|
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
CHARMING SHOPPES, INC.
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
PENNSYLVANIA
|
23-1721355
|
|||
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
3750 STATE ROAD, BENSALEM,
PA 19020
|
(215) 245-9100
|
|||
(Address
of principal executive offices) (Zip
Code)
|
(Registrant’s
telephone number, including Area Code)
|
Title of Each Class
|
Name of Each Exchange on Which
Registered
|
||
Common
Stock (par value $.10 per share)
|
The
NASDAQ Stock Market LLC
|
||
Chicago
Stock Exchange, Inc.
|
|||
Stock
Purchase Rights
|
The
NASDAQ Stock Market LLC
|
None
|
(Title
of Class)
|
Yes
x
|
No
o
|
Yes
o
|
No
x
|
Yes
x
|
No
o
|
Large
Accelerated Filer x
|
Accelerated
Filer o
|
Non-accelerated
Filer o
|
Smaller
Reporting Company o
|
Yes
o
|
No
x
|
Page
|
||
1
|
||
1
|
||
3
|
||
8
|
||
9
|
||
9
|
||
10
|
||
10
|
||
10
|
||
10
|
||
11
|
||
11
|
||
17
|
||
19
|
||
19
|
||
20
|
||
20
|
||
21
|
||
22
|
||
25
|
||
26
|
||
26
|
||
30
|
||
39
|
||
43
|
||
|
56
|
|
66
|
||
67
|
||
67
|
||
67
|
||
67
|
||
68
|
||
70
|
||
71
|
||
72
|
Page
|
||
Item
8
|
Financial
Statements and Supplementary Data (Continued)
|
|
73
|
||
74
|
||
76
|
||
134
|
||
134
|
||
134
|
||
135
|
||
135
|
||
135
|
||
136
|
||
136
|
||
137
|
||
152
|
||
153
|
Year
Ended
|
||||||||||||
January
31,
|
February
2,
|
February
3,
|
||||||||||
2009
|
2008
|
2007
|
||||||||||
Store
Activity:
|
||||||||||||
Number
of stores open at beginning of
period
|
2,409 | 2,378 | 2,236 | |||||||||
Opened
during
period
|
48 | (1) | 103 | (2) | 198 | (3) | ||||||
Closed
during
period
|
(156 | )(4) | (72 | ) | (56 | ) | ||||||
Number
of stores open at end of
period
|
2,301 | 2,409 | 2,378 | |||||||||
Number
of Stores Open at End of Period by Brand:
|
||||||||||||
FASHION
BUG
|
897 | 989 | 1,009 | |||||||||
LANE
BRYANT
|
892 | (5) | 896 | (5) | 859 | (5) | ||||||
CATHERINES
|
463 | 468 | 465 | |||||||||
PETITE
SOPHISTICATE
OUTLET
|
49 | 56 | (6) | 45 | ||||||||
Number
of stores open at end of
period
|
2,301 | 2,409 | 2,378 | |||||||||
____________________
|
||||||||||||
(1)
Includes 7 LANE BRYANT OUTLET stores, 11 LANE BRYANT/CACIQUE intimate
apparel side-by-side stores, and 4 PETITE SOPHISTICATE OUTLET
stores.
|
||||||||||||
(2)
Includes 19 LANE BRYANT OUTLET stores, 37 LANE BRYANT intimate apparel
side-by-side stores, 7 PETITE SOPHISTICATE OUTLET stores, and 4 PETITE
SOPHISTICATE stores.
|
||||||||||||
(3)
Includes 82 LANE BRYANT OUTLET stores and 45 PETITE SOPHISTICATE OUTLET
stores.
|
||||||||||||
(4)
Includes 78 FASHION BUG, 10 CATHERINES, 21 LANE BRYANT, 2 LANE BRYANT
OUTLET, 1 PETITE SOPHISTICATE OUTLET, and 4 PETITE SOPHISTICATE stores in
connection with the closure of under-performing stores announced in
February 2008.
|
||||||||||||
|
||||||||||||
(5)
Includes LANE BRYANT OUTLET stores as follows: 106 in Fiscal 2009, 101 in
Fiscal 2008, and 82 in Fiscal 2007.
|
||||||||||||
(6)
Includes 4 PETITE SOPHISTICATE stores.
|
Openings
|
Closings(1)
|
Relocations
|
||||||||||
FASHION
BUG
|
0 | 45 | 3 | |||||||||
LANE
BRYANT
|
6 | 30 | 9 | |||||||||
CATHERINES
|
0 | 13 | 0 | |||||||||
PETITE
SOPHISTICATE OUTLET
|
0 | 12 | 0 | |||||||||
Total
|
6 | 100 | 12 | |||||||||
____________________
|
||||||||||||
(1)
Closure
of under-performing stores announced in November 2008.
|
●
|
political
instability;
|
●
|
increased
security requirements applicable to imported goods;
|
●
|
trade
restrictions;
|
●
|
imposition
of or changes in duties, quotas, taxes, and other charges on
imports;
|
●
|
currency
and exchange risks;
|
●
|
issues
relating to compliance with domestic or international labor
standards;
|
●
|
concerns
over anti-dumping;
|
●
|
delays
in shipping; or
|
●
|
increased
costs of transportation.
|
●
|
do
not permit cumulative voting;
|
●
|
permit
our board to issue "blank check" preferred stock without shareholder
approval;
|
●
|
require
certain advance notice procedures with regard to the nomination of
candidates for election as directors, other than nominations by or at the
direction of our board;
|
●
|
prevent
our directors from being removed without cause except upon super-majority
shareholder approval; and
|
●
|
prevent
a holder of 20% or more of our common stock from taking certain actions
without certain approvals.
|
Period
|
Number
of
Leases Expiring
|
2009
|
126(1)
|
2010
– 2014
|
652
|
2015
– 2019
|
512
|
2020
– 2024
|
650
|
2025
– 2029
|
304
|
2030
– 2034
|
42
|
Thereafter
|
12
|
____________________
|
|
(1)Includes
70 stores on month-to-month
leases.
|
Size
in
|
Leased/
|
||
Sq. Feet
|
Location
|
Owned
|
Description
|
1,040,000
|
Greencastle,
IN
|
Owned
|
FASHION
BUG, LANE BRYANT OUTLET, and PETITE SOPHISTICATE OUTLET distribution
center
|
513,000
|
White
Marsh, MD
|
Owned
|
LANE
BRYANT and CATHERINES distribution center
|
288,000
|
Tucson,
AZ
|
Leased
|
Crosstown
Traders transitional distribution center(1)
|
240,000
|
Wilmington,
NC
|
Leased
|
Crosstown
Traders transitional distribution center(1)
|
145,000
|
Bensalem,
PA
|
Owned
|
Corporate
headquarters, technology center, and administrative
offices
|
142,000
|
Bensalem,
PA
|
Leased
|
FASHION
BUG, CATHERINES,(2)
LANE BRYANT OUTLET, and PETITE SOPHISTICATE OUTLET home offices and
corporate administrative offices
|
135,000
|
Columbus,
OH
|
Leased
|
LANE
BRYANT home office
|
125,000
|
Marshfield,
WI
|
Owned
|
FIGI’S
distribution center
|
122,000
|
Stevens
Point, WI
|
Leased
|
FIGI’S
distribution and call centers
|
108,000
|
Tucson,
AZ
|
Leased
|
Crosstown
Traders transitional distribution center(1)
|
71,000
|
Marshfield,
WI
|
Owned
|
FIGI’S
warehouse
|
64,000
|
Marshfield,
WI
|
Owned
|
FIGI’S
administrative offices and call center
|
63,000
|
Memphis,
TN
|
Owned
|
Currently
idle(2)
|
52,000
|
Tucson,
AZ
|
Leased
|
Crosstown
Traders transitional offices(1)
|
46,000
|
Neillsville,
WI
|
Owned
|
FIGI’S
catalog distribution center
|
40,000
|
Marshfield,
WI
|
Owned
|
FIGI’S
warehouse
|
36,000
|
Tucson,
AZ
|
Leased
|
Crosstown
Traders transitional offices(1)
|
30,000
|
Miami
Township, OH
|
Leased
|
Spirit
of America National Bank (our wholly-owned credit card bank subsidiary)
and credit operations
|
23,000
|
Hong
Kong, PRC
|
Owned
|
International
sourcing offices
|
17,000
|
New
York, NY
|
Leased
|
e-commerce
operations (through March 2009)
|
16,000
|
Marshfield,
WI
|
Owned
|
FIGI’S
manufacturing facility
|
15,000
|
Tucson,
AZ
|
Leased
|
Crosstown
Traders transitional offices(1)
|
11,000
|
Hangzhou,
PRC
|
Leased
|
International
sourcing offices
|
7,000
|
New
Delhi, India
|
Leased
|
International
sourcing offices
|
____________________
|
|||
(1)
In September 2008 we sold our Crosstown Traders non-core misses apparel
catalogs to an affiliate of Orchard Brands. In connection with
the sale we retained certain components of their infrastructure and
entered into transitional service agreements with an affiliate of Orchard
Brands. See “Item 1. Business;
DIRECT-TO-CONSUMER SEGMENT” above for additional
information.
|
|||
(2)
During Fiscal 2009 we relocated our CATHERINES operations from Memphis,
Tennessee to Bensalem, Pennsylvania in connection with the consolidation
of a number of our operating
functions.
|
Fiscal 2009
|
Fiscal 2008
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
1st
Quarter
|
$ | 6.83 | $ | 4.26 | $ | 13.38 | $ | 11.33 | ||||||||
2nd
Quarter
|
6.20 | 4.14 | 12.92 | 9.16 | ||||||||||||
3rd
Quarter
|
6.35 | 1.01 | 9.72 | 6.79 | ||||||||||||
4th
Quarter
|
2.88 | 0.57 | 7.34 | 4.01 |
Total
|
Maximum
|
|||||||||||||||
Number
|
Number
of
|
|||||||||||||||
of
Shares
|
Shares
that
|
|||||||||||||||
Total
|
Purchased
as
|
May
Yet be
|
||||||||||||||
Number
|
Average
|
Part
of Publicly
|
Purchased
|
|||||||||||||
of
Shares
|
Price
Paid
|
Announced
Plans
|
Under
the Plans
|
|||||||||||||
Period
|
Purchased
|
per Share
|
or Programs(2)
|
or Programs(2)
|
||||||||||||
November
2, 2008 through
|
||||||||||||||||
November 29,
2008
|
6,926 | (1) | $ | 1.29 | – | |||||||||||
November
30, 2008 through
|
||||||||||||||||
January 3, 2009
|
39 | (1) | 1.60 | – | ||||||||||||
January
4, 2009 through
|
||||||||||||||||
January 31,
2009
|
2,214 | (1) | 1.28 | – | ||||||||||||
Total
|
9,179 | $ | 1.29 | – | (2) | |||||||||||
____________________
|
||||||||||||||||
(1)
Shares withheld for the payment of payroll taxes on employee stock awards
that vested during the period.
|
||||||||||||||||
(2)
On November 8, 2007 we publicly announced that our Board of Directors
granted authority to repurchase shares of our common stock up to an
aggregate value of $200 million. Shares may be purchased in the open
market or through privately-negotiated transactions, as market conditions
allow. As of February 2, 2008 no shares had been purchased under this
plan. During the period from February 3, 2008 through May 3, 2008 we
repurchased a total of 505,406 shares of stock ($5.21 average price paid
per share) in the open market under this program. During the period
from May 4, 2008 through January 31, 2009 no shares were purchased under
this plan. As of January 31, 2009, $197,364,592 was available for
future repurchases under this program. This repurchase program has no
expiration date.
|
1/31/04
|
1/29/05
|
1/28/06
|
2/3/07
|
2/2/08
|
1/31/09
|
|||||||||||||||||||
Charming
Shoppes, Inc.
|
$ | 100 | $ | 137 | $ | 214 | $ | 225 | $ | 117 | $ | 18 | ||||||||||||
Russell
2000 Composite Index
|
100 | 107 | 129 | 144 | 132 | 81 | ||||||||||||||||||
Dow
Jones U.S. Retailers – Apparel Index
|
100 | 121 | 138 | 167 | 132 | 69 |
Year
Ended
|
||||||||||||||||||||
Jan.
31,
|
Feb.
2,
|
Feb.
3,
|
Jan.
28,
|
Jan.
29,
|
||||||||||||||||
(Dollars
in thousands, except per share amounts)
|
2009
|
2008
|
2007(1)
|
2006
|
2005
|
|||||||||||||||
Operating
Statement Data:
|
||||||||||||||||||||
Net
sales
|
$ | 2,474,898 | $ | 2,722,462 | $ | 2,751,845 | $ | 2,553,645 | $ | 2,334,736 | ||||||||||
Cost
of goods sold, buying, catalog, and
|
||||||||||||||||||||
occupancy
expenses
|
1,846,954 | 1,954,495 | 1,890,565 | 1,763,693 | 1,642,650 | |||||||||||||||
Selling,
general, and administrative expenses
|
692,110 | 719,107 | 699,009 | 638,403 | 577,301 | |||||||||||||||
Impairment
of store assets, goodwill, and trademarks
|
81,498 | (2) | 27,197 | (2) | 0 | 0 | 0 | |||||||||||||
Restructuring
and other
charges
|
33,145 | (3) | 5,332 | (3) | 0 | 0 | 605 | (4) | ||||||||||||
Total
operating
expenses
|
2,653,707 | 2,706,131 | 2,589,574 | 2,402,096 | 2,220,556 | |||||||||||||||
Income/(loss)
from
operations
|
(178,809 | ) | 16,331 | 162,271 | 151,549 | 114,180 | ||||||||||||||
Other
income
|
4,430 | 8,793 | 8,273 | 7,474 | 3,098 | |||||||||||||||
Interest
expense
|
(8,795 | ) | (10,552 | ) | (14,746 | ) | (17,885 | ) | (15,610 | ) | ||||||||||
Income/(loss)
from continuing operations
|
||||||||||||||||||||
before income taxes and
extraordinary item
|
(183,174 | ) | 14,572 | 155,798 | 141,138 | 101,668 | ||||||||||||||
Income
tax
provision/(benefit)
|
(13,885 | ) | 13,858 | 53,839 | 48,718 | 37,142 | ||||||||||||||
Income/(loss)
from continuing operations
|
||||||||||||||||||||
before extraordinary
item
|
(169,289 | ) | 714 | 101,959 | 92,420 | 64,526 | ||||||||||||||
Income/(loss)
from discontinued operations, net of income
|
||||||||||||||||||||
taxes(5)
|
(74,922 | ) | (85,039 | ) | 6,964 | 6,971 | 0 | |||||||||||||
Extraordinary
item, net of income
taxes
|
0 | 912 | 0 | 0 | 0 | |||||||||||||||
Net
income/(loss)
|
$ | (244,211 | ) | $ | (83,413 | ) | $ | 108,923 | $ | 99,391 | $ | 64,526 | ||||||||
Basic
income/(loss) per share:
|
||||||||||||||||||||
Continuing
operations before extraordinary item
|
$ | (1.48 | ) | $ | .01 | $ | .83 | $ | .77 | $ | .56 | |||||||||
Discontinued
operations, net of income taxes(5)
|
(.65 | ) | (.70 | ) | .06 | .06 | .00 | |||||||||||||
Net
income/(loss)(6)
|
$ | (2.13 | ) | $ | (.69 | ) | $ | .89 | $ | .83 | $ | .56 | ||||||||
Basic
weighted average common shares outstanding
|
114,690 | 121,160 | 122,388 | 119,831 | 116,196 | |||||||||||||||
Diluted
income/(loss) per share:
|
||||||||||||||||||||
Continuing
operations before extraordinary item
|
$ | (1.48 | ) | $ | .01 | $ | .76 | $ | .71 | $ | .52 | |||||||||
Discontinued
operations, net of income taxes(5)
|
(.65 | ) | (.69 | ) | .05 | .05 | .00 | |||||||||||||
Net
income/(loss)(6)
|
$ | (2.13 | ) | $ | (.68 | ) | $ | .81 | $ | .76 | $ | .52 | ||||||||
Diluted
weighted average common shares and
|
||||||||||||||||||||
equivalents
outstanding
|
114,690 | 122,426 | 139,763 | 137,064 | 133,174 | |||||||||||||||
_______________________
|
||||||||||||||||||||
(1)
Fiscal 2007 consisted of 53 weeks.
|
||||||||||||||||||||
(2)
See “Item 8. Financial
Statements and Supplementary Data; Notes to Consolidated Financial
Statements; NOTE
13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND TRADEMARKS” below.
|
||||||||||||||||||||
(3)
See “Item 8. Financial
Statements and Supplementary Data; Notes to Consolidated Financial
Statements; “NOTE 14. RESTRUCTURING AND
OTHER CHARGES”
below.
|
||||||||||||||||||||
(4)
Additional lease termination costs related to a cost reduction plan
implemented and substantially completed during Fiscal
2004.
|
||||||||||||||||||||
(5)
See “Item 8. Financial
Statements and Supplementary Data; Notes to Consolidated Financial
Statements; NOTE
2. DISCONTINUED OPERATIONS” below.
|
||||||||||||||||||||
(6)
Results may not add due to rounding.
|
Year
Ended
|
||||||||||||||||||||
Jan.
31,
|
Feb.
2,
|
Feb.
3,
|
Jan.
28,
|
Jan.
29,
|
||||||||||||||||
(Dollars
in thousands, except per share amounts)
|
2009
|
2008
|
2007(2)
|
2006
|
2005
|
|||||||||||||||
Performance
Data(1):
|
||||||||||||||||||||
Net
return on average stockholders’ equity
|
(28.3 | )% | 0.1 | % | 11.6 | % | 12.3 | % | 10.1 | % | ||||||||||
Net
return on average total
assets
|
(12.2 | ) | 0.0 | 6.2 | 6.5 | 5.2 | ||||||||||||||
As
Of
|
||||||||||||||||||||
Jan.
31,
|
Feb.
2,
|
Feb.
3,
|
Jan.
28,
|
Jan.
29,
|
||||||||||||||||
(Dollars
in thousands)
|
2009
|
2008(3)
|
2007(3)
|
2006(3)
|
2005
|
|||||||||||||||
Balance
Sheet Data:
|
||||||||||||||||||||
Total
assets
|
$ | 1,279,692 | $ | 1,613,304 | $ | 1,705,723 | $ | 1,572,583 | $ | 1,303,771 | ||||||||||
Current
portion – long-term
debt
|
6,746 | 8,827 | 10,887 | 14,765 | 16,419 | |||||||||||||||
Long-term
debt
|
305,635 | 306,169 | 181,124 | 191,979 | 208,645 | |||||||||||||||
Working
capital
|
382,651 | 495,096 | 460,620 | 344,229 | 413,989 | |||||||||||||||
Stockholders’
equity
|
465,866 | 730,444 | 947,538 | 814,348 | 694,464 | |||||||||||||||
____________________
|
||||||||||||||||||||
(1)
Based on net income/(loss) from continuing operations.
|
||||||||||||||||||||
(2)
Fiscal 2007 consisted of 53 weeks.
|
||||||||||||||||||||
(3)
Includes
discontinued operations (see “Item
8. Financial Statements and Supplementary Data; Notes to Consolidated
Financial Statements; NOTE 2.
DISCONTINUED OPERATIONS”
below).
|
●
|
Our
business is dependent upon our ability to accurately predict rapidly
changing fashion trends, customer preferences, and other fashion-related
factors, which we may not be able to successfully accomplish in the
future.
|
●
|
The
women’s specialty retail apparel and direct-to-consumer markets are highly
competitive and we may be unable to compete successfully against existing
or future competitors.
|
●
|
We
cannot assure the successful implementation of our business plan for
increased profitability and growth in our Retail Stores or
Direct-to-Consumer segments and we may be unable to successfully implement
our plan to improve merchandise assortments. Recent changes in
management may fail to achieve improvement in our operating
results.
|
●
|
A
continuing slowdown in the United States economy, an uncertain economic
outlook, and fluctuating energy costs could lead to reduced consumer
demand for our products in the future.
|
●
|
Our
inability to successfully manage labor costs, occupancy costs, or other
operating costs, or our inability to take advantage of opportunities to
reduce operating costs, could adversely affect our operating margins and
our results of operations. We cannot assure the successful
implementation of our planned cost reduction and capital budget reduction
plans or the realization of our anticipated annualized expense savings
from our restructuring programs. We may be unable to obtain
adequate insurance for our operations at a reasonable
cost.
|
●
|
We
are subject to the Fair Labor Standards Act and various state and Federal
laws and regulations governing such matters as minimum wages, exempt
status classification, overtime, and employee benefits. Changes
in Federal or state laws or regulations regarding minimum wages,
unionization, or other employee benefits could cause us to incur
additional wage and benefit costs, which could adversely affect our
results of operations. Changes in legislation limiting interest
rates and other credit card charges that can be billed on credit card
accounts could negatively impact the operating margins of our credit
operation.
|
●
|
We
depend on the availability of credit for our working capital needs,
including credit we receive from our suppliers and their agents, and on
our credit card securitization facilities. The current global
financial crisis could adversely affect our ability or the ability of our
vendors to secure adequate credit financing. If we or our
vendors are unable to obtain sufficient financing at an affordable cost,
our ability to merchandise our retail stores or e-commerce businesses
could be adversely affected.
|
●
|
We
plan to refinance our maturing credit card term securitization series with
our credit conduit facilities, which are renewed annually, or through the
issuance of a new term series. To the extent that our conduit
facilities are not renewed they would begin to amortize and we would
finance this amortization using our committed revolving credit facilities
to the extent available. There is no assurance that we can
refinance or renew our conduit facilities on terms comparable to our
existing facilities or that there would be sufficient availability under
our revolving credit facilities for such financing. Without
adequate liquidity, our ability to offer our credit program to our
customers and consequently our financial condition and results of
operations, would be adversely affected.
|
●
|
Our
Retail Stores and Direct-to-Consumer segments experience seasonal
fluctuations in net sales and operating income. Any decrease in
sales or margins during our peak sales periods or in the availability of
working capital during the months preceding such periods could have a
material adverse effect on our business. In addition, extreme
or unseasonable weather conditions may have a negative impact on our
sales.
|
●
|
We
cannot assure the successful implementation of our business plan for the
development of our core brands and transformation to a vertical store
model, that we will realize increased profitability through operating
under a vertical store model, or that we will achieve our objectives as
quickly or as effectively as we hope. We cannot assure the
successful sale of our FIGI’S catalog.
|
●
|
We
depend on the efforts and abilities of our executive officers and their
management teams and we may not be able to retain or replace these
employees or recruit additional qualified personnel. The
inability to find a suitable permanent replacement for our Interim Chief
Executive Officer within a reasonable time period could have a material
adverse affect on our business.
|
●
|
Our
business plan is largely dependent upon continued growth in the plus-size
women’s apparel market, which may not occur.
|
●
|
We
depend on our distribution and fulfillment centers and third-party freight
consolidators and service providers, and could incur significantly higher
costs and longer lead times associated with distributing our products to
our stores and shipping our products to our e-commerce and catalog
customers if operations at any of these locations were to be disrupted for
any reason.
|
●
|
Natural
disasters, as well as war, acts of terrorism, or other armed conflict, or
the threat of any such event may negatively impact availability of
merchandise and customer traffic to our stores, or otherwise adversely
affect our business.
|
●
|
Successful
operation of our e-commerce websites and our catalog business is dependent
on our ability to maintain efficient and uninterrupted customer service
and fulfillment operations. We cannot assure the successful
implementation of our new and upgraded e-commerce platform and the
consolidation of our e-commerce business at our Bensalem, Pennsylvania
headquarters.
|
●
|
We
rely significantly on foreign sources of production and face a variety of
risks generally associated with doing business in foreign markets and
importing merchandise from abroad. Such risks include (but are
not necessarily limited to) political instability; imposition of or
changes in duties or quotas; trade restrictions; increased security
requirements applicable to imports; delays in shipping; increased costs of
transportation; and issues relating to compliance with domestic or
international labor standards.
|
●
|
Our
manufacturers may be unable to manufacture and deliver merchandise to us
in a timely manner or to meet our quality standards. In
addition, if any one of our manufacturers or vendors fails to operate in
compliance with applicable laws and regulations, is perceived by the
public as failing to meet certain labor standards in the United States, or
employs unfair labor practices, our business could be adversely
affected.
|
●
|
Our
long-term growth plan depends on our ability to open and profitably
operate new retail stores, to convert, where applicable, the formats of
existing stores on a profitable basis, and continue to expand our outlet
distribution channel. Our retail stores depend upon a high
volume of traffic in the strip centers and malls in which our stores are
located, and our future retail store growth is dependent upon the
availability of suitable locations for new stores. In addition,
we will need to identify, hire, and retain a sufficient number of
qualified personnel to work in our stores. We cannot assure
that desirable store locations will continue to be available, or that we
will be able to hire and retain a sufficient number of suitable sales
associates at our stores.
|
●
|
We
may be unable to protect our trademarks and other intellectual property
rights, which are important to our success and our competitive
position.
|
●
|
Inadequate
systems capacity, a disruption or slowdown in telecommunications services,
changes in technology, changes in government regulations, systems issues,
security breaches, a failure to integrate order management systems, or
customer privacy issues could result in reduced sales or increases in
operating expenses as a result of our efforts or our inability to remedy
such issues.
|
●
|
We
continually evaluate our portfolio of businesses and may decide to acquire
or divest businesses or enter into joint venture or strategic
alliances. If we fail to integrate and manage acquired
businesses successfully or fail to manage the risks associated with
divestitures, joint ventures, or other alliances, our business, financial
condition, and operating results could be materially and adversely
affected.
|
●
|
Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to
include our assessment of the effectiveness of our internal control over
financial reporting in our annual reports. Our independent
registered public accounting firm is also required to report on whether or
not they believe that we maintained, in all material respects, effective
internal control over financial reporting. If we are unable to
maintain effective internal control over financial reporting we could be
subject to regulatory sanctions and a possible loss of public confidence
in the reliability of our financial reporting. Such a failure
could result in our inability to provide timely and/or reliable financial
information and could adversely affect our business.
|
●
|
The
holders of our 1.125% Senior Convertible Notes due May 1, 2014 (the 1.125%
Notes) could require us to repurchase the principal amount of the notes
for cash before maturity of the notes upon the occurrence of a
“fundamental change” as defined in the prospectus filed in connection with
the 1.125% Notes. Such a repurchase would require significant
amounts of cash, would be subject to important limitations on our ability
to repurchase, such as the risk of our inability to obtain funds for such
repurchase, and could adversely affect our financial
condition.
|
●
|
If
the minimum closing bid price of our common stock fails to meet NASDAQ’s
minimum closing bid price requirement of $1.00 per share for a consecutive
30-day period, NASDAQ may take steps to de-list our common
stock. On March 23, 2009, NASDAQ suspended the $1.00 per share
minimum closing bid price requirement through at least July 20,
2009. We can provide no assurance, however, that NASDAQ will
extend this rule suspension period beyond July 20, 2009. Such a de-listing
would likely have an adverse impact on our common stock. We may
seek to avoid this by requesting shareholder approval for a reverse stock
split. However, we can give no assurance that such action would
stabilize the market price, improve the liquidity of our common stock, or
would prevent our common stock from dropping below the NASDAQ minimum bid
price requirement in the future. Such consequences may however
be mitigated by our dual-listing on the Chicago Stock
Exchange.
Holders
of our 1.125% Notes have the right to require us to repurchase their notes
for cash prior to maturity upon a “fundamental change,” which is deemed to
have occurred if, among other events, our common stock at any time is not
listed for trading on a U.S. national or regional securities
exchange. Due to the above risk that we could be subject to
de-listing from the NASDAQ Global Select Market, we applied for
dual-listing on the Chicago Stock Exchange (“CHX”) and began trading on
March 26, 2009. The CHX does not have a $1.00 minimum stock
price requirement for listing.
|
●
|
Changes
to existing accounting rules or the adoption of new rules could have an
adverse impact on our reported results of operations.
|
●
|
We
make certain significant assumptions, estimates, and projections related
to the useful lives and valuation of our property, plant, and equipment
and the valuation of goodwill and other intangible assets related to
acquisitions. The carrying amount and/or useful life of these
assets are subject to periodic and/or annual valuation tests for
impairment. Impairment results when the carrying value of an
asset exceeds the undiscounted (or for goodwill and indefinite-lived
intangible assets the discounted) future cash flows associated with the
asset. If actual experience were to differ materially from the
assumptions, estimates, and projections used to determine useful lives or
the valuation of property, plant, equipment, or intangible assets, a
write-down for impairment of the carrying value of the assets, or
acceleration of depreciation or amortization of the assets, could
result. Such a write-down or acceleration of depreciation or
amortization could have an adverse impact on our reported results of
operations. See “CRITICAL ACCOUNTING POLICIES;
Impairment
of Property, Plant, and Equipment, Intangible Assets, and Goodwill”
and “Item 8. Financial
Statements and Supplementary Data; Notes to Consolidated Financial
Statements; NOTE
13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND
TRADEMARKS” below.
|
(In
millions)
|
10% Change
|
20% Change
|
||||||
Assumption:
|
||||||||
Payment
rate
|
$ | 1.6 | $ | 2.8 | ||||
Residual
cash flows discount
rate
|
0.1 | 0.1 | ||||||
Credit
loss
percentage
|
1.6 | 3.2 |
●
|
Refocus
on our core retail brands.
|
●
|
Divest
non-core assets.
|
●
|
Substantially
reduce operating expenses and streamline operations.
|
●
|
Maintain
and protect our strong balance sheet and liquidity
position.
|
●
|
Corporate
and Brand overhead;
|
●
|
Non-merchandise
expense;
|
●
|
Occupancy
expense;
|
●
|
Supply
chain; and
|
●
|
Store
operations.
|
Percentage
Increase
|
|||||||
(Decrease)
|
|||||||
Percentage of Net
Sales(1)
|
From Prior Year
|
||||||
Fiscal
|
Fiscal
|
Fiscal
|
Fiscal
|
Fiscal
|
|||
2009
|
2008
|
2007(2)
|
2009-2008
|
2008-2007(2)
|
|||
Net
sales
|
100.0%
|
100.0%
|
100.0%
|
(9.1)%
|
(1.1)%
|
||
Cost
of goods sold, buying, catalog, and
|
|||||||
occupancy
expenses
|
74.6
|
71.8
|
68.7
|
(5.5)
|
3.4
|
||
Selling,
general, and administrative expenses
|
28.0
|
26.4
|
25.4
|
(3.8)
|
2.9
|
||
Impairment
of store assets, goodwill, and trademarks
|
3.3
|
1.0
|
–
|
199.7
|
–
|
||
Restructuring
and other charges
|
1.3
|
0.2
|
–
|
521.6
|
–
|
||
Income/(loss)
from operations
|
(7.2)
|
0.6
|
5.9
|
**
|
(89.9)
|
||
Other
income
|
0.2
|
0.3
|
0.3
|
(49.6)
|
6.3
|
||
Interest
expense
|
0.4
|
0.4
|
0.5
|
(16.7)
|
(28.4)
|
||
Income
tax (benefit)/provision
|
(0.6)
|
0.5
|
2.0
|
(200.2)
|
(74.3)
|
||
Income/(loss)
from continuing operations
|
(6.8)
|
0.0
|
3.7
|
**
|
(99.3)
|
||
Income/(loss)
from discontinued operations, net of taxes
|
(3.0)
|
(3.1)
|
0.3
|
(11.9)
|
**
|
||
Net
income/(loss)
|
(9.9)
|
(3.1)
|
4.0
|
(192.8)
|
(176.6)
|
||
____________________
|
|||||||
(1)
Results may not add due to rounding.
|
|||||||
(2)
Fiscal 2007 consisted of 53 weeks.
|
|||||||
**
Results not
meaningful.
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
||||||||||||||||||||||
January 31, 2009
|
February 2, 2008
|
February 3, 2007(1)
|
||||||||||||||||||||||
Fiscal
|
Fourth
|
Fiscal
|
Fourth
|
Fiscal
|
Fourth
|
|||||||||||||||||||
(In
millions)
|
Year
|
Quarter
|
Year
|
Quarter
|
Year
|
Quarter
|
||||||||||||||||||
LANE
BRYANT(2)
|
$ | 1,111.9 | $ | 273.0 | $ | 1,237.6 | $ | 323.6 | $ | 1,202.3 | $ | 357.1 | ||||||||||||
FASHION
BUG
|
843.8 | 183.8 | 984.1 | 225.8 | 1,058.3 | 269.1 | ||||||||||||||||||
CATHERINES
|
312.1 | 68.1 | 353.2 | 76.8 | 367.7 | 91.5 | ||||||||||||||||||
Other
retail stores(3)
|
24.3 | 5.5 | 15.8 | 5.7 | 8.1 | 6.2 | ||||||||||||||||||
Total
Retail Stores
segment
|
2,292.1 | 530.4 | 2,590.7 | 631.9 | 2,636.4 | 723.9 | ||||||||||||||||||
Total
Direct-to-Consumer segment
|
167.5 | 96.7 | 120.6 | 95.9 | 112.1 | 94.9 | ||||||||||||||||||
Corporate
and other(4)
|
15.3 | 4.8 | 11.2 | 4.0 | 3.3 | 1.9 | ||||||||||||||||||
Total
net
sales
|
$ | 2,474.9 | $ | 631.9 | $ | 2,722.5 | $ | 731.8 | $ | 2,751.8 | $ | 820.7 | ||||||||||||
____________________
|
||||||||||||||||||||||||
(1)
Fiscal Year 2007 and Fourth Quarter 2007 consisted of 53 weeks and 14
weeks, respectively.
|
||||||||||||||||||||||||
(2)
Includes LANE BRYANT OUTLET stores.
|
||||||||||||||||||||||||
(3)
Includes PETITE SOPHISTICATE OUTLET stores, which began operations in
September 2006, and PETITE SOPHISTICATE stores, which began operations in
October 2007 and were closed in August 2008.
|
||||||||||||||||||||||||
(4)
Primarily revenue related to loyalty card fees.
|
Year
Ended
|
Year
Ended
|
|||
January 31, 2009
|
February 2, 2008(1)
|
|||
Fiscal
|
Fourth
|
Fiscal
|
Fourth
|
|
Year
|
Quarter
|
Year
|
Quarter
|
|
Retail
Stores segment
|
||||
Increase/(decrease)
in comparable store sales:(2)
|
|
|||
Consolidated retail
stores
|
(12)%
|
(15)%
|
(5)%
|
(9)%
|
LANE BRYANT(4)
|
(12)
|
(17)
|
(6)
|
(9)
|
FASHION
BUG
|
(11)
|
(14)
|
(4)
|
(8)
|
CATHERINES
|
(13)
|
(11)
|
(3)
|
(11)
|
Sales
from new stores as a percentage of total
|
||||
consolidated prior-period net
sales:(3)
|
|
|||
LANE BRYANT(4)
|
4
|
3
|
6
|
3
|
FASHION
BUG
|
1
|
0
|
1
|
1
|
CATHERINES
|
0
|
0
|
0
|
0
|
Other retail stores(5)
|
0
|
0
|
0
|
2
|
Prior-period
sales from closed stores as a percentage
|
||||
of total consolidated
prior-period net sales:
|
||||
LANE BRYANT(4)
|
(3)
|
(3)
|
(1)
|
(1)
|
FASHION
BUG
|
(2)
|
(2)
|
(1)
|
(1)
|
CATHERINES
|
0
|
0
|
0
|
0
|
Decrease
in Retail Stores segment
sales
|
(12)
|
(16)
|
(2)
|
(13)
|
|
||||
Direct-to-Consumer
segment
|
||||
Increase
in Direct-to-Consumer segment
sales
|
39(6)
|
1(6)
|
8
|
(1)
|
|
||||
Decrease
in consolidated total net
sales
|
(9)
|
(14)
|
(1)
|
(11)
|
____________________
|
||||
(1)
Fiscal Year 2007 consisted of 53 weeks and Fourth Quarter 2007 consisted
of 14 weeks. Comparable store sales and changes in sales from
new stores and closed stores are based on equivalent 52-week and 13-week
periods. The decrease in Retail Stores segment sales,
increase/(decrease) in Direct-to-Consumer segment sales, and decrease in
consolidated net sales are based on the 52-week and 13-week periods for
Fiscal 2008 and the 53-week and 14-week periods for Fiscal
2007.
|
||||
(2)
“Comparable store sales” is not a measure that has been defined under
generally accepted accounting principles. The method of
calculating comparable store sales varies across the retail industry and,
therefore, our calculation of comparable store sales is not necessarily
comparable to similarly-titled measures reported by other
companies. We define comparable store sales as sales from
stores operating in both the current and prior-year
periods. New stores are added to the comparable store sales
base 13 months after their open date. Sales from stores that
are relocated within the same mall or strip-center, remodeled, or have a
legal square footage change of less than 20% are included in the
calculation of comparable store sales. Sales from stores that
are relocated outside the existing mall or strip-center, or have a legal
square footage change of 20% or more, are excluded from the calculation of
comparable store sales until 13 months after the relocated store is
opened. Stores that are temporarily closed for a period of 4
weeks or more are excluded from the calculation of comparable store sales
for the applicable periods in the year of closure and the subsequent
year. Non-store sales, such as catalog and internet sales, are
excluded from the calculation of comparable store
sales.
|
||||
(3)
Includes incremental Retail Stores segment e-commerce
sales.
|
||||
(4)
Includes LANE BRYANT OUTLET stores.
|
||||
(5)
Includes PETITE SOPHISTICATE stores, which were closed in August 2008, and
PETITE SOPHISTICATE OUTLET stores.
|
||||
(6)
Primarily due to LANE BRYANT WOMAN catalog, which began operations in the
latter half of Fiscal 2008. During the third quarter of Fiscal
2009 we decided to discontinue the LANE BRYANT WOMAN catalog during the
first quarter of Fiscal
2010.
|
FASHION
|
LANE
|
|||||||||||||||||||
BUG
|
BRYANT
|
CATHERINES
|
Other(1)
|
Total
|
||||||||||||||||
Fiscal
2009:
|
||||||||||||||||||||
Stores
at February 2, 2008
|
989 | 896 | 468 | 56 | 2,409 | |||||||||||||||
Stores
opened
|
5 | 32 | (2) | 7 | 4 | 48 | ||||||||||||||
Stores
closed(3)
|
(97 | ) | (36 | ) | (12 | ) | (11 | ) | (156 | ) | ||||||||||
Net
change in
stores
|
(92 | ) | (4 | ) | (5 | ) | (7 | ) | (108 | ) | ||||||||||
Stores
at January 31, 2009
|
897 | 892 | 463 | 49 | 2,301 | |||||||||||||||
Stores
relocated during period
|
10 | 36 | 6 | 0 | 52 | |||||||||||||||
Fiscal
2010
|
||||||||||||||||||||
Planned
store
openings
|
0 | 6 | 0 | 0 | 6 | |||||||||||||||
Planned
store closings(4)
|
45 | 30 | (5) | 13 | 12 | (6) | 100 | |||||||||||||
Planned
store
relocations
|
3 | 9 | 0 | 0 | 12 | |||||||||||||||
____________________
|
||||||||||||||||||||
(1)
Includes PETITE SOPHISTICATE and PETITE SOPHISTICATE OUTLET
stores.
|
||||||||||||||||||||
(2)
Includes 7 LANE BRYANT OUTLET stores.
|
||||||||||||||||||||
(3)
Includes 78 FASHION BUG, 10 CATHERINES, 21 LANE BRYANT, 2 LANE BRYANT
OUTLET, 1 PETITE SOPHISTICATE OUTLET and 4 PETITE SOPHISTICATE stores
closed as part of the streamlining initiatives announced in February
2008.
|
||||||||||||||||||||
(4)
Includes approximately 100 under-performing stores to be closed as
announced in November 2008.
|
||||||||||||||||||||
(5)
Includes 1 LANE BRYANT OUTLET store.
|
||||||||||||||||||||
(6)
PETITE SOPHISTICATE OUTLET stores.
|
●
|
$13.3
million for severance, retention, and related costs (including $9.4
million of severance costs in connection with the resignation of our
former Chief Executive Officer, Dorrit J. Bern, in July
2008).
|
●
|
$10.5
million for lease termination costs, non-cash accelerated depreciation,
and severance and retention related to initiatives announced during the
fourth quarter of Fiscal 2008.
|
●
|
$2.5
million for severance and non-cash accelerated depreciation for the
planned shutdown of the LANE BRYANT WOMAN catalog
operations.
|
●
|
$3.4
million for accelerated depreciation and asset write-downs related to
fixed assets retained from the sale of the non-core misses apparel catalog
business.
|
●
|
$3.4
million for costs related to other business transformation
initiatives.
|
●
|
$2.7
million for costs related to the transformation of our
operations into a vertical specialty store
model.
|
●
|
$2.4
million for accelerated depreciation and asset write-downs related to
fixed assets retained from the sale of the non-core misses apparel catalog
business.
|
●
|
$2.0
million for severance, retention, and related costs.
|
●
|
$1.3
million for severance and non-cash accelerated depreciation for the
planned shutdown of the LANE BRYANT CATALOG operations.
|
●
|
$(0.2)
million credit related to a reduction of a lease termination
liability.
|
Fiscal
|
Fiscal
|
Fiscal
|
||||||||||
(Dollars
in thousands)
|
2009
|
2008
|
2007
|
|||||||||
Cash
and cash equivalents
|
$ | 93,759 | $ | 60,978 | $ | 143,349 | ||||||
Available-for-sale
securities
|
6,398 | 13,364 | 1,997 | |||||||||
Cash
provided by operating activities
|
49,566 | 159,845 | 186,954 | |||||||||
Working
capital
|
382,651 | 495,096 | 410,193 | |||||||||
Current
ratio
|
2.4 | 2.4 | 2.2 | |||||||||
Long-term
debt to equity ratio
|
65.6 | % | 41.9 | % | 19.1 | % |
Payments
Due by Period
|
||||||||||||||||||||
One
to
|
Three
|
More
|
||||||||||||||||||
Less
Than
|
Three
|
To
Five
|
than
Five
|
|||||||||||||||||
(In
millions)
|
Total
|
One Year
|
Years
|
Years
|
Years
|
|||||||||||||||
Long-term
debt, including current portion(1)
|
$ | 316.4 | $ | 7.6 | $ | 19.5 | $ | 282.6 | $ | 6.7 | ||||||||||
Capital
leases
|
15.7 | 4.4 | 7.8 | 3.5 | 0.0 | |||||||||||||||
Operating
leases(2)
|
932.5 | 227.9 | 336.3 | 194.1 | 174.2 | |||||||||||||||
Revolving
credit facility(3)
|
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||
Letters
of credit(3)
|
0.2 | 0.2 | 0.0 | 0.0 | 0.0 | |||||||||||||||
Stand-by
letters of credit(3)
|
15.7 | 15.7 | 0.0 | 0.0 | 0.0 | |||||||||||||||
Long-term
deferred compensation(4)
|
0.7 | 0.4 | 0.2 | 0.0 | 0.1 | |||||||||||||||
Unrecognized
tax benefits(5)
|
1.3 | 1.3 | – | – | – | |||||||||||||||
Split-dollar
life insurance premiums(6)
|
19.3 | 1.5 | 2.9 | 2.7 | 12.2 | |||||||||||||||
Purchase
commitments(7)
|
384.1 | 384.1 | 0.0 | 0.0 | 0.0 | |||||||||||||||
Total
|
$ | 1,685.9 | $ | 643.1 | $ | 366.7 | $ | 482.9 | $ | 193.2 | ||||||||||
____________________
|
||||||||||||||||||||
(1)
Amounts represent the expected cash payments (including interest) of our
long-term debt (including our convertible debt through maturity and
excluding capital leases) and do not include any fair value adjustments,
bond premiums, discounts, or revolving credit facilities.
|
||||||||||||||||||||
(2)
Commitments under operating leases include $3.6 million payable under the
LANE BRYANT master sublease with Limited Brands, Inc., which we have
guaranteed.
|
||||||||||||||||||||
(3)
We currently have a $375 million revolving credit facility that expires on
July 28, 2010, which provides for cash borrowings and the ability to issue
up to $300 million of letters of credit. As of January 31, 2009,
there were no borrowings outstanding under this facility.
|
||||||||||||||||||||
(4)
Includes our non-qualified deferred compensation plan and supplemental
retirement plan. We have estimated the projected payment
obligations for participant planned in-service distributions of the
deferred compensation plan liability as of January 31, 2009. The
above estimate excludes $17.4 million of benefit distribution
obligations because the value of the obligations and the timing of
payments may vary annually due to changes in the fair value of the plan
assets and/or assumptions for participant retirement/termination.
We terminated our supplemental retirement plan as of December 31,
2008. Effective December 31, 2008 we will cease making retirement
credits to the plan, the interest rate to be credited on participants’
accounts will be reduced, and participants’ accounts will become fully
vested. Participants may elect to receive a distribution of their
accounts according to a fixed distribution schedule, which extends over
one to three years based on the account balance. The interest rate
reduction, distribution elections, and accelerated vesting only apply to
participants who are currently active employees.
|
||||||||||||||||||||
(5)
In accordance with FIN No. 48 (see “CRITICAL ACCOUNTING POLICIES;
Income Taxes” above) we have recorded liabilities for unrecognized
tax benefits of $29.2 million and accrued interest and penalties of $12.7
as of January 31, 2009. These liabilities are included in “Other
long-term liabilities” on our consolidated balance sheet. With the
exception of $1.3 million of unrecognized tax benefits that are reasonably
possible of being recognized within 12 months, we have excluded these
liabilities from this table because we cannot make reasonably reliable
estimates of the amounts and/or periods that we expect to pay or settle
these liabilities.
|
||||||||||||||||||||
(6)
Amounts represent insurance premiums related to split-dollar life
insurance agreements with former executive employees.
|
||||||||||||||||||||
(7)
Purchase commitments include agreements to purchase goods or services in
the ordinary course of business.
|
(Dollars
in millions)
|
Series 1999-2
|
Series 2004-VFC
|
Series 2004-1
|
Series 2007-1
|
Date
of
facility
|
May
1999
|
January
2004
|
August
2004
|
October
2007
|
Type
of
facility
|
Conduit
|
Conduit
|
Term
|
Term
|
Maximum
funding
|
$50.0
|
$105.0(1)
|
$180.0
|
$320.0
|
Funding
as of January 31, 2009
|
$42.0
|
$0.0
|
$180.0
|
$320.0
|
First
scheduled principal payment
|
Not
applicable
|
Not
applicable
|
April
2009
|
April
2012
|
Expected
final principal payment
|
Not
applicable(2)
|
Not
applicable(2)
|
March
2010
|
March
2013
|
Next
renewal
date
|
March
2009(3)
|
January
2010
|
Not
applicable
|
Not
applicable
|
____________________
|
||||
(1)
The maximum funding capacity of Series 2004-VFC was increased from $50.0
million to $105.0 million on November 14, 2008.
|
||||
(2)
Series 1999-2 and Series 2004-VFC have scheduled final payment dates that
occur in the twelfth month following the month in which the series begins
amortizing. These series begin amortizing on the next renewal
date subject to the further extension of the renewal date as a result of
renewal of the purchase commitment.
|
||||
(3)
Subsequent to January 31, 2009 the Series 1999-2 facility was renewed
through March 30,
2010.
|
Year
Ended
|
||||||||||||
January
31,
|
February
2,
|
February
3,
|
||||||||||
(In
millions)
|
2009
|
2008
|
2007
|
|||||||||
Net
securitization excess spread
revenues
|
$ | 98.5 | $ | 79.0 | $ | 69.8 | ||||||
Net
additions to the I/O strip and servicing liability
|
(4.0 | ) | 6.4 | 1.0 | ||||||||
Other
credit card revenues, net(1)
|
12.3 | 11.2 | 9.4 | |||||||||
Total
credit card
revenues
|
106.8 | 96.6 | 80.2 | |||||||||
Less
total credit card program
expenses
|
68.3 | 58.5 | 44.0 | |||||||||
Total
credit
contribution
|
$ | 38.5 | $ | 38.1 | $ | 36.2 | ||||||
____________________
|
||||||||||||
(1)
Excludes inter-company merchant fees between our credit entities and
our retail entities.
|
Year
Ended
|
||||||||||||
January
31,
|
February
2,
|
February
3,
|
||||||||||
(In
millions)
|
2009
|
2008
|
2007
|
|||||||||
Average
managed receivables
outstanding
|
$ | 579.3 | $ | 427.4 | $ | 363.5 | ||||||
Ending
managed receivables
outstanding
|
$ | 535.9 | $ | 613.2 | $ | 366.7 |
/S/
ERNST & YOUNG LLP
|
/S/
ERNST & YOUNG LLP
|
January
31,
|
February
2,
|
|||||||
(In
thousands, except share amounts)
|
2009
|
2008
|
||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and cash
equivalents
|
$ | 93,759 | $ | 60,978 | ||||
Available-for-sale
securities
|
6,398 | 13,364 | ||||||
Accounts
receivable, net of allowances of $6,018 and $6,262
|
33,300 | 33,535 | ||||||
Investment
in asset-backed
securities
|
94,453 | 115,912 | ||||||
Merchandise
inventories
|
268,142 | 330,224 | ||||||
Deferred
taxes
|
4,066 | 9,686 | ||||||
Prepayments
and
other
|
155,430 | 155,997 | ||||||
Current
assets of discontinued
operations
|
0 | 121,695 | ||||||
Total current
assets
|
655,548 | 841,391 | ||||||
Property,
equipment, and leasehold improvements – at cost
|
1,076,972 | 1,117,559 | ||||||
Less
accumulated depreciation and
amortization
|
693,796 | 658,410 | ||||||
Net property, equipment, and
leasehold improvements
|
383,176 | 459,149 | ||||||
Trademarks
and other intangible
assets
|
187,365 | 189,562 | ||||||
Goodwill
|
23,436 | 66,666 | ||||||
Other
assets
|
30,167 | 56,536 | ||||||
Total
assets
|
$ | 1,279,692 | $ | 1,613,304 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable
|
$ | 99,520 | $ | 130,061 | ||||
Accrued
expenses
|
166,631 | 161,476 | ||||||
Current
liabilities of discontinued
operations
|
0 | 45,931 | ||||||
Current
portion – long-term
debt
|
6,746 | 8,827 | ||||||
Total current
liabilities
|
272,897 | 346,295 | ||||||
Deferred
taxes
|
46,824 | 37,942 | ||||||
Other
non-current
liabilities
|
188,470 | 192,454 | ||||||
Long-term
debt
|
305,635 | 306,169 | ||||||
Stockholders’
equity
|
||||||||
Common
stock $.10 par value
|
||||||||
Authorized – 300,000,000
shares
|
||||||||
Issued –153,482,368 shares and
151,569,850
shares
|
15,348 | 15,157 | ||||||
Additional
paid-in
capital
|
411,623 | 407,499 | ||||||
Treasury
stock at cost – 38,482,213 shares and 36,477,246 shares
|
(347,730 | ) | (336,761 | ) | ||||
Accumulated
other comprehensive
income
|
5 | 22 | ||||||
Retained
earnings
|
386,620 | 644,527 | ||||||
Total stockholders’
equity
|
465,866 | 730,444 | ||||||
Total
liabilities and stockholders’
equity
|
$ | 1,279,692 | $ | 1,613,304 | ||||
Certain
prior-year amounts have been reclassified to conform to the current-year
presentation.
|
||||||||
See
Notes to Consolidated Financial Statements.
|
Year
Ended
|
||||||||||||
January
31,
|
February
2,
|
February
3,
|
||||||||||
(In
thousands, except per share amounts)
|
2009
|
2008
|
2007
|
|||||||||
Net
sales
|
$ | 2,474,898 | $ | 2,722,462 | $ | 2,751,845 | ||||||
Cost
of goods sold, buying, catalog, and occupancy expenses
|
1,846,954 | 1,954,495 | 1,890,565 | |||||||||
Selling,
general, and administrative expenses
|
692,110 | 719,107 | 699,009 | |||||||||
Impairment
of store assets, goodwill, and
trademarks
|
81,498 | 27,197 | 0 | |||||||||
Restructuring
and other
charges
|
33,145 | 5,332 | 0 | |||||||||
Total
operating expenses
|
2,653,707 | 2,706,131 | 2,589,574 | |||||||||
Income/(loss)
from operations
|
(178,809 | ) | 16,331 | 162,271 | ||||||||
Other
income
|
4,430 | 8,793 | 8,273 | |||||||||
Interest
expense
|
(8,795 | ) | (10,552 | ) | (14,746 | ) | ||||||
Income/(loss)
from continuing operations before income taxes
|
||||||||||||
and extraordinary
item
|
(183,174 | ) | 14,572 | 155,798 | ||||||||
Income
tax (benefit)/provision
|
(13,885 | ) | 13,858 | 53,839 | ||||||||
Income/(loss)
from continuing operations before extraordinary item
|
(169,289 | ) | 714 | 101,959 | ||||||||
Income/(loss)
from discontinued operations, net of income tax
|
||||||||||||
benefit/(expense) of $10,241
in 2008 and $(3,361) in 2007
|
(74,922 | ) | (85,039 | ) | 6,964 | |||||||
Extraordinary
item, net of income tax provision of $582
|
0 | 912 | 0 | |||||||||
Net
income/(loss)
|
(244,211 | ) | (83,413 | ) | 108,923 | |||||||
Other
comprehensive income/(loss), net of tax:
|
||||||||||||
Unrealized
gains/(losses) on available-for-sale securities,
|
||||||||||||
net of income tax
provision/(benefit) of $(10) in 2009,
|
||||||||||||
$14 in 2008, and $3 in
2007
|
(17 | ) | 21 | 4 | ||||||||
Total
other comprehensive income/(loss)
|
(17 | ) | 21 | 4 | ||||||||
Comprehensive
income/(loss)
|
$ | (244,228 | ) | $ | (83,392 | ) | $ | 108,927 | ||||
Basic
net income/(loss) per share:
|
||||||||||||
Income/(loss)
from continuing operations
|
$ | (1.48 | ) | $ | .01 | $ | .83 | |||||
Income/(loss)
from discontinued operations, net of income taxes
|
(.65 | ) | (.70 | ) | .06 | |||||||
Extraordinary
item, net of income taxes
|
.00 | .01 | .00 | |||||||||
Net
income/(loss) per share(1)
|
$ | (2.13 | ) | $ | (.69 | ) | $ | .89 | ||||
Diluted
net income/(loss) per share:
|
||||||||||||
Income/(loss)
from continuing operations
|
$ | (1.48 | ) | $ | .01 | $ | .76 | |||||
Income/(loss)
from discontinued operations, net of income taxes
|
(.65 | ) | (.69 | ) | .05 | |||||||
Extraordinary
item, net of income taxes
|
.00 | .01 | .00 | |||||||||
Net
income/(loss) per share(1)
|
$ | (2.13 | ) | $ | (.68 | ) | $ | .81 | ||||
____________________
|
||||||||||||
(1)
Results may not add due to rounding.
|
||||||||||||
See
Notes to Consolidated Financial Statements.
|
Additional
|
||||||||||||||||||||
Common Stock
|
Paid-in
|
Treasury Stock
|
||||||||||||||||||
(Dollars
in thousands)
|
Shares
|
Amount
|
Capital
|
Shares
|
Amount
|
|||||||||||||||
Balance,
January 28,
2006
|
133,954,852 | $ | 13,395 | $ | 261,077 | (12,265,993 | ) | $ | (84,136 | ) | ||||||||||
Issued
to employees,
net
|
361,477 | 36 | 783 | |||||||||||||||||
Exercise
of stock
options
|
1,536,580 | 154 | 9,011 | |||||||||||||||||
Withheld
for payment of employee
|
||||||||||||||||||||
payroll taxes due on shares
issued
|
||||||||||||||||||||
under employee stock
plans
|
(90,378 | ) | (9 | ) | (1,217 | ) | ||||||||||||||
Stock-based
compensation
expense
|
10,386 | |||||||||||||||||||
Tax
benefit – employee stock programs
|
5,119 | |||||||||||||||||||
Balance,
February 3,
2007
|
135,762,531 | 13,576 | 285,159 | (12,265,993 | ) | (84,136 | ) | |||||||||||||
Issued
to employees,
net
|
462,724 | 46 | 163 | |||||||||||||||||
Exercise
of stock
options
|
304,120 | 30 | 1,412 | |||||||||||||||||
Withheld
for payment of employee
|
||||||||||||||||||||
payroll taxes due on shares
issued
|
||||||||||||||||||||
under employee stock
plans
|
(105,081 | ) | (10 | ) | (1,183 | ) | ||||||||||||||
Issued
for redemption of convertible notes
|
15,145,556 | 1,515 | 148,049 | |||||||||||||||||
Sale
of common stock
warrants
|
53,955 | |||||||||||||||||||
Purchase
of common stock call options
|
(90,475 | ) | ||||||||||||||||||
Tax
benefit – call
options
|
2,705 | |||||||||||||||||||
Stock-based
compensation
expense
|
7,101 | |||||||||||||||||||
Tax
benefit – employee stock programs
|
613 | |||||||||||||||||||
Purchases
of treasury
stock
|
(24,211,253 | ) | (252,625 | ) | ||||||||||||||||
Balance,
February 2,
2008
|
151,569,850 | 15,157 | 407,499 | (36,477,246 | ) | (336,761 | ) | |||||||||||||
Issued
to employees,
net
|
2,035,360 | 204 | 484 | |||||||||||||||||
Exercise
of stock
options
|
232,898 | 23 | 911 | |||||||||||||||||
Withheld
for payment of employee
|
||||||||||||||||||||
payroll taxes due on shares
issued
|
||||||||||||||||||||
under employee stock
plans
|
(355,740 | ) | (36 | ) | (1,420 | ) | ||||||||||||||
Tax
benefit – call
options
|
0 | |||||||||||||||||||
Stock-based
compensation
expense
|
5,576 | |||||||||||||||||||
Write-down
of deferred taxes –
|
||||||||||||||||||||
employee stock
programs
|
(1,427 | ) | ||||||||||||||||||
Purchases
of treasury
stock
|
(2,004,967 | ) | (10,969 | ) | ||||||||||||||||
Balance,
January 31,
2009
|
153,482,368 | $ | 15,348 | $ | 411,623 | (38,482,213 | ) | $ | (347,730 | ) | ||||||||||
Accumulated
|
||||||||
Other
|
||||||||
Comprehensive
|
Retained
|
|||||||
Income
|
Earnings
|
|||||||
Balance,
January 28,
2006
|
$ | (3 | ) | $ | 624,015 | |||
Unrealized
gains, net of income taxes of $(3)
|
4 | |||||||
Net
income
|
108,923 | |||||||
Balance,
February 3,
2007
|
1 | 732,938 | ||||||
Cumulative
effect of adoption of FIN No. 48
|
(4,998 | ) | ||||||
Unrealized
gains, net of income taxes of $(14)
|
21 | |||||||
Net
loss
|
(83,413 | ) | ||||||
Balance,
February 2,
2008
|
22 | 644,527 | ||||||
Cumulative
effect of adoption of
|
||||||||
EITF Issue
06-4
|
(13,696 | ) | ||||||
Unrealized
losses, net of income taxes of $10
|
(17 | ) | ||||||
Net
loss
|
(244,211 | ) | ||||||
Balance,
January 31,
2009
|
$ | 5 | $ | 386,620 | ||||
See
Notes to Consolidated Financial Statements.
|
Year
Ended
|
||||||||||||
January
31,
|
February
2,
|
February
3,
|
||||||||||
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Operating
activities
|
||||||||||||
Net
income/(loss)
|
$ | (244,211 | ) | $ | (83,413 | ) | $ | 108,923 | ||||
Adjustments
to reconcile net income/(loss) to net cash provided by operating
activities:
|
||||||||||||
Depreciation and
amortization
|
95,219 | 97,249 | 91,244 | |||||||||
Loss on disposition of
discontinued operations
|
46,736 | 0 | 0 | |||||||||
Impairment of store assets,
goodwill, and
trademarks
|
81,498 | 98,219 | 0 | |||||||||
Deferred income
taxes
|
13,719 | (4,933 | ) | 20,719 | ||||||||
Stock-based
compensation
|
5,576 | 7,101 | 10,386 | |||||||||
Excess tax benefits related to
stock-based
compensation
|
0 | (613 | ) | (5,119 | ) | |||||||
Write-down of deferred taxes
related to stock-based compensation
|
(1,427 | ) | 0 | 0 | ||||||||
Write-down of capital
assets
|
6,105 | 11,325 | 0 | |||||||||
Net (gain)/loss from
disposition of capital
assets
|
(559 | ) | 2,147 | 1,618 | ||||||||
Net loss/(gain) from
securitization
activities
|
3,969 | (6,445 | ) | (1,012 | ) | |||||||
Extraordinary item, net of
income
taxes
|
0 | (912 | ) | 0 | ||||||||
Changes in operating assets and
liabilities:
|
||||||||||||
Accounts receivable,
net
|
235 | (169 | ) | 5,237 | ||||||||
Merchandise
inventories
|
72,530 | 37,906 | (53,024 | ) | ||||||||
Accounts
payable
|
(34,733 | ) | (38,076 | ) | 45,393 | |||||||
Prepayments and
other
|
13,655 | (514 | ) | (55,506 | ) | |||||||
Income taxes
payable
|
0 | 0 | 3,376 | |||||||||
Accrued expenses and
other
|
(21,201 | ) | 40,973 | 14,719 | ||||||||
Proceeds
from sale of Crosstown Traders credit card receivables
portfolio
|
12,455 | 0 | 0 | |||||||||
Purchase
of Lane Bryant credit card receivables
portfolio
|
0 | (230,975 | ) | 0 | ||||||||
Securitization
of Lane Bryant credit card receivables
portfolio
|
0 | 230,975 | 0 | |||||||||
Net
cash provided by operating
activities
|
49,566 | 159,845 | 186,954 | |||||||||
Investing
activities
|
||||||||||||
Investment
in capital
assets
|
(55,800 | ) | (137,709 | ) | (133,156 | ) | ||||||
Proceeds
from sales of capital
assets
|
4,813 | 0 | 0 | |||||||||
Gross
purchases of
securities
|
(3,143 | ) | (84,665 | ) | (37,022 | ) | ||||||
Proceeds
from sales of
securities
|
10,367 | 22,335 | 62,185 | |||||||||
Net
proceeds from sale of discontinued
operations
|
34,440 | 0 | 0 | |||||||||
Proceeds
from eminent domain settlement, net of
taxes
|
0 | 912 | 0 | |||||||||
(Increase)/decrease
in other
assets
|
11,099 | (11,502 | ) | (14,399 | ) | |||||||
Net
cash provided/(used) by investing
activities
|
1,776 | (210,629 | ) | (122,392 | ) | |||||||
Financing
activities
|
||||||||||||
Repayments
of short-term
borrowings
|
0 | 0 | (50,000 | ) | ||||||||
Proceeds
from issuance of senior convertible
notes
|
0 | 275,000 | 0 | |||||||||
Proceeds
from long-term
borrowings
|
108 | 1,316 | 0 | |||||||||
Repayments
of long-term
borrowings
|
(8,682 | ) | (11,814 | ) | (14,733 | ) | ||||||
Payments
of deferred financing
costs
|
(48 | ) | (7,640 | ) | 0 | |||||||
Excess
tax benefits related to stock-based
compensation
|
0 | 613 | 5,119 | |||||||||
Purchase
of hedge on senior convertible
notes
|
0 | (90,475 | ) | 0 | ||||||||
Sale
of common stock
warrants
|
0 | 53,955 | 0 | |||||||||
Purchases
of treasury
stock
|
(10,969 | ) | (252,625 | ) | ||||||||
Net
proceeds from shares issued under employee stock
plans
|
166 | 458 | 8,758 | |||||||||
Net
cash used by financing
activities
|
(19,425 | ) | (31,212 | ) | (50,856 | ) | ||||||
Increase/(decrease)
in cash and cash
equivalents
|
31,917 | (81,996 | ) | 13,706 | ||||||||
Cash
and cash equivalents, beginning of
year
|
61,842 | 143,838 | 130,132 | |||||||||
Cash
and cash equivalents, end of
year
|
$ | 93,759 | $ | 61,842 | $ | 143,838 | ||||||
Certain
prior-year amounts have been reclassified to conform to the current-year
presentation.
|
||||||||||||
(Continued
on next page)
|
Year
Ended
|
||||||||||||
January
31,
|
February
2,
|
February
3,
|
||||||||||
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Non-cash
financing and investing activities
|
||||||||||||
Common
stock issued on conversion of
debentures
|
$ | 0 | $ | 149,564 | $ | 0 | ||||||
Assets
acquired through capital
leases
|
$ | 5,959 | $ | 8,047 | $ | 0 | ||||||
See
Notes to Consolidated Financial Statements.
|
Year
Ended
|
||||||||||||
January
31,
|
February
2,
|
February
3,
|
||||||||||
(In
thousands)
|
2009(1)
|
2008
|
2007
|
|||||||||
Net
sales
|
$ | 155,811 | $ | 287,491 | $ | 315,672 | ||||||
Income/(loss)
from discontinued operations
|
$ | (74,922 | )(2) | $ | (95,280 | )(4) | $ | 10,325 | ||||
Income
tax (benefit)/provision
|
0 | (3) | (10,241 | ) | 3,361 | |||||||
Income/(loss)
from discontinued operations,
|
||||||||||||
net of income tax
benefit
|
$ | (74,922 | ) | $ | (85,039 | ) | $ | 6,964 | ||||
____________________
|
||||||||||||
(1)
Through September 18, 2008 (the date of sale).
|
||||||||||||
(2)
Includes $28,186,000 of losses from operations and a $46,736,000 loss on
disposition.
|
||||||||||||
(3)
During Fiscal 2009 we established a valuation allowance against our
deferred tax assets (see “NOTE 7. INCOME
TAXES” below). As a result of the valuation allowance we did
not recognize an income tax benefit for the Fiscal 2009 loss from
discontinued operations.
|
||||||||||||
(4)
Includes impairment of goodwill and trademarks of $80,047 and losses from
operations of $15,233.
|
September
18,
|
February
2,
|
|||||||
(In
thousands)
|
2008
|
2008
|
||||||
Current
assets:
|
||||||||
Merchandise
inventories
|
$ | 50,855 | $ | 61,303 | ||||
Deferred
advertising and other, net
|
13,594 | 14,995 | ||||||
Intangible
assets
|
44,758 | 45,397 | ||||||
Current
assets of discontinued operations
|
$ | 109,207 | $ | 121,695 | ||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 6,300 | $ | 10,492 | ||||
Accrued
expenses
|
13,111 | 17,981 | ||||||
Deferred
taxes
|
18,820 | 17,458 | ||||||
Current
liabilities of discontinued operations
|
$ | 38,231 | $ | 45,931 |
Estimated
|
||||||||
(In
thousands)
|
Cost
|
Fair Value
|
||||||
January
31, 2009
|
||||||||
U.S.
Treasury
Bills
|
$ | 5,990 | $ | 5,998 | ||||
Other
|
400 | 400 | ||||||
$ | 6,390 | $ | 6,398 | |||||
February
2, 2008
|
||||||||
U.S.
Treasury
Bills
|
$ | 12,929 | $ | 12,964 | ||||
Other
|
400 | 400 | ||||||
$ | 13,329 | $ | 13,364 |
(In
thousands)
|
2009
|
2008
|
||||||
Due
from
customers
|
$ | 39,318 | $ | 39,797 | ||||
Allowance
for doubtful
accounts
|
(6,018 | ) | (6,262 | ) | ||||
Net
accounts
receivable
|
$ | 33,300 | $ | 33,535 |
Year
Ended
|
||||||||||||
January
31,
|
February
2,
|
February
3,
|
||||||||||
2009
|
2008
|
2007
|
||||||||||
Beginning
balance
|
$ | (6,262 | ) | $ | (5,083 | ) | $ | (6,588 | ) | |||
Provision
for doubtful accounts
|
(6,145 | ) | (6,327 | ) | (4,924 | ) | ||||||
Collections
of accounts previously written off
|
(833 | ) | (994 | ) | (1,274 | ) | ||||||
Accounts
written off
|
7,222 | 6,142 | 7,703 | |||||||||
Ending
balance
|
$ | (6,018 | ) | $ | (6,262 | ) | $ | (5,083 | ) |
Lives
|
||||||||||||
(Dollars
in thousands)
|
(Years)
|
2009
|
2008
|
|||||||||
Land
|
$ | 5,829 | $ | 5,829 | ||||||||
Buildings
and
improvements
|
10
to 40
|
72,532 | 79,805 | |||||||||
Store
fixtures
|
5
to 10
|
160,881 | 185,934 | |||||||||
Equipment
|
3
to 10
|
288,387 | 276,381 | |||||||||
Equipment
acquired under capital
leases
|
7
|
|
60,928 | 57,215 | ||||||||
Leasehold
improvements
|
10(1)
|
488,160 | 500,324 | |||||||||
Construction
in
progress
|
–
|
255 | 12,071 | |||||||||
Total
at
cost
|
1,076,972 | 1,117,559 | ||||||||||
Less:Accumulated
depreciation and amortization
|
654,421 | 622,832 | ||||||||||
Accumulated amortization of
capital lease assets
|
39,375 | 35,578 | ||||||||||
Total
accumulated depreciation and amortization
|
693,796 | 658,410 | ||||||||||
Net
property, equipment, and leasehold improvements
|
$ | 383,176 | $ | 459,149 | ||||||||
____________________
|
||||||||||||
(1)
Or the life of the lease, if shorter.
|
Life
|
||||||||||||
(Dollars
in thousands)
|
(Years)
|
2009
|
2008
|
|||||||||
Trademarks,
tradenames, and Internet domain names
|
$ | 187,132 | $ | 188,608 | ||||||||
Customer
relationships
|
4
|
2,872 | 2,872 | |||||||||
Total
at
cost
|
190,004 | 191,480 | ||||||||||
Less
accumulated amortization of customer relationships
|
2,639 | 1,918 | ||||||||||
Net
trademarks and other intangible
assets
|
$ | 187,365 | $ | 189,562 |
January
31,
|
February
2,
|
|||||||
(In
thousands)
|
2009
|
2008
|
||||||
Retail
Stores:
|
||||||||
LANE
BRYANT
|
$ | 23,436 | $ | 23,436 | ||||
CATHERINES
|
0 | 43,230 | ||||||
$ | 23,436 | $ | 66,666 |
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Domestic
|
$ | (194,426 | ) | $ | (667 | ) | $ | 143,700 | ||||
Foreign
|
11,252 | 15,239 | 12,098 | |||||||||
$ | (183,174 | ) | $ | 14,572 | $ | 155,798 |
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Current:
|
||||||||||||
Federal
|
$ | (33,800 | ) | $ | 2,538 | $ | 34,603 | |||||
State
|
3,277 | 4,979 | 4,899 | |||||||||
Foreign
|
1,426 | 2,092 | 1,649 | |||||||||
(29,097 | ) | 9,609 | 41,151 | |||||||||
Deferred:
|
||||||||||||
Federal
|
16,052 | 3,546 | 13,012 | |||||||||
State
|
(840 | ) | 703 | (324 | ) | |||||||
15,212 | 4,249 | 12,688 | ||||||||||
$ | (13,885 | ) | $ | 13,858 | $ | 53,839 |
2009
|
2008(1)
|
2007
|
|
Statutory
Federal income tax
rate
|
(35.0)%
|
35.0%
|
35.0%
|
State
income tax, net of Federal income
tax
|
0.0
|
34.5
|
2.9
|
Foreign
income
|
(1.4)
|
(22.2)
|
(1.6)
|
Employee
benefits
|
(0.7)
|
(7.1)
|
(0.4)
|
Impairment
of
goodwill
|
8.3
|
43.6
|
0.0
|
Charitable
contributions
|
(0.1)
|
(1.1)
|
(0.1)
|
Valuation
allowance
|
21.0
|
0.0
|
0.0
|
Other,
net
|
0.3
|
12.4
|
(1.2)
|
Effective
tax
rate
|
(7.6)%
|
95.1%
|
34.6%
|
____________________
|
|||
(1)
Percentages are based on a low pre-tax income from continuing operations
and are not necessarily comparable to other fiscal
years.
|
January
31,
|
February
2,
|
|||||||
(In
thousands)
|
2009
|
2008
|
||||||
Deferred
tax assets
|
||||||||
Tax
credit and net operating loss
carryforwards
|
$ | 42,245 | $ | 14,399 | ||||
Prepaid
and accrued
expenses
|
7,924 | 0 | ||||||
Inventory
|
2,954 | 831 | ||||||
Deferred
compensation
|
12,233 | 18,026 | ||||||
Property,
equipment, and leasehold
improvements
|
7,115 | 0 | ||||||
Accrued
restructuring
expense
|
5,368 | 0 | ||||||
Deferred
rent
|
0 | 6,752 | ||||||
Other
|
13,570 | 12,102 | ||||||
Total deferred tax
assets
|
91,409 | 52,110 | ||||||
Deferred
tax liabilities
|
||||||||
Property,
equipment, and leasehold
improvements
|
0 | (14,166 | ) | |||||
Accounts
receivable
|
(3,583 | ) | (6,098 | ) | ||||
Prepaid
and accrued
expenses
|
0 | (3,337 | ) | |||||
Goodwill
and intangible
assets
|
(43,026 | ) | (39,329 | ) | ||||
Deferred
rent
|
(4,255 | ) | 0 | |||||
Credit
card late
fees
|
(22,070 | ) | (17,436 | ) | ||||
Total deferred tax
liabilities
|
(72,934 | ) | (80,366 | ) | ||||
Valuation
allowance
|
(61,233 | ) | 0 | |||||
Net
deferred tax
liability
|
$ | (42,758 | ) | $ | (28,256 | ) | ||
Year
Ended
|
||||||||
January
31,
|
February
2,
|
|||||||
(In
thousands)
|
2009
|
2008
|
||||||
Gross
unrecognized tax benefits, beginning of
year
|
$ | 26,004 | $ | 22,474 | ||||
Additions
for tax positions related to prior
years
|
3,861 | 3,610 | ||||||
Additions
for tax positions related to current
year
|
1,040 | 492 | ||||||
Reductions
resulting from lapse of applicable statute of limitations
|
(1,403 | ) | (545 | ) | ||||
Settlements
|
(323 | ) | (27 | ) | ||||
Gross
unrecognized tax benefits, end of
year
|
$ | 29,179 | $ | 26,004 |
Year
Ended
|
||||||||
January
31,
|
February
2,
|
|||||||
(In
thousands)
|
2009
|
2008
|
||||||
Accrued
interest and penalties, beginning of
year
|
$ | 12,575 | $ | 9,488 | ||||
Interest
and penalties recognized during
year
|
156 | 3,087 | ||||||
Accrued
interest and penalties, end of
year
|
$ | 12,731 | $ | 12,575 |
(In
thousands)
|
2009
|
2008
|
||||||
1.125%
Senior Convertible Notes due May
2014
|
$ | 275,000 | $ | 275,000 | ||||
Capital
lease
obligations
|
14,041 | 13,698 | ||||||
6.07%
mortgage note, due October
2014
|
10,419 | 11,078 | ||||||
6.53%
mortgage note, due November
2012
|
5,250 | 6,650 | ||||||
7.77%
mortgage note due December
2011
|
7,249 | 7,897 | ||||||
Other
long-term
debt
|
422 | 673 | ||||||
Total
long-term
debt
|
312,381 | 314,996 | ||||||
Less
current
portion
|
6,746 | 8,827 | ||||||
$ | 305,635 | $ | 306,169 |
(In
thousands)
|
2010
|
2011
|
2012
|
2013
|
2014
|
|||||||||||||||
Capital
lease obligations
|
$ | 3,687 | $ | 3,462 | $ | 3,569 | $ | 2,206 | $ | 1,118 | ||||||||||
Mortgage
notes
|
2,801 | 2,901 | 7,984 | 1,893 | 896 | |||||||||||||||
Other
long-term debt
|
258 | 120 | 15 | 16 | 275,013 | |||||||||||||||
$ | 6,746 | $ | 6,483 | $ | 11,568 | $ | 4,115 | $ | 277,027 |
|
·
|
1,000,000
shares of Series Participating Preferred Stock, $1.00 par value, of which
500,000 shares of Participating Series A Junior Preferred Stock, $1.00 par
value, have been authorized;
|
|
·
|
300,000,000
shares of common stock, $.10 par
value.
|
2009
|
2008
|
2007
|
||||||||||
Restricted
stock awards/RSUs
granted
|
824,879 | 1,035,422 | 926,346 | |||||||||
Weighted
average market price at date of grant
|
$5.05 | $11.98 | $13.21 | |||||||||
Stock
awards/RSUs vested with issuance deferred
|
0 | 240,979 | 305,250 | |||||||||
Shares
issued under stock awards/RSUs
|
601,005 | 64,196 | 17,312 | |||||||||
Cancellations
of stock
awards/RSUs
|
938,333 | 720,795 | 11,131 | |||||||||
Restricted
awards/RSUs outstanding at year-end
|
1,086,192 | 1,800,651 | 1,791,199 | |||||||||
SARs
exercisable at
year-end
|
231,660 | – | – |
2009
|
2008
|
2007
|
||||||||||
One-time
restricted stock awards granted
|
0 | 0 | 10,000 | |||||||||
Weighted
average market price at date of grant
|
– | – | $13.84 | |||||||||
RSUs
granted
|
33,000 | 80,703 | 61,233 | |||||||||
Weighted
average market price at date of grant
|
$4.58 | $11.71 | $11.33 | |||||||||
Shares
issued under stock awards/RSUs
|
58,920 | 24,999 | 8,482 | |||||||||
RSUs
vested with issuance
deferred
|
46,116 | 42,536 | 37,500 | |||||||||
Cancellations
of restricted stock awards/RSUs
|
0 | 9,131 | 0 | |||||||||
Restricted
awards/RSUs outstanding at year-end
|
15,334 | 87,370 | 83,333 | |||||||||
Options
exercisable at
year-end
|
331,158 | 341,587 | 283,140 |
2009
|
2008
|
2007
|
||||||||||
Shares
issued under stock
awards
|
123,630 | 158,420 | 57,815 | |||||||||
Cancellations
of restricted stock awards
|
15,900 | 17,990 | 91,950 | |||||||||
Restricted
awards outstanding at year-end
|
58,560 | 198,090 | 374,500 | |||||||||
Options
exercisable at
year-end
|
528,720 | 659,759 | 750,857 |
2009
|
2008
|
2007
|
||||||||||
Shares
issued under stock
awards
|
200,850 | 160,060 | 160,960 | |||||||||
Stock
awards vested with issuance deferred
|
0 | 0 | 0 | |||||||||
Cancellations
of restricted stock awards
|
2,000 | 0 | 0 | |||||||||
Restricted
awards outstanding at year-end
|
73,440 | 276,290 | 436,350 | |||||||||
Options
exercisable at
year-end
|
498,640 | 724,640 | 932,540 |
Average
|
||||||||||||||||||||
Option
|
Option
|
Option
Prices
|
||||||||||||||||||
Shares
|
Price
|
Per Share
|
||||||||||||||||||
Outstanding
at January 28,
2006
|
3,672,108 | $ | 5.819 | $ | 1.00 | – | $ | 12.48 | ||||||||||||
Granted – option price equal to
market price
|
61,233 | 11.332 | 11.28 | – | 13.84 | |||||||||||||||
Granted – option price less than
market price
|
31,600 | 1.000 | 1.00 | – | 1.00 | |||||||||||||||
Canceled/forfeited
|
(10,571 | ) | 1.502 | 1.00 | – | 6.65 | ||||||||||||||
Exercised
|
(1,536,580 | ) | 5.965 | 1.00 | – | 9.10 | ||||||||||||||
Outstanding
at February 3,
2007
|
2,217,790 | 5.822 | 1.00 | – | 13.84 | |||||||||||||||
Granted – option price less than
market price
|
18,000 | 1.000 | 1.00 | – | 1.00 | |||||||||||||||
Canceled/forfeited
|
(36,796 | ) | 5.724 | 1.00 | – | 11.28 | ||||||||||||||
Exercised
|
(304,120 | ) | 4.741 | 1.00 | – | 8.46 | ||||||||||||||
Outstanding
at February 2,
2008
|
1,894,874 | 5.952 | 1.00 | – | 13.84 | |||||||||||||||
Granted – option price equal to
market price
|
3,475,674 | 4.569 | 1.13 | – | 5.64 | |||||||||||||||
Granted – option price less than
market price
|
14,000 | 1.000 | 1.00 | – | 1.00 | |||||||||||||||
Canceled/forfeited
|
(1,857,665 | ) | 5.097 | 1.00 | – | 12.48 | ||||||||||||||
Exercised
|
(234,498 | ) | 4.016 | 1.00 | – | 5.47 | ||||||||||||||
Outstanding
at January 31,
2009
|
3,292,385 | $ | 5.091 | $ | 1.00 | – | $ | 13.84 |
Weighted
|
||||||||||||
Weighted
|
Average
|
|||||||||||
Average
|
Remaining
|
|||||||||||
Option
|
Option
|
Life
|
||||||||||
Ranges of Option Prices
|
Shares
|
Price
|
(Years)
|
|||||||||
$0.00 – $1.00:
|
||||||||||||
Options
outstanding
|
65,545 | $ | 1.000 | 2.2 | ||||||||
Options
exercisable
|
20,984 | 1.000 | ||||||||||
$1.01 – $5.00:
|
||||||||||||
Options
outstanding
|
1,819,572 | $ | 4.022 | 5.7 | ||||||||
Options
exercisable
|
436,160 | 4.434 | ||||||||||
$5.01 –
$10.00:
|
||||||||||||
Options
outstanding
|
1,353,535 | $ | 6.479 | 2.6 | ||||||||
Options
exercisable
|
1,163,185 | 6.690 | ||||||||||
$10.01 –
$13.84:
|
||||||||||||
Options
outstanding
|
53,733 | $ | 11.339 | 7.4 | ||||||||
Options
exercisable
|
53,733 | 11.339 |
(In
thousands)
|
2009
|
2008
|
||||||
Aggregate
intrinsic value of options/SARs outstanding at year-end(1)
|
$ | 0 | $ | 1,777 | ||||
Aggregate
intrinsic value of options/SARs exercisable at year-end(1)
|
0 | 1,422 | ||||||
Aggregate
market value of unvested stock awards at year-end
|
1,341 | 16,711 | ||||||
Aggregate
intrinsic value of options/SARs exercised during the year(2)
|
358 | 1,014 | ||||||
Aggregate
market value of stock awards vested during the year
|
5,140 | 6,755 | ||||||
____________________
|
||||||||
(1)
Aggregate market value at year-end less aggregate exercise
price.
|
||||||||
(2)
Aggregate market value on date of exercise less aggregate exercise
price.
|
2009
|
2008
|
2007
|
||||||||||
Exercise
price equal to market
price
|
$ | 2.39 | $ | – | $ | 5.41 | ||||||
Exercise
price less than market
price
|
4.86 | 11.95 | 13.06 |
Total
|
||||||||||||||||
Costs
|
Costs
Incurred
|
Estimated
|
Estimated/
|
|||||||||||||
Incurred
|
for
Fiscal Year
|
Remaining
|
Actual
|
|||||||||||||
as
of
|
Ended
|
Costs
|
Costs
as of
|
|||||||||||||
February
2,
|
January
31,
|
to
be
|
January
31,
|
|||||||||||||
(In
thousands)
|
2008
|
2009
|
Incurred
|
2009
|
||||||||||||
Fiscal
2008 Announcements
|
||||||||||||||||
Relocation
of CATHERINES operations:
|
||||||||||||||||
Severance
and retention costs
|
$ | 1,696 | $ | 383 | $ | 0 | $ | 2,079 | ||||||||
Non-cash
write down and accelerated
|
||||||||||||||||
depreciation
|
2,299 | 1,509 | 0 | 3,808 | ||||||||||||
Relocation
and other charges
|
241 | 925 | 0 | 1,166 | ||||||||||||
Closing
of under-performing and PETITE SOPHISTICATE
full line stores:
|
||||||||||||||||
Non-cash
accelerated depreciation
|
0 | 691 | 0 | 691 | ||||||||||||
Store
lease termination charges
|
0 | 6,909 | 740 | 7,649 | ||||||||||||
Severance
and retention costs related to the elimination of
positions
|
1,096 | 148 | 0 | 1,244 | ||||||||||||
Fiscal
2009 Announcements
|
||||||||||||||||
Severance
for departure of former CEO
|
0 | 9,446 | 142 | 9,588 | ||||||||||||
Shutdown
of LANE BRYANT WOMAN catalog:
|
||||||||||||||||
Severance
and retention
costs
|
0 | 1,557 | 639 | 2,196 | ||||||||||||
Non-cash
accelerated depreciation
|
0 | 934 | 936 | 1,870 | ||||||||||||
Severance
and retention costs related to the elimination of
positions
|
0 | 3,873 | 0 | 3,873 | ||||||||||||
Non-core
misses apparel assets:
|
||||||||||||||||
Non-cash
accelerated depreciation
|
0 | 2,968 | 3,398 | 6,366 | ||||||||||||
Other
costs
|
0 | 420 | 7,000 | 7,420 | ||||||||||||
Transformational
initiatives
|
0 | 2,563 | 5,223 | 7,786 | ||||||||||||
figure
magazine shutdown costs
|
0 | 819 | 0 | 819 | ||||||||||||
Total
|
$ | 5,332 | $ | 33,145 | $ | 18,078 | $ | 56,555 |
Costs
Incurred
|
||||||||||||||||
Accrued
|
for
Fiscal Year
|
Accrued
|
||||||||||||||
as
of
|
Ended
|
as
of
|
||||||||||||||
February
2,
|
January
31,
|
Payments/
|
January
31,
|
|||||||||||||
(In
thousands)
|
2008(1)
|
2009
|
Settlements
|
2009(1)
|
||||||||||||
Fiscal
2008 Announcements
|
||||||||||||||||
Relocation
of CATHERINES operations:
|
||||||||||||||||
Severance
and retention costs
|
$ | 1,696 | $ | 383 | $ | 2,079 | $ | 0 | ||||||||
Relocation
and other charges
|
0 | 925 | 925 | 0 | ||||||||||||
Closing
of under-performing and PETITE SOPHISTICATE
full line stores:
|
||||||||||||||||
Store
lease termination charges
|
0 | 6,909 | 5,222 | 1,687 | ||||||||||||
|
||||||||||||||||
Severance
and retention costs related to the elimination of
positions
|
992 | 148 | 1,140 | 0 | ||||||||||||
Fiscal
2009 Announcements
|
||||||||||||||||
Severance
for departure of former CEO
|
0 | 9,446 | 3,993 | 5,453 | ||||||||||||
Shutdown
of LANE BRYANT WOMAN Catalog:
|
||||||||||||||||
Severance
and retention costs
|
0 | 1,557 | 67 | 1,490 | ||||||||||||
|
||||||||||||||||
Severance
and retention costs related to the elimination of
positions
|
0 | 3,873 | 925 | 2,948 | ||||||||||||
Non-core
misses apparel assets:
|
||||||||||||||||
Other
costs
|
0 | 420 | 0 | 420 | ||||||||||||
Transformational
initiatives
|
0 | 2,563 | 1,184 | 1,379 | ||||||||||||
figure
magazine shutdown costs
|
0 | 819 | 0 | 819 | ||||||||||||
Total
|
$ | 2,688 | $ | 27,043 | $ | 15,535 | $ | 14,196 | ||||||||
____________________
|
||||||||||||||||
(1)
Included in “Accrued expenses” in the accompanying consolidated balance
sheets.
|
●
|
the
elimination of approximately 150 corporate and field management
positions;
|
●
|
a
decrease in the capital budget for Fiscal 2009, primarily through a
significant reduction in the number of planned store openings for Fiscal
2009;
|
●
|
the
closing of approximately 150 under-performing stores;
and
|
●
|
the
closing of our full-line PETITE SOPHISTICATE
stores.
|
●
|
Refocus
on our core retail brands.
|
●
|
Simplify
the business by eliminating distractions and divesting non-core
assets.
|
●
|
Substantially
reduce operating expenses and streamline operations.
|
●
|
Maintain
and protect our strong balance sheet and liquidity
position.
|
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Basic
weighted average common shares outstanding
|
114,690 | 121,160 | 122,388 | |||||||||
Dilutive
effect of assumed conversion of 4.75%
|
||||||||||||
Senior Convertible Notes(1)(2)
|
0 | 0 | 15,182 | |||||||||
Dilutive
effect of stock options, stock appreciation rights, and awards(2)
|
0 | 1,266 | 2,193 | |||||||||
Diluted
weighted average common shares and equivalents outstanding
|
114,690 | 122,426 | 139,763 | |||||||||
Income/(loss)
from continuing
operations
|
$ | (169,289 | ) | $ | 714 | $ | 101,959 | |||||
Decrease
in interest expense from assumed conversion
|
||||||||||||
of 4.75% Senior Convertible
Notes, net of income taxes(1)(2)
|
0 | 0 | 4,514 | |||||||||
Income/(loss)
from continuing operations used to determine
|
||||||||||||
diluted net income/(loss) per
share
|
(169,289 | ) | 714 | 106,473 | ||||||||
Income/(loss)
from discontinued operations,
net of income taxes
|
||||||||||||
in 2008 and
2007
|
(74,922 | ) | (85,039 | ) | 6,964 | |||||||
Extraordinary
item, net of income
taxes
|
0 | 912 | 0 | |||||||||
Net
income/(loss) used to determine diluted net income/(loss) per
share
|
$ | (244,211 | ) | $ | (83,413 | ) | $ | 113,437 | ||||
Options
with weighted average exercise price greater than market
price,
|
||||||||||||
excluded from computation of
diluted earnings per share:
|
||||||||||||
Number of shares
(thousands)
|
– | (2) | 77 | 1 | ||||||||
Weighted average exercise price
per
share
|
– | (2) | $ | 9.27 | $ | 13.84 | ||||||
____________________
|
||||||||||||
(1)
The 4.75% Senior Convertible Notes were converted or redeemed on June 4,
2007 (see “NOTE 8.
LONG-TERM DEBT” above).
|
||||||||||||
(2)
The 4.75% Senior Convertible Notes are excluded from the computation of
diluted net loss per share for 2008, and stock options, stock appreciation
rights, and awards are excluded from the computation of diluted net
loss per share for 2009, as their effect would have been
anti-dilutive.
|
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Value
of the I/O strip at beginning of
year
|
$ | 23,259 | $ | 15,878 | $ | 15,061 | ||||||
Additions
to the I/O
strip
|
34,353 | 38,129 | 24,125 | |||||||||
Amortization
of the I/O
strip
|
(38,347 | ) | (30,643 | ) | (24,608 | ) | ||||||
Valuation
adjustments
|
33 | (105 | ) | 1,300 | ||||||||
Value
of the I/O strip at end of
year
|
$ | 19,298 | $ | 23,259 | $ | 15,878 |
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Value
of the servicing liability at beginning of year
|
$ | 3,038 | $ | 2,103 | $ | 2,297 | ||||||
Additions
to the servicing
liability
|
5,175 | 4,659 | 2,972 | |||||||||
Amortization
of the servicing
liability
|
(5,167 | ) | (3,724 | ) | (3,166 | ) | ||||||
Value
of the servicing liability at end of
year
|
$ | 3,046 | $ | 3,038 | $ | 2,103 |
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Gain
on sale of receivables to the Trust
|
$ | 34,353 | $ | 38,129 | $ | 24,125 | ||||||
Amortization
of the I/O strip
|
(38,347 | ) | (30,643 | ) | (24,608 | ) | ||||||
Valuation
adjustments of the I/O strip
|
33 | (105 | ) | 1,300 | ||||||||
Residual
cash flow earned related to I/O interest(1)
|
104,750 | 84,085 | 73,899 | |||||||||
Additions
to the servicing liability
|
(5,175 | ) | (4,659 | ) | (2,972 | ) | ||||||
Amortization
of the servicing liability
|
5,167 | 3,724 | 3,166 | |||||||||
Decrease
in selling, general, and administrative expenses
|
$ | 100,781 | $ | 90,531 | $ | 74,910 | ||||||
____________________
|
||||||||||||
(1)
Includes servicing fees of $11,258 in 2009, $8,211 in 2008, and $6,981 in
2007.
|
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Proceeds
from sales of new receivables to QSPE
|
$ | 861,730 | $ | 939,888 | $ | 619,597 | ||||||
Collections
reinvested in revolving-period securitizations
|
1,065,207 | 804,866 | 701,859 | |||||||||
Cash
flows received on retained interests
|
104,750 | 84,085 | 73,899 | |||||||||
Servicing
fees received
|
11,258 | 8,211 | 6,981 | |||||||||
Net
credit losses
|
47,669 | 26,838 | 16,822 | |||||||||
Investor
certificates outstanding at end of year
|
544,100 | 628,085 | 358,100 | |||||||||
Credit
card balances 90 or more days delinquent at end of year
|
23,422 | 22,240 | 9,904 |
(In
thousands)
|
2008
|
2007
|
||||||
Net
funding received from sales of LANE BRYANT receivables
|
$ | 256,889 | $ | 350,270 | ||||
Net LANE BRYANT accounts receivable balance held by third
party at end of year(1):
|
0 | 233,793 | ||||||
____________________
|
||||||||
(1)
The LANE BRYANT net accounts receivable balances include amounts allocated
to the use of the LANE BRYANT credit card at our LANE BRYANT stores and
amounts allocated to the use of the LANE BRYANT credit card through a
third-party catalog program. Our purchase of the LANE BRYANT credit
card receivables applied only to the receivables associated with accounts
whose primary use of the credit card was at our LANE BRYANT
stores.
|
January
31,
|
February
2,
|
|
2009
|
2008
|
|
Payment
rate
|
12.1
– 14.6%
|
12.7
– 16.4%
|
Residual
cash flows discount
rate
|
15.5
– 16.5%
|
15.5
– 16.5%
|
Net
credit loss
percentage
|
6.75
– 11.75%
|
4.75
– 13.45%
|
Average
life of receivables
sold
|
0.6
– 0.7 years
|
0.5
– 0.7 years
|
(In
thousands)
|
10% Change
|
20% Change
|
||||||
Payment
rate
|
$ | 1,575 | $ | 2,850 | ||||
Residual
cash flows discount
rate
|
74 | 148 | ||||||
Credit
loss
percentage
|
1,593 | 3,174 |
January
31,
|
February
2,
|
|||||||
(In
thousands)
|
2009
|
2008
|
||||||
Trading
securities:
|
||||||||
I/O
Strip
|
$ | 19,298 | $ | 23,259 | ||||
Retained
interest (primarily collateralized
cash)
|
23,755 | 40,968 | ||||||
Available-for-sale
securities:
|
||||||||
Ownership
interest
|
51,400 | 51,685 | ||||||
Investment
in asset-backed
securities
|
$ | 94,453 | $ | 115,912 |
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Minimum
rent
|
$ | 238,477 | $ | 243,119 | $ | 236,839 | ||||||
Contingent
rent
|
40,055 | 41,122 | 39,364 | |||||||||
$ | 278,532 | $ | 284,241 | $ | 276,203 |
Retail
|
Direct-to-
|
Corporate
|
||||||||||||||
(In
thousands)
|
Stores
|
Consumer(1)
|
and Other
|
Consolidated
|
||||||||||||
Fiscal
2009
|
||||||||||||||||
Net
sales
|
$ | 2,292,106 | $ | 167,547 | $ | 15,245 | $ | 2,474,898 | ||||||||
Depreciation
and
amortization
|
71,778 | 1,126 | 21,539 | 94,443 | (3) | |||||||||||
Income/(loss)
before interest and taxes
|
38,653 | (6,288 | ) | (206,744 | )(2) | (174,379 | ) | |||||||||
Interest
expense
|
(8,795 | ) | (8,795 | ) | ||||||||||||
Income
tax
benefit
|
13,885 | 13,885 | ||||||||||||||
Income/(loss)
from continuing operations
|
38,653 | (6,288 | ) | (201,654 | ) | (169,289 | ) | |||||||||
Capital
expenditures
|
48,247 | 362 | 6,710 | 55,319 | (3) | |||||||||||
As
of January 31, 2009
|
||||||||||||||||
Total
assets
|
$ | 734,820 | $ | 90,450 | $ | 454,422 | $ | 1,279,692 | ||||||||
Fiscal
2008
|
||||||||||||||||
Net
sales
|
$ | 2,590,715 | $ | 120,593 | $ | 11,154 | $ | 2,722,462 | ||||||||
Depreciation
and
amortization
|
59,440 | 1,142 | 33,844 | 94,426 | (3) | |||||||||||
Income
before interest and taxes
|
168,307 | 847 | (144,030 | )(4) | 25,124 | |||||||||||
Interest
expense
|
(10,552 | ) | (10,552 | ) | ||||||||||||
Income
tax
provision
|
(13,858 | ) | (13,858 | ) | ||||||||||||
Extraordinary
item, net of income taxes
|
912 | 912 | ||||||||||||||
Income
from continuing
operations
|
168,307 | 847 | (167,528 | ) | 1,626 | |||||||||||
Capital
expenditures
|
109,510 | 1,092 | 24,812 | 135,414 | (3) | |||||||||||
As
of February 2, 2008
|
||||||||||||||||
Total
assets
|
$ | 887,862 | $ | 104,509 | $ | 499,238 | $ | 1,491,609 | (5) | |||||||
Fiscal
2007 (53 weeks)
|
||||||||||||||||
Net
sales
|
$ | 2,636,409 | $ | 112,088 | $ | 3,348 | $ | 2,751,845 | ||||||||
Depreciation
and
amortization
|
46,746 | 1,183 | 40,404 | 88,333 | (3) | |||||||||||
Income
before interest and
taxes
|
253,594 | 15,839 | (98,889 | ) | 170,544 | |||||||||||
Interest
expense
|
(14,746 | ) | (14,746 | ) | ||||||||||||
Income
tax
provision
|
(53,839 | ) | (53,839 | ) | ||||||||||||
Income
from continuing
operations
|
253,594 | 15,839 | (167,474 | ) | 101,959 | |||||||||||
Capital
expenditures
|
103,510 | 2,614 | 19,692 | 125,816 | (3) | |||||||||||
As
of February 3, 2007
|
||||||||||||||||
Total
assets
|
$ | 869,776 | $ | 134,007 | $ | 489,206 | $ | 1,492,989 | (5) | |||||||
____________________
|
||||||||||||||||
(1)
Fiscal 2009 and Fiscal 2008 includes LANE BRYANT WOMAN
catalog.
|
||||||||||||||||
(2)
Includes impairment of store assets goodwill, and trademarks of $81,498
and restructuring and other costs of $33,145(see “NOTE 13. IMPAIRMENT OF
STORE ASSETS, GOODWILL, AND TRADEMARKS” and “NOTE 14. RESTRUCTURING
AND OTHER CHARGES” above).
|
||||||||||||||||
(3)
Excludes $776 of depreciation and amortization and $481 of capital
expenditures in Fiscal 2009; $2,823 of depreciation and amortization and
$2,295 of capital expenditures in Fiscal 2008; and $2,911 of depreciation
and amortization and $7,340 of capital expenditures in Fiscal 2007 related
to our discontinued operations.
|
||||||||||||||||
(4)
Includes impairment of goodwill of $18,172 and restructuring charges of
$14,357.
|
||||||||||||||||
(5)
Excludes assets related to our discontinued operations of $121,695 in
Fiscal 2008 amd $212,734 in Fiscal 2007.
|
Balance
|
||||||||||||
January
31,
|
Fair Value Method Used
|
|||||||||||
(In
thousands)
|
2009
|
Level 2
|
Level 3(1)
|
|||||||||
Assets
|
||||||||||||
Available-for-sale
securities(2)
|
$ | 6,398 | $ | 6,398 | ||||||||
Certificates
and retained interests in securitized receivables
|
94,453 | $ | 94,453 | |||||||||
Liabilities
|
||||||||||||
Servicing
liability
|
3,046 | 3,046 | ||||||||||
____________________
|
||||||||||||
(1)
Fair value is estimated based on internally-developed models or
methodologies utilizing significant inputs that are unobservable from
objective sources.
|
||||||||||||
(2)
Unrealized gains and losses on our available-for-sale securities are
included in stockholders’ equity until realized and realized gains and
losses are recognized in income when the securities are
sold.
|
Retained
|
Servicing
|
|||||||
(In
thousands)
|
Interests
|
Liability
|
||||||
Balance,
February 2, 2008
|
$ | 115,912 | $ | 3,038 | ||||
Additions
to I/O strip and servicing liability
|
34,353 | 5,175 | ||||||
Net
reductions to other retained interests
|
(17,213 | ) | – | |||||
Reductions
and maturities of QSPE certificates
|
(285 | ) | – | |||||
Amortization
of the I/O strip and servicing liability
|
(38,347 | ) | (5,167 | ) | ||||
Valuation
adjustments to the I/O strip and servicing liability
|
33 | 0 | ||||||
Balance,
January 31, 2009
|
$ | 94,453 | $ | 3,046 |
January 31, 2009
|
February 2, 2008
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
(In
thousands)
|
Amount
|
Value
|
Amount
|
Value
|
||||||||||||
Assets:
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 93,759 | $ | 93,759 | $ | 60,978 | $ | 60,978 | ||||||||
Available-for-sale
securities
|
6,398 | 6,398 | 13,364 | 13,364 | ||||||||||||
Investment
in asset-backed securities
|
94,453 | 94,453 | 115,912 | 115,912 | ||||||||||||
Liabilities:
|
||||||||||||||||
1.125%
Senior Convertible Notes due 2014
|
275,000 | 75,295 | 275,000 | 196,676 | ||||||||||||
6.07%
mortgage note, due October 2014
|
10,419 | 11,330 | 11,078 | 11,626 | ||||||||||||
6.53%
mortgage note, due November 2012
|
5,250 | 5,493 | 6,650 | 6,863 | ||||||||||||
7.77%
mortgage note, due December 2011
|
7,249 | 7,959 | 7,897 | 8,585 | ||||||||||||
Other
long-term debt
|
422 | 414 | 673 | 651 |
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
(In
thousands, except per share amounts)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||
(Restated)(5)
|
(Restated)(5)
|
(Restated)(5)
|
||||||||||||||
Fiscal
2009
|
||||||||||||||||
Net
sales
|
$ | 641,346 | $ | 648,616 | $ | 553,066 | $ | 631,870 | ||||||||
Gross
profit
|
194,163 | 174,748 | 124,728 | 134,305 | ||||||||||||
Income/(loss)
from continuing operations
|
657 | (1) | (3,710 | )(2) | (57,785 | )(3) | (108,451 | )(4) | ||||||||
Loss
from discontinued operations(5)
|
(45,894 | ) | (5,153 | ) | (23,875 | ) | 0 | |||||||||
Net
loss(5)
|
(45,237 | )(1) | (8,863 | )(2) | (81,660 | )(3) | (108,451 | )(4) | ||||||||
Basic
net income/(loss) per share:
|
||||||||||||||||
Continuing
operations
|
$ | .01 | (1) | $ | (.03 | )(2) | $ | (.50 | )(3) | $ | (.94 | )(4) | ||||
Discontinued operations(5)
|
(.40 | ) | (.05 | ) | (.21 | ) | .00 | |||||||||
Net loss(5)
|
(.39 | )(1) | (.08 | )(2) | (.71 | )(3) | (.94 | )(4) | ||||||||
Diluted
net income/(loss) per share:
|
||||||||||||||||
Continuing
operations
|
.01 | (1) | (.03 | )(2) | (.50 | )(3) | (.94 | )(4) | ||||||||
Discontinued operations(5)
|
(.40 | ) | (.05 | ) | (.21 | ) | .00 | |||||||||
Net loss(5)
|
(.39 | )(1) | (.08 | )(2) | (.71 | )(3) | (.94 | )(4) | ||||||||
____________________
|
||||||||||||||||
(1)
Includes restructuring charges of $3,611 ($2,257 after tax or $(.02) per
diluted share). See “NOTE 14. RESTRUCTURING
AND OTHER CHARGES” above.
|
||||||||||||||||
(2)
Includes restructuring and other charges of $14,945 ($9,341after tax or
$(.08) per diluted share). See “NOTE 14. RESTRUCTURING
AND OTHER CHARGES” above.
|
||||||||||||||||
(3)
Includes store impairment charges of $20,216 ($(.18) per diluted share)
and restructuring and other charges of $6,391 ($(.06) per diluted
share). See “NOTE
13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND TRADEMARKS” and
“NOTE
14. RESTRUCTURING AND OTHER CHARGES” above.
|
||||||||||||||||
(4)
Includes store impairment charges of $16,576 ($(.14) per diluted share),
goodwill and trademark impairment charges of $44,706 ($(.39) per diluted
share), and restructuring charges of $8,198 ($(.07) per diluted
share). See “NOTE
13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND TRADEMAR,S” and
“NOTE
14. RESTRUCTURING AND OTHER CHARGES” above.
|
||||||||||||||||
(5)
Loss from discontinued operations and net loss and the related per-share
amounts as previously reported for the first three quarters have been
restated for excess tax benefits related to discontinued operations of
$10,780 ($(.09) per diluted share) recognized in the first quarter and
$526 ($(.01) per diluted share) recognized in the second quarter that were
reversed in the third quarter of $11,306 ($.10 per diluted share) as a
result of the correction of an error. The error was identified as
part of the finalization of the sale of the discontinued operations during
the Fiscal 2009 Third Quarter, and was related to our treatment of
deferred tax balances in calculating the estimated loss on
disposal. In determining the net book value used to calculate the
estimated pre-tax loss on disposal, we included the balance of the net
deferred tax liability relating to temporary differences of the assets and
liabilities to be disposed. We then included the reversal of the same
net deferred tax liability in our calculation of the tax benefit
associated with the pre-tax loss, thereby double-counting the impact of
the net deferred tax liability. The loss from discontinued operations
for the first quarter included an estimated loss on disposition of $39,170
($(.34) per diluted share), net of a tax benefit of
$6,081.
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
(In
thousands, except per share amounts)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||
Fiscal
2008
|
||||||||||||||||
Net
sales
|
$ | 696,614 | $ | 694,359 | $ | 599,665 | $ | 731,824 | ||||||||
Gross
profit
|
224,365 | 209,941 | 170,569 | 163,092 | ||||||||||||
Income/(loss)
from continuing operations
|
26,466 | 20,894 | (1,740 | ) (1) | (44,906 | )(2) | ||||||||||
Income/(loss)
from discontinued operations
|
(168 | ) | (2,615 | ) | (1,828 | ) | (80,428 | )(2) | ||||||||
Income/(loss)
before extraordinary item
|
26,298 | 18,279 | (3,568 | ) | (125,334 | )(2) | ||||||||||
Net
income/(loss)
|
26,298 | 18,279 | (3,568 | )(1) | (124,422 | )(2) | ||||||||||
Basic
net income/(loss) per share:
|
||||||||||||||||
Continuing
operations
|
$ | .22 | $ | .17 | $ | (.01 | ) | $ | (.39 | )(2) | ||||||
Discontinued
operations
|
.00 | (.02 | ) | (.02 | ) | (.69 | )(2) | |||||||||
Extraordinary
item
|
.00 | .00 | .00 | .01 | ||||||||||||
Net income/(loss)(3)
|
.21 | .15 | (.03 | ) | (1.07 | )(2) | ||||||||||
Diluted
net income/(loss) per share:
|
||||||||||||||||
Continuing
operations
|
.20 | .16 | (.01 | ) | (.39 | )(2) | ||||||||||
Discontinued
operations
|
.00 | (.02 | ) | (.02 | ) | (.69 | )(2) | |||||||||
Extraordinary
item
|
.00 | .00 | .00 | .01 | ||||||||||||
Net income/(loss)(3)
|
.20 | .14 | (.03 | ) | (1.07 | )(2) | ||||||||||
____________________
|
||||||||||||||||
(1)
Includes pre-tax gain of $6,830 from the purchase and subsequent
securitization of the LANE BRYANT credit card portfolio. See “NOTE 17. ASSET
SECURITIZATION” above.
|
||||||||||||||||
(2)
Loss from continuing operations includes impairment of goodwill of
$18,172 ($(.16) per diluted share), impairment of store assets of $9,025
($5,596 after tax or $(.05) per diluted share), and restructuring charges
of $5,332 ($3,306 after tax or $(.03) per diluted share. Loss from
discontinued operations includes impairment of goodwill and trademarks of
$80,047 ($75,740 after tax or $(.65) per diluted share. See “NOTE 2. DISCONTINUED
OPERATIONS,” “NOTE 13. IMPAIRMENT OF STORE ASSETS, GOODWILL AND
TRADEMARKS,” and “NOTE 14. RESTRUCTURING
AND OTHER CHARGES” above.
|
||||||||||||||||
(3)
Results may not add due to rounding.
|
Page
|
|
(a)(1) Financial
Statements
|
|
67
|
|
68-69
|
|
70
|
|
71
|
|
72
|
|
73
|
|
74
|
|
76
|
|
(a)(2) Financial
Statement Schedules
|
|
167
|
2.1
|
Covenant
Agreement, dated as of August 16, 2001, between Charming Shoppes, Inc. and
Limited Brands, Inc., incorporated by reference to Form 8-K of the
Registrant dated August 16, 2001, filed on August 31, 2001 (File No.
000-07258, Exhibit 2.3).
|
2.2
|
Master
Sublease, dated as of August 16, 2001, between Limited Brands, Inc. and
Lane Bryant, Inc., incorporated by reference to Form 8-K of the Registrant
dated August 16, 2001, filed on August 31, 2001 (File No. 000-07258,
Exhibit 2.4).
|
2.3
|
Stock
Purchase Agreement dated May 19, 2005 by and among Chestnut Acquisition
Sub, Inc., Crosstown Traders, Inc., the Securityholders of Crosstown
Traders, Inc. whose names are set forth on the signature pages thereto and
J.P. Morgan Partners (BHCA), L.P., as the Sellers’ Representative,
incorporated by reference to Form 8-K of the Registrant dated June 2,
2005, filed on June 8, 2005 (File No. 000-07258, Exhibit
2.1).
|
3.1
|
Restated
Articles of Incorporation, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended ended August 2, 2008 (File No. 000-07258,
Exhibit 3.1).
|
4.1
|
Amended
and Restated Rights Agreement, dated as of February 1, 2001, between
Charming Shoppes, Inc. and American Stock Transfer & Trust Company, as
Rights Agent, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit
4.1).
|
4.2
|
Registration
Agreement, dated as of August 16, 2001, between Charming Shoppes, Inc. and
Limited Brands, Inc., incorporated by reference to Form 8-K of the
Registrant dated August 16, 2001, filed on August 31, 2001 (File No.
000-07258, Exhibit 4.1).
|
4.3
|
Second
Amended and Restated Loan and Security Agreement, dated July 28, 2005, by
and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI
Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation, Lane
Bryant, Inc., and Crosstown Traders, Inc. as borrowers; a syndicate of
banks and other financial institutions as lenders, including Wachovia
Bank, National Association as agent for the lenders; and certain of the
Company’s subsidiaries as guarantors, incorporated by reference to Form
8-K of the Registrant dated July 28, 2005, filed on August 3, 2005 (File
No. 000-07258, Exhibit 10.1).
|
4.4
|
Amendment
No. 1, dated as of May 17, 2006, to Second Amended and Restated Loan and
Security Agreement, dated July 28, 2005, by and among Charming Shoppes,
Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB
Apparel, Inc., Catherines Stores Corporation, Lane Bryant, Inc., and
Crosstown Traders, Inc. as borrowers; a syndicate of banks and other
financial institutions as lenders, including Wachovia Bank, National
Association as agent for the lenders; and certain of the Company’s
subsidiaries as guarantors, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 29, 2006 (File No. 000-07258,
Exhibit 99.1).
|
4.5
|
Indenture
between the Company and Wells Fargo Bank, National Association, dated as
of April 30, 2007, incorporated by reference to Form 8-K of the Registrant
dated April 30, 2007, filed on May 3, 2007 (File No. 000-07258, Exhibit
4.1).
|
4.6
|
Form
of 1.125% Senior Convertible Note due 2012 (included in Exhibit
4.5).
|
10.1.1
|
Second
Amended and Restated Pooling and Servicing Agreement, dated as of November
25, 1997, as amended on July 22, 1999, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union
National Bank as Trustee, incorporated by reference to Form 8-K of
Charming Shoppes Master Trust and Charming Shoppes Receivables Corp.,
dated July 22, 1999 (File No. 333-71757, Exhibit No.
4.1).
|
10.1.2
|
Fourth
Amendment, dated as of August 5, 2004, to Second Amended and Restated
Pooling and Servicing Agreement, dated as of November 25, 1997, as amended
on July 22, 1999 and on May 8, 2001, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank,
National Association (formerly known as First Union National Bank) as
Trustee, incorporated by reference to Form 10-Q of the Registrant for the
quarter ended July 31, 2004 (File No. 000-07258, Exhibit
10.4).
|
10.1.3
|
Amendment,
dated as of March 18, 2005, to Second Amended and Restated Pooling and
Servicing Agreement, dated as of November 25, 1997, as amended on July 22,
1999, May 8, 2001, and August 5, 2004, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank,
National Association, as Trustee, incorporated by reference to Form 10-K
of the Registrant for the fiscal year ended January 29, 2005 (File No.
000-07258, Exhibit 10.1.3).
|
10.1.4
|
Amendment
dated as of October 17, 2007 to Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997 and heretofore amended
among Charming Shoppes Receivables Corp. (“CSRC”), Spirit of America, Inc.
(“SOAI”), and U.S. Bank National Association, as Trustee (“Trustee”),
incorporated by reference to Form 8-K of the Registrant dated October 17,
2007, filed on October 22, 2007 (File No. 000-07258, Exhibit
10.1).
|
10.1.5
|
Series
1999-1 Supplement, dated as of July 22, 1999, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997, as
amended on July 22, 1999, among Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc., as Servicer, and First Union National
Bank, as Trustee, for $150,000,000 Charming Shoppes Master Trust
Asset-Backed Certificates Series 1999-1, incorporated by reference to Form
8-K of Charming Shoppes Master Trust and Charming Shoppes Receivables
Corp., dated July 22, 1999 (File No. 333-71757, Exhibit No.
4.2).
|
10.1.6
|
Receivables
Purchase Agreement, dated as of May 28, 1999, among Charming Shoppes
Seller, Inc. as Seller, Spirit of America, Inc., as Servicer, Clipper
Receivables Corporation, as Purchaser, State Street Capital Corporation,
as Administrator, and State Street Bank & Trust Company, as
Relationship Bank, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258,
Exhibit 10.1.4).
|
10.1.7
|
Series
1999-2 Supplement, dated as of May 28, 1999, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997, as
amended on July 22, 1999, among Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc., as Servicer, and First Union National
Bank, as Trustee, for $55,750,000 Charming Shoppes Master Trust
Asset-Backed Certificates Series 1999-2, incorporated by reference to Form
10-K of the Registrant for the fiscal year ended January 29, 2000 (File
No. 000-07258, Exhibit 10.1.23).
|
10.1.9
|
Series
2000-VFC Supplement, dated as of November 9, 2000, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997,
among Charming Shoppes Receivables Corp., as Seller, Spirit of America,
Inc., as Servicer, and First Union National Bank, as Trustee, on behalf of
the Series 2000-VFC Certificateholders, for up to $60,122,700 Charming
Shoppes Master Trust Series 2000-VFC, incorporated by reference to Form
10-K of the Registrant for the fiscal year ended February 3, 2001 (File
No. 000-07258, Exhibit 10.1.16).
|
10.1.10
|
Certificate
Purchase Agreement, dated as of November 9, 2000, among Charming Shoppes
Receivables Corp. as Seller and as the Class B Purchaser, Spirit of
America, Inc. as Servicer, Monte Rosa Capital Corporation as the Conduit
Purchaser, and ING Baring (U.S.) Capital Markets LLC as Administrator for
the Conduit Purchaser, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 3, 2001 (File No. 000-07258,
Exhibit 10.1.17).
|
10.1.11
|
Purchase
Agreement dated as of March 14, 2005 between Citibank USA, N.A., Spirit of
America National Bank and Catherines, Inc., incorporated by reference to
Form 8-K of the Registrant dated March 18, 2005, filed on March 22, 2005
(File No. 000-07258, Exhibit 99).
|
10.1.12
|
Credit
Card Processing Agreement, among World Financial Network National Bank,
Lane Bryant, Inc., and Sierra Nevada Factoring, Inc., dated as of January
31, 1996, incorporated by reference to Form 10-K of the Registrant for the
fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit
10.1.9).
|
10.1.13
|
Amendment
to Credit Card Processing Agreement, among World Financial Network
National Bank, Lane Bryant, Inc., and Sierra Nevada Factoring, Inc., dated
as of January 28, 2005, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended January 29, 2005 (File No. 000-07258,
Exhibit 10.1.12).
|
10.1.14
|
Purchase
Agreement dated as of October 31, 2007 between World Financial Network
National Bank, Spirit of America National Bank, Lane Bryant, Inc., Sierra
Nevada Factoring, Inc., and Charming Shoppes Outlet Stores, LLC,
incorporated by reference to Form 8-K of the Registrant dated October 31,
2007, filed on November 5, 2007 (File No. 000-07258, Exhibit
99.1).
|
10.1.15
|
Purchase
and Sale Agreement, among Spirit of America National Bank, as Seller, and
Charming Shoppes Receivables Corp., as Purchaser, dated as of November 25,
1997, incorporated by reference to Form S-1/A of Charming Shoppes
Receivables Corp. (File No. 333-71757, Exhibit
10.1(a)).
|
10.1.16
|
First
Amendment to Purchase and Sale Agreement, among Spirit of America National
Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser,
dated as of July 22, 1999, incorporated by reference to Form 8-K of
Charming Shoppes Receivables Corp. (File No. 333-71757, Exhibit
10.1).
|
10.1.17
|
Series
2002-1 Supplement, dated as of November 20, 2002, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997, as
amended on July 22, 1999 and on May 8, 2001, among Charming Shoppes
Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and
Wachovia Bank, National Association, as Trustee, for $100,000,000 Charming
Shoppes Master Trust Asset-Backed Certificates Series 2002-1, incorporated
by reference to Form 10-Q of the Registrant for the quarter ended November
2, 2002 (File No. 000-07258, Exhibit 10.1).
|
10.1.18
|
Charming
Shoppes Master Trust $63,500,000 Fixed Rate Class A Asset Backed
Certificates, Series 2002-1 and $16,500,000 Fixed Rate Class B Asset
Backed Certificates, Series 2002-1 Certificate Purchase Agreement, dated
as of November 22, 2002, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended November 2, 2002 (File No. 000-07258,
Exhibit 10.2).
|
10.1.19
|
Certificate
Purchase Agreement, dated as of November 22, 2002, among Wachovia Bank,
National Association, as Trustee, Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc., as Servicer, and The Class C Holders
described therein, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended November 2, 2002 (File No. 000-07258,
Exhibit 10.3).
|
10.1.20
|
Certificate
Purchase Agreement, dated as of November 22, 2002, among Wachovia Bank,
National Association, as Trustee, Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc., as Servicer, and The Class D Holders
described therein, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended November 2, 2002 (File No. 000-07258,
Exhibit 10.4).
|
10.1.21
|
$14,000,000
Promissory Note, dated October 2002, between White Marsh Distribution,
LLC, as Borrower, and General Electric Capital Business Asset Funding
Corporation, as Payee and Holder, incorporated by reference to Form 10-Q
of the Registrant for the quarter ended November 2, 2002 (File No.
000-07258, Exhibit 10.5).
|
10.1.22
|
Commercial
Deed of Trust, Security Agreement, Assignment of Leases and Rents, and
Fixture Filing, made as of October 2002, among the Grantor, White Marsh
Distribution, LLC, as Borrower, in favor of James M. Smith, as Trustee,
for the benefit of the Beneficiary, General Electric Capital Business
Asset Funding Corporation, as Lender, incorporated by reference to Form
10-Q of the Registrant for the quarter ended November 2, 2002 (File No.
000-07258, Exhibit 10.6).
|
10.1.23
|
Certificate
Purchase Agreement, dated as of January 21, 2004, among Charming Shoppes
Receivables Corp., as Seller and as the Class B Purchaser, Spirit of
America, Inc., as Servicer, Sheffield Receivables Corporation, as the
Conduit Purchaser, and Barclay’s Bank PLC as Administrator for the Conduit
Purchaser, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended January 31, 2004 (File No. 000-07258, Exhibit
10.1.17).
|
10.1.24
|
Series
2004-VFC Supplement, dated as of January 21, 2004, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997 and
amended as of July 22, 1999 and as of May 8, 2001, among Charming Shoppes
Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and
Wachovia Bank, National Association, as Trustee on behalf of the Series
2004-VFC Certificateholders, for up to $132,000,000 Charming Shoppes
Master Trust Asset-Backed Certificates Series 2004-VFC, incorporated by
reference to Form 10-K of the Registrant for the fiscal year ended January
31, 2004 (File No. 000-07258, Exhibit 10.1.18).
|
10.1.25
|
Series
2004-1 Supplement, dated as of August 5, 2004, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997 (as
amended on July 22, 1999, on May 8, 2001 and on August 5, 2004), among
Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as
Servicer, and Wachovia Bank, National Association, as Trustee, on behalf
of the Series 2004-1 Certificateholders, for $180,000,000 Charming Shoppes
Master Trust Series 2004-1, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 2004 (File No. 000-07258,
Exhibit 10.5).
|
10.1.26
|
Second
Amendment dated as of November 14, 2008 to Series 2004-VFC Supplement,
dated as of January 21, 2004, among Charming Shoppes Receivables Corp, as
Seller, Spirit of America, Inc., as Servicer, and U.S. Bank National
Association, as successor in interest to Wachovia Bank, National
Association, as Trustee, and consented to by Barclays Bank, PLC.,
incorporated by reference to Form 10-Q of the Registrant for the quarter
ended November 1, 2008 (File No. 000-07258, Exhibit
10.23).
|
10.1.27
|
Certificate
Purchase Agreement, dated as of July 21, 2004, among Charming Shoppes
Receivables Corp., Fashion Service Corp., Spirit of America, Inc., and
Barclay’s Capital Inc. (as representative of the Initial Purchasers),
incorporated by reference to Form 10-Q of the Registrant for the quarter
ended July 31, 2004 (File No. 000-07258, Exhibit 10.6).
|
10.1.28
|
Certificate
Purchase Agreement, dated as of August 5, 2004, among Wachovia Bank,
National Association as Trustee, Charming Shoppes Receivables Corp. as
Seller, Spirit of America, Inc. as Servicer, and Clipper Receivables
Company LLC as Initial Class C Holder, incorporated by reference to Form
10-Q of the Registrant for the quarter ended July 31, 2004 (File No.
000-07258, Exhibit 10.7).
|
10.1.29
|
Mortgage,
Assignment of Leases and Rents and Security Agreement, dated as of October
6, 2004, between FB Distro Distribution Center, LLC, as Mortgagor, and
BankAtlantic Commercial Mortgage Capital, LLC, as Mortgagee, incorporated
by reference to Form 10-Q of the Registrant for the quarter ended October
30, 2004 (File No. 000-07258, Exhibit 10.9).
|
10.1.30
|
$13,000,000
Mortgage Note, dated October 6, 2004, between FB Distro Distribution
Center, LLC, as Maker, and BankAtlantic Commercial Mortgage Capital, LLC,
as Payee, incorporated by reference to Form 10-Q of the Registrant for the
quarter ended October 30, 2004 (File No. 000-07258, Exhibit
10.10).
|
10.1.31
|
Guaranty,
executed as of October 6, 2004, by Charming Shoppes, Inc., as Guarantor,
for the benefit of BankAtlantic Commercial Mortgage Capital, LLC, as
Lender, incorporated by reference to Form 10-Q of the Registrant for the
quarter ended October 30, 2004 (File No. 000-07258, Exhibit
10.11).
|
10.1.32
|
Hazardous
Substances Indemnity Agreement, dated October 6, 2004, by FB Distro
Distribution Center, LLC and by Charming Shoppes, Inc., jointly and
severally as Indemnitors, in favor of BankAtlantic Commercial Mortgage
Capital, LLC, as Holder, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended October 30, 2004 (File No. 000-07258,
Exhibit 10.12).
|
10.1.33
|
Amended
and Restated Class D Certificate Purchase Agreement, dated as of August
25, 2004, among Wachovia Bank, National Association as Trustee, Charming
Shoppes Receivables Corp. as Seller and as Initial Class D-1 Holder,
Spirit of America, Inc. as Servicer, and Clipper Receivables Company LLC,
as the Class D-1 Holder, incorporated by reference to Form 8-K of the
Registrant dated August 24, 2004, filed on August 27, 2004 (File No.
000-07258, Exhibit 99.1).
|
10.1.34
|
Amended
and Restated Certificate Purchase Agreement, dated as of November 22, 2004
and Amended and Restated as of November 18, 2004, among Wachovia Bank,
National Association as Trustee, Charming Shoppes Receivables Corp. as
Seller, Spirit of America, Inc. as Servicer, and the Class D-2
Certificateholders Described Herein, incorporated by reference to Form
10-Q of the Registrant for the quarter ended October 30, 2004 (File No.
000-07258, Exhibit 10.13).
|
10.1.35
|
Series
2007-1 Supplement dated as of October 17, 2007 to the Second Amended and
Restated Pooling and Servicing Agreement dated as of November 25, 1997 and
heretofore amended among CSRC, SOAI and Trustee, incorporated by reference
to Form 8-K of the Registrant dated October 17, 2007, filed on October 22,
2007 (File No. 000-07258, Exhibit 10.2).
|
10.1.36
|
Class
A, Class M, and Class B Certificate Purchase Agreement dated as of October
10, 2007 among CSRC, SOAI, Barclays Capital, Inc. and Fashion Service
Corp, incorporated by reference to Form 8-K of the Registrant dated
October 17, 2007, filed on October 22, 2007 (File No. 000-07258, Exhibit
10.3).
|
10.1.37
|
Class
C Purchase Agreement dated as of October 17, 2007 among CSRC, SOAI,
Trustee, Galleon Capital, LLC, and Clipper Receivables Company, LLC,
incorporated by reference to Form 8-K of the Registrant dated October 17,
2007, filed on October 22, 2007 (File No. 000-07258, Exhibit
10.4).
|
10.1.38
|
Amended
and Restated Receivables Purchase Agreement, dated as of June 2, 2005,
among Catalog Receivables LLC as Seller, Spirit of America, Inc. as
Servicer, Sheffield Receivables Corporation as Purchaser, and Barclays
Bank PLC as Administrator, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258,
Exhibit 10.1.31).
|
10.1.39
|
Amendment,
dated as of May 15, 2008, to Amended and Restated Receivables Purchase
Agreement dated as of June 2, 2005, by and among Catalog Receivables LLC
as seller; Spirit of America, Inc. as servicer; Sheffield Receivables
Corporation as Purchaser; and Barclays Bank PLC as administrator for the
Purchaser, incorporated by reference to Form 10-Q of the Registrant for
the quarter ended May 3, 2008 (File No. 000-07258, Exhibit
10.10).
|
10.1.40
|
Letter
Agreement, dated as of May 16, 2008, to Certificate Purchase Agreement,
dated as of May 28, 1999, as amended, among Charming Shoppes Receivables
Corp., as Seller and Class B Purchaser; Spirit of America, Inc., as
Servicer; Clipper Receivables Company, LLC, as Class A Purchaser; and
State Street Global Markets, LLC, as Administrator for the Class A
Purchaser, incorporated by reference to Form 10-Q of the Registrant for
the quarter ended May 3, 2008 (File No. 000-07258, Exhibit
10.11).
|
10.1.41
|
Letter
Agreement, dated as of June 20, 2008, to Certificate Purchase Agreement,
dated as of May 28, 1999, as amended, among Charming Shoppes Receivables
Corp., as Seller and Class B Purchaser; Spirit of America, Inc., as
Servicer; Clipper Receivables Company, LLC, as Class A Purchaser; and
State Street Global Markets, LLC, as Administrator for the Class A
Purchaser, incorporated by reference to Form 10-Q of the Registrant for
the quarter ended August 2, 2008 (File No. 000-07258, Exhibit
10.12).
|
10.1.42
|
Registration
Rights Agreement among the Company and Banc of America Securities LLC and
J.P. Morgan Securities Inc., dated as of April 30, 2007, incorporated by
reference to Form 8-K of the Registrant dated April 30, 2007, filed on May
3, 2007 (File No. 000-07258, Exhibit 10.1).
|
10.1.43
|
Convertible
Bond Hedge Transaction Confirmation entered into by and between the
Company and Bank of America, N.A., dated April 24, 2007, incorporated by
reference to Form 8-K of the Registrant dated April 25, 2007, filed on May
1, 2007 (File No. 000-07258, Exhibit 10.1).
|
10.1.44
|
Convertible
Bond Hedge Transaction Confirmation entered into by and between the
Company and JPMorgan Chase Bank, National Association, dated April 24,
2007, incorporated by reference to Form 8-K of the Registrant dated April
25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit
10.2).
|
10.1.45
|
Convertible
Bond Hedge Transaction Confirmation entered into by and between the
Company and Wachovia Bank, National Association, dated April 24, 2007,
incorporated by reference to Form 8-K of the Registrant dated April 25,
2007, filed on May 1, 2007 (File No. 000-07258, Exhibit
10.3).
|
10.1.46
|
Issuer
Warrant Transaction Confirmation entered into by and between the Company
and Bank of America, N.A., dated April 24, 2007, incorporated by reference
to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007
(File No. 000-07258, Exhibit 10.4).
|
10.1.47
|
Issuer
Warrant Transaction Confirmation entered into by and between the Company
and JPMorgan Chase Bank, National Association, dated April 24, 2007,
incorporated by reference to Form 8-K of the Registrant dated April 25,
2007, filed on May 1, 2007 (File No. 000-07258, Exhibit
10.5).
|
10.1.48
|
Issuer
Warrant Transaction Confirmation entered into by and between the Company
and Wachovia Bank, National Association, dated April 24, 2007,
incorporated by reference to Form 8-K of the Registrant dated April 25,
2007, filed on May 1, 2007 (File No. 000-07258, Exhibit
10.6).
|
10.1.49
|
Settlement
Agreement by and between Charming Shoppes, Inc. and The Charming Shoppes
Full Value Committee dated as of May 8, 2008, incorporated by reference to
Form 8-K of the Registrant dated May 8, 2008, filed on May 9, 2008 (File
No. 000-07258, Exhibit 10.1).
|
10.1.50
|
Stock
Purchase Agreement dated as of August 25, 2008 by and between Crosstown
Traders, Inc., Norm Thompson Outfitters, Inc., Charming Shoppes, Inc. and
the other persons listed on the signature page thereto, incorporated by
reference to Form 8-K of the Registrant dated August 25, 2008, filed on
August 28, 2008 (File No. 000-07258, Exhibit 10.1).*
|
10.1.51
|
Purchase
Agreement dated as of August 25, 2008 between Spirit of America National
Bank and World Financial Network National Bank, incorporated by reference
to Form 8-K of the Registrant dated August 25, 2008, filed on August 28,
2008 (File No. 000-07258, Exhibit 10.2).*
|
10.1.52
|
Private
Label Credit Card Plan Agreement dated as of August 25, 2008 by and
between Arizona Mail Order Company, Inc. and Spirit of America National
Bank, incorporated by reference to Form 8-K of the Registrant dated August
25, 2008, filed on August 28, 2008 (File No. 000-07258, Exhibit
10.3).*
|
10.1.53
|
Amendment
No. 1 to Stock Purchase Agreement dated as of September 18, 2008 by and
among Crosstown Traders, Inc. and Norm Thompson Outfitters, Inc.,
incorporated by reference to Form 8-K of the Registrant dated September
18, 2008, filed on September 19, 2008 (File No. 000-07258, Exhibit
10.2).*
|
10.1.54
|
Transition
Services Agreement dated as of September 18, 2008 by and between Charming
Shoppes of Delaware, Inc. and Arizona Mail Order Company, incorporated by
reference to Form 8-K of the Registrant dated September 18, 2008, filed on
September 19, 2008 (File No. 000-07258, Exhibit 10.3).*
|
* Schedules
and attachments have been omitted but will be provided to the Commission
upon request.
|
10.2.1
|
The
1988 Key Employee Stock Option Plan of Charming Shoppes, Inc., as amended
and restated January 25, 2006, incorporated by reference to Form 10-K of
the Registrant for the fiscal year ended January 28, 2006 (File No.
000-07258, Exhibit 10.2.1).
|
10.2.2
|
Form
of Charming Shoppes, Inc. 1988 Key Employee Stock Option Plan Key Employee
Stock Option Agreement, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258,
Exhibit 10.2.2).
|
10.2.3
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program, As
Amended and Restated, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 1999 (File No. 000-07258,
Exhibit 10.1).
|
10.2.4
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program, As
Amended and Restated at June 27, 2002, incorporated by reference to Form
10-K of the Registrant for the fiscal year ended February 1, 2003 (File
No. 000-07258, Exhibit 10.2.6).
|
10.2.5
|
The
Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan,
Amended and Restated Effective January 1, 2005, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February 3, 2007
(File No. 000-07258, Exhibit 10.2.5).
|
10.2.6
|
Charming
Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan, amended and
restated effective June 21, 2007, incorporated by reference to Form 10-Q
of the Registrant for the quarter ended August 4, 2007 (File No.
000-07258, Exhibit 10.8).
|
10.2.7
|
Charming
Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan, Amended and
Restated, Effective May 7, 2008, incorporated by reference to Form 10-Q of
the Registrant for the quarter ended May 3, 2008 (File No. 000-07258,
Exhibit 10.12).
|
10.2.8
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program Stock
Option Agreement, incorporated by reference to Form 10-Q of the Registrant
for the quarter ended July 31, 1999 (File No. 000-07258, Exhibit
10.2).
|
10.2.9
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program
Restricted Stock Agreement, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 1999 (File No. 000-07258,
Exhibit 10.3).
|
10.2.10
|
Form
of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan
Stock Option Agreement, incorporated by reference to Form 8-K of the
Registrant dated June 23, 2005, filed on June 29, 2005 (File No.
000-07258, Exhibit 10.1).
|
10.2.11
|
Form
of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan
Restricted Share Units Agreement, incorporated by reference to Form 8-K of
the Registrant dated June 23, 2005, filed on June 29, 2005 (File No.
000-07258, Exhibit 10.2).
|
10.2.12
|
The
1993 Employees’ Stock Incentive Plan of Charming Shoppes, Inc.,
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended January 29, 1994 (File No. 000-07258, Exhibit
10.2.10).
|
10.2.13
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted
Stock Agreement, dated as of February 11, 2002, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February 2, 2002
(File No. 000-07258, Exhibit 10.2.8).
|
10.2.14
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option
Agreement (regular vesting schedule), incorporated by reference to Form
10-K of the Registrant for the fiscal year ended February 2, 2002 (File
No. 000-07258, Exhibit 10.2.20).
|
10.2.15
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option
Agreement (accelerated vesting schedule), incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 2, 2002
(File No. 000-07258, Exhibit 10.2.21).
|
10.2.16
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan
Performance-Accelerated Stock Option Agreement, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February 2, 2002
(File No. 000-07258, Exhibit 10.2.22).
|
10.2.17
|
The
Charming Shoppes, Inc. Employee Stock Purchase Plan, as amended,
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended February 3, 1996 (File No. 000-07258, Exhibit
10.2.10).
|
10.2.18
|
The
Charming Shoppes Inc. 1999 Associates’ Stock Incentive Plan, incorporated
by reference to Form 10-K of the Registrant for the fiscal year ended
January 30, 1999 (File No. 000-07258, Exhibit 10.2.24).
|
10.2.19
|
Charming
Shoppes, Inc. 1999 Associates’ Stock Incentive Plan Stock Option
Agreement, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended January 30, 1999 (File No. 000-07258, Exhibit
10.2.25).
|
10.2.20
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit
10.2.29).
|
10.2.21
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Stock Option Agreement (regular vesting schedule),
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended February 2, 2002 (File No. 000-07258, Exhibit
10.2.23).
|
10.2.22
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Stock Option Agreement (accelerated vesting schedule),
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended February 2, 2002 (File No. 000-07258, Exhibit
10.2.24).
|
10.2.23
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Restricted Stock Agreement, incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 2, 2002
(File No. 000-07258, Exhibit 10.2.25).
|
10.2.26
|
Form
of Time-Based Stock Appreciation Rights Agreement for Executive Officers,
incorporated by reference to Form 8-K of the Registrant dated March 23,
2009, filed on March 27, 2009 (File No. 000-07258, Exhibit
10.1).
|
10.2.28
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Stock Option Agreement,
incorporated by reference to Form 10-Q of the Registrant for the quarter
ended October 30, 2004 (File No. 000-07258, Exhibit
10.15).
|
10.2.29
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Agreement – Section 16 Officers, incorporated by reference to Form
8-K of the Registrant dated February 7, 2005, filed on February 11, 2005
(File No. 000-07258, Exhibit 99.2).
|
10.2.30
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement, incorporated by reference to Form 8-K of the Registrant
dated February 7, 2005, filed on February 11, 2005 (File No. 000-07258,
Exhibit 99.4).
|
10.2.31
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Units Agreement, incorporated by reference to Form 8-K of the
Registrant dated March 15, 2006, filed on March 20, 2006 (File No.
000-07258, Exhibit 99.1).
|
10.2.32
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock
Agreement – Associates Other Than Section 16 Officers, incorporated by
reference to Form 10-Q of the Registrant for the quarter ended October 30,
2004 (File No. 000-07258, Exhibit 10.17).
|
10.2.33
|
Form
of Time-Based Restricted Stock Units Agreement for Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated April 1,
2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.1).
|
10.2.34
|
Form
of Time-Based Stock Appreciation Rights Agreement for Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated April 1,
2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.2).
|
10.2.35
|
Form
of Time-Based Restricted Stock Units Agreement for Other Executive
Officers, incorporated by reference to Form 8-K of the Registrant dated
April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.3).
|
10.2.36
|
Form
of Time-Based Stock Appreciation Rights Agreement for Other Executive
Officers, incorporated by reference to Form 8-K of the Registrant dated
April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.4).
|
10.2.37
|
Form
of Performance-Based Restricted Stock Units Agreement for Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated April 1,
2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.5).
|
10.2.38
|
Form
of Performance-Based Stock Appreciation Rights Agreement for Dorrit J.
Bern, incorporated by reference to Form 8-K of the Registrant dated April
1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.6).
|
10.2.39
|
Form
of Additional Time-Based Restricted Stock Units Agreement for Other
Executive Officers, incorporated by reference to Form 8-K of the
Registrant dated April 1, 2008, filed on April 7, 2008 (File No.
000-07258, Exhibit 10.7).
|
10.2.40
|
Form
of Additional Time-Based Stock Appreciation Rights Agreement for Other
Executive Officers, incorporated by reference to Form 8-K of the
Registrant dated April 1, 2008, filed on April 7, 2008 (File No.
000-07258, Exhibit 10.8).
|
10.2.41
|
Form
of Performance-Based EBITDA Stock Appreciation Rights Agreement,
incorporated by reference to Form 8-K of the Registrant dated April 1,
2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.9).
|
10.2.42
|
Form
of Stock Appreciation Rights Agreement for Alan Rosskamm, incorporated by
reference to Form 10-Q of the Registrant for the quarter ended August 2,
2008. (File No. 000-07258, Exhibit 10.10).
|
10.2.43
|
Charming
Shoppes, Inc. Supplemental Retirement Plan, effective February 1, 2003,
incorporated by reference to Form 10-Q of the Registrant for the quarter
ended May 3, 2003 (File No. 000-07258, Exhibit 10.1).
|
10.2.44
|
Amendment
2007-1, Charming Shoppes, Inc. Supplemental Benefit Trust Agreement, dated
as of January 25, 2007, to the Charming Shoppes, Inc. Supplemental
Retirement Plan, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit
10.2.29).
|
10.2.45
|
Amendment
2008-1 to Charming Shoppes, Inc. Supplemental Executive Retirement Plan,
incorporated by reference to Form 8-K of the Registrant dated December 17,
2008, filed on December 19, 2008 (File No. 000-07258, Exhibit
99.1).
|
10.2.46
|
2003
Incentive Compensation Plan, incorporated by reference to Appendix A of
the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities
Exchange Act of 1934, filed on May 23, 2008 (File No.
000-07258).
|
10.2.47
|
Form
of Charming Shoppes, Inc. 2003 Incentive Compensation Plan Inducement
Grant Stock Appreciation Rights Agreement, incorporated by reference to
Form 10-Q of the Registrant for the quarter ended November 1, 2008 (File
No. 000-07258, Exhibit 10.24).
|
10.2.48
|
Charming
Shoppes Variable Deferred Compensation Plan For Executives, Amended and
Restated Effective January 1, 2005, incorporated by reference to Form 8-K
of the Registrant dated December 13, 2005, filed December 16, 2005 (File
No. 000-07258, Exhibit 99.1).
|
10.2.49
|
Amendment
2007-1, Charming Shoppes, Inc. Supplemental Benefit Trust Agreement, dated
as of January 25, 2007, to the Charming Shoppes Variable Deferred
Compensation Plan for Executives and the Charming Shoppes Non-Employee
Director Compensation Plan, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 3, 2007 (File No. 000-07258,
Exhibit 10.2.32).
|
10.2.50
|
Form
of Bonus Agreement by and between Charming Shoppes, Inc. and the Executive
Officer named in the Agreement, incorporated by reference to Form 10-Q of
the Registrant for the quarter ended October 30, 2004 (File No. 000-07258,
Exhibit 10.14).
|
10.2.51
|
Charming
Shoppes, Inc. Annual Incentive Program As Amended and Restated January 19,
2005, incorporated by reference to Form 8-K of the Registrant dated
January 19, 2005, filed January 25, 2005 (File No. 000-07258, Exhibit
99.1).
|
10.2.52
|
Charming
Shoppes, Inc. Annual Incentive Program As Amended and Restated February 2,
2006, incorporated by reference to Form 8-K of the Registrant dated
February 2, 2006, filed February 8, 2006 (File No. 000-07258, Exhibit
99.1).
|
10.2.53
|
Charming
Shoppes, Inc. Annual Incentive Program As Amended and Restated January 24,
2007, incorporated by reference to Form 10-K of the Registrant for the
fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit
10.2.36).
|
10.2.54
|
Charming
Shoppes, Inc. Annual Incentive Program – Fiscal 2009, as amended and
restated March 27, 2008, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended May 3, 2008 (File No. 000-07258, Exhibit
10.13).
|
10.2.55
|
Employment
Agreement, dated as of January 1, 2005, by and between Charming Shoppes,
Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the
Registrant dated January 3, 2005, filed on January 4, 2005 (File No.
000-07258, Exhibit 99.1)
|
10.2.56
|
Employment
Agreement, dated as of December 31, 2007, by and between Charming Shoppes,
Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the
Registrant dated December 31, 2007, filed on January 2, 2008 (File No.
000-07258, Exhibit 99.1)
|
10.2.57
|
Separation
Agreement, dated July 8, 2008, by and between Charming Shoppes, Inc. and
Dorrit J. Bern, incorporated by reference to Form 10-Q of the Registrant
for the quarter ended August 2, 2008 (File No. 000-07258, Exhibit
10.16).
|
10.2.58
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted
Stock Agreement, dated as of May 13, 2004, between Charming Shoppes, Inc.
and Dorrit J. Bern, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 2004 (File No. 000-07258,
Exhibit 10.8).
|
10.2.59
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock
Agreement, dated as of January 3, 2005, between Charming Shoppes, Inc. and
Dorrit J. Bern, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended January 29, 2005 (File No. 000-07258, Exhibit
10.2.37).
|
10.2.60
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February 7,
2005, filed on February 11, 2005 (File No. 000-07258, Exhibit
99.1)
|
10.2.61
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February 7,
2005, filed on February 11, 2005 (File No. 000-07258, Exhibit
99.3)
|
10.2.62
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Units Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February 2,
2006, filed on February 8, 2006 (File No. 000-07258, Exhibit
99.2)
|
10.2.63
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February 2,
2006, filed on February 8, 2006 (File No. 000-07258, Exhibit
99.3)
|
10.2.64
|
Forms
of Executive Severance Agreements by and between Charming Shoppes, Inc.,
the named executive officers in the company’s Proxy Statement for the
Annual Meeting held on June 15, 2000, and certain other executive officers
and officers of Charming Shoppes, Inc. and its subsidiaries, incorporated
by reference to Form 10-K of the Registrant for the fiscal year ended
January 29, 2000 (File No. 000-07258, Exhibit 10.2.33).
|
10.2.65
|
Forms
of First Amendment, dated as of February 6, 2003, to Forms of Executive
Severance Agreements, dated July 15, 1999, by and between Charming
Shoppes, Inc., and the executive officers and officers named in the
Agreements, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended February 1, 2003 (File No. 000-07258, Exhibit
10.2.30).
|
10.2.66
|
Form
of Second Amendment to Form of Executive Severance Agreement, dated July
15, 1999, as amended by First Amendment, dated as of February 6, 2003, by
and between Charming Shoppes, Inc. and the executive officers and officers
named in the agreements, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 2, 2008 (File No. 000-07258,
Exhibit 10.2.48).
|
10.2.67
|
Form
of Executive Severance Agreement, dated February 6, 2003, by and between
Charming Shoppes, Inc. and certain executive officers and officers of
Charming Shoppes, Inc. and its subsidiaries, incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 1, 2003
(File No. 000-07258, Exhibit 10.2.31).
|
10.2.68
|
Form
of Severance Agreement, dated February 1, 2008, by and between Charming
Shoppes, Inc. and certain executive vice presidents named in the
agreements, incorporated by reference to Form 8-K of the Registrant dated
February 1, 2008, Filed on February 5, 2008 (File No. 000-07258, Exhibit
10.1).
|
10.2.69
|
Form
of Severance Agreement, dated February 1, 2008, by and between Charming
Shoppes, Inc. and certain senior vice presidents named in the agreements,
incorporated by reference to Form 8-K of the Registrant dated February 1,
2008, Filed on February 5, 2008 (File No. 000-07258, Exhibit
10.2).
|
10.2.70
|
Form
of Amendment, dated September 18, 2008, to the Severance Agreements
between certain executive vice presidents and the Company, including the
following named executive officers: Eric M. Specter, Joseph M.
Baron and Colin D. Stern, incorporated by reference to Form 8-K of the
Registrant dated September 18, 2008, filed on September 24, 2008 (File No.
000-07258, Exhibit 10.1).
|
CHARMING SHOPPES, INC.
|
|
(Registrant)
|
|
Date: March
30, 2009
|
/S/ ALAN ROSSKAMM
|
Alan
Rosskamm
|
|
Chairman
of the Board
|
|
Interim
Chief Executive Officer
|
/S/ ALAN ROSSKAMM
|
/S/ ERIC M. SPECTER
|
Alan
Rosskamm
|
Eric
M. Specter
|
Chairman
of the Board
|
Executive
Vice President
|
Interim
Chief Executive Officer
|
Chief
Financial Officer
|
March
30, 2009
|
March
30, 2009
|
/S/ JOHN J. SULLIVAN
|
/S/ ARNAUD AJDLER
|
John
J. Sullivan
|
Arnaud
Ajdler
|
Vice
President, Corporate Controller
|
Director
|
Chief
Accounting Officer
|
March
30, 2009
|
March
30, 2009
|
|
/S/ MICHAEL C. APPEL
|
/S/ RICHARD W. BENNET,
III
|
Michael
C. Appel
|
Richard
W. Bennet, III
|
Director
|
Director
|
March
30, 2009
|
March
30, 2009
|
/S/ YVONNE M. CURL
|
/S/ PAMELA DAVIES
|
Yvonne
M. Curl
|
Pamela
Davies
|
Director
|
Director
|
March
30, 2009
|
March
30, 2009
|
/S/ MICHAEL GOLDSTEIN
|
/S/ CHARLES T. HOPKINS
|
Michael
Goldstein
|
Charles
T. Hopkins
|
Director
|
Director
|
March
30, 2009
|
March
30, 2009
|
/S/ KATHERINE M. HUDSON
|
/S/ M. JEANNINE
STRANDJORD
|
Katherine
M. Hudson
|
M.
Jeannine Strandjord
|
Director
|
Director
|
March
30, 2009
|
March
30,
2009
|
2.1
|
Covenant
Agreement, dated as of August 16, 2001, between Charming Shoppes, Inc. and
Limited Brands, Inc., incorporated by reference to Form 8-K of the
Registrant dated August 16, 2001, filed on August 31, 2001 (File No.
000-07258, Exhibit 2.3).
|
|
2.2
|
Master
Sublease, dated as of August 16, 2001, between Limited Brands, Inc. and
Lane Bryant, Inc., incorporated by reference to Form 8-K of the Registrant
dated August 16, 2001, filed on August 31, 2001 (File No. 000-07258,
Exhibit 2.4).
|
|
2.3
|
Stock
Purchase Agreement dated May 19, 2005 by and among Chestnut Acquisition
Sub, Inc., Crosstown Traders, Inc., the Securityholders of Crosstown
Traders, Inc. whose names are set forth on the signature pages thereto and
J.P. Morgan Partners (BHCA), L.P., as the Sellers’ Representative,
incorporated by reference to Form 8-K of the Registrant dated June 2,
2005, filed on June 8, 2005 (File No. 000-07258, Exhibit
2.1).
|
|
3.1
|
Restated
Articles of Incorporation, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended ended August 2, 2008 (File No. 000-07258,
Exhibit 3.1).
|
|
4.1
|
Amended
and Restated Rights Agreement, dated as of February 1, 2001, between
Charming Shoppes, Inc. and American Stock Transfer & Trust Company, as
Rights Agent, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit
4.1).
|
|
4.2
|
Registration
Agreement, dated as of August 16, 2001, between Charming Shoppes, Inc. and
Limited Brands, Inc., incorporated by reference to Form 8-K of the
Registrant dated August 16, 2001, filed on August 31, 2001 (File No.
000-07258, Exhibit 4.1).
|
|
4.3
|
Second
Amended and Restated Loan and Security Agreement, dated July 28, 2005, by
and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI
Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation, Lane
Bryant, Inc., and Crosstown Traders, Inc. as borrowers; a syndicate of
banks and other financial institutions as lenders, including Wachovia
Bank, National Association as agent for the lenders; and certain of the
Company’s subsidiaries as guarantors, incorporated by reference to Form
8-K of the Registrant dated July 28, 2005, filed on August 3, 2005 (File
No. 000-07258, Exhibit 10.1).
|
|
4.4
|
Amendment
No. 1, dated as of May 17, 2006, to Second Amended and Restated Loan and
Security Agreement, dated July 28, 2005, by and among Charming Shoppes,
Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB
Apparel, Inc., Catherines Stores Corporation, Lane Bryant, Inc., and
Crosstown Traders, Inc. as borrowers; a syndicate of banks and other
financial institutions as lenders, including Wachovia Bank, National
Association as agent for the lenders; and certain of the Company’s
subsidiaries as guarantors, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 29, 2006 (File No. 000-07258,
Exhibit 99.1).
|
|
4.5
|
Indenture
between the Company and Wells Fargo Bank, National Association, dated as
of April 30, 2007, incorporated by reference to Form 8-K of the Registrant
dated April 30, 2007, filed on May 3, 2007 (File No. 000-07258, Exhibit
4.1).
|
|
4.6
|
Form
of 1.125% Senior Convertible Note due 2012 (included in Exhibit
4.5).
|
|
10.1.1
|
Second
Amended and Restated Pooling and Servicing Agreement, dated as of November
25, 1997, as amended on July 22, 1999, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union
National Bank as Trustee, incorporated by reference to Form 8-K of
Charming Shoppes Master Trust and Charming Shoppes Receivables Corp.,
dated July 22, 1999 (File No. 333-71757, Exhibit No. 4.1).
|
|
10.1.2
|
Fourth
Amendment, dated as of August 5, 2004, to Second Amended and Restated
Pooling and Servicing Agreement, dated as of November 25, 1997, as amended
on July 22, 1999 and on May 8, 2001, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank,
National Association (formerly known as First Union National Bank) as
Trustee, incorporated by reference to Form 10-Q of the Registrant for the
quarter ended July 31, 2004 (File No. 000-07258, Exhibit
10.4).
|
|
10.1.3
|
Amendment,
dated as of March 18, 2005, to Second Amended and Restated Pooling and
Servicing Agreement, dated as of November 25, 1997, as amended on July 22,
1999, May 8, 2001, and August 5, 2004, among Charming Shoppes Receivables
Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank,
National Association, as Trustee, incorporated by reference to Form 10-K
of the Registrant for the fiscal year ended January 29, 2005 (File No.
000-07258, Exhibit 10.1.3).
|
|
10.1.4
|
Amendment
dated as of October 17, 2007 to Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997 and heretofore amended
among Charming Shoppes Receivables Corp. (“CSRC”), Spirit of America, Inc.
(“SOAI”), and U.S. Bank National Association, as Trustee (“Trustee”),
incorporated by reference to Form 8-K of the Registrant dated October 17,
2007, filed on October 22, 2007 (File No. 000-07258, Exhibit
10.1).
|
|
10.1.5
|
Series
1999-1 Supplement, dated as of July 22, 1999, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997, as
amended on July 22, 1999, among Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc., as Servicer, and First Union National
Bank, as Trustee, for $150,000,000 Charming Shoppes Master Trust
Asset-Backed Certificates Series 1999-1, incorporated by reference to Form
8-K of Charming Shoppes Master Trust and Charming Shoppes Receivables
Corp., dated July 22, 1999 (File No. 333-71757, Exhibit No.
4.2).
|
|
10.1.6
|
Receivables
Purchase Agreement, dated as of May 28, 1999, among Charming Shoppes
Seller, Inc. as Seller, Spirit of America, Inc., as Servicer, Clipper
Receivables Corporation, as Purchaser, State Street Capital Corporation,
as Administrator, and State Street Bank & Trust Company, as
Relationship Bank, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258,
Exhibit 10.1.4).
|
10.1.7
|
Series
1999-2 Supplement, dated as of May 28, 1999, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997, as
amended on July 22, 1999, among Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc., as Servicer, and First Union National
Bank, as Trustee, for $55,750,000 Charming Shoppes Master Trust
Asset-Backed Certificates Series 1999-2, incorporated by reference to Form
10-K of the Registrant for the fiscal year ended January 29, 2000 (File
No. 000-07258, Exhibit 10.1.23).
|
10.1.9
|
Series
2000-VFC Supplement, dated as of November 9, 2000, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997,
among Charming Shoppes Receivables Corp., as Seller, Spirit of America,
Inc., as Servicer, and First Union National Bank, as Trustee, on behalf of
the Series 2000-VFC Certificateholders, for up to $60,122,700 Charming
Shoppes Master Trust Series 2000-VFC, incorporated by reference to Form
10-K of the Registrant for the fiscal year ended February 3, 2001 (File
No. 000-07258, Exhibit 10.1.16).
|
10.1.10
|
Certificate
Purchase Agreement, dated as of November 9, 2000, among Charming Shoppes
Receivables Corp. as Seller and as the Class B Purchaser, Spirit of
America, Inc. as Servicer, Monte Rosa Capital Corporation as the Conduit
Purchaser, and ING Baring (U.S.) Capital Markets LLC as Administrator for
the Conduit Purchaser, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 3, 2001 (File No. 000-07258,
Exhibit 10.1.17).
|
10.1.11
|
Purchase
Agreement dated as of March 14, 2005 between Citibank USA, N.A., Spirit of
America National Bank and Catherines, Inc., incorporated by reference to
Form 8-K of the Registrant dated March 18, 2005, filed on March 22, 2005
(File No. 000-07258, Exhibit 99).
|
10.1.12
|
Credit
Card Processing Agreement, among World Financial Network National Bank,
Lane Bryant, Inc., and Sierra Nevada Factoring, Inc., dated as of January
31, 1996, incorporated by reference to Form 10-K of the Registrant for the
fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit
10.1.9).
|
10.1.13
|
Amendment
to Credit Card Processing Agreement, among World Financial Network
National Bank, Lane Bryant, Inc., and Sierra Nevada Factoring, Inc., dated
as of January 28, 2005, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended January 29, 2005 (File No. 000-07258,
Exhibit 10.1.12).
|
10.1.14
|
Purchase
Agreement dated as of October 31, 2007 between World Financial Network
National Bank, Spirit of America National Bank, Lane Bryant, Inc., Sierra
Nevada Factoring, Inc., and Charming Shoppes Outlet Stores, LLC,
incorporated by reference to Form 8-K of the Registrant dated October 31,
2007, filed on November 5, 2007 (File No. 000-07258, Exhibit
99.1).
|
10.1.15
|
Purchase
and Sale Agreement, among Spirit of America National Bank, as Seller, and
Charming Shoppes Receivables Corp., as Purchaser, dated as of November 25,
1997, incorporated by reference to Form S-1/A of Charming Shoppes
Receivables Corp. (File No. 333-71757, Exhibit
10.1(a)).
|
10.1.16
|
First
Amendment to Purchase and Sale Agreement, among Spirit of America National
Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser,
dated as of July 22, 1999, incorporated by reference to Form 8-K of
Charming Shoppes Receivables Corp. (File No. 333-71757, Exhibit
10.1).
|
10.1.17
|
Series
2002-1 Supplement, dated as of November 20, 2002, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997, as
amended on July 22, 1999 and on May 8, 2001, among Charming Shoppes
Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and
Wachovia Bank, National Association, as Trustee, for $100,000,000 Charming
Shoppes Master Trust Asset-Backed Certificates Series 2002-1, incorporated
by reference to Form 10-Q of the Registrant for the quarter ended November
2, 2002 (File No. 000-07258, Exhibit 10.1).
|
10.1.18
|
Charming
Shoppes Master Trust $63,500,000 Fixed Rate Class A Asset Backed
Certificates, Series 2002-1 and $16,500,000 Fixed Rate Class B Asset
Backed Certificates, Series 2002-1 Certificate Purchase Agreement, dated
as of November 22, 2002, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended November 2, 2002 (File No. 000-07258,
Exhibit 10.2).
|
10.1.19
|
Certificate
Purchase Agreement, dated as of November 22, 2002, among Wachovia Bank,
National Association, as Trustee, Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc., as Servicer, and The Class C Holders
described therein, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended November 2, 2002 (File No. 000-07258,
Exhibit 10.3).
|
10.1.20
|
Certificate
Purchase Agreement, dated as of November 22, 2002, among Wachovia Bank,
National Association, as Trustee, Charming Shoppes Receivables Corp., as
Seller, Spirit of America, Inc., as Servicer, and The Class D Holders
described therein, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended November 2, 2002 (File No. 000-07258,
Exhibit 10.4).
|
10.1.21
|
$14,000,000
Promissory Note, dated October 2002, between White Marsh Distribution,
LLC, as Borrower, and General Electric Capital Business Asset Funding
Corporation, as Payee and Holder, incorporated by reference to Form 10-Q
of the Registrant for the quarter ended November 2, 2002 (File No.
000-07258, Exhibit 10.5).
|
10.1.22
|
Commercial
Deed of Trust, Security Agreement, Assignment of Leases and Rents, and
Fixture Filing, made as of October 2002, among the Grantor, White Marsh
Distribution, LLC, as Borrower, in favor of James M. Smith, as Trustee,
for the benefit of the Beneficiary, General Electric Capital Business
Asset Funding Corporation, as Lender, incorporated by reference to Form
10-Q of the Registrant for the quarter ended November 2, 2002 (File No.
000-07258, Exhibit 10.6).
|
10.1.23
|
Certificate
Purchase Agreement, dated as of January 21, 2004, among Charming Shoppes
Receivables Corp., as Seller and as the Class B Purchaser, Spirit of
America, Inc., as Servicer, Sheffield Receivables Corporation, as the
Conduit Purchaser, and Barclay’s Bank PLC as Administrator for the Conduit
Purchaser, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended January 31, 2004 (File No. 000-07258, Exhibit
10.1.17).
|
10.1.24
|
Series
2004-VFC Supplement, dated as of January 21, 2004, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997 and
amended as of July 22, 1999 and as of May 8, 2001, among Charming Shoppes
Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and
Wachovia Bank, National Association, as Trustee on behalf of the Series
2004-VFC Certificateholders, for up to $132,000,000 Charming Shoppes
Master Trust Asset-Backed Certificates Series 2004-VFC, incorporated by
reference to Form 10-K of the Registrant for the fiscal year ended January
31, 2004 (File No. 000-07258, Exhibit
10.1.18).
|
10.1.25
|
Series
2004-1 Supplement, dated as of August 5, 2004, to Second Amended and
Restated Pooling and Service Agreement, dated as of November 25, 1997 (as
amended on July 22, 1999, on May 8, 2001 and on August 5, 2004), among
Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as
Servicer, and Wachovia Bank, National Association, as Trustee, on behalf
of the Series 2004-1 Certificateholders, for $180,000,000 Charming Shoppes
Master Trust Series 2004-1, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 2004 (File No. 000-07258,
Exhibit 10.5).
|
10.1.26
|
Second
Amendment dated as of November 14, 2008 to Series 2004-VFC Supplement,
dated as of January 21, 2004, among Charming Shoppes Receivables Corp, as
Seller, Spirit of America, Inc., as Servicer, and U.S. Bank National
Association, as successor in interest to Wachovia Bank, National
Association, as Trustee, and consented to by Barclays Bank, PLC.,
incorporated by reference to Form 10-Q of the Registrant for the quarter
ended November 1, 2008 (File No. 000-07258, Exhibit
10.23).
|
10.1.27
|
Certificate
Purchase Agreement, dated as of July 21, 2004, among Charming Shoppes
Receivables Corp., Fashion Service Corp., Spirit of America, Inc., and
Barclay’s Capital Inc. (as representative of the Initial Purchasers),
incorporated by reference to Form 10-Q of the Registrant for the quarter
ended July 31, 2004 (File No. 000-07258, Exhibit 10.6).
|
10.1.28
|
Certificate
Purchase Agreement, dated as of August 5, 2004, among Wachovia Bank,
National Association as Trustee, Charming Shoppes Receivables Corp. as
Seller, Spirit of America, Inc. as Servicer, and Clipper Receivables
Company LLC as Initial Class C Holder, incorporated by reference to Form
10-Q of the Registrant for the quarter ended July 31, 2004 (File No.
000-07258, Exhibit 10.7).
|
10.1.29
|
Mortgage,
Assignment of Leases and Rents and Security Agreement, dated as of October
6, 2004, between FB Distro Distribution Center, LLC, as Mortgagor, and
BankAtlantic Commercial Mortgage Capital, LLC, as Mortgagee, incorporated
by reference to Form 10-Q of the Registrant for the quarter ended October
30, 2004 (File No. 000-07258, Exhibit 10.9).
|
10.1.30
|
$13,000,000
Mortgage Note, dated October 6, 2004, between FB Distro Distribution
Center, LLC, as Maker, and BankAtlantic Commercial Mortgage Capital, LLC,
as Payee, incorporated by reference to Form 10-Q of the Registrant for the
quarter ended October 30, 2004 (File No. 000-07258, Exhibit
10.10).
|
10.1.31
|
Guaranty,
executed as of October 6, 2004, by Charming Shoppes, Inc., as Guarantor,
for the benefit of BankAtlantic Commercial Mortgage Capital, LLC, as
Lender, incorporated by reference to Form 10-Q of the Registrant for the
quarter ended October 30, 2004 (File No. 000-07258, Exhibit
10.11).
|
10.1.32
|
Hazardous
Substances Indemnity Agreement, dated October 6, 2004, by FB Distro
Distribution Center, LLC and by Charming Shoppes, Inc., jointly and
severally as Indemnitors, in favor of BankAtlantic Commercial Mortgage
Capital, LLC, as Holder, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended October 30, 2004 (File No. 000-07258,
Exhibit 10.12).
|
10.1.33
|
Amended
and Restated Class D Certificate Purchase Agreement, dated as of August
25, 2004, among Wachovia Bank, National Association as Trustee, Charming
Shoppes Receivables Corp. as Seller and as Initial Class D-1 Holder,
Spirit of America, Inc. as Servicer, and Clipper Receivables Company LLC,
as the Class D-1 Holder, incorporated by reference to Form 8-K of the
Registrant dated August 24, 2004, filed on August 27, 2004 (File No.
000-07258, Exhibit 99.1).
|
10.1.34
|
Amended
and Restated Certificate Purchase Agreement, dated as of November 22, 2004
and Amended and Restated as of November 18, 2004, among Wachovia Bank,
National Association as Trustee, Charming Shoppes Receivables Corp. as
Seller, Spirit of America, Inc. as Servicer, and the Class D-2
Certificateholders Described Herein, incorporated by reference to Form
10-Q of the Registrant for the quarter ended October 30, 2004 (File No.
000-07258, Exhibit 10.13).
|
10.1.35
|
Series
2007-1 Supplement dated as of October 17, 2007 to the Second Amended and
Restated Pooling and Servicing Agreement dated as of November 25, 1997 and
heretofore amended among CSRC, SOAI and Trustee, incorporated by reference
to Form 8-K of the Registrant dated October 17, 2007, filed on October 22,
2007 (File No. 000-07258, Exhibit 10.2).
|
10.1.36
|
Class
A, Class M, and Class B Certificate Purchase Agreement dated as of October
10, 2007 among CSRC, SOAI, Barclays Capital, Inc. and Fashion Service
Corp, incorporated by reference to Form 8-K of the Registrant dated
October 17, 2007, filed on October 22, 2007 (File No. 000-07258, Exhibit
10.3).
|
10.1.37
|
Class
C Purchase Agreement dated as of October 17, 2007 among CSRC, SOAI,
Trustee, Galleon Capital, LLC, and Clipper Receivables Company, LLC,
incorporated by reference to Form 8-K of the Registrant dated October 17,
2007, filed on October 22, 2007 (File No. 000-07258, Exhibit
10.4).
|
10.1.38
|
Amended
and Restated Receivables Purchase Agreement, dated as of June 2, 2005,
among Catalog Receivables LLC as Seller, Spirit of America, Inc. as
Servicer, Sheffield Receivables Corporation as Purchaser, and Barclays
Bank PLC as Administrator, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258,
Exhibit 10.1.31).
|
10.1.39
|
Amendment,
dated as of May 15, 2008, to Amended and Restated Receivables Purchase
Agreement dated as of June 2, 2005, by and among Catalog Receivables LLC
as seller; Spirit of America, Inc. as servicer; Sheffield Receivables
Corporation as Purchaser; and Barclays Bank PLC as administrator for the
Purchaser, incorporated by reference to Form 10-Q of the Registrant for
the quarter ended May 3, 2008 (File No. 000-07258, Exhibit
10.10).
|
10.1.40
|
Letter
Agreement, dated as of May 16, 2008, to Certificate Purchase Agreement,
dated as of May 28, 1999, as amended, among Charming Shoppes Receivables
Corp., as Seller and Class B Purchaser; Spirit of America, Inc., as
Servicer; Clipper Receivables Company, LLC, as Class A Purchaser; and
State Street Global Markets, LLC, as Administrator for the Class A
Purchaser, incorporated by reference to Form 10-Q of the Registrant for
the quarter ended May 3, 2008 (File No. 000-07258, Exhibit
10.11).
|
10.1.41
|
Letter
Agreement, dated as of June 20, 2008, to Certificate Purchase Agreement,
dated as of May 28, 1999, as amended, among Charming Shoppes Receivables
Corp., as Seller and Class B Purchaser; Spirit of America, Inc., as
Servicer; Clipper Receivables Company, LLC, as Class A Purchaser; and
State Street Global Markets, LLC, as Administrator for the Class A
Purchaser, incorporated by reference to Form 10-Q of the Registrant for
the quarter ended August 2, 2008 (File No. 000-07258, Exhibit
10.12).
|
10.1.42
|
Registration
Rights Agreement among the Company and Banc of America Securities LLC and
J.P. Morgan Securities Inc., dated as of April 30, 2007, incorporated by
reference to Form 8-K of the Registrant dated April 30, 2007, filed on May
3, 2007 (File No. 000-07258, Exhibit 10.1).
|
10.1.43
|
Convertible
Bond Hedge Transaction Confirmation entered into by and between the
Company and Bank of America, N.A., dated April 24, 2007, incorporated by
reference to Form 8-K of the Registrant dated April 25, 2007, filed on May
1, 2007 (File No. 000-07258, Exhibit
10.1).
|
10.1.44
|
Convertible
Bond Hedge Transaction Confirmation entered into by and between the
Company and JPMorgan Chase Bank, National Association, dated April 24,
2007, incorporated by reference to Form 8-K of the Registrant dated April
25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit
10.2).
|
10.1.45
|
Convertible
Bond Hedge Transaction Confirmation entered into by and between the
Company and Wachovia Bank, National Association, dated April 24, 2007,
incorporated by reference to Form 8-K of the Registrant dated April 25,
2007, filed on May 1, 2007 (File No. 000-07258, Exhibit
10.3).
|
10.1.46
|
Issuer
Warrant Transaction Confirmation entered into by and between the Company
and Bank of America, N.A., dated April 24, 2007, incorporated by reference
to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007
(File No. 000-07258, Exhibit 10.4).
|
10.1.47
|
Issuer
Warrant Transaction Confirmation entered into by and between the Company
and JPMorgan Chase Bank, National Association, dated April 24, 2007,
incorporated by reference to Form 8-K of the Registrant dated April 25,
2007, filed on May 1, 2007 (File No. 000-07258, Exhibit
10.5).
|
10.1.48
|
Issuer
Warrant Transaction Confirmation entered into by and between the Company
and Wachovia Bank, National Association, dated April 24, 2007,
incorporated by reference to Form 8-K of the Registrant dated April 25,
2007, filed on May 1, 2007 (File No. 000-07258, Exhibit
10.6).
|
10.1.49
|
Settlement
Agreement by and between Charming Shoppes, Inc. and The Charming Shoppes
Full Value Committee dated as of May 8, 2008, incorporated by reference to
Form 8-K of the Registrant dated May 8, 2008, filed on May 9, 2008 (File
No. 000-07258, Exhibit 10.1).
|
10.1.50
|
Stock
Purchase Agreement dated as of August 25, 2008 by and between Crosstown
Traders, Inc., Norm Thompson Outfitters, Inc., Charming Shoppes, Inc. and
the other persons listed on the signature page thereto, incorporated by
reference to Form 8-K of the Registrant dated August 25, 2008, filed on
August 28, 2008 (File No. 000-07258, Exhibit 10.1).*
|
10.1.51
|
Purchase
Agreement dated as of August 25, 2008 between Spirit of America National
Bank and World Financial Network National Bank, incorporated by reference
to Form 8-K of the Registrant dated August 25, 2008, filed on August 28,
2008 (File No. 000-07258, Exhibit 10.2).*
|
10.1.52
|
Private
Label Credit Card Plan Agreement dated as of August 25, 2008 by and
between Arizona Mail Order Company, Inc. and Spirit of America National
Bank, incorporated by reference to Form 8-K of the Registrant dated August
25, 2008, filed on August 28, 2008 (File No. 000-07258, Exhibit
10.3).*
|
10.1.53
|
Amendment
No. 1 to Stock Purchase Agreement dated as of September 18, 2008 by and
among Crosstown Traders, Inc. and Norm Thompson Outfitters, Inc.,
incorporated by reference to Form 8-K of the Registrant dated September
18, 2008, filed on September 19, 2008 (File No. 000-07258, Exhibit
10.2).*
|
10.1.54
|
Transition
Services Agreement dated as of September 18, 2008 by and between Charming
Shoppes of Delaware, Inc. and Arizona Mail Order Company, incorporated by
reference to Form 8-K of the Registrant dated September 18, 2008, filed on
September 19, 2008 (File No. 000-07258, Exhibit 10.3).*
|
* Schedules
and attachments have been omitted but will be provided to the Commission
upon request.
|
10.2.1
|
The
1988 Key Employee Stock Option Plan of Charming Shoppes, Inc., as amended
and restated January 25, 2006, incorporated by reference to Form 10-K of
the Registrant for the fiscal year ended January 28, 2006 (File No.
000-07258, Exhibit 10.2.1).
|
10.2.2
|
Form
of Charming Shoppes, Inc. 1988 Key Employee Stock Option Plan Key Employee
Stock Option Agreement, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258,
Exhibit 10.2.2).
|
10.2.3
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program, As
Amended and Restated, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 1999 (File No. 000-07258,
Exhibit 10.1).
|
10.2.4
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program, As
Amended and Restated at June 27, 2002, incorporated by reference to Form
10-K of the Registrant for the fiscal year ended February 1, 2003 (File
No. 000-07258, Exhibit 10.2.6).
|
10.2.5
|
The
Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan,
Amended and Restated Effective January 1, 2005, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February 3, 2007
(File No. 000-07258, Exhibit 10.2.5).
|
10.2.6
|
Charming
Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan, amended and
restated effective June 21, 2007, incorporated by reference to Form 10-Q
of the Registrant for the quarter ended August 4, 2007 (File No.
000-07258, Exhibit 10.8).
|
10.2.7
|
Charming
Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan, Amended and
Restated, Effective May 7, 2008, incorporated by reference to Form 10-Q of
the Registrant for the quarter ended May 3, 2008 (File No. 000-07258,
Exhibit 10.12).
|
10.2.8
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program Stock
Option Agreement, incorporated by reference to Form 10-Q of the Registrant
for the quarter ended July 31, 1999 (File No. 000-07258, Exhibit
10.2).
|
10.2.9
|
The
Charming Shoppes, Inc. Non-Employee Directors Compensation Program
Restricted Stock Agreement, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 1999 (File No. 000-07258,
Exhibit 10.3).
|
10.2.10
|
Form
of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan
Stock Option Agreement, incorporated by reference to Form 8-K of the
Registrant dated June 23, 2005, filed on June 29, 2005 (File No.
000-07258, Exhibit 10.1).
|
10.2.11
|
Form
of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan
Restricted Share Units Agreement, incorporated by reference to Form 8-K of
the Registrant dated June 23, 2005, filed on June 29, 2005 (File No.
000-07258, Exhibit 10.2).
|
10.2.12
|
The
1993 Employees’ Stock Incentive Plan of Charming Shoppes, Inc.,
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended January 29, 1994 (File No. 000-07258, Exhibit
10.2.10).
|
10.2.13
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted
Stock Agreement, dated as of February 11, 2002, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February 2, 2002
(File No. 000-07258, Exhibit 10.2.8).
|
10.2.14
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option
Agreement (regular vesting schedule), incorporated by reference to Form
10-K of the Registrant for the fiscal year ended February 2, 2002 (File
No. 000-07258, Exhibit 10.2.20).
|
10.2.15
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option
Agreement (accelerated vesting schedule), incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 2, 2002
(File No. 000-07258, Exhibit 10.2.21).
|
10.2.16
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan
Performance-Accelerated Stock Option Agreement, incorporated by reference
to Form 10-K of the Registrant for the fiscal year ended February 2, 2002
(File No. 000-07258, Exhibit 10.2.22).
|
10.2.17
|
The
Charming Shoppes, Inc. Employee Stock Purchase Plan, as amended,
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended February 3, 1996 (File No. 000-07258, Exhibit
10.2.10).
|
10.2.18
|
The
Charming Shoppes Inc. 1999 Associates’ Stock Incentive Plan, incorporated
by reference to Form 10-K of the Registrant for the fiscal year ended
January 30, 1999 (File No. 000-07258, Exhibit 10.2.24).
|
10.2.19
|
Charming
Shoppes, Inc. 1999 Associates’ Stock Incentive Plan Stock Option
Agreement, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended January 30, 1999 (File No. 000-07258, Exhibit
10.2.25).
|
10.2.20
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit
10.2.29).
|
10.2.21
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Stock Option Agreement (regular vesting schedule),
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended February 2, 2002 (File No. 000-07258, Exhibit
10.2.23).
|
10.2.22
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Stock Option Agreement (accelerated vesting schedule),
incorporated by reference to Form 10-K of the Registrant for the fiscal
year ended February 2, 2002 (File No. 000-07258, Exhibit
10.2.24).
|
10.2.23
|
The
Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock
Incentive Plan Restricted Stock Agreement, incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 2, 2002
(File No. 000-07258, Exhibit 10.2.25).
|
10.2.26
|
Form
of Time-Based Stock Appreciation Rights Agreement for Executive Officers,
incorporated by reference to Form 8-K of the Registrant dated March 23,
2009, filed on March 27, 2009 (File No. 000-07258, Exhibit
10.1).
|
10.2.28
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Stock Option Agreement,
incorporated by reference to Form 10-Q of the Registrant for the quarter
ended October 30, 2004 (File No. 000-07258, Exhibit
10.15).
|
10.2.29
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Agreement – Section 16 Officers, incorporated by reference to Form
8-K of the Registrant dated February 7, 2005, filed on February 11, 2005
(File No. 000-07258, Exhibit 99.2).
|
10.2.30
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement, incorporated by reference to Form 8-K of the Registrant
dated February 7, 2005, filed on February 11, 2005 (File No. 000-07258,
Exhibit 99.4).
|
10.2.31
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Units Agreement, incorporated by reference to Form 8-K of the
Registrant dated March 15, 2006, filed on March 20, 2006 (File No.
000-07258, Exhibit 99.1).
|
10.2.32
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock
Agreement – Associates Other Than Section 16 Officers, incorporated by
reference to Form 10-Q of the Registrant for the quarter ended October 30,
2004 (File No. 000-07258, Exhibit 10.17).
|
10.2.33
|
Form
of Time-Based Restricted Stock Units Agreement for Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated April 1,
2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.1).
|
10.2.34
|
Form
of Time-Based Stock Appreciation Rights Agreement for Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated April 1,
2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.2).
|
10.2.35
|
Form
of Time-Based Restricted Stock Units Agreement for Other Executive
Officers, incorporated by reference to Form 8-K of the Registrant dated
April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.3).
|
10.2.36
|
Form
of Time-Based Stock Appreciation Rights Agreement for Other Executive
Officers, incorporated by reference to Form 8-K of the Registrant dated
April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.4).
|
10.2.37
|
Form
of Performance-Based Restricted Stock Units Agreement for Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated April 1,
2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.5).
|
10.2.38
|
Form
of Performance-Based Stock Appreciation Rights Agreement for Dorrit J.
Bern, incorporated by reference to Form 8-K of the Registrant dated April
1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.6).
|
10.2.39
|
Form
of Additional Time-Based Restricted Stock Units Agreement for Other
Executive Officers, incorporated by reference to Form 8-K of the
Registrant dated April 1, 2008, filed on April 7, 2008 (File No.
000-07258, Exhibit 10.7).
|
10.2.40
|
Form
of Additional Time-Based Stock Appreciation Rights Agreement for Other
Executive Officers, incorporated by reference to Form 8-K of the
Registrant dated April 1, 2008, filed on April 7, 2008 (File No.
000-07258, Exhibit 10.8).
|
10.2.41
|
Form
of Performance-Based EBITDA Stock Appreciation Rights Agreement,
incorporated by reference to Form 8-K of the Registrant dated April 1,
2008, filed on April 7, 2008 (File No. 000-07258, Exhibit
10.9).
|
10.2.42
|
Form
of Stock Appreciation Rights Agreement for Alan Rosskamm, incorporated by
reference to Form 10-Q of the Registrant for the quarter ended August 2,
2008. (File No. 000-07258, Exhibit 10.10).
|
10.2.43
|
Charming
Shoppes, Inc. Supplemental Retirement Plan, effective February 1, 2003,
incorporated by reference to Form 10-Q of the Registrant for the quarter
ended May 3, 2003 (File No. 000-07258, Exhibit 10.1).
|
10.2.44
|
Amendment
2007-1, Charming Shoppes, Inc. Supplemental Benefit Trust Agreement, dated
as of January 25, 2007, to the Charming Shoppes, Inc. Supplemental
Retirement Plan, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit
10.2.29).
|
10.2.45
|
Amendment
2008-1 to Charming Shoppes, Inc. Supplemental Executive Retirement Plan,
incorporated by reference to Form 8-K of the Registrant dated December 17,
2008, filed on December 19, 2008 (File No. 000-07258, Exhibit
99.1).
|
10.2.46
|
2003
Incentive Compensation Plan, incorporated by reference to Appendix A of
the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities
Exchange Act of 1934, filed on May 23, 2008 (File No.
000-07258).
|
10.2.47
|
Form
of Charming Shoppes, Inc. 2003 Incentive Compensation Plan Inducement
Grant Stock Appreciation Rights Agreement, incorporated by reference to
Form 10-Q of the Registrant for the quarter ended November 1, 2008 (File
No. 000-07258, Exhibit 10.24).
|
10.2.48
|
Charming
Shoppes Variable Deferred Compensation Plan For Executives, Amended and
Restated Effective January 1, 2005, incorporated by reference to Form 8-K
of the Registrant dated December 13, 2005, filed December 16, 2005 (File
No. 000-07258, Exhibit 99.1).
|
10.2.49
|
Amendment
2007-1, Charming Shoppes, Inc. Supplemental Benefit Trust Agreement, dated
as of January 25, 2007, to the Charming Shoppes Variable Deferred
Compensation Plan for Executives and the Charming Shoppes Non-Employee
Director Compensation Plan, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 3, 2007 (File No. 000-07258,
Exhibit 10.2.32).
|
10.2.50
|
Form
of Bonus Agreement by and between Charming Shoppes, Inc. and the Executive
Officer named in the Agreement, incorporated by reference to Form 10-Q of
the Registrant for the quarter ended October 30, 2004 (File No. 000-07258,
Exhibit 10.14).
|
10.2.51
|
Charming
Shoppes, Inc. Annual Incentive Program As Amended and Restated January 19,
2005, incorporated by reference to Form 8-K of the Registrant dated
January 19, 2005, filed January 25, 2005 (File No. 000-07258, Exhibit
99.1).
|
10.2.52
|
Charming
Shoppes, Inc. Annual Incentive Program As Amended and Restated February 2,
2006, incorporated by reference to Form 8-K of the Registrant dated
February 2, 2006, filed February 8, 2006 (File No. 000-07258, Exhibit
99.1).
|
10.2.53
|
Charming
Shoppes, Inc. Annual Incentive Program As Amended and Restated January 24,
2007, incorporated by reference to Form 10-K of the Registrant for the
fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit
10.2.36).
|
10.2.54
|
Charming
Shoppes, Inc. Annual Incentive Program – Fiscal 2009, as amended and
restated March 27, 2008, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended May 3, 2008 (File No. 000-07258, Exhibit
10.13).
|
10.2.55
|
Employment
Agreement, dated as of January 1, 2005, by and between Charming Shoppes,
Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the
Registrant dated January 3, 2005, filed on January 4, 2005 (File No.
000-07258, Exhibit 99.1)
|
10.2.56
|
Employment
Agreement, dated as of December 31, 2007, by and between Charming Shoppes,
Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the
Registrant dated December 31, 2007, filed on January 2, 2008 (File No.
000-07258, Exhibit 99.1)
|
10.2.57
|
Separation
Agreement, dated July 8, 2008, by and between Charming Shoppes, Inc. and
Dorrit J. Bern, incorporated by reference to Form 10-Q of the Registrant
for the quarter ended August 2, 2008 (File No. 000-07258, Exhibit
10.16).
|
10.2.58
|
The
Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted
Stock Agreement, dated as of May 13, 2004, between Charming Shoppes, Inc.
and Dorrit J. Bern, incorporated by reference to Form 10-Q of the
Registrant for the quarter ended July 31, 2004 (File No. 000-07258,
Exhibit 10.8).
|
10.2.59
|
Charming
Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock
Agreement, dated as of January 3, 2005, between Charming Shoppes, Inc. and
Dorrit J. Bern, incorporated by reference to Form 10-K of the Registrant
for the fiscal year ended January 29, 2005 (File No. 000-07258, Exhibit
10.2.37).
|
10.2.60
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February 7,
2005, filed on February 11, 2005 (File No. 000-07258, Exhibit
99.1)
|
10.2.61
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February 7,
2005, filed on February 11, 2005 (File No. 000-07258, Exhibit
99.3)
|
10.2.62
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted
Stock Units Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February 2,
2006, filed on February 8, 2006 (File No. 000-07258, Exhibit
99.2)
|
10.2.63
|
Form
of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance
Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern,
incorporated by reference to Form 8-K of the Registrant dated February 2,
2006, filed on February 8, 2006 (File No. 000-07258, Exhibit
99.3)
|
10.2.64
|
Forms
of Executive Severance Agreements by and between Charming Shoppes, Inc.,
the named executive officers in the company’s Proxy Statement for the
Annual Meeting held on June 15, 2000, and certain other executive officers
and officers of Charming Shoppes, Inc. and its subsidiaries, incorporated
by reference to Form 10-K of the Registrant for the fiscal year ended
January 29, 2000 (File No. 000-07258, Exhibit 10.2.33).
|
10.2.65
|
Forms
of First Amendment, dated as of February 6, 2003, to Forms of Executive
Severance Agreements, dated July 15, 1999, by and between Charming
Shoppes, Inc., and the executive officers and officers named in the
Agreements, incorporated by reference to Form 10-K of the Registrant for
the fiscal year ended February 1, 2003 (File No. 000-07258, Exhibit
10.2.30).
|
10.2.66
|
Form
of Second Amendment to Form of Executive Severance Agreement, dated July
15, 1999, as amended by First Amendment, dated as of February 6, 2003, by
and between Charming Shoppes, Inc. and the executive officers and officers
named in the agreements, incorporated by reference to Form 10-K of the
Registrant for the fiscal year ended February 2, 2008 (File No. 000-07258,
Exhibit 10.2.48).
|
10.2.67
|
Form
of Executive Severance Agreement, dated February 6, 2003, by and between
Charming Shoppes, Inc. and certain executive officers and officers of
Charming Shoppes, Inc. and its subsidiaries, incorporated by reference to
Form 10-K of the Registrant for the fiscal year ended February 1, 2003
(File No. 000-07258, Exhibit 10.2.31).
|
10.2.68
|
Form
of Severance Agreement, dated February 1, 2008, by and between Charming
Shoppes, Inc. and certain executive vice presidents named in the
agreements, incorporated by reference to Form 8-K of the Registrant dated
February 1, 2008, Filed on February 5, 2008 (File No. 000-07258, Exhibit
10.1).
|
10.2.69
|
Form
of Severance Agreement, dated February 1, 2008, by and between Charming
Shoppes, Inc. and certain senior vice presidents named in the agreements,
incorporated by reference to Form 8-K of the Registrant dated February 1,
2008, Filed on February 5, 2008 (File No. 000-07258, Exhibit
10.2).
|
10.2.70
|
Form
of Amendment, dated September 18, 2008, to the Severance Agreements
between certain executive vice presidents and the Company, including the
following named executive officers: Eric M. Specter, Joseph M.
Baron and Colin D. Stern, incorporated by reference to Form 8-K of the
Registrant dated September 18, 2008, filed on September 24, 2008 (File No.
000-07258, Exhibit 10.1).
|
Balance
at
|
Additions
|
Adjustments
|
Balance
at
|
|||||||||||||
Beginning
|
Charged
to
|
And
|
End
of
|
|||||||||||||
(In
thousands)
|
Of Year
|
Income
|
Deductions
|
Year
|
||||||||||||
Fiscal
Year Ended January 31, 2009
|
||||||||||||||||
Allowance
for sales
returns
|
$ | 2,162 | $ | 98,692 | $ | 98,817 | $ | 2,037 | ||||||||
Fiscal
Year Ended February 2, 2008
|
||||||||||||||||
Allowance
for sales
returns
|
2,655 | 107,547 | 108,040 | 2,162 | ||||||||||||
Fiscal
Year Ended February 3, 2007
|
||||||||||||||||
Allowance
for sales
returns
|
3,608 | 125,448 | 126,401 | 2,655 |