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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: August 14, 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
|
|
Peter Piper Pizza
|
|
Total
|
|||
Company operated
|
|
516
|
|
|
38
|
|
|
554
|
|
Domestic franchised
|
|
25
|
|
|
61
|
|
|
86
|
|
International franchised
|
|
67
|
|
|
42
|
|
|
109
|
|
Total
|
|
608
|
|
|
141
|
|
|
749
|
|
▪
|
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;
|
▪
|
the impact of labor scheduling legislation;
|
▪
|
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;
|
▪
|
impairment charges for goodwill, indefinite-lived intangible assets or other long-lived assets;
|
▪
|
our ability to successfully integrate the operations of companies we acquire;
|
▪
|
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 30, 2018
, filed with the SEC on
March 12, 2019
.
|
|
Three Months Ended
|
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
June 30,
2019 |
|
July 1,
2018 |
|
|
June 30,
2019 |
|
July 1,
2018 |
||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Food and beverage sales
|
$
|
91,650
|
|
|
42.6
|
%
|
|
$
|
96,258
|
|
|
44.3
|
%
|
|
|
$
|
209,466
|
|
|
42.9
|
%
|
|
$
|
214,635
|
|
|
45.4
|
%
|
Entertainment and merchandise sales
|
117,413
|
|
|
54.6
|
%
|
|
115,904
|
|
|
53.3
|
%
|
|
|
267,090
|
|
|
54.7
|
%
|
|
247,021
|
|
|
52.3
|
%
|
||||
Total company venue sales
|
209,063
|
|
|
97.2
|
%
|
|
212,162
|
|
|
97.6
|
%
|
|
|
476,556
|
|
|
97.6
|
%
|
|
461,656
|
|
|
97.8
|
%
|
||||
Franchise fees and royalties
|
6,113
|
|
|
2.8
|
%
|
|
5,196
|
|
|
2.4
|
%
|
|
|
11,933
|
|
|
2.4
|
%
|
|
10,606
|
|
|
2.2
|
%
|
||||
Total revenues
|
215,176
|
|
|
100.0
|
%
|
|
217,358
|
|
|
100.0
|
%
|
|
|
488,489
|
|
|
100.0
|
%
|
|
472,262
|
|
|
100.0
|
%
|
||||
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Company venue operating costs and expenses (excluding Depreciation and amortization):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of food and beverage
(1)
|
21,285
|
|
|
23.2
|
%
|
|
22,894
|
|
|
23.8
|
%
|
|
|
47,937
|
|
|
22.9
|
%
|
|
50,254
|
|
|
23.4
|
%
|
||||
Cost of entertainment and merchandise
(2)
|
9,452
|
|
|
8.1
|
%
|
|
8,421
|
|
|
7.3
|
%
|
|
|
21,198
|
|
|
7.9
|
%
|
|
17,802
|
|
|
7.2
|
%
|
||||
Total cost of food, beverage, entertainment and merchandise
(3)
|
30,737
|
|
|
14.7
|
%
|
|
31,315
|
|
|
14.8
|
%
|
|
|
69,135
|
|
|
14.5
|
%
|
|
68,056
|
|
|
14.7
|
%
|
||||
Labor expenses
(3)
|
63,975
|
|
|
30.6
|
%
|
|
62,618
|
|
|
29.5
|
%
|
|
|
136,480
|
|
|
28.6
|
%
|
|
129,966
|
|
|
28.2
|
%
|
||||
Lease costs
(3)
|
27,516
|
|
|
13.2
|
%
|
|
24,714
|
|
|
11.6
|
%
|
|
|
54,543
|
|
|
11.4
|
%
|
|
48,764
|
|
|
10.6
|
%
|
||||
Other venue operating expenses
(3)
|
32,653
|
|
|
15.6
|
%
|
|
37,069
|
|
|
17.5
|
%
|
|
|
67,950
|
|
|
14.3
|
%
|
|
75,132
|
|
|
16.3
|
%
|
||||
Total company venue operating costs and expenses
(3)
|
154,881
|
|
|
74.1
|
%
|
|
155,716
|
|
|
73.4
|
%
|
|
|
328,108
|
|
|
68.8
|
%
|
|
321,918
|
|
|
69.7
|
%
|
||||
Other costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising expense
|
10,977
|
|
|
5.1
|
%
|
|
12,977
|
|
|
6.0
|
%
|
|
|
23,230
|
|
|
4.8
|
%
|
|
26,952
|
|
|
5.7
|
%
|
||||
General and administrative expenses
|
14,649
|
|
|
6.8
|
%
|
|
13,416
|
|
|
6.2
|
%
|
|
|
29,893
|
|
|
6.1
|
%
|
|
26,325
|
|
|
5.6
|
%
|
||||
Depreciation and amortization
|
24,118
|
|
|
11.2
|
%
|
|
25,493
|
|
|
11.7
|
%
|
|
|
48,452
|
|
|
9.9
|
%
|
|
52,065
|
|
|
11.0
|
%
|
||||
Transaction, severance and related litigation costs
|
8
|
|
|
—
|
%
|
|
191
|
|
|
0.1
|
%
|
|
|
31
|
|
|
—
|
%
|
|
725
|
|
|
0.2
|
%
|
||||
Asset impairments
|
1,285
|
|
|
0.6
|
%
|
|
1,591
|
|
|
0.7
|
%
|
|
|
1,285
|
|
|
0.3
|
%
|
|
1,591
|
|
|
0.3
|
%
|
||||
Total operating costs and expenses
|
205,918
|
|
|
95.7
|
%
|
|
209,384
|
|
|
96.3
|
%
|
|
|
430,999
|
|
|
88.2
|
%
|
|
429,576
|
|
|
91.0
|
%
|
||||
Operating income
|
9,258
|
|
|
4.3
|
%
|
|
7,974
|
|
|
3.7
|
%
|
|
|
57,490
|
|
|
11.8
|
%
|
|
42,686
|
|
|
9.0
|
%
|
||||
Interest expense
|
19,979
|
|
|
9.3
|
%
|
|
19,113
|
|
|
8.8
|
%
|
|
|
39,787
|
|
|
8.1
|
%
|
|
37,671
|
|
|
8.0
|
%
|
||||
Income (loss) before income taxes
|
(10,721
|
)
|
|
(5.0
|
)%
|
|
(11,139
|
)
|
|
(5.1
|
)%
|
|
|
17,703
|
|
|
3.6
|
%
|
|
5,015
|
|
|
1.1
|
%
|
||||
Income tax expense (benefit)
|
(1,987
|
)
|
|
(0.9
|
)%
|
|
(2,174
|
)
|
|
(1.0
|
)%
|
|
|
5,191
|
|
|
1.1
|
%
|
|
1,759
|
|
|
0.4
|
%
|
||||
Net income (loss)
|
$
|
(8,734
|
)
|
|
(4.1
|
)%
|
|
$
|
(8,965
|
)
|
|
(4.1
|
)%
|
|
|
$
|
12,512
|
|
|
2.6
|
%
|
|
$
|
3,256
|
|
|
0.7
|
%
|
|
|
June 30,
2019 |
|
December 30,
2018 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
113,636
|
|
|
$
|
63,170
|
|
Restricted cash
|
|
182
|
|
|
151
|
|
||
Other current assets
|
|
67,393
|
|
|
83,411
|
|
||
Total current assets
|
|
181,211
|
|
|
146,732
|
|
||
Property and equipment, net
|
|
523,617
|
|
|
539,185
|
|
||
Operating lease right-of-use assets, net
(1)
|
|
537,031
|
|
|
—
|
|
||
Goodwill
|
|
484,438
|
|
|
484,438
|
|
||
Intangible assets, net
|
|
469,730
|
|
|
477,085
|
|
||
Other noncurrent assets
|
|
17,781
|
|
|
18,725
|
|
||
Total assets
|
|
$
|
2,213,808
|
|
|
$
|
1,666,165
|
|
LIABILITIES AND STOCKHOLDER’S EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Bank indebtedness and other long-term debt, current portion
|
|
$
|
7,600
|
|
|
$
|
7,600
|
|
Operating lease obligations, current portion
(1)
|
|
48,381
|
|
|
—
|
|
||
Other current liabilities
|
|
113,258
|
|
|
98,982
|
|
||
Total current liabilities
|
|
169,239
|
|
|
106,582
|
|
||
Operating lease obligations, less current portion
(1)
|
|
523,598
|
|
|
—
|
|
||
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion
|
|
959,874
|
|
|
961,514
|
|
||
Deferred tax liability
|
|
106,646
|
|
|
107,058
|
|
||
Other noncurrent liabilities
|
|
199,356
|
|
|
248,440
|
|
||
Total liabilities
|
|
1,958,713
|
|
|
1,423,594
|
|
||
Stockholder’s equity:
|
|
|
|
|
||||
Common stock, $0.01 par value; authorized 1,000 shares; 200 shares issued as of June 30, 2019 and December 30, 2018
|
|
—
|
|
|
—
|
|
||
Capital in excess of par value
|
|
359,867
|
|
|
359,570
|
|
||
Accumulated deficit
|
|
(103,148
|
)
|
|
(115,660
|
)
|
||
Accumulated other comprehensive loss
|
|
(1,624
|
)
|
|
(1,339
|
)
|
||
Total stockholder’s equity
|
|
255,095
|
|
|
242,571
|
|
||
Total liabilities and stockholder’s equity
|
|
$
|
2,213,808
|
|
|
$
|
1,666,165
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
2019 |
|
July 1,
2018 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|||||||
Net income
|
|
$
|
12,512
|
|
|
$
|
3,256
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
48,452
|
|
|
52,065
|
|
||
Asset impairments
|
|
1,285
|
|
|
1,591
|
|
||
Deferred income taxes
|
|
(309
|
)
|
|
(3,626
|
)
|
||
Stock-based compensation expense
|
|
2,096
|
|
|
227
|
|
||
Amortization of lease related liabilities
|
|
—
|
|
|
(508
|
)
|
||
Amortization of original issue discount and deferred debt financing costs
|
|
2,117
|
|
|
2,226
|
|
||
Loss on asset disposals, net
|
|
1,983
|
|
|
2,038
|
|
||
Non-cash lease costs
|
|
1,663
|
|
|
2,931
|
|
||
Change in operating lease liabilities
|
|
(945
|
)
|
|
—
|
|
||
Other adjustments
|
|
(270
|
)
|
|
348
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Operating assets
|
|
504
|
|
|
(3,736
|
)
|
||
Operating liabilities
|
|
21,984
|
|
|
8,213
|
|
||
Net cash provided by operating activities
|
|
91,072
|
|
|
65,025
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(34,342
|
)
|
|
(36,808
|
)
|
||
Development of internal use software
|
|
(609
|
)
|
|
(1,022
|
)
|
||
Proceeds from sale of property and equipment
|
|
141
|
|
|
412
|
|
||
Net cash used in investing activities
|
|
(34,810
|
)
|
|
(37,418
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Repayments on senior term loan
|
|
(3,800
|
)
|
|
(3,800
|
)
|
||
Other financing activities
|
|
(1,963
|
)
|
|
(2,074
|
)
|
||
Net cash used in financing activities
|
|
(5,763
|
)
|
|
(5,874
|
)
|
||
Effect of foreign exchange rate changes on cash
|
|
(2
|
)
|
|
49
|
|
||
Change in cash, cash equivalents and restricted cash
|
|
50,497
|
|
|
21,782
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
|
63,321
|
|
|
67,312
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
113,818
|
|
|
$
|
89,094
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2019 |
|
July 1,
2018 |
|
June 30,
2019 |
|
July 1,
2018 |
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
215,176
|
|
|
$
|
217,358
|
|
|
$
|
488,489
|
|
|
$
|
472,262
|
|
Net income (loss) as reported
|
|
$
|
(8,734
|
)
|
|
$
|
(8,965
|
)
|
|
$
|
12,512
|
|
|
$
|
3,256
|
|
Interest expense
|
|
19,979
|
|
|
19,113
|
|
|
39,787
|
|
|
37,671
|
|
||||
Income tax expense (benefit)
|
|
(1,987
|
)
|
|
(2,174
|
)
|
|
5,191
|
|
|
1,759
|
|
||||
Depreciation and amortization
|
|
24,118
|
|
|
25,493
|
|
|
48,452
|
|
|
52,065
|
|
||||
EBITDA
|
|
33,376
|
|
|
33,467
|
|
|
105,942
|
|
|
94,751
|
|
||||
Asset impairments
|
|
1,285
|
|
|
1,591
|
|
|
1,285
|
|
|
1,591
|
|
||||
Loss on asset disposals, net
|
|
1,028
|
|
|
801
|
|
|
1,983
|
|
|
2,038
|
|
||||
Unrealized (gain) loss on foreign exchange
|
|
(295
|
)
|
|
339
|
|
|
(637
|
)
|
|
695
|
|
||||
Non-cash stock-based compensation
|
|
949
|
|
|
163
|
|
|
2,111
|
|
|
227
|
|
||||
Lease costs book to cash
|
|
966
|
|
|
2,015
|
|
|
1,698
|
|
|
4,188
|
|
||||
Franchise revenue, net cash received
|
|
472
|
|
|
322
|
|
|
1,170
|
|
|
742
|
|
||||
Venue pre-opening costs
|
|
151
|
|
|
2
|
|
|
216
|
|
|
25
|
|
||||
One-time and unusual items
|
|
485
|
|
|
702
|
|
|
785
|
|
|
1,467
|
|
||||
Adjusted EBITDA
|
|
$
|
38,417
|
|
|
$
|
39,402
|
|
|
$
|
114,553
|
|
|
$
|
105,724
|
|
Adjusted EBITDA Margin
|
|
17.9
|
%
|
|
18.1
|
%
|
|
23.5
|
%
|
|
22.4
|
%
|
1 Year Cec Entertainment Chart |
1 Month Cec Entertainment Chart |
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