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

THE DRESS BARN, INC.

(Exact name of registrant as specified in its charter)

Connecticut

(State or other Jurisdiction of Incorporation)

0-11736	06-0812960
Commission File	(I.R.S. Employer
Number)	Identification No.)

30 Dunnigan Drive, Suffern, New York	10901
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code          (845) 369-4500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

□ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

□ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 204.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 30, 2007, The Dress Barn, Inc. (the “Company”) issued a press release disclosing its sales results for its fiscal month of May 2007. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

Also on May 30, 2007, the Company issued a press release disclosing material nonpublic information regarding its results of operations for its fiscal third quarter ended April 28, 2007. The Company also updated its earnings per share guidance for its full fiscal year ending July 28, 2007. A copy of this press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

The information in Item 2.02 of this Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit Number	Description
99.1	Press Release dated May 30, 2007.
99.2	Press Release dated May 30, 2007.

SIGNATURE

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

THE DRESS BARN, INC.

(Registrant)

Date: May 30, 2007

/s/ Armand Correia

Armand Correia

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-99.1

EXHIBIT 99.1

     

NEWS RELEASE

DRESS BARN, INC. REPORTS STRONG MAY SALES RESULTS

-- Sales Increase 14% --

-- Comparable Store Sales Increase 10% --

SUFFERN, NY - MAY 30, 2007 - Dress Barn, Inc. (NASDAQ - DBRN), today reported its fiscal May sales results.

Net sales for the four-week fiscal month ended May 26, 2007 increased 14% to $134.9 million, compared to $118.4 million reported for the four weeks ended May 27, 2006. Comparable store sales increased 10% for the fiscal month of May.

Comparable store sales by division for the fiscal month ended May 26, 2007 were as follows:

	---- Comparable Store Sales ----
dressbarn	+ 7 %
maurices	+18 %
Total Comparable Store Sales	+10 %

ABOUT DRESS BARN, INC.

Dress Barn, Inc. (NASDAQ - DBRN), is a leading national specialty apparel retailer offering quality career and casual fashion apparel through its dressbarn and maurices brands. As of May 26, 2007, the Company operated 823 dressbarn stores in 46 states and 587 maurices stores in 42 states. For more information, please visit www.dressbarn.com and www.maurices.com.

FORWARD-LOOKING STATEMENTS

Certain statements made within this press release may constitute “forward-looking statements”, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. The Company does not undertake to publicly update or review its forward-looking statements even if experience or future changes make it clear that our projected results expressed or implied will not be achieved. Detailed information concerning a number of factors that could cause actual results to differ materially from the information contained herein is readily available on our most recent report on Form 10-K for the year ended July 29, 2006 and Form 10-Q for the quarter ended January 27, 2007.

CONTACT: Dress Barn, Inc.

Investor Relations

(845) 369-4600

EX-99.2

EXHIBIT 99.2

     

NEWS RELEASE

DRESS BARN, INC. REPORTS THIRD QUARTER RESULTS

-- 3Q ‘07 Comparable Sales Increase 2 Percent --

-- 3Q ‘07 Earnings Increase 15 Percent --

-- maurices Introducing Female Plus-Sizes --

-- Raises Earnings Guidance for Fiscal 2007 --

-- Changes Sales Reporting Schedule --

SUFFERN, NY - MAY 30, 2007 - Dress Barn, Inc. (NASDAQ - DBRN) today reported sales and earnings results for its fiscal third quarter ended April 28, 2007.

Fiscal Third Quarter Results

Net sales for the fiscal third quarter ended April 28, 2007 increased 6% to $347.9 million compared to $327.2 million for the fiscal third quarter ended April 29, 2006. Comparable store sales increased 2% compared to a 7% increase for the same fiscal quarter last year.

Net earnings for the fiscal third quarter ended April 28, 2007 increased 15% to $23.1 million, or $0.33 per diluted share. This compares to net earnings of $20.0 million, or $0.29 per diluted share for the comparable fiscal quarter last year.

Fiscal Nine-Month Results

Net sales for the fiscal nine months ended April 28, 2007 increased 9% to $1.05 billion compared to $957.0 million reported for the comparable fiscal nine-month period ended April 29, 2006. Comparable store sales increased 5% compared to a 9% increase for the same fiscal nine-month period last year.

Net earnings for the fiscal nine months ended April 28, 2007 increased 24% to $67.6 million, or $0.97 per diluted share. This compares to net earnings of $54.5 million, or $0.81 per diluted share for the comparable period last year.

Quarterly Commentary

David R. Jaffe, President and Chief Executive Officer of Dress Barn, Inc. commented, “We were pleased with our overall third quarter results. In general, the business is strong, reinforcing our belief that our spring/summer offerings are fashion-right. dressbarn and maurices showed sales strength across a variety of merchandise categories during the period, with dress selling particularly strong and enjoying one of the most successful seasons to date. Our merchandising teams have done a tremendous job, and we are particularly pleased with the strong sales momentum shown through May.”

“As a strategic initiative to improve our performance even further, maurices is in the process of re-merchandising a portion of the store footprint by exiting the underperforming men’s business and introducing female plus-sizes. This is a key brand builder allowing maurices to focus on a similar and related group of customers. We expect to launch plus-sizes at maurices by mid-June and are excited about the potential of the line, which, we believe, will enhance sales productivity.”

“Our solid balance sheet continues to strengthen and our operations are generating strong cash flows. Overall, given the recent increased sales trends, we are comfortable with our inventory levels going forward, and we remain optimistic that the improved sales trends will continue through the remainder of our fiscal fourth quarter.”

Raises Fiscal July, 2007 Earnings Guidance

As a result of third quarter results, and the better-than-expected May sales performance announced this morning, the Company is raising its earnings per share guidance for the full fiscal year ending July 28, 2007 to the range of $1.38 to $1.40 from its previous earnings per share guidance of $1.30 to $1.35.

Change In Sales Reporting Schedule Effective Fiscal Year 2008

As previously announced, beginning with the first fiscal quarter ending October 27, 2007, and consistent with practices at other retailers, the Company will begin reporting consolidated sales and comparable store sales on a quarterly basis, and will discontinue reporting sales results on a monthly basis.

Conference Call Information

The Company will host a conference call today, May 30, 2007 at 8:30 AM Eastern Time to review its fiscal third quarter financial results followed by a question and answer session. Parties interested in participating in the conference call should dial-in five minutes prior to the conference call at (617) 786-2964; the passcode is 37652413. The conference call will also be simultaneously broadcast at www.dressbarn.com. A recording of the conference call will be available shortly after its conclusion and until June 2, 2007 by dialing (617) 801-6888; the passcode is 80967082.

About Dress Barn, Inc.

Dress Barn, Inc. (NASDAQ - DBRN), is a leading national specialty apparel retailer offering quality career and casual fashion apparel through its dressbarn and maurices brands. As of May 26, 2007, the Company operated 823 dressbarn stores in 46 states and 587 maurices stores in 42 states. For more information, please visit www.dressbarn.com and www.maurices.com.

Forward-Looking Statements

Certain statements made within this press release may constitute “forward-looking statements”, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. The Company does not undertake to publicly update or review its forward-looking statements even if experience or future changes make it clear that our projected results expressed or implied will not be achieved. Detailed information concerning a number of factors that could cause actual results to differ materially from the information contained herein is readily available on our most recent report on Form 10-K for the year ended July 29, 2006 and Form 10-Q for the quarter ended January 27, 2007.

The conference call will be recorded on behalf of Dress Barn, Inc. and consists of copyrighted material. It may not be re-recorded, re-produced, transmitted or re-broadcast, in whole or in part, without the Company’s express written permission. Accessing the call or the rebroadcast represents consent to these terms and conditions. Participation in the call serves as consent to having any comments or statements made appear on any transcript, broadcast or rebroadcast of this call.

CONTACT: Dress Barn, Inc.

Investor Relations

(845) 369-4600

Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings- Unaudited

Amounts in thousands, except per share amounts

	Thirteen Weeks Ended								Thirty-Nine Weeks Ended
	April 28,				April 29,				April 28,				April 29,
	2007				2006				2007				2006
Net sales	$	347,923		100.0%	$	327,176		100.0%	$	1,046,705		100.0%	$	956,972		100.0%
Cost of sales, including
occupancy and buying costs		205,378		59.0%		193,764		59.2%		626,182		59.8%		573,720		60.0%
Gross profit		142,545		41.0%		133,412		40.8%		420,523		40.2%		383,252		40.0%
Selling, general and
administrative expenses		95,797		27.5%		89,076		27.2%		283,522		27.1%		258,614		27.0%
Depreciation and amortization		11,009		3.2%		10,279		3.1%		33,856		3.2%		30,852		3.2%
Operating income		35,739		10.3%		34,057		10.4%		103,145		9.9%		93,786		9.8%
Interest income		1,482		0.4%		804		0.2%		4,414		0.4%		1,428		0.1%
Interest expense		(1,282	)	-0.4%		(1,243	)	-0.4%		(3,731	)	-0.4%		(4,158	)	-0.4%
Other income		388		0.1%		381		0.1%		1,011		0.1%		1,144		0.1%
Earnings before income taxes		36,327		10.4%		33,999		10.4%		104,839		10.0%		92,200		9.6%
Income taxes		13,216		3.8%		13,968		4.3%		37,286		3.6%		37,689		3.9%
Net earnings	$	23,111		6.6%	$	20,031		6.1%	$	67,553		6.5%	$	54,511		5.7%
Earnings per share:
Basic	$	0.37			$	0.33			$	1.09			$	0.89
Diluted	$	0.33			$	0.29			$	0.97			$	0.81
Weighted average shares outstanding:
Basic		62,188				61,569				61,906				61,071
Diluted		69,574				70,229				69,852				67,640

Dress Barn, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets- Unaudited

Amounts in thousands

	April 28,		April 29,
ASSETS	2007		2006
Current Assets:
Cash and cash equivalents	$	63,603	$	30,888
Restricted cash		-		100
Marketable securities and investments		152,813		104,287
Merchandise inventories		168,819		150,402
Deferred tax asset		8,755		-
Prepaid expenses and other		15,508		13,575
Total Current Assets		409,498		299,252
Property and Equipment		492,807		448,596
Less accumulated depreciation and amortization		238,455		213,662
Property and equipment, net		254,352		234,934
Intangible Assets, net		109,399		110,460
Goodwill		130,656		132,566
Other Assets		21,072		18,350
TOTAL ASSETS	$	924,977	$	795,562
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable - trade	$	108,233	$	102,055
Accrued salaries, wages and related expenses		42,618		41,638
Other accrued expenses		47,239		42,592
Customer credits		20,070		17,218
Income taxes payable		-		8,031
Deferred tax liability		-		365
Current portion of long-term debt		1,195		1,133
Total Current Liabilities		219,355		213,032
Long-Term Debt		143,849		145,044
Deferred Rent and Other		62,158		46,650
Deferred Tax Liability		9,166		7,236
Total Liabilities		434,528		411,962
Shareholders' Equity		490,449		383,600
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	924,977	$	795,562