-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WBH2jrd1X9UZQex2WFmCHvdA3IeJnxnxImlp5w1Yj/9dOI0ui9WfBYT3HmGPhszR D73fXJaURCF/JMH/2c1GTg== 0000912057-01-511259.txt : 20010501 0000912057-01-511259.hdr.sgml : 20010501 ACCESSION NUMBER: 0000912057-01-511259 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010203 FILED AS OF DATE: 20010430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICOS FAS INC CENTRAL INDEX KEY: 0000897429 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 592389435 STATE OF INCORPORATION: FL FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-16435 FILM NUMBER: 1615419 BUSINESS ADDRESS: STREET 1: 11215 METRO PKWY CITY: FT MYERS STATE: FL ZIP: 33912-1206 BUSINESS PHONE: 8134335505 MAIL ADDRESS: STREET 1: 11215 METRO PKY CITY: FT MYERS STATE: FL ZIP: 33912-1206 10-K 1 a2046953z10-k.txt 10-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K /X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2001 / / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-21258
------------------------ CHICO'S FAS, INC. (Exact name of registrant as specified in its charter) FLORIDA 59-2389435 (State or other jurisdiction (IRS Employer Identification No.) of incorporation) 11215 METRO PARKWAY, FORT MYERS, FLORIDA 33912 (Address of principal executive offices) (Zip code)
(941) 277-6200 (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act:
NAME OF EXCHANGE TITLE OF CLASS ON WHICH REGISTERED - --------------------------------------- --------------------------------------- Common Stock, Par Value $.01 Per Share New York Stock Exchange
------------------------ Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent fliers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K / / State the aggregate market value of the voting stock held by non-affiliates of the registrant: Approximately $594,833,000 as of April 16, 2001 (based upon the closing sales price reported by the NYSE and published in the Wall Street Journal on April 17, 2001). Indicate the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date: Common Stock, par value $.01 per share--17,700,319 shares as of April 16, 2001. DOCUMENTS INCORPORATED BY REFERENCE: Part II Annual Report to Stockholders for the Fiscal Year Ended February 3, 2001. Part III Definitive Proxy Statement for the Company's Annual Meeting of Stockholders presently scheduled for June 19, 2001. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CHICO'S FAS, INC. ANNUAL REPORT ON FORM 10-K for the YEAR ENDED FEBRUARY 3, 2001 TABLE OF CONTENTS PART I........................................................................................... 1 Item 1. Business.................................................... 1 Item 2. Properties.................................................. 19 Item 3. Legal Proceedings........................................... 20 Item 4. Submission of Matters to a Vote of Security-Holders......... 20 PART II.......................................................................................... 23 Item 5. Market for Registrant's Common Equity and Related Stockholder Matters....................................... 23 Item 6. Selected Financial Data..................................... 24 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk...................................................... 25 Item 8. Financial Statements and Supplementary Data................. 25 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................................. 25 PART III......................................................................................... 25 Item 10. Directors and Executive Officers of the Registrant.......... 25 Item 11. Executive Compensation...................................... 25 Item 12. Security Ownership of Certain Beneficial Owners and Management................................................ 25 Item 13. Certain Relationships and Related Transactions.............. 25 PART IV.......................................................................................... 26 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K....................................................... 26
PART I ITEM 1. BUSINESS GENERAL Chico's FAS, Inc., (Chico's or the Company), directly and through its wholly owned subsidiaries, Chico's Distribution, Inc., Chico's Concept, Inc., and Chico's Media, Inc., is a specialty retailer of exclusively designed, private label, sophisticated, casual-to-dressy clothing, complementary accessories and other non-clothing gift items. Virtually all of the clothing, accessories and non-clothing gift items offered at Chico's stores is designed by the Company's in-house product development team and bears the "CHICO'S" trademark. Each Chico's store offers separates, as well as collections, of color-coordinated tops, pants, shorts, skirts, dresses, vests, jackets, outerwear and accessories, including belts, scarves, earrings, necklaces and bracelets. Emphasizing casual yet stylish comfort, Chico's clothing is made from natural fabric (including 100% cotton, rayon, linen and silk) blends and newer sophisticated synthetics. The styling is relaxed, figure-flattering and designed for easy care. During the past several fiscal years, the Company has successfully introduced certain synthetic fabrics which provide a more seasonless look, yet which still offer the relaxed fit and easy care characteristics. Chico's believes that its target customer includes women of all ages who seek style, attitude and comfort in their casual clothing, with a particular focus on 30 to 60 year old women with moderate and higher income levels. The Company has sought to employ several innovative approaches to retailing, including: offering Chico's exclusively designed private label clothing that provides a relaxed fit at moderate prices; continually introducing new merchandise and designs which complement other Chico's merchandise that its customers may have in their existing wardrobes; using a boutique store design and personalized service and customer assistance to enhance the shopping experience; and utilizing Chico's Outlets to help maintain the integrity of the Company's pricing strategy. Since 1997 the Company has moved more toward a markdown strategy where first and second markdowns have been taken in front-line stores. During this time, the Company's same store sales have generally been in positive double digits and the Company has generally not pursued opening additional outlet stores. The Company now believes it would benefit both front-line and outlet margins if it were to open additional outlet stores and the Company is currently re-evaluating its markdown strategies and the manner in which it uses outlets as clearance vehicles. Also during the past few fiscal years, the Company has been testing the sale of non-clothing products, such as footwear, which complement the clothing products and such as aroma-therapy candles, watches, and other products which are designed by the Company as gift items. All of these new items are intended to promote the Chico's brand name in areas beyond clothing. Because of the additional space required to accommodate the non-clothing items and to improve the visual ambiance of its clothing and accessory presentations, the Company is actively pursuing larger spaces for its existing and new stores. Rather than targeting a 1,400 net selling square foot store, the Company now believes the ideal store size is nearer 1,800-2,500 net selling square feet. Although the Company will still open stores within the 1,200-1,500 net selling square foot range, it is actively pursuing stores with 1,800-2,500 net selling square feet. As of April 20, 2001, the Company's retail store system consisted of 255 stores (averaging approximately 1,607 net selling square feet), of which 237 were Company-owned front-line "Chico's" stores, 11 were franchised front-line "Chico's" stores and 7 were "Chico's Outlet" stores. Of this total, 44 stores are located in the Northeast states (NY, NJ, CT, PA & MA), 43 stores are located in Florida, 33 stores are located in California, 20 stores are located in Texas and the remaining 115 stores are located in 31 other states and the District of Columbia. Chico's intends to continue locating its front-line Company-owned stores primarily in established upscale, outdoor destination shopping areas and high-end enclosed malls located either in tourist areas or in, or near, mid-to-larger sized markets. 1 The Company opened 50 new Company-owned front-line and one new outlet store in the fiscal year ended February 3, 2001 (fiscal 2000/2001), while during the same period it closed two Company-owned front-line stores and one Company-owned outlet store. In addition, a franchisee opened two new front-line franchise stores in fiscal 2000/2001. The Company plans to open a minimum of 55 new Company-owned stores in the fiscal year ending February 2, 2002 (fiscal 2001/2002), but also expects to close between two and four existing stores during this time frame. During fiscal 2000/2001, the Company added ordering capability to its existing mailers and also initially offered a limited amount of Chico's products available for purchase over the Internet. The Company believes it is important to offer these channels of distribution to the consumer and that it will become increasingly important as the Internet becomes more user friendly in the apparel arena. The Company intends to increase the number and depth of items available through these distribution channels in fiscal 2001/2002. BUSINESS STRATEGIES DISTINCTIVE IN-HOUSE DESIGNED CASUAL CLOTHING AND COORDINATED ACCESSORIES. The most important element of the Company's business strategies is the distinctive private label casual clothing and complementary accessories offered for sale at Chico's stores. Emphasizing casual comfort, Chico's clothing is made from natural fabric (including cotton, rayon, linen and silk) blends and sophisticated synthetics. The fit is relaxed and designed for easy care. Accessories, such as belts and jewelry, including earrings, necklaces and bracelets, are specifically purchased and designed to coordinate with the colors and patterns of Chico's clothing, enabling customers to easily enhance and individualize their wardrobe selections. Virtually all of the clothing offered by Chico's is designed in-house, and the Company controls most aspects of the design process, including choices of pattern, construction, fabric, treatment and color. A majority of the accessory designs also are developed in-house or are modified at Chico's request by the manufacturer to complement specific items of clothing or support a look that is distinctively Chico's. Chico's private label clothing is designed through the coordinated efforts of the Company's merchandising and product development departments. Style, pattern, color and fabric for individual items of the Company's private label clothing are developed based upon historical sales data, anticipated future sales and perceived current and future fashion trends that will appeal to Chico's target customer. New fashion trends are tested in key stores in small quantities in an effort to minimize risk. The Company's design team develops these in-house designs and design modifications. By conceptualizing and designing in-house and then contracting directly with manufacturers and providing some on-site quality control, the Company has been able to realize higher average gross profit margins than the industry while at the same time providing value to its customers. The distinctive nature of Chico's clothing is carried through in its sizing. Chico's incorporates international type sizing, utilizing sizes 0 (size 4-6), 1 (size 8-10), 2 (size 10-12), and 3 (size 14-16). As in the past, the Company occasionally offers one-size-fits-all sizing for some items. Because of the relaxed nature of Chico's clothing, this sizing allows Chico's to offer a wide selection of clothing without having to invest in a large number of different sizes within a single style. The Company has also been testing pants with more standard sizing of 8-14 which generally have produced mixed results. CERTAIN BUILDING BLOCKS OF THE COMPANY'S MERCHANDISING STRATEGY. The Company continues to follow certain important elements of the merchandising strategy that it has sought to follow since the early 1990's. These important elements include the Company's focus on its target customer, the 2 continual introduction of new merchandise, its pricing policies, the store design, merchandise presentation, customer service and its quality assurance programs. FOCUS ON THE TARGET CUSTOMER. Based upon studies done internally through its customer databases and externally through nationally available databases, as well as informally gathered information from customers, sales associates and store managers, the Company seeks to anticipate and respond to the perceived needs and preferences of its target customer. Chico's target customers are believed to include women of all ages who seek style and attitude in distinctive, casual clothing which represents good value, with a particular focus on 30 to 60 year old women in the moderate and higher income levels. Although the Company had experienced changes in design direction in 1994 and 1996 that caused it to vary from the preferences of those women who historically shopped at Chico's, the current merchandising plan intends to continually focus the entire product development team on the Company's target customer. As part of this focus, the Company reestablished its frequent shopper club ("Passport Club") in early 1999. In addition to promoting customer loyalty, the Passport Club program also allows the Company to monitor spending habits based on known demographics. The Company continues to gather transaction-based and demographic data and intends to use this data to help direct its marketing and store opening efforts. See the "Customer Loyalty" section on page 5 for more details on the "Passport Club". CONTINUAL INTRODUCTION OF NEW MERCHANDISE. The Company keeps its stores fresh by continually introducing new merchandise and designs. The Company is continuing its design philosophy for new merchandise whereby merchandise is evolutionary, rather than revolutionary. Chico's intends to continue its focus on trying to make certain that new merchandise items will generally complement the colors and styles of other previously offered Chico's merchandise. This approach is designed to allow Chico's customers to supplement the wardrobe purchases made today with the new merchandise that will arrive in Chico's stores in the future. The Company believes its target customer prefers this continuity in Chico's styles and colors. As part of the Company's strategy to continually introduce new merchandise, Chico's seeks to provide a somewhat limited supply of each novelty item of merchandise to each store and in most cases seeks to restock its stores, after the initial shipment is redistributed to all stores, with new styles and designs instead of continually providing additional quantity of existing styles and designs (except for certain core items). This merchandising strategy is intended to foster a sense of urgency for Chico's customers by creating a limited period of time to buy new novelty styles and designs. Slower selling items and the remaining pieces of better-selling items still in a store when new merchandise arrives are frequently consolidated in certain front-line stores and, then marked down and/or sent to its outlet stores. If the style becomes out-of-place due to seasonality, color, etc., it may be subjected to additional markdowns or returned to the Company's distribution center to be held for replenishment at outlet stores or for liquidation. PRICING POLICIES. The Company's strategy is to offer its exclusively designed private label clothing and complementary accessories at moderate prices that are believed to be generally competitive with the prices charged for similar quality goods by other specialty apparel retailers and by upscale department stores. For example, tops, pants and jackets are offered at retail price points generally ranging from $22 to $128 per item and accessories are offered at retail price points generally ranging from $14 to $48 per item. Historically, the Company's philosophy has generally been to avoid store-wide price markdowns at its front-line stores and the Company believes that in the past it utilized price markdowns to a lesser degree than have its principal competitors. Since fiscal 1998, the 3 Company shifted its strategy for markdowns and clearance of slower moving merchandise. Rather than placing the emphasis on clearing most of the goods at outlet stores or local warehouse sales, the Company has been making more extensive use of its front line stores to clear slower selling merchandise through chain-wide markdowns of these items and by initiating such markdowns at an earlier date in the product life cycle. The Company believed this strategy reduced the need to rely on its outlet stores as a principal means of clearing slower selling merchandise. The Company is re-evaluating its outlet and overall clearance strategies in front-line stores with the intent to reduce markdowns in most front-line stores, but particularly in those stores that are selling in excess of $1,000 per net selling square feet. This is likely to result in the opening of several additional outlet stores and could involve specific buying programs to supplement the clearance of goods in the Company-owned outlets. The Company expects to continue to complement its pricing policies with its strategy to continually replace merchandise at its front-line stores and to transfer older merchandise to its outlet stores or the Company's distribution center for liquidation, although the Company intends on continuing markdowns in certain front-line stores to provide more immediate clearance of goods. STORE DESIGN AND MERCHANDISE PRESENTATION. Chico's historical store design, interior layout and merchandise presentation tends to complement Chico's private label casual clothing and personalized service, helping to create a "boutique" atmosphere with an open and comfortable ambiance. A typical store has a warm feel with wood and stainless steel including hardwood or natural concrete floors, antiques and brushed aluminum or wood fixtures. However, each store can be quite different as the Company has many different sizes and shapes of stores and as the interior decor and storefront is chosen carefully to complement the setting including both its location and the building itself. These individual touches are balanced against a certain amount of standardization. Merchandise is generally presented on wooden or stainless steel fixtures with coordinating colors and outfits shown together rather than being grouped by tops, bottoms, etc. To encourage sales of multiple wardrobe items, Chico's stores also may use "color areas," which present coordinated colors or seasonal themes in different areas of the store. Rather than displaying clothing by type (for example, tops with tops, pants with pants, etc.), merchandise is grouped by color coordinated items of clothing and accessories. Such a grouping typically includes several different coordinated tops, pants, shorts or other items of clothing as well as accessories such as belts, earrings and necklaces that could be used to create several different ensembles and looks that appeal to various lifestyles. Sales associates are trained to assist customers in creating such ensembles. Management believes the color coordinated grouping of merchandise strengthens the style image of the merchandise and enhances the likelihood for multiple item purchases. Accessories and other non-apparel items accounted for approximately 14% of the Company's net sales in fiscal 2001, compared to a range of 12% to 13% over the previous three fiscal years. Continuing efforts are being made to improve the volume of accessory and other non-apparel item sales in fiscal 2002 through better coordination of accessories with clothing and continual testing of non-apparel branded items. QUALITY ASSURANCE. Currently, approximately half of the clothing offered for sale at Chico's stores is manufactured abroad. The Company has diversified its manufacturing sources to a number of different countries but continually finds it necessary to address quality control. The Company has now developed a more focused system for inspection of clothing during the manufacturing process and upon receipt in this country and has had some greater experience with vendors to identify those who provide the level of quality Chico's demands. Also, Chico's has been more careful to utilize each vendor to manufacture the merchandise, or fabric, with 4 which the vendor has the most experience. The Company has in more recent years been expanding its use of domestic vendors, where possible, and it intends on continually exploring opportunities with domestic vendors and also with vendors in China, Hong Kong, India and Mexico. PERSONALIZED SERVICE AND CUSTOMER ASSISTANCE. The Company has always considered personalized customer service one of the most important factors in determining its success. The Company intends, through training efforts, to make certain that Chico's sales associates offer assistance and advice on various aspects of their customers' fashion and wardrobe needs, including clothing and accessory style and color selection, coordination of complete outfits and suggestions on different ways in which to wear Chico's clothing and accessories. As part of its strategy to reinforce the casual aspects of Chico's clothing, Chico's sales associates are trained to demonstrate to customers the most attractive ways to wear Chico's clothing. Dressing rooms are generally not equipped with mirrors, encouraging customers to come out of the dressing rooms in Chico's clothes so that store personnel can provide such assistance. The Company has not found it necessary to offer alteration services. Chico's sales associates are encouraged to know their regular customers' preferences and to assist those customers in selecting merchandise best suited to their tastes and wardrobe needs. The Company strongly encourages its sales associates to wear Chico's clothing and accessories in its stores at all times and to complement this it offers substantial employee discounts. To better serve the Chico's customer, sales associates are encouraged to become familiar with new styles and designs of clothing and accessories by trying on new merchandise. Chico's takes pride in empowering its employees to make decisions that best service the customer. This healthy sense of empowerment enables Chico's employees to exceed customers' expectations. In addition, many of the Company's store managers and sales associates were themselves Chico's customers prior to joining the Company and can therefore more easily identify with customers. Chico's employees are expected to keep individual stores open until the last customer in the store has been served. If an item is not available at a particular store, sales associates are encouraged to arrange for the item to be shipped directly to the customer from another Chico's store. CUSTOMER LOYALTY. Chico's preferred customer club established in the early 90's and known as the "Passport Club", was designed to encourage repeat sales and customer loyalty. Features of the club include discounts, special promotions, invitations to private sales and personalized phone calls regarding new merchandise. In late 1994, the Company decided to limit the number of new members and to evaluate ways to restructure the program. During 1997 and 1998, the Company established a new database of customers that shop at Chico's using credit cards. In 1998, the Company also performed an independent study of its then existing Passport members (approximately 20,000 members were still active from this club which included over 40,000 members at its peak) and store managers to determine the most important features of the Club and to help assess feasibility of relaunching the Club. Based on this study and the past experiences of the Company with the Passport Club, the Company relaunched the Passport Club in mid-February of 1999 by mailing approximately 300,000 invitations to customers whose names were maintained in its credit card, guest book and Passport databases. The invitations included a temporary enrollment card and simply required a purchase by the customer to activate their preassigned temporary Passport Club membership number ("temporary member"). Once the customer spends $500, she becomes a permanent member of the club and entitled to a 5% discount on future purchases. Since the relaunch in early 1999, the Company has been very successful in increasing its database of "temporary" and "permanent" Passport members. As of April 20, 2001, the Company had over 250,000 permanent Passport members and over 612,000 "temporary" Passport members, which now account for approximately 60% and 23% of overall sales, respectively. During the current year, the 5 Company signed up an average of 30,700 "temporary" new members per month of which an average of 11,800 per month spent the required $500 to become a permanent member. Prior to the relaunch of the Passport Club, the permanent members accounted for approximately 10% of overall sales and the Company was unable to effectively track "temporary" Passport members sales. The Company believes that permanent Passport members shop more frequently and spend more on the average transaction than "temporary" Passport members. During the fiscal year ended February 3, 2001, the average permanent passport member spent $132 per transaction and shopped five to eight times per year, while the "temporary" Passport members averaged $85 per transaction and shopped one to three times per year. With the more sophisticated database hardware and software the Company has acquired to manage the SKU-level transactions being recorded for both temporary and permanent Passport Club members, the Company believes it is better able to more sharply focus its marketing, design and merchandising efforts to better address and define the desires of its target customer. HIGH-ENERGY, LOYAL EMPLOYEES. The Company believes that the dedication, high energy level and experience of the members of its senior management team, support staff and store employees are key to its continued growth and success and help to encourage personalized attention to the needs of Chico's customers. In selecting its employees at all levels of responsibility, Chico's looks for quality individuals with high energy levels who project a positive outlook. The Company has found that such persons perform most effectively for the Company and contribute to a fun and exciting shopping experience for Chico's customers. Sales associates are compensated with a base hourly wage but also have opportunities to earn substantial incentive compensation based on their individual sales. For the most part, these incentives are based upon the dollar amount of sales to individual customers, thereby encouraging sales of multiple items. In addition, the Company periodically sponsors sales-based contests for its Company-owned stores. Store managers receive base salaries and are eligible to earn various incentive bonuses tied to individual sales and storewide sales performance. District managers also have the opportunity to earn incentive compensation based upon the sales performance of stores in their districts, as well as the Company's overall sales performance. The Company offers its employees other recognition programs and the opportunity to participate in its stock option, stock purchase and 401(k) programs. Management believes that all these programs and policies offer Chico's sales associates and other employees opportunities to earn total compensation at levels generally above the average in the retail industry for comparable positions. Chico's emphasis where possible on a "promote from within" philosophy, combined with increases in the number of new Company-owned stores, provides opportunities for qualified employees to advance to higher positions in the Company. ADDITIONAL COMPANY-OWNED STORES. Management believes that the ability to open additional Company-owned Chico's stores will be a factor in the future success of the Company. During fiscal 1998/1999, the Company opened 22 new company stores and one new franchised store while closing two outlet stores. During fiscal 1999/2000, the Company opened 40 new company stores and one new franchised store while closing three front-line stores. During fiscal 2000/2001, which was just completed, the Company opened 51 new Company-owned stores and two new franchised stores while closing two front-line stores and one outlet store. As of April 20, 2001, the Company has opened 5 front-line stores of a minimum of 55 new Company-owned stores planned to be opened in fiscal 2001/2002, and the Company has signed leases for several new Chico's store locations. The Company also is currently engaged in negotiations for the leasing of numerous additional sites. The Company generally expects to open 10 new stores in the first quarter and 15 each quarter for the rest of this fiscal year. 6 In general the Company intends to locate its new stores predominantly outside of Florida. In deciding whether to open a new store, the Company undertakes an extensive analysis which includes the following: identifying an appropriate geographic market; satisfying certain local demographic requirements; evaluating the location of the shopping area or mall and the site within the shopping area or mall; assessing proposed lease terms; and evaluating the sales volume necessary to achieve certain profitability criteria. Once the Company takes occupancy, it usually takes from three to five weeks to open a store. After opening, Chico's front-line stores have typically generated positive cash flow within the first year of operation (after allocation of a portion of home office administrative expense based on sales and after recovery of the Company's out-of-pocket cash expenses in opening the new store) and have typically had a ten month to eighteen month payback of all initial capital and inventory costs. However, there can be no assurance that new Chico's stores will achieve operating results similar to those achieved in the past. The Company plans to grow by opening additional Company-owned stores and the Company does not currently intend to increase the number of franchisees. The Company intends to continue providing full support for its franchise network and anticipates that one of its existing franchisees may be able to further meet the Company's criteria for opening additional stores in its limited territory. This franchisee opened one new franchised store in fiscal 1998/1999, one in fiscal 1999/2000 and two in fiscal 2000/2001. STORE LOCATIONS Chico's stores are situated, for the most part, either in tourist areas or in, or near, mid-to-larger sized markets. The Company's front-line stores are located almost exclusively in upscale outdoor destination shopping areas, high-end enclosed shopping malls and, to a lesser degree, regional malls which offer high traffic of Chico's target customers. The Company seeks to locate the Company-owned front-line stores where there are other upscale specialty stores and, as to its mall locations, where there are two or more mid-to-high end department stores as anchor tenants. Chico's outlet stores are currently located in outlet centers, although the Company is evaluating the possibility of opening in value centers and other more upscale centers. Chico's Company-owned, front-line stores average approximately 1,586 net selling square feet, while the Company-owned outlet stores average approximately 2,353 net selling square feet. In fiscal 1998/1999 and fiscal 1999/2000, the Company began a strategy of opening somewhat larger stores than it has opened in the past. Currently, the Company is seeking to open front-line stores with approximately 1,800-2,500 net selling square feet to promote an improved visual ambiance and the expanded offerings of its current products. However, in locations where the Company has a desire to establish a store but where the optimum store size is unavailable, the Company often will lease a front-line store with as few as 1,200 net selling square feet or as many as 3,500 net selling square feet. If the volume of business at one of these smaller stores is sufficient, and there is no ability to expand the existing store, the Company has chosen in the past to open additional stores nearby, operating more than one Chico's store in the same general shopping area. 7 At April 20, 2001, there were 255 Chico's stores, of which 237 were Company-owned front-line Chico's stores, eleven were franchised Chico's stores and seven were Chico's Outlet stores. Chico's stores are located in the following jurisdictions:
COMPANY COMPANY-OWNED FRANCHISED OWNED OUTLET STORES STORES TOTAL STORES -------- ------------- ---------- ------------ Florida......................................... 39 3 1 43 California...................................... 32 1 -- 33 Texas........................................... 20 -- -- 20 New Jersey...................................... 12 -- -- 12 Illinois........................................ 10 1 -- 11 New York........................................ 11 -- -- 11 Ohio............................................ 11 -- -- 11 Connecticut..................................... 8 -- -- 8 Minnesota....................................... -- -- 8 8 Michigan........................................ 6 -- 1 7 Pennsylvania.................................... 7 -- -- 7 Virginia........................................ 7 -- -- 7 Massachusetts................................... 6 -- -- 6 Georgia......................................... 5 -- -- 5 Maryland........................................ 5 -- -- 5 North Carolina.................................. 5 -- -- 5 South Carolina.................................. 5 -- -- 5 Tennessee....................................... 4 1 -- 5 Louisiana....................................... 4 -- -- 4 Washington...................................... 4 -- -- 4 Alabama......................................... 2 1 -- 3 Arizona......................................... 3 -- -- 3 Colorado........................................ 3 -- -- 3 Utah............................................ 3 -- -- 3 District of Columbia............................ 2 -- -- 2 Indiana......................................... 1 -- 1 2 Kansas.......................................... 2 -- -- 2 Kentucky........................................ 2 -- -- 2 Missouri........................................ 2 -- -- 2 Nevada.......................................... 2 -- -- 2 New Mexico...................................... 2 -- -- 2 Oklahoma........................................ 2 -- -- 2 Oregon.......................................... 2 -- -- 2 Rhode Island.................................... 2 -- -- 2 Maine........................................... 1 -- -- 1 Mississippi..................................... 1 -- -- 1 Nebraska........................................ 1 -- -- 1 Vermont......................................... 1 -- -- 1 Wisconsin....................................... 1 -- -- 1 Wyoming......................................... 1 -- -- 1 --- -------- -- --- TOTAL................................... 237 7 11 255 === ======== == ===
In a typical new front-line Chico's store, the Company's cost of leasehold improvements, fixtures, store equipment and beginning inventory ranges from $250,000 to $550,000 (after taking into account landlord construction allowances and other concessions). 8 Chico's utilizes teams of employees experienced in new store openings who are able to supervise final build-out and set up store interiors rapidly, including, where necessary, the flooring, furniture, fixturing, equipment and initial inventory displays. The use of in-house crews allows the Company to open a new store generally within three to five weeks after taking occupancy. Management believes that, as a result, the Company opens its new stores more rapidly and at less cost than many of its competitors. The Company has an arrangement whereby the final design and initial build-out of the space is handled by third-party architectural and contracting firms, with offices or affiliates throughout the country. Under this arrangement, Chico's in-house crews are still responsible for approving the final stages of the build-out and for setting up the store interiors. The following table sets forth information concerning changes in the number of Chico's Company-owned and franchise stores during the past five fiscal years:
FISCAL YEAR ENDED ------------------------------------------------------------------- FEBRUARY 1, JANUARY 31, JANUARY 30, JANUARY 29, FEBRUARY 3, 1997** 1998 1999 2000 2001 (53 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (53 WEEKS) ----------- ----------- ----------- ----------- ----------- NUMBER OF COMPANY-OWNED STORES Stores at beginning of year.................. 111 123 132 154 191 Opened*.................................... 13 14 22 40 51 Acquired from franchisees.................. 1 1 2 -- -- Closed..................................... (2) (6) (2) (3) (3) --- --- --- --- --- Stores at end of period...................... 123 132 154 191 239 --- --- --- --- --- NUMBER OF FRANCHISE STORES Stores at beginning of year................ 12 10 9 8 9 Opened*.................................... -- -- 1 1 2 Sold to Company............................ (1) (1) (2) -- -- Closed..................................... (1) -- -- -- -- --- --- --- --- --- Stores at end of period...................... 10 9 8 9 11 --- --- --- --- --- NUMBER OF TOTAL STORES....................... 133 141 162 200 250 === === === === ===
- ------------------------ * Does not include stores that opened as relocations of previously existing stores within the same general market area (approximately five miles) or substantial expansions of stores. ** Numbers of stores relate to a thirteen month period which runs from January 1, 1996 through February 1, 1997. OUTLET STORES As of April 20, 2001, the Company operated seven outlet stores under the name "Chico's." Chico's outlet stores carry slower-selling items removed from front-line stores, remaining pieces of better-selling items replaced by new shipments of merchandise to front-line stores, returns of merchandise accepted from franchise stores under the Company's franchisee return policy and seconds of the Company's merchandise. Chico's outlet stores act as a vehicle for marking down the prices on such merchandise while continuing to allow Chico's front-line stores to maintain a somewhat limited markdown policy. Prices at Chico's outlet stores generally range from 30% to 70% below regular retail prices at Chico's front-line stores. Although service is also important at Chico's outlet stores, there is somewhat less emphasis in the outlet stores on personalized customer service. Sales from the Company's outlet stores represented approximately 3% of the Company's net sales during fiscal 2000/2001. Chico's outlet stores have not been intended to be profit centers, but the Company is re-evaluating its approach to outlet 9 stores, including possibly supplementing merchandise received from its franchise and front-line stores with direct purchases. Chico's outlet stores are generally larger than front-line stores, averaging approximately 2,353 net selling square feet. The Company opened one outlet store in fiscal 2000/2001 and no new outlet stores in fiscal 1999/2000. FRANCHISE STORES Currently, there are eleven franchised Chico's stores operated by four owners, none of whom is otherwise affiliated with the Company. Each franchisee paid an initial franchise fee of between $5,000 and $75,000 per store and is not required to pay any continuing monthly royalty. Each franchisee has been provided an exclusive license at a specified location to operate a Chico's store and to utilize the Company's trademarks, service marks and other rights of the Company relating to the sale of Chico's merchandise. The term of the franchise is generally ten years, renewable for additional ten-year periods if certain conditions pertaining to the renewal are met (including the payment of a renewal fee). Franchisees are required to operate their Chico's stores in compliance with the Company's methods, standards and specifications regarding such matters as store design, fixturing and furnishings, decor and signage, merchandise type and presentation, and customer service. The franchisee has full discretion to determine the prices to be charged to customers generally by changing or replacing any pre-ticketed price tags. Franchisees are required to purchase all Chico's brand clothing and all accessories from Chico's or from suppliers approved by the Company. Currently, the merchandise offered by Chico's franchisees at their stores is purchased from the Company at prices equal to 48% to 50% of suggested retail prices, subject to rebates of between 2% and 6% as described below. In certain situations, franchise stores may carry other brands of clothing or accessories if such merchandise is approved by the Company. In such cases, franchisees may be required to pay to the Company a monthly royalty equal to 5% of gross sales of any approved merchandise not purchased from Chico's. In the current period, the Company's net sales to franchisees was approximately $4.6 million, or 1.8% of total net sales. Some franchisees have entered into franchise territory development agreements with the Company, which grant to the franchisee the right to develop and own a specified number of Chico's stores within a specified period of time or which preclude the Company from opening Company or franchised stores without first giving the franchisees the right to open the proposed Chico's store within the respective limited territories granted to such franchisees. As of April 7, 2001, the franchisee holding franchise rights in Minnesota has the right to open additional Chico's stores, and one other franchisee has the right to preclude the Company from opening a Company or franchised store in the respective territory without first giving the franchisee the right to open the store. With respect to the franchise rights granted in Minnesota, the Company granted an exclusive right to develop Chico's stores and subfranchise within the state of Minnesota. Certain of these franchisees, including the Minnesota franchisee, may technically have the ability to open an unlimited number of additional stores within their respective limited territories. However, the Company believes that economic, logistic and other practical considerations effectively limit the number of additional stores that these franchisees may open in the future. The Company does not believe that these territory and right of first refusal rights will significantly limit the Company's ability to expand. The Company intends to continue supporting its existing franchise network. However, the Company does not intend at this time to pursue any new franchises or to enter into any additional franchise territory development agreements. In the past, the Company has acquired certain franchise stores that have been offered for sale to the Company. During the current period, the Company did not repurchase any of its franchise stores although it will consider additional purchases of franchise stores that may be offered to the Company from time to time in the future. In addition, the Company may terminate franchises where performance or circumstances so justify. Management expects that 10 Chico's franchise stores will play an increasingly less important role in the Company's future sales and profitability. Beginning in February 2000, the Company offered franchisees an additional 2% to 6% increase in their discount rate if they agreed to modify their purchase agreements and reduce returns of merchandise to the Company. All franchise owners agreed to the modifications. The Company believes this additional incentive has been instrumental in reducing franchise returns, as a percent of purchases, although it has also reduced franchise gross margins. STORE OPERATIONS Chico's stores typically employ a manager, two assistant managers, and numerous sales associates who are either full-time or part-time employees. During the peak selling seasons, stores generally hire additional sales associates. Store managers take an active part in selling at the stores and are expected to be on the sales floor at all times during business hours. Purchasing, merchandising, advertising, accounting, cash management and other store support functions are handled by the Company's corporate headquarters. The Company attempts to keep administrative tasks for the store managers to a minimum, thereby allowing the store managers more time to focus on store sales, personalized customer service and in-store and local community merchandising strategies including outreach programs. The Company has established a formalized training program that is intended to reinforce and enhance the personalized customer service offered by all associates as well as increase their merchandise knowledge. The comprehensive training program includes a Fashion Information Training (F.I.T.) module and a Most Amazing Personal Services (M.A.P.S.) module which the Company believes will help assure sales associates better understand the Chico's product and improve the level of service provided to its customers. The Company currently supervises store operations through its Vice President-Director of Stores, its Vice President-National Sales Manager, a National Operations Manager, three to four Regional Sales Managers, sixteen to eighteen District Sales Managers and four to six Area Sales Managers. The National Sales Manager and National Operations Manager provide assistance to the Director of Stores in supervision of the Regional Sales Managers, while the Regional Sales Managers have direct supervision responsibility of the District and Area Sales Managers. Each District and Area Sales Manager supervises multiple store locations. Area Sales Managers are in training for District Sales Manager status and generally supervise less stores in a smaller territory. District and Area Sales Managers have primary responsibility for assisting individual store managers in meeting established sales goals, and carrying out merchandise presentation, staffing, training and expense-control programs established by headquarters. Management is continually reviewing its supervisory structure with the intent of improving the performance of individual stores and store managers. 11 MANAGEMENT INFORMATION SYSTEMS The Company's current management information systems are based on an IBM AS400 and numerous Windows NT networks located at the home office in Ft. Myers, which provide a full range of retail, catalog, Internet, financial and merchandising information systems, including purchasing, inventory distribution and control, sales reporting, accounting, warehousing and merchandise management using Island Pacific, STS Marketworks, JDA's Arthur software products, and Mozart by Commercialware. All Chico's stores utilize point of sale cash register computers, which are polled nightly to collect store-level sales data and inventory receipt and transfer information for each item of merchandise, including information by item, style, color and size. Management evaluates this information, together with its weekly reports on merchandise shipments to the stores, to analyze profitability, formulate and implement company-wide merchandise pricing decisions, assist management in the scheduling and compensation of employees (including the determination of incentives earned) and, most importantly, to implement merchandising decisions regarding needs for additional merchandise, allocation of merchandise, future design and manufacturing needs and movement of merchandise from front-line stores to Chico's outlet stores. During the first six months of 2001, the Company intends to replace its in-house developed, DOS-based, cash register systems with a cash register using a Windows NT platform in a wide area network and using the CRS Retail Systems software used by many other retailers. It is anticipated this new register will improve customer service, reporting, training and overall functionality, including allowing the Company to integrate all three channels of distribution and allowing the use of computer-based training to complement its existing training programs. Over the past several months, the Company successfully installed this CRS system in over 50 stores throughout the United States. The Company anticipates it will roll out the new register systems to the rest of the Company-owned stores over the next six months. In fiscal 2001/2002, the Company will also be installing JDA's Arthur software system to assist in merchandise planning and allocation. In fiscal 1998/1999, the Company acquired sophisticated database marketing software from STS Systems, Inc. to keep track of its Passport Club purchases and to assist in analyzing merchandise selling within certain customer demographics. This system became fully operational in fiscal 1999/2000. In addition, during fiscal 2000/2001 the Company installed the Mozart software from Commercialware to manage its catalog and Internet activities. It is anticipated that the Company will be evaluating a change in its warehouse management software in 2001. The Company is committed to an ongoing review and improvement of its information systems to enable the Company to obtain useful information on a timely basis and to maintain effective financial and operational controls. This review includes testing of new products and systems to assure that the Company is able to take advantage of technological developments. MERCHANDISE DISTRIBUTION New merchandise is generally received several times per week at the Company's distribution center in Ft. Myers, Florida. Merchandise from the United States vendors is trucked to Ft. Myers or arrives by air as the circumstances require. Most of the merchandise from foreign vendors arrives in this country via air (and occasionally by sea) at Miami, Florida, and is transported via truck to Ft. Myers. After arrival at the distribution center, merchandise is sorted and packaged for shipment to individual stores. Merchandise is generally pre-ticketed with price and all other tags at the time of manufacture. Over the past several years, the Company found it necessary to rely more heavily on air shipments in order to keep its stores supplied with merchandise, thus impacting the cost of obtaining merchandise and the gross profit margins. However, until the Company is able to address its merchandising challenges to implement stronger lines of communication and controls, it is likely that air shipments may still need to 12 be relied upon for much of the Company's merchandise supply. The Company's plan is to improve its scheduling and distribution systems so as to reduce the need to rely as heavily on air transportation to obtain merchandise. The Company's distribution center is automated, thus generally permitting turnaround time between distribution center receipt of merchandise and arrival at Chico's stores to average approximately 24 to 48 hours for its Florida stores and two days to a week for its other stores. In an attempt to ensure a steady flow of new merchandise, the Company ships merchandise continuously to its stores. The Company uses common carriers, such as United Parcel Service and Burlington Air, for most shipments to its stores. The Company has allocated sufficient space in its headquarters facility to permit fulfillment of mail order and Internet sales directly from its distribution center. The Company intends to continue fulfilling these orders from its distribution center. The Company began to evaluate its distribution space needs for the short and long term in fiscal 2000/2001. Based on this initial study performed by an outside consulting firm, the Company has decided to lease an additional 19,400 square feet of distribution space adjacent to its property. In addition, the Company has decided it will restructure its physical distribution operations, and evaluate acquiring a new software package to improve productivity. Over the long term, the Company is evaluating whether its distribution needs can be met by continuing to maintain all, or some, of its distribution facilities in Ft. Myers and whether establishing distribution facilities in other locations may be advisable. The capacity of the Company's distribution center, with the above committed changes, should be sufficient, in the opinion of management, to service the Company's needs for at least two years of future growth. The Company is committed to review its facilities in fiscal 2001/2002 to properly address its long term distribution needs. MERCHANDISE DESIGN AND PRODUCT DEVELOPMENT The Company's private label clothing is developed through the coordinated efforts of the Company's merchandising, creative and product development departments. Style, pattern, color and fabric for individual items of the Company's private label clothing are developed based upon historical sales data, anticipated future sales and perceived current and future fashion trends that will appeal to Chico's target customer. The Company's creative and product development departments report to Tedford G. Marlow, Executive Vice President and Patricia A. Murphy, Senior Vice President--General Merchandise Manager and are headed up by Linda Costello, Director of Product Development, and Janet C. Ydavoy, Vice President, Production and Sourcing. Patricia A. Murphy, the Company's Senior Vice President-General Merchandise Manager, also has the responsibility of overseeing and coordinating the buying, planning, and allocation of merchandise. The creative and product development teams develop the Company's in-house designs and design modifications. In addition to selecting distinctive patterns and colors, the Company's product development teams are particularly attentive to the design and specification of clothing style, construction, trim and fabric treatment. The Company believes this attention to design detail assists in distinguishing Chico's clothing and strengthening the customer's perception of quality and value. Although the Company develops merchandise for specific seasons, the product development efforts are a constant process which result in the continual introduction of new merchandise in the Company's front-line stores. This continual process supports the Company's merchandising and inventory strategy, and serves to reduce somewhat the Company's exposure to fashion risk. The Company has historically purchased most of its clothing and accessories from companies that manufacture such merchandise in foreign countries except for the "cut and sew" operations described 13 below. The Company does business with all of its foreign vendors and importers in United States currency, often supported through letters of credit. Clothing manufacturers utilize the designs and specifications provided by the Company through its CAD programs. Except for certain U.S. based "cut and sew" operations, the Company generally does not purchase and supply the raw materials for its clothing, leaving the responsibility for purchasing raw materials with the manufacturers. Since late 1997, the Company has been buying specialized cloth and providing the cloth to domestic "cut and sew" manufacturers in the United States who are engaged by the Company to make the specified designs and styles. The Company anticipates it is likely to continue this practice in the future. Currently, the Company contracts with approximately 25 to 30 apparel vendors, 60 to 75 accessory vendors, several fabric suppliers and several "cut and sew" vendors. Over the past several years, there has been a significant shift from vendors in Turkey and Guatemala to vendors in China, India and the United States. However, because of certain perceived lower sourcing costs that can be associated with the Company's vendors in various parts of the world and certain other long term uncertainties presented by such vendor relationships, the Company intends to continue to redirect a portion of its sourcing activities towards new vendors in China, India, Mexico and other areas. In the current period, United States sources (including the cost of fabric and "cut and sew" vendors) accounted for approximately 50% of the Company's purchases, China sources accounted for approximately 23% of the Company's purchases, India sources accounted for approximately 12% of overall purchases, and Turkey sources accounted for approximately 10% of overall purchases, while Indonesia, Japan, Mexico, Peru and other sources, in the aggregate, amounted to under 5% of overall purchases. In fiscal 2001/2002, the Company expects sourcing from China could become 30 to 40% of overall purchases, while vendors in Turkey can be expected to continue to provide approximately 10 to 15% of total purchases. Purchases from vendors in India are likely to grow to 15 to 20% of total purchases, while United States vendors are expected to decrease as a percentage of overall purchases. Although there are no manufacturers that produced more than 10% of the Company's merchandise during the last fiscal year, the Company has contracted with one intermediary vendor that accounted for 36% of the Company's purchases (including all fabric and labor) during the last fiscal year through separate subcontracts with seven "cut and sew" factories in the United States. With respect to purchases made through this intermediary, the Company, for the most part, purchases the necessary specialized cloth and then coordinates with this intermediary who arranges for various independent United States "cut and sew" manufacturers to make the specified designs and styles. Although the Company believes that its relationship with this particular intermediary is good, there can be no assurance that this relationship can be maintained in the future or that the intermediary will continue to be available to coordinate and facilitate production and supply of merchandise. If there should be any significant disruption in the supply of merchandise through this intermediary in particular, management believes that it can successfully implement its contingency plans so as to continue to secure the required volume of product. Nevertheless, there is some potential that any such disruption in supply could have a short term material adverse impact, and possibly even a longer term material adverse impact, on the Company's operations. As with most apparel importers, the Company has infrequently experienced certain difficulties with the quality and timeliness of delivery of merchandise manufactured overseas. Although the Company has been sensitive to quality control and has taken certain steps to better control the quality of merchandise secured from foreign vendors, there can be no assurance that the Company will not experience problems in the future with matters such as quality or timeliness of delivery. If political instability, economic instability, natural disasters or other factors in a foreign country in which merchandise is produced for the Company disrupt, curtail or otherwise impact overseas production, or curtail delivery of such merchandise to the United States, the Company's operations could be materially and adversely affected. 14 The Company has no long-term or exclusive contracts with any manufacturer or supplier and competes for production facilities with other companies offering clothing and accessories utilizing similar manufacturing processes. Although the Company believes that its relationships with its existing vendors are good, there can be no assurance that these relationships can be maintained in the future. If there should be any significant disruption in the delivery of merchandise from one or more of its current key vendors, management believes there would likely be a material adverse impact on the Company's operations. Also, the Company is in the process of developing relationships with several new vendors in India, and other countries. Although the Company has investigated the past performance of these vendors and has inspected factories and sample merchandise, there can be no assurance that the Company will not experience delays or other problems with these new sources of supply. New relationships often present a number of uncertainties, including payment terms, cost of manufacturing, adequacy of manufacturing capacity, quality control, timeliness of delivery and possible limitations imposed by trade restrictions. Although management believes it could establish satisfactory relationships with other new vendors if required to do so, any such further new relationships would involve similar uncertainties. IMPORTS AND IMPORT RESTRICTIONS Although Chico's has shifted a significant portion of its manufacturing of clothing to United States manufacturers, a majority of Chico's clothing and accessories are likely to be manufactured outside of the United States. As a result, the Company's business remains subject to the various risks of doing business abroad and to the imposition of United States customs duties. In the ordinary course of its business, the Company may from time to time be subject to claims by the United States Custom Service for tariffs, duties and other charges. Imports from Turkey, Hong Kong, China, India, Mexico, Japan and Peru currently all receive the preferential tariff treatment that is accorded goods from countries qualifying for normal trade relations status ("NTR"), formerly known as most favored nation status. If the NTR status of any of these countries were to be lost and the merchandise purchased by the Company were then to enter the United States without the benefit of NTR treatment or subject to retaliatory tariffs, it would be subject to significantly higher duty rates. Increased duties, whether as a result of a change in NTR status or any overall change in foreign trade policy, could have a material adverse effect on the cost and supply of merchandise from these countries. Although Chico's expects NTR status to continue for the countries where its principal vendors are located, the Company cannot predict whether the U.S. Government will act to remove NTR status for any of the countries or impose an overall increase in duties on foreign made goods. The NTR status for China has in the past been subject to an annual review, and this annual review has generated considerable debate. On October 10, 2000, then-President Clinton signed legislation that would eliminate the need for this annual review and establish permanent NTR status between the United States and China. However, such permanent NTR status will go into effect only after China finalizes its accession protocol with the World Trade Organization ("WTO"). The Company cannot provide assurance that this will occur or when it will occur. In addition, the U.S. and China recently have been involved in a dispute concerning a U.S. intelligence-gathering aircraft forced to land in Chinese territory, and this dispute has led members of Congress to introduce legislation that would repeal NTR status for China, notwithstanding its possible accession to the WTO. The countries' disagreements continue to be unresolved, and the Company cannot predict whether the pending NTR repeal legislation will be pursued. Even assuming amicable resolution of the countries' present dispute and the accession of China into the WTO, future diplomatic tension could again result in pressure to repeal China's NTR status. The import of the Company's clothing and some of its accessories is also subject to constraints imposed by bilateral textile agreements between the United States and a number of foreign 15 jurisdictions. These agreements impose quotas that limit the amount of certain categories of clothing that can be imported from these countries into the United States. The bilateral agreements through which quotas are imposed have been negotiated under the framework established by the Arrangement Regarding International Trade, known as the "Multifiber Arrangement." In 1994, the member-countries of the International Trade Organization completed the Uruguay Round of trade negotiations of the General Agreement on Tariffs and Trade and the Agreement was approved by the United States Congress. This pact, as it applies to textiles, which is now known as the WTO Agreement on Textiles and Clothing (the "ATC"), was implemented on January 1, 1995 and, as a result, the Multifiber Arrangement is being phased out over a period of ten years, thus eliminating many of the existing restrictions on the Company's ability to import Chico's merchandise, including quotas. The ATC could have an impact on the Company's sourcing strategy as the Multifiber Arrangement phases out. The Company cannot accurately assess at this time how the ATC will affect its financial results and operations or whether there might be other arrangements added in the future which impose other types of restrictions on imports of apparel and related accessories. In recent years, the Company's imports from countries subject to the Multifiber Arrangement have all fallen within the applicable quota limits. There can be no assurance that, as long as the quotas remain in effect, the Company's vendors will be able to continue to secure sufficient quotas for shipments to Chico's or will continue to allocate to Chico's a sufficient portion of their respective quotas. The Omnibus Trade and Competitiveness Act of 1988 added a new provision to the Trade Act of 1974 dealing with intellectual property rights. This provision, which is commonly referred to as "Special 301" and which remains effective even following the approval of the ATC, directed the United States Trade Representative (the "USTR") to designate those countries that deny adequate and effective intellectual property rights or fair and equitable market access to United States firms that rely on intellectual property. From the countries designated, the USTR is to identify as "priority" countries those where the lack of intellectual property rights protection is most egregious and has the greatest adverse impact on United States products. The USTR is to identify and investigate as priority foreign countries only those that have not entered into good faith negotiations or made significant progress in protecting intellectual property. Where such an investigation does not lead to a satisfactory resolution of such practices, through consultations or otherwise, the USTR is authorized to take retaliatory action, including the imposition of retaliatory tariffs and import restraints on goods from the priority foreign country. Under Special 301, the USTR has also created a two-tier "watch list" that requires the country so listed to make progress on intellectual property protection reform or risk designation as a priority foreign country. Countries named on the first tier of the watch list, i.e., the priority watch list, are requested to make progress in certain areas by specific dates. Countries named to the second tier, i.e., the secondary watch list, are asked to improve their intellectual property protection efforts. As of April 6, 2001, of the countries where the Company's existing or planned key vendors have manufacturing operations or suppliers, none was a priority foreign country. Turkey, India and Peru were on the priority watch list and Mexico was on the secondary watch list. In addition, Super 301 (an even more powerful portion of Special 301) was revived in 1999. Super 301 requires the administration to identify and investigate annually foreign trade practices that do the most harm in blocking U.S. exports. This identification is intended to be followed by negotiations backed with the threat of sanctions. India has recently been subject to Super 301 review for certain tariff practices relating to textiles. The USTR has pledged to "take appropriate action as necessary" to address the areas of concern raised by the Super 301 review, but the Company cannot predict whether any further action will be taken by the USTR against India or whether any such action would affect the Company's relationships with its vendors in India. The USTR has also relied upon Super 301 to review 16 certain of Mexico's customs valuation practices, and has concluded that those practices violate international agreements. The USTR has requested bilateral consultations with the Mexican government in order to seek changes that would bring the disputed policies into compliance with the international agreements alleged to have been violated. The Company cannot predict whether any further action will be taken by the USTR against Mexico or whether any such action would affect the Company's relationships with its vendors in Mexico. As of April 6, 2001, none of the other countries where the Company's existing or planned key vendors have manufacturing operations has been cited under Super 301. China continues to be monitored under a related provision of the Trade Act of 1974, section 306. The United States Trade Representative will be in a position to impose sanctions if China fails to adequately enforce existing bilateral agreements concerning intellectual property rights. Of countries where the Company's existing or planned key vendors have manufacturing operations, Turkey, India, Indonesia and Peru have enjoyed Designated Beneficiary Developing Country ("DBDC") status under the Generalized System of Preferences ("GSP"), a special status that is granted by the United States to developing nations. DBDC status allows certain products imported from those countries to enter the United States under a reduced rate of duty. In order to maintain that status, the countries are required to meet several criteria. The GSP will expire by its terms on September 30, 2001. Although the USTR and key members of Congress have expressed support for extension of the GSP program, no bill extending the GSP program has been introduced in Congress, and the likelihood of this extension is uncertain. The Company cannot predict whether any of the foreign countries in which its clothing and accessories are currently manufactured or any of the countries in which the Company's clothing and accessories may be manufactured in the future will be subject to these or other import restrictions by the United States Government, including the likelihood, type or effect of any trade retaliation. Trade restrictions, including increased tariffs or more restrictive quotas, or both, applicable to apparel items could affect the importation of apparel generally and, in that event, could increase the cost or reduce the supply of apparel available to the Company and adversely affect the Company's business, financial condition and results of operations. The Company's merchandise flow may also be adversely affected by political instability in any of the countries in which its goods are manufactured, significant fluctuation in the value of the U.S. dollar against applicable foreign currencies and restrictions on the transfer of funds. ADVERTISING AND PROMOTION The marketing program for the Company currently consists of the following integrated components: - The Passport program (see page 5) - Direct mailer/catalogs - National print and TV advertising - Internet and direct phone sales - Outreach programs Chico's historically has not allocated significant resources to mass media advertising other than direct mail. Chico's has preferred instead to attract customers through its direct mail programs (which began in 1997), word-of-mouth advertising, its general reputation, its relaunched Passport Club and the visual appeal of its stores and window presentations of its merchandise. Chico's sales associates promote this often by making personal telephone calls to existing customers informing them about new 17 merchandise. Over the past several years the Company increased its use of brochures, catalogs and other merchandise image pieces mailed to customers and made available at Chico's stores. In September 1999, an integrated marketing program was initiated with store mailers and national print advertising reinforcing each other. The Passport program database was expanded with inquiries from advertising prospect mailings and signup drives in the stores. The mailers were successful in pushing traffic into the stores and this program was expanded in the fiscal year ended February 3, 2001. The Chico's customers maintained in the database currently receive an average of one mailer per month. The national print ad program currently focuses on magazines that have produced the best response rates for Chico's measured by inquiries over the telephone and the Company's website. A regional and national test of television ads was conducted in the first quarter of the current fiscal year with a strong response. The Company plans a second test in April 2001, with more television advertising presence thereafter if the strong results continue. Internet and telephone sales began in late May of 2000 and forecast internal sales budgets were exceeded. The Company's website was expanded to include over 400 items in January 2001, and Internet and telephone sales dramatically increased. The Company had been anticipating direct sales (catalog and Internet) of $7.5 million in the current fiscal year. Chico's is ahead of its monthly forecast as of April 16, 2001, with March 2001 being the first month to experience in excess of $1 million shipped. The Company's web presence and call center also take in thousands of store location and catalog request inquiries per week. In the year ended February 3, 2001, Chico's received over 120,000 catalog requests, most stemming from national ads. Each component of the marketing program supports and reinforces the other. The Company anticipates 13 million catalogs or mailers, together with national print, television ads, and web presence will be part of a marketing budget that will be between 3% and 3.5% of net sales in the fiscal year ended February 2, 2002. Chico's also places additional emphasis on what it refers to as its "outreach programs." Chico's outreach programs include, among other events, fashion shows and wardrobing parties that are organized and hosted by Chico's store managers and sales associates. As part of these outreach programs, the Company also encourages Chico's managers and sales associates to become involved in community projects. The Company has found its outreach programs are effective in providing introductions to new customers. The Company believes that these programs are effective marketing vehicles and it has developed programs to help its store level employees use these programs. COMPETITION The women's retail apparel business is highly competitive and has become even more competitive in the past several years. Chico's stores compete with a broad range of national and regional retail chains, including other women's apparel stores, department stores and specialty stores, as well as local retailers in the areas served by individual Chico's stores, all of which sell merchandise generally similar to that offered in Chico's stores. Even discount department stores have begun to carry merchandise which is designed to compete for the consumers that historically have been the Company's target customer. Although management believes that there is limited direct competition for Chico's merchandise largely because of the distinctive nature of Chico's stores and merchandise, the retailers that are believed to most directly compete with Chico's stores in many of the same local market areas are the mid-to-high end department stores including Nordstrom's, Dillards, Neiman-Marcus and Saks Fifth Avenue and specialty stores which include The Gap, Talbots, J. Jill, The Limited and Banana Republic as well as local boutique retailers in the areas served by individual Chico's stores. The number of competitors and the level of competition facing Chico's stores varies by the specific local market area served by individual Chico's stores. The Company believes that the distinctive designs of Chico's casual clothing and accessories which provide good value, their exclusive availability at Chico's stores, the Company's emphasis on 18 personalized service and customer assistance, and the locations of its stores are the principal means by which the Company competes. The Company's performance is impacted by the fact that many of the Company's competitors are significantly larger and have substantially greater financial, marketing and other resources and enjoy greater national, regional and local name recognition than does the Company. It should also be noted that while the Company believes it also competes effectively for favorable site locations and lease terms, competition is intense for prime locations within upscale shopping districts and high-end malls, and women's apparel stores have tended to oversaturate these prime locations. EMPLOYEES As of February 3, 2001, the Company employed approximately 2,750 persons, approximately 45% of whom were full-time employees and approximately 55% of whom were part-time employees. The number of part-time employees fluctuates during peak selling periods. As of the above date, 89% of the Company's employees worked in Chico's stores, Chico's Outlet stores and in direct field supervision, 2% worked in the distribution center and 9% worked in corporate headquarters and support functions. The Company has no collective bargaining agreements covering any of its employees, has never experienced any material labor disruption and is unaware of any efforts or plans to organize its employees. The Company contributes part of the cost of medical and life insurance coverage for eligible employees and also maintains a 401(k), stock option plan and stock purchase plan. All employees also receive substantial discounts on Company merchandise. The Company considers relations with its employees to be good. TRADEMARKS AND SERVICE MARKS The Company is the owner in the United States of the trademarks "CHICO'S", "Passport" and "MAPS", each of which is registered with the United States Patent and Trademark Office. Each of the registrations has a term of 10 years (expiring in 2009, 2010 and 2009, respectively) and is renewable indefinitely if the mark is still in use at the time of renewal. The Company has also applied for trademarks in the United States on its "Goddess" collections, and in Canada for all of its marks. In the opinion of management, the Company's rights in the marks are important to the Company's business. This is particularly the case for the "CHICO'S" and "Passport" marks because these marks are well known by Chico's customers. Accordingly, the Company intends to maintain its marks and the related registrations. The Company is not aware of any claims of infringement or other challenges to the Company's right to use its marks in the United States. ITEM 2. PROPERTIES STORES Chico's stores are located throughout the United States, with a significant concentration in Florida, California, Texas and the northeast United States. As a matter of policy, the Company prefers to lease its stores and all of the Chico's and Chico's Outlet stores currently operated by the Company are leased. Lease terms typically range from three to ten years and approximately 44% contain one or more renewal options. Historically, the Company has exercised most of its lease renewal options. Almost 80% of the leases have percentage rent clauses which require the payment of additional rent based on the store's net sales in excess of a certain threshold. The following table, which covers all of the 244 Company-owned stores existing as of April 20, 2001, sets forth (i) the number of leases that will expire each year if the Company does not exercise 19 renewal options and (ii) the number of leases that will expire each year if the Company exercises all of its renewal options (assuming in each case the lease is not otherwise terminated by either party pursuant to any other provision thereof):
LEASES EXPIRING EACH YEAR LEASES EXPIRING EACH YEAR FISCAL YEAR ENDING IF NO RENEWALS EXERCISED IF ALL RENEWALS EXERCISED - ------------------ ------------------------- ------------------------- February 2, 2002................. 19 11 February 1, 2003................. 19 11 January 31, 2004................. 21 14 January 29, 2005 and thereafter..................... 185 208
DISTRIBUTION CENTER AND HEADQUARTERS The Company's World Headquarters, which is located on approximately 27 acres in Ft. Myers, Florida, was completed and opened in September 1994 and consists of a distribution center, and corporate and administrative headquarters. In the current period, the Company opened a 32,000 square foot addition to its existing corporate and administrative offices. The combined facilities comprise approximately 147,000 square feet, consisting of approximately 75,000 square feet for distribution and approximately 77,000 square feet for administrative purposes, its call center facilities and its design offices including pattern making, sewing and sampling activities. In addition, the Company has subsequent to the fiscal year end, leased an additional 19,400 square feet of distribution space as more fully described on page 13. The original construction cost of the combined corporate headquarters and distribution center was approximately $9.6 million, which includes the $1.3 million purchase price for the land. Further, the Company spent approximately $1.6 million for distribution center equipment, software and furnishings. The cost of the addition opened in the current period was approximately $5.0 million, including approximately $800,000 in fixtures for the new facility. Currently, certain assets of the Company's World Headquarters secure a $5.2 million mortgage loan that matures in 2003. The capacity of the Company's distribution center, after taking into account the changes and additional leased space more fully described on page 13, should be sufficient, in the opinion of management, to service the Company's needs for at least two years of future growth. The Company is committed to review its facilities in fiscal 2001/2002 to properly address its long term distribution needs. ITEM 3. LEGAL PROCEEDINGS Chico's is not a party to any legal proceedings, other than various claims and lawsuits arising in the normal course of the Company's business, which the Company believes should not have a material adverse effect on its financial condition or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS None. 20 ITEM A. EXECUTIVE OFFICERS OF THE COMPANY The following table sets forth certain information regarding the Company's existing executive officers:
YEARS WITH NAME AGE COMPANY POSITIONS - ---- -------- ---------- ------------------------------------------------------ Marvin J. Gralnick... 66 17 Chief Executive Officer, President, Chairman of the Board and Director Helene B. Gralnick... 53 17 Senior Vice President-Design and Concept and Director Charles J. Kleman.... 50 12 Executive Vice President-Finance, Chief Financial Officer, Secretary/Treasurer and Director Scott A. Edmonds..... 43 7 Chief Operating Officer and Assistant Secretary Mori C. MacKenzie.... 50 5 Vice President-Director of Stores Patricia A. Murphy... 57 3 Senior Vice President-General Merchandise Manager Tedford G. Marlow.... 48 -- Executive Vice President-Merchandising, Marketing and Product Development
Marvin J. Gralnick, together with his wife, Helene B. Gralnick, founded Chico's in December 1983. He served the Company as its Chief Executive Officer until September 1993, at which time Jeffrey J. Zwick succeeded Mr. Gralnick in this position. In connection with the resignation of Jeffrey J. Zwick as Chief Executive Officer, President and a director of the Company in November 1994, Mr. Gralnick and Ms. Gralnick returned to the Company on a full time basis to head up merchandise design, marketing and image for the Company. In February 1995, Mr. Gralnick re-assumed the role of Chief Executive Officer and in March 1997 re-assumed the position of President following the departure of Melissa Payner. In addition, Mr. Gralnick continues to serve as Chairman of the Board and as a director. Mr. Gralnick served as President from the Company's founding until 1990 when he became Chairman of the Board and was given the official title of Chief Executive Officer. Mr. and Ms. Gralnick's vision and creative talents led the development and evolution of the Company's philosophy and the design and feel of Chico's merchandise and Chico's stores through September 1, 1993 and since November 1994 have continued to lead the Company in this regard. Helene B. Gralnick was a co-founder of Chico's, together with her husband, Marvin J. Gralnick, and has served the Company in various senior executive capacities throughout its history. She was first elected Vice President/Secretary in 1983. Ms. Gralnick was elected as Senior Vice President- Merchandise Concept in 1992. In September 1993, Ms. Gralnick stepped down from all officer positions with the Company. In connection with the November 7, 1994 resignation of Jeffrey J. Zwick as Chief Executive Officer, President and a director of the Company, Ms. Gralnick, together with Mr. Gralnick, returned to the Company on a full time basis to head up merchandise design, marketing and image for the Company. In February 1995, Ms. Gralnick was elected as Senior Vice President-Design and Concept. In addition, she continues to serve as a director of the Company. Charles J. Kleman has been employed by Chico's since January 1989, when he was hired as the Company's Controller. In 1991, he was elected as Vice President/Assistant Secretary. In 1992, Mr. Kleman was designated as the Company's Chief Financial Officer. In September 1993, he was elected to the additional position of Secretary/Treasurer, served as Senior Vice President-Finance from January 1996 through November 1996 and effective December 1996, was promoted to the position of Executive Vice President-Finance. Prior to joining Chico's, Mr. Kleman was an independent accounting consultant in 1988, and from 1986 to 1988 Mr. Kleman was employed by Electronic Monitoring & Controls, Inc., a manufacturer and distributor of energy management systems, as its Vice President/ Controller. Prior to 1986, Mr. Kleman was employed by various independent certified public accounting firms, spending over four years of that time with Arthur Andersen & Co. Mr. Kleman is responsible for 21 accounting, financial reporting, management information systems, investor relations and overall management of the distribution center. Scott A. Edmonds has been employed by Chico's since September 1993, when he was hired as Operations Manager. In February 1994, he was elected to the position of Vice President-Operations and effective January 1, 1996 he was promoted to the position of Senior Vice President-Operations. In February 2000, Mr. Edmonds was further promoted to Chief Operating Officer. Mr. Edmonds is responsible for human resources, store development and operations, store leasing and maintenance, franchise operations, and management of the general headquarters activities. From March 1985 until September 1993, he was President/General Manager of the Ft. Myers branch of Ferguson Enterprises, Inc., an electric and plumbing wholesaler. Mori C. MacKenzie has been with the Company since October 1995, when she was hired as the Director of Stores. In June 1999, she was elected Vice President-Director of Stores. Ms. MacKenzie is responsible for store and field operations management, hiring and training. From January 1995 until October 1995, Ms. MacKenzie was the Vice President of Store Operations for Canadians Corporation. From August 1994 until December 1994, she was the Vice President of Store Development for Goody's Family Clothing. From April 1992 until August 1994, Ms. MacKenzie was the Vice President of Stores for United Retail Group ("URG") and from August 1991 until April 1992 she was employed by Conston Corporation, a predecessor of URG. In addition, Ms. MacKenzie was Vice President-Stores for Park Lane from November 1987 until July 1991, and was Regional Director of Stores for the Limited, Inc. from June 1976 until October 1987. Patricia A. Murphy has been with the Company since September 1997, when she was hired as the Senior Merchant. In April 1998, she was promoted to the position of General Merchandise Manager, in June 1999 she was promoted to Vice President-General Merchandise Manager and in August 2000 was promoted to Senior Vice President-General Merchandise Manager. Ms. Murphy is principally responsible for the buying, planning and distribution activities associated with procurement of merchandise. From February 1987 until September 1997, Ms. Murphy was Vice President of Merchandising and Director of Fashion for Doncaster and from October 1985 until February 1987 was Merchandiser and National Sales Manager for Caribou Sportswear. From 1981 until 1985, she held various positions including Divisional Merchandise Manager and Director of Fashion Coordination for Lane Bryant, a division of the Limited. Tedford G. Marlow joined the Company in September 2000 as Executive Vice President-Merchandising, Marketing and Product Development. From December 1998 to September 2000, he was Senior Vice President, Product Development and a member of the Executive Committee of Saks Fifth Avenue. Previously, Mr. Marlow spent over seven years at The Limited, from July 1991 to July 1995 as Executive Vice President & General Merchandise Manager of Structure, and from February 1995 to December 1998 as President and Chief Executive Officer of Henri Bendel in New York. Mr. Marlow has also held various senior merchandising positions with AX/Armani Jeans, Marshall Field's and Neiman Marcus. Marvin J. Gralnick and Helene B. Gralnick are husband and wife. None of the other executive officers or directors are related to one another. There are no arrangements or understandings pursuant to which any officer was elected to office. Executive officers are elected by and serve at the discretion of the Board of Directors. 22 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS On April 11, 2001, the Company's Common Stock began trading on the New York Stock Exchange under the new symbol "CHS". The Company's Common Stock had previously been traded on the Nasdaq National Market System under the symbol "CHCS". The high and low prices per share, as adjusted for the stock split payable on January 14, 2000, of the Company's Common Stock for each quarterly period for the last two years are set forth in the Company's 2000/2001 Annual Report to Stockholders and are incorporated herein by reference. The prices are not further adjusted for the additional stock split announced by the Company on April 19, 2001 and expected to be distributed on May 16, 2001. On April 16, 2001 the last reported sale price of the Common Stock on the NYSE was $38.30 per share. The Company does not intend to pay any cash dividends for the foreseeable future and intends to retain earnings, if any, for the future operation and expansion of the Company's business. Any determination to pay dividends in the future will be at the discretion of the Company's Board of Directors and will be dependent upon the Company's results of operations, financial condition, contractual restrictions and other factors deemed relevant by the Board of Directors. The Company's existing credit facilities contain restrictions on the payment of cash dividends on the Common Stock. Under the provisions of the credit facilities, dividends will be prohibited to the extent such aggregate dividends would cause the Company's tangible net worth to fall below $65 million. The approximate number of equity security holders of the Company is as follows:
NUMBER OF RECORD HOLDERS TITLE OF CLASS AS OF APRIL 16, 2001 - -------------- ------------------------ Common Stock, par value $.01 per share................ 407
23 ITEM 6. SELECTED FINANCIAL DATA Selected Financial Data at the dates and for the periods indicated should be read in conjunction with, and is qualified in its entirety by reference to the financial statements and the notes thereto referenced elsewhere and incorporated in this Annual Report on Form 10-K.
FISCAL YEAR ENDED ----------------------------------------------------------------------------- FEBRUARY 3, JANUARY 29, JANUARY 30, JANUARY 31, FEBRUARY 1, 2001 2000 1999 1998 1997 (53 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (53 WEEKS) ------------- ------------- ------------- ------------- ------------- (IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING) OPERATING STATEMENT DATA: Net sales by company stores.......... $254,824 $152,474 $104,981 $73,597 $62,318 Net sales to franchisees (1)......... 4,622 2,528 1,761 1,742 1,755 -------- -------- -------- ------- ------- Net sales.......................... 259,446 155,002 106,742 75,339 64,073 Cost of goods sold (2)............... 108,671 64,950 44,197 33,240 26,713 -------- -------- -------- ------- ------- Gross profit....................... 150,775 90,052 62,545 42,099 37,360 General, administrative and store operating expenses................. 105,412 65,246 47,411 37,185 33,738 -------- -------- -------- ------- ------- Income from operations............... 45,363 24,806 15,134 4,914 3,622 Interest income (expense), net....... 409 177 (151) (372) (404) -------- -------- -------- ------- ------- Income before taxes................ 45,772 24,983 14,983 4,542 3,218 Provision for income taxes........... 17,393 9,494 5,844 1,772 1,287 Net income......................... $ 28,379 $ 15,489 $ 9,139 $ 2,770 $ 1,931 ======== ======== ======== ======= ======= Basic net income per share (3)....... $ 1.64 $ .91 $ .56 $ .18 $ .12 ======== ======== ======== ======= ======= Diluted net income per share (3)..... $ 1.56 $ .88 $ .54 $ .17 $ .12 ======== ======== ======== ======= ======= Weighted average shares outstanding- diluted (3)........................ 18,148 17,681 17,060 16,066 15,952 ======== ======== ======== ======= ======= SELECTED OPERATING DATA: Company stores at period end (4)..... 239 191 154 132 123 Franchise stores at period end (4)... 11 9 8 9 10 -------- -------- -------- ------- ------- Total stores at period end (5)....... 250 200 162 141 133 ======== ======== ======== ======= ======= Average net sales per net selling store (in thousands) (5)........... $ 1,200 $ 904 $ 745 $ 578 $ 523 Average net sales per net selling square foot at company stores (5)................................ $ 809 $ 675 $ 574 $ 449 $ 396 Percentage increase (decrease) in comparable company store net sales.............................. 34.3% 23.3% 30.3% 10.7% (1.3)% Balance Sheet Data (at year end): Total assets......................... $117,807 $ 70,316 $ 49,000 $34,472 $31,248 Stockholders' equity................. 85,321 52,641 34,303 21,456 18,021 Debt and lease obligations, less current maturities................. 7,158 6,839 6,713 6,703 7,008 Working capital...................... $ 25,459 $ 26,389 $ 19,852 $ 8,970 $ 6,585
- ------------------------------ (1) Includes franchisee fees of under $10,000 in certain fiscal years. (2) Cost of goods sold includes distribution and design costs, but does not include occupancy cost. (3) Restated to give retroactive effect for the 2 for 1 stock split payable in January 2000 but not restated to reflect the 3 for 2 stock split announced by the Company on April 19, 2001 and expected to by distributed on May 16, 2001. (4) For information concerning stores opened, acquired, sold and closed, see "Business--Store Locations." (5) Average net sales per company store and average net sales per net selling square foot of company stores are based on net sales of stores that have been operated by the Company for the full year. For the years ended 2/1/97 and 2/3/01, average net sales per Company store and average net sales per selling square foot of Company stores have been adjusted to exclude the effect of the fifty-third week. 24 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A discussion and analysis of the financial condition and results of operations for the specified fiscal periods through February 3, 2001 is set forth under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2000/2001 Annual Report to Stockholders and is incorporated herein by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by this Item is set forth under the heading "Management's Discussion and Analysis of Financial Conditions and Results of Operations" in the Company's 2000/2001 Annual Report to Stockholders and is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial statements and supplementary financial information is set forth under the heading "Financial Statements" in the financial information portion of the Company's 2000/2001 Annual Report to Stockholders and is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information about directors and nominees for director of the Company in the Company's 2000/2001 Annual Meeting proxy statement is incorporated herein by reference. Information about executive officers of the Company is included in Item A. of Part I of this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION Information about executive compensation in the Company's 2000/2001 Annual Meeting proxy statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT The information required by this Item is included in the Company's 2000/2001 Annual Meeting proxy statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this Item is included in the Company's 2000/2001 Annual Meeting proxy statement and is incorporated herein by reference. 25 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) The following financial statements of Chico's FAS, Inc. and the report thereon of Arthur Andersen LLP dated March 5, 2001, which is included in the Company's Annual Report to Stockholders for the fiscal year ended February 3, 2001, are incorporated herein by reference. - Report of Independent Certified Public Accountants. - Consolidated Statements of Income for the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999. - Consolidated Balance Sheets as of February 3, 2001 and January 29, 2000. - Consolidated Statements of Stockholders' Equity for the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999. - Consolidated Statements of Cash Flows for the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999. - Notes to Consolidated Financial Statements. (2) The following Financial Statement Schedules are included herein: Schedules are not submitted because they are not applicable or not required or because the required information is included in the financial statements or the notes thereto. (3) The following exhibits are filed as part of this report (exhibits marked with an asterisk have been previously filed with the Commission as indicated and are incorporated herein by this reference): 2* Agreement and Plan of Merger Dated December 19, 1992, between the Company and Chico's International, Inc. (Filed as Exhibit 2 to the Company's Registration Statement on Form S-1 (File No. 33-58134), as filed with the Commission on February 10, 1993, as amended) 3.1* Amended and Restated Articles of Incorporation, as amended (Filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (Commission File No. 333-44678), as filed with the Commission on August 28, 2000) 3.2* Agreement and Plan of Recapitalization dated February 3, 1993, by and among Marvin J. Gralnick, Helene B. Gralnick, Barry E. Szumlanski, Lynn Mann and Jeffrey Jack Zwick and Chico's FAS, Inc. (Filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 33-70620), as filed with the Commission on October 21, 1993, as amended) 3.3* Amended and Restated By-laws (Filed as Exhibit 3.5 to the Company's Form 10-Q for the quarter ended April 4, 1993, as filed with the Commission on May 18, 1993) 4.1* Amended and Restated Articles of Incorporation, as amended (Filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (Commission File No. 333-44678), as filed with the Commission on August 28, 2000) 4.2* Amended and Restated Bylaws (Filed as Exhibit 3.5 to the Company's Form 10-Q for the quarter ended April 4, 1993, as filed with the Commission on May 18, 1993) 4.3* Form of Common Stock Certificate (Filed as Exhibit 4.5 to the Company's Registration Statement on Form S-1 (File No. 33-58134), as filed with the Commission on February 10, 1993, as amended) 10.1* Employment Agreement between the Company and Marvin J. Gralnick, effective as of February 7, 2000 (Filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended July 29, 2000, as filed with the Commission on September 5, 2000)
26 10.2* Employment Agreement for Helene B. Gralnick, effective as of February 7, 2000 (Filed as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended July 29, 2000, as filed with the Commission on September 5, 2000) 10.3* Employment Agreement for Charles J. Kleman (Filed as Exhibit 10.6.5 to the Company's Form 10-Q for the quarter ended April 4, 1993, as filed with the Commission on May 18, 1993) 10.4* Amendment No. 1 to Employment Agreement between the Company and Charles J. Kleman, effective as of August 21, 2000 (Filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended October 28, 2000, as filed with the Commission on December 8, 2000) 10.5* Employment Agreement for Scott A. Edmonds (Filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended July 2, 1995, as filed with the Commission on August 14, 1995) 10.6* Amendment No. 1 to Employment Agreement between the Company and Scott A. Edmonds, effective as of August 21, 2000 (Filed as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended October 28, 2000, as filed with the Commission on December 8, 2000) 10.7* Employment Agreement for Mori C. MacKenzie (Filed as Exhibit 10.4 to the Company's Form 10-Q for the quarter ended October 1, 1995, as filed with the Commission on November 13, 1995) 10.8* Amendment No. 1 to Employment Agreement between the Company and Mori C. MacKenzie, effective as of August 21, 2000 (Filed as Exhibit 10.3 to the Company's Form 10-Q for the quarter ended October 28, 2000, as filed with the Commission on December 8, 2000) 10.9* Employment Agreement between the Company and Tedford G. Marlow, dated August 28, 2000 (Filed as Exhibit 10.3 to the Company's Form 10-Q for the quarter ended July 29, 2000, as filed with the Commission on September 5, 2000) 10.10* Employment Agreement between the Company and Patricia A. Murphy, effective as of August 21, 2000 (Filed as Exhibit 10.4 to the Company's Form 10-Q for the quarter ended October 28, 2000, as filed with the Commission on December 8, 2000) 10.11 Amendment No. 1 to Employment Agreement between the Company and Patricia A. Murphy, effective as of August 21, 2000 10.12* 1992 Stock Option Plan (Filed as Exhibit 10.7 to the Company's Registration Statement on Form S-1 (File No. 33-58134), as filed with the Commission on February 10, 1993, as amended) 10.13* First Amendment to 1992 Stock Option Plan (Filed as Exhibit 10.13 to the Company's Form 10-K for the year ended January 2, 1994, as filed with the Commission on April 1, 1994) 10.14* 1993 Stock Option Plan (Filed as Exhibit 10.14 to the Company's Form 10-K for the year ended January 2, 1994, as filed with the Commission on April 1, 1994) 10.15* First Amendment to 1993 Stock Option Plan (Filed as Exhibit 10.9 to the Company's Form 10-K for the year ended January 30, 1999, as filed with the Commission on April 28, 1999) 10.16* 1993 Employee Stock Purchase Plan (Filed as Exhibit 10.8 to the Company's Form 10-Q for the quarter ended April 4, 1993, as filed with the Commission on May 18, 1993) 10.17* 1993 Employee Stock Purchase Plan, as amended and restated October 9, 1998 (Filed as Exhibit 10.11 to the Company's Form 10-K for the year ended January 30, 1999, as filed with the Commission on April 28, 1999) 10.18* Third Amendment to Chico's FAS, Inc. 1993 Employee Stock Purchase Plan (Filed as Exhibit 10.12 to the Company's Form 10-K for the year ended January 29, 2000, as filed with the Commission on April 25, 2000)
27 10.19* Fourth Amendment to Chico's FAS, Inc. 1993 Employee Stock Purchase Plan (Filed as Exhibit 10.13 to the Company's Form 10K for the year ended January 29, 2000, as filed with the Commission on April 25, 2000) 10.20* Nonemployee Director's Stock Option Agreement by and between Chico's FAS, Inc., and Verna K. Gibson (Filed as Exhibit 10.14 to the Company's Registration Statement on Form S-1 (File No. 33-70620), as filed with the Commission on October 21, 1993, as amended) 10.21* Form of Nonemployee Director's Stock Option Agreement by and between Chico's FAS, Inc. and Verna K. Gibson (Filed as Exhibit 10.51 to the Company's Form 10-K for the year ended January 1, 1995, as filed with the Commission on April 1, 1995) 10.22* Indemnification Agreement with Marvin J. Gralnick (Filed as Exhibit 10.9.1 to the Company's Form 10-Q for the quarter ended July 4, 1993, as filed with the Commission on August 13, 1993) 10.23* Indemnification Agreement with Helene B. Gralnick (Filed as Exhibit 10.9.2 to the Company's Form 10-Q for the quarter ended July 4, 1993, as filed with the Commission on August 13, 1993) 10.24* Indemnification Agreement with Charles J. Kleman (Filed as Exhibit 10.9.5 to the Company's Form 10-Q for the quarter ended July 4, 1993, as filed with the Commission on August 13, 1993) 10.25* Indemnification Agreement with Verna K. Gibson (Filed as Exhibit 10.9.6 to the Company's Form 10-Q for the quarter ended July 4, 1993, as filed with the Commission on August 13, 1993) 10.26* Indemnification Agreement with Scott A. Edmonds (Filed as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended July 2, 1995, as filed with the Commission on August 14, 1995) 10.27* Sample Form of Franchise Agreement (Filed as Exhibit 10.13 to the Company's Registration Statement on Form S-1 (File No. 33-58134) as filed with the Commission on February 10, 1993, as amended) 10.28* Sample Form of Territory Development Agreement (Filed as Exhibit 10.14 to the Company's Registration Statement on Form S-1 (File No. 33-58134) as filed with the Commission on February 10, 1993, as amended) 10.29* Sample Form of Purchase Agreement (Filed as Exhibit 10.15 to the Company's Registration Statement on Form S-I (File No. 33-58134) as filed with the Commission on February 10, 1993, as amended) 10.30* Revolving Credit and Term Loan Agreement by and among Bank of America, N.A., the Company and the subsidiaries of the Company dated as of May 12, 2000 (Filed as Exhibit 10.4 to the Company's Form 10-Q for the quarter ended July 29, 2000, as filed with the Commission on September 5, 2000) 10.31* Loan Agreement dated January 4, 1996 by and between Chico's FAS, Inc. and Founders National Trust Bank (Filed as Exhibit 10.58 to the Company's Form 10-K for the year ended December 31, 1995, as filed with the Commission on April 1, 1996) 10.32* Amendment to Loan Agreement dated December 8, 1998 by and between Chico's FAS, Inc. and NationsBank (South), N.A. (Filed as Exhibit 10.37 to the Company's Form 10-K for the year ended January 30, 1999, as filed with the Commission on April 28, 1999) 10.33* Amendment and Restatement of the Chico's FAS, Inc. Profit Sharing Plan (Filed as Exhibit 10.47 to the Company's Form 10-Q for the quarter ended April 3, 1994, as filed with the Commission on May 9, 1994)
28 10.34* Nonemployee Stock Option Agreement by and between Chico's FAS, Inc. and Ross E. Roeder dated June 9, 1998 (Filed as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended August 1, 1998, as filed with the Commission on September 2, 1998) 10.35* Nonemployee Stock Option Agreement by and between Chico's FAS, Inc. and Verna K. Gibson dated June 9, 1998 (Filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended August 1, 1998, as filed with the Commission on September 2, 1998) 10.36* Non-Employee Directors Stock Option Plan (Filed as Exhibit 10.49 to the Company's Form 10-K for the year ended January 30, 1999, as filed with the Commission on April 28, 1999) 10.37* First Amendment to Chico's FAS, Inc. Non-Employee Directors Stock Option Plan (Filed as Exhibit 10.51 to the Company's Form 10-K for the year ended January 29, 2000, as filed with the Commission on April 25, 2000) 10.38* Stock Option Agreement between the Company and Tedford G. Marlow, effective as of September 6, 2000 (Filed as Exhibit 10.5 to the Company's Form 10-Q for the quarter ended October 28, 2000, as filed with the Commission on December 8, 2000) 10.39* Stock Option Agreement between the Company and Tedford G. Marlow, effective as of September 6, 2000 (Filed as Exhibit 10.6 to the Company's Form 10-Q for the quarter ended October 28, 2000, as filed with the Commission on December 8, 2000) 13 Annual Report to Stockholders 21 Subsidiaries of Company 23 Consent to use of Report of Independent Certified Public Accountants
(b) Reports on Form 8-K The company did not file any reports on Form 8-K during the fifty-three weeks ended February 3, 2001. 29 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. CHICO'S FAS, INC. By: /s/ MARVIN J. GRALNICK -------------------------------------- April 30, 2001 MARVIN J. GRALNICK, ----------------- CHIEF EXECUTIVE OFFICER AND PRESIDENT Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ MARVIN J. GRALNICK -------------------------------------- April 30, 2001 MARVIN J. GRALNICK, ----------------- CHIEF EXECUTIVE OFFICER, PRESIDENT, DIRECTOR Date (PRINCIPAL EXECUTIVE OFFICER) /s/ CHARLES J. KLEMAN -------------------------------------- April 30, 2001 CHARLES J. KLEMAN, ----------------- CHIEF FINANCIAL OFFICER, DIRECTOR (PRINCIPAL Date FINANCIAL AND ACCOUNTING OFFICER) /s/ HELENE B. GRALNICK -------------------------------------- April 30, 2001 HELENE B. GRALNICK, ----------------- SENIOR VICE PRESIDENT--DESIGN AND CONCEPT AND Date DIRECTOR /s/ VERNA K. GIBSON -------------------------------------- April 30, 2001 VERNA K. GIBSON, ----------------- DIRECTOR Date /s/ JOHN W. BURDEN -------------------------------------- April 30, 2001 JOHN W. BURDEN, ----------------- DIRECTOR Date /s/ ROSS E. ROEDER -------------------------------------- April 30, 2001 ROSS E. ROEDER, ----------------- DIRECTOR Date
30 EX-10.11 2 a2046953zex-10_11.txt EXHIBIT 10.11 EXHIBIT 10.11 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into this 24th day of April, 2001, to be effective for all purposes as of August 21, 2000, by and between CHICO'S FAS, INC., a Florida corporation (the "Company"), and PATRICIA MURPHY, residing at 127 Vista Lane, Naples, Florida 34119 (the "Employee"). W I T N E S S E T H: WHEREAS, the parties hereto have entered into that certain Employment Agreement dated August 21, 2000 by and between the Company and the Employee (the "Employment Agreement"); and WHEREAS, the Company and the Employee have agreed to amend the terms of the Employment Agreement in certain respects as set forth in this Amendment No. 1 to Employment Agreement (the "Amendment"). 1. OTHER TERMINATIONS Section 8(d) of the Employment Agreement shall be replaced in its entirety by the following: (d) Rights Upon Change in Control. (i) If a Change in Control of the Employer, as defined in Section 8(d)(ii) shall occur and the Employee shall: (1) voluntarily terminate her employment within one year following such Change in Control and such termination shall be as a result of the Employee's good faith determination that as a result of the Change in Control and a change in circumstances thereafter significantly affecting her position, she can no longer adequately exercise the authorities, powers, functions or duties attached to her position as an executive officer of the Employer; or (2) voluntarily terminate her employment within one year following such Change in Control, and such termination shall be as a result of the Employee's good faith determination that she can no longer perform her duties as an executive officer of the Employer by reason of a substantial diminution in her responsibilities, status or position; or 1. (3) have her employment terminated by the Employer for reasons other than those specified in Section 8(b)(ii) within one (1) year following such Change in Control; then in any of the above three cases, the Employee shall have, instead of the further rights described in Section 3(a), the right to immediately terminate this Agreement and a nonforfeitable right to receive the sum of the monthly amounts of her Basic Salary for a period equal to 36 months plus three times her most recently set annual target bonus. (ii) For purposes of this Agreement, a "Change in Control" shall mean: (1) the obtaining by any party of fifty percent (50%) or more of the voting shares of the Employer pursuant to a "tender offer" for such shares as provided under Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended, or any subsequent comparable federal rule or regulation governing tender offers; or (2) individuals who were members of the Employer's Board of Directors immediately prior to any particular meeting of the Employer's shareholders which involves a contest for the election of directors fail to constitute a majority of the members of the Employer's Board of Directors following such election; or (3) the Employer's executing an agreement concerning the sale of substantially all of its assets to a purchaser which is not a subsidiary; or (4) the Employer's adoption of a plan of dissolution or liquidation; or (5) the Employer's executing an agreement concerning a merger or consolidation involving the Employer in which the Employer is not the surviving corporation or if, immediately following such merger or consolidation, less than fifty percent (50%) of the surviving corporation's outstanding voting stock is held by persons who are stockholders of the Employer immediately prior to such merger or consolidation. (iii) The provisions of Section 8(c) and this Section 8(d) are mutually exclusive, provided, however, that if within one year following commencement of an 8(c) payout there shall be a Change in Control as defined in Section 8(d)(ii), then the Employee shall be entitled to the amount payable to the 2. Employee under Section 8(d)(i) reduced by the amount that the Employee has received under Section 8(c) up to the date of the change in control. The triggering of the lump sum payment requirement of this Section 8(d) shall cause the provisions of Section 8(c) to become inoperative. The triggering of the continuation of payment provisions of Section 8(c) shall cause the provisions of Section 8(d) to become inoperative except to the extent provided in this Section 8(d)(iii). 2. MISCELLANEOUS Unless specifically modified, added or deleted by this Amendment No.1, all terms and provisions of the Employment Agreement remain in full force and effect throughout the term of the Employment Agreement, as amended. IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written. CHICO'S FAS, INC. By: /s/ Marvin J. Gralnick ------------------------------------- Marvin J. Gralnick, President "Company" /s/ Patricia Murphy ---------------------------------------- PATRICIA MURPHY "Employee" 3. EX-13 3 a2046953zex-13.txt EXHIBIT 13 CHICO'S-REGISTERED TRADEMARK- FINANCIAL HIGHLIGHTS
FISCAL YEAR ENDED --------------------------------------------------------------------- FEBRUARY 3, JANUARY 29, JANUARY 30, JANUARY 31, FEBRUARY 1, 2001 2000 1999 1998 1997 (53 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (53 WEEKS) --------------------------------------------------------------------- (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) Statement of Income Data: Net Sales $259,446 $155,002 $106,742 $ 75,339 $ 64,063 Income from Operations 45,363 24,806 15,134 4,914 3,622 Net Income 28,379 15,489 9,139 2,770 1,931 Basic Earnings Per Share (1) 1.64 0.91 0.56 0.18 0.12 Diluted Earnings Per Share (1) 1.56 0.88 0.54 0.17 0.12 Operating Data: Total Assets $117,807 $ 70,316 $ 49,000 $ 34,472 $ 31,248 Long-Term Debt 7,158 6,839 6,713 6,703 7,008 Stockholders' Equity 85,321 52,641 34,303 21,456 18,021 # of Stores (at end of period): Company-owned 239 191 154 132 123 Franchised 11 9 8 9 10 --------- --------- --------- --------- --------- Total 250 200 162 141 133 ========= ========= ========= ========= =========
(1) Restated to give retroactive effect for the 2 for 1 stock split payable in January 2000 but does not reflect the effect of the 3 for 2 stock split announced in April 2001 and to be paid in May 2001. INDEX 9 Management's Discussion & Analysis 14 Stock Information 16 Financial Statements 30 Executive Officers/Directors 32 Store Listing 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Since the Company opened its first store in 1983 principally selling folk art, its retail store system, now selling principally women's apparel, has grown to 250 stores as of February 3, 2001, of which 239 are Company-owned stores and 11 are franchised stores. Since 1989, the Company has de-emphasized the granting of new franchises as a strategy for growth and, at the same time, has been expanding its store base by opening Company-owned stores. Where possible and practical, the Company has also acquired stores from its franchisees. Since 1997, the Company has acquired three stores from franchisees, opened 127 new Company-owned stores, and one franchisee has opened four new franchised stores. Of these new Company-owned stores, 51 were opened in the fiscal year ended February 3, 2001 (fiscal 2000/2001), 40 were opened in fiscal 1999/2000, 22 were opened in fiscal 1998/1999 and 14 were opened in fiscal 1997/1998. During this same time period, the Company closed 14 Company-owned stores and no franchised stores closed. The Company plans to open a minimum of 55 new Company-owned stores in the fiscal year ending February 2, 2002 and 55 to 60 new Company-owned stores in the next fiscal year. In addition, the Company is evaluating certain existing Company-owned store locations, including stores with leases coming up for renewal, and is considering the possibility of closing between two and four existing Company-owned stores in fiscal 2001/2002. RESULTS OF OPERATIONS The following table sets forth, for each of the respective periods indicated, certain operating statement data and the percentage of the Company's net sales represented by each line item presented.
FISCAL YEAR ENDED (000'S) ------------------------------------------------------------------------ FEBRUARY 3, JANUARY 29, JANUARY 30, 2001 2000 1999 (53 WEEKS) % (52 WEEKS) % (52 WEEKS) % ------------------------------------------------------------------------ Net sales by company stores $254,824 98.2% $152,474 98.4% $104,981 98.4% Net sales to franchisees 4,622 1.8 2,528 1.6 1,761 1.6 --------- --------- --------- --------- --------- --------- Net sales 259,446 100.0 155,002 100.0 106,742 100.0 Cost of goods sold 108,671 41.9 64,950 41.9 44,197 41.4 --------- --------- --------- --------- --------- --------- Gross profit 150,775 58.1 90,052 58.1 62,545 58.6 General, administrative and store operating expenses 105,412 40.6 65,246 42.1 47,411 44.4 --------- --------- --------- --------- --------- --------- Income from operations 45,363 17.5 24,806 16.0 15,134 14.2 Income (expense), net 409 .1 177 .1 (151) (.2) --------- --------- --------- --------- --------- --------- Income before taxes 45,772 17.6 24,983 16.1 14,983 14.0 Provision for income taxes 17,393 6.7 9,494 6.1 5,844 5.4 --------- --------- --------- --------- --------- --------- Net income $ 28,379 10.9% $ 15,489 10.0% $ 9,139 8.6% ========= ========= ========= ========= ========= =========
Fifty-Three Weeks Ended February 3, 2001 Compared to the Fifty-Two Weeks Ended January 29, 2000 NET SALES. Net sales by Company-owned stores for the fifty-three weeks ended February 3, 2001 (fiscal 2000/2001 or the current period) increased by $102.4 million, or 67.1%, over net sales by Company-owned stores for the fifty-two weeks ended January 29, 2000 (fiscal 1999/2000 or the prior period). The increase was the result of a comparable Company store net sales increase of $52.0 million, $39.7 million additional sales from the new stores not yet included in the Company's comparable store base (net of sales of $1.1 million from six stores closed in fiscal 1999/2000 and fiscal 2000/2001), $5.3 million from the additional week in the current year versus the prior year and $2.7 million additional net sales from the Company's call center (website and catalog sales) which began operations in late May 2000. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Net sales to franchisees for the current period increased by $2.1 million or 82.8% compared to net sales to franchisees for the prior period. The increase in net sales to franchisees was primarily due to a net increase in purchases by the franchisees as a whole, the opening by an existing franchisee of two additional franchised stores in fiscal 2000/2001 and one additional franchised store in fiscal 1999/2000, and the additional week in the current period versus the prior period. GROSS PROFIT. Gross profit for the current period was $150.8 million, or 58.1% of net sales, compared with $90.1 million, or 58.1% of net sales, for the prior period. Although the gross profit percentage showed no appreciable change in the current period versus the prior period, the Company experienced a decline in the gross margins at its seven outlet locations which was offset by a slight leverage in the Company's distribution center, product development and merchandising costs due to the Company's 34.3% comparable Company store sales increase for the current period. GENERAL, ADMINISTRATIVE AND STORE OPERATING EXPENSES. General, administrative and store operating expenses increased to $105.4 million, or 40.6% of net sales, in the current period from $65.2 million, or 42.1% of net sales, in the prior period. The increase in general, administrative and store operating expenses was, for the most part, the result of increases in store operating expenses, including store compensation, occupancy and other costs associated with additional store openings and, to a lesser degree, an increase in marketing expenses. The decrease in these expenses as a percentage of net sales was principally due to leverage associated with the Company's 34.3% comparable Company store sales increase for the current period, net of an increase in marketing expenses as a percentage of sales. INTEREST INCOME, NET. The Company had net interest income during the current period of approximately $408,000 versus approximately $178,000 in the prior period. The increase in net interest income was primarily a result of the Company's increased cash and marketable securities position throughout most of the year, as well as improved interest rates earned on cash and marketable securities. NET INCOME. As a result of the factors discussed above, net income reflects an increase of 83.2% to $28.4 million in the current period from net income of $15.5 million in the prior period. The income tax provision represented an effective rate of 38.0% for the current and prior period. FIFTY-TWO WEEKS ENDED JANUARY 29, 2000 COMPARED TO THE FIFTY-TWO WEEKS ENDED JANUARY 30, 1999 NET SALES. Net sales by Company-owned stores for the fifty-two weeks ended January 29, 2000 (fiscal 1999/2000) increased by $47.5 million, or 45.2%, over net sales by Company-owned stores for the comparable fifty-two weeks ended January 30, 1999 (fiscal 1998/1999). The increase was the result of a comparable Company store net sales increase of $23.7 million and $23.8 million additional sales from the new (or reacquired) stores not yet included in the Company's comparable store base, net of sales of $2.3 million from five stores closed in fiscal 1998/1999 and fiscal 1999/2000 and exclusive of special liquidation sales. Net sales to franchisees for fiscal 1999/2000 increased by approximately $768,000 or 43.6% compared to net sales to franchisees for fiscal 1998/1999. The increase in net sales to franchisees primarily reflects increased sales to franchisees due to the opening of two additional franchised locations (one each in fiscal 1998/1999 and fiscal 1999/2000) by an existing franchisee and by a net increase in purchases by the other franchised stores. GROSS PROFIT. Gross profit for fiscal 1999/2000 was $90.1 million, or 58.1% of net sales, compared with $62.5 million, or 58.6% of net sales, for fiscal 1998/1999. The decrease in the gross profit percentage primarily resulted from additional promotional activities and entitlement to discounts including those associated with expanding the Company's preferred customer club (the "Passport Club") which was relaunched in the first quarter of this year. 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) To a lesser degree, the decrease was the result of the mix of product which generally included a lower average initial mark-up. GENERAL, ADMINISTRATIVE AND STORE OPERATING EXPENSES. General, administrative and store operating expenses increased to $65.2 million, or 42.1% of net sales, in fiscal 1999/2000 from $47.4 million, or 44.4% of net sales, in fiscal 1998/1999. The increase in general, administrative and store operating expenses was, for the most part, the result of increases in store operating expenses, including store compensation, occupancy and other costs associated with additional store openings. The decrease in these expenses as a percentage of net sales was principally due to direct store and non-store general and administrative costs, which decreased as a percentage of net sales due to leverage associated with the 23.3% comparable Company store net sales increase. This decrease was partially offset by a .7% increase in marketing and promotion costs. INTEREST INCOME, NET. The Company had net interest income during fiscal 1999/2000 of approximately $177,000 versus net interest expense of approximately $151,000 in the prior period. The improvement to net interest income from net interest expense was primarily a result of increased interest earnings during fiscal 1999/2000 resulting from the Company's increased overall cash position, as well as improved yields related to its investments in marketable securities. NET INCOME. As a result of the factors discussed above, net income reflects an increase of 69.5% to $15.5 million in fiscal 1999/2000 from net income of $9.1 million in fiscal 1998/1999. The income tax provision represented an effective rate of 38.0% for fiscal 1999/2000 and 39.0% in fiscal 1998/1999. The decrease in the income tax rate is attributable to a decrease in the effective state income tax rate associated with certain restructurings of the Company's operations, net of a Federal income tax rate increase due to higher earnings. COMPARABLE COMPANY-OWNED STORE NET SALES Comparable Company-owned store net sales increased by 34.3% for the fifty-three weeks ended February 3, 2001 when compared to the previous comparable fifty-three weeks. Comparable Company-owned store net sales data is calculated based on the change in net sales of currently open Company-owned stores that have been operated as a Company store for at least thirteen months including stores that have been expanded or relocated within the same general market area (approximately five miles). The comparable store percentages reported above include 30 stores that were expanded within the last 2 fiscal years by an average of 771 net selling square feet. If the stores that were expanded had been excluded from the comparable Company-owned store base, the increase in comparable Company-owned store net sales would have been 32.4% for fiscal 2000/2001. In fiscal 1999/2000, 1998/1999 and 1997/1998, the exclusion of similar expansions/relocations from the comparable Company-owned store base would have resulted in full year same store sales increases of 22.7%, 29.8% and 10.2%, respectively (versus 23.3%, 30.3% and 10.7% respectively, as reported). The Company does not consider this material to overall comparable store net sales and believes the inclusion of expanded stores in the comparable store net sales to be appropriate, consistent with the practice followed by the Company in prior periods and by other retailers. The Company believes that the increase in comparable Company store net sales in the current fiscal year resulted from the continuing effort to focus the Company's product development, merchandise planning, buying and marketing departments on Chico's target customer. The Company also believes that the look, fit and pricing policy of the Company's product was in line with the needs of its target customer and that the increase in comparable store sales was also fueled by increased direct mailings, a larger database of existing customers for such mailings, national magazine advertising which began in November 1999 and the success of the Company's preferred customer club (the "Passport Club"). To a lesser degree, the Company believes the increase was due to increased store-level training efforts associated with ongoing training programs and 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) strong sales associated with several styles of clothing produced from a related group of fabrics introduced by the Company in the fourth quarter of fiscal 1997/1998. The following table sets forth for each of the four quarters of the previous four fiscal years, the percentage change in comparable store net sales at Company-owned stores from the comparable period in the prior fiscal year:
FISCAL YEAR ENDED ----------------- 2/3/01 1/29/00 1/30/99 1/31/98 ------ ------- ------- ------- Full Year 34.3% 23.3% 30.3% 10.7% First Quarter 30.9% 22.6% 31.7% (1.1)% Second Quarter 34.3% 17.2% 23.0% 13.3% Third Quarter 39.1% 26.9% 28.5% 12.0% Fourth Quarter 32.2% 26.5% 38.5% 20.1%
LIQUIDITY AND CAPITAL RESOURCES The Company's primary ongoing capital requirements are for funding capital expenditures to new, expanded, relocated and remodeled stores and merchandise inventory purchases. In addition, over the past twelve months, the Company experienced the need for capital to address expansions of its office and design facility at its headquarters, the acquisition of new point-of-sale devices for a chain-wide rollout beginning in the first quarter of 2001 and the development of infrastructure, including an internal call and fulfillment center, to support the Company's expansion into catalog and Internet sales which began operations in late May of 2000. During the current fiscal year (current year) and the prior fiscal year (prior year), the Company's primary source of working capital was cash flow from operations of $39.2 million and $17.1 million, respectively. The increase in cash flow from operations of $22.1 million was primarily due to an increase of $12.9 million in net income, an increase of $14.5 million in accounts payable and accrued liabilities (versus an increase of $2.9 million in the prior year), an increase of $2.7 million in depreciation and amortization, net of an increase in inventories of $9.6 million (versus an increase of $4.7 million in the prior year), and an increase in receivables and prepaid expenses of $2.9 million (versus an increase of $.7 million in the prior year). The increase in accounts payable and inventories is associated with increased inventory purchase activities to support the Company's significant overall sales increases. The increase in accrued expenses is related to increases in reserves and expense accruals related to the significant increase in earnings, sales and payroll. The increase in prepaid expenses was caused by timing of the Company's year end which required February rent checks to be paid in fiscal January and the increase in receivables was caused by a Federal tax refund receivable, an increase in tenant improvement monies receivable and a general increase in franchise receivables related to increased sales. The Company invested $40.5 million in the current fiscal year for capital expenditures. The capital expenditures for the current fiscal year included $28.2 million primarily associated with the planning and opening of new Company stores, and the remodeling/relocating/expansion of numerous existing stores, $4.4 million for new point-of-sale devices, $5.6 million for the expansion of its office and design facilities and $2.3 million for the development of infrastructure associated with catalog and Internet sales. During the same period in the prior fiscal year, the Company invested $15.2 million primarily for capital expenditures associated with the opening of new Company stores, and the remodeling of several existing stores. During the current year, two of the Company's officers and its three independent directors exercised 248,735 stock options at prices ranging from $1.625 to $11.344 and several employees and 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) former employees exercised 103,719 options at prices ranging from $1.625 to $13.125. Also during this period, the Company sold 18,381 shares of common stock under its employee stock purchase plan at prices of $15.25 and $27.52. The proceeds from these issuances of stock, together with the tax benefit recognized by the Company, amounted to approximately $4.2 million. As more fully described in "Item 1" beginning on page 15 of the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2001, the Company is subject to ongoing risks associated with imports. The Company's reliance on sourcing from foreign countries causes the Company to be exposed to certain unique business and political risks. Import restrictions, including tariffs and quotas, and changes in such tariffs or quotas could affect the importation of apparel generally and, in that event, could increase the cost or reduce the supply of apparel available to the Company and have an adverse effect on the Company's business, financial condition and/or results of operations. The Company's merchandise flow could also be adversely affected by political instability in any of the countries in which its goods are manufactured, by significant fluctuations in the value of the U.S. dollar against applicable foreign currencies and by restrictions on the transfer of funds. The Company plans to open a minimum of approximately 55 Company-owned new stores in fiscal 2001/2002, 5 of which were open as of April 20, 2001. Further, the Company plans to open between 55 and 60 Company-owned new stores in fiscal 2002/2003. The Company believes that the liquidity needed for its planned new store growth, continuing remodel/expansion program, and maintenance of proper inventory levels associated with this growth will be funded primarily from cash flow from operations and its strong existing cash balances. The Company further believes that this liquidity will be sufficient, based on currently planned new store openings, to fund anticipated capital needs over the near-term, including scheduled debt repayments. Given the Company's existing cash and marketable securities balances and the capacity included in its bank credit facilities, the Company does not believe that it would need to seek other sources of financing to conduct its operations or pursue its expansion plans even if cash flow from operations should prove to be less than anticipated or even if there should arise a need for additional letter of credit capacity due to establishing new and expanded sources of supply, or if the Company were to increase the number of new Company stores planned to be opened in future periods. SEASONALITY AND INFLATION Although the operations of the Company are influenced by general economic conditions, the Company does not believe that inflation has had a material effect on the results of operations during the current or prior periods. The Company does not consider its business to be seasonal. CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS This annual report may contain forward-looking statements which reflect the current views of the Company with respect to certain events that could have an effect on the Company's future financial performance. These statements include the words "expects", "believes", and similar expressions. These forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those currently anticipated. These potential risks and uncertainties include ability to secure customer acceptance of Chico's styles, propriety of inventory mix and sizing, quality of merchandise received from vendors, timeliness of vendor production and deliveries, increased competition, extent of the market demand by women for private label clothing and related accessories, adequacy and perception of customer service, ability to coordinate product development along with buying and planning, rate of new store openings, performance of management information systems, ability to hire, train, energize and retain qualified sales associates and other employees, availability of quality store sites, ability to hire and retain qualified managerial employees, ability to effectively and efficiently establish and operate catalog and Internet sales activities and other risks. In addition, there are 13 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) potential risks and uncertainties that are peculiar to the Company's reliance on sourcing from foreign vendors including the impact of work stoppages, transportation delays and other interruptions, political instability, foreign currency fluctuations, imposition of and changes in tariffs and import and export controls such as import quotas, changes in governmental policies in or towards such foreign countries and other similar factors. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The market risk of the Company's financial instruments as of February 3, 2001 has not significantly changed since January 29, 2000. The Company is exposed to market risk from changes in interest rates on its indebtedness. The Company's exposure to interest rate risk relates in part to its revolving line of credit with its bank; however, as of February 3, 2001, the Company did not have any outstanding balance on its line of credit and, given its strong liquidity position, does not expect to utilize its line of credit in the foreseeable future except for its continuing use of the letter of credit facility portion thereof. The Company's exposure to interest rate risk also relates to its $5.2 million mortgage loan indebtedness which bears a variable interest rate based upon changes in the LIBOR rate. TRADING AND DIVIDEND INFORMATION The following table sets forth, for the periods indicated, the range of high and low closing sale prices for the Common Stock, as reported on the Nasdaq National Market System. (1) (2)
FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2001 HIGH LOW ---- --- Fourth Quarter (October 29, 2000 - February 3, 2001) $43.50 $17.38 Third Quarter (July 30, 2000 - October 28, 2000) 40.00 27.75 Second Quarter (April 30, 2000 - July 29, 2000) 29.25 16.31 First Quarter (January 30, 2000 - April 29, 2000) 21.75 8.81 FOR THE FISCAL YEAR ENDED JANUARY 29, 2000 HIGH(3) LOW(3) ---- --- Fourth Quarter (October 31, 1999 - January 29, 2000) $22.38 $13.69 Third Quarter (August 1, 1999 - October 30, 1999) 17.50 9.34 Second Quarter (May 2, 1999 - July 31, 1999) 14.88 10.56 First Quarter (January 31, 1999 - May 1, 1999) 16.31 8.81
(1) On April 11, 2001, the Company commenced its trading on the New York Stock Exchange. (2) Closing sale prices are not adjusted to reflect the 3 for 2 stock split announced by the Company in April 2001 and to be distributed in May 2001. (3) Adjusted for the 2 for 1 stock split distributed on January 14, 2000 to stockholders of record on December 27, 1999. The Company does not intend to pay any cash dividends for the foreseeable future and intends to retain earnings, if any, for the future operation and expansion of the Company's business. Any determination to pay dividends in the future will be at the discretion of the Company's Board of Directors and will be dependent upon the Company's results of operations, financial condition, contractual restrictions and other factors deemed relevant by the Board of Directors. The approximate number of equity security holders of the Company is as follows: NUMBER OF RECORD HOLDERS TITLE OF CLASS AS OF APRIL 16, 2001 ---------------------------- ------------------------ Common Stock, par value $.01 per share 407
14 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO CHICO'S FAS, INC. AND SUBSIDIARIES: We have audited the accompanying consolidated balance sheets of Chico's FAS, Inc. (a Florida corporation) and subsidiaries as of February 3, 2001, and January 29, 2000, and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chico's FAS, Inc. and subsidiaries as of February 3, 2001, and January 29, 2000, and the results of their operations and their cash flows for the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999, in conformity with accounting principles generally accepted in the United States. /s/ Arthur Anderson LLP Tampa, Florida, March 5, 2001 15 CHICO'S FAS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
FEBRUARY 3, JANUARY 29, ASSETS 2001 2000 ------ ----------- ------------ CURRENT ASSETS: Cash and cash equivalents ............................................... $ 3,914,118 $ 3,980,930 Marketable securities ................................................... 14,221,520 13,995,527 Receivables, less allowances of $155,000 and $93,000 for sales returns, respectively ........................................................ 2,998,910 1,706,661 Inventories ............................................................. 24,394,162 14,834,800 Prepaid expenses ........................................................ 2,254,349 668,695 Deferred taxes .......................................................... 3,003,000 2,038,000 ------------ ------------ Total current assets ................................................ 50,786,059 37,224,613 PROPERTY AND EQUIPMENT, net ............................................. 65,585,011 31,344,997 DEFERRED TAXES .......................................................... 747,000 1,106,000 OTHER ASSETS, net ....................................................... 688,547 640,211 ------------ ------------ $117,806,617 $ 70,315,821 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable ........................................................ $ 13,751,762 $ 5,982,684 Accrued liabilities ..................................................... 11,299,352 4,593,104 Current portion of debt and lease obligations ........................... 276,410 260,111 ------------ ------------ Total current liabilities ........................................... 25,327,524 10,835,899 DEBT AND LEASE OBLIGATIONS, excluding current portion ................... 7,157,852 6,839,180 ------------ ------------ Total liabilities ................................................... 32,485,376 17,675,079 ============ ============ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, $.01 par value; 50,000,000 shares authorized and 17,499,371 and 17,128,536 shares issued and outstanding, respectively......................................................... 174,994 171,285 Additional paid-in capital .............................................. 18,935,829 14,709,238 Retained earnings ....................................................... 66,163,172 37,784,553 Accumulated other comprehensive gain (loss) ............................. 47,246 (24,334) ------------ ------------ Total stockholders' equity .............................................. 85,321,241 52,640,742 ============ ============ $117,806,617 $ 70,315,821 ============ ============
The accompanying notes are an integral part of these consolidated balance sheets. 16 CHICO'S FAS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
FISCAL YEAR FISCAL YEAR FISCAL YEAR ENDED ENDED ENDED FEBRUARY 3, JANUARY 29, JANUARY 30, 2001 2000 1999 ------------- ------------- ------------- NET SALES BY COMPANY STORES ............... $ 254,824,364 $ 152,473,637 $ 104,981,219 NET SALES TO FRANCHISEES .................. 4,621,532 2,528,644 1,760,374 ------------- ------------- ------------- Net sales ............................. 259,445,896 155,002,281 106,741,593 COST OF GOODS SOLD ........................ 108,670,577 64,949,930 44,196,426 ------------- ------------- ------------- Gross profit .......................... 150,775,319 90,052,351 62,545,167 GENERAL, ADMINISTRATIVE AND STORE OPERATING EXPENSES ...................... 105,411,846 65,246,577 47,411,057 ------------- ------------- ------------- Income from operations ................ 45,363,473 24,805,774 15,134,110 INTEREST INCOME (EXPENSE), net ............ 408,146 177,606 (151,002) ------------- ------------- ------------- Income before income taxes ............ 45,771,619 24,983,380 14,983,108 INCOME TAX PROVISION ...................... 17,393,000 9,494,000 5,844,000 ------------- ------------- ------------- Net income ............................ $ 28,378,619 $ 15,489,380 $ 9,139,108 ============= ============= ============= PER SHARE DATA: Net income per common share - basic ..... $ 1.64 $ .91 $ .56 Net income per common and common equivalent share - diluted ............ $ 1.56 $ .88 $ .54 Weighted average common shares outstanding - basic ................... 17,351,953 16,942,233 16,335,518 Weighted average common and common equivalent shares outstanding - diluted................................ 18,147,865 17,681,038 17,059,792
The accompanying notes are an integral part of these consolidated statements. 17 CHICO'S FAS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
ACCUMULATED COMMON STOCK ADDITIONAL OTHER PAR PAID-IN RETAINED COMPREHENSIVE SHARES VALUE CAPITAL EARNINGS (LOSS) GAIN TOTAL ------------ ------------ ------------ ------------ ------------ ------------ BALANCE, JANUARY 31, 1998 .............. 8,011,317 $ 80,113 $ 8,219,707 $ 13,156,065 $ -- $ 21,455,885 Net income for the fiscal year ended January 30, 1999 .................. -- -- -- 9,139,108 -- 9,139,108 Issuance of common stock ............. 381,699 3,817 2,209,223 -- -- 2,213,040 Tax benefit of stock options exercised.......................... -- -- 1,495,000 -- -- 1,495,000 ------------ ------------ ------------ ------------ ------------ ------------ BALANCE, JANUARY 30, 1999 .............. 8,393,016 83,930 11,923,930 22,295,173 -- 34,303,033 Net income for the fiscal year ended January 29, 2000 .................. -- -- -- 15,489,380 -- 15,489,380 Unrealized loss on marketable securities, net ................... -- -- -- -- (24,334) (24,334) ------------ Comprehensive income ........... 15,465,046 Issuance of common stock ............. 171,252 1,713 1,746,950 -- -- 1,748,663 Tax benefit of stock options exercised.......................... -- -- 1,124,000 -- -- 1,124,000 Two-for-one stock split .............. 8,564,268 85,642 (85,642) -- -- -- ------------ ------------ ------------ ------------ ------------ ------------ BALANCE, JANUARY 29, 2000 .............. 17,128,536 171,285 14,709,238 37,784,553 (24,334) 52,640,742 Net income for the fiscal year ended February 3, 2001 .................. -- -- -- 28,378,619 -- 28,378,619 Unrealized gain on marketable securities, net ................... -- -- -- -- 71,580 71,580 ------------ Comprehensive income ........... 28,450,199 Issuance of common stock ............. 370,835 3,709 1,539,435 -- -- 1,543,144 Stock option compensation ............ -- -- 70,156 -- -- 70,156 Tax benefit of stock options exercised.......................... -- -- 2,617,000 -- -- 2,617,000 ------------ ------------ ------------ ------------ ------------ ------------ BALANCE, FEBRUARY 3, 2001 ............ 17,499,371 $ 174,994 $ 18,935,829 $ 66,163,172 $ 47,246 $ 85,321,241 ============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated statements. 18 CHICO'S FAS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FEBRUARY 3, JANUARY 29, JANUARY 30, 2001 2000 1999 ----------------- ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income ............................................ $ 28,378,619 $ 15,489,380 $ 9,139,108 ------------ ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation and amortization ...................... 5,977,744 3,307,539 2,407,799 Stock option compensation .......................... 70,156 -- -- Deferred tax benefit ............................... (606,000) (746,000) (588,000) Tax benefit of options exercised ................... 2,617,000 1,124,000 1,495,000 Deferred rent expense, net ......................... 406,971 238,498 216,978 Loss from disposal of property and equipment ....... 393,970 354,498 195,027 (Increase) decrease in assets-- Receivables ........................................ (1,292,249) (557,583) (254,183) Inventories ........................................ (9,559,362) (4,729,647) (579,681) Prepaid expenses ................................... (1,585,654) (157,810) 156,260 Other assets ....................................... (109,821) (125,270) (46,418) Increase in liabilities-- Accounts payable ................................... 7,769,078 1,987,561 474,858 Accrued liabilities ................................ 6,706,248 913,749 1,138,980 ------------ ------------ ------------ Total adjustments ................................ 10,788,081 1,609,535 4,616,620 ------------ ------------ ------------ Net cash provided by operating activities ........ 39,166,700 17,098,915 13,755,728 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Redemption of certificate of deposit .................. -- -- 1,000,000 Purchases of marketable securities .................... (30,131,458) (14,019,861) -- Proceeds from sale of marketable securities, net ...... 29,977,045 -- -- Purchases of property and equipment ................... (40,468,993) (15,169,791) (5,045,809) ------------ ------------ ------------ Net cash used in investing activities ............ (40,623,406) (29,189,652) (4,045,809) ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Proceeds from issuance of common stock ................ 1,543,144 1,748,663 2,213,040 Principal payments on debt ............................ (72,000) (72,000) (72,000) Principal payments on capital lease obligations ....... -- (89,772) (77,404) Deferred finance costs ................................ (81,250) -- (232,695) ------------ ------------ ------------ Net cash provided by financing activities .......... 1,389,894 1,586,891 1,830,941 ------------ ------------ ------------ Net (decrease) increase in cash and cash equivalents ................................. (66,812) (10,503,846) 11,540,860 CASH AND CASH EQUIVALENTS, Beginning of period ................................... 3,980,930 14,484,776 2,943,916 ------------ ------------ ------------ CASH AND CASH EQUIVALENTS, End of period ......................................... $ 3,914,118 $ 3,980,930 $ 14,484,776 ============ ============ ============ SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES: Unrealized gain (loss) on marketable securities, net................................... $ 71,580 $ (24,334) $ -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest ............................. $ 893,811 $ 566,205 $ 611,238 Cash paid for income taxes ......................... $ 15,839,172 $ 9,409,705 $ 4,873,065
The accompanying notes are an integral part of these consolidated statements. 19 CHICO'S FAS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FEBRUARY 3, 2001 1. BUSINESS ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES: BUSINESS ORGANIZATION The accompanying consolidated financial statements include the accounts of Chico's FAS, Inc., a Florida corporation, and its wholly-owned subsidiaries, Chico's Distribution, Inc., Chico's Concept, Inc. and Chico's Media, Inc. (collectively, the Company). The subsidiaries were formed in February 1999. The Company operates in one business segment as a specialty retailer of exclusively designed, private label casual clothing and related accessories. As of February 3, 2001, the Company's retail store system consisted of 250 stores located throughout the United States, 239 of which were owned and operated by the Company, and 11 of which were owned and operated by franchisees. FISCAL YEAR The Company has a 52-53 week fiscal year ending on the Saturday closest to January 31. The fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999, contained 53, 52 and 52 weeks, respectively. FRANCHISE OPERATIONS A summary of the changes in the number of the Company's franchise stores as compared to total company-owned stores as of February 3, 2001, and January 29, 2000, and for the fiscal years then ended is as follows:
FISCAL YEAR ENDED FISCAL YEAR ENDED FEBRUARY 3, JANUARY 29, 2001 2000 ----------------- ----------------- Franchise stores opened 2 1 Franchise stores purchased from franchisees - - Franchise stores in operation at fiscal year-end 11 9 Company-owned stores at fiscal year-end 239 191
PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. RECLASSIFICATIONS Reclassifications of certain prior-year balances were made in order to conform with current-year presentation. CASH AND CASH EQUIVALENTS Cash and cash equivalents includes cash on hand and in banks with original maturities of three months or less. 20 MARKETABLE SECURITIES Marketable securities are classified as available-for-sale securities and are carried at fair value, with the unrealized holding gains and losses, net of income taxes, reflected as a separate component of stockholders' equity until realized. For the purposes of computing realized and unrealized gains and losses, cost is identified on a specific identification basis. INVENTORIES Raw material inventories of approximately $3,644,000 and $2,117,000 as of February 3, 2001, and January 29, 2000, respectively, are recorded at the lower of cost, using the first-in, first-out (FIFO) method, or market. All other inventories consist of finished clothing and accessories and are recorded at the lower of cost, using the last-in, first-out (LIFO) method, or market. If the lower of FIFO or market method had been used, inventories would have been approximately $1,153,000 and $586,000 higher at February 3, 2001, and January 29, 2000, respectively, than those reported in the accompanying consolidated balance sheets. Purchasing, distribution and design costs are expensed as incurred, and are included in the accompanying consolidated statements of income as a component of cost of goods sold. PROPERTY AND EQUIPMENT Property and equipment is stated at cost. Fixtures manufactured and leasehold improvements constructed by the Company are recorded at cost, which includes elements of raw materials, labor and overhead. Depreciation of property and equipment is provided on a straight-line basis over the estimated useful lives of the assets. Assets acquired under capital lease obligations and leasehold improvements are depreciated over the lesser of the useful lives of the assets or the lease terms. Maintenance and repairs of property and equipment are expensed as incurred, and major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation or amortization are eliminated from the accounts, and any gain or loss is charged to operations. OTHER ASSETS Included in other assets are intangible assets which include legal and other costs of obtaining the Company's trademark and debt financing agreements, territory rights agreements related to franchise repurchases and franchise cancellation fees for stores that were acquired by the Company, and are currently in operation as company-owned stores. Trademark costs and non-compete agreements are being amortized on a straight-line basis over ten and five years, respectively; debt-financing costs are being amortized over the term of the respective debt agreement; and franchise cancellation fees are being amortized over the remaining terms of the related facilities' leases. Intangible assets, net of accumulated amortization, are approximately $187,000 and $249,000 as of February 3, 2001, and January 29, 2000, respectively. ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, including identifiable intangibles, are reviewed periodically for impairment if events or changes in circumstances indicate that the carrying amount should be addressed. The Company has determined that there has been no impairment in the carrying value of long-lived assets, as of February 3, 2001. INCOME TAXES The Company follows the liability method, which establishes deferred tax assets and liabilities for the temporary differences between the financial reporting bases and the tax bases of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Net deferred tax assets, whose realization is dependent on taxable earnings of future years, are recognized when a greater than 50 percent probability exists that the tax benefits will actually be realized sometime in the future. 21 FAIR VALUE OF FINANCIAL INSTRUMENTS The book value of all financial instruments approximates their fair market value as of February 3, 2001, and January 29, 2000. Revenue Recognition Net sales by Company stores include sales made to retail customers and shipments to catalog and Internet customers during the period, net of estimated customer returns. Net sales to franchisees include merchandise shipped to franchisees, net of estimated returns. STORE PRE-OPENING COSTS Operating costs (including store set-up, rent and training expenses) incurred prior to the opening of new stores are expensed as incurred and are included in general, administrative and store operating expenses in the accompanying consolidated statements of income. COMMON STOCK SPLIT On December 14, 1999, the Board declared a two-for-one stock split of the Company's common stock, payable in the form of a stock dividend on January 14, 2000, to shareholders of record as of the close of business on December 27, 1999. Accordingly, during the fiscal year ended January 29, 2000, all historical weighted average share and per share amounts and all references to the number of common shares elsewhere in the consolidated financial statements and notes thereto were restated to reflect the stock split. Share amounts presented in the consolidated balance sheets and consolidated statements of stockholders' equity reflect the actual share amounts outstanding for each period presented. Par value remains unchanged at $0.01. NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE Basic earnings per share (EPS) is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding plus the dilutive common equivalent shares outstanding during the period. EPS has not been retroactively restated for the three-for-two common stock split announced subsequent to the date of the audit report (see Note 11). The following is a reconciliation of the denominators of the basic and diluted EPS computations shown on the face of the accompanying consolidated statements of income as restated for the two-for-one stock split:
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FEBRUARY 3, JANUARY 29, JANUARY 30, 2001 2000 1999 ----------------- ----------------- ----------------- Weighted average common shares outstanding - basic.......................................... 17,351,953 16,942,233 16,335,518 Dilutive effect of options outstanding ........... 795,912 738,805 724,274 ---------- ---------- ---------- Weighted average common and common equivalent shares outstanding - diluted .................. 18,147,865 17,681,038 17,059,792 ========== ========== ==========
The following options were outstanding as of the end of the fiscal years but were not included in the computation of diluted EPS because the options' exercise prices were greater than the average market price of the common shares:
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FEBRUARY 3, JANUARY 29, JANUARY 30, 2001 2000 1999 ----------------- ----------------- ----------------- Number of options 228,000 11,459 4,000 Exercise price $32.88-$34.75 $16.63 $11.53-$13.13 Expiration date August 7, 2010 - October 25, 2009 December 21, 2008 - October 30, 2010 January 6, 2009
22 2. MARKETABLE SECURITIES: Marketable securities classified as available-for-sale consisted of the following:
FEBRUARY 3, JANUARY 29, 2001 2000 ------------ ------------- Municipal bonds, cost ....... $ 14,174,274 $ 14,019,861 Municipal bonds, fair value.. 14,221,520 13,995,527 ------------ ------------- Unrealized gain (loss) ...... $ 47,246 $ (24,334) ============ =============
During the fiscal year ended February 3, 2001, realized gains of approximately $5,000 were recognized on sales of the Company's marketable securities and are included in interest income in the accompanying consolidated statements of income. No realized gains or losses were recognized on sales of the Company's marketable securities during the fiscal year ended January 29, 2000. At February 3, 2001, approximately 60 percent of the Company's marketable securities mature within one year, 13 percent within three years and the remainder by 2029. 3. PROPERTY AND EQUIPMENT: Property and equipment consisted of the following:
ESTIMATED FEBRUARY 3, JANUARY 29, USEFUL LIVES 2001 2000 ------------ ------------ ------------- Land .......................................... $ 1,039,904 $ 1,039,904 Land improvements ............................. 35 years 1,821,678 1,790,761 Building ...................................... 20 - 35 years 11,693,884 6,321,714 Equipment ..................................... 2 - 10 years 14,112,885 5,633,770 Furniture and fixtures ........................ 3 - 10 years 13,970,657 7,057,023 Leasehold improvements ........................ 1 - 10 years 37,559,359 19,373,988 ------------ ------------- 80,198,367 41,217,160 Less--Accumulated depreciation and amortization (14,613,356) (9,872,163) ------------ ------------- $ 65,585,011 $ 31,344,997 ============ =============
4. ACCRUED LIABILITIES: Accrued liabilities consisted of the following:
FEBRUARY 3, JANUARY 29, 2001 2000 ----------- ------------ Accrued payroll, bonuses and severance costs..................................... $ 5,568,668 $ 2,002,931 Allowance for estimated merchandise returns. 3,469,700 1,698,000 Other ...................................... 2,260,984 892,173 ----------- ------------ $11,299,352 $ 4,593,104 =========== ============
5. INCOME TAXES: The Company's total income tax provision consisted of the following:
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FEBRUARY 3, JANUARY 29, JANUARY 30, 2001 2000 1999 ----------------- ----------------- ----------------- Current: Federal .................... $ 15,820,000 $ 9,176,000 $ 5,080,000 State ...................... 2,179,000 1,064,000 1,352,000 Deferred: Federal .................... (492,000) (635,000) (462,000) State ...................... (114,000) (111,000) (126,000) ----------------- ----------------- ----------------- Total income tax provision $ 17,393,000 $ 9,494,000 $ 5,844,000 ================= ================= =================
23 The reconciliation of the income tax provision based on the U.S. statutory federal income tax rate (35 percent) to the Company's income tax provision is as follows:
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FEBRUARY 3, JANUARY 29, JANUARY 30, 2001 2000 1999 ----------------- ----------------- --------------------- Tax expense at the statutory rate ...... $16,020,000 $ 8,744,000 $ 5,094,000 State income tax expense, net of federal tax benefit .......................... 1,369,000 633,000 769,000 Other .................................. 4,000 117,000 (19,000) ----------------- ----------------- --------------------- Total income tax provision ........... $17,393,000 $ 9,494,000 $ 5,844,000 ================= ================= =====================
Deferred tax assets and liabilities are recorded due to different carrying amounts for financial and income tax reporting purposes arising from cumulative temporary differences. These differences consisted of the following as of February 3, 2001, and January 29, 2000:
FEBRUARY 3, JANUARY 29, 2001 2000 ------------- ------------- Assets: Accrued liabilities and allowances ............. $ 1,810,000 $ 1,180,000 Inventories .............. 1,196,000 940,000 Lease obligations ........ 841,000 686,000 Property and equipment ... -- 423,000 Other .................... 84,000 85,000 ------------- ------------- 3,931,000 3,314,000 Liabilities: Property and equipment ... (108,000) -- ------------- ------------- 3,823,000 3,314,000 Less-- Valuation allowance (73,000) (170,000) ------------- ------------- $ 3,750,000 $ 3,144,000 ============= =============
A valuation allowance of $97,000 was reversed during the fiscal year ended February 3, 2001, partly due to the utilization of a portion of net operating loss carryforwards. 6. DEBT AND LEASE OBLIGATIONS: Debt and lease obligations consisted of the following:
FEBRUARY 3, JANUARY 29, 2001 2000 ------------ ----------- Line of credit ..................................................................... $ -- $ -- Mortgage note (the Mortgage Note) secured by a first priority mortgage on land, land improvements, and certain building and equipment ................................ 5,221,500 5,293,500 Deferred rent ...................................................................... 2,212,762 1,805,791 ------------ ----------- Total debt and lease obligations ................................................ 7,434,262 7,099,291 Less-- Current portion .......................................................... (276,410) (260,111) ------------ ----------- $ 7,157,852 $ 6,839,180 ============ ===========
During the fiscal year ended February 3, 2001, the Company entered into a two-year unsecured revolving credit facility (the Credit Facility) whereby the Company may borrow up to $25 million. The Credit Facility consists of a $10 million line of credit (the Line) and $15 million in reserves for letters of credit (see Note 8). All borrowings under the Credit Facility bear interest, at the LIBOR rate (5.89 percent at February 3, 2001) plus an additional amount ranging from 0.80 percent to 2.90 percent, adjusted quarterly based on the Company's performance per annum (0.80 percent at February 3, 2001). The Company is also required to pay, quarterly in arrears, a commitment fee of 0.10 percent per annum on the average daily unused portion of the Line. There are no compensating balance requirements associated with the Credit Facility. 24 The Credit Facility contains certain restrictions regarding additional indebtedness, business operations, guaranties, transfers and sales of assets, transactions with subsidiaries or affiliates and liens. In addition, the Company must comply with certain quarterly restrictions (based on a rolling four-quarters basis) regarding net worth, leverage ratio, fixed charge coverage and current ratio requirements. The Company was in compliance with all covenants at February 3, 2001. The Mortgage Note was financed with a bank, initially bearing interest at the bank's prime rate plus .5 percent. The Mortgage Note is payable in 84 monthly installments of $6,000, plus accrued interest, through December 2002, at which time the remaining principal balance is due. On October 14, 1997, an interest rate swap (the Swap) with a notional principal amount of approximately $5,462,000 was effectuated, whereby the interest at the bank's prime rate plus .5 percent was exchanged for a fixed rate of 9 percent of the outstanding principal of the Mortgage Note. The Company incurred no additional costs associated with the Swap during the fiscal year ended January 30, 1999. The Company bought out the Swap during the fiscal year ended January 29, 2000, for approximately $8,000, which is included in general, administrative and store operating expenses in the accompanying consolidated statements of income. During the fiscal year ended February 3, 2001, in connection with the closing of the Credit Facility, the Company amended the Mortgage Note to provide that the existing indebtedness would bear interest under the same provision as that in the Credit Facility and the restrictive covenants would be modified to be the same as those in the Credit Facility. Deferred rent represents the difference between actual operating lease obligations due and operating lease expense, which is recorded by the Company on a straight-line basis over the terms of its leases. Maturities of the Mortgage Note are as follows as of February 3, 2001:
FISCAL YEAR ENDING AMOUNT --------------- 2002........................... $ 72,000 2003........................... 5,149,500 --------------- $ 5,221,500 ===============
7. RELATED PARTY TRANSACTIONS: Certain officers have entered into agreements with the Company which provide for base salaries, annual bonuses and certain severance benefits in the event that their employment is terminated by the Company "without cause" or following a "change of control" of the Company. 8. COMMITMENTS AND CONTINGENCIES: The Company leases retail store space and various office equipment under operating leases expiring in various years through the fiscal year ending 2012. Certain of the leases provide that the Company may cancel the lease if the Company's retail sales at that location fall below an established level, while certain leases provide for additional rent payments to be made when sales exceed a base amount. Certain operating leases provide for renewal options for periods from three to five years at their fair rental value at the time of renewal. In the normal course of business, operating leases are generally renewed or replaced by other leases. Minimum future rental payments under noncancellable operating leases (including leases with certain minimum sales cancellation clauses described below and exclusive of common area maintenance charges and/or contingent rental payments based on sales) as of February 3, 2001, were as follows:
FISCAL YEAR ENDING AMOUNT ------------------ --------------- 2002........................... $ 11,539,777 2003........................... 10,672,290 2004........................... 9,569,007 2005........................... 8,417,435 2006........................... 6,701,853 Thereafter..................... 17,967,591 --------------- $ 64,867,953 ===============
25 As mentioned earlier, a majority of the Company's store operating leases contain cancellation clauses that allow the leases to be terminated at the Company's discretion, if certain minimum sales levels are not met within the first few years of the lease term. The Company has not historically exercised many of these cancellation clauses and, therefore, has included the full lease terms of such leases in the above table. For the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999, total rent expense under the Company's operating leases was approximately $21,185,000, $14,843,000 and $11,332,000, respectively, including common area maintenance charges of approximately $2,511,000, $1,827,000 and $1,480,000, other rental charges of approximately $2,473,000, $1,928,000 and $1,637,000, and contingent rental expense of approximately $2,437,000, $1,084,000 and $426,000, based on sales, respectively. At February 3, 2001, the Company had approximately $8,097,000 in commercial letters of credit outstanding (see Note 6), which have arisen in the normal course of business due to foreign purchase commitments. The Company is involved in claims and actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the financial position of the Company. 9. STOCK OPTION PLANS AND CAPITAL STOCK TRANSACTIONS: 1992 STOCK OPTION PLAN During fiscal year 1992, the Board of Directors (the Board) approved a stock option plan (the 1992 Plan), which reserved approximately 749,000 shares of common stock for future issuance under the 1992 Plan to eligible employees of the Company. The per share exercise price of each stock option is not less than the fair market value of the stock on the date of grant or, in the case of an employee owning more than 10 percent of the outstanding stock of the Company and to the extent incentive stock options, as opposed to nonqualified stock options, are issued, the price is not less than 110 percent of such fair market value. Also, the aggregate fair market value of the stock with respect to which incentive stock options are exercisable for the first time by an employee in any calendar year may not exceed $100,000. Options granted under the terms of the 1992 Plan generally vest evenly over three years and have a 10-year term. As of February 3, 2001, approximately 280,000 nonqualified options were outstanding and approximately 468,000 had been exercised under the 1992 Plan. 1993 STOCK OPTION PLAN During fiscal year 1993, the Board approved a stock option plan (the 1993 Plan), which reserved approximately 1,161,000 shares of common stock for future issuance under the 1993 Plan to eligible employees of the Company. During the fiscal year ended January 29, 2000, the Board amended the 1993 Plan to increase the aggregate number of shares available for purchase by 1,000,000 shares. The terms of the 1993 Plan are essentially the same as the 1992 Plan. As of February 3, 2001, approximately 1,244,000 nonqualified options were outstanding and approximately 322,000 had been exercised under the 1993 Plan. INDEPENDENT DIRECTORS' PLAN In October 1998, the Board approved a stock option plan (the Independent Directors' Plan) which reserved 300,000 shares of common stock for future issuance to eligible independent directors of the Company. Options granted under the terms of the Independent Directors' Plan vest after six months and have a 10-year term. As of February 3, 2001, 90,000 shares had been granted under the Independent Directors' Plan. Since 1993 and prior to adoption of the Independent Directors' Plan, four independent directors of the Company had been granted a total of 393,000 nonqualified options through individual grants at exercise prices ranging from $1.63 to $13.56. Subsequent to the adoption of the Independent Directors' Plan, three independent directors of the Company were granted 30,000 nonqualified stock options through individual grants at an exercise price of $19.31 per share. As of February 3, 2001, approximately 162,000 of these individual grant nonqualified options and options under the Independent Directors' Plan were outstanding and approximately 231,000 had been exercised. 26 EXECUTIVE OFFICERS' SUPPLEMENTARY STOCK OPTION PROGRAM During the fiscal year ended February 3, 2001, the Board approved an executive officers' supplementary stock option program (the Executive Officers' Program), which reserved 250,000 shares of common stock for future issuance to eligible executive officers of the Company. Options granted under the terms of the Executive Officers' Program vest evenly over three years and have a 10-year term. As of February 3, 2001, all 250,000 shares had been granted under the Executive Officers' Program at exercise prices ranging from $22.96 to $34.44. Of the 250,000 shares granted during the fiscal year ended February 3, 2001, 30,000 shares were granted at exercise prices below fair market value. The granting of these shares resulted in stock compensation expense of approximately $70,000 being recorded in the accompanying consolidated financial statements. As of February 3, 2001, all of these nonqualified options were outstanding. AGGREGATE STOCK OPTION ACTIVITY As of February 3, 2001, 1,936,035 nonqualified options were outstanding at a weighted average exercise price of $10.80 per share, and 805,651 remained available for future grants. Of the options outstanding, 1,112,066 options were exercisable. Stock option activity for the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999, was as follows:
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FEBRUARY 3, 2001 JANUARY 29, 2000 JANUARY 30, 1999 ----------------------- -------------------------- ------------------------- WEIGHTED- WEIGHTED- WEIGHTED- NUMBER AVERAGE NUMBER AVERAGE NUMBER AVERAGE OF EXERCISE OF EXERCISE OF EXERCISE OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE --------- --------- ---------- ----------- --------- ------------ Outstanding, beginning of period. 1,715,958 $ 5.14 1,605,306 $ 3.02 1,955,554 $ 2.57 Granted ........................ 600,000 22.58 397,000 12.27 391,500 4.50 Exercised ...................... (352,454) 3.40 (273,346) 3.21 (693,848) 2.64 Canceled or expired ............ (27,469) 9.39 (13,002) 2.37 (47,900) 2.46 --------- ---------- --------- Outstanding, end of period ....... 1,936,035 10.80 1,715,958 5.14 1,605,306 3.02 ========= ========== ========= Options exercisable, end of period.......................... 1,112,066 5.16 1,023,677 3.54 865,386 3.05
The following table summarizes information about stock options as of February 3, 2001:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE -------------------------------------- ------------------------ WEIGHTED- AVERAGE WEIGHTED- WEIGHTED- REMAINING AVERAGE AVERAGE RANGES OF NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE EXERCISE PRICES OUTSTANDING LIFE (YEARS) PRICE EXERCISABLE PRICE ----------------- ----------- ----------------- -------- ------------- --------- $1.63 - $4.99 911,432 5.71 $2.79 826,959 $2.61 $5.00 - $9.99 67,000 3.94 6.12 77,000 6.16 $10.00 - $19.99 669,603 8.73 13.12 178,107 13.89 $20.00 - $34.75 288,000 9.60 31.82 30,000 21.12 ----------- ----------------- -------- ------------- --------- 1,936,035 7.27 $10.80 1,112,066 $5.16 =========== ================= ======== ============= =========
EMPLOYEE STOCK PURCHASE PLAN The Board adopted a noncompensatory employee stock purchase plan (ESPP), which became effective upon the consummation of the Company's initial public offering on April 1, 1993, and as amended, that covers an aggregate of approximately 228,000 shares of common stock. Under the ESPP, all employees are given the right to purchase up to 800 shares of the common stock of the Company two times a year at a price equal to 85 percent of the value of the stock immediately prior to the beginning of each exercise period. During the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999, approximately 18,000, 69,000 and 70,000 shares, respectively, were purchased under the ESPP. The Company recognized no compensation expense for the issuance of these shares. 27 SFAS NO. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION" The Company accounts for its stock-based compensation plans under Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). The FASB later issued Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). SFAS 123 allows companies to continue following the accounting guidance of APB 25, but requires pro forma disclosure of net income and EPS for the effects on compensation expense had the accounting guidance of SFAS 123 been adopted. The pro forma disclosures are required only for options granted in fiscal years that begin after December 15, 1994. For SFAS 123 purposes, the fair value of each option granted has been estimated as of the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 6.3, 6.2 and 6.3 percent for the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999, respectively, expected life of seven years, no expected dividends, and expected volatility of 74, 67 and 75 percent for the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999, respectively. The weighted average fair value of options granted during the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999, was $18.38, $12.27 and $9.05, respectively. Options granted under the 1992 Plan and 1993 Plan vest ratably over three years. All other options were either exercisable after six months or vested ratably over three years. The term of all options granted is 10 years. Had compensation expense been determined consistent with SFAS 123, utilizing the assumptions detailed above, the Company's net income and net income per common and common equivalent shares outstanding would have been changed to the following pro forma amounts for the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999:
FISCAL YEAR FISCAL YEAR FISCAL YEAR ENDED ENDED ENDED FEBRUARY 3, JANUARY 29, JANUARY 30, 2001 2000 1999 ----------- ------------ ----------- Net income: As reported................................................ $28,378,619 $15,489,380 $9,139,108 Pro forma.................................................. 26,382,313 14,451,495 8,443,686 Net income per common share - Basic: As reported................................................ $ 1.64 $ .91 $ .56 Pro forma.................................................. 1.52 .85 .52 Net income per common and common equivalent share - Diluted: As reported................................................ $ 1.56 $ .88 $ .54 Pro forma.................................................. 1.37 .77 .49
10. EMPLOYEE BENEFIT PLAN: The Company has a defined contribution employee benefit plan (the Plan) covering substantially all employees. Employees' rights to Company-contributed benefits vest over two to six years of service, as specified in the Plan. Effective January 1, 1999, the Company amended the Plan to incorporate a 401(k) savings plan feature (the 401(k)) into the Plan. Under the 401(k), employees may contribute up to 20 percent of their annual compensation, subject to certain statutory limitations. The Company matches employee contributions at 33 1/3 percent up to 6 percent of the employees' contributions. The Company contributions to the 401(k) vest ratably over two to six years of service, as specified in the Plan. For the fiscal years ended February 3, 2001, January 29, 2000, and January 30, 1999, the Company's costs under the Plan were approximately $283,000, $276,000 and $487,000, respectively. 29 11. SUBSEQUENT EVENT (UNAUDITED): On April 19, 2001, the Company announced that the Board had approved a three-for-two stock split of the Company's common stock, payable in the form of a stock dividend on May 16, 2001, to stockholders of record as of the close of business on May 2, 2001. The historical earnings per share amounts included in these consolidated financial statements have not been restated for the effect of this stock split. Pro forma information reflecting the effect of this stock split is as follows:
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FEBRUARY 3, JANUARY 29, JANUARY 30, 2001 2000 1999 ----------------- ----------------- ----------------- NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE DATA: Basic.................................................... $ 1.09 $ 0.61 $ 0.37 Diluted.................................................. $ 1.04 $ 0.58 $ 0.36 WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING: Basic.................................................... 26,027,930 25,413,350 24,503,277 Diluted.................................................. 27,221,798 26,521,557 25,589,688
12. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED):
NET INCOME PER NET GROSS NET NET INCOME PER COMMON AND COMMON SALES PROFIT INCOME COMMON SHARE - BASIC EQUIVALENT SHARE - DILUTED ----------- ----------- ---------- -------------------- -------------------------- Fiscal year ended January 30, 1999: First quarter.................. $25,895,908 $15,126,755 $2,328,505 $ .15 $ .14 Second quarter................. 27,358,542 16,346,471 2,713,082 .17 .16 Third quarter.................. 26,754,149 15,713,456 2,371,442 .15 .14 Fourth quarter................. 26,732,994 15,358,485 1,726,079 .10 .10 Fiscal year ended January 29, 2000: First quarter.................. $36,424,981 $21,524,358 $4,216,453 $ .25 $ .24 Second quarter................. 36,771,293 21,276,944 3,946,666 .23 .22 Third quarter.................. 40,008,995 23,408,317 4,078,309 .24 .23 Fourth quarter................. 41,797,012 23,842,732 3,247,952 .19 .18 Fiscal year ended February 3, 2001: First quarter.................. $56,692,814 $33,928,820 $7,475,922 $ .44 $ .42 Second quarter................. 60,638,316 34,994,364 7,377,426 .43 .41 Third quarter.................. 68,990,473 40,669,142 7,820,096 .45 .43 Fourth quarter................. 73,124,293 41,182,993 5,705,175 .33 .31
REPORTS ON FORM 10-K A copy of the Company's annual report to the Securities and Exchange Commission on Form 10-K will be sent to any shareholder without charge upon written request to Investor Relations at the current mailing address or website address below: Chico's FAS, Inc. 11215 Metro Parkway Fort Myers, Florida 33912 Website: www.chicos.com ------ Transfer Agent and Registrar: The Registrar and Transfer Company 10 Commerce Drive Cranford, New Jersey 07016 Legal Counsel: Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis Tampa, Florida 33602 Independent Certified Public Accountants: Arthur Andersen LLP Tampa, Florida 33602 Investor Relations: The Investor Relations Company 2340 S. River Road Des Plaines, IL 60018 ------ Annual Shareholders' Meeting: Tuesday, June 19, 2001 at 2:00 p.m. Sanibel Harbour Resort Ft. Myers, Florida 33908 - -------------------------------------------------------------------------------- CHICO'S-REGISTERED TRADEMARK- FAS, Inc. EXECUTIVE OFFICERS ------------------ Marvin J. Gralnick Chief Executive Officer President Helene B. Gralnick Senior Vice President - Design & Concept Charles J. Kleman Chief Financial Officer Executive Vice President - Finance Secretary/Treasurer Scott A. Edmonds Chief Operating Officer Assistant Secretary Patricia A. Murphy Senior Vice President - General Merchandise Manager Mori C. MacKenzie Vice President - Director of Stores Tedford G. Marlow Executive Vice President DIRECTORS --------- Marvin J. Gralnick Chairman of the Board Helene B. Gralnick Senior Vice President - Design & Concept Charles J. Kleman Chief Financial Officer Executive Vice President - Finance Secretary/Treasurer Verna K. Gibson Retailing Consultant Ross E. Roeder Chairman and Chief Executive Officer - Smart & Final, Inc. John W. Burden Retailing Consultant 30 EX-21 4 a2046953zex-21.txt EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Chico's Distribution, Inc., a Florida corporation Chico's Concept, Inc., a Florida corporation Chico's Media, Inc., a Florida corporation EX-23 5 a2046953zex-23.txt EXHIBIT 23 [LETTERHEAD OF ARTHUR ANDERSEN] CONSENT TO USE OF REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation of our report, and to all references to our firm included in or made a part of this Form 10-K, into the Company's previously filed Registration Statement File Nos. 33-60524, 33-63822, 33-83840, 333-51297, 333-69643, 333-69645, 333-86253, 333-44678 and 333-54082. /s/ ARTHUR ANDERSEN LLP Tampa, Florida, April 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----