Citi Trends, Inc. (CTRN) Earnings Call Transcript & Summary

June 2, 2021

US shareholder_meeting 24 min

Earnings Call Speaker Segments

Operator

operator
#1

Good day, and welcome to the Citi Trends 2021 Annual Meeting of Stockholders. I will now turn the meeting over to Executive Chairman of the Board of Directors, Mr. Peter Sachse.

Peter Sachse

executive
#2

I am Peter Sachse, Executive Chairman of the Board. I will be presiding [Audio Gap] virtual 2021 Annual Meeting of Stockholders. Our general [indiscernible] will determine whether a quorum is present and [Audio Gap] [indiscernible] as a stockholder. Only record holders as of the record date of the meeting [indiscernible] who have a valid legal proxy from a record holder [indiscernible] vote at today's meeting. At this time, I would like to introduce David Makuen, our Chief Executive Officer and a member of the Board. I'd also like to introduce the other Directors in attendance today: Brian Carney, Jonathan Duskin, Laurens Goff, Margaret Jenkins; and Ken Seipel. I would also like to introduce the other executive officers that are in attendance at today's meeting. Pam Edwards, our Executive Vice President and Chief Financial Officer; Ivy Council, our Executive Vice President of Human Resources and Chief Compliance Officer; Lisa Powell, Executive Vice President and Chief Merchandising Officer; Jim Dunn, our Senior Vice President of Stores; Christina Short, our Senior Vice President and General Manager; Charlie Hynes, Senior Vice President of Supply Chain; and Jessica Berkowitz, Senior Vice President [Audio Gap] KPMG LLP, our registered [Audio Gap] She will be available to answer any appropriate questions you may have about, [Audio Gap] Jason Moschner, our Vice President, Finance and our Corporate Secretary. [Audio Gap] will read the results of the supplied by the Inspector of Elections [Audio Gap] General question-and-answer session. Stockholders may submit their questions by following [Audio Gap] on the meeting website. The meeting is now properly called to order. Only those stockholders of record on April 5, 2021 will be recognized. [Audio Gap] number of shares held as of the record of the stockholders of record entitled [Audio Gap] Includes financial statement certified by KPMG. A copy of this annual report was sent and made available to each stockholder entitled to vote, and an electronic copy of the annual report is available on the website used to access this meeting.

Operator

operator
#3

We will now pause the meeting for one moment. [Technical Difficulty]

Peter Sachse

executive
#4

My apologies, everybody. The wonders of technology, right? This brings us to the first agenda on the item on the agenda, which is the determination of a quorum. The amended and restated bylaws of Citi Trends provide that a quorum shall constitute the presence, virtually or by proxy, of the holders of at least 1/3 of the shares of common stock issued and outstanding and entitled to vote at the meeting. The company's secretary, Jason Moschner, has been in charge of the proxies and determining the stockholders present. Mr. Moschner, can you report on whether a quorum is present?

Jason Moschner

executive
#5

Mr. Chairman, I have been advised by the Inspector of Election that the holders of at least 1/3 of the outstanding shares of common stock entitled to vote are present virtually or by proxy at the meeting. Therefore, a quorum is present.

Peter Sachse

executive
#6

Thank you, Jason. Since a quorum is present, this meeting will proceed. It is now 9:10 a.m., and the polls are now open. If you intend to vote online during today's virtual meeting, please do so via the website used to access this meeting. Please note, if you previously voted by proxy, whether by mail, telephone or Internet, you should not vote online, unless you wish to change your vote. Your submission of an online ballot will revoke all prior proxies. If any stockholder desires to vote online, please follow the voting instructions available on the meeting website during the meeting. After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Election will provide his preliminary report. There are 4 items of official business to be voted upon by the stockholders at today's meeting, as described in the notice of meeting and proxy statement. The first item of business on our agenda is the election of Directors. As described in our proxy statement, the Board has nominated 7 individuals to serve as Directors for a new one-year term that will expire at the 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The nominees are: Brian Carney, Jonathan Duskin, David Makuen, Peter Sachse, Ken Seipel, Laurens Goff and Margaret Jenkins. Information about these nominees can be found in the proxy statement. The Board has recommended a vote for each of these Director nominees. The Secretary has informed me that no other nominees have been submitted prior to this meeting in accordance with the terms of our bylaws that have not been withdrawn. Therefore, I declare the nominations closed. The second item of business is the approval by nonbinding advisory vote of the company's compensation of its named executive officers, as disclosed in the proxy statement. The Board has recommended to vote for the approval by nonbinding advisory vote of the company's executive compensation. The third item of business is the approval of the 2021 incentive plan, which will enable the company to continue making equity compensation grants that will serve as incentives for recruitment and retention of key employees and qualified Directors, and to continue aligning the interest of its employees and Directors with the stockholders. The Board has recommended a vote for the approval of the 2021 incentive plan. The fourth and final item of business on our agenda is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending January 29, 2022. The Board has recommended to vote for the ratification of the appointment of KPMG LLP. Are there any questions at this time pertaining to any of these matters? Seeing none, we'll move forward with the vote. All agenda items are deemed duly placed before the meeting. If there is any stockholder present who wishes to vote online or to change or revoke the proxy previously submitted, please follow the voting instructions available on the meeting website and do vote at this time. [Voting]

Peter Sachse

executive
#7

Okay. Since everyone does have the opportunity to vote, it is now 9:15 a.m., and I declare the poll for this meeting closed. With the formal portion of this meeting having been completed and the polls now closed, I will ask the Inspector of Election for the voting results. Michael?

Unknown Attendee

attendee
#8

Thank you, Peter. Mr. Chairman, on the motion for the election, there's a majority of the shares represented at this meeting and entitled to vote have been cast in favor of the election of Brian Carney; Jonathan Duskin, David Makuen; Peter Sachse, Ken Seipel, Laurens Goff and Margaret Jenkins to serve new one-year terms to expire at the 2022 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. Also a majority of the shares represented at this meeting and entitled to vote had been cast on an advisory basis for the approval of the compensation of the company's named executive officers as disclosed in the proxy statement; for the approval of the 2021 incentive plan; and for the ratification of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending January 29, 2022. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting.

Peter Sachse

executive
#9

Thank you, Michael. The Chair declares that the Board's slate of Directors has been elected, the nonbinding advisory resolution to approve the company's compensation of its named executive has passed, the 2021 incentive plan has been approved and that the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending January 29, 2022, has been ratified. I hereby direct the voting results to be incorporated into the minutes of this meeting. With the formal portion concluded, I declare that this meeting is adjourned. We would like to now proceed with an update from David Makuen, our CEO, followed by a general question-and-answer session. David, it's all yours.

David Makuen

executive
#10

Thank you, Peter. Hello, and welcome, everyone. I'm David Makuen, CEO of Citi Trends. While 2020 was an interesting year to join a company as the country was in the midst of a worldwide pandemic, I could not be more proud of leading Citi Trends and having the pleasure of driving growth in the years ahead. As Citi Trends prioritize the health and safety of our customers and associates and successfully reopened all of our stores by mid-July of 2020, we effectively channel our people and their passion to deliver superior performance. Our senior leadership team, our store and distribution center associates and team members in Savannah and New York City were able to service our loyal and new customer base, resulting in a record year of profitability. The transformation of Citi Trends is well underway, and we are on our way to becoming a $1 billion brand. We continue to uncover new ways to elevate and amplify our unique specialty store experience across 33 states. Throughout fiscal 2020, we made progress in a number of key strategic initiatives and ended the year with comparable sales being flat to 2019, despite store closures emanating from the pandemic for a large part of the first quarter and a portion of the second quarter. Additionally, our gross profit for the year was a record 39.8%, representing an increase of 180 basis points over the prior year. With no debt, our balance sheet remains strong throughout the fiscal year and supported our growth. Lastly, from the end of 2019 to today, our shareholders have seen an approximate 260% return by our share price. As we navigate the current times and could foresee a return to a version of normal, our vision remains the same. Citi Trends aspires to be a leader in our unique space, one of few multi-category specialty value growth retailers focused primarily on underserved African-American and Latinx families. We provide a differentiated assortment of basics, fashion, trends and sought-after brands at amazing values. We are excited to continue our efforts in making Citi Trends the one-stop shop for our customers and associates located in the heart of their communities. Let me now remind you of our 4 strategic initiatives that will drive accelerated sales and earnings growth in the months and years ahead. They are: one, growing our fleet and expanding our customer base, where we are on track to open at least 3 new stores and approximately 20 remodels during fiscal 2021, and we have a long-term potential of opening an additional 400-plus stores to reach approximately 1,000 stores for the chain. Number two, optimizing our product mix. We're in the early innings, but our teams are embracing the concept of operating within the construct of 6 CITIs or categories, and each lead buyer is assuming the role of mayor of their respective Citi, with responsibility for bringing that Citi to life. And within each Citi, there are multiple product ZIP codes that keep our CITIs vibrant each and every day, offering freshness and newness to our customers. Number three area of strategic emphasis is reinvesting in our infrastructure. It's all about taking a strategic approach to reinvesting free cash flow from our strong and consistent operational results to make systems and infrastructure improvements across our buy, move and sell pillars of our operation. And lastly, number four, making a difference within the communities we serve. Our Board of Directors recently formed a Corporate Social Responsibility Committee. The Committee is overseeing our initiatives around ESG and social responsibility. Anchored by Citicares Council, our future efforts will not only make Citi Trends a better company, but will also help serve our melting pot of diverse employees and loyal customers. As we look to the future, we believe that a diverse and inclusive team is critical to our success. We strive to foster an intentionally inclusive, diverse and productive working environment, where our employees are valued and respected. We continue to focus on attracting, developing and retaining team members that reflect the diverse communities we serve. I am proud to say that nearly 80% of our employees are African-American or Latinx, and 83% of our employees are female, and more than 90% of our store management positions are filled by women. Additionally, we recently announced a search for a diverse female Board Member to add to our talented Board of Directors. We look forward to developing additional steps in evolving our diversity, equity and inclusion efforts to make a meaningful contribution to the lives of our associates and customers. With that, I will conclude my remarks, and we'll move right to your questions. Peter?

Peter Sachse

executive
#11

Thank you, David. We'll now proceed to the general question-and-answer session. Please follow the instructions provided on the meeting website to submit any and all questions.

Unknown Attendee

attendee
#12

Mr. Chairman, there are no questions.

Peter Sachse

executive
#13

Thank you, Michael, and thank you all for all of your support and for attending our 2021 Annual Meeting.

Operator

operator
#14

Thank you for attending the Citi Trends 2021 Annual Meeting of Stockholders. You may now disconnect.

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