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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Chicos FAS Inc | NYSE:CHS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.59 | 0 | 01:00:00 |
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Chico’s FAS, Inc.
(Exact name of registrant as specified in charter)
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Florida
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59-2389435
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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11215 Metro Parkway, Fort Myers, Florida
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33966
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(Address of principal executive offices)
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(Zip code)
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Title of Class
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Name of Exchange on Which Registered
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Common Stock, Par Value $0.01 Per Share
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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ITEM 1.
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BUSINESS
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1
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As used in this report, all references to “we,” “us,” “our,” and “the Company,” refer to Chico’s FAS, Inc., a Florida corporation, and all of its wholly-owned subsidiaries.
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•
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Chico’s
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A Chico’s customer can join the “Passport” program at no cost and receive additional benefits after spending a fixed amount. Features of the program include a 5% discount, exclusive offers, special promotions, free shipping, invitations to private sale events and advance notice regarding new arrivals.
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•
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WHBM
. With “WHBM Rewards”, a customer can join at no cost for tier-based discounts, a 5% discount after spending a fixed amount, free shipping, special promotions, and invitations to private sales based on annual spend.
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Soma.
A Soma customer can join “Love Soma Rewards” at no cost and earns points based on purchases. Features of the program include reward coupons at specified loyalty point levels, exclusive promotions and free shipping.
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Fiscal Year
1
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Stores
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2016
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2015
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2014
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2013
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2012
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Stores at beginning of year
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1,518
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1,547
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1,472
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1,357
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1,256
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Opened
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17
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40
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109
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135
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125
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Closed
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(34
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)
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(69
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)
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(34
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(20
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(24
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)
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Total Stores
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1,501
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1,518
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1,547
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1,472
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1,357
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Fiscal Year End
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Stores by Brand
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2016
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2015
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2014
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2013
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2012
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Chico’s frontline boutiques
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587
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604
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613
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611
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606
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Chico’s outlets
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116
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117
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118
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110
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99
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Chico's Canada
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4
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4
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3
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—
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—
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Chico’s total
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707
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725
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734
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721
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705
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WHBM frontline boutiques
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423
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429
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441
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436
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398
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WHBM outlets
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71
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71
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68
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59
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45
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WHBM Canada
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6
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6
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5
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3
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—
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WHBM total
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500
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506
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514
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498
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443
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Soma frontline boutiques
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275
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269
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263
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232
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193
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Soma outlets
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19
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18
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17
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17
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16
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Soma total
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294
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287
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280
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249
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209
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Boston Proper boutiques
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—
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—
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19
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4
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—
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Total Stores
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1,501
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1,518
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1,547
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1,472
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1,357
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•
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Loyalty and rewards programs;
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Direct marketing: catalogs, postcards, email and calling campaigns;
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Digital marketing: mobile paid search, product listing ads, display banner advertising and remarketing, affiliate programs;
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Social marketing: organic and paid efforts across social platforms;
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National and local print and broadcast advertising;
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Editorial content;
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Public relations; and
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Charitable giving and outreach programs.
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ITEM 1A.
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RISK FACTORS
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Risk
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Description
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1. Failure to implement and manage our business strategy
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Our long-term omni-channel business strategy is dependent upon a number of factors, including anticipating and quickly responding to changing customer preferences, shopping habits (such as online versus in-store) and fashion trends, identifying and developing new brand extensions and new markets, effectively using our marketing resources to communicate with existing and potential customers, effectively managing our store base, including management of store productivity and negotiating acceptable lease terms, having the appropriate corporate resources to support our business strategies, sourcing levels of inventory in line with expected sales and then managing its disposition, hiring, training and retaining qualified employees, generating sufficient operating cash flows to fund our business strategies, maintaining brand-specific websites that offer the system functionality, service and security customers expect, and implementing and maintaining appropriate technology to support our business strategies.
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2. Competition
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The women's specialty retail industry is highly competitive. We compete with local, national and international department stores, specialty and discount stores, catalogs and internet businesses offering similar categories of merchandise. Many of our competitors have advantages over us, including substantially greater financial, marketing and other resources. Increased levels of promotional activity by our competitors, some of whom may be able to adopt more aggressive pricing policies than we can, both online and in stores, may negatively impact our sales and profitability. There is no assurance that we can compete successfully with these companies in the future. In addition to competing for sales, we compete for favorable store locations, lease terms and qualified associates. The growth of fast fashion and value fashion retailers and expansion of off-price retailers has shifted shopper expectations to more affordable pricing of well-known brands and continued promotional pressure. The rise of these retailers as well as the shift in shopping preferences from brick-and-mortar stores to online e-commerce channels has increased the difficulty of maintaining and gaining market share. Increased competition in any of these areas may result in higher costs or otherwise reduce our sales or operating margins.
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3. Risks of expanding internationally
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Our current growth strategy includes potential expansion of our operations and presence internationally. As part of that strategy, we may face significant costs and challenges including setting up foreign offices, hiring experienced management or franchising partners, maintaining good relations with associates, obtaining prime locations for stores, introducing and marketing our brands, and others.
We may be unable to successfully grow our international business, or we may face operational issues that delay our intended pace of international growth, such as an inability to identify suitable franchising partners, identify markets and sites for store locations, address the different operational characteristics present in a new country, negotiate acceptable lease terms, hire, train and retain store personnel, localize our online brand experience and e-commerce capabilities, find vendors that can meet our international merchandise needs, achieve acceptable operating margins, compete with local competitors or adapt to potential different consumer demand and behavior. Any challenges that we encounter may divert financial, operational and managerial resources from our existing operations.
In addition, we are subject to certain U.S. laws that may impact our international operations or expansion, including the Foreign Corrupt Practices Act, as well as the laws of the foreign countries in which we operate. Violations of these laws could subject us to sanctions or other penalties that could negatively affect our reputation, business and operating results.
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Risk
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Description
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4. Declines in consumer spending
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Consumer spending may decline as a result of: threatened or actual government shut downs, higher unemployment levels, low levels of consumer credit, declines in consumer confidence, inflation, changes in interest rates, recessionary pressures, increasing gas and other energy costs, increased taxes, changes in housing prices, higher durable and other consumer spending, volatility in the financial markets and changes in the political climate or conditions.
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5. Fluctuating costs
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Fluctuations in the price, availability and quality of fabrics and other raw materials used to manufacture our products, as well as the price for labor and transportation, may contribute to ongoing pricing pressures throughout our supply chain. The price and availability of such inputs to the manufacturing process may fluctuate significantly, depending on several factors, including commodity costs (such as higher cotton prices), energy costs (such as fuel), shipping costs, inflationary pressures from emerging markets, increased labor costs, weather conditions and currency fluctuations.
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6. Impairment charges
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Significant negative industry or general economic trends, changes in customer demand for our product, disruptions to our business and unexpected significant changes or planned changes in our operating results or use of long-lived assets (such as boutique relocations or discontinuing use of certain boutique fixtures) may result in impairments to goodwill, intangible assets and other long-lived assets.
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7. Fluctuating comparable sales and operating results
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Our comparable sales and overall operating results have fluctuated in the past and are expected to continue to fluctuate in the future. In addition to other factors discussed in this Item 1A., a variety of factors affect comparable sales and operating results, including changes in fashion trends, change in our merchandise mix, customer acceptance of merchandise offerings, the timing of marketing activities, calendar shifts of holiday periods, the periodic impact of a fifty-three week fiscal year, weather conditions and general economic conditions. In addition, our ability to address the current challenges of sustained declining store traffic combined with a highly promotional retail environment may impact our comparable sales, operating results and ability to maintain or gain market share. Past comparable sales or operating results are not an indicator of future results.
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Risk
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Description
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8. Reliance on technology
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Our brands’ websites are heavily dependent on technology, which creates numerous risks including unanticipated operating problems, system failures, rapid technological change, failure of systems to operate the websites as anticipated, reliance on third party computer hardware and software providers, computer viruses, telecommunication failures, liability for online content, systems and data breaches, denial of service attacks, spamming, phishing attacks, computer hackers and other similar disruptions. Our failure to successfully assess and respond to these risks could negatively impact sales, increase costs and damage the reputation of our brands.
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9. Reliance on the U.S. Postal Service and other shipping vendors
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Postal rate increases or a reduction or delay in service could affect the cost of our order fulfillment and catalog and promotional mailings. We use the Postal Service to mail millions of catalogs each year to educate our customers about our products, acquire new customers, drive customers to our boutiques and websites and promote catalog sales. We rely on discounts from the basic postal rate structure, such as discounts for bulk mailings and sorting.
We utilize additional shipping vendors, including Federal Express, to support our online operations. Any significant and unanticipated increase in shipping costs, reduction in service, or slow-down in delivery could impair our ability to deliver merchandise in a timely or economically efficient manner.
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Risk
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Description
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10. Disruptions in current systems or difficulties in integrating new systems
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We regularly maintain, upgrade, enhance or replace our information technology systems to support our business strategies and provide business continuity. Replacing legacy systems with successor systems, making changes to existing systems or acquiring new systems with new functionality have inherent risks including disruptions, delays, gaps in functionality, user acceptance, adequate user training, or other difficulties that may impair the effectiveness of our information technology systems.
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11. Cybersecurity
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We are subject to cybersecurity risks. Cybersecurity refers to the combination of technologies, processes and procedures established to protect information technology systems and data from unauthorized access, attack, exfiltration, loss or damage. Our business involves the storage and/or transmission of customers’ personal information, shipping preferences and credit card information, as well as confidential information regarding our business, employees and third parties. In addition, as part of our acceptance of customers’ debit and credit cards as forms of payment, we are required to comply with the Payment Card Industry Data Security Standards (“PCI”).
While we have implemented measures reasonably designed to prevent security breaches and cyber incidents, and while we have taken steps to comply with PCI, those measures may not be effective. A breach or cyber incident could result in the loss or misuse of data and could result in fines, penalties, damages, loss of business, reputational damage or loss of our ability to accept debit and credit cards as forms for payment. In addition, changes in laws or regulations, or in the PCI standards, could result in cost increases due to system or administrative charges.
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Risk
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Description
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12. Reliance on foreign sources of production
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The majority of the merchandise we sell is produced outside the United States. As a result, our business remains subject to the various risks of doing business in foreign markets and importing merchandise from abroad, such as: geo-political instability; non-compliance with the Foreign Corrupt Practices Act and other anti-corruption laws and regulations; potential changes to the North American Free Trade Agreement; imposition of new legislation relating to import quotas; imposition of new or increased duties, taxes, or other charges on imports, such as the proposed Border Adjustment Tax; foreign exchange rate challenges and pressures presented by implementation of U.S. monetary policy; challenges from local business practices or political issues; transportation disruptions; our shift to a predominantly FOB (free on board) shipping structure rather than predominantly DDP (delivered duty paid); natural disasters; delays in the delivery of cargo due to port security considerations or government funding; seizure or detention of goods by U.S. Customs authorities; or a reduction in the availability of shipping sources caused by industry consolidation or other reasons. We continue to source a substantial portion of our merchandise from Asia, including China. A change in exchange rates, labor laws or policies affecting the costs of goods in Asia could negatively impact our merchandise costs. Furthermore, delays in production or shipping product, whether due to work slow-downs, work stoppages, strikes, port congestion, labor disputes, product regulations and customs inspections or other factors, could have a negative impact.
We cannot predict whether or not any of the foreign countries in which our clothing and accessories are produced will be subject to import restrictions or taxes by the United States government. Trade restrictions, including increased tariffs, or more restrictive quotas, including safeguard quotas, or anything similar, applicable to apparel items could affect the importation of apparel generally and, in that event, could increase the cost, or reduce the supply, of apparel available to us.
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13. Our suppliers’ inability to provide quality goods in a timely manner
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We are subject to risk because we do not own or operate any manufacturing facilities and depend on independent third parties to manufacture our merchandise. A key supplier may become unable to address our merchandising needs for a variety of reasons. If we were unexpectedly required to change suppliers or if a key supplier were unable to supply acceptable merchandise in sufficient quantities on acceptable terms, we could experience a significant impact to the supply or cost of merchandise.
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14. Reliance upon one supplier
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Approximately 23% of total purchases in fiscal 2016 and 23% of total purchases in 2015 were made from one supplier, and we cannot guarantee that this relationship will be maintained in the future or that the supplier will continue to be available to supply merchandise. However, we have no material long-term or exclusive contract with any apparel or accessory manufacturer or supplier. Our business depends on our network of suppliers and our continued good relations with them.
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15. Our suppliers’ failure to implement acceptable labor practices
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Although we have adopted our Terms of Commitment to Ethical Sourcing and use the services of third party audit firms to monitor compliance with these terms, some of our independent suppliers may not be in complete compliance with our guidelines at all times. The violation of labor or other laws by any of our key independent suppliers or the divergence of an independent supplier’s labor practices from those generally accepted by us as ethical could interrupt or otherwise disrupt the shipment of finished merchandise or damage our reputation.
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16. Reliance on one location to distribute goods for our brands
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The distribution functions for all of our brands are handled from our DC in Winder, Georgia and a significant interruption in the operation of that facility due to natural disasters, severe weather, accidents, system failures or other unforeseen causes could delay or impair our ability to distribute merchandise to our stores and/or fulfill online or catalog orders.
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Risk
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Description
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17. Failure to comply with applicable laws and regulations
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Our policies, procedures and internal controls are designed to help us comply with all applicable foreign and domestic laws, accounting and reporting requirements, regulations and tax requirements, including those imposed by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Foreign Corrupt Practices Act, The Patient Protection and Affordable Care Act, the SEC and the New York Stock Exchange (“NYSE”), as well as applicable employment laws. We could be subject to legal or regulatory action in the event of our failure to comply, which could be expensive to defend and resolve and be disruptive to our business. Any changes in regulations, the imposition of additional regulations or the enactment of any new legislation that affects us may increase the complexity of the legal and regulatory environment in which we operate and the related costs of compliance.
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18. Adverse outcomes of litigation matters
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We are involved in litigation and other claims against our business. These matters arise primarily in the ordinary course of business but could raise complex factual and legal issues, presenting multiple risks and uncertainties and requiring significant management time. At this time, we believe that our current litigation matters will not have a material adverse effect on the consolidated results of operations or financial condition. However, our assessment could change in light of the discovery of facts with respect to pending or potential legal actions against us, not presently known to us, or determinations by judges, juries or other finders of fact which are inconsistent with our evaluation of the possible liability or outcome of such litigation. In addition, we may be subject to litigation which has not yet been filed.
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19. Our inability to retain or recruit key personnel
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Our success and ability to properly manage our business depends to a significant extent upon our ability to attract, develop and retain qualified employees, including executive and senior management and talented merchants. Competition for talented employees within our industry is intense. Failure to recruit and retain such personnel and implement appropriate succession planning, including the transition of new executives, particularly at the CEO and executive level, could jeopardize our continued and sustained success.
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20. Our inability to achieve the results of our restructuring program
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During the fourth quarter of fiscal 2014, we initiated a multi-year restructuring program, including the acceleration of domestic store closures and an organizational realignment, to ensure that resources align with long-term growth initiatives. The Company has substantially completed this restructuring program; however, the benefits associated with the restructuring program may vary materially from estimates as a result of various factors including: the timing and success in execution of the restructuring program, outcome of negotiations with landlords and other third parties, inventory levels, and changes in management’s assumptions and projections. As a result of these events and circumstances, delays and unexpected costs may occur, which could result in our not realizing some of the anticipated benefits of the restructuring program.
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21. Our inability to achieve the results of our strategic initiatives
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During the first quarter of fiscal 2016, we announced significant initiatives designed to further align the organizational structure for long-term growth and to reduce COGS and SG&A. These initiatives require substantial internal change and effort, including reductions and changes in personnel and significant adjustments in how we design and source product and how we ultimately present it to our customers. While we are confident that these initiatives are appropriate for the long-term viability and success of our business, they may not deliver all of the results we expect. Moreover, the process of implementing them places significant stress on the Company and could result in unexpected short-term disruptions or negative impacts to our business, including, by way of example:
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Unintended loss of key personnel or unexpected delay in the hiring of personnel whose expertise is needed for the successful implementation of the initiatives.
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Disruption to our current business processes as we migrate to the new processes, or failure to successfully migrate to those new processes, which could negatively impact product flow, product quality or inventory levels.
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Inadvertent lapses or failures in our process, compliance or financial controls as we implement the new initiatives.
In addition, there is no assurance that we can complete the implementation of all of these initiatives in the manner or in the time-frame planned, or that, once implemented, they will result in the expected increases in the efficiency or productivity of our business.
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22. Our inability to operate our business within our financial covenants or to replace our credit facility
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Our revolving credit agreement and term loan contain various affirmative and negative covenants that may restrict the ability of the Company to incur indebtedness, grant liens, engage in mergers, make certain investments, pay dividends or distributions on our common stock or enter into sales-leaseback transactions. The agreement also contains financial covenants that require the Company to maintain certain financial ratios. The ability of the Company to comply with these provisions may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default which, if not cured or waived, could accelerate the Company's repayment obligations. Also, the inability to obtain credit on commercially reasonable terms in the future when this facility expires could adversely impact our liquidity and results of operations. In addition, market conditions could potentially impact the size and terms of a replacement facility or facilities.
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23. War, terrorism or other catastrophes
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In the event of war, acts of terrorism or the threat of terrorist attacks, public health crises, or weather catastrophes, consumer spending could significantly decrease for a sustained period. In addition, local authorities or shopping center management could close in response to any immediate security concern, public health concern or weather catastrophe such as hurricanes, earthquakes, or tornadoes. Similarly, war, acts of terrorism, threats of terrorist attacks, or a weather catastrophe could severely and adversely affect our National Store Support Center (“NSSC”) campus, our Distribution Center, or our entire supply chain.
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24. Our inability to protect our brands’ reputation
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Our ability to protect our brands’ reputation is an integral part of our general success strategy and is critical to the overall value of the brands. If we fail to maintain high standards for merchandise quality and integrity in our business conduct or fail to address other risk factors, such failures could jeopardize our brands' reputations. Consumers value readily available information from social media and other sources concerning retailers and their goods and services and many times act on such information without further investigation in regards to its accuracy. Any negative publicity, whether true or not, may affect our reputation and brand and, consequently, reduce demand for our merchandise, decrease customer and investor loyalty, and affect our vendor relationships.
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25. Our inability to protect our intellectual property
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While we devote significant resources to the protection of our intellectual property, others may still attempt to imitate our products or infringe upon our intellectual property rights. Other parties may also claim that some of our products infringe on their trademarks, copyrights, or other intellectual property rights.
In addition, the intellectual property laws and enforcement practices in many foreign countries can be substantially different from those in the United States. There are also inherent challenges with enforcing intellectual property rights on third party e-commerce websites, especially those based in foreign jurisdictions. We have taken steps to protect and enforce our intellectual property rights in these arenas, but cannot guarantee that such rights are not infringed.
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26. Stock price volatility
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The market price of our common stock has fluctuated substantially in the past and may continue to do so in the future. Future announcements or management discussions concerning us or our competitors, sales and profitability results, quarterly variations in operating results or comparable sales, changes in earnings estimates by analysts or the failure of investors or analysts to understand our business strategies or fundamental changes in our business or sector, among other factors, could cause the market price of the common stock to fluctuate substantially. In addition, stock markets, in general, have experienced extreme price and volume volatility in recent years. This volatility has had a substantial effect on the market prices of securities of many public companies for reasons frequently unrelated to the operating performance of the specific companies.
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27. Our business could be impacted as a result of actions by activist shareholders or others
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From time to time, we may be subject to legal and business challenges in the operation of our Company due to proxy contests, shareholder proposals, media campaigns and other such actions instituted by activist shareholders or others. Responding to such actions is costly and time-consuming, disrupts our operations, may not align with our business strategies and may divert the attention of our Board of Directors and senior management from the pursuit of current business strategies. Perceived uncertainties as to our future direction or changes to the composition of our Board of Directors as a result of shareholder activism may lead to the perception of instability in the organization and its future and may make it more difficult to attract and retain qualified personnel and business partners.
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28. Disadvantageous lease obligations and commercial retail consolidation
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We have, and will continue to have, significant lease obligations. If an existing or future store is not profitable, and we decide to close it, we may nonetheless be committed to fulfill our obligations under the applicable lease including paying the base rent for the balance of the lease term. Additionally, continued consolidation in the commercial retail real estate market could affect our ability to successfully negotiate favorable rental terms for our stores in the future and could concentrate our leases with fewer landlords who may then be in a position to dictate unfavorable terms to us due to their significant negotiating leverage. If we are unable to enter into new leases or renew existing leases on terms acceptable to us or be released from our obligations under leases for stores that we close this could affect our ability to profitably operate our stores.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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Alabama
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20
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Maine
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4
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Oklahoma
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15
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Arizona
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34
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Maryland
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40
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Oregon
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17
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Arkansas
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12
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Massachusetts
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34
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Pennsylvania
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70
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California
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150
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Michigan
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36
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Rhode Island
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5
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Colorado
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24
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Minnesota
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28
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South Carolina
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35
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Connecticut
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23
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Mississippi
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12
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South Dakota
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4
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Delaware
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8
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Missouri
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30
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Tennessee
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34
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Florida
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127
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Montana
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6
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Texas
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136
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Georgia
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56
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Nebraska
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10
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Utah
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11
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Hawaii
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1
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Nevada
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21
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Vermont
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1
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Idaho
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6
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New Hampshire
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6
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Virginia
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48
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Illinois
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64
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New Jersey
|
51
|
|
|
Washington
|
29
|
|
Indiana
|
24
|
|
|
New Mexico
|
8
|
|
|
West Virginia
|
4
|
|
Iowa
|
7
|
|
|
New York
|
62
|
|
|
Wisconsin
|
18
|
|
Kansas
|
14
|
|
|
North Carolina
|
48
|
|
|
U.S. Virgin Islands
|
1
|
|
Kentucky
|
17
|
|
|
North Dakota
|
5
|
|
|
Puerto Rico
|
8
|
|
Louisiana
|
21
|
|
|
Ohio
|
46
|
|
|
Ontario, Canada
|
10
|
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
For the Fiscal Year Ended January 28, 2017
|
|
|
|
||||
|
High
|
|
Low
|
||||
Fourth Quarter (October 30, 2016 – January 28, 2017)
|
$
|
16.70
|
|
|
$
|
11.28
|
|
Third Quarter (July 30, 2016 – October 29, 2016)
|
12.68
|
|
|
11.23
|
|
||
Second Quarter (May 1, 2016 – July 30, 2016)
|
12.72
|
|
|
10.15
|
|
||
First Quarter (January 31, 2016 - April 30, 2016)
|
13.27
|
|
|
9.73
|
|
||
|
|
|
|
||||
For the Fiscal Year Ended January 30, 2016
|
|
|
|
||||
|
High
|
|
Low
|
||||
Fourth Quarter (November 1, 2015 – January 30, 2016)
|
$
|
13.77
|
|
|
$
|
9.69
|
|
Third Quarter (August 2, 2015 – October 31, 2015)
|
17.00
|
|
|
13.68
|
|
||
Second Quarter (May 3, 2015 – August 1, 2015)
|
17.29
|
|
|
14.97
|
|
||
First Quarter (February 1, 2015 - May 2, 2015)
|
18.38
|
|
|
16.60
|
|
Period
|
Total
Number of Shares Purchased |
|
Average Price
Paid per Share |
|
Total Number
of Shares Purchased as Part of Publicly Announced Plans |
|
Approximate
Dollar Value of Shares that May Yet Be Purchased Under the Publicly Announced Plans |
||||||
October 30, 2016 – November 26, 2016
|
1,184,607
|
|
|
$
|
12.18
|
|
|
1,180,341
|
|
|
$
|
169,292
|
|
November 27, 2016 – December 31, 2016
|
299,002
|
|
|
$
|
14.93
|
|
|
268,858
|
|
|
$
|
165,289
|
|
January 1, 2017 – January 28, 2017
|
115,807
|
|
|
$
|
14.36
|
|
|
114,770
|
|
|
$
|
163,642
|
|
Total
|
1,599,416
|
|
|
$
|
12.85
|
|
|
1,563,969
|
|
|
|
|
|
01/28/12
|
|
02/02/13
|
|
02/01/14
|
|
01/31/15
|
|
01/30/16
|
|
01/28/17
|
||||||||||||
Chico’s FAS, Inc.
|
$
|
100
|
|
|
$
|
159
|
|
|
$
|
149
|
|
|
$
|
153
|
|
|
$
|
97
|
|
|
$
|
122
|
|
S&P 500 Index
|
$
|
100
|
|
|
$
|
118
|
|
|
$
|
141
|
|
|
$
|
162
|
|
|
$
|
161
|
|
|
$
|
194
|
|
S&P 500 Apparel Retail Index
|
$
|
100
|
|
|
$
|
135
|
|
|
$
|
156
|
|
|
$
|
197
|
|
|
$
|
212
|
|
|
$
|
211
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Fiscal Year
|
||||||||||||||||||
|
2016
(52 weeks)
|
|
2015
(52 weeks)
|
|
2014
(52 weeks)
|
|
2013
(52 weeks)
|
|
2012
(53 weeks) |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Summary of operations:
1
|
|||||||||||||||||||
Net sales
|
$
|
2,476,410
|
|
|
$
|
2,660,635
|
|
|
$
|
2,693,929
|
|
|
$
|
2,604,411
|
|
|
$
|
2,590,024
|
|
Gross margin
|
946,836
|
|
|
1,026,871
|
|
|
1,034,238
|
|
|
1,049,353
|
|
|
1,124,060
|
|
|||||
Gross margin as a percent of net sales
|
38.2
|
%
|
|
38.6
|
%
|
|
38.4
|
%
|
|
40.3
|
%
|
|
43.4
|
%
|
|||||
Income from operations
|
140,702
|
|
|
(13,084
|
)
|
|
116,343
|
|
|
141,183
|
|
|
287,538
|
|
|||||
Income from operations as a percent of net sales
|
5.7
|
%
|
|
(0.5
|
)%
|
|
4.3
|
%
|
|
5.5
|
%
|
|
11.1
|
%
|
|||||
Net income
|
91,229
|
|
|
1,946
|
|
|
64,641
|
|
|
65,883
|
|
|
180,219
|
|
|||||
Net income as a percent of net sales
|
3.7
|
%
|
|
0.1
|
%
|
|
2.4
|
%
|
|
2.5
|
%
|
|
6.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share-basic
|
$
|
0.69
|
|
|
$
|
0.01
|
|
|
$
|
0.42
|
|
|
$
|
0.41
|
|
|
$
|
1.09
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common and common equivalent share–diluted
|
$
|
0.69
|
|
|
$
|
0.01
|
|
|
$
|
0.42
|
|
|
$
|
0.41
|
|
|
$
|
1.08
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares outstanding–basic
|
128,995
|
|
|
138,366
|
|
|
148,622
|
|
|
155,048
|
|
|
162,989
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common and common equivalent shares outstanding–diluted
|
129,237
|
|
|
138,741
|
|
|
149,126
|
|
|
155,995
|
|
|
164,119
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends per share
|
$
|
0.32
|
|
|
$
|
0.31
|
|
|
$
|
0.30
|
|
|
$
|
0.24
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data (at year end):
|
|||||||||||||||||||
Cash and marketable securities
|
$
|
192,505
|
|
|
$
|
140,145
|
|
|
$
|
259,912
|
|
|
$
|
152,446
|
|
|
$
|
329,358
|
|
Total assets
|
1,108,994
|
|
|
1,166,052
|
|
|
1,438,581
|
|
|
1,371,191
|
|
|
1,580,628
|
|
|||||
Working capital
|
174,766
|
|
|
167,190
|
|
|
255,405
|
|
|
167,568
|
|
|
282,913
|
|
|||||
Long-term debt
|
68,535
|
|
|
82,219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
609,173
|
|
|
639,788
|
|
|
943,621
|
|
|
909,103
|
|
|
1,093,199
|
|
|||||
|
|||||||||||||||||||
Other selected operating data:
|
|||||||||||||||||||
Percentage (decrease) increase in comparable sales
|
(3.7
|
)%
|
|
(1.5
|
)%
|
|
0.0
|
%
|
|
(1.8
|
)%
|
|
7.2
|
%
|
|||||
Purchases of property and equipment, net
|
$
|
47,836
|
|
|
$
|
84,841
|
|
|
$
|
119,817
|
|
|
$
|
138,510
|
|
|
$
|
164,690
|
|
Total depreciation and amortization
|
109,251
|
|
|
118,800
|
|
|
122,269
|
|
|
118,303
|
|
|
108,471
|
|
|||||
Goodwill and trade name impairment, pre-tax charges
|
—
|
|
|
112,455
|
|
|
30,100
|
|
|
72,466
|
|
|
—
|
|
|||||
Restructuring and strategic charges, pre-tax
|
31,027
|
|
|
48,801
|
|
|
16,745
|
|
|
—
|
|
|
—
|
|
|||||
Total stores at year end
|
1,501
|
|
|
1,518
|
|
|
1,547
|
|
|
1,472
|
|
|
1,357
|
|
|||||
Total selling square feet (in thousands)
|
3,612
|
|
|
3,652
|
|
|
3,706
|
|
|
3,547
|
|
|
3,271
|
|
1
|
Five-year table includes the operating results of Boston Proper through fiscal 2015.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
2016 Financial
Highlights
|
•
Earnings per share of $0.69 compared to $0.01 last year
|
•
$138.7 million returned to shareholders, consisting of $96.4 million in share repurchases and $42.3 million in dividends
|
•
Reduction in SG&A of 180 basis points as a percent of sales
|
•
Decrease in inventory, reflecting improved management
|
•
Generated approximately $30 million savings from cost reduction and operating efficiency initiatives
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
|
|
|
|
|
|
||||||
|
(dollars in millions)
|
||||||||||
Income from operations
|
$
|
140.7
|
|
|
$
|
(13.1
|
)
|
|
$
|
116.3
|
|
Restructuring and strategic charges
|
$
|
31.0
|
|
|
$
|
48.8
|
|
|
$
|
16.7
|
|
Goodwill and intangible impairment charges
|
$
|
—
|
|
|
$
|
112.5
|
|
|
$
|
30.1
|
|
Key Initiatives
|
The initiatives announced in fiscal 2016 included:
|
•
realigning marketing and digital commerce functions, placing the decision makers directly into the Company's three brands
|
•
completing an organizational redesign, including transition of key executive leadership
|
•
improving supply chain efficiency, reducing non-merchandise expenses and optimizing marketing spend
|
Future Outlook
|
For the full year of fiscal 2017, the Company is anticipating:
|
•
a low single-digit percentage decline in comparable sales
|
•
gross margin and SG&A leverage
|
•
approximately 10 store openings and 50 store closings
|
•
$50 million savings from cost reduction and operating efficiency initiatives
|
Net sales:
|
Fiscal 2016
|
|
%
|
|
Fiscal 2015
|
|
%
|
|
Fiscal 2014
|
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
(dollars in millions)
|
|||||||||||||||||||
Chico’s
|
$
|
1,286
|
|
|
51.9
|
%
|
|
$
|
1,364
|
|
|
51.3
|
%
|
|
$
|
1,385
|
|
|
51.4
|
%
|
WHBM
|
846
|
|
|
34.2
|
%
|
|
875
|
|
|
32.9
|
%
|
|
892
|
|
|
33.1
|
%
|
|||
Soma
|
344
|
|
|
13.9
|
%
|
|
335
|
|
|
12.6
|
%
|
|
314
|
|
|
11.6
|
%
|
|||
Boston Proper
1
|
—
|
|
|
—
|
|
|
87
|
|
|
3.2
|
%
|
|
103
|
|
|
3.9
|
%
|
|||
Total net sales
|
$
|
2,476
|
|
|
100.0
|
%
|
|
$
|
2,661
|
|
|
100.0
|
%
|
|
$
|
2,694
|
|
|
100.0
|
%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|||
Chico's
|
(5.3
|
)%
|
|
(2.0
|
)%
|
|
(0.5
|
)%
|
WHBM
|
(2.8
|
)%
|
|
(2.5
|
)%
|
|
(1.7
|
)%
|
Soma
|
0.5
|
%
|
|
3.1
|
%
|
|
8.0
|
%
|
Total Company
|
(3.7
|
)%
|
|
(1.5
|
)%
|
|
0.0
|
%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
|
|
|
|
|
|
||||||
|
(dollars in millions)
|
||||||||||
Cost of goods sold
|
$
|
1,530
|
|
|
$
|
1,634
|
|
|
$
|
1,660
|
|
Gross margin
|
$
|
947
|
|
|
$
|
1,027
|
|
|
$
|
1,034
|
|
Gross margin percentage
|
38.2
|
%
|
|
38.6
|
%
|
|
38.4
|
%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
|
|
|
|
|
|
||||||
|
(dollars in millions)
|
||||||||||
Selling, general and administrative expenses
|
$
|
775
|
|
|
$
|
879
|
|
|
$
|
871
|
|
Percentage of total net sales
|
31.2
|
%
|
|
33.0
|
%
|
|
32.3
|
%
|
|
Total
|
|
One year or
less |
|
2-3 years
|
|
4-5 years
|
|
After 5
years |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating leases
|
$
|
912
|
|
|
$
|
189
|
|
|
$
|
303
|
|
|
$
|
237
|
|
|
$
|
183
|
|
Purchase orders
|
366
|
|
|
365
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Capital expenditures
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt obligations
|
85
|
|
|
16
|
|
|
30
|
|
|
39
|
|
|
—
|
|
|||||
Total
|
$
|
1,367
|
|
|
$
|
574
|
|
|
$
|
334
|
|
|
$
|
276
|
|
|
$
|
183
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
/s/ ERNST & YOUNG LLP
|
|
FISCAL YEAR ENDED
|
|||||||||||||||||||
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
|||||||||||||||
(52 weeks)
|
(52 weeks)
|
(52 weeks)
|
||||||||||||||||||
|
Amount
|
|
% of
Sales |
|
Amount
|
|
% of
Sales |
|
Amount
|
|
% of
Sales |
|||||||||
Net sales
|
$
|
2,476,410
|
|
|
100.0
|
%
|
|
$
|
2,660,635
|
|
|
100.0
|
%
|
|
$
|
2,693,929
|
|
|
100.0
|
%
|
Cost of goods sold
|
1,529,574
|
|
|
61.8
|
%
|
|
1,633,764
|
|
|
61.4
|
%
|
|
1,659,691
|
|
|
61.6
|
%
|
|||
Gross margin
|
946,836
|
|
|
38.2
|
%
|
|
1,026,871
|
|
|
38.6
|
%
|
|
1,034,238
|
|
|
38.4
|
%
|
|||
Selling, general and administrative expenses
|
775,107
|
|
|
31.2
|
%
|
|
878,699
|
|
|
33.0
|
%
|
|
871,050
|
|
|
32.3
|
%
|
|||
Goodwill and intangible impairment charges
|
—
|
|
|
0.0
|
%
|
|
112,455
|
|
|
4.3
|
%
|
|
30,100
|
|
|
1.2
|
%
|
|||
Restructuring and strategic charges
|
31,027
|
|
|
1.3
|
%
|
|
48,801
|
|
|
1.8
|
%
|
|
16,745
|
|
|
0.6
|
%
|
|||
Income from operations
|
140,702
|
|
|
5.7
|
%
|
|
(13,084
|
)
|
|
(0.5
|
)%
|
|
116,343
|
|
|
4.3
|
%
|
|||
Interest (expense) income, net
|
(1,973
|
)
|
|
(0.1
|
)%
|
|
(1,870
|
)
|
|
0.0
|
%
|
|
98
|
|
|
0.0
|
%
|
|||
Income before income taxes
|
138,729
|
|
|
5.6
|
%
|
|
(14,954
|
)
|
|
(0.5
|
)%
|
|
116,441
|
|
|
4.3
|
%
|
|||
Income tax (benefit) provision
|
47,500
|
|
|
1.9
|
%
|
|
(16,900
|
)
|
|
(0.6
|
)%
|
|
51,800
|
|
|
1.9
|
%
|
|||
Net income
|
$
|
91,229
|
|
|
3.7
|
%
|
|
$
|
1,946
|
|
|
0.1
|
%
|
|
$
|
64,641
|
|
|
2.4
|
%
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per common share-basic
|
$
|
0.69
|
|
|
|
|
$
|
0.01
|
|
|
|
|
$
|
0.42
|
|
|
|
|||
Net income per common and common equivalent share–diluted
|
$
|
0.69
|
|
|
|
|
$
|
0.01
|
|
|
|
|
$
|
0.42
|
|
|
|
|||
Weighted average common shares outstanding–basic
|
128,995
|
|
|
|
|
138,366
|
|
|
|
|
148,622
|
|
|
|
||||||
Weighted average common and common equivalent shares outstanding–diluted
|
129,237
|
|
|
|
|
138,741
|
|
|
|
|
149,126
|
|
|
|
||||||
Dividends declared and paid per share
|
$
|
0.32
|
|
|
|
|
$
|
0.31
|
|
|
|
|
$
|
0.30
|
|
|
|
|
FISCAL YEAR ENDED
|
||||||||||
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||
(52 weeks)
|
(52 weeks)
|
(52 weeks)
|
|||||||||
Net Income
|
$
|
91,229
|
|
|
$
|
1,946
|
|
|
$
|
64,641
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized losses on marketable securities, net of taxes
|
(39
|
)
|
|
(21
|
)
|
|
(73
|
)
|
|||
Foreign currency translation adjustment, net of taxes
|
(29
|
)
|
|
(501
|
)
|
|
523
|
|
|||
Comprehensive income
|
$
|
91,161
|
|
|
$
|
1,424
|
|
|
$
|
65,091
|
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
142,135
|
|
|
$
|
89,951
|
|
Marketable securities, at fair value
|
50,370
|
|
|
50,194
|
|
||
Inventories
|
232,363
|
|
|
233,834
|
|
||
Prepaid expenses and accounts receivable
|
50,350
|
|
|
45,660
|
|
||
Income tax receivable
|
2,408
|
|
|
29,157
|
|
||
Assets held for sale
|
—
|
|
|
16,525
|
|
||
Total Current Assets
|
477,626
|
|
|
465,321
|
|
||
|
|
|
|
||||
Property and Equipment, net
|
477,185
|
|
|
550,953
|
|
||
|
|
|
|
||||
Other Assets:
|
|
|
|
||||
Goodwill
|
96,774
|
|
|
96,774
|
|
||
Other intangible assets, net
|
38,930
|
|
|
38,930
|
|
||
Other assets, net
|
18,479
|
|
|
14,074
|
|
||
Total Other Assets
|
154,183
|
|
|
149,778
|
|
||
|
$
|
1,108,994
|
|
|
$
|
1,166,052
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
116,378
|
|
|
$
|
129,343
|
|
Current debt
|
16,250
|
|
|
10,000
|
|
||
Other current and deferred liabilities
|
170,232
|
|
|
158,788
|
|
||
Total Current Liabilities
|
302,860
|
|
|
298,131
|
|
||
|
|
|
|
||||
Noncurrent Liabilities:
|
|
|
|
||||
Long-term debt
|
68,535
|
|
|
82,219
|
|
||
Deferred liabilities
|
118,543
|
|
|
130,743
|
|
||
Deferred taxes
|
9,883
|
|
|
15,171
|
|
||
Total Noncurrent Liabilities
|
196,961
|
|
|
228,133
|
|
||
Commitments and Contingencies
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, $.01 par value; 2,500 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; 400,000 shares authorized; 155,170 and 153,838 shares issued; and 128,753 and 135,531 shares outstanding, respectively
|
1,288
|
|
|
1,355
|
|
||
Additional paid-in capital
|
452,756
|
|
|
435,881
|
|
||
Treasury stock, 26,417 shares and 18,307 shares, respectively
|
(386,094
|
)
|
|
(289,813
|
)
|
||
Retained earnings
|
541,251
|
|
|
492,325
|
|
||
Accumulated other comprehensive (loss) income
|
(28
|
)
|
|
40
|
|
||
Total Stockholders’ Equity
|
609,173
|
|
|
639,788
|
|
||
|
$
|
1,108,994
|
|
|
$
|
1,166,052
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital |
|
Treasury Stock
|
|
|
|
Accumulated
Other
Comprehensive
Income |
|
|
||||||||||||||||||
|
Shares
|
|
Par Value
|
|
|
Shares
|
|
Amount
|
|
Retained
Earnings |
|
|
Total
|
||||||||||||||||
BALANCE, February 1, 2014
|
152,195
|
|
|
$
|
1,522
|
|
|
$
|
382,088
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
525,381
|
|
|
$
|
112
|
|
|
$
|
909,103
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,641
|
|
|
—
|
|
|
64,641
|
|
||||||
Unrealized loss on marketable securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
(73
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
523
|
|
|
523
|
|
||||||
Issuance of common stock
|
1,805
|
|
|
18
|
|
|
6,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,268
|
|
||||||
Dividends paid on common stock ($0.30 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,773
|
)
|
|
—
|
|
|
(45,773
|
)
|
||||||
Repurchase of common stock
|
(1,084
|
)
|
|
(11
|
)
|
|
(8,119
|
)
|
|
—
|
|
|
—
|
|
|
(9,994
|
)
|
|
—
|
|
|
(18,124
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
26,487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,487
|
|
||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
569
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
569
|
|
||||||
BALANCE, January 31, 2015
|
152,916
|
|
|
1,529
|
|
|
407,275
|
|
|
—
|
|
|
—
|
|
|
534,255
|
|
|
562
|
|
|
943,621
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,946
|
|
|
—
|
|
|
1,946
|
|
||||||
Unrealized loss on marketable securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|
(501
|
)
|
||||||
Issuance of common stock
|
1,716
|
|
|
17
|
|
|
10,596
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,613
|
|
||||||
Dividends paid on common stock ($0.31 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,876
|
)
|
|
—
|
|
|
(43,876
|
)
|
||||||
Repurchase of common stock
|
(19,101
|
)
|
|
(191
|
)
|
|
(12,845
|
)
|
|
18,307
|
|
|
(289,813
|
)
|
|
—
|
|
|
—
|
|
|
(302,849
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
30,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,062
|
|
||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
793
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
793
|
|
||||||
BALANCE, January 30, 2016
|
135,531
|
|
|
1,355
|
|
|
435,881
|
|
|
18,307
|
|
|
(289,813
|
)
|
|
492,325
|
|
|
40
|
|
|
639,788
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91,229
|
|
|
—
|
|
|
91,229
|
|
||||||
Unrealized loss on marketable securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
||||||
Issuance of common stock
|
1,763
|
|
|
18
|
|
|
4,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,359
|
|
||||||
Dividends paid on common stock ($0.32 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,303
|
)
|
|
—
|
|
|
(42,303
|
)
|
||||||
Repurchase of common stock
|
(8,541
|
)
|
|
(85
|
)
|
|
(5,512
|
)
|
|
8,110
|
|
|
(96,281
|
)
|
|
—
|
|
|
—
|
|
|
(101,878
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
21,249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,249
|
|
||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
(3,203
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,203
|
)
|
||||||
BALANCE, January 28, 2017
|
128,753
|
|
|
$
|
1,288
|
|
|
$
|
452,756
|
|
|
26,417
|
|
|
$
|
(386,094
|
)
|
|
$
|
541,251
|
|
|
$
|
(28
|
)
|
|
$
|
609,173
|
|
|
FISCAL YEAR ENDED
|
||||||||||
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||
|
(52 weeks)
|
|
(52 weeks)
|
|
(52 weeks)
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
91,229
|
|
|
$
|
1,946
|
|
|
$
|
64,641
|
|
Adjustments to reconcile net income to net cash provided by operating activities —
|
|
|
|
|
|
||||||
Goodwill and intangible impairment charges, pre-tax
|
—
|
|
|
112,455
|
|
|
30,100
|
|
|||
Depreciation and amortization
|
109,251
|
|
|
118,800
|
|
|
122,269
|
|
|||
Loss on disposal and impairment of property and equipment
|
10,523
|
|
|
23,744
|
|
|
10,085
|
|
|||
Deferred tax benefit
|
(8,427
|
)
|
|
(34,415
|
)
|
|
(9,598
|
)
|
|||
Stock-based compensation expense
|
21,249
|
|
|
30,062
|
|
|
26,487
|
|
|||
Excess tax benefit from stock-based compensation
|
(604
|
)
|
|
(3,084
|
)
|
|
(1,981
|
)
|
|||
Deferred rent and lease credits
|
(18,811
|
)
|
|
(21,741
|
)
|
|
(20,017
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Inventories
|
1,472
|
|
|
(6,719
|
)
|
|
2,986
|
|
|||
Prepaid expenses and other assets
|
(7,565
|
)
|
|
358
|
|
|
(3,341
|
)
|
|||
Income tax receivable
|
26,749
|
|
|
(28,562
|
)
|
|
3,394
|
|
|||
Accounts payable
|
(13,015
|
)
|
|
(12,101
|
)
|
|
13,280
|
|
|||
Accrued and other liabilities
|
18,659
|
|
|
16,248
|
|
|
44,178
|
|
|||
Net cash provided by operating activities
|
230,710
|
|
|
196,991
|
|
|
282,483
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Purchases of marketable securities
|
(50,717
|
)
|
|
(52,668
|
)
|
|
(128,696
|
)
|
|||
Proceeds from sale of marketable securities
|
50,508
|
|
|
129,000
|
|
|
118,062
|
|
|||
Purchases of property and equipment, net
|
(47,836
|
)
|
|
(84,841
|
)
|
|
(119,817
|
)
|
|||
Proceeds from sale of land
|
16,217
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Boston Proper net assets
|
—
|
|
|
9,000
|
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
(31,828
|
)
|
|
491
|
|
|
(130,451
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from borrowings
|
—
|
|
|
124,000
|
|
|
—
|
|
|||
Payments on borrowings
|
(7,500
|
)
|
|
(31,500
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
4,359
|
|
|
10,613
|
|
|
6,268
|
|
|||
Excess tax benefit from stock-based compensation
|
604
|
|
|
3,084
|
|
|
1,981
|
|
|||
Dividends paid
|
(42,254
|
)
|
|
(43,729
|
)
|
|
(45,773
|
)
|
|||
Repurchase of common stock
|
(101,878
|
)
|
|
(302,849
|
)
|
|
(18,124
|
)
|
|||
Net cash used in financing activities
|
(146,669
|
)
|
|
(240,381
|
)
|
|
(55,648
|
)
|
|||
Effects of exchange rate changes on cash and cash equivalents
|
(29
|
)
|
|
(501
|
)
|
|
523
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
52,184
|
|
|
(43,400
|
)
|
|
96,907
|
|
|||
Cash and Cash Equivalents,
Beginning of period
|
89,951
|
|
|
133,351
|
|
|
36,444
|
|
|||
Cash and Cash Equivalents,
End of period
|
$
|
142,135
|
|
|
$
|
89,951
|
|
|
$
|
133,351
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
2,316
|
|
|
$
|
2,375
|
|
|
$
|
321
|
|
Cash paid for income taxes, net
|
$
|
25,863
|
|
|
$
|
47,342
|
|
|
$
|
55,093
|
|
1.
|
BUSINESS ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
|
|
As Previously Reported
|
|
% of Sales
|
|
Change in Accounting Policy
|
|
Effect of Change in Occupancy Classification
|
|
Effect of Error Correction
|
|
As Adjusted
|
|
% of Sales
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Twelve Months Ended January 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net sales
|
$
|
2,642,309
|
|
|
100.0
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,326
|
|
|
$
|
2,660,635
|
|
|
100.0
|
Cost of goods sold
|
1,211,552
|
|
|
45.9
|
|
37,317
|
|
|
384,895
|
|
|
—
|
|
|
1,633,764
|
|
|
61.4
|
|||||
Gross Margin
|
1,430,757
|
|
|
54.1
|
|
(37,317
|
)
|
|
(384,895
|
)
|
|
18,326
|
|
|
1,026,871
|
|
|
38.6
|
|||||
Selling, general and administrative expenses
|
1,282,585
|
|
|
48.5
|
|
(37,317
|
)
|
|
(384,895
|
)
|
|
18,326
|
|
|
878,699
|
|
|
33.0
|
|
As Previously Reported
|
|
% of Sales
|
|
Change in Accounting Policy
|
|
Effect of Change in Occupancy Classification
|
|
Effect of Error Correction
|
|
As Adjusted
|
|
% of Sales
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Twelve Months Ended January 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net sales
|
$
|
2,675,211
|
|
|
100.0
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,718
|
|
|
$
|
2,693,929
|
|
|
100.0
|
Cost of goods sold
|
1,248,889
|
|
|
46.7
|
|
37,815
|
|
|
372,987
|
|
|
—
|
|
|
1,659,691
|
|
|
61.6
|
|||||
Gross Margin
|
1,426,322
|
|
|
53.3
|
|
(37,815
|
)
|
|
(372,987
|
)
|
|
18,718
|
|
|
1,034,238
|
|
|
38.4
|
|||||
Selling, general and administrative expenses
|
1,263,134
|
|
|
47.2
|
|
(37,815
|
)
|
|
(372,987
|
)
|
|
18,718
|
|
|
871,050
|
|
|
32.3
|
|
|
|
Estimated Useful Lives
|
Land improvements
|
15 - 35 years
|
Building and building improvements
|
20 - 35 years
|
Equipment, furniture and fixtures
|
2 - 20 years
|
Leasehold improvements
|
10 years or term
of lease, if shorter
|
2.
|
RESTRUCTURING AND STRATEGIC CHARGES:
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Impairment charges
|
$
|
1,453
|
|
|
$
|
22,001
|
|
|
$
|
8,554
|
|
Continuing employee-related costs
|
1,796
|
|
|
8,330
|
|
|
—
|
|
|||
Severance charges
|
9,485
|
|
|
6,863
|
|
|
7,577
|
|
|||
Proxy solicitation costs
|
5,697
|
|
|
—
|
|
|
—
|
|
|||
Lease terminations
|
427
|
|
|
9,578
|
|
|
—
|
|
|||
Outside services
|
12,013
|
|
|
—
|
|
|
—
|
|
|||
Other charges
|
156
|
|
|
2,029
|
|
|
614
|
|
|||
Restructuring and strategic charges, pre-tax
|
$
|
31,027
|
|
|
$
|
48,801
|
|
|
$
|
16,745
|
|
|
Continuing employee-related costs
|
|
Severance Charges
|
|
Proxy solicitation costs
|
|
Lease Termination Charges
|
|
Outside services
|
|
Other
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(in thousands)
|
|
|
||||||||||||||||||||||||
Beginning Balance, January 30, 2016
|
$
|
2,549
|
|
|
$
|
1,678
|
|
|
$
|
—
|
|
|
$
|
1,101
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
5,337
|
|
Charges
|
1,796
|
|
|
9,485
|
|
|
5,697
|
|
|
427
|
|
|
12,013
|
|
|
156
|
|
|
29,574
|
|
|||||||
Payments
|
(3,674
|
)
|
|
(8,750
|
)
|
|
(5,697
|
)
|
|
(682
|
)
|
|
(4,723
|
)
|
|
(156
|
)
|
|
(23,682
|
)
|
|||||||
Ending Balance, January 28, 2017
|
$
|
671
|
|
|
$
|
2,413
|
|
|
$
|
—
|
|
|
$
|
846
|
|
|
$
|
7,299
|
|
|
$
|
—
|
|
|
$
|
11,229
|
|
3.
|
MARKETABLE SECURITIES:
|
|
January 28, 2017
|
||||||||||||||
|
(in thousands)
|
||||||||||||||
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
||||||||
Total marketable securities
|
$
|
50,460
|
|
|
$
|
3
|
|
|
$
|
(93
|
)
|
|
$
|
50,370
|
|
|
|
|
|
|
|
|
|
||||||||
|
January 30, 2016
|
||||||||||||||
|
(in thousands)
|
||||||||||||||
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
||||||||
Total marketable securities
|
$
|
50,232
|
|
|
$
|
10
|
|
|
$
|
(48
|
)
|
|
$
|
50,194
|
|
4.
|
FAIR VALUE MEASUREMENTS:
|
5.
|
PREPAID EXPENSES AND ACCOUNTS RECEIVABLE:
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Prepaid expenses
|
$
|
39,847
|
|
|
$
|
38,179
|
|
Accounts receivable
|
10,503
|
|
|
7,481
|
|
||
Prepaid expenses and accounts receivable
|
$
|
50,350
|
|
|
$
|
45,660
|
|
6.
|
ASSETS HELD FOR SALE
|
7.
|
PROPERTY AND EQUIPMENT, NET:
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Land and land improvements
|
$
|
31,103
|
|
|
$
|
30,157
|
|
Building and building improvements
|
127,398
|
|
|
128,093
|
|
||
Equipment, furniture and fixtures
|
617,311
|
|
|
626,952
|
|
||
Leasehold improvements
|
538,735
|
|
|
553,125
|
|
||
Total property and equipment
|
1,314,547
|
|
|
1,338,327
|
|
||
Less accumulated depreciation and amortization
|
(837,362
|
)
|
|
(787,374
|
)
|
||
Property and equipment, net
|
$
|
477,185
|
|
|
$
|
550,953
|
|
8.
|
GOODWILL AND OTHER INTANGIBLE ASSETS:
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Goodwill
|
$
|
96,774
|
|
|
$
|
96,774
|
|
|
|
|
|
||||
Indefinite-Lived Intangibles:
|
|
|
|
||||
WHBM trade name
|
$
|
34,000
|
|
|
$
|
34,000
|
|
Minnesota territorial franchise rights
|
4,930
|
|
|
4,930
|
|
||
Indefinite-lived intangibles
|
$
|
38,930
|
|
|
$
|
38,930
|
|
|
|
|
|
||||
Definite-Lived Intangibles:
|
|
|
|
||||
Boston Proper customer relationships
|
$
|
—
|
|
|
$
|
43,580
|
|
Accumulated amortization expense recorded
|
—
|
|
|
(16,851
|
)
|
||
Impairment expense recorded
|
—
|
|
|
(24,166
|
)
|
||
Sale of Boston Proper customer relationships
|
—
|
|
|
(2,563
|
)
|
||
Definite-lived intangibles
|
—
|
|
|
—
|
|
||
Other intangible assets, net
|
$
|
38,930
|
|
|
$
|
38,930
|
|
|
January 30, 2016
|
|
January 31, 2015
|
|
||||
|
|
|
|
|
||||
|
(in thousands)
|
|||||||
Gross carrying amount
|
$
|
141,919
|
|
|
$
|
141,919
|
|
|
Cumulative impairment, beginning of year
|
(93,066
|
)
|
|
(67,266
|
)
|
|
||
Impairment charges
|
(48,853
|
)
|
|
(25,800
|
)
|
|
||
Cumulative impairment, end of year
|
(141,919
|
)
|
|
(93,066
|
)
|
|
||
Net carrying amount
|
$
|
—
|
|
|
$
|
48,853
|
|
|
9.
|
OTHER CURRENT AND DEFERRED LIABILITIES:
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Allowance for customer returns, gift cards and store credits outstanding
|
$
|
59,893
|
|
|
$
|
58,060
|
|
Accrued payroll, benefits, bonuses and severance costs and termination benefits
|
45,512
|
|
|
40,993
|
|
||
Current portion of deferred rent and lease credits
|
22,451
|
|
|
26,596
|
|
||
Other
|
42,376
|
|
|
33,139
|
|
||
Other current and deferred liabilities
|
$
|
170,232
|
|
|
$
|
158,788
|
|
10.
|
DEBT:
|
|
Maximum Leverage Ratio:
|
|
Eurodollar Spread
|
|
ABR Spread
|
|
Commitment Fee Rate
|
Category 1:
|
< 2.25 to 1.00
|
|
1.25%
|
|
0.25%
|
|
0.20%
|
Category 2:
|
≥ 2.25 to 1.00 but
< 3.00 to 1.00 |
|
1.50%
|
|
0.50%
|
|
0.25%
|
Category 3:
|
≥ 3.00 to 1.00
|
|
1.75%
|
|
0.75%
|
|
0.30%
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Credit Agreement, net
|
$
|
84,785
|
|
|
$
|
92,219
|
|
Less: current debt
|
(16,250
|
)
|
|
(10,000
|
)
|
||
Long-term debt
|
$
|
68,535
|
|
|
$
|
82,219
|
|
FISCAL YEAR ENDING:
|
|
||
(in thousands)
|
|
||
February 3, 2018
|
$
|
16,250
|
|
February 2, 2019
|
15,000
|
|
|
February 1, 2020
|
15,000
|
|
|
January 30, 2021
|
38,750
|
|
11.
|
NON-CURRENT DEFERRED LIABILITIES:
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Deferred rent
|
$
|
51,909
|
|
|
$
|
50,469
|
|
Deferred lease credits
|
80,217
|
|
|
96,747
|
|
||
Other deferred liabilities
|
8,868
|
|
|
10,123
|
|
||
Deferred liabilities
|
140,994
|
|
|
157,339
|
|
||
Less current portion of deferred rent and lease credits
|
(22,451
|
)
|
|
(26,596
|
)
|
||
Non-current deferred liabilities
|
$
|
118,543
|
|
|
$
|
130,743
|
|
12.
|
COMMITMENTS AND CONTINGENCIES:
|
FISCAL YEAR ENDING:
|
|
||
(in thousands)
|
|
||
February 3, 2018
|
$
|
189,134
|
|
February 2, 2019
|
162,035
|
|
|
February 1, 2020
|
141,170
|
|
|
January 30, 2021
|
127,559
|
|
|
January 29, 2022
|
109,191
|
|
|
Thereafter
|
182,856
|
|
|
Total minimum lease payments
|
$
|
911,945
|
|
13.
|
STOCK COMPENSATION PLANS AND CAPITAL STOCK TRANSACTIONS:
|
|
Number of
Shares |
|
Weighted
Average Grant Date Fair Value |
|||
Unvested, beginning of period
|
2,585,392
|
|
|
$
|
16.60
|
|
Granted
|
1,817,830
|
|
|
12.38
|
|
|
Vested
|
(1,157,261
|
)
|
|
16.75
|
|
|
Forfeited
|
(782,775
|
)
|
|
15.19
|
|
|
Unvested, end of period
|
2,463,186
|
|
|
13.87
|
|
|
Number of
Shares |
|
Weighted
Average Grant Date Fair Value |
|||
Unvested, beginning of period
|
469,898
|
|
|
$
|
18.23
|
|
Granted
|
733,360
|
|
|
12.55
|
|
|
Vested
|
(228,105
|
)
|
|
18.23
|
|
|
Forfeited
|
(322,905
|
)
|
|
15.34
|
|
|
Unvested, end of period
|
652,248
|
|
|
13.28
|
|
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (in thousands) |
|||||
Outstanding, beginning of period
|
1,060,774
|
|
|
$
|
15.17
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(213,310
|
)
|
|
10.67
|
|
|
|
|
|
|||
Forfeited or expired
|
(270,218
|
)
|
|
22.13
|
|
|
|
|
|
|||
Outstanding, end of period
|
577,246
|
|
|
$
|
13.58
|
|
|
2.97
|
|
$
|
603
|
|
Vested and expected to vest at January 28, 2017
|
577,246
|
|
|
$
|
13.58
|
|
|
2.97
|
|
$
|
603
|
|
Exercisable at January 28, 2017
|
577,246
|
|
|
$
|
13.58
|
|
|
2.97
|
|
$
|
603
|
|
14.
|
RETIREMENT PLANS:
|
15.
|
INCOME TAXES:
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
49,994
|
|
|
$
|
15,622
|
|
|
$
|
53,985
|
|
Foreign
|
260
|
|
|
210
|
|
|
124
|
|
|||
State
|
5,654
|
|
|
1,683
|
|
|
7,152
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(8,483
|
)
|
|
(25,004
|
)
|
|
(6,550
|
)
|
|||
State
|
75
|
|
|
(9,411
|
)
|
|
(2,911
|
)
|
|||
Income tax provision (benefit)
|
$
|
47,500
|
|
|
$
|
(16,900
|
)
|
|
$
|
51,800
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|||
Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income tax, net of federal tax benefit
|
3.4
|
|
|
4.3
|
|
|
1.9
|
|
Goodwill impairment
|
—
|
|
|
(124.2
|
)
|
|
8.4
|
|
Outside basis difference - Boston Proper sale
|
(2.8
|
)
|
|
165.2
|
|
|
—
|
|
Other state benefits associated with sale and liquidation of Boston Proper
|
(0.3
|
)
|
|
20.1
|
|
|
—
|
|
Enhanced charitable contribution
|
(1.9
|
)
|
|
19.3
|
|
|
(2.5
|
)
|
Executive compensation limitation
|
1.2
|
|
|
(7.3
|
)
|
|
1.3
|
|
Foreign losses with full valuation allowance
|
0.2
|
|
|
(2.9
|
)
|
|
1.0
|
|
Federal tax credits
|
(0.5
|
)
|
|
3.4
|
|
|
(0.7
|
)
|
Other items, net
|
(0.1
|
)
|
|
0.4
|
|
|
0.1
|
|
Total
|
34.2
|
%
|
|
113.3
|
%
|
|
44.5
|
%
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities and allowances
|
$
|
17,790
|
|
|
$
|
13,416
|
|
Accrued straight-line rent
|
20,361
|
|
|
19,716
|
|
||
Stock-based compensation
|
10,329
|
|
|
12,945
|
|
||
Property related
|
1,816
|
|
|
6,270
|
|
||
Charitable contribution limitation carryfowards
|
5,109
|
|
|
5,720
|
|
||
State tax credits and net operating loss carryforwards
|
5,105
|
|
|
5,384
|
|
||
Other
|
3,376
|
|
|
4,675
|
|
||
Total deferred tax assets
|
63,886
|
|
|
68,126
|
|
||
Valuation allowance
|
(749
|
)
|
|
(911
|
)
|
||
Net deferred tax assets
|
63,137
|
|
|
67,215
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Other
|
—
|
|
|
(1,249
|
)
|
||
Prepaid expenses
|
(2,976
|
)
|
|
(4,099
|
)
|
||
Property related
|
(43,271
|
)
|
|
(50,601
|
)
|
||
Other intangible assets
|
(24,197
|
)
|
|
(23,200
|
)
|
||
Total deferred tax liabilities
|
(70,444
|
)
|
|
(79,149
|
)
|
||
Net deferred taxes
|
$
|
(7,307
|
)
|
|
$
|
(11,934
|
)
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Balance at beginning of year
|
$
|
4,840
|
|
|
$
|
2,532
|
|
|
$
|
3,956
|
|
Additions for tax positions of prior years
|
1,280
|
|
|
2,618
|
|
|
757
|
|
|||
Reductions for tax positions of prior years
|
(1
|
)
|
|
(56
|
)
|
|
(736
|
)
|
|||
Additions for tax positions for the current year
|
246
|
|
|
259
|
|
|
390
|
|
|||
Settlements/payments with tax authorities
|
(850
|
)
|
|
—
|
|
|
(1,501
|
)
|
|||
Reductions due to lapse of applicable statutes of limitation
|
(357
|
)
|
|
(513
|
)
|
|
(334
|
)
|
|||
Balance at end of year
|
$
|
5,158
|
|
|
$
|
4,840
|
|
|
$
|
2,532
|
|
16.
|
NET EARNINGS PER SHARE:
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net income
|
$
|
91,229
|
|
|
$
|
1,946
|
|
|
$
|
64,641
|
|
Net income and dividends declared allocated to participating securities
|
(1,915
|
)
|
|
—
|
|
|
(1,697
|
)
|
|||
Net income available to common shareholders
|
$
|
89,314
|
|
|
$
|
1,946
|
|
|
$
|
62,944
|
|
Denominator
|
|
|
|
|
|
||||||
Weighted average common shares outstanding – basic
|
128,995
|
|
|
138,366
|
|
|
148,622
|
|
|||
Dilutive effect of non-participating securities
|
242
|
|
|
375
|
|
|
504
|
|
|||
Weighted average common and common equivalent shares outstanding – diluted
|
129,237
|
|
|
138,741
|
|
|
149,126
|
|
|||
Net income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.69
|
|
|
$
|
0.01
|
|
|
$
|
0.42
|
|
Diluted
|
$
|
0.69
|
|
|
$
|
0.01
|
|
|
$
|
0.42
|
|
17.
|
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED):
|
|
Net Sales
|
|
Gross
Margin |
|
Net Income
(Loss) |
|
Net Income
(Loss) Per Common Share - Basic |
|
Net Income
(Loss) Per Common and Common Equivalent Share - Diluted |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Fiscal year ended January 28, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
$
|
642,977
|
|
|
$
|
262,335
|
|
|
$
|
31,084
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
Second quarter
|
635,732
|
|
|
240,810
|
|
|
23,039
|
|
|
0.17
|
|
|
0.17
|
|
|||||
Third quarter
|
596,912
|
|
|
230,294
|
|
|
23,598
|
|
|
0.18
|
|
|
0.18
|
|
|||||
Fourth quarter
|
600,789
|
|
|
213,397
|
|
|
13,508
|
|
|
0.10
|
|
|
0.10
|
|
|||||
Fiscal year ended January 30, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
$
|
697,766
|
|
|
$
|
295,618
|
|
|
$
|
33
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
Second quarter
|
685,826
|
|
|
264,701
|
|
|
2
|
|
|
0.02
|
|
|
0.02
|
|
|||||
Third quarter
|
645,433
|
|
|
249,163
|
|
|
(12
|
)
|
|
(0.09
|
)
|
|
(0.09
|
)
|
|||||
Fourth quarter
|
631,610
|
|
|
217,389
|
|
|
(21
|
)
|
|
(0.16
|
)
|
|
(0.16
|
)
|
18.
|
SUBSEQUENT EVENTS:
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
/s/ ERNST & YOUNG LLP
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan category
|
|
Number of securities to
be issued upon exercise of outstanding options, warrants and rights |
|
Weighted-average
exercise price of outstanding options, warrants and rights ($) |
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders (1)
|
|
577,246
|
|
|
$
|
13.58
|
|
|
5,764,356
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
577,246
|
|
|
$
|
13.58
|
|
|
5,764,356
|
|
(1)
|
Includes shares authorized for issuance under the Company’s 2012 Omnibus Stock and Incentive Plan.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Documents filed as part of this Report.
|
(1)
|
The following consolidated financial statements are contained in Item 8:
|
Consolidated Financial Statements
|
Page in this Report
|
(2)
|
The following Financial Statement Schedules are included herein:
|
(3)
|
The following exhibits are filed as part of this report (exhibits marked with an asterisk have been previously filed with the Commission as indicated and are incorporated herein by this reference):
|
|
3.1*
|
Composite Amended and Restated By-laws of Chico's FAS, Inc. (Filed as Exhibit 3.3 to the Company's Form 10-Q as filed with the Commission on September 1, 2016)
|
|
|
|
|
3.2*
|
Amended and Restated By-laws of Chico’s FAS, Inc. (Filed as Exhibit 3.1 to the Company’s Form 10-Q as filed with the Commission on November 22, 2016)
|
|
|
|
|
3.3*
|
Amended and Restated Articles of Incorporation of Chico’s FAS, Inc. (Filed as Exhibit 3.1 to the Company’s Form 10-Q as filed with the Commission on November 22, 2016)
|
|
|
|
|
4.1*
|
Form of specimen Common Stock Certificate (Filed as Exhibit 4.9 to the Company’s Form 10-K for the year ended January 29, 2005, as filed with the Commission on April 8, 2005)
|
|
|
|
|
10.1*
|
Employment letter agreement between the Company and Donna Noce Colaco, with employment commencing on August 6, 2007 (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended August 4, 2007, as filed with the Commission on August 29, 2007)
|
|
|
|
|
10.2*
|
Employment letter agreement between the Company and Laurie Van Brunt, dated as of April 21, 2010 (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended May 1, 2010, as filed with the Commission on May 28, 2010)
|
|
|
|
|
10.3*
|
Non-Employee Directors Stock Option Plan (Filed as Exhibit 10.49 to the Company’s Form 10-K for the year ended January 30, 1999, as filed with the Commission on April 28, 1999)
|
|
|
|
|
10.4*
|
First Amendment to Chico’s FAS, Inc. Non-Employee Directors Stock Option Plan (Filed as Exhibit 10.51 to the Company’s Form 10-K for the year ended January 29, 2000, as filed with the Commission on April 25, 2000)
|
|
|
|
|
10.5*
|
2002 Omnibus Stock and Incentive Plan (Filed as Exhibit 10.22 to the Company’s Form 10-K for the year ended February 2, 2002, as filed with the Commission on April 24, 2002)
|
|
|
|
|
10.6*
|
First Amendment to Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan, effective as of June 20, 2006 (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on June 22, 2006)
|
|
|
|
|
10.7*
|
Amended and Restated 2002 Omnibus Stock and Incentive Plan (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on July 2, 2008)
|
|
|
|
|
10.8*
|
Form of 2002 Omnibus Stock and Incentive Plan Stock Option Certificate for Employees (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on February 3, 2005)
|
|
|
|
|
10.9*
|
Revised Form of 2002 Omnibus Stock and Incentive Plan Stock Option Agreement for Employees (Filed as Exhibit 10.22 to the Company’s Form 10-K, as filed with the Commission on March 22, 2011)
|
|
|
|
|
10.10*
|
Form of 2002 Omnibus Stock and Incentive Plan Stock Option Certificate for Non-Management Directors (Filed as Exhibit 10.2 to the Company’s Form 8-K, as filed with the Commission on February 3, 2005)
|
|
|
|
|
10.11*
|
Form of 2002 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Employees (Filed as Exhibit 10.25 to the Company’s Form 10-K for the year ended January 31, 2010, as filed with the Commission on March 28, 2008)
|
|
|
|
|
10.12*
|
Revised Form of 2002 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Employees (Filed as Exhibit 10.25 to the Company’s Form 10-K, as filed with the Commission on March 22, 2011)
|
|
|
|
|
10.13*
|
Form of 2002 Omnibus Stock and Incentive Plan Performance-Based Restricted Stock Agreement for Employees (Filed as Exhibit 10.26 to the Company’s Form 10-K, as filed with the Commission on March 22, 2011)
|
|
|
|
|
10.14*
|
Form of 2002 Omnibus Stock and Incentive Plan Restricted Stock Agreement for Non-Management Directors (Filed as Exhibit 10.28 to the Company’s Form 10-K for the year ended February 2, 2008, as filed with the Commission on March 27, 2010)
|
|
|
|
|
10.15*
|
Form of 2002 Omnibus Stock and Incentive Plan Performance Share Unit Agreement for Employees (Filed as Exhibit 10.28 to the Company’s Form 10-K for the year ended January 30, 2010, as filed with the Commission on March 24, 2010)
|
|
|
|
|
10.16*
|
Form of 2012 Omnibus Stock and Incentive Plan (Filed as Exhibit 4.4 to the Company’s Form S-8, as filed with Commission on August 1, 2012)
|
|
|
|
|
10.17*
|
Chico’s FAS, Inc. 2002 Amended and Restated Employee Stock Purchase Plan (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended July 30, 2011, as filed with the Commission on August 24, 2011)
|
|
|
|
|
10.18*
|
Amended and Restated Chico’s FAS, Inc. Cash Bonus Incentive Plan (Filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended July 31, 2010, as filed with the Commission on August 27, 2010.
|
|
|
|
|
10.19*
|
Indemnification Agreement with David F. Walker (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended October 29, 2005, as filed with the Commission on November 29, 2005)
|
|
|
|
|
10.20*
|
Indemnification Agreement with Ross E. Roeder (Filed as Exhibit 10.8 to the Company’s Form 8-K as filed with the Commission on December 9, 2005)
|
|
|
|
|
10.21*
|
Indemnification Agreement with John J. Mahoney (Filed as Exhibit 10.1 to the Company’s Form 8-K as filed with the Commission on July 25, 2008)
|
|
|
|
|
10.22*
|
Indemnification Agreement with Andrea M. Weiss (Filed as Exhibit 10.43 to the Company’s Form 10-K, as filed with the Commission on March 22, 2011)
|
|
|
|
|
10.23*
|
Indemnification Agreement with Stephen E. Watson (Filed as Exhibit 10.43 to the Company’s Form 10-K, as filed with the Commission on March 22, 2011)
|
|
|
|
|
10.24*
|
Chico’s FAS, Inc. Deferred Compensation Plan effective April 1, 2002 (Filed as Exhibit 10.53 to the Company’s Form 10-K for the year ended February 2, 2002, as filed with the Commission on April 24, 2002)
|
|
|
|
|
10.25*
|
Chico’s FAS, Inc. 2005 Deferred Compensation Plan effective January 1, 2005 (amended and restated January 1, 2008) (Filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended November 1, 2008, as filed with the Commission on December 9, 2008)
|
|
|
|
|
10.26*
|
Lease Agreement between Joint Development Authority of Winder-Barrow County and Chico’s Real Estate, LLC dated as of March 25, 2002 (Filed as Exhibit 10.54 to the Company’s Form 10-K for the year ended February 2, 2002, as filed with the Commission on April 24, 2002)
|
|
|
|
|
10.27*
|
Credit Agreement by and among JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, the Company and the Lenders parties thereto dated as of July 27, 2011 (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on July 29, 2011)
|
|
|
|
|
10.28*
|
Amendment No. 1 to Credit Agreement by and among JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, the Company and the Lenders parties thereto dated as of September 14, 2011 (Filed as Exhibit 10.1 to the Company’s Form 10-Q, as filed with the Commission on November 23, 2011)
|
|
|
|
|
10.29*
|
Indemnification Agreement with Janice L. Fields (Filed as Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on May 7, 2013)
|
|
|
|
|
10.30*
|
Amendment No. 3 dated as of February 25, 2015 to Credit Agreement by and among JPMorgan Chase Bank, N.A., HSBC Bank USA, National Association, the Company and the Lenders parties thereto dated as of July 27, 2011 (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on March 3, 2015)
|
|
|
|
|
10.31*
|
Indemnification Agreement with Todd E. Vogensen (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on April 1, 2015)
|
|
|
|
|
10.32*
|
Participation Agreement between the Company and Todd E. Vogensen (Filed as Exhibit 10.2 to the Company's Form 8-K, as filed with the Commission on April 1, 2015)
|
|
|
|
|
10.33*
|
Credit Agreement dated as of May 4, 2015 (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on May 8, 2015)
|
|
|
|
|
10.34*
|
Employment letter agreement between the Company and Todd E. Vogensen, dated as of March 3, 2015 (Filed as Exhibit 10.3 to the Company's Form 10-Q for the quarter ended May 2, 2015, as filed with the Commission on May 28, 2015)
|
|
|
|
|
10.35*
|
Employment letter agreement between the Company and Shelley Broader (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on October 30, 2015)
|
|
|
|
|
10.36*
|
Amendment No.1 to Second Amended and Restated 2002 Employee Stock Purchase Plan (Filed as Exhibit 10.59 to the Company's Form 10-K, as filed with the Commission on March 8, 2016)
|
|
|
|
|
10.37*
|
Indemnification Agreement with Shelly Broader (Filed as Exhibit 10.60 to the Company's Form 10-K, as filed with the Commission on March 8, 2016)
|
|
|
|
|
10.38*
|
Participation Agreement between the Company and Shelly Broader (Filed as Exhibit 10.61 to the Company's Form 10-K, as filed with the Commission on March 8, 2016)
|
|
|
|
|
10.39*
|
Amended employment letter agreement between the Company and Shelley Broader dated April 14, 2016 (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on April 14, 2016)
|
|
|
|
|
10.40*
|
Amended and Restated Officer Severance Plan (Filed as Exhibit 10.62 to the Company's Form 10-Q, as filed with the Commission on September 1, 2016)
|
|
|
|
|
10.41*
|
Employment letter agreement between the Company and Diane M. Ellis (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on October 7, 2016)
|
|
|
|
|
10.42*
|
Restrictive covenant agreement between the Company and Diane M. Ellis (Filed as Exhibit 10.2 to the Company's Form 8-K, as filed with the Commission on October 7, 2016)
|
|
|
|
|
10.43*
|
Amended Restricted Stock Agreement (Non-Soma Officers) (Filed as Exhibit 10.1 to the Company's Form 10-Q, as filed with the Commission on November 22, 2016)
|
|
|
|
|
10.44*
|
Amended Restricted Stock Agreement (Soma Officers) (Filed as Exhibit 10.2 to the Company's Form 10-Q, as filed with the Commission on November 22, 2016)
|
|
|
|
|
10.45*
|
Form of 2012 Omnibus Stock and Incentive Plan Performance Award Agreement for Restricted Stock Units (Filed as Exhibit 10.1 to the Company's Form 8-K, as filed with the Commission on February 28, 2017)
|
|
|
|
|
10.46
|
Indemnification Agreement with Bonnie R. Brooks
|
|
|
|
|
10.47
|
Indemnification Agreement with William S. Simon
|
|
|
|
|
10.48
|
Amendment No.1 to 2012 Omnibus Stock and Incentive Plan
|
|
|
|
|
10.49
|
Amendment to Officer Severance Plan
|
|
|
|
|
10.50
|
Amended Restricted Stock Agreement
|
|
|
|
|
10.51
|
Amended Performance Award Agreement
|
|
|
|
|
18*
|
Preferability Letter from Independent Registered Certified Public Accounting Firm Regarding Change in Accounting Principle (Filed as Exhibit 18 to the Company's 10-Q, as filed with the Commission on May 27, 2016)
|
|
|
|
|
21
|
Subsidiaries of the Registrant
|
|
|
|
|
23
|
Consent of Ernst & Young LLP
|
|
|
|
|
31.1
|
Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Chief Executive Officer
|
|
|
|
|
31.2
|
Chico’s FAS, Inc. and Subsidiaries Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Chief Financial Officer
|
|
|
|
|
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
|
|
|
|
|
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
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
By:
|
/s/ Shelley G. Broader
|
Shelley G. Broader
|
|
Chief Executive Officer, President and Director
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Shelley G. Broader
|
|
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
|
March 7, 2017
|
Shelley G. Broader
|
|
|
|
|
|
|
|
||
/s/ Todd E. Vogensen
|
|
Executive Vice President,
Chief Financial Officer and Assistant Corporate Secretary
|
|
March 7, 2017
|
Todd E. Vogensen
|
|
|
|
|
|
|
|
||
/s/ David M. Oliver
|
|
Group Vice President-Finance, Controller,
and Chief Accounting Officer
|
|
March 7, 2017
|
David M. Oliver
|
|
|
|
|
|
|
|
||
/s/ David F. Walker
|
|
Chairman of the Board
|
|
March 7, 2017
|
David F. Walker
|
|
|
|
|
|
|
|
|
|
/s/ Bonnie R. Brooks
|
|
Director
|
|
March 7, 2017
|
Bonnie R. Brooks
|
|
|
|
|
|
|
|
||
/s/ Ross E. Roeder
|
|
Director
|
|
March 7, 2017
|
Ross E. Roeder
|
|
|
|
|
|
|
|
||
/s/ Janice L. Fields
|
|
Director
|
|
March 7, 2017
|
Janice L. Fields
|
|
|
|
|
|
|
|
||
/s/ William S. Simon
|
|
Director
|
|
March 7, 2017
|
William S. Simon
|
|
|
|
|
|
|
|
||
/s/ John J. Mahoney
|
|
Director
|
|
March 7, 2017
|
John J. Mahoney
|
|
|
|
|
|
|
|
||
/s/ Stephen E. Watson
|
|
Director
|
|
March 7, 2017
|
Stephen E. Watson
|
|
|
|
|
|
|
|
||
/s/ Andrea M. Weiss
|
|
Director
|
|
March 7, 2017
|
Andrea M. Weiss
|
|
|
|
|
1 Year Chicos FAS Chart |
1 Month Chicos FAS Chart |
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