8-K
Citi Trends Inc (CTRN)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C.20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Dateof earliest event reported): November 28, 2023
Citi Trends, Inc.
(Exact name ofregistrant as specified in its charter)
| Delaware | 000-51315 | 52-2150697 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 104 Coleman Boulevard, Savannah, Georgia | 31408 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (912) 236-1561
Former
name or former address, if changed since last report: Not applicable
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 (See General Instruction A.2 below):
| ¨ | 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, $0.01 par value | CTRN | Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 November 28, 2023, the Company issued a press release reporting its financial results for the third quarter ended October 28, 2023 (the “Press Release”). A copy of the Press Release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1, the contents of which are incorporated herein solely for purposes of this Item 2.02 disclosure by this reference.
The information contained in this Item 2.02, including the Press Release attached to this Current Report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 2.02, including the Press Release, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 28, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 thereunto duly authorized.
| CITI TRENDS, INC. | ||
|---|---|---|
| Date: November 28, 2023 | By: | /s/ Heather Plutino |
| Name: | Heather Plutino | |
| Title: | Chief Financial Officer |
Exhibit 99.1
CITI TRENDS ANNOUNCES THIRD QUARTER2023 RESULTS
Total third quarter sales of $179.5million; Year-to-date total sales of $532.8 million
Strong gross margin of 38.2%;Year-to-date gross margin of 37.7%, or 37.8% as adjusted*
Total liquidity of $135 millionand no debt
Improved topline momentum fourthquarter to date
Company provides updated fiscal2023 guidance
SAVANNAH, GA (November 28, 2023) — Citi Trends, Inc. (NASDAQ: CTRN), a leading specialty value retailer of apparel, accessories and home trends for way less spend primarily for African American and multicultural families in the United States, today reported results for the third quarter ended October 28, 2023.
Financial Highlights – Third Quarter 2023
| · | Total<br>sales of $179.5 million decreased 6.7% vs. Q3 2022; Comparable store sales decreased 6.2% compared to Q3 2022 |
|---|---|
| · | Gross<br>margin of 38.2% vs. 39.8% in Q3 2022, flat to Q2 2023 gross margin |
| · | Operating<br>loss of $6.0 million, or a loss of $7.0 million as adjusted*, compared to operating income of $31.6 million, or $2.4 million as adjusted*<br>in Q3 2022 |
| · | Net<br>loss per share of $0.47, or adjusted net loss per share* of $0.56, vs. net earnings per share of $3.02, or $0.24 as adjusted* |
| · | Quarter-end<br>total dollar inventory increased 0.9% compared to Q3 2022 |
| · | Total<br>liquidity of approximately $135 million at the end of the quarter, made up of $59.7 million of cash, no borrowings under a $75 million<br>credit facility, and no debt |
| · | During<br>Q3 2023, the Company closed 5 stores and remodeled 7 stores, which brings total remodels to 15 for the year. The Company ended the quarter<br>with 606 stores |
Financial Highlights – 39 weeks ended October 28, 2023
| · | Total<br>sales of $532.8 million decreased 9.0% vs. 2022; Comparable store sales decreased 8.7% compared to 2022 |
|---|---|
| · | Gross<br>margin of 37.7%, or 37.8% as adjusted*, vs. 39.0% in 2022 |
| · | Operating<br>loss of $23.4 million, or a loss of $22.7 million as adjusted*, compared to operating income of $67.9 million in 2022, or $3.8 million<br>as adjusted* |
| · | Net<br>loss of $15.5 million, or $15.0 million as adjusted*, compared to net income of $52.3 million in 2022, or $2.9 million as adjusted* |
| · | Adjusted<br>EBITDA* of ($8.5) million vs. $19.6 million in 2022 |
| · | Net<br>loss per share of $1.89, or adjusted net loss per share* of $1.83, vs. diluted earnings per share of $6.34 in 2022, or $0.35 as adjusted* |
Chief Executive Officer Comments
David Makuen, Chief Executive Officer, said, “In the third quarter, our team continued to advance our strategic initiatives while navigating a very challenging selling environment and controlling the controllables like we always do. We successfully managed the middle of the P&L as we registered a strong gross margin of 38.2% and kept operating expense dollars essentially flat compared to the prior year. That said, our third quarter topline performance did not meet our expectations, with sales held back more than we expected by the ongoing challenging macroeconomic backdrop. Our primarily low-income customer base is being more selective and purchasing much closer to need as they navigate higher costs of living, a buying pattern further impacted by unseasonably warm weather throughout the quarter.”
Mr. Makuen continued, “I am pleased to report that we’ve experienced improved top line momentum fourth quarter to date. Our customers are loving our Ready. Set. GIFT! Campaign with a timely in-store setup of a wide offering of gifts, from great toys to fragrances to Bluetooth speakers and apparel for the whole family, all at incredible values. I am truly grateful to our teams for their unwavering dedication in serving our African American and multicultural families in the heart of their local neighborhoods. Importantly, the strength of our balance sheet with total liquidity of $135 million at quarter-end and no debt, provides us the necessary flexibility to navigate the dynamic macroeconomic and consumer environment while maintaining our focus on our strategic initiatives and creating long-term shareholder value.”
Capital Return Program Update
In the third quarter of 2023, the Company did not repurchase any shares of its common stock. At the end of the third quarter of 2023, $50.0 million remained available under the Company’s share repurchase program.
Guidance
The Company is updating its outlook for fiscal 2023 as follows:
| · | Full year total sales are expected to be down mid-single digits as compared<br>to fiscal 2022 |
|---|---|
| · | Full year gross margin is still expected to be in the high thirties |
| --- | --- |
| · | Full year EBITDA* expected to be in the range of $1 million to $7 million |
| --- | --- |
| · | Full year capex is expected to be in the range of $17 million to $20 million |
| --- | --- |
| · | Year end cash balance is expected to be in the range of $80 million to $90<br>million |
| --- | --- |
| · | Implied fourth quarter total sales are expected to be approximately flat<br>to up low-single digits vs. Q4 2022 with EBITDA in the range of $9 million to $15 million |
| --- | --- |
Investor Conference Call and Webcast
Citi Trends will host a conference call today at 9:00 a.m. ET. The number to call for the live interactive teleconference is (312) 281-2972. A replay of the conference call will be available until December 5, 2023, by dialing (800) 633-8284 and entering the passcode, 22028257.
The live broadcast of Citi Trends' conference call will be available online at the Company's website, cititrends.com, under the Investor Relations section, beginning today at 9:00 a.m. ET. The online replay will follow shortly after the call and will be available for replay for one year.
During the conference call, the Company may discuss and answer questions concerning business and financial developments and trends that have occurred after quarter-end. The Company’s responses to questions, as well as other matters discussed during the call, may contain or constitute information that has not been disclosed previously.
About Citi Trends
Citi Trends, Inc. is a leading specialty value retailer of apparel, accessories and home trends for way less spend primarily for African American and multicultural families in the United States. The Company operates 606 stores located in 33 states. For more information, visit www.cititrends.com or your local store.
*Non-GAAP Financial Measures
The historical non-GAAP financial measures discussed herein are reconciled to their corresponding GAAP measures at the end of this press release. The Company is unable to provide a full reconciliation of the forward-looking non-GAAP financial measure used in 2023 guidance without unreasonable effort because it is not possible to predict certain of its adjustment items with a reasonable degree of certainty. This information is dependent upon future events and may be outside of the Company’s control and its unavailability could have a significant impact on its financial results.
Forward-Looking Statements
All statements other thanhistorical facts contained in this news release, including statements regarding the Company’s future financial results and position,business policy and plans, objectives and expectations of management for future operations and capital allocation expectations, are forward-lookingstatements that are subject to material risks and uncertainties. The words "believe," "may," "could," "plans," "estimate," “expects,” "continue," "anticipate," "intend," "expect," “upcoming,” “trend” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements, althoughnot all forward-looking statements contain such language. Statements with respect to earnings, sales or new store guidance are forward-lookingstatements. Investors are cautioned that any such forward-looking statements are subject to the finalization of the Company’s quarter-endfinancial and accounting procedures, are not guarantees of future performance or results, and are inherently subject to risks and uncertainties,some of which cannot be predicted or quantified. Actual results or developments may differ materially from those included in the forward-lookingstatements as a result of various factors which are discussed in our Annual Reports and Quarterly Reports on Forms 10-K and 10-Q, respectively,and any amendments thereto, filed with the Securities and Exchange Commission. These risks and uncertainties include, but are not limitedto, uncertainties relating to general economic conditions, including inflation, energy and fuel costs, unemployment levels, and any deteriorationwhether caused by acts of war, terrorism, political or social unrest (including any resulting store closures, damage or loss of inventory)or other factors; changes in market interest rates and market levels of wages; natural disasters such as hurricanes; uncertainty and economicimpact of pandemics, epidemics or other public health emergencies such as the ongoing COVID-19 pandemic ; transportation and distributiondelays or interruptions; changes in freight rates; the Company’s ability to attract and retain workers; the Company’s abilityto negotiate effectively the cost and purchase of merchandise inventory risks due to shifts in market demand; the Company’s abilityto gauge fashion trends and changing consumer preferences; changes in consumer confidence and consumer spending patterns; competitionwithin the industry; competition in our markets; the duration and extent of any economic stimulus programs; changes in product mix; interruptionsin suppliers’ businesses; the ongoing assessment and impact of the cyber disruption we identified on January 14, 2023, includinglegal, reputational, financial and contractual risks resulting from the disruption, and other risks related to cybersecurity, data privacyand intellectual property; temporary changes in demand due to weather patterns; seasonality of the Company’s business; changesin market interest rates and market levels of wages; the results of pending or threatened litigation; delays associated with building,remodeling, opening and operating new stores; and delays associated with building and opening or expanding new or existing distributioncenters. Any forward-looking statements by the Company, with respect to guidance, the repurchase of shares pursuant to a share repurchaseprogram, or otherwise, are intended to speak only as of the date such statements are made. Except as required by applicable law,including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, the Companydoes not undertake to publicly update any forward-looking statements in this news release or with respect to matters described herein,whether as a result of any new information, future events or otherwise.
Contact:
Tom Filandro/Rachel Schacter
ICR, Inc.
CitiTrendsIR@icrinc.com
CITI TRENDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(inthousands, except per share data)
| Thirteen Weeks Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| October 28, 2023 | October 29, 2022 | October 30, 2021 | |||||||
| Net sales | $ | 179,520 | $ | 192,323 | $ | 227,959 | |||
| Cost of sales (exclusive of depreciation shown separately below) | (110,942 | ) | (115,741 | ) | (136,071 | ) | |||
| Selling, general and administrative expenses | (69,654 | ) | (69,092 | ) | (74,784 | ) | |||
| Depreciation | (4,749 | ) | (5,076 | ) | (5,527 | ) | |||
| Asset impairment | (178 | ) | — | — | |||||
| Gain on sale-leaseback | — | 29,168 | — | ||||||
| (Loss) income from operations | (6,003 | ) | 31,582 | 11,577 | |||||
| Interest income | 894 | 202 | 18 | ||||||
| Interest expense | (76 | ) | (76 | ) | (76 | ) | |||
| (Loss) income before income taxes | (5,185 | ) | 31,708 | 11,519 | |||||
| Income tax benefit (expense) | 1,322 | (7,120 | ) | (2,505 | ) | ||||
| Net (loss) income | $ | (3,863 | ) | $ | 24,588 | $ | 9,014 | ||
| Basic net (loss) income per common share | $ | (0.47 | ) | $ | 3.02 | $ | 1.04 | ||
| Diluted net (loss) income per common share | $ | (0.47 | ) | $ | 3.02 | $ | 1.03 | ||
| Weighted average number of shares outstanding | |||||||||
| Basic | 8,238 | 8,145 | 8,706 | ||||||
| Diluted | 8,238 | 8,145 | 8,787 | ||||||
| Thirty-Nine Weeks Ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| October 28, 2023 | October 29, 2022 | October 30, 2021 | |||||||
| Net sales | $ | 532,762 | $ | 585,550 | $ | 750,621 | |||
| Cost of sales (exclusive of depreciation shown separately below) | (331,827 | ) | (357,341 | ) | (440,404 | ) | |||
| Selling, general and administrative expenses | (210,004 | ) | (208,599 | ) | (228,059 | ) | |||
| Depreciation | (14,138 | ) | (15,793 | ) | (15,218 | ) | |||
| Asset impairment | (178 | ) | — | — | |||||
| Gain on sale-leasebacks | — | 64,088 | — | ||||||
| (Loss) income from operations | (23,385 | ) | 67,905 | 66,940 | |||||
| Interest income | 2,804 | 204 | 24 | ||||||
| Interest expense | (228 | ) | (230 | ) | (200 | ) | |||
| (Loss) income before income taxes | (20,809 | ) | 67,879 | 66,764 | |||||
| Income tax benefit (expense) | 5,279 | (15,624 | ) | (14,363 | ) | ||||
| Net (loss) income | $ | (15,530 | ) | $ | 52,255 | $ | 52,401 | ||
| Basic net (loss) income per common share | $ | (1.89 | ) | $ | 6.34 | $ | 5.77 | ||
| Diluted net (loss) income per common share | $ | (1.89 | ) | $ | 6.34 | $ | 5.71 | ||
| Weighted average number of shares outstanding | |||||||||
| Basic | 8,215 | 8,237 | 9,081 | ||||||
| Diluted | 8,215 | 8,237 | 9,179 |
CITI TRENDS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands)
| October 28, 2023 | October 29, 2022 | |||
|---|---|---|---|---|
| Assets: | ||||
| Cash and cash equivalents | $ | 59,726 | $ | 77,771 |
| Inventory | 129,727 | 128,511 | ||
| Prepaid and other current assets | 14,572 | 12,903 | ||
| Property and equipment, net | 56,658 | 60,912 | ||
| Operating lease right of use assets | 239,282 | 264,667 | ||
| Deferred tax assets | 7,197 | 873 | ||
| Other noncurrent assets | 1,050 | 1,218 | ||
| Total assets | $ | 508,212 | $ | 546,855 |
| Liabilities and Stockholders' Equity: | ||||
| Accounts payable | $ | 83,393 | $ | 83,451 |
| Accrued liabilities | 24,985 | 30,528 | ||
| Current operating lease liabilities | 46,511 | 48,294 | ||
| Other current liabilities | 1,269 | 1,486 | ||
| Noncurrent operating lease liabilities | 196,856 | 222,430 | ||
| Other noncurrent liabilities | 2,132 | 2,204 | ||
| Total liabilities | 355,146 | 388,393 | ||
| Total stockholders' equity | 153,066 | 158,462 | ||
| Total liabilities and stockholders' equity | $ | 508,212 | $ | 546,855 |
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)
(in thousands, except per share data)
The Company makes reference in this release to adjusted gross margin, adjusted operating income, adjusted net income, adjusted earnings per share and adjusted EBITDA. The Company believes these supplemental measures reflect operating results that are more indicative of the Company's ongoing operating performance while improving comparability to prior and future periods, and as such, may provide investors with an enhanced understanding of the Company's past financial performance and prospects for the future. This information is not intended to be considered in isolation or as a substitute for net income or earnings per diluted share prepared in accordance with generally accepted accounting principles (GAAP).
| Thirteen Weeks Ended | ||||||
|---|---|---|---|---|---|---|
| October 28, 2023 | October 29, 2022 | |||||
| Reconciliation of Adjusted Operating (Loss) Income | ||||||
| Operating (loss) income | $ | (6,003 | ) | $ | 31,582 | |
| Gain on insurance | (1,188 | ) | — | |||
| Asset impairment | 178 | — | ||||
| Gain on sale-leaseback | — | (29,168 | ) | |||
| Adjusted operating (loss) income | $ | (7,013 | ) | $ | 2,414 | |
| Thirteen Weeks Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| October 28, 2023 | October 29, 2022 | |||||
| Reconciliation of Adjusted Diluted EPS | ||||||
| Diluted (loss) earnings per share | $ | (0.47 | ) | $ | 3.02 | |
| Gain on insurance | (0.14 | ) | — | |||
| Asset impairment | 0.02 | — | ||||
| Gain on sale-leaseback | — | (3.58 | ) | |||
| Tax effect | 0.03 | 0.80 | ||||
| Adjusted diluted (loss) earnings per share | $ | (0.56 | ) | $ | 0.24 | |
| Thirty-Nine<br> Weeks Ended | ||||||
| --- | --- | --- | --- | |||
| October 28, 2023 | ||||||
| Reconciliation of Adjusted Gross Margin | ||||||
| Net sales | $ | 532,762 | ||||
| Cost of sales | (331,827 | ) | ||||
| Gross profit | $ | 200,935 | ||||
| Gross margin | 37.7 | % | ||||
| Cyber incident expenses | $ | 513 | ||||
| Adjusted gross profit | $ | 201,448 | ||||
| Adjusted gross margin | 37.8 | % | ||||
| Thirty-Nine Weeks Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| October 28, 2023 | October 29, 2022 | |||||
| Reconciliation of Adjusted Operating (Loss) Income | ||||||
| Operating (loss) income | $ | (23,385 | ) | $ | 67,905 | |
| Gain on insurance | (1,188 | ) | — | |||
| Asset impairment | 178 | — | ||||
| Cyber incident expenses | 1,723 | — | ||||
| Gain on sale-leaseback | — | (64,088 | ) | |||
| Adjusted operating (loss) income | $ | (22,672 | ) | $ | 3,817 | |
| Thirty-Nine Weeks Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| October 28, 2023 | October 29, 2022 | |||||
| Reconciliation of Adjusted Net (Loss) Income | ||||||
| Net (loss) income | $ | (15,530 | ) | $ | 52,255 | |
| Gain on insurance | (1,188 | ) | — | |||
| Asset impairment | 178 | — | ||||
| Cyber incident expenses | 1,723 | — | ||||
| Gain on sale-leaseback | — | (64,088 | ) | |||
| Tax effect | (181 | ) | 14,751 | |||
| Adjusted net (loss) income | $ | (14,998 | ) | $ | 2,918 | |
| Thirty-Nine Weeks Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| October 28, 2023 | October 29, 2022 | |||||
| Reconciliation of Adjusted Diluted EPS | ||||||
| Diluted (loss) earnings per share | $ | (1.89 | ) | $ | 6.34 | |
| Gain on insurance | (0.14 | ) | — | |||
| Asset impairment | 0.02 | — | ||||
| Cyber incident expenses | 0.21 | — | ||||
| Gain on sale-leaseback | — | (7.78 | ) | |||
| Tax effect | (0.02 | ) | 1.79 | |||
| Adjusted diluted (loss) earnings per share | $ | (1.83 | ) | $ | 0.35 | |
| Thirty-Nine Weeks Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| October 28, 2023 | October 29, 2022 | |||||
| Reconciliation of Adjusted EBITDA | ||||||
| Net (loss) income | $ | (15,530 | ) | $ | 52,255 | |
| Interest income | (2,804 | ) | (204 | ) | ||
| Interest expense | 228 | 230 | ||||
| Income tax (benefit) expense | (5,279 | ) | 15,624 | |||
| Depreciation | 14,138 | 15,793 | ||||
| Gain on insurance | (1,188 | ) | — | |||
| Asset impairment | 178 | — | ||||
| Cyber incident expenses | 1,723 | — | ||||
| Gain on sale-leaseback | — | (64,088 | ) | |||
| Adjusted EBITDA | $ | (8,534 | ) | $ | 19,610 |