"While we faced the ongoing headwind of a tough economy, our business began to show improvement in the second quarter, particularly as the period progressed. The increased marketing efforts we had planned for the second quarter were meaningfully launched in June which, when combined with the positive response we have had to our back to school merchandise, allowed us to significantly improve comp store sales trends when compared to our first quarter of 2009," said Michael Rayden, Tween Brands chairman and chief executive officer.

"We continue to make progress on the merger with Dress Barn, as well as our brand transition. At a time when the tween girl apparel market continues to contract, market research shows that we have actually begun to increase our market share. This demonstrates to us that our brand transition to Justice is effectively doing what we had anticipated as our value message is reaching consumers and they are acting on it. We plan to continue to reinforce this message so that we can accelerate our market share momentum," said Rayden.

Quarter Performance Analysis

Net sales for the second quarter of fiscal 2009 declined 8.1% to $205.1 million compared to the $223.1 million in 2008, driven predominantly by a 12% decline in comparable store sales. The decline is attributable to the ongoing macroeconomic pressures and the strong performance associated with Webkinz in 2008.

Gross income for the second quarter of fiscal 2009 totaled $54.3 million, or 26.5% of net sales. This compares to second quarter 2008 gross income of $61.8 million, or 27.7% of net sales. The year-over-year decline as a percentage of net sales was primarily attributable to the inability to leverage the $2.3 million reduction in buying and occupancy expense, primarily because of the inclusion of a $3.5 million pretax store impairment charge.

The Company recognized a $3.5 million pretax impairment charge in the second quarter, reflecting an adjustment of store assets. The non-cash store asset impairment charge related to 31 stores offset an otherwise significant decline in buying and occupancy expenses during the period.

Store operating, general and administrative expenses, inclusive of merger-related expenses of $1.9 million, improved substantially to $64.6 million from $71.1 million in 2008. The majority of the improvement was associated with reductions in store payroll, home office headcount, and marketing expense. Although net sales declined by 8.1%, SG&A improved by 40 basis points as a percentage of net sales.

Net interest expense was $3.2 million for the second quarter of fiscal 2009 compared to $1.9 million in 2008. The increase was primarily due to higher interest rates in 2009 related to the Company's February 23, 2009 amended credit facility.

The Company recognized an income tax benefit of $10.7 million in the second quarter of fiscal 2009 due to the pretax loss of $13.5 million as compared to the $4.5 million income tax benefit recognized in conjunction with the pretax loss of $11.2 million in 2008. The amount of the second quarter tax benefit was driven by the distribution of income and losses across legal entities and among the taxing jurisdictions in which we operate, along with expenses related to the proposed merger which are non-deductible.

Capital Investment

Capital expenditures for the second quarter of fiscal 2009 and year-to-date were $2.4 million and $6.6 million, respectively. This compares to $19.2 million and $40.8 million, respectively, for the corresponding 2008 periods. Capital expenditures for fiscal 2009 net of cash tenant allowances received are expected to be approximately $10 million, inclusive of the $6.6 million incurred to date. This is primarily composed of store signage changes of approximately $4 million, and new planned store openings as well as remodels.

Balance Sheet

At August 1, 2009 the Company had total current assets of $247.8 million, including $71.5 million in cash and cash equivalents, and total current liabilities of $107.8 million. Long term debt was $163.3 million, inclusive of $14.3 million in current maturities of long term debt. The Company's current ratio was 2.3 and the debt-to-equity ratio was 0.94.

Controlled Inventories

Total inventories at the end of the second quarter of fiscal 2009 were down 18.5% per square foot at cost, compared to total inventories at the end of the second quarter of fiscal 2008. In-store inventories for the second quarter of fiscal 2009 were down 19.0% per square foot at cost as compared to the second quarter of 2008.

Stores

Tween Brands ended the quarter with 903 stores. During the second quarter 2009, the Company closed 7 stores and 11 stores have been closed year-to-date.

SEC Regulation G

Results include non-cash store impairment charges related to 31 stores of $3.5 million and merger expenses of $1.9 million. Excluding the store impairment charge of $3.5 million, or $0.04 of net income per diluted share, and merger expenses of $1.9 million, or $0.01 of net income per diluted share, the ongoing loss for the quarter totaled $4.0 million or $0.16 per diluted share.

Reconciliation of second quarter net loss for the quarter and loss per diluted share on a GAAP basis to net loss for the quarter and loss per share on a non-GAAP basis:

                                                                                                                                                               Loss before income taxes   (Benefit)/expense from income taxes   Net (Loss)/Income   (Loss)/Income per share   Reported GAAP basis    ($13,455  )                ($10,653  )                           ($2,802  )          ($0.11  )                 Adjustments:                                                                                                                          Merger expenses        1,867                      2,052                                 (185     )          (0.01   )                 Store impairments      3,513                      4,506                                 ( 993    )          (0.04   )                                                                                                                                                       Non-GAAP basis         ($8,075   )                ($4,095   )                           ($3,980  )          ($0.16  )                                                                                                                                                        -------------------------------------------------------------------------------  

Net loss and loss per diluted share, excluding the amounts shown above are non-GAAP measures. Because management believes these expenses may not be indicative of ongoing operations, management believes that these non-GAAP measures are useful to investors as an alternative method for measuring the Company's operating performance and comparing it against prior period's performance.

Merger Update

On June 25, 2009, the Company announced that it had entered into a definitive agreement with Dress Barn, Inc. (NASDAQ: DBRN) pursuant to which a subsidiary of Dress Barn will merge with the Company in a stock-for-stock transaction. The transaction continues on track with an anticipated completion in the fourth quarter of calendar year 2009. On July 28, 2009, Dress Barn and the Company submitted notification and report forms under the Hart Scott Rodino Act with the FTC and the Antitrust Division of the U.S. Department of Justice. In addition, on August 11, 2009, Dress Barn filed a registration statement on Form S-4 with the Securities and Exchange Commission. The Form S-4 contains the Company's proxy statement. Once the Form S-4 is declared effective, the Company will distribute a definitive proxy statement to its stockholders in connection with the stockholder meeting to vote on a proposal to adopt the merger agreement.

Conference Call Information

The Company will host a conference call beginning at 9:00 a.m. EDT today to discuss this announcement and operating results for the second quarter ended August 1, 2009. The phone number for the live call is 877-407-8033 (international callers should use 201-689-8033). Reference the Tween Brands second quarter 2009 earnings conference call when dialing in to access the call. Interested participants should call a few minutes before the 9:00 a.m. start in order to be placed in the queue.

A telephonic replay of the call will be available through midnight, August 26, 2009 at 877-660-6853. The account #286 and ID #330118 are required for access to the replay.

Webcast

This call is also being webcast over the Internet by Thomson and is being distributed over their investor distribution network. Individual investors can listen to the webcast at http://www.earnings.com. Institutional investors can access the webcast at http://www.streetevents.com. The webcast will also be available at the Events Calendar page of Tween Brands' corporate Web site, http://www.tweenbrands.com.

About Tween Brands, Inc.

Headquartered in New Albany, Ohio, Tween Brands (NYSE:TWB) is the largest premier tween specialty retailer in the world. Through powerhouse brands Justice and Limited Too, Tween Brands provides the hottest fashion merchandise and accessories for tween (age 7-14) girls.

Known as the destination for fashion-aware tweens, Justice proudly features outgoing sales associates who assist girls in expressing their individuality and self-confidence through fashion. Visually-driven catazines and direct mail pieces reach millions of tween girls annually, further positioning Tween Brands as a preeminent retailer in the tween marketplace.

Over 900 Justice stores are located throughout the United States and internationally. Additionally, Tween Brands offers its fashions to tween girls and their parents through its e-commerce site, www.shopjustice.com.

In August 2008 Tween Brands announced plans to transition to a single brand taking the best of Limited Too and the best of Justice to create a fresh, new Justice. Select Justice stores now carry a Limited Too clothing line and these apparel items can also be found online at http://www.shopjustice.com/.

With a focus on providing tween girls the absolute best experience possible, Tween Brands looks toward the future with a single store brand, a single focus, and a mission: to celebrate tween girls through an extraordinary experience of fashion and fun in an everything for her destination.

For more information visit www.tweenbrands.com and www.shopjustice.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release contains various "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). Such statements can be identified by the use of the forward-looking words "anticipate," "estimate," "project," "target," "predict," "believe," "intend," "plan," "expect," "hope," "risk," "could," "pro forma," "potential," "prospect," "forecast," "outlook" or similar words. These statements discuss future expectations, contain projections regarding future developments, operations or financial conditions, or state other forward-looking information. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed.