SEC Comment Letter for Citi Trends Inc (CTRN) (CIK 0001318484) (CTRN) — Apr 24, 2017
Citi Trends Inc (CTRN) (CIK 0001318484)
Date: April 24, 2017 · CIK: 0001318484 · Accession: 0000000000-17-014095
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-51315
Letter
April 24 , 2017 Mr. R. Edward Anderson Executive Chairman of the Board of Directors Citi Trends, Inc. 104 Coleman Boulevard Savannah, Georgia 31408
Re: Citi Trends, Inc. Definitive Additional Soliciting Materials on Schedule 14A Filed April 11 , 2017 File No. 000-51315
Dear Mr. Anderson :
We have reviewed your filing and hav e the following comment . Please respond to this letter by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment applies to your fac ts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to this comment , we may have additional comments.
1. Please p rovide suppo rt for the following statements and consider providing more detailed disclosure to shareholders regard ing the composition of the referenced, apparently varied peer groups :
“The Company has generated a total stockholder return of 50.3% over the past five years, a period during which many of our small -cap, specialty retail peers experienced significant decline s or financial restructurings.” “The Board’s Shift in Strategy has allowed the Co mpany to Outperform its Peers.” “Benchmarked against other small -cap retail apparel companies, Citi Trends’ total stockholder r eturns have consistently outperformed its peers on a 1 -, 3- and 5 -year basis.” “The Company’s gross margin, operating margin and adjusted EBITDA have all showed significant growth compared to its s mall-cap retail apparel peers.” “Over the last five yea rs, Citi Trends has delivered a total stockholder return of 50.3%, compared to 25.1% from the S&P 600 Retailing Index and a negative 34.3% from Citi Trends’ peers.”
Mr. R. Edward Anderson Citi Trends, Inc. April 24 , 2017 Page 2 “After successfully pivoting out of a downturn that claimed some of its specialty retail peers, Citi Trends has a proven, well -defined strategy to position the Company for higher growth and higher value.”
We remind you that the filing person (s) are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, com ments, action or absence of action by the staff.
You may contact me at (202) 551 -3503 if you have any questions .
Sincerely,
/s/ David L. Orlic
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April 24 , 2017 Mr. R. Edward Anderson Executive Chairman of the Board of Directors Citi Trends, Inc. 104 Coleman Boulevard Savannah, Georgia 31408 Re: Citi Trends, Inc. Definitive Additional Soliciting Materials on Schedule 14A Filed April 11 , 2017 File No. 000-51315 Dear Mr. Anderson : We have reviewed your filing and hav e the following comment . Please respond to this letter by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment applies to your fac ts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to this comment , we may have additional comments. 1. Please p rovide suppo rt for the following statements and consider providing more detailed disclosure to shareholders regard ing the composition of the referenced, apparently varied peer groups : “The Company has generated a total stockholder return of 50.3% over the past five years, a period during which many of our small -cap, specialty retail peers experienced significant decline s or financial restructurings.” “The Board’s Shift in Strategy has allowed the Co mpany to Outperform its Peers.” “Benchmarked against other small -cap retail apparel companies, Citi Trends’ total stockholder r eturns have consistently outperformed its peers on a 1 -, 3- and 5 -year basis.” “The Company’s gross margin, operating margin and adjusted EBITDA have all showed significant growth compared to its s mall-cap retail apparel peers.” “Over the last five yea rs, Citi Trends has delivered a total stockholder return of 50.3%, compared to 25.1% from the S&P 600 Retailing Index and a negative 34.3% from Citi Trends’ peers.” Mr. R. Edward Anderson Citi Trends, Inc. April 24 , 2017 Page 2 “After successfully pivoting out of a downturn that claimed some of its specialty retail peers, Citi Trends has a proven, well -defined strategy to position the Company for higher growth and higher value.” We remind you that the filing person (s) are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, com ments, action or absence of action by the staff. You may contact me at (202) 551 -3503 if you have any questions . Sincerely, /s/ David L. Orlic David L. Orlic Special Counsel Office of Mergers and Acquisitions cc: Dennis O. Garris, Esq. Alston & Bird LLP