Bon Ton Stores (BONT) 10-Q 7 Dec 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Oct. 29, 2016	Nov. 28, 2016
Entity Registrant Name	BON TON STORES INC
Entity Central Index Key	878,079
Document Type	10-Q
Document Period End Date	Oct. 29, 2016
Amendment Flag	false
Current Fiscal Year End Date	--01-28
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Common Stock
Entity Common Stock, Shares Outstanding		18,638,368
Class A Common Stock
Entity Common Stock, Shares Outstanding		2,951,490

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 29, 2016	Jan. 30, 2016	Oct. 31, 2015
Current assets:
Cash and cash equivalents	$ 6,975	$ 6,879	$ 21,667
Merchandise inventories	945,902	711,699	994,482
Prepaid expenses and other current assets	79,013	97,254	82,647
Total current assets	1,031,890	815,832	1,098,796
Property, fixtures and equipment at cost, net of accumulated depreciation and amortization of $1,016,532, $951,138 and $951,786 at October 29, 2016, October 31, 2015 and January 30, 2016, respectively	606,382	635,334	643,511
Intangible assets, net of accumulated amortization of $66,533, $ 62,412 and $62,204 at October 29, 2016, October 31, 2015 and January 30, 2016, respectively	77,733	82,062	85,417
Other long-term assets	18,421	17,398	16,128
Total assets	1,734,426	1,550,626	1,843,852
Current liabilities:
Accounts payable	331,747	162,831	362,042
Accrued payroll and benefits	21,693	28,527	21,353
Accrued expenses	156,850	147,378	154,831
Current maturities of long-term debt	57,208		102,931
Current maturities of capital lease and financing obligations	5,806	5,394	5,262
Total current liabilities	573,304	344,130	646,419
Long-term debt, less current maturities	913,654	855,977	895,810
Capital lease and financing obligations, less current maturities	135,534	126,692	128,089
Other long-term liabilities	180,576	188,911	191,329
Total liabilities	1,803,068	1,515,710	1,861,647
Contingencies (Note 11)
Shareholders' (deficit) equity
Preferred Stock - authorized 5,000,000 shares at $0.01 par value; no shares issued
Treasury stock, at cost - 337,800 shares at October 29, 2016, October 31, 2015 and January 30, 2016	(1,387)	(1,387)	(1,387)
Additional paid-in capital	166,394	164,428	163,747
Accumulated other comprehensive loss	(73,515)	(76,122)	(77,573)
Accumulated deficit	(160,354)	(52,218)	(102,795)
Total shareholders'(deficit) equity	(68,642)	34,916	(17,795)
Total liabilities and shareholders'(deficit) equity	1,734,426	1,550,626	1,843,852
Common Stock
Shareholders' (deficit) equity
Common Stock	190	185	183
Total shareholders'(deficit) equity	190	185	183
Class A Common Stock
Shareholders' (deficit) equity
Common Stock	30	30	30
Total shareholders'(deficit) equity	$ 30	$ 30	$ 30

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Oct. 29, 2016	Jan. 30, 2016	Oct. 31, 2015
Property, fixtures and equipment at cost, accumulated depreciation and amortization (in dollars)	$ 1,016,532	$ 951,786	$ 951,138
Intangible assets, accumulated amortization (in dollars)	$ 66,533	$ 62,204	$ 62,412
Preferred Stock, authorized shares	5,000,000	5,000,000	5,000,000
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred Stock, shares issued	0	0	0
Treasury stock, shares	337,800	337,800	337,800
Common Stock
Common Stock, authorized shares	40,000,000	40,000,000	40,000,000
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common Stock, issued shares	18,976,168	18,532,577	18,343,527
Class A Common Stock
Common Stock, authorized shares	20,000,000	20,000,000	20,000,000
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common Stock, issued shares	2,951,490	2,951,490	2,951,490
Common Stock, outstanding shares	2,951,490	2,951,490	2,951,490

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015	Oct. 29, 2016	Oct. 31, 2015
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 589,942	$ 623,400	$ 1,723,309	$ 1,789,769
Other income	17,333	17,497	51,001	49,369
Total	607,275	640,897	1,774,310	1,839,138
Costs and expenses:
Costs of merchandise sold	382,892	415,025	1,118,078	1,170,318
Selling, general and administrative	213,816	220,183	641,873	654,055
Gain on insurance recovery				(748)
Depreciation and amortization	22,304	22,786	70,497	69,012
Amortization of lease-related interests	1,007	1,045	3,022	3,207
Impairment charges	137	203	315	425
Loss from operations	(12,881)	(18,345)	(59,475)	(57,131)
Interest expense, net	18,183	15,846	48,431	46,232
Loss on extinguishment of debt	676		676	4,862
Loss before income taxes	(31,740)	(34,191)	(108,582)	(108,225)
Income tax benefit	(158)	(199)	(446)	(596)
Net (loss) income	$ (31,582)	$ (33,992)	$ (108,136)	$ (107,629)
Basic:
Net loss (in dollars per share)	$ (1.58)	$ (1.72)	$ (5.44)	$ (5.47)
Diluted:
Net loss (in dollars per share)	$ (1.58)	$ (1.72)	$ (5.44)	$ (5.47)

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015	Oct. 29, 2016	Oct. 31, 2015
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (31,582)	$ (33,992)	$ (108,136)	$ (107,629)
Other comprehensive income, net of tax:
Pension and postretirement benefit plans	873	944	2,607	2,832
Comprehensive (loss) income	$ (30,709)	$ (33,048)	$ (105,529)	$ (104,797)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015
Cash flows from operating activities:
Net loss	$ (108,136)	$ (107,629)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	70,497	69,012
Amortization of lease-related interests	3,022	3,207
Impairment charges	315	425
Share-based compensation expense	2,162	2,338
Loss (gain) on sale of property, fixtures and equipment	197	(2,457)
Reclassifications of accumulated other comprehensive loss	4,391	4,774
Loss on extinguishment of debt	676	4,862
Amortization of deferred financing costs and debt discount	3,200	2,227
Deferred income tax benefit	(446)	(596)
Changes in operating assets and liabilities:
Increase in merchandise inventories	(234,203)	(259,525)
Decrease in prepaid expenses and other current assets	18,241	9,399
Decrease in other long-term assets	1,684	290
Increase in accounts payable	161,402	151,915
Increase (decrease) in accrued payroll and benefits and accrued expenses	5,420	(6,976)
Decrease in other long-term liabilities	(9,394)	(12,005)
Net cash used in operating activities	(80,972)	(140,739)
Cash flows from investing activities:
Capital expenditures	(43,933)	(70,473)
Proceeds from insurance claim		1,510
Proceeds from sale of property, fixtures and equipment	8	85,268
Net cash (used in) provided by investing activities	(43,925)	16,305
Cash flows from financing activities:
Payments on long-term debt and capital lease and financing obligations	(396,347)	(485,015)
Proceeds from issuance of long-term debt and financing obligations	519,466	624,313
Cash dividends paid		(3,014)
Restricted shares forfeited in lieu of payroll taxes	(191)	(399)
Proceeds from stock options exercised		454
Deferred financing costs paid	(5,563)	(314)
Increase in book overdraft balances	7,628	1,323
Net cash provided by financing activities	124,993	137,348
Net increase in cash and cash equivalents	96	12,914
Cash and cash equivalents at beginning of period	6,879	8,753
Cash and cash equivalents at end of period	$ 6,975	$ 21,667

CONSOLIDATED STATEMENTS OF SHAR

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands	Common Stock	Class A Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	(Accumulated Deficit) Retained Earnings	Total
BALANCE AT THE BEGINNING OF PERIOD at Jan. 31, 2015	$ 178	$ 30	$ (1,387)	$ 161,359	$ (80,405)	$ 7,873	$ 87,648
Increase (Decrease) in Shareholders' (Deficit) Equity
Net loss						(107,629)	(107,629)
Other comprehensive income					2,832		2,832
Dividends to shareholders, $0.15 per share						(3,039)	(3,039)
Restricted shares forfeited in lieu of payroll taxes	(1)			(398)			(399)
Proceeds from stock options exercised	1			453			454
Share-based compensation expense	5			2,333			2,338
BALANCE AT THE END OF PERIOD at Oct. 31, 2015	183	30	(1,387)	163,747	(77,573)	(102,795)	(17,795)
BALANCE AT THE BEGINNING OF PERIOD at Jan. 30, 2016	185	30	(1,387)	164,428	(76,122)	(52,218)	34,916
Increase (Decrease) in Shareholders' (Deficit) Equity
Net loss						(108,136)	(108,136)
Other comprehensive income					2,607		2,607
Restricted shares forfeited in lieu of payroll taxes	(1)			(190)			(191)
Share-based compensation expense	6			2,156			2,162
BALANCE AT THE END OF PERIOD at Oct. 29, 2016	$ 190	$ 30	$ (1,387)	$ 166,394	$ (73,515)	$ (160,354)	$ (68,642)

CONSOLIDATED STATEMENTS OF SHA8

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical)	9 Months Ended
	Oct. 31, 2015$ / shares
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY
Dividends to shareholders (in dollars per share)	$ 0.15

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
	Oct. 29, 2016
BASIS OF PRESENTATION
BASIS OF PRESENTATION	1. BASIS OF PRESENTATION The Bon-Ton Stores, Inc., a Pennsylvania corporation, was incorporated on January 31, 1996 as the successor of a company incorporated on January 31, 1929. As of October 29, 2016, The Bon-Ton Stores, Inc. operated, through its subsidiaries, 267 stores, including nine furniture galleries and five clearance centers, in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner’s, Boston Store, Carson’s, Elder-Beerman, Herberger’s and Younkers nameplates. The accompanying unaudited consolidated financial statements include the accounts of The Bon-Ton Stores, Inc. (the “Parent”) and its subsidiaries (collectively, the “Company”). All intercompany transactions have been eliminated in consolidation. The unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all information and footnotes required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation of interim periods have been included. The Company’s business is seasonal in nature and results of operations for the interim periods presented are not necessarily indicative of results for the full fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016. For purposes of the following discussion, references to the “third quarter of 2016” and the “third quarter of 2015” are to the 13 weeks ended October 29, 2016 and October 31, 2015, respectively. References to “fiscal 2016” are to the 52 weeks ending January 28, 2017; references to “fiscal 2015” are to the 52 weeks ended January 30, 2016. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include those related to merchandise returns, the valuation of inventories, long-lived assets, intangible assets, insurance reserves, contingencies, litigation and assumptions used in the calculation of income taxes and retirement and other post-employment benefits, among others. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Reclassifications As a result of adopting Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”) as of January 30, 2016, the Company reclassified the October 31, 2015 consolidated balance sheet resulting in a reduction of $14,546 in long-term deferred income tax assets, a reduction in current deferred income tax liabilities of $24,589 and an increase in other long-term liabilities of $10,043. Recently Adopted Accounting Standards Effective January 31, 2016, the Company adopted ASU No. 2015-03, Interest-Imputation of Interest (“ASU 2015-03”) and ASU No. 2015-15 (an amendment to ASU 2015-03) and retrospectively applied their provisions. The new standards require that debt issuance costs related to a recognized debt liability, other than those relating to line-of-credit arrangements, be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. As a result of adopting this guidance, as of October 31, 2015 and January 30, 2016, the Company reclassified $6,903 and $6,580, respectively, of the unamortized debt issuance costs for all debt instruments except the senior secured credit facility from other long-term assets to long-term debt and current maturities of long-term debt on the consolidated balance sheets. Effective January 31, 2016, the Company adopted ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software, and prospectively applied its provisions. The new standard provides guidance on the accounting for fees paid by a customer in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer is required to account for the software license consistent with the acquisition of other software licenses. Conversely, if the arrangement does not include a software license, the customer should account for the arrangement as a service contract. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments . The new standard provides guidance on eight targeted areas and how they are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017. The Company is currently reviewing the guidance and assessing the potential impact on its consolidated financial statements.

PER-SHARE AMOUNTS

PER-SHARE AMOUNTS	9 Months Ended
	Oct. 29, 2016
PER-SHARE AMOUNTS
PER-SHARE AMOUNTS	2. PER-SHARE AMOUNTS The following table presents a reconciliation of net loss and weighted average shares outstanding used in basic and diluted earnings (loss) per share (“EPS”) calculations for each period presented: THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 29, October 31, October 29, October 31, 2016 2015 2016 2015 Basic Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) $ ) $ ) Weighted average common shares outstanding Basic loss per common share $ ) $ ) $ ) $ ) Diluted Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) $ ) $ ) Weighted average common shares outstanding Common shares issuable - stock options — — — — Weighted average common shares outstanding assuming dilution Diluted loss per common share $ ) $ ) $ ) $ ) Due to the Company’s net loss position, weighted average unvested restricted shares (participating securities) of 1,399,101 and 1,020,723 for the third quarter in each of 2016 and 2015, respectively, and 1,333,897 and 873,250 for the 39 weeks ended October 29, 2016 and October 31, 2015, respectively, were not considered in the calculation of net loss available to common shareholders used for both basic and diluted EPS. In addition, weighted average stock option shares (non-participating securities) totaling 0 and 41,001 for the third quarter of 2015 and the 39 weeks ended October 31, 2015, respectively, were excluded from the computation of diluted weighted average common shares outstanding, as their effect would have been antidilutive. Certain of these stock option shares were excluded solely due to the Company’s net loss position. Had the Company reported net income for the third quarter of 2015 and the 39 weeks ended October 31, 2015, these shares would have increased diluted weighted average common shares outstanding by 0 and 5,597, respectively. There were no stock options outstanding during the 39 weeks ended October 29, 2016.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Oct. 29, 2016
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	3. FAIR VALUE MEASUREMENTS Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a framework for measuring fair value. ASC 820 establishes fair value hierarchy levels that prioritize the inputs used in valuations determining fair value. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs are primarily quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs based on the Company’s own assumptions. The carrying values of the Company’s cash and cash equivalents, accounts payable and financial instruments reported within prepaid expenses and other current assets and other long-term assets approximate fair value. The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital lease and financing obligations and unamortized debt issuance costs, as of October 29, 2016 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital lease and financing obligations and unamortized debt issuance costs, as of October 31, 2015 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Mortgage facility — — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital lease and financing obligations and unamortized debt issuance costs, as of January 30, 2016 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The Level 3 fair value estimates are determined by a discounted cash flow analysis utilizing a discount rate the Company believes is appropriate and would be used by market participants. There was no change in the valuation technique used to determine the Level 3 fair value estimates.

SUPPLEMENTAL BALANCE SHEET INFO

SUPPLEMENTAL BALANCE SHEET INFORMATION	9 Months Ended
	Oct. 29, 2016
SUPPLEMENTAL BALANCE SHEET INFORMATION
SUPPLEMENTAL BALANCE SHEET INFORMATION	4. SUPPLEMENTAL BALANCE SHEET INFORMATION Prepaid expenses and other current assets were comprised of the following: October 29, October 31, January 30, 2016 2015 2016 Other receivables $ $ $ Prepaid expenses Total $ $ $

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Oct. 29, 2016
SUPPLEMENTAL CASH FLOW INFORMATION
SUPPLEMENTAL CASH FLOW INFORMATION	5. SUPPLEMENTAL CASH FLOW INFORMATION The following supplemental cash flow information is provided for the periods reported: THIRTY-NINE WEEKS ENDED October 29, October 31, 2016 2015 Cash paid for: Interest, net of amounts capitalized $ $ Income taxes, net of refunds received — ) Non-cash investing and financing activities: Property, fixtures and equipment included in accrued expenses $ $ Assets acquired under capital lease — Declared dividends to shareholders included in accrued expenses —

EXIT OR DISPOSAL ACTIVITIES

EXIT OR DISPOSAL ACTIVITIES	9 Months Ended
	Oct. 29, 2016
EXIT OR DISPOSAL ACTIVITIES
EXIT OR DISPOSAL ACTIVITIES	6. EXIT OR DISPOSAL ACTIVITIES The following table summarizes exit or disposal activities during the 39 weeks ended October 29, 2016 related to store closings in fiscal 2015 and 2016, the consolidation of eCommerce fulfillment activities in connection with the Company’s new eCommerce fulfillment center and the Company’s expense efficiency initiative: Termination Other Costs Total Accrued balance as of January 30, 2016 $ $ — $ Provisions Thirteen weeks ended April 30, 2016 Thirteen weeks ended July 30, 2016 — Thirteen weeks ended October 29, 2016 — Payments Thirteen weeks ended April 30, 2016 ) ) ) Thirteen weeks ended July 30, 2016 ) — ) Thirteen weeks ended October 29, 2016 ) — ) Accrued balance as of October 29, 2016 $ $ — $ The above provisions were included within selling, general and administrative expense.

EMPLOYEE DEFINED AND POSTRETIRE

EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS	9 Months Ended
	Oct. 29, 2016
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS	7. EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS The Company provides benefits to certain current and former associates who are eligible under a qualified defined benefit pension plan and various non-qualified supplemental pension plans (collectively, the “Pension Plans”). Net periodic benefit expense for the Pension Plans includes the following (income) and expense components: THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 29, October 31, October 29, October 31, 2016 2015 2016 2015 Interest cost $ $ $ $ Expected return on plan assets ) ) ) ) Recognition of net actuarial loss Net periodic benefit expense $ $ $ $ During the 39 weeks ended October 29, 2016, contributions of $477 were made to the Pension Plans. The Company anticipates contributing an additional $225 to fund the Pension Plans in fiscal 2016 for an annual total of $702. The Company also provides medical and life insurance benefits to certain former associates under a postretirement benefit plan (“Postretirement Benefit Plan”). Net periodic benefit income for the Postretirement Benefit Plan includes the following (income) and expense components: THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 29, October 31, October 29, October 31, 2016 2015 2016 2015 Interest cost $ $ $ $ Recognition of net actuarial gain ) ) ) ) Net periodic benefit income $ ) $ ) $ ) $ ) During the 39 weeks ended October 29, 2016, the Company contributed $144 to fund the Postretirement Benefit Plan, and anticipates contributing an additional $183 to fund the Postretirement Benefit Plan in fiscal 2016, for an annual total of $327.

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
	Oct. 29, 2016
LONG-TERM DEBT
LONG-TERM DEBT	8. LONG-TERM DEBT On August 15, 2016, The Bon-Ton Department Stores, Inc. and certain subsidiaries as borrowers and certain other subsidiaries as obligors entered into a Fourth Amendment (the “Fourth Amendment”) to the Second Amended and Restated Loan and Security Agreement (the “Second Amended Revolving Credit Facility”) which, among other changes, increased lender commitments under the A-1 Tranche of the Second Amended Revolving Credit Facility to $150,000 from the previous $100,000. This amendment brings total commitments under the Second Amended Revolving Credit Facility to $880,000 ($730,000 under Tranche A and $150,000 under Tranche A-1). Borrowings under the Second Amended Revolving Credit Facility bear interest at either (1) Adjusted LIBOR (equal to the London Interbank Offered Rate for an interest period selected by the borrowers) plus an applicable margin or (2) a base rate (based on the highest of (a) the Federal Funds Rate plus 0.5%, (b) the Bank of America prime rate, and (c) Adjusted LIBOR based on an interest period of one month plus 1.0%) plus the applicable margin. Following the Fourth Amendment, the applicable margins in respect of the Tranche A-1 facility are 9.5% for LIBOR loans and 8.5% for base rate loans; there is also a 1% LIBOR floor utilized when determining Adjusted LIBOR for that Tranche. The applicable margins in respect of the Tranche A facility continue to be based upon the excess availability under the Second Amended Revolving Credit Facility. A financial covenant contained in the Second Amended Revolving Credit Facility requires that the minimum excess availability be an amount greater than or equal to the greater of (1) 10% of the lesser of: (a) the aggregate commitments at such time and (b) the aggregate borrowing base at such time, and (2) $75,000. In addition, the Fourth Amendment requires that, if at any time on or after January 29, 2017 and for so long as excess availability under the Second Amended Revolving Credit Facility is less than 20% of the lesser of (a) the aggregate commitments at such time and (b) the aggregate borrowing base at such time, the fixed charge coverage ratio shall be at least 1.00 to 1.00. The proceeds of the loans under the Tranche A-1 facility were used to repay existing Tranche A-1 loans and a portion of Tranche A loans as well as to pay fees and expenses incurred in connection with the Fourth Amendment. The Company incurred a loss on extinguishment of debt of $676 due to the write-off of certain deferred financing fees.

FINANCING OBLIGATION

FINANCING OBLIGATION	9 Months Ended
	Oct. 29, 2016
FINANCING OBLIGATION
FINANCING OBLIGATION	9. FINANCING OBLIGATION The Company had extensive involvement in the construction of one of its leased store locations, including responsibility for construction cost over runs and non-standard tenant improvements. As a result of this involvement, the Company is deemed the “owner” for accounting purposes during the construction period, and so is required to capitalize the construction costs on its balance sheet. Upon completion of the project (in the third quarter of 2016), the Company performed a sale-leaseback analysis pursuant to ASC No. 840, Leases , to determine if it should remove the asset from its balance sheet. In this case, the Company was considered to have “continuing involvement,” which precluded the removal of the building asset from the balance sheet upon completion of construction. In conjunction with this lease, the Company also recorded a financing obligation equal to the $13,250 cash proceeds received from the landlord.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Oct. 29, 2016
INCOME TAXES
INCOME TAXES	10. INCOME TAXES The provisions codified within ASC Topic 740, Income Taxes (“ASC 740”), require companies to assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence using a “more likely than not” standard. In accordance with ASC 740, the Company maintained a full valuation allowance throughout fiscal 2015 and the 39 weeks ended October 29, 2016 on all of the Company’s net deferred tax assets. The Company’s deferred tax asset valuation allowance totaled $230,298, $206,338 and $186,582 as of October 29, 2016, October 31, 2015 and January 30, 2016, respectively. The Company recorded net income tax benefits of $158 and $446 for the 13 and 39 weeks ended October 29, 2016, respectively, which include $591 and $1,784 non-cash income tax benefits from continuing operations during the 13 and 39 weeks ended October 29, 2016, respectively. The Company recorded net income tax benefits of $199 and $596 for the 13 and 39 weeks ended October 31, 2015, respectively, which include $647 and $1,942 non-cash income tax benefits from continuing operations during the 13 and 39 weeks ended October 31, 2015, respectively. Pursuant to ASC 740, the Company is required to consider all items (including items recorded in other comprehensive income) in determining the amount of tax benefit that results from a loss from continuing operations and that should be allocated to continuing operations. As a result, the Company recorded tax benefits on the losses from continuing operations for the 13 and 39 weeks ended October 29, 2016 and October 31, 2015, respectively, which are exactly offset by income tax expense on other comprehensive income. The net income tax benefits include $433 and $1,338 recorded in the 13 and 39 weeks ended October 29, 2016, respectively, and $448 and $1,346 recorded in the 13 and 39 weeks ended October 31, 2015, respectively, for recognition of deferred tax liabilities associated with indefinite-lived assets.

CONTINGENCIES

CONTINGENCIES	9 Months Ended
	Oct. 29, 2016
CONTINGENCIES
CONTINGENCIES	11. CONTINGENCIES During the 13 weeks ended August 1, 2015, the Company recognized a gain on insurance recovery of $748 related to a fire at one of the Company’s stores, which is shown separately in the accompanying consolidated statements of operations. The Company is party to legal proceedings and claims that arise during the ordinary course of business. In the opinion of management, the ultimate outcome of any such litigation and claims will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

COMPREHENSIVE LOSS

COMPREHENSIVE LOSS	9 Months Ended
	Oct. 29, 2016
COMPREHENSIVE LOSS
COMPREHENSIVE LOSS	12. COMPREHENSIVE LOSS Accumulated other comprehensive loss is comprised of the net actuarial loss associated with the Pension Plans and Postretirement Benefit Plan. Other comprehensive income is comprised entirely of the amortization of the net actuarial loss (gain) associated with the Pension Plans and Postretirement Benefit Plan. The changes recognized within other comprehensive income reflect income tax expense of $591 and $647 for the third quarter in each of 2016 and 2015, respectively, and $1,784 and $1,942 for the 39 weeks ended in each of October 29, 2016 and October 31, 2015, respectively (see Note 10). The before-tax amount of amortization of net actuarial loss (gain) (see Note 7) was recorded within selling, general and administrative expense.

CONDENSED CONSOLIDATING FINANCI

CONDENSED CONSOLIDATING FINANCIAL INFORMATION	9 Months Ended
	Oct. 29, 2016
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	13. Certain debt obligations of the Company, which constitute debt obligations of The Bon-Ton Department Stores, Inc. (the “Issuer”), are guaranteed by the Parent and by each of its subsidiaries, other than the Issuer, that is an obligor under the Company’s Second Amended Revolving Credit Facility. Separate financial statements of the Parent, the Issuer and such subsidiary guarantors are not presented because the guarantees by the Parent and each 100% owned subsidiary guarantor are joint and several, full and unconditional, except for certain customary limitations which are applicable only to a subsidiary guarantor. These customary limitations include releases of a guarantee (1) if the subsidiary guarantor no longer guarantees other indebtedness of the Issuer; (2) if there is a sale or other disposition of the capital stock of a subsidiary guarantor and if such sale complies with the covenant regarding asset sales; and (3) if the subsidiary guarantor is properly designated as an “unrestricted subsidiary.” The condensed consolidating financial information for the Parent, the Issuer and the guarantor subsidiaries as of October 29, 2016 and October 31, 2015 and January 30, 2016 and for the third quarter in each of 2016 and 2015 and the 39 weeks ended October 29, 2016 and October 31, 2015 as presented below has been prepared from the books and records maintained by the Parent, the Issuer and the guarantor subsidiaries. The condensed financial information may not necessarily be indicative of the results of operations or financial position had the guarantor subsidiaries operated as independent entities. Certain intercompany revenues and expenses included in the subsidiary records are eliminated in consolidation. As a result of this activity, an amount due to/due from affiliates will exist at any time. On January 15, 2016, the Company and certain other subsidiaries as borrowers or obligors (collectively, the “Obligors”) entered into a Consent and Third Amendment to the Second Amended Revolving Credit Facility, which among other changes, provided for the joinders of the special purpose entities (“SPEs”) that had previously participated in the Company’s mortgage loan facility as Obligors under the Second Amended Revolving Credit Facility, and as “Restricted Subsidiaries” and guarantors under the indentures for both the 10.625% second lien senior secured notes due 2017 and the 8.00% second lien senior secured notes due 2021. The SPEs and their assets were then added to the second lien security agreement. For comparative purposes, the condensed consolidating financial information as presented below has been retrospectively adjusted as if the activity described above occurred at the beginning of each period presented. The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — ) Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet January 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) — Other long-term assets — ) Total assets $ $ $ $ ) $ Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — ) — — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirteen Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — ) Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirteen Weeks Ended October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — ) — — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirty-Nine Weeks Ended October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Gain on insurance recovery — — ) — ) Depreciation and amortization — ) Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — — ) — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirty-Nine Weeks Ended October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ $ — $ ) Cash flows from investing activities: Capital expenditures — ) ) — ) Proceeds from sale of property, fixtures and equipment — — — Net cash used in investing activities — ) ) — ) Cash flows from financing activities: Payments on long-term debt and capital lease and financing obligations — ) ) — ) Proceeds from issuance of long-term debt and financing obligations — — — Deferred financing costs paid — ) — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Increase in book overdraft balances — — — Net cash (used in) provided by financing activities ) ) — Net increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ $ ) $ ) Cash flows from investing activities: Capital expenditures — ) ) — ) Intercompany investing activity ) ) — — Proceeds from insurance claim — — — Proceeds from sale of property, fixtures and equipment — — Net cash (used in) provided by investing activities ) ) Cash flows from financing activities: Payments on long-term debt and capital lease and financing obligations — ) ) — ) Proceeds from issuance of long-term debt and financing obligations — — — Intercompany financing activity — ) ) — Deferred financing costs paid — ) — — ) Cash dividends paid ) — — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Proceeds from stock options exercised — — — Increase in book overdraft balances — — — Net cash (used in) provided by financing activities ) ) ) Net (decrease) increase in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $

SUBSEQUENT EVENT

SUBSEQUENT EVENT	9 Months Ended
	Oct. 29, 2016
SUBSEQUENT EVENT
SUBSEQUENT EVENT	14. On November 29, 2016, the Company redeemed all of its outstanding 10.625% Second Lien Senior Secured Notes due July 15, 2017, with borrowings under its Second Amended Revolving Credit Facility. These notes, which had a balance of $57,292, were redeemed at a redemption price of 100%, plus accrued and unpaid interest.

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	9 Months Ended
	Oct. 29, 2016
BASIS OF PRESENTATION
Reclassifications	Reclassifications As a result of adopting Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”) as of January 30, 2016, the Company reclassified the October 31, 2015 consolidated balance sheet resulting in a reduction of $14,546 in long-term deferred income tax assets, a reduction in current deferred income tax liabilities of $24,589 and an increase in other long-term liabilities of $10,043.
Recently Adopted & Issued Accounting Standards	Recently Adopted Accounting Standards Effective January 31, 2016, the Company adopted ASU No. 2015-03, Interest-Imputation of Interest (“ASU 2015-03”) and ASU No. 2015-15 (an amendment to ASU 2015-03) and retrospectively applied their provisions. The new standards require that debt issuance costs related to a recognized debt liability, other than those relating to line-of-credit arrangements, be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. As a result of adopting this guidance, as of October 31, 2015 and January 30, 2016, the Company reclassified $6,903 and $6,580, respectively, of the unamortized debt issuance costs for all debt instruments except the senior secured credit facility from other long-term assets to long-term debt and current maturities of long-term debt on the consolidated balance sheets. Effective January 31, 2016, the Company adopted ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software, and prospectively applied its provisions. The new standard provides guidance on the accounting for fees paid by a customer in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer is required to account for the software license consistent with the acquisition of other software licenses. Conversely, if the arrangement does not include a software license, the customer should account for the arrangement as a service contract. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments . The new standard provides guidance on eight targeted areas and how they are presented and classified in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017. The Company is currently reviewing the guidance and assessing the potential impact on its consolidated financial statements.

PER-SHARE AMOUNTS (Tables)

PER-SHARE AMOUNTS (Tables)	9 Months Ended
	Oct. 29, 2016
PER-SHARE AMOUNTS
Schedule of reconciliation of net loss and weighted average shares outstanding used in basic and diluted earnings (loss) per share ("EPS") calculations	THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 29, October 31, October 29, October 31, 2016 2015 2016 2015 Basic Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) $ ) $ ) Weighted average common shares outstanding Basic loss per common share $ ) $ ) $ ) $ ) Diluted Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) $ ) $ ) Weighted average common shares outstanding Common shares issuable - stock options — — — — Weighted average common shares outstanding assuming dilution Diluted loss per common share $ ) $ ) $ ) $ )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Oct. 29, 2016
FAIR VALUE MEASUREMENTS
Schedule of the carrying value and estimated fair value of the Company's long-term debt, including current maturities but excluding capital lease and financing obligations and unamortized debt issuance costs	The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital lease and financing obligations and unamortized debt issuance costs, as of October 29, 2016 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital lease and financing obligations and unamortized debt issuance costs, as of October 31, 2015 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Mortgage facility — — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital lease and financing obligations and unamortized debt issuance costs, as of January 30, 2016 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $

SUPPLEMENTAL BALANCE SHEET IN26

SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables)	9 Months Ended
	Oct. 29, 2016
SUPPLEMENTAL BALANCE SHEET INFORMATION
Schedule of prepaid expenses and other current assets	October 29, October 31, January 30, 2016 2015 2016 Other receivables $ $ $ Prepaid expenses Total $ $ $

SUPPLEMENTAL CASH FLOW INFORM27

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	9 Months Ended
	Oct. 29, 2016
SUPPLEMENTAL CASH FLOW INFORMATION
Schedule of supplemental cash flow information	THIRTY-NINE WEEKS ENDED October 29, October 31, 2016 2015 Cash paid for: Interest, net of amounts capitalized $ $ Income taxes, net of refunds received — ) Non-cash investing and financing activities: Property, fixtures and equipment included in accrued expenses $ $ Assets acquired under capital lease — Declared dividends to shareholders included in accrued expenses —

EXIT OR DISPOSAL ACTIVITIES (Ta

EXIT OR DISPOSAL ACTIVITIES (Tables)	9 Months Ended
	Oct. 29, 2016
EXIT OR DISPOSAL ACTIVITIES
Summary of exit or disposal activities	Termination Other Costs Total Accrued balance as of January 30, 2016 $ $ — $ Provisions Thirteen weeks ended April 30, 2016 Thirteen weeks ended July 30, 2016 — Thirteen weeks ended October 29, 2016 — Payments Thirteen weeks ended April 30, 2016 ) ) ) Thirteen weeks ended July 30, 2016 ) — ) Thirteen weeks ended October 29, 2016 ) — ) Accrued balance as of October 29, 2016 $ $ — $

EMPLOYEE DEFINED AND POSTRETI29

EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS (Tables)	9 Months Ended
	Oct. 29, 2016
Pension Plans
Pension and postretirement benefit plans
Schedule of components of net periodic benefit expense (income)	THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 29, October 31, October 29, October 31, 2016 2015 2016 2015 Interest cost $ $ $ $ Expected return on plan assets ) ) ) ) Recognition of net actuarial loss Net periodic benefit expense $ $ $ $
Postretirement Benefit Plan
Pension and postretirement benefit plans
Schedule of components of net periodic benefit expense (income)	THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 29, October 31, October 29, October 31, 2016 2015 2016 2015 Interest cost $ $ $ $ Recognition of net actuarial gain ) ) ) ) Net periodic benefit income $ ) $ ) $ ) $ )

CONDENSED CONSOLIDATING FINAN30

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)	9 Months Ended
	Oct. 29, 2016
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Schedule of Condensed Consolidating Balance Sheet	The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — ) Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet January 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) — Other long-term assets — ) Total assets $ $ $ $ ) $ Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ ) $
Schedule of Condensed Consolidating Statement Of Operations	The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — ) — — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — ) Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — ) — — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirty-Nine Weeks Ended October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Gain on insurance recovery — — ) — ) Depreciation and amortization — ) Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — — ) — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ )
Schedule of Condensed Consolidating Statement of Comprehensive (Loss) Income	The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirteen Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirteen Weeks Ended October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirty-Nine Weeks Ended October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ )
Schedule of Condensed Consolidating Statement of Cash Flows	The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ $ — $ ) Cash flows from investing activities: Capital expenditures — ) ) — ) Proceeds from sale of property, fixtures and equipment — — — Net cash used in investing activities — ) ) — ) Cash flows from financing activities: Payments on long-term debt and capital lease and financing obligations — ) ) — ) Proceeds from issuance of long-term debt and financing obligations — — — Deferred financing costs paid — ) — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Increase in book overdraft balances — — — Net cash (used in) provided by financing activities ) ) — Net increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended October 31, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ $ ) $ ) Cash flows from investing activities: Capital expenditures — ) ) — ) Intercompany investing activity ) ) — — Proceeds from insurance claim — — — Proceeds from sale of property, fixtures and equipment — — Net cash (used in) provided by investing activities ) ) Cash flows from financing activities: Payments on long-term debt and capital lease and financing obligations — ) ) — ) Proceeds from issuance of long-term debt and financing obligations — — — Intercompany financing activity — ) ) — Deferred financing costs paid — ) — — ) Cash dividends paid ) — — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Proceeds from stock options exercised — — — Increase in book overdraft balances — — — Net cash (used in) provided by financing activities ) ) ) Net (decrease) increase in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $

BASIS OF PRESENTATION (Details)

BASIS OF PRESENTATION (Details)	3 Months Ended		12 Months Ended
	Oct. 29, 2016storestateitem	Oct. 31, 2015	Jan. 28, 2017	Jan. 30, 2016
BASIS OF PRESENTATION
Number of stores | store	267
Number of furniture galleries	9
Number of clearance centers	5
Number of states in which the entity operates | state	26
Length of reporting period	91 days	91 days	364 days	364 days

BASIS OF PRESENTATION - Reclass

BASIS OF PRESENTATION - Reclassification and Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands	Oct. 29, 2016	Jan. 30, 2016	Oct. 31, 2015
Reclassifications
Increase in other long-term liabilities	$ 180,576	$ 188,911	$ 191,329
Accounting standards update 2015-17 | Adjustments for New Accounting Principle, Early Adoption
Reclassifications
Reduction in long-term deferred income tax assets			14,546
Reduction in current deferred income tax liabilities			24,589
Increase in other long-term liabilities			10,043
Accounting standards update 2015-03 | Retrospective reclassification
Reclassifications
Unamortized debt issuance costs		$ 6,580	$ 6,903

PER-SHARE AMOUNTS (Details)

PER-SHARE AMOUNTS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015	Oct. 29, 2016	Oct. 31, 2015
Basic Loss Per Common Share
Net loss	$ (31,582)	$ (33,992)	$ (108,136)	$ (107,629)
Net loss available to common shareholders	$ (31,582)	$ (33,992)	$ (108,136)	$ (107,629)
Weighted average common shares outstanding	19,993,316	19,742,212	19,887,654	19,674,082
Basic loss per common share (in dollars per share)	$ (1.58)	$ (1.72)	$ (5.44)	$ (5.47)
Diluted Loss Per Common Share
Net loss	$ (31,582)	$ (33,992)	$ (108,136)	$ (107,629)
Net loss available to common shareholders	$ (31,582)	$ (33,992)	$ (108,136)	$ (107,629)
Weighted average common shares outstanding	19,993,316	19,742,212	19,887,654	19,674,082
Weighted average common shares outstanding assuming dilution	19,993,316	19,742,212	19,887,654	19,674,082
Diluted loss per common share (in dollars per share)	$ (1.58)	$ (1.72)	$ (5.44)	$ (5.47)

PER-SHARE AMOUNTS - Antidilutiv

PER-SHARE AMOUNTS - Antidilutive securities (Details) - shares	3 Months Ended		9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015	Oct. 29, 2016	Oct. 31, 2015
Restricted shares
Antidilutive securities
Antidilutive securities excluded from calculation of earnings per share (in shares)	1,399,101	1,020,723	1,333,897	873,250
Stock option
Antidilutive securities
Antidilutive securities excluded from calculation of earnings per share (in shares)		0		41,001
Securities that would have increased the weighted average common shares outstanding if the entity had reported income during the period (in shares)		0		5,597
Stock options outstanding	0		0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Oct. 29, 2016	Jan. 30, 2016	Oct. 31, 2015
Carrying Value
Fair value measurements
Long-term debt	$ 979,423	$ 862,557	$ 1,005,644
Carrying Value | Second lien senior secured notes
Fair value measurements
Long-term debt	407,292	407,292	407,292
Carrying Value | Mortgage facility
Fair value measurements
Long-term debt			102,997
Carrying Value | Senior secured credit facility
Fair value measurements
Long-term debt	572,131	455,265	495,355
Estimated Fair Value
Fair value measurements
Long-term debt	809,458	623,849	853,603
Estimated Fair Value | Second lien senior secured notes
Fair value measurements
Long-term debt	237,327	168,584	254,802
Estimated Fair Value | Mortgage facility
Fair value measurements
Long-term debt			103,446
Estimated Fair Value | Senior secured credit facility
Fair value measurements
Long-term debt	572,131	455,265	495,355
Estimated Fair Value | Quoted Prices in Active Markets (Level 1)
Fair value measurements
Long-term debt	237,327	168,584	254,802
Estimated Fair Value | Quoted Prices in Active Markets (Level 1) | Second lien senior secured notes
Fair value measurements
Long-term debt	237,327	168,584	254,802
Estimated Fair Value | Significant Unobservable Inputs (Level 3)
Fair value measurements
Long-term debt	572,131	455,265	598,801
Estimated Fair Value | Significant Unobservable Inputs (Level 3) | Mortgage facility
Fair value measurements
Long-term debt			103,446
Estimated Fair Value | Significant Unobservable Inputs (Level 3) | Senior secured credit facility
Fair value measurements
Long-term debt	$ 572,131	$ 455,265	$ 495,355

SUPPLEMENTAL BALANCE SHEET IN36

SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands	Oct. 29, 2016	Jan. 30, 2016	Oct. 31, 2015
Prepaid expenses and other current assets
Other receivables	$ 37,335	$ 60,514	$ 37,375
Prepaid expenses	41,678	36,740	45,272
Total	$ 79,013	$ 97,254	$ 82,647

SUPPLEMENTAL CASH FLOW INFORM37

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015
Cash paid for:
Interest, net of amounts capitalized	$ 36,497	$ 38,528
Income taxes, net of refunds received		(53)
Non-cash investing and financing activities:
Property, fixtures and equipment included in accrued expenses	$ 2,547	4,021
Assets acquired under capital lease		88,229
Declared dividends to shareholders included in accrued expenses		$ 1,016

EXIT OR DISPOSAL ACTIVITIES (De

EXIT OR DISPOSAL ACTIVITIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Oct. 29, 2016	Jul. 30, 2016	Apr. 30, 2016
Changes in exit or disposal activities
Accrued beginning balance			$ 3,696
Provisions	$ 95	$ 1,873	462
Payments	(1,210)	(1,349)	(1,947)
Accrued ending balance	1,620
Termination Benefits
Changes in exit or disposal activities
Accrued beginning balance			3,696
Provisions	95	1,873	421
Payments	(1,210)	$ (1,349)	(1,906)
Accrued ending balance	$ 1,620
Other Costs
Changes in exit or disposal activities
Provisions			41
Payments			$ (41)

EMPLOYEE DEFINED AND POSTRETI39

EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015	Oct. 29, 2016	Oct. 31, 2015
Pension Plans
Pension and postretirement benefit plans
Interest cost	$ 1,786	$ 1,702	$ 5,355	$ 5,103
Expected return on plan assets	(2,100)	(2,410)	(6,300)	(7,229)
Recognition of net actuarial loss (gain)	1,571	1,698	4,714	5,094
Net periodic benefit expense (income)	1,257	990	3,769	2,968
Employer contributions to benefit plan
Contributions to benefit plan			477
Anticipated additional contributions in remainder of the fiscal year			225
Total anticipated contribution in fiscal year			702
Postretirement Benefit Plan
Pension and postretirement benefit plans
Interest cost	16	16	47	48
Recognition of net actuarial loss (gain)	(107)	(107)	(323)	(320)
Net periodic benefit expense (income)	$ (91)	$ (91)	(276)	$ (272)
Employer contributions to benefit plan
Contributions to benefit plan			144
Anticipated additional contributions in remainder of the fiscal year			183
Total anticipated contribution in fiscal year			$ 327

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) - USD ($) $ in Thousands	Aug. 15, 2016	Oct. 29, 2016	Oct. 29, 2016	Oct. 31, 2015	Aug. 14, 2016
Long-term debt
Loss on extinguishment of debt		$ 676	$ 676	$ 4,862
Second Amended Revolving Credit Facility
Long-term debt
Revolving commitments	$ 880,000
Calculation of minimum excess availability, percentage	10.00%
Calculation of minimum excess availability, threshold amount	$ 75,000
Second Amended Revolving Credit Facility | Federal Funds Rate
Long-term debt
Interest rate margin (as a percent)	0.50%
Second Amended Revolving Credit Facility | One month adjusted LIBOR
Long-term debt
Interest rate margin (as a percent)	1.00%
Second Amended Revolving Credit Facility | Tranche A-1
Long-term debt
Revolving commitments	$ 150,000				$ 100,000
Second Amended Revolving Credit Facility | Tranche A-1 | Adjusted LIBOR
Long-term debt
Interest rate margin (as a percent)	9.50%
LIBOR floor rate (as a percent)	1.00%
Second Amended Revolving Credit Facility | Tranche A-1 | Base Rate
Long-term debt
Interest rate margin (as a percent)	8.50%
Second Amended Revolving Credit Facility | Tranche A
Long-term debt
Revolving commitments	$ 730,000
On or after January 29, 2017 | Second Amended Revolving Credit Facility
Long-term debt
Calculation of minimum excess availability, percentage	20.00%
On or after January 29, 2017 | Second Amended Revolving Credit Facility | Minimum
Long-term debt
Fixed charge coverage ratio	1

FINANCING OBLIGATION (Details)

FINANCING OBLIGATION (Details) $ in Thousands	3 Months Ended
	Oct. 29, 2016USD ($)
Financing Obligation
Cash proceeds from landlord	$ 13,250

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015	Oct. 29, 2016	Oct. 31, 2015	Jan. 30, 2016
Income Taxes
Deferred tax asset valuation allowance	$ 230,298	$ 206,338	$ 230,298	$ 206,338	$ 186,582
Net income tax benefit	158	199	446	596
Non-cash income tax benefit from continuing operations	591	647	1,784	1,942
Recognition of deferred tax liabilities associated with indefinite-lived assets	$ 433	$ 448	$ 1,338	$ 1,346

CONTINGENCIES (Details)

CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Aug. 01, 2015	Oct. 31, 2015
Gain on insurance recovery		$ 748
Store fire, North Riverside, Illinois
Gain on insurance recovery	$ 748

COMPREHENSIVE LOSS (Details)

COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015	Oct. 29, 2016	Oct. 31, 2015
COMPREHENSIVE LOSS
Tax effect recorded on the changes recognized within other comprehensive income	$ 591	$ 647	$ 1,784	$ 1,942

CONDENSED CONSOLIDATING FINAN45

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Debt Obligations (Details) - Senior secured notes	Jan. 15, 2016
10.625% second lien senior secured notes due 2017
Debt
Interest rate (as a percent)	10.625%
8.00% second lien senior secured notes due 2021
Debt
Interest rate (as a percent)	8.00%

CONDENSED CONSOLIDATING FINAN46

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands	Oct. 29, 2016	Jan. 30, 2016	Oct. 31, 2015	Jan. 31, 2015
Current assets:
Cash and cash equivalents	$ 6,975	$ 6,879	$ 21,667	$ 8,753
Merchandise inventories	945,902	711,699	994,482
Prepaid expenses and other current assets	79,013	97,254	82,647
Total current assets	1,031,890	815,832	1,098,796
Property, fixtures and equipment at cost, net	606,382	635,334	643,511
Intangible assets, net	77,733	82,062	85,417
Other long-term assets	18,421	17,398	16,128
Total assets	1,734,426	1,550,626	1,843,852
Current liabilities:
Accounts payable	331,747	162,831	362,042
Accrued payroll and benefits	21,693	28,527	21,353
Accrued expenses	156,850	147,378	154,831
Current maturities of long-term debt and capital lease and financing obligations	63,014	5,394	108,193
Total current liabilities	573,304	344,130	646,419
Long-term debt and capital lease and financing obligations, less current maturities	1,049,188	982,669	1,023,899
Other long-term liabilities	180,576	188,911	191,329
Total liabilities	1,803,068	1,515,710	1,861,647
Total shareholders'(deficit) equity	(68,642)	34,916	(17,795)	87,648
Total liabilities and shareholders'(deficit) equity	1,734,426	1,550,626	1,843,852
Consolidating Eliminations
Current assets:
Prepaid expenses and other current assets	(180)	(180)	(468)
Total current assets	(180)	(180)	(468)
Property, fixtures and equipment at cost, net			(14,395)
Investment in and advances to affiliates	(757,787)	(855,767)	(758,459)
Other long-term assets	(3,177)	(3,311)	(3,385)
Total assets	(761,144)	(859,258)	(776,707)
Current liabilities:
Accrued expenses	(180)	(180)	(468)
Total current liabilities	(180)	(180)	(468)
Other long-term liabilities	(3,177)	(3,311)	(3,385)
Total liabilities	(3,357)	(3,491)	(3,853)
Total shareholders'(deficit) equity	(757,787)	(855,767)	(772,854)
Total liabilities and shareholders'(deficit) equity	(761,144)	(859,258)	(776,707)
Parent | Reportable Legal Entities
Current assets:
Cash and cash equivalents	1	1	1	1
Total current assets	1	1	1
Investment in and advances to affiliates	(68,643)	34,915	(17,796)
Total assets	(68,642)	34,916	(17,795)
Current liabilities:
Total shareholders'(deficit) equity	(68,642)	34,916	(17,795)
Total liabilities and shareholders'(deficit) equity	(68,642)	34,916	(17,795)
Issuer | Reportable Legal Entities
Current assets:
Cash and cash equivalents	4,009	2,822	3,047	4,209
Merchandise inventories	617,470	467,262	662,437
Prepaid expenses and other current assets	73,354	88,346	74,089
Total current assets	694,833	558,430	739,573
Property, fixtures and equipment at cost, net	295,459	319,736	328,016
Intangible assets, net	18,978	20,964	22,439
Investment in and advances to affiliates	507,422	437,894	449,013
Other long-term assets	20,615	19,846	18,662
Total assets	1,537,307	1,356,870	1,557,703
Current liabilities:
Accounts payable	331,747	162,831	362,042
Accrued payroll and benefits	17,564	23,154	17,123
Accrued expenses	83,748	70,386	85,705
Current maturities of long-term debt and capital lease and financing obligations	58,764	1,395	1,343
Total current liabilities	491,823	257,766	466,213
Long-term debt and capital lease and financing obligations, less current maturities	985,866	929,377	969,577
Other long-term liabilities	134,226	138,810	143,024
Total liabilities	1,611,915	1,325,953	1,578,814
Total shareholders'(deficit) equity	(74,608)	30,917	(21,111)
Total liabilities and shareholders'(deficit) equity	1,537,307	1,356,870	1,557,703
Guarantor Subsidiaries | Reportable Legal Entities
Current assets:
Cash and cash equivalents	2,965	4,056	18,619	$ 4,543
Merchandise inventories	328,432	244,437	332,045
Prepaid expenses and other current assets	5,839	9,088	9,026
Total current assets	337,236	257,581	359,690
Property, fixtures and equipment at cost, net	310,923	315,598	329,890
Intangible assets, net	58,755	61,098	62,978
Investment in and advances to affiliates	319,008	382,958	327,242
Other long-term assets	983	863	851
Total assets	1,026,905	1,018,098	1,080,651
Current liabilities:
Accrued payroll and benefits	4,129	5,373	4,230
Accrued expenses	73,282	77,172	69,594
Current maturities of long-term debt and capital lease and financing obligations	4,250	3,999	106,850
Total current liabilities	81,661	86,544	180,674
Long-term debt and capital lease and financing obligations, less current maturities	63,322	53,292	54,322
Other long-term liabilities	49,527	53,412	51,690
Total liabilities	194,510	193,248	286,686
Total shareholders'(deficit) equity	832,395	824,850	793,965
Total liabilities and shareholders'(deficit) equity	$ 1,026,905	$ 1,018,098	$ 1,080,651

CONDENSED CONSOLIDATING FINAN47

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015	Oct. 29, 2016	Oct. 31, 2015
Condensed Consolidating Statement of Operations
Net sales	$ 589,942	$ 623,400	$ 1,723,309	$ 1,789,769
Other income	17,333	17,497	51,001	49,369
Total	607,275	640,897	1,774,310	1,839,138
Costs and expenses:
Costs of merchandise sold	382,892	415,025	1,118,078	1,170,318
Selling, general and administrative	213,816	220,183	641,873	654,055
Gain on insurance recovery				(748)
Depreciation and amortization	22,304	22,786	70,497	69,012
Amortization of lease-related interests	1,007	1,045	3,022	3,207
Impairment charges	137	203	315	425
Loss from operations	(12,881)	(18,345)	(59,475)	(57,131)
Other income (expense):
Interest expense, net	(18,183)	(15,846)	(48,431)	(46,232)
Loss on extinguishment of debt	(676)		(676)	(4,862)
Loss before income taxes	(31,740)	(34,191)	(108,582)	(108,225)
Income tax (benefit) provision	(158)	(199)	(446)	(596)
Net (loss) income	(31,582)	(33,992)	(108,136)	(107,629)
Consolidating Eliminations
Costs and expenses:
Selling, general and administrative	(4,984)	(5,014)	(15,125)	(4,179)
Depreciation and amortization		(162)		(216)
Loss from operations	4,984	5,176	15,125	4,395
Other income (expense):
Intercompany income	(17,956)	(11,002)	(43,472)	(34,527)
Equity in (losses) earnings of subsidiaries	22,232	32,964	100,330	118,005
Interest expense, net	12,972	5,988	28,347	15,737
Loss before income taxes	22,232	33,126	100,330	103,610
Income tax (benefit) provision	(79)	(36)	(260)	(107)
Net (loss) income	22,311	33,162	100,590	103,717
Parent | Reportable Legal Entities
Other income (expense):
Equity in (losses) earnings of subsidiaries	(31,740)	(34,191)	(108,582)	(108,225)
Loss before income taxes	(31,740)	(34,191)	(108,582)	(108,225)
Income tax (benefit) provision	(158)	(199)	(446)	(596)
Net (loss) income	(31,582)	(33,992)	(108,136)	(107,629)
Issuer | Reportable Legal Entities
Condensed Consolidating Statement of Operations
Net sales	352,724	375,130	1,034,299	1,063,399
Other income	10,491	10,726	31,059	29,346
Total	363,215	385,856	1,065,358	1,092,745
Costs and expenses:
Costs of merchandise sold	230,776	252,888	675,298	698,924
Selling, general and administrative	130,023	136,430	392,228	403,537
Depreciation and amortization	12,628	12,523	39,827	36,706
Amortization of lease-related interests	467	478	1,403	1,467
Impairment charges	137	203	315	425
Loss from operations	(10,816)	(16,666)	(43,713)	(48,314)
Other income (expense):
Intercompany income	406	432	1,307	1,328
Equity in (losses) earnings of subsidiaries	9,508	1,227	8,252	(9,780)
Interest expense, net	(30,162)	(19,184)	(73,752)	(51,459)
Loss on extinguishment of debt	(676)		(676)
Loss before income taxes	(31,740)	(34,191)	(108,582)	(108,225)
Income tax (benefit) provision	(158)	(199)	(446)	(596)
Net (loss) income	(31,582)	(33,992)	(108,136)	(107,629)
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Operations
Net sales	237,218	248,270	689,010	726,370
Other income	6,842	6,771	19,942	20,023
Total	244,060	255,041	708,952	746,393
Costs and expenses:
Costs of merchandise sold	152,116	162,137	442,780	471,394
Selling, general and administrative	88,777	88,767	264,770	254,697
Gain on insurance recovery				(748)
Depreciation and amortization	9,676	10,425	30,670	32,522
Amortization of lease-related interests	540	567	1,619	1,740
Loss from operations	(7,049)	(6,855)	(30,887)	(13,212)
Other income (expense):
Intercompany income	17,550	10,570	42,165	33,199
Interest expense, net	(993)	(2,650)	(3,026)	(10,510)
Loss on extinguishment of debt				(4,862)
Loss before income taxes	9,508	1,065	8,252	4,615
Income tax (benefit) provision	237	235	706	703
Net (loss) income	$ 9,271	$ 830	$ 7,546	$ 3,912

CONDENSED CONSOLIDATING FINAN48

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015	Oct. 29, 2016	Oct. 31, 2015
Condensed Consolidating Statement of Comprehensive (Loss) Income
Net (loss) income	$ (31,582)	$ (33,992)	$ (108,136)	$ (107,629)
Other comprehensive income, net of tax:
Pension and postretirement benefit plans	873	944	2,607	2,832
Comprehensive (loss) income	(30,709)	(33,048)	(105,529)	(104,797)
Consolidating Eliminations
Condensed Consolidating Statement of Comprehensive (Loss) Income
Net (loss) income	22,311	33,162	100,590	103,717
Other comprehensive income, net of tax:
Pension and postretirement benefit plans	(873)	(944)	(2,607)	(2,832)
Comprehensive (loss) income	21,438	32,218	97,983	100,885
Parent | Reportable Legal Entities
Condensed Consolidating Statement of Comprehensive (Loss) Income
Net (loss) income	(31,582)	(33,992)	(108,136)	(107,629)
Other comprehensive income, net of tax:
Pension and postretirement benefit plans	873	944	2,607	2,832
Comprehensive (loss) income	(30,709)	(33,048)	(105,529)	(104,797)
Issuer | Reportable Legal Entities
Condensed Consolidating Statement of Comprehensive (Loss) Income
Net (loss) income	(31,582)	(33,992)	(108,136)	(107,629)
Other comprehensive income, net of tax:
Pension and postretirement benefit plans	873	944	2,607	2,832
Comprehensive (loss) income	(30,709)	(33,048)	(105,529)	(104,797)
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Comprehensive (Loss) Income
Net (loss) income	9,271	830	7,546	3,912
Other comprehensive income, net of tax:
Comprehensive (loss) income	$ 9,271	$ 830	$ 7,546	$ 3,912

CONDENSED CONSOLIDATING FINAN49

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 29, 2016	Oct. 31, 2015
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	$ (80,972)	$ (140,739)
Cash flows from investing activities:
Capital expenditures	(43,933)	(70,473)
Proceeds from insurance claim		1,510
Proceeds from sale of property, fixtures and equipment	8	85,268
Net cash (used in) provided by investing activities	(43,925)	16,305
Cash flows from financing activities:
Payments on long-term debt and capital lease and financing obligations	(396,347)	(485,015)
Proceeds from issuance of long-term debt and financing obligations	519,466	624,313
Deferred financing costs paid	(5,563)	(314)
Cash dividends paid		(3,014)
Restricted shares forfeited in lieu of payroll taxes	(191)	(399)
Proceeds from stock options exercised		454
Increase in book overdraft balances	7,628	1,323
Net cash provided by financing activities	124,993	137,348
Net increase in cash and cash equivalents	96	12,914
Cash and cash equivalents at beginning of period	6,879	8,753
Cash and cash equivalents at end of period	6,975	21,667
Consolidating Eliminations
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities		(7,760)
Cash flows from investing activities:
Intercompany investing activity		32,887
Net cash (used in) provided by investing activities		32,887
Cash flows from financing activities:
Intercompany financing activity		(25,127)
Net cash provided by financing activities		(25,127)
Parent | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	191	3,413
Cash flows from investing activities:
Intercompany investing activity		(454)
Net cash (used in) provided by investing activities		(454)
Cash flows from financing activities:
Cash dividends paid		(3,014)
Restricted shares forfeited in lieu of payroll taxes	(191)	(399)
Proceeds from stock options exercised		454
Net cash provided by financing activities	(191)	(2,959)
Cash and cash equivalents at beginning of period	1	1
Cash and cash equivalents at end of period	1	1
Issuer | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	(103,174)	(185,446)
Cash flows from investing activities:
Capital expenditures	(23,800)	(54,191)
Intercompany investing activity		(32,433)
Proceeds from sale of property, fixtures and equipment	8	17,546
Net cash (used in) provided by investing activities	(23,792)	(69,078)
Cash flows from financing activities:
Payments on long-term debt and capital lease and financing obligations	(393,378)	(368,946)
Proceeds from issuance of long-term debt and financing obligations	519,466	624,313
Intercompany financing activity		(3,014)
Deferred financing costs paid	(5,563)	(314)
Increase in book overdraft balances	7,628	1,323
Net cash provided by financing activities	128,153	253,362
Net increase in cash and cash equivalents	1,187	(1,162)
Cash and cash equivalents at beginning of period	2,822	4,209
Cash and cash equivalents at end of period	4,009	3,047
Guarantor Subsidiaries | Reportable Legal Entities
Condensed Consolidating Statement of Cash Flows
Net cash provided by (used in) operating activities	22,011	49,054
Cash flows from investing activities:
Capital expenditures	(20,133)	(16,282)
Proceeds from insurance claim		1,510
Proceeds from sale of property, fixtures and equipment		67,722
Net cash (used in) provided by investing activities	(20,133)	52,950
Cash flows from financing activities:
Payments on long-term debt and capital lease and financing obligations	(2,969)	(116,069)
Intercompany financing activity		28,141
Net cash provided by financing activities	(2,969)	(87,928)
Net increase in cash and cash equivalents	(1,091)	14,076
Cash and cash equivalents at beginning of period	4,056	4,543
Cash and cash equivalents at end of period	$ 2,965	$ 18,619

SUBSEQUENT EVENT (Details)

SUBSEQUENT EVENT (Details) - 10.625% Second lien senior secured notes - mature on July 15, 2017 - USD ($) $ in Thousands	Nov. 29, 2016	Oct. 29, 2016
Subsequent Event
Outstanding balance of senior notes	$ 57,292	$ 57,292
Subsequent Event
Subsequent Event
Interest rate (as a percent)	10.625%
Percentage of redemption price of debt	100.00%