Item 4.01.
|
Changes in Registrant’s Certifying Accountant.
|
(a) Dismissal
of Independent Registered Public Accounting Firm.
On June 3, 2021, Citi Trends, Inc.
(the “Company”) notified KPMG LLP that it was dismissed as the Company’s independent registered public accounting firm,
effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2021.
The decision to dismiss KPMG LLP as the Company’s independent registered public accounting firm was at the direction of and approved
by the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company.
During the Company’s
two most recent fiscal years ended January 30, 2021 and February 1, 2020 and the subsequent interim period through June 3, 2021, there
were (i) no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG LLP, would have caused KPMG LLP to make reference
to the subject matter of the disagreements in connection with its reports; and (ii) no reportable events.
KPMG LLP’s report on
the Company’s consolidated financial statements as of and for the fiscal years ended January 30, 2021 and February 1, 2020 did not
contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except as follows:
KPMG LLP's report on the consolidated
financial statements of Citi Trends, Inc. and subsidiary as of and for the years ended January 30, 2021 and February 1, 2020, contained
a separate paragraph stating that "As discussed in Note 2 to the consolidated financial statements, the Company has changed its method
of accounting for leases as of February 3, 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), as
amended.”
In accordance with Item 304(a)(3) of Regulation
S-K, the Company provided KPMG LLP with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that KPMG
LLP furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements
made by the Company herein and, if not, stating the respects in which it does not agree. A copy of KPMG LLP’s letter, dated June
9, 2021, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment
of New Independent Registered Public Accounting Firm.
On June 3, 2021, the Audit
Committee approved the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s new independent registered
public accounting firm for the fiscal year ending January 29, 2022, effective immediately following the filing of the Company’s
Form 10-Q for the fiscal quarter ended May 1, 2021, subject to completion of Deloitte’s standard client acceptance procedures and
execution of an engagement letter. During the Company’s two most recent fiscal years ended January 30, 2021 and February 1, 2020,
and the subsequent interim period through June 3, 2021, neither the Company nor anyone acting on its behalf consulted with Deloitte on
any of the matters or events set forth in Items 304(a)(2)(i) or (ii) of Regulation S-K.