Form 8-K

8-K — FIVE BELOW, INC

Accession: 0001177609-26-000023

Filed: 2026-09-02

Period: 2026-09-02

CIK: 0001177609

SIC: 5331 (RETAIL-VARIETY STORES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — five-20260902.htm (Primary)

EX-99.1 — PRESS RELEASE (q22026fivebelowexhibit991.htm)

GRAPHIC — FIVE BELOW LOGO (fivebelowlogoq12015a10a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: five-20260902.htm · Sequence: 1

five-20260902

0001177609false00011776092026-09-022026-09-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2026

FIVE BELOW, INC.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania 001-35600 75-3000378

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

701 Market Street

Suite 300

Philadelphia, PA 19106

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (215) 546-7909

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock FIVE The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On September 2, 2026, Five Below, Inc. (the “Company”) issued a press release regarding its sales and earnings results for the second quarter and the year-to-date period ended August 1, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K. As previously announced, the Company has scheduled a conference call for 4:30 p.m. Eastern Time on September 2, 2026 to discuss the financial results.

Item 8.01 Other Events.

On August 29, 2026, the Board of Directors approved a new share repurchase program authorizing the repurchase of up to $600 million of the Company’s common stock, par value $0.01 (the “Common Stock”). The new repurchase program replaces and supersedes the remaining capacity under the prior share repurchase program authorized on November 27, 2023.

The share repurchase program does not obligate the Company to acquire any particular amount of stock. The number, price, structure and timing of the repurchases, if any, will be at the Company’s sole discretion and future repurchases will be evaluated by the Company depending on market conditions, liquidity needs and other factors. Repurchases may be made from time to time in the open market or through privately negotiated transactions in accordance with applicable securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, on terms determined by the Company. The new repurchase program has no fixed expiration date and will remain in effect until all Common Stock authorized to be repurchased has been acquired, or until the repurchase program is otherwise replaced, suspended, or terminated.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release dated September 2, 2026 announcing the Company's financial results for the second quarter and year-to-date period ended August 1, 2026.

104* Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Five Below, Inc.

Date: September 2, 2026 By: /s/ Daniel J. Sullivan

Name: Daniel J. Sullivan

Title: Chief Financial Officer and Treasurer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: q22026fivebelowexhibit991.htm · Sequence: 2

Document

NEWS RELEASE

Five Below, Inc. Announces Second Quarter Fiscal 2026 Financial Results

Q2 Net Sales Increase of 22.9% to $1.3 Billion; Comparable Sales Increase of 14.1%

Q2 GAAP Diluted EPS of $3.99, Q2 Adjusted Diluted EPS of $1.68

Increases Full Year 2026 Sales and EPS Outlook

PHILADELPHIA, PA – (September 2, 2026) – Five Below, Inc. (NASDAQ: FIVE) today announced financial results for the second quarter and year to date period ended August 1, 2026.

For the second quarter ended August 1, 2026:

•Net sales increased by 22.9% to $1.26 billion from $1.03 billion in the second quarter of fiscal 2025; comparable sales increased by 14.1%.

•The Company opened 52 net new stores and ended the quarter with 2,022 stores in 46 states. This represents an increase in stores of 8.8% from the end of the second quarter of fiscal 2025.

•Operating income was $275.4 million compared to $52.4 million in the second quarter of fiscal 2025. Adjusted operating income(1) was $113.2 million compared to $55.1 million in the second quarter of fiscal 2025.

•The effective tax rate was 23.9% compared to 26.2% in the second quarter of fiscal 2025.

•Net income was $221.4 million compared to $42.8 million in the second quarter of fiscal 2025. Adjusted net income(1) was $93.4 million compared to $44.8 million in the second quarter of fiscal 2025.

•Diluted income per common share was $3.99 compared to $0.77 in the second quarter of fiscal 2025. Adjusted diluted income per common share(1) was $1.68 compared to $0.81 in the second quarter of fiscal 2025.

•The Company repurchased approximately 311,000 shares in the second quarter of fiscal 2026 at a cost of approximately $60.0 million.

(1) A reconciliation of adjusted operating income, adjusted net income, and adjusted diluted income per common share to the most directly comparable financial measure presented in accordance with generally accepted accounting principles in the United States ("GAAP") is set forth in the schedule accompanying this release. See also “Non-GAAP Information.”

Winnie Park, CEO of Five Below, said, “We are thrilled with our second quarter performance and the continued momentum of our customer-centric strategy. Our Crew delivered strong results by collaborating on trend-right product stories at amazing value in stores that are fun and easy to shop. We remain maniacally focused on delivering our brand promise to be THE destination for the KID and the KID in all of us.”

Ms. Park continued, “Just as importantly, our Crew continues to drive new store growth at a higher level of executional excellence to bring Five Below to new communities. The balance between new store growth and double-digit comparable sales growth for the past five quarters is a testament to our operating flywheel gaining momentum. With a strong first half behind us and significant opportunities ahead, we are raising our full year outlook and look forward to delivering special curtain up moments for our customers through the holiday season and beyond.”

For the year to date period ended August 1, 2026:

•Net sales increased by 27.5% to $2.55 billion from $2.00 billion in the year to date period of fiscal 2025; comparable sales increased by 18.3%.

•The Company opened 101 net new stores compared to 87 net new stores in the year to date period of fiscal 2025.

•Operating income was $429.6 million compared to $103.2 million in the year to date period of fiscal 2025. Adjusted operating income(2) was $268.0 million compared to $114.7 million in the year to date period of fiscal 2025.

•The effective tax rate was 24.0% compared to 26.7% in the year to date period of fiscal 2025.

•Net income was $344.5 million compared to $83.9 million in the year to date period of fiscal 2025. Adjusted net income(2) was $217.1 million compared to $92.3 million in the year to date period of fiscal 2025.

•Diluted income per common share was $6.20 compared to $1.52 in the year to date period of fiscal 2025. Adjusted diluted income per common share(2) was $3.91 compared to $1.67 in the year to date period of fiscal 2025.

(2) A reconciliation of adjusted operating income, adjusted net income, and adjusted diluted income per common share to the most directly comparable financial measure presented in accordance with generally accepted accounting principles in the United States ("GAAP") is set forth in the schedule accompanying this release. See also “Non-GAAP Information.”

Third Quarter and Fiscal 2026 Outlook:

The Company expects the following results for the third quarter and full year of fiscal 2026. This outlook includes the expected impact of tariff rates currently in place and excludes the impact of future tariff refunds and share repurchases, if any.

For the third quarter of Fiscal 2026:

Current Outlook

Net sales $1.21 billion to $1.23 billion

Net new stores approximately 40

Comparable sales +8% to +10%

Net income $56 million to $63 million

Diluted income per common share $1.01 to $1.13

Diluted weighted average shares outstanding 55.4 million

For the full year of Fiscal 2026:

Current Outlook Prior Outlook

Net sales $5.63 billion to $5.71 billion $5.40 billion to $5.48 billion

Net new stores approximately 150 approximately 150

Comparable sales +10% to +12% +6% to +8%

Net income $672 million to $698 million $480 million to $502 million

Adjusted net income(3)

$546 million to $572 million $482 million to $504 million

Diluted income per common share $12.10 to $12.58 $8.62 to $9.02

Adjusted diluted income per common share(3)

$9.83 to $10.31 $8.65 to $9.05

Diluted weighted average shares outstanding 55.5 million 55.7 million

Gross capital expenditures $250 million to $260 million $230 million to $250 million

(3) Adjusted net income and adjusted diluted income per common share excludes the impact of tariff refunds and related interest recorded through the year to date period ended August 1, 2026 and retention awards granted in fiscal 2024, net of income tax impacts.

Share Repurchase Authorization:

On August 29, 2026, the Board of Directors approved a new share repurchase program authorizing the repurchase of up to $600 million of the Company’s common stock. The new share repurchase program replaces and supersedes the remaining capacity under the Company's prior share repurchase program authorized on November 27, 2023. The new repurchase program has no fixed expiration date and will remain in effect until all common stock authorized to be repurchased thereunder has been acquired, or until the repurchase program is otherwise replaced, suspended, or terminated.

Conference Call Information:

A conference call to discuss the financial results for the second quarter of fiscal 2026 is scheduled for today, September 2, 2026, at 4:30 p.m. Eastern Time. A live audio webcast of the conference call will be available online at investor.fivebelow.com, where a replay will be available shortly after the conclusion of the call. Investors and analysts interested in participating in the call are invited to dial 412-902-6753 approximately 10 minutes prior to the start of the call.

Non-GAAP Information:

This press release includes the following non-GAAP financial measures: gross profit, adjusted gross profit, adjusted operating income, adjusted net income, and adjusted diluted income per common share. The Company has reconciled these non-GAAP financial measures, with respect to the second quarter and year to date period ended August 1, 2026, with the most directly comparable GAAP financial measures within this filing. The Company believes that these non-GAAP financial measures provide its management with comparable financial data for internal financial analysis and provide meaningful supplemental information to investors. Non-GAAP financial measures have limitations as analytical tools. Other companies in the Company's industry may calculate these items differently than the Company does. Each of these measures is not a measure of performance under GAAP and should not be considered as a substitute for the most directly comparable financial measures prepared in accordance with GAAP.

Forward-Looking Statements:

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be protected by the “safe harbor” provisions therein. Such statements reflect management’s current views and estimates regarding the Company’s industry, business strategy, goals, expectations and outlook concerning its market position, operations, margins, profitability, capital expenditures, liquidity and capital resources, store count potential and other financial and operating information. Investors can identify these statements by the fact that they use words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future” and similar terms and phrases. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Although we believe there is a reasonable basis for such forward-looking statements, our actual results may differ materially from these expectations due to risks that include, but are not limited to, risks related to disruption to the global supply chain, increased cost of freight, constraints on shipping capacity to transport inventory or the timely receipt of inventory, risks related to the Company’s strategy and expansion plans, risks related to our ability to attract, retain, and motivate qualified executive talent, risks related to disruptions in our information technology systems and our ability to maintain and upgrade those systems, risks related to our ability to successfully implement our online retail operations, risks related to cyberattacks or other cyber incidents, such as the failure to secure customers’ confidential or credit card information, or other private data relating to our crew or the Company, including the costs associated with protection against or remediation of such incidents, risks related to increased usage of machine learning and other types of artificial intelligence in our business, and challenges with properly managing its use, risks related to our ability to select, obtain, distribute and market merchandise profitably, risks related to our reliance on merchandise manufactured outside of the United States, including risks related to direct and indirect impact of current and potential tariffs imposed, threatened, or proposed by the United States on foreign imports, including, without limitation, the tariffs themselves, any counter-measures thereto (in addition to any applicable foreign trade restrictions, generally) and any indirect effects on consumer discretionary spending, risks related to the availability of suitable new store locations and the dependence on the volume of traffic to our stores and website, risks related to our dependence on our executive officers, senior management and other key personnel or our ability to hire additional qualified personnel, risks related to changes in consumer preferences and economic conditions, risks related to increased operating costs, risks related to inflation and increasing commodity prices and related effects, such as a reduction in our unit sales (including an inability to increase sales), damage to our reputation with our customers, our becoming less competitive in the marketplace or exposure to fraud or theft due to customer payment-related risks, risks related to potential recessions and systematic failure of the banking system in the United States or globally, risks related to natural disasters, adverse weather conditions, pandemic outbreaks, global political events, war, terrorism or civil unrest (including any negative effects to our business and results of operations), risks related to building, operating or expanding shipcenters or network capacity, risks related to our ability to successfully manage inventory balance and inventory shrinkage, quality or safety concerns about the Company’s merchandise (including the impact of product and food safety claims and legislation), increased competition from other retailers including online retailers, risks related to the seasonality of our business, risks related to our ability to protect our brand name and other intellectual property, risks related to customers’ payment methods, risks associated with the restrictions imposed by our indebtedness on our current and future operations, the impact of changes in tax legislation and accounting standards, risks related to our insurance programs and their effect on our financial performance and risks associated with leasing substantial amounts of space and owning real property. For further details and a discussion of these and other risks and uncertainties that may cause our actual results to differ materially from the expectations contained herein, see the Company’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements, despite the Company’s reasonable basis for such statements. Any forward-looking statement made by the Company in this news release speaks only as of the date on which the Company makes it. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

About Five Below:

Five Below is a leading growth retailer offering trend-right, extreme value, high-quality products loved by the kid and the kid in all of us. We believe life is better when customers are free to "let go & have fun" in an amazing experience filled with unlimited possibilities. With most items priced between $1 and $5 and some extreme value items priced beyond $5, Five Below makes it easy to say YES! to the newest, coolest stuff across awesome Five Below worlds: Candy, Style, Party, Room, Create, Tech, Sports and New & Now. Founded in 2002 and headquartered in Philadelphia, Pennsylvania, Five Below today has over 2,000 stores in 47 states. For more information, please visit www.fivebelow.com or follow @fivebelow on TikTok, Instagram and Facebook.

Investor Contact:

Five Below, Inc.

Christiane Pelz

Vice President, Investor Relations

InvestorRelations@fivebelow.com

FIVE BELOW, INC.

Consolidated Balance Sheets

(Unaudited)

(in thousands)

August 1, 2026 January 31, 2026 August 2, 2025

Assets

Current assets:

Cash and cash equivalents $ 561,083 $ 723,699 $ 562,746

Short-term investment securities 626,821 208,508 107,418

Inventories 941,162 846,609 799,602

Prepaid income taxes and tax receivable 5,574 5,210 4,657

Prepaid expenses and other current assets 100,712 132,697 110,495

Total current assets 2,235,352 1,916,723 1,584,918

Property and equipment, net 1,250,477 1,234,331 1,253,808

Operating lease assets 1,766,069 1,765,704 1,746,255

Other assets 25,928 20,261 21,557

$ 5,277,826 $ 4,937,019 $ 4,606,538

Liabilities and Shareholders’ Equity

Current liabilities:

Line of credit $ — $ — $ —

Accounts payable 436,734 368,381 371,801

Income taxes payable 1,388 56,644 —

Accrued salaries and wages 44,341 67,505 36,532

Other accrued expenses 215,896 160,328 204,926

Operating lease liabilities 307,637 301,148 311,365

Total current liabilities 1,005,996 954,006 924,624

Other long-term liabilities 11,318 8,667 10,288

Long-term operating lease liabilities 1,731,001 1,731,041 1,707,261

Deferred income taxes 53,388 50,015 57,118

Total liabilities 2,801,703 2,743,729 2,699,291

Shareholders’ equity:

Common stock

550 551 550

Additional paid-in capital 117,174 178,791 167,480

Retained earnings 2,358,399 2,013,948 1,739,217

Total shareholders’ equity 2,476,123 2,193,290 1,907,247

$ 5,277,826 $ 4,937,019 $ 4,606,538

FIVE BELOW, INC.

Consolidated Statements of Operations

(Unaudited)

(in thousands, except share and per share data)

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Net sales $ 1,261,493 $ 1,026,847 $ 2,547,095 $ 1,997,374

Cost of goods sold (exclusive of items shown separately below) 649,070 684,478 1,456,030 1,331,092

Selling, general and administrative expenses 285,870 242,314 559,146 468,816

Depreciation and amortization 51,203 47,690 102,326 94,254

Operating income 275,350 52,365 429,593 103,212

Interest income and other income, net 15,418 5,540 23,673 11,187

Income before income taxes 290,768 57,905 453,266 114,399

Income tax expense 69,373 15,143 108,815 30,489

Net income $ 221,395 $ 42,762 $ 344,451 $ 83,910

Basic income per common share $ 4.02 $ 0.78 $ 6.24 $ 1.52

Diluted income per common share $ 3.99 $ 0.77 $ 6.20 $ 1.52

Weighted average shares outstanding:

Basic shares 55,130,589 55,072,140 55,196,391 55,059,126

Diluted shares 55,474,573 55,389,479 55,540,532 55,289,719

FIVE BELOW, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025

Operating activities:

Net income $ 344,451 $ 83,910

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 102,326 94,254

Share-based compensation expense 15,029 18,419

Deferred income tax expense (benefit) 3,373 (2,773)

Other non-cash expenses 4,768 754

Changes in operating assets and liabilities:

Inventories (94,553) (140,102)

Prepaid income taxes and tax receivable (364) (8)

Prepaid expenses and other assets 26,246 46,240

Accounts payable 63,694 110,636

Income taxes payable (55,256) (51,998)

Accrued salaries and wages (23,164) 16,789

Operating leases 6,084 (2,654)

Other accrued expenses 50,076 52,191

Net cash provided by operating activities 442,710 225,658

Investing activities:

Purchases of investment securities and other investments (540,207) (95,648)

Sales, maturities, and redemptions of investment securities 121,895 185,303

Capital expenditures (110,417) (80,928)

Net cash (used in) provided by investing activities (528,729) 8,727

Financing activities:

Net proceeds from issuance of common stock 462 477

Repurchase and retirement of common stock (60,363) —

Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units 2 1

Common shares withheld for taxes (16,698) (3,835)

Net cash used in financing activities (76,597) (3,357)

Net (decrease) increase in cash and cash equivalents (162,616) 231,028

Cash and cash equivalents at beginning of period 723,699 331,718

Cash and cash equivalents at end of period $ 561,083 $ 562,746

FIVE BELOW, INC.

GAAP to Non-GAAP Reconciliation of Consolidated Statements of Operations

(Unaudited)

(in thousands, except share and per share data)

Reconciliation of gross profit to adjusted gross profit

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Gross profit(4)

$ 612,423 $ 342,369 $ 1,091,065 $ 666,282

Adjustments:

Retention awards(5)

255 390 255 780

Cost-optimization initiatives(6)

— — — 4,100

Non-recurring lease acquisition costs(7)

— 495 — 495

IEEPA tariff refunds(8)

(163,583) — (163,583) —

Adjusted gross profit(9)

$ 449,095 $ 343,254 $ 927,737 $ 671,657

Reconciliation of operating income, as reported, to adjusted operating income

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Operating income, as reported $ 275,350 $ 52,365 $ 429,593 $ 103,212

Adjustments:

Retention awards(5)

1,413 2,259 1,954 5,196

Cost-optimization initiatives(6)

— — — 4,960

Non-recurring lease acquisition costs(7)

— 495 — 495

Non-recurring inventory write-off — — — 830

IEEPA tariff refunds(8)

(163,583) — (163,583) —

Adjusted operating income(9)

$ 113,180 $ 55,119 $ 267,964 $ 114,694

Reconciliation of net income, as reported, to adjusted net income

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Net income, as reported $ 221,395 $ 42,762 $ 344,451 $ 83,910

Adjustments:

Retention awards, net of tax(5)

1,076 1,668 1,485 3,811

Cost-optimization initiatives, net of tax(6)

— — — 3,638

Non-recurring lease acquisition costs, net of tax(7)

— 366 — 363

Non-recurring inventory write-off, net of tax — — — 609

IEEPA tariff refunds, net of tax(10)

(129,075) — (128,823) —

Adjusted net income(9)

$ 93,397 $ 44,796 $ 217,114 $ 92,332

Reconciliation of diluted income per common share, as reported, to adjusted diluted income per common share

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Diluted income per common share, as reported $ 3.99 $ 0.77 $ 6.20 $ 1.52

Adjustments:

Retention awards per share(5)

0.02 0.03 0.03 0.07

Cost-optimization initiatives per share(6)

— — — 0.07

Non-recurring lease acquisition costs per share(7)

— 0.01 — 0.01

Non-recurring inventory write-off per share — — — 0.01

IEEPA tariff refunds per share(10)

(2.33) — (2.32) —

Adjusted diluted income per common share(9)

$ 1.68 $ 0.81 $ 3.91 $ 1.67

(4) Gross profit, a non-GAAP financial measure, is equal to our net sales less our cost of goods sold.

(5) Retention awards relate to the on-going expense recognition of cash and equity granted to certain individuals in fiscal 2024 during the CEO transition that were earned and vested through August 2026.

(6) Represents charges related to the cost-optimization of certain functions.

(7) Represents non-recurring costs incurred with the strategic acquisition of certain leases.

(8) Represents International Emergency Economic Powers Act ("IEEPA") tariff refunds.

(9) Components may not add to total due to rounding.

(10) Represents IEEPA tariff refunds and related interest.

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xbrli:normalizedStringItemType

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duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

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Data Type:

xbrli:normalizedStringItemType

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- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

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Period Type:

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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Balance Type:

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duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

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Data Type:

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Period Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

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- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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