What changed in this filing

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Item 1. Business

2023-04-13 compared with 2022-04-14 · 80 added, 85 removed, 176 unchanged (48% of the section changed)

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.

(“Citi Trends” or the “Company”) 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.

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.

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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 that is fresh

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

Our goal is to be the leading specialty value retailer of apparel, accessories and home trends for African American and multicultural families with an average annual household income of approximately $38,000.

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 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.

Our buying team tests new and 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 .

We seek to offer top quality, fashionable merchandise for way less spend.

We believe our value proposition provides important access to trends that would otherwise be out of reach for the lower income customers we serve.

We believe our value proposition provides important access to trends for the lower-income customers we serve.

We do not employ high-low pricing strategies;

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We merchandise our stores to create a specialty store environment that serves as a destination that meets the apparel and non-apparel needs of the entire family.

Every store offers a wide variety of always-changing products for men and women of all sizes and children from newborn to size 20.

Every store offers a wide variety of always-changing, curated products for men and women of all sizes and children from newborn to size 20.

Our stores include a wide assortment of sportswear, dresses, outerwear, footwear, intimate apparel and sleepwear, jewelry, handbags, beauty products, home goods, tech accessories, health and beauty aids, candy, fitness products, team sports products, toys and books.

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

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.

Our buying team, located primarily in New York City, plans, develops and creates (i) curated assortments by purchasing goods developed specifically with our customers in mind and (ii) 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 do not ask for typical retail concessions, such as promotional and markdown allowances.

Dynamic Experience in a Friendly and Fun Environment .

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

Approximately 13% of our fleet was in the CTx format as of January 28, 2023.

Friendly and Helpful Store Associates .

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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.

more than 80% of our store associates are African American or multicultural, 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.

We strive to make our stores a destination where everyone is welcome, and our store associates foster that vision every day through enriched customer engagement.

Cost-Effective Store Locations and New Store Economics .

Compelling and Cost-Effective Store Locations .

We locate our stores in high-traffic outdoor community shopping centers that are convenient to low and moderate income neighborhoods.

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At the same time, from an investment perspective, we seek to design stores that are inviting and easy to shop, while limiting startup and fixturing costs.

Our store growth is supported by our new store economics, which we believe to be compelling.

Our new store model assumes a store size of approximately 11,000 square feet that achieves sales of approximately $1.4 million in the first full year of operations and an initial cash investment of approximately $0.4 million comprised of store build-out costs (net of tenant allowances), inventory (net of accounts payable) and cash pre-opening expenses.

Our new store model presents an attractive average payback period of two years on our initial investment.

Highly Talented and Motivated Leadership Team .

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 senior management team, led by David Makuen, our Chief Executive Officer, has extensive 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 multicultural populations.

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

Growth Strategy

We believe that Citi Trends is in a unique position for growth.

We have a loyal customer base, a long runway for store growth and a motivated leadership team, supported by a healthy balance sheet.

We have identified four strategic areas of focus that we believe will accelerate our sales and earnings growth over the next few years.

These areas of focus are:

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 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.

Business Strategy

We believe that Citi Trends is in a unique position to serve our loyal customer base, with a long runway for store growth and a motivated leadership team supported by a healthy balance sheet.

We have identified the following four priorities that we believe will support long-term sales and earnings growth:

Driving Comparable Store Productivity.

We believe that our unique ability to curate assortments for our target customers differentiates our model while driving customer loyalty and repeat visits.

Sharpening our focus on trend development and actively refining our assortment strategies will enable us to continue to exceed our customers’ expectations while broadening the appeal of the brand.

We believe that our store associates, many coming from the neighborhoods we serve, are another key component of the in-store experience.

They create an exciting and welcoming shopping experience for our customers and serve as a valuable source of insights on our core customers’ needs and preferences.

Finally, we believe that an integral part of our sales growth is the continued roll-out of our CTx format, an exciting refresh to our store format and experience.

We are continuing to remodel existing stores in this new CTx format, and all new stores will open in the CTx format.

While we believe that maximizing the productivity of our existing fleet provides significant opportunity for sales and earnings growth, we continue to believe that Citi Trends can grow to approximately 1,000 locations over time.

This goal, supported by a third-party study conducted in 2020, represents a potential 65% increase in the size of our current fleet, giving us the opportunity to increase our presence in both African American and multicultural geographies.

Managing Inventory and Maximizing Margin .

We believe that our sourcing methodology further differentiates our model.

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

Our open-to-buy process allows us to be flexible and respond to trends.

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.

We also leverage consumer insights and analytics to add incremental assortments to our offerings appealing to both African American and multicultural families.

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.

Further, we employ disciplined pricing studies to underpin our value offering while expanding margin, and we offer balanced “good, better, best” pricing tiers in certain areas of our assortment.

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 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 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.

We are currently investing in systems and data to enhance our teams’ roles and operations.

● “Move” comprises our supply chain and our methods for moving goods from the time an order is placed until it arrives at 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, remodels of our existing stores and additions of 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.

In addition, we are investing in our store associates through enhanced training programs to further their development while enhancing our customers’ in-store experience.

Making a Difference .

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

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.

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

We are on a journey towards enhancing our company-wide sustainability, diversity and inclusion and ethics-based efforts.

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

We plan to continue to integrate social and environmental sustainability into business practices to support long-term growth.

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

Product and Value

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Our merchandise is represented by six distinct “Citis” within the store:

a wide selection of apparel for juniors and women (plus size), including fashion sportswear, outerwear, sleepwear, lingerie and scrubs.

a wide selection of apparel for juniors, missy and women (plus size), including fashion sportswear, outerwear, sleepwear, lingerie and scrubs.

a wide selection of apparel for men and big men, including fashion sportswear and outerwear.

fashion clothing for boys and girls up to size 20 and sizes for newborns, infants and toddlers, as well as kids uniforms and kids accessories.

● Accessories and Beauty:

● Accessories & Beauty:

fashionable handbags, luggage, hats, belts, sunglasses, jewelry and watches for men and women, as well as basic undergarments for the entire family and expansive beauty and fragrance offerings for women and men.

● Home and Lifestyle:

● Home & Lifestyle:

home goods for the bedroom, bathroom, kitchen and decorative accessories, plus an eclectic composition of wants and needs such as books, food, tech products, team sports products, toys, health and beauty products and seasonal items.

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

Second, we maintain strong relationships with nationally recognized brands that we partner with to buy and customize products that are geared in size, color and style to our core customers.

Second, we maintain strong relationships with nationally recognized brands that we partner with to buy and customize products that are geared in size, color and style towards our core customers.

The majority of our merchandise is first-quality and purchased in season.

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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.

A store-level planning system assists our planning and allocation teams 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 2023 after a system disruption at the end of fiscal 2022 delayed our original plans.

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

Store Operations

Our stores are located in the heart of the vibrant lower income communities we serve.

Our stores are located in the heart of the lower-income communities we serve.

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

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.

As of January 28, 2023, more than 80% of our store associates are African American or multicultural, 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 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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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 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.

The typical store is staffed with a Customer Experience Manager (“CEM”), Citi Merchandise Manager (“CMM”) and Citi Operations Manager (“COM”), along with five 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.

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If the purchase is not completed, the customer receives a Citi Trends gift card for amounts paid less a re-stocking and layaway service fee.

Our unique focus on underserved African American and Latinx families offers us the opportunity to pinpoint highly targeted and highly visible store locations.

In addition, we offer a buy-now-pay-later program through an external vendor that allows customers to split purchases into four installments over six weeks.

Our unique focus on underserved African American and multicultural families offers us the opportunity to pinpoint highly targeted and highly visible store locations.

Cost-effective store locations are an important part of our store profitability model.

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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 more than 1,000 stores over time.

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

Advertising and Marketing

Our marketing goals are to build the Citi Trends brand, promote customers’ association of the Citi Trends brand with value, quality, fashion and everyday low prices and drive traffic into our stores.

We generally focus our advertising efforts utilizing emails, social media and influencer marketing.

We generally focus our advertising efforts on utilizing emails, social media and text messaging.

We use our social media channels to highlight our brand and engage our customers with compelling digital content on a regular basis.

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.

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 website at www.cititrends.com showcases our latest in-store products and provides information about our business, including a store locator.

The majority of merchandise sold in our stores is shipped directly from our company-operated 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 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.

The distribution center value-added services include, but are not limited to, receiving, price ticketing, packing and shipping specific store-allocated quantities.

In addition, we initiated a vendor direct-to-store shipping program in fiscal 2020 that continues to enable 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, and the Roland distribution center has 565,000 square feet of space.

The distribution centers’ value-added services include, but are not limited to, receiving, price ticketing, packing and shipping specific store-allocated quantities.

We continue to evaluate distribution, transportation and supply chain alternatives to accelerate the movement of merchandise from our vendor origin points to our stores as optimally as possible.

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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.

We will continue to execute on our roadmap in fiscal 2023 with the planned implementation of an upgraded ERP system that was delayed due to the cyber disruption at the end of fiscal 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.

We compete with a broad range of retailers, including national chains, mass merchants, discount stores and specialty stores with both physical locations and online stores.

The principal measures of competition in the retail business are fashion, assortment, pricing and presentation.

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 assortment and layout of merchandise, use of carpeted floors and colorful signage, and fixtures that are easy to shop.

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 multicultural customers puts us in a unique competitive position.

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.

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

Risk Factors in this Report for additional information regarding competition in our markets.

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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.

Patent and Trademark Office on the Principal Register for retail department store services.

We have also registered the following trademarks with the U.S.

Patent and Trademark Office on the Principal Register for various apparel brands:

“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.

Our marks registered with the U.S.

Patent and Trademark Office include “Citi Trends,” “Citi Steps,” “Citi Trends Fashion for Less,” “CitiHome,” “CitiCARES,” “Lovestar,” “MCMXXXIII,” “Lil Ms Hollywood,” “Red Ape,” and “Vintage Harlem.” Our policy is to pursue registration of our marks and to vigorously protect them.

The nature of our business is seasonal.

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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.

Results may fluctuate due to changes in our business, consumer spending patterns and the macroeconomic environment.

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

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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.

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 long-term growth plans.

Diversity and Inclusion .

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

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

As of January 28, 2023, more than 80% of our team members are African American or multicultural 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 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 Corporate Social Responsibility (“CSR”) Committee of the board monitors the Company’s progress towards its diversity and inclusion objectives and 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 .

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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.

As of the end of fiscal 2022, many of the associates at the Company’s corporate and buying offices continued to work remotely.

Compensation and Benefits .

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Training and Development .

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.

Our associates are critical to achieving our goals, and we strive to hire high-energy and motivated associates.

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.

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.

Commensurate with our purpose and values, we continually seek ways to enhance our training and development programs to further ensure they provide associates with the resources they need to help achieve their career goals and build management and leadership skills.

Community Involvement .

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

We believe that building connections among 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.

They represent every division and level of the company, including both genders, multiple ethnicities and different geographies.

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

They represent every division and level of the company that reflects gender, ethnic and geographic diversities.

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.

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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 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.

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

We conducted the program again in February 2022, and we launched our third annual campaign for this program in February 2023 to continue building on the momentum.

Available Information

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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