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
year ended December 31, 2006
OR
| o |
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE
|
SECURITIES
EXCHANGE ACT OF 1934
For
the
transition period from __________ to __________
____________
Commission
file number 333-85834
____________
The
Children’s Place 401(k) Savings Plan
A.
(Full title of the Plan)
The
Children’s Place Retail Stores, Inc.
B.
(Name of issuer of the securities held pursuant to the Plan)
915
Secaucus Road
Secaucus,
NJ 07094
(Address
of principal executive office)
Required
Information
Pursuant
to the section of the General Instructions to Form 11-K entitled “Required
Information,” this Annual Report on Form 11-K for the year ended December 31,
2006 consists of audited financial statements of The Children’s Place 401(k)
Savings Plan as of December 31, 2006 and December 31, 2005 and for the year
ended December 31, 2006 and the supplemental schedule thereto. The Children’s
Place 401(k) Savings Plan is subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), and in accordance with Item 4 of the sections
of the General Instructions to Form 11-K entitled “Required Information,” the
financial statements and supplemental schedule furnished herewith have been
prepared in accordance with the financial reporting requirements of ERISA in
lieu of the requirements of Items 1-3 of that section of the General
Instructions. Schedules I, II and III are not submitted because they are either
not applicable, the required information is included in the financial statements
or notes thereto, or they are not required under ERISA.
THE
CHILDREN’S PLACE 401(K) SAVINGS PLAN
TABLE
OF CONTENTS
|
Page
|
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REPORTS
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
|
2-3
|
|
FINANCIAL
STATEMENTS:
|
|
|
Statements
of Net Assets Available for Benefits as of December31, 2006 and
2005
|
4
|
|
Statement
of Changes in Net Assets Available for Benefits for the Year Ended
December31, 2006
|
5
|
|
Notes
to Financial Statements as of December31, 2006 and 2005, and for
the Year
Ended
|
|
|
December
31, 2006
|
6-12
|
|
SUPPLEMENTAL
SCHEDULE:
|
|
|
Form5500,
ScheduleH, PartIV, Line4i—Schedule of Assets (Held at End of
Year)
|
|
|
as
of December31, 2006
|
13
|
|
SIGNATURE
|
14
|
|
EXHIBIT
|
|
|
23.1
CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
|
15-16
|
Note:
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.
-1-
Report
of Independent Registered Public Accounting Firm
To
the
Trustees and Participants of
The
Children’s Place 401(k) Savings Plan:
We
have
audited the accompanying statement of net assets available for benefits
of The
Children’s Place 401(k) Savings Plan as of December 31, 2006 and the related
statement of changes in net assets available for benefits for the year
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 audit.
We
conducted our audit in accordance with the 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. We were not engaged to perform
an
audit of the Plan’s internal control over financial reporting. An audit includes
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 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, and evaluating
the overall financial statement presentation. We believe that our audit
provides
a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in
all
material respects, the net assets available for benefits of the Plan at
December
31, 2006 and the changes in its net assets available for benefits for the
year
then ended, in conformity with U.S. generally accepted accounting
principles.
We
have also audited the adjustment to retrospectively apply the change in
accounting discussed in Note 2 to the Statement of Net Assets Available
for Benefits as of December 31, 2005. In our opinion, such adjustment is
appropriate and has been properly applied. We were not engaged to audit,
review, or apply any procedures to the Statement
of Net Assets Available for Benefits of the Plan as of December 31, 2005
other than with respect to the adjustment and, accordingly, we do not express
an opinion or any form of assurance on the Statement of Net Assets Available
for Benefits as of December 31, 2005
Our
audit
was performed for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes at December 31, 2006 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. The supplemental schedule is the responsibility of
the
Plan's management. The supplemental schedule has been subjected to the
auditing
procedures applied in the audit of the basic financial statements and,
in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/
Amper, Politziner & Mattia, P.C.
Edison,
New Jersey
June
28,
2007
-2-
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Trustees and Participants of
The
Children’s Place 401(k) Savings Plan
Secaucus,
New Jersey
We
have
audited, before the adjustments to retrospectively apply the change in
accounting discussed in Note 2 to the financial statements, the accompanying
statement of net assets available for benefits of The Children’s Place 401(k)
Savings Plan (the “Plan”) as of December 31, 2005 (the 2005 statement of net
assets available for benefits before the effects of the adjustments discussed
in
Note 2 to the financial statements is not presented herein). This financial
statement is the responsibility of the Plan's management. Our responsibility
is
to express an opinion on this financial statement based on our
audit.
We
conducted our audit 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 audit 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 audit provides a reasonable basis for
our
opinion.
In
our
opinion, such financial statement, before the effects of the adjustments
to
retrospectively apply the change in accounting discussed in Note 2 to the
financial statements, presents fairly, in all material respects, the net
assets
available for benefits of the Plan as of December 31, 2005, in conformity
with
accounting principles generally accepted in the United States of
America.
We
were
not engaged to audit, review, or apply any procedures to the adjustments
to
retrospectively apply the change in accounting discussed in Note 2 to the
financial statements and, accordingly, we do not express an opinion or
any other
form of assurance about whether such retrospective adjustments are appropriate
and have been properly applied. Those retrospective adjustments were audited
by
other auditors.
/s/
Deloitte & Touche LLP
Parsippany,
New Jersey
June
28,
2006
-3-
|
THE
CHILDREN'S PLACE 401(k) SAVINGS PLAN
|
||
|
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
|
||
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DECEMBER
31, 2006 AND 2005
|
|
2006
|
2005
|
||||||
|
ASSETS:
|
|||||||
|
Participant-directed
investments, at fair value
|
$
|
41,399,899
|
$
|
31,569,992
|
|||
|
Receivables:
|
|||||||
|
Employer
contribution
|
-
|
185,777
|
|||||
|
Total
Assets
|
41,399,899
|
31,755,769
|
|||||
|
LIABILITIES:
|
|||||||
|
Administrative
expense payable
|
-
|
10
|
|||||
|
Net
assets available for benefits, at fair value
|
41,399,899
|
31,755,759
|
|||||
|
Adjustment
from fair value to contract value for fully benefit-responsive
investment
contracts
|
96,407
|
96,223
|
|||||
|
NET
ASSETS AVAILABLE FOR BENEFITS
|
$
|
41,496,306
|
$
|
31,851,982
|
|||
See
notes
to financial statements.
-4-
|
THE
CHILDREN'S PLACE 401(k) SAVINGS PLAN
|
|
|
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
|
|
|
FOR
THE YEAR ENDED DECEMBER 31, 2006
|
|
ADDITIONS:
|
||||
|
Contributions:
|
||||
|
Participant
contributions
|
$
|
6,241,995
|
||
|
Employer
contributions
|
2,628,289
|
|||
|
Rollovers
|
1,171,057
|
|||
|
Total
contributions
|
10,041,341
|
|||
|
Investment
income:
|
||||
|
Net
appreciation in fair value of investments
|
2,321,518
|
|||
|
Dividends
|
1,989,573
|
|||
|
Interest
|
54,123
|
|||
|
Net
investment income
|
4,365,214
|
|||
|
TOTAL
ADDITIONS
|
14,406,555
|
|||
|
DEDUCTIONS:
|
||||
|
Benefits
paid to participants
|
4,723,195
|
|||
|
Administrative
expenses
|
39,036
|
|||
|
Total
deductions
|
4,762,231
|
|||
|
INCREASE
IN NET ASSETS
|
9,644,324
|
|||
|
NET
ASSETS AVAILABLE FOR BENEFITS:
|
||||
|
Beginning
of year
|
31,851,982
|
|||
|
End
of year
|
$
|
41,496,306
|
||
See
notes
to financial statements.
-5-
THE
CHILDREN’S PLACE 401(k)
SAVINGS plan
NOTES
TO FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2006 AND 2005, AND FOR THE YEAR ENDED DECEMBER 31,
2006
|
1.
|
DESCRIPTION
OF THE PLAN
|
The
following description of The Children’s Place 401(k) Savings Plan (the “Plan”)
is provided for general information purposes only. Participants should refer
to
the Plan document for more complete information.
General—The
Plan
is a defined contribution plan covering substantially all employees of The
Children’s Place Retail Stores, Inc. (the “Company” or “Sponsor”) and its
subsidiaries organized in the United States who have three months of service.
Fidelity Management and Trust Company serves as the trustee of the Plan. The
Plan is subject to the provisions of the Employee Retirement Income Security
Act
of 1974 (“ERISA”).
Plan
Sponsor---
The
Sponsor has not filed with the Securities and Exchange Commission (the "SEC")
its quarterly reports on Form 10-Q for (i) the second quarter ended July 29,
2006, (ii) the third quarter ended October 28, 2006 and (iii) the first quarter
ended May 5, 2007 and its annual report on Form 10-K for the fiscal year ended
February 3, 2007. Because it is not current with its SEC filings the Sponsor
suspended the ability of 401(k) participants to purchase
shares
of its common stock until it becomes current in its SEC filing
requirements.
On
June
14, 2007, we received a NASDAQ Staff Determination letter from the NASDAQ Stock
Market. The letter states that because the Company has not filed with the
Securities and Exchange Commission its most recent Quarterly Report on Form
10-Q, which is for the quarter ended May 5, 2007, NASDAQ, pursuant to
Marketplace Rule 4310(c)(14), has an additional basis for delisting the
Company's securities from The NASDAQ Stock Market.
The
Company had received previous determination letters indicating that the Company
was not in compliance with the filing requirements for continued listing due
to
the Company's inability to file its Quarterly Reports on Form 10-Q for the
second quarter ended July 29, 2006 and the third quarter ended October 28,
2006
and its Annual Report on Form 10-K for the fiscal year ended February 3, 2007.
Currently, Nasdaq’s Listing and Hearing Review Council is reviewing the
Company’s continued listing because of the Company’s failure to file such
reports. The Company has made a submission to the Council in support of its
continued listing while it prepares and submits the missing reports, including,
as previously announced, a restatement of its financial statements, which the
Company expect to complete as soon as practicable. In accordance with
Marketplace Rule 4804(c), the Company may make an additional submission in
regard to this additional deficiency for consideration as part of the pending
review. There is no assurance that the Council will grant the Company's request
for continued listing.
Contributions—Each
year, participants may contribute up to 60% of their pretax annual compensation,
as defined in the Plan, subject to certain limitations of the Internal Revenue
Code (“IRC”). The Company contributes 100% of the first 3% of covered
compensation plus 50% of the next 2% of covered compensation that a non-highly
compensated participant contributes to the Plan, and up to 50% of the first
5%
of covered compensation that a highly compensated participant contributes to
the
Plan. Participants may also contribute amounts representing distributions from
other qualified defined benefit or defined contribution plans.
-6-
Participant
Accounts—Individual
accounts are maintained for each Plan participant. Each participant’s account is
credited with the participant’s contribution, the Company’s matching
contribution and Plan earnings, and charged with withdrawals and an allocation
of Plan losses. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is the
benefit that can be provided from the participant’s vested account.
Investments—Participants
direct the investment of their contributions into various investment options
offered by the Plan. Company contributions are invested pursuant to participant
elections. The Plan currently offers twenty-one mutual funds and The Children’s
Place Retail Stores, Inc. common stock, (“The Children’s Place Common Stock”) as
investment options for participants.
Vesting—
Participants are vested immediately in their contributions plus actual earnings
thereon. Non-highly compensated participants are also 100% vested in the
Company’s contribution. For the year ended December 31, 2006, vesting in the
Company’s contribution portion of highly compensated participants’ accounts was
based on years of continuous service, as follows:
|
Years
of Service
|
Vested
Percentage
|
|
1
|
0%
|
|
2
|
25%
|
|
3
|
50%
|
|
4
|
75%
|
|
5
|
100%
|
Participant
Loans—Participants
may borrow from their fund accounts up to a maximum of $50,000 or 50% of their
account balance, whichever is less. The loans are secured by the balance in
the
participant’s account and bear interest at an annual rate of prime plus 1%.
Principal and interest is paid ratably through payroll deductions.
Payment
of Benefits—
On
termination of service due to death, disability, or retirement, a participant
or
participant’s beneficiary upon death may elect to receive either a lump-sum
amount equal to the value of the participant’s vested interest in his or her
account, or annual installments over a ten-year period. For termination of
service for other reasons, a participant may receive the value of the vested
interest in his or her account as a lump-sum distribution.
Forfeited
Accounts—At
December 31, 2006 and 2005, forfeited nonvested accounts totaled $1,574 and
$3,544, respectively. These accounts will be used to reduce future employer
contributions. During the year ended December 31, 2006, employer
contributions were reduced by $75,994 from forfeited nonvested
accounts.
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
Basis
of Accounting—The
accompanying financial statements have been prepared on the accrual basis of
accounting.
Use
of Estimates—The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, and changes therein and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
-7-
As
described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1
and 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
(the
FSP), investment contracts held by a defined-contribution plan are required
to
be reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would receive if
they were to initiate permitted transactions under the terms of the plan. As
required by the FSP, the Statement of Net Assets Available for Benefits presents
the fair value of the investment contracts as well as the adjustment of the
fully benefit-responsive investment contracts from fair value to contract value.
This adjustment has been retrospectively applied to the amounts reported in
the
Statement of Net Assets Available for Benefits as of December 31, 2005. The
Statement of Changes in Net Assets Available for Benefits is prepared on a
contract value basis.
Investment
Valuation and Income Recognition—The
Plan’s investments are stated at fair value and quoted market prices are used to
value investments. The Fidelity Managed Income Portfolio (the “Portfolio”) is
included at fair value with an adjustment to contract value. As of December
31,
2006 and 2005, the contract value of the Plan’s investment in Fidelity Managed
Income Portfolio is $9,669,997 and $8,588,420, respectively.
Shares
of
mutual funds are valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. Participant loans are valued
at
the outstanding loan balances. Purchases and sales of securities are recorded
on
a trade-date basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend 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.
Administrative
Expenses—Administrative
expenses of the Plan are paid by the Plan and the Sponsor as provided in the
Plan document.
Payment
of Benefits—Benefit
payments to participants are recorded upon distribution. As of December 31,
2006
and 2005, there were no amounts allocated to accounts of persons who have
elected to withdraw from the Plan but have not yet been paid.
|
3.
|
RISKS
AND UNCERTAINTIES
|
The
Plan
utilizes various investment instruments, including mutual funds. 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 participant account balances and the amounts
reported in the statement of net assets available for benefits.
|
4.
|
INVESTMENT
CONTRACT
|
The
Fidelity Managed Income Portfolio’s investment objective is to seek preservation
of capital and a competitive level of income over time. The Portfolio is stated
at an estimated fair value based on the unit values of the underlying funds.
To
achieve this investment objective, the Portfolio invests in fixed income
securities or bond funds and may include derivative instruments such as futures
contracts and swap agreements. Also, the Portfolio enters into wrap
contracts.
-8-
The
portfolio is included in the financial statements at contract value as reported
to the Plan by the investment manager. Contract value represents contributions
made under the contract, plus earnings, less participant withdrawals and
administrative expenses. Participants may ordinarily direct the withdrawal
or
transfer of all or a portion of their investment at contract value. There are
currently no reserves against contract values for credit risk of the contract
issuers or otherwise.
Certain
events limit the ability of the Plan to transact at contract value with the
issuer. Such events include the following: (i) the Plan’s failure to qualify
under Section 401(a) or Section 401(k) of the Internal Revenue Code; (ii) the
establishment of a defined contribution plan that competes with the Plan for
employee contributions; (iii) any substantive modification of the Plan or the
administrator of the Plan that is not consented to by the wrap issuer; (iv)
complete or partial termination of the Plan; (v) any change in law, regulation
or administrative ruling applicable to the Plan that could have a material
adverse effect on a portfolio’s cash flow; (vi) merger or consolidation of the
Plan with another plan, the transfer of Plan assets to another plan, or the
sale, spin-off or merger of a subsidiary or division of the Plan sponsor; (vii)
any communication given to participants by the Plan sponsor or any other Plan
fiduciary that is designed to induce or influence participants not to invest
in
a portfolio or to transfer assets out of a portfolio; (viii) exclusion of a
group of previously eligible employees from eligibility in the Plan; (ix) any
early retirement program, group termination, group layoff, facility closing,
or
similar program; or (x) any transfer of assets from a portfolio directly to
a
competing option. The Plan Administrator does not believe that the occurrence
of
any such event, which would limit the Plan's ability to transact at contract
value with participants, is probable.
A
wrap
issuer may terminate a wrap contract for cause at any time.
The
average yield the Portfolio earned was approximately 3.89% and 3.63% at December
31, 2006 and 2005, respectively. The average yield credited to participants
was
approximately 4.27% and 3.65% at December 31, 2006 and 2005, respectively.
-9-
|
5.
|
INVESTMENTS
|
The
Plan’s investments that represented 5% or more of the Plan’s net assets
available for benefits as of December 31, 2006 and 2005, are as
follows:
|
2006
|
2005
|
||||||
|
**Fidelity
Equity Income Fund (105,763 shares and 98,036 shares,
respectively)
|
$
|
6,192,417
|
$
|
5,174,353
|
|||
|
**Fidelity
Diversified International Fund (97,088 shares and 76,190 shares,
respectively)
|
3,587,413
|
2,479,223
|
|||||
|
**Fidelity
Mid-Cap Stock Fund (121,873 shares and 100,365 shares,
respectively)
|
3,551,372
|
2,666,695
|
|||||
|
**†Fidelity
Managed Income Portfolio Fund, at contract value (9,669,997 shares
and
8,588,420 shares, respectively)
|
9,669,997
|
8,588,420
|
|||||
|
**The
Children's Place Common Stock (32,246 shares and 35,079 shares,
respectively)
|
2,048,277
|
1,733,594
|
|||||
|
All
other investments
|
16,446,830
|
11,023,929
|
|||||
|
TOTAL
INVESTMENTS
|
$
|
41,496,306
|
$
|
31,666,215
|
|||
|
**Party-in-interest
|
|||||||
|
†
Fair value of the Fidelity Managed Income Portfolio as of December
31,
2006 and 2005 was $9,573,774 and $8,492,197, respectively.
|
|||||||
During
the year ended December 31, 2006, the Plan’s investments (including gains
and losses on investments bought and sold, as well as held during the year)
appreciated in value as follows:
|
Mutual
Funds
|
$
|
1,829,845
|
||
|
The
Children's Place Common Stock
|
491,673
|
|||
|
Net
appreciation in fair value of investments
|
$
|
2,321,518
|
| 6. |
EXEMPT
PARTY-IN-INTEREST
TRANSACTIONS
|
Certain
Plan investments are shares of mutual funds managed by Fidelity Management
and
Trust Company. Fidelity Management and Trust Company 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, 2006 and 2005, the Plan held 32,246 and 35,079 shares,
respectively, of common stock of The Children’s Place Retail Stores, Inc., the
sponsoring employer, with a cost basis of $928,599 and $885,367, respectively.
-10-
Certain
employees and officers of the Company, who may also be participants in the
Plan,
perform administrative services to the Plan at no cost to the Plan. These
party-in-interest transactions are not deemed prohibited because they are
covered by statutory and administrative exemptions from the Code and the rules
and prohibited transactions of ERISA.
|
7.
|
PLAN
TERMINATION
|
Although
it has not expressed any intention to do so, the Company has the right under
the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions set forth in ERISA. In the event that the Plan is
terminated, participants would become 100% vested in their
accounts.
|
8.
|
FEDERAL
INCOME TAX STATUS
|
The
Plan
itself has not received a determination letter from the IRS. The Plan’s
management believes that the Plan is currently designed and being operated
in
compliance with the applicable requirements of the IRC. Therefore, no provision
for income tax has been included in the Plan’s financial
statements.
|
9.
|
RECONCILIATION
OF FINANCIAL STATEMENTS TO FORM
5500
|
Form
5500
reports the Portfolio at fair value per the Form 5500 instructions; thus the
fair value per the Form is reconciled herein to the contract value shown in
the
Statement of Net Assets Available for Benefits.
Loans
to
participants per the statements of net assets available for benefits differs
from loans to participants per the Form 5500 as of December 31, 2006 and 2005,
because certain conditions apply which cause certain loans to be reported as
a
deemed distribution for tax purposes. The loans are properly reported as a
Plan
asset for financial statement purposes as determined by the written terms of
the
Plan document, related Plan policies and procedures and the loan document.
The
distributions per the statement of changes in net assets available for benefits
differs from the distributions per Form 5500 because these loans were deemed
distributed for tax purposes during the current year.
Additionally,
the stock purchase account is a money market account that is used as a
plan-level account in the recordkeeping of the purchase and sale of fractional
shares of The Children’s Place Common Stock.
The
following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500 as of December 31, 2006 and 2005:
|
2006
|
2005
|
||||||
|
Net
assets available per the financial statements
|
$
|
41,496,306
|
$
|
31,851,982
|
|||
|
Less:
Participant loan amounts deemed distributed for tax
purposes
|
(8,559
|
)
|
(11,592
|
)
|
|||
|
Less:
Adjustment from fair value to contract value for fully benefit-responsive
investment contracts
|
(96,407
|
)
|
-
|
||||
|
Net
assets available for benefits per Form 5500
|
$
|
41,391,340
|
$
|
31,840,390
|
|||
-11-
The
total
interest required to be reported on Form 5500 includes interest bearing cash
in
The Children’s Place Stock Purchase Account and excludes loans that have been
deemed distributed and have had no post-default payment activity. The following
is a reconciliation of interest per the financial statements to Form 5500 for
the year ended December 31, 2006:
|
2006
|
||||
|
Interest
per the financial statements
|
$
|
54,123
|
||
|
Less:
Interest on deemed distributed loans with no post- default
payments
|
(570
|
)
|
||
|
Total
interest per Form 5500
|
$
|
53,553
|
||
The
following is a reconciliation of benefits paid to participants per the financial
statements to Form 5500 for the year ended December 31, 2006:
|
2006
|
||||
|
Benefits
paid to participants per the financial statements
|
$
|
4,723,195
|
||
|
Less:
Prior year participant loans deemed distributed for tax
purposes
|
(11,592
|
)
|
||
|
Add:
Current year participant loans deemed distributed for tax
purposes
|
8,559
|
|||
|
Less:
Interest on deemed loans with no default payments
|
(570
|
)
|
||
|
Less:
Prior year Adjustment from fair value to contract value for fully
benefit-responsive investment contracts
|
(96,223
|
)
|
||
|
Add:
Current year Adjustment from fair value to contract value for fully
benefit-responsive investment contracts
|
96,407
|
|||
|
Benefit
payments to participants per Form 5500
|
$
|
4,719,776
|
||
******
-12-
|
THE
CHILDREN'S PLACE 401(k) SAVINGS PLAN
|
||||
|
FORM
5500, SCHEDULE H, PART IV, LINE 4i -
|
||||
|
SCHEDULE
OF ASSETS (HELD AT END OF YEAR)
|
EIN:
31-1241495
|
|||
|
AS
OF DECEMBER 31, 2006
|
PLAN
No. 001
|
|||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|
|
Identity
of Issue, Borrower,
|
Description
of Investment, Including
|
Cost
|
Current
|
|
|
Lessor
or Similar Party
|
Maturity
Date, Rate of Interest,
|
|
Value
|
|
|
|
Collateral,
Par or Maturity Value
|
|
|
|
*
|
Fidelity
Equity Income Fund
|
Mutual
Fund
|
**
|
$6,192,417
|
|
*
|
Fidelity
Investment Grade Bond Fund
|
Mutual
Fund
|
**
|
1,881,288
|
|
*
|
Fidelity
Blue Chip Growth Fund
|
Mutual
Fund
|
**
|
1,893,331
|
|
*
|
Fidelity
Low Priced Stock Fund
|
Mutual
Fund
|
**
|
1,501,690
|
|
*
|
Fidelity
Diversified International Fund
|
Mutual
Fund
|
**
|
3,587,413
|
|
*
|
Fidelity
Dividend Growth Fund
|
Mutual
Fund
|
**
|
1,144,496
|
|
*
|
Fidelity
Small Cap Independent Fund
|
Mutual
Fund
|
**
|
1,056,672
|
|
*
|
Fidelity
Mid-Cap Stock Fund
|
Mutual
Fund
|
**
|
3,551,372
|
|
*
|
Fidelity
Freedom Income Fund
|
Mutual
Fund
|
**
|
141,076
|
|
*
|
Fidelity
Freedom 2000 Fund
|
Mutual
Fund
|
**
|
138,297
|
|
*
|
Fidelity
Freedom 2010 Fund
|
Mutual
Fund
|
**
|
602,266
|
|
*
|
Fidelity
Freedom 2020 Fund
|
Mutual
Fund
|
**
|
1,199,223
|
|
*
|
Fidelity
Freedom 2030 Fund
|
Mutual
Fund
|
**
|
1,181,300
|
|
*
|
Fidelity
Freedom 2040 Fund
|
Mutual
Fund
|
**
|
696,418
|
|
*
|
Fidelity
Freedom 2005 Fund
|
Mutual
Fund
|
**
|
64,449
|
|
*
|
Fidelity
Freedom 2015 Fund
|
Mutual
Fund
|
**
|
808,645
|
|
*
|
Fidelity
Freedom 2025 Fund
|
Mutual
Fund
|
**
|
614,970
|
|
*
|
Fidelity
Freedom 2035 Fund
|
Mutual
Fund
|
**
|
578,788
|
|
*
|
Fidelity
Managed Income Portfolio
|
Common/Collective
Fund
|
**
|
9,573,774
|
|
Spartan
US Equity Index Fund
|
Mutual
Fund
|
**
|
917,004
|
|
|
AMR
Small Cap Value Fund
|
Mutual
Fund
|
**
|
865,824
|
|
|
*
|
The
Children's Place Common Stock
|
Common
Stock
|
**
|
2,048,277
|
|
*
|
The
Children’s Place Stock Purchase Acct.
|
Interest
Bearing Cash
|
**
|
225
|
|
*
|
Loans
to Participants
|
Loan
Fund - Participant Loans at
|
**
|
|
|
interest
rates ranging from 5% to 10%
|
||||
|
maturity
dates from 2007 to 2016
|
1,152,125
|
|||
|
TOTAL
INVESTMENTS
|
$41,391,340
|
|||
|
*Party
in interest
|
|||||
|
**Cost
information is not required for participant directed investments,
and is
therefore not included.
|
-13-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed by the undersigned, hereunto duly
authorized.
| The Children’s Place 401(k) Savings Plan | ||
| |
|
|
| By: | /s/ Susan Riley | |
| Executive Vice President, Finance & Administration | ||
-14-
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-85834) pertaining to Children’s Place Retail Stores, Inc. of our
report dated June 28, 2007, with respect to the financial statements and
supplemental schedules of The Children’s Place 401(k) Savings Plan included in
this Annual Report (Form 11-K) for the year ended December 31,
2006.
/s/
Amper, Politziner & Mattia, P.C.
Edison,
New Jersey
June
28,
2007
-15-
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in Registration Statement No.
333-85834 on Form S-8 of our report dated June 28, 2006 (which report expresses
an unqualified opinion and includes an explanatory paragraph that the effects
of
the adjustments to retrospectively apply the change in accounting discussed
in
Note 2 to the financial statements were audited by other auditors), appearing
in
this Annual Report on Form 11-K of The Children’s Place 401(k) Savings Plan for
the year ended December 31, 2006.
/s/
Deloitte & Touche LLP
Parsippany,
New Jersey
June
29,
2007
-16-