-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P3KjiRQ5yaWNx+d2Aa/yemqysWmGmG5xYLMwh84ueAIqp/OHR03c4RDoruChLh5H w5rc8Y2s+Voa6sgGtGzNMw== 0000813920-05-000012.txt : 20050202 0000813920-05-000012.hdr.sgml : 20050202 20050202124519 ACCESSION NUMBER: 0000813920-05-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050102 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20050202 DATE AS OF CHANGE: 20050202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEC ENTERTAINMENT INC CENTRAL INDEX KEY: 0000813920 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 480905805 STATE OF INCORPORATION: KS FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13687 FILM NUMBER: 05568291 BUSINESS ADDRESS: STREET 1: PO BOX 152077 CITY: IRVING STATE: TX ZIP: 75015 BUSINESS PHONE: 9722585403 MAIL ADDRESS: STREET 1: PO BOX 152077 CITY: IRVING STATE: TX ZIP: 75015 FORMER COMPANY: FORMER CONFORMED NAME: SHOWBIZ PIZZA TIME INC DATE OF NAME CHANGE: 19920703 8-K 1 k82004restatement.txt 8-K, RESTATEMENT 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) February 2, 2005 CEC ENTERTAINMENT, INC. (Exact name of registrant as specified in charter) Kansas 0-15782 48-0905805 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 4441 West Airport Freeway Irving, Texas 75062 (Address of principal executive offices and zip code) (972) 258-8507 (Registrant's telephone number, including area code) N/A (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 (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)). Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. (a) On February 1, 2005, CEC Entertainment, Inc. (the "Company") issued a press release announcing that the Board of the Directors of the Company, including its Audit Committee, has concluded on January 31, 2005, that the Company will restate certain of its prior period financial statements, to correct certain errors contained therein, and, accordingly, such financial statements should no longer be relied upon. A copy of that press release (the "Press Release") is attached hereto as Exhibit 99.1 and is incorporated in this Item 4.02(a) by reference. Management of the Company discussed the matters disclosed in this Current Report on Form 8-K pursuant to Item 4.02(a) with the Company's independent registered public accounting firm, Deloitte & Touche LLP. The Company is unaware of any evidence that the restatement is due to any material noncompliance by the Company, as a result of misconduct, with any financial reporting requirement under the securities laws. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description ----------- ------------- 99.1 Press Release dated February 1, 2005. The information contained in Item 9.01(c) is furnished to, but not filed with, the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and, therefore, shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended. 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. CEC ENTERTAINMENT, INC. Date: February 1, 2005 By: /s/ Christopher D. Morris ---------------------------- Christopher D. Morris Senior Vice President, Chief Financial Officer EX-99.1 2 k8restatementpressrelease.txt RESTATEMENT PRESS RELEASE FOR RELEASE CONTACT: Chris Morris February 1, 2005 Senior Vice President 3:05 p.m. Central Time Chief Financial Officer (972) 258-4525 CEC ENTERTAINMENT, INC. ANNOUNCES INTENT TO ADJUST PREVIOUSLY ISSUED FINANCIAL STATEMENTS IRVING, TEXAS - CEC Entertainment, Inc. (NYSE-"CEC") today announced that it will restate certain of its prior period financial statements as a result of the Company's review of its accounting for certain store leases and leasehold improvements. This review is still in process and includes consultations with the Company's independent auditors and the audit committee. Like many other publicly-traded restaurant companies that have recently announced that they will restate previously issued financial statements, this restatement is a result, in the Company's view, of a change in our prior interpretation of generally accepted accounting principles applicable to certain leases or leasehold improvements. The restatements generally arise from revisions to accounting for lease renewal options and/or rent escalations in computing rent expense for operating leases by requiring the use of the same lease term in determining the operating or capital classification of a lease, straight line period for rent expense, and amortization lives of related leasehold improvements. The Company also is reviewing its accounting regarding the amortization lives for certain store leasehold improvements to determine whether additional amortization expense should be recognized, as well as its accounting for store lease construction allowances from landlords to determine whether such amounts should be reclassified as deferred credits rather than as reductions of leasehold improvements. The likely adjustments in the Company's restated financial statements identified to date will reflect primarily increases in rent expense and the related deferred rent liability and, depending on the outcome of the foregoing review, may include an increase in depreciation and amortization expense and adjustments to property and equipment and current and long-term liabilities. "CEC has always strived to maintain the highest standards of conduct in our accounting practices. We previously believed that our long-standing policies for leases and related depreciation/amortization were consistent with generally accepted accounting principles," said Richard Frank, Chairman and Chief Executive Officer. "The accuracy of our financial results is paramount and we are working diligently with our independent auditors to complete our review and restate our financial statements. The adjustments will have no impact on historical or future sales, comparable store sales or cash balances." The Company will continue to work with its independent auditors to complete its review of these matters and quantify the impact of the correction of any accounting errors on the Company's financial statements for each of the prior periods affected. Once this review is completed, the Company will restate its historical financial statements. Accordingly, investors should not rely on the Company's historical financial statements. The Company expects to complete its review and discuss the results of such review at the time of releasing fourth quarter and fiscal year 2004 results. Certain statements in this press release, other than historical information, may be considered forward-looking statements, within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, and is subject to various risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on CEC's operating results, performance or financial condition are its ability to implement its growth strategies, national, regional and local economic conditions affecting the restaurant/entertainment industry, competition within each of the restaurant and entertainment industries, store sales cannibalization, success of its franchise operations, negative publicity, fluctuations in quarterly results of operations, including seasonality, government regulations, weather, school holidays, commodity, insurance and labor costs. CEC Entertainment, Inc. operates a system of 495 Chuck E. Cheese's restaurants in 48 states, of which 450 are owned and operated by the Company. -----END PRIVACY-ENHANCED MESSAGE-----