SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the quarterly period ended April 4, 2009ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the transition period from ________________ to
      ________________





Commission
file number:  001-32568





MAIDENFORM
BRANDS, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            
            06-1724014(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)485F
      US Hwy 1 South, Iselin, NJ
            
            08830(Address
      of principal executive offices)
            
            (Zip
      Code)





(732)
621-2500


(Registrant’s
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes
      x
            No  o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


Yes
       ̈
            No  o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer  ̈
            Accelerated
      filer x
            Non-accelerated
      filer  ̈
            Smaller
      reporting company  ̈(Do
      not check if smallerreporting
      company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
      o
            No  x





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.





Class
            
            Outstanding at May 8, 2009[Common Stock, $0.01 par value per share]
            
            23,172,216 shares





INDEX





PAGEPART
      I - FINANCIAL INFORMATIONItem
      1. Financial Statements (Unaudited)Condensed
      Consolidated Balance Sheets at April 4, 2009 and January 3,
      2009
                  2Condensed
      Consolidated Statements of Income for the Three Months Ended April 4, 2009
      and March 29, 2008
                  3Condensed
      Consolidated Statements of Cash Flows for the Three Months Ended April 4,
      2009 and March 29, 2008
                  4Notes
      to the Condensed Consolidated Financial Statements
                  5Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                  12Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                  20Item
      4. Controls and Procedures
                  21PART
      II - OTHER INFORMATIONItem1.
      Legal Proceedings
                  22Item1A.
      Risk Factors
                  22Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                  22Item
      3. Defaults Upon Senior Securities
                  22Item
      4. Submission of Matters to a Vote of Security Holders
                  22Item
      5. Other Information
                  23Item
      6. Exhibits
                  23




1


PART I - FINANCIAL
INFORMATION





Item
1. Financial Statements (Unaudited)





MAIDENFORM
BRANDS, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS


(in
thousands, except share and per share amounts)


(unaudited)





April 4, 2009
                
                
                January 3, 2009AssetsCurrent
      assetsCash
      and cash equivalents
                
                $
                26,294
                
                
                $
                43,463Accounts
      receivable, net
                
                
                63,171
                
                
                
                38,974Inventories
                
                
                69,200
                
                
                
                65,039Deferred
      income taxes
                
                
                11,765
                
                
                
                11,837Prepaid
      expenses and other current assets
                
                
                10,218
                
                
                
                13,852Total
      current assets
                
                
                180,648
                
                
                
                173,165Property,
      plant and equipment, net
                
                
                19,190
                
                
                
                19,577Goodwill
                
                
                7,162
                
                
                
                7,162Intangible
      assets, net
                
                
                97,068
                
                
                
                97,358Other
      non-current assets
                
                
                922
                
                
                
                982Total
      assets
                
                $
                304,990
                
                
                $
                298,244Liabilities
      and stockholders’ equityCurrent
      liabilitiesCurrent
      portion of long-term debt
                
                $
                1,100
                
                
                $
                1,100Accounts
      payable
                
                
                31,607
                
                
                
                31,667Accrued
      expenses and other current liabilities
                
                
                20,279
                
                
                
                19,476Total
      current liabilities
                
                
                52,986
                
                
                
                52,243Long-term
      debt
                
                
                86,975
                
                
                
                87,250Deferred
      income taxes
                
                
                24,564
                
                
                
                24,252Other
      non-current liabilities
                
                
                14,488
                
                
                
                14,841Total
      liabilities
                
                
                179,013
                
                
                
                178,586Commitments
      and contingencies (Note 10)Stockholders’
      equityPreferred
      stock -  $0.01 par value; 10,000,000 shares authorized and
      none issued and outstanding
                
                
                -
                
                
                
                -Common
      stock - $0.01 par value; 100,000,000 shares authorized; 23,488,357
      shares issued and 22,501,206 outstanding at April 4, 2009 and
      23,488,357 issued and 22,496,003 outstanding at January 3,
      2009
                
                
                235
                
                
                
                235Additional
      paid-in capital
                
                
                60,959
                
                
                
                60,567Retained
      earnings
                
                
                84,239
                
                
                
                78,246Accumulated
      other comprehensive loss
                
                
                (5,547
                )
                
                
                (5,408
                )Treasury
      stock, at cost (987,151 shares at April 4, 2009 and 992,354 shares at
      January 3, 2009)
                
                
                (13,909
                )
                
                
                (13,982
                )Total
      stockholders’ equity
                
                
                125,977
                
                
                
                119,658Total
      liabilities and stockholders’ equity
                
                $
                304,990
                
                
                $
                298,244





The
accompanying notes are an integral part of these condensed consolidated
financial statements.




2




MAIDENFORM
BRANDS, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF INCOME


(in
thousands, except share and per share amounts)


(unaudited)





Three months endedApril 4, 2009
                                                  
                                                  
                                                  March 29, 2008Net
      sales
                                                  
                                                  $
                                                  114,233
                                                  
                                                  
                                                  $
                                                  98,106Cost
      of sales
                                                  
                                                  
                                                  77,711
                                                  
                                                  
                                                  
                                                  60,140Gross
      profit
                                                  
                                                  
                                                  36,522
                                                  
                                                  
                                                  
                                                  37,966Selling,
      general and administrative expenses
                                                  
                                                  
                                                  25,968
                                                  
                                                  
                                                  
                                                  26,403Operating
      income
                                                  
                                                  
                                                  10,554
                                                  
                                                  
                                                  
                                                  11,563Interest
      expense, net
                                                  
                                                  
                                                  668
                                                  
                                                  
                                                  
                                                  1,181Income
      before provision for income taxes
                                                  
                                                  
                                                  9,886
                                                  
                                                  
                                                  
                                                  10,382Income
      tax expense
                                                  
                                                  
                                                  3,893
                                                  
                                                  
                                                  
                                                  4,343Net
      income
                                                  
                                                  $
                                                  5,993
                                                  
                                                  
                                                  $
                                                  6,039Basic
      earnings per common share
                                                  
                                                  $
                                                  0.27
                                                  
                                                  
                                                  $
                                                  0.27Diluted
      earnings per common share
                                                  
                                                  $
                                                  0.26
                                                  
                                                  
                                                  $
                                                  0.26Basic
      weighted average number ofshares
      outstanding
                                                  
                                                  
                                                  22,496,630
                                                  
                                                  
                                                  
                                                  22,358,220Diluted
      weighted average number ofshares
      outstanding
                                                  
                                                  
                                                  23,388,542
                                                  
                                                  
                                                  
                                                  23,422,197





The
accompanying notes are an integral part of these condensed consolidated
financial statements.


3





MAIDENFORM
BRANDS, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(in
thousands)


(unaudited)





Three months endedApril 4, 2009
                                                  
                                                  
                                                  March 29, 2008Cash
      flows from operating activitiesNet
      income
                                                  
                                                  $
                                                  5,993
                                                  
                                                  
                                                  $
                                                  6,039Adjustments
      to reconcile net income to net cash from operating
      activitiesDepreciation
      and amortization
                                                  
                                                  
                                                  912
                                                  
                                                  
                                                  
                                                  933Amortization
      of intangible assets
                                                  
                                                  
                                                  290
                                                  
                                                  
                                                  
                                                  290Amortization
      of deferred financing costs
                                                  
                                                  
                                                  46
                                                  
                                                  
                                                  
                                                  47Stock-based
      compensation
                                                  
                                                  
                                                  443
                                                  
                                                  
                                                  
                                                  321Deferred
      income taxes
                                                  
                                                  
                                                  316
                                                  
                                                  
                                                  
                                                  504Excess
      tax benefits related to stock-based compensation
                                                  
                                                  
                                                  (13
                                                  )
                                                  
                                                  
                                                  (16
                                                  )Bad
      debt expense
                                                  
                                                  
                                                  209
                                                  
                                                  
                                                  
                                                  40Net
      changes in operating assets and liabilitiesAccounts
      receivable
                                                  
                                                  
                                                  (24,526
                                                  )
                                                  
                                                  
                                                  (9,025
                                                  )Inventories
                                                  
                                                  
                                                  (4,242
                                                  )
                                                  
                                                  
                                                  6,103Prepaid
      expenses and other current and non-current assets
                                                  
                                                  
                                                  (228
                                                  )
                                                  
                                                  
                                                  79Accounts
      payable
                                                  
                                                  
                                                  (57
                                                  )
                                                  
                                                  
                                                  (9,952
                                                  )Accrued
      expenses and other current and non-current
liabilities
                                                  
                                                  
                                                  1,064
                                                  
                                                  
                                                  
                                                  (3,212
                                                  )Income
      taxes payable
                                                  
                                                  
                                                  3,393
                                                  
                                                  
                                                  
                                                  2,886Net
      cash from operating activities
                                                  
                                                  
                                                  (16,400
                                                  )
                                                  
                                                  
                                                  (4,963
                                                  )Cash
      flows from investing activitiesCapital
      expenditures
                                                  
                                                  
                                                  (445
                                                  )
                                                  
                                                  
                                                  (341
                                                  )Net
      cash from investing activities
                                                  
                                                  
                                                  (445
                                                  )
                                                  
                                                  
                                                  (341
                                                  )Cash
      flows from financing activitiesTerm
      loan repayments
                                                  
                                                  
                                                  (275
                                                  )
                                                  
                                                  
                                                  (275
                                                  )Proceeds
      from stock options exercised
                                                  
                                                  
                                                  11
                                                  
                                                  
                                                  
                                                  7Excess
      tax benefits related to stock-based compensation
                                                  
                                                  
                                                  13
                                                  
                                                  
                                                  
                                                  16Payments
      of employee withholding taxes related to equity awards
                                                  
                                                  
                                                  (2
                                                  )
                                                  
                                                  
                                                  -Payments
      of capital lease obligations
                                                  
                                                  
                                                  (50
                                                  )
                                                  
                                                  
                                                  (27
                                                  )Net
      cash from financing activities
                                                  
                                                  
                                                  (303
                                                  )
                                                  
                                                  
                                                  (279
                                                  )Effects
      of exchange rate changes on cash
                                                  
                                                  
                                                  (21
                                                  )
                                                  
                                                  
                                                  (288
                                                  )Net
      decrease in cash
                                                  
                                                  
                                                  (17,169
                                                  )
                                                  
                                                  
                                                  (5,871
                                                  )Cash
      and cash equivalentsBeginning
      of period
                                                  
                                                  
                                                  43,463
                                                  
                                                  
                                                  
                                                  16,602End
      of period
                                                  
                                                  $
                                                  26,294
                                                  
                                                  
                                                  $
                                                  10,731Supplementary
      disclosure of cash flow informationCash
      paid during the periodInterest
                                                  
                                                  $
                                                  968
                                                  
                                                  
                                                  $
                                                  1,412Income
      taxes
                                                  
                                                  $
                                                  59
                                                  
                                                  
                                                  $
                                                  816




The
accompanying notes are an integral part of these condensed consolidated
financial statements.


4


MAIDENFORM
BRANDS, INC. AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(in
thousands, except share and per share amounts)


(unaudited)





1.
            SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES





Basis
of Presentation


Maidenform
Brands, Inc. and its subsidiaries (the “Company,” “we,” “us” or
“our”) design, source and market an extensive range of intimate apparel
products, including bras, panties and shapewear. We sell through multiple
distribution channels including department stores and national chain stores,
mass merchants (including warehouse clubs), and other (including specialty
retailers, off-price retailers, foreign distributors and licensing income). In
addition, we operated 77 and 78 retail outlet stores as of April 4, 2009 and
March 29, 2008, respectively, and sell products on our websites.





In our
opinion, the accompanying unaudited condensed consolidated financial statements
contain all adjustments necessary to state fairly our financial position at
April 4, 2009, the results of our operations for the three months ended April 4,
2009 and March 29, 2008, and cash flows for the three months ended April 4, 2009
and March 29, 2008. These adjustments consist of normal recurring adjustments.
Operating results for the three months ended April 4, 2009 are not necessarily
indicative of the results that may be expected for any other future interim
period or for a full fiscal year. The condensed consolidated balance sheet at
January 3, 2009 has been derived from our audited consolidated financial
statements at that date, but does not include all disclosures required by
accounting principles generally accepted in the United States of
America.





These
condensed consolidated financial statements have been prepared in accordance
with Article 10 of Regulation S-X promulgated by the Securities and Exchange
Commission. Accordingly, certain information and disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. The financial statements included herein should be read in
conjunction with our Annual Report on Form 10-K for the year ended January 3,
2009.





2.
            DEBT





April 4, 2009
                  
                  
                  January 3, 2009Long-term
      debtTerm
      loan facility
                  
                  $
                  88,075
                  
                  
                  $
                  88,350Current
      maturities of long-term debt
                  
                  
                  1,100
                  
                  
                  
                  1,100Non-current
      portion of long-term debt
                  
                  $
                  86,975
                  
                  
                  $
                  87,250





At April
4, 2009, we had $88,075 outstanding under our term loan, and $0 outstanding
under our revolving loan with approximately $48,145 available for borrowings,
after giving effect to $1,855 of outstanding letters of credit. We use the
letters of credit as collateral for our workers’ compensation insurance programs
and bonds issued on our behalf to secure our obligation to pay customs duties.
Principal payments on the term loan are payable in quarterly installments of
$275 with all remaining amounts due on the maturity date. We are permitted to
voluntarily prepay all or part of the principal balance of the term loan with
such prepayments applied to scheduled principal payments in inverse order of
their maturity. In addition, subject to specified exceptions and limitations and
reinvesting options, partial prepayments of outstanding loans may be required
with the proceeds of asset sales, sales of equity and debt securities, and with
certain insurance and condemnation proceeds.





Payments
due on long-term debt during each of the five years subsequent to April 4, 2009,
are as follows:





Balance
      of fiscal 2009
                  
                  $
                  825In
      fiscal 2010
                  
                  
                  1,100In
      fiscal 2011
                  
                  
                  1,100In
      fiscal 2012
                  
                  
                  1,100In
      fiscal 2013
                  
                  
                  1,100Thereafter
                  
                  
                  82,850


5




MAIDENFORM
BRANDS, INC. AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(in
thousands, except share and per share amounts)


(unaudited)


3.
            DERIVATIVE
      INSTRUMENTS AND HEDGING ACTIVITIES





Effective
December 30, 2007, we adopted Statement of Financial Accounting Standards (SFAS)
No. 157 for our financial assets and liabilities measured at fair value on a
recurring basis. The fair value hierarchy for disclosure of fair value
measurements under SFAS No. 157 is as follows:





Level 1
-  Quoted prices in active markets for identical assets or
liabilities


Level 2
-  Quoted prices for similar assets and liabilities in active markets
or significant inputs that are observable


Level 3
-  Significant inputs that are unobservable (for example cash flow
modeling inputs based on assumptions)





The
following table summarizes liabilities measured at fair value on a recurring
basis at April 4, 2009 and January 3, 2009, as required by SFAS No.
157:





Level1
                  
                  
                  Level2
                  
                  
                  Level3LiabilitiesInterest
      rate swap as of April 4, 2009
                  
                  $
                  -
                  
                  
                  $
                  401
                  
                  
                  $
                  -Interest
      rate swap as of January 3, 2009
                  
                  
                  -
                  
                  
                  
                  581
                  
                  
                  
                  -





The fair
value is determined using inputs that use as their basis readily observable
market data that are actively quoted and can be validated through external
sources.





We manage
our exposure to interest rate risk by maintaining a mix of fixed and variable
rate debt, which over time should moderate the costs of debt financing. When
considered necessary, we may use financial instruments in the form of interest
rate swaps to help meet this objective. It is our policy to execute such
instruments with banks we believe to be creditworthy and not to enter into
derivative financial instruments for speculative purposes. Effective July 30,
2007, we entered into an interest rate swap agreement to receive floating
interest and pay fixed interest. This interest rate swap agreement is designated
as a cash flow hedge of the variable interest payments on a portion of our
variable rate term loan debt. For derivative instruments that are designated and
qualify as a cash flow hedge, the effective portion of the gain or loss on the
derivative is reported as a component of other comprehensive income and
reclassified into earnings in the same period or periods during which the hedged
transaction affects earnings. Gains and losses on the derivative representing
either hedge ineffectiveness or hedge components excluded from the assessment of
effectiveness are recognized in current earnings. The interest rate swap
agreement matures on December 31, 2009. At April 4, 2009, $20,000 of our
outstanding term loan debt was hedged under this agreement. Cash payments or
receipts between us and the counterparties to the swap agreement are recorded as
an adjustment to interest expense.





The fair
value of the derivative instrument in the condensed consolidated statement of
financial position as of April 4, 2009 is summarized below:





Liability derivativesClassification
                            
                            Fair valueInterest
      rate swap
                            
                            Accrued
      expenses and other current liabilities
                            
                            $
                            401


6




MAIDENFORM
BRANDS, INC. AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(in
thousands, except share and per share amounts)


(unaudited)


The
effect of the derivative instrument designated as a cash flow hedge on the
condensed consolidated financial statements for the three months ended April 4,
2009 was as follows:





Amountofgain(loss)
                    recognizedinaccumulated
                    othercomprehensivelosson
                    effectivehedges
                  
                  
                  Amountofgain(loss)
                    reclassifiedfrom
                    accumulatedother
                    comprehensivelossinto
                    interestexpenseInterest
      rate swap
                  
                  $
                  (90
                  )
                  
                  $
                  (198
                  )





There was
no significant gains or losses recognized in interest expense for the three
months ended April 4, 2009 for hedge ineffectiveness. During the remainder of
2009, $243 will be reclassified to earnings into interest expense.





4.
            BENEFIT
      PLANS AND POSTRETIREMENT PLANS




We
sponsor a defined benefit pension plan covering substantially all eligible
employees not covered by union plans. We also maintain post-retirement medical
benefit plans for certain eligible retirees for which post-retirement benefit
expense on a quarterly basis has been insignificant. The defined benefit pension
plan was frozen for current participants and closed to new entrants since
January 1, 2007.





The
components of net periodic benefit expense (income) charged to operations are as
follows:





Three months endedApril 4, 2009
                          
                          
                          March 29, 2008Interest
      cost
                          
                          $
                          280
                          
                          
                          $
                          277Expected
      return on plan assets
                          
                          
                          (286
                          )
                          
                          
                          (413
                          )Recognized
      net actuarial loss
                          
                          
                          68
                          
                          
                          
                          -Net
      periodic benefit expense (income)
                          
                          $
                          62
                          
                          
                          $
                          (136
                          )




5.
            STOCKHOLDERS’
      EQUITY




AccumulatedCommon
                                                    
                                                    
                                                    Treasury
                                                    
                                                    
                                                    Additional
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    other
                                                    
                                                    
                                                    Totalstock
                                                    
                                                    
                                                    stock
                                                    
                                                    
                                                    paid-in
                                                    
                                                    
                                                    Retained
                                                    
                                                    
                                                    comprehensive
                                                    
                                                    
                                                    stockholders'Shares
                                                    
                                                    
                                                    $
                                                    
                                                    
                                                    Shares
                                                    
                                                    
                                                    $
                                                    
                                                    
                                                    capital
                                                    
                                                    
                                                    earnings
                                                    
                                                    
                                                    loss
                                                    
                                                    
                                                    equityBalance
      at January 3, 2009
                                                    
                                                    
                                                    23,488,357
                                                    
                                                    
                                                    $
                                                    235
                                                    
                                                    
                                                    
                                                    (992,354
                                                    )
                                                    
                                                    $
                                                    (13,982
                                                    )
                                                    
                                                    $
                                                    60,567
                                                    
                                                    
                                                    $
                                                    78,246
                                                    
                                                    
                                                    $
                                                    (5,408
                                                    )
                                                    
                                                    $
                                                    119,658Stock-based
      compensation
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    443
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    443Equity
      award activity
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    5,203
                                                    
                                                    
                                                    
                                                    73
                                                    
                                                    
                                                    
                                                    (51
                                                    )
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    22Comprehensive
      incomeNet
      income
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    5,993
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    5,993Changes
      during the period
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    (139
                                                    )
                                                    
                                                    
                                                    (139
                                                    )Total
      comprehensive income
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    5,854Balance
      at April 4, 2009
                                                    
                                                    
                                                    23,488,357
                                                    
                                                    
                                                    $
                                                    235
                                                    
                                                    
                                                    
                                                    (987,151
                                                    )
                                                    
                                                    $
                                                    (13,909
                                                    )
                                                    
                                                    $
                                                    60,959
                                                    
                                                    
                                                    $
                                                    84,239
                                                    
                                                    
                                                    $
                                                    (5,547
                                                    )
                                                    
                                                    $
                                                    125,977




7




MAIDENFORM
BRANDS, INC. AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(in
thousands, except share and per share amounts)


(unaudited)


6.
            COMPREHENSIVE
      INCOME




The
changes in comprehensive income are as follows:




Three months endedApril 4, 2009
                          
                          
                          March 29, 2008Net
      income
                          
                          $
                          5,993
                          
                          
                          $
                          6,039Foreign
      currency translation adjustments (a)
                          
                          
                          (247
                          )
                          
                          
                          (288
                          )Interest
      rate swap, net of tax
                          
                          
                          108
                          
                          
                          
                          (315
                          )Comprehensive
      income
                          
                          $
                          5,854
                          
                          
                          $
                          5,436




(a)
            No tax benefit has been provided
      associated with the foreign currency translation adjustment due to
      management’s decision to reinvest the earnings of our foreign subsidiaries
      indefinitely.





7.
            INCOME
      TAXES





We review
our annual effective tax rate on a quarterly basis and we make necessary changes
if information or events warrant such changes. The annual effective tax rate is
forecasted quarterly using actual historical information and forward-looking
estimates. The estimated annual effective tax rate may fluctuate due to changes
in forecasted annual operating income; changes to the valuation allowance for
deferred tax assets (such changes would be recorded discretely in the quarter in
which they occurred); changes to actual or forecasted permanent book to tax
differences (non-deductible expenses); impacts from future tax settlements with
state, federal or foreign tax authorities (such changes would be recorded
discretely in the quarter in which they occurred); or impacts from tax law
changes (to the extent such changes effect our deferred tax assets/liabilities,
these changes would generally be recorded discretely
in the quarter in which they occurred). Our effective income tax rate for the
three-month period ended April 4, 2009 was 39.4% as compared to an effective
income tax rate for the three-month period ended March 29, 2008 of 41.8%. This
decrease in the effective income tax rate was a result of reductions in taxes on
income from foreign operations.





8.
            SEGMENT
      INFORMATION




We report
segment information in accordance with the provisions of SFAS No. 131,
‘‘Disclosures about Segments of an Enterprise and Related Information,’’ which
requires segment information to be disclosed based on a ‘‘management approach.’’
The management approach refers to the internal reporting that we use for making
operating decisions and assessing the performance of reportable segments. SFAS
No. 131 also requires disclosure about products and services, geographic areas
and major customers. For purposes of complying with SFAS No. 131, we identified
our two reportable segments as ‘‘wholesale’’ and ‘‘retail.’’ Our wholesale sales
are to department stores, national chain stores, mass merchants (including
warehouse clubs), specialty retailers, off-price retailers, and third party
distributors servicing similar customers in foreign countries, while our retail
segment reflects our operations from our retail outlet stores and internet
operations. Royalty income is also included in our wholesale segment. Within our
reportable segments, wholesale includes corporate-related assets. Each segment’s
results include the costs directly related to the segment’s net sales and all
other costs allocated based on the relationship to consolidated net sales to
support each segment’s net sales. Intersegment sales and transfers are recorded
at cost and treated as a transfer of inventory.


8




MAIDENFORM
BRANDS, INC. AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(in
thousands, except share and per share amounts)


(unaudited)


Information
on segments and reconciliation to income before provision for income taxes, are
as follows:





Three months endedApril 4, 2009
                                                  
                                                  
                                                  March 29, 2008Net
      salesWholesale
                                                  
                                                  $
                                                  103,328
                                                  
                                                  
                                                  $
                                                  86,625Retail
                                                  
                                                  
                                                  10,905
                                                  
                                                  
                                                  
                                                  11,481Total
                                                  
                                                  $
                                                  114,233
                                                  
                                                  
                                                  $
                                                  98,106Operating
      incomeWholesale
                                                  
                                                  $
                                                  11,353
                                                  
                                                  
                                                  $
                                                  12,092Retail
                                                  
                                                  
                                                  (799
                                                  )
                                                  
                                                  
                                                  (529
                                                  )Operating
      income
                                                  
                                                  
                                                  10,554
                                                  
                                                  
                                                  
                                                  11,563Interest
      expense, net
                                                  
                                                  
                                                  668
                                                  
                                                  
                                                  
                                                  1,181Income
      before provisionfor
      income taxes
                                                  
                                                  $
                                                  9,886
                                                  
                                                  
                                                  $
                                                  10,382Depreciation
      and amortizationWholesale
                                                  
                                                  $
                                                  932
                                                  
                                                  
                                                  $
                                                  890Retail
                                                  
                                                  
                                                  270
                                                  
                                                  
                                                  
                                                  333Total
                                                  
                                                  $
                                                  1,202
                                                  
                                                  
                                                  $
                                                  1,223Net
      sales by geographic areaUnited
      States
                                                  
                                                  $
                                                  107,198
                                                  
                                                  
                                                  $
                                                  90,137International
      (a)
                                                  
                                                  
                                                  7,035
                                                  
                                                  
                                                  
                                                  7,969Total
                                                  
                                                  $
                                                  114,233
                                                  
                                                  
                                                  $
                                                  98,106Intercompany
      sales from wholesaleto
      retail
                                                  
                                                  $
                                                  3,393
                                                  
                                                  
                                                  $
                                                  2,785





April
      4, 2009
                          
                          
                          January
      3, 2009Identifiable
      assetsWholesale
                          
                          $
                          279,490
                          
                          
                          $
                          271,188Retail
                          
                          
                          25,500
                          
                          
                          
                          27,056Total
                          
                          $
                          304,990
                          
                          
                          $
                          298,244





(a)
International net sales are identified as international based on the location of
the customer.





At April
4, 2009 and January 3, 2009, our five largest uncollaterized receivables
represented approximately 66% and 63% of total accounts receivable,
respectively.





For the three-month period ended April
4, 2009, two customers in the wholesale segment each accounted for more than 10%
of our consolidated net sales as compared to three customers in the wholesale
segment for the three-month period ended March 29,
2008.


9




MAIDENFORM
BRANDS, INC. AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(in
thousands, except share and per share amounts)


(unaudited)


9.
            EARNINGS
      PER SHARE




The
following is a reconciliation of basic number of common shares outstanding to
diluted common and common equivalent shares outstanding:




Three months endedApril 4, 2009
                                
                                
                                March 29, 2008Net
      income
                                
                                $
                                5,993
                                
                                
                                $
                                6,039Weighted
      average number of common and common equivalent shares
      outstanding:Basic
      number of common shares outstanding
                                
                                
                                22,496,630
                                
                                
                                
                                22,358,220Impact
      of dilutive securities
                                
                                
                                891,912
                                
                                
                                
                                1,063,977Dilutive
      number of common and common  equivalent shares
      outstanding
                                
                                
                                23,388,542
                                
                                
                                
                                23,422,197Basic
      earnings per common share
                                
                                $
                                0.27
                                
                                
                                $
                                0.27Diluted
      earnings per common share
                                
                                $
                                0.26
                                
                                
                                $
                                0.26





For the
three-month periods ended April 4, 2009 and March 29, 2008, approximately
853,000 and 634,000 equity awards, respectively, were not included in the
computation of diluted earnings per share because of their anti-dilutive
effect.





10.
            COMMITMENTS AND
      CONTINGENCIES




Purchase
commitments




In the
normal course of business, we enter into purchase commitments for both finished
goods and raw materials. At April 4, 2009, we had purchase commitments of
$55,951 and believe that we have adequate reserves for expected losses arising
from all purchase commitments.





Litigation





We are
party to various legal actions arising in the ordinary course of business. Based
on information presently available to us, we believe that we have adequate legal
defenses, reserves or insurance coverage for these actions and that the ultimate
outcome of these actions will not have a material adverse effect on our
condensed consolidated statements of financial position, results of operations
or cash flows.


10




MAIDENFORM
BRANDS, INC. AND SUBSIDIARIES


NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(in
thousands, except share and per share amounts)


(unaudited)


11.
            ACCRUED
      EXPENSES AND OTHER CURRENT
LIABILITIES





April 4, 2009
                
                
                January 3, 2009Accrued
      wages, incentive compensation, payroll taxes and related
      benefits
                
                $
                6,794
                
                
                $
                7,328Accrued
      customs duty
                
                
                3,130
                
                
                
                1,795Accrued
      other
                
                
                10,355
                
                
                
                10,353$
                20,279
                
                
                $
                19,476





Other
accrued expenses and current liabilities include, among other items, accrued
severance, trade promotion, freight, accrued interest, inventory return accrual,
and professional fees.





12.
            RECENTLY
      ISSUED ACCOUNTING STANDARDS





In April
2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position
(FSP) FAS 107-1 and Accounting Principles Board (APB) Opinion No. 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” which requires
disclosures about fair value of financial instruments for interim reporting
periods as well as in annual financial statements.  This FSP will not
impact the consolidated financial results as the requirements are
disclosure-only in nature and is effective for interim reporting periods ending
after June 15, 2009.





In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities." SFAS No. 161 enhances the disclosure requirements for
derivative instruments and hedging activities. This standard is effective
beginning in our 2009 fiscal year. Since SFAS No. 161 requires only additional
disclosures concerning derivatives and hedging activities, adoption of SFAS No.
161 will not affect our consolidated statements of financial position, results
of operations or cash flows. We adopted the provisions of this statement
effective January 4, 2009 and included the required disclosures within Note
3.





In
February 2008, the FASB issued FSP No. FAS 157-2 (FSP 157-2), which delays the
effective date of SFAS No. 157, "Fair Value Measurements," for nonfinancial
assets and nonfinancial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually). Nonfinancial assets and nonfinancial liabilities would include
all assets and liabilities other than those meeting the definition of a
financial asset or financial liability as defined in paragraph 6 of SFAS No.
159, “The Fair Value Option for Financial Assets and Financial
Liabilities.”  This FSP defers the effective date of Statement 157 to
fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years for items within the scope of FSP 157-2.  We adopted FSP
157-2 effective January 4, 2009.


11




Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations




You
should read the following discussion and analysis in conjunction with our
financial statements and related notes included elsewhere in this report. This
report contains forward-looking statements relating to future events and our
future performance within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including, without limitation, statements regarding our expectations,
beliefs, intentions or future strategies that are signified by the words
“anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,”
“potential,” “predicts,” “projects” or similar words or phrases, although not
all forward-looking statements contain such identifying words. All
forward-looking statements included in this report are based on information
available to us on the date hereof. It is routine for our internal projections
and expectations to change as the year or each quarter in the year progress, and therefore it
should be clearly understood that the internal projections and beliefs upon
which we base our expectations may change prior to the end of each quarter or
the year. Although these expectations may change, we are under no obligation to
inform you if they do. Actual events or results may differ materially from those
contained in the projections or forward-looking statements. Factors that could
cause or contribute to such differences include those discussed below and
elsewhere in this report, particularly in the section captioned “PART II – OTHER
INFORMATION, Item 1A – Risk Factors.”





Management
Overview




We are a
global intimate apparel company with a portfolio of established, well-known
brands, top-selling products and an iconic heritage. We design, source and
market an extensive range of intimate apparel products, including bras, panties
and shapewear. We sell through multiple distribution channels, including
department stores and national chain stores, mass merchants (including warehouse
clubs), other (including specialty retailers, off-price retailers, foreign
distributors and licensing income), our company-operated outlet stores and our
websites.





We sell
our products under some of the most recognized brands in the intimate apparel
industry. Our Maidenform®,Flexees®,
Lilyette®, Control
It!TM,
LulehTM,
Rendezvous®,
Subtract® and
private brands are sold in department stores and national chain stores. Our
Sweet Nothings®,
InspirationsTM,
Bodymates®, Self
Expressions® as well
as private brands are distributed through mass merchants. These other brands
leverage our product technology, but are separate brands with distinctly
different logos. In addition to our owned brands, we also supply private brand
products to certain retailers.





Trends in Our
Business





We
operate in two segments, wholesale and retail. Our wholesale segment includes
both our domestic and international wholesale markets. Our retail segment
includes our company-operated outlet stores and our websites.





We have
identified many near-term opportunities for growth and operational improvements,
as well as challenges, including general macro-economic conditions that may
affect our customers and our business. In particular, management believes that
there are many factors influencing the intimate apparel industry, including but
not limited to: consistent demand for foundation garments, consumer demand for
innovation and leading brands, sourcing and supply chain efficiencies, continued
growth of the mass merchant channel, pressure from retailers brought about by
the consolidation in the retail industry, increases in the cost of the raw
materials used in intimate apparel products and uncertainty surrounding import
restrictions.





We
believe we are well-positioned to capitalize on or address these trends by,
among other things:





•
            increasing
      consumer identification with our brands through further marketing
      investments;


•
            continuing
      to launch innovative products;


•
              increasing
      our presence in department stores and national chain stores through the
      use of Maidenform®,
      Flexees®,
      Lilyette®,Control
      It!TM,
      LulehTM,
      Rendezvous®,
      Subtract®
      and private brands;


•
              adding
      new higher end distribution with our women’s intimate apparel license
      agreement for the Donna Karan®
      and DKNY®brands;


•
              increasing
      our presence in the mass merchant channel through the use of our Sweet
      Nothings®,
      Bodymates®,
      Self Expressions®,
      InspirationsTM,
      private brands and other brands for new
  customers;


•
            expanding
      our international presence;


•
            marketing
      rather than manufacturing our
brands;


•
              making
      selective acquisitions, entering into licenses, and developing products
      and marketing that will complement our existing products or distribution
      channels; and


•
            merchandising,
      marketing and selling private brand products to selected
      retailers.


12





Wholesale
Segment





The
following trends are among the key variables that will affect our wholesale
segment:





Department Stores and National Chain
Stores.The department stores and national chain stores are where we
generally sell the Maidenform®,
Flexees® and
Lilyette® brands.
We plan to continue to invest in increasing our net sales with department store
customers, which we believe is important to our long-term positioning in the
channel. There has been a trend toward consolidation of department stores. We
expect the rate of our future net sales growth with department stores to be
moderated by the reduction in both the number of department store customers and
the number of doors (distinct locations operated by a particular retailer)
operated by these customers. We have grown both our market share and our net
sales significantly over the past several years with national chain stores. We
have customers located outside the United States that purchase our
Maidenform®,
Flexees® and
Lilyette® brands.
The majority of these net sales are included in the department stores and
national chain stores channel. In 2009, we expect to add new customers within
this channel as a result of our women’s intimate apparel license agreement for
the Donna Karan® and
DKNY® brands.
This agreement grants us the rights to design, source and market a full
collection of Donna Karan® and DKNY® women’s intimate apparel
products.





Mass Merchants.The mass
merchant channel includes both mass merchants and warehouse clubs. We intend to
improve our penetration with mass merchants through the use of our brands Sweet
Nothings®,
InspirationsTM,Bodymates®, Self
Expressions®, as well
as private brands. We have experienced significant growth in this channel over
the past several years and expect to achieve significant growth in the future as
we are able to increase both the floor space and number of doors in which our
products are sold. We expect that both our net sales to this channel and our net
sales to this channel as a percentage of our total net sales are likely to
increase over time. The volume and mix of net sales of our brands and of private
label in the mass merchant channel can vary from period to period based upon
strategic changes that our customers may implement from time to time. Net sales
to customers in the mass merchant channel that are located outside the United
States are included in this channel.





Other.Our net sales from
this channel, which include sales to specialty retailers and to off-price
retailers, have historically been a relatively small component of our overall
net sales. We participate in private brands in the specialty retailer area as
opportunities present themselves. We continually evaluate this channel for
opportunities. Licensing income is included in this channel as well as sales to
foreign distributors.





We will
selectively target strategic acquisitions, licensing opportunities and a brand
start-up to grow our consumer base and would utilize the acquired companies and
licenses to complement the products, channels and geographic reach of our
existing portfolio. We believe that acquisitions and licenses can enhance our
product offerings to retailers and provide growth opportunities. We believe we
can leverage our core competencies such as product development, brand
management, logistics and marketing to create significant value from the
acquired businesses and licenses. On May 6, 2008, we entered into a women’s
intimate apparel license agreement for the Donna Karan® and
DKNY®
brands.





Retail
Segment





We
believe our retail sales volume is driven by our ability to service our existing
consumers and obtain new consumers, as well as overall general macro-economic
conditions that can affect our consumers and ultimately their levels of overall
spending and choice of retail channel for their purchases. Additionally,
identifying optimal retail outlet locations, favorable leasing arrangements, and
improving our store productivity are factors important to growing our retail
segment’s net sales. We also sell our products through our websites, www.maidenform.comand www.maidenform.co.uk.Although we currently do
not generate a significant amount of net sales through these sites, we do expect
it to continue to grow.





Our
objectives in our retail segment are to continue to increase the productivity of
our portfolio of stores through effective merchandising and focused advertising,
as well as selectively closing less productive locations and potentially opening
new stores in more productive locations. Even in those situations where we
selectively close less productive outlet stores and do not open a new store in
that region, we believe those consumers still purchase many of our Maidenform
brands from our other outlet stores, our websites or our wholesale segment
customers that carry these brands. Historically, we have primarily sold excess
and, to a lesser extent, obsolete inventories through our outlet stores at a
higher margin than that achieved through other liquidation
alternatives.


13




Definitions





In
reviewing our operating performance, we evaluate both the wholesale and retail
segments by focusing on each segment’s operating income, cash flows from
operations and inventory turns.





Net Sales. Our net sales are
derived from two operating segments, wholesale and retail. Our net sales in the
wholesale segment are recorded net of cooperative advertising allowances, sales
returns, sales discounts, and markdown allowances provided to our customers. Net
sales in our retail segment are recognized at the time the customer takes
possession of the merchandise at the point-of-sale in our stores and for our
internet sales, net sales are recognized when the products are shipped and title
passes to the customer.





Cost of Sales. We outsource
all manufacturing of the products we sell and, therefore, the principal elements
of our cost of sales are for finished goods inventories purchased from our
sourced vendors. Included in cost of sales and affecting our overall gross
margins are freight expenses from the manufacturers to our distribution centers
in situations where such expenses are charged separately. Also included in cost
of sales is the cost of warehousing, labor and overhead related to receiving and
warehousing at our distribution centers, and depreciation of assets related to
our receiving and warehousing in our distribution centers. Direct labor, cost of
fabrics, as well as raw materials for fabrics, are the primary components
driving the overall cost of our sourced finished goods inventories from our
sourcing vendors.





Selling, General and Administrative
Expenses (SG&A).Our SG&A include all of our marketing, product
development, selling, distribution and general and administrative expenses for
both the wholesale and retail segments (which include our retail outlet store
payroll and related benefits). General and administrative expenses include
management payroll, benefits, travel, information systems, accounting,
distribution, rent, insurance and legal costs. Additionally, depreciation
related to the shipping function in our distribution centers and our corporate
office assets such as furniture, fixtures, and equipment, as well as
amortization of intellectual property, are included in SG&A.





Income Taxes.We account for
income taxes using the liability method, which recognizes the amount of income
tax payable or refundable for the current year and recognizes deferred tax
liabilities and assets for the future tax consequences of the events that have
been recognized in the financial statements or tax returns. For those uncertain
tax positions where it is "more likely than not" that a tax benefit will be
sustained, we have recorded the tax benefit. For those income tax positions
where it is not "more likely than not" that a tax benefit will be sustained, no
tax benefit has been recognized. Where applicable, associated interest and
penalties are recorded. We routinely evaluate all deferred tax assets to
determine the likelihood of their realization and record a valuation allowance
if it is “more likely than not” that a deferred tax asset will not be realized.
For more information, see notes to the condensed consolidated financial
statements included elsewhere in this Quarterly Report on Form
10-Q.





Net
operating loss carryforwards (NOLs) enable a company to apply net operating
losses incurred during a current period against a future period's profits in
order to reduce cash tax liabilities in those future periods. In periods when a
company is generating operating losses, its NOLs will increase. The tax effect
of the NOLs is recorded as a deferred tax asset. If the company does not believe
that it is “more likely than not” that it will be able to utilize the NOLs, it
records a valuation allowance against the deferred tax asset. Additionally,
Section 382 of the Internal Revenue Code (Section 382) imposes
limitations on a corporation's ability to utilize its NOLs if it experiences an
"ownership change." In general terms, an ownership change results from
transactions increasing the ownership of certain existing stockholders and, or,
new stockholders in the stock of a corporation by more than 50 percentage
points during a three year testing period. Any unused annual limitation may be
carried over to later years, and the amount of the limitation may, under certain
circumstances, be increased to reflect both recognized and deemed recognized
"built-in gains" that occur during the sixty-month period after the ownership
change. Upon emergence from bankruptcy in 1999, our NOLs were subject to
Section 382 limitations. As a result of the acquisition in 2004, we
experienced a change in control as defined by Section 382. As a result of
this ownership change, the utilization of our NOLs was subject to a new annual
limitation under Section 382. Subsequent to the acquisition in 2004, sales
of our shares by others, including the initial public offering in July 2005,
have resulted in additional changes in control for the purpose of Section 382;
however, the annual limitation of our NOLs has not changed. At January 3, 2009,
we had approximately $35.6 million of federal and state NOLs available for
utilization in the years from 2009 through 2023.


14


Results of
Operations





Three months endedApril 4, 2009
                    
                    
                    March 29, 2008OPERATING
      DATA: (in millions)Wholesale
      sales
                    
                    $
                    103.3
                    
                    
                    $
                    86.6Retail
      sales
                    
                    
                    10.9
                    
                    
                    
                    11.5Net
      sales
                    
                    
                    114.2
                    
                    
                    
                    98.1Cost
      of sales
                    
                    
                    77.7
                    
                    
                    
                    60.1Gross
      profit
                    
                    
                    36.5
                    
                    
                    
                    38.0Selling,
      general and administrative expenses
                    
                    
                    25.9
                    
                    
                    
                    26.4Operating
      income
                    
                    $
                    10.6
                    
                    
                    $
                    11.6





As a percentage of net salesThree months endedApril 4, 2009
                    
                    
                    March 29, 2008OPERATING
      DATA:Wholesale
      sales
                    
                    
                    90.5
                    %
                    
                    
                    88.3
                    %Retail
      sales
                    
                    
                    9.5
                    
                    
                    
                    11.7Net
      sales
                    
                    
                    100.0
                    
                    
                    
                    100.0Cost
      of sales
                    
                    
                    68.0
                    
                    
                    
                    61.3Gross
      profit
                    
                    
                    32.0
                    
                    
                    
                    38.7Selling,
      general and administrative expenses
                    
                    
                    22.7
                    
                    
                    
                    26.9Operating
      income
                    
                    
                    9.3
                    %
                    
                    
                    11.8
                    %





Our net
sales are derived from two segments, wholesale and retail. Our net sales within
the wholesale segment are grouped by channel, based upon the brands we sell and
the customers to whom we sell, as follows: (1) department stores and national
chain stores, (2) mass merchants and (3) other.





Our
department stores and national chain stores channel primarily consists of sales
of our Maidenform®,
Flexees®,
Lilyette®, Control
It!TM,
LulehTM,
Rendezvous®,
Subtract® and
private brands on a worldwide basis to customers within this category. Within
the mass merchant channel, we sell brands such as Sweet Nothings®,
InspirationsTM,
Bodymates®, Self
Expressions® and
private brands that are primarily dedicated to specific customers. These brands
are all sold on a worldwide basis to mass merchants and, to a lesser degree,
warehouse clubs. Our remaining sales are grouped within a channel designated as
other and include private brand products sold to specialty retailers and all
brand sales to off-price retail stores. In addition, we include licensing income
as well as sales to foreign distributors in our other channel.





Our
retail segment consists of outlet stores and internet sales. We had 77 outlet
stores as of April 4, 2009 compared to 78 outlet stores as of March 29,
2008.


15


Three months ended$
                          
                          
                          %April 4,
      2009
                          
                          
                          March 29,
      2008
                          
                          
                          change
                          
                          
                          change(in millions)Department
      stores andnational chain stores
                          
                          $
                          44.1
                          
                          
                          $
                          48.4
                          
                          
                          $
                          (4.3
                          )
                          
                          
                          (8.9
                          %)Mass
      merchants
                          
                          
                          39.3
                          
                          
                          
                          30.3
                          
                          
                          
                          9.0
                          
                          
                          
                          29.7Other
                          
                          
                          19.9
                          
                          
                          
                          7.9
                          
                          
                          
                          12.0
                          
                          
                          
                          151.9Total
      wholesale
                          
                          
                          103.3
                          
                          
                          
                          86.6
                          
                          
                          
                          16.7
                          
                          
                          
                          19.3Retail
                          
                          
                          10.9
                          
                          
                          
                          11.5
                          
                          
                          
                          (0.6
                          )
                          
                          
                          (5.2
                          )Total
      consolidated net sales
                          
                          $
                          114.2
                          
                          
                          $
                          98.1
                          
                          
                          $
                          16.1
                          
                          
                          
                          16.4
                          %





In
addition, our mix of products sold worldwide between bras, shapewear, and
panties for the three months ended April 4, 2009 and March 29, 2008,
respectively, is summarized below:





Three months endedApril 4, 2009
                        
                        
                        March 29, 2008 (1)Bras
                        
                        
                        65%
                        
                        
                        
                        64%Shapewear
                        
                        
                        29
                        
                        
                        
                        28Panties
                        
                        
                        6
                        
                        
                        
                        8100%
                        
                        
                        
                        100%





(1) Prior
period amounts in this table have been reclassified to conform to the current
year presentation.





Net
Sales





Consolidated
net sales increased by $16.1 million, or 16.4%, from $98.1 million for the three
months ended March 29, 2008 to $114.2 million for the three months ended April
4, 2009.





Wholesale
segment net sales increased by $16.7 million, or 19.3%, from $86.6 million for
the three months ended March 29, 2008 to $103.3 million for the three months
ended April 4, 2009. Total international net sales, which are included in the
wholesale segment, decreased by $1.0 million, or 12.5%, from $8.0 million for
the three months ended March 29, 2008 to $7.0 million for the three months ended
April 4, 2009.





Our
department stores and national chain stores channel net sales decreased by $4.3
million, or 8.9%, from $48.4 million for the three months ended March 29, 2008
to $44.1 million for the three months ended April 4, 2009.  This
decrease reflected the weakness in this channel as a result of the global
economic slowdown, along with promotional activities with retail partners to
increase inventory productivity and lost sales associated with customer
bankruptcies filed in the second half of 2008.  During the quarter, we
launched our licensed brands DKNY® and Donna Karan®.  Our mass
merchant channel net sales increased by $9.0 million, or 29.7%, from $30.3
million for the three months ended March 29, 2008 to $39.3 million for the three
months ended April 4, 2009.  This increase was driven by the expansion
of our Sweet Nothings® brand in the shapewear and bra categories, the addition
of a new program with a warehouse customer and ongoing replenishment of our
InspirationsTM brand
which launched in the second quarter of 2008.  Other channel net
sales, which include sales to specialty retailers, off-price retailers, foreign
distributors and licensing income, increased by $12.0 million, or 151.9%, from
$7.9 million for the three months ended March 29, 2008 to $19.9 million for the
three months ended April 4, 2009.  This increase was due primarily
from the introduction of products based on our patent-pending Total
SolutionTM
technology with a specialty retailer and higher sales to off-price
retailers.





Net sales
in our retail segment decreased by $0.6 million, or 5.2%, from $11.5 million for
the three months ended March 29, 2008 to $10.9 million for the three months
ended April 4, 2009.  We had 77 outlet stores as of April 4, 2009
compared to 78 outlet stores as of March 29, 2008. Same store sales, defined as
sales from stores open more than one year, for the three-month period ended
April 4, 2009 decreased 8.4% due largely from reduced customer traffic and
weakness in the overall economy.  Our internet sales increased by $0.1
million, or 8.3%, from $1.2 million for the three months ended March 29, 2008 to
$1.3 million for the three months ended April 4, 2009.


16


Gross
Profit





Consolidated
gross profit decreased by $1.5 million, or 3.9%, from $38.0 million for the
three months ended March 29, 2008 to $36.5 million for the three months ended
April 4, 2009.  As a percentage of net sales, consolidated gross
margins decreased 670 basis points from 38.7% for the three months ended March
29, 2008 to 32.0% for the three months ended April 4, 2009.





Gross
profit as a percentage of net sales for the wholesale segment decreased 720
basis points from 36.5% for the three months ended March 29, 2008 to 29.3% for
the three months ended April 4, 2009.  This decrease was a result of
increased promotional activity to drive inventory productivity, and the mix of
customers and products, including a higher percentage of net sales from our
lower margin other and mass merchant channels.





Gross
profit as a percentage of net sales for the retail segment increased 120 basis
points from 55.7% for the three months ended March 29, 2008 to 56.9% for the
three months ended April 4, 2009.  This increase was a result of
product mix.





Selling,
General and Administrative Expenses (SG&A)





Consolidated
SG&A decreased by $0.5 million, or 1.9%, from $26.4 million for the three
months ended March 29, 2008 to $25.9 million for the three months ended April 4,
2009.  As a percentage of net sales, SG&A decreased from 26.9% for
the three months ended March 29, 2008 to 22.7% for the three months ended April
4, 2009.





SG&A
for our wholesale segment, which includes corporate-related expenses, decreased
by $0.6 million, or 3.1%, from $19.5 million for the three months ended March
29, 2008 to $18.9 million for the three months ended April 4,
2009.  As a percentage of net sales, SG&A decreased from 22.5% for
the three months ended March 29, 2008 to 18.3% for the three months ended April
4, 2009.  This decrease was largely due to managed cost reductions
across most operating departments.  Partially offsetting this decrease
in SG&A were expenses associated with our licensed brands Donna Karan® and
DKNY®, which were not in the three months ended March 29,
2008.  Retail SG&A increased by $0.1 million, or 1.4%, from $6.9
million for the three months ended March 29, 2008 to $7.0 million for the three
months ended April 4, 2009.





Operating
Income





Our
consolidated operating income decreased by $1.0 million, or 8.6%, from $11.6
million for the three months ended March 29, 2008 to $10.6 million for the three
months ended April 4, 2009.  As a percentage of net sales,
consolidated operating income decreased 250 basis points from 11.8% for the
three months ended March 29, 2008 to 9.3% for the three months ended April 4,
2009.





For the
foregoing reasons, operating income for the wholesale segment decreased by $0.7
million, or 5.8%, from $12.1 million for the three months ended March 29, 2008
to $11.4 million for the three months ended April 4, 2009.





Also, for
the reasons discussed above, operating income for the retail segment decreased
by $0.3 million, or 60.0%, from a loss of $0.5 million for the three months
ended March 29, 2008 to a loss of $0.8 million for the three months ended April
4, 2009.





Interest
Expense, Net





Interest
expense, net, decreased by $0.5 million, or 41.7%, from $1.2 million for the
three months ended March 29, 2008 to $0.7 million for the three months ended
April 4, 2009.  The decrease was a combination of a lower average
interest rate and lower average debt outstanding in the three months ended April
4, 2009 when compared to the three months ended March 29, 2008.





Income
Tax Expense





We review
our annual effective tax rate on a quarterly basis and we make necessary changes
if information or events warrant such changes. The annual effective tax rate is
forecasted quarterly using actual historical information and forward-looking
estimates. The estimated annual effective tax rate may fluctuate due to changes
in forecasted annual operating income; changes to the valuation allowance for
deferred tax assets (such changes would be recorded discretely
in the quarter in which they occurred); changes to actual or forecasted
permanent book to tax differences; impacts from future tax settlements with
state, federal or foreign tax authorities (such changes would be recorded
discretely in the quarter in which they occurred); or impacts from tax law
changes (to the extent such changes affect our deferred tax assets/liabilities,
these changes would generally be recorded discretely in the quarter in which
they occurred). Our effective income tax rate for the three months ended April
4, 2009 was 39.4% compared to 41.8% for the three months ended March 29,
2008.  This decrease in the effective income tax rate was a result of
reductions in taxes on income from foreign operations.


17


Net
Income





For the
foregoing reasons, our net income remained flat at $6.0 million, $0.26 per
share, for the three months ended March 29, 2008 and April 4, 2009,
respectively.





Liquidity and Capital
Resources





Operating activities. Cash
flows used in operating activities were $16.4 million for the three months ended
April 4, 2009 compared to cash flows used in operating activities of $5.0
million for the three months ended March 29, 2008. This change was primarily
driven by the use of cash from operations resulting from changes in working
capital.  The increase in accounts receivable was due to higher sales
for the three months ended April 4, 2009 when compared to the same period in the
prior year, somewhat offset by higher cash collections.  The increase
in inventory is a result of new product initiatives which we launched and will
be launching in 2009, and supply chain management.





Investing activities. Cash
flows used in investing activities were $0.4 million for the three months ended
April 4, 2009 compared to $0.3 million for the three months ended March 29,
2008.





Financing activities. Cash
flows used in financing activities were $0.3 million for both the three months
ended April 4, 2009 and for the three months ended March 29, 2008.





At April
4, 2009 we had $88.1 million outstanding under our term loan, and $0 outstanding
under our revolving loan with approximately $48.1 million available for
borrowings, after giving effect to $1.9 million of outstanding letters of
credit. Principal payments on the term loan are payable in quarterly
installments of $0.3 million with all remaining amounts due on the maturity
date. We are permitted to voluntarily prepay all or part of the principal
balance of the term loan with such prepayments applied to scheduled principal
payments in inverse order of their maturity. We were in compliance with all debt
covenants at April 4, 2009.





Below is
a summary of our actual performance under these financial
covenants:





April4,2009
                    Covenant
                  
                  January3,2009
                    CovenantActual
      fixed charge coverage ratio
                  2.40
      : 1.00
                  
                  2.30
      : 1.00Minimum
      ratio required
                  1.25
      : 1.00
                  
                  1.25
      : 1.00Actual
      leverage ratio
                  1.24
      : 1.00
                  
                  0.90
      : 1.00Maximum
      ratio permitted
                  4.00
      : 1.00
                  
                  4.00
      : 1.00Actual
      consolidated capital expenditures
                  $445
                  
                  $3,197Maximum
      permitted
                  $15,000
                  
                  $13,158





The
global economic downturn and the continued volatility in the financial markets
could have a material adverse effect on our business. Further deterioration in
the financial markets could lead to business disruptions for certain of our
suppliers, contract manufacturers or trade customers and consequently, could
disrupt our business. However, we believe that our existing cash balances and
available borrowings under our revolving loan, along with our future cash flow
from operations, will enable us to meet our liquidity needs and capital
expenditure requirements for the foreseeable future.


18


Contractual Obligations,
Commitments and Off-Balance Sheet Arrangements





We have
various contractual obligations which are recorded as liabilities in our
condensed consolidated financial statements. Other items, such as certain
purchase commitments and other executory contracts, are not recognized as
liabilities in our condensed consolidated financial statements but are required
to be disclosed. For example, we are contractually committed to make certain
minimum lease payments for the use of property under operating lease
agreements.





The
following table summarizes our significant contractual obligations and
commercial commitments at April 4, 2009 and the future periods in which such
obligations are expected to be settled in cash. In addition, the table below
reflects the timing of principal and interest payments on outstanding
borrowings.





Balance offiscal
                      
                      
                      In fiscal
                      
                      
                      In fiscal
                      
                      
                      In fiscal
                      
                      
                      In fiscal(in millions)
                      
                      2009
                      
                      
                      2010
                      
                      
                      2011
                      
                      
                      2012
                      
                      
                      2013
                      
                      
                      Thereafter
                      
                      
                      TotalLong-term
      debt
                      
                      $
                      0.8
                      
                      
                      $
                      1.1
                      
                      
                      $
                      1.1
                      
                      
                      $
                      1.1
                      
                      
                      $
                      1.1
                      
                      
                      $
                      82.9
                      
                      
                      $
                      88.1Interest
      on long-term debt (1)
                      
                      
                      1.7
                      
                      
                      
                      2.3
                      
                      
                      
                      2.2
                      
                      
                      
                      2.2
                      
                      
                      
                      2.2
                      
                      
                      
                      1.0
                      
                      
                      
                      11.6Obligations
      under capital lease (2)
                      
                      
                      0.2
                      
                      
                      
                      0.2
                      
                      
                      
                      0.1
                      
                      
                      
                      0.1
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      0.6Operating
      leases (3)
                      
                      
                      5.5
                      
                      
                      
                      6.3
                      
                      
                      
                      5.5
                      
                      
                      
                      4.7
                      
                      
                      
                      3.4
                      
                      
                      
                      6.8
                      
                      
                      
                      32.2Total
      financial obligations
                      
                      
                      8.2
                      
                      
                      
                      9.9
                      
                      
                      
                      8.9
                      
                      
                      
                      8.1
                      
                      
                      
                      6.7
                      
                      
                      
                      90.7
                      
                      
                      
                      132.5Other
      contractual obligations (4)
                      
                      
                      1.9
                      
                      
                      
                      4.7
                      
                      
                      
                      3.2
                      
                      
                      
                      5.2
                      
                      
                      
                      5.8
                      
                      
                      
                      13.4
                      
                      
                      
                      34.2Purchase
      obligations (5)
                      
                      
                      55.2
                      
                      
                      
                      0.8
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      56.0Total
      financial obligations and commitments
                      
                      $
                      65.3
                      
                      
                      $
                      15.4
                      
                      
                      $
                      12.1
                      
                      
                      $
                      13.3
                      
                      
                      $
                      12.5
                      
                      
                      $
                      104.1
                      
                      
                      $
                      222.7





(1)
The interest rate assumed for the variable portion of long-term debt was the
rate in effect at April 4, 2009.


(2)
Includes amounts classified as interest expense and SG&A.


(3)
The operating leases included in the above table consist of minimum rent
payments and do not include contingent rent based upon sales volume, or variable
costs such as maintenance, insurance or taxes.


(4)
Includes amounts classified as royalties, advertising and marketing
obligations.


(5)
Unconditional purchase obligations are defined as agreements to purchase goods
that are enforceable and legally binding on us and that specify all significant
terms, including fixed or minimum quantities to be purchased; fixed, minimum, or
variable price provisions; and the approximate timing of the transaction. The
purchase obligations category above relates to commitments for inventory and raw
material purchases. Amounts reflected in our condensed consolidated balance
sheets in accounts payable or other current liabilities are excluded from the
table above.





In
addition to the total contractual obligations and commitments included in the
table above, we have a pension and post-retirement benefit obligations included
in other non-current liabilities.





As of
April 4, 2009, our total liabilities for unrecognized tax benefits and related
interest and penalties amounted to $6.9 million (before federal and, if
applicable, state effect). Liabilities for unrecognized tax benefits have not
been included in the schedule of cash contractual obligations because we cannot
make a reasonable, reliable estimate of the amount and period of related future
payments of these liabilities.




Off-Balance Sheet Arrangements.Our most significant off-balance sheet financing arrangements as of April
4, 2009 are non-cancelable operating lease agreements, primarily for our
company-operated outlet stores, our company headquarters and our leased
distribution centers located in Shannon, Ireland and Fayetteville, North
Carolina. We do not participate in any off-balance sheet arrangements involving
unconsolidated subsidiaries that provide financing or potentially expose us to
unrecorded financial obligations.


19


Critical Accounting Policies
and Estimates





Our
discussion and analysis of our financial condition and results of operations is
based upon our condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, expenses, and related disclosure of contingent assets and liabilities.
We base our estimates on historical experience and on various other assumptions
that we believe are reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. A summary
of our significant accounting policies and a description of accounting policies
that we believe are most critical may be found in the Management’s Discussion
and Analysis of Financial Condition and Results of Operations included in our
Annual Report on Form 10-K for the year ended January 3, 2009.





Recently Issued Accounting
Standards


In April
2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position
(FSP) FAS 107-1 and Accounting Principles Board (APB) Opinion No. 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” which requires
disclosures about fair value of financial instruments for interim reporting
periods as well as in annual financial statements.  This FSP will not
impact the consolidated financial results as the requirements are
disclosure-only in nature and is effective for interim reporting periods ending
after June 15, 2009.





In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities." SFAS No. 161 enhances the disclosure requirements for
derivative instruments and hedging activities. This standard is effective
beginning in our 2009 fiscal year. Since SFAS No. 161 requires only additional
disclosures concerning derivatives and hedging activities, adoption of SFAS No.
161 will not affect our consolidated statements of financial position, results
of operations or cash flows. We adopted the provisions of this statement
effective January 4, 2009 and included the required disclosures within Note 3 to
the accompanying unaudited condensed consolidated financial
statements.





In
February 2008, the FASB issued FSP No. FAS 157-2 (FSP 157-2), which delays the
effective date of SFAS No. 157, "Fair Value Measurements," for nonfinancial
assets and nonfinancial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually). Nonfinancial assets and nonfinancial liabilities would include
all assets and liabilities other than those meeting the definition of a
financial asset or financial liability as defined in paragraph 6 of SFAS No.
159, “The Fair Value Option for Financial Assets and Financial
Liabilities.”  This FSP defers the effective date of Statement 157 to
fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years for items within the scope of FSP 157-2.  We adopted FSP
157-2 effective January 4, 2009.





Item
3. Quantitative and Qualitative Disclosures about Market Risk





Foreign Currency Risk.We do
not believe that we have significant foreign currency transactional exposures.
For the three months ended April 4, 2009, $4.8 million of our total net sales
were in currencies other than the U.S. dollar. During the three months ended
April 4, 2009, our net sales were unfavorably impacted by $0.9 million due to
foreign exchange rates. Most of our purchases are denominated in U.S. dollars.
The impact of a 10% unfavorable change in the exchange rate of the U.S. dollar
against the prevailing market rates of the foreign currencies in which we have
transactional exposures would be immaterial.





Interest Rate Risk.Interest
rate risk is managed through a combination of variable and fixed rate debt. Our
objective is to maintain a cost-effective mix that we deem appropriate and we
have entered into an interest rate swap agreement to maintain this balance. At
April 4, 2009, our debt portfolio was composed of variable-rate debt of which we
hedge approximately 23% to a fixed rate. With respect to our variable-rate debt,
a 1% change in interest rates would be immaterial.





Commodity Price Risk.We are
subject primarily to commodity price risk arising from fluctuations in the
market prices of raw materials used in the garments purchased from our sourcing
vendors, if they pass along these increased costs. During the past five years,
there has been no significant impact from commodity price fluctuations, and we
do not currently use derivative instruments in the management of these risks. On
a going-forward basis, fluctuations in crude oil prices or petroleum based
product prices may also influence the prices of the related items such as
chemicals, dyestuffs, man-made fibers and foam, and transportation costs. Raw
material price increases could increase our cost of sales and decrease our
profitability unless we are able to pass our higher costs on to our
customers.


20


Inflation Risk.We are
affected by inflation and changing prices from our suppliers primarily through
the cost of raw materials, increased operating costs and expenses, and
fluctuations in interest rates. The effects of inflation on our net sales and
operations have not been material in recent years. We do not believe that
inflation risk is material to our business or our consolidated financial
position, results of operations or cash flows. In the future, volatile crude oil
and gasoline prices may impact our product and freight costs, consumer
confidence and disposable income.





Seasonality.We have not
experienced any significant seasonal fluctuations in our net sales or our
profitability.





Item
4. Controls and Procedures





(a) Evaluation of Disclosure
Controls and Procedures.





Our
management, including the Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of our “disclosure controls and procedures,” (as
defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the
period covered by this report. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that, as of such date, our
disclosure controls and procedures were effective as of April 4, 2009 to ensure
that the information required to be disclosed by us in the reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms, and to ensure that
information is accumulated and communicated to our management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.





(b) Changes
in Internal Controls over Financial Reporting.





There was
no change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during
our fiscal quarter ending April 4, 2009, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.


21


PART II - OTHER
INFORMATION





Item
1. Legal Proceedings


We are
not currently a party to any material legal proceedings. We are subject to
various claims and legal actions arising from time-to-time in the ordinary
course of business. While it is possible that our cash flows and results of
operations in a particular quarter or year could be materially affected, it is
our opinion that these matters will not have a material impact on our
consolidated financial position or ongoing results of operations and cash
flows.





Item
1A. Risk Factors


Risks
that could have a negative impact on our business, results of operations and
financial condition include: our growth cannot be assured and any growth may be
unprofitable; potential fluctuations in our results of operations or rate of
growth; our dependence on a limited number of customers; we have larger
competitors with greater resources; retail trends in the intimate apparel
industry, including consolidation and continued growth in the development of
private brands, resulting in downward pressure on prices, reduced floor space
and other harmful changes; failure to anticipate, identify or promptly react to
changing trends, styles, or consumer preferences; our leverage could adversely
affect our financial condition; external events may disrupt our supply chain,
result in increased cost of goods or an inability to deliver our products;
events which result in difficulty in procuring or producing products on a
cost-effective basis; increases in the prices of raw materials; changing
international trade regulation, including as it relates to the imposition or
elimination of quotas on imports of textiles and apparel; foreign currency
exposure; the sufficiency of cash to fund operations and capital expenditures;
and the influence of adverse changes in general economic conditions. This list
is intended to identify only certain of the principal factors that could have a
material and adverse impact on our business, results of operations and financial
condition.  A more detailed description of each of these and other
important risk factors can be found under the caption “Risk Factors” in our most
recent Form 10-K, filed with the Securities and Exchange Commission on March 11,
2009.




There are
no material changes to the risk factors described in the Form 10-K, filed on
March 11, 2009.




Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





(a)
None.


(b)
None.


(c)
None.





Item
3. Defaults Upon Senior Securities


None.





Item
4. Submission of Matters to a Vote of Security Holders


None.


22


Item
5. Other Information


None.





Item
6. Exhibits


The
following exhibits are filed as part of this Quarterly Report on Form
10-Q:


10.1
              Employment
      Agreement, dated as of April 3, 2009, by and among Maidenform Brands,
      Inc., Maidenform, Inc. and Nanci Prado10.2
              Employment
      Agreement, dated as of December 10, 2008, by and among Maidenform Brands,
      Inc., Maidenform, Inc. and Steven Castellano10.3
              Employment
      Agreement, dated as of September 25, 2008, by and among Maidenform Brands,
      Inc., Maidenform, Inc. and Gayle Weibley10.3(a)
              Amendment
      Number One to the Employment Agreement, dated as of December 10, 2008, by
      and among Maidenform Brands, Inc., Maidenform, Inc. and Gayle
      Weibley31.1
              Certification
      by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2
              Certification
      by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
              Certification
      by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  200232.2
              Certification
      by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002


23


SIGNATURES





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





MAIDENFORM
      BRANDS, INC.
                (Registrant)Date:
      May 13, 2009
              By:
              /s/ Christopher W. ViethName:
      Christopher W. ViethTitle:
      Executive Vice President, Chief Operating Officer and Chief Financial
      Officer (principal financial
officer)


24


EXHIBIT
INDEX


10.1
              Employment
      Agreement, dated as of April 3, 2009, by and among Maidenform Brands,
      Inc., Maidenform, Inc. and Nanci Prado10.2
              Employment
      Agreement, dated as of December 10, 2008, by and among Maidenform Brands,
      Inc., Maidenform, Inc. and Steven Castellano10.3
              Employment
      Agreement, dated as of September 25, 2008, by and among Maidenform Brands,
      Inc., Maidenform, Inc. and Gayle Weibley10.3(a)
              Amendment
      Number One to the Employment Agreement, dated as of December 10, 2008, by
      and among Maidenform Brands, Inc., Maidenform, Inc. and Gayle
      Weibley31.1
              Certification
      by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2
              Certification
      by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
              Certification
      by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  200232.2
              Certification
      by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002


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