Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 01, 2014 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies |
Description of Business |
Five Below, Inc. (individually and/or collectively with its wholly owned subsidiary as the "Company") is a specialty value retailer offering merchandise targeted at the teen and pre-teen demographic. The Company offers an edited assortment of products, 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 February 1, 2014, operated in Pennsylvania, New Jersey, Delaware, Maryland, Virginia, Massachusetts, New Hampshire, West Virginia, North Carolina, New York, Connecticut, Rhode Island, Ohio, Illinois, Indiana, Michigan, Missouri, Georgia and Texas. As of February 1, 2014 and February 2, 2013, the Company operated 304 stores and 244 stores, respectively, each operating under the name “Five Below.” |
On June 12, 2013, the Company completed an internal business restructuring pursuant to which the Company formed Five Below Merchandising, Inc., a wholly-owned subsidiary (the “Subsidiary”), and transferred to the Subsidiary assets, operations and employees related to the Company's merchandising operations (the “Restructuring”). Following the Restructuring, the Subsidiary purchases and sells to the Company certain goods for sale at the Company's retail locations, and the Company provides to the Subsidiary back office support, office space and other services, in each case, pursuant to agreements between the Company and the Subsidiary. In connection with the Restructuring, on June 12, 2013, the Company amended and restated the Loan and Security Agreement (note 3) and certain other ancillary documents to the Company's Revolving Credit Facility (note 3) in order to, among other things, allow the Company to form and capitalize the Subsidiary and make the Subsidiary a party to the Loan and Security Agreement as a guarantor of the Company's obligations thereunder. The Subsidiary also acceded to the credit agreement and certain ancillary documents to the Company's Term Loan Facility as a guarantor of the Company's obligations thereunder. The Company's consolidated financial statements include the accounts of Five Below, Inc. and the Subsidiary. All intercompany transactions and accounts are eliminated in the consolidation of the Company's and Subsidiary's financial statements. |
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(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 2013” or “fiscal 2013” refer to the period from February 3, 2013 to February 1, 2014 and consists of a 52-week fiscal year. References to “fiscal year 2012” or “fiscal 2012” refer to the period from January 29, 2012 to February 2, 2013 and consists of a 53-week fiscal year. References to “fiscal year 2011” or “fiscal 2011” refer to the period from January 30, 2011 to January 28, 2012 and consists of a 52-week fiscal year. |
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(c) | 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. 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. All credit card and debit card transactions are classified as cash and cash equivalents in the accompanying consolidated balance sheets. Amounts due from banks for these transactions classified as cash equivalents totaled $2.3 million and $1.6 million at February 1, 2014 and February 2, 2013, 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. At February 1, 2014 and February 2, 2013, the Company has cash and cash equivalents of $50.2 million and $56.1 million. The Company’s cash accounts are primarily maintained with one financial institution. |
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(d) | 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 is based upon the lowest level of input that is significant to the measurement. |
The Company’s financial instruments consist primarily of cash equivalents, accounts payable, and borrowings under a line of credit and Term Loan Facility (as defined in note 3). 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 under the line of credit and Term Loan Facility approximates their fair value because the line of credit’s and Term Loan Facility's interest rates vary with market interest rates. The Company considers the inputs utilized to determine the fair value of the borrowings under the Term Loan Facility to be Level 2 inputs. At February 1, 2014 and February 2, 2013, the Company had cash equivalents of $2.3 million and $1.6 million, respectively. The Company’s cash equivalents consist of credit card receivables and fair value was determined based on Level 1 inputs. |
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(e) | Inventories | | | | | | |
Inventories consist of finished goods purchased for resale, including freight, and are stated at the lower of cost or market value, at the individual product level. Cost is determined on a weighted average cost method which approximates a FIFO (first-in, first-out) basis due to the nature of the Company's inventory. 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. |
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(f) | 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 10 years. 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 $13.5 million, $9.6 million and $7.1 million in fiscal 2013, fiscal 2012 and fiscal 2011, respectively. |
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Property and equipment, net, consists of the following (in thousands): |
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| 1-Feb-14 | | 2-Feb-13 |
Furniture and fixtures | $ | 44,112 | | | $ | 31,680 | |
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Leasehold improvements | 51,736 | | | 41,671 | |
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Computers and equipment | 15,903 | | | 10,541 | |
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Construction in process | 2,627 | | | 6,678 | |
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Property and equipment, gross | 114,378 | | | 90,570 | |
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Less: Accumulated depreciation and amortization | (43,997 | ) | | (31,530 | ) |
Property and equipment, net | $ | 70,381 | | | $ | 59,040 | |
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(g) | 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. 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 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. Based on its Company's most recent analysis, management believes that no impairment of long-lived assets exists as of February 1, 2014. |
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(h) | Deferred Financing Costs | | | | | | |
Deferred financing costs (note 3) are amortized to interest expense over the term of the related credit agreement. Amortization expense in fiscal 2013, fiscal 2012 and fiscal 2011 was $0.3 million, $0.5 million and $28.0 thousand, respectively. In connection with the repayments of the $100.0 million term loan facility in the amounts of $15.0 million and $65.5 million in fiscal 2013 and fiscal 2012, respectively, we wrote-off approximately $0.3 million and $1.6 million of deferred financing costs in fiscal 2013 and fiscal 2012, respectively, which is included in loss on debt extinguishment in the accompanying consolidated statements of operations. |
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(i) | Other Accrued Expenses | | | | | | |
Other accrued expenses consist of the following (in thousands): |
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| 1-Feb-14 | | 2-Feb-13 |
Deposit liability related to restricted shares (note 6) | $ | 62 | | | $ | 308 | |
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Gift card liability | 3,273 | | | 2,418 | |
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Other | 14,215 | | | 11,819 | |
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| $ | 17,550 | | | $ | 14,545 | |
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(j) | Leases | | | | | | |
The Company leases store locations, distribution centers, and equipment used in its operations. The Company accounts for its leases under the provisions of Accounting Standards Codification ("ASC") Topic 840, Leases (“ASC 840”), which require that leases be evaluated and classified as operating or capital leases for financial reporting purposes. Any assets held under a capital lease are included in property and equipment, net. As of February 1, 2014 and February 2, 2013, the Company had no material capital leases. |
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. The corporate headquarters are leased under a lease agreement expiring in 2022, with options to renew for two successive five-year periods. The distribution center located in New Castle, Delaware is leased under a lease agreement expiring in 2016 with options to renew for two successive five-year periods and 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. 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 capital 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. |
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(k) | Deferred Rent and Other | | | | | | |
Certain of the Company’s operating leases contain either rent holidays and/or predetermined fixed escalations of minimum rentals during the original and/or extended lease terms. For these leases, the Company recognizes the related rent expense on a straight-line basis over the life of the lease and records the difference between the amounts charged to operations and amounts paid as deferred rent. The life of the lease is the initial term plus assumed extensions. The Company also receives certain lease incentives in conjunction with entering into operating leases. These lease incentives are recorded as deferred rent at the beginning of the lease term and recognized as a reduction of rent expense over the lease term. In addition, certain of the Company’s leases contain future contingent increases in rents. Such increases in rent expense are recorded in the period in which such contingent increases to the rents take place. |
The following table summarizes the Company's deferred rent and other long-term liabilities balances (in thousands): |
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| 1-Feb-14 | | 2-Feb-13 |
Current: | | | |
Deferred rent (1) | $ | 2,965 | | | $ | 878 | |
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Total current liabilities | $ | 2,965 | | | $ | 878 | |
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Long-term: | | | |
Deferred rent | $ | 35,198 | | | $ | 28,901 | |
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Other | 241 | | | 181 | |
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Total long-term liabilities | $ | 35,439 | | | $ | 29,082 | |
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-1 | The current portion of deferred rent is included in the other accrued expenses line item in the accompanying | | | | | | |
consolidated balance sheets. |
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(l) | Stock-based Compensation | | | | | | |
The Company measures the cost of employee services received in exchange for stock-based compensation based on the grant date fair value of the employee stock award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must also be recognized. The Company recognizes compensation expense based on the estimated grant date fair value of restricted stock awards, and using the Black-Scholes option-pricing model for grants of stock options which are both recorded over the vesting period. Stock-based compensation cost recognized and included in expenses, excluding modifications, for fiscal 2013, fiscal 2012 and fiscal 2011, was $9.9 million, $6.9 million and $1.2 million, respectively. In addition, during fiscal 2013 and fiscal 2012, the Company recognized $0.2 million, and $5.4 million of additional compensation expense related to certain modifications of outstanding options (note 6). |
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(m) | Revenue Recognition | | | | | | |
Revenue is recognized at the point of sale. Returns are accepted under certain conditions within 14 days of purchase. Returns subsequent to the period end are immaterial; accordingly, no reserve has been recorded. Gift card sales to customers are initially recorded as liabilities and recognized as sales upon redemption for merchandise. Sales tax collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, excluded from sales in the accompanying consolidated statements of operations. |
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(n) | Cost of Goods Sold | | | | | | |
Cost of goods sold reflects the direct costs of purchased merchandise and inbound freight, 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. |
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(o) | 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. |
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(p) | 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 recorded in cost of goods and recognized in the period the related merchandise is 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. |
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(q) | 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 $4.3 million, $3.5 million and $3.4 million in fiscal 2013, fiscal 2012, and fiscal 2011, respectively, and are recorded in the accompanying consolidated statements of operations based on the nature of the expense. |
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(r) | Advertising Costs | | | | | | |
Advertising costs are charged to expense the first time the advertising takes place. Advertising expenses were $15.6 million, $12.0 million and $9.7 million in fiscal 2013, fiscal 2012 and fiscal 2011, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. |
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(s) | 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. |
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(t) | 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. |
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(u) | 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, valuation allowances for inventories, income taxes and stock-based compensation expense. |