The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our audited consolidated financial
statements and the related notes included elsewhere in this Annual Report on
Form 10-K. This discussion may contain forward-looking statements that involve
risks and uncertainties. As a result of many factors, such as those set forth
under the section entitled "Risk Factors" and elsewhere in this Report, our
actual results may differ materially from those anticipated in these
forward-looking statements.

Discussions of our results of operations for the year ended January 29, 2022
compared to the year ended January 30, 2021 that have been omitted under this
item can be found in "Part II, Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Annual Report on Form 10-K
for the year ended January 29, 2022, which was filed with the United States
Securities and Exchange Commission on April 14, 2022.

Executive Overview


We are a leading specialty value retailer of apparel, accessories and home
trends for way less spend primarily for African American and multicultural
families in the United States. Our high-quality and trend-right merchandise
offerings at everyday low prices are designed to appeal to the fashion and trend
preferences of value-conscious customers. As of January 28, 2023, we operated
611 stores in urban, suburban and rural markets in 33 states.

Fiscal 2022 Business Highlights

? Elevated our in-store experience with the expansion of queue line and the

introduction of Missy and Tween girl lines

? Continued to expand our assortment reach with enhancements to our multicultural

merchandise offering

? Delivered $10.0 million of cost savings in the second half of the year to

streamline the organization and align expenses with revised sales expectations

? Opened 12 new stores, remodeled 35 stores and closed 10 stores; ended the year

with 13% of the fleet upgraded to our CTx store format

? Completed sale-leaseback transactions on our two distribution centers

? Completed capacity upgrades in our distribution centers and made significant

progress on our ERP upgrade

Fiscal 2022 Financial Highlights

? Total sales of $795.0 million

? Operating margin of 9.5%

? Earnings of $7.17 per diluted share

? Cash of $103.5 million at the end of the year, with no debt

? Repurchased $10.0 million of shares

Our Strategy



We believe that Citi Trends is in a unique position to serve our loyal customer
base, with a long runway for store growth and a motivated leadership team
supported by a healthy balance sheet. As described in more detail in "Item 1 -
Business," we have identified four strategic areas of focus that we believe will
accelerate our sales and earnings growth over the next few years:

Driving Comparable Store Productivity. We believe that we can drive sales
productivity improvements by sharpening our focus on trend development and
actively refining our assortment strategies, broadening the appeal of the brand
and continuing to roll out the CTx store format. We continue to believe that we
have the potential to grow to approximately 1,000 stores over time through both
densification and new market entries.

Managing Inventory and Maximizing Margin. We believe that our sourcing
methodology further differentiates our model through a combination of products
made exclusively for our core customers and highly recognized brands grounded in
everyday value. We are known for delivering newness and freshness, resulting in
a high-repeat shopping rate, and our ample monthly liquidity will enable us to
chase trends to excite our customer base. In addition, we leverage consumer

insights and analytics to

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add incremental assortments, and we employ pricing studies to expand margin while ensuring a balanced "good, better, best" assortment.


Investing in Our Infrastructure. We believe that we have an opportunity to make
strategic investments in our business that will improve our efficiencies and our
capabilities to "buy," "move" and "sell" our assortments to effectively engage
current and new customers.

Making a Difference. Our team is dedicated to our neighborhoods and committed to
positively impacting the African American and multicultural communities that we
serve.

We strongly believe that our business strategy centered around these four areas will accelerate our long-term sales and earnings growth.

Uncertainties and Challenges

COVID-19


The COVID-19 pandemic caused significant volatility and disruptions in our
business during fiscal 2020 and 2021. We remain focused on providing a safe
store environment for our customers and associates while delivering an engaging
shopping experience. Despite the recent improvement in trends, we cannot
reasonably predict the extent to which our future business will be impacted

by
the pandemic.

General Economic Conditions

We expect that our operations in the short-term will continue to be influenced
by general economic conditions, including the recent inflationary pressures,
which are particularly impactful to the communities we serve. Given the
macro-economic environment, we expect low-income families to remain under
pressure through the majority of fiscal 2023. In addition, we monitor the
impacts of unemployment levels, wage inflation, interest rates, inflation rates,
housing costs, energy costs, consumer confidence, consumer perception of
economic conditions and costs to source our merchandise.

Supply Chain Disruptions


While the supply chain disruptions that began in the second half of fiscal 2021
have largely mitigated as of the date of this report, these disruptions resulted
in decreased capacity and increased costs. These pressures persisted through the
majority of fiscal 2022. In response, we took various actions, including
ordering merchandise earlier, leveraging our packaway merchandise stock and
expanding the vendor direct-to-store shipping program that we initiated in
fiscal 2020.

Seasonality and Weather Conditions



The nature of our business is seasonal. Historically, sales in the first and
fourth quarters have been higher than sales achieved in the second and third
quarters of the fiscal year. In addition, sales of clothing are directly
impacted by the timing of the seasons to which the clothing relates. While we
have greatly expanded our product offerings to become a one-stop shop, traffic
to our stores is still influenced by weather conditions to some extent.

Cyber Disruption



In January 2023, we experienced a disruption of our back office and distribution
center IT systems, which was due to what is known as Hive ransomware. In
connection with this incident, third party consultants and forensic experts were
engaged to assist with the restoration and remediation of the Company's systems
and, with the assistance of law enforcement, to investigate the incident. The
Company can confirm that sensitive customer data is not retained on its systems.
The impact of this disruption was not material to our fourth quarter fiscal 2022
financial results and, while our investigation and remediation efforts remain
ongoing, it is not expected to be material to the Company's full year fiscal
2023 financial results.

In fiscal 2022, cyber disruption related costs incurred totaled $0.1 million,
primarily comprised of third-party consulting services and legal counsel. We do
have cyber insurance, and we are working diligently with our insurance carriers
on claims to recover costs incurred. We anticipate that our financial costs
related to the cyber disruption will ultimately be covered by insurance, subject
to a retention. We expect to incur ongoing costs related to the cyber
disruption, including costs to enhance data security, and plan to take further
steps to prevent unauthorized access to, or manipulation of, our systems and
data. We are unable to estimate the ultimate direct and indirect financial
impacts of this cyber disruption.

Basis of Presentation



Net sales consist of store sales and layaway fees, net of returns by customers.
Cost of sales consists of the cost of products we sell and associated freight
costs. Depreciation is not considered a component of cost of sales and is
included as a separate line

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item in the consolidated statements of operations. Selling, general and
administrative expenses are comprised of store costs, including payroll and
occupancy costs, corporate and distribution center costs and advertising costs.
We operate on a 52- or 53-week fiscal year, which ends on the Saturday closest
to January 31. Each of our fiscal quarters consists of four 13-week periods,
with an extra week added to the fourth quarter every five to six years. The
years ended January 28, 2023, January 29, 2022 and January 30, 2021 are referred
to herein as fiscal 2022, fiscal 2021 and fiscal 2020, respectively.

Results of Operations



The following discussion of our financial performance is based on the
consolidated financial statements set forth in the financial pages of this
Report. The nature of our business is seasonal. Results may fluctuate due to
changes in our business, consumer spending patterns, and the macroeconomic
environment, including those resulting from the COVID-19 pandemic. Furthermore,
the seasonal nature of our business may affect comparisons between periods.

Net Sales and Additional Operating Data

The following table provides selected consolidated statement of operations data expressed both in dollars and as a percentage of net sales:



                                                                       Fiscal Year
                                                 2022                     2021                     2020

                                                                 (dollars in thousands)
Statement of Operations Data
Net sales                                $   795,011     100.0 %  $   

991,595 100.0 % $ 783,294 100.0 %



Cost of sales (exclusive of
depreciation)                              (484,022)    (60.9) %    (584,063)    (58.9) %    (471,618)    (60.2) %
Selling, general and administrative
expenses                                   (279,177)    (35.1) %    (307,622)    (31.0) %    (260,198)    (33.2) %
Depreciation                                (20,595)     (2.6) %     (20,393)     (2.0) %     (19,259)     (2.4) %
Asset impairment                                   -       0.0 %            -       0.0 %        (286)     (0.0) %
Gain on sale-leasebacks                       64,088       8.1 %            -       0.0 %            -       0.0 %

Income from operations                        75,305       9.5 %       79,517       8.0 %       31,933       4.1 %
Interest income                                1,034       0.1 %           31       0.0 %          238       0.0 %
Interest expense                               (306)     (0.0) %        (306)     (0.0) %        (776)     (0.1) %
Income before income taxes                    76,033       9.6 %       79,242       8.0 %       31,395       4.0 %
Income tax expense                          (17,141)     (2.2) %     (17,002)     (1.7) %      (7,417)     (1.0) %

Net income                               $    58,892       7.4 %  $    62,240       6.3 %  $    23,978       3.1 %

The following table provides information about store activity and the change in comparable store sales for each fiscal year:



                                                      Fiscal Year
                                                  2022    2021   2020

Total stores open, beginning of year                609    585     571
New stores                                           12     27      18
Closed stores                                      (10)    (3)     (4)
Total stores open, end of year                      611    609     585

Comparable store sales (decrease) increase (1) (22.1) % 25.1 % (2.1) %

Stores included in the comparable store sales calculation for any year are

those stores that were opened prior to the beginning of the preceding fiscal (1) year and were still open at the end of such year. Relocated stores and

expanded stores are included in the comparable store sales results, while

stores that are closed permanently or for an extended period are excluded


    from the comparable store sales results.




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Key Operating Statistics

We measure performance using key operating statistics. One of the main
performance measures we use is comparable store sales growth. We define a
comparable store as a store that has been open for an entire fiscal year.
Therefore, a store will not be considered a comparable store until its 13th
month of operation at the earliest or until its 24th month at the latest. As an
example, stores opened in fiscal 2021 and fiscal 2022 were not considered
comparable stores in fiscal 2022. Relocated and expanded stores are included in
the comparable store sales results. Stores that are closed permanently or for an
extended period are excluded from the comparable store sales results. We also
use other operating statistics, most notably average sales per store, to measure
our performance. As we typically occupy existing space in established outdoor
community shopping centers rather than sites built specifically for our stores,
store square footage (and therefore sales per square foot) varies by store. We
focus on overall store sales volume as the critical driver of profitability.

Fiscal 2022 Compared to Fiscal 2021

Net Sales. Net sales decreased $196.6 million, or 19.8%, to $795.0 million in
fiscal 2022 from $991.6 million in fiscal 2021. The decrease in sales was due to
a 22.1% decrease in comparable store sales, partially offset by a $16.9 million
increase from net store opening and closing activity. The decrease in comparable
store sales was due to unprecedented demand last year driven by government
stimulus payments, combined with inflationary pressures in fiscal 2022 that were
particularly impactful to our core customers.

Cost of Sales (exclusive of depreciation). Cost of sales decreased $100.1
million, or 17.1%, to $484.0 million in fiscal 2022 from $584.1 million in
fiscal 2021. As a percentage of net sales, cost of sales deleveraged 200 basis
points to 60.9% in fiscal 2022 from 58.9% in fiscal 2021 due to a decrease of
145 basis points in the core merchandise margin (initial mark-up, net of
markdowns) primarily driven by unusually low markdowns last year during outsized
stimulus-driven demand, along with an increase of 35 basis points in shrinkage
and an increase of 20 basis points in freight costs in the current year.

Selling, General and Administrative ("SG&A") Expenses. SG&A expenses decreased
$28.4 million, or 9.2%, to $279.2 million in fiscal 2022 from $307.6 million in
fiscal 2021. The decrease was due to (1) a $21.4 million decrease in
incentive-based compensation as a result of unfavorable operating results in
relation to budget in fiscal 2022 (compared to overperformance last year) and an
adjustment to compensation costs for certain performance-based awards that are
no longer probable to vest, as well as higher costs last year related to the
recognition of incremental compensation costs for the conversion of nonvested
cash-settled units to nonvested shares; (2) a decrease of $6.3 million in
payroll expenses related to reduced headcount (3) $2.9 million of one-time items
consisting of an insurance gain, adjustments to accrued vacation expense and the
capitalization of payroll related to a technology upgrade; and (4) decreases in
fees for credit card processing, professional services and insurance. These
decreases were partially offset by a $4.8 million increase in rent related to
the sale-leasebacks of our distribution centers, higher utility costs and the
general impact to expenses from higher inflation. As a percentage of sales, SG&A
expenses deleveraged 410 basis points to 35.1% in fiscal 2022 from 31.0% in
fiscal 2021, primarily due to the deleveraging effect of lower sales.

Depreciation. Depreciation expense increased $0.2 million to $20.6 million in fiscal 2022 from $20.4 million in fiscal 2021.

Gain on Sale-leasebacks. In fiscal 2022, we completed sale-leaseback transactions for our distribution centers in Darlington, South Carolina and Roland, Oklahoma that resulted in a combined gain of $64.1 million.

Income Tax Expense. Income tax expense increased $0.1 million to $17.1 million in fiscal 2022 from $17.0 million in fiscal 2021, due to a slightly higher effective tax rate after the prior year had a favorable tax impact from restricted stock vestings.

Net Income. Net income decreased $3.3 million to $58.9 million in fiscal 2022 compared to $62.2 million in fiscal 2021, due to the factors discussed above.

Liquidity and Capital Resources

Capital Allocation



Our capital allocation strategy is to maintain adequate liquidity to prioritize
investments in opportunities to profitably grow our business and maintain
current operations, then to return excess cash to shareholders through our
repurchase programs. Our year-end cash and cash equivalents balance was $103.5
million compared to $49.8 million at the end of last year. Until required for
other purposes, we maintain cash and cash equivalents in deposit or money market
accounts.

Our principal sources of liquidity consist of (i) cash and cash equivalents on
hand; (ii) short-term trade credit arising from customary payment terms and
trade practices with our vendors; (iii) cash generated from operations on an
ongoing basis; and (iv) a revolving credit facility with a $75 million credit
commitment.

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In addition, in April 2022, we completed a sale-leaseback transaction of our
distribution center in Darlington, South Carolina, for pretax proceeds of $45.5
million. In September 2022, we completed a sale-leaseback transaction of our
distribution center in Roland, Oklahoma, for pretax proceeds of $35.6 million.

Inventory



Our year-end inventory balance was $105.8 million, compared with $123.8 million
at the end of fiscal 2021. The decrease was the result of disciplined inventory
management and the deployment of packaway inventory that was opportunistically
acquired at the end of fiscal 2021.

Capital Expenditures


Capital expenditures in fiscal 2022 were $22.3 million, a decrease of $7.4
million over the prior year, primarily due to opening fewer stores in fiscal
2022. We anticipate capital expenditures in fiscal 2023 of $20 million to $25
million, primarily for opening approximately 8 new stores and remodeling
approximately 28 stores, combined with continued investments in our systems

and
distribution centers.

Share Repurchases

During fiscal 2022 and 2021, we returned $10.0 million and $115.3 million, respectively, to shareholders through share repurchases. See Part II, Item 5 of this Report and Note 6 to the Financial Statements for more information.

Revolving Credit Facility

We have a revolving credit facility that matures in April 2026 and provides a $75 million credit commitment and a $25 million uncommitted "accordion" feature. Additional details of the credit facility are in Note 4 to the Financial Statements. At the end of fiscal 2022, we had no borrowings under the credit facility and $0.6 million in letters of credit outstanding.

Cash Flows


Cash Flows From Operating Activities. Cash provided by operating activities was
$5.8 million in fiscal 2022 compared with $74.3 million in fiscal 2021. For
fiscal 2022, significant sources of cash included (1) $72.0 million from net
income adjusted for non-cash expenses, insurance proceeds and gain on
sale-leasebacks; (2) a $16.8 million decrease in inventory; and (3) a $3.4
million decrease in income tax receivable. Significant uses of cash included (1)
a $54.8 million decrease in accrued expenses and other-long-term liabilities due
primarily to payments of operating lease liabilities; (2) an $18.3 million
decrease in accounts payable due primarily to the decrease in inventory; and (3)
a $15.1 million decrease in accrued compensation due to payment in the first
quarter of incentive compensation accrued in the preceding fiscal year.

For fiscal 2021, significant sources of cash included (1) $142.1 million from
net income adjusted for non-cash expenses and insurance proceeds; and (2) a
$12.8 million increase in accounts payable. Significant uses of cash included
(1) a $53.2 million decrease in accrued expenses and other long-term liabilities
due primarily to payments of operating lease liabilities; (2) a $20.4 million
increase in inventory due primarily to depleted inventory levels at the end of
the prior year; and (3) an $8.6 million change in income tax receivable/payable.

Cash Flows From Investing Activities. Cash provided by investing activities was
$60.2 million in fiscal 2022 compared to cash used of $29.5 million in fiscal
2021. Cash provided in fiscal 2022 consisted of $81.1 million net proceeds from
the sale of buildings in the sale-leaseback transactions, partially offset by
$22.3 million for purchases of property and equipment. Cash used in fiscal 2021
was primarily for capital expenditures in new and remodeled stores, along with
investments in system upgrades and distribution center enhancements.

Cash Flows From Financing Activities. Cash used in financing activities was $12.2 million in fiscal 2022 compared with $118.2 million in fiscal 2021. Cash used in each year was primarily for repurchases of our common stock.

Cash Requirements and Commitments



Our principal cash requirements consist of (1) inventory purchases; (2) capital
expenditures to invest in our infrastructure; and (3) operational needs,
including salaries, occupancy costs, taxes and other operating costs. We also
use cash to repurchase stock under our stock repurchase programs. Historically,
we have met these cash requirements using cash flow from operations and
short-term trade credit. As of January 28, 2023, our contractual commitments for
operating leases totaled $347.1 million (with $63.9 million due within 12
months) and our purchase obligations for open merchandise orders totaled $123.1
million due within 12 months. See Note 8 to the Financial Statements for more
information regarding lease commitments.

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Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP,
which requires us to make estimates and apply judgments that affect the reported
amounts. Actual results could differ from those estimates. We believe the
following critical accounting policies describe the more significant judgments
and estimates used in the preparation of our consolidated financial statements.

Inventory


Inventory is stated at the lower of cost (first-in, first-out basis) or net
realizable value as determined by the retail inventory method for store
inventory and the average cost method for distribution center inventory. Under
the retail inventory method, the cost of inventory is determined by calculating
a cost-to-retail ratio and applying it to the retail value of inventory.
Inherent in the retail inventory calculation are certain management judgments
and estimates, including, among others, merchandise markups, markdowns and
shrinkage, which impact the ending inventory valuation at cost as well as
resulting cost of sales. Merchandise markdowns are reflected in the inventory
valuation when the price of an item is lowered in the stores. As a result, we
believe the retail inventory method results in a more conservative inventory
valuation than other accounting methods. We estimate and record an allowance for
shrinkage for the period between the last physical count and the balance sheet
date. The estimate of shrinkage can be affected by changes in actual shrinkage
trends. Inventory shrinkage as a percentage of sales in fiscal 2022, fiscal 2021
and fiscal 2020 was 0.7%, 0.4% and 0.8%, respectively. The allowance for
inventory shrinkage was $5.8 million as of January 28, 2023 and $4.4 million as
of January 29, 2022. As a measure of sensitivity, a ten percent change in our
estimated shrinkage rates as of January 28, 2023, would not have materially
impacted our cost of goods sold in fiscal 2022. Many retailers have arrangements
with vendors that provide for rebates and allowances under certain conditions,
which ultimately affect the value of the inventory. We do not generally enter
into such arrangements with our vendors. There were no material changes in the
estimates or assumptions related to the valuation of inventory during fiscal
2022.

Operating Leases

We lease all of our retail store locations and certain office space and
equipment. All leases are classified as operating leases. We record right-of-use
assets and lease liabilities based on the present value of future minimum lease
payments over the lease term. In determining the present value of lease
payments, we use an incremental borrowing rate that approximates the rate of
interest the Company would have to pay to borrow on a collateralized basis over
a similar term. Our lessors do not provide an implicit rate, nor is one readily
available, therefore we determine an incremental borrowing rate based on a
buildup approach which utilizes rates and terms from the Company's existing
borrowing facility with adjustments to bridge for impacts to the rate due to
differences in collateral, terms and payments. We record operating lease cost
over the estimated term of the lease, which includes options to extend lease
terms that are reasonably certain of being exercised, starting when possession
of the property is taken from the landlord. Lease expense for fixed lease
payments is recognized on a straight-line basis over the lease term. In
addition, certain leases provide for contingent rents that are not measurable at
inception. These contingent rents are primarily based on a percentage of net
sales that are in excess of a predetermined level. These amounts are excluded
from minimum rent and are included in the determination of total rent expense
when it is probable that the expense has been incurred and the amount can be
reasonably estimated. If an operating lease asset is impaired, the remaining
operating lease asset will be amortized on a straight-line basis over the
remaining lease term.

The above listing is not intended to be a comprehensive list of all our
accounting policies. In many cases the accounting treatment of a particular
transaction is specifically dictated by U.S. GAAP, with no need for management's
judgment in their application. There are also areas in which management's
judgment in selecting any available alternative would not produce a materially
different result.

Recent Accounting Pronouncements

We do not expect that any recently issued accounting pronouncements will have a material effect on our financial statements.

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