UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended January 29, 2012
or
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-20269
DUCKWALL-ALCO STORES, INC.
(Exact name of registrant as specified in its charter)
| Kansas | 48-0201080 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 401 Cottage Street | |
| Abilene, Kansas | 67410-2832 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (785) 263-3350
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [x]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [x] |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
The aggregate market value of the 3,842,745 shares of Common Stock, par value $.0001 per share, of the registrant held by non-affiliates of the registrant was $43,038,744 as of July 31, 2011 based on a closing sale price of $11.20 per share. As of April 12, 2012, there were 3,811,018 shares of Common Stock outstanding.
Documents incorporated by reference: portions of the Registrant’s Proxy Statement for the 2012 Annual Meeting of Stockholders are incorporated by reference in Part I and III hereof.
Explanatory Note:
Duckwall-Alco Stores, Inc. is filing Amendment No. 1 on Form 10-K/A (the "Amendment") to its Annual Report on Form 10-K for the fiscal year ended January 29, 2012 as filed with the Securities and Exchange Commission on April 13, 2012 solely to correct an administrative error in the content of Part II, Item 9A. Controls and Procedures, Item (d), Report of Independent registered Public Accounting Firm (the "Report"). The new Report, as amended, is attached hereto in its entirety.
Attached as exhibits to this Form 10-K/A are certifications from the Company's Chief Executive Officer and Chief Financial Officer to certify the information found in this Form 10-K/A.
The Amendment has been revised solely to reflect the changes above, and no other amendments, revisions or modifications have been made to the original Form 10-K. This Amendment speaks only as of the date the original Form 10-K was filed, and the Company has not undertaken herein to amend, supplement or update any information contained in the original Form 10-K to give effect to any subsequent events. Accordingly, this Amendment should be read in conjunction with the original Form 10-K and the Company's other reports filed with the Securities Exchange Commission subsequent to the filing of the original Form 10-K, including any amendments to those filings.
None of the changes made to the original Form 10-K filed on April 13, 2012 affect or make any changes to the information in or related to the Interactive Data File formatted in Extensible Business Reporting Language (XBRL), which was included as Exhibit 101 to the original Form 10-K filed on April 13, 2012. Such Interactive Data File is incorporated into this Form 10-K/A by reference.
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| ITEM 9A. CONTROLS AND PROCEDURES |
The Board of Directors and Stockholders
Duckwall-ALCO Stores, Inc.:
We have audited Duckwall-ALCO Stores, Inc.’s (the Company) internal control over financial reporting as of January 29, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A(b), Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 29, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheets of the Company as of January 29, 2012 and January 30, 2011, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended January 29, 2012, and our report dated April 13, 2012 expressed an unqualified opinion on those financial statements.
| /s/ KPMG LLP | |
| Kansas City, Missouri | |
| April 13, 2012 |
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| (a) | Documents filed as part of this report |
| Number | Description | |
| 31.1 | Certification of Chief Executive Officer of Duckwall-ALCO Stores, Inc. dated April 30, 2012, pursuant to Rule 13a-4(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer of Duckwall-ALCO Stores, Inc. dated April 30, 2012, pursuant to Rule 13a-4(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer of Duckwall-ALCO Stores, Inc. dated April 30, 2012, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which is furnished with this Amendment No. 1 to the Annual Report on Form 10-K for the year ended January 29, 2012 and is not treated as filed in reliance upon § 601(b)(32) of Regulations S-K. | |
| 32.2 | Certification of Chief Financial Officer of Duckwall-ALCO Stores, Inc. dated April 30, 2012, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which is furnished with this Amendment No. 1 to the Annual Report on Form 10-K for the year ended January 29, 2012 and is not treated as filed in reliance upon § 601(b)(32) of Regulations S-K. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DUCKWALL-ALCO STORES, INC. | |||
| by | /s/ Richard E. Wilson | ||
| President and Chief Executive Officer | |||
| Dated: April 30, 2012 | |||