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): May 30, 2007

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida
(State or Other Jurisdiction of Incorporation)

0-21258	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))

TABLE OF CONTENTS

EX-99.1 Press Release

Item 2.02. Results of Operations and Financial Condition

     On May 30, 2007, Chico’s FAS, Inc. issued a press release announcing its first quarter earnings. A copy of the release issued on May 30, 2007 is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

     (d)      Exhibits:

     Exhibit 99.1      Chico’s FAS, Inc. Press Release dated May 30, 2007.

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: May 30, 2007	By: /s/ Michael J. Kincaid
	Michael J. Kincaid, Senior Vice President — Finance, Chief Accounting Officer and Assistant Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release of Chico’s FAS, Inc. dated May 30, 2007

EX-99.1

Exhibit 99.1

Chico’s FAS, Inc. • 11215 Metro Parkway • Fort Myers, Florida 33966 • (239) 277-6200 • Fax: (239) 277-5237

For Immediate Release

Executive Contacts:
Charles J. Kleman	F. Michael Smith
Executive Vice President	Vice President
Chief Financial Officer	Investor and Community Relations
Chico’s FAS, Inc.	Chico’s FAS, Inc.
(239) 274-4105	(239) 274-4797

Chico’s FAS, Inc. Announces First Quarter Revenues and Earnings

• Revenues rose 16% to $453 million

• First quarter income from continuing operations was $49 million, or $0.28 cents per diluted share

• Company opened 39 new stores and relocated/expanded 14 existing stores during quarter

• May comparable store sales currently trending down in the mid single digit range, with Chico’s trending down in the mid single digit range and WH|BM trending up in the low single digit range

     Fort Myers, FL - May 30, 2007 - Chico’s FAS, Inc. (NYSE: CHS) today announced its financial results for the fiscal 2007 first quarter ended May 5, 2007.

     Net sales for the first quarter ended May 5, 2007 increased 16.0% to $453 million from $391 million for the fiscal 2006 first quarter ended April 29, 2006. Income from continuing operations for the fiscal 2007 first quarter was $49 million, or $0.28 a diluted share, compared to income from continuing operations of $53 million, or $0.29 a diluted share in the prior year’s first quarter. As previously reported, comparable store sales for the Company-owned stores decreased 1.6% for the thirteen-week period ended May 5, 2007 compared to the thirteen-week period last year ending May 6, 2006 (the Chico’s brand same store sales decreased by approximately 1% and the WH|BM brand’s same store sales decreased by approximately 2%).

     Gross profit for the fiscal 2007 first quarter increased 16.0% to $280 million from $241 million in the prior year’s first quarter. Gross profit as a percentage of sales for the current quarter was 61.7%, unchanged from the prior year’s quarter. WH|BM front-line stores’ merchandise margins in the current quarter increased by approximately 180 basis points over such margins in the prior year’s first quarter, resulting in their highest ever first quarter level. The margin increase at WH|BM was attributable primarily to improved initial markups and a slightly lower markdown rate. At the same time, the Chico’s front-line stores’ merchandise margins for the current quarter came in slightly ahead of last year’s record first quarter merchandise margins. These record merchandise margins were offset by the mix effect resulting from the WH|BM and Soma sales continuing to become a larger portion of the Company’s overall net sales (both WH|BM and Soma operate with lower gross margins than the gross margins experienced by the Chico’s brand), and to a lesser extent, by the Company’s continued investment in its product development and merchandising functions for each of its three brands.

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     Selling, general and administrative expenses (“SG&A”) for the fiscal 2007 first quarter increased 27.6% to $205 million from $161 million in the prior year’s first quarter. As a percentage of sales, SG&A in the current quarter increased by approximately 410 basis points compared to the prior period due to increased store operating expenses offset somewhat by reductions in marketing and shared services costs as a percentage of sales. Store operating expenses as a percentage of sales in the first quarter increased by approximately 550 basis points compared to the prior period primarily due to increased occupancy and personnel costs attributable mainly to the larger size Chico’s and WH|BM stores that the Company has been opening, the Company’s continuing increased investment in store payroll to improve service levels and the mix effect of the WH|BM and Soma stores becoming a larger portion of the Company’s store base (both WH|BM and Soma brands operate with higher store operating costs as a percentage of sales than the store operating costs as a percentage of sales experienced by the Chico’s brand). To a lesser degree, store operating expenses as a percentage of sales also increased as a result of additional store level promotions and outreach events across all brands as well as from the deleverage associated with the Company’s negative same store sales.

     Marketing costs as a percentage of sales for the fiscal 2007 first quarter decreased by approximately 80 basis points as the Company reallocated a portion of its marketing budget to the later fiscal 2007 quarters and shared services expenses (including headquarters and other non-brand specific expenses) for the fiscal 2007 first quarter decreased by 60 basis points mainly due to a reduction in accrued incentive compensation for the fiscal 2007 first quarter when compared to the accrual in the prior year’s first quarter and the anniversarying of last year’s one-time write off of costs associated with the Company’s decision not to move forward with its new headquarters campus.

     Scott A. Edmonds, President and CEO, commented, “Our first quarter income from continuing operations of $49 million or $0.28 per share is in line with our expectations, considering the softness in sales during the quarter, particularly in April.”

     Mr. Edmonds continued, “We are pleased to see first quarter merchandise margins at record levels for Chico’s and White House | Black Market as we continue to focus on providing our customers with a more compelling product offering. As we expected, we have seen improvement in the White House | Black Market product offerings and the resulting sales. Chico’s May sales trends continue to show softness; however, we are pleased with our gross margins. As previously stated, we expect to see steady improvement in the Chico’s same store sales performance as we move closer to the Fall selling period.”

     Mr. Edmonds further said, “The additional resources allocated to our direct-to-consumer area resulted in a 35% increase in sales during the first quarter. This increase is a positive indication of the strong demand for our product via the catalog and Internet.”

     Some of the other highlights with respect to the first quarter results include the following:

• The Chico’s/Soma brand sales, excluding catalog and Internet, increased by 12.3% from $297 million in last year’s first quarter to $333 million in this year’s first quarter, while WH|BM brand sales increased by 30.3% from $79 million to $103 million quarter over quarter. The average transaction for the Chico’s front-line stores for the fiscal 2007 first quarter was flat as compared to last year’s first quarter, while the WH|BM average transaction increased by 8.1% in this year’s first quarter versus last year’s first quarter. The average unit retail for the Chico’s front-line stores for the fiscal 2007 first quarter declined by 7.2% as compared to last

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	year’s first quarter, while the WH|BM average unit retail increased by 5.4% quarter over quarter.
•	Net sales by catalog and Internet increased by 35.3% from $12.2 million in last year’s first quarter to $16.5 million in this year’s first quarter. The Company believes this increase is attributable to the implementation of the Company’s planned improvements in its website and call center infrastructure and its approach to merchandising on the website. The Company intends to continue making improvements to such infrastructure and merchandising approach in an effort to further promote sales through these channels.
•	On March 6, 2007, the Company announced the planned closure of the Fitigues brand operations (“Fitigues”). Accordingly, for all periods presented, the operating results for Fitigues are shown as discontinued operations in the Company’s consolidated statements of income. The loss on discontinued operations, net of tax, which included certain one-time costs related to employee severance and lease termination costs, reduced the current quarter’s earnings by approximately $.01 per diluted share. The Company does not expect additional material costs from such discontinued operations in future quarters.
•	The Company estimates the investment in its Soma brand reduced the current quarter’s earnings by approximately $.02 per diluted share. The Company is now expecting that the investment in the continued growth and development of the Soma brand will reduce fiscal year 2007 earnings by approximately $.07 to $.10 per diluted share.
•	During the fiscal 2007 first quarter, the Company opened 39 new stores and closed 5 stores, in addition to the closure of certain Fitigues stores. Also, during this first quarter, the Company expanded or relocated 14 stores. The Company expects to open between 16 and 20 additional stores during the second quarter and to expand or relocate between 14 and 16 stores during the second quarter.
•	Overall inventories increased approximately 28% since the beginning of the year, versus a sales increase of 16%. The growth in inventories was in large part a planned growth designed to address an unusually low level of inventories at year-end ($57 per selling square foot). In comparison, the Company’s inventory per selling square foot as of the end of the fiscal 2007 first quarter was $68, actually reflecting a decrease from the Company’s inventory per selling square foot of $75 as of the end of the fiscal 2006 first quarter.
•	During the fiscal 2007 first quarter, the Company consummated the purchase of 12 franchise stores together with the reacquisition of the territorial franchise rights to the state of Minnesota as well as the purchase of an additional franchise store in Florida. The preliminary allocation of the purchase price for each of these transactions resulted in an increase of approximately $34.2 million in goodwill and $4.9 million in other intangible assets.

          The Company is a specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items. The Company operates 949 women’s specialty stores, including stores in 48 states, the District of Columbia, the U.S. Virgin Islands and Puerto Rico operating under the Chico’s, White House | Black Market, and Soma Intimates names. The Company has 569 Chico’s front-line stores, 34 Chico’s outlet stores, 268 White House | Black Market front-line stores, 17 White House | Black Market outlet stores, 60 Soma Intimates front-line stores and 1 Soma Intimates outlet store.

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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, please call (877) 424-4267 to listen to the Company’s monthly sales information and investor relations line

A copy of a slide show addressing the Company’s recent financial results and current plans for expansion is available on the Company’s website at http://www.chicos.com in the investor relations section under Our Company

Additional investor information on Chico’s FAS, Inc. is available free of charge on the Company’s website at http://www.chicos.com in the investor relations section under Our Company

(Financial Tables Follow)

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

	May 5,			February 3,
	2007			2007
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	23,334		$	37,203
Marketable securities, at market		250,560			238,336
Receivables		10,613			14,246
Inventories		141,473			110,840
Prepaid expenses		16,900			15,774
Land held for sale		38,130			38,120
Deferred taxes		19,084			17,337
Total Current Assets		500,094			471,856
Property and Equipment:
Land and land improvements		14,688			14,640
Building and building improvements		57,635			56,782
Equipment, furniture and fixtures		289,078			268,122
Leasehold improvements		327,886			301,670
Total Property and Equipment		689,287			641,214
Less accumulated depreciation and amortization		(201,161	)		(184,474	)
Property and Equipment, Net		488,126			456,740
Other Assets:
Goodwill		96,774			62,596
Other intangible assets		38,948			34,040
Deferred taxes		13,173			11,837
Other assets, net		21,413			21,065
Total Other Assets		170,308			129,538
	$	1,158,528		$	1,058,134
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	73,561		$	55,696
Accrued liabilities		112,583			87,367
Current portion of deferred liabilities		1,179			1,169
Total Current Liabilities		187,323			144,232
Noncurrent Liabilities:
Deferred liabilities		113,611			109,971
Total Noncurrent Liabilities		113,611			109,971
Stockholders’ Equity:
Common stock		1,757			1,757
Additional paid-in capital		236,432			229,934
Retained earnings		619,398			572,240
Accumulated other comprehensive income		7			–
Total Stockholders’ Equity		857,594			803,931
	$	1,158,528		$	1,058,134

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

	Thirteen Weeks Ended
	May 5, 2007					April 29, 2006
				% of					% of
	Amount			Sales		Amount			Sales
Net sales by Chico’s/Soma stores	$	333,052			73.5	$	296,560			75.9
Net sales by White House | Black Market stores		103,467			22.9		79,419			20.3
Net sales by catalog & Internet		16,454			3.6		12,161			3.1
Other net sales		115			0.0		2,523			0.7
Net sales		453,088			100.0		390,663			100.0
Cost of goods sold		173,323			38.3		149,557			38.3
Gross profit		279,765			61.7		241,106			61.7
Selling, general and administrative expenses:
Store operating expenses		154,693			34.1		111,688			28.6
Marketing		18,119			4.0		18,864			4.8
Shared services		32,291			7.1		30,148			7.7
Total selling, general and administrative expenses		205,103			45.2		160,700			41.1
Income from operations		74,662			16.5		80,406			20.6
Interest income, net		2,245			0.5		3,130			0.8
Income before taxes		76,907			17.0		83,536			21.4
Income tax provision		27,764			6.2		30,575			7.8
Income from continuing operations		49,143			10.8		52,961			13.6
Loss on discontinued operations, net of tax		1,985			0.4		496			0.2
Net income	$	47,158			10.4	$	52,465			13.4
Per share data:
Income from continuing operations per common share–basic	$	0.28				$	0.29
Loss on discontinued operations per common share–basic		(0.01	)				(0.00	)
Net income per common and common equivalent share–basic	$	0.27				$	0.29
Income from continuing operations per common share–diluted	$	0.28				$	0.29
Loss on discontinued operations per common share–diluted		(0.01	)				(0.00	)
Net income per common and common equivalent share–diluted	$	0.27				$	0.29
Weighted average common shares outstanding–basic		175,421					181,490
Weighted average common and common equivalent shares outstanding–diluted		176,595					183,063

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

	Thirteen Weeks Ended
	May 5,			April 29,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	47,158		$	52,465
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation and amortization, cost of goods sold		2,530			1,653
Depreciation and amortization, other		19,772			13,534
Deferred tax benefit		(3,451	)		(6,804	)
Stock-based compensation expense, cost of goods sold		1,422			1,538
Stock-based compensation expense, general, administrative and store operating expenses		3,604			3,766
Deficiency (excess) tax benefit of stock-based compensation		88			(2,629	)
Deferred rent expense, net		1,644			749
Loss on disposal of property and equipment		–			242
Decrease (increase) in assets —
Receivables, net		1,861			6,128
Inventories		(29,600	)		(19,413	)
Prepaid expenses and other		(1,462	)		(2,383	)
Increase in liabilities —
Accounts payable		17,865			17,346
Accrued and other deferred liabilities		27,014			23,408
Total adjustments		41,287			37,135
Net cash provided by operating activities		88,445			89,600
CASH FLOWS FROM INVESTING ACTIVITIES:
(Purchases) sales of marketable securities		(12,216	)		21,170
Purchase of Fitigues assets		–			(7,527	)
Purchase of Minnesota franchise rights and stores		(32,896	)		–
Acquisition of other franchise stores		(6,361	)		(761	)
Purchases of property and equipment		(52,267	)		(53,590	)
Net cash used in investing activities		(103,740	)		(40,708	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		1,612			4,152
(Deficiency) excess tax benefit of stock-based compensation		(88	)		2,629
Repurchase of common stock		(98	)		(31,721	)
Net cash provided by (used in) financing activities		1,426			(24,940	)
Net (decrease) increase in cash and cash equivalents		(13,869	)		23,952
CASH AND CASH EQUIVALENTS, Beginning of period		37,203			3,035
CASH AND CASH EQUIVALENTS, End of period		23,334		$	26,987

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