Document and Entity Information
Document and Entity Information | 3 Months Ended | 9 Months Ended |
Oct. 02, 2016Stateshares | Oct. 02, 2016Stateshares | |
Entity Information [Line Items] | ||
Number of States in which Entity Operates | State | 47 | 47 |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 2, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CEC | |
Entity Registrant Name | CEC ENTERTAINMENT INC | |
Entity Central Index Key | 813,920 | |
Current Fiscal Year End Date | --01-01 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | shares | 200 | 200 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 02, 2016 | Jan. 03, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 79,857,000 | $ 50,654,000 |
Restricted Cash and Cash Equivalents, Current | 196,000 | 0 |
Accounts receivable | 16,313,000 | 25,936,000 |
Inventories | 21,528,000 | 23,275,000 |
Prepaid expenses | 21,734,000 | 18,223,000 |
Total current assets | 139,628,000 | 118,088,000 |
Property and equipment, net | 599,653,000 | 629,047,000 |
Goodwill | 483,876,000 | 483,876,000 |
Intangible assets, net | 485,057,000 | 488,095,000 |
Other noncurrent assets | 22,861,000 | 13,929,000 |
Total assets | 1,731,075,000 | 1,733,035,000 |
Current liabilities: | ||
Bank indebtedness and other long-term debt | 7,626,000 | 7,650,000 |
Capital lease obligations | 477,000 | 421,000 |
Accounts payable | 39,237,000 | 44,090,000 |
Accrued expenses | 43,532,000 | 38,284,000 |
Unearned revenues | 14,624,000 | 10,233,000 |
Accrued interest | 3,942,000 | 9,757,000 |
Other current liabilities | 3,969,000 | 3,678,000 |
Total current liabilities | 113,407,000 | 114,113,000 |
Capital lease obligations, less current portion | 14,681,000 | 15,044,000 |
Bank indebtedness and other long-term debt, less current portion | 969,030,000 | 971,333,000 |
Deferred tax liability | 191,532,000 | 201,734,000 |
Accrued insurance | 9,664,000 | 9,737,000 |
Other noncurrent liabilities | 216,517,000 | 212,528,000 |
Total liabilities | 1,514,831,000 | 1,524,489,000 |
Stockholder’s equity: | ||
Common stock | 0 | 0 |
Capital in excess of par value | 356,996,000 | 356,460,000 |
Accumulated deficit | (138,139,000) | (144,598,000) |
Accumulated other comprehensive loss | (2,613,000) | (3,316,000) |
Total stockholder’s equity | 216,244,000 | 208,546,000 |
Total liabilities and stockholder’s equity | 1,731,075,000 | 1,733,035,000 |
Successor [Member] | ||
Current liabilities: | ||
Bank indebtedness and other long-term debt, less current portion | 969,030,000 | 971,333,000 |
Common Stock [Member] | ||
Stockholder’s equity: | ||
Common stock | 0 | 0 |
Additional Paid-in Capital [Member] | ||
Stockholder’s equity: | ||
Capital in excess of par value | 356,996,000 | |
Retained Earnings [Member] | ||
Stockholder’s equity: | ||
Accumulated deficit | (138,139,000) | |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Stockholder’s equity: | ||
Accumulated other comprehensive loss | (2,613,000) | |
Stockholders' Equity, Total [Member] | ||
Stockholder’s equity: | ||
Total stockholder’s equity | $ 216,244,000 | $ 208,546,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - Successor [Member] - $ / shares | Jul. 03, 2016 | 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 | ||
Treasury stock, shares | 0 | 0 |
Consolidated Statements of Earn
Consolidated Statements of Earnings - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | |
REVENUES: | ||||
Food and beverage sales | $ 101,984,000 | $ 98,243,000 | $ 321,591,000 | $ 308,924,000 |
Entertainment and merchandise sales | 121,764,000 | 118,753,000 | 383,978,000 | 377,358,000 |
Total company store sales | 223,748,000 | 216,996,000 | 705,569,000 | 686,282,000 |
Franchise fees and royalties | 4,322,000 | 4,941,000 | 13,440,000 | 13,241,000 |
Total revenues | 228,070,000 | 221,937,000 | 719,009,000 | 699,523,000 |
Company store operating costs: | ||||
Cost of food and beverage (exclusive of items shown separately below) | 25,507,000 | 25,032,000 | 80,702,000 | 78,209,000 |
Cost of entertainment and merchandise (exclusive of items shown separately below) | 8,014,000 | 7,863,000 | 25,004,000 | 23,399,000 |
Total cost of food, beverage, entertainment and merchandise | 33,521,000 | 32,895,000 | 105,706,000 | 101,608,000 |
Labor expenses | 61,721,000 | 59,998,000 | 191,170,000 | 186,405,000 |
Depreciation and amortization | 27,667,000 | 28,394,000 | 85,029,000 | 86,606,000 |
Rent expense | 24,120,000 | 23,979,000 | 72,318,000 | 72,698,000 |
Other store operating expenses | 38,757,000 | 36,587,000 | 112,143,000 | 105,435,000 |
Total company store operating costs | 185,786,000 | 181,853,000 | 566,366,000 | 552,752,000 |
Other costs and expenses: | ||||
Advertising expense | 11,515,000 | 10,292,000 | 36,777,000 | 36,339,000 |
General and administrative expenses | 17,284,000 | 14,592,000 | 51,222,000 | 48,620,000 |
Transaction and severance costs | 166,000 | 1,826,000 | 1,349,000 | 3,939,000 |
Asset impairments | 772,000 | 875,000 | 772,000 | 875,000 |
Total operating costs and expenses | 215,523,000 | 209,438,000 | 656,486,000 | 642,525,000 |
Operating income (loss) | 12,547,000 | 12,499,000 | 62,523,000 | 56,998,000 |
Interest Income (Expense), Net | 17,237,000 | 17,209,000 | 51,419,000 | 52,031,000 |
Income (loss) before income taxes | (4,690,000) | (4,710,000) | 11,104,000 | 4,967,000 |
Income tax expense (benefit) | (2,286,000) | (1,508,000) | 4,645,000 | 3,319,000 |
Net income (loss) | (2,404,000) | (3,202,000) | 6,459,000 | 1,648,000 |
Weighted average common shares outstanding: | ||||
Comprehensive income (loss) | (2,616,000) | (4,236,000) | 7,162,000 | (251,000) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ (212,000) | $ (1,034,000) | $ 703,000 | $ (1,899,000) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Oct. 02, 2016 | Jul. 03, 2016 | Sep. 27, 2015 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | |
Net income (loss) | $ (2,404) | $ (2,404) | $ (3,202) | $ (3,202) | $ 6,459 | $ 1,648 | $ 6,459 | $ 1,648 |
Components of other comprehensive income (loss), net of tax: | ||||||||
Foreign currency translation adjustments | (212) | (212) | (1,034) | (1,034) | 703 | (1,899) | 703 | (1,899) |
Comprehensive income (loss) | $ (2,616) | $ (2,616) | $ (4,236) | $ (4,236) | $ 7,162 | $ (251) | $ 7,162 | $ (251) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Oct. 02, 2016 | Sep. 27, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 6,459,000 | $ 1,648,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 90,167,000 | 89,597,000 |
Deferred income taxes | (10,329,000) | (19,101,000) |
Stock-based compensation expense | 522,000 | 733,000 |
Amortization of lease related liabilities | (17,000) | (2,000) |
Amortization of original issue discount and deferred debt financing costs | 3,410,000 | 3,410,000 |
Loss on asset disposals, net | (6,298,000) | (4,867,000) |
Asset Impairment Charges | 772,000 | 875,000 |
Noncash Rent Expense | 5,261,000 | 6,190,000 |
Other adjustments | (237,000) | 908,000 |
Changes in operating assets and liabilities: | ||
Inventories | 1,867,000 | 2,828,000 |
Prepaid expenses | 321,000 | 2,504,000 |
Accounts payable | (3,973,000) | (7,311,000) |
Accrued expenses | 3,424,000 | 2,163,000 |
Other liabilities | 4,386,000 | 813,000 |
Income taxes payable | (5,784,000) | (5,199,000) |
Deferred rent liability | 5,400,000 | 9,298,000 |
Increase (Decrease) in Deferred Landlord Contributions | 1,467,000 | 3,236,000 |
Net Cash Provided by (Used in) Operating Activities | 111,254,000 | 88,298,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (66,535,000) | (56,994,000) |
Payments to Develop Software | (8,788,000) | (2,784,000) |
Proceeds from Sale of Property, Plant, and Equipment | 426,000 | 261,000 |
Payments to Acquire Businesses, Gross | 0 | 663,000 |
Net cash used in investing activities | (74,897,000) | (60,180,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of Notes Payable | (37,000) | |
Repayments on senior term loan | (5,700,000) | (5,700,000) |
Repayments on note payable | (34,000) | |
Payments on capital lease obligations | (311,000) | (308,000) |
Sale Leaseback Transaction, Payments, Financing Activities | (1,466,000) | (1,196,000) |
Dividends, Cash | 0 | |
Dividends | (70,000,000) | |
Excess tax benefit realized from stock-based compensation | 4,000 | 0 |
Net cash used in financing activities | (7,510,000) | (77,238,000) |
Effect of foreign exchange rate changes on cash | 356,000 | (977,000) |
Change in cash and cash equivalents | 29,203,000 | (50,097,000) |
Cash and cash equivalents at beginning of period | 50,654,000 | 110,994,000 |
Cash and cash equivalents at end of period | 79,857,000 | 60,897,000 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | 53,971,000 | 53,868,000 |
Income taxes paid, net | 9,569,000 | 13,142,000 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued construction costs | 2,926,000 | 3,156,000 |
Increase (Decrease) in Restricted Cash | (196,000) | 0 |
Increase (Decrease) in Receivables | $ 5,938,000 | $ 3,321,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jul. 03, 2016 | Oct. 02, 2016 | Sep. 27, 2015 | |
Sale Leaseback Transaction, Payments, Financing Activities | $ 1,466 | $ 1,466 | $ 1,196 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 02, 2016 | |
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 12 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 a 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 Company has a controlling financial interest in International Association of CEC Entertainment, Inc. (the “Association”), a variable interest entity (“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 Chuck E. Cheese’s 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 $1.7 million and $1.6 million for the nine months ended October 2, 2016 and September 27, 2015 , respectively. Cash balances held by the Association are restricted for use in our advertising, entertainment and media programs, and are recorded as “Restricted cash” on our Consolidated Balance Sheets. 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 October 2, 2016 and for the three and nine months ended October 2, 2016 and September 27, 2015 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 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. We reclassified $1.5 million and $3.6 million of litigation costs related to the Merger (as defined in Note 12. “Commitments and Contingencies”) in our Consolidated Statement of Earnings for the three and nine months ended September 27, 2015 , respectively, from “General and administrative expenses” to “Transaction, severance and litigation related costs” to conform to the current period’s 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 January 3, 2016 , filed with the SEC on March 2, 2016 . |
Property and Equipment
Property and Equipment | 9 Months Ended |
Oct. 02, 2016 | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | an asset impairment charge of $0.8 million primarily related to four stores. During the three and nine months ended September 27, 2015 , we recognized an asset impairment charge of $0.9 million primarily related to four stores. We closed two of these stores. These impairment charges were the result of a decline in the stores’ financial performance, primarily related to various economic factors in the markets in which the stores are located. As of October 2, 2016 , the aggregate carrying value of the property and equipment at impaired stores, after the impairment charges, was $0.6 million for stores impaired in 2016. |
Property and Equipment | Property and Equipment: Total depreciation and amortization expense was $29.9 million and $29.4 million for the three months ended October 2, 2016 and September 27, 2015 , respectively, of which $2.2 million and $1.0 million , respectively, was included in “General and administrative expenses” in our Consolidated Statements of Earnings. Total depreciation and amortization expense was $90.2 million and $89.6 million for the nine months ended October 2, 2016 and September 27, 2015 , respectively, of which $5.1 million and $3.0 million , respectively, was included in “General and administrative expenses” in our Consolidated Statements of Earnings. Asset Impairments During the three and nine months ended October 2, 2016 , we recognized an asset impairment charge of $0.8 million primarily related to four stores. During the three and nine months ended September 27, 2015 , we recognized an asset impairment charge of $0.9 million primarily related to four stores. We closed two of these stores. These impairment charges were the result of a decline in the stores’ financial performance, primarily related to various economic factors in the markets in which the stores are located. As of October 2, 2016 , the aggregate carrying value of the property and equipment at impaired stores, after the impairment charges, was $0.6 million for stores impaired in 2016. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Oct. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Intangible Assets, Net: The following table presents our indefinite and definite-lived intangible assets at October 2, 2016 : 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 Indefinite 26,700 26,700 Favorable lease agreements (1) 10 14,880 (5,187 ) 9,693 Franchise agreements 25 53,300 (4,636 ) 48,664 $ 494,880 $ (9,823 ) $ 485,057 __________________ (1) In connection with the Merger and the acquisition of Peter Piper Pizza (“PPP”), 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. Amortization expense related to favorable lease agreements was $0.5 million for both the three months ended October 2, 2016 and September 27, 2015 and $1.5 million for both the nine months ended October 2, 2016 and September 27, 2015 , and is included in “Rent expense” in our Consolidated Statements of Earnings. Amortization expense related to franchise agreements was $0.5 million for both the three months ended October 2, 2016 and September 27, 2015 , and $1.5 million for both the nine months ended October 2, 2016 and September 27, 2015 and is included in “General and administrative expenses” in our Consolidated Statements of Earnings. |
Accounts Payable (Notes)
Accounts Payable (Notes) | 9 Months Ended |
Oct. 02, 2016 | |
Notes Payable, Other Payables [Member] | |
Accounts Payable [Line Items] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Accounts payable consisted of the following as of the dates presented: October 2, 2016 January 3, 2016 (in thousands) Trade and other amounts payable $ 29,229 $ 35,228 Book overdraft 10,008 8,862 Accounts Payable $ 39,237 $ 44,090 The book overdraft balance represents checks issued but not yet presented to banks. |
Indebtedness and Interest Expen
Indebtedness and Interest Expense | 9 Months Ended |
Oct. 02, 2016 | |
Debt Disclosure [Abstract] | |
Indebtedness and Interest Expense | Indebtedness and Interest Expense: Our long-term debt consisted of the following as of the dates presented: October 2, January 3, (in thousands) Term loan facility $ 741,000 $ 746,700 Senior notes 255,000 255,000 Note payable 26 63 Total debt outstanding 996,026 1,001,763 Less: Unamortized original issue discount (2,370 ) (2,776 ) Deferred financing costs, net (17,000 ) (20,004 ) Current portion (7,626 ) (7,650 ) Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion $ 969,030 $ 971,333 Secured Credit Facilities Our Secured Credit Facilities include (i) a $760.0 million term loan facility with a maturity date of February 14, 2021 (the “term loan facility”) and (ii) 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” and together with the term loan facility, the “Secured Credit Facilities”). The Secured Credit Facilities require scheduled quarterly payments on the term loan facility equal to 0.25% of the original principal amount of the term loan facility from July 2014 to December 2020 , with the remaining balance paid at maturity, February 14, 2021 . As of October 2, 2016 we had $9.9 million of letters of credit issued but undrawn under the Secured Credit Facilities. The term loan was issued net of $3.8 million of original issue discount. We also paid $17.8 million and $3.4 million in debt financing costs related to the term loan facility and revolving credit facility, respectively, which we capitalized in “Bank indebtedness and other long-term debt, net of deferred financing costs” 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 base applicable margin is 3.25% with respect to LIBOR borrowings and 2.25% with respect to base rate borrowings under the term loan facility and base rate borrowings and swingline borrowings under the revolving credit facility. The applicable margin for borrowings under the term loan facility is subject to one step down from 3.25% to 3.00% based on our net first lien senior secured leverage ratio, and the applicable margin for borrowings under the revolving credit facility is subject to two step-downs from 3.25% to 3.00% and 2.75% based on our net first lien senior secured leverage ratio. During the nine months ended October 2, 2016 , the federal funds rate ranged from 0.25% to 0.41% , the prime rate was 3.5% and the one-month LIBOR ranged from 0.42% to 0.55% . The weighted average effective interest rate incurred on our borrowings under our Secured Credit Facilities was 4.6% for the nine months ended October 2, 2016 and September 27, 2015 , 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. In addition to paying interest on outstanding principal under the Secured Credit Facilities, we are required to pay a commitment fee to the lenders under the revolving credit facility with respect to the unutilized commitments thereunder. The base applicable commitment fee rate under the revolving credit facility is 0.50% per annum and is subject to one step-down from 0.50% to 0.375% based on our net first lien senior secured leverage ratio. 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 such letter of credit. Effective March 4, 2016, the applicable margin for borrowings under the Secured Credit Facilities stepped down from 3.25% to 3.00% and the applicable commitment fee rate stepped down from 0.5% to 0.375% . All obligations under the Secured Credit Facilities are unconditionally guaranteed by Queso Holdings Inc. (“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 consist of first priority liens with respect to the collateral. The Secured Credit Facilities also contain customary affirmative and negative covenants, and events of default, which 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 with respect to 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. 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 the last twelve months’ EBITDA, as defined in the Senior Credit Facilities). The covenant will be tested quarterly if 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. We were in compliance with the debt covenants in effect as of October 2, 2016 for both the Secured Credit Facilities and the senior notes. 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”) and maturing on February 15, 2022. The senior notes are registered under the Securities Act of 1933 (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 “Bank indebtedness and other long-term debt, net of deferred financing costs” 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 both the nine months ended October 2, 2016 and the nine months ended September 27, 2015 , 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: Three Months Ended October 2, 2016 September 27, 2015 (in thousands) Term loan facility (1) $ 7,646 $ 7,724 Senior notes 5,157 5,157 Capital lease obligations 436 447 Sale leaseback obligations 2,674 2,765 Amortization of debt issuance costs 1,001 1,002 Other 323 114 Total interest expense $ 17,237 $ 17,209 Nine Months Ended October 2, 2016 September 27, 2015 (in thousands) Term loan facility (1) $ 23,303 $ 23,229 Senior notes 15,470 15,470 Capital lease obligations 1,315 1,349 Sale leaseback obligations 8,067 8,331 Amortization of debt issuance costs 3,004 3,004 Other 260 648 Total interest expense $ 51,419 $ 52,031 __________________ (1) Includes amortization of original issue discount. The weighted average effective interest rate incurred on our combined borrowings under our Secured Credit Facilities and senior notes was 5.6% for the nine months ended October 2, 2016 , and 5.5% for the nine months ended September 27, 2015 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Oct. 02, 2016 | |
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: October 2, 2016 January 3, 2016 Carrying Amount (1) Estimated Fair Value Carrying Amount (1) Estimated Fair Value (in thousands) Financial Liabilities: Bank indebtedness and other long-term debt: Current portion $ 7,626 $ 7,541 $ 7,650 $ 7,451 Long-term portion 986,030 981,106 991,337 962,600 Bank indebtedness and other long-term debt: $ 993,656 $ 988,647 $ 998,987 $ 970,051 _________________ (1) Excluding net deferred financing costs. Our financial instruments consist of cash and cash equivalents, restricted cash, 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 facility and senior notes was determined by using the respective average of the ask and bid price of our outstanding borrowings under our term loan facility and the senior notes as of the nearest open market date preceding the reporting period end. The average of the ask and bid price are classified as Level 2 in the fair value hierarchy. During the nine months ended October 2, 2016 and September 27, 2015 , there were no significant transfers among Level 1, 2 or 3 fair value determinations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 02, 2016 | |
Loss Contingencies [Line Items] | |
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. All necessary loss accruals based on the probability and estimate of loss have been recorded. Employment-Related Litigation: On January 27, 2014, former CEC 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 from January 27, 2010 to the present, and alleges violations of California state wage and hour laws. 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. In May 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. On March 24, 2016, the Court issued an order granting preliminary approval of the class settlement. At hearing on August 11, 2016, the Court took the parties’ settlement agreement under advisement, but has not yet issued a ruling on final approval. The settlement of this action is not expected to have a material adverse effect on our results of operations, financial position, liquidity or capital resources. On October 10, 2014, former store General Manager Richard Sinohui filed a purported class action lawsuit against the Company in the Superior Court of California, Riverside County (the “Sinohui Litigation”), claiming to represent other similarly-situated current and former General Managers of the Company in California during the period October 10, 2010 to the present. The lawsuit sought an unspecified amount in damages and to certify a class based on allegations that CEC wrongfully classified current and former California General Managers as exempt from overtime protections; that such General Managers worked more than 40 hours a week without overtime premium pay, paid rest periods, and paid meal periods; and that the Company failed to provide accurate itemized wage statements or to pay timely wages upon separation from employment, 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 also alleged that the Company failed to reimburse General Managers for certain business expenses, including for personal cell phone usage and mileage, in violation of the California Labor Code; he also asserted a claim for civil penalties under the California Private Attorneys General Act (“PAGA”). On December 5, 2014, the Company removed the Sinohui Litigation to the U.S. District Court for the Central District of California, Southern Division. On March 16, 2016, the Court issued an order denying in part and granting in part Plaintiff’s Motion for Class Certification. Specifically, the Court denied Plaintiff’s motion to the extent that he sought to certify a class on Plaintiff’s misclassification and wage statement claims, but certified a class with respect to Plaintiff’s claims that the Company had wrongfully failed to reimburse him for cell phone expenses and/or mileage. On June 14, 2016, the Court dismissed Sinohui’s PAGA claim. The parties participated in mediation in October 2016, but were unable to reach an agreement on settlement at that time. Trial is currently scheduled for June 2017. We believe the Company has meritorious defenses to this lawsuit and 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 a merger agreement (the “Merger Agreement”), pursuant to which an entity controlled by Apollo Global Management, LLC and its subsidiaries merged with and into CEC Entertainment, with CEC Entertainment surviving the merger (the “Merger”), 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 (as defined in the Merger Agreement), in connection with the Merger Agreement and the transactions contemplated thereby. These actions were consolidated into one action in March 2014, and on July 21, 2015, a consolidated class action petition was filed as the operative consolidated complaint, asserting claims against CEC Entertainment and its former directors, adding The Goldman Sachs Group (“Goldman Sachs”) as a defendant, and removing 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. On March 23, 2016, the Court conducted a hearing on the defendants’ Motion to Dismiss the Consolidated Class Action Petition, and the parties are currently awaiting the Court’s ruling. The Court has not yet set this case for trial. 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 02, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes: | Income Taxes: Our income tax expense (benefit) consists of the following for the periods presented: Three Months Ended October 2, 2016 September 27, 2015 (in thousands, except %) Federal and state income taxes $ (2,662 ) $ (1,643 ) Foreign income taxes (1) 376 135 Income tax benefit $ (2,286 ) $ (1,508 ) Effective rate 48.7 % 32.0 % Nine Months Ended October 2, 2016 September 27, 2015 (in thousands, except %) Federal and state income taxes $ 4,051 $ 2,431 Foreign income taxes (1) 594 888 Income tax expense $ 4,645 $ 3,319 Effective rate 41.8 % 66.8 % _________________ (1) Including foreign taxes withheld. Our effective income tax rates for the three and nine-month periods ended October 2, 2016 and September 27, 2015 , differ from the statutory rate primarily due to the favorable impact of employment-related federal and state income tax credits, the favorable impact of adjustments related to the prior year’s estimated tax provision versus actuals, the unfavorable impact of non-deductible litigation and settlement costs related to the Merger, and the unfavorable impact of increases in the liability for uncertain tax positions. Our quarterly provision for income taxes has historically been calculated using the annual effective rate method which applies an estimated annual effective tax rate to pre-tax income or loss. However, for the three and nine-month periods ended October 2, 2016 , we have used the actual year-to-date effective tax rate (the “discrete method”), as required by ASC 740-270, Accounting for Income Taxes-Interim Reporting when a reliable estimate cannot be made. We believe that at this time, the use of the discrete method is more appropriate than the annual effective tax rate method due to significant variations in the customary relationship between income tax expense and projected annual pre-tax income or loss which occurs when projected pre-tax income or loss nears a relatively small amount in comparison to the differences between income and deductions determined for financial statement purposes versus income tax purposes. Using the discrete method, we have determined our current and deferred income tax expense as if the interim period were an annual period. Our liability for uncertain tax positions (excluding interest and penalties) was $3.7 million and $3.3 million as of October 2, 2016 and January 3, 2016 , respectively, and if recognized would decrease our provision for income taxes by $1.2 million . Within the next twelve months, we could settle or otherwise conclude income tax audits. 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. Total accrued interest and penalties related to unrecognized tax benefits as of October 2, 2016 and January 3, 2016 , was $1.0 million and $1.7 million , respectively. On the Consolidated Balance Sheets, we include current interest related to unrecognized tax benefits in “Accrued interest,” current penalties in “Accrued expenses” and noncurrent accrued interest and penalties in “Other noncurrent liabilities.” |
Stock-Based Compensation Arrang
Stock-Based Compensation Arrangements | 9 Months Ended |
Oct. 02, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block] | A summary of the options outstanding under the equity incentive plan as of October 2, 2016 and the activity for the nine months ended October 2, 2016 is presented below: Stock Options Weighted Average Exercise Price (1) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($ per share) ($ in thousands) Outstanding stock options, January 3, 2016 2,393,084 $8.59 Options Granted 101,110 $12.51 Options Exercised (13,399 ) $8.86 Options Forfeited (36,776 ) $9.09 Outstanding stock options, October 2, 2016 2,444,019 $8.79 7.6 $ 11,978 Stock options expected to vest, October 2, 2016 1,938,263 $8.85 7.6 $ 9,373 Exercisable stock options, October 2, 2016 290,394 $8.31 7.4 $ 2,762 __________________ (1) The weighted average exercise price reflects the original grant date fair value per option as adjusted for the dividend payment made in August 2015. |
Stock-Based Compensation Arrangements | The following table summarizes stock-based compensation expense and the associated tax benefit recognized in the Consolidated Financial Statements for the periods presented: Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, (in thousands) Stock-based compensation costs $ 188 $ 166 $ 532 $ 742 Portion capitalized as property and equipment (1) (3 ) (2 ) (10 ) (9 ) Stock-based compensation expense recognized $ 185 $ 164 $ 522 $ 733 Excess tax benefit recognized from exercise of stock-based compensation awards $ — $ — $ 4 $ — |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Oct. 02, 2016 | |
Equity [Abstract] | |
Stockholders’ Equity: | Stockholder’s Equity: The following table summarizes the changes in stockholder’s equity during the nine months ended October 2, 2016 : Common Stock Capital In Accumulated Deficit Accumulated Shares Amount Total (in thousands, except share information) Balance at January 3, 2016 200 $ — $ 356,460 $ (144,598 ) $ (3,316 ) $ 208,546 Net income — — — 6,459 — 6,459 Other comprehensive income — — — — 703 703 Stock-based compensation costs — — 532 — — 532 Excess tax benefit realized from exercise of stock options — — 4 — — 4 Balance at October 2, 2016 200 $ — $ 356,996 $ (138,139 ) $ (2,613 ) $ 216,244 |
Condensed Consolidating Schedul
Condensed Consolidating Schedules | 9 Months Ended | 12 Months Ended | |
Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | |
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. Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended October 2, 2016 (in thousands) Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 88,557 $ 11,892 $ 1,535 $ — $ 101,984 Entertainment and merchandise sales 112,306 6,703 2,755 — 121,764 Total company store sales 200,863 18,595 4,290 — 223,748 Franchise fees and royalties 292 4,030 — — 4,322 International Association assessments and other fees 273 615 8,431 (9,319 ) — Total revenues 201,428 23,240 12,721 (9,319 ) 228,070 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 21,773 3,194 540 — 25,507 Cost of entertainment and merchandise 7,391 428 195 — 8,014 Total cost of food, beverage, entertainment and merchandise 29,164 3,622 735 — 33,521 Labor expenses 56,386 4,039 1,296 — 61,721 Depreciation and amortization 26,501 650 516 — 27,667 Rent expense 22,235 1,331 554 — 24,120 Other store operating expenses 35,659 3,033 953 (888 ) 38,757 Total company store operating costs 169,945 12,675 4,054 (888 ) 185,786 Advertising expense 8,967 828 10,151 (8,431 ) 11,515 General and administrative expenses 6,741 10,270 273 — 17,284 Transaction, severance and related litigation costs 166 — — — 166 Asset impairments 709 — 63 — 772 Total operating costs and expenses 186,528 23,773 14,541 (9,319 ) 215,523 Operating income (loss) 14,900 (533 ) (1,820 ) — 12,547 Equity in earnings (loss) in affiliates (2,299 ) — — 2,299 — Interest expense 15,685 1,440 112 — 17,237 Income (loss) before income taxes (3,084 ) (1,973 ) (1,932 ) 2,299 (4,690 ) Income tax expense (benefit) (680 ) (935 ) (671 ) — (2,286 ) Net income (loss) $ (2,404 ) $ (1,038 ) $ (1,261 ) $ 2,299 $ (2,404 ) Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments (212 ) — (212 ) 212 (212 ) Comprehensive income (loss) $ (2,616 ) $ (1,038 ) $ (1,473 ) $ 2,511 $ (2,616 ) CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended September 27, 2015 (in thousands) 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 10,606 130 — 14,592 Transaction, severance and litigation related costs 200 1,626 — — 1,826 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 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 ) Comprehensive income (loss) $ (4,236 ) $ (2,061 ) $ 422 $ 1,639 $ (4,236 ) CEC Entertainment, Inc. Consolidating Statement of Cash Flows For the Nine Months Ended October 2, 2016 (in thousands) Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash flows provided by (used in) operating activities: $ 93,340 $ 17,674 $ 240 $ — $ 111,254 Cash flows from investing activities: Purchases of property and equipment (50,823 ) (15,506 ) (206 ) — (66,535 ) Development of internal use software (6,004 ) (2,784 ) — — (8,788 ) Proceeds from sale of property and equipment 426 — — — 426 Cash flows provided by (used in) investing activities (56,401 ) (18,290 ) (206 ) — (74,897 ) Cash flows from financing activities: Repayments on senior term loan (5,700 ) — — — (5,700 ) Repayments on note payable — (37 ) — — (37 ) Payments on capital lease obligations (308 ) — (3 ) — (311 ) Payments on sale leaseback transactions (1,466 ) — — — (1,466 ) Excess tax benefit realized from stock-based compensation 4 — — — 4 Cash flows provided by (used in) financing activities (7,470 ) (37 ) (3 ) — (7,510 ) Effect of foreign exchange rate changes on cash — — 356 — 356 Change in cash and cash equivalents 29,469 (653 ) 387 — 29,203 Cash and cash equivalents at beginning of period 42,235 1,797 6,622 — 50,654 Cash and cash equivalents at end of period $ 71,704 $ 1,144 $ 7,009 $ — $ 79,857 CEC Entertainment, Inc. Consolidating Statement of Cash Flows For the Nine Months Ended September 27, 2015 (in thousands) 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 Comprehensive Income (Loss) For the Nine Months Ended October 2, 2016 (in thousands) Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 280,391 $ 36,779 $ 4,421 $ — $ 321,591 Entertainment and merchandise sales 358,192 18,151 7,635 — 383,978 Total company store sales 638,583 54,930 12,056 — 705,569 Franchise fees and royalties 1,561 11,879 — — 13,440 International Association assessments and other fees 735 1,845 28,746 (31,326 ) — Total revenues 640,879 68,654 40,802 (31,326 ) 719,009 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 69,431 9,632 1,639 — 80,702 Cost of entertainment and merchandise 23,149 1,329 526 — 25,004 Total cost of food, beverage, entertainment and merchandise 92,580 10,961 2,165 — 105,706 Labor expenses 175,495 11,842 3,833 — 191,170 Depreciation and amortization 81,661 1,884 1,484 — 85,029 Rent expense 66,601 4,043 1,674 — 72,318 Other store operating expenses 104,297 7,568 2,884 (2,606 ) 112,143 Total company store operating costs 520,634 36,298 12,040 (2,606 ) 566,366 Advertising expense 30,188 3,548 31,761 (28,720 ) 36,777 General and administrative expenses 19,669 30,996 557 — 51,222 Transaction, severance and related litigation costs 1,294 55 — — 1,349 Asset Impairments 709 — 63 — 772 Total operating costs and expenses 572,494 70,897 44,421 (31,326 ) 656,486 Operating income (loss) 68,385 (2,243 ) (3,619 ) — 62,523 Equity in earnings (loss) in affiliates (8,096 ) — — 8,096 — Interest expense (income) 47,765 3,328 326 — 51,419 Income (loss) before income taxes 12,524 (5,571 ) (3,945 ) 8,096 11,104 Income tax expense (benefit) 6,065 (185 ) (1,235 ) — 4,645 Net income (loss) $ 6,459 $ (5,386 ) $ (2,710 ) $ 8,096 $ 6,459 Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments 703 — 703 (703 ) 703 Comprehensive income (loss) $ 7,162 $ (5,386 ) $ (2,007 ) $ 7,393 $ 7,162 CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Nine Months Ended September 27, 2015 (in thousands) 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 33,589 400 — 48,620 Transaction, severance and related litigation costs 15 3,924 — — 3,939 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 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 ) Comprehensive income (loss) $ (251 ) $ (10,321 ) $ (2,984 ) $ 13,305 $ (251 ) | CEC Entertainment, Inc. Condensed Consolidating Balance Sheet As of October 2, 2016 (in thousands) Issuer Guarantors Non-Guarantors Eliminations Consolidated Current assets: Cash and cash equivalents $ 71,704 $ 1,144 $ 7,009 $ — $ 79,857 Restricted cash — — 196 — 196 Accounts receivable 13,664 2,188 7,343 (6,882 ) 16,313 Inventories 18,260 3,012 256 — 21,528 Other current assets 13,855 6,331 1,548 — 21,734 Total current assets 117,483 12,675 16,352 (6,882 ) 139,628 Property and equipment, net 545,922 45,982 7,749 — 599,653 Goodwill 432,462 51,414 — — 483,876 Intangible assets, net 19,802 465,255 — — 485,057 Intercompany 144,080 34,612 — (178,692 ) — Investment in subsidiaries 415,015 — — (415,015 ) — Other noncurrent assets 2,641 19,791 429 — 22,861 Total assets $ 1,677,405 $ 629,729 $ 24,530 $ (600,589 ) $ 1,731,075 Current liabilities: Bank indebtedness and other long-term debt, current portion $ 7,600 $ 26 $ — $ — $ 7,626 Capital lease obligations, current portion 471 — 6 — 477 Accounts payable and accrued expenses 80,161 17,494 3,680 — 101,335 Other current liabilities 3,641 328 — — 3,969 Total current liabilities 91,873 17,848 3,686 — 113,407 Capital lease obligations, less current portion 14,618 — 63 — 14,681 Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion 969,030 — — — 969,030 Deferred tax liability 172,592 19,110 (170 ) — 191,532 Intercompany — 159,821 25,753 (185,574 ) — Other noncurrent liabilities 213,048 12,823 310 — 226,181 Total liabilities 1,461,161 209,602 29,642 (185,574 ) 1,514,831 Stockholder's equity: Common stock — — — — — Capital in excess of par value 356,996 466,114 3,241 (469,355 ) 356,996 Retained earnings (deficit) (138,139 ) (45,987 ) (5,740 ) 51,727 (138,139 ) Accumulated other comprehensive income (loss) (2,613 ) — (2,613 ) 2,613 (2,613 ) Total stockholder's equity 216,244 420,127 (5,112 ) (415,015 ) 216,244 Total liabilities and stockholder's equity $ 1,677,405 $ 629,729 $ 24,530 $ (600,589 ) $ 1,731,075 CEC Entertainment, Inc. Condensed Consolidating Balance Sheet As of January 3, 2016 (in thousands) Issuer Guarantors Non-Guarantors Eliminations Consolidated Current assets: Cash and cash equivalents $ 42,235 $ 1,797 $ 6,622 $ — $ 50,654 Restricted cash — — — — — Accounts receivable 21,595 3,944 9,468 (9,071 ) 25,936 Inventories 19,959 3,021 295 — 23,275 Other current assets 13,562 3,561 1,100 — 18,223 Total current assets 97,351 12,323 17,485 (9,071 ) 118,088 Property and equipment, net 585,915 34,539 8,593 — 629,047 Goodwill 432,462 51,414 — — 483,876 Intangible assets, net 21,855 466,240 — — 488,095 Intercompany 129,151 30,716 — (159,867 ) — Investment in subsidiaries 422,407 — — (422,407 ) — Other noncurrent assets 4,318 8,940 671 — 13,929 Total assets $ 1,693,459 $ 604,172 $ 26,749 $ (591,345 ) $ 1,733,035 Current liabilities: Bank indebtedness and other long-term debt, current portion $ 7,600 $ 50 $ — $ — $ 7,650 Capital lease obligations, current portion 418 — 3 — 421 Accounts payable and accrued expenses 71,320 27,774 3,270 — 102,364 Other current liabilities 3,350 328 — — 3,678 Total current liabilities 82,688 28,152 3,273 — 114,113 Capital lease obligations, less current portion 14,980 — 64 — 15,044 Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion 971,320 13 — — 971,333 Deferred tax liability 184,083 17,867 (216 ) — 201,734 Intercompany 20,580 121,850 26,508 (168,938 ) — Other noncurrent liabilities 211,262 10,784 219 — 222,265 Total liabilities 1,484,913 178,666 29,848 (168,938 ) 1,524,489 Stockholder's equity: Common stock — — — — — Capital in excess of par value 356,460 466,114 3,241 (469,355 ) 356,460 Retained earnings (deficit) (144,598 ) (40,608 ) (3,024 ) 43,632 (144,598 ) Accumulated other comprehensive income (loss) (3,316 ) — (3,316 ) 3,316 (3,316 ) Total stockholder's equity 208,546 425,506 (3,099 ) (422,407 ) 208,546 Total liabilities and stockholder's equity $ 1,693,459 $ 604,172 $ 26,749 $ (591,345 ) $ 1,733,035 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 02, 2016 | |
Subsequent Event [Line Items] | |
Subsequent Events | Subsequent Events: |
Related Party Transactions (Not
Related Party Transactions (Notes) | 9 Months Ended |
Oct. 02, 2016 | |
Related Party Transaction [Line Items] | |
Related Party Transactions Disclosure [Text Block] | 11. Related Party Transactions: CEC Entertainment reimburses Apollo Management, L.P. for certain out-of-pocket expenses incurred in connection with travel and Board of Directors related expenses. Expense reimbursements by CEC Entertainment to Apollo Management, L.P. totaled $0.3 million and $0.8 million for the three and nine months ended October 2, 2016 , respectively, and are included in “General and administrative expenses” in our Consolidated Statements of Earnings. |
Description of Business and S21
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 02, 2016 | |
Entity Information [Line Items] | |
Business Description and Basis of Presentation [Text Block] | 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 12 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 a 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. |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 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 12 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 a 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 Company has a controlling financial interest in International Association of CEC Entertainment, Inc. (the “Association”), a variable interest entity (“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 Chuck E. Cheese’s 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 $1.7 million and $1.6 million for the nine months ended October 2, 2016 and September 27, 2015 , respectively. Cash balances held by the Association are restricted for use in our advertising, entertainment and media programs, and are recorded as “Restricted cash” on our Consolidated Balance Sheets. 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 October 2, 2016 and for the three and nine months ended October 2, 2016 and September 27, 2015 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 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. We reclassified $1.5 million and $3.6 million of litigation costs related to the Merger (as defined in Note 12. “Commitments and Contingencies”) in our Consolidated Statement of Earnings for the three and nine months ended September 27, 2015 , respectively, from “General and administrative expenses” to “Transaction, severance and litigation related costs” to conform to the current period’s 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 January 3, 2016 , filed with the SEC on March 2, 2016 . |
Basis of Presentation | Basis of Presentation The Company has a controlling financial interest in International Association of CEC Entertainment, Inc. (the “Association”), a variable interest entity (“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 Chuck E. Cheese’s 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 $1.7 million and $1.6 million for the nine months ended October 2, 2016 and September 27, 2015 , respectively. Cash balances held by the Association are restricted for use in our advertising, entertainment and media programs, and are recorded as “Restricted cash” on our Consolidated Balance Sheets. 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. |
Property and Equipment | an asset impairment charge of $0.8 million primarily related to four stores. During the three and nine months ended September 27, 2015 , we recognized an asset impairment charge of $0.9 million primarily related to four stores. We closed two of these stores. These impairment charges were the result of a decline in the stores’ financial performance, primarily related to various economic factors in the markets in which the stores are located. As of October 2, 2016 , the aggregate carrying value of the property and equipment at impaired stores, after the impairment charges, was $0.6 million for stores impaired in 2016. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance Accounting Guidance Not Yet Adopted: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This new standard introduces a new lease model that requires the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements. The new guidance will be effective for the Company for annual and interim periods beginning after December 15, 2018 (i.e., calendar periods beginning on January 1, 2019). Early adoption will be permitted for all entities. We are currently assessing the impact of adopting this new guidance on our Consolidated Financial Statements. In March 2016, the FASB issued ASU 2016-04, Liabilities - Extinguishments of Liabilities (Subtopic 405-20). This amendment provides a narrow scope exception to Liabilities - Extinguishment of Liabilities (Subtopic 405-20) that requires breakage for those liabilities to be accounted for in accordance with the breakage guidance in Revenue From Contracts With Customers (Topic 606) . There is currently no guidance in GAAP, or pending guidance, regarding the derecognition of prepaid stored-value product liabilities within the scope of the amendments in this update. Under the new guidance, if an entity expects to be entitled to a breakage amount for a liability resulting from the sale of a prepaid stored-value product, the entity shall derecognize the amount related to the expected breakage in proportion to the pattern of rights expected to be exercised by the product holder only to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. If an entity does not expect to be entitled to a breakage amount for a prepaid stored-value product, the entity shall derecognize the amount related to the breakage when the likelihood of the product holder exercising its remaining rights becomes remote. This change to an entity’s estimated breakage amount shall be accounted for as a change in accounting estimate. The amendments in this update are effective for the Company for financial statements issued for fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We are currently assessing the impact of adopting this new guidance on our Consolidated Financial Statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) . This amendment will require that (i) all excess tax benefits and deficiencies (including tax benefits of dividends on share-based payment awards) be recognized as income tax expense or benefit on the income statement, (ii) the tax effects of exercised or vested awards be treated as discrete items in the reporting period in which they occur, and (iii) an entity recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period or not. On the statement of cash flows excess tax benefits should be classified along with other income tax cash flows as an operating activity. This amendment allows an entity to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. The threshold for an award to qualify for equity classification permits withholding up to the maximum statutory tax rate in applicable jurisdictions, and the cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity on the statement of cash flows. Nonpublic entities can make an accounting policy election to apply a practical expedient to estimate the expected term for all awards with performance or service conditions that meet certain conditions. For the Company, the amendments in this update are effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. We do not expect the adoption of this amendment to have a significant impact on our Consolidated Financial Statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . This amendment updates the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property, changing the FASB’s previous proposals on right-of-use licenses and contractual restrictions. For an entity that licenses intellectual property, the amount or timing of revenue recognition and the timing and pattern of revenue recognition for intellectual property licenses, including the application of the sale- and usage-based royalties exception, may be significantly different from current practice. Additionally, an entity will need to evaluate which contractual restrictions are attributes of a license and which give rise to separate performance obligations. This amendment is effective for annual reporting periods beginning after December 15, 2017 and for interim periods therein. Early application is permitted, but only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods therein. We do not expect the adoption of this amendment to have a significant impact on our Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This amendment changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The amendments in this update are effective for the Company for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities may early adopt the amendments in this update as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We do not expect the adoption of this amendment to have a significant impact on our Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). This amendment reduces diversity in practice in how certain transactions are classified in the statement of cash flows. Current GAAP either is unclear or does not include specific guidance on eight cash flow classification issues addressed in this amendment, including (i) debt prepayment or debt extinguishment costs; (ii) proceeds from the settlement of insurance claims; (iii) separately identifiable cash flows and application of the predominance principle; and (iv) contingent consideration payments made after a business combination. The amendment is effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of this amendment to have a significant impact on our Consolidated Financial Statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Indefinite-Lived Intangible Assets | The following table presents our indefinite and definite-lived intangible assets at October 2, 2016 : 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 Indefinite 26,700 26,700 Favorable lease agreements (1) 10 14,880 (5,187 ) 9,693 Franchise agreements 25 53,300 (4,636 ) 48,664 $ 494,880 $ (9,823 ) $ 485,057 __________________ (1) In connection with the Merger and the acquisition of Peter Piper Pizza (“PPP”), 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. |
Schedule of Finite-Lived Intangible Assets | The following table presents our indefinite and definite-lived intangible assets at October 2, 2016 : 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 Indefinite 26,700 26,700 Favorable lease agreements (1) 10 14,880 (5,187 ) 9,693 Franchise agreements 25 53,300 (4,636 ) 48,664 $ 494,880 $ (9,823 ) $ 485,057 __________________ (1) In connection with the Merger and the acquisition of Peter Piper Pizza (“PPP”), 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. |
Indebtedness and Interest Exp23
Indebtedness and Interest Expense Indebtedness and Interest Expense (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our long-term debt consisted of the following as of the dates presented: October 2, January 3, (in thousands) Term loan facility $ 741,000 $ 746,700 Senior notes 255,000 255,000 Note payable 26 63 Total debt outstanding 996,026 1,001,763 Less: Unamortized original issue discount (2,370 ) (2,776 ) Deferred financing costs, net (17,000 ) (20,004 ) Current portion (7,626 ) (7,650 ) Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion $ 969,030 $ 971,333 |
Schedule of Interest Expense | Interest expense consisted of the following for the periods presented: Three Months Ended October 2, 2016 September 27, 2015 (in thousands) Term loan facility (1) $ 7,646 $ 7,724 Senior notes 5,157 5,157 Capital lease obligations 436 447 Sale leaseback obligations 2,674 2,765 Amortization of debt issuance costs 1,001 1,002 Other 323 114 Total interest expense $ 17,237 $ 17,209 Nine Months Ended October 2, 2016 September 27, 2015 (in thousands) Term loan facility (1) $ 23,303 $ 23,229 Senior notes 15,470 15,470 Capital lease obligations 1,315 1,349 Sale leaseback obligations 8,067 8,331 Amortization of debt issuance costs 3,004 3,004 Other 260 648 Total interest expense $ 51,419 $ 52,031 |
Fair Value of Financial Instr24
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value by Balance Sheet Grouping | The following table presents information on our financial instruments as of the periods presented: October 2, 2016 January 3, 2016 Carrying Amount (1) Estimated Fair Value Carrying Amount (1) Estimated Fair Value (in thousands) Financial Liabilities: Bank indebtedness and other long-term debt: Current portion $ 7,626 $ 7,541 $ 7,650 $ 7,451 Long-term portion 986,030 981,106 991,337 962,600 Bank indebtedness and other long-term debt: $ 993,656 $ 988,647 $ 998,987 $ 970,051 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
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: Three Months Ended October 2, 2016 September 27, 2015 (in thousands, except %) Federal and state income taxes $ (2,662 ) $ (1,643 ) Foreign income taxes (1) 376 135 Income tax benefit $ (2,286 ) $ (1,508 ) Effective rate 48.7 % 32.0 % Nine Months Ended October 2, 2016 September 27, 2015 (in thousands, except %) Federal and state income taxes $ 4,051 $ 2,431 Foreign income taxes (1) 594 888 Income tax expense $ 4,645 $ 3,319 Effective rate 41.8 % 66.8 % _________________ (1) Including foreign taxes withheld. |
Stock-Based Compensation Arra26
Stock-Based Compensation Arrangements (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block] | A summary of the options outstanding under the equity incentive plan as of October 2, 2016 and the activity for the nine months ended October 2, 2016 is presented below: Stock Options Weighted Average Exercise Price (1) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($ per share) ($ in thousands) Outstanding stock options, January 3, 2016 2,393,084 $8.59 Options Granted 101,110 $12.51 Options Exercised (13,399 ) $8.86 Options Forfeited (36,776 ) $9.09 Outstanding stock options, October 2, 2016 2,444,019 $8.79 7.6 $ 11,978 Stock options expected to vest, October 2, 2016 1,938,263 $8.85 7.6 $ 9,373 Exercisable stock options, October 2, 2016 290,394 $8.31 7.4 $ 2,762 __________________ (1) The weighted average exercise price reflects the original grant date fair value per option as adjusted for the dividend payment made in August 2015. |
Schedule of Stock-Based Compensation Expense and Associated Tax Benefits Recognized | 8. Stock-Based Compensation Arrangements: The 2014 Equity Incentive Plan provides Parent authority to grant equity incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards or performance compensation awards to certain directors, officers or employees of the Company. A summary of the options outstanding under the equity incentive plan as of October 2, 2016 and the activity for the nine months ended October 2, 2016 is presented below: Stock Options Weighted Average Exercise Price (1) Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($ per share) ($ in thousands) Outstanding stock options, January 3, 2016 2,393,084 $8.59 Options Granted 101,110 $12.51 Options Exercised (13,399 ) $8.86 Options Forfeited (36,776 ) $9.09 Outstanding stock options, October 2, 2016 2,444,019 $8.79 7.6 $ 11,978 Stock options expected to vest, October 2, 2016 1,938,263 $8.85 7.6 $ 9,373 Exercisable stock options, October 2, 2016 290,394 $8.31 7.4 $ 2,762 __________________ (1) The weighted average exercise price reflects the original grant date fair value per option as adjusted for the dividend payment made in August 2015. As of October 2, 2016 , we had $2.5 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 3.0 years. The following table summarizes stock-based compensation expense and the associated tax benefit recognized in the Consolidated Financial Statements for the periods presented: Three Months Ended Nine Months Ended October 2, September 27, October 2, September 27, (in thousands) Stock-based compensation costs $ 188 $ 166 $ 532 $ 742 Portion capitalized as property and equipment (1) (3 ) (2 ) (10 ) (9 ) Stock-based compensation expense recognized $ 185 $ 164 $ 522 $ 733 Excess tax benefit recognized from exercise of stock-based compensation awards $ — $ — $ 4 $ — __________________ (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 costs attributable to our store development projects are included in “Property and equipment, net” in the Consolidated Balance Sheets. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Equity [Abstract] | |
Summary of Changes in Stockholders' Equity | The following table summarizes the changes in stockholder’s equity during the nine months ended October 2, 2016 : Common Stock Capital In Accumulated Deficit Accumulated Shares Amount Total (in thousands, except share information) Balance at January 3, 2016 200 $ — $ 356,460 $ (144,598 ) $ (3,316 ) $ 208,546 Net income — — — 6,459 — 6,459 Other comprehensive income — — — — 703 703 Stock-based compensation costs — — 532 — — 532 Excess tax benefit realized from exercise of stock options — — 4 — — 4 Balance at October 2, 2016 200 $ — $ 356,996 $ (138,139 ) $ (2,613 ) $ 216,244 |
Condensed Consolidating Sched28
Condensed Consolidating Schedules (Tables) | 9 Months Ended | 12 Months Ended | |
Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||
Condensed Consolidating Balance Sheet | CEC Entertainment, Inc. Condensed Consolidating Balance Sheet As of October 2, 2016 (in thousands) Issuer Guarantors Non-Guarantors Eliminations Consolidated Current assets: Cash and cash equivalents $ 71,704 $ 1,144 $ 7,009 $ — $ 79,857 Restricted cash — — 196 — 196 Accounts receivable 13,664 2,188 7,343 (6,882 ) 16,313 Inventories 18,260 3,012 256 — 21,528 Other current assets 13,855 6,331 1,548 — 21,734 Total current assets 117,483 12,675 16,352 (6,882 ) 139,628 Property and equipment, net 545,922 45,982 7,749 — 599,653 Goodwill 432,462 51,414 — — 483,876 Intangible assets, net 19,802 465,255 — — 485,057 Intercompany 144,080 34,612 — (178,692 ) — Investment in subsidiaries 415,015 — — (415,015 ) — Other noncurrent assets 2,641 19,791 429 — 22,861 Total assets $ 1,677,405 $ 629,729 $ 24,530 $ (600,589 ) $ 1,731,075 Current liabilities: Bank indebtedness and other long-term debt, current portion $ 7,600 $ 26 $ — $ — $ 7,626 Capital lease obligations, current portion 471 — 6 — 477 Accounts payable and accrued expenses 80,161 17,494 3,680 — 101,335 Other current liabilities 3,641 328 — — 3,969 Total current liabilities 91,873 17,848 3,686 — 113,407 Capital lease obligations, less current portion 14,618 — 63 — 14,681 Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion 969,030 — — — 969,030 Deferred tax liability 172,592 19,110 (170 ) — 191,532 Intercompany — 159,821 25,753 (185,574 ) — Other noncurrent liabilities 213,048 12,823 310 — 226,181 Total liabilities 1,461,161 209,602 29,642 (185,574 ) 1,514,831 Stockholder's equity: Common stock — — — — — Capital in excess of par value 356,996 466,114 3,241 (469,355 ) 356,996 Retained earnings (deficit) (138,139 ) (45,987 ) (5,740 ) 51,727 (138,139 ) Accumulated other comprehensive income (loss) (2,613 ) — (2,613 ) 2,613 (2,613 ) Total stockholder's equity 216,244 420,127 (5,112 ) (415,015 ) 216,244 Total liabilities and stockholder's equity $ 1,677,405 $ 629,729 $ 24,530 $ (600,589 ) $ 1,731,075 CEC Entertainment, Inc. Condensed Consolidating Balance Sheet As of January 3, 2016 (in thousands) Issuer Guarantors Non-Guarantors Eliminations Consolidated Current assets: Cash and cash equivalents $ 42,235 $ 1,797 $ 6,622 $ — $ 50,654 Restricted cash — — — — — Accounts receivable 21,595 3,944 9,468 (9,071 ) 25,936 Inventories 19,959 3,021 295 — 23,275 Other current assets 13,562 3,561 1,100 — 18,223 Total current assets 97,351 12,323 17,485 (9,071 ) 118,088 Property and equipment, net 585,915 34,539 8,593 — 629,047 Goodwill 432,462 51,414 — — 483,876 Intangible assets, net 21,855 466,240 — — 488,095 Intercompany 129,151 30,716 — (159,867 ) — Investment in subsidiaries 422,407 — — (422,407 ) — Other noncurrent assets 4,318 8,940 671 — 13,929 Total assets $ 1,693,459 $ 604,172 $ 26,749 $ (591,345 ) $ 1,733,035 Current liabilities: Bank indebtedness and other long-term debt, current portion $ 7,600 $ 50 $ — $ — $ 7,650 Capital lease obligations, current portion 418 — 3 — 421 Accounts payable and accrued expenses 71,320 27,774 3,270 — 102,364 Other current liabilities 3,350 328 — — 3,678 Total current liabilities 82,688 28,152 3,273 — 114,113 Capital lease obligations, less current portion 14,980 — 64 — 15,044 Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion 971,320 13 — — 971,333 Deferred tax liability 184,083 17,867 (216 ) — 201,734 Intercompany 20,580 121,850 26,508 (168,938 ) — Other noncurrent liabilities 211,262 10,784 219 — 222,265 Total liabilities 1,484,913 178,666 29,848 (168,938 ) 1,524,489 Stockholder's equity: Common stock — — — — — Capital in excess of par value 356,460 466,114 3,241 (469,355 ) 356,460 Retained earnings (deficit) (144,598 ) (40,608 ) (3,024 ) 43,632 (144,598 ) Accumulated other comprehensive income (loss) (3,316 ) — (3,316 ) 3,316 (3,316 ) Total stockholder's equity 208,546 425,506 (3,099 ) (422,407 ) 208,546 Total liabilities and stockholder's equity $ 1,693,459 $ 604,172 $ 26,749 $ (591,345 ) $ 1,733,035 | ||
Condensed Consolidating Income Statement | CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended October 2, 2016 (in thousands) Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 88,557 $ 11,892 $ 1,535 $ — $ 101,984 Entertainment and merchandise sales 112,306 6,703 2,755 — 121,764 Total company store sales 200,863 18,595 4,290 — 223,748 Franchise fees and royalties 292 4,030 — — 4,322 International Association assessments and other fees 273 615 8,431 (9,319 ) — Total revenues 201,428 23,240 12,721 (9,319 ) 228,070 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 21,773 3,194 540 — 25,507 Cost of entertainment and merchandise 7,391 428 195 — 8,014 Total cost of food, beverage, entertainment and merchandise 29,164 3,622 735 — 33,521 Labor expenses 56,386 4,039 1,296 — 61,721 Depreciation and amortization 26,501 650 516 — 27,667 Rent expense 22,235 1,331 554 — 24,120 Other store operating expenses 35,659 3,033 953 (888 ) 38,757 Total company store operating costs 169,945 12,675 4,054 (888 ) 185,786 Advertising expense 8,967 828 10,151 (8,431 ) 11,515 General and administrative expenses 6,741 10,270 273 — 17,284 Transaction, severance and related litigation costs 166 — — — 166 Asset impairments 709 — 63 — 772 Total operating costs and expenses 186,528 23,773 14,541 (9,319 ) 215,523 Operating income (loss) 14,900 (533 ) (1,820 ) — 12,547 Equity in earnings (loss) in affiliates (2,299 ) — — 2,299 — Interest expense 15,685 1,440 112 — 17,237 Income (loss) before income taxes (3,084 ) (1,973 ) (1,932 ) 2,299 (4,690 ) Income tax expense (benefit) (680 ) (935 ) (671 ) — (2,286 ) Net income (loss) $ (2,404 ) $ (1,038 ) $ (1,261 ) $ 2,299 $ (2,404 ) Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments (212 ) — (212 ) 212 (212 ) Comprehensive income (loss) $ (2,616 ) $ (1,038 ) $ (1,473 ) $ 2,511 $ (2,616 ) CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended September 27, 2015 (in thousands) 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 10,606 130 — 14,592 Transaction, severance and litigation related costs 200 1,626 — — 1,826 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 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 ) Comprehensive income (loss) $ (4,236 ) $ (2,061 ) $ 422 $ 1,639 $ (4,236 ) | CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Nine Months Ended October 2, 2016 (in thousands) Issuer Guarantors Non-Guarantors Eliminations Consolidated Revenues: Food and beverage sales $ 280,391 $ 36,779 $ 4,421 $ — $ 321,591 Entertainment and merchandise sales 358,192 18,151 7,635 — 383,978 Total company store sales 638,583 54,930 12,056 — 705,569 Franchise fees and royalties 1,561 11,879 — — 13,440 International Association assessments and other fees 735 1,845 28,746 (31,326 ) — Total revenues 640,879 68,654 40,802 (31,326 ) 719,009 Operating Costs and Expenses: Company store operating costs: Cost of food and beverage 69,431 9,632 1,639 — 80,702 Cost of entertainment and merchandise 23,149 1,329 526 — 25,004 Total cost of food, beverage, entertainment and merchandise 92,580 10,961 2,165 — 105,706 Labor expenses 175,495 11,842 3,833 — 191,170 Depreciation and amortization 81,661 1,884 1,484 — 85,029 Rent expense 66,601 4,043 1,674 — 72,318 Other store operating expenses 104,297 7,568 2,884 (2,606 ) 112,143 Total company store operating costs 520,634 36,298 12,040 (2,606 ) 566,366 Advertising expense 30,188 3,548 31,761 (28,720 ) 36,777 General and administrative expenses 19,669 30,996 557 — 51,222 Transaction, severance and related litigation costs 1,294 55 — — 1,349 Asset Impairments 709 — 63 — 772 Total operating costs and expenses 572,494 70,897 44,421 (31,326 ) 656,486 Operating income (loss) 68,385 (2,243 ) (3,619 ) — 62,523 Equity in earnings (loss) in affiliates (8,096 ) — — 8,096 — Interest expense (income) 47,765 3,328 326 — 51,419 Income (loss) before income taxes 12,524 (5,571 ) (3,945 ) 8,096 11,104 Income tax expense (benefit) 6,065 (185 ) (1,235 ) — 4,645 Net income (loss) $ 6,459 $ (5,386 ) $ (2,710 ) $ 8,096 $ 6,459 Components of other comprehensive income (loss), net of tax: Foreign currency translation adjustments 703 — 703 (703 ) 703 Comprehensive income (loss) $ 7,162 $ (5,386 ) $ (2,007 ) $ 7,393 $ 7,162 CEC Entertainment, Inc. Consolidating Statement of Comprehensive Income (Loss) For the Nine Months Ended September 27, 2015 (in thousands) 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 33,589 400 — 48,620 Transaction, severance and related litigation costs 15 3,924 — — 3,939 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 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 ) Comprehensive income (loss) $ (251 ) $ (10,321 ) $ (2,984 ) $ 13,305 $ (251 ) | |
Condensed Consolidating Cash Flow Statement | CEC Entertainment, Inc. Consolidating Statement of Cash Flows For the Nine Months Ended October 2, 2016 (in thousands) Issuer Guarantors Non-Guarantors Eliminations Consolidated Cash flows provided by (used in) operating activities: $ 93,340 $ 17,674 $ 240 $ — $ 111,254 Cash flows from investing activities: Purchases of property and equipment (50,823 ) (15,506 ) (206 ) — (66,535 ) Development of internal use software (6,004 ) (2,784 ) — — (8,788 ) Proceeds from sale of property and equipment 426 — — — 426 Cash flows provided by (used in) investing activities (56,401 ) (18,290 ) (206 ) — (74,897 ) Cash flows from financing activities: Repayments on senior term loan (5,700 ) — — — (5,700 ) Repayments on note payable — (37 ) — — (37 ) Payments on capital lease obligations (308 ) — (3 ) — (311 ) Payments on sale leaseback transactions (1,466 ) — — — (1,466 ) Excess tax benefit realized from stock-based compensation 4 — — — 4 Cash flows provided by (used in) financing activities (7,470 ) (37 ) (3 ) — (7,510 ) Effect of foreign exchange rate changes on cash — — 356 — 356 Change in cash and cash equivalents 29,469 (653 ) 387 — 29,203 Cash and cash equivalents at beginning of period 42,235 1,797 6,622 — 50,654 Cash and cash equivalents at end of period $ 71,704 $ 1,144 $ 7,009 $ — $ 79,857 CEC Entertainment, Inc. Consolidating Statement of Cash Flows For the Nine Months Ended September 27, 2015 (in thousands) 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 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Related Party Transaction [Line Items] | |
Related Party Transactions Disclosure [Text Block] | 11. Related Party Transactions: CEC Entertainment reimburses Apollo Management, L.P. for certain out-of-pocket expenses incurred in connection with travel and Board of Directors related expenses. Expense reimbursements by CEC Entertainment to Apollo Management, L.P. totaled $0.3 million and $0.8 million for the three and nine months ended October 2, 2016 , respectively, and are included in “General and administrative expenses” in our Consolidated Statements of Earnings. |
Description of Business and S30
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 27, 2015USD ($) | Oct. 02, 2016USD ($)CountryState | Sep. 27, 2015USD ($) | |
Accounting Policies [Abstract] | |||
Number of States in which Entity Operates | State | 47 | ||
Number of foreign countries in which Entity operates | Country | 12 | ||
Related Party Transaction [Line Items] | |||
Mergerrelatedlitigationcostsreclassifiedinpriorperiod | $ 1.5 | $ 3.6 | |
Contributions from franchisees to advertising and media funds | $ 1.7 | $ 1.6 |
Description of Business and S31
Description of Business and Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) | 9 Months Ended |
Oct. 02, 2016 | |
Franchise Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 25 years |
Favorable Lease Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Acquisition of CEC Entertainmen
Acquisition of CEC Entertainment, Inc. - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Oct. 02, 2016 | Jul. 03, 2016 | Sep. 27, 2015 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | |
Business Acquisition [Line Items] | ||||||||
Transaction and severance costs | $ 166 | $ 166 | $ 1,826 | $ 1,826 | $ 1,349 | $ 3,939 | $ 1,349 | $ 3,939 |
Acquisition of CEC Entertainm33
Acquisition of CEC Entertainment, Inc. - Value of Net Assets Acquired (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 02, 2016 | Sep. 27, 2015 | |
Business Acquisition [Line Items] | ||
Payments to Acquire Businesses, Gross | $ 0 | $ 663 |
Acquisition of CEC Entertainm34
Acquisition of CEC Entertainment, Inc. - Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Oct. 02, 2016 | Jul. 03, 2016 | Sep. 27, 2015 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | |
Business Acquisition [Line Items] | ||||||||
Costs and Expenses | $ 1,500 | $ 3,600 | ||||||
Total revenues | $ 228,070 | $ 228,070 | $ 221,937 | $ 221,937 | $ 719,009 | $ 699,523 | $ 719,009 | $ 699,523 |
Acquisition of Peter Piper Pizz
Acquisition of Peter Piper Pizza Table of Assets Acquired (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 02, 2016 | Sep. 27, 2015 | |
Business Acquisition [Line Items] | ||
Payments to Acquire Businesses, Gross | $ 0 | $ 663 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 02, 2016 | Jul. 03, 2016 | Jan. 03, 2016 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 599,653 | $ 599,653 | $ 629,047 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Oct. 02, 2016 | Jul. 03, 2016 | Sep. 27, 2015 | Jun. 29, 2014 | Jul. 03, 2016 | Oct. 02, 2016 | Sep. 27, 2015 | |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation and amortization | $ 29,900,000 | $ 29,400,000 | $ 90,167,000 | $ 89,597,000 | |||
Depreciation | 2,200,000 | 1,000,000 | 5,100,000 | 3,000,000 | |||
Asset Impairment Charges | 772,000 | $ 772,000 | $ 875,000 | $ 772,000 | 772,000 | $ 875,000 | |
Impaired Property and Equipment at Impaired Stores [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, net | $ 600,000 | $ 600,000 | |||||
Successor [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Asset Impairment Charges | $ 875,000 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Oct. 02, 2016 | Jul. 03, 2016 |
Goodwill [Roll Forward] | ||
Goodwill | $ 483,876 | $ 483,876 |
Goodwill | $ 483,876 | $ 483,876 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Oct. 02, 2016 | Jul. 03, 2016 | Jul. 03, 2016 | Oct. 02, 2016 | Apr. 03, 2016 | Sep. 28, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Unfavorable lease amortization period | 10 years | |||||
Favorable Lease Agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of Intangible Assets | $ 0.5 | $ 1.5 | ||||
Franchise Agreements [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of Intangible Assets | $ 0.5 | $ 1.5 | $ 1.5 | |||
CEC Entertainment, Inc. [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Off-market Lease, Unfavorable | $ 10.2 | 10.2 | ||||
Peter Piper Pizza [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Off-market Lease, Unfavorable | $ 3.9 | $ 3.9 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Schedule of Indefinite and Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Oct. 02, 2016 | Jul. 03, 2016 | Jul. 03, 2016 | Oct. 02, 2016 | Jan. 03, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | $ 494,880 | $ 494,880 | |||
Finite-lived intangible assets - accumulated amortization | (9,823) | (9,823) | |||
Intangible assets, net | $ 485,057 | $ 485,057 | $ 485,057 | $ 485,057 | $ 488,095 |
Unfavorable lease, Acquired | 10 years | ||||
Favorable Lease Agreements [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | 500 | 1,500 | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||
Finite-lived intangible assets - gross carrying amounts | $ 14,880 | $ 14,880 | |||
Finite-lived intangible assets - accumulated amortization | (5,187) | (5,187) | |||
Finite-lived intangible assets, net | 9,693 | 9,693 | |||
Franchise Agreements [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | $ 500 | $ 1,500 | $ 1,500 | ||
Finite-Lived Intangible Asset, Useful Life | 25 years | ||||
Finite-lived intangible assets - gross carrying amounts | 53,300 | $ 53,300 | |||
Finite-lived intangible assets - accumulated amortization | (4,636) | (4,636) | |||
Finite-lived intangible assets, net | 48,664 | 48,664 | |||
Chuck E. Cheese [Member] | Trade Names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | 400,000 | 400,000 | |||
Peter Piper Pizza [Member] | Trade Names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | 26,700 | 26,700 | |||
Trade Names [Member] | Chuck E. Cheese [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | 400,000 | 400,000 | |||
Trade Names [Member] | Peter Piper Pizza [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets | $ 26,700 | $ 26,700 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands | Oct. 02, 2016USD ($) |
Favorable Lease Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, net | $ 9,693 |
Franchise Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, net | $ 48,664 |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) $ in Thousands | Oct. 02, 2016 | Jan. 03, 2016 |
Accounts Payable [Line Items] | ||
Accounts Payable, Trade, Current | $ 29,229 | $ 35,228 |
Bank Overdrafts | 10,008 | 8,862 |
Accounts Payable | $ 39,237 | $ 44,090 |
Indebtedness and Interest Exp43
Indebtedness and Interest Expense - Schedule of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jul. 03, 2016 | Jan. 03, 2016 | Feb. 19, 2014 | ||
Debt Instrument [Line Items] | ||||||||
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion | $ 969,030 | $ 969,030 | $ 969,030 | $ 971,333 | ||||
Amortization of debt issuance costs | 323 | 3,004 | $ 3,004 | |||||
Interest Expense, Other Long-term Debt | $ (114) | 260 | (648) | |||||
Interest Expense | 17,237 | 17,209 | 51,419 | 52,031 | ||||
Successor [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | 996,026 | 996,026 | 1,001,763 | |||||
Unamortized original issue discount | (2,370) | (2,370) | (2,776) | |||||
Deferred Finance Costs, Noncurrent, Net | (17,000) | (17,000) | (20,004) | |||||
Long-term Debt, Maturities, Repayments of Principal in Next Rolling Twelve Months | (7,626) | (7,626) | (7,650) | |||||
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion | 969,030 | 969,030 | 971,333 | |||||
Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Expense, Debt | [1] | 7,646 | 7,724 | 23,303 | 23,229 | |||
Term Loan Facility [Member] | Successor [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | 741,000 | 741,000 | 746,700 | |||||
Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Expense, Debt, Excluding Amortization | 5,157 | 5,157 | 15,470 | 15,470 | ||||
Senior Notes [Member] | Successor [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | 255,000 | 255,000 | 255,000 | |||||
Notes Payable, Other Payables [Member] | Successor [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | 26 | 26 | $ 63 | |||||
Capital Lease Obligations [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Capital Leases, Income Statement, Interest Expense | 436 | 447 | 1,315 | 1,349 | ||||
InterestExpenseSaleLeaseback | 2,674 | 2,765 | ||||||
Sale Leaseback Obligations [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
InterestExpenseSaleLeaseback | $ 1,001 | $ 8,067 | $ 8,331 | |||||
Amortization of debt issuance costs | $ 1,002 | |||||||
Senior Notes due 2022 [Member] | Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||
[1] | Nine Months Ended October 2, 2016 September 27, 2015 (in thousands)Term loan facility (1)$23,303 $23,229Senior notes15,470 15,470Capital lease obligations1,315 1,349Sale leaseback obligations8,067 8,331Amortization of debt issuance costs3,004 3,004Other260 648Total interest expense$51,419 $52,031 |
Indebtedness and Interest Exp44
Indebtedness and Interest Expense - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Oct. 02, 2016 | Sep. 27, 2015 | Jul. 03, 2016 | Oct. 02, 2016 | Sep. 27, 2015 | Feb. 17, 2017 | Apr. 03, 2016 | Jan. 03, 2016 | Feb. 14, 2014 | ||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Excluding Current Maturities | $ 969,030,000 | $ 969,030,000 | $ 969,030,000 | $ 971,333,000 | ||||||
Debt Instrument, Unamortized Discount | $ 3,800,000 | |||||||||
LineofCreditUnusedCapacityDocumentaryandProcessingFee | 0.00% | |||||||||
Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 4.60% | |||||||||
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% | |||||||||
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% | |||||||||
Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Payments of Debt Issuance Costs | $ 6,400,000 | |||||||||
Secured Credit Facilities, Bridge Loan Facility and Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 5.50% | |||||||||
SecuredCreditFacilitiesAndSeniorNotes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 5.60% | |||||||||
Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Expense, Debt | [1] | 7,646,000 | $ 7,724,000 | $ 23,303,000 | $ 23,229,000 | |||||
Term Loan Facility [Member] | Term Loan Facility Maturing 2021 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 760,000,000 | |||||||||
Payments of Debt Issuance Costs | $ 17,800,000 | |||||||||
Federal Funds Rate Minimum | 0.25% | |||||||||
Federal Funds Rate Maximum | 0.41% | |||||||||
Prime Interest Rate | 3.50% | |||||||||
Libor Rate Minimum | 0.42% | |||||||||
Libor Rate Maximum | 0.55% | |||||||||
Senior Loans [Member] | The Senior Secured Credit Facilities [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
First-Tier Foreign Subsidiaries, Percentage of Capital Stock Securing Obligations | 65.00% | |||||||||
The Senior Secured Credit Facilities [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 4.60% | |||||||||
Unsecured Debt [Member] | Senior Notes due 2022 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 8.30% | |||||||||
Revolving Credit Facility [Member] | Swingline Loan Facility, the Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Amount Outstanding | $ 0 | $ 0 | ||||||||
Revolving Credit Facility [Member] | Senior Debt Obligations [Member] | Senior Secured Revolving Credit Facility, Maturing 2019 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 150,000,000 | |||||||||
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% | ||||||||
Debt Instrument, Face Amount | $ 30,000,000 | |||||||||
Leverage Ratio | 1 | 1 | ||||||||
Payments of Debt Issuance Costs | $ 3,400,000 | |||||||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 6.25 | 6.25 | ||||||||
Letter of Credit [Member] | Senior Debt Obligations [Member] | Letter of Credit Sub-Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of Credit Outstanding, Amount | $ 9,900,000 | $ 9,900,000 | $ 10,900,000 | |||||||
Successor [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Excluding Current Maturities | 969,030,000 | 969,030,000 | 971,333,000 | |||||||
Long-term Debt, Gross | 996,026,000 | 996,026,000 | 1,001,763,000 | |||||||
Successor [Member] | Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | $ 741,000,000 | $ 741,000,000 | 746,700,000 | |||||||
Scenario, Forecast [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
principalamountearlyrepaymentpricepercentage | 100.00% | |||||||||
Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.00% | |||||||||
Minimum [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Additional Margin on Basis Spread of Variable Rate | 2.75% | 2.75% | ||||||||
Minimum [Member] | The Senior Secured Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Additional Margin on Basis Spread of Variable Rate | 3.00% | 3.00% | ||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Additional Margin on Basis Spread of Variable Rate | 3.25% | |||||||||
Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.00% | |||||||||
Maximum [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Additional Margin on Basis Spread of Variable Rate | 3.00% | 3.00% | ||||||||
Maximum [Member] | Term Loan Facility [Member] | Base Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Additional Margin on Basis Spread of Variable Rate | 2.25% | 2.25% | ||||||||
Maximum [Member] | The Senior Secured Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Additional Margin on Basis Spread of Variable Rate | 3.25% | 3.25% | ||||||||
Maximum [Member] | Scenario, Forecast [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
earlyredemptionoforiginalprincipalamountpercent | 40.00% | |||||||||
principalamountofequityofferingpriceforearlyredemptionofdebtpercent | 108.00% | |||||||||
Carrying Amount [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Excluding Current Maturities | [2] | $ 986,030,000 | $ 986,030,000 | $ 991,337,000 | ||||||
[1] | Nine Months Ended October 2, 2016 September 27, 2015 (in thousands)Term loan facility (1)$23,303 $23,229Senior notes15,470 15,470Capital lease obligations1,315 1,349Sale leaseback obligations8,067 8,331Amortization of debt issuance costs3,004 3,004Other260 648Total interest expense$51,419 $52,031 | |||||||||
[2] | Excluding net deferred financing costs |
Indebtedness and Interest Exp45
Indebtedness and Interest Expense - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Oct. 02, 2016 | Jul. 03, 2016 | Jan. 03, 2016 |
Debt Instrument [Line Items] | |||
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion | $ 969,030 | $ 969,030 | $ 971,333 |
Successor [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | (996,026) | (1,001,763) | |
Unamortized original issue discount | (2,370) | (2,776) | |
Deferred Finance Costs, Noncurrent, Net | 17,000 | 20,004 | |
Bank indebtedness and other long-term debt, net of deferred financing costs, less current portion | $ 969,030 | $ 971,333 |
Indebtedness and Interest Exp46
Indebtedness and Interest Expense - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | ||
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ 323 | $ 3,004 | $ 3,004 | ||
Interest Expense, Other Long-term Debt | $ 114 | (260) | 648 | ||
Interest expense | 17,237 | 17,209 | 51,419 | 52,031 | |
Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Expense, Debt | [1] | 7,646 | 7,724 | 23,303 | 23,229 |
Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Expense, Debt, Excluding Amortization | 5,157 | 5,157 | 15,470 | 15,470 | |
Capital Lease Obligations [Member] | |||||
Debt Instrument [Line Items] | |||||
InterestExpenseSaleLeaseback | 2,674 | 2,765 | |||
Capital Leases, Income Statement, Interest Expense | 436 | 447 | 1,315 | 1,349 | |
Sale Leaseback Obligations [Member] | |||||
Debt Instrument [Line Items] | |||||
InterestExpenseSaleLeaseback | $ 1,001 | $ 8,067 | $ 8,331 | ||
Amortization of debt issuance costs | $ 1,002 | ||||
Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 4.60% | ||||
SecuredCreditFacilitiesAndSeniorNotes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 5.60% | ||||
Secured Credit Facilities, Bridge Loan Facility and Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 5.50% | ||||
Maximum [Member] | 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 | 3.25% | 3.25% | |||
[1] | Nine Months Ended October 2, 2016 September 27, 2015 (in thousands)Term loan facility (1)$23,303 $23,229Senior notes15,470 15,470Capital lease obligations1,315 1,349Sale leaseback obligations8,067 8,331Amortization of debt issuance costs3,004 3,004Other260 648Total interest expense$51,419 $52,031 |
Fair Value of Financial Instr47
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Oct. 02, 2016 | Jul. 03, 2016 | Jan. 03, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt, Current | $ 7,626 | $ 7,626 | $ 7,650 | |
Bank indebtedness and other long-term debt, less current portion | 969,030 | $ 969,030 | 971,333 | |
Long-term portion | 988,647 | 970,051 | ||
debt, net of unamortized issue discount | 993,656 | 998,987 | ||
Carrying Amount [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Bank indebtedness and other long-term debt, less current portion | [1] | 986,030 | 991,337 | |
Short-term Debt [Member] | Estimate of Fair Value [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term portion | 7,541 | 7,451 | ||
Long-term Debt [Member] | Estimate of Fair Value [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term portion | $ 981,106 | $ 962,600 | ||
[1] | Excluding net deferred financing costs |
Other Non-current Liabilities (
Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Oct. 02, 2016 | Jan. 03, 2016 |
Other Noncurrent Liabilities [Line Items] | ||
Other noncurrent liabilities | $ 216,517 | $ 212,528 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Merger Agreement [Member] - lawsuit | Jan. 16, 2014 | Jul. 21, 2015 |
Loss Contingencies [Line Items] | ||
New claims filed | 4 | |
Loss contingency, members of the Board also senior management | 2 |
Income Taxes Taxes by Jurisdict
Income Taxes Taxes by Jurisdiction (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Oct. 02, 2016 | Jul. 03, 2016 | Sep. 27, 2015 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | |
Income Taxes [Line Items] | ||||||||
Federal and state income taxes | $ (2,662) | $ (1,643) | $ 4,051 | $ 2,431 | ||||
Foreign income taxes | 376 | 135 | 594 | 888 | ||||
Income tax expense (benefit) | $ (2,286) | $ (2,286) | $ (1,508) | $ (1,508) | $ 4,645 | $ 3,319 | $ 4,645 | $ 3,319 |
Effective income tax rate | 48.70% | 48.70% | 32.00% | 41.80% | 66.80% | 41.80% | 66.80% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Oct. 02, 2016 | Jul. 03, 2016 | Sep. 27, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | |
Tax Credit Carryforward [Line Items] | ||||||||
Effective income tax rate | 48.70% | 48.70% | 32.00% | 41.80% | 66.80% | 41.80% | 66.80% | |
Deferred income taxes | $ (10,329) | $ (19,101) | ||||||
Unrecognized tax benefits | $ 3,700 | $ 3,700 | $ 3,300 | |||||
Unrecognized tax benefits that would decrease effective tax rate and provision for income taxes, if recognized | 1,200 | 1,200 | ||||||
Expected decrease in unrecognized tax benefits within next twelve months | 200 | 200 | ||||||
Total amount of interest and penalties accrued related to unrecognized tax benefits | $ 1,000 | $ 1,000 | $ 1,700 |
Stock-Based Compensation Arra52
Stock-Based Compensation Arrangements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Oct. 02, 2016 | Sep. 27, 2015 | Jul. 03, 2016 | Oct. 02, 2016 | Jan. 03, 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,444,019 | 2,393,084 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 8.79 | $ 8.59 | [1] | ||||
ShareBasedCompensationArrangementbyShareBasedPaymentAwarad,Options,Outstanding,WeightedAverageRemainingContractualLife | 7 years 7 months 24 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 18 days | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 12.51 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (13,399) | ||||||
Share-based Compensation Arrangement by Share-bassed Payment Award, Options, Exercised, Weighted Average Exercise Price | [1] | $ 8.86 | |||||
Tax benefit related to the accelerated vesting of restricted stock awards | $ 0 | $ 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 8.85 | ||||||
ShareBasedCompensationArrangementbyShareBasedPaymentAward,Options,ExpectedtoVest,WeightedAverageRemainingContractualTerm | 7 years 7 months 24 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | (36,776) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | [1] | $ 9.09 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,938,263 | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 290,394 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 8.31 | ||||||
ShareBasedCompensationArrangementbyShareBasedPaymentAward,Options,Exercisable,WeightedAverageRemainingContractualLife | 7 years 5 months 8 days | ||||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted (shares) | 101,110 | ||||||
[1] | The weighted average exercise price reflects the original grant date fair value per option as adjusted for the dividend payment made in August 2015. |
Stock-Based Compensation Arra53
Stock-Based Compensation Arrangements Stock-Based Compensation Arrangements - Summary of Stock-Based Compensation Expense and Associated Tax Benefit Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 02, 2016 | Sep. 27, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Stock-based compensation costs | $ 188 | $ 166 | $ 532 | ||
Portion capitalized as property and equipment | [1] | (3) | (2) | ||
Stock-based compensation expense recognized | 185 | 164 | 522 | $ 733 | |
Tax benefit recognized from stock-based compensation awards | 0 | $ 0 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 2,500 | $ 2,500 | |||
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOmYyNDY0MWFhMjM0ZTRlOGJhMDM1NDE1ZjdhYjQzNmU1fFRleHRTZWxlY3Rpb246NDRBQzk5RTYzNDgyNTNGNjkyOUY2QTJFOTQ0NjA5RTkM} |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Changes In Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Oct. 02, 2016 | Jul. 03, 2016 | Sep. 27, 2015 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common Stock, Value, Issued beginning balance | $ 0 | $ 0 | $ 0 | |||||
Capital in excess of par value beginning balance | 356,996,000 | 356,460,000 | 356,460,000 | |||||
Retained earnings beginning balance | (138,139,000) | (144,598,000) | (144,598,000) | |||||
Accumulated other comprehensive income beginning balance | (2,613,000) | $ (2,613,000) | (2,613,000) | (2,613,000) | ||||
Beginning Balance | 216,244,000 | 208,546,000 | 208,546,000 | |||||
Net income (loss) | (2,404,000) | (2,404,000) | $ (3,202,000) | $ (3,202,000) | 6,459,000 | $ 1,648,000 | 6,459,000 | $ 1,648,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (212,000) | (212,000) | $ (1,034,000) | $ (1,034,000) | 703,000 | (1,899,000) | 703,000 | (1,899,000) |
Dividends | $ (70,000,000) | $ (70,000,000) | ||||||
Common Stock, Value, Issued ending balance | 0 | 0 | 0 | 0 | ||||
Capital in excess of par value ending balance | 356,996,000 | 356,996,000 | 356,996,000 | 356,996,000 | ||||
Retained earnings ending balance | (138,139,000) | (138,139,000) | (138,139,000) | (138,139,000) | ||||
Accumulated other comprehensive income ending balance | (2,613,000) | (3,316,000) | (3,316,000) | |||||
Ending Balance | $ 216,244,000 | $ 216,244,000 | $ 216,244,000 | $ 216,244,000 | ||||
Common Stock [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning Balance (in shares) | 200 | 200 | ||||||
Common Stock, Value, Issued beginning balance | $ 0 | $ 0 | ||||||
Ending Balance (in shares) | 200 | 200 | ||||||
Common Stock, Value, Issued ending balance | $ 0 | $ 0 | ||||||
Additional Paid-in Capital [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation costs | 532,000 | |||||||
Tax benefit from restricted stock, net | 4,000 | |||||||
Capital in excess of par value ending balance | 356,996,000 | 356,996,000 | ||||||
Income Statement Location [Domain] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 6,459,000 | |||||||
Retained Earnings [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Retained earnings ending balance | (138,139,000) | (138,139,000) | ||||||
Other Comprehensive Income (Loss) [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Total components of other comprehensive income (loss), net of tax | 703,000 | |||||||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accumulated other comprehensive income beginning balance | (2,613,000) | (2,613,000) | ||||||
Stockholders' Equity, Total [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning Balance | $ 208,546,000 | 208,546,000 | ||||||
Ending Balance | $ 216,244,000 | $ 216,244,000 |
Condensed Consolidating Sched55
Condensed Consolidating Schedules - Balance Sheet (Details) - USD ($) $ in Thousands | Oct. 02, 2016 | Jul. 03, 2016 | Jan. 03, 2016 | Sep. 27, 2015 | Jun. 28, 2015 | Dec. 28, 2014 |
Current assets: | ||||||
Cash and cash equivalents | $ 79,857 | $ 79,857 | $ 50,654 | $ 60,897 | $ 60,897 | $ 110,994 |
Restricted Cash and Cash Equivalents | 196 | 0 | ||||
Accounts receivable | 16,313 | 16,313 | 25,936 | |||
Inventories | 21,528 | 21,528 | 23,275 | |||
Other current assets | 21,734 | 18,223 | ||||
Total current assets | 139,628 | 139,628 | 118,088 | |||
Property and equipment, net | 599,653 | 599,653 | 629,047 | |||
Goodwill | 483,876 | 483,876 | 483,876 | |||
Intangible assets, net | 485,057 | 485,057 | 488,095 | |||
Intercompany | 0 | 0 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Other noncurrent assets | 22,861 | 13,929 | ||||
Total assets | 1,731,075 | 1,731,075 | 1,733,035 | |||
Current liabilities: | ||||||
Bank indebtedness and other long-term debt | 7,626 | 7,626 | 7,650 | |||
Capital lease obligations | 477 | 477 | 421 | |||
Accounts payable and accrued expenses | 101,335 | 102,364 | ||||
Other current liabilities | 3,969 | 3,969 | 3,678 | |||
Total current liabilities | 113,407 | 113,407 | 114,113 | |||
Capital lease obligations, less current portion | 14,681 | 14,681 | 15,044 | |||
Bank indebtedness and other long-term debt, less current portion | 969,030 | 969,030 | 971,333 | |||
Deferred tax liability | 191,532 | 191,532 | 201,734 | |||
Intercompany | 0 | 0 | ||||
Other noncurrent liabilities | 226,181 | 222,265 | ||||
Total liabilities | 1,514,831 | 1,514,831 | 1,524,489 | |||
Stockholder’s equity: | ||||||
Common stock | 0 | 0 | 0 | |||
Capital in excess of par value | 356,996 | 356,996 | 356,460 | |||
Accumulated deficit | (138,139) | (138,139) | (144,598) | |||
Accumulated other comprehensive loss | (2,613) | (2,613) | (3,316) | |||
Total stockholder’s equity | 216,244 | 216,244 | 208,546 | |||
Total liabilities and stockholder’s equity | 1,731,075 | 1,731,075 | 1,733,035 | |||
Issuer | ||||||
Current assets: | ||||||
Cash and cash equivalents | 71,704 | 42,235 | 53,482 | 97,020 | ||
Restricted Cash and Cash Equivalents | 0 | 0 | ||||
Accounts receivable | 13,664 | |||||
Inventories | 18,260 | |||||
Other current assets | 13,855 | |||||
Total current assets | 117,483 | |||||
Property and equipment, net | 545,922 | |||||
Goodwill | 432,462 | |||||
Intangible assets, net | 19,802 | |||||
Intercompany | 144,080 | |||||
Investment in subsidiaries | 415,015 | |||||
Other noncurrent assets | 2,641 | |||||
Total assets | 1,677,405 | |||||
Current liabilities: | ||||||
Bank indebtedness and other long-term debt | 7,600 | |||||
Capital lease obligations | 471 | |||||
Accounts payable and accrued expenses | 80,161 | |||||
Other current liabilities | 3,641 | |||||
Total current liabilities | 91,873 | |||||
Capital lease obligations, less current portion | 14,618 | |||||
Bank indebtedness and other long-term debt, less current portion | 969,030 | |||||
Deferred tax liability | 172,592 | |||||
Intercompany | 0 | |||||
Other noncurrent liabilities | 213,048 | |||||
Total liabilities | 1,461,161 | |||||
Stockholder’s equity: | ||||||
Common stock | 0 | |||||
Capital in excess of par value | 356,996 | |||||
Accumulated deficit | (138,139) | |||||
Accumulated other comprehensive loss | (2,613) | |||||
Total stockholder’s equity | 216,244 | |||||
Total liabilities and stockholder’s equity | 1,677,405 | |||||
Guarantors | ||||||
Current assets: | ||||||
Cash and cash equivalents | 1,144 | 1,797 | 327 | 6,427 | ||
Restricted Cash and Cash Equivalents | 0 | 0 | ||||
Accounts receivable | 2,188 | 3,944 | ||||
Inventories | 3,012 | 3,021 | ||||
Other current assets | 6,331 | 3,561 | ||||
Total current assets | 12,675 | 12,323 | ||||
Property and equipment, net | 45,982 | 34,539 | ||||
Goodwill | 51,414 | 51,414 | ||||
Intangible assets, net | 465,255 | 466,240 | ||||
Intercompany | 34,612 | 30,716 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Other noncurrent assets | 19,791 | 8,940 | ||||
Total assets | 629,729 | 604,172 | ||||
Current liabilities: | ||||||
Bank indebtedness and other long-term debt | 26 | 50 | ||||
Capital lease obligations | 0 | 0 | ||||
Accounts payable and accrued expenses | 17,494 | 27,774 | ||||
Other current liabilities | 328 | 328 | ||||
Total current liabilities | 17,848 | 28,152 | ||||
Capital lease obligations, less current portion | 0 | 0 | ||||
Bank indebtedness and other long-term debt, less current portion | 0 | 13 | ||||
Deferred tax liability | 19,110 | 17,867 | ||||
Intercompany | 159,821 | 121,850 | ||||
Other noncurrent liabilities | 12,823 | 10,784 | ||||
Total liabilities | 209,602 | 178,666 | ||||
Stockholder’s equity: | ||||||
Common stock | 0 | 0 | ||||
Capital in excess of par value | 466,114 | 466,114 | ||||
Accumulated deficit | (45,987) | (40,608) | ||||
Accumulated other comprehensive loss | 0 | 0 | ||||
Total stockholder’s equity | 420,127 | 425,506 | ||||
Total liabilities and stockholder’s equity | 629,729 | 604,172 | ||||
Non-Guarantors | ||||||
Current assets: | ||||||
Cash and cash equivalents | 7,009 | 6,622 | 7,088 | 7,547 | ||
Restricted Cash and Cash Equivalents | 196 | 0 | ||||
Accounts receivable | 7,343 | 9,468 | ||||
Inventories | 256 | 295 | ||||
Other current assets | 1,548 | 1,100 | ||||
Total current assets | 16,352 | 17,485 | ||||
Property and equipment, net | 7,749 | 8,593 | ||||
Goodwill | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Intercompany | 0 | 0 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Other noncurrent assets | 429 | 671 | ||||
Total assets | 24,530 | 26,749 | ||||
Current liabilities: | ||||||
Bank indebtedness and other long-term debt | 0 | 0 | ||||
Capital lease obligations | 6 | 3 | ||||
Accounts payable and accrued expenses | 3,680 | 3,270 | ||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities | 3,686 | 3,273 | ||||
Capital lease obligations, less current portion | 63 | 64 | ||||
Bank indebtedness and other long-term debt, less current portion | 0 | 0 | ||||
Deferred tax liability | (170) | (216) | ||||
Intercompany | 25,753 | 26,508 | ||||
Other noncurrent liabilities | 310 | 219 | ||||
Total liabilities | 29,642 | 29,848 | ||||
Stockholder’s equity: | ||||||
Common stock | 0 | 0 | ||||
Capital in excess of par value | 3,241 | 3,241 | ||||
Accumulated deficit | (5,740) | (3,024) | ||||
Accumulated other comprehensive loss | (2,613) | (3,316) | ||||
Total stockholder’s equity | (5,112) | (3,099) | ||||
Total liabilities and stockholder’s equity | 24,530 | 26,749 | ||||
Subsidiary Issuer [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 42,235 | |||||
Accounts receivable | 21,595 | |||||
Inventories | 19,959 | |||||
Other current assets | 13,562 | |||||
Total current assets | 97,351 | |||||
Property and equipment, net | 585,915 | |||||
Goodwill | 432,462 | |||||
Intangible assets, net | 21,855 | |||||
Intercompany | 129,151 | |||||
Investment in subsidiaries | 422,407 | |||||
Other noncurrent assets | 4,318 | |||||
Total assets | 1,693,459 | |||||
Current liabilities: | ||||||
Bank indebtedness and other long-term debt | 7,600 | |||||
Capital lease obligations | 418 | |||||
Accounts payable and accrued expenses | 71,320 | |||||
Other current liabilities | 3,350 | |||||
Total current liabilities | 82,688 | |||||
Capital lease obligations, less current portion | 14,980 | |||||
Bank indebtedness and other long-term debt, less current portion | 971,320 | |||||
Deferred tax liability | 184,083 | |||||
Intercompany | 20,580 | |||||
Other noncurrent liabilities | 211,262 | |||||
Total liabilities | 1,484,913 | |||||
Stockholder’s equity: | ||||||
Common stock | 0 | |||||
Capital in excess of par value | 356,460 | |||||
Accumulated deficit | (144,598) | |||||
Accumulated other comprehensive loss | (3,316) | |||||
Total stockholder’s equity | 208,546 | |||||
Total liabilities and stockholder’s equity | 1,693,459 | |||||
Successor [Member] | ||||||
Current liabilities: | ||||||
Bank indebtedness and other long-term debt, less current portion | $ 969,030 | 971,333 | ||||
Eliminations | ||||||
Current assets: | ||||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | ||
Restricted Cash and Cash Equivalents | 0 | 0 | ||||
Accounts receivable | (6,882) | (9,071) | ||||
Inventories | 0 | 0 | ||||
Other current assets | 0 | 0 | ||||
Total current assets | (6,882) | (9,071) | ||||
Property and equipment, net | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Intercompany | (178,692) | (159,867) | ||||
Investment in subsidiaries | (415,015) | (422,407) | ||||
Other noncurrent assets | 0 | 0 | ||||
Total assets | (600,589) | (591,345) | ||||
Current liabilities: | ||||||
Bank indebtedness and other long-term debt | 0 | 0 | ||||
Capital lease obligations | 0 | 0 | ||||
Accounts payable and accrued expenses | 0 | 0 | ||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities | 0 | 0 | ||||
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 | (185,574) | (168,938) | ||||
Other noncurrent liabilities | 0 | 0 | ||||
Total liabilities | (185,574) | (168,938) | ||||
Stockholder’s equity: | ||||||
Common stock | 0 | 0 | ||||
Capital in excess of par value | (469,355) | (469,355) | ||||
Accumulated deficit | 51,727 | 43,632 | ||||
Accumulated other comprehensive loss | 2,613 | 3,316 | ||||
Total stockholder’s equity | (415,015) | (422,407) | ||||
Total liabilities and stockholder’s equity | $ (600,589) | $ (591,345) |
Condensed Consolidating Sched56
Condensed Consolidating Schedules - P&L (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Oct. 02, 2016 | Jul. 03, 2016 | Sep. 27, 2015 | Jun. 28, 2015 | Jun. 29, 2014 | Jul. 03, 2016 | Jun. 28, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | Dec. 28, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Fees and Commissions, Other | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Franchise fees and royalties | $ 4,322,000 | 4,322,000 | $ 4,941,000 | 4,941,000 | 13,440,000 | 13,241,000 | $ 13,440,000 | $ 13,241,000 | |||
Total company store sales | 223,748,000 | 223,748,000 | 216,996,000 | 216,996,000 | 705,569,000 | 686,282,000 | 705,569,000 | 686,282,000 | |||
Entertainment and merchandise sales | 121,764,000 | 121,764,000 | 118,753,000 | 118,753,000 | 383,978,000 | 377,358,000 | 383,978,000 | 377,358,000 | |||
Food and beverage sales | 101,984,000 | 101,984,000 | 98,243,000 | 98,243,000 | 321,591,000 | 308,924,000 | 321,591,000 | 308,924,000 | |||
Intangible assets, net | 485,057,000 | 485,057,000 | 485,057,000 | 485,057,000 | $ 488,095,000 | ||||||
Proceeds from sale of property and equipment | (426,000) | (261,000) | (426,000) | (261,000) | |||||||
Repayments of Senior Debt | 5,700,000 | 5,700,000 | 5,700,000 | 5,700,000 | |||||||
Net Cash Provided by (Used in) Operating Activities | 111,254,000 | 88,298,000 | 111,254,000 | 88,298,000 | |||||||
Intercompany Note, Investing | 0 | ||||||||||
Payments to Acquire Property, Plant, and Equipment | 66,535,000 | 56,994,000 | 66,535,000 | 56,994,000 | |||||||
Payments to Develop Software | (8,788,000) | (2,784,000) | (8,788,000) | (2,784,000) | |||||||
Net cash used in investing activities | (74,897,000) | (60,180,000) | (74,897,000) | (60,180,000) | |||||||
Other Payments to Acquire Businesses | 663,000 | ||||||||||
Repayments on note payable | (34,000) | (34,000) | |||||||||
Intercompany Note, Financing | 0 | ||||||||||
Repayments of Long-term Capital Lease Obligations | (311,000) | (308,000) | (311,000) | (308,000) | |||||||
Payments of Dividends | (1,196,000) | ||||||||||
Excess tax benefit realized from stock-based compensation | 4,000 | 4,000 | 0 | ||||||||
Net Cash Provided by (Used in) Financing Activities | (7,510,000) | (77,238,000) | (7,510,000) | (77,238,000) | |||||||
Effect of foreign exchange rate changes on cash | 356,000 | (977,000) | 356,000 | (977,000) | |||||||
Change in cash and cash equivalents | 29,203,000 | (50,097,000) | 29,203,000 | (50,097,000) | |||||||
REVENUES: | |||||||||||
Food and beverage sales | 101,984,000 | 101,984,000 | 98,243,000 | 98,243,000 | 321,591,000 | 308,924,000 | 321,591,000 | 308,924,000 | |||
Entertainment and merchandise sales | 121,764,000 | 121,764,000 | 118,753,000 | 118,753,000 | 383,978,000 | 377,358,000 | 383,978,000 | 377,358,000 | |||
Total company store sales | 223,748,000 | 223,748,000 | 216,996,000 | 216,996,000 | 705,569,000 | 686,282,000 | 705,569,000 | 686,282,000 | |||
Franchise fees and royalties | 4,322,000 | 4,322,000 | 4,941,000 | 4,941,000 | 13,440,000 | 13,241,000 | 13,440,000 | 13,241,000 | |||
Fees and Commissions, Other | 0 | 0 | 0 | 0 | |||||||
Total revenues | 228,070,000 | 228,070,000 | 221,937,000 | 221,937,000 | 719,009,000 | 699,523,000 | 719,009,000 | 699,523,000 | |||
Company store operating costs: | |||||||||||
Cost of food and beverage (exclusive of items shown separately below) | 25,507,000 | 25,507,000 | 25,032,000 | 25,032,000 | 80,702,000 | 78,209,000 | 80,702,000 | 78,209,000 | |||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 8,014,000 | 8,014,000 | 7,863,000 | 7,863,000 | 25,004,000 | 23,399,000 | 25,004,000 | 23,399,000 | |||
Total cost of food, beverage, entertainment and merchandise | 33,521,000 | 33,521,000 | 32,895,000 | 32,895,000 | 105,706,000 | 101,608,000 | 105,706,000 | 101,608,000 | |||
Labor expenses | 61,721,000 | 61,721,000 | 59,998,000 | 59,998,000 | 191,170,000 | 186,405,000 | 191,170,000 | 186,405,000 | |||
Depreciation and amortization | 27,667,000 | 27,667,000 | 28,394,000 | 28,394,000 | 85,029,000 | 86,606,000 | 85,029,000 | 86,606,000 | |||
Other store operating expenses | 38,757,000 | 38,757,000 | 36,587,000 | 36,587,000 | 112,143,000 | 105,435,000 | 112,143,000 | 105,435,000 | |||
Total company store operating costs | 185,786,000 | 185,786,000 | 181,853,000 | 181,853,000 | 566,366,000 | 552,752,000 | 566,366,000 | 552,752,000 | |||
Other costs and expenses: | |||||||||||
Advertising expense | 11,515,000 | 11,515,000 | 10,292,000 | 10,292,000 | 36,777,000 | 36,339,000 | 36,777,000 | 36,339,000 | |||
General and administrative expenses | 17,284,000 | 17,284,000 | 14,592,000 | 14,592,000 | 51,222,000 | 48,620,000 | 51,222,000 | 48,620,000 | |||
Asset Impairment Charges | 772,000 | 772,000 | 875,000 | 772,000 | 772,000 | 875,000 | |||||
Transaction and severance costs | 166,000 | 166,000 | 1,826,000 | 1,826,000 | 1,349,000 | 3,939,000 | 1,349,000 | 3,939,000 | |||
Total operating costs and expenses | 215,523,000 | 215,523,000 | 209,438,000 | 209,438,000 | 656,486,000 | 642,525,000 | 656,486,000 | 642,525,000 | |||
Rent expense | 24,120,000 | 24,120,000 | 23,979,000 | 23,979,000 | 72,318,000 | 72,698,000 | 72,318,000 | 72,698,000 | |||
Operating income (loss) | 12,547,000 | 12,547,000 | 12,499,000 | 12,499,000 | 62,523,000 | 56,998,000 | 62,523,000 | 56,998,000 | |||
Equity in earnings (loss) in affiliates | 0 | 0 | 0 | 0 | |||||||
Interest expense (income) | 17,237,000 | 17,237,000 | 17,209,000 | 17,209,000 | 51,419,000 | 52,031,000 | 51,419,000 | 52,031,000 | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (4,690,000) | (4,710,000) | 11,104,000 | 4,967,000 | |||||||
Income tax expense (benefit) | (2,286,000) | (2,286,000) | (1,508,000) | (1,508,000) | 4,645,000 | 3,319,000 | 4,645,000 | 3,319,000 | |||
Net income (loss) | (2,404,000) | (2,404,000) | (3,202,000) | (3,202,000) | 6,459,000 | 1,648,000 | 6,459,000 | 1,648,000 | |||
Components of other comprehensive income (loss), net of tax: | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (212,000) | (212,000) | (1,034,000) | (1,034,000) | 703,000 | (1,899,000) | 703,000 | (1,899,000) | |||
Comprehensive income (loss) | 2,616,000 | 2,616,000 | 4,236,000 | 4,236,000 | (7,162,000) | 251,000 | (7,162,000) | 251,000 | |||
Cash and cash equivalents | $ 79,857,000 | 79,857,000 | $ 60,897,000 | 60,897,000 | 79,857,000 | 60,897,000 | $ 79,857,000 | $ 60,897,000 | 50,654,000 | $ 110,994,000 | |
Successor [Member] | |||||||||||
Other costs and expenses: | |||||||||||
Asset Impairment Charges | $ 875,000 | ||||||||||
Issuer | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Fees and Commissions, Other | 735,000 | 762,000 | |||||||||
Franchise fees and royalties | 1,561,000 | 1,794,000 | |||||||||
Total company store sales | 638,583,000 | 624,440,000 | |||||||||
Entertainment and merchandise sales | 358,192,000 | 357,509,000 | |||||||||
Food and beverage sales | 280,391,000 | 266,931,000 | |||||||||
Intangible assets, net | 19,802,000 | 19,802,000 | |||||||||
Proceeds from sale of property and equipment | (426,000) | (261,000) | |||||||||
Repayments of Senior Debt | 5,700,000 | 5,700,000 | |||||||||
Net Cash Provided by (Used in) Operating Activities | 93,340,000 | 85,511,000 | |||||||||
Intercompany Note, Investing | (2,513,000) | ||||||||||
Payments to Acquire Property, Plant, and Equipment | 50,823,000 | 48,932,000 | |||||||||
Payments to Develop Software | (6,004,000) | 0 | |||||||||
Net cash used in investing activities | (56,401,000) | (51,847,000) | |||||||||
Other Payments to Acquire Businesses | 663,000 | ||||||||||
Repayments on note payable | 0 | ||||||||||
Intercompany Note, Financing | 0 | ||||||||||
Repayments of Long-term Capital Lease Obligations | (308,000) | (306,000) | |||||||||
Payments of Dividends | (1,196,000) | ||||||||||
Excess tax benefit realized from stock-based compensation | 4,000 | ||||||||||
Net Cash Provided by (Used in) Financing Activities | (7,470,000) | (77,202,000) | |||||||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||||||
Change in cash and cash equivalents | 29,469,000 | (43,538,000) | |||||||||
REVENUES: | |||||||||||
Food and beverage sales | 280,391,000 | 266,931,000 | |||||||||
Entertainment and merchandise sales | 358,192,000 | 357,509,000 | |||||||||
Total company store sales | 638,583,000 | 624,440,000 | |||||||||
Franchise fees and royalties | 1,561,000 | 1,794,000 | |||||||||
Fees and Commissions, Other | 735,000 | 762,000 | |||||||||
Total revenues | 640,879,000 | 626,996,000 | |||||||||
Company store operating costs: | |||||||||||
Cost of food and beverage (exclusive of items shown separately below) | 69,431,000 | 67,179,000 | |||||||||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 23,149,000 | 21,620,000 | |||||||||
Total cost of food, beverage, entertainment and merchandise | 92,580,000 | 88,799,000 | |||||||||
Labor expenses | 175,495,000 | 171,075,000 | |||||||||
Depreciation and amortization | 81,661,000 | 81,799,000 | |||||||||
Other store operating expenses | 104,297,000 | 99,032,000 | |||||||||
Total company store operating costs | 520,634,000 | 507,398,000 | |||||||||
Other costs and expenses: | |||||||||||
Advertising expense | 30,188,000 | 33,506,000 | |||||||||
General and administrative expenses | 19,669,000 | 14,631,000 | |||||||||
Asset Impairment Charges | 709,000 | ||||||||||
Transaction and severance costs | 1,294,000 | 15,000 | |||||||||
Total operating costs and expenses | 572,494,000 | 556,316,000 | |||||||||
Rent expense | 66,601,000 | 66,693,000 | |||||||||
Operating income (loss) | 68,385,000 | 70,680,000 | |||||||||
Equity in earnings (loss) in affiliates | (8,096,000) | (11,406,000) | |||||||||
Interest expense (income) | 47,765,000 | 50,032,000 | |||||||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 12,524,000 | 9,242,000 | |||||||||
Income tax expense (benefit) | 6,065,000 | 7,594,000 | |||||||||
Net income (loss) | 6,459,000 | 1,648,000 | |||||||||
Components of other comprehensive income (loss), net of tax: | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 703,000 | (1,899,000) | |||||||||
Comprehensive income (loss) | (7,162,000) | 251,000 | |||||||||
Cash and cash equivalents | 71,704,000 | 53,482,000 | 71,704,000 | 53,482,000 | 42,235,000 | 97,020,000 | |||||
Guarantors | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Fees and Commissions, Other | 615,000 | 755,000 | 1,845,000 | 2,179,000 | |||||||
Franchise fees and royalties | 4,030,000 | 4,438,000 | 11,879,000 | 11,437,000 | |||||||
Total company store sales | 18,595,000 | 17,010,000 | 54,930,000 | 49,063,000 | |||||||
Entertainment and merchandise sales | 6,703,000 | 3,808,000 | 18,151,000 | 11,799,000 | |||||||
Food and beverage sales | 11,892,000 | 13,202,000 | 36,779,000 | 37,264,000 | |||||||
Intangible assets, net | 465,255,000 | 465,255,000 | 466,240,000 | ||||||||
Proceeds from sale of property and equipment | 0 | 0 | |||||||||
Repayments of Senior Debt | 0 | 0 | |||||||||
Net Cash Provided by (Used in) Operating Activities | 17,674,000 | (1,253,000) | |||||||||
Intercompany Note, Investing | 6,483,000 | ||||||||||
Payments to Acquire Property, Plant, and Equipment | 15,506,000 | 6,464,000 | |||||||||
Payments to Develop Software | (2,784,000) | (2,784,000) | |||||||||
Net cash used in investing activities | (18,290,000) | (2,765,000) | |||||||||
Other Payments to Acquire Businesses | 0 | ||||||||||
Repayments on note payable | (34,000) | ||||||||||
Intercompany Note, Financing | (2,048,000) | ||||||||||
Repayments of Long-term Capital Lease Obligations | 0 | 0 | |||||||||
Payments of Dividends | 0 | ||||||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||||||
Net Cash Provided by (Used in) Financing Activities | (37,000) | (2,082,000) | |||||||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||||||
Change in cash and cash equivalents | (653,000) | (6,100,000) | |||||||||
REVENUES: | |||||||||||
Food and beverage sales | 11,892,000 | 13,202,000 | 36,779,000 | 37,264,000 | |||||||
Entertainment and merchandise sales | 6,703,000 | 3,808,000 | 18,151,000 | 11,799,000 | |||||||
Total company store sales | 18,595,000 | 17,010,000 | 54,930,000 | 49,063,000 | |||||||
Franchise fees and royalties | 4,030,000 | 4,438,000 | 11,879,000 | 11,437,000 | |||||||
Fees and Commissions, Other | 615,000 | 755,000 | 1,845,000 | 2,179,000 | |||||||
Total revenues | 23,240,000 | 22,203,000 | 68,654,000 | 62,679,000 | |||||||
Company store operating costs: | |||||||||||
Cost of food and beverage (exclusive of items shown separately below) | 3,194,000 | 3,061,000 | 9,632,000 | 9,417,000 | |||||||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 428,000 | 389,000 | 1,329,000 | 1,290,000 | |||||||
Total cost of food, beverage, entertainment and merchandise | 3,622,000 | 3,450,000 | 10,961,000 | 10,707,000 | |||||||
Labor expenses | 4,039,000 | 3,751,000 | 11,842,000 | 11,119,000 | |||||||
Depreciation and amortization | 650,000 | 934,000 | 1,884,000 | 3,223,000 | |||||||
Other store operating expenses | 3,033,000 | 2,215,000 | 7,568,000 | 6,147,000 | |||||||
Total company store operating costs | 12,675,000 | 11,593,000 | 36,298,000 | 35,244,000 | |||||||
Other costs and expenses: | |||||||||||
Advertising expense | 828,000 | 798,000 | 3,548,000 | 3,121,000 | |||||||
General and administrative expenses | 10,270,000 | 10,606,000 | 30,996,000 | 33,589,000 | |||||||
Asset Impairment Charges | 0 | 0 | |||||||||
Transaction and severance costs | 0 | 1,626,000 | 55,000 | 3,924,000 | |||||||
Total operating costs and expenses | 23,773,000 | 24,643,000 | 70,897,000 | 75,898,000 | |||||||
Rent expense | 1,331,000 | 1,243,000 | 4,043,000 | 4,048,000 | |||||||
Operating income (loss) | (533,000) | (2,440,000) | (2,243,000) | (13,219,000) | |||||||
Equity in earnings (loss) in affiliates | 0 | 0 | 0 | 0 | |||||||
Interest expense (income) | 1,440,000 | 365,000 | 3,328,000 | 1,619,000 | |||||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (1,973,000) | (2,805,000) | (5,571,000) | (14,838,000) | |||||||
Income tax expense (benefit) | (935,000) | (744,000) | (185,000) | (4,517,000) | |||||||
Net income (loss) | (1,038,000) | (2,061,000) | (5,386,000) | (10,321,000) | |||||||
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 | |||||||
Comprehensive income (loss) | 1,038,000 | 2,061,000 | 5,386,000 | 10,321,000 | |||||||
Cash and cash equivalents | 1,144,000 | 327,000 | 1,144,000 | 327,000 | 1,797,000 | 6,427,000 | |||||
Guarantors | Successor [Member] | |||||||||||
Other costs and expenses: | |||||||||||
Asset Impairment Charges | 20,000 | ||||||||||
Non-Guarantors | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Fees and Commissions, Other | 8,431,000 | 11,861,000 | 28,746,000 | 31,864,000 | |||||||
Franchise fees and royalties | 0 | 10,000 | 0 | 10,000 | |||||||
Total company store sales | 4,290,000 | 4,196,000 | 12,056,000 | 12,779,000 | |||||||
Entertainment and merchandise sales | 2,755,000 | 2,679,000 | 7,635,000 | 8,050,000 | |||||||
Food and beverage sales | 1,535,000 | 1,517,000 | 4,421,000 | 4,729,000 | |||||||
Intangible assets, net | 0 | 0 | 0 | ||||||||
Proceeds from sale of property and equipment | 0 | 0 | |||||||||
Repayments of Senior Debt | 0 | 0 | |||||||||
Net Cash Provided by (Used in) Operating Activities | 240,000 | 4,040,000 | |||||||||
Intercompany Note, Investing | 0 | ||||||||||
Payments to Acquire Property, Plant, and Equipment | 206,000 | 1,598,000 | |||||||||
Payments to Develop Software | 0 | 0 | |||||||||
Net cash used in investing activities | (206,000) | (1,598,000) | |||||||||
Other Payments to Acquire Businesses | 0 | ||||||||||
Repayments on note payable | 0 | ||||||||||
Intercompany Note, Financing | (1,922,000) | ||||||||||
Repayments of Long-term Capital Lease Obligations | (3,000) | (2,000) | |||||||||
Payments of Dividends | 0 | ||||||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||||||
Net Cash Provided by (Used in) Financing Activities | (3,000) | (1,924,000) | |||||||||
Effect of foreign exchange rate changes on cash | 356,000 | (977,000) | |||||||||
Change in cash and cash equivalents | 387,000 | (459,000) | |||||||||
REVENUES: | |||||||||||
Food and beverage sales | 1,535,000 | 1,517,000 | 4,421,000 | 4,729,000 | |||||||
Entertainment and merchandise sales | 2,755,000 | 2,679,000 | 7,635,000 | 8,050,000 | |||||||
Total company store sales | 4,290,000 | 4,196,000 | 12,056,000 | 12,779,000 | |||||||
Franchise fees and royalties | 0 | 10,000 | 0 | 10,000 | |||||||
Fees and Commissions, Other | 8,431,000 | 11,861,000 | 28,746,000 | 31,864,000 | |||||||
Total revenues | 12,721,000 | 16,067,000 | 40,802,000 | 44,653,000 | |||||||
Company store operating costs: | |||||||||||
Cost of food and beverage (exclusive of items shown separately below) | 540,000 | 512,000 | 1,639,000 | 1,613,000 | |||||||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 195,000 | 181,000 | 526,000 | 489,000 | |||||||
Total cost of food, beverage, entertainment and merchandise | 735,000 | 693,000 | 2,165,000 | 2,102,000 | |||||||
Labor expenses | 1,296,000 | 1,357,000 | 3,833,000 | 4,211,000 | |||||||
Depreciation and amortization | 516,000 | 549,000 | 1,484,000 | 1,584,000 | |||||||
Other store operating expenses | 953,000 | 1,042,000 | 2,884,000 | 3,223,000 | |||||||
Total company store operating costs | 4,054,000 | 4,272,000 | 12,040,000 | 13,077,000 | |||||||
Other costs and expenses: | |||||||||||
Advertising expense | 10,151,000 | 8,960,000 | 31,761,000 | 31,550,000 | |||||||
General and administrative expenses | 273,000 | 130,000 | 557,000 | 400,000 | |||||||
Asset Impairment Charges | 63,000 | 63,000 | |||||||||
Transaction and severance costs | 0 | 0 | 0 | 0 | |||||||
Total operating costs and expenses | 14,541,000 | 13,451,000 | 44,421,000 | 45,116,000 | |||||||
Rent expense | 554,000 | 631,000 | 1,674,000 | 1,957,000 | |||||||
Operating income (loss) | (1,820,000) | 2,616,000 | (3,619,000) | (463,000) | |||||||
Equity in earnings (loss) in affiliates | 0 | 0 | 0 | 0 | |||||||
Interest expense (income) | 112,000 | 116,000 | 326,000 | 380,000 | |||||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (1,932,000) | 2,500,000 | (3,945,000) | (843,000) | |||||||
Income tax expense (benefit) | (671,000) | 1,044,000 | (1,235,000) | 242,000 | |||||||
Net income (loss) | (1,261,000) | 1,456,000 | (2,710,000) | (1,085,000) | |||||||
Components of other comprehensive income (loss), net of tax: | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (212,000) | (1,034,000) | 703,000 | (1,899,000) | |||||||
Comprehensive income (loss) | 1,473,000 | (422,000) | 2,007,000 | 2,984,000 | |||||||
Cash and cash equivalents | 7,009,000 | 7,088,000 | 7,009,000 | 7,088,000 | 6,622,000 | 7,547,000 | |||||
Non-Guarantors | Successor [Member] | |||||||||||
Other costs and expenses: | |||||||||||
Asset Impairment Charges | 89,000 | ||||||||||
Subsidiary Issuer [Member] | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Fees and Commissions, Other | 273,000 | 250,000 | |||||||||
Franchise fees and royalties | 292,000 | 493,000 | |||||||||
Total company store sales | 200,863,000 | 195,790,000 | |||||||||
Entertainment and merchandise sales | 112,306,000 | 112,266,000 | |||||||||
Food and beverage sales | 88,557,000 | 83,524,000 | |||||||||
Intangible assets, net | 21,855,000 | ||||||||||
REVENUES: | |||||||||||
Food and beverage sales | 88,557,000 | 83,524,000 | |||||||||
Entertainment and merchandise sales | 112,306,000 | 112,266,000 | |||||||||
Total company store sales | 200,863,000 | 195,790,000 | |||||||||
Franchise fees and royalties | 292,000 | 493,000 | |||||||||
Fees and Commissions, Other | 273,000 | 250,000 | |||||||||
Total revenues | 201,428,000 | 196,533,000 | |||||||||
Company store operating costs: | |||||||||||
Cost of food and beverage (exclusive of items shown separately below) | 21,773,000 | 21,459,000 | |||||||||
Cost of entertainment and merchandise (exclusive of items shown separately below) | 7,391,000 | 7,293,000 | |||||||||
Total cost of food, beverage, entertainment and merchandise | 29,164,000 | 28,752,000 | |||||||||
Labor expenses | 56,386,000 | 54,890,000 | |||||||||
Depreciation and amortization | 26,501,000 | 26,911,000 | |||||||||
Other store operating expenses | 35,659,000 | 34,362,000 | |||||||||
Total company store operating costs | 169,945,000 | 167,020,000 | |||||||||
Other costs and expenses: | |||||||||||
Advertising expense | 8,967,000 | 12,368,000 | |||||||||
General and administrative expenses | 6,741,000 | 3,856,000 | |||||||||
Asset Impairment Charges | 709,000 | ||||||||||
Transaction and severance costs | 166,000 | 200,000 | |||||||||
Total operating costs and expenses | 186,528,000 | 184,210,000 | |||||||||
Rent expense | 22,235,000 | 22,105,000 | |||||||||
Operating income (loss) | 14,900,000 | 12,323,000 | |||||||||
Equity in earnings (loss) in affiliates | (2,299,000) | (605,000) | |||||||||
Interest expense (income) | 15,685,000 | 16,728,000 | |||||||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | (3,084,000) | (5,010,000) | |||||||||
Income tax expense (benefit) | (680,000) | (1,808,000) | |||||||||
Net income (loss) | (2,404,000) | (3,202,000) | |||||||||
Components of other comprehensive income (loss), net of tax: | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (212,000) | (1,034,000) | |||||||||
Comprehensive income (loss) | 2,616,000 | 4,236,000 | |||||||||
Cash and cash equivalents | 42,235,000 | ||||||||||
Subsidiary Issuer [Member] | Successor [Member] | |||||||||||
Other costs and expenses: | |||||||||||
Asset Impairment Charges | 766,000 | ||||||||||
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Fees and Commissions, Other | (9,319,000) | (12,866,000) | (31,326,000) | (34,805,000) | |||||||
Franchise fees and royalties | 0 | 0 | 0 | 0 | |||||||
Total company store sales | 0 | 0 | 0 | 0 | |||||||
Entertainment and merchandise sales | 0 | 0 | 0 | 0 | |||||||
Food and beverage sales | 0 | 0 | 0 | 0 | |||||||
Intangible assets, net | 0 | 0 | 0 | ||||||||
Proceeds from sale of property and equipment | 0 | 0 | |||||||||
Repayments of Senior Debt | 0 | 0 | |||||||||
Net Cash Provided by (Used in) Operating Activities | 0 | 0 | |||||||||
Intercompany Note, Investing | (3,970,000) | ||||||||||
Payments to Acquire Property, Plant, and Equipment | 0 | 0 | |||||||||
Payments to Develop Software | 0 | 0 | |||||||||
Net cash used in investing activities | 0 | (3,970,000) | |||||||||
Other Payments to Acquire Businesses | 0 | ||||||||||
Repayments on note payable | 0 | ||||||||||
Intercompany Note, Financing | 3,970,000 | ||||||||||
Repayments of Long-term Capital Lease Obligations | 0 | 0 | |||||||||
Payments of Dividends | 0 | ||||||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||||||
Net Cash Provided by (Used in) Financing Activities | 0 | 3,970,000 | |||||||||
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 | |||||||
Fees and Commissions, Other | (9,319,000) | (12,866,000) | (31,326,000) | (34,805,000) | |||||||
Total revenues | (9,319,000) | (12,866,000) | (31,326,000) | (34,805,000) | |||||||
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 | 0 | 0 | 0 | |||||||
Total cost of food, beverage, entertainment and merchandise | 0 | 0 | 0 | 0 | |||||||
Labor expenses | 0 | 0 | 0 | 0 | |||||||
Depreciation and amortization | 0 | 0 | 0 | 0 | |||||||
Other store operating expenses | (888,000) | (1,032,000) | (2,606,000) | (2,967,000) | |||||||
Total company store operating costs | (888,000) | (1,032,000) | (2,606,000) | (2,967,000) | |||||||
Other costs and expenses: | |||||||||||
Advertising expense | (8,431,000) | (11,834,000) | (28,720,000) | (31,838,000) | |||||||
General and administrative expenses | 0 | 0 | 0 | 0 | |||||||
Asset Impairment Charges | 0 | 0 | |||||||||
Transaction and severance costs | 0 | 0 | 0 | 0 | |||||||
Total operating costs and expenses | (9,319,000) | (12,866,000) | (31,326,000) | (34,805,000) | |||||||
Rent expense | 0 | 0 | 0 | 0 | |||||||
Operating income (loss) | 0 | 0 | 0 | 0 | |||||||
Equity in earnings (loss) in affiliates | 2,299,000 | 605,000 | 8,096,000 | 11,406,000 | |||||||
Interest expense (income) | 0 | 0 | 0 | 0 | |||||||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 2,299,000 | 605,000 | 8,096,000 | 11,406,000 | |||||||
Income tax expense (benefit) | 0 | 0 | 0 | 0 | |||||||
Net income (loss) | 2,299,000 | 605,000 | 8,096,000 | 11,406,000 | |||||||
Components of other comprehensive income (loss), net of tax: | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 212,000 | 1,034,000 | (703,000) | 1,899,000 | |||||||
Comprehensive income (loss) | (2,511,000) | (1,639,000) | (7,393,000) | (13,305,000) | |||||||
Cash and cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Eliminations | Successor [Member] | |||||||||||
Other costs and expenses: | |||||||||||
Asset Impairment Charges | $ 0 |
Condensed Consolidating Sched57
Condensed Consolidating Schedules - Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Oct. 02, 2016 | Jul. 03, 2016 | Sep. 27, 2015 | Jun. 28, 2015 | Jul. 03, 2016 | Jun. 28, 2015 | Oct. 02, 2016 | Sep. 27, 2015 | Jan. 03, 2016 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||
Capital lease obligations, less current portion | $ 14,681 | $ 14,681 | $ 14,681 | $ 14,681 | $ 15,044 | ||||
Capital lease obligations | 477 | 477 | 477 | 477 | 421 | ||||
Transaction and severance costs | 166 | 166 | $ 1,826 | $ 1,826 | 1,349 | $ 3,939 | 1,349 | $ 3,939 | |
Cash flows provided by (used in) operating activities: | |||||||||
Net Cash Provided by (Used in) Operating Activities | 111,254 | 88,298 | 111,254 | 88,298 | |||||
Cash flows provided by (used in) investing activities: | |||||||||
Acquisition of Predecessor | 0 | (663) | |||||||
Other Payments to Acquire Businesses | (663) | ||||||||
Intercompany Note, Investing | 0 | ||||||||
Proceeds from sale of property and equipment | (66,535) | (56,994) | (66,535) | (56,994) | |||||
Proceeds from Sale of Property, Plant, and Equipment | 426 | 261 | 426 | 261 | |||||
Payments to Develop Software | (8,788) | (2,784) | (8,788) | (2,784) | |||||
Net cash used in investing activities | (74,897) | (60,180) | (74,897) | (60,180) | |||||
Repayments on senior term loan | (5,700) | (5,700) | (5,700) | (5,700) | |||||
Repayments of Notes Payable | (37) | (37) | |||||||
Cash flows from financing activities: | |||||||||
Intercompany Note, Financing | 0 | ||||||||
Repayments on note payable | (34) | (34) | |||||||
Repayments of Long-term Capital Lease Obligations | (311) | (308) | (311) | (308) | |||||
Sale Leaseback Transaction, Payments, Financing Activities | (1,466) | (1,466) | (1,196) | ||||||
Payments of Dividends | (1,196) | ||||||||
Dividends | (70,000) | (70,000) | |||||||
Excess tax benefit realized from stock-based compensation | 4 | 4 | 0 | ||||||
Net cash used in financing activities | (7,510) | (77,238) | (7,510) | (77,238) | |||||
Effect of foreign exchange rate changes on cash | 356 | (977) | 356 | (977) | |||||
Change in cash and cash equivalents | 29,203 | (50,097) | 29,203 | (50,097) | |||||
Cash and cash equivalents at beginning of period | 79,857 | 60,897 | 50,654 | 110,994 | 50,654 | 110,994 | |||
Cash and cash equivalents at end of period | 79,857 | 79,857 | 60,897 | 60,897 | 79,857 | 60,897 | 79,857 | 60,897 | |
Guarantors | |||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||
Capital lease obligations, less current portion | 0 | 0 | 0 | ||||||
Capital lease obligations | 0 | 0 | 0 | ||||||
Transaction and severance costs | 0 | 1,626 | 55 | 3,924 | |||||
Cash flows provided by (used in) operating activities: | |||||||||
Net Cash Provided by (Used in) Operating Activities | 17,674 | (1,253) | |||||||
Cash flows provided by (used in) investing activities: | |||||||||
Other Payments to Acquire Businesses | 0 | ||||||||
Intercompany Note, Investing | 6,483 | ||||||||
Proceeds from sale of property and equipment | (15,506) | (6,464) | |||||||
Proceeds from Sale of Property, Plant, and Equipment | 0 | 0 | |||||||
Payments to Develop Software | (2,784) | (2,784) | |||||||
Net cash used in investing activities | (18,290) | (2,765) | |||||||
Repayments on senior term loan | 0 | 0 | |||||||
Repayments of Notes Payable | (37) | ||||||||
Cash flows from financing activities: | |||||||||
Intercompany Note, Financing | (2,048) | ||||||||
Repayments on note payable | (34) | ||||||||
Repayments of Long-term Capital Lease Obligations | 0 | 0 | |||||||
Sale Leaseback Transaction, Payments, Financing Activities | 0 | ||||||||
Payments of Dividends | 0 | ||||||||
Dividends | 0 | ||||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||||
Net cash used in financing activities | (37) | (2,082) | |||||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||||
Change in cash and cash equivalents | (653) | (6,100) | |||||||
Cash and cash equivalents at beginning of period | 1,144 | 327 | 1,797 | 6,427 | 1,797 | 6,427 | |||
Cash and cash equivalents at end of period | 1,144 | 327 | 1,144 | 327 | |||||
Non-Guarantors | |||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||
Capital lease obligations, less current portion | 63 | 63 | 64 | ||||||
Capital lease obligations | 6 | 6 | 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 | 240 | 4,040 | |||||||
Cash flows provided by (used in) investing activities: | |||||||||
Other Payments to Acquire Businesses | 0 | ||||||||
Intercompany Note, Investing | 0 | ||||||||
Proceeds from sale of property and equipment | (206) | (1,598) | |||||||
Proceeds from Sale of Property, Plant, and Equipment | 0 | 0 | |||||||
Payments to Develop Software | 0 | 0 | |||||||
Net cash used in investing activities | (206) | (1,598) | |||||||
Repayments on senior term loan | 0 | 0 | |||||||
Repayments of Notes Payable | 0 | ||||||||
Cash flows from financing activities: | |||||||||
Intercompany Note, Financing | (1,922) | ||||||||
Repayments on note payable | 0 | ||||||||
Repayments of Long-term Capital Lease Obligations | (3) | (2) | |||||||
Sale Leaseback Transaction, Payments, Financing Activities | 0 | ||||||||
Payments of Dividends | 0 | ||||||||
Dividends | 0 | ||||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||||
Net cash used in financing activities | (3) | (1,924) | |||||||
Effect of foreign exchange rate changes on cash | 356 | (977) | |||||||
Change in cash and cash equivalents | 387 | (459) | |||||||
Cash and cash equivalents at beginning of period | 7,009 | 7,088 | 6,622 | 7,547 | 6,622 | 7,547 | |||
Cash and cash equivalents at end of period | 7,009 | 7,088 | 7,009 | 7,088 | |||||
Issuer | |||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||
Capital lease obligations, less current portion | 14,618 | 14,618 | |||||||
Capital lease obligations | 471 | 471 | |||||||
Transaction and severance costs | 1,294 | 15 | |||||||
Cash flows provided by (used in) operating activities: | |||||||||
Net Cash Provided by (Used in) Operating Activities | 93,340 | 85,511 | |||||||
Cash flows provided by (used in) investing activities: | |||||||||
Other Payments to Acquire Businesses | (663) | ||||||||
Intercompany Note, Investing | (2,513) | ||||||||
Proceeds from sale of property and equipment | (50,823) | (48,932) | |||||||
Proceeds from Sale of Property, Plant, and Equipment | 426 | 261 | |||||||
Payments to Develop Software | (6,004) | 0 | |||||||
Net cash used in investing activities | (56,401) | (51,847) | |||||||
Repayments on senior term loan | (5,700) | (5,700) | |||||||
Repayments of Notes Payable | 0 | ||||||||
Cash flows from financing activities: | |||||||||
Intercompany Note, Financing | 0 | ||||||||
Repayments on note payable | 0 | ||||||||
Repayments of Long-term Capital Lease Obligations | (308) | (306) | |||||||
Sale Leaseback Transaction, Payments, Financing Activities | (1,466) | ||||||||
Payments of Dividends | (1,196) | ||||||||
Dividends | (70,000) | ||||||||
Excess tax benefit realized from stock-based compensation | 4 | ||||||||
Net cash used in financing activities | (7,470) | (77,202) | |||||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||||
Change in cash and cash equivalents | 29,469 | (43,538) | |||||||
Cash and cash equivalents at beginning of period | 71,704 | 53,482 | 42,235 | 97,020 | 42,235 | 97,020 | |||
Cash and cash equivalents at end of period | 71,704 | 53,482 | 71,704 | 53,482 | |||||
Eliminations | |||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||
Capital lease obligations, less current portion | 0 | 0 | 0 | ||||||
Capital lease obligations | 0 | 0 | $ 0 | ||||||
Transaction and severance costs | 0 | 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 | ||||||||
Intercompany Note, Investing | (3,970) | ||||||||
Proceeds from sale of property and equipment | 0 | 0 | |||||||
Proceeds from Sale of Property, Plant, and Equipment | 0 | 0 | |||||||
Payments to Develop Software | 0 | 0 | |||||||
Net cash used in investing activities | 0 | (3,970) | |||||||
Repayments on senior term loan | 0 | 0 | |||||||
Repayments of Notes Payable | 0 | ||||||||
Cash flows from financing activities: | |||||||||
Intercompany Note, Financing | 3,970 | ||||||||
Repayments on note payable | 0 | ||||||||
Repayments of Long-term Capital Lease Obligations | 0 | 0 | |||||||
Sale Leaseback Transaction, Payments, Financing Activities | 0 | ||||||||
Payments of Dividends | 0 | ||||||||
Dividends | 0 | ||||||||
Excess tax benefit realized from stock-based compensation | 0 | ||||||||
Net cash used in financing activities | 0 | 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 | $ 0 | 0 | 0 | $ 0 | $ 0 | |||
Cash and cash equivalents at end of period | $ 0 | $ 0 | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Oct. 02, 2016 | Jul. 03, 2016 | Jul. 03, 2016 | Oct. 02, 2016 | |
Issuer | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 300 | $ 0 | $ 800 | |
Subsidiary of Common Parent [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 100 | |||
Related Party Transaction, Purchases from Related Party | $ 100 |