x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF
1934
|
New
York
|
13-5651322
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
1115
Broadway, New York, New York
|
10010
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title of each class
|
Name of each exchange on which
registered
|
|
Common
Stock, $.01 par value
|
NYSE
Amex
|
Large accelerated
filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller reporting
company x
|
PART
I
|
1
|
|
ITEM
1. – BUSINESS
|
1
|
|
ITEM
1A. – RISK FACTORS
|
8
|
|
ITEM
1B. – UNRESOLVED STAFF COMMENTS
|
12
|
|
ITEM
2. – PROPERTIES
|
12
|
|
ITEM
3. – LEGAL PROCEEDINGS
|
13
|
|
ITEM
4. – [REMOVED AND RESERVED]
|
13
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|
PART
II
|
14
|
|
ITEM
5. – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
|
14
|
|
ITEM
6. – SELECTED FINANCIAL DATA
|
14
|
|
ITEM
7. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
15
|
|
ITEM
7A. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
24
|
|
ITEM
8. – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
25
|
|
ITEM
9. –CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
49
|
|
ITEM
9A. – CONTROLS AND PROCEDURES
|
49
|
|
ITEM
9B. – OTHER INFORMATION
|
50
|
|
PART
III
|
50
|
|
ITEM
10. – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
50
|
|
ITEM
11. – EXECUTIVE COMPENSATION
|
50
|
|
ITEM
12. – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
50
|
|
ITEM
13. – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
50
|
|
ITEM
14. – PRINCIPAL ACCOUNTING FEES AND SERVICES
|
50
|
|
PART
IV
|
51
|
|
ITEM
15. – EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
51
|
|
·
|
Developing
the Frederick’s of Hollywood brand into a sexy lifestyle
brand.
|
|
o
|
Product licensing
agreements. During the fourth quarter of fiscal year 2010, we
entered into four separate multi-year licensing agreements with licensees
to manufacture, distribute and market swimwear, sexy Halloween costumes,
jewelry and accessories under the Frederick’s of
Hollywood®
brand. In addition to selling these products through our retail
stores, catalog and website, these agreements provide an economical and
efficient opportunity for us to access a broad distribution network of
retailers. During fiscal year 2011, we have been and will continue
to work closely with our licensees to assist them in coordinating their
product offerings.
|
|
o
|
Licensing
initiatives. In addition to our currently licensed product
categories, we will continue to partner with companies capable of
providing high quality products and a strong distribution network that
will help us to advance as one of the premier sexy lifestyle brands.
Other domestic and international licensing opportunities include intimate
apparel and other product categories such as bed and bath items,
fragrance, shoes, headwear and handbags. We also are exploring
opportunities with international partners to expand in areas such as South
Korea, the Middle East, Brazil, Japan, China and
Canada.
|
|
·
|
Continuing
to Evolve our Catalog and Website
Operations.
|
|
o
|
Catalog. Due to a
combination of rising paper, production and mailing costs and our website
being the primary source of Direct customer orders, our catalog operations
have been evolving over the past few years to serve as a medium to drive
traffic to our website and stores rather than as a revenue
generator. We have been steadily reducing catalog circulation after
testing various cost effective alternatives such as targeted emails,
postcards and smaller-sized catalogs called “persona books” that are more
personalized and tailored to the recipients’ purchasing behaviors.
With positive customer response rates, the page count of our full-sized
catalogs has been reduced and complemented by a series of persona books
featuring merchandise that can be purchased both in stores and on the
website. Persona books are supported by supplemental targeted
emails, post cards and folios. We expect to replace all of our
full-sized catalogs with persona books beginning in the third quarter of
fiscal year 2011.
|
|
o
|
e-Commerce. As
our catalog operations have evolved, we have been able to reduce catalog
costs reallocate resources to our website and online marketing
efforts. During fiscal year 2011, we intend to continue to increase
our online presence and drive more traffic to the website through search,
affiliate and social media advertising and shopping comparison site
optimization. We also are focused on increasing visitors’ time spent
on the website by further enhancing functionality and content and
improving the customer experience through initiatives such as customer
product reviews, mobile friendly site access and adding rich media to
provide customers with more robust product
views.
|
Product Category
|
% of
Retail
Sales
|
|||
Foundations
|
46 | % | ||
Lingerie
|
36 | % | ||
Fragrance
and Accessories
|
9 | % | ||
Ready
to Wear
|
9 | % | ||
Total
|
100 | % |
|
·
|
political
and economic instability in foreign countries, including heightened
terrorism and other security concerns, which could subject imported or
exported goods to additional or more frequent inspections, leading to
delays in deliveries or impoundment of goods, or to an increase in
transportation costs of raw materials or finished
product;
|
|
·
|
the
imposition of regulations and quotas relating to imports, including quotas
imposed by bilateral textile agreements between the United States and
foreign countries;
|
|
·
|
the
imposition of duties, taxes and other charges on
imports;
|
|
·
|
significant
fluctuation of the value of the U.S. dollar against foreign
currencies;
|
|
·
|
restrictions
on the transfer of funds to or from foreign countries;
and
|
|
·
|
violations
by foreign contractors of labor and wage standards and resulting adverse
publicity.
|
|
·
|
quarterly
variations in operating results;
|
|
·
|
general
economic conditions;
|
|
·
|
sales
of a substantial amount of our common
stock;
|
|
·
|
low
trading volume; and
|
|
·
|
other
events or factors that are beyond our
control.
|
Arizona
|
4
|
Massachusetts
|
4
|
Oklahoma
|
2
|
||
California
|
44
|
Michigan
|
3
|
Oregon
|
2
|
||
Connecticut
|
1
|
Minnesota
|
2
|
Pennsylvania
|
1
|
||
Florida
|
15
|
Missouri
|
1
|
South
Carolina
|
1
|
||
Georgia
|
4
|
Nevada
|
5
|
Tennessee
|
1
|
||
Hawaii
|
1
|
New
Hampshire
|
1
|
Texas
|
12
|
||
Illinois
|
4
|
New
Jersey
|
1
|
Virginia
|
2
|
||
Indiana
|
1
|
New
Mexico
|
1
|
Washington
|
1
|
||
Kansas
|
1
|
New
York
|
6
|
Wisconsin
|
1
|
||
Maryland
|
1
|
Ohio
|
3
|
High
|
Low
|
|||||||
Year
Ended July 31, 2010
|
||||||||
First
Quarter
|
$ | 2.54 | $ | 0.83 | ||||
Second
Quarter
|
1.80 | 1.05 | ||||||
Third
Quarter
|
1.74 | 1.06 | ||||||
Fourth
Quarter
|
1.11 | 0.70 | ||||||
Year
Ended July 25, 2009
|
||||||||
First
Quarter
|
$ | 1.10 | $ | 0.51 | ||||
Second
Quarter
|
0.56 | 0.16 | ||||||
Third
Quarter
|
0.65 | 0.12 | ||||||
Fourth
Quarter
|
0.85 | 0.51 |
|
·
|
determination of the appropriate
amount and timing of markdowns to clear unproductive or slow-moving
inventory and overall inventory
obsolescence;
|
|
·
|
estimation of future cash flows
used to assess the recoverability of long-lived assets, including
trademarks and goodwill;
|
|
·
|
estimation of expected customer
merchandise returns;
|
|
·
|
estimation of the net deferred
income tax asset valuation allowance;
and
|
|
·
|
estimation of deferred catalog
costs and the amount of future benefit to be derived from the
catalogs.
|
Year Ended
|
||||||||||||||||
July 31, 2010
|
July 25, 2009
|
|||||||||||||||
(53 weeks)
|
(52 weeks)
|
|||||||||||||||
Net
sales
|
$ | 133,855 | 100.0 | % | $ | 141,810 | 100.0 | % | ||||||||
Cost
of goods sold, buying and occupancy
|
84,180 | 62.9 | % | 88,244 | 62.2 | % | ||||||||||
Gross
profit
|
49,675 | 37.1 | % | 53,566 | 37.8 | % | ||||||||||
Selling,
general and administrative expenses
|
55,079 | 41.2 | % | 58,589 | 41.3 | % | ||||||||||
Goodwill
impairment
|
- | - | 6,678 | 4.7 | % | |||||||||||
Impairment
of long-lived assets
|
1,705 | 1.3 | % | 174 | 0.1 | % | ||||||||||
Operating
loss
|
(7,109 | ) | (5.3 | )% | (11,875 | ) | (8.4 | )% | ||||||||
Interest
expense, net
|
1,651 | 1.2 | % | 1,531 | 1.1 | % | ||||||||||
Loss
from continuing operations before income tax provision
|
(8,760 | ) | (6.5 | )% | (13,406 | ) | (9.5 | )% | ||||||||
Income
tax provision
|
47 | 0.4 | % | 87 | 0.0 | % | ||||||||||
Loss
from continuing operations
|
(8,807 | ) | (6.6 | )% | (13,493 | ) | (9.5 | )% | ||||||||
Loss
from discontinued operations, net of tax provision
|
(12,357 | ) | (9.2 | )% | (20,554 | ) | (14.5 | )% | ||||||||
Net
loss
|
(21,164 | ) | (15.8 | )% | (34,047 | ) | (24.0 | )% | ||||||||
Less:
Preferred stock dividends
|
430 | 584 | ||||||||||||||
Net
loss applicable to common shareholders
|
$ | (21,594 | ) | $ | (34,631 | ) |
Year Ended
|
||||||||||||||||
July 31, 2010
|
July 25, 2009
|
Decrease
|
% of decrease
from prior year
|
|||||||||||||
Stores
|
$ | 84,280 | $ | 89,863 | $ | (5,583 | ) | (6.2 | )% | |||||||
Direct (catalog and
website)
|
49,575 | 51,947 | (2,372 | ) | (4.6 | )% | ||||||||||
Total net sales
|
$ | 133,855 | $ | 141,810 | $ | (7,955 | ) | (5.6 | )% |
|
·
|
Product costs as a percentage of
sales increased by 0.1 percentage points for the year ended July 31, 2010
as compared to the year ended July 25,
2009.
|
|
·
|
Occupancy costs, which consist of
rent, common area maintenance, utilities and real estate taxes, decreased
by $736,000 for the year ended July 31, 2010 as compared to the year ended
July 25, 2009; however, as a percentage of sales, occupancy costs
increased by 0.4 percentage points as a result of lower retail
sales. The decrease in occupancy costs for the year ended July
31, 2010 is attributable to reductions in real estate management, repair
and maintenance costs and other related expenses.
|
Year Ended
|
||||||||||||
July 31, 2010
|
July 25, 2009
|
Decrease
|
||||||||||
(in thousands)
|
||||||||||||
Retail
|
$ | 52,904 | $ | 56,305 | $ | (3,401 | ) | |||||
Corporate executive
office
|
2,175 | 2,284 | (109 | ) | ||||||||
Total
|
$ | 55,079 | $ | 58,589 | $ | (3,510 | ) |
|
·
|
Expenses related to retail corporate overhead decreased by
$598,000, which was primarily due to a
decrease in salaries and salary-related costs of $273,000 resulting from a reduction in full-time
personnel, partially offset by an increase in temporary personnel to fill
various positions, a
reduction in consulting fees of $176,000 and a decrease in recruitment fees of $67,000.
|
|
·
|
Store selling, general and
administrative expenses decreased by $1,148,000, which was primarily due
to decreases in (1) store salaries and salary-related costs of
$656,000, which is the result of
reductions in store staffing requirements, and decreases in
earned incentives due
to lower sales and (2) store support costs of $621,000
due to reductions in personnel, fewer district sales meetings and
corresponding reductions in travel
expenses.
|
|
·
|
Direct selling, general and
administrative expenses decreased by $2,266,000, primarily as a result of
a $2,128,000
reduction in catalog costs and a $1,051,000 decrease in marketing expense. These decreases were partially
offset by a lawsuit
we settled in the
prior year related to
the unsuccessful launch of a new website platform in fiscal year 2008,
pursuant to which we received a lump sum cash payment and other non-cash
consideration totaling $756,000. The reduction in catalog costs
was due to a planned
strategic decrease in circulation and our continued roll out of various
cost effective alternatives to full size catalogs such as targeted emails, postcards and
persona
books. The decrease in marketing expenses
was due to lower commissions earned by online marketing affiliates and
lower Internet search engine fees. We expect catalog costs to
continue to decline in fiscal year 2011, but web-based marketing expenses
to increase as we increase our focus on web-based marketing
initiatives.
|
|
·
|
The expenses related to the
corporate executive office decreased by $109,000 to $2,175,000 for the
year ended July 31, 2010 from $2,284,000 for the year ended July 25,
2009. These expenses include costs associated with our Chief
Executive Officer, Chief Financial Officer and Board of
Directors.
|
|
·
|
non-cash
expenses of $4,207,000 for depreciation and
amortization;
|
|
·
|
a
non-cash impairment of long-lived assets of $1,705,000, which was due to
the impairment of the property and equipment related to nine of our retail
stores;
|
|
·
|
non-cash
stock-based compensation expense of $767,000;
and
|
|
·
|
a
decrease in merchandise inventories of $4,293,000, which was due to a
higher inventory level at July 25, 2009 than was optimal for the business
and the late delivery of products from our vendors as a result of our past
due payments in July 2010. Product deliveries have returned to
normal levels subsequent to receiving the funds of our Term Loan described
below.
|
Item
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
26
|
|
Consolidated
Balance Sheets at July 31, 2010 and July 25, 2009
|
27
|
|
Consolidated
Statements of Operations for the years ended July 31, 2010 and July 25,
2009
|
28
|
|
Consolidated
Statements of Shareholders’ Equity for the years ended July 31, 2010 and
July 25, 2009
|
29
|
|
Consolidated
Statements of Cash Flows for the years ended July 31, 2010 and July 25,
2009
|
30-31
|
|
Notes
to Consolidated Financial Statements
|
32-47
|
|
Financial
Statement Schedule:
|
||
For
the fiscal years ended July 31, 2010 and July 25, 2009:
|
||
II
– Valuation and Qualifying Accounts
|
48
|
/s/
|
Mayer
Hoffman McCann CPAs
|
(The
New York Practice of Mayer Hoffman McCann P.C.)
|
|
New
York, New York
|
|
October
22, 2010
|
July
31,
|
July
25,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 536 | $ | 555 | ||||
Restricted
cash
|
4,660 | - | ||||||
Accounts
receivable
|
1,127 | 1,380 | ||||||
Income
tax receivable
|
127 | 172 | ||||||
Merchandise
inventories
|
10,951 | 15,244 | ||||||
Prepaid
expenses and other current assets
|
2,298 | 2,543 | ||||||
Deferred
income tax assets
|
875 | 3,117 | ||||||
Current
assets of discontinued operations
|
4,185 | 7,855 | ||||||
Total
current assets
|
24,759 | 30,866 | ||||||
PROPERTY
AND EQUIPMENT, Net
|
13,861 | 19,460 | ||||||
INTANGIBLE
AND OTHER ASSETS
|
19,392 | 19,161 | ||||||
LONG-TERM
ASSETS OF DISCONTINUED OPERATIONS
|
960 | 8,150 | ||||||
TOTAL
ASSETS
|
$ | 58,972 | $ | 77,637 | ||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Revolving
credit facility
|
$ | 3,269 | $ | 9,245 | ||||
Deferred
revenue from gift cards
|
1,781 | 1,692 | ||||||
Accounts
payable and other accrued expenses
|
20,198 | 20,214 | ||||||
Current
liabilities of discontinued operations
|
2,041 | 2,509 | ||||||
Total
current liabilities
|
27,289 | 33,660 | ||||||
DEFERRED
RENT AND TENANT ALLOWANCES
|
4,926 | 4,707 | ||||||
TERM
LOAN
|
7,002 | - | ||||||
LONG-TERM
DEBT—related party
|
- | 13,336 | ||||||
OTHER
LONG-TERM LIABILITIES
|
70 | 16 | ||||||
DEFERRED
INCOME TAX LIABILITIES
|
8,377 | 12,153 | ||||||
TOTAL
LIABILITIES
|
47,664 | 63,872 | ||||||
PREFERRED
STOCK, $.01 par value – authorized, 10,000,000 shares at July 31, 2010 and
July 25, 2009; issued and outstanding, none at July 31, 2010 and 3,629,325
shares of Series A preferred stock at July 25, 2009
|
- | 7,500 | ||||||
COMMITMENTS
AND CONTINGENCIES (NOTES 9 AND 11)
|
- | - | ||||||
SHAREHOLDERS’
EQUITY:
|
||||||||
Common
stock, $.01 par value – authorized, 200,000,000 shares at July 31, 2010
and July 25, 2009; issued and outstanding 38,343,199 shares at July 31,
2010 and 26,394,158 shares at July 25, 2009
|
383 | 263 | ||||||
Additional
paid-in capital
|
86,977 | 60,444 | ||||||
Accumulated
deficit
|
(75,969 | ) | (54,375 | ) | ||||
Accumulated
other comprehensive loss
|
(83 | ) | (67 | ) | ||||
TOTAL
SHAREHOLDERS’ EQUITY
|
11,308 | 6,265 | ||||||
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$ | 58,972 | $ | 77,637 |
Year Ended
|
||||||||
July 31,
|
July 25,
|
|||||||
2010
(53 weeks)
|
2009
(52 weeks)
|
|||||||
Net
sales
|
$ | 133,855 | $ | 141,810 | ||||
Cost
of goods sold, buying and occupancy
|
84,180 | 88,244 | ||||||
Gross
profit
|
49,675 | 53,566 | ||||||
Selling,
general and administrative expenses
|
55,079 | 58,589 | ||||||
Goodwill
impairment
|
- | 6,678 | ||||||
Impairment
of long-lived assets
|
1,705 | 174 | ||||||
Operating
loss
|
(7,109 | ) | (11,875 | ) | ||||
Interest
expense, net
|
1,651 | 1,531 | ||||||
Loss
before income tax provision
|
(8,760 | ) | (13,406 | ) | ||||
Income
tax provision
|
47 | 87 | ||||||
Net
loss from continuing operations
|
(8,807 | ) | (13,493 | ) | ||||
Net
loss from discontinued operations, net of tax (benefit)/provision of
$(1,462) and $45 for the years ended July 31, 2010 and July 25, 2009,
respectively
|
(12,357 | ) | (20,554 | ) | ||||
Net
loss
|
(21,164 | ) | (34,047 | ) | ||||
Less:
Preferred stock dividends
|
430 | 584 | ||||||
Net
loss applicable to common shareholders
|
$ | (21,594 | ) | $ | (34,631 | ) | ||
Basic
net loss per share from continuing operations
|
$ | (.32 | ) | $ | (.54 | ) | ||
Basic
net loss per share from discontinued operations
|
(.42 | ) | (.78 | ) | ||||
Total
basic net loss per share applicable to common shareholders
|
$ | (.74 | ) | $ | (1.32 | ) | ||
Diluted
net loss per share from continuing operations
|
$ | (.32 | ) | $ | (.54 | ) | ||
Diluted
net loss per share from discontinued operations
|
(.42 | ) | (.78 | ) | ||||
Total
diluted net loss per share applicable to common
shareholders
|
$ | (.74 | ) | $ | (1.32 | ) | ||
Weighted
average shares outstanding – basic
|
29,272 | 26,272 | ||||||
Weighted
average shares outstanding – diluted
|
29,272 | 26,272 |
Accumulated
|
||||||||||||||||||||||||
Additional
|
Other
|
|||||||||||||||||||||||
Common Stock
|
Paid-in
|
Accumulated
|
Comprehensive
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Loss
|
Total
|
|||||||||||||||||||
BALANCE,
JULY 26, 2008
|
26,141,194 | $ | 261 | $ | 59,558 | $ | (19,744 | ) | $ | (9 | ) | $ | 40,066 | |||||||||||
Net
loss
|
(34,047 | ) | (34,047 | ) | ||||||||||||||||||||
Cumulative
translation adjustment
|
- | - | - | - | (58 | ) | (58 | ) | ||||||||||||||||
Comprehensive
loss
|
(34,105 | ) | ||||||||||||||||||||||
Stock
based compensation
|
- | - | 826 | - | - | 826 | ||||||||||||||||||
Issuance
of common stock
|
117,483 | 1 | (1 | ) | - | - | - | |||||||||||||||||
Issuance
of common stock for directors’ fees
|
118,813 | 1 | 55 | - | - | 56 | ||||||||||||||||||
Stock
options exercised
|
16,668 | - | 6 | - | - | 6 | ||||||||||||||||||
Accrued
dividend on preferred stock
|
- | - | - | (584 | ) | - | (584 | ) | ||||||||||||||||
BALANCE,
JULY 25, 2009
|
26,394,158 | 263 | 60,444 | (54,375 | ) | (67 | ) | 6,265 | ||||||||||||||||
Net
loss
|
- | - | - | (21,164 | ) | - | (21,164 | ) | ||||||||||||||||
Cumulative
translation adjustment
|
- | - | - | - | (16 | ) | (16 | ) | ||||||||||||||||
Comprehensive
loss
|
(21,180 | ) | ||||||||||||||||||||||
Stock
based compensation
|
- | - | 767 | - | - | 767 | ||||||||||||||||||
Private
placement of common stock:
|
||||||||||||||||||||||||
Issuance
of common stock
|
2,907,051 | 29 | 3,023 | - | - | 3,052 | ||||||||||||||||||
Private
placement fees
|
- | - | (310 | ) | - | - | (310 | ) | ||||||||||||||||
Conversion
of preferred stock and long-term debt – related party
|
8,664,373 | 87 | 22,993 | - | - | 23,080 | ||||||||||||||||||
Issuance
of common stock
|
325,000 | 3 | (3 | ) | - | - | - | |||||||||||||||||
Issuance
of common stock for directors’ fees
|
52,617 | 1 | 63 | - | - | 64 | ||||||||||||||||||
Accrued
dividend on preferred stock
|
- | - | - | (430 | ) | - | (430 | ) | ||||||||||||||||
BALANCE,
JULY 31, 2010
|
38,343,199 | $ | 383 | $ | 86,977 | $ | (75,969 | ) | $ | (83 | ) | $ | 11,308 |
(In
Thousands)
|
July
31,
|
July
25,
|
||||||
2010
(53
weeks)
|
2009
(52
weeks)
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
loss
|
$ | (21,164 | ) | $ | (34,047 | ) | ||
Net
loss from discontinued operations
|
(12,357 | ) | (20,554 | ) | ||||
Net
loss from continuing operations
|
(8,807 | ) | (13,493 | ) | ||||
Adjustments
to reconcile net loss from continuing operations to net cash provided by
operating activities:
|
||||||||
Goodwill
impairment
|
- | 6,678 | ||||||
Depreciation
and amortization
|
4,207 | 4,441 | ||||||
Issuance
of common stock for directors’ fees
|
64 | 56 | ||||||
Stock-based
compensation expense
|
767 | 826 | ||||||
Impairment
of long-lived assets
|
1,705 | 174 | ||||||
Loss
on disposal of property and equipment
|
254 | 60 | ||||||
Amortization
of deferred financing costs
|
188 | 44 | ||||||
Non-cash
interest on long-term debt – related party
|
721 | 775 | ||||||
Amortization
of deferred rent and tenant allowances
|
113 | 732 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
264 | 132 | ||||||
Merchandise
inventories
|
4,293 | 362 | ||||||
Prepaid
expenses and other current assets
|
245 | 972 | ||||||
Income
tax receivable
|
45 | (60 | ) | |||||
Other
assets
|
132 | 120 | ||||||
Accounts
payable and other accrued expenses
|
(1,274 | ) | 3,963 | |||||
Deferred
revenue from gift cards
|
89 | 101 | ||||||
Tenant
improvements allowances
|
96 | 575 | ||||||
Net
cash used in operating activities of discontinued
operations
|
(931 | ) | (920 | ) | ||||
Net
cash provided by operating activities
|
2,171 | 5,538 | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases
of property and equipment
|
(816 | ) | (3,676 | ) | ||||
Net
cash used in investing activities of discontinued
operations
|
(58 | ) | (206 | ) | ||||
Net
cash used in investing activities
|
(874 | ) | (3,882 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Net
borrowings under revolving line of credit
|
(5,976 | ) | (1,848 | ) | ||||
Cash
transferred into a restricted account
|
(4,660 | ) | - | |||||
Proceeds
on bridge facility
|
2,000 | - | ||||||
Repayment
of bridge facility
|
(2,000 | ) | - | |||||
Proceeds
from sale of common stock
|
3,052 | - | ||||||
Cash
paid for issuance costs
|
(310 | ) | 6 | |||||
Repayment
of capital lease obligation
|
54 | - | ||||||
Proceeds
from term loan
|
7,000 | - | ||||||
Payment
of deferred financing costs
|
(476 | ) | - | |||||
Net
cash used in financing activities of discontinued
operations
|
- | (50 | ) | |||||
Net
cash used in financing activities
|
(1,316 | ) | (1,892 | ) | ||||
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
(19 | ) | (236 | ) | ||||
CASH
AND CASH EQUIVALENTS:
|
||||||||
Beginning
of period
|
555 | 791 | ||||||
End
of period
|
$ | 536 | $ | 555 |
Year Ended
|
||||||||
July 31,
2010
(53 weeks)
|
July 25,
2009
(52 weeks)
|
|||||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
Cash
paid during period for:
|
||||||||
Interest
|
$ | 879 | $ | 688 | ||||
Taxes
|
$ | 119 | $ | 107 |
1.
|
THE
COMPANY AND BASIS OF PRESENTATION
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
·
|
determination
of the appropriate amount and timing of markdowns to clear unproductive or
slow-moving retail inventory and overall inventory
obsolescence;
|
|
·
|
estimation
of future cash flows used to assess the recoverability of long-lived
assets, including trademarks and other intangible
assets;
|
|
·
|
estimation
of expected customer merchandise
returns;
|
|
·
|
estimation
of the net deferred income tax asset valuation allowance;
and
|
|
·
|
estimation
of deferred catalog costs and the amount of future benefit to be derived
from the catalogs.
|
3.
|
DISCONTINUED
OPERATIONS
|
2010
|
2009
|
|||||||
Accounts
receivable, net
|
$ | 1,452 | $ | 1,263 | ||||
Merchandise
inventories
|
2,733 | 6,592 | ||||||
Current
assets of discontinued operations
|
$ | 4,185 | $ | 7,855 | ||||
Intangible
assets, net
|
$ | 915 | $ | 6,947 | ||||
Property
and equipment
|
45 | 1,203 | ||||||
Long-term
assets of discontinued operations
|
$ | 960 | $ | 8,150 |
4.
|
PROPERTY
AND EQUIPMENT
|
2010
|
2009
|
|||||||
Furniture
and fixtures
|
$ | 5,600 | $ | 6,290 | ||||
Computer
equipment and software
|
4,867 | 5,454 | ||||||
Leasehold
improvements.
|
19,097 | 21,064 | ||||||
Construction
in progress
|
224 | 290 | ||||||
29,788 | 33,098 | |||||||
Less
accumulated depreciation and amortization
|
15,927 | 13,638 | ||||||
Property
and equipment – net
|
$ | 13,861 | $ | 19,460 |
5.
|
INTANGIBLE
ASSETS
|
2010
|
2009
|
|||||||
Trademarks
|
$ | 18,090 | $ | 18,090 | ||||
Customer
relationships
|
- | 889 | ||||||
Domain
names
|
169 | 169 | ||||||
18,259 | 19,148 | |||||||
Less
accumulated amortization on customer relationships
|
- | 889 | ||||||
Intangibles
– net.
|
$ | 18,259 | $ | 18,259 |
6.
|
PREPAID
EXPENSES AND OTHER CURRENT ASSETS AND ACCOUNTS PAYABLE AND OTHER ACCRUED
EXPENSES
|
2010
|
2009
|
|||||||
Prepaid
expenses and other current assets:
|
||||||||
Deferred
catalog costs
|
$ | 1,488 | $ | 1,751 | ||||
Other
|
810 | 792 | ||||||
Total
|
$ | 2,298 | $ | 2,543 | ||||
Accounts
payable and accrued expense:
|
||||||||
Accounts
payable
|
$ | 13,332 | $ | 10,552 | ||||
Accrued
payroll and benefits
|
1,035 | 578 | ||||||
Accrued
vacation
|
1,308 | 1,371 | ||||||
Accrued
preferred stock dividend
|
- | 865 | ||||||
Return
reserves
|
946 | 1,091 | ||||||
Accrued
rent
|
51 | 1,431 | ||||||
Sales
and other taxes payable
|
687 | 627 | ||||||
Miscellaneous
accrued expense and other
|
2,839 | 3,699 | ||||||
Total
|
$ | 20,198 | $ | 20,214 |
7.
|
INCOME
TAXES
|
Year Ended
|
||||||||
July 31, 2010
|
July 25, 2009
|
|||||||
Current:
|
||||||||
Federal
|
$ | (33 | ) | $ | - | |||
State
|
79 | 86 | ||||||
Foreign
|
1 | 1 | ||||||
$ | 47 | $ | 87 |
Year Ended
|
||||||||
July 31, 2010
|
July 25, 2009
|
|||||||
Provision
for income taxes at federal statutory rate
|
35.0 | % | 35.0 | % | ||||
Surtax
benefit
|
(1.0 | ) | (1.0 | ) | ||||
State
income taxes – net of federal income tax benefit
|
1.2 | 2.0 | ||||||
Goodwill
impairment
|
0.0 | (20.9 | ) | |||||
Income
from debt conversion (see Note 10)
|
(20.5 | ) | - | |||||
Other
nondeductible expense
|
(0.3 | ) | (0.3 | ) | ||||
Valuation
allowance
|
(14.9 | ) | (15.4 | ) | ||||
Effective
tax rate
|
(0.5 | )% | (0.6 | )% |
July 31,
2010
|
July 25,
2009
|
|||||||
Deferred
tax assets:
|
||||||||
Merchandise
inventories
|
$ | 1,223 | $ | 1,981 | ||||
Net
operating loss and other tax attribute carryforwards
|
16,949 | 13,606 | ||||||
Accrued
vacation and bonuses
|
653 | 625 | ||||||
Deferred
rent
|
1,452 | 1,347 | ||||||
Deferred
revenue
|
712 | 677 | ||||||
Stock
based compensation
|
1,465 | 1,158 | ||||||
Other
|
502 | 584 | ||||||
Valuation
allowance
|
(22,081 | ) | (16,861 | ) | ||||
875 | 3,117 | |||||||
Deferred
tax liabilities:
|
||||||||
Trademark
|
(7,502 | ) | (9,036 | ) | ||||
Difference
between book and tax basis of fixed assets
|
(574 | ) | (1,965 | ) | ||||
Customer
relationship
|
(100 | ) | (979 | ) | ||||
Other
|
(201 | ) | (173 | ) | ||||
(8,377 | ) | (12,153 | ) | |||||
Net
deferred income tax liability
|
$ | (7,502 | ) | $ | (9,036 | ) |
Unrecognized
tax benefit as of July 26, 2009
|
$ | 1,236 | ||
Increases:
|
||||
Tax
positions in current period
|
171 | |||
Tax
positions in prior period
|
- | |||
Decreases:
|
||||
Tax
positions in prior periods
|
(18 | ) | ||
Lapse
of statute limitations
|
- | |||
Settlements
|
- | |||
Unrecognized
tax benefit as of July 31, 2010
|
$ | 1,389 |
8.
|
UNREGISTERED
SALE OF EQUITY SECURIITIES
|
9.
|
FINANCING
AGREEMENTS
|
10.
|
LONG-TERM
DEBT – RELATED PARTY AND PREFERRED STOCK
CONVERSION
|
11.
|
COMMITMENTS
AND CONTINGENCIES
|
Fiscal Years Ending
|
||||
2011
|
$ | 12,093 | ||
2012
|
11,180 | |||
2013
|
10,278 | |||
2014
|
9,250 | |||
2015
|
8,002 | |||
Thereafter
|
16,279 | |||
$ | 67,082 |
Year Ended
|
||||||||
July 31, 2010
|
July 25, 2009
|
|||||||
Minimum
rentals
|
$ | 12,738 | $ | 12,430 | ||||
Contingent
rentals
|
222 | 220 | ||||||
Total
rental expense
|
$ | 12,960 | $ | 12,650 |
Fiscal Years Ending
|
||||
2011
|
$ | 1,504 | ||
2012
|
$ | 1,251 | ||
2013
|
$ | 1,047 | ||
2014
|
$ | 237 | ||
$ | 4,039 |
12.
|
SHARE-BASED
COMPENSATION
|
Number of Shares
|
Weighted
Average
Exercise
Price Per
Share
|
Weighted-
Average
Remaining
Contractual
Life
|
Aggregate
Intrinsic Value
|
||||||||||
Outstanding
as of July 25, 2009
|
2,230,224 | $ | 2.08 | ||||||||||
Exercised
|
- | - | |||||||||||
Issued
|
872,500 | $ | 0.82 | ||||||||||
Forfeited
|
(112,500 | ) | $ | 1.68 | |||||||||
Outstanding as of July 31,
2010
|
2,990,224 | $ | 1.73 |
7.0 years
|
$ | 314,000 | |||||||
Exercisable on July 31,
2010
|
1,720,130 | $ | 2.21 |
5.4 years
|
$ | 133,000 |
Year ended
|
||||
July 31, 2010
|
July 25, 2009
|
|||
Risk-free
interest rate
|
2.43%
- 3.00%
|
1.99%
- 3.34%
|
||
Expected
life (years)
|
7.0
|
5.0
– 7.0
|
||
Expected
volatility
|
76
– 79%
|
60
– 72%
|
||
Dividend
yield
|
0.0%
|
0.0%
|
Shares
(in thousands)
|
Weighted-Average
Grant
Date Fair Value
|
|||||||
Non-vested
shares:
|
||||||||
Non-vested
at July 25, 2009
|
746,692 | $ | 1.11 | |||||
Granted
|
872,500 | .44 | ||||||
Vested
|
(336,598 | ) | 1.12 | |||||
Forfeited
|
(12,500 | ) | .85 | |||||
Non-vested
at July 31, 2010
|
1,270,094 | $ | .74 |
Number
|
Exercise
|
||||||
of Options
|
Price
|
Vesting Period
|
|||||
600,000
|
$ | 0.78 |
25%
at January 2, 2012, 33.3% at January 2, 2013 and 41.7% at January 2,
2014
|
||||
100,000
|
$ | 0.84 |
25%
on each of the first and second anniversary dates and 50% on the third
anniversary date
|
||||
60,000
|
$ | 0.80 |
25%
on each of the first and second anniversary dates and 50% on the third
anniversary date
|
||||
50,000
|
$ | 1.12 |
20%
each year over 5 years
|
||||
37,500
|
(1)
|
$ | 1.16 |
20%
each year over 5 years
|
|||
25,000
|
$ | 0.76 |
20%
each year over 5
years
|
Number
|
Exercise
|
Vesting
|
||||
of Options
|
Price
|
Period
|
||||
120,000
|
$ | 0.38 |
immediately
vested
|
|||
25,000
|
$ | 0.96 |
in
full after six months
|
|||
25,000
|
$ | 0.37 |
monthly
over six months
|
|||
240,000
|
$ | 0.38 |
50%
at January 2, 2010 and 50% at January 2, 2011
|
|||
57,500
|
$ | 0.87 |
20%
each year over 5 years
|
|||
20,000
|
$ | 0.17 |
20%
each year over 5
years
|
Number
|
||||||
of Restricted
Shares
|
Price
|
Vesting Period
|
||||
150,000
|
$ | 0.78 |
1/3
each anniversary date January 2, 2012, 2013 and 2014
|
|||
100,000
|
$ | 0.84 |
25%
on each of the first and second anniversary dates and 50% on the third
anniversary date
|
|||
75,000
|
$ | 0.80 |
25%
on each of the first and second anniversary dates and 50% on the third
anniversary
date
|
13.
|
EMPLOYEE
BENEFIT PLANS
|
14.
|
NET
LOSS PER SHARE
|
Year Ended
|
||||||||
July 31,
|
July 25,
|
|||||||
2010
|
2009
|
|||||||
Net
loss from continuing operations
|
$ | (9,237 | )(a) | $ | (14,077 | )(b) | ||
Net
loss from discontinued operations
|
$ | (12,357 | ) | $ | (20,554 | ) | ||
Basic
and Diluted:
|
||||||||
Weighted
average number of shares outstanding
|
29,272 | 26,272 | ||||||
Basic
and diluted loss per share from continuing operations
|
$ | (.32 | ) | $ | (.54 | ) | ||
Basic
and diluted net loss per share from discontinued
operations
|
$ | (.42 | ) | $ | (.78 | ) | ||
Total
basic and diluted net loss per share
|
$ | (.74 | ) | $ | (1.32 | ) |
Additions
|
||||||||||||||||||||
Balance at
|
Charges to
|
Balance
|
||||||||||||||||||
Beginning
|
Costs and
|
at End of
|
||||||||||||||||||
Description
|
Of Period
|
Expenses
|
Other
|
Deductions
|
Period
|
|||||||||||||||
FISCAL
YEAR ENDED JULY 31, 2010:
|
||||||||||||||||||||
Sales
return reserve
|
$ | 1,091 | $ | - | $ | - | $ | (145 | ) | $ | 946 | |||||||||
Deferred
tax valuation allowance
|
$ | 16,861 | $ | 9,637 | $ | - | $ | - | $ | 22,081 | ||||||||||
Inventory
reserves
|
$ | 278 | $ | 19 | $ | - | $ | - | $ | 297 | ||||||||||
FISCAL
YEAR ENDED JULY 25, 2009:
|
||||||||||||||||||||
Sales
return reserve
|
$ | 1,357 | $ | - | $ | - | $ | (266 | ) | $ | 1,091 | |||||||||
Deferred
tax valuation allowance
|
$ | 10,904 | $ | 5,957 | $ | - | $ | - | $ | 16,861 | ||||||||||
Inventory
reserves
|
$ | 237 | $ | 41 | $ | - | $ | - | $ | 278 |
(a)
|
The
following documents are filed as part of this report:
|
|
1.
|
Financial
Statements:
|
|
Report
of Independent Registered Public Accounting Firm
|
||
Consolidated
Balance Sheets at July 31, 2010 and July 25, 2009
|
||
Consolidated
Statements of Operations for the years
ended July 31, 2010 and July 25, 2009
|
||
Consolidated
Statements of Shareholders’ Equity for the years
ended July 31, 2010 and July 25, 2009
|
||
Consolidated
Statements of Cash Flows for the Years
ended July 31, 2010 and July 25, 2009
|
||
Notes
to Consolidated Financial Statements
|
||
2.
|
Financial
Statement Schedule:
|
|
For
the fiscal years ended July 31, 2010 and July 25, 2009:
|
||
II
– Valuation and Qualifying
Accounts
|
3.
|
Exhibits:
|
EXHIBIT
NUMBER
|
EXHIBIT
|
METHOD OF FILING
|
||
3.1
|
Restated
Certificate of Incorporation
|
Incorporated
by reference as Exhibit 3.1 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
3.2
|
Amended
and Restated Bylaws
|
Incorporated
by reference as Exhibit 3.2 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
4.1
|
Specimen
Common Stock Certificate
|
Incorporated
by reference as Exhibit 4.1 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
4.2
|
Warrant,
dated January 28, 2008, issued to Tokarz Investments
|
Incorporated
by reference as Exhibit 4.2 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
EXHIBIT
NUMBER
|
EXHIBIT
|
METHOD OF FILING
|
||
4.3
|
Warrant,
dated January 28, 2008, issued to Fursa
|
Incorporated
by reference as Exhibit 4.3 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
4.4
|
Form
of Series A Warrant, dated March 16, 2010, issued to
investors
|
Incorporated
by reference as Exhibit 10.3 to Form 8-K dated March 16, 2010 and filed on
March 22, 2010
|
||
4.5
|
Form
of Series B Warrant, dated March 16, 2010, issued to
investors
|
Incorporated
by reference as Exhibit 10.4 to Form 8-K dated March 16, 2010 and filed on
March 22, 2010
|
||
4.6
|
Form
of Three-Year, Five-Year and Seven-Year Warrants, dated May 18, 2010,
issued to Fursa Capital Partners LP, Fursa Master Rediscovered
Opportunities L.P., Blackfriars Master Vehicle LLC – Series 2 and Fursa
Master Global Event Driven Fund L.P.
|
Incorporated
by reference as Exhibit A to Exhibit 10.1 to Form 8-K dated February 1,
2010 and filed on February 5, 2010
|
||
10.1
|
Amended
and Restated 1988 Non-Qualified Stock Option Plan
|
Incorporated
by reference as Exhibit 10.2 to Non-Qualified Stock Option Plan Form 10-K
for fiscal year ended June 30, 2006 and filed on September 27,
2006
|
||
10.2
|
Amended
and Restated 2000 Performance Equity Plan
|
Incorporated
by reference as Exhibit 4.1 to Form S-8 and filed on July 28,
2008
|
||
10.3
|
2003
Employee Equity Incentive Plan
|
Incorporated
by reference as Exhibit 4.2 to Form S-8 and filed on July 28,
2008
|
||
10.4
|
Non-Employee
Director Compensation Plan effective January 1, 2005
|
Incorporated
by reference as Exhibit 10.13 to Form 8-K dated December 6, 2004 and filed
on December 14, 2004
|
||
10.5
|
Form
of Non-Employee Director Non-Qualified Stock Option
Agreement
|
Incorporated
by reference as Exhibit 10.14 to Form 8-K dated December 6, 2004 and filed
on December 14, 2004
|
||
10.6
|
Annual
Incentive Bonus Plan effective August 1, 2010
|
Incorporated
by reference as Exhibit 10.4 to Form 8-K dated June 29, 2010 and filed on
July 6, 2010
|
||
10.7
|
Registration
Rights Agreement, dated as of January 28, 2008, by and among the Company,
Fursa, Fursa Managed Accounts, Tokarz Investments and TTG
Apparel
|
Incorporated
by reference as Exhibit 10.3 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
10.8
|
Joinder,
dated as of January 28, 2008, by the Company and Fursa
|
Incorporated
by reference as Exhibit 10.5 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
EXHIBIT
NUMBER
|
EXHIBIT
|
METHOD OF FILING
|
||
10.9
|
Tranche
A/B and Tranche C Term Loan Agreement, dated as of June 30, 2005, by and
among Frederick’s of Hollywood, Inc., FOH Holdings, Inc., Frederick’s of
Hollywood Stores, Inc., Fredericks.com, Inc., Hollywood Mail Order, LLC,
the lending institutions listed as Tranche A/B lenders, the lending
institutions listed as Tranche C lenders, and Fursa Alternative Strategies
LLC, as agent and collateral agent for the lenders (the “Fursa Term Loan
Agreement”)
|
Incorporated
by reference as Exhibit 10.5 to Quarterly Report on Form 10-Q for the
quarter ended January 23, 2010 and filed on March 8,
2010
|
||
10.10
|
Amendment
No. 1, dated July 20, 2005, to the Fursa Term Loan
Agreement
|
Incorporated
by reference as Exhibit 10.6 to Quarterly Report on Form 10-Q for the
quarter ended January 23, 2010 and filed on March 8,
2010
|
||
10.11
|
Amendment
No. 2, dated November 23, 2005, to the Fursa Term Loan
Agreement
|
Incorporated
by reference as Exhibit 10.7 to Quarterly Report on Form 10-Q for the
quarter ended January 23, 2010 and filed on March 8,
2010
|
||
10.12
|
Amendment
No. 3, dated as of January 28, 2008, to the Fursa Term Loan
Agreement
|
Incorporated
by reference as Exhibit 10.8 to Quarterly Report on Form 10-Q for the
quarter ended January 23, 2010 and filed on March 8,
2010
|
||
10.13
|
Debt
Exchange and Preferred Stock Conversion Agreement, dated as of February 1,
2010, among the Company, Fursa Capital Partners LP, Fursa Master
Rediscovered Opportunities L.P., Blackfriars Master Vehicle LLC – Series 2
and Fursa Master Global Event Driven Fund L.P.
|
Incorporated
by reference as Exhibit 10.1 to Form 8-K dated February 1, 2010 and filed
on February 5, 2010
|
||
10.14
|
Amended
and Restated Financing Agreement dated as of January 28, 2008 by and among
the Company and certain of its Subsidiaries, as Borrowers, the financial
institutions from time to time party thereto and Wells Fargo Retail
Finance II, LLC (“Wells Fargo”), as the Arranger and Agent (“Amended and
Restated Financing Agreement”)
|
Incorporated
by reference as Exhibit 10.1 to Quarterly Report on Form 10-Q for the
quarter ended January 23, 2010 and filed on March 8,
2010
|
||
10.15
|
First
Amendment, dated as of September 9, 2008, to Amended and Restated
Financing Agreement
|
Incorporated
by reference as Exhibit 10.2 to Form 8-K dated September 21, 2009 and
filed on September 23, 2009
|
||
10.16
|
Second
Amendment, dated as of September 21, 2009, to Amended and Restated
Financing Agreement
|
Incorporated
by reference as Exhibit 10.3 to Form 8-K dated September 21, 2009 and
filed on September 23, 2009
|
||
10.17
|
Third
Amendment, dated as of October 23, 2009, to Amended and Restated Financing
Agreement
|
Incorporated
by reference as Exhibit 10.24 to Annual Report on Form 10-K for the fiscal
year ended July 25, 2009 and filed on October 23, 2009
|
||
10.18
|
Fourth
Amendment, dated as of July 30, 2010, to Amended and Restated Financing
Agreement
|
Incorporated
by reference as Exhibit 10.8 to Form 8-K dated July 30, 2010 and filed on
August 4, 2010
|
EXHIBIT
NUMBER
|
EXHIBIT
|
METHOD OF FILING
|
||
10.19
|
Amended
and Restated Revolving Credit Note, dated as of January 28, 2008, in
the stated original principal amount of $25,000,000, executed by
the Borrowers and payable to the order of Wells
Fargo
|
Incorporated
by reference as Exhibit 10.8 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
10.20
|
Security
Agreement, dated as of January 28, 2008, by the Company in favor of
Wells Fargo
|
Incorporated
by reference as Exhibit 10.9 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
10.21
|
Pledge
Agreement, dated as of January 28, 2008, by the Company in
favor of Wells Fargo
|
Incorporated
by reference as Exhibit 10.10 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
10.22
|
Assignment for
Security (Trademarks), dated as of January 28, 2008, by the
Company in favor of Wells Fargo
|
Incorporated
by reference as Exhibit 10.11 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
10.23
|
Ratification
and Reaffirmation Agreement, dated as of January 28, 2008, by
the Borrowers (other than the Company) and Fredericks.com, Inc. in
favor of Wells Fargo
|
Incorporated
by reference as Exhibit 10.12 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
10.24
|
Amended
and Restated Intercreditor and Subordination Agreement, dated as of
January 28, 2008, among the Company and its Subsidiaries party
thereto, the subordinated creditors party thereto, Fursa, as agent for
such subordinated creditors, and Wells Fargo
|
Incorporated
by reference as Exhibit 10.13 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
10.25
|
Amended
and Restated Contribution Agreement, dated as of January 28, 2008, by
the Borrowers and Fredericks.com, Inc. in favor of Wells
Fargo
|
Incorporated
by reference as Exhibit 10.14 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
10.26
|
Securities
Purchase Agreement dated as of March 16, 2010, between the Company and
certain investors
|
Incorporated
by reference as Exhibit 10.1 to Form 8-K dated March 16, 2010 and filed on
March 22, 2010
|
||
10.27
|
Registration
Rights Agreement dated as of March 16, 2010, between the Company and
certain investors
|
Incorporated
by reference as Exhibit 10.1 to Form 8-K dated March 16, 2010 and filed on
March 22, 2010
|
||
10.28
|
Financing
Agreement dated as of July 30, 2010 by and among the Company and certain
of its Subsidiaries, as Borrowers, the Lenders from time to time party
thereto and Hilco Brands, LLC as Arranger and Agent
(“Hilco”)
|
Incorporated
by reference as Exhibit 10.1 to Form 8-K dated July 30, 2010 and filed on
August 4, 2010
|
||
10.29
|
Guaranty,
dated July 30, 2010, by Fredericks.com, Inc. in favor of each of the
Lenders and Hilco
|
Incorporated
by reference as Exhibit 10.2 to Form 8-K dated July 30, 2010 and filed on
August 4, 2010
|
||
10.30
|
Secured
Promissory Note, dated July 30, 2010, in the stated original principal
amount of $7,000,000, executed by the Borrowers and payable to the order
of Hilco
|
Incorporated
by reference as Exhibit 10.3 to Form 8-K dated July 30, 2010 and filed on
August 4, 2010
|
||
10.31
|
Security
Agreement, dated July 30, 2010, by the Company and certain of its
Subsidiaries and Hilco
|
Incorporated
by reference as Exhibit 10.4 to Form 8-K dated July 30, 2010 and filed on
August 4, 2010
|
EXHIBIT
NUMBER
|
EXHIBIT
|
METHOD OF FILING
|
||
10.32
|
Agreement
for Security (Trademarks), dated July 30, 2010, by the Company
and certain of its Subsidiaries in favor of Hilco
|
Incorporated
by reference as Exhibit 10.5 to Form 8-K dated July 30, 2010 and filed on
August 4, 2010
|
||
10.33
|
Agreement
for Security (Copyrights), dated July 30, 2010, by the Company and certain
of its Subsidiaries in favor of Hilco
|
Incorporated
by reference as Exhibit 10.6 to Form 8-K dated July 30, 2010 and filed on
August 4, 2010
|
||
10.34
|
Intercreditor
Agreement, dated as of July 30, 2010, between Wells Fargo and Hilco and
acknowledged by the Company and certain of its
Subsidiaries
|
Incorporated
by reference as Exhibit 10.7 to Form 8-K dated July 30, 2010 and filed on
August 4, 2010
|
||
10.35
|
Equity
Incentive Agreement, dated as of January 28, 2008, between FOH Holdings,
Inc. and Linda LoRe
|
Incorporated
by reference as Exhibit 10.16 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
10.36
|
Employment
Agreement, dated as of June 1, 2010, by and between the Company and Thomas
Rende
|
Incorporated
by reference as Exhibit 10.1 to Form 8-K, dated June 1, 2010 and filed on
June 4, 2010
|
||
10.37
|
Non-Qualified
Stock Option Agreement, dated as of December 10, 2004, between the Company
and Thomas Rende and the Company
|
Incorporated
by reference as Exhibit 10.18 to Form 8-K dated December 10, 2004 and
filed on December 15, 2004
|
||
10.38
|
Non-Qualified
Stock Option Agreement, dated as of October 13, 2006, between the Company
and Thomas Rende
|
Incorporated
by reference as Exhibit 10.24 to Form 8-K dated October 13, 2006 and filed
on October 18, 2006
|
||
10.39
|
Stock
Agreement, dated January 28, 2008, between the Company and Thomas
Rende
|
Incorporated
by reference as Exhibit 10.31 to Form 8-K, dated January 24, 2008 and
filed on January 29, 2008.
|
||
10.40
|
Non-Qualified
Stock Option Agreement, dated January 28, 2008, between the Company and
Thomas Rende
|
Incorporated
by reference as Exhibit 10.19 to Form 8-K dated January 28, 2008 and filed
on February 1, 2008
|
||
10.41
|
Non-Qualified
Stock Option Agreement, dated June 1, 2010, between the Company and Thomas
Rende
|
Incorporated
by reference as Exhibit 10.2 to Form 8-K, dated June 1, 2010 and filed on
June 4, 2010
|
||
10.42
|
Restricted
Stock Agreement, dated June 1, 2010, between the Company and Thomas
Rende
|
Incorporated
by reference as Exhibit 10.3 to Form 8-K, dated June 1, 2010 and filed on
June 4, 2010
|
||
10.43
|
Employment
Agreement, dated as of June 29, 2010, between the Company and Thomas
Lynch
|
Incorporated
by reference as Exhibit 10.1 to Form 8-K dated June 29, 2010 and filed on
July 6, 2010
|
||
10.44
|
Stock
Option Agreement, dated as of January 29, 2009, between the Company and
Thomas Lynch
|
Incorporated
by reference as Exhibit 10.2 to Form 8-K dated January 29, 2009 and filed
on February 3, 2009
|
EXHIBIT
NUMBER
|
EXHIBIT
|
METHOD OF FILING
|
||
10.45
|
Restricted
Stock Agreement between the Company and Thomas Lynch, dated as of January
29, 2009
|
Incorporated
by reference as Exhibit 10.3 to Form 8-K dated January 29, 2009 and filed
on February 3, 2009
|
||
10.46
|
Stock
Option Agreement between the Company and Thomas Lynch, dated as of June
29, 2010
|
Incorporated
by reference as Exhibit 10.2 to Form 8-K dated June 29, 2010 and filed on
July 6, 2010
|
||
10.47
|
Restricted
Stock Agreement between the Company and Thomas Lynch, dated as of June 29,
2010
|
Incorporated
by reference as Exhibit 10.3 to Form 8-K dated June 29, 2010 and filed on
July 6, 2010
|
||
14
|
Amended
and Restated Code of Ethics
|
Incorporated
by Reference as Exhibit 14 to Form 8-K dated August 15, 2008 and filed on
August 21, 2008
|
||
21
|
Subsidiaries
of the Company
|
Filed
herewith
|
||
23.1
|
Consent
of Independent Registered Public Accounting Firm
|
Filed
herewith
|
||
31.1
|
Certification
by Chief Executive Officer
|
Filed
herewith
|
||
31.2
|
Certification
by Principal Financial and Accounting Officer
|
Filed
herewith
|
||
32
|
Section
1350 Certification
|
Filed
herewith
|
October
22, 2010
|
FREDERICK’S
OF HOLLYWOOD GROUP INC.
|
||
By:
|
/s/ THOMAS J. LYNCH
|
||
Thomas
J. Lynch
|
|||
Chairman
and Chief Executive Officer
|
|||
(Principal
Executive Officer)
|
/s/ Thomas J. Lynch
|
Chairman
and Chief Executive Officer
|
October
22, 2010
|
||
Thomas
J. Lynch
|
(Principal
Executive Officer)
|
|||
/s/ Thomas Rende
|
Chief
Financial Officer (Principal
|
October
22, 2010
|
||
Thomas
Rende
|
Financial
and Accounting Officer)
|
|||
/s/ Linda LoRe
|
President
and Director
|
October
22, 2010
|
||
Linda
LoRe
|
||||
/s/ Peter Cole
|
Director
|
October
22, 2010
|
||
Peter
Cole
|
||||
/s/ John L. Eisel
|
Director
|
October
22, 2010
|
||
John
L. Eisel
|
||||
/s/ William F. Harley
|
Director
|
October
22, 2010
|
||
William
F. Harley
|
||||
/s/ Milton J. Walters
|
Director
|
October
22, 2010
|
||
Milton
J. Walters
|