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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cec Entertainment, Inc. | NYSE:CEC | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 53.98 | 0.00 | 01:00:00 |
|
|
|
|
|
Kansas
|
|
1-13687
|
|
48-0905805
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
(d)
|
Exhibits
|
|
|
Exhibit
Number
|
Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEC ENTERTAINMENT, INC.
|
||
|
|
|
|
|||
Date: February 22, 2019
|
|
|
|
By:
|
|
/s/ James A. Howell
|
|
|
|
|
|
|
James A. Howell
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
(1)
|
For our definition of Adjusted EBITDA, see the financial table “Reconciliation of Non-GAAP Financial Measures” included within this press release.
|
|
|
Chuck E. Cheese’s
|
|
Peter Piper Pizza
|
|
Total
|
|||
Company operated
|
|
515
|
|
|
39
|
|
|
554
|
|
Domestic franchised
|
|
26
|
|
|
61
|
|
|
87
|
|
International franchised
|
|
65
|
|
|
44
|
|
|
109
|
|
Total
|
|
606
|
|
|
144
|
|
|
750
|
|
•
|
our strategy, outlook and growth prospects;
|
•
|
our operational and financial targets and dividend policy;
|
•
|
our planned expansion of the venue base and the implementation of the new design in our existing venues;
|
•
|
general economic trends and trends in the industry and markets; and
|
•
|
the competitive environment in which we operate.
|
•
|
negative publicity and changes in consumer preferences;
|
•
|
our ability to successfully expand and update our current venue base;
|
•
|
our ability to successfully implement our marketing strategy;
|
•
|
our ability to compete effectively in an environment of intense competition;
|
•
|
our ability to weather economic uncertainty and changes in consumer discretionary spending;
|
•
|
increases in food, labor and other operating costs;
|
•
|
our ability to successfully open international franchises and to operate under the United States and foreign anti-corruption laws that govern those international ventures;
|
•
|
risks related to our substantial indebtedness;
|
•
|
failure of our information technology systems to support our current and growing businesses;
|
•
|
disruptions to our commodity distribution system;
|
•
|
our dependence on third-party vendors to provide us with sufficient quantities of new entertainment-related equipment, prizes and merchandise at acceptable prices;
|
•
|
risks from product liability claims and product recalls;
|
•
|
the impact of governmental laws and regulations and the outcomes of legal proceedings;
|
•
|
potential liability under certain state property laws;
|
•
|
fluctuations in our financial results due to new venue openings;
|
•
|
local conditions, natural disasters, terrorist attacks and other events and public health issues;
|
•
|
the seasonality of our business;
|
•
|
inadequate insurance coverage;
|
•
|
labor shortages and immigration reform;
|
•
|
loss of certain personnel;
|
•
|
our ability to protect our trademarks or other proprietary rights;
|
•
|
risks associated with owning and leasing real estate, as well as the risks from any forced venue relocation or closure;
|
•
|
our ability to successfully integrate the operations of companies we acquire;
|
•
|
impairment charges for goodwill, indefinite-lived intangible assets or other long-lived assets;
|
•
|
our failure to maintain adequate internal controls over our financial and management systems; and
|
•
|
other risks, uncertainties and factors set forth in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2017
, filed with the SEC on
March 28, 2018
.
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
||||||||||||||||||||||||
|
December 30,
2018 |
|
December 31,
2017 |
|
|
December 30,
2018 |
|
December 31,
2017 |
||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Food and beverage sales
|
$
|
88,000
|
|
|
43.4
|
%
|
|
$
|
90,524
|
|
|
46.0
|
%
|
|
|
$
|
396,658
|
|
|
44.3
|
%
|
|
$
|
410,609
|
|
|
46.3
|
%
|
Entertainment and merchandise sales
|
110,044
|
|
|
54.2
|
%
|
|
102,005
|
|
|
51.9
|
%
|
|
|
478,676
|
|
|
53.4
|
%
|
|
458,279
|
|
|
51.7
|
%
|
||||
Total company venue sales
|
198,044
|
|
|
97.6
|
%
|
|
192,529
|
|
|
97.9
|
%
|
|
|
875,334
|
|
|
97.7
|
%
|
|
868,888
|
|
|
98.0
|
%
|
||||
Franchise fees and royalties
|
4,815
|
|
|
2.4
|
%
|
|
4,152
|
|
|
2.1
|
%
|
|
|
20,732
|
|
|
2.3
|
%
|
|
17,883
|
|
|
2.0
|
%
|
||||
Total revenues
|
202,859
|
|
|
100.0
|
%
|
|
196,681
|
|
|
100.0
|
%
|
|
|
896,066
|
|
|
100.0
|
%
|
|
886,771
|
|
|
100.0
|
%
|
||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Company venue operating costs (excluding Depreciation and amortization):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of food and beverage
(1)
|
21,545
|
|
|
24.5
|
%
|
|
22,555
|
|
|
24.9
|
%
|
|
|
94,319
|
|
|
23.8
|
%
|
|
97,570
|
|
|
23.8
|
%
|
||||
Cost of entertainment and merchandise
(2)
|
8,975
|
|
|
8.2
|
%
|
|
7,177
|
|
|
7.0
|
%
|
|
|
36,650
|
|
|
7.7
|
%
|
|
29,948
|
|
|
6.5
|
%
|
||||
Total cost of food, beverage, entertainment and merchandise
(3)
|
30,520
|
|
|
15.4
|
%
|
|
29,732
|
|
|
15.4
|
%
|
|
|
130,969
|
|
|
15.0
|
%
|
|
127,518
|
|
|
14.7
|
%
|
||||
Labor expenses
(3)
|
61,333
|
|
|
31.0
|
%
|
|
60,102
|
|
|
31.2
|
%
|
|
|
256,327
|
|
|
29.3
|
%
|
|
248,061
|
|
|
28.5
|
%
|
||||
Rent expense
(3)
|
23,870
|
|
|
12.1
|
%
|
|
24,433
|
|
|
12.7
|
%
|
|
|
96,484
|
|
|
11.0
|
%
|
|
95,917
|
|
|
11.0
|
%
|
||||
Other venue operating expenses
(3)
|
36,893
|
|
|
18.6
|
%
|
|
36,184
|
|
|
18.8
|
%
|
|
|
150,255
|
|
|
17.2
|
%
|
|
149,462
|
|
|
17.2
|
%
|
||||
Total company venue operating costs
(3)
|
152,616
|
|
|
77.1
|
%
|
|
150,451
|
|
|
78.1
|
%
|
|
|
634,035
|
|
|
72.4
|
%
|
|
620,958
|
|
|
71.5
|
%
|
||||
Other costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising expense
|
10,188
|
|
|
5.0
|
%
|
|
10,677
|
|
|
5.4
|
%
|
|
|
48,198
|
|
|
5.4
|
%
|
|
48,379
|
|
|
5.5
|
%
|
||||
General and administrative expenses
|
15,330
|
|
|
7.6
|
%
|
|
13,817
|
|
|
7.0
|
%
|
|
|
54,850
|
|
|
6.1
|
%
|
|
56,482
|
|
|
6.4
|
%
|
||||
Depreciation and amortization
|
23,916
|
|
|
11.8
|
%
|
|
26,707
|
|
|
13.6
|
%
|
|
|
100,720
|
|
|
11.2
|
%
|
|
109,771
|
|
|
12.4
|
%
|
||||
Transaction, severance and related litigation costs
|
64
|
|
|
—
|
%
|
|
750
|
|
|
0.4
|
%
|
|
|
527
|
|
|
0.1
|
%
|
|
1,448
|
|
|
0.2
|
%
|
||||
Asset impairments
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
|
6,935
|
|
|
0.8
|
%
|
|
1,843
|
|
|
0.2
|
%
|
||||
Total operating costs and expenses
|
202,114
|
|
|
99.6
|
%
|
|
202,402
|
|
|
102.9
|
%
|
|
|
845,265
|
|
|
94.3
|
%
|
|
838,881
|
|
|
94.6
|
%
|
||||
Operating income (loss)
|
745
|
|
|
0.4
|
%
|
|
(5,721
|
)
|
|
(2.9
|
)%
|
|
|
50,801
|
|
|
5.7
|
%
|
|
47,890
|
|
|
5.4
|
%
|
||||
Interest expense
|
19,544
|
|
|
9.6
|
%
|
|
17,542
|
|
|
8.9
|
%
|
|
|
76,283
|
|
|
8.5
|
%
|
|
69,115
|
|
|
7.8
|
%
|
||||
Loss before income taxes
|
(18,799
|
)
|
|
(9.3
|
)%
|
|
(23,263
|
)
|
|
(11.8
|
)%
|
|
|
(25,482
|
)
|
|
(2.8
|
)%
|
|
(21,225
|
)
|
|
(2.4
|
)%
|
||||
Income tax benefit
|
(4,567
|
)
|
|
(2.3
|
)%
|
|
(76,131
|
)
|
|
(38.7
|
)%
|
|
|
(5,021
|
)
|
|
(0.6
|
)%
|
|
(74,291
|
)
|
|
(8.4
|
)%
|
||||
Net income (loss)
|
$
|
(14,232
|
)
|
|
(7.0
|
)%
|
|
$
|
52,868
|
|
|
26.9
|
%
|
|
|
$
|
(20,461
|
)
|
|
(2.3
|
)%
|
|
$
|
53,066
|
|
|
6.0
|
%
|
|
|
December 30,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
63,170
|
|
|
$
|
67,200
|
|
Restricted cash
|
|
151
|
|
|
112
|
|
||
Other current assets
|
|
83,411
|
|
|
73,419
|
|
||
Total current assets
|
|
146,732
|
|
|
140,731
|
|
||
Property and equipment, net
|
|
539,185
|
|
|
570,021
|
|
||
Goodwill
|
|
484,438
|
|
|
484,438
|
|
||
Intangible assets, net
|
|
477,085
|
|
|
480,377
|
|
||
Other noncurrent assets
|
|
18,725
|
|
|
19,477
|
|
||
Total assets
|
|
$
|
1,666,165
|
|
|
$
|
1,695,044
|
|
LIABILITIES AND STOCKHOLDER’S EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Bank indebtedness and other long-term debt, current portion
|
|
$
|
7,600
|
|
|
$
|
7,600
|
|
Other current liabilities
|
|
98,981
|
|
|
102,689
|
|
||
Total current liabilities
|
|
106,581
|
|
|
110,289
|
|
||
Capital lease obligations, less current portion
|
|
12,330
|
|
|
13,010
|
|
||
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion
|
|
961,514
|
|
|
965,213
|
|
||
Deferred tax liability
|
|
107,058
|
|
|
114,186
|
|
||
Other noncurrent liabilities
|
|
236,110
|
|
|
230,198
|
|
||
Total liabilities
|
|
1,423,593
|
|
|
1,432,896
|
|
||
Stockholder’s equity:
|
|
|
|
|
||||
Common stock, $0.01 par value; authorized 1,000 shares; 200 shares issued as of December 30, 2018 and December 31, 2017
|
|
—
|
|
|
—
|
|
||
Capital in excess of par value
|
|
359,571
|
|
|
359,233
|
|
||
Accumulated deficit
|
|
(115,660
|
)
|
|
(95,199
|
)
|
||
Accumulated other comprehensive loss
|
|
(1,339
|
)
|
|
(1,886
|
)
|
||
Total stockholder’s equity
|
|
242,572
|
|
|
262,148
|
|
||
Total liabilities and stockholder’s equity
|
|
$
|
1,666,165
|
|
|
$
|
1,695,044
|
|
|
|
Twelve Months Ended
|
||||||
|
|
December 30,
2018 |
|
December 31,
2017 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|||||||
Net income (loss)
|
|
$
|
(20,461
|
)
|
|
$
|
53,066
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
100,720
|
|
|
109,771
|
|
||
Asset impairments
|
|
6,935
|
|
|
1,843
|
|
||
Deferred income taxes
|
|
(8,182
|
)
|
|
(71,875
|
)
|
||
Stock-based compensation expense
|
|
324
|
|
|
606
|
|
||
Amortization of lease related liabilities
|
|
(993
|
)
|
|
(632
|
)
|
||
Amortization of original issue discount and deferred debt financing costs
|
|
4,344
|
|
|
4,546
|
|
||
Loss on asset disposals, net
|
|
3,436
|
|
|
7,398
|
|
||
Non-cash rent expense
|
|
5,372
|
|
|
4,884
|
|
||
Other adjustments
|
|
768
|
|
|
322
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Operating assets
|
|
(7,051
|
)
|
|
(1,600
|
)
|
||
Operating liabilities
|
|
1,578
|
|
|
(4,032
|
)
|
||
Net cash provided by operating activities
|
|
86,790
|
|
|
104,297
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(77,088
|
)
|
|
(90,958
|
)
|
||
Development of internal use software
|
|
(2,756
|
)
|
|
(3,243
|
)
|
||
Proceeds from sale of property and equipment
|
|
560
|
|
|
489
|
|
||
Net cash used in investing activities
|
|
(79,284
|
)
|
|
(93,712
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Repayments on senior term loan
|
|
(7,600
|
)
|
|
(7,600
|
)
|
||
Proceeds from sale leaseback transaction
|
|
—
|
|
|
4,073
|
|
||
Other financing activities
|
|
(3,947
|
)
|
|
(1,503
|
)
|
||
Net cash used in financing activities
|
|
(11,547
|
)
|
|
(5,030
|
)
|
||
Effect of foreign exchange rate changes on cash
|
|
50
|
|
|
466
|
|
||
Change in cash, cash equivalents and restricted cash
|
|
(3,991
|
)
|
|
6,021
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
|
67,312
|
|
|
61,291
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
63,321
|
|
|
$
|
67,312
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||
|
|
December 30,
2018 |
|
December 31,
2017 |
|
December 30,
2018 |
|
December 31,
2017 |
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
202,859
|
|
|
$
|
196,681
|
|
|
$
|
896,066
|
|
|
$
|
886,771
|
|
Net income (loss) as reported
|
|
$
|
(14,232
|
)
|
|
$
|
52,868
|
|
|
$
|
(20,461
|
)
|
|
$
|
53,066
|
|
Interest expense
|
|
19,544
|
|
|
17,542
|
|
|
76,283
|
|
|
69,115
|
|
||||
Income tax benefit
|
|
(4,567
|
)
|
|
(76,131
|
)
|
|
(5,021
|
)
|
|
(74,291
|
)
|
||||
Depreciation and amortization
|
|
23,916
|
|
|
26,707
|
|
|
100,720
|
|
|
109,771
|
|
||||
Asset impairments
|
|
—
|
|
|
—
|
|
|
6,935
|
|
|
1,843
|
|
||||
Loss on asset disposals, net
|
|
885
|
|
|
1,941
|
|
|
3,436
|
|
|
7,398
|
|
||||
Unrealized loss on foreign exchange
|
|
971
|
|
|
—
|
|
|
1,255
|
|
|
—
|
|
||||
Non-cash stock-based compensation
|
|
155
|
|
|
86
|
|
|
324
|
|
|
606
|
|
||||
Rent expense book to cash
|
|
1,848
|
|
|
1,627
|
|
|
6,982
|
|
|
5,655
|
|
||||
Franchise revenue, net cash received
|
|
920
|
|
|
343
|
|
|
1,632
|
|
|
—
|
|
||||
Impact of purchase accounting
|
|
—
|
|
|
33
|
|
|
—
|
|
|
817
|
|
||||
Venue pre-opening costs
|
|
78
|
|
|
261
|
|
|
183
|
|
|
904
|
|
||||
One-time and unusual items
|
|
1,390
|
|
|
1,539
|
|
|
2,898
|
|
|
5,916
|
|
||||
Adjusted EBITDA
|
|
$
|
30,908
|
|
|
$
|
26,816
|
|
|
$
|
175,166
|
|
|
$
|
180,800
|
|
Adjusted EBITDA Margin
|
|
15.2
|
%
|
|
13.6
|
%
|
|
19.5
|
%
|
|
20.4
|
%
|
1 Year Cec Entertainment Chart |
1 Month Cec Entertainment Chart |
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