Good day and welcome to the Five Below Third Quarter 2021 Earnings Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Christiane Pelz, Vice President of Investor Relations and Treasury. Please go ahead.

Thank you, Gary. Good afternoon, everyone and thanks for joining us today for Five Below's Third Quarter 2021 Financial Results Conference Call. On today's call are Joel Anderson, President and Chief Executive Officer; and Ken Bull, Chief Financial Officer and Treasurer. After management has made their formal remarks, we will open the call to questions. 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 release -- 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 and thanks, everyone, for joining us for our third quarter 2021 earnings call. Before I discuss the specifics of our third quarter, I want to share my appreciation for the many teams throughout our organization that produced such phenomenal results which far surpassed our expectations and set records for Five Below. In a period where the global supply chain environment continues to be very difficult, our teams were proactive and nimble sourcing cool, trend-right products while working diligently to ensure merchandise got to our stores and onto shelves in a timely manner. I'm proud of the team's execution, hard work, and agility which they have consistently demonstrated throughout this extremely challenging and complex year. I'm also grateful to the hundreds of vendors whose partnership and collaboration continues to help fuel our success. As you will hear, when I discuss the underlying drivers of our third quarter financial results, our performance also demonstrates the inherent flexibility of our model and the universal appeal of Five Below. We offer incredible WOW products at outstanding value with an amazing shopping experience that resonates positively with our customers. Now on to the results; total sales in the third quarter grew 27% over last year to $608 million or $131 million higher than last year's third quarter. Comparable sales increased 14.8%, driven by transactions and it was our highest comp of any quarter since going public. We also achieved the highest average store sales for our third quarter in our history. Operating profit grew 75% leading to earnings per share of $0.43. New store growth and performance continued to be strong in the third quarter. We opened 52 new stores across 24 states, bringing our new store openings to 154 at the end of the third quarter. The new stores are located…

Thanks, Joel and good afternoon, everyone. I will begin my remarks with a review of our third quarter results and then provide guidance for the fourth quarter and the full year. As Joel mentioned, we were very pleased with our third quarter results. Our sales for the third quarter of 2021 increased 27.5% to $607.6 million from $476.6 million reported in the third quarter of 2020. These results exceeded our expectations, driven by multiple strong product trends which we believe drove traffic and new customers to our stores. We opened 52 new stores across 24 states in the third quarter compared to 36 new stores opened in the third quarter last year. We ended the quarter with 1,173 stores, an increase of approximately 15% versus 1,018 stores at the end of the third quarter of 2020. As Joel mentioned, we were very pleased with the performance of our new stores with five stores making the top 25 grand openings for summer and fall. Comparable sales increased by 14.8%, driven by an increase in comp transactions of 14.3% and a comp ticket increase of 0.5%. Versus the pre-pandemic third quarter of 2019, average ticket was up 25% and average transactions were down 4% which is consistent with the results since we reopened the chain last year. Gross profit for the third quarter of 2021 was $202.4 million versus $151.1 million in the third quarter of 2020. We -- Gross margin increased by approximately 160 basis points to 33.3%, driven primarily by occupancy leverage on the strong sales results which more than offset higher inbound freight costs. Also contributing to the increase in gross margin was lower distribution labor and store freight expense, primarily due to the shift of our receipts and flow of inventory to stores from Q3 into Q4. This…

[Operator Instructions] Our first question comes from Matthew Boss with JPMorgan. Please go ahead.

Thanks, and congrats on another great quarter, guys.

Hey, thanks, Matt. Appreciate it.

So Joel, on the first quarter 2020 call, I remember you cited moving your model to offense. So six quarters later, you've clearly done that successfully. I guess two questions. When you look across the world, where do you see from here opportunity to further accelerate market share? And then second, on the new customer acquisition, do you believe you've sustainably broadened your customer base as we exit the crisis?

Thanks, Matt. Really great question. In fact, I love the word offense and we -- it's not only a word that we talked about on this call, it's something we talk about internally every week. As it relates to your question, I call out two worlds specifically that I think we continue to see opportunity to grow. One is in tech. And specifically, gaming is an area that is in my prepared remarks and it's an area we continue to expand in. And then the second area really isn't a world but it's -- it really speaks to the concept of trends. And I would tell you, Matt, we've gotten much better identifying trends and then racing to get them speed to market, much better than we were even when spinners happened in '17 which we were one of the first one, too. But the examples of poppers and squish and sensory are all great ones where we are one of the leading retailers to get those into our stores firsthand for our customers. So those are just a couple of areas on the product side. The other one we talked about was a new customer acquisition and that's an area that we are really pouring some resources into. We now have tokenization throughout our entire fleet. And the best part about that feature, Matt, is that we'll be able to now really track and understand at the individual rather than specifically how many transactions we have of whether we're attracting new customers or not attracting new customers, so more to come on that but I think that's a really good opportunity. And then your big picture was, how do we accelerate market share? And what I would tell you, for Five Below, it's all about driving growth. We have…

Great color. Best of luck.

Hey, thanks, Matt. Appreciate it.

The next question is from Paul Lejuez with Citi. Please go ahead.

Hey, thanks guys. I'm curious if you can talk about the performance of the stores that have the Five Beyond assortment in it just relative to the rest of the chain? And then just a follow-up on Matt's question. I am kind of curious if anecdotally you think that if your existing customer buying some of the higher-priced product or if you are attracting a new customer because of the deals that you're able to offer at those higher price points?

Yes. Thanks, Paul. Look, on the first one about the performance of Five Beyond, it's a question you should ask me again after we get through the holidays. Five Beyond has largely been in our new stores. And now it is -- a few of those starts are starting to turn new, and I'm talking about the Five Beyond prototype. We do have Five Beyond at holiday in the entire chain. And from last year holiday, Ken help me on the exact figures and we'll certainly have them all for you for this holiday, but any transaction that had Five Beyond it was about double, right?

Double, non-WOW Wall transaction.

Right. So you're clearly seeing customers that come in our stores, spend more money if they have a Five Beyond item in their transaction. And then as I just talked to -- or answering Matt's question about tokenization, that's really going to help us start to understand, is Joel new to Five Below, is Paul new to Five Below, or was that an existing customer? So -- That all went in and start in the fourth quarter here and we'll start to track that every quarter and it will really help us track specific customers and whether they're new. We do know -- we do marketing surveys every quarter and we do know we're attracting new customers but that's -- remember, that's self-reported by the customer; this will actually give us actual customer data. Hopefully that answers your question, Paul.

Yes, you bet. Thank you. Good luck.

Thank you.

The next question is from John Heinbockel with Guggenheim Partners. Please go ahead.

Hey guys. So two quick things. Number one, demand is obviously good. So the step up in marketing and store hours, is that -- when you think about that driving incremental demand, do you think it will do that? Does that encompass in the 2% to 4%, right? Because I guess, you don't have to do that. And then secondly, when you think about share of wallet, where are you guys now on embracing the loyalty program and being able to do more personalized offers right to your customers?

Yes. Look, I -- on demand, I mean, clearly, third quarter, John, was huge demand. And then here as we go into fourth quarter, a two to four comp is on top of last year's almost 15 comp. And just a reminder, as Ken said, we expect the holiday comp to be higher than that as we're up against that January stimulus. So we feel really good about that piece of it. So -- and then finally, on share of wallet, -- And I just mentioned, John, in terms of hours, they're exact almost dynamical Q4 year-over-year. So really no change there. On share of wallet, tokenization was the next key step we really needed before we could consider a loyalty program. And I think we got rightfully distracted with COVID and supply chain and that kind of work had to take a back seat to making sure we kept the business stabilized. I think as we've gotten over some of these macro issues, we can now kind of turn our attention back to that program. But listen, we're in a fortunate spot that what really drives our business, John, is that differentiated shopping experience with exceptional value. And so that will be our first path will go down. But look, I think loyalty won't happen next year but it is something we will start to bring back towards the beginning -- front of the burner to start working on again.

Thank you.

You bet, John. Thanks.

The next question is from Simeon Gutman with Morgan Stanley. Please go ahead.

Hi, everyone. Nice quarter. My questions I think are more for Ken. I wanted to ask how much was the GM impact from the movement of some of the receipts from Q3 to Q4? I guess, how much of that was expected? Or was that because of supply chain issues? And then can you also speak to freight in and of itself, how that impact played out versus how you expected? And then tying this all together and I can -- I hope you see this is all really one question, is that if sales do surprise positive in the fourth quarter relative to what you've just said up, we should then see torque both in the gross margin given these higher costs and in the SG&A line? Just want to confirm that.

Okay. Thanks, Simeon. I think there are about 15 questions in there but I'll -- I think the first one you threw out was around supply chain and the changes there and kind of the movement of the inventory from Q3 into Q4. And obviously, that was not expected as we provided the guidance at the beginning of the third quarter. But as events unfolded throughout the quarter, there was a shift towards from the -- from kind of the end of Q3 into Q4. But I also mentioned we feel really good about the position of the inventory going into the holiday season that it just came in earlier in Q4 and we've got the majority in with us now to be able to fuel those sales for Q4. In terms of the magnitude of that, you can look at it really at what took place in Q3 because it's pretty similar as it moves from Q3 into Q4. If you looked at the -- we had about 160 basis points of leverage in gross margin in Q3, about 1/3 of that was related to the benefit from distribution -- reduction in distribution expenses that would be shifting into Q4. And then, your question on outperformance versus the guide, I don't see anything out in front of us here that wouldn't prevent us from having some flow-through, obviously, if we outperform from a sales perspective. In other words, I don't see any other impact with outperformance in sales that would drive higher expenses; so we should achieve a flow-through.

Thank you. Appreciate it.

The next question is from Michael Lasser with UBS. Please go ahead.

Good evening. Thanks a lot for taking my question. Joel, you're going to be on pace to have average store volume in the $2.4 million range this year. If you had to guess, how much of that volume do you think came from stimulus? How much came from trends? And is this a reasonable base from which you can grow over the next 12 to 24 months on a same-store basis?

Yes. Look, Matt, I would tie it back to the question -- I mean, Michael, I'll tie it back to the question Matt asked me about playing offense. And I think it just goes back to what we were talking about driving growth. And so if you believe that four or five things I outlined and I'll repeat myself real quick here, new stores, Five Beyond, continuing to innovate, brand awareness going up and then reinvesting in the product, we obviously believe in our end that all five of those are still in their infancy. And so as we mature those five levers that drive growth, there's no reason that our average store number shouldn't continue to go up. And it wasn't too long ago that, that average store number was 1-6, 1-8, I think when I got here. And if you just looked at comp stores, it's over 2-5 [ph]. So look, those five levers, Michael, are really what we're going to use to continue to drive the average store volume up. So short answer is yes. We believe we can continue to grow that. Is it going to happen all quarters equally and smooth? Absolutely not, right. I mean there will be some times when you're up against the of a trend. But just like in spinners when we came around the corner on that because we attracted new customers, it helped us lap that positively. And I think this quarter is an outstanding example of we're up against double-digit comp quarter and we actually produced double-digit comps two years in a row. So it won't be smooth, Michael but we're just really at the beginning, honestly, in terms of driving average store sales performance.

Thank you and good luck with the rest of the holiday.

Hey, thanks, Michael. You too. Stay warm.

The next question is from Chuck Grom with Gordon Haskett. Please go ahead.

Hey, thanks. Great quarter. My question is on self-checkout. I just wondering if you could speak to how it's helping from a labor perspective? How it's helping from a sales throughput perspective, particularly during the months of November and then also from a customer engagement perspective?

Yes. It's a great question, Chuck. And obviously, the fact that we added 100 more in Q3 when we only opened 52 new stores. Look, I think that we always knew it would have a labor component to it but it's really the efficiency for the customers in Q4 specifically where the benefit is. And look, many of you that have been following us for a long time, we've talked about the lines we have in our stores at Q4. And I think last year was a huge unlock for us that ACO really honestly eliminates those lines and that's probably adds to the satisfaction level that the customers have and it certainly helps us on the labor side because we kind of always have open nine registers. Now look, we call it ACO for a reason, assisted self-checkout because, look, there are some customers that just want help checking out and we lean in hard to help them. It's really easy. We're not a grocery store where the items in a basket. And I think what we landed on is really the answer for Five Below and you should expect to see us continue to grow the percentage of stores that have ACO.

Great, thank you.

Hey, thanks, Chuck.

The next question is from Karen Short with Barclays. Please go ahead.

Hi, thanks very much and great quarter.

Thank you, Karen.

I just want to ask a little bit about freight. Can you just give me some -- give us some color in terms of where you're contracted even through 2023? And then maybe some color on what the '22 contracted rate is versus '21 and what the '23 rate is versus '22? And I guess the follow-on to that is, what would that mean generally for pricing architecture in terms of raising prices, obviously, in light of the recent announcement of another competitor raising prices across the board?

Look, hopefully, you can understand, Karen, for competitive reasons, I can't get into the specifics on the rate. But I can tell you, we continue to not play in the spot market. It's a very small percentage of our freight that goes through the spot market. The teams have always been proactive on locking in rates. I mean, we had this year's rates locked in even before 2021 started. And I think the biggest change we've made is we've locked in for a multiyear. And so while the rate is going up, I can tell you that certainly what we hear from the industry we're well below what the industry is paying for. And look, part of that -- I talked a little bit earlier about scale and this is an advantage of us growing at such rapid rates. These carriers got to be careful of excluding us because at some point in time, it's going to level back off and they want us as a customer. And so they have been great partners, one of the best. They've hit their commitments to us. We're getting the freight. We expected hasn't been easy but it's been a good year working through a really tight situation there. But that hopefully gives you some color commentary on freight. And you can tell by the results, Ken?

Yes. Karen, the other thing too, is -- and I think I mentioned it on the -- our second quarter call that we had expected the impact of these freight net to be just in the tens of basis points because there are some other things we're doing along with what Joel mentioned in terms of locking up rates, getting those come in is going out a little bit longer term and getting favorable rates given our scale. There's other things we're doing internally here, starting looking at a truck fleet, some pallet and truck efficiency. And let's not forget about the distribution centers. We mentioned that we opened another one in the quarter in Arizona, another one coming on in Indiana next year. That helps to reduce the stem miles to the stores. I know that's not inbound freight but that's another freight cost nonetheless that comes into cost of goods sold that we're going to be able to manage even better now given our centers are closer to our stores.

Great, thank you.

Thanks, Karen.

The next question is from Brian Nagel with Oppenheimer. Please go ahead.

Hi, good afternoon. Congrats on the great quarter.

Thanks, Brian.

A question just with respect to the start of the holiday decision, particularly Black Friday. So the comments you made, it sounded like you're very pleased with the performance in your stores on Black Friday. We're hearing from many other sources that Black Friday across retail was rather disappointing. So I guess maybe as we think about the Five Below business model, the one that used to feed off traffic of other retailers. It's just further indication that Five Below is generating it's own traffic and likely better than that of other retailers. And then, the second question was on pilot in is how do we put together the comments -- the very upbeat comments you made towards the start of the fourth quarter, the holiday season and then the guide for 2% to 4% comp which would be assumed some type of step down from the performance you had in Q3.

Yes. Thanks, Brian. Look, as it relates to Black Friday, we were very pleased. I can't comment on other retailers. But I think it continues to go back to honestly, the first question I outlined with Matt on the multiple levers we have to drive growth. And Black Friday, specifically, we had squishmallows out there early Friday morning and that was a traffic driver for us. But that's all about one day. I think in general, the start to fourth quarter, we're pleased with which leads to your second question. And look, it's really hard to understand this quarter given what we're going to be up against in January. So just let me remind what Ken said in his prepared remarks, we do expect the all-important nine weeks to be higher than that two to four guide we gave you. And then I think the -- you think about last year, I think we came in the nine weeks at about 10% and then we finished the quarter at almost 14%. So it just shows you what an impact that stimulus had, we will get through that over the few weeks of January. So if that's not a big -- as big a headwind as we expect and the number will be higher. And then the last one, Brian, is just trying to understand there's a lot of noise out there about pull forward and it remains to be seen in the next four weeks, how much is pull forward. If it's not as much pull forward and we are driving our own traffic, I think we'll be pleasantly surprised on the quarter. But I think, look, having a 2-year stack that is averaging 9% annually, it's 18% 2-year stack is a pretty amazing fourth quarter for us. And then, the last thing I'd remind you, Brian, if you look at it in dollars rather than percent, the Q4 growth year over -- you have to go back to 2019 because Q1 to do versus 2020. But our 2021 growth over '19 on an average store basis is going to be about 300,000 and the guide there represents about 75,000. So the quarters on a dollar basis are about the same, Brian. It's just not the same as percentages because you're talking about a much bigger number. So hopefully, that helps give you some color commentary on how we thought about the quarter.

Very helpful, I appreciate it. Thank you.

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

Hi guys, good afternoon. I wanted to just follow up on the Q4 gross margin. So it looks like based upon the guidance that the margin is probably going to be, I don't know, 100 to 150 basis points below what your sort of normal Q4 gross margin would be sort of thinking back historically. I think maybe about 1/3 of that is the shift. So the rest of that, is that just -- is that the freight -- is that the additional freight pressure? And then looking out into 2022 and I know it's still a little early here but just curious as to how you are thinking about the sustainability of the margin from the current year level and the puts and takes on that?

Thanks, Ed. On Q4, I guess one way to look at and to answer your question, I called out -- we expect about 125 basis points of deleverage in total operating margin in Q4. The overwhelming majority of that is going to come in SG&A. So a small percentage will be in gross margin for Q4. And really, the entire amount of that is that shift in inventory receipts and those additional distribution center handling costs that we're going to incur in Q4. So that's really what the driver is in Q4 and kind of the breakdown between gross margin and SG&A in terms of the deleverage. Going forward in terms of our operating margin percentages, I mean, that's something obviously we're going to get into as we get further on and we get to our fourth quarter call and we talk about the -- our guidance for '22. There's going to be some puts and takes in next year. Obviously, the freight cost piece that we've spoken about towards the end of this year, that could have an impact in the beginning quarters of next year. But again, we still have a ways to go. We'd like to get through the holiday season first and we'll take a deep dive into next year and be able to lay that out on our fourth quarter call.

Just give us a little more time on that, Ed.

Okay, sounds good.

Yes, thank you.

The next question is from Scott Mushkin with R5 Capital. Please go ahead.

Hey guys, thanks for taking my question. So it's been be a little bit of a soft ball here. But looking like -- kind of stepping back at what you guys just put up was just tremendous numbers. If you look at other companies, they're struggling from labor issues, they're struggling from freight issues, there's massive in-stock problems. We got a competitor changing the multi-price points and other things. What makes Five Below so much different than a lot of the other companies that you are kind of similar to you guys, if you had to summarize it.

I always like softball questions, Scott. So look, Look, I might be a little broken record, I'm not so sure on this call yet but I said to you guys before. I think what's winning in retail today the successful retailers today need to offer either a differentiated shopping experience or they got to be in the value space. I believe we offer both to drive traffic. There is no other national retail out there that is specifically targeting teens and tweens and kids and Toys "R" Us went out three years ago. And we do it with a great shopping experience and it's all about value. So I think that's number one. And the second one, as long as I'm here, we're going to keep investing for the future. And so we're keeping the stores remodeled. We're currently updating the prototype. We're continuing to innovate. We talked about ACO a few questions ago. And so you put all those together, Scott, in the cohesive offering and the customer is noticing it. And so it's amazing shop with great value but that's what I would tell you has really kind of been difference. And then you layer in one last thing I'd tell you is what's different from -- it's hard to believe only five years ago, our total sales for the year was $1 billion. We just guided to you that we're going to do $1 billion in one quarter. So we're at that tipping point of having scale and that scale benefit certainly has helped us in the headwinds against supply chain. It's helped us really continue to reinvest in product and every other tailwind is just get signified for the positive. So a little bit of a long-winded answer there, Scott but I just summarize that, you put all this together and that's the key differentiation for us.

I mean from my perspective, a lot of bigger companies are having much more challenges -- many more challenges than you guys have. So you're obviously executing at a higher level. So that's -- congratulations to the team there. Everyone down below, too.

I appreciate that. Thank you for all those listening in, I'm sure they appreciate your comments on that. And we pride ourselves on people. We spend a lot of time talking about culture. And I think it really has made a difference. We've seen very low turnover in the last two years. So that continuity also helps as we continue to execute at a very high level but appreciate the kind words, Scott and hopefully, that gives you some insight into how we see the business.

Thanks very much.

You bet.

The next question is from Jeremy Hamblin with Craig-Hallum Capital Group. Please go ahead.

Thanks. I'll add my congratulations. I wanted to ask a couple of questions here on Five Beyond. I think you mentioned you're at 30% of your stores today with the dedicated section. I wanted to get a sense for your time frame that you would expect to complete that in all stores? And then secondly is, can you give us a sense at this point in time on the AUV lift that you get on the stores that have five Beyond versus the rest of the chain?

Yes. Thanks, Jeremy. And certainly, I appreciate answering any questions on Five Beyond. And I think it's an area that we owe all of you some deeper dive on next year to give you some bigger color commentary on where we're going with it and how fast we will convert the chain. I will tell you that we're extremely bullish about Five Beyond. It's in about 30% of the chain today. It will be in roughly about half the chain at the end of next year. Now, the one thing I will tell you is, look, we've got a lot of feedback from the customers as we pivoted from playing defense to playing offense. If you remember, a few years ago, we called it Ten Below. And to me, that's an example of playing defense. It was just about raising prices. This is about driving and delivering value. And so what we're not going to do is rapidly expand Five Beyond in our non-Five Beyond prototype. It was very important to our customers that we keep it separate and segregated from the main business. So for all of you that walked in a Five Beyond store and a non-Five Beyond, there are certain times of the year namely holiday, where we've made an exception and deliver Five Beyond upfront. But other times, it's -- we're only going to have Five Beyond if we can develop it in a prototype or remodel a store and put it in the back. So hopefully, that gives you some of that. And Jeremy, we will certainly give you some more outlook on the long term as we get to our fourth quarter call.

All right, thank you.

Thank you.

Excuse me. The next question is from Anthony Chukumba with Loop Capital Markets. Please go ahead.

Thank you so much for taking my questions. Congrats as well. Just wanted to get a little bit more color on the write-down of the equity investments. I don't mean to nitpick. I mean it was obviously a great quarter. But just wanted to get more color on that, including what that would have been on an after-tax basis because -- you can make the argument that you should have excluded that and then you would have beat consensus by even more?

Yes. No, look, it's a good question. And as we look at all our investments and with the pandemic and some that just weren't performing at that rate, that's what drove the noncash write-down. And it largely is behind us and we will look forward going forward but it's all noncash below the line there. I don't know, Ken, anything to add on that?

Yes, I think, Anthony, you asked about the tax side of it. I mean based on the nature of the write-down, it did not have a -- your typical tax benefit from a deductibility standpoint. So the amount that was written down, that's in -- above taxes. Basically, that full amount flow through down to EPS.

Got it, that's helpful. Thank you.

You bet, thanks. Thanks, Anthony.

This concludes our question-and-answer session. I would like to turn the conference back over to Joel Anderson for closing remarks.

Thank you, operator and thank you, everyone, for joining us today. I'll just stand by telling and reinforcing a lot that was said on the call, this was truly an exceptional quarter for Five Below from both a results perspective as well as, honestly, making progress against our strategic priorities. We will continue to listen to our customers as we kind of source fresh, unbelievable and new products at extreme value. And we believe that will deliver an incredible holiday for us. I want to finish by also saying we have really pride ourselves in what we're doing to get back to the communities through our annual toys for Tots Fundraiser, as an example, we're expecting to raise over $2 million this year. So, an important part of who we are and what we stand for. And so on that note, look, I wish you all a safe, happy and healthy holiday season and encourage you to shop Five Below. We'll look forward to speaking with you all again in 2022 at the ICR Conference. Thank you and have a great night.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.