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What changed in Citi Trends Inc's 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of Citi Trends Inc's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+261 added248 removedSource: 10-K (2024-04-18) vs 10-K (2023-04-13)

Top changes in Citi Trends Inc's 2024 10-K

261 paragraphs added · 248 removed · 214 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

73 edited+16 added13 removed23 unchanged
Biggest changeOur merchandise is represented by six distinct “Citis” within the store: Ladies: a wide selection of apparel for juniors, missy and women (plus size), including fashion sportswear, outerwear, sleepwear, lingerie and scrubs. Mens: a wide selection of apparel for men and big men, including fashion sportswear and outerwear. Kids: 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 & 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 & 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. Footwear: casual and dress footwear in sizes for Mens, Ladies and Kids.
Biggest changeAlso, sizes for newborns, infants and toddlers, as well as kids uniforms and kids accessories. Accessories & Beauty: fashionable handbags, luggage, hats, belts, sunglasses, jewelry and watches for men and women, underwear and socks for the entire family, as well as beauty and fragrance offerings for women and men. 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. Footwear: casual and dress footwear in sizes for Mens, Ladies and Kids.
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.
Our stores include a wide assortment of sportswear, dresses, outerwear, intimate apparel and sleepwear, footwear, jewelry, handbags, beauty products, home goods, tech accessories, health and beauty aids, candy, fitness products, team sports products, toys and books.
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.
This goal, supported by a third-party study conducted in 2020, represents a potential 65% increase in 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.
Our buyers have extensive experience and have developed long-standing relationships with many of our vendors. 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.
Our buyers have extensive experience and have developed long-standing relationships with many of our vendors. Our buying office is located in New York City, and the team travels regularly to the major United States markets, visiting manufacturers and attending national and regional trade shows. Our buying team sources goods in a couple of ways.
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.
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.
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. Accordingly, we look for locations in outdoor community shopping centers that offer attractive rents and meet our demographic and economic criteria.
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. Accordingly, we look for locations in outdoor neighborhood shopping centers that offer attractive rents and meet our demographic and economic criteria.
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.
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 our experienced leadership team, we believe we have fostered deep customer loyalty and high shopping frequency in the underserved neighborhoods in which we operate.
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.
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 high quality, fashionable merchandise for way less spend.
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.
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.
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 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, human resources and information technology.
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.
Our stores average approximately 11,000 square feet of selling space and are typically found in outdoor community shopping centers across a variety of urban, suburban and rural markets.
High-quality excess inventory is purchased at advantageous pricing with the intent to sell later in the same season or the following season. This allows us to deliver exciting value on select highly desirable goods. 6 Table of Contents We allocate merchandise across our stores according to fact-based plans that are created by our planning and allocation teams.
We also 6 Table of Contents purchase high-quality excess inventory at advantageous pricing with the intent to sell later in the same season or the following season. This allows us to deliver exciting value on select highly desirable goods. We allocate merchandise across our stores according to fact-based plans that are created by our planning and allocation teams.
In addition, we require convenient site accessibility, as well as strong co-tenants, such as grocery stores, dollar stores, beauty stores and other value stores. We aim to be an integral part of our customers’ community by providing a compelling shopping destination and career opportunities.
In addition, we require convenient site accessibility, as well as strong co-tenants, such as grocery stores, dollar stores, beauty stores and other value stores. We aim to be an integral part of our customers community by providing a compelling shopping destination and career opportunities.
Our investments in this area consist primarily of expanding and enhancing the chain in our new CTx format. 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 investments in this area consist primarily of expanding and enhancing the chain in our new CTx format. 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 .
The following table provides the percentage of net sales for each Citi within the store: Fiscal Year Citis 2022 2021 2020 Ladies 26 % 26 % 26 % Kids 23 % 22 % 23 % Accessories & Beauty 18 % 18 % 16 % Mens 17 % 18 % 18 % Home & Lifestyle 8 % 9 % 9 % Footwear 8 % 7 % 8 % Our goal is to deliver outstanding value every day.
The following table provides the percentage of net sales for each Citi within the store: Fiscal Year Citis 2023 2022 2021 Ladies 27 % 26 % 26 % Kids 23 % 23 % 22 % Accessories & Beauty 17 % 18 % 18 % Mens 17 % 17 % 18 % Home & Lifestyle 9 % 8 % 9 % Footwear 7 % 8 % 7 % Our goal is to deliver outstanding value every day.
Our mission is to curate highly appealing products at value prices for our core customers. 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.
Our mission is to curate highly appealing products at value prices for our core customers. 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.
Our management team plans and drives our growth strategy, 4 Table of Contents 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.
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.
We do this by offering access to fashion and trends at affordable prices that are desirable for low- to moderate-income customers. As a normal course, we do not engage in promotional activity such as high-low pricing, coupons or sales other than our regularly scheduled markdowns.
We do this by offering access to fashion and trends at affordable prices that are desirable for lower income families. As a normal course, we do not engage in promotional activity such as high-low pricing, coupons or sales other than our regularly scheduled markdowns.
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 may fluctuate due to changes in our business, consumer spending patterns and the macroeconomic environment.
Seasonality 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 may fluctuate due to changes in our business, consumer spending patterns and the macroeconomic environment.
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.
Our buying team, located primarily in New York City, plans, develops and creates curated assortments by (i) purchasing goods developed specifically with our customers in mind, (ii) selecting products for our customers from vendor catalogs and (iii) buying 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.
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.
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.
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: Focus on Fashion and Trend Mix .
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: Focus on Fashion and Trend Mix .
We focus our merchandise on being fashionable and trend-right to appeal to our core customers. 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.
We focus our merchandise on being fashionable and trend-right to appeal to our core customers. 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 African American and multicultural customers.
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. Associates.
We strive to make Citi Trends a diverse, inclusive and safe workplace, with opportunities for our associates to grow and develop in 8 Table of Contents their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our associates and their communities. Associates.
We believe that our small-footprint stores, combined with a specialty store experience, friendly customer service where we often know the customer’s name, and breadth of merchandise, distinguishes our stores from many competitors and creates an exciting and welcoming environment that encourages repeat visits from the local community. Strong and Flexible Sourcing Relationships .
We believe that our small-footprint stores, combined with a specialty store experience, friendly customer service where we often know our customers names, and breadth of merchandise, distinguishes our stores from many competitors and creates an exciting and welcoming environment that encourages repeat visits from the local community. Strong and Flexible Sourcing Relationships .
Furthermore, the seasonal nature of our business may affect comparisons between periods. 8 Table of Contents Human Capital Management The success of Citi Trends is directly attributable to our people and their passion to achieve our performance goals. We recognize the importance of attracting and retaining top talent in our workforce that reflects the communities we serve.
Furthermore, the seasonal nature of our business may affect comparisons between periods. Human Capital Management The success of Citi Trends is directly attributable to our people and their passion to achieve our performance goals. We recognize the importance of attracting and retaining top talent in our workforce that reflects the neighborhoods we serve.
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. Health, Safety and Wellness . The success of our business is fundamentally connected to the well-being of our people.
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. Health, Safety and Wellness . The success of our business is fundamentally connected to the well-being of our people.
As of January 28, 2023, we operated 611 stores in 33 states, with a focus on delivering a memorable store experience anchored in value. 3 Table of Contents Competitive Strengths and Strategies 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.
As of February 3, 2024, we operated 602 stores in 33 states, with a focus on delivering a memorable store experience anchored in value. 3 Table of Contents Competitive Strengths and Strategies 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.
As of January 28, 2023, we had approximately 2,700 full-time and approximately 2,100 part-time associates. Of these associates, approximately 4,000 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.
As of February 3, 2024, we had approximately 2,700 full-time and approximately 2,100 part-time associates. Of these associates, approximately 4,000 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.
ITEM 1. BUSINESS Overview Citi Trends, Inc. (“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.
ITEM 1. BUSINESS Overview Citi Trends, Inc. ( 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.
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. 9 Table of Contents Community Involvement .
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. Neighborhood Involvement .
We believe that we have an opportunity to make strategic investments in our business that will improve our capabilities to “buy,” “move” and “sell” our assortments to effectively engage current and new customers. “Buy” is everything associated with buying, planning and allocating the assortments that we offer to our customers.
We believe that we have an opportunity to make strategic investments in our business that will improve our capabilities to buy, move and sell our assortments to effectively engage current and new customers. Buy is everything associated with buying, planning and allocating the assortments that we offer to our customers.
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.
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.
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.
Through a combination of products made exclusively for our core customers, available market goods and highly recognized brands grounded in everyday value, we are known for delivering newness and freshness, resulting in high shopping frequency. Our open-to-buy process allows us to be flexible and responsive to emerging trends.
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 .
Further, we employ disciplined pricing studies to underpin our value offering while expanding margin, and we offer balanced good, better, best pricing tiers in most areas of our assortment. Investing in Our Infrastructure .
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 28, 2023, more than 80% of our team members are African American or multicultural and 84% are female.
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 February 3, 2024, 85% of our team members are African American or multicultural and 82% are female.
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.
We recently invested 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.
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.
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.
Our website at www.cititrends.com showcases our latest in-store products and provides information about our business, including a store locator. 7 Table of Contents Distribution 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 website, cititrends.com , showcases our latest in-store products and provides information about our business, our locations, and more. Distribution 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.
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.
As a purpose-led brand, we strive to consistently bring our purpose Live BOLD, Live PROUD, Respect ALL to life for both our customers and our associates each and every day. Our stores are located primarily in neighborhoods with a concentration of low income households and serve as a one-stop shop for the entire family.
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.
Business Strategy We believe that Citi Trends is in a unique position to serve our loyal customer base, with a long runway for comp sales growth, store unit growth and a motivated leadership team supported by a healthy balance sheet.
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.
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 has the potential to grow to approximately 1,000 locations over time.
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.
Our team is committed to making a difference in the African American and multicultural neighborhoods that we serve. We are on a journey towards enhancing our company-wide sustainability, diversity and inclusion and ethics-based efforts.
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.
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.
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 .
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 associates are critical to achieving our goals, and we strive to hire high-energy and motivated associates.
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.
Second, we maintain strong relationships with nationally recognized brands and labels that we partner with to buy and customize products that are curated in size, color and style for our core customers. Third, we leverage our vendor relationships to opportunistically buy close-out product at incredible value. The majority of our merchandise is first-quality and delivered in season.
Competition 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.
This upgrade enabled significant enhancements to our systems and also provides the foundation for future growth and innovation. Competition 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.
Our advertising expenses are low, as we do not rely on promotion-driven sales and instead seek to build our reputation through word-of-mouth awareness of our value in the communities we serve. One-Stop Shop for the Entire Family .
We do not rely on promotion-driven sales and instead seek to build our reputation through a steady stream of weekly in-store deliveries of the latest trends which drives word-of-mouth awareness of our value in the neighborhoods we serve. One-Stop Shop for the Entire Family .
We seek to maintain a diverse assortment of in-season merchandise that appeals to the specific tastes and preferences of our core customers. Our assortment is comprised of privately-developed and nationally-recognized brands.
Product and Value Our merchandising strategy is to offer fresh and fashionable apparel, accessories and home trends for way less spend for value-conscious families. We seek to maintain a diverse assortment of in-season merchandise that appeals to the specific tastes and preferences of our core customers. Our assortment is comprised of privately developed and nationally recognized brands.
The average selling space of our 611 stores is approximately 11,000 square feet, which allows us the space and flexibility to organize our six “Citis” of business in exciting and appealing ways.
Every Citi Trends store presents a specialty store environment with a wide array of offerings. The average selling space of our 602 stores is approximately 11,000 square feet, which allows us the space and flexibility to organize our six Citis of business in exciting and appealing ways.
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 use our social media 7 Table of Contents channels to highlight our brand and engage our customers with compelling digital content on a regular basis. We generally focus our paid marketing efforts on radio, digital ads, paid social media influencers, and website retargeting.
These systems support purchase order management, price and markdown management, merchandise planning and allocation, general ledger, accounts payable, sales audit, loss prevention, store operations and supply chain functions. We have developed and are executing on our strategic roadmap to upgrade our information systems.
Information Technology and Systems We have information systems in place to support our core business functions, using a combination of industry-standard third-party products and internally developed applications. These systems support purchase order management, price and markdown management, merchandise planning and allocation, general ledger, accounts payable, sales audit, loss prevention, store operations and supply chain functions.
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.
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 launched a significant technological upgrade to our Planning and Allocations systems in 2023.
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. Seasonality The nature of our business is seasonal.
Patent and Trademark Office include Citi Trends, Citi Steps, Citi Trends Fashion for Less, CitiHome, CITI cares , MCMXXXIII, Lil Ms Hollywood, Red Ape, and Vintage Harlem. Our policy is to pursue registration of our marks and to vigorously protect them.
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 and metrics and compliance with the Company’s responsibilities as an equal opportunity employer.
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.
We have always led with a diverse and inclusive workplace; 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.
Many of our store associates live in the neighborhoods where our stores are located and frequently shop our stores themselves. We have always led with a diverse and inclusive workplace; 90% of our store associates are African American or multicultural, and more than 91% of our store management positions are filled by women.
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. 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.
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. Compelling and Cost-Effective Store Locations .
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.
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.
Our stores receive multiple shipments of merchandise each week from our distribution centers. 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.
In addition, we utilize a vendor direct-to-store shipping program 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, and the Roland distribution center has 565,000 square feet of space.
Products are prominently displayed by style, rather than by size, on four-sided fixtures featuring multiple sizes, styles and suggested outfits. Non-apparel products are displayed on fixtures that highlight prints, patterns and themes of trend-right categories. Our stores are easy to navigate, carpeted, well-lit and feature upbeat and trend-right overhead music appropriate for our target customers.
We seek to provide a fashion-focused shopping environment that is similar to a specialty apparel retailer, rather than a typical discount or big box retailer. Products are prominently displayed by style, rather than by size, on four-sided fixtures featuring multiple sizes, styles and suggested outfits. Non-apparel products are displayed on fixtures that highlight prints, patterns and themes of trend-right categories.
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.
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.
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 2022, many of the associates at the Company’s corporate and buying offices continued to work remotely. Compensation and Benefits .
Accordingly, we are committed to the health, safety and wellness of our associates. We follow guidance released by state and federal health officials to create a safe environment for our associates to work and our customers to shop. Compensation and Benefits . We provide competitive compensation and comprehensive benefits programs to help meet the needs of our associates.
We strongly believe that our business strategy centered around these four areas will accelerate our long-term sales and earnings growth. 5 Table of Contents Product and Value Our merchandising strategy is to offer fresh and fashionable apparel, accessories and home trends for way less spend for value-conscious families.
We plan to continue to integrate social and environmental sustainability into business practices to support long-term growth. 5 Table of Contents We strongly believe that our business strategy centered around these four areas will accelerate our long-term sales and earnings growth.
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.
After completing a study in 2020 with a third-party provider, we believe we have the potential to grow our fleet to approximately 1,000 stores over time.
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. Every Citi Trends store presents a specialty store environment with a wide array of offerings.
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.
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 lower-income communities we serve. We hire a diverse staff of women and men from the local area surrounding our stores.
Store Operations Our stores are located in the heart of the lower-income neighborhoods we serve. We hire a diverse staff of women and men from the local area surrounding our stores. As of February 3, 2024, 90% of our store associates are African American or multicultural, and more than 91% of our store management positions are filled by women.
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.
In August 2020, internal stakeholders convened the CITI cares Council, a diverse group of our associates who are passionate about making a difference.
Friendly and Helpful Store Associates . Our store associates are trained to provide friendly and helpful customer service to deliver a positive shopping experience. Many of our store associates live in the neighborhoods where our stores are located and frequently shop our stores themselves.
Going forward, all of our new and remodeled stores will be based on the CTx format. Approximately 15% of our fleet was in the CTx format as of February 3, 2024. Friendly and Helpful Store Associates . Our store associates are trained to provide friendly and helpful customer service to deliver a positive shopping experience.
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. Approximately 13% of our fleet was in the CTx format as of January 28, 2023.
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 traffic, average basket and conversion.
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 . We seek to provide a fashion-focused shopping environment that is similar to a specialty apparel retailer, rather than a typical discount or big box retailer.
To foster vendor relationships, we do not ask for typical retail concessions, such as promotional and markdown allowances.
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.
We believe that building connections among our associates, their families and our communities creates a more meaningful, fulfilling and enjoyable workplace and a tighter-knit community. We also believe in giving back to the people and communities we serve.
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 we provided ten $5,000 grants to Black business owners.
Our partnership is currently active in fifteen markets, and we plan to expand this partnership over time to serve more of our collective communities. Citi Trends empowers small business owners in our store areas through our Black History Makers Grant program. Launched in 2021, the program supports Black entrepreneurs who are making an impact in their communities.
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.
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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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.
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Our closeknit vendor partnerships enable us to deliver fresh items weekly to our stores, positioning us as an “ instant gratification store ” , allowing our customers to “ buy now, wear now ” and avoid shipping fees and the wait for their potential online orders. Dynamic Experience in a Friendly and Fun Environment .
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We generally utilize previously occupied store sites, which enables us to obtain attractive rents. 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. Highly Talented and Motivated Leadership Team .
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Our stores are easy to navigate, carpeted, well-lit and feature upbeat and current overhead music appropriate for our target customers. Our stores are neat, orderly and clean, offering a friendly and fun environment.
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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.
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We locate our stores in high-traffic outdoor neighborhood shopping centers that are convenient to primarily lower income families. We generally utilize previously occupied store sites in locations where we are often the brightest and cleanest store in the shopping center, which enables us to obtain attractive rents.
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We plan to continue to integrate social and environmental sustainability into business practices to support long-term growth.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition to the risks specifically described above, the impact of any pandemic, epidemic or other public health emergency is likely to implicate and exacerbate other risks disclosed in this Item 1A, including consumer behavior and expectations, cybersecurity threats, technology systems disruption, supply chain disruptions, labor availability and cost, implementation of our strategic goals, litigation, and regulatory requirements . 10 Table of Contents Our success depends on our ability to anticipate, identify and respond rapidly to changes in consumers’ fashion tastes, and our failure to adequately evaluate fashion trends could have an adverse effect on our business, financial condition and results of operations.
Biggest changeRisks Related to our Business and Operations Our success depends on our ability to anticipate, identify and respond rapidly to changes in consumers fashion tastes, and our failure to adequately evaluate fashion trends could have an adverse effect on our business strategy, financial condition and results of operations.
Our business depends upon the cash on our balance sheet as well as our operations to continue to generate strong cash flow to supply capital to support our general operating activities, to fund our growth and our return of cash to stockholders through our stock repurchase programs, if any, and to pay our interest obligations.
Our business depends upon the cash on our balance sheet as well as our operations to continue to generate strong cash flow to supply capital to support our general operating activities, to fund our growth and our return of cash to stockholders through our stock repurchase programs, if any, and to pay any interest obligations.
Due to ever-evolving cybersecurity threats, we and our third-party service providers and vendors must continually evaluate and adapt our respective systems and processes and overall security environment.
Due to ever-evolving cybersecurity threats, we and our third-party service providers and vendors must continually evaluate and adapt our respective systems, processes and overall security environment.
Downturns, or the expectation of a downturn, in general economic conditions, including the effects of unemployment levels, salaries and wage rates, inflation in energy, food and other consumer good prices, interest rates, higher insurance costs , levels of consumer debt, changes in tax rates and policies (including delays in the distribution of tax refunds), government stimulus, consumer confidence, consumer perception of economic conditions, increased fuel costs or fuel shortages, increased shipping, transportation and distribution costs and other macroeconomic factors, could adversely affect consumer spending patterns, our sales and our results of operations.
Downturns, or the expectation of a downturn, in general economic conditions, including the effects of unemployment levels, salaries and wage rates, inflation in rent, energy, food and other consumer good prices, interest rates, higher insurance costs , levels of consumer debt, changes in tax rates and policies (including delays in the distribution of tax refunds), government stimulus, consumer confidence, consumer perception of economic conditions, increased fuel costs or fuel shortages, increased shipping, transportation and distribution costs and other macroeconomic factors, could adversely affect consumer spending patterns, our sales and our results of operations.
Our business could suffer if our store locations fail to attract sufficient consumer traffic due to consumer preferences to shop on the internet or at large warehouse stores, increased competition in our shopping areas, the amount we spend on advertising, an economic slowdown or a decline in the popularity of outdoor community shopping centers, or if we are unable to locate replacement locations on terms acceptable to us.
Our business could suffer if our store locations fail to attract sufficient consumer traffic due to consumer preferences to shop on the internet or at large warehouse stores, increased competition in our shopping areas, the amount we spend on advertising, an economic slowdown or a decline in the popularity of outdoor shopping centers, or if we are unable to locate replacement locations on terms acceptable to us.
If a destination retailer or anchor store in our community shopping centers closes or leaves, or if there is significant deterioration of the surrounding areas in which our stores are located, it could result in reduced sales at our stores and leave us with excess inventory, which could have a material adverse effect on our financial results or business.
If a destination retailer or anchor store in our shopping centers closes or leaves, or if there is significant deterioration of the surrounding areas in which our stores are located, it could result in reduced sales at our stores and leave us with excess inventory, which could have a material adverse effect on our financial results or business.
If we are unsuccessful in competing with our retail apparel competitors, our market share could decline or our growth could be impaired and, as a result, our business, financial condition and results of operations could be negatively impacted. The retail apparel and home fashion businesses are highly competitive with few barriers to entry.
If we are unsuccessful in competing with our retail apparel competitors, our market share could decline or our growth could be impaired and, as a result, our business strategy, financial condition and results of operations could be negatively impacted. The retail apparel and home fashion businesses are highly competitive with few barriers to entry.
Imitation of our name, concept, store design or merchandise in a manner that projects lesser quality or carries a negative connotation of our brand image or other damage to our brand image and reputation in any aspect of its operations could have an adverse effect on our reputation, business, financial condition and results of operations.
Imitation of our name, concept, store design or merchandise in a manner that projects lesser quality or carries a negative connotation of our brand image or other damage to our brand image and reputation in any aspect of its operations could have an adverse effect on our reputation, business strategy, financial condition and results of operations.
Although we cannot currently estimate the likelihood of success of any such lawsuit or ultimate resolution of such a conflict, such a controversy could have an adverse effect on our business, financial condition and results of operations. Failure to attract, motivate and retain personnel and control our labor costs could have an adverse effect on our financial condition.
Although we cannot currently estimate the likelihood of success of any such lawsuit or ultimate resolution of such a conflict, such a controversy could have an adverse effect on our business strategy, financial condition and results of operations. Failure to attract, motivate and retain personnel and control our labor costs could have an adverse effect on our financial condition.
As a result of this competition, we may experience pricing pressures, increased marketing expenditures, increased costs to open new stores, as well as loss of market share, which could materially and adversely affect our business, financial condition and results of operations.
As a result of this competition, we may experience pricing pressures, increased marketing expenditures, increased costs to open new stores, as well as loss of market share, which could materially and adversely affect our business strategy, financial condition and results of operations.
These and other social, political and economic factors that contribute to consumer unease or damage to our stores, may lead to a decrease in spending by consumers or disrupt our store operations, which may negatively impact our business, financial condition and results of operations.
These and other social, political and economic factors that contribute to consumer unease or damage to our stores, may lead to a decrease in spending by consumers or disrupt our store operations, which may negatively impact our business strategy , financial condition and results of operations.
Any such transaction may require us to incur non-recurring or other charges, may increase our near and long-term expenditures and may pose significant integration challenges or disrupt our management or business, which could harm our financial condition and results of operations.
Any such transaction may require us to incur non-recurring or other charges, may increase our near and long-term expenditures and may pose significant integration challenges or disrupt our management or business, which could harm our business strategy, financial condition and results of operations.
In addition, as we continue to implement new inventory allocation initiatives, there could be disruptions in inventory flow and placement. Failure to effectively execute our opportunistic inventory buying and inventory management strategies could adversely affect our business, financial condition and results of operations.
In addition, as we continue to implement new inventory allocation initiatives, there could be disruptions in inventory flow and placement. Failure to effectively execute our opportunistic inventory buying and inventory management strategies could adversely affect our business strategy, financial condition and results of operations.
The success of an individual store can depend on favorable placement within a given community shopping center and from the volume of traffic generated by the other destination retailers and the anchor stores in the community shopping centers where our stores are located.
The success of an individual store can depend on favorable placement within a given shopping center and from the volume of traffic generated by the other destination retailers and the anchor stores in the shopping centers where our stores are located.
Our third amended and restated certificate of incorporation and our third amended and restated by-laws contain several provisions that may make it more difficult for a third party to acquire control of us without the approval of our board of directors.
Our third amended and restated certificate of incorporation and our fourth amended and restated by-laws contain several provisions that may make it more difficult for a third party to acquire control of us without the approval of our board of directors.
Our sales and earnings are significantly higher during the first and fourth quarters each year due to the importance of the spring selling season, which includes Easter, and the fall selling season, which includes Christmas.
Historically, our sales and earnings are significantly higher during the first and fourth quarters each year due to the importance of the spring selling season, which includes Easter, and the fall selling season, which includes Christmas.
The failure of our product offerings to appeal to our customers could have a material adverse effect on our business, results of operations and financial condition.
The failure of our product offerings to appeal to our customers could have a material adverse effect on our business strategy, results of operations and financial condition.
Failure to properly manage and allocate our inventory could have an adverse effect on our business, sales, margins, financial condition, and results of operations.
Failure to properly manage and allocate our inventory could have an adverse effect on our business strategy, sales, margins, financial condition, and results of operations.
Any of these factors could have a material adverse effect on our financial condition or results of operations. Furthermore, we are susceptible to increases in sourcing costs, which we may not be able to pass on to customers, and changes in payment terms from manufacturers, which could adversely affect our financial condition and results of operations.
Any of these factors could have a material adverse effect on our business strategy, financial condition or results of operations. Furthermore, we are susceptible to increases in sourcing costs, which we may not be able to pass on to customers, and changes in payment terms from manufacturers, which could adversely affect our business strategy, financial condition and results of operations.
The success of 15 Table of Contents opening new stores is dependent upon, among other things, the current retail environment, the identification of suitable markets and the availability of real estate that meets our criteria for traffic, square footage, co-tenancies, lease economics, demographics, and other factors, the negotiation of acceptable lease terms, construction costs, the increased hiring, training and retention of competent sales personnel, and the effective management of inventory to meet the needs of new and existing stores on a timely basis.
The success of opening new stores is dependent upon, among other things, the current retail environment, the identification of suitable markets and the availability of real estate that meets our criteria for traffic, square footage, co-tenancies, lease economics, demographics, and other factors, the negotiation of acceptable lease terms, construction costs, the increased hiring, training and retention of competent sales personnel, and the effective management of inventory to meet the needs of new and existing stores on a timely basis.
Our local and regional competitors have extensive knowledge of the consumer base and may be able to garner more loyalty from customers than we can. If the consumer base we serve is satisfied with the selection, quality and price of our competitors’ products, consumers may decide not to shop in our stores.
Our local and regional competitors have extensive knowledge of the consumer base and may be able to garner more loyalty from customers than we can. If the consumer base we serve is satisfied with the selection, quality and price of our competitors products, consumers may decide not to shop in our stores.
Failure to maintain the security of employee, customer or vendor information could expose us to litigation, government enforcement actions and materially impact our reputation and business operations. Over the normal course of business operations, we obtain certain private or confidential information of our employees, customers, and vendors.
Failure to maintain the security of employee, customer or vendor information could expose us to litigation, government enforcement actions and materially impact our reputation and business operations. Over the normal course of business operations, we obtain certain private or confidential information of our employees, job applicants, customers, and vendors.
Our stock price has been volatile in the past and may be influenced in the future by a number of factors, including: actual or anticipated fluctuations in our operating results; changes in preferences of our customers; changes in securities analysts’ recommendations or estimates of our financial performance or our failure to meet any such estimates; changes in market valuations or operating performance of our competitors or companies similar to ours; announcements by us, our competitors or other retailers , including strategic actions by us or our competitors, such as acquisitions, restructurings, significant contracts, joint marketing relationships, joint ventures or capital commitments ; market and industry perception of our success, or lack thereof, in pursuing our growth strategy; additions and departures of key personnel; changes in accounting principles; the passage of legislation or other regulatory developments affecting us; the trading volume of our common stock in the public market and size of our public float ; changes in economic or financial market conditions, including without limitation, the systemic failure of the banking system in the United States or globally; global economic, legal and regulatory factors unrelated to our performance; our involvement in any litigation or investigations by government authorities, including litigation judgments, settlements or other litigation-related costs; cyber events, such as the ransomware incident we experienced in January 2023; natural disasters, public health emergencies, such as the COVID-19 pandemic, terrorist acts, acts of war or periods of civil unrest; and the realization of some or all of the risks described in this section entitled “Risk Factors.” These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock.
Our stock price has been volatile in the past and may be influenced in the future by a number of factors, including: actual or anticipated fluctuations in our operating results; changes in preferences or spending habits of our customers; changes in securities analysts recommendations or estimates of our financial performance or our failure to meet any such estimates; changes in market valuations or operating performance of our competitors or companies similar to ours; announcements by us, our competitors or other retailers , including strategic actions by us or our competitors, such as acquisitions, restructurings, significant contracts, joint marketing relationships, joint ventures or capital commitments ; market and industry perception of our success, or lack thereof, in pursuing our growth strategy; additions and departures of key personnel; changes in accounting principles; the passage of legislation or other regulatory developments affecting us; the trading volume of our common stock in the public market and size of our public float ; changes in economic or financial market conditions, including without limitation, the systemic failure of the banking system in the United States or globally; global economic, legal and regulatory factors unrelated to our performance; our involvement in any litigation or investigations by government authorities, including litigation judgments, settlements or other litigation-related costs; cyber events, such as the ransomware incident we experienced in January 2023; natural disasters, public health emergencies, terrorist acts, acts of war or periods of civil unrest; and the realization of some or all of the risks described in this section entitled Risk Factors. These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock.
We also experience inventory shrinkage due to theft or damage. Higher rates of inventory shrinkage or increased security or other costs to combat inventory shrinkage could adversely affect our results of operations and financial condition, and our efforts to contain or reduce inventory shrinkage may not be successful.
We also experience inventory shrinkage due to theft or damage. Higher rates of inventory shrinkage or increased security or other costs to combat inventory shrinkage could adversely affect our business strategy, results of operations and financial condition, and our efforts to contain or reduce inventory shrinkage may not be successful.
Wage rates for many of our employees are slightly above the federal minimum wage. As federal and/or state minimum wage rates increase, we may need to increase not only our employees’ wage rates that are under the new minimum, but also the wages paid to our other hourly employees.
Wage rates for many of our employees are slightly above the federal minimum wage. As federal and/or state minimum wage rates increase, we may need to increase not only our employees wage rates that are under the new minimum, but also the wages paid to our other hourly employees.
In addition, our merchandise supply could be impacted if our vendors’ imports become subject to existing or future duties and quotas, or if our vendors face increased competition from other companies for production facilities, import quota capacity and shipping capacity.
In addition, our merchandise supply could be impacted if our vendors imports become subject to existing or future duties and quotas, or if our vendors face increased competition from other companies for production facilities, import quota capacity and shipping capacity.
This information may be stored within our internal information technology environments or hosted by third party service providers. We have implemented security procedures and technology that are intended to safeguard this information from cybersecurity attacks and data breaches.
If retained, this information may be stored within our internal information technology environments or hosted by third-party service providers. We have implemented security procedures and technology that are intended to safeguard this information from cybersecurity attacks and data breaches.
If any of our manufacturers fail to comply with applicable laws or these guidelines, or engage in any socially unacceptable business practices, such as poor working conditions, child labor, disregard for environmental standards or otherwise, our brand reputation could be negatively impacted and our results of operations could in turn be materially adversely affected.
If any of our manufacturers fail to comply with applicable laws or these 14 Table of Contents guidelines, or engage in any socially unacceptable business practices, such as poor working conditions, child labor, disregard for environmental standards or otherwise, our brand reputation could be negatively impacted and our results of operations could in turn be materially adversely affected.
Compromises, interruptions or shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our busine ss operations and, if significant or extreme, affect our results of operations.
Compromises, interruptions or shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our busine ss operations and, if significant or extreme, affect our financial condition or results of operations.
Our ability to attract consumers to our stores depends on several factors, including the success of the outdoor community shopping centers where our stores are primarily located. We locate our stores primarily in outdoor community shopping centers where we believe our current and potential consumers shop.
Our ability to attract consumers to our stores depends on several factors, including the success of the outdoor neighborhood shopping centers where our stores are primarily located. We locate our stores primarily in outdoor shopping centers where we believe our current and potential consumers shop.
Therefore, we are vulnerable to changes in consumer preference and demand between the time we design and order our merchandise and the season in which this merchandise will be sold. If we are not able to accurately predict customers’ preferences for our fashion items, we may have too much inventory which may result in increased markdowns and lower margins.
Therefore, we are vulnerable to changes in consumer preference and demand between the time we design and order our merchandise and the season in which this merchandise will be sold. If we are not able to accurately predict customers preferences for our fashion items, we may have too much inventory which may result in increased markdowns and lower margins.
In addition, we cannot assure that others will not try to block the manufacture or sale of our private label merchandise by claiming that our merchandise violates their trademarks or other proprietary rights since other entities may have rights to trademarks that contain the word “Citi” or may have rights in similar or competing marks for apparel and/or accessories.
In addition, we cannot assure that others will not try to block the manufacture or sale of our private label merchandise by claiming that our merchandise violates their trademarks or other proprietary rights since other entities may have rights to trademarks that contain the word Citi or may have rights in similar or competing marks for apparel and/or accessories.
Accordingly, we are subject to the risks, including labor disputes or strikes, union organizing activity, inclement weather, public health emergencies, supply chain interruptions, port delays, increased freight, distribution and transportation costs, associated with such providers’ ability to provide delivery services to meet outbound shipping needs.
Accordingly, we are subject to the risks, including labor disputes or strikes, union organizing activity, inclement weather, public health emergencies, supply chain interruptions, port delays, increased freight, distribution and transportation costs, associated with such providers ability to provide delivery services to meet outbound shipping needs.
If our access to capital is restricted or our borrowing costs increase, our operations and financial condition could be adversely impacted. We maintain deposit balances with certain financial institutions that are above the federal insurance limit. A failure of these institutions could result in loss of these deposits.
If our access to capital is restricted or our borrowing costs increase, our business strategy, results of operations and financial condition could be adversely impacted. We maintain deposit balances with certain financial institutions that are above the federal insurance limit. A failure of these institutions could result in loss of these deposits.
Our ability to expand successfully into other geographic markets will also depend on acceptance of our retail store experience by customers in those markets, including our ability to design our stores in a manner that resonates locally and to offer the correct product assortment to appeal to consumers in such markets.
Our ability to expand successfully into other geographic markets will also depend on acceptance of our retail store experience by customers in those markets, including our ability to design our stores in a manner that resonates locally and 15 Table of Contents to offer the correct product assortment to appeal to consumers in such markets.
Any determination to declare and pay cash dividends on our common stock in the future (quarterly or otherwise) will be based, among other things, our board of directors’ conclusion in each instance that the declaration and payment of a cash dividend is in the best interest of our stockholders and is in compliance with all laws and agreements applicable to the dividend and upon our financial condition, results of operations, business and cash requirements.
Any determination to declare and pay cash dividends on our common stock in the future (quarterly or otherwise) will be based, among other things, on our board of directors conclusion in each instance that the declaration and payment of a cash dividend is in the best interest of our stockholders and is in compliance with all laws and agreements applicable to the dividend and upon our financial condition, results of operations, business strategy and cash requirements.
Failure to deliver merchandise to our distribution centers and our retail stores in a timely, effective and economically viable manner could adversely affect our business, financial condition and results of operations. 14 Table of Contents We do not own or operate any manufacturing or production facilities and therefore depend upon third parties for the manufacture of all of our merchandise.
Failure to deliver merchandise to our distribution centers and our retail stores in a timely, effective and economically viable manner could adversely affect our business strategy, financial condition and results of operations. We do not own or operate any manufacturing or production facilities and therefore depend upon third parties for the manufacture of all of our merchandise.
In either event, our sales may be lower and our cost of sales may be higher than historical levels, which could have a material adverse effect on our business, financial condition and results of operations. We could experience a reduction in sales if we are unable to fulfill our current and future merchandising needs.
In either event, our sales may be lower and our cost of sales may be higher than historical levels, which could have a material adverse effect on our business strategy, financial condition and results of operations. 11 Table of Contents We could experience a reduction in sales if we are unable to fulfill our current and future merchandising needs.
For example, a systemic failure of the banking system in the United States or globally could potentially result in a situation in which we lose our ability to draw down funds from our revolving credit facility, lose access to our deposits and are unable to obtain financing from other sources.
For example, increased volatility in the capital and credit markets or a systemic failure of the banking system in the United States or globally could potentially result in a situation in which we lose our ability to draw down funds from our revolving credit facility, lose access to our deposits and are unable to obtain financing from other sources.
Any future cyberattack or a breach of our data could expose us to costly fines, private litigation and response measures, credit card brand assessments, government enforcement actions, disruption of business operations, negative publicity, erode customer confidence in the effectiveness of our data security measures, and decrease our current or potential customers’ willingness to shop in our stores which could adversely affect our business and financial conditions.
Any future cyberattack or a breach of our data could expose us to costly fines, private litigation and response measures, credit card brand assessments, government enforcement actions, disruption of business operations, negative publicity, erode customer confidence in the effectiveness of our data security measures, and decrease our current or potential customers willingness to shop in our stores which could adversely affect our business strategy, financial conditions and results of operations.
We compete against a diverse group of retailers, including national chains, mass merchants, smaller discount retail chains that sell only women’s products and general merchandise discount stores that offer a variety of products, including apparel, home fashions and other merchandise we sell for the value-conscious consumer.
We compete against a diverse group of retailers, including national chains, mass merchants, smaller discount retail chains that sell only women s products and general merchandise discount stores that offer a variety of products, including apparel, home fashions and other merchandise we sell for the value-conscious consumer.
Regulations in this area may change from time to time. We rely on numerous third parties to supply quality merchandise that complies with product safety laws and other applicable laws, but these third parties may not comply with all such applicable 12 Table of Contents laws.
Regulations in this area may change from time to time. We rely on numerous third parties to supply quality merchandise that complies with product safety laws and other applicable laws, but these third parties may not comply with all such applicable laws.
These safeguards include, but are not limited to, routine penetration 17 Table of Contents and vulnerability testing, network segmentation, strong encryption protocols, virus and malware protection, email security scanning, simulation training, vendor assessments, and on-going monitoring and patching activities.
These safeguards include, but are not limited to, routine penetration and vulnerability testing, network segmentation, strong encryption protocols, virus and malware protection, email security scanning, simulation training, vendor assessments, and on-going monitoring and patching activities.
We depend upon strong cash flows from our operations, as well as cash on our balance sheet, to supply capital to fund our operations, growth, stock repurchases and interest obligations.
We depend upon strong cash flows from our operations, as well as cash on our balance sheet, to supply capital to fund our operations, growth, stock repurchases and any potential future interest obligations.
In addition, the southeastern United States, where the Darlington distribution center and many of our stores are located, is vulnerable to significant damage or destruction from hurricanes and tropical storms. The midwestern United States, where the Roland distribution center and many stores are located, is vulnerable to significant damage or destruction from tornados and hail storms.
In addition, the southeastern United States, where our Darlington distribution center and many of our stores are located, is vulnerable to significant damage or destruction from hurricanes and hailstorms. The midwestern United States, where our Roland distribution center and many stores are located, is vulnerable to significant damage or destruction from tornados and hailstorms.
The low-income consumer, which is our core customer, is especially sensitive to these factors. Consumer confidence may also be affected by domestic and international political or social unrest (including related protests or disturbances), acts of war or terrorism, natural disasters, pandemics like COVID-19, or other significant events outside of our control.
The low-income consumer, which is our core customer, is especially sensitive to these factors. Consumer confidence may also be affected by domestic and international political or social unrest (including related protests or disturbances), acts of war or terrorism, natural disasters, pandemics or other public health emergencies, or other significant events outside of our control.
Any natural disaster or other disruption to the operation of either of these facilities or our direct shipping capabilities due to fire, accidents, public health emergencies such as the COVID-19 pandemic, weather conditions, including natural disasters, or any other cause could damage a significant portion of our inventory, impair our ability to stock our stores adequately and may result in increased supply chain costs or lost sales.
Any natural disaster or other disruption to the operation of either of these facilities or our direct shipping capabilities due to fire, accidents, public health emergencies, weather conditions, including natural disasters, cybersecurity incidents or any other cause could damage a significant portion of our inventory, impair our ability to stock our stores adequately and may result in increased supply chain costs or lost sales.
If any of these suppliers is unable to continue to maintain and upgrade these software programs and/or if we are unable to convert to alternate systems in an efficient and timely manner, it could result in an adverse effect on our business.
If any of these suppliers is unable to continue to maintain and upgrade these software programs and/or if we are unable to convert to alternate systems in an efficient and timely manner, it could result in an adverse effect on our business strategy, financial condition or results of operations.
Our ability to meet our labor needs and control labor costs is subject to various external factors, including increased market pressures with respect to prevailing wage rates, unemployment levels and health and other insurance costs; the impact of legislation or regulations governing labor relations, immigration, minimum wage, and healthcare benefits; changing demographics; the continuing impacts of COVID-19 and other future pandemics; and our reputation within the labor market.
Our ability to meet our labor needs and control labor costs is subject to various external factors, including increased market pressures with respect to prevailing wage rates, unemployment levels and health and other insurance costs; inflation, the impact of legislation or regulations governing labor relations, immigration, minimum wage, and healthcare benefits; changing demographics; the impact of future pandemics or other public health emergencies; and our reputation within the labor market.
We also face a variety of other risks generally associated with relying on vendors that do business in foreign markets and import merchandise from abroad, such as: political or labor instability, natural disasters, public health emergencies, including the COVID-19 pandemic, or the threat of terrorism, in particular in countries where our vendors source merchandise; increases in merchandise costs due to raw material price inflation or changes in purchasing power caused by fluctuations in currency exchange rates; enhanced security measures at United States and foreign ports, which could delay delivery of imports; imposition of new or supplemental duties, trade restrictions, sanctions, tariffs, quotas, taxes, environmental regulations, emissions standards and other charges on imports; compliance with new or changing import/export controls; delayed receipt or non-delivery of goods due to the failure of foreign-source suppliers to comply with import regulations, organized labor strikes or congestion at United States ports; concerns about human rights and working conditions in countries where our merchandise is manufactured and produced; and local business practice and political issues, including issues relating to compliance with domestic or international labor and environmental standards.
We also face a variety of other risks generally associated with relying on vendors that do business in foreign markets and import merchandise from abroad, such as: geopolitical unrest, supply disruptions or increased shipping costs in China or the Asia-Pacific region where our third-party vendors are located; natural disasters, public health emergencies or the threat of terrorism, in particular in countries where our vendors source merchandise; increases in merchandise costs due to raw material price inflation or changes in purchasing power caused by fluctuations in currency exchange rates; enhanced security measures at United States and foreign ports, which could delay delivery of imports; imposition of new or supplemental duties, trade restrictions, sanctions, tariffs, quotas, taxes, environmental regulations, emissions standards and other charges on imports; compliance with new or changing import/export controls; delayed receipt or non-delivery of goods due to the failure of foreign-source suppliers to comply with import regulations, organized labor strikes or congestion at United States ports; concerns about human rights and working conditions in countries where our merchandise is manufactured and produced; and local business practice and political issues, including issues relating to compliance with domestic or international labor and environmental standards.
The incident did not result in a material disruption to our business or operations, material costs net of insurance coverage or other adverse material consequences; however, there can be no assurance of a similar result in the future. We depend on third-party suppliers to maintain and periodically upgrade our management information systems.
The incident did not result in a material disruption to our business strategy, financial condition or results of operations, material costs net of insurance coverage or other adverse material consequences; however, there can be no assurance of a similar result in the future. 17 Table of Contents We depend on third-party suppliers to maintain and periodically upgrade our management information systems.
Additionally, a failure to adhere to the payment card industry’s data security standards could lead to significant penalties from payment card associations, termination of our ability to receive credit or debit card payments, any of which could have a material adverse effect on our business and financial condition.
Additionally, a failure to adhere to the payment card industry s data security standards could lead to significant penalties from payment card associations, termination of our ability to receive credit or debit card payments, any of which could have a material adverse effect on our business strategy, financial condition and results of operations.
We also compete against local specialty retail stores, regional retail chains, traditional department stores, web-based retail stores and other direct retailers. The level of competition we face from these retailers varies depending on the product segment, as many of our competitors do not offer apparel for the entire family. Our greatest competition is generally in women’s apparel.
We also compete against local specialty retail stores, regional retail chains, traditional department stores, web-based retail stores and other direct retailers. 10 Table of Contents The level of competition we face from these retailers varies depending on the product segment, as many of our competitors do not offer apparel for the entire family.
We cannot provide any guaranty of future cash dividend payments or that we will continue to actively repurchase our common stock pursuant to a share repurchase program.
We cannot provide any guaranty of future cash dividend payments or future repurchase of our common stock pursuant to a share repurchase program.
Therefore, any adverse economic conditions that have a disproportionate effect on the southeastern United States could have a greater negative effect on our sales and results of operations than on retailers with a more geographically diversified store base.
Therefore, any adverse economic conditions that have a disproportionate effect on the southeastern United States could have a greater negative effect on our sales and results of operations than on retailers with a more geographically diversified store base. Inflation and rising commodity prices could adversely affect our business.
These smaller suppliers may not have sufficient liquidity during economic downturns to properly fund their businesses, and their ability to supply their products to us could be negatively impacted.
These smaller suppliers may not have sufficient liquidity during economic downturns to properly fund their businesses, and their ability to supply their products to us could be negatively impacted. They may also be more vulnerable to cybersecurity threats.
Factors negatively affecting us during the first and fourth quarters, including adverse weather, pandemics such as COVID-19, unfavorable economic conditions, reduced governmental assistance, and tax refund patterns for our customers, will have a greater adverse effect on our financial condition than if our business was less seasonal. Seasonal fluctuations also affect our inventory levels.
Factors negatively affecting us during the first and fourth quarters, including adverse weather, pandemics or other seasonal public health emergencies, cybersecurity events, unfavorable economic conditions, reduced governmental assistance, and tax refund patterns for our customers, will have a greater adverse effect on our financial condition than if our business was less seasonal. Seasonal fluctuations also affect our inventory levels.
These provisions include, among other things, advance notice for raising business or making nominations at stockholder meetings and “blank check” preferred stock.
These provisions include, among other things, advance notice for raising business or making nominations at stockholder meetings and blank check preferred stock.
Many of our competitors are larger than we are and have substantially greater resources than we do and, as a result, may be able to adapt better to changing market conditions, exploit new opportunities and exert greater pricing pressures on suppliers than we can.
Our greatest competition is generally in women s apparel. Many of our competitors are larger than we are and have substantially greater resources than we do and, as a result, may be able to adapt better to changing market conditions, exploit new opportunities and exert greater pricing pressures on suppliers than we can.
There is no guarantee that these measures will be adequate to safeguard against all data security breaches, system compromises or misuses of data.
There can be no assurance that we will adhere to such measures and there is no guarantee that these measures will be adequate to safeguard against all data security breaches, system compromises or misuses of data.
We have distribution centers located in Darlington, South Carolina and Roland, Oklahoma. The efficient flow of our merchandise requires that our distribution facilities be operated effectively and have adequate capacity to support our current level of operations and any anticipated increased levels that may follow from the growth of our business.
The efficient flow of our merchandise requires that our distribution facilities be operated effectively and have adequate capacity to support our current level of operations and any anticipated increased levels that may follow from the growth of our business.
Further, we could incur liability with manufacturers or other owners of brands or trademarked products if we inadvertently receive and sell counterfeit brands, infringing products or unlicensed goods, which could adversely impact our results of operations. We endeavor to establish relationships with reputable vendors to reduce this risk.
Further, we could incur liability with manufacturers or other owners of brands or trademarked products if we inadvertently receive and sell counterfeit brands, infringing products or unlicensed goods, which could adversely impact our results of operations.
We maintain a revolving credit facility with Bank of America through April 15, 2026 which provides for a $75 million credit commitment and a $25 million uncommitted “accordion” feature that under certain circumstances could allow us to increase the size of the facility to $100 million. As of January 28, 2023, we had no borrowings outstanding under this facility.
We maintain a revolving credit facility with Bank of America through April 15, 2026 which provides for a $75 million credit commitment and a $25 million uncommitted accordion feature that under certain circumstances could allow us to increase the size of the facility to $100 million.
Although we currently have available a credit facility to fund our current operating needs, if necessary, we cannot be certain that we will be able to replace our existing credit facility or refinance any future debt at a reasonable cost when necessary.
As of February 3, 2024, we had no borrowings outstanding under this facility. Although we currently have available a credit facility to fund our current operating needs, if necessary, we cannot be certain that we will be able to replace our existing credit facility or refinance any future debt at a reasonable cost when necessary.
Such weather events may become increasingly frequent or severe as a result of climate change. Although we maintain insurance on our stores and other facilities, the economic effects of a natural disaster that affects our distribution centers and/or a significant number of our stores could have an adverse effect on our business, financial condition and results of operations.
Although we maintain insurance on our stores, distribution centers and other facilities, the economic effects of a natural disaster that affects our distribution centers and/or a significant number of our stores could have an adverse effect on our business strategy, financial condition and results of operations.
Additionally, a failure of a third party service provider to monitor and secure their environment could lead to unauthorized access of our private or confidential information.
Additionally, as we rely on third parties throughout the course of our business operations, a failure of a third-party service provider to monitor and secure their environment could lead to unauthorized access of our private or confidential information.
These factors, together with growing competition among potential employers, may result in increased salaries, benefits, or other employee-related costs, or may impair our ability to recruit and retain employees, which could have an adverse impact on our business, financial condition and results of operations. 13 Table of Contents In addition, we rely heavily on the experience and expertise of our senior management team and other key management associates, and accordingly, the loss of their services could have a material adverse effect on our business strategy and results of operations.
These factors, together with growing competition among potential employers, may result in increased salaries, benefits, or other employee-related costs, or may impair our ability to recruit and retain employees, which could have an adverse impact on our business strategy, financial condition and results of operations.
The inability of a manufacturer to ship goods on time and to our specifications, or to operate in compliance with our guidelines or any other applicable laws, could negatively impact our business. We do not own or operate any manufacturing or production facilities. As a result, we are dependent upon our timely receipt of quality merchandise from third-party manufacturers.
The inability of a manufacturer to ship goods on time and to our specifications, or to operate in compliance with our guidelines or any other applicable laws, could negatively impact our business strategy, financial condition and results of operations. We do not own or operate any manufacturing or production facilities.
Any failure of our management information systems or the inability of third parties to continue to upgrade and maintain our systems could have an adverse effect on our business, financial condition and results of operations.
Failure to comply with all of the currently proposed regulatory requirements in a timely manner may adversely affect our reputation, business and financial performance. Any failure of our management information systems or the inability of third parties to continue to upgrade and maintain our systems could have an adverse effect on our business strategy, financial condition and results of operations.
We have registered this trademark with the U.S. Patent and Trademark Office. We have also registered, or applied for registration of, additional trademarks with the U.S. Patent and Trademark Office that we believe are important to our business.
We believe that our Citi Trends trademark is integral to our store design and our success in building consumer loyalty to our brand. We have registered this trademark with the U.S. Patent and Trademark Office. We have also registered, or applied for registration of, additional trademarks with the U.S.
The continued growth of online sales could have a negative impact on our sales, as our customers may decide to make purchases through online retailers. 11 Table of Contents Our sales, inventory levels and earnings fluctuate on a seasonal basis, which makes our business more susceptible to adverse events that occur during the first and fourth quarters.
Our sales, inventory levels and earnings fluctuate on a seasonal basis, which makes our business more susceptible to adverse events that occur during the first and fourth quarters.
Any interruption in these systems, such as the interruption we experienced in January 2023 (described below), could impair our ability to manage our inventory effectively, which could have an adverse effect on our business.
Any interruption in these systems could impair our ability to manage our inventory effectively, which could have an adverse effect on our business strategy, financial condition or results of operations.
Also, b ecause apparel generally is a discretionary purchase, declines in consumer spending patterns may have a more negative effect on apparel retailers than some other retailers. In addition, since many of our stores are located in the southeastern United States, our operations are more susceptible to regional factors than the operations of our more geographically diversified competitors.
Also, b ecause apparel generally is a discretionary purchase, declines in consumer spending patterns may have a more negative effect on apparel retailers than some other 13 Table of Contents retailers.
We do not sell our products through the internet. As the retail industry experiences an increase in online sales, our sales could be adversely affected. The retail landscape has changed with consumers’ shopping habits shifting away from the traditional brick-and-mortar stores to online retailers.
As the retail industry experiences an increase in online sales, our sales could be adversely affected. The retail landscape has changed with some consumers shifting spend from traditional brick-and-mortar stores to online retailers. The continued growth of online sales could have a negative impact on our sales, as our customers may decide to make purchases through online retailers.
We cannot assure that these registrations will prevent imitation of our name, merchandising concept, store design or private label merchandise or the infringement of our other intellectual property rights by others. Further, the use of social media by us and consumers has also increased the risk that our image and reputation could be negatively impacted.
Patent and Trademark Office that we believe are important to our business. 12 Table of Contents We cannot assure that these registrations will prevent imitation of our name, merchandising concept, store design or private label merchandise or the infringement of our other intellectual property rights by others.
Further, we may not effectively implement strategies with respect to rapidly evolving Internet-based and other digital 16 Table of Contents or mobile communication channels, including social media. Our programs may not be or remain effective or could require increased expenditures, which could have a significant adverse effect on our revenue and results of operations.
Further, we may not effectively implement strategies with respect to rapidly evolving Internet-based and other digital or mobile communication channels, including social media.
If we fail to protect our name and brand in the marketplace, there could be a negative effect on our business and limitations on our ability to penetrate new markets. We believe that our “Citi Trends” trademark is integral to our store design and our success in building consumer loyalty to our brand.
Although we endeavor to establish relationships with reputable vendors to reduce this risk, there is no guarantee that we will be successful in doing so. If we fail to protect our name and brand in the marketplace, there could be a negative effect on our business and limitations on our ability to penetrate new markets.
A significant disruption to our distribution process or retail locations could have an adverse effect on our business, financial condition and results of operations. Our ability to distribute our merchandise to our store locations in a timely manner is essential to the efficient and profitable operation of our business.
Our ability to distribute our merchandise to our store locations in a timely manner is essential to the efficient and profitable operation of our business. We have distribution centers located in Darlington, South Carolina and Roland, Oklahoma.
Risks Related to Regulatory, Legal and Cybersecurity Changes in government regulations could have an adverse effect on our financial condition and results of operations. We are subject to numerous federal, state and local laws and regulations that govern numerous aspects of our business.
We are subject to numerous federal, state and local laws and regulations that govern numerous aspects of our business.
Removed
Risks Related to our Business and Operations Our financial and operating performance may be materially and adversely affected by pandemics, epidemics or other public health emergencies such as the ongoing COVID-19 pandemic. The ongoing COVID-19 pandemic has caused public health concerns as well as economic disruption, uncertainty, and volatility, all of which have impacted our business.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe table below sets forth the number of stores in each of the 33 states in which we operated as of January 28, 2023: Alabama 35 Arkansas 15 California 7 Connecticut 5 Delaware 3 Florida 57 Georgia 63 Illinois 26 Indiana 18 Iowa 3 Kansas 2 Kentucky 6 Louisiana 33 Maryland 10 Massachusetts 5 Michigan 23 Minnesota 2 Mississippi 30 Missouri 8 Nebraska 1 Nevada 3 New Jersey 3 New York 12 North Carolina 49 Ohio 30 Oklahoma 6 Pennsylvania 10 Rhode Island 2 South Carolina 41 Tennessee 18 Texas 59 Virginia 20 Wisconsin 6 21 Table of Contents Corporate Offices and Distribution Center Facilities We own a facility in Savannah, Georgia totaling approximately 70,000 square feet, which serves as our headquarters and, to a lesser extent, as a storage facility.
Biggest changeThe table below sets forth the number of stores in each of the 33 states in which we operated as of February 3, 2024: Alabama 35 Arkansas 15 California 7 Connecticut 5 Delaware 3 Florida 52 Georgia 63 Illinois 25 Indiana 18 Iowa 3 Kansas 2 Kentucky 7 Louisiana 34 Maryland 10 Massachusetts 5 Michigan 23 Minnesota 2 Mississippi 30 Missouri 8 Nebraska 1 Nevada 3 New Jersey 2 New York 12 North Carolina 47 Ohio 30 Oklahoma 6 Pennsylvania 9 Rhode Island 1 South Carolina 41 Tennessee 18 Texas 59 Virginia 20 Wisconsin 6 Corporate Offices and Distribution Center Facilities We own a facility in Savannah, Georgia totaling approximately 70,000 square feet, which serves as our headquarters and, to a lesser extent, as a storage facility.
In addition, we currently lease a flexible office space in New York City. We also operate a distribution center in Darlington, South Carolina totaling approximately 550,000 square feet and another distribution center in Roland, Oklahoma totaling approximately 565,000 square feet.
In addition, we currently lease a flexible office space in New York City. We also lease and operate two distribution centers, one in Darlington, South Carolina totaling approximately 550,000 square feet and another in Roland, Oklahoma totaling approximately 565,000 square feet.
All existing 611 stores, totaling 8.2 million total square feet and 6.7 million selling square feet, are leased under operating leases. The typical store lease is for five years with options to extend the lease term for three additional five-year periods.
All existing 602 stores, totaling 8.0 million total square feet and 6.6 million selling square feet, are leased under operating leases. The typical store lease is for five years with options to extend the lease term for three additional five-year periods.
ITEM 2. PROPERTIES Store Locations As of January 28, 2023, we operated 611 stores located in 33 states. Our stores average approximately 11,000 square feet of selling space and are typically located in outdoor community shopping centers that are convenient to low and moderate income customers. We have no franchising relationships, and all of the stores are company operated.
ITEM 2. PROPERTIES Store Locations As of February 3, 2024, we operated 602 stores located in 33 states. Our stores average approximately 11,000 square feet of selling space and are typically located in outdoor community shopping centers that are convenient to low and moderate income customers. We have no franchising relationships, and all of the stores are company operated.
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In April 2022, we completed a sale-leaseback of our Darlington distribution center resulting in a 20-year lease term with the option to extend for six additional periods of five years each.
Added
We believe our facilities are suitable and adequate to meet our current business and operational needs . 22 Table of Contents
Removed
In September 2022, we completed a sale-leaseback of our Roland distribution center resulting in a 15-year lease term with the option to extend for six additional periods of five years each. We believe our facilities are suitable and adequate to meet our current business and operational needs .

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWhile legal proceedings are subject to uncertainties and the outcome of any such matter is not predictable, we are not aware of any legal proceedings pending or threatened against us that we expect to have a material adverse effect on our financial condition, results of operations or liquidity. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeWhile legal proceedings are subject to uncertainties and the outcome of any such matter is not predictable, we are not aware of any legal proceedings pending or threatened against us that we expect to have a material adverse effect on our business strategy, financial condition, results of operations or liquidity. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOur common stock price performance shown on the graph is not indicative of future price performance. Total Return Analysis 1/18 1/19 1/20 1/21 1/22 1/23 Citi Trends, Inc. 100.00 88.29 102.17 259.91 214.63 138.68 Russell 2000 100.00 96.48 105.36 137.15 135.50 130.92 NASDAQ Retail Trade 100.00 106.44 124.08 195.39 185.75 145.31 Dow Jones US Specialty Retailers 100.00 111.42 122.41 172.50 174.04 165.98 23 Table of Contents ITEM 6.
Biggest changeOur common stock price performance shown on the graph is not indicative of future price performance. Total Return Analysis 1/19 1/20 1/21 1/22 1/23 1/24 Citi Trends, Inc. 100.00 115.73 294.39 243.09 157.07 134.37 Russell 2000 100.00 109.21 142.16 140.45 135.70 138.96 Dow Jones US Specialty Retailers 100.00 109.87 154.82 156.21 148.97 174.71
This graph assumes that $100 was invested on January 31, 2018 in our common stock and in each of the market index and the industry indexes, and that all cash distributions were reinvested.
This graph assumes that $100 was invested on January 31, 2019 in our common stock and in each of the market index and the industry indexes, and that all cash distributions were reinvested.
See Item 12 of this Report. 22 Table of Contents Stock Performance Graph Set forth below is a line graph comparing the last five years’ percentage change in the cumulative total stockholder return on shares of our common stock against the cumulative total returns of the Russell 2000 Index, the NASDAQ Retail Trade Index and the Dow Jones US Specialty Retailers Index.
See Item 12 of this Report. 23 Table of Contents Stock Performance Graph Set forth below is a line graph comparing the last five years percentage change in the cumulative total stockholder return on shares of our common stock against the cumulative total returns of the Russell 2000 Index and the Dow Jones US Specialty Retailers Index.
During fiscal 2022, we repurchased approximately 331,000 shares of our common stock at an aggregate purchase price of $10.0 million. We did not repurchase any shares of our common stock during the fourth quarter of fiscal 2022. As of January 28, 2023, approximately $50.0 million remained available under our previously announced share repurchase programs. Equity Compensation Plan Information.
During fiscal 2022, we repurchased approximately 331,000 shares of our common stock at an aggregate purchase price of $10.0 million. As of February 3, 2024, approximately $50.0 million remained available under our previously announced share repurchase programs. Equity Compensation Plan Information.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on The NASDAQ Stock Market under the symbol “CTRN.” On March 15, 2023, there were 8 holders of record and approximately 7,000 beneficial holders of our common stock.
ITEM 5. MARKET FOR REGISTRANT S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on The NASDAQ Stock Market under the symbol CTRN. On March 25, 2024, there were 9 holders of record and approximately 3,500 beneficial holders of our common stock.
Dividends On April 28, 2020, the Company announced it would suspend quarterly cash dividends. Any determination to declare and pay cash dividends in the future will be made by the Company’s board of directors. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
Dividends In 2020, the Company announced it would suspend quarterly cash dividends. Any determination to declare and pay cash dividends in the future will be made by the Company s board of directors. Purchases of Equity Securities by the Issuer and Affiliated Purchasers. We did not repurchase any shares of our common stock during fiscal 2023.
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We have elected to replace the NASDAQ Retail Trade Index with the Dow Jones US Specialty Retailers Index because the former is no longer deemed to be a widely recognized index.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFiscal 2022 Business Highlights Elevated our in-store experience with the expansion of queue line and the introduction of Missy and Tween girl lines Continued to expand our assortment reach with enhancements to our multicultural merchandise offering Delivered $10.0 million of cost savings in the second half of the year to streamline the organization and align expenses with revised sales expectations Opened 12 new stores, remodeled 35 stores and closed 10 stores; ended the year with 13% of the fleet upgraded to our CTx store format Completed sale-leaseback transactions on our two distribution centers Completed capacity upgrades in our distribution centers and made significant progress on our ERP upgrade Fiscal 2022 Financial Highlights Total sales of $795.0 million Operating margin of 9.5% Earnings of $7.17 per diluted share Cash of $103.5 million at the end of the year, with no debt Repurchased $10.0 million of shares Our 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.
Biggest changeFiscal 2023 Business Highlights Elevated our in-store experience with our strong value offering, improved inventory levels and assortment optimization focused on African American and multicultural families Demonstrated expense control throughout the year while investing in sales-driving initiatives such as marketing tests and inventory rebuilds Opened 5 new stores, remodeled 15 stores and closed 14 stores; ended the year with 15% of the fleet upgraded to our CTx store format Leveraged distribution center upgrades made in fiscal 2022 to expand shipping partnerships, resulting in freight rate improvements and greater supply chain flexibility Completed the implementation of our upgraded ERP system Fiscal 2023 Financial Highlights Total sales of $747.9 million Net loss of $1.46 per share Cash of $79.7 million at the end of the fiscal year, with no debt Our 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.
Significant uses of cash included (1) a $54.8 million decrease in accrued expenses and other-long-term liabilities due primarily to payments of operating lease liabilities; (2) an $18.3 million decrease in accounts payable due primarily to the decrease in inventory; and (3) a $15.1 million decrease in accrued compensation due to payment in the first quarter of incentive compensation accrued in the preceding fiscal year.
Significant uses of cash included (1) a $54.8 million decrease in accrued expenses and other long-term liabilities due primarily to payments of operating lease liabilities; (2) an $18.3 million decrease in accounts payable due primarily to the decrease in inventory; and (3) an $15.1 million decrease in accrued compensation due to payment in the first quarter of incentive compensation accrued in the preceding fiscal year.
See Note 8 to the Financial Statements for more information regarding lease commitments. 28 Table of Contents Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and apply judgments that affect the reported amounts. Actual results could differ from those estimates.
See Note 8 to the Financial Statements for more information regarding lease commitments. 29 Table of Contents Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and apply judgments that affect the reported amounts. Actual results could differ from those estimates.
Relocated stores and expanded stores are included in the comparable store sales results, while stores that are closed permanently or for an extended period are excluded from the comparable store sales results. 26 Table of Contents Key Operating Statistics We measure performance using key operating statistics. One of the main performance measures we use is comparable store sales growth.
Relocated stores and expanded stores are included in the comparable store sales results, while stores that are closed permanently or for an extended period are excluded from the comparable store sales results. 27 Table of Contents Key Operating Statistics We measure performance using key operating statistics. One of the main performance measures we use is comparable store sales growth.
As described in more detail in “Item 1 Business,” we have identified four strategic areas of focus that we believe will accelerate our sales and earnings growth over the next few years: Driving Comparable Store Productivity .
As described in more detail in Item 1 Business, we have identified four strategic areas of focus that we believe will accelerate our sales and earnings growth over the next few years: Driving Comparable Store Productivity .
As an example, stores opened in fiscal 2021 and fiscal 2022 were not considered comparable stores in fiscal 2022. Relocated and expanded stores are included in the comparable store sales results. Stores that are closed permanently or for an extended period are excluded from the comparable store sales results.
As an example, stores opened in fiscal 2022 and fiscal 2023 were not considered comparable stores in fiscal 2023. Relocated and expanded stores are included in the comparable store sales results. Stores that are closed permanently or for an extended period are excluded from the comparable store sales results.
Executive Overview We are 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.
Executive Overview We are a leading specialty value retailer of apparel, accessories and home trends for way less spend primarily for African American and multicultural families. 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.
The above listing is not intended to be a comprehensive list of all our accounting policies. In many cases the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP, with no need for management’s judgment in their application.
The above listing is not intended to be a comprehensive list of all our accounting policies. In many cases the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP, with no need for management s judgment in their application.
We do not generally enter into such arrangements with our vendors. There were no material changes in the estimates or assumptions related to the valuation of inventory during fiscal 2022. Operating Leases We lease all of our retail store locations and certain office space and equipment. All leases are classified as operating leases.
We do not generally enter into such arrangements with our vendors. There were no material changes in the estimates or assumptions related to the valuation of inventory during fiscal 2023. Operating Leases We lease all of our retail store locations, our distribution centers and certain office space and equipment. All leases are classified as operating leases.
Our lessors do not provide an implicit rate, nor is one readily available, therefore we determine an incremental borrowing rate based on a buildup approach which utilizes rates and terms from the Company’s existing borrowing facility with adjustments to bridge for impacts to the rate due to differences in collateral, terms and payments.
Our lessors do not provide an implicit rate, nor is one readily available, therefore we determine an incremental borrowing rate based on a buildup approach which utilizes rates and terms from the Company s existing borrowing facility with adjustments to bridge for impacts to the rate due to differences in collateral, terms and payments.
This discussion may contain forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under the section entitled “Risk Factors” and elsewhere in this Report, our actual results may differ materially from those anticipated in these forward-looking statements.
This discussion may contain forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under the section entitled Risk Factors and elsewhere in this Report, our actual results may differ materially from those anticipated in these forward-looking statements.
Discussions of our results of operations for the year ended January 29, 2022 compared to the year ended January 30, 2021 that have been omitted under this item can be found in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended January 29, 2022, which was filed with the United States Securities and Exchange Commission on April 14, 2022.
Discussions of our results of operations for the year ended January 28, 2023 compared to the year ended January 29, 2022 that have been omitted under this item can be found in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended January 28, 2023, which was filed with the United States Securities and Exchange Commission on April 13, 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.
As a measure of sensitivity, a ten percent change in our estimated shrinkage rates as of January 28, 2023, would not have materially impacted our cost of goods sold in fiscal 2022. Many retailers have arrangements with vendors that provide for rebates and allowances under certain conditions, which ultimately affect the value of the inventory.
As a measure of sensitivity, a ten percent change in our estimated shrinkage rates as of February 3, 2024, would not have materially impacted our cost of goods sold in fiscal 2023. Many retailers have arrangements with vendors that provide for rebates and allowances under certain conditions, which ultimately affect the value of the inventory.
The estimate of shrinkage can be affected by changes in actual shrinkage trends. Inventory shrinkage as a percentage of sales in fiscal 2022, fiscal 2021 and fiscal 2020 was 0.7%, 0.4% and 0.8%, respectively. The allowance for inventory shrinkage was $5.8 million as of January 28, 2023 and $4.4 million as of January 29, 2022.
The estimate of shrinkage can be affected by changes in actual shrinkage trends. Inventory shrinkage as a percentage of sales in fiscal 2023, fiscal 2022 and fiscal 2021 was 1.0%, 0.7% and 0.4%, respectively. The allowance for inventory shrinkage was $3.9 million as of February 3, 2024 and $5.8 million as of January 28, 2023.
We believe that we have an opportunity to make strategic investments in our business that will improve our efficiencies and our capabilities to “buy,” “move” and “sell” our assortments to effectively engage current and new customers. Making a Difference .
We believe that we have an opportunity to make strategic investments in our business that will improve our efficiencies and our capabilities to buy, move and sell our assortments to effectively engage current and new customers. Making a Difference .
Liquidity and Capital Resources Capital Allocation Our capital allocation strategy is to maintain adequate liquidity to prioritize investments in opportunities to profitably grow our business and maintain current operations, then to return excess cash to shareholders through our repurchase programs. Our year-end cash and cash equivalents balance was $103.5 million compared to $49.8 million at the end of last year.
Liquidity and Capital Resources Capital Allocation Our capital allocation strategy is to maintain adequate liquidity to maintain current operations while investing in opportunities to profitably grow our business, then to return excess cash to shareholders through our share repurchase programs. Our year-end cash and cash equivalents balance was $79.7 million compared to $103.5 million at the end of last year.
In addition, we leverage consumer insights and analytics to 24 Table of Contents add incremental assortments, and we employ pricing studies to expand margin while ensuring a balanced “good, better, best” assortment. Investing in Our Infrastructure .
In addition, we leverage consumer insights and analytics to add incremental assortments, and we employ pricing studies to expand margin while ensuring a balanced good, better, best assortment. 25 Table of Contents Investing in Our Infrastructure .
Cash used in each year was primarily for repurchases of our common stock. Cash Requirements and Commitments Our principal cash requirements consist of (1) inventory purchases; (2) capital expenditures to invest in our infrastructure; and (3) operational needs, including salaries, occupancy costs, taxes and other operating costs. We also use cash to repurchase stock under our stock repurchase programs.
Cash Requirements and Commitments Our principal cash requirements consist of (1) inventory purchases; (2) capital expenditures to invest in our infrastructure; and (3) operational needs, including salaries, occupancy costs, taxes and other operating costs. We have also historically used cash to repurchase stock under our stock repurchase programs.
In fiscal 2022, we completed sale-leaseback transactions for our distribution centers in Darlington, South Carolina and Roland, Oklahoma that resulted in a combined gain of $64.1 million. Income Tax Expense.
In fiscal 2022, we completed sale-leaseback transactions for our distribution centers in Darlington, South Carolina and Roland, Oklahoma that resulted in a combined gain of $64.1 million. Income Tax Benefit (Expense). Income tax benefit was $3.9 million in fiscal 2023 compared to income tax expense of $17.0 million in fiscal 2022.
Our team is dedicated to our neighborhoods and committed to positively impacting the African American and multicultural communities that we serve. We strongly believe that our business strategy centered around these four areas will accelerate our long-term sales and earnings growth.
Our team is dedicated to our neighborhoods and committed to positively impacting the African American and multicultural neighborhoods that we serve. We ll leverage our CITI cares Council to continue making an impact. We strongly believe that our business strategy centered around these four areas will accelerate our long-term sales and earnings growth.
Our principal sources of liquidity consist of (i) cash and cash equivalents on hand; (ii) short-term trade credit arising from customary payment terms and trade practices with our vendors; (iii) cash generated from operations on an ongoing basis; and (iv) a revolving credit facility with a $75 million credit commitment. 27 Table of Contents In addition, in April 2022, we completed a sale-leaseback transaction of our distribution center in Darlington, South Carolina, for pretax proceeds of $45.5 million.
Our principal sources of liquidity consist of (i) cash and cash equivalents on hand; (ii) short-term trade credit arising from customary payment terms and trade practices with our vendors; (iii) cash generated from operations on an ongoing basis; and (iv) a revolving credit facility with a $75 million credit commitment. 28 Table of Contents In fiscal 2022, we completed sale-leaseback transactions of our distribution centers in Darlington, South Carolina and Roland, Oklahoma that resulted in combined pretax proceeds of $81.1 million.
Significant uses of cash included (1) a $53.2 million decrease in accrued expenses and other long-term liabilities due primarily to payments of operating lease liabilities; (2) a $20.4 million increase in inventory due primarily to depleted inventory levels at the end of the prior year; and (3) an $8.6 million change in income tax receivable/payable. Cash Flows From Investing Activities.
Significant uses of cash included (1) a $58.3 million decrease in accrued expenses and other-long-term liabilities due primarily to payments of operating lease liabilities; (2) a $24.6 million increase in inventory due primarily to depleted inventory levels at the end of the prior year; and (3) a $3.5 million increase in income tax receivable.
While we have greatly expanded our product offerings to become a one-stop shop, traffic to our stores is still influenced by weather conditions to some extent. Cyber Disruption In January 2023, we experienced a disruption of our back office and distribution center IT systems, which was due to what is known as Hive ransomware.
While we have expanded our product offerings to become a one-stop shop, traffic to our stores is still influenced by weather patterns to some extent. Cyber Disruption As previously disclosed, in January 2023, we experienced a disruption of our back office and distribution center IT systems, (the January 2023 cyber disruption ) .
Net Sales and Additional Operating Data The following table provides selected consolidated statement of operations data expressed both in dollars and as a percentage of net sales: Fiscal Year 2022 2021 2020 (dollars in thousands) Statement of Operations Data Net sales $ 795,011 100.0 % $ 991,595 100.0 % $ 783,294 100.0 % Cost of sales (exclusive of depreciation) (484,022) (60.9) % (584,063) (58.9) % (471,618) (60.2) % Selling, general and administrative expenses (279,177) (35.1) % (307,622) (31.0) % (260,198) (33.2) % Depreciation (20,595) (2.6) % (20,393) (2.0) % (19,259) (2.4) % Asset impairment 0.0 % 0.0 % (286) (0.0) % Gain on sale-leasebacks 64,088 8.1 % 0.0 % 0.0 % Income from operations 75,305 9.5 % 79,517 8.0 % 31,933 4.1 % Interest income 1,034 0.1 % 31 0.0 % 238 0.0 % Interest expense (306) (0.0) % (306) (0.0) % (776) (0.1) % Income before income taxes 76,033 9.6 % 79,242 8.0 % 31,395 4.0 % Income tax expense (17,141) (2.2) % (17,002) (1.7) % (7,417) (1.0) % Net income $ 58,892 7.4 % $ 62,240 6.3 % $ 23,978 3.1 % The following table provides information about store activity and the change in comparable store sales for each fiscal year: Fiscal Year 2022 2021 2020 Total stores open, beginning of year 609 585 571 New stores 12 27 18 Closed stores (10) (3) (4) Total stores open, end of year 611 609 585 Comparable store sales (decrease) increase (1) (22.1) % 25.1 % (2.1) % (1) Stores included in the comparable store sales calculation for any year are those stores that were opened prior to the beginning of the preceding fiscal year and were still open at the end of such year.
Furthermore, the seasonal nature of our business may affect comparisons between periods. 26 Table of Contents Net Sales and Additional Operating Data The following table provides selected consolidated statement of operations data expressed both in dollars and as a percentage of net sales: Fiscal Year 2023 2022 2021 (dollars in thousands) Statement of Operations Data Net sales $ 747,941 100.0 % $ 795,011 100.0 % $ 991,595 100.0 % Cost of sales (exclusive of depreciation) (462,824) (61.9) % (484,022) (60.9) % (584,063) (58.9) % Selling, general and administrative expenses (284,530) (38.0) % (279,177) (35.1) % (307,622) (31.0) % Depreciation (18,990) (2.5) % (20,595) (2.6) % (20,393) (2.0) % Asset impairment (1,051) (0.1) % 8.1 % 0.0 % Gain on sale-leasebacks 0.0 % 64,088 0.0 % 0.0 % (Loss) income from operations (19,454) (2.6) % 75,305 9.5 % 79,517 8.0 % Interest income 3,874 0.5 % 1,034 0.1 % 31 0.0 % Interest expense (306) (0.0) % (306) (0.0) % (306) (0.0) % (Loss) income before income taxes (15,886) (2.1) % 76,033 9.6 % 79,242 8.0 % Income tax benefit (expense) 3,907 0.5 % (17,141) (2.2) % (17,002) (1.7) % Net (loss) income $ (11,979) (1.6) % $ 58,892 7.4 % $ 62,240 6.3 % The following table provides information about store activity and the change in comparable store sales for each fiscal year: Fiscal Year 2023 2022 2021 Total stores open, beginning of year 611 609 585 New stores 5 12 27 Closed stores (14) (10) (3) Total stores open, end of year 602 611 609 Comparable store sales (decrease) increase (1) (6.8) % (22.1) % 25.1 % (1) Stores included in the comparable store sales calculation for any year are those stores that were opened prior to the beginning of the preceding fiscal year and were still open at the end of such year.
Cash provided by investing activities was $60.2 million in fiscal 2022 compared to cash used of $29.5 million in fiscal 2021. Cash provided in fiscal 2022 consisted of $81.1 million net proceeds from the sale of buildings in the sale-leaseback transactions, partially offset by $22.3 million for purchases of property and equipment.
Cash provided in fiscal 2022 consisted of $81.1 million net proceeds from the sale of the buildings in the sale-leaseback transactions, partially offset by $22.3 million for purchases of property and equipment. Cash Flows From Financing Activities. Cash used in financing activities was $0.9 million in fiscal 2023 compared with $12.2 million in fiscal 2022.
In connection with this incident, third party consultants and forensic experts were engaged to assist with the restoration and remediation of the Company’s systems and, with the assistance of law enforcement, to investigate the incident. The Company can confirm that sensitive customer data is not retained on its systems.
In connection with this incident, third party consultants and forensic experts were engaged to assist with the restoration and remediation of the Company s systems and, with the assistance of law enforcement, to investigate the incident. We do not retain sensitive customer data on our systems.
See Part II, Item 5 of this Report and Note 6 to the Financial Statements for more information. Revolving Credit Facility We have a revolving credit facility that matures in April 2026 and provides a $75 million credit commitment and a $25 million uncommitted “accordion” feature. Additional details of the credit facility are in Note 4 to the Financial Statements.
In fiscal 2022, we returned $10.0 million to shareholders through share repurchases. See Part II, Item 5 of this Report and Note 6 to the Financial Statements for more information. Revolving Credit Facility We have a revolving credit facility that matures in April 2026 and provides a $75 million credit commitment and a $25 million uncommitted accordion feature.
Historically, we have met these cash requirements using cash flow from operations and short-term trade credit. As of January 28, 2023, our contractual commitments for operating leases totaled $347.1 million (with $63.9 million due within 12 months) and our purchase obligations for open merchandise orders totaled $123.1 million due within 12 months.
Historically, we have met these cash requirements using cash flow from operations and short-term trade credit. As of February 3, 2024, our contractual commitments for operating leases totaled $307.3 million (with $57.0 million due within 12 months) and our purchase obligations for open merchandise orders totaled $132.8 million due within 12 months.
We focus on overall store sales volume as the critical driver of profitability. Fiscal 2022 Compared to Fiscal 2021 Net Sales. Net sales decreased $196.6 million, or 19.8%, to $795.0 million in fiscal 2022 from $991.6 million in fiscal 2021.
We focus on overall store sales volume as the critical driver of profitability. Fiscal 2023 Compared to Fiscal 2022 Net Sales. Net sales decreased $47.1 million, or 5.9%, to $747.9 million in fiscal 2023 from $795.0 million in fiscal 2022.
The years ended January 28, 2023, January 29, 2022 and January 30, 2021 are referred to herein as fiscal 2022, fiscal 2021 and fiscal 2020, respectively. Results of Operations The following discussion of our financial performance is based on the consolidated financial statements set forth in the financial pages of this Report. The nature of our business is seasonal.
Fiscal 2023 is comprised of 53 weeks, while fiscal years 2022 and 2021 are each comprised of 52 weeks. Results of Operations The following discussion of our financial performance is based on the consolidated financial statements set forth in the financial pages of this Report. The nature of our business is seasonal.
As of January 28, 2023, we operated 611 stores in urban, suburban and rural markets in 33 states.
As of February 3, 2024, we operated 602 stores in urban, suburban and rural markets in 33 states.
Despite the recent improvement in trends, we cannot reasonably predict the extent to which our future business will be impacted by the pandemic. General Economic Conditions We expect that our operations in the short-term will continue to be influenced by general economic conditions, including the recent inflationary pressures, which are particularly impactful to the communities we serve.
Uncertainties and Challenges General Economic Conditions We expect that our operations in the short-term will continue to be influenced by general economic conditions, including on-going inflationary pressures, which are particularly impactful to the communities we serve.
We are known for delivering newness and freshness, resulting in a high-repeat shopping rate, and our ample monthly liquidity will enable us to chase trends to excite our customer base.
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, and our ample monthly liquidity will enable us to chase trends to excite our customer base.
As a percentage of sales, SG&A expenses deleveraged 410 basis points to 35.1% in fiscal 2022 from 31.0% in fiscal 2021, primarily due to the deleveraging effect of lower sales. Depreciation. Depreciation expense increased $0.2 million to $20.6 million in fiscal 2022 from $20.4 million in fiscal 2021. Gain on Sale-leasebacks .
These increases were partially offset by $2.7 million lower insurance costs. As a percentage of sales, SG&A expenses deleveraged 290 basis points to 38.0% in fiscal 2023 from 35.1% in fiscal 2022, primarily due to the deleveraging effect of lower sales. Depreciation. Depreciation expense decreased $1.6 million to $19.0 million in fiscal 2023 from $20.6 million in fiscal 2022.
We anticipate capital expenditures in fiscal 2023 of $20 million to $25 million, primarily for opening approximately 8 new stores and remodeling approximately 28 stores, combined with continued investments in our systems and distribution centers. Share Repurchases During fiscal 2022 and 2021, we returned $10.0 million and $115.3 million, respectively, to shareholders through share repurchases.
We anticipate capital expenditures in fiscal 2024 of approximately $20 million, primarily for opening up to 5 new stores and remodeling approximately 40 stores, combined with continued investments in our systems and distribution centers. Share Repurchases We did not repurchase any shares of our common stock during fiscal 2023.
Results may fluctuate 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.
Results may fluctuate due to changes in our business, consumer spending patterns, and the macroeconomic environment.
Given the macro-economic environment, we expect low-income families to remain under pressure through the majority of fiscal 2023. In addition, we monitor the impacts of unemployment levels, wage inflation, interest rates, inflation rates, housing costs, energy costs, consumer confidence, consumer perception of economic conditions and costs to source our merchandise.
In addition, we continue to monitor the impacts on our business of unemployment levels, wage inflation, interest rates, inflation rates, housing costs, energy costs, consumer confidence, consumer perception of economic conditions, costs to source our merchandise and supply chain disruptions . Seasonality and Weather Conditions The nature of our business is seasonal.
At the end of fiscal 2022, we had no borrowings under the credit facility and $0.6 million in letters of credit outstanding. Cash Flows Cash Flows From Operating Activities. Cash provided by operating activities was $5.8 million in fiscal 2022 compared with $74.3 million in fiscal 2021.
Additional details of the credit facility are in Note 4 to the Financial Statements. At the end of fiscal 2023, we had no borrowings under the credit facility and $1.4 million in letters of credit outstanding. Cash Flows Cash Flows From Operating Activities.
The decrease was the result of disciplined inventory management and the deployment of packaway inventory that was opportunistically acquired at the end of fiscal 2021. Capital Expenditures Capital expenditures in fiscal 2022 were $22.3 million, a decrease of $7.4 million over the prior year, primarily due to opening fewer stores in fiscal 2022.
Capital Expenditures Capital expenditures in fiscal 2023 were $14.9 million, a decrease of $7.4 million from the prior year, primarily due to opening fewer stores in fiscal 2023.
We are unable to estimate the ultimate direct and indirect financial impacts of this cyber disruption. Basis of Presentation Net sales consist of store sales and layaway fees, net of returns by customers. Cost of sales consists of the cost of products we sell and associated freight costs.
Basis of Presentation Net sales consist of store sales and layaway fees, net of returns by customers. Cost of sales consists of the cost of products we sell and associated freight costs. Depreciation is not considered a component of cost of sales and is included as a separate line item in the consolidated statements of operations.
We continue to believe that we have the potential to grow to approximately 1,000 stores over time through both densification and new market entries. 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 believe that we have the potential to grow our fleet to approximately 1,000 locations over time, giving us the opportunity to increase our presence in African-American and multicultural geographies through both densification and new market entries. Managing Inventory and Maximizing Margin .
The decrease in comparable store sales was due to unprecedented demand last year driven by government stimulus payments, combined with inflationary pressures in fiscal 2022 that were particularly impactful to our core customers. Cost of Sales (exclusive of depreciation). Cost of sales decreased $100.1 million, or 17.1%, to $484.0 million in fiscal 2022 from $584.1 million in fiscal 2021.
The decrease in sales was due to a 6.8% decrease in comparable store sales, as well as a decrease of $6.1 million from net store opening and closing activity. The decrease in comparable store sales was the result of continued inflationary pressures in fiscal 2023 that were particularly impactful to our core customers. Cost of Sales (exclusive of depreciation).
We anticipate that our financial costs related to the cyber disruption will ultimately be covered by insurance, subject to a retention. We expect to incur ongoing costs related to the cyber disruption, including costs to enhance data security, and plan to take further steps to prevent unauthorized access to, or manipulation of, our systems and data.
We expect to incur ongoing costs to enhance data security and take further steps to prevent unauthorized access to, or manipulation of, our systems and data. Several putative class action lawsuits have been filed against the Company and several inquiries have been made to the Company with respect to the January 2023 cyber disruption.
In September 2022, we completed a sale-leaseback transaction of our distribution center in Roland, Oklahoma, for pretax proceeds of $35.6 million. Inventory Our year-end inventory balance was $105.8 million, compared with $123.8 million at the end of fiscal 2021.
Inventory Our year-end inventory balance was $130.4 million, compared with $105.8 million at the end of fiscal 2022.
Selling, General and Administrative (“SG&A”) Expenses. SG&A expenses decreased $28.4 million, or 9.2%, to $279.2 million in fiscal 2022 from $307.6 million in fiscal 2021.
SG&A expenses increased $5.3 million, or 1.9%, to $284.5 million in fiscal 2023 from $279.2 million in fiscal 2022.
For fiscal 2021, significant sources of cash included (1) $142.1 million from net income adjusted for non-cash expenses and insurance proceeds; and (2) a $12.8 million increase in accounts payable.
Cash used in operating activities was $9.6 million in fiscal 2023 compared with cash provided of $5.8 million in fiscal 2022. For fiscal 2023, significant sources of cash included $3.5 million from insurance proceeds related to operating activities and a $17.9 million increase in accounts payable.
As a percentage of net sales, cost of sales deleveraged 200 basis points to 60.9% in fiscal 2022 from 58.9% in fiscal 2021 due to a decrease of 145 basis points in the core merchandise margin (initial mark-up, net of markdowns) primarily driven by unusually low markdowns last year during outsized stimulus-driven demand, along with an increase of 35 basis points in shrinkage and an increase of 20 basis points in freight costs in the current year.
As a percentage of net sales, cost of sales deleveraged 100 basis points to 61.9% in fiscal 2023 from 60.9% in fiscal 2022 driven by higher freight costs due to rebuilding inventory in certain categories, as well as an increase in shrinkage costs. Selling, General and Administrative ( SG&A ) Expenses.
There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. Recent Accounting Pronouncements We do not expect that any recently issued accounting pronouncements will have a material effect on our financial statements.
There are also areas in which management s judgment in selecting any available alternative would not produce a materially different result. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosures (Topic 740) , which requires additional disclosures for income tax rate reconciliations, income taxes paid, and certain other tax disclosures.
Depreciation is not considered a component of cost of sales and is included as a separate line 25 Table of Contents item in the consolidated statements of operations. Selling, general and administrative expenses are comprised of store costs, including payroll and occupancy costs, corporate and distribution center costs and advertising costs.
Selling, general and administrative expenses are comprised of store costs, including payroll and occupancy costs, corporate and distribution center costs and advertising costs. The years ended February 3, 2024, January 28, 2023 and January 29, 2022 are referred to herein as fiscal 2023, fiscal 2022 and fiscal 2021, respectively.
Removed
Uncertainties and Challenges COVID-19 The COVID-19 pandemic caused significant volatility and disruptions in our business during fiscal 2020 and 2021. We remain focused on providing a safe store environment for our customers and associates while delivering an engaging shopping experience.
Added
Given the macro-economic environment, we expect low-income families to remain under pressure and to tightly manage their discretionary spend through the majority of fiscal 2024.
Removed
Supply Chain Disruptions While the supply chain disruptions that began in the second half of fiscal 2021 have largely mitigated as of the date of this report, these disruptions resulted in decreased capacity and increased costs. These pressures persisted through the majority of fiscal 2022.
Added
The impact of the January 2023 cyber disruption was not material to our fiscal 2023 financial results. In the third quarter of fiscal 2023, we received insurance proceeds (reflected on our Statement of Cash Flows) related to the January 2023 cyber disruption.
Removed
In response, we took various actions, including ordering merchandise earlier, leveraging our packaway merchandise stock and expanding the vendor direct-to-store shipping program that we initiated in fiscal 2020. Seasonality and Weather Conditions The nature of our business is seasonal.
Added
This resulted in a gain of $1.2 million that is recorded in Selling, general and administrative expenses on our Statement of Operations . In fiscal 2023, we recognized $1.7 million of costs related to the cyber disruption in Selling, general and administrative expenses on our Statement of Operations.
Removed
The impact of this disruption was not material to our fourth quarter fiscal 2022 financial results and, while our investigation and remediation efforts remain ongoing, it is not expected to be material to the Company’s full year fiscal 2023 financial results.
Added
At February 3, 2024, we had an accrual of $0.8 million for estimated losses in connection with these matters recorded in Accrued expenses on our Balance Sheet. See Note 7 to the Financial Statements for more information . For additional information on cybersecurity and cybersecurity threats, see Item 1C. Cybersecurity.
Removed
In fiscal 2022, cyber disruption related costs incurred totaled $0.1 million, primarily comprised of third-party consulting services and legal counsel. We do have cyber insurance, and we are working diligently with our insurance carriers on claims to recover costs incurred.
Added
Cost of sales decreased $21.2 million, or 4.4%, to $462.8 million in fiscal 2023 from $484.0 million in fiscal 2022.
Removed
We operate on a 52- or 53-week fiscal year, which ends on the Saturday closest to January 31. Each of our fiscal quarters consists of four 13-week periods, with an extra week added to the fourth quarter every five to six years.
Added
The increase was primarily due to (1) $2.7 million of rent related to our two distribution center sale-leaseback transactions completed in fiscal 2022; (2) $1.9 million of store rent and occupancy costs; (3) $1.9 million of distribution center payroll; (4) $0.9 million for traffic driving marketing tests; and (5) $0.6 million for cloud based technology subscriptions.
Removed
The decrease in sales was due to a 22.1% decrease in comparable store sales, partially offset by a $16.9 million increase from net store opening and closing activity.
Added
Asset Impairment . Impairment charges for fiscal 2023 related to underperforming stores totaled $1.0 million, comprised of $0.9 million for leasehold improvements and fixtures and equipment, and $0.1 million for an operating lease right-of-use asset. There was no impairment expense in fiscal 2022. ​ Gain on Sale-leasebacks .
Removed
The decrease was due to (1) a $21.4 million decrease in incentive-based compensation as a result of unfavorable operating results in relation to budget in fiscal 2022 (compared to overperformance last year) and an adjustment to compensation costs for certain performance-based awards that are no longer probable to vest, as well as higher costs last year related to the recognition of incremental compensation costs for the conversion of nonvested cash-settled units to nonvested shares; (2) a decrease of $6.3 million in payroll expenses related to reduced headcount (3) $2.9 million of one-time items consisting of an insurance gain, adjustments to accrued vacation expense and the capitalization of payroll related to a technology upgrade; and (4) decreases in fees for credit card processing, professional services and insurance.
Added
The difference is attributable to a pretax loss this year compared to pretax income last year that included the gain on sale-leasebacks. Net (Loss) Income. Net loss was $12.0 million in fiscal 2023 compared to net income of $59.0 million in fiscal 2022, due to the factors discussed above.
Removed
These decreases were partially offset by a $4.8 million increase in rent related to the sale-leasebacks of our distribution centers, higher utility costs and the general impact to expenses from higher inflation.
Added
The increase was the result of targeted inventory rebuilds versus 2022 inventory levels that were too light and an earlier set of the fresh spring assortment in advance of two important selling moments – tax refund season and the earlier 2024 Easter holiday.
Removed
Income tax expense increased $0.1 million to $17.1 million in fiscal 2022 from $17.0 million in fiscal 2021, due to a slightly higher effective tax rate after the prior year had a favorable tax impact from restricted stock vestings. Net Income.
Added
Cash Flows From Investing Activities. Cash used in investing activities was $13.4 million in fiscal 2023 compared to cash provided of $60.2 million in fiscal 2022. Cash used in fiscal 2023 consisted of $14.9 million for purchases of property and equipment, partially offset by $1.5 million from insurance proceeds related to investing activities.
Removed
Net income decreased $3.3 million to $58.9 million in fiscal 2022 compared to $62.2 million in fiscal 2021, due to the factors discussed above.
Added
Cash used in fiscal 2023 was to settle withholding taxes on the vesting of restricted stock. Cash used in fiscal 2022 was primarily for repurchases of our common stock.
Removed
Cash used in fiscal 2021 was primarily for capital expenditures in new and remodeled stores, along with investments in system upgrades and distribution center enhancements. Cash Flows From Financing Activities. Cash used in financing activities was $12.2 million in fiscal 2022 compared with $118.2 million in fiscal 2021.
Added
ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Adoption is required for annual periods beginning after December 15, 2024.
Added
The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. ​ 30 Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added0 removed1 unchanged
Biggest changeWe have not entered into forward contracts to hedge against fluctuations in foreign currency prices. 29 Table of Contents
Biggest changeWe have not entered into forward contracts to hedge against fluctuations in foreign currency prices. 31 Table of Contents

Other CTRN 10-K year-over-year comparisons