SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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LINENS 'N THINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12381 22-3463939
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
6 Brighton Road, Clifton, New Jersey 07015
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 778-1300
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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 Instructions 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))
SECTION 2 - FINANCIAL INFORMATION
Item 2.02 Results of Operations and Financial Condition
Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release
of Linens 'n Things, Inc. (the "Company") dated March 10, 2005, updating the
Company's sales and earnings guidance for first quarter fiscal 2005.
SECTION 4 - Matters Related to Accountants and Financial Statements
Item 4.02 Non-Reliance on Previously Issued Financial Statements of a Related
Audit Report or Completed Interim Review.
(a) As discussed in its press release dated March 10, 2005, 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, the Company
reviewed its lease accounting practices. The Company will correct the way it
accounts for its leases and landlord allowances, specifically the accounting for
straight-line rent expense and landlord allowances.
On March 7, 2005, management and the Audit Committee discussed the issues
regarding the Company's method of accounting for leases and landlord allowances
with the Company's independent registered public accounting firm and determined
that the Company's accounting for these items is 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 upcoming 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. Accordingly, the consolidated
financial statements for those periods should no longer be relied upon. Further,
management and the Audit Committee have determined that the Company's unaudited
consolidated financial results included in the Company's press release issued on
February 2, 2005 should likewise no longer be relied upon. The Company's Annual
Report of Form 10-K for the fiscal year ended January 1, 2005 will include
disclosure of the effects of the adjustments on the financial statements of each
of the periods included in the audited financial statements.
On March 10, 2005, the Company issued a press release describing the matters
discussed above, a copy of which is attached to this Form 8-K as Exhibit 99.1.
In its Annual Report on Form 10-K for the fiscal year ended January 1, 2005, the
Company's management will be required to provide an assessment of the
effectiveness of the Company's internal control over financial reporting, and
the Company's independent registered public accountants will be required to
audit management's assessment. Public Company Accounting Oversight Board
("PCAOB") Auditing Standard No. 2 identifies a number of circumstances that,
because of their likely significant negative effect on internal control over
financial reporting, are to be regarded as strong indicators that a material
weakness in internal control over financial reporting exists, including the
restatement of previously issued financial statements to reflect the correction
of a misstatement. Management has evaluated the impact of the aforementioned
restatement on the Company's assessment of its system of internal control over
financial reporting and has concluded that the control deficiency that resulted
in the incorrect lease accounting represented a material weakness in internal
control over financial reporting as of January 1, 2005.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of Linens 'n Things, Inc. dated March 10, 2005.
SIGNATURE
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.
LINENS 'N THINGS, INC.
Dated: March 11, 2005 By: /s/ William T. Giles
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Name: William T. Giles
Title: Executive Vice President,
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Linens 'n Things, Inc. dated March 10, 2005.