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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 2, 2021

 

Citi Trends, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-51315   52-2150697
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

104 Coleman Boulevard, Savannah, Georgia 31408
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (912) 236-1561

 

Former name or former address, if changed since last report: Not applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre- commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value CTRN Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ¨

 

 

 

 

 

Item 8.01.Other Events.

 

On June 2, 2021, Citi Trends, Inc. (the “Company”) announced that the Company’s Board of Directors has approved a share repurchase program authorizing the Company to repurchase up to $30 million of its common stock (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be made at management’s discretion from time to time on the open market, in privately negotiated transactions or otherwise, in each case subject to compliance with all Securities and Exchange Commission rules and other legal requirements, and may be made in part under one or more Rule 10b5-1 plans, which permit stock repurchases at times when the Company might otherwise be precluded from doing so. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)          Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated June 2, 2021.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  CITI TRENDS, INC.
   
   
Date: June 2, 2021 By: /s/ Pamela J. Edwards
  Name: Pamela J. Edwards
  Title: Executive Vice President, Chief Financial Officer

 

 

 

Exhibit 99.1

 

CITI TRENDS ANNOUNCES NEXT STEPS UNDER ITS CAPITAL RETURN PROGRAM

 

Board Authorizes new $30 million share repurchase program

 

SAVANNAH, GA (June 2, 2021) — Citi Trends, Inc. (NASDAQ: CTRN), a growing specialty value retailer of apparel, accessories and home trends for way less spend primarily for African American and Latinx families in the United States, today announced the authorization of a new share repurchase program.

 

After careful analysis of its cash position coming out of a record first quarter of 2021 and keeping in step with its recent capital allocation strategy, inclusive of store growth opportunities, infrastructure investments, and returning cash to shareholders, the Company’s board of directors today announced the authorization of a new $30 million share repurchase program. The Company expects to fund the share repurchase program from cash on hand.

 

David Makuen, Chief Executive Officer, commented, “We are pleased to see continued momentum in our business and, as you heard during our recent first quarter earnings call, we are exceeding our original goals for 2021. The approval by our board of another share repurchase program demonstrates confidence in our business and our outlook for successful growth over the long term. We have a great cash position, a healthy balance sheet, no debt and continue to generate strong cash flow. We are very pleased to be in a position to not only invest in our business, but also reward our shareholders while maintaining financial flexibility.”

 

In fiscal 2021 through the end of May, the Company has repurchased approximately 623,000 shares of its common stock at an aggregate cost of approximately $53.6 million.  As of May 28, 2021, approximately $1.7 million remains available under the Company’s previously authorized share repurchase program.

 

About Citi Trends

 

Citi Trends, Inc. is a growing specialty value retailer of apparel, accessories and home trends for way less spend primarily for African American and Latinx families in the United States. The Company operates 585 stores located in 33 states. Citi Trends’ website address is www.cititrends.com. CTRN-G

 

 

 

Forward-Looking Statements

 

All statements other than historical facts contained in this news release, including statements regarding the Company’s future financial results and position, business policy and plans, objectives and expectations of management for future operations, capital allocation expectations and our intentions and ability to complete any share repurchases, are forward-looking statements that are subject to material risks and uncertainties. The words "believe," "may," "could," "plans," "estimate," "continue," "anticipate," "intend," "expect," “upcoming,” “trend” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements, although not all forward-looking statements contain such language. Actual results or developments may differ materially from those included in the forward-looking statements as a result of various factors which are discussed in our Annual Reports and Quarterly Reports on Forms 10-K and 10-Q, respectively, and any amendments thereto, filed with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, uncertainties relating to general economic conditions, including any deterioration whether caused by acts of war, terrorism, political or social unrest (including any resulting store closures, damage or loss of inventory); the ongoing COVID-19 (coronavirus) pandemic and associated containment and remediation efforts, the potential negative impacts of COVID-19 on the global economy and foreign sourcing; the impacts of COVID-19 on the Company's financial condition, business operation and liquidity, including the re-closure of any or all of the Company’s retail stores and distribution centers; transportation and distribution delays or interruptions; changes in freight rates; the Company’s ability to negotiate effectively the cost and purchase of merchandise inventory risks due to shifts in market demand; the Company’s ability to gauge fashion trends and changing consumer preferences; changes in consumer spending patterns; the duration and extent of economic stimulus; changes in product mix; interruptions in suppliers’ businesses; temporary changes in demand due to weather patterns; seasonality of the Company’s business; delays associated with building, opening and operating new stores; and delays associated with building, and opening or expanding new or existing distribution centers. Any forward-looking statements by the Company, with respect to the repurchase of shares pursuant to a share repurchase program, or otherwise, are intended to speak only as of the date such statements are made. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, the Company does not undertake to publicly update any forward-looking statements in this news release or with respect to matters described herein, whether as a result of any new information, future events or otherwise.

 

Tom Filandro

ICR, Inc.

(646) 277-1235