13.	OTHER CHARGES, NET

During the fourth quarter of fiscal 2015 the Company announced that it had received an unsolicited, non-binding preliminary merger proposal from the Company’s largest shareholder, Orchestra, a France-based retailer of children’s wear. On December 19, 2016 the Company entered into the Merger Agreement. The merger is expected to be completed during the third quarter of fiscal 2017. During fiscal 2016 and fiscal 2015 the Company incurred $3,154,000 and $61,000 of charges related to the merger proposal and Merger Agreement.

Prior to the completion of the Merger, the Company and Orchestra are evaluating opportunities for shared service arrangements. In connection therewith the Company has entered into two agreements with Orchestra USA Inc. (“Orchestra USA”), a wholly-owned subsidiary of Orchestra, under which the Company will provide real estate and construction project consulting services to commence in fiscal 2017. Orchestra USA will pay the Company $65,000 for each fully-executed real estate lease and pay up to $34,000 for each fully-completed construction project. As of January 28, 2017 no services had been performed under the consulting agreements and no payments were due to the Company.

During fiscal 2014 the Company incurred $1,045,000 of charges related to its proposal for a possible business combination with Mothercare plc, which was announced and subsequently withdrawn in July 2014.

In August 2014 the Company announced the appointment of Anthony M. Romano as the Company’s new Chief Executive Officer (“CEO”). Subsequent to the CEO change, the Company commenced a program to evaluate its business processes, key management personnel and planning resources. In connection with this evaluation, the Company changed its fiscal year (see below) and continues to implement changes to certain business processes that have resulted in replacement of certain key management personnel and reductions in headcount, with a focus on improving inventory management, driving sales productivity, optimizing real estate and controlling costs. Key management changes included elimination of the separate function of President in December 2015 in a further effort to streamline the Company’s operations and its reporting structure. The Company implemented an improved product life cycle calendar in fiscal 2015, completed the implementation of a new planning and allocation tool in fiscal 2016 and completed a re-platforming of each of its e-commerce sites in early fiscal 2017, as it continues to improve its planning and allocation methodologies and e-commerce platform. The Company’s real estate strategy includes increased focus on the Company’s two key maternity apparel brands with strategic phase-out and elimination of certain non-core brands and business relationships. During fiscal 2016, 2015, 2014 and the four months ended January 31, 2015 the Company incurred $1,760,000, $4,196,000, $4,256,000 and $2,951,000, respectively, of charges related to these management and organizational changes.

In September 2013 the Company announced plans to relocate its corporate headquarters and distribution operations from Philadelphia, Pennsylvania to southern New Jersey. In September 2014 the Company recorded pretax income of $4,110,000 from the gain realized on the sale and leaseback of its then principal headquarters and distribution center building (see Note 5). The Company completed the relocation of its corporate headquarters to Moorestown, New Jersey in January 2015 and completed the relocation of its distribution operations to Florence, New Jersey in August 2015. During fiscal 2015, 2014 and the four months ended January 31, 2015 the Company recorded $2,695,000, $(2,072,000) and $1,158,000, respectively, of charges (income) related the sale and closure of its prior facilities, and the preparation for occupancy of and relocation to its new facilities.

During fiscal 2015 and the four months ended January 31, 2015 the Company incurred $27,000 and $1,245,000, respectively, of charges related to its change to a retail calendar-based fiscal year.

A summary of the charges incurred in connection with the proposed business combinations, management and organizational changes, facilities relocations and fiscal year change for fiscal 2016, 2015, 2014 and the four months ended January 31, 2015 follows (in thousands):

	Year Ended				Four Months Ended		Year Ended
	January 28, 2017		January 30, 2016		January 31, 2015		September 30, 2014

Proposed Business Combinations
Legal and other professional fees	$	3,154	$	61	$	—	$	1,045

Management and Organizational Changes
Severance and related benefits	1,210			1,787		1,687	—
Non-core brand contract terminations	545		—		—			—
Consulting fees	5			1,388	591		—
Executive officer separation benefits	—		922		—		4,107
Contract termination	—		—		654		—
Other	—		99		19		149
Total management and organizational changes	1,760			4,196		2,951		4,256

Facilities Relocations
Pre-opening rent expense on new corporate headquarters and distribution facility		—		1,699		780		798
Moving and other costs	—		763		107			113
Accelerated depreciation and amortization expense	—		233		271			1,127
Gain on sale of building	—		—		—			(4,110	)
Total facilities relocations	—			2,695		1,158		(2,072	)

Fiscal Year Change
Audit and tax professional fees	—		—			1,036	—
Systems modifications	—		27		209		—
Total fiscal year change	—		27			1,245	—
Total other charges, net	$	4,914	$	6,979	$	5,354	$	3,229