What changed in this filing

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Item 1. Business

2022-04-14 compared with 2021-04-14 · 105 added, 86 removed, 156 unchanged (55% of the section changed)

Overview and History

We are a growing specialty value retailer of apparel, accessories and home trends primarily for African American and Latinx families.

Citi Trends, Inc.

(“Citi Trends” or the “Company”) is a growing specialty value retailer of apparel, accessories and home trends for way less spend, primarily for African American and Latinx families in the United States.

Our high-quality and trend-right merchandise offerings at everyday low prices are designed to appeal to the fashion and trend preferences of value-conscious customers.

Based on the strength of our brand and experienced leadership team, we believe we have fostered deep customer loyalty and high shopping frequency in the underserved communities in which we operate.

As a purpose-led company, we strive to consistently bring our purpose – Live BOLD, live PROUD and respect ALL – to life for both our customers and our associates, each and every day.

Our stores are located at the crossroads of low to moderate income households and serve as a “one-stop-shop” for the entire family.

Our stores average approximately 11,000 square feet of selling space and are typically located in outdoor community shopping centers across a variety of urban, suburban and rural markets.

As of January 30, 2021, we operated 585 stores in 33 states.

Our team is focused on delivering a memorable store experience anchored in value, and we currently maintain an informational website at www.cititrends.com that assists customers in finding stores and seeing the latest trends available in our stores.

Our predecessor, Allied Department Stores, was founded in 1946 and grew into a chain of family apparel stores operating in the Southeast.

In 1999, the Company, then consisting of 85 stores, was acquired by a private equity firm.

Following this acquisition, management rebranded the stores to “Citi Trends” and implemented several strategies to focus on offering curated assortments for our target customers and improve our operating and financial performance.

After the successful implementation of these strategies and the growth of our chain from 85 stores to 212 stores, we completed an initial public offering of our common stock on May 18, 2005.

Since our initial public offering, we have grown our chain 175% to 585 stores as of January 30, 2021.

We opened 18 new stores in fiscal 2020 (and closed 4 stores) and we plan to open at least 30 new stores in fiscal 2021.

We believe we have opportunity to grow our store base to 1,000 stores over time.

We are a Delaware corporation, and our executive offices are located at 104 Coleman Boulevard, Savannah, Georgia 31408 and our telephone number is (912) 236-1561.

Our Internet address is www.cititrends.com .

The reference to our web site address in this Report does not constitute the incorporation by reference of the information contained at the web site into this Report.

We make available, free of charge through publication on our web site, copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we have filed such materials with, or furnished such materials to, the SEC.

In addition, you may read and print any materials we file with the SEC on the SEC’s web site at www.sec.gov .

As of January 29, 2022, we operated 609 stores in 33 states with a focus on delivering a memorable store experience anchored in value.

Competitive Strengths and Strategies

Our goal is to be the leading specialty value retailer of apparel, accessories and home trends for African American and Latinx families with an average annual household income of approximately $40,000.

We strive to provide our customers with a place to shop that is fashionable, fresh, friendly, fair and fun.

We strive to provide our customers with a place that is fresh

and fun for the family at prices that don’t break the bank .

We believe the following business strengths differentiate us from our competitors and are important to our success:

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We do not attempt to dictate trends, but rather, we devote considerable effort to identifying emerging trends and ensuring that our wide assortment of apparel and non-apparel merchandise is curated to appeal to the preferences of our target customers.

Our buying staff tests new emerging trends before reordering and actively manages the mix of basic, fashion, trend and branded products in our stores to keep the offering fresh and current.

Our buying team tests new emerging trends before reordering and actively manages the mix of basic, fashion, trend and branded products in our stores to keep the offering fresh and current.

Superior Value Proposition .

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We maintain strong sourcing relationships with a large group of suppliers.

Our buying team located in New York City plans, develops and creates curated assortments by purchasing goods developed specifically with our customers in mind and opportunistically available excess inventory from reliable and trustworthy vendors, with the majority of our merchandise purchased for the current season and a lesser quantity held for sale in future seasons.

Our buying team located primarily in New York City plans, develops and creates curated assortments by purchasing goods developed specifically with our customers in mind and opportunistically available excess inventory from reliable and trustworthy vendors, with the majority of our merchandise purchased for the current season and a lesser quantity held for sale in future seasons.

To foster vendor relationships, we pay vendors promptly and do not ask for typical retail concessions, such as promotional and markdown allowances.

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Our stores are neat, orderly and clean, offering a friendly and fun environment.

In the first quarter of fiscal 2021, we launched our first “CTx” store, which represents the first major overhaul to our store format in over 10 years.

Our CTx format is a completely redesigned floor layout with an emphasis on visual merchandising that provides an enhanced shopping experience for our customers and drives sales conversion.

Going forward, all of our new and remodeled stores will be based on the CTx format.

Friendly and Helpful Store Associates .

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Many of our store associates live in the neighborhoods where our stores are located and frequently shop our stores themselves.

Approximately 80% of our associates identify as African American or Latinx, and we have always led with a diverse and inclusive workplace.

We have always led with a diverse and inclusive workplace;

more than 80% of our store associates are African American or Latinx, and more than 90% of our store management positions are filled by women.

As a result, our store associates cultivate a unique culture at our stores that creates a high level of connectivity with our customers.

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Our senior management team, led by David Makuen, our Chief Executive Officer, has extensive value retail experience across a broad range of disciplines, including merchandising, real estate, finance, store operations, supply chain management and information technology.

Our management team plans and drives our growth strategy, which is based on our constant focus on providing trend-driven merchandise anchored in value to the lower income, underserved African American and Latinx populations.

Our management team plans and drives our growth strategy, which is based on our constant focus on providing trend-driven merchandise anchored in value to the lower income, underserved

African American and Latinx populations.

We believe our management team is integral to our success and positions us well for long-term growth.

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These areas of focus are:

Growing Our Fleet .

We believe that we have the potential to grow to 1,000 stores as a result of a third-party study conducted in 2020.

This represents a potential 70% increase in the size of our current fleet and will give us the opportunity to build stores in geographies for the following population segments:

African American-centric geographies, Melting Pot geographies (containing a mix of African Americans and Latinx families), and Latinx-centric geographies.

Optimizing the Product Mix .

Growing Our Fleet and Expanding our Customer Base .

We believe that we have the potential to grow to more than 1,000 stores as a result of a third-party study conducted in 2020.

This represents a potential 65% increase in the size of our current fleet and will give us the opportunity to build stores in both African American and multicultural geographies.

An integral component of growing our fleet is the introduction of our CTx format, an exciting refresh to our store format and experience.

Along with adding new stores, we will continually remodel existing stores in this new CTx format, with expectations that more than 50% of our stores will have the new CTx format by the end of fiscal 2024.

Optimizing the Assortment .

We believe that our unique ability to curate assortments for our target customers further differentiates our model.

Through a combination of directly sourced products and highly recognized brands grounded in everyday value, we are known for delivering constant newness and freshness, causing a high repeat shopping rate.

Through a combination of products made exclusively for our core customers and highly recognized brands grounded in everyday value, we are known for delivering constant newness and freshness, resulting in a high repeat shopping rate.

We practice rigorous inventory management, prioritizing choice and breadth over depth, improving our speed to market and driving faster turns.

We also leverage consumer insights and analytics to add incremental assortments to our offerings.

Continued expansion of non-apparel categories and investments in systems and automation will further optimize our product mix.

Further, we employ disciplined product development and pricing studies to expand margin in certain areas of our assortment, particularly with our products that are highly curated for our core customers.

Investing in Our Infrastructure .

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● “Buy” is everything associated with buying, planning and allocating the assortments that we offer to our customers.

We plan to invest in systems and data to enhance our teams’ roles and how they operate.

We are currently investing in systems and data to enhance our teams’ roles and how they operate.

● “Move” translates to our supply chain and how we move goods from the time an order is placed through getting it to the selling floor.

Investments in this area include upgrades to our distribution centers and system enhancements in order to increase speed and productivity.

● “Sell” relates to operations at our retail stores.

Our investments in this area include expanding and enhancing the chain and implementing important tools such as a new point-of-sale system and workflow apps to improve store productivity.

Investments in this area are in progress and include upgrades to our distribution centers and system enhancements in order to increase speed and productivity.

● “Sell” relates to both operations at our retail stores and adding new stores to our fleet.

Our investments in this area consist primarily of expanding and enhancing the chain in our new CTx format.

In fiscal 2021, we implemented important tools such as a new point-of-sale system and workflow apps to improve store productivity.

Making a Difference .

Our team is committed to making a difference in the African American and Latinx communities that we serve.

We will start the journey towards being more sustainable as a company, towards taking diversity and inclusion to the next level, and ensuring that we operate with the highest of ethics.

See “Community Involvement” under “Human Capital Management” below for more information on our initiatives to make a difference.

We are on a journey towards being more sustainable as a company, taking diversity and inclusion to the next level, and ensuring we operate with the highest of ethics.

See “Community Involvement” under “Human Capital Management” below for more information on our initiatives to make a difference, including our CITI cares Council formed in August 2020 to create and oversee initiatives of change that will have a positive impact in the lives of our customers and associates .

We strongly believe that our growth strategy centered around these four areas will accelerate our sales and earnings growth.

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Our buyers have extensive experience and have developed long-standing relationships with many of our vendors.

The buying office is located in New York City, and the team travels regularly to the major United States markets, visiting major manufacturers and attending national and regional trade shows.

Our buying office is located in New York City, and the team travels regularly to the major United States markets, visiting major manufacturers and attending national and regional trade shows.

Our buying team sources goods in a couple of ways.

First, we source a curated compilation of the latest trends and fashion from a constantly growing base of vendors that manufacture products for Citi Trends’ core customers.

First, we source a curated compilation of the latest trends and fashion from a constantly growing base of vendors that manufacture products exclusively for Citi Trends’ core customers.

Our buyers collaborate with these vendors to design products that are of high aesthetic value and appealing to our customers.

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This allows us to deliver exciting value on select highly desirable goods.

Beginning in fiscal 2021, we launched an initiative to increase the penetration of Black and Brown-owned brands in our merchandise assortment.

This initiative will further enable us to support many entrepreneurs that we believe will deepen our connection with our target customers.

We allocate merchandise across our stores according to fact-based plans that are created by our planning and allocation teams.

Our staff utilizes a centralized management system to monitor merchandise purchasing, planning and allocation in order to maximize inventory turnover, identify and respond to changing product demands and determine the timing of markdowns to our merchandise.

A store-level planning system assists our team in their efforts to allocate merchandise to individual stores based on sales performance and planned inventory levels.

The buyers also regularly review the age and performance of the merchandise and manage both the reordering and clearance processes.

Our staff utilizes a centralized management system to monitor merchandise purchasing, planning and allocation in order to maximize inventory turnover, identify and respond to changing customer demands and determine the timing of markdowns to our merchandise.

A store-level planning system assists our planning and allocation team in their efforts to allocate merchandise to individual stores based on sales performance and planned inventory levels.

We plan to implement significant technology upgrades to each of these systems in fiscal 2022.

Our buyers also regularly review the age and performance of merchandise and manage both the reordering and markdown processes.

Store Operations

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We hire a diverse staff of women and men from the local area surrounding our stores.

As of January 31, 2021, nearly 80% of our store associates are African American or Latinx, and more than 90% of our store management positions are filled by women.

We cater to entire families and offer a one-stop shopping experience that meets the vital needs of these underserved communities.

As of January 29, 2022, more than 80% of our store associates are African American or Latinx, and more than 90% of our store management positions are filled by women.

We cater to entire families and offer a one-stop shopping experience in the underserved communities in which we operate.

We welcome everyone with “Hi, welcome to Citi Trends” and we develop a longstanding rapport with many of our customers, many of whom we know by name.

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Our mission is to curate highly appealing products at value prices for our core customers.

We provide them a place to shop that is fashionable, friendly, fresh, fair and fun.

We provide a place to shop that is fresh and fun for the entire family at prices that don’t break the bank.

A critical component of our success is to maintain an environment that is neat, clean and organized, where everyone is welcome.

The typical store is staffed with a Store Manager, two or three Assistant Managers and seven to eight part-time Sales Associates, all of whom rotate work days on a shift basis.

Our employees are critical to achieving our goals, and we strive to hire employees from the local community with high energy levels and motivation.

We have well-established store operating policies and procedures and an extensive 30-day in-store training program for new store managers and assistant managers.

The typical store is staffed with a Customer Experience Manager (“CEM”), Citi Merchandise Manager (“CMM”) and Citi Operations Manager (“COM”), along with seven to eight part-time Sales Associates, all of whom rotate work days on a shift basis.

Our associates are critical to achieving our goals, and we strive to hire associates from the local community with high energy levels and motivation.

We have well-established store operating policies and procedures and an extensive 30-day in-store training program for new store CEMs, CMMs and COMs.

Sales associates also participate in a 14-day customer service and store procedures training program, which is designed to enable them to assist customers in a friendly and helpful manner.

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Accordingly, we look for locations in outdoor community shopping centers that offer attractive rents and meet our demographic and economic criteria.

We have a dedicated real estate management team responsible for new store site selection and we employ rigorous analysis that is used during real estate committee meetings to approve final store selection decisions.

We have a dedicated real estate management team responsible for new store site selection, and we employ rigorous analysis to approve final store selection decisions.

In selecting a location, we target urban, suburban and rural markets and our strategy includes both further densification of existing markets and entering new markets over time.

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We aim to be an integral part of our customers’ community by providing a compelling shopping destination and career opportunities.

After completing a study in fiscal 2020 with a third-party provider, we believe we can grow our fleet to 1,000 stores over time.

After completing a study in fiscal 2020 with a third-party provider, we believe we can grow our fleet to more than 1,000 stores over time.

Advertising and Marketing

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We also maintain an informational website at www.cititrends.com which showcases our latest in-store products and provides information about our business, including a store locator.

All merchandise sold in our stores is shipped directly from our company-owned distribution centers in Darlington, South Carolina and Roland, Oklahoma, utilizing third-party delivery partners.

The substantial majority of merchandise sold in our stores is shipped directly from our company-owned distribution centers in Darlington, South Carolina and Roland, Oklahoma, utilizing third-party delivery partners.

Our stores receive multiple shipments of merchandise each week from our distribution centers.

In addition, we initiated a drop-shipment program in fiscal 2020 that enables us to expedite the delivery of select merchandise to our stores by shipping directly from our vendors.

In addition, we initiated a drop-shipment program in fiscal 2020 that we continued to expand in fiscal 2021 that enables us to expedite the delivery of select merchandise to our stores by shipping directly from our vendors.

The Darlington distribution center has 550,000 square feet of space, while the Roland distribution center has 565,000 square feet of space.

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We have developed and are executing on our strategic roadmap to upgrade our information systems.

In 2020, we delivered a new cloud-based merchandise planning and forecasting solution to streamline processes, increase accuracy and leverage alternative modeling techniques.

In addition, we are in the process of implementing a cloud-based business intelligence platform to provide robust analytical capabilities across our enterprise and extend visibility to granular levels of the business.

We are currently engaged in a point-of-sale replacement project that includes new hardware, software and payment systems for our stores.

The project will be completed in mid-2021 and is expected to improve our store operational processes, increase transactional efficiencies and provide enhanced visibility to the business.

We will continue to execute on our roadmap in 2021 with increased focus on improving our supply chain and merchandising systems while further leveraging data and analytics.

In fiscal 2021, we implemented a cloud-based business intelligence platform to provide robust analytical capabilities across our enterprise and extend visibility to granular levels of the business.

In addition, we completed a project to replace our point-of-sale systems across the entire fleet of stores, which included new hardware, software and payment systems to improve our store operational processes, increase transactional efficiencies and provide enhanced visibility to the business.

We will continue to execute on our roadmap in fiscal 2022 with the planned implementation of an upgraded ERP system for our merchandising and finance teams in 2022, as well as an increased focus on modernizing our supply chain systems and further enhancing our merchandising, planning and allocation systems to advance our use of data and analytics.

The markets we serve are highly competitive.

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We believe we have a competitive advantage in our offering of fashion and trends at everyday low prices, and our strategy of focusing on African American and Latinx customers puts Citi Trends in a unique competitive position.

We also believe we offer a more inviting store format than the traditional retailers, including our size and layout of merchandise, use of carpeted floors and colorful signage, and fixtures that are easy to shop.

Our competitors do not focus on trend apparel and, within their apparel offering, lack the specialized focus on fashionable mix that appeals to our core customers.

We also believe we offer a more inviting store format than the traditional retailers, including our assortment and layout of merchandise, use of carpeted floors and colorful signage, and fixtures that are easy to shop.

Our competitors generally focus less on trend-driven apparel and, within their apparel offering, lack the specialized focus on fashionable mix that appeals to our core customers.

As a result, we believe there is significant demand for a specialty value retailer that addresses the market of low and moderate income customers generally and, particularly, African American, Latinx and other customers who seek extreme value for fashion apparel, accessories and home goods.

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Intellectual Property

We regard our trademarks and service marks as having significant value and as being important to our marketing efforts.

Our trademarks and service marks have significant value and are important to our marketing efforts.

We have registered “Citi Trends” as a trademark with the U.S.

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“Citi Steps,” “Citi Trends Fashion for Less,” “Lil Ms Hollywood,” “Red Ape,” and “Vintage Harlem.” Our policy is to pursue registration of our marks and to oppose vigorously infringement of our marks.

The nature of our business is seasonal.

Historically, sales in the first and fourth quarters have been higher than sales achieved in the second and third quarters of the fiscal year.

Expenses and, to a greater extent, operating income, vary by quarter.

Results of a period shorter than a full year may not be indicative of results expected for the entire year due to changes in our business, consumer spending patterns, and the macroeconomic environment, including those resulting from the COVID-19 pandemic.

Furthermore, the seasonal nature of our business may affect comparisons between periods.

Human Capital Management

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We recognize the importance of attracting and retaining top talent in our workforce that reflects the communities we serve.

We strive to make Citi Trends a diverse, inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities.

As of January 30, 2021, we had approximately 3,000 full-time and approximately 2,200 part-time employees.

Of these employees, approximately 4,300 are employed in our stores and the remainder are employed in our distribution centers, buying offices and corporate office.

We are not a party to any collective bargaining agreements, and none of our employees are represented by a labor union.

We strive to make Citi Trends a diverse, inclusive and safe workplace, with opportunities for our associates to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our associates and their communities.

As of January 29, 2022, we had approximately 3,000 full-time and approximately 2,400 part-time associates.

Of these associates, approximately 4,500 are employed in our stores and the remainder are employed in our distribution centers, buying offices and corporate office.

We are not a party to any collective bargaining agreements, and none of our associates are represented by a labor union.

Corporate Culture.

In fiscal 2021 we launched a comprehensive new purpose and values culture platform.

The foundation of “Citi Life” is that Life is best when you live BOLD, live PROUD and respect ALL.

This is supported by our five core values that define who we are as a Company:

● One with My Citi.

We connect with our neighborhoods to develop long-standing relationships with the people and places that need us.

● Respect is Our Style.

We treat everyone like we want to be treated while celebrating our diversity and inclusion.

● Success is Your Trend.

Our associates can plan a path, follow it and get the support needed to build a career.

● Amaze Our Customers.

Our customers come first and it is our job to go above-and-beyond.

● Make it Fun.

Make it Fresh.

Make it Friendly.

We encourage a healthy, energetic atmosphere for our customers, friends and family.

We believe these core values represent the emotional connection that our customers and associates have with Citi Trends and are integral to the successful achievement of our growth plans.

Diversity and Inclusion .

We believe that a diverse and inclusive team is critical to our success.

We strive to foster an intentionally inclusive, diverse and productive working environment where our employees are valued and respected.

We strive to foster an intentionally inclusive, diverse and productive working environment where our associates are valued and respected.

We continue to focus on attracting, developing and retaining team members that reflect the diverse communities we serve.

As of January 31, 2021, nearly 80% of our employees are African American or Latinx and 83% of our employees are female.

As of January 29, 2022, more than 80% of our team members are African American or Latinx and 84% are female.

In addition, three of our nine board members are African American females.

Citi Trends embraces diversity and is committed to continued improvements throughout the Company.

The Compensation Committee of the Board provides oversight of the Company’s diversity and inclusion programs and key metrics associated with the programs.

Additionally, the newly formed Corporate Social Responsibility Committee of the Board will assist in developing processes to achieve the Company’s diversity objectives.

The Corporate Social Responsibility (“CSR”) Committee of the board monitors the Company’s progress towards its diversity and inclusion objectives, metrics and compliance with the Company’s responsibilities as an equal opportunity employer.

The CSR Committee works closely with the Compensation Committee and the Nominating and Corporate Governance Committee of the board to develop processes to achieve the Company’s diversity objectives and metrics .

In addition, our Chief Executive officer has signed the CEO Action Pledge for Diversity & Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace.

We have delegated a diverse group of Company ambassadors to pursue the actions outlined in the pledge to advance diversity and inclusion in the workplace.

Health, Safety and Wellness .

The success of our business is fundamentally connected to the well-being of our people.

Accordingly, we are committed to the health, safety and wellness of our employees.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees as well as the communities in which we operate.

On March 20, 2020, the Company temporarily closed all of its retail store locations and distribution centers.

Beginning April 24, 2020, the Company started to reopen stores in select states in accordance with state and local government guidelines and implemented additional safety measures for employees and customers.

As of July 18, 2020, the Company safely reopened all of its stores and distribution centers.

As of the end of fiscal 2020, many of the employees at the Company’s corporate and buying offices continue to work from home.

Accordingly, we are committed to the health, safety and wellness of our associates.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our associates as well as the communities in which we operate.

We continue to follow guidance released by state and federal health officials to create a safe environment for our associates to work and our customers to shop.

As of the end of fiscal 2021, many of the associates at the Company’s corporate and buying offices continued to work from home.

Compensation and Benefits .

We provide competitive compensation and comprehensive benefits programs to help meet the needs of our employees.

We provide competitive compensation and comprehensive benefits programs to help meet the needs of our associates.

In addition to salaries, these programs (which vary by position) include annual bonuses, stock awards, a 401(k) match, healthcare and insurance benefits, paid time off and personal/family leave.

Training and Development .

Our employees are critical to achieving our goals, and we strive to hire employees with high energy levels and motivation.

We have well-established store operating policies and procedures and an extensive 30-day in-store training program for new store managers and assistant managers.

Our associates are critical to achieving our goals, and we strive to hire associates with high energy levels and motivation.

We have well-established store operating policies and procedures and an extensive 30-day in-store training

program for new store management members.

Sales associates also participate in a 14-day customer service and store procedures training program, which is designed to enable them to assist customers in a friendly and helpful manner.

Our training and development programs provide employees with the resources they need to help achieve their career goals, build management skills and lead their organizations.

Commensurate with the introduction of our new purpose and values, we are in the process of developing significant enhancements to our training and development programs to further ensure they provide associates with the resources they need to help achieve their career goals, build management skills and lead their organizations.

Community Involvement .

We believe that building connections between our employees, their families and our communities creates a more meaningful, fulfilling and enjoyable workplace.

We formed the CITI cares (cares:

Citi Trends Against Racism Employee Solutions) Council in August 2020 to create and oversee initiatives of change that will have a positive impact in the lives of our customers and employees.

We believe that building connections between our associates, their families and our communities creates a more meaningful, fulfilling and enjoyable workplace.

We formed the CITI cares (“cares” - Citi Trends Against Racism Employee Solutions) Council in August 2020 to create and oversee initiatives of change that will have a positive impact in the lives of our customers and associates.

The CITI cares Council is a diverse group of associates who are passionate about making a difference.

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The purpose of the CITI cares Council is to collaborate with community leaders, organizations, individuals and established programs in local underserved communities on the core areas of education, healthcare, employment and exposure.

Additionally, Citi Trends has been engaged in multiple community programs.

Citi Trends has been engaged in multiple community programs.

In February 2021, we launched our Black History Makers program to honor Black entrepreneurs who are making an impact in their communities.

The program is designed to increase awareness of Black-owned businesses and will provide ten $5,000 grants to Black business owners.

The nature of our business is seasonal.

Historically, sales in the first and fourth quarters have been higher than sales achieved in the second and third quarters of the fiscal year.

Expenses and, to a greater extent, operating income, vary by quarter.

Furthermore, the seasonal nature of our business may affect comparisons between periods.

The program is designed to increase awareness of Black-owned businesses and provided ten $5,000 grants to Black business owners.

In February 2022, we launched our second annual campaign for this program to build on the momentum from last year.

Available Information

Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports, as well as other information that we file or furnish with the Securities and Exchange Commission (“SEC”) are available free of charge at https://ir.cititrends.com as soon as reasonably practicable after we file or furnish such material to the SEC.

In addition, the SEC maintains a website at http://www.sec.gov that contains information we electronically file or furnish to the SEC.

Our Corporate Governance Guidelines, Code of Ethics and the charters for the committees of our board of directors are also available free of charge at https://ir.cititrends.com or in print upon request.

Information on our website is not part of this or any other report we file or furnish to the SEC .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business