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EX-32.2 - EXHIBIT 32.2 - CEC ENTERTAINMENT INCcecfy201910-k322.htm
EX-32.1 - EXHIBIT 32.1 - CEC ENTERTAINMENT INCcecfy201910-k321.htm
EX-31.2 - EXHIBIT 31.2 - CEC ENTERTAINMENT INCcecfy201910-k312.htm
EX-31.1 - EXHIBIT 31.1 - CEC ENTERTAINMENT INCcecfy201910-k311.htm
EX-24.1 - EXHIBIT 24.1 - CEC ENTERTAINMENT INCexhibit241.htm
EX-21.1 - EXHIBIT 21.1 - CEC ENTERTAINMENT INCexhibit211.htm
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
________________________________________________
FORM 10-K 
________________________________________________
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 2019
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File Number: 1-13687 
_____________________________________________________________________________________________________________________________________________________________
CEC ENTERTAINMENT, INC.
(Exact name of registrant as specified, in its charter) 
______________________________________________________________________________________________________________________________________________________________
Kansas
 
48-0905805
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
1707 Market Place Blvd, Suite 200
Irving, Texas
 
75063
(Address of principal executive offices)
 
(Zip Code)
(972) 258-8507
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
None
 
None
 
 
 
Securities registered pursuant to Section 12(g) of the Act:
None 
_______________________________________________________________________________________________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company”in Rule 12b-2 of the Exchange Act:
Large accelerated filer
 
¨
 
Accelerated filer
 
¨
Non-accelerated filer
 
x  
 
Smaller reporting company
 
¨
Emerging growth company
 
£
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x
As of June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, no voting or non-voting common equity of the registrant was held by non-affiliates.
As of March 2, 2020, an aggregate of 200 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None





CEC ENTERTAINMENT, INC.
TABLE OF CONTENTS
 

 
 
Page
 
 
 
 
PART I
 
 
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
 
 
 
PART II
 
 
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
 
 
 
PART III
 
 
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
 
 
 
PART IV
 
 
ITEM 15.
 
 
 
 


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As used in this report, the terms “CEC Entertainment,” “we,” “Company,” “us,” and “our” refer to CEC Entertainment, Inc. and its subsidiaries.
Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan, “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. The forward-looking statements are contained principally in Part I, Item 1. “Business”, Part 1, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K and include, among other things, statements relating to:
our strategy, outlook and growth prospects;
our operational and financial targets and dividend policy;
our planned expansion of the venue base and the implementation of the new design in our existing venues;
general economic trends and trends in the industry and markets; and
the competitive environment in which we operate.
These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause our results to vary from expectations include, but are not limited to:
negative publicity and changes in consumer preference;
our ability to successfully expand and update our current venue base;
our ability to successfully implement our marketing strategy;
our ability to compete effectively in an environment of intense competition;
our ability to weather economic uncertainty and changes in consumer discretionary spending;
increases in food, labor and other operating costs;
the impact of labor scheduling legislation;
our ability to successfully open international franchises and to operate under the United States and foreign anti-corruption laws that govern those international ventures;
risks related to our substantial indebtedness;
failure of our information technology systems to support our current and growing businesses;
disruptions to our commodity distribution system;
our dependence on third-party vendors to provide us with sufficient quantities of new entertainment-related equipment, prizes and merchandise at acceptable prices;
risks from product liability claims and product recalls;
the impact of governmental laws and regulations and the outcomes of legal proceedings;
potential liability under certain state property laws;
fluctuations in our financial results due to new venue openings;
local conditions, natural disasters, terrorist attacks and other events and public health issues, including those outside the United States;
the seasonality of our business;
inadequate insurance coverage;
labor shortages and immigration reform;
loss of certain personnel;
our ability to protect our trademarks or other proprietary rights;
our ability to pay our fixed rental payments;

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impairment charges for goodwill, indefinite-lived intangible assets or other long-lived assets;
our ability to successfully integrate the operations of companies we acquire;
our failure to maintain adequate internal controls over our financial and management systems; and
other risks, uncertainties and factors set forth in Part I, Item 1A. “Risk Factors.”
The forward-looking statements made in this report reflect our views with respect to future events as of the date of this report and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this report and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report. We anticipate that subsequent events and developments will cause our views to change. This report should be read completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.



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PART I
ITEM 1. Business.
Company Overview
We believe we are the leading family entertainment and dining company globally, focused on providing an exciting, fun-filled play and food experience for children and parents alike. Founded in 1977, we have an over 40-year track record and today, have a global network of family entertainment and dining centers (also referred to as “venues”) that we develop, operate and franchise under the names “Chuck E. Cheese” (“Where A Kid Can Be A Kid”) and “Peter Piper Pizza”(“Pizza Made Fresh, Families Made Happy”). Our venues deliver a lively, kid-friendly atmosphere and feature a broad array of entertainment offerings including arcade-style and skill-oriented games, rides, live entertainment shows, with the opportunity for our guests to win tickets and redeem prizes such as toys. plush dolls, and branded merchandise. We combine this memorable entertainment experience with a broad and creative menu that combines kid-friendly classics with a selection of more sophisticated options for adults. We offer families a highly compelling value proposition, where a family can visit Chuck E. Cheese and spend only $39 for a package that includes food, drinks and entertainment, which we believe to be significantly lower than comparable offerings at other dining and entertainment alternatives. We believe there is consistent demand for wholesome entertainment and family dining, and that our combination of entertainment and dining with a strong value proposition creates a highly differentiated experience that appeals to our diverse guest base. We are the venue of choice for many special occasions, and we position Chuck E. Cheese as the #1 brand for kids’ birthdays. With our over 40-year track record of providing family entertainment and dining, our brand recognition and the familiarity of the Chuck E. Cheese character and our related intellectual property provide us with an important competitive advantage as an entertainment provider.
As of December 29, 2019, across both our Chuck E. Cheese and Peter Piper Pizza brands, we operated 555 venues and had 186 venues operating under franchise arrangements, for a system-wide total of 741 venues across 47 states and 16 foreign countries and territories. This significant geographic scale makes us an accessible choice in many neighborhoods across the U.S. and globally.
In Fiscal 2019, we generated $912.9 million in revenue, $28.9 million of net loss and $184.1 million in Adjusted EBITDA. Notably, we enjoy a balanced sales mix between Entertainment and Merchandise, which during the fiscal year ended December 29, 2019, accounted for 56% of our Company-operated venue sales and had a gross profit margin of 92%, and food and beverage which accounted for 44% of our Company-operated venue sales and had a gross profit margin of 77% over the same period, resulting in a gross profit margin of 86% for the fiscal year ended December 29, 2019. See Item 6. “Selected Financial Data - Non-GAAP Financial Measures” for additional information about Adjusted EBITDA, a reconciliation of net income (loss) to Adjusted EBITDA and the calculation of Adjusted EBITDA Margin, and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations” for additional information about gross profit margin.
We have developed our iconic Chuck E. Cheese brand with broad appeal through our more than 40-year commitment to being a family-fun and entertainment company. Over the last few years, we have invested in revitalizing our guest experience, including revamping our menu with improved food quality and new offerings, tailoring our marketing message to focus on both kids and moms, improving venue amenities such as adding WI-FI across all locations, and reinvigorating our culture with a new hospitality-oriented training program for our venue staff. We have made corresponding investments in technology, staff training, and our physical assets including labor and inventory management systems. We believe these significant investments position our Company for sustained growth in the future. In 2018, we completed the roll-out of our proprietary Play Pass card system at all Company-operated Chuck E. Cheese venues, which we funded through a capital investment of $56 million from 2015 to 2017. This system replaces the traditional token-based game system used for the last 40 years with an RFID tag that guests use to activate games. Guests can purchase “points” or time on reloadable cards and can use these cards to play our games. Additionally, Play Pass provides us access to significant guest data, which allows us to develop insights into our business and enables us to be more innovative with our game pricing initiatives, such as variable pricing by geographical location and time of day and dynamic pricing on select weekends, spring breaks and holidays. In the third quarter of 2018 we launched All You Can Play (“AYCP”), a first-of-its-kind gaming experience that allows kids access to play every game at Chuck E. Cheese as many times as they want within the specified period of time purchased, on any day, without any restrictions, in all of our domestic Company-operated Chuck E. Cheese venues. For kids, this alleviates concerns of running out of tokens / points, and for adults it provides surety around activity time and increases perceived value. We also launched our “More Tickets” program in the third quarter of 2018, increasing average tickets earned per game play, to drive higher guest satisfaction. In 2019, we expanded the available options under our “More Tickets” program and optimized pricing on our menu items and game packages. These initiatives, combined with the completion of 82 venue remodels under our domestic venue

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redesign program, have created positive momentum in our comparable venue sales performance, are driving higher margin entertainment and merchandise spending and we believe position our Company for sustained long-term growth in the future.
Our Complementary Brands
We believe our two brands, Chuck E. Cheese and Peter Piper Pizza, are complementary, with each offering guests a pizza-anchored menu as well as entertainment. While Chuck E. Cheese focuses principally on kids, Peter Piper Pizza operates smaller venues with a primary emphasis on food, resulting in a higher frequency of visits. With this approach, Peter Piper Pizza is not only popular with families, but also attracts a guest base that includes many adults without children. In addition to everyday visits for the excellent food, adults without families are common customers for the day-time buffet on their weekday lunch break and frequently choose Peter Piper Pizza's carryout option, which can also be ordered online. Also, guests may choose Chuck E. Cheese and Peter Piper Pizza delivery options through third party providers. Although these brands are complementary in many ways and have operations that are substantially similar, we believe they are distinct concepts that do not directly compete.
Chuck E. Cheese: Where A Kid Can Be A Kid. Chuck E. Cheese was founded in 1977 and is a highly recognized brand that uniquely appeals to our primary guest base of families with children between 2 and 12 years of age. Chuck E. Cheese venues feature an open and bright setting, which creates an inviting atmosphere for kids and a good line of sight for parents. Safety is a key focus, including our Kid Check safety system, which provides everyone in a group with a unique number stamp that is checked at the door. Each venue includes approximately 75 games, rides and attractions for kids of all ages, including classic skill games, such as arcade basketball, skee-ball and Whack-a-Mole, along with the Ticket Blaster machine where birthday guests can grab as many tickets as possible in 30 seconds. Our menu features fresh, hand-made pizza, boneless and bone-in chicken wings, desserts and beverages, including beer and wine at most locations. Chuck E. Cheese, our iconic, energetic mouse mascot, performs music and dance shows and interacts with our guests, driving strong brand recognition. We position Chuck E. Cheese as the #1 brand for kids’ birthdays, and reserved birthday packages represented approximately 16% of Chuck E. Cheese venue revenues in Fiscal 2019. As of December 29, 2019, there were 612 Chuck E. Cheese locations in 47 states and 15 foreign countries and territories, of which 515 were Company-operated.
Peter Piper Pizza: Pizza Made Fresh, Families Made Happy. Peter Piper Pizza serves fresh, high-quality handcrafted food and beverages, including craft beer and wine, and offers state-of-the-art games for all ages. Venues feature a bold design and contemporary layout, with open kitchens revealing much of the handcrafted food preparation, such as fresh mozzarella being shredded off the block, vegetables being hand-chopped, wings being hand-tossed and our Certified Dough Masters crafting pizzas with made-from-scratch dough. Our large, open dining areas provide an enjoyable atmosphere for families and group events, with attentive staff dedicated to providing an enjoyable and memorable experience to each guest. As of December 29, 2019, there were 129 Peter Piper Pizza locations in the United States (also referred to as “U.S.”) and Mexico, of which 40 are Company-operated locations. All of Peter Piper Pizza’s Company-operated venues are located in the United States.
Our Company has benefited from the 2014 acquisition of Peter Piper Pizza through the implementation of best practice sharing, and synergies from the leveraging of back office functions and procurement spend. Peter Piper Pizza has also benefited from lower game buying costs under CEC Entertainment's ownership, as Chuck E. Cheese is one of the largest purchasers of arcade games in the United States.
Our Competitive Strengths
We attribute our success in large part to our (i) iconic, widely recognized brand, (ii) our unique and differentiated family fun and entertainment experience, (iii) our highly compelling consumer value proposition, (iv) our diversified and resilient business model, (v) our consistent demand throughout all cycles, and (vi) our proven and experienced management team. Our venues are unique in that we combine a wholesome family dining offering with distinctive family-oriented games, rides, activities, shows and other entertainment alternatives, all under one roof and within convenient driving distance from our guests’ homes. Many of our high quality entertainment offerings, including all of our live and interactive shows in Chuck E. Cheese venues, guest Wi-Fi in all our venues, and live television in our Peter Piper Pizza venues, can be experienced free of charge. We believe that we benefit from strong and consistent demand for our entertainment offerings from families who desire high quality, safe, clean, convenient and affordable ways to spend time with their children outside of the home. Our executive management team has significant experience in the leisure, hospitality, entertainment and family dining industries and has significant expertise in operating complex, themed family entertainment businesses.

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Our Strategic Plan
Our strategic objectives are focused on becoming “the world’s leading family friendly entertainment restaurant brands” by entertaining and inspiring kids around the world and ensuring that every guest is happy. This strategic plan is centered on the following six growth pillars:
(i) increase traffic to our venues through marketing and sales promotions;
(ii) drive in-store guest spending;
(iii) pursue a programmatic approach to our domestic remodel program;
(iv) expand the global franchise network;
(v) launch a division to focus on entertainment & licensing efforts; and
(vi) increase efficiencies and lower operating costs with tight controls.
Increase traffic to our venues through marketing and sales programming. Our plan is to increase traffic from repeat visitation and new customers with strategic advertising, new promotional event platforms, and sales initiatives. We have broadened our advertising efforts from a traditional focus on children via television to a broader approach that includes targeted consumer offers and consumer promotional opportunities. We will get to know our consumers better and gain insights to motivate our guests to make one more visit, and build a consistent entertainment proposition for our guests. In addition, we will be expanding our field marketing support team focused on group outings and fundraising.
Drive in-store guest spending. Our strategic initiatives to drive profitability in our venues across the portfolio of guest spending areas include our ability to optimize pricing and promotions in our venues and create better value propositions for our guests through new revenue and upsell opportunities. Our recent and ongoing initiatives to improve the in-venue experience include streamlining the order and checkout process, enhancing our game offerings and improving our birthday program and packages. During 2019, we began testing guest promotions that included unlimited play discount holiday passes, dynamic pricing on select weekends, spring breaks and holidays, and traffic-driving deals such as discounted AYCP.
We also believe that AYCP, a product that allows guests the option to play unlimited games within a specified period of time, is perceived as a greater value proposition for our guests than our Play Pass offering, as evidenced during our testing by higher NPS scores in venues, with 66% positive guest comments on price in AYCP venues versus 44% in non-AYCP venues. For the fiscal year ended December 29, 2019, AYCP accounted for approximately 63% of our entertainment revenues.
Domestic Remodel Program: We are focused on building a long-term brand revitalization program by updating the Chuck E. Cheese brand and considering all revenue generating and operational efficiency opportunities. In 2017, we began testing a redesigned concept at our Chuck E. Cheese venues which carefully targeted areas to improve family experience and comfort. Changes include a new exterior and signage, brighter interiors, art décor on the walls, digital menu boards, a new star dance stage, and a refreshed game offering.
Following an initial test of seven remodels in 2017, we completed 25 remodels in 2018 and an additional 50 remodels in 2019. In 2020, we expect to complete an additional 40 remodels, with an ongoing strategy of completing 40-50 venue remodels each year, at a lower overall cost than earlier remodels. Our current model will maintain the most important elements of the redesign, while eliminating some of the less critical design elements. The venues remodeled in 2017 and 2018 have experienced a sustained comparable store sales uplift of approximately 12% versus un-remodeled venues. Our business model benefits from substantial operating leverage, and we expect in excess of 50% of this increase in sales to flow through to operating income.
We expect to realize a cash-on-cash return of greater than 20% on these remodels. We define and calculate cash-on-cash returns for an individual store as (a) the increase in Store Operating Income Before Depreciation and Amortization, excluding pre-opening expenses, national marketing expense allocation, non-cash charges related to asset disposals and changes in non-cash deferred amusement revenue and ticket liability, divided by (b) our net development costs for the remodel. Net development costs include equipment, building, leaseholds and site costs, net of tenant improvement allowances and other landlord concessions or payments, excluding pre-opening costs and capitalized interest.
Global Franchise Expansion. We have a long track record of successful new venue development and will continue to pursue a disciplined venue growth strategy in both new and existing markets where we can achieve strong returns and long term success. For new venue openings, we follow a rigorous due diligence and site selection process and strategically locate our venues within convenient driving distance to large metropolitan areas. We will be adding new resources to our local and global franchise departments to explore and identify new and diverse markets to expand the CEC brand with multiple franchise units in areas with high concentration of middle class and family growth around the globe.

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As of December 29, 2019, we had 103 international venues operating under franchise arrangements. We aim to continue growing internationally with existing and new franchise partners, with development agreements in place for 79 additional committed Chuck E. Cheese franchise venues across 14 countries and territories. In 2019, we opened 14 new venues collectively in eight countries, with two new Peter Piper Pizza venues in the United States and 12 new franchised Chuck E. Cheese venues in seven other countries. In Fiscal 2020, we expect 16 new Chuck E. Cheese franchised venues to open internationally.
See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition, Liquidity and Capital Resources – Capital Expenditures” for more information regarding our capital initiatives and expenditures.
CEC Entertainment and Licensing Efforts. We will launch a division that will focus on global entertainment & media networks within CEC and the value creation of Chuck E. Cheese & Friends intellectual property (“IP”) in licensing and in-restaurant guest traffic. Utilizing its tremendous reach to young parents and children, CEC will formalize its in-store, online and digital assets for consumer brands to advertise on these channels with wholesome, approved commercial content. Additionally, the research states, and we believe, that the Chuck E. Cheese and friends IP is one of the most popular character sets in North America and we will develop focused sales and management support to help develop the licensing benefits in media, toys, games and other areas.
Generate Efficiencies and Lower Operating Costs: Our business model benefits from substantial operating leverage, enabling us to drive margin improvement. We continuously focus on delivering financial performance through expense rationalization across all of our venues and functions. We believe that the deployment of best corporate practices across each of our brands and our corporate functions will yield continued margin improvement. Our general managers at our venues and our corporate management staff typically have revenue, profit and customer satisfaction incentives, which foster a strict focus on both providing a high-quality experience for our guests and expense control. Additionally, we have implemented several new technology investments over the past three years that we believe drive continued cost savings. These investments include our enhanced labor management tool, a system-wide upgrade of our point-of-sale terminals and an improved venue inventory management system that provides additional visibility into food cost measurements and automates our replenishment cycles. These initiatives have generated cost efficiencies in a number of key areas, including labor, supplies, food and general and administrative expenses, and we expect these cost efficiencies to continue in the future.
Overview of Operations
Food and Beverage
Each Chuck E. Cheese and Peter Piper Pizza venue offers a variety of pizzas, wings, appetizers, salads and desserts, along with certain gluten-free options. Our hand-made pizza and prepared foods are made fresh to order. Soft drinks, coffee and tea are also served, along with, at most locations, beer and wine. Alcoholic beverages are limited to a maximum of two drinks per guest. Peter Piper Pizza venues also offer lunch buffet options with unlimited pizza, salad, breadsticks and dessert. We continuously focus on delivering a quality-driven product and believe the quality of our food compares favorably with that of our competitors. As part of our ongoing initiatives to improve operations, we have implemented an improved venue inventory management system that provides additional visibility into food cost measurements and automates our replenishment cycles.
Food and beverage sales represented 43.9%, 45.3% and 47.3% of our Company-operated venue sales during Fiscal 2019, Fiscal 2018 and Fiscal 2017, respectively.
Entertainment and Merchandise
Each of our Chuck E. Cheese and Peter Piper Pizza venues has a game room area, which includes an array of amusement and entertainment options. These options range from classic arcade, redemption and skill-oriented games, such as air hockey, skee-ball and basketball, to rides, such as mini trains, motorcycles and various driving games. At Chuck E. Cheese, we also offer musical and comical entertainment that features our iconic Chuck E. Cheese character with live performances and frequent appearances on our showroom and game room floor, along with ongoing entertainment featuring music videos and televised skits. Each Peter Piper Pizza venue also offers flat-screen televisions located throughout the dining area. In the first quarter of 2018, we completed the implementation of Play Pass, a new proprietary game card system, in all of our Chuck E. Cheese Company-operated venues. Play Pass is similar to a stored value gift card and allows guests to activate games and rides with their own personal card. In addition, in July 2018 we launched AYCP in all of our domestic Company-operated Chuck E. Cheese venues. AYCP, a time based play option, allows guests to play unlimited games within a block of time, increasing the number of games, tickets and prizes. More Tickets provides the thrill of winning a greater number of tickets on redemption games. A number of games dispense tickets that can be redeemed by guests for prize merchandise such as toys and plush items. Our guests can also purchase this merchandise directly for cash.

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Entertainment and merchandise sales represented 56.1%, 54.7% and 52.7% of our Company-operated venue sales during Fiscal 2019, Fiscal 2018 and Fiscal 2017, respectively.
Franchising
As of December 29, 2019, we franchised a total of 97 Chuck E. Cheese venues, with 22 venues located in the United States and 75 venues located in 15 foreign countries and territories, and a total of 89 Peter Piper Pizza venues, with 61 venues located in the United States and 28 venues located in Mexico. We have 18 active development and franchise agreements to open 79 Chuck E. Cheese venues in 14 countries and territories, and four signed development and franchise agreements with rights to open another 19 Peter Piper Pizza venues in Texas and one signed development and franchise agreement with rights to open another four venues in Mexico. See Part I, Item 1A. “Risk Factors” for more information regarding the risks associated with franchise development agreements.
Our standard franchise agreements grant the franchisee the right to construct and operate a venue and use our associated trade names, trademarks and service marks in accordance with our standards and guidelines. Most of our existing Chuck E. Cheese’s franchise agreements have an initial term of 15 to 20 years and include a 10-year renewal option. Peter Piper Pizza’s franchise agreements are for a 10-year term and include a 10-year successor agreement on Peter Piper Pizza’s then standard form of agreement. The standard franchise agreement provides us with a right of first refusal should a franchisee decide to sell a venue. We also enter into area development agreements, which grant franchisees exclusive rights to open a specified number of venues in a designated geographic area within a specified period of time. In addition to initial franchise and area development fees, the franchisee is charged a continuing monthly royalty fee equal to a percentage of its gross monthly sales, generally around 6%, which varies by location and brand.
In 1985, we and our Chuck E. Cheese franchisees formed the International Association of CEC Entertainment, Inc. (the “Association”) to discuss and consider matters of common interest relating to the operation of Company-operated and franchised Chuck E. Cheese venues. Routine business matters of the Association are conducted by a board of directors, composed of five members appointed by us and five members elected by the franchisees. The Association serves as an advisory council that, among other responsibilities, oversees expenditures, including (a) the costs of development, purchasing and placement of advertising programs, including websites; (b) the costs to develop and improve audio-visual and animated entertainment attractions, as well as the development and implementation of new entertainment concepts; and (c) the purchase of national network television advertising.
The franchise agreements governing existing franchised Chuck E. Cheese venues in the United States currently require each franchisee to pay to the Association a monthly contribution equal to a certain percentage of its gross monthly sales. Additionally, under these franchise agreements, we are required, with respect to Chuck E. Cheese Company-operated venues, to contribute at the same rates, or at higher rates in certain instances, as our franchisees. We and our franchisees are also required to spend minimum amounts on local advertising and could be required to make additional contributions to fund any deficits that may be incurred by the Association. Certain franchise agreements governing existing franchised Chuck E. Cheese venues outside of the United States currently require the franchisee to pay a certain percentage of their gross monthly sales to the Association to fund various advertising, media, and entertainment costs.
We do not currently have any advertising co-ops or a franchise advisory council with our Peter Piper Pizza franchisees, but we reserve the right to require the formation, merger or dissolution of either or both. Franchisees are required to contribute (a) 5% of weekly gross sales to be used to develop, produce, distribute and administer specific advertising, public relations and promotional programs that promote the services offered by system franchisees; and (b) 0.5% of weekly gross sales to be used to research, develop, produce, and support creative ideas and materials for use in commercial advertisements, public relations, and promotional campaigns in the United States and Mexico. We may elect at any time not to collect or maintain all or any portion of the amount contributed to fund advertising related programs and activities and, during such time that we have made such election, the monies not collected must be expended by the franchisees in their own markets. In addition, we are required, with respect to Company-operated Peter Piper Pizza venues, to contribute funds on the same basis as our franchisees.
Royalties, franchise and area development fees and other miscellaneous franchise income represented 2.5%, 2.3% and 2.0% of our total consolidated revenues during Fiscal 2019, Fiscal 2018 and Fiscal 2017, respectively.
Foreign Operations
As of December 29, 2019, we operated a total of ten Company-operated venues in Canada. Our Canadian venues generated total revenues of $15.2 million, $15.8 million, and $16.6 million during the fiscal years ended December 29, 2019, December 30, 2018 and December 31, 2017, respectively, representing 1.7%, 1.8% and 1.9% of our total consolidated revenues, respectively. All other international venues are franchised.

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These foreign activities, along with our international franchisees, are subject to various risks of conducting business in a foreign country, including fluctuations in foreign currency exchange rates, laws and regulations and economic and political stability. See “Risk Factors” for more information regarding the risks associated with operations located in foreign markets.
Third-Party Suppliers
We use a network of 15 distribution centers operated by a single company to distribute most of the food products and supplies used in our domestic Chuck E. Cheese branded venues, five distribution centers for our Canadian Chuck E. Cheese branded venues, and four distribution centers for our Peter Piper Pizza branded venues. We believe that alternative third-party distributors are available for our products and supplies, but we may incur additional costs if we are required to replace our distributors or obtain the necessary products and supplies from other suppliers.
We have not entered into any hedging arrangements to reduce our exposure to commodity price volatility; however, we typically enter into short-term purchasing arrangements, which may contain pricing designed to minimize the impact of commodity price fluctuations.
We procure games, rides and other entertainment-related equipment from a limited number of suppliers, some of which are located in China. The number of suppliers from which we purchase games, rides and other entertainment-related equipment, redemption prizes and merchandise has declined due to industry consolidation over the past several years. See Part I, Item 1A. “Risk Factors” for more information regarding the risks associated with our third-party suppliers.
Competition
The family dining and entertainment industries are highly competitive, with a number of major national and regional chains operating in each of these markets. In this regard, we compete for customers on the basis of (a) our name recognition; (b) the price, quality, variety, and perceived value of our food and entertainment offerings; (c) the quality of our customer service; and (d) the convenience and attractiveness of our venues. Although there are other concepts that presently utilize the combined family dining and entertainment format, these competitors primarily operate on a regional or market-by-market basis. To a lesser extent, we also compete directly and/or indirectly with other dining and entertainment formats, including full-service and quick-service restaurants appealing to families with young children, the quick service pizza segment, movie theaters, themed amusement attractions, and other entertainment facilities for children.
Intellectual Property
We own various trademarks and proprietary rights, including Chuck E. Cheese®, Where A Kid Can Be A Kid®, Peter Piper Pizza® and the Chuck E. Cheese character image used in connection with our business, which have been registered with the appropriate patent and trademark offices. The duration of such trademarks is unlimited, subject to continued use and renewal. We believe that we hold the necessary rights for protection of the trademarks considered essential to conduct our business. We believe our trade names and our ownership of trademarks and proprietary rights in the names and character likenesses featured in the operation of our venues provide us with an important competitive advantage, and we actively seek to protect our interests in such property. As discussed earlier under “Our Strategic Plan”, we believe there is an opportunity to leverage our intellectual property into additional revenue and licensing opportunities.
Seasonality
Our operating results fluctuate seasonally. We typically generate our highest sales volumes during the first quarter of each fiscal year due to the timing of school vacations, holidays and changing weather conditions. School operating schedules, holidays and weather conditions may also affect our sales volumes in some operating regions differently than others. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for our full fiscal year.
Government Regulation
We and our franchisees are subject to various federal, state and local laws and regulations affecting the development and operation of Chuck E. Cheese’s and Peter Piper Pizza venues. For a discussion of government regulation risks to our business, see Part I, Item 1A. “Risk Factors.”

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Employees
As of December 29, 2019, we employed approximately 16,400 employees, including approximately 16,000 in the operation of our Company-operated venues and approximately 400 in our corporate offices. Our employees do not belong to any union or collective bargaining group. We believe that our employee relations are satisfactory, and we have not experienced any work stoppages at any of our venues.
Each Chuck E. Cheese and Peter Piper Pizza venue typically employs a general manager, senior assistant manager, one or more assistant managers, an electronics specialist who is responsible for repair and maintenance of the show, games and rides, and approximately 25 to 45 food preparation and service employees, many of whom work part-time. Our staffing requirements are seasonal, and the number of people we employ at our venues will fluctuate throughout the year.
Available Information
We make financial information, news releases and other information available on our corporate website at www.chuckecheese.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website as soon as reasonably practicable after we electronically file these reports and amendments, or furnish them to, the United States Securities and Exchange Commission (“SEC”). The information on our website is not, and shall not be deemed to be, part of this report or incorporated into any other filings we make with the SEC. The reports and the other documents we file with the SEC are available on the SEC’s website at www.sec.gov.
ITEM 1A. Risk Factors.
Our business operations and the implementation of our business strategy are subject to significant risks inherent in our business, including, without limitation, the risks and uncertainties described below. The occurrence of any one or more of the risks or uncertainties described below and elsewhere in this Annual Report on Form 10-K could have a material effect on our consolidated financial condition, results of operations and cash flows. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different.
Risks Related to Our Business and Industry
Negative publicity concerning food quality, health, general safety or other issues, and changes in consumer preferences, could negatively affect our brand image and reputation and adversely affect our consolidated financial results.
Food service businesses can be adversely affected by litigation and complaints from guests, consumer groups, or government authorities, resulting from food quality, illness, injury or other health concerns, or operating issues stemming from one venue or a limited number of venues. Publicity concerning food-borne illnesses, injuries caused by food tampering, and general safety issues could negatively affect our operations, reputation and brand. Families with young children may be highly sensitive to adverse publicity that may arise from an actual or perceived negative event within one or more of our venues. We have, from time to time, received negative publicity related to altercations and other safety-related incidents in certain of our venues. There can be no assurance that in the future we will not experience negative publicity regarding one or more of our venues, and the existence of negative publicity could adversely affect our brand image and reputation with our guests and our consolidated financial results.
The speed at which negative publicity can be disseminated has increased dramatically with electronic communication, including social media. Many social media platforms allow for users to immediately publish content without checking the accuracy of the content posted. If we are unable to quickly and effectively respond to such information, we may suffer declines in guest traffic, which could adversely impact our consolidated financial results.
In addition, our industry is affected by consumer preferences and perceptions. Changes in prevailing health or dietary preferences and perceptions may cause consumers to avoid certain products we offer in favor of alternative or healthier foods. If consumer eating habits change significantly and we are unable to respond with appropriate menu offerings, it could adversely affect our brand image and consolidated financial results.
Our business may also be impacted by certain public health issues including epidemics, pandemics and the rapid spread of certain illnesses and contagious diseases. To the extent that extensive publicity relating to such events causes our guests to feel uncomfortable visiting or taking their children to public locations, particularly locations with a large number of children, due to a perceived risk of exposure to a public health issue, we could experience a reduction in guest traffic, which could adversely affect our consolidated financial results.

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If we are unable to successfully open new venues or appropriately update and evolve our current venue base, our business and our consolidated financial results could be adversely affected.
Our ability to increase revenues and improve financial results depends, to a significant degree, on our ability to successfully implement and refine our long-term growth strategy. As part of our long-term growth strategy, we plan to upgrade the games, rides and entertainment in most of our existing venues, remodel certain of our existing venues and open additional new venues in selected markets.
The opening and success of new Chuck E. Cheese and Peter Piper Pizza venues is dependent on various factors, including but not limited to the availability of suitable sites, the negotiation of acceptable lease terms for such locations, our ability to meet construction schedules, our ability to manage such expansion and hire and train personnel to manage the new venues, our ability to obtain, for acceptable cost, building and other permits and approvals including liquor licenses, the potential cannibalization of sales at any adjacent venues located in the market, as well as general economic and business conditions. Our ability to successfully open new venues or remodel, expand or upgrade the entertainment at existing venues will also depend upon the availability of sufficient capital for such purposes, including operating cash flow, our existing credit agreement, future debt financings, future equity offerings, or a combination thereof. There can also be no assurance that we will be successful in opening and operating the number of anticipated new venues on a timely or profitable basis. There can be no assurance that we can continue to successfully remodel or expand our existing facilities or upgrade the games and entertainment or obtain a reasonable return on such investments.
Our growth is also dependent on our ability to continually evolve and update our business model to anticipate and respond to changing customer preferences and competitive conditions. There can be no assurance that we will be able to successfully anticipate changes in competitive conditions or customer preferences or that the market will accept our business model. If revenues and/or operating results are lower than our current estimates, we may incur additional charges for asset impairments in the future, which could adversely impact our consolidated financial results. Additionally, we incur significant costs each time we open a new venue and other expenses when we relocate or remodel existing venues. The expenses of opening, relocating, or remodeling any of our venues may be higher than anticipated. If we are unable to open or are delayed in opening new or relocated venues, we may incur significant costs, which could adversely affect our consolidated financial results. If we are unable to remodel or are delayed in remodeling venues, we may incur significant costs, which could adversely affect our business and our consolidated financial results.
We may not be successful in the implementation of our marketing strategy, which could adversely affect our business and our consolidated financial results.
Our long-term growth is dependent on the success of strategic initiatives to effectively market and advertise our concept to our target audience. In recent years, we have made significant changes to our marketing and advertising strategy, including (a) the introduction of an updated Chuck E. Cheese character; (b) a change in the mix of our media expenditures; (c) an increase in advertising directed to parents; and (d) promoting our brand and reasons to visit on television and online. There can be no assurance that these changes to our traditional media strategy, which was heavily weighted towards kids' television advertising, free-standing inserts in newspapers, and significant couponing, will be effective at reaching customers or be accepted by customers. If we are not effective in reaching our target audience with our new marketing and advertising strategy or if these changes are not accepted by guests, we may incur additional advertising costs, and our business and our consolidated financial results could be adversely affected.
The restaurant and entertainment industries are highly competitive, and that competition could harm our business and our consolidated financial results.
We believe that our combined restaurant and entertainment center concept puts us in a niche, which combines elements of both the restaurant and entertainment industries. As a result, we compete with entities in both industries. The family dining industry and the entertainment industry are highly competitive, with a number of major national and regional chains operating in each of these spaces. Although other restaurant brands presently utilize the concept of combined family dining-entertainment operations, we believe these competitors operate primarily on a local, regional or market-by-market basis. Within the traditional restaurant sector, we compete with other casual dining restaurants on a nationwide basis with respect to price, quality, and speed of service; type and quality of food; personnel; the number and location of restaurants; attractiveness of facilities; effectiveness of advertising; and marketing programs and new product development. To a lesser extent, our competition also includes quick service restaurants with respect to pricing, service, experience, and perceived value. Within the entertainment sector, we compete with movie theaters, bowling alleys, theme parks, and other family-oriented concepts on a nationwide basis with respect to perceived value and overall experience. Additionally, children's interests and opportunities for entertainment continue to expand. If we are unable to successfully evolve our concept, including new food and entertainment offerings, we may lose market share to our competition. These competitive market conditions, including the emergence of significant new competition, could adversely affect our business and our consolidated financial results.

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Economic uncertainty and changes in consumer discretionary spending could reduce sales at our venues and have an adverse effect on our business and our consolidated financial results.
Purchases at our venues are discretionary for consumers; therefore, our consolidated results of operations are susceptible to economic slowdowns and recessions. We are dependent in particular upon discretionary spending by consumers living in the communities in which our venues are located. A significant portion of our venues are clustered in certain geographic areas. As of December 29, 2019, a total of 181 Chuck E. Cheese venues are located in California, Texas, and Florida (178 are Company-operated and three are franchised locations), and a total of 118 Peter Piper Pizza venues are located in Arizona, Texas, and Mexico (33 are Company-operated and 85 are franchised locations). A significant weakening in the local economies of these geographic areas, or any of the areas in which our venues are located, may cause consumers to curtail discretionary spending, which in turn could reduce our Company venue sales and have an adverse effect on our business and our consolidated financial results.
The future performance of the United States and global economies is uncertain and is directly affected by numerous national and global financial, political and other factors that are beyond our control. Our target market of families with young children can be highly sensitive to adverse economic conditions, which may impact their desire to spend discretionary dollars, resulting in lower customer traffic levels in our venues. Increases in credit card debt, home mortgage and other borrowing costs and declines in housing values could further weaken the United States, Mexican or Canadian economies, leading to a further decrease in discretionary consumer spending. In addition, reduced consumer confidence as a result of a recession, job losses, home foreclosures, investment losses in the financial markets, personal bankruptcies, and reduced access to credit may also result in lower levels of traffic to our venues. Moreover, our customer traffic may be impacted by major changes in United States fiscal policy. Also, certain types of policies regarding immigration, development and investment could adversely affect our business. While there is currently a substantial lack of clarity and uncertainty around the likelihood, timing and details of any such policies and reforms, such policies and reforms may materially and adversely affect customer confidence and our business. We believe that consumers generally are more willing to make discretionary purchases, including at our venues, during periods in which favorable economic conditions prevail. Further, fluctuations in the retail price of gasoline and the potential for future increases in gasoline and other energy costs may affect consumers' disposable incomes available for entertainment and dining. Changes in consumer spending habits as a result of a recession or a reduction in consumer confidence are likely to reduce our customer traffic and sales performance, which could have an adverse effect on our business and our consolidated financial results. In addition, these economic factors could affect our level of spending on planned capital initiatives at our venues, and thereby impact our future sales, and could also result in potential asset impairments and venue closures.
Increases in food, labor, and other operating costs could adversely affect our consolidated financial results.
For the 2019 fiscal year, 43.9% of company venue sales revenue came from food and beverage sales as compared to the 56.1% of company venue sales revenue resulting from entertainment and merchandise sales. As a result, the performance of our venues is affected by changes in the costs for food products we purchase, including but not limited to cheese, dough, produce, chicken, and beef. The commodity prices for these food products vary throughout the year and may be affected by changes in supply, demand, and other factors beyond our control. We have not entered into any hedging arrangements to reduce our exposure to commodity price volatility associated with commodity prices; however, we typically enter into short-term purchasing arrangements, which may contain pricing designed to minimize the impact of commodity price fluctuations. An increase in our food costs, absent a corresponding sales price increase, would negatively affect our profit margins and adversely affect our consolidated financial results.
Several states and cities in which we operate venues have established a minimum wage higher than the federally-mandated minimum wage. There may be similar increases implemented in other jurisdictions in which we operate or seek to operate. Additionally, a number of our employees could be subject to changes in federal or state rules and regulations concerning increases to salary and compensation levels necessary for white collar workers to be classified as exempt in 2019 and beyond, as well as state-specific laws governing relative pay for male and female employees and/or employees of different races and/or ethnicities and policies to establish more predictable work schedules. Such changes in the minimum wage and other wage or salary requirements could increase our labor costs and could have an adverse effect on our profit margins and our consolidated financial results.
The performance of our venues could also be adversely affected by increases in the price of utilities on which the venues depend, such as electricity and natural gas, whether as a result of inflation, shortages or interruptions in supply, or otherwise. Our business also incurs significant costs for, among other things, insurance, marketing, taxes, real estate, borrowing, and litigation, all of which could increase due to inflation, rising interest rates, changes in laws, competition, or other events beyond our control, which could have an adverse effect on our consolidated financial results.

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Our strategy to open international franchised venues may not be successful and may subject us to unanticipated conditions in foreign markets, which could adversely impact our business and our ability to operate effectively in those markets.
Part of our growth strategy depends on our ability to attract new international franchisees and the ability of these franchisees to open and operate new venues on a profitable basis. As we do not have a long history of significant international growth experience, there can be no assurance that we will be able to successfully execute this strategy in the future. Delays or failures in identifying desirable franchise partners and opening new franchised venues could adversely affect our planned growth. Moreover, our franchisees depend on the availability of financing to construct and open new venues. If these franchisees experience difficulty in obtaining adequate financing, our growth strategy and franchise revenues could be adversely affected. Additionally, our growth strategy depends on the ability of our international franchisees to learn and implement our business strategy, while adapting to the local culture. There can be no assurance that the Chuck E. Cheese and Peter Piper Pizza concepts will be accepted in targeted international markets.
Currently, our international franchisees operate venues in 16 countries. We and our franchisees are subject to the regulatory, economic, and political conditions of any foreign market in which our franchisees operate venues. Any change in the laws, regulations, and economic and political stability of these foreign markets could adversely affect our consolidated financial results. Changes in foreign markets that could affect our consolidated financial results include, but are not limited to, taxation, inflation, currency fluctuations, political instability, economic instability, war or conflicts, increased regulations and quotas, tariffs, and other protectionist measures. Additionally, our long-term growth strategy includes adding franchisees in additional foreign markets in the future. To the extent unfavorable conditions exist in the foreign markets we plan to expand into or we are unable to secure intellectual property rights sufficient to operate in such foreign markets, we and our international franchise partners may not be successful in opening the number of anticipated new venues on a timely and profitable basis. Delays or failures in opening new foreign market venue locations could adversely affect our planned growth and result in increased attendant costs.
Our business dealings with foreign franchisees and vendors are subject to United States and foreign anti-corruption law, and investigations or enforcement actions brought under such law could adversely impact our business and our ability to operate effectively in those markets.
As a business that regularly enters into negotiations and contractual relationships with franchisees and vendors located in foreign countries, we are subject to the requirements of the United States Foreign Corrupt Practices Act and other domestic and foreign laws and regulations governing such activities. Although we have a strong compliance program that includes regular training and reinforcement of our employees who represent us in dealings with foreign individuals and entities on the laws impacting such dealings, we may be faced with investigations or enforcement actions by the United States or foreign governments arising from such dealings. Responding to such investigations or enforcement actions would be costly and may divert management's attention and resources from the regular operation of our business, and together with any fines, penalties, or other actions ordered by governmental authorities, could adversely affect our business and consolidated financial results.
If we are unable to maintain and protect our information technology systems and technologies, we could suffer disruptions in our business, damage our reputation with customers, and incur substantial costs.
The operation of our business is heavily dependent upon the implementation, integrity, security, and successful functioning of our computer networks and information systems, including the point-of-sales systems in our venues, data centers that process transactions, the enterprise resource planning system, the Chuck E. Cheese and Peter Piper Pizza brand websites, the birthday reservation system, and various software applications used in our operations. In the ordinary course of our business, we also collect and store on our computer networks and information systems sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our customers and employees. A failure of our systems to operate effectively as a result of a cyber-attack, damage to, interruption, or failure of any of these systems could result in a failure to meet our reporting obligations, material misstatements in our financial statements, or losses due to the disruption of our business operations. These adverse situations could also lead to loss of sales or profits or cause us to incur additional development costs. While we purchase insurance coverage related to network security and privacy to limit the cost of any such failure or cyber-attack our coverage may not be sufficient to reimburse us for all of the costs we may incur in the event of a cyber-attack. Despite our efforts to secure our computer networks and information systems, security could be compromised or confidential information could be misappropriated, resulting in a loss of customers' or employees' personal information, negative publicity or harm to our business and reputation that could cause us to incur costs to reimburse third parties for damages or to pay governmental fines, or cause a decrease in guest traffic.

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Any disruption of our commodity distribution system could adversely affect our business and our consolidated financial results.
We use a network of 15 distribution centers operated by a single company to distribute most of the food products and supplies used in our domestic Chuck E. Cheese branded venues, five distribution centers for our Canadian Chuck E. Cheese’s branded venues and four distribution centers for our Peter Piper Pizza branded venues. Any failure by these distributors to adequately distribute products or supplies to our venues could increase our costs and have an adverse effect on our business and our consolidated financial results. Although we believe that alternative third-party distributors are available for our products and supplies, we may incur additional costs if we are required to replace our distributors or obtain the necessary products and supplies from other suppliers, and there can be no assurance that our business would not be disrupted.
Our procurement of games, rides, entertainment-related equipment, redemption prizes, and merchandise is dependent upon a few global providers, the loss of any of which could adversely affect our business and our consolidated financial results.
Our ability to continue to procure new games, rides, entertainment-related equipment, redemption prizes and merchandise is important to our business strategy. The number of suppliers from which we can purchase these items is limited due to industry consolidation over the past several years. To the extent that the number of suppliers continues to decline, we could be subject to risks of distribution delays, pricing pressure and lack of innovation, among other things. Furthermore, some of our suppliers are located in China, and continued trade negotiations between the United States and Chinese governments could also result in interruptions in our ability to procure these products, which could adversely affect our business and our consolidated financial results.
We face risks with respect to product liability claims and product recalls, which could adversely affect our reputation, business and consolidated financial results.
We purchase merchandise from third parties and offer this merchandise to customers in exchange for prize tickets or for sale. This merchandise could be subject to recalls and other actions by regulatory authorities. Changes in laws and regulations could also impact the type of merchandise we offer to our customers. We have experienced, and may in the future experience, issues that result in recalls of merchandise. In addition, individuals may in the future assert claims or file lawsuits alleging that they have sustained injuries from third-party merchandise offered by us. There is a risk that these claims or liabilities may exceed, or fall outside of the scope of, our insurance coverage. Any of the issues mentioned above could result in damage to our reputation, diversion of development and management resources, or reduced sales and increased costs, any of which could adversely affect our business and our consolidated financial results.
We are subject to various government regulations, which could adversely affect our business and our consolidated financial results.
The development and operation of our venues are subject to various federal, state, and local laws and regulations in many areas of our business, including but not limited to those that impose restrictions, levy a fee or tax, or require a permit, license or other regulatory approval, and those that relate to the operation of redemption, video, and arcade games and rides, the preparation of food and beverages, the sale and service of alcoholic beverages, and building and zoning requirements. Difficulties or failure in obtaining required permits, licenses, or other regulatory approvals could delay or prevent the opening of a new venue, remodel or expansion, and the suspension of, or inability to renew, a license or permit could interrupt operations at an existing venue.
We are also subject to laws and regulations governing our relationship with our employees, including those related to minimum wage requirements, exempt status, overtime, health insurance mandates, working and safety conditions, immigration status requirements, child labor, non- discrimination, and scheduling practices. Additionally, changes in federal labor laws, including card verification regulations, could result in portions of our workforce being subjected to greater organized labor influence, which could result in an increase to our labor costs. A significant portion of our venue personnel are paid at minimum wage rates established by federal, state and municipal law. Increases in the minimum wage result in higher labor costs, which may be only partially offset by price increases and operational efficiencies. We are also subject to certain laws and regulations that govern our handling of customers' personal information. A failure to protect the integrity and security of our customers' personal information could expose us to litigation and regulatory enforcement action, as well as materially damage our reputation.
We are also subject to the rules and regulations of the Federal Trade Commission and various state laws regulating the offer and sale of franchises. The Federal Trade Commission and various state laws require that we furnish a franchise disclosure document containing certain information to prospective franchisees, and a number of states require registration of the franchise disclosure document with state authorities. State laws that regulate the franchisor-franchisee relationship presently exist in a substantial number of states, and bills have been introduced in Congress from time to time that would provide for federal regulation of the franchisor-franchisee relationship. The state laws often limit, among other things, the

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duration and scope of non-competition provisions, the ability of a franchisor to terminate or refuse to renew a franchise and the ability of a franchisor to designate sources of supply. We believe that our franchise disclosure document, together with any applicable state versions or supplements, and franchising procedures, comply in all material respects with both the Federal Trade Commission guidelines and all applicable state laws regulating franchising in those states in which we have offered franchises.
While we endeavor to comply with all applicable laws and regulations, governmental and regulatory bodies may change such laws and regulations in the future, which may require us to incur substantial cost increases. If we fail to comply with applicable laws and regulations, we may be subject to various sanctions, penalties, fines and/or lawsuits, or may be required to cease operations until we achieve compliance, which could have an adverse effect on our business and our consolidated financial results.
We may face litigation risks from customers, employees, franchisees and other third parties in the ordinary course of business, which could adversely affect our business and our consolidated financial results.
Our business is subject to the risk of litigation by customers, current and former employees, franchisees, suppliers, governmental entities, stockholders, or others, through private actions, class actions, administrative proceedings, regulatory actions, or other litigation. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend future litigation may be significant. There may also be adverse publicity associated with litigation that could decrease customer acceptance of our food or entertainment offerings, regardless of whether the allegations are valid or whether we are ultimately found liable. From time to time, we are also involved in lawsuits with respect to alleged infringement of third party intellectual property rights, as well as challenges to our intellectual property.
We are also subject to risks from litigation and regulatory action regarding advertising to our market of children between the ages of two and 12 years old. In addition, since certain of our venues serve alcoholic beverages, we are subject to “dram shop” statutes. These statutes generally allow a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Although we believe we are adequately protected against such losses by insurance, a judgment against us under a “dram shop” statute in excess of the liability covered by insurance could have an adverse effect on our business and our consolidated financial results.
We face potential liability with our gift cards and Play Pass cards under the property laws of some states.
Our gift cards are used in our venues to purchase food, beverages, merchandise, game credits and time blocks, and our Play Pass cards are loaded with game credits purchased by our guests. These cards may be considered stored value cards by certain states in accordance with their abandoned and unclaimed property laws. These laws may require us to remit cash amounts equal to all or a designated portion of the unredeemed balance of stored value cards based on certain criteria and the length of time that the cards are inactive or dormant. Our gift cards and Play Pass cards do not expire and do not incur service fees.
The analysis of the potential application of the abandoned and unclaimed property laws to our gift cards and Play Pass cards is complex and involves an analysis of constitutional issues, statutory provisions, case law and factual matters. In the event that one or more states change their existing abandoned and unclaimed property laws or successfully challenges our position on the application of its abandoned and unclaimed property laws or if the estimates that we use in projecting the likelihood of the cards being redeemed prove to be inaccurate, our liabilities for deferred revenue and revenue recognition with respect to unredeemed gift cards and Play Pass cards may materially differ from the amounts reported in our financial statements and our net income could be materially and adversely affected.
Our business may be adversely affected by local conditions, natural disasters, terrorist attacks and other events.
Certain regions in which our facilities (including our support center, venues, and warehouses) are located may be subject to adverse local conditions, natural disasters, terrorist attacks and other events. Severe weather, such as heavy snowfall, ice, or extreme temperatures, may discourage or restrict customers in affected regions from traveling to our venues or prevent employees from performing their work in our facilities, which could adversely affect our sales. If severe weather conditions occur during the first quarter of the year, the adverse impact to our sales and profitability could be even greater than at other times during the year because we typically generate our highest sales and profits during the first quarter. Natural disasters including tornadoes, hurricanes, floods and earthquakes may damage our facilities, which may adversely affect our business and our consolidated financial results.
Our business is seasonal, and quarterly results may fluctuate significantly as a result of this seasonality.
We have experienced, and in the future could experience, quarterly variations in our consolidated revenues and

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profitability as a result of a variety of factors, many of which are outside our control, including the timing of school vacations, holidays, and changing weather conditions. We typically generate our highest sales volumes and earnings in the first quarter of each fiscal year. If there is a material decrease in the customer traffic in our venues during the first quarter of the year due to unusually cold or inclement weather or other circumstances outside of our control, our operating results could be materially, adversely affected for that quarter and further, may have an adverse effect on our consolidated financial results for the fiscal year.
Public health issues could adversely affect our consolidated financial results.
Our business may be impacted by certain public health issues including epidemics, pandemics and the rapid spread of certain illnesses and contagious diseases. Such public health issues, including those outside of the U.S., may (i) make travel to particular regions more difficult, impacting our ability to pursue opportunities in those areas; (ii) impact our supply chain; and (iii) limit our access to labor in areas impacted by the health issues. Also, to the extent that our customers feel uncomfortable visiting public locations, particularly locations with a large number of children, due to a perceived risk of exposure to a public health issue, we could experience a reduction in customer traffic. Government agencies may also issue guidance or warnings that could discourage guests or cast members from traveling to our venues. Any of these factors may adversely affect our consolidated financial results.
Our current insurance policies may not provide adequate levels of coverage against all claims, and we could incur losses that are not covered by our insurance, which could adversely affect our business and our consolidated financial results.
We have procured and maintain insurance coverage at levels that we believe are typical for a business of our type and size. However, we could experience a loss that either cannot be insured against or is not commercially reasonable to insure. For example, insurance covering liability for violations of wage and hour laws is generally not available. Under certain circumstances, plaintiffs may file certain types of claims that may not be covered by insurance, or by sufficient insurance to cover the entire amount of a judgment. In some cases, plaintiffs may seek punitive damages, which may also not be covered by insurance. Losses such as these, if they occur, could adversely affect our business and our consolidated financial results.
We may face labor shortages that could slow our growth and adversely impact our ability to operate our venues.
The successful operation of our business depends upon our ability to attract, motivate and retain a sufficient number of qualified executives, managers and skilled employees. From time-to-time, there may be a shortage of skilled labor in certain of the communities in which our venues are located. Shortages of skilled labor may make it increasingly difficult and expensive to attract, train and retain the services of a satisfactory number of qualified employees and could delay the planned openings of new venues or adversely impact our existing venues. Any such delays, material increases in employee turnover rates in existing venues or widespread employee dissatisfaction could have a material adverse effect on our business and results of operations. Competition for qualified employees could require us to pay higher wages, which could result in higher labor costs and could have a material adverse effect on our results of operations.
Immigration reform continues to attract significant attention in the public arena and the United States Congress. If new immigration legislation is enacted, such laws may contain provisions that could increase our costs in recruiting, training and retaining employees. Also, although our hiring practices comply with the requirements of federal law in reviewing employees' citizenship or authority to work in the United States, increased enforcement efforts with respect to existing immigration laws by governmental authorities may disrupt a portion of our workforce or our operations at one or more of our venues, thereby negatively impacting our business.
We are dependent on the service of certain key executives, and the loss of any of these personnel could harm our business.
Our success significantly depends on the continued employment and performance of our key executives. We have employment agreements with certain of our key executives. However, we cannot prevent our key executives from terminating their employment with us. Losing the services of any of our key executives could harm our business until a suitable replacement is hired, and such replacement may not have equal experience or capabilities. Additionally, economic conditions or concerted overtures by competitors may lead to resignations of significant numbers of members of our operations management team, which may also negatively impact our consolidated financial results in the short term.
Failure to establish and maintain effective internal control over financial reporting could have a material adverse effect on our business and operating results.
Maintaining effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in helping to prevent mistakes in our financial statements and financial fraud. If we are unable to maintain adequate internal controls, our business and operating results could be harmed. Any failure to remediate deficiencies noted by our management or our independent registered public accounting firm or to implement required new or improved controls or

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difficulties encountered in their implementation could cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could result in a loss of investor confidence in the reliability of our financial statements, have a material adverse effect on our business, financial condition and results of operations and the fair value of our common stock.
We may not be able to adequately protect our trademarks or other proprietary rights, which could have an adverse effect on our business and our consolidated financial results.
We own certain common law trademark rights and a number of federal and international trademark and service mark registrations, internet domain name registrations and other proprietary rights relating to our operations. We believe that our trademarks and other proprietary rights are important to our success and our competitive position. We therefore devote appropriate resources to the protection of our trademarks and proprietary rights. However, the protective actions that we take may not be enough to prevent unauthorized usage or imitation by others, which could harm our image, brand, or competitive position, and if we commence litigation to enforce our rights, we may incur significant legal fees.
There can be no assurance that third parties will not claim that our trademarks, menu offerings, or advertising claims infringe upon their proprietary rights or constitute unfair competition. Any such claim, whether or not it has merit, may result in costly litigation, cause delays in introducing new menu items in the future, interfere with our international development agreements, lead to delays or cancellation of pre-paid marketing campaigns, or require us to enter into royalty or licensing agreements. Additionally, we may be subject to infringement claims by purported patent holders that relate to software or systems that are critical to our operations. As a result, any such claim could have an adverse effect on our business and our consolidated financial results.
We are subject to risks in connection with owning and leasing real estate, which could adversely affect our consolidated financial results.
As an owner or lessee of the land and/or buildings for our Company-operated venues, we are subject to all of the risks generally associated with owning and leasing real estate, including changes in the supply and demand for real estate in general and the supply and demand for the use of the venues. We may be compelled to continue to operate a non-profitable venue due to our obligations under lease agreements, or we may close a non-profitable venue and continue making rental payments with respect to the lease, which could adversely affect our consolidated financial results. Furthermore, economic instability may inhibit our landlords from securing financing and maintaining good standing in their existing financing arrangements, which could result in their inability to keep existing tenants or attract new tenants, thereby reducing customer traffic to our venues. The lease terms for our leased facilities vary, and some have only a short term remaining. Most - but not all - of our leased facilities have renewal terms. When a lease term expires, the Company may not be able to renew such lease on reasonable economic and commercial terms, or at all. Such failure to renew leases on reasonable economic and commercial terms could adversely affect our business and consolidated financial results.
We also may not be able to renew real property leases on favorable terms, or at all, which may require us to close a venue or relocate, either of which could have a material adverse effect on our business, results of operations or financial condition. Of the 515 Company-operated Chuck E. Cheese venues as of December 29, 2019, 506 are leased. All of the 40 Company-operated Peter Piper Pizza venues as of December 29, 2019 are leased premises. The leases typically provide for a base rent and, in some instances additional rent based on a percentage of the revenue generated by the venues on the leased premises once certain thresholds are met. A decision not to renew a lease for a venue could be based on a number of factors, including an assessment of the area in which the venue is located. We may choose not to renew, or may not be able to renew, certain of such existing leases if the capital investment then required to maintain the venues at the leased locations is not justified by the return on the required investment. If we are not able to renew the leases at rents that allow such venues to remain profitable as their terms expire, the number of such venues may decrease, resulting in lower revenue from operations, or we may relocate a venue, which could subject us to construction and other costs and risks, and, in either case, could have a material adverse effect on our business, results of operations or financial condition.
Fixed rental payments account for a significant portion of our cash operating expenses, which increases our vulnerability to general adverse economic and industry conditions and could limit our operating and financial flexibility.
Payments under our operating leases (excluding rental payments on our sale leaseback properties) account for a significant portion of our operating expenses. For example, total rental payments, including additional rental payments based on sales at some of our venues, under operating leases were approximately $93.6 million, or 10.2% of our Total revenues, in Fiscal 2019. In addition, as of December 29, 2019, we were a party to operating leases requiring future minimum lease payments aggregating approximately $185.4 million through the next two years and approximately $664.2 million thereafter. We expect that we will lease any new venues we open under operating leases. Our substantial operating lease obligations could have significant negative consequences, including:
    increasing our vulnerability to general adverse economic and industry conditions;

18


    limiting our ability to obtain additional financing;
requiring a substantial portion of our available cash to be applied to pay our rental obligations, thus reducing cash available for other purposes;
limiting our flexibility in planning for or reacting to changes in our business or the industry in which we compete; and
    placing us at a disadvantage with respect to our competitors.
We depend on cash flow from operations to pay our lease obligations and to fulfill our other cash needs. If our business does not generate sufficient cash flow from operating activities and sufficient funds are not otherwise available to us from borrowings under the CEC revolving credit facility or from other sources, we may not be able to service our operating lease obligations, grow our business, respond to competitive challenges or fund our other liquidity and capital needs, which would have a material adverse effect on us.
We may not be successful in integrating the operations of companies we acquire, which could have an adverse effect on our business and results of operations.
We have engaged in acquisition activity in the past and in the future we may engage in acquisitions or other strategic transactions, such as investments in other entities. Strategic transactions, such as the Peter Piper Pizza acquisition completed in October 2014, involve risks, including those associated with integrating operations or maintaining operations as separate (as applicable); financial reporting; disparate technologies and personnel of acquired companies; the diversion of management's attention from other business concerns; unknown risks; and the potential loss of key employees, customers, and strategic partners of acquired companies or companies in which we may make strategic investments. We may not successfully integrate any businesses or technologies we may acquire or strategically develop in the future and may not achieve anticipated revenue and cost benefits relating to any such strategic transactions. Strategic transactions may be expensive and time consuming, and may strain our resources. Strategic transactions may not be accretive and may negatively impact our results of operations as a result of, among other things, the incurrence of debt, write-offs of goodwill and amortization expenses of other intangible assets.
Risks Related to Our Capital Structure
Our substantial indebtedness could adversely affect our ability to raise additional capital or to fund our operations, expose us to interest rate risk to the extent of our variable rate debt, limit our ability to react to changes in the economy, and prevent us from making debt service payments.
We are a highly leveraged company. As of December 29, 2019, we had $975.7 million face value of outstanding indebtedness (excluding lease obligations), in addition to $105.5 million ($114.0 million secured revolving credit facility less $8.5 million letter of credit) available for borrowing under the revolving credit facility at that date. For the fiscal year ended December 29, 2019, we made total debt service payments of $109.1 million (excluding finance leases, sale leaseback, and debt issuance costs related to our 2019 Secured Credit Facilities).

Our substantial indebtedness could have important consequences for us, including, but not limited to, the following:
limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds or dispose of assets;
limit our ability to repurchase shares and pay cash dividends;
limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes;
make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the indenture and the agreements governing other indebtedness;
require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing funds available to us for other purposes;
limit our flexibility in planning for, or reacting to, changes in our operations or business;
make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;
impact our rent expense on leased space, which could be significant;

19


make us more vulnerable to downturns in our business or the economy;
restrict us from making strategic acquisitions, engaging in development activities, introducing new technologies, or exploiting business opportunities;
cause us to make non-strategic divestitures; and
expose us to the risk of increased interest rates, as certain of our borrowings are at variable rates of interest.
In addition, our credit agreement contains restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our indebtedness.
We may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in our credit agreement. If new indebtedness is added to our current debt levels, the related risks described above could intensify.
We may not be able to generate sufficient cash to service all of our indebtedness, and we may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.
Our ability to pay principal and interest on our debt obligations will depend upon, among other things, (a) our future financial and operating performance (including the realization of any cost savings described herein), which will be affected by prevailing economic, industry and competitive conditions and financial, business, legislative, regulatory and other factors, many of which are beyond our control; and (b) our future ability to borrow under our revolving credit facility, the availability of which depends on, among other things, our complying with the covenants in the credit agreement governing such facility.
We cannot assure you that our business will generate cash flow from operations, or that we will be able to draw under our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on our debt. If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness, including the Senior Notes (as defined in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Debt Financing”). These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. Apollo and its affiliates have no future obligation to provide us with debt or equity financing. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could have a material adverse effect on our business, results of operations, and financial condition, and could negatively impact our ability to satisfy our debt obligations.
If we cannot make scheduled payments on our indebtedness, we will be in default, and holders of our Senior Notes could declare all outstanding principal and interest to be due and payable, the lenders under the secured credit facilities could terminate their commitments to loan money, our secured lenders could foreclose against the assets securing their loans, and we could be forced into bankruptcy or liquidation.


20


ITEM 1B. Unresolved Staff Comments.
None.

ITEM 2. Properties.
Chuck E. Cheese and Peter Piper Pizza venues are typically located in densely populated locations and are predominantly situated in shopping centers or in free-standing buildings near shopping centers. On average, Chuck E. Cheese existing venues are approximately 12,700 square feet, with table and chair seating generally averaging between 400 to 450 guests per venue, and include approximately 75 games, rides and attractions. On average, Peter Piper Pizza existing venues are approximately 10,100 square feet, with table and chair seating generally averaging between 350 to 400 guests per venue, and include approximately 40 games, rides and attractions.
The following tables summarize information regarding the number and location of system-wide venues we and our franchisees operated as of December 29, 2019:
Domestic
Company-operated venues
 
Franchised venues
 
Total
Chuck E. Cheese
505

 
22

 
527

Peter Piper Pizza
40

 
61

 
101

       Total domestic
545

 
83

 
628

International
 
 
 
 
 
Chuck E. Cheese
10

 
75

 
85

Peter Piper Pizza

 
28

 
28

       Total international
10

 
103

 
113

       Total system-wide venues in operation
555

 
186

 
741



21


Domestic
Company-
operated venues
 
Franchised
venues
 
Total
Alabama
8

 
1

 
9

Alaska
1

 

 
1

Arizona
32

 
15

 
47

Arkansas
6

 

 
6

California
81

 
4

 
85

Colorado
9

 

 
9

Connecticut
4

 

 
4

Delaware
2

 

 
2

Florida
35

 

 
35

Georgia
15

 

 
15

Hawaii

 
3

 
3

Idaho
1

 

 
1

Illinois
21

 

 
21

Indiana
13

 

 
13

Iowa
4

 

 
4

Kansas
4

 

 
4

Kentucky
5

 

 
5

Louisiana
10

 
2

 
12

Maryland
14

 

 
14

Massachusetts
10

 

 
10

Michigan
16

 

 
16

Minnesota
7

 

 
7

Mississippi
3

 
2

 
5

Missouri
8

 

 
8

Montana

 
1

 
1

Nebraska
2

 

 
2

Nevada
8

 

 
8

New Hampshire
1

 

 
1

New Jersey
13

 

 
13

New Mexico
7

 
3

 
10

New York
21

 

 
21

North Carolina
13

 
2

 
15

North Dakota

 
1

 
1

Ohio
19

 

 
19

Oklahoma
6

 

 
6

Oregon
1

 
2

 
3

Pennsylvania
20

 

 
20

Rhode Island
1

 

 
1

South Carolina
7

 

 
7

South Dakota
2

 

 
2

Tennessee
12

 

 
12

Texas
66

 
46

 
112

Utah
2

 

 
2

Virginia
15

 

 
15

Washington
10

 
1

 
11

West Virginia
1

 

 
1

Wisconsin
9

 

 
9

Total domestic
545

 
83

 
628


22


    
International
 
Company-
operated venues
 
Franchised
venues
 
Total
Canada
  
10

 
 —  

 
10

Chile
  

 
8

 
8

Colombia
  

 
2

 
2

Costa Rica
  

 
1

 
1

Guam
  

 
1

 
1

Guatemala
  

 
2

 
2

Honduras
  

 
3

 
3

India
 

 
1

 
1

Jordan
 

 
1

 
1

Mexico
  

 
48

 
48

Panama
  

 
2

 
2

Peru
  

 
6

 
6

Puerto Rico
  

 
3

 
3

Saudi Arabia
  

 
20

 
20

Trinidad and Tobago
  

 
2

 
2

United Arab Emirates
  

 
3

 
3

Total international
 
10

 
103

 
113

Total venues in operation
 
555

 
186

 
741


Company-operated Venue Leases
Of the 515 Company-operated Chuck E. Cheese’s venues as of December 29, 2019, nine are owned premises and 506 are leased. All of the 40 Company-operated Peter Piper Pizza venues as of December 29, 2019 are leased premises.
The terms of our venue leases vary in length from lease to lease, although generally a lease provides for an initial primary term of 10 years, with two additional five-year options to renew. As of December 29, 2019, three of our leases were month-to-month and 46 of our leases were set to expire in 2020. Of those set to expire in 2020, 12 have no available renewal options and the remainder have available renewal options expiring between 2023 and 2040. Our remaining leases are set to expire at various dates through 2037, with available renewal options that expire at various dates through 2057.
These leases generally require us to pay the cost of repairs, other maintenance costs, insurance and real estate taxes and, in some instances, may provide for additional rent equal to the amount by which a percentage of revenues exceed the minimum rent. It is common for us to take possession of leased premises prior to the commencement of rent payments for the purpose of constructing leasehold improvements.
Corporate Offices and Warehouse Facilities
We lease 55,257 square feet of space in an office building in Irving, Texas, which serves as our corporate office and support services center. This lease expires in July 2026 with options to renew through July 2036. Peter Piper Pizza’s corporate office is located in office space adjoining a Peter Piper Pizza venue in Phoenix, Arizona. We also lease a 166,432 square foot warehouse building in Topeka, Kansas, which primarily serves as a storage, distribution and refurbishing facility for our venue fixtures and game equipment. The lease expires in August 2024 with options to renew through August 2034.
ITEM 3. 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.

23



ITEM 4. Mine Safety Disclosures.
None.


24


PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information and Dividends
As of December 29, 2019, all of our outstanding common stock was privately held and there was no established public trading market for our common stock.
We did not declare any dividends in 2017, 2018, and 2019.
Our ability to pay and declare dividends is restricted by our secured credit facilities and Senior Notes. See further discussion of the secured credit facilities and Senior Notes in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Debt Financing” and Part II, Item 8. “Financial Statements and Supplementary Data - Note 11. Indebtedness and Interest Expense” of this Annual Report on Form 10-K. See Part I, Item 1A. “Risk Factors” for a discussion of factors that might affect our financial performance and compliance with debt covenants, including covenants that affect our ability to pay dividends.
Issuer Purchases of Equity Securities
There were no repurchases of our common stock during Fiscal 2019.


25


ITEM 6. Selected Financial Data.
The following selected financial data presented below should be read in conjunction with Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements included in Part II, Item 8. “Financial Statements and Supplementary Data” (in thousands, except percentages and venue number amounts):
 
Fiscal Year 2019
 
Fiscal Year 2018
 
Fiscal Year 2017
 
Fiscal Year 2016
 
Fiscal Year 2015 (1)
 
 
 
 
 
 
 
 
 
 
 
(in thousands, except percentages and venue number amounts)
Statements of Earnings Data:
 
 
 
 
 
 
 
 
 
Company venue sales
$
890,095

 
$
875,334

 
$
868,888

 
$
905,314

 
$
905,110

Total revenues
$
912,865

 
$
896,066

 
$
886,771

 
$
923,653

 
$
922,589

Operating income
$
50,198

 
$
50,801

 
$
47,890

 
$
61,452

 
$
55,131

Interest expense
$
87,243

 
$
76,283

 
$
69,115

 
$
67,745

 
$
70,582

Income taxes
$
(10,364
)
 
$
(5,021
)
 
$
(74,291
)
 
$
(2,626
)
 
$
(2,941
)
Net income (loss)
$
(28,923
)
 
$
(20,461
)
 
$
53,066

 
$
(3,667
)
 
$
(12,510
)
 
 
 
 
 
 
 
 
 
 
Statement of Cash Flow Data:
 
 
 
 
 
 
 
 
 
Operating activities
$
111,142

 
$
86,790

 
$
104,297

 
$
118,955

 
$
100,613

Investing activities
$
(87,584
)
 
$
(79,284
)
 
$
(93,712
)
 
$
(98,439
)
 
$
(78,191
)
Financing activities
$
(52,088
)
 
$
(11,547
)
 
$
(5,030
)
 
$
(10,095
)
 
$
(81,599
)
Non-GAAP Financial Measures:
 
 
 
 
 
 
 
 
 
Adjusted EBITDA (3)
$
184,077

 
$
175,166

 
$
180,800

 
$
207,924

 
$
220,936

Adjusted EBITDA Margin (4)
20.2
%
 
19.5
 %
 
20.4
 %
 
22.5
%
 
23.9
%
Venue-level Data:
 
 
 
 
 
 
 
 
 
Number of venues (end of period):

 
 
 
 
 
 
 
 
Company-operated
555

 
554

 
562

 
559

 
556
Franchised
186

 
196

 
192

 
188

 
176
 
741

 
750

 
754

 
747

 
732
Comparable venues (end of period) (2)
529

 
526

 
531

 
529

 
489
Comparable venue sales change (2)
2.7
%
 
 %
 
(4.8
)%
 
2.8
%
 
(0.4)%
 
 
 
 
 
 
 
 
 
 
 
As of
 
As of
 
As of
 
As of
 
As of
 
December 29,
2019
 
December 30,
2018
 
December 31,
2017
 
January 1,
2017
 
January 3,
2016
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Total assets
$
2,119,549

 
$1,666,165
 
$1,695,044
 
$1,710,112
 
$1,733,035
Total debt (5)
941,880

 
982,121

 
984,419

 
989,948

 
994,448

Stockholders’ equity
213,786

 
242,571

 
262,148

 
206,005

 
208,546

Dividends declared

 

 

 

 
70,000

_______________________
(1)
We operate on a 52 or 53 week fiscal year ending on the Sunday nearest December 31. Fiscal year 2015 was 53 weeks in length, which resulted in our fourth quarter consisting of 14 weeks. All other fiscal years presented were 52 weeks.
(2)
We define “comparable venue sales” as the sales for our domestic Company-operated venues that have been open for more than 18 months as of the beginning of each respective fiscal year or for acquired venues we have operated for at least 12 months as of the beginning of each respective fiscal

26


year. Comparable venue sales excludes sales for our domestic Company-operated venues that are expected to be temporarily closed for more than three months primarily as a result of natural disasters, fires, floods and property damage. Company-operated venues that were temporarily closed for more than three months are included in comparable venue sales once they have been reopened for at least 12 months as of the beginning of each respective fiscal year. We define “comparable venue sales change” as the percentage change in comparable venue sales for each respective fiscal period. We believe comparable venue sales change to be a key performance indicator within our industry; it is a critical factor in evaluating our performance, as it is indicative of acceptance of our strategic initiatives and local economic and consumer trends. Our comparable venue sales for Fiscal 2015 exclude the Peter Piper Pizza venues that were acquired in October 2014 as we had operated them for less than 12 months at the beginning of the 2015 fiscal year. As a result of the 53 week fiscal year in 2015, our 2016 fiscal year began one calendar week later than our 2015 fiscal year. . The comparable venue sales change in the table above is presented on a calendar week basis, excluding the additional week of operations in 2015. On a fiscal basis, excluding the additional week of operations in 2015, comparable venue sales change would have been 3.0% in 2016.
(3)
For our definition of Adjusted EBITDA, see the “Non-GAAP Financial Measures” section below.
(4)
Adjusted EBITDA Margin is defined by us as Adjusted EBITDA as a percentage of Total revenues.
(5)
Total debt includes our Senior Notes, our outstanding borrowings under the term loan facility and the revolving credit facility, net of deferred financing costs, and finance leases.

Non-GAAP Financial Measures
Adjusted EBITDA, a measure used by management to assess operating performance, is defined as Net income (loss) plus interest expense, income tax expense (benefit), depreciation and amortization expense, impairments, gains and losses on asset disposals, unrealized gains and losses on foreign exchange, and stock based compensation. In addition, Adjusted EBITDA excludes other items we consider unusual or non-recurring and other adjustments required or permitted in calculating covenant compliance under our secured credit facilities and the indenture governing our Senior Notes (see discussion of our Senior Notes in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Debt Financing”).
Adjusted EBITDA is presented because we believe that it provides useful information to investors regarding our operating performance and our capacity to incur and service debt and fund capital expenditures. We believe that Adjusted EBITDA is used by many investors, analysts and rating agencies as a measure of performance. We also present Adjusted EBITDA because it is substantially similar to Credit Agreement EBITDA, a measure used in calculating financial ratios and other calculations under our debt agreements, except for excluding the annualized full year effect of Company-operated and franchised venues that were opened and closed during the year. By reporting Adjusted EBITDA, we provide a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.
Our definition of Adjusted EBITDA allows for the exclusion of certain non-cash and other income and expense items that are used in calculating net income from continuing operations. However, these are items that may recur, vary greatly and can be difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these items can represent the reduction of cash that could be used for other corporate purposes. These measures should not be considered as alternatives to operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance, or cash flows as measures of liquidity. These measures have important limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, we rely primarily on our U.S. GAAP results and use Adjusted EBITDA and Adjusted EBITDA Margin, only supplementally.

27




The following table sets forth a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDA Margin for the periods presented:
 
Fiscal 2019
 
Fiscal 2018
 
Fiscal 2017
 
Fiscal 2016
 
Fiscal 2015 (1)
 
(in thousands, except percentages)
Total revenues
$
912,865

 
$
896,066

 
$
886,771

 
$
923,653

 
$
922,589

 
 
 
 
 
 
 
 
 
 
Net income (loss) as reported
$
(28,923
)
 
$
(20,461
)
 
$
53,066

 
$
(3,667
)
 
$
(12,510
)
Interest expense
87,243

 
76,283

 
69,115

 
67,745

 
70,582

Income tax benefit
(10,364
)
 
(5,021
)
 
(74,291
)
 
(2,626
)
 
(2,941
)
   Depreciation and amortization
97,629

 
100,720

 
109,771

 
119,569

 
119,294

EBITDA
$
145,585

 
$
151,521

 
$
157,661

 
181,021

 
$
174,425

    Asset impairments
23,333

 
6,935

 
1,843

 
1,550

 
875

   Loss on asset disposals, net (2)
3,610

 
3,436

 
7,398

 
8,520

 
8,059

   Unrealized gain on foreign exchange (3)
(668
)
 
1,255

 

 

 

   Non-cash stock-based compensation (4)
2,450

 
324

 
606

 
689

 
838

   Lease cost book to cash (5)
3,236

 
6,982

 
5,655

 
7,852

 
9,100

   Franchise revenue, net cash received (6)
1,988

 
1,632

 

 
113

 
1,217

   Impact of purchase accounting (7)
31

 

 
817

 
1,380

 
995

   Venue pre-opening costs (8)
583

 
183

 
904

 
1,591

 
792

   One-time and unusual items (9)
3,929

 
2,898

 
5,916

 
5,146

 
22,448

   Cost savings initiatives (10)

 

 

 
62

 
2,187

   Adjusted EBITDA
$
184,077

 
$
175,166

 
$
180,800

 
$
207,924

 
$
220,936

Adjusted EBITDA Margin
20.2
%
 
19.5
%
 
20.4
%
 
22.5
%
 
23.9
%
__________________
(1)
We operate on a 52 or 53 week fiscal year ending on the Sunday nearest December 31. Fiscal year 2015 was 53 weeks in length, which resulted in our fourth quarter consisting of 14 weeks. All other fiscal years presented were 52 weeks.
(2)
Relates primarily to (i) gains or losses upon disposal of property or equipment; and (ii) inventory obsolescence charges in 2015 outside of the ordinary course of business.
(3)
Relates to unrealized gains on the revaluation of our indebtedness with our Canadian subsidiary. Effective January 1, 2018, we no longer consider undistributed income from our Canadian subsidiary to be permanently invested.
(4)
Represents non-cash equity-based compensation expense.
(5)
Represents (i) the removal of the non-cash portion of lease costs relating to the impact of straight-lining lease costs and, prior to the adoption of a new lease accounting standard on the first day of Fiscal 2019, the amortization of cash incentives and allowances received from landlords, plus (ii) the actual cash received from landlords incentives and allowances in the period in which it was received.
(6)
Represents the actual cash received for franchise fees received in the period for post-acquisition franchise development agreements, which we do not start recognizing into revenue until the franchise venue is opened.
(7)
Represents revenue related to unearned gift cards and unearned franchise fees that were removed in purchase accounting, and therefore were not recorded as revenue.
(8)
Relates to start-up and marketing costs incurred prior to the opening of new Company-operated venues and generally consists of payroll, recruiting, training, supplies and rent incurred prior to venue opening.
(9)
Represents non-recurring income and expenses primarily related to (i) professional fees incurred in connection with the Merger, the sale leaseback transaction we completed on August 25, 2014 and the acquisition of Peter Piper Pizza (“PPP Acquisition”); (ii) severance expense, executive termination benefits and executive search fees; (iii) one-time integration costs, including consulting fees, accounting service fees, IT system integration costs and travel expenses incurred in connection with the integration of Peter Piper Pizza; (iv) legal fees, claims and settlements related to litigation in respect of the Merger; (v) legal claims and settlements related to employee class action lawsuits and settlements; (vi) one-time loss on extinguishment of debt related to the refinancing of our 2014 Secured Credit Facilities; (vii) non-recurring gain on the repurchase of Senior Notes on the open market; (viii) professional and legal fees incurred in connection with our 2019 Secured Credit Facilities; (ix) legal fees incurred in connection with certain potential transactions the Company did not pursue; (x) one-time costs incurred in connection with the 2015 relocation of our corporate offices; (xi) cash landlord incentives received in 2015 on our new corporate offices; (xii) sales and use tax refunds that relate to prior periods; (xiii) professional fees incurred in connection with one-time strategic corporate and tax initiatives, such as accounting and consulting service fees incurred in connection with matters relating to the acquisition of Peter Piper Pizza (such as transfer pricing and cost segregation), the implementation of Play Pass and the implementation of a new payment processing solution, initial fees incurred in connection with the overseas outsourcing of our accounts payable and payroll functions, and costs related to the transition in 2015 to new advertising agencies whereby we were

28




under contract for duplicate advertising costs for a period of time; (xiv) removing the initial recognition of gift card breakage revenue related to prior years on unredeemed Chuck E. Cheese gift card balances sold by third parties; (xv) removing business interruption and casualty losses at certain venues, primarily related to natural disasters, fires and floods, net of insurance proceeds received; (xvi) removing proceeds received related to the early termination of a venue lease by the property landlord pursuant to a decision by the landlord to demolish the shopping mall where the venue was located; (xvii) one-time costs related to the early termination of supplier contracts in connection with the transition to new suppliers; (xviii) one-time training and travel-related costs incurred in connection with training venue employees in connection with the implementation of our Play Pass initiative and the re-imaging effort of the venues in our Chuck E. Cheese portfolio; (xix) one-time marketing expenses related to the grand openings of our re-imaged Chuck E. Cheese venues; (xx) future lease obligations related to closed locations for which we are still obligated to make rental payments; and (xxi) non-recoverable account balances written off outside of the ordinary course of business.
(10)
Relates to estimated net cost savings primarily from (i) the full period impact of reduced occupancy costs associated with the relocation of our corporate offices in 2015; (ii) estimated cost savings associated with the integration of Peter Piper Pizza following its acquisition in October 2014, including labor cost savings associated with headcount reductions implemented in 2015; (vii) the full year effect of cost savings associated with upgrades to our telephone communication systems in 2015; and (viii) the estimated incremental costs associated with the new ERP system we implemented at the beginning of Fiscal 2015, net of system optimization costs.



29




ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As used in this report, the terms “CEC Entertainment,” “CEC”, the “Company,” “we,” “us” and “our” refer to CEC Entertainment, Inc. and its subsidiaries.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide the readers of our Consolidated Financial Statements with a narrative from the perspective of our management on our consolidated financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A should be read in conjunction with our Consolidated Financial Statements and related notes included in Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Our MD&A includes the following sub-sections:
Presentation of Operating Results;
Executive Summary;
Key Measures of Our Financial Performance and Key Non-GAAP Measures;
Key Income Statement Line Item Descriptions;
Results of Operations;
Financial Condition, Liquidity and Capital Resources;
Off-Balance Sheet Arrangements and Contractual Obligations;
Inflation;
Critical Accounting Policies and Estimates; and
Recently Issued Accounting Guidance.
Presentation of Operating Results
We operate on a 52 or 53 week fiscal year that ends on the Sunday nearest to December 31. Each quarterly period has 13 weeks, except for a 53 week year, when the fourth quarter has 14 weeks. The fiscal years ended December 29, 2019, December 30, 2018 and December 31, 2017 each consisted of 52 weeks. References to 2019, 2018 and 2017 are for the fiscal years ended December 29, 2019, December 30, 2018 and December 31, 2017, respectively.
Executive Summary
General
We develop, operate and franchise family entertainment and dining centers (also referred to as “venues”) under the names “Chuck E. Cheese” (“Where A Kid Can Be A Kid”) and “Peter Piper Pizza” (“Pizza Made Fresh, Families Made Happy”). Our venues deliver a lively, kid-friendly atmosphere that feature a broad array of entertainment offerings including arcade-style and skill-oriented games, rides, live entertainment shows, and other attractions, with the opportunity for kids to win tickets that they can redeem for prizes. We combine this memorable entertainment experience with a broad and creative menu that combines kid-friendly classics as well as a new selection of sophisticated options for adults. We operate 555 venues and have an additional 186 venues operating under franchise arrangements, for a total of 741 system-wide venues across 47 states and 16 foreign countries and territories as of December 29, 2019.

30




The following table summarizes information regarding the number of system-wide Company-operated and franchised venues for the periods presented:
 
 
Twelve Months Ended
 
 
December 29,
2019
 
December 30,
2018
 
December 31,
2017
Number of Company-operated venues:
 
 
 
 
 
 
Beginning of period
 
554

 
562

 
559

New
 
2

 
1

 
6

Acquired from franchisee
 
4

 

 
2

Closed
 
(5
)
 
(9
)
 
(5
)
End of period
 
555

 
554

 
562

Number of franchised venues:
 
 
 
 
 
 
Beginning of period
 
196

 
192

 
188

New
 
12

 
8

 
8

Acquired from franchisee
 
(4
)
 

 
(2
)
Closed
 
(18
)
 
(4
)
 
(2
)
End of period
 
186

 
196

 
192

Total number of system-wide venues:
 
 
 
 
 


Beginning of period
 
750

 
754

 
747

       New
 
14

 
9

 
14

       Closed
 
(23
)
 
(13
)
 
(7
)
End of period
 
741

 
750

 
754

 __________________
(1)
The number of new and closed Company-operated and Total system-wide venues during 2018 includes one venue that was relocated.
Our Strategic Plan
Our strategic objectives are focused on becoming “the world’s leading family friendly entertainment restaurant brands” by entertaining and inspiring kids around the world and being the best place for everyday family fun, directed by premier brands and a commitment to ensuring that every guest is happy. This strategic plan is centered on the following six growth pillars: (i) increase traffic to our venues through marketing and sales promotions; (ii) drive in-store guest spending;(iii) pursue a programmatic approach to our domestic remodel program; (iv) expand the global franchise network; (v) launch a division to focus on entertainment & licensing efforts; and (vi) increase efficiencies and lower operating costs with tight controls. See discussion of our strategic plan included in Part I, Item 1. “Business - Our Strategic Plan.”
Key Measures of Our Financial Performance and Key Non-GAAP Measures
Comparable venue sales. We define “comparable venue sales” as the sales for our domestic Company-operated venues that have been open for more than 18 months as of the beginning of each respective fiscal year or for acquired venues we have operated for at least 12 months as of the beginning of each respective fiscal year. Comparable venue sales excludes sales for our domestic Company-operated venues that are expected to be temporarily closed for more than three months primarily as a result of natural disasters, fires, floods and property damage. Company-operated venues that were temporarily closed for more than three months are included in comparable venue sales once the venues have been reopened for at least 12 months as of the beginning of each respective fiscal year. We define “comparable venue sales change” as the percentage change in comparable venue sales for each respective fiscal year. We believe comparable venue sales change to be a key performance indicator used within our industry; it is a critical factor when evaluating our performance, as it is indicative of acceptance of our strategic initiatives and local economic and consumer trends.

31





Average Sales per Comparable Venue. Average sales per comparable venue is calculated based on the average annual sales of our comparable venue base. Average sales per comparable venue cannot be used to compute year-over year comparable venue sales increases or decreases due to the change in the comparable venue base.
 
 
Fiscal Year Ended
 
 
December 29, 2019
 
December 30, 2018
 
December 31, 2017
 
 
(in thousands, except venue number amounts)
Average sales per comparable venue
 
$
1,617

 
$
1,587

 
$
1,561

Number of venues included in our comparable venue base
 
529

 
526

 
531


Adjusted EBITDA and Margin. We define Adjusted EBITDA, a measure used by management to assess operating performance, as net income (loss) plus interest expense, income tax expense (benefit), depreciation and amortization expense, impairments, gains and losses on asset disposals, and stock based compensation. In addition, Adjusted EBITDA excludes other items we consider unusual or non-recurring and other adjustments required or permitted in calculating covenant compliance under the indenture governing our Senior Notes and/or secured credit facilities. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues.
Key Income Statement Line Item Descriptions
Revenues. Our primary source of revenues is sales at our Company-operated venues (“company venue sales”), which consist of the sale of food, beverages, game-play credits, unlimited game-play time blocks, and merchandise. A portion of our company venue sales are from sales of value-priced combination packages generally comprised of food and beverage only (“Package Deals”), with game plays and/or time blocks available for purchase separately. We promote these offerings through in-venue menu pricing, our website and coupon offerings. Through the second quarter of 2018, we offered value-priced combination packages generally comprised of food, beverage, game plays and/or time blocks. We allocated the revenues recognized from the sale of these combination packages and coupons between “Food and beverage sales” and “Entertainment and merchandise sales” based upon the price charged for each component when it was sold separately, or in limited circumstances, our best estimate of selling price if a component was not sold on a stand-alone basis, which we believe approximates each component’s fair value.
Food and beverage sales include all revenues recognized with respect to stand-alone food and beverage sales, and through the end of the second quarter of 2018, the portion of revenues allocated from combination packages and coupons that relate to food and beverage sales. Entertainment and merchandise sales include all revenues recognized with respect to stand-alone sales of game-play credits and unlimited game-play time blocks, and through the end of the second quarter of 2018, a portion of revenues allocated from combination packages and coupons that relate to entertainment and merchandise.
Franchise fees and royalties are another source of revenues. We earn monthly royalties from our franchisees based on a percentage of each franchise venue’s sales. We also receive development and initial franchise fees to establish new franchised venues, as well as earn revenues from the sale of equipment and other items or services to franchisees. Effective January 1, 2018, with the adoption of Accounting Standards Update 2016-10 Revenues from Contracts with Customers (Topic 606) (“ASU 606”), we recognize initial and renewal development and franchise fees as revenues on a straight-line basis over the life of the franchise agreement starting when the franchise venue has opened. Prior to the adoption of ASU 6060, we recognized development and franchise fees as revenues when the franchise venue had opened and we had substantially completed our obligations to the franchisee relating to the opening of a venue. In addition, our national advertising fund receipts from members of the Association are now accounted for on a gross basis as revenue from franchisees, when prior to the adoption of ASU 606 they had been netted against advertising expense.
Company venue operating costs. Certain of our costs and expenses relate only to the operation of our Company-operated venues. These costs and expenses are listed and described below:
Cost of food and beverage includes all direct costs of food, beverages and costs of related paper and birthday supplies, less rebates from suppliers;
Cost of entertainment and merchandise includes all direct costs of tickets issued, stored-value Play Pass and AYCP cards, prizes provided and merchandise sold to our customers;

32




Labor expenses consist of salaries and wages, bonuses, related payroll taxes and benefits for venue personnel;
Lease costs include lease costs for Company-operated venues and, effective the first day of Fiscal 2019, in connection with the adoption of a new lease accounting standard, lease costs include common area maintenance (“CAM”) charges; and
Other venue operating expenses primarily include utilities, repair and maintenance costs, liability and property insurance, property taxes, credit card processing fees, licenses, preopening expenses, venue asset disposal gains and losses, CAM charges (through the end of Fiscal 2018 as discussed under Lease costs above), and all other costs directly related to the operation of a venue.
“Cost of food and beverage” and “Cost of entertainment and merchandise”, as a percentage of company venue sales, are influenced both by the cost of products and the overall mix of our Package Deals and coupon offerings. “Entertainment and merchandise sales” have higher margins than “Food and beverage sales.”
Advertising expense. Advertising expense includes production costs for television commercials, newspaper inserts, Internet advertising, coupons, media expenses for national and local advertising, consulting fees and other forms of advertising such as social media. Historically, prior to the adoption of ASU 606 on January 1, 2018, advertising expense was partially offset by contributions from our franchisees. Contributions from franchisees are now recognized as revenue from franchisees.
General and administrative expenses. General and administrative expenses represent all costs associated with operating our corporate office, including regional and district management and corporate personnel payroll and benefits, back-office support systems, costs of outsourced functions, and other administrative costs not directly related to the operation of our Company-operated venues.
Depreciation and amortization. Depreciation and amortization includes expenses that are (i) directly related to our Company-operated venues’ property and equipment, including leasehold improvements, game and ride equipment, furniture, fixtures and other equipment, and (ii) depreciation and amortization of corporate assets and intangibles.
Asset impairments. Asset impairments represent non-cash charges to reduce the carrying amount of certain long-lived assets within our venues to their estimated fair value, when a venue’s operation is not expected to generate sufficient projected future cash flows to recover the current net book value of the long-lived assets within the venue. We believe our assumptions in calculating the fair value of our long-lived assets are similar to those used by other marketplace participants.
Results of Operations
The following table summarizes our principal sources of company venue sales expressed in dollars and as a percentage of Total company venue sales for the periods presented:
 
 
Fiscal Year Ended
 
 
December 29, 2019
 
December 30, 2018
 
December 31, 2017
 
 
(in thousands, except percentages)
Food and beverage sales
 
$
390,891

 
43.9
%
 
$
396,658

 
45.3
%
 
$
410,609

 
47.3
%
Entertainment and merchandise sales
 
499,204

 
56.1
%
 
478,676

 
54.7
%
 
458,279

 
52.7
%
Total company venue sales
 
$
890,095

 
100.0
%
 
$
875,334

 
100.0
%
 
$
868,888

 
100.0
%




33





 The following table summarizes our revenues and expenses expressed in dollars and as a percentage of Total revenues (except as otherwise noted) for the periods presented:
 
 
 
Fiscal Year Ended
 
 
December 29, 2019
 
December 30, 2018
 
December 31, 2017
 
 
(in thousands, except percentages)
Total company venue sales
 
$
890,095

 
97.5
 %
 
$
875,334

 
97.7
 %
 
$
868,888

 
98.0
 %
Franchise fees and royalties
 
22,770

 
2.5
 %
 
20,732

 
2.3
 %
 
17,883

 
2.0
 %
Total revenues
 
912,865

 
100.0
 %
 
896,066

 
100.0
 %
 
886,771

 
100.0
 %
Company venue operating costs (excluding Depreciation and amortization):
 
 
 
 
 
 
 
 
 
 
 
 
Cost of food and beverage (1)
 
90,582

 
23.2
 %
 
94,319

 
23.8
 %
 
97,570

 
23.8
 %
Cost of entertainment and merchandise (2)
 
40,967

 
8.2
 %
 
36,650

 
7.7
 %
 
29,948

 
6.5
 %
Total cost of food, beverage, entertainment and merchandise (3)
 
131,549

 
14.8
 %
 
130,969

 
15.0
 %
 
127,518

 
14.7
 %
Labor expenses (3)
 
263,898

 
29.6
 %
 
256,327

 
29.3
 %
 
248,061

 
28.5
 %
Lease costs (3) (4)
 
109,043

 
12.3
 %
 
96,484

 
11.0
 %
 
95,917

 
11.0
 %
Other venue operating expenses (3) (4)
 
134,740

 
15.1
 %
 
150,255

 
17.2
 %
 
149,462

 
17.2
 %
Total Company venue operating costs (3)
 
639,230

 
71.8
 %
 
634,035

 
72.4
 %
 
620,958

 
71.5
 %
Other costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Advertising expense
 
44,745

 
4.9
 %
 
48,198

 
5.4
 %
 
48,379

 
5.5
 %
General and administrative expenses
 
56,960

 
6.2
 %
 
54,850

 
6.1
 %
 
56,482

 
6.4
 %
Depreciation and amortization
 
97,629

 
10.7
 %
 
100,720

 
11.2
 %
 
109,771

 
12.4
 %
Transaction, severance and related litigation costs
 
770

 
0.1
 %
 
527

 
0.1
 %
 
1,448

 
0.2
 %
Asset impairments
 
23,333

 
2.6
 %
 
6,935

 
0.8
 %
 
1,843

 
0.2
 %
Total operating costs and expenses
 
862,667

 
94.5
 %
 
845,265

 
94.3
 %
 
838,881

 
94.6
 %
Operating income
 
50,198

 
5.5
 %
 
50,801

 
5.7
 %
 
47,890

 
5.4
 %
Interest expense
 
87,243

 
9.6
 %
 
76,283

 
8.5
 %
 
69,115

 
7.8
 %
Loss on extinguishment of debt
 
2,242

 
0.2
 %
 

 
 %
 

 
 %
Loss before income taxes
 
$
(39,287
)
 
(4.3
)%
 
$
(25,482
)
 
(2.8
)%
 
$
(21,225
)
 
(2.4
)%
 __________________
(1)
Percent amount expressed as a percentage of Food and beverage sales.
(2)
Percent amount expressed as a percentage of Entertainment and merchandise sales.
(3)
Percent amount expressed as a percentage of Company venue sales.
(4)
With the adoption of the new lease standard effective December 31, 2018, Lease costs for the twelve months ended December 29, 2019 include common area maintenance charges of $13.9 million. Common area maintenance charges were previously included in Other venue operating costs.
(5)
Due to rounding, percentages presented in the table above may not sum to total. The percentage amounts for the components of Cost of food and beverage and the Cost of entertainment and merchandise may not sum to total due to the fact that Cost of food and beverage and Cost of entertainment and merchandise are expressed as a percentage of related Food and beverage sales and Entertainment and merchandise sales, as opposed to Total Company venue sales.

34




Fiscal 2019 Compared to Fiscal 2018
Revenues
Company venue sales were $890.1 million and $875.3 million for Fiscal 2019 and Fiscal 2018, respectively. The increase in Company venue sales was primarily attributable to a 2.7% increase in comparable venue sales, partially offset by a $2.6 million decrease in Company venue sales from our non-comparable venues primarily due to a net reduction of seven Company-operated venues over the last two years. In addition, net revenue deferrals related to Play Pass and unredeemed tickets were $0.1 million for 2019 compared to $6.6 million in net revenue breakage for 2018, which further offset the increase in comparable venue sales.
Franchise fees and royalties increased from $20.7 million to $22.8 million primarily due to a net increase in average franchise locations during Fiscal 2019.
Company Venue Operating Costs
The cost of food, beverage, entertainment and merchandise, as a percentage of Total company venue sales, was 14.8% and 15.0% for Fiscal 2019 and Fiscal 2018, respectively.
The cost of food and beverage as a percentage of food and beverage sales, was 23.2% and 23.8% for Fiscal 2019 and Fiscal 2018, respectively. The decrease in the cost of food and beverage on a percentage basis in 2019 was driven by an increase in average selling prices and favorability in commodities volume, primarily related to cheese, pizza dough and chicken wings compared to 2018.
The cost of entertainment and merchandise, as a percentage of Entertainment and merchandise sales, was 8.2% and 7.7% for Fiscal 2019 and Fiscal 2018, respectively. The cost of entertainment and merchandise, as a percentage of Entertainment and merchandise in 2019 compared to 2018 reflects a combination of the impact of AYCP and More Tickets, which were launched nationally during the third quarter of 2018.
Gross profit, which represents Total revenues less Total cost of food, beverage, entertainment and merchandise, as a percentage of Total revenues, was 85.6% and 85.4% for Fiscal 2019 and Fiscal 2018, respectively.
Labor expenses, as a percentage of Total company venue sales, were 29.6% and 29.3% for Fiscal 2019 and Fiscal 2018, respectively, as wage pressures exceeded the favorable impact of a decrease in labor hours on higher sales. Our sales per labor hour improved approximately 4.8% in 2019 from 2018.
Lease costs, as a percentage of sales, were 12.3% and 11.0%, for Fiscal 2019 and Fiscal 2018, respectively. Lease costs for Fiscal 2019 were impacted by the adoption of a new lease standard effective December 31, 2018, the first day of Fiscal 2019, that requires us to recognize lease and non-lease components, such as CAM charges, as lease costs, rather than reflecting CAM charges as Other venue operating expenses. Excluding CAM charges, Lease costs, as a percentage of sales, would have been 10.7% for Fiscal 2019, reflecting an increase in Company venue sales.
Other venue operating expenses, as a percentage of Total company venue sales, were 15.1% and 17.2% for Fiscal 2019 and Fiscal 2018, respectively. Other venue operating expenses for 2019 were impacted by the adoption of a new lease standard, as discussed in the previous paragraph under Lease costs. Other venue operating expenses as a percentage of sales, including the impact of CAM charges, would have been 16.7% for 2019, reflecting savings initiatives and efficiencies in general operating costs. In addition, Other venue operating expenses for Fiscal 2018 included expenses related to the production and deployment of new menu boards and panels in connection with the launch of AYCP. These favorable impacts were partially offset by an increase in bank and credit card service fees, as the percentage of credit card sales increased in 2019 from 2018.
Advertising Expense
Advertising expense was $44.7 million and $48.2 million for Fiscal 2019 and Fiscal 2018, respectively, due to a shift in our marketing strategy away from television and print advertising to targeted digital and social media platforms.
General and Administrative Expenses
General and administrative expenses were $57.0 million and $54.9 million for Fiscal 2019 and Fiscal 2018, respectively. The increase in General and administrative expenses in 2019 is primarily due to an increase in performance-based compensation as a result of improved operating results, and an increase in labor related litigation.

35




Depreciation and Amortization
Depreciation and amortization was $97.6 million and $100.7 million for Fiscal 2019 and Fiscal 2018, respectively. The decrease in depreciation and amortization is primarily due to a decrease in the average number of Company-operated venues over the last two years as a result of venue closures and non-cash venue impairments recorded in 2019 and 2018.
Transaction, Severance and Related Litigation Costs
Transaction, severance and related litigation costs were $0.8 million and $0.5 million for Fiscal 2019 and Fiscal 2018, respectively. The Transaction, severance and related litigation costs for 2019 relate to $0.4 million in professional and legal fees incurred in connection with the refinancing of our senior secured facilities and $0.4 million in legal fees incurred primarily in connection with certain potential transactions which the Company did not pursue. See further discussion of the refinancing of our senior secured facilities in “Financial Condition, Liquidity and Capital Resources - Debt Financing” of this report. The Transaction, severance and related litigation costs for 2018 relate to $0.3 million in legal fees incurred in connection with Merger related litigation, and severance payments of $0.2 million.
Asset Impairments
In Fiscal 2019, we recognized an asset impairment charge of $23.3 million primarily related to 16 venues, of which none were previously impaired. In Fiscal 2018 we recognized an asset impairment charge of $6.9 million primarily related to eight venues, of which one was previously impaired. We continue to operate all but two of the venues that were impaired in 2019 and all but three of the venues that were impaired in 2018. The impairment charges were based on the determination that the financial performance of these venues was adversely impacted by various competitive and economic factors in the markets in which the venues are located.
Interest Expense
Interest expense was $87.2 million and $76.3 million for Fiscal 2019 and Fiscal 2018, respectively. The increase in interest expense is related to an increase in the weighted average effective rate incurred on our borrowings under both our 2019 and 2014 Secured Credit Facilities, driven by the higher interest margin on our recently refinanced secured credit facilities and increases in LIBOR rates. The weighted average effective interest rate incurred on our borrowings under our secured credit facilities and Senior Notes (including amortized debt issuance costs, amortization of original issue discount, commitment and other fees related to the Secured Credit Facilities and Senior Notes, but excluding the net loss on extinguishment of debt and $0.4 million of transaction costs expensed in Fiscal 2019 relating to the 2019 Secured Credit Facilities) was 7.5% and 6.4% for Fiscal 2019 and Fiscal 2018, respectively. See further discussion of the refinancing of our senior secured facilities in “Financial Condition, Liquidity and Capital Resources - Debt Financing” of this report.
Loss on Extinguishment of Debt
In Fiscal 2019 we recognized a Loss on Extinguishment of Debt of $2.2 million. The Loss on Extinguishment of Debt reflects a $2.9 million loss in connection with the refinancing of our 2014 Secured Credit Facilities, partially offset by a $0.7 million gain on the repurchase of $39.3 million of our outstanding Senior Notes in the open market. See further discussion of the refinancing of our senior secured facilities and the repurchase of Senior Notes in “Financial Condition, Liquidity and Capital Resources - Debt Financing” of this report.
Income Taxes
Our effective income tax rates for Fiscal 2019 and Fiscal 2018 were 26.4% and 16.9%, respectively (where the effective income tax rate for Fiscal 2018 excludes adjustments recorded in that year in relation to the provisional estimate made in Fiscal 2017 to account for the impact of the Tax Cuts and Jobs Act (the “TCJA”) pursuant to Staff Accounting Bulletin No. 118 (“SAB 118”) issued by the SEC staff on December 22, 2017).
Our effective income tax rate for Fiscal 2019 was favorably impacted by employment-related federal income tax credits, offset by the following:
(i)
nondeductible penalties and other expenses;
(ii)
state income taxes;
(iii)
foreign income taxes withheld (not offset by foreign tax credits due to the foreign tax credit limitation);
(iv)
accruals for uncertain tax positions; and
(v)
an increase in the valuation allowance for deferred tax assets associated with a carryforward of state tax credits that are more than likely to expire before utilized.

36




Our effective income tax rate for Fiscal 2018 was favorably impacted by employment-related federal income tax credits, offset by the following:
(i)
nondeductible litigation costs related to the Merger;
(ii)
nondeductible penalties and other expenses;
(iii)
state income taxes including an increase in our state income tax expense caused by state tax legislation enacted during the second quarter that increased the amount of income subject to state taxation;
(iv)
foreign income taxes withheld (not offset by a foreign tax credits due to the foreign tax credit limitation);
(v)
accruals for uncertain tax positions;
(vi)
an increase in the valuation allowance for deferred tax assets associated with a carryforward of state tax credits that are more than likely to expire before utilized; and
(vii)
an increase in the valuation allowance for deferred tax assets relating to our Canada operations that could expire before they are utilized, partially offset by a favorable one-time adjustment to deferred tax (the tax effect of the cumulative foreign currency translation adjustment existing as of January 1, 2018) resulting from the change in our intent to no longer indefinitely reinvest monies previously loaned to our Canadian subsidiary recorded in the first quarter of Fiscal 2018.

Our total effective income tax rate for Fiscal 2018 was 19.7% and includes 2.8% of favorable adjustments to the provisional estimate provided in Fiscal 2017 to account for the impact of the TCJA pursuant to SAB 118. Pursuant to SAB 118, we included a provisional estimate of $66.6 million tax benefit in our consolidated financial statements for the fiscal year ended December 31, 2017, relating to the enactment of TJCA, which primarily related to the re-measurement of our deferred tax liability. In the second quarter of Fiscal 2018, we recorded an adjustment to the provisional estimate of $0.2 million tax benefit, in the third quarter of Fiscal 2018, we recorded an incremental adjustment to the provisional estimate of $0.5 million tax benefit. The measurement period relating to the enactment of the TCJA ended during our fourth quarter, and the tax effects thereof were completed as of the end of Fiscal 2018.
Financial Condition, Liquidity and Capital Resources
Overview of Liquidity
We finance our business activities through cash flows provided by our operations.
The primary components of working capital are as follows:
our guests pay for their purchases in cash or credit cards at the time of the sale and the cash from these sales is typically received before our related accounts payable to suppliers and employee payroll becomes due;
frequent inventory turnover results in a limited investment required in inventories; and
our accounts payable cash management strategies.
As a result of these factors, our requirement for working capital is not significant and we are able to operate with a net working capital deficit (current liabilities in excess of current assets), similar to other companies in the restaurant industry. As part of our capital allocation strategy, we may elect from time to time to retire certain of our debt obligations through voluntary prepayments or open market purchases.

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Sources and Uses of Cash
The following tables present summarized consolidated financial information that we believe is helpful in evaluating our liquidity and capital resources as of the periods presented:
 
 
Fiscal Year Ended
 
 
December 29,
2019
 
December 30,
2018
 
December 31,
2017
 
 
(in thousands)
Net cash provided by operating activities
 
$
111,142

 
$
86,790

 
$
104,297

Net cash used in investing activities
 
(87,584
)
 
(79,284
)
 
(93,712
)
Net cash used in financing activities
 
(52,088
)
 
(11,547
)
 
(5,030
)
Effect of foreign exchange rate changes on cash
 
(2
)
 
50

 
466

Change in cash and cash equivalents
 
$
(28,532
)
 
$
(3,991
)
 
$
6,021

Cash paid for interest
 
$
77,315

 
$
72,966

 
$
64,675

Cash paid (refunded) for income taxes, net
 
$
(7,264
)
 
$
1,054

 
$
7,136


 
 
December 29,
2019
 
December 30,
2018
 
 
(in thousands)
Cash and cash equivalents
 
$
34,771

 
$
63,170

Restricted cash
 
$
18

 
$
151

Available unused commitments under Revolving Credit Facility
 
$
105,538

 
$
141,000

Total cash, cash equivalents, restricted cash and available unused commitments under the revolving credit facility
 
$
140,327

 
$
204,321

Term loan facility
 
$
760,000

 
$
723,900

Senior Notes
 
$
215,721

 
$
255,000

Funds generated by our operating activities and available cash and cash equivalents continue to be our primary sources of liquidity. We believe these sources of liquidity will be sufficient to finance our strategic plan and capital initiatives for the next twelve months. However, in the event of a material decline in our sales trends or operating margins, there can be no assurance that we will generate sufficient cash flows at or above our current levels. Our revolving credit facility is also available for additional working capital needs and investment opportunities. Our ability to access our revolving credit facility is subject to our compliance with the terms and conditions of the credit agreement governing such facility, including our compliance with certain prescribed covenants, as more fully described below.
We monitor the capital markets and our capital structure and make changes from time to time, with the goal of maintaining financial flexibility, preserving or improving liquidity and/or achieving cost efficiency. From time to time we may opportunistically pursue financing transactions or asset sales. In addition, we may elect to repurchase amounts of our outstanding debt, including the Senior Notes (as defined below under “Debt Financing - Senior Unsecured Debt”), for cash, through open market repurchases or privately negotiated transactions with certain of our debt holders, although there is no assurance we will do so.
As of December 29, 2019, we had no borrowings outstanding and an $8.5 million of letter of credit issued but undrawn under our revolving credit facility, leaving $105.5 million in borrowing capacity under the 2019 Revolving Credit Facility (as defined below under Debt Financing - Secured Credit Facilities) as of December 29, 2019. As of December 30, 2018, we had no borrowings outstanding and a $9.0 million of letter of credit issued but undrawn under our revolving credit facility leaving $141.0 million in borrowing capacity under the 2014 Senior Secured Facilities (as defined below under “Debt Financing - Secured Credit Facilities”).
 Our primary uses for cash provided by operating activities relate to funding our ongoing business activities, planned capital expenditures, servicing our debt, and the payment of income taxes.
Our strategic plan does not require that we enter into any material development or contractual purchase obligations. Therefore, we have the flexibility necessary to manage our liquidity by promptly deferring or curtailing any planned capital spending.

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Sources and Uses of Cash - Fiscal 2019 Compared to Fiscal 2018
Net cash provided by operating activities was $111.1 million and $86.8 million in Fiscal 2019 and Fiscal 2018, respectively. The increase in net cash provided by operating activities is primarily due to improved results from operations, income tax refunds received and favorable fluctuations in our working capital.
Net cash used in investing activities was $87.6 million and $79.3 million in Fiscal 2019 and Fiscal 2018, respectively. Net cash used in investing activities in Fiscal 2019 and Fiscal 2018 relates primarily to capital expenditures.
Net cash used in financing activities was $52.1 million and $11.5 million in Fiscal 2019 and Fiscal 2018, respectively. The net cash used in financing activities for Fiscal 2019 includes (i) 39.1 million in repurchases of our outstanding Senior Notes (including accrued interest), (ii) $6.0 million in loan costs and third party legal and other professional fees paid, net of proceeds received, in connection with the refinancing of our secured credit facilities in the third quarter of 2019, (iii) principal payments on our 2014 Secured Credit Facilities, and (iv) other lease related obligations. See Debt Financing - Secured Credit Facilities below for further discussion of the refinancing of our secured credit facilities. Net cash used in financing activities in Fiscal 2018 related primarily to (i) principal payments on our 2014 Secured Credit Facilities, and (ii) other lease related obligations.
Sources and Uses of Cash - Fiscal 2018 Compared to Fiscal 2017
Net cash provided by operating activities was $86.8 million and $104.3 million in Fiscal 2018 and Fiscal 2017, respectively. The decrease in net cash provided by operating activities is primarily due to an increase in our net loss, excluding the adjustment to our deferred taxes resulting from the enactment of the TCJA in Fiscal 2017, and fluctuations in working capital, partially offset by a reduction in income taxes receivable.
Net cash used in investing activities was $79.3 million and $93.7 million in Fiscal 2018 and Fiscal 2017, respectively. Net cash used in investing activities in Fiscal 2018 and Fiscal 2017 relates primarily to capital expenditures.
Net cash used in financing activities was $11.5 million and $5.0 million in Fiscal 2018 and Fiscal 2017, respectively. The net cash used in financing activities for Fiscal 2018 related primarily to (i) principal payments on our term loan, and (ii) lease related obligations. Net cash used in financing activities for Fiscal 2017 related primarily to (i) principal payments on our term loan, and (ii) lease related obligations, partially offset by (iii) sale leaseback proceeds of $4.1 million and (iv) a $1.4 million return of capital.
Debt Financing
Secured Credit Facilities
On August 30, 2019 the Company entered into a new credit agreement and related security agreements with Credit Suisse AG, Cayman Islands Branch, as administrative and collateral agent. The new credit agreement provides senior secured financing consisting of:
(i)
a $114 million secured revolving credit facility, which includes a $50 million letter of credit sub-facility (collectively the “2019 Revolving Credit Facility”), with a maturity date of August 30, 2024 (the “revolver maturity date); and
(ii)
a $760 million secured term loan facility (the “2019 Term Loan Facility” and together with the 2019 Revolving Credit Facility, the “2019 Secured Credit Facilities”) with a maturity date of August 30, 2026 (the “term loan maturity date”).
In the event more than $50 million of the Company’s 8.0% Senior Notes maturing February 15, 2022 remain outstanding on November 16, 2021, the term loan maturity date will spring forward to such earlier date.
The net proceeds from the 2019 Secured Credit Facilities, plus cash on hand, were used to pay the outstanding principal, accrued interest and fees related to our secured credit facilities dated as of February 14, 2014, as amended by an incremental assumption agreement, dated as of May 8, 2018 (the “2014 Secured Credit Facilities”), and debt issuance costs related to the 2019 Secured Credit Facilities. All obligations under the 2014 Secured Credit Facilities have been terminated.
The term loan under the 2019 Term Loan Facility was issued net of $30.4 million of original issue discount. We also incurred a total of $15.4 million in debt issuance costs ($13.4 million related to the issuance of the 2019 Term Loan Facility and $2.0 million related to the 2019 Revolving Credit Facility). The debt issuance costs are reflected in our consolidated financial statements as follows:
Loss on Extinguishment of Debt: We recorded a loss on extinguishment of debt totaling $2.9 million which includes $0.5 million of fees paid to lenders in connection with the 2019 Term Loan Facility and a write-off of $2.4 million of unamortized deferred financing costs and original issue discount related to the 2014 Secured

39




Credit Facilities;
Transaction related costs: We expensed third party fees totaling $0.4 million related to legal fees incurred in connection with the 2019 Term Loan Facility;
Interest Expense: We expensed third party fees totaling $0.4 million related to rating agency fees incurred in connection with the 2019 Secured Credit Facilities; and
Deferred Financing Costs: Debt issuance costs totaling $14.1 million related to the 2019 Secured Credit Facilities were capitalized. We also continued to defer $2.1 million of unamortized deferred financing costs related to the 2014 Secured Credit Facilities.
The deferred financing costs related to the 2019 Term Loan Facility and original issue discount are amortized through the 2019 term loan maturity date, and the deferred financing costs related to the 2019 Revolving Credit Facility are being amortized through the 2019 revolver maturity date.
As of December 29, 2019, we had no borrowings outstanding and an $8.5 million letter of credit issued but undrawn under the 2019 Revolving Credit Facility. As of December 30, 2018 we had a $9.0 million letter of credit issued but undrawn under the revolving credit facility related to the 2014 Senior Secured Facilities.
Borrowings under the 2019 Secured Credit Facilities bear interest at a rate equal to, at the option of the Company, either:
(a) a LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor; or
(b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate of Credit Suisse AG, Cayman Islands Branch, and (iii) the one-month adjusted LIBOR plus 1.00%.
In each case the interest rate is also subject to an applicable margin determined as follows:
2019 Term Loan Facility:
Margin for Base Rate Loans
 
Margin for LIBOR Loans
5.50%
 
6.50%
2019 Revolving Credit Facility:
Net Total Leverage Ratio
 
Revolver - Base Rate Loans
 
Revolver - LIBOR Loans
Greater than 4.80 to 1.00
 
5.50%
 
6.50%
Less than or equal to 4.80 to 1.00 but greater than 4.30 to 1.00
 
5.25%
 
6.25%
Less than or equal to 4.30 to 1.00
 
5.00%
 
6.00%
During the period from August 30, 2019 through December 29, 2019 the applicable margin for LIBOR borrowings under the 2019 Secured Credit Facilities was 6.50%. During the period from December 30, 2018 through August 29, 2019 and for the 2018 fiscal year, the applicable margin for LIBOR borrowings under the 2014 Secured Credit Facilities was 3.25%.
In addition to paying interest on outstanding principal under both the 2019 and 2014 Secured Credit Facilities, the Company is required to pay a commitment fee to the lenders under the respective revolving credit facilities in respect of any unutilized commitments thereunder. The applicable commitment fee rate under the 2019 Revolving Credit Facility is determined as follows:
Net Total Leverage Ratio
 
Commitment Fee
Greater than 4.30 to 1.00
 
0.50%
Less than or equal to 4.30 to 1.00
 
0.375%
The commitment fee rate was 0.5% for 2019 and 2018 fiscal years.
The Company is 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 revolving LIBOR based rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges, and a fronting fee computed at a rate equal to 0.125% per annum on the daily stated amount of each letter of credit.

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During the 2019 fiscal year, the federal funds rate ranged from 1.55% to 2.45%, the prime rate ranged from 4.75% to 5.50% and the one-month LIBOR ranged from 1.69% to 2.52%.
The weighted average effective interest rate incurred on our borrowings under both our 2019 and 2014 Secured Credit Facilities was 7.3% for the 2019 fiscal year. 5.8% for the 2018 fiscal year, and 4.7% for the 2017 fiscal year, which includes amortization of deferred financing 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 but excludes the Loss on extinguishment of debt and $0.4 million of transaction costs expensed in Fiscal 2019 relating to the 2019 Secured Credit Facilities.
For further information relating to the 2019 Secured Credit Facilities, including restrictive covenants, refer to Note 11, “Indebtedness and Interest Expense - Secured Credit Facilities,” to our our consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data” of the Annual Report on Form 10-K.
Senior Unsecured Notes
Our senior unsecured debt consists of $255.0 million aggregate principal amount borrowings of 8.0% Senior Notes due 2022 (the “Senior Notes”) of which as of December 29, 2019, $215.7 million was outstanding. During the fourth quarter of Fiscal 2019, we repurchased in the open market, and retired, $39.3 million of the Senior Notes. We recorded a gain on extinguishment of debt totaling $0.7 million in Fiscal 2019 relating to the repurchases.
The weighted average effective interest rate incurred on borrowings under our Senior Notes was 8.2% for the 2019 fiscal year, and 8.2% for the 2018 and 2017 fiscal years, which includes amortization of debt issuance costs and other fees related to our Senior Notes but excludes the gain on extinguishment of debt.
For further information relating to the Senior Notes, including restrictive covenants, refer to Note 11, “Indebtedness and Interest Expense - Senior Unsecured Notes,” to our our consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data” of the Annual Report on Form 10-K.
Capital Expenditures
We focus our capital expenditures on reinvestment into our existing Company-operated Chuck E. Cheese and PPP venues through various planned capital initiatives and the development or acquisition of additional Company-operated venues. During Fiscal 2019, we completed 281 game enhancements, 50 major remodels related to the re-imaging effort to update Chuck E. Cheese locations to a new look and feel, and we opened two new domestic Company-operated venues.
We have funded and expect to continue to fund our capital expenditures through existing cash flows from operations. Capital expenditures in 2019 totaled approximately $87.8 million.
The following table reconciles the approximate total capital spend by initiative to our Consolidated Statements of Cash Flows for the periods presented:

 
Fiscal Year Ended

 
December 29, 2019
 
December 30, 2018
 
December 31, 2017
 
 
 
Growth capital spend (1)
 
$
39,391

 
$
31,269

 
$
51,079

Maintenance capital spend (2)
 
40,968

 
44,656

 
35,678

IT capital spend
 
7,429

 
3,919

 
7,309

Total Capital Spend
 
$
87,788

 
$
79,844

 
$
94,066

__________________
(1)
Growth capital spend includes major remodels, including the re-imaging effort to update Chuck E. Cheese venue to a new look and feel, venue expansions, new venue development, including relocations, our Play Pass initiative, and franchise acquisitions.
(2)
Maintenance capital spend includes game enhancements, general venue capital expenditures and corporate capital expenditures.
We currently estimate our capital expenditures in 2020 will total approximately $55 million to $65 million, inclusive of maintenance capital, growth capital and IT related capital.

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Off-Balance Sheet Arrangements and Contractual Obligations
As of December 29, 2019, we had no off-balance sheet financing arrangements as described in Regulation S-K Item 303(a)(4)(ii).
The following table summarizes our contractual obligations as of December 29, 2019:
 
 
 
Payments Due by Period
 
Total
 
Less than
1 Year
 
1-3
Years
 
4-5
Years
 
More than
5 Years
 
(in thousands)
Operating leases (1)
$
849,638

 
$
93,748

 
$
181,269

 
$
170,182

 
$
404,439

Secured credit facilities (2)
760,000

 
7,600

 
15,200

 
15,200

 
722,000

Sale leaseback obligations
242,933

 
14,360

 
29,588

 
30,797

 
168,188

Senior Notes
215,721

 

 
215,721

 

 

Interest obligations (3)
454,932

 
87,326

 
149,871

 
106,217

 
111,518

Purchase Obligations (4)
38,216

 
32,937

 
5,279

 

 

Finance leases
21,474

 
2,204

 
4,328

 
3,771

 
11,171

Uncertain tax positions (5)
729

 
729

 

 

 


$
2,583,643

 
$
238,904

 
$
601,256

 
$
326,167

 
$
1,417,316

 __________________
(1)
Includes the initial non-cancelable term plus renewal option periods provided for in the lease that can be reasonably assured but excludes contingent rent obligations and obligations to pay property taxes, insurance and maintenance on the leased assets.
(2)
Assumes repayment of the Senior Notes based on stated maturity date and that the maturity date does not spring forward to November 16, 2021 (see further discussion of the springing maturity under “Financial Condition, Liquidity and Capital Resources - Debt Financing - Secured Credit Facilities”).
(3)
Interest obligations represent an estimate of future interest payments under our secured credit facilities and Senior Notes. We calculated the estimate based on the terms of the secured credit facilities and Senior Notes. Our estimate assumes we will not have any amounts drawn on our revolving credit facility.
(4)
A “purchase obligation” is defined as an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including (a) fixed or minimum quantities to be purchased; (b) fixed, minimum or variable price provisions; and (c) the approximate timing of the transaction. Our purchase obligations primarily consist of obligations for the purchase of merchandise and entertainment inventory, obligations under fixed price purchase agreements and contracts with “spot” market prices primarily relating to food and beverage products, obligations for the purchase of commercial airtime, and obligations associated with the modernization of various information technology platforms. The above purchase obligations exclude agreements that are cancelable without significant penalty.
(5)
Due to the uncertainty related to the settlement of uncertain tax positions, only the current portion of the liability for unrecognized tax benefits (including accrued interest and penalties) has been provided in the table above. The non-current portion of $4.2 million is excluded from the table above.
As of December 29, 2019, unpaid obligations related to capital expenditures totaling $1.7 million were outstanding and included in accounts payable. These amounts are expected to be paid in less than one year.
The total estimate of accrued liabilities for our self-insurance programs was $12.9 million as of December 29, 2019. We estimate that $5.0 million of these liabilities will be paid in Fiscal 2020 and the remainder paid in Fiscal 2021 and beyond. Due to the nature of the underlying liabilities and the extended period of time often experienced in resolving insurance claims, we cannot make reliable estimates of the timing of cash payments to be made in the future for our obligations related to our insurance liabilities. Therefore, no amounts for such liabilities have been included in the table above.
As of December 29, 2019, we had $8.5 million of letters of credit issued but undrawn under the revolving credit facility. We utilize letters of credit primarily for our self-insurance programs. These letters of credit do not represent additional obligations of the Company since the underlying liabilities are already recorded in accrued liabilities. However, if we were unable to pay insurance claims when due, our insurance carrier could draw amounts owed under the letter of credit.
In addition, see further discussion of our indebtedness and future debt obligations above under “Financial Condition, Liquidity and Capital Resources - Debt Financing.”
We enter into various purchase agreements in the ordinary course of business and have fixed price agreements and contracts with “spot” market prices primarily relating to food and beverage products. Other than the purchase obligations included in the above table, we do not have any material contracts (either individually or in the aggregate) in place committing us to a minimum or fixed level of purchases or that are cancelable subject to significant penalty.

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Inflation
Our cost of operations, including but not limited to labor, food products, supplies, utilities, financing and rental costs, can be significantly affected by inflationary factors.

Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of our consolidated financial statements, the reported amount of revenues and expenses during the reporting period and the related disclosures of contingent assets and liabilities. The use of estimates is pervasive throughout our consolidated financial statements and is affected by management judgment and uncertainties. Our estimates, assumptions and judgments are based on historical experience, current market trends and other factors that we believe to be relevant and reasonable at the time our consolidated financial statements were prepared. We continually evaluate the information used to make these estimates as our business and the economic environment change. Actual results could differ materially from these estimates under different assumptions or conditions.
The significant accounting policies used in the preparation of our consolidated financial statements are described in Note 1. “Description of Business and Summary of Significant Accounting Policies” included in Part II, Item 8. “Financial Statements and Supplementary Data.” We consider an accounting policy or estimate to be critical if it requires difficult, subjective or complex judgments and is material to the portrayal of our consolidated financial condition, changes in financial condition or results of operations. The selection, application and disclosure of the critical accounting policies and estimates have been reviewed by the Audit Committee of our Board of Directors. Our accounting policies and estimates that our management considers most critical are as follows:
Goodwill and Other Intangible Assets
The excess of the purchase price over fair value of net identifiable assets and liabilities of an acquired business (“goodwill”), trademarks, trade names and other indefinite-lived intangible assets are not amortized, but rather tested quantitatively and qualitatively for impairment, at least annually, and whenever events or circumstances indicate that impairment may have occurred. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, significant changes in competition, a loss of key personnel, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant under-performance relative to expected historical or projected future results of operations. We determined that no triggering events occurred during Fiscal 2019.
Recoverability of the carrying value of goodwill is measured at the reporting unit level. In performing a quantitative analysis, we measure the recoverability of goodwill for our reporting units using a discounted cash flow model incorporating discount rates commensurate with the risks involved, which is classified as a Level 3 fair value measurement. The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, tax rates, cash flow projections and terminal value rates. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment.
We test indefinite-lived intangible assets utilizing the relief from royalty method to determine the estimated fair value for each indefinite-lived intangible asset, which is classified as a Level 3 fair value measurement. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, tax rates, sales projections and terminal value rates. Discount rates, royalty rates, growth rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the weighted average cost of capital considering any differences in company-specific risk factors.
We tested our goodwill, trademarks, trade names and other indefinite-lived intangible assets for impairment as of October 1, 2019. The fair value of our goodwill, trademarks, trade names and other indefinite-lived intangible assets was in excess of the carrying value as of the date of our Fiscal 2019 goodwill impairment test. No indicators of impairment were identified from the date of our impairment test through the end of Fiscal 2019.
Impairment of Long-Lived Assets
We review our property and equipment for indicators of impairment on an ongoing basis at the lowest level of cash flows available, which is on a venue-by-venue basis, to assess if the carrying amount may not be recoverable. Such events or

43




changes may include a significant change in the business climate in a particular market area (for example, due to economic downturn or natural disaster), historical negative cash flows or plans to dispose of or sell the property and equipment before the end of its previously estimated useful life. If an event or change in circumstances occurs, we estimate the future cash flows expected to result from the use of the property and equipment and its eventual disposition. If the sum of the expected future cash flows, undiscounted and without interest, is less than the asset carrying amount (an indication that the carrying amount may not be recoverable), we may be required to recognize an impairment loss. We estimate the fair value of a venue’s property and equipment by discounting the expected future cash flows of the venue over its remaining lease term using a weighted average cost of capital commensurate with the risk.
The following estimates and assumptions used in the discounted cash flow analysis impact the fair value of a venue’s long-lived assets:
discount rate based on our weighted average cost of capital and the risk-free rate of return;
sales growth rates and cash flow margins over the expected remaining lease terms;
strategic plans, including projected capital spending and intent to exercise renewal options, for the venue;
salvage values; and
other risks and qualitative factors specific to the asset or conditions in the market in which the asset is
located at the time the assessment was made.

During Fiscal 2019, the average discount rate, average sales growth rate and average cash flow margin growth rate used were 8.8%, 0.0% and 0.0%, respectively. We believe our assumptions in calculating the fair value of our long-lived assets are similar to those used by other marketplace participants. If actual results are not consistent with our estimates and assumptions, we may be exposed to additional impairment charges, which could be material to our Consolidated Statements of Earnings.
Accounting for Leases
The majority of our venues are leased. With the adoption of the new Accounting Standards Update 2016-02, Leases (Topic 842), effective December 31, 2018, we are required to recognize lease assets and lease obligations on the balance sheet. The determination of the lease obligations requires us to estimate the present value of our future lease commitments over their reasonably assured remaining lease term using a weighted average incremental borrowing rate commensurate with the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to our future lease payments in a similar economic environment. We utilized the transition method included in Leases (Topic 842): Target improvements which allowed us to apply ASU 2016-02 at the adoption date. Therefore, the presentation of financial information for periods prior to December 31, 2018 remained unchanged.
The terms of our venue leases vary in length from lease to lease, although a typical lease provides for an initial primary term of 10 years with two additional five year options to renew. We estimate the expected term of a lease by assuming the exercise of renewal options, in addition to the initial non-cancelable lease term, if the renewal is reasonably assured. Generally, “reasonably assured” relates to our contractual right to renew and the existence of an economic penalty that would preclude the abandonment of the lease at the end of the initial non-cancelable lease term. The expected term is used in the determination of our lease obligations. Additionally, the useful life of leasehold improvements is limited by the expected lease term or the economic life of the asset, whichever is shorter. If significant expenditures are made for leasehold improvements late in the expected term of a lease and renewal is reasonably assured, the useful life of the leasehold improvement is limited to the end of the reasonably assured renewal period or economic life of the asset.
The determination of the expected term of a lease requires us to apply judgment and estimates concerning the number of renewal periods that are reasonably assured. If a lease is terminated prior to reaching the end of the expected term, this may result in the acceleration of depreciation or impairment of a venue’s long-lived assets and lease right-of-use asset.
Recently Issued Accounting Guidance
Refer to Note 1. “Description of Business and Summary of Significant Accounting Policies” to our consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report for a description of recently issued accounting guidance.

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