##### 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 2, 2009
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the transition period from  to
 Commission File Number: 000-50563
 BAKERS FOOTWEAR GROUP, INC.
 (Exact name of registrant as specified in its charter)
 Missouri
    
    43-0577980(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 2815 Scott Avenue,St. Louis, Missouri
    
    63103(Address of principal executive offices)
    
    (Zip Code)
 (314) 621-0699  (Registrants telephone number, including area code)
 Not applicable  (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




---



##### 



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
    
    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
    
    26Item 1. Legal Proceedings
    
    26Item 1A. Risk Factors
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    26Item 6. Exhibits
    
    26Signatures
    
    27Exhibit Index
    
    28EX-31.1 Certification by Chief Executive OfficerEX-31.2 Certification by Chief Financial OfficerEX-32.1 906 Certifications
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED BALANCE SHEETS
 May 3, 2008
    
    
    January 31, 2009
    
    
    May 2, 2009(Unaudited)
    
    
    
    
    
    
    (Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    161,861
    
    
    $
    134,676
    
    
    $
    140,689Accounts receivable
    
    
    1,502,960
    
    
    
    1,330,289
    
    
    
    1,599,852Other receivables
    
    
    269,557
    
    
    
    43,090
    
    
    
    109,567Inventories
    
    
    23,611,088
    
    
    
    20,976,352
    
    
    
    22,610,030Prepaid expenses and other current assets
    
    
    906,986
    
    
    
    908,796
    
    
    
    1,147,374Prepaid income taxes
    
    
    1,954,011
    
    
    
    118,799
    
    
    
    131,490Total current assets
    
    
    28,406,463
    
    
    
    23,512,002
    
    
    
    25,739,002Property and equipment, net
    
    
    41,861,317
    
    
    
    34,029,666
    
    
    
    32,167,120Other assets
    
    
    1,211,561
    
    
    
    966,524
    
    
    
    1,011,933Total assets
    
    $
    71,479,341
    
    
    $
    58,508,192
    
    
    $
    58,918,055Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    8,926,272
    
    
    $
    7,556,984
    
    
    $
    8,771,260Accrued expenses
    
    
    8,956,848
    
    
    
    8,175,564
    
    
    
    8,190,144Subordinated secured term loan
    
    
    5,770,633
    
    
    
    4,817,282
    
    
    
    4,281,389Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    4,000,000
    
    
    
    4,000,000Sales tax payable
    
    
    694,532
    
    
    
    1,032,584
    
    
    
    814,469Deferred income
    
    
    1,356,373
    
    
    
    1,218,687
    
    
    
    1,358,234Revolving credit facility
    
    
    11,510,954
    
    
    
    11,482,862
    
    
    
    13,835,294Current maturities of capital lease obligations
    
    
    29,928
    
    
    
    
    
    
    
    Total current liabilities
    
    
    41,245,540
    
    
    
    38,283,963
    
    
    
    41,250,790Accrued rent liabilities
    
    
    10,196,677
    
    
    
    9,774,829
    
    
    
    9,666,818Shareholders 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, 7,005,856 shares
outstanding at May 3, 2008, 7,055,856
shares outstanding at January 31, 2009 and
7,382,856 shares outstanding at May 2, 2009
    
    
    700
    
    
    
    705
    
    
    
    738Additional paid-in capital
    
    
    37,972,980
    
    
    
    38,506,784
    
    
    
    38,826,466Accumulated deficit
    
    
    (17,936,556
    )
    
    
    (28,058,089
    )
    
    
    (30,826,757
    )Total shareholders equity
    
    
    20,037,124
    
    
    
    10,449,400
    
    
    
    8,000,447Total liabilities and shareholders equity
    
    $
    71,479,341
    
    
    $
    58,508,192
    
    
    $
    58,918,055
  3




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##### Table of Contents



BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 3, 2008
    
    
    May 2, 2009Net sales
    
    $
    43,537,503
    
    
    $
    44,976,621Cost of merchandise sold, occupancy, and buying expenses
    
    
    32,287,530
    
    
    
    32,280,181Gross profit
    
    
    11,249,973
    
    
    
    12,696,440Operating expenses:Selling
    
    
    10,711,973
    
    
    
    9,975,823General and administrative
    
    
    4,385,266
    
    
    
    4,339,640Loss on disposal of property and equipment
    
    
    221,860
    
    
    
    284,581Operating loss
    
    
    (4,069,126
    )
    
    
    (1,903,604
    )Other income (expense):Interest expense
    
    
    (806,748
    )
    
    
    (886,580
    )Other, net
    
    
    1,806
    
    
    
    21,516Loss before income taxes
    
    
    (4,874,068
    )
    
    
    (2,768,668
    )Benefit from income taxes
    
    
    
    
    
    
    Net loss
    
    $
    (4,874,068
    )
    
    $
    (2,768,668
    )Net loss per common share
    
    $
    (0.70
    )
    
    $
    (0.39
    )
  4




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##### Table of Contents



BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENT OF SHAREHOLDERS EQUITY
(Unaudited)
 Common StockShares
    
    
    
    
    
    
    AdditionalIssued and
    
    
    
    
    
    
    Paid-In
    
    
    AccumulatedOutstanding
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance at January 31, 2009
    
    
    7,055,856
    
    
    $
    705
    
    
    $
    38,506,784
    
    
    $
    (28,058,089
    )
    
    $
    10,449,400Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    127,207
    
    
    
    
    
    
    
    127,207Issuance of common stock
    
    
    250,000
    
    
    
    25
    
    
    
    192,475
    
    
    
    
    
    
    
    192,500Issuance of restricted stock,
net of cancellations
    
    
    77,000
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    8Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,768,668
    )
    
    
    (2,768,668
    )Balance at May 2, 2009
    
    
    7,382,856
    
    
    $
    738
    
    
    $
    38,826,466
    
    
    $
    (30,826,757
    )
    
    $
    8,000,447
  5




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##### Table of Contents



BAKERS FOOTWEAR GROUP, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 3, 2008
    
    
    May 2, 2009Operating activitiesNet loss
    
    $
    (4,874,068
    )
    
    $
    (2,768,668
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    2,041,125
    
    
    
    1,733,344Accretion of debt discount
    
    
    199,380
    
    
    
    151,607Stock-based compensation expense
    
    
    156,092
    
    
    
    127,207Interest expense recognized for issuing common stock related to amending
the subordinated secured term loan
    
    
    
    
    
    
    192,500Loss on disposal of property and equipment
    
    
    221,860
    
    
    
    284,581Changes in operating assets and liabilities:Accounts receivable and other receivables
    
    
    (396,844
    )
    
    
    (336,032
    )Inventories
    
    
    (5,549,147
    )
    
    
    (1,633,678
    )Prepaid expenses and other current assets
    
    
    (209,812
    )
    
    
    (238,578
    )Prepaid income taxes
    
    
    33,610
    
    
    
    (12,691
    )Other assets
    
    
    466,329
    
    
    
    (45,409
    )Accounts payable
    
    
    1,844,058
    
    
    
    1,214,276Accrued expenses and deferred income
    
    
    (15,881
    )
    
    
    (63,988
    )Accrued rent liabilities
    
    
    25,916
    
    
    
    (108,011
    )Net cash used in operating activities
    
    
    (6,057,382
    )
    
    
    (1,503,540
    )Investing activitiesPurchase of property and equipment
    
    
    (313,886
    )
    
    
    (155,379
    )Proceeds from disposition of property and equipment
    
    
    360
    
    
    
    Net cash used in investing activities
    
    
    (313,526
    )
    
    
    (155,379
    )Financing activitiesNet advances under revolving credit facility
    
    
    326,575
    
    
    
    2,352,432Proceeds from the issuance of subordinated secured term loan and common stock
    
    
    7,025,000
    
    
    
    Costs of issuing subordinated term loan and common stock
    
    
    (325,542
    )
    
    
    Principal payments on subordinated secured term loan
    
    
    (625,000
    )
    
    
    (687,500
    )Principal payments under capital lease obligations
    
    
    (27,935
    )
    
    
    Net cash provided by financing activities
    
    
    6,373,098
    
    
    
    1,664,932Net increase (decrease) in cash and cash equivalents
    
    
    2,190
    
    
    
    6,013Cash and cash equivalents at beginning of period
    
    
    159,671
    
    
    
    134,676Cash and cash equivalents at end of period
    
    $
    161,861
    
    
    $
    140,689Supplemental disclosures of cash flow informationCash paid for interest
    
    $
    455,593
    
    
    $
    380,835
  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. Subordinated Secured Term Loan
    8




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##### Table of Contents



Accounting for Contingencies
  9




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##### Table of Contents



4. Revolving Credit Facility
  5. Subordinated Convertible Debentures
   Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entitys Own Stock
 6. Income Taxes
  10




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##### Table of Contents



Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 3, 2008
    
    
    May 2, 2009Current:Federal
    
    $
    (1,330,381
    )
    
    $
    (578,513
    )State and local
    
    
    (287,145
    )
    
    
    (130,876
    )Total current
    
    
    (1,617,526
    )
    
    
    (709,389
    )Deferred:Federal
    
    
    (209,447
    )
    
    
    (295,596
    )State and local
    
    
    (38,081
    )
    
    
    (53,745
    )Total deferred
    
    
    (247,528
    )
    
    
    (349,341
    )Valuation allowance
    
    
    1,865,054
    
    
    
    1,058,730Total provision for (benefit from) income taxes
    
    $
    
    
    
    $
    
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 3, 2008
    
    
    May 2, 2009Federal income tax at statutory rate
    
    $
    (1,705,924
    )
    
    $
    (969,034
    )Impact of graduated Federal rates
    
    
    48,741
    
    
    
    27,687State and local taxes, net of federal income taxes
    
    
    (215,547
    )
    
    
    (122,441
    )Change in valuation allowance
    
    
    1,865,054
    
    
    
    1,058,730Permanent differences
    
    
    7,676
    
    
    
    5,058Total provision for (benefit from) income taxes
    
    $
    
    
    
    $
    
  11




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##### Table of Contents



May 3, 2008
    
    
    January 31, 2009
    
    
    May 2, 2009Deferred tax assets:Net operating loss carryforward
    
    $
    4,665,766
    
    
    $
    7,332,648
    
    
    $
    8,042,038Vacation accrual
    
    
    398,844
    
    
    
    384,696
    
    
    
    389,376Inventory
    
    
    1,627,809
    
    
    
    1,187,969
    
    
    
    1,271,896Stock-based compensation
    
    
    711,249
    
    
    
    888,235
    
    
    
    937,845Accrued rent
    
    
    4,001,531
    
    
    
    3,812,183
    
    
    
    3,770,059Total deferred tax assets
    
    
    11,405,199
    
    
    
    13,605,731
    
    
    
    14,411,214Deferred tax liabilities:Property and equipment
    
    
    2,115,010
    
    
    
    550,008
    
    
    
    224,513Prepaid expenses
    
    
    238,746
    
    
    
    159,717
    
    
    
    231,965Total deferred tax liabilities
    
    
    2,353,756
    
    
    
    709,725
    
    
    
    456,478Valuation allowance
    
    
    (9,051,443
    )
    
    
    (12,896,006
    )
    
    
    (13,954,736
    )Net deferred tax assets
    
    $
    
    
    
    $
    
    
    
    $
    
  7. Stock-Based Compensation
   Thirteen
    
    ThirteenWeeks Ended
    
    Weeks EndedMay 3, 2008
    
    May 2, 2009Options granted
    
    
    216,500
    
    
    
    72,000Weighted-average fair value of options granted
    
    $
    0.93
    
    
    $
    0.33AssumptionsDividends
    
    
    0
    %
    
    
    0
    %Risk-free interest rate
    
    
    2.8
    %
    
    
    2.2
    %Expected volatility
    
    
    46
    %
    
    
    54
    %Expected option life
    
    6 years
    
    6 years
  8. Earnings Per Share
  12




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##### Table of Contents



Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 3, 2008
    
    
    May 2, 2009Numerator:Net loss
    
    $
    (4,874,068
    )
    
    $
    (2,768,668
    )Numerator for loss per share
    
    
    (4,874,068
    )
    
    
    (2,768,668
    )Interest expense related to convertible debentures
    
    
    
    
    
    
    Numerator for diluted loss per share
    
    $
    (4,874,068
    )
    
    $
    (2,768,668
    )Denominator:Denominator for basic earnings per share  weighted average shares
    
    
    7,005,856
    
    
    
    7,163,779Effect of dilutive securities Stock options
    
    
    
    
    
    
    Stock purchase warrants
    
    
    
    
    
    
    Convertible debentures
    
    
    
    
    
    
    Denominator for diluted earnings (loss) per share  adjusted
weighted average shares and
assumed conversions
    
    
    7,005,856
    
    
    
    7,163,779
  Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 9. Fair Value Measurements
 Fair Value Measurements,
 10. Commitments and Contingencies
   13




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##### Table of Contents



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 in our Annual Report on Form 10-K
and related notes thereto and elsewhere in this quarterly report.
 Overview
      14




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##### Table of Contents



Critical Accounting Policies
   Merchandise inventories
  Store closing and impairment charges
 Accounting for
the Disposal of Long-Lived Assets
 15




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##### Table of Contents



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
 16




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##### Table of Contents



Results of Operations
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 3, 2008
    
    
    May 2, 2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of merchandise sold, occupancy and buying expense
    
    
    74.2
    
    
    
    71.8Gross profit
    
    
    25.8
    
    
    
    28.2Selling expense
    
    
    24.6
    
    
    
    22.2General and administrative expense
    
    
    10.1
    
    
    
    9.7Loss on disposal of property and equipment
    
    
    0.5
    
    
    
    0.6Operating loss
    
    
    (9.4
    )
    
    
    (4.2
    )Other income, net
    
    
    
    
    
    
    Interest expense
    
    
    (1.8
    )
    
    
    (2.0
    )Loss before income taxes
    
    
    (11.2
    )
    
    
    (6.2
    )Benefit from income taxes
    
    
    
    
    
    
    Net loss
    
    
    (11.2
    )%
    
    
    (6.2
    )%
  Thirteen
    
    
    ThirteenWeeks Ended
    
    
    Weeks EndedMay 3, 2008
    
    
    May 2, 2009Number of stores at beginning of period
    
    
    249
    
    
    
    239Stores opened during period
    
    
    1
    
    
    
    1Stores closed during period
    
    
    (1
    )
    
    
    (1
    )Number of stores at end of period
    
    
    249
    
    
    
    239
 Thirteen Weeks Ended May 2, 2009 Compared to Thirteen Weeks Ended May 3, 2008
 Net sales.
 Gross profit.
 Selling expense.
 17




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##### Table of Contents



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




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##### Table of Contents



May 3, 2008
    
    January 31, 2009
    
    May 2, 2009Cash
    
    $
    161,861
    
    
    $
    134,676
    
    
    $
    140,689Inventories
    
    
    23,611,088
    
    
    
    20,976,352
    
    
    
    22,610,030Total current assets
    
    
    28,406,463
    
    
    
    23,512,002
    
    
    
    25,739,002Property and equipment, net
    
    
    41,861,317
    
    
    
    34,029,666
    
    
    
    32,167,120Total assets
    
    
    71,479,341
    
    
    
    58,508,192
    
    
    
    58,918,055Revolving credit facility
    
    
    11,510,954
    
    
    
    11,482,862
    
    
    
    13,835,294Subordinated convertible debentures
    
    
    4,000,000
    
    
    
    4,000,000
    
    
    
    4,000,000Subordinated secured term loan
    
    
    5,770,633
    
    
    
    4,817,282
    
    
    
    4,281,389Total current liabilities
    
    
    41,245,540
    
    
    
    38,283,963
    
    
    
    41,250,790Total shareholders equity
    
    
    20,037,124
    
    
    
    10,449,400
    
    
    
    8,000,447Net working capital
    
    
    (12,839,077
    )
    
    
    (14,771,961
    )
    
    
    (15,511,788
    )Unused borrowing capacity*
    
    
    2,459,244
    
    
    
    736,030
    
    
    
    346,891
 
 *
    
    as calculated under the terms of our revolving credit facility 19




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##### Table of Contents



Operating activities
   Investing activities
   Financing activities
  Revolving Credit Facility
    20




---



##### Table of Contents



Subordinated Secured Term Loan
      21




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##### Table of Contents



Subordinated Convertible Debentures
  22




---



##### Table of Contents



2005 Private Placement of Common Stock and Warrants
    23




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##### Table of Contents



IPO Warrants
  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(1)
    
    $
    10,833,335
    
    
    $
    3,676,493
    
    
    $
    2,964,731
    
    
    $
    4,192,111
    
    
    $
    Operating lease obligations (2)
    
    
    150,329,568
    
    
    
    25,624,140
    
    
    
    45,796,586
    
    
    
    38,829,146
    
    
    
    40,079,696Purchase obligations (3)
    
    
    21,054,964
    
    
    
    20,892,964
    
    
    
    162,000
    
    
    
    
    
    
    
    Total
    
    $
    182,217,867
    
    
    $
    50,193,597
    
    
    $
    48,923,317
    
    
    $
    43,021,257
    
    
    $
    40,079,696
 
 (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 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.
 24




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##### Table of Contents



Internal Control Over Financial Reporting.
 25




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
   
 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
  26




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##### Table of Contents



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




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description3.1
    
    Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Companys
Annual Report on Form 10-K for the fiscal year ended January
3, 2004 filed on April 2, 2004 (File No. 000-50563)).3.2
    
    Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Companys Annual Report on Form 10-K for
the fiscal year ended January 3, 2004 filed on April 2, 2004
(File No. 000-50563)).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 February 4, 2008 (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 and among the
Company, Private Equity Management Group, Inc. and the Lender
named therein (incorporated by reference to Exhibit 4.3 to the
Companys Current Report on Form 8-K filed on February 4, 2008
(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
Current Report on Form 8-K filed on February 4, 2008 (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 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 for the
quarter year ended May 3, 2008 filed on June 17, 2008 (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)).10.1
    
    Summary of March 12, 2009 restricted stock awards for the
executive officers (incorporated by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K filed on March 18,
2009 (File No. 000-50563)).
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##### Table of Contents



Exhibit No.
    
    Description10.2
    
    Letter to Peter Edison outlining 2009 bonus levels
(incorporated by reference to Exhibit 10.4 to the Companys
Current Report on Form 8-K filed on March 18, 2009 (File No.
000-50563)).10.3
    
    Letter to Mark Ianni outlining 2009 bonus levels (incorporated
by reference to Exhibit 10.7 to the Companys Current Report
on Form 8-K filed on March 18, 2009 (File No. 000-50563)).10.4
    
    Letter to Joe Vander Pluym outlining 2009 bonus levels
(incorporated by reference to Exhibit 10.6 to the Companys
Current Report on Form 8-K filed on March 18, 2009 (File No.
000-50563)).10.5
    
    Letter to Stan Tusman outlining 2009 bonus levels
(incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K filed on March 18, 2009 (File No.
000-50563)).10.6
    
    Letter to Charlie Daniel outlining 2009 bonus levels
(incorporated by reference to Exhibit 10.8 to the Companys
Current Report on Form 8-K filed on March 18, 2009 (File No.
000-50563)).10.7
    
    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)).10.8
    
    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)).10.9
    
    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)).10.10
    
    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)).10.11
    
    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)).10.12
    
    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)).10.13
    
    Third 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 10.7 to the Companys Current Report on Form 8-K
filed on April 15, 2009 (File No. 000-50563)).11.1
    
    Statement regarding computation of per share earnings
(incorporated by reference from Note 8 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).
 29