Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 28, 2015 | Jul. 27, 2015 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 28, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CEC | |
Entity Registrant Name | CEC ENTERTAINMENT INC | |
Entity Central Index Key | 813,920 | |
Current Fiscal Year End Date | --01-03 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 200 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 28, 2015 | Dec. 28, 2014 |
Successor [Member] | ||
Current assets: | ||
Cash and cash equivalents | $ 132,355,000 | $ 110,994,000 |
Accounts receivable | 16,720,000 | 18,835,000 |
Inventories | 20,651,000 | 18,979,000 |
Prepaid expenses | 22,858,000 | 20,894,000 |
Deferred tax asset | 3,943,000 | 3,943,000 |
Total current assets | 196,527,000 | 173,645,000 |
Property and equipment, net | 657,086,000 | 681,972,000 |
Goodwill | 483,983,000 | 483,444,000 |
Intangible assets, net | 490,200,000 | 491,400,000 |
Deferred financing costs, net | 22,084,000 | 24,087,000 |
Other noncurrent assets | 12,675,000 | 9,595,000 |
Total assets | 1,862,555,000 | 1,864,143,000 |
Current liabilities: | ||
Bank indebtedness and other long-term debt, current portion | 9,548,000 | 9,545,000 |
Capital lease obligations, current portion | 402,000 | 408,000 |
Accounts payable | 44,545,000 | 43,633,000 |
Accrued expenses | 43,177,000 | 35,561,000 |
Unearned revenues | 10,761,000 | 8,906,000 |
Accrued interest | 16,021,000 | 16,152,000 |
Other current liabilities | 2,989,000 | 2,990,000 |
Total current liabilities | 127,443,000 | 117,195,000 |
Capital lease obligations, less current portion | 15,269,000 | 15,476,000 |
Bank indebtedness and other long-term debt, less current portion | 994,887,000 | 998,441,000 |
Deferred tax liability | 208,686,000 | 222,915,000 |
Accrued insurance | 9,675,000 | 12,146,000 |
Other noncurrent liabilities | 209,448,000 | 205,384,000 |
Total liabilities | 1,565,408,000 | 1,571,557,000 |
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Capital in excess of par value | 356,163,000 | 355,587,000 |
Retained earnings (deficit) | (57,238,000) | (62,088,000) |
Accumulated other comprehensive income (loss) | (1,778,000) | (913,000) |
Total stockholders’ equity | 297,147,000 | 292,586,000 |
Total liabilities and stockholders’ equity | 1,862,555,000 | 1,864,143,000 |
Common Stock [Member] | Successor [Member] | ||
Stockholders’ equity: | ||
Common stock | 0 | $ 0 |
Additional Paid-in Capital [Member] | Successor [Member] | ||
Stockholders’ equity: | ||
Capital in excess of par value | 356,163,000 | |
Retained Earnings [Member] | Successor [Member] | ||
Stockholders’ equity: | ||
Retained earnings (deficit) | (57,238,000) | |
Accumulated Other Comprehensive Income (Loss) [Member] | Successor [Member] | ||
Stockholders’ equity: | ||
Accumulated other comprehensive income (loss) | $ (1,778,000) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 28, 2015 | Dec. 28, 2014 |
Successor [Member] | ||
Common stock, par value | $ 0.01 | |
Common stock, shares authorized | 1,000 | |
Common stock, shares issued | 200 | |
Treasury stock, shares | 0 | |
Predecessor [Member] | ||
Common stock, par value | $ 0.01 | |
Common stock, shares authorized | 1,000 | |
Common stock, shares issued | 200 | |
Treasury stock, shares | 0 |
Consolidated Statements of Earn
Consolidated Statements of Earnings - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | |
Successor [Member] | |||||
REVENUES: | |||||
Food and beverage sales | $ 94,145 | $ 79,649 | $ 141,926 | $ 210,681 | |
Entertainment and merchandise sales | 113,861 | 105,651 | 184,264 | 258,605 | |
Total company store sales | 208,006 | 185,300 | 326,190 | 469,286 | |
Franchise fees and royalties | 4,073 | 1,274 | 1,960 | 8,300 | |
Total revenues | 212,079 | 186,574 | 328,150 | 477,586 | |
Company store operating costs: | |||||
Cost of food and beverage (exclusive of items shown separately below) | 23,951 | 20,386 | 36,083 | 53,176 | |
Cost of entertainment and merchandise (exclusive of items shown separately below) | 7,015 | 5,927 | 10,757 | 15,537 | |
Total cost of food, beverage, entertainment and merchandise | 30,966 | 26,313 | 46,840 | 68,713 | |
Labor expenses | 59,234 | 54,747 | 86,695 | 126,407 | |
Depreciation and amortization | 28,970 | 34,044 | 52,519 | 58,211 | |
Rent expense | 24,260 | 22,715 | 30,425 | 48,719 | |
Other store operating expenses | 35,330 | 32,339 | 48,978 | 68,848 | |
Total company store operating costs | 178,760 | 170,158 | 265,457 | 370,898 | |
Other costs and expenses: | |||||
Advertising expense | 14,596 | 9,551 | 14,688 | 26,048 | |
General and administrative expenses | 18,973 | 11,928 | 18,756 | 36,060 | |
Transaction and severance costs | (62) | (158) | 37,521 | 82 | |
Total operating costs and expenses | 212,267 | 191,479 | 336,422 | 433,088 | |
Operating income (loss) | (188) | (4,905) | (8,272) | 44,498 | |
Interest Income (Expense), Net | 17,324 | 15,239 | 27,282 | 34,822 | |
Income (loss) before income taxes | (17,512) | (20,144) | (35,554) | 9,676 | |
Income tax expense (benefit) | (7,620) | (7,360) | (8,898) | 4,826 | |
Net income (loss) | (9,892) | (12,784) | (26,656) | 4,850 | |
Weighted average common shares outstanding: | |||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (9,115) | $ (12,171) | $ (26,155) | $ 3,985 | |
Predecessor [Member] | |||||
REVENUES: | |||||
Food and beverage sales | $ 50,897 | ||||
Entertainment and merchandise sales | 62,659 | ||||
Total company store sales | 113,556 | ||||
Franchise fees and royalties | 687 | ||||
Total revenues | 114,243 | ||||
Company store operating costs: | |||||
Cost of food and beverage (exclusive of items shown separately below) | 12,285 | ||||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 3,729 | ||||
Total cost of food, beverage, entertainment and merchandise | 16,014 | ||||
Labor expenses | 31,998 | ||||
Depreciation and amortization | 9,733 | ||||
Rent expense | 12,365 | ||||
Other store operating expenses | 15,760 | ||||
Total company store operating costs | 85,870 | ||||
Other costs and expenses: | |||||
Advertising expense | 5,903 | ||||
General and administrative expenses | 7,963 | ||||
Transaction and severance costs | 11,634 | ||||
Total operating costs and expenses | 111,370 | ||||
Operating income (loss) | 2,873 | ||||
Interest Income (Expense), Net | 1,151 | ||||
Income (loss) before income taxes | 1,722 | ||||
Income tax expense (benefit) | 1,018 | ||||
Net income (loss) | 704 | ||||
Weighted average common shares outstanding: | |||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 163 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - Equity Component [Domain] - Successor [Member] - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | |
Net income (loss) | $ (9,892) | $ (12,784) | $ (26,656) | $ 4,850 |
Components of other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 777 | 613 | 501 | (865) |
Total components of other comprehensive income (loss), net of tax | 777 | 613 | 501 | (865) |
Comprehensive income (loss) | $ (9,115) | $ (12,171) | $ (26,155) | $ 3,985 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | ||
Predecessor [Member] | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ 704 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 9,883 | ||||||
Deferred income taxes | (1,785) | ||||||
Stock-based compensation expense | 12,225 | ||||||
Amortization of lease-related intangibles and liabilities, net | (356) | ||||||
Amortization of original issue discount and deferred financing costs | 58 | ||||||
Loss on asset disposals, net | 294 | ||||||
Noncash Rent Expense | (916) | ||||||
Other adjustments | 144 | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 1,503 | ||||||
Inventories | (2,472) | ||||||
Prepaid expenses | 2,656 | ||||||
Accounts payable | (270) | ||||||
Accrued expenses | (2,403) | ||||||
Unearned revenues | 349 | ||||||
Accrued interest | 152 | ||||||
Income taxes payable | 2,898 | ||||||
Increase (Decrease) Lease Related Liabilities | (350) | ||||||
Net Cash Provided by (Used in) Operating Activities | 22,314 | ||||||
Payments to Acquire Predecessor, Gross | 0 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Acquisition of Predecessor | 0 | ||||||
Purchases of property and equipment | (9,710) | ||||||
Payments to acquire franchisee | 0 | ||||||
Payments to Develop Software | 0 | ||||||
Proceeds from sale of property and equipment | 51 | ||||||
Other investing activities | 51 | ||||||
Net cash used in investing activities | (9,659) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from secured credit facilities, net of original issue discount | 0 | ||||||
Proceeds from senior notes | 0 | ||||||
Repayment of Predecessor Facility | 0 | ||||||
Repayments of Notes Payable | 0 | ||||||
Net repayments on revolving credit facility | (13,500) | ||||||
Payment of debt financing costs | 0 | ||||||
Payments on capital lease obligations | (164) | ||||||
Sale Leaseback Transaction, Payments, Financing Activities | 0 | ||||||
Dividends paid | (38) | ||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||
Restricted stock returned for payment of taxes | (142) | ||||||
Equity contribution | 0 | ||||||
Net cash provided by (used in) financing activities | (13,844) | ||||||
Effect of foreign exchange rate changes on cash | (313) | ||||||
Change in cash and cash equivalents | (1,502) | ||||||
Cash and cash equivalents at beginning of period | 20,686 | $ 19,184 | $ 20,686 | ||||
Cash and cash equivalents at end of period | 19,184 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||
Interest paid (1) | 938 | ||||||
Income taxes paid (refunded), net | (79) | ||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Accrued construction costs | 3,605 | ||||||
Dividends payable | $ 890 | ||||||
Successor [Member] | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ (9,892) | $ (12,784) | (26,656) | $ 4,850 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 29,800 | 34,500 | 53,240 | 60,248 | |||
Deferred income taxes | (13,151) | (11,909) | |||||
Stock-based compensation expense | 178 | 0 | 0 | 570 | 0 | ||
Amortization of lease-related intangibles and liabilities, net | 182 | 61 | |||||
Amortization of original issue discount and deferred financing costs | 1,689 | 2,273 | |||||
Loss on asset disposals, net | 2,551 | 3,042 | |||||
Noncash Rent Expense | 2,845 | 4,289 | |||||
Other adjustments | 122 | (494) | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (1,144) | 416 | |||||
Inventories | 2,735 | (219) | |||||
Prepaid expenses | (2,271) | (4,568) | |||||
Accounts payable | (15,480) | 547 | |||||
Accrued expenses | 2,423 | 2,181 | |||||
Unearned revenues | (1,221) | 1,860 | |||||
Accrued interest | 9,023 | (2) | |||||
Income taxes payable | (1,585) | 3,569 | |||||
Increase (Decrease) Lease Related Liabilities | 3,529 | 657 | |||||
Net Cash Provided by (Used in) Operating Activities | 16,831 | 67,371 | |||||
Payments to Acquire Predecessor, Gross | 946,898 | 0 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Acquisition of Predecessor | 0 | (663) | |||||
Purchases of property and equipment | (22,558) | (38,628) | |||||
Payments to acquire franchisee | (1,529) | 0 | |||||
Payments to Develop Software | 0 | (1,571) | |||||
Proceeds from sale of property and equipment | 241 | 82 | |||||
Other investing activities | 241 | 82 | |||||
Net cash used in investing activities | (970,744) | (40,780) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from secured credit facilities, net of original issue discount | 756,200 | 0 | |||||
Proceeds from senior notes | 255,000 | 0 | |||||
Repayment of Predecessor Facility | (348,000) | 0 | |||||
Repayments of Notes Payable | 0 | (22) | |||||
Repayments on senior term loan | 0 | (3,800) | |||||
Net repayments on revolving credit facility | 0 | 0 | |||||
Payment of debt financing costs | (27,575) | 0 | |||||
Payments on capital lease obligations | (111) | (209) | |||||
Sale Leaseback Transaction, Payments, Financing Activities | 0 | (771) | |||||
Dividends paid | (890) | 0 | |||||
Excess tax benefit realized from stock-based compensation | 5,043 | 0 | |||||
Restricted stock returned for payment of taxes | 0 | 0 | |||||
Equity contribution | 350,000 | 0 | |||||
Net cash provided by (used in) financing activities | 989,667 | (4,802) | |||||
Effect of foreign exchange rate changes on cash | 233 | (428) | |||||
Change in cash and cash equivalents | 35,987 | 21,361 | |||||
Cash and cash equivalents at beginning of period | 110,994 | ||||||
Cash and cash equivalents at end of period | 132,355 | 55,171 | 55,171 | 132,355 | 55,171 | ||
SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||
Interest paid (1) | 16,800 | [1] | 32,610 | ||||
Income taxes paid (refunded), net | 794 | 13,180 | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Accrued construction costs | 4,888 | 2,922 | |||||
Dividends payable | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
[1] | The 135 day period ended June 29, 2014 includes $4.9 million of debt issuance costs and interest expense related to the bridge loan. |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended |
Jun. 29, 2014 | Jun. 28, 2015 | |
Bridge Loan [Member] | ||
Payments of debt issuance costs and interest expense | $ 4,900 | |
Successor [Member] | ||
Sale Leaseback Transaction, Payments, Financing Activities | $ 0 | $ 771 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 28, 2015 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies: | 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 centers (also referred to as “stores”) in a total of 47 states and 11 foreign countries and territories. Our stores provide our guests with a variety of family entertainment and dining alternatives. All of our stores utilize a consistent restaurant-entertainment format that features both family dining and entertainment areas with the same general mix of food, beverages, entertainment and merchandise. The economic characteristics, products and services, preparation processes, distribution methods and types of customers are substantially similar for each of our stores. Therefore, we aggregate each store’s operating performance into one reportable segment for financial reporting purposes. Basis of Presentation The accompanying interim Consolidated Financial Statements are presented for two periods, Predecessor and Successor, which relate to the accounting periods preceding and succeeding the completion of the merger of Q Merger Sub Inc., a Kansas corporation (“Merger Sub”) controlled by Apollo with and into CEC Entertainment on February 14, 2014 (the “Merger”). The Predecessor and Successor periods have been separated by a vertical line on the face of the Consolidated Financial Statements to highlight the fact that the financial information for such periods has been prepared under two different historical cost bases of accounting. For the purpose of presentation and disclosure, all references to the “Predecessor” relate to CEC Entertainment and its subsidiaries for periods prior to the Merger. All references to the “Successor” relate to CEC Entertainment and its subsidiaries, after giving effect to the Merger, for periods subsequent to the Merger. References to “CEC Entertainment,” the “Company,” “we,” “us” and “our” relate to the Predecessor for periods prior to the Merger and to the Successor for periods subsequent to the Merger. In connection with our sale leaseback transaction that occurred in August 2014, the Company assigned a portion of its rights in the resulting purchase and sale agreement to a newly formed special purpose entity, a variable interest entity (“VIE”), created by a Qualified Intermediary to facilitate a like-kind exchange pursuant to Internal Revenue Code Section 1031. The assignment resulted in $12.1 million of the sales proceeds from the transaction being received by the VIE. We included the VIE in our Consolidated Financial Statements for the fiscal year ended December 28, 2014. In February 2015, we acquired the VIE, along with its capital improvements and remaining cash balance. The assets, liabilities and operating results of the acquired VIE are not material to our Consolidated Financial Statements. The Company has a controlling financial interest in International Association of CEC Entertainment, Inc. (the “Association”), a 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 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 stores that benefit from the Association’s advertising, entertainment and media expenditures. The assets, liabilities and operating results of the Association are not material to our Consolidated Financial Statements. Because the Association Funds are required to be segregated and used for specified purposes, we do not reflect franchisee contributions to the Association Funds as revenue, but rather record franchisee contributions as an offset to reported advertising expenses. Our contributions to the Association Funds are eliminated in consolidation. Contributions to the advertising, entertainment and media funds from our franchisees were $1.1 million for the six months ended June 28, 2015 , $0.9 million for the 135 day period ended June 29, 2014 and $0.4 million for the 47 day period ended February 14, 2014 . The preparation of these unaudited Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States (“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. Interim Financial Statements The accompanying Consolidated Financial Statements as of June 28, 2015 and for the six months ended June 28, 2015 , the 135 day period ended June 29, 2014 , the 47 day period ended February 14, 2014 , and the three months ended June 28, 2015 and June 29, 2014 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 Company’s 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”). Our Consolidated Financial Statements include all necessary reclassification adjustments to conform prior year results to the current period presentation. 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 28, 2014 , filed with the SEC on March 5, 2015 . Recently Issued Accounting Guidance Accounting Guidance Not Yet Adopted: In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20). This amendment eliminates the income statement concept of extraordinary items and the requirements for entities to consider whether an underlying event or transaction is extraordinary. This amendment is effective for fiscal years beginning after December 15, 2015, including interim periods therein. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We do not expect the adoption of this amendment to have a significant impact on our Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . This amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this amendment. This amendment is effective for fiscal years beginning after December 15, 2015, including interim periods therein. The amendment should be applied on a retrospective basis, wherein the balance sheet of each individual period should be adjusted to reflect the period-specific effects of applying the new guidance. Early adoption is permitted for financial statements that have not been previously issued. As of June 28, 2015 , we have $22.1 million of net deferred financing costs that would be reclassified from a long-term asset to a reduction in the carrying amount of our debt. In July 2015, the FASB deferred the effective date for ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendment is now effective for annual reporting periods beginning after December 15, 2017 and for interim periods therein. Early application is permitted, but only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods therein. We are currently assessing the impact of adopting this new guidance on our Consolidated Financial Statements. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 28, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment: Total depreciation and amortization expense related to property and equipment was $29.8 million and $34.5 million for the three months ended June 28, 2015 and June 29, 2014 , respectively, of which $0.9 million and $0.5 million , respectively, was included in “General and administrative expenses” in our Consolidated Statements of Earnings. Total depreciation and amortization expense for the three months ended June 28, 2015 and June 29, 2014 , includes approximately $0.5 million and $0.2 million , respectively, related to the amortization of franchise agreements (see Note 4. “Goodwill and Intangible Assets, Net”). Total depreciation and amortization expense related to property and equipment was $60.2 million , $53.2 million , and $9.9 million for the six months ended June 28, 2015 , the 135 day period ended June 29, 2014 and the 47 day period ended February 14, 2014 , respectively, of which $2.0 million , $0.7 million and $0.2 million , respectively, was included in “General and administrative expenses” in our Consolidated Statements of Earnings. Total depreciation and amortization expense for the six months ended June 28, 2015 and the 135 day period ended June 29, 2014 includes approximately $1.0 million and $0.3 million , respectively, related to the amortization of franchise agreements (see Note 4. “Goodwill and Intangible Assets, Net”). |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 28, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net: The following table presents changes in the carrying value of goodwill for the six months ended June 28, 2015 (in thousands): Successor Balance at December 28, 2014 $ 483,444 Additions (1) 539 Balance at June 28, 2015 $ 483,983 __________________ (1) In the first quarter of 2015, we recorded certain adjustments to the initial PPP purchase price allocation related to the final settlement of net working capital, the valuation of favorable and unfavorable lease interests and the valuation of PPP’s tradename that resulted in a net increase to goodwill of $0.5 million . See Note 2 “Peter Piper Acquisition” for a discussion of the measurement period adjustments. The following table presents our indefinite and definite-lived intangible assets at June 28, 2015 : Successor 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 (1) (2) Indefinite 26,700 — 26,700 Favorable lease agreements (2) 10 14,880 (2,633 ) 12,247 Franchise agreements 25 53,300 (2,047 ) 51,253 $ 494,880 $ (4,680 ) $ 490,200 __________________ (1) In connection with the Merger and the PPP Acquisition, we also recorded unfavorable lease liabilities of $10.2 million and $3.9 million , respectively, which are included in “Other current liabilities” and “Other non-current 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 for the Successor periods. (2) In the first quarter of 2015 we recorded adjustments related to the valuation of the PPP tradename and the valuation of the favorable lease agreements intangible asset of $1.9 million and $(1.1) million , respectively, recorded in connection with the PPP Acquisition. See Note 2 “Acquisition of Peter Piper Pizza” for a discussion of these adjustments. Amortization expense related to favorable lease agreements was $1.0 million for the six months ended June 28, 2015 , $0.7 million for the 135 day period ended June 29, 2014 , $0.5 million for the second quarter of 2015 , and $0.5 million for the second quarter of 2014 and is included in “Rent expense” in our Consolidated Statements of Earnings. Amortization expense related to franchise agreements was $1.0 million for the six months ended June 28, 2015 , $0.3 million for the 135 day period ended June 29, 2014 , $0.5 million for the second quarter of 2015 , and $0.2 million for the second quarter of 2014 , and is included in “General and administrative expenses” in our Consolidated Statements of Earnings. As we did not have any intangible assets related to favorable lease agreements or franchise agreements prior to the Acquisition, we did not incur any amortization expense related to favorable lease agreements or franchise agreements for the 47 day period ended February 14, 2014 . |
Indebtedness and Interest Expen
Indebtedness and Interest Expense | 6 Months Ended |
Jun. 28, 2015 | |
Debt Disclosure [Abstract] | |
Indebtedness and Interest Expense | Indebtedness and Interest Expense: Our long-term debt consisted of the following for the periods presented: Successor June 28, December 28, (in thousands) Term loan facility $ 752,400 $ 756,200 Revolving credit facility — — Senior notes 255,000 255,000 Note payable 91 113 Total debt outstanding 1,007,491 1,011,313 Less: Unamortized original issue discount (3,056 ) (3,327 ) Current portion (9,548 ) (9,545 ) Bank indebtedness and other long-term debt, less current portion $ 994,887 $ 998,441 We were in compliance with the debt covenants in effect as of June 28, 2015 for both the Secured Credit Facilities and the senior notes. For further discussion regarding the debt covenants, see Secured Credit Facilities and Senior Unsecured Debt sections below. Secured Credit Facilities As of June 28, 2015 , we had $752.4 million (excluding the original issue discount) outstanding under the Term loan facility, no borrowings outstanding under the revolving credit facility and $10.9 million of letters of credit issued but undrawn. The Secured Facilities require scheduled quarterly payments on the term loan equal to 0.25% of the original principal amount of the Term loan from July 2014 to December 2020 , with the remaining balance paid at maturity, February 14, 2021 . 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 applicable margin for borrowings is 3.00% with respect to LIBOR borrowings and 2.00% with respect to base rate borrowings under the term loan facility and base rate borrowings and swingline borrowings under the revolving credit facility. During the six months ended June 28, 2015 , the federal funds rate ranged from 0.06% to 0.14% , the prime rate was 3.25% and the one-month LIBOR ranged from 0.17% to 0.19% . The weighted average effective interest rate incurred on our borrowings under our Secured Credit Facilities was 4.6% for the six months ended June 28, 2015 , and 4.8% for the 135 day period ended June 29, 2014 , which includes amortization of debt issuance 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. As of June 28, 2015 , the borrowings under the revolving credit facility were less than 30% of the outstanding commitments; therefore, the springing financial maintenance covenant under our revolving credit facility was not in effect. Senior Unsecured Debt Our $255.0 million aggregate principal amount borrowings of 8.000% Senior Notes due 2022 (the “senior notes”) bear interest at a rate of 8.000% per year and mature on February 15, 2022. 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: 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 in respect of 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; and restrict dividends from our subsidiaries. The weighted average effective interest rate incurred on borrowings under our senior notes was 8.3% for the six months ended June 28, 2015 and 8.4% for the 135 day period ended June 29, 2014 , which included amortization of debt issuance costs and other fees related to our senior notes. Interest Expense Interest expense consisted of the following for the periods presented: Successor Three Months Ended June 28, June 29, 2014 (in thousands) Term loan facility (1) $ 7,743 $ 8,626 Senior notes 5,157 5,194 Capital lease obligations 447 459 Sale leaseback obligations 2,783 — Amortization of debt issuance costs 1,001 1,013 Other 193 (53 ) $ 17,324 $ 15,239 Successor Predecessor Six Months Ended For the 135 Day Period Ended For the 47 Day Period Ended June 28, June 29, 2014 February 14, 2014 (in thousands) Term loan facility (1) $ 15,505 $ 12,807 $ — Senior notes 10,313 7,477 — Bridge Loan facility (2) — 4,943 — Predecessor Facility — — 745 Capital lease obligations 902 612 275 Sale leaseback obligations 5,566 — — Amortization of debt issuance costs 2,002 1,486 58 Other 534 (43 ) 73 $ 34,822 $ 27,282 $ 1,151 __________________ (1) Includes amortization of original issue discount. (2) The 135 day period ended June 29, 2014 includes Bridge Loan debt issuance costs of $4.7 million and interest of $0.2 million . The weighted average effective interest rate incurred on our borrowings under our Secured Credit Facilities and senior notes was 5.5% for the six months ended June 28, 2015 , and 6.9% for the 135 day period ended June 29, 2014 . Excluding the impact of $4.9 million of issuance costs and interest relating to the bridge loan facility, our weighted average effective rate would have been 5.6% for the 135 day period ended June 29, 2014 . The weighted average effective interest rate incurred on our borrowings under our Predecessor Facility for the 47 day period ended February 14, 2014 was 1.6% . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 28, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: The following table presents information on our financial instruments as of the periods presented: Successor Successor June 28, 2015 December 28, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value (in thousands) Financial Liabilities: Bank indebtedness and other long-term debt, less current portion $ 994,887 $ 989,877 $ 998,441 $ 974,084 Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, our Secured Credit Facilities and our senior notes. The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximates fair value because of their short maturities. The estimated fair value of our Secured Credit Facilities' term loan and senior notes was determined by using estimated market prices of our outstanding borrowings under our term loan facility and the senior notes, which are classified as Level 2 in the fair value hierarchy. During the six months ended June 28, 2015 , the 135 day period ended June 29, 2014 , the 47 day period ended February 14, 2014 , and the three months ended June 28, 2015 and June 29, 2014 , there were no significant transfers among level 1, 2 or 3 fair value determinations. |
Other Non-current Liabilities
Other Non-current Liabilities | 6 Months Ended |
Jun. 28, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other Non-current Liabilities: Other non-current liabilities consisted of the following: March 29, 2015 December 28, 2014 (in thousands) Sale leaseback obligations, less current portion $ 181,282 Deferred rent liability 7,847 Deferred landlord contributions 981 Long-term portion of unfavorable leases 10,942 Other 4,332 Total other non-current liabilities $ — $ 205,384 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 28, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies: Legal Proceedings From time to time, we are involved in various inquiries, investigations, claims, lawsuits and other legal proceedings that are incidental to the conduct of our business. These matters typically involve claims from customers, employees or other third parties involved in operational issues common to the retail, restaurant and entertainment industries. Such matters typically represent actions with respect to contracts, intellectual property, taxation, employment, employee benefits, personal injuries and other matters. A number of such claims may exist at any given time, and there are currently a number of claims and legal proceedings pending against us. In the opinion of our management, after consultation with legal counsel, the amount of liability with respect to claims or proceedings currently pending against us is not expected to have a material effect on our consolidated financial condition, results of operations or cash flows. Employment-Related Litigation: On January 27, 2014, former store employee Franchesca Ford filed a purported class action lawsuit against the Company in San Francisco County Superior Court, California (the “Ford Litigation”). The plaintiff claims to represent other similarly-situated hourly non-exempt employees and former employees of the Company in California who were employed during the period January 27, 2010 to the present. She alleges violations of California state wage and hour laws governing vacation pay, meal and rest period pay, wages due upon termination, and waiting time penalties, and seeks an unspecified amount in damages. In March 2014, the Company removed the Ford Litigation to the U.S. District Court for the Northern District of California, San Francisco Division, and subsequently defeated the plaintiff’s motion to remand the case to California state court. On May 22, 2015, the parties reached an agreement to settle the lawsuit on a class-wide basis. The settlement would result in the plaintiffs’ dismissal of all claims asserted in the action, as well as certain related but unasserted claims, and grant of complete releases, in exchange for the Company’s settlement payment. The settlement currently awaits the Court’s approval. The Company has accrued for all probable and reasonably estimable losses associated with this claim. We currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources. On March 24, 2014, Franchesca Ford and Isabel Rodriguez filed a purported class action lawsuit against the Company in the U.S. District Court, Southern District of California, San Diego Division. The plaintiffs claim to represent other similarly-situated applicants who were subject to pre-employment background checks with the Company in California and across the United States from March 24, 2012 to the present. The lawsuit alleges violations of the Fair Credit Reporting Act and the California Consumer Credit Reporting and Investigative Reporting Agencies Act. On September 23, 2014, the Company reached an agreement to settle the lawsuit on a class-wide basis. The settlement would result in the plaintiffs’ dismissal of all claims asserted in the action, as well as certain related but unasserted claims, and grant of complete releases, in exchange for the Company’s settlement payment. On July 7, 2015, the Court entered an order preliminarily approving the settlement. The Company has accrued for all probable and reasonably estimable losses associated with this claim. We currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources. On October 17, 2014, former store employee Wiley Wright filed a purported class action lawsuit against the Company in the United States District Court, Eastern District of New York, claiming to represent other similarly-situated salaried exempt current and former employees of the Company in the state of New York during the period October 17, 2008, as well as similarly-situated salaried exempt current and former employees throughout the remainder of the United States during the period October 17, 2011 to the present. The lawsuit alleges that current and former Assistant Managers and Senior Assistant Managers were unlawfully classified as exempt from overtime protections and worked more than 40 hours a week without overtime premium pay in violation of the Fair Labor Standards Act and New York Labor Law. The plaintiff seeks an unspecified amount in damages. On December 12, 2014, plaintiff moved for conditional certification of the putative class of employees; the Company filed its response to this motion on January 19, 2015. On July 16, 2015, the Court granted conditional certification of a collective group that included only the Assistant Managers and Senior Assistant Managers who worked in the four New York stores where plaintiff worked during his employment with the Company, while permitting plaintiff to obtain further discovery from the Company relating to his original motion. We believe the Company has meritorious defenses to this lawsuit and we intend to vigorously defend it. While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources. On October 10, 2014, former store General Manager Richard Sinohui filed a purported class action lawsuit against the Company in the Superior Court of California, Riverside County (the “Sinohui Litigation”), claiming to represent other similarly-situated current and former General Managers of the Company in California during the period October 10, 2010 to the present. The lawsuit alleges current and former California General Managers were unlawfully classified as exempt from overtime protections and worked more than 40 hours a week without overtime premium pay, paid rest periods and paid meal periods, in violation of the California Labor Code, California Business and Professions Code, and the applicable Wage Order issued by the California Industrial Welfare Commission. The plaintiff seeks an unspecified amount in damages. On December 5, 2012, the Company removed the Sinohui Litigation to the U.S. District Court for the Central District of California, Southern Division. On December 30, 2014, the plaintiff petitioned the court to remand the Sinohui Litigation to California state court. On February 26, 2015, the Court overruled the plaintiff’s motion to remand. The Company’s investigation is ongoing. The parties are engaged in discovery. We believe the Company has meritorious defenses to this lawsuit and we intend to vigorously defend it. While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources. Litigation Related to the Merger: Following the January 16, 2014 announcement that the Company had entered into the Merger Agreement, four putative shareholder class actions were filed in the District Court of Shawnee County, Kansas, on behalf of purported stockholders of the Company against the Company, its directors, Apollo, Parent and Merger Sub, in connection with the Merger Agreement and the transactions contemplated thereby. The first purported class action, styled Hilary Coyne v. Richard M. Frank et al. (the “Coyne Action”), was filed on January 21, 2014. The second, styled John Solak v. CEC Entertainment, Inc. et al. (the “Solak Action”), was filed on January 22, 2014. The third, styled Irene Dixon v. CEC Entertainment, Inc. et al. (the “Dixon Action”), was filed on January 24, 2014, and additionally names as defendants Apollo Management VIII, L.P. and the AP VIII Queso Holdings, L.P. The fourth, styled Louisiana Municipal Public Employees’ Retirement System v. Frank, et al. (the “LMPERS Action”), was filed on January 31, 2014, and additionally names as defendants, Apollo Management VIII, L.P. and AP VIII Queso Holdings, L.P. (collectively, Coyne, Solak, and Dixon Actions shall be referred to as the “Shareholder Actions”). Each of the Shareholder Actions alleges that the Company’s directors breached their fiduciary duties to the Company’s stockholders in connection with their consideration and approval of the Merger Agreement by, among other things, agreeing to an inadequate tender price, the adoption on January 15, 2014 of the Rights Agreement, and certain provisions in the Merger Agreement that allegedly made it less likely that the Board would be able to consider alternative acquisition proposals. The Coyne, Dixon and LMPERS Actions further allege that the Board was advised by a conflicted financial advisor. The Solak, Dixon and LMPERS Actions further allege that the Board was subject to material conflicts of interest in approving the Merger Agreement and that the Board breached its fiduciary duties in allowing allegedly conflicted members of management to negotiate the transaction. The Dixon and LMPERS Actions further allege that the Board breached its fiduciary duties in approving the Solicitation/Recommendation Statement on Schedule 14D-9 (together with the exhibits and annexes thereto, as it may be amended or supplemented, the “Statement”) filed with the SEC on January 22, 2014, which allegedly contained material misrepresentations and omissions. Each of the Shareholder Actions allege that Apollo aided and abetted the Board’s breaches of fiduciary duties. The Solak and Dixon Actions allege that CEC also aided and abetted such breaches, and the Solak and LMPERS Actions further allege that Parent and the Merger Sub aided and abetted such actions. The LMPERS Action further alleges that Apollo Management VIII, L.P. and AP VIII Queso Holdings, L.P. aided and abetted such actions. The Shareholder Actions seek, among other things, rescission of the transactions, damages, attorneys’ and experts’ fees and costs, and other unspecified relief. On January 24, 2014, the plaintiff in the Coyne Action filed an amended complaint (the “Coyne Amended Complaint”), and on January 30, 2014, the plaintiff in the Solak Action filed an amended complaint (the “Solak Amended Complaint”) (together, the “Amended Complaints”). The Amended Complaints incorporated all of the allegations in the original complaints, added allegations that the Board-approved Statement omitted certain material information, in further violation of the Board’s fiduciary duties, and requested an order directing the Board to disclose such allegedly-omitted material information. The Solak Amended Complaint also added allegations that the Board breached its fiduciary duties in allowing an allegedly conflicted financial advisor and management to lead the sales process. On March 7, 2014, the Coyne, Solak, Dixon and LMPERS Actions were consolidated into one action. The Company has accrued for all probable and reasonably estimable losses associated with this claim. The Company believes the consolidated lawsuit is without merit and intends to defend it vigorously. While no assurance can be given as to the ultimate outcome of the consolidated matter, we currently believe that the final resolution of the action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources. On July 21, 2015 a consolidated class action complaint was filed by Twin City Pipe Trades Pension Trust that continued to assert claims against CEC and its former directors; added The Goldman Sachs Group (“Goldman Sachs”) as a defendant; and removed all Apollo entities as defendants (“Consolidated Class Action Petition”). The Consolidated Class Action Petition alleges that the Company’s directors breached their fiduciary duties to the Company’s stockholders in connection with their consideration and approval of the Merger Agreement by, among other things, conducting a deficient sales process, agreeing to an inadequate tender price, agreeing to certain provisions in the Merger Agreement, and filing materially deficient disclosures regarding the transaction. The Consolidated Class Action Petition also alleges that two members of the Company’s board who also served as the senior managers of the Company had material conflicts of interest and that Goldman Sachs aided and abetted the board’s breaches as a result of various conflicts of interest facing the bank. The Company believes the Consolidated Class Action Petition is without merit and intends to defend it vigorously. While no assurance can be given as to the ultimate outcome of the consolidated matter, we currently believe that the final resolution of the action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources. On June 10, 2014, Magnetar Global Event Driven Fund Ltd., Spectrum Opportunities Master Fund, Ltd., Magnetar Capital Master Fund, Ltd., and Blackwell Partners LLC, as the purported beneficial owners of shares held as of record by the nominal petitioner Cede & Co., (the “Appraisal Petitioners”), filed an action for statutory appraisal under Kansas state law against the Company in the U.S. District Court for the District of Kansas. The Appraisal Petitioners seek appraisal of 750,000 shares of common stock. The Company answered the complaint and filed a verified list of stockholders, as required under Kansas law. The parties have completed discovery in the case. Following discovery, the scheduling order contemplates dispositive motion practice, followed thereafter, potentially, by a trial on the merits of the Appraisal Petitioners’ claims. The Company has accrued for all probable and reasonably estimable losses associated with this claim. The Company believes the lawsuit is without merit and intends to defend it vigorously. While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 28, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes: | Income Taxes: Our income tax expense (benefit) consists of the following for the periods presented: Successor Three Months Ended June 28, 2015 June 29, 2014 Federal and state income taxes $ (8,101 ) $ (6,959 ) Foreign income taxes 481 (401 ) Income tax expense (benefit) $ (7,620 ) $ (7,360 ) Effective rate 43.5 % 36.5 % Successor Predecessor Six Months Ended For the 135 Day Period Ended For the 47 Day Period Ended June 28, 2015 June 29, 2014 February 14, 2014 Federal and state income taxes $ 4,074 $ (8,492 ) $ 914 Foreign income taxes 752 (406 ) 104 Income tax expense (benefit) $ 4,826 $ (8,898 ) $ 1,018 Effective rate 49.9 % 25.0 % 59.1 % Our effective income tax rate of 49.9% for the six months ended June 28, 2015 , 25.0% for the 135 day period ended June 29, 2014 , and 59.1% for the 47 day period ended February 14, 2014 , differs from the statutory rate primarily due to the unfavorable impact of non-deductible costs related to the Merger and Merger related litigation. Our liability for uncertain tax positions (excluding interest and penalties) was $2.1 million and $1.9 million as of June 28, 2015 and December 28, 2014 , respectively, and if recognized would decrease our provision for income taxes by $1.3 million . Within the next twelve months, we could settle or otherwise conclude income tax audits and/or have expiring statutes of limitations. As such, it is reasonably possible that the liability for uncertain tax positions could decrease by as much as $0.2 million as a result of settlements with certain taxing authorities and expiring statutes of limitations within the next twelve months. The total accrued interest and penalties related to unrecognized tax benefits as of June 28, 2015 and December 28, 2014 , was $1.7 million and $1.5 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.” |
Stock-Based Compensation Arrang
Stock-Based Compensation Arrangements | 6 Months Ended |
Jun. 28, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Arrangements | Stock-Based Compensation Arrangements: The following tables summarize stock-based compensation expense and the associated tax benefit recognized in the Consolidated Financial Statements for the periods presented: Successor Three Months Ended June 28, June 29, (in thousands) Stock-based compensation costs $ 180 $ — Portion capitalized as property and equipment (1) (2 ) — Stock-based compensation expense recognized $ 178 $ — Successor Predecessor Six Months Ended For the 135 Day Period Ended For the 47 Day Period Ended June 28, June 29, February 14, (in thousands) Stock-based compensation costs $ 576 $ — $ 1,117 Portion capitalized as property and equipment (1) (6 ) — — Stock-based compensation costs related to the accelerated vesting of restricted stock awards in connection with the Merger — — 11,108 Stock-based compensation expense recognized $ 570 $ — $ 12,225 Tax benefit recognized from stock-based compensation awards (2) $ — $ 5,043 $ — __________________ (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 store development projects, such as the design and construction of a new store and the remodeling and expansion of our existing stores. Capitalized stock-based compensation cost attributable to our store development projects is included in “Property and equipment, net” in the Consolidated Balance Sheets. (2) We recorded the $5.0 million tax benefit related to the accelerated vesting of restricted stock awards in the 135 day period ended June 29, 2014 , as such tax benefits are deductible for income tax purposes on the Successor tax return for fiscal year 2014. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 28, 2015 | |
Equity [Abstract] | |
Stockholders’ Equity: | Stockholders’ Equity: The following table summarizes the changes in stockholders’ equity during the six months ended June 28, 2015 : Common Stock Capital In Retained Accumulated Shares Amount Total (in thousands, except share information) Balance at December 29, 2014 200 $ — $ 355,587 $ (62,088 ) $ (913 ) $ 292,586 Net income (loss) — — — 4,850 — 4,850 Other comprehensive income (loss) — — — — (865 ) (865 ) Stock-based compensation costs — — 576 — — 576 Balance at June 28, 2015 200 $ — $ 356,163 $ (57,238 ) $ (1,778 ) $ 297,147 |
Condensed Consolidating Schedul
Condensed Consolidating Schedules | 6 Months Ended |
Jun. 28, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Financial Statements | Consolidating Guarantor Financial Information: The senior notes issued by CEC Entertainment, Inc. (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: CEC Entertainment, Inc. Condensed Consolidating Balance Sheet As of June 28, 2015 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Current assets: Cash and cash equivalents $ 108,767 $ 14,776 $ 8,812 $ — $ 132,355 Accounts receivable 13,385 2,610 5,212 (4,487 ) 16,720 Inventories 10,955 9,449 247 — 20,651 Other current assets 19,350 4,391 3,060 — 26,801 Total current assets 152,457 31,226 17,331 (4,487 ) 196,527 Property and equipment, net 611,905 34,848 10,333 — 657,086 Goodwill 432,462 51,521 — — 483,983 Intangible assets, net 23,311 466,889 — — 490,200 Intercompany 138,600 28,533 — (167,133 ) — Investment in subsidiaries 417,834 — — (417,834 ) — Other noncurrent assets 27,702 7,232 (175 ) — 34,759 Total assets $ 1,804,271 $ 620,249 $ 27,489 $ (589,454 ) $ 1,862,555 Current liabilities: Bank indebtedness and other long-term debt, current portion $ 9,500 $ 48 $ — $ — $ 9,548 Capital lease obligations, current portion 399 — 3 — 402 Accounts payable and accrued expenses 79,131 25,204 10,169 — 114,504 Other current liabilities 2,989 — — — 2,989 Total current liabilities 92,019 25,252 10,172 — 127,443 Capital lease obligations, less current portion 15,194 — 75 — 15,269 Bank indebtedness and other long-term debt, less current portion 994,844 43 — — 994,887 Deferred tax liability 195,265 13,975 (554 ) — 208,686 Intercompany 5 149,448 22,171 (171,624 ) — Other noncurrent liabilities 209,797 9,090 232 4 219,123 Total liabilities 1,507,124 197,808 32,096 (171,620 ) 1,565,408 Stockholders' equity: Common stock — — — — — Capital in excess of par value 356,163 466,114 3,241 (469,355 ) 356,163 Retained earnings (deficit) (57,238 ) (43,673 ) (6,070 ) 49,743 (57,238 ) Accumulated other comprehensive income (loss) (1,778 ) — (1,778 ) 1,778 (1,778 ) Total stockholders' equity 297,147 422,441 (4,607 ) (417,834 ) 297,147 Total liabilities and stockholders' equity $ 1,804,271 $ 620,249 $ 27,489 $ (589,454 ) $ 1,862,555 CEC Entertainment, Inc. Condensed Consolidating Balance Sheet As of December 28, 2014 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Current assets: Cash and cash equivalents $ 97,020 $ 6,427 $ 7,547 $ — $ 110,994 Accounts receivable 13,209 5,487 3,797 (3,658 ) 18,835 Inventories 15,008 3,596 375 — 18,979 Other current assets 19,086 3,711 2,040 — 24,837 Total current assets 144,323 19,221 13,759 (3,658 ) 173,645 Property and equipment, net 638,239 33,064 10,669 — 681,972 Goodwill 432,462 50,982 — — 483,444 Intangible assets, net 24,649 466,751 — — 491,400 Intercompany 129,429 25,090 32,655 (187,174 ) — Investment in subsidiaries 428,836 — — (428,836 ) — Other noncurrent assets 27,770 5,875 37 — 33,682 Total assets $ 1,825,708 $ 600,983 $ 57,120 $ (619,668 ) $ 1,864,143 Current liabilities: Bank indebtedness and other long-term debt, current portion $ 9,500 $ 45 $ — $ — $ 9,545 Capital lease obligations, current portion 405 — 3 — 408 Accounts payable and accrued expenses 82,995 21,989 (248 ) (484 ) 104,252 Other current liabilities 2,990 — — — 2,990 Total current liabilities 95,890 22,034 (245 ) (484 ) 117,195 Capital lease obligations, less current portion 15,395 — 81 — 15,476 Bank indebtedness and other long-term debt 998,374 67 — — 998,441 Deferred tax liability 207,258 14,877 780 — 222,915 Intercompany 6,309 126,497 57,542 (190,348 ) — Other noncurrent liabilities 209,896 7,472 162 — 217,530 Total liabilities 1,533,122 170,947 58,320 (190,832 ) 1,571,557 Stockholders' equity: Common stock — — — — — Capital in excess of par value 355,587 465,451 3,089 (468,540 ) 355,587 Retained earnings (deficit) (62,088 ) (35,415 ) (3,376 ) 38,791 (62,088 ) Accumulated other comprehensive income (loss) (913 ) — (913 ) 913 (913 ) Total stockholders' equity 292,586 430,036 (1,200 ) (428,836 ) 292,586 Total liabilities and stockholders' equity $ 1,825,708 $ 600,983 $ 57,120 $ (619,668 ) $ 1,864,143 CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended June 28, 2015 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 81,022 $ 11,745 $ 1,378 $ — $ 94,145 Entertainment and merchandise sales 107,733 3,882 2,246 — 113,861 Total company store sales 188,755 15,627 3,624 — 208,006 Franchise fees and royalties 495 3,578 — — 4,073 International Association assessments and other fees 227 761 11,351 (12,339 ) — Total revenues 189,477 19,966 14,975 (12,339 ) 212,079 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 20,330 3,112 509 — 23,951 Cost of entertainment and merchandise 6,707 148 160 — 7,015 Total cost of food, beverage, entertainment and merchandise 27,037 3,260 669 — 30,966 Labor expenses 54,452 3,439 1,343 — 59,234 Depreciation and amortization 27,269 1,174 527 — 28,970 Rent expense 22,285 1,310 665 — 24,260 Other store operating expenses 33,161 2,103 1,054 (988 ) 35,330 Total company store operating costs 164,204 11,286 4,258 (988 ) 178,760 Advertising expense 11,995 1,266 12,686 (11,351 ) 14,596 General and administrative expenses 5,882 12,937 154 — 18,973 Transaction and severance costs (185 ) 123 — — (62 ) Total operating costs and expenses 181,896 25,612 17,098 (12,339 ) 212,267 Operating income (loss) 7,581 (5,646 ) (2,123 ) — (188 ) Equity in earnings (loss) in affiliates (3,036 ) — — 3,036 — Interest expense (income) 16,568 621 135 — 17,324 Income (loss) before income taxes (12,023 ) (6,267 ) (2,258 ) 3,036 (17,512 ) Income tax expense (benefit) (2,131 ) (5,102 ) (387 ) — (7,620 ) Net income (loss) $ (9,892 ) $ (1,165 ) $ (1,871 ) $ 3,036 $ (9,892 ) Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ 777 $ — $ 777 $ (777 ) $ 777 Total components of other comprehensive income (loss), net of tax 777 — 777 (777 ) 777 Comprehensive income (loss) $ (9,115 ) $ (1,165 ) $ (1,094 ) $ 2,259 $ (9,115 ) CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended June 29, 2014 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 77,852 $ 66 $ 1,731 $ — $ 79,649 Entertainment and merchandise sales 102,966 — 2,685 — 105,651 Total company store sales 180,818 66 4,416 — 185,300 Franchise fees and royalties 591 683 — — 1,274 International Association assessments and other fees 5,206 (2,911 ) 9,885 (12,180 ) — Total revenues 186,615 (2,162 ) 14,301 (12,180 ) 186,574 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 19,784 44 558 — 20,386 Cost of entertainment and merchandise 5,714 (7 ) 180 40 5,927 Total cost of food, beverage, entertainment and merchandise 25,498 37 738 40 26,313 Labor expenses 53,198 — 1,549 — 54,747 Depreciation and amortization 33,083 — 961 — 34,044 Rent expense 21,940 — 775 — 22,715 Other store operating expenses 32,186 5,617 855 (6,319 ) 32,339 Total company store operating costs 165,905 5,654 4,878 (6,279 ) 170,158 Advertising expense 10,158 — 9,253 (9,860 ) 9,551 General and administrative expenses (1,112 ) 7,769 323 4,948 11,928 Transaction and severance costs (165 ) 7 — — (158 ) Total operating costs and expenses 174,786 13,430 14,454 (11,191 ) 191,479 Operating income (loss) 11,829 (15,592 ) (153 ) (989 ) (4,905 ) Equity in earnings (loss) in affiliates (12,349 ) — — 12,349 — Interest expense (income) 19,338 (3,266 ) 156 (989 ) 15,239 Income (loss) before income taxes (19,858 ) (12,326 ) (309 ) 12,349 (20,144 ) Income tax expense (benefit) (7,074 ) — (286 ) — (7,360 ) Net income (loss) $ (12,784 ) $ (12,326 ) $ (23 ) $ 12,349 $ (12,784 ) Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ 613 $ — $ 613 $ (613 ) $ 613 Total components of other comprehensive income (loss), net of tax 613 — 613 (613 ) 613 Comprehensive income (loss) $ (12,171 ) $ (12,326 ) $ 590 $ 11,736 $ (12,171 ) CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Six Months Ended June 28, 2015 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 183,407 $ 24,061 $ 3,213 $ — $ 210,681 Entertainment and merchandise sales 245,243 7,992 5,370 — 258,605 Total company store sales 428,650 32,053 8,583 — 469,286 Franchise fees and royalties 1,301 6,999 — — 8,300 International Association assessments and other fees 512 1,424 20,004 (21,940 ) — Total revenues 430,463 40,476 28,587 (21,940 ) 477,586 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 45,721 6,355 1,100 — 53,176 Cost of entertainment and merchandise 14,328 901 308 — 15,537 Total cost of food, beverage, entertainment and merchandise 60,049 7,256 1,408 — 68,713 Labor expenses 116,185 7,368 2,854 — 126,407 Depreciation and amortization 54,888 2,288 1,035 — 58,211 Rent expense 44,588 2,805 1,326 — 48,719 Other store operating expenses 64,670 3,933 2,181 (1,936 ) 68,848 Total company store operating costs 340,380 23,650 8,804 (1,936 ) 370,898 Advertising expense 21,137 2,324 22,591 (20,004 ) 26,048 General and administrative expenses 10,776 25,014 270 — 36,060 Transaction and severance costs (184 ) 266 — — 82 Total operating costs and expenses 372,109 51,254 31,665 (21,940 ) 433,088 Operating income (loss) 58,354 (10,778 ) (3,078 ) — 44,498 Equity in earnings (loss) in affiliates (10,798 ) — — 10,798 — Interest expense (income) 33,304 1,254 264 — 34,822 Income (loss) before income taxes 14,252 (12,032 ) (3,342 ) 10,798 9,676 Income tax expense (benefit) 9,402 (3,774 ) (802 ) — 4,826 Net income (loss) $ 4,850 $ (8,258 ) $ (2,540 ) $ 10,798 $ 4,850 Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ (865 ) $ — $ (865 ) $ 865 $ (865 ) Total components of other comprehensive income (loss), net of tax (865 ) — (865 ) 865 (865 ) Comprehensive income (loss) $ 3,985 $ (8,258 ) $ (3,405 ) $ 11,663 $ 3,985 CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the 135 Day Period Ended June 29, 2014 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 138,748 $ 121 $ 3,057 $ — $ 141,926 Entertainment and merchandise sales 179,504 — 4,760 — 184,264 Total company store sales 318,252 121 7,817 — 326,190 Franchise fees and royalties 926 1,034 — — 1,960 International Association assessments and other fees 5,500 1,424 17,368 (24,292 ) — Total revenues 324,678 2,579 25,185 (24,292 ) 328,150 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 35,130 29 924 — 36,083 Cost of entertainment and merchandise 10,447 (14 ) 304 20 10,757 Total cost of food, beverage, entertainment and merchandise 45,577 15 1,228 20 46,840 Labor expenses 84,259 — 2,436 — 86,695 Depreciation and amortization 51,201 — 1,318 — 52,519 Rent expense 29,396 — 1,029 — 30,425 Other store operating expenses 52,370 5,619 1,392 (10,403 ) 48,978 Total company store operating costs 262,803 5,634 7,403 (10,383 ) 265,457 Advertising expense 17,735 (17 ) 14,294 (17,324 ) 14,688 General and administrative expenses 2,022 11,828 501 4,405 18,756 Transaction and severance costs 31,514 6,007 — — 37,521 Total operating costs and expenses 314,074 23,452 22,198 (23,302 ) 336,422 Operating income (loss) 10,604 (20,873 ) 2,987 (990 ) (8,272 ) Equity in earnings (loss) in affiliates (10,866 ) — — 10,866 — Interest expense (income) 27,952 76 244 (990 ) 27,282 Income (loss) before income taxes (28,214 ) (20,949 ) 2,743 10,866 (35,554 ) Income tax expense (benefit) (1,558 ) (7,961 ) 621 — (8,898 ) Net income (loss) $ (26,656 ) $ (12,988 ) $ 2,122 $ 10,866 $ (26,656 ) Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ 501 $ — $ 501 $ (501 ) $ 501 Total components of other comprehensive income (loss), net of tax 501 — 501 (501 ) 501 Comprehensive income (loss) $ (26,155 ) $ (12,988 ) $ 2,623 $ 10,365 $ (26,155 ) CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the 47 Day Period Ended February 14, 2014 (in thousands) Predecessor Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 49,803 $ 32 $ 1,062 $ — $ 50,897 Entertainment and merchandise sales 61,082 — 1,577 — 62,659 Total company store sales 110,885 32 2,639 — 113,556 Franchise fees and royalties 353 334 — — 687 International Association assessments and other fees — 4,558 6,095 (10,653 ) — Total revenues 111,238 4,924 8,734 (10,653 ) 114,243 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 11,924 25 336 — 12,285 Cost of entertainment and merchandise 3,618 — 131 (20 ) 3,729 Total cost of food, beverage, entertainment and merchandise 15,542 25 467 (20 ) 16,014 Labor expenses 31,107 — 891 — 31,998 Depreciation and amortization 9,430 — 303 — 9,733 Rent expense 11,962 — 403 — 12,365 Other store operating expenses 20,193 (44 ) (82 ) (4,307 ) 15,760 Total company store operating costs 88,234 (19 ) 1,982 (4,327 ) 85,870 Advertising expense 6,144 17 5,853 (6,111 ) 5,903 General and administrative expenses 4,124 3,863 191 (215 ) 7,963 Transaction and severance costs 1,800 9,834 — — 11,634 Total operating costs and expenses 100,302 13,695 8,026 (10,653 ) 111,370 Operating income (loss) 10,936 (8,771 ) 708 — 2,873 Equity in earnings (loss) in affiliates (4,523 ) — — 4,523 — Interest expense (income) 1,822 (771 ) 100 — 1,151 Income (loss) before income taxes 4,591 (8,000 ) 608 4,523 1,722 Income tax expense (benefit) 3,887 (3,040 ) 171 — 1,018 Net income (loss) $ 704 $ (4,960 ) $ 437 $ 4,523 $ 704 Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ (541 ) $ — $ (541 ) $ 541 $ (541 ) Total components of other comprehensive income (loss), net of tax (541 ) — (541 ) 541 (541 ) Comprehensive income (loss) $ 163 $ (4,960 ) $ (104 ) $ 5,064 $ 163 CEC Entertainment, Inc. Consolidating Statement of Cash Flows For the Six Months Ended June 28, 2015 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash flows provided by (used in) operating activities: $ 50,694 $ 10,722 $ 5,955 $ — $ 67,371 Cash flows from investing activities: Acquisition of Peter Piper Pizza (663 ) — — — (663 ) Intercompany note 67 2,925 — (2,992 ) — Purchases of property and equipment (33,679 ) (3,613 ) (1,336 ) — (38,628 ) Development of internal use software — (1,571 ) — — (1,571 ) Other investing activities 107 (25 ) — — 82 Cash flows provided by (used in) investing activities (34,168 ) (2,284 ) (1,336 ) (2,992 ) (40,780 ) Cash flows from financing activities: Repayments on senior term loan (3,800 ) — — — (3,800 ) Repayments on note payable — (22 ) — — (22 ) Intercompany note — (67 ) (2,925 ) 2,992 — Payments on capital lease obligations (208 ) — (1 ) — (209 ) Payments on sale leaseback transactions (771 ) — — — (771 ) Cash flows provided by (used in) financing activities (4,779 ) (89 ) (2,926 ) 2,992 (4,802 ) Effect of foreign exchange rate changes on cash — — (428 ) — (428 ) Change in cash and cash equivalents 11,747 8,349 1,265 — 21,361 Cash and cash equivalents at beginning of period 97,020 6,427 7,547 — 110,994 Cash and cash equivalents at end of period $ 108,767 $ 14,776 $ 8,812 $ — $ 132,355 CEC Entertainment, Inc. Consolidating Statement of Cash Flows For the 135 Day Period Ended June 29, 2014 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash flows provided by (used in) operating activities: $ 16,738 $ 322 $ (229 ) $ — $ 16,831 Cash flows from investing activities: Acquisition of Predecessor (946,898 ) — — — (946,898 ) Acquisition of Franchisee (1,529 ) — — — (1,529 ) Intercompany note — 348,969 — (348,969 ) — Purchases of property and equipment (20,520 ) (1,735 ) (303 ) — (22,558 ) Proceeds from sale of property and equipment — 241 — — 241 Cash flows provided by (used in) investing activities (968,947 ) 347,475 (303 ) (348,969 ) (970,744 ) Cash flows from financing activities: Proceeds from secured credit facilities, net of original issue discount 756,200 — — — 756,200 Proceeds from senior notes 255,000 — — — 255,000 Repayment of Predecessor Facility — (348,000 ) — — (348,000 ) Intercompany note (346,628 ) 384 (2,725 ) 348,969 — Payment of debt financing costs (27,575 ) — — — (27,575 ) Payments on capital lease obligations (111 ) — — — (111 ) Dividends paid (890 ) — — — (890 ) Excess tax benefit realized from stock-based compensation 5,043 — — — 5,043 Equity contribution 350,000 — — — 350,000 Cash flows provided by (used in) financing activities 991,039 (347,616 ) (2,725 ) 348,969 989,667 Effect of foreign exchange rate changes on cash — — 233 — 233 Change in cash and cash equivalents 38,830 181 (3,024 ) — 35,987 Cash and cash equivalents at beginning of period 6,651 120 12,413 — 19,184 Cash and cash equivalents at end of period $ 45,481 $ 301 $ 9,389 $ — $ 55,171 CEC Entertainment, Inc. Consolidating Statement of Cash Flows For the 47 Day Period Ended February 14, 2014 (in thousands) Predecessor Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash flows provided by (used in) operating activities: $ (12,224 ) $ 29,906 $ 4,632 $ — $ 22,314 Cash flows from investing activities: Intercompany note — (17,601 ) — 17,601 — Purchases of property and equipment (8,538 ) (1,082 ) (90 ) — (9,710 ) Proceeds from sale of property and equipment (2 ) 53 — — 51 Cash flows provided by (used in) investing activities (8,540 ) (18,630 ) (90 ) 17,601 (9,659 ) Cash flows from financing activities: Net proceeds from (repayments on) revolving credit facility — (13,500 ) — — (13,500 ) Intercompany note 17,571 430 (400 ) (17,601 ) — Payments on capital lease obligations (153 ) — (11 ) — (164 ) Dividends paid (38 ) — — — (38 ) Restricted stock returned for payment of taxes (142 ) — — — (142 ) Cash flows provided by (used in) financing activities 17,238 (13,070 ) (411 ) (17,601 ) (13,844 ) Effect of foreign exchange rate changes on cash — — (313 ) — (313 ) Change in cash and cash equivalents (3,526 ) (1,794 ) 3,818 — (1,502 ) Cash and cash equivalents at beginning of period 10,177 1,914 8,595 — 20,686 Cash and cash equivalents at end of period $ 6,651 $ 120 $ 12,413 $ — $ 19,184 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 28, 2015 | |
Subsequent Event [Line Items] | |
Subsequent Events | Subsequent Events: |
Description of Business and S20
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 28, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim Consolidated Financial Statements are presented for two periods, Predecessor and Successor, which relate to the accounting periods preceding and succeeding the completion of the merger of Q Merger Sub Inc., a Kansas corporation (“Merger Sub”) controlled by Apollo with and into CEC Entertainment on February 14, 2014 (the “Merger”). The Predecessor and Successor periods have been separated by a vertical line on the face of the Consolidated Financial Statements to highlight the fact that the financial information for such periods has been prepared under two different historical cost bases of accounting. For the purpose of presentation and disclosure, all references to the “Predecessor” relate to CEC Entertainment and its subsidiaries for periods prior to the Merger. All references to the “Successor” relate to CEC Entertainment and its subsidiaries, after giving effect to the Merger, for periods subsequent to the Merger. References to “CEC Entertainment,” the “Company,” “we,” “us” and “our” relate to the Predecessor for periods prior to the Merger and to the Successor for periods subsequent to the Merger. In connection with our sale leaseback transaction that occurred in August 2014, the Company assigned a portion of its rights in the resulting purchase and sale agreement to a newly formed special purpose entity, a variable interest entity (“VIE”), created by a Qualified Intermediary to facilitate a like-kind exchange pursuant to Internal Revenue Code Section 1031. The assignment resulted in $12.1 million of the sales proceeds from the transaction being received by the VIE. We included the VIE in our Consolidated Financial Statements for the fiscal year ended December 28, 2014. In February 2015, we acquired the VIE, along with its capital improvements and remaining cash balance. The assets, liabilities and operating results of the acquired VIE are not material to our Consolidated Financial Statements. The Company has a controlling financial interest in International Association of CEC Entertainment, Inc. (the “Association”), a 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 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 stores that benefit from the Association’s advertising, entertainment and media expenditures. The assets, liabilities and operating results of the Association are not material to our Consolidated Financial Statements. Because the Association Funds are required to be segregated and used for specified purposes, we do not reflect franchisee contributions to the Association Funds as revenue, but rather record franchisee contributions as an offset to reported advertising expenses. Our contributions to the Association Funds are eliminated in consolidation. Contributions to the advertising, entertainment and media funds from our franchisees were $1.1 million for the six months ended June 28, 2015 , $0.9 million for the 135 day period ended June 29, 2014 and $0.4 million for the 47 day period ended February 14, 2014 . The preparation of these unaudited Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States (“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. Interim Financial Statements The accompanying Consolidated Financial Statements as of June 28, 2015 and for the six months ended June 28, 2015 , the 135 day period ended June 29, 2014 , the 47 day period ended February 14, 2014 , and the three months ended June 28, 2015 and June 29, 2014 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 Company’s 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”). Our Consolidated Financial Statements include all necessary reclassification adjustments to conform prior year results to the current period presentation. 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 28, 2014 , filed with the SEC on March 5, 2015 . |
Acquisition | The Acquisition has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair market values on the Merger date. Fair value measurements have been applied based on assumptions that market participants would use in the pricing of the asset or liability. The purchase price allocation could change in subsequent periods, up to one year from the Merger date. Any subsequent changes to the purchase price allocation that result in material changes to our Consolidated Financial Statements will be adjusted retroactively. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance Accounting Guidance Not Yet Adopted: In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20). This amendment eliminates the income statement concept of extraordinary items and the requirements for entities to consider whether an underlying event or transaction is extraordinary. This amendment is effective for fiscal years beginning after December 15, 2015, including interim periods therein. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We do not expect the adoption of this amendment to have a significant impact on our Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . This amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this amendment. This amendment is effective for fiscal years beginning after December 15, 2015, including interim periods therein. The amendment should be applied on a retrospective basis, wherein the balance sheet of each individual period should be adjusted to reflect the period-specific effects of applying the new guidance. Early adoption is permitted for financial statements that have not been previously issued. As of June 28, 2015 , we have $22.1 million of net deferred financing costs that would be reclassified from a long-term asset to a reduction in the carrying amount of our debt. In July 2015, the FASB deferred the effective date for ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendment is now effective for annual reporting periods beginning after December 15, 2017 and for interim periods therein. Early application is permitted, but only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods therein. We are currently assessing the impact of adopting this new guidance on our Consolidated Financial Statements. |
Acquisition of CEC Entertainmen
Acquisition of CEC Entertainment, Inc. Pro Forma Information (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the Merger had actually occurred on those dates, nor of the results that may be obtained in the future. Three Months Ended Nine Months Ended September 28, September 29, September 28, September 29, (in thousands) Total revenues $ 212,079 $ 186,574 $ 442,393 $ — Net loss $ (11,003 ) $ (11,349 ) $ (3,268 ) $ (5,223 ) |
Acquisition of CEC Entertainm22
Acquisition of CEC Entertainment, Inc. schedule of net assets acquired (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the fair values assigned to the net assets acquired as of the February 14, 2014 acquisition date (in thousands): Cash consideration paid to shareholders $ 946,898 Fair value of assets acquired and liabilities assumed: Cash and cash equivalents 19,184 Accounts receivable 22,185 Inventories 21,696 Other current assets 16,463 Property, plant and equipment 718,066 Property under capital lease 15,530 Favorable lease interests 14,000 Chuck E. Cheese's tradename 400,000 Franchise agreements 14,000 Other non-current assets 9,872 Indebtedness (348,000 ) Capital Leases (15,530 ) Unfavorable lease interests (10,160 ) Deferred taxes (268,946 ) Other current and non-current liabilities (93,520 ) Net assets acquired 514,840 Excess purchase price allocated to goodwill $ 432,058 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Goodwill Activity | The following table presents changes in the carrying value of goodwill for the six months ended June 28, 2015 (in thousands): Successor Balance at December 28, 2014 $ 483,444 Additions (1) 539 Balance at June 28, 2015 $ 483,983 __________________ (1) In the first quarter of 2015, we recorded certain adjustments to the initial PPP purchase price allocation related to the final settlement of net working capital, the valuation of favorable and unfavorable lease interests and the valuation of PPP’s tradename that resulted in a net increase to goodwill of $0.5 million . See Note 2 “Peter Piper Acquisition” for a discussion of the measurement period adjustments. |
Schedule of Indefinite-Lived Intangible Assets | The following table presents our indefinite and definite-lived intangible assets at June 28, 2015 : Successor 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 (1) (2) Indefinite 26,700 — 26,700 Favorable lease agreements (2) 10 14,880 (2,633 ) 12,247 Franchise agreements 25 53,300 (2,047 ) 51,253 $ 494,880 $ (4,680 ) $ 490,200 __________________ (1) In connection with the Merger and the PPP Acquisition, we also recorded unfavorable lease liabilities of $10.2 million and $3.9 million , respectively, which are included in “Other current liabilities” and “Other non-current 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 for the Successor periods. |
Schedule of Finite-Lived Intangible Assets | The following table presents our indefinite and definite-lived intangible assets at June 28, 2015 : Successor 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 (1) (2) Indefinite 26,700 — 26,700 Favorable lease agreements (2) 10 14,880 (2,633 ) 12,247 Franchise agreements 25 53,300 (2,047 ) 51,253 $ 494,880 $ (4,680 ) $ 490,200 __________________ (1) In connection with the Merger and the PPP Acquisition, we also recorded unfavorable lease liabilities of $10.2 million and $3.9 million , respectively, which are included in “Other current liabilities” and “Other non-current 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 for the Successor periods. (2) In the first quarter of 2015 we recorded adjustments related to the valuation of the PPP tradename and the valuation of the favorable lease agreements intangible asset of $1.9 million and $(1.1) million , respectively, recorded in connection with the PPP Acquisition. See Note 2 “Acquisition of Peter Piper Pizza” for a discussion of these adjustments. |
Indebtedness and Interest Exp24
Indebtedness and Interest Expense Indebtedness and Interest Expense (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our long-term debt consisted of the following for the periods presented: Successor June 28, December 28, (in thousands) Term loan facility $ 752,400 $ 756,200 Revolving credit facility — — Senior notes 255,000 255,000 Note payable 91 113 Total debt outstanding 1,007,491 1,011,313 Less: Unamortized original issue discount (3,056 ) (3,327 ) Current portion (9,548 ) (9,545 ) Bank indebtedness and other long-term debt, less current portion $ 994,887 $ 998,441 |
Schedule of Interest Expense | Interest expense consisted of the following for the periods presented: Successor Three Months Ended June 28, June 29, 2014 (in thousands) Term loan facility (1) $ 7,743 $ 8,626 Senior notes 5,157 5,194 Capital lease obligations 447 459 Sale leaseback obligations 2,783 — Amortization of debt issuance costs 1,001 1,013 Other 193 (53 ) $ 17,324 $ 15,239 Successor Predecessor Six Months Ended For the 135 Day Period Ended For the 47 Day Period Ended June 28, June 29, 2014 February 14, 2014 (in thousands) Term loan facility (1) $ 15,505 $ 12,807 $ — Senior notes 10,313 7,477 — Bridge Loan facility (2) — 4,943 — Predecessor Facility — — 745 Capital lease obligations 902 612 275 Sale leaseback obligations 5,566 — — Amortization of debt issuance costs 2,002 1,486 58 Other 534 (43 ) 73 $ 34,822 $ 27,282 $ 1,151 __________________ (1) Includes amortization of original issue discount. (2) The 135 day period ended June 29, 2014 includes Bridge Loan debt issuance costs of $4.7 million and interest of $0.2 million . |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value by Balance Sheet Grouping | The following table presents information on our financial instruments as of the periods presented: Successor Successor June 28, 2015 December 28, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value (in thousands) Financial Liabilities: Bank indebtedness and other long-term debt, less current portion $ 994,887 $ 989,877 $ 998,441 $ 974,084 |
Other Non-current Liabilities (
Other Non-current Liabilities (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Other Noncurrent Liabilities [Line Items] | |
Other Liabilities Disclosure [Text Block] | Other Non-current Liabilities: Other non-current liabilities consisted of the following: March 29, 2015 December 28, 2014 (in thousands) Sale leaseback obligations, less current portion $ 181,282 Deferred rent liability 7,847 Deferred landlord contributions 981 Long-term portion of unfavorable leases 10,942 Other 4,332 Total other non-current liabilities $ — $ 205,384 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Our income tax expense (benefit) consists of the following for the periods presented: Successor Three Months Ended June 28, 2015 June 29, 2014 Federal and state income taxes $ (8,101 ) $ (6,959 ) Foreign income taxes 481 (401 ) Income tax expense (benefit) $ (7,620 ) $ (7,360 ) Effective rate 43.5 % 36.5 % Successor Predecessor Six Months Ended For the 135 Day Period Ended For the 47 Day Period Ended June 28, 2015 June 29, 2014 February 14, 2014 Federal and state income taxes $ 4,074 $ (8,492 ) $ 914 Foreign income taxes 752 (406 ) 104 Income tax expense (benefit) $ 4,826 $ (8,898 ) $ 1,018 Effective rate 49.9 % 25.0 % 59.1 % |
Stock-Based Compensation Arra28
Stock-Based Compensation Arrangements (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense and Associated Tax Benefits Recognized | The following tables summarize stock-based compensation expense and the associated tax benefit recognized in the Consolidated Financial Statements for the periods presented: Successor Three Months Ended June 28, June 29, (in thousands) Stock-based compensation costs $ 180 $ — Portion capitalized as property and equipment (1) (2 ) — Stock-based compensation expense recognized $ 178 $ — Successor Predecessor Six Months Ended For the 135 Day Period Ended For the 47 Day Period Ended June 28, June 29, February 14, (in thousands) Stock-based compensation costs $ 576 $ — $ 1,117 Portion capitalized as property and equipment (1) (6 ) — — Stock-based compensation costs related to the accelerated vesting of restricted stock awards in connection with the Merger — — 11,108 Stock-based compensation expense recognized $ 570 $ — $ 12,225 Tax benefit recognized from stock-based compensation awards (2) $ — $ 5,043 $ — __________________ (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 store development projects, such as the design and construction of a new store and the remodeling and expansion of our existing stores. Capitalized stock-based compensation cost attributable to our store development projects is included in “Property and equipment, net” in the Consolidated Balance Sheets. (2) We recorded the $5.0 million tax benefit related to the accelerated vesting of restricted stock awards in the 135 day period ended June 29, 2014 , as such tax benefits are deductible for income tax purposes on the Successor tax return for fiscal year 2014. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Equity [Abstract] | |
Summary of Changes in Stockholders' Equity | The following table summarizes the changes in stockholders’ equity during the six months ended June 28, 2015 : Common Stock Capital In Retained Accumulated Shares Amount Total (in thousands, except share information) Balance at December 29, 2014 200 $ — $ 355,587 $ (62,088 ) $ (913 ) $ 292,586 Net income (loss) — — — 4,850 — 4,850 Other comprehensive income (loss) — — — — (865 ) (865 ) Stock-based compensation costs — — 576 — — 576 Balance at June 28, 2015 200 $ — $ 356,163 $ (57,238 ) $ (1,778 ) $ 297,147 |
Condensed Consolidating Sched30
Condensed Consolidating Schedules (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | CEC Entertainment, Inc. Condensed Consolidating Balance Sheet As of June 28, 2015 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Current assets: Cash and cash equivalents $ 108,767 $ 14,776 $ 8,812 $ — $ 132,355 Accounts receivable 13,385 2,610 5,212 (4,487 ) 16,720 Inventories 10,955 9,449 247 — 20,651 Other current assets 19,350 4,391 3,060 — 26,801 Total current assets 152,457 31,226 17,331 (4,487 ) 196,527 Property and equipment, net 611,905 34,848 10,333 — 657,086 Goodwill 432,462 51,521 — — 483,983 Intangible assets, net 23,311 466,889 — — 490,200 Intercompany 138,600 28,533 — (167,133 ) — Investment in subsidiaries 417,834 — — (417,834 ) — Other noncurrent assets 27,702 7,232 (175 ) — 34,759 Total assets $ 1,804,271 $ 620,249 $ 27,489 $ (589,454 ) $ 1,862,555 Current liabilities: Bank indebtedness and other long-term debt, current portion $ 9,500 $ 48 $ — $ — $ 9,548 Capital lease obligations, current portion 399 — 3 — 402 Accounts payable and accrued expenses 79,131 25,204 10,169 — 114,504 Other current liabilities 2,989 — — — 2,989 Total current liabilities 92,019 25,252 10,172 — 127,443 Capital lease obligations, less current portion 15,194 — 75 — 15,269 Bank indebtedness and other long-term debt, less current portion 994,844 43 — — 994,887 Deferred tax liability 195,265 13,975 (554 ) — 208,686 Intercompany 5 149,448 22,171 (171,624 ) — Other noncurrent liabilities 209,797 9,090 232 4 219,123 Total liabilities 1,507,124 197,808 32,096 (171,620 ) 1,565,408 Stockholders' equity: Common stock — — — — — Capital in excess of par value 356,163 466,114 3,241 (469,355 ) 356,163 Retained earnings (deficit) (57,238 ) (43,673 ) (6,070 ) 49,743 (57,238 ) Accumulated other comprehensive income (loss) (1,778 ) — (1,778 ) 1,778 (1,778 ) Total stockholders' equity 297,147 422,441 (4,607 ) (417,834 ) 297,147 Total liabilities and stockholders' equity $ 1,804,271 $ 620,249 $ 27,489 $ (589,454 ) $ 1,862,555 CEC Entertainment, Inc. Condensed Consolidating Balance Sheet As of December 28, 2014 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Current assets: Cash and cash equivalents $ 97,020 $ 6,427 $ 7,547 $ — $ 110,994 Accounts receivable 13,209 5,487 3,797 (3,658 ) 18,835 Inventories 15,008 3,596 375 — 18,979 Other current assets 19,086 3,711 2,040 — 24,837 Total current assets 144,323 19,221 13,759 (3,658 ) 173,645 Property and equipment, net 638,239 33,064 10,669 — 681,972 Goodwill 432,462 50,982 — — 483,444 Intangible assets, net 24,649 466,751 — — 491,400 Intercompany 129,429 25,090 32,655 (187,174 ) — Investment in subsidiaries 428,836 — — (428,836 ) — Other noncurrent assets 27,770 5,875 37 — 33,682 Total assets $ 1,825,708 $ 600,983 $ 57,120 $ (619,668 ) $ 1,864,143 Current liabilities: Bank indebtedness and other long-term debt, current portion $ 9,500 $ 45 $ — $ — $ 9,545 Capital lease obligations, current portion 405 — 3 — 408 Accounts payable and accrued expenses 82,995 21,989 (248 ) (484 ) 104,252 Other current liabilities 2,990 — — — 2,990 Total current liabilities 95,890 22,034 (245 ) (484 ) 117,195 Capital lease obligations, less current portion 15,395 — 81 — 15,476 Bank indebtedness and other long-term debt 998,374 67 — — 998,441 Deferred tax liability 207,258 14,877 780 — 222,915 Intercompany 6,309 126,497 57,542 (190,348 ) — Other noncurrent liabilities 209,896 7,472 162 — 217,530 Total liabilities 1,533,122 170,947 58,320 (190,832 ) 1,571,557 Stockholders' equity: Common stock — — — — — Capital in excess of par value 355,587 465,451 3,089 (468,540 ) 355,587 Retained earnings (deficit) (62,088 ) (35,415 ) (3,376 ) 38,791 (62,088 ) Accumulated other comprehensive income (loss) (913 ) — (913 ) 913 (913 ) Total stockholders' equity 292,586 430,036 (1,200 ) (428,836 ) 292,586 Total liabilities and stockholders' equity $ 1,825,708 $ 600,983 $ 57,120 $ (619,668 ) $ 1,864,143 |
Condensed Consolidating Income Statement | CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended June 28, 2015 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 81,022 $ 11,745 $ 1,378 $ — $ 94,145 Entertainment and merchandise sales 107,733 3,882 2,246 — 113,861 Total company store sales 188,755 15,627 3,624 — 208,006 Franchise fees and royalties 495 3,578 — — 4,073 International Association assessments and other fees 227 761 11,351 (12,339 ) — Total revenues 189,477 19,966 14,975 (12,339 ) 212,079 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 20,330 3,112 509 — 23,951 Cost of entertainment and merchandise 6,707 148 160 — 7,015 Total cost of food, beverage, entertainment and merchandise 27,037 3,260 669 — 30,966 Labor expenses 54,452 3,439 1,343 — 59,234 Depreciation and amortization 27,269 1,174 527 — 28,970 Rent expense 22,285 1,310 665 — 24,260 Other store operating expenses 33,161 2,103 1,054 (988 ) 35,330 Total company store operating costs 164,204 11,286 4,258 (988 ) 178,760 Advertising expense 11,995 1,266 12,686 (11,351 ) 14,596 General and administrative expenses 5,882 12,937 154 — 18,973 Transaction and severance costs (185 ) 123 — — (62 ) Total operating costs and expenses 181,896 25,612 17,098 (12,339 ) 212,267 Operating income (loss) 7,581 (5,646 ) (2,123 ) — (188 ) Equity in earnings (loss) in affiliates (3,036 ) — — 3,036 — Interest expense (income) 16,568 621 135 — 17,324 Income (loss) before income taxes (12,023 ) (6,267 ) (2,258 ) 3,036 (17,512 ) Income tax expense (benefit) (2,131 ) (5,102 ) (387 ) — (7,620 ) Net income (loss) $ (9,892 ) $ (1,165 ) $ (1,871 ) $ 3,036 $ (9,892 ) Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ 777 $ — $ 777 $ (777 ) $ 777 Total components of other comprehensive income (loss), net of tax 777 — 777 (777 ) 777 Comprehensive income (loss) $ (9,115 ) $ (1,165 ) $ (1,094 ) $ 2,259 $ (9,115 ) CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended June 29, 2014 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 77,852 $ 66 $ 1,731 $ — $ 79,649 Entertainment and merchandise sales 102,966 — 2,685 — 105,651 Total company store sales 180,818 66 4,416 — 185,300 Franchise fees and royalties 591 683 — — 1,274 International Association assessments and other fees 5,206 (2,911 ) 9,885 (12,180 ) — Total revenues 186,615 (2,162 ) 14,301 (12,180 ) 186,574 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 19,784 44 558 — 20,386 Cost of entertainment and merchandise 5,714 (7 ) 180 40 5,927 Total cost of food, beverage, entertainment and merchandise 25,498 37 738 40 26,313 Labor expenses 53,198 — 1,549 — 54,747 Depreciation and amortization 33,083 — 961 — 34,044 Rent expense 21,940 — 775 — 22,715 Other store operating expenses 32,186 5,617 855 (6,319 ) 32,339 Total company store operating costs 165,905 5,654 4,878 (6,279 ) 170,158 Advertising expense 10,158 — 9,253 (9,860 ) 9,551 General and administrative expenses (1,112 ) 7,769 323 4,948 11,928 Transaction and severance costs (165 ) 7 — — (158 ) Total operating costs and expenses 174,786 13,430 14,454 (11,191 ) 191,479 Operating income (loss) 11,829 (15,592 ) (153 ) (989 ) (4,905 ) Equity in earnings (loss) in affiliates (12,349 ) — — 12,349 — Interest expense (income) 19,338 (3,266 ) 156 (989 ) 15,239 Income (loss) before income taxes (19,858 ) (12,326 ) (309 ) 12,349 (20,144 ) Income tax expense (benefit) (7,074 ) — (286 ) — (7,360 ) Net income (loss) $ (12,784 ) $ (12,326 ) $ (23 ) $ 12,349 $ (12,784 ) Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ 613 $ — $ 613 $ (613 ) $ 613 Total components of other comprehensive income (loss), net of tax 613 — 613 (613 ) 613 Comprehensive income (loss) $ (12,171 ) $ (12,326 ) $ 590 $ 11,736 $ (12,171 ) CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Six Months Ended June 28, 2015 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 183,407 $ 24,061 $ 3,213 $ — $ 210,681 Entertainment and merchandise sales 245,243 7,992 5,370 — 258,605 Total company store sales 428,650 32,053 8,583 — 469,286 Franchise fees and royalties 1,301 6,999 — — 8,300 International Association assessments and other fees 512 1,424 20,004 (21,940 ) — Total revenues 430,463 40,476 28,587 (21,940 ) 477,586 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 45,721 6,355 1,100 — 53,176 Cost of entertainment and merchandise 14,328 901 308 — 15,537 Total cost of food, beverage, entertainment and merchandise 60,049 7,256 1,408 — 68,713 Labor expenses 116,185 7,368 2,854 — 126,407 Depreciation and amortization 54,888 2,288 1,035 — 58,211 Rent expense 44,588 2,805 1,326 — 48,719 Other store operating expenses 64,670 3,933 2,181 (1,936 ) 68,848 Total company store operating costs 340,380 23,650 8,804 (1,936 ) 370,898 Advertising expense 21,137 2,324 22,591 (20,004 ) 26,048 General and administrative expenses 10,776 25,014 270 — 36,060 Transaction and severance costs (184 ) 266 — — 82 Total operating costs and expenses 372,109 51,254 31,665 (21,940 ) 433,088 Operating income (loss) 58,354 (10,778 ) (3,078 ) — 44,498 Equity in earnings (loss) in affiliates (10,798 ) — — 10,798 — Interest expense (income) 33,304 1,254 264 — 34,822 Income (loss) before income taxes 14,252 (12,032 ) (3,342 ) 10,798 9,676 Income tax expense (benefit) 9,402 (3,774 ) (802 ) — 4,826 Net income (loss) $ 4,850 $ (8,258 ) $ (2,540 ) $ 10,798 $ 4,850 Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ (865 ) $ — $ (865 ) $ 865 $ (865 ) Total components of other comprehensive income (loss), net of tax (865 ) — (865 ) 865 (865 ) Comprehensive income (loss) $ 3,985 $ (8,258 ) $ (3,405 ) $ 11,663 $ 3,985 CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the 135 Day Period Ended June 29, 2014 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 138,748 $ 121 $ 3,057 $ — $ 141,926 Entertainment and merchandise sales 179,504 — 4,760 — 184,264 Total company store sales 318,252 121 7,817 — 326,190 Franchise fees and royalties 926 1,034 — — 1,960 International Association assessments and other fees 5,500 1,424 17,368 (24,292 ) — Total revenues 324,678 2,579 25,185 (24,292 ) 328,150 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 35,130 29 924 — 36,083 Cost of entertainment and merchandise 10,447 (14 ) 304 20 10,757 Total cost of food, beverage, entertainment and merchandise 45,577 15 1,228 20 46,840 Labor expenses 84,259 — 2,436 — 86,695 Depreciation and amortization 51,201 — 1,318 — 52,519 Rent expense 29,396 — 1,029 — 30,425 Other store operating expenses 52,370 5,619 1,392 (10,403 ) 48,978 Total company store operating costs 262,803 5,634 7,403 (10,383 ) 265,457 Advertising expense 17,735 (17 ) 14,294 (17,324 ) 14,688 General and administrative expenses 2,022 11,828 501 4,405 18,756 Transaction and severance costs 31,514 6,007 — — 37,521 Total operating costs and expenses 314,074 23,452 22,198 (23,302 ) 336,422 Operating income (loss) 10,604 (20,873 ) 2,987 (990 ) (8,272 ) Equity in earnings (loss) in affiliates (10,866 ) — — 10,866 — Interest expense (income) 27,952 76 244 (990 ) 27,282 Income (loss) before income taxes (28,214 ) (20,949 ) 2,743 10,866 (35,554 ) Income tax expense (benefit) (1,558 ) (7,961 ) 621 — (8,898 ) Net income (loss) $ (26,656 ) $ (12,988 ) $ 2,122 $ 10,866 $ (26,656 ) Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ 501 $ — $ 501 $ (501 ) $ 501 Total components of other comprehensive income (loss), net of tax 501 — 501 (501 ) 501 Comprehensive income (loss) $ (26,155 ) $ (12,988 ) $ 2,623 $ 10,365 $ (26,155 ) CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the 47 Day Period Ended February 14, 2014 (in thousands) Predecessor Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 49,803 $ 32 $ 1,062 $ — $ 50,897 Entertainment and merchandise sales 61,082 — 1,577 — 62,659 Total company store sales 110,885 32 2,639 — 113,556 Franchise fees and royalties 353 334 — — 687 International Association assessments and other fees — 4,558 6,095 (10,653 ) — Total revenues 111,238 4,924 8,734 (10,653 ) 114,243 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 11,924 25 336 — 12,285 Cost of entertainment and merchandise 3,618 — 131 (20 ) 3,729 Total cost of food, beverage, entertainment and merchandise 15,542 25 467 (20 ) 16,014 Labor expenses 31,107 — 891 — 31,998 Depreciation and amortization 9,430 — 303 — 9,733 Rent expense 11,962 — 403 — 12,365 Other store operating expenses 20,193 (44 ) (82 ) (4,307 ) 15,760 Total company store operating costs 88,234 (19 ) 1,982 (4,327 ) 85,870 Advertising expense 6,144 17 5,853 (6,111 ) 5,903 General and administrative expenses 4,124 3,863 191 (215 ) 7,963 Transaction and severance costs 1,800 9,834 — — 11,634 Total operating costs and expenses 100,302 13,695 8,026 (10,653 ) 111,370 Operating income (loss) 10,936 (8,771 ) 708 — 2,873 Equity in earnings (loss) in affiliates (4,523 ) — — 4,523 — Interest expense (income) 1,822 (771 ) 100 — 1,151 Income (loss) before income taxes 4,591 (8,000 ) 608 4,523 1,722 Income tax expense (benefit) 3,887 (3,040 ) 171 — 1,018 Net income (loss) $ 704 $ (4,960 ) $ 437 $ 4,523 $ 704 Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ (541 ) $ — $ (541 ) $ 541 $ (541 ) Total components of other comprehensive income (loss), net of tax (541 ) — (541 ) 541 (541 ) Comprehensive income (loss) $ 163 $ (4,960 ) $ (104 ) $ 5,064 $ 163 |
Condensed Consolidating Cash Flow Statement | CEC Entertainment, Inc. Consolidating Statement of Cash Flows For the Six Months Ended June 28, 2015 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash flows provided by (used in) operating activities: $ 50,694 $ 10,722 $ 5,955 $ — $ 67,371 Cash flows from investing activities: Acquisition of Peter Piper Pizza (663 ) — — — (663 ) Intercompany note 67 2,925 — (2,992 ) — Purchases of property and equipment (33,679 ) (3,613 ) (1,336 ) — (38,628 ) Development of internal use software — (1,571 ) — — (1,571 ) Other investing activities 107 (25 ) — — 82 Cash flows provided by (used in) investing activities (34,168 ) (2,284 ) (1,336 ) (2,992 ) (40,780 ) Cash flows from financing activities: Repayments on senior term loan (3,800 ) — — — (3,800 ) Repayments on note payable — (22 ) — — (22 ) Intercompany note — (67 ) (2,925 ) 2,992 — Payments on capital lease obligations (208 ) — (1 ) — (209 ) Payments on sale leaseback transactions (771 ) — — — (771 ) Cash flows provided by (used in) financing activities (4,779 ) (89 ) (2,926 ) 2,992 (4,802 ) Effect of foreign exchange rate changes on cash — — (428 ) — (428 ) Change in cash and cash equivalents 11,747 8,349 1,265 — 21,361 Cash and cash equivalents at beginning of period 97,020 6,427 7,547 — 110,994 Cash and cash equivalents at end of period $ 108,767 $ 14,776 $ 8,812 $ — $ 132,355 CEC Entertainment, Inc. Consolidating Statement of Cash Flows For the 135 Day Period Ended June 29, 2014 (in thousands) Successor Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash flows provided by (used in) operating activities: $ 16,738 $ 322 $ (229 ) $ — $ 16,831 Cash flows from investing activities: Acquisition of Predecessor (946,898 ) — — — (946,898 ) Acquisition of Franchisee (1,529 ) — — — (1,529 ) Intercompany note — 348,969 — (348,969 ) — Purchases of property and equipment (20,520 ) (1,735 ) (303 ) — (22,558 ) Proceeds from sale of property and equipment — 241 — — 241 Cash flows provided by (used in) investing activities (968,947 ) 347,475 (303 ) (348,969 ) (970,744 ) Cash flows from financing activities: Proceeds from secured credit facilities, net of original issue discount 756,200 — — — 756,200 Proceeds from senior notes 255,000 — — — 255,000 Repayment of Predecessor Facility — (348,000 ) — — (348,000 ) Intercompany note (346,628 ) 384 (2,725 ) 348,969 — Payment of debt financing costs (27,575 ) — — — (27,575 ) Payments on capital lease obligations (111 ) — — — (111 ) Dividends paid (890 ) — — — (890 ) Excess tax benefit realized from stock-based compensation 5,043 — — — 5,043 Equity contribution 350,000 — — — 350,000 Cash flows provided by (used in) financing activities 991,039 (347,616 ) (2,725 ) 348,969 989,667 Effect of foreign exchange rate changes on cash — — 233 — 233 Change in cash and cash equivalents 38,830 181 (3,024 ) — 35,987 Cash and cash equivalents at beginning of period 6,651 120 12,413 — 19,184 Cash and cash equivalents at end of period $ 45,481 $ 301 $ 9,389 $ — $ 55,171 CEC Entertainment, Inc. Consolidating Statement of Cash Flows For the 47 Day Period Ended February 14, 2014 (in thousands) Predecessor Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash flows provided by (used in) operating activities: $ (12,224 ) $ 29,906 $ 4,632 $ — $ 22,314 Cash flows from investing activities: Intercompany note — (17,601 ) — 17,601 — Purchases of property and equipment (8,538 ) (1,082 ) (90 ) — (9,710 ) Proceeds from sale of property and equipment (2 ) 53 — — 51 Cash flows provided by (used in) investing activities (8,540 ) (18,630 ) (90 ) 17,601 (9,659 ) Cash flows from financing activities: Net proceeds from (repayments on) revolving credit facility — (13,500 ) — — (13,500 ) Intercompany note 17,571 430 (400 ) (17,601 ) — Payments on capital lease obligations (153 ) — (11 ) — (164 ) Dividends paid (38 ) — — — (38 ) Restricted stock returned for payment of taxes (142 ) — — — (142 ) Cash flows provided by (used in) financing activities 17,238 (13,070 ) (411 ) (17,601 ) (13,844 ) Effect of foreign exchange rate changes on cash — — (313 ) — (313 ) Change in cash and cash equivalents (3,526 ) (1,794 ) 3,818 — (1,502 ) Cash and cash equivalents at beginning of period 10,177 1,914 8,595 — 20,686 Cash and cash equivalents at end of period $ 6,651 $ 120 $ 12,413 $ — $ 19,184 |
Description of Business and S31
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 1 Months Ended | 2 Months Ended | 5 Months Ended | 6 Months Ended |
Aug. 31, 2014USD ($) | Feb. 14, 2014USD ($) | Jun. 29, 2014USD ($) | Jun. 28, 2015USD ($)CountryState | |
Accounting Policies [Abstract] | ||||
Number of States in which Entity Operates | State | 47 | |||
Number of foreign countries in which Entity operates | Country | 11 | |||
Related Party Transaction [Line Items] | ||||
Contributions from franchisees to advertising and media funds | $ 0.4 | $ 0.9 | $ 1.1 | |
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Related Party Transaction [Line Items] | ||||
Gross proceeds | $ 12.1 |
Description of Business and S32
Description of Business and Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) | 3 Months Ended |
Mar. 29, 2015 | |
Franchise Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 25 years |
Favorable Lease Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Acquisition of CEC Entertainm33
Acquisition of CEC Entertainment, Inc. - Narrative (Details) - CEC Entertainment, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2014 | Sep. 28, 2014 | Jan. 15, 2014 |
Business Acquisition [Line Items] | |||
Business Combination, Percentage of Outstanding Shares Tendered for Purchase in Merger Agreement | 68.00% | ||
Business Acquisition, Percentage of Voting Interests Acquired | 90.00% | ||
Business Acquisition, Share Price | $ 54 | ||
Business Combination, Consideration Transferred | $ 1,400,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | 348,000 | ||
Business Combination, Consideration Transferred, Transaction and Debt Issuance Costs | 65,000 | ||
Proceeds from Equity Method Investment, Dividends or Distributions | 350,000 | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 2,900 | ||
Bridge Loan [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 248,500 | ||
Senior Notes [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 255,000 | ||
Term Loan Facility [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 760,000 | ||
Revolving Credit Facility [Member] | |||
Business Acquisition [Line Items] | |||
Maximum borrowing capacity of revolving credit facility | $ 150,000 |
Acquisition of CEC Entertainm34
Acquisition of CEC Entertainment, Inc. - Value of Net Assets Acquired (Details) - CEC Entertainment, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2014 | Jan. 15, 2014 | |
Business Acquisition [Line Items] | |||
Business Acquisition, Share Price | $ 54 | ||
Business Combination, Consideration Transferred | $ 1,400,000 | ||
Payments to Acquire Businesses, Gross | 946,898 | ||
Cash and cash equivalents | 19,184 | ||
Accounts receivable | 22,185 | ||
Inventories | 21,696 | ||
Other current assets | 16,463 | ||
Property, plant and equipment | 718,066 | ||
Property under capital lease | 15,530 | ||
Favorable lease interests | 14,000 | ||
Chuck E. Cheese's tradename | 400,000 | ||
Franchise agreements | 14,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 9,872 | ||
Indebtedness | (348,000) | ||
Capital Leases | (15,530) | ||
Unfavorable lease interests | (10,160) | ||
Deferred taxes | (268,946) | ||
Other current and non-current liabilities | (93,520) | ||
Net assets acquired | 514,840 | ||
Excess purchase price allocated to goodwill | [1] | 432,058 | |
Senior Notes [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 255,000 | ||
Term Loan Facility [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 760,000 | ||
Revolving Credit Facility [Member] | |||
Business Acquisition [Line Items] | |||
Maximum borrowing capacity of revolving credit facility | $ 150,000 | ||
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjQwNWZmN2NhZmQyZDRiOGFiMjk4NjNiZGQ4YTk0ZTEyfFRleHRTZWxlY3Rpb246MEY2MTkyRjY0NjFFRTI3NTM4NDgyMTRFNkNEOEIxNUUM} |
Acquisition of CEC Entertainm35
Acquisition of CEC Entertainment, Inc. - Pro Forma Financial Information (Details) - CEC Entertainment, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 29, 2013 | |
Business Acquisition [Line Items] | ||||
Total revenues | $ 212,079 | $ 186,574 | $ 442,393 | $ 0 |
Net loss | $ (11,003) | $ (11,349) | $ (3,268) | $ (5,223) |
Acquisition of Peter Piper Pizz
Acquisition of Peter Piper Pizza Narrative (Details) $ in Millions | Oct. 15, 2014USD ($) |
Peter Piper Pizza [Member] | |
Business Acquisition [Line Items] | |
Payments to Acquire Businesses, Net of Cash Acquired | $ 113.1 |
Acquisition of Peter Piper Pi37
Acquisition of Peter Piper Pizza Goodwill (Details) $ in Millions | Oct. 15, 2014USD ($) |
Peter Piper Pizza [Member] | |
Business Acquisition [Line Items] | |
Goodwill, Translation and Purchase Accounting Adjustments | $ 113.1 |
Acquisition of Peter Piper Pi38
Acquisition of Peter Piper Pizza Table of Assets Acquired (Details) - USD ($) $ in Thousands | Oct. 16, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 28, 2015 | |
Peter Piper Pizza [Member] | |||||
Business Acquisition [Line Items] | |||||
Other current assets | $ 598 | $ 598 | $ 598 | ||
Cash and cash equivalents | 5,267 | 5,267 | 5,267 | ||
Accounts receivable | 511 | 511 | 511 | ||
Payments to Acquire Businesses, Gross | 118,409 | 119,072 | |||
Inventories | 820 | 820 | 820 | ||
Property, plant and equipment | 14,383 | 14,383 | 14,383 | ||
Favorable lease interests | 2,000 | 880 | 880 | ||
Chuck E. Cheese's tradename | 24,800 | 26,700 | 26,700 | ||
Franchise agreements | 39,300 | 39,300 | 39,300 | ||
Other non-current assets | 154 | 154 | 154 | ||
Indebtedness | (120) | (120) | (120) | ||
Below Market Lease, Gross | (3,290) | (3,870) | (3,870) | ||
Deferred taxes | (12,935) | (13,011) | (13,011) | ||
Other current and non-current liabilities | (4,061) | (4,061) | (4,061) | ||
Net assets acquired | 67,427 | 67,551 | 67,551 | ||
Goodwill, Fair Value Disclosure | $ 50,982 | 51,521 | $ 51,521 | ||
Successor [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 0 | 663 | |||
Successor [Member] | Peter Piper Pizza [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | 663 | ||||
Successor [Member] | Peter Piper Pizza [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Assets, Purchase Accounting Adjustments | (1,120) | ||||
Indefinite-lived Intangible Assets, Purchase Accounting Adjustments | 1,900 | ||||
below market lease purchase accounting adjustment | (580) | ||||
Deferred Tax Liability, Increase (Decrease) Due to Tax Effect of Purchase Accounting Adjustments | (76) | ||||
Goodwill, Translation and Purchase Accounting Adjustments | 124 | ||||
Successor [Member] | Peter Piper Pizza [Member] | Additional PPP Goodwill recognized in Q1 2015 [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill, Translation and Purchase Accounting Adjustments | [1] | $ 539 | |||
[1] | SuccessorBalance at December 28, 2014$483,444Additions (1)539Balance at June 28, 2015$483,983__________________(1)In the first quarter of 2015, we recorded certain adjustments to the initial PPP purchase price allocation related to the final settlement of net working capital, the valuation of favorable and unfavorable lease interests and the valuation of PPP’s tradename that resulted in a net increase to goodwill of $0.5 million. See Note 2 “Peter Piper Acquisition” for a discussion of the measurement period adjustments. |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 28, 2015 | Dec. 28, 2014 |
Successor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 657,086 | $ 681,972 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | |||
Mar. 30, 2014USD ($) | Feb. 14, 2014USD ($) | Jun. 28, 2015USD ($) | Jun. 29, 2014USD ($) | Sep. 29, 2013USD ($)Store | Jun. 29, 2014USD ($) | Jun. 28, 2015USD ($) | Sep. 29, 2013USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||
Number Of Store Previously Impaired | Store | 1 | |||||||
General and Administrative Expense [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation | $ 900,000 | $ 500,000 | ||||||
Successor [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation and amortization | 29,800,000 | 34,500,000 | $ 53,240,000 | $ 60,248,000 | ||||
Depreciation | 700,000 | 2,000,000 | ||||||
Amortization of Intangible Assets | $ 300,000 | 1,000,000 | ||||||
Predecessor [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation and amortization | $ 9,883,000 | |||||||
Depreciation | 200,000 | |||||||
Franchise Agreements [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Amortization of Intangible Assets | $ 300,000 | $ 0 | 500,000 | 200,000 | $ 0 | $ 1,000,000 | $ 0 | |
Franchise Agreements [Member] | Successor [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Amortization of Intangible Assets | $ 500,000 | |||||||
Franchise Agreements [Member] | Predecessor [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Amortization of Intangible Assets | $ 200,000 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - Business Acquisition, Acquiree [Domain] - Successor [Member] $ in Thousands | 6 Months Ended |
Jun. 28, 2015USD ($) | |
Goodwill [Roll Forward] | |
Goodwill | $ 483,444 |
Goodwill | $ 483,983 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Mar. 30, 2014 | Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Sep. 29, 2013 | Jun. 29, 2014 | Jun. 28, 2015 | Sep. 29, 2013 | ||
Favorable Lease Agreements [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization of Intangible Assets | $ 0 | $ 500,000 | $ 500,000 | $ 0 | $ 700,000 | $ 1,000,000 | $ 0 | ||
Franchise Agreements [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization of Intangible Assets | $ 300,000 | $ 0 | 500,000 | $ 200,000 | $ 0 | $ 1,000,000 | $ 0 | ||
Successor [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Unfavorable lease amortization period | 10 years | ||||||||
Amortization of Intangible Assets | $ 300,000 | $ 1,000,000 | |||||||
Successor [Member] | Franchise Agreements [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization of Intangible Assets | 500,000 | ||||||||
CEC Entertainment, Inc. [Member] | Successor [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Off-market Lease, Unfavorable | 10,200,000 | 10,200,000 | |||||||
Peter Piper Pizza [Member] | Successor [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Off-market Lease, Unfavorable | $ 3,900,000 | 3,900,000 | |||||||
Peter Piper Pizza [Member] | Successor [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill, Translation and Purchase Accounting Adjustments | 124,000 | ||||||||
Indefinite-lived Intangible Assets, Purchase Accounting Adjustments | 1,900,000 | ||||||||
Finite-Lived Intangible Assets, Purchase Accounting Adjustments | (1,120,000) | ||||||||
Peter Piper Pizza [Member] | Additional PPP Goodwill recognized in Q1 2015 [Member] | Successor [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill, Translation and Purchase Accounting Adjustments | [1] | $ 539,000 | |||||||
[1] | SuccessorBalance at December 28, 2014$483,444Additions (1)539Balance at June 28, 2015$483,983__________________(1)In the first quarter of 2015, we recorded certain adjustments to the initial PPP purchase price allocation related to the final settlement of net working capital, the valuation of favorable and unfavorable lease interests and the valuation of PPP’s tradename that resulted in a net increase to goodwill of $0.5 million. See Note 2 “Peter Piper Acquisition” for a discussion of the measurement period adjustments. |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets - Schedule of Indefinite and Definite-lived Intangible Assets (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Mar. 30, 2014 | Feb. 14, 2014 | Jun. 28, 2015 | Mar. 29, 2015 | Jun. 29, 2014 | Sep. 29, 2013 | Jun. 29, 2014 | Jun. 28, 2015 | Sep. 29, 2013 | Dec. 28, 2014 | ||
Favorable Lease Agreements [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Amortization of Intangible Assets | $ 0 | $ 500,000 | $ 500,000 | $ 0 | $ 700,000 | $ 1,000,000 | $ 0 | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||
Franchise Agreements [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Amortization of Intangible Assets | $ 300,000 | $ 0 | 500,000 | $ 200,000 | $ 0 | 1,000,000 | $ 0 | ||||
Finite-Lived Intangible Asset, Useful Life | 25 years | ||||||||||
Successor [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Amortization of Intangible Assets | $ 300,000 | 1,000,000 | |||||||||
Indefinite-lived intangible assets | 494,880,000 | 494,880,000 | |||||||||
Finite-lived intangible assets - accumulated amortization | (4,680,000) | (4,680,000) | |||||||||
Intangible assets, net | 490,200,000 | $ 490,200,000 | $ 491,400,000 | ||||||||
Unfavorable lease, Acquired | 10 years | ||||||||||
Successor [Member] | Favorable Lease Agreements [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Finite-lived intangible assets - gross carrying amounts | [1] | 14,880,000 | $ 14,880,000 | ||||||||
Finite-lived intangible assets - accumulated amortization | [1] | (2,633,000) | (2,633,000) | ||||||||
Finite-lived intangible assets, net | [2] | 12,247,000 | 12,247,000 | ||||||||
Successor [Member] | Franchise Agreements [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Amortization of Intangible Assets | 500,000 | ||||||||||
Finite-lived intangible assets - gross carrying amounts | 53,300,000 | 53,300,000 | |||||||||
Finite-lived intangible assets - accumulated amortization | (2,047,000) | (2,047,000) | |||||||||
Finite-lived intangible assets, net | 51,253,000 | 51,253,000 | |||||||||
Chuck E. Cheese [Member] | Successor [Member] | Trade Names [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Indefinite-lived intangible assets | 400,000,000 | 400,000,000 | |||||||||
Peter Piper Pizza [Member] | Successor [Member] | Trade Names [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Indefinite-lived intangible assets | [1],[2] | 26,700,000 | 26,700,000 | ||||||||
Trade Names [Member] | Chuck E. Cheese [Member] | Successor [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Indefinite-lived intangible assets | 400,000,000 | 400,000,000 | |||||||||
Trade Names [Member] | Peter Piper Pizza [Member] | Successor [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Indefinite-lived intangible assets | [1],[2] | $ 26,700,000 | $ 26,700,000 | ||||||||
[1] | In connection with the Merger and the PPP Acquisition, we also recorded unfavorable lease liabilities of $10.2 million and $3.9 million, respectively, which are included in “Other current liabilities” and “Other non-current 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 for the Successor periods. | ||||||||||
[2] | In the first quarter of 2015 we recorded adjustments related to the valuation of the PPP tradename and the valuation of the favorable lease agreements intangible asset of $1.9 million and $(1.1) million, respectively, recorded in connection with the PPP Acquisition. See Note 2 “Acquisition of Peter Piper Pizza” for a discussion of these adjustments. |
Indebtedness and Interest Exp44
Indebtedness and Interest Expense - Schedule of Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 28, 2015 | Dec. 28, 2014 | Feb. 19, 2014 | |
Successor [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,007,491 | $ 1,011,313 | |
Unamortized original issue discount | 3,056 | 3,327 | |
Current portion | 9,548 | 9,545 | |
Bank indebtedness and other long-term debt, less current portion | 994,887 | 998,441 | |
Term Loan Facility [Member] | Successor [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 752,400 | 756,200 | |
Revolving Credit Facility [Member] | Successor [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 0 | |
Senior Notes [Member] | Successor [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 255,000 | ||
Long-term debt, gross | 255,000 | ||
Notes Payable, Other Payables [Member] | Successor [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 91 | $ 113 | |
Senior Notes due 2022 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Bridge Loan Facility [Member] | Bridge Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Issuance Cost | $ 4,700 |
Indebtedness and Interest Exp45
Indebtedness and Interest Expense - Narrative (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||||
Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Dec. 28, 2014 | ||||
Predecessor Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 1.60% | |||||||||
Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 4.80% | |||||||||
The Senior Secured Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||
Debt Instrument, Additional Margin on Basis Spread of Variable Rate | 3.00% | |||||||||
The Senior Secured Credit Facilities [Member] | Federal Funds Effective Swap Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||
The Senior Secured Credit Facilities [Member] | Adjusted London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||
The Senior Secured Credit Facilities [Member] | Base Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Additional Margin on Basis Spread of Variable Rate | 2.00% | |||||||||
Bridge Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Expense, Debt | $ 4,900,000 | |||||||||
Secured Credit Facilities, Bridge Loan Facility and Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 6.90% | |||||||||
SecuredCreditFacilitiesAndSeniorNotes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 5.50% | 5.60% | ||||||||
Term Loan Facility [Member] | Term Loan Facility Maturing 2021 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Federal Funds Rate Minimum | 0.06% | |||||||||
Federal Funds Rate Maximum | 0.14% | |||||||||
Prime Interest Rate | 3.25% | |||||||||
Libor Rate Minimum | 0.17% | |||||||||
Libor Rate Maximum | 0.19% | |||||||||
The Senior Secured Credit Facilities [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 4.60% | |||||||||
Bridge Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Payments of Debt Issuance Costs | $ 4,900,000 | |||||||||
Bridge Loan [Member] | Bridge Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Expense, Debt | $ 200,000 | |||||||||
Debt Issuance Cost | $ 4,700,000 | |||||||||
Unsecured Debt [Member] | Senior Notes due 2022 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 8.40% | 8.30% | ||||||||
Revolving Credit Facility [Member] | Senior Loans [Member] | Swingline Loan Facility, the Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Covenant threshold related to percentage of credit facility drawn | 30.00% | 30.00% | ||||||||
Line of Credit Facility, Amount Outstanding | $ 0 | $ 0 | ||||||||
Letter of Credit [Member] | Senior Debt Obligations [Member] | Letter of Credit Sub-Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of Credit Outstanding, Amount | 10,900,000 | 10,900,000 | ||||||||
Successor [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | 1,007,491,000 | 1,007,491,000 | $ 1,011,313,000 | |||||||
Successor [Member] | Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | 752,400,000 | 752,400,000 | $ 756,200,000 | |||||||
Interest Expense, Debt | $ 7,743,000 | $ 8,626,000 | $ 12,807,000 | [1] | $ 15,505,000 | [1] | ||||
Predecessor [Member] | Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Expense, Debt | [1] | $ 0 | ||||||||
[1] | Includes amortization of original issue discount. |
Indebtedness and Interest Exp46
Indebtedness and Interest Expense - Schedule of Debt Obligations (Details) - Long-term Debt, Type [Domain] - Successor [Member] - USD ($) $ in Thousands | Jun. 28, 2015 | Dec. 28, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,007,491 | $ 1,011,313 |
Unamortized original issue discount | (3,056) | (3,327) |
Current portion | (9,548) | (9,545) |
Bank indebtedness and other long-term debt, less current portion | $ 994,887 | $ 998,441 |
Indebtedness and Interest Exp47
Indebtedness and Interest Expense - Interest Expense (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||||
Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | ||||
Predecessor [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of debt issuance costs | $ 58 | ||||||||
Interest Expense, Other Long-term Debt | 73 | ||||||||
Interest expense | 1,151 | ||||||||
Predecessor [Member] | Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Expense, Debt | [1] | 0 | |||||||
Predecessor [Member] | Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense, excluding amortization | 0 | $ 5,157 | |||||||
Predecessor [Member] | Predecessor Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense, excluding amortization | 745 | ||||||||
Predecessor [Member] | Bridge Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense, excluding amortization | 0 | ||||||||
Predecessor [Member] | Capital Lease Obligations [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital Leases, Income Statement, Interest Expense | 275 | ||||||||
Predecessor [Member] | Sale Leaseback Obligations [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
InterestExpenseSaleLeaseback | $ 0 | ||||||||
Successor [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of debt issuance costs | 1,001 | $ 1,013 | $ 1,486 | $ 2,002 | |||||
Interest Expense, Other Long-term Debt | 193 | (53) | (43) | 534 | |||||
Interest expense | 17,324 | 15,239 | 27,282 | 34,822 | |||||
Successor [Member] | Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Expense, Debt | 7,743 | 8,626 | 12,807 | [1] | 15,505 | [1] | |||
Successor [Member] | Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense, excluding amortization | 5,194 | 7,477 | 10,313 | ||||||
Successor [Member] | Predecessor Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense, excluding amortization | 0 | 0 | |||||||
Successor [Member] | Bridge Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense, excluding amortization | 4,943 | [2] | 0 | ||||||
Successor [Member] | Capital Lease Obligations [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital Leases, Income Statement, Interest Expense | 447 | 459 | 612 | 902 | |||||
Successor [Member] | Sale Leaseback Obligations [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
InterestExpenseSaleLeaseback | $ 2,783 | $ 0 | $ 0 | 5,566 | |||||
Bridge Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Expense, Debt | $ 4,900 | ||||||||
Bridge Loan Facility [Member] | Bridge Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Expense, Debt | $ 200 | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | The Senior Secured Credit Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Additional Margin on Basis Spread of Variable Rate | 3.00% | ||||||||
[1] | Includes amortization of original issue discount. | ||||||||
[2] | The 135 day period ended June 29, 2014 includes Bridge Loan debt issuance costs of $4.7 million and interest of $0.2 million. |
Fair Value of Financial Instr48
Fair Value of Financial Instruments (Details) - Successor [Member] - USD ($) $ in Thousands | Jun. 28, 2015 | Dec. 28, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Bank indebtedness and other long-term debt, less current portion | $ 994,887 | $ 998,441 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Bank indebtedness and other long-term debt, less current portion | 998,441 | |
Estimate of Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Bank indebtedness and other long-term debt, less current portion | $ 989,877 | $ 974,084 |
Other Non-current Liabilities49
Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Jun. 28, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Dec. 29, 2013 |
Successor [Member] | ||||
Other Noncurrent Liabilities [Line Items] | ||||
Other noncurrent liabilities | $ 209,448 | $ 205,384 | $ 0 | |
Predecessor [Member] | ||||
Other Noncurrent Liabilities [Line Items] | ||||
Sale leaseback obligations, less current portion | $ 181,282 | |||
Other noncurrent liabilities | $ 205,384 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jun. 10, 2014shares | Jan. 16, 2014lawsuit | Jul. 21, 2015lawsuit | Mar. 07, 2014lawsuit |
Merger Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
New claims filed | 4 | |||
Loss Contingency, Claims Consolidated, Number | 1 | |||
Loss contingency, members of the Board also senior management | 2 | |||
Common Stock [Member] | Appraisal Petitioners v CEC Entertainment [Member] | ||||
Loss Contingencies [Line Items] | ||||
Damages sought (shares) | shares | 750,000 |
Income Taxes Taxes by Jurisdict
Income Taxes Taxes by Jurisdiction (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | |
Successor [Member] | |||||
Income Taxes [Line Items] | |||||
Federal and state income taxes | $ (8,101) | $ (6,959) | $ (8,492) | $ 4,074 | |
Foreign income taxes | 481 | (401) | (406) | 752 | |
Income tax expense (benefit) | $ (7,620) | $ (7,360) | $ (8,898) | $ 4,826 | |
Effective income tax rate | 43.50% | 36.50% | 25.00% | 49.90% | |
Predecessor [Member] | |||||
Income Taxes [Line Items] | |||||
Federal and state income taxes | $ 914 | ||||
Foreign income taxes | 104 | ||||
Income tax expense (benefit) | $ 1,018 | ||||
Effective income tax rate | 59.10% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | Dec. 28, 2014 | |
Tax Credit Carryforward [Line Items] | ||||||
Unrecognized tax benefits | $ 2,100 | $ 2,100 | $ 1,900 | |||
Unrecognized tax benefits that would decrease effective tax rate and provision for income taxes, if recognized | 1,300 | 1,300 | ||||
Expected decrease in unrecognized tax benefits within next twelve months | 200 | 200 | ||||
Total amount of interest and penalties accrued related to unrecognized tax benefits | $ 1,700 | $ 1,700 | $ 1,500 | |||
Successor [Member] | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Effective income tax rate | 43.50% | 36.50% | 25.00% | 49.90% | ||
Deferred income taxes | $ (13,151) | $ (11,909) | ||||
Predecessor [Member] | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Effective income tax rate | 59.10% | |||||
Deferred income taxes | $ (1,785) | |||||
The Senior Secured Credit Facilities [Member] | Base Rate [Member] | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Debt Instrument, Additional Margin on Basis Spread of Variable Rate | 2.00% |
Stock-Based Compensation Arra53
Stock-Based Compensation Arrangements - Additional Information (Detail) - USD ($) $ in Thousands | 2 Months Ended | 5 Months Ended | 6 Months Ended | ||
Feb. 14, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | ||
Predecessor [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation costs related to the accelerated vesting of restricted stock awards in connection with the Merger | $ 11,108 | ||||
Tax benefit related to the accelerated vesting of restricted stock awards | $ 0 | ||||
Successor [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation costs related to the accelerated vesting of restricted stock awards in connection with the Merger | $ 0 | $ 0 | |||
Tax benefit related to the accelerated vesting of restricted stock awards | $ 5,043 | $ 0 | $ 5,043 | [1] | |
[1] | We recorded the $5.0 million tax benefit related to the accelerated vesting of restricted stock awards in the 135 day period ended June 29, 2014, as such tax benefits are deductible for income tax purposes on the Successor tax return for fiscal year 2014. |
Stock-Based Compensation Arra54
Stock-Based Compensation Arrangements Stock-Based Compensation Arrangements - Summary of Stock-Based Compensation Expense and Associated Tax Benefit Recognized (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||
Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |||
Successor [Member] | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Stock-based compensation costs | $ 180 | $ 0 | $ 576 | $ 0 | ||||
Portion capitalized as property and equipment | [1] | (2) | (6) | |||||
Stock-based compensation costs related to the accelerated vesting of restricted stock awards in connection with the Merger | 0 | 0 | ||||||
Stock-based compensation expense recognized | $ 178 | $ 0 | $ 0 | 570 | 0 | |||
Tax benefit recognized from stock-based compensation awards | $ 5,043 | $ 0 | $ 5,043 | [2] | ||||
Predecessor [Member] | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Stock-based compensation costs | $ 1,117 | |||||||
Portion capitalized as property and equipment | [1] | 0 | ||||||
Stock-based compensation costs related to the accelerated vesting of restricted stock awards in connection with the Merger | 11,108 | |||||||
Stock-based compensation expense recognized | 12,225 | |||||||
Tax benefit recognized from stock-based compensation awards | $ 0 | |||||||
[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 store development projects, such as the design and construction of a new store and the remodeling and expansion of our existing stores. Capitalized stock-based compensation cost attributable to our store development projects is included in “Property and equipment, net” in the Consolidated Balance Sheets. | |||||||
[2] | We recorded the $5.0 million tax benefit related to the accelerated vesting of restricted stock awards in the 135 day period ended June 29, 2014, as such tax benefits are deductible for income tax purposes on the Successor tax return for fiscal year 2014. |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Changes In Stockholders' Equity (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | |
Successor [Member] | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common Stock, Value, Issued beginning balance | $ 0 | ||||
Capital in excess of par value beginning balance | 355,587,000 | ||||
Retained earnings beginning balance | (62,088,000) | ||||
Accumulated other comprehensive income beginning balance | $ (1,778,000) | (1,778,000) | |||
Beginning Balance | 292,586,000 | ||||
Equity contribution | $ 350,000,000 | 0 | |||
Net income (loss) | (9,892,000) | $ (12,784,000) | (26,656,000) | 4,850,000 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 777,000 | 613,000 | 501,000 | (865,000) | |
Total components of other comprehensive income (loss), net of tax | 777,000 | $ 613,000 | $ 501,000 | (865,000) | |
Stock-based compensation costs | 576,000 | ||||
Common Stock, Value, Issued ending balance | 0 | 0 | |||
Capital in excess of par value ending balance | 356,163,000 | 356,163,000 | |||
Retained earnings ending balance | (57,238,000) | (57,238,000) | |||
Accumulated other comprehensive income ending balance | (913,000) | ||||
Ending Balance | $ 297,147,000 | $ 297,147,000 | |||
Successor [Member] | Common Stock [Member] | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance (in shares) | 200 | ||||
Common Stock, Value, Issued beginning balance | $ 0 | ||||
Ending Balance (in shares) | 200 | 200 | |||
Common Stock, Value, Issued ending balance | $ 0 | $ 0 | |||
Successor [Member] | Additional Paid-in Capital [Member] | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation costs | 576,000 | ||||
Capital in excess of par value ending balance | 356,163,000 | 356,163,000 | |||
Successor [Member] | Retained Earnings [Member] | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Retained earnings ending balance | (57,238,000) | (57,238,000) | |||
Successor [Member] | Other Comprehensive Income (Loss) [Member] | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (865,000) | ||||
Successor [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Accumulated other comprehensive income beginning balance | $ (1,778,000) | $ (1,778,000) | |||
Predecessor [Member] | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity contribution | $ 0 | ||||
Net income (loss) | 704,000 | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (541,000) | ||||
Total components of other comprehensive income (loss), net of tax | $ (541,000) |
Condensed Consolidating Sched56
Condensed Consolidating Schedules - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 28, 2015 | Dec. 28, 2014 | Jun. 29, 2014 | Feb. 14, 2014 | Dec. 29, 2013 |
Predecessor [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ 19,184 | $ 20,686 | |||
Current liabilities: | |||||
Sale leaseback obligations, less current portion | $ 181,282 | ||||
Predecessor [Member] | Issuer | |||||
Current assets: | |||||
Cash and cash equivalents | 6,651 | 10,177 | |||
Predecessor [Member] | Guarantors | |||||
Current assets: | |||||
Cash and cash equivalents | 120 | 1,914 | |||
Predecessor [Member] | Non-Guarantors | |||||
Current assets: | |||||
Cash and cash equivalents | 12,413 | 8,595 | |||
Successor [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ 132,355 | 110,994 | $ 55,171 | ||
Accounts receivable | 16,720 | 18,835 | |||
Inventories | 20,651 | 18,979 | |||
Other current assets | 26,801 | 24,837 | |||
Total current assets | 196,527 | 173,645 | |||
Property and equipment, net | 657,086 | 681,972 | |||
Goodwill | 483,983 | 483,444 | |||
Intangible assets, net | 490,200 | 491,400 | |||
Intercompany | 0 | 0 | |||
Investment in subsidiaries | 0 | 0 | |||
Other noncurrent assets | 34,759 | 33,682 | |||
Total assets | 1,862,555 | 1,864,143 | |||
Current liabilities: | |||||
Bank indebtedness and other long-term debt, current portion | 9,548 | 9,545 | |||
Capital lease obligations, current portion | 402 | 408 | |||
Accounts payable and accrued expenses | 114,504 | 104,252 | |||
Other current liabilities | 2,989 | 2,990 | |||
Total current liabilities | 127,443 | 117,195 | |||
Capital lease obligations, less current portion | 15,269 | 15,476 | |||
Bank indebtedness and other long-term debt, less current portion | 994,887 | 998,441 | |||
Deferred tax liability | 208,686 | 222,915 | |||
Intercompany | 0 | 0 | |||
Other noncurrent liabilities | 219,123 | 217,530 | |||
Total liabilities | 1,565,408 | 1,571,557 | |||
Stockholders’ equity: | |||||
Common stock | 0 | 0 | |||
Capital in excess of par value | 356,163 | 355,587 | |||
Retained earnings (deficit) | (57,238) | (62,088) | |||
Accumulated other comprehensive income (loss) | (1,778) | (913) | |||
Total stockholders’ equity | 297,147 | 292,586 | |||
Total liabilities and stockholders’ equity | 1,862,555 | 1,864,143 | |||
Successor [Member] | Issuer | |||||
Current assets: | |||||
Cash and cash equivalents | 108,767 | 97,020 | 45,481 | ||
Accounts receivable | 13,385 | 13,209 | |||
Inventories | 10,955 | 15,008 | |||
Other current assets | 19,350 | 19,086 | |||
Total current assets | 152,457 | 144,323 | |||
Property and equipment, net | 611,905 | 638,239 | |||
Goodwill | 432,462 | 432,462 | |||
Intangible assets, net | 23,311 | 24,649 | |||
Intercompany | 138,600 | 129,429 | |||
Investment in subsidiaries | 417,834 | 428,836 | |||
Other noncurrent assets | 27,702 | 27,770 | |||
Total assets | 1,804,271 | 1,825,708 | |||
Current liabilities: | |||||
Bank indebtedness and other long-term debt, current portion | 9,500 | 9,500 | |||
Capital lease obligations, current portion | 399 | 405 | |||
Accounts payable and accrued expenses | 79,131 | 82,995 | |||
Other current liabilities | 2,989 | 2,990 | |||
Total current liabilities | 92,019 | 95,890 | |||
Capital lease obligations, less current portion | 15,194 | 15,395 | |||
Bank indebtedness and other long-term debt, less current portion | 994,844 | 998,374 | |||
Deferred tax liability | 195,265 | 207,258 | |||
Intercompany | 5 | 6,309 | |||
Other noncurrent liabilities | 209,797 | 209,896 | |||
Total liabilities | 1,507,124 | 1,533,122 | |||
Stockholders’ equity: | |||||
Common stock | 0 | 0 | |||
Capital in excess of par value | 356,163 | 355,587 | |||
Retained earnings (deficit) | (57,238) | (62,088) | |||
Accumulated other comprehensive income (loss) | (1,778) | (913) | |||
Total stockholders’ equity | 297,147 | 292,586 | |||
Total liabilities and stockholders’ equity | 1,804,271 | 1,825,708 | |||
Successor [Member] | Guarantors | |||||
Current assets: | |||||
Cash and cash equivalents | 14,776 | 6,427 | 301 | ||
Accounts receivable | 2,610 | 5,487 | |||
Inventories | 9,449 | 3,596 | |||
Other current assets | 4,391 | 3,711 | |||
Total current assets | 31,226 | 19,221 | |||
Property and equipment, net | 34,848 | 33,064 | |||
Goodwill | 51,521 | 50,982 | |||
Intangible assets, net | 466,889 | 466,751 | |||
Intercompany | 28,533 | 25,090 | |||
Investment in subsidiaries | 0 | 0 | |||
Other noncurrent assets | 7,232 | 5,875 | |||
Total assets | 620,249 | 600,983 | |||
Current liabilities: | |||||
Bank indebtedness and other long-term debt, current portion | 48 | 45 | |||
Capital lease obligations, current portion | 0 | 0 | |||
Accounts payable and accrued expenses | 25,204 | 21,989 | |||
Other current liabilities | 0 | 0 | |||
Total current liabilities | 25,252 | 22,034 | |||
Capital lease obligations, less current portion | 0 | 0 | |||
Bank indebtedness and other long-term debt, less current portion | 43 | 67 | |||
Deferred tax liability | 13,975 | 14,877 | |||
Intercompany | 149,448 | 126,497 | |||
Other noncurrent liabilities | 9,090 | 7,472 | |||
Total liabilities | 197,808 | 170,947 | |||
Stockholders’ equity: | |||||
Common stock | 0 | 0 | |||
Capital in excess of par value | 466,114 | 465,451 | |||
Retained earnings (deficit) | (43,673) | (35,415) | |||
Accumulated other comprehensive income (loss) | 0 | 0 | |||
Total stockholders’ equity | 422,441 | 430,036 | |||
Total liabilities and stockholders’ equity | 620,249 | 600,983 | |||
Successor [Member] | Non-Guarantors | |||||
Current assets: | |||||
Cash and cash equivalents | 8,812 | 7,547 | $ 9,389 | ||
Accounts receivable | 5,212 | 3,797 | |||
Inventories | 247 | 375 | |||
Other current assets | 3,060 | 2,040 | |||
Total current assets | 17,331 | 13,759 | |||
Property and equipment, net | 10,333 | 10,669 | |||
Goodwill | 0 | 0 | |||
Intangible assets, net | 0 | 0 | |||
Intercompany | 0 | 32,655 | |||
Investment in subsidiaries | 0 | 0 | |||
Other noncurrent assets | (175) | 37 | |||
Total assets | 27,489 | 57,120 | |||
Current liabilities: | |||||
Bank indebtedness and other long-term debt, current portion | 0 | 0 | |||
Capital lease obligations, current portion | 3 | 3 | |||
Accounts payable and accrued expenses | 10,169 | (248) | |||
Other current liabilities | 0 | 0 | |||
Total current liabilities | 10,172 | (245) | |||
Capital lease obligations, less current portion | 75 | 81 | |||
Bank indebtedness and other long-term debt, less current portion | 0 | 0 | |||
Deferred tax liability | (554) | 780 | |||
Intercompany | 22,171 | 57,542 | |||
Other noncurrent liabilities | 232 | 162 | |||
Total liabilities | 32,096 | 58,320 | |||
Stockholders’ equity: | |||||
Common stock | 0 | 0 | |||
Capital in excess of par value | 3,241 | 3,089 | |||
Retained earnings (deficit) | (6,070) | (3,376) | |||
Accumulated other comprehensive income (loss) | (1,778) | (913) | |||
Total stockholders’ equity | (4,607) | (1,200) | |||
Total liabilities and stockholders’ equity | 27,489 | 57,120 | |||
Eliminations | Predecessor [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ 0 | $ 0 | |||
Eliminations | Successor [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 0 | 0 | |||
Accounts receivable | (4,487) | (3,658) | |||
Inventories | 0 | 0 | |||
Other current assets | 0 | 0 | |||
Total current assets | (4,487) | (3,658) | |||
Property and equipment, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Intangible assets, net | 0 | 0 | |||
Intercompany | (167,133) | (187,174) | |||
Investment in subsidiaries | (417,834) | (428,836) | |||
Other noncurrent assets | 0 | 0 | |||
Total assets | (589,454) | (619,668) | |||
Current liabilities: | |||||
Bank indebtedness and other long-term debt, current portion | 0 | 0 | |||
Capital lease obligations, current portion | 0 | 0 | |||
Accounts payable and accrued expenses | 0 | (484) | |||
Other current liabilities | 0 | 0 | |||
Total current liabilities | 0 | (484) | |||
Capital lease obligations, less current portion | 0 | 0 | |||
Bank indebtedness and other long-term debt, less current portion | 0 | 0 | |||
Deferred tax liability | 0 | 0 | |||
Intercompany | (171,624) | (190,348) | |||
Other noncurrent liabilities | 4 | 0 | |||
Total liabilities | (171,620) | (190,832) | |||
Stockholders’ equity: | |||||
Common stock | 0 | 0 | |||
Capital in excess of par value | (469,355) | (468,540) | |||
Retained earnings (deficit) | 49,743 | 38,791 | |||
Accumulated other comprehensive income (loss) | 1,778 | 913 | |||
Total stockholders’ equity | (417,834) | (428,836) | |||
Total liabilities and stockholders’ equity | $ (589,454) | $ (619,668) |
Condensed Consolidating Sched57
Condensed Consolidating Schedules - P&L (Details) - Equity Component [Domain] - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Predecessor [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Proceeds from sale of property and equipment | $ 51 | ||||||
Net Cash Provided by (Used in) Operating Activities | 22,314 | ||||||
Payments to Acquire Predecessor, Gross | 0 | ||||||
Intercompany Note, Investing | 0 | ||||||
Payments for (Proceeds from) Other Investing Activities | (51) | ||||||
Net Cash Provided by (Used in) Investing Activities | (9,659) | ||||||
Proceeds from secured credit facilities, net of original issue discount | 0 | ||||||
Proceeds from senior notes | 0 | ||||||
Repayment of Predecessor Facility | 0 | ||||||
Net repayments on revolving credit facility | (13,500) | ||||||
Intercompany Note, Financing | 0 | ||||||
Repayments of Long-term Capital Lease Obligations | (164) | ||||||
Payments of Dividends | (38) | ||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||
Payments for Repurchase of Other Equity | (142) | ||||||
Net Cash Provided by (Used in) Financing Activities | (13,844) | ||||||
Effect of foreign exchange rate changes on cash | (313) | ||||||
Change in cash and cash equivalents | (1,502) | ||||||
REVENUES: | |||||||
Food and beverage sales | 50,897 | ||||||
Entertainment and merchandise sales | 62,659 | ||||||
Total company store sales | 113,556 | ||||||
Franchise fees and royalties | 687 | ||||||
International Association assessments and other fees | 0 | ||||||
Total revenues | 114,243 | ||||||
Company store operating costs: | |||||||
Cost of food and beverage (exclusive of items shown separately below) | 12,285 | ||||||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 3,729 | ||||||
Total cost of food, beverage, entertainment and merchandise | 16,014 | ||||||
Labor expenses | 31,998 | ||||||
Depreciation and amortization | 9,733 | ||||||
Other store operating expenses | 15,760 | ||||||
Total company store operating costs | 85,870 | ||||||
Other costs and expenses: | |||||||
Advertising expense | 5,903 | ||||||
General and administrative expenses | 7,963 | ||||||
Transaction and severance costs | 11,634 | ||||||
Total operating costs and expenses | 111,370 | ||||||
Rent expense | 12,365 | ||||||
Operating income (loss) | 2,873 | ||||||
Equity in earnings (loss) in affiliates | 0 | ||||||
Interest expense (income) | 1,151 | ||||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 1,722 | ||||||
Income tax expense (benefit) | 1,018 | ||||||
Net income (loss) | 704 | ||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (541) | ||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Total components of other comprehensive income (loss), net of tax | (541) | ||||||
Comprehensive income (loss) | 163 | ||||||
Cash Equivalents, at Carrying Value | 19,184 | ||||||
Cash and cash equivalents | 19,184 | $ 20,686 | |||||
Successor [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Intangible assets, net | $ 490,200 | $ 490,200 | $ 491,400 | ||||
Proceeds from sale of property and equipment | $ 241 | 82 | |||||
Repayments of Senior Debt | 0 | 3,800 | |||||
Net Cash Provided by (Used in) Operating Activities | 16,831 | 67,371 | |||||
Payments to Acquire Predecessor, Gross | (946,898) | 0 | |||||
Intercompany Note, Investing | 0 | 0 | |||||
Payments for (Proceeds from) Other Investing Activities | (241) | (82) | |||||
Net Cash Provided by (Used in) Investing Activities | (970,744) | (40,780) | |||||
Proceeds from secured credit facilities, net of original issue discount | 756,200 | 0 | |||||
Proceeds from senior notes | 255,000 | 0 | |||||
Repayment of Predecessor Facility | (348,000) | 0 | |||||
Net repayments on revolving credit facility | 0 | 0 | |||||
Intercompany Note, Financing | 0 | 0 | |||||
Repayments of Long-term Capital Lease Obligations | (111) | (209) | |||||
Payments of Dividends | (890) | 0 | |||||
Excess tax benefit realized from stock-based compensation | 5,043 | 0 | |||||
Payments for Repurchase of Other Equity | 0 | 0 | |||||
Net Cash Provided by (Used in) Financing Activities | 989,667 | (4,802) | |||||
Effect of foreign exchange rate changes on cash | 233 | (428) | |||||
Change in cash and cash equivalents | 35,987 | 21,361 | |||||
REVENUES: | |||||||
Food and beverage sales | 94,145 | $ 79,649 | 141,926 | 210,681 | |||
Entertainment and merchandise sales | 113,861 | 105,651 | 184,264 | 258,605 | |||
Total company store sales | 208,006 | 185,300 | 326,190 | 469,286 | |||
Franchise fees and royalties | 4,073 | 1,274 | 1,960 | 8,300 | |||
International Association assessments and other fees | 0 | 0 | 0 | 0 | |||
Total revenues | 212,079 | 186,574 | 328,150 | 477,586 | |||
Company store operating costs: | |||||||
Cost of food and beverage (exclusive of items shown separately below) | 23,951 | 20,386 | 36,083 | 53,176 | |||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 7,015 | 5,927 | 10,757 | 15,537 | |||
Total cost of food, beverage, entertainment and merchandise | 30,966 | 26,313 | 46,840 | 68,713 | |||
Labor expenses | 59,234 | 54,747 | 86,695 | 126,407 | |||
Depreciation and amortization | 28,970 | 34,044 | 52,519 | 58,211 | |||
Other store operating expenses | 35,330 | 32,339 | 48,978 | 68,848 | |||
Total company store operating costs | 178,760 | 170,158 | 265,457 | 370,898 | |||
Other costs and expenses: | |||||||
Advertising expense | 14,596 | 9,551 | 14,688 | 26,048 | |||
General and administrative expenses | 18,973 | 11,928 | 18,756 | 36,060 | |||
Transaction and severance costs | (62) | (158) | 37,521 | 82 | |||
Total operating costs and expenses | 212,267 | 191,479 | 336,422 | 433,088 | |||
Rent expense | 24,260 | 22,715 | 30,425 | 48,719 | |||
Operating income (loss) | (188) | (4,905) | (8,272) | 44,498 | |||
Equity in earnings (loss) in affiliates | 0 | 0 | 0 | 0 | |||
Interest expense (income) | 17,324 | 15,239 | 27,282 | 34,822 | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (17,512) | (20,144) | (35,554) | 9,676 | |||
Income tax expense (benefit) | (7,620) | (7,360) | (8,898) | 4,826 | |||
Net income (loss) | (9,892) | (12,784) | (26,656) | 4,850 | |||
Components of other comprehensive income (loss), net of tax: | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 777 | 613 | 501 | (865) | |||
Components of other comprehensive income (loss), net of tax: | |||||||
Total components of other comprehensive income (loss), net of tax | 777 | 613 | 501 | (865) | |||
Comprehensive income (loss) | (9,115) | (12,171) | (26,155) | 3,985 | |||
Cash Equivalents, at Carrying Value | 55,171 | 55,171 | |||||
Cash and cash equivalents | 132,355 | 55,171 | 55,171 | 132,355 | 110,994 | ||
Issuer | Predecessor [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Proceeds from sale of property and equipment | (2) | ||||||
Net Cash Provided by (Used in) Operating Activities | (12,224) | ||||||
Intercompany Note, Investing | 0 | ||||||
Net Cash Provided by (Used in) Investing Activities | (8,540) | ||||||
Net repayments on revolving credit facility | 0 | ||||||
Intercompany Note, Financing | 17,571 | ||||||
Repayments of Long-term Capital Lease Obligations | (153) | ||||||
Payments of Dividends | (38) | ||||||
Payments for Repurchase of Other Equity | (142) | ||||||
Net Cash Provided by (Used in) Financing Activities | 17,238 | ||||||
Effect of foreign exchange rate changes on cash | 0 | ||||||
Change in cash and cash equivalents | (3,526) | ||||||
REVENUES: | |||||||
Food and beverage sales | 49,803 | ||||||
Entertainment and merchandise sales | 61,082 | ||||||
Total company store sales | 110,885 | ||||||
Franchise fees and royalties | 353 | ||||||
International Association assessments and other fees | 0 | ||||||
Total revenues | 111,238 | ||||||
Company store operating costs: | |||||||
Cost of food and beverage (exclusive of items shown separately below) | 11,924 | ||||||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 3,618 | ||||||
Total cost of food, beverage, entertainment and merchandise | 15,542 | ||||||
Labor expenses | 31,107 | ||||||
Depreciation and amortization | 9,430 | ||||||
Other store operating expenses | 20,193 | ||||||
Total company store operating costs | 88,234 | ||||||
Other costs and expenses: | |||||||
Advertising expense | 6,144 | ||||||
General and administrative expenses | 4,124 | ||||||
Transaction and severance costs | 1,800 | ||||||
Total operating costs and expenses | 100,302 | ||||||
Rent expense | 11,962 | ||||||
Operating income (loss) | 10,936 | ||||||
Equity in earnings (loss) in affiliates | (4,523) | ||||||
Interest expense (income) | 1,822 | ||||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 4,591 | ||||||
Income tax expense (benefit) | 3,887 | ||||||
Net income (loss) | 704 | ||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (541) | ||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Total components of other comprehensive income (loss), net of tax | (541) | ||||||
Comprehensive income (loss) | 163 | ||||||
Cash Equivalents, at Carrying Value | 6,651 | ||||||
Cash and cash equivalents | 6,651 | 10,177 | |||||
Issuer | Successor [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Intangible assets, net | 23,311 | 23,311 | 24,649 | ||||
Proceeds from sale of property and equipment | 0 | ||||||
Repayments of Senior Debt | 3,800 | ||||||
Net Cash Provided by (Used in) Operating Activities | 16,738 | 50,694 | |||||
Intercompany Note, Investing | 0 | 67 | |||||
Payments for (Proceeds from) Other Investing Activities | (107) | ||||||
Net Cash Provided by (Used in) Investing Activities | (968,947) | (34,168) | |||||
Proceeds from secured credit facilities, net of original issue discount | 756,200 | ||||||
Proceeds from senior notes | 255,000 | ||||||
Repayment of Predecessor Facility | 0 | ||||||
Intercompany Note, Financing | (346,628) | 0 | |||||
Repayments of Long-term Capital Lease Obligations | (111) | (208) | |||||
Payments of Dividends | (890) | ||||||
Excess tax benefit realized from stock-based compensation | 5,043 | ||||||
Net Cash Provided by (Used in) Financing Activities | 991,039 | (4,779) | |||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||
Change in cash and cash equivalents | 38,830 | 11,747 | |||||
REVENUES: | |||||||
Food and beverage sales | 81,022 | 77,852 | 138,748 | 183,407 | |||
Entertainment and merchandise sales | 107,733 | 102,966 | 179,504 | 245,243 | |||
Total company store sales | 188,755 | 180,818 | 318,252 | 428,650 | |||
Franchise fees and royalties | 495 | 591 | 926 | 1,301 | |||
International Association assessments and other fees | 227 | 5,206 | 5,500 | 512 | |||
Total revenues | 189,477 | 186,615 | 324,678 | 430,463 | |||
Company store operating costs: | |||||||
Cost of food and beverage (exclusive of items shown separately below) | 20,330 | 19,784 | 35,130 | 45,721 | |||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 6,707 | 5,714 | 10,447 | 14,328 | |||
Total cost of food, beverage, entertainment and merchandise | 27,037 | 25,498 | 45,577 | 60,049 | |||
Labor expenses | 54,452 | 53,198 | 84,259 | 116,185 | |||
Depreciation and amortization | 27,269 | 33,083 | 51,201 | 54,888 | |||
Other store operating expenses | 33,161 | 32,186 | 52,370 | 64,670 | |||
Total company store operating costs | 164,204 | 165,905 | 262,803 | 340,380 | |||
Other costs and expenses: | |||||||
Advertising expense | 11,995 | 10,158 | 17,735 | 21,137 | |||
General and administrative expenses | 5,882 | (1,112) | 2,022 | 10,776 | |||
Transaction and severance costs | (185) | (165) | 31,514 | (184) | |||
Total operating costs and expenses | 181,896 | 174,786 | 314,074 | 372,109 | |||
Rent expense | 22,285 | 21,940 | 29,396 | 44,588 | |||
Operating income (loss) | 7,581 | 11,829 | 10,604 | 58,354 | |||
Equity in earnings (loss) in affiliates | (3,036) | (12,349) | (10,866) | (10,798) | |||
Interest expense (income) | 16,568 | 19,338 | 27,952 | 33,304 | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (12,023) | (19,858) | (28,214) | 14,252 | |||
Income tax expense (benefit) | (2,131) | (7,074) | (1,558) | 9,402 | |||
Net income (loss) | (9,892) | (12,784) | (26,656) | 4,850 | |||
Components of other comprehensive income (loss), net of tax: | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 777 | 613 | 501 | (865) | |||
Components of other comprehensive income (loss), net of tax: | |||||||
Total components of other comprehensive income (loss), net of tax | 777 | 613 | 501 | (865) | |||
Comprehensive income (loss) | (9,115) | (12,171) | (26,155) | 3,985 | |||
Cash and cash equivalents | 108,767 | 45,481 | 45,481 | 108,767 | 97,020 | ||
Guarantors | Predecessor [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Proceeds from sale of property and equipment | 53 | ||||||
Net Cash Provided by (Used in) Operating Activities | 29,906 | ||||||
Intercompany Note, Investing | (17,601) | ||||||
Net Cash Provided by (Used in) Investing Activities | (18,630) | ||||||
Net repayments on revolving credit facility | (13,500) | ||||||
Intercompany Note, Financing | 430 | ||||||
Repayments of Long-term Capital Lease Obligations | 0 | ||||||
Payments of Dividends | 0 | ||||||
Payments for Repurchase of Other Equity | 0 | ||||||
Net Cash Provided by (Used in) Financing Activities | (13,070) | ||||||
Effect of foreign exchange rate changes on cash | 0 | ||||||
Change in cash and cash equivalents | (1,794) | ||||||
REVENUES: | |||||||
Food and beverage sales | 32 | ||||||
Entertainment and merchandise sales | 0 | ||||||
Total company store sales | 32 | ||||||
Franchise fees and royalties | 334 | ||||||
International Association assessments and other fees | 4,558 | ||||||
Total revenues | 4,924 | ||||||
Company store operating costs: | |||||||
Cost of food and beverage (exclusive of items shown separately below) | 25 | ||||||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 0 | ||||||
Total cost of food, beverage, entertainment and merchandise | 25 | ||||||
Labor expenses | 0 | ||||||
Depreciation and amortization | 0 | ||||||
Other store operating expenses | (44) | ||||||
Total company store operating costs | (19) | ||||||
Other costs and expenses: | |||||||
Advertising expense | 17 | ||||||
General and administrative expenses | 3,863 | ||||||
Transaction and severance costs | 9,834 | ||||||
Total operating costs and expenses | 13,695 | ||||||
Rent expense | 0 | ||||||
Operating income (loss) | (8,771) | ||||||
Equity in earnings (loss) in affiliates | 0 | ||||||
Interest expense (income) | (771) | ||||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (8,000) | ||||||
Income tax expense (benefit) | (3,040) | ||||||
Net income (loss) | (4,960) | ||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 0 | ||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Total components of other comprehensive income (loss), net of tax | 0 | ||||||
Comprehensive income (loss) | (4,960) | ||||||
Cash Equivalents, at Carrying Value | 120 | ||||||
Cash and cash equivalents | 120 | 1,914 | |||||
Guarantors | Successor [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Intangible assets, net | 466,889 | 466,889 | 466,751 | ||||
Proceeds from sale of property and equipment | 241 | ||||||
Repayments of Senior Debt | 0 | ||||||
Net Cash Provided by (Used in) Operating Activities | 322 | 10,722 | |||||
Intercompany Note, Investing | 348,969 | 2,925 | |||||
Payments for (Proceeds from) Other Investing Activities | 25 | ||||||
Net Cash Provided by (Used in) Investing Activities | 347,475 | (2,284) | |||||
Proceeds from secured credit facilities, net of original issue discount | 0 | ||||||
Proceeds from senior notes | 0 | ||||||
Repayment of Predecessor Facility | (348,000) | ||||||
Intercompany Note, Financing | 384 | (67) | |||||
Repayments of Long-term Capital Lease Obligations | 0 | 0 | |||||
Payments of Dividends | 0 | ||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||
Net Cash Provided by (Used in) Financing Activities | (347,616) | (89) | |||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||
Change in cash and cash equivalents | 181 | 8,349 | |||||
REVENUES: | |||||||
Food and beverage sales | 11,745 | 66 | 121 | 24,061 | |||
Entertainment and merchandise sales | 3,882 | 0 | 0 | 7,992 | |||
Total company store sales | 15,627 | 66 | 121 | 32,053 | |||
Franchise fees and royalties | 3,578 | 683 | 1,034 | 6,999 | |||
International Association assessments and other fees | 761 | (2,911) | 1,424 | 1,424 | |||
Total revenues | 19,966 | (2,162) | 2,579 | 40,476 | |||
Company store operating costs: | |||||||
Cost of food and beverage (exclusive of items shown separately below) | 3,112 | 44 | 29 | 6,355 | |||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 148 | (7) | (14) | 901 | |||
Total cost of food, beverage, entertainment and merchandise | 3,260 | 37 | 15 | 7,256 | |||
Labor expenses | 3,439 | 0 | 0 | 7,368 | |||
Depreciation and amortization | 1,174 | 0 | 0 | 2,288 | |||
Other store operating expenses | 2,103 | 5,617 | 5,619 | 3,933 | |||
Total company store operating costs | 11,286 | 5,654 | 5,634 | 23,650 | |||
Other costs and expenses: | |||||||
Advertising expense | 1,266 | 0 | (17) | 2,324 | |||
General and administrative expenses | 12,937 | 7,769 | 11,828 | 25,014 | |||
Transaction and severance costs | 123 | 7 | 6,007 | 266 | |||
Total operating costs and expenses | 25,612 | 13,430 | 23,452 | 51,254 | |||
Rent expense | 1,310 | 0 | 0 | 2,805 | |||
Operating income (loss) | (5,646) | (15,592) | (20,873) | (10,778) | |||
Equity in earnings (loss) in affiliates | 0 | 0 | 0 | 0 | |||
Interest expense (income) | 621 | (3,266) | 76 | 1,254 | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (6,267) | (12,326) | (20,949) | (12,032) | |||
Income tax expense (benefit) | (5,102) | 0 | (7,961) | (3,774) | |||
Net income (loss) | (1,165) | (12,326) | (12,988) | (8,258) | |||
Components of other comprehensive income (loss), net of tax: | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 0 | 0 | 0 | 0 | |||
Components of other comprehensive income (loss), net of tax: | |||||||
Total components of other comprehensive income (loss), net of tax | 0 | 0 | 0 | 0 | |||
Comprehensive income (loss) | (1,165) | (12,326) | (12,988) | (8,258) | |||
Cash and cash equivalents | 14,776 | 301 | 301 | 14,776 | 6,427 | ||
Non-Guarantors | Predecessor [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Proceeds from sale of property and equipment | 0 | ||||||
Net Cash Provided by (Used in) Operating Activities | 4,632 | ||||||
Intercompany Note, Investing | 0 | ||||||
Net Cash Provided by (Used in) Investing Activities | (90) | ||||||
Net repayments on revolving credit facility | 0 | ||||||
Intercompany Note, Financing | (400) | ||||||
Repayments of Long-term Capital Lease Obligations | (11) | ||||||
Payments of Dividends | 0 | ||||||
Payments for Repurchase of Other Equity | 0 | ||||||
Net Cash Provided by (Used in) Financing Activities | (411) | ||||||
Effect of foreign exchange rate changes on cash | (313) | ||||||
Change in cash and cash equivalents | 3,818 | ||||||
REVENUES: | |||||||
Food and beverage sales | 1,062 | ||||||
Entertainment and merchandise sales | 1,577 | ||||||
Total company store sales | 2,639 | ||||||
Franchise fees and royalties | 0 | ||||||
International Association assessments and other fees | 6,095 | ||||||
Total revenues | 8,734 | ||||||
Company store operating costs: | |||||||
Cost of food and beverage (exclusive of items shown separately below) | 336 | ||||||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 131 | ||||||
Total cost of food, beverage, entertainment and merchandise | 467 | ||||||
Labor expenses | 891 | ||||||
Depreciation and amortization | 303 | ||||||
Other store operating expenses | (82) | ||||||
Total company store operating costs | 1,982 | ||||||
Other costs and expenses: | |||||||
Advertising expense | 5,853 | ||||||
General and administrative expenses | 191 | ||||||
Transaction and severance costs | 0 | ||||||
Total operating costs and expenses | 8,026 | ||||||
Rent expense | 403 | ||||||
Operating income (loss) | 708 | ||||||
Equity in earnings (loss) in affiliates | 0 | ||||||
Interest expense (income) | 100 | ||||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 608 | ||||||
Income tax expense (benefit) | 171 | ||||||
Net income (loss) | 437 | ||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (541) | ||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Total components of other comprehensive income (loss), net of tax | (541) | ||||||
Comprehensive income (loss) | (104) | ||||||
Cash Equivalents, at Carrying Value | 12,413 | ||||||
Cash and cash equivalents | 12,413 | 8,595 | |||||
Non-Guarantors | Successor [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Intangible assets, net | 0 | 0 | 0 | ||||
Proceeds from sale of property and equipment | 0 | ||||||
Repayments of Senior Debt | 0 | ||||||
Net Cash Provided by (Used in) Operating Activities | (229) | 5,955 | |||||
Intercompany Note, Investing | 0 | 0 | |||||
Payments for (Proceeds from) Other Investing Activities | 0 | ||||||
Net Cash Provided by (Used in) Investing Activities | (303) | (1,336) | |||||
Proceeds from secured credit facilities, net of original issue discount | 0 | ||||||
Proceeds from senior notes | 0 | ||||||
Repayment of Predecessor Facility | 0 | ||||||
Intercompany Note, Financing | (2,725) | (2,925) | |||||
Repayments of Long-term Capital Lease Obligations | 0 | (1) | |||||
Payments of Dividends | 0 | ||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||
Net Cash Provided by (Used in) Financing Activities | (2,725) | (2,926) | |||||
Effect of foreign exchange rate changes on cash | 233 | (428) | |||||
Change in cash and cash equivalents | (3,024) | 1,265 | |||||
REVENUES: | |||||||
Food and beverage sales | 1,378 | 1,731 | 3,057 | 3,213 | |||
Entertainment and merchandise sales | 2,246 | 2,685 | 4,760 | 5,370 | |||
Total company store sales | 3,624 | 4,416 | 7,817 | 8,583 | |||
Franchise fees and royalties | 0 | 0 | 0 | 0 | |||
International Association assessments and other fees | 11,351 | 9,885 | 17,368 | 20,004 | |||
Total revenues | 14,975 | 14,301 | 25,185 | 28,587 | |||
Company store operating costs: | |||||||
Cost of food and beverage (exclusive of items shown separately below) | 509 | 558 | 924 | 1,100 | |||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 160 | 180 | 304 | 308 | |||
Total cost of food, beverage, entertainment and merchandise | 669 | 738 | 1,228 | 1,408 | |||
Labor expenses | 1,343 | 1,549 | 2,436 | 2,854 | |||
Depreciation and amortization | 527 | 961 | 1,318 | 1,035 | |||
Other store operating expenses | 1,054 | 855 | 1,392 | 2,181 | |||
Total company store operating costs | 4,258 | 4,878 | 7,403 | 8,804 | |||
Other costs and expenses: | |||||||
Advertising expense | 12,686 | 9,253 | 14,294 | 22,591 | |||
General and administrative expenses | 154 | 323 | 501 | 270 | |||
Transaction and severance costs | 0 | 0 | 0 | 0 | |||
Total operating costs and expenses | 17,098 | 14,454 | 22,198 | 31,665 | |||
Rent expense | 665 | 775 | 1,029 | 1,326 | |||
Operating income (loss) | (2,123) | (153) | 2,987 | (3,078) | |||
Equity in earnings (loss) in affiliates | 0 | 0 | 0 | 0 | |||
Interest expense (income) | 135 | 156 | 244 | 264 | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (2,258) | (309) | 2,743 | (3,342) | |||
Income tax expense (benefit) | (387) | (286) | 621 | (802) | |||
Net income (loss) | (1,871) | (23) | 2,122 | (2,540) | |||
Components of other comprehensive income (loss), net of tax: | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 777 | 613 | 501 | (865) | |||
Components of other comprehensive income (loss), net of tax: | |||||||
Total components of other comprehensive income (loss), net of tax | 777 | 613 | 501 | (865) | |||
Comprehensive income (loss) | (1,094) | 590 | 2,623 | (3,405) | |||
Cash and cash equivalents | 8,812 | 9,389 | 9,389 | 8,812 | 7,547 | ||
Eliminations | Predecessor [Member] | |||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Cash Equivalents, at Carrying Value | 0 | ||||||
Eliminations | Successor [Member] | |||||||
Other costs and expenses: | |||||||
Transaction and severance costs | 0 | 0 | |||||
Components of other comprehensive income (loss), net of tax: | |||||||
Cash Equivalents, at Carrying Value | 0 | 0 | |||||
Eliminations | Predecessor [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Proceeds from sale of property and equipment | 0 | ||||||
Net Cash Provided by (Used in) Operating Activities | 0 | ||||||
Intercompany Note, Investing | 17,601 | ||||||
Net Cash Provided by (Used in) Investing Activities | 17,601 | ||||||
Net repayments on revolving credit facility | 0 | ||||||
Intercompany Note, Financing | (17,601) | ||||||
Repayments of Long-term Capital Lease Obligations | 0 | ||||||
Payments of Dividends | 0 | ||||||
Payments for Repurchase of Other Equity | 0 | ||||||
Net Cash Provided by (Used in) Financing Activities | (17,601) | ||||||
Effect of foreign exchange rate changes on cash | 0 | ||||||
Change in cash and cash equivalents | 0 | ||||||
REVENUES: | |||||||
Food and beverage sales | 0 | ||||||
Entertainment and merchandise sales | 0 | ||||||
Total company store sales | 0 | ||||||
Franchise fees and royalties | 0 | ||||||
International Association assessments and other fees | (10,653) | ||||||
Total revenues | (10,653) | ||||||
Company store operating costs: | |||||||
Cost of food and beverage (exclusive of items shown separately below) | 0 | ||||||
Cost of entertainment and merchandise (exclusive of items shown separately below) | (20) | ||||||
Total cost of food, beverage, entertainment and merchandise | (20) | ||||||
Labor expenses | 0 | ||||||
Depreciation and amortization | 0 | ||||||
Other store operating expenses | (4,307) | ||||||
Total company store operating costs | (4,327) | ||||||
Other costs and expenses: | |||||||
Advertising expense | (6,111) | ||||||
General and administrative expenses | (215) | ||||||
Transaction and severance costs | 0 | ||||||
Total operating costs and expenses | (10,653) | ||||||
Rent expense | 0 | ||||||
Operating income (loss) | 0 | ||||||
Equity in earnings (loss) in affiliates | 4,523 | ||||||
Interest expense (income) | 0 | ||||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 4,523 | ||||||
Income tax expense (benefit) | 0 | ||||||
Net income (loss) | 4,523 | ||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 541 | ||||||
Components of other comprehensive income (loss), net of tax: | |||||||
Total components of other comprehensive income (loss), net of tax | 541 | ||||||
Comprehensive income (loss) | 5,064 | ||||||
Cash and cash equivalents | $ 0 | $ 0 | |||||
Eliminations | Successor [Member] | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Intangible assets, net | 0 | 0 | 0 | ||||
Proceeds from sale of property and equipment | 0 | ||||||
Repayments of Senior Debt | 0 | ||||||
Net Cash Provided by (Used in) Operating Activities | 0 | 0 | |||||
Intercompany Note, Investing | (348,969) | (2,992) | |||||
Payments for (Proceeds from) Other Investing Activities | 0 | ||||||
Net Cash Provided by (Used in) Investing Activities | (348,969) | (2,992) | |||||
Proceeds from secured credit facilities, net of original issue discount | 0 | ||||||
Proceeds from senior notes | 0 | ||||||
Repayment of Predecessor Facility | 0 | ||||||
Intercompany Note, Financing | 348,969 | 2,992 | |||||
Repayments of Long-term Capital Lease Obligations | 0 | 0 | |||||
Payments of Dividends | 0 | ||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||
Net Cash Provided by (Used in) Financing Activities | 348,969 | 2,992 | |||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||
Change in cash and cash equivalents | 0 | 0 | |||||
REVENUES: | |||||||
Food and beverage sales | 0 | 0 | 0 | 0 | |||
Entertainment and merchandise sales | 0 | 0 | 0 | 0 | |||
Total company store sales | 0 | 0 | 0 | 0 | |||
Franchise fees and royalties | 0 | 0 | 0 | 0 | |||
International Association assessments and other fees | (12,339) | (12,180) | (24,292) | (21,940) | |||
Total revenues | (12,339) | (12,180) | (24,292) | (21,940) | |||
Company store operating costs: | |||||||
Cost of food and beverage (exclusive of items shown separately below) | 0 | 0 | 0 | 0 | |||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 0 | 40 | 20 | 0 | |||
Total cost of food, beverage, entertainment and merchandise | 0 | 40 | 20 | 0 | |||
Labor expenses | 0 | 0 | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | 0 | 0 | |||
Other store operating expenses | (988) | (6,319) | (10,403) | (1,936) | |||
Total company store operating costs | (988) | (6,279) | (10,383) | (1,936) | |||
Other costs and expenses: | |||||||
Advertising expense | (11,351) | (9,860) | (17,324) | (20,004) | |||
General and administrative expenses | 0 | 4,948 | 4,405 | 0 | |||
Transaction and severance costs | 0 | 0 | |||||
Total operating costs and expenses | (12,339) | (11,191) | (23,302) | (21,940) | |||
Rent expense | 0 | 0 | 0 | 0 | |||
Operating income (loss) | 0 | (989) | (990) | 0 | |||
Equity in earnings (loss) in affiliates | 3,036 | 12,349 | 10,866 | 10,798 | |||
Interest expense (income) | 0 | (989) | (990) | 0 | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 3,036 | 12,349 | 10,866 | 10,798 | |||
Income tax expense (benefit) | 0 | 0 | 0 | 0 | |||
Net income (loss) | 3,036 | 12,349 | 10,866 | 10,798 | |||
Components of other comprehensive income (loss), net of tax: | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (777) | (613) | (501) | 865 | |||
Components of other comprehensive income (loss), net of tax: | |||||||
Total components of other comprehensive income (loss), net of tax | (777) | (613) | (501) | 865 | |||
Comprehensive income (loss) | 2,259 | $ 11,736 | $ 10,365 | 11,663 | |||
Cash and cash equivalents | $ 0 | $ 0 | $ 0 |
Condensed Consolidating Sched58
Condensed Consolidating Schedules - Cash Flow (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Feb. 14, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | Dec. 28, 2014 | |
Successor [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Capital lease obligations, less current portion | $ 15,269 | $ 15,269 | $ 15,476 | |||
Capital lease obligations, current portion | 402 | 402 | 408 | |||
Transaction and severance costs | (62) | $ (158) | $ 37,521 | 82 | ||
Cash flows provided by (used in) operating activities: | ||||||
Net Cash Provided by (Used in) Operating Activities | 16,831 | 67,371 | ||||
Cash flows provided by (used in) investing activities: | ||||||
Acquisition of Predecessor | 0 | (663) | ||||
Other Payments to Acquire Businesses | (946,898) | (663) | ||||
Payments to acquire franchisee | (1,529) | 0 | ||||
Intercompany Note, Investing | 0 | 0 | ||||
Proceeds from sale of property and equipment | (22,558) | (38,628) | ||||
Proceeds from sale of property and equipment | 241 | 82 | ||||
Payments to Develop Software | 0 | (1,571) | ||||
Payments for (Proceeds from) Other Investing Activities | 241 | 82 | ||||
Net cash used in investing activities | (970,744) | (40,780) | ||||
Proceeds from secured credit facilities, net of original issue discount | 756,200 | 0 | ||||
Proceeds from senior notes | 255,000 | 0 | ||||
Repayment of Predecessor Facility | (348,000) | 0 | ||||
Repayments on senior term loan | 0 | (3,800) | ||||
Repayments of Notes Payable | 0 | (22) | ||||
Cash flows from financing activities: | ||||||
Intercompany Note, Financing | 0 | 0 | ||||
Net repayments on revolving credit facility | 0 | 0 | ||||
Payment of debt financing costs | (27,575) | 0 | ||||
Repayments of Long-term Capital Lease Obligations | (111) | (209) | ||||
Sale Leaseback Transaction, Payments, Financing Activities | 0 | (771) | ||||
Payments of Dividends | (890) | 0 | ||||
Excess tax benefit realized from stock-based compensation | 5,043 | 0 | ||||
Payments for Repurchase of Other Equity | 0 | 0 | ||||
Equity contribution | 350,000 | 0 | ||||
Net cash provided by (used in) financing activities | 989,667 | (4,802) | ||||
Effect of foreign exchange rate changes on cash | 233 | (428) | ||||
Change in cash and cash equivalents | 35,987 | 21,361 | ||||
Cash and cash equivalents at beginning of period | 110,994 | |||||
Cash and cash equivalents at end of period | 132,355 | 55,171 | 55,171 | 132,355 | ||
Cash Equivalents, at Carrying Value | 55,171 | 55,171 | ||||
Successor [Member] | Guarantors | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Capital lease obligations, less current portion | 0 | 0 | 0 | |||
Capital lease obligations, current portion | 0 | 0 | 0 | |||
Transaction and severance costs | 123 | 7 | 6,007 | 266 | ||
Cash flows provided by (used in) operating activities: | ||||||
Net Cash Provided by (Used in) Operating Activities | 322 | 10,722 | ||||
Cash flows provided by (used in) investing activities: | ||||||
Other Payments to Acquire Businesses | 0 | 0 | ||||
Payments to acquire franchisee | 0 | |||||
Intercompany Note, Investing | 348,969 | 2,925 | ||||
Proceeds from sale of property and equipment | (1,735) | (3,613) | ||||
Proceeds from sale of property and equipment | 241 | |||||
Payments to Develop Software | (1,571) | |||||
Payments for (Proceeds from) Other Investing Activities | (25) | |||||
Net cash used in investing activities | 347,475 | (2,284) | ||||
Proceeds from secured credit facilities, net of original issue discount | 0 | |||||
Proceeds from senior notes | 0 | |||||
Repayment of Predecessor Facility | (348,000) | |||||
Repayments on senior term loan | 0 | |||||
Repayments of Notes Payable | (22) | |||||
Cash flows from financing activities: | ||||||
Intercompany Note, Financing | 384 | (67) | ||||
Payment of debt financing costs | 0 | |||||
Repayments of Long-term Capital Lease Obligations | 0 | 0 | ||||
Sale Leaseback Transaction, Payments, Financing Activities | 0 | |||||
Payments of Dividends | 0 | |||||
Excess tax benefit realized from stock-based compensation | 0 | |||||
Equity contribution | 0 | |||||
Net cash provided by (used in) financing activities | (347,616) | (89) | ||||
Effect of foreign exchange rate changes on cash | 0 | 0 | ||||
Change in cash and cash equivalents | 181 | 8,349 | ||||
Cash and cash equivalents at beginning of period | 6,427 | |||||
Cash and cash equivalents at end of period | 14,776 | 301 | 301 | 14,776 | ||
Successor [Member] | Non-Guarantors | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Capital lease obligations, less current portion | 75 | 75 | 81 | |||
Capital lease obligations, current portion | 3 | 3 | 3 | |||
Transaction and severance costs | 0 | 0 | 0 | 0 | ||
Cash flows provided by (used in) operating activities: | ||||||
Net Cash Provided by (Used in) Operating Activities | (229) | 5,955 | ||||
Cash flows provided by (used in) investing activities: | ||||||
Other Payments to Acquire Businesses | 0 | 0 | ||||
Payments to acquire franchisee | 0 | |||||
Intercompany Note, Investing | 0 | 0 | ||||
Proceeds from sale of property and equipment | (303) | (1,336) | ||||
Proceeds from sale of property and equipment | 0 | |||||
Payments to Develop Software | 0 | |||||
Payments for (Proceeds from) Other Investing Activities | 0 | |||||
Net cash used in investing activities | (303) | (1,336) | ||||
Proceeds from secured credit facilities, net of original issue discount | 0 | |||||
Proceeds from senior notes | 0 | |||||
Repayment of Predecessor Facility | 0 | |||||
Repayments on senior term loan | 0 | |||||
Repayments of Notes Payable | 0 | |||||
Cash flows from financing activities: | ||||||
Intercompany Note, Financing | (2,725) | (2,925) | ||||
Payment of debt financing costs | 0 | |||||
Repayments of Long-term Capital Lease Obligations | 0 | (1) | ||||
Sale Leaseback Transaction, Payments, Financing Activities | 0 | |||||
Payments of Dividends | 0 | |||||
Excess tax benefit realized from stock-based compensation | 0 | |||||
Equity contribution | 0 | |||||
Net cash provided by (used in) financing activities | (2,725) | (2,926) | ||||
Effect of foreign exchange rate changes on cash | 233 | (428) | ||||
Change in cash and cash equivalents | (3,024) | 1,265 | ||||
Cash and cash equivalents at beginning of period | 7,547 | |||||
Cash and cash equivalents at end of period | 8,812 | 9,389 | 9,389 | 8,812 | ||
Successor [Member] | Issuer | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Capital lease obligations, less current portion | 15,194 | 15,194 | 15,395 | |||
Capital lease obligations, current portion | 399 | 399 | 405 | |||
Transaction and severance costs | (185) | (165) | 31,514 | (184) | ||
Cash flows provided by (used in) operating activities: | ||||||
Net Cash Provided by (Used in) Operating Activities | 16,738 | 50,694 | ||||
Cash flows provided by (used in) investing activities: | ||||||
Other Payments to Acquire Businesses | (946,898) | (663) | ||||
Payments to acquire franchisee | (1,529) | |||||
Intercompany Note, Investing | 0 | 67 | ||||
Proceeds from sale of property and equipment | (20,520) | (33,679) | ||||
Proceeds from sale of property and equipment | 0 | |||||
Payments to Develop Software | 0 | |||||
Payments for (Proceeds from) Other Investing Activities | 107 | |||||
Net cash used in investing activities | (968,947) | (34,168) | ||||
Proceeds from secured credit facilities, net of original issue discount | 756,200 | |||||
Proceeds from senior notes | 255,000 | |||||
Repayment of Predecessor Facility | 0 | |||||
Repayments on senior term loan | (3,800) | |||||
Repayments of Notes Payable | 0 | |||||
Cash flows from financing activities: | ||||||
Intercompany Note, Financing | (346,628) | 0 | ||||
Payment of debt financing costs | (27,575) | |||||
Repayments of Long-term Capital Lease Obligations | (111) | (208) | ||||
Sale Leaseback Transaction, Payments, Financing Activities | (771) | |||||
Payments of Dividends | (890) | |||||
Excess tax benefit realized from stock-based compensation | 5,043 | |||||
Equity contribution | 350,000 | |||||
Net cash provided by (used in) financing activities | 991,039 | (4,779) | ||||
Effect of foreign exchange rate changes on cash | 0 | 0 | ||||
Change in cash and cash equivalents | 38,830 | 11,747 | ||||
Cash and cash equivalents at beginning of period | 97,020 | |||||
Cash and cash equivalents at end of period | 108,767 | 45,481 | 45,481 | 108,767 | ||
Successor [Member] | Eliminations | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Transaction and severance costs | 0 | 0 | ||||
Cash flows from financing activities: | ||||||
Payment of debt financing costs | 0 | |||||
Cash Equivalents, at Carrying Value | $ 0 | 0 | ||||
Predecessor [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Transaction and severance costs | $ 11,634 | |||||
Cash flows provided by (used in) operating activities: | ||||||
Net Cash Provided by (Used in) Operating Activities | 22,314 | |||||
Cash flows provided by (used in) investing activities: | ||||||
Acquisition of Predecessor | 0 | |||||
Payments to acquire franchisee | 0 | |||||
Intercompany Note, Investing | 0 | |||||
Proceeds from sale of property and equipment | (9,710) | |||||
Proceeds from sale of property and equipment | 51 | |||||
Payments to Develop Software | 0 | |||||
Payments for (Proceeds from) Other Investing Activities | 51 | |||||
Net cash used in investing activities | (9,659) | |||||
Proceeds from secured credit facilities, net of original issue discount | 0 | |||||
Proceeds from senior notes | 0 | |||||
Repayment of Predecessor Facility | 0 | |||||
Repayments of Notes Payable | 0 | |||||
Cash flows from financing activities: | ||||||
Intercompany Note, Financing | 0 | |||||
Net repayments on revolving credit facility | (13,500) | |||||
Payment of debt financing costs | 0 | |||||
Repayments of Long-term Capital Lease Obligations | (164) | |||||
Sale Leaseback Transaction, Payments, Financing Activities | 0 | |||||
Payments of Dividends | (38) | |||||
Excess tax benefit realized from stock-based compensation | 0 | |||||
Payments for Repurchase of Other Equity | (142) | |||||
Equity contribution | 0 | |||||
Net cash provided by (used in) financing activities | (13,844) | |||||
Effect of foreign exchange rate changes on cash | (313) | |||||
Change in cash and cash equivalents | (1,502) | |||||
Cash and cash equivalents at beginning of period | 20,686 | 19,184 | ||||
Cash and cash equivalents at end of period | 19,184 | |||||
Cash Equivalents, at Carrying Value | 19,184 | |||||
Predecessor [Member] | Guarantors | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Transaction and severance costs | 9,834 | |||||
Cash flows provided by (used in) operating activities: | ||||||
Net Cash Provided by (Used in) Operating Activities | 29,906 | |||||
Cash flows provided by (used in) investing activities: | ||||||
Intercompany Note, Investing | (17,601) | |||||
Proceeds from sale of property and equipment | (1,082) | |||||
Proceeds from sale of property and equipment | 53 | |||||
Net cash used in investing activities | (18,630) | |||||
Cash flows from financing activities: | ||||||
Intercompany Note, Financing | 430 | |||||
Net repayments on revolving credit facility | (13,500) | |||||
Repayments of Long-term Capital Lease Obligations | 0 | |||||
Payments of Dividends | 0 | |||||
Payments for Repurchase of Other Equity | 0 | |||||
Net cash provided by (used in) financing activities | (13,070) | |||||
Effect of foreign exchange rate changes on cash | 0 | |||||
Change in cash and cash equivalents | (1,794) | |||||
Cash and cash equivalents at beginning of period | 1,914 | 120 | ||||
Cash and cash equivalents at end of period | 120 | |||||
Cash Equivalents, at Carrying Value | 120 | |||||
Predecessor [Member] | Non-Guarantors | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Transaction and severance costs | 0 | |||||
Cash flows provided by (used in) operating activities: | ||||||
Net Cash Provided by (Used in) Operating Activities | 4,632 | |||||
Cash flows provided by (used in) investing activities: | ||||||
Intercompany Note, Investing | 0 | |||||
Proceeds from sale of property and equipment | (90) | |||||
Proceeds from sale of property and equipment | 0 | |||||
Net cash used in investing activities | (90) | |||||
Cash flows from financing activities: | ||||||
Intercompany Note, Financing | (400) | |||||
Net repayments on revolving credit facility | 0 | |||||
Repayments of Long-term Capital Lease Obligations | (11) | |||||
Payments of Dividends | 0 | |||||
Payments for Repurchase of Other Equity | 0 | |||||
Net cash provided by (used in) financing activities | (411) | |||||
Effect of foreign exchange rate changes on cash | (313) | |||||
Change in cash and cash equivalents | 3,818 | |||||
Cash and cash equivalents at beginning of period | 8,595 | 12,413 | ||||
Cash and cash equivalents at end of period | 12,413 | |||||
Cash Equivalents, at Carrying Value | 12,413 | |||||
Predecessor [Member] | Issuer | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Transaction and severance costs | 1,800 | |||||
Cash flows provided by (used in) operating activities: | ||||||
Net Cash Provided by (Used in) Operating Activities | (12,224) | |||||
Cash flows provided by (used in) investing activities: | ||||||
Intercompany Note, Investing | 0 | |||||
Proceeds from sale of property and equipment | (8,538) | |||||
Proceeds from sale of property and equipment | (2) | |||||
Net cash used in investing activities | (8,540) | |||||
Cash flows from financing activities: | ||||||
Intercompany Note, Financing | 17,571 | |||||
Net repayments on revolving credit facility | 0 | |||||
Repayments of Long-term Capital Lease Obligations | (153) | |||||
Payments of Dividends | (38) | |||||
Payments for Repurchase of Other Equity | (142) | |||||
Net cash provided by (used in) financing activities | 17,238 | |||||
Effect of foreign exchange rate changes on cash | 0 | |||||
Change in cash and cash equivalents | (3,526) | |||||
Cash and cash equivalents at beginning of period | 10,177 | 6,651 | ||||
Cash and cash equivalents at end of period | 6,651 | |||||
Cash Equivalents, at Carrying Value | 6,651 | |||||
Predecessor [Member] | Eliminations | ||||||
Cash flows from financing activities: | ||||||
Cash Equivalents, at Carrying Value | 0 | |||||
Eliminations | Successor [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Capital lease obligations, less current portion | 0 | 0 | 0 | |||
Capital lease obligations, current portion | 0 | 0 | $ 0 | |||
Transaction and severance costs | 0 | 0 | ||||
Cash flows provided by (used in) operating activities: | ||||||
Net Cash Provided by (Used in) Operating Activities | 0 | 0 | ||||
Cash flows provided by (used in) investing activities: | ||||||
Other Payments to Acquire Businesses | 0 | 0 | ||||
Payments to acquire franchisee | 0 | |||||
Intercompany Note, Investing | (348,969) | (2,992) | ||||
Proceeds from sale of property and equipment | 0 | 0 | ||||
Proceeds from sale of property and equipment | 0 | |||||
Payments to Develop Software | 0 | |||||
Payments for (Proceeds from) Other Investing Activities | 0 | |||||
Net cash used in investing activities | (348,969) | (2,992) | ||||
Proceeds from secured credit facilities, net of original issue discount | 0 | |||||
Proceeds from senior notes | 0 | |||||
Repayment of Predecessor Facility | 0 | |||||
Repayments on senior term loan | 0 | |||||
Repayments of Notes Payable | 0 | |||||
Cash flows from financing activities: | ||||||
Intercompany Note, Financing | 348,969 | 2,992 | ||||
Repayments of Long-term Capital Lease Obligations | 0 | 0 | ||||
Sale Leaseback Transaction, Payments, Financing Activities | 0 | |||||
Payments of Dividends | 0 | |||||
Excess tax benefit realized from stock-based compensation | 0 | |||||
Equity contribution | 0 | |||||
Net cash provided by (used in) financing activities | 348,969 | 2,992 | ||||
Effect of foreign exchange rate changes on cash | 0 | 0 | ||||
Change in cash and cash equivalents | 0 | 0 | ||||
Cash and cash equivalents at beginning of period | 0 | |||||
Cash and cash equivalents at end of period | $ 0 | $ 0 | ||||
Eliminations | Predecessor [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Transaction and severance costs | 0 | |||||
Cash flows provided by (used in) operating activities: | ||||||
Net Cash Provided by (Used in) Operating Activities | 0 | |||||
Cash flows provided by (used in) investing activities: | ||||||
Intercompany Note, Investing | 17,601 | |||||
Proceeds from sale of property and equipment | 0 | |||||
Proceeds from sale of property and equipment | 0 | |||||
Net cash used in investing activities | 17,601 | |||||
Cash flows from financing activities: | ||||||
Intercompany Note, Financing | (17,601) | |||||
Net repayments on revolving credit facility | 0 | |||||
Repayments of Long-term Capital Lease Obligations | 0 | |||||
Payments of Dividends | 0 | |||||
Payments for Repurchase of Other Equity | 0 | |||||
Net cash provided by (used in) financing activities | (17,601) | |||||
Effect of foreign exchange rate changes on cash | 0 | |||||
Change in cash and cash equivalents | 0 | |||||
Cash and cash equivalents at beginning of period | 0 | $ 0 | ||||
Cash and cash equivalents at end of period | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Oct. 15, 2014USD ($) |
Peter Piper Pizza [Member] | |
Subsequent Event [Line Items] | |
Payments to Acquire Businesses, Net of Cash Acquired | $ 113.1 |