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 1, 2005
Citi Trends, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-123028 52-2150697
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
102 Fahm Street, Savannah, Georgia 31401
(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))
Item 2.02. Results of Operations and Financial Condition.
On June 1, 2005, Citi Trends, Inc., a Delaware corporation (the "Company"),
issued a press release reporting its financial results for the first quarter
ended April 30, 2005 (the "Earnings Announcement"). A copy of the Earnings
Announcement is attached to this Current Report on Form 8-K ("Current Report")
as Exhibit 99.1 and the contents of which are incorporated herein solely for
purposes of this Item 2.02 disclosure.
The information in this Current Report, including the exhibits attached hereto,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of such section. The information in this
Current Report, including the exhibits, shall not be incorporated by reference
into any filings under the Securities Act of 1933, as amended or the Exchange
Act, regardless of any incorporation by reference language in any such filing.
Item 7.01. Regulation FD Disclosure.
A copy of the Earnings Announcement is being furnished by being attached hereto
as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated June 1, 2005
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 1, 2005
By: /s/ Thomas W. Stoltz
------------------------------
Name: Thomas W. Stoltz
Title: Chief Financial Officer
Exhibit Index
Exhibit No. Description
99.1 Press Release dated June 1, 2005.
Exhibit 99.1
CITI TRENDS, INC. ANNOUNCES FISCAL 2005 FIRST QUARTER RESULTS
First Quarter Net Sales Increased 32.3% to $63.6 Million
First Quarter Comparable Store Sales Increased 6.9%
First Quarter Diluted Earnings Per Share Increased to $0.30
Savannah, GA - June 1, 2005 - Citi Trends, Inc. (NASDAQ: CTRN) today
reported results for the first quarter ended April 30, 2005.
Total net sales for the first quarter (13 weeks) increased by 32.3% to
$63.6 million from $48.1 million reported in the prior year. The Company posted
net income for the quarter of $3.3 million, an increase of 45.8%, or $0.30 per
diluted share, compared to net income of $2.2 million or $0.21 per diluted share
in the first quarter of the previous year. Comparable store sales increased 6.9%
for the first quarter of fiscal 2005 compared to 3.5% in the first quarter of
fiscal 2004. Relocated stores and expanded stores are included in the comparable
store sales results.
For fiscal 2005, the Company plans to open 40 new stores. In the first
quarter, Citi Trends opened 14 new stores and is on plan for store openings for
the remainder of the year.
On May 18, 2005, the Company completed an initial public offering of
3,850,000 shares of common stock at a price to the public of $14.00 per share,
of which 2,700,000 shares were sold by the Company and 1,150,000 shares were
sold by certain selling shareholders. In addition, the Company received notice
on May 27, 2005, that the underwriters had exercised the over-allotment option,
pursuant to which the Company issued and sold an additional 577,500 shares on
June 1, 2005. Upon completing the offering and the over-allotment option, the
Company and the selling shareholders received net proceeds of approximately
$41.7 million and $14.9 million, respectively. The Company used the net proceeds
from its initial public offering to redeem the Company's series A preferred
stock and repay outstanding indebtedness, and intends to use the remaining net
proceeds from its initial public offering, together with cash flow from
operations, to fund new store openings, acquire, design and construct or lease a
new distribution center, and for other general corporate purposes.
Citi Trends, Inc. is a value-priced retailer of urban fashion apparel
and accessories for the entire family. The Company currently operates 214 stores
located in 12 states in the South, Southeast and Mid-Atlantic region, and our
website address is www.cititrends.com.
Forward-Looking Statements
- --------------------------
All statements other than historical facts contained in this news release,
including statements regarding our future financial position, business policy
and plans and objectives of management for future operations, are
forward-looking statements that are subject to material risks and uncertainties.
The words "believe," "may," "could," "estimate," "continue," "anticipate,"
"intend," "expect" and similar expressions, as they relate to Citi Trends, are
intended to identify forward-looking statements. Investors are cautioned that
any such forward-looking statements are not guarantees of future performance or
results and are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified, and that actual results or developments may
differ materially from those in the forward-looking statements as a result of
various factors which are discussed in Citi Trends, Inc. filings with the
Securities and Exchange Commission. These risks and uncertainties include, but
are not limited to, uncertainties relating to economic conditions, growth and
expansion risks, consumer spending patterns, competition within the industry,
competition in our markets and the ability to anticipate and respond to fashion
trends. 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, Citi Trends 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.
Company Contact:
Tom Stoltz
Chief Financial Officer
Citi Trends, Inc
(912) 443-2075
tstoltz@cititrends.com
www.cititrends.com
Ed Anderson
Chief Executive Officer
Citi Trends, Inc
(912) 443-3705
eanderson@cititrends.com
www.cititrends.com
CITI TRENDS INC.
CONDENSED STATEMENT OF INCOME
(unaudited)
(in $000's, except share and per share data)
Fiscal Quarter Ended
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April 30, 2005 May 1, 2004
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(unaudited) (unaudited)
Net sales 63,616 48,069
Gross profit 25,134 19,035
Selling, general and administrative expenses 19,758 15,221
Income from operations 5,376 3,814
Net income 3,265 2,239
Net income per share, basic 0.35 0.24
Net income per share, diluted 0.30 0.21
Weighted average shares used to compute net income per share, basic 9,295,000 9,305,400
Weighted average shares used to compute net income per share, diluted 10,986,959 10,907,508
CITI TRENDS, INC.
CONDENSED BALANCE SHEETS
(in $000's)
April 30, January 29,
2005 2005
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(unaudited)
Assets
Cash and cash equivalents 10,892 11,625
Inventory 41,270 32,432
Other assets 6,972 3,678
Property and equipment, net 18,993 15,114
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Total assets 78,127 62,849
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Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities 39,267 33,750
Other liabilities 11,781 10,344
Total stockholders' equity 27,079 18,755
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Total liabilities and stockholders' equity 78,127 62,849
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