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8-K

Citi Trends Inc (CTRN)

8-K 2022-11-29 For: 2022-11-29
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Added on April 06, 2026

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(Date of earliest event reported): November 29, 2022

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
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(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 29, 2022, the Company issued a press release reporting its financial results for the third quarter ended October 29, 2022 (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 (the “Securities Act”), 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 29, 2022.
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,<br> INC.
Date: November 29,<br> 2022 By: /s/<br> Heather Plutino
Name: Heather Plutino
Title: Chief Financial Officer

Exhibit 99.1

CITI TRENDS ANNOUNCES THIRD QUARTER 2022 RESULTS

Total third quarter sales of $192.3 million with gross marginof 39.8%

Comparable sales decreased 18.3% vs. 19.7% increase in Q3 2021vs. Q3 2019; 3 year stack of 1.4%

Net income of $24.6 million; adjusted operating income* of $2.4million

Diluted EPS of $3.02; adjusted diluted EPS* of $0.24 vs. dilutedloss per share of ($0.09) in 2019

Completes second sale-leaseback transaction for $36 million;Q3 cash balance of $77.8 million

Reiterates Second Half 2022 guidance

SAVANNAH, GA (November 29, 2022) — 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 Latinx families in the United States, today reported results for the third quarter ended October 29, 2022.

The Company is reporting select operating results for the third quarter and the nine months ending October 29, 2022 relative to the same periods of 2019 due to the unique operating environment resulting from the COVID-19 pandemic and related government stimulus in 2020 and 2021.

Financial Highlights – Third Quarter 2022

Total<br> sales of $192.3 million decreased 15.6% vs. Q3 2021 and increased 5.1% vs. Q3 2019; comparable<br> sales decreased 18.3% compared to Q3 2021 on top of a 19.7% increase in Q3 2021 vs. Q3 2019;<br> 3 year stack of 1.4%
Comparable<br> store transactions vs. prior year sequentially improved 760 bps from Q2 2022 to Q3 2022,<br> an improvement of 1,270 bps from Q1 2022
Gross<br> margin of 39.8% vs. 40.3% in Q3 2021 and 37.4% in Q3 2019
SG&A<br> expense dollars declined 7.6% vs. Q3 2021; SG&A expenses deleveraged 310 bps vs. Q3 2021<br> to 35.9% of total sales on lower sales base and deleveraged 10 bps vs. Q3 2019
Operating<br> income of $31.6 million, or $2.4 million as adjusted* for the gain on the sale of a distribution<br> center, compared to $11.6 million in Q3 2021 and compared to operating loss of ($1.6) million<br> in Q3 2019
Net<br> income of $24.6 million vs. net loss of ($1.1) million in 2019
Adjusted<br> EBITDA* of $7.5 million compared to $17.1 million in Q3 2021 and $2.9 million in Q3 2019
Diluted<br> EPS of $3.02, or $0.24 as adjusted*, vs. diluted EPS of $1.03 in Q3 2021 and diluted loss<br> per share of ($0.09) in Q3 2019
Quarter-end<br> total dollar inventory increased 1.3% vs. Q3 2021 vs. an increase of 25.5% at end of Q2 2022;<br> decreased 5.1% compared to Q3 2019
Cash<br> of $77.8 million at the end of the quarter, with no debt and no borrowings under a $75 million<br> credit facility

***Financial Highlights –***39 weeks ended October 29, 2022

Total<br> sales of $585.6 million decreased 22.0% vs. 2021 and increased 2.6% vs. 2019; comparable<br> sales decreased 24.5% compared to 2021 on top of a 26.9% increase in 2021 vs. 2019; 3 year<br> stack of 2.4%
Gross<br> margin of 39.0% vs. 41.3% in 2021 and 37.4% in 2019
Operating<br> income of $67.9 million, or $3.8 million as adjusted* for the gain on the sale of two distribution<br> centers, vs. $66.9 million in 2021 and $7.3 million in 2019, or $8.3 million as adjusted*
Net<br> income of $52.3 million, or $2.9 million as adjusted*, vs. $52.4 million in 2021 and $7.1<br> million in 2019, or $8.0 million as adjusted*
--- ---
Adjusted<br> EBITDA* of $19.6 million vs. $82.2 million in 2021 and $22.6 million in 2019
Diluted<br> EPS of $6.34, or $0.35 as adjusted*, vs. diluted EPS of $5.71 in 2021 and $0.60 in 2019,<br> or $0.67 as adjusted*

Chief Executive Officer Comments

David Makuen, Chief Executive Officer, said, “Despite a challenging inflationary climate, we delivered on our third quarter internal expectations, demonstrating the resiliency of our agile operating model and the continued loyalty of our customers. We generated a healthy gross margin rate of 39.8% and adjusted operating income of $2.4 million, ending the quarter with only 1.3% more inventory than last year. We remain committed to controlling expenses while maintaining a strong cash position as we maximize the impact our Buy, Move, Sell and Support teams can have on improving our operating capabilities.”

Mr. Makuen continued, “As we look to the final quarter of the year, our stores are ready for the holiday season and are excited to help our customers Gift Big and Spend Less. With a successful Black Friday weekend in our rearview mirror, we look forward to many big selling days ahead as we close out this dynamic year. We are knee deep in planning for an exciting 2023 anchored by reimagined processes, revved up leadership and meaningful technology and infrastructure solutions positioning us to achieve our long-term vision for growth.”

Capital Return Program Update

In the third quarter, the Company did not repurchase any shares of its common stock. During the 39 weeks ending October 29, 2022, the Company repurchased approximately 331,000 shares of its common stock at an aggregate cost of $10.0 million. At the end of the third quarter of 2022, $50.0 million remained available under the Company’s share repurchase program.

Sale-Leaseback Update

As previously announced, the Company underwent a comprehensive review of its owned real estate. As a result, in September, the Company completed the sale-leaseback transaction with an affiliate of Oak Street Real Estate Capital, LLC, a division of Blue Owl, for its distribution center located in Roland, Oklahoma for $36 million.

Guidance

The Company is reiterating its guidance for the second half of 2022, as set forth in the second quarter 2022 earnings release. That guidance, which included the impact of the sale-leaseback of the Roland distribution center, is as follows:

Expects<br> low single digit increase in second half total sales compared to first half total sales
Expects<br> gross margin to remain in the high 30s to low 40s range for the second half
Expects<br> significantly less SG&A expense deleverage in the second half vs. the same period in<br> the prior year as a result of swift expense reduction actions net of incremental lease expense<br> from the sale-leaseback transactions
Expects<br> second half operating income to be approximately in line with the second half of 2019
Expects<br> year-end cash balance of approximately $85 million to $100 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) 281-1210. A replay of the conference call will be available until December 6, 2022, by dialing (402) 977-9140 and entering the passcode, 22021130.

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 Latinx families in the United States. The Company operates 615 stores located in 33 states. For more information, visit 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.

Forward-Looking Statements

All statements other than historicalfacts contained in this news release, including statements regarding the Company’s future financial results and position, businesspolicy 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; public health emergenciessuch as the ongoing COVID-19 pandemic and associated containment and remediation efforts, the potential negative impacts of COVID-19on the global economy and foreign sourcing; the impacts of COVID-19 on the Company's financial condition, business operations and liquidity,including the re-closure of any or all of the Company’s retail stores and distribution centers; 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; consumer confidence and changes in 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; 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 associatedwith building, remodeling, opening and operating new stores; and delays associated with building and opening or expanding new or existingdistribution centers. Any forward-looking statements by the Company, with respect to guidance, the repurchase of shares pursuant to ashare repurchase program, or otherwise, are intended to speak only as of the date such statements are made. Except as required byapplicable law, including the securities laws of the United States and the rules and regulations of the Securities and ExchangeCommission, the Company does not undertake to publicly update any forward-looking statements in this news release or with respect tomatters described herein, whether as a result of any new information, future events or otherwise.

Contact:

Tom Filandro/Rachel<br> Schacter
ICR, Inc.<br><br> <br>CitiTrendsIR@icrinc.com

CITI TRENDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)

Thirteen Weeks Ended
October 29, 2022 October 30, 2021 November 2, 2019
Net sales $ 192,323 $ 227,959 $ 183,050
Cost of sales (exclusive of depreciation shown separately below) (115,741 ) (136,071 ) (114,579 )
Selling, general and administrative expenses (69,092 ) (74,784 ) (65,539 )
Depreciation (5,076 ) (5,527 ) (4,520 )
Gain on sale-leaseback 29,168
Income (loss) from operations 31,582 11,577 (1,588 )
Interest income 202 18 421
Interest expense (76 ) (76 ) (39 )
Income (loss) before income taxes 31,708 11,519 (1,206 )
Income tax (expense) benefit (7,120 ) (2,505 ) 122
Net income (loss) $ 24,588 $ 9,014 $ (1,084 )
Basic net income (loss) per common share $ 3.02 $ 1.04 $ (0.09 )
Diluted net income (loss) per common share $ 3.02 $ 1.03 $ (0.09 )
Weighted average number of shares outstanding
Basic 8,145 8,706 11,636
Diluted 8,145 8,787 11,636
Thirty-Nine Weeks Ended
--- --- --- --- --- --- --- --- --- ---
October 29, 2022 October 30, 2021 November 2, 2019
(unaudited) (unaudited) (unaudited)
Net sales $ 585,550 $ 750,621 $ 570,912
Cost of sales (exclusive of depreciation shown separately below) (357,341 ) (440,404 ) (357,429 )
Selling, general and administrative expenses (208,599 ) (228,059 ) (191,975 )
Depreciation (15,793 ) (15,218 ) (13,741 )
Asset impairment (472 )
Gain on sale-leasebacks 64,088
Income from operations 67,905 66,940 7,295
Interest income 204 24 1,214
Interest expense (230 ) (200 ) (117 )
Income before income taxes 67,879 66,764 8,392
Income tax expense (15,624 ) (14,363 ) (1,311 )
Net income $ 52,255 $ 52,401 $ 7,081
Basic net income per common share $ 6.34 $ 5.77 $ 0.60
Diluted net income per common share $ 6.34 $ 5.71 $ 0.60
Weighted average number of shares outstanding
Basic 8,237 9,081 11,831
Diluted 8,237 9,179 11,842

CITI TRENDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(inthousands)


October 29, 2022 October 30, 2021
(unaudited) (unaudited)
Assets:
Cash and cash equivalents $ 77,771 $ 12,023
Short-term investment securities 35,462
Inventory 128,511 126,899
Prepaid and other current assets 12,903 19,392
Property and equipment, net 60,912 71,945
Operating lease right of use assets 264,667 196,529
Deferred tax assets 873
Other noncurrent assets 1,218 5,319
Total assets $ 546,855 $ 467,569
Liabilities and Stockholders' Equity:
Accounts payable $ 83,451 $ 102,599
Accrued liabilities 30,528 41,306
Current operating lease liabilities 48,294 47,141
Other current liabilities 1,486 1,870
Noncurrent operating lease liabilities 222,430 163,390
Other noncurrent liabilities 2,204 2,003
Total liabilities 388,393 358,309
Total stockholders' equity 158,462 109,260
Total liabilities and stockholders' equity $ 546,855 $ 467,569

CITI TRENDS, INC.

RECONCILIATION OF GAAP BASIS OPERATING RESULTS TO

ADJUSTED NON-GAAP OPERATING RESULTS

(unaudited)

(in thousands, except per share data)

The Company makes reference in this release to adjusted net income, adjusted earnings per diluted share, adjusted operating income, EBITDA 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 29, 2022
As Reported Adjustment (1) As Adjusted
Net sales $ 192,323 $ $ 192,323
Cost of sales (exclusive of depreciation shown separately below) (115,741 ) (115,741 )
Selling, general and administrative expenses (69,092 ) (69,092 )
Depreciation (5,076 ) (5,076 )
Gain on sale-leaseback 29,168 (29,168 )
Income from operations 31,582 (29,168 ) 2,414
Interest income 202 202
Interest expense (76 ) (76 )
Income before income taxes 31,708 (29,168 ) 2,540
Income tax expense (7,120 ) 6,550 (570 )
Net income $ 24,588 $ (22,618 ) $ 1,970
Basic net income per common share $ 3.02 $ 0.24
Diluted net income per common share $ 3.02 $ 0.24
Weighted average number of shares outstanding
Basic 8,145 8,145
Diluted 8,145 8,145
Thirty-Nine Weeks Ended October 29, 2022
--- --- --- --- --- --- --- --- --- ---
As Reported Adjustment (1) As Adjusted
Net sales $ 585,550 $ $ 585,550
Cost of sales (exclusive of depreciation shown separately below) (357,341 ) (357,341 )
Selling, general and administrative expenses (208,599 ) (208,599 )
Depreciation (15,793 ) (15,793 )
Gain on sale-leasebacks 64,088 (64,088 )
Income from operations 67,905 (64,088 ) 3,817
Interest income 204 204
Interest expense (230 ) (230 )
Income before income taxes 67,879 (64,088 ) 3,791
Income tax expense (15,624 ) 14,751 (873 )
Net income $ 52,255 $ (49,337 ) $ 2,918
Basic net income per common share $ 6.34 $ 0.35
Diluted net income per common share $ 6.34 $ 0.35
Weighted average number of shares outstanding
Basic 8,237 8,237
Diluted 8,237 8,237
Thirty-Nine Weeks Ended November 2, 2019
--- --- --- --- --- --- --- --- --- ---
As Reported Adjustment (2) As Adjusted
Net sales $ 570,912 $ $ 570,912
Cost of sales (exclusive of depreciation shown separately below) (357,429 ) (357,429 )
Selling, general and administrative expenses (191,975 ) 1,042 (190,933 )
Depreciation (13,741 ) (13,741 )
Asset impairment (472 ) (472 )
Income from operations 7,295 1,042 8,337
Interest income 1,214 1,214
Interest expense (117 ) (117 )
Income before income taxes 8,392 1,042 9,434
Income tax expense (1,311 ) (163 ) (1,474 )
Net income $ 7,081 $ 879 $ 7,960
Basic net income per common share $ 0.60 $ 0.67
Diluted net income per common share $ 0.60 $ 0.67
Weighted average number of shares outstanding
Basic 11,831 11,831
Diluted 11,842 11,842

(1)  Gain on sale of building(s) and related tax effects

(2)  Proxy contest expenses and related tax effects

CITI TRENDS, INC.

RECONCILIATION OF GAAP BASIS OPERATING RESULTS TO

ADJUSTED NON-GAAP OPERATING RESULTS

(unaudited)

(in thousands)

Thirteen Weeks Ended
October 29, 2022 October 30, 2021 November 2, 2019
Net income (loss) $ 24,588 $ 9,014 $ (1,084 )
Interest income (202 ) (18 ) (421 )
Interest expense 76 76 39
Income tax expense (benefit) 7,120 2,505 (122 )
Depreciation 5,076 5,527 4,520
EBITDA $ 36,658 $ 17,104 $ 2,932
Gain on sale-leaseback (29,168 )
Adjusted EBITDA $ 7,490 $ 17,104 $ 2,932
Thirty-Nine Weeks Ended
--- --- --- --- --- --- --- --- --- ---
October 29, 2022 October 30, 2021 November 2, 2019
Net income $ 52,255 $ 52,401 $ 7,081
Interest income (204 ) (24 ) (1,214 )
Interest expense 230 200 117
Income tax expense 15,624 14,363 1,311
Depreciation 15,793 15,218 13,741
EBITDA $ 83,698 $ 82,158 $ 21,036
Gain on sale-leasebacks (64,088 )
Asset impairment 472
Proxy contest expenses 1,042
Adjusted EBITDA $ 19,610 $ 82,158 $ 22,550