Consolidating Guarantor Financial Information

12 Months Ended

Jan. 01, 2017

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Consolidating Guarantor Financial Information

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.
Consolidating Statement of Cash Flows
Fiscal Year 2015
(in thousands)

	Successor
	Issuer				Guarantors				Non-Guarantors				Eliminations				Consolidated
Cash flows provided by (used in) operating activities:	$	95,659			$	(492	)		$	5,446			$	—			$	100,613

Cash flows from investing activities:
Acquisition of Peter Piper Pizza	(663		)		—				—				—				(663		)
Intercompany note	2,393				2,925				—				(5,318		)		—
Purchases of property and equipment	(65,070		)		(6,028		)		(1,936		)		—				(73,034		)
Development of internal use software	(2,018		)		(2,784		)		—				—				(4,802		)
Proceeds from sale of property and equipment	308				—				—				—				308
Cash flows provided by (used in) investing activities	(65,050		)	—	(5,887		)	—	(1,936		)	—	(5,318		)	—	(78,191		)

Cash flows from financing activities:
Repayments on senior term loan	(9,500		)		—				—				—				(9,500		)
Repayments on notes payable	—				(49		)		—				—				(49		)
Intercompany note	(3,847		)		1,798				(3,269		)		5,318				—
Payments on capital lease obligations	(402		)		—				(3		)		—				(405		)
Payments on sale leaseback transactions	(1,663		)		—				—				—				(1,663		)
Dividends paid	(70,000		)		—				—				—				(70,000		)
Excess tax benefit realized from stock-based compensation	18				—				—				—				18
Cash flows provided by (used in) financing activities	(85,394		)		1,749				(3,272		)		5,318				(81,599		)
Effect of foreign exchange rate changes on cash	—				—				(1,163		)		—				(1,163		)

Change in cash and cash equivalents	(54,785		)		(4,630		)		(925		)		—				(60,340		)
Cash and cash equivalents at beginning of period	97,020				6,427				7,547				—				110,994
Cash and cash equivalents at end of period	$	42,235			$	1,797			$	6,622			$	—			$	50,654



CEC Entertainment, Inc.
Consolidating Statement of Cash Flows
Fiscal Year 2016
(in thousands)

	Successor
	Issuer				Guarantors			Non-Guarantors			Eliminations		Consolidated
Cash flows provided by (used in) operating activities:	$	73,722			$	44,608		$	357		$	—	$	118,687

Cash flows from investing activities:
Purchases of property and equipment	(69,827		)		(18,439		)	(414		)	—		(88,680		)
Development of internal use software	(7,671		)		(2,784		)	—			—		(10,455		)
Proceeds from sale of property and equipment	696				—			—			—		696
Cash flows provided by (used in) investing activities	(76,802		)		(21,223		)	(414		)	—		(98,439		)

Cash flows from financing activities:
Repayments on senior term loan	(7,600		)		—			—			—		(7,600		)
Repayments on note payable	—				(50		)	—			—		(50		)
Intercompany note	23,974				(23,974		)	—			—		—
Payments on capital lease obligations	(417		)		—			(4		)	—		(421		)
Payments on sale leaseback transactions	(2,028		)	—	—			—			—		(2,028		)
Excess tax benefit realized from stock-based compensation	4				—			—			—		4
Cash flows provided by (used in) financing activities	13,933				(24,024		)	(4		)	—		(10,095		)
Effect of foreign exchange rate changes on cash	—				—			216			—		216

Change in cash and cash equivalents	10,853				(639		)	155			—		10,369
Cash and cash equivalents at beginning of period	42,235				1,797			6,622			—		50,654
Cash and cash equivalents at end of period	$	53,088			$	1,158		$	6,777		$	—	$	61,023



CEC Entertainment, Inc.
Consolidating Statement of Cash Flows
Fiscal Year 2015
(in thousands)

	Successor
	Issuer				Guarantors				Non-Guarantors				Eliminations				Consolidated
Cash flows provided by (used in) operating activities:	$	95,659			$	(492	)		$	5,446			$	—			$	100,613

Cash flows from investing activities:
Acquisition of Peter Piper Pizza	(663		)		—				—				—				(663		)
Intercompany note	2,393				2,925				—				(5,318		)		—
Purchases of property and equipment	(65,070		)		(6,028		)		(1,936		)		—				(73,034		)
Development of internal use software	(2,018		)		(2,784		)		—				—				(4,802		)
Proceeds from sale of property and equipment	308				—				—				—				308
Cash flows provided by (used in) investing activities	(65,050		)	—	(5,887		)	—	(1,936		)	—	(5,318		)	—	(78,191		)

Cash flows from financing activities:
Repayments on senior term loan	(9,500		)		—				—				—				(9,500		)
Repayments on notes payable	—				(49		)		—				—				(49		)
Intercompany note	(3,847		)		1,798				(3,269		)		5,318				—
Payments on capital lease obligations	(402		)		—				(3		)		—				(405		)
Payments on sale leaseback transactions	(1,663		)		—				—				—				(1,663		)
Dividends paid	(70,000		)		—				—				—				(70,000		)
Excess tax benefit realized from stock-based compensation	18				—				—				—				18
Cash flows provided by (used in) financing activities	(85,394		)		1,749				(3,272		)		5,318				(81,599		)
Effect of foreign exchange rate changes on cash	—				—				(1,163		)		—				(1,163		)

Change in cash and cash equivalents	(54,785		)		(4,630		)		(925		)		—				(60,340		)
Cash and cash equivalents at beginning of period	97,020				6,427				7,547				—				110,994
Cash and cash equivalents at end of period	$	42,235			$	1,797			$	6,622			$	—			$	50,654



CEC Entertainment, Inc.
Consolidating Statement of Cash Flows
For the 317 Day Period Ended December 28, 2014
(in thousands)

	Successor
	Issuer				Guarantors				Non-Guarantors				Eliminations				Consolidated
Cash flows provided by (used in) operating activities:	$	70,034			$	(24,166	)		$	2,223			$	—			$	48,091

Cash flows from investing activities:
Acquisition of Predecessor	(946,898		)		—				—				—				(946,898		)
Acquisition of franchise	—				(1,529		)		—				—				(1,529		)
Acquisition of Peter Piper Pizza	(118,409		)		5,267				—				—				(113,142		)
Intercompany note	—				375,539				—				(375,539		)		—
Purchases of property and equipment	(55,299		)		(4,136		)		(1,593		)		—				(61,028		)
Development of internal use software	—				(2,130		)		—				—				(2,130		)
Proceeds from sale of property and equipment	23				419				—				—				442
Cash flows provided by (used in) investing activities	(1,120,583		)	—	373,430			—	(1,593		)	—	(375,539		)	—	(1,124,285		)

Cash flows from financing activities:
Net proceeds from senior term loan, net of original issue discount	756,200				—				—				—				756,200
Net proceeds from senior notes	255,000				—				—				—				255,000
Repayment of Predecessor Facility	—				(348,000		)		—				—				(348,000		)
Repayments on senior term loan	(3,800		)		(7		)		—				—				(3,807		)
Intercompany note	(375,539		)		5,050				(5,050		)		375,539				—
Proceeds from financing sale-leaseback transaction	183,685				—				—				—				183,685
Payment of debt financing costs	(27,575		)		—				—				—				(27,575		)
Payments on capital lease obligations	(297		)		—				—				—				(297		)
Payments on sale leaseback transactions	(742		)		—				—				—				(742		)
Dividends paid	(890		)		—				—				—				(890		)
Excess tax benefit realized from stock-based compensation	4,874				—				—				—				4,874
Equity contribution	350,000				—				—				—				350,000
Cash flows provided by (used in) financing activities	1,140,916			—	(342,957		)	—	(5,050		)	—	375,539			—	1,168,448
Effect of foreign exchange rate changes on cash	—				—				(444		)		—				(444		)

Change in cash and cash equivalents	90,367			—	6,307			—	(4,864		)	—	—			—	91,810
Cash and cash equivalents at beginning of period	6,653				120				12,411				—				19,184
Cash and cash equivalents at end of period	$	97,020			$	6,427			$	7,547			$	—			$	110,994



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 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



CEC Entertainment, Inc.
Consolidating Statement of Cash Flows
Fiscal Year 2016
(in thousands)

	Successor
	Issuer				Guarantors			Non-Guarantors			Eliminations		Consolidated
Cash flows provided by (used in) operating activities:	$	73,722			$	44,608		$	357		$	—	$	118,687

Cash flows from investing activities:
Purchases of property and equipment	(69,827		)		(18,439		)	(414		)	—		(88,680		)
Development of internal use software	(7,671		)		(2,784		)	—			—		(10,455		)
Proceeds from sale of property and equipment	696				—			—			—		696
Cash flows provided by (used in) investing activities	(76,802		)		(21,223		)	(414		)	—		(98,439		)

Cash flows from financing activities:
Repayments on senior term loan	(7,600		)		—			—			—		(7,600		)
Repayments on note payable	—				(50		)	—			—		(50		)
Intercompany note	23,974				(23,974		)	—			—		—
Payments on capital lease obligations	(417		)		—			(4		)	—		(421		)
Payments on sale leaseback transactions	(2,028		)	—	—			—			—		(2,028		)
Excess tax benefit realized from stock-based compensation	4				—			—			—		4
Cash flows provided by (used in) financing activities	13,933				(24,024		)	(4		)	—		(10,095		)
Effect of foreign exchange rate changes on cash	—				—			216			—		216

Change in cash and cash equivalents	10,853				(639		)	155			—		10,369
Cash and cash equivalents at beginning of period	42,235				1,797			6,622			—		50,654
Cash and cash equivalents at end of period	$	53,088			$	1,158		$	6,777		$	—	$	61,023



CEC Entertainment, Inc.
Consolidating Statement of Cash Flows
For the 317 Day Period Ended December 28, 2014
(in thousands)

	Successor
	Issuer				Guarantors				Non-Guarantors				Eliminations				Consolidated
Cash flows provided by (used in) operating activities:	$	70,034			$	(24,166	)		$	2,223			$	—			$	48,091

Cash flows from investing activities:
Acquisition of Predecessor	(946,898		)		—				—				—				(946,898		)
Acquisition of franchise	—				(1,529		)		—				—				(1,529		)
Acquisition of Peter Piper Pizza	(118,409		)		5,267				—				—				(113,142		)
Intercompany note	—				375,539				—				(375,539		)		—
Purchases of property and equipment	(55,299		)		(4,136		)		(1,593		)		—				(61,028		)
Development of internal use software	—				(2,130		)		—				—				(2,130		)
Proceeds from sale of property and equipment	23				419				—				—				442
Cash flows provided by (used in) investing activities	(1,120,583		)	—	373,430			—	(1,593		)	—	(375,539		)	—	(1,124,285		)

Cash flows from financing activities:
Net proceeds from senior term loan, net of original issue discount	756,200				—				—				—				756,200
Net proceeds from senior notes	255,000				—				—				—				255,000
Repayment of Predecessor Facility	—				(348,000		)		—				—				(348,000		)
Repayments on senior term loan	(3,800		)		(7		)		—				—				(3,807		)
Intercompany note	(375,539		)		5,050				(5,050		)		375,539				—
Proceeds from financing sale-leaseback transaction	183,685				—				—				—				183,685
Payment of debt financing costs	(27,575		)		—				—				—				(27,575		)
Payments on capital lease obligations	(297		)		—				—				—				(297		)
Payments on sale leaseback transactions	(742		)		—				—				—				(742		)
Dividends paid	(890		)		—				—				—				(890		)
Excess tax benefit realized from stock-based compensation	4,874				—				—				—				4,874
Equity contribution	350,000				—				—				—				350,000
Cash flows provided by (used in) financing activities	1,140,916			—	(342,957		)	—	(5,050		)	—	375,539			—	1,168,448
Effect of foreign exchange rate changes on cash	—				—				(444		)		—				(444		)

Change in cash and cash equivalents	90,367			—	6,307			—	(4,864		)	—	—			—	91,810
Cash and cash equivalents at beginning of period	6,653				120				12,411				—				19,184
Cash and cash equivalents at end of period	$	97,020			$	6,427			$	7,547			$	—			$	110,994