-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NVjPw2RcCeYVGF+qAfFVJg89oiodV4z2dbFEAqqaEfaJC37ksyDTcRBPknP0CQDr kSnT6orZ4YoZfqac2YywyA== 0001015402-05-001088.txt : 20050308 0001015402-05-001088.hdr.sgml : 20050308 20050308132828 ACCESSION NUMBER: 0001015402-05-001088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050307 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 99 CENTS ONLY STORES CENTRAL INDEX KEY: 0001011290 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 952411605 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11735 FILM NUMBER: 05666194 BUSINESS ADDRESS: STREET 1: 4000 EAST UNION PACIFIC AVE CITY: CITY OF COMMERCE STATE: CA ZIP: 90023 BUSINESS PHONE: 3239808145 MAIL ADDRESS: STREET 1: 4000 EAST UNION PACIFIC AVENUE CITY: CITY OF COMMERCE STATE: CA ZIP: 90023 8-K 1 main-body.txt 99 CENTS ONLY 8-K 3-7-2005 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): March 7, 2005 99 CENTS ONLY STORES (Exact Name of Registrant as Specified in Charter) California 1-11735 95-2411605 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4000 East Union Pacific Avenue City of Commerce, California 90023 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (323) 980-8145 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): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events On March 7, 2005, 99 Cents Only Stores (the "Company") issued a press release announcing a potential restatement of its financial statements and a delay in its earnings release and filing of Form 10-K, and providing an update on Sarbanes-Oxley compliance. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description 99.1 Press release dated March 7, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 99 CENTS ONLY STORES Date: March 8, 2005 By: /S/ ERIC SCHIFFER --------------------------------- Eric Schiffer Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated March 7, 2005 EX-99.1 2 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 99 CENTS ONLY STORES ANNOUNCES A POTENTIAL RESTATEMENT OF ITS FINANCIAL STATEMENTS AND A DELAY IN ITS EARNINGS RELEASE AND FILING OF FORM 10-K. CITY OF COMMERCE, CA - March 7, 2005 - 99 Cents Only Stores(R) (NYSE:NDN) announces a potential restatement of its financial statements and a delay in its earnings release and filing of Form 10-K. Potential Restatement of Previously Issued Financial Statements The Company is evaluating certain lease and depreciation issues, which may result in restatement of previously issued financial statements. In light of views expressed by the Chief Accountant of the Securities and Exchange Commission in a February 7, 2005 letter to the American Institute of Certified Public Accountants regarding certain operating lease issues and their application under generally accepted accounting principles, the Company is analyzing its method of accounting for leasehold improvements funded by either landlord incentives or allowances under operating leases (tenant improvement allowances) and its method of accounting for rent holidays. Additionally, the Company is reviewing certain depreciation issues related to prior periods to determine whether adjustments to previously issued financial statements will be required. These potential adjustments are non-cash and have no significant impact on the Company's cash flows, cash position, revenues or same store sales. Sarbanes Oxley Compliance Update As an "accelerated filer," the Company is required to comply with Section 404 of the Sarbanes Oxley Act of 2002 for the year ended December 31, 2004. Management has substantially completed its assessment of the internal controls over financial reporting for the year ended December 31, 2004. Based on the work performed to date on internal controls, management did not complete the necessary testing of its internal controls over financial reporting as of December 31, 2004. Therefore, the Company's independent accountants are unable to complete their audit of management's assessment of the internal controls over financial reporting. Further, management has identified material weaknesses as defined by the Public Company Accounting Oversight Board. These material weaknesses relate to (i) deficiencies in the internal control environment; (ii) deficiencies in the design, documentation and execution of significant control activities; and (iii) deficiencies in the management information systems and information technology. The Company has been advised by its independent accountants that they will disclaim an opinion on management's assessment of internal controls because of the scope limitation and express an adverse opinion on the effectiveness of internal controls as of December 31, 2004 because of material weaknesses. Delay in Earnings Release and Filing Form 10-K The Company announces that in consideration of the various issues indicated in this release, there will be a delay in the timing of the previously announced Earnings Release and Earnings Call. The Company will be extending the time required to file the Form 10-K by filing Form 12b-25 with the Securities and Exchange Commission and will announce the timing of the Earnings Release and Earnings Call at a later date. 99 Cents Only Stores, the nation's oldest existing one-price retailer, operates 223 retail stores in California, Texas, Arizona and Nevada and a wholesale division called Bargain Wholesale. 99 Cents Only Stores emphasizes name-brand consumables, priced at an excellent value, in attractively merchandised stores. Special Note Regarding Forward-Looking Information We have included statements that constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act and Section 27A of the Securities Act. The words "expect," "estimate," "anticipate," "predict," "believe" and similar expressions and variations thereof are intended to identify forward-looking statements. Such statements appear in a number of places in this release and include statements regarding the intent, belief or current expectations of 99 Cents Only Stores (the " Company"), its directors or officers with respect to, among other things (a) trends affecting the financial condition or results of operations of the Company, (b) the business and growth strategies of the Company, and (c) the status of the Company's compliance with Section 404 of the Sarbanes Oxley Act of 2002. The shareholders of the Company are cautioned not to put undue reliance on such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in this release, for the reasons, among others, discussed in the reports and other documents the Company files from time to time with the Securities and Exchange Commission, including the risk factors contained in the Section - "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. NOTE TO EDITORS: 99 CENTS ONLY STORES(R) NEWS RELEASES AND INFORMATION AVAILABLE ON THE INTERNET AT WWW.99ONLY.COM CONTACT: 99 CENTS ONLY STORES(R), CITY OF COMMERCE, CALIFORNIA, ALBERT LEE, INVESTOR RELATIONS 323/881-9962 -99 CENTS-- -----END PRIVACY-ENHANCED MESSAGE-----