Good day, and welcome to the Five Below Second Quarter 2023 Earnings Conference Call. All participants will be in a listen-only mode. After today’s presentation, there will be an opportunity to ask questions. Please note, this event is being recorded. I would now like to turn the conference over to Christiane Pelz, VP of Investor Relations and Treasury. Please go ahead.

Thank you. Good afternoon, everyone, and thanks for joining us today for Five Below's second quarter 2023 financial results conference call. On today's call are Joel Anderson, President and Chief Executive Officer; Ken Bull, Chief Operating Officer; and Kristy Chipman, Chief Financial Officer and Treasurer. After management has made their formal remarks, we will open the call to questions. Please limit yourself to one question to enable us to accommodate everyone in the queue. I need to remind you that certain comments made during this call may constitute forward-looking statements and are made pursuant to and within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 as amended. Such forward-looking statements are subject to both known and unknown risks and uncertainties that could cause actual results to differ materially from such statements. Those risks and uncertainties are described in the press release and our SEC filings. The forward-looking statements made today are as of the date of this call, and we do not undertake any obligation to update our forward-looking statements. If you do not have a copy of today's press release, you may obtain one by visiting the Investor Relations page of our website at fivebelow.com. I will now turn the call over to Joel.

Thank you, Christiane. Before I get started, I want to officially introduce Kristy Chipman to you as our new CFO and Treasurer. We are really excited to have her on board. While she's only been here six weeks, she has hit the ground running and is already well immersed in the business. As you recall, we promoted Ken Bull to COO in March, and he has been a great resource to help with the transition. Moving now to our second quarter results. We are pleased to deliver Q2 in line with our guidance with sales growth over 13% to $759 million and a 2.7% comp sales increase, which continued to be driven by transactions. Our comp transactions increased a strong 4.5%. This once again illustrates the success of our Five Beyond conversion strategy and the appeal of our WOW offering that represents outstanding value, especially when customers are stretching their dollars further. Diluted earnings per share came in toward the high end of our outlook range, increasing approximately 14% to $0.84. Our merchant teams again curated a product assortment that reinforces Five Below's relevancy, and we saw continued popularity of various trends across our world. Notable performers were Squish, Hello Kitty, Anime, Collectibles, and our version of consumables, including candy, snacks, and beverages. Our teams also captured the popular Swifty trend with stylish clothing, jewelry, such as friendship bracelets, and beauty products. Finally, we were thrilled to see licenses begin to grow again as new movie releases like the Super Mario Brothers in April and Barbie in late July drove customers into theaters and our stores. In anticipation of a successful release of the Barbie movie, our buyers were able to source several Barbie-related items, including a mini styling head, beauty sets, and even Barbie dolls, all selling for only $5. This great example of how we can quickly capitalize on a trend by sourcing amazing products at incredible value for our customers. Overall, given the still challenging economic backdrop, we were pleased with our results and progress in executing across the five key strategic pillars that underpin Five Below's long-term Triple-Double vision. Let me give you a quick update on each. The first pillar is store expansion. With nationwide potential of over 3,500 locations, new stores are the key growth driver for us, and our new store economics remain industry-leading with a payback period under a year. In the second quarter, we opened 40 new stores across 24 states. One of these openings in Louisiana made our top 25 all-time grand opening list. We continue to see great opportunities in the marketplace and remain on track to achieve our goal of opening over 200 stores this year. Our real estate teams have a strong pipeline of new stores for 2024. As an example, we will open over 130 stores in the next four months, and our first half 2024 openings will get much closer to our historical 50-50 opening cadence. Moving to our second pillar, store potential. We set an aggressive store conversion goal for fiscal 2023 and are pleased to have already completed close to 400 conversions. This brings our total converted stores to over 600 since we announced the new prototype at Investor Day in March of 2022. We continue to see these converted stores drive higher sales and transactions, ultimately growing our average unit volume through the addition of both Five Beyond as well as new products and services. Our third pillar is product and brand strategy. Finding great product at extraordinary value for our customers is our passion. Five Below's merchants persistently pursue trends, WOW newness, and value, both in the United States and across the globe. We are excited about the new global sourcing office in India and the opportunities it will bring in the future. We are already beginning to realize the benefits of having our own team in Asia to drive speed and improve quality along with strengthening strategic partnerships with key suppliers in the region. In fact, we will be delivering the first product sourced from this new office in time for the upcoming holiday season. On brand strategy, we continue to integrate data and analytics into our digital marketing efforts to better understand the cohorts of customers. As I mentioned last quarter, we kicked off a marketing campaign for the store conversions in May, with the goal of bringing to life the new Five Beyond store format. We believe it was successful in reaching new customers as evidenced by increases in transactions and customer count. Through our efforts and growing presence on social media, the Five Below brand has established itself as a go-to brand for value and fun, and we want to ensure the word is out to everyone. Our fourth pillar is inventory optimization. This is the pillar Ken is now focused on as COO while also ensuring the other four pillars are scaling effectively, enabling the delivery of our Triple-Double vision. Ken will update you in a few minutes. The fifth pillar, crew innovation, focuses on the store crew and the pipeline of talent that is critical to achieving the Triple-Double, by focusing on and investing in our associates through training, wages, and opportunities for advancement, the engagement of our crew continues to improve year-over-year. We will begin holiday recruiting later this quarter, looking to hire over 20,000 seasonal associates at our stores and ship centers for the all-important holiday season. They are key to delivering the WOW shopping experience at Five Below for our customers. In summary, we are pleased with our financial results and operational accomplishments year-to-date. We are also seeing success with the start of the second half, which kicked off with a solid back-to-school season. A notable call-out is backpacks. At Five Below, a staple that we infuse with newness each year. For example, this year, we introduced clear backpacks, expanded our license assortment, and added coordinated patches and key chains for customers to personalize their backpacks. We also significantly increased our donation program with over 360,000 backpacks provided for kids in need. As we look to the rest of the year, we remain mindful of the macro pressures facing our customers. Additionally, as many retailers have discussed, we also expect higher than originally anticipated shrink levels for the year and have adjusted our guidance accordingly, which Kristy will discuss in more detail. Against this backdrop, I'm very pleased with how the teams continue to play offense. Our merchants are ready for holiday and have procured a terrific lineup of fresh, trend-right products at outstanding values we believe our customers will love. I want to thank our other teams at Wow Town, supporting the stores and ship centers, and our overall holiday plans. With that, I will turn it over to Ken, to say a few words before Kristy reviews the financials and our outlook in more detail.

Thanks, Joel. And I also want to extend a warm welcome to Kristy. It's great to have her on board. In just six weeks, she has taken over all of my previous finance duties while building connections within and beyond the finance organization. As part of my new role as COO, I am responsible for the inventory optimization pillar, as well as ensuring the other four pillars are on track, thereby allowing us to collectively achieve our Triple-Double vision. Over the last several years, we have done a great job managing a volatile supply chain while also implementing tools and systems for efficiency. Our current inventory levels reflect an improved supply chain, and we are pleased with the health of our inventory as we enter the back half of the year and expect to be well positioned for the all-important holiday season. We have a great opportunity ahead of us to continue to better leverage inventory as an asset, to drive sales and maximize profits. Using technology and data analytics, we are focused on improving inventory forecasting, ordering, replenishment, and flow, with a goal of increasing in-stocks and turns and improving end-to-end visibility. We have already begun work on both a new merchandise financial planning system and the replenishment forecasting tool. Regarding my oversight of the other pillars, we've established a reporting cadence and developed better cross-functional communication to streamline and focus our initiatives and activities, and I feel very positive about the progress we've made. Finally, I am also leading a team to focus on operational mitigation efforts to counter the elevated shrink trends Joel just mentioned. Now I'll turn it over to Kristy to go through our second quarter results and guidance.

Thanks, Ken, and good afternoon, everyone. I'm excited to be here at Five Below and talk with you today. I'd like to thank the team at Five Below for the warm welcome to the adopted family. I have spent the last six weeks diving into the business, visiting stores, and meeting the crew. I am happy to say that what I saw from the outside has been validated. Five Below is a unique brand with tremendous growth opportunities led by an amazing crew with a culture that is second to none. I am looking forward to partnering with the business to achieve the Triple-Double vision and getting to know each of you as well. Now, on to the financials. I'll begin my remarks with a review of our second quarter results and then provide guidance for the full year and the third quarter. Our sales for the second quarter of 2023 increased 13.5% to $759 million over last year. Comparable sales increased by 2.7%, with comp transactions increasing 4.5%, partially offset by a comp ticket decrease of 1.8%. We are pleased to see a meaningful increase in comp transactions in our converted stores, validating our investment in this strategy. In addition, our non-converted stores also delivered positive comp transactions. The decrease in comp ticket was driven by lower units per transaction, partially offset by a slight increase in the average unit retail price, similar to what we have seen for several quarters now. We opened 40 new stores across 24 states in the second quarter compared to 27 new stores opened in the second quarter last year and continued to be pleased with the productivity of our new locations. We ended the quarter with 1,407 stores, an increase of 155 stores or approximately 12%. Gross profit for the second quarter of 2023 was up 15.8% over last year to $264.6 million. Gross margin increased by approximately 70 basis points to 34.9%, primarily driven by lower inbound freight costs. As a percentage of sales, SG&A for the second quarter of 2023 increased approximately 140 basis points to 27.1% versus last year's second quarter driven primarily by more normalized incentive compensation compared to last year, a planned increase in marketing expense, and higher costs and store-related expenses. As a result, operating income finished at $58.6 million, while operating margin decreased approximately 70 basis points to 7.7%. Net interest income was $4.3 million, as compared to $0.1 million, as we benefited from higher interest rates and a larger average cash balance versus last year. Our effective tax rate for the second quarter of 2023 was 25.6% compared to 26.3% in the second quarter last year. Net income for the second quarter of 2023 was $46.8 million, earnings per diluted share for the second quarter increased 13.5% to $0.84 compared to last year's earnings per diluted share of $0.74. We ended the second quarter with $436 million in cash, cash equivalents, and investments, and no debt, including nothing outstanding on our $225 million line of credit. Inventory at the end of the second quarter was $544 million compared to $569 million at the end of the second quarter last year. Average inventory on a per-store basis decreased approximately 15% versus the second quarter last year, when we purposefully accelerated inventory receipts to ensure strong in-stock positions for the 2022 holiday season. Now on to guidance. As a reminder, fiscal 2023 includes a 53rd week, which is still expected to add approximately $40 million in sales and approximately $0.08 in EPS. My remarks on full year guidance will refer to the 53-week year unless otherwise noted. Our guidance does not include any potential future impact from share-based accounting or share repurchases. I'll start with guidance for the full year and then turn to the third quarter. For 2023, we are reiterating our expected sales in the range of $3.5 billion to $3.57 billion, an increase of 13.8% to 16%. The comparable sales increase is still expected to be in the range of 1% to 3%. At the midpoint of this guidance, total sales are expected to deliver a 17.6% compound annual growth rate, or CAGR, for the four-year period since 2019. This is in line with the first half CAGR of 17.4%. With respect to operating margin, at the midpoint, we are lowering guidance by approximately 20 basis points to 11.1%. For the year, we still expect gross margin leverage due to lower freight costs, though the magnitude of leverage is lower than prior guidance due to higher anticipated shrink reserves. This gross margin leverage is expected to be more than offset by SG&A deleverage due to certain one-time cost management strategies we put in place last year and lapping of lower incentive compensation. As it relates to shrink, we're currently conducting interim physical inventory counts on a subset of our stores and anticipate results will reflect the negative trends seen across the industry. Therefore, we believe it is prudent to increase our shrink reserve for the balance of the year, and we expect a significant impact in the third quarter due to the anticipated year-to-date true-up and higher rate compared to last year. The impact on the fourth quarter is expected to be much lower. We are working on several shrink and operational initiatives throughout the organization to help mitigate the increased expense. We are lowering our EPS guidance with the midpoint of diluted earnings per share now expected to be $5.41 versus the prior midpoint of $5.51, representing an approximate 2% reduction. We remain on track to open over 200 new stores and to end the year with over 1,540 stores, or unit growth of approximately 15%. With our strong cash balance and healthy free cash flow generation, combined with higher year-over-year interest rates, we are still assuming a significant increase in net interest income this year. We expect a full year effective tax rate for 2023 of 25.5%, which currently assumes a higher effective tax rate for the second half of the year of 26.5%. Net income is expected to be in the range of $295 million to $311 million, representing a growth rate of approximately 12.8% to 18.8% over 2022. Diluted earnings per share are expected to be in the range of $5.27 to $5.55, implying year-over-year growth of 12.4% to 18.3%. On a 52-week comparative basis, growth for diluted earnings per share is implied to be 10.7% to 16.6%. With respect to CapEx, we still plan to spend in total approximately $335 million in gross CapEx, excluding the impact of tenant allowances. This reflects the opening of over 200 new stores, converting over 400 store locations, commencing expansions to our distribution centers in Georgia and Arizona, and investments in systems and infrastructure. For the third quarter of 2023, net sales are expected to be in the range of $715 million to $730 million, an increase of 10.9% to 13.2%. We plan to open approximately 70 stores, with the majority of these new stores opening in the latter half of the third quarter. This compares to 40 stores opened in the third quarter last year. We are assuming a third quarter comp sales increase in the range of flat to 2%. We expect an operating margin of 1.4% to 2.1% in the third quarter of 2023. The approximate 150 basis points of deleverage at the midpoint is primarily due to the anticipated shrink headwind. Net interest income is expected to be approximately $3.6 million for the third quarter and taxes are expected to be approximately 28%. Diluted earnings per share for the third quarter of fiscal 2023 are expected to be $0.17 to $0.25 versus $0.29 in diluted earnings per share in the third quarter of 2022. In summary, we delivered second quarter results within the range of our outlook. As we look to the balance of the year, our teams are making great operational progress against key strategic objectives and preparing for the holiday season. For all other details related to our results and guidance, please refer to our earnings press release. And with that, I'd like to turn the call back over to the operator for the question-and-answer session.

Thank you. We will now begin the question-and-answer session. Our first question comes from Jeremy Hamblin with Craig-Hallum Capital Group. Please go ahead.

Thanks. Congrats Kristy on joining the Five Below team. I thought I might start with asking a question on shrink and just understanding in terms of a 20 basis point change in the operating margin for the year. What portion of that is attributable to your change in shrink reserves for the year? And then secondly, and related to that, if you're observing higher shrink do you sense that there might be any change in terms of the self-checkout kiosks that have been added to all the new stores and so forth, the strategy of just rolling that out? Or do you feel like the mitigation strategies that you're working on can adapt to the environment and we can move forward in the pathway that you've gone the last couple of years?

Yes. Thanks Jeremy. Let me take that. I mean, obviously, with us not changing the top line, the 20 basis point decline is really the only change from the last quarter, and that pretty much is all based on the changes we're making with the assumption of shrink. I think, though, you asked a lot of questions about ACO, a lot of questions about mitigation. And Ken, maybe you got a few comments because I think in Ken's role both as past CFO and then now in his role as COO, he's responsible for kind of all things inventory. And maybe where we're at right now and what we're doing about it.

Sure. Thanks Joel, thanks Jeremy. What I'd like to do is just give a little bit of history around this because Jeremy, you asked specifically around shrink rate. If you all recall, at the beginning of this year, on our fiscal 2022 year-end call, we did note that we had experienced higher shrink levels last year and we had about a 30 basis point annual increase that impacted over 2021. Based on that, we increased our reserves in 2023 to reflect this higher rate that we exited in 2022. And also in response, you mentioned some of the mitigating areas that we could work on, and I'll talk a little bit about that. But we did increase and we revised our asset protection policies and tactics. Kristy had mentioned also that this month, we're right in the middle of conducting our standard interim physical inventories on a subset of our stores, it's a little bit over one-third of our stores, so a meaningful population of the stores. We are seeing initial kind of elevated levels versus what we noted at the end of last year. You're all familiar with the recent media and videos that are out there where retailers across the sector are experiencing increased levels of shrink and related crime incidents, and we are not immune to this as we're finding out. Again, as Kristy mentioned, from a financial perspective, based on these preliminary indications from the work that we're doing, we do expect a net financial impact to the 2023 operating margin of about 20 basis points. So, that includes the impact of mitigating efforts both in shrink reduction and also other enterprise-wide cost savings initiatives. The true shrink rates that we're experiencing would obviously be higher than that based on being the 20 basis points is net of all those mitigation efforts. And just Jeremy, again, just to talk about this because you mentioned the mitigating efforts and strategies, I think you mentioned also the self-checkout. As you know, we're not new to these macro challenges that are out there. We've faced these before, whether it's tariffs, the pandemic supply chain disruption, inflation last year. We like to play offense throughout the company to mitigate the financial impact of these macro issues. This is a societal issue that requires involvement from government and local leaders to fully resolve it. We've also noticed that the traditional measures for mitigation around asset protection are not as effective as they've been previously. So, we are focusing our shrink mitigation efforts on a comprehensive approach that includes both asset prevention, loss asset prevention, and crew safety. We've dedicated the team to look at all different areas to help with mitigation efforts. That includes enhanced technology, merchandise presentation, selective price increases, register formats, policies, and procedures. We're going to look throughout the supply chain for improvements there. Regarding ACO, you mentioned that we expected to see increased levels of shrink around ACO and we've seen that historically. What we're seeing is that they're increasing across the board here.

Thanks for all the color. Best wishes.

The next question comes from Seth Sigman with Barclays.

Hey everyone. Thanks for taking the questions. So my main question is around what's been happening with ticket. Can you talk a little bit about what's going on with the price points? Your ASPs, I think you said were up slightly, but I would think that's largely mix. Any more insight into how you're managing price points as certain input costs come down? And then when you look at the lower UPT, I think that's been a trend for some time. If I recall last quarter, you talked about some improvement, but just any more context there? Thanks so much.

Yes. Seth, that has been very consistent quarter-over-quarter. I think the area we're probably most pleased with is the progress we're making on transactions, which is our proxy for traffic. The UPTs are only down slightly and AUR is only up slightly. So, the comp sales we're getting is more than coming from transactions, and it's not coming from just taking price up. While we've taken up price slightly, it's really not the main driver of where you're seeing our comp increases come from; it's all really coming from transactions.

Okay. Thank you.

Your next question comes from Brian Nagel with Oppenheimer. Please go ahead.

Hi, good afternoon. Kristy, welcome.

Thank you.

My question is about SG&A. You touched on this a bit in your comments, but we've seen an elevated SG&A growth rate in the first half of the year, and it looks like it will stay elevated in the second half, even though you haven't provided guidance for the next fiscal year. How should we generally view those SG&A expenses as we transition from this year to next year?

Yes, I mean, Brian, it's a great question. It's pretty unfair for Kristy to answer; she's just getting in here for the first six weeks. Our tradition is as we get closer to the end of the year, we'll give you that guidance. But I think it's safe to say, especially with the explosive growth we see coming in new stores that you will see leverage next year at the operating margin level. We've got to figure out where does it fit between gross margin and SG&A. As you just heard, Ken gave a lot of examples on shrink mitigation; a lot of that is going to come out of SG&A to cover that. So, net-net, I would look at it at the operating margin level. It’s our job to mitigate this, no different than any other macro environments we face and translate that into margin expansion. Just to remind everybody, I mean, we have over 130 stores coming out here in the next four months. I also shared with you we expect our new store opening cadence next year to get back closer to a 50-50. So there's a lot of growth happening in the next 10 months.

Yes, as Brian mentioned, we remain very confident in the Triple-Double vision, with key factors being unit growth, the opportunity for comparable sales, and the profit profile, which is based on leveraging our resources. This aligns with what Joel stated.

But too early to be giving specific callouts for next year.

Right.

Thanks Brian.

Appreciate. Thanks.

Our next question comes from Chuck Grom with Gordon Haskett. Please go ahead.

Hey. Thanks. Good afternoon, everybody. Just wondering if you guys could speak to the cadence of the comp throughout the quarter. If we take the midpoint of your 3Q comp guide, it does imply a pretty big uptick in the four-year stack relative to the second quarter but consistent with the first quarter. My question is, can you remind us if there's any unusual compares over the past couple of years that drove that and/or the factors that support the implied acceleration in the comp?

Yes. Hey Chuck. The way we look at it is, look at your four-year average store growth. Look at your four-year CAGR.

Yes.

I think if you compare our first half four-year CAGR, it's in the mid-high teens.

High-teen, yes.

Aren't that right, Kristy?

Yes, high teens.

What's implied for the back half of the year is almost identical; it's within 10 or 20 basis points. I think, Chuck, that's a better way to look at it in terms of the comp. And then for within the Q2 cadence, it was relatively in line all three months. It's consistent.

And also, Chuck, just to add to that, our guide for Q3 is pretty much in line with what we had expected early on. If you recall, I think we spoke about this on the fourth quarter call when we gave guidance for the year. In terms of what the cadence would be of a multi-year geo stack performance, the year is really laying out by quarter as we had expected early in the year.

Okay, great. That’s it.

Thanks Chuck. Next?

The next question comes from Matthew Boss with JPMorgan. Please go ahead.

Matt? Matt?

Hello, Matthew. Is your line muted?

Hey, sorry about that.

Matt, I was going to make up the question for you, but you go ahead, Matt.

So, Joel, a couple of things. Maybe could you elaborate on category trends that you saw across maybe more discretionary relative to consumables? Any call-outs by income cohorts? I know you touched on the third quarter, but anything specific to August to call out? And then maybe just elaborate on the terrific lineup of product that you cited into holiday and just your flexibility to chase demand in the second half?

Yes. Look, Matt, a lot of questions all on product a little bit. The category trends, first quarter or second quarter, not much change. It continues to skew towards our version of consumables which comes in the form of candy and HBA and the like. That was pretty consistent from Q1 to Q2. The interesting change that we called out there was just the emergence of licenses, Mario Brothers and Barbie, while not a huge impact on the quarter, it's nice to see licenses reemerge. We haven't really seen licenses of anything meaningful since there haven't been movies for a few years. It's good to see. Cohorts, nothing to call out. We continue to really see strength across all the cohorts, but no trade down per se that would call out. And then, hey, we're really pleased with back-to-school, and I'm not ready to talk about holiday just for competitive reasons, but we got a great lineup for product. If anything, I would say our whole store becomes a store of needs in the fourth quarter rather than a store want. So excited about the fourth quarter and what's coming this way, Matt.

Great. Best of luck.

Hey, thank you. You bet.

The next question comes from John Heinbockel with Guggenheim Securities. Please go ahead.

All right. Two quick questions, right? So, for Joel, I know you're not ready to talk about holiday, but when I think about the reset of tech and then putting Five Beyond in a bit early in trade down, how would you assess your positioning for the fourth quarter, right? It would seem to be better than it's been in a couple of years. And then for Ken, where do you think the biggest opportunity is on inventory? Because I don't think you've had a big problem on out of stock, right? So, is it that? Or is it just more inventory turnover?

Yes. Let me just start and turn it over to Ken. I think the biggest change, John, and great call out on the tech reset, but the biggest difference for us is the magnitude of Five Beyond stores we're going to have this year versus last year. It's approaching close to half our comp stores. We've learned a lot from last year on how the Five Beyond part performed, and that's given our merchants a full year to prepare for that. I think that's a big running head start this year that we didn't have last year, already matured licenses are coming. But we're in a much better situation than prior years. And then, certainly can, about inventory, and that's also in a much better shape than last year.

Much better position, John. We feel we can still do better there. Within stocks, you mentioned turns; it's all about buying better at the end of the day, making sure we've got the right inventory in the right location at the right time. We feel there’s still opportunity there for us. The ability Joel spoke about the trends that are out there, we want to make sure we have the ability to continue to place or buy those trends and put them in front of the customers appropriately. There’s still opportunity out there, and it's going to come from process, technology, and incorporating data and analytics. We still have a ways to go to see improvements there.

Okay. Thank you.

Thanks, John. You bet.

Thanks, John.

Our next question comes from Simeon Gutman with Morgan Stanley. Please go ahead.

Hi. Good afternoon. Joel, I should restate my name in case I get a Simon this time.

Hey, Simeon. How are you?

All right. You got it that time. I wanted to follow on this value movement we're seeing in retail and a little bit on the fourth quarter. You said you're not seeing trade down. I'm curious if your traffic seems to suggest that you're getting your fair share of the value movement, but we're seeing discount mass, even dollar stores do a little better than others. Curious if there's anything there to call out if there's anything within Five Beyond that's changed? I think it was a year or two ago when you called out the fourth quarter being prime positioned for your customer for your value. And to John's point, I think it does line up reasonably well this time around. Curious if you can comment on that as well.

Yes. I mean, look, on the trade down, I was more referring to the general sense of how some of the others look at trade down. But clearly, our traffic is up, and it's up seeing a lot of new customers in the door. I think that just shows we're more relevant to more customers. And this is our off-season; this is the time when Five Below is the least needed. To see that really ticking up, our marketing is working, the customer needs it. As for the holiday stuff, we're really set up nicely for a great holiday. I think as value is really in vogue again, and there isn't any other kids' retailer out there. Our store becomes a store of needs for families at holiday time. I'm really excited about what we're seeing for Q4 here. We're going into a lot of momentum. Some of the questions John asked about the tech resets being done earlier. The Five Beyond that are done, etc., etc. But I know you all want specific items, and I just have to say for the next call just for competitive reasons.

Yes. Thanks.

Yes. Thanks, Simeon.

The next question comes from Edward Kelly with Wells Fargo. Please go ahead.

Hi. Good afternoon everyone. I wanted to ask a follow-up question on shrink. The last time you talked about shrink after that, I think it was your January accounts. You mentioned the 30 basis point year-over-year headwind. It looks like an additional 20 basis points now, but you have cost mitigation. I'm just wondering if you could quantify how much we're really talking about in terms of how much is it really up year-over-year? And as we think about the forward risk around shrink, I don't think you do rolling counts you can again in January. Do you think we've seen the bottom here, unemployment still low? Where is it coming from? I think initially, there's a lot of organized crime stuff that people are talking about. But has this worked its way into more traditional customers and employees? Thank you.

Yes, I mean, Ed, there's a lot to unpack. I think for all of you on the call, you just got to remember, we've painted for you in our guide, the worst-case scenario. We are still in the process of reconciling, quantifying all our mitigation efforts. We'd already mitigated some of the things from the 30 basis increase from last year. I think we’ve seen pretty much the high watermark. The difference is now is last year, we weren't doing anything about it. In June, we put in a new return policy. We've changed our damages policy. All the mitigation efforts we've put in just started, and the shrink that we were exiting 2022 on included a lot of stores that were inventoried back through 2021. This inventory really includes everything from the back half of 2022 and the front half of 2023. We have a really good sense now of the high watermark, and it's our job to mitigate it. All retailers are seeing this, and as Ken said, somewhat a silo issue to fully mitigate, but our job is to really get after this and figure out a way to mitigate the increased shrink we're facing. So, where is it coming from? It's coming from all angles. Several cities now just simply aren't prosecuting below the $500 level. Sadly, our hometown here in Philly has seen some of our highest shrink rates. We watch retailers exit Center City, and while I don't think we're at that extreme of closing Five Below stores there, these are types of integration strategies that will be included as we consider what to do if we don't see things improve. A big amount that could be, I think, in total is 50 to 70 basis points, and our job is to mitigate that. Our guide reflects around 20 basis points.

Great. Thank you.

Thank you, Ed.

Our next question comes from Paul Lejuez with Citi. Please go ahead.

Hey, thanks guys. Can we talk about the lift, give us an update on the lift you're getting from remodels? Is that trending as good as you'd anticipated? And how does that lift breakdown between transaction and the increase in transactions versus ASP? And how has that changed over time? And then just curious with lift productivity in your more mature markets versus your newer markets, what you're seeing?

Yes Paul, nothing's changed on the conversion stores. We're still seeing mid-single-digit lift with transactions being even higher than that in converted stores. So really, we are excited and standing behind this conversion strategy. We've got the 400 that we've done this year and expect to get right back after that again next year with some more stores. But that mid-single-digit lift is consistent with what we saw at the end of last year and are continuing to see this year year-to-date. Did I catch all that there, Paul?

That is the first one. Second one is on new store productivity is looking at your mature, more mature markets versus your newer markets, what you're seeing?

Well, NSPs were, I think we came in close to.

Close to 90.

Yes, and it's relatively consistent through the types of stores and regions.

All right. Thanks, Paul.

Thanks guys, good luck.

Our next question comes from Scott Ciccarelli with Truist. Please go ahead.

Hi, guys. This is Joe on for Scott. Thanks so much for taking my question. I just wanted to follow up a little bit on the mid-single-digit lift you're seeing in the remodels. Is there anything you'd call out in different areas by income demographics?

No. Honestly, it's pretty consistent by income demographics, and we're seeing that same type of lift consistently, no matter where we've opened the stores. If anything, we see it a little bit higher if it's an older store that we converted. But in terms of income demographics and that type of thing, it's pretty consistent.

Awesome. Thanks. And just one follow-up question. I know you guys have been talking about people shopping closer to holidays. Just wanted to see what you were thinking about for Halloween trends this year. Would you expect that incrementally latter half boost versus last year or something around the same?

Yes, we've observed that shopping occurs closer to the holiday, and I anticipate that Halloween will follow a similar trend this year.

Got it. Thanks so much.

Yes.

Our next question comes from Michael Lasser with UBS. Please go ahead.

Good evening. Thanks a lot for taking my question.

Hey, Michael.

In three years prior to the pandemic, Five Below had a 12% operating margin on average. Now after the 20 basis point reduction to your guidance on the heels of the increased shrink, you're probably going to have around an 11% operating margin despite having $2 billion of incremental sales. What needs to happen in order to get back to the 12%? You mentioned that you're going to be targeting operating margin expansion next year, but is it simply a function of generating comp growth to leverage the fixed expenses to drive the margin expansion? Or are there other strategies you can put in place that would restore the profitability back to where it was prior to the pandemic? Thanks.

Certainly, Michael. The rise in shrink is something we didn't anticipate would persist this year compared to last. We're actively working to address that. It's important to recognize that you're expecting us to be closer to the lower end of our guidance instead of the higher end. I believe that as we implement solutions, it will lead to improvements. We have two significant developments ahead: the Five Beyond stores we've invested heavily in will start to generate leverage for us, and we've accelerated our new store openings, although we have faced delays. We're about three years behind our planned schedule from 2019 due to the pandemic. We have 130 new stores set to open in the next four months, with a substantial number launching at the start of next year. We aim to approach a balanced 50-50 split, boosting fixed contributions. Ken's efforts regarding our investments will aid in achieving leverage. We are not planning to open any new distribution centers in the next two years; instead, we will utilize the existing ones and the systems we've invested in. There is considerable leverage expected from these initiatives. Our goal is to provide you all with detailed information towards the end of the year to help incorporate this into your projections. I foresee strong potential as we move past the shrink issues, implement our mitigation strategies, and capitalize on new store growth and the Five Beyond strategy.

Our next question comes from Joe Feldman with Telsey Advisory Group. Please go ahead.

Yes. Hey, guys. Thanks for taking my question. Why don't I go back to inventory for a minute? How are you guys planning inventory for the second half? How does the shrink impact your plan, meaning presumably, you’re finding there's stuff that's not there? And I'm wondering how we should expect inventory to look either on a per-store or on a total basis at the end of each quarter?

Yes. Thanks Joe. If we look out in terms of inventory levels, we speak normally to the average inventory on a per store basis. If you roll this forward, end of Q3, end of Q4, similar to what we saw at the end of this quarter, we were down double-digits, about 15%. I expect it to be down probably more single-digits. Again, that's a reflection of us improving our inventory management disciplines there. Your second part of the question around the shrink, yes, those are we would allocate more product to the stores in response to these higher shrink levels. We made estimates of what shrink would be, and we're coming in higher than that, and we make adjustments to ensure the stores are in an appropriate inventory position going forward.

Got it. Thanks guys. Good luck.

Thanks Joe.

Thanks Joe.

The next question comes from Michael Montani with Evercore. Please go ahead.

Hey, guys, thanks for taking the question. First, I just wanted to see if there was any call-out in terms of geography on the comp and/or if you started August in the comp range? And then I just had a margin follow-up.

Yes. Mike, if you could just get on next for a margin follow-up. We're trying to get through the rest of these calls, but no real geography change. We see it for a week here, a week there when there's storms that roll through California a week ago and obviously, Florida right now. But if you put the whole quarter together, it’s pretty consistent across all geographies. I'm really pleased with the start to Q3 here and yes, absolutely within the range. Thanks. Appreciate that talk there Mike.

Our next question comes from Brad Thomas with KeyBanc Capital Markets. Please go ahead.

Hey. Thanks for taking my question and welcome, Kristy. I'll ask another category and merchandising question to stay off shrink for now. You mentioned Barbie performing well. I guess the question we've gotten is, was it material here? And any sense that may fade here as Barbie-mania dies down? Maybe this back-to-school, kind of partly underway here, not pulling it away across the whole country. Any early trends that you're seeing that may help drive some acceleration?

Yes. Look, I think I called out Barbie, less of it impacted our quarter and more as a shout-out to Barbie and Mario Bros, just that we're starting to see licenses emerge. It’s not going to be near as big as Frozen or a couple of other movie releases, but really pleased that it's there. It’s a great example of our merchants staying on trend and really chasing something. Back-to-school, it was all about backpacks. We had a great backpack season, and that’s really the sign. It is wrapping up here in the Northeast. I think licenses, even in backpacks, were pretty relevant. Nothing else to call out there; you’ll be seeing us set Halloween in the stores next week. Thanks, Brad.

Great. Thanks Joel.

The next question comes from Jason Haas with Bank of America. Please go ahead.

Hey good afternoon and thanks for taking my question. I know it's a small portion of your business, but I was curious if you could talk about what you've seen with online sales recently? And I'm also curious if you've seen any increased competition from online-only competitors, both to your online business and also the store? And if not, can you just remind us what insulates the Five Below model from online competition?

Yes. Look, online has been good for us. Just to remind everybody, it is low single-digit of our total business, which is a very different profile from everybody else. Having said all that, online is great for us; it helps us get an early read. We already have a good sense of what's going to sell in Halloween here because it's been online for about four weeks now. We do that with every seasonal change; we get it up online first, and it helps us prepare our stores. No impact that we can tell from pure online retailers. Thanks. Appreciate it, Jason.

Thank you.

The next question comes from Daniel Silverstein with Credit Suisse. Please go ahead.

Hey there. Thanks for squeezing me in. Just a quick question on conversions. So, given that transaction growth has driven the comp this year and Five Beyond conversions have helped that along, is the shift in focus to store openings in the back half factored into comp guidance, particularly thinking about 4Q, which potentially embeds the sequential comp acceleration but, no incremental benefit of more conversions? Thank you.

Yes, Dan. It doesn't factor in any incremental conversions at all. It wasn’t intentional at all that the back half was towards new stores. This is more a factor of the hangover from COVID, the shutdown of supply chains, and getting it back open. Our class of 2023 will be back closer to 50-50, and the class of 2024 will be back to 50-50. So, this is just the last remains of it. By next year, we're back to a normal cadence of openings, but it doesn’t play much into a comp change.

Okay. Thanks. And if I could, just really quickly, can you speak to the availability of potential crew members in how many stores are opening in 2H?

Yes. You know what? We have not had any problems with crew availability in getting stores open. A reminder for everybody, we're really good at hiring 15 and 16-year-olds. That’s something a lot of retailers don’t do. Not 15 and 16, 16 and 17-year-olds. We’re a great first job for kids, and we're really excited about hiring this. We kick off hiring here in about another three, four weeks and don’t expect to run into any issues.

Thank you.

All right. Thank you. You're welcome.

Next question comes from Anthony Chukumba with Loop Capital Markets. Please go ahead.

Thank you for taking my question. I didn't think I would be able to ask it with all the multi-part questions everyone else was posing. My question is about Barbie. I've noticed the Barbie products in your stores. Are you satisfied with your selection? Is it sufficient, or do you want to expand it? How do you feel about your Barbie assortment? Thank you.

Yes. Hi, Anthony. I think it's enough. We are chasing it. The stuff that's sold faster than we thought, and we've got more coming in. We don't see it as something that's going to grow like Frozen did from seven to 11 to 13 feet or something like that. In certain stores, we definitely are chasing and it's been somewhat short, but overall, we're pretty pleased with it.

Next question comes from Krisztina Katai with Deutsche Bank. Please go ahead.

Hi. Good afternoon. Thanks for squeezing us. I just had a question on store growth and given the acceleration that you're talking to. So, maybe two parts: can you just talk about your overall ability to get these open on time if we should think about there's any risk that some can get pushed later into quarters or early into next year? And then two, could you just talk about what the process looks like now that the availability of labor is getting better? Or you're finding incremental real estate locations from closures? Just how best to think about that getting closer to that 50-50 cadence next year.

Yes. Look, answering that second part of the question; the biggest thing that changed, unfortunately, I hate to say this, there have been a bunch of bankruptcies. There haven't been many store bankruptcies in 2021 and 2022, and it really accelerated back at the end of 2022 into 2023. That’s what helped fill the pipeline back up, so we are back on time. In terms of opening on time, we're not seeing the supply chain problems we had, landlords are back to building. We've got a bigger team, and it’s pretty much flowing. We have stores that might get pushed back for a month or six weeks, but we’ll have another store pull up. So, we're seeing that even amount of pull-ups as push-backs.

Thank you.

We got to keep going there. This might be our last call.

Yes. The last question comes from Phillip Blee with William Blair. Please go ahead.

Great. Thank you, guys. I was just hoping you could provide a little bit more color on the transaction growth you saw during the quarter? How much was driven by Five Beyond versus non-converted locations? Any color on growth attributable to new versus existing customers on the expanding value appeal? Thank you.

Yes, I don’t know if Kristy has those numbers on the conversions.

For the converted?

I mean, transactions were positive in both. Phillip, we’re positive in both converted stores and non-converted stores. The growth, we're seeing in new customers and improvements in our retained customers, too.

Okay, great. Thanks.

Yes. Thank you, Phillip. Hey, thanks, everybody, for jumping on. A lot of questions certainly about shrink, but more importantly, what we are opening a record set of new stores. We're increasing our productivity in our stores. We're growing our brand awareness. The marketing is really starting to work. We're transforming the inventory. The focus Ken's going to put on that will create efficiencies. We are going to make Five Below a great place to work for the associates. We hope to see you. Enjoy the rest of the summer, and don't forget to visit a Five Below store. Thanks for joining us, and I'll see you after Thanksgiving on our third quarter call. Have a great night, everybody.

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