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 13, 2005
Gottschalks Inc.
(Exact
name of registrant as specified in its charter)
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7 River Park Place East
Fresno, California
93720
(Address of principal executive offices including zip code)
(559) 434-4800
(Registrant's telephone number, including area code)
Not Applicable
(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:
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))
Item 2.02 Results of Operations and Financial Condition The Company has issued a press release attached hereto as
Exhibit 99.1 and incorporated herein by reference regarding its financial results for the fiscal
years ended January 29, 2005, January 31, 2004 and February 1, 2003. Item 4.02 (a) Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Report. On April 11, 2005, management of Gottschalks Inc.
("Gottschalks" or the "Company"), after discussion with the Audit Committee of
our Board of Directors, determined that previously issued financial information as of January 31,
2004 and for the years ended January 31, 2004 (fiscal 2003), and February 1, 2003 (fiscal 2002), and
the first three quarters of the year ended January 29, 2005 (fiscal 2004) should be restated to
reflect the correction of errors related to our accounting for real estate leases and leasehold
improvements. Accordingly, the previously issued financial statements for those years in our
previously filed Annual Reports on Form 10-K and related reports of independent registered public
accountant and for those quarters contained in our Quarterly Reports on Form 10-Q should no longer
be relied upon. The Chairman of the Audit Committee has discussed these matters with our
independent registered public accounting firm. The Company will restate its financial statements
for those years and quarters for the adjustments discussed below in connection with filing its
Annual Report on Form 10-K for the fiscal year ended January 29, 2005. Corrections to the Company's lease accounting policies include an adjustment to
depreciation expense to correct the depreciable lives being used for certain leasehold costs and
improvements, and to the recording of certain tenant allowances and construction reimbursements, as
reductions in rent expense that had previously been recorded as reductions in the cost of the
underlying constructed assets. In addition, the restatement includes adjusting lease terms, as
defined in Statement of Financial Accounting Standards No. 13, "Accounting for Leases," as
amended, of certain leases to include bargain renewal option periods where exercise of the options
would be reasonably assured, and recognizing the straight-line effect over the lease term of such
changes in rents during the option periods. INDEX TO EXHIBITS Exhibit No. Description 99-1 Press Release dated April 13, 2005. Also provided in PDF format as a courtesy. 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 thereunto duly authorized.
Gottschalks Inc. By: /s/ James R. Famalette By: /s/ J. Gregory Ambro
(Registrant)
April 13, 2005
James R. Famalette
President and
Chief Executive Officer
April 13, 2005
J. Gregory Ambro
Chief Financial Officer