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Other Charges
3 Months Ended
Apr. 29, 2017
Other Charges Related To Proposed Business Combination And Management And Organizational Changes [Abstract]  
Other Charges

9.

OTHER CHARGES

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 the three months ended April 29, 2017 and April 30, 2016 the Company incurred $814,000 and $221,000, respectively, 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 three agreements with Orchestra USA Inc. (“Orchestra USA”), a wholly-owned subsidiary of Orchestra, to commence in fiscal 2017, under which the Company may provide real estate and construction project consulting services and may purchase infant and childrenswear merchandise for sale in certain of the Company’s stores. Orchestra USA will pay the Company up to $65,000 for each fully-executed real estate lease and pay up to $34,000 for each fully-completed construction project. The Company’s cost for merchandise under the product purchase agreement will be agreed on an order-by-order basis. For the first quarter of fiscal 2017 the Company recognized $10,000 of revenue for real estate consulting services, for which payment was received in May 2017.

Subsequent to the appointment of Anthony M. Romano as the Company’s Chief Executive Officer (“CEO”) in August 2014, the Company commenced a program to evaluate its business processes, key management personnel and planning resources. In connection with this evaluation, the Company has implemented changes with a focus on improving inventory management, driving sales productivity, optimizing real estate and controlling costs. 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 reach of its e-commerce sites during the first quarter of 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 the three months ended April 29, 2017 and April 30, 2016 the Company incurred $3,000 and $448,000, respectively, of charges related to these management and organizational changes.

A summary of the charges incurred in connection with the proposed business combination and the management and organizational changes is as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

April 29, 2017

 

 

April 30, 2016

 

 

 

 

 

 

 

 

 

 

Proposed Business Combination

 

 

 

 

 

 

 

 

Legal and other professional fees

 

$

814

 

 

$

221

 

 

 

 

 

 

 

 

 

 

Management and Organizational Changes

 

 

 

 

 

 

 

 

Severance and related benefits

 

 

3

 

 

 

118

 

Non-core brand contract termination

 

 

 

 

 

325

 

Consulting fees

 

 

 

 

 

5

 

Total management and organizational changes

 

 

3

 

 

 

448

 

 

 

 

 

 

 

 

 

 

Total other charges

 

$

817

 

 

$

669