-----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, Bop45SbT94c970gheCfarcNEgGCUnU2Uyc2hWamn63WqFnxHkDu/g58fj9qQ1OVk GsDjjJWQUBdANfHRNWrEbQ== 0000950123-04-013347.txt : 20041110 0000950123-04-013347.hdr.sgml : 20041110 20041110092507 ACCESSION NUMBER: 0000950123-04-013347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041109 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041110 DATE AS OF CHANGE: 20041110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 138053260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 041131481 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2018653800 MAIL ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 8-K 1 y68602ae8vk.txt FORM 8-K 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): November 9, 2004 ----------------- Hanover Direct, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) 1-12082 ------------------------ (Commission File Number) Delaware 13-0853260 - ---------------------------- ---------------------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation) Identification Number) 115 River Road, Building 10 Edgewater, New Jersey 07020 - ---------------------------- ---------- (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code: (201) 863-7300 --------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS ITEM 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. (a) During a review of the Company's financial results for the quarter ended September 25, 2004, Hanover Direct, Inc. discovered an error in the accounting treatment of discount obligations due to members of certain of the Company's buyer's club programs for three of its catalogs since 1998. The cumulative impact of this error as of September 25, 2004 is in the process of being estimated by the Company. However, it did result in the overstatement of revenues and the omission of the related liability for discount obligations for fiscal periods as early as 1998. The final determination of the error is subject to completion of the Company's currently ongoing review of the issue and the completion by its independent registered public accountants of their audit and review of the figures. Although the Company is currently assessing the materiality of the error on specific periods, management, after consultation with the Audit Committee of the Company's Board of Directors, determined that the anticipated impact of the cumulative adjustment would be significant to operating results in 2004. As a result, on November 9, 2004, management and the Audit Committee concluded that the Company's financial statements for the fiscal years ended December 25, 1999, December 30, 2000, December 29, 2001, December 28, 2002 and December 27, 2003 and the fiscal quarters ended March 29, 2003, June 28, 2003, September 27, 2003, March 27, 2004 and June 26, 2004 should no longer be relied upon and should be restated. On November 9, 2004, the Company's Audit Committee discussed the matters disclosed in this Item 4.02(a) with the Company's independent registered public accounting firm, KPMG LLP. KPMG LLP is currently reviewing the Company's revised financial statements and related footnote disclosure. The Company's decision to restate previously issued financial statements was based on its current assessment of the impact on its previously issued financial statements as well as the financial statements for the quarter ended September 25, 2004 and the full year ended December 25, 2004. The Company will file the restated audited financial statements and related auditors' report by amending its Annual Report on Form 10-K for the fiscal year ended December 27, 2003 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 27, 2004 and June 26, 2004. In addition, the Company will also make other adjustments to reflect the restatements previously disclosed in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2004 due to the revenue recognition cut-off issue it identified during the second quarter of 2004 that resulted in revenue being recorded in advance of the actual shipment of merchandise to the customer. The affected prior quarters' and annual periods' results were previously restated in this June 26, 2004 Quarterly Report on Form 10-Q. On November 10, 2004, the Company issued a press release announcing the restatement of its financial results for the years 1999, 2000, 2001, 2002 and 2003 and the first two quarters of 2004. A copy of the press release is furnished as Exhibit 20.1 to this Current Report on Form 8-K. This Current Report on Form 8-K and the press release contain statements intended as "forward-looking statements," which are subject to the cautionary statements about forward-looking statements set forth in the press release. The Company announced that it has filed a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission seeking to extend the deadline for filing its Quarterly Report on Form 10-Q for the fiscal quarter ended September 25, 2004 up to five calendar days. The Company requires additional time to calculate accurately the precise impact of the unearned discounts resulting in merchandise credits due to members of certain of the Company's buyer's club programs on the historical financial statements. The Company will file its Form 10-Q for the fiscal quarter ended September 25, 2004 as soon as it is able. SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 20.1 -- Press Release dated November 10, 2004 of Hanover Direct, Inc. 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. HANOVER DIRECT, INC. --------------------------------------- (Registrant) November 10, 2004 By: /s/ Charles E. Blue --------------------------------------- Name: Charles E. Blue Title: Senior Vice President and Chief Financial Officer EX-20.1 2 y68602aexv20w1.txt PRESS RELEASE Exhibit 20.1 [HANOVER DIRECT LOGO] FOR IMMEDIATE RELEASE CONTACT: Hanover Direct, Inc The MWW Group Charles E. Blue Rich Tauberman S.V.P. & Chief Financial Officer Tel: (201) 507-9500 Tel: (201) 272-3389 Hanover Direct Announces the Filing of a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission and the Restatement of its Financial Statements EDGEWATER, NJ, November 10, 2004 - Hanover Direct, Inc. today announced that management and the Audit Committee of the Board of Directors concluded that the Company's financial statements for the fiscal years ended December 25, 1999, December 30, 2000, December 29, 2001, December 28, 2002 and December 27, 2003 and the fiscal quarters ended March 29, 2003, June 28, 2003, September 27, 2003, March 27, 2004 and June 26, 2004 should no longer be relied upon and should be restated as a result of an error in the accounting treatment of discount obligations due to members of certain of the Company's buyer's club programs for three of its catalogs since 1998. The cumulative impact of this error as of September 25, 2004 is in the process of being estimated by the Company. However, it did result in the overstatement of revenues and the omission of the related liability for discount obligations for fiscal periods as early as 1998. The final determination of the error is subject to completion of the Company's currently ongoing review of the issue and the completion by its independent registered public accountants of their audit and review of the figures. The Company's decision to restate previously issued financial statements was based on its current assessment of the anticipated impact of the cumulative correction on the Company's 2004 financial statements. The Company will file the restated audited financial statements and related auditors' report by amending its Annual Report on Form 10-K for the fiscal year ended December 27, 2003 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 27, 2004 and June 26, 2004 as promptly as practicable. The Company also announced that it has filed a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission seeking to extend the deadline for filing its Quarterly Report on Form 10-Q for the fiscal quarter ended September 25, 2004 up to five calendar days in order to calculate accurately the precise impact of the discount obligations due to members of certain of the Company's buyer's club programs on the historical financial statements. The Company will file its Form 10-Q for the fiscal quarter ended September 25, 2004 as soon as it is able. About Hanover Direct, Inc. Hanover Direct, Inc. (AMEX: HNV) and its business units provide quality, branded merchandise through a portfolio of catalogs and e-commerce platforms to consumers, as well as a comprehensive range of Internet, e-commerce, and fulfillment services to businesses. The Company's catalog and Internet portfolio of home fashions, apparel and gift brands include Domestications, The Company Store, Company Kids, Silhouettes, International Male, Scandia Down, and Gump's By Mail. The Company owns Gump's, a retail store based in San Francisco. Each brand can be accessed on the Internet individually by name. Keystone Internet Services, LLC (www.keystoneinternet.com), the Company's third party fulfillment operation, also provides the logistical, IT and fulfillment needs of the Company's catalogs and web sites. Information on Hanover Direct, including each of its subsidiaries, can be accessed on the Internet at www.hanoverdirect.com. Forward Looking Statements Certain statements included in this press release are intended as "forward-looking statements." These statements include assumptions, expectations, predictions, intentions or beliefs about future events, particularly the statements concerning the anticipated impact on revenues of the restatement and the timing of the Company's restatement of its financial statements. The Company cautions that actual future results may vary materially from those expressed or implied in any forward-looking statements. More information and the risks and uncertainties relating to these forward-looking statements are found in the Company's SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 27, 2003 and its Quarterly Report on Form 1-Q for the fiscal quarter ended June 25, 2004 which are available free of charge on the SEC's web site at http://sec.gov. The Company expressly disclaims any obligation to update any forward-looking statements contained in this news release to reflect events or circumstances that may arise after the date of this release, except as otherwise required by applicable law. ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----