UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 2, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-11980
ANNTAYLOR, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0297083
- ------------------------------ --------------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
142 West 57th Street, New York, NY 10019
- ----------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(212) 541-3300
---------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No_____ .
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practicable date.
Outstanding as of
Class November 29, 1996
------ -----------------
Common Stock, $1.00 par value 1
This registrant meets the conditions set forth in General
Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing
this form with the reduced disclosure format.
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<PAGE> 2
INDEX TO FORM 10-Q
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations
for the Quarters and Nine Months Ended
November 2, 1996 and October 28, 1995 3
Condensed Consolidated Balance Sheets at
November 2, 1996 and February 3, 1996 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended November 2, 1996 and
October 28, 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Operations 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
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<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ANNTAYLOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarters and Nine Months Ended November 2, 1996 and October 28,
1995
(unaudited)
Quarters Ended Nine Months Ended
--------------------- ------------------
Nov. 2, Oct. 28, Nov. 2, Oct. 28,
1996 1995 1996 1995
------- ------- ------- -------
(in thousands)
Net sales $212,670 $178,500 $584,999 $530,501
Cost of sales 115,580 98,362 324,008 304,586
------- ------- ------- -------
Gross profit 97,090 80,138 260,991 225,915
Selling, general and administrative
expenses 75,838 69,074 216,121 198,758
Employment contract separation
expense 3,500 --- 3,500 ---
Amortization of goodwill 2,578 2,377 7,331 7,130
------- ------- ------- -------
Operating income 15,174 8,687 34,039 20,027
Interest expense (including
distributions to ATSC
relating to the Preferred
Securities) 6,345 5,402 18,676 14,368
Other expense, net 898 374 474 200
------- ------- ------- -------
Income before income taxes 7,931 2,911 14,889 5,459
Income tax provision 4,669 2,225 9,188 5,091
------- ------- ------- -------
Net income $ 3,262 $ 686 $ 5,701 $ 368
======= ====== ======= =======
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 4
ANNTAYLOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
November 2, 1996 and February 3, 1996
November 2, February 3,
1996 1996
---------- ----------
(unaudited)
(in thousands)
ASSETS
Current assets
Cash $ 2,421 $ 1,283
Accounts receivable, net 70,521 70,395
Merchandise inventories 127,952 102,685
Prepaid expenses and other current assets 9,687 12,808
Prepaid tenancy 7,748 8,099
Deferred income taxes 4,400 3,400
------- -------
Total current assets 222,729 198,670
Property and equipment
Land and building 8,983 8,923
Leasehold improvements 78,426 73,677
Furniture and fixtures 114,722 99,548
Construction in progress 4,383 14,190
------ -------
206,514 196,338
Less accumulated depreciation and
amortization 59,850 42,443
------- -------
Net property and equipment 146,664 153,895
Goodwill, net of accumulated amortization
of $74,056 and $66,725, respectively 340,927 313,525
Deferred financing costs, net of
accumulated amortization of
$3,158 and $1,960, respectively 3,117 3,933
Other assets 3,785 8,686
------- -------
Total assets $717,222 $678,709
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable $ 39,394 $ 42,909
Accrued expenses 38,333 29,018
Current portion of long-term debt 281 40,266
------- -------
Total current liabilities 78,008 112,193
Long-term debt 163,979 232,192
Deferred income taxes 3,500 1,300
Other liabilities 8,120 7,336
Commitments and contingencies
Stockholder's equity
Common stock, $1.00 par value; 1,000
shares authorized;1 shares issued 1 1
Additional paid-in capital 443,793 311,567
Retained earnings 19,821 14,120
------- -------
Total stockholder's equity 463,615 325,688
------- -------
Total liabilities and stockholder's
equity $717,222 $678,709
======= =======
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 5
ANNTAYLOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended November 2, 1996 and October 28, 1995
(unaudited)
Nine Months Ended
-------------------
Nov. 2, Oct. 28,
1996 1995
------- -------
(in thousands)
Operating activities:
Net income $ 5,701 $ 368
Adjustments to reconcile net income to
net cash provided
by operating activities:
Employment contract separation expense 3,500 ---
Equity earnings in CAT (1,043) (1,064)
Provision for loss on accounts receivable 1,315 866
Depreciation and amortization 19,232 14,008
Amortization of goodwill 7,331 7,130
Amortization of deferred financing costs 1,198 624
Amortization of deferred compensation 25 78
Deferred income taxes 3,200 1,200
Loss on disposal of property and equipment 641 947
Change in assets and liabilities net of
effects from purchase of
ATGS:
(Increase) decrease in:
Receivables (1,441) (13,444)
Merchandise inventories (19,731) (27,261)
Prepaid expenses and other current assets 1,472 (6,621)
Increase (decrease) in:
Accounts payable (3,515) 25,372
Accrued expenses 5,576 (2,071)
Other non-current assets and
liabilities, net 208 1,331
------- -------
Net cash provided by operating activities 23,669 1,463
------- -------
Investing activities:
Purchases of property and equipment (9,795) (68,994)
Purchase of ATGS (356) ---
------- -------
Net cash used by investing activities (10,151) (68,994)
------- -------
Financing activities:
Net borrowings (repayments) under revolving
credit agreement (94,000) 39,000
Payments on mortgage (198) ---
Parent company contribution 96,200 388
Net (repayments) borrowings under receivables
facility (14,000) 4,000
Payments of financing costs (382) (1,643)
Increase in bank overdrafts --- 486
Proceeds from term loan --- 25,000
-------- -------
Net cash (used by) provided by
financing activities (12,380) 67,231
------- -------
Net increase (decrease) in cash 1,138 (300)
Cash, beginning of period 1,283 1,551
------ ------
Cash, end of period $ 2,421 $ 1,251
====== ======
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period for interest $14,998 $10,398
====== ======
Cash paid during the period for income taxes $ 4,803 $ 7,549
====== ======
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 6
ANNTAYLOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
---------------------
The condensed consolidated financial statements are unaudited
but, in the opinion of management, contain all adjustments (which
are of a normal recurring nature) necessary to present fairly the
financial position, results of operations and cash flows for the
periods presented. All significant intercompany accounts and
transactions have been eliminated.
The results of operations for the 1996 interim period shown in
this report are not necessarily indicative of results to be
expected for the fiscal year.
The February 3, 1996 condensed consolidated balance sheet
amounts have been derived from the previously audited
consolidated balance sheet of AnnTaylor, Inc. (the "Company" or
"Ann Taylor").
Certain fiscal 1995 amounts have been reclassified to conform
to the 1996 presentation.
The financial information set forth herein should be read in
conjunction with the Notes to the Company's Consolidated
Financial Statements contained in the Ann Taylor 1995 Annual
Report on Form 10-K.
2. Long-Term Debt
--------------
The following summarizes long-term debt outstanding at
November 2, 1996.
(in thousands)
Revolving Credit Facility $ 7,000
Term Loan 24,500
8-1/2% Notes 100,000
Receivables Facility 26,000
Mortgage 6,760
-------
Total debt 164,260
Less current portion 281
-------
Total long-term debt $163,979
=======
In November 1996, the maturity date of the AnnTaylor Funding,
Inc. receivables financing facility was extended from January 27,
1997 to May 4, 1998. All other aspects of this financing
agreement remain the same.
====================================================================
<PAGE> 7
In connection with the CAT/Cygne Transaction discussed in Note
3, the HongKong and Shanghai Banking Corporation allowed
AnnTaylor Global Sourcing, Inc. ("ATGS", formerly known as CAT US
Inc. ("CAT") and now a wholly owned subsidiary of Ann Taylor), to
continue CAT's $40,000,000 credit facility. The maximum amount
that may be borrowed under this credit facility is $8,000,000;
the balance of $32,000,000 can only be used for letters of
credit. Such credit facility matures on July 29, 1997 and
contains financial and other covenants. As of November 2, 1996,
there was no balance outstanding under ATGS's credit agreement.
On April 25, 1996, AnnTaylor Stores Corporation ("ATSC")
completed the sale (the "Initial Sale"), in a private placement,
of $87,500,000 8-1/2% Convertible Trust Originated Preferred
Securities ("Preferred Securities") issued by its financing
vehicle, AnnTaylor Finance Trust, a Delaware business trust (the
"Trust"). On May 17, 1996, the Trust, a wholly-owned subsidiary
of ATSC, issued an additional $13,125,000 of Preferred Securities
pursuant to the exercise of an over-allotment option (the "Over-
allotment Sale") granted to the placement agents in connection
with the Initial Sale. The Preferred Securities have a
liquidation preference of $50 per security ($100,625,000 in the
aggregate) and are convertible at the option of the holders
thereof into ATSC's common stock at a conversion rate of 2.545
shares of common stock for each Preferred Security (equivalent to
$19.65 per share of common stock, which represented a 20% premium
to the $16.375 closing price of the common stock on the New York
Stock Exchange at the date of the execution of the purchase
agreement relating to the sale of the Preferred Securities). The
sole assets of the Trust are $103,700,000 of 8-1/2% Convertible
Subordinated Debentures of ATSC maturing on April 15, 2016. A
total of 2,012,500 Preferred Securities were issued, and are
convertible into an aggregate of 5,121,812 shares of ATSC common
stock.
Subject to certain distribution deferral provisions,
distributions on the Preferred Securities are payable quarterly
in arrears on each January 15, April 15, July 15 and October 15,
commencing July 15, 1996. Payment of distributions on the
Preferred Securities by the Trust is dependent upon receipt of
payment of interest by ATSC on its 8-1/2% Convertible Subordinated
Debentures held by the Trust. ATSC's ability to make such
interest payments is dependent upon its receipt of dividends or
other distributions from Ann Taylor. The payment of dividends
and distributions from Ann Taylor to ATSC is subject to certain
restrictions contained in the Bank Credit Agreement and the
Indenture relating to the 8-3/4% Notes. Provided that Ann Taylor
is not then in default under the Bank Credit Agreement at the
time of any such distribution, the lenders under the Bank Credit
Agreement have consented to quarterly distributions by Ann Taylor
to ATSC equal to the amount of interest due on the Convertible
Subordinated Debentures. These distributions are included in the
condensed consolidated statements of operations as interest
expense.
==================================================================
<PAGE> 8
3. CAT/Cygne Transaction
---------------------
In Fiscal 1995, the Company purchased approximately 16% of its
merchandise directly from Cygne Designs, Inc. ("Cygne") and an
additional 38% of its merchandise through the Company's direct
sourcing joint venture with Cygne known as CAT. On September 20,
1996 (the "Effective Date"), pursuant to the Stock and Asset
Purchase Agreement dated as of June 7, 1996, by and among ATSC,
Ann Taylor, Cygne and Cygne Group F.E. Limited (as amended, the
"Purchase Agreement"), Ann Taylor acquired the entire interest of
Cygne in CAT and certain of the assets (the "Assets") of the Ann
Taylor Woven Division of Cygne (the "Division") that were used
for sourcing merchandise for Ann Taylor (the "CAT/Cygne
Transaction"). As a result of the CAT/Cygne Transaction, CAT
became an indirect wholly owned subsidiary of the Company and
will perform all of Ann Taylor's direct sourcing functions,
including those previously provided by the Division, under the
name Ann Taylor Global Sourcing. For financial reporting
purposes, the transaction has been accounted for as of the
Effective Date under the purchase method of accounting in
accordance with Accounting Principles Board Opinion No. 16,
Accounting for Business Combinations.
Pursuant to the Purchase Agreement, at the closing ATSC and
Ann Taylor delivered to Cygne, as the purchase price for Cygne's
interest in CAT and the Assets (i) 2,348,145 shares of common
stock of ATSC having an aggregate value, as of the Effective
Date, of $36,000,000, (ii) $3,200,000 in cash as payment for
inventory and fixed assets and (iii) approximately $6,500,000 in
cash in settlement of open accounts payable by Ann Taylor to
Cygne for merchandise delivered by Cygne prior to the closing.
The Company also assumed certain liabilities related to the
operations of the Division. The purchase price is subject to
post-closing adjustments based upon final determination of the
value of certain of the assets purchased and liabilities assumed.
As of November 2, 1996, certain post-closing adjustments are
expected to reduce the net cash paid to approximately $400,000.
The total purchase price to the Company of the CAT/Cygne
Transaction has been allocated to the tangible and intangible
assets and liabilities of CAT and the Division that were
acquired, based on preliminary estimates of their respective fair
values. Accordingly, the allocation of the purchase price
reflected in the accompanying Condensed Consolidated Balance
Sheets may be adjusted upon final determination of the purchase
price adjustments. Management does not believe the subsequent
changes, if any, will be significant. The excess of the purchase
price over the fair value of the net assets acquired was recorded
as goodwill and is being amortized on a straight-line basis over
25 years.
In connection with the CAT/Cygne Transaction, Ann Taylor
entered into two three-year consulting agreements with Cygne for
==================================================================
<PAGE> 8
the services of Mr. Bernard Manuel, Chairman and Chief Executive
Officer of Cygne, and Mr. Irving Benson, President of Cygne. In
November 1996, Mr. Benson resigned from his employment with Cygne
and, in accordance with the terms of the consulting agreement
relating to Mr. Benson's services, Cygne's obligations and rights
under the consulting agreement were automatically assigned to Mr.
Benson. In addition, Mr. Dwight Meyer, formerly president of
CAT, has entered into a three-year employment agreement with Ann
Taylor pursuant to which he will serve as Executive Vice
President - Sourcing of Ann Taylor and Ann Taylor Global
Sourcing.
4. Supplementary Data
-------------------
The following unaudited pro forma condensed consolidated data
for the nine months ended November 2, 1996 and October 28, 1995
have been presented to reflect the CAT/Cygne Transaction as if it
had occurred at the beginning of each such period:
Nine Months Ended Nine Months Ended
------------------- -------------------
November 2, 1996 October 28,1995
------------------- -------------------
Actual Pro Forma Actual Pro Forma
-------- -------- -------- ---------
(in thousands)
Net sales $584,999 $584,999 $530,501 $530,501
Net income $ 5,701 $ 8,629 $ 368 $ 3,178
The pro forma data set forth above does not purport to be
indicative of the results that actually would have occurred if
the CAT/Cygne Transaction had occurred at the beginning of the
periods presented or of results which may occur in the future.
5. Supplemental Schedule of Noncash Investing and Financing Activities:
--------------------------------------------------------------------
A summary of the noncash activity which occurred in
conjunction with the CAT/Cygne Transaction is as follows:
(in thousands)
Fair value of assets acquired $ 8,333
Excess of purchase price over the fair value of
net assets acquired 34,734
Ann Taylor's previous investment in CAT (6,711)
Issuance of ATSC common stock (36,000)
-------
Cash paid $ 356
=======
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<PAGE> 10
Item 2. Management's Discussion and Analysis of Operations
---------------------------------------------------
Results of Operations
Nine Months Ended
-----------------------
November 2, October 28,
1996 1995
----------- -----------
Number of Stores:
Open at beginning of period 306 262
Opened during period 9 43
Expanded during period* 7 29
Closed during period 6 2
Open at end of period 309 303
Type of Stores Open at End of Period:
AnnTaylor Stores 260 256
AnnTaylor Factory Stores 23 23
AnnTaylor Loft stores 17 15
AnnTaylor Studio stores 9 9
- ---------------
* Expanded stores are excluded from comparable store sales for
the first year following expansion.
Nine Months Ended November 2, 1996 Compared to Nine Months Ended
- ----------------------------------------------------------------
October 28, 1995
- ----------------
The Company's net sales in the first nine months of 1996
increased to $584,999,000 from $530,501,000 in the first nine
months of 1995, an increase of $54,498,000 or 10.3%. The
increase in net sales was primarily attributable to the fourteen
new stores opened and the eight existing stores expanded since
the end of the third quarter of 1995, partially offset by the
closing of eight stores since the end of the third quarter of
1995 and by a 0.5% decrease in comparable store sales in the
first nine months of 1996. Management believes that the decrease
in comparable store sales was due primarily to the Company's
lower inventory position during the period; during the first nine
months of 1996, inventories were on average approximately 15%
lower on a per square foot basis compared to the same period of
the prior fiscal year. This inventory comparison excludes raw
materials, work-in-progress and finished goods acquired September
1996 in connection with the Company's acquisition of CAT and the
Assets of the Division.
Gross profit as a percentage of net sales increased to 44.6%
in the first nine months of 1996 from 42.6% in the first nine
months of 1995. This increase was attributable to decreased cost
of goods sold as a percentage of net sales, primarily resulting
from lower markdowns.
=================================================================
<PAGE> 11
Selling, general and administrative expenses were
$216,121,000, or 36.9% of net sales in the first nine months of
1996, compared to $198,758,000, or 37.5% of net sales in the
first nine months of 1995. The increase in expense was primarily
attributable to increased retail square footage, which at the end
of the nine-month period was 5.8% higher than at the end of the
same nine-month period in 1995. The operating expense rate as a
percentage of sales decreased primarily as a result of increased
leverage on fixed expenses and the suspension of the Company's
mail order catalog, partially offset by higher expense rates in
new retail square footage.
In connection with the resignation in August of Sally Frame
Kasaks as Chairman and Chief Executive Officer of the Company, a
one-time pre-tax charge of $3,500,000 ($1,958,000 net of related
tax benefit) was recorded relating to the estimated costs of the
Company's obligations under Ms. Kasaks' employment contract with
ATSC.
As a result of the foregoing, operating income increased to
$34,039,000, or 5.8% of net sales, in the first nine months of
1996, from $20,027,000, or 3.8% of net sales, in the first nine
months of 1995. As described above, operating income was reduced
by $3,500,000, or 0.6% of net sales, related to the estimated
costs of the Company's obligations under Ms. Kasaks' employment
contract. Amortization of goodwill was $7,331,000 in the first
nine months of 1996 compared to $7,130,000 in the first nine
months of 1995. Operating income, without giving effect to such
goodwill amortization in either year, was $41,370,000, or 7.1% of
net sales, in the 1996 period and $27,157,000, or 5.1% of net
sales, in the 1995 period.
Interest expense was $18,676,000 in the first nine months of
1996, which includes distributions by Ann Taylor to ATSC relating
to the Preferred Securities, and $14,368,000 in the first nine
months of 1995. The increase in interest expense is primarily
attributable to higher interest rates applicable to the Company's
debt obligations and higher outstanding indebtedness in 1996.
The income tax provision was $9,188,000, or 61.7% of income
before income taxes in the 1996 period, compared to $5,091,000,
or 93.3% of income before income taxes in the 1995 period. The
effective income tax rate for both periods was higher than the
statutory rate primarily as a result of non-deductible goodwill
amortization.
As a result of the foregoing factors, the Company had net
income of $5,701,000, or 1.0% of net sales, for the first nine
months of 1996 compared to net income of $368,000, or 0.1% of net
sales, for the first nine months of 1995.
===================================================================
<PAGE> 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.3 Employment Agreement dated November 25, 1996
between ATSC and Patricia DeRosa.
Incorporated by reference to Exhibit 10.3 to
the Quarterly Report on Form 10-Q of ATSC
for the Quarter ended November 2, 1996 filed
on December 17, 1996.
10.4 Employment Agreement dated September 20,
1996 between Ann Taylor and Dwight F. Meyer.
Incorporated by reference to Exhibit 10.4 to
the Quarterly Report on Form 10-Q of ATSC
for the Quarter ended November 2, 1996 filed
on December 17, 1996.
10.5 First Amendment to the Amended and Restated
Receivables Financing Agreement, dated as of
October 31, 1995, among AnnTaylor Funding,
Inc., Ann Taylor, Market Street Capital
Corp. and PNC Bank, National Association.
Incorporated by reference to Exhibit 10.5 to
the Quarterly Report on Form 10-Q of ATSC
for the Quarter ended November 2, 1996 filed
on December 17, 1996.
10.6 Amended and Restated Credit Agreement, dated
as of September 20, 1996, between AnnTaylor
Global Sourcing, Inc. and the HongKong and
Shanghai Banking Corporation Limited.
Incorporated by reference to Exhibit 10.6 to
the Quarterly Report on Form 10-Q of ATSC
for the Quarter ended November 2, 1996 filed
on December 17, 1996.
10.7 Promissory Note dated September 20, 1996
from AnnTaylor Global Sourcing, Inc. to the
HongKong and Shanghai Banking Corporation
Limited, New York Branch. Incorporated by
reference to Exhibit 10.7 to the Quarterly
Report on Form 10-Q of ATSC for the Quarter
ended November 2, 1996 filed on December 17,
1996.
=========================================================================
<PAGE> 13
10.8 Amended and Restated Security Agreement,
dated as of September 20, 1996, between
AnnTaylor Global Sourcing, Inc. and the
HongKong and Shanghai Banking Corporation
Limited. Incorporated by reference to
Exhibit 10.8 to the Quarterly Report on Form
10-Q of ATSC for the Quarter ended November
2, 1996 filed on December 17, 1996.
10.9 Letter of Negative Pledge, dated as of
September 20, 1996, from AnnTaylor Global
Sourcing, Inc. to the HongKong and Shanghai
Banking Corporation Limited. Incorporated
by reference to Exhibit 10.9 to the
Quarterly Report on Form 10-Q of ATSC for
the Quarter ended November 2, 1996 filed on
December 17, 1996.
(b) Reports on Form 8-K:
ATSC filed a report dated August 23, 1996 with the
Commission on Form 8-K on August 30, 1996 with
respect to (i) the resignation of Sally Frame
Kasaks as the Company's Chairman and Chief
Executive Officer and the promotion of J. Patrick
Spainhour from President and Chief Operating
Officer to Chairman and Chief Executive Officer,
(ii) the amendment of the Stock and Asset Purchase
Agreement among ATSC, Ann Taylor, Cygne and Cygne
Group (F.E.) Limited providing for the acquisition
by Ann Taylor of Cygne's interest in CAT and the
assets of the Division, and (iii) preliminary
unaudited pro forma financial information for the
Company, CAT U.S., Inc., C.A.T. (Far East) Limited
and the Division on a combined basis for the six
months ended August 3, 1996.
The Company filed a report dated September 20, 1996
with the Commission on Form 8-K on September 26,
1996 with respect to the consummation of the
acquisition by the Company, through its wholly
owned subsidiary Ann Taylor, of Cygne's interest in
CAT and the Assets of the Division.
=====================================================================
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ANNTAYLOR, INC.
Date: December 17, 1996 By: /s/ Paul E. Francis
------------------- ----------------------
Paul E. Francis
Executive Vice President-
Finance and Administration
(Chief Financial Officer)
Date: December 17, 1996 By: /s/ Walter J. Parks
------------------- -----------------------
Walter J. Parks
Senior Vice President - Finance
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated statements of operations and condensed balance sheets and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000850090
<NAME> ANNTAYLOR, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-END> NOV-02-1996
<CASH> 2,421
<SECURITIES> 0
<RECEIVABLES> 71,286
<ALLOWANCES> 765
<INVENTORY> 127,952
<CURRENT-ASSETS> 222,729
<PP&E> 206,514
<DEPRECIATION> 59,850
<TOTAL-ASSETS> 717,222
<CURRENT-LIABILITIES> 78,008
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 463,614
<TOTAL-LIABILITY-AND-EQUITY> 717,222
<SALES> 584,999
<TOTAL-REVENUES> 584,999
<CGS> 324,008
<TOTAL-COSTS> 324,008
<OTHER-EXPENSES> 227,426
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,676
<INCOME-PRETAX> 14,889
<INCOME-TAX> 9,188
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,701
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
