-----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, PZ4xSmlWdb5Be9ZhV/00/KtB8d4cEctjeH7/uvMqAmRNJiN+VPQXYYinyTkFPCmK 2vdZTc1lrfZcjM82Ytg22g== 0001214659-05-000415.txt : 20050317 0001214659-05-000415.hdr.sgml : 20050317 20050317123628 ACCESSION NUMBER: 0001214659-05-000415 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050101 FILED AS OF DATE: 20050317 DATE AS OF CHANGE: 20050317 EFFECTIVENESS DATE: 20050317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINENS N THINGS INC CENTRAL INDEX KEY: 0001023052 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 223463939 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12381 FILM NUMBER: 05688057 BUSINESS ADDRESS: STREET 1: 6 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07015 BUSINESS PHONE: 9737781300 MAIL ADDRESS: STREET 1: 6 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07015 NT 10-K 1 a3165312b.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  

FORM 12b-25


NOTIFICATION OF LATE FILING


(Check one): [X]  Form 10-K  [   ]  Form 20-F  [   ]  Form 11-K  [   ]  Form 10-Q  [   ]  Form N-SAR  [   ]  Form N-CSR


  For Period Ended:  January 1, 2005
[   ]      Transition Report on Form 10-K
[   ]      Transition Report on Form 20-F
[   ]      Transition Report on Form 11-K
[   ]      Transition Report on Form 10-Q
[   ]      Transition Report on Form N-SAR
  For the Transition Period Ended: ________________________________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


PART I — REGISTRANT INFORMATION

Linens 'n Things, Inc.
Full Name of Registrant


Former Name if Applicable

6 Brighton Road 
Address of Principal Executive Office (Street and Number)

Clifton, New Jersey 07015
City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


    (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

[X]  
  (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
    (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Additional time is required in order for Linens 'n Things, Inc. (the "Company") to file its Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (the "Form 10-K").  The Form 10-K is due to be filed with the Securities and Exchange Commission (the "SEC") on March 17, 2005.  The Company now expects to file the Form 10-K on or before April 1, 2005.

As discussed in its press release dated March 10, 2005, as a result of the February 7, 2005 letter from the Office of the Chief Accountant of the SEC to the American Institute of Certified Public Accountants, which clarified existing generally accepted accounting principles applicable to leases, the Company reviewed its lease accounting practices.  The Company will correct the way it accounts for its leases and landlord allowances.

On March 7, 2005, the Company's management discussed the issues regarding the Company's method of accounting for leases and landlord allowances with the Audit Committee of the Board of Directors and with the Company's independent registered public accounting firm. Management determined that the Company's accounting for these items was not consistent with the views expressed by the SEC.  Accordingly, management and the Audit Committee concluded that the Company will restate its annual financial statements for all fiscal years presented in its Annual Report on Form 10-K for the fiscal year ended January 1, 2005, other than fiscal year 2004, and will restate its quarterly financial statements for the four quarters of fiscal year 2003 and the first three quarters of fiscal year 2004.  On March 10, 2005, the Company issued a press release describing the matters discussed above.

The Company had a short period of time remaining before the due date of Form 10-K in which to complete the restatement and the related Form 10-K disclosures and within which to permit its independent registered public accounting firm to complete its audit.  While this process is nearly completed, the circumstances described above prevented the Company from completing the process and filing its Form 10-K in a timely manner without unreasonable effort and expense to the Company.      


PART IV — OTHER INFORMATION


(1)

Name and telephone number of person to contact in regard to this notification


  William T. Giles
(973)
614-2081
(Name) (Area Code) (Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).      Yes [X]   No [   ]


 
(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

  Yes [_]   No [X]* 

         Net sales for the year ended January 1, 2005 ("fiscal 2004") were $2,661.5 million compared to $2,395.3 million for the year ended January 3, 2004 ("fiscal 2003").  Gross profit for fiscal 2004 was $1,071.8 million compared to $968.4 million for fiscal 2003. SG&A expenses for fiscal 2004 were $970.7 million compared to $847.1 million for fiscal 2003. Net income for fiscal 2004 was $60.4 million compared to $72.6 million for fiscal 2003.  The foregoing amounts are unaudited.

* See also press release attached as Exhibit A hereto.

 
 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.



Linens 'n Things, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:  March 17, 2005 By /s/ William T. Giles                        
 

      William T. Giles

       Executive Vice President and

       Chief Financial Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.


ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS


1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

5. Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).
EX-99 2 exa.htm EXHIBIT A

Exhibit A

Linens ‘n Things Updates First Quarter Guidance and Announces
Changes in Accounting for Leases



CLIFTON, N.J.--(BUSINESS WIRE)--March 10, 2005--Linens 'n Things, Inc. (NYSE: LIN)

        Linens ‘n Things announced that it is updating its guidance for earnings per share for the first quarter ending April 2, 2005. In addition, based on a review of its lease accounting practices, the Company has determined, like many companies in the retail industry, that its current method of accounting for leases and landlord allowances is not consistent with the views recently expressed by the SEC. As a result, the Company will restate its financial statements for prior fiscal years and periods as required. The adjustments will have no effect on historical or future net cash flows or the timing of payments under the related leases.

        Updated First Quarter 2005 Business Outlook

        The Company is updating its first quarter 2005 earnings guidance to a loss in the range of $0.08 to $0.12, from the previous outlook of income of $0.06 to $0.09 per fully diluted share. Comparable store net sales for the first quarter are expected to decline in the mid-single digit range. Norman Axelrod, Chairman and Chief Executive Officer, commented “Our overall sales performance was primarily impacted by a decline in guest traffic. Our fashion textiles business was particularly challenging as we continue to transition our assortments. Operating margin declined due to the deleverage of operating expenses, however, our gross margin rate remained healthy. Keep in mind, the first quarter represents the smallest portion of our annual sales and earnings and therefore, we still have the majority of our sales and earnings opportunities ahead of us.” First quarter 2005 current guidance reflects an earnings reduction of approximately $0.02 per fully diluted share due to the corrected method of accounting for leases as more fully described below. The Company expects to report its first quarter results and will update its full year 2005 business outlook on Wednesday, April 20, 2005.

        Accounting for Certain Store Leases

        The Company has reviewed its lease accounting practices as a result of the February 7th letter from the Office of the Chief Accountant of the SEC to the American Institute of Certified Public Accountants, which clarified existing generally accepted accounting principles applicable to leases.

        Like many companies in the retail industry, the Company has determined that its current method of accounting for leases and landlord allowances is not consistent with the views expressed by the SEC. The Company has discussed these accounting issues with the audit committee and the Company’s external auditor, KPMG LLP, and has determined that it will correct its method of accounting for leases and landlord allowances. The Company will restate its annual financial statements for all fiscal years presented in its upcoming 2004 10-K. It will also restate its quarterly financial statements for the four quarters of fiscal 2003 and the first three quarters of fiscal 2004. Fiscal year 2004 financial statements will effectively be restated from the unaudited financial statements on which the Company’s February 2, 2005 earnings release were based. The adjustments will have no effect on historical or future net cash flows or the timing of payments under the related leases.

 


        Historically, the Company has recorded rent expense commencing as of the store opening date, as opposed to when the Company took possession of the property. The Company’s landlords typically provide access to the leased property free-of-charge for a period of time before the store opening so that the Company can build out or fixture the store and stock it with merchandise. The Company will now include this period in calculating straight-line rent expense and amortization of landlord allowances.

        The Company will correct its accounting to recognize rent expense on a straight-line basis over the expected lease term, including cancelable option periods where in those instances exercising such options is reasonably assured. Previously, the Company did not include these cancelable option periods in calculating straight-line rent expense.

        The Company will also be correcting its method of classifying landlord allowances. For new stores, the Company generally receives allowances from landlords for the construction of leasehold improvements. Historically, landlord allowances have been classified on the Company’s balance sheets as reductions of property and equipment, and have been classified as a reduction in capital expenditures on the Company’s statements of cash flows. However, Linens ‘n Things will now classify landlord allowances as a deferred rent credit reflected in long-term liabilities on the balance sheet, and as an operating activity on the statements of cash flows. This adjustment will increase both property and equipment and other long-term liabilities on the balance sheet by approximately $176 million as of fiscal year end 2004. The correction will have no material impact on the Company’s statements of operations in 2004 or prior years and will not impact historical or future net cash flows.

        The restatement will increase SG&A expense for fiscal years 2002, 2003 and 2004 by approximately $5 million, $4 million and $4 million, respectively. Diluted net earnings per share will decrease by approximately $0.07, $0.06 and $0.05 for the fiscal years 2002, 2003 and 2004, respectively. Currently, the Company anticipates a similar increase in non-cash SG&A expense of approximately $0.04 in fiscal 2005, which includes a $0.02 impact for the first quarter of fiscal 2005. The cumulative impact of the correction of accounting for leases will decrease retained earnings by approximately $23 million as of January 1, 2005. Other, immaterial reclassifications and adjustments will be recorded for all periods presented.

        The adjustments do not have any impact on the Company’s previously reported comparable net sales, net sales, net cash flow or actual lease payments.

        Linens ‘n Things, with 2004 sales of $2.7 billion, is one of the leading, national large format retailers of home textiles, housewares and home accessories. As of January 1, 2005 the Company was operating 492 stores in 45 states and five provinces across the United States and Canada. More information about Linens ‘n Things can be found online at www.lnt.com.

        This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The statements are made a number of times and may be identified by such forward-looking terminology as “expect,” “believe,” “may,” “intend,” “plan,” “target,” “outlook,” “comfortable with” and similar terms or variations of such terms. All of our information and statements regarding our outlook for the future including future revenues, comparable sales performance, earnings and other future financial condition, impact, results and performance, constitutes forward-looking statements. All our forward-looking statements are based on our current expectations, assumptions, estimates and projections about our Company and involve certain significant risks and uncertainties, including the status of our accounting review as described above and the possibility of additional changes as we complete our review of operating leases; the possibility that our independent auditors may identify additional issues or other considerations while they complete their review of our information concerning our operating leases; the possible adverse effect of the Company’s determination that, based on the need for restatement, the Company has a material weakness in its


internal control over financial reporting; levels of sales, store traffic, the results and success of our holiday selling season, acceptance of product offerings and fashions and our ability to anticipate and successfully respond to changing consumer tastes and preferences, our ability to anticipate and control our operating and selling expenses, the success of our new business concepts, seasonal concepts and new brands, the performance of our new stores, substantial competitive pressures from other home furnishings retailers, the success of the Canadian expansion, availability of suitable future store locations, schedule of store expansion and of planned closings, the impact of the bankruptcies and consolidations in our industry, unusual weather patterns, the impact on consumer spending as a result of the slower consumer economy, a highly promotional retail environment, any significant variations between actual amounts and the amounts estimated for those matters identified as our critical accounting estimates as well as other significant accounting estimates made in the preparation of our financial statements and our ability to successfully implement our strategic initiatives. With respect to the anticipated impact of the lease-related accounting adjustments, the risks also relate to the finalization and audit of the applicable amounts, which have not yet been completed.

        If these or other risks or uncertainties materialize, or if our estimates or underlying assumptions prove inaccurate, actual results could differ materially from any future results, express or implied by our forward-looking statements. These and other important risk factors are included in the “Risk Factors” section of the Company’s Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on June 18, 2002 and are contained in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. You are urged to consider all such factors. In light of the substantial uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved. The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements, even if such results or changes make it clear that any projected results will not be realized.

       Our outlook and other forward-looking statements are as of the date of this release only.

       CONTACT:   Linens 'n Things, Inc.

                              William T. Giles, 973-815-2929

                              Chief Financial Officer

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