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Stockholders' Equity

12 Months Ended

Jan. 29, 2022

6. Stockholders’ Equity

Repurchases of common stock

The Company periodically repurchases shares of its common stock under board-authorized repurchase programs. Such repurchases may be made in the open market, through block trades or through other negotiated transactions. Share repurchases are as follows (in thousands, except per share data):


	Fiscal Year
	2021		2020		2019
Total number of shares purchased		1,369		1,031		1,404
Average price paid per share (including commissions)	$	84.23	$	31.87	$	20.26
Total investment	$	115,285	$	32,861	$	28,445

At January 29, 2022, $30.0 million remained available under the Company’s stock repurchase authorization. In March 2022, the Company announced that its board of directors approved an additional $30.0 million stock repurchase program.

Stock-Based Compensation

The Company maintains the Citi Trends, Inc. Incentive Plan (the “Plan”) which permits the grant of stock-based incentive awards to employees, officers, directors and consultants. The Plan provides for the grant of incentive and nonqualified options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other forms of stock-based and cash-based compensation. At January 29, 2022, the Company had 678,356 shares reserved for future grants under the Plan. During fiscal 2021, 2020 and 2019, non-cash stock-based compensation expense recorded in selling and general and administrative expenses totaled $4.8 million, $2.9 million and $2.1 million, respectively. The income tax (benefit) expense resulting from the fair market value of restricted stock at vesting versus the cumulative compensation cost of such stock is recorded as a component of income tax expense and was ($1.2) million, $0.1 million and $0.1 million, respectively.

The Company issues shares of restricted stock to key team members and non-employee directors. Restricted stock granted to employees vests in equal installments over three years from the date of grant. Restricted stock granted to non-employee directors vests one year from the date of grant.

The Company also issues performance-based restricted stock units (“PSUs”) to key team members that cliff vest at the end of a three-year period based upon the Company’s achievement of pre-established goals. The number of units earned and vested is subject to scaling based on a pre-established performance matrix.

Prior to fiscal 2021, the Company issued cash-settled restricted stock units (“CSUs”) to certain team members. In the fourth quarter of fiscal 2021, all outstanding CSUs were converted to time-based restricted stock, with vesting criteria based on the original vesting criteria for the CSUs. This conversion resulted in the reclassification of a $3.4 million liability from accrued compensation to equity.

The following table summarizes activity related to nonvested restricted stock and PSUs during fiscal 2021:


	Time-Based Restricted Stock			Performance-Based Restricted Stock Units
		Weighted Average			Weighted Average
	Nonvested	Grant Date		Nonvested	Grant Date
	Shares	Fair Value		Units	Fair Value
Outstanding as of January 30, 2021	175,077	$	21.02	130,969	$	16.98
Granted	50,707		89.35	21,380		84.46
Conversion of cash-settled units	96,310		82.19	—		—
Vested	(86,437)		21.72	(26,887)		20.25
Forfeited	(9,166)		24.90	(10,657)		23.72
Outstanding as of January 29, 2022	226,491	$	61.91	114,805	$	28.15

At January 29, 2022, there was $8.4 million of unrecognized compensation expense related to restricted stock. Based on current probable performance, there was $3.9 million of unrecognized compensation expense related to PSUs.