UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) April 11, 2006
(April 5, 2006)
Retail Ventures, Inc.
(Exact name of registrant as specified in its charter)
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| Ohio
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1-10767
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20-0090238 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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( IRS Employer
Identification No.) |
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| 3241 Westerville Road, Columbus, Ohio
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43224 |
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| (Address of principal executive offices)
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(Zip Code) |
(614) 471-4722
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
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ITEM 4.02
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NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR
COMPLETED INTERIM REVIEW. |
(a) In 2005, in connection with management’s assessment of internal controls pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002, the Company
identified a material weakness with
regard to its deferred tax account balances. This material weakness
had been previously
disclosed by the Company in its Form 10-Q/A for the quarter ended July 30, 2005 as filed with the
SEC on December 8, 2005. As part of the additional controls and procedures put into place to
remediate the material weakness, management undertook a project to reconcile the deferred tax account
balances. At a meeting held on April 5, 2006, management advised the
Audit Committee that, based upon the results of such project, it had made a determination that its
deferred tax account balances required adjustment and that the material weakness existed as of
January 29, 2005.
At the April 5, 2006 meeting, management and the Audit Committee discussed these issues, and
the Audit Committee concurred with management’s determination that the Company’s accounting for
these items was incorrect and that the Company’s previously issued audited consolidated financial
statements as of January 29, 2005 and January 31, 2004 and
for each of the three years ended January 29,
2005, January 31, 2004 and February 1, 2003, and its interim unaudited condensed consolidated
financial statements included in the Quarterly Reports on Form 10-Q
for the periods ended October 29, 2005,
July 30, 2005 and April 30, 2005, should be restated and should no longer be relied upon. The
Company discussed this matter with Deloitte & Touche LLP, its independent registered public
accounting firm, who advised the Company that its associated reports
should no longer be relied upon.
The Company is restating for errors identified in its deferred tax accounts pertaining to (i)
differences between the income tax basis and the financial reporting basis of certain assets and
liabilities and (ii) differences between the income tax basis and the financial reporting basis of
long-lived assets that were not reconciled to the deferred tax balances.
The correction of the above-noted errors, as reflected in the beginning fiscal year 2002
retained earnings, reduced deferred income tax assets by $6.9 million, increased accrued taxes by
$0.6 million and reduced retained earnings by $7.5 million, respectively. This adjustment had no
effect on the previously reported net loss in the three years ended January 29, 2005, January 31,
2004 and February 1, 2003 and had no effect on net cash or the income tax returns filed by the
Company.
The Company will file a Form 10-K/A amending its
Annual Report on Form 10-K/A for its fiscal year ended January 29, 2005, and Forms 10-Q/A amending
its Quarterly Reports on Form 10-Q for the first three fiscal quarters of 2005, with restated
consolidated financial statements.
The Form 10-K/A will disclose management’s determination that (i) the errors in deferred tax
accounts were identified as a result of additional controls and procedures put into place to
remediate the material weakness related to deferred tax balances and as a result of this
remediation effort, in the Company’s best judgment, it has eliminated the aforementioned material
weakness, and (ii) the adjustments to beginning fiscal year 2002 shareholders’ equity with
respect to the deferred tax adjustments are not material to any individual interim or annual
period.