Welcome to Bed Bath & Beyond's Fiscal 2021 Fourth Quarter Earnings Conference Call. My name is John. I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note the conference is being recorded. I will now turn the call over to Susie Kim, Head of Investor Relations.

Thank you, and good morning, everyone. Welcome to our fiscal 2021 fourth quarter earnings call. Joining us today are Mark Tritton, our President and CEO; and Gustavo Arnal, our Chief Financial Officer. Before we begin, let me remind you that our fiscal 2021 fourth quarter earnings release and slide presentation can be found in the Investor Relations section of our website at bedbathandbeyond.com and as an exhibit to our related Form 8-K. This conference call and the slides we refer to may contain forward-looking statements including statements about or references to our outlook regarding the company's performance, our internal models and our long-term objectives. All such statements are subject to risks and uncertainties that could cause actual results to differ materially from what we say during the call today. Please refer to our most recent periodic SEC filings for more detail on these risks and uncertainties including the risk section in our Annual Report on Form 10-K and our quarterly reports on Form 10-Q. The company undertakes no obligation to update or revise any forward-looking statements. Additionally, the information we will discuss today contains certain financial measures that exclude amounts or are subject to adjustments that have the effect of excluding amounts that are included in the most directly comparable measure prepared in accordance with generally accepted accounting principles. For a reconciliation to the most comparable measures presented in accordance with GAAP, please refer to the table in our earnings release available on our website and included as an exhibit to our Form 8-K filed today. It is now my pleasure to turn the call over to Mark.

Thank you, Susie, and good morning, everyone. As we closed the first year of our comprehensive transformation, we're disappointed that our near-term results demonstrated a dislocation between our short-term operations versus our long-term strategy. Sales and gross margin during the fourth quarter did not reflect our team's hard work and execution against our long-term transformational efforts. Our business has been impacted by extraordinary macroeconomic factors, such as the derailing of the global supply chain, continued disruption from the Omicron variant, unprecedented inflation, rising interest rates and a turbulent geopolitical landscape, which have also weighed on consumer confidence. Internally, these factors have exposed more short-term to medium-term vulnerabilities that we did not foresee at this stage of our transformation as we completely rebuild the foundation of our business. There have been operational deficits in our near-term execution. And as we enter fiscal 2022, we are focused on restabilizing our business, while navigating the headwinds that still persist. The core issues remain embedded in pervasive supply chain challenges, which led to fourth quarter comparable sales of minus 12% and adjusted gross margins of 28.8%. Specifically, the lack of available inventory, which impacted us last quarter, has proved to be a continuing impediment. Despite our overall inventory levels, product not available for sale or held at ports and DCs remain at abnormal highs. Sales through the fourth quarter suffered an impact of approximately $175 million, or a high single-digit deficit, as a result of the ongoing lack of in-stock and available-to-sell merchandise in our Bed Bath banner. This level of pressure continued towards the end of the quarter and throughout March. For perspective, on a traditional November through January basis used by many of our retail peers, our quarterly comparable sales would have been only down high single-digits. Furthermore, through our own data tracking analysis, industry trends have continued to worsen since February as macro market volatility and overall consumer uncertainty has surged. Our not-available-to-sell inventory remained high at 30% across key categories, compressing our traffic-generating recovery strategies. For example, our initial projections had anticipated recovery in Q4, driven by a return to a more normalized circular strategy. However, major items advertised in our circular were affected by out-of-stocks and therefore were unable to proceed as planned. We will continue to align marketing resources with in-stock availability and redirect our strategies to other avenues such as postcards and doorbuster events, which have seen relative success, although these do not mirror the traffic-generating power of our circular. In line with our strategy, we continue to increase our structurally healthier merchandise margins through our own brands, as well as more efficient pricing and promotion optimization. However, historically high freight and shipping costs and unexpected port-related fees as part of those costs had a significant negative impact to overall gross margins for the quarter. Excluding these escalating supply chain costs, our adjusted gross margin would have been 32.4%. Taking a step back, 2021 marked the first year of our multiyear transformation. Amidst the macroeconomic environment, we have been charting a new course for our group by reconstructing our operating model to drive greater long-term efficiency and effectiveness. Our recent financial performance even further underscores the need for our long-term strategy. And in this first year, I'm encouraged that we achieved all of our transformational milestones to set the foundation for our future. This was no small feat. Firstly, we fortified our product offering through the launch of eight new own brands. Collectively, we exited 2021 at a run rate of approximately 25% penetration of own brands, exceeding our 20% goal for the year and compared to only 10% in 2020. Through our own brands, we introduced a new suite of products to differentiate Bed Bath & Beyond, while also creating new opening price points to remain competitive, especially now in light of inflation pressures. Furthermore, we continue to deliver improvements with our customer connections in both digital and in stores. We enhanced our digital-first omni-always commitment through the enablement of cross-banner shopping on our website as well as the launch of our own marketplace. Our physical store footprint also improved as we initiated 131 store remodels, of which we completed approximately 80, and optimized our fleet by closing more than 200 underperforming stores programmed to date. Through expanded partnerships with Uber and DoorDash for same-day delivery and earlier BOPUS opportunities, the combination of our digital and stores channel has been a powerful enabler for the future omni-always customer promise. In fiscal 2022, we will build on these foundations we established in 2021. Inventory, pricing, and traffic will continue to be the key areas of focus in the near term as we navigate the volatility of the current operating environment. Our year-two transformation milestones will support these efforts, including the core of our product pillar which will be clearly on unlocking inventory currently held in transit so that we can again fulfill customer demand in full. Additionally, we're going to continue building on the work we've done with our supply chain infrastructure. Following the opening of our first four regional distribution centers in Pennsylvania in very late 2021, work on our second distribution center for the West Coast is well underway and slated for opening in late 2022. The modernization of our operational foundation will be important tailwinds as we emerge from the current environment and protect us in a completely different way in the future. 2022 will also see some significant changes to our marketing offering. We will launch a new loyalty program that will span all our banners and fulfill our goal to create a compelling value and engagement proposition for our customers. You'll also begin to see our digital channel evolve further. This week, we soft launched the Moment ad network, our retail media platform that builds on our authority in the home and baby markets. Customers and suppliers will be able to connect in a new way across our digital properties as they engage with our banners for each important life moment. Our strategic imperative remains to rebuild our authority in creating a home and family for all generations from infancy through adulthood even into retirement. We'll continue building brand awareness and strength through partnerships and organic investments. Last week, we announced the exciting launch of our Kroger collaboration on their website, expanding the reach of both Bed Bath & Beyond and buybuy BABY to Kroger's extensive customer network. We are currently working on our initial shop-in-shop concept for Kroger, which remains slated for this year. I'm also pleased to announce that we will be opening 20 to 25 new buybuy BABY stores this year, in line with our previously outlined plans to capture the opportunity we are seeing in this key space in addition to incubating new offerings within our Harmon banner. Of course, our Bed Bath & Beyond store remodel program remains underway with a further 130 to 150 locations planned for this year, taking our remodel total to well over 200 by year-end. We will share updates on our transformation as the year progresses. I'd like to take a moment to address buybuy BABY as this is the firsthand example of our ability to stabilize and optimize businesses without encumbering forces. buybuy BABY achieved approximately $1.4 billion in sales for fiscal 2021, growing double digits versus last year with an adjusted EBITDA margin in the mid-single digits. The actions we took in 2021 to recover and drive our baby business proved successful and we look forward to unlocking additional value from this banner as we announced a few weeks ago. At this time, we do not have an update on the work that has already been underway by our Board and management team to define how we unlock further value. We will update you all on material developments as they arise. We will not be commenting further on this work today. Now on to Gustavo to cover our financial results in more detail, in addition to addressing our outlook for fiscal 2022. Gustavo?

Thank you, Mark, and good morning, everyone. As Mark said, we remain focused on our transformational plans. However, we are not pleased at all with our short-term results. While the macroeconomic environment will never be fully predictable, 2021 showed us a need to improve how we anticipate and manage volatility. Our fragile legacy systems are a limitation, but still, we need to compensate and correct accordingly. For fiscal fourth quarter, which covers the period ending February 26, reported net sales continue to reflect the impact from planned noncore banner divestitures completed last year, as well as our ongoing store fleet optimization program. For the quarter total net sales were $2.05 billion, which included a comp sales decline of 12% versus last year and down 8% in comp versus 2019. Sales were negatively impacted by approximately $175 million, or a high single-digit deficit, as a result of the continued low levels of in-stock and available-to-sell merchandise in our Bed Bath banner. This dynamic did not improve as the quarter progressed. By channel, store comp sales were down 8%, while digital sales declined 18% versus COVID-fueled growth of 86% last year. Despite a normalization in digital demand from prior peaks, our digital channel still represented 41% of total net sales. Overall penetration continues to be nearly double 2019 levels, which we have largely maintained all year. By banner, Bed Bath & Beyond comparable sales decreased 15% versus last year and 9% versus 2019. buybuy BABY continued to deliver strong results with comp growth of low single digits on the quarter, fueled by mid-teens growth in stores. This resulted in double-digit growth for the full year on top of solid overall growth last year. And now moving on to gross margin performance. Adjusted gross margin was 28.8%, 400 basis points lower than last year, given 40 basis points from product cost increases, net of own brand mix, pricing and promotional optimization, as well as 360 basis points primarily related to transient port fees, freight and shipping inflation. Freight and shipping cost increases were significantly higher than expected, 170 basis points. Container rate and inbound freight rates moved unpredictably higher in late January and February, in part given the spike in oil prices as the year started. Further, given the significant portion of inventory that has been situated at ports, warehouses or DCs, we were charged for the first time unexpected port-related fees. This led to an additional unanticipated impact of 100 basis points. And lastly, warehouse-related inventory adjustments of 90 basis points were reflected as we finalized the year, which we do not expect to continue in this magnitude moving forward. Excluding these supply chain cost escalations in the quarter, Q4 adjusted gross margin was 32.4%. SG&A dollar expense was in line with our internal plans, although slightly higher as a rate of sales due to a lower revenue base. With the sales and gross margin performance, we reported an EBITDA loss of $30 million. This led to adjusted EPS of negative $0.92. Looking ahead, as you all know, the importance of pricing has been a critical theme for us as we've been navigating the current environment. Given our lower margin profile, just 1% of pricing and promotion optimization equates to approximately 100 basis points of gross margin and accordingly, significant EBITDA dollars. Therefore, although we are managing our promotional cadence acutely with regular price sales improving versus last quarter and last year, it was still not enough to offset the volatile supply chain environment. Pricing and cost recovery will be key to show our resilience in the near term. And as we've demonstrated previously, we're implementing strategies to recover from current conditions sustainably. Turning to our balance sheet and cash flow. Cash and liquidity remained solid during the fourth quarter. We generated approximately $280 million of operating cash flow. We continued with our planned transformational investment of approximately $120 million. These critical investments supported store remodels, supply chain and IT systems reformation. This led to positive free cash flow of approximately $160 million. In Q4, we executed approximately $230 million in share buybacks or approximately 14 million shares. As planned, we completed our $1 billion repurchase program, inclusive of approximately $40 million of share repurchase in March. As a result, we have taken our total share count from 126 million shares to 80 million shares for a reduction of approximately 37%. Our cash and investment balance remains healthy at $0.5 billion, with total liquidity at quarter end of $1.4 billion. I will now share our outlook commentary for fiscal 2022. Due to the volatility and macro uncertainty of the current operating environment, we're providing qualitative parameters related to where we currently are in the first quarter and the fiscal year. This has been informed by both current trends as well as broad operating expectations for the full year. At this point in the first quarter, we continue to see challenging sales and traffic trends in our business due to lack of inventory availability as well as a change in market patterns. Additionally, we're seeing an emerging uncertainty related to consumer sentiment based on market and retail indicators that show a distinctive slowdown in consumer demand. Quarter-to-date, comp sales are running negatively in approximately a 20% range. We anticipate many of the operating dynamics we experienced in the fourth quarter, both industry-wide and internal to continue in the first quarter. As such, adjusted gross margin will reflect inflation headwinds that will not be fully offset by pricing in the near term. In terms of SG&A, as announced last quarter, we have initiated an expense reduction plan across fleet optimization, fixed costs and discretionary spending. With these, we expect lower SG&A spend versus prior year despite inflation. But still, rate deleverage will occur given our mid-term sales decline. We will continue to manage our cost and expense structure responsibly and prudently. Adjusted EBITDA will likely be negative for the first quarter due to the factors I have just discussed. For the full year, we anticipate a sequential recovery in comps by the second half of the year, driven by a normalization in supply chain conditions, both within our own capabilities and in the broader macroeconomic environment. Turning to gross margins: we're expecting modest gross margin expansion for the full year. Gross margins in the second half of the year are anticipated to improve year-on-year as comparisons ease and supply chain conditions improve. Adjusted SG&A expense is expected to be approximately flat to last year with our planned $100 million optimization aiming to offset inflationary pressures. These dynamics should lead to adjusted EBITDA above prior year in the second half of 2022. Our balance sheet and cash flow assumptions include CapEx of approximately $400 million with more than half associated with transformational investments, including the remodel and new store openings Mark discussed earlier. As noted, we have completed our $1 billion share repurchase program. Capital allocation for further share repurchases and debt reduction will be assessed in the second half of the year given our outlook. We continue to remain focused on navigating the near term, while investing in our foundational transformation through IT and supply chain capabilities, as well as business growth and investments to execute our strategy. I will now turn the call over to Mark for some closing remarks.

Thank you, Gustavo. Transformations are complex and often non-linear, but achieving a strategy of this scale amidst the current macroeconomic environment has made it even more difficult to deliver results commensurate with our efforts. The friction in these moments is real, and we're operating in a retail and consumer industry challenges I have personally seen in my career outside of that critical COVID time frame. However, we remain steadfastly dedicated to our customer, our brand and our strategy. Even after the peak of COVID, we continue to see 35 million customers cherish our differentiated banners across Bed Bath & Beyond, buybuy BABY, Harmon and Decorist. We have a digital reach that saw more than 875 million visits throughout the year, further enabled by a powerful fleet of more than 900 evolving stores. Fiscal 2021 was a year of reformation and establishment of key capabilities still in flight across our core strategic pillars. While our optional execution may have temporarily thwarted our short-term efforts, our long-term strategic execution continues to build sequential momentum. By the end of 2022, we will have structural capabilities to bring us closer to industry standards and greatly improve our proficiency to renew our business for long-term growth and profitability. The core tenets of our strategy are sound, and we will improve our operational deficits by learning from our experiences and leveraging the strength of our teams, who I thank for their dedication and resilience. We will now take questions.

We will now begin the question-and-answer session. Our first question is from Simeon Gutman from Morgan Stanley.

Hi. Thanks for taking the question. This is Hannah Pittock on for Simeon. Is there any commentary you can give us on the fourth quarter and quarter-to-date traffic versus ticket trends, as well as units per basket versus price per unit? Within those metrics, where do you see the most upside over the next quarter or two and the most downside? Thanks.

Yes. Thanks, Hannah. We did see strength in our conversion rates at the store level and in digital. We saw strength in terms of the average unit retail. Some of that was associated with the cost increases that we’d implemented and in line with industry inflation. We did see some positive signs in terms of the basket in Q4. That, coming into Q1, has been a little suppressed based on some of the dynamics that we're currently seeing. But that gives us confidence that when we can get our inventory in place and we can get our communication aligned, we have a good outreach with our existing and future customer base with good indicators there.

Got it. Thank you.

Go ahead, Justin. Your line is open.

Thanks, guys. Can you hear me?

Yes. Sorry, who's on the line?

It's Justin.

Yes. It's Justin Kleber at Baird. Thanks for taking the question. Mark, first for you, the $175 million impact you cited from inventory being trapped upstream — how do you measure that figure? Are you looking at cart abandonments online? Just trying to understand how you know if you would have actually sold that inventory if it was on hand?

Hey Justin, Gustavo here. We estimate this the way we did in the third quarter. We look at lost sales at the store level. We know our in-stock in key items are significantly lower than they've been historically, and we can calculate week-by-week and category-by-category and store-by-store how much we've lost of that. Similarly, on digital sales, we can track all of the out-of-stock views and the lost sales from those transactions. And keep in mind that when we do these estimates, we trim down. We assume that there's going to be some transference, as customers don't find what they were looking for but instead compensate with a different item.

Okay. And then, just one question: I'm curious what you guys are seeing in your wedding registry business. I know the deck mentioned you're the number five retailer in baby registry. Specific to weddings, how are registry creates compared to last year? Are you doing anything different within that business to capitalize on the expected wedding boom in 2022? Thank you.

Yes. We're seeing an uptick in wedding and baby creates. We actually have adjusted our outreach and the way that we were investing in this key business. I think we see upward trends in weddings that everyone is expecting and we want to capitalize on that. Early indicators through the back end of Q4 on creates bode well. Again, we just need to get our inventory in stock to be able to facilitate that.

All right. Thank you, guys.

Our next question is from Michael Lasser from UBS.

Good morning. Thanks a lot for taking my question. Mark, you talked a lot about the transformation plan and all the actions that Bed Bath has taken up until this point, yet traffic remains a key source of weakness. What is the plan for improving traffic from here, especially as Bed Bath & Beyond's key customer demographic has really been aging over time?

Yes. We actually have a multifaceted customer target, Michael, and we have been working that. Again, we have to get base inventory in line to be able to facilitate that. But we have been increasing our numbers in our loyalty cluster, which ensures that customers are normally more sticky and purchase at a higher rate. That's multi-generational, and we've been attracting registerable customers into that. We're also working on outreach to lapsed customers and creating a high degree of personalized engagement in the market. So, a complete revision of our marketing and brand strategy to create an expanded profile of the customer base, but also a deeper, more personalized engagement with existing customers.

Our next question is from Steven Forbes from Guggenheim.

Good morning Mark, Gustavo. I wanted to focus on banner-level margin performance. Mark, you mentioned buybuy BABY at mid-single-digit EBITDA for the full year. I was wondering how consistent that banner's profitability was throughout the year, given the challenges noted? And more importantly, where was the profitability of that banner running today or where it was in the fourth quarter?

Hey Steve, Gustavo here. We're not going to get into profitability by banner by quarter at this stage. But I can tell you we're very happy with the financial performance of buybuy BABY. As we said, we've finished the year at approximately $1.4 billion in revenue, growing double-digits with a mid-single-digit EBITDA margin. The four-wall profitability of this business is very attractive. We're keenly focused on gross margin, as you may imagine. The pattern on gross margin for this business has been fairly consistent throughout the year.

And our fourth quarter performance, Steve, was definitely in line with our plan.

Our next question is from William Reuter from Bank of America.

Good morning. I have one question. In terms of your outlook for freight improving in the back half of the year, I can't remember your contracting strategy. Are you contracting for this year? Have you entered into agreements that will lock in some lower costs year-over-year?

We're working actively, as always, on the reduction of our costs, William. We're not going to comment on individual contract negotiations at this time. But we also have a lot of supply chain benefits we can realize through the maturation of our supply chain transformation, which we said is a multiyear transformation, and we haven't had that benefit to date. We've done all the establishment work, but we haven't had that transparency into actualizing it. So, there are both internal benefits and negotiated benefits that we'll be working on throughout 2022.

And as we flow the product out of the warehouses, we would not expect to see port-related fees beyond the second quarter or so.

Thank you.

Our next question is from Jason Haas from Bank of America.

Good morning. Thanks for taking my question. A large shareholder put out a letter advocating for a pivot in strategy and potential sale of the buybuy BABY unit. They suggested buybuy BABY could be worth several billion dollars. I'm curious what your thoughts are on whether a change in strategic direction is needed and what you think of that valuation for buybuy BABY?

Thanks, Jason. When I joined the company in late 2019, it was clear the business had been underinvested in and required a full-scale transformation and investment. We outlined a robust plan because the level of work required to be competitive was significant. The supply chain moment exemplifies where other retailers are able to cope better than we are at this time because of that underinvestment. So, a robust transformation plan is necessary. Technology, supply chain, assortment planning, pricing, sourcing — all of these have been undertaken robustly. First year completed, benefit is not yet fully realized. The strategy remains in place, and we're always looking at our strategy with our Board and are open to ways to improve. We have been talking about buybuy BABY as an opportunity that is not showing its true value to shareholders and how to unlock that. In January, our Board agreed to create a strategic committee solely focused on what is the best way of unlocking the value of the buybuy BABY asset, which is a growth accelerator asset. That work is in flight. We won't be commenting further at this stage, but we look forward to sharing more.

Our next question is from Jonathan Matuszewski from Jefferies.

Good morning. Thanks for taking my question. Just wanted to ask about the trends when comparing Bed Bath versus buybuy BABY. How much of the delta is tied to a more domestic supply chain for buybuy BABY relative to demand differences across categories? Relatedly, how did the in-stock rates look at buybuy BABY relative to core Bed Bath?

Thanks, Jonathan. There's a key differentiator in the status of the business versus its last-year trajectory. In the prior year, baby had execution issues and lessened demand as parents were more reticent to shop in stores. We saw a pivot in the second half of 2021 where stores bounced back with double-digit growth, which produced a more profitable outcome. Product availability also played a role — yes, there is more of a domestic source base currently in baby versus Bed Bath & Beyond, which helped. Additionally, baby has key categories like apparel, which we don't have in Bed Bath, that turned back on in the second half and were more in stock and more domestically available. So that worked in its favor. In short: some year-over-year differences helped, as well as a differentiated merchandise mix and supply chain model.

Our final question is from Seth Basham from Wedbush.

Thanks a lot, and good morning. At your Analyst Day you talked about 40 million customers. Today, Mark, you talked about 35 million. That's down double digits. I'm trying to understand what's driving that. Was it simply the COVID bump where you got many new customers online who aren't sticky, or are there other issues driving customers to defect?

Great question, Seth. I think a couple of factors are at play. During the COVID period, we saw a one-time influx of customers searching digitally, which affected our customer count in the short term. Second, we had store closures. Within that, we were able to retain customers and have some transference, but our overall penetration and face-to-customer was different, and we expected some of that. What we're seeing now is a stabilization of that base. In 2022 we are investing in those customers, both current and future, through things like our loyalty program and reestablishing our proper marketing cadence. There's no doubt during early COVID we were closed, and some trip consolidation occurred in that period. We're recovering from that and have plans to fortify the 35 million customers, make them stickier, and build new customers across multiple generations.

To Mark's point on being stickier: a larger proportion of our customers now are omni, shopping both online and in-store. The frequency of shopping is much higher than when it was a store-only customer, and the average ticket is larger. That's where the loyalty program is focused.

Operator, I think we're still having issues hearing you. I can speak for you. I think that is all the time we have today for questions. We're available following today's call. If you have any questions, please feel free to follow up with us. Thank you so much for listening today.

Ladies and gentlemen, this concludes today's conference. Thank you for participating, and you may now disconnect. Speakers, stand by for your debrief.