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): December 27, 2007

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 2.02               Results of Operations and Financial Condition.

                On December 27, 2007, Christopher & Banks Corporation (the “Company”) issued a press release disclosing material nonpublic information regarding the Company’s operating results for its third fiscal quarter and nine month period ended December 1, 2007.  In the press release, the Company also announced that it anticipates fiscal 2008 fourth quarter earnings per diluted share to be in the range of $0.02 to $0.05 and fiscal 2008 earnings per diluted share to range from $0.72 to $0.75.  The Company’s updated earnings guidance reflects the expectation for flat to a low single digit decline in same-store sales in the fourth quarter.  In addition, the Company announced that, based on sales to date and its projections for the balance of the month, fiscal December same-store sales are anticipated to decline 1 to 2%.

                The press release issued on December 27, 2007 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, or otherwise subject to liability of 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, 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 December 27, 2007.

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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, thereunto duly authorized.

	Christopher & Banks Corporation
Date: December 27, 2007		By:	/s/ Andrew Moller
				Andrew Moller
				Executive Vice President
				and 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.:
December 27, 2007	001-31390

CHRISTOPHER & BANKS CORPORATION

EXHIBIT NO.	ITEM
99.1	Press release dated December 27, 2007

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EX-99.1

Exhibit 99.1

FOR:	Christopher & Banks Corporation
COMPANY CONTACT:	Andrew Moller
	Executive Vice President and Chief
	Financial Officer
	(763) 551-5000
INVESTOR RELATIONS CONTACT:	Investor Relations:
	Joe Teklits/Jean Fontana
	ICR
	(203) 682-8200

CHRISTOPHER & BANKS CORPORATION REPORTS FISCAL 2008

THIRD QUARTER RESULTS

Reported Diluted EPS of $0.29 and Same-Store sales increase of 9%

Announces Changes in Same-Store Sales Reporting and Future Earnings Guidance Practice

Minneapolis, MN, December 27, 2007 — Christopher & Banks Corporation (NYSE: CBK) today reported results for its third quarter and nine months ended December 1, 2007.

Third Quarter Results

Total sales for the third quarter ended December 1, 2007 were $160.0 million compared to $139.3 million for the quarter ended November 25, 2006.  Same-store sales for the thirteen-week period ended December 1, 2007 increased 9% compared to the thirteen-week period ended December 2, 2006.  Net income for the third quarter was $10.2 million or $0.29 per diluted share compared to $9.2 million or $0.24 per diluted share for the third quarter last year.

Lorna Nagler, President and Chief Executive Officer of Christopher & Banks Corporation, commented, “We are pleased to have delivered a 9% same-store sales increase and strong third quarter earnings despite a challenging macro-environment. We were also encouraged by our solid improvement in merchandise margins and the success of our first ever Friends and Family event.”

CHRISTOPHER & BANKS CORPORATION REPORTS

THIRD QUARTER RESULTS

For the nine month period ended December 1, 2007, net sales were $450.5 million compared to $413.3 million for the nine month period ended November 25, 2006.  Same-store sales for the thirty-nine week period ended December 1, 2007 increased 3% compared to the thirty-nine week period ended December 2, 2006.  Net income was $25.3 million or $0.70 per diluted share, compared to $31.8 million or $0.84 per diluted share last year.  As of December 1, 2007, the Company operated 841 stores compared to 778 as of November 25, 2006.

As of December 1, 2007, total inventory was $46.9 million as compared to $55.4 million on November 25, 2006.  Total inventory per store, including in-transit inventory, decreased 22% and was approximately $55,818 this year compared to $71,235 last year.

Financial Outlook

The Company currently anticipates fourth quarter earnings per diluted share to be in the range of $0.02 to $0.05. The Company’s updated guidance reflects the expectation for flat to a low single digit decline in same-store sales in the fourth quarter. This compares to fourth quarter of fiscal 2007 earnings per diluted share of $0.05.  For the year, the Company estimates earnings per diluted share to be in the range of $0.72 to $0.75, compared to $0.89 per share last year.

In addition, the Company announced that, based on sales to date and its projections for the balance of the month, fiscal December same-store sales are anticipated to decline 1 to 2%.

Ms. Nagler continued, “Thus far, December sales have been adversely impacted by  a promotional retail environment, challenging macroeconomic conditions, as well as snow and ice storms in several geographic regions. We are encouraged that we have seen improvement in same-store sales as we progressed through the month. Nonetheless, our December same-store sales are expected to fall short of our initial expectations. While the women’s specialty apparel retail sector remains very promotional, we are pleased that our December merchandise margins to date show strong improvement as compared to last year.  We plan to maintain lean inventory levels and believe we are positioned to generate continued improvement in merchandise margins as we proceed through the fourth quarter.”

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Change In Same-Store Sales Reporting Schedule

The Company announced that, at the beginning of fiscal 2009, it will begin reporting consolidated sales and same-store sales on a quarterly basis.  The Company’s last monthly sales release will be on March 6, 2008, for the fiscal month of February 2008.  Sales for future quarters will be reported on dates on which the Company reports quarterly earnings.

Future Earnings Guidance

Commencing with the first quarter of fiscal 2009, the Company will initiate a practice of issuing earnings per share guidance for the then current quarter as part of its regularly scheduled quarterly earnings release for the prior quarter.

Conference Call Information

The Company will discuss its third quarter results in a conference call scheduled for today, December 27, 2007 at 5:00 pm 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 January 10, 2008.  In addition, an audio replay of the call will be available shortly after its conclusion and archived until January 3, 2008.  This call may be accessed by dialing (888) 203-1112 pass code 2284909.

About Christopher & Banks

Christopher & Banks is a Minneapolis-based specialty retailer of women’s clothing.  The Company currently operates 841 stores under the names Christopher & Banks, C.J. Banks and Acorn.  The Company currently has 546 Christopher & Banks stores, 256 C.J. Banks stores and 39 Acorn stores.

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 a statement regarding the

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Company’s (i) anticipated fourth quarter and full year earnings per diluted share, (ii) expectations for December and fourth quarter same-store sales and (iii) plans to maintain lean inventories and generate improved merchandise margins for the fourth quarter.  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 economic or political conditions; unseasonable or adverse weather; and shifts in consumer tastes or spending habits that result in reduced sales; (ii) lack of acceptance of the Company’s fashions, including its seasonal fashions; (iii) escalation in energy costs; (iv) an increase in the rate of import duties or export quotas with respect to the Company’s merchandise; (v) effectiveness of the Company’s brand awareness and marketing programs; (vi) 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; (vii) increased promotional activity in the women’s specialty apparel retail sector; (viii) interruption of merchandise flow from our centralized distribution center; and (ix) our ability to successfully implement our tactical and strategic plans.

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
UNAUDITED COMPARATIVE INCOME STATEMENT
FOR THE QUARTERS AND NINE MONTHS ENDED
DECEMBER 1, 2007 AND NOVEMBER 25, 2006

(in thousands, except per share data)

	Quarter Ended				Nine Months Ended
	December 1,		November 25,		December 1,		November 25,
	2007		2006		2007		2006
Net sales	$	159,976	$	139,265	$	450,475	$	413,349
Costs and expenses:
Merchandise, buying and occupancy	94,102		84,611		271,613		241,976
Selling, general and administrative	44,336		35,793		124,042		107,986
Depreciation and amortization	6,586		5,138		17,391		15,136
Total costs and expenses	145,024		125,542		413,046		365,098
Operating income	14,952		13,723		37,429		48,251
Interest income	1,163		1,353		3,382		3,640
Income before income taxes	16,115		15,076		40,811		51,891
Income tax provision	5,877		5,849		15,508		20,134
Net income	$	10,238	$	9,227	$	25,303	$	31,757
Basic earnings per share:
Net income	$	0.29	$	0.24	$	0.71	$	0.86
Basic shares outstanding	35,448		37,743		35,835		37,051
Diluted earnings per share:
Net income	$	0.29	$	0.24	$	0.70	$	0.84
Diluted shares outstanding	35,528		38,233		35,926		37,617
Dividends per share	$	0.06	$	0.06	$	0.18	$	0.14

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CHRISTOPHER & BANKS CORPORATION

UNAUDITED COMPARATIVE BALANCE SHEET

(in thousands)

	December 1,			November 25,
	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	46,701		$	59,380
Short-term investments	48,300			53,800
Merchandise inventories	46,943			55,421
Other current assets	22,892			13,783
Total current assets	164,836			182,384
Property, equipment and improvements, net	136,374			128,176
Other assets:
Goodwill	3,587			3,587
Other	4,338			1,249
Total other assets	7,925			4,836
Total assets	$	309,135		$	315,396
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,483		$	7,058
Accrued liabilities	30,433			25,274
Total current liabilities	38,916			32,332
Other liabilities:
Deferred lease incentives	22,337			21,896
Other	15,036			10,582
Total other liabilities	37,373			32,478
Stockholders’ equity:
Common stock	450			450
Additional paid-in capital	109,767			105,561
Retained earnings	232,341			213,551
Common stock held in treasury	(109,712		)	(68,976		)
Total stockholders’ equity	232,846			250,586
Total liabilities and stockholders’ equity	$	309,135		$	315,396

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