##### 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 1, 2010
 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
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o

(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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##### 



BAKERS FOOTWEAR GROUP, INC.
INDEX TO FORM 10-Q
  
 PagePart I Financial Information
    
    
    3Item 1. Financial Statements (Unaudited)
    
    
    3Condensed Balance Sheets
    
    
    3Condensed Statements of Operations
    
    
    4Condensed Statement of Shareholders Equity (Deficit)
    
    
    5Condensed Statements of Cash Flows
    
    
    6Notes to Condensed Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24Part II Other Information
    
    
    25Item 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. [Reserved]
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    26Signatures
    
    
    27Exhibit Index
    
    
    28Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer).Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).Section 1350 Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer and the 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
 May 2, 2009
    
    
    January 30, 2010
    
    
    May 1, 2010(Unaudited)
    
    
    
    
    
    
    (Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    140,689
    
    
    $
    154,685
    
    
    $
    149,280Accounts receivable
    
    
    1,709,419
    
    
    
    1,387,358
    
    
    
    1,954,649Inventories
    
    
    22,610,030
    
    
    
    20,233,207
    
    
    
    23,248,317Prepaid expenses and other current assets
    
    
    1,278,864
    
    
    
    1,234,787
    
    
    
    1,000,263Total current assets
    
    
    25,739,002
    
    
    
    23,010,037
    
    
    
    26,352,509Property and equipment, net
    
    
    32,167,120
    
    
    
    24,757,395
    
    
    
    23,464,911Other assets
    
    
    1,011,933
    
    
    
    851,035
    
    
    
    770,942Total assets
    
    $
    58,918,055
    
    
    $
    48,618,467
    
    
    $
    50,588,362Liabilities and shareholders equity (deficit)Current liabilities:Accounts payable
    
    $
    8,771,260
    
    
    $
    10,138,635
    
    
    $
    13,217,226Accrued expenses
    
    
    8,190,144
    
    
    
    7,320,595
    
    
    
    8,063,352Subordinated secured term loan
    
    
    4,281,389
    
    
    
    2,785,112
    
    
    
    2,177,421Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    4,000,000
    
    
    
    4,000,000Sales tax payable
    
    
    814,469
    
    
    
    1,152,277
    
    
    
    703,522Deferred income
    
    
    1,358,234
    
    
    
    1,366,252
    
    
    
    1,279,105Revolving credit facility
    
    
    13,835,294
    
    
    
    10,531,687
    
    
    
    13,277,150Total current liabilities
    
    
    41,250,790
    
    
    
    37,294,558
    
    
    
    42,717,776Accrued noncurrent rent liabilities
    
    
    9,666,818
    
    
    
    9,183,756
    
    
    
    9,099,492Shareholders equity (deficit):Preferred stock, $0.0001 par value, 5,000,000
shares authorized, no shares outstanding
    
    
    
    
    
    
    
    
    
    
    Common Stock, $0.0001 par value; 40,000,000
shares authorized, 7,305,856 shares
outstanding at May 2, 2009, 7,382,856 shares
outstanding at January 30, 2010 and
7,384,056 shares outstanding at May 1, 2010
    
    
    738
    
    
    
    738
    
    
    
    739Additional paid-in capital
    
    
    38,826,466
    
    
    
    39,279,600
    
    
    
    39,361,357Accumulated deficit
    
    
    (30,826,757
    )
    
    
    (37,140,185
    )
    
    
    (40,591,002
    )Total shareholders equity (deficit)
    
    
    8,000,447
    
    
    
    2,140,153
    
    
    
    (1,228,906
    )Total liabilities and shareholders equity (deficit)
    
    $
    58,918,055
    
    
    $
    48,618,467
    
    
    $
    50,588,362
  3




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BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS  (Unaudited)
 Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 2, 2009
    
    
    May 1, 2010Net sales
    
    $
    44,976,621
    
    
    $
    43,524,036Cost of merchandise sold, occupancy, and buying expenses
    
    
    32,280,181
    
    
    
    32,787,740Gross profit
    
    
    12,696,440
    
    
    
    10,736,296Operating expenses:Selling
    
    
    9,975,823
    
    
    
    9,804,288General and administrative
    
    
    4,339,640
    
    
    
    3,790,552Loss on disposal of property and equipment
    
    
    284,581
    
    
    
    51,669Operating loss
    
    
    (1,903,604
    )
    
    
    (2,910,213
    )Other income (expense):Interest expense
    
    
    (886,580
    )
    
    
    (554,573
    )Other, net
    
    
    21,516
    
    
    
    13,969Loss before income taxes
    
    
    (2,768,668
    )
    
    
    (3,450,817
    )Benefit from income taxes
    
    
    
    
    
    
    Net loss
    
    $
    (2,768,668
    )
    
    $
    (3,450,817
    )Net loss per common share
    
    $
    (0.39
    )
    
    $
    (0.47
    )
  4




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BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENT OF SHAREHOLDERS EQUITY (DEFICIT)  (Unaudited)
 Common StockShares
    
    
    
    
    
    
    AdditionalIssued and
    
    
    
    
    
    
    Paid-In
    
    
    AccumulatedOutstanding
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance at January 30, 2010
    
    
    7,382,856
    
    
    $
    738
    
    
    $
    39,279,600
    
    
    $
    (37,140,185
    )
    
    $
    2,140,153Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    81,374
    
    
    
    
    
    
    
    81,374Shares issued in connection
with exercise of stock options
    
    
    1,200
    
    
    
    1
    
    
    
    383
    
    
    
    
    
    
    
    384Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,450,817
    )
    
    
    (3,450,817
    )Balance at May 1, 2010
    
    
    7,384,056
    
    
    $
    739
    
    
    $
    39,361,357
    
    
    $
    (40,591,002
    )
    
    $
    (1,228,906
    )
  5




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##### Table of Contents



BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS  (Unaudited)
 Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 2, 2009
    
    
    May 1, 2010Operating activitiesNet loss
    
    $
    (2,768,668
    )
    
    $
    (3,450,817
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,733,344
    
    
    
    1,497,100Accretion of debt discount
    
    
    151,607
    
    
    
    79,809Stock-based compensation expense
    
    
    127,207
    
    
    
    81,374Interest expense recognized for issuing common stock related to
amending the subordinated secured term loan
    
    
    192,500
    
    
    
    Loss on disposal of property and equipment
    
    
    284,581
    
    
    
    51,669Changes in operating assets and liabilities:Accounts receivable
    
    
    (336,032
    )
    
    
    (403,921
    )Inventories
    
    
    (1,633,678
    )
    
    
    (3,015,110
    )Prepaid expenses and other current assets
    
    
    (238,578
    )
    
    
    234,524Prepaid income taxes
    
    
    (12,691
    )
    
    
    Other assets
    
    
    (45,409
    )
    
    
    80,093Accounts payable
    
    
    1,214,276
    
    
    
    3,078,591Accrued expenses and deferred income
    
    
    (63,988
    )
    
    
    206,855Accrued rent liabilities
    
    
    (108,011
    )
    
    
    (84,264
    )Net cash used in operating activities
    
    
    (1,503,540
    )
    
    
    (1,644,097
    )Investing activitiesPurchase of property and equipment
    
    
    (155,379
    )
    
    
    (420,990
    )Proceeds from disposition of property and equipment
    
    
    
    
    
    
    1,335Net cash used in investing activities
    
    
    (155,379
    )
    
    
    (419,655
    )Financing activitiesNet advances under revolving credit facility
    
    
    2,352,432
    
    
    
    2,745,463Proceeds from exercise of stock options
    
    
    
    
    
    
    384Principal payments on subordinated secured term loan
    
    
    (687,500
    )
    
    
    (687,500
    )Net cash provided by financing activities
    
    
    1,664,932
    
    
    
    2,058,347Net increase (decrease) in cash and cash equivalents
    
    
    6,013
    
    
    
    (5,405
    )Cash and cash equivalents at beginning of period
    
    
    134,676
    
    
    
    154,685Cash and cash equivalents at end of period
    
    $
    140,689
    
    
    $
    149,280Supplemental disclosures of cash flow informationCash paid for interest
    
    $
    380,835
    
    
    $
    359,891
  6




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##### Table of Contents



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




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##### Table of Contents



3. Nasdaq Capital Market Delisting
   4. Subordinated Secured Term Loan
    8




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##### Table of Contents



5. Revolving Credit Facility
   9




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##### Table of Contents



6. Subordinated Convertible Debentures
     7. Income Taxes
 Income Taxes,
   10




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Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 2, 2009
    
    
    May 1, 2010Current:Federal
    
    $
    (578,513
    )
    
    $
    (857,120
    )State and local
    
    
    (130,876
    )
    
    
    (187,864
    )Total current
    
    
    (709,389
    )
    
    
    (1,044,984
    )Deferred:Federal
    
    
    (295,596
    )
    
    
    (232,445
    )State and local
    
    
    (53,745
    )
    
    
    (42,263
    )Total deferred
    
    
    (349,341
    )
    
    
    (274,708
    )Valuation allowance
    
    
    1,058,730
    
    
    
    1,319,692Total income tax expense
    
    $
    
    
    
    $
    
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 2, 2009
    
    
    May 1, 2010Federal income tax at statutory rate
    
    $
    (969,034
    )
    
    $
    (1,207,786
    )Impact of graduated Federal rates
    
    
    27,687
    
    
    
    34,508State and local taxes, net of federal income taxes
    
    
    (122,441
    )
    
    
    (152,607
    )Change in valuation allowance
    
    
    1,058,730
    
    
    
    1,319,692Permanent differences
    
    
    5,058
    
    
    
    6,193Total provision for (benefit from) income taxes
    
    $
    
    
    
    $
    
   May 2, 2009
    
    
    January 30, 2010
    
    
    May 1, 2010Deferred tax assets:Net operating loss carryforward
    
    $
    8,042,038
    
    
    $
    8,894,200
    
    
    $
    9,939,184Vacation accrual
    
    
    389,376
    
    
    
    396,524
    
    
    
    401,205Inventory
    
    
    1,271,896
    
    
    
    989,396
    
    
    
    1,138,178Stock-based compensation
    
    
    937,845
    
    
    
    1,116,518
    
    
    
    1,148,254Accrued rent
    
    
    3,770,059
    
    
    
    3,581,665
    
    
    
    3,548,802Property and equipment
    
    
    
    
    
    
    1,496,584
    
    
    
    1,668,187Total deferred tax assets
    
    
    14,411,214
    
    
    
    16,474,887
    
    
    
    17,843,810Deferred tax liabilities:Property and equipment
    
    
    224,513
    
    
    
    
    
    
    
    Prepaid expenses
    
    
    231,965
    
    
    
    111,467
    
    
    
    160,698Total deferred tax liabilities
    
    
    456,478
    
    
    
    111,467
    
    
    
    160,698Valuation allowance
    
    
    (13,954,736
    )
    
    
    (16,363,420
    )
    
    
    (17,683,112
    )Net deferred tax assets
    
    $
    
    
    
    $
    
    
    
    $
    
  8. Stock-Based Compensation
  11




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Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 2, 2009
    
    
    May 1, 2010Options granted
    
    
    72,000
    
    
    
    227,000Weighted-average fair value of options granted
    
    $
    0.33
    
    
    $
    1.96AssumptionsDividends
    
    
    0
    %
    
    
    0
    %Risk-free interest rate
    
    
    2.2
    %
    
    
    2.8
    %Expected volatility
    
    
    54
    %
    
    
    97
    %Expected option life
    
    6 years
    
    
    6 years
 9. Earnings Per Share
   Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 2, 2009
    
    
    May 1, 2010Numerator:Net loss
    
    $
    (2,768,668
    )
    
    $
    (3,450,817
    )Numerator for loss per share
    
    
    (2,768,668
    )
    
    
    (3,450,817
    )Interest expense related to convertible debentures
    
    
    
    
    
    
    Numerator for diluted loss per share
    
    $
    (2,768,668
    )
    
    $
    (3,450,817
    )Denominator:Denominator for basic earnings per share  weighted average shares
    
    
    7,163,779
    
    
    
    7,383,076Effect of dilutive securities Stock options
    
    
    
    
    
    
    Stock purchase warrants
    
    
    
    
    
    
    Convertible debentures
    
    
    
    
    
    
    Denominator for diluted earnings (loss) per share  adjusted weighted average shares
and assumed conversions
    
    
    7,163,779
    
    
    
    7,383,076
  10. Commitments and Contingencies
  12




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11. Fair Value of Financial Instruments
 Financial Instruments
 May 2, 2009CarryingAmount
    
    
    Fair ValueCash and cash equivalents
    
    $
    140,689
    
    
    $
    140,689Revolving credit facility
    
    
    13,835,294
    
    
    
    13,835,294Subordinated secured term loan
    
    
    4,281,389
    
    
    
    4,256,065Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    2,400,709
 January 30, 2010CarryingAmount
    
    
    Fair ValueCash and cash equivalents
    
    $
    154,685
    
    
    $
    154,685Revolving credit facility
    
    
    10,531,687
    
    
    
    10,531,687Subordinated secured term loan
    
    
    2,785,112
    
    
    
    2,811,386Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    2,578,638
 May 1, 2010CarryingAmount
    
    
    Fair ValueCash and cash equivalents
    
    $
    149,280
    
    
    $
    149,280Revolving credit facility
    
    
    13,277,150
    
    
    
    13,277,150Subordinated secured term loan
    
    
    2,177,421
    
    
    
    3,957,899Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    2,779,197
  13




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion should be read in conjunction with the Companys unaudited condensed
financial statements and notes thereto provided herein and the Companys audited financial
statements and notes thereto in our annual report on Form 10-K for the fiscal year ended January
30, 2010. The following Managements Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements that involve risks and uncertainties. Our actual
results may differ materially from the results discussed in the forward-looking statements. The
factors that might cause such a difference also include, but are not limited to, those discussed in
our annual report on Form 10-K under Item 1. Business  Cautionary Note Regarding Forward-Looking
Statements and Risk Factors and under Item 1. Business  Risk Factors and those discussed
elsewhere in our Annual Report on Form 10-K and related notes thereto and elsewhere in this
quarterly report.
 Overview
        14




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Critical Accounting Policies
   Merchandise inventories
  15




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##### Table of Contents



Store closing and impairment charges
  Stock-based compensation expense
  Deferred income taxes
     16




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Results of Operations
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 2, 2009
    
    
    May 1, 2010Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of merchandise sold, occupancy and buying expense
    
    
    71.8
    
    
    
    75.3Gross profit
    
    
    28.2
    
    
    
    24.7Selling expense
    
    
    22.2
    
    
    
    22.5General and administrative expense
    
    
    9.7
    
    
    
    8.7Loss on disposal of property and equipment
    
    
    0.6
    
    
    
    0.1Operating loss
    
    
    (4.2
    )
    
    
    (6.6
    )Other income, net
    
    
    
    
    
    
    Interest expense
    
    
    (2.0
    )
    
    
    (1.3
    )Loss before income taxes
    
    
    (6.2
    )
    
    
    (7.9
    )Benefit from income taxes
    
    
    
    
    
    
    Net loss
    
    
    (6.2
    )%
    
    
    (7.9
    )%
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 3, 2008
    
    
    May 2, 2009Number of stores at beginning of period
    
    
    239
    
    
    
    238Stores opened during period
    
    
    1
    
    
    
    2Stores closed during period
    
    
    (1
    )
    
    
    (1
    )Number of stores at end of period
    
    
    239
    
    
    
    239
 Thirteen Weeks Ended May 1, 2010 Compared to Thirteen Weeks Ended May 2, 2009
 Net sales.
 Gross profit.
 Selling expense.
 General and administrative expense.
 17




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##### Table of Contents



Interest expense.
 Net loss
 Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
   12 2.3
 12 2.0
  18




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19




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May 2, 2009
    
    
    January 30, 2010
    
    
    May 1, 2010Cash
    
    $
    140,689
    
    
    $
    154,685
    
    
    $
    149,280Inventories
    
    
    22,610,030
    
    
    
    20,233,207
    
    
    
    23,248,317Total current assets
    
    
    25,739,002
    
    
    
    23,010,037
    
    
    
    26,352,509Property and equipment, net
    
    
    32,167,120
    
    
    
    24,757,395
    
    
    
    23,464,911Total assets
    
    
    58,918,055
    
    
    
    48,618,467
    
    
    
    50,588,362Accounts payable
    
    
    8,771,260
    
    
    
    10,138,635
    
    
    
    13,217,226Revolving credit facility
    
    
    13,835,294
    
    
    
    10,531,687
    
    
    
    13,277,150Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    4,000,000
    
    
    
    4,000,000Subordinated secured term loan
    
    
    4,281,389
    
    
    
    2,785,112
    
    
    
    2,177,421Total current liabilities
    
    
    41,250,790
    
    
    
    37,294,558
    
    
    
    42,717,776Total shareholders equity (deficit)
    
    
    8,000,447
    
    
    
    2,140,153
    
    
    
    (1,228,906
    )Net working capital
    
    
    (15,511,788
    )
    
    
    (14,284,521
    )
    
    
    (16,365,267
    )Unused borrowing capacity*
    
    
    346,891
    
    
    
    1,928,913
    
    
    
    1,437,474
 
 *
    
    as calculated under the terms of our revolving credit facility Operating activities
   Investing activities
   Financing activities
  Revolving Credit Facility
  20




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Subordinated Secured Term Loan
   21




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Subordinated Convertible Debentures
   22




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2005 Private Placement of Common Stock and Warrants
  IPO Warrants
  Off-Balance Sheet Arrangements
  23




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Contractual Obligations
  Payments due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1 - 3 Years
    
    
    3 -5 Years
    
    
    5 YearsLong-term debt obligations(1)
    
    $
    7,415,132
    
    
    $
    2,837,743
    
    
    $
    4,577,389
    
    
    $
    
    
    
    $
    Operating lease obligations (2)
    
    
    130,421,655
    
    
    
    24,672,278
    
    
    
    44,726,429
    
    
    
    34,992,588
    
    
    
    26,030,360Purchase obligations (3)
    
    
    33,677,687
    
    
    
    28,052,687
    
    
    
    3,000,000
    
    
    
    2,625,000
    
    
    
    Total
    
    $
    171,514,474
    
    
    $
    55,562,708
    
    
    $
    52,303,818
    
    
    $
    37,617,588
    
    
    $
    26,030,360
 
 (1)
    
    Includes principal and interest payments on our subordinated convertible debentures and our
subordinated secured term loan. As discussed in Note 2 to the financial statements, these
instruments are classified as current liabilities on our balance sheet.(2)
    
    Includes minimum payment obligations related to our store leases.(3)
    
    Includes merchandise on order, minimum royalty payments, and payment obligations relating to
store construction and miscellaneous service contracts. Recent Accounting Pronouncements
  Impact of Inflation
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures.
 Internal Control Over Financial Reporting.
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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  We expect that our common stock will be suspended from trading on, and delisted from, Nasdaq
shortly, which may negatively impact the value of our common stock, decrease the ability of our
shareholders or potential shareholders to purchase or sell shares of our common stock, and have a
material adverse effect on our ability to obtain financing.
      25




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The terms of our revolving credit facility contain certain financial covenants with respect to our
performance and other covenants that restrict our activities. If we are unable to comply with these
covenants, we would have to negotiate an amendment to the loan agreement or the lender could
accelerate the repayment of our indebtedness.
   
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Purchase of Equity Securities by the Issuer and Affiliated Purchasers
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. [RESERVED]
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  26




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SIGNATURES
   BAKERS FOOTWEAR GROUP, INC.
(Registrant)By:
    /s/ Peter A. EdisonPeter A. EdisonChairman of the Board, Chief Executive OfficerAnd President (Principal Executive Officer)Bakers Footwear Group, Inc.
(On behalf of the Registrant)By:
    /s/ Charles R. Daniel, IIICharles R. Daniel, IIIExecutive Vice President and Chief Financial Officer,Controller, Treasurer, and Secretary(Principal Financial Officer and
Principal Accounting Officer) 27




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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)).4.1
    
    *Second Lien Credit Agreement dated February 1, 2008 (Loan Agreement) by and
among the Company, and Private Equity Management Group, Inc. and the Lender named
therein (incorporated by reference to Exhibit 4.1 to the Companys Current Report
on Form 8-K filed on October 14, 2009 (File No. 000-50563)).4.2
    
    Note evidencing amounts borrowed by the Company under the Loan Agreement
(incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form
8-K filed on February 4, 2008 (File No. 000-50563)).4.3
    
    Security Agreement dated February 1, 2008 by the Company and the Private Equity
Management Group, Inc., in its capacity as administrative agent for the Lender
Group, as defined therein (incorporated by reference to Exhibit 4.3 to the
Companys Quarterly Report on Form 10-Q filed on September 10, 2009 (File No.
000-50563)).4.4
    
    Subordination Agreement dated February 1, 2008 by and among the Company, Bank of
America, N.A. and Private Equity Management Group, Inc., in its capacity as
administrative agent for the Lender named therein (incorporated by reference to
Exhibit 4.4 to the Companys Current Report on Form 8-K filed on February 4, 2008
(File No. 000-50563)).4.5
    
    Subordination Agreement dated February 1, 2008 by and among the Company, Private
Equity Management Group, Inc., in its capacity as administrative agent for the
Lender named therein, and the subordinated creditors named therein (incorporated
by reference to Exhibit 4.5 to the Companys Current Report on Form 8-K filed on
February 4, 2008 (File No. 000-50563)).4.6
    
    Registration Rights Agreement dated February 1, 2008 by and among the Company and
Private Equity Management Group, Inc. (incorporated by reference to Exhibit 4.6
to the Companys Quarterly Report on Form 10-Q filed on September 10, 2009 (File
No. 000-50563)).4.7
    
    Fee Letter dated February 1, 2008 between Private Equity Management Group, Inc.
and the Company (incorporated by reference to Exhibit 4.7 to the Companys
Current Report on Form 8-K filed on February 4, 2008 (File No. 000-50563)).4.8
    
    *Amendment Number 1 to Loan Documents dated as of May 9, 2008 by and among the
Company, Private Equity Management Group, Inc. and the Lender named therein
(incorporated by reference to Exhibit 4.8. to the Companys Quarterly Report on
Form 10-Q filed on September 10, 2009 (File No. 000-50563)).4.9
    
    Letter of Consent delivered to the Company and Private Equity Management Group,
Inc. by Bank of America, N.A. (incorporated by reference to Exhibit 4.3 to the
Companys Current Report on Form 8-K filed on May 9, 2008 (File No. 000-50563)).4.10
    
    Amendment Number 2 to Loan Documents dated April 9, 2009 by and among the
Company, Private Equity Management Group, Inc. and the Lender named therein
(incorporated by reference to Exhibit 4.10 to the Companys Current Report on
Form 8-K filed on April 15, 2009 (File No. 000-50563)).4.11
    
    Amendment Number 3 to Loan Documents dated as of September 3, 2009 by and among
the Company, Private Equity Management Group, Inc. and the Lender named therein
(incorporated by reference to Exhibit 4.11 to the Companys Quarterly Report on
Form 10-Q filed on September 10, 2009 (File No. 000-50563)).4.12
    
    Amendment Number 4 to Loan Documents dated March 23, 2010 by and among the
Company, Private Equity Management Group, Inc. and the Lender named therein
(incorporated by reference to Exhibit 4.12 to the Companys Current Report on
Form 8-K filed on March 25, 2010 (File No. 000-50563)).4.13
    
    Subordinated Convertible Debenture Purchase Agreement dated June 13, 2007 by and
among the Company and the Investors named therein (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K filed on July 2, 2007
(File No. 000-50563)).
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Exhibit No.
    
    Description4.14
    
    9.5% Subordinated Convertible Debentures issued by the Company to Investors on
June 26, 2007 (incorporated by reference to Exhibit 4.2 to the Companys Current
Report on Form 8-K filed on July 2, 2007 (File No. 000-50563)).4.15
    
    First Amendment to Subordinated Convertible Debentures and Subordinated
Convertible Debenture Purchase Agreement dated April 20, 2010 (incorporated by
reference to Exhibit 4.3 to the Companys Current Report on Form 8-K (File No.
000-50563), filed on April 20, 2010).10.1
    
    Summary of April 20, 2010 stock option grants to executive officers of the
Company (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K (File No. 000-50563), filed on April 20, 2010).10.2
    
    Form of Nonqualified Option Award Agreement under Bakers Footwear Group, Inc.
2003 Stock Option Plan, as amended (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
    
    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).10.4
    
    Letter to Peter Edison outlining 2010 bonus levels (incorporated by reference to
Exhibit 10.4 to the Companys Current Report on Form 8-K (File No. 000-50563),
filed on April 20, 2010).10.5
    
    Letter to Joe VanderPluym outlining 2010 bonus levels (incorporated by reference
to Exhibit 10.5 to the Companys Current Report on Form 8-K (File No. 000-50563),
filed on April 20, 2010).10.6
    
    Letter to Mark Ianni outlining 2010 bonus levels (incorporated by reference to
Exhibit 10.6 to the Companys Current Report on Form 8-K (File No. 000-50563),
filed on April 20, 2010).10.7
    
    Letter to Stan Tusman outlining 2010 bonus levels (incorporated by reference to
Exhibit 10.7 to the Companys Current Report on Form 8-K (File No. 000-50563),
filed on April 20, 2010).10.8
    
    Letter to Charles R. Daniel, III outlining 2010 bonus levels (incorporated by
reference to Exhibit 10.8 to the Companys Current Report on Form 8-K (File No.
000-50563), filed on April 20, 2010).10.9
    
    Bakers Footwear Group, Inc. Cash Bonus Plan (incorporated by reference to Exhibit
10.2 of Amendment No. 3 to the Companys Registration Statement on Form S-1 filed
on January 8, 2004 (File No. 333-86332)).10.10
    
    Second Amended and Restated Loan and Security Agreement dated as of August 31,
2006 by and between Bank of America, N.A. and the Company (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on
September 7, 2006 (File No. 000-50563)).10.11
    
    Amended and Restated Revolving Credit Note dated as of August 31, 2006 by and
between Bank of America, N.A. and the Company (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K filed on September 7,
2006 (File No. 000-50563)).10.12
    
    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)).10.13
    
    First Amendment to Second Amended and Restated Loan and Security Agreement dated
as of May 17, 2007 by and between the Company and Bank of America, N.A.
(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)).10.14
    
    Extension Agreement dated June 26, 2007 between the Company and Bank of America,
N.A. (incorporated by reference to Exhibit 4.4 to the Companys Current Report on
Form 8-K filed on July 2, 2007 (File No. 000-50563)).10.15
    
    Second Amendment to Second Amended and Restated Loan and Security Agreement dated
February 1, 2008 by and among the Company and Bank of America, N.A. (incorporated
by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on
February 4, 2008 (File No. 000-50563)).10.16
    
    Third Amendment to Second Amended and Restated Loan and Security Agreement dated
April 9, 2009 by and among the Company and Bank of America, N.A. (incorporated by
reference to Exhibit 10.7 to the Companys Current Report on Form 8-K filed on
April 15, 2009 (File No. 000-50563)).10.17
    
    Fourth Amendment to Second Amended and Restated Loan and Security Agreement dated
September 8, 2009 by and among the Company and Bank of America, N.A.
(incorporated by reference to Exhibit 10.8 to the Companys Quarterly Report on
Form 10-Q filed on September 10, 2009 (File No. 000-50563)).
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Exhibit No.
    
    Description10.18
    
    Fifth Amendment to Second Amended and Restated Loan and Security Agreement dated
May 28, 2010 by and among the Company and Bank of America, N.A. (incorporated by
reference to Exhibit 10.9 to the Companys Current Report on Form 8-K filed on
May 28, 2010 (File No. 000-50563)).11.1
    
    Statement regarding computation of per share earnings (incorporated by reference
from Note 9 to the unaudited interim financial statements included herein).31.1
    
    Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer).31.2
    
    Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).32.1
    
    Section 1350 Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, executed by Chief Executive Officer and the Chief Financial Officer).
 
 *
    
    Portions are omitted pursuant to a confidential treatment request and are filed separately with
the SEC. 30