FIVE BELOW, INC 10-K

ITEM 7A. 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 January 29, 2022, we had approximatel y $153 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% 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. 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. 49 ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FIVE BELOW, INC. Index to Consolidated Financial Statements Page Report of KPMG LLP, Independent Registered Public Accounting Firm ( KPMG LLP , Philadelphia, PA , Audit Firm ID: 185 ) 51 Consolidated Balance Sheets as of January 29, 2022 and January 30, 2021 53 Consolidated Statements of Operations for Fiscal Years 2021, 2020 and 2019 54 Consolidated Statements of Changes in Shareholders’ Equity for Fiscal Years 2021, 2020 and 2019 55 Consolidated Statements of Cash Flows for Fiscal Years 2021, 2020 and 2019 56 Notes to Consolidated Financial Statements 57 50 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Five Below, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Five Below, Inc. and subsidiary (the Company) as of January 29, 2022 and January 30, 2021, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended January 29, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 29, 2022 and January 30, 2021, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended January 29, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 29, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 30, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Slow-moving and obsolete inventories at net realizable value As discussed in Note 1 to the consolidated financial statements, the Company monitors inventory levels in order to identify slow-moving or obsolete merchandise as these factors can indicate a decline in the market value of the inventory on hand. The Company’s inventory balance was $455 million as of January 29, 2022. Inventory cost is reduced to net realizable value when cost exceeds the selling price less the cost of disposal. The market value is subject to the effects of consumer demands, customer preferences, and the broader economy. We identified the evaluation of slow-moving and obsolete inventories at net realizable value as a critical audit matter because a high degree of auditor judgment was required to evaluate the Company’s ability to sell certain products. 51 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to the review of historical product sales and inventory quantities on hand, and the estimate of net realizable value of slow-moving and obsolete inventories and adjustments of inventory cost to net realizable value. We evaluated the Company’s methodology for determining slow-moving and obsolete merchandise. We selected certain products determined to be slow-moving or obsolete and considered current market trends or seasonal impacts by assessing the nature of the slow-moving and obsolete merchandise. We assessed the Company’s adjustments of inventory costs to net realizable value for certain slow-moving and obsolete inventories by (1) comparing the historical estimate for net realizable value adjustments to actual adjustments of inventory costs, and (2) analyzing sales subsequent to the measurement date. /s/ KPMG LLP We have served as the Company's auditor since 2002. Philadelphia, Pennsylvania March 30, 2022 52 FIVE BELOW, INC. Consolidated Balance Sheets (in thousands, except share and per share data) January 29, 2022 January 30, 2021 Assets Current assets: Cash and cash equivalents $ 64,973 $ 268,783 Short-term investment securities 277,141 140,928 Inventories 455,104 281,267 Prepaid income taxes and tax receivable 11,325 6,350 Prepaid expenses and other current assets 96,196 58,085 Total current assets 904,739 755,413 Property and equipment, net 777,497 565,351 Operating lease assets 1,151,395 975,862 Long-term investment securities 37,717 — Other assets 9,112 18,144 $ 2,880,460 $ 2,314,770 Liabilities and Shareholders’ Equity Current liabilities: Line of credit $ — $ — Accounts payable 196,461 138,622 Income taxes payable 28,096 2,025 Accrued salaries and wages 53,539 43,445 Other accrued expenses 145,268 108,504 Operating lease liabilities 163,537 143,074 Total current liabilities 586,901 435,670 Other long-term liabilities 1,663 1,048 Deferred income taxes 36,156 28,911 Long-term operating lease liabilities 1,135,456 967,255 Total liabilities 1,760,176 1,432,884 Commitments and contingencies (note 6) Shareholders’ equity: Common stock, $ 0.01 par value. Authorized 120,000,000 shares; issued and outstanding 55,662,400 and 55,935,237 shares, respectively. 556 559 Additional paid-in capital 280,666 321,075 Retained earnings 839,062 560,252 Total shareholders’ equity 1,120,284 881,886 $ 2,880,460 $ 2,314,770 See accompanying notes to consolidated financial statements. 53 FIVE BELOW, INC. Consolidated Statements of Operations (in thousands, except share and per share data) Fiscal Year 2021 2020 2019 Net sales $ 2,848,354 $ 1,962,137 $ 1,846,730 Cost of goods sold 1,817,910 1,309,807 1,172,764 Gross profit 1,030,444 652,330 673,966 Selling, general and administrative expenses 650,564 497,527 456,682 Operating income 379,880 154,803 217,284 Interest (expense) income and other (expense) income, net ( 13,177 ) ( 1,736 ) 4,285 Income before income taxes 366,703 153,067 221,569 Income tax expense 87,893 29,706 46,513 Net income $ 278,810 $ 123,361 $ 175,056 Basic income per common share $ 4.98 $ 2.21 $ 3.14 Diluted income per common share $ 4.95 $ 2.20 $ 3.12 Weighted average shares outstanding: Basic shares 55,999,713 55,816,508 55,823,535 Diluted shares 56,303,854 56,060,039 56,166,167 See accompanying notes to consolidated financial statements. 54 FIVE BELOW, INC. Consolidated Statements of Changes in Shareholders’ Equity (in thousands, except share and per share data) Common stock Additional paid-in capital Retained earnings Total shareholders’ equity Shares Amount Balance, February 2, 2019 55,759,048 $ 557 $ 352,702 $ 261,835 $ 615,094 Share-based compensation expense — — 12,136 — 12,136 Issuance of unrestricted stock awards 1,634 — 198 — 198 Exercise of options to purchase common stock 141,582 2 4,107 — 4,109 Vesting of restricted stock units and performance-based restricted stock units 227,020 2 — — 2 Common shares withheld for taxes ( 83,121 ) ( 1 ) ( 10,366 ) — ( 10,367 ) Repurchase and retirement of common stock ( 337,552 ) (3) ( 36,882 ) — ( 36,885 ) Issuance of common stock to employees under employee stock purchase plan 3,456 — 435 — 435 Net income — — — 175,056 175,056 Balance, February 1, 2020 55,712,067 557 322,330 436,891 759,778 Share-based compensation expense — — 9,294 — 9,294 Issuance of unrestricted stock awards 1,518 — 208 — 208 Exercise of options to purchase common stock 176,846 2 5,344 — 5,346 Vesting of restricted stock units and performance-based restricted stock units 230,002 2 — — 2 Common shares withheld for taxes ( 51,734 ) ( 1 ) ( 3,916 ) — ( 3,917 ) Repurchase and retirement of common stock ( 137,023 ) ( 1 ) ( 12,662 ) — ( 12,663 ) Issuance of common stock to employees under employee stock purchase plan 3,561 — 477 — 477 Net income — — — 123,361 123,361 Balance, January 30, 2021 55,935,237 559 321,075 560,252 881,886 Share-based compensation expense — — 25,378 — 25,378 Issuance of unrestricted stock awards 1,790 — 335 — 335 Exercise of options to purchase common stock 12,834 — 389 — 389 Vesting of restricted stock units and performance-based restricted stock units 115,763 1 — — 1 Common shares withheld for taxes ( 38,342 ) — ( 7,332 ) — ( 7,332 ) Repurchase and retirement of common stock ( 368,699 ) ( 4 ) ( 60,007 ) — ( 60,011 ) Issuance of common stock to employees under employee stock purchase plan 3,817 — 828 — 828 Net income — — — 278,810 278,810 Balance, January 29, 2022 55,662,400 $ 556 $ 280,666 $ 839,062 $ 1,120,284 See accompanying notes to consolidated financial statements. 55 FIVE BELOW, INC. Consolidated Statements of Cash Flows (in thousands) Fiscal Year 2021 2020 2019 Operating activities: Net income $ 278,810 $ 123,361 $ 175,056 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 84,831 69,345 54,979 Share-based compensation expense 25,787 9,551 12,383 Deferred income tax expense 7,245 20,195 14,842 Other non-cash expenses 708 2,572 117 Changes in operating assets and liabilities: Inventories ( 173,837 ) 42,761 ( 80,392 ) Prepaid income taxes and tax receivable ( 4,975 ) ( 2,287 ) ( 2,726 ) Prepaid expenses and other assets ( 26,287 ) 17,141 ( 16,603 ) Accounts payable 61,559 11,146 20,742 Income taxes payable 26,071 ( 7,480 ) ( 11,121 ) Accrued salaries and wages 10,094 23,572 ( 4,713 ) Operating leases 13,131 29,362 13,922 Other accrued expenses 24,775 26,727 10,543 Net cash provided by operating activities 327,912 365,966 187,029 Investing activities: Purchases of investment securities and other investments ( 477,082 ) ( 192,612 ) ( 136,148 ) Sales, maturities, and redemptions of investment securities 299,652 105,912 154,865 Capital expenditures ( 288,167 ) ( 200,189 ) ( 212,297 ) Net cash used in investing activities ( 465,597 ) ( 286,889 ) ( 193,580 ) Financing activities: Borrowing on note payable under Revolving Credit Facility — 50,000 — Repayment of note payable under Revolving Credit Facility — ( 50,000 ) — Cash paid for Revolving Credit Facility financing costs — ( 2,029 ) — Net proceeds from issuance of common stock 828 477 435 Repurchase and retirement of common stock ( 60,011 ) ( 12,663 ) ( 36,885 ) Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units 390 5,348 4,110 Common shares withheld for taxes ( 7,332 ) ( 3,917 ) ( 10,367 ) Net cash used in financing activities ( 66,125 ) ( 12,784 ) ( 42,707 ) Net (decrease) increase in cash and cash equivalents ( 203,810 ) 66,293 ( 49,258 ) Cash and cash equivalents at beginning of year 268,783 202,490 251,748 Cash and cash equivalents at end of year $ 64,973 $ 268,783 $ 202,490 Supplemental disclosures of cash flow information: Interest paid $ 590 $ 757 $ — Income taxes paid $ 59,550 $ 19,264 $ 45,518 Non-cash investing activities Increase (decrease) in accounts payable and accrued purchases of property and equipment $ 8,810 $ ( 2,445 ) $ ( 19,411 ) See accompanying notes to consolidated financial statements. 56 FIVE BELOW, INC. Notes to Consolidated Financial Statements (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 January 29, 2022, operated in 40 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, and New Mexico. As of January 29, 2022 and January 30, 2021, the Company operated 1,190 stores and 1,020 stores, respectively, each operating under the name “Five Below,” and sells merchandise on the internet, through the Company's fivebelow.com e-commerce website. The Company's consolidated financial statements include the accounts of Five Below, Inc. and its subsidiary (1616 Holdings, Inc., formerly known as Five Below Merchandising, Inc.). All intercompany transactions and accounts are eliminated in the consolidation of the Company's and subsidiary's financial statements. (b) Impact of COVID-19 As a result of the COVID-19 pandemic, the Company's business operations and results of operations, including its net sales, earnings and cash flows, were materially impacted in fiscal 2020 as a result of the temporary closures of its stores in the first half of 2020, and decreased customer traffic in stores, as the result of limitations on the number of persons permitted in stores at one time by certain local and state regulations. The Company's ability to operate improved beginning in the second half of fiscal 2020 and extending into fiscal 2021. (c) Fiscal Year The Company operates on a 52/53-week fiscal year ending on the Saturday closest to January 31. References to "fiscal year 2021" or "fiscal 2021" refer to the period from January 31, 2021 to January 29, 2022, which consists of a 52-week fiscal year. References to "fiscal year 2020" or "fiscal 2020" refer to the period from February 2, 2020 to January 30, 2021, which consists of a 52-week fiscal year. References to "fiscal year 2019" or "fiscal 2019" refer to the period from February 3, 2019 to February 1, 2020, which consists of a 52-week fiscal year. (d) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity date of three months or less when purchased to be cash equivalents. Our 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, which are classified as cash and cash equivalents in the accompanying consolidated balance sheets. The cash management solutions relate to cash deposit products that provide credit generally processed the next business day for cash deposited in third-party tech-enabled solutions. For credit card and debit card receivables, the majority of payments due from banks for third-party credit card and debit card transactions resulting from customer purchases at the Company’s retail stores process within 24 to 48 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. Amounts due from banks for these transactions classified as cash equivalents totaled $ 13.0 million and $ 12.8 million as of January 29, 2022 and January 30, 2021, respectively. Book overdrafts, which are outstanding checks in excess of funds on deposit, are recorded within accounts payable in the accompanying consolidated balance sheets and within operating activities in the accompanying consolidated statements of cash flows. As of January 29, 2022 and January 30, 2021, the Company had cash equivalents of $ 41.3 million and $ 250.7 million, respectively. 57 (e) 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 (as defined in note 5), 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 January 29, 2022 and January 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 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 January 30, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value Short-term: Corporate bonds $ 95,530 $ — $ 53 $ 95,477 Municipal bonds 45,398 — 7 45,391 Total $ 140,928 $ — $ 60 $ 140,868 Short-term investment securities as of January 29, 2022 and January 30, 2021 all mature in one year or less. Long-term investment securities as of January 29, 2022 all mature after one year but in less than two years. 58 (f) Inventories Inventories consist of finished goods purchased for resale, including freight and tariffs, and are stated at the lower of cost and net realizable value, at the individual product level. Cost is determined on a weighted average cost method. Management of the Company reviews inventory levels in order to identify slow-moving merchandise and uses markdowns to clear merchandise. Inventory cost is reduced when the selling price less costs of disposal is below cost. The Company accrues an estimate for inventory shrink for the period between the last physical count and the balance sheet date. The shrink estimate can be affected by changes in merchandise mix and changes in actual shrink trends. (g) Prepaid Expenses and Other Current Assets Prepaid expenses in fiscal 2021 and fiscal 2020 were $ 26.4 million and $ 19.0 million, respectively. Other current assets in fiscal 2021 and fiscal 2020 were $ 69.8 million and $ 39.1 million, respectively. (h) Property and Equipment Property and equipment are stated at cost. Additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. Depreciation and amortization is recorded using the straight-line method over the shorter of the estimated useful lives of the assets or the terms of the respective leases, if applicable. The estimated useful lives are three to ten years for furniture and fixtures and computers and equipment. Store leasehold improvements are amortized over the shorter of the useful life or the lease term plus assumed extensions, which is generally ten years . Leasehold improvements located in the distribution centers and the corporate headquarters are amortized over the shorter of the useful life or the lease term. Depreciation and amortization expense for property and equipment, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations, was $ 84.8 million, $ 69.3 million and $ 55.0 million in fiscal 2021, fiscal 2020 and fiscal 2019, respectively. Property and equipment, net, consists of the following (in thousands): January 29, 2022 January 30, 2021 Land $ 29,625 $ 23,541 Furniture and fixtures 340,252 261,324 Leasehold improvements 428,291 319,353 Computers and equipment 229,054 164,765 Construction in process 113,529 74,387 Property and equipment, gross 1,140,751 843,370 Less: Accumulated depreciation and amortization ( 363,254 ) ( 278,019 ) Property and equipment, net $ 777,497 $ 565,351 (i) Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a store level. Assets are reviewed for impairment using factors including, but not limited to, the Company's future operating plans and projected cash flows. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is based on discounted future cash flows of the asset using a discount rate commensurate with the risk. In the event of a store closure, the Company will record an impairment charge, if appropriate, or accelerate depreciation over the revised useful life of the asset. Based on the Company's analysis performed in fiscal 2021 and fiscal 2020, management believes that no impairment of long-lived assets exists for the periods ended January 29, 2022 and January 30, 2021. 59 (j) Deferred Financing Costs Deferred financing costs are amortized to interest expense over the term of the related credit agreement. As of January 29, 2022 and January 30, 2021, the Company had $ 0.9 million and $ 1.6 million remaining in the accompanying consolidated balance sheets within Other Assets. (k) Operating Leases The Company leases store locations, distribution centers, the corporate headquarters and equipment used in its operations and evaluates and classifies its leases as operating or capital leases for financial reporting purposes. Any assets held under a finance lease are included in property and equipment, net. Operating lease expense is recorded on a straight-line basis over the lease term. At the inception of a lease, the Company determines the lease term, which includes periods under the exercise of renewal options that are reasonably assured. Renewal options are exercised at the Company's sole discretion. In September 2016, the Company signed a 15 year lease for a new corporate headquarters location in Philadelphia, Pennsylvania. The Company currently occupies approximately 190,000 square feet of office space with multiple options to expand in the future. The lease agreement expires in early 2033 with three successive options to renew for additional terms up to approximately fifteen years. The distribution center in Olive Branch, Mississippi is leased under a lease agreement expiring in 2022 with options to renew for three successive five-year periods. The distribution center in Pedricktown, New Jersey is leased under a lease agreement expiring in 2025 with options to renew for three successive five-year periods. As a result of the significant expansion of our network of distribution facilities over the last several years, including the planned opening in the first half of fiscal 2022 of our Indianapolis, Indiana distribution center, the Company expects to cease operations at the Company's distribution centers in Olive Branch, Mississippi and Cincinnati, Ohio in the first half of fiscal 2022, and expects the costs incurred to be immaterial to its consolidated statements of operations. Generally, the Company’s store leases have expected lease terms of ten years, which are comprised of an initial term of ten years or an initial term of five years and one assumed five-year extension, resulting in a ten-year life. The expected lease term is used to determine whether a lease is finance or operating and to calculate straight-line rent expense. Substantially all of the Company's leases include options that allow the Company to renew or extend the lease term beyond the initial lease period, subject to terms and conditions agreed upon at the inception of the lease. Such terms and conditions include rental rates agreed upon at the inception of the lease that could represent below or above market rental rates later in the life of the lease, depending upon market conditions at the time of such renewal or extension. In addition, the Company's leases may include early termination options. (l) Other Accrued Expenses Other accrued expenses include accrued capital expenditures of $ 41.7 million and $ 29.2 million in fiscal 2021 and fiscal 2020, respectively. (m) Deferred Compensation The Company approved and adopted the Five Below, Inc. Nonqualified Deferred Compensation Plan (the "Deferred Comp Plan") and a related, irrevocable grantor trust (the "Trust") during fiscal 2021. The Deferred Comp Plan 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. 60 (n) 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 fiscal 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 (expense) income and other (expense) income, net in the consolidated statements of operations. (o) Share-Based Compensation The Company measures the cost of employee services received in exchange for share-based compensation based on the grant date fair value of the employee stock award. The Company recognizes compensation expense generally on a straight-line basis over the employee's requisite service period (generally the vesting period of the equity grant) based on the estimated grant date fair value of restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") except for PSUs that have a market condition based on its total shareholder return relative to a pre-defined peer group, which 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 that have a market condition are determined using a Monte Carlo valuation model. The Company uses the Black-Scholes option-pricing model for grants of stock options. The fair value of restricted stock awards are based on the closing price of the Company's common stock on the grant date and the fair value of stock options are based on the Black-Scholes option-pricing model utilizing the closing price of the Company's common stock on the grant date as the fair value of common stock in the model. Future share-based compensation cost will increase when the Company grants additional equity awards. Modifications, cancellations or repurchases of awards after the grant date may require the Company to accelerate any remaining unearned share-based compensation cost or incur incremental compensation costs. Share-based compensation cost recognized and included in expenses for fiscal 2021, fiscal 2020 and fiscal 2019, was $ 25.8 million, $ 9.6 million and $ 12.4 million, respectively. (p) Revenue Recognition 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. (q) Shipping and Handling Revenues and Costs The Company includes all shipping and handling revenue from e-commerce sales in net sales. Shipping and handling costs, which are included in cost of goods sold in the accompanying consolidated statements of operations, include fulfillment and shipping costs related to the Company's e-commerce operations. (r) Cost of Goods Sold Cost of goods sold reflects the direct costs of purchased merchandise and inbound freight and tariffs, as well as store occupancy, distribution and buying expenses. 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 to or from the Company's distribution centers and between store locations. Buying costs include compensation expense for the Company's internal buying organization. 61 (s) Selling, General and Administrative Expenses Selling, general and administrative expenses include payroll and other compensation, marketing and advertising expense, depreciation and amortization expense, and other selling and administrative expenses. (t) Vendor Allowances The Company receives various incentives in the form of allowances, free product and promotional funds from its vendors based on product purchases and advertising activities. The amounts received are subject to changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise for the Company. Merchandise allowances are recognized in the period the related merchandise is sold within cost of goods sold. Marketing allowances are recorded in selling, general and administrative expenses and are recognized in the period the related advertising occurs to the extent the allowance is a reimbursement that is specific and incremental, and identifiable costs have been incurred by the Company to sell the vendor’s products. To the extent these conditions are not met, these allowances are recorded as merchandise allowances. (u) Store Pre-Opening Costs Costs incurred between completion of a new store location’s construction and its opening (pre-opening costs) are charged to expense as incurred. Pre-opening costs were $ 10.9 million, $ 9.0 million and $ 9.3 million in fiscal 2021, fiscal 2020, and fiscal 2019, respectively, and are recorded in the accompanying consolidated statements of operations based on the nature of the expense. (v) Advertising Costs Advertising costs are charged to expense the first time the advertising takes place. Advertising expenses were $ 31.3 million, $ 31.6 million and $ 48.1 million in fiscal 2021, fiscal 2020 and fiscal 2019, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. (w) Income Taxes Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records a valuation allowance to reduce its deferred tax assets when uncertainty regarding their realizability exists. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. (x) Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. (y) Use of Estimates The preparation of 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. 62 (z) Recently Issued Accounting Standards 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 the impact the adoption of ASU 2020-04 will have on its consolidated financial statements. (2) Revenue from Contracts with Customers Disaggregation of Revenue The following table provides information about disaggregated revenue by groups of products: leisure, fashion and home, and party and snack (in thousands): Fiscal Year Fiscal Year Fiscal Year 2021 2020 2019 Amount Percentage of Net Sales Amount Percentage of Net Sales Amount Percentage of Net Sales Leisure $ 1,363,432 47.8 % $ 928,342 47.3 % $ 919,627 49.8 % Fashion and home 859,586 30.2 % 701,461 35.8 % 577,458 31.3 % Party and snack 625,336 22.0 % 332,334 16.9 % 349,645 18.9 % Total $ 2,848,354 100.0 % $ 1,962,137 100.0 % $ 1,846,730 100.0 % (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. Operating lease assets and operating lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the rate implicit in the lease is not readily determinable for the Company's leases, the Company utilizes its incremental borrowing rate to determine the present value of future lease payments. The incremental borrowing rate represents a significant judgment and is determined based on an analysis of the Company's synthetic credit rating, prevailing financial market conditions, corporate bond yields, treasury bond yields, and the effect of collateralization. The operating lease assets also include lease payments made before commencement and exclude lease incentives. The Company’s real estate leases typically contain options that permit renewals for additional periods of up to five years . For real estate leases, except for renewals that generally take the lease to a ten-year term, the options to renew are not considered reasonably certain at lease commencement because the Company reevaluates each lease on a regular basis to consider the economic and strategic benefits of exercising the renewal options, and regularly opens, relocates or closes stores to align with its operating strategy. Therefore, generally, except for renewals that take the lease to a ten-year term, the renewal option periods are not included within the lease term and the associated payments are not included in the measurement of the operating lease asset and operating lease liability as the exercise of such options is not reasonably certain. The Company’s operating lease agreements, including assumed renewals, which are generally those that take the lease to a ten-year term, expire through fiscal 2037. Similarly, renewal options are not included in the lease term for non-real estate leases because they are not considered reasonably certain of being exercised at lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheets and lease expense is recognized on a straight-line basis over the term of the short-term lease. For certain real estate leases, the Company accounts for lease components and nonlease components as a single lease component. Certain real estate leases require additional payments for reimbursement of real estate taxes, common area maintenance and insurance as well as payments based on sales volume, all of which are expensed as incurred as variable lease costs. Other real estate leases contain one fixed lease payment that includes real estate taxes, common area maintenance and insurance. These fixed payments are considered part of the lease payment and included in the operating lease assets and operating lease liabilities. In response to the COVID-19 pandemic, certain of the Company's landlords agreed to temporary rent concessions. These rent concessions generally related to deferrals and abatements of certain rent payments due between April 2020 through October 2020 into future periods. 63 In accordance with the Financial Accounting Standards Board's staff guidance regarding rent concessions related to the effects of the COVID-19 pandemic, the Company has elected to account for the concessions agreed to by landlords that do not result in a substantial increase in the obligations of the lessee as if the enforceable rights and obligations for those concessions existed in the original lease agreements and the Company has elected to not remeasure the related lease liabilities and right-of-use assets. For qualifying rent abatement concessions, the Company has recorded negative variable lease expense for the amount of the concession during the period of relief, and for qualifying deferrals of rental payments, the Company has recognized a non-interest bearing payable in lieu of recognizing a decrease in cash for the lease payment that would have been made based on the original terms of the lease agreement, which will be reduced when the deferred payment is made in the future. 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 January 29, 2022 and January 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 5.4 % and 6.2 %, respectively. The following table is a summary of the Company's components for net lease costs as of January 29, 2022 and January 30, 2021 (in thousands): Fifty-Two Weeks Ended Lease Cost January 29, 2022 January 30, 2021 Operating lease cost $ 201,566 $ 171,390 Variable lease cost 57,756 46,638 Net lease cost* $ 259,322 $ 218,028 * Excludes short-term lease cost, which is immaterial The following table summarizes the maturity of lease liabilities under operating leases as of January 29, 2022 (in thousands): Maturity of Lease Liabilities Operating Leases 2022 $ 227,027 2023 222,285 2024 212,014 2025 197,132 2026 181,396 After 2026 526,288 Total lease payments 1,566,142 Less: imputed interest 267,149 Present value of lease liabilities $ 1,298,993 The following table summarizes the supplemental cash flow disclosures related to leases as of January 29, 2022 and January 30, 2021 (in thousands): Fifty-Two Weeks Ended January 29, 2022 January 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Cash payments arising from operating lease liabilities (1) $ 197,294 $ 134,130 Supplemental non-cash information: Operating lease liabilities arising from obtaining right-of-use assets $ 307,058 $ 233,174 (1) Included within operating activities in the Company's Consolidated Statements of Cash Flows. As of January 29, 2022, the Company has entered into commitments for new stores for which the leases have not yet commenced that have future minimum lease payments of approximately $ 217.4 million . During the fifty-two weeks ended January 29, 2022, the Company committed to 156 new store leases with average terms of approximately ten years that have future minimum lease payments of approximately $ 355.5 million . 64 From January 30, 2022 to March 30, 2022, the Company committed to 28 new leases with terms of ten years that have future minimum lease payments of approximately $ 62.1 million. (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): Fiscal Year 2021 2020 2019 Numerator: Net income $ 278,810 $ 123,361 $ 175,056 Denominator: Weighted average common shares outstanding - basic 55,999,713 55,816,508 55,823,535 Dilutive impact of options, restricted stock units, and employee stock purchase plan 304,141 243,531 342,632 Weighted average common shares outstanding - diluted 56,303,854 56,060,039 56,166,167 Per common share: Basic income per common share $ 4.98 $ 2.21 $ 3.14 Diluted income per common share $ 4.95 $ 2.20 $ 3.12 The effects of the assumed vesting of restricted stock units outstanding as of January 29, 2022, January 30, 2021 and February 1, 2020 for 9,781 , 20,425 and 576 shares of common stock, respectively, were excluded from the fiscal 2021, fiscal 2020 and fiscal 2019 calculation of diluted income per common 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, the Company entered into a First Amendment to Credit Agreement (the “First Amendment”) which amended the Fifth Amended and Restated Credit Agreement (as amended by the Fifth Amendment, the "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 million (the "Revolving Credit Facility"). Advances under the Revolving Credit Facility are tied to a borrow 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 Revolving Credit Facility expires on the earliest to occur of (i) April 24, 2023 or (ii) an event of default. 65 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 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 limits, 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 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 January 29, 2022 and January 30, 2021, the Company was in compliance with the covenants applicable to it under the First Amendment and the Revolving Credit Facility. During fiscal 2021 and fiscal 2019, the Company had no borrowings or interest expense under the Revolving Credit Facility. During fiscal 2020, the Company borrowed and repaid approximately $ 50 million from its Revolving Credit Facility. As of January 29, 2022, the Company had approximately $ 153 million available on the Revolving Credit Facility. As of January 30, 2021 the Company had approximately $ 191 million available on the Revolving Credit Facility. (6) Commitments and Contingencies Commitments Other Contractual Commitments The Company has an executive severance plan that is applicable to certain key employees that provide for, among other things, salary, bonus, severance, and change-in-control provisions. As of January 29, 2022, the Company has other purchase commitments of approximately $ 9.9 million consisting of purchase agreements for materials that will be used in the construction of new stores. In July 2020, the Company acquired land in Buckeye, Arizona, to build an approximately 860,000 square foot distribution. The total amount paid for the land and building was approximately $ 65 million. We began operating the distribution center in August 2021. 66 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 cost of the land and building is expected to be approximately $ 61 million, of which approximately $ 43 million has been paid through January 29, 2022. The Company expects to occupy the distribution center in the first half of 2022. Contingencies Legal Matters From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, the outcome of such actions will not have a material adverse effect on the Company’s financial condition or results of operations. (7) Shareholders’ Equity As of January 29, 2022, the Company is authorized to issue 120 million shares of $ 0.01 par value common stock and 5 million shares of $ 0.01 par value preferred stock. The holders of the common stock are entitled to one vote per share of common stock and are entitled to receive dividends if declared by the Board of Directors. The preferred stock may be issued from time to time in series as designated by the Board of Directors. The designations, powers, preferences, voting rights, privileges, options, conversion rights, and other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof shall be designated by the Board of Directors. Common Stock The Five Below, Inc. 2012 Employee Stock Purchase Plan (the “ESPP”) is intended to be qualified as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986. The number of shares of common stock reserved for issuance, which is subject to other limitations, is 500,000 shares. The ESPP allows eligible employees the opportunity to purchase, subject to limitations, shares of the Company’s common stock through payroll deductions at a discount of 10 % of the fair market value of such shares on the purchase date. In fiscal 2021, the Company issued 3,817 shares of common stock under the ESPP resulting in proceeds of $ 0.8 million and recorded share-based compensation expense of $ 74 thousand in connection with the ESPP related to the amount of the discount. In fiscal 2020, the Company issued 3,561 shares of common stock under the ESPP resulting in proceeds of $ 0.5 million and recorded share-based compensation expense of $ 50 thousand in connection with the ESPP related to the amount of the discount. In fiscal 2019, the Company issued 3,456 shares of common stock under the ESPP resulting in proceeds of $ 0.4 million and recorded share-based compensation expense of $ 48 thousand in connection with the ESPP related to the amount of the discount. (8) Share-Based Compensation Equity Incentive Plan Pursuant to the Company's 2002 Equity Incentive Plan (the “Plan”), 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, as amended, allows for the issuance of up to a total of 7.6 million shares under the Plan. As of January 29, 2022, approximately 2.6 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. 67 Stock option activity under the Plan was as follows: Options outstanding Weighted average exercise price Weighted average remaining contractual term Balance as of February 2, 2019 374,257 $ 30.23 5.1 Granted — — Forfeited ( 1,150 ) 39.47 Exercised ( 141,582 ) 29.02 Balance as of February 1, 2020 231,525 30.92 4.1 Granted — — Forfeited ( 1,650 ) 31.49 Exercised ( 176,846 ) 30.23 Balance as of January 30, 2021 53,029 33.22 3.2 Granted — — Forfeited ( 432 ) 4.28 Exercised ( 12,834 ) 30.29 Balance as of January 29, 2022 39,763 34.48 2.3 Exercisable as of January 29, 2022 39,763 $ 34.48 2.3 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. The Company did not grant any stock options in fiscal 2021, fiscal 2020 and fiscal 2019. The Company uses the simplified method to estimate the expected term of the option. The expected volatility incorporates historical and implied volatility of similar entities whose share prices are publicly available. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The total intrinsic value of stock options exercised during fiscal 2021, fiscal 2020 and fiscal 2019 was $ 2.1 million, $ 17.6 million and $ 14.0 million, respectively. The aggre gate intrinsic value of stock options outstanding and exercisable was $ 4.9 million as of January 29, 2022. In fiscal 2021, fiscal 2020 and fiscal 2019, the Company received cash from the exercise of options of $ 0.4 million , $ 5.3 million and $ 4.1 million, respectively. Upon option exercise, the Company issued new shares of common stock. 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 granted to date have vesting periods ranging from less than one year to five years from the date of grant and the fair value of RSUs is the market price of the underlying common stock on the date of grant. PSUs granted to date have vesting periods ranging from less than one year to five years from 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. 68 RSU and PSU activity under the Plan was as follows: Restricted Stock Units Performance-Based Restricted Stock Units Number Weighted-Average Grant Date Fair Value Number Weighted-Average Grant Date Fair Value Non-vested balance as of February 2, 2019 292,888 $ 53.52 416,200 $ 47.38 Granted 89,337 119.28 85,939 116.92 Vested ( 109,924 ) 44.70 ( 117,137 ) 39.21 Forfeited ( 21,949 ) 70.48 ( 27,836 ) 45.23 Non-vested balance as of February 1, 2020 250,352 79.37 357,166 66.96 Granted 179,947 107.82 370,613 134.73 Vested ( 102,382 ) 66.33 ( 127,622 ) 39.89 Forfeited ( 23,519 ) 87.54 ( 340,381 ) 89.54 Non-vested balance as of January 30, 2021 304,398 99.94 259,776 151.73 Granted 77,966 185.62 89,460 196.36 Vested ( 115,763 ) 95.79 — — Forfeited ( 12,306 ) 124.14 — — Non-vested balance as of January 29, 2022 254,295 $ 126.93 349,236 $ 163.16 In connection with the vesting of RSUs and PSUs during fiscal 2021, the Company withh eld 38,342 shares with an aggregate value of $ 7.3 million in satisfaction of minimum tax withholding obligations due upon vesting. In connection with the vesting of RSUs and PSUs during fiscal 2020, the Company withheld 51,734 shares with an aggregate value of $ 3.9 million in satisfaction of minimum tax withholding obligations due upon vesting. In connection with the vesting of RSUs during fiscal 2019, the Company withheld 83,121 shares with an aggregate value of $ 10.4 million in satisfaction of minimum tax withholding obligations due upon vesting. As of January 29, 2022, there was $ 36.5 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 2.1 years. Share Repurchase Program 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. On March 9, 2021, our Board of Directors approved a new share repurchase program for up to $100 million of its common shares through March 31, 2024. In fiscal 2018, the Company repurchased 21,810 shares under this program at an aggregate cost of approximately $ 2.0 million, or an average price of $ 91.07 per share. In fiscal 2019, the Company repurchased 337,552 shares under this program at an aggregate cost of approximately $ 36.9 million, or an average price of $ 109.27 per share. In fiscal 2020, the Company repurchased 137,023 shares under this program at an aggregate cost of approximately $ 12.7 million, or an average price of $ 92.42 per share. In fiscal 2021, the Company repurchased 368,699 shares under this program at an aggregate cost of approximately $ 60.0 million , or an average price of $ 162.75 per share. Since March 2018, the Company has purchased approximately 865,000 shares for an aggregate cost of approximately $ 112 million. There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The share repurchase program may be modified or discontinued at any time. (9) Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. As of January 29, 2022, there were no material valuation allowances that have been provided for net deferred tax assets as management believes that it is more likely than not that the Company will realize all material deferred tax assets before any expirations as of January 29, 2022. 69 The components of the income tax expense are as follows (in thousands): Fiscal Year 2021 2020 2019 Current: Federal $ 68,224 $ 2,276 $ 25,069 State 12,424 7,235 6,602 80,648 9,511 31,671 Deferred: Federal 6,088 21,954 13,487 State 1,157 ( 1,759 ) 1,355 7,245 20,195 14,842 Income tax expense $ 87,893 $ 29,706 $ 46,513 The reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Fiscal Year 2021 2020 2019 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 2.9 2.8 2.8 Other (1) 0.1 ( 4.4 ) ( 2.8 ) 24.0 % 19.4 % 21.0 % (1) Other line includes excess tax benefits relating to share-based payment accounting. The effective tax rate for fiscal 2021 compared to fiscal 2020 was primarily driven by discrete items, which includes the impact of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" with respect to the requirements to recognize excess income tax benefits or deficiencies as income tax benefit or expense in the consolidated statements of operations rather than as additional paid-in capital in the consolidated balance sheets and the impact of the CARES Act in fiscal 2020. The effective tax rate for fiscal 2020 compared to fiscal 2019 was primarily driven by discrete items, which includes the impact of the CARES Act, partially offset by a reduction of the benefit of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." 70 The tax effects of temporary differences that give rise to deferred tax assets and liabilities are (in thousands): January 29, 2022 January 30, 2021 Deferred tax assets: Net operating loss carryforwards $ — $ 1,139 Inventories 18,561 10,626 Deferred revenue 1,821 851 Accrued bonus 8,224 1,128 Deferred rent — — Operating lease liabilities 335,960 287,351 Other 7,947 4,662 Deferred tax assets 372,513 305,757 Valuation allowance ( 1,383 ) — Deferred tax assets, net of valuation allowance 371,130 305,757 Deferred tax liabilities: Property and equipment ( 107,953 ) ( 81,129 ) Operating lease assets ( 297,786 ) ( 252,541 ) Other ( 1,547 ) ( 998 ) Deferred tax liabilities ( 407,286 ) ( 334,668 ) $ ( 36,156 ) $ ( 28,911 ) The Company had no material accrual for uncertain tax positions or interest or penalties related to income taxes on the Company’s balance sheets as of January 29, 2022 and January 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 fiscal 2021, fiscal 2020, or fiscal 2019. 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. (10) Employee Benefit Plan The Company has a 401(k) Retirement Savings Plan and employees can contribute up to the maximum amount allowed under law. The Company may make discretionary matching and profit sharing contributions, which vest over a period of five years from each employee’s commencement of employment with the Company. During fiscal 2021, fiscal 2020 and fiscal 2019, the Company made matching contributions of $ 4.2 million, $ 2.8 million and $ 2.9 million, respectively. (11) Segment Reporting The Company evaluates performance internally and manages the business on the basis of one operating segment; therefore, it has only one reportable segment. All of the Company’s identifiable assets are located in the United States. 71 Set forth below is data for the following groups of products: leisure, fashion and home, and party and snack. The percentage of net sales represented by each product group for each of the last three fiscal years was as follows: Percentage of Net Sales Fiscal Year 2021 2020 2019 Leisure 47.8 % 47.3 % 49.8 % Fashion and home 30.2 % 35.8 % 31.3 % Party and snack 22.0 % 16.9 % 18.9 % Total 100.0 % 100.0 % 100.0 % Leisure includes items such as sporting goods, games, toys, tech, books, electronic accessories, and arts and crafts. Fashion and home includes items such as personal accessories, “attitude” t-shirts, beauty offerings, home goods and storage options. Party and snack includes items such as party and seasonal goods, greeting cards, candy and other snacks, and beverages. (12) Quarterly Results of Operations and Seasonality (Unaudited) Quarterly financial results for fiscal 2021 and fiscal 2020 were as follows (in thousands except for per share data): Fiscal Year 2021 (1) Fiscal Year 2020 (1) Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter Net sales $ 996,332 $ 607,645 $ 646,554 $ 597,823 $ 858,514 $ 476,614 $ 426,110 $ 200,899 Gross profit $ 396,894 $ 202,362 $ 230,319 $ 200,869 $ 340,930 $ 151,100 $ 139,839 $ 20,461 Net income (loss) $ 140,196 $ 24,177 $ 64,841 $ 49,596 $ 123,937 $ 20,425 $ 29,581 $ ( 50,582 ) Basic income (loss) per common share $ 2.50 $ 0.43 $ 1.16 $ 0.89 $ 2.22 $ 0.37 $ 0.53 $ ( 0.91 ) Diluted income (loss) per common share $ 2.49 $ 0.43 $ 1.15 $ 0.88 $ 2.20 $ 0.36 $ 0.53 $ ( 0.91 ) (1) The sum of the quarterly per share amounts may not equal per share amounts reported for the fiscal year due to rounding. The Company's business is seasonal in nature and demand is generally the highest in the fourth fiscal quarter due to the fourth quarter holiday season and, therefore, operating results for any fiscal quarter are not necessarily indicative of results for the full fiscal year. To prepare for the holiday season, the Company must order and keep in stock more merchandise than it carries during other parts of the year. The Company expects inventory levels, along with an increase in accounts payable and accrued expenses, generally to reach their highest levels in the third and fourth fiscal quarters in anticipation of the increased net sales during the year-end holiday season. As a result of this seasonality, and generally because of variation in consumer spending habits, the Company experiences fluctuations in net sales and working capital requirements during the fiscal year. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. 72