UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 8, 2018  
CEC ENTERTAINMENT, INC.
(Exact name of registrant as specified in charter)
 
 
 
 
 
Kansas
 
1-13687
 
48-0905805
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1707 Market Place Blvd, Suite 200
Irving, Texas
 
75063
(Address of principal executive offices)
 
(Zip Code)
(972) 258-8507
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

1


Item 2.02. Results of Operations and Financial Condition.
On November 8, 2018, the Company issued a press release announcing its financial results for the third quarter ended September 30, 2018. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Current Report on Form 8-K related to Item 2.02, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in that filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits

2


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 hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
CEC ENTERTAINMENT, INC.
 
 
 
 
Date: November 9, 2018
 
 
 
By:
 
/s/ James A. Howell
 
 
 
 
 
 
James A. Howell
 
 
 
 
 
 
Executive Vice President and Chief Financial Officer 

3


EXHIBIT INDEX
 


4


Exhibit 99.1
News Release                                            
CEC Entertainment, Inc. Reports
Financial Results for the 2018 Third Quarter

IRVING, Texas - November 8, 2018 - CEC Entertainment, Inc. (the “Company”) today announced financial results for its third quarter ended September 30, 2018.

Third quarter Results (1)  
Comparable venue sales increased 2.2% in the third quarter of 2018 compared to the third quarter of 2017, and total revenues increased $7.6 million or 3.6% to $220.9 million in the third quarter. The increase in comparable venue sales was offset by a $1.5 million decrease in revenue due to temporary store closures and a net reduction of four Company-operated venues.
The Company reported a net loss of $9.5 million for the third quarter of 2018, compared to a net loss of $11.1 million for the third quarter of 2017. The net loss was positively impacted by the increase in Company-operated venue sales, a reduction in overhead expenses as a result of savings initiatives and cost reduction efforts, and lower marketing expenses. These favorable impacts were partially offset by higher labor expenses from wage inflation and increased merchandise costs related to the national launch of All You Can Play and “More Tickets” in the third quarter of 2018. Additionally, the net loss was impacted by a $5.3 million impairment charge related to some of our less profitable locations and a $1.6 million increase in interest expense driven by the impact of the increase in LIBOR rates on our variable rate debt.
“We were encouraged to be able to increase comparable venue sales for the second consecutive quarter,” said Tom Leverton, Chief Executive Officer. “We are focused on continuing the positive comparable venue sales growth momentum while driving profitability. We were excited by the positive impact of the new All You Can Play game packages and More Tickets Per Play initiatives we launched nationally in the third quarter, and we are optimistic about additional planned initiatives and tests to drive even more improvements to the business.”
Adjusted EBITDA(1) for the third quarter of 2018 was $38.5 million, an increase of $4.0 million from the third quarter of 2017.
Balance Sheet and Liquidity
As of September 30, 2018, the Company had cash and cash equivalents of $84.4 million with net availability of $141.0 million on the undrawn revolving credit facility. There is $980.8 million principal outstanding on the Company’s long-term debt.
During the third quarter of 2018, the Company made $19.3 million of capital expenditures, of which $10.4 million related to growth initiatives, $1.1 million related to IT initiatives, and $7.8 million related to maintenance capital expenditures, primarily consisting of game enhancements and general venue capital expenditures.
________________
(1)
For our definition of Adjusted EBITDA, see the financial table “Reconciliation of Non-GAAP Financial Measures” included within this press release.

1



As of September 30, 2018, the Company’s system-wide portfolio consisted of:
 
 
Chuck E. Cheese’s
 
Peter Piper Pizza
 
Total
Company operated
 
516

 
41

 
557

Domestic franchised
 
26

 
61

 
87

International franchised
 
65

 
45

 
110

Total
 
607

 
147

 
754

Conference Call Information:
The Company will host a conference call beginning at 9:00 a.m. Central Time on Friday, November 9, 2018. The call can be accessed by dialing (855) 743-8451 or (330) 968-0151 for international participants and conference code 4191749.
A replay of the call will be available from 12:00 p.m. Central Time on November 9, 2018 through 10:59 p.m. Central Time on November 21, 2018. The replay of the call can be accessed by dialing (800) 585-8367 or (404) 537-3406 for international participants and conference code 4191749.
About CEC Entertainment, Inc.
CEC Entertainment is the nationally recognized leader in family dining and entertainment with both its Chuck E. Cheese’s and Peter Piper Pizza venues. As America’s #1 place for birthdays, Chuck E. Cheese’s goal is to create positive, lifelong memories for families through fun, food, and play and is the place Where A Kid Can Be A Kid ®. Committed to providing a fun, safe environment, Chuck E. Cheese’s helps protect families through industry-leading programs such as Kid Check®. As a strong advocate for its local communities, Chuck E. Cheese’s has donated more than $16 million to schools through its fundraising programs and supports its new national charity partner, Boys and Girls Clubs of America. Peter Piper Pizza, with its neighborhood pizzeria feel, features dining, entertainment and carryout. The solution to ‘the family night out’, Peter Piper Pizza takes pride in delivering a food first, parent friendly experience that reconnects family and friends. As of September 30, 2018, the Company and its franchisees operated a system of 607 Chuck E. Cheese’s and 147 Peter Piper Pizza venues, with locations in 47 states and 14 foreign countries and territories. For more information, visit chuckecheese.com and peterpiperpizza.com.

Investor Inquiries:                            Media Inquiries:
Jim Howell                                Erin Gordon
EVP & CFO                                Current Marketing
CEC Entertainment, Inc.                            (312) 929-0514
(972) 258-4525                             egordon@talktocurrent.com
jhowell@cecentertainment.com                        
                    

2


Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this press release, including statements regarding our strategy, future operations, objectives of management and expected market growth, 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 31, 2017, filed with the Securities and Exchange Commission on March 28, 2018. 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. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including but not limited to:
our strategy, outlook and growth prospects;
our operational and financial targets and dividend policy;
our planned expansion of the venue base and the implementation of the new design in our existing venues;
general economic trends and trends in the industry and markets; and
the competitive environment in which we operate.
These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause our results to vary from expectations include, but are not limited to:
negative publicity and changes in consumer preferences;
our ability to successfully expand and update our current venue base;
our ability to successfully implement our marketing strategy;
our ability to compete effectively in an environment of intense competition;
our ability to weather economic uncertainty and changes in consumer discretionary spending;
increases in food, labor and other operating costs;
our ability to successfully open international franchises and to operate under the United States and foreign anti-corruption laws that govern those international ventures;
risks related to our substantial indebtedness;
failure of our information technology systems to support our current and growing businesses;
disruptions to our commodity distribution system;
our dependence on third-party vendors to provide us with sufficient quantities of new entertainment-related equipment, prizes and merchandise at acceptable prices;
risks from product liability claims and product recalls;
the impact of governmental laws and regulations and the outcomes of legal proceedings;
potential liability under certain state property laws;
fluctuations in our financial results due to new venue openings;
local conditions, natural disasters, terrorist attacks and other events and public health issues;
the seasonality of our business;
inadequate insurance coverage;
labor shortages and immigration reform;
loss of certain personnel;
our ability to protect our trademarks or other proprietary rights;
risks associated with owning and leasing real estate, as well as the risks from any forced venue relocation or closure;
our ability to successfully integrate the operations of companies we acquire;
impairment charges for goodwill, indefinite-lived intangible assets or other long-lived assets;
our failure to maintain adequate internal controls over our financial and management systems; and

3


other risks, uncertainties and factors set forth in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 28, 2018.
The forward-looking statements made in this press release reflect our views with respect to future events as of the date of this press release and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this press release and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report. We anticipate that subsequent events and developments will cause our views to change. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.
- financial tables follow -

4


CEC ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands, except percentages)



 
Three Months Ended
 
 
Nine Months Ended
 
September 30,
2018
 
October 1,
2017
 
 
September 30,
2018
 
October 1,
2017
 
 
REVENUES:
 
 
 
 
 
 
 
 
 
 
 
 
Food and beverage sales
$
94,023

 
42.6
 %
 
$
98,255

 
46.1
 %
 
 
$
308,658

 
44.5
 %
 
$
320,085

 
46.4
%
Entertainment and merchandise sales
121,611

 
55.0
 %
 
110,633

 
51.9
 %
 
 
368,633

 
53.2
 %
 
356,274

 
51.6
%
Total company venue sales
215,634

 
97.6
 %
 
208,888

 
97.9
 %
 
 
677,291

 
97.7
 %
 
676,359

 
98.0
%
Franchise fees and royalties
5,311

 
2.4
 %
 
4,459

 
2.1
 %
 
 
15,917

 
2.3
 %
 
13,731

 
2.0
%
Total revenues
220,945

 
100.0
 %
 
213,347

 
100.0
 %
 
 
693,208

 
100.0
 %
 
690,090

 
100.0
%
OPERATING COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company venue operating costs (excluding Depreciation and amortization):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of food and beverage (1)
22,520

 
24.0
 %
 
23,974

 
24.4
 %
 
 
72,774

 
23.6
 %
 
75,014

 
23.4
%
Cost of entertainment and merchandise (2)
9,874

 
8.1
 %
 
7,430

 
6.7
 %
 
 
27,676

 
7.5
 %
 
22,771

 
6.4
%
Total cost of food, beverage, entertainment and merchandise (3)
32,394

 
15.0
 %
 
31,404

 
15.0
 %
 
 
100,450

 
14.8
 %
 
97,785

 
14.5
%
Labor expenses (3)
65,028

 
30.2
 %
 
61,220

 
29.3
 %
 
 
194,994

 
28.8
 %
 
187,958

 
27.8
%
Rent expense (3)
23,851

 
11.1
 %
 
24,259

 
11.6
 %
 
 
72,615

 
10.7
 %
 
71,484

 
10.6
%
Other venue operating expenses (3)
38,232

 
17.7
 %
 
40,561

 
19.4
 %
 
 
113,363

 
16.7
 %
 
113,277

 
16.7
%
Total company venue operating costs (3)
159,505

 
74.0
 %
 
157,444

 
75.4
 %
 
 
481,422

 
71.1
 %
 
470,504

 
69.6
%
Other costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Advertising expense
11,058

 
5.0
 %
 
12,083

 
5.7
 %
 
 
38,010

 
5.5
 %
 
37,702

 
5.5
%
General and administrative expenses
13,193

 
6.0
 %
 
13,575

 
6.4
 %
 
 
39,519

 
5.7
 %
 
42,665

 
6.2
%
Depreciation and amortization
24,739

 
11.2
 %
 
27,136

 
12.7
 %
 
 
76,804

 
11.1
 %
 
83,064

 
12.0
%
Transaction, severance and related litigation costs
(263
)
 
(0.1
)%
 
128

 
0.1
 %
 
 
463

 
0.1
 %
 
698

 
0.1
%
Asset impairments
5,344

 
2.4
 %
 
1,843

 
0.9
 %
 
 
6,935

 
1.0
 %
 
1,843

 
0.3
%
Total operating costs and expenses
213,576

 
96.7
 %
 
212,209

 
99.5
 %
 
 
643,153

 
92.8
 %
 
636,476

 
92.2
%
Operating income
7,369

 
3.3
 %
 
1,138

 
0.5
 %
 
 
50,055

 
7.2
 %
 
53,614

 
7.8
%
Interest expense
19,069

 
8.6
 %
 
17,451

 
8.2
 %
 
 
56,740

 
8.2
 %
 
51,574

 
7.5
%
Income (loss) before income taxes
(11,700
)
 
(5.3
)%
 
(16,313
)
 
(7.6
)%
 
 
(6,685
)
 
(1.0
)%
 
2,040

 
0.3
%
Income tax expense (benefit)
(2,213
)
 
(1.0
)%
 
(5,221
)
 
(2.4
)%
 
 
(454
)
 
(0.1
)%
 
1,840

 
0.3
%
Net income (loss)
$
(9,487
)
 
(4.3
)%
 
$
(11,092
)
 
(5.2
)%
 
 
$
(6,231
)
 
(0.9
)%
 
$
200

 
%
________________
Percentages are expressed as a percent of total revenues (except as otherwise noted).
(1)    Percentage amount expressed as a percentage of food and beverage sales.
(2)    Percentage amount expressed as a percentage of entertainment and merchandise sales.
(3)    Percentage amount expressed as a percentage of total company venue 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 sales and entertainment and merchandise sales, as opposed to total company venue sales.

5


CEC ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share information)

 
 
September 30,
2018
 
December 31,
2017
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
84,429

 
$
67,200

Restricted cash
 
23

 
112

Other current assets
 
75,295

 
73,419

Total current assets
 
159,747

 
140,731

Property and equipment, net
 
542,896

 
570,021

Goodwill
 
484,438

 
484,438

Intangible assets, net
 
477,872

 
480,377

Other noncurrent assets
 
21,104

 
19,477

Total assets
 
$
1,686,057

 
$
1,695,044

LIABILITIES AND STOCKHOLDER’S EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Bank indebtedness and other long-term debt, current portion
 
$
7,600

 
$
7,600

Other current liabilities
 
100,248

 
102,689

Total current liabilities
 
107,848

 
110,289

Capital lease obligations, less current portion
 
12,528

 
13,010

Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion
 
962,402

 
965,213

Deferred tax liability
 
110,921

 
114,186

Other noncurrent liabilities
 
236,136

 
230,198

Total liabilities
 
1,429,835

 
1,432,896

Stockholder’s equity:
 

 

Common stock, $0.01 par value; authorized 1,000 shares; 200 shares issued as of September 30, 2018 and December 31, 2017
 

 

Capital in excess of par value
 
359,411

 
359,233

Accumulated deficit
 
(101,430
)
 
(95,199
)
Accumulated other comprehensive loss
 
(1,759
)
 
(1,886
)
Total stockholder’s equity
 
256,222

 
262,148

Total liabilities and stockholder’s equity
 
$
1,686,057

 
$
1,695,044



6


CEC ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

 
 
Nine Months Ended
 
 
September 30,
2018
 
October 1,
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
Net income (loss)
 
$
(6,231
)
 
$
200

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 

 

  Depreciation and amortization
 
76,804

 
83,064

  Asset impairments
 
6,935

 
1,843

  Deferred income taxes
 
(3,314
)
 
(5,220
)
  Stock-based compensation expense
 
169

 
520

  Amortization of lease related liabilities
 
(749
)
 
(411
)
  Amortization of original issue discount and deferred debt financing costs
 
3,284

 
3,410

  Loss on asset disposals, net
 
2,551

 
5,457

  Non-cash rent expense
 
4,109

 
3,562

  Other adjustments
 
531

 
18

  Changes in operating assets and liabilities:
 
 
 
 
 Operating assets
 
(1,547
)
 
(626
)
 Operating liabilities
 
(67
)
 
2,374

Net cash provided by operating activities
 
82,475

 
94,191

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
  Purchases of property and equipment
 
(55,202
)
 
(71,910
)
  Development of internal use software
 
(1,992
)
 
(2,520
)
  Proceeds from sale of property and equipment
 
464

 
424

Net cash used in investing activities
 
(56,730
)
 
(74,006
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
  Repayments on senior term loan
 
(5,700
)
 
(5,700
)
  Proceeds from sale leaseback transaction
 

 
4,073

  Other financing activities
 
(2,956
)
 
(695
)
Net cash used in financing activities
 
(8,656
)
 
(2,322
)
Effect of foreign exchange rate changes on cash
 
51

 
492

Change in cash, cash equivalents and restricted cash
 
17,140

 
18,355

Cash, cash equivalents and restricted cash at beginning of period
 
67,312

 
61,291

Cash, cash equivalents and restricted cash at end of period
 
$
84,452

 
$
79,646


7


CEC ENTERTAINMENT, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
(in thousands, except percentages)


Non-GAAP Financial Measures
Certain financial measures presented in this press release, such as Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) and Adjusted EBITDA as a percentage of revenues (“Adjusted EBITDA Margin”) are not recognized terms under accounting principles generally accepted in the United States (“GAAP”). The Company’s management believes that the presentation of these measures is appropriate to provide useful information to investors regarding its operating performance and its capacity to incur and service debt and fund capital expenditures. Further, the Company believes that Adjusted EBITDA is used by many investors, analysts and rating agencies as a measure of performance. The Company also presents Adjusted EBITDA because it is substantially similar to Credit Agreement EBITDA, a measure used in calculating financial ratios and other calculations under our debt agreements, except for excluding the annualized full year effect of Company-operated and franchised venues that were opened and closed during the year. By reporting Adjusted EBITDA, the Company provides a basis for comparison of its business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.
The Company’s definition of Adjusted EBITDA allows for the exclusion of certain non-cash and other income and expense items that are used in calculating net income from continuing operations. However, these are items that may recur, vary greatly and can be difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these items can represent the reduction of cash that could be used for other corporate purposes. These measures should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance, or cash flows as measures of liquidity. These measures have important limitations as analytical tools, and users should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, the Company relies primarily on its GAAP results and uses Adjusted EBITDA and Adjusted EBITDA Margin only supplementally.
The following table sets forth a reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA Margin for the periods shown:
 
 
Three Months Ended

Nine Months Ended
 
 
September 30,
2018

October 1,
2017

September 30,
2018

October 1,
2017
 
 
 
 
 
 
 
 
 
Total revenues
 
$
220,945

 
$
213,347

 
$
693,208

 
$
690,090

Net income (loss) as reported
 
$
(9,487
)
 
$
(11,092
)
 
$
(6,231
)
 
$
200

Interest expense
 
19,069

 
17,451

 
56,740

 
51,574

Income tax expense (benefit)
 
(2,213
)
 
(5,221
)
 
(454
)
 
1,840

Depreciation and amortization
 
24,739

 
27,136

 
76,804

 
83,064

Asset impairments
 
5,344

 
1,843

 
6,935

 
1,843

Loss on asset disposals, net
 
513

 
1,741

 
2,551

 
5,457

Unrealized loss on foreign exchange
 
(412
)
 

 
283

 

Non-cash stock-based compensation
 
(58
)
 
184

 
169

 
520

Rent expense book to cash
 
945

 
1,192

 
5,133

 
4,028

Franchise revenue, net cash received
 
(30
)
 

 
712

 
(344
)
Impact of purchase accounting
 

 

 

 
785

Venue pre-opening costs
 
81

 
155

 
105

 
643

One-time and unusual items
 
44

 
1,167

 
1,511

 
4,379

Adjusted EBITDA
 
$
38,535

 
$
34,556

 
$
144,258

 
$
153,989

Adjusted EBITDA Margin
 
17.4
%
 
16.2
%
 
20.8
%
 
22.3
%


8