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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
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ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED MAY 3, 2003
Commission file number 1-11980
ANNTAYLOR, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 51-0297083
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
142 WEST 57TH STREET, NEW YORK, NY 10019
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(Address of principal executive offices) (Zip Code)
(212) 541-3300
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(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 .
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No |X|.
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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 May 30, 2003
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COMMON STOCK, $1.00 PAR VALUE 1
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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
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PAGE NO.
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Condensed Consolidated Statements of Income
for the Quarters Ended May 3, 2003 and
May 4, 2002......................................... 3
Condensed Consolidated Balance Sheets at
May 3, 2003 and February 1, 2003.................... 4
Condensed Consolidated Statements of Cash Flows
for the Quarters Ended May 3, 2003 and
May 4, 2002......................................... 5
Notes to Condensed Consolidated Financial Statements.. 6
Item 2. Management's Discussion and Analysis of Results
of Operations....................................... 8
Item 4. Controls and Procedures............................... 11
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K...................... 12
SIGNATURES........................................................ 13
CERTIFICATIONS.................................................... 14
EXHIBIT INDEX..................................................... 18
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PART I. FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
ANNTAYLOR, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
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FOR THE QUARTERS ENDED MAY 3, 2003 AND MAY 4, 2002
(UNAUDITED)
QUARTERS ENDED
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MAY 3, 2003 MAY 4, 2002
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(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
Net sales ......................................... $352,017 $345,392
Cost of sales ..................................... 163,002 158,829
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Gross margin ...................................... 189,015 186,563
Selling, general and administrative expenses ...... 158,618 151,081
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Operating income .................................. 30,397 35,482
Interest income ................................... 688 516
Interest expense .................................. 1,694 1,699
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Income before income taxes ........................ 29,391 34,299
Income tax provision .............................. 11,463 13,377
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Net income ..................................... $ 17,928 $ 20,922
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See accompanying notes to condensed consolidated financial statements.
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ANNTAYLOR, INC.
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CONDENSED CONSOLIDATED BALANCE SHEETS
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MAY 3, 2003 AND FEBRUARY 1, 2003
(UNAUDITED)
MAY 3, FEBRUARY 1,
2003 2003
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ASSETS (IN THOUSANDS)
Current assets
Cash and cash equivalents ........................ $ 188,274 $ 212,821
Accounts receivable, net ......................... 20,436 10,367
Merchandise inventories .......................... 196,401 185,484
Prepaid expenses and other current assets ........ 53,975 46,599
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Total current assets ......................... 459,086 455,271
Property and equipment, net ........................ 242,948 247,115
Goodwill, net ...................................... 286,579 286,579
Deferred financing costs, net ...................... 3,949 4,170
Other assets ....................................... 16,996 17,691
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Total assets ................................. $1,009,558 $1,010,826
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LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable ................................. $ 62,003 $ 57,058
Accrued expenses ................................. 79,170 94,137
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Total current liabilities .................... 141,173 151,195
Note payable to AnnTaylor Stores Corporation ....... 122,515 121,652
Deferred lease costs and other liabilities ......... 26,075 23,561
Stockholder's equity
Common stock, $1.00 par value;
1,000 shares authorized;
1 share issued and outstanding ................ 1 1
Additional paid-in capital ....................... 405,657 417,568
Retained earnings ................................ 314,137 296,849
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Total stockholder's equity ................... 719,795 714,418
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Total liabilities and stockholder's equity ... $1,009,558 $1,010,826
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See accompanying notes to condensed consolidated financial statements.
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ANNTAYLOR, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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FOR THE QUARTERS ENDED MAY 3, 2003 AND MAY 4, 2002
(UNAUDITED)
QUARTERS ENDED
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MAY 3, 2003 MAY 4, 2002
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(IN THOUSANDS)
Operating activities:
Net income ...................................... $ 17,928 $ 20,922
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Amortization of deferred compensation ......... 780 1,391
Deferred income taxes ......................... 231 ---
Depreciation and amortization ................. 12,649 11,730
Gain on sale of proprietary credit
card accounts receivable .................... -- (2,095)
Loss on disposal of property and equipment .... 552 306
Non-cash interest ............................. 1,084 1,056
Changes in assets and liabilities:
Receivables ................................. (10,069) (5,277)
Merchandise inventories ..................... (10,917) 7,842
Prepaid expenses and other current assets ... (6,808) 396
Accounts payable and accrued expenses ....... (10,022) (1,237)
Other non-current assets and liabilities, net 2,411 1,703
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Net cash provided (used) by operating activities (2,181) 36,737
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Investing activities:
Purchases of property and equipment ............. (9,035) (11,045)
Net proceeds from sale of proprietary
credit card accounts receivable ............. -- 57,800
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Net cash provided (used) by investing activities (9,035) 46,755
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Financing activities:
Payments on mortgage ............................ --- (1,250)
Payment of financing costs ...................... --- (14)
Parent company activity ......................... (13,331) 12,243
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Net cash provided (used) by financing activities (13,331) 10,979
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Net increase (decrease) in cash ................... (24,547) 94,471
Cash and cash equivalents, beginning of period .... 212,821 30,037
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Cash and cash equivalents, end of period .......... $ 188,274 $ 124,508
========= =========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest ........ $ 301 $ 354
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Cash paid during the period for income taxes .... $ 1,022 $ 2,581
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See accompanying notes to condensed consolidated financial statements.
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ANNTAYLOR, INC.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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(UNAUDITED)
1. BASIS OF PRESENTATION
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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 2003 interim period shown in this
report are not necessarily indicative of results to be expected for the
fiscal year.
The February 1, 2003 condensed consolidated balance sheet amounts have
been derived from the previously audited consolidated balance sheet of
AnnTaylor, Inc. ("the Company").
Detailed footnote information is not included for the quarters ended May
3, 2003 and May 4, 2002. The financial information set forth herein should
be read in conjunction with the Notes to the Company's Consolidated Financial
Statements contained in its Fiscal 2002 Annual Report on Form 10-K.
2. LONG-TERM DEBT
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The Company had $122,515,000 in long-term debt outstanding at May 3,
2003 in the form of a Note Payable to AnnTaylor Stores Corporation.
3. RECENT ACCOUNTING PRONOUNCEMENTS
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On May 15, 2003 the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity". SFAS No. 150 requires that an issuer classify
financial instruments that are within its scope as a liability. Many of
those instruments were classified as equity under previous guidance. Most of
the guidance in SFAS No. 150 is effective for all financial instruments
entered into or modified after May 31, 2003, and otherwise effective at the
beginning of the first interim period beginning after June 15, 2003.
Management is currently evaluating the provisions of SFAS No. 150, and does
not believe that it will have an impact on the Company's consolidated
financial statements.
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ANNTAYLOR, INC.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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(UNAUDITED)
3. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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On April 30, 2003 the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities". SFAS No. 149 amends
and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities under SFAS No. 133. SFAS No. 149 is effective for contracts
entered into or modified after June 30, 2003. Management is currently
evaluating the provisions of SFAS No. 149, and does not believe that it will
have a significant impact on the Company's consolidated financial statements.
In January 2003, the FASB issued FASB Interpretation ("FIN") No. 46,
"Consolidation of Variable Interest Entities - an Interpretation of Accounting
Research Bulletin No. 51". FIN No. 46 requires unconsolidated variable
interest entities to be consolidated by their primary beneficiaries if the
entities do not effectively disperse the risks and rewards of ownership among
their owners and other parties involved. The provisions of FIN No. 46 are
applicable immediately to all variable interest entities created after
January 31, 2003 and variable interest entities in which a company obtains an
interest after that date. For variable interest entities created before
January 31, 2003, the provisions of this interpretation are effective July 1,
2003. Management has determined FIN No. 46 will have no impact on the
Company's consolidated financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
QUARTERS ENDED
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MAY 3, 2003 MAY 4, 2002
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Number of Stores:
Open at beginning of period............... 584 538
Opened during period...................... 18 13
Expanded or remodeled during period*...... 1 ---
Closed during period...................... --- ---
Open at end of period..................... 602 551
Type of Stores Open at End of Period:
Ann Taylor stores......................... 351 343
Ann Taylor Loft stores.................... 224 188
Ann Taylor Factory stores................. 27 20
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* Expanded stores are excluded from comparable store sales for the first
year following expansion.
QUARTER ENDED MAY 3, 2003 COMPARED TO QUARTER ENDED MAY 4, 2002
The Company's net sales in the first quarter of fiscal 2003 increased to
$352,017,000 from $345,392,000 in the first quarter of fiscal 2002, an
increase of $6,625,000, or 1.9 percent. By division, net sales for the first
quarter of 2003, were $201,326,000 for Ann Taylor and $119,923,000 for Ann
Taylor Loft. The overall sales increase was primarily the result of an
increase in the number of stores open as compared to last year. Comparable
store sales for the first quarter of fiscal 2003 decreased 6.5 percent,
compared to an increase of 0.1 percent in the first quarter of fiscal 2002.
Comparable store sales by division were down 8.1 percent for Ann Taylor and
down 2.8 percent for Ann Taylor Loft. Management believes that the decrease
in comparable store sales was, in part, the result of client dissatisfaction
with certain of the Company's product offerings and merchandise assortment
available in Ann Taylor stores.
Gross margin as a percentage of net sales decreased slightly to 53.7
percent in the first quarter of fiscal 2003, compared to 54.0 percent in the
first quarter of fiscal 2002.
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Selling, general and administrative expenses were $158,618,000, or 45.1
percent of net sales, in the first quarter of fiscal 2003, compared to
$151,081,000, or 43.7 percent of net sales, in the first quarter of fiscal
2002. The increase in selling, general and administrative expenses as a
percentage of sales was primarily the result of an overall deleveraging of
expenses due to negative comparable store sales, and higher tenancy and new
store operations expenses. These increases were partially offset by a
decrease in the provision for management performance bonus. Additionally,
2002 was favorably impacted by the $2,095,000 gain on the sale of the Ann
Taylor proprietary credit card.
As a result of the foregoing factors, the Company had operating income
of $30,397,000, or 8.6 percent of net sales, in the first quarter of fiscal
2003, compared to $35,482,000, or 10.3 percent of net sales, in the first
quarter of fiscal 2002.
Interest income was $688,000 in the first quarter of fiscal 2003,
compared to $516,000 in the first quarter of fiscal 2002. The increase is
attributable to higher cash on hand, partially offset by lower interest rates.
Interest expense was $1,694,000 in the first quarter of fiscal 2003,
compared to $1,699,000 in the first quarter of fiscal 2002.
The income tax provision was $11,463,000, or 39 percent of income before
income taxes, in the first quarter of fiscal 2003, compared to $13,377,000,
or 39 percent of income before income taxes, in the first quarter of fiscal
2002.
As a result of the foregoing factors, the Company had net income of
$17,928,000, or 5.1 percent of net sales, for the first quarter of fiscal
2003, compared to $20,922,000, or 6.1 percent of net sales, for the first
quarter of fiscal 2002.
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STATEMENT REGARDING FORWARD-LOOKING DISCLOSURES
Sections of this Quarterly Report on Form 10-Q, including the preceding
Management's Discussion and Analysis of Financial Condition and Results of
Operations, contain various forward-looking statements, made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The forward-looking statements may use the words "expect",
"anticipate", "plan", "intend", "project", "believe" and similar
expressions. These forward-looking statements reflect the Company's current
expectations concerning future events, and actual results may differ
materially from current expectations or historical results. Any such
forward-looking statements are subject to various risks and uncertainties,
including failure by the Company to predict accurately client fashion
preferences; decline in the demand for merchandise offered by the Company;
competitive influences; changes in levels of store traffic or consumer
spending habits; effectiveness of the Company's brand awareness and marketing
programs; general economic conditions or a downturn in the retail industry;
the inability of the Company to locate new store sites or negotiate favorable
lease terms for additional stores or for the expansion of existing stores;
lack of sufficient consumer interest in the Company's Online Store; a
significant change in the regulatory environment applicable to the Company's
business; an increase in the rate of import duties or export quotas with
respect to the Company's merchandise; financial or political instability in
any of the countries in which the Company's goods are manufactured; the
potential impact of health concerns relating to severe acute respiratory
syndrome, particularly on manufacturing operations of the Company's vendors
in Asia and elsewhere; acts of war or terrorism in the United States or
worldwide; work stoppages, slowdowns or strikes; and other factors set forth
in the Company's filings with the SEC. The Company does not assume any
obligation to update or revise any forward-looking statements at any time for
any reason.
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ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief Financial
Officer, the Company has conducted an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures (as such term
is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) as of a date within 90 days of the
filing of this quarterly report (the "Evaluation Date"). There are inherent
limitations to the effectiveness of any system of disclosure controls and
procedures, including the possibility of human error and the circumvention or
overriding of the controls and procedures. Accordingly, even effective
disclosure controls and procedures can only provide reasonable assurance of
achieving their control objectives. Based on such evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that, as of the
Evaluation Date, the Company's disclosure controls and procedures are
effective in alerting them on a timely basis to material information relating
to the Company (including its consolidated subsidiaries) required to be
included in the Company's reports filed or submitted under the Exchange Act.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect such controls subsequent to the
Evaluation Date, including any corrective actions with regard to significant
deficiencies and material weaknesses.
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PART II. OTHER INFORMATION
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Number Description
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10.1 First Amendment to the AnnTaylor Stores Corporation 2002
Stock Option and Restricted Stock and Unit Award Plan,
effective as of March 11, 2003. Incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q of
AnnTaylor Stores Corporation for the Quarter ended May 3,
2003, filed on June 13, 2003.
10.2 Employment Agreement, dated as of March 28, 2003, between
AnnTaylor Stores Corporation and Jerome Jessup. Incorporated
by reference to Exhibit 10.2 to the Quarterly Report on Form
10-Q of AnnTaylor Stores Corporation for the Quarter ended
May 3, 2003, filed on June 13, 2003.
10.3 AnnTaylor Stores Corporation 2003 Equity Incentive Plan.
Incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q of AnnTaylor Stores Corporation for the
Quarter ended May 3, 2003, filed on June 13, 2003.
99.1 Certification of chief executive officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of chief financial officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
The following reports on Form 8-K were filed during the quarter
covered by this report:
DATE OF REPORT ITEM(S) REPORTED
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2/6/2003 Item 5 and Item 7
3/11/2003 Item 5 and Item 7
4/10/2003 Item 7 and Item 9
The report on Form 8-K dated March 11, 2003 included the Condensed Consolidated
Statements of Operations for the quarters and fiscal years ended February 1,
2003 and February 2, 2002 and Condensed Consolidated Balance Sheets at February
1, 2003 and February 2, 2002 of AnnTaylor Stores Corporation.
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SIGNATURES
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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: June 13, 2003 By:/s/J. Patrick Spainhour
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J. Patrick Spainhour
Chairman and Chief Executive
Officer
Date: June 13, 2003 By:/s/James M. Smith
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James M. Smith
Senior Vice President,
Chief Financial Officer and
Treasurer
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CERTIFICATION
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I, J. Patrick Spainhour, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AnnTaylor, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
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b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 13, 2003 /s/J. Patrick Spainhour
---------------------- ------------------------------
J. Patrick Spainhour
Chairman and Chief Executive
Officer
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CERTIFICATION
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I, James M. Smith, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AnnTaylor, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
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b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 13, 2003 /s/James M. Smith
---------------------- -------------------------------
James M. Smith
Senior Vice President,
Chief Financial Officer and
Treasurer
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Exhibit Index
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Exhibit
Number Description
- ------ -----------
10.1 First Amendment to the AnnTaylor Stores Corporation 2002 Stock
Option and Restricted Stock and Unit Award Plan, effective as of
March 11, 2003. Incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of AnnTaylor Stores Corporation for
the Quarter ended May 3, 2003, filed on June 13, 2003.
10.2 Employment Agreement, dated as of March 28, 2003, between AnnTaylor
Stores Corporation and Jerome Jessup. Incorporated by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q of AnnTaylor Stores
Corporation for the Quarter ended May 3, 2003, filed on June 13,
2003.
10.3 AnnTaylor Stores Corporation 2003 Equity Incentive Plan.
Incorporated by reference to Exhibit 10.3 to the Quarterly Report
on Form 10-Q of AnnTaylor Stores Corporation for the Quarter ended
May 3, 2003, filed on June 13, 2003.
99.1 Certification of chief executive officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.2 Certification of chief financial officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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