10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-Q

______________________________________________________________________

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

For the quarterly period ended September 27, 2015

OR

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

For the transition period from                  to                     

Commission File Number: 001-13687

____________________________________

CEC ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

____________________________________

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

(972) 258-8507

(Registrant’s telephone number, including area code)

Not applicable

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

____________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   ý     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes   ý     No   ¨

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

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

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

As of October 26, 2015, an aggregate of 200 shares of the registrant’s common stock, par value $0.01 per share were outstanding.

CEC ENTERTAINMENT, INC.

TABLE OF CONTENTS

	Page
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at September 27, 2015 and December 28, 2014 (Successor)	3
Consolidated Statements of Earnings for the three months ended September 27, 2015 and September 28, 2014, the nine months ended September 27, 2015, the 226 day period ended September 28, 2014 (Successor) and the 47 day period ended February 14, 2014 (Predecessor)	4
Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 27, 2015 and September 28, 2014, the nine months ended September 27, 2015, the 226 day period ended September 28, 2014 (Successor) and the 47 day period ended February 14, 2014 (Predecessor)	6
Consolidated Statements of Cash Flows for the nine months ended September 27, 2015, the 226 day period ended September 28, 2014 (Successor) and the 47 day period ended February 14, 2014 (Predecessor)	7
Notes to Consolidated Financial Statements	9
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	46
ITEM 4. Controls and Procedures	46
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings	47
ITEM 1A. Risk Factors	47
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	47
ITEM 6. Exhibits	48
SIGNATURES

2

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements.

CEC ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share information)

	Successor
	September 27, 2015			December 28, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	60,897		$	110,994
Accounts receivable	15,358			18,835
Inventories	23,165			18,979
Prepaid expenses	21,155			20,894
Deferred tax asset	3,943			3,943
Total current assets	124,518			173,645
Property and equipment, net	645,365			681,972
Goodwill	483,876			483,444
Intangible assets, net	489,149			491,400
Deferred financing costs, net	21,083			24,087
Other noncurrent assets	12,317			9,595
Total assets	$	1,776,308		$	1,864,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank indebtedness and other long-term debt, current portion	$	9,548		$	9,545
Capital lease obligations, current portion	408			408
Accounts payable	38,463			43,633
Accrued expenses	45,030			35,561
Unearned revenues	9,710			8,906
Accrued interest	10,970			16,152
Other current liabilities	3,590			2,990
Total current liabilities	117,719			117,195
Capital lease obligations, less current portion	15,157			15,476
Bank indebtedness and other long-term debt, less current portion	993,110			998,441
Deferred tax liability	203,281			222,915
Accrued insurance	9,199			12,146
Other noncurrent liabilities	214,765			205,384
Total liabilities	1,553,231			1,571,557
Stockholders’ equity:
Common stock, $0.01 par value; authorized 1,000 shares; 200 shares issued as of September 27, 2015 and December 28, 2014	—			—
Capital in excess of par value	356,329			355,587
Retained earnings (deficit)	(130,440		)	(62,088		)
Accumulated other comprehensive income (loss)	(2,812		)	(913		)
Total stockholders’ equity	223,077			292,586
Total liabilities and stockholders’ equity	$	1,776,308		$	1,864,143

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

3

CEC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(in thousands)

	Successor
	Three Months Ended
	September 27, 2015			September 28, 2014
REVENUES:
Food and beverage sales	$	98,243		$	82,271
Entertainment and merchandise sales	118,753			115,885
Total company store sales	216,996			198,156
Franchise fees and royalties	4,941			1,533
Total revenues	221,937			199,689
OPERATING COSTS AND EXPENSES:
Company store operating costs:
Cost of food and beverage (exclusive of items shown separately below)	25,032			21,167
Cost of entertainment and merchandise (exclusive of items shown separately below)	7,863			6,669
Total cost of food, beverage, entertainment and merchandise	32,895			27,836
Labor expenses	59,998			57,086
Depreciation and amortization	28,394			31,622
Rent expense	23,979			22,587
Other store operating expenses	36,587			35,123
Total company store operating costs	181,853			174,254
Other costs and expenses:
Advertising expense	10,292			10,114
General and administrative expenses	16,140			13,820
Transaction and severance costs	278			5,742
Asset impairments	875			—
Total operating costs and expenses	209,438			203,930
Operating income (loss)	12,499			(4,241		)
Interest expense	17,209			15,974
Income (loss) before income taxes	(4,710		)	(20,215		)
Income tax expense (benefit)	(1,508		)	(6,936		)
Net income (loss)	$	(3,202	)	$	(13,279	)

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

4

CEC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

(in thousands)

	Successor					Predecessor
	Nine Months Ended		For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015		September 28, 2014			February 14, 2014
REVENUES:
Food and beverage sales	$	308,924	$	224,197		$	50,897
Entertainment and merchandise sales	377,358		300,149			62,659
Total company store sales	686,282		524,346			113,556
Franchise fees and royalties	13,241		3,493			687
Total revenues	699,523		527,839			114,243
OPERATING COSTS AND EXPENSES:
Company store operating costs:
Cost of food and beverage (exclusive of items shown separately below)	78,209		57,250			12,285
Cost of entertainment and merchandise (exclusive of items shown separately below)	23,399		17,426			3,729
Total cost of food, beverage, entertainment and merchandise	101,608		74,676			16,014
Labor expenses	186,405		143,781			31,998
Depreciation and amortization	86,606		84,141			9,733
Rent expense	72,698		53,012			12,365
Other store operating expenses	105,435		84,101			15,760
Total company store operating costs	552,752		439,711			85,870
Other costs and expenses:
Advertising expense	36,339		24,802			5,903
General and administrative expenses	52,199		32,576			7,963
Transaction and severance costs	360		43,263			11,634
Asset impairments	875		—			—
Total operating costs and expenses	642,525		540,352			111,370
Operating income (loss)	56,998		(12,513		)	2,873
Interest expense	52,031		43,256			1,151
Income (loss) before income taxes	4,967		(55,769		)	1,722
Income tax expense (benefit)	3,319		(15,834		)	1,018
Net income (loss)	$	1,648	$	(39,935	)	$	704

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

5

CEC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)

	Successor
	Three Months Ended
	September 27, 2015			September 28, 2014
Net income (loss)	$	(3,202	)	$	(13,279	)
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(1,034		)	(652		)
Total components of other comprehensive income (loss), net of tax	(1,034		)	(652		)
Comprehensive income (loss)	$	(4,236	)	$	(13,931	)

	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
Net income (loss)	$	1,648		$	(39,935	)	$	704
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(1,899		)	(151		)	(541		)
Total components of other comprehensive income (loss), net of tax	(1,899		)	(151		)	(541		)
Comprehensive income (loss)	$	(251	)	$	(40,086	)	$	163

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

6

CEC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,648		$	(39,935	)	$	704
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	89,597			85,383			9,883
Deferred income taxes	(19,101		)	(56,431		)	(1,785		)
Stock-based compensation expense	733			191			12,225
Amortization of lease-related intangibles and liabilities, net	(2		)	287			(356		)
Amortization of original issue discount and deferred financing costs	3,410			2,824			58
Loss on asset disposals, net	4,867			5,223			294
Asset impairments	875			—			—
Non-cash rent expense	6,190			4,844			(916		)
Other adjustments	(908		)	378			144
Changes in operating assets and liabilities:
Accounts receivable	3,321			482			1,503
Inventories	(2,828		)	3,304			(2,472		)
Prepaid expenses	(2,504		)	(1,480		)	2,656
Accounts payable	(7,311		)	650			(270		)
Accrued expenses	2,163			4,239			(2,403		)
Unearned revenues	813			605			349
Accrued interest	(5,199		)	10,597			152
Income taxes payable	9,298			12,778			2,898
Deferred landlord contributions	3,236			3,523			(350		)
Net cash provided by operating activities	88,298			37,462			22,314
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Predecessor	—			(946,898		)	—
Acquisition of Peter Piper Pizza	(663		)	—			—
Purchases of property and equipment	(56,994		)	(38,866		)	(9,710		)
Acquisition of franchisee	—			(1,529		)	—
Development of internal use software	(2,784		)	—			—
Proceeds from sale of property and equipment	261			350			51
Other investing activities	—			—			—
Net cash used in investing activities	(60,180		)	(986,943		)	(9,659		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from secured credit facilities, net of original issue discount	—			756,200			—
Proceeds from senior notes	—			255,000			—
Repayment of Predecessor Facility	—			(348,000		)	—
Repayments on senior term loan	(5,700		)	(1,900		)	—
Repayments on note payable	(34		)	—			—
Net repayments on revolving credit facility	—			—			(13,500		)
Proceeds from sale leaseback transaction	—			183,685			—
Payment of debt financing costs	—			(27,575		)	—
Payments on capital lease obligations	(308		)	(204		)	(164		)
Payments on sale leaseback obligations	(1,196		)	—			—

7

CEC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS, CONT'D

(Unaudited)

(in thousands)

Dividends paid	(70,000		)	(890		)	(38		)
Excess tax benefit realized from stock-based compensation	—			5,043			—
Restricted stock returned for payment of taxes	—			—			(142		)
Equity contribution	—			350,000			—
Net cash provided by (used in) financing activities	(77,238		)	1,171,359			(13,844		)
Effect of foreign exchange rate changes on cash	(977		)	(77		)	(313		)
Change in cash and cash equivalents	(50,097		)	221,801			(1,502		)
Cash and cash equivalents at beginning of period	110,994			19,184			20,686
Cash and cash equivalents at end of period	$	60,897		$	240,985		$	19,184
	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid (1)	$	53,868		$	29,914		$	938
Income taxes paid (refunded), net	$	13,142		$	22,777		$	(79	)
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued construction costs	$	3,156		$	3,724		$	3,605
Dividends payable	$	—		$	—		$	890
Capital lease obligations	$	—		$	657		$	—

__________________

(1) The 226 day period endedSeptember 28, 2014 includes $4.9 million of debt issuance costs and interest expense related to the bridge loan.

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

8

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Description of Business

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

We currently operate and franchise Chuck E. Cheese’s and Peter Piper Pizza family dining and entertainment 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 $1.6 million for the nine months endedSeptember 27, 2015, $1.5 million for the 226 day period endedSeptember 28, 2014 and $0.4 million for the 47 day period endedFebruary 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.

9

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Interim Financial Statements

The accompanying Consolidated Financial Statements as of September 27, 2015 and for the nine months ended September 27, 2015, the 226 day period endedSeptember 28, 2014, the 47 day period endedFebruary 14, 2014, and the three months ended September 27, 2015 and September 28, 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 September 27, 2015, we have $21.1 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 August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date. This amendment defers the effective date of the Board’s revenue standard, ASU 2014-09. The amendment defers the effective date of ASU 2014-09 to 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.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This amendment requires that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation or amortization, or other income effects (if any) as a result of the change to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date, must be recorded in the reporting period in which the adjustment amounts are determined rather than retrospectively. This amendment is effective for fiscal years beginning after December 15, 2015, including interim periods therein. Early adoption is permitted for financial statements that have not been previously issued. We do not expect the adoption of this amendment to have a significant impact on our Consolidated Financial Statements.

Note 2. Acquisition of Peter Piper Pizza:

In October 2014, the Company acquired Peter Piper Pizza (“PPP”), a leading pizza and entertainment restaurant chain operating in the southwestern United States and Mexico, for aggregate consideration paid of $113.1 million, net of cash acquired.During the nine months ended September 27, 2015, the Company made 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

10

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

interests and PPP’s tradename, and the valuation of net operating losses acquired and other tax positions that resulted in a net increase to goodwill of $0.4 million.

The following table summarizes the final allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, as well as adjustments made during the measurement period (in thousands):

	PPP Preliminary Purchase Price Allocation			Measurement Period Adjustments			PPP Final Purchase Price Allocation
Cash consideration paid	$	118,409		$	663		$	119,072
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	5,267			—			5,267
Accounts receivable	511			—			511
Inventories	820			—			820
Other current assets	598			—			598
Property, plant and equipment	14,383			—			14,383
Favorable lease interests	2,000			(1,120		)	880
Peter Piper Pizza's tradename	24,800			1,900			26,700
Franchise agreements	39,300			—			39,300
Other non-current assets	154			—			154
Indebtedness	(120		)	—			(120		)
Unfavorable lease interests	(3,290		)	(580		)	(3,870		)
Deferred taxes	(12,935		)	31			(12,904		)
Other current and non-current liabilities	(4,061		)	—			(4,061		)
Net assets acquired	67,427			231			67,658
Excess purchase price allocated to goodwill	$	50,982		$	432		$	51,414

The measurement period adjustments did not have a significant impact on our Consolidated Statements of Earnings for the three and nine months endedSeptember 27, 2015. In addition, these adjustments did not have a significant impact on our Consolidated Balance Sheet as of December 28, 2014. Therefore, we have not retrospectively adjusted this financial information.

3. Property and Equipment:

Total depreciation and amortization expense was $29.4 million and $32.1 million for the three months ended September 27, 2015 and September 28, 2014, respectively, of which $1.0 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 September 27, 2015 and September 28, 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 was $89.6 million, $85.4 million, and $9.9 million for the nine months endedSeptember 27, 2015, the 226 day period endedSeptember 28, 2014 and the 47 day period endedFebruary 14, 2014, respectively, of which $3.0 million, $1.2 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 nine months ended September 27, 2015 and the 226 day period endedSeptember 28, 2014 includes approximately $1.5 million and $0.6 million, respectively, related to the amortization of franchise agreements (see Note 4. “Goodwill and Intangible Assets, Net”).

Asset Impairments

During the three and nine months endedSeptember 27, 2015, we recognized an asset impairment charge of $0.9 million primarily related to ten stores. There were no impairment charges recognized in the three months ended September 28, 2014, the 226 day period endedSeptember 28, 2014 and the 47 day period endedFebruary 14, 2014. We continue to operate all of these stores. These impairment charges were the result of a decline in the stores’ financial performance, primarily due to various economic factors in the mar

11

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

kets in which the stores are located. As of September 27, 2015, the aggregate carrying value of the property and equipment at impaired stores, after the impairment charges, was $0.7 million for stores impaired in 2015.

4. Goodwill and Intangible Assets, Net:

The following table presents changes in the carrying value of goodwill for the nine months endedSeptember 27, 2015 (in thousands):

	Successor
Balance at December 28, 2014	$	483,444
Additions (1)	432
Balance at September 27, 2015	$	483,876

__________________

(1) During the nine months ended September 27, 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, the valuation of PPP’s tradename and the valuation of net operating losses acquired and other tax positions that resulted in a net increase to goodwill of $0.4 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 September 27, 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 (2)	Indefinite	26,700		—			26,700
Favorable lease agreements (1)(2)	10	14,880		(3,171		)	11,709
Franchise agreements	25	53,300		(2,560		)	50,740
		$	494,880	$	(5,731	)	$	489,149

__________________

(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 noncurrent liabilities” in our Consolidated Balance Sheets. Such amounts are being amortized over a weighted average life of 10 years, and are included in “Rent expense” in our Consolidated Statements of Earnings for the Successor periods.

(2) In the first quarter of 2015 we recorded adjustments related to the valuation of the favorable lease agreements intangible asset and PPP’s tradename of $(1.1) million and $1.9 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 $1.5 million for the nine months endedSeptember 27, 2015, $1.1 million for the 226 day period endedSeptember 28, 2014, $0.5 million for the third quarter of 2015, and $0.5 million for the third quarter of 2014 and is included in “Rent expense” in our Consolidated Statements of Earnings. Amortization expense related to franchise agreements was $1.5 million for the nine months endedSeptember 27, 2015, $0.6 million for the 226 day period endedSeptember 28, 2014, $0.5 million for the third quarter of 2015, and $0.2 million for the third 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 endedFebruary 14, 2014.

12

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

5. Indebtedness and Interest Expense:

 Our long-term debt consisted of the following for the periods presented:

	Successor
	September 27, 2015			December 28, 2014
	(in thousands)
Term loan facility	$	750,500		$	756,200
Senior notes	255,000			255,000
Note payable	80			113
Total debt outstanding	1,005,580			1,011,313
Less:
Unamortized original issue discount	(2,922		)	(3,327		)
Current portion	(9,548		)	(9,545		)
Bank indebtedness and other long-term debt, less current portion	$	993,110		$	998,441

We were in compliance with the debt covenants in effect as of September 27, 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 September 27, 2015, we had $750.5 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 nine months endedSeptember 27, 2015, the federal funds rate ranged from 0.06% to 0.15%, the prime rate was 3.25% and the one-month LIBOR ranged from 0.17% to 0.22%.

The weighted average effective interest rate incurred on our borrowings under our Secured Credit Facilities was 4.6% for the nine months endedSeptember 27, 2015, and 4.8% for the 226 day period endedSeptember 28, 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 September 27, 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.

13

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The weighted average effective interest rate incurred on borrowings under our senior notes was 8.3% for the nine months endedSeptember 27, 2015 and 8.3% for the 226 day period endedSeptember 28, 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
	September 27, 2015		September 28, 2014
	(in thousands)
Term loan facility (1)	$	7,724	$	8,725
Senior notes	5,157		5,169
Capital lease obligations	447		469
Sale leaseback obligations	2,765		932
Amortization of debt issuance costs	1,002		1,001
Other	114		(322		)
	$	17,209	$	15,974

	Successor					Predecessor
	Nine Months Ended		For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015		September 28, 2014			February 14, 2014
	(in thousands)
Term loan facility (1)	$	23,229	$	21,586		$	—
Senior notes	15,470		12,592			—
Bridge Loan facility (2)	—		4,943			—
Predecessor Facility	—		—			745
Capital lease obligations	1,349		1,082			275
Sale leaseback obligations	8,331		932			—
Amortization of debt issuance costs	3,004		2,487			58
Other	648		(366		)	73
	$	52,031	$	43,256		$	1,151

 __________________

(1)    Includes amortization of original issue discount.

(2)    The 226 day period endedSeptember 28, 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 nine months endedSeptember 27, 2015, and 6.4% for the 226 day period endedSeptember 28, 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 5.7% for the 226 day period endedSeptember 28, 2014. The weighted average effective interest rate incurred on our borrowings under our Predecessor Facility for the 47 day period endedFebruary 14, 2014 was 1.6%.

6. Fair Value of Financial Instruments:

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

	Successor				Successor
	September 27, 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	$	993,110	$	975,178	$	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 nine months ended September 27, 2015, the 226 day period endedSeptember 28, 2014, the 47 day period endedFebruary 14, 2014, and the three months ended September 27, 2015 and September 28, 2014, there were no significant transfers among level 1, 2 or 3 fair value determinations.

7. 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

14

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

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. We are currently attemptingto schedule mediation of this case in November 2015. The parties have agreed to stay discovery until the completion of mediation.

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 January 9, 2015, the Company filed a Motion to Dismiss Plaintiff’s Second, Third, Seventh and Eighth Causes of Action. The court has not ruled on this motion. On February 26, 2015, the Court overruled the plaintiff’s motion to remand. On October 9, 2015, Plaintiff filed its Motion for Class Certification. The Company’s response to this motion is due October 30, 2015. The Company’s investigation is ongoing. 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

15

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

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. On July 21, 2015 a consolidated class action petition was filed as the operative consolidated complaint 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 Consolidated Class Action Petition seeks, among other things, to recover damages, attorneys’ fees and costs. 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, captioned Magnetar Global Event Driven Master Fund Ltd, et al. v. CEC Entertainment, Inc., 2:14-cv-02279-RDR-KGS. 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. On June 29, 2015, the court held a pretrial conference. Following this conference, on June 30, 2015, the court entered a pretrial order. No trial date has yet been set. 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.

16

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

8. Income Taxes:

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

	Successor
	Three Months Ended
	September 27, 2015			September 28, 2014
Federal and state income taxes	$	(1,643	)	$	(6,728	)
Foreign income taxes	135			(208		)
Income tax expense (benefit)	$	(1,508	)	$	(6,936	)
Effective rate	32.0		%	34.3		%

	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
Federal and state income taxes	$	2,431		$	(15,220	)	$	914
Foreign income taxes	888			(614		)	104
Income tax expense (benefit)	$	3,319		$	(15,834	)	$	1,018
Effective rate	66.8		%	28.4		%	59.1		%

Our effective income tax rate of 66.8% for the nine months endedSeptember 27, 2015, 28.4% for the 226 day period endedSeptember 28, 2014, and 59.1% for the 47 day period endedFebruary 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 $3.9 million and $1.9 million as of September 27, 2015 and December 28, 2014, respectively, and if recognized would decrease our provision for income taxes by $1.6 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 September 27, 2015 and December 28, 2014, was $1.9 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.”

17

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

9. 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
	September 27, 2015			September 28, 2014
	(in thousands)
Stock-based compensation costs	$	166		$	197
Portion capitalized as property and equipment (1)	(2		)	(6		)
Stock-based compensation expense recognized	$	164		$	191

	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
	(in thousands)
Stock-based compensation costs	$	742		$	197		$	1,117
Portion capitalized as property and equipment (1)	(9		)	(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	$	733		$	191		$	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 226 day period endedSeptember 28, 2014, as such tax benefits are deductible for income tax purposes on the Successor tax return for fiscal year 2014.

As of September 27, 2015, we had $2.8 million of total unrecognized share-based compensation expense related to unvested options, net of expected forfeitures, which is expected to be amortized over the remaining weighted-average period of 3.5 years.

10. Stockholders’ Equity:

The following table summarizes the changes in stockholders’ equity during the nine months ended September 27, 2015:

	Common Stock			Capital In Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income
	Shares	Amount										Total
	(in thousands, except share information)
Balance at December 29, 2014	200	$	—	$	355,587	$	(62,088	)	$	(913	)	$	292,586
Net income (loss)	—	—		—		1,648			—			1,648
Other comprehensive income (loss)	—	—		—		—			(1,899		)	(1,899		)
Stock-based compensation costs	—	—		742		—			—			742
Dividends paid	—	—		—		(70,000		)	—			(70,000		)
Balance at September 27, 2015	200	$	—	$	356,329	$	(130,440	)	$	(2,812	)	$	223,077

18

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 In the third quarter of 2015, the Company declared and paid a cash dividend of $70.0 million.

11. 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:

19

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

CEC Entertainment, Inc.
Condensed Consolidating Balance Sheet
As of September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	53,482		$	327		$	7,088		$	—		$	60,897
Accounts receivable	12,126			2,564			4,783			(4,115		)	15,358
Inventories	9,672			13,286			207			—			23,165
Other current assets	19,626			3,882			1,590			—			25,098
Total current assets	94,906			20,059			13,668			(4,115		)	124,518
Property and equipment, net	600,121			36,052			9,192			—			645,365
Goodwill	432,462			51,414			—			—			483,876
Intangible assets, net	22,570			466,579			—			—			489,149
Intercompany	136,612			16,464			—			(153,076		)	—
Investment in subsidiaries	416,194			—			—			(416,194		)	—
Other noncurrent assets	25,870			6,957			573			—			33,400
Total assets	$	1,728,735		$	597,525		$	23,433		$	(573,385	)	$	1,776,308
Current liabilities:
Bank indebtedness and other long-term debt, current portion	$	9,500		$	48		$	—		$	—		$	9,548
Capital lease obligations, current portion	405			—			3			—			408
Accounts payable and accrued expenses	85,597			14,868			3,708			—			104,173
Other current liabilities	3,262			328			—			—			3,590
Total current liabilities	98,764			15,244			3,711			—			117,719
Capital lease obligations, less current portion	15,089			—			68			—			15,157
Bank indebtedness and other long-term debt, less current portion	993,078			32			—			—			993,110
Deferred tax liability	186,136			16,777			368			—			203,281
Intercompany	—			133,975			23,216			(157,191		)	—
Other noncurrent liabilities	212,591			11,121			252			—			223,964
Total liabilities	1,505,658			177,149			27,615			(157,191		)	1,553,231
Stockholders' equity:
Common stock	—			—			—			—			—
Capital in excess of par value	356,329			466,114			3,241			(469,355		)	356,329
Retained earnings (deficit)	(130,440		)	(45,738		)	(4,611		)	50,349			(130,440		)
Accumulated other comprehensive income (loss)	(2,812		)	—			(2,812		)	2,812			(2,812		)
Total stockholders' equity	223,077			420,376			(4,182		)	(416,194		)	223,077
Total liabilities and stockholders' equity	$	1,728,735		$	597,525		$	23,433		$	(573,385	)	$	1,776,308

20

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

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

21

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the Three Months Ended September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	83,524		$	13,202		$	1,517		$	—		$	98,243
Entertainment and merchandise sales	112,266			3,808			2,679			—			118,753
Total company store sales	195,790			17,010			4,196			—			216,996
Franchise fees and royalties	493			4,438			10			—			4,941
International Association assessments and other fees	250			755			11,861			(12,866		)	—
Total revenues	196,533			22,203			16,067			(12,866		)	221,937
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	21,459			3,061			512			—			25,032
Cost of entertainment and merchandise	7,293			389			181			—			7,863
Total cost of food, beverage, entertainment and merchandise	28,752			3,450			693			—			32,895
Labor expenses	54,890			3,751			1,357			—			59,998
Depreciation and amortization	26,911			934			549			—			28,394
Rent expense	22,105			1,243			631			—			23,979
Other store operating expenses	34,362			2,215			1,042			(1,032		)	36,587
Total company store operating costs	167,020			11,593			4,272			(1,032		)	181,853
Advertising expense	12,368			798			8,960			(11,834		)	10,292
General and administrative expenses	3,856			12,154			130			—			16,140
Transaction and severance costs	200			78			—			—			278
Asset impairments	766			20			89			—			875
Total operating costs and expenses	184,210			24,643			13,451			(12,866		)	209,438
Operating income (loss)	12,323			(2,440		)	2,616			—			12,499
Equity in earnings (loss) in affiliates	(605		)	—			—			605			—
Interest expense (income)	16,728			365			116			—			17,209
Income (loss) before income taxes	(5,010		)	(2,805		)	2,500			605			(4,710		)
Income tax expense (benefit)	(1,808		)	(744		)	1,044			—			(1,508		)
Net income (loss)	$	(3,202	)	$	(2,061	)	$	1,456		$	605		$	(3,202	)
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(1,034	)	$	—		$	(1,034	)	$	1,034		$	(1,034	)
Total components of other comprehensive income (loss), net of tax	(1,034		)	—			(1,034		)	1,034			(1,034		)
Comprehensive income (loss)	$	(4,236	)	$	(2,061	)	$	422		$	1,639		$	(4,236	)

22

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the Three Months Ended September 28, 2014
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	80,296		$	75		$	1,900		$	—		$	82,271
Entertainment and merchandise sales	112,560			—			3,325			—			115,885
Total company store sales	192,856			75			5,225			—			198,156
Franchise fees and royalties	526			1,007			—			—			1,533
International Association assessments and other fees	5,002			398			10,596			(15,996		)	—
Total revenues	198,384			1,480			15,821			(15,996		)	199,689
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	20,575			9			583			—			21,167
Cost of entertainment and merchandise	6,566			(8		)	223			(112		)	6,669
Total cost of food, beverage, entertainment and merchandise	27,141			1			806			(112		)	27,836
Labor expenses	55,414			—			1,672			—			57,086
Depreciation and amortization	30,673			—			949			—			31,622
Rent expense	21,800			—			787			—			22,587
Other store operating expenses	29,028			4,336			1,262			497			35,123
Total company store operating costs	164,056			4,337			5,476			385			174,254
Advertising expense	10,778			—			9,709			(10,373		)	10,114
General and administrative expenses	10,864			9,625			329			(6,998		)	13,820
Transaction and severance costs	5,757			(15		)	—			—			5,742
Total operating costs and expenses	191,455			13,947			15,514			(16,986		)	203,930
Operating income (loss)	6,929			(12,467		)	307			990			(4,241		)
Equity in earnings (loss) in affiliates	(10,913		)	—			—			10,913			—
Interest expense (income)	14,955			(123		)	152			990			15,974
Income (loss) before income taxes	(18,939		)	(12,344		)	155			10,913			(20,215		)
Income tax expense (benefit)	(5,660		)	(1,360		)	84			—			(6,936		)
Net income (loss)	$	(13,279	)	$	(10,984	)	$	71		$	10,913		$	(13,279	)
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(652	)	$	—		$	(652	)	$	652		$	(652	)
Total components of other comprehensive income (loss), net of tax	(652		)	—			(652		)	652			(652		)
Comprehensive income (loss)	$	(13,931	)	$	(10,984	)	$	(581	)	$	11,565		$	(13,931	)

23

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the Nine Months Ended September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	266,931		$	37,264		$	4,729		$	—		$	308,924
Entertainment and merchandise sales	357,509			11,799			8,050			—			377,358
Total company store sales	624,440			49,063			12,779			—			686,282
Franchise fees and royalties	1,794			11,437			10			—			13,241
International Association assessments and other fees	762			2,179			31,864			(34,805		)	—
Total revenues	626,996			62,679			44,653			(34,805		)	699,523
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	67,179			9,417			1,613			—			78,209
Cost of entertainment and merchandise	21,620			1,290			489			—			23,399
Total cost of food, beverage, entertainment and merchandise	88,799			10,707			2,102			—			101,608
Labor expenses	171,075			11,119			4,211			—			186,405
Depreciation and amortization	81,799			3,223			1,584			—			86,606
Rent expense	66,693			4,048			1,957			—			72,698
Other store operating expenses	99,032			6,147			3,223			(2,967		)	105,435
Total company store operating costs	507,398			35,244			13,077			(2,967		)	552,752
Advertising expense	33,506			3,121			31,550			(31,838		)	36,339
General and administrative expenses	14,631			37,168			400			—			52,199
Transaction and severance costs	15			345			—			—			360
Asset Impairment	766			20			89			—			875
Total operating costs and expenses	556,316			75,898			45,116			(34,805		)	642,525
Operating income (loss)	70,680			(13,219		)	(463		)	—			56,998
Equity in earnings (loss) in affiliates	(11,406		)	—			—			11,406			—
Interest expense (income)	50,032			1,619			380			—			52,031
Income (loss) before income taxes	9,242			(14,838		)	(843		)	11,406			4,967
Income tax expense (benefit)	7,594			(4,517		)	242			—			3,319
Net income (loss)	$	1,648		$	(10,321	)	$	(1,085	)	$	11,406		$	1,648
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(1,899	)	$	—		$	(1,899	)	$	1,899		$	(1,899	)
Total components of other comprehensive income (loss), net of tax	(1,899		)	—			(1,899		)	1,899			(1,899		)
Comprehensive income (loss)	$	(251	)	$	(10,321	)	$	(2,984	)	$	13,305		$	(251	)

24

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the 226 Day Period Ended September 28, 2014
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	219,044		$	196		$	4,957		$	—		$	224,197
Entertainment and merchandise sales	292,064			—			8,085			—			300,149
Total company store sales	511,108			196			13,042			—			524,346
Franchise fees and royalties	1,452			2,041			—			—			3,493
International Association assessments and other fees	10,502			1,822			27,964			(40,288		)	—
Total revenues	523,062			4,059			41,006			(40,288		)	527,839
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	55,705			38			1,507			—			57,250
Cost of entertainment and merchandise	17,013			(22		)	527			(92		)	17,426
Total cost of food, beverage, entertainment and merchandise	72,718			16			2,034			(92		)	74,676
Labor expenses	139,673			—			4,108			—			143,781
Depreciation and amortization	81,874			—			2,267			—			84,141
Rent expense	51,196			—			1,816			—			53,012
Other store operating expenses	81,398			9,955			2,654			(9,906		)	84,101
Total company store operating costs	426,859			9,971			12,879			(9,998		)	439,711
Advertising expense	28,513			(17		)	24,003			(27,697		)	24,802
General and administrative expenses	12,886			21,453			830			(2,593		)	32,576
Transaction and severance costs	37,271			5,992			—			—			43,263
Total operating costs and expenses	505,529			37,399			37,712			(40,288		)	540,352
Operating income (loss)	17,533			(33,340		)	3,294			—			(12,513		)
Equity in earnings (loss) in affiliates	(21,779		)	—			—			21,779			—
Interest expense (income)	42,907			(47		)	396			—			43,256
Income (loss) before income taxes	(47,153		)	(33,293		)	2,898			21,779			(55,769		)
Income tax expense (benefit)	(7,218		)	(9,321		)	705			—			(15,834		)
Net income (loss)	$	(39,935	)	$	(23,972	)	$	2,193		$	21,779		$	(39,935	)
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(151	)	$	—		$	(151	)	$	151		$	(151	)
Total components of other comprehensive income (loss), net of tax	(151		)	—			(151		)	151			(151		)
Comprehensive income (loss)	$	(40,086	)	$	(23,972	)	$	2,042		$	21,930		$	(40,086	)

25

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

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

26

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

CEC Entertainment, Inc.
Consolidating Statement of Cash Flows
For the Nine Months Ended September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows provided by (used in) operating activities:	$	85,511		$	(1,253	)	$	4,040		$	—		$	88,298
Cash flows from investing activities:
Acquisition of Peter Piper Pizza	(663		)	—			—			—			(663		)
Intercompany note	(2,513		)	6,483			—			(3,970		)	—
Purchases of property and equipment	(48,932		)	(6,464		)	(1,598		)	—			(56,994		)
Development of internal use software	—			(2,784		)	—			—			(2,784		)
Other investing activities	261			—			—			—			261
Cash flows provided by (used in) investing activities	(51,847		)	(2,765		)	(1,598		)	(3,970		)	(60,180		)
Cash flows from financing activities:
Repayments on senior term loan	(5,700		)	—			—			—			(5,700		)
Repayments on note payable	—			(34		)	—			—			(34		)
Intercompany note	—			(2,048		)	(1,922		)	3,970			—
Payments on capital lease obligations	(306		)	—			(2		)	—			(308		)
Payments on sale leaseback transactions	(1,196		)	—			—			—			(1,196		)
Dividends paid	(70,000		)	—			—			—			(70,000		)
Cash flows provided by (used in) financing activities	(77,202		)	(2,082		)	(1,924		)	3,970			(77,238		)
Effect of foreign exchange rate changes on cash	—			—			(977		)	—			(977		)
Change in cash and cash equivalents	(43,538		)	(6,100		)	(459		)	—			(50,097		)
Cash and cash equivalents at beginning of period	97,020			6,427			7,547			—			110,994
Cash and cash equivalents at end of period	$	53,482		$	327		$	7,088		$	—		$	60,897

27

CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

CEC Entertainment, Inc.
Consolidating Statement of Cash Flows
For the 226 Day Period Ended September 28, 2014
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows provided by (used in) operating activities:	$	93,262		$	(68,202	)	$	12,402		$	—		$	37,462
Cash flows from investing activities:
Acquisition of Predecessor	(946,898		)	—			—			—			(946,898		)
Acquisition of Franchisee	(1,529		)	—			—			—			(1,529		)
Intercompany note	(41,149		)	375,358			—			(334,209		)	—
Purchases of property and equipment	(31,845		)	(3,667		)	(3,354		)	—			(38,866		)
Proceeds from sale of property and equipment	—			350			—			—			350
Cash flows provided by (used in) investing activities	(1,021,421		)	372,041			(3,354		)	(334,209		)	(986,943		)
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		)
Repayments on senior term loan	(1,900		)	—			—			—			(1,900		)
Intercompany note	(375,539		)	44,055			(2,725		)	334,209			—
Proceeds from financing sale-leaseback transaction	183,685			—			—			—			183,685
Payment of debt financing costs	(27,575		)	—			—			—			(27,575		)
Payments on capital lease obligations	(204		)	—			—			—			(204		)
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	1,143,820			(303,945		)	(2,725		)	334,209			1,171,359
Effect of foreign exchange rate changes on cash	—			—			(77		)	—			(77		)
Change in cash and cash equivalents	215,661			(106		)	6,246			—			221,801
Cash and cash equivalents at beginning of period	6,653			120			12,411			—			19,184
Cash and cash equivalents at end of period	$	222,314		$	14		$	18,657		$	—		$	240,985

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CEC ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

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

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

As used in this report, the terms “CEC Entertainment,” the “Company,” “we,” “us” and “our” refer to CEC Entertainment, Inc. and its subsidiaries.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide the readers of our Consolidated Financial Statements with a narrative from the perspective of our management on our consolidated financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A should be read in conjunction with (i) our Consolidated Financial Statements and related notes included in Part I, Item 1. “Financial Statements” of this Periodic Report and (ii) Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8. “Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014, filed with the SEC on March 5, 2015. Our MD&A includes the following sub-sections:

• Executive Summary;

• Overview of Operations;

• Results of Operations;

• Financial Condition, Liquidity and Capital Resources;

• Off-Balance Sheet Arrangements and Contractual Obligations;

• Critical Accounting Policies and Estimates;

• Recently Issued Accounting Guidance;

• Presentation of Non-GAAP Measures; and

• Cautionary Statement Regarding Forward-Looking Statements.

Executive Summary

In the following MD&A, we have presented the results of operations and cash flows separately for the nine months ended September 27, 2015 (the “Successor 2015 period”), the 226 day period endedSeptember 28, 2014 (the “Successor 2014 period”), and the 47 day period endedFebruary 14, 2014 (the “Predecessor 2014 period”). The Successor and Predecessor periods have been demarcated by a solid black line.

Third Quarter2015 Overview:

• Total revenues of $221.9 million in the third quarter of 2015 compared to total revenues of $199.7 million in the third quarter of 2014.

• Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) was $53.4 million for the third quarter of 2015 compared to $44.5 million for the third quarter of 2014. For our definition of Adjusted EBITDA and a reconciliation of Net income (loss) to Adjusted EBITDA, see “Non-GAAP Financial Measures.”

• Net loss of $3.2 million in the third quarter of 2015 compared to a net loss of $13.3 million in the third quarter of 2014.

• Cash provided by operations was $88.3 million for the Successor 2015 period compared to $37.5 million for the Successor 2014 period and $22.3 million for the Predecessor 2014 period. The increase in the Successor 2015 period was primarily driven by transaction and severance costs incurred in 2014 in connection with the Merger.

Overview of Operations

We currently operate and franchise family dining and entertainment centers under the names “Chuck E. Cheese’s” and “Peter Piper Pizza” in 47 states and 11 foreign countries and territories. Our stores provide our guests with a variety of family entertainment and dining alternatives. Our family leisure offerings include video games, skill games, rides, musical and comical shows and other attractions along with tokens, tickets and prizes for kids. Our wholesome family dining offerings are centered on made-to-order pizzas, salads, sandwiches, wings, appetizers, beverages and desserts.

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The following table summarizes information regarding the number of Company-owned and franchised stores for the periods presented:

	Three Months Ended				Nine Months Ended
	September 27, 2015		September 28, 2014		September 27, 2015		September 28, 2014
Number of Company-owned stores:
Beginning of period	557		524		559		522
New (1)	1		—		3		6
Acquired from franchisee	—		—		—		1
Closed (1)	(2	)	(2	)	(6	)	(7	)
End of period	556		522		556		522
Number of franchised stores:
Beginning of period	173		54		172		55
New (2)	4		4		8		4
Acquired from franchisee	—		—		—		(1	)
Closed (2)	(4	)	(1	)	(7	)	(1	)
End of period	173		57		173		57
Total number of stores:
Beginning of period	730		578		731		577
New (3)	5		4		11		10
Acquired from franchisee	—		—		—		—
Closed (3)	(6	)	(3	)	(13	)	(8	)
End of period	729		579		729		579

 __________________

(1) During the nine months endedSeptember 27, 2015 and September 28, 2014, the number of new and closed Company owned stores included one and two stores, respectively, that were relocated.

(2) During the three and nine months endedSeptember 27, 2015, the number of new and closed franchise stores included one and two stores, respectively, that were relocated.

(3) During the three months endedSeptember 27, 2015 and thenine months endedSeptember 27, 2015 and September 28, 2014, the number of new and closed stores included one, three and two stores, respectively, that were relocated.

Comparable store sales. We define “comparable store sales” as the percentage change in sales for our domestic Company-owned stores that have been open for more than 18 months as of the beginning of each respective fiscal year or acquired stores we have operated for at least 12 months as of the beginning of fiscal year 2015. Comparable store sales is a key performance indicator used within our industry and is a critical factor when evaluating our performance, as it is indicative of acceptance of our strategic initiatives and local economic and consumer trends.

Revenues. Our primary source of revenues is sales at our Company-owned stores (“Company store sales”), which consist of the sale of food, beverages, game-play tokens and merchandise. A portion of our Company store sales are from sales of value-priced combination packages generally comprised of food, beverage and game tokens (“Package Deals”), which we promote through in-store menu pricing, our website and coupon offerings. We allocate the revenues recognized from the sale of our Package Deals and coupons between “Food and beverage sales” and “Entertainment and merchandise sales” based upon the price charged for each component when it is sold separately, or in limited circumstances, our best estimate of selling price if a component is not sold on a stand-alone basis, which we believe approximates each component’s fair value.

Food and beverage sales include all revenues recognized with respect to stand-alone food and beverage sales, as well as the portion of revenues allocated from Package Deals and coupons that relate to food and beverage sales. Entertainment and merchandise sales include all revenues recognized with respect to stand-alone game token sales, as well as a portion of revenues allocated from Package Deals and coupons that relate to entertainment and merchandise.

Franchise fees and royalties are another source of revenues. We earn monthly royalties from our franchisees based on a percentage of each franchise store’s sales. We also receive development and initial franchise fees to establish new franchised stores, as well as earn revenues from the sale of equipment and other items or services to franchisees. We recognize development and franchise fees as revenues when the franchise store has opened and we have substantially completed our obligations to the franchisee relating to the opening of a store.

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Company store operating costs. Certain of our costs and expenses relate only to the operation of our Company-owned stores. These costs and expenses are listed and described below:

• Cost of food and beverage includes all direct costs of food, beverages and costs of related paper and birthday supplies, less rebates from suppliers;

• Cost of entertainment and merchandise includes all direct costs of prizes provided and merchandise sold to our customers, as well as the cost of tickets dispensed to customers;

• Labor expenses consist of salaries and wages, bonuses, related payroll taxes and benefits for store personnel;

• Depreciation and amortization includes expenses that are directly related to our Company-owned stores’ property and equipment, including leasehold improvements, game and ride equipment, furniture, fixtures and other equipment;

• Rent expense includes lease costs for Company-owned stores, excluding common occupancy costs (e.g., common area maintenance (“CAM”) charges and property taxes); and

• Other store operating expenses primarily include utilities, repair and maintenance costs, liability and property insurance, CAM charges, property taxes, credit card processing fees, licenses, preopening expenses, store asset disposal gains and losses and all other costs directly related to the operation of a store.

The “Cost of food and beverage” and “Cost of entertainment and merchandise” mentioned above exclude any allocation of (a) store employee payroll, related payroll taxes and benefit costs; (b) depreciation and amortization expense; (c) rent expense; and (d) other direct store operating expenses associated with the operation of our Company-owned stores. We believe that presenting store-level labor costs, depreciation and amortization expense, rent expense and other store operating expenses in the aggregate provides the most informative financial reporting presentation. Our rationale for excluding such costs is as follows:

• our store employees are trained to sell and attend to both our dining and entertainment operations. We believe it would be difficult and potentially misleading to allocate labor costs between “Food and beverage sales” and “Entertainment and merchandise sales”; and

• while certain assets are individually dedicated to either our food service operations or game activities, we also have significant capital investments in shared depreciating assets, such as leasehold improvements, point-of-sale systems and showroom fixtures. Therefore, we believe it would be difficult and potentially misleading to allocate depreciation and amortization expense or rent expense between “Food and beverage sales” and “Entertainment and merchandise sales.”

“Cost of food and beverage” and “Cost of entertainment and merchandise,” as a percentage of Company store sales, are influenced both by the cost of products and by the overall mix of our Package Deals and coupon offerings. “Entertainment and merchandise sales” have higher margins than “Food and beverage sales.”

Advertising expense. Advertising expense includes production costs for television commercials, newspaper inserts, Internet advertising, coupons, media expenses for national and local advertising and consulting fees, partially offset by contributions from our franchisees.

General and administrative expenses. General and administrative expenses represent all costs associated with operating our corporate office, including regional and district management and corporate personnel payroll and benefits, depreciation and amortization of corporate assets, back-office support systems and other administrative costs not directly related to the operation of our Company-owned stores.

Adjusted EBITDA. We define Adjusted EBITDA as earnings before interest, income taxes, depreciation and amortization adjusted to exclude unusual items and other adjustments required or permitted in calculating covenant compliance under the indenture governing our senior notes and/or our Secured Credit Facilities (see discussion of our senior notes and Secured Credit Facilities under “Financial Condition, Liquidity and Capital Resources - Debt Financing”). Adjusted EBITDA is a measure used by management to evaluate our performance. Adjusted EBITDA provides additional information about certain trends, material non-cash items and unusual items that we do not expect to continue at the same level in the future, as well as other items.

Seasonality and Variation in Quarterly Results

Our operating results fluctuate seasonally due to the timing of school vacations, holidays and changing weather conditions. As a result, we typically generate higher sales volumes during the first quarter of each fiscal year. School operating schedules, holidays and weather conditions may affect sales volumes in some operating regions differently than others. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

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Fiscal year

We operate on a 52 or 53 week fiscal year that ends on the Sunday nearest to December 31. Each quarterly period has 13 weeks, except during a 53 week year when the fourth quarter has 14 weeks. Our 2015 and 2014 fiscal years consist of 53 weeks and 52 weeks, respectively.

Results of Operations

Our results of operations for the three and nine months endedSeptember 27, 2015 includes results from PPP. As PPP was acquired on October 16, 2014, their results are not included in the prior year Successor or Predecessor periods. The following table summarizes our principal sources of Total company store sales expressed in dollars and as a percentage of Total company store sales for the periods presented:

	Three Months Ended
	September 27, 2015				September 28, 2014
	Successor
Food and beverage sales	$	98,243	45.3	%	$	82,271	41.5	%
Entertainment and merchandise sales	118,753		54.7	%	115,885		58.5	%
Total company store sales	$	216,996	100.0	%	$	198,156	100.0	%

	Nine Months Ended				For the 226 Day Period Ended				For the 47 Day Period Ended
	September 27, 2015				September 28, 2014				February 14, 2014
	Successor								Predecessor
Food and beverage sales	$	308,924	45.0	%	$	224,197	42.8	%	$	50,897	44.8	%
Entertainment and merchandise sales	377,358		55.0	%	300,149		57.2	%	62,659		55.2	%
Total company store sales	$	686,282	100.0	%	$	524,346	100.0	%	$	113,556	100.0	%

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The following tables summarize our revenues and expenses expressed in dollars and as a percentage of Total revenues (except as otherwise noted) for the periods presented:

	Three Months Ended
	September 27, 2015					September 28, 2014
	Successor
	(in thousands, except percentages)
Total company store sales	$	216,996		97.8	%	$	198,156		99.2	%
Franchise fees and royalties	4,941			2.2	%	1,533			0.8	%
Total revenues	221,937			100.0	%	199,689			100.0	%
Company store operating costs:
Cost of food and beverage (1)	25,032			25.5	%	21,167			25.7	%
Cost of entertainment and merchandise (2)	7,863			6.6	%	6,669			5.8	%
Total cost of food, beverage, entertainment and merchandise (3)	32,895			15.2	%	27,836			14.0	%
Labor expenses (3)	59,998			27.6	%	57,086			28.8	%
Depreciation and amortization (3)	28,394			13.1	%	31,622			16.0	%
Rent expense (3)	23,979			11.1	%	22,587			11.4	%
Other store operating expenses (3)	36,587			16.9	%	35,123			17.7	%
Total company store operating costs (3)	181,853			83.8	%	174,254			87.9	%
Other costs and expenses:
Advertising expense	10,292			4.6	%	10,114			5.1	%
General and administrative expenses	16,140			7.3	%	13,820			6.9	%
Transaction and severance costs	278			0.1	%	5,742			2.9	%
Asset impairments	875			0.4	%	—			—	%
Total operating costs and expenses	209,438			94.4	%	203,930			102.1	%
Operating income (loss)	12,499			5.6	%	(4,241		)	(2.1	)%
Interest expense	17,209			7.8	%	15,974			8.0	%
Income (loss) before income taxes	$	(4,710	)	(2.1	)%	$	(20,215	)	(10.1	)%

 __________________

(1) Percent amount expressed as a percentage of Food and beverage sales.

(2) Percent amount expressed as a percentage of Entertainment and merchandise sales.

(3) Percent amount expressed as a percentage of Total company store sales.

Due to rounding, percentages presented in the table above may not sum to total. The percentage amounts for the components of Cost of food and beverage and the Cost of entertainment and merchandise may not sum to total due to the fact that Cost of food and beverage and Cost of entertainment and merchandise are expressed as a percentage of related Food and beverage and Entertainment and merchandise sales, as opposed to Total company store sales.

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	Nine Months Ended				For the 226 Day Period Ended					For the 47 Day Period Ended
	September 27, 2015				September 28, 2014					February 14, 2014
	Successor									Predecessor
	(in thousands, except percentages)
Total company store sales	$	686,282	98.1	%	$	524,346		99.3	%	$	113,556	99.4	%
Franchise fees and royalties	13,241		1.9	%	3,493			0.7	%	687		0.6	%
Total revenues	699,523		100.0	%	527,839			100.0	%	114,243		100.0	%
Company store operating costs:
Cost of food and beverage (1)	78,209		25.3	%	57,250			25.5	%	12,285		24.1	%
Cost of entertainment and merchandise (2)	23,399		6.2	%	17,426			5.8	%	3,729		6.0	%
Total cost of food, beverage, entertainment and merchandise (3)	101,608		14.8	%	74,676			14.2	%	16,014		14.1	%
Labor expenses (3)	186,405		27.2	%	143,781			27.4	%	31,998		28.2	%
Depreciation and amortization (3)	86,606		12.6	%	84,141			16.0	%	9,733		8.6	%
Rent expense (3)	72,698		10.6	%	53,012			10.1	%	12,365		10.9	%
Other store operating expenses (3)	105,435		15.4	%	84,101			16.0	%	15,760		13.9	%
Total company store operating costs (3)	552,752		80.5	%	439,711			83.9	%	85,870		75.6	%
Other costs and expenses:
Advertising expense	36,339		5.2	%	24,802			4.7	%	5,903		5.2	%
General and administrative expenses	52,199		7.5	%	32,576			6.2	%	7,963		7.0	%
Transaction and severance costs	360		0.1	%	43,263			8.2	%	11,634		10.2	%
Asset impairments	875		0.1	%	—			—	%	—		—	%
Total operating costs and expenses	642,525		91.9	%	540,352			102.4	%	111,370		97.5	%
Operating income (loss)	56,998		8.1	%	(12,513		)	(2.4	)%	2,873		2.5	%
Interest expense	52,031		7.4	%	43,256			8.2	%	1,151		1.0	%
Income (loss) before income taxes	$	4,967	0.7	%	$	(55,769	)	(10.6	)%	$	1,722	1.5	%

 __________________

(1) Percent amount expressed as a percentage of Food and beverage sales.

(2) Percent amount expressed as a percentage of Entertainment and merchandise sales.

(3) Percent amount expressed as a percentage of Total company store sales.

Due to rounding, percentages presented in the table above may not sum to total. The percentage amounts for the components of Cost of food and beverage and the Cost of entertainment and merchandise may not sum to total due to the fact that Cost of food and beverage and Cost of entertainment and merchandise are expressed as a percentage of related Food and beverage and Entertainment and merchandise sales, as opposed to Total company store sales.

Three months ended September 27, 2015 Compared to Three months ended September 28, 2014

Revenues

Company store sales increased$18.8 million, or 9.5%, to $217.0 million during the third quarter of 2015 compared to $198.2 million during the third quarter of 2014. Total company store sales during the third quarter of 2015 include revenues from Peter Piper branded stores of $14.8 million. Total company store sales in the third quarter of 2015 reflect a 0.7%increase in Chuck E. Cheese’s comparable store sales when compared to the third quarter of 2014. The PPP Company-owned stores achieved comparable store sales growth of 5.0% for the third quarter of 2015 compared to the third quarter of 2014. Our total company store sales for the third quarter of 2015 include a $2.1 million adjustment for the initial recognition of breakage income related to unredeemed gift card balances on Chuck E. Cheese’s gift cards sold by third parties. The recognition of initial breakage income for the third quarter of 2015 is not included in our comparable store sales figures. Franchise fees and royalties increased$3.4 million to $4.9 million during the third quarter of 2015 primarily due to an increase in the number of Chuck E. Cheese’s franchise stores and franchise fees and royalties from our PPP franchise stores of $2.1 million.

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Company Store Operating Costs

The cost of food, beverage, entertainment and merchandise, as a percentage of Total company store sales, was 15.2% in the third quarter of 2015 compared to 14.0% in the third quarter of 2014. The third quarter of 2015 includes the addition of PPP Company-owned stores, which have higher cost margins than our existing Chuck E. Cheese’s Company-owned stores due to the higher mix of food and beverage at our PPP Company-owned stores.

Labor expenses, as a percentage of Total company store sales, were 27.6% in the third quarter of 2015 compared to 28.8% in the third quarter of 2014. The decrease in labor expenses on a percentage basis in the third quarter of 2015 reflects an increase in revenues that outpaced our increase in labor expenses as we were able to minimize additional labor hours required to serve the increased number of guests visiting our stores.

Advertising Expense

Advertising expense increased slightly from $10.1 million in the third quarter of 2014 to $10.3 million in the third quarter of 2015. The third quarter of 2015 reflects an increase in costs as a result of PPP, which was acquired in October 2014 and therefore not included in the third quarter of 2014, and an increase in digital advertising, partially offset by a decrease in national television advertising and production costs in the third quarter of 2015.

General and Administrative Expenses

General and administrative expenses were $16.1 million in the third quarter of 2015 compared to $13.8 million in the third quarter of 2014. The increase in general and administrative expenses is due to legal fees related to Merger and labor-related litigation, costs related to the relocation of our corporate offices, PPP integration costs and incremental general and administrative expenses for PPP, which was acquired in October 2014 and therefore not included in the third quarter of 2014.

Transaction and Severance Costs

Transaction and severance costs were $0.3 million in the third quarter of 2015 compared to $5.7 million in the third quarter of 2014. The transaction and severance costs in the third quarter of 2014 primarily related to the Sale Leaseback completed in August 2014.

Income Taxes

We recorded an effective income tax rate of 32.0% for the third quarter of 2015 compared to an effective income tax rate of 34.3% for the third quarter of 2014. Our effective tax rates differ from the statutory tax rate in the current period primarily due to the unfavorable impact of non-deductible Merger-related litigation costs.

Successor 2015 Period (Nine months ended September 27, 2015) Compared to Successor 2014 Period (226 day period endedSeptember 28, 2014) and Predecessor 2014 Period (47 day period endedFebruary 14, 2014)

Revenues

Total company store sales were $686.3 million in the Successor 2015 Period, compared to $524.3 million in the Successor 2014 period and $113.6 million in the Predecessor 2014 period. Total company store sales in the Successor 2015 period reflect revenues from Peter Piper branded stores of $46.7 million. Total company store sales in the Successor 2015 period reflect a 0.9%decrease in Chuck E. Cheese’s comparable store sales when compared to the Successor 2014 period and Predecessor 2014 period. The PPP Company-owned stores achieved comparable store sales growth of 5.7% for the nine months endedSeptember 27, 2015 compared to the nine months endedSeptember 28, 2014. Franchise fees and royalties were $13.2 million in the Successor 2015 Period compared to $3.5 million in the Successor 2014 period and $0.7 million in the Predecessor 2014 period. The increase in the Successor 2015 period was primarily due to an increase in the number of Chuck E. Cheese’s franchise stores and franchise fees and royalties from our PPP franchise stores of $6.9 million.

Company Store Operating Costs

The cost of food, beverage, entertainment and merchandise, as a percentage of Total company store sales, was 14.8% in the Successor 2015 period, 14.2% in the Successor 2014 period and 14.1% in the Predecessor 2014 period. The Successor 2015 period includes the addition of PPP Company-owned stores, which have higher cost margins than our existing Chuck E. Cheese’s Company-owned stores due to the higher mix of food and beverage at our PPP Company-owned stores.

.

36

Labor expenses, as a percentage of Total company store sales, were 27.2% in the Successor 2015 period, 27.4% in the Successor 2014 period and 28.2% in the Predecessor 2014 period. The Successor 2015 period reflects improved labor management offset by an increase in minimum wage rates in certain states over the past year.

Advertising Expense

Advertising expense was $36.3 million in the Successor 2015 period, $24.8 million in the Successor 2014 period and $5.9 million in the Predecessor 2014 period. The Successor 2015 period reflects an increase in advertising directed to Moms, advertising to support our new menu launch, and an increase in advertising agency fees in connection with our transition in the second quarter of 2015 to new advertising agencies for our Chuck E. Cheese’s stores. Advertising expense also increased as a result of PPP, which was acquired in October 2014 and therefore not included in the Successor 2014 period and Predecessor 2014 period.

General and administrative expenses

General and administrative expenses were $52.2 million in the Successor 2015 period, $32.6 million in the Successor 2014 period and $8.0 million in the Predecessor 2014 period. The increase in general and administrative expenses in the Successor 2015 period is primarily due to an increase in legal fees related to Merger and labor-related litigation, costs related to the relocation of our corporate offices, PPP integration costs, and incremental general and administrative expenses for PPP, which was acquired in October 2014 and therefore not included in the Successor 2014 period and Predecessor 2014 period.

Transaction and Severance Costs

Transaction and severance costs were $0.4 million in the Successor 2015 period, $43.3 million in the Successor 2014 period and $11.6 million in the Predecessor 2014 period. The Transaction and severance costs in the Successor 2014 period include transaction costs of $37.3 million related to the Merger and the Sale Leaseback and employee benefits of $6.0 million related to the departure of our Chairman and Chief Executive Officer as a result of the Merger. The Transaction and severance costs in the Predecessor 2014 period include $11.1 million in accelerated stock-based compensation costs also related to the Merger.

Income Taxes

Our effective income tax rate was 66.8% in the Successor 2015 period, 28.4% in the Successor 2014 period and 59.1% in the Predecessor 2014 period. Our effective tax rates differ from the statutory tax rate primarily due to the unfavorable impact of non-deductible costs related to the Merger and Merger-related litigation.

Financial Condition, Liquidity and Capital Resources

Overview of Liquidity

We finance our business activities through cash flows provided by our operations. The primary components of working capital are as follows:

• our store customers pay for their purchases in cash or credit cards at the time of the sale and the cash from these sales is typically received before our related accounts payable to suppliers and employee payroll becomes due;

• frequent inventory turnover results in a limited investment required in inventories; and

• our accounts payable are generally due within five to 30 days.

As a result of these factors, our requirement for working capital is not significant and we are able to operate with a net working capital deficit (current liabilities in excess of current assets).

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Sources and Uses of Cash

The following tables present summarized consolidated cash flow information that we believe is helpful in evaluating our liquidity and capital resources as of and for the periods presented:

	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
	(in thousands)
Net cash provided by operating activities	$	88,298		$	37,462		$	22,314
Net cash used in investing activities	(60,180		)	(986,943		)	(9,659		)
Net cash provided by (used in) financing activities	(77,238		)	1,171,359			(13,844		)
Effect of foreign exchange rate changes on cash	(977		)	(77		)	(313		)
Change in cash and cash equivalents	$	(50,097	)	$	221,801		$	(1,502	)
Interest paid	$	53,868		$	29,914		$	938
Income taxes paid (refunded), net	$	13,142		$	22,777		$	(79	)

	Successor
	September 27, 2015		December 28, 2014
	(in thousands)
Cash and cash equivalents	$	60,897	$	110,994
Term loan facility, net of unamortized original issue discount	$	747,578	$	752,873
Senior notes	$	255,000	$	255,000
Note payable	$	80	$	113
Available unused commitments under revolving credit facility	$	139,100	$	139,100

Our cash and cash equivalents totaled $60.9 million and $111.0 million as of September 27, 2015 and December 28, 2014, respectively. Cash and cash equivalents as of September 27, 2015 and December 28, 2014 includes $6.2 million and $7.3 million, respectively, of undistributed income from our Canadian subsidiary that we consider to be permanently invested.

Sources and Uses of Cash - Successor 2015 Period Compared to Successor 2014 period and Predecessor 2014 period

Net cash provided by operating activities was $88.3 million in the Successor 2015 period, $37.5 million in the Successor 2014 period and $22.3 million in the Predecessor 2014 period. The Successor 2014 period reflects the impact of transaction and severance costs that were expensed in connection with the Merger, as well as an increase in interest expense related to the new debt issued in connection with the Merger. The net cash provided by operating activities in the Predecessor 2014 period also reflects the impact of transaction costs expensed in connection with the Merger.

Net cash used in investing activities was $60.2 million in the Successor 2015 period, $986.9 million in the Successor 2014 period and $9.7 million in the Predecessor 2014 period. The net cash used in investing activities in the Successor 2014 period relates primarily to consideration paid in connection with the Merger of $946.9 million.

Net cash (used in) provided by financing activities was $(77.2) million in the Successor 2015 period, $1,171.4 million in the Successor 2014 period and $(13.8) million in the Predecessor 2014 period. In the third quarter of 2015, we declared and paid a dividend of $70.0 million which is reflected as cash used in financing activities in the Successor 2015 period along with principal payments relating to the term loan and other lease related obligations.The cash provided by financing activities in the Successor 2014 period relates primarily to the proceeds from the issuance of debt of $1,011.2 million and the Apollo equity contribution of $350.0 million in connection with the Merger, partially offset by the repayment of the Predecessor facility of $348.0 million.

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Debt Financing

Secured Credit Facilities

Our Secured Credit Facilities include a $760.0 million term loan facility with a maturity date of February 14, 2021 (the “term loan facility”) and a $150.0 million senior secured revolving credit facility with a maturity date of February 14, 2019, which includes a letter of credit sub-facility and a $30.0 million swingline loan sub-facility (the “revolving credit facility”). The Secured Credit 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 balance paid at maturity. As of both September 27, 2015 and December 28, 2014, we had no borrowings outstanding under the revolving credit facility, and we had $10.9 million of letters of credit issued but undrawn under the facility.

All borrowings under our revolving credit facility are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties.

On February 14, 2014, we received proceeds on the term loan facility of $756.2 million, net of original issue discount of $3.8 million, which were used to fund a portion of the Acquisition. We paid $17.8 million and $3.4 million in debt issuance costs related to the term loan facility and revolving credit facility, respectively, which we capitalized in “Deferred financing costs, net” on our Consolidated Balance Sheets. The original issue discount and deferred financing costs are amortized over the lives of the facilities and are included in “Interest expense” on our Consolidated Statements of Earnings.

Borrowings under the Secured Credit Facilities bear interest at a rate equal to, at our option, either (a) a London Interbank Offered Rate (“LIBOR”) determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowings, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans or (b) a base rate determined by reference to the highest of (i) the federal funds effective rate plus 0.50%; (ii) the prime rate of Deutsche Bank AG New York Branch; and (iii) the one-month adjusted LIBOR plus 1.00%; in each case plus an applicable margin. The applicable margin for borrowings under our term loan facility is subject to one step down based on our first lien senior secured leverage ratio. As of the quarter ended September 28, 2014, we achieved a first lien senior secured leverage ratio of less than 3.25 to 1.00, and as a result, the applicable margin under the term loan facility stepped down from 3.25% to 3.00% with respect to LIBOR borrowings and stepped down from 2.25% to 2.00% with respect to base rate borrowings. During the fourth quarter of 2015, the applicable margin will return to its previous level. During the nine months endedSeptember 27, 2015, the federal funds rate ranged from 0.06% to 0.15%, the prime rate was 3.25% and the one-month LIBOR ranged from 0.17% to 0.22%.

In addition to paying interest on outstanding principal under the Secured Credit Facilities, we are required to pay a commitment fee under the revolving credit facility in respect of the unutilized commitments thereunder. The applicable margin for borrowings under the revolving credit facility is subject to two step-downs based on our first lien senior secured leverage ratio. As of the quarter ended September 28, 2014, we achieved a first lien senior secured leverage ratio of less than 3.25 to 1.00, and as a result the applicable margin relating to the commitment fee owed in relation to our revolving credit and letters of credit facility stepped down from 0.50% to 0.375%. During the fourth quarter of 2015, the applicable margin will return to its previous level. We are also required to pay customary agency fees, as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee computed at a rate equal to 0.125% per annum on the daily stated amount of each letter of credit.

The weighted average effective interest rate incurred on our borrowings under our Secured Credit Facilities was 4.6% for the nine months endedSeptember 27, 2015 and 4.8% for the 226 day period endedSeptember 28, 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.

Our revolving credit facility includes a springing financial maintenance covenant that requires our net first lien senior secured leverage ratio not to exceed 6.25 to 1.00 (the ratio of consolidated net debt secured by first-priority liens on the collateral to last twelve month’s EBITDA, as defined in the Senior Credit Facilities). The covenant will be tested quarterly when the revolving credit facility is more than 30% drawn (excluding outstanding letters of credit) and will be a condition to drawings under the revolving credit facility that would result in more than 30% drawn thereunder. As of September 27, 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.

The Secured Credit Facilities also contain customary affirmative covenants and events of default, and the negative covenants 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; enter into sale-leaseback transactions; change our lines of business; restrict dividends from our subsidiaries or restrict liens; change our fiscal year; and modify the terms of certain debt or organizational agreements.

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All obligations under the Secured Credit Facilities are unconditionally guaranteed by Parent on a limited-recourse basis and each of our existing and future direct and indirect material, wholly-owned domestic subsidiaries, subject to certain exceptions. The obligations are secured by a pledge of our capital stock and substantially all of our assets and those of each subsidiary guarantor, including capital stock of the subsidiary guarantors and 65% of the capital stock of the first-tier foreign subsidiaries that are not subsidiary guarantors, in each case subject to exceptions. Such security interests will consist of a first priority lien with respect to the collateral.

Senior Unsecured Debt

Our Senior Unsecured debt consists of $255.0 million aggregate principal amount borrowings of 8.000% Senior Notes due 2022 (the “senior notes”) bearing interest at a rate of 8.000% per year and maturing on February 15, 2022. The senior notes are registered under the Securities Act, do not bear legends restricting their transfer and are not entitled to registration rights under our registration rights agreement. On or after February 15, 2017, we may redeem some or all of the senior notes at certain redemption prices set forth in the indenture governing the senior notes (the “indenture”). Prior to February 15, 2017, we may redeem (i) up to 40% of the original aggregate principal amount of the senior notes with the net cash proceeds of one or more equity offerings at a price equal to 108% of the principal amount thereof, plus accrued and unpaid interest, or (ii) some or all of the notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, plus the applicable “make-whole” premium set forth in the indenture.

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

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

The indenture contains restrictive covenants that limit our ability to, among other things: 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 nine months endedSeptember 27, 2015 and 8.3% for the 226 day period endedSeptember 28, 2014, which included amortization of debt issuance costs and other fees related to our senior notes.

Capital Expenditures

We intend to continue to focus our future capital expenditures on reinvestment into our existing Company-owned Chuck E. Cheese’s and PPP stores through various planned capital initiatives and the development or acquisition of additional Company-owned stores. During the first nine months of 2015, we completed 189 game enhancements, 22 major remodels and one store expansion, and we opened three new domestic Company-owned Chuck E. Cheese’s stores, including one relocated store. We have funded and continue to fund our capital expenditures through existing cash flows from operations. Capital expenditures in the first nine months of 2015 totaled approximately $59.8 million.

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The following table reconciles the approximate total capital spend by initiative to our Consolidated Statements of Cash Flows for the periods presented:

	Successor				Predecessor
	Nine Months Ended		For the 226 Day Period Ended		For the 47 Day Period Ended
	September 27, 2015		September 28, 2014		February 14, 2014
	(in thousands)
Growth capital spend (1)	$	26,202	$	19,312	$	5,102
Maintenance capital spend (2)	25,403		19,660		4,608
IT capital spend	8,173		976		—
Total Capital Spend	$	59,778	$	39,948	$	9,710

__________________

(1)    Growth capital spend includes major remodels, store expansions, major attractions and new store development, including relocations and franchise

acquisitions.

(2)    Maintenance capital spend includes game enhancements, general store capital expenditures and corporate capital expenditures.

We currently estimate our capital expenditures in 2015 will total approximately $85 million. These capital expenditures consist of the following: (i) approximately $30 million for maintenance capital which includes game enhancements and general store maintenance capital expenditures; (ii) approximately $15 million for investments in one-time information technology initiatives, which include adding Wi-Fi to all of our stores, enhancing our financial and HR systems, and introducing a new labor management system; and (iii) approximately $40 million for various growth initiatives, including new store openings, relocations, expansions and major remodels. We expect to fund our capital expenditures through cash flows from operations and existing cash on hand.

Off-Balance Sheet Arrangements and Contractual Obligations

As of September 27, 2015, we had no off-balance sheet financing arrangements as described in Regulation S-K Item 303(a)(4)(ii).

For information regarding our contractual obligations, refer to “Off Balance Sheet Arrangements and Contractual Obligations” in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014, filed with the SEC on March 5, 2015.

See further discussion of our indebtedness and future debt obligations in “Financial Condition, Liquidity and Capital Resources - Debt Financing” of this report. There have been no other material changes to our contractual obligations since December 28, 2014.

Critical Accounting Policies and Estimates

Information with respect to our critical accounting policies and estimates, which we believe could have the most significant effect on our reported consolidated results and require difficult, subjective or complex judgment by management are described under “Critical Accounting Policies and Estimates” in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014, filed with the SEC on March 5, 2015. As of September 27, 2015, there has been no material change to the information concerning our critical accounting policies and estimates.

Recently Issued Accounting Guidance

Refer to Note 1 “Description of Business and Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in Part I, Item 1. “Financial Statements” of this Periodic Report for a description of recently issued accounting guidance.

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Non-GAAP Financial Measures

Adjusted EBITDA, a measure used by management to assess operating performance, is defined as Earnings Before Interest, Taxes, Depreciation and Amortization adjusted to exclude unusual items and other adjustments required or permitted in calculating covenant compliance under the indenture and/or the Secured Credit Facilities.

We have provided Adjusted EBITDA in this report because we believe it provides investors with additional information to measure our performance. We believe that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future, as well as other items. Further, we believe Adjusted EBITDA provides a meaningful measure of operating profitability because we use it for evaluating our business performance and understanding certain significant items.

Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA varies from others in our industry. Adjusted EBITDA should not be considered as an alternative to operating income or any other performance measures derived in accordance with GAAP as measures of operating performance, or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. For example, Adjusted EBITDA:

• excludes certain tax payments that may represent a reduction in cash available to us;

• does not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

• does not reflect changes in, or cash requirements for, our working capital needs;

• does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

• does not include one-time expenditures;

• excludes the impairment of Company-owned stores or impairments of long-lived assets and gains or losses upon disposal of property or equipment;

• excludes non-cash equity based compensation expense;

• reflects the removal of the non-cash portion of rent expense relating to the impact of straight-line rent and the amortization of cash incentives and allowances received from landlords, plus the actual cash received from landlords incentives and allowances in the period;

• reflects franchise fees received on a cash basis post-acquisition;

• excludes the purchase accounting impact to unearned revenue at the time of the acquisition;

• excludes start-up and marketing costs incurred prior to the opening of new Company-owned stores;

• excludes non-recurring income and expenses primarily related to (i) non-recurring franchise fee income; (ii) severance costs; (iii) integration costs in connection with acquisitions; (iv) employee and other legal claims and settlements; (v) costs incurred in connection with the relocation of our corporate offices; (vi) actual cash landlord incentives received on our new corporate offices; (vii) sales and use tax refunds; (viii) miscellaneous professional fees; and (ix) certain insurance recoveries relating to prior year expense;

• includes estimated cost savings, including some adjustments not permitted under Article 11 of Regulation S-X; and

• does not reflect the impact of earnings or charges resulting from matters that we, the initial purchasers of the senior notes, the current holders of the senior notes or the lenders under the Secured Credit Facilities may consider not to be indicative of our ongoing operations.

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Our definition of Adjusted EBITDA allows us to add back certain non-cash and non-recurring charges or costs that are deducted in calculating Net income. However, these are expenses that may recur, vary greatly and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes. Because of these limitations, we rely primarily on our GAAP results and use Adjusted EBITDA only as supplemental information.

	Successor
	Three Months Ended
	September 27, 2015			September 28, 2014
	(in thousands)
Total revenues	$	221,937		$	199,689
Net income (loss) as reported	$	(3,202	)	$	(13,279	)
Interest expense	17,209			15,974
Income tax expense (benefit)	(1,508		)	(6,936		)
Depreciation and amortization	29,350			32,143
Non-cash impairments, gain or loss on disposal (1)	2,700			2,672
Non-cash stock-based compensation (2)	164			191
Rent expense book to cash (3)	2,468			2,008
Franchise revenue, net cash received (4)	386			2,104
Impact of purchase accounting (5)	249			610
Store pre-opening costs (6)	178			(22		)
One-time items (7)	4,941			8,546
Cost savings initiatives (8)	505			529
Adjusted EBITDA	$	53,440		$	44,540
Adjusted EBITDA as a percent of total revenues	24.1		%	22.3		%

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	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
	(in thousands)
Total revenues	$	699,523		$	527,839		$	114,243
Net income (loss) as reported	$	1,648		$	(39,935	)	$	704
Interest expense	52,031			43,256			1,151
Income tax expense (benefit)	3,319			(15,834		)	1,018
Depreciation and amortization	89,597			85,383			9,883
Non-cash impairments, gain or loss on disposal (1)	5,742			5,223			294
Non-cash stock-based compensation (2)	733			191			12,639
Rent expense book to cash (3)	6,649			8,469			(1,190		)
Franchise revenue, net cash received (4)	321			2,204			—
Impact of purchase accounting (5)	597			1,023			—
Store pre-opening costs (6)	539			485			131
One-time items (7)	12,546			46,532			(165		)
Cost savings initiatives (8)	1,505			1,696			502
Adjusted EBITDA	$	175,227		$	138,693		$	24,967
Adjusted EBITDA as a percent of total revenues	25.0		%	26.3		%	21.9		%

__________________

(1) Relates primarily to (i) the impairment of Company-owned stores or impairments of long lived assets and (ii) gains or losses upon disposal of property or equipment.

(2) Represents non-cash equity-based compensation expense.

(3) Represents (i) the removal of the non-cash portion of rent expense relating to the impact of straight-line rent and the amortization of cash incentives and allowances received from landlords, plus (ii) the actual cash received from landlords incentives and allowances in the period in which it was received.

(4) Represents the actual cash received for franchise fees received in the period for post-acquisition franchise development agreements, which are not recorded as revenue until the franchise store is opened.

(5) Represents revenue related to unearned gift cards and unearned franchise fees that were removed in purchase accounting, and therefore were not recorded as revenue.

(6) Relates to start-up and marketing costs incurred prior to the opening of new Company-owned stores and generally consists of payroll, recruiting, training, supplies and rent incurred prior to store opening.

(7) Represents non-recurring income and expenses primarily related to (i) transaction costs associated with the Merger; (ii) severance expense and executive termination benefits; (iii) integration costs in connection with the PPP Acquisition; (iv) employee and other legal claims and settlements; (v) costs inccurred in connection with the relocation of our corporate offices; (vi) actual cash landlord incentives received on our new coporate offices; (vii) sales and use tax refunds; (viii) miscellaneous professional fees; and (ix) certain insurance recoveries relating to prior year expense.

(8) Relates to estimated net cost savings primarily from (i) the change from public to private ownership upon the closing of the Acquisition and elimination of public equity securities, with reductions in investor relations activities, directors fees and certain legal and other securities and filing costs; (ii) the full-year effect of cost savings initiatives implemented by the Company in 2013; (iii) the estimated effect of cost savings following the Acquisition from participation in Sponsor-leveraged purchasing programs including various supplies, travel and communications purchasing categories; (iv) the net impact of labor savings associated with changes in management; (v) cost savings in connection with the relocation of the Company’s corporate offices in 2015; (vi) labor savings associated with planned headcount reductions in 2015; (vii) estimated cost savings associated with the integration of PPP; (viii) the full-year effect of costs savings associated with upgrades to our telephone communication systems; and net of (ix) the estimated incremental costs associated with our new IT systems and post-closing insurance arrangements.

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Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this report, other than historical information, may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and are subject to various risks, uncertainties and assumptions. Statements that are not historical in nature, and which may be identified by the use of words such as “may,” “should,” “could,” “believe,” “predict,” “potential,” “continue,” “plan,” “intend,” “expect,” “anticipate,” “future,” “project,” “estimate” and similar expressions (or the negative of such expressions) are forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future events and, therefore, involve a number of assumptions, risks and uncertainties, including the risk factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 28, 2014, filed with the SEC on March 5, 2015. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ from those anticipated, estimated or expected. Factors that could cause actual results to differ materially from those contemplated by forward-looking statements include, but are not limited to:

• The success of our capital initiatives, including new store development and existing store evolution;

• Our ability to successfully implement our marketing strategy;

• Competition in both the restaurant and entertainment industries;

• Changes in consumer discretionary spending;

• Impacts on our business and financial results from economic uncertainty in the United States and Canada;

• Negative publicity concerning food quality, health, general safety and other issues;

• Expansion in international markets;

• Our ability to successfully integrate the operations of companies we acquired;

• Our ability to generate sufficient cash flow to meet our debt service payments;

• Increases in food, labor and other operating costs;

• Disruptions of our information technology systems and technologies;

• Changes in consumers’ health, nutrition and dietary preferences;

• Any disruption of our commodity distribution system;

• Our dependence on a limited number of suppliers for our games, rides, entertainment-related equipment, redemption prizes and merchandise;

• Product liability claims and product recalls;

• Government regulations;

• Litigation risks;

• Adverse effects of local conditions, natural disasters and other events;

• Existence or occurrence of certain public health issues;

• Fluctuations in our quarterly results of operations due to seasonality;

• Inadequate insurance coverage;

• Loss of certain key personnel;

• Our ability to adequately protect our trademarks or other proprietary rights;

• Risks in connection with owning and leasing real estate; and

• Litigation risks associated with our merger.

The forward-looking statements made in this report relate only to events as of the date on which the statements are made in this report. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements are made in this report or to reflect the occurrence of unanticipated events.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to various types of market risk in the normal course of business, including the impact of interest rates, commodity price changes and foreign currency fluctuation.

Interest Rate Risk

We are exposed to market risk from changes in the variable interest rates related to borrowings from our Secured Credit Facilities. All of our borrowings outstanding under the Secured Credit Facilities as of September 27, 2015 of $750.5 million accrue interest at variable rates. Assuming the revolving credit facility remains undrawn, each 1% change in assumed interest rates, excluding the impact of our 1% interest rate floor, would result in a $7.5 million change in annual interest expense on indebtedness under the Secured Credit Facilities.

Commodity Price Risk

We are exposed to commodity price changes related to certain food products that we purchase, primarily related to the prices of cheese and dough, which can vary throughout the year due to changes in supply, demand and other factors. We have not entered into any hedging arrangements to reduce our exposure to commodity price volatility associated with such commodity prices; however, we typically enter into short-term purchasing contracts, which may contain pricing arrangements designed to minimize the impact of commodity price fluctuations, and derivative instruments such as futures contracts to mitigate our exposure to commodity price fluctuations. For the three months endedSeptember 27, 2015 and September 28, 2014, the average cost of a block of cheese was $1.82 and $2.08, respectively. The estimated increase in our food costs from a hypothetical 10% increase in the average cost of a block of cheese would have been $0.3 million and $0.3 million for the three months endedSeptember 27, 2015 and September 28, 2014, respectively. For the three months endedSeptember 27, 2015 and September 28, 2014, the average cost of dough per pound was $0.46 and $0.50, respectively. The estimated increase in our food costs from a hypothetical 10% increase in the average cost of dough per pound would have been $0.1 million and $0.1 million for the three months endedSeptember 27, 2015 and September 28, 2014, respectively. For the nine months endedSeptember 27, 2015, the 226 day period endedSeptember 28, 2014 and the 47 day period endedFebruary 14, 2014 the average cost of a block of cheese was $1.73, $2.31 and $2.43, respectively. The estimated increase in our food costs from a hypothetical 10% increase in the average cost of a block of cheese would have been $1.0 million, $1.0 million and $0.3 million for the nine months endedSeptember 27, 2015, the 226 day period endedSeptember 28, 2014 and the 47 day period endedFebruary 14, 2014, respectively. For the nine months endedSeptember 27, 2015, the 226 day period endedSeptember 28, 2014 and the 47 day period endedFebruary 14, 2014 the average cost of dough per pound was $0.48, $0.50 and $0.50, respectively. The estimated increase in our food costs from a hypothetical 10% increase in the average cost of dough per pound would have been $0.4 million, $0.3 million and $0.1 million for the nine months endedSeptember 27, 2015, the 226 day period endedSeptember 28, 2014 and the 47 day period endedFebruary 14, 2014, respectively.

Foreign Currency Risk

We are exposed to foreign currency fluctuation risk associated with changes in the value of the Canadian dollar relative to the United States dollar as we operate a total of 13 Company-owned stores in Canada. For the three and nine months endedSeptember 27, 2015 our Canadian stores generated an operating loss of $0.9 million and $0.3 million, respectively, compared to our consolidated operating income of $12.5 million and $57.0 million, respectively.

Changes in the currency exchange rate result in cumulative translation adjustments and are included in “Accumulated other comprehensive income (loss)” on our Consolidated Balance Sheets and potentially result in transaction gains or losses, which are included in our earnings. The low and high currency exchange rates for a Canadian dollar into a United States dollar for the nine months endedSeptember 27, 2015 were $0.750 and $0.862, respectively. A hypothetical 10% devaluation in the average quoted U.S. dollar-equivalent of the Canadian dollar exchange rate during the three and nine months endedSeptember 27, 2015 would have decreased our reported consolidated operating results by less than $0.1 million and $(0.1) million, respectively.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures were effective as of September 27, 2015 to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, was (a) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (b) accumulated and communicated to our

management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarterly period covered by this report there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings.

Refer to Note 7 “Commitments and Contingencies” to our Consolidated Financial Statements included in Part I, Item 1. “Financial Statements” of this Periodic Report for a discussion of our legal proceedings.

ITEM 1A. Risk Factors.

We believe there have been no material changes in our risk factors from those disclosed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 28, 2014, filed with the SEC on March 5, 2015.

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

NONE.

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ITEM 6. Exhibits.

EXHIBIT INDEX

Exhibit Number	Description
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS†	XBRL Instance Document
101.SCH†	XBRL Taxonomy Extension Schema Document
101.CAL†	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†	XBRL Taxonomy Extension Label Linkbase Document
101.PRE†	XBRL Taxonomy Extension Presentation Linkbase Document

 __________________

*Filed herewith.

**    Furnished herewith.

† Pursuant to Item 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

48

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CEC ENTERTAINMENT, INC.
November 4, 2015	By:	/s/ Temple H. Weiss
		Temple H. Weiss
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)
November 4, 2015		/s/ Laurie E. Priest
		Laurie E. Priest
		Vice President, Controller
		(Principal Accounting Officer)

49

EXHIBIT INDEX

Exhibit Number	Description
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS†	XBRL Instance Document
101.SCH†	XBRL Taxonomy Extension Schema Document
101.CAL†	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†	XBRL Taxonomy Extension Label Linkbase Document
101.PRE†	XBRL Taxonomy Extension Presentation Linkbase Document

__________________

*Filed herewith.

**    Furnished herewith.

† Pursuant to Item 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a – 14(a)/15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(Chief Executive Officer)

I, Thomas Leverton, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended September 27, 2015 of CEC Entertainment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 4, 2015	/s/ Thomas Leverton
	Thomas Leverton
	Chief Executive Officer and Director

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a – 14(a)/15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(Chief Financial Officer)

I, Temple H. Weiss, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended September 27, 2015 of CEC Entertainment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 4, 2015	/s/ Temple H. Weiss
	Temple H. Weiss
	Executive Vice President, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(Chief Executive Officer)

In connection with the Quarterly Report of CEC Entertainment, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended September 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 4, 2015	/s/ Thomas Leverton
	Thomas Leverton
	Chief Executive Officer and Director

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(Chief Financial Officer)

In connection with the Quarterly Report of CEC Entertainment, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended September 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 4, 2015	/s/ Temple H. Weiss
	Temple H. Weiss
	Executive Vice President, Chief Financial Officer

XML

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 27, 2015	Dec. 28, 2014
Successor [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 645,365	$ 681,972

XML

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		7 Months Ended		9 Months Ended
		Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Sep. 28, 2014		Sep. 27, 2015
Successor [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation costs			$ 166	$ 197	$ 197		$ 742
Portion capitalized as property and equipment	[1]		(2)	(6)	(6)		(9)
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			164	$ 191	191		733
Tax benefit recognized from stock-based compensation awards					$ 5,043	[2]	0
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options			$ 2,800				$ 2,800
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 226 day period ended September 28, 2014, as such tax benefits are deductible for income tax purposes on the Successor tax return for fiscal year 2014.

XML

Fair Value of Financial Instruments (Details) - Successor [Member] - USD ($) $ in Thousands	Sep. 27, 2015	Dec. 28, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Bank indebtedness and other long-term debt, less current portion	$ 993,110	$ 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	$ 975,178	$ 974,084

XML

Stockholders' Equity - Summary of Changes In Stockholders' Equity (Details) - USD ($)	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Sep. 28, 2014	Sep. 27, 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		$ (2,812,000)			(2,812,000)
Beginning Balance					292,586,000
Equity contribution				$ 350,000,000	0
Net income (loss)		(3,202,000)	$ (13,279,000)	(39,935,000)	1,648,000
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax		(1,034,000)	(652,000)	(151,000)	(1,899,000)
Total components of other comprehensive income (loss), net of tax		(1,034,000)	$ (652,000)	$ (151,000)	(1,899,000)
Stock-based compensation costs					742,000
Dividends					(70,000,000)
Common Stock, Value, Issued ending balance		0			0
Capital in excess of par value ending balance		356,329,000			356,329,000
Retained earnings ending balance		(130,440,000)			(130,440,000)
Accumulated other comprehensive income ending balance					(913,000)
Ending Balance		$ 223,077,000			$ 223,077,000
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					742,000
Capital in excess of par value ending balance		356,329,000			356,329,000
Successor [Member] | Retained Earnings [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retained earnings ending balance		(130,440,000)			(130,440,000)
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					(1,899,000)
Successor [Member] | Accumulated Other Comprehensive Income (Loss) [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated other comprehensive income beginning balance		$ (2,812,000)			$ (2,812,000)
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)

XML

Indebtedness and Interest Expense - Schedule of Debt Obligations (Details) - Successor [Member] - USD ($) $ in Thousands	Sep. 27, 2015	Dec. 28, 2014
Debt Instrument [Line Items]
Long-term debt, gross	$ 1,005,580	$ 1,011,313
Unamortized original issue discount	(2,922)	(3,327)
Current portion	(9,548)	(9,545)
Bank indebtedness and other long-term debt, less current portion	$ 993,110	$ 998,441

XML

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, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	$ 514,840
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			$ 54.00
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

XML

Condensed Consolidating Schedules - P&L (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Sep. 28, 2014	Sep. 27, 2015	Dec. 28, 2014	Dec. 29, 2013
Predecessor [Member]
Condensed Financial Statements, Captions [Line Items]
Payments to acquire franchisee	$ 0
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	0
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
Asset Impairment Charges	0
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]
Payments to acquire franchisee				$ 1,529	$ 0
Intangible assets, net		$ 489,149			489,149	$ 491,400
Proceeds from sale of property and equipment				350	261
Repayments of Senior Debt				1,900	5,700
Net Cash Provided by (Used in) Operating Activities				37,462	88,298
Payments to Acquire Predecessor, Gross				(946,898)	0
Intercompany Note, Investing				0	0
Payments for (Proceeds from) Other Investing Activities				0	0
Net Cash Provided by (Used in) Investing Activities				(986,943)	(60,180)
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				(204)	(308)
Payments of Dividends				(890)	(70,000)
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				1,171,359	(77,238)
Effect of foreign exchange rate changes on cash				(77)	(977)
Change in cash and cash equivalents				221,801	(50,097)
REVENUES:
Food and beverage sales		98,243	$ 82,271	224,197	308,924
Entertainment and merchandise sales		118,753	115,885	300,149	377,358
Total company store sales		216,996	198,156	524,346	686,282
Franchise fees and royalties		4,941	1,533	3,493	13,241
International Association assessments and other fees		0	0	0	0
Total revenues		221,937	199,689	527,839	699,523
Company store operating costs:
Cost of food and beverage (exclusive of items shown separately below)		25,032	21,167	57,250	78,209
Cost of entertainment and merchandise (exclusive of items shown separately below)		7,863	6,669	17,426	23,399
Total cost of food, beverage, entertainment and merchandise		32,895	27,836	74,676	101,608
Labor expenses		59,998	57,086	143,781	186,405
Depreciation and amortization		28,394	31,622	84,141	86,606
Other store operating expenses		36,587	35,123	84,101	105,435
Total company store operating costs		181,853	174,254	439,711	552,752
Other costs and expenses:
Advertising expense		10,292	10,114	24,802	36,339
General and administrative expenses		16,140	13,820	32,576	52,199
Asset Impairment Charges		875	0	0	875
Transaction and severance costs		278	5,742	43,263	360
Total operating costs and expenses		209,438	203,930	540,352	642,525
Rent expense		23,979	22,587	53,012	72,698
Operating income (loss)		12,499	(4,241)	(12,513)	56,998
Equity in earnings (loss) in affiliates		0	0	0	0
Interest expense (income)		17,209	15,974	43,256	52,031
Income (Loss) from Continuing Operations before Income Taxes, Domestic		(4,710)	(20,215)	(55,769)	4,967
Income tax expense (benefit)		(1,508)	(6,936)	(15,834)	3,319
Net income (loss)		(3,202)	(13,279)	(39,935)	1,648
Components of other comprehensive income (loss), net of tax:
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax		(1,034)	(652)	(151)	(1,899)
Components of other comprehensive income (loss), net of tax:
Total components of other comprehensive income (loss), net of tax		(1,034)	(652)	(151)	(1,899)
Comprehensive income (loss)		(4,236)	(13,931)	(40,086)	(251)
Cash Equivalents, at Carrying Value			240,985	240,985
Cash and cash equivalents		60,897	240,985	240,985	60,897	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	6,653
Cash and cash equivalents	6,651						10,177
Issuer | Successor [Member]
Condensed Financial Statements, Captions [Line Items]
Payments to acquire franchisee				1,529
Intangible assets, net		22,570			22,570	24,649
Proceeds from sale of property and equipment				0
Repayments of Senior Debt				1,900	5,700
Net Cash Provided by (Used in) Operating Activities				93,262	85,511
Intercompany Note, Investing				(41,149)	(2,513)
Payments for (Proceeds from) Other Investing Activities					(261)
Net Cash Provided by (Used in) Investing Activities				(1,021,421)	(51,847)
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				(375,539)	0
Repayments of Long-term Capital Lease Obligations				(204)	(306)
Payments of Dividends				(890)	(70,000)
Excess tax benefit realized from stock-based compensation				5,043
Net Cash Provided by (Used in) Financing Activities				1,143,820	(77,202)
Effect of foreign exchange rate changes on cash				0	0
Change in cash and cash equivalents				215,661	(43,538)
REVENUES:
Food and beverage sales		83,524	80,296	219,044	266,931
Entertainment and merchandise sales		112,266	112,560	292,064	357,509
Total company store sales		195,790	192,856	511,108	624,440
Franchise fees and royalties		493	526	1,452	1,794
International Association assessments and other fees		250	5,002	10,502	762
Total revenues		196,533	198,384	523,062	626,996
Company store operating costs:
Cost of food and beverage (exclusive of items shown separately below)		21,459	20,575	55,705	67,179
Cost of entertainment and merchandise (exclusive of items shown separately below)		7,293	6,566	17,013	21,620
Total cost of food, beverage, entertainment and merchandise		28,752	27,141	72,718	88,799
Labor expenses		54,890	55,414	139,673	171,075
Depreciation and amortization		26,911	30,673	81,874	81,799
Other store operating expenses		34,362	29,028	81,398	99,032
Total company store operating costs		167,020	164,056	426,859	507,398
Other costs and expenses:
Advertising expense		12,368	10,778	28,513	33,506
General and administrative expenses		3,856	10,864	12,886	14,631
Asset Impairment Charges		766			766
Transaction and severance costs		200	5,757	37,271	15
Total operating costs and expenses		184,210	191,455	505,529	556,316
Rent expense		22,105	21,800	51,196	66,693
Operating income (loss)		12,323	6,929	17,533	70,680
Equity in earnings (loss) in affiliates		(605)	(10,913)	(21,779)	(11,406)
Interest expense (income)		16,728	14,955	42,907	50,032
Income (Loss) from Continuing Operations before Income Taxes, Domestic		(5,010)	(18,939)	(47,153)	9,242
Income tax expense (benefit)		(1,808)	(5,660)	(7,218)	7,594
Net income (loss)		(3,202)	(13,279)	(39,935)	1,648
Components of other comprehensive income (loss), net of tax:
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax		(1,034)	(652)	(151)	(1,899)
Components of other comprehensive income (loss), net of tax:
Total components of other comprehensive income (loss), net of tax		(1,034)	(652)	(151)	(1,899)
Comprehensive income (loss)		(4,236)	(13,931)	(40,086)	(251)
Cash and cash equivalents		53,482	222,314	222,314	53,482	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]
Payments to acquire franchisee				0
Intangible assets, net		466,579			466,579	466,751
Proceeds from sale of property and equipment				350
Repayments of Senior Debt				0	0
Net Cash Provided by (Used in) Operating Activities				(68,202)	(1,253)
Intercompany Note, Investing				375,358	6,483
Payments for (Proceeds from) Other Investing Activities					0
Net Cash Provided by (Used in) Investing Activities				372,041	(2,765)
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				44,055	(2,048)
Repayments of Long-term Capital Lease Obligations				0	0
Payments of Dividends				0	0
Excess tax benefit realized from stock-based compensation				0
Net Cash Provided by (Used in) Financing Activities				(303,945)	(2,082)
Effect of foreign exchange rate changes on cash				0	0
Change in cash and cash equivalents				(106)	(6,100)
REVENUES:
Food and beverage sales		13,202	75	196	37,264
Entertainment and merchandise sales		3,808	0	0	11,799
Total company store sales		17,010	75	196	49,063
Franchise fees and royalties		4,438	1,007	2,041	11,437
International Association assessments and other fees		755	398	1,822	2,179
Total revenues		22,203	1,480	4,059	62,679
Company store operating costs:
Cost of food and beverage (exclusive of items shown separately below)		3,061	9	38	9,417
Cost of entertainment and merchandise (exclusive of items shown separately below)		389	(8)	(22)	1,290
Total cost of food, beverage, entertainment and merchandise		3,450	1	16	10,707
Labor expenses		3,751	0	0	11,119
Depreciation and amortization		934	0	0	3,223
Other store operating expenses		2,215	4,336	9,955	6,147
Total company store operating costs		11,593	4,337	9,971	35,244
Other costs and expenses:
Advertising expense		798	0	(17)	3,121
General and administrative expenses		12,154	9,625	21,453	37,168
Asset Impairment Charges		20			20
Transaction and severance costs		78	(15)	5,992	345
Total operating costs and expenses		24,643	13,947	37,399	75,898
Rent expense		1,243	0	0	4,048
Operating income (loss)		(2,440)	(12,467)	(33,340)	(13,219)
Equity in earnings (loss) in affiliates		0	0	0	0
Interest expense (income)		365	(123)	(47)	1,619
Income (Loss) from Continuing Operations before Income Taxes, Domestic		(2,805)	(12,344)	(33,293)	(14,838)
Income tax expense (benefit)		(744)	(1,360)	(9,321)	(4,517)
Net income (loss)		(2,061)	(10,984)	(23,972)	(10,321)
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)		(2,061)	(10,984)	(23,972)	(10,321)
Cash and cash equivalents		327	14	14	327	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	12,411
Cash and cash equivalents	12,413						8,595
Non-Guarantors | Successor [Member]
Condensed Financial Statements, Captions [Line Items]
Payments to acquire franchisee				0
Intangible assets, net		0			0	0
Proceeds from sale of property and equipment				0
Repayments of Senior Debt				0	0
Net Cash Provided by (Used in) Operating Activities				12,402	4,040
Intercompany Note, Investing				0	0
Payments for (Proceeds from) Other Investing Activities					0
Net Cash Provided by (Used in) Investing Activities				(3,354)	(1,598)
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)	(1,922)
Repayments of Long-term Capital Lease Obligations				0	(2)
Payments of Dividends				0	0
Excess tax benefit realized from stock-based compensation				0
Net Cash Provided by (Used in) Financing Activities				(2,725)	(1,924)
Effect of foreign exchange rate changes on cash				(77)	(977)
Change in cash and cash equivalents				6,246	(459)
REVENUES:
Food and beverage sales		1,517	1,900	4,957	4,729
Entertainment and merchandise sales		2,679	3,325	8,085	8,050
Total company store sales		4,196	5,225	13,042	12,779
Franchise fees and royalties		10	0	0	10
International Association assessments and other fees		11,861	10,596	27,964	31,864
Total revenues		16,067	15,821	41,006	44,653
Company store operating costs:
Cost of food and beverage (exclusive of items shown separately below)		512	583	1,507	1,613
Cost of entertainment and merchandise (exclusive of items shown separately below)		181	223	527	489
Total cost of food, beverage, entertainment and merchandise		693	806	2,034	2,102
Labor expenses		1,357	1,672	4,108	4,211
Depreciation and amortization		549	949	2,267	1,584
Other store operating expenses		1,042	1,262	2,654	3,223
Total company store operating costs		4,272	5,476	12,879	13,077
Other costs and expenses:
Advertising expense		8,960	9,709	24,003	31,550
General and administrative expenses		130	329	830	400
Asset Impairment Charges		89			89
Transaction and severance costs		0	0	0	0
Total operating costs and expenses		13,451	15,514	37,712	45,116
Rent expense		631	787	1,816	1,957
Operating income (loss)		2,616	307	3,294	(463)
Equity in earnings (loss) in affiliates		0	0	0	0
Interest expense (income)		116	152	396	380
Income (Loss) from Continuing Operations before Income Taxes, Domestic		2,500	155	2,898	(843)
Income tax expense (benefit)		1,044	84	705	242
Net income (loss)		1,456	71	2,193	(1,085)
Components of other comprehensive income (loss), net of tax:
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax		(1,034)	(652)	(151)	(1,899)
Components of other comprehensive income (loss), net of tax:
Total components of other comprehensive income (loss), net of tax		(1,034)	(652)	(151)	(1,899)
Comprehensive income (loss)		422	(581)	2,042	(2,984)
Cash and cash equivalents		7,088	18,657	18,657	7,088	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
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]
Payments to acquire franchisee				0
Intangible assets, net		0			0	0
Proceeds from sale of property and equipment				0
Repayments of Senior Debt				0	0
Net Cash Provided by (Used in) Operating Activities				0	0
Intercompany Note, Investing				(334,209)	(3,970)
Payments for (Proceeds from) Other Investing Activities					0
Net Cash Provided by (Used in) Investing Activities				(334,209)	(3,970)
Proceeds from secured credit facilities, net of original issue discount				0
Proceeds from senior notes				0
Repayment of Predecessor Facility				0
Intercompany Note, Financing				334,209	3,970
Repayments of Long-term Capital Lease Obligations				0	0
Payments of Dividends				0	0
Excess tax benefit realized from stock-based compensation				0
Net Cash Provided by (Used in) Financing Activities				334,209	3,970
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		(12,866)	(15,996)	(40,288)	(34,805)
Total revenues		(12,866)	(15,996)	(40,288)	(34,805)
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	(112)	(92)	0
Total cost of food, beverage, entertainment and merchandise		0	(112)	(92)	0
Labor expenses		0	0	0	0
Depreciation and amortization		0	0	0	0
Other store operating expenses		(1,032)	497	(9,906)	(2,967)
Total company store operating costs		(1,032)	385	(9,998)	(2,967)
Other costs and expenses:
Advertising expense		(11,834)	(10,373)	(27,697)	(31,838)
General and administrative expenses		0	(6,998)	(2,593)	0
Asset Impairment Charges		0			0
Transaction and severance costs		0		0	0
Total operating costs and expenses		(12,866)	(16,986)	(40,288)	(34,805)
Rent expense		0	0	0	0
Operating income (loss)		0	990	0	0
Equity in earnings (loss) in affiliates		605	10,913	21,779	11,406
Interest expense (income)		0	990	0	0
Income (Loss) from Continuing Operations before Income Taxes, Domestic		605	10,913	21,779	11,406
Income tax expense (benefit)		0	0	0	0
Net income (loss)		605	10,913	21,779	11,406
Components of other comprehensive income (loss), net of tax:
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax		1,034	652	151	1,899
Components of other comprehensive income (loss), net of tax:
Total components of other comprehensive income (loss), net of tax		1,034	652	151	1,899
Comprehensive income (loss)		1,639	$ 11,565	$ 21,930	13,305
Cash and cash equivalents		$ 0			$ 0	$ 0

XML

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 27, 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
	September 27, 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	$	993,110	$	975,178	$	998,441	$	974,084

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Commitments and Contingencies (Details)	Jun. 10, 2014 shares	Jan. 16, 2014 lawsuit	Jul. 21, 2015 lawsuit	Mar. 07, 2014 lawsuit
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

XML

Goodwill and Intangible Assets - Narrative (Details) - USD ($)		2 Months Ended	3 Months Ended			7 Months Ended	9 Months Ended
		Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 27, 2015	Sep. 29, 2013
Favorable Lease Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets		$ 0	$ 500,000	$ 500,000	$ 0	$ 1,100,000	$ 1,500,000	$ 0
Franchise Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets		$ 0	500,000	200,000	$ 0	600,000	$ 1,500,000	$ 0
Successor [Member]
Finite-Lived Intangible Assets [Line Items]
Unfavorable lease amortization period							10 years
Amortization of Intangible Assets						600,000	$ 1,500,000
Successor [Member] | Franchise Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets			500,000	200,000
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							231,000
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]						$ 432,000

[1] SuccessorBalance at December 28, 2014$483,444Additions (1)432Balance at September 27, 2015$483,876__________________(1)During the nine months ended September 27, 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, the valuation of PPP’s tradename and the valuation of net operating losses acquired and other tax positions that resulted in a net increase to goodwill of $0.4 million. See Note 2 “Peter Piper Acquisition” for a discussion of the measurement period adjustments.

XML

Acquisition of Peter Piper Pizza Goodwill (Details) $ in Millions	Oct. 15, 2014 USD ($)
Peter Piper Pizza [Member]
Business Acquisition [Line Items]
Goodwill, Translation and Purchase Accounting Adjustments	$ 113.1

XML

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Sep. 28, 2014	Sep. 27, 2015	Dec. 28, 2014
Tax Credit Carryforward [Line Items]
Unrecognized tax benefits		$ 3,900			$ 3,900	$ 1,900
Unrecognized tax benefits that would decrease effective tax rate and provision for income taxes, if recognized		1,600			1,600
Expected decrease in unrecognized tax benefits within next twelve months		200			200
Total amount of interest and penalties accrued related to unrecognized tax benefits		$ 1,900			$ 1,900	$ 1,500
Successor [Member]
Tax Credit Carryforward [Line Items]
Effective income tax rate		32.00%	34.30%	28.40%	66.80%
Deferred income taxes				$ (56,431)	$ (19,101)
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%

XML

Indebtedness and Interest Expense - Interest Expense (Details) - USD ($) $ in Thousands		2 Months Ended	3 Months Ended			7 Months Ended		9 Months Ended
		Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Jun. 29, 2014	Sep. 28, 2014		Sep. 27, 2015
Successor [Member]
Debt Instrument [Line Items]
Amortization of debt issuance costs			$ 1,002	$ 1,001		$ 2,487		$ 3,004
Interest Expense, Other Long-term Debt			114	(322)		(366)		648
Interest expense			17,209		$ 15,974	43,256		52,031
Successor [Member] | Term Loan Facility [Member]
Debt Instrument [Line Items]
Interest Expense, Debt	[1]		7,724	8,725		21,586		23,229
Successor [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Interest expense, excluding amortization			5,157	5,169		12,592		15,470
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	469		1,082		1,349
Successor [Member] | Sale Leaseback Obligations [Member]
Debt Instrument [Line Items]
InterestExpenseSaleLeaseback			$ 2,765	$ 932		932		$ 8,331
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
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
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 226 day period ended September 28, 2014 includes Bridge Loan debt issuance costs of $4.7 million and interest of $0.2 million.

XML

Property and Equipment

9 Months Ended

Sep. 27, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment:

Total depreciation and amortization expense was $29.4 million and $32.1 million for the three months ended September 27, 2015 and September 28, 2014, respectively, of which $1.0 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 September 27, 2015 and September 28, 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 was $89.6 million, $85.4 million, and $9.9 million for the nine months endedSeptember 27, 2015, the 226 day period endedSeptember 28, 2014 and the 47 day period endedFebruary 14, 2014, respectively, of which $3.0 million, $1.2 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 nine months ended September 27, 2015 and the 226 day period endedSeptember 28, 2014 includes approximately $1.5 million and $0.6 million, respectively, related to the amortization of franchise agreements (see Note 4. “Goodwill and Intangible Assets, Net”).

Asset Impairments

During the three and nine months endedSeptember 27, 2015, we recognized an asset impairment charge of $0.9 million primarily related to ten stores. There were no impairment charges recognized in the three months ended September 28, 2014, the 226 day period endedSeptember 28, 2014 and the 47 day period endedFebruary 14, 2014. We continue to operate all of these stores. These impairment charges were the result of a decline in the stores’ financial performance, primarily due to various economic factors in the markets in which the stores are located. As of September 27, 2015, the aggregate carrying value of the property and equipment at impaired stores, after the impairment charges, was $0.7 million for stores impaired in 2015.

XML

Goodwill and Intangible Assets - Schedule of Indefinite and Definite-lived Intangible Assets (Details) - USD ($)		2 Months Ended	3 Months Ended			7 Months Ended	9 Months Ended
		Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Sep. 29, 2013	Sep. 28, 2014	Sep. 27, 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	$ 1,100,000	$ 1,500,000	$ 0
Finite-Lived Intangible Asset, Useful Life							10 years
Franchise Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets		$ 0	500,000	200,000	$ 0	600,000	$ 1,500,000	$ 0
Finite-Lived Intangible Asset, Useful Life							25 years
Successor [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets						$ 600,000	$ 1,500,000
Indefinite-lived intangible assets			494,880,000				494,880,000
Finite-lived intangible assets - accumulated amortization			(5,731,000)				(5,731,000)
Intangible assets, net			489,149,000				$ 489,149,000		$ 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],[2]		14,880,000				$ 14,880,000
Finite-lived intangible assets - accumulated amortization	[1],[2]		(3,171,000)				(3,171,000)
Finite-lived intangible assets, net	[1],[2]		11,709,000				11,709,000
Successor [Member] | Franchise Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets			500,000	$ 200,000
Finite-lived intangible assets - gross carrying amounts			53,300,000				53,300,000
Finite-lived intangible assets - accumulated amortization			(2,560,000)				(2,560,000)
Finite-lived intangible assets, net			50,740,000				50,740,000
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]		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	[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 noncurrent liabilities” in our Consolidated Balance Sheets. Such amounts are being amortized over a weighted average life of 10 years, and are included in “Rent expense” in our Consolidated Statements of Earnings for the Successor periods.

[2] In the first quarter of 2015 we recorded adjustments related to the valuation of the favorable lease agreements intangible asset and PPP’s tradename of $(1.1) million and $1.9 million, respectively, recorded in connection with the PPP Acquisition. See Note 2 “Acquisition of Peter Piper Pizza” for a discussion of these adjustments.

XML

Stockholders' Equity (Tables)

9 Months Ended

Sep. 27, 2015

Equity [Abstract]

Summary of Changes in Stockholders' Equity

The following table summarizes the changes in stockholders’ equity during the nine months ended September 27, 2015:

	Common Stock			Capital In Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income
	Shares	Amount										Total
	(in thousands, except share information)
Balance at December 29, 2014	200	$	—	$	355,587	$	(62,088	)	$	(913	)	$	292,586
Net income (loss)	—	—		—		1,648			—			1,648
Other comprehensive income (loss)	—	—		—		—			(1,899		)	(1,899		)
Stock-based compensation costs	—	—		742		—			—			742
Dividends paid	—	—		—		(70,000		)	—			(70,000		)
Balance at September 27, 2015	200	$	—	$	356,329	$	(130,440	)	$	(2,812	)	$	223,077

XML

Stock-Based Compensation Arrangements (Tables)

9 Months Ended

Sep. 27, 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
	September 27, 2015			September 28, 2014
	(in thousands)
Stock-based compensation costs	$	166		$	197
Portion capitalized as property and equipment (1)	(2		)	(6		)
Stock-based compensation expense recognized	$	164		$	191

	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
	(in thousands)
Stock-based compensation costs	$	742		$	197		$	1,117
Portion capitalized as property and equipment (1)	(9		)	(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	$	733		$	191		$	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 226 day period endedSeptember 28, 2014, as such tax benefits are deductible for income tax purposes on the Successor tax return for fiscal year 2014.

As of September 27, 2015, we had $2.8 million of total unrecognized share-based compensation expense related to unvested options, net of expected forfeitures, which is expected to be amortized over the remaining weighted-average period of 3.5 years.

XML

Condensed Consolidating Schedules - Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 27, 2015	Dec. 28, 2014	Sep. 28, 2014	Feb. 14, 2014	Dec. 29, 2013
Predecessor [Member]
Current assets:
Cash and cash equivalents				$ 19,184	$ 20,686
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	$ 60,897	$ 110,994	$ 240,985
Accounts receivable	15,358	18,835
Inventories	23,165	18,979
Other current assets	25,098	24,837
Total current assets	124,518	173,645
Property and equipment, net	645,365	681,972
Goodwill	483,876	483,444
Intangible assets, net	489,149	491,400
Intercompany	0	0
Investment in subsidiaries	0	0
Other noncurrent assets	33,400	33,682
Total assets	1,776,308	1,864,143
Current liabilities:
Bank indebtedness and other long-term debt, current portion	9,548	9,545
Capital lease obligations, current portion	408	408
Accounts payable and accrued expenses	104,173	104,252
Other current liabilities	3,590	2,990
Total current liabilities	117,719	117,195
Capital lease obligations, less current portion	15,157	15,476
Bank indebtedness and other long-term debt, less current portion	993,110	998,441
Deferred tax liability	203,281	222,915
Intercompany	0	0
Sale leaseback obligations, less current portion		181,282
Other noncurrent liabilities	223,964	217,530
Total liabilities	1,553,231	1,571,557
Stockholders’ equity:
Common stock	0	0
Capital in excess of par value	356,329	355,587
Retained earnings (deficit)	(130,440)	(62,088)
Accumulated other comprehensive income (loss)	(2,812)	(913)
Total stockholders’ equity	223,077	292,586
Total liabilities and stockholders’ equity	1,776,308	1,864,143
Successor [Member] | Issuer
Current assets:
Cash and cash equivalents	53,482	97,020	222,314
Accounts receivable	12,126	13,209
Inventories	9,672	15,008
Other current assets	19,626	19,086
Total current assets	94,906	144,323
Property and equipment, net	600,121	638,239
Goodwill	432,462	432,462
Intangible assets, net	22,570	24,649
Intercompany	136,612	129,429
Investment in subsidiaries	416,194	428,836
Other noncurrent assets	25,870	27,770
Total assets	1,728,735	1,825,708
Current liabilities:
Bank indebtedness and other long-term debt, current portion	9,500	9,500
Capital lease obligations, current portion	405	405
Accounts payable and accrued expenses	85,597	82,995
Other current liabilities	3,262	2,990
Total current liabilities	98,764	95,890
Capital lease obligations, less current portion	15,089	15,395
Bank indebtedness and other long-term debt, less current portion	993,078	998,374
Deferred tax liability	186,136	207,258
Intercompany	0	6,309
Other noncurrent liabilities	212,591	209,896
Total liabilities	1,505,658	1,533,122
Stockholders’ equity:
Common stock	0	0
Capital in excess of par value	356,329	355,587
Retained earnings (deficit)	(130,440)	(62,088)
Accumulated other comprehensive income (loss)	(2,812)	(913)
Total stockholders’ equity	223,077	292,586
Total liabilities and stockholders’ equity	1,728,735	1,825,708
Successor [Member] | Guarantors
Current assets:
Cash and cash equivalents	327	6,427	14
Accounts receivable	2,564	5,487
Inventories	13,286	3,596
Other current assets	3,882	3,711
Total current assets	20,059	19,221
Property and equipment, net	36,052	33,064
Goodwill	51,414	50,982
Intangible assets, net	466,579	466,751
Intercompany	16,464	25,090
Investment in subsidiaries	0	0
Other noncurrent assets	6,957	5,875
Total assets	597,525	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	14,868	21,989
Other current liabilities	328	0
Total current liabilities	15,244	22,034
Capital lease obligations, less current portion	0	0
Bank indebtedness and other long-term debt, less current portion	32	67
Deferred tax liability	16,777	14,877
Intercompany	133,975	126,497
Other noncurrent liabilities	11,121	7,472
Total liabilities	177,149	170,947
Stockholders’ equity:
Common stock	0	0
Capital in excess of par value	466,114	465,451
Retained earnings (deficit)	(45,738)	(35,415)
Accumulated other comprehensive income (loss)	0	0
Total stockholders’ equity	420,376	430,036
Total liabilities and stockholders’ equity	597,525	600,983
Successor [Member] | Non-Guarantors
Current assets:
Cash and cash equivalents	7,088	7,547	$ 18,657
Accounts receivable	4,783	3,797
Inventories	207	375
Other current assets	1,590	2,040
Total current assets	13,668	13,759
Property and equipment, net	9,192	10,669
Goodwill	0	0
Intangible assets, net	0	0
Intercompany	0	32,655
Investment in subsidiaries	0	0
Other noncurrent assets	573	37
Total assets	23,433	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	3,708	(248)
Other current liabilities	0	0
Total current liabilities	3,711	(245)
Capital lease obligations, less current portion	68	81
Bank indebtedness and other long-term debt, less current portion	0	0
Deferred tax liability	368	780
Intercompany	23,216	57,542
Other noncurrent liabilities	252	162
Total liabilities	27,615	58,320
Stockholders’ equity:
Common stock	0	0
Capital in excess of par value	3,241	3,089
Retained earnings (deficit)	(4,611)	(3,376)
Accumulated other comprehensive income (loss)	(2,812)	(913)
Total stockholders’ equity	(4,182)	(1,200)
Total liabilities and stockholders’ equity	23,433	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	(4,115)	(3,658)
Inventories	0	0
Other current assets	0	0
Total current assets	(4,115)	(3,658)
Property and equipment, net	0	0
Goodwill	0	0
Intangible assets, net	0	0
Intercompany	(153,076)	(187,174)
Investment in subsidiaries	(416,194)	(428,836)
Other noncurrent assets	0	0
Total assets	(573,385)	(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	(157,191)	(190,348)
Other noncurrent liabilities	0	0
Total liabilities	(157,191)	(190,832)
Stockholders’ equity:
Common stock	0	0
Capital in excess of par value	(469,355)	(468,540)
Retained earnings (deficit)	50,349	38,791
Accumulated other comprehensive income (loss)	2,812	913
Total stockholders’ equity	(416,194)	(428,836)
Total liabilities and stockholders’ equity	$ (573,385)	$ (619,668)

XML

Indebtedness and Interest Expense - Schedule of Debt (Details) - USD ($) $ in Thousands	7 Months Ended
	Sep. 28, 2014	Sep. 27, 2015	Dec. 28, 2014	Feb. 19, 2014
Successor [Member]
Debt Instrument [Line Items]
Long-term debt, gross		$ 1,005,580	$ 1,011,313
Unamortized original issue discount		2,922	3,327
Current portion		9,548	9,545
Bank indebtedness and other long-term debt, less current portion		993,110	998,441
Term Loan Facility [Member] | Successor [Member]
Debt Instrument [Line Items]
Long-term debt, gross		750,500	756,200
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		$ 80	$ 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

XML

Condensed Consolidating Schedules (Tables)

9 Months Ended

Sep. 27, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CEC Entertainment, Inc.
Condensed Consolidating Balance Sheet
As of September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	53,482		$	327		$	7,088		$	—		$	60,897
Accounts receivable	12,126			2,564			4,783			(4,115		)	15,358
Inventories	9,672			13,286			207			—			23,165
Other current assets	19,626			3,882			1,590			—			25,098
Total current assets	94,906			20,059			13,668			(4,115		)	124,518
Property and equipment, net	600,121			36,052			9,192			—			645,365
Goodwill	432,462			51,414			—			—			483,876
Intangible assets, net	22,570			466,579			—			—			489,149
Intercompany	136,612			16,464			—			(153,076		)	—
Investment in subsidiaries	416,194			—			—			(416,194		)	—
Other noncurrent assets	25,870			6,957			573			—			33,400
Total assets	$	1,728,735		$	597,525		$	23,433		$	(573,385	)	$	1,776,308
Current liabilities:
Bank indebtedness and other long-term debt, current portion	$	9,500		$	48		$	—		$	—		$	9,548
Capital lease obligations, current portion	405			—			3			—			408
Accounts payable and accrued expenses	85,597			14,868			3,708			—			104,173
Other current liabilities	3,262			328			—			—			3,590
Total current liabilities	98,764			15,244			3,711			—			117,719
Capital lease obligations, less current portion	15,089			—			68			—			15,157
Bank indebtedness and other long-term debt, less current portion	993,078			32			—			—			993,110
Deferred tax liability	186,136			16,777			368			—			203,281
Intercompany	—			133,975			23,216			(157,191		)	—
Other noncurrent liabilities	212,591			11,121			252			—			223,964
Total liabilities	1,505,658			177,149			27,615			(157,191		)	1,553,231
Stockholders' equity:
Common stock	—			—			—			—			—
Capital in excess of par value	356,329			466,114			3,241			(469,355		)	356,329
Retained earnings (deficit)	(130,440		)	(45,738		)	(4,611		)	50,349			(130,440		)
Accumulated other comprehensive income (loss)	(2,812		)	—			(2,812		)	2,812			(2,812		)
Total stockholders' equity	223,077			420,376			(4,182		)	(416,194		)	223,077
Total liabilities and stockholders' equity	$	1,728,735		$	597,525		$	23,433		$	(573,385	)	$	1,776,308

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 September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	83,524		$	13,202		$	1,517		$	—		$	98,243
Entertainment and merchandise sales	112,266			3,808			2,679			—			118,753
Total company store sales	195,790			17,010			4,196			—			216,996
Franchise fees and royalties	493			4,438			10			—			4,941
International Association assessments and other fees	250			755			11,861			(12,866		)	—
Total revenues	196,533			22,203			16,067			(12,866		)	221,937
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	21,459			3,061			512			—			25,032
Cost of entertainment and merchandise	7,293			389			181			—			7,863
Total cost of food, beverage, entertainment and merchandise	28,752			3,450			693			—			32,895
Labor expenses	54,890			3,751			1,357			—			59,998
Depreciation and amortization	26,911			934			549			—			28,394
Rent expense	22,105			1,243			631			—			23,979
Other store operating expenses	34,362			2,215			1,042			(1,032		)	36,587
Total company store operating costs	167,020			11,593			4,272			(1,032		)	181,853
Advertising expense	12,368			798			8,960			(11,834		)	10,292
General and administrative expenses	3,856			12,154			130			—			16,140
Transaction and severance costs	200			78			—			—			278
Asset impairments	766			20			89			—			875
Total operating costs and expenses	184,210			24,643			13,451			(12,866		)	209,438
Operating income (loss)	12,323			(2,440		)	2,616			—			12,499
Equity in earnings (loss) in affiliates	(605		)	—			—			605			—
Interest expense (income)	16,728			365			116			—			17,209
Income (loss) before income taxes	(5,010		)	(2,805		)	2,500			605			(4,710		)
Income tax expense (benefit)	(1,808		)	(744		)	1,044			—			(1,508		)
Net income (loss)	$	(3,202	)	$	(2,061	)	$	1,456		$	605		$	(3,202	)
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(1,034	)	$	—		$	(1,034	)	$	1,034		$	(1,034	)
Total components of other comprehensive income (loss), net of tax	(1,034		)	—			(1,034		)	1,034			(1,034		)
Comprehensive income (loss)	$	(4,236	)	$	(2,061	)	$	422		$	1,639		$	(4,236	)

CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the Three Months Ended September 28, 2014
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	80,296		$	75		$	1,900		$	—		$	82,271
Entertainment and merchandise sales	112,560			—			3,325			—			115,885
Total company store sales	192,856			75			5,225			—			198,156
Franchise fees and royalties	526			1,007			—			—			1,533
International Association assessments and other fees	5,002			398			10,596			(15,996		)	—
Total revenues	198,384			1,480			15,821			(15,996		)	199,689
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	20,575			9			583			—			21,167
Cost of entertainment and merchandise	6,566			(8		)	223			(112		)	6,669
Total cost of food, beverage, entertainment and merchandise	27,141			1			806			(112		)	27,836
Labor expenses	55,414			—			1,672			—			57,086
Depreciation and amortization	30,673			—			949			—			31,622
Rent expense	21,800			—			787			—			22,587
Other store operating expenses	29,028			4,336			1,262			497			35,123
Total company store operating costs	164,056			4,337			5,476			385			174,254
Advertising expense	10,778			—			9,709			(10,373		)	10,114
General and administrative expenses	10,864			9,625			329			(6,998		)	13,820
Transaction and severance costs	5,757			(15		)	—			—			5,742
Total operating costs and expenses	191,455			13,947			15,514			(16,986		)	203,930
Operating income (loss)	6,929			(12,467		)	307			990			(4,241		)
Equity in earnings (loss) in affiliates	(10,913		)	—			—			10,913			—
Interest expense (income)	14,955			(123		)	152			990			15,974
Income (loss) before income taxes	(18,939		)	(12,344		)	155			10,913			(20,215		)
Income tax expense (benefit)	(5,660		)	(1,360		)	84			—			(6,936		)
Net income (loss)	$	(13,279	)	$	(10,984	)	$	71		$	10,913		$	(13,279	)
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(652	)	$	—		$	(652	)	$	652		$	(652	)
Total components of other comprehensive income (loss), net of tax	(652		)	—			(652		)	652			(652		)
Comprehensive income (loss)	$	(13,931	)	$	(10,984	)	$	(581	)	$	11,565		$	(13,931	)

CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the Nine Months Ended September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	266,931		$	37,264		$	4,729		$	—		$	308,924
Entertainment and merchandise sales	357,509			11,799			8,050			—			377,358
Total company store sales	624,440			49,063			12,779			—			686,282
Franchise fees and royalties	1,794			11,437			10			—			13,241
International Association assessments and other fees	762			2,179			31,864			(34,805		)	—
Total revenues	626,996			62,679			44,653			(34,805		)	699,523
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	67,179			9,417			1,613			—			78,209
Cost of entertainment and merchandise	21,620			1,290			489			—			23,399
Total cost of food, beverage, entertainment and merchandise	88,799			10,707			2,102			—			101,608
Labor expenses	171,075			11,119			4,211			—			186,405
Depreciation and amortization	81,799			3,223			1,584			—			86,606
Rent expense	66,693			4,048			1,957			—			72,698
Other store operating expenses	99,032			6,147			3,223			(2,967		)	105,435
Total company store operating costs	507,398			35,244			13,077			(2,967		)	552,752
Advertising expense	33,506			3,121			31,550			(31,838		)	36,339
General and administrative expenses	14,631			37,168			400			—			52,199
Transaction and severance costs	15			345			—			—			360
Asset Impairment	766			20			89			—			875
Total operating costs and expenses	556,316			75,898			45,116			(34,805		)	642,525
Operating income (loss)	70,680			(13,219		)	(463		)	—			56,998
Equity in earnings (loss) in affiliates	(11,406		)	—			—			11,406			—
Interest expense (income)	50,032			1,619			380			—			52,031
Income (loss) before income taxes	9,242			(14,838		)	(843		)	11,406			4,967
Income tax expense (benefit)	7,594			(4,517		)	242			—			3,319
Net income (loss)	$	1,648		$	(10,321	)	$	(1,085	)	$	11,406		$	1,648
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(1,899	)	$	—		$	(1,899	)	$	1,899		$	(1,899	)
Total components of other comprehensive income (loss), net of tax	(1,899		)	—			(1,899		)	1,899			(1,899		)
Comprehensive income (loss)	$	(251	)	$	(10,321	)	$	(2,984	)	$	13,305		$	(251	)

CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the 226 Day Period Ended September 28, 2014
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	219,044		$	196		$	4,957		$	—		$	224,197
Entertainment and merchandise sales	292,064			—			8,085			—			300,149
Total company store sales	511,108			196			13,042			—			524,346
Franchise fees and royalties	1,452			2,041			—			—			3,493
International Association assessments and other fees	10,502			1,822			27,964			(40,288		)	—
Total revenues	523,062			4,059			41,006			(40,288		)	527,839
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	55,705			38			1,507			—			57,250
Cost of entertainment and merchandise	17,013			(22		)	527			(92		)	17,426
Total cost of food, beverage, entertainment and merchandise	72,718			16			2,034			(92		)	74,676
Labor expenses	139,673			—			4,108			—			143,781
Depreciation and amortization	81,874			—			2,267			—			84,141
Rent expense	51,196			—			1,816			—			53,012
Other store operating expenses	81,398			9,955			2,654			(9,906		)	84,101
Total company store operating costs	426,859			9,971			12,879			(9,998		)	439,711
Advertising expense	28,513			(17		)	24,003			(27,697		)	24,802
General and administrative expenses	12,886			21,453			830			(2,593		)	32,576
Transaction and severance costs	37,271			5,992			—			—			43,263
Total operating costs and expenses	505,529			37,399			37,712			(40,288		)	540,352
Operating income (loss)	17,533			(33,340		)	3,294			—			(12,513		)
Equity in earnings (loss) in affiliates	(21,779		)	—			—			21,779			—
Interest expense (income)	42,907			(47		)	396			—			43,256
Income (loss) before income taxes	(47,153		)	(33,293		)	2,898			21,779			(55,769		)
Income tax expense (benefit)	(7,218		)	(9,321		)	705			—			(15,834		)
Net income (loss)	$	(39,935	)	$	(23,972	)	$	2,193		$	21,779		$	(39,935	)
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(151	)	$	—		$	(151	)	$	151		$	(151	)
Total components of other comprehensive income (loss), net of tax	(151		)	—			(151		)	151			(151		)
Comprehensive income (loss)	$	(40,086	)	$	(23,972	)	$	2,042		$	21,930		$	(40,086	)

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 Nine Months Ended September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows provided by (used in) operating activities:	$	85,511		$	(1,253	)	$	4,040		$	—		$	88,298
Cash flows from investing activities:
Acquisition of Peter Piper Pizza	(663		)	—			—			—			(663		)
Intercompany note	(2,513		)	6,483			—			(3,970		)	—
Purchases of property and equipment	(48,932		)	(6,464		)	(1,598		)	—			(56,994		)
Development of internal use software	—			(2,784		)	—			—			(2,784		)
Other investing activities	261			—			—			—			261
Cash flows provided by (used in) investing activities	(51,847		)	(2,765		)	(1,598		)	(3,970		)	(60,180		)
Cash flows from financing activities:
Repayments on senior term loan	(5,700		)	—			—			—			(5,700		)
Repayments on note payable	—			(34		)	—			—			(34		)
Intercompany note	—			(2,048		)	(1,922		)	3,970			—
Payments on capital lease obligations	(306		)	—			(2		)	—			(308		)
Payments on sale leaseback transactions	(1,196		)	—			—			—			(1,196		)
Dividends paid	(70,000		)	—			—			—			(70,000		)
Cash flows provided by (used in) financing activities	(77,202		)	(2,082		)	(1,924		)	3,970			(77,238		)
Effect of foreign exchange rate changes on cash	—			—			(977		)	—			(977		)
Change in cash and cash equivalents	(43,538		)	(6,100		)	(459		)	—			(50,097		)
Cash and cash equivalents at beginning of period	97,020			6,427			7,547			—			110,994
Cash and cash equivalents at end of period	$	53,482		$	327		$	7,088		$	—		$	60,897

CEC Entertainment, Inc.
Consolidating Statement of Cash Flows
For the 226 Day Period Ended September 28, 2014
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows provided by (used in) operating activities:	$	93,262		$	(68,202	)	$	12,402		$	—		$	37,462
Cash flows from investing activities:
Acquisition of Predecessor	(946,898		)	—			—			—			(946,898		)
Acquisition of Franchisee	(1,529		)	—			—			—			(1,529		)
Intercompany note	(41,149		)	375,358			—			(334,209		)	—
Purchases of property and equipment	(31,845		)	(3,667		)	(3,354		)	—			(38,866		)
Proceeds from sale of property and equipment	—			350			—			—			350
Cash flows provided by (used in) investing activities	(1,021,421		)	372,041			(3,354		)	(334,209		)	(986,943		)
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		)
Repayments on senior term loan	(1,900		)	—			—			—			(1,900		)
Intercompany note	(375,539		)	44,055			(2,725		)	334,209			—
Proceeds from financing sale-leaseback transaction	183,685			—			—			—			183,685
Payment of debt financing costs	(27,575		)	—			—			—			(27,575		)
Payments on capital lease obligations	(204		)	—			—			—			(204		)
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	1,143,820			(303,945		)	(2,725		)	334,209			1,171,359
Effect of foreign exchange rate changes on cash	—			—			(77		)	—			(77		)
Change in cash and cash equivalents	215,661			(106		)	6,246			—			221,801
Cash and cash equivalents at beginning of period	6,653			120			12,411			—			19,184
Cash and cash equivalents at end of period	$	222,314		$	14		$	18,657		$	—		$	240,985

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

XML

Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions	1 Months Ended	2 Months Ended	7 Months Ended	9 Months Ended
	Aug. 31, 2014 USD ($)	Feb. 14, 2014 USD ($)	Sep. 28, 2014 USD ($)	Sep. 27, 2015 USD ($) Country State
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	$ 1.5	$ 1.6
Variable Interest Entity, Primary Beneficiary [Member]
Related Party Transaction [Line Items]
Gross proceeds	$ 12.1

XML

Description of Business and Summary of Significant Accounting Policies

9 Months Ended

Sep. 27, 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 $1.6 million for the nine months endedSeptember 27, 2015, $1.5 million for the 226 day period endedSeptember 28, 2014 and $0.4 million for the 47 day period endedFebruary 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 September 27, 2015 and for the nine months ended September 27, 2015, the 226 day period endedSeptember 28, 2014, the 47 day period endedFebruary 14, 2014, and the three months ended September 27, 2015 and September 28, 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 September 27, 2015, we have $21.1 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 August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date. This amendment defers the effective date of the Board’s revenue standard, ASU 2014-09. The amendment defers the effective date of ASU 2014-09 to 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.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This amendment requires that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation or amortization, or other income effects (if any) as a result of the change to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date, must be recorded in the reporting period in which the adjustment amounts are determined rather than retrospectively. This amendment is effective for fiscal years beginning after December 15, 2015, including interim periods therein. Early adoption is permitted for financial statements that have not been previously issued. We do not expect the adoption of this amendment to have a significant impact on our Consolidated Financial Statements.

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Description of Business and Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details)	9 Months Ended
	Sep. 27, 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

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Property and Equipment - Narrative (Details)	2 Months Ended	3 Months Ended			7 Months Ended	9 Months Ended
	Feb. 14, 2014 USD ($)	Sep. 27, 2015 USD ($)	Sep. 28, 2014 USD ($) Store	Sep. 29, 2013 USD ($) Store	Sep. 28, 2014 USD ($)	Sep. 27, 2015 USD ($) Store	Sep. 29, 2013 USD ($)
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		$ 1,000,000	$ 500,000
Successor [Member]
Property, Plant and Equipment [Line Items]
Depreciation and amortization		29,400,000	32,100,000		$ 85,383,000	$ 89,597,000
Depreciation					1,200,000	3,000,000
Asset Impairment Charges		875,000	$ 0		0	$ 875,000
Number Of Stores Impaired | Store			0			10
Amortization of Intangible Assets					600,000	$ 1,500,000
Successor [Member] | Impaired Property and Equipment at Impaired Stores [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, net		700,000				700,000
Predecessor [Member]
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 9,883,000
Depreciation	200,000
Asset Impairment Charges	0
Franchise Agreements [Member]
Property, Plant and Equipment [Line Items]
Amortization of Intangible Assets	$ 0	500,000	$ 200,000	$ 0	$ 600,000	$ 1,500,000	$ 0
Franchise Agreements [Member] | Successor [Member]
Property, Plant and Equipment [Line Items]
Amortization of Intangible Assets		$ 500,000	$ 200,000

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Stock-Based Compensation Arrangements - Additional Information (Detail) - USD ($) $ in Thousands	2 Months Ended	7 Months Ended		9 Months Ended
	Feb. 14, 2014	Sep. 28, 2014		Sep. 27, 2015
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]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term				3 years 6 months
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	[1]	$ 0

[1] We recorded the $5.0 million tax benefit related to the accelerated vesting of restricted stock awards in the 226 day period ended September 28, 2014, as such tax benefits are deductible for income tax purposes on the Successor tax return for fiscal year 2014.

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Consolidated Balance Sheets - USD ($)	Sep. 27, 2015	Dec. 28, 2014
Successor [Member]
Current assets:
Cash and cash equivalents	$ 60,897,000	$ 110,994,000
Accounts receivable	15,358,000	18,835,000
Inventories	23,165,000	18,979,000
Prepaid expenses	21,155,000	20,894,000
Deferred tax asset	3,943,000	3,943,000
Total current assets	124,518,000	173,645,000
Property and equipment, net	645,365,000	681,972,000
Goodwill	483,876,000	483,444,000
Intangible assets, net	489,149,000	491,400,000
Deferred financing costs, net	21,083,000	24,087,000
Other noncurrent assets	12,317,000	9,595,000
Total assets	1,776,308,000	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	408,000	408,000
Accounts payable	38,463,000	43,633,000
Accrued expenses	45,030,000	35,561,000
Unearned revenues	9,710,000	8,906,000
Accrued interest	10,970,000	16,152,000
Other current liabilities	3,590,000	2,990,000
Total current liabilities	117,719,000	117,195,000
Capital lease obligations, less current portion	15,157,000	15,476,000
Bank indebtedness and other long-term debt, less current portion	993,110,000	998,441,000
Deferred tax liability	203,281,000	222,915,000
Accrued insurance	9,199,000	12,146,000
Other noncurrent liabilities	214,765,000	205,384,000
Total liabilities	1,553,231,000	1,571,557,000
Stockholders’ equity:
Common stock	0	0
Capital in excess of par value	356,329,000	355,587,000
Retained earnings (deficit)	(130,440,000)	(62,088,000)
Accumulated other comprehensive income (loss)	(2,812,000)	(913,000)
Total stockholders’ equity	223,077,000	292,586,000
Total liabilities and stockholders’ equity	1,776,308,000	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	356,329,000
Retained Earnings [Member] | Successor [Member]
Stockholders’ equity:
Retained earnings (deficit)	(130,440,000)
Accumulated Other Comprehensive Income (Loss) [Member] | Successor [Member]
Stockholders’ equity:
Accumulated other comprehensive income (loss)	$ (2,812,000)

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Indebtedness and Interest Expense - Narrative (Details) - USD ($)		2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
		Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Sep. 28, 2014	Sep. 27, 2015	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					6.40%
SecuredCreditFacilitiesAndSeniorNotes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period					5.70%	5.50%
Term Loan Facility [Member] | Term Loan Facility Maturing 2021 [Member]
Debt Instrument [Line Items]
Federal Funds Rate Minimum						0.06%
Federal Funds Rate Maximum						0.15%
Prime Interest Rate						3.25%
Libor Rate Minimum						0.17%
Libor Rate Maximum						0.22%
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					8.30%	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			1,005,580,000			1,005,580,000	$ 1,011,313,000
Successor [Member] | Term Loan Facility [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross			750,500,000			750,500,000	$ 756,200,000
Interest Expense, Debt	[1]		$ 7,724,000	$ 8,725,000	$ 21,586,000	$ 23,229,000
Predecessor [Member] | Term Loan Facility [Member]
Debt Instrument [Line Items]
Interest Expense, Debt	[1]	$ 0

[1] Includes amortization of original issue discount.

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	2 Months Ended	7 Months Ended		9 Months Ended
	Feb. 14, 2014	Sep. 28, 2014		Sep. 27, 2015
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
Asset Impairment Charges	0
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
Payments for (Proceeds from) Other Investing Activities	0
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)
Proceeds from sale leaseback transaction	0
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
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
Capital lease obligations	$ 0
Successor [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		(39,935)		$ 1,648
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		85,383		89,597
Deferred income taxes		(56,431)		(19,101)
Stock-based compensation expense		191		733
Amortization of lease-related intangibles and liabilities, net		287		(2)
Amortization of original issue discount and deferred financing costs		2,824		3,410
Loss on asset disposals, net		5,223		4,867
Asset Impairment Charges		0		875
Noncash Rent Expense		4,844		6,190
Other adjustments		378		(908)
Changes in operating assets and liabilities:
Accounts receivable		482		3,321
Inventories		3,304		(2,828)
Prepaid expenses		(1,480)		(2,504)
Accounts payable		650		(7,311)
Accrued expenses		4,239		2,163
Unearned revenues		605		813
Accrued interest		10,597		(5,199)
Income taxes payable		12,778		9,298
Increase (Decrease) Lease Related Liabilities		3,523		3,236
Net Cash Provided by (Used in) Operating Activities		37,462		88,298
Payments to Acquire Predecessor, Gross		946,898		0
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Predecessor		0		(663)
Purchases of property and equipment		(38,866)		(56,994)
Payments to acquire franchisee		(1,529)		0
Payments to Develop Software		0		(2,784)
Proceeds from sale of property and equipment		350		261
Payments for (Proceeds from) Other Investing Activities		0		0
Net cash used in investing activities		(986,943)		(60,180)
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		(34)
Repayments on senior term loan		(1,900)		(5,700)
Net repayments on revolving credit facility		0		0
Proceeds from sale leaseback transaction		183,685		0
Payment of debt financing costs		(27,575)		0
Payments on capital lease obligations		(204)		(308)
Sale Leaseback Transaction, Payments, Financing Activities		0		(1,196)
Dividends paid		(890)		(70,000)
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		1,171,359		(77,238)
Effect of foreign exchange rate changes on cash		(77)		(977)
Change in cash and cash equivalents		221,801		(50,097)
Cash and cash equivalents at beginning of period				110,994
Cash and cash equivalents at end of period		240,985		60,897
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid (1)		29,914	[1]	53,868
Income taxes paid (refunded), net		22,777		13,142
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued construction costs		3,724		3,156
Dividends payable		0		0
Capital lease obligations		$ 657		$ 0

[1] The 226 day period ended September 28, 2014 includes $4.9 million of debt issuance costs and interest expense related to the bridge loan.

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Subsequent Events (Details) $ in Millions	Oct. 15, 2014 USD ($)
Peter Piper Pizza [Member]
Subsequent Event [Line Items]
Payments to Acquire Businesses, Net of Cash Acquired	$ 113.1

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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	$ 221,937	$ 199,689	$ 642,082	$ 0
Net loss	$ (11,003)	$ (11,349)	$ (3,268)	$ (5,223)

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Acquisition of CEC Entertainment, Inc. schedule of net assets acquired (Tables)

9 Months Ended

Sep. 27, 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

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Acquisition of Peter Piper Pizza Narrative (Details) $ in Millions	Oct. 15, 2014 USD ($)
Peter Piper Pizza [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Net of Cash Acquired	$ 113.1

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Indebtedness and Interest Expense Indebtedness and Interest Expense (Tables)

9 Months Ended

Sep. 27, 2015

Debt Disclosure [Abstract]

Schedule of Debt

 Our long-term debt consisted of the following for the periods presented:

	Successor
	September 27, 2015			December 28, 2014
	(in thousands)
Term loan facility	$	750,500		$	756,200
Senior notes	255,000			255,000
Note payable	80			113
Total debt outstanding	1,005,580			1,011,313
Less:
Unamortized original issue discount	(2,922		)	(3,327		)
Current portion	(9,548		)	(9,545		)
Bank indebtedness and other long-term debt, less current portion	$	993,110		$	998,441

Schedule of Interest Expense

Interest expense consisted of the following for the periods presented:

	Successor
	Three Months Ended
	September 27, 2015		September 28, 2014
	(in thousands)
Term loan facility (1)	$	7,724	$	8,725
Senior notes	5,157		5,169
Capital lease obligations	447		469
Sale leaseback obligations	2,765		932
Amortization of debt issuance costs	1,002		1,001
Other	114		(322		)
	$	17,209	$	15,974

	Successor					Predecessor
	Nine Months Ended		For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015		September 28, 2014			February 14, 2014
	(in thousands)
Term loan facility (1)	$	23,229	$	21,586		$	—
Senior notes	15,470		12,592			—
Bridge Loan facility (2)	—		4,943			—
Predecessor Facility	—		—			745
Capital lease obligations	1,349		1,082			275
Sale leaseback obligations	8,331		932			—
Amortization of debt issuance costs	3,004		2,487			58
Other	648		(366		)	73
	$	52,031	$	43,256		$	1,151

 __________________

(1)    Includes amortization of original issue discount.

(2)    The 226 day period endedSeptember 28, 2014 includes Bridge Loan debt issuance costs of $4.7 million and interest of $0.2 million.

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Consolidated Statement of Cash Flows (Parentheticals) - USD ($) $ in Thousands	7 Months Ended	9 Months Ended
	Sep. 28, 2014	Sep. 27, 2015
Bridge Loan [Member]
Payments of debt issuance costs and interest expense	$ 4,900
Successor [Member]
Sale Leaseback Transaction, Payments, Financing Activities	$ 0	$ 1,196

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Consolidated Balance Sheets (Parenthetical) - Successor [Member] - $ / shares	Sep. 27, 2015	Dec. 28, 2014
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	200	200
Treasury stock, shares	0	0

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Stockholders' Equity

9 Months Ended

Sep. 27, 2015

Equity [Abstract]

Stockholders’ Equity:

Stockholders’ Equity:

The following table summarizes the changes in stockholders’ equity during the nine months ended September 27, 2015:

	Common Stock			Capital In Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income
	Shares	Amount										Total
	(in thousands, except share information)
Balance at December 29, 2014	200	$	—	$	355,587	$	(62,088	)	$	(913	)	$	292,586
Net income (loss)	—	—		—		1,648			—			1,648
Other comprehensive income (loss)	—	—		—		—			(1,899		)	(1,899		)
Stock-based compensation costs	—	—		742		—			—			742
Dividends paid	—	—		—		(70,000		)	—			(70,000		)
Balance at September 27, 2015	200	$	—	$	356,329	$	(130,440	)	$	(2,812	)	$	223,077

 In the third quarter of 2015, the Company declared and paid a cash dividend of $70.0 million.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 27, 2015	Oct. 26, 2015
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 27, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Trading Symbol	CEC
Entity Registrant Name	CEC ENTERTAINMENT INC
Entity Central Index Key	0000813920
Current Fiscal Year End Date	--01-03
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		200

XML

Condensed Consolidating Schedules

9 Months Ended

Sep. 27, 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 September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	53,482		$	327		$	7,088		$	—		$	60,897
Accounts receivable	12,126			2,564			4,783			(4,115		)	15,358
Inventories	9,672			13,286			207			—			23,165
Other current assets	19,626			3,882			1,590			—			25,098
Total current assets	94,906			20,059			13,668			(4,115		)	124,518
Property and equipment, net	600,121			36,052			9,192			—			645,365
Goodwill	432,462			51,414			—			—			483,876
Intangible assets, net	22,570			466,579			—			—			489,149
Intercompany	136,612			16,464			—			(153,076		)	—
Investment in subsidiaries	416,194			—			—			(416,194		)	—
Other noncurrent assets	25,870			6,957			573			—			33,400
Total assets	$	1,728,735		$	597,525		$	23,433		$	(573,385	)	$	1,776,308
Current liabilities:
Bank indebtedness and other long-term debt, current portion	$	9,500		$	48		$	—		$	—		$	9,548
Capital lease obligations, current portion	405			—			3			—			408
Accounts payable and accrued expenses	85,597			14,868			3,708			—			104,173
Other current liabilities	3,262			328			—			—			3,590
Total current liabilities	98,764			15,244			3,711			—			117,719
Capital lease obligations, less current portion	15,089			—			68			—			15,157
Bank indebtedness and other long-term debt, less current portion	993,078			32			—			—			993,110
Deferred tax liability	186,136			16,777			368			—			203,281
Intercompany	—			133,975			23,216			(157,191		)	—
Other noncurrent liabilities	212,591			11,121			252			—			223,964
Total liabilities	1,505,658			177,149			27,615			(157,191		)	1,553,231
Stockholders' equity:
Common stock	—			—			—			—			—
Capital in excess of par value	356,329			466,114			3,241			(469,355		)	356,329
Retained earnings (deficit)	(130,440		)	(45,738		)	(4,611		)	50,349			(130,440		)
Accumulated other comprehensive income (loss)	(2,812		)	—			(2,812		)	2,812			(2,812		)
Total stockholders' equity	223,077			420,376			(4,182		)	(416,194		)	223,077
Total liabilities and stockholders' equity	$	1,728,735		$	597,525		$	23,433		$	(573,385	)	$	1,776,308

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 September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	83,524		$	13,202		$	1,517		$	—		$	98,243
Entertainment and merchandise sales	112,266			3,808			2,679			—			118,753
Total company store sales	195,790			17,010			4,196			—			216,996
Franchise fees and royalties	493			4,438			10			—			4,941
International Association assessments and other fees	250			755			11,861			(12,866		)	—
Total revenues	196,533			22,203			16,067			(12,866		)	221,937
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	21,459			3,061			512			—			25,032
Cost of entertainment and merchandise	7,293			389			181			—			7,863
Total cost of food, beverage, entertainment and merchandise	28,752			3,450			693			—			32,895
Labor expenses	54,890			3,751			1,357			—			59,998
Depreciation and amortization	26,911			934			549			—			28,394
Rent expense	22,105			1,243			631			—			23,979
Other store operating expenses	34,362			2,215			1,042			(1,032		)	36,587
Total company store operating costs	167,020			11,593			4,272			(1,032		)	181,853
Advertising expense	12,368			798			8,960			(11,834		)	10,292
General and administrative expenses	3,856			12,154			130			—			16,140
Transaction and severance costs	200			78			—			—			278
Asset impairments	766			20			89			—			875
Total operating costs and expenses	184,210			24,643			13,451			(12,866		)	209,438
Operating income (loss)	12,323			(2,440		)	2,616			—			12,499
Equity in earnings (loss) in affiliates	(605		)	—			—			605			—
Interest expense (income)	16,728			365			116			—			17,209
Income (loss) before income taxes	(5,010		)	(2,805		)	2,500			605			(4,710		)
Income tax expense (benefit)	(1,808		)	(744		)	1,044			—			(1,508		)
Net income (loss)	$	(3,202	)	$	(2,061	)	$	1,456		$	605		$	(3,202	)
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(1,034	)	$	—		$	(1,034	)	$	1,034		$	(1,034	)
Total components of other comprehensive income (loss), net of tax	(1,034		)	—			(1,034		)	1,034			(1,034		)
Comprehensive income (loss)	$	(4,236	)	$	(2,061	)	$	422		$	1,639		$	(4,236	)

CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the Three Months Ended September 28, 2014
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	80,296		$	75		$	1,900		$	—		$	82,271
Entertainment and merchandise sales	112,560			—			3,325			—			115,885
Total company store sales	192,856			75			5,225			—			198,156
Franchise fees and royalties	526			1,007			—			—			1,533
International Association assessments and other fees	5,002			398			10,596			(15,996		)	—
Total revenues	198,384			1,480			15,821			(15,996		)	199,689
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	20,575			9			583			—			21,167
Cost of entertainment and merchandise	6,566			(8		)	223			(112		)	6,669
Total cost of food, beverage, entertainment and merchandise	27,141			1			806			(112		)	27,836
Labor expenses	55,414			—			1,672			—			57,086
Depreciation and amortization	30,673			—			949			—			31,622
Rent expense	21,800			—			787			—			22,587
Other store operating expenses	29,028			4,336			1,262			497			35,123
Total company store operating costs	164,056			4,337			5,476			385			174,254
Advertising expense	10,778			—			9,709			(10,373		)	10,114
General and administrative expenses	10,864			9,625			329			(6,998		)	13,820
Transaction and severance costs	5,757			(15		)	—			—			5,742
Total operating costs and expenses	191,455			13,947			15,514			(16,986		)	203,930
Operating income (loss)	6,929			(12,467		)	307			990			(4,241		)
Equity in earnings (loss) in affiliates	(10,913		)	—			—			10,913			—
Interest expense (income)	14,955			(123		)	152			990			15,974
Income (loss) before income taxes	(18,939		)	(12,344		)	155			10,913			(20,215		)
Income tax expense (benefit)	(5,660		)	(1,360		)	84			—			(6,936		)
Net income (loss)	$	(13,279	)	$	(10,984	)	$	71		$	10,913		$	(13,279	)
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(652	)	$	—		$	(652	)	$	652		$	(652	)
Total components of other comprehensive income (loss), net of tax	(652		)	—			(652		)	652			(652		)
Comprehensive income (loss)	$	(13,931	)	$	(10,984	)	$	(581	)	$	11,565		$	(13,931	)

CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the Nine Months Ended September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	266,931		$	37,264		$	4,729		$	—		$	308,924
Entertainment and merchandise sales	357,509			11,799			8,050			—			377,358
Total company store sales	624,440			49,063			12,779			—			686,282
Franchise fees and royalties	1,794			11,437			10			—			13,241
International Association assessments and other fees	762			2,179			31,864			(34,805		)	—
Total revenues	626,996			62,679			44,653			(34,805		)	699,523
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	67,179			9,417			1,613			—			78,209
Cost of entertainment and merchandise	21,620			1,290			489			—			23,399
Total cost of food, beverage, entertainment and merchandise	88,799			10,707			2,102			—			101,608
Labor expenses	171,075			11,119			4,211			—			186,405
Depreciation and amortization	81,799			3,223			1,584			—			86,606
Rent expense	66,693			4,048			1,957			—			72,698
Other store operating expenses	99,032			6,147			3,223			(2,967		)	105,435
Total company store operating costs	507,398			35,244			13,077			(2,967		)	552,752
Advertising expense	33,506			3,121			31,550			(31,838		)	36,339
General and administrative expenses	14,631			37,168			400			—			52,199
Transaction and severance costs	15			345			—			—			360
Asset Impairment	766			20			89			—			875
Total operating costs and expenses	556,316			75,898			45,116			(34,805		)	642,525
Operating income (loss)	70,680			(13,219		)	(463		)	—			56,998
Equity in earnings (loss) in affiliates	(11,406		)	—			—			11,406			—
Interest expense (income)	50,032			1,619			380			—			52,031
Income (loss) before income taxes	9,242			(14,838		)	(843		)	11,406			4,967
Income tax expense (benefit)	7,594			(4,517		)	242			—			3,319
Net income (loss)	$	1,648		$	(10,321	)	$	(1,085	)	$	11,406		$	1,648
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(1,899	)	$	—		$	(1,899	)	$	1,899		$	(1,899	)
Total components of other comprehensive income (loss), net of tax	(1,899		)	—			(1,899		)	1,899			(1,899		)
Comprehensive income (loss)	$	(251	)	$	(10,321	)	$	(2,984	)	$	13,305		$	(251	)

CEC Entertainment, Inc.
Consolidating Statement of Comprehensive Income (Loss)
For the 226 Day Period Ended September 28, 2014
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Food and beverage sales	$	219,044		$	196		$	4,957		$	—		$	224,197
Entertainment and merchandise sales	292,064			—			8,085			—			300,149
Total company store sales	511,108			196			13,042			—			524,346
Franchise fees and royalties	1,452			2,041			—			—			3,493
International Association assessments and other fees	10,502			1,822			27,964			(40,288		)	—
Total revenues	523,062			4,059			41,006			(40,288		)	527,839
Operating Costs and Expenses:
Company store operating costs:
Cost of food and beverage	55,705			38			1,507			—			57,250
Cost of entertainment and merchandise	17,013			(22		)	527			(92		)	17,426
Total cost of food, beverage, entertainment and merchandise	72,718			16			2,034			(92		)	74,676
Labor expenses	139,673			—			4,108			—			143,781
Depreciation and amortization	81,874			—			2,267			—			84,141
Rent expense	51,196			—			1,816			—			53,012
Other store operating expenses	81,398			9,955			2,654			(9,906		)	84,101
Total company store operating costs	426,859			9,971			12,879			(9,998		)	439,711
Advertising expense	28,513			(17		)	24,003			(27,697		)	24,802
General and administrative expenses	12,886			21,453			830			(2,593		)	32,576
Transaction and severance costs	37,271			5,992			—			—			43,263
Total operating costs and expenses	505,529			37,399			37,712			(40,288		)	540,352
Operating income (loss)	17,533			(33,340		)	3,294			—			(12,513		)
Equity in earnings (loss) in affiliates	(21,779		)	—			—			21,779			—
Interest expense (income)	42,907			(47		)	396			—			43,256
Income (loss) before income taxes	(47,153		)	(33,293		)	2,898			21,779			(55,769		)
Income tax expense (benefit)	(7,218		)	(9,321		)	705			—			(15,834		)
Net income (loss)	$	(39,935	)	$	(23,972	)	$	2,193		$	21,779		$	(39,935	)
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(151	)	$	—		$	(151	)	$	151		$	(151	)
Total components of other comprehensive income (loss), net of tax	(151		)	—			(151		)	151			(151		)
Comprehensive income (loss)	$	(40,086	)	$	(23,972	)	$	2,042		$	21,930		$	(40,086	)

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 Nine Months Ended September 27, 2015
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows provided by (used in) operating activities:	$	85,511		$	(1,253	)	$	4,040		$	—		$	88,298
Cash flows from investing activities:
Acquisition of Peter Piper Pizza	(663		)	—			—			—			(663		)
Intercompany note	(2,513		)	6,483			—			(3,970		)	—
Purchases of property and equipment	(48,932		)	(6,464		)	(1,598		)	—			(56,994		)
Development of internal use software	—			(2,784		)	—			—			(2,784		)
Other investing activities	261			—			—			—			261
Cash flows provided by (used in) investing activities	(51,847		)	(2,765		)	(1,598		)	(3,970		)	(60,180		)
Cash flows from financing activities:
Repayments on senior term loan	(5,700		)	—			—			—			(5,700		)
Repayments on note payable	—			(34		)	—			—			(34		)
Intercompany note	—			(2,048		)	(1,922		)	3,970			—
Payments on capital lease obligations	(306		)	—			(2		)	—			(308		)
Payments on sale leaseback transactions	(1,196		)	—			—			—			(1,196		)
Dividends paid	(70,000		)	—			—			—			(70,000		)
Cash flows provided by (used in) financing activities	(77,202		)	(2,082		)	(1,924		)	3,970			(77,238		)
Effect of foreign exchange rate changes on cash	—			—			(977		)	—			(977		)
Change in cash and cash equivalents	(43,538		)	(6,100		)	(459		)	—			(50,097		)
Cash and cash equivalents at beginning of period	97,020			6,427			7,547			—			110,994
Cash and cash equivalents at end of period	$	53,482		$	327		$	7,088		$	—		$	60,897

CEC Entertainment, Inc.
Consolidating Statement of Cash Flows
For the 226 Day Period Ended September 28, 2014
(in thousands)
	Successor
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows provided by (used in) operating activities:	$	93,262		$	(68,202	)	$	12,402		$	—		$	37,462
Cash flows from investing activities:
Acquisition of Predecessor	(946,898		)	—			—			—			(946,898		)
Acquisition of Franchisee	(1,529		)	—			—			—			(1,529		)
Intercompany note	(41,149		)	375,358			—			(334,209		)	—
Purchases of property and equipment	(31,845		)	(3,667		)	(3,354		)	—			(38,866		)
Proceeds from sale of property and equipment	—			350			—			—			350
Cash flows provided by (used in) investing activities	(1,021,421		)	372,041			(3,354		)	(334,209		)	(986,943		)
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		)
Repayments on senior term loan	(1,900		)	—			—			—			(1,900		)
Intercompany note	(375,539		)	44,055			(2,725		)	334,209			—
Proceeds from financing sale-leaseback transaction	183,685			—			—			—			183,685
Payment of debt financing costs	(27,575		)	—			—			—			(27,575		)
Payments on capital lease obligations	(204		)	—			—			—			(204		)
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	1,143,820			(303,945		)	(2,725		)	334,209			1,171,359
Effect of foreign exchange rate changes on cash	—			—			(77		)	—			(77		)
Change in cash and cash equivalents	215,661			(106		)	6,246			—			221,801
Cash and cash equivalents at beginning of period	6,653			120			12,411			—			19,184
Cash and cash equivalents at end of period	$	222,314		$	14		$	18,657		$	—		$	240,985

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

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Consolidated Statements of Earnings - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Sep. 28, 2014	Sep. 27, 2015
Successor [Member]
REVENUES:
Food and beverage sales		$ 98,243	$ 82,271	$ 224,197	$ 308,924
Entertainment and merchandise sales		118,753	115,885	300,149	377,358
Total company store sales		216,996	198,156	524,346	686,282
Franchise fees and royalties		4,941	1,533	3,493	13,241
Total revenues		221,937	199,689	527,839	699,523
Company store operating costs:
Cost of food and beverage (exclusive of items shown separately below)		25,032	21,167	57,250	78,209
Cost of entertainment and merchandise (exclusive of items shown separately below)		7,863	6,669	17,426	23,399
Total cost of food, beverage, entertainment and merchandise		32,895	27,836	74,676	101,608
Labor expenses		59,998	57,086	143,781	186,405
Depreciation and amortization		28,394	31,622	84,141	86,606
Rent expense		23,979	22,587	53,012	72,698
Other store operating expenses		36,587	35,123	84,101	105,435
Total company store operating costs		181,853	174,254	439,711	552,752
Other costs and expenses:
Advertising expense		10,292	10,114	24,802	36,339
General and administrative expenses		16,140	13,820	32,576	52,199
Transaction and severance costs		278	5,742	43,263	360
Asset impairments		875	0	0	875
Total operating costs and expenses		209,438	203,930	540,352	642,525
Operating income (loss)		12,499	(4,241)	(12,513)	56,998
Interest Income (Expense), Net		17,209	15,974	43,256	52,031
Income (loss) before income taxes		(4,710)	(20,215)	(55,769)	4,967
Income tax expense (benefit)		(1,508)	(6,936)	(15,834)	3,319
Net income (loss)		(3,202)	(13,279)	(39,935)	1,648
Weighted average common shares outstanding:
Comprehensive Income (Loss), Net of Tax, Attributable to Parent		$ (4,236)	$ (13,931)	$ (40,086)	$ (251)
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
Asset impairments	0
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

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Fair Value of Financial Instruments

9 Months Ended

Sep. 27, 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
	September 27, 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	$	993,110	$	975,178	$	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 nine months ended September 27, 2015, the 226 day period endedSeptember 28, 2014, the 47 day period endedFebruary 14, 2014, and the three months ended September 27, 2015 and September 28, 2014, there were no significant transfers among level 1, 2 or 3 fair value determinations.

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Indebtedness and Interest Expense

9 Months Ended

Sep. 27, 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
	September 27, 2015			December 28, 2014
	(in thousands)
Term loan facility	$	750,500		$	756,200
Senior notes	255,000			255,000
Note payable	80			113
Total debt outstanding	1,005,580			1,011,313
Less:
Unamortized original issue discount	(2,922		)	(3,327		)
Current portion	(9,548		)	(9,545		)
Bank indebtedness and other long-term debt, less current portion	$	993,110		$	998,441

We were in compliance with the debt covenants in effect as of September 27, 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 September 27, 2015, we had $750.5 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 nine months endedSeptember 27, 2015, the federal funds rate ranged from 0.06% to 0.15%, the prime rate was 3.25% and the one-month LIBOR ranged from 0.17% to 0.22%.

The weighted average effective interest rate incurred on our borrowings under our Secured Credit Facilities was 4.6% for the nine months endedSeptember 27, 2015, and 4.8% for the 226 day period endedSeptember 28, 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 September 27, 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 nine months endedSeptember 27, 2015 and 8.3% for the 226 day period endedSeptember 28, 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
	September 27, 2015		September 28, 2014
	(in thousands)
Term loan facility (1)	$	7,724	$	8,725
Senior notes	5,157		5,169
Capital lease obligations	447		469
Sale leaseback obligations	2,765		932
Amortization of debt issuance costs	1,002		1,001
Other	114		(322		)
	$	17,209	$	15,974

	Successor					Predecessor
	Nine Months Ended		For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015		September 28, 2014			February 14, 2014
	(in thousands)
Term loan facility (1)	$	23,229	$	21,586		$	—
Senior notes	15,470		12,592			—
Bridge Loan facility (2)	—		4,943			—
Predecessor Facility	—		—			745
Capital lease obligations	1,349		1,082			275
Sale leaseback obligations	8,331		932			—
Amortization of debt issuance costs	3,004		2,487			58
Other	648		(366		)	73
	$	52,031	$	43,256		$	1,151

 __________________

(1)    Includes amortization of original issue discount.

(2)    The 226 day period endedSeptember 28, 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 nine months endedSeptember 27, 2015, and 6.4% for the 226 day period endedSeptember 28, 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 5.7% for the 226 day period endedSeptember 28, 2014. The weighted average effective interest rate incurred on our borrowings under our Predecessor Facility for the 47 day period endedFebruary 14, 2014 was 1.6%.

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 27, 2015

Finite-Lived Intangible Assets [Line Items]

Schedule of Goodwill Activity

The following table presents changes in the carrying value of goodwill for the nine months endedSeptember 27, 2015 (in thousands):

	Successor
Balance at December 28, 2014	$	483,444
Additions (1)	432
Balance at September 27, 2015	$	483,876

__________________

(1) During the nine months ended September 27, 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, the valuation of PPP’s tradename and the valuation of net operating losses acquired and other tax positions that resulted in a net increase to goodwill of $0.4 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 September 27, 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 (2)	Indefinite	26,700		—			26,700
Favorable lease agreements (1)(2)	10	14,880		(3,171		)	11,709
Franchise agreements	25	53,300		(2,560		)	50,740
		$	494,880	$	(5,731	)	$	489,149

__________________

(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 noncurrent liabilities” in our Consolidated Balance Sheets. Such amounts are being amortized over a weighted average life of 10 years, and are included in “Rent expense” in our Consolidated Statements of Earnings for the Successor periods.

Schedule of Finite-Lived Intangible Assets

The following table presents our indefinite and definite-lived intangible assets at September 27, 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 (2)	Indefinite	26,700		—			26,700
Favorable lease agreements (1)(2)	10	14,880		(3,171		)	11,709
Franchise agreements	25	53,300		(2,560		)	50,740
		$	494,880	$	(5,731	)	$	489,149

__________________

(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 noncurrent liabilities” in our Consolidated Balance Sheets. Such amounts are being amortized over a weighted average life of 10 years, and are included in “Rent expense” in our Consolidated Statements of Earnings for the Successor periods.

(2) In the first quarter of 2015 we recorded adjustments related to the valuation of the favorable lease agreements intangible asset and PPP’s tradename of $(1.1) million and $1.9 million, respectively, recorded in connection with the PPP Acquisition. See Note 2 “Acquisition of Peter Piper Pizza” for a discussion of these adjustments.

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Subsequent Events

9 Months Ended

Sep. 27, 2015

Subsequent Event [Line Items]

Subsequent Events

Subsequent Events:

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Income Taxes

9 Months Ended

Sep. 27, 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
	September 27, 2015			September 28, 2014
Federal and state income taxes	$	(1,643	)	$	(6,728	)
Foreign income taxes	135			(208		)
Income tax expense (benefit)	$	(1,508	)	$	(6,936	)
Effective rate	32.0		%	34.3		%

	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
Federal and state income taxes	$	2,431		$	(15,220	)	$	914
Foreign income taxes	888			(614		)	104
Income tax expense (benefit)	$	3,319		$	(15,834	)	$	1,018
Effective rate	66.8		%	28.4		%	59.1		%

Our effective income tax rate of 66.8% for the nine months endedSeptember 27, 2015, 28.4% for the 226 day period endedSeptember 28, 2014, and 59.1% for the 47 day period endedFebruary 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 $3.9 million and $1.9 million as of September 27, 2015 and December 28, 2014, respectively, and if recognized would decrease our provision for income taxes by $1.6 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 September 27, 2015 and December 28, 2014, was $1.9 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.”

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Other Non-current Liabilities

9 Months Ended

Sep. 27, 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

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Commitments and Contingencies

9 Months Ended

Sep. 27, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

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. We are currently attemptingto schedule mediation of this case in November 2015. The parties have agreed to stay discovery until the completion of mediation.

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 January 9, 2015, the Company filed a Motion to Dismiss Plaintiff’s Second, Third, Seventh and Eighth Causes of Action. The court has not ruled on this motion. On February 26, 2015, the Court overruled the plaintiff’s motion to remand. On October 9, 2015, Plaintiff filed its Motion for Class Certification. The Company’s response to this motion is due October 30, 2015. The Company’s investigation is ongoing. 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. On July 21, 2015 a consolidated class action petition was filed as the operative consolidated complaint 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 Consolidated Class Action Petition seeks, among other things, to recover damages, attorneys’ fees and costs. 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, captioned Magnetar Global Event Driven Master Fund Ltd, et al. v. CEC Entertainment, Inc., 2:14-cv-02279-RDR-KGS. 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. On June 29, 2015, the court held a pretrial conference. Following this conference, on June 30, 2015, the court entered a pretrial order. No trial date has yet been set. 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.

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Stock-Based Compensation Arrangements

9 Months Ended

Sep. 27, 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
	September 27, 2015			September 28, 2014
	(in thousands)
Stock-based compensation costs	$	166		$	197
Portion capitalized as property and equipment (1)	(2		)	(6		)
Stock-based compensation expense recognized	$	164		$	191

	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
	(in thousands)
Stock-based compensation costs	$	742		$	197		$	1,117
Portion capitalized as property and equipment (1)	(9		)	(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	$	733		$	191		$	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 226 day period endedSeptember 28, 2014, as such tax benefits are deductible for income tax purposes on the Successor tax return for fiscal year 2014.

As of September 27, 2015, we had $2.8 million of total unrecognized share-based compensation expense related to unvested options, net of expected forfeitures, which is expected to be amortized over the remaining weighted-average period of 3.5 years.

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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			$ 54.00
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
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
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets		9,872
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|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjQ0NDlmYTk2ZjA5ODQ0OGFiOWVjNjNlYTI0MWYyYzcwfFRleHRTZWxlY3Rpb246M0ZDMTE0NjA5QzI5MDg4MzAwMkFGQTIzNTY2NEJDQUMM}

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Income Taxes Taxes by Jurisdiction (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Sep. 28, 2014	Sep. 27, 2015
Successor [Member]
Income Taxes [Line Items]
Federal and state income taxes		$ (1,643)	$ (6,728)	$ (15,220)	$ 2,431
Foreign income taxes		135	(208)	(614)	888
Income tax expense (benefit)		$ (1,508)	$ (6,936)	$ (15,834)	$ 3,319
Effective income tax rate		32.00%	34.30%	28.40%	66.80%
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%

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Acquisition of CEC Entertainment, Inc. Pro Forma Information (Tables)

9 Months Ended

Sep. 27, 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, 2014			September 29, 2013			September 28, 2014			September 29, 2013
	(in thousands)
Total revenues	$	221,937		$	199,689		$	642,082		$	—
Net loss	$	(11,003	)	$	(11,349	)	$	(3,268	)	$	(5,223	)

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Other Non-current Liabilities (Tables)

9 Months Ended

Sep. 27, 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

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Other Non-current Liabilities (Details) - Successor [Member] - USD ($) $ in Thousands	Sep. 27, 2015	Dec. 28, 2014	Sep. 28, 2014	Dec. 29, 2013
Other Noncurrent Liabilities [Line Items]
Sale leaseback obligations, less current portion		$ 181,282
Other noncurrent liabilities	$ 214,765	$ 205,384	$ 0	$ 205,384

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Goodwill and Intangible Assets - Schedule of Goodwill (Details) - Successor [Member] $ in Thousands	9 Months Ended
	Sep. 27, 2015 USD ($)
Goodwill [Roll Forward]
Goodwill	$ 483,444
Goodwill	$ 483,876

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Consolidated Statements of Comprehensive Income - Successor [Member] - USD ($) $ in Thousands	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 27, 2015	Sep. 28, 2014	Sep. 28, 2014	Sep. 27, 2015
Net income (loss)	$ (3,202)	$ (13,279)	$ (39,935)	$ 1,648
Components of other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(1,034)	(652)	(151)	(1,899)
Total components of other comprehensive income (loss), net of tax	(1,034)	(652)	(151)	(1,899)
Comprehensive income (loss)	$ (4,236)	$ (13,931)	$ (40,086)	$ (251)

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Goodwill and Intangible Assets

9 Months Ended

Sep. 27, 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 nine months endedSeptember 27, 2015 (in thousands):

	Successor
Balance at December 28, 2014	$	483,444
Additions (1)	432
Balance at September 27, 2015	$	483,876

__________________

(1) During the nine months ended September 27, 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, the valuation of PPP’s tradename and the valuation of net operating losses acquired and other tax positions that resulted in a net increase to goodwill of $0.4 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 September 27, 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 (2)	Indefinite	26,700		—			26,700
Favorable lease agreements (1)(2)	10	14,880		(3,171		)	11,709
Franchise agreements	25	53,300		(2,560		)	50,740
		$	494,880	$	(5,731	)	$	489,149

__________________

(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 noncurrent liabilities” in our Consolidated Balance Sheets. Such amounts are being amortized over a weighted average life of 10 years, and are included in “Rent expense” in our Consolidated Statements of Earnings for the Successor periods.

(2) In the first quarter of 2015 we recorded adjustments related to the valuation of the favorable lease agreements intangible asset and PPP’s tradename of $(1.1) million and $1.9 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 $1.5 million for the nine months endedSeptember 27, 2015, $1.1 million for the 226 day period endedSeptember 28, 2014, $0.5 million for the third quarter of 2015, and $0.5 million for the third quarter of 2014 and is included in “Rent expense” in our Consolidated Statements of Earnings. Amortization expense related to franchise agreements was $1.5 million for the nine months endedSeptember 27, 2015, $0.6 million for the 226 day period endedSeptember 28, 2014, $0.5 million for the third quarter of 2015, and $0.2 million for the third 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 endedFebruary 14, 2014.

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Condensed Consolidating Schedules - Cash Flow (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Feb. 14, 2014	Sep. 27, 2015	Sep. 28, 2014	Sep. 28, 2014	Sep. 27, 2015	Dec. 28, 2014
Successor [Member]
Condensed Financial Statements, Captions [Line Items]
Capital lease obligations, less current portion		$ 15,157			$ 15,157	$ 15,476
Capital lease obligations, current portion		408			408	408
Transaction and severance costs		278	$ 5,742	$ 43,263	360
Cash flows provided by (used in) operating activities:
Net Cash Provided by (Used in) Operating Activities				37,462	88,298
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				(38,866)	(56,994)
Proceeds from sale of property and equipment				350	261
Payments to Develop Software				0	(2,784)
Payments for (Proceeds from) Other Investing Activities				0	0
Net cash used in investing activities				(986,943)	(60,180)
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				(1,900)	(5,700)
Repayments of Notes Payable				0	(34)
Cash flows from financing activities:
Intercompany Note, Financing				0	0
Net repayments on revolving credit facility				0	0
Proceeds from sale leaseback transaction				183,685	0
Payment of debt financing costs				(27,575)	0
Repayments of Long-term Capital Lease Obligations				(204)	(308)
Sale Leaseback Transaction, Payments, Financing Activities				0	(1,196)
Payments of Dividends				(890)	(70,000)
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				1,171,359	(77,238)
Effect of foreign exchange rate changes on cash				(77)	(977)
Change in cash and cash equivalents				221,801	(50,097)
Cash and cash equivalents at beginning of period					110,994
Cash and cash equivalents at end of period		60,897	240,985	240,985	60,897
Cash Equivalents, at Carrying Value			240,985	240,985
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		78	(15)	5,992	345
Cash flows provided by (used in) operating activities:
Net Cash Provided by (Used in) Operating Activities				(68,202)	(1,253)
Cash flows provided by (used in) investing activities:
Other Payments to Acquire Businesses				0	0
Payments to acquire franchisee				0
Intercompany Note, Investing				375,358	6,483
Proceeds from sale of property and equipment				(3,667)	(6,464)
Proceeds from sale of property and equipment				350
Payments to Develop Software					(2,784)
Payments for (Proceeds from) Other Investing Activities					0
Net cash used in investing activities				372,041	(2,765)
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	0
Repayments of Notes Payable					(34)
Cash flows from financing activities:
Intercompany Note, Financing				44,055	(2,048)
Proceeds from sale leaseback transaction				0
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	0
Excess tax benefit realized from stock-based compensation				0
Equity contribution				0
Net cash provided by (used in) financing activities				(303,945)	(2,082)
Effect of foreign exchange rate changes on cash				0	0
Change in cash and cash equivalents				(106)	(6,100)
Cash and cash equivalents at beginning of period					6,427
Cash and cash equivalents at end of period		327	14	14	327
Successor [Member] | Non-Guarantors
Condensed Financial Statements, Captions [Line Items]
Capital lease obligations, less current portion		68			68	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				12,402	4,040
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				(3,354)	(1,598)
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				(3,354)	(1,598)
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	0
Repayments of Notes Payable					0
Cash flows from financing activities:
Intercompany Note, Financing				(2,725)	(1,922)
Proceeds from sale leaseback transaction				0
Payment of debt financing costs				0
Repayments of Long-term Capital Lease Obligations				0	(2)
Sale Leaseback Transaction, Payments, Financing Activities					0
Payments of Dividends				0	0
Excess tax benefit realized from stock-based compensation				0
Equity contribution				0
Net cash provided by (used in) financing activities				(2,725)	(1,924)
Effect of foreign exchange rate changes on cash				(77)	(977)
Change in cash and cash equivalents				6,246	(459)
Cash and cash equivalents at beginning of period					7,547
Cash and cash equivalents at end of period		7,088	18,657	18,657	7,088
Successor [Member] | Issuer
Condensed Financial Statements, Captions [Line Items]
Capital lease obligations, less current portion		15,089			15,089	15,395
Capital lease obligations, current portion		405			405	405
Transaction and severance costs		200	5,757	37,271	15
Cash flows provided by (used in) operating activities:
Net Cash Provided by (Used in) Operating Activities				93,262	85,511
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				(41,149)	(2,513)
Proceeds from sale of property and equipment				(31,845)	(48,932)
Proceeds from sale of property and equipment				0
Payments to Develop Software					0
Payments for (Proceeds from) Other Investing Activities					261
Net cash used in investing activities				(1,021,421)	(51,847)
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				(1,900)	(5,700)
Repayments of Notes Payable					0
Cash flows from financing activities:
Intercompany Note, Financing				(375,539)	0
Proceeds from sale leaseback transaction				183,685
Payment of debt financing costs				(27,575)
Repayments of Long-term Capital Lease Obligations				(204)	(306)
Sale Leaseback Transaction, Payments, Financing Activities					(1,196)
Payments of Dividends				(890)	(70,000)
Excess tax benefit realized from stock-based compensation				5,043
Equity contribution				350,000
Net cash provided by (used in) financing activities				1,143,820	(77,202)
Effect of foreign exchange rate changes on cash				0	0
Change in cash and cash equivalents				215,661	(43,538)
Cash and cash equivalents at beginning of period					97,020
Cash and cash equivalents at end of period		53,482	222,314	222,314	53,482
Successor [Member] | Eliminations
Condensed Financial Statements, Captions [Line Items]
Transaction and severance costs			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	0
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)
Proceeds from sale leaseback transaction	0
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	12,411
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	6,653
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	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				(334,209)	(3,970)
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				(334,209)	(3,970)
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	0
Repayments of Notes Payable					0
Cash flows from financing activities:
Intercompany Note, Financing				334,209	3,970
Proceeds from sale leaseback transaction				0
Repayments of Long-term Capital Lease Obligations				0	0
Sale Leaseback Transaction, Payments, Financing Activities					0
Payments of Dividends				0	0
Excess tax benefit realized from stock-based compensation				0
Equity contribution				0
Net cash provided by (used in) financing activities				334,209	3,970
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

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Income Taxes Income Taxes (Tables)

9 Months Ended

Sep. 27, 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
	September 27, 2015			September 28, 2014
Federal and state income taxes	$	(1,643	)	$	(6,728	)
Foreign income taxes	135			(208		)
Income tax expense (benefit)	$	(1,508	)	$	(6,936	)
Effective rate	32.0		%	34.3		%

	Successor						Predecessor
	Nine Months Ended			For the 226 Day Period Ended			For the 47 Day Period Ended
	September 27, 2015			September 28, 2014			February 14, 2014
Federal and state income taxes	$	2,431		$	(15,220	)	$	914
Foreign income taxes	888			(614		)	104
Income tax expense (benefit)	$	3,319		$	(15,834	)	$	1,018
Effective rate	66.8		%	28.4		%	59.1		%

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Acquisition of Peter Piper Pizza Table of Assets Acquired (Details) - USD ($) $ in Thousands			7 Months Ended	9 Months Ended	11 Months Ended
		Oct. 16, 2014	Sep. 28, 2014	Sep. 27, 2015	Sep. 27, 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)		(12,904)	(12,904)
Other current and non-current liabilities		(4,061)		(4,061)	(4,061)
Net assets acquired		67,427		67,658	67,658
Goodwill, Fair Value Disclosure		$ 50,982		51,414	$ 51,414
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				31
Goodwill, Translation and Purchase Accounting Adjustments				231
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]			$ 432

[1] SuccessorBalance at December 28, 2014$483,444Additions (1)432Balance at September 27, 2015$483,876__________________(1)During the nine months ended September 27, 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, the valuation of PPP’s tradename and the valuation of net operating losses acquired and other tax positions that resulted in a net increase to goodwill of $0.4 million. See Note 2 “Peter Piper Acquisition” for a discussion of the measurement period adjustments.

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Description of Business and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 27, 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 $1.6 million for the nine months endedSeptember 27, 2015, $1.5 million for the 226 day period endedSeptember 28, 2014 and $0.4 million for the 47 day period endedFebruary 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 September 27, 2015 and for the nine months ended September 27, 2015, the 226 day period endedSeptember 28, 2014, the 47 day period endedFebruary 14, 2014, and the three months ended September 27, 2015 and September 28, 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.

Property and Equipment

Asset Impairments

During the three and nine months endedSeptember 27, 2015, we recognized an asset impairment charge of $0.9 million primarily related to ten stores. There were no impairment charges recognized in the three months ended September 28, 2014, the 226 day period endedSeptember 28, 2014 and the 47 day period endedFebruary 14, 2014. We continue to operate all of these stores. These impairment charges were the result of a decline in the stores’ financial performance, primarily due to various economic factors in the markets in which the stores are located. As of September 27, 2015, the aggregate carrying value of the property and equipment at impaired stores, after the impairment charges, was $0.7 million for stores impaired in 2015.

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 September 27, 2015, we have $21.1 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 August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date. This amendment defers the effective date of the Board’s revenue standard, ASU 2014-09. The amendment defers the effective date of ASU 2014-09 to 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.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This amendment requires that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation or amortization, or other income effects (if any) as a result of the change to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date, must be recorded in the reporting period in which the adjustment amounts are determined rather than retrospectively. This amendment is effective for fiscal years beginning after December 15, 2015, including interim periods therein. Early adoption is permitted for financial statements that have not been previously issued. We do not expect the adoption of this amendment to have a significant impact on our Consolidated Financial Statements.