FIVE BELOW, INC 10-K

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the Nasdaq Global Select Market under the symbol “FIVE.” On January 27, 2023 (the last trading day of fiscal 2022), the last reported sale price on the Nasdaq Global Select Market of our common stock was $195.23 per share. As of March 8, 2023, we had approximately 239,069 holders of record of our common stock. Performance Graph This performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing. The following graph compares the cumulative total shareholder return on our common stock from July 19, 2012 (the date our common stock commenced trading on the Nasdaq Global Select Market) through January 28, 2023, with the return on (i) the Nasdaq Global Market Composite Index and (ii) the Nasdaq US Benchmark Retail Index over the same period. This graph assumes an initial investment of $100 and assumes the reinvestment of dividends, if any. Such returns are based on historical results and are not intended to suggest future performance. 2/1/2013 1/31/2014 1/30/2015 1/29/2016 1/27/2017 2/2/2018 2/1/2019 1/31/2020 1/29/2021 1/28/2022 1/27/2023 FIVE BELOW, INC. $ 140.00 $ 138.30 $ 125.70 $ 132.90 $ 141.90 $ 237.50 $ 470.70 $ 427.20 $ 663.13 $ 599.40 $ 736.72 NASDAQ GLOBAL MARKET COMPOSITE INDEX $ 107.20 $ 138.40 $ 156.30 $ 155.60 $ 190.90 $ 244.10 $ 244.90 $ 308.50 $ 440.70 $ 464.30 $ 391.84 NASDAQ US BENCHMARK RETAIL INDEX $ 111.00 $ 132.70 $ 161.50 $ 168.00 $ 182.50 $ 242.80 $ 251.70 $ 295.90 $ 457.96 $ 479.00 $ 302.24 34 Dividends During the past five fiscal years, we have not declared, and currently do not plan to declare in the foreseeable future, dividends on shares of our common stock. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our Board of Directors considers relevant. In addition, the terms of our revolving credit facility contain restrictions on our ability to pay dividends. Issuer Purchases of Equity Securities The table below sets forth information regarding repurchases of our common stock during the fourth fiscal quarter of 2022: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased As Part of a Publicly Announced Program (1) Maximum Dollar Value of Shares that May Yet be Purchased Under the Program Third Quarter 2022 — $ — — $ 100,000,000 October 30, 2022 - November 26, 2022 — $ — — $ 100,000,000 November 27, 2022 - December 31, 2022 — $ — — $ 100,000,000 January 1, 2023 - January 28, 2023 — $ — — $ 100,000,000 Fourth Quarter 2022 — $ — — $ 100,000,000 (1) On March 21, 2018, we announced that 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. 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 shares through March 31, 2024. 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 our comm stock through June 30, 2025. This repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time. Shares may be repurchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market conditions and other factors. ITEM 6. SELECTED FINANCIAL DATA The following table presents selected financial and other data as of and for the periods indicated. The selected financial data for fiscal 2022, 2021 and 2020 and selected consolidated balance sheet data as of January 28, 2023 and January 29, 2022 have been derived from our consolidated financial statements audited by KPMG LLP, our independent registered public accounting firm, included elsewhere in this Annual Report. The selected financial data for fiscal 2019 and fiscal 2018, and the selected balance sheet data as of January 30, 2021, February 1, 2020, and February 2, 2019, have been derived from our audited consolidated financial statements that have not been included in this Annual Report. The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read this selected financial data in conjunction with the consolidated financial statements and accompanying notes and the information under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report. We operate on a fiscal calendar that results in a given fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to January 31 st of the following year. The reporting periods contained in the following table consist of 52 weeks of operations in each of fiscal 2022, 2021, 2020, 2019, and 2018 respectively. 35 Fiscal Year 2022 2021 2020 2019 2018 (in millions, except share and per share data) Consolidated Statements of Operations Data (1) : Net sales $ 3,076.3 $ 2,848.4 $ 1,962.1 $ 1,846.7 $ 1,559.6 Cost of goods sold 1,980.8 1,817.9 1,309.8 1,172.8 994.5 Gross profit 1,095.5 1,030.4 652.3 674.0 565.1 Selling, general and administrative expenses 750.4 650.6 497.5 456.7 377.9 Operating income 345.0 379.9 154.8 217.3 187.2 Interest income (expense) and other income (expense), net 2.5 (13.2) (1.7) 4.3 4.6 Income before income taxes 347.5 366.7 153.1 221.6 191.8 Income tax expense 86.0 87.9 29.7 46.5 42.2 Net income $ 261.5 $ 278.8 $ 123.4 $ 175.1 $ 149.6 Per Share Data: Basic income per common share (2) $ 4.71 $ 4.98 $ 2.21 $ 3.14 $ 2.68 Diluted income per common share (2) $ 4.69 $ 4.95 $ 2.20 $ 3.12 $ 2.66 Weighted average shares outstanding: Basic shares 55,547,267 55,999,713 55,816,508 55,823,535 55,763,034 Diluted shares 55,745,279 56,303,854 56,060,039 56,166,167 56,220,864 Fiscal Year 2022 2021 2020 2019 2018 (in millions, except percentages and total stores data) Consolidated Statements of Cash Flows Data (1) : Net cash provided by (used in): Operating activities $ 314.9 $ 327.9 $ 366.0 $ 187.0 $ 184.1 Investing activities $ (3.9) $ (465.6) $ (286.9) $ (193.6) $ (39.5) Financing activities $ (43.6) $ (66.1) $ (12.8) $ (42.7) $ (5.6) Other Operating and Financial Data (1) : Total stores at end of period 1,340 1,190 1,020 900 750 Comparable sales (decrease) increase (2.0) % 30.3 % (5.5) % 0.6 % 3.9 % Average net sales per store (3) $ 2.4 $ 2.5 $ 2.0 $ 2.2 $ 2.2 Capital expenditures $ 252.0 $ 288.2 $ 200.2 $ 212.3 $ 113.7 Consolidated Balance Sheet Data (1) (4) : Cash and cash equivalents $ 332.3 $ 65.0 $ 268.8 $ 202.5 $ 251.7 Short-term investment securities 66.8 277.1 140.9 59.2 85.4 Total current assets 1,066.4 904.7 755.4 665.7 642.3 Total assets 3,324.9 2,880.5 2,314.8 1,958.7 952.3 Total current liabilities 602.6 586.9 435.7 351.3 253.1 Total liabilities 1,963.0 1,760.2 1,432.9 1,198.9 337.2 Total shareholders’ equity $ 1,361.9 $ 1,120.3 $ 881.9 $ 759.8 $ 615.1 (1) Components may not add to total due to rounding. (2) Please see Note 4 in our consolidated financial statements included elsewhere in this Annual Report for an explanation of per share calculations. (3) Only includes stores open before the beginning of the fiscal year. (4) Fiscal 2019 Consolidated Balance Sheet data includes adoption of ASU 2016-02 "Leases" based on the modified retrospective method. 36