##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For
the quarterly period ended April 30, 2011
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the transition period from  to .
 Commission File Number: 000-50563
 BAKERS FOOTWEAR GROUP, INC.
 (Exact name of
registrant as specified in its charter)
 Missouri
    
    43-0577980(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 2815 Scott Avenue,St. Louis, Missouri
    
    63103(Address of principal executive offices)
    
    (Zip Code)
 (314) 621-0699  (Registrants telephone number, including area code)
 Not applicable  (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



BAKERS FOOTWEAR GROUP, INC.
 INDEX TO FORM 10-Q
 PagePart I Financial Information
    
    
    3Item 1. Financial Statements (Unaudited)
    
    
    3Condensed Balance Sheets
    
    
    3Condensed Statements of Operations
    
    
    4Condensed Statement of Shareholders Deficit
    
    
    5Condensed Statements of Cash Flows
    
    
    6Notes to Condensed Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23Part II Other Information
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 6. Exhibits
    
    
    24Signatures
    
    
    25Exhibit Index
    
    
    26Summary of Restricted Stock GrantsCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of CEO and CFO
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED BALANCE SHEETS
 May 1, 2010
    
    
    January 29, 2011
    
    
    April 30, 2011(Unaudited)
    
    
    
    
    
    
    (Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    149,280
    
    
    $
    146,263
    
    
    $
    213,755Accounts receivable
    
    
    1,954,649
    
    
    
    1,484,809
    
    
    
    1,840,671Inventories
    
    
    23,248,317
    
    
    
    25,911,508
    
    
    
    27,191,213Prepaid expenses and other current assets
    
    
    1,000,263
    
    
    
    970,883
    
    
    
    924,525Total current assets
    
    
    26,352,509
    
    
    
    28,513,463
    
    
    
    30,170,164Property and equipment, net
    
    
    23,464,911
    
    
    
    18,405,166
    
    
    
    17,334,393Other assets
    
    
    770,942
    
    
    
    1,087,058
    
    
    
    1,010,982Total assets
    
    $
    50,588,362
    
    
    $
    48,005,687
    
    
    $
    48,515,539Liabilities and shareholders deficitCurrent liabilities:Accounts payable
    
    $
    13,217,226
    
    
    $
    16,009,847
    
    
    $
    14,716,321Accrued expenses
    
    
    8,063,352
    
    
    
    8,519,585
    
    
    
    8,823,179Subordinated secured term loan
    
    
    2,177,421
    
    
    
    
    
    
    
    Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    
    
    
    
    Sales tax payable
    
    
    703,522
    
    
    
    1,122,024
    
    
    
    1,122,984Deferred income
    
    
    1,279,105
    
    
    
    1,120,444
    
    
    
    1,092,757Revolving credit facility
    
    
    13,277,150
    
    
    
    10,449,299
    
    
    
    14,726,269Total current liabilities
    
    
    42,717,776
    
    
    
    37,221,199
    
    
    
    40,481,510Accrued noncurrent rent liabilities
    
    
    9,099,492
    
    
    
    8,648,272
    
    
    
    8,309,649Subordinated convertible debentures
    
    
    
    
    
    
    4,000,000
    
    
    
    4,000,000Subordinated debenture
    
    
    
    
    
    
    4,123,327
    
    
    
    4,138,022Shareholders deficit:Preferred stock, $0.0001 par value,
5,000,000 shares authorized, no
shares outstanding
    
    
    
    
    
    
    
    
    
    
    Common Stock, $0.0001 par value;
40,000,000 shares authorized,
7,384,056 shares outstanding at May
1, 2010, 9,228,916 shares
outstanding at January 29, 2011 and
9,295,916 shares outstanding at
April 30, 2011
    
    
    739
    
    
    
    923
    
    
    
    930Additional paid-in capital
    
    
    39,361,357
    
    
    
    40,443,888
    
    
    
    40,534,017Accumulated deficit
    
    
    (40,591,002
    )
    
    
    (46,431,922
    )
    
    
    (48,948,589
    )Total shareholders deficit
    
    
    (1,228,906
    )
    
    
    (5,987,111
    )
    
    
    (8,413,642
    )Total liabilities and shareholders deficit
    
    $
    50,588,362
    
    
    $
    48,005,687
    
    
    $
    48,515,539
  3




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BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS
 (Unaudited)
 Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 1, 2010
    
    
    April 30, 2011Net sales
    
    $
    43,524,036
    
    
    $
    47,012,740Cost of merchandise sold, occupancy, and buying expenses
    
    
    32,787,740
    
    
    
    34,755,556Gross profit
    
    
    10,736,296
    
    
    
    12,257,184Operating expenses:Selling
    
    
    9,804,288
    
    
    
    10,196,930General and administrative
    
    
    3,790,552
    
    
    
    4,122,650Loss on disposal of property and equipment
    
    
    51,669
    
    
    
    3,349Operating loss
    
    
    (2,910,213
    )
    
    
    (2,065,745
    )Other income (expense):Interest expense
    
    
    (554,573
    )
    
    
    (460,775
    )Other, net
    
    
    13,969
    
    
    
    9,853Loss before income taxes
    
    
    (3,450,817
    )
    
    
    (2,516,667
    )Benefit from income taxes
    
    
    
    
    
    
    Net loss
    
    $
    (3,450,817
    )
    
    $
    (2,516,667
    )Net loss per
common share and diluted share
    
    $
    (0.47
    )
    
    $
    (0.27
    )
  4




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BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENT OF SHAREHOLDERS DEFICIT
(Unaudited)
 Common StockShares
    
    
    
    
    
    
    AdditionalIssued and
    
    
    
    
    
    
    Paid-In
    
    
    AccumulatedOutstanding
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance at January 29, 2011
    
    
    9,228,916
    
    
    $
    923
    
    
    $
    40,443,888
    
    
    $
    (46,431,922
    )
    
    $
    (5,987,111
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    90,129
    
    
    
    
    
    
    
    90,129Issuance of restricted stock
    
    
    67,000
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    7Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,516,667
    )
    
    
    (2,516,667
    )Balance at April 30, 2011
    
    
    9,295,916
    
    
    $
    930
    
    
    $
    40,534,017
    
    
    $
    (48,948,589
    )
    
    $
    (8,413,642
    )
  5




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##### Table of Contents



BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 1, 2010
    
    
    April 30, 2011Operating activitiesNet loss
    
    $
    (3,450,817
    )
    
    $
    (2,516,667
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,497,100
    
    
    
    1,281,678Accretion of debt discount
    
    
    79,809
    
    
    
    14,695Stock-based compensation expense
    
    
    81,374
    
    
    
    90,129Loss on disposal of property and equipment
    
    
    51,669
    
    
    
    3,349Changes in operating assets and liabilities:Accounts receivable
    
    
    (403,921
    )
    
    
    (355,855
    )Inventories
    
    
    (3,015,110
    )
    
    
    (1,279,705
    )Prepaid expenses and other current assets
    
    
    234,524
    
    
    
    46,358Other assets
    
    
    80,093
    
    
    
    76,076Accounts payable
    
    
    3,078,591
    
    
    
    (1,293,526
    )Accrued expenses and deferred income
    
    
    206,855
    
    
    
    276,867Accrued rent liabilities
    
    
    (84,264
    )
    
    
    (338,623
    )Net cash used in operating activities
    
    
    (1,644,097
    )
    
    
    (3,995,224
    )Investing activitiesPurchase of property and equipment
    
    
    (420,990
    )
    
    
    (214,254
    )Proceeds from disposition of property and equipment
    
    
    1,335
    
    
    
    Net cash used in investing activities
    
    
    (419,655
    )
    
    
    (214,254
    )Financing activitiesNet advances under revolving credit facility
    
    
    2,745,463
    
    
    
    4,276,970Proceeds from exercise of stock options
    
    
    384
    
    
    
    Principal payments on subordinated secured term loan
    
    
    (687,500
    )
    
    
    Net cash provided by financing activities
    
    
    2,058,347
    
    
    
    4,276,970Net increase (decrease) in cash and cash equivalents
    
    
    (5,405
    )
    
    
    67,492Cash and cash equivalents at beginning of period
    
    
    154,685
    
    
    
    146,263Cash and cash equivalents at end of period
    
    $
    149,280
    
    
    $
    213,755Supplemental disclosures of cash flow informationCash paid for interest
    
    $
    359,891
    
    
    $
    330,578
  6




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BAKERS FOOTWEAR GROUP, INC.
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
Unaudited
 1. Basis of Presentation
  2. Liquidity
     7




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3. Revolving Credit Facility
   8




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##### Table of Contents



4. Subordinated Debenture
   5. Subordinated Convertible Debentures
    9




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##### Table of Contents



6. Subordinated Secured Term Loan
  7. Income Taxes
     Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 1, 2010
    
    
    April 30, 2011Current:Federal
    
    $
    (857,120
    )
    
    $
    (739,092
    )State and local
    
    
    (187,864
    )
    
    
    (157,652
    )Total current
    
    
    (1,044,984
    )
    
    
    (896,744
    )Deferred:Federal
    
    
    (232,445
    )
    
    
    (52,676
    )State and local
    
    
    (42,263
    )
    
    
    (9,577
    )Total deferred
    
    
    (274,708
    )
    
    
    (62,253
    )Valuation allowance
    
    
    1,319,692
    
    
    
    958,997Total income tax expense
    
    $
    
    
    
    $
    
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 1, 2010
    
    
    April 30, 2011Federal income tax at statutory rate
    
    $
    (1,207,786
    )
    
    $
    (880,833
    )Impact of graduated Federal rates
    
    
    34,508
    
    
    
    25,167State and local taxes, net of federal income taxes
    
    
    (152,607
    )
    
    
    (111,303
    )Change in valuation allowance
    
    
    1,319,692
    
    
    
    958,996Permanent differences
    
    
    6,193
    
    
    
    7,973Total provision for (benefit from) income taxes
    
    $
    
    
    
    $
    
 10




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May 1, 2010
    
    
    January 29, 2011
    
    
    April 30, 2011Deferred tax assets:Net operating loss carryforward
    
    $
    9,939,184
    
    
    $
    10,775,110
    
    
    $
    11,671,854Vacation accrual
    
    
    401,205
    
    
    
    405,473
    
    
    
    410,153Inventory
    
    
    1,138,178
    
    
    
    1,191,540
    
    
    
    1,325,812Stock-based compensation
    
    
    1,148,254
    
    
    
    1,258,512
    
    
    
    1,293,662Accrued rent
    
    
    3,548,802
    
    
    
    3,372,826
    
    
    
    3,240,763Property and equipment
    
    
    1,668,187
    
    
    
    2,842,665
    
    
    
    2,925,026Total deferred tax assets
    
    
    17,843,810
    
    
    
    19,846,126
    
    
    
    20,867,270Deferred tax liabilities:Prepaid expenses
    
    
    160,698
    
    
    
    103,629
    
    
    
    165,776Valuation allowance
    
    
    (17,683,112
    )
    
    
    (19,742,497
    )
    
    
    (20,701,494
    )Net deferred tax assets
    
    $
    
    
    
    $
    
    
    
    $
    
  8. Stock-Based Compensation
   Thirteen
    
    ThirteenWeeks Ended
    
    Weeks EndedMay 1, 2010
    
    April 30, 2011Options granted
    
    
    227,000
    
    
    
    75,000Weighted-average fair value of options granted
    
    $
    1.96
    
    
    $
    0.63AssumptionsDividends
    
    
    0
    %
    
    
    0
    %Risk-free interest rate
    
    
    2.8
    %
    
    
    2.2
    %Expected volatility
    
    
    97
    %
    
    
    99
    %Expected option life
    
    6 years
    
    6 years
 9. Earnings Per Share
   11




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Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 1, 2010
    
    
    April 30, 2011Numerator:Net loss
    
    $
    (3,450,817
    )
    
    $
    (2,516,667
    )Numerator for loss per share
    
    
    (3,450,817
    )
    
    
    (2,516,667
    )Interest expense related to convertible debentures
    
    
    
    
    
    
    Numerator for diluted loss per share
    
    $
    (3,450,817
    )
    
    $
    (2,516,667
    )Denominator:Denominator for basic earnings per share  weighted average shares
    
    
    7,383,076
    
    
    
    9,262,048Effect of dilutive securities Stock options
    
    
    
    
    
    
    Convertible debentures
    
    
    
    
    
    
    Denominator for diluted earnings (loss) per share  adjusted
weighted average shares and assumed conversions
    
    
    7,383,076
    
    
    
    9,262,048
  10. Commitments and Contingencies
  11. Fair Value of Financial Instruments
 Financial Instruments
 May 1, 2010CarryingAmount
    
    Fair ValueCash and cash equivalents
    
    $
    149,280
    
    
    $
    149,280Revolving credit facility
    
    
    13,277,150
    
    
    
    13,277,150Subordinated secured term loan
    
    
    2,177,421
    
    
    
    2,199,577Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    2,779,197
 January 29, 2011CarryingAmount
    
    Fair ValueCash and cash equivalents
    
    $
    146,263
    
    
    $
    146,263Revolving credit facility
    
    
    10,449,299
    
    
    
    10,449,299Subordinated debenture
    
    
    4,123,327
    
    
    
    4,039,445Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    3,052,837
 April 30, 2011CarryingAmount
    
    Fair ValueCash and cash equivalents
    
    $
    213,755
    
    
    $
    213,755Revolving credit facility
    
    
    14,726,269
    
    
    
    14,726,269Subordinated debenture
    
    
    4,138,022
    
    
    
    4,055,343Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    3,290,279
  12




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13




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion should be read in conjunction with the Companys unaudited condensed
financial statements and notes thereto provided herein and the Companys audited financial
statements and notes thereto in our annual report on Form 10-K for the fiscal year ended January
29, 2011. The following Managements Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements that involve risks and uncertainties. Our actual
results may differ materially from the results discussed in the forward-looking statements. The
factors that might cause such a difference also include, but are not limited to, those discussed in
our annual report on Form 10-K under Item 1. Business  Cautionary Note Regarding Forward-Looking
Statements and Risk Factors and under Item 1. Business  Risk Factors and those discussed
elsewhere in our Annual Report on Form 10-K and related notes thereto and elsewhere in this
quarterly report.
 Overview
       14




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Critical Accounting Policies
   Merchandise inventories
  Store closing and impairment charges
  Stock-based compensation expense
  15




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Deferred income taxes
      16




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Results of Operations
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 1, 2010
    
    
    April 30, 2011Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of merchandise sold, occupancy and buying expense
    
    
    75.3
    
    
    
    73.9Gross profit
    
    
    24.7
    
    
    
    26.1Selling expense
    
    
    22.5
    
    
    
    21.7General and administrative expense
    
    
    8.7
    
    
    
    8.8Loss on disposal of property and equipment
    
    
    0.1
    
    
    
    Operating loss
    
    
    (6.6
    )
    
    
    (4.4
    )Other income, net
    
    
    
    
    
    
    Interest expense
    
    
    (1.3
    )
    
    
    (1.0
    )Loss before income taxes
    
    
    (7.9
    )
    
    
    (5.4
    )Benefit from income taxes
    
    
    
    
    
    
    Net loss
    
    
    (7.9
    )%
    
    
    (5.4
    )%
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 1, 2010
    
    
    April 30, 2011Number of stores at beginning of period
    
    
    238
    
    
    
    232Stores opened during period
    
    
    2
    
    
    
    Stores closed during period
    
    
    (1
    )
    
    
    (1
    )Number of stores at end of period
    
    
    239
    
    
    
    231
 Thirteen Weeks Ended April 30, 2011 Compared to Thirteen Weeks Ended May 1, 2010
 Net
sales.
 Gross profit.
 Selling expense.
 General and administrative expense.
 17




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Interest expense.
 Net loss
 Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
      18




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May 1, 2010
    
    January 29, 2011
    
    April 30, 2011Cash
    
    $
    149,280
    
    
    $
    146,263
    
    
    $
    213,755Inventories
    
    
    23,248,317
    
    
    
    25,911,508
    
    
    
    27,191,213Total current assets
    
    
    26,352,509
    
    
    
    28,513,463
    
    
    
    30,170,164Property and equipment, net
    
    
    23,464,911
    
    
    
    18,405,166
    
    
    
    17,334,393Total assets
    
    
    50,588,362
    
    
    
    48,005,687
    
    
    
    48,515,539Accounts payable
    
    
    13,217,226
    
    
    
    16,009,847
    
    
    
    14,716,321Revolving credit facility
    
    
    13,277,150
    
    
    
    10,449,299
    
    
    
    14,726,269Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    4,000,000
    
    
    
    4,000,000Subordinated debenture
    
    
    
    
    
    
    4,123,327
    
    
    
    4,138,022Subordinated secured term loan
    
    
    2,177,421
    
    
    
    
    
    
    
    Total current liabilities
    
    
    42,717,776
    
    
    
    37,221,199
    
    
    
    40,481,510Total shareholders deficit
    
    
    (1,228,906
    )
    
    
    (5,987,111
    )
    
    
    (8,413,642
    )Net working capital
    
    
    (16,365,267
    )
    
    
    (8,707,736
    )
    
    
    (10,311,346
    )Unused borrowing capacity*
    
    
    1,437,474
    
    
    
    3,060,582
    
    
    
    1,624,060
 
 *
    
    as calculated under the terms of our revolving credit facility Operating activities
   19




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Investing activities
   Financing activities
  Revolving Credit Facility
       20




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Subordinated Convertible Debentures
     21




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Subordinated Debenture
     Off-Balance Sheet Arrangements
  Contractual Obligations
  Payments due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanContractualObligations
    
    Total
    
    
    1 Year
    
    
    1 - 3 Years
    
    

3 - 5 Years
    
    
    5 YearsLong-term debt obligations(1)
    
    $
    13,931,556
    
    
    $
    935,278
    
    
    $
    5,292,111
    
    
    $
    1,100,000
    
    
    $
    6,604,167Operating lease obligations (2)
    
    
    107,775,961
    
    
    
    23,933,422
    
    
    
    40,609,898
    
    
    
    28,839,288
    
    
    
    14,393,353Purchase obligations (3)
    
    
    31,405,432
    
    
    
    25,780,432
    
    
    
    3,000,000
    
    
    
    2,625,000
    
    
    
    Total
    
    $
    153,112,949
    
    
    $
    50,649,132
    
    
    $
    48,902,009
    
    
    $
    32,564,288
    
    
    $
    20,997,520
 
 (1)
    
    Includes principal and interest payments on our subordinated convertible debentures and our
subordinated debenture.(2)
    
    Includes minimum payment obligations related to our store leases.(3)
    
    Includes merchandise on order, minimum royalty payments related to the H by Halston license,
and payment obligations relating to store construction and miscellaneous service contracts. 22




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##### Table of Contents



Recent Accounting Pronouncements
  Impact of Inflation
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures.
 Internal Control Over Financial Reporting.
 23




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 6.
    
    EXHIBITS
  24




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##### Table of Contents



SIGNATURES
   BAKERS FOOTWEAR GROUP, INC.
(Registrant)By:
    /s/ Peter A. EdisonPeter A. EdisonChairman of the Board, Chief Executive Officer
And President (Principal Executive Officer)
Bakers Footwear Group, Inc.
(On behalf of the Registrant)By:
    /s/ Charles R. Daniel, IIICharles R. Daniel, IIIExecutive Vice President and Chief Financial Officer,
Controller, Treasurer, and Secretary
(Principal Financial Officer and
Principal Accounting Officer) 25




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description3.1
    
    
    Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Companys
Annual Report on Form 10-K for the fiscal year ended January 3, 2004 filed on April 2, 2004 (File No.
000-50563)).3.2
    
    
    Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Companys Annual Report on Form
10-K for the fiscal year ended January 3, 2004 filed on April 2, 2004 (File No. 000-50563)).10.1
    
    
    Letter to Peter Edison outlining 2011 bonus levels (incorporated by reference to Exhibit 10.8 to the Companys
Annual Report on Form 10-K for the fiscal year ended January 29, 2011 filed on April 29, 2011 (File No.
000-50563)).10.2
    
    
    Letter to Joseph VanderPluym outlining 2011 bonus levels (incorporated by reference to Exhibit 10.9 to the
Companys Annual Report on Form 10-K for the fiscal year ended January 29, 2011 filed on April 29, 2011 (File
No. 000-50563)).10.3
    
    
    Letter to Mark Ianni outlining 2011 bonus levels (incorporated by reference to Exhibit 10.10 to the Companys
Annual Report on Form 10-K for the fiscal year ended January 29, 2011 filed on April 29, 2011 (File No.
000-50563)).10.4
    
    
    Letter to Stanley Tusman outlining 2011 bonus levels (incorporated by reference to Exhibit 10.11 to the
Companys Annual Report on Form 10-K for the fiscal year ended January 29, 2011 filed on April 29, 2011 (File
No. 000-50563)).10.5
    
    
    Letter to Charlie Daniel outlining 2011 bonus levels (incorporated by reference to Exhibit 10.12 to the
Companys Annual Report on Form 10-K for the fiscal year ended January 29, 2011 filed on April 29, 2011 (File
No. 000-50563)).10.6
    
    
    Summary of March 16, 2011 restricted stock grants to executive officers and non-management directors of the
Company.11.1
    
    
    Statement regarding computation of per share earnings (incorporated by reference from Note 9 to the unaudited
interim financial statements included herein).31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by
Chief Executive Officer).31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by
Chief Financial Officer).32.1
    
    
    Section 1350 Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Chief
Executive Officer and the Chief Financial Officer).
 26