Item 1. Financial Statements
Item 1. Financial Statements.
Citi Trends, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share data)
April 30,
January 29,
2022
2022
Assets
Current assets:
Cash and cash equivalents
$
61,657
$
49,788
Inventory
129,715
123,835
Prepaid and other current assets
16,354
14,997
Income tax receivable
—
3,987
Total current assets
207,726
192,607
Property and equipment, net of accumulated depreciation of $ 268,982 and $ 283,445 as of April 30, 2022 and January 29, 2022, respectively
68,213
75,282
Operating lease right of use assets
241,686
201,827
Deferred income taxes
4,316
2,992
Other assets
1,287
1,317
Total assets
$
523,228
$
474,025
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$
87,857
$
98,879
Operating lease liabilities
46,910
47,803
Accrued expenses
22,439
14,532
Accrued compensation
11,175
25,896
Income tax payable
6,713
—
Layaway deposits
944
364
Total current liabilities
176,038
187,474
Noncurrent operating lease liabilities
203,856
168,304
Other long-term liabilities
2,155
2,104
Total liabilities
382,049
357,882
Stockholders’ equity:
Common stock, $ 0.01 par value. Authorized 32,000,000 shares; 16,159,393 shares issued as of April 30, 2022 and 16,090,365 shares issued as of January 29, 2022; 8,515,802 shares outstanding as of April 30, 2022 and 8,617,210 shares outstanding as of January 29, 2022
159
159
Paid in capital
101,187
101,037
Retained earnings
302,361
272,158
Treasury stock, at cost; 7,643,591 shares held as of April 30, 2022 and 7,473,155 shares held as of January 29, 2022
( 262,528 )
( 257,211 )
Total stockholders’ equity
141,179
116,143
Commitments and contingencies (Note 7)
Total liabilities and stockholders’ equity
$
523,228
$
474,025
See accompanying notes to the condensed consolidated financial statements (unaudited).
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Citi Trends, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
Thirteen Weeks Ended
April 30,
May 1,
2022
2021
Net sales
$
208,215
$
285,381
Cost of sales (exclusive of depreciation)
( 127,011 )
( 163,791 )
Selling, general and administrative expenses
( 71,026 )
( 77,892 )
Depreciation
( 5,445 )
( 4,697 )
Gain on sale-leaseback
34,920
—
Income from operations
39,653
39,001
Interest income
—
4
Interest expense
( 76 )
( 47 )
Income before income taxes
39,577
38,958
Income tax provision
( 9,374 )
( 8,061 )
Net income
$
30,203
$
30,897
Basic net income per common share
$
3.59
$
3.27
Diluted net income per common share
$
3.59
$
3.23
Weighted average number of shares outstanding
Basic
8,407
9,450
Diluted
8,407
9,571
See accompanying notes to the condensed consolidated financial statements (unaudited).
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Citi Trends, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Thirteen Weeks Ended
April 30,
May 1,
2022
2021
Operating activities:
Net income
$
30,203
$
30,897
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
5,445
4,697
Non-cash operating lease costs
12,468
12,210
Loss on disposal of property and equipment
—
53
Deferred income taxes
( 1,324 )
1,054
Insurance proceeds related to operating activities
794
451
Non-cash stock-based compensation expense
2,277
1,087
Gain on sale-leaseback
( 34,920 )
—
Changes in assets and liabilities:
Inventory
( 6,493 )
1,653
Prepaid and other current assets
( 1,539 )
( 1,932 )
Other assets
30
( 402 )
Accounts payable
( 11,266 )
24,530
Accrued expenses and other long-term liabilities
( 11,113 )
( 8,598 )
Accrued compensation
( 14,721 )
( 11,248 )
Income tax payable
10,700
6,980
Layaway deposits
580
307
Net cash (used in) provided by operating activities
( 18,879 )
61,739
Investing activities:
Purchases of property and equipment
( 8,012 )
( 5,936 )
Insurance proceeds related to investing activities
691
191
Proceeds from sale-leaseback
45,513
—
Net cash provided by (used in) investing activities
38,192
( 5,745 )
Financing activities:
Payments of debt issuance costs
—
( 270 )
Cash used to settle withholding taxes on the vesting of nonvested restricted stock
( 2,127 )
( 2,155 )
Repurchases of common stock
( 5,317 )
( 45,470 )
Net cash used in financing activities
( 7,444 )
( 47,895 )
Net increase in cash and cash equivalents
11,869
8,099
Cash and cash equivalents:
Beginning of period
49,788
123,177
End of period
$
61,657
$
131,276
Supplemental disclosures of cash flow information:
Cash paid for interest
$
39
$
32
Cash (refunds) payments of income taxes
$
( 2 )
$
27
Supplemental disclosures of non-cash investing activities:
Accrual for purchases of property and equipment
$
1,647
$
1,023
See accompanying notes to the condensed consolidated financial statements (unaudited).
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Citi Trends, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(in thousands, except share amounts)
Common Stock
Paid in
Retained
Treasury Stock
Shares
Amount
Capital
Earnings
Shares
Amount
Total
Balances — January 29, 2022
16,090,365
$
159
$
101,037
$
272,158
7,473,155
$
( 257,211 )
$
116,143
Vesting of nonvested shares
—
1
—
—
—
—
1
Issuance of nonvested shares
109,157
—
—
—
—
—
—
Issuance of comon stock under incentive plan, net of shares withheld for taxes
15,977
—
—
—
—
—
—
Forfeiture of nonvested shares
( 15,761 )
—
—
—
—
—
—
Stock-based compensation expense
—
—
2,277
—
—
—
2,277
Net share settlement of nonvested shares
( 40,345 )
( 1 )
( 2,127 )
—
—
—
( 2,128 )
Repurchase of common stock
—
—
—
—
170,436
( 5,317 )
( 5,317 )
Net income
—
—
—
30,203
—
—
30,203
Balances — April 30, 2022
16,159,393
$
159
$
101,187
$
302,361
7,643,591
$
( 262,528 )
$
141,179
Common Stock
Paid in
Retained
Treasury Stock
Shares
Amount
Capital
Earnings
Shares
Amount
Total
Balances — January 30, 2021
15,981,394
$
158
$
95,484
$
209,918
6,104,493
$
( 141,926 )
$
163,634
Issuance of nonvested shares under incentive plan
17,278
—
—
—
—
—
—
Forfeiture of nonvested shares
( 3,005 )
—
—
—
—
—
—
Stock-based compensation expense
—
—
1,087
—
—
—
1,087
Net share settlement of nonvested shares
( 22,666 )
—
( 2,155 )
—
—
—
( 2,155 )
Repurchase of common stock
—
—
—
—
537,496
( 45,470 )
( 45,470 )
Net income
—
—
—
30,897
—
—
30,897
Balances — May 1, 2021
15,973,001
$
158
$
94,416
$
240,815
6,641,989
$
( 187,396 )
$
147,993
See accompanying notes to the condensed consolidated financial statements (unaudited).
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Citi Trends, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
April 30, 2022
1. Significant Accounting Policies
Basis of Presentation
Citi Trends, Inc. and its subsidiary (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. As of April 30, 2022, the Company operated 614 stores in urban, suburban and rural markets in 33 states.
The condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim reporting and are unaudited. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The condensed consolidated balance sheet as of January 29, 2022 is derived from the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 (the “2021 Form 10-K”). These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2021 Form 10-K. Operating results for the first quarter of 2022 are not necessarily indicative of the results that may be expected for the fiscal year as a result of the seasonality of the business, the current economic uncertainty and the extent to which future business will be impacted by the COVID-19 pandemic.
Fiscal Year
The following contains references to fiscal years 2022 and 2021, which represent fiscal years ending or ended on January 28, 2023 and January 29, 2022, respectively. Fiscal 2022 and 2021 both have 52 -week accounting periods.
2. COVID-19 Pandemic
The COVID-19 pandemic continues to evolve and has caused significant volatility and disruptions in our business, particularly during fiscal 2021 and 2020. Despite the recent improvement in trends, we cannot reasonably predict the extent to which our future business will be impacted by the pandemic.
3. Cash and Cash Equivalents/Concentration of Credit Risk
For purposes of the condensed consolidated balance sheets and condensed consolidated statements of cash flows, the Company considers all highly liquid investments with maturities at date of purchase of three months or less to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents. The Company places its cash and cash equivalents in what it believes to be high credit quality banks and institutional money market funds. The Company maintains cash accounts that exceed federally insured limits.
4. Earnings per Share
Basic earnings per common share amounts are calculated using the weighted average number of common shares outstanding for the period. Diluted earnings per common share amounts are calculated using the weighted average number of common shares outstanding plus the additional dilution for all potentially dilutive securities, such as nonvested restricted stock. During loss periods, diluted loss per share amounts are based on the weighted average number of common shares outstanding, because the inclusion of common stock equivalents would be antidilutive.
The dilutive effect of stock-based compensation arrangements is accounted for using the treasury stock method. The Company includes as assumed proceeds the amount of compensation cost attributed to future services and not yet recognized. For the first quarter of 2022 and 2021, there were 222,000 and 38,000 shares of nonvested restricted stock, respectively, excluded from the calculation of diluted earnings per share because of antidilution.
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The following table provides a reconciliation of the weighted average number of common shares outstanding used to calculate basic earnings per share to the number of common shares and common stock equivalents outstanding used in calculating diluted earnings per share:
Thirteen Weeks Ended
April 30, 2022
May 1, 2021
Weighted average number of common shares outstanding
8,407,284
9,449,792
Incremental shares from assumed vesting of nonvested restricted stock
—
121,044
Weighted average number of common shares and common stock equivalents outstanding
8,407,284
9,570,836
5. Revolving Credit Facility
In October 2011, the Company entered into a five-year , $ 50 million credit facility with Bank of America. The facility was amended in August 2015 and May 2020 to extend the maturity dates. The facility was further amended on April 15, 2021 to modify terms and extend the maturity date to April 15, 2026. The amended facility provides a $ 75 million credit commitment and a $ 25 million uncommitted “accordion” feature that under certain circumstances could allow the Company to increase the size of the facility to $ 100 million. The facility is secured by the Company’s inventory, accounts receivable and related assets, but not its real estate, fixtures and equipment, and it contains one financial covenant, a fixed charge coverage ratio, which is applicable and tested only in certain circumstances. The facility has an unused commitment fee of 0.20 % and permits the payment of cash dividends subject to certain limitations. Borrowings under the credit facility bear interest (a) for Eurodollar Loans, at a rate equal to the Eurodollar Rate plus either 1.25 % , 1.50 % or 1.75 % , or (b) for Base Rate Loans, at a rate equal to the highest of (i) the prime rate, (ii) the Federal Funds Rate plus 0.5 % or (iii) the Eurodollar Rate plus 1.0 % , plus, in each case either 0.25 % , 0.50 % or 0.75 % , based in any such case on the average daily availability for borrowings under the facility.
As of April 30, 2022, the Company had no borrowings under the credit facility and $ 0.6 million of letters of credit outstanding.
6. Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. If there is a change in tax rates, the Company would recognize the impact of such change in income in the period that includes the enactment date.
For the first quarter of 2022 and 2021, the Company utilized the annual effective tax rate method to calculate income taxes. The effective income tax rate was 23.7 % for the first quarter of 2022, compared to 20.7 % for the first quarter of 2021. The difference in the tax rate was due to a favorable tax impact of restricted stock vestings in the prior year.
7. Commitments and Contingencies
The Company from time to time is involved in various legal proceedings incidental to the conduct of its business, including claims by customers, landlords, employees or former employees. Once it becomes probable that the Company will incur costs in connection with a legal proceeding and such costs can be reasonably estimated, the Company establishes appropriate reserves. While legal proceedings are subject to uncertainties and the outcome of any such matter is not predictable, the Company is not aware of any legal proceedings pending or threatened against it that it expects to have a material adverse effect on its financial condition, results of operations or liquidity.
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8. Stock Repurchases
Repurchases of Common Stock
The Company periodically repurchases shares of its common stock under board-authorized repurchase programs. Such repurchases may be made in the open market, through block trades or through other negotiated transactions. Share repurchases were as follows (in thousands, except per share data):
Thirteen Weeks Ended
April 30, 2022
May 1, 2021
Total number of shares purchased
170
537
Average price paid per share (including commissions)
$
31.20
$
84.60
Total investment
$
5,317
$
45,470
On March 15, 2022, the Company announced that its board of directors approved an additional $ 30 million stock repurchase program. At April 30, 2022, $ 54.7 million remained available under the Company’s stock repurchase authorization.
9. Revenue
Revenue Recognition
The Company’s primary source of revenue is derived from the sale of clothing and accessories to its customers with the Company’s performance obligations satisfied immediately when the customer pays for their purchase and receives the merchandise. Sales taxes collected by the Company from customers are excluded from revenue. Revenue from layaway sales is recognized at the point in time when the merchandise is paid for and control of the goods is transferred to the customer, thereby satisfying the Company’s performance obligation. The Company defers revenue from the sale of gift cards and recognizes the associated revenue upon the redemption of the cards by customers to purchase merchandise.
Sales Returns
The Company allows customers to return merchandise for up to 30 days after the date of sale. Expected refunds to customers are recorded based on estimated margin using historical return information.
Disaggregation of Revenue
The Company’s retail operations represent a single operating segment based on the way the Company manages its business. Operating decisions and resource allocation decisions are made at the Company level in order to maintain a consistent retail store presentation. The Company’s retail stores sell similar products, use similar processes to sell those products, and sell their products to similar classes of customers.
In the following table, the Company’s revenue from contracts with customers is disaggregated by “CITI” or major merchandise category. The percentage of net sales for each CITI with the merchandise assortment was approximately:
Thirteen Weeks Ended
April 30,
May 1,
2022
2021
Ladies
28
%
29
%
Kids
21
%
20
%
Accessories & Beauty
18
%
17
%
Mens
16
%
18
%
Home & Lifestyle
9
%
8
%
Footwear
8
%
8
%
10. Leases
The Company leases its retail store locations and certain office space and equipment. Leases for store locations are typically for a term of five years with options to extend for one or more five-year periods. The Company analyzes all leases at inception to determine if a right-of-use asset and lease liability should be recognized. Leases with an initial term of 12 months or less and leases with mutual termination clauses are not included on the condensed consolidated balance sheets. The lease liability is measured at the present value of future lease payments as of the lease commencement date.
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In April 2022, the Company completed a sale-leaseback of its distribution center in Darlington, South Carolina for net proceeds of approximately $ 45.5 million. The total annual rent for this property starts at approximately $ 3.2 million with increases of 2 % annually over the 20-year lease term. The net proceeds included $ 5.6 million of advance funding for a capital improvement project that will be amortized over the 20-year lease term. The lease contains the option to extend for six additional periods of five years each. The transaction met the requirements for sale-leaseback accounting, resulting in a gain of approximately $ 34.9 million on the condensed consolidated statements of operations. The related land and property were removed from property and equipment, and an operating lease right-of-use asset and lease liability of $ 42.6 million and $ 37.0 million, respectively, were recorded in the condensed consolidated balance sheets.
Total lease cost is comprised of operating lease costs, short-term lease costs, and variable lease costs, which include rent paid as a percentage of sales, common area maintenance, real estate taxes and insurance for the Company’s real estate leases. Lease costs consisted of the following (in thousands):
Thirteen Weeks Ended
April 30, 2022
May 1, 2021
Operating lease cost
$
13,861
$
12,953
Variable lease cost
2,333
2,981
Short term lease cost
346
316
Total lease cost
$
16,540
$
16,250
Future minimum lease payments as of April 30, 2022 are as follows (in thousands):
Fiscal Year
Lease Costs
Remainder of 2022
$
41,190
2023
56,306
2024
48,025
2025
37,547
2026
27,194
Thereafter
100,676
Total future minimum lease payments
310,938
Less: imputed interest
( 60,172 )
(1)
Total present value of lease liabilities
$
250,766
(2)
(1) Calculated using the discount rate for each lease.
(2) Includes short-term and long-term portions of operating lease liabilities.
Certain operating leases provide for fixed monthly rents, while others provide for contingent rents computed as a percentage of net sales and others provide for a combination of both fixed monthly rents and contingent rents computed as a percentage of net sales.
Supplemental cash flows and other information related to operating leases are as follows (in thousands, except for weighted average amounts):
Thirteen Weeks Ended
April 30, 2022
May 1, 2021
Cash paid for operating leases
$
14,557
$
13,919
Right of use assets obtained in exchange for new operating lease liabilities
$
52,327
$
17,529
Weighted average remaining lease term (years) - operating leases
7.37
5.17
Weighted average discount rate - operating leases
3.71 %
3.07 %
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.