Item 1. Financial Statements
Item 1. Financial Statements.
Citi Trends, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share data)
April 29,
January 28,
2023
2023
Assets
Current assets:
Cash and cash equivalents
$
88,707
$
103,495
Inventory
114,322
105,794
Prepaid and other current assets
13,851
12,977
Income tax receivable
2,203
615
Total current assets
219,083
222,881
Property and equipment, net of accumulated depreciation of $ 265,473 and $ 262,525 as of April 29, 2023 and January 28, 2023, respectively
57,383
60,106
Operating lease right of use assets
252,435
257,195
Deferred income taxes
4,395
2,893
Other assets
1,134
1,183
Total assets
$
534,430
$
544,258
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$
90,029
$
80,670
Operating lease liabilities
47,780
52,661
Accrued expenses
14,987
16,055
Accrued compensation
8,486
10,823
Layaway deposits
912
344
Total current liabilities
162,194
160,553
Noncurrent operating lease liabilities
209,594
214,939
Other long-term liabilities
2,680
2,322
Total liabilities
374,468
377,814
Stockholders’ equity:
Common stock, $ 0.01 par value. Authorized 32,000,000 shares; 16,116,915 shares issued as of April 29, 2023 and 16,158,494 shares issued as of January 28, 2023; 8,312,902 shares outstanding as of April 29, 2023 and 8,354,481 shares outstanding as of January 28, 2023
160
160
Paid in capital
102,598
102,445
Retained earnings
324,415
331,050
Treasury stock, at cost; 7,804,013 shares held as of April 29, 2023 and 7,804,013 shares held as of January 28, 2023
( 267,211 )
( 267,211 )
Total stockholders’ equity
159,962
166,444
Commitments and contingencies (Note 6)
Total liabilities and stockholders’ equity
$
534,430
$
544,258
See accompanying notes to the condensed consolidated financial statements (unaudited).
3
Table of Contents
Citi Trends, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
Thirteen Weeks Ended
April 29,
April 30,
2023
2022
Net sales
$
179,688
$
208,215
Cost of sales (exclusive of depreciation)
( 113,659 )
( 127,011 )
Selling, general and administrative expenses
( 70,807 )
( 71,026 )
Depreciation
( 4,681 )
( 5,445 )
Gain on sale-leaseback
—
34,920
(Loss) Income from operations
( 9,459 )
39,653
Interest income
1,023
—
Interest expense
( 75 )
( 76 )
(Loss) Income before income taxes
( 8,511 )
39,577
Income tax benefit (expense)
1,876
( 9,374 )
Net (loss) income
$
( 6,635 )
$
30,203
Basic net (loss) income per common share
$
( 0.81 )
$
3.59
Diluted net (loss) income per common share
$
( 0.81 )
$
3.59
Weighted average number of shares outstanding
Basic
8,182
8,407
Diluted
8,182
8,407
See accompanying notes to the condensed consolidated financial statements (unaudited).
4
Table of Contents
Citi Trends, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Thirteen Weeks Ended
April 29,
April 30,
2023
2022
Operating activities:
Net (loss) income
$
( 6,635 )
$
30,203
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation
4,681
5,445
Non-cash operating lease costs
12,955
12,468
Loss on disposal of property and equipment
23
—
Deferred income taxes
( 1,501 )
( 1,324 )
Insurance proceeds related to operating activities
—
794
Non-cash stock-based compensation expense
935
2,277
Gain on sale-leaseback
—
( 34,920 )
Changes in assets and liabilities:
Inventory
( 8,528 )
( 6,493 )
Prepaid and other current assets
( 874 )
( 1,539 )
Other assets
49
30
Accounts payable
9,179
( 11,266 )
Accrued expenses and other long-term liabilities
( 19,982 )
( 11,113 )
Accrued compensation
( 2,337 )
( 14,721 )
Income tax receivable/payable
( 1,588 )
10,700
Layaway deposits
568
580
Net cash used in operating activities
( 13,055 )
( 18,879 )
Investing activities:
Purchases of property and equipment
( 950 )
( 8,012 )
Insurance proceeds related to investing activities
—
691
Proceeds from sale-leasebacks
—
45,513
Net cash (used in) provided by investing activities
( 950 )
38,192
Financing activities:
Payments of debt issuance costs
—
—
Cash used to settle withholding taxes on the vesting of nonvested restricted stock
( 783 )
( 2,127 )
Repurchases of common stock
—
( 5,317 )
Net cash used in financing activities
( 783 )
( 7,444 )
Net (decrease) increase in cash and cash equivalents
( 14,788 )
11,869
Cash and cash equivalents:
Beginning of period
103,495
49,788
End of period
$
88,707
$
61,657
Supplemental disclosures of cash flow information:
Cash paid for interest
$
39
$
39
Cash payments (refunds)of income taxes
$
1,213
$
( 2 )
Supplemental disclosures of non-cash investing activities:
Accrual for purchases of property and equipment
$
1,031
$
1,647
See accompanying notes to the condensed consolidated financial statements (unaudited).
5
Table of Contents
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 28, 2023
16,158,494
$
160
$
102,445
$
331,050
7,804,013
$
( 267,211 )
$
166,444
Vesting of nonvested shares
—
1
—
—
—
—
1
Issuance of nonvested shares
1,500
—
—
—
—
—
—
Forfeiture of nonvested shares
( 9,647 )
—
—
—
—
—
—
Stock-based compensation expense
—
—
935
—
—
—
935
Net share settlement of nonvested shares
( 33,432 )
( 1 )
( 782 )
—
—
—
( 783 )
Net loss
—
—
—
( 6,635 )
—
—
( 6,635 )
Balances — April 29, 2023
16,116,915
$
160
$
102,598
$
324,415
7,804,013
$
( 267,211 )
$
159,962
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 restricted stock units
—
1
—
—
—
—
1
Issuance of nonvested shares
109,157
—
Issuance of common 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
See accompanying notes to the condensed consolidated financial statements (unaudited).
6
Table of Contents
Citi Trends, Inc.
Notes to the Condensed Consolidated Financial Statements (unaudited)
April 29, 2023
1. Significant Accounting Policies
Basis of Presentation
Citi Trends, Inc. and its subsidiary (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. As of April 29, 2023, the Company operated 608 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 28, 2023 is derived from the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (the “2022 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 2022 Form 10-K. Operating results for the first quarter of 2023 are not necessarily indicative of the results that may be expected for the fiscal year as a result of the seasonality of the business and the current economic uncertainty.
Fiscal Year
The following contains references to fiscal years 2023 and 2022, which represent fiscal years ending or ended on February 3, 2024 and January 28, 2023, respectively. Fiscal 2023 has a 53 -week accounting period, and fiscal 2022 had a 52 -week accounting period.
2. 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.
3. 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 2023 and 2022, there were 102,000 and 222,000 shares of nonvested restricted stock, respectively, excluded from the calculation of diluted earnings per share because of antidilution.
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 29, 2023
April 30, 2022
Weighted average number of common shares outstanding
8,182,231
8,407,284
Incremental shares from assumed vesting of nonvested restricted stock
—
—
Weighted average number of common shares and common stock equivalents outstanding
8,182,231
8,407,284
7
Table of Contents
4. 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 in April 2021 to modify terms and extend the maturity date to April 15, 2026. In May 2023, the facility was amended to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”). 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 SOFR Loans, at a rate equal to the SOFR Rate plus a SOFR adjustment equal to 0.10 % 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 29, 2023, the Company had no borrowings under the credit facility and $ 0.6 million of letters of credit outstanding.
5. 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.
The Company has historically used the annual effective tax rate method to calculate income taxes. For the first quarter of 2023, the Company used the discrete effective tax rate method to determine its tax expense based upon interim period results. The Company determined that since small changes in estimated ordinary income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the first quarter of 2023.
6. 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.
7. Stock Repurchases
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 29, 2023
April 30, 2022
Total number of shares purchased
—
170
Average price paid per share (including commissions)
$
—
$
31.20
Total investment
$
—
$
5,317
At April 29, 2023, $ 50.0 million remained available under the Company’s stock repurchase authorization.
8
Table of Contents
8. 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 29,
April 30,
2023
2022
Ladies
29
%
28
%
Kids
22
%
21
%
Accessories & Beauty
18
%
18
%
Mens
16
%
16
%
Home & Lifestyle
8
%
9
%
Footwear
7
%
8
%
9. Leases
The Company leases its retail store locations, distribution centers, 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. In April 2022, the Company completed a sale-leaseback of its distribution center in Darlington, South Carolina that resulted in a gain of $ 34.9 million and a 20-year lease term with the option to extend for six additional periods of five years each. In September 2022, the Company completed a sale-leaseback of its distribution center in Roland, Oklahoma that resulted in a gain of $ 29.2 million and a 15-year lease term with the option to extend for six additional periods of five years each.
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.
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 29, 2023
April 30, 2022
Operating lease cost
$
15,791
$
13,861
Variable lease cost
2,860
2,333
Short term lease cost
393
346
Total lease cost
$
19,044
$
16,540
9
Table of Contents
Future minimum lease payments as of April 29, 2023 are as follows (in thousands):
Fiscal Year
Lease Costs
Remainder of 2023
$
43,436
2024
58,476
2025
48,020
2026
37,240
2027
27,162
Thereafter
120,839
Total future minimum lease payments
335,173
Less: imputed interest
( 77,799 )
(1)
Total present value of lease liabilities
$
257,374
(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 29, 2023
April 30, 2022
Cash paid for operating leases
$
20,820
$
14,557
Right of use assets obtained in exchange for new operating lease liabilities
$
8,195
$
52,327
Weighted average remaining lease term (years) - operating leases
7.75
7.37
Weighted average discount rate - operating leases
4.60 %
3.71 %
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.