UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(mark one)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July 30,~~October 29, 2022.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35600

Five Below, Inc.

(Exact name of Registrant as Specified in its Charter)


Pennsylvania						75-3000378
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

701 Market Street
Suite 300
Philadelphia
Pennsylvania						19106
(Address of Principal Executive Offices)						(Zip Code)

(215) 546-7909

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	FIVE	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of ~~August 31,~~November 30, 2022 was ~~55,507,194.~~55,513,690.


INDEX

PART I - FINANCIAL INFORMATION		Page
Item 1.	Consolidated Financial Statements (unaudited)	4
	Unaudited Consolidated Balance Sheets as of ~~July 30,~~October 29 , 2022, January 29, 2022 and ~~July 31,~~October 30 , 2021	4
	Unaudited Consolidated Statements of Operations for the Thirteen and ~~Twenty-Six~~T hirty-Nine Weeks Ended ~~July 30,~~October 29 , 2022 and ~~July 31,~~October 30 , 2021	5
	Unaudited Consolidated Statements of Shareholders' Equity for the Thirteen and ~~Twenty-Six~~T hirty-Nine Weeks Ended ~~July 30,~~October 29 , 2022 and ~~July 31,~~October 30 , 2021	6
	Unaudited Consolidated Statements of Cash Flows for the ~~Twenty-Six~~T hirty-Nine Weeks Ended ~~July 30,~~October 29 , 2022 and ~~July 31,~~October 3 0 , 2021	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

FIVE BELOW, INC.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share data)


		July 30, 2022		January 29, 2022		July 31, 2021			October 29, 2022		January 29, 2022		October 30, 2021
Assets	Assets							Assets
Current assets:	Current assets:							Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	155,101	$	64,973	$	126,195	Cash and cash equivalents	$	44,229	$	64,973	$	86,753
Short-term investment securities	Short-term investment securities	117,315		277,141		286,929		Short-term investment securities	72,722		277,141		224,563
Inventories	Inventories	569,201		455,104		347,302		Inventories	701,561		455,104		521,107
Prepaid income taxes and tax receivable	Prepaid income taxes and tax receivable	14,371		11,325		9,410		Prepaid income taxes and tax receivable	25,389		11,325		24,013

Prepaid expenses and other current assets	Prepaid expenses and other current assets	107,771		96,196		69,504		Prepaid expenses and other current assets	113,147		96,196		77,480
Total current assets	Total current assets	963,759		904,739		839,340		Total current assets	957,048		904,739		933,916
Property and equipment, net of accumulated depreciation and amortization of $412,312, $363,254, and $317,499, respectively.		842,002		777,497		677,183
Property and equipment, net of accumulated depreciation and amortization of $439,890, $363,254, and $340,637, respectively.								Property and equipment, net of accumulated depreciation and amortization of $439,890, $363,254, and $340,637, respectively.	880,469		777,497		728,319
Operating lease assets	Operating lease assets	1,267,316		1,151,395		1,086,386		Operating lease assets	1,312,437		1,151,395		1,151,632

Long-term investment securities	Long-term investment securities	—		37,717		1,104		Long-term investment securities	—		37,717		—
Other assets	Other assets	13,149		9,112		18,921		Other assets	13,761		9,112		9,585
		$	3,086,226	$	2,880,460	$	2,622,934		$	3,163,715	$	2,880,460	$	2,823,452

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

Accounts payable	Accounts payable	266,114		196,461		167,704		Accounts payable	279,836		196,461		253,817
Income taxes payable	Income taxes payable	—		28,096		931		Income taxes payable	—		28,096		811
Accrued salaries and wages	Accrued salaries and wages	19,983		53,539		41,654		Accrued salaries and wages	14,140		53,539		28,697
Other accrued expenses	Other accrued expenses	159,976		145,268		141,520		Other accrued expenses	152,260		145,268		167,468
Operating lease liabilities	Operating lease liabilities	184,450		163,537		150,041		Operating lease liabilities	193,614		163,537		162,809

Total current liabilities	Total current liabilities	630,523		586,901		501,850		Total current liabilities	639,850		586,901		613,602

Other long-term liabilities	Other long-term liabilities	4,077		1,663		1,291		Other long-term liabilities	4,307		1,663		1,536
Long-term operating lease liabilities	Long-term operating lease liabilities	1,247,631		1,135,456		1,081,555		Long-term operating lease liabilities	1,293,692		1,135,456		1,137,658
Deferred income taxes	Deferred income taxes	41,414		36,156		35,778		Deferred income taxes	41,378		36,156		37,407
Total liabilities	Total liabilities	1,923,645		1,760,176		1,620,474		Total liabilities	1,979,227		1,760,176		1,790,203
Commitments and contingencies (note 6)	Commitments and contingencies (note 6)							Commitments and contingencies (note 6)
Shareholders’ equity:	Shareholders’ equity:							Shareholders’ equity:
Common stock, $0.01 par value. Authorized 120,000,000 shares; issued and outstanding 55,507,931, 55,662,400, and 56,022,278 shares, respectively.		555		556		560
Common stock, $0.01 par value. Authorized 120,000,000 shares; issued and outstanding 55,512,425, 55,662,400, and 56,025,753 shares, respectively.								Common stock, $0.01 par value. Authorized 120,000,000 shares; issued and outstanding 55,512,425, 55,662,400, and 56,025,753 shares, respectively.	555		556		560
Additional paid-in capital	Additional paid-in capital	248,902		280,666		327,211		Additional paid-in capital	254,663		280,666		333,823
Retained earnings	Retained earnings	913,124		839,062		674,689		Retained earnings	929,270		839,062		698,866
Total shareholders’ equity	Total shareholders’ equity	1,162,581		1,120,284		1,002,460		Total shareholders’ equity	1,184,488		1,120,284		1,033,249
		$	3,086,226	$	2,880,460	$	2,622,934		$	3,163,715	$	2,880,460	$	2,823,452

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Operations

(Unaudited)

(in thousands, except share and per share data)


		Thirteen Weeks Ended				Twenty-Six Weeks Ended					Thirteen Weeks Ended				Thirty-Nine Weeks Ended
		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Net sales	Net sales	$	668,927	$	646,554	$	1,308,523	$	1,244,377	Net sales	$	645,034	$	607,645	$	1,953,557	$	1,852,022
Cost of goods sold	Cost of goods sold	440,418		416,235		873,237		813,189		Cost of goods sold	437,226		405,283		1,310,463		1,218,472
Gross profit	Gross profit	228,509		230,319		435,286		431,188		Gross profit	207,808		202,362		643,094		633,550
Selling, general and administrative expenses	Selling, general and administrative expenses	172,498		144,151		336,946		281,333		Selling, general and administrative expenses	186,874		159,913		523,820		441,246
Operating income	Operating income	56,011		86,168		98,340		149,855		Operating income	20,934		42,449		119,274		192,304
Interest income (expense) and other income (expense), net	Interest income (expense) and other income (expense), net	95		(1,071)		(142)		(2,048)		Interest income (expense) and other income (expense), net	483		(10,624)		341		(12,672)

Income before income taxes	Income before income taxes	56,106		85,097		98,198		147,807		Income before income taxes	21,417		31,825		119,615		179,632
Income tax expense	Income tax expense	14,762		20,256		24,136		33,370		Income tax expense	5,271		7,648		29,407		41,018
Net income	Net income	$	41,344	$	64,841	$	74,062	$	114,437	Net income	$	16,146	$	24,177	$	90,208	$	138,614

Basic income per common share	Basic income per common share	$	0.74	$	1.16	$	1.33	$	2.04	Basic income per common share	$	0.29	$	0.43	$	1.62	$	2.48
Diluted income per common share	Diluted income per common share	$	0.74	$	1.15	$	1.33	$	2.03	Diluted income per common share	$	0.29	$	0.43	$	1.62	$	2.46

Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic shares	Basic shares	55,498,471		56,007,970		55,572,425		55,989,399		Basic shares	55,509,525		56,023,961		55,551,382		56,001,437
Diluted shares	Diluted shares	55,646,039		56,299,491		55,739,752		56,287,095		Diluted shares	55,683,609		56,340,635		55,720,792		56,305,456

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Shareholders’ Equity

(Unaudited)

(in thousands, except share data)


		Common stock	Additional paid-in capital	Retained earnings	Total shareholders’ equity						Common stock									Additional paid-in capital		Retained earnings	Total shareholders’ equity
																								Total shareholders’ equity
											Shares				Amount										Retained earnings	Total shareholders’ equity				Shares				Amount

Balance, January 29, 2022	Balance, January 29, 2022			55,662,400	$	556			$	280,666				$	839,062			$			1,120,284							$	280,666			$	839,062			$	1,120,284

Share-based compensation expense	Share-based compensation expense			—	—		5,857					—				5,857					Share-based compensation expense						—				—				5,857			—			5,857
Issuance of unrestricted stock awards	Issuance of unrestricted stock awards			718	—		117					—				117			Issuance of unrestricted stock awards							718		—				117				—			117
Exercise of options to purchase common stock	Exercise of options to purchase common stock			2,402	—		79					—				79			Exercise of options to purchase common stock							2,402		—				79				—			79
Vesting of restricted stock units and performance-based restricted stock units	Vesting of restricted stock units and performance-based restricted stock units			99,124	1		—					—				1			Vesting of restricted stock units and performance-based restricted stock units							99,124		1				—				—			1
Common shares withheld for taxes	Common shares withheld for taxes			(26,151)	—		(4,107)					—				(4,107)			Common shares withheld for taxes							(26,151)		—				(4,107)				—			(4,107)
Repurchase and retirement of common stock	Repurchase and retirement of common stock			(247,132)	(2)		(40,005)					—				(40,007)			Repurchase and retirement of common stock							(247,132)		(2)				(40,005)				—			(40,007)

Net Income	Net Income			—	—		—					32,718				32,718			Net Income							—		—				—				32,718			32,718
Balance, April 30, 2022	Balance, April 30, 2022			55,491,361	$	555	$	242,607				$	871,780			$	1,114,942		Balance, April 30, 2022							55,491,361		$	555			$	242,607			$	871,780		$	1,114,942
Share-based compensation expense	Share-based compensation expense			—	—		6,007					—				6,007			Share-based compensation expense							—		—				6,007				—			6,007
Issuance of unrestricted stock awards	Issuance of unrestricted stock awards			864	—		116					—				116			Issuance of unrestricted stock awards							864		—				116				—			116
Exercise of options to purchase common stock	Exercise of options to purchase common stock			550	—		22					—				22			Exercise of options to purchase common stock							550		—				22				—			22
Vesting of restricted stock units and performance-based restricted stock units	Vesting of restricted stock units and performance-based restricted stock units			13,625	—		—					—				—			Vesting of restricted stock units and performance-based restricted stock units							13,625		—				—				—			—
Common shares withheld for taxes	Common shares withheld for taxes			(2,681)	—		(314)					—				(314)			Common shares withheld for taxes							(2,681)		—				(314)				—			(314)

Issuance of common stock to employees under employee stock purchase plan	Issuance of common stock to employees under employee stock purchase plan			4,212	—		464					—				464			Issuance of common stock to employees under employee stock purchase plan							4,212		—				464				—			464
Net Income	Net Income			—	—		—					41,344				41,344			Net Income							—		—				—				41,344			41,344
Balance, July 30, 2022	Balance, July 30, 2022			55,507,931	$	555	$	248,902				$	913,124			$	1,162,581		Balance, July 30, 2022							55,507,931		$	555			$	248,902			$	913,124		$	1,162,581
Share-based compensation expense																			Share-based compensation expense							—		—				5,802				—			5,802
Issuance of unrestricted stock awards																			Issuance of unrestricted stock awards							1,079		—				158				—			158
Exercise of options to purchase common stock																			Exercise of options to purchase common stock							260		—				9				—			9
Vesting of restricted stock units and performance-based restricted stock units																			Vesting of restricted stock units and performance-based restricted stock units							4,703		—				—				—			—
Common shares withheld for taxes																			Common shares withheld for taxes							(1,548)		—				(208)				—			(208)

Net Income																			Net Income							—		—				—				16,146			16,146
Balance, October 29, 2022																			Balance, October 29, 2022							55,512,425		$	555			$	254,663			$	929,270		$	1,184,488


					Common stock						Additional paid-in capital			Retained earnings			Total shareholders’ equity								Common stock						Additional paid-in capital			Retained earnings			Total shareholders’ equity
																							Common stock	Additional paid-in capital																Retained earnings		Total shareholders’ equity
		Shares	Amount	Additional paid-in capital																	Total shareholders’ equity						Shares	Retained earnings															Total shareholders’ equity
Balance, January 30, 2021	Balance, January 30, 2021							$	321,075					$	560,252		$	881,886	Balance, January 30, 2021								55,935,237				$	559		$	321,075		$	560,252						$	881,886

Share-based compensation expense	Share-based compensation expense					—				—			5,695			—				5,695		Share-based compensation expense								—			—			5,695			—		5,695
Issuance of unrestricted stock awards	Issuance of unrestricted stock awards				400		—				81			—			81		Issuance of unrestricted stock awards							400			—			81			—			81
Exercise of options to purchase common stock	Exercise of options to purchase common stock				200		—				6			—			6		Exercise of options to purchase common stock						200			—			6			—			6
Vesting of restricted stock units and performance-based restricted stock units	Vesting of restricted stock units and performance-based restricted stock units				92,914		1				—			—			1		Vesting of restricted stock units and performance-based restricted stock units						92,914			1			—			—			1
Common shares withheld for taxes	Common shares withheld for taxes				(34,682)		—				(6,623)			—			(6,623)		Common shares withheld for taxes						(34,682)			—			(6,623)			—			(6,623)

Net income	Net income				—		—				—			49,596			49,596		Net income						—			—			—			49,596			49,596
Balance, May 1, 2021	Balance, May 1, 2021				55,994,069		$	560			$	320,234		$	609,848		$	930,642	Balance, May 1, 2021						55,994,069			$	560		$	320,234		$	609,848		$	930,642
Share-based compensation expense	Share-based compensation expense				—		—				6,457			—			6,457		Share-based compensation expense						—			—			6,457			—			6,457
Issuance of unrestricted stock awards	Issuance of unrestricted stock awards				413		—				80			—			80		Issuance of unrestricted stock awards						413			—			80			—			80
Exercise of options to purchase common stock	Exercise of options to purchase common stock				10,246		—				352			—			352		Exercise of options to purchase common stock						10,246			—			352			—			352
Vesting of restricted stock units and performance-based restricted stock units	Vesting of restricted stock units and performance-based restricted stock units				17,339		—				—			—			—		Vesting of restricted stock units and performance-based restricted stock units						17,339			—			—			—			—
Common shares withheld for taxes	Common shares withheld for taxes				(1,879)		—				(355)			—			(355)		Common shares withheld for taxes						(1,879)			—			(355)			—			(355)

Issuance of common stock to employees under employee stock purchase plan	Issuance of common stock to employees under employee stock purchase plan				2,090		—				443			—			443		Issuance of common stock to employees under employee stock purchase plan						2,090			—			443			—			443
Net income	Net income				—		—				—			64,841			64,841		Net income						—			—			—			64,841			64,841
Balance, July 31, 2021	Balance, July 31, 2021				56,022,278		$	560			$	327,211		$	674,689		$	1,002,460	Balance, July 31, 2021						56,022,278			$	560		$	327,211		$	674,689		$	1,002,460
Share-based compensation expense																			Share-based compensation expense						—			—			6,707			—			6,707
Issuance of unrestricted stock awards																			Issuance of unrestricted stock awards						379			—			75			—			75
Exercise of options to purchase common stock																			Exercise of options to purchase common stock						1,192			—			8			—			8
Vesting of restricted stock units and performance-based restricted stock units																			Vesting of restricted stock units and performance-based restricted stock units						2,834			—			—			—			—
Common shares withheld for taxes																			Common shares withheld for taxes						(930)			—			(178)			—			(178)

Net income																			Net income						—			—			—			24,177			24,177
Balance, October 30, 2021																			Balance, October 30, 2021						56,025,753			$	560		$	333,823		$	698,866		$	1,033,249

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


		Twenty-Six Weeks Ended					Thirty-Nine Weeks Ended
		July 30, 2022		July 31, 2021			October 29, 2022		October 30, 2021
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	74,062	$	114,437	Net income	$	90,208	$	138,614
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash (used in) provided by operating activities:						Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	Depreciation and amortization	49,120		39,480		Depreciation and amortization	76,698		62,598

Share-based compensation expense	Share-based compensation expense	12,139		12,353		Share-based compensation expense	18,117		19,154
Deferred income tax expense	Deferred income tax expense	5,258		6,867		Deferred income tax expense	5,222		8,496
Other non-cash expenses	Other non-cash expenses	281		354		Other non-cash expenses	364		530

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Inventories	Inventories	(114,097)		(66,035)		Inventories	(246,457)		(239,840)

Prepaid income taxes and tax receivable	Prepaid income taxes and tax receivable	(3,046)		(3,060)		Prepaid income taxes and tax receivable	(14,064)		(17,663)
Prepaid expenses and other assets	Prepaid expenses and other assets	(15,967)		(9,050)		Prepaid expenses and other assets	(21,787)		(7,868)
Accounts payable	Accounts payable	64,908		29,616		Accounts payable	79,046		115,589
Income taxes payable	Income taxes payable	(28,096)		(1,094)		Income taxes payable	(28,096)		(1,214)
Accrued salaries and wages	Accrued salaries and wages	(33,556)		(1,791)		Accrued salaries and wages	(39,399)		(14,748)

Operating leases	Operating leases	17,167		10,743		Operating leases	27,271		14,368
Other accrued expenses	Other accrued expenses	17,984		15,987		Other accrued expenses	7,895		46,649
Net cash provided by operating activities		46,157		148,807
Net cash (used in) provided by operating activities						Net cash (used in) provided by operating activities	(44,982)		124,665
Investing activities:	Investing activities:					Investing activities:
Purchases of investment securities and other investments	Purchases of investment securities and other investments	(21,848)		(251,447)		Purchases of investment securities and other investments	(31,815)		(285,429)
Sales, maturities, and redemptions of investment securities	Sales, maturities, and redemptions of investment securities	219,391		100,842		Sales, maturities, and redemptions of investment securities	273,951		198,295
Capital expenditures	Capital expenditures	(109,710)		(134,614)		Capital expenditures	(173,589)		(213,215)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	87,833		(285,219)		Net cash provided by (used in) investing activities	68,547		(300,349)
Financing activities:	Financing activities:					Financing activities:

Cash paid for Revolving Credit Facility financing costs						Cash paid for Revolving Credit Facility financing costs	(248)		—

Net proceeds from issuance of common stock	Net proceeds from issuance of common stock	464		443		Net proceeds from issuance of common stock	464		443
Repurchase and retirement of common stock	Repurchase and retirement of common stock	(40,007)		—		Repurchase and retirement of common stock	(40,007)		—
Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units	Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units	102		359		Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units	111		368
Common shares withheld for taxes	Common shares withheld for taxes	(4,421)		(6,978)		Common shares withheld for taxes	(4,629)		(7,157)

Net cash used in financing activities	Net cash used in financing activities	(43,862)		(6,176)		Net cash used in financing activities	(44,309)		(6,346)
Net increase (decrease) in cash and cash equivalents		90,128		(142,588)
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	(20,744)		(182,030)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	64,973		268,783		Cash and cash equivalents at beginning of period	64,973		268,783
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	155,101	$	126,195	Cash and cash equivalents at end of period	$	44,229	$	86,753

Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Non-cash investing activities	Non-cash investing activities					Non-cash investing activities
Increase in accrued purchases of property and equipment	Increase in accrued purchases of property and equipment	$	3,841	$	16,698	Increase in accrued purchases of property and equipment	$	6,008	$	12,350

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Notes to Consolidated Financial Statements

(Unaudited)

(1) Summary of Significant Accounting Policies

(a)Description of Business

Five Below, Inc. (collectively referred to herein with its wholly owned subsidiary as the "Company") is a specialty value retailer offering merchandise targeted at the tween and teen demographic. The Company offers an edited assortment of products, with most priced at $5 and below.

The Company’s edited assortment of products includes select brands and licensed merchandise. The Company believes its merchandise is readily available, and that there are a number of potential vendors that could be utilized, if necessary, under approximately the same terms the Company is currently receiving; thus, it is not dependent on a single vendor or a group of vendors.

The Company is incorporated in the Commonwealth of Pennsylvania and, as of ~~July 30,~~October 29, 2022, operated in 4042 states that include Pennsylvania, New Jersey, Delaware, Maryland, Virginia, Massachusetts, New Hampshire, West Virginia, North Carolina, New York, Connecticut, Rhode Island, Ohio, Illinois, Indiana, Michigan, Missouri, Georgia, Texas, Tennessee, Maine, Alabama, Kentucky, Kansas, Florida, South Carolina, Mississippi, Louisiana, Wisconsin, Oklahoma, Minnesota, California, Arkansas, Iowa, Nebraska, Arizona, Nevada, Colorado, Utah, New Mexico, North Dakota and ~~New Mexico.~~South Dakota . As of ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, the Company operated ~~1,252~~1,292 stores and ~~1,121~~1,173 stores, respectively, each operating under the name “Five Below,” and sold merchandise on the internet, through the Company's fivebelow.com e-commerce website as well as with an on demand third party delivery service to enable our customers to shop online and receive convenient same day delivery.

(b)Fiscal Year

The Company operates on a 52/53-week fiscal year ending on the Saturday closest to January 31. References to "fiscal year 2022" or "fiscal 2022" refer to the period from January 30, 2022 to January 28, 2023, which is a 52-week fiscal year. References to "fiscal year 2021" or "fiscal 2021" refer to the period from January 31, 2021 to January 29, 2022, which is a 52-week fiscal year. The fiscal quarters ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 refer to the thirteen weeks ended as of those dates. The year-to-date periods ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 refer to the ~~twenty-six~~thirty-nine weeks ended as of those dates.

(c)Basis of Presentation

The consolidated balance sheets as of ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, the consolidated statements of operations for the thirteen and ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, the consolidated statements of shareholders’ equity for the thirteen and ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 and the consolidated statements of cash flows for the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 have been prepared by the Company in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim reporting and are unaudited. In the opinion of management, the aforementioned financial statements include all known adjustments (which consist primarily of normal, recurring accruals, estimates and assumptions that impact the financial statements) necessary to present fairly the financial position at the balance sheet dates and the results of operations and cash flows for the periods ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021. The balance sheet as of January 29, 2022, presented herein, has been derived from the audited balance sheet included in the Company's Annual Report on Form 10-K for fiscal 2021 as filed with the Securities and Exchange Commission on March 30, 2022 and referred to herein as the “Annual Report,” but does not include all annual disclosures required by U.S. GAAP. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended January 29, 2022 and footnotes thereto included in the Annual Report. The consolidated results of operations for the thirteen and ~~twenty-six~~thirty-nine weeks ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 are not necessarily indicative of the consolidated operating results for the year ending January 28, 2023 or any other period. The Company's business is seasonal and as a result, the Company's net sales fluctuate from quarter to quarter. Net sales are usually highest in the fourth fiscal quarter due to the year-end holiday season.

(d)Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04"). The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company ~~is currently evaluating~~determined that the impact of the adoption of ASU 2020-04 will have an immaterial impact on its consolidated financial statements.

(e)Use of Estimates

The preparation of the consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, net realizable value for inventories, income taxes, share-based compensation expense, the incremental borrowing rate utilized in operating lease liabilities, equity method investments and notes receivable.

(f)Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation at the measurement date:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Inputs, other than Level 1, that are either directly or indirectly observable.

Level 3: Unobservable inputs developed using the Company’s estimates and assumptions which reflect those that market participants would use.

The classification of fair value measurements within the hierarchy are based upon the lowest level of input that is significant to the measurement.

The Company’s financial instruments consist primarily of cash equivalents, investment securities, accounts payable, borrowings, if any, under a line of credit, equity method investments and notes receivable. The Company believes that: (1) the carrying value of cash equivalents and accounts payable are representative of their respective fair value due to the short-term nature of these instruments; and (2) the carrying value of the borrowings, if any, under the line of credit approximates fair value because the line of credit’s interest rates vary with market interest rates. Under the fair value hierarchy, the fair market values of cash equivalents and the investments in corporate bonds are Level 1 while the investments in municipal bonds are Level 2. The fair market values of Level 2 instruments are determined by management with the assistance of a third-party pricing service. Since quoted prices in active markets for identical assets are not available, these prices are determined by the third-party pricing service using observable market information such as quotes from less active markets and quoted prices of similar securities.

As of ~~July 30,~~October 29, 2022, January 29, 2022 and ~~July 31,~~October 30, 2021, the Company had cash equivalents of ~~$115.0~~$21.7 million,, $41.3 million and ~~$73.9~~$60.8 million, respectively. The Company’s cash equivalents consist of cash management solutions, credit and debit card receivables, money market funds, corporate bonds and municipal bonds with original maturities of 90 days or less. Fair value for cash equivalents was determined based on Level 1 inputs.

As of ~~July 30,~~October 29, 2022, January 29, 2022 and ~~July 31,~~October 30, 2021, the Company's investment securities are classified as held-to-maturity since the Company has the intent and ability to hold the investments to maturity. Such securities are carried at amortized cost plus accrued interest and consist of the following (in thousands):


		As of July 30, 2022									As of October 29, 2022
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:	Short-term:									Short-term:
Corporate bonds	Corporate bonds	$	110,692	$	—	$	1,104	$	109,588	Corporate bonds	$	72,522	$	—	$	813	$	71,709

Municipal bonds	Municipal bonds	6,623		—		3		6,620		Municipal bonds	200		—		—		200
Total	Total	$	117,315	$	—	$	1,107	$	116,208	Total	$	72,722	$	—	$	813	$	71,909


	As of January 29, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	236,069	$	—	$	286	$	235,783

Municipal bonds	41,072		—		44		41,028
Total	$	277,141	$	—	$	330	$	276,811

Long-term:
Corporate bonds	$	37,717	$	—	$	199	$	37,518


Total	$	37,717	$	—	$	199	$	37,518


		As of July 31, 2021									As of October 30, 2021
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:	Short-term:									Short-term:
Corporate bonds	Corporate bonds	$	234,909	$	—	$	49	$	234,860	Corporate bonds	$	190,700	$	6	$	82	$	190,624

Municipal bonds	Municipal bonds	52,020		—		6		52,014		Municipal bonds	33,863		—		11		33,852
Total	Total	$	286,929	$	—	$	55	$	286,874	Total	$	224,563	$	6	$	93	$	224,476

Long-term:

Municipal bonds		1,104		1		—		1,105
Total		$	1,104	$	1	$	—	$	1,105

Short-term investment securities as of ~~July 30,~~October 29, 2022, January 29, 2022 and ~~July 31,~~October 30, 2021 all mature in one year or less. Long-term investment securities as of January 29, 2022 ~~and July 31, 2021~~ all mature after one year but in less than three years.

(g)Prepaid Expenses and Other Current Assets

Prepaid expenses as of ~~July 30,~~October 29, 2022, January 29, 2022 and ~~July 31,~~October 30, 2021 were $27.6 million, ~~$33.0 million,~~ $26.4 million, and ~~$23.4~~$26.5 million, respectively. Other current assets as of ~~July 30,~~October 29, 2022, January 29, 2022 and ~~July 31,~~October 30, 2021 ~~were $74.8~~were $85.5 million, $69.8 million, and ~~$46.1~~$51.0 million, respectively.

(h)Other Accrued Expenses

Other accrued expenses include accrued capital expenditures of ~~$40.8~~$43.4 million, $41.7 million, and ~~$46.4~~$42.0 million as of ~~July 30,~~October 29, 2022, January 29, 2022 and ~~July 31,~~October 30, 2021, respectively.

(i)Deferred Compensation

The Five Below, Inc. Nonqualified Deferred Compensation Plan (the "Deferred Comp Plan") and a related, irrevocable grantor trust (the "Trust") provides eligible key employees with the opportunity to elect to defer up to 80% of their eligible compensation. The Company may make discretionary contributions, at the discretion of the Board. Payments under the Deferred Comp Plan will be made from the general assets of the Company or from the assets of the Trust, funded by the Company. The related liability is recorded as deferred compensation and included in other long-term liabilities in the consolidated balance sheets.

(j)Equity Method Investments

The Company uses the equity method to account for its investments in which the Company is deemed to have the ability to exercise significant influence over an investee’s operating and financial policies or in which the Company holds a significant partnership or limited liability company interest. Equity method investments are initially recorded at cost in other assets in the consolidated balance sheets. The cost is adjusted to recognize the Company's proportionate share of the investee’s net income or loss after the date of investment and is also adjusted for any impairments resulting from other-than-temporary declines in fair value that is less than its carrying value. During the thirteen weeks ended October 30, 2021, the Company recorded an other-than-temporary impairment utilizing the market and cost approach considering historical and projected financial results to calculate fair value. Also related to this investment, management recorded a reserve against outstanding debt owed to the Company based on management's evaluation of collectability. The total amount of impairment and reserve was approximately $9.7 million and was recorded in interest income (expense) and other income (expense), net in the consolidated statements of operations.

(2)Revenue from Contracts with Customers

Revenue Transactions

Revenue from store operations is recognized at the point of sale when control of the product is transferred to the customer at such time. Internet sales, through the Company's fivebelow.com e-commerce website, are recognized when the customer receives the product as control transfers upon delivery. Returns subsequent to the period end are immaterial; accordingly, no significant reserve has been recorded. Gift card sales to customers are initially recorded as liabilities and recognized as sales upon redemption for merchandise or as breakage revenue in proportion to the pattern of redemption of the gift cards by the customer in net sales.

The transaction price for the Company’s sales is based on the item’s stated price. To the extent that the Company charges customers for shipping and handling on e-commerce sales, the Company records such amounts in net sales. Shipping and handling costs, which include fulfillment and shipping costs related to the Company's e-commerce operations, are included in costs of goods sold. As permitted by applicable accounting guidance, ASU 2014-09 "Revenue from Contracts with Customers," the Company has elected to exclude all sales taxes collected from customers and remitted to governmental authorities from net sales in the accompanying consolidated statements of operations.

Disaggregation of Revenue

The following table provides information about disaggregated revenue by groups of products: leisure, fashion and home, and party and snack ~~(in~~(dollars in thousands):


		Thirteen Weeks Ended				Thirteen Weeks Ended					Thirteen Weeks Ended				Thirteen Weeks Ended
		July 30, 2022				July 31, 2021					October 29, 2022				October 30, 2021
		Amount		Percentage of Net Sales		Amount		Percentage of Net Sales			Amount		Percentage of Net Sales		Amount		Percentage of Net Sales
Leisure	Leisure	$	304,837	45.6	%	$	328,517	50.8	%	Leisure	$	283,464	44.0	%	$	305,600	50.3	%
Fashion and home	Fashion and home	198,313		29.6	%	191,241		29.6	%	Fashion and home	203,893		31.6	%	192,472		31.7	%
Party and snack	Party and snack	165,777		24.8	%	126,796		19.6	%	Party and snack	157,677		24.4	%	109,573		18.0	%

Total	Total	$	668,927	100.0	%	$	646,554	100.0	%	Total	$	645,034	100.0	%	$	607,645	100.0	%

		Twenty-Six Weeks Ended				Twenty-Six Weeks Ended					Thirty-Nine Weeks Ended				Thirty-Nine Weeks Ended
		July 30, 2022				July 31, 2021					October 29, 2022				October 30, 2021
		Amount		Percentage of Net Sales		Amount		Percentage of Net Sales			Amount		Percentage of Net Sales		Amount		Percentage of Net Sales
Leisure	Leisure	$	611,543	46.7	%	$	625,290	50.2	%	Leisure	$	895,018	45.8	%	$	930,890	50.3	%
Fashion and home	Fashion and home	372,547		28.5	%	370,933		29.8	%	Fashion and home	576,430		29.5	%	563,401		30.4	%
Party and snack	Party and snack	324,433		24.8	%	248,154		20.0	%	Party and snack	482,109		24.7	%	357,731		19.3	%

Total	Total	$	1,308,523	100.0	%	$	1,244,377	100.0	%	Total	$	1,953,557	100.0	%	$	1,852,022	100.0	%

(3) Leases

The Company determines if an arrangement contains a lease at the inception of a contract. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

During the thirteen weeks ended ~~July 30,~~October 29, 2022, the Company committed to 4528 new store leases with average terms of approximately 10 years that have future minimum lease payments of approximately ~~$79.8~~$55.7 million.

All of the Company's leases are classified as operating leases and the associated assets and liabilities are presented as separate captions in the consolidated balance sheets. As of ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, the weighted average remaining lease term for the Company's operating leases was 7.7 years and 7.9 years, respectively, and the weighted average discount rate was 5.2% and ~~6.2%~~5.6%, respectively.

The following table is a summary of the Company's components for net lease costs (in thousands):


		Thirteen Weeks Ended				Twenty-Six Weeks Ended					Thirteen Weeks Ended				Thirty-Nine Weeks Ended
Lease Cost	Lease Cost	July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021		Lease Cost	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Operating lease cost	Operating lease cost	$	56,515	$	49,265	$	111,679	$	96,794	Operating lease cost	$	59,401	$	51,477	$	171,080	$	148,272
Variable lease cost	Variable lease cost	14,497		14,020		30,122		27,650		Variable lease cost	16,012		14,951		46,134		42,602
Net lease cost*	Net lease cost*	$	71,012	$	63,285	$	141,801	$	124,444	Net lease cost*	$	75,413	$	66,428	$	217,214	$	190,874

* Excludes short-term lease cost, which is immaterial.

The following table summarizes the maturity of lease liabilities under operating leases as of ~~July 30,~~October 29, 2022 (in thousands):


Maturity of Lease Liabilities	Maturity of Lease Liabilities	Operating Leases		Maturity of Lease Liabilities	Operating Leases
2022	2022	$	121,906	2022	$	64,372
2023	2023	247,168		2023	257,370
2024	2024	237,869		2024	249,342
2025	2025	223,248		2025	235,106
2026	2026	207,731		2026	219,633
After 2026	After 2026	672,214		After 2026	744,076
Total lease payments	Total lease payments	1,710,136		Total lease payments	1,769,899
Less: imputed interest	Less: imputed interest	278,055		Less: imputed interest	282,593
Present value of lease liabilities	Present value of lease liabilities	$	1,432,081	Present value of lease liabilities	$	1,487,306

The following table summarizes the supplemental cash flow disclosures related to leases (in thousands):

Twenty-Six Weeks Ended
July 30, 2022 July 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Cash payments arising from operating lease liabilities (1)
$ 102,023 $ 96,384
Supplemental non-cash information:
Operating lease liabilities arising from obtaining right-of-use assets $ 188,968 $ 171,581


	Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Cash payments arising from operating lease liabilities (1)	$	154,840	$	144,030
Supplemental non-cash information:
Operating lease liabilities arising from obtaining right-of-use assets	$	274,097	$	266,717

(1) Included within operating activities in the Company's Consolidated Statements of Cash Flows.

(4) Income Per Common Share

Basic income per common share amounts are calculated using the weighted average number of common shares outstanding for the period. Diluted income per common share amounts are calculated using the weighted average number of common shares outstanding for the period and include the dilutive impact of exercised stock options as well as assumed vesting of restricted stock awards and shares currently available for purchase under the Company's Employee Stock Purchase Plan, using the treasury stock method. Performance-based restricted stock units are considered contingently issuable shares for diluted income per common share purposes and the dilutive impact, if any, is not included in the weighted average shares until the performance conditions are met. The dilutive impact, if any, for performance-based restricted stock units, which are subject to market conditions based on the Company's total shareholder return relative to a pre-defined peer group, are included in the weighted average shares.

The following table reconciles net income and the weighted average common shares outstanding used in the computations of basic and diluted income per common share (in thousands, except for share and per share data):


		Thirteen Weeks Ended				Twenty-Six Weeks Ended				Thirteen Weeks Ended		Thirty-Nine Weeks Ended
		July 30, 2022		July 31, 2021		July 30, 2022		July 31, 2021				October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Numerator:	Numerator:										Numerator:
Net income	Net income	$	41,344	$	64,841	$	74,062	$	114,437		Net income	$	16,146	$	24,177	$	90,208	$	138,614

Denominator:	Denominator:										Denominator:
Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	55,498,471		56,007,970		55,572,425		55,989,399			Weighted average common shares outstanding - basic	55,509,525		56,023,961		55,551,382		56,001,437
Dilutive impact of options, restricted stock units and employee stock purchase plan	Dilutive impact of options, restricted stock units and employee stock purchase plan	147,568		291,521		167,327		297,696			Dilutive impact of options, restricted stock units and employee stock purchase plan	174,084		316,674		169,410		304,019
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	55,646,039		56,299,491		55,739,752		56,287,095			Weighted average common shares outstanding - diluted	55,683,609		56,340,635		55,720,792		56,305,456
Per common share:	Per common share:										Per common share:
Basic income per common share	Basic income per common share	$	0.74	$	1.16	$	1.33	$	2.04		Basic income per common share	$	0.29	$	0.43	$	1.62	$	2.48
Diluted income per common share	Diluted income per common share	$	0.74	$	1.15	$	1.33	$	2.03		Diluted income per common share	$	0.29	$	0.43	$	1.62	$	2.46

The effects of the assumed vesting of restricted stock units for ~~188,656~~54,833 shares of common stock for the thirteen weeks ended ~~July 30,~~October 29, 2022 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.

The effects of the assumed vesting of restricted stock units for ~~22,845~~69 shares of common stock for the thirteen weeks ended ~~July 31,~~October 30, 2021 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.

The effects of the assumed vesting of restricted stock units for ~~103,553~~87,225 shares of common stock for the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.

The effects of the assumed vesting of restricted stock units for ~~11,835~~7,775 shares of common stock for the ~~twenty-six~~thirty-nine weeks ended ~~July 31,~~October 30, 2021 were excluded from the calculation of diluted income per share, as their impact would have been anti-dilutive.

The aforementioned excluded shares do not reflect the impact of any incremental repurchases under the treasury stock method.

(5)Line of Credit

On ~~January 27, 2021,~~September 16, 2022, the Company entered into a ~~First~~Second Amendment to Credit Agreement (the ~~"First~~"Second Amendment") which amended the Fifth Amended and Restated Credit Agreement, ~~(as~~dated as of April 24, 2020, as previously amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2021 (the "First Amendment"; the Fifth Amended and Restated Credit Agreement as amended by the ~~Fifth~~First Amendment and the Second Amendment, the ~~"Credit Agreement"~~“Credit Agreement”) ~~dated April 24, 2020~~, among the Company, 1616 Holdings, Inc., a wholly-owned subsidiary of the Company ("1616 Holdings" and together with the Company, the "Loan Parties"), Wells Fargo Bank, National Association as administrative agent (the "Agent"), and other lenders party thereto (the "Lenders").

The Credit Agreement provides for a secured asset-based revolving line of credit in the amount of up to $225.0 million (the "Revolving Credit Facility"). Advances under the Revolving Credit Facility are tied to a borrowing base consisting of eligible credit card receivables and inventory, as reduced by certain reserves in effect from time to time. Pursuant to the Credit Agreement, inventory appraisals and certain other diligence items are deferred, with reduced advance rates during the period that such appraisals have not been delivered. ~~The~~Pursuant to the Second Amendment, the Revolving Credit Facility expires on the earliest to occur of (i) ~~April 24, 2023~~September 16, 2027 or (ii) an event of default.

The Second Amendment also replaced the existing LIBOR rate provisions with SOFR rate provisions which converted then outstanding LIBOR loans into SOFR loans and additionally makes a number of other revisions to other provisions of the Credit Agreement. Giving effect to the Second Amendment, outstanding borrowings under the Revolving Credit Facility would accrue interest at floating rates plus an applicable margin ranging from 1.12% to 1.50% for SOFR loans and 0.125% to 0.50% for base rate loans, and letter of credit fees range from 1.125% to 1.50%, in each case based on the average availability under the Revolving Credit Facility.

The Revolving Credit Facility may be increased up to $150.0 million, subject to certain conditions, including obtaining commitments from one or more Lenders (the "Accordion"). Pursuant to the First Amendment, the Company obtained commitments from the Lenders that would allow the Company at its election (subject only to satisfaction of certain customary conditions such as the absence of any Event of Default), to increase the amount of the Revolving Credit Facility by an aggregate principal amount up to $50.0 million within the Accordion (the "Committed Increase"). The entire amount of the Revolving Credit Facility is available for the issuance of letters of credit and allows for swingline loans.

The Credit Agreement provides that the interest rate payable on borrowings shall be, at the Company’s option, a per annum rate equal to (a) a base rate plus an applicable margin ranging from 0.25% to 0.75% or (b) a LIBOR rate plus a margin ranging from 1.25% to 1.75%. Letter of credit fees range from 1.25% to 1.75%. The interest rate and letter of credit fees under the Credit Agreement are subject to an increase of 2.00% per annum upon an event of default.

The Credit Agreement contains customary covenants that limit, absent lender approval, the ability of the Company and certain of its affiliates to, among other things, pay cash dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, enter into certain acquisition transactions with affiliates, merge, dissolve, repay certain indebtedness, change the nature of the Company’s business, enter sale or leaseback transactions, make investments or dispose of assets. In some cases, these restrictions are subject to certain negotiated exceptions or permit the Company to undertake otherwise restricted activities if it satisfies certain conditions. In addition, the Company will be required to maintain availability of not less than (i) 12.5% of the lesser of (x) aggregate commitments under the Revolving Credit Facility and (y) the borrowing base (the "loan cap") during the period that inventory appraisals have not been delivered as described above and (ii) at all other times 10.0% of the loan cap.

If there exists an event of default or availability under the Revolving Credit Facility is less than 15% of the loan cap, amounts in any of the Loan Parties’ or subsidiary guarantors' designated deposit accounts will be transferred daily into a blocked account held by the Agent and applied to reduce outstanding amounts under the Revolving Credit Facility (the "Cash Dominion Event"), so long as (i) such event of default has not been waived and/or (ii) until availability has exceeded 15% of the loan cap for sixty (60) consecutive calendar days (provided that such ability to discontinue the Cash Dominion Event shall be limited to two times during the term of the Credit Agreement).

The Credit Agreement contains customary events of default including, among other things, failure to pay obligations when due, initiation of bankruptcy or insolvency proceedings, defaults on certain other indebtedness, change of control, incurrence of certain material judgments that are not stayed, satisfied, bonded or discharged within 30 days, certain ERISA events, invalidity of the credit documents, and violation of affirmative and negative covenants or breach of representations and warranties set forth in the Credit Agreement. Amounts under the Revolving Credit Facility may become due upon events of default (subject to any applicable grace or cure periods).

All obligations under the Revolving Credit Facility are guaranteed by 1616 Holdings and secured by substantially all of the assets of the Company and 1616 Holdings.

As of ~~July 30,~~October 29, 2022, the Company had no borrowings under the Revolving Credit Facility and had approximately ~~$202~~$225 million available under the Revolving Credit Facility.

As of ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, the Company was in compliance with the covenants applicable to it under the Credit Agreement.

(6)Commitments and Contingencies

Commitments

Other Contractual Commitments

As of ~~July 30,~~October 29, 2022, the Company has other purchase commitments of approximately ~~$22.1~~$26.9 million consisting of purchase agreements for materials that will be used in the construction of new stores.

~~In March 2021, the Company acquired land in Indianapolis, Indiana, to build an approximately 1,030,000 square foot distribution center to support the Company's anticipated growth. The total amount paid for the land and building was approximately $60 million.~~ ~~The Company began operating the distribution center in June 2022.~~

Contingencies

Legal Matters

The Company is subject to various proceedings, lawsuits, disputes, and claims arising in the ordinary course of the Company's business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against the Company from time to time include commercial, intellectual property, customer, and employment actions, including class action lawsuits. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. Actions are in various procedural stages, and some are covered in part by insurance. The Company cannot predict with assurance the outcome of actions brought against the Company. Accordingly, adverse developments, settlements, or resolutions may occur and negatively impact income in the quarter of such development, settlement or resolution. If a potential loss arising from these lawsuits, claims and pending actions is probable and reasonably estimable, the Company records the estimated liability based on circumstances and assumptions existing at the time. Although the outcome of these and other claims cannot be predicted with certainty, 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.

(7)Share-Based Compensation

Equity Incentive Plan

Pursuant to the Company's 2022 Equity Incentive Plan (the “Plan”), which was approved in June 2022, the Company’s Board of Directors may grant stock options, restricted shares, and restricted stock units to officers, directors, key employees and professional service providers. The Plan allows for the issuance of up to a total of 4.3 million shares under the Plan. As of ~~July 30,~~October 29, 2022, approximately 3.5 million stock options, restricted shares, or restricted stock units were available for grant.

Common Stock Options

All stock options have a term not greater than ten years. Stock options vest and become exercisable in whole or in part, in accordance with vesting conditions set by the Company’s Board of Directors. Options granted to date generally vest over four years from the date of grant.

Stock option activity during the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 was as follows:


		Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Balance as of January 29, 2022	Balance as of January 29, 2022	39,763	$	34.48	2.3	Balance as of January 29, 2022	39,763	$	34.48	2.3

Exercised	Exercised	(2,952)	22.62			Exercised	(3,212)	23.51
Balance as of July 30, 2022		36,811	35.43		1.9
Exercisable as of July 30, 2022		36,811	$	35.43	1.9
Balance as of October 29, 2022						Balance as of October 29, 2022	36,551	35.44		1.7
Exercisable as of October 29, 2022						Exercisable as of October 29, 2022	36,551	$	35.44	1.7

The fair value of each option award granted to employees, including outside directors, is estimated on the date of grant using the Black-Scholes option-pricing model. There were no stock options granted or forfeited during the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022.

Restricted Stock Units and Performance-Based Restricted Stock Units

All restricted stock units ("RSU") and performance-based restricted stock units ("PSU") vest in accordance with vesting conditions set by the compensation committee of the Company’s Board of Directors. RSUs and PSUs granted to date generally have vesting periods ranging from less than one year to four years from the date of grant. The fair value of RSUs is the market price of the underlying common stock on the date of grant.

PSUs that have a performance condition are subject to satisfaction of the applicable performance goals established for the respective grant. The Company periodically assesses the probability of achievement of the performance criteria and adjusts the amount of compensation expense accordingly. The fair value of these PSUs is the market price of the underlying common stock on the date of grant. Compensation is recognized over the vesting period and adjusted for the probability of achievement of the performance criteria.

PSUs that have a market condition based on our total shareholder return relative to a pre-defined peer group are subject to multi-year performance objectives with vesting periods of approximately three years from the date of grant (if the applicable performance objectives are achieved). The fair value of these PSUs are determined using a Monte Carlo valuation model.

RSU and PSU activity during the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 was as follows:


		Restricted Stock Units			Performance-Based Restricted Stock Units				Restricted Stock Units			Performance-Based Restricted Stock Units
		Number	Weighted-Average Grant Date Fair Value		Number	Weighted-Average Grant Date Fair Value			Number	Weighted-Average Grant Date Fair Value		Number	Weighted-Average Grant Date Fair Value
Non-vested balance as of January 29, 2022	Non-vested balance as of January 29, 2022	254,295	$	126.93	349,236	$	163.16	Non-vested balance as of January 29, 2022	254,295	$	126.93	349,236	$	163.16
Granted	Granted	108,241	141.28		127,598	165.90		Granted	117,650	140.81		127,598	165.90
Vested	Vested	(112,749)	108.00		—	—		Vested	(117,452)	108.71		—	—
Forfeited	Forfeited	(15,294)	139.47		(7,654)	161.29		Forfeited	(25,076)	140.85		(17,738)	171.16
Non-vested balance as of July 30, 2022		234,493	$	133.92	469,180	$	126.50
Non-vested balance as of October 29, 2022								Non-vested balance as of October 29, 2022	229,417	$	133.76	459,096	$	163.61

In connection with the vesting of RSUs and PSUs during the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022, the Company withheld 30,380~~28,832~~ shares with an aggregate value of ~~$4.4~~$4.6 million in satisfaction of minimum tax withholding obligations due upon vesting.

In connection with the vesting of RSUs and PSUs during the ~~twenty-six~~thirty-nine weeks ended ~~July 31,~~October 30, 2021, the Company withheld ~~36,561~~37,491 shares with an aggregate value of ~~$7.0~~$7.2 million in satisfaction of minimum tax withholding obligations due upon vesting.

As of ~~July 30,~~October 29, 2022, there was ~~$44.9~~$37.1 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements (including stock options, RSUs and PSUs) granted under the Plan. The cost is expected to be recognized over a weighted average vesting period of ~~2.4 years.~~2.3 years.

Share Repurchase Programs

On March 20, 2018, the Company's 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, 2021, on the open market, in privately negotiated transactions, or otherwise. This program expired on March 31, 2021.

On March 9, 2021, the Company's Board of Directors approved a new share repurchase program for up to $100 million of the Company's common stock through March 31, 2024. In fiscal 2021, the Company purchased 368,699 shares at an aggregate cost of approximately $60.0 million, or average price of $162.75 per share. During the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022, the Company purchased 247,132 shares at an aggregate cost of approximately $40.0 million, or average price of $161.88 per share. The Company has exhausted repurchases under this program.

On June 14, 2022, the Company's Board of Directors approved a new share repurchase program for up to $100 million of the Company's common stock through June 30, 2025. As of ~~July 30,~~October 29, 2022, the Company has not made any repurchases under this program.

Since approval of the share repurchase programs in March 2018, the Company has purchased approximately 1,100,000 shares for an aggregate cost of approximately $150 million.

(8)Income Taxes

The following table summarizes the Company’s income tax expense and effective tax rates for the thirteen and ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 (dollars in thousands):


		Thirteen Weeks Ended						Twenty-Six Weeks Ended						Thirteen Weeks Ended								Thirty-Nine Weeks Ended
		July 30, 2022			July 31, 2021			July 30, 2022			July 31, 2021				October 29, 2022					October 30, 2021					October 29, 2022					October 30, 2021
Income before income taxes	Income before income taxes	$	56,106		$	85,097		$	98,198		$	147,807			$	21,417				$	31,825				$	119,615				$	179,632
Income tax expense	Income tax expense	$	14,762		$	20,256		$	24,136		$	33,370			Income tax expense		$	5,271				$	7,648				$	29,407				$	41,018
Effective tax rate	Effective tax rate	26.3		%	23.8		%	24.6		%	22.6		%		Effective tax rate		24.6		%			24.0		%			24.6		%			22.8		%

The effective tax rates for the thirteen and ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 were based on the Company’s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within the periods presented. The effective tax rate for the thirteen weeks ended ~~July 30,~~October 29, 2022 was higher than the thirteen weeks ended ~~July 31,~~October 30, 2021 primarily due to discrete items. The effective tax rate for the thirty-nine weeks ended October 29, 2022 was higher than the thirty-nine weeks ended October 30, 2021 primarily due to discrete items, which includes the impact of ASU 2016-09, "Improvements to Employee Share-Based Payment ~~Accounting"~~Accounting with respect to the requirement to recognize excess income tax benefits or deficiencies as income tax benefit or expense in the Company's consolidated statements of operations. The effective tax rate for the twenty-six weeks ended July 30, 2022 was higher than the twenty-six weeks ended July 31, 2021 primarily due to discrete items, which includes the impact of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting."

The Company had no material accrual for uncertain tax positions or interest and/or penalties related to income taxes on the Company’s balance sheets as of ~~July 30,~~October 29, 2022, January 29, 2022 or ~~July 31,~~October 30, 2021 and has not recognized any material uncertain tax positions or interest and/or penalties related to income taxes in the consolidated statements of operations for the thirteen and ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 or ~~July 31,~~October 30, 2021.

The Company files a federal income tax return as well as state tax returns. The Company’s U.S. federal income tax returns for the fiscal years ended February 2, 2019 and thereafter remain subject to examination by the U.S. Internal Revenue Service. State returns are filed in various state jurisdictions, as appropriate, with varying statutes of limitation and remain subject to examination for varying periods up to three years to four years depending on the state.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with “Selected Financial Data” and the consolidated financial statements and related notes included in our Annual Report on Form 10-K for our fiscal year ended January 29, 2022 and referred to herein as the "Annual Report," and the consolidated financial statements and related notes as of and for the thirteen and ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 included in Part I, Item I of this Quarterly Report on Form 10-Q. The statements in this discussion regarding expectations of our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described below in “Special Note Regarding Forward-Looking Statements” and in Part II, Item 1A "Risk Factors." Our actual results may differ materially from those contained in or implied by any forward-looking statements.

We operate on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to January 31 of the following year. References to "fiscal year 2022" or "fiscal 2022" refer to the period from January 30, 2022 to January 28, 2023, which is a 52-week fiscal year. References to "fiscal year 2021" or "fiscal 2021" refer to the period from January 31, 2021 to January 29, 2022, which is a 52-week fiscal year. The fiscal quarters ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 refer to the thirteen weeks ended as of those dates. The year-to-date periods ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021 refer to the ~~twenty-six~~thirty-nine weeks ended as of those dates. Historical results are not necessarily indicative of the results to be expected for any future period and results for any interim period may not necessarily be indicative of the results that may be expected for a full year.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts or present facts or conditions, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the introduction of new merchandise, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or the negative of these terms or other comparable terminology.

The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our views as of the date of this report about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, those factors described in Part I, Item 1A “Risk Factors” in our Annual Report, as amended by the risk factors included in Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q. These factors include without limitation:

•uncertainties associated with the Coronavirus (or COVID-19) pandemic, including closures of our stores, adverse impacts on our sales and operations, future impairment charges, the risk of global recession, and the impact of related government regulations;

•failure to successfully implement our growth strategy;

•the impacts of inflation and increasing commodity prices;

•disruptions in our ability to select, obtain, distribute and market merchandise profitably;

•reliance on merchandise manufactured outside of the United States;

•the direct and indirect impact of current and potential tariffs imposed and proposed by the United States on foreign imports, including, without limitation, the tariffs themselves, any counter-measures thereto and any indirect effects on consumer discretionary spending, which could increase the cost to us of certain products, lower our margins, increase our import related expenses, and reduce consumer spending for discretionary items, each of which could have a material adverse effect on our business, financial condition and results of future operations;

•the impact of price increases, such as, a reduction in our unit sales, damage to our reputation with our customers, and our becoming less competitive in the marketplace;

•dependence on the volume of traffic to our stores and website;

•inability to successfully build, operate or expand our distribution centers or network capacity;

•disruptions to the global supply chain, increased cost of freight, constraints on shipping capacity to transport inventory or the timely receipt of inventory;

•extreme weather conditions in the areas in which our stores are located could negatively affect our business and results of operations;

•disruptions in our information technology systems and our inability to maintain and update those systems could adversely affect operations and our customers;

•the risks of cyberattacks or other cyber incidents, such as the failure to secure customers' confidential or credit card information, or other private data relating to our employees or our company, including the costs associated with protection against or remediation of such incidents;

•increased operating costs or exposure to fraud or theft due to customer payment-related risks;

•inability to increase sales and improve the efficiencies, costs and effectiveness of our operations;

•dependence on our executive officers, senior management and other key personnel or inability to hire additional qualified personnel;

•inability to successfully manage our inventory balances and inventory shrinkage;

•inability to meet our lease obligations;

•the costs and risks of constructing and owning real property;

•changes in our competitive environment, including increased competition from other retailers and the presence of online retailers;

•the seasonality of our business;

•inability to successfully implement our expansion into online retail;

•natural disasters, adverse weather conditions, pandemic outbreaks (in addition to COVID-19), global political events, war, terrorism or civil unrest;

•the impact of changes in tax legislation;

•the impact to our financial performance related to insurance programs;

•inability to protect our brand name, trademarks and other intellectual property rights;

•the impact of product and food safety claims and effects of legislation; and

•restrictions imposed by our indebtedness on our current and future operations.

Readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. All of the forward-looking statements we have included in this Quarterly Report on Form 10-Q are based on information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Overview

Five Below, Inc. (collectively referred to herein with its wholly owned subsidiary as "we," "us," or "our") is a rapidly growing specialty value retailer offering a broad range of trend-right, high-quality merchandise targeted at the tween and teen customer. We offer a dynamic, edited assortment of exciting products, with most priced at $5 and below, including select brands and licensed merchandise across our category worlds. In addition, in Fall 2019, we rolled out new pricing to our full chain, increasing prices on certain products over $5. Most of our products remain at $5 and below. As of ~~July 30,~~October 29, 2022, we operated ~~1,252~~1,292 stores in 4042 states.

We also offer our merchandise on the internet, through our fivebelow.com e-commerce website as well as with an on demand third party delivery service to enable our customers to shop online and receive convenient same day delivery. All e-commerce sales, which includes shipping and handling revenue, are included in net sales and are included in comparable sales. Our e-commerce expenses will have components classified as both cost of goods sold and selling, general and administrative expenses.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. These key measures include net sales, comparable sales, cost of goods sold and gross profit, selling, general and administrative expenses and operating income.

Net Sales

Net sales constitute gross sales net of merchandise returns for damaged or defective goods. Net sales consist of sales from comparable stores, non-comparable stores, and e-commerce, which includes shipping and handling revenue. Revenue from the sale of gift cards is deferred and not included in net sales until the gift cards are redeemed to purchase merchandise or as breakage revenue in proportion to the pattern of redemption of the gift cards by the customer.

Our business is seasonal and as a result, our net sales fluctuate from quarter to quarter. Net sales are usually highest in the fourth fiscal quarter due to the year-end holiday season.

Comparable Sales

Comparable sales include net sales from stores that have been open for at least 15 full months from their opening date, and e-commerce sales. Comparable stores include the following:

•Stores that have been remodeled while remaining open;

•Stores that have been relocated within the same trade area, to a location that is not significantly different in size, in which the new store opens at about the same time as the old store closes; and

•Stores that have expanded, but are not significantly different in size, within their current locations.

For stores that are relocated or expanded, the following periods are excluded when calculating comparable sales:

•The period beginning when the closing store receives its last merchandise delivery from one of our distribution centers through:

▪the last day of the fiscal year in which the store was relocated or expanded (for stores that increased significantly in size); or

▪the last day of the fiscal month in which the store re-opens (for all other stores); and

•The period beginning on the first anniversary of the date the store received its last merchandise delivery from one of our distribution centers through the first anniversary of the date the store re-opened.

Comparable sales exclude the 53rd week of sales for 53-week fiscal years. In the 52-week fiscal year subsequent to a 53-week fiscal year, we exclude the sales in the non-comparable week from the same-store sales calculation. Due to the 53rd week in fiscal 2017, all comparable sales related to any reporting period during the year ended February 2, 2019 are reported on a restated calendar basis using the National Retail Federation's restated calendar comparing similar weeks.

There may be variations in the way in which some of our competitors and other retailers calculate comparable or “same store” sales. As a result, data in this Quarterly Report on Form 10-Q regarding our comparable sales may not be comparable to similar data made available by other retailers. Non-comparable sales are comprised of new store sales, sales for stores not open for a full 15 months, and sales from existing store relocation and expansion projects that were temporarily closed (or not receiving deliveries) and not included in comparable sales.

Measuring the change in fiscal year-over-year comparable sales allows us to evaluate how we are performing. Various factors affect comparable sales, including:

•consumer preferences, buying trends and overall economic trends;

•our ability to identify and respond effectively to customer preferences and trends;

•our ability to provide an assortment of high-quality, trend-right and everyday product offerings that generate new and repeat visits to our stores;

•the customer experience we provide in our stores and online;

•the level of traffic near our locations in the power, community and lifestyle centers in which we operate;

•competition;

•changes in our merchandise mix;

•pricing;

•our ability to source and distribute products efficiently;

•the timing of promotional events and holidays;

•the timing of introduction of new merchandise and customer acceptance of new merchandise;

•our opening of new stores in the vicinity of existing stores;

•the number of items purchased per store visit;

•weather conditions; and

•the impacts associated with the COVID-19 pandemic, including closures of our stores, adverse impacts on our operations, and consumer sentiment regarding discretionary spending.

Opening new stores is an important part of our growth strategy. As we continue to pursue our growth strategy, we expect that a significant percentage of our net sales will continue to come from new stores not included in comparable sales. Accordingly, comparable sales is only one measure we use to assess the success of our growth strategy.

Cost of Goods Sold and Gross Profit

Gross profit is equal to our net sales less our cost of goods sold. Gross margin is gross profit as a percentage of our net sales. Cost of goods sold reflects the direct costs of purchased merchandise and inbound freight and tariffs, as well as shipping and handling costs, store occupancy, distribution and buying expenses. Shipping and handling costs include internal fulfillment and shipping costs related to our e-commerce operations. Store occupancy costs include rent, common area maintenance, utilities and property taxes for all store locations. Distribution costs include costs for receiving, processing, warehousing and shipping of merchandise from our distribution centers and between store locations. Buying costs include compensation expense and other costs for our internal buying organization, including our merchandising and product development team and our planning and allocation group. These costs are significant and can be expected to continue to increase as our Company grows.

The components of our cost of goods sold may not be comparable to the components of cost of goods sold or similar measures of our competitors and other retailers. As a result, data in this Quarterly Report on Form 10-Q regarding our gross profit and gross margin may not be comparable to similar data made available by our competitors and other retailers.

The variable component of our cost of goods sold is higher in higher volume quarters because the variable component of our cost of goods sold generally increases as net sales increase. We regularly analyze the components of gross profit as well as gross margin. Any inability to obtain acceptable levels of initial markups, a significant increase in our use of markdowns, and a significant increase in inventory shrinkage or inability to generate sufficient sales leverage on the store occupancy, distribution and buying components of cost of goods sold could have an adverse impact on our gross profit and results of operations. In addition, current global supply chain disruptions, the cost of freight and constraints on shipping capacity to transport inventory may have an adverse impact on our gross profit and results of operations, as well as our sales. Changes in the mix of our products may also impact our overall cost of goods sold.

Selling, General and Administrative Expenses

Selling, general and administrative, or SG&A, expenses are composed of payroll and other compensation, marketing and advertising expense, depreciation and amortization expense and other selling and administrative expenses. SG&A expenses as a percentage of net sales are usually higher in lower sales volume quarters and lower in higher sales volume quarters.

The components of our SG&A expenses may not be comparable to those of other retailers. We expect that our SG&A expenses will increase in future periods due to our continuing store growth. In addition, any increase in future share-based grants or modifications will increase our share-based compensation expense included in SG&A expenses.

Operating Income

Operating income equals gross profit less SG&A expenses. Operating income excludes interest expense or income, other expense or income, and income tax expense or benefit. We use operating income as an indicator of the productivity of our business and our ability to manage SG&A expenses. Operating income percentage measures operating income as a percentage of our net sales.

Results of Consolidated Operations

The following tables summarize key components of our results of consolidated operations for the periods indicated, both in dollars and as a percentage of our net sales.


		Thirteen Weeks Ended						Twenty-Six Weeks Ended							Thirteen Weeks Ended						Thirty-Nine Weeks Ended
		July 30, 2022			July 31, 2021			July 30, 2022			July 31, 2021				October 29, 2022			October 30, 2021			October 29, 2022			October 30, 2021
		(in millions, except percentages and total stores)													(in millions, except percentages and total stores)
Consolidated Statements of Operations Data (1):	Consolidated Statements of Operations Data (1):													Consolidated Statements of Operations Data (1):
Net sales	Net sales	$	668.9		$	646.6		$	1,308.5		$	1,244.4		Net sales	$	645.0		$	607.6		$	1,953.6		$	1,852.0
Cost of goods sold	Cost of goods sold	440.4			416.2			873.2			813.2			Cost of goods sold	437.2			405.3			1,310.5			1,218.5
Gross profit	Gross profit	228.5			230.3			435.3			431.2			Gross profit	207.8			202.4			643.1			633.6
Selling, general and administrative expenses	Selling, general and administrative expenses	172.5			144.2			336.9			281.3			Selling, general and administrative expenses	186.9			159.9			523.8			441.2
Operating income	Operating income	56.0			86.2			98.3			149.9			Operating income	20.9			42.4			119.3			192.3
Interest income (expense) and other income (expense), net	Interest income (expense) and other income (expense), net	0.1			(1.1)			(0.1)			(2.0)			Interest income (expense) and other income (expense), net	0.5			(10.6)			0.3			(12.7)

Income before income taxes	Income before income taxes	56.1			85.1			98.2			147.8			Income before income taxes	21.4			31.8			119.6			179.6
Income tax expense	Income tax expense	14.8			20.3			24.1			33.4			Income tax expense	5.3			7.6			29.4			41.0
Net income	Net income	$	41.3		$	64.8		$	74.1		$	114.4		Net income	$	16.1		$	24.2		$	90.2		$	138.6
Percentage of Net Sales (1):	Percentage of Net Sales (1):													Percentage of Net Sales (1):
Net sales	Net sales	100.0		%	100.0		%	100.0		%	100.0		%	Net sales	100.0		%	100.0		%	100.0		%	100.0		%
Cost of goods sold	Cost of goods sold	65.8			64.4			66.7			65.3			Cost of goods sold	67.8			66.7			67.1			65.8
Gross profit	Gross profit	34.2			35.6			33.3			34.7			Gross profit	32.2			33.3			32.9			34.2
Selling, general and administrative expenses	Selling, general and administrative expenses	25.8			22.3			25.8			22.6			Selling, general and administrative expenses	29.0			26.3			26.8			23.8
Operating income	Operating income	8.4			13.3			7.5			12.0			Operating income	3.2			7.0			6.1			10.4
Interest income (expense) and other income (expense), net	Interest income (expense) and other income (expense), net	—			(0.2)			—			(0.2)			Interest income (expense) and other income (expense), net	0.1			(1.7)			—			(0.7)

Income before income taxes	Income before income taxes	8.4			13.2			7.5			11.9			Income before income taxes	3.3			5.2			6.1			9.7
Income tax expense	Income tax expense	2.2			3.1			1.8			2.7			Income tax expense	0.8			1.3			1.5			2.2
Net income	Net income	6.2		%	10.0		%	5.7		%	9.2		%	Net income	2.5		%	4.0		%	4.6		%	7.5		%
Operational Data:	Operational Data:													Operational Data:
Total stores at end of period	Total stores at end of period	1,252			1,121			1,252			1,121			Total stores at end of period	1,292			1,173			1,292			1,173
Comparable sales (decrease) increase	Comparable sales (decrease) increase	(5.8)		%	39.2		%	(4.8)		%	79.9		%	Comparable sales (decrease) increase	(2.7)		%	14.8		%	(4.1)		%	52.0		%
Average net sales per store (2)	Average net sales per store (2)	$	0.5		$	0.6		$	1.1		$	1.2		Average net sales per store (2)	$	0.5		$	0.5		$	1.6		$	1.7

(1)Components may not add to total due to rounding.

(2)Only includes stores that opened before the beginning of the thirteen weeks ended. and ~~twenty-six~~thirty-nine weeks ended.

Thirteen Weeks Ended ~~July 30,~~October 29, 2022 Compared to the Thirteen Weeks Ended ~~July 31,~~October 30, 2021

Net Sales

Net sales increased to ~~$668.9~~$645.0 million in the thirteen weeks ended ~~July 30,~~October 29, 2022 from ~~$646.6~~$607.6 million in the thirteen weeks ended ~~July 31,~~October 30, 2021, an increase of ~~$22.3~~$37.4 million, or ~~3.5%~~6.2%. The increase was the result of a non-comparable sales increase of ~~$58.1~~$53.1 million, partially offset by a comparable sales decrease of ~~$35.8~~$15.7 million. The increase in ~~non-comparable~~non-comparable sales was primarily driven by new stores that opened in fiscal 2022 and the number of stores that opened in fiscal 2021 but have not been open for 15 full ~~months and new stores that opened in fiscal 2022.~~months.

Comparable sales decreased ~~5.8%~~ 2.7%. This decrease resulted from decreases of approximately ~~4.3%~~1.8% in the average dollar value of transactions and approximately ~~1.7% in the number of transactions.~~

~~Cost of Goods Sold and Gross Profit~~

Cost of goods sold increased to $440.4 million in the thirteen weeks ended July 30, 2022 from $416.2 million in the thirteen weeks ended July 31, 2021, an increase of $24.2 million, or 5.8%. The increase in cost of goods sold was primarily the result of an increase in the merchandise cost of goods sold resulting from the increase in net sales. Also contributing to the increase in cost of goods sold was an increase in store occupancy costs resulting from new store openings.

Gross profit decreased to $228.5 million in the thirteen weeks ended July 30, 2022 from $230.3 million in the thirteen weeks ended July 31, 2021, a decrease of $1.8 million, or 0.8%. Gross margin decreased to 34.2% for the thirteen weeks ended July 30, 2022 from 35.6% for the thirteen weeks ended July 31, 2021, a decrease of approximately 140 ba~~sis points. The decrease in gross margin was primarily the result of an increase as a percentage of net sales in store occupancy costs.~~ ~~Also contributing to the decrease in gross margin was an increase as a percentage of net sales in merchandise cost of goods sold.~~

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses increased to $172.5 million in the thirteen weeks ended July 30, 2022 from $144.2 million in the thirteen weeks ended July 31, 2021, an increase of $28.3 million, or 19.7%. As a percentage of net sales, selling, general and administrative expenses increased approximately 350 basis points to 25.8% in the thirteen weeks ended July 30, 2022 from 22.3% in the thirteen weeks ended July 31, 2021. The increase in selling, general and administrative expenses was primarily the result of increases of $24.6 million in store-related expenses to support new store growth and $3.7 million in corporate-related expenses.

~~Income Tax Expense~~

~~Income tax expense decreased to~~ ~~$14.8 million~~ in the thirteen weeks ended July 30, 2022 from $20.3 million in the thirteen weeks ended July 31, 2021, a decrease of $5.5 million or 27.1%. The decrease in income tax expense was primarily due to the $29.0 million decrease in pre-tax income, partially offset by discrete items, which includes the impact of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," with respect to the requirement to recognize excess income tax benefits or deficiencies as income tax benefit or expense in our consolidated statements of operations.

~~Our effective tax rate for the thirteen weeks ended July 30, 2022 was 26.3% compared to~~ 23.8% in the thirteen weeks ended July 31, 2021. Our effective tax rate for the thirteen weeks ended July 30, 2022 was higher than the comparable prior year period primarily due to discrete items, which includes the impact of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting."

~~Net Income~~

~~As a result of the foregoing, net income decreased to $41.3 million in the thirteen weeks ended~~ ~~July 30, 2022 from $64.8 million in the thirteen weeks ended July 31, 2021, a decrease of $23.5 million or 36.2%.~~

~~Twenty-Six Weeks Ended July 30, 2022 Compared to the Twenty-Six Weeks Ended July 31, 2021~~

~~Net Sales~~

~~Net sales increased to $1,308.5 million in the twenty-six weeks ended July 30, 2022 from $1,244.4 million in the twenty-six weeks ended~~ July 31, 2021, an increase of $64.1 million, or 5.2%. The increase was the result of a non-comparable sales increase of $120.7 million, partially offset by a comparable sales decrease of $56.6 million. The increase in non-comparable sales was primarily driven by the number of stores that opened in fiscal 2021 but have not been open for 15 full months and new stores that opened in fiscal 2022.

~~Comparable sales decreased 4.8%. This decrease resulted from decreases of approximately 3.1% in the average dollar value of transactions and approximately 1.7%~~0.9% in the number of transactions.

Cost of Goods Sold and Gross Profit

Cost of goods sold increased to ~~$873.2~~$437.2 million in the ~~twenty-six~~thirteen weeks ended ~~July 30,~~October 29, 2022 from ~~$813.2~~$405.3 million in the ~~twenty-six~~thirteen weeks ended ~~July 31,~~October 30, 2021, an increase of ~~$60.0~~$31.9 million, or ~~7.4%~~7.9%. The increase in cost of goods sold was primarily the result of an increase in the merchandise cost of goods sold resulting from the increase in net sales. Also contributing to the increase in cost of goods sold was an increase in store occupancy costs resulting from new store openings.

Gross profit increased to ~~$435.3~~$207.8 million in the ~~twenty-six~~thirteen weeks ended ~~July 30,~~October 29, 2022 from ~~$431.2~~$202.4 million in the ~~twenty-six~~thirteen weeks ended ~~July 31,~~October 30, 2021, an increase of ~~$4.1~~$5.4 million, or ~~1.0%~~2.7%. Gross margin decreased to ~~33.3% for~~32.2% in the ~~twenty-six~~thirteen weeks ended ~~July 30,~~October 29, 2022 from ~~34.7% for~~33.3% in the ~~twenty-six~~thirteen weeks ended ~~July 31,~~October 30, 2021, a decrease of approximately ~~140~~110 basis points. The decrease in gross margin was primarily the result of an increase as a percentage of net sales in store occupancy costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $186.9 million in the thirteen weeks ended October 29, 2022 from $159.9 million in the thirteen weeks ended October 30, 2021, an increase of $27.0 million, or 16.9%. As a percentage of net sales, selling, general and administrative expenses increased approximately 270 basis points to 29.0% in the thirteen weeks ended October 29, 2022 from 26.3% in the thirteen weeks ended October 30, 2021. The increase in selling, general and administrative expenses was primarily the result of increases of $21.4 million in store-related expenses to support new store growth and $5.6 million in corporate-related expenses.

Interest Income (Expense) and Other Income (Expense), net

Interest income and other, net increased to $0.5 million in the thirteen weeks ended October 29, 2022 from interest expense and other, net of $10.6 million in the thirteen weeks ended October 30, 2021, an increase of $11.1 million. The increase in interest income and other, net was primarily driven by an other than temporary impairment related to an equity method investment in the thirteen weeks ended October 30, 2021.

Income Tax Expense

Income tax expense decreased to $5.3 million in the thirteen weeks ended October 29, 2022 from $7.6 million in the thirteen weeks ended October 30, 2021, a decrease of $2.3 million or 31.1%. The decrease in income tax expense was primarily due to the $10.4 million decrease in pre-tax income, partially offset by discrete items.

Our effective tax rate for the thirteen weeks ended October 29, 2022 was 24.6% compared to 24.0% in the thirteen weeks ended October 30, 2021. Our effective tax rate for the thirteen weeks ended October 29, 2022 was higher than the comparable prior year period primarily due to discrete items.

Net Income

As a result of the foregoing, net income decreased to $16.1 million in the thirteen weeks ended October 29, 2022 from $24.2 million in the thirteen weeks ended October 30, 2021, a decrease of $8.1 million or 33.2%.

Thirty-Nine Weeks Ended October 29, 2022 Compared to the Thirty-Nine Weeks Ended October 30, 2021

Net Sales

Net sales increased to $1,953.6 million in the thirty-nine weeks ended October 29, 2022 from $1,852.0 million in the thirty-nine weeks ended October 30, 2021, an increase of $101.6 million, or 5.5%. The increase was the result of a non-comparable sales increase of $173.9 million, partially offset by a comparable sales decrease of $72.3 million. The increase in non-comparable sales was primarily driven by the number of stores that opened in fiscal 2021 but have not been open for 15 full months and new stores that opened in fiscal 2022.

Comparable sales decreased 4.1%. This decrease resulted from decreases of approximately 2.8% in the average dollar value of transactions and approximately 1.3% in the number of transactions.

Cost of Goods Sold and Gross Profit

Cost of goods sold increased to $1,310.5 million in the thirty-nine weeks ended October 29, 2022 from $1,218.5 million in the thirty-nine weeks ended October 30, 2021, an increase of $92.0 million, or 7.5%. The increase in cost of goods sold was primarily the result of an increase in the merchandise cost of goods sold resulting from the increase in net sales. Also contributing to the increase in cost of goods sold was an increase in store occupancy costs resulting from new store openings.

Gross profit increased to $643.1 million in the thirty-nine weeks ended October 29, 2022 from $633.6 million in the thirty-nine weeks ended October 30, 2021, an increase of $9.5 million, or 1.5%. Gross margin decreased to 32.9% in the thirty-nine weeks ended October 29, 2022 from 34.2% in the thirty-nine weeks ended October 30, 2021, a decrease of approximately 130 basis points. The decrease in gross margin was primarily the result of an increase as a percentage of net sales in store occupancy costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to ~~$336.9~~$523.8 million in the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 from ~~$281.3~~$441.2 million in the ~~twenty-six~~thirty-nine weeks ended ~~July 31,~~October 30, 2021, an increase of ~~$55.6~~$82.6 million, or ~~19.8%~~18.7%. As a percentage of net sales, selling, general and administrative expenses increased approximately ~~320~~300 basis points to ~~25.8%~~26.8% in the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 from ~~22.6%~~23.8% in the ~~twenty-six~~thirty-nine weeks ended ~~July 31,~~October 30, 2021. The increase in selling, general and administrative expenses was primarily the result of increases of ~~$42.6~~$63.8 million in store-related expenses to support new store growth and ~~$13.0~~$18.8 million in corporate-related expenses.

Interest Income (Expense) and Other Income (Expense), net

Interest income and other, net increased to $0.3 million in the thirty-nine weeks ended October 29, 2022 from interest expense and other, net of $12.7 million in the thirty-nine weeks ended October 30, 2021, an increase of $13.0 million. The increase in interest income and other, net was primarily driven by an other than temporary impairment related to an equity method investment in the thirty-nine weeks ended October 30, 2021.

Income Tax Expense

Income tax expense decreased to ~~$24.1~~$29.4 million in the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 from ~~$33.4~~$41.0 million in the ~~twenty-six~~thirty-nine weeks ended ~~July 31,~~October 30, 2021, a decrease of ~~$9.3~~$11.6 million, or ~~27.7%~~28.3%. The decrease in income tax expense was primarily due to the ~~$49.6~~$60.0 million decrease in pre-tax income, partially offset by discrete items, which includes the impact of ASU 2016-09, "Improvements to Employee Share-Based Payment ~~Accounting.~~Accounting with respect to the requirement to recognize excess income tax benefits or deficiencies as income tax benefit or expense in the Company's consolidated statements of operations."

Our effective tax rate for the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 was 24.6% compared to ~~22.6%~~22.8% in the ~~twenty-six~~thirty-nine weeks ended ~~July 31,~~October 30, 2021. Our effective tax rate for the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 was higher than the comparable prior year period primarily due to discrete items, which includes the impact of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting."

Net Income

As a result of the foregoing, net income decreased to ~~$74.1~~$90.2 million in the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 from ~~$114.4~~$138.6 million in the ~~twenty-six~~thirty-nine weeks ended ~~July 31,~~October 30, 2021, a decrease of ~~$40.3~~$48.4 million or ~~35.3%~~34.9%.

Liquidity and Capital Resources

Overview

Cash capital expenditures typically vary depending on the timing of new store openings and infrastructure-related investments. We plan to make cash capital expenditures of approximately $235 million in fiscal 2022, which exclude the impact of tenant allowances, and which we expect to fund from cash generated from operations, cash on hand, investments and, as needed, borrowings under our Revolving Credit Facility. We expect to incur approximately ~~$85~~$90 million of our cash capital expenditure budget in fiscal 2022 to construct and open approximately ~~160~~150 new stores of the planned approximately 375 ~~to 400~~ new stores over the next two fiscal years, with the remainder projected to be spent on our store relocations and remodels, our distribution centers, and our corporate infrastructure.

Our primary working capital requirements are for the purchase of store inventory and payment of payroll, rent, other store operating costs and distribution costs. Our working capital requirements fluctuate during the year, rising in the third and fourth fiscal quarters as we take title to increasing quantities of inventory in anticipation of our peak, year-end holiday shopping season in the fourth fiscal quarter. Fluctuations in working capital are also driven by the timing of new store openings.

Historically, we have funded our capital expenditures and working capital requirements during the fiscal year with cash on-hand, net cash provided by operating activities and borrowings under our Revolving Credit Facility, which expires in ~~April 2023,~~September 2027, as needed, and we expect that funding to continue. When we have used our Revolving Credit Facility, the amount of indebtedness outstanding under it has tended to be the highest in the beginning of the fourth quarter of each fiscal year. To the extent that we have drawn on the facility, we have paid down the borrowings before the end of the fiscal year with cash generated during our peak selling season in the fourth quarter. Although it is not possible to reliably estimate the duration or severity of the COVID-19 pandemic and the resulting financial impact on our results of operations, financial position and liquidity, we have the ability to draw down on our Revolving Credit Facility if and as needed. As of ~~July 30,~~October 29, 2022, we did not have any direct borrowings under our Revolving Credit Facility and had approximately ~~$202~~$225 million available on the line of credit.

On March 20, 2018, our Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of our common stock through March 31, 2021, on the open market, in privately negotiated transactions, or otherwise. This program expired on March 31, 2021.

On March 9, 2021, our Board of Directors approved a new share repurchase program for up to $100 million of our common stock through March 21, 2024. In fiscal 2021, we purchased 368,699 shares at an aggregate cost of approximately $60.0 million, or average price of $162.75 per share. During the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022, we purchased 247,132 shares at an aggregate cost of approximately $40.0 million, or an average price of $161.88 per share. We have exhausted repurchases under this program.

On June 14, 2022, our Board of Directors approved a new share repurchase program for up to $100 million of the Company's common stock through June 30, 2025. As of October 29, 2022, we have not made any repurchases under this program.

Since approval of the share repurchase program in March 2018, we have purchased approximately 1,100,000 shares for an aggregate cost of approximately $150 million.

Based on our growth plans, we believe that our cash position, which includes our cash equivalents and short-term investments, net cash provided by operating activities and availability under our Revolving Credit Facility, which expires in ~~April 2023,~~September 2027, will be adequate to finance our planned capital expenditures, authorized share repurchases and working capital requirements over the next 12 months and for the foreseeable future thereafter. If cash flows from operations and borrowings under our Revolving Credit Facility are not sufficient or available to meet our requirements, then we will be required to obtain additional equity or debt financing in the future. There can be no assurance that equity or debt financing will be available to us when we need it or, if available, that the terms will be satisfactory to us and not dilutive to our then-current shareholders.

Cash Flows

A summary of our cash flows from operating, investing and financing activities is presented in the following table (in millions):

Twenty-Six Weeks Ended
July 30, 2022 July 31, 2021
Net cash provided by operating activities $ 46.2 $ 148.8
Net cash provided by (used in) investing activities 87.8 (285.2)
Net cash used in financing activities (43.9) (6.2)
Net increase (decrease) during period in cash and cash equivalents (1)
$ 90.1 $ (142.6)


	Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021
Net cash (used in) provided by operating activities	$	(45.0)	$	124.7
Net cash provided by (used in) investing activities	68.5		(300.3)
Net cash used in financing activities	(44.3)		(6.3)
Net decrease during period in cash and cash equivalents (1)	$	(20.7)	$	(182.0)

(1) Components may not add to total due to rounding.

Cash (Used in) Provided by Operating Activities

Net cash ~~provided by~~used in operating activities for the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 was ~~$46.2~~$45.0 million, ~~a decrease~~an increase of ~~$102.6~~$169.7 million compared to the ~~twenty-six~~thirty-nine weeks ended ~~July 31,~~October 30, 2021. The ~~decrease~~increase was primarily due to changes in working capital, ~~and~~ a decrease in operating cash flows from store ~~performance.~~performance and an increase in income taxes paid.

Cash Provided by (Used in) Investing Activities

Net cash provided by investing activities for the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 was ~~$87.8~~$68.5 million, an increase of ~~$373.0~~$368.8 million compared to the ~~twenty-six~~thirty-nine weeks ended ~~July 31,~~October 30, 2021. The increase was primarily due to an increase in net sales, maturities and redemptions of investment securities and a decrease in capital expenditures.

Cash Used in Financing Activities

Net cash used in financing activities for the ~~twenty-six~~thirty-nine weeks ended ~~July 30,~~October 29, 2022 was ~~$43.9~~$44.3 million, an increase of ~~$37.7~~$38.0 million compared to the ~~twenty-six~~thirty-nine weeks ended ~~July 31,~~October 30, 2021. The increase was primarily due to an increase in the repurchase and retirement of common stock.

Line of Credit

On ~~January 27, 2021,~~September 16, 2022, we entered into a ~~First~~Second Amendment to Credit Agreement (the ~~"First~~"Second Amendment") which amended the Fifth Amended and Restated Credit Agreement, ~~(as~~dated as of April 24, 2020, as previously amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2021 (the "First Amendment"; the Fifth Amended and Restated Credit Agreement as amended by the ~~Fifth~~First Amendment and the Second Amendment, the ~~"Credit Agreement"~~“Credit Agreement”) ~~dated April 24, 2020~~, among the Company, 1616 Holdings, Inc., a wholly-owned subsidiary of the Company ("1616 Holdings" and together with the Company, the "Loan Parties"), Wells Fargo Bank, National Association as administrative agent (the "Agent"), and other lenders party thereto (the "Lenders").

The Revolving Credit Facility may be increased up to $150.0 million, subject to certain conditions, including obtaining commitments from one or more Lenders (the "Accordion"). Pursuant to the First Amendment, we obtained commitments from the Lenders that would allow us at our election (subject only to satisfaction of certain customary conditions such as the absence of any Event of Default), to increase the amount of the Revolving Credit Facility by an aggregate principal amount up to $50.0 million within the Accordion (the "Committed Increase"). The entire amount of the Revolving Credit Facility is available for the issuance of letters of credit and allows for swingline loans.

The Credit Agreement provides that the interest rate payable on borrowings shall be, at our option, a per annum rate equal to (a) a base rate plus an applicable margin ranging from 0.25% to 0.75% or (b) a LIBOR rate plus a margin ranging from 1.25% to 1.75%. Letter of credit fees range from 1.25% to 1.75%. The interest rate and letter of credit fees under the Credit Agreement are subject to an increase of 2.00% per annum upon an event of default.

The Credit Agreement contains customary covenants that limit, absent lender approval, the ability of the Company and certain of its affiliates to, among other things, pay cash dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, enter into certain acquisition transactions with affiliates, merge, dissolve, repay certain indebtedness, change the nature of our business, enter sale or leaseback transactions, make investments or dispose of assets. In some cases, these restrictions are subject to certain negotiated exceptions or permit us to undertake otherwise restricted activities if it satisfies certain conditions. In addition, we will be required to maintain availability of not less than (i) 12.5% of the lesser of (x) aggregate commitments under the Revolving Credit Facility and (y) the borrowing base (the "loan cap") during the period that inventory appraisals have not been delivered as described above and (ii) at all other times 10% of the loan cap.

the loan cap for sixty (60) consecutive calendar days (provided that such ability to discontinue the Cash Dominion Event shall be limited to two times during the term of the Credit Agreement).

All obligations under the Revolving Credit Facility are guaranteed by 1616 Holdings and secured by substantially all of the assets of the Company and 1616 Holdings.

As of ~~July 30,~~October 29, 2022, we had no borrowings under the Revolving Credit Facility and had approximately ~~$202~~$225 million available under the Revolving Credit Facility.

As of ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021, we were in compliance with the covenants applicable to it under the Credit Agreement.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of judgment. Actual results may vary from estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements. Our critical accounting policies and estimates are discussed in the Annual Report.

Contractual Obligations

Except as set forth below, there have been no material changes to our contractual obligations as disclosed in the Annual Report, other than those which occur in the ordinary course of business.

From January 30, 2022 to ~~July 30,~~October 29, 2022, we have entered into 88116 new fully executed retail leases with average terms of approximately 10 years and other lease modifications that have future minimum lease payments of approximately ~~$177.4~~$233.0 million.

In March 2021, we acquired land in Indianapolis, Indiana, to build an approximately 1,030,000 square foot distribution center to support our anticipated growth. The total amount paid for the land and building was approximately $60 million. We began operating the distribution center in June 2022.

Off-Balance Sheet Arrangements

For the thirteen weeks ended ~~July 30,~~October 29, 2022, we were not party to any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, net sales, expenses, results of operations, liquidity, capital expenditures or capital resources.

Recently Issued Accounting Pronouncements

See "Note 1 - Summary of Significant Accounting Policies" to the unaudited consolidated financial statements included in "Part I. Financial Information, Item 1. Consolidated Financial Statements" of this Form 10-Q, for a detailed description of recently issued accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our principal market risk relates to interest rate sensitivity, which is the risk that future changes in interest rates will reduce our net income or net assets. We have investment securities that are interest-bearing securities and if there are changes in interest rates, those changes would affect the interest income we earn on these investments and, therefore, impact our cash flows and results of operations. However, due to the short term nature of our investment portfolio, we do not believe an immediate 100 basis point increase or decrease in interest rates would have a material effect on the fair market value of our portfolio, and accordingly we do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.

We also have a Revolving Credit Facility which includes a revolving line of credit, which bears interest at a variable rate. Because our Revolving Credit Facility bears interest at a variable rate, we will be exposed to market risks relating to changes in interest rates, which could materially impact our consolidated statements of operations should we have any material borrowings under our Revolving Credit Facility.

As of ~~July 30,~~October 29, 2022, we had approximately ~~$202~~$225 million available on the line of credit. The Credit Agreement provides that the interest rate payable on borrowings shall be, at the Company’s option, a per annum rate equal to (a) a base rate plus an applicable margin ranging from ~~0.25%~~0.125% to ~~0.75%~~0.50% or (b) a ~~LIBOR~~SOFR rate plus a margin ranging from ~~1.25%~~1.12% to ~~1.75%~~1.50%. Letter of credit fees range from ~~1.25%~~1.125% to ~~1.75%~~1.50%. ~~The interest rate and letter of credit fees under the Credit Agreement are subject to an increase of 2.00% per annum upon an event of default.~~ We do not use derivative financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future.

Impact of Inflation

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our historical results of operations and financial condition have been immaterial. We seek to minimize the impact of increasing prices and general inflation in a variety of ways, including, with respect to our merchandise, by sourcing from different vendors and changing our product mix. We cannot assure you, however, that our results of operations and financial condition will not be materially impacted by inflation in the future.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), as of the end of the period covered by this Quarterly Report on Form 10-Q pursuant to Rule 13a-15(b) of the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q are effective at a reasonable assurance level in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and all fraud. While our disclosure controls and procedures are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting during the thirteen weeks ended ~~July 30,~~October 29, 2022, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to various proceedings, lawsuits, disputes, and claims arising in the ordinary course of our business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against us from time to time include commercial, intellectual property, customer, and employment actions, including class action lawsuits. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. Actions are in various procedural stages, and some are covered in part by insurance. We cannot predict with assurance the outcome of actions brought against us. Accordingly, adverse developments, settlements, or resolutions may occur and negatively impact income in the quarter of such development, settlement or resolution. If a potential loss arising from these lawsuits, claims and pending actions is probable and reasonably estimable, we record the estimated liability based on circumstances and assumptions existing at the time. Although the outcome of these and other claims cannot be predicted with certainty, management does not believe that the ultimate resolution of these matters will have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS

Risk factors that affect our business and financial results are discussed in Part I, Item 1A "Risk Factors" in our Annual Report. There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Exhibits


No.						Description



10.1						Second Amendment to Credit Agreement, dated September 16, 2022, among the Company, 1616 Holdings, Inc., Wells Fargo Bank, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2022)






~~3.1~~						Amended and Restated Articles of Incorporation of Five Below, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2022)

~~3.2~~						~~Amended and Restated Bylaws of Five Below, Inc. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2022)~~

~~10.1†~~						~~Five Below, Inc. 2022 Equity Incentive Plan (incorporated by reference to Appendix A-1 to the proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on May 5, 2022)~~

31.1						Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*						The following financial information from this Quarterly Report on Form 10-Q for the fiscal quarter ended ~~July 30,~~October 29, 2022, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Unaudited Consolidated Balance Sheets as of ~~July 30,~~October 29, 2022, January 29, 2022 and ~~July 31,~~October 30, 2021; (ii) the Unaudited Consolidated Statements of Operations for the Thirteen and ~~Twenty-Six~~Thirty-Nine Weeks Ended ~~July 30,~~October 29, 2022 and ~~July~~October 30, 2021; (iii) the Unaudited Consolidated Statements of Shareholders’ Equity for the Thirteen and ~~Twenty-Six~~Thirty-Nine Weeks Ended ~~July 30,~~October 29, 2022 and ~~July 31,~~October 30, 2021; (iv) the Unaudited Consolidated Statements of Cash Flows for the ~~Twenty-Six~~Thirty-Nine Weeks Ended ~~July 31,~~October 29, 2022 and ~~July~~October 30, 2021 and (v) the Notes to Unaudited Consolidated Financial Statements, tagged in detail.

104*						Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


†			Management contract or compensatory plan or arrangement.

*			Pursuant to applicable securities laws and regulations, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.

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, thereunto duly authorized.


						FIVE BELOW, INC.

Date: ~~September~~December 1, 2022						/s/ Joel D. Anderson
						Joel D. Anderson
						President and Chief Executive Officer (Principal Executive Officer)

Date: ~~September~~December 1, 2022						/s/ Kenneth R. Bull
						Kenneth R. Bull
						Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)