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 27, 2009

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

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-99.1

Item 2.02. Results of Operations and Financial Condition

     On May 27, 2009, Chico’s FAS, Inc. issued a press release announcing its first quarter fiscal 2009 earnings. A copy of the release issued on May 27, 2009 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 27, 2009

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 27, 2009	By:	/s/ Kent A. Kleeberger
		Kent A. Kleeberger, Executive Vice President — Chief Financial Officer and Treasurer

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INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release of Chico’s FAS, Inc. dated May 27, 2009

4

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 First Quarter
E.P.S. of $0.08 net of Non-Cash Charges of $0.03

• Quarter-end inventories decreased 13% per selling square foot

• Cash and marketable securities were $325.0 million at quarter-end

     Fort Myers, FL - May 27, 2009 - Chico’s FAS, Inc. (NYSE: CHS) today announced its financial results for the fiscal 2009 first quarter ended May 2, 2009.

Fiscal 2009 First Quarter Financial Results

     For the first quarter ended May 2, 2009, the Company had net income of $14.5 million or $0.08 per diluted share, compared to net income of $12.7 million, or $0.07 per diluted share in the prior year’s first quarter ended May 3, 2008.

     The first quarter 2009 results include non-cash impairment charges totaling approximately $5.1 million, net of tax, or $0.03 per diluted share, related to the write-off of development costs for software applications that reflect the Company’s recent decision to deploy alternative inventory planning and allocation software.

     Excluding these charges, the Company’s first quarter net income approximated $19.6 million, or $0.11 per diluted share compared to net income of $12.7 million, or $0.07 per diluted share for the like period last year. The higher net income was primarily a result of a higher gross margin combined with lower selling, general and administrative expenses, partially offset by lower interest income and higher income taxes.

Sales

     Net sales for the thirteen-week period ended May 2, 2009 increased from $409.6 million to $410.6 million. Consolidated comparable store sales decreased 3.2% for the thirteen-week period ended May 2, 2009 compared to the 17.5% decrease for the like period last year ended May 3, 2008. The Chico’s brand’s same store sales decreased approximately 6% and the White House | Black Market (WH|BM) brand’s same store sales increased approximately 4%. Direct-to-consumer sales, not included in comparable store sales, increased 37.1% over first quarter 2008.

Gross Margin

     Gross margin for the fiscal 2009 first quarter increased from $228.8 million to $233.4 million. Expressed as a percentage of net sales, gross margin for the first quarter increased 90 basis points to 56.8% from 55.9% in the prior year’s first quarter. The increase in gross margin was due to lower markdowns in the Chico’s brand and improved margin at Chico’s outlet stores. The improvement in gross margin was slightly offset by a decrease in the WH|BM brand merchandise margin as a result of higher markdowns in the current quarter compared to the same period last year.

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Selling, General and Administrative Expenses

     Selling, general and administrative expenses (“SG&A”) for the fiscal 2009 first quarter decreased from $212.1 million in the prior period to $211.6 million in the current period. Expressed as a percentage of net sales, SG&A in the current quarter decreased by approximately 30 basis points compared to the prior period primarily as the result of cost reduction strategies. The efforts to decrease the Company’s expense structure were offset by the recognition of pre-tax impairment charges on software approximating $8.1 million. Excluding these charges, SG&A expense would have decreased by $8.5 million, or 220 basis points, compared to the like period last year.

     Store operating expenses for the fiscal 2009 first quarter decreased by $0.8 million primarily as a result of ongoing store-level cost reduction initiatives.

     Marketing costs for the first quarter fiscal 2009 decreased by $5.0 million primarily as a result of the ongoing cost reduction initiatives and reduced print advertising in the first quarter of fiscal 2009 versus the first quarter of fiscal 2008.

     Shared services, including headquarters and other non-brand specific expenses, for the 2009 first quarter decreased by $2.7 million mainly as a result of the Company’s continued rationalization of its corporate expense structure.

Inventories

     Consolidated inventory per selling square foot at the end of the 2009 first quarter was $56, reflecting a decrease of approximately 13% from $65 at the end of the prior year’s first quarter. Quarter-ended inventory for the Chico’s brand decreased approximately 18%, from the prior year’s first quarter. Quarter-ended inventory for the WH|BM brand increased approximately 4% per selling square foot and includes $5.3 million of incremental inventory in-transit over the prior period. Excluding the incremental inventory in-transit, WH|BM inventory would have been down approximately 9% per selling square foot.

Cash and Marketable Securities

     Cash and marketable securities at the end of the fiscal 2009 first quarter totaled $325.0 million, reflecting an approximate $56 million increase over the prior fiscal year-end. Cash flows from operating activities increased by $32.6 million when compared to the prior fiscal year’s first quarter resulting from an increase in accounts payables including increased levels of inventory in-transit. Additionally, the Company expended $12.7 million in capital expenditures for the current quarter vs. $40.1 million for the same period last year.

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 1,069 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 614 boutique and 40 outlet stores, publishes a catalog during key shopping periods throughout the year, and conducts e-commerce at www.chicos.com.

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White House | Black Market currently operates 326 boutique and 16 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 72 boutique stores and 1 outlet store today. Soma also publishes a popular 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)

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

	May 2,			January 31,
	2009			2009
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	95,394		$	26,549
Marketable securities, at market		229,585			242,153
Receivables		31,387			33,993
Income tax receivable		1,055			11,706
Inventories		145,777			132,413
Prepaid expenses		24,250			21,702
Deferred taxes		16,807			17,859
Total Current Assets		544,255			486,375
Property and Equipment:
Land and land improvements		18,763			18,627
Building and building improvements		74,562			74,998
Equipment, furniture and fixtures		376,827			376,218
Leasehold improvements		417,427			418,691
Total Property and Equipment		887,579			888,534
Less accumulated depreciation and amortization		(347,764	)		(327,989	)
Property and Equipment, Net		539,815			560,545
Other Assets:
Goodwill		96,774			96,774
Other intangible assets		38,930			38,930
Deferred taxes		36,304			38,458
Other assets, net		4,757			5,101
Total Other Assets		176,765			179,263
	$	1,260,835		$	1,226,183
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	69,114		$	56,542
Accrued liabilities		102,160			88,446
Current portion of deferred liabilities		1,917			1,748
Total Current Liabilities		173,191			146,736
Noncurrent Liabilities:
Deferred liabilities		172,108			177,251
Stockholders’ Equity:
Common stock		1,773			1,771
Additional paid-in capital		257,247			258,312
Retained earnings		656,467			641,978
Other accumulated comprehensive income		49			135
Total Stockholders’ Equity		915,536			902,196
	$	1,260,835		$	1,226,183

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

	Thirteen Weeks Ended
	May 2, 2009				May 3, 2008
	Amount		% of Sales		Amount		% of Sales
Net sales by Chico’s/Soma stores	$	272,506		66.4	$	285,694		69.8
Net sales by White House | Black Market stores		116,168		28.3		107,849		26.3
Net sales by direct-to-consumer		21,969		5.3		16,021		3.9
Net sales		410,643		100.0		409,564		100.0
Cost of goods sold		177,255		43.2		180,762		44.1
Gross margin		233,388		56.8		228,802		55.9
Selling, general and administrative expenses:
Store operating expenses		160,195		39.0		160,985		39.3
Marketing		17,834		4.3		22,843		5.6
Shared services		25,534		6.2		28,281		6.9
Impairment charges		8,058		2.0		—		—
Total selling, general and administrative expenses		211,621		51.5		212,109		51.8
Income from operations		21,767		5.3		16,693		4.1
Interest income, net		1,022		0.2		2,239		0.5
Income before income taxes		22,789		5.5		18,932		4.6
Income tax provision		8,300		2.0		6,200		1.5
Net income	$	14,489		3.5	$	12,732		3.1
Per share data:
Net income per common share—basic	$	0.08			$	0.07
Net income per common and common equivalent share—diluted	$	0.08			$	0.07
Weighted average common shares outstanding—basic		177,221				176,368
Weighted average common and common equivalent shares outstanding—diluted		177,692				176,551

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

	Thirteen Weeks Ended
	May 2,			May 3,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	14,489		$	12,732
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation and amortization, cost of goods sold		1,645			2,700
Depreciation and amortization, other		22,986			23,517
Deferred tax expense (benefit)		3,206			(4,402	)
Stock-based compensation expense, cost of goods sold		702			1,008
Stock-based compensation expense, other		1,427			2,129
Excess tax benefit from stock-based compensation		—			(100	)
Impairment of long-lived assets		8,058			—
Deferred rent expense, net		632			2,417
Loss on disposal of property and equipment		750			9
Decrease (increase) in assets —
Receivables, net		2,606			(3,104	)
Income tax receivable		10,651			23,973
Inventories		(13,364	)		(16,999	)
Prepaid expenses and other		(2,204	)		(1,245	)
Increase (decrease) in liabilities —
Accounts payable		12,572			(19,229	)
Accrued and other deferred liabilities		4,848			13,001
Total adjustments		54,515			23,675
Net cash provided by operating activities		69,004			36,407
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of marketable securities, net		12,482			26,717
Purchases of property and equipment		(12,709	)		(40,063	)
Net cash used in investing activities		(227	)		(13,346	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		138			163
Excess tax benefit from stock-based compensation		—			100
Repurchase of common stock		(70	)		(103	)
Net cash provided by financing activities		68			160
Net increase in cash and cash equivalents		68,845			23,221
CASH AND CASH EQUIVALENTS, Beginning of period		26,549			13,801
CASH AND CASH EQUIVALENTS, End of period	$	95,394		$	37,022

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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 first quarter 2009 earnings per diluted share on a GAAP basis to earnings per share on a non-GAAP basis is presented in the table below:

Chico’s FAS, Inc.
Non-GAAP to GAAP Reconciliation
Diluted Earnings Per Share (EPS)

	13 weeks ended
	May 2, 2009
Diluted EPS on a GAAP basis (as reported)	$	0.08
Add: Impact of impairment of long-lived assets		0.03
Non-GAAP Diluted EPS	$	0.11

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