10-Q

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended October 27, 2012
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from                        to                         .

COMMISSION FILE NUMBER: 1-32315

NEW YORK & COMPANY, INC.
(Exact name of registrant as specified in its charter)

DELAWARE (State of incorporation)	33-1031445 (I.R.S. Employer Identification No.)
450 West 33rd Street 5th Floor New York, New York 10001 (Address of Principal Executive Offices, including Zip Code)	(212) 884-2000 (Registrant's Telephone Number, Including Area Code)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        As of November 30, 2012, the registrant had 62,829,357 shares of common stock outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20

i

PART I.
FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

New York & Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share amounts)	Three months ended October 27, 2012			Three months ended October 29, 2011			Nine months ended October 27, 2012			Nine months ended October 29, 2011
Net sales	$	219,250		$	216,708		$	674,676		$	684,619
Cost of goods sold, buying and occupancy costs		158,323			163,198			491,480			522,195
Gross profit		60,927			53,510			183,196			162,424
Selling, general and administrative expenses		64,746			59,559			191,494			187,186
Operating loss		(3,819	)		(6,049	)		(8,298	)		(24,762	)
Interest expense, net of interest income of $4, $9, $12, and $27, respectively		91			122			268			373
Loss on modification and extinguishment of debt		—			144			—			144
Loss before income taxes		(3,910	)		(6,315	)		(8,566	)		(25,279	)
(Benefit) provision for income taxes		(71	)		2,656			(186	)		2,768
Net loss	$	(3,839	)	$	(8,971	)	$	(8,380	)	$	(28,047	)
Basic loss per share	$	(0.06	)	$	(0.15	)	$	(0.14	)	$	(0.46	)
Diluted loss per share	$	(0.06	)	$	(0.15	)	$	(0.14	)	$	(0.46	)
Weighted average shares outstanding:
Basic shares of common stock		61,583			61,134			61,441			60,703
Diluted shares of common stock		61,583			61,134			61,441			60,703

See accompanying notes.

New York & Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

(Amounts in thousands)	Three months ended October 27, 2012			Three months ended October 29, 2011			Nine months ended October 27, 2012			Nine months ended October 29, 2011
Comprehensive loss	$	(3,792	)	$	(8,971	)	$	(8,239	)	$	(28,047	)

See accompanying notes.

1

New York & Company, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Amounts in thousands, except per share amounts)	October 27, 2012			January 28, 2012			October 29, 2011
	(Unaudited)			(Audited)			(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	23,500		$	50,787		$	20,666
Accounts receivable		9,630			7,269			9,804
Income taxes receivable		466			477			470
Inventories, net		116,278			81,328			120,784
Prepaid expenses		20,983			21,057			20,556
Other current assets		1,124			968			1,335
Total current assets		171,981			161,886			173,615
Property and equipment, net		102,939			115,280			124,051
Intangible assets		14,879			14,879			14,879
Deferred income taxes		4,361			4,361			3,716
Other assets		863			950			1,191
Total assets	$	295,023		$	297,356		$	317,452
Liabilities and stockholders' equity
Current liabilities:
Short-term borrowings	$	—		$	—		$	12,000
Accounts payable		90,143			72,297			77,718
Accrued expenses		49,686			55,146			46,379
Income taxes payable		426			3,064			2,778
Deferred income taxes		4,361			4,361			3,716
Total current liabilities		144,616			134,868			142,591
Deferred rent		50,702			57,127			59,052
Other liabilities		4,898			5,256			4,954
Total liabilities		200,216			197,251			206,597
Stockholders' equity:
Common stock, voting, par value $0.001; 300,000 shares authorized; 62,763, 62,053 and 61,930 shares issued and outstanding at October 27, 2012, January 28, 2012, and October 29, 2011, respectively		63			62			62
Additional paid-in capital		165,880			162,940			162,084
Retained deficit		(65,101	)		(56,721	)		(45,831	)
Accumulated other comprehensive loss		(2,638	)		(2,779	)		(2,063	)
Treasury stock at cost; 1,000 shares at October 27, 2012, January 28, 2012 and October 29, 2011		(3,397	)		(3,397	)		(3,397	)
Total stockholders' equity		94,807			100,105			110,855
Total liabilities and stockholders' equity	$	295,023		$	297,356		$	317,452

See accompanying notes.

2

New York & Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)	Nine months ended October 27, 2012			Nine months ended October 29, 2011
Operating activities
Net loss	$	(8,380	)	$	(28,047	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		25,878			29,017
Loss from impairment charges		384			887
Amortization of deferred financing costs		89			148
Write-off of unamortized deferred financing costs		—			144
Share-based compensation expense		2,858			2,865
Changes in operating assets and liabilities:
Accounts receivable		(2,361	)		(48	)
Income taxes receivable		11			57
Inventories, net		(34,950	)		(38,722	)
Prepaid expenses		74			151
Accounts payable		17,846			4,107
Accrued expenses		(5,460	)		(17,823	)
Income taxes payable		(2,638	)		2,518
Deferred rent		(6,425	)		(7,810	)
Other assets and liabilities		(375	)		(1,110	)
Net cash used in operating activities		(13,449	)		(53,666	)
Investing activities
Capital expenditures		(13,921	)		(9,367	)
Net cash used in investing activities		(13,921	)		(9,367	)
Financing activities
Proceeds from borrowings under revolving credit facility		—			12,000
Repayment of debt		—			(7,500	)
Payment of financing costs		—			(393	)
Proceeds from exercise of stock options		83			2,200
Net cash provided by financing activities		83			6,307
Net decrease in cash and cash equivalents		(27,287	)		(56,726	)
Cash and cash equivalents at beginning of period		50,787			77,392
Cash and cash equivalents at end of period	$	23,500		$	20,666

See accompanying notes.

3

New York & Company, Inc.

Notes to Condensed Consolidated Financial Statements

October 27, 2012

(Unaudited)

1. Organization and Basis of Presentation

        New York & Company, Inc. (together with its subsidiaries, collectively the "Company") is a leading specialty retailer of women's fashion apparel and accessories, and the modern wear-to-work destination for women, providing perfectly fitting pants and NY Style that is feminine, polished, on-trend and versatile. The Company's proprietary branded New York & Company® merchandise is sold exclusively through its national network of retail stores and eCommerce store at www.nyandcompany.com. The target customers for the Company's merchandise are fashion-conscious, value-sensitive women between the ages of 25 and 45. As of October 27, 2012, the Company operated 536 stores in 43 states.

        The condensed consolidated financial statements as of October 27, 2012 and October 29, 2011 and for the 13 weeks ("three months") and 39 weeks ("nine months") ended October 27, 2012 and October 29, 2011 are unaudited and are presented pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the 52-week fiscal year ended January 28, 2012 ("fiscal year 2011"), which were filed with the Company's Annual Report on Form 10-K with the SEC on April 9, 2012. The 53-week fiscal year ending February 2, 2013 is referred to herein as "fiscal year 2012." The Company's fiscal year is a 52- or 53-week year that ends on the Saturday closest to January 31.

        On a stand-alone basis, without the consolidation of Lerner New York Holding, Inc. ("Lerner Holding") and its subsidiaries, New York & Company, Inc. has no significant independent assets or operations. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to present fairly the financial condition, results of operations and cash flows for the interim periods.

        Due to seasonal variations in the retail industry, the results of operations for any interim period are not necessarily indicative of the results expected for the full fiscal year.

2. New Accounting Pronouncements

        In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and IFRSs" ("ASU 2011-04"), which amends Accounting Standards Codification^TM ("ASC") Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820"). The updated guidance amends U.S. generally accepted accounting principles ("GAAP") to create more commonality with International Financial Reporting Standards ("IFRS") by changing some of the wording used to describe requirements for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and has been applied prospectively. The Company's adoption of ASU 2011-04 on January 29, 2012 did not have a material impact on its financial position and results of operations.

        In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income" ("ASU 2011-05"), which amends FASB ASC Topic 220, "Comprehensive Income" ("ASC 220"). The objective of ASU 2011-05 is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. The

4

New York & Company, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

October 27, 2012

(Unaudited)

2. New Accounting Pronouncements (Continued)

amendments in this standard eliminate the option to present components of other comprehensive income as part of the statement of stockholders' equity. The amendments in this standard require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present for annual periods total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income and for interim periods present the total of comprehensive income. ASU 2011-05 is effective for interim and annual periods beginning after December 15, 2011 and has been applied retrospectively. In December 2011, the FASB issued ASU 2011-12, which indefinitely deferred the requirement of ASU 2011-05 related to presentation of reclassification adjustments from other comprehensive income to net income on the face of the financial statements. ASU 2011-05, as modified by ASU 2011-12, was adopted by the Company on January 29, 2012 by showing two separate but consecutive statements.

        In July 2012, the FASB issued ASU 2012-02, "Testing Indefinite-Lived Intangible Assets for Impairment" ("ASU 2012-02"), which amends FASB ASC Topic 350, "Intangibles—Goodwill and Other" to permit an entity to first assess qualitative factors to determine if it is more likely than not that an indefinite-lived intangible asset is impaired and whether it is necessary to perform the impairment test of comparing the carrying amount with the recoverable amount of the indefinite-lived intangible asset. This guidance is effective for interim and annual impairment tests performed in fiscal years beginning after September 15, 2012, with early adoption permitted. The Company will consider the requirements of ASU 2012-02 when conducting the annual impairment test of its indefinite-lived intangible assets.

3. Earnings Per Share

        Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is calculated based on the weighted average number of outstanding shares of common stock plus the dilutive effect of share-based awards (stock options, stock appreciation rights, unvested restricted stock, and performance awards) calculated

5

New York & Company, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

October 27, 2012

(Unaudited)

3. Earnings Per Share (Continued)

under the treasury stock method. A reconciliation between basic and diluted loss per share is as follows:

	Three months ended October 27, 2012			Three months ended October 29, 2011			Nine months ended October 27, 2012			Nine months ended October 29, 2011
	(Amounts in thousands, except per share amounts)
Net loss	$	(3,839	)	$	(8,971	)	$	(8,380	)	$	(28,047	)
Basic loss per share
Weighted average shares outstanding:
Basic shares of common stock		61,583			61,134			61,441			60,703
Basic loss per share	$	(0.06	)	$	(0.15	)	$	(0.14	)	$	(0.46	)
Diluted loss per share
Weighted average shares outstanding:
Basic shares of common stock		61,583			61,134			61,441			60,703
Plus impact of share-based awards		—			—			—			—
Diluted shares of common stock		61,583			61,134			61,441			60,703
Diluted loss per share	$	(0.06	)	$	(0.15	)	$	(0.14	)	$	(0.46	)

        The calculation of diluted loss per share for the three and nine months ended October 27, 2012 and October 29, 2011 excludes the share-based awards listed in the following table due to their anti-dilutive effect, as determined under the treasury stock method:

	Three months ended October 27, 2012		Three months ended October 29, 2011		Nine months ended October 27, 2012		Nine months ended October 29, 2011
	(Amounts in thousands)
Stock options		904		1,318		1,021		1,350
Stock appreciation rights(1)		3,244		2,430		3,263		1,930
Restricted stock and units		372		472		516		445
Total anti-dilutive shares		4,520		4,220		4,800		3,725

(1)

Each stock appreciation right ("SAR") referred to above represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise the SARs will be settled in stock.

4. Share-Based Compensation

        The Company recorded share-based compensation expense in the amount of $1.1 million and $1.0 million for the three months ended October 27, 2012 and October 29, 2011, respectively, and

6

New York & Company, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

October 27, 2012

(Unaudited)

4. Share-Based Compensation (Continued)

$2.9 million for both the nine months ended October 27, 2012 and the nine months ended October 29, 2011.

        During the nine months ended October 27, 2012, the Company issued 982,000 SARs, 507,054 restricted and deferred stock awards, 200,000 performance units and 12,500 stock options primarily in connection with the Company's annual performance review process for all employees in April 2012. The SAR, restricted stock and stock option awards granted to employees during the nine months ended October 27, 2012 cliff vest on the third anniversary of the grant date, subject to continued employment with the Company. The 200,000 performance units were issued to Gregory J. Scott, the Company's Chief Executive Officer, in connection with his annual performance review. If the Company achieves the operating income target approved by the board of directors for fiscal year 2012, the performance units will vest as follows subject to Mr. Scott's continued employment with the Company through such dates: 100,000 units on April 16, 2014 and 100,000 units on April 16, 2015. Upon vesting, each performance unit will be convertible into one share of the Company's common stock.

        Each SAR granted represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise, the SARs will be settled in stock. The fair value of a SAR is calculated using the Black-Scholes option-pricing model. The fair value of the restricted stock and the performance units is based on the closing stock price of an unrestricted share of the Company's common stock on the grant date. Total compensation expense related to share-based awards is recognized in the consolidated financial statements on a straight-line basis over the requisite service period of the awards.

        During the nine months ended October 27, 2012, 262,410 shares of common stock were issued upon exercise of previously issued stock options.

5. Pension Plan

        The Company sponsors a single employer defined benefit pension plan (the "plan") covering substantially all union employees. Employees covered by collective bargaining agreements are primarily non-management store associates, representing approximately 8% of the Company's workforce. The collective bargaining agreement with the Local 1102 unit of the Retail, Wholesale and Department Store Union ("RWDSU") AFL-CIO ("Local 1102") is set to expire on August 31, 2013. The Company believes its relationship with its employees is good.

        The plan provides retirement benefits for union employees who have attained the age of 21 and complete 1,000 or more hours of service in any calendar year following the date of employment. The plan provides benefits based on length of service. The Company's funding policy for the pension plan is to contribute annually the amount necessary to provide for benefits based on accrued service and to contribute at least the minimum required by ERISA rules. The Company anticipates contributing

7

New York & Company, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

October 27, 2012

(Unaudited)

5. Pension Plan (Continued)

approximately $0.9 million to the plan during fiscal year 2012. Net periodic benefit cost includes the following components:

	Three months ended October 27, 2012			Three months ended October 29, 2011			Nine months ended October 27, 2012			Nine months ended October 29, 2011
	(Amounts in thousands)
Service cost	$	88		$	85		$	264		$	255
Interest cost		104			114			312			341
Expected return on plan assets		(122	)		(125	)		(366	)		(374	)
Amortization of unrecognized prior service credit		(4	)		(4	)		(12	)		(12	)
Amortization of unrecognized losses		51			33			153			98
Net periodic benefit cost	$	117		$	103		$	351		$	308

        In accordance with ASC 220, comprehensive loss reported on the Company's condensed consolidated statements of comprehensive loss includes net loss and other comprehensive income (loss). During the three and nine months ended October 27, 2012 and October 29, 2011, other comprehensive income (loss) consisted of immaterial adjustments related to the Company's minimum pension liability. As of January 28, 2012, the Company reported a minimum pension liability of $3.6 million due to the unfunded status of the plan. The minimum pension liability is reported in other liabilities on the condensed consolidated balance sheets.

6. Income Taxes

        The Company files U.S. federal income tax returns and income tax returns in various state and local jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for tax years through 2005. With limited exception, the Company is no longer subject to state and local income tax examinations for tax years through 2008.

        As previously disclosed, during the three months ended July 31, 2010, the Company concluded that a full valuation allowance against the Company's deferred tax assets was necessary in order to reflect the Company's assessment of its ability to realize the benefits of those deferred tax assets. The Company made this determination after weighing both negative and positive evidence in accordance with FASB ASC Topic 740, "Income Taxes" ("ASC 740"), which requires that deferred tax assets be reduced by a valuation allowance if, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in a future period. The evidence weighed included a historical three-year cumulative loss related to earnings before taxes in addition to an assessment of sources of taxable income, availability of tax planning strategies, and future projections of earnings. The Company will continue to maintain a valuation allowance against its deferred tax assets until the Company believes it is more likely than not that these assets will be realized in the future. If sufficient positive evidence arises in the future indicating that all or a portion of the deferred tax assets meet the more-likely-than-not standard under ASC 740, the valuation

8

New York & Company, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

October 27, 2012

(Unaudited)

6. Income Taxes (Continued)

allowance would be reversed accordingly in the period that such determination is made. As of October 27, 2012, the Company's valuation allowance against its deferred tax assets was $61.9 million.

        At January 28, 2012, the Company reported a total liability of $1.6 million in other liabilities on the consolidated balance sheet for unrecognized tax benefits, including interest and penalties, all of which would impact the Company's effective tax rate if recognized. There were no material changes to the liability for unrecognized tax benefits during the nine months ended October 27, 2012.

7. Long-Term Debt and Credit Facilities

        On August 10, 2011, Lerner New York, Inc., Lernco, Inc. and Lerner New York Outlet, Inc., wholly-owned indirect subsidiaries of New York & Company, Inc., entered into a Third Amended and Restated Loan and Security Agreement (the "Loan Agreement") with Wells Fargo Bank, N.A., as Agent and sole lender. The Loan Agreement expires on August 10, 2016. Concurrent with the closing of the Loan Agreement, the Company repaid in full the $4.5 million outstanding balance on the term loan under the prior agreement and wrote off $0.1 million of unamortized deferred financing costs related to the prior agreement.

        The Loan Agreement provides the Company with up to $100 million of credit, consisting of a $75 million revolving credit facility (which includes a subfacility for issuance of letters of credit up to $45 million) with a fully committed accordion option that allows the Company to increase the revolving credit facility to a maximum of $100 million or decrease it to a minimum of $60 million, subject to certain restrictions. Under the Loan Agreement, the Company is currently subject to a Minimum Excess Availability (as defined in the Loan Agreement) covenant of $7.5 million. The Company's credit facility contains other covenants, including restrictions on the Company's ability to pay dividends on its common stock; to incur additional indebtedness; and to prepay, redeem, defease or purchase other debt. Subject to such restrictions, the Company may incur more debt for working capital, capital expenditures, stock repurchases, acquisitions and for other purposes.

        Under the terms of the Loan Agreement, the revolving loans under the credit facility bear interest, at the Company's option, either at a floating rate equal to the Eurodollar rate plus a margin of between 1.75% and 2.00% per year for Eurodollar rate loans or a floating rate equal to the Prime rate plus a margin of between 0.75% and 1.00% per year for Prime rate loans, depending upon the Company's Average Compliance Excess Availability (as defined in the Loan Agreement). The Company pays the lender under the revolving credit facility a monthly fee on outstanding commercial letters of credit at a rate of between 0.875% and 1.00% per year and on standby letters of credit at a rate of between 1.75% and 2.00% per year, depending upon the Company's Average Compliance Excess Availability, plus a monthly fee on a proportion of the unused commitments under the revolving credit facility at a rate of 0.375% per year.

        The maximum borrowing availability under the Company's revolving credit facility is determined by a monthly borrowing base calculation that is based on the application of specified advance rates against inventory and certain other eligible assets. As of October 27, 2012, the Company had availability under its revolving credit facility of $56.1 million, net of letters of credit outstanding of $12.3 million, as compared to availability of $36.6 million, net of letters of credit outstanding of $7.2 million, as of

9

New York & Company, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

October 27, 2012

(Unaudited)

7. Long-Term Debt and Credit Facilities (Continued)

January 28, 2012, and $53.7 million, net of letters of credit outstanding of $8.3 million, as of October 29, 2011.

        The lender has been granted a pledge of the common stock of Lerner Holding and certain of its subsidiaries, and a first priority security interest in substantially all other tangible and intangible assets of New York & Company, Inc. and its subsidiaries, as collateral for the Company's obligations under the credit facility. In addition, New York & Company, Inc. and certain of its subsidiaries have fully and unconditionally guaranteed the credit facility, and such guarantees are joint and several.

8. Fair Value Measurements

        ASC 820 establishes a common definition for fair value to be applied to GAAP guidance requiring the use of fair value, establishes a framework for measuring fair value, and expands the disclosure about such fair value measurements. ASC 820 establishes a three-level fair value hierarchy that requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are as follows:

Level 1:	Observable inputs such as quoted prices in active markets;
Level 2:	Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:	Unobservable inputs in which there is little or no market data and require the reporting entity to develop its own assumptions.

        The Company's financial instruments consist of cash and cash equivalents, short-term trade receivables and accounts payable. The carrying values on the balance sheet for cash and cash equivalents, short-term trade receivables and accounts payable approximate their fair values due to the short-term maturities of such items.

        The Company evaluates long-lived assets for recoverability in accordance with FASB ASC Topic 360, "Property, Plant, and Equipment" whenever events or changes in circumstances indicate that an asset may have been impaired. In evaluating an asset for recoverability, the Company estimates the future cash flow expected to result from the use of the asset and eventual disposition and market data assumptions. If the sum of the expected future undiscounted cash flow is less than the carrying amount of the asset, an impairment loss equal to the excess of the carrying amount over the fair value of the asset is recognized. The Company did not recognize any material impairment charges at October 27, 2012 and October 29, 2011. At July 28, 2012, the Company's evaluation of long-lived assets identified certain store assets held and used in underperforming stores with a carrying value of $0.5 million, which were written down to their fair value of $0.1 million, resulting in a pre-tax non-cash impairment charge of $0.4 million. At July 30, 2011, the Company's evaluation of long-lived assets identified certain store assets held and used in underperforming stores with a carrying value of $1.1 million, which were written down to their fair value of $0.2 million, resulting in a pre-tax non-cash impairment charge of $0.9 million. The Company classifies these store assets within level 3 of the fair value hierarchy. The impairment charges are reported in selling, general and administrative expenses on the Company's condensed consolidated statements of operations.

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

(Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)

        This Quarterly Report on Form 10-Q includes forward looking statements. Certain matters discussed in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" and other sections of this Quarterly Report on Form 10-Q are forward looking statements intended to qualify for safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Some of these statements can be identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "could," "may," "plan," "project," "predict" and similar expressions and include references to assumptions that the Company believes are reasonable and relate to its future prospects, developments and business strategies. Factors that could cause the Company's actual results to differ materially from those expressed or implied in such forward looking statements, include, but are not limited to those discussed under the heading "Item 3. Quantitative and Qualitative Disclosures About Market Risk" in this Quarterly Report on Form 10-Q and the risks and uncertainties as described in the Company's documents filed with the SEC, including its Annual Report on Form 10-K, as filed on April 9, 2012.

        The Company undertakes no obligation to revise the forward looking statements included in this Quarterly Report on Form 10-Q to reflect any future events or circumstances. The Company's actual results, performance or achievements could differ materially from the results expressed or implied by these forward looking statements.

Overview

        The Company is a leading specialty retailer of women's fashion apparel and accessories, and the modern wear-to-work destination for women, providing perfectly fitting pants and NY Style that is feminine, polished, on-trend and versatile. The Company's proprietary branded New York & Company® merchandise is sold exclusively through its national network of retail stores and eCommerce store at www.nyandcompany.com. The target customers for the Company's merchandise are fashion-conscious, value-sensitive women between the ages of 25 and 45. As of October 27, 2012, the Company operated 536 stores in 43 states.

        During the nine months ended October 27, 2012, the Company remained focused on its six strategic initiatives: maximizing sales and profitability, particularly during peak traffic times of the year; increasing marketing efforts to grow traffic in stores and on-line; maintaining dominance in the Company's wear-to-work assortment, while redefining its casual assortment; improving average unit cost; optimizing the Company's real estate portfolio; and expanding its eCommerce and Outlet businesses. Progress made on each of these fronts continues to drive improved operating results.

        Net sales for the three months ended October 27, 2012 were $219.3 million, as compared to $216.7 million for the three months ended October 29, 2011. Comparable store sales increased 0.7% for the three months ended October 27, 2012, as compared to a comparable store sales decrease of 5.2% for the three months ended October 29, 2011. Net loss for the three months ended October 27, 2012 narrowed to $3.8 million, or $0.06 per diluted share. This compares to a net loss for the three months ended October 29, 2011 of $9.0 million, or $0.15 per diluted share, which includes a $2.5 million charge to income tax expense related to an additional valuation allowance established resulting from temporary differences identified in an IRS income tax audit that relate to tax years 2002 and prior.

        Capital spending for the nine months ended October 27, 2012 was $13.9 million, as compared to $9.4 million for the nine months ended October 29, 2011. The $13.9 million of capital spending represents $11.7 million related to the opening of 18 new stores, including 17 New York & Company

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Outlet stores, and the remodeling of 12 existing stores, and $2.2 million related to non-store capital projects, which principally represent information technology enhancements. The Company ended the third quarter of fiscal year 2012 operating 536 stores, including 43 New York & Company Outlet stores, and 2.8 million selling square feet. Capital spending during the nine months ended October 29, 2011 represents $7.0 million related to the remodeling of 10 existing stores and $2.4 million related to non-store capital projects, which principally represent information technology enhancements.

        The Company views the retail apparel market as having two principal selling seasons: spring (first and second quarter) and fall (third and fourth quarter). The Company's business experiences seasonal fluctuations in net sales and operating income, with a significant portion of its operating income typically realized during its fourth quarter. Any decrease in sales or margins during either of the principal selling seasons in any given year could have a disproportionate effect on the Company's financial condition and results of operations. Seasonal fluctuations also affect inventory levels. The Company must carry a significant amount of inventory, especially before the holiday season selling period in the fourth quarter and prior to the Easter and Mother's Day holidays toward the end of the first quarter and beginning of the second quarter.

Results of Operations

        The following tables summarize the Company's results of operations as a percentage of net sales and selected store operating data for the three and nine months ended October 27, 2012 and October 29, 2011:

As a % of net sales	Three months ended October 27, 2012			Three months ended October 29, 2011			Nine months ended October 27, 2012			Nine months ended October 29, 2011
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold, buying and occupancy costs		72.2	%		75.3	%		72.8	%		76.3	%
Gross profit		27.8	%		24.7	%		27.2	%		23.7	%
Selling, general and administrative expenses		29.5	%		27.5	%		28.4	%		27.3	%
Operating loss		(1.7	)%		(2.8	)%		(1.2	)%		(3.6	)%
Interest expense, net		0.1	%		0.1	%		—	%		0.1	%
Loss on modification and extinguishment of debt		—	%		0.1	%		—	%		—	%
Loss before income taxes		(1.8	)%		(3.0	)%		(1.2	)%		(3.7	)%
(Benefit) provision for income taxes		—	%		1.1	%		—	%		0.4	%
Net loss		(1.8	)%		(4.1	)%		(1.2	)%		(4.1	)%

Selected operating data:	Three months ended October 27, 2012			Three months ended October 29, 2011			Nine months ended October 27, 2012			Nine months ended October 29, 2011
	(Dollars in thousands, except square foot data)
Comparable store sales increase (decrease)(1)		0.7	%		(5.2	)%		(0.8	)%		(2.0	)%
Net sales per average selling square foot(2)	$	77		$	74		$	236		$	230
Net sales per average store(3)	$	408		$	399		$	1,263		$	1,247
Average selling square footage per store(4)		5,291			5,412			5,291			5,412

(1)

A store is included in the comparable store sales calculation after it has completed 13 full fiscal months of operations from the store's opening date or once it has been reopened after remodeling if the gross square footage did not change by more than 20%. Sales from the Company's eCommerce store are included in comparable store sales. In addition, in a year with 53 weeks, sales in the last week of the year are not included in determining comparable store sales.

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(2)

Net sales per average selling square foot is defined as net sales divided by the average of beginning and end of period selling square feet.

(3)

Net sales per average store is defined as net sales divided by the average of beginning and end of period number of stores.

(4)

Average selling square footage per store is defined as end of period selling square feet divided by end of period number of stores.

	Three months ended October 27, 2012						Three months ended October 29, 2011						Nine months ended October 27, 2012						Nine months ended October 29, 2011
Store count and selling square feet:	Store Count			Selling Square Feet			Store Count			Selling Square Feet			Store Count			Selling Square Feet			Store Count			Selling Square Feet
Stores open, beginning of period		537			2,845,755			543			2,944,813			532			2,873,436			555			3,026,483
New stores		2			7,065			—			—			18			64,224			—			—
Closed stores		(3	)		(12,250	)		(1	)		(5,503	)		(14	)		(72,938	)		(13	)		(63,911	)
Net impact of remodeled stores on selling square feet		—			(4,731	)		—			(5,899	)		—			(28,883	)		—			(29,161	)
Stores open, end of period		536			2,835,839			542			2,933,411			536			2,835,839			542			2,933,411

Three Months Ended October 27, 2012 Compared to Three Months Ended October 29, 2011

        Net Sales.    Net sales for the three months ended October 27, 2012 increased to $219.3 million, as compared to $216.7 million for the three months ended October 29, 2011. Comparable store sales increased 0.7% for the three months ended October 27, 2012, as compared to a decrease of 5.2% for the three months ended October 29, 2011. In the comparable store base, average dollar sales per transaction increased by 1.6%, while the number of transactions per average store decreased by 0.9%, as compared to the same period last year.

        Gross Profit.    Gross profit for the three months ended October 27, 2012 increased to $60.9 million, or 27.8% of net sales, as compared to $53.5 million, or 24.7% of net sales, for the three months ended October 29, 2011. The improvement in gross profit during the three months ended October 27, 2012, as compared to the three months ended October 29, 2011, is due to a 140 basis point increase in merchandise margin, primarily attributable to reduced product costs and sourcing efficiencies, combined with a 170 basis point decrease in buying and occupancy costs as a percentage of net sales largely due to the Company remaining focused on cost savings and reducing rent expense.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses were $64.7 million, or 29.5% of net sales, for the three months ended October 27, 2012, as compared to $59.6 million, or 27.5% of net sales, for the three months ended October 29, 2011. The increase in selling, general and administrative expenses during the three months ended October 27, 2012, as compared to the three months ended October 29, 2011, is primarily due to an increase in variable-based compensation expense and investments in marketing, eCommerce and Outlet initiatives.

        Operating Loss.    For the reasons discussed above, operating loss for the three months ended October 27, 2012 was $3.8 million, or 1.7% of net sales, as compared to an operating loss of $6.0 million, or 2.8% of net sales, for the three months ended October 29, 2011.

        Interest Expense, Net.    Net interest expense was $0.1 million for both the three months ended October 27, 2012 and the three months ended October 29, 2011.

        Loss on Modification and Extinguishment of Debt.    In connection with the repayment in full of the $4.5 million outstanding balance on the Company's term loan and entering into a Third Amended and Restated Loan and Security Agreement with Wells Fargo Bank, N.A. on August 10, 2011, the Company wrote off $0.1 million of unamortized deferred financing costs related to its previous credit facilities during the three months ended October 29, 2011. No such charges were incurred during the three months ended October 27, 2012.

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        (Benefit) Provision for Income Taxes.    The benefit for income taxes for the three months ended October 27, 2012 was $0.1 million, as compared to a provision of $2.7 million for the three months ended October 29, 2011. The provision for income taxes during the three months ended October 29, 2011 includes a $2.5 million charge related to an additional valuation allowance established resulting from temporary differences identified in an IRS income tax audit that relate to tax years 2002 and prior. As previously disclosed, the Company continues to provide for adjustments to the deferred tax valuation allowance initially recorded during the three months ended July 31, 2010. For further information related to the deferred tax valuation allowance, please refer to Note 6, "Income Taxes" in the Notes to Condensed Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q.

        Net Loss.    For the reasons discussed above, net loss for the three months ended October 27, 2012 was $3.8 million, or 1.8% of net sales, as compared to a net loss of $9.0 million, or 4.1% of net sales, for the three months ended October 29, 2011.

Nine Months Ended October 27, 2012 Compared to Nine Months Ended October 29, 2011

        Net Sales.    Net sales for the nine months ended October 27, 2012 decreased to $674.7 million, as compared to $684.6 million for the nine months ended October 29, 2011. Comparable store sales for the nine months ended October 27, 2012 decreased by 0.8%, as compared to a decrease of 2.0% for the nine months ended October 29, 2011. In the comparable store base, average dollar sales per transaction increased by 0.8%, while the number of transactions per average store decreased by 1.6%, as compared to the same period last year.

        Gross Profit.    Gross profit for the nine months ended October 27, 2012 increased to $183.2 million, or 27.2% of net sales, as compared to $162.4 million, or 23.7% of net sales, for the nine months ended October 29, 2011. The improvement in gross profit during the nine months ended October 27, 2012, as compared to the nine months ended October 29, 2011, is due to a 210 basis point increase in merchandise margin, primarily attributable to reduced product costs and sourcing efficiencies, combined with a 140 basis point decrease in buying and occupancy costs as a percentage of net sales largely due to the Company remaining focused on cost savings and reducing rent expense.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses were $191.5 million, or 28.4% of net sales, for the nine months ended October 27, 2012, as compared to $187.2 million, or 27.3% of net sales, for the nine months ended October 29, 2011. The increase in selling, general and administrative expenses during the nine months ended October 27, 2012, as compared to the nine months ended October 29, 2011, is primarily due to an increase in variable-based compensation expense and investments in marketing, eCommerce and Outlet initiatives, which was partially offset by improved leverage of store selling expenses. During the nine months ended October 27, 2012 and October 29, 2011, the Company recorded in selling, general and administrative expenses a $0.4 million and a $0.9 million asset impairment charge, respectively, related to underperforming stores.

        Operating Loss.    For the reasons discussed above, operating loss for the nine months ended October 27, 2012 was $8.3 million, or 1.2% of net sales, as compared to an operating loss of $24.8 million, or 3.6% of net sales, for the nine months ended October 29, 2011.

        Interest Expense, Net.    Net interest expense was $0.3 million for the nine months ended October 27, 2012, as compared to $0.4 million for the nine months ended October 29, 2011.

        Loss on Modification and Extinguishment of Debt.    In connection with the repayment in full of the $4.5 million outstanding balance on the Company's term loan and entering into a Third Amended and Restated Loan and Security Agreement with Wells Fargo Bank, N.A. on August 10, 2011, the Company

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wrote off $0.1 million of unamortized deferred financing costs related to its previous credit facilities during the nine months ended October 29, 2011. No such charges were incurred during the nine months ended October 27, 2012.

        (Benefit) Provision for Income Taxes.    The benefit for income taxes for the nine months ended October 27, 2012 was $0.2 million, as compared to a provision of $2.8 million for the nine months ended October 29, 2011. The provision for income taxes during the nine months ended October 29, 2011 includes a $2.5 million charge related to an additional valuation allowance established resulting from temporary differences identified in an IRS income tax audit that relate to tax years 2002 and prior. As previously disclosed, the Company continues to provide for adjustments to the deferred tax valuation allowance initially recorded during the three months ended July 31, 2010. For further information related to the deferred tax valuation allowance, please refer to Note 6, "Income Taxes" in the Notes to Condensed Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q.

        Net Loss.    For the reasons discussed above, net loss for the nine months ended October 27, 2012 was $8.4 million, or 1.2% of net sales, as compared to a net loss of $28.0 million, or 4.1% of net sales, for the nine months ended October 29, 2011.

Liquidity and Capital Resources

        The Company's primary uses of cash are to fund working capital, operating expenses, debt service and capital expenditures related primarily to the construction of new stores, remodeling of existing stores and development of the Company's information technology infrastructure. Historically, the Company has financed these requirements from internally generated cash flow. The Company intends to fund its ongoing capital and working capital requirements, as well as debt service obligations, primarily through cash flows from operations, supplemented by borrowings under its credit facility, if needed. The Company is in compliance with all debt covenants as of October 27, 2012.

        The following tables contain information regarding the Company's liquidity and capital resources:

	October 27, 2012		January 28, 2012		October 29, 2011
	(Amounts in thousands)
Cash and cash equivalents	$	23,500	$	50,787	$	20,666
Working capital	$	27,365	$	27,018	$	31,024

	Nine months ended October 27, 2012			Nine months ended October 29, 2011
	(Amounts in thousands)
Net cash used in operating activities	$	(13,449	)	$	(53,666	)
Net cash used in investing activities	$	(13,921	)	$	(9,367	)
Net cash provided by financing activities	$	83		$	6,307
Net decrease in cash and cash equivalents	$	(27,287	)	$	(56,726	)

Operating Activities

        Net cash used in operating activities was $13.4 million for the nine months ended October 27, 2012, as compared to $53.7 million for the nine months ended October 29, 2011. The decrease in net cash used in operating activities during the nine months ended October 27, 2012, as compared to the nine months ended October 29, 2011, is primarily due to a lower net loss and changes in inventories,

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accounts payable, accrued expenses, deferred rent and other assets and liabilities, partially offset by changes in accounts receivable, income tax receivable, prepaid expenses and income tax payable.

Investing Activities

        Net cash used in investing activities was $13.9 million for the nine months ended October 27, 2012, as compared to $9.4 million for the nine months ended October 29, 2011. Net cash used in investing activities during the nine months ended October 27, 2012 reflects capital expenditures of $11.7 million related to the construction of 18 new stores and the remodeling of 12 existing stores, and $2.2 million related to non-store capital projects, which principally represent information technology enhancements. Net cash used in investing activities during the nine months ended October 29, 2011 reflects capital expenditures of $7.0 million related to the remodeling of 10 existing stores and $2.4 million for non-store capital projects, which principally represent information technology enhancements.

        The Company plans to end fiscal year 2012 with between 516 and 520 stores, including 44 New York & Company Outlet stores, and 2.7 million selling square feet. The Company's future capital requirements will depend primarily on the number of new stores it opens, the number of existing stores it remodels and the timing of these expenditures.

Financing Activities

        Net cash provided by financing activities was $0.1 million for the nine months ended October 27, 2012, as compared to $6.3 million for the nine months ended October 29, 2011. Net cash provided by financing activities for the nine months ended October 27, 2012 consists of proceeds from the exercise of stock options. Net cash provided by financing activities for the nine months ended October 29, 2011 consists of $12.0 million of proceeds from borrowings under the Company's revolving credit facility and $2.2 million of proceeds from the exercise of stock options, partially offset by quarterly payments totaling $7.5 million against a term loan that was paid in full on August 10, 2011 and the payment of $0.4 million of financing costs in connection with the completion of the Company's amended credit facility on August 10, 2011.

Long-Term Debt and Credit Facilities

        On August 10, 2011, Lerner New York, Inc., Lernco, Inc. and Lerner New York Outlet, Inc., wholly-owned indirect subsidiaries of New York & Company, Inc., entered into a Third Amended and Restated Loan and Security Agreement (the "Loan Agreement") with Wells Fargo Bank, N.A., as Agent and sole lender. The Loan Agreement expires on August 10, 2016. Concurrent with the closing of the Loan Agreement, the Company repaid in full the $4.5 million outstanding balance on the term loan under the prior agreement and wrote off $0.1 million of unamortized deferred financing costs related to the prior agreement.

        The Loan Agreement provides the Company with up to $100 million of credit, consisting of a $75 million revolving credit facility (which includes a subfacility for issuance of letters of credit up to $45 million) with a fully committed accordion option that allows the Company to increase the revolving credit facility to a maximum of $100 million or decrease it to a minimum of $60 million, subject to certain restrictions. Under the Loan Agreement, the Company is currently subject to a Minimum Excess Availability (as defined in the Loan Agreement) covenant of $7.5 million. The Company's credit facility contains other covenants, including restrictions on the Company's ability to pay dividends on its common stock; to incur additional indebtedness; and to prepay, redeem, defease or purchase other debt. Subject to such restrictions, the Company may incur more debt for working capital, capital expenditures, stock repurchases, acquisitions and for other purposes.

        Under the terms of the Loan Agreement, the revolving loans under the credit facility bear interest, at the Company's option, either at a floating rate equal to the Eurodollar rate plus a margin of

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between 1.75% and 2.00% per year for Eurodollar rate loans or a floating rate equal to the Prime rate plus a margin of between 0.75% and 1.00% per year for Prime rate loans, depending upon the Company's Average Compliance Excess Availability (as defined in the Loan Agreement). The Company pays the lender under the revolving credit facility a monthly fee on outstanding commercial letters of credit at a rate of between 0.875% and 1.00% per year and on standby letters of credit at a rate of between 1.75% and 2.00% per year, depending upon the Company's Average Compliance Excess Availability, plus a monthly fee on a proportion of the unused commitments under the revolving credit facility at a rate of 0.375% per year.

        The maximum borrowing availability under the Company's revolving credit facility is determined by a monthly borrowing base calculation that is based on the application of specified advance rates against inventory and certain other eligible assets. As of October 27, 2012, the Company had availability under its revolving credit facility of $56.1 million, net of letters of credit outstanding of $12.3 million, as compared to availability of $36.6 million, net of letters of credit outstanding of $7.2 million, as of January 28, 2012, and $53.7 million, net of letters of credit outstanding of $8.3 million, as of October 29, 2011.

        The lender has been granted a pledge of the common stock of Lerner Holding and certain of its subsidiaries, and a first priority security interest in substantially all other tangible and intangible assets of New York & Company, Inc. and its subsidiaries, as collateral for the Company's obligations under the credit facility. In addition, New York & Company, Inc. and certain of its subsidiaries have fully and unconditionally guaranteed the credit facility, and such guarantees are joint and several.

Critical Accounting Policies

        Management has determined that the Company's most critical accounting policies are those related to inventory, long-lived assets, intangible assets and income taxes. Management continues to monitor these accounting policies to ensure proper application of current rules and regulations. There have been no significant changes to these policies as discussed in the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2012.

Adoption of New Accounting Standards

        In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and IFRSs" ("ASU 2011-04"), which amends Accounting Standards Codification^TM ("ASC") Topic 820, "Fair Value Measurements and Disclosures." The updated guidance amends U.S. generally accepted accounting principles ("GAAP") to create more commonality with International Financial Reporting Standards ("IFRS") by changing some of the wording used to describe requirements for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and has been applied prospectively. The Company's adoption of ASU 2011-04 on January 29, 2012 did not have a material impact on its financial position and results of operations.

        In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income" ("ASU 2011-05"), which amends FASB ASC Topic 220, "Comprehensive Income." The objective of ASU 2011-05 is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. The amendments in this standard eliminate the option to present components of other comprehensive income as part of the statement of stockholders' equity. The amendments in this standard require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that

17

should present for annual periods total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income and for interim periods present the total of comprehensive income. ASU 2011-05 is effective for interim and annual periods beginning after December 15, 2011 and has been applied retrospectively. In December 2011, the FASB issued ASU 2011-12, which indefinitely deferred the requirement of ASU 2011-05 related to presentation of reclassification adjustments from other comprehensive income to net income on the face of the financial statements. ASU 2011-05, as modified by ASU 2011-12, was adopted by the Company on January 29, 2012 by showing two separate but consecutive statements.

        In July 2012, the FASB issued ASU 2012-02, "Testing Indefinite-Lived Intangible Assets for Impairment" ("ASU 2012-02"), which amends FASB ASC Topic 350, "Intangibles—Goodwill and Other" to permit an entity to first assess qualitative factors to determine if it is more likely than not that an indefinite-lived intangible asset is impaired and whether it is necessary to perform the impairment test of comparing the carrying amount with the recoverable amount of the indefinite-lived intangible asset. This guidance is effective for interim and annual impairment tests performed in fiscal years beginning after September 15, 2012, with early adoption permitted. The Company will consider the requirements of ASU 2012-02 when conducting the annual impairment test of its indefinite-lived intangible assets.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Interest Rates.    The Company's market risks relate primarily to changes in interest rates. The Company's credit facility carries floating interest rates that are tied to the Eurodollar rate and the Prime rate and therefore, if the Company borrows under the credit facility, the consolidated statements of operations and the consolidated statements of cash flows will be exposed to changes in interest rates. As of October 27, 2012, the Company had no borrowings outstanding under its credit facility. The Company historically has not engaged in interest rate hedging activities.

        Currency Exchange Rates.    The Company historically has not been exposed to currency exchange rate risks with respect to inventory purchases as such expenditures have been, and continue to be, denominated in U.S. Dollars. The Company purchases some of its inventory from vendors in China, for which the Company pays U.S. Dollars. Since July 2005, China has taken steps to slowly increase the value of the Chinese Yuan, which is linked to a basket of world currencies. If the exchange rate of the Chinese Yuan to the U.S. Dollar continues to increase, the Company may experience fluctuations in the cost of inventory purchased from China and the Company would adjust its supply chain accordingly.

ITEM 4.    CONTROLS AND PROCEDURES

        (a)    Evaluation of disclosure controls and procedures.    The Company carried out an evaluation, as of October 27, 2012, under the supervision and with the participation of the Company's management, including the Company's Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures are effective in ensuring that all information required to be filed in this Quarterly Report on Form 10-Q was (i) recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission's rules and forms (ii) and that the disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its Principal Executive and Principal Financial Officers, as appropriate to allow timely decisions regarding required disclosure.

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        (b)    Changes in internal control over financial reporting.    There has been no change in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 or 15d-15 that occurred during the Company's last fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II.
OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        There have been no material changes in the Company's legal proceedings from what was reported in its Annual Report on Form 10-K filed with the SEC on April 9, 2012.

ITEM 1A.    RISK FACTORS

        There have been no material changes in the Company's risk factors from what was reported in its Annual Report on Form 10-K filed with the SEC on April 9, 2012.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

        None.

ITEM 4.    MINE SAFETY DISCLOSURES

        None.

ITEM 5.    OTHER INFORMATION

        None.

ITEM 6.    EXHIBITS

        The following exhibits are filed with this report and made a part hereof.

31.1	Certification by the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 6, 2012.
31.2	Certification by the Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 6, 2012.
32.1	Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated December 6, 2012.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

20

SIGNATURES

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

NEW YORK & COMPANY, INC.
By:	/s/ SHEAMUS TOAL Sheamus Toal
Its:	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date:	December 6, 2012

21

EX-31.1

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Exhibit 31.1

CERTIFICATION

I, Gregory J. Scott, certify that:

        1.     I have reviewed this Quarterly Report on Form 10-Q of New York & Company, Inc.;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 6, 2012 /s/ GREGORY J. SCOTT
Gregory J. Scott
Chief Executive Officer

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Exhibit 31.1

CERTIFICATION

EX-31.2

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Exhibit 31.2

CERTIFICATION

I, Sheamus Toal, certify that:

        1.     I have reviewed this Quarterly Report on Form 10-Q of New York & Company, Inc.;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 6, 2012 /s/ SHEAMUS TOAL
Sheamus Toal
Executive Vice President and Chief Financial Officer

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Exhibit 31.2

CERTIFICATION

EX-32.1

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Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer, and Executive Vice President and Chief Financial Officer of New York & Company, Inc. (the "Company"), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended October 27, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 6, 2012

/s/ GREGORY J. SCOTT
Gregory J. Scott
Chief Executive Officer

/s/ SHEAMUS TOAL
Sheamus Toal
Executive Vice President and Chief Financial Officer

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Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Fair Value Measurements (Details) (USD $)	9 Months Ended		6 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Jul. 28, 2012 Underperforming New York & Company stores	Jul. 30, 2011 Underperforming New York & Company stores
Fair Value Measurements
Carrying value of long-lived assets held and used			$ 500,000	$ 1,100,000
Fair value of long-lived assets held and used			100,000	200,000
Pre-tax non-cash impairment charge	$ 384,000	$ 887,000	$ 400,000	$ 900,000

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New Accounting Pronouncements

9 Months Ended

Oct. 27, 2012

New Accounting Pronouncements

New Accounting Pronouncements

2. New Accounting Pronouncements

        In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and IFRSs" ("ASU 2011-04"), which amends Accounting Standards Codification^TM ("ASC") Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820"). The updated guidance amends U.S. generally accepted accounting principles ("GAAP") to create more commonality with International Financial Reporting Standards ("IFRS") by changing some of the wording used to describe requirements for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and has been applied prospectively. The Company's adoption of ASU 2011-04 on January 29, 2012 did not have a material impact on its financial position and results of operations.

        In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income" ("ASU 2011-05"), which amends FASB ASC Topic 220, "Comprehensive Income" ("ASC 220"). The objective of ASU 2011-05 is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. The amendments in this standard eliminate the option to present components of other comprehensive income as part of the statement of stockholders' equity. The amendments in this standard require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present for annual periods total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income and for interim periods present the total of comprehensive income. ASU 2011-05 is effective for interim and annual periods beginning after December 15, 2011 and has been applied retrospectively. In December 2011, the FASB issued ASU 2011-12, which indefinitely deferred the requirement of ASU 2011-05 related to presentation of reclassification adjustments from other comprehensive income to net income on the face of the financial statements. ASU 2011-05, as modified by ASU 2011-12, was adopted by the Company on January 29, 2012 by showing two separate but consecutive statements.

        In July 2012, the FASB issued ASU 2012-02, "Testing Indefinite-Lived Intangible Assets for Impairment" ("ASU 2012-02"), which amends FASB ASC Topic 350, "Intangibles—Goodwill and Other" to permit an entity to first assess qualitative factors to determine if it is more likely than not that an indefinite-lived intangible asset is impaired and whether it is necessary to perform the impairment test of comparing the carrying amount with the recoverable amount of the indefinite-lived intangible asset. This guidance is effective for interim and annual impairment tests performed in fiscal years beginning after September 15, 2012, with early adoption permitted. The Company will consider the requirements of ASU 2012-02 when conducting the annual impairment test of its indefinite-lived intangible assets.

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Organization and Basis of Presentation

9 Months Ended

Oct. 27, 2012

Organization and Basis of Presentation

Organization and Basis of Presentation

1. Organization and Basis of Presentation

        New York & Company, Inc. (together with its subsidiaries, collectively the "Company") is a leading specialty retailer of women's fashion apparel and accessories, and the modern wear-to-work destination for women, providing perfectly fitting pants and NY Style that is feminine, polished, on-trend and versatile. The Company's proprietary branded New York & Company® merchandise is sold exclusively through its national network of retail stores and eCommerce store at www.nyandcompany.com. The target customers for the Company's merchandise are fashion-conscious, value-sensitive women between the ages of 25 and 45. As of October 27, 2012, the Company operated 536 stores in 43 states.

        The condensed consolidated financial statements as of October 27, 2012 and October 29, 2011 and for the 13 weeks ("three months") and 39 weeks ("nine months") ended October 27, 2012 and October 29, 2011 are unaudited and are presented pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the 52-week fiscal year ended January 28, 2012 ("fiscal year 2011"), which were filed with the Company's Annual Report on Form 10-K with the SEC on April 9, 2012. The 53-week fiscal year ending February 2, 2013 is referred to herein as "fiscal year 2012." The Company's fiscal year is a 52- or 53-week year that ends on the Saturday closest to January 31.

        On a stand-alone basis, without the consolidation of Lerner New York Holding, Inc. ("Lerner Holding") and its subsidiaries, New York & Company, Inc. has no significant independent assets or operations. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to present fairly the financial condition, results of operations and cash flows for the interim periods.

        Due to seasonal variations in the retail industry, the results of operations for any interim period are not necessarily indicative of the results expected for the full fiscal year.

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Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Net sales	$ 219,250	$ 216,708	$ 674,676	$ 684,619
Cost of goods sold, buying and occupancy costs	158,323	163,198	491,480	522,195
Gross profit	60,927	53,510	183,196	162,424
Selling, general and administrative expenses	64,746	59,559	191,494	187,186
Operating loss	(3,819)	(6,049)	(8,298)	(24,762)
Interest expense, net of interest income of $4, $9, $12, and $27, respectively	91	122	268	373
Loss on modification and extinguishment of debt		144		144
Loss before income taxes	(3,910)	(6,315)	(8,566)	(25,279)
(Benefit) provision for income taxes	(71)	2,656	(186)	2,768
Net loss	$ (3,839)	$ (8,971)	$ (8,380)	$ (28,047)
Basic loss per share (in dollars per share)	$ (0.06)	$ (0.15)	$ (0.14)	$ (0.46)
Diluted loss per share (in dollars per share)	$ (0.06)	$ (0.15)	$ (0.14)	$ (0.46)
Weighted average shares outstanding:
Basic shares of common stock	61,583	61,134	61,441	60,703
Diluted shares of common stock	61,583	61,134	61,441	60,703

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Oct. 27, 2012	Jan. 28, 2012	Oct. 29, 2011
Condensed Consolidated Balance Sheets
Common stock, voting, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, voting, shares authorized	300,000	300,000	300,000
Common stock, voting, shares issued and outstanding	62,763	62,053	61,930
Treasury stock at cost, shares	1,000	1,000	1,000

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Pension Plan (Details) (USD $)	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012 item	Oct. 29, 2011	Jan. 28, 2012
Pension Plan
Employees covered by collective bargaining agreements (as a percent)			8.00%
Age of employees, after attainment of which plan provides retirement benefits			21
Minimum hours of service to be completed for plan to provide retirement benefits			1,000
Anticipated contribution for pension plan during current fiscal year	$ 900,000		$ 900,000
Net periodic benefit cost
Service cost	88,000	85,000	264,000	255,000
Interest cost	104,000	114,000	312,000	341,000
Expected return on plan assets	(122,000)	(125,000)	(366,000)	(374,000)
Amortization of unrecognized prior service credit	(4,000)	(4,000)	(12,000)	(12,000)
Amortization of unrecognized losses	51,000	33,000	153,000	98,000
Net periodic benefit cost	117,000	103,000	351,000	308,000
Minimum pension liability due to the unfunded status of the plan					$ 3,600,000

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Long-Term Debt and Credit Facilities (Details) (USD $)	1 Months Ended	3 Months Ended	9 Months Ended				9 Months Ended					9 Months Ended			9 Months Ended				9 Months Ended
	Aug. 31, 2011	Oct. 29, 2011	Oct. 29, 2011	Oct. 27, 2012	Jan. 28, 2012	Oct. 27, 2012 Line of credit	Oct. 27, 2012 Revolving credit facility	Jan. 28, 2012 Revolving credit facility	Oct. 29, 2011 Revolving credit facility	Oct. 27, 2012 Revolving credit facility Minimum	Oct. 27, 2012 Revolving credit facility Maximum	Oct. 27, 2012 Revolving credit facility Eurodollar rate	Oct. 27, 2012 Revolving credit facility Eurodollar rate Minimum	Oct. 27, 2012 Revolving credit facility Eurodollar rate Maximum	Oct. 27, 2012 Revolving credit facility Prime rate	Oct. 27, 2012 Revolving credit facility Prime rate Minimum	Oct. 27, 2012 Revolving credit facility Prime rate Maximum	Oct. 27, 2012 Commercial letters of credit	Oct. 27, 2012 Commercial letters of credit Minimum	Oct. 27, 2012 Commercial letters of credit Maximum	Oct. 27, 2012 Stand by letters of credit Minimum	Oct. 27, 2012 Stand by letters of credit Maximum
Long-term debt and credit facilities
Repayment of term loan	$ 4,500,000
Write-off of unamortized deferred financing costs	100,000	144,000	144,000
Maximum borrowing capacity						100,000,000	75,000,000											45,000,000
Accordion option to increase or decrease commitments under the credit facility										60,000,000	100,000,000
Minimum excess availability covenant				7,500,000
Variable rate basis												Eurodollar rate			Prime rate
Interest rate margin (as a percent)													1.75%	2.00%		0.75%	1.00%
Monthly commitment fee letters of credit (as a percent)																			0.875%	1.00%	1.75%	2.00%
Monthly commitment fee on the unused portion of credit facility (as a percent)							0.375%
Borrowing availability							56,100,000	36,600,000	53,700,000
Outstanding letters of credit		$ 8,300,000	$ 8,300,000	$ 12,300,000	$ 7,200,000

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011
Operating activities
Net loss	$ (8,380)	$ (28,047)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	25,878	29,017
Loss from impairment charges	384	887
Amortization of deferred financing costs	89	148
Write-off of unamortized deferred financing costs		144
Share-based compensation expense	2,858	2,865
Changes in operating assets and liabilities:
Accounts receivable	(2,361)	(48)
Income taxes receivable	11	57
Inventories, net	(34,950)	(38,722)
Prepaid expenses	74	151
Accounts payable	17,846	4,107
Accrued expenses	(5,460)	(17,823)
Income taxes payable	(2,638)	2,518
Deferred rent	(6,425)	(7,810)
Other assets and liabilities	(375)	(1,110)
Net cash used in operating activities	(13,449)	(53,666)
Investing activities
Capital expenditures	(13,921)	(9,367)
Net cash used in investing activities	(13,921)	(9,367)
Financing activities
Proceeds from borrowings under revolving credit facility		12,000
Repayment of debt		(7,500)
Payment of financing costs		(393)
Proceeds from exercise of stock options	83	2,200
Net cash provided by financing activities	83	6,307
Net decrease in cash and cash equivalents	(27,287)	(56,726)
Cash and cash equivalents at beginning of period	50,787	77,392
Cash and cash equivalents at end of period	$ 23,500	$ 20,666

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Condensed Consolidated Statements of Operations (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Condensed Consolidated Statements of Operations
Interest income	$ 4	$ 9	$ 12	$ 27

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Pension Plan (Tables)

9 Months Ended

Oct. 27, 2012

Pension Plan

Schedule of net periodic benefit cost

	Three months ended October 27, 2012			Three months ended October 29, 2011			Nine months ended October 27, 2012			Nine months ended October 29, 2011
	(Amounts in thousands)
Service cost	$	88		$	85		$	264		$	255
Interest cost		104			114			312			341
Expected return on plan assets		(122	)		(125	)		(366	)		(374	)
Amortization of unrecognized prior service credit		(4	)		(4	)		(12	)		(12	)
Amortization of unrecognized losses		51			33			153			98
Net periodic benefit cost	$	117		$	103		$	351		$	308

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Document and Entity Information	9 Months Ended
	Oct. 27, 2012	Nov. 30, 2012
Document and Entity Information
Entity Registrant Name	New York & Company, Inc.
Entity Central Index Key	0001211351
Document Type	10-Q
Document Period End Date	Oct. 27, 2012
Amendment Flag	false
Current Fiscal Year End Date	--02-02
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		62,829,357
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

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Organization and Basis of Presentation (Details)	9 Months Ended		12 Months Ended
	Oct. 27, 2012 item	Oct. 29, 2011	Feb. 02, 2013	Jan. 28, 2012
Organization and basis of presentation
Number of stores operated	536
Number of states in which entity operated the stores	43
Length of quarter	91 days	91 days
Length of three quarters	273 days	273 days
Length of fiscal year			371 days	364 days
Minimum
Organization and basis of presentation
Age of value-sensitive women customers	25
Length of fiscal year	364 days
Maximum
Organization and basis of presentation
Age of value-sensitive women customers	45
Length of fiscal year	371 days

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Condensed Consolidated Statements of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Comprehensive loss	$ (3,792)	$ (8,971)	$ (8,239)	$ (28,047)

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Pension Plan

9 Months Ended

Oct. 27, 2012

Pension Plan

Pension Plan

5. Pension Plan

        The Company sponsors a single employer defined benefit pension plan (the "plan") covering substantially all union employees. Employees covered by collective bargaining agreements are primarily non-management store associates, representing approximately 8% of the Company's workforce. The collective bargaining agreement with the Local 1102 unit of the Retail, Wholesale and Department Store Union ("RWDSU") AFL-CIO ("Local 1102") is set to expire on August 31, 2013. The Company believes its relationship with its employees is good.

        The plan provides retirement benefits for union employees who have attained the age of 21 and complete 1,000 or more hours of service in any calendar year following the date of employment. The plan provides benefits based on length of service. The Company's funding policy for the pension plan is to contribute annually the amount necessary to provide for benefits based on accrued service and to contribute at least the minimum required by ERISA rules. The Company anticipates contributing approximately $0.9 million to the plan during fiscal year 2012. Net periodic benefit cost includes the following components:

	Three months ended October 27, 2012			Three months ended October 29, 2011			Nine months ended October 27, 2012			Nine months ended October 29, 2011
	(Amounts in thousands)
Service cost	$	88		$	85		$	264		$	255
Interest cost		104			114			312			341
Expected return on plan assets		(122	)		(125	)		(366	)		(374	)
Amortization of unrecognized prior service credit		(4	)		(4	)		(12	)		(12	)
Amortization of unrecognized losses		51			33			153			98
Net periodic benefit cost	$	117		$	103		$	351		$	308

        In accordance with ASC 220, comprehensive loss reported on the Company's condensed consolidated statements of comprehensive loss includes net loss and other comprehensive income (loss). During the three and nine months ended October 27, 2012 and October 29, 2011, other comprehensive income (loss) consisted of immaterial adjustments related to the Company's minimum pension liability. As of January 28, 2012, the Company reported a minimum pension liability of $3.6 million due to the unfunded status of the plan. The minimum pension liability is reported in other liabilities on the condensed consolidated balance sheets.

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Share-Based Compensation

9 Months Ended

Oct. 27, 2012

Share-Based Compensation

Share-Based Compensation

4. Share-Based Compensation

        The Company recorded share-based compensation expense in the amount of $1.1 million and $1.0 million for the three months ended October 27, 2012 and October 29, 2011, respectively, and $2.9 million for both the nine months ended October 27, 2012 and the nine months ended October 29, 2011.

        During the nine months ended October 27, 2012, the Company issued 982,000 SARs, 507,054 restricted and deferred stock awards, 200,000 performance units and 12,500 stock options primarily in connection with the Company's annual performance review process for all employees in April 2012. The SAR, restricted stock and stock option awards granted to employees during the nine months ended October 27, 2012 cliff vest on the third anniversary of the grant date, subject to continued employment with the Company. The 200,000 performance units were issued to Gregory J. Scott, the Company's Chief Executive Officer, in connection with his annual performance review. If the Company achieves the operating income target approved by the board of directors for fiscal year 2012, the performance units will vest as follows subject to Mr. Scott's continued employment with the Company through such dates: 100,000 units on April 16, 2014 and 100,000 units on April 16, 2015. Upon vesting, each performance unit will be convertible into one share of the Company's common stock.

        Each SAR granted represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise, the SARs will be settled in stock. The fair value of a SAR is calculated using the Black-Scholes option-pricing model. The fair value of the restricted stock and the performance units is based on the closing stock price of an unrestricted share of the Company's common stock on the grant date. Total compensation expense related to share-based awards is recognized in the consolidated financial statements on a straight-line basis over the requisite service period of the awards.

        During the nine months ended October 27, 2012, 262,410 shares of common stock were issued upon exercise of previously issued stock options.

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Oct. 27, 2012	Jan. 28, 2012
Income Taxes
Period of cumulative loss related to earnings before taxes	3 years
Deferred tax assets, valuation allowance	$ 61.9
Unrecognized tax benefits, which would impact the company's effective tax rate if recognized		$ 1.6

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Earnings Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Earnings Per Share
Net loss (in dollars)	$ (3,839)	$ (8,971)	$ (8,380)	$ (28,047)
Weighted average shares outstanding:
Basic shares of common stock	61,583	61,134	61,441	60,703
Basic loss per share (in dollars per share)	$ (0.06)	$ (0.15)	$ (0.14)	$ (0.46)
Weighted average shares outstanding:
Basic shares of common stock	61,583	61,134	61,441	60,703
Diluted shares of common stock	61,583	61,134	61,441	60,703
Diluted loss per share (in dollars per share)	$ (0.06)	$ (0.15)	$ (0.14)	$ (0.46)

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Fair Value Measurements

9 Months Ended

Oct. 27, 2012

Fair Value Measurements

Fair Value Measurements

8. Fair Value Measurements

        ASC 820 establishes a common definition for fair value to be applied to GAAP guidance requiring the use of fair value, establishes a framework for measuring fair value, and expands the disclosure about such fair value measurements. ASC 820 establishes a three-level fair value hierarchy that requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are as follows:

Level 1:	Observable inputs such as quoted prices in active markets;
Level 2:	Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:	Unobservable inputs in which there is little or no market data and require the reporting entity to develop its own assumptions.

        The Company's financial instruments consist of cash and cash equivalents, short-term trade receivables and accounts payable. The carrying values on the balance sheet for cash and cash equivalents, short-term trade receivables and accounts payable approximate their fair values due to the short-term maturities of such items.

        The Company evaluates long-lived assets for recoverability in accordance with FASB ASC Topic 360, "Property, Plant, and Equipment" whenever events or changes in circumstances indicate that an asset may have been impaired. In evaluating an asset for recoverability, the Company estimates the future cash flow expected to result from the use of the asset and eventual disposition and market data assumptions. If the sum of the expected future undiscounted cash flow is less than the carrying amount of the asset, an impairment loss equal to the excess of the carrying amount over the fair value of the asset is recognized. The Company did not recognize any material impairment charges at October 27, 2012 and October 29, 2011. At July 28, 2012, the Company's evaluation of long-lived assets identified certain store assets held and used in underperforming stores with a carrying value of $0.5 million, which were written down to their fair value of $0.1 million, resulting in a pre-tax non-cash impairment charge of $0.4 million. At July 30, 2011, the Company's evaluation of long-lived assets identified certain store assets held and used in underperforming stores with a carrying value of $1.1 million, which were written down to their fair value of $0.2 million, resulting in a pre-tax non-cash impairment charge of $0.9 million. The Company classifies these store assets within level 3 of the fair value hierarchy. The impairment charges are reported in selling, general and administrative expenses on the Company's condensed consolidated statements of operations.

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Income Taxes

9 Months Ended

Oct. 27, 2012

Income Taxes

Income Taxes

6. Income Taxes

        The Company files U.S. federal income tax returns and income tax returns in various state and local jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for tax years through 2005. With limited exception, the Company is no longer subject to state and local income tax examinations for tax years through 2008.

        As previously disclosed, during the three months ended July 31, 2010, the Company concluded that a full valuation allowance against the Company's deferred tax assets was necessary in order to reflect the Company's assessment of its ability to realize the benefits of those deferred tax assets. The Company made this determination after weighing both negative and positive evidence in accordance with FASB ASC Topic 740, "Income Taxes" ("ASC 740"), which requires that deferred tax assets be reduced by a valuation allowance if, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in a future period. The evidence weighed included a historical three-year cumulative loss related to earnings before taxes in addition to an assessment of sources of taxable income, availability of tax planning strategies, and future projections of earnings. The Company will continue to maintain a valuation allowance against its deferred tax assets until the Company believes it is more likely than not that these assets will be realized in the future. If sufficient positive evidence arises in the future indicating that all or a portion of the deferred tax assets meet the more-likely-than-not standard under ASC 740, the valuation allowance would be reversed accordingly in the period that such determination is made. As of October 27, 2012, the Company's valuation allowance against its deferred tax assets was $61.9 million.

        At January 28, 2012, the Company reported a total liability of $1.6 million in other liabilities on the consolidated balance sheet for unrecognized tax benefits, including interest and penalties, all of which would impact the Company's effective tax rate if recognized. There were no material changes to the liability for unrecognized tax benefits during the nine months ended October 27, 2012.

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Long-Term Debt and Credit Facilities

9 Months Ended

Oct. 27, 2012

Long-Term Debt and Credit Facilities

Long-Term Debt and Credit Facilities

7. Long-Term Debt and Credit Facilities

        On August 10, 2011, Lerner New York, Inc., Lernco, Inc. and Lerner New York Outlet, Inc., wholly-owned indirect subsidiaries of New York & Company, Inc., entered into a Third Amended and Restated Loan and Security Agreement (the "Loan Agreement") with Wells Fargo Bank, N.A., as Agent and sole lender. The Loan Agreement expires on August 10, 2016. Concurrent with the closing of the Loan Agreement, the Company repaid in full the $4.5 million outstanding balance on the term loan under the prior agreement and wrote off $0.1 million of unamortized deferred financing costs related to the prior agreement.

        The Loan Agreement provides the Company with up to $100 million of credit, consisting of a $75 million revolving credit facility (which includes a subfacility for issuance of letters of credit up to $45 million) with a fully committed accordion option that allows the Company to increase the revolving credit facility to a maximum of $100 million or decrease it to a minimum of $60 million, subject to certain restrictions. Under the Loan Agreement, the Company is currently subject to a Minimum Excess Availability (as defined in the Loan Agreement) covenant of $7.5 million. The Company's credit facility contains other covenants, including restrictions on the Company's ability to pay dividends on its common stock; to incur additional indebtedness; and to prepay, redeem, defease or purchase other debt. Subject to such restrictions, the Company may incur more debt for working capital, capital expenditures, stock repurchases, acquisitions and for other purposes.

        Under the terms of the Loan Agreement, the revolving loans under the credit facility bear interest, at the Company's option, either at a floating rate equal to the Eurodollar rate plus a margin of between 1.75% and 2.00% per year for Eurodollar rate loans or a floating rate equal to the Prime rate plus a margin of between 0.75% and 1.00% per year for Prime rate loans, depending upon the Company's Average Compliance Excess Availability (as defined in the Loan Agreement). The Company pays the lender under the revolving credit facility a monthly fee on outstanding commercial letters of credit at a rate of between 0.875% and 1.00% per year and on standby letters of credit at a rate of between 1.75% and 2.00% per year, depending upon the Company's Average Compliance Excess Availability, plus a monthly fee on a proportion of the unused commitments under the revolving credit facility at a rate of 0.375% per year.

        The maximum borrowing availability under the Company's revolving credit facility is determined by a monthly borrowing base calculation that is based on the application of specified advance rates against inventory and certain other eligible assets. As of October 27, 2012, the Company had availability under its revolving credit facility of $56.1 million, net of letters of credit outstanding of $12.3 million, as compared to availability of $36.6 million, net of letters of credit outstanding of $7.2 million, as of January 28, 2012, and $53.7 million, net of letters of credit outstanding of $8.3 million, as of October 29, 2011.

        The lender has been granted a pledge of the common stock of Lerner Holding and certain of its subsidiaries, and a first priority security interest in substantially all other tangible and intangible assets of New York & Company, Inc. and its subsidiaries, as collateral for the Company's obligations under the credit facility. In addition, New York & Company, Inc. and certain of its subsidiaries have fully and unconditionally guaranteed the credit facility, and such guarantees are joint and several.

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Earnings Per Share (Tables)

9 Months Ended

Oct. 27, 2012

Earnings Per Share

Schedule of reconciliation between basic and diluted (loss) earnings per share

	Three months ended October 27, 2012			Three months ended October 29, 2011			Nine months ended October 27, 2012			Nine months ended October 29, 2011
	(Amounts in thousands, except per share amounts)
Net loss	$	(3,839	)	$	(8,971	)	$	(8,380	)	$	(28,047	)
Basic loss per share
Weighted average shares outstanding:
Basic shares of common stock		61,583			61,134			61,441			60,703
Basic loss per share	$	(0.06	)	$	(0.15	)	$	(0.14	)	$	(0.46	)
Diluted loss per share
Weighted average shares outstanding:
Basic shares of common stock		61,583			61,134			61,441			60,703
Plus impact of share-based awards		—			—			—			—
Diluted shares of common stock		61,583			61,134			61,441			60,703
Diluted loss per share	$	(0.06	)	$	(0.15	)	$	(0.14	)	$	(0.46	)

Schedule listing the share-based awards excluded from the computation of diluted loss per share due to their anti-dilutive effect

	Three months ended October 27, 2012		Three months ended October 29, 2011		Nine months ended October 27, 2012		Nine months ended October 29, 2011
	(Amounts in thousands)
Stock options		904		1,318		1,021		1,350
Stock appreciation rights(1)		3,244		2,430		3,263		1,930
Restricted stock and units		372		472		516		445
Total anti-dilutive shares		4,520		4,220		4,800		3,725

(1)

Each stock appreciation right ("SAR") referred to above represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise the SARs will be settled in stock.

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Share-Based Compensation (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Share-Based Compensation
Share-based compensation expense	$ 1.1	$ 1.0	$ 2.9	$ 2.9
Share-based compensation
Number of shares of common stock issued upon exercise of stock options			262,410
SARs
Share-based compensation
Shares issued			982,000
Number of shares of common stock for which increase in fair market value considered as basis for measurement of payment			1
Restricted and deferred stock awards
Share-based compensation
Shares issued			507,054
Performance units
Share-based compensation
Number of shares of the company's common stock issuable upon vesting on conversion of each award			1
Performance units | Gregory J. Scott
Share-based compensation
Shares issued			200,000
Performance units | Shares vesting on April 16, 2014
Share-based compensation
Number of shares that will vest	100,000		100,000
Performance units | Shares vesting on April 16, 2015
Share-based compensation
Number of shares that will vest	100,000		100,000
Stock options
Share-based compensation
Shares issued			12,500

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Oct. 27, 2012	Jan. 28, 2012	Oct. 29, 2011
Current assets:
Cash and cash equivalents	$ 23,500	$ 50,787	$ 20,666
Accounts receivable	9,630	7,269	9,804
Income taxes receivable	466	477	470
Inventories, net	116,278	81,328	120,784
Prepaid expenses	20,983	21,057	20,556
Other current assets	1,124	968	1,335
Total current assets	171,981	161,886	173,615
Property and equipment, net	102,939	115,280	124,051
Intangible assets	14,879	14,879	14,879
Deferred income taxes	4,361	4,361	3,716
Other assets	863	950	1,191
Total assets	295,023	297,356	317,452
Current liabilities:
Short-term borrowings			12,000
Accounts payable	90,143	72,297	77,718
Accrued expenses	49,686	55,146	46,379
Income taxes payable	426	3,064	2,778
Deferred income taxes	4,361	4,361	3,716
Total current liabilities	144,616	134,868	142,591
Deferred rent	50,702	57,127	59,052
Other liabilities	4,898	5,256	4,954
Total liabilities	200,216	197,251	206,597
Stockholders' equity:
Common stock, voting, par value $0.001; 300,000 shares authorized; 62,763, 62,053 and 61,930 shares issued and outstanding at October 27, 2012, January 28, 2012, and October 29, 2011, respectively	63	62	62
Additional paid-in capital	165,880	162,940	162,084
Retained deficit	(65,101)	(56,721)	(45,831)
Accumulated other comprehensive loss	(2,638)	(2,779)	(2,063)
Treasury stock at cost; 1,000 shares at October 27, 2012, January 28, 2012 and October 29, 2011	(3,397)	(3,397)	(3,397)
Total stockholders' equity	94,807	100,105	110,855
Total liabilities and stockholders' equity	$ 295,023	$ 297,356	$ 317,452

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Earnings Per Share

9 Months Ended

Oct. 27, 2012

Earnings Per Share

Earnings Per Share

3. Earnings Per Share

        Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is calculated based on the weighted average number of outstanding shares of common stock plus the dilutive effect of share-based awards (stock options, stock appreciation rights, unvested restricted stock, and performance awards) calculated under the treasury stock method. A reconciliation between basic and diluted loss per share is as follows:

	Three months ended October 27, 2012			Three months ended October 29, 2011			Nine months ended October 27, 2012			Nine months ended October 29, 2011
	(Amounts in thousands, except per share amounts)
Net loss	$	(3,839	)	$	(8,971	)	$	(8,380	)	$	(28,047	)
Basic loss per share
Weighted average shares outstanding:
Basic shares of common stock		61,583			61,134			61,441			60,703
Basic loss per share	$	(0.06	)	$	(0.15	)	$	(0.14	)	$	(0.46	)
Diluted loss per share
Weighted average shares outstanding:
Basic shares of common stock		61,583			61,134			61,441			60,703
Plus impact of share-based awards		—			—			—			—
Diluted shares of common stock		61,583			61,134			61,441			60,703
Diluted loss per share	$	(0.06	)	$	(0.15	)	$	(0.14	)	$	(0.46	)

        The calculation of diluted loss per share for the three and nine months ended October 27, 2012 and October 29, 2011 excludes the share-based awards listed in the following table due to their anti-dilutive effect, as determined under the treasury stock method:

	Three months ended October 27, 2012		Three months ended October 29, 2011		Nine months ended October 27, 2012		Nine months ended October 29, 2011
	(Amounts in thousands)
Stock options		904		1,318		1,021		1,350
Stock appreciation rights(1)		3,244		2,430		3,263		1,930
Restricted stock and units		372		472		516		445
Total anti-dilutive shares		4,520		4,220		4,800		3,725

(1)

Each stock appreciation right ("SAR") referred to above represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise the SARs will be settled in stock.

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Earnings Per Share (Details 2)	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Shares excluded from calculation of diluted earnings per share
Anti-dilutive shares	4,520,000	4,220,000	4,800,000	3,725,000
Stock options
Shares excluded from calculation of diluted earnings per share
Anti-dilutive shares	904,000	1,318,000	1,021,000	1,350,000
Stock appreciation rights
Shares excluded from calculation of diluted earnings per share
Anti-dilutive shares	3,244,000	2,430,000	3,263,000	1,930,000
Number of shares of common stock for which increase in fair market value considered as basis for measurement of payment			1
Restricted stock and units
Shares excluded from calculation of diluted earnings per share
Anti-dilutive shares	372,000	472,000	516,000	445,000