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 July 31, 1999
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 or 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 August 25, 1999
----- ---------------
Common Stock, $1.00 par value 1
The 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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INDEX TO FORM 10-Q
Page No.
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
Condensed Consolidated Statements of Operations
for the Quarters and Six Months Ended July 31, 1999
and August 1, 1998................................... 3
Condensed Consolidated Balance Sheets at
July 31, 1999 and January 30, 1999................... 4
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended July 31, 1999 and
August 1, 1998....................................... 5
Notes to Condensed Consolidated Financial Statements... 6
Item 2.Management's Discussion and Analysis of Results
of Operations........................................ 8
PART II.OTHER INFORMATION
Item 1.Legal Proceedings...................................... 13
Item 6.Exhibits and Reports on Form 8-K....................... 13
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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 Six Months Ended July 31, 1999 and August 1, 1998
(unaudited)
Quarters Ended Six Months Ended
-------------- ----------------
July 31, August 1, July 31, August 1,
1999 1998 1999 1998
-------- -------- -------- --------
(in thousands)
Net sales ......................... $265,747 $223,393 $515,147 $421,563
Cost of sales ..................... 139,842 118,459 257,905 215,295
-------- -------- -------- --------
Gross profit ...................... 125,905 104,934 257,242 206,268
Selling, general and
administrative expenses ......... 97,612 84,289 194,768 165,418
Amortization of goodwill .......... 2,760 2,760 5,520 5,520
-------- -------- -------- --------
Operating income .................. 25,533 17,885 56,954 35,330
Interest expense .................. 1,263 4,247 5,584 8,974
Other expense, net ................ 142 57 810 237
-------- -------- -------- --------
Income before income taxes
and extraordinary loss........... 24,128 13,581 50,560 26,119
Income tax provision .............. 10,755 6,537 22,432 12,656
-------- -------- -------- --------
Income before extraordinary loss .. 13,373 7,044 28,128 13,463
Extraordinary loss (net of income
tax benefit of $641,000) ........ 962 -- 962 --
-------- -------- -------- --------
Net income......................... 12,411 $ 7,044 $ 27,166 13,463
====== ======== ======== ======
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 4
ANNTAYLOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
July 31, 1999 and January 30, 1999
July 31, January 30,
1999 1999
-------- --------
(unaudited)
(in thousands)
ASSETS
Current assets
Cash and cash equivalents ........................ $ 90,603 $ 67,031
Accounts receivable, net ......................... 65,736 71,049
Merchandise inventories .......................... 134,388 136,748
Prepaid expenses and other current assets ........ 26,759 23,637
-------- --------
Total current assets ........................... 317,486 298,465
Property and equipment, net .......................... 163,180 151,785
Goodwill, net ........................................ 314,179 319,699
Deferred financing costs, net ........................ 5,817 2,627
Other assets ......................................... 2,213 2,841
-------- --------
Total assets ................................... $802,875 $775,417
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable ................................. $ 62,302 $ 65,419
Accrued salaries and bonus ....................... 12,600 17,132
Accrued tenancy .................................. 7,423 8,465
Accrued expenses ................................. 27,170 37,535
Current portion of long-term debt ................ 1,256 1,206
-------- --------
Total current liabilities ...................... 110,751 129,757
Long-term debt ....................................... 113,661 204,576
Other liabilities .................................... 12,839 12,386
Commitments and contingencies
Stockholder's equity
Common stock, $1.00 par value; 1,000
shares authorized; 1 share issued
and outstanding ................................. 1 1
Additional paid-in capital ....................... 464,522 354,762
Retained earnings ................................ 101,101 73,935
-------- --------
Total stockholder's equity ..................... 565,624 428,698
-------- --------
Total liabilities and stockholder's equity ..... $802,875 $775,417
======== ========
See accompanying notes to condensed consolidated financial statements.
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<PAGE> 5
ANNTAYLOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended July 31, 1999 and August 1, 1998
(unaudited)
Six Months Ended
------------------------
July 31, August 1,
1999 1998
-------- --------
(in thousands)
Operating activities:
Net income....................................... $ 27,166 $ 13,463
Adjustments to reconcile net
income to net cash provided by
operating activities:
Extraordinary loss ............................. 1,603 ---
Provision for loss on accounts receivable ...... 481 748
Depreciation and amortization .................. 15,205 14,340
Amortization of goodwill ....................... 5,520 5,520
Non-cash interest .............................. 985 618
Amortization of deferred compensation .......... 382 266
Loss on disposal of property and equipment ..... 885 249
(Increase) decrease in:
Receivables .................................. 4,832 (1,404)
Merchandise inventories ...................... 2,360 (16,220)
Prepaid expenses and other current assets .... (3,122) (2,794)
Increase (decrease) in:
Accounts payable ............................. (3,117) 17,789
Accrued expenses ............................. (15,939) 802
Other non-current assets and
liabilities, net ........................... 1,082 (184)
-------- --------
Net cash provided by operating activities ........ 38,323 33,193
Investing activities:
Purchases of property and equipment .............. (27,486) (17,259)
-------- --------
Net cash used by investing activities ............ (27,486) (17,259)
Financing activities:
Payments on mortgage ............................. (593) (549)
Parent company activity .......................... 118,753 (19)
Redemption of 8-3/4% Notes ....................... (101,375) ---
Payment of deferred financing costs .............. (4,050) (2,529)
-------- --------
Net cash provided (used) by financing
activities ..................................... 12,735 (3,097)
-------- --------
Net increase in cash ............................... 23,572 12,837
Cash and cash equivalents, beginning of period ..... 67,031 31,369
-------- --------
Cash and cash equivalents, end of period........... $ 90,603 $ 44,206
======== ========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest......... $ 6,423 $ 9,161
======== ========
Cash paid during the period for income taxes..... $ 19,956 $ 17,019
======== ========
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 of AnnTaylor, Inc. (the
"Company") 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 1999 interim period shown in this report
are not necessarily indicative of results to be expected for the fiscal year.
The January 30, 1999 condensed consolidated balance sheet amounts have
been derived from the previously audited consolidated balance sheet of the
Company.
Detailed footnote information is not included for the quarters ended July
31, 1999 and August 1, 1998. The financial information set forth herein
should be read in conjunction with the Notes to the Company's Consolidated
Financial Statements contained in the Company's Annual Report on Form 10-K
for the fiscal year ended January 30, 1999.
2. LONG-TERM DEBT
The following summarizes long-term debt outstanding at July 31, 1999:
(in thousands)
Note Payable to ATSC,
net of discount of $88,719,000...... $110,353
Mortgage............................. 4,564
-------
Total debt ....................... 114,917
Less current portion................. 1,256
-------
Total long-term debt.............. $113,661
========
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<PAGE> 7
ANNTAYLOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
2. LONG-TERM DEBT (CONTINUED)
The Company had outstanding a note (the "intercompany note") payable of
$100,625,000 to its sole stockholder, AnnTaylor Stores Corporation ("ATSC").
During the second quarter of Fiscal 1999, the Company made a prepayment on
the intercompany note in the amount of $100,000, and the balance was forgiven
by ATSC. This forgiveness of debt constitutes a contribution of capital by
ATSC to the Company.
In the second quarter of Fiscal 1999, the Company issued a promissory
note, as amended, to its sole stockholder, ATSC, of an aggregate of
$199,072,000 principal amount at maturity (the "Note Payable to ATSC"). The
Note Payable to ATSC was issued, as amended, by the Company during the second
quarter of 1999 for value received and has interest and payment terms
substantially similar to the terms of the Convertible Debentures Due 2019
("Convertible Debentures") that were issued in 1999 by ATSC. ATSC has pledged
the Note Payable to ATSC to the lenders under the Company's bank credit
facility as collateral for ATSC's guarantee of the Company's performance of
its obligations under the credit facility.
On July 22, 1999, the Company redeemed all of its outstanding 8-3/4%
Subordinated Notes due 2000 (the "8-3/4% Notes"), at a redemption price of
101.375% of principal amount, plus accrued unpaid interest to the redemption
date. The redemption of the 8-3/4% Notes resulted in an extraordinary charge to
earnings in the second quarter and year to date period of $962,000, net of
income tax benefit.
3. SUBSEQUENT EVENT
On September 7, 1999, the Company entered into an amendment to its bank
credit facility with its bank lending group that eliminated the credit
agreement's limitation on annual capital expenditures, replacing it with a
fixed charge coverage ratio covenant, and permits ATSC and the Company to
invest up to $40 million in the repurchase of shares of ATSC common stock
and/or Convertible Debentures. Additionally, the Company has elected to
reduce the commitment of the lenders under the credit agreement by
$25,000,000 to $125,000,000, from $150,000,000, effective September 3, 1999.
The term of the credit facility has also been extended one year, to June 30,
2001.
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<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Six Months Ended
--------------------
July 31, August 1,
1999 1998
-------- ---------
Number of Stores:
Open at beginning of period.............. 365 324
Opened during period..................... 27 20
Expanded during period*.................. 2 3
Closed during period..................... 5 2
Open at end of period.................... 387 342
Type of Stores Open at End of Period:
Ann Taylor stores..................... 313 293
Ann Taylor Factory Stores............. 12 14
Ann Taylor Loft stores................ 62 35
- --------------
* Expanded stores are excluded from comparable store sales for the first year
following expansion.
SIX MONTHS ENDED JULY 31, 1999 COMPARED TO SIX MONTHS ENDED AUGUST 1, 1998
The Company's net sales in the first six months of 1999 increased to
$515,147,000 from $421,563,000 in the first six months of 1998, an increase
of $93,584,000 or 22.2%. The increase is attributable to the opening of new
stores and the expansion of existing stores and an increase in comparable
store sales of 12.4%. Management believes that the increase in comparable
store sales was primarily attributable to favorable customer reaction to the
Company's product offerings and merchandise assortment.
Gross profit as a percentage of net sales increased to 49.9% in the first
six months of 1999 from 48.9% in the first six months of 1998. This increase
in gross margin primarily reflects a higher initial markup rate, reflecting
on-going improvements achieved by the Company's sourcing division, and in the
first quarter of 1999, a greater percentage of merchandise being sold at full
price, offset in part by a higher markdown rate on goods that were sold below
full price, compared with the first quarter of 1998.
Selling, general and administrative expenses represented 37.8% of net
sales in the first six months of 1999, compared to 39.2% of net sales in the
first six months of 1998. The decrease in selling, general and
administrative expenses as a percentage of net sales was primarily
attributable to increased leverage on fixed expenses resulting from increased
comparable store sales and improved operating efficiencies, partially offset
by an increase during the first quarter in the provision for management
performance bonus expense and an increase in marketing expenditures in
support of the Company's strategic initiatives to enhance the Ann Taylor
brand.
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<PAGE> 9
As a result of the foregoing, the Company had operating income of
$56,954,000, or 11.1% of net sales, in the first six months of 1999, compared
to operating income of $35,330,000, or 8.4% of net sales, in the first six
months of 1998. Amortization of goodwill was $5,520,000 in each of the first
six months of 1999 and 1998. Operating income, without giving effect to
goodwill amortization, was $62,474,000, or 12.1% of net sales, in the 1999
period and $40,850,000, or 9.7% of net sales, in the 1998 period.
Interest expense was $5,584,000 in the first six months of 1999 and
$8,974,000 in the first six months of 1998. The decrease in interest expense is
attributable to the forgiveness during the second quarter of 1999 of the
intercompany note, the redemption of the 8-3/4% Notes, and to greater interest
income earned on cash on hand, offset in part by interest expense on the Note
Payable to ATSC that was issued in the second quarter of 1999.
The income tax provision was $22,432,000, or 44.4% of income before income
taxes and extraordinary loss, in the 1999 period, compared to $12,656,000, or
48.5% of income before income taxes and extraordinary loss, in the 1998
period. The effective income tax rate for both periods differed from the
statutory rate primarily because of non-deductible goodwill amortization.
On July 22, 1999, the Company redeemed its outstanding 8-3/4% Notes. This
resulted in an extraordinary charge to earnings in the first six months of
Fiscal 1999 of $962,000, net of income tax benefit.
As a result of the foregoing factors, the Company had net income of
$27,166,000, or 5.3% of net sales, for the first six months of 1999, compared
to net income of $13,463,000 or 3.2% of net sales, for the first six months
of 1998.
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<PAGE> 10
YEAR 2000 STATUS
Many computer systems use only two digits to identify a year (for example,
"99" is used for the year "1999"). As a result, these systems may be unable
to process accurately dates later than December 31, 1999, since they may
recognize "00" as the year "1900", instead of the year "2000". This anomaly
is often referred to as the "Year 2000 compliance" issue. Since 1997, the
Company has been executing a plan to remediate or replace affected systems on
a timely basis. Equipment and other non-information technology systems that
use microchips or other embedded technology, such as certain conveyor systems
at the Company's distribution center, are also covered by the Company's Year
2000 compliance project.
The Company's Year 2000 compliance project includes four phases: (1)
evaluation of the Company's owned or leased systems and equipment to identify
potential Year 2000 compliance issues; (2) remediation or replacement of
Company systems and equipment determined to be non-compliant (and testing of
remediated systems before returning them to production); (3) inquiry
regarding Year 2000 readiness of material business partners and other third
parties on whom the Company's business is dependent; and (4) development of
contingency plans, where feasible, to address potential third party
non-compliance or failure of material Company systems.
The initial phase of the Company's Year 2000 compliance project was the
evaluation of all software, hardware and equipment owned, leased or licensed
by the Company, and identification of those systems and equipment requiring
Year 2000 remediation. This analysis was completed during Fiscal 1998.
All material computer software, hardware and equipment in the Company's
sourcing offices located outside of the United States, and U.S. home offices,
distribution center and retail stores that was not Year 2000 compliant has
been remediated or replaced.
Over the past few years, the Company's strategic plan has included
significant investment in and modernization of many of the Company's computer
systems. As a result, much of the costs and timing for replacement of
certain of the Company's systems that were not Year 2000 compliant were
already anticipated as part of the Company's planned information systems
spending and did not need to be accelerated as a result of the Company's Year
2000 project. The total cost to the Company specifically associated with
addressing the Year 2000 issue with respect to its systems and equipment has
not been, and is not anticipated to be, material to the Company's financial
position or results of operations in any given year. The Company estimates
that the total additional cost of managing its Year 2000 project, remediating
existing systems and replacing non-compliant systems, is approximately $2.4
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<PAGE> 11
million, of which approximately $1.3 million is being expensed as incurred
(including $965,000 expensed in Fiscal 1998, and $165,000 in the first six
months of Fiscal 1999), and $1.1 million which was capitalized (including
$855,000 capitalized in Fiscal 1998 and approximately $175,000 in the first
six months of 1999).
Although the Company believes its Year 2000 compliance efforts with
respect to its systems will be successful, any failure or delay could result
in actual costs and timing differing materially from that presently
contemplated, and in a disruption of business. The Company is developing a
contingency plan to permit its primary operations to continue if the
Company's modifications and conversions of its systems are not successfully
completed on a timely basis, but the foregoing cost estimates do not take
into account any expenditures arising out of a response to any such
contingencies that materialize. The Company's cost estimates also do not
include time or costs that may be incurred as a result of third parties'
failure to become Year 2000 compliant on a timely basis.
The Company has been communicating with its business partners, including
key manufacturers, vendors, banks and other third parties with whom it does
business, to obtain information regarding their state of readiness with
respect to the Year 2000 issue. During the first quarter of fiscal 1999, the
Company completed an initial assessment of the Year 2000 readiness of those
third parties whose services are most significant to the Company's business.
The Company intends to continue to monitor the Year 2000 readiness of its key
suppliers of goods and services during the year. Failure of third parties to
remediate Year 2000 issues affecting their respective
businesses on a timely basis, or to implement contingency plans sufficient to
permit uninterrupted continuation of their businesses in the event of a
failure of their systems, could have a material adverse effect on the
Company's business and results of operations. Potential interruptions of
such third parties' business or service to the Company resulting from Year
2000 issues will be addressed in the Company's contingency planning efforts,
discussed below.
The Company's Year 2000 compliance project includes development of a
contingency plan designed to support critical business operations in the
event of the occurrence of systems failures or the occurrence of reasonably
likely worst case scenarios. The Company operates a large number of retail
stores in widely disbursed geographical locations, and Company merchandise is
manufactured by a large number of suppliers. The Company believes that these
factors will help to mitigate the adverse impact of potential Year 2000
failures by third party suppliers or utilities. The Company believes that
the most reasonably likely worst case scenarios would involve an interruption
of the supply of merchandise to the Company's stores, as a result of the
delay in completion of the Company's merchandise orders by manufacturers, or
a delay in the delivery of merchandise to the Company's stores due to a
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<PAGE> 12
disruption of service at ports of export or at the U.S. port of import, or a
disruption in service by transportation providers, or a disruption in operation
of the Company's distribution center. The Company has developed contingency
plans for its business functions and is in the process of analyzing the plans to
ensure their adequacy. The Company anticipates this evaluation will be completed
by the end of the third quarter of Fiscal 1999.
The Company may not be able to compensate adequately for business
interruption caused by certain third parties. Potential risks include
suspension or significant curtailment of service or significant delays by
banks, utilities or common carriers, or at U.S. ports of entry. The
Company's business also could be materially adversely affected by the failure
of governmental agencies to address Year 2000 issues affecting the Company's
operations. For example, a significant amount of the Company's merchandise
is manufactured outside the United States, and the Company is dependent upon
the issuance by foreign governmental agencies of export visas for, and upon
the U.S. Customs Service to process and permit entry into the United States
of, such merchandise. If failures in government systems result in the
suspension or delay of these agencies' services, the Company could experience
significant interruption or delays in its inventory flow.
The costs and timing for management's completion of Year 2000 compliance
modification and testing processes, and management's assessment and
contingency planning with respect to reasonably likely worst case scenarios,
are based on management's best judgement and estimates, which were derived
utilizing numerous assumptions of future events, including the continued
availability of certain resources, the success of third parties' Year 2000
compliance efforts and other factors. There can be no assurance that these
assumptions will be realized or that actual results will not vary materially.
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<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously disclosed in the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 29, 1999, ATSC, the
Company, certain current and former officers and directors of ATSC and the
Company, and Merrill Lynch & Co. ("Merrill Lynch") and certain of its
affiliates, are defendants in a purported class action lawsuit, originally
filed on April 26, 1996, by certain alleged stockholders of ATSC in the
United States District Court for the Southern District of New York. (Novak v.
Kasaks, et al., No. 96 CIV 3073 (S.D.N.Y. 1996)). On or about December 15,
1998, the plaintiffs filed a notice of appeal to the United States Court of
Appeals for the Second Circuit, seeking review of the District Court's
November 9, 1998 order granting the defendants' motions to dismiss the
amended complaint with prejudice for its failure to state a claim upon which
relief may be granted and its failure to plead fraud with particularity. It
is the Company's understanding that Merrill Lynch, its affiliates and the two
directors who previously served on the Company's Board of Directors as
representatives of certain affiliates of Merrill Lynch, have reached a
settlement with the plaintiffs, and the action as against these defendants
has been remanded by the Court of Appeals to the District Court for
proceedings in connection with that settlement. The appeal as against the
remaining defendants, including ATSC and the Company, has been fully briefed
and is scheduled for oral argument before the Court of Appeals on September
15, 1999. Because this appeal is presently pending, any liability that may
arise from this action cannot be predicted at this time. The Company
believes that the amended complaint is without merit and intends to continue
to defend the action vigorously.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
4.1 Indenture, dated as of June 18, 1999, between the
Company, ATSC, and The Bank of New York, as Trustee.
Incorporated by reference to Exhibit 4.01 to the
Registration Statement of ATSC filed on September 13, 1999.
10.5.2 Amendment #2 to the Employment Agreement, dated
August 12, 1999, between ATSC and J. Patrick Spainhour.
Incorporated by reference to Exhibit 10.6.1 to the Quarterly
Report on Form 10-Q of ATSC for the Quarter ended July 31,
1999 filed on September 14, 1999.
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<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
10.17.6 First Amendment to the Credit Agreement, dated as of September
7, 1999, among the Company, Bank of America, N.A., Citibank,
N.A., First Union National Bank and each of the other
lenders party to the Credit Agreement, NationsBanc
Montgomery Securities LLC, as Arranger, and Bank of America,
as Administrative Agent. Incorporated by reference to
Exhibit 10.19.6 to the Quarterly Report on Form 10-Q of ATSC
for the Quarter ended July 31, 1999 filed on September 14,
1999.
27 Financial Data Schedule
(b) Reports on Form 8-K:
The Company filed a report dated June 11, 1999 with the
Commission on Form 8-K on June 15, 1999, and a report dated June
21, 1999 was filed with the Commission on Form 8-K on June 22,
1999, with respect to ATSC's intention and subsequent completion of
a sale, through a private placement, of a new issue of discounted
convertible subordinated debentures due 2019 and that the proceeds
of the offering were used in connection with the redemption, on
July 22, 1999, of the $100,000,000 outstanding 8-3/4% subordinated
notes due 2000 issued by AnnTaylor, Inc.
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<PAGE> 15
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: September 14, 1999 By: /s/ J. Patrick Spainhour
--------------------- ---------------------------------
J. Patrick Spainhour
Chairman and Chief Executive
Officer
Date: September 14, 1999 By: /s/ Barry Erdos
--------------------- ---------------------------------
Barry Erdos
Executive Vice President -
Chief Financial Officer and
Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
CONDENSED CONSOLIDATED 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> 6-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-END> JUL-31-1999
<CASH> 90,603
<SECURITIES> 0
<RECEIVABLES> 66,447
<ALLOWANCES> 711
<INVENTORY> 134,388
<CURRENT-ASSETS> 317,486
<PP&E> 290,110
<DEPRECIATION> 126,930
<TOTAL-ASSETS> 802,875
<CURRENT-LIABILITIES> 110,751
<BONDS> 110,353
0
0
<COMMON> 1
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<TOTAL-LIABILITY-AND-EQUITY> 802,875
<SALES> 515,147
<TOTAL-REVENUES> 515,147
<CGS> 257,905
<TOTAL-COSTS> 257,905
<OTHER-EXPENSES> 201,098
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<INTEREST-EXPENSE> 5,584
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