8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2014

CHRISTOPHER & BANKS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-31390	06-1195422
(Commission File Number)	(IRS Employer
	Identification No.)

2400 Xenium Lane North

Plymouth, Minnesota 55441

(Address of Principal Executive Offices)  (Zip Code)

(763) 551-5000

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On March 13, 2014, Christopher & Banks Corporation (the “Company”) issued a press release disclosing material, non-public information regarding the Company's operating results for the thirteen-week and fifty-two week periods ended February 1, 2014.

The press release issued on March 13, 2014 is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K and should be read in conjunction with the registrant's reports on Forms 10-K, 10-Q and 8-K, and other publicly available information, which contain other important information about the registrant.

The information in this Current Report on Form 8-K, including Exhibit No. 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section.  The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01  Financial Statements and Exhibits.

(a)    Financial statements: None

(b)    Pro forma financial information: None

(c)    Shell company transactions: None

(d)    Exhibits:

99.1 Press release issued by the Company on March 13, 2014

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHRISTOPHER & BANKS CORPORATION
Date: March 13, 2014	By:	/s/ Peter G. Michielutti
		Senior Vice President,
		Chief Financial Officer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

CHRISTOPHER & BANKS CORPORATION

EXHIBIT INDEX TO FORM 8-K

Date of Report:	Commission File No.:
March 13, 2014	001-31390

CHRISTOPHER & BANKS CORPORATION

Exhibit Number	Description
99.1	Christopher & Banks Corporation Press Release dated March 13, 2014

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EX-99.1

Exhibit 99.1

2400 Xenium Lane North, Plymouth, MN 55441 ▪ (763) 551-5000 ▪ www.christopherandbanks.com

FOR:	Christopher & Banks Corporation
COMPANY CONTACT:	Peter G. Michielutti
	Senior Vice President
	Chief Financial Officer
	(763) 551-5000
INVESTOR RELATIONS CONTACT:	Investor Relations:
	Jean Fontana
	ICR, Inc.
	(646) 277-1214

CHRISTOPHER & BANKS CORPORATION REPORTS RESULTS FOR THE

THIRTEEN AND FIFTY-TWO WEEK PERIODS ENDED FEBRUARY 1, 2014

Minneapolis, MN, March 13, 2014 - Christopher & Banks Corporation (NYSE: CBK), a specialty women’s apparel retailer, today reported results for the thirteen week and fifty-two week periods ended February 1, 2014.

Results for the Thirteen Week Period Ended February 1, 2014

• Net sales totaled $104.9 million, as compared to $116.0 million in the fourteen weeks ended February 2, 2013. The fourteenth week in the fourth quarter of fiscal 2012 contributed approximately $5.1 million in net sales. During the quarter, the Company operated an average of 43, or 6.9%, fewer stores than during the comparable period last year.

• Same-store sales decreased 1.4% in the thirteen weeks ended February 1, 2014, as compared to the thirteen weeks ended February 2, 2013; this follows an 18.5% same-store sales increase in last year’s fourth quarter.

• Operating loss totaled $0.5 million for the thirteen week period ended February 1, 2014. Operating loss was $4.0 million for the fourteen weeks ended February 2, 2013.

• Net loss for the thirteen week period ended February 1, 2014 totaled $0.3 million, or a loss of $0.01 per share. Net loss for the fourteen weeks ended February 2, 2013 totaled $4.1 million, or a loss of $0.11 per share.

LuAnn Via, President and Chief Executive Officer, commented, “Despite the negative sales impact from temporary store closings and challenging traffic trends caused by the multiple snow storms and arctic temperatures during the fourth quarter, we met our quarterly financial goals. We were very pleased with the strong customer response to our merchandise offering and marketing efforts on days that were not adversely affected by weather. Looking ahead, we remain focused on our key strategies, which include refining our merchandise assortment, maintaining healthy inventory levels, creating compelling marketing programs and capitalizing on our eCommerce site to drive incremental traffic and sales. In addition, we will continue to execute on our real estate plans designed to drive higher store sales productivity and four-wall operating profit. We look forward to building upon our momentum and believe that we are on track to deliver on our three-year growth plan.”

Results for the Fifty-Two Weeks Ended February 1, 2014

• Net sales totaled $435.8 million and same-store sales increased 8.1%, compared to the fifty-two week period ended February 2, 2013; this follows a 5.7% same-store sales increase for the fifty-three week period ended February 2, 2013.

• Operating income totaled $8.9 million. Operating loss for the fifty-three week period ended February 2, 2013 was $16.0 million, which included a benefit of $5.2 million, or $0.15 per share, related to restructuring charges.

• Net income for the fifty-two week period totaled $8.7 million, or $0.23 per diluted share. This compares to a net loss of $16.1 million, or a loss of $0.45 per share, for the fifty-three weeks ended February 2, 2013, which included a $0.15 per share benefit related to restructuring charges. The tax rate for both periods was significantly lower than the statutory rate due to the Company’s continued maintenance of a full valuation allowance against its

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deferred tax assets.

Balance Sheet Highlights and Capital Expenditures

Cash and cash-equivalents, and investments totaled $57.2 million as of February 1, 2014. Inventory per square foot, excluding in-transit and eCommerce inventory, increased approximately 16.4% on a per square foot basis as of February 1, 2014, as compared to February 2, 2013. The increase in inventory is primarily due to our initial investment in a number of core programs launching in fiscal 2014. For the thirteen week period ended February 1, 2014, the Company had no outstanding borrowings under its revolving credit facility and capital expenditures totaled approximately $2.2 million.

Outlook for the 2014 First Quarter and Fiscal Year

For the first quarter of fiscal 2014, the Company expects:

• same-store sales to be relatively flat to last year’s first quarter;

• approximately 50 to 70 bps of gross margin improvement, as compared to the comparable prior year period, driven by improved merchandise margins;

• SG&A dollars to be flat compared to the $32.7 million of SG&A expense reported in the first quarter last year;

• inventory to remain higher than the levels for the comparable prior year period at a level similar to the increase at the end of fiscal 2013; and

• to open two new Outlet stores, convert 16 CB/CJ stores to eight MPW stores, and to close three CB stores and replace them with three new MPW stores.

For the 2014 fiscal year, the Company expects:

• capital expenditures to be approximately $23 million to $25 million;

• to recognize a nominal amount of tax expense, as the Company’s tax provisions will continue to be affected by the valuation allowance on its deferred tax assets in fiscal 2014;

• average store count to be down 7% and average square footage for the year to be down 4% as compared to fiscal 2013; and

• to end the fiscal year with a total square footage increase of 2% as compared to the end of fiscal 2013.

Conference Call Information

The Company will discuss its fourth quarter and full year results in a conference call scheduled for today, March 13, 2014, at 8:30 a. m. Eastern time. The conference call will be simultaneously broadcast live over the Internet at http://www.christopherandbanks.com. An online archive of the broadcast will be available within one hour of the completion of the call and will be accessible at http://www.christopherandbanks.com until April 13, 2014. In addition, an audio replay of the call will be available shortly after its conclusion and will be archived until March 20, 2014. This call may be accessed by dialing (877) 870-5176 and using the passcode 9592227.

Christopher & Banks Corporation is a Minneapolis-based specialty retailer of women’s clothing. As of March 13, 2014, the Company operates 551 stores in 43 states consisting of 325 Christopher & Banks stores, 129 stores in its women’s plus size clothing division CJ Banks, 66 MPW stores and 31 outlet stores. The Company also operates the www.ChristopherandBanks.com and www.CJBanks.com e-commerce websites.

Keywords: Christopher & Banks, CJ Banks, Women’s Clothing, Plus Size Clothing, Petites, Extended Sizes, Outfits.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements may use the words “expect”, “anticipate”, “plan”, “intend”, “project”, “believe” and similar expressions and include the statements: (i) that the Company remains focused on its key strategies, which include refining its merchandise assortment, maintaining healthy inventory levels, creating compelling marketing programs and capitalizing on its eCommerce site to drive incremental traffic and sales; (ii) that the Company will continue to execute on its real estate plans designed to drive higher store sales productivity and four-wall operating profit; (iii) that the Company looks forward to building upon its momentum and believes that it is on track to deliver on its three-year growth plan; (iv) that for the first quarter of fiscal 2014, the Company expects same-store sales to be relatively flat to last year’s first quarter; (v) that for the first quarter of fiscal 2014, the Company expects approximately 50 to 70 bps of gross margin improvement, as compared to the comparable prior year period, driven by improved merchandise margins; (vi) that for the first quarter of fiscal 2014, the Company expects SG&A dollars to be flat compared to the $32.7 million of SG&A expense reported in the first quarter last year; (vii) that for the first quarter of fiscal 2014, the Company expects inventory to remain higher than the levels for the comparable prior year period at a level similar to

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the increase at the end of fiscal 2013; (viii) that for the first quarter of fiscal 2014, the Company expects to open two new Outlet stores, convert 16 CB/CJ stores to eight MPW stores, and to close three CB stores and replace them with three new MPW stores; (ix) that for the 2014 fiscal year, the Company expects capital expenditures to be approximately $23 million to $25 million; (x) that for the 2014 fiscal year, the Company expects to recognize a nominal amount of tax expense, as the Company’s tax provisions will continue to be affected by the valuation allowance on its deferred tax assets in fiscal 2014; (xi) that for the 2014 fiscal year, the Company expects average store count to be down 7% and average square footage for the year to be down 4% as compared to fiscal 2013; and (xii) the Company expects to end the fiscal year with a total square footage increase of 2% as compared to the end of fiscal 2013. These statements are based on management’s current expectations and are subject to a number of uncertainties and risks, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to: (i) the inherent difficulty in forecasting consumer buying and retail traffic patterns which may be affected by factors beyond our control, such as a weakness in overall consumer demand; adverse weather, economic or political conditions; and shifts in consumer tastes or spending habits that result in reduced sales or gross margins; (ii) lack of acceptance of the Company’s fashions, including its seasonal fashions; (iii) the ability of the Company’s infrastructure and systems to adequately support our operations; (iv) the effectiveness of the Company’s brand awareness, marketing programs and efforts to enhance the in-store experience; (v) the possibility that, because of poor customer response to our merchandise, management may determine it is necessary to sell merchandise at lower than expected margins or at a loss; (vi) the failure to successfully implement the Company’s strategic and tactical plans; (vii) general economic conditions could lead to a reduction in store traffic and in consumer spending on women’s apparel; (viii) fluctuations in the levels of the Company’s sales, expenses or earnings; and (ix) risks associated with the performance and operations of the Company’s Internet operations.

Readers are cautioned not to place undue reliance on these forward-looking statements which are based on current expectations and speak only as of the date of this release. The Company does not assume any obligation to update or revise any forward-looking statement at any time for any reason.

Certain other factors that may cause actual results to differ from such forward-looking statements are included in the Company’s periodic reports filed with the Securities and Exchange Commission and available on the Company’s website under “Investor Relations” and you are urged to carefully consider all such factors.

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CHRISTOPHER & BANKS CORPORATION AND SUBSIDIARIES

UNAUDITED COMPARATIVE STATEMENTS OF OPERATIONS

(in thousands, except per share data)

			Thirteen			Fourteen			Fifty-Two			Fifty-Three
			Weeks Ended			Weeks Ended			Weeks Ended			Weeks Ended
			February 1,			February 2,			February 1,			February 2,
			2014			2013			2014			2013
Net sales			$	104,925		$	115,981		$	435,754		$	430,302
Costs and expenses:
	Merchandise, buying and occupancy		70,832			81,008			284,723			303,680
	Selling, general and administrative		31,370			34,778			128,847			129,153
	Depreciation and amortization		3,241			4,211			13,168			18,595
	Restructuring and impairment		—			—			140			(5,161		)
		Total costs and expenses	105,443			119,997			426,878			446,267
	Operating income (loss)		(518		)	(4,016		)	8,876			(15,965		)
Other income (expense)			(45		)	(110		)	(191		)	(14		)
	Income (loss) before income taxes		(563		)	(4,126		)	8,685			(15,979		)
Income tax provision (benefit)			(277		)	(76		)	(5		)	97
	Net income (loss)		$	(286	)	$	(4,050	)	$	8,690		$	(16,076	)
Basic income (loss) per share:
	Net income (loss)		$	(0.01	)	$	(0.11	)	$	0.24		$	(0.45	)
	Basic shares outstanding		36,263			35,883			36,246			35,694
Diluted income (loss) per share:
	Net income (loss)		$	(0.01	)	$	(0.11	)	$	0.23		$	(0.45	)
	Diluted shares outstanding		37,275			35,883			37,144			35,694

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CHRISTOPHER & BANKS CORPORATION AND SUBSIDIARIES

UNAUDITED COMPARATIVE BALANCE SHEETS

(in thousands)

			February 1,			February 2,
			2014			2013
ASSETS
Current assets:
	Cash and cash equivalents		$	41,074		$	40,739
	Short-term investments		12,982			—
	Merchandise inventories		44,877			42,704
	Other current assets		10,146			10,858
		Total current assets	109,079			94,301
Property, equipment and improvements, net			36,458			41,230
Other assets:
	Long-term investments		3,143			—
	Other		298			401
		Total other assets	3,441			401
		Total assets	$	148,978		$	135,932
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	23,198		$	22,586
	Accrued salaries, wages and related expenses		6,322			4,217
	Accrued liabilities		23,748			23,410
		Total current liabilities	53,268			50,213
Non-current liabilities:
	Deferred lease incentives		4,773			5,665
	Deferred rent obligations		2,860			2,959
	Other accrued liabilities		1,140			1,629
		Total non-current liabilities	8,773			10,253
Stockholders' equity:
	Common stock		461			467
	Additional paid-in capital		122,416			119,632
	Retained earnings		76,768			68,078
	Common stock held in treasury		(112,711		)	(112,711		)
	Accumulated other comprehensive income		3			—
		Total stockholders' equity	86,937			75,466
		Total liabilities and stockholders' equity	$	148,978		$	135,932

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CHRISTOPHER & BANKS CORPORATION AND SUBSIDIARIES

UNAUDITED COMPARATIVE STATEMENTS OF CASH FLOWS

(in thousands)

			Fifty-Two			Fifty-Three
			Weeks Ended			Weeks Ended
			February 1,			February 2,
			2014			2013
Cash flows from operating activities:
	Net loss		$	8,690		$	(16,076	)
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Depreciation and amortization	13,168			18,595
		Impairment of store assets	140			424
		Amortization of discount (premium) on investments	56			(444		)
		Amortization of financing costs	73			35
		Deferred lease related liabilities	(1,819		)	(7,216		)
		Stock-based compensation expense	2,776			2,308
		Loss on disposal of assets	9			52
		Gain on investments, net	—			(76		)
	Changes in operating assets and liabilities:
		Decrease in accounts receivable	1,202			19
		Increase in merchandise inventories	(2,173		)	(3,249		)
		Increase in prepaid expenses and other current assets	(585		)	(3,535		)
		Decrease in income taxes receivable	95			783
		Decrease in other assets	30			180
		Increase in accounts payable	612			2,952
		(Decrease) increase in accrued liabilities	3,240			(3,871		)
		(Decrease) increase in lease termination liabilities	—			(8,032		)
		Decrease in other liabilities	(460		)	(290		)
		Net cash provided by (used in) operating activities	25,054			(17,441		)
Cash flows from investing activities:
	Purchases of property, equipment and improvements		(8,544		)	(3,623		)
	Proceeds from sale of furniture, fixtures and equipment		—			35
	Purchases of available-for-sale investments		(24,484		)	—
	Redemptions of available-for-sale investments		8,306			21,403
		Net cash (used in) provided by investing activities	(24,722		)	17,815
Cash flows from financing activities:
	Shares redeemed for payroll taxes		(211		)	(67		)
	Financing costs		—			(350		)
	Exercise of stock options		214			—
		Net cash used in by financing activities	3			(417		)
Net decrease in cash and cash equivalents			335			(43		)
Cash and cash equivalents at beginning of period			40,739			40,782
Cash and cash equivalents at end of period			$	41,074		$	40,739

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