and costs     associated with the Company's secondary public offering in the fourth     quarter of fiscal 2012 (see GAAP/Non-GAAP reconciliation table), increased     to $41.9 million from $35.6 million in the fourth quarter of fiscal 2012.   *The Company ended the quarter with 304 stores in 19 states, an increase of     25% from the end of the fourth quarter of fiscal 2012.   *Net interest expense decreased to $0.3 million from $0.5 million in the     fourth 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.   *Net income was $24.8 million compared to $19.2 million in the fourth     quarter of fiscal 2012. Adjusted net income, which excludes the impact of     the founders' transaction in both periods and costs associated with the     secondary public offering in the fourth quarter of 2012 (see GAAP/Non-GAAP     reconciliation table), was $25.8 million compared to $21.4 million for the     fourth quarter of fiscal 2012.   *U.S. generally accepted accounting principles, or GAAP, diluted income per     common share was $0.45 compared to $0.35 in the fourth quarter of fiscal     2012. Adjusted diluted income per common share, which is adjusted net     income on an adjusted diluted weighted average shares outstanding basis     (see GAAP/Non-GAAP reconciliation table), was $0.47 per share compared to     $0.39 per share in the fourth quarter of fiscal 2012.  Thomas Vellios, Co-Founder, and CEO, stated: "Despite the adverse weather impact during the most important shopping weeks of the year, we are pleased to have ended the fourth quarter with improving trends. Our first quarter of fiscal 2014 is underway and our stores are set for spring. We believe we are well positioned to continue to deliver excitement to our customers with the high quality, trend-right product and the exceptional values they expect from us."  Mr. Vellios added, "We expect 2014 to be an exciting year for Five Below. Our new stores continue to generate strong performance and returns on investment. We have 62 openings planned this year across new markets like Houston and the state of Tennessee, as well as existing markets that allow for densification opportunities. We are focused on building a solid infrastructure with our investments in people, technology and distribution. This will position our company to execute at the highest levels while solidifying our foundation for the substantial growth that lies ahead. As importantly, it will ensure that we continue to fulfill our promise to our customers as we scale the business."  For the fifty-two weeks ended February 1, 2014:    *Net sales increased by 27.8% to $535.4 million from $418.8 million in     fiscal 2012, which consisted of fifty-three weeks; comparable store sales     increased by 4.0% on a fifty-two week basis.   *Operating income increased to $53.7 million from $37.7 million in fiscal     2012. Adjusted operating income, which excludes the impact of the     founders' transaction and costs associated with the Company's secondary     public offerings in both periods (see GAAP/Non-GAAP reconciliation table),     increased to $60.8 million from $49.5 million in fiscal 2012.   *The Company opened 60 net new stores compared to 52 new stores opened in     fiscal 2012.   *Net interest expense decreased to $1.5 million from $2.4 million in fiscal     2012.   *Loss on debt extinguishment was $0.3 million as compared to $1.6 million     in fiscal 2012. The loss on debt extinguishment was related to the     write-off of deferred financing costs in connection with $15.0 million and     $65.5 million partial repayments of the Company's term loan in fiscal 2013     and fiscal 2012, respectively.   *Net income was $32.1 million compared to $20.0 million in fiscal 2012.     Adjusted net income, which excludes the impact of the founders'     transaction and costs associated with the secondary public offerings in     both periods (see GAAP/Non-GAAP reconciliation table), was $36.9 million     compared to $27.4 million in fiscal 2012.   *GAAP diluted income per common share was $0.59 as compared to a loss per     share of $1.28 in fiscal 2012, which included dividends paid to preferred     and unvested restricted shareholders in fiscal 2012. Adjusted diluted     income per common share, which is adjusted net income on an adjusted     diluted weighted average shares outstanding basis (see GAAP/Non-GAAP     reconciliation table), was $0.68 per share compared to $0.51 per share in     fiscal 2012.  Balance sheet highlights as of February 1, 2014:    *Cash and cash equivalents: $50.2 million   *Total debt: $19.5 million. In February 2014, subsequent to the fiscal year     ended February 1, 2014, the remaining $19.5 million of principal on the     term loan was repaid.   *Total liquidity (cash and cash equivalents plus availability on a $20     million revolver facility): $70.2 million  First Quarter and Fiscal 2014 Outlook:  For the first quarter of fiscal 2014, net sales are expected to be in the range of $120 million to $122 million based on opening 14 new stores and assuming a 3% to 4% increase in comparable store sales. GAAP net income is expected to be in the range of $2.0 million to $2.5 million, with a GAAP diluted income per common share range of $0.04 to $0.05 on approximately 54.3 million estimated diluted weighted average shares outstanding. Excluding $0.5 million, or $0.01 per adjusted diluted share in tax-effected expenses related to the founders' transaction, adjusted net income is expected to be approximately $2.5 million to $3.0 million, or $0.05 to $0.06 per diluted share based on estimated adjusted diluted weighted average shares outstanding of approximately 54.7 million.  For fiscal 2014, net sales are expected to be in the range of $672 million to $678 million based on opening 62 new stores for the full year and assuming a 4% increase in comparable store sales. GAAP net income is expected to be in the range of $46.4 million to $48.0 million, with a GAAP diluted income per common share of $0.85 to $0.88 on approximately 54.7 million estimated diluted weighted average shares outstanding. Excluding $0.5 million, or $0.01 per adjusted diluted share in tax-effected expenses related to the founders' transaction, adjusted net income is expected to be in the range of $46.9 million to $48.5 million, or $0.86 to $0.89 per diluted share based on estimated adjusted diluted weighted average shares outstanding of approximately 54.8 million.  Conference Call Information:  A conference call to discuss the fourth quarter and fiscal 2013 financial results and 2014 outlook is scheduled for today, March 25, 2014, at 4:30 PM Eastern Time. Investors and analysts interested in participating in the call are invited to dial 888-240-9314 (international callers please dial 913-312-1430) 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 (toll/international 858-384-5517.) The pin number to access the telephone replay is 5772261. The replay will be available until April 1, 2014.  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 2013 diluted income per common share and actual results on a comparable basis with its quarterly and fiscal year 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 extreme weather, 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 including online retailers, risks relating to cyber security, 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 ended 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, all priced at $5 and below, including select brands and licensed merchandise across a number of category worlds – Style, Room, Sports, Tech (also known as "Media"), Crafts, Party, Candy and Now. Five Below is headquartered in Philadelphia, Pennsylvania.  FIVE BELOW, INC.  Consolidated Balance Sheets (Unaudited) (in thousands)                                                                                                    February 1, 2014 February 2, 2013 Assets                                                     Current assets:                                            Cash and cash equivalents                 $50,184        $56,081 Inventories                               89,377           60,831 Prepaid income taxes                      1,497            36 Deferred income taxes                     4,586            1,295 Prepaid expenses and other current assets 15,255           11,433 Total current assets                      160,899          129,676 Property and equipment, net               70,381           59,040 Deferred income taxes                     232              — Other assets                              542              944                                          $232,054       $189,660                                                           Liabilities and Shareholders' Equity                       Current liabilities:                                       Line of credit                            $—             $— Current portion of note payable           19,500           15,000 Accounts payable                          34,013           27,952 Income taxes payable                      6,007            7,083 Accrued salaries and wages                2,672            4,204 Other accrued expenses                    17,550           14,545 Total current liabilities                 79,742           68,784 Notes payable                             —                19,500 Deferred rent and other                   35,439           29,082 Deferred income taxes                     —                1,550 Total liabilities                         115,181          118,916 Shareholders' equity:                                      Common stock                              542              540 Additional paid-in capital                284,622          270,637 Accumulated deficit                       (168,291)        (200,433) Total shareholders' equity                116,873          70,744                                          $232,054       $189,660   FIVE BELOW, INC.  Consolidated Statements of Operations (Unaudited) (in thousands, except share and per share data)                                                                                               Thirteen    Fourteen    Fifty-two   Fifty-three                                weeks ended weeks ended weeks ended weeks ended                               February 1, February 2, February 1, February 2,                                2014        2013        2014        2013 Net sales                      $211,964  $173,589  $535,402  $418,825 Cost of goods sold             127,795     102,451     347,386     268,989 Gross profit                   84,169      71,138      188,016     149,836 Selling, general and           43,828      38,095      134,279     112,182 administrative expenses Operating income               40,341      33,043      53,737      37,654 Interest expense, net          290         545         1,513       2,374 Loss on debt extinguishment    —           —           266         1,594 Other income                   —           (150)       —           (408) Income before income taxes     40,051      32,648      51,958      34,094 Income tax expense             15,225      13,442      19,816      14,069 Net income                     24,826      19,206      32,142      20,025 Dividend paid to preferred and unvested restricted            —           —           —           (65,403) shareholders Net income attributable to     (314)       (494)       (465)       — participating securities Net income (loss) attributable $24,512   $18,712   $31,677   $(45,378) to common shareholders Basic income (loss) per common $0.46     $0.36     $0.59     $(1.28) share Diluted income (loss) per      $0.45     $0.35     $0.59     $(1.28) common share Dividends declared and paid    $ —        $—        $ —        $2.02 per common share Weighted average shares                                          outstanding: Basic shares                   53,487,300  52,583,441  53,294,805  35,444,200 Diluted shares                 53,956,802  52,976,793  53,741,860  35,444,200   FIVE BELOW, INC.                                                             Consolidated Statements of Cash Flows (Unaudited) (in thousands)                                                                                                        Fifty-two weeks  Fifty-three weeks                                             ended            ended                                            February 1, 2014 February 2, 2013 Operating activities:                                        Net income                                  $32,142        $20,025 Adjustments to reconcile net income to net                   cash provided by operating activities: Depreciation and amortization               13,469           9,599 Gain on conversion of note payable          —                (200) Loss on debt extinguishment                 266              1,594 Loss on disposal of property and equipment  515              58 Amortization of deferred financing costs    251              455 Warrant expense related to professional     —                43 service providers for services rendered Stock-based compensation expense            10,092           12,324 Deferred income tax (benefit) expense       (5,074)          3,812 Changes in operating assets and                              liabilities: Prepaid income taxes                        (1,461)          (36) Inventories                                 (28,546)         (22,041) Prepaid expenses and other assets           (3,597)          (4,133) Accounts payable                            4,083            3,369 Income taxes payable                        (1,076)          (2,056) Accrued salaries and wages                  (1,532)          (5,050) Deferred rent                               8,384            7,723 Other accrued expenses                      3,271            4,877 Net cash provided by operating activities   31,187           30,363 Investing activities:                                        Capital expenditures                        (25,931)         (22,890) Net cash used in investing activities       (25,931)         (22,890) Financing activities:                                        Borrowing on note payable under Term Loan   —                100,000 Facility Repayment of note payable under Term Loan   (15,000)         (65,500) Facility Cash paid for debt financing costs          (40)             (2,751) Repayment of other note payable             —                (50) Net proceeds from issuance of common stock  148              73,198 Proceeds from exercise of warrants and      1,484            239 options to purchase common stock Repurchase of unvested restricted shares    (7)              (17) related to stock option exercises Dividends paid to shareholders              —                (99,451) Excess tax benefit related to restricted shares and exercise of stock options and    2,262            1,647 warrants Net cash (used in) provided by financing    (11,153)         7,315 activities Net (decrease) increase in cash and cash    (5,897)          14,788 equivalents Cash and cash equivalents at beginning of   56,081           41,293 year Cash and cash equivalents at end of year    $50,184        $56,081   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     Fourteen    Fifty-two   Fifty-three                               weeks ended  weeks ended weeks ended weeks ended                              February 1,  February 2, February 1, February 2,                               2014         2013        2014        2013 Operating income              $40,341    $33,043   $53,737   $37,654 Adjustments:                                                     Founders' transaction ^(1)    1,515        1,515       6,060       10,797 Secondary public offering     —            1,000       1,000       1,000 fees ^(2) Adjusted operating income     $41,856    $35,558   $60,797   $49,451                                                                 Reconciliation of net income (loss) attributable to common shareholders, as reported, to adjusted net income                                                                                              Thirteen     Fourteen    Fifty-two   Fifty-three                               weeks ended  weeks ended weeks ended weeks ended                              February 1,  February 2, February 1, February 2,                               2014         2013        2014        2013 Net income (loss) attributable to common        $24,512    $18,712   $31,677   $(45,378) shareholders Adjustments:                                                     Dividends paid to preferred and unvested restricted       —            —           —           65,403 shareholders Net income attributable to    314          494         465         — participatingsecurities Net income                    24,826       19,206      32,142      20,025 Adjustments:                                                     Founders' transaction ^(1)    1,515        1,515       6,060       10,797 Secondary public offering     —            1,000       1,000       1,000 fees ^(2) Less tax benefit              (559)        (348)       (2,311)     (4,373) Adjusted net income           $25,782    $21,373   $36,891   $27,449                                                                 Reconciliation of diluted weighted average shares outstanding, as reported, to adjusted diluted weighted average shares outstanding                                                                                              Thirteen     Fourteen    Fifty-two   Fifty-three                               weeks ended  weeks ended weeks ended weeks ended                              February 1,  February 2, February 1, February 2,                               2014         2013        2014        2013 Diluted weighted average      53,956,802   52,976,793  53,741,860  35,444,200 shares outstanding Adjustments:                                                     Preferred shares conversion   —            —           —           14,739,641 Initial public offering       —            —           —           2,293,697 shares issuance Unvested and vested           683,885      1,393,438   783,166     1,519,512 restricted stock ^(3) Diluted effect of stock       —            —           —           224,223 options and warrants ^(4) Adjusted diluted weighted     54,640,687   54,370,231  54,525,026  54,221,273 average shares outstanding   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      Fourteen      Fifty-two     Fifty-three                        weeks ended   weeks ended   weeks ended   weeks ended                       February 1,   February 2,   February 1,   February 2,                        2014          2013          2014          2013 Diluted income (loss) per common share, as   $0.45       $0.35       $0.59       $(1.28) reported Adjustments to                                                 numerator: Dividends paid to preferred and unvested —             —             —             1.85 restricted shareholders per share Founders' transaction and secondary public   0.03          0.05          0.13          0.33 offering fees per share ^(1) (2) Income tax benefit per (0.01)        (0.01)        (0.04)        (0.12) share Adjustments to weighted average       —             —             —             (0.27) shares outstanding per share Adjusted diluted income per common      $0.47       $0.39       $0.68       $0.51 share                                                               (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 each of the second quarter of fiscal 2013 and fourth quarter of fiscal 2012, the Company incurred $1.0 million of non-tax deductible expenses related to legal, accounting, and other fees in connection with secondary public offerings. (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.  CONTACT: 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  
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