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 July 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 August 6, 2018, an aggregate of 200 shares of the registrant’s common stock, par value $0.01 per share were outstanding.

Table of Contents

CEC ENTERTAINMENT, INC.

TABLE OF CONTENTS



	Page
PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

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

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

Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended July 1, 2018 and July 2, 2017	5

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

Notes to Consolidated Financial Statements	8

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	44

ITEM 4. Controls and Procedures	45

PART II OTHER INFORMATION

ITEM 1. Legal Proceedings	46

ITEM 1A. Risk Factors	46

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	46

ITEM 6. Exhibits	47

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)



	July 1, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	88,887		$	67,200
Restricted cash	207			112
Accounts receivable	18,154			20,061
Income taxes receivable	6,073			10,960
Inventories	20,671			22,000
Prepaid expenses	28,745			20,398
Total current assets	162,737			140,731
Property and equipment, net	553,780			570,021
Goodwill	484,438			484,438
Intangible assets, net	478,682			480,377
Other noncurrent assets	18,062			19,477
Total assets	$	1,697,699		$	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	634			596
Accounts payable	34,050			31,374
Accrued expenses	37,644			36,616
Unearned revenues	19,959			21,050
Accrued interest	8,296			8,277
Other current liabilities	5,000			4,776
Total current liabilities	113,183			110,289
Capital lease obligations, less current portion	12,674			13,010
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion	963,243			965,213
Deferred tax liability	110,672			114,186
Accrued insurance	8,876			8,311
Other noncurrent liabilities	223,114			221,887
Total liabilities	1,431,762			1,432,896
Stockholder’s equity:
Common stock, $0.01 par value; authorized 1,000 shares; 200 shares issued as of July 1, 2018 and December 31, 2017	—			—
Capital in excess of par value	359,466			359,233
Accumulated deficit	(91,943		)	(95,199		)
Accumulated other comprehensive loss	(1,586		)	(1,886		)
Total stockholder’s equity	265,937			262,148
Total liabilities and stockholder’s equity	$	1,697,699		$	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						Six Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018		July 2, 2017
REVENUES:
Food and beverage sales	$	96,258		$	97,411		$	214,635	$	221,830
Entertainment and merchandise sales	115,904			109,724			247,021		245,641
Total company venue sales	212,162			207,135			461,656		467,471
Franchise fees and royalties	5,196			4,649			10,606		9,272
Total revenues	217,358			211,784			472,262		476,743
OPERATING COSTS AND EXPENSES:
Company venue operating costs (excluding Depreciation and amortization):
Cost of food and beverage	22,894			22,823			50,254		51,040
Cost of entertainment and merchandise	8,421			6,854			17,802		15,341
Total cost of food, beverage, entertainment and merchandise	31,315			29,677			68,056		66,381
Labor expenses	62,618			60,351			129,966		126,738
Rent expense	24,714			23,906			48,764		47,225
Other venue operating expenses	37,069			35,967			75,132		72,716
Total company venue operating costs	155,716			149,901			321,918		313,060
Other costs and expenses:
Advertising expense	12,977			12,237			26,952		25,619
General and administrative expenses	13,416			13,719			26,325		29,090
Depreciation and amortization	25,493			27,623			52,065		55,928
Transaction, severance and related litigation costs	191			490			725		570
Asset impairments	1,591			—			1,591		—
Total operating costs and expenses	209,384			203,970			429,576		424,267
Operating income	7,974			7,814			42,686		52,476
Interest expense	19,113			17,061			37,671		34,123
Income (loss) before income taxes	(11,139		)	(9,247		)	5,015		18,353
Income tax expense (benefit)	(2,174		)	(3,317		)	1,759		7,061
Net income (loss)	$	(8,965	)	$	(5,930	)	$	3,256	$	11,292

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 (LOSS)

(Unaudited)

(in thousands)



	Three Months Ended						Six Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018		July 2, 2017
Net income (loss)	$	(8,965	)	$	(5,930	)	$	3,256	$	11,292
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	145			420			300		539
Comprehensive income (loss)	$	(8,820	)	$	(5,510	)	$	3,556	$	11,831

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)



	Six Months Ended
	July 1, 2018			July 2, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,256		$	11,292
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	52,065			55,928
Deferred income taxes	(3,626		)	(3,589		)
Stock-based compensation expense	227			336
Amortization of lease related liabilities	(508		)	(237		)
Amortization of original issue discount and deferred debt financing costs	2,226			2,273
Loss on asset disposals, net	2,038			3,716
Asset impairments	1,591			—
Non-cash rent expense	2,931			2,101
Other adjustments	348			9
Changes in operating assets and liabilities:
Accounts receivable	2,380			2,770
Inventories	1,314			(7,453		)
Prepaid expenses	(7,430		)	(2,587		)
Accounts payable	1,439			8,031
Accrued expenses	1,134			(3,090		)
Unearned revenues	(1,089		)	2,905
Accrued interest	14			54
Income taxes (receivable) payable	4,964			2,933
Deferred landlord contributions	1,751			1,210
Net cash provided by operating activities	65,025			76,602
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(36,808		)	(47,045		)
Development of internal use software	(1,022		)	(2,075		)
Proceeds from sale of property and equipment	412			237
Net cash used in investing activities	(37,418		)	(48,883		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on senior term loan	(3,800		)	(3,800		)
Repayments on note payable	—			(13		)
Proceeds from sale leaseback transaction	—			4,073
Payment of debt financing costs	(395		)	—
Payments on capital lease obligations	(295		)	(218		)
Payments on sale leaseback obligations	(1,384		)	(1,161		)

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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	(5,874		)	328
Effect of foreign exchange rate changes on cash	49			239
Change in cash, cash equivalents and restricted cash	21,782			28,286
Cash, cash equivalents and restricted cash at beginning of period	67,312			61,291
Cash, cash equivalents and restricted cash at end of period	$	89,094		$	89,577


	Six Months Ended
	July 1, 2018			July 2, 2017
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	35,906		$	31,861
Income taxes paid, net	$	421		$	7,716
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued construction costs	$	1,352		$	2,214

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 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 VIEs 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 $1.3 million and $1.2 million for the six months ended July 1, 2018 and July 2, 2017, respectively. Our contributions to the Association Funds are eliminated in consolidation. On January 1, 2018 we adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). As a result of the adoption of ASU 2016-15, Statement of Cash Flows (Topic 230) and ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, on January 1, 2018, 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 these new accounting standards on our Consolidated financial statements “Recently Issued Accounting Guidance - Accounting Guidance Adopted - below.

We reclassified $1.8 million and $3.7 million, respectively, of depreciation and amortization for the three and six months ended July 2, 2017 which was previously included in “General and administrative expenses” and we reclassified “Depreciation and amortization” of $25.8 million and $52.2 million, respectively, for the three months and six months ended July 2, 2017 from “Company venue operating costs” to a single classification as “Depreciation and amortization” now shown in “Other costs and expenses” in our Consolidated Statements of Earnings, to conform to the current period’s presentation.

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 and six months ended July 1, 2018 and July 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 elected the modified retrospective method to apply this standard. 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 July 2, 2017 for a total balance of $89.6 million, which resulted in a reduction in net cash provided by operating activities of $0.2 million in the Consolidated Statement of Cash Flows for the six months ended July 2, 2017. The adoption of these amendments did not impact net cash used in investing or financing activities for the six months ended July 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 Flows 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 six months ended July 1, 2018 and July 2, 2017 is as follows:



	July 1, 2018		December 31, 2017		July 2, 2017		January 1, 2017
	(in thousands)
Cash and cash equivalents	$	88,887	$	67,200	$	89,462	$	61,023
Restricted cash	207		112		115		268
Cash, cash equivalents and restricted cash	$	89,094	$	67,312	$	89,577	$	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. 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 December 31, 2018. 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 venues are recognized when sold. A portion of our entertainment revenue includes customer purchases of game play credits on Play Pass game cards. We recognize a liability for the estimated amount of unused game play credits which we believe our customers will 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.

ASU 2016-10 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 recognized revenue from initial franchise and development fees upon the opening of a franchised restaurant when we completed all of our material obligations and initial services. Additionally, our national advertising fund receipts from Association members are now accounted for on a gross basis as “Franchise fees and royalties,” when historically they were netted against “Advertising expense.” Revenue related to advertising contributions from our franchisees was $0.6 million and $1.3 million in the three and six months ended July 1, 2018, respectively, and is recorded in “Franchise fees and royalties” in our Consolidated Statement of Earnings.

Liabilities relating to unused game credits, 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 six months ended July 1, 2018:



	Balance at							Balance at
	January 1, 2018		Revenue Deferred		Revenue Recognized			July 1, 2018
	(in thousands)
PlayPass related deferred revenue	$	12,035	$	36,136	$	(38,183	)	$	9,988
Gift card related deferred revenue	3,868		2,883		(3,476		)	3,275
Unearned franchise and development fees	4,274		1,045		(31		)	5,288
Other unearned revenues	873		13,547		(13,012		)	1,408
Total unearned revenue	$	21,050	$	53,611	$	(54,702	)	$	19,959

3. Property and Equipment

Asset Impairments

During the three and six months ended July 1, 2018 we recognized an impairment charge of $1.6 million, primarily related to one venue. This impairment charge was the result of a decline in the venue’s financial performance, primarily related to various economic factors in the market in which the venue is located. As of July 1, 2018, the aggregate carrying value of the property and equipment at impaired venues, after the impairment charge, was $0.4 million for venues impaired in 2018.

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CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

4. Intangible Assets, Net:

The following table presents our indefinite and definite-lived intangible assets at July 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		(7,976		)	6,904
Franchise agreements	25	53,300		(8,222		)	45,078
		$	494,880	$	(16,198	)	$	478,682

__________________

(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 $0.3 million and $0.4 million for the three months ended July 1, 2018 and July 2, 2017, respectively, and $0.7 million and $0.9 million for the six months ended July 1, 2018 and July 2, 2017, respectively, 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 July 1, 2018 and July 2, 2017, respectively, and $1.0 million for both the six months ended July 1, 2018 and July 2, 2017, respectively, and is included in “Depreciation and amortization” in our Consolidated Statements of Earnings.

5. Accounts Payable:

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



	July 1, 2018		December 31, 2017
	(in thousands)
Trade and other amounts payable	$	23,881	$	20,492
Book overdraft	10,169		10,882
Accounts payable	$	34,050	$	31,374

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

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CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

6. Indebtedness and Interest Expense:

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



	July 1, 2018			December 31, 2017
	(in thousands)
Term loan facility	$	727,700		$	731,500
Senior notes	255,000			255,000
Total debt outstanding	982,700			986,500
Less:
Unamortized original issue discount	(1,424		)	(1,694		)
Deferred financing costs, net	(10,433		)	(11,993		)
Current portion	(7,600		)	(7,600		)
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion	$	963,243		$	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 term loan facility requires scheduled quarterly payments equal to 0.25% of the original principal amount from July 2014 to December 2020, with the remaining balance paid at maturity, February 14, 2021. We had no borrowings outstanding and $9.0 million and $9.9 million, respectively of issued but undrawn letters of credit under the revolving credit facility as of July 1, 2018 and December 31, 2017, respectively.

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 excess cash flow (as defined in the secured 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. The maturity date of the amount of the revolving credit facility that was not extended remains February 14, 2019.

The term loan was issued net of $3.8 million of original issue discount. We also paid $17.8 million and $3.8 million in debt financing costs related to the term loan facility and revolving credit facility inclusive of costs incurred in connection with the May 8, 2018 incremental assumption agreement, respectively. All debt financing costs were 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 related to the term loan facility are amortized over the life of the term loan facility, and the deferred financing costs related to the revolving credit facility are being amortized through November 16, 2020, 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

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(Unaudited)

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 six months ended July 1, 2018, the federal funds rate ranged from 1.34% to 1.92%, the prime rate ranged from 4.50% to 5.00% and the one-month LIBOR ranged from 1.55% to 2.10%.

The weighted average effective interest rate incurred on our borrowings under our secured credit facilities was 5.6% and 4.6% for the six months ended July 1, 2018 and July 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.

Senior Unsecured Debt

Our senior unsecured debt consists of $255.0 million aggregate principal amount borrowings of 8.0% Senior Notes due 2022 (the “senior notes”). The senior notes bear interest at a rate of 8.0% 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);

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(Unaudited)

(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 six months ended July 1, 2018 and July 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
	July 1, 2018		July 2, 2017
	(in thousands)
Term loan facility ⁽¹⁾	$	9,681	$	7,619
Senior notes	5,083		5,083
Capital lease obligations	431		414
Sale leaseback obligations	2,623		2,663
Amortization of deferred financing costs	954		1,001
Other	341		281
Total interest expense	$	19,113	$	17,061



	Six Months Ended
	July 1, 2018		July 2, 2017
	(in thousands)
Term loan facility ⁽¹⁾	$	18,800	$	15,226
Senior notes	10,165		10,165
Capital lease obligations	859		831
Sale leaseback obligations	5,252		5,302
Amortization of deferred financing costs	1,955		2,003
Other	640		596
Total interest expense	$	37,671	$	34,123

__________________

(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 6.3% for the six months ended July 1, 2018 and 5.5% for the six months ended July 2, 2017, respectively.

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

7. 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.

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

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(Unaudited)



	July 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	$	7,068	$	7,600	$	7,220
Long-term portion ⁽²⁾	973,676		896,189		977,206		937,662
Bank indebtedness and other long-term debt:	$	981,276	$	903,257	$	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 six months ended July 1, 2018 and July 2, 2017, there were no significant transfers among Level 1, 2 or 3 fair value determinations.

8. Other Noncurrent Liabilities:

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



	July 1, 2018		December 31, 2017
	(in thousands)
Sale leaseback obligations, less current portion	$	176,324	$	177,933
Deferred rent liability	29,775		27,951
Deferred landlord contributions	7,571		6,282
Long-term portion of unfavorable leases	4,577		5,453
Other	4,867		4,268
Total other noncurrent liabilities	$	223,114	$	221,887

9. Income Taxes:

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



	Three Months Ended
	July 1, 2018			July 2, 2017
	(in thousands)
Federal and state income taxes	$	(2,251	)	$	(3,420	)
Foreign income taxes ⁽¹⁾	77			103
Income tax benefit	$	(2,174	)	$	(3,317	)



	Six Months Ended
	July 1, 2018		July 2, 2017
	(in thousands)
Federal and state income taxes	$	1,284	$	6,678
Foreign income taxes ⁽¹⁾	475		383
Income tax expense	$	1,759	$	7,061

_________________

(1) Including foreign taxes withheld.

Our effective income tax rates for the three and six months ended July 1, 2018 were 19.5% and 35.1%, respectively, as compared to 35.9% and 38.5%, respectively, for the three and six months ended July 2, 2017. Our effective income tax rate for the three and six months ended July 1, 2018 was impacted by the reduction in the U.S. federal statutory corporate income tax rate from 35% to 21% resulting from the Tax Cuts and Jobs Act (TCJA) signed into law on December 22, 2017. Our effective income tax rate for the three and six months ended July 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, non-deductible penalties, and state tax legislation enacted during the second quarter of 2018 that increased the amount of income subject to state taxation and changed state income tax rates. Our effective income tax rates for the three and six months ended July 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 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 regarding (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

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(Unaudited)

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 July 1, 2018 and December 31, 2017 and if recognized would decrease our provision for income taxes by $2.7 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 $1.1 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 July 1, 2018 and December 31, 2017 was $1.1 million and $1.0 million, respectively. 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.”

10. 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 awards to certain directors, officers or employees of the Company. A summary of the options outstanding under the equity incentive plan as of July 1, 2018 and the activity for the six months ended July 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	(191,632	)	$9.58
Outstanding stock options, July 1, 2018	2,262,680		$9.17	6.2	$	132
Stock options expected to vest, July 1, 2018	1,573,236		$9.40	6.3	$	—
Exercisable stock options, July 1, 2018	514,639		$8.41	5.8	$	423

__________________

(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 July 1, 2018, we had $1.1 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 2.8 years.

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(Unaudited)

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
	July 1, 2018			July 2, 2017
	(in thousands)
Stock-based compensation costs	$	166		$	189
Portion capitalized as property and equipment ⁽¹⁾	(3		)	(3		)
Stock-based compensation expense recognized	$	163		$	186



	Six Months Ended
	July 1, 2018			July 2, 2017
	(in thousands)
Stock-based compensation costs	$	233		$	343
Portion capitalized as property and equipment ⁽¹⁾	(6		)	(7		)
Stock-based compensation expense recognized	$	227		$	336

__________________

(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.

11. Stockholder’s Equity:

The following table summarizes the changes in stockholder’s equity during the six months ended July 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	—	—				3,256						3,256
Other comprehensive income	—	—							300			300
Stock-based compensation costs	—	—		233								233
Balance July 1, 2018	200	$	—	$	359,466	$	(91,943	)	$	(1,586	)	$	265,937

12. 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 July 1, 2018
(in thousands)

	Issuer			Guarantors		Non-Guarantors			Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	86,234		$	1,884	$	769		$	—		$	88,887
Restricted cash	—			—		207			—			207
Accounts receivable	20,823			2,748		4,665			(4,009		)	24,227
Inventories	16,361			4,041		269			—			20,671
Prepaid expenses	14,360			13,083		1,302			—			28,745
Total current assets	137,778			21,756		7,212			(4,009		)	162,737
Property and equipment, net	474,661			72,528		6,591			—			553,780
Goodwill	433,024			51,414		—			—			484,438
Intangible assets, net	15,692			462,990		—			—			478,682
Intercompany	76,325			—		—			(76,325		)	—
Investment in subsidiaries	477,703			—		—			(477,703		)	—
Other noncurrent assets	7,870			10,111		81			—			18,062
Total assets	$	1,623,053		$	618,799	$	13,884		$	(558,037	)	$	1,697,699
Current liabilities:
Bank indebtedness and other long-term debt, current portion	$	7,600		$	—	$	—		$	—		$	7,600
Capital lease obligations, current portion	624			—		10			—			634
Accounts payable and accrued expenses	55,843			39,717		4,389			—			99,949
Other current liabilities	4,490			510		—			—			5,000
Total current liabilities	68,557			40,227		4,399			—			113,183
Capital lease obligations, less current portion	12,627			—		47			—			12,674
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion	963,243			—		—			—			963,243
Deferred tax liability	96,539			16,056		(1,923		)	—			110,672
Intercompany	—			53,341		26,993			(80,334		)	—
Other noncurrent liabilities	216,150			15,379		461			—			231,990
Total liabilities	1,357,116			125,003		29,977			(80,334		)	1,431,762
Stockholder's equity:
Common stock	—			—		—			—			—
Capital in excess of par value	359,466			466,115		3,241			(469,356		)	359,466
Retained earnings (deficit)	(91,943		)	27,681		(17,748		)	(9,933		)	(91,943		)
Accumulated other comprehensive income (loss)	(1,586		)	—		(1,586		)	1,586			(1,586		)
Total stockholder's equity	265,937			493,796		(16,093		)	(477,703		)	265,937
Total liabilities and stockholder's equity	$	1,623,053		$	618,799	$	13,884		$	(558,037	)	$	1,697,699

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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 July 1, 2018
(in thousands)


	Issuer			Guarantors		Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	81,611		$	13,438	$	1,209		$	—		$	96,258
Entertainment and merchandise sales	100,495			13,147		2,262			—			115,904
Total company venue sales	182,106			26,585		3,471			—			212,162
Franchise fees and royalties	429			4,216		551			—			5,196
International Association assessments and other fees	233			9,713		8,529			(18,475		)	—
Total revenues	182,768			40,514		12,551			(18,475		)	217,358
Operating Costs and Expenses:
Company venue operating costs:
Cost of food and beverage	18,848			3,607		439			—			22,894
Cost of entertainment and merchandise	7,899			403		119			—			8,421
Total cost of food, beverage, entertainment and merchandise	26,747			4,010		558			—			31,315
Labor expenses	56,461			4,994		1,163			—			62,618
Rent expense	21,900			2,319		495			—			24,714
Other venue operating expenses	42,386			3,793		837			(9,947		)	37,069
Total company venue operating costs	147,494			15,116		3,053			(9,947		)	155,716
Advertising expense	8,773			1,420		11,312			(8,528		)	12,977
General and administrative expenses	4,326			8,669		421			—			13,416
Depreciation and amortization	22,268			2,713		512			—			25,493
Transaction, severance and related litigation costs	146			45		—			—			191
Asset impairments	86			1,505		—			—			1,591
Total operating costs and expenses	183,093			29,468		15,298			(18,475		)	209,384
Operating income (loss)	(325		)	11,046		(2,747		)	—			7,974
Equity in earnings (loss) in affiliates	5,778			—		—			(5,778		)	—
Interest expense	18,099			911		103			—			19,113
Income (loss) before income taxes	(12,646		)	10,135		(2,850		)	(5,778		)	(11,139		)
Income tax expense	(3,681		)	2,227		(720		)	—			(2,174		)
Net income (loss)	$	(8,965	)	$	7,908	$	(2,130	)	$	(5,778	)	$	(8,965	)

Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	145			—		145			(145		)	145
Comprehensive income (loss)	$	(8,820	)	$	7,908	$	(1,985	)	$	(5,923	)	$	(8,820	)

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 July 2, 2017
(in thousands)


	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	82,807		$	13,324		$	1,280		$	—		$	97,411
Entertainment and merchandise sales	88,857			18,811			2,056			—			109,724
Total company venue sales	171,664			32,135			3,336			—			207,135
Franchise fees and royalties	463			4,186			—			—			4,649
International Association assessments and other fees	375			10,544			8,098			(19,017		)	—
Total revenues	172,502			46,865			11,434			(19,017		)	211,784
Operating Costs and Expenses:
Company venue operating costs:
Cost of food and beverage	18,936			3,464			423			—			22,823
Cost of entertainment and merchandise	6,329			389			136			—			6,854
Total cost of food, beverage, entertainment and merchandise	25,265			3,853			559			—			29,677
Labor expenses	54,654			4,541			1,156			—			60,351
Rent expense	21,825			1,552			529			—			23,906
Other venue operating expenses	42,664			3,259			990			(10,946		)	35,967
Total company venue operating costs	144,408			13,205			3,234			(10,946		)	149,901
Advertising expense	8,315			1,413			10,580			(8,071		)	12,237
General and administrative expenses	4,391			9,268			60			—			13,719
Depreciation and amortization	24,729			2,401			493			—			27,623
Transaction, severance and related litigation costs	490			—			—			—			490
Total operating costs and expenses	182,333			26,287			14,367			(19,017		)	203,970
Operating income (loss)	(9,831		)	20,578			(2,933		)	—			7,814
Equity in earnings (loss) in affiliates	27,993			—			—			(27,993		)	—
Interest expense	15,921			975			165			—			17,061
Income (loss) before income taxes	2,241			19,603			(3,098		)	(27,993		)	(9,247		)
Income tax expense (benefit)	8,171			(10,515		)	(973		)	—			(3,317		)
Net income (loss)	$	(5,930	)	$	30,118