For the Quarter Ended: | Commission File Number: | |
April 30, 2011 | 001-16435 |
Florida | 59-2389435 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
Large accelerated filer þ
|
Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(do not check if a smaller reporting company) |
2
Thirteen Weeks Ended | ||||||||
April 30, 2011 | May 1, 2010 | |||||||
Net sales: |
||||||||
Chicos/Soma Intimates |
$ | 374,934 | $ | 336,700 | ||||
White House | Black Market |
162,224 | 144,888 | ||||||
Total net sales |
537,158 | 481,588 | ||||||
Cost of goods sold |
219,495 | 200,008 | ||||||
Gross margin |
317,663 | 281,580 | ||||||
Selling, general and administrative expenses: |
||||||||
Store and direct operating expenses |
180,114 | 167,826 | ||||||
Marketing |
30,898 | 29,080 | ||||||
National Store Support Center |
32,431 | 28,800 | ||||||
Impairment charges |
1,402 | 822 | ||||||
Total selling, general and administrative expenses |
244,845 | 226,528 | ||||||
Income from operations |
72,818 | 55,052 | ||||||
Interest income, net |
400 | 450 | ||||||
Income before income taxes |
73,218 | 55,502 | ||||||
Income tax provision |
27,300 | 20,100 | ||||||
Net income |
$ | 45,918 | $ | 35,402 | ||||
Per share data: |
||||||||
Net income per common sharebasic |
$ | 0.26 | $ | 0.20 | ||||
Net income per common and common equivalent
sharediluted |
$ | 0.26 | $ | 0.20 | ||||
Weighted average common shares outstandingbasic |
174,881 | 177,336 | ||||||
Weighted average common and common equivalent shares
outstandingdiluted |
176,112 | 178,833 | ||||||
Dividends declared per share |
$ | 0.10 | $ | 0.08 | ||||
3
April 30, | January 29, | May 1, | ||||||||||
2011 | 2011 | 2010 | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
ASSETS |
||||||||||||
Current Assets: |
||||||||||||
Cash and cash equivalents |
$ | 123,409 | $ | 14,695 | $ | 32,694 | ||||||
Marketable securities, at fair value |
442,815 | 534,019 | 449,167 | |||||||||
Receivables |
5,590 | 3,845 | 3,857 | |||||||||
Income tax receivable |
713 | 6,565 | 631 | |||||||||
Inventories |
198,544 | 159,814 | 160,448 | |||||||||
Prepaid expenses |
27,368 | 26,851 | 25,546 | |||||||||
Deferred taxes |
11,479 | 10,976 | 10,684 | |||||||||
Total Current Assets |
809,918 | 756,765 | 683,027 | |||||||||
Property and Equipment: |
||||||||||||
Land and land improvements |
43,161 | 42,468 | 22,043 | |||||||||
Building and building improvements |
90,813 | 89,328 | 82,440 | |||||||||
Equipment, furniture and fixtures |
434,330 | 428,217 | 398,132 | |||||||||
Leasehold improvements |
429,559 | 426,141 | 414,369 | |||||||||
Total Property and Equipment |
997,863 | 986,154 | 916,984 | |||||||||
Less accumulated depreciation and amortization |
(489,900 | ) | (468,777 | ) | (405,140 | ) | ||||||
Property and Equipment, Net |
507,963 | 517,377 | 511,844 | |||||||||
Other Assets: |
||||||||||||
Goodwill |
96,774 | 96,774 | 96,774 | |||||||||
Other intangible assets |
38,930 | 38,930 | 38,930 | |||||||||
Deferred taxes |
1,791 | 964 | 38,755 | |||||||||
Other assets, net |
5,342 | 5,211 | 25,119 | |||||||||
Total Other Assets |
142,837 | 141,879 | 199,578 | |||||||||
$ | 1,460,718 | $ | 1,416,021 | $ | 1,394,449 | |||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||
Current Liabilities: |
||||||||||||
Accounts payable |
$ | 127,758 | $ | 106,665 | $ | 101,570 | ||||||
Accrued liabilities |
121,974 | 94,852 | 126,720 | |||||||||
Current portion of deferred liabilities |
20,854 | 19,760 | 19,622 | |||||||||
Total Current Liabilities |
270,586 | 221,277 | 247,912 | |||||||||
Noncurrent Liabilities: |
||||||||||||
Deferred liabilities |
127,769 | 129,837 | 139,600 | |||||||||
Stockholders Equity: |
||||||||||||
Preferred stock |
| | | |||||||||
Common stock |
1,762 | 1,779 | 1,787 | |||||||||
Additional paid-in capital |
287,853 | 282,528 | 272,153 | |||||||||
Retained earnings |
772,215 | 780,212 | 732,741 | |||||||||
Accumulated other comprehensive income |
533 | 388 | 256 | |||||||||
Total Stockholders Equity |
1,062,363 | 1,064,907 | 1,006,937 | |||||||||
$ | 1,460,718 | $ | 1,416,021 | $ | 1,394,449 | |||||||
4
Thirteen Weeks Ended | ||||||||
April 30, | May 1, | |||||||
2011 | 2010 | |||||||
Cash Flows From Operating Activities: |
||||||||
Net income |
$ | 45,918 | $ | 35,402 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities |
||||||||
Depreciation and amortization |
24,188 | 23,362 | ||||||
Deferred tax benefit |
(1,375 | ) | (3,640 | ) | ||||
Stock-based compensation expense |
3,636 | 2,831 | ||||||
Excess tax benefit from stock-based compensation |
(762 | ) | (707 | ) | ||||
Impairment charges |
1,402 | 822 | ||||||
Deferred rent and lease credits |
(4,330 | ) | (4,140 | ) | ||||
Loss on disposal of property and equipment |
32 | 766 | ||||||
(Increase) decrease in assets |
||||||||
Receivables, net |
(1,745 | ) | 65 | |||||
Income tax receivable |
5,852 | (319 | ) | |||||
Inventories |
(38,730 | ) | (21,932 | ) | ||||
Prepaid expenses and other |
(648 | ) | (1,373 | ) | ||||
Increase in liabilities |
||||||||
Accounts payable |
12,283 | 15,203 | ||||||
Accrued and other deferred liabilities |
31,240 | 33,123 | ||||||
Total adjustments |
31,043 | 44,061 | ||||||
Net cash provided by operating activities |
76,961 | 79,463 | ||||||
Cash Flows From Investing Activities: |
||||||||
Decrease (increase) in marketable securities |
91,349 | (62,816 | ) | |||||
Purchases of property and equipment |
(16,208 | ) | (15,264 | ) | ||||
Net cash provided by (used in) investing activities |
75,141 | (78,080 | ) | |||||
Cash Flows From Financing Activities: |
||||||||
Proceeds from issuance of common stock |
1,373 | 920 | ||||||
Excess tax benefit from stock-based compensation |
762 | 707 | ||||||
Dividends paid |
(8,835 | ) | (7,136 | ) | ||||
Repurchase of common stock |
(36,688 | ) | (223 | ) | ||||
Net cash used in financing activities |
(43,388 | ) | (5,732 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
108,714 | (4,349 | ) | |||||
Cash and Cash Equivalents, Beginning of period |
14,695 | 37,043 | ||||||
Cash and Cash Equivalents, End of period |
$ | 123,409 | $ | 32,694 | ||||
Supplemental Disclosures of Cash Flow Information: |
||||||||
Cash paid for interest |
$ | 69 | $ | 74 | ||||
Cash paid for income taxes, net |
$ | 576 | $ | 872 |
5
6
Thirteen Weeks Ended | ||||||||
April 30, 2011 | May 1, 2010 | |||||||
Weighted average fair value of grants
|
$ | 6.70 | $ | 6.95 | ||||
Expected volatility
|
66 | % | 66 | % | ||||
Expected term (years)
|
4.5 | 4.5 | ||||||
Risk-free interest rate
|
2.0 | % | 2.1 | % | ||||
Expected dividend yield
|
1.5 | % | 1.0 | % |
7
Weighted Average | ||||||||
Number of Shares | Exercise Price | |||||||
Outstanding, beginning of period
|
6,033,101 | $ | 12.87 | |||||
Granted
|
1,381,500 | 13.69 | ||||||
Exercised
|
(167,005 | ) | 5.59 | |||||
Canceled or expired
|
(99,222 | ) | 11.45 | |||||
Outstanding, end of period
|
7,148,374 | 13.22 | ||||||
Exercisable at April 30, 2011
|
4,170,384 | 14.86 | ||||||
Weighted Average | ||||||||
Grant Date Fair | ||||||||
Number of Shares | Value | |||||||
Nonvested, beginning of period
|
1,430,335 | $ | 9.27 | |||||
Granted
|
644,832 | 13.69 | ||||||
Vested
|
(152,236 | ) | 10.73 | |||||
Canceled
|
(80,813 | ) | 9.70 | |||||
Nonvested, end of period
|
1,842,118 | 10.68 | ||||||
8
9
Thirteen Weeks Ended | ||||||||
April 30, | May 1, | |||||||
2011 | 2010 | |||||||
Numerator |
||||||||
Net income |
$ | 45,918 | $ | 35,402 | ||||
Net income allocated to participating securities |
(537 | ) | (223 | ) | ||||
Net income available to common shareholders |
$ | 45,381 | $ | 35,179 | ||||
Denominator |
||||||||
Weighted average common shares outstanding basic |
174,881,470 | 177,335,655 | ||||||
Dilutive effect of stock options outstanding |
1,230,938 | 1,497,824 | ||||||
Weighted average common and common equivalent
shares outstanding diluted |
176,112,408 | 178,833,479 | ||||||
Net income per common share |
||||||||
Basic |
$ | 0.26 | $ | 0.20 | ||||
Diluted |
$ | 0.26 | $ | 0.20 | ||||
10
Level 1
|
| Unadjusted quoted prices in active markets for identical assets or liabilities | ||
Level 2
|
| Unadjusted quoted prices in active markets for similar assets or liabilities, or; Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or; Inputs other than quoted prices that are observable for the asset or liability | ||
Level 3
|
| Unobservable inputs for the asset or liability. |
11
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Quoted Prices in | Significant | ||||||||||||||||
Active Markets | Other | Significant | |||||||||||||||
for Identical | Observable | Unobservable | |||||||||||||||
Balance as of | Assets | Inputs | Inputs | ||||||||||||||
April 30, 2011 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Current Assets |
|||||||||||||||||
Cash equivalents: |
|||||||||||||||||
Money market account |
$ | 29,466 | $ | 29,466 | $ | | $ | | |||||||||
Marketable securities: |
|||||||||||||||||
Municipal securities |
151,681 | | 151,681 | | |||||||||||||
U.S. government securities |
119,125 | 67,290 | 51,835 | | |||||||||||||
Corporate bonds |
122,767 | | 122,767 | | |||||||||||||
Asset-backed securities |
1,622 | | 1,622 | | |||||||||||||
Commercial paper |
45,555 | | 45,555 | | |||||||||||||
Certificates of deposit |
2,065 | | 2,065 | | |||||||||||||
Non Current Assets |
|||||||||||||||||
Deferred compensation plan |
4,343 | 4,343 | | | |||||||||||||
Total |
$ | 476,624 | $ | 101,099 | $ | 375,525 | $ | | |||||||||
Balance as of | |||||||||||||||||
January 29, 2011 | |||||||||||||||||
Current Assets |
|||||||||||||||||
Cash equivalents: |
|||||||||||||||||
Money market account |
$ | 5,397 | $ | 5,397 | $ | | $ | | |||||||||
Marketable securities: |
|||||||||||||||||
Variable rate demand notes |
319,220 | | 319,220 | | |||||||||||||
Municipal securities |
151,159 | | 151,159 | | |||||||||||||
U.S. government securities |
58,554 | 58,554 | | | |||||||||||||
Corporate bonds |
2,055 | | 2,055 | | |||||||||||||
Asset-backed securities |
3,031 | | 3,031 | | |||||||||||||
Non Current Assets |
|||||||||||||||||
Deferred compensation plan |
4,143 | 4,143 | | | |||||||||||||
Total |
$ | 543,559 | $ | 68,094 | $ | 475,465 | $ | | |||||||||
Balance as of | |||||||||||||||||
May 1, 2010 | |||||||||||||||||
Current Assets |
|||||||||||||||||
Cash equivalents: |
|||||||||||||||||
Money market account |
$ | 984 | $ | 984 | $ | | $ | | |||||||||
Marketable securities: |
|||||||||||||||||
Variable rate demand notes |
226,253 | | 226,253 | | |||||||||||||
Municipal securities |
130,090 | | 130,090 | | |||||||||||||
U.S. government securities |
59,120 | 59,120 | | | |||||||||||||
Corporate bonds |
16,954 | | 16,954 | | |||||||||||||
Asset-backed securities |
16,750 | | 16,750 | | |||||||||||||
Non Current Assets |
|||||||||||||||||
Note receivable |
20,000 | | 20,000 | | |||||||||||||
Deferred compensation plan |
3,927 | 3,927 | | | |||||||||||||
Total |
$ | 474,078 | $ | 64,031 | $ | 410,047 | $ | | |||||||||
12
13
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
| Net sales for the thirteen-week period ended April 30, 2011 (current period) increased 11.5% to $537.2 million compared to $481.6 million for the thirteen-week period ended May 1, 2010 (prior period), and consolidated comparable sales, which include DTC sales, increased 7.7% for the current quarter (all references to comparable sales include DTC sales). | ||
| Gross margin percentage increased to 59.1% from 58.5% in the prior period. | ||
| Operating income was $72.8 million compared to operating income in the prior period of $55.1 million. | ||
| Net income in the current period was $45.9 million compared to net income of $35.4 million in the prior period. | ||
| Earnings per diluted share was $0.26 compared to $0.20 in the prior period. | ||
| DTC sales increased 47.4% in the current period to $42.6 million. |
14
| Cash and marketable securities at the end of the current period were $566.2 million, an increase of $84.3 million over the prior period, after paying $30.2 million in dividends and repurchasing $54.6 million of our common stock under our share repurchase program since the first quarter of 2010. | ||
| Inventories in the first quarter increased $38.1 million from last years first quarter. Excluding an incremental $9.6 million of in-transit inventories this year over last year, inventory per selling square foot was $66 versus $60 in the prior period, an increase of 9.5% compared to last year. The increase in inventory per selling square foot over last year is primarily attributable to an increase in year-over-year comparable sales, along with the anticipated opening of 21 net new stores in the May-June 2011 timeframe. | ||
| We declared and paid a dividend of $0.05 per share in the first quarter and declared an additional dividend of $0.05 per share in the first quarter to shareholders of record at the close of business on June 13, 2011, which is payable on June 27, 2011. |
Thirteen Weeks Ended | ||||||||
April 30, 2011 | May 1, 2010 | |||||||
Net sales |
100.0 | % | 100.0 | % | ||||
Cost of goods sold |
40.9 | 41.5 | ||||||
Gross margin |
59.1 | 58.5 | ||||||
Store and direct operating expenses |
33.5 | 34.8 | ||||||
Marketing |
5.7 | 6.0 | ||||||
National Store Support Center |
6.0 | 6.0 | ||||||
Impairment charges |
0.3 | 0.2 | ||||||
Income from operations |
13.6 | 11.5 | ||||||
Interest income, net |
0.0 | 0.0 | ||||||
Income before income taxes |
13.6 | 11.5 | ||||||
Income tax provision |
5.1 | 4.1 | ||||||
Net income |
8.5 | % | 7.4 | % | ||||
15
Thirteen Weeks Ended | ||||||||||||||||
Net Sales: | April 30, 2011 | May 1, 2010 | ||||||||||||||
Chicos/Soma Intimates |
$ | 374,934 | 69.8 | % | $ | 336,700 | 69.9 | % | ||||||||
White House | Black Market |
162,224 | 30.2 | 144,888 | 30.1 | ||||||||||||
Total net sales |
$ | 537,158 | 100.0 | % | $ | 481,588 | 100.0 | % | ||||||||
Thirteen Weeks Ended | ||||||||
April 30, 2011 | May 1, 2010 | |||||||
Cost of goods sold |
$ | 219,495 | $ | 200,008 | ||||
Gross margin |
$ | 317,663 | $ | 281,580 | ||||
Gross margin percentage |
59.1 | % | 58.5 | % |
16
Thirteen Weeks Ended | ||||||||
April 30, 2011 | May 1, 2010 | |||||||
Store and direct operating expenses |
$ | 180,114 | $ | 167,826 | ||||
Percentage of total net sales |
33.5 | % | 34.8 | % |
Thirteen Weeks Ended | ||||||||
April 30, 2011 | May 1, 2010 | |||||||
Marketing |
$ | 30,898 | $ | 29,080 | ||||
Percentage of total net sales |
5.7 | % | 6.0 | % |
Thirteen Weeks Ended | ||||||||
April 30, 2011 | May 1, 2010 | |||||||
National Store Support Center |
$ | 32,431 | $ | 28,800 | ||||
Percentage of total net sales |
6.0 | % | 6.0 | % |
17
April 30, 2011 | May 1, 2010 | |||||||
Cash and cash equivalents |
$ | 123,409 | $ | 32,694 | ||||
Marketable securities |
$ | 442,815 | $ | 449,167 | ||||
Working capital |
$ | 539,332 | $ | 435,115 |
18
19
20
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
21
ITEM 4. | CONTROLS AND PROCEDURES |
22
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
23
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Approximate | ||||||||||||||||
Total | Dollar Value | |||||||||||||||
Number of | of Shares that | |||||||||||||||
Shares | May Yet Be | |||||||||||||||
Purchased as | Purchased | |||||||||||||||
Total | Part of | Under the | ||||||||||||||
Number of | Average | Publicly | Publicly | |||||||||||||
Shares | Price Paid | Announced | Announced | |||||||||||||
Period | Purchased(a) | per Share | Plans | Plans | ||||||||||||
January 30, 2011 to February 26,
2011 |
327,792 | $ | 13.69 | 307,500 | $ | 177,456 | ||||||||||
February 27, 2011 to April 2, 2011 |
2,340,032 | $ | 13.76 | 2,331,821 | $ | 145,365 | ||||||||||
April 3, 2011 to April 30, 2011 |
| $ | | | $ | 145,365 | ||||||||||
Total |
2,667,824 | $ | 13.75 | 2,639,321 | $ | 145,365 | ||||||||||
(a) | Includes 28,503 shares of restricted stock repurchased in connection with employee tax withholding obligations under employee compensation plans, which are not purchases under any publicly announced plan. |
ITEM 6. | EXHIBITS |
(a) | The following documents are filed as exhibits to this Quarterly Report on Form 10-Q (exhibits marked with an asterisk have been previously filed with the Commission as indicated and are incorporated herein by this reference): |
Exhibit 31.1
|
Chicos FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Chief Executive Officer | |
Exhibit 31.2
|
Chicos FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Chief Financial Officer | |
Exhibit 32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 101.INS
|
XBRL Instance Document | |
Exhibit 101.SCH
|
XBRL Taxonomy Extension Schema Document | |
Exhibit 101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document | |
Exhibit 101.DEF
|
XBRL Taxonomy Definition Linkbase Document | |
Exhibit 101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document | |
Exhibit 101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document |
24
CHICOS FAS, INC. | ||||||
Date:
|
May 25, 2011 | By: | /s/ David F. Dyer | |||
David F. Dyer | ||||||
President and Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
Date:
|
May 25, 2011 | By: | /s/ Kent A. Kleeberger | |||
Kent A. Kleeberger | ||||||
Executive Vice President, | ||||||
Chief Operating Officer and Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
25
1. | I have reviewed this quarterly report on Form 10-Q of Chicos FAS, Inc. for the period ended April 30, 2011; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ David F. Dyer | ||||
Name:
|
David F. Dyer | |||
Title:
|
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Chicos FAS, Inc. for the period ended April 30, 2011; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Kent A. Kleeberger | |||
Name:
|
Kent A. Kleeberger | ||
Title:
|
Executive Vice President Chief Operating Officer and Chief Financial Officer |
(1) | The Quarterly Report of the Company on Form 10-Q for the period ended April 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ David F. Dyer | ||||
David F. Dyer President and Chief Executive Officer |
||||
Date: May 25, 2011 |
(1) | The Quarterly Report of the Company on Form 10-Q for the period ended April 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Kent A. Kleeberger | ||||
Kent A. Kleeberger | ||||
Executive Vice President Chief Operating Officer and | ||||
Chief Financial Officer | ||||
Date: May 25, 2011 |
Consolidated Balance Sheets (USD $)
In Thousands |
Apr. 30, 2011
|
Jan. 29, 2011
|
May 01, 2010
|
---|---|---|---|
ASSETS | Â | Â | Â |
Cash and cash equivalents | $ 123,409 | $ 14,695 | $ 32,694 |
Marketable securities, at fair value | 442,815 | 534,019 | 449,167 |
Receivables | 5,590 | 3,845 | 3,857 |
Income tax receivable | 713 | 6,565 | 631 |
Inventories | 198,544 | 159,814 | 160,448 |
Prepaid expenses | 27,368 | 26,851 | 25,546 |
Deferred taxes | 11,479 | 10,976 | 10,684 |
Total Current Assets | 809,918 | 756,765 | 683,027 |
Property and Equipment: | Â | Â | Â |
Land and land improvements | 43,161 | 42,468 | 22,043 |
Building and building improvements | 90,813 | 89,328 | 82,440 |
Equipment, furniture and fixtures | 434,330 | 428,217 | 398,132 |
Leasehold improvements | 429,559 | 426,141 | 414,369 |
Total Property and Equipment | 997,863 | 986,154 | 916,984 |
Less accumulated depreciation and amortization | (489,900) | (468,777) | (405,140) |
Property and Equipment, Net | 507,963 | 517,377 | 511,844 |
Other Assets: | Â | Â | Â |
Goodwill | 96,774 | 96,774 | 96,774 |
Other intangible assets | 38,930 | 38,930 | 38,930 |
Deferred taxes | 1,791 | 964 | 38,755 |
Other assets, net | 5,342 | 5,211 | 25,119 |
Total Other Assets | 142,837 | 141,879 | 199,578 |
Total Assets | 1,460,718 | 1,416,021 | 1,394,449 |
LIABILITIES AND STOCKHOLDERS' EQUITY | Â | Â | Â |
Accounts payable | 127,758 | 106,665 | 101,570 |
Accrued liabilities | 121,974 | 94,852 | 126,720 |
Current portion of deferred liabilities | 20,854 | 19,760 | 19,622 |
Total Current Liabilities | 270,586 | 221,277 | 247,912 |
Noncurrent Liabilities: | Â | Â | Â |
Deferred liabilities | 127,769 | 129,837 | 139,600 |
Stockholders' Equity: | Â | Â | Â |
Preferred stock | |||
Common stock | 1,762 | 1,779 | 1,787 |
Additional paid-in capital | 287,853 | 282,528 | 272,153 |
Retained earnings | 772,215 | 780,212 | 732,741 |
Accumulated other comprehensive income | 533 | 388 | 256 |
Total Stockholders' Equity | 1,062,363 | 1,064,907 | 1,006,937 |
Total Liabilities and Stockholders' Equity | $ 1,460,718 | $ 1,416,021 | $ 1,394,449 |
Document and Entity Information
|
3 Months Ended | |
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Apr. 30, 2011
|
May 18, 2011
|
|
Document and Entity Information | Â | Â |
Document Type | 10-Q | Â |
Amendment Flag | false | Â |
Document Period End Date | Apr. 30, 2011 | |
Document Fiscal Year Focus | 2011 | Â |
Document Fiscal Period Focus | Q1 | Â |
Entity Registrant Name | CHICOS FAS INC | Â |
Entity Central Index Key | 0000897429 | Â |
Current Fiscal Year End Date | --01-28 | Â |
Entity Filer Category | Large Accelerated Filer | Â |
Entity Common Stock, Shares Outstanding | Â | 176,195,109 |
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Subsequent Event
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3 Months Ended |
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Apr. 30, 2011
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Subsequent Event | Â |
Subsequent Event | Note 8. Subsequent Event
Since May 19, 2011, in accordance with the share repurchase program, the Company repurchased approximately 1.2 million shares of stock for $17.6 million. |
Stock-Based Compensation
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 30, 2011
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Stock-Based Compensation | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | Note 4. Stock-Based CompensationGeneral
Stock-based compensation for awards recognized during the thirteen weeks ended April 30, 2011 and May 1, 2010 is based on the grant date fair value estimated in accordance with the relevant accounting guidance. For the thirteen weeks ended April 30, 2011 and May 1, 2010, stock-based compensation expense was $3.6 million and $2.8 million, respectively. The total tax benefit associated with stock-based compensation for the thirteen weeks ended April 30, 2011 and May 1, 2010 was $1.4 million and $1.1 million, respectively. We recognize stock-based compensation costs net of a forfeiture rate for only those shares expected to vest and on a straight-line basis over the requisite service period of the award. Methodology Assumptions
We use the Black-Scholes option-pricing model to value our stock options. Using this option-pricing model, the fair value of each stock option award is estimated on the date of grant. The fair value of our stock option awards, which are subject to pro-rata vesting generally over 3 years, is expensed on a straight-line basis over the vesting period of the stock options. The expected volatility assumption inherent in the pricing model is based on the historical volatility of our stock over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from historical exercise experience under our stock option plans and represents the period of time that stock option awards granted are expected to be outstanding.
The expected term assumption incorporates the contractual term of an option grant, which is generally ten years, as well as the vesting period of an award, which is generally pro-rata vesting over 3 years. The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the expected term of the option granted. The expected dividend yield is based on the expected annual dividend divided by the market price of our common stock at the time of declaration.
The weighted average assumptions relating to the valuation of our stock options for the thirteen weeks ended April 30, 2011 and May 1, 2010 were as follows:
Stock-Based Awards Activity
As of April 30, 2011, 7,148,374 nonqualified options are outstanding at a weighted average exercise price of $13.22 per share, and approximately 4.9 million shares remain available for future grants of either stock options, restricted stock or restricted stock units, stock appreciation rights ("SARs") or performance shares.
The following table presents a summary of our stock options activity for the thirteen weeks ended April 30, 2011:
The following table presents a summary of our restricted stock activity for the thirteen weeks ended April 30, 2011:
Performance-based Awards
In both fiscal 2009 and 2010, we granted David F. Dyer, our President and Chief Executive Officer, a performance award under which he was eligible to receive from 0 to 133,333 shares, with a target of 100,000 shares, contingent upon the achievement of certain Company-specific performance goals in fiscal 2009 and 2010. At each fiscal year-end, it was determined that he had earned 133,333 shares based on our performance. For the 2009 grant, the award will vest 3 years from the date of grant. For the 2010 grant, the award will vest 2 years from the date of grant. We accounted for the grants by recording compensation expense, based on the number of shares ultimately expected to vest on a straight-line basis over the respective service period.
In the first quarter of fiscal 2011, a new performance-based stock award was granted to Mr. Dyer. Similar to the 2009 and 2010 grants, under this performance award, Mr. Dyer is eligible to receive up to 133,333 shares, with a target of 100,000 shares, contingent upon the achievement of certain Company-specific performance goals during fiscal 2011. Any shares earned as a result of the achievement of such goals (whether issued at the time of grant or as additional shares earned at the end of the performance measurement period) will vest 1 year from the date of grant. We are recording compensation expense, based on the number of shares ultimately expected to vest, recognized on a straight-line basis over the 1-year service period. Additionally, we reevaluate the amount of compensation expected to be earned at the end of each reporting period and record an adjustment, if necessary.
In the first quarter of fiscal 2010, certain of our executive officers were granted Performance Stock Units ("PSU"). Each PSU award has the ability to be converted into shares on the second anniversary of the grant date upon the achievement of certain Company-specific performance goals for fiscal 2011 and have an earn-out opportunity equal up to 100% of the units awarded. Similar to the performance awards granted to Mr. Dyer, compensation cost is recognized on a straight-line basis over the vesting period, based on the number of shares ultimately expected to vest and depending on the level and likelihood of the performance condition being met. Additionally, we reevaluate the amount of compensation expected to be earned at the end of each reporting period and record an adjustment, if necessary.
In the first quarter of fiscal 2011, certain of our executive officers were granted a restricted stock award of which a performance condition was attached to 50% of the award, contingent upon the achievement of certain Company-specific performance goals during fiscal 2011. Any shares earned as a result of the achievement of such goals will vest over 3 years from the date of grant. We are recording compensation expense net of a forfeiture rate, based on the number of shares ultimately expected to vest, recognized on a straight-line basis over the 3-year service period. |
Impairment of Long-Lived Assets
|
3 Months Ended |
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Apr. 30, 2011
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|
Impairment of Long-Lived Assets | Â |
Impairment of Long-Lived Assets | Note 2. Impairment of Long-Lived Assets
During our quarterly reviews for impairment in the first quarter of fiscal 2011 and fiscal 2010, we completed evaluations of long-lived assets at certain underperforming stores and, as a result, determined that the carrying values of certain assets exceeded their future undiscounted cash flows. We then determined the fair value of these assets by discounting their future cash flows using a rate approximating our cost of capital, which resulted in an impairment charge of approximately $1.4 million and $0.8 million for the first quarter of 2011 and 2010, respectively. |
Earnings Per Share
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 30, 2011
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Earnings Per Share | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | Note 5. Earnings Per Share
In June 2008, accounting guidance was issued related to share-based awards that qualify as participating securities. In accordance with this guidance, unvested share-based payment awards that include non-forfeitable rights to dividends, whether paid or unpaid, are considered participating securities. As a result, such awards are required to be included in the calculation of basic earnings per common share pursuant to the "two-class" method. For us, participating securities are generally comprised of unvested restricted stock awards.
Basic EPS is determined using the two-class method and is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the dilutive effect of potential common shares from securities such as stock options.
The following table sets forth the computation of basic and diluted EPS shown on the face of the accompanying consolidated statements of income:
For the thirteen weeks ended April 30, 2011 and May 1, 2010, 3,905,031 and 3,123,581 potential shares of common stock, respectively, were excluded from the computation of diluted EPS relating to stock option awards because the effect of including these potential shares would have been anti-dilutive. |
Fair Value Measurements
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 30, 2011
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Fair Value Measurements | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Note 6. Fair Value Measurements
Our financial instruments consist of cash and cash equivalents, marketable securities, trade receivables and payables. The carrying values of cash and cash equivalents, marketable securities, trade receivables and trade payables approximate current fair value due to the short-term nature of the instruments.
Marketable securities, at April 30, 2011, are classified as available-for-sale and generally consist of municipal bonds, asset-backed securities, corporate bonds, commercial paper, certificates of deposit, and U.S Treasury securities. As of April 30, 2011, our holdings consisted of $259.8 million of securities with maturity dates less than one year and $183.0 million with maturity dates over one year and less than or equal to two years.
We consider all available-for-sale securities, including those with maturity dates beyond 12 months, as available to support current operational liquidity needs and therefore classify these securities as short-term investments within current assets on the consolidated balance sheets. Marketable securities are carried at market 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 determined on a specific identification basis.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Entities are required to use a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 – Unadjusted quoted prices in active markets for similar assets or liabilities, or; Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or; Inputs other than quoted prices that are observable for the asset or liability Level 3 –Unobservable inputs for the asset or liability.
We measure certain financial assets at fair value on a recurring basis, including our marketable securities, which are classified as available-for-sale securities, certain cash equivalents, specifically our money market accounts, and assets held in our non-qualified deferred compensation plan. The money market funds are valued based on quoted market prices in active markets. Our marketable securities are generally valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third party entities, except for U.S. treasury holdings which are valued based on quoted market prices in active markets. The investments in our non-qualified deferred compensation plan are valued using quoted market prices and are included in other assets on our consolidated balance sheets.
From time to time, we measure certain assets at fair value on a non-recurring basis, specifically long-lived assets evaluated for impairment and, in fiscal 2010, a note receivable. We estimate the fair value of our long-lived assets using company-specific assumptions which would fall within Level 3 of the fair value hierarchy. Last year, the note receivable's value was based on the value of the underlying real estate collateral as determined by an independent third party using observable market data, which resulted in a Level 2 classification.
During the quarter ended April 30, 2011, we did not make significant transfers between Level 1 and Level 2 assets. Furthermore, as of April 30, 2011, January 29, 2011 and May 1, 2010, we did not have any Level 3 financial assets. We conduct reviews on a quarterly basis to verify pricing, assess liquidity, and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.
In accordance with the provisions of the guidance, we categorized our financial assets, whether valued on a recurring or non-recurring basis, based on the priority of the inputs to the valuation technique for the instruments, as follows:
|
Share Repurchase Program
|
3 Months Ended |
---|---|
Apr. 30, 2011
|
|
Share Repurchase Program | Â |
Share Repurchase Program | Note 7. Share Repurchase Program
In August 2010, the Board of Directors authorized the repurchase of up to $200 million of the Company's outstanding common stock, through January 2013. During the first quarter of 2011, the Company repurchased 2.6 million shares, or $36.3 million, under this program and has $145.4 million remaining under the authorization. The Company, however, has no obligation to repurchase shares under this authorization, and the timing, actual number and value of any additional shares to be purchased will depend on the performance of Chico's stock price, market conditions and other considerations. |
Basis of Presentation
|
3 Months Ended |
---|---|
Apr. 30, 2011
|
|
Basis of Presentation | Â |
Basis of Presentation | Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Chico's FAS, Inc. and its wholly-owned subsidiaries (collectively, the "Company") have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by accounting principles generally accepted in the U.S. ("U.S. GAAP") for complete financial statements. In the opinion of management, such interim financial statements reflect all normal adjustments considered necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the consolidated financial statements and notes thereto for the fiscal year ended January 29, 2011, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 22, 2011. The January 29, 2011 balance sheet amounts were derived from audited financial statements included in the Company's Annual Report.
As used in this report, all references to "we," "us," "our," and "the Company," refer to Chico's FAS, Inc. and all of its wholly-owned subsidiaries. Unless otherwise noted, references to "first quarter" refer to the first quarter of fiscal 2011.
Our fiscal years end on the Saturday closest to January 31 and are designated by the calendar year in which the fiscal year commences. Operating results for the thirteen weeks ended April 30, 2011 are not necessarily indicative of the results that may be expected for the entire year.
Certain prior year amounts have been reclassified in order to conform to the current year presentation. |
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Income Taxes
|
3 Months Ended |
---|---|
Apr. 30, 2011
|
|
Income Taxes | Â |
Income Taxes | Note 3. Income Taxes
Our uncertain tax positions were $3.4 million and $3.6 million at April 30, 2011 and January 29, 2011, respectively. As of April 30, 2011, we do not believe that our estimates, as otherwise provided for, on such tax positions will significantly increase or decrease within the next twelve months. We are currently subject to income tax examinations by various states, but do not expect the resolution of the examinations will have a material impact on our financial position, results of operations, or liquidity.
Our effective tax rate for the first quarter of fiscal 2011 was 37.3% compared to an effective tax rate of 36.2% in the first quarter of last year. Our effective tax rate was higher in the first quarter of 2011 compared to the first quarter of last year due primarily to a favorable court ruling that restored a state income tax receivable in the prior year.
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