Christiane Pelz - Investor Relations Joel Anderson - President and Chief Executive Officer Ken Bull - Chief Financial Officer and Treasurer.

John Heinbockel - Guggenheim Securities Michael Goldsmith - UBS Sean Kras - Barclays Paul Trussell - Deutsche Bank Edward Kelly - Credit Suisse Dan Binder - Jefferies Alvin Concepcion - Citi Vincent Sinisi - Morgan Stanley Alan Rifkin - BTIG Brad Thomas - KeyBanc Capital Markets Stephen Tanal - Goldman Sachs John Steger - Buckingham Research Group Scot Ciccarelli - RBC Capital Markets Jeremy Hamblin - Dougherty & Company Patrick McKeever - MKM Partners.

Good day and welcome to the Five Below Third Quarter Earnings Conference Call. As a reminder, today’s conference is being recorded. At this time, I would like to turn the conference over to Christiane Pelz. Please go ahead..

Thank you, operator. Good afternoon, everyone and thanks for joining us today for Five Below’s third quarter 2016 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 press release in Five Below’s 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 earnings call. We are pleased that we delivered Q3 earnings per share of $0.10 at the high end of our guidance range and a 25% increase versus Q3 last year. Total sales grew 18% to nearly $200 million, with new stores continuing to deliver strong performance.

During the quarter, we opened 26 new stores, including 7 new stores in the state of Texas, which now has as many as our home state of Pennsylvania. Additionally, we entered the state of Minnesota, which is our 31st state.

As I mentioned on our last call, in September, we hit an important milestone, opening our 500th store, just outside of Allentown, Pennsylvania. We ended the quarter with 517 total stores, an increase of 19% versus Q3 last year. And the class of 2016 is generating very strong productivity as you can see reflected in our sales performance.

In the first week of November which is Q4, we opened 2 more stores in the Philly Metro area. While this is one of our oldest markets, it still has opportunity for further densification. We have now completed our 2016 new store plans.

Moving to comps, as we noted last quarter, our plan assumed a sequential deceleration in our Q3 comp performance as we anniversaried a very strong 4.8% comp driven by strong licenses like Shopkins and Minions and other trend items such as selfie stick.

In addition to being up against this challenging comparison, we were impacted by the uncertainty and consumer distraction leading up to the election. This hurt us in October and early November. But the good news is we have seen business improve post election and I feel good about our Q4 and full year outlook.

On the merchandising front, while licenses and trends were less pronounced for us in Q3, many of those we previously mentioned continued to contribute to our results. And in addition to those, the team continues to create a fresh, fun and exciting assortment, all at incredible values for the Five Below customer.

In Q3, Room was a strong world for us with several hot décor items and we saw strength across our tech assortment. Moving to our digital and marketing strategies, on the digital side, we are pleased with the Q3 launch of our e-commerce site. Our customers have enjoyed the convenience of having access to Five Below’s value online.

As previously mentioned, we launched with a very limited assortment and they are now focused on adding SKUs and features and working to ensure our first holiday online goes smoothly. As I have said several times, we have and will continue to approach e-commerce with pace and diligence.

With regards to marketing, as you know, we are constantly testing and learning with new campaigns and calls to action that utilize different channels as we strive to be more relevant and effective with our marketing messages.

In Q3, we tested several promotions to understand their potential future impact and you should expect to see us continue to test promotions and marketing channels as we work to optimize our mix.

As I have previously discussed, one of our test and learn successes over the past couple of years has been TV in Q4, which is a good segue into our holiday positioning for this year. We are now 1 month into the fourth quarter and I feel good about our start.

Our new TV ad campaign just started running over the past 2 weeks and we have already seen the customer begin to respond. We believe TV will play a very important role for us in Q4 as evidenced by the results of our two successful Q4 TV tests in 2015 and ‘14, which we believe have shown TV is a proven and important Q4 traffic driver for us.

In Q4 this year, we look forward to connecting with more customers and further building our brand awareness through the expanded reach of our TV campaign. Our ad is being shown in roughly 40% of the chain versus 25% last year.

With respect to Q4 merchandise, our merchants and product development team have created a very strong and compelling holiday assortment. As you saw on our Black Friday ad, this assortment included items at incredible value, like a Bluetooth wrap headset, a sewing machine and amazing pillows and blankets for $5 or below.

These are just a few examples of how our increasing scale provides the Five Below value proposition for our customer. We have also assembled a great collection of a emoji-related product, all priced from $1 to $5. In addition to executing on merchandising and marketing, our other long-term strategic priorities remain intact.

Key among these priorities remains new store growth. I cannot emphasize enough the attractiveness of the opportunities we continue to see with regards to store growth. It remains our number one priority as we are only a quarter of the way to our 2,000 plus store potential. In fact, the class of 2016 is currently tracking to be our strongest class ever.

It is important to remember that 85% of our top line growth continues to come from new store growth and this remains one of the core drivers of our planned 20% annual sales growth until 2020.

The team has been working on our 2017 class, including our entry into California and we expect to open our initial wave of stores in Southern California in the first half of the year. We will update you further on our 2017 store growth plans on the fourth quarter call.

Let me conclude by saying with the election behind us, we are pleased with the more positive business trends that we are seeing and we believe this provides nice momentum heading into the big holiday weeks of December.

We believe that we are well-positioned for our customers, with the compelling assortments of gifts and stocking stuffers at extraordinary values, all of which are being highlighted in our Q4 marketing campaign.

We have seen how TV has worked for us during the holiday quarter and we are excited to feature Five Below as the destination for incredible holiday deals. Given our year-to-date financial performance and our confidence in our holiday outlook, we are raising the low end and reiterating the high end of our sales and earnings guidance for 2016.

For 2016, I also want to reiterate our long-term goals, the 20% top line growth and 20% net income growth until 2020. And with that, I will turn it over to Ken.

Ken?.

Thanks, Joel and good afternoon everyone. I will begin my remarks with the review of our third quarter results and then discuss our outlook for the fourth quarter and the full year. Our sales in the third quarter of 2016 were $199.5 million, up 17.6% from $169.7 million reported in the third quarter of 2015.

We ended the quarter with 517 stores, an increase of 83 net new stores or 19%, versus the 434 stores at the end of the third quarter of 2015. Comparable sales decreased by two-tenths of a percent for the third quarter of fiscal 2016 as compared to a 4.8% comp increase in the third quarter of 2015.

This comp decrease was driven primarily by a decrease in comp transactions. Gross profit increased 21.3% to $64 million from the $52.8 million reported in the third quarter of fiscal 2015.

Gross margin increased by approximately 100 basis points to 32.1%, due primarily to lower freight rates and leverage from our new distribution center that we opened in the second quarter of 2015.

As a percentage of sales, SG&A for the third quarter of fiscal 2016 increased approximately 80 basis points to 27.8% from 27% in the third quarter of fiscal 2015, due primarily to the de-leverage of fixed expenses associated with the lower comp as well as costs related to our e-commerce launch in 2017 entry into California.

Our operating income increased 23.4% to $8.6 million or 4.3% of sales from $7 million or 4.1% of sales in the third quarter of last year. Our effective tax rate for the third quarter of 2016 was 37.4% compared to 38.2% in the third quarter of 2015.

Net income increased 25.6% to $5.4 million or $0.10 per diluted share from $4.3 million or $0.08 per diluted share last year. We ended the third quarter of fiscal 2016 with $63 million in cash, cash equivalents and short-term investments and no debt.

Inventory at the end of the third quarter was $228.2 million as compared to $213.6 million at the end of the third quarter last year. Average per store inventory at the end of the third quarter of fiscal 2016 decreased approximately 10% as compared to the end of the third quarter last year.

This decrease was driven by the timing of domestic receipts and lower in-transit inventory due to lower penetration of direct imported goods. We expect lower penetration of direct imported goods in Q4 as well and we expect to end the year relatively flat to our import penetration last year of approximately 33%.

Now, I would like to turn to our guidance. For the fourth quarter ending January 28, 2017, sales are expected to be between $391 million to $397 million with five net new stores and we are forecasting a Q4 comp sales increase of 2% to 3%.

Net income is expected to be in the range of $49.2 million to $50.6 million, with diluted earnings per share for the fourth quarter of fiscal 2016 expected to be $0.89 to $0.92. For the full year of 2016, we are raising the low end and reiterating the high end of our previously provided sales and earnings outlook.

Sales are expected to increase 21% and net income is expected to increase 24% to 26%. Our forecast of sales range is $1.003 billion to $1.009 billion with the comparable store sales increase of 2.3% to 2.7%.

In 2016, we expect to end the year with the store count of 522, an increase of approximately 19% as compared to our 2015 ending store count of 437. For the full year, we continue to expect operating margins to be up slightly versus 2015, driven by improvements in gross margin with modest de-leverage in SG&A.

As a reminder, our guidance takes into consideration benefits from our 2015 investment as well as costs associated with our launch of e-commerce and our 2017 entry into California.

We continue to expect a full year effective tax rate of approximately 37.5% and net income is expected to be in the range of $71.3 million to $72.7 million, with diluted earnings per share in the range of $1.29 to $1.32.

With respect to CapEx, we plan to spend in total approximately $38 million in 2016, reflecting the opening of 85 net new stores, investing in distribution centers and corporate infrastructure, including systems. For all other details related to our results and guidance, please refer to our earnings press release.

And with that, I would like to turn the call back over to Joel to provide some closing comments before we open it up for questions.

Joel?.

Thank you, Ken. So in summary, we are very pleased to have delivered EPS at the high end of our guidance range in Q3. We have built on our track record of strong new store performance, expanding operating margins and increased earnings per share by 25% for the quarter despite being up against a strong third quarter last year.

With the election behind us and the improvements we have seen in post-election business trends, we deeply feel good about our Q4 and full year outlook. As you know, the upcoming holiday weeks are the most important for us at Five Below and our teams have been preparing all year and are ready for them.

We have a fantastic assortment of products at incredible values and a compelling holiday TV campaign that will touch 40% of our store base. We will be driving home the message to new and existing customers alike that Five Below is the destination for their stocking stuffers and gifting needs for this holiday season.

I also want to stop and thank all of our associates for their hard work throughout this year. And with that, I will turn it over to the operator for questions.

Operator?.

Thank you. [Operator Instructions] And we will go to our first question from John Heinbockel with Guggenheim Securities..

So Joel obviously, you are going to broaden out the TV effort this year, what are the thoughts in terms of frequency of impressions, you are going to advertise or market more frequently.

And then if you look at your e-mail database this year versus last year, so how does that look and will the frequency of touches in that mode, will that increase significantly from a year ago?.

Yes. Thanks John. Yes. No surprise, we are going to expand it. I think I alluded to in Q2 that as far as TV goes for Q4, we really passed the test and learn phase and we are now in kind of the rollout phase for it. We look at TV core market-by-market.

And when we reach a penetration that we feel is – has enough density of stores, then we can start to bring TV to that market. So obviously this year, we are taking it up, as I have shared with you on the prepared remarks from 25% to 40%. You should also expect us to slightly dial up the frequency.

And that will not be the same necessarily market-by-market, but overall, it should be higher than it was last year. And then, the e-mail database is definitely higher than last year. Our store teams do a great job of interacting with the customers, gathering e-mails and we continue to build that e-mail database.

And I would expect relative frequency to be pretty much in line with where it was last year, although it might have a little bit different cadence..

Okay, thank you..

Yes. Thanks, John..

And we will go now to Michael Lasser with UBS..

Good afternoon. It’s Michael Goldsmith on for Michael Lasser. Thanks a lot for taking my question. Your fourth quarter guidance supplies an acceleration of sales trend, what gives you confidence that the comp can get back to that low single-digit range that you have been in the past and did you see anything in the past several weeks to support this.

And then also, can you frame how trends have improved post the election?.

Yes. I mean obviously, the two big things that give us confidence is the election was a one-time event and we clearly have seen a difference in our customer trends pre-election versus post-election. So that largely puts the election ring-fenced kind of around the October timeframe and early November and we have seen it improved since then.

And then secondly to the question I was just answering to John a second ago, we are expanding TV. TV has proven to be very successful for us to expand our reach. And then the third one I would add is, I think the product looks amazing this year. And Michael and the merchant team – remember last year was Michael’s first year with us.

Now he is in the second year. We have much more tenure amongst our merchants and so the product assortment just gets better and better. So really, I would point to those three things. And obviously, you can tell by our guidance that we believe business has improved..

Thanks so much and good luck in the fourth quarter..

Thank you. Appreciate it..

And we will go next to Sean Kras with Barclays..

Hey, guys. Thanks for taking my question.

Can you discuss Black Friday weekend and how it compared to your expectations and also last year?.

Well, as you know, we try not to break out the quarter and certainly then get into the dates. But we have got one month behind us in the fourth quarter. And as I said, we feel good about how the quarter started out for us. I think when you look at the whole period of Black Friday, we felt very comfortable with the sales we saw during that time period.

And as we head into December here, it sets us up for a good fourth quarter..

Thanks, Joel..

You bet..

We will go next to Paul Trussell with Deutsche Bank..

Good afternoon, Joel. Certainly, a lot of focus on the 4Q guide and I think part of the reason is just – if you can maybe help us better understand what happened in the third quarter. You listed a number of headwinds on the product front as well as the election, but most of that was known.

So, maybe you can walk us through where the miss was versus your outlook in 3Q and how we should therefore kind of think about what you set for 4Q in the up 2% to 3%?.

Yes. Certainly, there, it was largely around the election. I mean, we have all said the hurricane. There was Halloween shift. But I think when we gave guidance last time we didn’t forecast the election impact to be as great as it was.

And clearly, when we look at the quarter, it was really October where we saw the biggest deceleration from what we had previously planned.

Ken, anything to add?.

No, I think you hit it. And the other piece is just, again, Paul in our guidance, we would obviously assume the deceleration in comps for the entire quarter. And then to Joel’s point, we saw that impact of the election late in the quarter, then some other things later in the quarter are smaller impact around hurricane and Halloween shift..

Thank you..

Yes..

We will go to Edward Kelly with Credit Suisse..

Yes, hi guys. Good afternoon. So, just a quick follow-up on Q4, I guess.

As we think about what you have seen so far within the quarter, is it safe to say that you are within that 2% to 3% range at this point? And then you mentioned that the product looks amazing for the fourth quarter, I was just hoping, could you provide some insight around the merchandising this holiday, what you are excited about more specifically.

I think there has been some concerns just about licensing there as I think some of the licensed product this quarter as well.

So, any color that you could provide to help us get a better sense as to how you are going to have another good holiday season?.

Yes. I think the – starting with the products and I would go back to what I reiterated in some of my prepared comments, if you look at the Black Friday ad that we just completed, Bluetooth wrap headphones for $5 is amazing, the sewing machine, $5. You are going to see in this weekend that half the front page, all around the theme of Bluetooth.

So, it’s just a great example as this brand continues to get bigger. Our scale and buying power gets stronger. And we continue to wow the customer with new items, new products. And starting with what we saw with Black Friday and then continuing with what we got planned for this weekend and all of the other weekends is really going to wow the customer.

I think you have got to put that together with TV and we have really found a nice combination here. As Michael and the team sources and delivers amazing product, our marketeers led by David have put together great ads that are in weekly and we will bring that to life on TV.

And probably the – you talked about trends, trends in our business change every year. And probably, the trend that’s emerging the most this year is emoji. When you walk in our store now in and there is 16, 19 feed of emoji-related products. And last year, that wasn’t there. Six months ago, that wasn’t there.

So, this business continues to ebb and flow and some worlds are big 1 year and a different world in another year. So, really as we go onto Q4 here, our tech business is doing well and trends like emoji-related products are doing great.

So, those would be probably the two biggest call-outs I would give for you to – give us confidence in how we have guided for Q4 here..

Yes..

Alright, thank you..

And we will go now to Dan Binder with Jefferies..

Thanks. It’s Dan Binder. I had a question on ticket. I wonder if you can give a little bit of color on how ticket looked in the quarter.

And to the extent that obviously the store has got a relatively narrow price range, I am just curious when you look at the composition of $1 items versus $5 items year-over-year, do you see a bigger mix of the higher ticket items for Q4 versus last year? And what do you see in the performance at the different price levels?.

Yes, thanks, Dan. On the price levels – and then Ken you can add some more color on ticket. Year-over-year, we are relatively flat with what was $5 percent this year is the same as last year and $1 is the same relative to last year as well.

And Ken, anything else?.

Yes. And then Dan, the components of comp within Q3, we have mentioned transactions was obviously the kind of key driver in the decrease in comp transactions in Q3, which obviously implies given where we landed an increase in average ticket on an overall basis in Q3..

Great, thank you..

Thanks, Dan..

Thanks, Dan..

And we will go to Alvin Concepcion with Citi..

Thanks for taking my question. Just a follow-up on the comp trend, you mentioned November, you saw in the post-election bomb.

Just curious what gives you confidence that will hold more so to the extent that you think that was a pull forward of demand rather than just pent-up demand? And follow-up to that is, do you have any general observations on the consumer? I think many have been affected by healthcare and rent expenses, so just curious your take on that?.

Yes, I am not sure we are big enough to be foreshadowing the overall consumer of the United States. I think our customers always gravitate the Five Below in both good times and bad times. And so clearly, I would say the consumers have probably been more discerning than ever and Five Below is a place that they look to for value.

And certainly, as we get into Q4 here, it’s a great stocking stuffer, gift-giving. And as I alluded to in some of the earlier questions, our product looks better than it ever has since I got here, and we are adding TV in. And we continue to differentiate the experience that our customer experiences in the store.

Our customer satisfaction scores are the highest they have ever been. And I think you couple all those together out and then it really leads to the confidence we have coming in here to the start of December..

Got it.

And sort of your confidence that before it isn’t just a pull forward in demand and sort of just pent-up demand after the election?.

Yes. I mean, it’s only been a couple of weeks since the election. And clearly, we need more time to really answer that question. But we haven’t seen any signs that it was – it’s just a pent-up demand, pull forward.

We just really notice that a shift in our trends from pre-election and all the things I just alluded to you are more tailwinds for us than headwinds. And clearly, if I am wrong and it was, then things will go back. But we haven’t seen any sign to allude to that..

Great. Thank you very much..

Thank you..

And we will now go to Vincent Sinisi with Morgan Stanley..

Hi, great. Thanks very much for taking my question guys.

Just to go back, unless I might have missed it before to Ed’s question, just to clarify, did you say whether or not you are currently in the fourth quarter comp range today and also just on the holiday, when you are seeing kind of the expanded and kind of still early in the season results from the TV ads, any further thoughts on kind of the makeup of ad mediums and spend for more of kind of a longer term basis, that would be great?.

No, I didn’t say nor have I ever said – as we give guidance for the quarter, as we give you the guidance for the overall quarter and how we shake it up, we look at shifts in holidays, we look at shifts in days.

But as we look at our plan, we are on plan for the month of November and we put that plan altogether and it leads us to the guidance range that we gave you. And I think you look at the history of the last 2 years here that Ken and I have been together, within the range every quarter of our sales and have been at the top end or above on our earnings.

So I think there is good consistency there and how we think about the business. And I think it’s important we deliver this business quarter-by-quarter, if not year-by-year and really not focus week-by-week.

And then the second part of your question was what?.

Yes.

Joel, just on kind of what you are seeing with the expanded TV ads and if there is any kind of thought at this point to how your advertising budget and mediums might change as we go forward?.

Yes. I mean we will certainly next year kind of give you a broad outlook on the plans for ‘17. And so we really don’t want to speculate too much on that other than say, as I said a number of times, we are continuing to build out our mix of marketing so there is a balance between digital and circulars.

You go back 1.5 years ago and we pulled back too far on this, on the circular side. And I think we are pretty forthright in that and said we needed to add some of those back. So we get to the all important fourth quarter. We believe summer. We believe Easter. Those are really important times for Five Below and circular plays a role.

So I think you are going to continue to see us grow digital while maintaining a balance with our paper circulars as we have done in the past..

That’s helpful. Great. Thanks very much. Good luck guys..

Yes. Thank you..

And we will go to Alan Rifkin with BTIG..

Thank you very much.

Joel, in trying to gauge the effectiveness of TV advertising on your revenues, can you talk about how the stores that are now in the third year of the TV compared to the stores that TV tests that’s first started last year versus the stores where TV tests for the first time were added this year, how do those sales trends between those three classes of stores differ?.

Alan, I can’t comment on the third year because it hasn’t happened yet, so it’s something we will have to look at next year or after the quarter is done. I will share with you that our TV markets last year that were in the second year performed nicely, nearly as nice as our TV markets that were in the first year.

So we don’t have any third year looks at it yet. And we will know that as we finish up the quarter. But at least for the 1 year and 2 years store markets, it was – we are pleased with the results..

But are the stores where the TV test was first started in ‘14 outperforming at least the stores where the TV test was first commenced in ‘15?.

If you are looking at the 2 years combined, yes. I am not – I can’t speculate on ‘16 yet. It just – we just haven’t had it yet, yes..

Sure, okay. Thank you..

You bet. Thanks Alan..

And we will go to Brad Thomas with KeyBanc Capital Markets..

Yes. Hi. Thank you for taking the question.

I want to follow-up on e-commerce, I know that it still feels like the top of the first inning here, but Joel especially considering your background, was wondering if you could give us your latest thoughts on the role that e-commerce may play for Five Below in the years ahead?.

Yes. Thanks. We are really pleased with this, our first start in the e-commerce. As I shared in the last call, we opened with a very soft launch, a few hundred SKUs. And we – the team did a great job getting it out the door quickly. It was not a huge drag on the bottom line at all, which is what you should continue to expect and see from us on this.

We have been working hard this quarter to really expand the assortment, expand some of the features we offer and you should expect to see us continue to do that into ‘17. Having said all that, we believe e-commerce will be important for us long-term. It’s another great channel for our customers to communicate with us.

We are going do new research, engage with the brand and candidly to just expand, expose the brand to other customers who may not know us in the markets we are in. But at the same time, with the price points we are at, our strategy will continue to remain largely focused on convenience, bulk opportunities.

We are fortunately in a position where our current business model works and our new store performance continues to be really strong and so we can go at e-commerce with pace and diligence..

That’s great, helpful. Thanks so much..

Thank you..

And we will go to Stephen Tanal with Goldman Sachs..

Hi, good afternoon guys. Thanks for taking the question. I guess the one thing I just wanted to touch on a bit, relative to the guidance. Obviously, the total sales dollars were at the low end – comps below, but net income, even slightly above the high end.

And I guess, relative to the way you are planning the quarter, what might have helped in, in your favor and I wonder if gross margin may be part of the, but if you can just sort of talk to that and give us some color for whether that might continue and then think about that? Thanks a lot..

Sure. Thanks Stephen. As you probably noticed from our guidance that we put forward for Q3, we had expected relatively flat operating margins and we did slightly better than that. Again, as we have said in the past, we expect to see slight leverage around that, say, 3% comp and I wouldn’t expect to see leverage on a flat comp.

But what we saw there – you saw the de-leverage in SG&A, which was expected, but that was more than offset by some freight leverage given the favorable freight rate comparisons that we had year-over-year in Q3. And we did have some DC leverage again, up against the initial ramp-up of the new distribution center last year..

Got it, okay.

So maybe freight was a bit better than you might have thought and does that shipping rate [Technical Difficulty] than fuel obviously, unless I am wrong and do you think that could continue for a little while here or what’s your sense of how that all has to flip?.

Yes. You are right, it was – the freight piece was more around the rate. And given that we are substantially more contracted this year than we were last year, it’s really more of a one quarter impact for us that I see. So as we move into Q4, I wouldn’t expect to see a similar type of leverage in those freight rates year-over-year..

Got it, okay. Thanks a lot..

Thank you..

Thank you..

And we will now go to Kelly Halsor with Buckingham Research Group..

Hi, good afternoon. This is actually John Steger hopping on for Kelly.

I was hoping you could touch a little bit more on the Friends and Family event, if memory serves, it was in late October, was that in response more towards the store traffic headwind that you saw or is that something that we should see going forward annually, biannually and if you could help, that would be great?.

Yes. I think I said – I might have alluded to a little bit in my prepared remarks when I said you should continue to see us, as it relates to marketing, doing several test and learn studies to really continue to figure out how we best can stay top of mind with our customers, build our awareness up.

And so the Friends and Family was one of the tests we did this year. You have seen us test TV for 2, 3 years now we have certainly got it figured out in Q4. We are still testing in Q2.

And I think it’s just one of many ways in which we continue to reach out from a marketing perspective both digitally as well as for our circulars to stay top of mind and drive traffic to our stores. But at this point, it’s not something that we plan and you should expect to see quarterly or something from us..

Excellent. Thanks, guys..

Thank you..

And we will go to Scot Ciccarelli with RBC Capital Markets..

Hi, guys. Scott Ciccarelli. Ken I just want to clarify some of the marketing comments you referenced.

So, are you not expecting gross margin to expand on a year-over-year basis in 4Q?.

Yes, for the fourth quarter. And again, we – Scott, we normally don’t guide down to the gross margin level. I think what we have spoken about in the past and we could continue to see is some leverage on the distribution center as we continue to move forward there, but aside from that, really nothing else we see there from a gross margin perspective..

But you should get the DC leverage but not the freight benefit?.

Correct..

Okay.

And then secondly, does your guidance include an increase in labor costs related to over time rules or are there any changes on that front kind of in delay mode given the recent developments there?.

Yes, our guidance does include that. I think we had said back in the last call, we only have one member of management that salaried in our stores. And so the change wasn’t a large material impact for us regarding that FLSA..

Got it. Alright, thanks a lot guys..

Thank you..

Thanks..

And we will go to Jeremy Hamblin with Dougherty & Company..

Hey, guys. Congratulations on a really good execution despite the soft comp.

Just a follow-up on the Friends and Family, given the timing that, that was run last weekend of the quarter, I think on the October 22, was the timing on that tough, because the election was really heating up at that point? Do you feel like you got the most out of it that you could have? And then the second part of that question is what did it contribute to the comp for the quarter?.

It was not material in terms of comp contribution whatsoever. And we still – I mean, we just generally had a hard time moving footsteps into our store in the back half of the quarter there. And that’s why I have shared with all of you a number of times in the call here that post-election we have seen a shift in consumer behavior since then.

So – and then as it relates to Friends and Family specifically, we have always kind of around the October timeframe done promotions that kind of relates to our birthday as we anniversary that every year in mid-October.

But this was a unique October and it’s nice little as one-time and now that’s behind us and we are focused on December and delivering Q4 for us..

Great. And then just another question little bit related to the labor. In general, there has been a lot of discussion about the overtime work rules.

But as it relates to you guys and you typically pay a little bit above minimum wage, as the economy has improved, as employment has gotten a little bit tighter, how are you seeing that labor market as we head into 2017? Are you finding that you are getting the people that you need? How is turnover relative to what it’s been historically? Is that getting a little bit tougher? Is that going to be a line item that store payroll as we head into next year is a little bit tougher to leverage?.

No, it’s a great question, Jeremy. And there is – you were alluding to two things.

Are you asking about minimum wage or are you asking about FLSA?.

I think just – I think wage pressure in general..

I would agree with you that as the market gets tighter that we will continue to see wage pressure. We have always done a great job of paying slightly above where it’s at, but there has been a lot of pressure on wages. There is a lot of states moving up in minimum wages next year.

And as we give guidance for next year, we will certainly foreshadow that in everything we have done just as we have done this year, but it is a line that we are watching and staying abreast of.

Ken, anything to add?.

Yes, it’s – to your point, it’s something we stay on top of. Obviously, the key for us is getting the best talent out there and being competitive and we continue to be that way.

But if you look at the minimum wage increases that we know at this stage of the game and you look at them longer term, I think we have said it before, probably it has about $0.01 impact on us what we know right now in 2017..

Okay.

And have you seen any noticeable difference in trend on turnover rates?.

No, it’s been relatively flat year-over-year for the turnover perspective. That was some place to work and I think we still continue to attract the associates to come work there. And we have largely a part-time workforce and we will continue to watch that. But so far, I haven’t seen any change in trend..

Great. Thanks for the take in the questions and best of luck for good holiday season..

Yes, hey, thanks very much. And I would also – you are asking a lot about wage and stuff. I tell you we are going into the holiday season and 100% of our stores are – we have zero vacancy at the GM level. So, I think that’s just a great sign that we are still able to attract great talent and we go into the season fully staffed. Thanks, Jeremy..

And we will go next to Patrick McKeever with MKM Partners..

Thanks. Hi, guys. On Joel, you mentioned the 2016 class of stores was the best class ever.

And I was just wondering if you could just share some specifics there in terms of volumes and returns relative to the model?.

Yes. I think it’s too early to – we have to get through the holiday here to kind of put the specifics around the model in that. But as we are going into the holiday, this class has performed at the highest we have seen of any other class at this point going into it.

And obviously, if that continues to go through the holiday, then we will have delivered our strongest class to-date. I think the bigger reason I shared that comment with all of you is we can get fixated on the comps and I think you are going to continue to see volatility in comps from quarter-to-quarter.

But we control 85% of our growth annually and it’s coming in the form of new stores. And so therefore it’s important that we continue to share with all of you how we are doing with new stores. And the class of ‘16 is proving out to be no exception to what we have seen for the last many, many years.

But certainly, as we get through the holiday, we will have more clarity on that..

And then on the – just let’s say the 2 weeks before Christmas, which are your busiest days. I know the stores tend to be really jammed, long lines I mean you would probably lose some customers that don’t want to wait.

Is there any different plan this year versus last year in terms of dealing with those super high volume days?.

Yes. I am expecting you, Patrick and everyone on this call to come work in the stores for us. So, we will take all the help we can get. So, you know what, we got a great plan. We – all joking aside, we get huddled up every October with all our general managers and put a game plan in place for this year.

Those last 2 weeks are the busiest and we do our best to process as many customers as possible and we are doing some new things this year to improve our efficiency. And I think we’ve spent several days with all the GMs and them huddling up with their associates on how to execute those plans.

And our stores are better prepared this year than they were last year and they are better last year than the year before. So, it’s a fun time in our stores. It’s busy and crazy in there, but we just got to process our guests as quickly as we can. And I think the plan we have in place is really a good one..

Great, thank you..

Thanks, Patrick..

Thanks, Patrick..

It appears there are no further questions at this time. I would now turn the call back to Joel Anderson for any additional or closing remarks..

Thank you, operator. And you know what, thanks everybody for joining us today. I wish you all happy holidays. We have got a great plan in place and then we look forward to speaking with you again on our fourth quarter call. So, we will talk to you in ‘17 and thanks for the continued support at Five Below. Thanks, everybody..

And ladies and gentlemen, that does conclude today’s conference call. Thank you for your participation..