##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended May 5, 2007
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the transition period from  to
 Commission File Number: 000-50563
 BAKERS FOOTWEAR GROUP, INC.
 (Exact name of registrant as specified in its charter)
 Missouri(State or other jurisdiction of 
incorporation or organization)
    
    43-0577980(I.R.S. Employer Identification No.)2815 Scott Avenue, 
St. Louis, Missouri(Address of principal executive offices)
    
    63103(Zip Code)
 (314) 621-0699  (Registrants telephone number, including area code)
 Not applicable  (Former name, former address and former fiscal year, if changed since last report)
 þ o
  o o þ
 o þ




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##### 



BAKERS FOOTWEAR GROUP, INC.
INDEX TO FORM 10-Q
 PagePart I Financial InformationItem 1. Financial Statements (Unaudited)Condensed Balance Sheets
    
    3Condensed Statements of Operations
    
    4Condensed Statement of Shareholders Equity
    
    5Condensed Statements of Cash Flows
    
    6Notes to Condensed Financial Statements
    
    7-9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    10-17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    17Item 4. Controls and Procedures
    
    17-18Part II Other InformationItem 1A. Risk Factors
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    18Item 6. Exhibits
    
    18Signatures
    
    19Exhibit IndexSummary of Compensation of Non-Management DirectorsSection 302 Certification of Chief Executive OfficerSection 302 Certification of Chief Financial OfficerSection 1350 Certification of Chief Executive OfficerSection 1350 Certification of Chief Financial Officer
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED BALANCE SHEETS
 April 29, 2006
    
    
    February 3, 2007
    
    
    May 5, 2007(Unaudited)
    
    
    
    
    
    
    (Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    195,575
    
    
    $
    407,346
    
    
    $
    159,012Accounts receivable
    
    
    1,610,092
    
    
    
    1,352,936
    
    
    
    1,514,589Other receivables
    
    
    973,027
    
    
    
    1,140,168
    
    
    
    1,081,630Inventories
    
    
    28,198,946
    
    
    
    24,102,006
    
    
    
    27,797,169Prepaid expenses and other current assets
    
    
    923,640
    
    
    
    713,810
    
    
    
    4,085,536Prepaid income taxes
    
    
    
    
    
    
    1,129,637
    
    
    
    1,403,403Deferred income taxes
    
    
    1,741,744
    
    
    
    1,963,670
    
    
    
    1,975,980Total current assets
    
    
    33,643,024
    
    
    
    30,809,573
    
    
    
    38,017,319Property and equipment, net
    
    
    41,827,073
    
    
    
    51,021,077
    
    
    
    51,374,032Deferred income taxes
    
    
    12,872
    
    
    
    424,139
    
    
    
    724,973Other assets
    
    
    833,330
    
    
    
    904,070
    
    
    
    911,502Total assets
    
    $
    76,316,299
    
    
    $
    83,158,859
    
    
    $
    91,027,826Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    10,163,989
    
    
    $
    8,134,642
    
    
    $
    10,083,565Accrued expenses
    
    
    6,714,089
    
    
    
    9,004,436
    
    
    
    8,596,829Sales tax payable
    
    
    768,374
    
    
    
    757,868
    
    
    
    674,718Accrued income taxes
    
    
    113,035
    
    
    
    
    
    
    
    Deferred income
    
    
    1,258,061
    
    
    
    1,332,473
    
    
    
    1,375,598Revolving credit facility
    
    
    6,829,551
    
    
    
    13,099,304
    
    
    
    19,588,095Current maturities of capital lease obligations
    
    
    346,130
    
    
    
    189,807
    
    
    
    140,999Total current liabilities
    
    
    26,193,229
    
    
    
    32,518,530
    
    
    
    40,459,804Obligations under capital leases, less current maturities
    
    
    170,927
    
    
    
    57,863
    
    
    
    29,928Accrued rent liabilities
    
    
    7,104,802
    
    
    
    9,415,617
    
    
    
    10,144,103Shareholders equity:Preferred stock, $0.0001 par value, 5,000,000
shares authorized, no shares outstanding
    
    
    
    
    
    
    
    
    
    
    Common Stock, $0.0001 par value; 40,000,000
shares authorized, 6,492,955 shares outstanding
at April 29, 2006, 6,493,035 shares outstanding
at February 3, 2007 and May 5, 2007
    
    
    649
    
    
    
    649
    
    
    
    649Additional paid-in capital
    
    
    36,040,449
    
    
    
    36,571,423
    
    
    
    36,763,739Retained earnings
    
    
    6,806,243
    
    
    
    4,594,777
    
    
    
    3,629,603Total shareholders equity
    
    
    42,847,341
    
    
    
    41,166,849
    
    
    
    40,393,991Total liabilities and shareholders equity
    
    $
    76,316,299
    
    
    $
    83,158,859
    
    
    $
    91,027,826
  3




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BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS
 (Unaudited)
 Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedApril 29, 2006
    
    
    May 5, 2007Net sales
    
    $
    49,804,913
    
    
    $
    49,255,817Cost of merchandise sold, occupancy, and buying expenses
    
    
    33,507,762
    
    
    
    33,967,776Gross profit
    
    
    16,297,151
    
    
    
    15,288,041Operating expenses:Selling
    
    
    10,398,368
    
    
    
    11,891,940General and administrative
    
    
    4,699,040
    
    
    
    4,564,755Loss on disposal of property and equipment
    
    
    14,612
    
    
    
    36,304Operating income (loss)
    
    
    1,185,131
    
    
    
    (1,204,958
    )Other income (expense):Interest expense
    
    
    (112,938
    )
    
    
    (362,124
    )Other, net
    
    
    22,837
    
    
    
    12,436Income (loss) before income taxes
    
    
    1,095,030
    
    
    
    (1,554,646
    )Provision for (benefit from) income taxes
    
    
    426,675
    
    
    
    (589,472
    )Net income (loss)
    
    $
    668,355
    
    
    $
    (965,174
    )Basic earnings (loss) per share
    
    $
    0.11
    
    
    $
    (0.15
    )Diluted earnings (loss) per share
    
    $
    0.10
    
    
    $
    (0.15
    )
  4




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BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENT OF SHAREHOLDERS EQUITY
 (Unaudited)
 Common StockShares
    
    
    
    
    
    
    AdditionalIssued and
    
    
    
    
    
    
    Paid-In
    
    
    RetainedOutstanding
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    TotalBalance at February 3, 2007
    
    
    6,493,035
    
    
    $
    649
    
    
    $
    36,571,423
    
    
    $
    4,594,777
    
    
    $
    41,166,849Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    192,316
    
    
    
    
    
    
    
    192,316Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (965,174
    )
    
    
    (965,174
    )Balance at May 5, 2007
    
    
    6,493,035
    
    
    $
    649
    
    
    $
    36,763,739
    
    
    $
    3,629,603
    
    
    $
    40,393,991
  5




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BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedApril 29, 2006
    
    
    May 5, 2007Operating activitiesNet income (loss)
    
    $
    668,355
    
    
    $
    (965,174
    )Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation and amortization
    
    
    1,696,124
    
    
    
    2,136,998Deferred income taxes
    
    
    (122,563
    )
    
    
    (313,144
    )Stock-based compensation expense
    
    
    214,218
    
    
    
    192,316Loss on disposal of property and equipment
    
    
    14,612
    
    
    
    36,304Changes in operating assets and liabilities:Accounts receivable and other receivables
    
    
    (212,139
    )
    
    
    (103,115
    )Inventories
    
    
    (2,201,087
    )
    
    
    (3,695,163
    )Prepaid expenses and other current assets
    
    
    327,941
    
    
    
    (3,371,726
    )Prepaid income taxes
    
    
    
    
    
    
    (273,766
    )Other assets
    
    
    (146,495
    )
    
    
    (7,432
    )Accounts payable
    
    
    (1,895,745
    )
    
    
    1,948,923Accrued expenses and deferred income
    
    
    (5,114,795
    )
    
    
    (447,632
    )Accrued income taxes
    
    
    (1,184,929
    )
    
    
    Accrued rent liabilities
    
    
    777,177
    
    
    
    728,486Net cash used in operating activities
    
    
    (7,179,326
    )
    
    
    (4,134,125
    )Investing activitiesPurchase of property and equipment
    
    
    (4,839,277
    )
    
    
    (2,545,760
    )Proceeds from disposition of property and equipment
    
    
    2,830
    
    
    
    19,503Net cash used in investing activities
    
    
    (4,836,447
    )
    
    
    (2,526,257
    )Financing activitiesNet advances under revolving credit facility
    
    
    6,829,551
    
    
    
    6,488,791Proceeds from exercise of stock warrants
    
    
    508,990
    
    
    
    Proceeds from exercise of stock options
    
    
    450,802
    
    
    
    Income tax benefit from exercise of stock options
    
    
    614,392
    
    
    
    Principal payments under capital lease obligations
    
    
    (117,357
    )
    
    
    (76,743
    )Net cash provided by financing activities
    
    
    8,286,378
    
    
    
    6,412,048Net decrease in cash and cash equivalents
    
    
    (3,729,395
    )
    
    
    (248,334
    )Cash and cash equivalents at beginning of period
    
    
    3,924,970
    
    
    
    407,346Cash and cash equivalents at end of period
    
    $
    195,575
    
    
    $
    159,012Supplemental disclosures of cash flow informationCash paid for income taxes
    
    $
    1,291,506
    
    
    $
    Cash paid for interest
    
    $
    76,974
    
    
    $
    345,324
  6




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BAKERS FOOTWEAR GROUP, INC.
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 Unaudited
 1. Basis of Presentation
  2. Income Taxes
 Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedApril 29, 2006
    
    
    May 5, 2007Current:Federal
    
    $
    463,189
    
    
    $
    (221,712
    )State and local
    
    
    86,049
    
    
    
    (54,616
    )Total current
    
    
    549,238
    
    
    
    (276,328
    )Deferred:Federal
    
    
    (103,707
    )
    
    
    (264,968
    )State and local
    
    
    (18,856
    )
    
    
    (48,176
    )Total deferred
    
    
    (122,563
    )
    
    
    (313,144
    )Total income tax expense (benefit)
    
    $
    426,675
    
    
    $
    (589,472
    )
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedApril 29, 2006
    
    
    May 5, 2007Federal income tax at statutory rate
    
    $
    383,261
    
    
    $
    (544,125
    )Impact of graduated Federal rates
    
    
    (9,795
    )
    
    
    15,546State and local taxes, net of federal income taxes
    
    
    43,801
    
    
    
    (68,762
    )Permanent differences
    
    
    9,408
    
    
    
    7,869Total income tax expense (benefit)
    
    $
    426,675
    
    
    $
    (589,472
    )
  7




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April 29, 2006
    
    
    February 3, 2007
    
    
    May 5, 2007Deferred tax assets:Vacation accrual
    
    $
    399,044
    
    
    $
    426,763
    
    
    $
    435,538Inventory
    
    
    1,564,244
    
    
    
    1,712,111
    
    
    
    1,800,885Stock-based compensation
    
    
    237,076
    
    
    
    443,840
    
    
    
    518,844Accrued rent
    
    
    2,770,873
    
    
    
    3,646,741
    
    
    
    3,956,200Total deferred tax assets
    
    
    4,971,237
    
    
    
    6,229,455
    
    
    
    6,711,467Deferred tax liabilities:Property and equipment
    
    
    2,995,077
    
    
    
    3,666,442
    
    
    
    3,750,071Prepaid expenses
    
    
    221,544
    
    
    
    175,204
    
    
    
    260,443Total deferred tax liabilities
    
    
    3,216,621
    
    
    
    3,841,646
    
    
    
    4,010,514Net deferred tax assets
    
    $
    1,754,616
    
    
    $
    2,387,809
    
    
    $
    2,700,953
 3. Stock-Based Compensation
  Thirteen
    
    ThirteenWeeks Ended
    
    Weeks EndedApril 29, 2006
    
    May 5, 2007Options granted
    
    
    73,228
    
    
    
    132,613Weighted-average fair value of options granted
    
    $
    10.97
    
    
    $
    4.99AssumptionsDividends
    
    
    0
    %
    
    
    0
    %Risk-free interest rate
    
    
    4.75
    %
    
    
    4.5
    %Expected volatility
    
    
    50% - 55
    %
    
    
    43% - 46
    %Expected option life
    
    5  6 years
    
    5  6 years
  4. Earnings Per Share
   Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedApril 29, 2006
    
    
    May 5, 2007Numerator:Net Income (loss)
    
    $
    668,355
    
    
    $
    (965,174
    )Numerator for earnings (loss) per share
    
    $
    668,355
    
    
    $
    (965,174
    )
 8




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Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedApril 29, 2006
    
    
    May 5, 2007Denominator for basic earnings per share  weighted average shares
    
    
    6,332,110
    
    
    
    6,493,035Effect of dilutive securitiesStock options
    
    
    261,767
    
    
    
    Stock purchase warrants
    
    
    216,862
    
    
    
    Denominator for diluted earnings per share  adjusted weighted
average shares and assumed conversions
    
    
    6,810,739
    
    
    
    6,493,035
  5. Revolving Credit Facility
  6. Subsequent Event  Placement of Subordinated Convertible Debentures
  9




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




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Store closing and impairment charges
 Accounting for
the Disposal of Long-Lived Assets
 Stock-based compensation expense
 Share-Based
Payment
 Deferred income taxes
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109
 11




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Results of Operations
  Thirteen
    
    ThirteenWeeks Ended
    
    Weeks EndedApril 29, 2006
    
    May 5, 2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of merchandise sold, occupancy and buying expense
    
    
    67.3
    
    
    
    69.0Gross profit
    
    
    32.7
    
    
    
    31.0Selling expense
    
    
    20.9
    
    
    
    24.1General and administrative expense
    
    
    9.4
    
    
    
    9.3Loss on disposal of property and equipment
    
    
    
    
    
    
    0.1Operating income (loss)
    
    
    2.4
    
    
    
    (2.5
    )Other income, net
    
    
    
    
    
    
    Interest expense
    
    
    (0.2
    )
    
    
    (0.7
    )Income (loss) before income taxes
    
    
    2.2
    
    
    
    (3.2
    )Provision for (benefit from) income taxes
    
    
    0.9
    
    
    
    (1.2
    )Net income (loss)
    
    
    1.3
    %
    
    
    (2.0
    )%
  Thirteen
    
    ThirteenWeeks Ended
    
    Weeks EndedApril 29, 2006
    
    May 5, 2007Number of stores at beginning of period
    
    
    235
    
    
    
    257Stores opened during period
    
    
    12
    
    
    
    6Stores closed during period
    
    
    (2
    )
    
    
    (5
    )Number of stores at end of period
    
    
    245
    
    
    
    258
 Thirteen Weeks Ended May 5, 2007 Compared to Thirteen Weeks Ended April 29, 2006
 Net sales.
 Gross profit.
 Selling expense.
 General and administrative expense.
 12




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Interest expense.
 Income tax expense (benefit).
 Net income (loss)
 Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
    April 29, 2006
    
    February 3, 2007
    
    May 5, 2007Cash
    
    $
    195,575
    
    
    $
    407,346
    
    
    $
    159,012Inventories
    
    
    28,198,946
    
    
    
    24,102,006
    
    
    
    27,797,169Total current assets
    
    
    33,643,024
    
    
    
    30,809,573
    
    
    
    38,017,319Revolving credit facility
    
    
    6,829,551
    
    
    
    13,099,304
    
    
    
    19,588,095Total current liabilities
    
    
    26,193,229
    
    
    
    32,518,530
    
    
    
    40,459,804Net working capital
    
    
    7,449,795
    
    
    
    (1,708,957
    )
    
    
    (2,442,485
    )Property and equipment, net
    
    
    41,827,073
    
    
    
    51,021,077
    
    
    
    51,374,032Total assets
    
    
    76,316,299
    
    
    
    83,158,859
    
    
    
    91,027,826Total shareholders equity
    
    
    42,847,341
    
    
    
    41,166,849
    
    
    
    40,393,991Unused borrowing capacity*
    
    
    14,227,440
    
    
    
    6,100,178
    
    
    
    1,944,165
 
 *
    
    as calculated under the terms of our revolving credit facility  13




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Operating activities
   Investing activities
   Financing activities
   14




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15




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Accounting for
Contingencies
   Private Placement
    16




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Off-Balance Sheet Arrangements
  Contractual Obligations
  Payments due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1 - 3 Years
    
    
    3 -5 Years
    
    
    5 YearsLong-term debt obligations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Capital lease obligations (1)
    
    
    242,889
    
    
    
    194,025
    
    
    
    48,864
    
    
    
    
    
    
    
    Operating lease obligations (2)
    
    
    219,839,212
    
    
    
    22,827,949
    
    
    
    51,482,378
    
    
    
    48,653,394
    
    
    
    96,875,491Purchase obligations (3)
    
    
    18,939,122
    
    
    
    18,565,561
    
    
    
    359,840
    
    
    
    13,721
    
    
    
    Total
    
    $
    239,021,223
    
    
    $
    41,587,535
    
    
    $
    51,891,082
    
    
    $
    48,667,115
    
    
    $
    96,875,491
 
 (1)
    
    Includes payment obligations relating to our point of sale hardware and software leases.(2)
    
    Includes minimum payment obligations related to our store leases.(3)
    
    Includes merchandise on order and payment obligations relating to store construction and
miscellaneous service contracts. Recent Accounting Pronouncements
  Effect of Inflation
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures.
 17




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Internal Control Over Financial Reporting.
 
 PART II  OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Purchase of Equity Securities by the Issuer and Affiliated Purchasers
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
 ITEM 6. EXHIBITS
  18




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SIGNATURES
   BAKERS FOOTWEAR GROUP, INC.(Registrant)By:
    /s/ Peter A. EdisonPeter A. EdisonChairman of the Board and
Chief Executive Officer
Bakers Footwear Group, Inc.
(On behalf of the Registrant)By:
    /s/ Lawrence L. Spanley, Jr.Lawrence L. Spanley, Jr.Executive Vice President, Chief Financial Officer,
Treasurer, and Secretary
(As principal financial officer) 19




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EXHIBIT INDEX
 Exhibit No.
    
    Description3.1
    
    Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for
the fiscal year ended January 3, 2004 filed on April 2, 2004 (File No.
000-50563)).3.2
    
    Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the Companys Annual Report on Form 10-K for the fiscal year ended
January 3, 2004 filed on April 2, 2004 (File No. 000-50563)).10.1
    
    Bakers Footwear Group, Inc. 2003 Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.3 to the Companys Current
Report on Form 8-K (File No. 000-50563), filed on March 21, 2007).10.2
    
    Form of Nonqualified Option Award Agreement under Bakers Footwear Group,
Inc. 2003 Stock Option Plan (incorporated by reference to Exhibit 10.2
to the Companys Current Report on Form 8-K (File No. 000-50563) filed
on March 21, 2007).10.3
    
    Waiver and Consent Agreement dated as of April 18, 2007 by and between
Bank of America, N.A. and the Company (incorporated by reference to
Exhibit 10.14.2 to the Companys Annual Report on Form 10-K for the
fiscal year ended February 3, 2007 filed on April 24, 2007 (File No.
000-50563)).10.4
    
    Letter to Peter Edison outlining 2007 bonus levels (incorporated by
reference to Exhibit 10.6 to the Companys Current Report on Form 8-K
filed on March 21, 2007 (File No. 000-50563)).10.5
    
    Letter to Michele Bergerac outlining 2007 bonus levels (incorporated by
reference to Exhibit 10.7 to the Companys Current Report on Form 8-K
filed on March 21, 2007 (File No. 000-50563)).10.6
    
    Letter to Stan Tusman outlining 2007 bonus levels (incorporated by
reference to Exhibit 10.8 to the Companys Current Report on Form 8-K
filed on March 21, 2007 (File No. 000-50563)).10.7
    
    Letter to Mark Ianni outlining 2007 bonus levels (incorporated by
reference to Exhibit 10.9 to the Companys Current Report on Form 8-K
filed on March 21, 2007 (File No. 000-50563)).10.8
    
    Letter to Joe Vander Pluym outlining 2007 bonus levels (incorporated by
reference to Exhibit 10.10 to the Companys Current Report on Form 8-K
filed on March 21, 2007 (File No. 000-50563)).10.9
    
    Letter to Larry Spanley outlining 2007 bonus levels (incorporated by
reference to Exhibit 10.11 to the Companys Current Report on Form 8-K
filed on March 21, 2007 (File No. 000-50563)).10.10
    
    Summary of March 15, 2007 stock option grants and performance awards for
executive officers (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on March 21, 2007 (File No.
000-50563)).10.11
    
    First Amendment to Second Amended and Restated Loan and Security
Agreement dated as of May 17, 2007 by and between Bank of America, N.A.
and the Company (incorporated by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K filed on May 18, 2007 (File No.
000-50563)).10.12
    
    Summary of Compensation of Non-management Directors as of March 15, 2007.11.1
    
    Statement regarding computation of per share earnings (incorporated by
reference from Note 4 of the Companys unaudited interim financial
statements included herein).31.1
    
    Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer).31.2
    
    Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).32.1
    
    Section 1350 Certification (pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, executed by Chief
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##### Table of Contents



Exhibit No.
    
    DescriptionExecutive Officer).32.2
    
    Section 1350 Certification (pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).
 21