Edgar Filing: CEC ENTERTAINMENT INC

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-Q

______________________________________________________________________



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-13687

____________________________________

CEC ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

____________________________________



Kansas (State or other jurisdiction of incorporation or organization)		48-0905805 (IRS Employer Identification No.)
1707 Market Place Blvd Irving, Texas		75063
(Address of principal executive offices)		(Zip Code)

(972) 258-8507

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

____________________________________

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 ý 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:



Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	ý	Smaller reporting company	¨
Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of May 1, 2018, an aggregate of 200 shares of the registrant’s common stock, par value $0.01 per share were outstanding.

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CEC ENTERTAINMENT, INC.

TABLE OF CONTENTS



	Page
PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

Consolidated Balance Sheets at April 1, 2018 and December 31, 2017	3

Consolidated Statements of Earnings for the three months ended April 1, 2018 and April 2, 2017	4

Consolidated Statements of Comprehensive Income for the three months ended April 1, 2018 and April 2, 2017	5

Consolidated Statements of Cash Flows for the three months ended April 1, 2018 and April 2, 2017	6

Notes to Consolidated Financial Statements	8

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	39

ITEM 4. Controls and Procedures	39

PART II OTHER INFORMATION

ITEM 1. Legal Proceedings	40

ITEM 1A. Risk Factors	40

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	40

ITEM 6. Exhibits	41

SIGNATURES

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PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements.

CEC ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share information)



	April 1, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	98,686		$	67,200
Restricted cash	86			112
Accounts receivable	17,140			20,061
Income taxes receivable	6,557			10,960
Inventories	21,197			22,000
Prepaid expenses	24,908			20,398
Total current assets	168,574			140,731
Property and equipment, net	561,241			570,021
Goodwill	484,438			484,438
Intangible assets, net	479,504			480,377
Other noncurrent assets	18,650			19,477
Total assets	$	1,712,407		$	1,695,044
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Bank indebtedness and other long-term debt, current portion	$	7,600		$	7,600
Capital lease obligations, current portion	608			596
Accounts payable	35,770			31,374
Accrued expenses	38,382			36,616
Unearned revenues	24,955			21,050
Accrued interest	3,292			8,277
Other current liabilities	4,887			4,776
Total current liabilities	115,494			110,289
Capital lease obligations, less current portion	12,852			13,010
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion	964,449			965,213
Deferred tax liability	113,572			114,186
Accrued insurance	8,588			8,311
Other noncurrent liabilities	222,860			221,887
Total liabilities	1,437,815			1,432,896
Stockholder’s equity:
Common stock, $0.01 par value; authorized 1,000 shares; 200 shares issued as of April 1, 2018 and December 31, 2017	—			—
Capital in excess of par value	359,300			359,233
Accumulated deficit	(82,976		)	(95,199		)
Accumulated other comprehensive loss	(1,732		)	(1,886		)
Total stockholder’s equity	274,592			262,148
Total liabilities and stockholder’s equity	$	1,712,407		$	1,695,044

The accompanying notes are an integral part of these unaudited interim Consolidated Financial Statements.

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CEC ENTERTAINMENT, INC.

COSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(in thousands)



	Three Months Ended
	April 1, 2018		April 2, 2017
REVENUES:
Food and beverage sales	$	118,377	$	124,419
Entertainment and merchandise sales	131,117		135,917
Total company venue sales	249,494		260,336
Franchise fees and royalties	5,410		4,623
Total revenues	254,904		264,959
OPERATING COSTS AND EXPENSES:
Company venue operating costs (excluding Depreciation and amortization):
Cost of food and beverage	27,360		28,218
Cost of entertainment and merchandise	9,382		8,487
Total cost of food, beverage, entertainment and merchandise	36,742		36,705
Labor expenses	67,349		66,388
Rent expense	24,049		23,319
Other venue operating expenses	38,062		36,750
Total company venue operating costs	166,202		163,162
Other costs and expenses:
Advertising expense	13,974		13,382
General and administrative expenses	12,909		15,371
Depreciation and amortization	26,572		28,305
Transaction, severance and related litigation costs	534		80
Total operating costs and expenses	220,191		220,300
Operating income	34,713		44,659
Interest expense	18,557		17,061
Income before income taxes	16,156		27,598
Income tax expense	3,933		10,378
Net income	$	12,223	$	17,220

The accompanying notes are an integral part of these unaudited interim Consolidated Financial Statements.

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CEC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)



	Three Months Ended
	April 1, 2018		April 2, 2017
Net income	$	12,223	$	17,220
Components of other comprehensive income, net of tax:
Foreign currency translation adjustments	154		119
Comprehensive income	$	12,377	$	17,339

The accompanying notes are an integral part of these unaudited interim Consolidated Financial Statements.

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CEC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



	Three Months Ended
	April 1, 2018			April 2, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	12,223		$	17,220
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	26,572			28,305
Deferred income taxes	(672		)	(861		)
Stock-based compensation expense	64			151
Amortization of lease related liabilities	(211		)	(139		)
Amortization of original issue discount and deferred debt financing costs	1,137			1,137
Loss on asset disposals, net	1,237			1,755
Non-cash rent expense	1,181			832
Other adjustments	(26		)	1
Changes in operating assets and liabilities:
Accounts receivable	3,071			3,942
Inventories	(1,641		)	(7,624		)
Prepaid expenses	442			(1,316		)
Accounts payable	2,195			8,821
Accrued expenses	1,916			(2,050		)
Unearned revenues	3,908			3,895
Accrued interest	(5,010		)	(5,079		)
Income taxes (receivable) payable	4,426			9,429
Deferred landlord contributions	1,752			384
Net cash provided by operating activities	52,564			58,803
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(18,060		)	(22,793		)
Development of internal use software	(515		)	(1,129		)
Proceeds from sale of property and equipment	158			105
Net cash used in investing activities	(18,417		)	(23,817		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on senior term loan	(1,900		)	(1,900		)
Repayments on note payable	—			(13		)
Payments on capital lease obligations	(145		)	(106		)
Payments on sale leaseback obligations	(688		)	(570		)

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CEC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS, CONT'D

(Unaudited)

(in thousands)



Return of capital	—			1,447
Net cash used in financing activities	(2,733		)	(1,142		)
Effect of foreign exchange rate changes on cash	46			67
Change in cash, cash equivalents and restricted cash	31,460			33,911
Cash, cash equivalents and restricted cash at beginning of period	67,312			61,291
Cash, cash equivalents and restricted cash at end of period	$	98,772		$	95,202


	Three Months Ended
	April 1, 2018			April 2, 2017
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	22,546		$	21,097
Income taxes paid, net	$	180		$	1,809
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued construction costs	$	634		$	1,805

The accompanying notes are an integral part of these unaudited interim Consolidated Financial Statements.

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CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business and Summary of Significant Accounting Policies:

Description of Business

The use of the terms “CEC Entertainment,” the “Company,” “we,” “us” and “our” throughout these unaudited notes to the interim Consolidated Financial Statements refer to CEC Entertainment, Inc. and its subsidiaries.

We currently operate and franchise Chuck E. Cheese’s and Peter Piper Pizza family dining and entertainment venues in a total of 47 states and 14 foreign countries and territories. Our venues provide our guests with a variety of family entertainment and dining alternatives. All of our venues utilize a consistent restaurant-entertainment format that features both family dining and entertainment areas with a mix of food, entertainment and merchandise. The economic characteristics, products and services, preparation processes, distribution methods and types of customers are substantially similar for each of our venues. Therefore, we aggregate each venue’s operating performance into one reportable segment for financial reporting purposes.

Basis of Presentation

The Company has a controlling financial interest in International Association of CEC Entertainment, Inc. (the “Association”), a variable interest entity (“VIE”). The Association primarily administers the collection and disbursement of funds (the “Association Funds”) used for advertising, entertainment and media programs that benefit both us and our Chuck E. Cheese’s franchisees. We and our franchisees are required to contribute a percentage of gross sales to these funds and could be required to make additional contributions to fund any deficits that may be incurred by the Association. We include the Association in our Consolidated Financial Statements, as we concluded that we are the primary beneficiary of its variable interests because we (a) have the power to direct the majority of its significant operating activities; (b) provide it unsecured lines of credit; and (c) own the majority of the venues that benefit from the Association’s advertising, entertainment and media expenditures. We eliminate the intercompany portion of transactions with VIE’s from our financial results. The assets, liabilities and operating results of the Association are not material to our Consolidated Financial Statements.

The Association Funds are required to be segregated and used for specified purposes. Cash balances held by the Association are restricted for use in our advertising, entertainment and media programs, and are recorded as “Restricted cash” on our Consolidated Balance Sheets. Contributions to the advertising, entertainment and media funds from our franchisees were $0.7 million for both the three months ended April 1, 2018 and April 2, 2017, respectively. Our contributions to the Association Funds are eliminated in consolidation. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606), with several subsequent updates. This series of comprehensive guidance has replaced all existing revenue recognition guidance and is effective for us beginning January 1, 2018. For further details regarding the impact of this new guidance on our accounting treatment for contributions to our advertising, entertainment and media funds from our franchisees see “Recently Issued Accounting Guidance - Accounting Guidance Adopted - (ii) ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” below and Note 2. “Revenue”.

We reclassified $1.9 million million of depreciation and amortization in our Consolidated Statements of Earnings for the three months ended April 2, 2017 from “General and administrative expenses” to “Depreciation and amortization”, and we reclassified “Depreciation and amortization” of $26.4 million million for the three months ended April 2, 2017 in our Consolidated Statements of Earnings from “Company venue operating costs” to “Other costs and expenses” to conform to the current period’s presentation. Additionally, as a result of the adoption of the new accounting standard associated with clarifying presentation and classification in the statement of cash flows, certain reclassifications have been made in our Consolidated Statements of Cash Flows to conform with the current period presentation. For further details regarding the impact of this new accounting standard on our Consolidated Statement of Cash Flows, see “Recently Issued Accounting Guidance - Accounting Guidance Adopted - (iii) ASU 2016-15, Statement of Cash Flows (Topic 230) and ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash” below.

The preparation of these unaudited Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) 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 our unaudited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Interim Financial Statements

The accompanying Consolidated Financial Statements as of and for the three months ended April 1, 2018 and April 2, 2017 are unaudited and are presented in accordance with the requirements for quarterly reports on Form 10-Q and, consequently, do not include all of the information and footnote disclosures required by GAAP. In the opinion of management, the Consolidated Financial Statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of its consolidated results of operations, financial position and cash flows as of the dates and for the periods presented in accordance with GAAP and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). All intercompany accounts have been eliminated in consolidation.

Consolidated results of operations for interim periods are not necessarily indicative of results for the full year. The unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 28, 2018.

Recently Issued Accounting Guidance

Accounting Guidance Adopted:

Effective January 1, 2018, we adopted the following Accounting Standards Updates:

(i) ASU 2016-04, Liabilities—Extinguishments of Liabilities (Subtopic 405-20). This amendment provides a narrow scope exception to Liabilities—Extinguishment of Liabilities (Subtopic 405-20) that requires breakage for those liabilities to be accounted for in accordance with the breakage guidance in ASU 2014-09 Revenue From Contracts With Customers (Topic 606). Under the new guidance, if an entity expects to be entitled to a breakage amount for a liability resulting from the sale of a prepaid stored-value product, the entity shall derecognize the amount related to the expected breakage in proportion to the pattern of rights expected to be exercised by the product holder only to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. If an entity does not expect to be entitled to a breakage amount for a prepaid stored-value product, the entity shall derecognize the amount related to the breakage when the likelihood of the product holder exercising its remaining rights becomes remote. The adoption of this amendment did not have a significant impact on our Consolidated Financial Statements.

(ii) ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”). This amendment updates the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property, changing the FASB's previous proposals on right-of-use licenses and contractual restrictions. We adopted the guidance in this amendment on January 1, 2018 using the modified retrospective method. Under the modified retrospective method results for reporting periods beginning on or after January 1, 2018 are presented under the revenue guidance in this amendment, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting treatment. The cumulative impact of adopting this amendment was not material, and as such we did not record an adjustment to our opening accumulated deficit in our Consolidated Balance Sheet as of January 1, 2018. For further details, see Note 2. “Revenue”.

(iii) ASU 2016-15, Statement of Cash Flows (Topic 230) and ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash on a retrospective basis. Amounts generally described as restricted cash and restricted cash equivalents are now presented with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Accordingly, as a result of the adoption of these amendments, we reclassified $0.1 million of restricted cash into cash, cash equivalents and restricted cash as of April 2, 2017 for a total balance of $95.2 million, which resulted in a reduction in net cash provided by operating activities of less than $0.1 million in the Consolidated Statement of Cash Flow for the three months ended April 2, 2017. The adoption of these amendments did not impact net cash used in investing and financing activities for both the three months ended April 1, 2018 and April 2, 2017.

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CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The adoption of these amendments also requires us to reconcile our cash balance on our Consolidated Statements of Cash Flow to the cash balance on our Consolidated Balance Sheets, as well as make disclosures about the nature of restricted cash balances. A reconciliation of “Cash and cash equivalents” and “Restricted cash” as presented in our Consolidated Balance Sheets for the periods presented and “Cash, cash equivalents and restricted cash” as presented in our Consolidated Statements of Cash Flows for the three months ended April 1, 2018 and the three months ended April 2, 2017 is as follows:



	April 1, 2018		December 31, 2017		April 2, 2017		January 1, 2017
	(in thousands)
Cash and cash equivalents	$	98,686	$	67,200	$	94,926	$	61,023
Restricted cash	86		112		276		268
Cash, cash equivalents and restricted cash	$	98,772	$	67,312	$	95,202	$	61,291

__________________


(1)	Restricted cash represents cash balances held by the Association that are restricted for use in our advertising, entertainment and media programs (see Note 1 “Description of Business and Summary of Significant Accounting Policies” for further discussion of the Association Funds).

(iv) ASU 2017-04, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment on a prospective basis. This amendment eliminates Step 2 from the goodwill impairment test, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill, from the goodwill impairment test. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This amendment is applicable for annual or any interim goodwill impairment test in fiscal years beginning after December 15, 2020, with earlier adoption permitted. We early adopted this amendment on January 1, 2018. The adoption of this amendment did not have a significant impact on our Consolidated Financial Statements.

Accounting Guidance Not Yet Adopted:

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This new standard introduces a new lease model that requires the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements. While this new standard retains most of the principles of the existing lessor model under U.S. GAAP, it aligns many of those principles with Accounting Standards Codification (“ASC”) 606: Revenue from Contracts with Customers. The new guidance will be effective for us beginning on December 31, 2018. Early adoption will be permitted for all entities. We are currently evaluating the impact of the adoption of this guidance on our Consolidated Financial Statements, but we expect this will have a material effect on our balance sheet since the Company has a significant amount of operating and capital lease arrangements.

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This standard provides companies with an option to reclassify stranded tax effects resulting from enactment of the Tax Cuts and Jobs Act ("TCJA") from accumulated other comprehensive income to retained earnings. This ASU will be effective for us for annual and interim periods beginning on December 31, 2019. Early adoption of this standard is permitted and may be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax rate as a result of TCJA is recognized. We do not expect the adoption of this ASU to have a material impact on our results of operations, financial position and cash flows.

2. Revenue:

Food, beverage and merchandise revenues from company-operated venue activities are recognized when sold. Our entertainment revenue includes customer purchases of game play credits on Play Pass game cards which allow our customers to play the games in our venues. We recognize a liability for the estimated amount of unused game play credits, which we believe our customers will redeem or utilize in the future based on credits remaining on Play Pass cards and utilization patterns.

We sell gift cards to our customers in our venues and through certain third-party distributors, which do not expire and do not incur a service fee on unused balances. Gift card sales are recorded as deferred revenue when sold and are recognized as revenue when: (a) the gift card is redeemed by the guest or (b) the likelihood of the gift card being redeemed by the guest is remote (“gift card breakage”) and we determine that we do not have a legal obligation to remit the value of the unredeemed gift

card under applicable state unclaimed property escheat statutes. Gift card breakage is determined based upon historical redemption patterns of our gift cards.

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CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

On January 1, 2018 we adopted the revenue guidance set forth in ASU 2016-10. Under the new guidance, there is a five-step model to apply to revenue recognition. The five-steps consist of: (i) the determination of whether a contract, an agreement between two or more parties that creates legally enforceable rights and obligations, exists; (ii) the identification of the performance obligations in the contract; (iii) the determination of the transaction price; (iv) the allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when (or as) the performance obligation is satisfied.

This new guidance requires us to recognize initial and renewal franchise and development fees on a straight-line basis over the life of the related franchise agreement or the renewal period. Historically, we have recognized revenue from initial franchise and development fees upon the opening of a franchised restaurant when we have completed all of our material obligations and initial services. Additionally, our national advertising fund receipts from members of the Association are now accounted for on a gross basis as “Franchise fees and royalties”, when historically they have been netted against “Advertising expense”. Revenue related to advertising contributions from our franchisees was $1.0 million in the three months ended April 1, 2018, and is recorded in “Franchise fees and royalties” in our Consolidated Statement of Earnings. Continuing franchise royalties and other miscellaneous sales are recognized in the period earned.

The new revenue guidance adopted on January 1, 2018 did not have an impact on our recognition of revenue related to franchise royalties or on revenue from Company-operated venues.

Liabilities relating to our Play Pass game cards, gift card liabilities and deferred franchise and development fees are included in “Unearned revenues” on our Consolidated Balance Sheets. The following table presents changes in the Company’s Unearned revenue balances during the three months ended April 1, 2018:



	Balance at							Balance at
	January 1, 2018		Revenue Deferred		Revenue Recognized			April 1, 2018
	(in thousands)
PlayPass related liability	$	12,035	$	21,393	$	(18,162	)	$	15,266
Gift card related liability	3,868		1,463		(2,037		)	3,294
Unearned franchise and development fees	4,274		958		(10		)	5,222
Other unearned revenues	873		8,044		(7,744		)	1,173
Total unearned revenue	$	21,050	$	31,858	$	(27,953	)	$	24,955

3. Intangible Assets, Net:

The following table presents our indefinite and definite-lived intangible assets at April 1, 2018:



	Weighted Average Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
		(in thousands)
Chuck E. Cheese's tradename	Indefinite	$	400,000				$	400,000
Peter Piper Pizza tradename	Indefinite	26,700					26,700
Favorable lease agreements ⁽¹⁾	10	14,880		(7,666		)	7,214
Franchise agreements	25	53,300		(7,710		)	45,590
		$	494,880	$	(15,376	)	$	479,504

__________________

(1)

In connection with the Merger, as defined in Note 12 “Consolidating Guarantor Financial Information”, and the acquisition of Peter Piper Pizza in October 2014, we also recorded unfavorable lease liabilities of $10.2 million and $3.9 million, respectively, which are included in “Other current liabilities” and “Other noncurrent liabilities” in our Consolidated Balance Sheets. Such amounts are being amortized over a weighted average life of 10 years, and are included in “Rent expense” in our Consolidated Statements of Earnings.

Amortization expense related to favorable lease agreements was $0.4 million for both the three months ended April 1, 2018 and April 2, 2017 and is included in “Rent expense” in our Consolidated Statements of Earnings. Amortization expense related to franchise agreements was $0.5 million for both the three months ended April 1, 2018 and April 2, 2017 and is included in “Depreciation and amortization” in our Consolidated St

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CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

atements of Earnings.

4. Accounts Payable:

Accounts payable consisted of the following as of the dates presented:



	April 1, 2018		December 31, 2017
	(in thousands)
Trade and other amounts payable	$	24,871	$	20,492
Book overdraft	10,899		10,882
Accounts payable	$	35,770	$	31,374

The book overdraft balance represents checks issued but not yet presented to banks.

5. Indebtedness and Interest Expense:

Our long-term debt consisted of the following as of the dates presented:



	April 1, 2018			December 31, 2017
	(in thousands)
Term loan facility	$	729,600		$	731,500
Senior notes	255,000			255,000
Total debt outstanding	984,600			986,500
Less:
Unamortized original issue discount	(1,559		)	(1,694		)
Deferred financing costs, net	(10,992		)	(11,993		)
Current portion	(7,600		)	(7,600		)
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion	$	964,449		$	965,213

Secured Credit Facilities

Our secured credit facilities include (i) a $760.0 million term loan facility with a maturity date of February 14, 2021 (the “term loan facility”) and (ii) a $150.0 million senior secured revolving credit facility with an original maturity date of February 14, 2019, which includes a letter of credit sub-facility and a $30.0 million swingline loan sub-facility (the “revolving credit facility” and together with the term loan facility, the “secured credit facilities”). The secured credit facilities require scheduled quarterly payments on the term loan facility equal to 0.25% of the original principal amount of the term loan facility from July 2014 to December 2020, with the remaining balance paid at maturity, February 14, 2021. As of April 1, 2018 and December 31, 2017, we had no borrowings outstanding under the revolving credit facility and $9.9 million of letters of credit issued but undrawn under the facility as of April 1, 2018 and December 31, 2017.

On May 8, 2018 we entered into an incremental assumption agreement with certain of our revolving credit facility lenders to extend the maturity on $95.0 million of the revolving credit facility through November 16, 2020. In connection with the extension of the maturity date, we agreed to the following covenants for the benefit of the revolving credit facility lenders: (a) with respect to each fiscal year (commencing with the fiscal year ending December 30, 2018), to the extent we have positive excess cash flow (as defined in the Credit Facilities), we will make one or more optional prepayments of term loans to the extent required such that the amount of such optional prepayments, together with the mandatory excess cash flow prepayment of term loans required under the secured credit facilities in respect of such fiscal year, shall equal at least 75% of the Company’s excess cash flow for such fiscal year (subject to step-downs based on our net first lien senior secured leverage ratio, and subject to a certain excess cash flow threshold amount) and (b) we shall not incur additional first lien debt in connection with certain acquisitions, mergers or consolidations unless our net first lien senior secured leverage ratio is not greater than 3.65 to 1.00 on a pro forma basis. Other revolving credit facility lenders who have not entered into the incremental assumption agreement have until 5:00 p.m. New York time on May 11, 2018 to elect to extend the maturity of their revolving credit facility c

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

ommitments. The maturity date of any amount of the revolving credit facility that is not extended will remain February 14, 2019. The effectiveness of the incremental assumption agreement is subject to customary closing conditions.

The term loan was issued net of $3.8 million of original issue discount. We also paid $17.8 million and $3.4 million in debt financing costs related to the term loan facility and revolving credit facility, respectively, which we capitalized in “Bank indebtedness and other long-term debt, net of deferred financing costs” on our Consolidated Balance Sheets. The original issue discount and deferred financing costs are amortized over the lives of the facilities and are included in “Interest expense” on our Consolidated Statements of Earnings.

Borrowings under the secured credit facilities bear interest at a rate equal to, at our option, either (a) a London Interbank Offered Rate (“LIBOR”) determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowings, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans or (b) a base rate determined by reference to the highest of (i) the federal funds effective rate plus 0.50%; (ii) the prime rate of Deutsche Bank AG New York Branch; and (iii) the one-month adjusted LIBOR plus 1.00%, in each case plus an applicable margin. The base applicable margin is 3.25% with respect to LIBOR borrowings and 2.25% with respect to base rate borrowings under the

term loan facility and base rate borrowings and swingline borrowings under the revolving credit facility. The applicable margin

for LIBOR borrowings under the term loan facility is subject to one step-down from 3.25% to 3.00% based on our net first lien senior secured leverage ratio and the applicable margin for LIBOR borrowings under the revolving credit facility is subject to two step-downs from 3.25% to 3.00% and 2.75% based on our net first lien senior secured leverage ratio. Effective March 4, 2016, the applicable margin for both our term loan facility and revolving credit facility stepped down to 3.0%. Effective November 16, 2017, the applicable margin for LIBOR borrowings under both the term loan facility and the revolving credit facility returned to their previous level of 3.25%.

In addition to paying interest on outstanding principal under the secured credit facilities, we are required to pay a commitment fee to the lenders under the revolving credit facility with respect to the unutilized commitments thereunder. The base applicable commitment fee rate under the revolving credit facility was 0.50% per annum and is subject to one step-down from 0.50% to 0.375% based on our net first lien senior secured leverage ratio. We are also required to pay customary agency fees, as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee computed at a rate equal to 0.125% per annum on the daily stated amount of such letter of credit.

During the three months ended April 1, 2018, the federal funds rate ranged from 1.34% to 1.68%, the prime rate ranged from 4.50% to 4.75% and the one-month LIBOR ranged from 1.55% to 1.89% .

The weighted average effective interest rate incurred on our borrowings under our secured credit facilities was 5.5% and 4.6% for the three months ended April 1, 2018 and April 2, 2017, respectively, which includes amortization of deferred financing costs related to our secured credit facilities, amortization of our term loan facility original issue discount and commitment and other fees related to our secured credit facilities.

Obligations under the secured credit facilities are unconditionally guaranteed by Queso Holdings Inc. (“Parent”) on a limited-recourse basis and each of our existing and future direct and indirect material, wholly-owned domestic subsidiaries, subject to certain exceptions. The obligations are secured by a pledge of our capital stock and substantially all of our assets and those of each subsidiary guarantor, including capital stock of the subsidiary guarantors and 65% of the capital stock of the first-tier foreign subsidiaries that are not subsidiary guarantors, in each case subject to exceptions. Such security interests consist of first priority liens with respect to the collateral.

The secured credit facilities also contain customary affirmative and negative covenants, and events of default, which limit our ability to, among other things: incur additional debt or issue certain preferred shares; create liens on certain assets; make certain loans or investments (including acquisitions); pay dividends on or make distributions with respect to our capital stock or make other restricted payments; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; sell assets; enter into certain transactions with our affiliates; enter into sale-leaseback transactions; change our lines of business; restrict dividends from our subsidiaries or restrict liens; change our fiscal year; and modify the terms of certain debt or organizational agreements..

Our revolving credit facility includes a springing financial maintenance covenant that requires our net first lien senior secured leverage ratio not to exceed 6.25 to 1.00 (the ratio of consolidated net debt secured by first-priority liens on the collateral to the last twelve months’ EBITDA, as defined in the senior credit facilities). The covenant will be tested quarterly if the revolving credit facility is more than 30% drawn (excluding outstanding letters of credit) and will be a condition to drawings under the revolving credit facility that would result in more than 30% drawn thereunder.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Senior Unsecured Debt

Our senior unsecured debt consists of $255.0 million aggregate principal amount borrowings of 8.000% Senior Notes due 2022 (the “senior notes”). The senior notes bear interest at a rate of 8.000% per year and mature on February 15, 2022. We may redeem some or all of the senior notes at certain redemption prices set forth in the indenture governing the senior notes (the “indenture”).

We paid $6.4 million in debt issuance costs related to the senior notes, which we capitalized in “Bank indebtedness and other long-term debt, net of deferred financing costs” on our Consolidated Balance Sheets. The deferred financing costs are being amortized over the life of the senior notes and are included in “Interest expense” in our Consolidated Statements of Earnings.

Our obligations under the senior notes are fully and unconditionally guaranteed, jointly and severally, by our present and future direct and indirect wholly-owned material domestic subsidiaries that guarantee our secured credit facilities.

The indenture contains restrictive covenants that limit our ability to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) create liens on certain assets; (iii) make certain loans or investments (including acquisitions); (iv) pay dividends on or make distributions in respect of our capital stock or make other restricted payments; (v) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; (vi) sell assets; (vii) enter into certain transactions with our affiliates; and (viii) restrict dividends from our subsidiaries.

The weighted average effective interest rate incurred on borrowings under our senior notes was 8.2% for the both three months ended April 1, 2018 and April 2, 2017, which included amortization of deferred financing costs and other fees related to our senior notes.

Interest Expense

Interest expense consisted of the following for the periods presented:



	Three Months Ended
	April 1, 2018		April 2, 2017
	(in thousands)
Term loan facility ⁽¹⁾	$	9,119	$	7,608
Senior notes	5,082		5,083
Capital lease obligations	428		417
Sale leaseback obligations	2,630		2,638
Amortization of deferred financing costs	1,001		1,001
Other	297		314
Total interest expense	$	18,557	$	17,061

__________________

(1) Includes amortization of original issue discount.

The weighted average effective interest rate incurred on our borrowings under our secured credit facilities and senior notes (including amortized debt issuance costs, amortization of original issue discount, commitment and other fees related to the secured credit facilities and senior notes) was 6.2% for the three months ended April 1, 2018 and 5.5% for the three months ended April 2, 2017, respectively.

We were in compliance with the debt covenants in effect as of April 1, 2018 for both the secured credit facilities and the senior notes.

6. Fair Value of Financial Instruments:

Fair value measurements of financial instruments are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy) has been established.

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(Unaudited)

The following table presents information on our financial instruments as of the periods presented:



	April 1, 2018				December 31, 2017
	Carrying Amount ⁽¹⁾		Estimated Fair Value		Carrying Amount ⁽¹⁾		Estimated Fair Value
	(in thousands)
Financial Liabilities:
Bank indebtedness and other long-term debt:
Current portion	$	7,600	$	6,878	$	7,600	$	7,220
Long-term portion ⁽²⁾	975,441		889,430		977,206		937,662
Bank indebtedness and other long-term debt:	$	983,041	$	896,308	$	984,806	$	944,882

_________________

(1) Excluding net deferred financing costs.

(2) Net of original issue discount.

Our financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, our secured credit facilities and our senior notes. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximates fair value because of their short maturities. The estimated fair value of our secured credit facilities, term loan facility and senior notes was determined by using the respective average of the ask and bid price of our outstanding borrowings under our term loan facility and the senior notes as of the nearest open market date preceding the reporting period end. The average of the ask and bid price are classified as Level 2 in the fair value hierarchy.

Our non-financial assets, which include long-lived assets, including property, plant and equipment, goodwill and intangible assets, are reported at carrying value and are not required to be measured at fair value on a recurring basis. However, on a periodic basis, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable, we assess our long-lived assets for impairment.

During the three months ended April 1, 2018 and April 2, 2017, there were no significant transfers among Level 1, 2 or 3 fair value determinations.

7. Other Noncurrent Liabilities:

Other noncurrent liabilities consisted of the following as of the dates presented:



	April 1, 2018		December 31, 2017
	(in thousands)
Sale leaseback obligations, less current portion	$	177,133	$	177,933
Deferred rent liability	28,814		27,951
Deferred landlord contributions	7,711		6,282
Long-term portion of unfavorable leases	5,005		5,453
Other	4,197		4,268
Total other noncurrent liabilities	$	222,860	$	221,887

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(Unaudited)

8. Income Taxes:

Our income tax expense consists of the following for the periods presented:



	Three Months Ended
	April 1, 2018		April 2, 2017
	(in thousands, except %)
Federal and state income taxes	$	3,535	$	10,098
Foreign income taxes ⁽¹⁾	398		280
Income tax expense	$	3,933	$	10,378

_________________

(1) Including foreign taxes withheld.

Our effective income tax rate for the three months ended April 1, 2018 was 24.3% as compared to 37.6% for the three months ended April 2, 2017. Our effective income tax rate for the three months ended April 1, 2018 was impacted by the reduction in the U.S. federal statutory corporate tax rate from 35% to 21% resulting from the the TCJA signed into law on December 22, 2017. Our effective income tax rate for the three months ended April 1, 2018 differs from the statutory tax rate primarily due to state income taxes, the favorable impact of employment-related federal income tax credits, a one-time adjustment to deferred taxes (the tax effect of the cumulative foreign currency translation adjustment existing as of January 1, 2018) resulting from the change in our intent to no longer indefinitely reinvest monies previously loaned to our Canadian subsidiary partially offset by the negative impact of nondeductible litigation costs related to the Merger. Our effective income tax rate for the three months ended April 2, 2017 differed from the statutory rate primarily due to state income taxes and the favorable impact of employment-related federal income tax credits.

The TCJA’s reduction in the U.S. corporate tax rate from 35% to 21% (effective for Fiscal 2018) and increased allowance for bonus depreciation will have a favorable impact on our future after tax net income and cash flows. While we were able to make provisional estimates for the impact of the TJCA, the actual results may differ from these estimates, due to, among other things, changes in our interpretations and assumptions relating to the changes made by the TCJA and additional guidance that is anticipated to be issued by the U.S. Treasury and Internal Revenue Service including (i) the newly enacted increase in bonus depreciation for qualifying assets acquired and placed in service after September 27, 2017, (ii) the expansion of the limitation under Section 162(m) relating to the deductibility of executive compensation in excess of $1.0 million, and (iii) the one-time transition tax, net of foreign tax credits and operating losses, on earnings of foreign subsidiaries that were previously deferred from U.S. tax.

For the periods presented herein, we have used the year-to-date effective tax rate (the “discrete method”), as prescribed by ASC 740-270, Accounting for Income Taxes-Interim Reporting when a reliable estimate of the estimated annual rate cannot be made. We believe at this time, the use of the discrete method is more appropriate than the annual effective tax rate method due to significant variations in the customary relationship between income tax expense and projected annual pre-tax income or loss which occurs when annual projected pre-tax income or loss nears a relatively small amount in comparison to the differences between income and deductions determined for financial statement purposes versus income tax purposes. Using the discrete method, we have determined our current and deferred income tax expense as if the interim period were an annual period.

Our liability for uncertain tax positions (excluding interest and penalties) was $3.9 million as of April 1, 2018 and December 31, 2017 and if recognized would decrease our provision for income taxes by $2.6 million. Within the next twelve months, we could settle or otherwise conclude certain ongoing income tax audits. As such, it is reasonably possible that the liability for uncertain tax positions could decrease by as much as $1.0 million as a result of settlements with certain taxing authorities and expiring statutes of limitations within the next twelve months.

Total accrued interest and penalties related to unrecognized tax benefits as of April 1, 2018 and December 31, 2017 was $1.0 million. On the Consolidated Balance Sheets, we include current interest related to unrecognized tax benefits in “Accrued interest,” current penalties in “Accrued expenses” and noncurrent accrued interest and penalties in “Other noncurrent liabilities.”

9. Stock-Based Compensation Arrangements:

The 2014 Equity Incentive Plan provides Parent authority to grant equity incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards or performance compensation

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(Unaudited)

awards to certain directors, officers or employees of the Company. A summary of the options outstanding under the equity incentive plan as of April 1, 2018 and the activity for the three months ended April 1, 2018 is presented below:



	Stock Options		Weighted Average Exercise Price ⁽¹⁾	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
			($ per share)		($ in thousands)
Outstanding stock options, December 31, 2017	2,349,288		$9.00
Options Granted	112,769		$13.73
Options Exercised	(7,745	)	$9.96
Options Forfeited	(125,207	)	$9.63
Outstanding stock options, April 1, 2018	2,329,105		$9.18	6.5	$	6,909
Stock options expected to vest, April 1, 2018	1,613,199		$9.41	6.6	$	4,418
Exercisable stock options, April 1, 2018	536,662		$8.42	6.1	$	2,000

__________________

(1) The weighted average exercise price reflects the original grant date fair value per option as adjusted for the dividend payment made in August 2015.

As of April 1, 2018, we had $1.7 million of total unrecognized share-based compensation expense related to unvested options, which is expected to be amortized over the remaining weighted-average period of 0.9 years.

The following table summarizes stock-based compensation expense and the associated tax benefit recognized in the Consolidated Financial Statements for the periods presented:



	Three Months Ended
	April 1, 2018			April 2, 2017
	(in thousands)
Stock-based compensation costs	$	67		$	154
Portion capitalized as property and equipment ⁽¹⁾	(3		)	(3		)
Stock-based compensation expense recognized	$	64		$	151

__________________

(1)

We capitalize the portion of stock-based compensation costs related to our design, construction, facilities and legal departments that are directly attributable to our venue development projects, such as the design and construction of a new venue and the remodeling and expansion of our existing venues. Capitalized stock-based compensation costs attributable to our venue development projects are included in “Property and equipment, net” in the Consolidated Balance Sheets.

10. Stockholder’s Equity:

The following table summarizes the changes in stockholder’s equity during the three months ended April 1, 2018:



	Common Stock			Capital In Excess of Par Value		Accumulated Deficit			Accumulated Other Comprehensive Loss
	Shares	Amount		Capital In Excess of Par Value		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	(in thousands, except share information)
Balance at December 31, 2017	200	$	—	$	359,233	$	(95,199	)	$	(1,886	)	$	262,148
Net income	—	—		—		12,223			—			12,223
Other comprehensive income	—	—		—		—			154			154
Stock-based compensation costs	—	—		67		—			—			67
Balance April 1, 2018	200	$	—	$	359,300	$	(82,976	)	$	(1,732	)	$	274,592

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

11. Consolidating Guarantor Financial Information:

On February 14, 2014, CEC Entertainment, Inc. (the “Issuer”) merged with and into an entity controlled by Apollo Global Management, LLC and its subsidiaries, which we refer to as the “Merger”. The senior notes issued by the Issuer, in conjunction with the Merger, are our unsecured obligations and are fully and unconditionally, jointly and severally guaranteed by all of our 100% wholly-owned U.S. subsidiaries (the “Guarantors”). Our wholly-owned foreign subsidiaries and our less-than-wholly-owned U.S. subsidiaries are not a party to the guarantees (the “Non-Guarantors”). The following schedules present the condensed consolidating financial statements of the Issuer, Guarantors and Non-Guarantors, as well as consolidated results, for the periods presented:

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(Unaudited)



CEC Entertainment, Inc.
Condensed Consolidating Balance Sheet
As of April 1, 2018
(in thousands)

	Issuer			Guarantors		Non-Guarantors			Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	96,692		$	870	$	1,124		$	—		$	98,686
Restricted cash	—			—		86			—			86
Accounts receivable	19,888			2,956		5,495			(4,642		)	23,697
Inventories	16,467			4,430		300			—			21,197
Prepaid expenses	13,656			9,879		1,373			—			24,908
Total current assets	146,703			18,135		8,378			(4,642		)	168,574
Property and equipment, net	483,836			70,659		6,746			—			561,241
Goodwill	433,024			51,414		—			—			484,438
Intangible assets, net	16,202			463,302		—			—			479,504
Intercompany	73,250			—		—			(73,250		)	—
Investment in subsidiaries	471,726			—		—			(471,726		)	—
Other noncurrent assets	8,060			10,446		144			—			18,650
Total assets	$	1,632,801		$	613,956	$	15,268		$	(549,618	)	$	1,712,407
Current liabilities:
Bank indebtedness and other long-term debt, current portion	$	7,600		$	—	$	—		$	—		$	7,600
Capital lease obligations, current portion	598			—		10			—			608
Accounts payable and accrued expenses	51,888			44,148		6,363			—			102,399
Other current liabilities	4,376			511		—			—			4,887
Total current liabilities	64,462			44,659		6,373			—			115,494
Capital lease obligations, less current portion	12,802			—		50			—			12,852
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion	964,449			—		—			—			964,449
Deferred tax liability	100,303			14,789		(1,520		)	—			113,572
Intercompany	—			53,837		24,055			(77,892		)	—
Other noncurrent liabilities	216,193			14,787		468			—			231,448
Total liabilities	1,358,209			128,072		29,426			(77,892		)	1,437,815
Stockholder's equity:
Common stock	—			—		—			—			—
Capital in excess of par value	359,300			466,114		3,241			(469,355		)	359,300
Retained earnings (deficit)	(82,976		)	19,770		(15,667		)	(4,103		)	(82,976		)
Accumulated other comprehensive income (loss)	(1,732		)	—		(1,732		)	1,732			(1,732		)
Total stockholder's equity	274,592			485,884		(14,158		)	(471,726		)	274,592
Total liabilities and stockholder's equity	$	1,632,801		$	613,956	$	15,268		$	(549,618	)	$	1,712,407

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(Unaudited)



CEC Entertainment, Inc.
Condensed Consolidating Balance Sheet
As of December 31, 2017
(in thousands)

	Issuer			Guarantors		Non-Guarantors			Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	59,948		$	410	$	6,842		$	—		$	67,200
Restricted cash	—			—		112			—			112
Accounts receivable	27,098			3,283		2,563			(1,923		)	31,021
Inventories	17,104			4,614		282			—			22,000
Prepaid expenses	13,766			5,549		1,083			—			20,398
Total current assets	117,916			13,856		10,882			(1,923		)	140,731
Property and equipment, net	496,725			66,669		6,627			—			570,021
Goodwill	433,024			51,414		—			—			484,438
Intangible assets, net	16,764			463,613		—			—			480,377
Intercompany	90,937			10,770		—			(101,707		)	—
Investment in subsidiaries	462,873			—		—			(462,873		)	—
Other noncurrent assets	7,913			11,359		205			—			19,477
Total assets	$	1,626,152		$	617,681	$	17,714		$	(566,503	)	$	1,695,044
Current liabilities:
Bank indebtedness and other long-term debt, current portion	$	7,600		$	—	$	—		$	—		$	7,600
Capital lease obligations, current portion	586			—		10			—			596
Accounts payable and accrued expenses	58,014			35,134		4,169			—			97,317
Other current liabilities	4,265			511		—			—			4,776
Total current liabilities	70,465			35,645		4,179			—			110,289
Capital lease obligations, less current portion	12,956			—		54			—			13,010
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion	965,213			—		—			—			965,213
Deferred tax liability	99,083			16,697		(1,594		)	—			114,186
Intercompany	—			75,052		28,578			(103,630		)	—
Other noncurrent liabilities	216,287			13,465		446			—			230,198
Total liabilities	1,364,004			140,859		31,663			(103,630		)	1,432,896
Stockholder's equity:
Common stock	—			—		—			—			—
Capital in excess of par value	359,233			466,114		3,241			(469,355		)	359,233
Retained earnings (deficit)	(95,199		)	10,708		(15,304		)	4,596			(95,199		)
Accumulated other comprehensive income (loss)	(1,886		)	—		(1,886		)	1,886			(1,886		)
Total stockholder's equity	262,148			476,822		(13,949		)	(462,873		)	262,148
Total liabilities and stockholder's equity	$	1,626,152		$	617,681	$	17,714		$	(566,503	)	$	1,695,044

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(Unaudited)



CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the Three Months Ended April 1, 2018
(in thousands)

	Issuer		Guarantors		Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	102,648	$	13,958	$	1,771		$	—		$	118,377
Entertainment and merchandise sales	115,275		12,727		3,115			—			131,117
Total company venue sales	217,923		26,685		4,886			—			249,494
Franchise fees and royalties	572		4,143		695			—			5,410
International Association assessments and other fees	341		9,038		10,562			(19,941		)	—
Total revenues	218,836		39,866		16,143			(19,941		)	254,904
Operating Costs and Expenses:
Company venue operating costs:
Cost of food and beverage	22,884		3,891		585			—			27,360
Cost of entertainment and merchandise	8,766		446		170			—			9,382
Total cost of food, beverage, entertainment and merchandise	31,650		4,337		755			—			36,742
Labor expenses	60,829		5,095		1,425			—			67,349
Rent expense	21,797		1,689		563			—			24,049
Other venue operating expenses	42,908		3,590		969			(9,405		)	38,062
Total company venue operating costs	157,184		14,711		3,712			(9,405		)	166,202
Advertising expense	10,985		1,941		11,584			(10,536		)	13,974
General and administrative expenses	4,195		8,168		546			—			12,909
Depreciation and amortization	23,377		2,732		463			—			26,572
Transaction, severance and related litigation costs	313		221		—			—			534
Total operating costs and expenses	196,054		27,773		16,305			(19,941		)	220,191
Operating income (loss)	22,782		12,093		(162		)	—			34,713
Equity in earnings (loss) in affiliates	8,645		—		—			(8,645		)	—
Interest expense	17,528		844		185			—			18,557
Income (loss) before income taxes	13,899		11,249		(347		)	(8,645		)	16,156
Income tax expense	1,676		2,186		71			—			3,933
Net income (loss)	$	12,223	$	9,063	$	(418	)	$	(8,645	)	$	12,223

Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	154		—		154			(154		)	154
Comprehensive income (loss)	$	12,377	$	9,063	$	(264	)	$	(8,799	)	$	12,377

Table of Contents

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)



CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the Three Months Ended April 2, 2017
(in thousands)

	Issuer		Guarantors		Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	108,190	$	14,402	$	1,827		$	—		$	124,419
Entertainment and merchandise sales	118,788		14,112		3,017			—			135,917
Total company venue sales	226,978		28,514		4,844			—			260,336
Franchise fees and royalties	441		4,182		—			—			4,623
International Association assessments and other fees	314		10,544		10,509			(21,367		)	—
Total revenues	227,733		43,240		15,353			(21,367		)	264,959
Operating Costs and Expenses:
Company venue operating costs:
Cost of food and beverage	23,996		3,688		534			—			28,218
Cost of entertainment and merchandise	7,901		415		171			—			8,487
Total cost of food, beverage, entertainment and merchandise	31,897		4,103		705			—			36,705
Labor expenses	60,183		4,839		1,366			—			66,388
Rent expense	21,279		1,501		539			—			23,319
Other venue operating expenses	43,016		3,287		1,305			(10,858		)	36,750
Total company venue operating costs	156,375		13,730		3,915			(10,858		)	163,162
Advertising expense	10,936		1,846		11,109			(10,509		)	13,382
General and administrative expenses	5,317		9,882		172			—			15,371
Depreciation and amortization	25,744		2,072		489			—			28,305
Transaction, severance and related litigation costs	80		—		—			—			80
Total operating costs and expenses	198,452		27,530		15,685			(21,367		)	220,300
Operating income (loss)	29,281		15,710		(332		)	—			44,659
Equity in earnings (loss) in affiliates	10,654		—		—			(10,654		)	—
Interest expense	15,907		1,017		137			—			17,061
Income (loss) before income taxes	24,028		14,693		(469		)	(10,654		)	27,598
Income tax expense (benefit)	6,808		3,711		(141		)	—			10,378
Net income (loss)	$	17,220	$	10,982	$	(328	)	$	(10,654	)	$	17,220

Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	119		—		119			(119		)	119
Comprehensive income (loss)	$	17,339	$	10,982	$	(209	)	$	(10,773	)	$	17,339

Table of Contents

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)



CEC Entertainment, Inc.
Consolidating Statement of Cash Flows
For the Three Months Ended April 1, 2018
(in thousands)

	Issuer			Guarantors			Non-Guarantors			Eliminations		Consolidated
Cash flows provided by operating activities:	$	38,848		$	18,807		$	(5,091	)	$	—	$	52,564

Cash flows from investing activities:
Purchases of property and equipment	(9,502		)	(7,868		)	(690		)	—		(18,060		)
Development of internal use software	(622		)	107			—			—		(515		)
Proceeds from sale of property and equipment	316			(158		)	—			—		158
Cash flows provided by (used in) investing activities	(9,808		)	(7,919		)	(690		)	—		(18,417		)

Cash flows from financing activities:
Repayments on senior term loan	(1,900		)	—			—			—		(1,900		)
Repayments on note payable	—						—			—		—
Proceeds from sale-leaseback transaction	—			—			—			—		—
Payments on capital lease obligations	(143		)	—			(2		)	—		(145		)
Payments on sale leaseback transactions	(688		)	—			—			—		(688		)
Return of capital	—			—			—			—		—
Cash flows provided by (used in) financing activities	(2,731		)	—			(2		)	—