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Mail Stop 0308
March 28, 2005
VIA U.S. MAIL AND FACSIMILE
Mr. R. Edward Anderson
Chief Executive Officer
Citi Trends, Inc.
102 Fahm Street
Savannah, Georgia 31401
Re: Citi Trends, Inc.
Registration Statement on Form S-1
Filed February 28, 2005
File No. 333-123028
Dear Mr. Anderson:
We have reviewed the document listed above and have the
following comments. Where indicated, we think you should revise
your
document in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Part I
General
1. Please file all required exhibits in a timely manner so that we
may have sufficient time to review them before you request
effectiveness of your registration statement. Also, please
confirm
that any preliminary prospectus you circulate will disclose all
non-
Rule 430A information, including the price range and related
information based on a bona fide estimate of the public offering
price within that range.
2. Please provide us with copies of any additional artwork you
intend
to use as soon as possible for our review and comment. Please
keep
in mind that we may have comments on these materials and you
should
consider waiting for these comments before printing and
circulating
any artwork.
3. Please review your disclosure and ensure that you identify the
source for the statements you provide. Currently, you include
many
factual statements, but you have not indicated whether the source
of
this information is based upon management`s belief, industry data,
reports/articles, or any other source. If the statements are
based
upon management`s belief, please indicate that this is the case
and
include an explanation for the basis of that belief.
Alternatively,
if the information is based upon reports or articles, please
supplementally provide these documents to us (appropriately marked
and dated). The following are examples only of the statements for
which you need sources:
* "We provide this offering at compelling values with nationally
recognized branded merchandise offered at 20% to 60% discounts to
department and specialty stores` regular prices." Business, page
33.
* "According to a nationally recognized firm that specializes in
apparel research, retail sales of off-price apparel totaled $16.5
billion in the U.S. in 2004, up more than 15% from 2003."
Business,
page 33.
* "The off-price apparel market is dominated by large format,
national apparel companies[.]" Business, page 33.
We may have further comments once we examine your revisions.
4. Please note the updating requirements of Rule 3-12 of
Regulation
S-X.
Table of Contents
5. The forepart of your document should consist of the cover page,
summary and risk factors. Please move the paragraphs beneath the
table of contents to a more appropriate location in your
prospectus.
Prospectus Summary, page 1
6. The Summary section is intended to provide a brief overview of
the
key aspects of your offering. Currently, your Summary is too long
and repeats much of the information fully discussed in your
Business
section. For example, you should remove the Industry section from
the Summary since it also appears in the Business section. Also,
please remove or substantially shorten your discussion of your
differentiation strategy, business strengths and growth strategy.
At
a minimum, these sections should not repeat other disclosure in
the
Summary. The Summary is only intended to provide a brief snapshot
of
the offering. See Instruction to Item 503(a) of Regulation S-K.
Risk Factors, page 6
7. Your Risk Factors section should be a discussion of the most
significant factors that make you offering speculative or risky.
You
should place risk factors in context so your readers can
understand
the specific risk as it applies to you. See SEC Release No. 33-
7497.
Also, you should not present risks that are generic or contain
boilerplate language that could apply to any issuer or any
offering.
We believe a discussion of risk in generic terms does not tell
your
readers how the risk may affect their investment in you. Please
revise your Risk Factors section generally to write each risk
factor
in plain English and avoid using boilerplate or generic risk
factors.
See Item 503(c) of Regulation S-K. As examples, please consider
the
following risk factors:
* "Expansion into new markets may present risks different from our
existing markets, and we may have difficulty overcoming them."
* "Our business and growth strategies depend on our ability to
obtain
a sufficient amount of merchandise, and our failure to meet
current
and increased merchandising needs could have a material adverse
effect on our business, financial condition and results of
operations."
* "Changes in the regulatory environment governing our business
could
have a material adverse effect on our business, financial
condition
and results of operations."
Further, some of your risk factor discussions do not clearly and
concisely convey the actual risk, such as the second risk factor
on
page 8 and the last risk factor on page 10. Consider whether
other
subsections or elements of a discussion within a subsection are
necessary for this section, and whether certain risk factors can
be
combined so they are not repetitive. Accordingly, please
thoroughly
revise this section to more precisely articulate the risks to your
offering from each risk factor, and to ensure that each factor is
written in plain English. We may have additional comments based
upon
your revisions.
Our business and growth strategies depend on our ability to obtain
a
sufficient amount..., page 7
8. Please consider breaking up this risk factor to include an
additional risk factor discussing your risks in receiving products
that you are prohibited from selling or that are counterfeit
brands
or unlicensed goods.
We rely on only two distribution centers, one of which also serves
as..., page 7
9. Please quantify, to the extent possible, how much of your total
operations depend on each distribution center.
We depend on the experience and expertise of our senior management
team..., page 9
10. Please identify all the key personnel upon whom you depend.
Our failure to protect our trademarks could have a negative
effect..., page 9
11. Please state which other entities have trademarks that contain
the word "Citi" or similar marks for apparel and clothing. Also,
please disclose the likelihood that others will try to prevent
your
manufacturing or sale of your private label merchandise by
claiming
that your merchandise violates their trademarks or other
proprietary
rights. Further, please discuss the likelihood of the other
entities` success. If you do not know which entities have these
rights, or the likelihood of a successful lawsuit is small, please
consider deleting this portion of the risk factor.
Adverse trade restrictions may disrupt our supply of
merchandise...,
page 12
12. Please specify the foreign countries in which your merchandise
is
currently manufactured, and please disclose any specific political
risks that would effect your business operations in these
countries.
Use of Proceeds, page 17
13. You state that with your proceeds you intend to repay your
outstanding indebtedness to National Bank of Commerce, Bank of
America, and Congress Financial. Please disclose the amounts you
currently owe to each of these banks and whether you will repay
the
debts in full. Also, please tell us if these debts were incurred
within the last year. If so, please describe the use of the
proceeds
of this indebtedness other than short-term borrowings used for
working capital. See Instruction 4 to Item 504 of Regulation S-K.
14. You state that if you have any remaining net proceeds you will
use the proceeds for new store openings, including the acquisition
or
design and construction of a new distribution center in fiscal
2006.
Since this is an underwritten offering, it can reasonably be
expected
that the actual proceeds will not be substantially less than your
aggregate proceeds. Therefore, please tell us why you have not
determined approximately how much of the remaining proceeds you
will
spend on new store openings or a new distribution center.
15. Also, since these proceeds will be used to acquire assets,
otherwise than in the ordinary course of business, please describe
briefly and state the cost of these assets. Further, if any of
these
assets are to be acquired from your affiliates or their
associates,
please give the names of the persons from whom they are to be
acquired and set forth the principle followed in determining their
cost. See Instruction 5 to Item 504 of Regulation S-K.
Selected Financial and Operating Data, page 20
16. Please include the amounts for the "net income per common
share"
and "weighted average share."
17. Please expand the balance sheet data on page 21 to show the
mandatory redeemable preferred stock as a liability for the years
prior to the reclassification.
Management`s Discussion and Analysis of Financial Condition and
Results..., page 22
18. We note from the disclosure on page 12 that you are
instituting
changes to address and improve your internal control procedures
and
compliance capabilities. In this section, please discuss the
improvements that you must make to your internal and disclosure
controls to the extent that you believe you will have difficulty
implementing these changes and that these areas will remain a risk
to
your financial reporting obligations.
19. Please expand this section to discuss known material trends
and
uncertainties that will have, or are reasonably likely to have, a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way. Please
provide additional information about the quality and variability
of
your earnings and cash flows so that investors can ascertain the
likelihood of the extent past performance is indicative of future
performance. We note, for example, that your comparable stores
sales
have declined significantly for the 39 weeks ended October 30,
2004
to levels below those following your remodeling initiatives.
Please
discuss whether you expect levels to remain at this level or to
increase or decrease. Also, you should consider discussing the
impact of any changes on your earnings. Further, please discuss
in
reasonable detail:
* economic or industry-wide factors relevant to your company, and
* material opportunities, challenges, and risks in short and long
term and the actions you are taking to address them.
See Item 303 of Regulation S-K and SEC Release No. 33-8350.
20. We note that management uses operating statistics, such as
customer counts, items purchased per customer, and average item
price. Please consider providing these metrics and any other
statistics, such as sales per square foot and average amount of
customer purchases, to enable investors to view your operations
through management`s eyes.
21. If you choose to present the non-GAAP measure of "average
store
level cash flow" shown on page 22, please revise to include also
the
disclosures required by Item 10(e) of Regulation S-K.
Overview, page 22
22. Please disclose the status of any actions you have completed
in
furtherance of acquiring or designing and constructing a new
distribution center in southeastern Georgia in fiscal year 2006.
Also, please state the likelihood that a new distribution center
will
be operational by that time.
23. Please further explain the impact that the WTO Agreement on
Textiles and Clothing will have on your operations. We note that
even though the average dollar amount of sales per customer spent
in
your stores would be reduced, apparently, so would your cost in
purchasing your stock goods. Also, what "various actions" have
been
taken or threatened by parties affected by the removal of the
quotas,
and who are the parties to whom you are referring?
Results of Operations, page 24
24. Please discuss any off-balance sheet arrangements that have,
or
are reasonably likely to have, a current or future effect on your
financial condition, revenues or expenses, results of operations,
liquidity or capital resources. See Item 303(a)(4) of Regulation
S-
K.
Quarterly Results of Operations, page 26
25. Please add per share data to your quarterly results of
operations
as required by Item 302(a)(1) of Regulation S-K.
Liquidity Sources, Requirements and Contractual Cash
Requirements...,
page 28
26. In this section, you state that "[s]ome operating leases
provide
for fixed monthly rentals while others provide for rentals
computed
as a percentage of net sales." On page 40, you say that your
"typical store lease" requires you to pay "percentage rent."
Please
revise one or both of these statements so that your document
reflects
consistently how your leases are structured. To the extent
practicable, quantify the number of leases with fixed monthly
rentals
compared to those for which rentals are computed as a percentage
of
sales.
27. Please include contingent lease payments in the contractual
obligations schedule, if estimable, along with disclosure of the
assumptions used to calculate the estimate.
28. In footnote 5, please expand your disclosure to indicate if
the
termination fee to be paid upon consummation of the offering has
been
paid or will be paid from the proceeds.
Critical Accounting Policies, page 30
29. Please revise your disclosure to present a more robust
discussion
as to why these are critical accounting policies. This disclosure
should supplement, not duplicate, the description of accounting
policies that are already disclosed in the notes to the financial
statements. The disclosure should provide greater insight into
the
quality and variability of information regarding financial
condition
and operating performance. The discussion in your Management`s
Discussion and Analysis should present your analysis of the
uncertainties involved in applying a principle at a given time or
the
variability that is reasonably likely to result from its
application
over time. Additionally, please undertake the following:
* discuss why management believes the accounting policy is
critical;
* discuss how accurate your estimates and assumptions have been in
the past, how much they have changed in the past, and whether they
are likely to change in the future; and
* include quantitative disclosure of your sensitivity to change
based
on other outcomes that are reasonably likely to occur and that
would
have a material effect on the company.
For example, for your revenue recognition policy you could discuss
the provision for sales returns and allowance for doubtful
accounts
both on a total cost basis as well as on a percentage of revenues.
Your discussion could further address variances that have occurred
in
historic results, trends, and future expectations, as well as the
impact to the statement of operations resulting from hypothetical
changes. See Item V of Release Nos. 33-8350/34-48960.
Business, page 33
30. Since the strength of your business operations is in offering
your merchandise at discounts to your customers, please detail
your
plans if you are unable to "opportunistically" purchase
merchandise
at reduced prices and through close-outs.
31. You state that you do not spend large sums on fixturing,
leasehold improvements, equipment, or other start up costs, yet on
page 22, you state that your average investment for the 40 stores
opened in fiscal 2004 was approximately $280,000. Please provide
support that this is not a comparatively "large sum" in your
industry.
Growth Strategy, page 35
32. Please explain what you mean by "merchandising enhancements"
and
the "expansion of adjacent product categories." Also, please
identify the geographic areas in which you expect to expand.
Store Operations, page 35
33. Please discuss how your layaway program compares to industry
practice. See Item 101(c)(1)(vi) of Regulation S-K. Also, please
disclose the amount of the re-stocking fee.
Product Merchandising and Pricing, page 37
34. Please identify the manufacturers of the products that are
typically represented by nationally recognized brands to the
extent
that these brands individually represent a material portion of
your
sales.
Sourcing and Allocation, page 38
35. Please disclose the names of your two independent fashion
consulting firms. Also, if you have any material agreements with
these firms, please file them as material contracts. See Item
601(b)(10) of Regulation S-K.
36. Please disclose why you believe alternate sources of
merchandise
for all product categories are available at comparable prices
should
you change your suppliers; especially if your sales are dependent
on
"nationally recognized brands." Further, please discuss any other
factors that may disrupt the availability of your products, and
your
alternatives should a disruption occur. See Item 101(c)(1)(iii)
of
Regulation S-K.
Distribution, page 39
37. In this section, you describe your practices regarding how you
handle working capital items. In addition, please discuss
industry
practices in handling working capital items. For example, please
disclose how you compare with others in your industry in carrying
the
proper amount of inventory to meet your delivery requirements and
assure yourself of a continuous allotment of goods from suppliers.
Also, please discuss your customers` rights to return purchased
merchandise, if any, and how your policies compare with industry
practice. See Item 101(c)(1)(vi) of Regulation S-K.
Information Technology and Systems, page 39
38. We note that you anticipate selling selected branded apparel
provided by third parties on your website. Please consider
discussing in Management`s Discussion and Analysis your
expectations
regarding the effect of these sales on your results of operations
for
future periods to the extent that you believe these sales will
have a
material effect on your operations.
Competition, page 40
39. Please estimate your competitive position relative to the
competitors you mention. Also, please discuss the principal
methods
of competition and the positive and negative factors pertaining to
your competitive position. See Item 101(c)(1)(x) of Regulation S-
K.
Legal Proceedings, page 41
40. For the two proceedings that you mention, please include the
name
of the court, the principal parties, a description of the factual
basis alleged to underlie the proceedings, and the relief sought
by
the plaintiffs. See Item 103 of Regulation S-K.
Executive Officers and Directors, page 42
41. On page 52, you state that Mr. Bellino was your Chief
Executive
Officer and President from April 1999 to December 2001. However,
in
this section, you state that Mr. Bellino has been your President
and
Chief Merchandising Officer since January 1997. Please revise or
advise.
42. Please disclose how Mr. Goff has been "associated" with
Hampshire
Equity Partners since August 1998. See Item 401(e) of Regulation
S-
K.
Board of Directors Composition After the Offering, page 43
43. You state that you intend to avail yourself of the Nasdaq rule
4350(c) controlled company exception that applies to companies
where
more than 50% of the stockholder voting power is held by an
individual, group, or another company. Please disclose the
individual, group, or company that has the 50% voting power in
you.
Also, please disclose your plans for complying with Nasdaq rules
should the entity`s ownership interest fall below the 50%
ownership
threshold.
44. Please disclose whether any of the five directors that will
take
office following the offering are Hampshire`s nominated directors.
If so, please state which directors were nominated by Hampshire.
Also, please tell us how Mr. Flynn satisfies the independence
requirements of the Nasdaq rules.
Director Compensation, page 46
45. Please disclose the amount of options given to your directors
as
compensation for their services and the exercise price of the
options. See Item 402(g) of Regulation S-K.
Management Consulting Agreement, page 55
46. Please file your Amended and Restated Management Consulting
Agreement, effective February 1, 2004, as an exhibit to this
document. Also, please disclose whether the terms of this
agreement
are comparable to those you could have obtained from an
unaffiliated
third party.
47. In your stockholders agreement dated April 13, 1999, you state
that four members of your board may be designated by the owners of
the majority of the voting stock beneficially owned by Hampshire
Equity Partners and its affiliates. However, according to your
nominating agreement with Hampshire Equity Partners, Hampshire is
permitted to designate only up to two directors to be nominated,
depending on the Hampshire`s stock ownership. Please clarify
whether
the nominating agreement will supersede this provision of the
stockholders agreement.
Principal and Selling Stockholders, page 57
48. Please identify the beneficial owner that has the ultimate
voting
or investment control over the shares of Hampshire Equity Partners
II, L.P. listed in your selling shareholder table on page 57. See
Interpretation 60 under Section I. Regulation S-K in the Division
of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (July 1997). Please update this information so it
is
presented as of the most recent practicable date. See Item 403 of
Regulation S-K.
Lock-Up Agreements, page 62
49. Please tell us what factors CIBC World Markets Corp. would
take
into consideration in deciding whether to consent to a disposition
of
securities prior to the expiration of the lock-up.
Underwriting, page 64
50. Please disclose which of your selling shareholders are
affiliates, and disclose that an affiliate may be deemed to be an
underwriter under the federal securities laws.
51. Please identify any members of the underwriting syndicate that
will engage in any electronic offer, sale, or distribution of the
shares and describe their procedures to us supplementally. If you
become aware of any members of the underwriting syndicate that may
engage in electronic offers, sales, or distributions after you
respond to this comment, please supplement your response promptly
to
identify those members and provide us with a description of their
procedures. Also, please briefly describe any electronic
distribution in the filing. In your discussion of the procedures,
tell us how they ensure that the distribution complies with
Section 5
of the Securities Act. In particular, please address:
* the communication used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
of indications of interest or conditional offers; and
* the funding of an account and payment of the purchase price.
Finally, please tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the Internet. If so, identify the party and the
website, describe the material terms of your agreement and provide
us
with a copy of any written agreement. Provide us also with copies
of
all information concerning your company or prospectus that has
appeared on their website. Again, if you subsequently enter into
any
such arrangements, promptly supplement your response. We may have
further comment.
52. Please tell us whether you plan to have a directed share
program
for employees and others. If so, please supplementally tell us
the
mechanics of how and when these shares will be offered and sold to
persons in the directed share program. For example, please
explain
for us how you will determine the prospective recipients of
reserved
shares. Tell us when and how they will indicate their interest in
purchasing shares. Also, please tell us how and when the issuer
and
underwriters will contact the direct share investors, including
the
types of communications used. When will the shares and money be
exchanged? When do purchasers become committed to purchase their
shares? How and when will the number of shares offered be
determined? Will the procedures for the directed share program
differ from the procedures for the general offering to the public?
53. Please tell us whether one of the underwriters, other than
CIBC
World Markets Corp., will act as a qualified independent
underwriter.
Financial Statements
Note 2, Summary of Significant Accounting Policies, F-7
General
54. We note your disclosure on page 23 that handling and
distribution
center costs are included in selling, general, and administrative
expenses. Please expand your disclosure in that section and in
the
notes to the financial statements to describe the costs included
in
costs of sales. Please indicate specifically whether you include
purchasing and receiving costs, inspection costs, internal
transfer
costs, and other costs of your distribution network. For those
costs
you excluded, such as the distribution center costs, please tell
us
why the costs are excluded and disclose:
* the line item that the excluded costs are included in, for
example,
selling, general, and administrative, and the amounts included in
each line item for each period presented; and
* in your Management`s Discussion and Analysis section, that your
gross margins may not be comparable to others, since some entities
include the costs related to their distribution network in cost of
goods sold and others, like you, exclude all or a portion of them
from gross margin, including them instead in a line item such as
selling, general, and administrative expenses.
Note 2(c), Inventory, page F-7
55. We note that you record a provision for inventory shrinkage.
Please include the activity in that reserve in Schedule II -
Valuation and Qualifying Accounts, unless substantially the same
information is presented in the financial statements. See Rules
5-04
and 12-09 of Regulation S-X.
Note 2(g), Stock-Based Compensation, page F-8
56. Please add basic and diluted earnings per share as reported
and
the per share effect of the application of FAS 123 to the
reconciliation. See paragraph 45(c)(1) of FAS 123.
Note 2(h), Revenue Recognition, page F-8
57. Please disclose how you account for sales returns and your
methodology for determining a reserve for sales returns, if any.
In
addition, if changes in estimated returns recognized are material,
please disclose. See paragraphs 6-8 of FAS 48. Please include
the
activity in the reserve in Schedule II - Valuation and Qualifying
Accounts, unless substantially the same information is presented
in
the financial statements. See Rules 5-04 and 12-09 of Regulation
S-
X.
Note 2(o), Business Reporting Segments, page F-10
58. We note that you report only one operating segment. In the
Business section on page 37, you display revenues by merchandise
assortment, including women`s, children`s, men`s, etc. Therefore,
it
appears that discrete financial information is available. In
addition, you mention throughout the registration statement that
one
of your growth strategies involves the expansion of adjacent
product
categories, such as home decor and intimate apparel. Please tell
us
how you considered paragraph 10 of FAS 131 in your determination
that
you have only one reportable operating segment and whether you
have
aggregated segments. We may have further comments upon review of
your response.
Note 8, Stockholders` Equity, page F-13
59. We note you have a stock option plan that permits up to
approximately 75,000 shares to be granted through the issuances of
options. We assume that the estimate of fair value of the
underlying
stock at the grant date is at the discretion of the board of
directors. Also, we note that you recorded compensation expense
for
the intrinsic value of options granted based on your fair value
estimate. Please provide the following information:
* the estimated offering range that was initially discussed with
the
lead underwriter or syndicate, including the date the offering
price
was first discussed either formally or informally. Specifically,
tell us whether this would have differed from the offering price
range that would normally have appeared on page 1 of the
prospectus
in your initial filing;
* for the most recent fiscal year to the latest practicable date,
a
listing of options or other equity instruments granted to
employees
that indicates the date of grant/issuance, the exercise/purchase
price, and the amount of deferred compensation recorded on each
grant/issuance;
* objective evidence of fair value of the underlying shares
supporting the options or share grants. This information would
include the prices at which contemporaneous sales of common or
convertible preferred securities took place, independent
appraisals
obtained prior to option grants, or any other information that
supports your determination of fair value;
* a time line of company specific events that supports the
relative
increase/decrease in fair value of your equity securities based on
company specific milestones or other economic events. Note that
this
time line should culminate in the offering range initially
discussed
and currently discussed; and
* any other pertinent information necessary for us to make an
independent evaluation of your judgments/estimates surrounding the
issue of stock compensation.
We may have further comment upon review of your response.
Note 10, Related Party Transactions, page F-16
60. Please expand your disclosure to indicate how management fees
are
determined and the nature of the consulting services provided by
the
affiliate. Also, please disclose the termination fee and any
other
pertinent terms of the agreement.
39 Weeks Ended October 30, 2004 and November 1, 2003
Condensed Statements of Cash Flows, page F-31
61. We note the maturities of your revolving lines of credit are
12
months and more. Please advise or revise to show cash borrowings
and
repayments gross. See paragraph 13 of SFAS 95.
Part II
Signatures, page II-5
62. In addition to those who have signed your document already,
please have your controller or principal accounting officer sign
your
document, or identify the person who is fulfilling that function.
See Instructions to the Signatures section of Form S-1.
* * * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact David Irving, Staff Accountant, at (202)
942-
1920 or Donna DiSilvio, Senior Accountant, at (202) 942-1852, if
you
have questions regarding comments on the
financial statements and related matters. Please contact John
Fieldsend, Staff Attorney, at (202) 824-5505, Ellie Quarles,
Special
Counsel, at (202) 942-1859, or me at (202) 942-1900 with any other
questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Brian Brennan, Esq.
Paul, Hastings, Janofsky & Walker LLP
Via Fax: (212) 230-7736
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Citi Trends, Inc.
March 28, 2005
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