UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2007
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to .
Commission File No. 33-55629
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
ANNTAYLOR, INC. SAVINGS PLAN
| B. | Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: |
ANNTAYLOR STORES CORPORATION
(Exact name of registrant as specified in its charter)
| 7 Times Square, New York, NY | 10036 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 541-3300
(Registrant’s telephone number, including area code)
TABLE OF CONTENTS
| Page | ||
| 1 | ||
| FINANCIAL STATEMENTS: |
||
| Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006 |
2 | |
| 3 | ||
| Notes to Financial Statements as of and for the Years Ended December 31, 2007 and 2006 |
4 | |
| SUPPLEMENTAL SCHEDULE: |
||
| 13 | ||
| 14 | ||
| 15 | ||
All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
The AnnTaylor, Inc. Savings Plan
New York, NY
We have audited the accompanying statements of net assets available for benefits of AnnTaylor, Inc. Savings Plan (the “Plan”) as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2007 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
New York, New York
June 25, 2008
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
| 2007 | 2006 | ||||||
| Participant directed investments: |
|||||||
| Investments at fair value: |
|||||||
| Ann Taylor stock funds |
$ | 2,423,350 | $ | 3,190,719 | |||
| Mutual funds |
37,767,441 | 31,041,246 | |||||
| Interest in common/collective trusts (pooled) funds |
19,648,284 | 20,561,348 | |||||
| Loans to participants |
1,221,780 | 912,427 | |||||
| Total investments |
61,060,855 | 55,705,740 | |||||
| Receivables: |
|||||||
| Employer contributions |
157,786 | 56,296 | |||||
| Employee contributions |
313,204 | 257,820 | |||||
| Dividends |
8,917 | — | |||||
| Loan repayments |
13,283 | 27,720 | |||||
| Total receivables |
493,190 | 341,836 | |||||
| Cash |
— | 3,496 | |||||
| Total assets |
61,554,045 | 56,051,072 | |||||
| Liabilities: |
|||||||
| Contributions refundable |
7,691 | — | |||||
| Total liabilities |
7,691 | — | |||||
| Net assets available for benefits (at fair value) |
61,546,354 | 56,051,072 | |||||
| Adjustments from fair value to contract value for fully benefit responsive investment contracts |
(37,299 | ) | 66,781 | ||||
| Net assets available for benefits |
$ | 61,509,055 | $ | 56,117,853 | |||
See notes to financial statements.
2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
| 2007 | 2006 | |||||
| ADDITIONS |
||||||
| Investment income: |
||||||
| Interest and dividend income |
$ | 1,741,201 | $ | 1,895,101 | ||
| Net appreciation in fair value of investments |
347,590 | 3,160,373 | ||||
| Net investment income |
2,088,791 | 5,055,474 | ||||
| Contributions: |
||||||
| Employer contributions |
2,283,589 | 1,553,148 | ||||
| Employee contributions |
8,413,497 | 7,106,119 | ||||
| Rollover contributions |
1,252,070 | 1,287,357 | ||||
| Total contributions |
11,949,156 | 9,946,624 | ||||
| Total additions |
14,037,947 | 15,002,098 | ||||
| DEDUCTIONS |
||||||
| Benefits paid to participants |
8,646,745 | 5,660,740 | ||||
| Total deductions |
8,646,745 | 5,660,740 | ||||
| NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS |
5,391,202 | 9,341,358 | ||||
| NET ASSETS AVAILABLE FOR BENEFITS: |
||||||
| Beginning of year |
56,117,853 | 46,776,495 | ||||
| End of year |
$ | 61,509,055 | $ | 56,117,853 | ||
See notes to financial statements.
3
NOTES TO FINANCIAL STATEMENTS
| 1. | PLAN DESCRIPTION |
The following description of the AnnTaylor, Inc. Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan Document, which is available from the Plan administrator, for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan established in July 1989 by AnnTaylor, Inc. (the “Company”), a subsidiary of AnnTaylor Stores Corporation. All full-time employees of the Company who have completed thirty consecutive days of employment (consisting of at least 30 hours of service per week) and all part-time employees that have attained a 1,000 hour and one year service requirement with the Company or its subsidiaries and affiliates are eligible to make pre-tax and after-tax salary contributions. Employees must complete one year of service and attain 1,000 hours to be eligible for Company matching contributions. The Plan has an automatic enrollment feature which will automatically enroll all eligible employees thirty days after meeting the eligibility provisions previously described. Any employee can elect out of the Plan at anytime. The Administrative Committee of the Plan controls and manages the operation and administration of the Plan.
Ameriprise Trust Company served as the trustee of the Plan through March 31, 2007. Wachovia Retirement Services served as the trustee of the Plan from April 1, 2007 through September 30, 2007. Beginning October 1, 2007, Charles Schwab Retirement Plan Services, Inc. (the “Plan Trustee”) became the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
In 2006, Wachovia Bank, N.A. acquired the Ameriprise Trust Company 401(k) recordkeeping business. The transaction closed on June 1, 2006 and all of recordkeeping and administrative services for the Plan were transitioned from the Ameriprise Trust Company to Wachovia Retirement Services on April 1, 2007. On October 1, 2007, the Company transitioned all recordkeeping and administrative services for the Plan from Wachovia Retirement Services to Charles Schwab Retirement Plan Services, Inc.
Contributions
Prior to October 1, 2007, the Company contributed a maximum of 50% with respect to the first 3% of each participant’s pre-tax contributions, and / or after-tax contributions. Beginning on October 1, 2007, the Company contributes a maximum of 100% with respect to the first 3% and 50% with respect to the next 3% of each participant’s pre-tax contributions and / or after-tax contributions.
Beginning July 1, 2002, participants (excluding “highly compensated employees”) were allowed to contribute up to 50% of their eligible compensation in pre-tax and / or after-tax contributions, up to the statutory limits. Effective January 1, 2007, participants (excluding “highly compensated employees”) could contribute up to 75% of their compensation in pre-tax and / or after-tax contributions up to the statutory limits. “Highly compensated employees” can defer no more than 5% of their eligible compensation as pre-tax contributions and can defer no more than 1% of their eligible compensation as after-tax contributions.
A participant’s aggregate pre-tax contributions may not exceed $15,500 in 2007 and $15,000 in 2006, except that participants who have attained age 50 or will attain age 50 during the Plan year are eligible to make certain “catch up” contributions permitted by federal pension laws. Total employee contributions are subject to limitations imposed by the Internal Revenue Service. All employee contributions are remitted to the trustee and invested together with Company contributions.
4
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 1. | PLAN DESCRIPTION (CONTINUED) |
Investments
Plan participants are able to direct the investment of their Plan holdings (employer and employee) into various investment options offered under the Plan on a daily basis. The investment options consist of 18 funds comprised of mutual funds and common/collective trusts (pooled) funds, as well as the Ann Taylor stock fund which had a fair market value of $28.22 per unit at December 31, 2007 and $35.94 per unit at December 31, 2006.
Participant Accounts
Each participant’s account is credited with (a) the participant’s contributions, (b) the Company’s matching contributions, and (c) earnings allocable to investments credited to each participant’s account. Participants are entitled to the vested balance in their account.
Loans to Participants
Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. Loan terms range from one to five years. The loans are secured by 50% of the balance in the participant’s account up to the amount of the loan and bear interest at a rate as determined by the Plan Trustee and authorized by the Plan’s Administrative Committee based on the prevailing Prime Rate at the time of the loan plus 1%.
Vesting
Prior to October 1, 2007, participants of the Plan had no vested interest in Company contributions or Plan earnings thereon credited to their accounts until they had two years of service, at which time they were 25% vested. Vesting increased by 25% per year up to 100% after five years of service. Beginning on October 1, 2007, the Plan provides that participants have no vested interest in Company contributions or Plan earnings thereon credited to their accounts until they have two years of service, at which time they are 100% vested. The Plan provides 100% vesting of a participant’s account balance upon their retirement on or after age 65, death or total disability.
Participants are fully vested at all times with respect to employee contributions and earnings thereon.
Contributions Refundable
The Plan is required to return contributions received during the plan year in excess of the Internal Revenue Code (“IRC”) limits.
Payment of Benefits
Participants or their beneficiaries are entitled to receive their entire account balance, in accordance with the vesting provisions of the Plan, upon retirement on or after age 65, death, total disability or employment termination. All distributions are lump sum payments. Prior to March 28, 2005, participants whose account balances were in excess of $5,000 may have elected deferred payment. On or after March 28, 2005, participants whose account balances are in excess of $1,000 may elect deferred payment.
5
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 1. | PLAN DESCRIPTION (CONTINUED) |
Forfeitures
Forfeited nonvested contributions are applied towards Company matching contributions. At December 31, 2007 and 2006, forfeited nonvested accounts totaled $4,757 and $27,595, respectively. During the years ended December 31, 2007 and 2006, forfeitures of $179,136 and $155,382, respectively, were utilized to reduce Company contributions.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The significant accounting policies followed by the Plan are detailed below:
Basis of Accounting
The accompanying financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America.
Investment Valuation and Income Recognition
The Plan’s investments in mutual funds are valued based on quoted market prices. The fair value of the investments in common/collective trusts (pooled) funds is determined by each fund’s trustee based on the fair value of the underlying securities within the fund. For the years ended December 31, 2007 and December 31, 2006, the Plan’s investments in the Ann Taylor stock fund were valued at their year end unit closing price.
In accordance with Financial Accounting Standards Board Staff Position (“FSP”) Nos. AAG INV-1 and Statement of Position (“SOP”) 94-4-1 Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (“FSP Nos. AAG INV-1 and SOP 94-1-1”), the statements of net assets available for benefits present The Charles Schwab Stable Value Fund, which invests primarily in benefit-responsive investment contracts, for the year ended December 31, 2007 and for the RVST Income Fund II, a common collective trust that invests in benefit-responsive investment contracts, among other investments, for the year ended December 31, 2006 at fair value as well as an additional line showing an adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statements of changes in net assets available for benefits are presented at contract basis and are not affected by FSP Nos. AAG INV-1 and SOP 94-1-1. The fair values of The Charles Schwab Stable Value Fund and the RVST Income Fund II represent the Plan’s share of the fair value of the underlying net assets of the Funds. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses for the fund investments in insurance contracts and fair value for the fund investments in externally managed affiliated collective investment funds and other investments (primarily debt obligations). Participant loans are valued at cost less principal repayments, which approximates fair value. Interest on investments is recorded on an accrual basis as earned. Dividend income is recorded on ex-dividend date. Security transactions are recorded as of the trade date. Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
6
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Payment of Benefits
Benefits paid to participants are recorded upon distribution. Amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid were $2,582 and $41,362 at December 31, 2007 and 2006, respectively.
Administrative Costs
Professional and administrative fees and other expenses of the Plan are paid by the Company. Personnel and facilities of the Company are used by the Plan for its accounting and other activities at no charge to the Plan. The Company, at any time, may elect to have all such expenses paid by the Plan.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan makes available various investment options for participant directed investments, including mutual funds, common/collective trusts and the Ann Taylor stock fund. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157 (“SFAS No. 157”), Fair Value Measurements. SFAS No. 157 established a single authorative definition of fair value, sets a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan management does not expect a material impact on its net assets available for benefits and changes in net assets available for benefits when SFAS No. 157 is adopted.
7
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 3. | INVESTMENTS |
The Plan Trustees invest all employee and Company contributions, as well as earnings thereon, in accordance with participant direction and the terms of the Plan. The Plan Trustees have custody of all assets in the funds. Investments at fair value that represented five percent or more of the Plan’s net assets at December 31 were as follows:
| 2007 | 2006 | |||||
| Mutual Funds: |
||||||
| Davis New York Venture Fund A |
$ | 13,635,044 | $ | — | ||
| Thornburg International Value I |
6,054,399 | — | ||||
| Growth Fund of America R3 |
4,655,045 | — | ||||
| Schwab S&P 500 Index—Select Shares |
4,295,251 | — | ||||
| RVS Large Cap Equity Fund Class R4 |
— | 14,594,866 | ||||
| Templeton Foreign Fund |
— | 4,139,662 | ||||
| AIM Constellation Fund |
— | 3,462,181 | ||||
| Royce Low-Priced Stock Fund |
— | 3,069,007 | ||||
| Interests in Common/Collective Trusts (Pooled) Funds: |
||||||
| Ann Taylor Stable Value Fund (1)* |
11,611,658 | — | ||||
| Schwab Managed Retirement Trust Fund Cl II—2040 |
3,143,497 | — | ||||
| RVST Income Fund II (2) |
— | 10,223,406 | ||||
| RVST Equity Index Fund II |
— | 4,220,746 | ||||
| RVST Long-Term Horizon Fund (65:35) |
— | 3,999,070 | ||||
| Employer Securities: |
||||||
| Ann Taylor stock fund |
2,423,350 | 3,190,719 | ||||
| * |
Fund is comprised of The Charles Schwab Stable Value Fund and RVST Income Fund II. |
| (1) | Contract value was $11,574,359 at December 31, 2007. |
| (2) | Contract value was $10,290,187 at December 31, 2006. |
8
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 3. | INVESTMENTS (CONTINUED) |
For 2007 and 2006 the Plan’s investments, including investments bought and sold, as well as held during each year, appreciated/(depreciated) in fair value as follows:
| 2007 | 2006 | |||||||
| RVS Large Cap Equity Fund Class R4 |
$ | 1,164,568 | $ | 980,269 | ||||
| Templeton Foreign Fund |
639,021 | 252,146 | ||||||
| AIM Constellation Fund |
499,036 | 191,985 | ||||||
| RVST Income Fund II |
380,042 | 403,607 | ||||||
| RVST Long-Term Horizon Fund (65:35) |
371,551 | 393,992 | ||||||
| RVST Equity Index Fund II |
371,002 | 537,343 | ||||||
| RS Emerging Growth Fund |
265,975 | 146,442 | ||||||
| Royce Low-Priced Stock Fund |
185,926 | 135,251 | ||||||
| Ann Taylor Stable Value Fund |
138,086 | — | ||||||
| RVST Medium-Term Horizon Fund (50:50) |
136,723 | 132,830 | ||||||
| Artisan Small Cap Fund |
109,301 | 23,466 | ||||||
| PIMCO Total Return Fund |
86,000 | (12,774 | ) | |||||
| RVST Short-Term Horizon Fund (25:75) |
30,018 | 34,584 | ||||||
| RVS Balanced Fund (Class Y) |
27,518 | 94,023 | ||||||
| Schwab Managed Retirement Trust Fund Cl II—Income |
613 | — | ||||||
| Northern Small Cap Value Fund |
(4,467 | ) | — | |||||
| Schwab Managed Retirement Trust Fund Cl II—2010 |
(9,791 | ) | — | |||||
| Schwab Managed Retirement Trust Fund Cl II—2050 |
(11,953 | ) | — | |||||
| Vanguard Mid Cap Index |
(12,801 | ) | — | |||||
| GMO U.S. Value Fund (Class M) |
(34,755 | ) | 58,880 | |||||
| Schwab Managed Retirement Trust Fund Cl II—2020 |
(36,393 | ) | — | |||||
| Schwab Managed Retirement Trust Fund Cl II—2030 |
(117,804 | ) | — | |||||
| DFA U.S. Large Value Fund |
(121,963 | ) | — | |||||
| Schwab Managed Retirement Trust Fund Cl II—2040 |
(154,001 | ) | — | |||||
| Schwab S&P 500 Index—Select Shares |
(290,069 | ) | — | |||||
| Growth Fund of America R3 |
(455,073 | ) | — | |||||
| Oppenheimer Main St Small Cap A |
(487,155 | ) | — | |||||
| Thornburg International Value I |
(516,450 | ) | — | |||||
| Buffalo Small Cap Fund |
(529,850 | ) | — | |||||
| Ann Taylor stock fund |
(630,637 | ) | (127,343 | ) | ||||
| Davis NY Venture Fund A |
(644,628 | ) | — | |||||
| RVS New Dimensions Fund |
— | (84,328 | ) | |||||
| Net appreciation in fair value of investments |
$ | 347,590 | $ | 3,160,373 | ||||
9
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 4. | PRIORITIES UPON TERMINATION OF THE PLAN |
The Company intends to continue the Plan indefinitely, but reserves the right under the Plan to discontinue its contributions at any time and to amend or terminate the Plan subject to the provisions set forth in ERISA. In the event of termination, participants will become 100% vested in their accounts.
| 5. | INCOME TAX STATUS |
The Internal Revenue Service has determined and informed the Company, by letter dated September 18, 2002, that the Plan and related trust were designed in accordance with applicable regulations of the IRC. The Plan has been amended since receiving the determination letter; however, the Plan Administrator and the Plan’s benefits counsel believe that no amendment adversely impacted the Plan’s compliance with the applicable requirements of the IRC and the Plan and related trust continue to be tax exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
| 6. | EXEMPT PARTY-IN-INTEREST TRANSACTIONS |
Certain Plan investments are shares of mutual funds managed by Charles Schwab. Charles Schwab is the trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.
At December 31, 2007, the Plan held 85,874 units of the Ann Taylor stock fund with a cost basis of $2,286,412 and at December 31, 2006, the Plan held 94,206 shares of the Ann Taylor stock fund with a cost basis of $2,641,242.
| 7. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 |
The following is a reconciliation of total investments per the financial statements for the years ended December 31, 2007 and 2006 to Form 5500:
| 2007 | 2006 | ||||||
| Total investments per the financial statements |
$ | 61,060,855 | $ | 55,705,740 | |||
| Loans to participants |
10,553 | — | |||||
| Due to participants |
— | 32,982 | |||||
| Deemed distributed loans |
— | (15,641 | ) | ||||
| Total investments per Form 5500 |
$ | 61,071,408 | $ | 55,723,081 | |||
10
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 7. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED) |
| The following is a reconciliation of receivables per the financial statements for the years ended December 31, 2007 and 2006 to Form 5500: | ||||||||
| 2007 | 2006 | |||||||
| Total receivables per the financial statements |
$ | 493,190 | $ | 341,836 | ||||
| Loans to participants |
(10,553 | ) | — | |||||
| Interest on pooled accounts |
— | 360 | ||||||
| Total receivables per Form 5500 |
$ | 482,637 | $ | 342,196 | ||||
| The following is a reconciliation of liabilities per the financial statements for the years ended December 31, 2007 and 2006 to Form 5500: | ||||||||
| 2007 | 2006 | |||||||
| Total liabilities per the financial statements |
$ | 7,691 | $ | — | ||||
| Benefits payable |
2,582 | 41,362 | ||||||
| Total liabilities per Form 5500 |
$ | 10,273 | $ | 41,362 | ||||
| The following is a reconciliation of adjustment from fair value to contract value per the financial statements for the years ended December 31, 2007 and 2006 to Form 5500: | ||||||||
| 2007 | 2006 | |||||||
| Adjustment from fair value to contract value per financial statements |
$ | (37,299 | ) | $ | 66,781 | |||
| Adjustments from fair value to contract value |
37,299 | (66,781 | ) | |||||
| Adjustments from fair value to contract value per Form 5500 |
$ | — | $ | — | ||||
11
ANNTAYLOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 7. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED) |
The following is a reconciliation of total additions per the financial statements for the year ended December 31, 2007 to total income per Form 5500:
| 2007 | ||||
| Total additions per the financial statements |
$ | 14,037,947 | ||
| Prior year due to participants |
(32,982 | ) | ||
| Prior year deemed distributed loans |
15,641 | |||
| Prior year interest on pooled accounts |
(360 | ) | ||
| Prior year adjustment from fair value to contract value |
66,781 | |||
| Adjustment from fair value to contract value |
37,299 | |||
| Total income per Form 5500 |
$ | 14,124,326 | ||
The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2007 to Form 5500:
| 2007 | ||||
| Total deductions per the financial statements |
$ | 8,646,745 | ||
| Benefits payable, current year |
2,582 | |||
| Benefits payable, prior year |
(41,362 | ) | ||
| Total deductions per Form 5500 |
$ | 8,607,965 | ||
12
FORM 5500, SCHEDULE H, PART IV, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2007
| (a) | (b) | (c) | (d) | (e) | |||||
| Party-in-Interest |
Identity of Issue, Borrower, Lessor, or Similar Party |
Description of Investment |
Cost | Current Value | |||||
| Yes | Ann Taylor Unitized Stock Fund | Employer Securities | ** | $ | 2,423,350 | ||||
| Yes | The Charles Schwab Stable Value Fund | Common Collective Trust Fund | ** | 4,839,698 | |||||
| No | Riversource Income Fund II | Common Collective Trust Fund | ** | 6,771,960 | |||||
| Yes | Schwab Managed Ret 2010 CI II | Common Collective Trust Fund | ** | 506,107 | |||||
| Yes | Schwab Managed Ret 2020 CI II | Common Collective Trust Fund | ** | 1,308,815 | |||||
| Yes | Schwab Managed Ret 2030 CI II | Common Collective Trust Fund | ** | 2,713,437 | |||||
| Yes | Schwab Managed Ret 2040 CI II | Common Collective Trust Fund | ** | 3,143,497 | |||||
| Yes | Schwab Managed Ret 2050 CI II | Common Collective Trust Fund | ** | 251,086 | |||||
| Yes | Schwab Managed Ret Income II | Common Collective Trust Fund | ** | 113,684 | |||||
| No | Buffalo Small Cap | Registered Investment Company | ** | 2,570,540 | |||||
| No | Davis New York Venture Fund A | Registered Investment Company | ** | 13,635,044 | |||||
| No | DFA U.S. Large Cap Value | Registered Investment Company | ** | 1,167,177 | |||||
| No | Growth Fund of America R3 | Registered Investment Company | ** | 4,655,045 | |||||
| No | Northern Small Cap Value | Registered Investment Company | ** | 54,987 | |||||
| No | Oppenheimer Main St Small Cap A | Registered Investment Company | ** | 2,640,947 | |||||
| No | Pimco Total Return Fund | Registered Investment Company | ** | 2,232,680 | |||||
| Yes | Schwab S&P 500 Index Sel | Registered Investment Company | ** | 4,295,251 | |||||
| No | Thornburg Intl Value I | Registered Investment Company | ** | 6,054,399 | |||||
| No | Vanguard Mid Cap Index | Registered Investment Company | ** | 461,371 | |||||
| Yes | Loans to Participants | Loans bearing interest at rates between 5.00% and 9.25% and maturing between 2008 and 2013 | 1,232,333 | ||||||
| $ | 61,071,408 | ||||||||
Employer Identification Number: 51-0297083
Plan Number: 001
| ** |
Cost information has been omitted for participant-directed investments. |
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The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
| AnnTaylor, Inc. Savings Plan | ||||||
| Date: June 26, 2008 |
By: | /s/ Michael J. Nicholson | ||||
| Michael J. Nicholson | ||||||
| Executive Vice President, | ||||||
| Chief Financial Officer and Treasurer, | ||||||
| AnnTaylor, Inc. | ||||||
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Exhibit No.
| 23 | Consent of Deloitte & Touche LLP. |
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