I. EMPLOYEE BENEFIT PLANS

The Company accounts for its employee benefit plans in accordance with ASC Topic 715 Compensation – Retirement Benefits. ASC Topic 715 requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s over-funded status or a liability for a plan’s under-funded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur.

These amounts will be subsequently recognized as net periodic pension cost pursuant to the Company’s historical accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic pension cost in the same periods will be recognized as a component of accumulated other comprehensive items. The amortization of the unrecognized loss included in accumulated other comprehensive income (loss) and expected to be recognized in net periodic pension cost in fiscal 2012 is $629,778.

Noncontributory Pension Plan

In connection with the Casual Male acquisition, the Company assumed the assets and liabilities of the Casual Male Noncontributory Pension Plan “Casual Male Corp. Retirement Plan”, which was previously known as the J. Baker, Inc. Qualified Plan (the “Pension Plan”). Casual Male Corp. froze all future benefits under this plan on May 1, 1997.

The following table sets forth the Pension Plan’s funded status at January 28, 2012 and January 29, 2011:


(in thousands)	January 28, 2012			January 29, 2011
Change in benefit obligation:
Balance at beginning of period	$	12,418		$	11,763
Benefits and expenses paid		(525	)		(506	)
Service and interest costs		705			720
Settlements		(369	)		(626	)
Actuarial loss		2,653			1,067

Balance at end of year	$	14,882		$	12,418

Change in fair value of plan assets
Balance at beginning of period	$	9,927		$	9,469
Actual return on plan assets		386			1,092
Employer contributions		686			498
Settlements		(369	)		(626	)
Benefits and expenses paid		(525	)		(506	)

Balance at end of period	$	10,105		$	9,927

Reconciliation of Funded Status
Projected benefit obligation	$	14,882		$	12,418
Fair value of plan assets		10,105			9,927

Underfunded Status	$	(4,777	)	$	(2,491	)
Balance Sheet Classification
Other long-term liabilities	$	4,777		$	2,491

Total plan expense and other amounts recognized in accumulated other comprehensive loss for the years ended January 28, 2012, January 29, 2011 and January 30, 2010 include the following components:


(in thousands)	January 28, 2012			January 29, 2011			January 30, 2010
Interest cost on projected benefit obligation	$	705		$	720		$	751
Expected return on plan assets		(799	)		(756	)		(723	)
Amortization of unrecognized loss		422			365			397

Net pension cost	$	328		$	329		$	425


Other changes recognized in other comprehensive loss, before taxes (in thousands):
Unrecognized losses at the beginning of the year	$	5,453		$	5,087		$	6,447
Net periodic pension cost		(328	)		(329	)		(425	)
Employer contribution		686			498			—
Change in plan assets and benefit obligations		2,286			197			(935	)

Unrecognized losses at the end of year	$	8,097		$	5,453		$	5,087

For fiscal 2012, the Company is expecting to make a contribution of $0.9 million to the plan.

Assumptions used to determine the benefit obligations as of January 28, 2012 and January 29, 2011 include a discount rate of 4.50% for fiscal 2011 and 5.75% for fiscal 2010. Assumptions used to determine the net periodic benefit cost for the years ended January 28, 2012, January 29, 2011 and January 30, 2010 included a discount rate of 4.50% for fiscal 2011, 5.75% for fiscal 2010 and 6.00% for fiscal 2009.

The expected long-term rate of return for both the benefit obligation and the net periodic benefit cost was assumed to be 8.00% for both fiscal 2011 and fiscal 2010. The expected long-term rate of return assumption was developed considering historical and future expectations for returns for each asset class.

Estimated Future Benefit Payments

The estimated future benefits for the next ten fiscal years are as follows:


FISCAL YEAR	(in thousands)
2012		551
2013		604
2014		656
2015		687
2016		716
2017 - 2021		4,463

Plan Assets

The fair values of the Company’s noncontributory defined benefit retirement plan assets at the end of fiscal 2011 and fiscal 2010, by asset category, are as follows:


	Fiscal 2011 Fair Value Measurement
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Asset category:
Common Stock	$	5,691		—		—	$	5,691
Mutual Funds:
U.S. Equity		401		—		—		401
International Equity		1,006		—		—		1,006
Bond		2,920		—		—		2,920
Cash		87		—		—		87

Total	$	10,105		—		—	$	10,105

	Fiscal 2010 Fair Value Measurement
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Asset category:
Common Stock	$	4,968		—		—	$	4,968
Mutual Funds:
U.S. Equity		449		—		—		449
International Equity		1,515		—		—		1,515
Bond		2,486		—		—		2,486
Insurance Contracts		—	$	490		—		490
Cash		19		—		—		19

Total	$	9,437	$	490		—	$	9,927

Level 1 – Quoted, active market prices for identical assets. Share prices of the funds, referred to as a fund’s Net Asset Value (“NAV”), are calculated daily based on the closing market prices and accruals of securities in the fund’s total portfolio (total value of the fund) divided by the number of fund shares currently issued and outstanding. Redemptions of the mutual funds occur by contract at the respective fund’s redemption date NAV.

Level 2 – Observable inputs other than Level 1 prices, based on model-derived valuations in which all significant inputs are observable in active markets. The NAVs of the funds are calculated monthly based on the closing market prices and accruals of securities in the fund’s total portfolio (total value of the fund) divided by the number of fund shares currently issued and outstanding. Redemptions of the mutual funds occur by contract at the respective fund’s redemption date NAV.

Level 3 – Unobservable inputs based on the Company’s own assumptions.

The Company’s target asset allocation for fiscal 2012 and its asset allocation at January 28, 2012 and January 29, 2011 were as follows, by asset category:


	Target allocation			Percentage of plan assets at
Asset category:	Fiscal 2012			January 28, 2012			January 29, 2011
Equity securities		73.0	%		70.2	%		69.8	%
Debt securities		24.0	%		28.9	%		25.0	%
Insurance contracts		—			—			4.9	%
Cash		3.0	%		0.9	%		0.3	%

Total		100.0	%		100.0	%		100.0	%

The target policy is set to maximize returns with consideration to the long-term nature of the obligations and maintaining a lower level of overall volatility through the allocation of fixed income. The asset allocation is reviewed throughout the year for adherence to the target policy and is rebalanced periodically towards the target weights.

Supplemental Retirement Plan

In connection with the Casual Male acquisition, the Company also assumed the liability of the Casual Male Supplemental Retirement Plan (the “Supplemental Plan”).

The following table sets forth the Supplemental Plan’s funded status at January 28, 2012 and January 29, 2011:


(in thousands)	January 28, 2012			January 29, 2011
Change in benefit obligation:
Balance at beginning of period	$	541		$	532
Benefits and expenses paid		(30	)		(30	)
Actuarial loss (gain)		88			8
Service and interest costs		30			31

Balance at end of year	$	629		$	541

Change in fair value of plan assets
Balance at beginning of period	$	—		$	—
Employer contributions		30			30

Benefits and expenses paid		(30	)		(30	)

Balance at end of year		—			—
Projected benefit obligation	$	629		$	541

Reconciliation of Funded Status
Projected benefit obligation	$	629		$	541
Fair value of plan assets		—			—

Underfunded Status	$	(629	)	$	(541	)

Balance Sheet Classification
Other long-term liabilities	$	629		$	541

Other changes recognized in other comprehensive loss, before taxes (in thousands):


	January 28, 2012			January 29, 2011			January 30, 2010
Unrecognized losses at the beginning of the year	$	56		$	49		$	38
Net periodic pension cost		(30	)		(31	)		(31	)
Employer contribution		30			30			30
Change in plan assets and benefit obligations		88			8			12

Unrecognized losses at the end of year	$	144		$	56		$	49

Assumptions used to determine the benefit obligations as of January 28, 2012 and January 29, 2011 included a discount rate of 4.50% for fiscal 2011 and 5.75% for fiscal 2010. Assumptions used to determine the net periodic benefit cost for the years ended January 28, 2012, January 29, 2011 and January 30, 2010 included a discount rate of 4.50% for fiscal 2011, 5.75% for fiscal 2010 and 6.00% for fiscal 2009.

Defined Contribution Plan

The Company has two defined contribution plans, the Casual Male 401(k) Salaried Plan and the Casual Male 401(k) Hourly plan (the “401(k) Plans”). The 401(k) Plans cover all eligible employees who are at least 21 years of age and have completed the required months of service, which is six months or twelve months depending on the plan and in the Hourly plan, an eligible employee must also have worked 1,000 hours. Effective January 1, 2008, the Company adopted the Safe Harbor matching and vesting provisions permitted under the Pension Protection Act of 2006 for its 401(k) Plans. Accordingly, beginning in fiscal 2008, the Company matched 100% of the first 1% of deferred compensation and 50% of the next 5% (with a maximum contribution of 3.5% of eligible compensation).

In May 2009, in connection with its cost reduction initiatives, the Board of Directors voted to cease any further employer contributions to the 401(k) Plan, effective May 31, 2009. In November 2010, the Administrative Committee voted to reinstate the Safe Harbor matching and vesting provision effective January 1, 2011.

The Company recognized $1.3 million of expense under these plans in fiscal 2011 and $0.4 million of expense in fiscal 2009. No expense was recognized in fiscal 2010 as a result of the Board of Directors’ vote to cease employer contributions to the 401(k) Plan in May 2009.