8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report: (Date of earliest event reported): February 24, 2010

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida
(State or Other Jurisdiction of Incorporation)

001-16435	59-2389435
(Commission File Number)	(IRS Employer Identification No.)

11215 Metro Parkway, Fort Myers, Florida	33966
(Address of Principal Executive Offices)	(Zip code)

(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02. Results of Operations and Financial Condition

     On February 24, 2010, Chico’s FAS, Inc. (“the Company”) issued a press release announcing its fourth quarter and fiscal 2009 earnings. A copy of the release issued on February 24, 2010 is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01 Other Events

     On February 24, 2010, the Company issued a press release announcing its Board of Directors declared an initial cash dividend of $0.04 per share. A copy of the release issued on February 24, 2010 is attached to this Report as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits:

Exhibit 99.1	Chico’s FAS, Inc. Announces Fourth Quarter Comparable Store Sales Increase of 14.6% and Diluted EPS of $0.10
Exhibit 99.2	Chico’s Initiates Cash Dividend of $0.04 Per Share
EX-99.1
EX-99.2

SIGNATURES

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

	CHICO’S FAS, INC.
Date: February 24, 2010	By:	/s/ Kent A. Kleeberger
		Kent A. Kleeberger, Executive Vice President —
		Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release of Chico’s FAS, Inc. dated February 24, 2010
Exhibit 99.2	Press Release of Chico’s FAS, Inc. dated February 24, 2010

EX-99.1

Exhibit 99.1

Chico’s FAS, Inc. • 11215 Metro Parkway • Fort Myers, Florida 33966 • (239) 277-6200

For Immediate Release

Executive Contact:
Robert C. Atkinson
Vice President-Investor Relations
Chico’s FAS, Inc.
(239) 274-4199

Chico’s FAS, Inc. Announces Fourth Quarter Comparable
Store Sales Increase of 14.6% and Diluted EPS of $0.10

• Sales increased 16.7% to $435.7 million with direct-to-consumer sales increasing 42%

• Fourth quarter gross margin expansion of over 1000 basis points

• Cash and marketable securities were $423.5 million at year-end

     Fort Myers, FL — February 24, 2010 — Chico’s FAS, Inc. (NYSE: CHS) today announced its financial results for the fourth quarter and fiscal year ended January 30, 2010.

Fourth Quarter and Fiscal Year 2009 Financial Results

     For the fourth quarter, the Company recorded net income of $17.5 million, or $0.10 per diluted share, compared to a net loss of $40.5 million, or $0.23 per diluted share, for last year’s fourth quarter. The fourth quarter 2009 results included a non-cash impairment charge totaling approximately $1.3 million, net of tax, resulting from an additional write down of a note receivable to current market value. Excluding the $1.3 million charge in the current quarter and the $15.7 million, net of tax, impairment and restructuring charges in the prior year’s fourth quarter, the Company had net income for the current quarter of $18.8 million, or $0.10 per diluted share, compared to a net loss of $24.8 million, or $0.14 per diluted share, for the like period last year.

     For fiscal 2009, the Company had net income of $69.6 million, or $0.39 per diluted share compared to a net loss of $19.1 million, or $0.11 per diluted share for fiscal 2008. Excluding the impairment and restructuring charges in each year, the Company had net income for the year of $79.2 million, or $0.44 per diluted share versus a net loss of $4.9 million, or $0.03 per diluted share in the prior year.

Sales

     Net sales for the fourth quarter increased from $373.4 million to $435.7 million, and for the full year net sales increased from $1.58 billion to $1.71 billion. Consolidated comparable store sales increased 14.6% for the quarter compared to a 13.0% decrease for the like period last year. The Chico’s/Soma Intimates brands’ comparable store sales increased 11.6% compared to a 16.1% decrease for the like period last year, and the White House | Black Market (“WH|BM”) brand’s comparable store sales increased 21.2% compared to a 5.0% decrease for the like period last year.

Page 1 of 7

     For fiscal 2009, consolidated comparable store sales increased 6.1% compared to a 15.1% decrease last year. The Chico’s/Soma brands’ comparable store sales increased 4.1% compared to a 17.4% decrease last year, and the WH|BM brand’s comparable store sales increased 10.8% compared to a decrease of 8.0% last year.

     Direct-to-consumer sales, not included in comparable store sales, increased approximately 42% for the fourth quarter over the like period last year and approximately 39% for the 2009 fiscal year over fiscal year 2008.

Gross Margin

     For the quarter, gross margin, expressed as a percentage of net sales, increased 1,020 basis points to 54.6% from 44.4% in the prior year’s fourth quarter. In dollars, gross margin increased from $166.0 million to $238.0 million, representing a $72 million pre tax improvement. The gross margin increase was attributable to significantly higher merchandise margins at both Chico’s and WH|BM brands benefiting from substantially lower markdowns, improved full-price selling and, to a lesser extent, higher initial markups for both brands.

Selling, General and Administrative Expenses

     Selling, general and administrative expenses (“SG&A”) for the fourth quarter declined from $228.4 million in the prior period to $212.0 million primarily due to the recognition of $23.7 million in pre-tax impairment and restructuring charges in the fourth quarter last year. Excluding both current year impairment charges and prior year impairment and restructuring charges, SG&A would have been $210.0 million for the current quarter compared to $204.8 million in the prior period, which represents a 2.5% increase in dollars but a 660 basis point improvement as a percentage of net sales.

     Store operating expenses for the fourth quarter increased by $4.6 million, primarily due to increases in store occupancy and personnel costs. However, expressed as a percentage of net sales, store operating expenses decreased 500 basis points due to the leverage resulting from positive comparable store sales.

     Marketing expenses for the fourth quarter increased by $0.4 million primarily due to an increase in print and television network advertising associated with expanded national marketing campaigns. However, expressed as a percentage of net sales, marketing expenses decreased by 60 basis points year over year.

     National Store Support Center (“NSSC”) expenses for the quarter, including corporate and other non-brand specific expenses, were about flat to last year but decreased by 100 basis points due to the leverage associated with improved comparable store sales.

Inventories

     End of year inventory increased $6.1 million or approximately 5% from the prior year. Consolidated inventory at the end of the year increased 4% per selling square foot to $53 compared to $51 at the end of the prior year. End of year inventory for the WH|BM brand decreased approximately 5% per selling square foot over the prior year, while Chico’s brand inventory increased approximately 3% year over year.

Page 2 of 7

Cash and Marketable Securities

     Cash and marketable securities at the end of fiscal 2009 increased 57.6% to $423.5 million from $268.7 million at the end of fiscal 2008. Net cash provided by operating activities for the fiscal year increased by $115.9 million over the prior year primarily as a result of higher cash flows from operations, and an increase in accounts payables. Additionally, the Company invested $67.9 million in capital expenditures in fiscal 2009 versus $104.6 million in fiscal 2008.

ABOUT CHICO’S FAS, INC.

The Company is a women’s specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items. The Company operates 1,084 specialty stores, including stores in 48 states, the District of Columbia, the U.S. Virgin Islands and Puerto Rico.

The Chico’s brand currently operates 599 boutique and 45 outlet stores, publishes a catalog during key shopping periods throughout the year, and conducts e-commerce at www.chicos.com.

White House | Black Market currently operates 333 boutique and 17 outlet stores, publishes a catalog highlighting its latest fashions and conducts e-commerce at www.whitehouseblackmarket.com.

Soma Intimates is the Company’s developing concept with 86 boutique stores and 4 outlet stores today. Soma Intimates also publishes a catalog for its customers and conducts e-commerce at www.soma.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements contained herein, including without limitation, statements addressing the beliefs, plans, objectives, estimates or expectations of the Company or future results or events constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements involve known or unknown risks, including, but not limited to, general economic and business conditions, and conditions in the specialty retail industry. There can be no assurance that the actual future results, performance, or achievements expressed or implied by such forward-looking statements will occur. Users of forward-looking statements are encouraged to review the Company’s latest annual report on Form 10-K, its filings on Form 10-Q, management’s discussion and analysis in the Company’s latest annual report to stockholders, the Company’s filings on Form 8-K, and other federal securities law filings for a description of other important factors that may affect the Company’s business, results of operations and financial condition. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

For more detailed information on Chico’s FAS, Inc., please go to our corporate website, www.chicosfas.com.

(Financial Tables Follow)

Page 3 of 7

Chico’s FAS, Inc.
Consolidated Statements of Operations
(in thousands, except per share amounts)

	Fifty-Two Weeks Ended										Thirteen Weeks Ended
	(unaudited)										(unaudited)				(unaudited)
	January 30, 2010				January 31, 2009						January 30, 2010				January 31, 2009
	Amount		% of Sales		Amount			% of Sales			Amount		% of Sales		Amount			% of Sales
Net sales:
Chico’s/Soma stores	$	1,125,192		65.7	$	1,074,939			67.9		$	271,817		62.4	$	242,887			65.0
WH|BM stores		489,631		28.6		436,875			27.6			132,312		30.4		108,179			29.0
Direct-to-consumer		98,327		5.7		70,591			4.5			31,601		7.2		22,313			6.0
Total net sales		1,713,150		100.0		1,582,405			100.0			435,730		100.0		373,379			100.0
Cost of goods sold		753,409		44.0		762,913			48.2			197,697		45.4		207,423			55.6
Gross margin		959,741		56.0		819,492			51.8			238,033		54.6		165,956			44.4
Selling, general and administrative expenses:
Store operating expenses		647,040		37.8		645,352			40.8			164,559		37.8		159,916			42.8
Marketing		78,075		4.5		80,326			5.1			19,099		4.4		18,653			5.0
National Store Support Center		111,447		6.5		109,744			6.9			26,324		6.0		26,191			7.0
Impairment and restructuring charges		15,026		0.9		23,664			1.5			2,000		0.4		23,664			6.3
Total selling, general, and administrative expenses		851,588		49.7		859,086			54.3			211,982		48.6		228,424			61.1
Income (loss) from operations		108,153		6.3		(39,594	)		(2.5	)		26,051		6.0		(62,468	)		(16.7	)
Interest income, net		1,693		0.1		7,757			0.5			357		0.1		1,324			0.3
Income (loss) before income taxes		109,846		6.4		(31,837	)		(2.0	)		26,408		6.1		(61,144	)		(16.4	)
Income tax provision (benefit)		40,200		2.3		(12,700	)		(0.8	)		8,900		2.1		(20,600	)		(5.5	)
Net income (loss)	$	69,646		4.1	$	(19,137	)		(1.2	)	$	17,508		4.0	$	(40,544	)		(10.9	)
Per share data:
Net income (loss) per common share-basic	$	0.39			$	(0.11	)				$	0.10			$	(0.23	)
Net income (loss) per common & common equivalent share—diluted	$	0.39			$	(0.11	)				$	0.10			$	(0.23	)
Weighted average common shares outstanding—basic		177,499				176,606						177,950				177,069
Weighted average common & common equivalent shares outstanding—diluted		178,858				176,606						179,509				177,069

Page 4 of 7

Chico’s FAS, Inc.
Consolidated Balance Sheets
(in thousands)

	January 30,			January 31,			February 2,
	2010			2009			2008
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	37,043		$	26,549		$	13,801
Marketable securities, at market		386,500			242,153			260,469
Receivables		3,922			33,993			11,924
Income tax receivable		312			11,706			23,973
Inventories		138,516			132,413			144,261
Prepaid expenses		24,023			21,702			18,999
Deferred taxes		9,664			17,859			13,306
Total Current Assets		599,980			486,375			486,733
Property and Equipment:
Land and land improvements		21,978			18,627			17,867
Building and building improvements		82,169			74,998			62,877
Equipment, furniture and fixtures		388,392			376,218			347,937
Leasehold improvements		412,834			418,691			396,650
Total Property and Equipment		905,373			888,534			825,331
Less accumulated depreciation and amortization		(383,844	)		(327,989	)		(257,378	)
Property and Equipment, Net		521,529			560,545			567,953
Other Assets:
Goodwill		96,774			96,774			96,774
Other intangible assets		38,930			38,930			38,930
Deferred taxes		36,321			38,458			22,503
Other assets, net		25,269			5,101			37,233
Total Other Assets		197,294			179,263			195,440
	$	1,318,803		$	1,226,183		$	1,250,126
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	79,219		$	56,542		$	79,030
Accrued liabilities		95,862			88,446			100,726
Current portion of deferred liabilities		2,221			1,748			1,437
Total Current Liabilities		177,302			146,736			181,193
Noncurrent Liabilities:
Deferred liabilities		159,583			177,251			156,417
Stockholders’ Equity:
Common stock		1,781			1,771			1,762
Additional paid-in capital		268,109			258,312			249,639
Retained earnings		711,624			641,978			661,115
Other accumulated comprehensive income		404			135			—
Total Stockholders’ Equity		981,918			902,196			912,516
	$	1,318,803		$	1,226,183		$	1,250,126

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Chico’s FAS, Inc.
Consolidated Cash Flow Statements
(in thousands)

	Fifty-Two Weeks Ended
	January 30,			January 31,
	2010			2009
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	69,646		$	(19,137	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities —
Depreciation and amortization, cost of goods sold		8,372			8,782
Depreciation and amortization, other		88,000			88,790
Deferred tax expense (benefit)		5,647			(20,507	)
Stock-based compensation expense, cost of goods sold		2,163			2,769
Stock-based compensation expense, other		5,239			9,821
Excess tax benefit of stock-based compensation		(3,194	)		(100	)
Impairment charges		15,026			13,691
Deferred rent expense, net		2,338			6,060
Loss on disposal of property and equipment		1,372			761
Decrease (increase) in assets —
Receivables, net		4,237			3,766
Income tax receivable		11,394			12,267
Inventories		(6,103	)		11,847
Prepaid expenses and other		(2,489	)		4,224
Increase (decrease) in liabilities —
Accounts payable		22,677			(22,488	)
Accrued and other deferred liabilities		(8,955	)		(1,100	)
Total adjustments		145,724			118,583
Net cash provided by operating activities		215,370			99,446
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities		(590,223	)		(569,358	)
Proceeds from sale of marketable securities		446,146			587,809
Purchases of property and equipment		(67,920	)		(104,615	)
Net cash used in investing activities		(211,997	)		(86,164	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		4,857			306
Excess tax benefit of stock-based compensation		3,194			100
Cash paid for deferred financing costs		—			(629	)
Repurchase of common stock		(930	)		(311	)
Net cash provided by (used in) financing activities		7,121			(534	)
Net increase in cash and cash equivalents		10,494			12,748
CASH AND CASH EQUIVALENTS, Beginning of period		26,549			13,801
CASH AND CASH EQUIVALENTS, End of period	$	37,043		$	26,549

Page 6 of 7

SEC Regulation G — The Company reports its consolidated financial results in accordance with generally accepted accounting principles (GAAP). However, to supplement these consolidated financial results, management believes that certain non-GAAP operating results, which exclude impairment and certain other non-recurring charges, may provide a more meaningful measure on which to compare the Company’s results of operations between periods. The Company believes these non-GAAP results provide useful information to both management and investors by excluding certain expenses that impact the comparability of the results. A reconciliation of net income and earnings per diluted share on a GAAP basis to net income and earnings per diluted share on a non-GAAP basis is presented in the table below:

Chico’s FAS, Inc.
Non-GAAP to GAAP Reconciliation of Net Income (Loss) and Diluted EPS
(in thousands, except per share amounts)

	Fifty-Two Weeks Ended						Thirteen Weeks Ended
	January 30,			January 31,			January 30,			January 31,
	2010			2009			2010			2009
Net income (loss):
GAAP basis	$	69,646			($19,137	)	$	17,508			($40,544	)
Add: Impact of impairment charges		15,026			23,664			2,000			23,664
Less: Tax effect on impairment charges		(5,499	)		(9,440	)		(674	)		(7,969	)
Non-GAAP adjusted basis	$	79,173			($4,913	)	$	18,834			($24,849	)
Net income (loss) per diluted share:
GAAP basis	$	0.39			($0.11	)	$	0.10			($0.23	)
Add: Impact of impairment charges, net of tax		0.05			0.08			0.00			0.09
Non-GAAP adjusted basis	$	0.44			($0.03	)	$	0.10			($0.14	)

Page 7 of 7

EX-99.2

Exhibit 99.2

For Immediate Release

Executive Contact:
Robert C. Atkinson
Vice President-Investor Relations
Chico’s FAS, Inc.
(239) 274-4199

Chico’s Initiates Cash Dividend of $0.04 Per Share

Fort Myers, FL - February 24, 2010 - Women’s specialty retailer Chico’s FAS, Inc. (NYSE: CHS) announced today that its Board of Directors has declared an initial quarterly cash dividend of $0.04 per share on its common stock. The dividend will be payable on March 22, 2010 to Chico’s FAS shareholders of record at the close of business on March 8, 2010. This is the first quarterly dividend declared since Chico’s FAS became a publicly traded company in March 1993. While it is the Company’s intention to continue to pay a quarterly cash dividend for fiscal 2010 and beyond, any decision to pay future cash dividends will be made by the Board of Directors and will depend on future earnings, financial condition and other factors.

About Chico’s FAS, Inc.

The Company is a women’s specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items. The Company operates 1,084 specialty stores, including stores in 48 states, the District of Columbia, the U.S. Virgin Islands and Puerto Rico.

The Chico’s brand currently operates 599 boutique and 45 outlet stores, publishes a catalog during key shopping periods throughout the year, and conducts e-commerce at www.chicos.com.

White House | Black Market operates 333 boutique and 17 outlet stores, publishes a catalog highlighting its latest fashions and conducts e-commerce at www.whitehouseblackmarket.com

Soma Intimates is the company’s developing concept with 86 boutique stores and 4 outlet stores today. Soma Intimates also publishes a catalog for its customers and conducts e-commerce at www.soma.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements contained herein, including without limitation, statements addressing the beliefs, plans, objectives, estimates or expectations of the Company or future results or events constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements involve known or unknown risks, including, but not limited to, general economic and business conditions, and conditions in the specialty retail industry. There can be no assurance that the actual future results, performance, or achievements expressed or implied by such forward-looking statements will occur. Users of forward-looking statements are encouraged to review the Company’s latest annual report on Form 10-K, its filings on Form 10-Q, management’s discussion and analysis in the Company’s latest annual report to stockholders, the Company’s filings on Form 8-K, and other federal securities law filings for a description of other important factors that may affect the Company’s business, results of operations and financial condition. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

For more detailed information on Chico’s FAS, Inc., please go to our corporate website,
www.chicosfas.com.