five-20240803

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(mark one)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 3, 2024.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35600

Five Below, Inc.

(Exact name of Registrant as Specified in its Charter)


Pennsylvania						75-3000378
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

701 Market Street
Suite 300
Philadelphia
Pennsylvania						19106
(Address of Principal Executive Offices)						(Zip Code)

(215) 546-7909

(Registrant’s Telephone Number, Including Area Code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of August 28, 2024 was 55,004,931.


INDEX

PART I - FINANCIAL INFORMATION		Page
Item 1.	Consolidated Financial Statements (unaudited)	4
	Unaudited Consolidated Balance Sheets as of August 3, 2024, February 3, 2024, and July 29, 2023	4
	Unaudited Consolidated Statements of Operations for the Thirteen and Twenty-Six Weeks Ended August 3, 2024 and July 29, 2023	5
	Unaudited Consolidated Statements of Shareholders' Equity for the Thirteen and Twenty-Six Weeks Ended August 3, 2024 and July 29, 2023	6
	Unaudited Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended August 3, 2024 and July 29, 2023	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

FIVE BELOW, INC.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share data)


	August 3, 2024		February 3, 2024		July 29, 2023
Assets
Current assets:
Cash and cash equivalents	$	209,039	$	179,749	$	334,544
Short-term investment securities	118,680		280,339		101,813
Inventories	639,881		584,627		543,621
Prepaid income taxes and tax receivable	14,140		4,834		10,524

Prepaid expenses and other current assets	136,899		153,993		121,424
Total current assets	1,118,639		1,203,542		1,111,926
Property and equipment, net of accumulated depreciation and amortization of $662,744, $584,090, and $514,097, respectively.	1,246,880		1,134,312		1,013,686
Operating lease assets	1,627,483		1,509,416		1,407,474

Long-term investment securities	—		7,791		—
Other assets	20,142		16,976		16,322
	$	4,013,144	$	3,872,037	$	3,549,408

Liabilities and Shareholders’ Equity
Current liabilities:
Line of credit	$	—	$	—	$	—

Accounts payable	255,965		256,275		249,093
Income taxes payable	—		41,772		—
Accrued salaries and wages	12,574		30,028		26,279
Other accrued expenses	164,226		146,887		162,919
Operating lease liabilities	252,440		240,964		211,177

Total current liabilities	685,205		715,926		649,468

Other long-term liabilities	8,662		6,826		4,925
Long-term operating lease liabilities	1,642,055		1,497,586		1,394,698
Deferred income taxes	69,481		66,743		60,171
Total liabilities	2,405,403		2,287,081		2,109,262
Commitments and contingencies (note 6)
Shareholders’ equity:
Common stock, $0.01 par value. Authorized 120,000,000 shares; issued and outstanding 55,006,099, 55,197,875, and 55,686,858 shares, respectively.	549		551		556
Additional paid-in capital	141,029		182,709		254,687
Retained earnings	1,466,163		1,401,696		1,184,903
Total shareholders’ equity	1,607,741		1,584,956		1,440,146
	$	4,013,144	$	3,872,037	$	3,549,408

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Operations

(Unaudited)

(in thousands, except share and per share data)


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	August 3, 2024		July 29, 2023		August 3, 2024		July 29, 2023
Net sales	$	830,069	$	758,981	$	1,641,932	$	1,485,228
Cost of goods sold (exclusive of items shown separately below)	558,283		494,402		1,106,626		985,845

Selling, general and administrative expenses	188,809		175,103		378,995		338,309
Depreciation and amortization	41,468		30,882		78,652		60,068
Operating income	41,509		58,594		77,659		101,006
Interest income and other income	3,054		4,342		8,044		7,989


Income before income taxes	44,563		62,936		85,703		108,995
Income tax expense	11,563		16,101		21,236		24,682
Net income	$	33,000	$	46,835	$	64,467	$	84,313





Basic income per common share	$	0.60	$	0.84	$	1.17	$	1.51
Diluted income per common share	$	0.60	$	0.84	$	1.17	$	1.51

Weighted average shares outstanding:
Basic shares	55,027,663		55,675,357		55,097,840		55,662,930
Diluted shares	55,042,588		55,801,507		55,148,893		55,789,323

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Shareholders’ Equity

(Unaudited)

(in thousands, except share data)


	Common stock	Additional paid-in capital	Retained earnings	Total shareholders’ equity

								Shares			Amount

Balance, February 3, 2024			55,197,875	$	551	$	182,709		$	1,401,696		$	1,584,956

Share-based compensation expense			—	—		4,928			—			4,928
Issuance of unrestricted stock awards			626	—		112			—			112

Vesting of restricted stock units and performance-based restricted stock units			89,885	1		—			—			1
Common shares withheld for taxes			(33,953)	—		(6,652)			—			(6,652)
Repurchase and retirement of common stock			(182,327)	(2)		(30,149)			—			(30,151)


Net income			—	—		—			31,467			31,467
Balance, May 4, 2024			55,072,106	$	550	$	150,948		$	1,433,163		$	1,584,661

Share-based compensation expense			—	—		(454)			—			(454)
Issuance of unrestricted stock awards			1,834	—		114			—			114

Vesting of restricted stock units and performance-based restricted stock units			12,439	—		—			—			—
Common shares withheld for taxes			(938)	—		(105)			—			(105)
Repurchase and retirement of common stock			(84,670)	(1)		(10,074)			—			(10,075)

Issuance of common stock to employees under employee stock purchase plan			5,328	—		600			—			600
Net income			—	—		—			33,000			33,000
Balance, August 3, 2024			55,006,099	$	549	$	141,029		$	1,466,163		$	1,607,741


			Common stock						Additional paid-in capital		Retained earnings		Total shareholders’ equity

	Shares	Amount
Balance, January 28, 2023				55,537,221			$	555							$	260,784	$	1,100,590	$	1,361,929

Share-based compensation expense			—		—				3,624		—		3,624
Issuance of unrestricted stock awards			579		—				112		—		112
Exercise of options to purchase common stock			600		—				24		—		24
Vesting of restricted stock units and performance-based restricted stock units			208,461		2				—		—		2
Common shares withheld for taxes			(81,622)		(1)				(15,867)		—		(15,868)



Net income			—		—				—		37,478		37,478
Balance, April 29, 2023			55,665,239		$	556			$	248,677	$	1,138,068	$	1,387,301
Share-based compensation expense			—		—				5,713		—		5,713
Issuance of unrestricted stock awards			539		—				112		—		112
Exercise of options to purchase common stock			700		—				28		—		28
Vesting of restricted stock units and performance-based restricted stock units			19,517		—				—		—		—
Common shares withheld for taxes			(1,437)		—				(283)		—		(283)


Issuance of common stock to employees under employee stock purchase plan			2,300		—				440		—		440
Net income			—		—				—		46,835		46,835
Balance, July 29, 2023			55,686,858		$	556			$	254,687	$	1,184,903	$	1,440,146

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Twenty-Six Weeks Ended
	August 3, 2024		July 29, 2023
Operating activities:
Net income	$	64,467	$	84,313
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	78,652		60,068





Share-based compensation expense	4,728		9,605
Deferred income tax expense	2,738		1,021
Other non-cash expenses	196		72

Changes in operating assets and liabilities:
Inventories	(55,254)		(15,901)

Prepaid income taxes and tax receivable	(9,306)		(1,626)
Prepaid expenses and other assets	13,856		6,644
Accounts payable	887		17,674
Income taxes payable	(41,772)		(19,928)
Accrued salaries and wages	(17,454)		859

Operating leases	37,878		20,782
Other accrued expenses	18,078		5,685
Net cash provided by operating activities	97,694		169,268
Investing activities:
Purchases of investment securities and other investments	(4,508)		(128,950)
Sales, maturities, and redemptions of investment securities	173,958		93,982
Capital expenditures	(191,472)		(116,423)
Net cash used in investing activities	(22,022)		(151,391)
Financing activities:







Net proceeds from issuance of common stock	600		440
Repurchase and retirement of common stock	(40,226)		—
Proceeds from exercise of options to purchase common stock and vesting of restricted and performance-based restricted stock units	1		54
Common shares withheld for taxes	(6,757)		(16,151)




Net cash used in financing activities	(46,382)		(15,657)
Net increase in cash and cash equivalents	29,290		2,220
Cash and cash equivalents at beginning of period	179,749		332,324
Cash and cash equivalents at end of period	$	209,039	$	334,544

Supplemental disclosures of cash flow information:
Non-cash investing activities
(Decrease) Increase in accrued purchases of property and equipment	$	(128)	$	31,801

See accompanying notes to consolidated financial statements.

FIVE BELOW, INC.

Notes to Consolidated Financial Statements

(Unaudited)

(1) Summary of Significant Accounting Policies

(a)Description of Business

Five Below, Inc. is a specialty value retailer offering merchandise targeted at the tween and teen demographic. The Company offers an edited assortment of products, with most priced at $5 and below. As used herein, “Five Below,” the “Company,” refers to Five Below, Inc. (collectively with its wholly owned subsidiaries), except as expressly indicated or unless the context otherwise requires. As used herein, references to “Crew” refer to the Company's employees, and references to “Shipcenters” refer to the Company's distribution and logistics centers.

The Company’s edited assortment of products includes select brands and licensed merchandise. The Company believes its merchandise is readily available, and that there are a number of potential vendors that could be utilized, if necessary, under approximately the same terms the Company is currently receiving; thus, it is not dependent on a single vendor or a group of vendors.

The Company is incorporated in the Commonwealth of Pennsylvania and, as of August 3, 2024, operated in 43 states, excluding Alaska, Hawaii, Idaho, Montana, Oregon, Washington, and Wyoming. As of August 3, 2024 and July 29, 2023, the Company operated 1,667 stores and 1,407 stores, respectively, each operating under the name “Five Below.” The Company also sells its merchandise on the internet, through the Company's fivebelow.com e-commerce website, offering home delivery and the option to buy online and pick up in store. Additionally, the Company sells merchandise through on-demand third-party delivery services to enable its customers to shop online and receive convenient delivery.

(b)Fiscal Year

The Company operates on a 52/53-week fiscal year ending on the Saturday closest to January 31. References to "fiscal year 2024" or "fiscal 2024" refer to the period from February 4, 2024 to February 1, 2025, which is a 52-week fiscal year. References to "fiscal year 2023" or "fiscal 2023" refer to the period from January 29, 2023 to February 3, 2024, which is a 53-week fiscal year. The fiscal quarters ended August 3, 2024 and July 29, 2023 refer to the thirteen weeks ended as of those dates. The year-to-date periods ended August 3, 2024 and July 29, 2023 refer to the twenty-six weeks ended as of those dates.

(c)Basis of Presentation

The consolidated balance sheets as of August 3, 2024 and July 29, 2023, the consolidated statements of operations for the thirteen and twenty-six weeks ended August 3, 2024 and July 29, 2023, the consolidated statements of shareholders’ equity for the thirteen and twenty-six weeks ended August 3, 2024 and July 29, 2023 and the consolidated statements of cash flows for the twenty-six weeks ended August 3, 2024 and July 29, 2023 have been prepared by the Company in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim reporting and are unaudited. In the opinion of management, the aforementioned financial statements include all known adjustments (which consist primarily of normal, recurring accruals, estimates and assumptions that impact the financial statements) necessary to present fairly the financial position at the balance sheet dates and the results of operations and cash flows for the periods ended August 3, 2024 and July 29, 2023. The balance sheet as of February 3, 2024, presented herein, has been derived from the audited balance sheet included in the Company's Annual Report on Form 10-K for fiscal 2023 as filed with the Securities and Exchange Commission on March 21, 2024 and referred to herein as the “Annual Report,” but does not include all annual disclosures required by U.S. GAAP. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended February 3, 2024 and footnotes thereto included in the Annual Report. The consolidated results of operations for the thirteen and twenty-six weeks August 3, 2024 and July 29, 2023 are not necessarily indicative of the consolidated operating results for the year ending February 1, 2025 or any other period. The Company's business is seasonal and as a result, the Company's net sales fluctuate from quarter to quarter. Net sales are usually highest in the fourth fiscal quarter due to the year-end holiday season.

(d)Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. This new guidance is designed to improve the disclosures about a public entity’s reportable segments and address requests from investors for more detailed information about a reportable segment’s expenses on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Public entities must adopt the changes to the segment reporting guidance on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes - Improvements to Income Tax Disclosures. This new guidance requires consistent categories and enhanced disaggregation of information in the rate reconciliation and enhanced disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

(e)Use of Estimates

The preparation of the consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, net realizable value for inventories, income taxes, share-based compensation expense, the incremental borrowing rate utilized in operating lease liabilities, equity method investments and notes receivable.

(f)Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation at the measurement date:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Inputs, other than Level 1, that are either directly or indirectly observable.

Level 3: Unobservable inputs developed using the Company’s estimates and assumptions which reflect those that market participants would use.

The classification of fair value measurements within the hierarchy are based upon the lowest level of input that is significant to the measurement.

The Company’s financial instruments consist primarily of cash equivalents, investment securities, accounts payable, borrowings, if any, under a line of credit, equity method investments and notes receivable. The Company believes that: (1) the carrying value of cash equivalents and accounts payable are representative of their respective fair value due to the short-term nature of these instruments; and (2) the carrying value of the borrowings, if any, under the line of credit approximates fair value because the line of credit’s interest rates vary with market interest rates. Under the fair value hierarchy, the fair market values of cash equivalents and the investments in corporate bonds are Level 1 while the investments in municipal bonds are Level 2. The fair market values of Level 2 instruments are determined by management with the assistance of a third-party pricing service. Since quoted prices in active markets for identical assets are not available, these prices are determined by the third-party pricing service using observable market information such as quotes from less active markets and quoted prices of similar securities.

As of August 3, 2024, February 3, 2024 and July 29, 2023, the Company had cash equivalents of $187.2 million, $154.9 million and $297.6 million, respectively. The Company’s cash equivalents typically consist of cash management solutions, credit and debit card receivables, money market funds, corporate bonds and municipal bonds with original maturities of 90 days or less. Fair value for cash equivalents was determined based on Level 1 inputs.

As of August 3, 2024, February 3, 2024 and July 29, 2023, the Company's investment securities are classified as held-to-maturity since the Company has the intent and ability to hold the investments to maturity. Such securities are carried at amortized cost plus accrued interest and consist of the following (in thousands):


	As of August 3, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	118,680	$	—	$	52	$	118,628


Total	$	118,680	$	—	$	52	$	118,628


	As of February 3, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	280,067	$	—	$	154	$	279,913

Municipal bonds	272		—		—		272
Total	$	280,339	$	—	$	154	$	280,185

Long-term:
Corporate bonds	$	7,791	$	—	$	8	$	7,783


Total	$	7,791	$	—	$	8	$	7,783


	As of July 29, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Short-term:
Corporate bonds	$	101,813	$	—	$	18	$	101,795


Total	$	101,813	$	—	$	18	$	101,795

Short-term investment securities as of August 3, 2024, February 3, 2024 and July 29, 2023 all mature in one year or less. Long-term investment securities as of February 3, 2024 all mature after one year but in less than two years.

(g)Prepaid Expenses and Other Current Assets

Prepaid expenses as of August 3, 2024, February 3, 2024 and July 29, 2023 were $33.9 million, $30.5 million, and $33.1 million, respectively. Other current assets as of August 3, 2024, February 3, 2024 and July 29, 2023 were $103.0 million, $123.5 million, and $88.3 million, respectively.

(h)Other Accrued Expenses

Other accrued expenses include accrued capital expenditures of $49.3 million, $48.3 million, and $65.1 million as of August 3, 2024, February 3, 2024 and July 29, 2023, respectively.

(i)Deferred Compensation

The Five Below, Inc. Non qualified Deferred Compensation Plan (the "Deferred Comp Plan") and a related, irrevocable grantor trust (the "Trust") provides eligible key crew with the opportunity to elect to defer up to 80% of their eligible compensation. The Company may make discretionary contributions, at the discretion of the Board. Payments under the Deferred Comp Plan will be made from the general assets of the Company or from the assets of the Trust, funded by the Company. The related liability is recorded as deferred compensation and included in other long-term liabilities in the consolidated balance sheets.

(2)Revenue from Contracts with Customers

Revenue Transactions

Revenue from store operations, including third party delivery services, is recognized at the point of sale when control of the product is transferred to the customer at such time. Internet sales, through the Company's fivebelow.com e-commerce website, are recognized when the customer receives the product as control transfers upon delivery. Returns subsequent to the period end are immaterial; accordingly, no significant reserve has been recorded. Gift card sales to customers are initially recorded as liabilities and recognized as sales upon redemption for merchandise or as breakage revenue in proportion to the pattern of redemption of the gift cards by the customer in net sales.

The transaction price for the Company’s sales is based on the item’s stated price. To the extent that the Company charges customers for shipping and handling on e-commerce sales, the Company records such amounts in net sales. Shipping and handling costs, which include fulfillment and shipping costs related to the Company's e-commerce operations, are included in costs of goods sold. As permitted by applicable accounting guidance, ASU 2014-09 "Revenue from Contracts with Customers," the Company has elected to exclude all sales taxes collected from customers and remitted to governmental authorities from net sales in the accompanying consolidated statements of operations.

Disaggregation of Revenue

The following table provides information about disaggregated revenue by groups of products: leisure, fashion and home, and snack and seasonal (dollars in thousands):


	Thirteen Weeks Ended				Thirteen Weeks Ended
	August 3, 2024				July 29, 2023
	Amount		Percentage of Net Sales		Amount		Percentage of Net Sales
Leisure	$	374,905	45.2	%	$	360,110	47.5	%
Fashion and home	249,386		30.0	%	219,668		28.9	%
Snack and seasonal	205,778		24.8	%	179,203		23.6	%

Total	$	830,069	100.0	%	$	758,981	100.0	%

	Twenty-Six Weeks Ended				Twenty-Six Weeks Ended
	August 3, 2024				July 29, 2023
	Amount		Percentage of Net Sales		Amount		Percentage of Net Sales
Leisure	$	748,739	45.6	%	$	710,308	47.8	%
Fashion and home	477,658		29.1	%	415,505		28.0	%
Snack and seasonal	415,535		25.3	%	359,415		24.2	%

Total	$	1,641,932	100.0	%	$	1,485,228	100.0	%

(3) Leases

The Company determines if an arrangement contains a lease at the inception of a contract. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

During the thirteen weeks ended August 3, 2024, the Company committed to 48 new store leases with average terms of approximately 10 years that have future minimum lease payments of approximately $85.1 million.

All of the Company's leases are classified as operating leases and the associated assets and liabilities are presented as separate captions in the consolidated balance sheets. As of August 3, 2024 and July 29, 2023, the weighted average remaining lease term for the Company's operating leases was 7.5 years and 7.4 years, respectively, and the weighted average discount rate was 5.4% and 5.2%, respectively.

The following table is a summary of the Company's components for net lease costs (in thousands):


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
Lease Cost	August 3, 2024		July 29, 2023		August 3, 2024		July 29, 2023
Operating lease cost	$	76,393	$	65,081	$	150,011	$	127,427
Variable lease cost	23,241		18,536		44,972		36,746
Net lease cost*	$	99,634	$	83,617	$	194,983	$	164,173

* Excludes short-term lease cost, which is immaterial.

The following table summarizes the maturity of lease liabilities under operating leases as of August 3, 2024 (in thousands):


Maturity of Lease Liabilities	Operating Leases
2024	$	166,759
2025	336,350
2026	324,327
2027	304,079
2028	279,406
After 2028	895,358
Total lease payments	2,306,279
Less: imputed interest	411,784
Present value of lease liabilities	$	1,894,495

The following table summarizes the supplemental cash flow disclosures related to leases (in thousands):


	Twenty-Six Weeks Ended
	August 3, 2024		July 29, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Cash payments arising from operating lease liabilities (1)	$	112,933	$	108,649
Supplemental non-cash information:
Operating lease liabilities arising from obtaining right-of-use assets	$	212,454	$	166,593

(1) Included within operating activities in the Company's Consolidated Statements of Cash Flows.

(4) Income Per Common Share

Basic income per common share amounts are calculated using the weighted average number of common shares outstanding for the period. Diluted income per common share amounts are calculated using the weighted average number of common shares outstanding for the period and include the dilutive impact of exercised stock options as well as assumed vesting of restricted stock awards and shares currently available for purchase under the Company's Employee Stock Purchase Plan, using the treasury stock method. Performance-based restricted stock units are considered contingently issuable shares for diluted income per common share purposes and the dilutive impact, if any, is not included in the weighted average shares until the performance conditions are met. The dilutive impact, if any, for performance-based restricted stock units, which are subject to market conditions based on the Company's total shareholder return relative to a pre-defined peer group, are included in the weighted average shares.

The following table reconciles net income and the weighted average common shares outstanding used in the computations of basic and diluted income per common share (in thousands, except for share and per share data):


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	August 3, 2024		July 29, 2023		August 3, 2024		July 29, 2023
Numerator:
Net income	$	33,000	$	46,835	$	64,467	$	84,313






Denominator:
Weighted average common shares outstanding - basic	55,027,663		55,675,357		55,097,840		55,662,930
Dilutive impact of options, restricted stock units and employee stock purchase plan	14,925		126,150		51,053		126,393
Weighted average common shares outstanding - diluted	55,042,588		55,801,507		55,148,893		55,789,323
Per common share:
Basic income per common share	$	0.60	$	0.84	$	1.17	$	1.51
Diluted income per common share	$	0.60	$	0.84	$	1.17	$	1.51

SEC Form 10-Q filed by Five Below Inc.