10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 2, 2013

or

¨ 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 0-20052

STEIN MART, INC.

(Exact name of registrant as specified in its charter)

Florida	64-0466198
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1200 Riverplace Blvd., Jacksonville, Florida	32207
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (904) 346-1500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
Common Stock $.01 par value	The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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  x    No  ¨

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  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

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.

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

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

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of July 28, 2012 was $221,218,432. For purposes of this response, executive officers and directors are deemed to be affiliates of the registrant and the holdings by non-affiliates was computed as 27,721,608 shares. At April 15, 2013, the Registrant had issued and outstanding an aggregate of 43,821,565 shares of its common stock.

Documents Incorporated By Reference:

Portions of the Registrant’s Proxy Statement for its 2013 Annual Meeting of Stockholders are incorporated by reference in Part III.

EXPLANATORY NOTE

Stein Mart, Inc. (the “Company”) is restating in this Annual Report on Form 10-K, its consolidated prior year financial statements arising primarily from errors made in inventory markdowns, leasehold improvement costs, compensated absences (paid vacation) and other matters described in Note 2 to the Consolidated Financial Statements. In addition, prior year financial statements also reflect the correction of certain previously identified errors and out of period adjustments that were deemed immaterial to the annual or interim periods in which they relate.

On November 6, 2012, the Board of Directors of the Company, based on the recommendation of the Audit Committee and in consultation with management, concluded that our previously issued financial statements contained errors and that investors should no longer rely upon the Company’s previously released financial statements. We subsequently determined that prior annual period financial statements should be restated in this Annual Report on Form 10-K. See Note 2 to the Consolidated Financial Statements for further information. All schedules and footnotes impacted indicate the restated amounts under the caption “Restated”.

In addition to the filing of this Form 10-K, we have filed an amendment to our quarterly report on Form 10-Q for the quarterly period ended April 28, 2012 to reflect the restated financial statements which includes restated unaudited interim financial statements for the comparable period in fiscal year 2011. We have also filed quarterly reports on Form 10-Q for the quarterly periods ended July 28, 2012 and October 27, 2012 that include restated unaudited interim financial statements for the comparative fiscal year 2011 periods.

We do not intend to amend any other annual reports on Form 10-K or quarterly reports on Form 10-Q for periods affected by these errors. As a result, our prior reports should no longer be relied upon.

This Form 10-K also reflects:

• the restatement of “Selected Consolidated Financial Data” in Item 6 for the fiscal years 2011, 2010, 2009 and 2008; and

• Management’s Discussion and Analysis of Financial Condition and Results of Operations based on the restated financial information.

The net effect of the adjustments on the Consolidated Statements of Income was to increase Net income by $0.1 million and $7.9 million for the years ended January 28, 2012 and January 29, 2011, respectively.

Increase (Decrease) in Net income:	2011			2010
Inventory markdowns	$	655		$	(707	)
Leasehold improvement costs		1,937			2,037
Compensated absences		(134	)		429
Other		(2,283	)		47
Total adjustments before tax		175			1,806
Income tax expense (benefit) from adjustments		72			(6,127	)
Increase in Net income	$	103		$	7,933

The adjustments in “Other” in 2011 relate primarily to the reversal of a previously recorded out of period adjustment related to credit card reward income breakage of $2.0 million. The tax benefit in 2010 is related to the reversal of the valuation allowance attributable to the increase in prior period deferred tax assets due to the cumulative impact of the restatement adjustments noted above. These deferred tax assets had a full valuation allowance in 2008 and 2009.

The decrease to retained earnings from the adjustments as of January 30, 2010 is as follows:

Inventory markdowns	$	(1,891	)
Leasehold improvement costs		(8,982	)
Compensated absences		(6,737	)
Other		(81	)
Income tax effect of adjustments		(12	)
Decrease to retained earnings	$	(17,703	)

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STEIN MART, INC.

TABLE OF CONTENTS

This report contains forward-looking statements which are subject to certain risks, uncertainties or assumptions and may be affected by certain factors, including but not limited to the specific factors discussed in Part I, Item 1A under “Risk Factors” and Item 3 under “Legal Proceedings”; in Part II, Item 5 under “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities”; and Part II, Item 7 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Wherever used, the words “plan”, “expect”, “anticipate”, “believe”, “estimate” and similar expressions identify forward-looking statements. In addition, except for historical facts, all information provided in Part II, Item 7A, under “Quantitative and Qualitative Disclosures about Market Risk” should be considered forward-looking statements. Should one or more of these risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of the Company may vary materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are based on beliefs and assumptions of the Company’s management and on information currently available to such management. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to publicly update or revise its forward-looking statements in light of new information or future events. Undue reliance should not be placed on such forward-looking statements, which are based on current expectations. Forward-looking statements are no guarantees of performance.

ITEM NO.		PAGE
	PART I
1.	Business		4
1A.	Risk Factors		6
1B.	Unresolved Staff Comments		10
2.	Properties		10
3.	Legal Proceedings		11
4.	Mine Safety Disclosures		11
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		11
6.	Selected Consolidated Financial Data		14
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
7A.	Quantitative and Qualitative Disclosures about Market Risk		21
8.	Financial Statements and Supplementary Data		21
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		21
9A.	Controls and Procedures		21
9B.	Other Information		24
	PART III
10.	Directors, Executive Officers and Corporate Governance		24
11.	Executive Compensation		24
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		24
13.	Certain Relationships and Related Transactions, and Director Independence		24
14.	Principal Accounting Fees and Services		24
	PART IV
15.	Exhibits, Financial Statement Schedules		25
SIGNATURES			26

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PART I

ITEM 1. BUSINESS

OVERVIEW

Headquartered in Jacksonville, Florida, Stein Mart is a national retailer offering the fashion merchandise, service and presentation of a better department or specialty store. Our focused assortment of merchandise features current-season, moderate to better fashion apparel for women and men, as well as accessories, shoes and home fashions, all offered at prices competitive with off-price retail chains. Begun in the early 1900’s as a single store in Greenville, Mississippi, we operated 263 stores in 29 states as of February 2, 2013.

As used herein, the terms “we”, “our”, “us”, “Stein Mart” and the “Company” refer to Stein Mart, Inc., a Florida corporation, and its wholly-owned subsidiaries.

KEY STRATEGIC OBJECTIVES

Our mission is to provide current season, first-quality fashion apparel, shoes, accessories and home fashion merchandise at prices comparable to off-price retail chains in a convenient, attractive, easy-to-shop location. We believe our success and future growth will depend on the consistent execution of the following:

• Having a desirable, current-season assortment of designer, brand name, exclusive and proprietary fashion apparel, accessories and home fashion merchandise,

• Sourcing a wide range of key brands and maintaining strong partnerships with the vendors representing those brands,

• Offering everyday low prices on fashion merchandise through buying methodologies and low cost operations,

• Attracting repeat and new customers through marketing and advertising programs,

• Having an attractive store appearance, appealing merchandise presentation and on-demand customer service, similar to a department or specialty store, and

• Locations in regional, community and neighborhood shopping centers serving a more affluent customer.

TARGET CUSTOMER

Our target customer is a 35-55 year old woman who is both style conscious and value seeking. She is typically married and college educated. She may be multi-cultural, works at least part-time in a professional position and has above-average household income.

MERCHANDISING, PURCHASING AND PRICING

Our fashion assortment is driven primarily by seasonal fashion trends and a focus on name brand and designer merchandise complemented by a select program of private label and proprietary/exclusive merchandise. In 2012, approximately 10 percent of our sales were from private label or proprietary/exclusive merchandise. The majority of merchandise is consistent from store to store, with exceptions based on individual store selling characteristics, seasonal delivery fluctuations and regional preferences.

Our merchants purchase products from approximately 1,200 vendors. None of our vendors accounted for more than 5 percent of our total purchases during 2012. We buy a majority of our merchandise at the same time and from many of the same manufacturers as traditional department/specialty stores although we generally do not require the same level of front and back-end vendor concessions, such as advertising allowances, return privileges and markdown allowances, which are common and significant in the department store industry. As a result, we believe that our buyers are able to negotiate more favorable upfront pricing terms from vendors. We also purchase merchandise opportunistically when we believe a combination of the product and the price makes it a compelling addition to our assortment. In both instances, we reflect our savings in our pricing which passes on to our customers through everyday low pricing targeted to be competitive with off-price retail chains.

Our shoe department inventory is exclusively supplied and owned by DSW, Inc. (“DSW”). DSW’s buyers determine each season’s fashion footwear assortment. We operate the shoe department and receive a percentage of net revenue in accordance with a supply agreement (the “Supply Agreement”). Commissions from this leased department are included in Net sales reported in our Consolidated Statements of Income.

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The following table reflects the percentage of our sales by major merchandise category, including shoe department sales, for the fiscal years indicated:

	2012			2011			2010
Ladies’ and Boutique apparel		45	%		45	%		46	%
Ladies’ accessories		12	%		13	%		13	%
Men’s		20	%		20	%		20	%
Home		12	%		11	%		11	%
Shoes		8	%		8	%		7	%
Other		3	%		3	%		3	%
		100	%		100	%		100	%

LOCATIONS, GROWTH STRATEGY AND STORE APPEARANCE

On February 2, 2013, we operated 263 stores in 29 states. Our stores are located in the Northeast, Midwest, Southeast, Texas and the Southwest. We are most fully concentrated in the Southeast and Texas where 184 of our stores are located. Most locations are in neighborhood, community and regional shopping centers frequented by a more affluent customer. Our optimal co-tenants within these shopping centers cater to a similar target customer and include highly-frequented retail formats such as other apparel retailers, higher-end grocers and restaurants. All Stein Mart locations, including the corporate headquarters, are leased.

We are selectively seeking properties that strengthen our portfolio of stores in current markets. We utilize regional tenant representative brokers to help us identify potential sites for new or relocated stores. New store decisions are supported by independent sales forecasts, and approved by a real estate committee made up of senior level executives.

Our typical store is currently approximately 35,000 gross square feet with a racetrack design, convenient centralized check-out, and individual dressing rooms. We display merchandise in lifestyle groupings of apparel and accessories, which we believe enables the customer to locate desired merchandise in a manner that encourages multiple purchases. We seek to create excitement in our stores through the continual flow of fashion merchandise, targeted sales promotions, store layout, merchandise presentation, and the quality, value and depth of our merchandise assortment. Our newer stores are approximately 32,000 gross square feet with the reduction from our past stores being in smaller backrooms that can be accommodated by our newer distribution processes.

In 2010 we began selling selected merchandise offerings on the internet. This expanded to additional product offerings for 2011 and 2012. During 2012, we temporarily ceased selling merchandise on the internet as we realized we needed a world-class platform provider to maximize this important channel of business for us. Beginning in late 2013, we anticipate a relaunch of the internet site to sell merchandise. Internet sales in 2012, 2011 and 2010 amounted to less than 1% of sales.

CUSTOMER SERVICE

Our stores offer many services typically found in better department or specialty stores, such as a liberal merchandise return policy, merchandise locator service, a Preferred Customer program, co-branded credit card and private label credit card programs, and electronic gift cards. Each store is staffed with a number of sales associates to provide on-demand customer service. Our stores have their own Boutique, generally staffed by specially-recruited associates who typically work one day a week. We believe this staffing approach adds credibility and fashion integrity to the department.

MARKETING

Our marketing efforts are focused on deepening our relationship with our best customers in order to increase our share of her spending. We engage in periodic market research, including accessing our proprietary customer panel, to identify how best to reach each of these audiences and, in consultation with our outside advertising and direct-marketing agencies, we adjust our marketing focus accordingly.

Our advertising stresses upscale fashion merchandise at discount prices. We utilize a combination of full-color circulars (both inserted in newspapers and mailed directly to homes), direct mail, newspaper run of press (ROP) advertising, and email to distribute our sales promotion messages. To reach a broader audience, increase brand awareness and drive promotional events, we use both television and radio advertising. We utilize digital media including online advertising and have a presence on social networking sites, including Facebook and Twitter.

Our Preferred Customer Card program is an important marketing tool. Preferred Customer Card customers receive preview copies of select circulars mailed to their home, members only shopping days, birthday discounts and special email announcements. This program provides useful database information regarding customer preferences, habits and advertising receptivity.

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Stein Mart Credit Card holders (co-branded and private label cards) receive advance notice of sales events and special promotional offers including Extra Savings Events which occur periodically throughout the year and provide incremental savings on purchases made with the Stein Mart credit card during these events.

Stein Mart co-branded credit card holders also participate in the credit card rewards program, which provides for an incentive to cardholders in the form of reward certificates based on their cumulative purchases made on the credit card.

We have an Internet site, www.steinmart.com, to promote Stein Mart’s fashion point of view, as well as provide information for customers regarding store locations, brands, products and selected sales promotion activity. Visitors to the website may apply for the co-branded credit card or private label credit card, sign up to be Preferred Customers, sign up for email notifications or purchase gift cards. Beginning in mid to late 2013, we anticipate a relaunch of the internet site to sell merchandise.

COMPETITION

Our primary competitors are department and specialty stores, as well as conventional off-price retail chains. From our customer’s perspective, we believe we differentiate ourselves from department stores and specialty stores due to our (i) everyday low pricing, (ii) convenient locations in shopping centers, and (iii) assortments that are more edited than department stores and more varied than specialty stores. We believe we differentiate ourselves from typical off-price retail chains by offering (i) primarily current-season first–quality merchandise carried by better department or specialty stores, (ii) a stronger merchandising “statement,” consistently offering more depth of color and size in individual stock-keeping units, (iii) merchandise presentation and customer service more comparable to upscale retailers and (iv) competitive price levels.

DISTRIBUTION

We utilize a third-party logistics network (“supply chain”) to move product through third-party consolidation centers located in New Jersey, Atlanta and Los Angeles to third-party store distribution centers (“DCs”) located in Atlanta, Dallas and Los Angeles. This supply chain methodology enables us to aggregate merchandise from all vendors at the DCs where it is received and checked to ensure it is floor ready for our stores. The DCs are automated and virtually all of our vendors are now electronic data interchange (“EDI”) capable so we are able to cross-dock a high percentage of our receipts. Store deliveries are made by contract carriers to the stores once or twice a week depending on location and store volume. We are in the process of transitioning from third-party operated store distribution centers to company-operated store distribution centers beginning in the second quarter of fiscal 2013.

EMPLOYEES

As of February 2, 2013, our work force consisted of approximately 10,900 employees (5,000 40-hour equivalent employees). Each of our stores employs an average of 40 persons. The number of employees fluctuates during the year based on the particular selling season.

SEASONALITY

Our business is seasonal. Sales and profitability are historically higher in the first and fourth quarters of the fiscal year, which include the spring and holiday seasons.

TRADEMARKS

We own the federally registered trademark Stein Mart^®, together with a number of other marks used in conjunction with our private label merchandise program. Management believes that our trademarks are important, but with the exception of Stein Mart^®, not critical to our merchandising strategy.

AVAILABLE INFORMATION

Copies of our annual report on Form 10-K, proxy statement, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those filings are available free of charge on the investor relations portion of our website at http://ir.steinmart.com (click on “SEC Filings”). Also available free of charge on the www.steinmart.com website (click on “About us”; click on “Corporate Governance”) are the charters for the Audit Committee, the Compensation Committee, the Corporate Governance Committee, and the Strategic Planning Committee, as well as the Code of Conduct and Corporate Governance Guidelines. Printed copies of these items are available free of charge upon request by writing Stein Mart, Inc., 1200 Riverplace Boulevard, Jacksonville, FL 32207, Attention: Stockholder Relations.

ITEM 1A. RISK FACTORS

Our results of operations and financial condition can be adversely affected by numerous risks and uncertainties. In evaluating the Company, the risks and uncertainties described below and the matters described in “Forward-Looking Statements” should be considered carefully. Should any of these risks actually materialize, our business, financial condition, and future prospects could be negatively impacted.

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Our sales and operating results are affected by consumer sensitivity to economic conditions. The retail apparel business is dependent upon consumer spending and, as a fashion retailer, we rely on the expenditure of discretionary income for most, if not all, of our sales. Economic factors impacting consumer confidence and levels of consumer spending include levels of employment, the housing market, prevailing interest rates, tax policies, personal bankruptcies, energy costs and availability and cost of credit. Consumer confidence is also affected by both domestic and international events. Deterioration in the level of consumer spending could have a material adverse effect on our results of operations.

We face intense competition in the retail industry. We face intense competition for customers from department stores, specialty stores, regional and national off-price retail chains and Internet and mail-order retailers. Many of these competitors are larger and have significantly greater financial and marketing resources than we do. In addition, many department stores and other competitors have become more promotional and have reduced their price points. Certain department stores and certain of our vendors have opened outlet stores which offer merchandise at prices that are competitive with ours. Many of our competitors have significant Internet sales. While we maintain an Internet site and have plans to start selling merchandise on the Internet in 2013, we currently only sell gift cards on the Internet. If we fail to successfully compete, our profitability and results of operations could be harmed.

Unanticipated changes in fashion trends and changing consumer preferences may adversely affect our sales. Our success depends in part upon our ability to anticipate and respond to changing consumer preferences and fashion trends in a timely manner. Although we attempt to stay abreast of the fashion tastes of our customers and provide merchandise that satisfies customer demand, fashion trends can change rapidly and we cannot assure that we will accurately anticipate shifts in fashion trends and adjust our merchandise mix to appeal to changing consumer tastes in a timely manner. If we misjudge the market for our products or are unsuccessful in responding to changes in fashion trends or in market demand, we could experience insufficient inventory levels and missed opportunities, or excess inventory levels and higher markdowns, either of which would have a material adverse effect on our financial condition and results of operations.

Our advertising, marketing and promotional strategies may be ineffective. Our profitability and results of operations may be materially affected by the effectiveness and efficiency of our marketing expenditures and our ability to select the right markets and media in which to advertise. In particular, we may not be successful in our efforts to create greater awareness of our stores and promotions, identify the most effective and efficient level of spending in each market and specific media vehicle and determine the appropriate creative message and media mix for our advertising, marketing and promotional expenditures. While we utilize different types of media, daily newspapers are an important delivery vehicle for press advertising and circular insertions. The newspaper business is under increasing economic pressure, and the demise of certain newspapers would jeopardize an important distribution method for our advertising. As readers shift away from newspapers, our success will depend more on our effective use of other forms of media for our advertising, marketing and promotional strategies. Our planned marketing expenditures may not result in increased revenues. In addition, if we are not able to manage our marketing expenditures on a cost-effective basis, our profitability and results of operations could be materially adversely affected.

We may be unable to raise additional capital, if needed, or to raise capital on favorable terms. If our existing cash, cash generated from operations and funds available under our revolving credit agreement were insufficient to fund our future operations, including capital expenditures, or repay debt when it becomes due, we may need to raise additional funds through public or private equity or debt financing. If unfavorable capital or credit market conditions exist if and when we were to seek additional financing, we may not be able to raise sufficient capital on favorable terms or on a timely basis, if at all. Failure to obtain capital on acceptable terms when required could have a material adverse effect on our business including an inability to fund new growth and other capital expenditures.

We may be unable to negotiate acceptable lease terms with current and potential landlords. Our growth and success depends in part on our ability to renew and enter into new leases for successful stores. There is no assurance that we will be able to re-negotiate leases at similar or satisfactory terms at the end of the lease, and we could be forced to move or exit trade areas if another favorable arrangement cannot be made. There is also no assurance that we will be able to negotiate satisfactory terms on new or replacement stores.

We may not be able to exit under-performing stores on acceptable terms. As part of our strategy, we close certain under-performing stores, generally based on the lack of store profitability. Such closures subject us to costs, including lease termination payments and the write-down of leasehold improvements, equipment, furniture, fixtures and inventory. For early terminations, we may remain liable for future lease obligations which could adversely affect our profitability and results of operations.

Because of our focus on keeping our inventory at the forefront of fashion trends, extreme and/or unseasonable weather conditions could force us to have higher inventory markdowns. Our business is susceptible to unseasonable weather conditions. For example, extended periods of unseasonably warm temperatures during the fall season or cool weather during the spring season could render a portion of our inventory incompatible with those unseasonable conditions. Prolonged unseasonable weather conditions could have a material adverse effect on our business, financial condition and results of operations. In addition, hurricanes or other extreme weather conditions over a prolonged period might make it difficult for our customers to travel to our stores, which could have a material adverse effect on our business, financial condition and results of operations.

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A lack of adequate sources of merchandise at acceptable prices may adversely affect our sales. Our business is dependent to a significant degree upon our ability to purchase fashion and brand name merchandise, and to do so at acceptable wholesale prices. We continuously seek out buying opportunities and compete for these opportunities with other retailers. In the event of a further decrease in retail sales and the resulting pressure on manufacturers, the opportunities to purchase merchandise could become limited by the consolidation or demise of merchandise vendors. Our ability to obtain merchandise may also depend on manufacturers’ ability to obtain vendor financing through banks and factoring companies. To the extent they are unable to secure sufficient credit, they may not be able to sell to us at acceptable terms. Although we do not depend on any single vendor or group of vendors and believe we can successfully compete in seeking out new vendors, the loss of key vendors could make it difficult for us to acquire sufficient quantities and an appropriate mix of merchandise, and to do so at acceptable prices which could have a material adverse effect on our results of operations.

Increases in the price of merchandise, could increase our costs which could negatively impact our margins. Our procurement of goods and services from outside the United States is subject to risks associated with political or financial instability, trade restrictions, tariffs, currency exchange rates, transport capacity and costs and other factors relating to foreign trade. In addition, our procurement of all our goods and services is subject to the effects of price increases which we may or may not be able to pass through to our customers. All of these factors may affect our ability to access suitable merchandise on acceptable terms and are beyond our control and could negatively impact our margins.

We are dependent on certain key personnel and our ability to attract and retain qualified employees. Our business is dependent on attracting and retaining quality employees. Many of our employees are in entry level or part-time positions with historically high rates of turnover. Our ability to meet our labor needs while controlling the costs associated with hiring and training new employees is subject to external factors such as unemployment levels, prevailing wage rates, minimum wage legislation and changing demographics. Our success also depends to a significant extent upon the efforts and abilities of our senior executives. Competition for key executives in the retail industry is intense, and our operations could be adversely affected if we cannot retain our key executives. Any circumstances that adversely impact our ability to attract, train, develop and retain quality individuals throughout the organization could adversely affect our business and results of operations.

Increases in the cost of employee benefits could impact our financial results and cash flow. Our expenses relating to employee health benefits are significant. Unfavorable changes in the cost of such benefits could impact our financial results and cash flow. Healthcare costs have risen significantly in recent years, and recent legislative and private sector initiatives regarding healthcare reform could result in significant changes to the U.S. healthcare system. We are not able at this time to determine the impact that healthcare reform could have on the cost of our employee health benefits.

The seasonality of our business and fluctuations in sales and operating results could cause volatility in the price of our common stock. Our business is seasonal with our highest sales occurring in the first and fourth quarters, which include the spring and holiday seasons. Our annual operating results depend significantly upon sales generated during these quarters, and any factor that negatively impacts these selling seasons could have a material adverse effect on our results of operations for the entire year. Comparable store sales and quarterly operating results have fluctuated in the past and are expected to continue to fluctuate in the future. Our stock price is influenced by these financial fluctuations, as well as other factors, including economic conditions, timing of promotional events, actions of competitors, inventory management, changes in fashion trends and unseasonable weather conditions.

If the third parties that we currently rely on for a majority of the distribution aspects of our business experience labor strikes, increased fuel costs, or do not adequately perform our distribution functions, our business could be disrupted and our cost of goods could increase. We are dependent on our ability to receive merchandise in our stores throughout the United States in a timely manner. We currently depend on vendors and logistics providers to sort and pack substantially all of our merchandise and on third parties to deliver this merchandise to our stores. These vendors and logistics providers may experience labor strikes or other disruptions in the future, the resolution of which will be out of our control, and could result in a material disruption in our business. Any failure by these third parties to respond adequately to our distribution needs, including labor strikes or other disruptions in the business, would disrupt our operations and negatively impact our profitability. In addition, although fluctuations in the price of fuel have not materially affected our cost of goods in recent years, if we are unable to mitigate cost increases sufficiently through our pricing actions, our profitability may decrease.

We are planning to transition a majority of our distribution functions away from third-party vendors and logistics providers and will perform such functions in the future and if we experience any business interruptions or disruptions in the distribution process, our profitability could be materially impacted. We currently depend on third-party vendors and logistics providers to sort and pack substantially all of our merchandise and on third parties to deliver this merchandise to our stores. We are planning to transition all of our distribution centers and certain of our consolidation centers away from third parties and plan to perform these distribution functions internally in the future. In the event that we experience problems transitioning our third-party operated distribution centers or consolidation

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centers to us that impede the timeliness or fulfillment quality of the products being distributed, or any of our centers becomes inaccessible, or is otherwise not fully usable, it would have a material adverse effect on our ability to distribute our products, which in turn would have a material adverse effect on our sales, profitability, financial condition and operating performance.

Failure of information technology could disrupt operations and harm our business. The operation of our business and the effective execution of our merchandising and distribution strategies is dependent in large measure on the effectiveness of our information technology systems. The reliability and capacity of our information technology systems are critical and any disruptions affecting our information technology systems may have a material adverse impact on our business.

Unauthorized disclosure of sensitive or confidential customer or employee information could severely damage our reputation, expose us to risks of litigation and liability, disrupt our operations and harm our business. As part of our normal course of business, we collect, process and retain sensitive and confidential customer and employee information. In addition, we accept and transmit credit card applications through our retail locations pursuant to our credit card agreement with GE Capital Retail Bank (“GE”). Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, such as GE, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information, whether by us or our service providers, could severely damage our reputation, expose us to risks of litigation and liability, disrupt our operations and harm our business.

We rely on a single supplier for shoes sold by our shoe department and disruptions with that supplier could materially affect our reputation, operations or financial results. We have an agreement with DSW to be the exclusive supplier of shoes sold in our shoe departments. We rely on DSW to determine the quantity and mix of shoes to be sold, the prices at which such items are to be sold and the fulfillment and continuing supply of inventory. If DSW was unable to provide us with sufficient amounts of inventory or inventory that meets the fashion preferences of our customers or if DSW was unable to continue being our supplier of shoes, we may attract fewer customers and experience a loss in net sales, which could materially affect our reputation, operations or financial results.

We have engaged a single third-party provider to create, operate and maintain our e-commerce website operations, and disruptions with the provider or in the services it provides to us could materially affect our reputation, operations or financial results. We have contracted with a single third party to create, operate and host our e-commerce website and provide related order fulfillment and customer service. We will rely on that party’s operational, privacy and security procedures and controls to operate and host our e-commerce business. Failure by such third party to adequately service these aspects of our e-commerce business could result in a prolonged disruption that affects our customers’ ability to utilize our website or receive product in a timely manner. As a result, we may lose customer sales and/or experience increased costs, which could materially affect our reputation, operations or financial results. In addition, the e-commerce operations also involve other risks that could have an impact on our results of operations including but not limited to diversion of sales from our physical stores, liability for online content, credit card fraud and risks related to the failure of the computer systems that operate the website and its related support systems, any of which could have a material adverse effect on our business.

Acts or threats of terrorism, violence or unfavorable political conditions could harm our business. Acts of terrorism or war may disrupt commerce and undermine consumer confidence, which could negatively impact our sales revenue by causing consumer spending to decline. Also, an act of terrorism or war, or the threat thereof, could negatively impact our business by interfering with our ability to obtain merchandise from vendors. Inability to obtain merchandise from our vendors or substitute suppliers at similar costs in a timely manner could have a material adverse effect on our operating results and financial condition.

Our failure to adequately protect our trademark Stein Mart®, and, to a lesser extent, the various other marks we use in conjunction with our private label merchandise program, may have a negative impact on our brand image. We believe that our trademark Stein Mart® and, to a lesser extent, the various other marks that we use in connection with our private label merchandise program, are important to us because we feel that these brands have characteristics unique to our business. We have obtained a federal registration of the Stein Mart® trademark and various other trademarks in the United States. We cannot assure you that the registrations that we have obtained will prevent the imitation of our business or infringement of our intellectual property rights by others. If we are unable to protect our brand or our brand becomes associated with lesser characteristics or otherwise carries a negative connotation, our brand image, and consequently the results of our operations, could be materially adversely affected.

Failure to comply with legal and regulatory requirements may adversely impact our business and results of operations. Our business is subject to many legal and regulatory requirements, including, among others, employment, trade, healthcare, tax, securities and privacy laws and regulations. In addition, in the future there may be legal or regulatory requirements or more stringent interpretations of applicable requirements, which could increase the complexity of the regulatory environment in which we operate and the cost of compliance.

9

The restatement of our financial statements has consumed a significant amount of our time and resources and may have a material adverse effect on our reputation, business and stock price. As described earlier, we have restated our prior financial statements. The restatement process was highly time and resource-intensive and involved substantial attention from management and significant legal and accounting costs. Furthermore, we cannot guarantee that we will have no inquiries from the Securities and Exchange Commission (“SEC”) regarding our restated financial statements or matters relating thereto. Any future inquiries from the SEC as a result of the restatement of our historical financial statements will, regardless of the outcome, likely consume a significant amount of our resources in addition to those resources already consumed in connection with the restatement itself. Further, many companies that have been required to restate their financial statements have experienced a decline in stock price and shareholder lawsuits related thereto.

We have identified material weaknesses in our internal control over financial reporting which may, if not remediated, result in additional material misstatements in our financial statements. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. As disclosed in Item 9A, “Controls and Procedures,” management identified material weaknesses in our internal control over financial reporting related to inventory markdowns, leasehold improvements, compensated absences (paid vacation), indirect overhead cost capitalization, software asset amortization periods and retirements, control environment and information technology communication. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of material weaknesses, our management concluded that our internal control over financial reporting and related disclosure controls and procedures were not effective based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission. We are actively engaged in developing a remediation plan designed to address these material weaknesses. If our remedial measures are insufficient to address the material weaknesses, or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our financial statements may contain material misstatements and we could be required to restate our financial results.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Stores

The following table summarizes our store count activity during the last three fiscal years:

	2012			2011			2010
Stores at beginning of year		262			264			267
Stores opened during the year		6			3			2
Stores closed during the year		(5	)		(5	)		(5	)
Stores at end of year		263			262			264

As of February 2, 2013, our stores operated in the following 29 states:

State	Number of Stores		State	Number of Stores
Alabama		9	Missouri		3
Arizona		10	Nevada		4
Arkansas		2	New Jersey		4
California		19	New York		3
Colorado		3	North Carolina		20
Florida		44	Ohio		8
Georgia		13	Oklahoma		4
Illinois		4	Pennsylvania		4
Indiana		7	South Carolina		12
Kansas		2	Tennessee		13
Kentucky		2	Texas		43
Louisiana		8	Utah		1
Massachusetts		1	Virginia		12
Michigan		1	Wisconsin		1
Mississippi		6

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We lease all of our store locations, generally for 10 years with options to extend the lease term for two or more 5-year periods. We have the right to terminate some of these leases before the expiration date under specified circumstances and some with specified termination payments. Most of our leases provide for fixed minimum rents, as well as contingent amounts based on a percentage of sales in excess of specified levels. We also lease our 107,000 square foot corporate headquarters in Jacksonville, Florida and a distribution/warehouse facility in Georgia.

As of February 2, 2013, the current terms of our 263 stores (assuming we exercise all lease renewal options) were as follows:

Years Lease Term Expire	Number of Leases Expiring
2013		3
2014 – 2017		9
2018 – 2022		32
2023 – 2027		80
2028 and later		139

ITEM 3. LEGAL PROCEEDINGS

We are involved in various routine legal proceedings incidental to the conduct of our business. Management, based upon the advice of outside legal counsel, does not believe that any of these legal proceedings will have a material adverse effect on our financial condition, results of operations or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Price and Related Matters

Our common stock trades on The NASDAQ Global Select Market (“NASDAQ”) under the trading symbol “SMRT”. On April 15, 2013, there were 914 shareholders of record. The following table sets forth the high and low sales prices of our common stock per NASDAQ for each quarter in the years ended February 2, 2013 and January 28, 2012:

	2012				2011
	High		Low		High		Low
First Quarter	$	7.58	$	6.02	$	10.95	$	7.75
Second Quarter		8.29		6.05		10.94		8.05
Third Quarter		9.34		7.58		9.66		5.65
Fourth Quarter		8.88		6.56		7.48		5.96

Dividends

On November 27, 2012, the Board of Directors declared a special cash dividend of $1.00 per common share that was paid on December 24, 2012 to shareholders of record on December 10, 2012. There were no cash dividends declared or paid in fiscal 2011.

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Issuer Purchases of Equity Securities

The following table provides information regarding repurchases of our common stock during the quarter ended February 2, 2013:

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (1)		Maximum number of shares that may yet be purchased under the plans or programs (1)
October 28, 2012 – November 24, 2012		601	$	7.52		601		970,688
November 25, 2012 – December 29, 2012		79,755		7.21		79,755		890,933
December 30, 2012 – February 2, 2013		—		—		—		890,933
Total		80,356	$	7.21		80,356		890,933

(1) Our Open Market Repurchase Program is conducted pursuant to authorizations made from time to time by our Board of Directors.

Equity Compensation Plan Information

The following table presents information about our common stock that may be issued under equity-based compensation plans as of February 2, 2013:

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (in thousands)		(b) Weighted- average exercise price of outstanding options, warrants and rights ($) (1)		(c) Number  of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a)) (in thousands)
Equity compensation plans approved by shareholders		3,269	$	8.63		4,388
Equity compensation plans not approved by shareholders		—		—		—
Total		3,269	$	8.63		4,388

(1) The weighted average exercise price does not take into account 1.7 million shares issuable related to restricted stock and performance share awards which have no exercise price.

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Performance Graph

The following graph compares the cumulative five-year stockholder return on our common stock with the cumulative total return to the NASDAQ Composite Index and the S&P 500 Apparel Retail Index. The comparison assumes $100 was invested at the beginning of the five year period in Stein Mart, Inc. stock and in each of the indices shown and assumes reinvestment of any dividends.

	2/2/2008		1/31/2009		1/30/2010		1/29/2011		1/28/2012		2/2/2013
Stein Mart, Inc.	$	100.00	$	19.9	$	134.6	$	142.9	$	133.2	$	178.3
NASDAQ Composite		100.00		62.0		90.9		114.9		122.7		140.6
S&P 500 Apparel Retail		100.00		50.1		99.1		129.8		171.1		230.8

* * * * *

The stock performance graph should not be deemed filed or incorporated by reference into any other filings made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate the stock performance graph by reference in another filing.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA (Dollars in Thousands, Except Per Share and Per Square Foot Data)

The following selected consolidated financial data for 2012, 2011 and 2010 have been derived from our audited Consolidated Financial Statements and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and notes thereto and the other information contained elsewhere in this Form 10-K. The selected consolidated financial data for 2009 and 2008 have been derived from our unaudited Consolidated Financial Statements not included herein. See the “Explanatory Note” to this Annual Report on Form 10-K and Note 2 to our Consolidated Financial Statements in Item 8 for further information regarding the restated financial information presented below.

Other than our Quarterly Report on Form 10-Q/A for April 28, 2012 and our Quarterly Reports on Form 10-Q for the quarterly periods ended on July 28, 2012 and October 27, 2012, the financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report on Form 10-K, and the financial statements and related financial information contained in previously-filed reports should no longer be relied upon.

	2012 (1)			2011 (5)			2010 (5)			(Unaudited) 2009 (6)			(Unaudited) 2008 (6)
				(Restated)			(Restated)			(Restated)			(Restated)
Consolidated Statement of Operations Data:
Net sales	$	1,232,366		$	1,177,951		$	1,201,081		$	1,235,958		$	1,345,042
Cost of merchandise sold		889,736			858,335			868,415			882,716			1,016,160
Gross profit		342,630			319,616			332,666			353,242			328,882
Selling, general and administrative expenses		306,407			287,184			277,330			319,317			401,193
Operating income (loss)		36,223			32,432			55,336			33,925			(72,311	)
Interest expense, net		225			286			338			650			1,961
Income (loss) before income taxes		35,998			32,146			54,998			33,275			(74,272	)
Income tax expense (benefit)		10,971			12,215			(1,688	)		10,869			(1,519	)
Net income (loss)	$	25,027		$	19,931		$	56,686		$	22,406		$	(72,753	)
Basic income (loss) per share	$	0.57		$	0.45		$	1.28		$	0.52		$	(1.76	)
Diluted income (loss) per share	$	0.57		$	0.44		$	1.26		$	0.51		$	(1.76	)
Cash dividends paid per share	$	1.00		$	—		$	0.50		$	—		$	—
Consolidated Operating Data:
Stores open at end of period		263			262			264			267			276
Sales per store (2)	$	4,879		$	4,793		$	4,813		$	4,845		$	5,113
Sales per square foot (3)	$	169		$	161		$	161		$	160		$	170
Comparable store net sales increase (decrease) (4)		2.7	%		(1.1	)%		(1.8	)%		(5.6	)%		(10.9	)%
Consolidated Balance Sheet Data:
Working capital	$	136,352		$	172,898		$	171,038		$	153,356		$	203,862
Total assets		491,709			479,583			442,023			402,434			453,403
Long-term debt		—			—			—			—			100,000
Capital lease obligations/long-term		—			1,480			—			—			—
Total shareholders’ equity		234,034			249,671			237,481			197,986			169,794

(1) 2012 is a 53-week year; all others are 52-week years.

(2) Sales per store is calculated by dividing (a) total sales including shoe department sales for stores open at the end of the year, excluding stores open for less than 12-months by (b) the number of stores open at the end of such period, exclusive of stores open for less than 12 months. Internet sales are excluded from the calculation.

(3) Sales per square foot is calculated by dividing (a) total sales including shoe department sales for stores open at the end of the year, excluding stores open for less than 12 months by (b) square footage for stores open at the end of the year, excluding stores open for less than 12 months. Internet sales are excluded from the calculation.

(4) Comparable store sales information for a period reflects stores open throughout that period and for the same 52-week period in the prior year and internet sales, except for the year 2012. Comparable store net sales increase for 2012 compares sales for the 52 weeks ended January 26, 2013 to the 52 weeks ended January 28, 2012. Comparable store sales does not include leased department commissions.

(5) See Note 2, “Restatement of Financial Statements” in the Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K for the effect of these corrections and changes.

(6) This period has been restated to conform with the corrections and changes as discussed in Note 2, “Restatement of Financial Statements” in the Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis set forth below in this Item 7 has been amended and restated to reflect the restatement of our financial statements as described in the Explanatory Note to this Annual Report on Form 10-K and in Note 2 of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

The following discussion should be read in conjunction with our audited Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-K. The following discussion and analysis contains forward-looking statements which involve risks and uncertainties, and our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the table of contents.

Overview

We are a national retailer offering the fashion merchandise, service and presentation of a better department or specialty store at prices comparable to off-price retail chains. Our focused assortment of merchandise features current-season moderate to better fashion apparel for women and men, as well as accessories, shoes and home fashions.

2012 Highlights

Comparable store sales for 2012 increased 2.7 percent compared to 2011 and total sales increased 4.6 percent. Net income for 2012 was $25.0 million or $0.57 per diluted share compared to $19.9 million or $0.44 per diluted share for 2011.

Cash and cash equivalents at year-end 2012 was $67.2 million after payment of a $43.8 million dividend, compared to $94.1 million at year-end 2011. We had no outstanding debt at fiscal year-end.

2013 Outlook

In 2013, we are continuing to embrace our value proposition with controlled couponing and even lower prices on selected merchandise. Our goal is to build on the sales increases we experienced in 2012 primarily by deepening our relationship with existing customers, attracting new customers and increasing our share of existing customers’ spending.

We expect the following factors to influence our business in 2013:

• The gross profit rate is expected to be slightly lower than in 2012 as we continue to manage our selling prices and couponing and from lower margins on e-commerce sales in the second half of the year.

• Selling, general and administrative (“SG&A”) expenses are expected to increase approximately $3-4 million as a result of the following:

• We will incur approximately $3.0 million in start-up costs related to the launch of our new e-commerce business and the transition of our supply chain from third-party to company-operated locations.

• Depreciation will increase by approximately $3.0 million as a result of recent years’ investments in capital.

• 2012 SG&A included the impact of certain expenses and income not expected to reoccur in 2013, including $4.0 million of professional fees related to the restatement of our financial statements and $2.1 million of breakage income on unused gift and merchandise return cards as a result of changes in breakage assumptions.

• The effective tax rate for the year is expected to be approximately 39.5 percent.

• Current plans are to open four stores, close three stores and relocate four stores to better locations in their respective markets in 2013.

• Capital expenditures for 2013 are expected to be approximately $34 million, including $14 million for continuing information system upgrades, $5 million for distribution center equipment and software, and the remainder for new and relocated stores, store remodels and new fixtures.

We will be launching our new e-commerce business in mid to late 2013 with a representative merchandise selection. This will enable us to reach new customers and increase our share of existing customers’ spend through a multi-channel approach. As noted above, this initiative will actually have a negative bottom line impact in 2013 from start-up costs and margins that are lower than for our brick and mortar stores due to relatively high fulfillment costs at our initial expected sales volume levels. This is an important initiative from which we expect significant future benefit as we grow our sales.

Another important initiative for 2013 is the transition of our supply chain distribution centers from third-party to company-operated locations beginning in the second quarter. While this change will not result in an immediate savings in distribution expenses due to start-up costs and an initial capital investment in equipment and software, this initiative offers an excellent return on our investment with positive impact starting in 2014.

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Results of Operations

The following table sets forth each line item of the Consolidated Statements of Income expressed as a percentage of net sales:

	2012			2011			2010
				(Restated)			(Restated)
Net sales		100.0	%		100.0	%		100.0	%
Cost of merchandise sold		72.2	%		72.9	%		72.3	%
Gross profit		27.8	%		27.1	%		27.7	%
Selling, general and administrative expenses		24.9	%		24.4	%		23.1	%
Operating income		2.9	%		2.7	%		4.6	%
Interest expense, net		0.0	%		0.0	%		0.0	%
Income before income taxes		2.9	%		2.7	%		4.6	%
Income tax expense (benefit)		0.9	%		1.0	%		(0.1	)%
Net income		2.0	%		1.7	%		4.7	%

2012 Compared to 2011

Net Sales. The following table provides net sales for fiscal 2012 compared to fiscal 2011 (dollar amounts in thousands):

	2012		2011		Increase
			(Restated)
Net sales	$	1,232,366	$	1,177,951	$	54,415
Sales percent increase:
Total net sales						4.6	%
Comparable store sales						2.7	%

The comparable store sales increase was driven by increases in the number of transactions, the average units per transaction, and average unit retail prices.

Gross Profit. The following table compares gross profit for fiscal 2012 to fiscal 2011 (dollar amounts in thousands):

	2012			2011			Increase
				(Restated)
Gross profit	$	342,630		$	319,616		$	23,014
Percentage of net sales		27.8	%		27.1	%		0.7	%

Gross profit as a percent of sales for 2012 increased from 2011 primarily due to lower markdowns resulting from our strategy of reducing coupons applicable to our regular-priced merchandise.

Selling, General and Administrative Expenses. The following table compares SG&A expenses for fiscal 2012 to fiscal 2011 (dollar amounts in thousands):

	2012			2011			Increase
				(Restated)
Selling, general and administrative expenses	$	306,407		$	287,184		$	19,223
Percentage of net sales		24.9	%		24.4	%		0.5	%

SG&A expenses increased primarily due to a $9.4 million increase in corporate expenses, $5.2 million increase in store expenses, $5.3 million increase in depreciation expense, $4.1 million decrease in credit card program income and a $1.0 million decrease in other income, partially offset by a $3.7 million decrease in advertising expenses and $2.1 million increase in breakage income on unused gift cards and merchandise return cards.

Corporate expenses increased primarily due to $4.0 million in legal and accounting costs related to the restatement as well as higher compensation and benefit costs. Store expenses increased primarily due to higher compensation costs, partially offset by a decrease in credit card interchange fees. Credit card program income decreased primarily due to a performance-based incentive from GE Capital Retail Bank (“GE”) related to the final program year of our prior co-brand agreement received in 2011 as well as the elimination of new account fees when we entered into the Amended and Restated Co-Brand and Private Label Credit Card Consumer Program Agreement

16

with GE in October 2011. Advertising expenses decreased due to the reduction of certain media usage. The increase in breakage income on unused gift cards and merchandise return cards is a result of an update in our breakage assumptions during the second quarter of 2012.

Income Taxes. The following table compares income tax expense for fiscal 2012 to fiscal 2011 (dollar amounts in thousands):

	2012			2011			Decrease
				(Restated)
Income tax expense	$	10,971		$	12,215		$	(1,244	)
Effective tax rate (“ETR”)		30.5	%		38.0	%		(7.5	)%

Income tax expense for 2012 was favorably impacted by non-taxable income related to the elimination of post-retirement life insurance benefit of $6.4 million.

2011 Compared to 2010

Net Sales. The following table provides net sales for fiscal 2011 compared to fiscal 2010 (dollar amounts in thousands):

	2011		2010		Decrease
	(Restated)		(Restated)
Net sales	$	1,177,951	$	1,201,081	$	(23,130	)
Sales percent decrease:
Total net sales						(1.9	)%
Comparable store sales						(1.1	)%

The comparable store sales decrease was driven by decreases in the number of transactions and the average units per transaction, partially offset by an increase in average unit retail prices.

Gross Profit. The following table compares gross profit for fiscal 2011 to fiscal 2010 (dollar amounts in thousands):

	2011			2010			Decrease
	(Restated)			(Restated)
Gross profit	$	319,616		$	332,666		$	(13,050	)
Percentage of net sales		27.1	%		27.7	%		(0.6	)%

Gross profit as a percent of sales decreased for 2011 from 2010 primarily due to higher occupancy and buying costs and the negative leverage on lower sales.

Selling, General and Administrative Expenses. The following table compares SG&A expenses for fiscal 2011 to fiscal 2010 (dollar amounts in thousands):

	2011			2010			Increase
	(Restated)			(Restated)
Selling, general and administrative expenses	$	287,184		$	277,330		$	9,854
Percentage of net sales		24.4	%		23.1	%		1.3	%

SG&A expenses increased $9.9 million due to a $9.3 million decrease in breakage income on unused gift cards and merchandise return cards, a $2.9 million increase in advertising expenses, a $2.7 million increase in corporate expenses, a $0.7 million increase in depreciation expense and a $0.4 million decrease in other income. These increases were partially offset by a $4.5 million decrease in stores expenses, $1.0 million higher income from the credit card program and $0.8 million decrease in asset impairment and store closing charges.

In 2010 we incurred a $1.2 million charge associated with changing our physical inventory process and recorded $9.7 million of income related to breakage on gift cards, neither of which reoccurred in 2011. The increase in corporate expenses include unfavorable market value changes in the cash surrender value of insurance contracts underlying our executive split-dollar insurance plans for 2011 compared to 2010 and higher information systems expenses. Store expense reductions include $3.5 million for the elimination of operating costs from closed stores and a $1.0 million savings in credit card interchange fees. The increase in credit card income includes a $1.6 million performance-based incentive related to the final year of our prior co-brand program agreement. Asset impairment and store closing charges decreased this year due to lower lease termination fees.

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Income Taxes. The following table compares income tax expense for fiscal 2011 to fiscal 2010 (dollar amounts in thousands):

	2011			2010			Increase
	(Restated)			(Restated)
Income tax expense (benefit)	$	12,215		$	(1,688	)	$	13,903
Effective tax rate (“ETR”)		38.0	%		(3.1	)%		41.1	%

Income tax expense for 2010 was favorably impacted by the reversal of the deferred tax asset valuation allowance established in 2008. Excluding this favorable tax adjustment, the ETR was 36.0 percent in 2010 due to favorable settlements of state income tax examinations. During 2011, there was no valuation allowance impact.

Liquidity and Capital Resources

Our primary source of liquidity is the sale of merchandise inventories. Capital requirements and working capital needs are funded through a combination of internally generated funds, available cash, credit terms from vendors and our revolving credit facility. Working capital is needed to support store inventories and capital investments for new store openings and to maintain existing stores. Historically, our working capital needs are lowest in the first quarter and highest at the end of the third quarter and beginning of the fourth quarter as we build inventories for the holiday selling season.

As of February 2, 2013, we had $67.2 million in cash and cash equivalents and $93.2 million of borrowing availability under our Credit Agreement. We believe that we will continue to generate positive cash flows from operations on a full year basis. Internally generated cash, along with our available cash and borrowing capacity under the revolving credit agreement, will provide the means needed to fund our operations.

The following table presents cash flows data for fiscal 2012, fiscal 2011 and fiscal 2010 (in thousands):

Cash provided by (used in):	2012			2011			2010
				(Restated)			(Restated)
Operating activities	$	71,339		$	64,584		$	49,093
Investing activities	$	(45,426	)	$	(38,012	)	$	(28,798	)
Financing activities	$	(52,733	)	$	(12,237	)	$	(20,886	)

Cash provided by operating activities

Net cash provided by operating activities was $71.3 million for fiscal 2012 compared to net cash provided by operating activities of $64.6 million for fiscal 2011. Cash provided by operating activities results primarily from operating income and changes in working capital. Cash provided by operating activities for fiscal 2012 was positively impacted by an income tax refund of approximately $6.6 million. Cash provided by operating activities for fiscal 2011 includes a positive working capital impact from lengthening vendor payment terms implemented in early 2011 which did not reoccur in 2012.

Net cash provided by operating activities was $64.6 million for fiscal 2011 compared to net cash provided by operating activities of $49.1 million for fiscal 2010. Cash provided by operating activities results primarily from operating income and changes in working capital. Cash provided by operating activities for fiscal 2011 includes a positive working capital impact from lengthening vendor payment terms implemented in early 2011.

Cash used in investing activities

Net cash used in investing activities was solely for capital expenditures. Capital expenditures in 2012, 2011 and 2010 include approximately $20 million, $20 million and $19 million, respectively, for systems improvements, with the largest portion for our new merchandise information system. The remaining capital amounts are for opening and remodeling stores, including upgrades to fitting rooms, lighting, flooring and fixtures. We also replaced our point-of-sale system hardware during 2011, primarily with assets acquired through capital leases.

We expect to invest approximately $34 million in capital expenditures in 2013, with $14 million for continuing information systems upgrades, $5 million for distribution center equipment and software and the remainder for new and relocated stores, store remodels and new fixtures. The cost of opening a new store ranges from $550,000 to $600,000 for fixtures, equipment, leasehold improvements and pre-opening costs (primarily advertising, stocking and training). Pre-opening costs are expensed at the time of opening. Initial inventory investment for a new store is approximately $800,000.

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Cash used in financing activities

Financing activities in 2012 include $43.8 million for payment of a special dividend of $1.00 per share. Financing activities for 2010 also include $22.2 million for payment of a special dividend of $0.50 per share. There were no dividends paid in 2011. During 2012 we repurchased 0.6 million shares of our common stock at a cost of $3.9 million. During 2011 we repurchased 1.7 million shares of our common stock at a cost of $12.1 million compared to 0.9 million shares at a cost of $7.1 million in 2010.

Capital lease payments were $6.1 million and $3.4 million for 2012 and 2011, respectively. There were no capital lease payments in 2010.

In October 2011, we entered into an amended and restated revolving credit agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. The Credit Agreement provides for a $100 million senior secured revolving credit facility which can be increased to $150 million. The Credit Agreement matures on February 28, 2017. The amount available for borrowing was $93.2 million at February 2, 2013 and is based on 90% of eligible credit card receivables and inventories less reserves, as defined in the Credit Agreement. The amount available for borrowing represents the capped borrowing base of $100 million reduced by outstanding letters of credit of $6.8 million. We did not use our revolving credit facility in 2012 or 2011, other than for outstanding letters of credit. We had no direct borrowings at February 2, 2013.

Impact of Inflation

Although we expect that our operations will be influenced by general economic conditions, including rising food, fuel and energy prices, we do not believe that inflation has had a material effect on our results of operations. However, there can be no assurance that our business will not be affected by such factors in the future.

Contractual Obligations

The following table sets forth our contractual obligations at February 2, 2013 (in thousands):

	Total		Less than 1 Year		1 – 2 Years		3 – 5 Years		After 5 Years
Operating leases	$	368,770	$	75,119	$	68,788	$	141,790	$	83,073
Capital leases		2,197		2,197		—		—		—
Purchase obligations (a)		112,570		112,570		—		—		—
Total	$	483,537	$	189,886	$	68,788	$	141,790	$	83,073

(a) Represent open purchase orders with vendors for merchandise not yet received and recorded on our Consolidated Balance Sheet.

The above table does not include long-term debt as we did not have any direct borrowings under our senior revolving credit facility at February 2, 2013. Other long-term liabilities on the balance sheet include the liability for unrecognized tax benefits, deferred compensation, deferred rent liability, postretirement benefit liability and other long-term liabilities that do not have specific due dates, so are excluded from the preceding table. Other long-term liabilities also include long-term store closing reserves, a component of which is future minimum payments under non-cancelable leases for closed stores. These future minimum lease payments for these closed stores total $1.9 million and are included in the above table.

Off-Balance Sheet Arrangements

We have outstanding standby letters of credit totaling $6.8 million securing certain insurance programs at February 2, 2013. If certain conditions were to occur under these arrangements, we would be required to satisfy the obligations in cash. Due to the nature of these arrangements and based on historical experience, we do not expect to make any payments; therefore, the letters of credit are excluded from the preceding table. There are no other off-balance sheet arrangements that could affect our financial condition.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and related disclosure of contingent assets and liabilities. Management bases its estimates and judgments on historical experience and other relevant factors, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. While we believe that the historical experience and other factors considered provide a meaningful basis for the accounting policies applied in the preparation of the financial statements, we cannot guarantee that our estimates and assumptions will be accurate, which could require adjustments of these estimates in future periods. A summary of the more significant accounting policies follows.

Retail Inventory Method and Inventory Valuation. Inventories are valued using the lower of cost or market value, determined by the retail inventory method. Under the retail inventory method (“RIM”), the valuation of inventories at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventories. RIM is an averaging method that is widely used in the retail industry due to its practicality. The use of the retail inventory method results in valuing inventories at lower of cost or market as permanent markdowns are currently taken as a reduction of the retail value of inventories. Inherent in the RIM calculation are certain significant

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management judgments and estimates including, among others, merchandise markon, markup, markdowns and shrinkage, which significantly affect the ending inventory valuation at cost as well as the corresponding charge to cost of goods sold. In addition, failure to take appropriate permanent markdowns currently can result in an overstatement of inventory.

We perform physical inventory counts at all stores annually. Included in the carrying value of merchandise inventories is a reserve for shrinkage. Shrinkage is estimated based on historical physical inventory results as a percentage of sales for the year. The difference between actual and estimated amounts in any year may cause fluctuations in quarterly results, but is not a factor in full year results.

Vendor Allowances. We receive allowances from some of our vendors primarily related to markdown reimbursement, damaged/defective merchandise and vendor compliance issues. Vendor allowances are recorded when earned. Allowances received from vendors related to profitability of inventory recently sold are reflected as reductions to cost of merchandise sold in the later of the period that the merchandise markdown is incurred or the allowance is negotiated. Allowances received from vendors related to damaged/defective inventory are reflected as reductions to the cost of merchandise as it is received. Allowances received due to vendors’ failure to comply with our policies (primarily violations of shipping and merchandise preparation requirements) are reflected as a reduction of the cost of the merchandise when compliance issues are identified during the receiving process. Although it is unlikely that there will be a significant reduction in historical levels of vendor support, if a reduction were to occur, we could experience higher cost of merchandise sold.

Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors used in the review include management’s plans for future operations, recent operating results and projected cash flows. For long-lived assets held for use, an impairment loss is recognized if the sum of the future undiscounted cash flows from the use of the assets is less than the carrying value of the assets. The amount of the impairment charge is the excess of the carrying value of the asset over its fair value. Fair value, as used in our asset impairment calculations, is based on the best information available, including prices for similar assets. Impairment reviews are performed for individual stores during the fourth quarter, or more frequently should circumstances change. A significant change in cash flows could result in an increase in asset impairment charges. During 2012, 2011 and 2010, we recorded $0.5 million, $1.2 million and $1.2 million, respectively, in asset impairment charges.

Store Closing Costs. We record costs associated with store closing activities when they are incurred, generally the cease-use date. Lease termination costs are recorded net of estimated sublease income that could reasonably be obtained for the properties. In the event we are not successful in subleasing closed store locations, additional store closing costs may be recorded. During 2012, 2011 and 2010, we recorded $1.0 million, $1.2 million and $1.9 million, respectively, in store closing charges.

Insurance Reserves. We use a combination of insurance and self-insurance for various risks including workers’ compensation, general liability and associate-related health care benefits. We are responsible for paying the claims that are less than the insured limits. The reserves recorded for these claims are actuarially estimated based on claims filed and claims incurred but not reported. These reserve estimates are adjusted based upon actual claims filed and settled. The estimated accruals for these reserves could be significantly affected if future claims differ from historical trends and other actuarial assumptions. As of February 2, 2013 and January 28, 2012, insurance reserves of $16.8 million and $16.5 million, respectively, were included in Accrued expenses and other current liabilities and Other liabilities. Historically, our actuarial estimates have not been materially different from actual results.

Valuation Allowance for Deferred Tax Assets. Income tax accounting guidance requires that companies assess whether valuation allowances should be established against deferred tax assets based on consideration of all available evidence using a “more likely than not” standard. In making such assessments, significant weight is to be given to evidence that can be objectively verified. A company’s current or previous losses are given more weight than its future outlook.

We perform a quarterly assessment of our net deferred tax assets to determine realization. There was no valuation allowance required as of February 2, 2013 or January 28, 2012. As of January 30, 2010, the Company had a valuation allowance on its net deferred tax asset which was released in 2010.

Income Tax Reserves. We record liabilities for uncertain tax positions related to federal and state income taxes. These liabilities reflect our best estimate of our ultimate income tax liability based on the tax code, regulations, and pronouncements of the jurisdictions in which we do business. Estimating our ultimate tax liability involves significant judgments regarding the application of complex tax regulations across many jurisdictions. If actual results differ from estimated results, our effective tax rate and tax balances could be affected. As such, these estimates may require adjustment in the future as additional facts become known or as circumstances change.

For a complete listing of our significant accounting policies, see Note 1 of the Notes to Consolidated Financial Statements.

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Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) amended Accounting Standards Codification (“ASC”) Topic 220, Comprehensive Income. The amended guidance requires most entities to present changes in net income and other comprehensive income in either a single statement of comprehensive income or two separate, but consecutive, statements. The objective of these amendments is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. We adopted this guidance in fiscal 2012 and have included the addition of the Consolidated Statements of Comprehensive Income in our financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk primarily through borrowings under our revolving credit facility which are at variable rates. The facility permits debt commitments up to $100 million, which can be increased to $150 million, has a February 2017 maturity date and bears interest at spreads over the prime rate and LIBOR. We had no borrowings under our revolving credit facility during 2012, other than fees charged by the lender and outstanding letters of credit.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and the Report of Independent Registered Certified Public Accounting Firm thereon are filed pursuant to this Item 8 and are included in this report beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. In light of the material weaknesses described below, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of the date of that evaluation.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of February 2, 2013. In making this assessment, management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management concluded that our internal control over financial reporting was not effective as of February 2, 2013 due to the identification of the material weaknesses discussed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on this definition, management has concluded that the material weaknesses noted below existed in the Company’s internal control over financial reporting.

The following material weaknesses were identified in 2012. These led to errors which resulted in the need to restate our 2010 and 2011 financial statements and our interim financial statements for the first quarter of 2012 and each interim period in 2011. The resulting misstatements are more fully described in Note 2 Restatement of Previously Issued Financial Statements in the financial statements included in this Form 10-K.

Inventory Markdowns: We did not maintain effective internal controls over inventory markdowns that impacted the valuation and accuracy of the accounting for and disclosures of Inventory and Cost of merchandise sold. Specifically, we did not design effective controls for the finance department to monitor and evaluate the appropriate accounting for markdowns. Additionally, our finance and merchandising departments did not communicate effectively so that the finance department could develop appropriate accounting policies relative to markdowns. Because the Company values inventories at the lower of average cost or market on a first-in, first-out basis using the retail

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inventory method of accounting, the characterization of markdowns as either permanent or promotional has a direct impact on the calculation of ending inventory value and thus cost of merchandise sold. More specifically, inventory is reduced by permanent markdowns for all on-hand units at the time the markdown is taken but is not reduced by promotional markdowns until the units are sold. These material weaknesses resulted in the misstatement of our Inventory and Cost of merchandise sold.

Leasehold improvement costs: We did not maintain effective internal controls over leasehold improvements that impacted the presentation and disclosure and accuracy of the accounting for and disclosures of Prepaid expenses and other current assets, Property and equipment, net, Other assets, Other liabilities, Cost of merchandise sold and Selling, general & administrative expenses. Specifically, we did not design effective controls for financial management to adequately validate the assertions made by real estate operations management regarding the future value of leasehold improvements made by the Company and consequently did not record tenant improvement allowances (“TIA”) provided by landlords for our stores in accordance with accounting standards. TIA provided as leasehold incentives to us was thus improperly netted against property and equipment instead of being accounted for as a deferred rent credit. This material weakness resulted in the misstatement of our Prepaid expenses and other current assets, Property and equipment, net, Other assets, Other liabilities, Cost of merchandise sold and Selling, general & administrative expenses.

Compensated absences (paid vacation): We did not maintain effective internal controls over the establishment of compensated absences (paid vacation) accruals that impacted accuracy, completeness and valuation of the accounting for and disclosures of Accrued expenses and other current liabilities and Selling, general and administrative expenses. Specifically, we did not design effective controls for financial management to effectively communicate with human resources personnel to fully understand the Company’s vacation policy. The Company’s vacation policy is an “earn in one year, take in the next” policy whereby at the end of any year, the policy leaves associates with a full year of earned, but untaken vacation. In the past, the policy was incorrectly interpreted by financial management to be an “earn and take in the same year” policy; thus the Company has historically not recorded a vacation accrual. This material weakness resulted in the misstatement of our Accrued expenses and other current liabilities and Selling, general and administrative expenses.

Indirect overhead cost capitalization: We did not maintain effective internal controls over indirect overhead cost capitalization that impacted the valuation and accuracy of the accounting for and disclosures of Inventory and Cost of merchandise sold. Specifically, we did not design effective controls to calculate the indirect cost capitalization adjustment in interim periods. Although we have a control in place to evaluate the key assumptions and the resulting calculation of the indirect cost capitalization adjustment on an annual basis, we did not conduct an analysis at interim period ends. This material weakness resulted in the misstatement of our Inventory and Cost of merchandise sold in interim periods.

Software assets amortization periods and retirements: We did not maintain effective internal controls over the appropriate amortization periods and the timing of retirements of software assets that impact the accuracy, completeness, presentation and disclosure of the accounting for and disclosures of Prepaid expenses and other current assets, Property and equipment, net, and Selling, general and administrative expenses. Specifically, we did not design effective controls for information technology personnel to effectively communicate the nature of certain software expenditures to the finance department resulting in the amortization of software costs over an improper period. Additionally, we did not design effective controls for financial management to effectively communicate with information technology personnel to timely identify and remove retired software assets from the accounting records. These material weaknesses resulted in the misstatement of our Prepaid expenses and other current assets, Property and equipment, net, and Selling, general and administrative expenses.

The material weaknesses set forth above have caused us to conclude that we had a material weakness in our control environment related to the level of information and communication between the finance department and other departmental functions being insufficient in preventing and detecting material misstatements to the Company’s financial statements. This material weakness contributed to the above material weaknesses.

The following additional material weakness was identified in the third quarter of 2011 and still existed as of February 2, 2013:

Information technology communication: We did not maintain effective internal controls over information technology communication that impacted the accuracy and valuation of the accounting for and disclosures of cost of merchandise sold and inventory. Specifically, we did not design effective controls for our IT department to effectively communicate system incidents to the appropriate personnel. We determined that IT operations personnel followed protocols for issue resolution; however, because of the uniqueness and potential impacts of certain incidents, further escalation to the finance organization should have occurred. IT personnel did not notify the finance organization that historical records had been removed to free up system capacity and that certain transactions had been reprocessed. This prevented accounting personnel from identifying an error in the Perpetual System unit balances and analyzing the potential impact related to permanent markdowns on a timely basis. This material weakness resulted in an adjustment in the third quarter of 2011 to cost of merchandise sold and inventory by not recording all permanent markdowns actually taken.

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The above material weaknesses could result in further misstatement of the financial statements or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

The effectiveness of the Company’s internal control over financial reporting as of February 2, 2013 has been audited by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, as stated in their report which is included on page F-1 herein.

Remediation Efforts to Address Material Weaknesses

In November 2012, our Board of Directors created an Accounting Review Committee to review the accounting errors that led to our financial statement restatement. The Accounting Review Committee focused its attention on the issue of inventory markdowns. The Accounting Review Committee retained a national law firm, which engaged a national consulting firm that specializes in accounting services, to commence a full review of the Company’s past practices for inventory markdowns. Based upon its review, the Accounting Review Committee found no misconduct or intention to misstate financial results by current or former employees or directors.

Our management has discussed the material weaknesses described above with our Audit Committee and external auditors. To remediate the material weaknesses we have implemented, are implementing and/or plan to implement a number of measures, including those listed below.

Identified in 2012:

Inventory Markdowns: We are implementing the following activities in 2013 to remediate the markdown material weaknesses noted above: 1) Merchandising and financial management will update the existing policies and procedures to reflect the agreed upon characteristics of markdowns as promotional or permanent; 2) At quarter end, financial management will review markdown activity to determine if all items have been recorded in accordance with markdown policies; 3) At quarter end financial management will meet with merchandising management to review the seasonal inventory levels. Based on this analysis they will assess comparability and appropriateness of permanent markdowns and related markdown levels; 4) Financial management will review promotional markdowns in detail to determine whether pricing actions before and after quarter end indicate situations where markdowns should be more appropriately identified as permanent; and 5) Financial management will approve changes, if any, in seasonal merchandise mark out-of-stock dates.

Leasehold improvement costs: We are implementing the following activities in 2013 to remediate the leasehold accounting material weakness noted above: 1) The existing policy and procedures related to leases will be updated to reflect the proper accounting treatment of lease terms and financial management will review the terms of all new leases that contain TIA in accordance with the new policy to determine that leasehold improvements and deferred rent credits are correctly recorded; 2) The finance department will meet with real estate management annually to review the lease accounting policy and validate the underlying assertions made by the real estate department upon which the policy is predicated; and 3) We will be purchasing a software application that in addition to streamlining our processes for tracking and recording leases will facilitate communication between finance and our real estate department.

Compensated absences (paid vacation): We are implementing the following activities in 2013 to remediate the compensated absences (paid vacation) material weakness noted above: The accounting policy for recording accrued vacation will be updated by the finance department to reflect the proper accounting treatment of compensated absences (paid vacation) in accordance with the Company’s vacation policy and changes to the Company’s vacation policy will require approval by the finance department. Additionally, financial management will review and approve the vacation accrual on a quarterly basis and determine that the accrual calculation is consistent with the Company’s vacation policy.

Indirect overhead cost capitalization: We are implementing the following activities in 2013 to remediate the indirect cost capitalization material weakness noted above: The accounting policy for recording the indirect cost capitalization adjustment will be changed to include quarterly review of the indirect overhead rate assumptions and preparation of the resulting inventory adjustment on a quarterly basis. Additionally, financial management will review and approve the indirect cost capitalization adjustment on a quarterly basis.

Software assets amortization periods and retirements: In the fourth quarter of 2012, we implemented the following activities to remediate the software assets amortization periods and retirements material weaknesses noted above: Financial management reviews software asset additions with IT personnel and approves the software asset amortization period and capitalization prior to recording in the fixed asset subledger. For retirements, we added procedures for IT personnel and financial management to review the software assets listing to identify assets no longer in use on an annual basis.

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Identified in the third quarter of 2011:

Information technology communication: We implemented the following activities to remediate the information technology material weakness noted above: 1) In the first quarter of 2012, we added procedures to regularly review systematic schedule changes that have been temporarily placed on hold; 2) In the first quarter of 2012, we monitored the capacity issue on our legacy inventory system on a daily basis until we replaced the system in May 2012; and 3) In the fourth quarter of 2012, we implemented procedures to ensure formal communication and documentation with finance and other department heads related to issue resolution.

In addition to the remediation efforts set forth above, beginning in the fourth quarter of 2012 we re-evaluated the composition and structure of our finance organization and made several changes including replacing associates in several key positions, modifying associate responsibilities, adding resources and realigning reporting assignments to strengthen the skills and capabilities of the organization to improve the level of information and communication between departmental functions. Additionally, we are implementing a quarterly sub-certification process whereby all members of upper management and certain other management will review our filings and confirm their responsibility for, among other things, the effectiveness of key controls in their functional areas and that they are unaware of inaccuracies or omissions in our financial statements.

Changes in Internal Control Over Financial Reporting

As discussed above, there were changes in the Company’s internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to the disclosure found in the Proxy Statement for our June 18, 2013 Annual Meeting of Stockholders.

We have adopted a code of conduct applicable to all of our officers, directors and employees, including the principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of conduct may be found on our web site at www.steinmart.com. We intend to post notice of any waiver from, or amendment to, any provision of our code of conduct on our web site.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to the disclosure found in the Proxy Statement for our June 18, 2013 Annual Meeting of Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated herein by reference to the disclosure found in the Proxy Statement for our June 18, 2013 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to the disclosure found in the Proxy Statement for our June 18, 2013 Annual Meeting of Stockholders.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated herein by reference to the disclosure found in the Proxy Statement for our June 18, 2013 Annual Meeting of Stockholders.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following financial statements and exhibits are filed as part of this report or are incorporated herein as indicated.

1. List of Financial Statements

	Page
Report of Independent Registered Certified Public Accounting Firm		F–1
Consolidated Balance Sheets		F–3
Consolidated Statements of Income		F–4
Consolidated Statements of Comprehensive Income		F–5
Consolidated Statements of Shareholders’ Equity		F–6
Consolidated Statements of Cash Flows		F–7
Notes to Consolidated Financial Statements		F–8

2. List of Financial Statement Schedules

All schedules are omitted because they are not applicable or the required information is presented in the financial statements or notes thereto.

3. List of Exhibits

See “Exhibit Index”, which is incorporated herein by reference.

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading. Additional information about the Company may be found elsewhere in this report and the Company’s other public files, which are available without charge through the SEC’s website at http://www.sec.gov.

Unless otherwise indicated below, the Commission file number to the exhibit is No. 0-20052.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		STEIN MART, INC.
Date: May 3, 2013	By:	/s/ Jay Stein
		Jay Stein
		Chairman of the Board and Interim Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the 3rd day of May, 2013.

/s/ Jay Stein	/s/ Susan Falk
Jay Stein	Susan Falk
Chairman of the Board and Interim Chief Executive Officer	Director
(Principal Executive Officer)
/s/ John H. Williams, Jr.	/s/ Linda M. Farthing
John H. Williams, Jr.	Linda M. Farthing
Vice Chairman of the Board	Director
/s/ Gregory W. Kleffner	/s/ Mitchell W. Legler
Gregory W. Kleffner	Mitchell W. Legler
Executive Vice President and Chief Financial Officer	Director
(Principal Financial Officer)
/s/ Randy Pianin	/s/ Robert L. Mettler
Randy Pianin	Robert L. Mettler
Senior Vice President and Controller	Director
(Principal Accounting Officer)
/s/ Ralph Alexander	/s/ Richard L. Sisisky
Ralph Alexander	Richard L. Sisisky
Director	Director
/s/ Alvin R. Carpenter	/s/ Martin E. Stein, Jr.
Alvin R. Carpenter	Martin E. Stein, Jr.
Director	Director
/s/ Irwin Cohen
Irwin Cohen
Director

26

Report of Independent Registered Certified Public Accounting Firm

To the Board of Directors

and Shareholders of Stein Mart, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, present fairly, in all material respects, the financial position of Stein Mart, Inc. and its subsidiaries at February 2, 2013 and January 28, 2012, and the results of their operations and their cash flows for each of the three fiscal years in the period ended February 2, 2013 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of February 2, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) because material weaknesses in internal control over financial reporting related to the following existed as of that date:

• Control environment related to the level of information and communication between the finance department and other departmental functions being insufficient in preventing and detecting material misstatements to the Company’s financial statements.

• Inventory markdowns: The Company did not design effective controls for (i) the finance department to monitor and evaluate the appropriate accounting for markdowns, and (ii) the finance and merchandising departments to effectively communicate so that the finance department could develop appropriate accounting policies relative to markdowns.

• Leasehold improvement costs: The Company did not design effective controls for financial management to adequately validate the assertions made by real estate operations management regarding the future value of leasehold improvements made by the Company, and consequently did not record tenant improvement allowances provided by landlords for the stores in accordance with accounting standards.

• Compensated absences (paid vacation): The Company did not design effective controls for financial management to effectively communicate with human resources personnel to fully understand the Company’s vacation policy.

• Indirect overhead cost capitalization: The Company did not design effective controls to calculate the indirect cost capitalization adjustment in interim periods.

• Software assets amortization periods and retirements: The Company did not design effective controls for (i) information technology personnel to effectively communicate the nature of certain software expenditures to the finance department resulting in the amortization of software costs over an improper period and (ii) financial management to effectively communicate with information technology personnel to timely identify and remove retired software assets from the accounting records.

• Information technology communication: The Company did not design effective controls for the IT department to effectively communicate system incidents to the appropriate personnel.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the February 2, 2013 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in management’s report referred to above. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the

F-1

overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company has restated its January 28, 2012 and January 29, 2011 financial statements to correct for errors.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Jacksonville, Florida

May 3, 2013

F-2

Stein Mart, Inc.

Consolidated Balance Sheets

(In thousands, except for share and per share data)

	February 2, 2013			January 28, 2012
				(Restated) (1)
ASSETS
Current assets:
Cash and cash equivalents	$	67,233		$	94,053
Inventories		243,345			218,832
Prepaid expenses and other current assets		22,855			34,139
Total current assets		333,433			347,024
Property and equipment, net		131,570			109,990
Other assets		26,706			22,569
Total assets	$	491,709		$	479,583
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	130,972		$	106,063
Accrued expenses and other current liabilities		66,109			68,063
Total current liabilities		197,081			174,126
Other liabilities		60,594			55,786
Total liabilities		257,675			229,912
COMMITMENTS AND CONTINGENCIES (Notes 6 and 10)
Shareholders’ equity:
Preferred stock – $.01 par value; 1,000,000 sharesauthorized; no shares issued or outstanding
Common stock – $.01 par value; 100,000,000 sharesauthorized; 43,808,485 and 43,588,821 shares issued and outstanding, respectively		438			436
Additional paid-in capital		17,491			15,268
Retained earnings		216,574			235,386
Accumulated other comprehensive loss		(469	)		(1,419	)
Total shareholders’ equity		234,034			249,671
Total liabilities and shareholders’ equity	$	491,709		$	479,583

(1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Stein Mart, Inc.

Consolidated Statements of Income

(In thousands, except for per share amounts)

	Year Ended		Year Ended		Year Ended
	February 2, 2013		January 28, 2012		January 29, 2011
			(Restated) (1)		(Restated) (1)
Net sales	$	1,232,366	$	1,177,951	$	1,201,081
Cost of merchandise sold		889,736		858,335		868,415
Gross profit		342,630		319,616		332,666
Selling, general and administrative expenses		306,407		287,184		277,330
Operating income		36,223		32,432		55,336
Interest expense, net		225		286		338
Income before income taxes		35,998		32,146		54,998
Income tax expense (benefit)		10,971		12,215		(1,688	)
Net income	$	25,027	$	19,931	$	56,686
Net income per share:
Basic	$	0.57	$	0.45	$	1.28
Diluted	$	0.57	$	0.44	$	1.26
Weighted-average shares outstanding:
Basic		42,639		43,482		42,780
Diluted		42,828		43,721		43,592

(1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Stein Mart, Inc.

Consolidated Statements of Comprehensive Income

(In thousands)

	Year Ended		Year Ended			Year Ended
	February 2, 2013		January 28, 2012			January 29, 2011
			(Restated) (1)			(Restated) (1)
Net income	$	25,027	$	19,931		$	56,686
Other comprehensive income (loss), net of tax:
Change in post-retirement benefit obligations		950		(1,875	)		(122	)
Comprehensive income	$	25,977	$	18,056		$	56,564

(1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Stein Mart, Inc.

Consolidated Statements of Shareholders’ Equity

(In thousands)

													Accumulated
							Additional						Other			Total
	Common Stock						Paid-in			Retained			Comprehensive			Shareholders’
	Shares			Amount			Capital			Earnings			Income (Loss)			Equity
Balance at January 30, 2010
As previously reported		42,872		$	429		$	15,977		$	198,705		$	578		$	215,689
Adjustments (1)		—			—			—			(17,703	)		—			(17,703	)
As restated		42,872			429			15,977			181,002			578			197,986
Net income											56,686						56,686
Other comprehensive loss, net of tax														(122	)		(122	)
Common shares issued under stock option plan		912			9			737									746
Common shares issued under employee stock purchase plan		145			1			765									766
Reacquired shares		(871	)		(8	)		(7,094	)								(7,102	)
Issuance of restricted stock, net		1,339			13			(13	)								—
Share-based compensation								3,759									3,759
Tax benefit from equity issuances								6,995									6,995
Cash dividends paid ($0.50 per share)											(22,233	)					(22,233	)
Balance at January 29, 2011 (Restated) (1)		44,397			444			21,126			215,455			456			237,481
Net income											19,931						19,931
Other comprehensive loss, net of tax														(1,875	)		(1,875	)
Common shares issued under stock option plan		270			3			2,147									2,150
Common shares issued under employee stock purchase plan		112			1			740									741
Reacquired shares		(1,654	)		(17	)		(12,124	)								(12,141	)
Issuance of restricted stock, net		464			5			(5	)								—
Share-based compensation								3,821									3,821
Tax deficiency from equity issuances								(437	)								(437	)
Balance at January 28, 2012 (Restated) (1)		43,589			436			15,268			235,386			(1,419	)		249,671
Net income											25,027						25,027
Other comprehensive income, net of tax														950			950
Common shares issued under stock option plan		24			—			100									100
Common shares issued under employee stock purchase plan		64			1			370									371
Reacquired shares		(575	)		(6	)		(3,933	)								(3,939	)
Issuance of restricted stock, net		706			7			(7	)								—
Share-based compensation								6,203									6,203
Tax deficiency from equity issuances								(510	)								(510	)
Cash dividends paid ($1.00 per share)											(43,839	)					(43,839	)
Balance at February 2, 2013		43,808		$	438		$	17,491		$	216,574		$	(469	)	$	234,034

(1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Stein Mart, Inc.

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended			Year Ended			Year Ended
	February 2, 2013			January 28, 2012			January 29, 2011
				(Restated) (1)			(Restated) (1)
Cash flows from operating activities:
Net income	$	25,027		$	19,931		$	56,686
Adjustments to reconcile net income to net cashprovided by operating activities:
Depreciation and amortization		23,911			18,614			17,779
Share-based compensation		6,203			3,821			3,759
Store closing charges		996			793			3,128
Impairment of property and other assets		523			1,166			1,150
Loss on disposal of property and equipment		1,324			77			117
Deferred income taxes		2,916			12,247			11,146
Change in valuation allowance for deferred tax assets		—			—			(23,509	)
Tax (deficiency) benefit from equity issuances		(510	)		(437	)		6,995
Excess tax benefits from share-based compensation		(640	)		(375	)		(6,937	)
Changes in assets and liabilities:
Inventories		(24,513	)		10,864			(13,463	)
Prepaid expenses and other current assets		11,836			(12,986	)		(3,291	)
Other assets		(4,137	)		(3,515	)		(1,467	)
Accounts payable		24,909			10,518			15,227
Accrued expenses and other current liabilities		450			(3,518	)		(12,342	)
Other liabilities		3,044			7,384			(5,885	)
Net cash provided by operating activities		71,339			64,584			49,093
Cash flows from investing activities:
Capital expenditures		(45,426	)		(38,012	)		(28,798	)
Net cash used in investing activities		(45,426	)		(38,012	)		(28,798	)
Cash flows from financing activities:
Cash dividends paid		(43,839	)		—			(22,233	)
Capital lease payments		(6,066	)		(3,362	)		—
Excess tax benefits from share-based compensation		640			375			6,937
Proceeds from exercise of stock options and other		471			2,891			1,512
Repurchase of common stock		(3,939	)		(12,141	)		(7,102	)
Net cash used in financing activities		(52,733	)		(12,237	)		(20,886	)
Net (decrease) increase in cash and cash equivalents		(26,820	)		14,335			(591	)
Cash and cash equivalents at beginning of year		94,053			79,718			80,309
Cash and cash equivalents at end of year	$	67,233		$	94,053		$	79,718
Supplemental disclosures of cash flow information:
Income taxes paid	$	9,891		$	12,374		$	9,580
Property and equipment acquired through capital lease		1,912			9,713			—
Interest paid		323			337			388

(1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

The accompanying notes are an integral part of these consolidated financial statements.

F-7

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

1. Summary of Significant Accounting Policies and Other Information

As of February 2, 2013 we operated a chain of 263 retail stores in 29 states that offers the fashion merchandise, service and presentation of a better department or specialty store at prices competitive with off-price retail chains.

As used herein, the terms “we”, “our”, “us”, “Stein Mart” and the “Company” refer to Stein Mart, Inc. and its wholly-owned subsidiaries, Stein Mart Buying Corp. and Stein Mart Holding Corp.

Consolidation. The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts have been eliminated in consolidation.

Fiscal Year End. Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2012, 2011 and 2010 ended on February 2, 2013, January 28, 2012 and January 29, 2011, respectively. Fiscal 2012 included 53 weeks. Fiscal 2011 and 2010 included 52 weeks. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents. Cash and cash equivalents include primarily investments in money market funds. The money market fund investments are Level 1 assets because fair value is based on readily available market prices. The fair value of these assets was $55.2 million at February 2, 2013 and $83.1 million at January 28, 2012.

Also included in cash and cash equivalents are cash on hand in the stores, deposits with banks and amounts due from credit card transactions with settlement terms of five days or less. Credit and debit card receivables included within cash were $8.9 million and $8.5 million at February 2, 2013 and January 28, 2012, respectively.

Retail Inventory Method and Inventory Valuation. Inventories are valued using the lower of cost or market value, determined by the retail inventory method. Under the retail inventory method (“RIM”), the valuation of inventories at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventories. RIM is an averaging method that is widely used in the retail industry due to its practicality. The use of the retail inventory method results in valuing inventories at lower of cost or market as permanent markdowns are currently taken as a reduction of the retail value of inventories. Inherent in the RIM calculation are certain significant management judgments and estimates including, among others, merchandise markon, markup, markdowns and shrinkage, which significantly affect the ending inventory valuation at cost as well as the corresponding charge to cost of goods sold. In addition, failure to take appropriate permanent markdowns currently can result in an overstatement of inventory.

Vendor Allowances. We receive allowances from some of our vendors primarily related to markdown reimbursement, damaged/defective merchandise and vendor compliance issues. Vendor allowances are recorded when earned in accordance with Accounting Standards Codification (“ASC”) Topic 605-50, Revenue Recognition, Customer Payments and Incentives. Allowances received from vendors related to profitability of inventory recently sold are reflected as reductions to cost of merchandise sold in the later of the period that the merchandise markdown is incurred or the allowance is negotiated. Allowances received from vendors related to damaged/defective inventory are reflected as reductions to the cost of merchandise as it is received. Allowances received due to compliance issues (primarily violations of shipping and merchandise preparation requirements) are reflected as a reduction to the cost of the merchandise when negotiated.

Property and Equipment. Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over estimated useful lives of 3-10 years for fixtures, equipment and software and 5-10 years for leasehold improvements. Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the term of the lease. We capitalize costs associated with the acquisition or development of software for internal use. We only capitalize subsequent additions, modifications or upgrades to internal-use software to the extent that such changes increase functionality. We expense software maintenance and training costs as incurred.

Impairment of Long-Lived Assets. We follow the guidance in ASC Topic 360, Property, Plant and Equipment, which requires impairment losses to be recorded on long-lived assets used in operations whenever events or changes in circumstances indicate that the net carrying amounts may not be recoverable. For long-lived assets held for use, an impairment loss is recognized if the sum of the future

F-8

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

undiscounted cash flows from the use of the assets is less than the carrying value of the assets. The amount of the impairment is the excess of the carrying value of the asset over its fair value. Fair value is based on the best information available, including prices for similar assets. Impairment reviews are performed for individual stores during the fourth quarter, or more frequently should circumstances change. Factors used in the review include management’s plans for future operations, recent operating results and projected cash flows. See Note 3 for further discussion.

Fair Value Measurements. We follow the guidance of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This guidance also establishes the following three-level hierarchy based upon the transparency of inputs to the valuation of an asset or liability on the measurement date:

Level 1:	Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
Level 2:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3:	Unobservable inputs that reflect assumptions about what market participants would use in pricing assets or liabilities based on the best information available.

Assets and liabilities measured at fair value on a recurring basis include cash and cash equivalents. Assets and liabilities measured on a non-recurring basis include store related assets as used in our impairment calculations. See Note 3 for further discussion.

Store Closing Costs. We follow the guidance in ASC Topic 420, Exit or Disposal Cost Obligations, to record store closing costs. ASC Topic 420 requires the recognition of costs associated with exit or disposal activities when they are incurred, generally the cease-use date. Lease termination costs are recorded net of estimated sublease income that could reasonably be obtained for the properties.

Insurance Reserves. We use a combination of insurance and self-insurance for various risks including workers’ compensation, general liability and associate-related health care benefits, a portion of which is paid by the covered employees. We are responsible for paying the claims that are less than the insured limits. The reserves recorded for these claims are estimated actuarially, based on claims filed and claims incurred but not reported. These reserve estimates are adjusted based upon actual claims filed and settled.

Store Pre-Opening Costs. Costs incurred prior to the date that new stores open are expensed as incurred.

Comprehensive Income. Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to gains and losses that, under generally accepted accounting principles, are recorded as an element of shareholders’ equity but are excluded from net income. Accumulated other comprehensive (loss) income in 2012, 2011, and 2010 includes changes in postretirement benefits. See Note 8 for further discussion.

Revenue Recognition. Revenue from sales of our merchandise is recognized at the time of sale, net of any returns, discounts and percentage-off coupons. Future merchandise returns are estimated based on historical experience. Sales tax collected from customers is not recognized as revenue and is included in Accrued expenses and other current liabilities until paid. Shoe department inventory is owned by a single supplier under a supply agreement. Our percentage of net revenue per the supply agreement is included in Net sales in the Consolidated Statements of Income.

We offer electronic gift cards and electronic merchandise return cards to our customers. These cards do not have expiration dates. No revenue is recognized at the time gift cards are sold; rather, the issuance is recorded as a liability to customers. At the time merchandise return cards are issued for returned merchandise, the sale is reversed and the issuance is recorded as a liability to customers. These card liabilities are reduced and sales revenue is recognized when cards are redeemed for merchandise. Card liabilities are included within Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

F-9

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

During the second quarter of 2012, we updated certain assumptions on our obligations for unused gift and merchandise return card balances. In 2012, 2011 and 2010, we recognized $3.0 million, $1.0 million and $10.3 million, respectively, of breakage income on unused gift and merchandise return cards. Breakage income is recognized when the likelihood of the card being redeemed by the customer is remote and we have determined that there is no legal obligation to remit card balances to relevant jurisdictions. We follow the Redemption Recognition Method to account for breakage of unused cards where breakage is recognized as cards are redeemed for the purchase of merchandise based upon a historical breakage rate over an estimated redemption period. Breakage income is recorded within Selling, general and administrative expenses (“SG&A”) in the Consolidated Statements of Income.

Co-Brand and Private Label Credit Card Programs. We offer a co-branded credit card and a private label credit card under the Stein Mart brand. These cards are issued by a third-party bank, GE Capital Retail Bank (“GE”). GE extends credit directly to cardholders and provides all servicing for the credit card accounts and bears all credit and fraud losses. Once a card is activated, the co-branded credit card customers are eligible to participate in the credit card rewards program, which provides for an incentive to cardholders in the form of reward certificates upon the cumulative purchase of an established amount. Stein Mart cardholders also receive special promotional offers and advance notice of in-store sales events. In 2012, 2011 and 2010, we recognized $2.3 million, $6.5 million and $5.5 million, respectively, of income from these programs which are recorded within SG&A in the Consolidated Statements of Income.

Operating Leases. We lease all of our retail stores under operating leases. Certain lease agreements contain rent holidays, and/or rent escalation clauses. Except for contingent rent, we recognize rent expense on a straight-line basis over the lease term and record the difference between the amount charged to expense and the rent paid as a deferred rent liability. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when achievement of the specified sales that triggers the contingent rent is probable. Construction allowances and other such lease incentives are recorded as a deferred rent liability and are amortized on a straight-line basis as a reduction of rent expense.

Advertising Expense. Advertising costs are expensed as incurred. Advertising expenses of $52.4 million, $56.6 million and $53.8 million are reflected in SG&A expenses in the Consolidated Statements of Income for 2012, 2011 and 2010, respectively.

Income Taxes. We follow the guidance in ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future income tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance for amounts that do not satisfy required realization criteria. See Note 7 for further discussion.

Share-Based Compensation. We follow the guidance in ASC Topic 718, Stock Compensation, to record share-based compensation. Pursuant to the guidance, we recognize expense in the financial statements for the fair values of all share-based payments to employees over the employees’ requisite service periods.

Earnings Per Share (“EPS”). We follow the guidance of ASC Topic 260, Earnings Per Share, which clarifies that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of EPS under the two-class method. Our restricted stock awards are considered “participating securities” because they contain non-forfeitable rights to dividends. Under the two-class method, EPS is computed by dividing earnings allocated to common shareholders by the weighted-average number of common shares outstanding for the period. In applying the two-class method, earnings are allocated to both common stock shares and participating securities based on their respective weighted-average shares outstanding for the period.

F-10

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

The following table presents the calculation of basic and diluted EPS (shares in thousands):

	2012		2011		2010
			(Restated)		(Restated)
Basic Earnings Per Common Share:
Net income	$	25,027	$	19,931	$	56,686
Income allocated to participating securities		781		536		1,741
Net income available to common shareholders	$	24,246	$	19,395	$	54,945
Basic weighted-average shares outstanding		42,639		43,482		42,780
Basic earnings per share	$	0.57	$	0.45	$	1.28
Diluted Earnings Per Common Share:
Net income	$	25,027	$	19,931	$	56,686
Income allocated to participating securities		783		533		1,722
Net income available to common shareholders	$	24,244	$	19,398	$	54,964
Basic weighted-average shares outstanding		42,639		43,482		42,780
Incremental shares from share-based compensation plans		189		239		812
Diluted weighted-average shares outstanding		42,828		43,721		43,592
Diluted earnings per share	$	0.57	$	0.44	$	1.26

Options to acquire shares and performance share awards totaling approximately 1.2 million, 1.1 million and 1.2 million shares of common stock that were outstanding during 2012, 2011 and 2010, respectively, were not included in the computation of diluted net income per share. Options excluded were those that had exercise prices greater than the average market price of the common shares such that inclusion would have been anti-dilutive. Performance share awards were not included based on level of performance.

Consolidated Statements of Income Classifications. Cost of merchandise sold includes merchandise costs, net of vendor discounts and allowances; freight; inventory shrinkage; store occupancy costs (including rent, common area maintenance, real estate taxes, utilities and maintenance); payroll, benefits and travel costs directly associated with buying inventory; and costs related to the consolidation centers and distribution warehouses.

SG&A expenses include store operating expenses, such as payroll and benefit costs, advertising, store supplies, depreciation and other direct selling costs, and costs associated with our corporate functions.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) amended ASC Topic 220, Comprehensive Income. The amended guidance requires most entities to present changes in net income and other comprehensive income in either a single statement of comprehensive income or two separate, but consecutive, statements. The objective of these amendments is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. We adopted this guidance in fiscal 2012 and have included the addition of the Consolidated Statements of Comprehensive Income in our financial statements.

2. Restatement of Previously Issued Financial Statements

Our Consolidated Balance Sheet as of January 28, 2012, and our Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Shareholders’ Equity and our Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2012, and January 29, 2011, have been restated for errors made with regard to inventory markdowns, leasehold improvement costs, compensated absences (paid vacation) and other matters further described below. The restated financial statements also reflect the correction of certain previously identified errors and out of period adjustments that were deemed immaterial to the annual or interim period in which they were recorded and have now been restated to properly reflect the corrections in the appropriate periods.

Reclassifications

We have made certain reclassifications in the Consolidated Statements of Income related to breakage income on unused gift and merchandise return cards and credit card income related to our co-branded and private label credit card agreement which were presented in Other income, net and have been reclassified to SG&A. There were no reclassifications made to the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income or Consolidated Statements of Cash Flows.

F-11

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

Adjustments

The following is a description of the areas in which the errors were identified and for which we made correcting adjustments to our Consolidated Financial Statements. The associated income tax expense or benefit and related deferred tax asset or liability for each error has also been corrected, including the impact of valuation allowance releases in 2010.

(1) Inventory markdowns - We identified and corrected errors related to the incorrect treatment of certain inventory markdowns as promotional (temporary). Based on analysis of various factors, these inventory markdowns should have been accounted for as permanent markdowns. Under the retail inventory method of accounting used by us, promotional markdowns do not impact the value of unsold inventory and thus do not impact cost of sales until the merchandise is sold. Conversely, permanent markdowns reduce the value of unsold inventory and impact cost of sales at the time the markdowns are taken.

(2) Leasehold improvement costs - We identified and corrected errors to report fixed assets related to leasehold improvements at their gross amount with lessor reimbursements for the related construction recorded as deferred rent credits. Landlord (lessor) reimbursements to us (lessee) for store interior construction had been incorrectly accounted for as reductions in the fixed assets related to leasehold improvements. This practice was based on the prior belief that our leasehold improvements increased the fair value of the lessor’s property. Management now believes that there was no significant increase in the fair value of the lessor’s leased assets and therefore these leasehold improvements should have been recorded, depreciated over and subject to impairment exclusive of lessor reimbursements in the respective periods. Cost of merchandise sold decreased by $3.0 million and $3.2 million for 2011 and 2010, respectively, and Selling, general and administrative expenses increased by $1.1 million and $1.2 million for 2011 and 2010, respectively as a result of this adjustment.

(3) Compensated absences (paid vacation) - We identified and corrected errors to record liabilities for compensated absences (paid vacation) which were not previously recorded.

(4) Leased department commissions - We corrected the presentation of leased department commissions in the Consolidated Statements of Income. Leased department commissions were presented in Other income, net of related expenses and have been corrected to report Net sales (increase of $19.1 million and $18.2 million for 2011 and 2010, respectively) and Selling, general and administrative expenses (increase of $6.4 million and $6.1 million for 2011 and 2010, respectively) on a gross basis. There was no impact to Net income related to this change.

(5) Sales returns - We corrected the presentation of estimated sales returns in the Consolidated Statements of Income. Estimated sales returns were previously incorrectly presented on a net basis and have been presented on a gross basis in Net sales and Cost of merchandise sold (adjustment of $1.5 million and $1.4 million for 2011 and 2010, respectively). There was no impact to Net income related to this change.

(6) Insurance-related assets and liabilities - We corrected the presentation of insurance-related assets and liabilities in the Consolidated Balance Sheets. The long-term portion of insurance assets ($7.1 million) was previously incorrectly reported as Prepaid expenses and other current assets and is now reported as Other assets. The long-term portion of insurance liabilities ($11.5 million) was previously incorrectly reported as Accrued expenses and other current liabilities and is now reported as Other liabilities. There was no impact on Total assets or Total liabilities related to this change.

(7) Other - We corrected certain previously identified errors and out of period adjustments that were deemed immaterial to the annual or interim period in which they were recorded and restated prior periods to reflect these corrections in the appropriate periods. The amounts relate to credit card reward income breakage, credit card receivables, software costs, and assets no longer in use.

F-12

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

The net effect of the adjustments on the Consolidated Statements of Income was to increase Net income by $0.1 million and $7.9 million for the years ended January 28, 2012 and January 29, 2011, respectively.

Increase (decrease) in Net income:	2011			2010
Inventory markdowns	$	655		$	(707	)
Leasehold improvement costs		1,937			2,037
Compensated absences		(134	)		429
Other		(2,283	)		47
Total adjustments before tax		175			1,806
Income tax expense (benefit) from adjustments		72			(6,127	)
Increase in Net income	$	103		$	7,933

The adjustments in “Other” in 2011 relate primarily to the correction of a previously recorded out of period adjustment related to credit card reward income breakage of $2.0 million. The tax benefit in 2010 is related to the reversal of the valuation allowance attributable to the increase in prior period deferred tax assets due to the cumulative impact of the restatement adjustments noted above. These deferred tax assets had a full valuation allowance in 2008 and 2009.

The decrease to retained earnings from the adjustments as of January 30, 2010, is as follows:

Inventory markdowns	$	(1,891	)
Leasehold improvement costs		(8,982	)
Compensated absences		(6,737	)
Other		(81	)
Income tax effect of adjustments		(12	)
Decrease to retained earnings	$	(17,703	)

F-13

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

The following table presents the effect of the aforementioned adjustments on our Consolidated Balance Sheet as of January 28, 2012 and indicates the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	As of January 28, 2012
	As Previously Reported			Adjustments			Description of Adjustments			As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	94,053		$	—					$	94,053
Inventories		220,775			(1,943	)		(1	)		218,832
Prepaid expenses and other current assets		36,838			(2,699	)		(2)(6)(7	)		34,139
Total current assets		351,666			(4,642	)					347,024
Property and equipment, net		104,141			5,849			(2)(7	)		109,990
Other assets		17,409			5,160			(2)(6	)		22,569
Total assets	$	473,216		$	6,367					$	479,583
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	106,063		$	—					$	106,063
Accrued expenses and other current liabilities		72,731			(4,668	)		(3)(6	)		68,063
Total current liabilities		178,794			(4,668	)					174,126
Other liabilities		35,084			20,702			(2)(6	)		55,786
Total liabilities		213,878			16,034						229,912
Shareholders’ equity:
Preferred stock – $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding
Common stock – $.01 par value; 100,000,000 shares authorized; 43,588,821 shares issued and outstanding		436			—						436
Additional paid-in capital		15,268			—						15,268
Retained earnings		245,053			(9,667	)		(1)(2)(3)(7	)		235,386
Accumulated other comprehensive loss		(1,419	)		—						(1,419	)
Total shareholders’ equity		259,338			(9,667	)					249,671
Total liabilities and shareholders’ equity	$	473,216		$	6,367					$	479,583

F-14

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

The following tables present the effect of the aforementioned reclassifications and adjustments on our Consolidated Statements of Income for the fiscal years ended January 28, 2012 and January 29, 2011 and indicate the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	Year Ended January 28, 2012
	As Previously Reported		Reclassifications			Adjustments			Description of Adjustments			As Restated
Net sales	$	1,160,367	$	—		$	17,584			(4)(5	)	$	1,177,951
Cost of merchandise sold		863,003		—			(4,668	)		(1)(2)(5	)		858,335
Gross profit		297,364		—			22,252						319,616
Selling, general and administrative expenses		289,114		(11,273	)		9,343			(2)(3)(4)(7	)		287,184
Other income, net		24,007		(11,273	)		(12,734	)		(4	)		—
Operating income		32,257		—			175						32,432
Interest expense, net		286		—			—						286
Income before income taxes		31,971		—			175						32,146
Income tax expense		12,143		—			72			(1)(2)(3)(7	)		12,215
Net income	$	19,828	$	—		$	103					$	19,931
Net income per share:
Basic	$	0.44	$	—		$	0.01					$	0.45
Diluted	$	0.44	$	—		$	—					$	0.44

	Year Ended January 29, 2011
	As Previously Reported		Reclassifications			Adjustments			Description of Adjustments			As Restated
Net sales	$	1,181,510	$	—		$	19,571			(4)(5	)	$	1,201,081
Cost of merchandise sold		869,202		—			(787	)		(1)(2)(5	)		868,415
Gross profit		312,308		—			20,358						332,666
Selling, general and administrative expenses		288,208		(17,306	)		6,428			(2)(3)(4)(7	)		277,330
Other income, net		29,430		(17,306	)		(12,124	)		(4	)		—
Operating income		53,530		—			1,806						55,336
Interest expense, net		338		—			—						338
Income before income taxes		53,192		—			1,806						54,998
Income tax expense (benefit)		4,439		—			(6,127	)		(1)(2)(3)(7	)		(1,688	)
Net income	$	48,753	$	—		$	7,933					$	56,686
Net income per share:
Basic	$	1.10	$	—		$	0.18					$	1.28
Diluted	$	1.08	$	—		$	0.18					$	1.26

F-15

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

The following tables present the effect of the aforementioned adjustments on our Consolidated Statements of Comprehensive Income for the fiscal years ended January 28, 2012 and January 29, 2011 and indicate the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	Year Ended January 28, 2012
	As Previously Reported			Adjustments		Description of Adjustments			As Restated
Net income	$	19,828		$	103		(1)(2)(3)(7	)	$	19,931
Other comprehensive loss, net of tax:
Change in post-retirement benefit obligations		(1,875	)		—					(1,875	)
Comprehensive income	$	17,953		$	103				$	18,056

	Year Ended January 29, 2011
	As Previously Reported			Adjustments		Description of Adjustments			As Restated
Net income	$	48,753		$	7,933		(1)(2)(3)(7	)	$	56,686
Other comprehensive loss, net of tax:
Change in post-retirement benefit obligations		(122	)		—					(122	)
Comprehensive income	$	48,631		$	7,933				$	56,564

F-16

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

The following tables present the effect of the aforementioned adjustments on our Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2012 and January 29, 2011 and indicate the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	Year Ended January 28, 2012
	As Previously Reported			Adjustments			Description of Adjustments			As Restated
Cash flows from operating activities:
Net income	$	19,828		$	103			(1)(2)(3)(7	)	$	19,931
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		18,937			(323	)		(2)(7	)		18,614
Share-based compensation		3,821			—						3,821
Store closing charges		793			—						793
Impairment of property and other assets		1,166			—						1,166
Loss on disposal of property and equipment		—			77			(7	)		77
Deferred income taxes		12,766			(519	)		(1)(2)(3)(7	)		12,247
Tax deficiency from equity issuances		(437	)		—						(437	)
Excess tax benefits from share-based compensation		(375	)		—						(375	)
Changes in assets and liabilities:
Inventories		11,520			(656	)		(1	)		10,864
Prepaid expenses and other current assets		(12,173	)		(813	)		(2)(6)(7	)		(12,986	)
Other assets		(3,796	)		281			(2)(7	)		(3,515	)
Accounts payable		10,518			—						10,518
Accrued expenses and other current liabilities		(4,857	)		1,339			(3)(6	)		(3,518	)
Other liabilities		1,857			5,527			(2)(6	)		7,384
Net cash provided by operating activities		59,568			5,016						64,584
Cash flows from investing activities:
Acquisition of property and equipment		(33,449	)		(4,563	)		(2)(7	)		(38,012	)
Net cash used in investing activities		(33,449	)		(4,563	)					(38,012	)
Cash flows from financing activities:
Capital lease payments		(3,362	)		—						(3,362	)
Excess tax benefits from share-based compensation		375			—						375
Proceeds from exercise of stock options and other		2,891			—						2,891
Repurchase of common stock		(12,141	)		—						(12,141	)
Net cash used in financing activities		(12,237	)		—						(12,237	)
Net increase in cash and cash equivalents		13,882			453			(7	)		14,335
Cash and cash equivalents at beginning of year		80,171			(453	)		(7	)		79,718
Cash and cash equivalents at end of year	$	94,053		$	—					$	94,053

F-17

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

	Year Ended January 29, 2011
	As Previously Reported			Adjustments			Description of Adjustments			As Restated
Cash flows from operating activities:
Net income	$	48,753		$	7,933			(1)(2)(3)(7	)	$	56,686
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,328			451			(2)(7	)		17,779
Share-based compensation		3,759			—						3,759
Store closing charges		3,128			—						3,128
Impairment of property and other assets		1,150			—						1,150
Loss on disposal of property and equipment		—			117			(7	)		117
Deferred income taxes		10,679			467			(1)(2)(3)(7	)		11,146
Change in valuation allowance for deferred tax assets		(16,686	)		(6,823	)		(1)(2)(3)(7	)		(23,509	)
Tax benefit from equity issuances		6,995			—						6,995
Excess tax benefits from share-based compensation		(6,937	)		—						(6,937	)
Changes in assets and liabilities:
Inventories		(14,170	)		707			(1	)		(13,463	)
Prepaid expenses and other current assets		(2,675	)		(616	)		(2)(6)(7	)		(3,291	)
Other assets		(1,743	)		276			(2)(6	)		(1,467	)
Accounts payable		15,227			—						15,227
Accrued expenses and other current liabilities		(12,373	)		31			(3)(6	)		(12,342	)
Other liabilities		(2,803	)		(3,082	)		(2)(6	)		(5,885	)
Net cash provided by operating activities		49,632			(539	)					49,093
Cash flows from investing activities:
Acquisition of property and equipment		(29,550	)		752			(2)(7	)		(28,798	)
Net cash used in investing activities		(29,550	)		752						(28,798	)
Cash flows from financing activities:
Cash dividends paid		(22,233	)		—						(22,233	)
Excess tax benefits from share-based compensation		6,937			—						6,937
Proceeds from exercise of stock options and other		1,512			—						1,512
Repurchase of common stock		(7,102	)		—						(7,102	)
Net cash used in financing activities		(20,886	)		—						(20,886	)
Net decrease in cash and cash equivalents		(804	)		213			(7	)		(591	)
Cash and cash equivalents at end of year		80,975			(666	)		(7	)		80,309
Cash and cash equivalents at end of year	$	80,171		$	(453	)					79,718

F-18

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

3. Property and Equipment, Net

Property and equipment, net consists of the following:

	February 2, 2013			January 28, 2012
				(Restated)
Fixtures, equipment and software	$	161,315		$	214,216
Leasehold improvements		90,947			72,164
		252,262			286,380
Accumulated depreciation and amortization		(130,200	)		(186,103	)
		122,062			100,277
Assets under capital leases, net of accumulated amortization of $2,117 and $416, respectively		9,508			9,713
	$	131,570		$	109,990

Assets under capital leases are primarily point-of-sale and related store equipment. Depreciation and amortization expense for property and equipment totaled $23.9 million, $18.6 million and $17.8 million for 2012, 2011 and 2010, respectively.

During 2012, 2011 and 2010, we recorded net pre-tax asset impairment charges of $0.5 million, $1.2 million and $1.2 million, respectively, to reduce the carrying value of fixtures, equipment and leasehold improvements held for use and certain other assets in under-performing or closing stores to their respective estimated fair value.

Store assets are considered Level 3 assets in the fair value hierarchy as the inputs for calculating the fair value of these assets are based on the best information available, including prices for similar assets. In 2012, 2011 and 2010, store assets with a carrying value of $0.5 million, $1.8 million and $1.2 million were written down to their fair value of $0, $0.6 million and $0, respectively.

See Note 2 for further information regarding the impact of correcting adjustments made to previously issued Financial Statements.

4. Accrued Expenses and Other Current Liabilities

The major components of accrued expenses and other current liabilities are as follows:

	February 2, 2013		January 28, 2012
			(Restated)
Compensation and employee benefits	$	12,487	$	10,006
Unredeemed gift and merchandise return cards		9,163		11,277
Property taxes		11,357		11,845
Accrued vacation		6,553		6,443
Other		26,549		28,492
	$	66,109	$	68,063

See Note 2 for further information regarding the impact of correcting adjustments made to previously issued Financial Statements.

5. Revolving Credit Agreement

In October 2011, we entered into an amended and restated revolving credit agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. The Credit Agreement provides for a $100 million senior secured revolving credit facility which can be increased to $150 million. The Credit Agreement matures on February 28, 2017 and replaces our existing $150 million revolving credit facility which was to mature in early 2012. Borrowings under the Credit Agreement are based on and collateralized by eligible credit card receivables and inventory. Proceeds may be used for general corporate purposes, including issuing standby and commercial letters of credit.

Borrowings under the Credit Agreement shall be either Base Rate Loans or LIBO Rate Loans (all terms as defined in the Credit Agreement). Base Rate Loans bear interest equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the Adjusted LIBO Rate plus one percent (1.00%), or (c) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “prime rate”, plus the Applicable Margin. LIBO Rate Loans shall bear interest equal to the Adjusted LIBO Rate plus

F-19

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

the Applicable Margin. The Adjusted LIBO Rate with respect to any LIBO Rate Loan is the interest rate per annum equal to the LIBO Rate for such Interest Period multiplied by the Statutory Reserve Rate. The Adjusted LIBO Rate with respect to any Base Rate Loan is the interest rate per annum equal to the LIBO Rate for an Interest Period commencing on the date of such calculation and ending on the date that is thirty (30) days thereafter multiplied by the Statutory Reserve Rate. The Applicable Margin is based upon a pricing grid depending on the Average Daily Availability.

The amount available for borrowing was $93.2 million at February 2, 2013 and is based on 90% of eligible credit card receivables and inventories less reserves, as defined in the Credit Agreement. The amount available for borrowing represents the capped borrowing base of $100 million reduced by outstanding letters of credit of $6.8 million. The Credit Agreement contains customary affirmative and negative covenants, including limitations on granting of liens, certain investments, additional indebtedness, prepayments on indebtedness and disposition of inventory. We had no direct borrowings at February 2, 2013.

6. Leases and Commitments

We lease all of our retail stores, support facilities and certain equipment under operating leases. Our store leases are generally for 10 years with options to extend the lease term for two or more 5-year periods. Annual store rent is generally comprised of a fixed minimum amount plus a contingent amount based on a percentage of sales in excess of specified levels. Most store leases also require additional payments covering real estate taxes, common area costs and insurance.

Rent expense is as follows:

	2012		2011		2010
			(Restated)		(Restated)
Minimum rentals	$	71,260	$	72,581	$	73,627
Contingent rentals		981		1,014		1,015
	$	72,241	$	73,595	$	74,642

At February 2, 2013, future contractual minimum lease payments under both operating and capital leases are:

	Operating		Capital		Total
2013	$	75,119	$	2,197	$	77,316
2014		68,788		—		68,788
2015		59,447		—		59,447
2016		47,807		—		47,807
2017		34,536		—		34,536
Thereafter		83,073		—		83,073
Total	$	368,770	$	2,197	$	370,967

Obligations under capital leases as of February 2, 2013 are recorded in Accrued expenses and other current liabilities. Interest rates on our capital leases are less than 0.1 percent.

See Note 2 for further information regarding the impact of correcting adjustments made to previously issued Financial Statements.

F-20

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

7. Income Taxes

Temporary differences, which give rise to deferred tax assets and liabilities, are as follows:

	February 2, 2013			January 28, 2012
				(Restated)
Gross deferred tax assets:
Unredeemed gift and return card liabilities	$	277		$	1,023
Deferred rent liability		9,862			8,910
Deferred compensation liability		4,985			1,557
Insurance reserves		2,359			2,550
Share-based compensation		3,915			3,950
Store closing reserves		806			1,191
Accrued vacation		2,523			2,480
Other accrued liabilities		3,803			2,123
Unredeemed credit card awards		726			758
NOL and credit carry forwards		554			1,043
Other		158			214
Gross deferred tax assets		29,968			25,799
Gross deferred tax liabilities:
Inventory		4,580			3,210
Property and equipment		28,789			22,141
Prepaid items		1,411			1,123
Other assets		86			135
Gross deferred tax liabilities		34,866			26,609
Net deferred tax liability	$	(4,898	)	$	(810	)

As of February 2, 2013, the Company had net operating losses (“NOL”) carryforwards for state income tax purposes of $12.5 million that will begin to expire in 2013.

Deferred tax assets (liabilities) are reflected on the Consolidated Balance Sheets as follows:

	February 2, 2013			January 28, 2012
				(Restated)
Current deferred tax assets (included in Other current assets)	$	2,602		$	2,049
Non-current deferred tax liabilities (included in Other liabilities)		(7,500	)		(2,859	)
Net deferred tax liability	$	(4,898	)	$	(810	)

F-21

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

The components of income tax expense (benefit) are as follows:

	2012		2011			2010
			(Restated)			(Restated)
Current:
Federal	$	7,358	$	(837	)	$	10,980
State		697		805			(305	)
		8,055		(32	)		10,675
Deferred:
Federal		2,512		11,989			(10,505	)
State		404		258			(1,858	)
		2,916		12,247			(12,363	)
Income tax expense (benefit)	$	10,971	$	12,215		$	(1,688	)

During 2012, 2011 and 2010, we realized tax (deficiencies) benefits of $(0.5) million, $(0.4) million and $7.0 million, respectively, related to share-based compensation plans that were recorded to additional paid-in-capital. The income tax provision differs from the amount of income tax determined by applying the statutory U.S. corporate tax rate to pre-tax amounts due to the following items:

	2012			2011			2010
				(Restated)			(Restated)
Federal tax at the statutory rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal benefit		2.1	%		4.5	%		1.1	%
Valuation allowance		0.0	%		0.0	%		(39.1	)%
Permanent differences and other		(6.6	)%		(1.5	)%		(0.1	)%
Effective tax rate		30.5	%		38.0	%		(3.1	)%

As of January 30, 2010, we had a valuation allowance on substantially all of our net deferred tax assets, established in 2008. During 2010, the reversal of the remaining valuation allowance, based on changes in forecasts of future earnings and a return to profitability on a three-year historical basis, favorably impacted the effective tax rate. For 2012, the effective tax rate was positively impacted by the impact of favorable permanent differences which related primarily to the non-taxable income recognized related to a settlement gain from post-retirement life insurance benefits described in Note 8.

The following is a reconciliation of the change in the amount of unrecognized tax benefits from January 31, 2010 to February 2, 2013:

	2012			2011			2010
				(Restated)			(Restated)
Beginning balance	$	1,476		$	3,062		$	5,163
Increases due to:
Tax positions taken in prior years		—			587			526
Settlements with taxing authorities		—			—			12
Decreases due to:
Tax positions taken in prior years		(765	)		—			(2,553	)
Settlements with taxing authorities		—			(2,101	)		—
Lapse of statute of limitations		(80	)		(72	)		(86	)
Ending balance	$	631		$	1,476		$	3,062

As of February 2, 2013, there were no unrecognized tax benefits (“UTBs”) that, if recognized, would affect the effective tax rate. We recognize interest and penalties related to UTBs in income tax expense. During the fiscal years ended February 2, 2013, January 28, 2012 and January 29, 2011, the amount of interest and penalties related to UTBs was insignificant. The total amount of accrued interest and accrued penalties related to UTBs as of February 2, 2013 and January 28, 2012 was also insignificant.

F-22

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

UTBs decreased in 2012 due to tax positions taken and lapse of statute of limitations. UTBs decreased in 2011 primarily due to settlements related to the completion of federal examinations for 2007 and 2008. UTBs decreased $2.5 million in 2010 related primarily to favorable settlements of state tax examinations and the resolution of protective federal credit claims filed for prior tax years.

We are currently open to audit under the statute of limitations by the Internal Revenue Service for the tax years 2010 through 2012. The Company’s state tax returns are open to audit under similar statute of limitations for the tax years 2008 through 2012.

See Note 2 for further information regarding the correcting adjustments made to previously reported Financial Statements.

8. Employee Benefit Plans

We have a defined contribution retirement plan (a 401(k) plan) covering employees who are at least 21 years of age, have completed at least one year of service and who work at least 1,000 hours annually. Under the profit sharing portion of the plan, we can make discretionary contributions which vest at a rate of 20 percent per year after two years of service. During 2012, 2011 and 2010, we matched 50 percent of an employee’s voluntary pre-tax contributions up to a maximum of four percent of an employee’s compensation. Our matching portion vests in accordance with the plan’s vesting schedule. Total Company contributions to the retirement plan, net of forfeitures, were $1.2 million for each of 2012, 2011 and 2010.

We have an executive deferral plan providing officers, key executives and director-level employees with the opportunity to defer receipt of salary, bonus and other compensation. The plan allows for company discretionary contributions. During 2012, we matched contributions up to 10 percent of salary and bonuses deferred at a rate of 100 percent for officers and key executives and a rate of 50 percent for directors. In addition, during 2012, we made an additional discretionary contribution totaling $6.7 million related to the curtailment and settlement of the split dollar retirement benefit described below. During 2011, we matched contributions up to 10 percent of salary and bonus at a rate of 50 percent for officers and key executives and a rate of 25 percent for directors. There was no match for 2010.

Matching contributions for 2011 and 2012 and related investment earnings vest at 20% per year in each of years four through eight, at which time a participant is fully vested. The additional discretionary contribution made in 2012 and related investment earnings cliff vest at age 62. The executive deferral plan liability was $10.7 million and $2.9 million at February 2, 2013 and January 28, 2012, respectively, and is included in Other liabilities in the Consolidated Balance Sheets. The expense for this plan, net of forfeitures, was $6.9 million, $0.4 million and $0.2 million in 2012, 2011 and 2010, respectively.

We provide an executive split-dollar life insurance benefit which provides officers, key executives and director-level employees with pre-retirement life insurance benefits based upon three to five times base salary and post-retirement life insurance benefits based upon one and one-half to two and one-half times final base salary. Effective December 31, 2012, active employees and substantially all retirees were no longer eligible for the post-retirement life insurance benefit through an agreement between the company and the insureds resulting in a curtailment and settlement of plan benefits as detailed below. In addition to the discretionary contribution to the executive deferral plan described above, we made cash payments to retirees totaling $1.6 million as a result of this change. The gain due to settlement of the post-retirement benefit of $7.7 million was more than offset by the cost of payments to retirees and executive deferral plan contributions.

The curtailment and settlement resulted in a remeasurement of the benefit obligation on December 31, 2012 using a discount rate of 3.8%. The following reflects the change in the post-retirement benefit obligation included in Other liabilities in the Consolidated Balance Sheets:

	February 2, 2013			January 28, 2012
Benefit obligation at beginning of year	$	9,212		$	6,307
Service cost		790			655
Interest cost		404			366
Actuarial losses		1,979			1,884
Curtailment		(1,272	)		—
Settlement		(9,227	)		—
Benefit obligation at end of year	$	1,886		$	9,212

F-23

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

The following reflects the components of net periodic post-retirement benefit (income) cost:

	2012			2011		2010
Service cost	$	790		$	655	$	533
Interest cost		404			366		318
Amortization of (gain) loss		93			—		(29	)
Gain due to settlement		(7,680	)		—		—
Net periodic post-retirement benefit (income) cost	$	(6,393	)	$	1,021	$	822

Amounts included in Accumulated other comprehensive loss consisted of:

	February 2, 2013		January 28, 2012
Total net actuarial loss	$	315	$	1,248

In connection with the executive deferral and executive split-dollar life insurance plans, whole life insurance contracts were purchased on the related participants. At February 2, 2013 and January 28, 2012, the cash surrender value of these policies was $17.7 million and $14.1 million, respectively, and is included in Other assets in the Consolidated Balance Sheets.

We have a noncontributory executive retiree medical plan wherein eligible retired executives may continue their pre-retirement medical, dental and vision benefits through age 65. The postretirement benefit liability was $0.4 million at February 2, 2013 and January 28, 2012. Accumulated other comprehensive loss on the Consolidated Balance Sheets includes $0.2 million for this plan at February 2, 2013 and January 28, 2012. The expense recorded in Net income for 2012, 2011 and 2010 was insignificant.

9. Shareholders’ Equity

Dividend

On November 27, 2012 the Board of Directors declared a special dividend of $1.00 per common share that was paid on December 24, 2012 to shareholders of record on December 10, 2012. On November 10, 2010, the Board of Directors declared a special cash dividend of $0.50 per common share that was paid on December 22, 2010 to shareholders of record on December 8, 2010. There were no cash dividends declared or paid in fiscal 2011.

Stock Repurchase Plan

During 2012, 2011 and 2010, we repurchased 574,686 shares, 1,653,841 shares and 870,531 shares of our common stock in the open market at a total cost of $3.9 million, $12.1 million and $7.1 million, respectively. Stock repurchases for taxes due on the vesting of employee stock awards during 2012 and 2011 included 123,770 and 1,566,910 shares, respectively, purchased on the open market under a Board of Directors authorized plan. On June 14, 2011, the Board of Directors approved an increase of 2.5 million shares in the number of shares of the Company’s stock which the Company would be authorized to re-purchase. As of February 2, 2013, there are 890,933 shares which can be repurchased pursuant to the Board of Directors’ current authorization.

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan (the “Stock Purchase Plan”) whereby all employees who complete six months of employment and who work on a full-time basis or are regularly scheduled to work more than 20 hours per week are eligible to participate in the Stock Purchase Plan. Participants in the Stock Purchase Plan may purchase shares of the Company’s common stock at 85% of the lower of the fair market value of the Company’s stock determined at either the beginning or the end of each semi-annual option period. Shares eligible under the Stock Purchase Plan, which is effective for the years 1997 through 2015, are limited to 2.8 million shares in the aggregate, with no more than 200,000 shares being made available in each calendar year, excluding carryover from previous years. In 2012, 2011 and 2010, the participants acquired 64,170 shares, 112,139 shares and 145,395 shares of common stock at weighted-average per share prices of $5.79, $6.61 and $5.27, respectively. The fair value of Stock Purchase Plan shares was estimated using the Black-Scholes call option value method with the following weighted-average assumptions for 2012: expected volatility of 59.7%, expected dividend yield of 0%, a risk-free interest rate of 0.1%, a present-value discount factor of 1.0% and an expected term of six months. Share-based compensation expense for the Stock Purchase Plan was $0.1 million, $0.3 and $0.3 million in 2012, 2011 and 2010, respectively.

F-24

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

Omnibus Plan

Our Omnibus Plan provides that shares of common stock may be granted to certain Key Employees, Non-Employee Directors, and Advisor Participants, as defined, through non-qualified stock options, incentive stock options, stock appreciation rights, performance awards, restricted stock, or any other award made under the terms of the plan. The Board of Directors, or its delegated authority, determines the exercise price and all other terms of all grants. The shares will be issued from authorized and unissued shares of our common stock. Expired and forfeited awards become available for re-issuance. Vesting and exercise are contingent on continued employment.

The following table presents the number of awards authorized and available for grant under the Omnibus Plan at February 2, 2013 (shares in thousands):

	Shares
Total awards authorized		10,500
Awards available for grant		4,388

Stock Options

In accordance with the Omnibus Plan, the exercise price of an option cannot be less than the fair value on the grant date. In general, one-third of the awards granted become exercisable on each of the third, fourth and fifth anniversary dates of grant and the awards expire seven years after the date of grant.

A summary of stock option information for the year ended February 2, 2013 is as follows (in thousands, except per share amounts):

	Number of Shares			Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 28, 2012		1,026		$	11.01
Granted		560			7.13
Adjustments		181			—
Exercised		(24	)		4.24
Cancelled or forfeited		(214	)		16.62
Outstanding at February 2, 2013		1,529		$	8.63		4.9 years	$	2,272
Exercisable stock options at February 2, 2013		788		$	10.06		1.3 years	$	987

The aggregate intrinsic value in the table above represents the excess of our closing stock price on February 1, 2013 ($8.84 per share) over the exercise price, multiplied by the applicable number of in-the-money options. This amount changes based on the fair market value of our common stock. There were 1.1 million in-the-money options outstanding at February 2, 2013. The total number of in-the-money options exercisable at February 2, 2013 was 0.3 million.

As of February 2, 2013, there was $2.0 million of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-average period of 1.0 years using the mid-point method. The weighted-average grant-date fair value of options granted was $3.93, $4.36 and $5.78 during 2012, 2011, and 2010, respectively. The total intrinsic value of stock options exercised was $0.1 million, $0.6 million and $7.9 million during 2012, 2011 and 2010, respectively. The total tax benefit realized from the exercise of stock options was $0, $0.1 million and $2.6 million during 2012, 2011 and 2010, respectively.

The fair value of each stock option granted during 2012, 2011 and 2010 was estimated at the date of grant using the Black-Scholes options pricing model with the following weighted-average assumptions:

	2012	2011			2010
Expected term	4.1-5.3 years		4.1 years		5.2 years
Risk-free interest rate	0.88%		1.9	%	2.30%
Volatility	62.89%-70.77%		69.7	%	73.16%-73.6%
Dividend yield	0%		0	%	0%

F-25

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

The expected volatility is based on the historical volatility of our stock price over assumed expected terms. The risk-free interest rate is estimated from yields of U.S. Treasury instruments of varying maturities with terms consistent with the expected terms of the options. The expected term of an option is calculated from a lattice model using historical employee exercise data.

In December 2012, as a result of paying a special cash dividend, all outstanding stock options were modified to decrease the exercise price and increase the number of options in order to maintain the original grant fair value. No incremental stock compensation expense resulted from the modification.

Restricted Stock and Performance Share Awards

We have issued restricted stock and performance share awards to eligible Key Employees, Non-Employee Directors, and Advisor Participants, as defined in the Omnibus Plan. All restricted stock awards have restriction periods tied primarily to employment, and all performance share awards have vesting tied to internal or market-based performance and service. Shares awarded under the Omnibus Plan entitle the shareholder to all rights of common stock ownership except that the shares may not be sold, transferred, pledged, exchanged or otherwise disposed of during the restriction period. Vesting for most awards is based on the service period and vesting generally occurs between two and three years following the date of grant. Unvested shares are forfeited upon termination of employment. The total value of share-based compensation expense for restricted stock and performance share awards is based on the closing price of our common stock on the date of grant, except for market-based performance shares. During 2012, we granted 481,000 performance shares for which the value was determined using a Monte-Carlo simulation model. Performance share awards provide the right to receive a share award at the end of a specified period in which a performance goal has been established.

The following table summarizes non-vested stock activity for the year ended February 2, 2013 (shares in thousands):

	Restricted Stock Awards					Performance Share Awards
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Non-vested at January 28, 2012		776		$	8.90		564		$	10.46
Granted		486			6.55		481			6.51
Vested		(210	)		10.86		(276	)		9.54
Cancelled or forfeited		(56	)		8.23		(25	)		8.47
Non-vested at February 2, 2013		996		$	7.38		744		$	8.32
Total unrecognized compensation cost	$	3,962				$	3,721
Weighted-average expected life remaining		1.1 years					0.9 years

The total fair value of restricted stock vested was $2.3 million, $1.3 million and $2.2 million for 2012, 2011, and 2010, respectively. The total fair value of performance awards vested was $2.6 million, $1.1 million and $2.1 million 2012, 2011, and 2010, respectively.

Share-Based Compensation Expense

For the years ended February 2, 2013, January 28, 2012 and January 29, 2011, pre-tax share-based compensation expense was recorded as follows:

	2012		2011		2010
Cost of merchandise sold	$	3,275	$	2,552	$	2,606
Selling, general and administrative expenses		2,928		1,269		1,153
Total share-based compensation expense	$	6,203	$	3,821	$	3,759

The total tax benefit recognized in the Consolidated Statements of Income related to share-based compensation expense was $2.4 million, $1.5 million and $1.5 million for 2012, 2011 and 2010, respectively. As a result of the dividend payments to holders of unvested restricted stock in December 2012, we recognized $0.6 million of additional share-based compensation expense in fiscal 2012.

F-26

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

10. Contingencies

We are involved in various routine legal proceedings incidental to the conduct of our business. Management, based upon the advice of outside legal counsel, does not believe that any of these legal proceedings will have a material adverse effect on our financial condition, results of operations or cash flows.

11. Store Closing Charges

We close under-performing stores in the normal course of business. We closed five stores in 2012, 2011 and 2010 incurring pre-tax lease termination and severance costs. Lease termination costs are net of estimated sublease income that could reasonably be obtained for the properties. In the event we are not successful in subleasing closed store locations when management expects, additional reserves for store closing costs may be recorded. During 2012, 2011 and 2010, we recorded net pre-tax charges of $1.0 million, $1.2 million and $1.9 million, respectively, for store closing charges, including adjustments to previously recorded store closing reserves for changes in estimated sublease income. 2010 net store closing charges include an offsetting $1.2 million gain on a lease buyout by a landlord for the early termination of a lease. Store closing charges are included in SG&A expenses in the Consolidated Statements of Income.

The following tables show the activity in the store closing reserve:

	Lease- Related			Severance and Other			Total
Balance at January 30, 2010	$	4,370		$	49		$	4,419
Charges		1,702			241			1,943
Payments		(1,111	)		(256	)		(1,367	)
Balance at January 29, 2011		4,961			34			4,995
Charges		663			494			1,157
Payments		(2,532	)		(528	)		(3,060	)
Balance at January 28, 2012		3,092			—			3,092
Charges		782			271			1,053
Payments		(1,781	)		(233	)		(2,014	)
Balance at February 2, 2013	$	2,093		$	38		$	2,131

The store closing reserve at February 2, 2013, January 28, 2012 and January 29, 2011 includes a current portion (in Accrued expenses and other current liabilities) of $1.2 million, $1.6 million and $2.3 million, respectively, and a long-term portion (in Other liabilities) of $0.9 million, $1.5 million and $2.7 million, respectively.

12. Sales by Major Merchandise Category

We are a single business segment. The following table summarizes retail sales by major merchandise category:

	2012		2011		2010
			(Restated)		(Restated)
Ladies’ apparel and accessories	$	746,616	$	731,451	$	746,886
Men’s apparel and accessories		266,777		255,927		259,016
Home		150,347		135,122		137,706
Other		48,938		36,351		39,288
Owned department sales		1,212,678		1,158,851		1,182,896
Leased department commissions		19,688		19,100		18,185
Net sales	$	1,232,366	$	1,177,951	$	1,201,081

See Note 2 for further information regarding the impact of correcting adjustments made to previously issued Financial Statements.

F-27

STEIN MART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts)

13. Quarterly Results of Operations (Unaudited)

	Year Ended February 2, 2013
	13 Weeks Ended		13 Weeks Ended		13 Weeks Ended			14 Weeks Ended
	April 28, 2012		July 28, 2012		October 27, 2012			February 2, 2013
	(Restated)
Net sales	$	309,708	$	280,372	$	273,729		$	368,557
Gross profit		91,864		73,819		70,690			106,257
Net income (loss)		10,833		2,306		(1,659	)		13,547
Basic income (loss) per share	$	0.25	$	0.05	$	(0.04	)	$	0.31
Diluted income (loss) per share	$	0.25	$	0.05	$	(0.04	)	$	0.30

	Year Ended January 28, 2012
	13 Weeks Ended		13 Weeks Ended		13 Weeks Ended			13 Weeks Ended
	April 30, 2011		July 30, 2011		October 29, 2011			January 28, 2012
	(Restated)		(Restated)		(Restated)			(Restated)
Net sales	$	309,218	$	274,549	$	263,232		$	330,952
Gross profit		94,554		70,917		66,653			87,492
Net income (loss)		13,900		1,834		(1,696	)		5,893
Basic income (loss) per share	$	0.31	$	0.04	$	(0.04	)	$	0.13
Diluted income (loss) per share	$	0.31	$	0.04	$	(0.04	)	$	0.13

The sum of the quarterly per share amounts may not equal the annual amount because income per share is calculated independently for each quarter.

See Note 2 for further information regarding the impact of correcting adjustments made to previously issued Financial Statements. Correcting adjustments to Net sales, Gross profit and Net income for the 13 weeks ended January 28, 2012 were $2.8 million, $4.7 million and $0.2 million, respectively, which had no impact on basic and diluted income per share.

14. Related Party Transactions

One of our directors is the majority shareholder of the legal firm that is the Company’s general counsel. The amounts paid for these services are competitive with amounts that would be paid to a third party for similar services. Legal fees associated with these services were $0.2 million in 2012, 2011 and 2010. In addition, the director also participated in our 2012, 2011 and 2010 Incentive Plans related to his role as general counsel to the Company.

We leased three locations in 2012, 2011 and 2010 from a company for which one of our directors is Chairman and Chief Executive Officer. We paid approximately $0.8 million in base rent in 2012, 2011 and 2010. The amounts paid for leased space and other lease-related services are competitive with amounts that would be paid to a third party to lease similar space.

One of our directors, as a private investor, indirectly owns a minority interest in the entity which operates a secure location for and maintains certain of our data processing equipment. Expenses associated with this service were $0.3 million in 2012, 2011 and 2010. We entered this facility prior to our director’s investment. The amounts paid are competitive with amounts that would be paid to others for similar services.

F-28

EXHIBIT INDEX

3.1	Articles of Incorporation of Stein Mart, Inc., incorporated by reference to the Company’s Form S-1 Registration Statement No. 33-46322
3.2	Bylaws of Stein Mart, Inc., amended September 8, 2003, incorporated by reference to the Company’s Form 10-K for the fiscal year ended January 31, 2004
4.1	Provisions of the Articles of Incorporation and Bylaws of Stein Mart, Inc. defining rights of shareholders of Common Stock of Stein Mart, Inc., incorporated by reference to the Company’s Form 10-K for the fiscal year ended December 30, 2000
4.2	Form of stock certificate for Common Stock, incorporated by reference to the Company’s Form S-1 Registration Statement No. 33-46322
4.3	Amended and Restated Stein Mart, Inc. Employee Stock Purchase Plan, incorporated by reference to the Company’s Form S-8 Registration Statement filed on June 26, 2009
10.1*	Form of Director’s and Officer’s Indemnification Agreement, incorporated by reference to the Company’s Form S-1 Registration Statement No. 33-46322
10.2*	Stein Mart, Inc. 2001 Omnibus Plan as Amended and Restated Effective June 14, 2011, incorporated by reference to the Company’s Form 8-K filed on June 15, 2011
10.3*	Form of Option Award Agreement for Key Employees, pursuant to Stein Mart, Inc. 2001 Omnibus Plan, incorporated by reference to the Company’s Form S-8 Registration Statement filed on August 7, 2001
10.4	Form of Option Award Agreement for Non-Employee Directors, pursuant to Stein Mart, Inc. 2001 Omnibus Plan, incorporated by reference to the Company’s Form S-8 Registration Statement filed on August 7, 2001
10.5*	Form of Restricted Share Award Agreement for Key Employees, pursuant to Stein Mart, Inc. 2001 Omnibus Plan, incorporated by reference to the Company’s Form 10-K for the fiscal year ended January 31, 2004
10.6*	Form of Performance Share Award Agreement for Key Employees, pursuant to Stein Mart, Inc. 2001 Omnibus Plan, incorporated by reference to the Company’s Form 10-Q for the quarterly period ended October 28, 2006
10.7	Profit Sharing Plan, incorporated by reference to the Company’s Form S-1 Registration Statement No. 33-46322
10.8*	PPO Executive Plan for Stein Mart, Inc., incorporated by reference to the Company’s Form 10-Q for the quarterly period ended May 1, 2010
10.9*	Director Stock Option Plan, incorporated by reference to the Company’s Form S-1 Registration Statement No. 33-46322
10.10*	Executive Split Dollar Agreement, incorporated by reference to the Company’s Form 10-K for the fiscal year ended January 1, 2000
10.11*	Form of Letter Agreement Amendment to Split Dollar Agreement, incorporated by reference to the Company’s Form 8-K filed December 13, 2012
10.12*	Executive Deferral Plan, amended November 1, 2002, incorporated by reference to the Company’s Form 10-K for the fiscal year ended January 31, 2004
10.13*	Amended and Restated Executive Deferral Plan effective January 1, 2008 (filed herein)

10.14*	Employment Agreement, dated March 1, 2012, between Stein Mart, Inc. and Brian R. Morrow, incorporated by reference to the Company’s Form 8-K filed on April 17, 2012
10.15*	Employment Agreement, dated May 1, 2012, between Stein Mart, Inc. and Gary L. Pierce, incorporated by reference to the Company’s Form 8-K filed on May 2, 2012
10.16*	Employment Agreement, dated July 31, 2011, between Stein Mart, Inc. and Gregory W. Kleffner, incorporated by reference to the Company’s Form 8-K filed on August 3, 2011
10.17*	Employment Agreement, dated September 15, 2011, between Stein Mart, Inc. and David H. Hawkins, incorporated by reference to the Company’s Form 8-K filed on September 19, 2011
10.18	Amended and Restated Credit Agreement dated as of October 28, 2011 among Stein Mart, Inc., Wells Fargo Bank, National Association as Administrative Agent, Collateral Agent, Swing Line Lender and LC Issuer, and Wells Fargo Capital Finance LLC as Sole Lead Arranger and Sole Bookrunner, incorporated by reference to the Company’s Form 10-Q for the quarterly period ended October 29, 2011
10.19	Amended and Restated Supply Agreement, dated May 30, 2006, between DSW Inc. and Stein Mart, Inc., incorporated by reference to the Company’s Form 8-K filed on June 5, 2006
10.20	First Amendment to Amended and Restated Supply Agreement, dated August 26, 2008, between DSW Inc. and Stein Mart, Inc., incorporated by reference to the Company’s Form 10-Q for the quarterly period ended November 1, 2008
10.21	Second Amendment to Amended and Restated Supply Agreement, dated February 23, 2012, between DSW Inc. and Stein Mart, Inc., incorporated by reference to the Company’s Form 10-Q for the quarterly period ended April 28, 2012
10.22+	Amended and Restated Co-Brand and Private Label Credit Card Consumer Program Agreement by and between Stein Mart, Inc. and GE Capital Retail Bank, dated as of October 3, 2011, incorporated by reference to the Company’s Amendment No. 1 to Form 10-Q for the quarterly period ended October 29, 2011
10.23	Law Firm Engagement Agreement with Stein Mart, Inc. dated June 8, 2011, incorporated by reference to the Company’s Form 10-Q for the quarterly period ended April 30, 2011
10.24	Renewal of Law Firm Agreement between the Company and Kirschner & Legler, P.A., dated April 1, 2013 (filed herein)
23.1	Consent of PricewaterhouseCoopers LLP (filed herein)
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herein)
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herein)
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (filed herein)
32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (filed herein)
101	Interactive data files from Stein Mart, Inc.’s Annual Report on Form 10-K for the year ended January 28, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements

* Management contract or compensatory plan or arrangements.

+ Certain portions of the exhibit have been omitted pursuant to a confidential treatment order. An unredacted copy of the exhibit has been filed separately with the United States Securities Exchange Commission pursuant to a request for confidential treatment.

EX-10.13

Exhibit 10.13

STEIN MART, INC.

EXECUTIVE DEFERRAL PLAN

AMENDED AND RESTATED, EFFECTIVE JANUARY 1, 2008

Stein Mart, Inc. Executive Deferral Plan

ARTICLE I
Establishment and Purpose	1
ARTICLE II
Definitions	1
ARTICLE III
Eligibility and Participation	8
ARTICLE IV
Deferrals	9
ARTICLE V
Company Contributions	12
ARTICLE VI
Benefits	13
ARTICLE VII
Modifications to Payment Schedules	16
ARTICLE VIII
Valuation of Account Balances; Investments	16
ARTICLE IX
Administration	17
ARTICLE X
Amendment and Termination	19
ARTICLE XI
Informal Funding	20
ARTICLE XII
Claims	20
ARTICLE XIII
General Provisions	25

Stein Mart, Inc. Executive Deferral Plan

ARTICLE I

Establishment and Purpose

Stein Mart, Inc. (the “Company”) hereby amends and restates the Stein Mart, Inc. Executive Deferral Plan (the “Plan”), effective January 1, 2008. This amendment and restatement applies only to amounts deferred under the Plan on or after January 1, 2005, and to amounts deferred prior to January 1, 2005 that were not vested as of December 31, 2004. Amounts deferred under the Plan prior to January 1, 2005 that were vested as of December 31, 2004 (the “Grandfathered Accounts”) shall be subject to the provisions of the Plan as in effect on October 3, 2004, as the same may be amended from time to time by the Company without material modification, it being expressly intended that such Grandfathered Accounts are to remain exempt from the requirements of Code Section 409A. The provisions of the Plan applicable to Grandfathered Accounts are reflected in this document for ease of reference.

The purpose of the Plan is to attract and retain key employees by providing Participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The Plan is not intended to meet the qualification requirements of Code Section 401(a), but is intended to meet the requirements of Code Section 409A, and shall be operated and interpreted consistent with that intent.

The Plan constitutes an unsecured promise by a Participating Employer to pay benefits in the future. Participants in the Plan shall have the status of general unsecured creditors of the Company or the Adopting Employer, as applicable. Each Participating Employer shall be solely responsible for payment of the benefits of its employees and their beneficiaries. The Plan is unfunded for Federal tax purposes and is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the liabilities assumed by the Company or an Adopting Employer will remain the general assets of the Company or the Adopting Employer and shall remain subject to the claims of the Company’s or the Adopting Employer’s creditors until such amounts are distributed to the Participants.

ARTICLE II

Definitions

2.1 Account. Account means a bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

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2.2 Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.

2.3 Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its eligible employees.

2.4 Affiliate. Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).

2.5 Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled in accordance with provisions of the Plan. The Participant’s spouse, if living, otherwise the Participant’s estate, shall be the Beneficiary if: (i) the Participant has failed to properly designate a Beneficiary, or (ii) all designated Beneficiaries have predeceased the Participant.

A former spouse shall have no interest under the Plan, as Beneficiary or otherwise, unless the Participant designates such person as a Beneficiary after dissolution of the marriage.

2.6 Business Day. Business Day means each day on which the New York Stock Exchange is open for business.

2.7 Change in Control. Change in Control means, with respect to a Participating Employer that is organized as a corporation, any of the following events: (i) a change in the ownership of the Participating Employer, (ii) a change in the effective control of the Participating Employer, or (iii) a change in the ownership of a substantial portion of the assets of the Participating Employer.

For purposes of this Section, a change in the ownership of the Participating Employer occurs on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Participating Employer. A change in the effective control of the Participating Employer occurs on the date on which either: (i) a person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer possessing 30% or more of the total voting power of the stock of the Participating Employer, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the Participating Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder of the Participating Employer . A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Participating Employer, acquires assets from the

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Participating Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Participating Employer immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition.

An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Participating Employer that has experienced the Change in Control, or the Participant’s relationship to the affected Participating Employer otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(ii).

Notwithstanding anything to the contrary herein, with respect to a Participating Employer that is a partnership, Change in Control means only a change in the ownership of the partnership or a change in the ownership of a substantial portion of the assets of the partnership, and the provisions set forth above respecting such changes relative to a corporation shall be applied by analogy.

The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the requirements of Code Section 409A.

2.8 Claimant. Claimant means a Participant or Beneficiary filing a claim under Article XII of this Plan.

2.9 Code. Code means the Internal Revenue Code of 1986, as amended from time to time.

2.10 Code Section 409A. Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.

2.11 Committee. Committee means the committee appointed by the Board of Directors of the Company (or the appropriate committee of such board) to administer the Plan. If no designation is made, the Chief Executive Officer of the Company or his delegate shall have and exercise the powers of the Committee.

2.12 Company. Company means Stein Mart, Inc.

2.13 Company Contribution. Company Contribution means a credit by a Participating Employer to a Participant’s Account(s) in accordance with the provisions of Article V of the Plan. Company Contributions are credited at the sole discretion of the Participating Employer and the fact that a Company Contribution is credited in one year shall not obligate the Participating Employer to continue to make such Company Contribution in subsequent years. Unless the context clearly indicates otherwise, a reference to Company Contribution shall include Earnings attributable to such contribution.

2.14 Compensation. Compensation means a Participant’s base salary, bonus, commission, and such other cash or equity-based compensation (if any) approved by the Committee as

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Compensation that may be deferred under this Plan. Compensation shall not include any compensation that has been previously deferred under this Plan or any other arrangement subject to Code Section 409A.

2.15 Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts. The Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, Participants may defer up to 100% of their base salary and up to 100% of other types of Compensation for a Plan Year. A Compensation Deferral Agreement may also specify the investment allocation described in Section 8.4.

2.16 Death Benefit. Death Benefit means the benefit payable under the Plan to a Participant’s Beneficiary(ies) upon the Participant’s death as provided in Section 6.1 of the Plan.

2.17 Deferral. Deferral means a credit to a Participant’s Account(s) that records that portion of the Participant’s Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals.

Deferrals shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or withholdings, but shall be reduced by the Committee as necessary so that it does not exceed 100% of the cash Compensation of the Participant remaining after deduction of all required income and employment taxes, 401(k) and other employee benefit deductions, and other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan shall be allowed only to the extent permissible under Code Section 409A.

2.20 Earnings. Earnings means an adjustment to the value of an Account in accordance with Article VIII.

2.21 Effective Date. Effective Date means January 1, 2008.

2.22 Eligible Employee. Eligible Employee means a member of a “select group of management or highly compensated employees” of a Participating Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as determined by the Committee from time to time in its sole discretion.

2.23 Employee. Employee means a common-law employee of an Employer.

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2.24 Employer. Employer means, with respect to Employees it employs, the Company and each Affiliate.

2.25 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.26 Fiscal Year Compensation. Fiscal Year Compensation means Compensation earned during one or more consecutive fiscal years of a Participating Employer, all of which is paid after the last day of such fiscal year or years.

2.27 Grandfathered Account. Grandfathered Account means amounts deferred under the Plan prior to January 1, 2005 that were vested as of December 31, 2004.

2.28 Participant. Participant means an Eligible Employee who has received notification of his or her eligibility to defer Compensation under the Plan under Section 3.1 and any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee. A Participant’s continued participation in the Plan shall be governed by Section 3.2 of the Plan.

2.29 Participating Employer. Participating Employer means the Company and each Adopting Employer.

2.30 Payment Schedule. Payment Schedule means the date as of which payment of an Account under the Plan will commence and the form in which payment of such Account will be made.

2.31 Performance-Based Compensation. Performance-Based Compensation means Compensation where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve consecutive months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than 90 days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether Compensation qualifies as “Performance-Based Compensation” will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance.

2.32 Plan. Generally, the term Plan means the “Stein Mart, Inc. Executive Deferral Plan” as documented herein and as may be amended from time to time hereafter. However, to the extent permitted or required under Code Section 409A, the term Plan may in the appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section.

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2.33 Plan Year. Plan Year means January 1 through December 31.

2.34 Retirement. Retirement means a Participant’s Separation from Service after attainment of age 62.

2.35 Retirement Benefit. Retirement Benefit means the benefit payable to a Participant under the Plan following the Retirement of the Participant.

2.36 Retirement/Termination Account. Retirement/Termination Account means an Account established by the Committee to record the amounts payable to a Participant upon Separation from Service. Unless the Participant has established a Specified Date Account, all Deferrals and Company Contributions shall be allocated to a Retirement/Termination Account on behalf of the Participant.

2.37 Separation from Service. Separation from Service means an Employee’s termination of employment with the Employer. Whether a Separation from Service has occurred shall be determined by the Committee in accordance with Code Section 409A.

Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is deemed to have incurred a Separation from Service if the Employer and the Employee reasonably anticipated that the level of services to be performed by the Employee after a date certain would be reduced to 20% or less of the average services rendered by the Employee during the immediately preceding 36-month period (or the total period of employment, if less than 36 months disregarding periods during which the Employee was on a bona fide leave of absence.)

An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation from Service on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave or (ii) the expiration of the Employee’s right, if any, to reemployment under statute or contract. Notwithstanding the preceding, however, an Employee who is absent from work due to a physical or mental impairment that is expected to result in death or last for a continuous period of at least six months and that prevents the Employee from performing the duties of his position of employment or a similar position shall incur a Separation from Service on the first date immediately following the 29-month anniversary of the commencement of the leave.

For purposes of determining whether a Separation from Service has occurred, the Employer means the Employer as defined in Section 2.24 of the Plan, except that in applying Code sections 1563(a)(1), (2) and (3) for purposes of determining whether another organization is an Affiliate of the Company under Code Section 414(b), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining whether another organization is an Affiliate of the Company under Code Section 414(c), “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in those sections.

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The Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code Section 409A.

2.38 Specified Date Account. Specified Date Account means an Account established by the Committee to record the amounts payable at a future date as specified in the Participant’s Compensation Deferral Agreement. Unless otherwise determined by the Committee, a Participant may maintain no more than three Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an “In-Service Account” or such other name as established by the Committee without affecting the meaning thereof.

2.39 Specified Date Benefit. Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(c).

2.40 Specified Employee. Specified Employee means an Employee who, as of the date of his or her Separation from Service, is a “key employee” of the Company or any Affiliate, any stock of which is actively traded on an established securities market or otherwise.

An Employee is a key employee if he or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with applicable regulations thereunder and without regard to Code Section 416(i)(5)) at any time during the 12-month period ending on the Specified Employee Identification Date. Such Employee shall be treated as a key employee for the entire 12-month period beginning on the Specified Employee Effective Date.

For purposes of determining whether an Employee is a Specified Employee, the compensation of the Employee shall be determined in accordance with the definition of compensation provided under Treas. Reg. Section 1.415(c)-2(d)(3) (wages within the meaning of Code section 3401(a) for purposes of income tax withholding at the source, plus amounts excludible from gross income under section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed); provided, however, that, with respect to a nonresident alien who is not a Participant in the Plan, compensation shall not include compensation that is not includible in the gross income of the Employee under Code Sections 872, 893, 894, 911, 931 and 933, provided such compensation is not effectively connected with the conduct of a trade or business within the United States.

Notwithstanding anything in this paragraph to the contrary: (i) if a different definition of compensation has been designated by the Company with respect to another nonqualified deferred compensation plan in which a key employee participates, the definition of compensation shall be the definition provided in Treas. Reg. Section 1.409A-1(i)(2), and (ii) the Company may through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different definition of compensation.

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In the event of corporate transactions described in Treas. Reg. Section 1.409A-1(i)6), the identification of Specified Employees shall be determined in accordance with the default rules described therein, unless the Employer elects to utilize the available alternative methodology through designations made within the timeframes specified therein.

2.41 Specified Employee Identification Date. Specified Employee Identification Date means December 31, unless the Employer has elected a different date through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Employer.

2.42 Specified Employee Effective Date. Specified Employee Effective Date means the first day of the fourth month following the Specified Employee Identification Date, or such earlier date as is selected by the Committee.

2.43 Substantial Risk of Forfeiture. Substantial Risk of Forfeiture means the description specified in Treas. Reg. Section 1.409A-1(d).

2.44 Termination Benefit. Termination Benefit means the benefit payable to a Participant under the Plan following the Participant’s Separation from Service prior to Retirement.

2.45 Unforeseeable Emergency. Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code section 152, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The types of events which may qualify as an Unforeseeable Emergency may be limited by the Committee.

2.46 Valuation Date. Valuation Date means each Business Day.

2.47 Year of Service. Year of Service means each 12-month period of continuous service with the Employer.

ARTICLE III

Eligibility and Participation

3.1 Eligibility and Participation. An Eligible Employee becomes a Participant upon the earlier to occur of (i) a credit of Company Contributions under Article V or (ii) receipt of notification of eligibility to participate. The Committee shall designate each Eligible Employee as either a tier 1 or tier 2 Participant

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3.2 Duration. A Participant shall be eligible to defer Compensation and receive allocations of Company Contributions, subject to the terms of the Plan, for as long as such Participant remains an Eligible Employee. A Participant who is no longer an Eligible Employee but has not Separated from Service may not defer Compensation under the Plan beyond the Plan Year in which he or she became ineligible but may otherwise exercise all of the rights of a Participant under the Plan with respect to his or her Account(s). On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is greater than zero (0), and during such time may continue to make allocation elections as provided in Section 8.4. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid.

ARTICLE IV

Deferrals

4.1 Deferral Elections, Generally.

(a) A Participant may elect to defer Compensation by submitting a Compensation Deferral Agreement during the enrollment periods established by the Committee and in the manner specified by the Committee, but in any event, in accordance with Section 4.2. A Compensation Deferral Agreement that is not timely filed with respect to a service period or component of Compensation shall be considered void and shall have no effect with respect to such service period or Compensation. The Committee may modify any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 4.2.

(b) The Participant shall specify on his or her Compensation Deferral Agreement the amount of Deferrals and whether to allocate Deferrals to a Retirement/Termination Account or to a Specified Date Account. If no designation is made, Deferrals shall be allocated to the Retirement/Termination Account. A Participant may also specify in his or her Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan Accounts. If the Payment Schedule is not specified in a Compensation Deferral Agreement, the Payment Schedule shall be the Payment Schedule specified in Section 6.2.

4.2 Timing Requirements for Compensation Deferral Agreements.

(a) First Year of Eligibility. In the case of the first year in which an Eligible Employee becomes eligible to participate in the Plan, he or she has up to 30 days following his or her initial eligibility to submit a Compensation Deferral Agreement with respect to Compensation to be earned during such year. The Compensation Deferral Agreement described in this paragraph becomes irrevocable upon the end of such 30-day period. The determination of whether an

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Eligible Employee may file a Compensation Deferral Agreement under this paragraph shall be determined in accordance with the rules of Code Section 409A, including the provisions of Treas. Reg. Section 1.409A-2(a)(7).

A Compensation Deferral Agreement filed under this paragraph applies to Compensation earned on and after the date the Compensation Deferral Agreement becomes irrevocable.

(b) Prior Year Election. Except as otherwise provided in this Section 4.2, Participants may defer Compensation by filing a Compensation Deferral Agreement no later than December 31 of the year prior to the year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement described in this paragraph shall become irrevocable with respect to such Compensation as of January 1 of the year in which such Compensation is earned.

(c) Performance-Based Compensation. Participants may file a Compensation Deferral Agreement with respect to Performance-Based Compensation no later than the date that is six months before the end of the performance period, provided that:

(i) the Participant performs services continuously from the later of the beginning of the performance period or the date the criteria are established through the date the Compensation Deferral Agreement is submitted; and

(ii) the Compensation is not readily ascertainable as of the date the Compensation Deferral Agreement is filed.

A Compensation Deferral Agreement becomes irrevocable with respect to Performance-Based Compensation as of the day immediately following the latest date for filing such election. Any election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes payable as a result of the Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-1(e)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)) prior to the satisfaction of the performance criteria, will be void.

(d) Sales Commissions. Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i)) are considered to be earned by the Participant in the taxable year of the Participant in which the sale occurs. The Compensation Deferral Agreement must be filed before the last day of the year preceding the year in which the sales commissions are earned and becomes irrevocable after that date.

(e) Fiscal Year Compensation. A Participant may defer Fiscal Year Compensation by filing a Compensation Deferral Agreement prior to the first day of the fiscal year or years in which such Fiscal Year Compensation is earned. The Compensation Deferral Agreement described in this paragraph becomes irrevocable on the first day of the fiscal year or years to which it applies.

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(f) Short-Term Deferrals. Compensation that meets the definition of a “short-term deferral” described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in accordance with the rules of Article VII, applied as if the date the Substantial Risk of Forfeiture lapses is the date payments were originally scheduled to commence, provided, however, that the provisions of Section 7.3 shall not apply to payments attributable to a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)).

(g) Certain Forfeitable Rights. With respect to a legally binding right to a payment in a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least twelve months from the date the Participant obtains the legally binding right, an election to defer such Compensation may be made on or before the 30th day after the Participant obtains the legally binding right to the Compensation, provided that the election is made at least twelve months in advance of the earliest date at which the forfeiture condition could lapse. The Compensation Deferral Agreement described in this paragraph becomes irrevocable after such 30th day. If the forfeiture condition applicable to the payment lapses before the end of the required service period as a result of the Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-3(i)(4)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral Agreement will be void unless it would be considered timely under another rule described in this Section.

(h) Company Awards. Participating Employers may unilaterally provide for deferrals of Company awards prior to the date of such awards. Deferrals of Company awards (such as sign-on, retention, or severance pay) may be negotiated with a Participant prior to the date the Participant has a legally binding right to such Compensation.

(i) “Evergreen” Deferral Elections. The Committee, in its discretion, may provide in the Compensation Deferral Agreement that such Compensation Deferral Agreement will continue in effect for each subsequent year or performance period. Such “evergreen” Compensation Deferral Agreements will become effective with respect to an item of Compensation on the date such election becomes irrevocable under this Section 4.2. An evergreen Compensation Deferral Agreement may be terminated or modified prospectively with respect to Compensation for which such election remains revocable under this Section 4.2. A Participant whose Compensation Deferral Agreement is cancelled in accordance with Section 4.6 will be required to file a new Compensation Deferral Agreement under this Article IV in order to recommence Deferrals under the Plan.

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4.3 Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date Accounts and/or to the Retirement/Termination Account. The Committee may, in its discretion, establish a minimum deferral period for the establishment of a Specified Date Account (for example, the third Plan Year following the year Compensation is allocated to such accounts.)

4.4 Deductions from Pay. The Committee has the authority to determine the payroll practices under which any component of Compensation subject to a Compensation Deferral Agreement will be deducted from a Participant’s Compensation.

4.5 Vesting. Participant Deferrals shall be 100% vested at all times.

4.6 Cancellation of Deferrals. The Committee may cancel a Participant’s Deferrals (i) for the balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if the Participant receives a hardship distribution under the Employer’s qualified 401(k) plan, through the end of the Plan Year in which the six-month anniversary of the hardship distribution falls, and (iii) during periods in which the Participant is unable to perform the duties of his or her position or any substantially similar position due to a mental or physical impairment that can be expected to result in death or last for a continuous period of at least six months, provided cancellation occurs by the later of the end of the taxable year of the Participant or the 15^th day of the third month following the date the Participant incurs the disability (as defined in this paragraph (iii)).

ARTICLE V

Company Contributions

5.1 Discretionary Company Contributions. The Participating Employer may, from time to time in its sole and absolute discretion, credit Company Contributions to any Participant in any amount determined by the Participating Employer. Such contributions will be credited to a Participant’s Retirement/Termination Account.

5.2 Vesting. Company Contributions described in Section 5.1, above, and the Earnings thereon, shall vest in accordance with the vesting schedule(s) established by the Committee at the time that the Company Contribution is made. If no vesting schedule is specified, the vesting schedule in Exhibit A applies. Unless otherwise specified, matching Company Contributions, and the Earnings thereon, shall vest in accordance with the vesting schedule attached as Exhibit A. All Company Contributions shall become 100% vested upon the occurrence, while the Participant is employed, of the earliest of: (i) the death of the Participant, (ii) the disability of the Participant, (iii) Retirement of the Participant, (iv) a Change in Control, or (vi) termination of the Plan. The Participating Employer may, at any time, in its sole discretion, increase a Participant’s vested interest in a Company Contribution. The portion of a Participant’s Accounts that remains unvested upon his or her Separation from Service after the application of the terms of this Section 5.2 shall be forfeited.

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ARTICLE VI

Benefits

6.1 Benefits, Generally. A Participant shall be entitled to the following benefits under the Plan:

(a) Retirement Benefit. Upon the Participant’s Separation from Service due to Retirement, he or she shall be entitled to a Retirement Benefit. The Retirement Benefit shall be equal to the vested portion of the Retirement/Termination Account and (i) if the Retirement/Termination Account is payable in a lump sum, the unpaid balances of any Specified Date Accounts, or (ii) if the Retirement/Termination Account is payable in installments, the vested portion of any Specified Date Accounts with respect to which payments have not yet commenced. The Retirement Benefit shall be based on the value of that Account(s) as of the end of the month in which Separation from Service occurs or such later date as the Committee, in its sole discretion, shall determine. Payment of the Retirement Benefit will be made or begin on the first day of the month following the month in which Separation from Service occurs, provided, however, that with respect to a Participant who is a Specified Employee as of the date such Participant incurs a Separation from Service, payment will be made or begin on the first day of the seventh month following the month in which such Separation from Service occurs.

(b) Termination Benefit. Upon the Participant’s Separation from Service for reasons other than death or Retirement, he or she shall be entitled to a Termination Benefit. The Termination Benefit shall be equal to the vested portion of the Retirement/Termination Account and the vested portion of any unpaid balances in any Specified Date Accounts. The Termination Benefit shall be based on the value of the Retirement/Termination Account and such Specified Date Accounts as of the end of the month in which Separation from Service occurs. Payment of the Termination Benefit will be made or begin on the first day of the month following the month in which Separation from Service occurs, provided, however, that with respect to a Participant who is a Specified Employee as of the date such Participant incurs a Separation from Service, payment will be made or begin on the first day of the seventh month following the month in which such Separation from Service occurs.

(c) Specified Date Benefit. If the Participant has established one or more Specified Date Accounts, he or she shall be entitled to a Specified Date Benefit with respect to each such Specified Date Account. The Specified Date Benefit shall be equal to the vested portion of the Specified Date Account, based on the value of that Account as of the end of the month designated by the Participant at the time the Account was established. Payment of the Specified Date Benefit will be made or begin the first day of the month following the designated month.

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(d) Death Benefit. In the event of the Participant’s death, his or her designated Beneficiary(ies) shall be entitled to a Death Benefit. The Death Benefit shall be equal to the unpaid balances in the Participant’s Accounts.

(e) Unforeseeable Emergency Payments. A Participant who experiences an Unforeseeable Emergency may submit a written request to the Committee to receive payment of all or any portion of his or her vested Accounts. Whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Committee based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of Deferrals under this Plan. If an emergency payment is approved by the Committee, the amount of the payment shall not exceed the amount reasonably necessary to satisfy the need, taking into account the additional compensation that is available to the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties that the Participant reasonably anticipates will result from the payment. The amount of the emergency payment shall be subtracted first from the vested portion of the Participant’s Retirement/Termination Account until depleted and then from the vested Specified Date Accounts, beginning with the Specified Date Account with the latest payment commencement date. Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by the Committee.

(f) Voluntary Withdrawals of Grandfathered Accounts. A Participant may elect at any time to voluntarily withdraw the amounts credited to his or her Grandfathered Account. If such a withdrawal is requested, the Participant shall forfeit an amount equal to 15% of the balance of the Grandfathered Account, and he or she shall not be permitted to make Deferrals to the Plan in the Plan Year following the Plan Year in which the withdrawal is made. The minimum withdrawal is $5,000.

6.2 Form of Payment.

(a) Retirement Benefit. A Participant who is entitled to receive a Retirement Benefit shall receive payment of such benefit in a single lump sum, unless the Participant elects on his or her initial Compensation Deferral Agreement to have such benefit paid in one of the following alternative forms of payment: (i) substantially equal annual installments over a period of two to fifteen years, as elected by the Participant; or (ii) a lump sum payment of a percentage of the balance in the Retirement/Termination Account, with the balance paid in substantially equal annual installments over a period of two to fifteen years, as elected by the Participant.

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(b) Termination Benefit. A Participant who is entitled to receive a Termination Benefit shall receive payment of such benefit in a single lump sum.

(c) Specified Date Benefit. The Specified Date Benefit shall be paid in a single lump sum, unless the Participant elects on the Compensation Deferral Agreement with which the account was established to have the Specified Date Account paid in substantially equal annual installments over a period of two to five years, as elected by the Participant.

Notwithstanding any election of a form of payment by the Participant, upon a Separation from Service the unpaid balance of a Specified Date Account with respect to which payments have not commenced shall be paid in accordance with the form of payment applicable to the Retirement, Termination, or Death Benefit, as applicable. If such benefit is payable in a single lump sum, the unpaid balance of all Specified Date Accounts (including those in pay status) will be paid in a lump sum.

(d) Death Benefit. A designated Beneficiary who is entitled to receive a Death Benefit shall receive payment of such benefit in a single lump sum.

(e) Change in Control. A Participant will receive his or her Retirement or Termination Benefit in a single lump sum payment equal to the unpaid balance of all of his or her Accounts if Separation from Service occurs within 24 months following a Change in Control.

A Participant or Beneficiary receiving installment payments when a Change in Control occurs, will receive the remaining account balance in a single lump sum within 90 days following the Change in Control.

(f) Small Account Balances. The Committee shall pay the value of the Participant’s Accounts upon a Separation from Service in a single lump sum if the balance of such Accounts is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), provided the payment represents the complete liquidation of the Participant’s interest in the Plan.

(g) Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, annual payments will be made beginning as of the payment commencement date for such installments and shall continue on each anniversary thereof until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be determined by dividing (a) by (b), where (a) equals the Account Balance as of the Valuation Date and (b) equals the remaining number of installment payments.

For purposes of Article VII, installment payments will be treated as a single form of payment. If a lump sum equal to less than 100% of the Retirement/Termination Account is paid, the payment commencement date for the installment form of payment will be the first anniversary of the payment of the lump sum.

6.3 Acceleration of or Delay in Payments. The Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7).

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ARTICLE VII

Modifications to Payment Schedules

7.1 Participant’s Right to Modify. A Participant may modify any or all of the alternative Payment Schedules with respect to an Account, consistent with the permissible Payment Schedules available under the Plan, provided such modification complies with the requirements of this Article VII.

7.2 Time of Election. The date on which a modification election is submitted to the Committee must be at least twelve months prior to the date on which payment is scheduled to commence under the Payment Schedule in effect prior to the modification.

7.3 Date of Payment under Modified Payment Schedule. The date payments are to commence under the modified Payment Schedule must be no earlier than five years after the date payment would have commenced under the original Payment Schedule. Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A.

7.4 Effective Date. A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Committee and becomes effective 12 months after such date.

7.5 Effect on Accounts. An election to modify a Payment Schedule is specific to the Account or payment event to which it applies, and shall not be construed to affect the Payment Schedules of any other Accounts.

ARTICLE VIII

Valuation of Account Balances; Investments

8.1 Valuation. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company Contributions shall be credited to the Retirement/Termination Account at the times determined by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee.

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8.2 Earnings Credit. Each Account will be credited with Earnings on each Business Day, based upon the Participant’s investment allocation among a menu of investment options selected in advance by the Committee, in accordance with the provisions of this Article VIII (“investment allocation”).

8.3 Investment Options. Investment options will be determined by the Committee. The Committee, in its sole discretion, shall be permitted to add or remove investment options from the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change.

8.4 Investment Allocations. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu. At no time shall a Participant have any real or beneficial ownership in any investment option included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely for purposes of adjusting the value of a Participant’s Account Balances.

A Participant shall specify an investment allocation for each of his Accounts in accordance with procedures established by the Committee. Allocation among the investment options must be designated in increments of 1%. The Participant’s investment allocation will become effective on the same Business Day or, in the case of investment allocations received after a time specified by the Committee, the next Business Day.

A Participant may change an investment allocation on any Business Day, both with respect to future credits to the Plan and with respect to existing Account Balances, in accordance with procedures adopted by the Committee. Changes shall become effective on the same Business Day or, in the case of investment allocations received after a time specified by the Committee, the next Business Day, and shall be applied prospectively.

8.5 Unallocated Deferrals and Accounts. If the Participant fails to make an investment allocation with respect to an Account, such Account shall be invested in an investment option, the primary objective of which is the preservation of capital, as determined by the Committee.

ARTICLE IX

Administration

9.1 Plan Administration. This Plan shall be administered by the Committee which shall have discretionary authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and to utilize its discretion to decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims for benefits shall be filed with the Committee and resolved in accordance with the claims procedures in Article XII.

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9.2 Administration Upon Change in Control. Upon a Change in Control, the Committee, as constituted immediately prior to such Change in Control, shall continue to act as the Committee. The individual who was the Chief Executive Officer of the Company (or if such person is unable or unwilling to act, the next highest ranking officer) prior to the Change in Control shall have the authority (but shall not be obligated) to appoint an independent third party to act as the Committee.

Upon such Change in Control, the Company may not remove the Committee, unless 2/3rds of the members of the Board of Directors of the Company and a majority of Participants and Beneficiaries with Account Balances consent to the removal and replacement of the Committee. Notwithstanding the foregoing, neither the Committee nor the officer described above shall have authority to direct investment of trust assets under any rabbi trust described in Section 11.2.

The Participating Employer shall, with respect to the Committee identified under this Section: (i) pay all reasonable expenses and fees of the Committee, (ii) indemnify the Committee (including individuals serving as Committee members) against any costs, expenses and liabilities including, without limitation, attorneys’ fees and expenses arising in connection with the performance of the Committee’s duties hereunder, except with respect to matters resulting from the Committee’s gross negligence or willful misconduct and (iii) supply full and timely information to the Committee on all matters related to the Plan, any rabbi trust, Participants, Beneficiaries and Accounts as the Committee may reasonably require.

9.3 Withholding. The Participating Employer shall have the right to withhold from any payment due under the Plan (or with respect to any amounts credited to the Plan) any taxes required by law to be withheld in respect of such payment (or credit). Withholdings with respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan.

9.4 Indemnification. The Participating Employers shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which are delegated duties, responsibilities, and authority under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Committee and its agents, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which arise as a result of his or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Participating Employer. Notwithstanding the foregoing, the Participating Employer shall not indemnify any person or organization if his or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Participating Employer consents in writing to such settlement or compromise.

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9.5 Delegation of Authority. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who shall be legal counsel to the Company.

9.6 Binding Decisions or Actions. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations thereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

ARTICLE X

Amendment and Termination

10.1 Amendment and Termination. The Company may at any time and from time to time amend the Plan or may terminate the Plan as provided in this Article X. Each Participating Employer may also terminate its participation in the Plan.

10.2 Amendments. The Company, by action taken by its Board of Directors, may amend the Plan at any time and for any reason, provided that any such amendment shall not reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary Separation from Service on such date) or reduce any rights of a Participant under the Plan or other Plan features with respect to Deferrals made prior to the date of any such amendment or restatement without the consent of the Participant. The Board of Directors of the Company may delegate to the Committee the authority to amend the Plan without the consent of the Board of Directors for the purpose of (i) conforming the Plan to the requirements of law, (ii) facilitating the administration of the Plan, (iii) clarifying provisions based on the Committee’s interpretation of the document and (iv) making such other amendments as the Board of Directors may authorize.

10.3 Termination. The Company, by action taken by its Board of Directors, may terminate the Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). If a Participating Employer terminates its participation in the Plan, the benefits of affected Employees shall be paid at the time provided in Article VI.

10.4 Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan of deferred compensation that meets the requirements for deferral of income taxation under Code Section 409A. The Committee, pursuant to its authority to interpret the Plan, may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code Section 409A.

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ARTICLE XI

Informal Funding

11.1 General Assets. Obligations established under the terms of the Plan may be satisfied from the general funds of the Participating Employers, or a trust described in this Article XI. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Participating Employers. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of an unsecured general creditor of the Participating Employer.

11.2 Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under the Plan. Payments under the Plan may be paid from the general assets of the Participating Employer or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the Participant or Beneficiary under the Plan.

ARTICLE XII

Claims

12.1 Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Committee which shall make all determinations concerning such claim. Any claim filed with the Committee and any decision by the Committee denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”).

(a) In General. Notice of a denial of benefits will be provided within 90 days of the Committee’s receipt of the Claimant’s claim for benefits. If the Committee determines that it needs additional time to review the claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial 90 day period. The extension will not be more than 90 days from the end of the initial 90 day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Committee expects to make a decision.

(b) Contents of Notice. If a claim for benefits is completely or partially denied, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. The notice shall (i) cite the pertinent provisions of the Plan document and (ii) explain, where appropriate, how the Claimant can perfect the claim, including a description of any additional material or information necessary to complete the claim and why such material or information is necessary. The claim

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denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review.

12.2 Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with a committee designated to hear such appeals (the “Appeals Committee”). A Claimant who timely requests a review of the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Appeals Committee. All written comments, documents, records, and other information shall be considered “relevant” if the information (i) was relied upon in making a benefits determination, (ii) was submitted, considered or generated in the course of making a benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative processes and safeguards established for making benefit decisions. The Appeals Committee may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal.

(a) In General. Appeal of a denied benefits claim must be filed in writing with the Appeals Committee no later than 60 days after receipt of the written notification of such claim denial. The Appeals Committee shall make its decision regarding the merits of the denied claim within 60 days following receipt of the appeal (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.

(b) Contents of Notice. If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language.

The decision on review shall set forth: (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the Claimant’s claim, and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.

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12.3 Claims Appeals Upon Change in Control. Upon a Change in Control, the Appeals Committee, as constituted immediately prior to such Change in Control, shall continue to act as the Appeals Committee. Upon such Change in Control, the Company may not remove any member of the Appeals Committee, but may replace resigning members if 2/3rds of the members of the Board of Directors of the Company and a majority of Participants and Beneficiaries with Account Balances consent to the replacement.

The Appeals Committee shall have the exclusive authority at the appeals stage to interpret the terms of the Plan and resolve appeals under the Claims Procedure.

Each Participating Employer shall, with respect to the Committee identified under this Section: (i) pay its proportionate share of all reasonable expenses and fees of the Appeals Committee, (ii) indemnify the Appeals Committee (including individual committee members) against any costs, expenses and liabilities including, without limitation, attorneys’ fees and expenses arising in connection with the performance of the Appeals Committee hereunder, except with respect to matters resulting from the Appeals Committee’s gross negligence or willful misconduct and (iii) supply full and timely information to the Appeals Committee on all matters related to the Plan, any rabbi trust, Participants, Beneficiaries and Accounts as the Appeals Committee may reasonably require.

12.4 Legal Action. A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or her administrative remedies under such claims procedures.

If a Participant or Beneficiary prevails in a legal proceeding brought under the Plan to enforce the rights of such Participant or any other similarly situated Participant or Beneficiary, in whole or in part, the Participating Employer shall reimburse such Participant or Beneficiary for all legal costs, expenses, attorneys’ fees and such other liabilities incurred as a result of such proceedings. If the legal proceeding is brought in connection with a Change in Control, or a “change in control” as defined in a rabbi trust described in Section 11.2, the Participant or Beneficiary may file a claim directly with the trustee for reimbursement of such costs, expenses and fees. For purposes of the preceding sentence, the amount of the claim shall be treated as if it were an addition to the Participant’s or Beneficiary’s Account Balance.

12.5 Discretion of Appeals Committee. All interpretations, determinations and decisions of the Appeals Committee with respect to any claim shall be made in its sole discretion, and shall be final and conclusive.

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12.6 Arbitration.

(a) Prior to Change in Control. If, prior to a Change in Control, any claim or controversy between a Participating Employer and a Participant or Beneficiary is not resolved through the claims procedure set forth in Article XII, such claim shall be submitted to and resolved exclusively by expedited binding arbitration by a single arbitrator. Arbitration shall be conducted in accordance with the following procedures:

The complaining party shall promptly send written notice to the other party identifying the matter in dispute and the proposed remedy. Following the giving of such notice, the parties shall meet and attempt in good faith to resolve the matter. In the event the parties are unable to resolve the matter within 21 days, the parties shall meet and attempt in good faith to select a single arbitrator acceptable to both parties. If a single arbitrator is not selected by mutual consent within ten Business Days following the giving of the written notice of dispute, an arbitrator shall be selected from a list of nine persons each of whom shall be an attorney who is either engaged in the active practice of law or recognized arbitrator and who, in either event, is experienced in serving as an arbitrator in disputes between employers and employees, which list shall be provided by the main office of either JAMS, the American Arbitration Association (“AAA”) or the Federal Mediation and Conciliation Service. If, within three Business Days of the parties’ receipt of such list, the parties are unable to agree on an arbitrator from the list, then the parties shall each strike names alternatively from the list, with the first to strike being determined by the flip of a coin. After each party has had four strikes, the remaining name on the list shall be the arbitrator. If such person is unable to serve for any reason, the parties shall repeat this process until an arbitrator is selected.

Unless the parties agree otherwise, within 60 days of the selection of the arbitrator, a hearing shall be conducted before such arbitrator at a time and a place agreed upon by the parties. In the event the parties are unable to agree upon the time or place of the arbitration, the time and place shall be designated by the arbitrator after consultation with the parties. Within 30 days of the conclusion of the arbitration hearing, the arbitrator shall issue an award, accompanied by a written decision explaining the basis for the arbitrator’s award.

In any arbitration hereunder, the Participating Employer shall pay all administrative fees of the arbitration and all fees of the arbitrator, except that the Participant or Beneficiary may, if he/she/it wishes, pay up to one-half of those amounts. Each party shall pay its own attorneys’ fees, costs, and expenses, unless the arbitrator orders otherwise. The prevailing party in such arbitration, as determined by the arbitrator, and in any enforcement or other court proceedings, shall be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including but not limited to the arbitrator’s compensation), expenses, and attorneys’ fees. The arbitrator shall

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have no authority to add to or to modify this Plan, shall apply all applicable law, and shall have no lesser and no greater remedial authority than would a court of law resolving the same claim or controversy. The arbitrator shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that it would be entitled to summary judgment if the matter had been pursued in court litigation.

The parties shall be entitled to discovery as follows: Each party may take no more than three depositions. The Participating Employer may depose the Participant or Beneficiary plus two other witnesses, and the Participant or Beneficiary may depose the Participating Employer, pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure, plus two other witnesses. Each party may make such reasonable document discovery requests as are allowed in the discretion of the arbitrator.

The decision of the arbitrator shall be final, binding, and non-appealable, and may be enforced as a final judgment in any court of competent jurisdiction.

This arbitration provision of the Plan shall extend to claims against any parent, subsidiary, or affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, Participant, Beneficiary, or agent of any party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising under the common law or under this Plan.

Notwithstanding the foregoing, and unless otherwise agreed between the parties, either party may apply to a court for provisional relief, including a temporary restraining order or preliminary injunction, on the ground that the arbitration award to which the applicant may be entitled may be rendered ineffectual without provisional relief.

Any arbitration hereunder shall be conducted in accordance with the Federal Arbitration Act: provided, however, that, in the event of any inconsistency between the rules and procedures of the Act and the terms of this Plan, the terms of this Plan shall prevail.

If any of the provisions of this Section 12.6(a) are determined to be unlawful or otherwise unenforceable, in the whole part, such determination shall not affect the validity of the remainder of this section and this section shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that the resolution of all conflicts between the parties, including those arising out of statutory claims, shall be resolved by neutral, binding arbitration. If a court should find that the provisions of this Section 12.6(a) are not absolutely binding, then the parties intend any arbitration decision and award to be fully admissible in evidence in any subsequent action, given great weight by any finder of fact and treated as determinative to the maximum extent permitted by law.

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The parties do not agree to arbitrate any putative class action or any other representative action. The parties agree to arbitrate only the claims(s) of a single Participant or Beneficiary.

(b) Upon Change in Control. If, upon the occurrence of a Change in Control, any dispute, controversy or claim arises between a Participant or Beneficiary and the Participating Employer out of or relating to or concerning the provisions of the Plan, such dispute, controversy or claim shall be finally settled by a court of competent jurisdiction which, notwithstanding any other provision of the Plan, shall apply a de novo standard of review to any determination made by the Company or its Board of Directors, a Participating Employer, the Committee, or the Appeals Committee.

ARTICLE XIII

General Provisions

13.1 Assignment. No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)).

The Company may assign any or all of its liabilities under this Plan in connection with any restructuring, recapitalization, sale of assets or other similar transactions affecting a Participating Employer without the consent of the Participant.

13.2 No Legal or Equitable Rights or Interest. No Participant or other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the service of the Participating Employer. The right and power of a Participating Employer to dismiss or discharge an Employee is expressly reserved. The Participating Employers make no representations or warranties as to the tax consequences to a Participant or a Participant’s beneficiaries resulting from a deferral of income pursuant to the Plan.

13.3 Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan of deferred compensation that meets the requirements for deferral of income taxation under Code Section 409A. The Committee, pursuant to its authority to interpret the Plan, may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code Section 409A.

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13.4 No Employment Contract. Nothing contained herein shall be construed to constitute a contract of employment between an Employee and a Participating Employer.

13.5 Notice. Any notice or filing required or permitted to be delivered to the Committee under this Plan shall be delivered in writing, in person, or through such electronic means as is established by the Committee. Notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Written transmission shall be sent by certified mail to:

STEIN MART, INC.

ATTN: VP OF HUMAN RESOURCES

1200 RIVERPLACE BOULEVARD

JACKSONVILLE, FLORIDA 32207

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the last known address of the Participant.

13.6 Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.

13.7 Invalid or Unenforceable Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Committee may elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been included.

13.8 Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the Committee advised of his or her current mailing address. If benefit payments are returned to the Plan or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payee is missing. The Committee, after making such efforts as in its discretion it deems reasonable and appropriate to locate the payee, shall stop payment on any uncashed checks and may discontinue making future payments until contact with the payee is restored.

13.9 Facility of Payment to a Minor. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Committee may, in its discretion, make such distribution (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Committee, the Company, and the Plan from further liability on account thereof.

13.10 Governing Law. To the extent not preempted by ERISA, the laws of the State of Florida shall govern the construction and administration of the Plan.

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IN WITNESS WHEREOF, the undersigned executed this Plan as of the     day of             , 2008, to be effective as of the Effective Date.

Stein Mart, Inc.
By:	(Print Name)
Its:	(Title)
	(Signature)

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Exhibit A

Company Matching Contributions.

Vesting. Company Matching Contributions and the Earnings thereon, shall vest in accordance with the following vesting schedule:

Full or partial Plan Years in which a Participant has participated in the Plan	Percent Vested
Fewer than 4		0	%
At least 4 but fewer than 5		20	%
At least 5 but fewer than 6		40	%
At least 6 but fewer than 7		60	%
At least 7 but fewer than 8		80	%
At least 8		100	%
Upon death, disability, Retirement, termination of the Plan, or termination of employment within 3 years following a Change in Control		100	%

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EX-10.24

Exhibit 10.24

RENEWAL OF LAW FIRM ENGAGEMENT

AGREEMENT

This Agreement (this “Agreement”) entered into in the City of Jacksonville and State of Florida between Stein Mart, Inc., a Florida corporation and its divisions, subsidiaries and affiliates (the “Company”), and KIRSCHNER & LEGLER, P.A. (which, together with its president, Mitchell W. Legler, “Legler”, and with Legler and Kirschner & Legler, P.A. collectively called the “Firm”), is made as of April 1, 2013 (the “Effective Date”).

Background

The parties entered into a Law Firm Engagement Agreement dated April 1, 2011 (the “Existing Agreement”) which expires by its terms on March 31, 2013. The parties with to renew the Existing Agreement on the terms provided below.

In consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

SECTION 1. TERM OF ENGAGEMENT

(a) Term. Section I (a) of the Existing Agreement is hereby modified to read in its entirety as follows: “The Company agrees to employ the Firm, and the Firm agrees to be employed by the Company, for a period of two (2) year(s) beginning on the April 1, 2013 and ending on March 31, 2015 (the “Term”).”

(b) Compensation. Section 4(a) of the Existing Agreement is hereby modified to increase the annual compensation from $180,000 to $200,000.

SECTION 2. RATIFICATION

(a) Agreement Continuing. Except as expressly modified as provided above, the Existing Agreement shall continue in full force and effect.

(b) Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company and the Firm have executed this Agreement effective as of the Effective Date.

STEIN MART, INC.		KIRSCHNER & LEGLER, P.A.
By:	/s/ D. Hunt Hawkins	By:	/s/ Mitchell W. Legler
Name:	David H. Hawkins, EVP-COO		Mitchell W. Legler, President

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (Nos. 333-148007, 333-160248, 333-181933) of Stein Mart, Inc. of our report dated May 3, 2013 relating to financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Jacksonville, Florida

May 3, 2013

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jay Stein, certify that:

1. I have reviewed this Annual Report on Form 10-K of Stein Mart, 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 Stein Mart, Inc. as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer 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 these 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 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 controls 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 controls over financial reporting.

Date: May 3, 2013	/s/ Jay Stein
	Jay Stein
	Chairman of the Board and Interim Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Gregory W. Kleffner, certify that:

1. I have reviewed this Annual Report on Form 10-K of Stein Mart, 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 Stein Mart, Inc. as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer 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 these 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 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 controls 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 controls over financial reporting.

Date: May 3, 2013	/s/ Gregory W. Kleffner
	Gregory W. Kleffner
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Chairman of the Board and Interim Chief Executive Officer of Stein Mart, Inc. (the “Company”), hereby certify that:

1. the Annual Report on Form 10-K of the Company for the 53 weeks ended February 2, 2013 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2013	/s/ Jay Stein
	Jay Stein
	Chairman of the Board and Interim Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Executive Vice President and Chief Financial Officer of Stein Mart, Inc. (the “Company”), hereby certify that:

1. the Annual Report on Form 10-K of the Company for the 53 weeks ended February 2, 2013 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2013	/s/ Gregory W. Kleffner
	Gregory W. Kleffner
	Executive Vice President and Chief Financial Officer

XML

Restatement of Previously Issued Financial Statements (Details 2) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011		Jan. 30, 2010
Current assets:
Cash and cash equivalents	$ 67,233	$ 94,053	[1]	$ 79,718	[1]	$ 80,309	[1]
Inventories	243,345	218,832	[1]
Prepaid expenses and other current assets	22,855	34,139	[1]
Total current assets	333,433	347,024	[1]
Property and equipment, net	131,570	109,990	[1]
Other assets	26,706	22,569	[1]
Total assets	491,709	479,583	[1]
Current liabilities:
Accounts payable	130,972	106,063	[1]
Accrued expenses and other current liabilities	66,109	68,063	[1]
Total current liabilities	197,081	174,126	[1]
Other liabilities	60,594	55,786	[1]
Total liabilities	257,675	229,912	[1]
Shareholders' equity:
Preferred stock - $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding			[1]
Common stock - $.01 par value; 100,000,000 shares authorized; 43,588,821 shares issued and outstanding	438	436	[1]
Additional paid-in capital	17,491	15,268	[1]
Retained earnings	216,574	235,386	[1]
Accumulated other comprehensive loss	(469)	(1,419)	[1]
Total shareholders' equity	234,034	249,671	[1]	237,481		197,986
Total liabilities and shareholders' equity	491,709	479,583	[1]
As previously reported [Member]
Current assets:
Cash and cash equivalents		94,053		80,171		80,975
Inventories		220,775
Prepaid expenses and other current assets		36,838
Total current assets		351,666
Property and equipment, net		104,141
Other assets		17,409
Total assets		473,216
Current liabilities:
Accounts payable		106,063
Accrued expenses and other current liabilities		72,731
Total current liabilities		178,794
Other liabilities		35,084
Total liabilities		213,878
Shareholders' equity:
Preferred stock - $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding
Common stock - $.01 par value; 100,000,000 shares authorized; 43,588,821 shares issued and outstanding		436
Additional paid-in capital		15,268
Retained earnings		245,053
Accumulated other comprehensive loss		(1,419)
Total shareholders' equity		259,338				215,689
Total liabilities and shareholders' equity		473,216
Adjustments [Member]
Current assets:
Cash and cash equivalents				(453)		(666)
Inventories		(1,943)
Prepaid expenses and other current assets		(2,699)
Total current assets		(4,642)
Property and equipment, net		5,849
Other assets		5,160
Total assets		6,367
Current liabilities:
Accrued expenses and other current liabilities		(4,668)
Total current liabilities		(4,668)
Other liabilities		20,702
Total liabilities		16,034
Shareholders' equity:
Preferred stock - $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding
Retained earnings		(9,667)
Total shareholders' equity		(9,667)				(17,703)	[1]
Total liabilities and shareholders' equity		$ 6,367

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

XML

Income Taxes (Details 3)	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012	Jan. 29, 2011
Determination of income tax by applying statutory U.S. corporate tax rate to pre-tax amounts
Federal tax at the statutory rate	35.00%	35.00%	35.00%
State income taxes, net of federal benefit	2.10%	4.50%	1.10%
Valuation allowance	0.00%	0.00%	(39.10%)
Permanent differences and other	(6.60%)	(1.50%)	(0.10%)
Effective tax rate	30.50%	38.00%	(3.10%)

XML

Leases and Commitments (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012	Jan. 29, 2011
Rent expense
Minimum rentals	$ 71,260	$ 72,581	$ 73,627
Contingent rentals	981	1,014	1,015
Rent Expenses Total	$ 72,241	$ 73,595	$ 74,642

XML

Sales by Major Merchandise Category (Details Textual)	12 Months Ended
	Feb. 02, 2013 Segment
Sales by Major Merchandise Category (Textual) [Abstract]
Number of business segment	1

XML

Income Taxes (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012	Jan. 29, 2011
Reconciliation of change in amount of unrecognized tax benefits
Beginning Balance	$ 1,476	$ 3,062	$ 5,163
Increases due to:
Tax positions taken in prior years		587	526
Settlements with taxing authorities			12
Decreases due to:
Tax positions taken in prior years	(765)		(2,553)
Settlements with taxing authorities		(2,101)	(2,500)
Lapse of statute of limitations	(80)	(72)	(86)
Ending Balance	$ 631	$ 1,476	$ 3,062

XML

Accrued Expenses and Other Current Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Jan. 28, 2012
Major components of accrued expenses and other current liabilities
Compensation and employee benefits	$ 12,487	$ 10,006
Unredeemed gift and merchandise return cards	9,163	11,277
Property taxes	11,357	11,845
Accrued vacation	6,553	6,443
Other	26,549	28,492
Accrued Liabilities Total	$ 66,109	$ 68,063	[1]

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

XML

Sales by Major Merchandise Category (Tables)

12 Months Ended

Feb. 02, 2013

Sales by Major Merchandise Category [Abstract]

Sales by major merchandise category

We are a single business segment. The following table summarizes retail sales by major merchandise category:

	2012		2011		2010
			(Restated)		(Restated)
Ladies’ apparel and accessories	$	746,616	$	731,451	$	746,886
Men’s apparel and accessories		266,777		255,927		259,016
Home		150,347		135,122		137,706
Other		48,938		36,351		39,288
Owned department sales		1,212,678		1,158,851		1,182,896
Leased department commissions		19,688		19,100		18,185
Net sales	$	1,232,366	$	1,177,951	$	1,201,081

XML

Related Party Transactions (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Feb. 02, 2013 Location	Jan. 28, 2012 Location	Jan. 29, 2011 Location
Related Party Transactions (Textual) [Abstract]
Legal fees associated with related party transaction services	$ 0.2	$ 0.2	$ 0.2
Number of locations leased	3	3	3
Base rent amounts paid leased space and other lease-related services	0.8	0.8	0.8
Data processing equipment expenses, services from related party	$ 0.3	$ 0.3	$ 0.3

XML

Employee Benefit Plans (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012	Jan. 29, 2011
Summary of change in the post-retirement benefit obligation
Benefit obligation at beginning of year	$ 9,212	$ 6,307
Service cost	790	655	533
Interest cost	404	366	318
Actuarial losses	1,979	1,884
Curtailment	(1,272)
Settlement	(9,227)
Benefit obligation at end of year	$ 1,886	$ 9,212	$ 6,307

XML

Quarterly Results of Operations (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Jan. 28, 2012	Oct. 29, 2011	Jul. 30, 2011	Apr. 30, 2011	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011
Quarterly results of operations
Net sales	$ 368,557	$ 273,729	$ 280,372	$ 309,708	$ 330,952	$ 263,232	$ 274,549	$ 309,218	$ 1,232,366	$ 1,177,951	[1]	$ 1,201,081	[1]
Gross profit	106,257	70,690	73,819	91,864	87,492	66,653	70,917	94,554	342,630	319,616	[1]	332,666	[1]
Net income (loss)	$ 13,547	$ (1,659)	$ 2,306	$ 10,833	$ 5,893	$ (1,696)	$ 1,834	$ 13,900	$ 25,027	$ 19,931	[1]	$ 56,686	[1]
Basic income (loss) per share	$ 0.31	$ (0.04)	$ 0.05	$ 0.25	$ 0.13	$ (0.04)	$ 0.04	$ 0.31	$ 0.57	$ 0.45	[1]	$ 1.28	[1]
Diluted income (loss) per share	$ 0.30	$ (0.04)	$ 0.05	$ 0.25	$ 0.13	$ (0.04)	$ 0.04	$ 0.31	$ 0.57	$ 0.44	[1]	$ 1.26	[1]

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

XML

Restatement of Previously Issued Financial Statements (Tables)

12 Months Ended

Feb. 02, 2013

Restatement of Previously Issued Financial Statements [Abstract]

Effect of adjustments on consolidated statements of income

The net effect of the adjustments on the Consolidated Statements of Income was to increase Net income by $0.1 million and $7.9 million for the years ended January 28, 2012 and January 29, 2011, respectively.

Increase (decrease) in Net income:	2011			2010
Inventory markdowns	$	655		$	(707	)
Leasehold improvement costs		1,937			2,037
Compensated absences		(134	)		429
Other		(2,283	)		47
Total adjustments before tax		175			1,806
Income tax expense (benefit) from adjustments		72			(6,127	)
Increase in Net income	$	103		$	7,933

Summary of decrease to retained earnings of adjustments

The decrease to retained earnings from the adjustments as of January 30, 2010, is as follows:

Inventory markdowns	$	(1,891	)
Leasehold improvement costs		(8,982	)
Compensated absences		(6,737	)
Other		(81	)
Income tax effect of adjustments		(12	)
Decrease to retained earnings	$	(17,703	)

Effect of Corrections on Consolidated Balance Sheets

The following table presents the effect of the aforementioned adjustments on our Consolidated Balance Sheet as of January 28, 2012 and indicates the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	As of January 28, 2012
	As Previously Reported			Adjustments			Description of Adjustments			As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	94,053		$	—					$	94,053
Inventories		220,775			(1,943	)		(1	)		218,832
Prepaid expenses and other current assets		36,838			(2,699	)		(2)(6)(7	)		34,139
Total current assets		351,666			(4,642	)					347,024
Property and equipment, net		104,141			5,849			(2)(7	)		109,990
Other assets		17,409			5,160			(2)(6	)		22,569
Total assets	$	473,216		$	6,367					$	479,583
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	106,063		$	—					$	106,063
Accrued expenses and other current liabilities		72,731			(4,668	)		(3)(6	)		68,063
Total current liabilities		178,794			(4,668	)					174,126
Other liabilities		35,084			20,702			(2)(6	)		55,786
Total liabilities		213,878			16,034						229,912
Shareholders’ equity:
Preferred stock – $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding
Common stock – $.01 par value; 100,000,000 shares authorized; 43,588,821 shares issued and outstanding		436			—						436
Additional paid-in capital		15,268			—						15,268
Retained earnings		245,053			(9,667	)		(1)(2)(3)(7	)		235,386
Accumulated other comprehensive loss		(1,419	)		—						(1,419	)
Total shareholders’ equity		259,338			(9,667	)					249,671
Total liabilities and shareholders’ equity	$	473,216		$	6,367					$	479,583

Effect of reclassifications and corrections on Consolidated Statements of Income

The following tables present the effect of the aforementioned reclassifications and adjustments on our Consolidated Statements of Income for the fiscal years ended January 28, 2012 and January 29, 2011 and indicate the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	Year Ended January 28, 2012
	As Previously Reported		Reclassifications			Adjustments			Description of Adjustments			As Restated
Net sales	$	1,160,367	$	—		$	17,584			(4)(5	)	$	1,177,951
Cost of merchandise sold		863,003		—			(4,668	)		(1)(2)(5	)		858,335
Gross profit		297,364		—			22,252						319,616
Selling, general and administrative expenses		289,114		(11,273	)		9,343			(2)(3)(4)(7	)		287,184
Other income, net		24,007		(11,273	)		(12,734	)		(4	)		—
Operating income		32,257		—			175						32,432
Interest expense, net		286		—			—						286
Income before income taxes		31,971		—			175						32,146
Income tax expense		12,143		—			72			(1)(2)(3)(7	)		12,215
Net income	$	19,828	$	—		$	103					$	19,931
Net income per share:
Basic	$	0.44	$	—		$	0.01					$	0.45
Diluted	$	0.44	$	—		$	—					$	0.44

	Year Ended January 29, 2011
	As Previously Reported		Reclassifications			Adjustments			Description of Adjustments			As Restated
Net sales	$	1,181,510	$	—		$	19,571			(4)(5	)	$	1,201,081
Cost of merchandise sold		869,202		—			(787	)		(1)(2)(5	)		868,415
Gross profit		312,308		—			20,358						332,666
Selling, general and administrative expenses		288,208		(17,306	)		6,428			(2)(3)(4)(7	)		277,330
Other income, net		29,430		(17,306	)		(12,124	)		(4	)		—
Operating income		53,530		—			1,806						55,336
Interest expense, net		338		—			—						338
Income before income taxes		53,192		—			1,806						54,998
Income tax expense (benefit)		4,439		—			(6,127	)		(1)(2)(3)(7	)		(1,688	)
Net income	$	48,753	$	—		$	7,933					$	56,686
Net income per share:
Basic	$	1.10	$	—		$	0.18					$	1.28
Diluted	$	1.08	$	—		$	0.18					$	1.26

Effect of Adjustment and corrections on Consolidated Statement of Comprehensive Income

The following tables present the effect of the aforementioned adjustments on our Consolidated Statements of Comprehensive Income for the fiscal years ended January 28, 2012 and January 29, 2011 and indicate the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	Year Ended January 28, 2012
	As Previously Reported			Adjustments		Description of Adjustments			As Restated
Net income	$	19,828		$	103		(1)(2)(3)(7	)	$	19,931
Other comprehensive loss, net of tax:
Change in post-retirement benefit obligations		(1,875	)		—					(1,875	)
Comprehensive income	$	17,953		$	103				$	18,056

	Year Ended January 29, 2011
	As Previously Reported			Adjustments		Description of Adjustments			As Restated
Net income	$	48,753		$	7,933		(1)(2)(3)(7	)	$	56,686
Other comprehensive loss, net of tax:
Change in post-retirement benefit obligations		(122	)		—					(122	)
Comprehensive income	$	48,631		$	7,933				$	56,564

Effect of corrections on Consolidated Statements of Cash Flows

The following tables present the effect of the aforementioned adjustments on our Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2012 and January 29, 2011 and indicate the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	Year Ended January 28, 2012
	As Previously Reported			Adjustments			Description of Adjustments			As Restated
Cash flows from operating activities:
Net income	$	19,828		$	103			(1)(2)(3)(7	)	$	19,931
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		18,937			(323	)		(2)(7	)		18,614
Share-based compensation		3,821			—						3,821
Store closing charges		793			—						793
Impairment of property and other assets		1,166			—						1,166
Loss on disposal of property and equipment		—			77			(7	)		77
Deferred income taxes		12,766			(519	)		(1)(2)(3)(7	)		12,247
Tax deficiency from equity issuances		(437	)		—						(437	)
Excess tax benefits from share-based compensation		(375	)		—						(375	)
Changes in assets and liabilities:
Inventories		11,520			(656	)		(1	)		10,864
Prepaid expenses and other current assets		(12,173	)		(813	)		(2)(6)(7	)		(12,986	)
Other assets		(3,796	)		281			(2)(7	)		(3,515	)
Accounts payable		10,518			—						10,518
Accrued expenses and other current liabilities		(4,857	)		1,339			(3)(6	)		(3,518	)
Other liabilities		1,857			5,527			(2)(6	)		7,384
Net cash provided by operating activities		59,568			5,016						64,584
Cash flows from investing activities:
Acquisition of property and equipment		(33,449	)		(4,563	)		(2)(7	)		(38,012	)
Net cash used in investing activities		(33,449	)		(4,563	)					(38,012	)
Cash flows from financing activities:
Capital lease payments		(3,362	)		—						(3,362	)
Excess tax benefits from share-based compensation		375			—						375
Proceeds from exercise of stock options and other		2,891			—						2,891
Repurchase of common stock		(12,141	)		—						(12,141	)
Net cash used in financing activities		(12,237	)		—						(12,237	)
Net increase in cash and cash equivalents		13,882			453			(7	)		14,335
Cash and cash equivalents at beginning of year		80,171			(453	)		(7	)		79,718
Cash and cash equivalents at end of year	$	94,053		$	—					$	94,053

	Year Ended January 29, 2011
	As Previously Reported			Adjustments			Description of Adjustments			As Restated
Cash flows from operating activities:
Net income	$	48,753		$	7,933			(1)(2)(3)(7	)	$	56,686
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,328			451			(2)(7	)		17,779
Share-based compensation		3,759			—						3,759
Store closing charges		3,128			—						3,128
Impairment of property and other assets		1,150			—						1,150
Loss on disposal of property and equipment		—			117			(7	)		117
Deferred income taxes		10,679			467			(1)(2)(3)(7	)		11,146
Change in valuation allowance for deferred tax assets		(16,686	)		(6,823	)		(1)(2)(3)(7	)		(23,509	)
Tax benefit from equity issuances		6,995			—						6,995
Excess tax benefits from share-based compensation		(6,937	)		—						(6,937	)
Changes in assets and liabilities:
Inventories		(14,170	)		707			(1	)		(13,463	)
Prepaid expenses and other current assets		(2,675	)		(616	)		(2)(6)(7	)		(3,291	)
Other assets		(1,743	)		276			(2)(6	)		(1,467	)
Accounts payable		15,227			—						15,227
Accrued expenses and other current liabilities		(12,373	)		31			(3)(6	)		(12,342	)
Other liabilities		(2,803	)		(3,082	)		(2)(6	)		(5,885	)
Net cash provided by operating activities		49,632			(539	)					49,093
Cash flows from investing activities:
Acquisition of property and equipment		(29,550	)		752			(2)(7	)		(28,798	)
Net cash used in investing activities		(29,550	)		752						(28,798	)
Cash flows from financing activities:
Cash dividends paid		(22,233	)		—						(22,233	)
Excess tax benefits from share-based compensation		6,937			—						6,937
Proceeds from exercise of stock options and other		1,512			—						1,512
Repurchase of common stock		(7,102	)		—						(7,102	)
Net cash used in financing activities		(20,886	)		—						(20,886	)
Net decrease in cash and cash equivalents		(804	)		213			(7	)		(591	)
Cash and cash equivalents at end of year		80,975			(666	)		(7	)		80,309
Cash and cash equivalents at end of year	$	80,171		$	(453	)					79,718

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Leases and Commitments (Details Textual)	12 Months Ended
	Feb. 02, 2013
Leases and Commitments (Textual) [Abstract]
Length of lease extension	5 years
Minimum number of options to extend lease term	2
Leases and Commitments (Additional Textual) [Abstract]
Lease term	10 years
Maximum [Member]
Leases and Commitments (Textual) [Abstract]
Interest rates on capital leases	0.10%

XML

Restatement of Previously Issued Financial Statements (Details 5) (USD $) In Thousands, unless otherwise specified	3 Months Ended											12 Months Ended
	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012		Jan. 28, 2012		Oct. 29, 2011	Jul. 30, 2011	Apr. 30, 2011		Feb. 02, 2013		Jan. 28, 2012		Jan. 29, 2011
Cash flows from operating activities:
Net income	$ 13,547	$ (1,659)	$ 2,306	$ 10,833		$ 5,893		$ (1,696)	$ 1,834	$ 13,900		$ 25,027		$ 19,931	[1]	$ 56,686	[1]
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization												23,911		18,614	[1]	17,779	[1]
Share-based compensation												6,203		3,821	[1]	3,759	[1]
Store closing charges												996		793	[1]	3,128	[1]
Impairment of property and other assets												523		1,166	[1]	1,150	[1]
Loss on disposal of property and equipment												1,324		77		117
Deferred income taxes												2,916		12,247	[1]	11,146	[1]
Change in valuation allowance for deferred tax assets																(23,509)	[1]
Tax deficiency from equity issuances												(510)		(437)	[1]	6,995	[1]
Excess tax benefits from share-based compensation												(640)		(375)	[1]	(6,937)	[1]
Changes in assets and liabilities:
Inventories												(24,513)		10,864	[1]	(13,463)	[1]
Prepaid expenses and other current assets												11,836		(12,986)	[1]	(3,291)	[1]
Other assets												(4,137)		(3,515)	[1]	(1,467)	[1]
Accounts payable												24,909		10,518	[1]	15,227	[1]
Accrued expenses and other current liabilities												450		(3,518)	[1]	(12,342)	[1]
Other liabilities												3,044		7,384	[1]	(5,885)	[1]
Net cash provided by operating activities												71,339		64,584	[1]	49,093	[1]
Cash flows from investing activities:
Acquisition of property and equipment														(38,012)		(28,798)
Net cash used in investing activities												(45,426)		(38,012)	[1]	(28,798)	[1]
Cash flows from financing activities:
Cash dividends paid												(43,839)				(22,233)	[1]
Capital lease payments												(6,066)		(3,362)	[1]
Excess tax benefits from share-based compensation												640		375	[1]	6,937	[1]
Proceeds from exercise of stock options and other												471		2,891	[1]	1,512	[1]
Repurchase of common stock												(3,939)		(12,141)	[1]	(7,102)	[1]
Net cash used in financing activities												(52,733)		(12,237)	[1]	(20,886)	[1]
Net (decrease) increase in cash and cash equivalents												(26,820)		14,335	[1]	(591)	[1]
Cash and cash equivalents at beginning of year				94,053	[1]					79,718	[1]	94,053	[1]	79,718	[1]	80,309	[1]
Cash and cash equivalents at end of year	67,233					94,053	[1]					67,233		94,053	[1]	79,718	[1]
As previously reported [Member]
Cash flows from operating activities:
Net income														19,828		48,753
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization														18,937		17,328
Share-based compensation														3,821		3,759
Store closing charges														793		3,128
Impairment of property and other assets														1,166		1,150
Deferred income taxes														12,766		10,679
Change in valuation allowance for deferred tax assets																(16,686)
Tax deficiency from equity issuances														(437)		6,995
Excess tax benefits from share-based compensation														(375)		(6,937)
Changes in assets and liabilities:
Inventories														11,520		(14,170)
Prepaid expenses and other current assets														(12,173)		(2,675)
Other assets														(3,796)		(1,743)
Accounts payable														10,518		15,227
Accrued expenses and other current liabilities														(4,857)		(12,373)
Other liabilities														1,857		(2,803)
Net cash provided by operating activities														59,568		49,632
Cash flows from investing activities:
Acquisition of property and equipment														(33,449)		(29,550)
Net cash used in investing activities														(33,449)		(29,550)
Cash flows from financing activities:
Cash dividends paid																(22,233)
Capital lease payments														(3,362)
Excess tax benefits from share-based compensation														375		6,937
Proceeds from exercise of stock options and other														2,891		1,512
Repurchase of common stock														(12,141)		(7,102)
Net cash used in financing activities														(12,237)		(20,886)
Net (decrease) increase in cash and cash equivalents														13,882		(804)
Cash and cash equivalents at beginning of year										80,171				80,171		80,975
Cash and cash equivalents at end of year						94,053								94,053		80,171
Adjustments [Member]
Cash flows from operating activities:
Net income						200								103		7,933
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization														(323)		451
Loss on disposal of property and equipment														77		117
Deferred income taxes														(519)		467
Change in valuation allowance for deferred tax assets																(6,823)
Changes in assets and liabilities:
Inventories														(656)		707
Prepaid expenses and other current assets														(813)		(616)
Other assets														281		276
Accrued expenses and other current liabilities														1,339		31
Other liabilities														5,527		(3,082)
Net cash provided by operating activities														5,016		(539)
Cash flows from investing activities:
Acquisition of property and equipment														(4,563)		752
Net cash used in investing activities														(4,563)		752
Cash flows from financing activities:
Net (decrease) increase in cash and cash equivalents														453		213
Cash and cash equivalents at beginning of year										(453)				(453)		(666)
Cash and cash equivalents at end of year																$ (453)

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Restatement of Previously Issued Financial Statements (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011
Effect of the adjustments on the consolidated statements of income
Total adjustments before tax	$ 175	$ 1,806
Income tax expense (benefit) from adjustments	72	(6,127)
Increase in Net income	103	7,933
Inventory Markdowns [Member]
Effect of the adjustments on the consolidated statements of income
Total adjustments before tax	655	(707)
Leasehold Improvement Costs [Member]
Effect of the adjustments on the consolidated statements of income
Total adjustments before tax	1,937	2,037
Compensated Absences [Member]
Effect of the adjustments on the consolidated statements of income
Total adjustments before tax	(134)	429
Other [Member]
Effect of the adjustments on the consolidated statements of income
Total adjustments before tax	$ (2,283)	$ 47

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Income Taxes (Details 1) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Jan. 28, 2012
Deferred tax assets (liabilities) reflection on consolidated balance sheets
Net deferred tax liability	$ (4,898)	$ (810)
Other current assets [Member]
Deferred tax assets (liabilities) reflection on consolidated balance sheets
Current deferred tax assets (included in Other current assets)	2,602	2,049
Other liabilities [Member]
Deferred tax assets (liabilities) reflection on consolidated balance sheets
Non-current deferred tax liabilities (included in Other liabilities)	$ (7,500)	$ (2,859)

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Store Closing Charges (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012	Jan. 29, 2011
Summary of store closing reserve activity
Beginning Balance	$ 3,092	$ 4,995	$ 4,419
Charges	1,053	1,157	1,943
Payments	(2,014)	(3,060)	(1,367)
Ending Balance	2,131	3,092	4,995
Lease - Related [Member]
Summary of store closing reserve activity
Beginning Balance	3,092	4,961	4,370
Charges	782	663	1,702
Payments	(1,781)	(2,532)	(1,111)
Ending Balance	2,093	3,092	4,961
Severance and Other [Member]
Summary of store closing reserve activity
Beginning Balance		34	49
Charges	271	494	241
Payments	(233)	(528)	(256)
Ending Balance	$ 38		$ 34

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Shareholders' Equity (Details) (Omnibus Plan [Member]) In Thousands, unless otherwise specified	Feb. 02, 2013
Omnibus Plan [Member]
Number of awards authorized and available for grant under Omnibus Plan
Total awards authorized	10,500
Awards available for grant	4,388

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Revolving Credit Agreement (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Feb. 02, 2013	Oct. 31, 2011
Revolving credit agreement (Additional Textual) [Abstract]
Credit facility agreement expiration date	Feb. 28, 2017
Direct Borrowings	0
Amount available for borrowing	93.2
Eligible credit card receivables and inventories less reserves	90.00%
Letter of credit [Member]
Revolving credit agreement (Textual) [Abstract]
Credit facility maximum borrowing capacity	6.8
Revolving credit facility [Member]
Revolving credit agreement (Textual) [Abstract]
Credit facility maximum borrowing capacity		100
Credit facility maximum borrowing capacity		150
Terms of credit agreement	Base Rate Loans bear interest equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the Adjusted LIBO Rate plus one percent (1.00%), or (c) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “prime rate”, plus the Applicable Margin. LIBO Rate Loans shall bear interest equal to the Adjusted LIBO Rate plus the Applicable Margin.
Base rate loans interest rate	0.50%
Adjusted LIBO rate	1.00%
Period thereafter LIBO rate is multiplied by statutory reserve rate	30 days
Line of credit [Member]
Revolving credit agreement (Textual) [Abstract]
Credit facility maximum borrowing capacity	100

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Summary of Significant Accounting Policies and Other Information

12 Months Ended

Feb. 02, 2013

Summary of Significant Accounting Policies and Other Information [Abstract]

Summary of Significant Accounting Policies and Other Information

1. Summary of Significant Accounting Policies and Other Information

As of February 2, 2013 we operated a chain of 263 retail stores in 29 states that offers the fashion merchandise, service and presentation of a better department or specialty store at prices competitive with off-price retail chains.

As used herein, the terms “we”, “our”, “us”, “Stein Mart” and the “Company” refer to Stein Mart, Inc. and its wholly-owned subsidiaries, Stein Mart Buying Corp. and Stein Mart Holding Corp.

Consolidation. The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts have been eliminated in consolidation.

Fiscal Year End. Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2012, 2011 and 2010 ended on February 2, 2013, January 28, 2012 and January 29, 2011, respectively. Fiscal 2012 included 53 weeks. Fiscal 2011 and 2010 included 52 weeks. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents. Cash and cash equivalents include primarily investments in money market funds. The money market fund investments are Level 1 assets because fair value is based on readily available market prices. The fair value of these assets was $55.2 million at February 2, 2013 and $83.1 million at January 28, 2012.

Also included in cash and cash equivalents are cash on hand in the stores, deposits with banks and amounts due from credit card transactions with settlement terms of five days or less. Credit and debit card receivables included within cash were $8.9 million and $8.5 million at February 2, 2013 and January 28, 2012, respectively.

Retail Inventory Method and Inventory Valuation. Inventories are valued using the lower of cost or market value, determined by the retail inventory method. Under the retail inventory method (“RIM”), the valuation of inventories at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventories. RIM is an averaging method that is widely used in the retail industry due to its practicality. The use of the retail inventory method results in valuing inventories at lower of cost or market as permanent markdowns are currently taken as a reduction of the retail value of inventories. Inherent in the RIM calculation are certain significant management judgments and estimates including, among others, merchandise markon, markup, markdowns and shrinkage, which significantly affect the ending inventory valuation at cost as well as the corresponding charge to cost of goods sold. In addition, failure to take appropriate permanent markdowns currently can result in an overstatement of inventory.

Vendor Allowances. We receive allowances from some of our vendors primarily related to markdown reimbursement, damaged/defective merchandise and vendor compliance issues. Vendor allowances are recorded when earned in accordance with Accounting Standards Codification (“ASC”) Topic 605-50, Revenue Recognition, Customer Payments and Incentives. Allowances received from vendors related to profitability of inventory recently sold are reflected as reductions to cost of merchandise sold in the later of the period that the merchandise markdown is incurred or the allowance is negotiated. Allowances received from vendors related to damaged/defective inventory are reflected as reductions to the cost of merchandise as it is received. Allowances received due to compliance issues (primarily violations of shipping and merchandise preparation requirements) are reflected as a reduction to the cost of the merchandise when negotiated.

Property and Equipment. Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over estimated useful lives of 3-10 years for fixtures, equipment and software and 5-10 years for leasehold improvements. Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the term of the lease. We capitalize costs associated with the acquisition or development of software for internal use. We only capitalize subsequent additions, modifications or upgrades to internal-use software to the extent that such changes increase functionality. We expense software maintenance and training costs as incurred.

Impairment of Long-Lived Assets. We follow the guidance in ASC Topic 360, Property, Plant and Equipment, which requires impairment losses to be recorded on long-lived assets used in operations whenever events or changes in circumstances indicate that the net carrying amounts may not be recoverable. For long-lived assets held for use, an impairment loss is recognized if the sum of the future undiscounted cash flows from the use of the assets is less than the carrying value of the assets. The amount of the impairment is the excess of the carrying value of the asset over its fair value. Fair value is based on the best information available, including prices for similar assets. Impairment reviews are performed for individual stores during the fourth quarter, or more frequently should circumstances change. Factors used in the review include management’s plans for future operations, recent operating results and projected cash flows. See Note 3 for further discussion.

Fair Value Measurements. We follow the guidance of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This guidance also establishes the following three-level hierarchy based upon the transparency of inputs to the valuation of an asset or liability on the measurement date:

Level 1:	Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
Level 2:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3:	Unobservable inputs that reflect assumptions about what market participants would use in pricing assets or liabilities based on the best information available.

Assets and liabilities measured at fair value on a recurring basis include cash and cash equivalents. Assets and liabilities measured on a non-recurring basis include store related assets as used in our impairment calculations. See Note 3 for further discussion.

Store Closing Costs. We follow the guidance in ASC Topic 420, Exit or Disposal Cost Obligations, to record store closing costs. ASC Topic 420 requires the recognition of costs associated with exit or disposal activities when they are incurred, generally the cease-use date. Lease termination costs are recorded net of estimated sublease income that could reasonably be obtained for the properties.

Insurance Reserves. We use a combination of insurance and self-insurance for various risks including workers’ compensation, general liability and associate-related health care benefits, a portion of which is paid by the covered employees. We are responsible for paying the claims that are less than the insured limits. The reserves recorded for these claims are estimated actuarially, based on claims filed and claims incurred but not reported. These reserve estimates are adjusted based upon actual claims filed and settled.

Store Pre-Opening Costs. Costs incurred prior to the date that new stores open are expensed as incurred.

Comprehensive Income. Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to gains and losses that, under generally accepted accounting principles, are recorded as an element of shareholders’ equity but are excluded from net income. Accumulated other comprehensive (loss) income in 2012, 2011, and 2010 includes changes in postretirement benefits. See Note 8 for further discussion.

Revenue Recognition. Revenue from sales of our merchandise is recognized at the time of sale, net of any returns, discounts and percentage-off coupons. Future merchandise returns are estimated based on historical experience. Sales tax collected from customers is not recognized as revenue and is included in Accrued expenses and other current liabilities until paid. Shoe department inventory is owned by a single supplier under a supply agreement. Our percentage of net revenue per the supply agreement is included in Net sales in the Consolidated Statements of Income.

We offer electronic gift cards and electronic merchandise return cards to our customers. These cards do not have expiration dates. No revenue is recognized at the time gift cards are sold; rather, the issuance is recorded as a liability to customers. At the time merchandise return cards are issued for returned merchandise, the sale is reversed and the issuance is recorded as a liability to customers. These card liabilities are reduced and sales revenue is recognized when cards are redeemed for merchandise. Card liabilities are included within Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

During the second quarter of 2012, we updated certain assumptions on our obligations for unused gift and merchandise return card balances. In 2012, 2011 and 2010, we recognized $3.0 million, $1.0 million and $10.3 million, respectively, of breakage income on unused gift and merchandise return cards. Breakage income is recognized when the likelihood of the card being redeemed by the customer is remote and we have determined that there is no legal obligation to remit card balances to relevant jurisdictions. We follow the Redemption Recognition Method to account for breakage of unused cards where breakage is recognized as cards are redeemed for the purchase of merchandise based upon a historical breakage rate over an estimated redemption period. Breakage income is recorded within Selling, general and administrative expenses (“SG&A”) in the Consolidated Statements of Income.

Co-Brand and Private Label Credit Card Programs. We offer a co-branded credit card and a private label credit card under the Stein Mart brand. These cards are issued by a third-party bank, GE Capital Retail Bank (“GE”). GE extends credit directly to cardholders and provides all servicing for the credit card accounts and bears all credit and fraud losses. Once a card is activated, the co-branded credit card customers are eligible to participate in the credit card rewards program, which provides for an incentive to cardholders in the form of reward certificates upon the cumulative purchase of an established amount. Stein Mart cardholders also receive special promotional offers and advance notice of in-store sales events. In 2012, 2011 and 2010, we recognized $2.3 million, $6.5 million and $5.5 million, respectively, of income from these programs which are recorded within SG&A in the Consolidated Statements of Income.

Operating Leases. We lease all of our retail stores under operating leases. Certain lease agreements contain rent holidays, and/or rent escalation clauses. Except for contingent rent, we recognize rent expense on a straight-line basis over the lease term and record the difference between the amount charged to expense and the rent paid as a deferred rent liability. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when achievement of the specified sales that triggers the contingent rent is probable. Construction allowances and other such lease incentives are recorded as a deferred rent liability and are amortized on a straight-line basis as a reduction of rent expense.

Advertising Expense. Advertising costs are expensed as incurred. Advertising expenses of $52.4 million, $56.6 million and $53.8 million are reflected in SG&A expenses in the Consolidated Statements of Income for 2012, 2011 and 2010, respectively.

Income Taxes. We follow the guidance in ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future income tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance for amounts that do not satisfy required realization criteria. See Note 7 for further discussion.

Share-Based Compensation. We follow the guidance in ASC Topic 718, Stock Compensation, to record share-based compensation. Pursuant to the guidance, we recognize expense in the financial statements for the fair values of all share-based payments to employees over the employees’ requisite service periods.

Earnings Per Share (“EPS”). We follow the guidance of ASC Topic 260, Earnings Per Share, which clarifies that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of EPS under the two-class method. Our restricted stock awards are considered “participating securities” because they contain non-forfeitable rights to dividends. Under the two-class method, EPS is computed by dividing earnings allocated to common shareholders by the weighted-average number of common shares outstanding for the period. In applying the two-class method, earnings are allocated to both common stock shares and participating securities based on their respective weighted-average shares outstanding for the period.

The following table presents the calculation of basic and diluted EPS (shares in thousands):

	2012		2011		2010
			(Restated)		(Restated)
Basic Earnings Per Common Share:
Net income	$	25,027	$	19,931	$	56,686
Income allocated to participating securities		781		536		1,741
Net income available to common shareholders	$	24,246	$	19,395	$	54,945
Basic weighted-average shares outstanding		42,639		43,482		42,780
Basic earnings per share	$	0.57	$	0.45	$	1.28
Diluted Earnings Per Common Share:
Net income	$	25,027	$	19,931	$	56,686
Income allocated to participating securities		783		533		1,722
Net income available to common shareholders	$	24,244	$	19,398	$	54,964
Basic weighted-average shares outstanding		42,639		43,482		42,780
Incremental shares from share-based compensation plans		189		239		812
Diluted weighted-average shares outstanding		42,828		43,721		43,592
Diluted earnings per share	$	0.57	$	0.44	$	1.26

Options to acquire shares and performance share awards totaling approximately 1.2 million, 1.1 million and 1.2 million shares of common stock that were outstanding during 2012, 2011 and 2010, respectively, were not included in the computation of diluted net income per share. Options excluded were those that had exercise prices greater than the average market price of the common shares such that inclusion would have been anti-dilutive. Performance share awards were not included based on level of performance.

Consolidated Statements of Income Classifications. Cost of merchandise sold includes merchandise costs, net of vendor discounts and allowances; freight; inventory shrinkage; store occupancy costs (including rent, common area maintenance, real estate taxes, utilities and maintenance); payroll, benefits and travel costs directly associated with buying inventory; and costs related to the consolidation centers and distribution warehouses.

SG&A expenses include store operating expenses, such as payroll and benefit costs, advertising, store supplies, depreciation and other direct selling costs, and costs associated with our corporate functions.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) amended ASC Topic 220, Comprehensive Income. The amended guidance requires most entities to present changes in net income and other comprehensive income in either a single statement of comprehensive income or two separate, but consecutive, statements. The objective of these amendments is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. We adopted this guidance in fiscal 2012 and have included the addition of the Consolidated Statements of Comprehensive Income in our financial statements.

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Shareholders' Equity (Details 1) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Feb. 02, 2013
Summary of stock option information
Number of Shares, Outstanding at January 28, 2012	1,026
Weighted-Average Exercise Price, Outstanding at January 28, 2012	$ 11.01
Number of Shares, Granted	560
Weighted-Average Exercise Price, Granted	$ 7.13
Number of Shares, Adjustments	181
Number of Shares, Exercised	(24)
Weighted-Average Exercise Price, Exercised	$ 4.24
Number of Shares, Cancelled or forfeited	(214)
Weighted-Average Exercise Price, Cancelled or forfeited	$ 16.62
Number of Shares, Outstanding at February 02, 2013	1,529
Weighted-Average Exercise Price, Outstanding at February 02, 2013	$ 8.63
Weighted-Average Remaining Contractual Term, Outstanding at February 02, 2013	4 years 10 months 24 days
Number of Shares, Exercisable stock options at February 02, 2013	788
Weighted-Average Exercise Price, Exercisable stock options at February 02, 2013	$ 10.06
Weighted-Average Remaining Contractual Term, Exercisable stock options at February 02, 2013	1 year 3 months 18 days
Aggregate Intrinsic Value, Outstanding at February 02, 2013	$ 2,272
Aggregate Intrinsic Value, Exercisable stock options at February 02, 2013	$ 987

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Restatement of Previously Issued Financial Statements (Details Textual) (USD $)	12 Months Ended
	Jan. 28, 2012	Jan. 29, 2011	Jan. 28, 2012 Leased Department Commissions [Member]	Jan. 29, 2011 Leased Department Commissions [Member]	Feb. 02, 2013 As previously reported [Member] Leased Department Commissions [Member]
Restatement of Previously Issued Financial Statements (Textual) [Abstract]
Cost of merchandise sold decreased	$ 3,000,000	$ 3,200,000
Selling, general and administrative expenses increased	1,100,000	1,200,000
Increase in net sales through restatement of leased department commissions			19,100,000	18,200,000
Increase in Selling, general and administrative expenses through restatement of leased department commissions			6,400,000	6,100,000
Impact on net income through restatement of leased department commissions	103,000	7,933,000	1,500,000	1,400,000
Long-term portion of insurance assets					7,100,000
Long-term portion of insurance liabilities					11,500,000
Credit card reward income breakage		$ 2,000,000

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Income Taxes (Tables)

12 Months Ended

Feb. 02, 2013

Income Taxes [Abstract]

Deferred tax assets and liabilities

Temporary differences, which give rise to deferred tax assets and liabilities, are as follows:

	February 2, 2013			January 28, 2012
				(Restated)
Gross deferred tax assets:
Unredeemed gift and return card liabilities	$	277		$	1,023
Deferred rent liability		9,862			8,910
Deferred compensation liability		4,985			1,557
Insurance reserves		2,359			2,550
Share-based compensation		3,915			3,950
Store closing reserves		806			1,191
Accrued vacation		2,523			2,480
Other accrued liabilities		3,803			2,123
Unredeemed credit card awards		726			758
NOL and credit carry forwards		554			1,043
Other		158			214
Gross deferred tax assets		29,968			25,799
Gross deferred tax liabilities:
Inventory		4,580			3,210
Property and equipment		28,789			22,141
Prepaid items		1,411			1,123
Other assets		86			135
Gross deferred tax liabilities		34,866			26,609
Net deferred tax liability	$	(4,898	)	$	(810	)

Deferred tax assets (liabilities) reflection on consolidated balance sheets

Deferred tax assets (liabilities) are reflected on the Consolidated Balance Sheets as follows:

	February 2, 2013			January 28, 2012
				(Restated)
Current deferred tax assets (included in Other current assets)	$	2,602		$	2,049
Non-current deferred tax liabilities (included in Other liabilities)		(7,500	)		(2,859	)
Net deferred tax liability	$	(4,898	)	$	(810	)

Components of income tax expense (benefit)

The components of income tax expense (benefit) are as follows:

	2012		2011			2010
			(Restated)			(Restated)
Current:
Federal	$	7,358	$	(837	)	$	10,980
State		697		805			(305	)
		8,055		(32	)		10,675
Deferred:
Federal		2,512		11,989			(10,505	)
State		404		258			(1,858	)
		2,916		12,247			(12,363	)
Income tax expense (benefit)	$	10,971	$	12,215		$	(1,688	)

Determination of income tax by applying statutory U.S. corporate tax rate to pre-tax amounts

The income tax provision differs from the amount of income tax determined by applying the statutory U.S. corporate tax rate to pre-tax amounts due to the following items:

	2012			2011			2010
				(Restated)			(Restated)
Federal tax at the statutory rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal benefit		2.1	%		4.5	%		1.1	%
Valuation allowance		0.0	%		0.0	%		(39.1	)%
Permanent differences and other		(6.6	)%		(1.5	)%		(0.1	)%
Effective tax rate		30.5	%		38.0	%		(3.1	)%

Reconciliation of change in amount of unrecognized tax benefits

The following is a reconciliation of the change in the amount of unrecognized tax benefits from January 31, 2010 to February 2, 2013:

	2012			2011			2010
				(Restated)			(Restated)
Beginning balance	$	1,476		$	3,062		$	5,163
Increases due to:
Tax positions taken in prior years		—			587			526
Settlements with taxing authorities		—			—			12
Decreases due to:
Tax positions taken in prior years		(765	)		—			(2,553	)
Settlements with taxing authorities		—			(2,101	)		—
Lapse of statute of limitations		(80	)		(72	)		(86	)
Ending balance	$	631		$	1,476		$	3,062

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Leases and Commitments (Tables)

12 Months Ended

Feb. 02, 2013

Leases and Commitments [Abstract]

Rent expense

Rent expense is as follows:

	2012		2011		2010
			(Restated)		(Restated)
Minimum rentals	$	71,260	$	72,581	$	73,627
Contingent rentals		981		1,014		1,015
	$	72,241	$	73,595	$	74,642

Future contractual minimum lease payments under both operating and capital leases

At February 2, 2013, future contractual minimum lease payments under both operating and capital leases are:

	Operating		Capital		Total
2013	$	75,119	$	2,197	$	77,316
2014		68,788		—		68,788
2015		59,447		—		59,447
2016		47,807		—		47,807
2017		34,536		—		34,536
Thereafter		83,073		—		83,073
Total	$	368,770	$	2,197	$	370,967

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Income Taxes (Details Textual) (USD $)	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012	Jan. 29, 2011
Income Taxes (Additional Textual) [Abstract]
Realized tax benefits related to share-based compensation plans	$ (500,000)	$ (400,000)	$ 7,000,000
Future earnings and return to profitability period	3 years
Unrecognized tax benefit	0
Unrecognized tax benefits decreased related primarily to favorable settlements		2,101,000	2,500,000
State and Local Jurisdiction [Member]
Income Taxes (Textual) [Abstract]
Operating loss carry forward	$ 12,500,000

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Property and Equipment, Net (Details) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Jan. 28, 2012
Property and equipment, net
Property, Plant and Equipment, Gross	$ 252,262	$ 286,380
Accumulated depreciation and amortization	(130,200)	(186,103)
Property and Equipment Net Excluding Capital Leased Assets Total	122,062	100,277
Assets under capital leases, net of accumulated amortization of $2,117 and $416, respectively	9,508	9,713
Property and Equipment, Net, Total	131,570	109,990	[1]
Fixtures equipment and software [Member]
Property and equipment, net
Property, Plant and Equipment, Gross	161,315	214,216
Leasehold improvements [Member]
Property and equipment, net
Property, Plant and Equipment, Gross	$ 90,947	$ 72,164

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Employee Benefit Plans (Tables)

12 Months Ended

Feb. 02, 2013

Employee Benefit Plans [Abstract]

Summary of change in the post-retirement benefit obligation

The following reflects the change in the post-retirement benefit obligation included in Other liabilities in the Consolidated Balance Sheets:

	February 2, 2013			January 28, 2012
Benefit obligation at beginning of year	$	9,212		$	6,307
Service cost		790			655
Interest cost		404			366
Actuarial losses		1,979			1,884
Curtailment		(1,272	)		—
Settlement		(9,227	)		—
Benefit obligation at end of year	$	1,886		$	9,212

Summary of components of net periodic post-retirement benefit (income) cost

The following reflects the components of net periodic post-retirement benefit (income) cost:

	2012			2011		2010
Service cost	$	790		$	655	$	533
Interest cost		404			366		318
Amortization of (gain) loss		93			—		(29	)
Gain due to settlement		(7,680	)		—		—
Net periodic post-retirement benefit (income) cost	$	(6,393	)	$	1,021	$	822

Summary of amounts included in Accumulated other comprehensive loss

Amounts included in Accumulated other comprehensive loss consisted of:

	February 2, 2013		January 28, 2012
Total net actuarial loss	$	315	$	1,248

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Shareholders' Equity (Tables)

12 Months Ended

Feb. 02, 2013

Shareholders' Equity [Abstract]

Number of awards authorized and available for grant under Omnibus Plan

The following table presents the number of awards authorized and available for grant under the Omnibus Plan at February 2, 2013 (shares in thousands):

	Shares
Total awards authorized		10,500
Awards available for grant		4,388

Summary of stock option information

A summary of stock option information for the year ended February 2, 2013 is as follows (in thousands, except per share amounts):

	Number of Shares			Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 28, 2012		1,026		$	11.01
Granted		560			7.13
Adjustments		181			—
Exercised		(24	)		4.24
Cancelled or forfeited		(214	)		16.62
Outstanding at February 2, 2013		1,529		$	8.63		4.9 years	$	2,272
Exercisable stock options at February 2, 2013		788		$	10.06		1.3 years	$	987

Summary of fair value of stock option with weighted average assumption

The fair value of each stock option granted during 2012, 2011 and 2010 was estimated at the date of grant using the Black-Scholes options pricing model with the following weighted-average assumptions:

	2012	2011			2010
Expected term	4.1-5.3 years		4.1 years		5.2 years
Risk-free interest rate	0.88%		1.9	%	2.30%
Volatility	62.89%-70.77%		69.7	%	73.16%-73.6%
Dividend yield	0%		0	%	0%

Summarizes non-vested stock activity

The following table summarizes non-vested stock activity for the year ended February 2, 2013 (shares in thousands):

	Restricted Stock Awards					Performance Share Awards
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Non-vested at January 28, 2012		776		$	8.90		564		$	10.46
Granted		486			6.55		481			6.51
Vested		(210	)		10.86		(276	)		9.54
Cancelled or forfeited		(56	)		8.23		(25	)		8.47
Non-vested at February 2, 2013		996		$	7.38		744		$	8.32
Total unrecognized compensation cost	$	3,962				$	3,721
Weighted-average expected life remaining		1.1 years					0.9 years

Pre-tax share-based compensation expense

For the years ended February 2, 2013, January 28, 2012 and January 29, 2011, pre-tax share-based compensation expense was recorded as follows:

	2012		2011		2010
Cost of merchandise sold	$	3,275	$	2,552	$	2,606
Selling, general and administrative expenses		2,928		1,269		1,153
Total share-based compensation expense	$	6,203	$	3,821	$	3,759

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 02, 2013		Jan. 28, 2012		Jan. 29, 2011
Cash flows from operating activities:
Net income	$ 25,027		$ 19,931	[1]	$ 56,686	[1]
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	23,911		18,614	[1]	17,779	[1]
Share-based compensation	6,203		3,821	[1]	3,759	[1]
Store closing charges	996		793	[1]	3,128	[1]
Impairment of property and other assets	523		1,166	[1]	1,150	[1]
Loss on disposal of property and equipment	1,324		77		117
Deferred income taxes	2,916		12,247	[1]	11,146	[1]
Change in valuation allowance for deferred tax assets					(23,509)	[1]
Tax (deficiency) benefit from equity issuances	(510)		(437)	[1]	6,995	[1]
Excess tax benefits from share-based compensation	(640)		(375)	[1]	(6,937)	[1]
Changes in assets and liabilities:
Inventories	(24,513)		10,864	[1]	(13,463)	[1]
Prepaid expenses and other current assets	11,836		(12,986)	[1]	(3,291)	[1]
Other assets	(4,137)		(3,515)	[1]	(1,467)	[1]
Accounts payable	24,909		10,518	[1]	15,227	[1]
Accrued expenses and other current liabilities	450		(3,518)	[1]	(12,342)	[1]
Other liabilities	3,044		7,384	[1]	(5,885)	[1]
Net cash provided by operating activities	71,339		64,584	[1]	49,093	[1]
Cash flows from investing activities:
Capital expenditures	(45,426)		(38,012)	[1]	(28,798)	[1]
Net cash used in investing activities	(45,426)		(38,012)	[1]	(28,798)	[1]
Cash flows from financing activities:
Cash dividends paid	(43,839)				(22,233)	[1]
Capital lease payments	(6,066)		(3,362)	[1]
Excess tax benefits from share-based compensation	640		375	[1]	6,937	[1]
Proceeds from exercise of stock options and other	471		2,891	[1]	1,512	[1]
Repurchase of common stock	(3,939)		(12,141)	[1]	(7,102)	[1]
Net cash used in financing activities	(52,733)		(12,237)	[1]	(20,886)	[1]
Net (decrease) increase in cash and cash equivalents	(26,820)		14,335	[1]	(591)	[1]
Cash and cash equivalents at beginning of year	94,053	[1]	79,718	[1]	80,309	[1]
Cash and cash equivalents at end of year	67,233		94,053	[1]	79,718	[1]
Supplemental disclosures of cash flow information:
Income taxes paid	9,891		12,374	[1]	9,580	[1]
Property and equipment acquired through capital lease	1,912		9,713	[1]
Interest paid	$ 323		$ 337	[1]	$ 388	[1]

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Store Closing Charges (Tables)

12 Months Ended

Feb. 02, 2013

Store Closing Charges [Abstract]

Summary of store closing reserve activity

The following tables show the activity in the store closing reserve:

	Lease- Related			Severance and Other			Total
Balance at January 30, 2010	$	4,370		$	49		$	4,419
Charges		1,702			241			1,943
Payments		(1,111	)		(256	)		(1,367	)
Balance at January 29, 2011		4,961			34			4,995
Charges		663			494			1,157
Payments		(2,532	)		(528	)		(3,060	)
Balance at January 28, 2012		3,092			—			3,092
Charges		782			271			1,053
Payments		(1,781	)		(233	)		(2,014	)
Balance at February 2, 2013	$	2,093		$	38		$	2,131

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Restatement of Previously Issued Financial Statements (Details 3) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Jan. 28, 2012	Oct. 29, 2011	Jul. 30, 2011	Apr. 30, 2011	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011
Effect of reclassifications and corrections on Consolidated Statements of Income
Net sales	$ 368,557	$ 273,729	$ 280,372	$ 309,708	$ 330,952	$ 263,232	$ 274,549	$ 309,218	$ 1,232,366	$ 1,177,951	[1]	$ 1,201,081	[1]
Cost of merchandise sold									889,736	858,335	[1]	868,415	[1]
Gross profit	106,257	70,690	73,819	91,864	87,492	66,653	70,917	94,554	342,630	319,616	[1]	332,666	[1]
Selling, general and administrative expenses									306,407	287,184	[1]	277,330	[1]
Operating income									36,223	32,432	[1]	55,336	[1]
Interest expense, net									225	286	[1]	338	[1]
Income before income taxes									35,998	32,146	[1]	54,998	[1]
Income tax expense									10,971	12,215	[1]	(1,688)	[1]
Net income	13,547	(1,659)	2,306	10,833	5,893	(1,696)	1,834	13,900	25,027	19,931	[1]	56,686	[1]
Net income per share:
Basic	$ 0.31	$ (0.04)	$ 0.05	$ 0.25	$ 0.13	$ (0.04)	$ 0.04	$ 0.31	$ 0.57	$ 0.45	[1]	$ 1.28	[1]
Diluted	$ 0.30	$ (0.04)	$ 0.05	$ 0.25	$ 0.13	$ (0.04)	$ 0.04	$ 0.31	$ 0.57	$ 0.44	[1]	$ 1.26	[1]
As previously reported [Member]
Effect of reclassifications and corrections on Consolidated Statements of Income
Net sales										1,160,367		1,181,510
Cost of merchandise sold										863,003		869,202
Gross profit										297,364		312,308
Selling, general and administrative expenses										289,114		288,208
Other income, net										24,007		29,430
Operating income										32,257		53,530
Interest expense, net										286		338
Income before income taxes										31,971		53,192
Income tax expense										12,143		4,439
Net income										19,828		48,753
Net income per share:
Basic										$ 0.44		$ 1.10
Diluted										$ 0.44		$ 1.08
Reclassifications [Member]
Effect of reclassifications and corrections on Consolidated Statements of Income
Selling, general and administrative expenses										(11,273)		(17,306)
Other income, net										(11,273)		(17,306)
Adjustments [Member]
Effect of reclassifications and corrections on Consolidated Statements of Income
Net sales					2,800					17,584		19,571
Cost of merchandise sold										(4,668)		(787)
Gross profit					4,700					22,252		20,358
Selling, general and administrative expenses										9,343		6,428
Other income, net										(12,734)		(12,124)
Operating income										175		1,806
Income before income taxes										175		1,806
Income tax expense										72		(6,127)
Net income					$ 200					$ 103		$ 7,933
Net income per share:
Basic										$ 0.01		$ 0.18
Diluted												$ 0.18

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Income Taxes (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011
Current:
Federal	$ 7,358	$ (837)		$ 10,980
State	697	805		(305)
Total	8,055	(32)		10,675
Deferred:
Federal	2,512	11,989		(10,505)
State	404	258		(1,858)
Total	2,916	12,247		(12,363)
Income tax expense (benefit)	$ 10,971	$ 12,215	[1]	$ (1,688)	[1]

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Quarterly Results of Operations (Unaudited) (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Jan. 28, 2012	Oct. 29, 2011	Jul. 30, 2011	Apr. 30, 2011	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011
Quarterly Results of Operations (Textual) [Abstract]
Adjustment to net sales	$ 368,557	$ 273,729	$ 280,372	$ 309,708	$ 330,952	$ 263,232	$ 274,549	$ 309,218	$ 1,232,366	$ 1,177,951	[1]	$ 1,201,081	[1]
Net income (loss)	13,547	(1,659)	2,306	10,833	5,893	(1,696)	1,834	13,900	25,027	19,931	[1]	56,686	[1]
Adjustment to gross profit	106,257	70,690	73,819	91,864	87,492	66,653	70,917	94,554	342,630	319,616	[1]	332,666	[1]
Adjustments [Member]
Quarterly Results of Operations (Textual) [Abstract]
Adjustment to net sales					2,800					17,584		19,571
Net income (loss)					200					103		7,933
Adjustment to gross profit					$ 4,700					$ 22,252		$ 20,358

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Jan. 28, 2012
Current assets:
Cash and cash equivalents	$ 67,233	$ 94,053	[1]
Inventories	243,345	218,832	[1]
Prepaid expenses and other current assets	22,855	34,139	[1]
Total current assets	333,433	347,024	[1]
Property and equipment, net	131,570	109,990	[1]
Other assets	26,706	22,569	[1]
Total assets	491,709	479,583	[1]
Current liabilities:
Accounts payable	130,972	106,063	[1]
Accrued expenses and other current liabilities	66,109	68,063	[1]
Total current liabilities	197,081	174,126	[1]
Other liabilities	60,594	55,786	[1]
Total liabilities	257,675	229,912	[1]
COMMITMENTS AND CONTINGENCIES (Notes 6 and 10)			[1]
Shareholders' equity:
Preferred stock - $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding			[1]
Common stock - $.01 par value; 100,000,000 shares authorized; 43,808,485 and 43,588,821 shares issued and outstanding, respectively	438	436	[1]
Additional paid-in capital	17,491	15,268	[1]
Retained earnings	216,574	235,386	[1]
Accumulated other comprehensive loss	(469)	(1,419)	[1]
Total shareholders' equity	234,034	249,671	[1]
Total liabilities and shareholders' equity	$ 491,709	$ 479,583	[1]

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Property and Equipment, Net (Details Textual) (USD $)	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011
Property and Equipment, Net (Textual) [Abstract]
Assets under capital leases, accumulated amortization	$ 2,117,000	$ 416,000
Depreciation and amortization expense for property and equipment	23,911,000	18,614,000	[1]	17,779,000	[1]
Net pre-tax asset impairment charges	523,000	1,166,000	[1]	1,150,000	[1]
Store assets carrying value	500,000	1,800,000		1,200,000
Written down fair value of stores	$ 0	$ 600,000		$ 0

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Consolidated Statements of Shareholders' Equity (USD $) In Thousands		Total		Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Balance at Jan. 30, 2010 (As previously reported)		$ 215,689		$ 429	$ 15,977	$ 198,705	$ 578
Balance (Adjustments (1))	[1]	(17,703)				(17,703)
Balance at Jan. 30, 2010		197,986		429	15,977	181,002	578
Balance, shares at Jan. 30, 2010 (As previously reported)				42,872
Balance, shares at Jan. 30, 2010				42,872
Net income		56,686	[1]			56,686
Net income at Jan. 31, 2010 (As previously reported)		48,753
Net income (Adjustments (1))		7,933
Other comprehensiveincome/loss, net of tax		(122)					(122)
Common shares issued under stock option plan		746		9	737
Common shares issued under stock option plan, shares				912
Common shares issued under employee stock purchase plan		766		1	765
Common shares issued under employee stock purchase plan, shares				145
Reacquired shares		(7,102)		(8)	(7,094)
Reacquired shares, shares				(871)
Issuance of restricted stock, net				13	(13)
Issuance of restricted stock, net, shares				1,339
Share-based compensation		3,759			3,759
Tax benefit from equity issuances		6,995			6,995
Cash dividends paid		(22,233)				(22,233)
Balance at Jan. 29, 2011		237,481		444	21,126	215,455	456
Balance, shares at Jan. 29, 2011				44,397
Net income		19,931	[1]			19,931
Net income at Jan. 30, 2011 (As previously reported)		19,828
Net income (Adjustments (1))		103
Other comprehensiveincome/loss, net of tax		(1,875)					(1,875)
Common shares issued under stock option plan		2,150		3	2,147
Common shares issued under stock option plan, shares				270
Common shares issued under employee stock purchase plan		741		1	740
Common shares issued under employee stock purchase plan, shares				112
Reacquired shares		(12,141)		(17)	(12,124)
Reacquired shares, shares				(1,654)
Issuance of restricted stock, net				5	(5)
Issuance of restricted stock, net, shares				464
Share-based compensation		3,821			3,821
Tax benefit from equity issuances		(437)			(437)
Balance at Jan. 28, 2012 (As previously reported)		259,338
Balance (Adjustments (1))		(9,667)
Balance at Jan. 28, 2012		249,671	[1]	436	15,268	235,386	(1,419)
Balance, shares at Jan. 28, 2012				43,589
Net income		25,027				25,027
Other comprehensiveincome/loss, net of tax		950					950
Common shares issued under stock option plan		100			100
Common shares issued under stock option plan, shares		24		24
Common shares issued under employee stock purchase plan		371		1	370
Common shares issued under employee stock purchase plan, shares				64
Reacquired shares		(3,939)		(6)	(3,933)
Reacquired shares, shares				(575)
Issuance of restricted stock, net				7	(7)
Issuance of restricted stock, net, shares				706
Share-based compensation		6,203			6,203
Tax benefit from equity issuances		(510)			(510)
Cash dividends paid		(43,839)				(43,839)
Balance at Feb. 02, 2013		$ 234,034		$ 438	$ 17,491	$ 216,574	$ (469)
Balance, shares at Feb. 02, 2013				43,808

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Employee Benefit Plans (Details 2) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Jan. 28, 2012
Summary of amounts included in Accumulated other comprehensive loss
Total net actuarial loss	$ 315	$ 1,248

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Summary of Significant Accounting Policies and Other Information (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Jan. 28, 2012	Oct. 29, 2011	Jul. 30, 2011	Apr. 30, 2011	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011
Basic Earnings Per Common Share:
Net income	$ 13,547	$ (1,659)	$ 2,306	$ 10,833	$ 5,893	$ (1,696)	$ 1,834	$ 13,900	$ 25,027	$ 19,931	[1]	$ 56,686	[1]
Income allocated to participating securities									781	536		1,741
Net income available to common shareholders									24,246	19,395		54,945
Basic weighted-average shares outstanding									42,639	43,482	[1]	42,780	[1]
Basic	$ 0.31	$ (0.04)	$ 0.05	$ 0.25	$ 0.13	$ (0.04)	$ 0.04	$ 0.31	$ 0.57	$ 0.45	[1]	$ 1.28	[1]
Diluted Earnings Per Common Share:
Net income	13,547	(1,659)	2,306	10,833	5,893	(1,696)	1,834	13,900	25,027	19,931	[1]	56,686	[1]
Income allocated to participating securities									783	533		1,722
Net income available to common shareholders									$ 24,244	$ 19,398		$ 54,964
Basic weighted-average shares outstanding									42,639	43,482	[1]	42,780	[1]
Incremental shares from share-based compensation plans									189	239		812
Diluted weighted-average shares outstanding									42,828	43,721	[1]	43,592	[1]
Diluted	$ 0.30	$ (0.04)	$ 0.05	$ 0.25	$ 0.13	$ (0.04)	$ 0.04	$ 0.31	$ 0.57	$ 0.44	[1]	$ 1.26	[1]

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Shareholders Equity (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012	Jan. 29, 2011
Pre-tax share-based compensation expense
Total share-based compensation expense	$ 6,203	$ 3,821	$ 3,759
Cost of merchandise sold [Member]
Pre-tax share-based compensation expense
Total share-based compensation expense	3,275	2,552	2,606
Selling, general and administrative expenses [Member]
Pre-tax share-based compensation expense
Total share-based compensation expense	$ 2,928	$ 1,269	$ 1,153

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Related Party Transactions

12 Months Ended

Feb. 02, 2013

Related Party Transactions [Abstract]

Related Party Transactions

14. Related Party Transactions

One of our directors is the majority shareholder of the legal firm that is the Company’s general counsel. The amounts paid for these services are competitive with amounts that would be paid to a third party for similar services. Legal fees associated with these services were $0.2 million in 2012, 2011 and 2010. In addition, the director also participated in our 2012, 2011 and 2010 Incentive Plans related to his role as general counsel to the Company.

We leased three locations in 2012, 2011 and 2010 from a company for which one of our directors is Chairman and Chief Executive Officer. We paid approximately $0.8 million in base rent in 2012, 2011 and 2010. The amounts paid for leased space and other lease-related services are competitive with amounts that would be paid to a third party to lease similar space.

One of our directors, as a private investor, indirectly owns a minority interest in the entity which operates a secure location for and maintains certain of our data processing equipment. Expenses associated with this service were $0.3 million in 2012, 2011 and 2010. We entered this facility prior to our director’s investment. The amounts paid are competitive with amounts that would be paid to others for similar services.

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Summary of Significant Accounting Policies and Other Information (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Feb. 02, 2013 States Stores	Jan. 28, 2012	Jan. 29, 2011
Summary of Significant Accounting Policies and Other Information (Additional Textual) [Abstract]
Number of retail stores	263
Number of states in which retail stores are operated	29
Money market fund investments	$ 55.2	$ 83.1
Credit card transactions maximum settlement terms	5 days
Credit and debit card receivables	8.9	8.5
Breakage unused gift and merchandise Revenue recognized	3.0	1.0	10.3
Advertising Expense	52.4	56.6	53.8
Antidilutive options and market based performance shares	1.2	1.1	1.2
Recognized income from Co-Brand and Private Label Credit Card Programs	$ 2.3	$ 6.5	$ 5.5
Maximum [Member] | Fixtures [Member]
Summary of Significant Accounting Policies and Other Information (Textual) [Abstract]
Estimated useful lives	10 years
Maximum [Member] | Equipment [Member]
Summary of Significant Accounting Policies and Other Information (Textual) [Abstract]
Estimated useful lives	10 years
Maximum [Member] | Software [Member]
Summary of Significant Accounting Policies and Other Information (Textual) [Abstract]
Estimated useful lives	10 years
Maximum [Member] | Leasehold improvements [Member]
Summary of Significant Accounting Policies and Other Information (Textual) [Abstract]
Estimated useful lives	10 years
Minimum [Member] | Fixtures [Member]
Summary of Significant Accounting Policies and Other Information (Textual) [Abstract]
Estimated useful lives	3 years
Minimum [Member] | Equipment [Member]
Summary of Significant Accounting Policies and Other Information (Textual) [Abstract]
Estimated useful lives	3 years
Minimum [Member] | Software [Member]
Summary of Significant Accounting Policies and Other Information (Textual) [Abstract]
Estimated useful lives	3 years
Minimum [Member] | Leasehold improvements [Member]
Summary of Significant Accounting Policies and Other Information (Textual) [Abstract]
Estimated useful lives	5 years

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Summary of Significant Accounting Policies and Other Information (Tables)

12 Months Ended

Feb. 02, 2013

Summary of Significant Accounting Policies and Other Information [Abstract]

Calculation of basic and diluted EPS

The following table presents the calculation of basic and diluted EPS (shares in thousands):

	2012		2011		2010
			(Restated)		(Restated)
Basic Earnings Per Common Share:
Net income	$	25,027	$	19,931	$	56,686
Income allocated to participating securities		781		536		1,741
Net income available to common shareholders	$	24,246	$	19,395	$	54,945
Basic weighted-average shares outstanding		42,639		43,482		42,780
Basic earnings per share	$	0.57	$	0.45	$	1.28
Diluted Earnings Per Common Share:
Net income	$	25,027	$	19,931	$	56,686
Income allocated to participating securities		783		533		1,722
Net income available to common shareholders	$	24,244	$	19,398	$	54,964
Basic weighted-average shares outstanding		42,639		43,482		42,780
Incremental shares from share-based compensation plans		189		239		812
Diluted weighted-average shares outstanding		42,828		43,721		43,592
Diluted earnings per share	$	0.57	$	0.44	$	1.26

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Store Closing Charges (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Feb. 02, 2013 Stores	Jan. 28, 2012 Stores	Jan. 29, 2011 Stores
Store Closing Charges (Textual) [Abstract]
Number of closed stores	5	5	5
Net pre tax charges for store closing charges	$ 1.0	$ 1.2	$ 1.9
Gain on a lease buyout due to early termination of a lease			1.2
Store closing reserve including current portion (accrued expenses and other current liabilities)	1.2	1.6	2.3
Store closing reserve including long-term portion (other liabilities)	$ 0.9	$ 1.5	$ 2.7

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Consolidated Statements of Shareholders' Equity (Parenthetical) (USD $)	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012	Jan. 29, 2011
Consolidated Statements of Shareholders' Equity [Abstract]
Cash dividends paid	$ 1.00	$ 0.00	$ 0.50

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Consolidated Balance Sheets (Parenthetical) (USD $)	Feb. 02, 2013	Jan. 28, 2012
Consolidated Balance Sheets [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	43,808,485	43,588,821
Common stock, shares outstanding	43,808,485	43,588,821

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Shareholders' Equity

12 Months Ended

Feb. 02, 2013

Shareholders' Equity [Abstract]

Shareholders' Equity

9. Shareholders’ Equity

Dividend

On November 27, 2012 the Board of Directors declared a special dividend of $1.00 per common share that was paid on December 24, 2012 to shareholders of record on December 10, 2012. On November 10, 2010, the Board of Directors declared a special cash dividend of $0.50 per common share that was paid on December 22, 2010 to shareholders of record on December 8, 2010. There were no cash dividends declared or paid in fiscal 2011.

Stock Repurchase Plan

During 2012, 2011 and 2010, we repurchased 574,686 shares, 1,653,841 shares and 870,531 shares of our common stock in the open market at a total cost of $3.9 million, $12.1 million and $7.1 million, respectively. Stock repurchases for taxes due on the vesting of employee stock awards during 2012 and 2011 included 123,770 and 1,566,910 shares, respectively, purchased on the open market under a Board of Directors authorized plan. On June 14, 2011, the Board of Directors approved an increase of 2.5 million shares in the number of shares of the Company’s stock which the Company would be authorized to re-purchase. As of February 2, 2013, there are 890,933 shares which can be repurchased pursuant to the Board of Directors’ current authorization.

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan (the “Stock Purchase Plan”) whereby all employees who complete six months of employment and who work on a full-time basis or are regularly scheduled to work more than 20 hours per week are eligible to participate in the Stock Purchase Plan. Participants in the Stock Purchase Plan may purchase shares of the Company’s common stock at 85% of the lower of the fair market value of the Company’s stock determined at either the beginning or the end of each semi-annual option period. Shares eligible under the Stock Purchase Plan, which is effective for the years 1997 through 2015, are limited to 2.8 million shares in the aggregate, with no more than 200,000 shares being made available in each calendar year, excluding carryover from previous years. In 2012, 2011 and 2010, the participants acquired 64,170 shares, 112,139 shares and 145,395 shares of common stock at weighted-average per share prices of $5.79, $6.61 and $5.27, respectively. The fair value of Stock Purchase Plan shares was estimated using the Black-Scholes call option value method with the following weighted-average assumptions for 2012: expected volatility of 59.7%, expected dividend yield of 0%, a risk-free interest rate of 0.1%, a present-value discount factor of 1.0% and an expected term of six months. Share-based compensation expense for the Stock Purchase Plan was $0.1 million, $0.3 and $0.3 million in 2012, 2011 and 2010, respectively.

Omnibus Plan

Our Omnibus Plan provides that shares of common stock may be granted to certain Key Employees, Non-Employee Directors, and Advisor Participants, as defined, through non-qualified stock options, incentive stock options, stock appreciation rights, performance awards, restricted stock, or any other award made under the terms of the plan. The Board of Directors, or its delegated authority, determines the exercise price and all other terms of all grants. The shares will be issued from authorized and unissued shares of our common stock. Expired and forfeited awards become available for re-issuance. Vesting and exercise are contingent on continued employment.

The following table presents the number of awards authorized and available for grant under the Omnibus Plan at February 2, 2013 (shares in thousands):

	Shares
Total awards authorized		10,500
Awards available for grant		4,388

Stock Options

In accordance with the Omnibus Plan, the exercise price of an option cannot be less than the fair value on the grant date. In general, one-third of the awards granted become exercisable on each of the third, fourth and fifth anniversary dates of grant and the awards expire seven years after the date of grant.

A summary of stock option information for the year ended February 2, 2013 is as follows (in thousands, except per share amounts):

	Number of Shares			Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 28, 2012		1,026		$	11.01
Granted		560			7.13
Adjustments		181			—
Exercised		(24	)		4.24
Cancelled or forfeited		(214	)		16.62
Outstanding at February 2, 2013		1,529		$	8.63		4.9 years	$	2,272
Exercisable stock options at February 2, 2013		788		$	10.06		1.3 years	$	987

The aggregate intrinsic value in the table above represents the excess of our closing stock price on February 1, 2013 ($8.84 per share) over the exercise price, multiplied by the applicable number of in-the-money options. This amount changes based on the fair market value of our common stock. There were 1.1 million in-the-money options outstanding at February 2, 2013. The total number of in-the-money options exercisable at February 2, 2013 was 0.3 million.

As of February 2, 2013, there was $2.0 million of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-average period of 1.0 years using the mid-point method. The weighted-average grant-date fair value of options granted was $3.93, $4.36 and $5.78 during 2012, 2011, and 2010, respectively. The total intrinsic value of stock options exercised was $0.1 million, $0.6 million and $7.9 million during 2012, 2011 and 2010, respectively. The total tax benefit realized from the exercise of stock options was $0, $0.1 million and $2.6 million during 2012, 2011 and 2010, respectively.

The fair value of each stock option granted during 2012, 2011 and 2010 was estimated at the date of grant using the Black-Scholes options pricing model with the following weighted-average assumptions:

	2012	2011			2010
Expected term	4.1-5.3 years		4.1 years		5.2 years
Risk-free interest rate	0.88%		1.9	%	2.30%
Volatility	62.89%-70.77%		69.7	%	73.16%-73.6%
Dividend yield	0%		0	%	0%

The expected volatility is based on the historical volatility of our stock price over assumed expected terms. The risk-free interest rate is estimated from yields of U.S. Treasury instruments of varying maturities with terms consistent with the expected terms of the options. The expected term of an option is calculated from a lattice model using historical employee exercise data.

In December 2012, as a result of paying a special cash dividend, all outstanding stock options were modified to decrease the exercise price and increase the number of options in order to maintain the original grant fair value. No incremental stock compensation expense resulted from the modification.

Restricted Stock and Performance Share Awards

We have issued restricted stock and performance share awards to eligible Key Employees, Non-Employee Directors, and Advisor Participants, as defined in the Omnibus Plan. All restricted stock awards have restriction periods tied primarily to employment, and all performance share awards have vesting tied to internal or market-based performance and service. Shares awarded under the Omnibus Plan entitle the shareholder to all rights of common stock ownership except that the shares may not be sold, transferred, pledged, exchanged or otherwise disposed of during the restriction period. Vesting for most awards is based on the service period and vesting generally occurs between two and three years following the date of grant. Unvested shares are forfeited upon termination of employment. The total value of share-based compensation expense for restricted stock and performance share awards is based on the closing price of our common stock on the date of grant, except for market-based performance shares. During 2012, we granted 481,000 performance shares for which the value was determined using a Monte-Carlo simulation model. Performance share awards provide the right to receive a share award at the end of a specified period in which a performance goal has been established.

The following table summarizes non-vested stock activity for the year ended February 2, 2013 (shares in thousands):

	Restricted Stock Awards					Performance Share Awards
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Non-vested at January 28, 2012		776		$	8.90		564		$	10.46
Granted		486			6.55		481			6.51
Vested		(210	)		10.86		(276	)		9.54
Cancelled or forfeited		(56	)		8.23		(25	)		8.47
Non-vested at February 2, 2013		996		$	7.38		744		$	8.32
Total unrecognized compensation cost	$	3,962				$	3,721
Weighted-average expected life remaining		1.1 years					0.9 years

The total fair value of restricted stock vested was $2.3 million, $1.3 million and $2.2 million for 2012, 2011, and 2010, respectively. The total fair value of performance awards vested was $2.6 million, $1.1 million and $2.1 million 2012, 2011, and 2010, respectively.

Share-Based Compensation Expense

For the years ended February 2, 2013, January 28, 2012 and January 29, 2011, pre-tax share-based compensation expense was recorded as follows:

	2012		2011		2010
Cost of merchandise sold	$	3,275	$	2,552	$	2,606
Selling, general and administrative expenses		2,928		1,269		1,153
Total share-based compensation expense	$	6,203	$	3,821	$	3,759

The total tax benefit recognized in the Consolidated Statements of Income related to share-based compensation expense was $2.4 million, $1.5 million and $1.5 million for 2012, 2011 and 2010, respectively. As a result of the dividend payments to holders of unvested restricted stock in December 2012, we recognized $0.6 million of additional share-based compensation expense in fiscal 2012.

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Document and Entity Information (USD $)	12 Months Ended
	Feb. 02, 2013	Apr. 15, 2013	Jul. 28, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	STEIN MART INC
Entity Central Index Key	0000884940
Document Type	10-K
Document Period End Date	Feb. 02, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--02-02
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 221,218,432
Entity Common Stock, Shares Outstanding		43,821,565

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Contingencies

12 Months Ended

Feb. 02, 2013

Contingencies [Abstract]

Contingencies

10. Contingencies

We are involved in various routine legal proceedings incidental to the conduct of our business. Management, based upon the advice of outside legal counsel, does not believe that any of these legal proceedings will have a material adverse effect on our financial condition, results of operations or cash flows.

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Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Jan. 28, 2012	Oct. 29, 2011	Jul. 30, 2011	Apr. 30, 2011	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011
Consolidated Statements of Income [Abstract]
Net sales	$ 368,557	$ 273,729	$ 280,372	$ 309,708	$ 330,952	$ 263,232	$ 274,549	$ 309,218	$ 1,232,366	$ 1,177,951	[1]	$ 1,201,081	[1]
Cost of merchandise sold									889,736	858,335	[1]	868,415	[1]
Gross profit	106,257	70,690	73,819	91,864	87,492	66,653	70,917	94,554	342,630	319,616	[1]	332,666	[1]
Selling, general and administrative expenses									306,407	287,184	[1]	277,330	[1]
Operating income									36,223	32,432	[1]	55,336	[1]
Interest expense, net									225	286	[1]	338	[1]
Income before income taxes									35,998	32,146	[1]	54,998	[1]
Income tax expense (benefit)									10,971	12,215	[1]	(1,688)	[1]
Net income	$ 13,547	$ (1,659)	$ 2,306	$ 10,833	$ 5,893	$ (1,696)	$ 1,834	$ 13,900	$ 25,027	$ 19,931	[1]	$ 56,686	[1]
Net income per share:
Basic	$ 0.31	$ (0.04)	$ 0.05	$ 0.25	$ 0.13	$ (0.04)	$ 0.04	$ 0.31	$ 0.57	$ 0.45	[1]	$ 1.28	[1]
Diluted	$ 0.30	$ (0.04)	$ 0.05	$ 0.25	$ 0.13	$ (0.04)	$ 0.04	$ 0.31	$ 0.57	$ 0.44	[1]	$ 1.26	[1]
Weighted-average shares outstanding:
Basic									42,639	43,482	[1]	42,780	[1]
Diluted									42,828	43,721	[1]	43,592	[1]

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Accrued Expenses and Other Current Liabilities

12 Months Ended

Feb. 02, 2013

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

4. Accrued Expenses and Other Current Liabilities

The major components of accrued expenses and other current liabilities are as follows:

	February 2, 2013		January 28, 2012
			(Restated)
Compensation and employee benefits	$	12,487	$	10,006
Unredeemed gift and merchandise return cards		9,163		11,277
Property taxes		11,357		11,845
Accrued vacation		6,553		6,443
Other		26,549		28,492
	$	66,109	$	68,063

See Note 2 for further information regarding the impact of correcting adjustments made to previously issued Financial Statements.

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Property and Equipment, Net

12 Months Ended

Feb. 02, 2013

Property and Equipment, Net [Abstract]

Property and Equipment, Net

3. Property and Equipment, Net

Property and equipment, net consists of the following:

	February 2, 2013			January 28, 2012
				(Restated)
Fixtures, equipment and software	$	161,315		$	214,216
Leasehold improvements		90,947			72,164
		252,262			286,380
Accumulated depreciation and amortization		(130,200	)		(186,103	)
		122,062			100,277
Assets under capital leases, net of accumulated amortization of $2,117 and $416, respectively		9,508			9,713
	$	131,570		$	109,990

Assets under capital leases are primarily point-of-sale and related store equipment. Depreciation and amortization expense for property and equipment totaled $23.9 million, $18.6 million and $17.8 million for 2012, 2011 and 2010, respectively.

During 2012, 2011 and 2010, we recorded net pre-tax asset impairment charges of $0.5 million, $1.2 million and $1.2 million, respectively, to reduce the carrying value of fixtures, equipment and leasehold improvements held for use and certain other assets in under-performing or closing stores to their respective estimated fair value.

Store assets are considered Level 3 assets in the fair value hierarchy as the inputs for calculating the fair value of these assets are based on the best information available, including prices for similar assets. In 2012, 2011 and 2010, store assets with a carrying value of $0.5 million, $1.8 million and $1.2 million were written down to their fair value of $0, $0.6 million and $0, respectively.

See Note 2 for further information regarding the impact of correcting adjustments made to previously issued Financial Statements.

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Summary of Significant Accounting Policies and Other Information (Policies)

12 Months Ended

Feb. 02, 2013

Summary of Significant Accounting Policies and Other Information [Abstract]

Consolidation

Consolidation. The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts have been eliminated in consolidation.

Fiscal Year End

Fiscal Year End. Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2012, 2011 and 2010 ended on February 2, 2013, January 28, 2012 and January 29, 2011, respectively. Fiscal 2012 included 53 weeks. Fiscal 2011 and 2010 included 52 weeks. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years.

Use of Estimates

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents. Cash and cash equivalents include primarily investments in money market funds. The money market fund investments are Level 1 assets because fair value is based on readily available market prices. The fair value of these assets was $55.2 million at February 2, 2013 and $83.1 million at January 28, 2012.

Also included in cash and cash equivalents are cash on hand in the stores, deposits with banks and amounts due from credit card transactions with settlement terms of five days or less. Credit and debit card receivables included within cash were $8.9 million and $8.5 million at February 2, 2013 and January 28, 2012, respectively.

Retail Inventory Method and Inventory Valuation

Retail Inventory Method and Inventory Valuation. Inventories are valued using the lower of cost or market value, determined by the retail inventory method. Under the retail inventory method (“RIM”), the valuation of inventories at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value of inventories. RIM is an averaging method that is widely used in the retail industry due to its practicality. The use of the retail inventory method results in valuing inventories at lower of cost or market as permanent markdowns are currently taken as a reduction of the retail value of inventories. Inherent in the RIM calculation are certain significant management judgments and estimates including, among others, merchandise markon, markup, markdowns and shrinkage, which significantly affect the ending inventory valuation at cost as well as the corresponding charge to cost of goods sold. In addition, failure to take appropriate permanent markdowns currently can result in an overstatement of inventory.

Vendor Allowances

Vendor Allowances. We receive allowances from some of our vendors primarily related to markdown reimbursement, damaged/defective merchandise and vendor compliance issues. Vendor allowances are recorded when earned in accordance with Accounting Standards Codification (“ASC”) Topic 605-50, Revenue Recognition, Customer Payments and Incentives. Allowances received from vendors related to profitability of inventory recently sold are reflected as reductions to cost of merchandise sold in the later of the period that the merchandise markdown is incurred or the allowance is negotiated. Allowances received from vendors related to damaged/defective inventory are reflected as reductions to the cost of merchandise as it is received. Allowances received due to compliance issues (primarily violations of shipping and merchandise preparation requirements) are reflected as a reduction to the cost of the merchandise when negotiated.

Property and Equipment

Property and Equipment. Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over estimated useful lives of 3-10 years for fixtures, equipment and software and 5-10 years for leasehold improvements. Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the term of the lease. We capitalize costs associated with the acquisition or development of software for internal use. We only capitalize subsequent additions, modifications or upgrades to internal-use software to the extent that such changes increase functionality. We expense software maintenance and training costs as incurred.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets. We follow the guidance in ASC Topic 360, Property, Plant and Equipment, which requires impairment losses to be recorded on long-lived assets used in operations whenever events or changes in circumstances indicate that the net carrying amounts may not be recoverable. For long-lived assets held for use, an impairment loss is recognized if the sum of the future undiscounted cash flows from the use of the assets is less than the carrying value of the assets. The amount of the impairment is the excess of the carrying value of the asset over its fair value. Fair value is based on the best information available, including prices for similar assets. Impairment reviews are performed for individual stores during the fourth quarter, or more frequently should circumstances change. Factors used in the review include management’s plans for future operations, recent operating results and projected cash flows. See Note 3 for further discussion.

Fair Value Measurements

Fair Value Measurements. We follow the guidance of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This guidance also establishes the following three-level hierarchy based upon the transparency of inputs to the valuation of an asset or liability on the measurement date:

Level 1:	Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
Level 2:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3:	Unobservable inputs that reflect assumptions about what market participants would use in pricing assets or liabilities based on the best information available.

Assets and liabilities measured at fair value on a recurring basis include cash and cash equivalents. Assets and liabilities measured on a non-recurring basis include store related assets as used in our impairment calculations. See Note 3 for further discussion.

Store Closing Costs

Store Closing Costs. We follow the guidance in ASC Topic 420, Exit or Disposal Cost Obligations, to record store closing costs. ASC Topic 420 requires the recognition of costs associated with exit or disposal activities when they are incurred, generally the cease-use date. Lease termination costs are recorded net of estimated sublease income that could reasonably be obtained for the properties.

Insurance Reserves

Insurance Reserves. We use a combination of insurance and self-insurance for various risks including workers’ compensation, general liability and associate-related health care benefits, a portion of which is paid by the covered employees. We are responsible for paying the claims that are less than the insured limits. The reserves recorded for these claims are estimated actuarially, based on claims filed and claims incurred but not reported. These reserve estimates are adjusted based upon actual claims filed and settled.

Store Pre-Opening Costs

Store Pre-Opening Costs. Costs incurred prior to the date that new stores open are expensed as incurred.

Comprehensive Income

Comprehensive Income. Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to gains and losses that, under generally accepted accounting principles, are recorded as an element of shareholders’ equity but are excluded from net income. Accumulated other comprehensive (loss) income in 2012, 2011, and 2010 includes changes in postretirement benefits. See Note 8 for further discussion.

Revenue Recognition

Revenue Recognition. Revenue from sales of our merchandise is recognized at the time of sale, net of any returns, discounts and percentage-off coupons. Future merchandise returns are estimated based on historical experience. Sales tax collected from customers is not recognized as revenue and is included in Accrued expenses and other current liabilities until paid. Shoe department inventory is owned by a single supplier under a supply agreement. Our percentage of net revenue per the supply agreement is included in Net sales in the Consolidated Statements of Income.

We offer electronic gift cards and electronic merchandise return cards to our customers. These cards do not have expiration dates. No revenue is recognized at the time gift cards are sold; rather, the issuance is recorded as a liability to customers. At the time merchandise return cards are issued for returned merchandise, the sale is reversed and the issuance is recorded as a liability to customers. These card liabilities are reduced and sales revenue is recognized when cards are redeemed for merchandise. Card liabilities are included within Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

During the second quarter of 2012, we updated certain assumptions on our obligations for unused gift and merchandise return card balances. In 2012, 2011 and 2010, we recognized $3.0 million, $1.0 million and $10.3 million, respectively, of breakage income on unused gift and merchandise return cards. Breakage income is recognized when the likelihood of the card being redeemed by the customer is remote and we have determined that there is no legal obligation to remit card balances to relevant jurisdictions. We follow the Redemption Recognition Method to account for breakage of unused cards where breakage is recognized as cards are redeemed for the purchase of merchandise based upon a historical breakage rate over an estimated redemption period. Breakage income is recorded within Selling, general and administrative expenses (“SG&A”) in the Consolidated Statements of Income.

Co-Brand and Private Label Credit Card Programs

Co-Brand and Private Label Credit Card Programs. We offer a co-branded credit card and a private label credit card under the Stein Mart brand. These cards are issued by a third-party bank, GE Capital Retail Bank (“GE”). GE extends credit directly to cardholders and provides all servicing for the credit card accounts and bears all credit and fraud losses. Once a card is activated, the co-branded credit card customers are eligible to participate in the credit card rewards program, which provides for an incentive to cardholders in the form of reward certificates upon the cumulative purchase of an established amount. Stein Mart cardholders also receive special promotional offers and advance notice of in-store sales events. In 2012, 2011 and 2010, we recognized $2.3 million, $6.5 million and $5.5 million, respectively, of income from these programs which are recorded within SG&A in the Consolidated Statements of Income.

Operating Leases

Operating Leases. We lease all of our retail stores under operating leases. Certain lease agreements contain rent holidays, and/or rent escalation clauses. Except for contingent rent, we recognize rent expense on a straight-line basis over the lease term and record the difference between the amount charged to expense and the rent paid as a deferred rent liability. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when achievement of the specified sales that triggers the contingent rent is probable. Construction allowances and other such lease incentives are recorded as a deferred rent liability and are amortized on a straight-line basis as a reduction of rent expense.

Advertising Expense

Advertising Expense. Advertising costs are expensed as incurred. Advertising expenses of $52.4 million, $56.6 million and $53.8 million are reflected in SG&A expenses in the Consolidated Statements of Income for 2012, 2011 and 2010, respectively.

Income Taxes

Income Taxes. We follow the guidance in ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future income tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance for amounts that do not satisfy required realization criteria. See Note 7 for further discussion.

Share-Based Compensation

Share-Based Compensation. We follow the guidance in ASC Topic 718, Stock Compensation, to record share-based compensation. Pursuant to the guidance, we recognize expense in the financial statements for the fair values of all share-based payments to employees over the employees’ requisite service periods.

Earnings Per Share ("EPS")

Earnings Per Share (“EPS”). We follow the guidance of ASC Topic 260, Earnings Per Share, which clarifies that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of EPS under the two-class method. Our restricted stock awards are considered “participating securities” because they contain non-forfeitable rights to dividends. Under the two-class method, EPS is computed by dividing earnings allocated to common shareholders by the weighted-average number of common shares outstanding for the period. In applying the two-class method, earnings are allocated to both common stock shares and participating securities based on their respective weighted-average shares outstanding for the period.

The following table presents the calculation of basic and diluted EPS (shares in thousands):

	2012		2011		2010
			(Restated)		(Restated)
Basic Earnings Per Common Share:
Net income	$	25,027	$	19,931	$	56,686
Income allocated to participating securities		781		536		1,741
Net income available to common shareholders	$	24,246	$	19,395	$	54,945
Basic weighted-average shares outstanding		42,639		43,482		42,780
Basic earnings per share	$	0.57	$	0.45	$	1.28
Diluted Earnings Per Common Share:
Net income	$	25,027	$	19,931	$	56,686
Income allocated to participating securities		783		533		1,722
Net income available to common shareholders	$	24,244	$	19,398	$	54,964
Basic weighted-average shares outstanding		42,639		43,482		42,780
Incremental shares from share-based compensation plans		189		239		812
Diluted weighted-average shares outstanding		42,828		43,721		43,592
Diluted earnings per share	$	0.57	$	0.44	$	1.26

Options to acquire shares and performance share awards totaling approximately 1.2 million, 1.1 million and 1.2 million shares of common stock that were outstanding during 2012, 2011 and 2010, respectively, were not included in the computation of diluted net income per share. Options excluded were those that had exercise prices greater than the average market price of the common shares such that inclusion would have been anti-dilutive. Performance share awards were not included based on level of performance.

Consolidated Statements of Income Classifications

Consolidated Statements of Income Classifications. Cost of merchandise sold includes merchandise costs, net of vendor discounts and allowances; freight; inventory shrinkage; store occupancy costs (including rent, common area maintenance, real estate taxes, utilities and maintenance); payroll, benefits and travel costs directly associated with buying inventory; and costs related to the consolidation centers and distribution warehouses.

SG&A expenses include store operating expenses, such as payroll and benefit costs, advertising, store supplies, depreciation and other direct selling costs, and costs associated with our corporate functions.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) amended ASC Topic 220, Comprehensive Income. The amended guidance requires most entities to present changes in net income and other comprehensive income in either a single statement of comprehensive income or two separate, but consecutive, statements. The objective of these amendments is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. We adopted this guidance in fiscal 2012 and have included the addition of the Consolidated Statements of Comprehensive Income in our financial statements.

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Store Closing Charges

12 Months Ended

Feb. 02, 2013

Store Closing Charges [Abstract]

Store Closing Charges

11. Store Closing Charges

We close under-performing stores in the normal course of business. We closed five stores in 2012, 2011 and 2010 incurring pre-tax lease termination and severance costs. Lease termination costs are net of estimated sublease income that could reasonably be obtained for the properties. In the event we are not successful in subleasing closed store locations when management expects, additional reserves for store closing costs may be recorded. During 2012, 2011 and 2010, we recorded net pre-tax charges of $1.0 million, $1.2 million and $1.9 million, respectively, for store closing charges, including adjustments to previously recorded store closing reserves for changes in estimated sublease income. 2010 net store closing charges include an offsetting $1.2 million gain on a lease buyout by a landlord for the early termination of a lease. Store closing charges are included in SG&A expenses in the Consolidated Statements of Income.

The following tables show the activity in the store closing reserve:

	Lease- Related			Severance and Other			Total
Balance at January 30, 2010	$	4,370		$	49		$	4,419
Charges		1,702			241			1,943
Payments		(1,111	)		(256	)		(1,367	)
Balance at January 29, 2011		4,961			34			4,995
Charges		663			494			1,157
Payments		(2,532	)		(528	)		(3,060	)
Balance at January 28, 2012		3,092			—			3,092
Charges		782			271			1,053
Payments		(1,781	)		(233	)		(2,014	)
Balance at February 2, 2013	$	2,093		$	38		$	2,131

The store closing reserve at February 2, 2013, January 28, 2012 and January 29, 2011 includes a current portion (in Accrued expenses and other current liabilities) of $1.2 million, $1.6 million and $2.3 million, respectively, and a long-term portion (in Other liabilities) of $0.9 million, $1.5 million and $2.7 million, respectively.

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Income Taxes

12 Months Ended

Feb. 02, 2013

Income Taxes [Abstract]

Income Taxes

7. Income Taxes

Temporary differences, which give rise to deferred tax assets and liabilities, are as follows:

	February 2, 2013			January 28, 2012
				(Restated)
Gross deferred tax assets:
Unredeemed gift and return card liabilities	$	277		$	1,023
Deferred rent liability		9,862			8,910
Deferred compensation liability		4,985			1,557
Insurance reserves		2,359			2,550
Share-based compensation		3,915			3,950
Store closing reserves		806			1,191
Accrued vacation		2,523			2,480
Other accrued liabilities		3,803			2,123
Unredeemed credit card awards		726			758
NOL and credit carry forwards		554			1,043
Other		158			214
Gross deferred tax assets		29,968			25,799
Gross deferred tax liabilities:
Inventory		4,580			3,210
Property and equipment		28,789			22,141
Prepaid items		1,411			1,123
Other assets		86			135
Gross deferred tax liabilities		34,866			26,609
Net deferred tax liability	$	(4,898	)	$	(810	)

As of February 2, 2013, the Company had net operating losses (“NOL”) carryforwards for state income tax purposes of $12.5 million that will begin to expire in 2013.

Deferred tax assets (liabilities) are reflected on the Consolidated Balance Sheets as follows:

	February 2, 2013			January 28, 2012
				(Restated)
Current deferred tax assets (included in Other current assets)	$	2,602		$	2,049
Non-current deferred tax liabilities (included in Other liabilities)		(7,500	)		(2,859	)
Net deferred tax liability	$	(4,898	)	$	(810	)

The components of income tax expense (benefit) are as follows:

	2012		2011			2010
			(Restated)			(Restated)
Current:
Federal	$	7,358	$	(837	)	$	10,980
State		697		805			(305	)
		8,055		(32	)		10,675
Deferred:
Federal		2,512		11,989			(10,505	)
State		404		258			(1,858	)
		2,916		12,247			(12,363	)
Income tax expense (benefit)	$	10,971	$	12,215		$	(1,688	)

During 2012, 2011 and 2010, we realized tax (deficiencies) benefits of $(0.5) million, $(0.4) million and $7.0 million, respectively, related to share-based compensation plans that were recorded to additional paid-in-capital. The income tax provision differs from the amount of income tax determined by applying the statutory U.S. corporate tax rate to pre-tax amounts due to the following items:

	2012			2011			2010
				(Restated)			(Restated)
Federal tax at the statutory rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal benefit		2.1	%		4.5	%		1.1	%
Valuation allowance		0.0	%		0.0	%		(39.1	)%
Permanent differences and other		(6.6	)%		(1.5	)%		(0.1	)%
Effective tax rate		30.5	%		38.0	%		(3.1	)%

As of January 30, 2010, we had a valuation allowance on substantially all of our net deferred tax assets, established in 2008. During 2010, the reversal of the remaining valuation allowance, based on changes in forecasts of future earnings and a return to profitability on a three-year historical basis, favorably impacted the effective tax rate. For 2012, the effective tax rate was positively impacted by the impact of favorable permanent differences which related primarily to the non-taxable income recognized related to a settlement gain from post-retirement life insurance benefits described in Note 8.

The following is a reconciliation of the change in the amount of unrecognized tax benefits from January 31, 2010 to February 2, 2013:

	2012			2011			2010
				(Restated)			(Restated)
Beginning balance	$	1,476		$	3,062		$	5,163
Increases due to:
Tax positions taken in prior years		—			587			526
Settlements with taxing authorities		—			—			12
Decreases due to:
Tax positions taken in prior years		(765	)		—			(2,553	)
Settlements with taxing authorities		—			(2,101	)		—
Lapse of statute of limitations		(80	)		(72	)		(86	)
Ending balance	$	631		$	1,476		$	3,062

As of February 2, 2013, there were no unrecognized tax benefits (“UTBs”) that, if recognized, would affect the effective tax rate. We recognize interest and penalties related to UTBs in income tax expense. During the fiscal years ended February 2, 2013, January 28, 2012 and January 29, 2011, the amount of interest and penalties related to UTBs was insignificant. The total amount of accrued interest and accrued penalties related to UTBs as of February 2, 2013 and January 28, 2012 was also insignificant.

UTBs decreased in 2012 due to tax positions taken and lapse of statute of limitations. UTBs decreased in 2011 primarily due to settlements related to the completion of federal examinations for 2007 and 2008. UTBs decreased $2.5 million in 2010 related primarily to favorable settlements of state tax examinations and the resolution of protective federal credit claims filed for prior tax years.

We are currently open to audit under the statute of limitations by the Internal Revenue Service for the tax years 2010 through 2012. The Company’s state tax returns are open to audit under similar statute of limitations for the tax years 2008 through 2012.

See Note 2 for further information regarding the correcting adjustments made to previously reported Financial Statements.

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Employee Benefit Plans (Details Textual) (USD $)	12 Months Ended
	Feb. 02, 2013 Hours	Jan. 28, 2012		Jan. 29, 2011		Dec. 31, 2012
Employee Benefit Plans (Textual) [Abstract]
Employers contribution towards plan	10.00%	10.00%
Deferred compensation program expense, net of forfeitures	$ 6,900,000	$ 400,000		$ 200,000
Deferred compensation plan liability	10,700,000	2,900,000
Change in post-retirement loss obligations	(950,000)	1,875,000	[1]	122,000	[1]
Employee Benefit Plans (Additional Textual) [Abstract]
Percent vested per year until fully vested in matching contributions	20.00%	20.00%
Contributions to retirement plan, net of forfeitures	6,700,000
Contributions and related investment earnings vest, description	A participant’s Company matching contributions and related investment earnings vest at 20% per year in each of years four through eight, at which time a participant is fully vested.
Cash surrender value	17,700,000	14,100,000
Post-retirement benefit due to settlement	7,700,000
Cash payment of retiree	1,600,000
Curtailment and settlement benefit obligation discount rate						3.80%
Investment earning cliff vest age of contribution defined benefit plan	62 years
Age for availing pre-retirement medical, dental and vision benefits	65 years
Employees age for contribution retirement plan	21 years
Minimum service period criteria to be eligible for plan	1 year
Minimum service period in hour criteria to be eligible for plan	1,000
Employer discretionary contribution percentage under plan	20.00%
Period of employees service after which Employer Discretionary Contribution payable	2 years
Employee's voluntary pre-tax contributions	50.00%	50.00%		50.00%
Employee's compensation for voluntary pre-tax contributions	4.00%	4.00%		4.00%
Company contributions to the retirement plan, net of forfeitures	1,200,000	1,200,000		1,200,000
Defined Benefit Postretirement Health Coverage [Member]
Employee Benefit Plans (Textual) [Abstract]
Deferred compensation plan liability	400,000	400,000
Change in post-retirement loss obligations	$ 200,000	$ 200,000
Maximum [Member]
Employee Benefit Plans (Textual) [Abstract]
Contributions and related investment earnings vest	8 years
Pre-retirement life insurance protection based multiplier	5
Post-retirement life insurance protection based multiplier	2.5
Minimum [Member]
Employee Benefit Plans (Textual) [Abstract]
Contributions and related investment earnings vest	4 years
Pre-retirement life insurance protection based multiplier	3
Post-retirement life insurance protection based multiplier	1.5
Officers and Key Executives [Member]
Employee Benefit Plans (Textual) [Abstract]
Employers contribution towards plan	100.00%	50.00%
Director [Member]
Employee Benefit Plans (Textual) [Abstract]
Employers contribution towards plan	50.00%	25.00%

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Revolving Credit Agreement

12 Months Ended

Feb. 02, 2013

Revolving Credit Agreement [Abstract]

Revolving Credit Agreement

5. Revolving Credit Agreement

In October 2011, we entered into an amended and restated revolving credit agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. The Credit Agreement provides for a $100 million senior secured revolving credit facility which can be increased to $150 million. The Credit Agreement matures on February 28, 2017 and replaces our existing $150 million revolving credit facility which was to mature in early 2012. Borrowings under the Credit Agreement are based on and collateralized by eligible credit card receivables and inventory. Proceeds may be used for general corporate purposes, including issuing standby and commercial letters of credit.

Borrowings under the Credit Agreement shall be either Base Rate Loans or LIBO Rate Loans (all terms as defined in the Credit Agreement). Base Rate Loans bear interest equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the Adjusted LIBO Rate plus one percent (1.00%), or (c) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “prime rate”, plus the Applicable Margin. LIBO Rate Loans shall bear interest equal to the Adjusted LIBO Rate plus the Applicable Margin. The Adjusted LIBO Rate with respect to any LIBO Rate Loan is the interest rate per annum equal to the LIBO Rate for such Interest Period multiplied by the Statutory Reserve Rate. The Adjusted LIBO Rate with respect to any Base Rate Loan is the interest rate per annum equal to the LIBO Rate for an Interest Period commencing on the date of such calculation and ending on the date that is thirty (30) days thereafter multiplied by the Statutory Reserve Rate. The Applicable Margin is based upon a pricing grid depending on the Average Daily Availability.

The amount available for borrowing was $93.2 million at February 2, 2013 and is based on 90% of eligible credit card receivables and inventories less reserves, as defined in the Credit Agreement. The amount available for borrowing represents the capped borrowing base of $100 million reduced by outstanding letters of credit of $6.8 million. The Credit Agreement contains customary affirmative and negative covenants, including limitations on granting of liens, certain investments, additional indebtedness, prepayments on indebtedness and disposition of inventory. We had no direct borrowings at February 2, 2013.

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Leases and Commitments

12 Months Ended

Feb. 02, 2013

Leases and Commitments [Abstract]

Leases and Commitments

6. Leases and Commitments

We lease all of our retail stores, support facilities and certain equipment under operating leases. Our store leases are generally for 10 years with options to extend the lease term for two or more 5-year periods. Annual store rent is generally comprised of a fixed minimum amount plus a contingent amount based on a percentage of sales in excess of specified levels. Most store leases also require additional payments covering real estate taxes, common area costs and insurance.

Rent expense is as follows:

	2012		2011		2010
			(Restated)		(Restated)
Minimum rentals	$	71,260	$	72,581	$	73,627
Contingent rentals		981		1,014		1,015
	$	72,241	$	73,595	$	74,642

At February 2, 2013, future contractual minimum lease payments under both operating and capital leases are:

	Operating		Capital		Total
2013	$	75,119	$	2,197	$	77,316
2014		68,788		—		68,788
2015		59,447		—		59,447
2016		47,807		—		47,807
2017		34,536		—		34,536
Thereafter		83,073		—		83,073
Total	$	368,770	$	2,197	$	370,967

Obligations under capital leases as of February 2, 2013 are recorded in Accrued expenses and other current liabilities. Interest rates on our capital leases are less than 0.1 percent.

See Note 2 for further information regarding the impact of correcting adjustments made to previously issued Financial Statements.

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Employee Benefit Plans

12 Months Ended

Feb. 02, 2013

Employee Benefit Plans [Abstract]

Employee Benefit Plans

8. Employee Benefit Plans

We have a defined contribution retirement plan (a 401(k) plan) covering employees who are at least 21 years of age, have completed at least one year of service and who work at least 1,000 hours annually. Under the profit sharing portion of the plan, we can make discretionary contributions which vest at a rate of 20 percent per year after two years of service. During 2012, 2011 and 2010, we matched 50 percent of an employee’s voluntary pre-tax contributions up to a maximum of four percent of an employee’s compensation. Our matching portion vests in accordance with the plan’s vesting schedule. Total Company contributions to the retirement plan, net of forfeitures, were $1.2 million for each of 2012, 2011 and 2010.

We have an executive deferral plan providing officers, key executives and director-level employees with the opportunity to defer receipt of salary, bonus and other compensation. The plan allows for company discretionary contributions. During 2012, we matched contributions up to 10 percent of salary and bonuses deferred at a rate of 100 percent for officers and key executives and a rate of 50 percent for directors. In addition, during 2012, we made an additional discretionary contribution totaling $6.7 million related to the curtailment and settlement of the split dollar retirement benefit described below. During 2011, we matched contributions up to 10 percent of salary and bonus at a rate of 50 percent for officers and key executives and a rate of 25 percent for directors. There was no match for 2010.

Matching contributions for 2011 and 2012 and related investment earnings vest at 20% per year in each of years four through eight, at which time a participant is fully vested. The additional discretionary contribution made in 2012 and related investment earnings cliff vest at age 62. The executive deferral plan liability was $10.7 million and $2.9 million at February 2, 2013 and January 28, 2012, respectively, and is included in Other liabilities in the Consolidated Balance Sheets. The expense for this plan, net of forfeitures, was $6.9 million, $0.4 million and $0.2 million in 2012, 2011 and 2010, respectively.

We provide an executive split-dollar life insurance benefit which provides officers, key executives and director-level employees with pre-retirement life insurance benefits based upon three to five times base salary and post-retirement life insurance benefits based upon one and one-half to two and one-half times final base salary. Effective December 31, 2012, active employees and substantially all retirees were no longer eligible for the post-retirement life insurance benefit through an agreement between the company and the insureds resulting in a curtailment and settlement of plan benefits as detailed below. In addition to the discretionary contribution to the executive deferral plan described above, we made cash payments to retirees totaling $1.6 million as a result of this change. The gain due to settlement of the post-retirement benefit of $7.7 million was more than offset by the cost of payments to retirees and executive deferral plan contributions.

The curtailment and settlement resulted in a remeasurement of the benefit obligation on December 31, 2012 using a discount rate of 3.8%. The following reflects the change in the post-retirement benefit obligation included in Other liabilities in the Consolidated Balance Sheets:

	February 2, 2013			January 28, 2012
Benefit obligation at beginning of year	$	9,212		$	6,307
Service cost		790			655
Interest cost		404			366
Actuarial losses		1,979			1,884
Curtailment		(1,272	)		—
Settlement		(9,227	)		—
Benefit obligation at end of year	$	1,886		$	9,212

The following reflects the components of net periodic post-retirement benefit (income) cost:

	2012			2011		2010
Service cost	$	790		$	655	$	533
Interest cost		404			366		318
Amortization of (gain) loss		93			—		(29	)
Gain due to settlement		(7,680	)		—		—
Net periodic post-retirement benefit (income) cost	$	(6,393	)	$	1,021	$	822

Amounts included in Accumulated other comprehensive loss consisted of:

	February 2, 2013		January 28, 2012
Total net actuarial loss	$	315	$	1,248

In connection with the executive deferral and executive split-dollar life insurance plans, whole life insurance contracts were purchased on the related participants. At February 2, 2013 and January 28, 2012, the cash surrender value of these policies was $17.7 million and $14.1 million, respectively, and is included in Other assets in the Consolidated Balance Sheets.

We have a noncontributory executive retiree medical plan wherein eligible retired executives may continue their pre-retirement medical, dental and vision benefits through age 65. The postretirement benefit liability was $0.4 million at February 2, 2013 and January 28, 2012. Accumulated other comprehensive loss on the Consolidated Balance Sheets includes $0.2 million for this plan at February 2, 2013 and January 28, 2012. The expense recorded in Net income for 2012, 2011 and 2010 was insignificant.

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Shareholders' Equity (Details 3) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Feb. 02, 2013
Performance Share Awards [Member]
Summarizes non-vested stock activity
Shares, Non-vested at January 28, 2012	564
Weighted-Average Grant Date Fair Value, Non-vested at January 28, 2012	$ 10.46
Shares, Granted	481
Weighted-Average Grant Date Fair Value, Granted	$ 6.51
Shares, Vested	(276)
Weighted-Average Grant Date Fair Value, Vested	$ 9.54
Shares, Cancelled or forfeited	(25)
Weighted-Average Grant Date Fair Value, Cancelled or forfeited	$ 8.47
Shares, Non-vested at February 02, 2013	744
Weighted-Average Grant Date Fair Value, Non-vested at February 02, 2013	$ 8.32
Shares, Total unrecognized compensation cost	$ 3,721
Performance Share Awards [Member] | Minimum [Member]
Summarizes non-vested stock activity
Shares, Weighted-average expected life remaining	10 months 24 days
Restricted Stock Awards [Member]
Summarizes non-vested stock activity
Shares, Non-vested at January 28, 2012	776
Weighted-Average Grant Date Fair Value, Non-vested at January 28, 2012	$ 8.90
Shares, Granted	486
Weighted-Average Grant Date Fair Value, Granted	$ 6.55
Shares, Vested	(210)
Weighted-Average Grant Date Fair Value, Vested	$ 10.86
Shares, Cancelled or forfeited	(56)
Weighted-Average Grant Date Fair Value, Cancelled or forfeited	$ 8.23
Shares, Non-vested at February 02, 2013	996
Weighted-Average Grant Date Fair Value, Non-vested at February 02, 2013	$ 7.38
Shares, Total unrecognized compensation cost	$ 3,962
Restricted Stock Awards [Member] | Maximum [Member]
Summarizes non-vested stock activity
Shares, Weighted-average expected life remaining	1 year 1 month 6 days

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Shareholders' Equity (Details Textual) (USD $)	12 Months Ended								12 Months Ended								12 Months Ended
	Feb. 02, 2013 Hours	Jan. 28, 2012		Jan. 29, 2011		Feb. 02, 2013 Board of Directors [Member]	Jan. 28, 2012 Board of Directors [Member]	Jun. 14, 2011 Board of Directors [Member]	Feb. 02, 2013 Maximum [Member]	Jan. 29, 2011 Maximum [Member]	Feb. 02, 2013 Minimum [Member]	Jan. 29, 2011 Minimum [Member]	Feb. 02, 2013 Stock Options [Member]	Jan. 28, 2012 Stock Options [Member]	Jan. 29, 2011 Stock Options [Member]	Feb. 01, 2013 Stock Options [Member]	Feb. 02, 2013 Restricted Stock and Performance Share Awards [Member]	Feb. 02, 2013 Restricted Stock and Performance Share Awards [Member] Maximum [Member]	Feb. 02, 2013 Restricted Stock and Performance Share Awards [Member] Minimum [Member]	Feb. 02, 2013 Restricted Stock Awards [Member]	Jan. 28, 2012 Restricted Stock Awards [Member]	Jan. 29, 2011 Restricted Stock Awards [Member]	Feb. 02, 2013 Restricted Stock Awards [Member] Maximum [Member]	Feb. 02, 2013 Performance Share Awards [Member]	Jan. 28, 2012 Performance Share Awards [Member]	Jan. 29, 2011 Performance Share Awards [Member]	Feb. 02, 2013 Performance Share Awards [Member] Minimum [Member]	Feb. 02, 2013 Employee Stock Purchase Plan [Member]	Jan. 28, 2012 Employee Stock Purchase Plan [Member]	Jan. 29, 2011 Employee Stock Purchase Plan [Member]
Shareholders' Equity (Textual) [Abstract]
Repurchase of shares, remaining						890,933
Repurchase of shares	574,686	1,653,841		870,531		123,770	1,566,910
Number of shares authorized under Plan								2,500,000																				2,800,000
Share-based compensation expense	$ 6,203,000	$ 3,821,000		$ 3,759,000																								$ 100,000	$ 300,000	$ 300,000
Expiration period of options													7 years
Stock option exercisable terms and conditions													One-third of the awards granted become exercisable on each of the third, fourth and fifth anniversary dates of grant and the awards expire seven years after the date of grant
Aggregate intrinsic value of outstanding and exercisable stock options													300,000
Unrecognized compensation cost													2,000,000
Closing stock price per share																$ 8.84
Money option outstanding													1,100,000
Total intrinsic value of stock options exercised													100,000	600,000	7,900,000
Income tax expense	10,971,000	12,215,000	[1]	(1,688,000)	[1]								0	100,000	2,600,000
Shares, Weighted-average expected life remaining													1 year										1 year 1 month 6 days				10 months 24 days
Expected option term		4 years 1 month 6 days		5 years 2 months 12 days					5 years 3 months 18 days		4 years 1 month 6 days																	6 months
Incremental share based compensation													0
Award Vesting Period																		3 years	2 years
Shares granted	560,000																481,000
Total Fair value, Vested																				2,300,000	1,300,000	2,200,000		2,600,000	1,100,000	2,100,000
Expected volatility	59.70%	69.70%							70.77%	73.60%	62.89%	73.16%
Shareholders' Equity (Additional Textual) [Abstract]
Dividend declared and cash paid per share	$ 1.00	$ 0.00		$ 0.50
Date of payment of dividend	Dec. 24, 2012			Dec. 22, 2010
Date of declaration of dividend	Nov. 27, 2012			Nov. 10, 2010
Dividend payable date of record	Dec. 10, 2012			Dec. 08, 2010
Repurchase shares value	3,900,000	12,100,000		7,100,000
Discount for participants under stock purchase plan	85.00%
Number of shares available each year	200,000
Shares acquired by participants	64,170	112,139		145,395
Weighted average price per share	$ 5.79	$ 6.61		$ 5.27
Dividend yield	0.00%	0.00%		0.00%
Risk free interest rate	0.88%	1.90%		2.30%
Present value discount factor	1.00%
Weighted-average grant-date fair value of options granted	$ 3.93	$ 4.36		$ 5.78
Total tax benefit recognized in consolidated statements of Income related to share-based compensation expense	2,400,000	1,500,000		1,500,000
Number of completion period for employee stock purchase plan	6 months
Number of working hours per week for eligible in employee stock purchase plan	20
Additional share-based compensation expense recognized in respect of dividend payments to holders of unvested restricted stock	$ 600,000

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Shareholders' Equity (Details 2)	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012	Jan. 29, 2011
Summary of fair value of stock option with weighted average assumption
Expected term		4 years 1 month 6 days	5 years 2 months 12 days
Risk free interest rate	0.88%	1.90%	2.30%
Volatility	59.70%	69.70%
Dividend yield	0.00%	0.00%	0.00%
Maximum [Member]
Summary of fair value of stock option with weighted average assumption
Expected term	5 years 3 months 18 days
Volatility	70.77%		73.60%
Minimum [Member]
Summary of fair value of stock option with weighted average assumption
Expected term	4 years 1 month 6 days
Volatility	62.89%		73.16%

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Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Feb. 02, 2013

Quarterly Results of Operations (Unaudited) [Abstract]

Quarterly results of operations

	Year Ended February 2, 2013
	13 Weeks Ended		13 Weeks Ended		13 Weeks Ended			14 Weeks Ended
	April 28, 2012		July 28, 2012		October 27, 2012			February 2, 2013
	(Restated)
Net sales	$	309,708	$	280,372	$	273,729		$	368,557
Gross profit		91,864		73,819		70,690			106,257
Net income (loss)		10,833		2,306		(1,659	)		13,547
Basic income (loss) per share	$	0.25	$	0.05	$	(0.04	)	$	0.31
Diluted income (loss) per share	$	0.25	$	0.05	$	(0.04	)	$	0.30

	Year Ended January 28, 2012
	13 Weeks Ended		13 Weeks Ended		13 Weeks Ended			13 Weeks Ended
	April 30, 2011		July 30, 2011		October 29, 2011			January 28, 2012
	(Restated)		(Restated)		(Restated)			(Restated)
Net sales	$	309,218	$	274,549	$	263,232		$	330,952
Gross profit		94,554		70,917		66,653			87,492
Net income (loss)		13,900		1,834		(1,696	)		5,893
Basic income (loss) per share	$	0.31	$	0.04	$	(0.04	)	$	0.13
Diluted income (loss) per share	$	0.31	$	0.04	$	(0.04	)	$	0.13

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Jan. 28, 2012
Gross deferred tax assets:
Unredeemed gift and return card liabilities	$ 277	$ 1,023
Deferred rent liability	9,862	8,910
Deferred compensation liability	4,985	1,557
Insurance reserves	2,359	2,550
Share-based compensation	3,915	3,950
Store closing reserves	806	1,191
Accrued vacation	2,523	2,480
Other accrued liabilities	3,803	2,123
Unredeemed credit card awards	726	758
NOL and credit carry forwards	554	1,043
Other	158	214
Gross deferred tax assets	29,968	25,799
Gross deferred tax liabilities:
Inventory	4,580	3,210
Property and equipment	28,789	22,141
Prepaid items	1,411	1,123
Other assets	86	135
Gross deferred tax liabilities	34,866	26,609
Net deferred tax liability	$ (4,898)	$ (810)

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Quarterly Results of Operations (Unaudited)

12 Months Ended

Feb. 02, 2013

Quarterly Results of Operations (Unaudited) [Abstract]

Quarterly Results of Operations (Unaudited)

13. Quarterly Results of Operations (Unaudited)

	Year Ended February 2, 2013
	13 Weeks Ended		13 Weeks Ended		13 Weeks Ended			14 Weeks Ended
	April 28, 2012		July 28, 2012		October 27, 2012			February 2, 2013
	(Restated)
Net sales	$	309,708	$	280,372	$	273,729		$	368,557
Gross profit		91,864		73,819		70,690			106,257
Net income (loss)		10,833		2,306		(1,659	)		13,547
Basic income (loss) per share	$	0.25	$	0.05	$	(0.04	)	$	0.31
Diluted income (loss) per share	$	0.25	$	0.05	$	(0.04	)	$	0.30

	Year Ended January 28, 2012
	13 Weeks Ended		13 Weeks Ended		13 Weeks Ended			13 Weeks Ended
	April 30, 2011		July 30, 2011		October 29, 2011			January 28, 2012
	(Restated)		(Restated)		(Restated)			(Restated)
Net sales	$	309,218	$	274,549	$	263,232		$	330,952
Gross profit		94,554		70,917		66,653			87,492
Net income (loss)		13,900		1,834		(1,696	)		5,893
Basic income (loss) per share	$	0.31	$	0.04	$	(0.04	)	$	0.13
Diluted income (loss) per share	$	0.31	$	0.04	$	(0.04	)	$	0.13

The sum of the quarterly per share amounts may not equal the annual amount because income per share is calculated independently for each quarter.

See Note 2 for further information regarding the impact of correcting adjustments made to previously issued Financial Statements. Correcting adjustments to Net sales, Gross profit and Net income for the 13 weeks ended January 28, 2012 were $2.8 million, $4.7 million and $0.2 million, respectively, which had no impact on basic and diluted income per share.

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Property and Equipment, Net (Tables)

12 Months Ended

Feb. 02, 2013

Property and Equipment, Net [Abstract]

Property and equipment, net

Property and equipment, net consists of the following:

	February 2, 2013			January 28, 2012
				(Restated)
Fixtures, equipment and software	$	161,315		$	214,216
Leasehold improvements		90,947			72,164
		252,262			286,380
Accumulated depreciation and amortization		(130,200	)		(186,103	)
		122,062			100,277
Assets under capital leases, net of accumulated amortization of $2,117 and $416, respectively		9,508			9,713
	$	131,570		$	109,990

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Leases and Commitments (Details 1) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013
Future contractual minimum operating lease payments
2013	$ 75,119
2014	68,788
2015	59,447
2016	47,807
2017	34,536
Thereafter	83,073
Total	368,770
Future contractual minimum capital lease payments
2013	2,197
2014
2015
2016
2017
Thereafter
Total	2,197
Capital and Operating Leases Future Minimum Payments Due Current Net	77,316
Capital and Operating Leases Future Minimum Payments Due in Two Years Net	68,788
Capital and Operating Leases Future Minimum Payments Due in Three Years Net	59,447
Capital and Operating Leases Future Minimum Payments Due in Four Years Net	47,807
Capital and Operating Leases Future Minimum Payments Due in Five Years Net	34,536
Capital and Operating Leases Future Minimum Payments Due Thereafter Net	83,073
Capital and operating leases future minimum payments due	$ 370,967

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Restatement of Previously Issued Financial Statements (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Jan. 28, 2012	Oct. 29, 2011	Jul. 30, 2011	Apr. 30, 2011	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011
Effect of Adjustment and corrections on Consolidated Statement of Comprehensive Income
Net income	$ 13,547	$ (1,659)	$ 2,306	$ 10,833	$ 5,893	$ (1,696)	$ 1,834	$ 13,900	$ 25,027	$ 19,931	[1]	$ 56,686	[1]
Other comprehensive loss, net of tax:
Change in post-retirement benefit obligations									950	(1,875)	[1]	(122)	[1]
Comprehensive income									25,977	18,056	[1]	56,564	[1]
As previously reported [Member]
Effect of Adjustment and corrections on Consolidated Statement of Comprehensive Income
Net income										19,828		48,753
Other comprehensive loss, net of tax:
Change in post-retirement benefit obligations										(1,875)		(122)
Comprehensive income										17,953		48,631
Adjustments [Member]
Effect of Adjustment and corrections on Consolidated Statement of Comprehensive Income
Net income					200					103		7,933
Other comprehensive loss, net of tax:
Comprehensive income										$ 103		$ 7,933

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Jan. 28, 2012	Oct. 29, 2011	Jul. 30, 2011	Apr. 30, 2011	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011
Condensed Consolidated Statements of Comprehensive Income [Abstract]
Net income	$ 13,547	$ (1,659)	$ 2,306	$ 10,833	$ 5,893	$ (1,696)	$ 1,834	$ 13,900	$ 25,027	$ 19,931	[1]	$ 56,686	[1]
Other comprehensive income (loss), net of tax:
Change in post-retirement benefit obligations									950	(1,875)	[1]	(122)	[1]
Comprehensive income									$ 25,977	$ 18,056	[1]	$ 56,564	[1]

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Restatement of Previously Issued Financial Statements

12 Months Ended

Feb. 02, 2013

Restatement of Previously Issued Financial Statements [Abstract]

Restatement of Previously Issued Financial Statements

2. Restatement of Previously Issued Financial Statements

Our Consolidated Balance Sheet as of January 28, 2012, and our Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Shareholders’ Equity and our Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2012, and January 29, 2011, have been restated for errors made with regard to inventory markdowns, leasehold improvement costs, compensated absences (paid vacation) and other matters further described below. The restated financial statements also reflect the correction of certain previously identified errors and out of period adjustments that were deemed immaterial to the annual or interim period in which they were recorded and have now been restated to properly reflect the corrections in the appropriate periods.

Reclassifications

We have made certain reclassifications in the Consolidated Statements of Income related to breakage income on unused gift and merchandise return cards and credit card income related to our co-branded and private label credit card agreement which were presented in Other income, net and have been reclassified to SG&A. There were no reclassifications made to the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income or Consolidated Statements of Cash Flows.

Adjustments

The following is a description of the areas in which the errors were identified and for which we made correcting adjustments to our Consolidated Financial Statements. The associated income tax expense or benefit and related deferred tax asset or liability for each error has also been corrected, including the impact of valuation allowance releases in 2010.

(1) Inventory markdowns - We identified and corrected errors related to the incorrect treatment of certain inventory markdowns as promotional (temporary). Based on analysis of various factors, these inventory markdowns should have been accounted for as permanent markdowns. Under the retail inventory method of accounting used by us, promotional markdowns do not impact the value of unsold inventory and thus do not impact cost of sales until the merchandise is sold. Conversely, permanent markdowns reduce the value of unsold inventory and impact cost of sales at the time the markdowns are taken.

(2) Leasehold improvement costs - We identified and corrected errors to report fixed assets related to leasehold improvements at their gross amount with lessor reimbursements for the related construction recorded as deferred rent credits. Landlord (lessor) reimbursements to us (lessee) for store interior construction had been incorrectly accounted for as reductions in the fixed assets related to leasehold improvements. This practice was based on the prior belief that our leasehold improvements increased the fair value of the lessor’s property. Management now believes that there was no significant increase in the fair value of the lessor’s leased assets and therefore these leasehold improvements should have been recorded, depreciated over and subject to impairment exclusive of lessor reimbursements in the respective periods. Cost of merchandise sold decreased by $3.0 million and $3.2 million for 2011 and 2010, respectively, and Selling, general and administrative expenses increased by $1.1 million and $1.2 million for 2011 and 2010, respectively as a result of this adjustment.

(3) Compensated absences (paid vacation) - We identified and corrected errors to record liabilities for compensated absences (paid vacation) which were not previously recorded.

(4) Leased department commissions - We corrected the presentation of leased department commissions in the Consolidated Statements of Income. Leased department commissions were presented in Other income, net of related expenses and have been corrected to report Net sales (increase of $19.1 million and $18.2 million for 2011 and 2010, respectively) and Selling, general and administrative expenses (increase of $6.4 million and $6.1 million for 2011 and 2010, respectively) on a gross basis. There was no impact to Net income related to this change.

(5) Sales returns - We corrected the presentation of estimated sales returns in the Consolidated Statements of Income. Estimated sales returns were previously incorrectly presented on a net basis and have been presented on a gross basis in Net sales and Cost of merchandise sold (adjustment of $1.5 million and $1.4 million for 2011 and 2010, respectively). There was no impact to Net income related to this change.

(6) Insurance-related assets and liabilities - We corrected the presentation of insurance-related assets and liabilities in the Consolidated Balance Sheets. The long-term portion of insurance assets ($7.1 million) was previously incorrectly reported as Prepaid expenses and other current assets and is now reported as Other assets. The long-term portion of insurance liabilities ($11.5 million) was previously incorrectly reported as Accrued expenses and other current liabilities and is now reported as Other liabilities. There was no impact on Total assets or Total liabilities related to this change.

(7) Other - We corrected certain previously identified errors and out of period adjustments that were deemed immaterial to the annual or interim period in which they were recorded and restated prior periods to reflect these corrections in the appropriate periods. The amounts relate to credit card reward income breakage, credit card receivables, software costs, and assets no longer in use.

The net effect of the adjustments on the Consolidated Statements of Income was to increase Net income by $0.1 million and $7.9 million for the years ended January 28, 2012 and January 29, 2011, respectively.

Increase (decrease) in Net income:	2011			2010
Inventory markdowns	$	655		$	(707	)
Leasehold improvement costs		1,937			2,037
Compensated absences		(134	)		429
Other		(2,283	)		47
Total adjustments before tax		175			1,806
Income tax expense (benefit) from adjustments		72			(6,127	)
Increase in Net income	$	103		$	7,933

The adjustments in “Other” in 2011 relate primarily to the correction of a previously recorded out of period adjustment related to credit card reward income breakage of $2.0 million. The tax benefit in 2010 is related to the reversal of the valuation allowance attributable to the increase in prior period deferred tax assets due to the cumulative impact of the restatement adjustments noted above. These deferred tax assets had a full valuation allowance in 2008 and 2009.

The decrease to retained earnings from the adjustments as of January 30, 2010, is as follows:

Inventory markdowns	$	(1,891	)
Leasehold improvement costs		(8,982	)
Compensated absences		(6,737	)
Other		(81	)
Income tax effect of adjustments		(12	)
Decrease to retained earnings	$	(17,703	)

The following table presents the effect of the aforementioned adjustments on our Consolidated Balance Sheet as of January 28, 2012 and indicates the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	As of January 28, 2012
	As Previously Reported			Adjustments			Description of Adjustments			As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	94,053		$	—					$	94,053
Inventories		220,775			(1,943	)		(1	)		218,832
Prepaid expenses and other current assets		36,838			(2,699	)		(2)(6)(7	)		34,139
Total current assets		351,666			(4,642	)					347,024
Property and equipment, net		104,141			5,849			(2)(7	)		109,990
Other assets		17,409			5,160			(2)(6	)		22,569
Total assets	$	473,216		$	6,367					$	479,583
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	106,063		$	—					$	106,063
Accrued expenses and other current liabilities		72,731			(4,668	)		(3)(6	)		68,063
Total current liabilities		178,794			(4,668	)					174,126
Other liabilities		35,084			20,702			(2)(6	)		55,786
Total liabilities		213,878			16,034						229,912
Shareholders’ equity:
Preferred stock – $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding
Common stock – $.01 par value; 100,000,000 shares authorized; 43,588,821 shares issued and outstanding		436			—						436
Additional paid-in capital		15,268			—						15,268
Retained earnings		245,053			(9,667	)		(1)(2)(3)(7	)		235,386
Accumulated other comprehensive loss		(1,419	)		—						(1,419	)
Total shareholders’ equity		259,338			(9,667	)					249,671
Total liabilities and shareholders’ equity	$	473,216		$	6,367					$	479,583

The following tables present the effect of the aforementioned reclassifications and adjustments on our Consolidated Statements of Income for the fiscal years ended January 28, 2012 and January 29, 2011 and indicate the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	Year Ended January 28, 2012
	As Previously Reported		Reclassifications			Adjustments			Description of Adjustments			As Restated
Net sales	$	1,160,367	$	—		$	17,584			(4)(5	)	$	1,177,951
Cost of merchandise sold		863,003		—			(4,668	)		(1)(2)(5	)		858,335
Gross profit		297,364		—			22,252						319,616
Selling, general and administrative expenses		289,114		(11,273	)		9,343			(2)(3)(4)(7	)		287,184
Other income, net		24,007		(11,273	)		(12,734	)		(4	)		—
Operating income		32,257		—			175						32,432
Interest expense, net		286		—			—						286
Income before income taxes		31,971		—			175						32,146
Income tax expense		12,143		—			72			(1)(2)(3)(7	)		12,215
Net income	$	19,828	$	—		$	103					$	19,931
Net income per share:
Basic	$	0.44	$	—		$	0.01					$	0.45
Diluted	$	0.44	$	—		$	—					$	0.44

	Year Ended January 29, 2011
	As Previously Reported		Reclassifications			Adjustments			Description of Adjustments			As Restated
Net sales	$	1,181,510	$	—		$	19,571			(4)(5	)	$	1,201,081
Cost of merchandise sold		869,202		—			(787	)		(1)(2)(5	)		868,415
Gross profit		312,308		—			20,358						332,666
Selling, general and administrative expenses		288,208		(17,306	)		6,428			(2)(3)(4)(7	)		277,330
Other income, net		29,430		(17,306	)		(12,124	)		(4	)		—
Operating income		53,530		—			1,806						55,336
Interest expense, net		338		—			—						338
Income before income taxes		53,192		—			1,806						54,998
Income tax expense (benefit)		4,439		—			(6,127	)		(1)(2)(3)(7	)		(1,688	)
Net income	$	48,753	$	—		$	7,933					$	56,686
Net income per share:
Basic	$	1.10	$	—		$	0.18					$	1.28
Diluted	$	1.08	$	—		$	0.18					$	1.26

The following tables present the effect of the aforementioned adjustments on our Consolidated Statements of Comprehensive Income for the fiscal years ended January 28, 2012 and January 29, 2011 and indicate the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	Year Ended January 28, 2012
	As Previously Reported			Adjustments		Description of Adjustments			As Restated
Net income	$	19,828		$	103		(1)(2)(3)(7	)	$	19,931
Other comprehensive loss, net of tax:
Change in post-retirement benefit obligations		(1,875	)		—					(1,875	)
Comprehensive income	$	17,953		$	103				$	18,056

	Year Ended January 29, 2011
	As Previously Reported			Adjustments		Description of Adjustments			As Restated
Net income	$	48,753		$	7,933		(1)(2)(3)(7	)	$	56,686
Other comprehensive loss, net of tax:
Change in post-retirement benefit obligations		(122	)		—					(122	)
Comprehensive income	$	48,631		$	7,933				$	56,564

The following tables present the effect of the aforementioned adjustments on our Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2012 and January 29, 2011 and indicate the category of the adjustments by reference to the above descriptions of the errors for which we made corrections:

	Year Ended January 28, 2012
	As Previously Reported			Adjustments			Description of Adjustments			As Restated
Cash flows from operating activities:
Net income	$	19,828		$	103			(1)(2)(3)(7	)	$	19,931
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		18,937			(323	)		(2)(7	)		18,614
Share-based compensation		3,821			—						3,821
Store closing charges		793			—						793
Impairment of property and other assets		1,166			—						1,166
Loss on disposal of property and equipment		—			77			(7	)		77
Deferred income taxes		12,766			(519	)		(1)(2)(3)(7	)		12,247
Tax deficiency from equity issuances		(437	)		—						(437	)
Excess tax benefits from share-based compensation		(375	)		—						(375	)
Changes in assets and liabilities:
Inventories		11,520			(656	)		(1	)		10,864
Prepaid expenses and other current assets		(12,173	)		(813	)		(2)(6)(7	)		(12,986	)
Other assets		(3,796	)		281			(2)(7	)		(3,515	)
Accounts payable		10,518			—						10,518
Accrued expenses and other current liabilities		(4,857	)		1,339			(3)(6	)		(3,518	)
Other liabilities		1,857			5,527			(2)(6	)		7,384
Net cash provided by operating activities		59,568			5,016						64,584
Cash flows from investing activities:
Acquisition of property and equipment		(33,449	)		(4,563	)		(2)(7	)		(38,012	)
Net cash used in investing activities		(33,449	)		(4,563	)					(38,012	)
Cash flows from financing activities:
Capital lease payments		(3,362	)		—						(3,362	)
Excess tax benefits from share-based compensation		375			—						375
Proceeds from exercise of stock options and other		2,891			—						2,891
Repurchase of common stock		(12,141	)		—						(12,141	)
Net cash used in financing activities		(12,237	)		—						(12,237	)
Net increase in cash and cash equivalents		13,882			453			(7	)		14,335
Cash and cash equivalents at beginning of year		80,171			(453	)		(7	)		79,718
Cash and cash equivalents at end of year	$	94,053		$	—					$	94,053

	Year Ended January 29, 2011
	As Previously Reported			Adjustments			Description of Adjustments			As Restated
Cash flows from operating activities:
Net income	$	48,753		$	7,933			(1)(2)(3)(7	)	$	56,686
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,328			451			(2)(7	)		17,779
Share-based compensation		3,759			—						3,759
Store closing charges		3,128			—						3,128
Impairment of property and other assets		1,150			—						1,150
Loss on disposal of property and equipment		—			117			(7	)		117
Deferred income taxes		10,679			467			(1)(2)(3)(7	)		11,146
Change in valuation allowance for deferred tax assets		(16,686	)		(6,823	)		(1)(2)(3)(7	)		(23,509	)
Tax benefit from equity issuances		6,995			—						6,995
Excess tax benefits from share-based compensation		(6,937	)		—						(6,937	)
Changes in assets and liabilities:
Inventories		(14,170	)		707			(1	)		(13,463	)
Prepaid expenses and other current assets		(2,675	)		(616	)		(2)(6)(7	)		(3,291	)
Other assets		(1,743	)		276			(2)(6	)		(1,467	)
Accounts payable		15,227			—						15,227
Accrued expenses and other current liabilities		(12,373	)		31			(3)(6	)		(12,342	)
Other liabilities		(2,803	)		(3,082	)		(2)(6	)		(5,885	)
Net cash provided by operating activities		49,632			(539	)					49,093
Cash flows from investing activities:
Acquisition of property and equipment		(29,550	)		752			(2)(7	)		(28,798	)
Net cash used in investing activities		(29,550	)		752						(28,798	)
Cash flows from financing activities:
Cash dividends paid		(22,233	)		—						(22,233	)
Excess tax benefits from share-based compensation		6,937			—						6,937
Proceeds from exercise of stock options and other		1,512			—						1,512
Repurchase of common stock		(7,102	)		—						(7,102	)
Net cash used in financing activities		(20,886	)		—						(20,886	)
Net decrease in cash and cash equivalents		(804	)		213			(7	)		(591	)
Cash and cash equivalents at end of year		80,975			(666	)		(7	)		80,309
Cash and cash equivalents at end of year	$	80,171		$	(453	)					79,718

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Employee Benefit Plans (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012	Jan. 29, 2011
Summary of components of net periodic post-retirement benefit (income) cost
Service cost	$ 790	$ 655	$ 533
Interest cost	404	366	318
Amortization of (gain) loss	93		(29)
Gain due to settlement	(7,680)
Net periodic post-retirement benefit (income) cost	$ (6,393)	$ 1,021	$ 822

XML

Sales by Major Merchandise Category (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Jan. 28, 2012	Oct. 29, 2011	Jul. 30, 2011	Apr. 30, 2011	Feb. 02, 2013	Jan. 28, 2012		Jan. 29, 2011
Sales by major merchandise category
Net sales	$ 368,557	$ 273,729	$ 280,372	$ 309,708	$ 330,952	$ 263,232	$ 274,549	$ 309,218	$ 1,232,366	$ 1,177,951	[1]	$ 1,201,081	[1]
Ladies' apparel and accessories [Member]
Sales by major merchandise category
Net sales									746,616	731,451		746,886
Men's apparel and accessories [Member]
Sales by major merchandise category
Net sales									266,777	255,927		259,016
Home [Member]
Sales by major merchandise category
Net sales									150,347	135,122		137,706
Other [Member]
Sales by major merchandise category
Net sales									48,938	36,351		39,288
Owned department sales [Member]
Sales by major merchandise category
Net sales									1,212,678	1,158,851		1,182,896
Leased department commission [Member]
Sales by major merchandise category
Net sales									$ 19,688	$ 19,100		$ 18,185

[1] (1) As described in Note 2 to these Consolidated Financial Statements, we have restated the Consolidated Financial Statements.

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Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Feb. 02, 2013

Accrued Expenses and Other Current Liabilities [Abstract]

Major components of accrued expenses and other current liabilities

The major components of accrued expenses and other current liabilities are as follows:

	February 2, 2013		January 28, 2012
			(Restated)
Compensation and employee benefits	$	12,487	$	10,006
Unredeemed gift and merchandise return cards		9,163		11,277
Property taxes		11,357		11,845
Accrued vacation		6,553		6,443
Other		26,549		28,492
	$	66,109	$	68,063

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Restatement of Previously Issued Financial Statements (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 30, 2010
Summary of decrease to retained earnings of adjustments
Income tax effect of adjustments	$ (12)
Decrease to retained earnings	(17,703)
Inventory Markdowns [Member]
Summary of decrease to retained earnings of adjustments
Retained earnings, before adjustments of tax	(1,891)
Leasehold Improvement Costs [Member]
Summary of decrease to retained earnings of adjustments
Retained earnings, before adjustments of tax	(8,982)
Compensated Absences [Member]
Summary of decrease to retained earnings of adjustments
Retained earnings, before adjustments of tax	(6,737)
Other [Member]
Summary of decrease to retained earnings of adjustments
Retained earnings, before adjustments of tax	$ (81)

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Sales by Major Merchandise Category

12 Months Ended

Feb. 02, 2013

Sales by Major Merchandise Category [Abstract]

Sales by Major Merchandise Category

12. Sales by Major Merchandise Category

We are a single business segment. The following table summarizes retail sales by major merchandise category:

	2012		2011		2010
			(Restated)		(Restated)
Ladies’ apparel and accessories	$	746,616	$	731,451	$	746,886
Men’s apparel and accessories		266,777		255,927		259,016
Home		150,347		135,122		137,706
Other		48,938		36,351		39,288
Owned department sales		1,212,678		1,158,851		1,182,896
Leased department commissions		19,688		19,100		18,185
Net sales	$	1,232,366	$	1,177,951	$	1,201,081

See Note 2 for further information regarding the impact of correcting adjustments made to previously issued Financial Statements.