8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2011

Bakers Footwear Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Missouri	000-50563	43-0577980
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2815 Scott Avenue St. Louis, Missouri	63103
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(314) 621-0699

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On June 14, 2011, Bakers Footwear Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing financial results for the first quarter ended April 30, 2011. A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The description of the Press Release contained herein is qualified in its entirety by the full text of such exhibit. Also on June 14, 2011, certain members of the Company’s management team held a conference call to discuss earnings and operating results for the quarter ended April 30, 2011. Excerpts from the conference call transcript are furnished as Exhibit 99.2 hereto and are incorporated by reference herein.

     Exhibits 99.1 and 99.2 contain forward-looking statements (within the meaning of Section 27(A) of the Securities Act of 1933 and Section 21(E) of the Securities Exchange Act of 1934). The Company has no duty to update such statements. Actual future events and circumstances could differ materially from those set forth in this Current Report, including Exhibits 99.1 and 99.2, due to various factors.

     Factors that could cause these conditions not to be satisfied include inability to satisfy debt covenants, material declines in sales trends and liquidity, material changes in capital market conditions or in the Company’s business, prospects, results of operations or financial condition, and other risks and uncertainties, including those detailed in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including those discussed in “Risk Factors,” in “Management’s Discussion and Analysis of Financial Position and Results of Operations” and in Note 2 to the Company’s financial statements, and in the Company’s other filings with the Securities and Exchange Commission.

Item 5.07. Submission of Matters to a Vote of Security Holders.

     On June 15, 2011, the Company held its Annual Meeting of Shareholders. Shareholders were asked to consider and act upon:

     (1) The election of four directors to serve until the Company’s 2012 Annual Meeting, or until a successor is elected and qualified; and

     (2) A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2011.

     The shareholders elected all of the Company’s nominees for director and ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for fiscal year 2011. The votes for, withheld, against, abstentions, and broker non-votes, where applicable, for each matter are set out below.

     (1) Election of Directors:

Name of Nominee	Votes For		Votes Withheld		Broker Non-Votes
Peter A. Edison		4,000,707		11,160		2,444,313
Timothy F. Finley		4,010,067		1,800		2,444,313
Harry E. Rich		4,010,067		1,800		2,444,313
Scott C. Schnuck		4,010,067		1,800		2,444,313

     (2) Proposal regarding ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011:

     Number of Votes For: 6,455,030

     Number of Votes Against: 100

     Number of Votes Abstain: 1,050

     Number of Broker Non-Votes: 0

Item 7.01. Regulation FD Disclosure.

     The information set forth under Item 2.02 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits. See Exhibit Index.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BAKERS FOOTWEAR GROUP, INC.
Date: June 17, 2011	By:	/s/ Charles R. Daniel, III
		Charles R. Daniel, III
		Executive Vice President, Chief Financial Officer, Controller, Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release dated June 14, 2011 relating to results for the quarter ended April 30, 2011.
99.2	Excerpts from the transcript of the conference call held on June 14, 2011.

EX-99.1

Exhibit 99.1

	Company Contact:
	Charles R. Daniel, III
	Chief Financial Officer
	(314) 621-0699
Final: For Release
	Investor Contacts:
	ICR, Inc.
	Allison Malkin/Farah Soi
	(203) 682-8225/8264

BAKERS FOOTWEAR GROUP REPORTS FIRST QUARTER 2011 RESULTS
First Quarter Comparable Store Sales Increase 9.3%
Gross Margin Improves to 26.1% From 24.7% in First Quarter 2010
Comparable Store Sales Increase 12.3% for the First Six Weeks of the Second Quarter

ST. LOUIS, Mo. June 14, 2011 — Bakers Footwear Group, Inc. (OTC Bulletin Board: BKRS.OB), a leading specialty retailer of moderately priced fashion footwear for young women, with 231 stores, today announced results for the thirteen weeks ended April 30, 2011.

For the first quarter, the thirteen weeks ended April 30, 2011:

• Net sales were $47.0 million, an increase of 8.0%, from $43.5 million in the first quarter of fiscal 2010;

• Comparable store sales increased 9.3% compared to a decline of 1.6% in the first quarter of fiscal 2010;

• Gross profit was $12.3 million, or 26.1% of net sales, compared to $10.7 million, or 24.7% of net sales, in the first quarter last year. The 140 basis point expansion in gross profit margin as compared to the first quarter last year was driven by leverage in buying and occupancy costs;

• Selling, general and administrative expenses were $14.3 million, or 30.5% of net sales, compared to $13.6 million, or 31.2% of net sales, in the prior-year period;

• Operating loss was $2.1 million compared to a $2.9 million operating loss in the first quarter last year; and

• Net loss was $2.5 million, or $0.27 per diluted share, compared to a net loss of $3.5 million, or $0.47 per diluted share, in the first quarter last year.

Peter Edison, Chairman and Chief Executive Officer of Bakers Footwear Group commented, “We began the year solidly, reporting increased first quarter sales, increased comparable store sales and a significant improvement in our operating performance compared to the first quarter last year. During the quarter, our customers responded positively to our footwear assortments across categories led by dress shoes, wedges and open-toe sandals. Our exclusive brands H by Halston and Wild Pair continued to grow and assisted us to broaden our customer reach and raise average unit retail, as we provide differentiation and great fashion with these compelling brands. Combined, this fueled a 9.3% increase in comparable store sales and a 140 basis point expansion in gross profit margin, as compared to the first quarter of fiscal 2010. We ended the first quarter with a 17% increase in inventory which we believe is supporting our sales momentum into the second quarter.”

“As we look ahead, we are optimistic about our business and expect to continue our improving performance,” Mr. Edison continued. “Validating this expectation is the 12.3% increase in our comparable store sales for the first six weeks of the second quarter. We expect to maintain our fashion leadership, as we present our customers with enticing styles across categories. We will continue to expand our exclusive H by Halston and Wild Pair brands and generate excitement for our Bakers stores and e-commerce channels with marketing and social media campaigns. At the same time, we will maintain our expense discipline. We continue to believe our strategies have us poised to improve our operating performance.”

Based on the Company’s business plan, the Company believes it has adequate liquidity to fund anticipated working capital requirements and expects to be in compliance with its financial covenants throughout the remainder of 2011. The Company’s most recent Quarterly Report on Form 10-Q, filed today, and the Company’s most recent Annual Report on Form 10-K discuss the Company’s business plan and disclose in detail the risks of the Company’s current liquidity situation and its ability to comply with its financial covenants.

Conference Call

The Company announced that it will conduct a conference call to discuss its first quarter results today, Tuesday, June 14, 2011 at 9:00 a.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial 877-407-0784, approximately five minutes prior to the start of the call. The conference call will also be webcast live at http://viavid.net/dce.aspx?sid=00008772. A replay of this call will be available until June 21, 2011 and can be accessed by dialing 877-870-5176 and entering PIN number 373643. The webcast will remain available until August 14, 2011 at the same web address.

About Bakers Footwear Group, Inc.

Bakers Footwear Group, Inc. is a national, mall-based, specialty retailer of distinctive footwear and accessories for young women. The Company’s merchandise includes private label and national brand dress, casual and sport shoes, boots, sandals and accessories. The Company currently operates 231 stores nationwide. Bakers’ stores focus on women between the ages of 16 and 35. Wild Pair stores offer fashion-forward footwear to women between the ages of 17 and 29.

THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION 27(A) OF THE SECURITIES ACT OF 1933 AND SECTION 21(E) OF THE SECURITIES EXCHANGE ACT OF 1934). BAKERS FOOTWEAR HAS NO DUTY TO UPDATE SUCH STATEMENTS. ACTUAL FUTURE EVENTS AND CIRCUMSTANCES COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THIS STATEMENT DUE TO VARIOUS FACTORS. FACTORS THAT COULD CAUSE THESE CONDITIONS NOT TO BE SATISFIED INCLUDE INABILITY TO SATISFY DEBT COVENANTS, MATERIAL DECLINES IN SALES TRENDS AND LIQUIDITY, MATERIAL CHANGES IN CAPITAL MARKET CONDITIONS OR IN BAKERS FOOTWEAR’S BUSINESS, PROSPECTS, RESULTS OF OPERATIONS OR FINANCIAL CONDITION, AND OTHER RISKS AND UNCERTAINTIES, INCLUDING THOSE DETAILED IN BAKERS FOOTWEAR’S MOST RECENT ANNUAL REPORT ON FORM 10-K AND MOST RECENT QUARTERLY REPORT ON FORM 10-Q, INCLUDING THOSE DISCUSSED IN “RISK FACTORS,” IN “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS” AND IN NOTE 2 TO THE FINANCIAL STATEMENTS IN THESE REPORTS, AND IN ITS OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

Bakers Footwear Group, Inc.

	Thirteen			Thirteen
	Weeks Ended			Weeks Ended
Income Statement Data	April 30, 2011			May 1, 2010
(in thousands, except per share data)	Unaudited			Unaudited
Net sales	$	47,013		$	43,524
Cost of merchandise sold, occupancy, and buying expenses		34,756			32,788
Gross profit		12,257			10,736
Operating expenses
Selling		10,197			9,804
General and administrative		4,123			3,791
Loss on disposal of property and equipment		3			51
Operating loss		(2,066	)		(2,910	)
Interest expense		(461	)		(555	)
Other income, net		10			14
Loss before income taxes		(2,517	)		(3,451	)
Income tax benefit		—			—
Net loss	$	(2,517	)	$	(3,451	)
Net loss per common share	$	(0.27	)	$	(0.47	)
Weighted average shares outstanding		9,262			7,383
Cash Flow Data
Cash used in operating activities	$	(3,995	)	$	(1,644	)
Cash used in investing activities		(214	)		(420	)
Cash provided by financing activities		4,277			2,058
Net increase (decrease) in cash		67			(5	)
Supplemental Data
Comparable store sales increase (decrease)		9.3	%		(1.6	)%
Gross profit percentage		26.1	%		24.7	%
Unused borrowing capacity at end of period	$	1,624		$	1,437
Number of stores at end of period		231			239

Bakers Footwear Group, Inc.

Balance Sheet Data	April 30, 2011			May 1, 2010
(in thousands)	Unaudited			Unaudited
Cash	$	214		$	149
Accounts receivable		1,841			1,955
Inventories		27,191			23,248
Other current assets		924			1,000
Current assets		30,170			26,352
Property and equipment, net		17,334			23,465
Other assets		1,011			771
	$	48,515		$	50,588
Accounts payable	$	14,716		$	13,217
Revolving credit facility		14,726			13,277
Subordinated secured term loan		—			2,177
Subordinated convertible debentures		—			4,000
Other current liabilities		11,039			10,047
Current liabilities		40,481			42,718
Accrued noncurrent rent liabilities		8,310			9,099
Subordinated convertible debentures		4,000			—
Subordinated debenture		4,138			—
Shareholders’ deficit		(8,414	)		(1,229	)
	$	48,515		$	50,588

EX-99.2

Exhibit 99.2

Bakers Footwear Group, Inc.
Excerpts of First Quarter Fiscal 2011 Results Conference Call Transcript
June 14, 2011

Operator

Greetings, and welcome to the Bakers Footwear Group Incorporated first quarter 2011 results conference call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Instructions]

As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ms. Farah Soi of ICR. Thank you, Ms. Soi, you may begin.

Farah Soi

Thank you, operator. Good morning, everyone. Before we get started, I would like to remind you of the Company’s safe harbor language which I’m sure you’re all familiar with. The statements contained in this conference call which are not historical fact may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Actual results may differ materially from those suggested in such statements due to a number of risks and uncertainties which are described in the Company’s filings with the SEC. And now I would like to turn the call over to Bakers Chairman, President and CEO, Peter Edison.

Peter Edison

Thank you, Farah. Good morning, everyone. Thank you for joining us to discuss our first quarter 2011 results. With me today is Charlie Daniel, our Chief Financial Officer. For this morning’s call, I will review our first quarter performance and provide an update on the priorities we set for fiscal 2011.

Charlie will then review our financials in more detail. After my closing remarks, we will open the call to answer the questions you have for us today. We had a solid start to the year, reporting increased sales, expansion in gross profit margin, and improved operating performance as compared to the first quarter last year. In total for the first quarter, net sales increased 8% to $47 million from $43.5 million in the first quarter of 2010. Comparable store sales increased 9.3% driven by growth in average unit retail. Gross margin percentage increased by 140 basis points to 26.1% of net sales from 24.7% of net sales last year.

Operating loss decreased to $2.1 million compared to an operating loss of $2.9 million last year. And net loss was $2.5 million, or $0.27 per diluted share, compared to $3.5

million or $0.47 per diluted share in the first quarter last year. Our comparable store sales were led by dress shoes, including offerings in our H by Halston and Wild Pair brands. We continue to identify footwear trends that resonate with our customers, enabling us to further strengthen our fashion leadership in footwear.

We also continue to make progress on our goal to broaden our customer reach and increase brand loyalty by introducing exclusive brands in our Bakers stores, by capitalizing on the significant multichannel opportunity we see for our Company and increasing our brand building marketing. To this end, our exclusive designer label, H by Halston, that was introduced in September 2010, was a top brand for us during the quarter and a key driver of our increased average unit retail. The label continues to be received very favorably by our existing customers and we believe this is also drawing new customers to our stores.

As we have mentioned on previous calls, H by Halston further differentiates our stores with a designer label that has a clean and simple look as well as universal appeal. The successful introduction of the H by Halston label demonstrates that we can effectively sell higher price point designer products to our existing customers as well as expand our category reach to more upscale fashion, casual and athletic footwear. We continue to be excited by the long-term potential of H by Halston which we operate under a license agreement.

We were also very pleased with the performance of our Wild Pair brand, which was introduced in 120 of our Bakers stores this spring. As many of you are aware, this brand offers our customers faster and edgier product than our Bakers and H by Halston lines and has quickly become a top-selling brand at higher retail. We expect the addition of Wild Pair to drive sales and further broaden the appeal of our Bakers store.

Turning to our second sales generating strategy, increasing multichannel sales, we continue to make strong progress towards our multichannel sales goals. As a reminder, multichannel sales include our bakersshoes.com website, our mini sites for H by Halston and Wild Pair, our call center and special order sales, as well as [expansion] to a smartphone platform and Amazon.com. During the quarter, multichannel sales increased 6.2%. While we had a sluggish start in February, multichannel sales have risen 23% in March through May.

We attribute this to our brand launches and increased multichannel inventory levels over the course of the quarter. We also continue to grow our social media efforts to feature our brands and our new launches. We believe this has greatly added to the enthusiasm of our H by Halston and Wild Pair brand introductions. The number of fans on our Bakers Shoes Facebook page and traffic on our footwear blog, Shoeternity, should continue to experience strong growth. We expect this effort to build further momentum across our channels of distribution this year.

On the marketing front, in addition to our e-commerce initiatives, we are focused on expanding awareness and strengthening consumer connection to our brand with strong creative campaigns designed to tell each brand’s unique story. This increase in brand

support is balanced with our continued disciplined on the cost front, as we’ve maintained stringent control of expenses that do not serve to drive revenue.

On our balance sheet, our inventory in dollars rose 17%. It was approximately flat in units, reflecting the increase in our product mix of higher value dress shoes, including our H by Halston and Wild Pair brands, but also reflecting across the board higher retail.

We remain pleased with the level and content of our inventory as we begin the summer season. As we look ahead, we are optimistic about our business and believe our strategies have us poised to continue our positive sales momentum and improved operating performance. Validating this expectation is our 12.1% increase in comparable store sales for the first six weeks of the second quarter, representing a continuation of our first quarter trend. We attribute this to our ability to identify strong-selling fashion for our customers, the addition of our exclusive brands, and an increase in brand awareness driven by our focus on marketing and the growth in our multichannel set.

Combined, this is leading up to our improved performance this year and we expect to continue to evolve these successful strategies to deliver sustained growth in the future. Now I’d like to turn the call over to Charlie to review our financials in more detail.

Charlie Daniel

Thank you, Peter. For the first quarter, the 13 weeks ended April 30, 2011, net sales increased 8% to $47 million, from $43.5 million in the 13 weeks ended April 30, 2010. Comparable store sales increased 9.3% following a decline of 1.6% in the first quarter last year. Our average unit selling price has increased 11.6%, reflecting strong demand for our higher value dress and exclusive branded product, while our unit sales decreased 2.2%.

Gross profit was $12.3 million, or 26.1% of net sales, up from $10.7 million or 24.7% of net sales in the first quarter last year. The increase in gross profit from the prior year quarter was driven by improved leverage on our buying and occupancy costs, partially offset by increased markdowns associated with the increase in our inventory compared to last year. Selling expenses were $10.2 million, or 21.7% of net sales, compared to $9.8 million or 22.5% of net sales in the first quarter last year. The increase in selling expenses was primarily related to increased marketing cost in support of our new product rollouts and increased store payroll related to increased sales.

General and administrative expenses for the first quarter of 2011 were $4.1 million compared to $3.8 million in the first quarter of 2010, with the increase primarily driven by increased health insurance costs and payroll. As a percentage of sales, general and administrative expenses increased slightly to 8.8% from 8.7% last year. The increase in first quarter net sales and gross margin contributed to reducing our first quarter operating loss from $2.9 million last year to $2.1 million this year.

Net loss for the quarter decreased to $2.5 million or $0.27 per share compared to a net loss of $3.5 million or $0.47 per share last year. Turning to the balance sheet,

inventories at the end of the first quarter were $27.2 million, up 17% from $23.2 million at the end of the first quarter of 2010. This increase reflects a mix of higher value dress and exclusive branded merchandise and inventory compared to last year, along with generally higher prices for all product categories.

Inventory unit quantities were comparable to unit quantities at the end of the first quarter last year. These inventory fluctuations are consistent with and support our sales patterns we have seen in the first and second quarters. Accounts payable at the end of the first quarter increased to $14.7 million from $13.2 million at the end of the first quarter last year, largely reflecting the increase in inventory compared to the first quarter of 2010.

The balance on our revolving credit facility increased to $14.7 million from $13.3 million last year and our availability under this facility was $1.6 million at quarter end. Now I will turn the call back over to Peter for closing remarks.

Peter Edison

Thanks, Charlie. In summary, we’re pleased with the results we just reported and are encouraged by the trends in our business. Favorable consumer response to our new product, new categories, and channels of distribution helps validate that we are the right path, and we remain committed to delivering improvements in our results as we progress throughout the year.

The sales momentum and our ability to fund our business is expected to drive improved performance and increase value for all of our stakeholders. I’d now like to turn the call back to the operator to begin the question-and-answer portion of the call.

Operator

Thank you. We will now be conducting a question-and-answer session. [Instructions] Thank you. Our first question is coming from Ivan Zwick of Raymond James Financial.

Ivan Zwick

Hi, good morning, Peter.

Peter Edison

Good morning, Ivan.

Ivan Zwick

Just a couple questions here. Do you have the dollar amounts that you did on the H by Halston and the Wild Pair in the first quarter?

Peter Edison

We don’t release the specific amounts, but I will say that they added up to a number that is more than the sales increase.

Ivan Zwick

Okay. All right, good. Also, you had a real excellent start for the first six weeks, you had your comps and your business plan, I think, is based on mid-single-digits. And quite a while back, we talked about possibly being profitable on mid-single-digits but we’re not there. Now, if we are maintaining these kind of comps going forward in the year, to double digits, do you feel you could start being profitable?

Peter Edison

Let me repeat — the question, as I hear it, is if we can maintain double-digit comps the rest of the year could we start being profitable? Possibly. I — it wouldn’t be guaranteed. There are plenty of other factors involved, but that’s possible.

Ivan Zwick

Okay. And also on your — as far as cash flow, and it would be positive cash flow for this year?

Peter Edison

We expect to be significantly positive in our cash flow this year, yes. [...]

Ivan Zwick

Okay. Well, I know you said you’re spending additional marketing for these, the H by Halston, and I think last call you said it might be like $2 million a year, I’ve just done it evenly, about $0.5 million a quarter, so it looks like your expenses pretty much stayed the same, you’re not cutting them anymore? Your increase is just from the —

Peter Edison

Yes, just so you know it isn’t just all marketing for H by Halston. It’s marketing for each of our brands, as well as some personnel support to support the sales strategies, but, yes, the number you have is correct, of about $2 million.

Ivan Zwick

Okay. One other question. I know costs in China continue to go up. Are you able to maintain your mark-ups with whatever leverage you have over there, and, I guess,

raising the prices on other economies you have in your marketing or how are you going to handle that?

Peter Edison

Yes. I mean, we are doing that. We are keeping — maintaining our mark-up. We are raising our retails, we feel very fortunate to have H by Halston and Wild Pair brand strategies in place to really help us do that more easily. And true reading of how well we did won’t come until the season is over and the customer has voted and we have achieved the same gross margin with those higher retails. And so we won’t really know until after the year is up how we did.

Ivan Zwick

Okay. Also, the last spring, I know, with a lot of your open up footwear you had problems and that’s why this spring — wasn’t as well. We’ve had quite a bit of hot weather. How are those types of categories working now as far as sales?

Peter Edison

Open up footwear is exceeding our expectations, as well as closed dress footwear. So we have a number of categories working, which we’re very pleased about, and it bodes well for our sales going forward because we believe that when you have multiple categories driving the strength of the business, it’s a much healthier base for your business.

Ivan Zwick

Okay. Well, and like I say, that first six weeks is awfully strong. I just hope you can keep those kind of comps up.

Peter Edison

We are doing our best to do that.

Ivan Zwick

Okay, thank you.

Peter Edison

Thank you, Ivan.

Operator

Thank you. [Instructions] Thank you. There are no further questions at this time. I’d like to hand the floor back over to management for any closing comments.

Peter Edison

Well, thank you, everyone, for joining us. We look forward to speaking with you again when we report our second quarter results in September.

Operator

This concludes today’s teleconference. You may disconnect your lines at this time. Thank you all for your participation.