Grill Concepts Inc – ‘8-K’ for 3/24/05

On:  Tuesday, 3/29/05, at 4:18pm ET   ·   For:  3/24/05   ·   Accession #:  1214782-5-54   ·   File #:  0-23326

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     15K 

Document Table of Contents

8-K
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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): March 24, 2005

GRILL CONCEPTS, INC.
(Exact name of registrant as specified in Charter)

Delaware                    0-23226               13-3319172
----------------------------    --------------------      --------------        
(State or other jurisdiction    (Commission File No.)     (IRS Employer         
of incorporation or                                Identification No.)
organization)                                                   

11661 San Vicente Blvd., Suite 404
 Los Angeles, California 90049
--------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)

310-820-5559
 -------------------------
 (Issuer Telephone number)

 -------------------------------------------------------------
 (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 obligations of the registrant under any of the
following provisions (see General Instruction 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))                                  

 1

8-K
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Item 4.02.     Non-Reliance on Previously Issued Financial Statements or a      
Related Audit Report or Completed Interim Review. 

On March 24, 2005, management of Grill Concepts, Inc. (the "Company") discussed 
with the Audit Committee of the Board of Directors of the Company (the "Audit   
Committee") and representatives of the Company's current independent registered 
public accounting firm the views expressed by the Office of the Chief Accountant
of the Securities and Exchange Commission (the "SEC") on February 7, 2005       
regarding certain operating lease accounting issues and their application under 
generally accepted accounting principles ("GAAP") as they relate to the         
Company's current lease accounting practices. Based on those discussions,       
management of the Company and the Audit Committee made a determination that the 
Company's then-current method of lease accounting, including its then-current   
method of accounting for rent holidays and computation of minimum lease         
payments, were not in accordance with GAAP and that the impact of this          
difference was material to the company's historical financial statements. The   
Company is in process of discussing the impact of the SEC guidance with respect 
to lease accounting on our historical financial statements with our former      
independent registered public accounting firm. At this point however, the       
Company has not had adequate time to provide said firm with sufficient          
information on which to base a conclusion as to the impact of this guidance, and
no conclusions have been reached.                                               

Historically, the Company recognized straight-line rents and amortized tenant   
improvement allowances using the initial non-cancelable term of the lease       
commencing on the date rent payments began. Under GAAP, as highlighted in the   
SEC guidance, the Company should have recognized rent expense (net of the       
related tenant improvement allowances) on a straight-line basis over the initial
non-cancelable term of the lease and beginning on the later of when the Company 
has access to the site or the lease is executed. Further, the Company           
historically has not included consumer price index adjustments in its           
computation of minimum lease payments. GAAP requires that lease escalation based
on future consumer price index adjustments be included in the computation of    
minimum lease payments using the index rate at lease inception. The Company is  
in the process of finalizing the calculations to quantify such adjustments.     

Also at the March 24, 2005 meeting, management discussed reclassifying amounts  
that had previously been recorded as restaurant sales revenue arising from      
complimentary and promotional activities as the current method of recording     
these transactions was not in accordance with GAAP. Historically the amounts    
associated with complimentary and promotional activities have been recorded as  
restaurant revenues, with the offsetting expense in restaurant operations and   
corporate general and administrative expenses. As revised, the Company will     
account for complimentary and promotional activities on a net basis with no     
revenue or expense being recognized. The total amounts of complimentary and     
promotional activities recorded as revenue were $1.9 million in 2004, $1.7      
million in 2003 and $1.5 million in 2002. There will be no impact on net income 
resulting from this reclassification.                                           

As a result of the foregoing determinations we are correcting our method of     
accounting for leases and our presentation of amounts resulting from            
complimentary and promotional activities.  Our 2004 financial statements will   
reflect the lease and revenue accounting on these revised basis, and we will    
restate our financial statements for 2002 and 2003 to ensure the revised        
accounting is consistently applied.  In light of the planned restatement, the   
financial statements for the years ended December 31, 2003 and 2002 and related 
interim periods contained in the Company's prior filings with the SEC should no 
longer be relied upon.  The Audit Committee discussed these conclusions with the
Company's current independent registered public accounting firm.                

 2

8-K
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
The Company is working diligently to complete its review of its accounting for  
these leases and to quantify the impact of the necessary adjustments on each of 
the reporting periods.  Upon completion of this process the Company will amend  
the appropriate filings with the Securities and Exchange Commission ("SEC") to  
include the restated financial statements.                                      

Due to the time and effort involved in fully determining the effect of these    
adjustments on the Company's previously issued financial statements, the Company
will be required to file a Form 12b-25 with the Securities and Exchange         
Commission, extending for 15 days the due date of its Annual Report on Form 10-K
for the fiscal year ended December 26, 2004.                                    

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.                                           

        GRILL CONCEPTS, INC.

Dated:  March 29, 2005                                                          
By:  /s/ Philip Gay     
Philip Gay    
              Executive Vice President and
         Chief Financial Officer

 3

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/29/05		3					NT 10-K
For Period End:		3/24/05		1		2
		2/7/05		2
		12/26/04		3					10-K,  NT 10-K
		12/31/03		2
		12/31/02		2
									List all Filings