SEC Comment Letter for Citi Trends Inc (CTRN) (CIK 0001318484) (CTRN) — May 5, 2005
Citi Trends Inc (CTRN) (CIK 0001318484)
Date: May 5, 2005 · CIK: 0001318484 · Accession: 0000000000-05-022180
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-123028
Letter
May 5, 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. Amendment No. 2 to Registration Statement on Form S-1 Filed April 29, 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.
General 1. Please provide a signed audit report and consent in a pre- effective amendment.
Liquidity Sources, Requirements and Contractual Cash Requirements..., page 28 2. We note your response to previous comment 18. Please support your assertion in the Management`s Discussion and Analysis section that "the liquidity discount of a private company relative to a public company average is 30%." Further, please disclose the facts and circumstances occurring during the span of time between the later grant dates and the estimated time of the initial public offering that impacted the change in fair value.
Item 15, Recent Sales of Unregistered Securities, page II-2 3. Please advise us of the difference between the 124,774 options granted in fiscal 2004 with the options shown as being issued under Item 15. We note the shares and options reflected in Item 15 have not been changed to give effect to the stock split.
* * * * * *
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.
You may contact David Irving, Staff Accountant, at (202) 551- 3321 or Donna DiSilvio, Senior Accountant, at (202) 551-3202, if you have questions regarding comments on the financial statements and related matters. Please contact John Fieldsend, Staff Attorney, at (202) 551-3343, Ellie Quarles, Special Counsel, at (202) 551-3238, or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
Show Raw Text
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Mail Stop 0308
May 5, 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.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 29, 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.
General
1. Please provide a signed audit report and consent in a pre-
effective amendment.
Liquidity Sources, Requirements and Contractual Cash
Requirements...,
page 28
2. We note your response to previous comment 18. Please support
your
assertion in the Management`s Discussion and Analysis section that
"the liquidity discount of a private company relative to a public
company average is 30%." Further, please disclose the facts and
circumstances occurring during the span of time between the later
grant dates and the estimated time of the initial public offering
that impacted the change in fair value.
Item 15, Recent Sales of Unregistered Securities, page II-2
3. Please advise us of the difference between the 124,774 options
granted in fiscal 2004 with the options shown as being issued
under
Item 15. We note the shares and options reflected in Item 15 have
not been changed to give effect to the stock split.
* * * * * *
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.
You may contact David Irving, Staff Accountant, at (202)
551-
3321 or Donna DiSilvio, Senior Accountant, at (202) 551-3202, if
you
have questions regarding comments on the financial statements and
related matters. Please contact John Fieldsend, Staff Attorney,
at
(202) 551-3343, Ellie Quarles, Special Counsel, at (202) 551-3238,
or
me at (202) 551-3720 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.
May 5, 2005
Page 1
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