Retail Ventures, Inc. 11-K
Table of Contents

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

     
þ
  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
   
 
  For the fiscal year ended December 31, 2004
 
   
 
  OR
 
   
o
  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
   
 
  For the transition period from _________to _________

Commission File Number: 1-10767

     A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

The Profit Sharing and 401(k) Plan

     B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Retail Ventures, Inc.

3241 Westerville Rd.
Columbus, Ohio 43224
 
 

 


Table of Contents

The Profit Sharing and 401(k) Plan

Financial Statements as of and for the Years Ended December 31, 2004 and 2003, Supplemental Schedule as of December 31, 2004, and Report of Independent Registered Public Accounting Firm

 


THE PROFIT SHARING AND 401(k) PLAN

TABLE OF CONTENTS

 
         
    Page
    1  
 
       
FINANCIAL STATEMENTS:
       
 
       
    2  
 
       
    3  
 
       
    4–6  
 
       
SUPPLEMENTAL SCHEDULE—
    7  
 
       
    8  
 
       
Note: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
       
 
       
    9  
 
       
    10  
 EX-23.1

 


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Committee of
The Profit Sharing and 401(k) Plan:

We have audited the accompanying statements of net assets available for benefits of The Profit Sharing and 401(k) Plan (the “Plan”) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2004 and 2003, and the related changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, as listed in the Table of Contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. This supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2004 financial statements taken as a whole.

/s/ Deloitte & Touche LLP

Columbus, Ohio

July 12, 2005

 


Table of Contents

THE PROFIT SHARING AND 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003

 
                 
    2004     2003  
INVESTMENTS—At fair value:
               
Mutual funds
  $ 127,942,328     $ 99,148,879  
Common collective fund
    82,641,280       80,894,753  
Common stock
    14,308,080       7,347,405  
 
           
 
               
Total investments—at fair value
    224,891,688       187,391,037  
 
           
 
               
PARTICIPANT LOANS
    11,522,939       9,695,441  
 
           
 
               
RECEIVABLES:
               
Employee contributions
    1,087,540       539,174  
Employer matching contributions
    960,297       625,942  
Employer profit sharing contributions
    3,271,044       1,222,367  
 
           
 
               
Total receivables
    5,318,881       2,387,483  
 
           
 
               
NET ASSETS AVAILABLE FOR PLAN BENEFITS
  $ 241,733,508     $ 199,473,961  
 
           

See notes to financial statements.

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Table of Contents

THE PROFIT SHARING AND 401(k) PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2004 AND 2003

 
                 
    2004     2003  
ADDITIONS:
               
Investment income:
               
Dividends and interest
  $ 4,453,442     $ 3,975,843  
Net appreciation in fair value of investments
    19,598,038       21,464,678  
 
           
 
               
Net investment income
    24,051,480       25,440,521  
 
           
 
               
Contributions:
               
Employee
    21,433,745       18,675,533  
Employer matching
    11,072,831       10,982,200  
Employer profit sharing
    4,419,730       1,610,230  
Rollovers
    1,882,606       461,955  
 
           
 
               
Total contributions
    38,808,912       31,729,918  
 
           
 
               
Total additions
    62,860,392       57,170,439  
 
           
 
               
DEDUCTIONS:
               
Distributions to participants
    20,461,589       18,810,637  
Fees
    139,256       113,356  
 
           
 
               
Total deductions
    20,600,845       18,923,993  
 
           
 
               
NET INCREASE
    42,259,547       38,246,446  
 
               
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
               
Beginning of year
    199,473,961       161,227,515  
 
           
 
               
End of year
  $ 241,733,508     $ 199,473,961  
 
           

See notes to financial statements.

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THE PROFIT SHARING AND 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2004 AND 2003
 

1.   DESCRIPTION OF THE PLAN
 
    GeneralThe following description of The Profit Sharing and 401(k) Plan (the “Plan”) is provided for general information only. Interested parties should refer to the Plan document for more complete information.
 
    The Plan was adopted by Schottenstein Stores Corporation and affiliated companies (the “Company”) effective August 1, 1989 for the profit sharing provisions of the Plan and effective October 1, 1989 for the 401(k) provisions of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
    The Plan is administered by the Company, and all Plan expenses, with the exception of loan fees, are paid by the Company. MFS Heritage Trust Company (“MFS”) is the trustee and asset custodian of the Plan; Lifestyle and Company stock fund assets are in the custody of Reliance Trust Company.
 
    Contributions to the Plan—The Plan is a defined contribution plan. Pursuant to the 401(k) feature of the Plan, an eligible employee may contribute up to 30% of his or her cash compensation on a pretax basis, not to exceed $13,000 and $12,000 per participant for the year ended December 31, 2004 and 2003 ($16,000 and $14,000 for participants of at least age 50 for 2004 and 2003), respectively. The match formula is as follows:
         
Employee Contribution   Employer Match  
1%
    1 %
2
    2  
3
    3  
4
    3.5  
5
    4  
6
    4.5  

    Effective January 1, 2004, employees of Retail Ventures, Inc. (affiliated company) and its subsidiaries no longer receive the match on deferrals in excess of 5% of their compensation. Also effective January 1, 2004, such employees are covered by a safe harbor matching contribution formula providing for the immediate vesting of employer matching contributions made during any year in which the employer has designated a safe harbor match period. The employer matching contribution for those safe harbor years will be as above for one percent through 5 percent rates of deferral. If for any year the employer decides to not make a safe harbor match, each eligible employee will be notified before the beginning of that year, and any employer matching contributions for that year will be subject to vesting.
 
    The Company may also elect to make a discretionary profit sharing contribution. Such contributions are allocated to eligible participants, as defined by the Plan, based on the ratio of each participant’s compensation to the total of all eligible participants’ compensation. Total discretionary contributions for 2004 and 2003 were approximately $4,419,000 and $1,222,000, respectively.

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    Investment Options—Participants have the option to direct the investment of their accounts among alternative investment funds selected by the Plan committee. A participant chooses from a number of different mutual and money market fund options. In addition, participants who are employees of Schottenstein Stores Corporation and Retail Ventures, Inc. (affiliated company) are able to invest in the stock of Retail Ventures, Inc. and employees of American Eagle Outfitters, Inc. (affiliated company) are able to invest in the stock of American Eagle Outfitters, Inc.
 
    Eligibility and Vesting—Full-time employees are eligible for participation in the Plan on the first of the month following the completion of 60 days of service, and having attained the age of 21. Part-time employees are eligible after completion of 1,000 hours of service within a year.
 
    Amounts contributed by the participants and earnings thereon are fully vested and nonforfeitable at all times. Amounts contributed by the Company (matching and profit sharing contributions) to a participant’s account and earnings thereon vest at the rate of 25% per year, beginning with the second full year of service. Participants are fully vested at the end of the fifth year of service.
 
    Allocation of Investment Income and Forfeitures—Investment income for each fund is allocated to the applicable participants’ accounts based on the ratio of each participant’s account balance to the total of all participants’ account balances in that fund, as defined. Forfeitures have historically been used to offset employer contributions after five consecutive one year service breaks, as defined by the Plan, based on the ratio of each eligible participant’s compensation to the total of all eligible participants’ compensation. The Plan’s forfeitures are immediately available to offset employer contributions.
 
    Benefit Payments—Benefits are generally payable upon the participating employee’s retirement, death, disability, or termination of employment and are paid as a lump-sum amount.
 
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Basis of Accounting—The financial statements are prepared using the accrual basis of accounting.
 
    Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that those changes could materially affect the amounts reported in the statements of net assets available for plan benefits.
 
    Valuation of Investments—Investments are stated at fair value.
 
    Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date.
 
    Participant Loans—Subject to certain provisions, a participant may borrow from their account balances. The participant executes a promissory note with an interest rate based upon prevailing commercial lending rates. Loan principal and interest are paid over a period in excess of one year as determined by the Plan committee. Principal and interest are paid ratably through payroll deductions. Participant loans are valued at cost which approximates fair value.

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    Reclassifications—Certain reclassifications have been made to the 2003 financial statements to conform to the 2004 presentation.
 
3.   TAX STATUS
 
    The Internal Revenue Service has determined and informed the Company, by a letter dated July 1, 2003, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan has been amended since the latest determination letter. However, the Plan administrator believes the Plan, as currently designed, is in compliance and is being operated within the applicable requirements of the IRC.
 
4.   INVESTMENTS
 
    The fair value of investments, which represent 5% or more of net assets available for Plan benefits, as of December 31 is as follows:
                 
    2004     2003  
MFS Institutional Fixed Fund
  $ 82,641,280     $ 67,938,162  
Massachusetts Investors Growth Stock Fund
    18,059,101       16,915,859  
Reliance Trust Conservative Option Fund
    15,366,232       22,366,600  
Reliance Trust Moderate Option Fund
    23,976,359       28,217,411  
Reliance Trust Aggressive Option Fund
    14,549,911       13,447,406  

During 2004 and 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

                 
    2004     2003  
Mutual funds
  $ 11,572,026     $ 17,521,501  
Common stock
    8,026,012       3,943,177  
 
           
 
               
Total appreciation
  $ 19,598,038     $ 21,464,678  
 
           

5.   PLAN TERMINATION
 
    Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
 
6.   RELATED PARTY TRANSACTIONS
 
    Certain Plan investments are funds managed by MFS. MFS is the asset custodian of the Plan, and therefore, these transactions qualify as a party in interest. Additionally, as Retail Ventures, Inc (“RVI”) and American Eagle are affiliated companies, the transactions in the RVI Stock Fund and American Eagle Stock Fund qualify as a party in interest. Participant loans also qualify as a party in interest.

* * * * * *

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SUPPLEMENTAL SCHEDULE

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THE PROFIT SHARING AND 401(k) PLAN

FORM 5500 SCHEDULE H, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2004

                     
    Identity of Issue, Borrowers,       Number of        
       Lessor, or Similar Party   Description of Asset   Shares     Fair Value  
MUTUAL FUNDS:
                   
Reliance Trust Company
  Conservative Option Fund     1,010,715     $ 15,366,232  
Reliance Trust Company
  Moderate Option Fund     1,465,371       23,976,359  
Reliance Trust Company
  Aggressive Option Fund     1,370,139       14,549,911  
PIMCO
  Total Return Fund     540,070       5,762,559  
*MFS
  Total Return Fund     232,066       3,713,065  
Vanguard
  500 Index Fund     3       380  
*MFS
  Massachusetts Investors                
 
  Growth Stock Fund     1,461,093       18,059,101  
*MFS
  Capital Opportunities Fund     986       13,156  
Lord Abbett
  Developing Growth Fund     38,243       627,178  
American Funds
  New Perspectives Fund     127,859       3,544,279  
American Funds
  Europacific Growth Fund     150,718       5,370,054  
GUP
  Conservative Portfolio     1,159       16,530  
GUP
  Moderate Portfolio     139       2,341  
GUP
  Aggressive Portfolio     640       5,144  
Ariel
  Ariel Fund     68,631       3,649,114  
Delaware
  Trend Fund     93,464       1,978,923  
Dreyfus
  Mid-Cap Index     87,046       2,279,730  
Armada
  Core Equity Fund     23,803       279,933  
Dreyfus
  Small Cap Index     101,783       2,067,212  
*MFS
  Value Fund     71,309       1,650,097  
American Funds
  Growth Fund of America     47,054       1,288,341  
Dreyfus
  Basic Index     284,048       7,140,981  
*MFS
  Conservative Allocation Fund     709,747       8,084,014  
*MFS
  Moderate Allocation Fund     148,577       1,827,498  
*MFS
  Growth Allocation Fund     164,573       2,155,907  
*MFS
  Aggressive Growth Fund     62,536       840,485  
Washington
  Mutual Investors Fund     3,744       115,248  
Victory
  Diversified Stock Fund     41,332       671,235  
Dreyfus
  Basic Index     66,712       1,677,147  
Armada
  Small Cap Value Fund     13,600       300,428  
Vanguard
  Mid-Cap Index     19,274       301,443  
*MFS
  Money Market Fund     628,303       628,303  
 
                 
 
                   
Total mutual funds
                127,942,328  
 
                 
 
                   
COMMON COLLECTIVE FUND—*MFS
  Institutional Fixed Fund     82,641,280       82,641,280  
 
COMMON STOCKS:
                   
*Retail Ventures, Inc.
  Common Stock     760,127       5,396,902  
*American Eagle Outfitters, Inc.
  Common Stock     189,197       8,911,178  
 
                 
 
Total common stock
                14,308,080  
 
                 
 
Total investments—at fair value
                224,891,688  
 
  Outstanding Participants Loans                
 
  (with interest rates ranging from                
 
  5% to 10%, with maturities                
PARTICIPANT LOANS—*Various Participants
  through 2024)             11,522,939  
 
                 
 
TOTAL
              $ 236,414,627  
 
                 
 
* Denotes party-in-interest.

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SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

     
 
  The Profit Sharing and 401(k) Plan
 
   
 
  (Name of Plan)
         
Date: July 15, 2005
  By:   /s/ George Dailey
 
       
 
      Name: George Dailey
 
      Title: Plan Administrator

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THE PROFIT SHARING AND 401(k) PLAN
ANNUAL REPORT ON FORM 11-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

INDEX TO EXHIBITS

     
Exhibit No.   Description
23.1
  Consent of Independent Registered Public Accounting Firm

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