iPic Entertainment Inc. (Form: 10-Q, Received: 08/09/2018 15:33:47)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2018.

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

For the transition period from ____________________ to _____________________

Commission File Number 001-38380

iPic Entertainment Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		82-3129582
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Mizner Park, 433 Plaza Real, Ste. 335, Boca Raton, Florida		33432
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: ( 561) 886-3232

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 ☐ No

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

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	☐	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 Exchange Act Rule 12b-2). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at August 1, 2018
Class A Common Stock, par value $0.0001 per share		7,112,974 shares
Class B Common Stock, par value $0.0001 per share		4,323,755 shares

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology, but the absence of these particular words does not mean that a statement is not forward-looking.

You should read this Form 10-Q, and the documents that we reference herein, with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

You should not place undue reliance on forward looking statements. The cautionary statements identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

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our inability to successfully identify and secure appropriate sites and timely develop and expand our operations in existing and new markets, including international markets;

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our inability to optimize our theater circuit through new construction and transforming our existing theaters;

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competition from other theater chains and restaurants;

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our inability to operate profitably;

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our dependence on a small number of suppliers for motion picture products;

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our inability to manage fluctuations in attendance in the motion picture exhibition industry;

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our inability to address the increased use of alternative film delivery methods or other forms of entertainment;

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our ability to serve menu items that appeal to our guests and to avoid food safety problems;

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our inability to obtain sufficient capital to open up new units, to renovate existing units and to deploy strategic initiatives;

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our ability to address issues associated with entering into long-term non-cancelable leases;

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our inability to protect against security breaches of confidential guest information;

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our inability to manage our growth;

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our inability to maintain sufficient levels of cash flow, or access to capital, to meet growth expectations;

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our inability to manage our substantial level of outstanding debt;

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our ability to continue as a going concern;

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our failure to meet any operational and financial performance guidance we provide to the public; and

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our ability to compete and succeed in a highly competitive and evolving industry.

Although the forward-looking statements in this Form 10-Q are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained. Should one or more of the risks or uncertainties referred to above and elsewhere in this Form 10-Q materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material and adverse respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

iPic Entertainment Inc.
Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	June 30, 2018			December 31, 2017
Assets
Cash and cash equivalents	$	6,642		$	10,505
Accounts receivable		3,409			5,313
Inventories		1,205			1,198
Prepaid expenses		1,997			3,423

Total current assets		13,253			20,439

Property and equipment, net		138,134			141,166
Deposits		241			218
Convertible note receivable		250			250

Total assets	$	151,878		$	162,073

Liabilities, Redeemable Non-controlling Interests and Stockholders’ / Members’ Equity (Deficit)
Accounts payable	$	10,450		$	11,759
Accrued expenses		2,351			2,709
Accrued interest		-			7,078
Accrued payroll		5,513			5,361
Accrued insurance		585			1,214
Taxes payable		1,047			1,232
Deferred revenue		5,068			8,144
Total current liabilities		25,014			37,497

Long-term debt – related party		168,379			142,603
Notes payable to related parties		-			50,242
Deferred rent		50,162			50,826
Accrued interest – long-term		798			5,130
Other long-term liabilities		1,325			-

Total liabilities		245,678			286,298

Commitments and Contingencies (Note 7)

Redeemable non-controlling interests		79,315			-

Members’ deficit		-			(124,225	)
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; 1,510,108 issued and outstanding as of June 30, 2018		-			-
Class B Common Stock; $0.0001 par value; 25,000,000 shares authorized; 9,926,621 issued and outstanding as of June 30, 2018		1			-
Additional paid-in capital		(170,096	)		-
Accumulated deficit		(3,020	)		-

Total stockholders’ / members’ equity (deficit)		(173,115	)		(124,225	)

Total Liabilities, Redeemable Non-controlling Interests and Stockholders’ / Members’ Equity (Deficit)	$	151,878		$	162,073

See accompanying notes to unaudited condensed consolidated financial statements.

iPic Entertainment Inc.
Unaudited Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

	Six Months Ended						Three Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017

Revenues
Food and beverage	$	40,252		$	37,701		$	20,260		$	18,498
Theater		32,773			30,780			16,462			14,967
Other		1,755			893			797			336
Total revenues		74,780			69,374			37,519			33,801

Operating expenses
Cost of food and beverage		10,718			10,307			5,231			5,073
Cost of theater		12,721			12,283			6,476			5,948
Operating payroll and benefits		19,598			18,906			9,020			9,309
Occupancy expenses		9,308			8,766			4,632			4,388
Other operating expenses		15,051			12,532			7,443			5,727
General and administrative expenses		9,359			6,639			4,812			2,727
Equity-based compensation		8,837			—			269			—
Depreciation and amortization expense		9,118			9,577			4,278			4,859
Pre-opening expenses		—			1,632			—			1,000
Impairment of property and equipment		—			3,332			—			3,332
Loss on abandonment of lease		1,839						—			—
Operating expenses		96,549			83,974			42,161			42,363

Operating loss		(21,769	)		(14,600	)		(4,642	)		(8,562	)

Other expense
Interest expense, net		(8,512	)		(7,783	)		(3,897	)		(4,011	)
Total other expense		(8,512	)		(7,783	)		(3,897	)		(4,011	)

Net loss before income tax expense		(30,281	)		(22,383	)		(8,539	)		(12,573	)

Income tax expense		43			43			22			22

Net loss		(30,324	)		(22,426	)		(8,561	)		(12,595	)
Less: Net loss attributable to non-controlling interests		(22,862	)		—			(7,534	)		—
Net loss attributable to iPic Entertainment Inc.	$	(7,462	)	$	(22,426	)	$	(1,027	)	$	(12,595	)

Net loss per Class A common share (Note 11) ⁽¹⁾
Basic	$	(2.10	)				$	(0.59	)
Diluted	$	(2.10	)				$	(0.59	)

Weighted-average number of Class A common shares outstanding (Note 11) ⁽¹⁾
Basic		1,435,885						1,733,031
Diluted		1,435,885						1,733,031

⁽¹⁾	Basic and diluted net loss per Class A common share is applicable only for periods after the Company’s IPO. See Note 11 “Net Loss per Share”.

See accompanying notes to unaudited condensed consolidated financial statements.

iPic Entertainment Inc.
Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

	Six Months Ended June 30,
	2018			2017

Cash used in operating activities	$	(14,412	)	$	(13,333	)

Cash flows from investing activities:
Purchases of property and equipment		(6,078	)		(11,395	)
Investment in convertible note receivable		-			(250	)

Net cash used in investing activities		(6,078	)		(11,645	)

Cash flows from financing activities:
Members’ contributions		2,500			12,057
Proceeds from issuance of common stock sold in initial public offering, net of offering costs		12,325			-
Repayment of notes payable to related parties		(15,000	)		(208	)
Repayment of short-term borrowings		(1,198	)		-
Borrowings on long-term debt – related party		18,000			12,371

Net cash provided by financing activities		16,627			24,220

Net (decrease) in cash and cash equivalents		(3,863	)		(758	)
Cash and cash equivalents at the beginning of period		10,505			4,653

Cash and cash equivalents at the end of period	$	6,642		$	3,895

See accompanying notes to unaudited condensed consolidated financial statements.

iPic Entertainment Inc.
Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

	Six Months Ended June 30,
	2018		2017
Supplemental disclosures of cash flow information:
Cash paid for interest, net of amounts capitalized	$	9,561	$	7,552
Cash paid for income taxes	$	87	$	87

Supplemental disclosures of non-cash activity:
Property and equipment financed through liabilities	$	730	$	949
Insurance premiums financed through short term borrowings	$	1,198	$	-
Interest payment-in-kind	$	7,776	$	-
Conversion of notes payable to related parties to equity	$	37,157	$	-
Non-cash capital distributions	$	-	$	(2,270	)

See accompanying notes to unaudited condensed consolidated financial statements.

iPic Entertainment Inc.

Unaudited Condensed Consolidated Statements of Changes in Redeemable
Non-controlling Interests and Stockholders’ / Members’ Equity (Deficit)

(In thousands, except share and per share data)

	Members’ Equity			Class A Common Stock				Class B Common Stock				Additional Paid In			Accumulated			Total Stockholders’/ Members’ Equity			Redeemable Non-controlling
	(Deficit)			Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)			Interests
Equity (Deficit) – December 31, 2017	$	(124,225	)		-	$	-		-	$	-	$	-		$	-		$	(124,225	)	$	-
Activity prior to the initial public offering and related organizational transactions:
Net loss		(4,442	)		-		-		-		-		-			-			(4,442	)		-
Members’ contributions		2,500																	2,500
Equity-based compensation		95			-		-		-		-		-			-			95			-
Effects of the initial public offering and related organizational transactions:
Issuance of Class A common stock in the IPO, net of underwriting discount and offering costs		-			818,429		-		-		-		1,375			-			1,375			10,948
Issuance of common stock					429,730		-		9,926,621		1		-			-			1
Conversion of notes payable and accrued interest		-					-				-		4,151						4,151			33,006
Allocation of equity to non-controlling interests in iPic-Gold Class Holdings, LLC		126,072			-		-		-		-		(14,083	)		-			111,989			(111,989	)
Activity subsequent to the initial public offering and related organizational transactions:
Net loss		-			-		-		-		-		-			(3,020	)		(3,020	)		(22,862	)
Equity-based compensation		-			-		-		-		-		1,154			-			1,154			7,588
Issuance of Class A common stock		-			261,949		-						(69	)					(69	)		-
Remeasurement of redeemable non-controlling interests													(162,624	)					(162,624	)		162,624
Equity (Deficit) – June 30, 2018	$	-			1,510,108	$	-		9,926,621	$	1	$	(170,096	)	$	(3,020	)	$	(173,115	)	$	79,315

See accompanying notes to unaudited condensed consolidated financial statements.

iPic Entertainment Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2018 and 2017

($ in thousands, except share and per share data)

NOTE 1 — Organization and Summary of Significant Accounting Policies

Organization

iPic Entertainment Inc. (“iPic”) was formed as a Delaware corporation on October 18, 2017. iPic was formed for the purpose of completing an initial public offering (“IPO”) and related transactions in order to carry on the business of iPic-Gold Class Entertainment, LLC (“iPic-Gold Class”) and its subsidiaries. The IPO occurred on February 1, 2018; refer to Note 2 “Initial Public Offering” for details of the IPO and the related transactions. Additionally, iPic-Gold Class Holdings LLC (“Holdings”) was formed as a Delaware limited liability company on December 22, 2017, to hold the equity interests in iPic-Gold Class. As of the completion of the IPO and related transactions, iPic is the sole managing member of Holdings, and Holdings is the sole managing member of iPic-Gold Class and its subsidiaries. iPic-Gold Class and its subsidiaries continue to conduct the business conducted by these subsidiaries prior to the IPO and related transactions. Prior to the consummation of the IPO, iPic had no operations or activities.

Holdings is considered a variable interest entity (“VIE”) of iPic Entertainment Inc. iPic is the primary beneficiary due to the following factors: it has an economic interest in Holdings, it is the sole managing member, and it has decision-making authority that significantly affects the economic performance of the entity, while the non-controlling interest holders have no substantive kick-out or participating rights. As a result, Holdings is consolidated as part of iPic. The assets and liabilities of Holdings represent all of our consolidated assets and liabilities.

As a result of the IPO and the related transactions on February 1, 2018, iPic consolidates the financial results of Holdings and iPic-Gold Class and its subsidiaries with its financial results and reports non-controlling interests to reflect the interests of Common Units (as defined below in Note 2 “Initial Public Offering”) of Holdings held by parties other than iPic. iPic-Gold Class has been determined to be the predecessor for accounting purposes and, accordingly, the unaudited condensed consolidated financial statements for periods prior to the IPO and Organizational Transactions (as defined below in Note 2 “Initial Public Offering”) have been adjusted to combine the previously separate entities for presentation purposes. Amounts as of December 31, 2017, for the period from January 1, 2018 to January 31, 2018, and for the three and six months ended June 30, 2017 presented in the unaudited condensed consolidated financial statements and notes to unaudited condensed consolidated financial statements herein represent the historical operations of iPic-Gold Class. The amounts for the period from February 1, 2018 through June 30, 2018 reflect the consolidated operations of the Company. iPic and its subsidiaries are collectively referred to throughout the unaudited condensed consolidated financial statements and related notes as the “Company”, “we”, “our” or “us”.

Principles of Consolidation

The accompanying (a) unaudited condensed consolidated balance sheet as of December 31, 2017, which has been derived from audited financial statements that included explanatory going concern language in the independent registered public accounting firm’s report accompanying those statements, and (b) the unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all normal and recurring adjustments that are necessary for the fair presentation of the financial position of the Company as of June 30, 2018, the results of operations for the three and six month periods ended June 30, 2018 and 2017 and the cash flows for the six month periods ended June 30, 2018 and 2017, and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2017.

All significant intercompany balances and transactions have been eliminated in consolidation. Due to the seasonal nature of the Company’s business, results for the periods presented are not necessarily indicative of the results to be expected for a full year. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

Seasonality

Our revenues are dependent upon the timing and popularity of film releases by distributors. The most marketable films are usually released during the summer and the calendar year-end holiday season. Therefore, our business is subject to significant seasonal fluctuations, with higher attendance and revenues generally occurring during the summer months and year-end holiday season. As a result, our results of operations may vary significantly from quarter to quarter and from year to year.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates include assessing the collectability of accounts receivable, breakage on gift cards and the useful life and impairment of long-lived assets. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

During the three months ended June 30, 2018, the Company recorded a reversal of a prior bonus accrual of $1,265 which is included in operating payroll and benefits in the unaudited condensed consolidated statements of operations.

Locations

At June 30, 2018 and 2017, the Company operated a total of fifteen and sixteen cinemas, respectively, in the following locations throughout the United States:

● Glendale, Wisconsin ¹	● Scottsdale, Arizona
● Pasadena, California	● Bolingbrook, Illinois
● Austin, Texas	● South Barrington, Illinois
● Fairview, Texas	● Los Angeles, California
● Boca Raton, Florida	● Houston, Texas
● Bethesda, Maryland	● Fort Lee, New Jersey
● North Miami, Florida	● New York, New York
● Redmond, Washington	● Dobbs Ferry, New York ²

¹ Location was closed in the first quarter of 2018. Refer to Note 3 “Property and Equipment”.

² Location was opened in the second quarter of 2017.

Fair Value of Financial Instruments

The fair value of accounts receivable and accounts payable approximate their respective carrying values due to the short-term nature of those instruments. The Company believes it is not practicable to determine the fair value of its debt without incurring excessive costs because interest rates and other terms for similar debt are not readily available.

New Accounting Pronouncements

As an emerging growth company, the Company has elected the option to defer the effective date for adoption of new or revised accounting guidance. This option allows the Company to adopt new guidance on the effective date for entities that are not public business entities.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU No. 2014-09 permits the use of either the retrospective or modified retrospective transition method. The original effective date for ASU No. 2014-09 has been deferred and is now effective for public business entities, certain non-for-profit entities, and certain employee benefit plans for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU No. 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. The Company believes that the adoption of ASU No. 2014-09 will primarily impact its accounting for its membership program, gift cards, customer incentives and amounts recorded as deferred revenue. The Company is continuing to further evaluate the full impact that ASU No. 2014-09 will have on its unaudited condensed consolidated financial statements and related disclosures. To that end, the Company has begun conducting initial analyses to determine necessary adjustments to existing accounting policies and to support an evaluation of the impact of ASU No. 2014-09 on the Company’s unaudited condensed consolidated results of operations and financial position.

In 2016, the FASB issued various amendments to ASU No. 2014-09, including ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenues Gross versus Net) , ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients and ASU No. 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements . The purpose of this additional guidance is to clarify the implementation of ASU No. 2014-09. This guidance is effective concurrent with ASU No. 2014-09.

In February 2016, the FASB codified Accounting Standards Codification (“ASC”) Topic No. 842, Leases , which requires companies to present substantially all leases on their balance sheets but continue to recognize expenses on their income statements in a manner similar to today’s accounting. The new guidance also will result in enhanced quantitative and qualitative disclosures, including significant judgments made by management, to provide greater insight into the extent of expenses expected to be recognized from existing leases. The new guidance requires companies to adopt its provisions by modified retrospective adoption and will be effective for public business entities for years beginning after December 15, 2018, including interim periods within those years. Nonpublic business entities should apply the amendments for years beginning after December 15, 2019, and interim periods within years beginning after December 15, 2020. Early application is permitted for all entities upon issuance. In January 2018, the FASB issued ASU No. 2018-01, as an amendment to ASC Topic No. 842, Leases , which is a land easement practical expedient. If the Company elects to use this practical expedient, the Company would evaluate new or modified land easements under this ASU beginning at the date of adoption. The Company is currently evaluating the impacts this new guidance will have on its unaudited condensed consolidated financial statements. The Company currently expects that the majority of its operating lease commitments will be recognized as operating lease liabilities and right-of-use assets upon adoption of the new guidance. The Company expects that adoption will result in a material increase in the assets and liabilities presented in its unaudited condensed consolidated balance sheets. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842. The amendments in ASU No. 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842), and have the same effective and transition requirements as ASU No. 2016-02.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The purpose of ASU No. 2016-15 is to reduce the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No. 2016-15 is effective for public business entities for years beginning after December 15, 2017, and interim periods within those years. For all other entities, the amendments are effective for years beginning after December 15, 2018, and interim periods within years beginning after December 15, 2019. Early application is permitted, including adoption in an interim period. The Company is evaluating the impact that ASU No. 2016-15 will have on its unaudited condensed consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU No. 2017-01 provides new guidance clarifying the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU No. 2017-01 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, with early adoption permitted. Amendments in this ASU are applied prospectively and no disclosures are required at transition. Upon adoption, the Company will apply the provisions of this ASU in evaluating future acquisitions (or disposals).

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718), to provide guidance on determining which changes to the terms or conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted, and is applied prospectively to changes in terms or conditions of awards occurring on or after the adoption date. The Company adopted this pronouncement for the fiscal year beginning January 1, 2018. The adoption of ASU 2017-09 did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities From Equity (Topic 480) And Derivatives And Hedging (Topic 815). The amendments in Part I of this ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260, Earnings Per Share , to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options ), including related EPS guidance (in Topic 260). The amendments in Part II of ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities From Equity (Topic 480) And Derivatives And Hedging (Topic 815) recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of the ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is evaluating the impact that ASU No. 2017-11 will have on its unaudited condensed consolidated financial statements.

In June 2018, FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) , to expand the scope of ASC Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 is effective for public business entities for years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments are effective for years beginning after December 15, 2019, and interim periods within years beginning after December 15, 2020. Early application is permitted, but the provisions of this ASU are not to be adopted before an entity adopts ASC Topic 606. The Company is evaluating the effects of adoption of ASU No. 2018-07will have on its unaudited condensed consolidated financial statements.

In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements . This standard does not prescribe any new accounting guidance but makes changes to a variety of topics to clarify, correct errors in, or make minor improvements to several different FASB Accounting Standards Codification areas. The majority of the amendments in ASU No. 2018-09 will be effective for public companies in annual periods beginning after December 15, 2018. For all other entities, the majority of the amendments are effective for years beginning after December 15, 2019. The Company is currently evaluating the effects the adoption of ASU No. 2018-09 will have on its unaudited condensed consolidated financial statements.

Note 2 — Initial public offering

Initial Public Offering

On February 1, 2018, iPic Entertainment Inc. completed its IPO of 818,429 shares of Class A Common Stock at a price of $18.50 per share. iPic Entertainment Inc. received approximately $13,600 in proceeds, net of underwriting discounts and commission, but before offering expenses of approximately $1,500. iPic Entertainment Inc. used the proceeds to purchase 7.32% of newly issued common units of iPic-Gold Class Holdings LLC (“Common Units”), which became the sole managing member of iPic-Gold Class in a series of related transactions that occurred concurrently with the IPO, at a price per Common Unit equal to the IPO price per share of Class A Common Stock, less underwriting discounts and commissions. As a result of the IPO, the continuing owners of iPic-Gold Class Holdings LLC control approximately 92.68% of the combined voting power of all classes of iPic Entertainment Inc.’s common stock as a result of their ownership of 429,730 shares of iPic Entertainment Inc.’s Class A Common Stock and all of the outstanding shares of iPic Entertainment Inc.’s Class B Common Stock, each share of which is entitled to one vote on all matters submitted to a vote of iPic Entertainment Inc.’s stockholders.

Subsequent to the IPO and the Organizational Transactions (as defined below) our sole asset is Common Units of Holdings.

Organizational Transactions

Immediately prior to or in connection with the closing of our IPO on February 1, 2018, we and the pre-IPO owners of iPic-Gold Class (the “Original iPic Equity Owners ”) consummated the following organizational transactions (the “Organizational Transactions”):

	●	All of the membership interests in iPic-Gold Class were contributed by the Original iPic Equity Owners to Holdings in exchange for all of the membership interests in Holdings (the “LLC Interests”), following which iPic-Gold Class became 100% owned and controlled by Holdings;
	●	We amended and restated the limited liability company agreement of Holdings (the “Holdings LLC Agreement”), to, among other things, provide for the organizational structure described below under “Organizational Structure Following the IPO”;
	●	We amended and restated the limited liability company agreement of iPic-Gold Class to appoint Holdings as the sole managing member of iPic-Gold Class and to reflect iPic-Gold Class’s status as a wholly-owned subsidiary of Holdings;
	●	Certain of the Original iPic Equity Owners transferred the LLC Interests that they held in Holdings to certain direct or indirect members of such Original iPic Equity Owners. The recipients of these LLC Interests, together with the Original iPic Equity Owners that did not transfer any of the LLC Interests that they held in Holdings, are collectively referred to herein as the “Continuing iPic Equity Owners”;
	●	We amended and restated iPic’s Certificate of Incorporation to, among other things, (i) provide for Class A Common Stock and Class B Common Stock and (ii) issue shares of Class B Common Stock to the Continuing iPic Equity Owners, on a one-to-one basis with the number of LLC Interests they owned, for nominal consideration;
	●	We issued 818,429 shares of our Class A Common Stock to the purchasers in the IPO in exchange for net proceeds of approximately $13,600 at $18.50 per share, after deducting selling agents’ discounts and commissions but before offering expenses payable by us.;
	●	We used all of the net proceeds from the IPO to purchase newly-issued LLC Interests from Holdings at a purchase price per interest equal to the net proceeds, before expenses, to us per share of Class A Common Stock, collectively representing 7.32% of Holdings’ outstanding LLC Interests; and
	●	We issued 429,730 shares of our Class A Common Stock to certain Continuing iPic Equity Owners in exchange for an equivalent number our Class B Common Stock and LLC Interests they owned.

Organizational Structure Following the IPO

Immediately following the completion of the IPO:

	●	iPic is the sole manager of Holdings, and Holdings is the sole managing member of iPic-Gold Class. iPic, therefore, directly or indirectly controls the business and affairs of, and conducts its day-to-day business through, iPic-Gold Class and its subsidiaries;
	●	iPic’s Amended and Restated Certificate of Incorporation and the Holdings LLC Agreement require that (i) we at all times maintain a ratio of one LLC Interest owned by us for each share of Class A Common Stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities), and (ii) Holdings at all times maintain (x) a one-to-one ratio between the number of shares of Class A Common Stock issued by us and the number of LLC Interests owned by us and (y) a one-to-one ratio between the number of shares of Class B Common Stock owned by the Continuing iPic Equity Owners and the number of LLC Interests owned by the Continuing iPic Equity Owners;
	●	Class A Common Stockholders own 1,248,159 shares of Class A Common Stock, representing approximately 11.17% of the combined voting power of our Class A and Class B Common Stock, and participate in approximately 11.17% of the economic interest in Holdings; and
	●	The Continuing iPic Equity Owners own (i) LLC Interests, representing 88.83% of the economic interest in Holdings, and (ii) through their ownership of Class A and Class B Common Stock, approximately 92.68% of the combined voting power of our Class A and Class B Common Stock. Following the IPO, each LLC Interest held by the Continuing iPic Equity Owners is redeemable, at the election of such members, for, at our option, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Interest redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). In the event of such election by a Continuing iPic Equity Owner, we may, at our option, instead effect a direct exchange of cash or Class A Common Stock for such LLC Interests in lieu of such a redemption. Any such redemption or exchange is required to be in accordance with the terms of the Holdings LLC Agreement. When a Continuing iPic Equity Owner’s LLC Interests are redeemed or exchanged, we will cancel the number of shares of Class B Common Stock held by such Continuing iPic Equity Owner equal to the number of LLC Interests of such Continuing iPic Equity Owner that were redeemed or exchanged. The decisions made by us are made by our board of directors, which currently includes directors who hold LLC Interests or are affiliated with holders of LLC Interests and may include additional directors with similar affiliations in the future.

Although we own a minority economic interest in Holdings, we have the sole voting interest in, and control the management of Holdings and, indirectly, iPic-Gold Class. As a result, we consolidated on February 1, 2018 both Holdings and iPic-Gold Class in our unaudited condensed consolidated financial statements and will report non-controlling interests related to the LLC Interests held by the Continuing iPic Equity Owners on our unaudited condensed consolidated financial statements.

Issuance of Warrants

On February 1, 2018, upon the closing of the IPO, the Company issued certain warrants to the selling agents (the “Selling Agents’ Warrants”) to purchase a number of shares of the Common Stock equal to 2.2% of the total shares of the Common Stock sold in the IPO. This equated to a total of 18,005 shares. The Selling Agents’ Warrants are exercisable commencing approximately 13 months after the date of the applicable closing, and be exercisable for three and a half years after such date. The Selling Agents’ Warrants are not redeemable by the Company. The exercise price for the Selling Agents’ Warrants is $23.125 which equals 125% of the public offering price of $18.50. The fair value of the warrants of $90 was offset against the proceeds received from the IPO.

Note 3 — VARIABLE INTEREST ENTITIES

In May 2017, certain members of the Company established a limited liability company, iPic-Delray Investment, LLC (“Delray”) which has a 50% ownership in a joint venture, Delray Beach 4th and 5th Avenue Developer, LLC (Developer”). Developer owns 8% of a limited liability company, Delray Beach 4th and 5th Avenue Holdings, LLC (“4th and 5th Avenue Holdings”) that is developing an area in Delray Beach, Florida to include a theater complex, office space, retail shops and parking garages. The Company will be the lessee of the theater and a portion of the office space, which will serve as the Company’s new headquarters. In total, the Company will lease approximately 65% of the available property.

In May 2017, the Company distributed construction in progress with a cost basis of approximately $2,300, primarily consisting of pre-development costs that had been incurred to date, to certain of its members (the owners of Delray). Those members in turn contributed those assets to Delray in exchange for their ownership interest. Delray then contributed those assets to Developer and 4th and 5th Avenue Holdings in exchange for its ownership interests in those entities. These capital contributions were determined to have an estimated fair value of approximately $6,400. As the fair value exceeded the contribution required to acquire Delray’s ownership in Developer and 4th and 5th Avenue Holdings, cash totaling approximately $4,000 was paid by the 92% owners of 4th and 5th Avenue Holdings to Developer as an initial distribution upon formation of the respective entities. Of this amount, approximately $3,400 was distributed by Developer to Delray, which Delray distributed to its owners. Delray’s owners then contributed this cash back to the Company. The distribution of assets was accounted for by the Company at carryover basis with a resulting increase in equity resulting from the difference between the cash received from its members and the cost basis of the assets distributed.

Delray is not a business and was established to participate in the development of the theater and office space. The Company has a shared services agreement with Delray to provide Delray with employees, technical services, administrative and support services. Under this agreement the Company agreed to assume operating responsibility for Developer under the ultimate supervision and control of Delray pursuant to a development management agreement that Developer has with 4th and 5th Avenue Holdings to provide these services. These agreements will end upon completion of the development of the project, which is anticipated to occur in January 2019. The Company will be paid an annual fee for these services under the shared services agreement that equates to 50% of the fee paid to Developer under the development management agreement. The other 50% will be paid to the other 50% owner of Developer. In addition, the Company is obligated to cover certain losses or additional capital calls that may arise related to a completion guaranty on the development project. The Company has also signed an indemnification agreement, along with an affiliate of the other 50% owner of Developer, to indemnify 4th and 5th Avenue Holdings for certain conditions and to maintain a minimum aggregate net worth, on a combined basis, of $15,000 which shall include $1,650, on a combined basis, of liquid assets through the completion of the development of the project. Should the combined net worth of the Company and the affiliate of the other 50% owner in Developer fall below $15,000, the parties must provide additional collateral to 4th and 5th Avenue Holdings subject to their review and consent.

Delray was determined to be a VIE because its total equity at risk is not sufficient to finance its activities without additional subordinated financial support from any entities. Based on the Company’s qualitative analysis, the Company made the determination that while it has the obligation to absorb losses of Delray that may be significant pursuant to the completion guaranty, it does not have the power to direct the activities of Delray that most significantly impact its economic performance. Therefore, consolidation of Delray by the Company is not required because the Company is not the primary beneficiary of Delray.

Developer and 4th and 5th Avenue Holdings were also determined by the Company to be VIE’s because their total equity at risk is not sufficient to finance their activities without additional subordinated financial support from any entities. The Company’s involvement with these entities consists of assisting in the formation and financing of the entities, providing recourse and/or liquidity support if necessary, and receiving fees for services provided under the shared services agreement through the development management agreement. Based on the Company’s qualitative analysis, including consideration of the related party nature of the entities involved, the Company is not required to consolidate Developer because power is shared 50/50 under the terms of the joint venture agreement. In addition, based on the Company’s qualitative analysis, the Company is not required to consolidate 4th and 5th Avenue Holdings because the nature of the Company’s involvement with the activities of 4th and 5th Avenue Holdings does not give it the power over decisions that most significantly impact 4th and 5th Avenue Holdings’ economic performance.

The Company’s largest exposure to any single unconsolidated VIE is its responsibility to act under the completion guaranty whereby the Company is obligated to cover certain losses or additional capital calls required by Delray until the completion of the development of the project related to its ownership in Developer. Of this amount, the Company would be responsible for half with the other half being guaranteed by an affiliate of the other 50% owner of Developer. As of June 30, 2018 and December 31, 2017, the value of this potential guarantee was determined to be nominal, as the probability of the Company’s requirement to act under the guarantee was determined to be remote. The Company did not hold any assets or liabilities in any of the unconsolidated VIEs as of June 30, 2018 and December 31, 2017. The Company will continue to evaluate its relationships to these VIEs on an ongoing basis.

Note 4 — Property And Equipment

Property and equipment, net consists of the following:

	June 30, 2018			December 31, 2017
Leasehold improvements	$	138,630		$	137,675
Furniture, fixtures and office equipment		57,912			53,888
Construction in progress (site development)		2,580			2,124
Projection equipment and screens		12,705			12,330
Computer hardware and software		7,260			6,983
		219,087			213,000
Less: accumulated depreciation and amortization		(80,953	)		(71,834	)
Total	$	138,134		$	141,166

After a detailed review of all seven locations with Generation I auditoriums, the Company decided against reinvestment at its Glendale, Wisconsin location, where the Bayshore Mall was placed into receivership. The Company instead announced the closing of this location effective March 8, 2018. The decision to close the location was made during an all-hands conference call on March 5, 2018. The events giving rise to that decision include the mall entering receivership during the last quarter of 2017 and the underperformance of the site during the first quarter of 2018. The Company evaluated the long-lived assets at its Glendale location at December 31, 2017 and determined that the long-lived assets with a carrying value of $428 were no longer recoverable. Consequently, the assets were written down to $0.

The remaining minimum lease obligation at the date of closure was approximately $4,100 over the next seven years.

The Company has established a liability of $1,839 for the remaining lease obligation associated with the Glendale location in the accompanying unaudited condensed consolidated balance sheets. The current portion of the lease liability is included with “Accrued expenses” and the long-term portion is included in “Other long-term liabilities”. As of June 30, 2018, the future lease obligation was recorded at present value and discounted at an annual rate of 13%. Sublease payments were anticipated to be received 24 months from the abandonment date. The sublease payments were estimated to be 50% less than the Company’s lease payment obligation through the remainder of the lease.

The Company capitalizes interest costs on borrowings incurred during the new construction or upgrade of qualifying assets. During the six months ended June 30, 2018 and 2017, the Company incurred interest costs totaling $8,512 and $7,977 respectively, of which $0 and $195 was capitalized, respectively. For the three months ended June 31, 2018 and 2017, the Company incurred interest costs totaling $3,897 and $4,070, respectively, of which $0 and $59 was capitalized, respectively.

NOTE 5 — BORROWINGS

Notes Payable to Related Parties

Notes payable to related parties consist of the following:

	June 30, 2018		December 31, 2017
5.00% VR iPic Finance, LLC notes	$	--	$	16,125
5.00% VR iPic Finance, LLC demand notes		--		14,461
10.50% Village Roadshow Attractions USA, Inc. notes		--		15,000
5.00% Village Roadshow Attractions USA, Inc. notes		--		1,071
5.00% iPic Holdings, LLC notes		--		547
5.00% Regal/Atom Holdings, LLC note		--		3,038
Total	$	--	$	50,242

On February 1, 2018, the 5% notes plus accrued interest totaling $37,157 were converted to equity to satisfy the holders’ capital call in accordance with the iPic-Gold Class LLC Agreement prior to the IPO.

The 10.50% Village Roadshow Attractions USA, Inc note for $15,000 plus the minimum interest payable of $3,000 was refinanced through additional borrowings under the Non-revolving Credit Facility.

Long-Term Debt — Related Party

The Company has a $225,828 non-revolving credit facility (the “Non-revolving Credit Facility”) with the Teachers’ Retirement System of Alabama (the “TRSA”) and The Employees’ Retirement System of Alabama (the “ERSA”) (the TRSA and the ERSA are known collectively as the “RSA”). The terms of the facility provide that the Company can borrow under the facility for a thirteen-year period commencing September 30, 2010 in three tranches (hereinafter, “Tranche 1”, “Tranche 2”, and “Tranche 3”). Proceeds of the loans were initially to be used for up to 80% of eligible construction costs. As a condition to any advance, the Company was required to provide funding for the applicable project costs in an amount equal to 25% of such advance, with the proceeds of either (x) contributions to the Company from certain shareholders (other than RSA) or (y) subordinated loans to the Company from certain shareholders (other than RSA) (the “Matching Requirement”). In addition, the remaining availability required the Company to achieve certain operating targets to continue borrowing (the “Operating Target Requirement”). On June 22, 2018 the Non-revolving Credit Facility was modified to permit us to borrow up to $17,923 on five planned remodeling projects. An amount equal to eighty percent (80%) of the total costs to develop each project constitutes a “Project Tranche”. Any changes to the amount of a Project Tranche (either increases or decreases) are subject to prior written consent from the lender. On June 29, 2018 the Non-revolving Credit Facility was further modified to permit us to borrow funds up to $8,233 for working capital expenses (including, among other things, accrued interest on the Non-revolving Credit Facility, which may be paid in kind), in addition to the borrowing for planned 2018 remodeling projects. On June 22, 2018, the Non-revolving Credit Facility was amended to remove the Matching Requirement, on June 29, 2018 to remove the Operating Target Requirement for planned remodeling and working capital advances.

The Tranche 1 and Tranche 2 commitment amounts of $15,828 and $24,000 respectively, were fully borrowed against as of June 30, 2018 and December 31, 2017. Of the total commitment amounts of $186,000 available in Tranche 3, $128,551 and $102,775 were borrowed as of June 30, 2018 and December 31, 2017, respectively.

The effective interest rate on Tranche 1 and Tranche 2 borrowings is approximately 6.95% per annum. The cumulative difference between the interest computed using the stated interest rates (8.00% at June 30, 2018 and December 31, 2017) and the effective interest rate of 6.95% is $798 and $976 at June 30, 2018 and December 31, 2017, respectively, and is recorded in “Accrued interest - long-term” in the accompanying unaudited condensed consolidated balance sheets. The interest rate on Tranche 3 borrowings is fixed at 10.50% per annum.

Accrued interest of $7,776 was not paid to the RSA on June 30, 2018, but treated as payment-in-kind interest and added to Tranche 3.

Short-Term Financing

The Company periodically enters into short-term financing arrangements to finance the costs of its property and casualty insurance premiums. The loans are due in equal monthly installments of principal and interest, generally paid over a period of less than one year. Interest accrues on the unpaid principal at 3.63% per annum. At June 30, 2018 and December 31, 2017, the Company’s obligation under premium financing arrangements was $585 and $1,214, respectively, and is included in accrued insurance in the accompanying unaudited condensed consolidated balance sheets.

NOTE 6 — EQUITY

Redeemable Non-controlling Interests

Immediately following the IPO, each LLC Interest held by the Continuing iPic Equity Owners is redeemable, at the election of such members, for, at the option of the majority of the Company’s Board of Directors, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Interest redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). If iPic decides to make a cash payment, the Continuing iPic Equity Owners have the option to rescind the redemption request within a specified time period. Upon the exercise of the redemption right, the redeeming member will surrender its LLC Interests to Holdings for cancellation. If iPic does not make an election between share or cash settlement within a prescribed period, then it is deemed to have elected share settlement. Holders of the Class B Common Stock are not entitled to distributions or dividends, whether cash or stock, and have no economic interest in iPic Entertainment Inc. Holders of Class B Common Stock are entitled to cast one vote per share, with the number of shares of Class B Common Stock held by each Continuing iPic Equity Owner equivalent to the number of LLC Interests held by such Continuing iPic Equity Owner.

As of June 30, 2018, the non-controlling interests were considered to be redeemable, and therefore as of the balance sheet date, the Company adjusted the value of the interests to the full redemption amount. As noted in the Holdings LLC agreement, the redemption amount is based on the volume weighted average market price (“VWAMP”) of the Class A shares of iPic Entertainment Inc. for the last five days of the period prior to redemption. At June 30, 2018, the VWAMP was approximately $7.99 resulting in a redemption amount of approximately $79,315. The Company has recorded the difference between the carrying amount of non-controlling interests and the current redeemable value, $162,624, as an increase to redeemable non-controlling interests and a corresponding decrease to additional paid-in capital.

Private Placement

On February 1, 2018, the Company closed a private placement of $2,500 from an affiliate of one of its existing investors, Regal Cinemas, which had previously invested $12,000 in April 2017.

2017 Equity Incentive Plan

In connection with the IPO and related transactions, the iPic-Gold Class Entertainment, LLC 2017 Equity Incentive Plan (or the “2017 Equity Incentive Plan”), was migrated to iPic Entertainment Inc. and any awards granted under the 2017 Equity Incentive Plan were converted into options to acquire Class A Common Stock of iPic. Under the plan, equity awards may be made in respect of 1,600,000 iPic shares, and the number of authorized shares is subject to automatic increases which begin in fiscal year 2019. Under the 2017 Equity Incentive Plan, awards may be granted in the form of options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalent rights and share awards. As of June 30, 2018, iPic Entertainment Inc had granted 955,300 Non-Qualified Options with an exercise price of $18.13 per share. The migration of the 2017 Equity Incentive Plan did not result in any changes to the terms and conditions, therefore no modification was deemed to have occurred.

Each Incentive Option and Non-Qualified Option (as defined by Section 422 of the Internal Revenue Code of 1986, collectively “Options”) contains the following material terms:

(i)	the exercise price, which shall be determined by the Committee at the time of grant, shall not be less than the greater of (i) the par value of the stock and (ii) 100% of the Fair Market Value (defined as the closing price at the close of the primary trading session of the units on the date immediately prior to the date of the grant on the principal national security exchange on which the common stock is listed or quoted, as applicable) of the common stock of the Company, provided that if there is a grant of an incentive option to a recipient of the owns more than ten percent (10%) of the total combined voting power of all classes of securities of the Company, the exercise price shall be at least 110% of the Fair Market Value;
(ii)	the term of each Option shall be fixed by the Committee, provided that such Option shall not be exercisable more than ten (10) years after the date such Option is granted, and provided further that with respect to an Incentive Option, if the recipient owns more than ten percent (10%) of the total combined voting power of the Company, the Incentive Option shall not be exercisable more than five (5) years after the date such Incentive Option is granted;
(iii)	subject to acceleration in the event of a Change of Control of the Company (as further described in the Plan), the period during which the Options vest shall be designated by the Committee;
(iv)	no Option is transferable and each is exercisable only by the recipient of such Option except in the event of the death of the recipient;
(v)	to the extent that the aggregate Fair Market Value of Incentive Options granted under the Plan are exercisable by a participant for the first time during any calendar year exceeds $100, such Incentive Options shall be treated as Non-Qualified Options; and
(vi)	with respect to Options granted to a director, the aggregate number of shares that may be issued under the Plan in any calendar year to an individual Director may not exceed that number of shares representing a Fair Market Value equal to the positive difference, if any, between $300, and the aggregate value of any annual cash retainer paid to the director.

Incentive stock options

The following is a summary of the Company’s Non-Qualified Options (as defined by Section 422 of the Internal Revenue Code of 1986, “Options”) activity:

	Options		Weighted Average Grant Date Fair Value Per Option		Weighted Average Exercise Price per Option
Outstanding - December 31, 2017		955,300	$	4.58	$	18.13
Exercisable - December 31, 2017		-	$	-	$	-
Granted		-		-		-
Exercised		-		-		-
Forfeited/Cancelled		-		-		-
Outstanding – June 30, 2018		955,300	$	4.58	$	18.13
Exercisable – June 30, 2018		10,300	$	4.58	$	18.13

As at June 30, 2018, the weighted average remaining contractual term of Options outstanding was 9.75 years.

At June 30, 2018, the total intrinsic value of the Options outstanding was $0. A total of 10,300 Options were vested as of June 30, 2018.

The Company recognized an aggregate of $602 and $0 in compensation expense during the six months ended June 30, 2018 and 2017, respectively, related to the Options. For the three months ended June 30, 2018 and 2017 the Company recognized an aggregate of $269 and $0 in compensation expense, respectively, related to the Option awards. At June 30, 2018, unrecognized stock-based compensation was $3,794 for the Options.

The fair value of the Options issued during the year ended December 31, 2017 were estimated using a Black-Scholes Options Pricing Model. For clarity, the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded and therefore the expected option term is calculated based on the simplified method, which results in an expected term based on the midpoint between the vesting date and the contractual term of the option.

Restricted stock units

On December 6, 2017 iPic granted 483,864 Restricted Stock Units (“RSUs”) to our named executive officers and certain other employees. The awards contained no future service requirement and fully vested when the IPO occurred. Therefore, on February 1, 2018, the Company recognized compensation expense related to these RSUs of approximately $8,235. The average grant date fair value of the RSUs was $17.02. At June 30, 2018 there was no unrecognized compensation costs related to the RSUs.

The RSUs will remain outstanding until the issuance of Class A shares on the different settlement dates. On May 15, 2018 247,755 of the RSUs were exchanged for Class A shares. On June 29, 2018 14,770 of the RSUs were exchanged for Class A shares. The remaining 221,339 RSUs will be exchanged for Class A shares on May 15, 2019.

Stock issuance

On June 29, 2018, the Company issued 45,849 unrestricted Class A common stock to the independent directors for director fees. The fair value of the award was $370, of which 50% of this amount has been recognized as director fees for the past 6 months of service. The remaining deferred portion will be recognized over the next six months of the year.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Operating Leases

At June 30, 2018, future minimum payments under non-cancelable operating leases are as follows.

2018 – 2019	$	20,176
2019 – 2020		22,330
2020 – 2021		23,035
2021 – 2022		23,570
2022 – 2023		23,790
Thereafter		251,973

	$	364,874

Certain operating leases require contingent rental payments based on a percentage of sales in excess of stipulated amounts. Rent expense during the six months ended June 30 was as follows:

	2018		2017
Minimum rentals	$	8,187	$	7,130
Contingent rentals		--		(44	)

	$	8,187	$	7,086

Rent expense during the three months ended June 30 was as follows:

	2018		2017
Minimum rentals	$	4,051	$	3,389
Contingent rentals		-		(25	)

	$	4,051	$	3,364

Litigation

The Company is exposed to litigation in the normal course of business.

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business.

The Company currently is a defendant in a class action lawsuit captioned Mary Ryan and Johanna Nielson v. iPic-Gold Class Entertainment, LLC, Case # BC 688633, which was filed in Superior Court of the State of California, County of Los Angeles, on December 29, 2017. This lawsuit asserts failure to pay minimum wage, pay overtime wages, provide meal breaks and rest periods, and provide accurate itemized wage statements with respect to certain workers.

The Company reserves for costs related to contingencies when a loss is probable and the amount is reasonably estimable. As of this date, the Company has not made a provision for the claim described above, due to the fact that it is currently not probable nor reasonably estimable. However, the outcome of the legal proceeding described above is uncertain, and depending upon what the facts reveal once the Company has had a chance to investigate the claim, it may choose to contest the suit or settle this claim. In either scenario, the Company could be subject to paying an amount that could have a material adverse impact on its results of operations in any given future reporting period.

Other than the lawsuit described above, where it is premature to determine what effect the claim will have on the business, the Company is currently not aware of any such legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the business, financial condition, operating results or cash flows. However, lawsuits or any other legal or administrative proceeding, regardless of the outcome, may result in diversion of resources, including management’s time and attention.

NOTE 8 — INCOME TAXES

	Six Months Ended June 30,
	2018			2017
Pre-tax book loss	$	(30,281	)	$	(22,383	)
Less: net loss prior to the Organizational Transactions		4,442			—
Less: net loss attributable to non-controlling interests		22,862			—
Net loss attributable to iPic before income taxes	$	(2,977	)	$	(22,383	)

Income taxes at U.S. federal statutory rate	$	(717	)	$	(7,834	)
State and local income taxes, net of federal benefit		(161	)		(787	)
Increase in valuation allowance		921			—
LLC flow-through structure		—			8,664
Income tax expense	$	43		$	43

	Three Months Ended June 30,
	2018			2017
Pre-tax book loss	$	(8,539	)	$	(12,573	)
Less: net loss prior to the Organizational Transactions		—			—
Less: net loss attributable to non-controlling interests		7,534			—
Net loss attributable to iPic before income taxes	$	(1,005	)	$	(12,573	)

Income taxes at U.S. federal statutory rate	$	(211	)	$	(4,401	)
State and local income taxes, net of federal benefit		(31	)		(444	)
Increase in valuation allowance		264			—
LLC flow-through structure		—			4,867
Income tax expense	$	22		$	22

We file U.S federal and state income tax returns in jurisdictions with varying statutes of limitations. As of June 30, 2018, the 2014 through 2016 tax years generally remain subject to examination by federal and most state tax authorities. The use of net operating losses generated in tax years prior to 2013 may also subject returns for those years to examination. The Company currently does not have any income tax audits in process.

Upon completion of the IPO on February 1, 2018, iPic Entertainment Inc. is subject to U.S. federal income taxes, as well as state and local taxes, which will be an allocable share of any net taxable income of Holdings (the sole managing member of iPic-Gold Class and 100% economic owner). Prior to this date, and as noted in Note 1 “Organization and Summary of Significant Accounting Policies”, iPic-Gold Class was a limited liability company. Accordingly, pursuant to its election under Section 701 of the Internal Revenue Code, each item of income, gain, loss, deduction or credit of iPic-Gold Class was ultimately reportable by its members in their individual tax returns, except in certain states and local jurisdictions where iPic-Gold Class was subject to income taxes.

NOTE 9 — MANAGEMENT’S PLAN REGARDING FUTURE OPERATIONS

The Company incurred a net loss for the six months ended June 30, 2018 of $30,324. In addition, the Company’s liabilities exceeded its assets by $93,800 and the Company had a working capital deficit of $11,761 at June 30, 2018.

The Company had cash and cash equivalents of $6,642 at June 30, 2018 and used approximately $14,412 in cash for operating activities for the six months ended June 30, 2018.

The Company’s ability to continue as a going-concern is dependent on its ability to generate sufficient cash from operating activities, which is subject to achieving its operating plans, and the continued availability of funding sources. The main sources of funding are expected to be the RSA Non-revolving Credit Facility and equity financing.

Management considers the continued availability of the Non-revolving Credit Facility to be a significant condition to meeting its payment obligations related to remodeling projects and our new build project in Delray Beach, Florida. Management believes that growth into new locations is critical to the Company’s ability to receive funding.”). On June 22, 2018, the Non-revolving Credit Facility was amended to remove the Matching Requirement and the Operating Target Requirement. On June 22, 2018 the Non-revolving Credit Facility was modified to permit us to borrow up to $17,923 on five planned remodeling projects. An amount equal to eighty percent (80%) of the total costs to develop each project constitutes a “Project Tranche”. Any changes to the amount of a Project Tranche (either increases or decreases) are subject to prior written consent from the lender. On June 29, 2018 the Non-revolving Credit Facility was further modified to permit us to borrow funds up to $8,233 for working capital expenses, in addition to the borrowing for planned 2018 remodeling projects.

Additionally, we are required to comply with Securities and Exchange Commission and NASDAQ rules and requirements when raising capital, which may make it more difficult for us to raise significant amounts of capital. If we cannot raise needed funds, we might be forced to make substantial reductions in our operating expenses, which could adversely affect our ability to implement our business plan and ultimately our viability as a company. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Consequently, due to the continued operating losses, negative working capital, negative cash flows from operating activities and limited access to additional funding through debt or equity infusions, management has determined that these matters raise substantial doubt about the Company’s ability to continue as a going concern. To meet our capital and operating needs, the Company is considering multiple alternatives, including, but not limited to, equity financings, debt financings and other funding transactions, as well as operational changes to increase revenues. No assurance can be given that any future financing or funding transaction will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on operations, in the case of debt financing or cause substantial dilution for stockholders, in the case of equity financing.

NOTE 10 — NON-CONTROLLING INTERESTS

As of June 30, 2018, 13.2% of Holdings’ ownership interests was held by iPic Entertainment Inc. The non-controlling interests represent the Holdings’ ownership interests not held by iPic Entertainment Inc. The ownership is summarized as follows:

	June 30, 2018
	Units		Ownership %
iPic Entertainment Inc.’s ownership of common units		1,510,108		13.20	%
Non-controlling interest holders’ ownership of common units		9,926,621		86.80	%
Total common units		11,436,729		100.00	%

The Company uses the weighted-average ownership percentages during the period to calculate the pretax income or loss attributable to iPic Entertainment Inc. and the non-controlling interest holders of Holdings.

NOTE 11 — NET LOSS PER SHARE

The Company computed net loss per share only for the period our common stock was outstanding during 2018, referred to as the “Post-IPO Period”. We have defined the Post-IPO Period as February 1, 2018, the date our shares began trading on the NASDAQ, through June 30, 2018, or 150 days of activity for the reporting period ended June 30, 2018. Basic net loss per share is computed by dividing the net loss attributable to Class A Common Stockholders for the Post-IPO Period by the weighted-average number of shares of Class A Common Stock outstanding during the Post-IPO Period. The weighted average number of Restricted Stock Units to be settled in shares of Class A Common Stock became fully vested on the IPO date. On May 15, 2018 247,755 of the RSUs were exchanged for Class A shares. On June 29, 2018 14,770 of the RSUs were exchanged for Class A shares. The remaining 221,339 RSUs will be exchanged for Class A shares on May 15, 2019. Prior to the IPO, the iPic-Gold Class membership structure included membership units. The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore, earnings per unit information has not been presented for periods prior to the IPO on February 1, 2018.

Diluted net loss per share is computed by adjusting the net loss available to Class A Common Stockholders and the weighted-average number of shares of Class A Common Stock outstanding to give effect to potentially dilutive securities. Shares of Class B Common Stock issued do not participate in earnings of the Company. As a result, the shares of Class B Common Stock are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of computing net loss per share. Class B Common Stockholders have the option to exchange an equivalent number of LLC Interests of Holdings for Class A Common Stock of iPic Entertainment Inc. maintaining a one-to-one ratio. Therefore, the equivalent number of shares of Class A Common Stock could be issuable in exchange for the Class B Common Stockholders’ LLC Interests of Holdings.

Basic and diluted loss per share/unit for the period ended June 30, 2018:

	February 1, 2018 through			Three Months Ended
	June 30, 2018			June 30, 2018
Numerator:
Net loss attributable to iPic Entertainment Inc. – Actual Dollars	$	(3,019,965	)	$	(1,026,864	)
Denominator:
Class A Common Stock		1,087,335	⁽¹⁾		1,353,475
Restricted Stock Units		348,550	⁽²⁾		379,556
Weighted-average Class A common shares outstanding for the period ended June 30, 2018		1,435,885			1,733,031

Net loss per Class A common share — basic and diluted	$	(2.10	)	$	(0.59	)

⁽¹⁾

1,248,159 issued on February 1, 2018 and 1,510,108 outstanding at June 30, 2018 (150 days outstanding/181 days in the period)

⁽²⁾

483,864 at February 1, 2018 and 267,764 outstanding at June 30, 2018 (150 days outstanding/181 days in the period)

The Company has issued potentially dilutive instruments in the form of our Non-Qualified Options granted to our employees and directors. In addition, warrants were issued to selling agents upon completion of the IPO for services rendered. The Company did not include any of these instruments in its calculation of diluted net loss per share during the period because to include them would be anti-dilutive due to the Company’s loss from operations during the period.

The following table summarizes the types of potentially dilutive securities outstanding as of June 30, 2018:

	June 30, 2018

LLC Interests		9,926,621
Non-Qualified Options		955,300
Selling Agents’ Warrants		18,005
Total		10,899,926

NOTE 12 — SUBSEQUENT EVENTS

In accordance with the Holdings LLC Agreement, on July 12, 2018, each of Village Roadshow Attractions USA, Inc. (“Village Roadshow”), Teachers’ Retirement System of Alabama and Employees’ Retirement System of Alabama has assigned 100% of its respective membership units of Holdings to iPic in exchange for a corresponding number of shares of iPic’s Class A Common Stock (2,801,433 shares, 1,876,960 shares and 924,473 shares of Class A Common Stock, respectively) (the “Exchange”). As part of the Exchange and in accordance with iPic’s amended and restated certificate of incorporation, each such investor’s Class B common stock has been canceled.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

iPic strives to be our guests’ favorite local destination for a night out on the town. Our newest locations blend three distinct areas — a polished-casual restaurant, a farm-to-glass full-service bar, and our world-class luxury theater auditoriums with in-theater dining — into a one-of-a-kind experience. Our team endeavors to deliver world class hospitality in innovative, one-of-a-kind theaters which we believe are among the finest in the world. Our chefs and mixologists create craveable food and drink offerings that are outstanding on a standalone basis, but it is the interplay between our entertainment, dining and full-service bar areas that is the defining feature of a typical four-hour guest experience. We thoughtfully design the layout, ambiance, and energy-flow of each unit to maximize the crossover between these activities. With constantly changing movie content and menu offerings, each visit is different, providing our customers with a reason to visit us repeatedly. We believe that we deliver an experience that is innovative, unique and cannot be easily replicated at home or elsewhere without the hassle of having to visit multiple destinations. Our locations also act as great venues for private events, family and business functions and other corporate-sponsored events. We believe our concept is well-positioned within today’s ever-increasing experiential economy.

We believe that we pioneered the concept of polished-casual dining in a luxury theater auditorium and are one of the largest combined movie theater and restaurant entertainment destinations with locations engineered from the ground up to provide our guests with a luxurious movie-going experience at an affordable price. We currently operate 115 screens at 15 locations in 9 states, with an additional 4 locations under construction, and a pipeline of an additional 15 sites that either have a signed lease or are in lease negotiations.

Growth Strategies and Outlook

Our growth strategy consists of the following components:

Opening new iPic locations. This is our greatest immediate opportunity for growth. We believe that we are still in the very nascent stage of our growth story. We currently operate 115 screens at 15 locations in 9 states with an additional 4 locations under construction and a pipeline of an additional 15 sites that either have a signed lease or are in lease negotiations. We believe that we currently control less than 0.5% market share of the theater business in the United States, based on data provided by the National Association of Theatre Owners and our financial results. We believe there is tremendous whitespace opportunity to expand in both existing and new U.S. markets, as well as overseas, and we have invested in our infrastructure through new hires at our home office to enable us to continue to grow with discipline. We have upgraded one of our six Generation I locations in 2018 and plan to upgrade three more by the end of the year. We plan to open at least four new domestic units per year, starting in 2019, for the foreseeable future. Based on our experience and analysis, along with research we engaged Eastern Consolidated Properties, Inc. to perform for us, we believe that over the long-term we have the potential to grow our iPic U.S. footprint to at least 200 U.S. units and to potentially explore overseas expansion as well. The rate of future growth in any particular period is inherently uncertain and is subject to numerous factors that are outside of our control. As a result, we do not currently have an anticipated timeframe to reach our long-term potential. We will continue to pursue a disciplined new store growth strategy in both new and existing markets where we can achieve consistent high store revenues and attractive store-level cash-on-cash returns.

Growing our comparable-store sales . We intend to grow our comparable-store sales by continuing to differentiate the iPic brand from other food and entertainment alternatives, through the following strategies:

●

Differentiate our food and beverage offering

●

Relentless efforts on hospitality

●

Grow usage of alternative content

●

Enhance brand awareness and drive incremental visits to our stores through innovative marketing and promotions

●

Grow our special events usage

Improving our margins. We believe we are well-positioned to increase margins and believe we have additional opportunities to reduce costs. Based on the operating leverage generated by our business model, which has been enhanced by operating initiatives implemented by management in recent years, we believe we have the potential to improve margins and deliver greater earnings from potential future increases in comparable-store sales. Under our current cost structure, we generally estimate that about 30% of any comparable-store sales growth that exceeds the cost of inflation in that store would flow through to our Adjusted EBITDA. We also believe that improved labor scheduling technology will allow us to increase labor productivity in the future. We believe that our continued focus on operating margins at individual locations and the deployment of best practices across our store base is expected to yield incremental margin efficiencies.

Key Performance Indicators

We monitor and analyze many key performance measures to manage our business and evaluate financial and operating performance. These measures include:

New store openings. Our ability to expand our business and reach new customers is influenced by the opening of additional iPic locations in both new and existing markets. The success of our new iPic locations is indicative of our brand appeal and the efficacy of our site selection and operating models. In 2016 we opened two new iPic locations, and in 2017 we opened one new iPic location.

Comparable-store sales. Comparable-store sales are a year-over-year comparison of sales at iPic locations open at the end of the period which have been open for at least 12 months prior to the start of such quarterly period. It is a key performance indicator used within the industry and is indicative of acceptance of our initiatives as well as local economic and consumer trends. Our comparable stores consisted of 13 and 14 stores at the end of June 2017 and June 2018, respectively. From period to period, comparable-store sales are generally impacted by attendance and average spend per person. Spend per person is, in turn, composed of pricing and sales-mix changes.

Store-Level margins. Store-level margins are total revenues less store-level expenses consisting of food and beverage cost of goods sold, box office and other income costs of goods sold, labor costs, occupancy expenses and other operating expenses.

Store-level cash-on-cash returns. We target our new locations, which are approximately 40,000 square feet, to achieve year three store-level cash-on-cash returns in excess of 20%. Cash-on-cash returns are defined by Store-level EBITDA divided by net development costs. Net development costs are defined by gross development costs less landlord contributions. To achieve this return, we target a ratio of Year 3 store revenues to net development costs in excess of 1.00 and individual iPic Store-level EBITDA margins in excess of 15%. We do not always achieve these target figures due to factors both within and outside of our control.

Financial Overview

Revenue: Total revenue consists of food and beverage, theater and other revenues. Our revenue growth is primarily influenced by the number of new iPic locations and growth in comparable store revenues. Comparable store revenue growth reflects the change in year-over-year revenue for the comparable store base and is an important measure of our operating performance. Comparable-store sales growth can be generated by increases in average dollar Spend Per Person (SPP) and improvements in customer traffic.

Food and Beverage Revenue is our largest source of revenue, amounting to $40.3 million for the six months ended June 30, 2018. This includes all food and beverage sales within our restaurants, theaters and bars. Food revenues refer to food and non-alcoholic beverages, and food offerings vary based on regional preferences and concepts as described in our restaurant brands section. Beverage revenues refer to alcoholic beverages sold within our locations, all of which are fully licensed.

Theater Revenue is our second largest source of revenue, amounting to $32.8 million for the six months ended June 30, 2018. We predominantly license first-run films from major distributors through direct negotiation. All of our theaters are equipped to offer content in 2D and 3D format. Theater revenue depends largely on timing and popularity of films released by distributors, so revenues attributed to any one particular distributor can vary significantly from year to year based on content. Theater revenue includes revenue from all sponsorship activities, advertising, rental of auditoriums for private functions, live shows, gaming events, academy screenings, corporate functions, corporate rentals, other revenue-generating showings, and other fees.

Other Revenue amounted to $1.8 million for the six months ended June 30, 2018. Other revenue includes membership revenue, bowling, parking and valet, and gift card breakage.

Cost of food and beverage: Food and beverage costs are driven by supplier pricing movements and product mix. We continually strive to negotiate favorable pricing, select high-quality products, and monitor and control the use of our food and beverage products optimally.

Cost of theater: Film rental fees are paid based on box office receipts and are ordinarily paid from 20 to 35 days following receipt. These fees are negotiated directly with distributors and vary from film to film. We maintain strong relationships with the top film distributors, and our film buying group has decades of experience in the industry.

Income Taxes: Upon completion of the IPO on February 1, 2018, iPic Entertainment Inc. is subject to U.S. federal income taxes, as well as state and local taxes, which will be an allocable share of any net taxable income of Holdings (the sole managing member of iPic-Gold Class and 100% economic owner). Historically, we filed our income tax returns as a limited liability company and have been taxed as a partnership for U.S. federal and state income tax purposes. Accordingly, each item of our income, gain, loss, deduction or credit has been ultimately reportable by our members on their individual tax returns, except in certain states and local jurisdictions where we have been subject to income taxes. As such, we have not recorded a provision for federal income taxes or for taxes in states and local jurisdictions that do not assess taxes at the entity level, for periods prior to the IPO.

A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit is recorded. The Company’s tax filings are generally subject to examination for a period of three years from the filing date. Management has not identified any tax position taken that require income tax reserves to be established.

We recognize interest and penalties related to income tax matters in income tax expense. We have no amounts accrued for interest or penalties at June 30, 2018 and December 31, 2017. We do not expect the total amount of unrecognized tax benefits to significantly change in the next year.

We reduce our deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. In making this determination, we consider all available positive and negative evidence affecting specific deferred tax assets, including our past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods and the implementation of tax planning strategies.

Objective positive evidence is necessary to support a conclusion that a valuation allowance is not needed for all or a portion of deferred tax assets when significant negative evidence exists. Cumulative tax losses in recent years are the most compelling form of negative evidence considered by management in this determination. Management determined that based on all available evidence, a full valuation allowance was required for all U.S. state deferred tax assets due to losses incurred for the past several years.

Result of Operations

The following table presents the results of operations for the periods indicated. The period-to-period comparisons of results are not necessarily indicative of results for future periods.

$ in thousands

	Six Months Ended						Three Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017

Revenues
Food and beverage	$	40,252		$	37,701		$	20,260		$	18,498
Theater		32,773			30,780			16,462			14,967
Other		1,755			893			797			336
Total revenues		74,780			69,374			37,519			33,801

Operating expenses
Cost of food and beverage		10,718			10,307			5,231			5,073
Cost of theater		12,721			12,283			6,476			5,948
Operating payroll and benefits		19,598			18,906			9,020			9,309
Occupancy expenses		9,308			8,766			4,632			4,388
Other operating expenses		15,051			12,532			7,443			5,727
General and administrative expenses		9,359			6,639			4,812			2,727
Equity-based compensation		8,837			—			269			—
Depreciation and amortization expense		9,118			9,577			4,278			4,859
Pre-opening expenses		—			1,632			—			1,000
Impairment of property and equipment		—			3,332			—			3,332
Loss on abandonment of lease		1,839						—			—
Operating expenses		96,549			83,974			42,161			42,363

Operating loss		(21,769	)		(14,600	)		(4,642	)		(8,562	)

Other expense
Interest expense, net		(8,512	)		(7,783	)		(3,897	)		(4,011	)
Total other expense		(8,512	)		(7,783	)		(3,897	)		(4,011	)

Net loss before income tax expense		(30,281	)		(22,383	)		(8,539	)		(12,573	)

Income tax expense		43			43			22			22
Net loss		(30,324	)		(22,426	)		(8,561	)		(12,595	)
Less: Net loss attributable to non-controlling interests		(22,862	)		—			(7,534	)		—
Net loss attributable to iPic Entertainment Inc.	$	(7,462	)	$	(22,426	)	$	(1,027	)	$	(12,595	)

Period-to-Period Comparisons

We have incurred net losses and currently have negative cash flows from operating activities. We anticipate this to continue in the near term as we continue to focus our efforts on expanding our customer base and theater locations.

Six months ended June 30, 2018 versus June 30, 2017

Revenues

Total revenue for the six months ended June 30, 2018 increased by $5.4 million to $74.8 million, which represented a 7.8% increase in total revenue as compared to $69.4 million of revenue in the six months ended June 30, 2017. The $5.4 million increase in revenue was derived from the following sources: (i) $5.0 million from a net increase in year-over-year revenue from non-comparable stores and in other revenue, with increases at our Dobbs Ferry, NY location partially offset by decreases at our Glendale, WI location; and (ii) a $0.4 million or 0.6% increase in comparable-store sales.

Cost of Food and Beverage

In the six months ended June 30, 2018, cost of food and beverage increased by $0.4 million to $10.7 million (or to 26.6% of applicable revenue) from $10.3 million (or 27.3% of applicable revenue) in the six months ended June 30, 2017. The decrease in food and beverage costs as a percent of applicable sales was driven by a same-store margin improvement of 89 basis points, which more than offset the increased cost of adding a new location (Dobbs Ferry, NY) during the six months ended June 30, 2017.

Cost of Theater

In the six months ended June 30, 2018, cost of theater increased by $0.4 million to $12.7 million (or to 38.8% of applicable revenue) from $12.3 million (or 39.9% of applicable revenue) in the six months ended June 30, 2017. Cost of theater decreased as a percentage of applicable sales due largely to the differing mix of films between the two periods.

Operating Payroll and Benefits

In the six months ended June 30, 2018, operating payroll and benefits increased by $0.7 million to $19.6 million (or to 26.2% of total revenue) from $18.9 million (or 27.3% of total revenue) in the six months ended June 30, 2017. The increase in operating payroll and benefits was derived from the following sources: (i) $0.9 million higher year-over-year labor costs from non-comparable stores, with increases at our Dobbs Ferry, NY location partially offset by decreases at our Glendale, WI location; (ii) $1.1 million increase in labor costs at comparable stores; and (iii) a reversal of a prior bonus accrual of $1.3 million.

Occupancy Expenses

In the six months ended June 30, 2018, occupancy expenses increased by $0.5 million to $9.3 million (or to 12.5% of total revenue) from $8.8 million (or 12.6% of total revenue) in the six months ended June 30, 2017. The increase in occupancy expenses was derived from the following sources: (i) $0.2 million in occupancy expenses associated with our non-comparable stores including Dobbs Ferry, NY; and (ii) $0.3 million increase in occupancy expenses at comparable stores.

Other Operating Expenses

In the six months ended June 30, 2018, other operating expenses increased by $2.6 million to $15.1 million (or to 20.1% of total revenue) from $12.5 million (or 18.1% of total revenue) in the six months ended June 30, 2017. The increase in other operating expenses was derived from the following sources: (i) $0.5 million increase in other operating expenses associated with our non-comparable stores, with increases at our Dobbs Ferry, NY location partially offset by decreases at our Glendale, WI location; (ii) a $1.5 million increase in other operating expenses at comparable stores; and (iii) a $0.6 million increase in non-recurring charges to $0.9 million in the six months ended June 30, 2018 from $0.3 million in the six months ended June 30, 2017. The year-over-year increase in other operating expenses as a percentage of sales was due to increased non-recurring costs related to the IPO, production and staging costs for our live entertainment shows, and an increased amount of repair and maintenance work across the circuit.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel, facilities and professional expenses for the various departments of our corporate headquarters. In the six months ended June 30, 2018, general and administrative expenses increased by $2.7 million to $9.4 million (or 12.5% of total revenue) from $6.6 million (or 9.6% of total revenue) in the six months ended June 30, 2017. General and administrative expenses as a percent of total revenue increased due to additional staffing and overhead expenses required to support our new location in Dobbs Ferry, NY and to enable our transition to a publicly traded company and position us for additional growth.

Equity-based Compensation

In the six months ended June 30, 2018, equity-based compensation increased by $8.8 million to $8.8 million from $0.0 million in the six months ended June 30, 2017. The increase was a result of equity-based compensation related to Non-Qualified Options and Restricted Stock Units issued to employees as part of the IPO.

Depreciation and Amortization Expense

Depreciation and amortization expense includes the depreciation of property and equipment. In the six months ended June 30, 2018, depreciation and amortization expense decreased by $0.5 million to $9.1 million from $9.6 million in the six months ended June 30, 2017. The majority of this decrease was due to certain asset groups, including furniture, fixtures, and office equipment, becoming fully depreciated before the start of the 2018 period.

Pre-Opening Expenses

Pre-opening expenses include costs associated with the opening and organizing of new stores, including pre-opening rent, staff training and recruiting, and travel costs for employees engaged in such pre-opening activities. In the six months ended June 30, 2018, pre-opening expenses decreased by $1.6 million to $0.0 million from $1.6 million in the six months ended June 30, 2017, as we did not open any new stores.

Impairment of Property and Equipment

In the six months ended June 30, 2018, impairment of property and equipment decreased by $3.3 million to $0.0 million from $3.3 million in the six months ended June 30, 2017. This was due to a $3.3 million impairment charge taken at our Scottsdale, AZ location.

Loss on Abandonment of Lease

In the six months ended June 30, 2018, loss on abandonment of lease increased by $1.8 million to $1.8 million from $0.0 million in the six months ended June 30, 2017. This was due to $1.8 million in costs associated with lease abandonment at our Glendale, WI location. The Company announced the closing of this location effective March 8, 2018. The events giving rise to that decision include the mall entering receivership during the last quarter of 2017 and the underperformance of site during the first quarter of 2018.

Interest Expense

Interest expense includes the cost of our debt obligations, including the amortization of loan fees and any interest income earned. In the six months ended June 30, 2018, interest expense increased by $0.7 million to $8.5 million from $7.8 million in the six months ended June 30, 2017. The increase in interest expense was a result of higher debt levels associated with the Non-revolving Credit Facility for full-period financing charges associated with our newest locations, as well as, the additional interest owed to comply with the minimum interest payment, required to refinance a promissory note.

Income Tax Expense

In the six months ended June 30, 2018, income tax expense remained consistent with the income tax expense in the six months ended June 30, 2017. Our effective tax rate differs from the statutory rate due to changes in the tax valuation allowance, the deduction for FICA tip credits, state income taxes and the impact of certain expenses which are not deductible for income tax purposes.

Three months ended June 30, 2018 versus June 30, 2017

Revenues

Total revenue for the three months ended June 30, 2018 increased by $3.7 million to $37.5 million, which represented a 11.0% increase in total revenue as compared to $33.8 million of revenue in the three months ended June 30, 2017. The $3.7 million increase in revenue was derived from the following sources: (i) $1.6 million from a net increase in year-over-year revenue from non-comparable stores and in other revenue, with increases at our Dobbs Ferry, NY location partially offset by decreases at our Glendale, WI location; and (ii) a $2.1 million or 6.9% increase in comparable-store sales.

Cost of Food and Beverage

In the three months ended June 30, 2018, cost of food and beverage increased by $0.1 million to $5.2 million (or to 25.8% of applicable revenue) from $5.1 million (or 27.4% of applicable revenue) in the three months ended June 30, 2017. The decrease in food and beverage costs as a percent of applicable sales was due to a 160 basis-point improvement in same-store margins, partially offset by the opening of our Dobbs Ferry location.

Cost of Theater

In the three months ended June 30, 2018, cost of theater increased by $0.5 million to $6.5 million (or to 39.3% of applicable revenue) from $5.9 million (or 39.7% of applicable revenue) in the three months ended June 30, 2017. Cost of theater decreased as a percentage of applicable sales due largely to the differing mix of films between the two periods.

Operating Payroll and Benefits

In the three months ended June 30, 2018, operating payroll and benefits decreased by $0.3 million to $9.0 million (or to 24.0% of total revenue) from $9.3 million (or 27.4% of total revenue) in the three months ended June 30, 2017. The decrease in operating payroll and benefits was derived from the following sources: (i) $0.1 million lower year-over-year labor costs from non-comparable stores, with decreases at our Glendale, WI location partially offset by increases at our Dobbs Ferry, NY; (ii) $1.1 million increase in labor costs at comparable stores; and (iii) a reversal of a prior bonus accrual of $1.3 million.

Occupancy Expenses

In the three months ended June 30, 2018, occupancy expenses increased by $0.2 million to $4.6 million (r 12.4% of total revenue) from $4.4 million (or 13.0% of total revenue) in the three months ended June 30, 2017. The increase in occupancy expenses was derived from the following sources: (i) $0.2 million decrease in occupancy expenses associated with our non-comparable stores including Glendale, WI and Dobbs Ferry, NY; and (ii) $0.4 million increase in occupancy expenses at comparable stores. The decrease in occupancy expenses as percentage of sales was due to lower occupancy expenses at our non-comparable stores.

Other Operating Expenses

In the three months ended June 30, 2018, other operating expenses increased by $1.7 million to $7.4 million (or to 19.8% of total revenue) from $5.7 million (or 17.0% of total revenue) in the three months ended June 30, 2017. The increase in other operating expenses was derived from the following sources: (i) $0.1 million decrease in other operating expenses associated with our non-comparable stores, with decreases at our Glendale, WI location partially offset by increases at our Dobbs Ferry, NY; (ii) a $1.1 million increase in other operating expenses at comparable stores; and (iii) a $0.7 million increase in non-recurring charges to $0.3 million in the three months ended June 30, 2018 from ($0.4) million in the six months ended June 30, 2017. The year-over-year increase in other operating expenses as a percentage of sales was due to increased non-recurring costs related to the IPO, production and staging costs for our live entertainment shows, and an increased amount of repair and maintenance work across the circuit.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel, facilities and professional expenses for the various departments of our corporate headquarters. In the three months ended June 30, 2018, general and administrative expenses increased by $2.1 million to $4.8 million (or 12.8% of total revenue) from $2.7 million (or 8.1% of total revenue) in the three months ended June 30, 2017. General and administrative expenses as a percent of total revenue increased due to additional staffing and overhead expenses required to support our transition to a publicly traded company and position us for additional growth.

Equity-based Compensation

The three months ended June 30, 2018, equity-based compensation increased by $0.3 million to $0.3 million from $0.0 million in the three months ended June 30, 2017. The increase was a result of equity-based compensation related to Non-Qualified Options.

Depreciation and Amortization Expense

Depreciation and amortization expense includes the depreciation of property and equipment. In the three months ended June 30, 2018, depreciation and amortization expense decreased by $0.6 million to $4.3 million from $4.9 million in the three months ended June 30, 2017. The majority of this decrease was due to certain asset groups becoming fully depreciated before the start of the 2018 period.

Pre-Opening Expenses

Pre-opening expenses include costs associated with the opening and organizing of new stores, including pre-opening rent, staff training and recruiting, and travel costs for employees engaged in such pre-opening activities. In the three months ended June 30, 2018, pre-opening expenses decreased by $1.0 million to $0.0 million from $1.0 million in the three months ended June 30, 2017, as we did not open any new stores.

Impairment of Property and Equipment

In the three months ended June 30, 2018, impairment of property and equipment decreased by $3.3 million to $0.0 million from $3.3 million in the three months ended June 30, 2017. This was due to a $3.3 million impairment charge taken at our Scottsdale, AZ location.

Interest Expense

Interest expense includes the cost of our debt obligations, including the amortization of loan fees and any interest income earned. In the three months ended June 30, 2018, interest expense decreased by $0.1 million to $3.9 million from $4.0 million in the three months ended June 30, 2017. The decrease in interest expense was due to elimination of certain notes payable to related parties (see Note 5 “Borrowings”).

Income Tax Expense

In the three months ended June 30, 2018, income tax expense remained consistent with the income tax expense in the three months ended June 30, 2017. Our effective tax rate differs from the statutory rate due to changes in the tax valuation allowance, the deduction for FICA tip credits, state income taxes and the impact of certain expenses which are not deductible for income tax purposes.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements other than operating leases.

Liquidity and Capital Resources

Based upon our working capital deficiency of $11.8 million and net asset deficit of $93.8 million, as of June 30, 2018, we require and are actively exploring additional equity and/or debt financing to continue our operations. These conditions raise substantial doubt about our ability to continue as a going concern. Additionally, we are required to comply with SEC and Nasdaq rules and requirements when raising capital, which may make it more difficult for us to raise significant amounts of capital. If we cannot raise needed funds, we might be forced to make substantial reductions in our operating expenses, which could adversely affect our ability to implement our business plan and ultimately our viability as a company. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

In the six months ended June 30, 2018, working capital increased by $5.3 million, to a deficiency of $11.8 million at June 30, 2018, compared to a deficiency of $17.1 million at December 31, 2017. This increase stemmed largely from changes in accrued interest and deferred revenue during this period.

As permitted under the most recent amendment to the Non-revolving Credit Facility, $7,776 of accrued interest was not paid to RSA on June 30, 2018, but treated as paid-in-kind interest and added to the outstanding balance of Tranche 3 under the Non-revolving Credit Facility.

Summary of Cash Flows

Our primary sources of liquidity and capital resources have been cash on hand, contributions from owners and the Non-Revolving Credit Facility. Aside from capital expenditures, our primary requirements for liquidity are for lease obligations, working capital and general corporate needs. Guests pay for their food and beverage purchases in cash or on debit or credit cards at the time of the sale and we are able to sell many of our inventory items before payment is due to the supplier of such items.

The following table and discussion presents, for the periods indicated, a summary of our key cash flows from operating, investing and financing activities.

$ in thousands

	Six months ended
	June 30, 2018			June 30, 2017
Net cash used in operating activities	$	(14,412	)	$	(13,333	)
Net cash used in investing activities		(6,078	)		(11,645	)
Net cash provided by financing activities		16,627			24,220
Net decrease in cash		(3,863	)		(758	)
Cash at beginning of period		10,505			4,653
Cash at end of period	$	6,642		$	3,895

Operating Activities

We experienced cash flow from operating activities for the six months ended June 30, 2018 and for the six months ended June 30, 2017 of $(14.4) million and $(13.3) million, respectively. The decrease in cash flows from operating activities for the 2018 period as compared to the 2017 period was caused by larger net losses and impacts of timing adjustments on accrued interest.

Investing Activities

During the six months ended June 30, 2018, net cash in the amount of $6.1 million was used in investing activities, while during the six months ended June 30, 2017, net cash used in investing activities was $11.6 million, primarily due to the construction of new sites.

Financing Activities

Net cash provided by financing activities during the six months ended June 30, 2018 and the six months ended June 30, 2017 was $16.6 million and $24.2 million, respectively. During the six months ended June 30, 2018, $13.6 million of financing was provided by the issuance of common stock sold in the initial public offering. During the six months ended June 30, 2017, all of the financing activity was a result of net debt additions.

Critical Accounting Policies

We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our unaudited condensed consolidated financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for long-lived assets, gift card income, income taxes and stock-based compensation as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

We believe the current assumptions and other considerations used to estimate amounts reflected in our unaudited condensed consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our unaudited condensed consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition.

For further information on our critical accounting estimates, see Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to our audited financial statements included in our Annual Report on Form 10-K. There has been no material change to these estimates for the six months ended June 30, 2018.

Recent Accounting Pronouncements

Refer to Note 1 “Organization and Summary of Significant Accounting Policies” for a discussion of recent accounting pronouncements.

NON-GAAP FINANCIAL MEASURES

Certain financial measures presented in this Form 10-Q, such as EBITDA, Adjusted EBITDA and Store-Level EBITDA are not recognized under accounting principles generally accepted in the United States, which we refer to as “GAAP.” We define these terms as follows:

●

“EBITDA” means, for any reporting period, net loss before interest, taxes, depreciation, and amortization,

●

“Adjusted EBITDA” is a supplemental measure of our performance and is also the basis for performance evaluation under our executive compensation programs. Adjusted EBITDA is defined as EBITDA adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, equity-based compensation expense, pre-opening expenses, other income and loss on disposal of property and equipment, impairment of property and equipment as well as certain non-recurring charges. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to our ongoing business performance.

●

“Store-Level EBITDA” is a supplemental measure of our performance which we believe provides management and investors with additional information to measure the performance of our locations, individually and as an entirety. Store-Level EBITDA is defined by us as EBITDA adjusted for pre-opening expenses, other income, loss on disposal of property and equipment, impairment of property and equipment, non-recurring charges, and general and administrative expense. We use Store-Level EBITDA to measure operating performance and returns from opening new stores. We believe that Store-Level EBITDA is another useful measure in evaluating our operating performance because it removes the impact of general and administrative expenses, which are not incurred at the store level, and the costs of opening new stores, which are non-recurring at the store-level, and thereby enables the comparability of the operating performance of our stores for the periods presented. We also believe that Store-Level EBITDA is a useful measure in evaluating our operating performance within the entertainment and dining industry because it permits the evaluation of store-level productivity, efficiency and performance, and we use Store-Level EBITDA as a means of evaluating store financial performance compared with our competitors.

You are encouraged to evaluate the adjustments we have made to GAAP financial measures and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA and Store-Level EBITDA, you should be aware that in the future we may incur income and expenses that are the same as or similar to some of the adjustments in this Form 10-Q.

EBITDA, Adjusted EBITDA and Store-Level EBITDA are included in this Report because they are key metrics used by management and our board of directors to assess our financial performance. EBITDA and Adjusted EBITDA are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Store-Level EBITDA is utilized to measure the performance of our locations, both individually and in entirety.

EBITDA, Adjusted EBITDA and Store-Level EBITDA are not GAAP measures of our financial performance or liquidity and should not be considered as alternatives to net income (loss) as a measure of financial performance or cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. Our presentation of EBITDA, Adjusted EBITDA and Store-Level EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, EBITDA, Adjusted EBITDA and Store-Level EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not reflect tax payments, debt service requirements, capital expenditures, iPic openings and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using EBITDA and Adjusted EBITDA supplementally. Our measures of EBITDA, Adjusted EBITDA and Store-Level EBITDA are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.

Non-GAAP Financial Measures

$ in thousands

	Six Months ended						Three Months ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017

Net loss	$	(30,324	)	$	(22,426	)	$	(8,561	)	$	(12,595	)
Plus:
Interest expense		8,512			7,783			3,897			4,011
Income tax expense		43			43			22			22
Depreciation and amortization expense		9,118			9,577			4,278			4,859
EBITDA		(12,651	)		(5,023	)		(364	)		(3,703	)

Plus:
Pre-opening expenses		—			1,632			—			1,000
Equity-based compensation		8,837			—			269			—
Impairment of property and equipment		—			3,332			—			3,332
Loss on abandonment of lease		1,839			—			—			—
Non-recurring charges		934			373			282			(354	)
Adjusted EBITDA		(1,041	)		314			187			275

Plus:
General and administrative expense		9,359			6,639			4,812			2,727
Store-Level EBITDA	$	8,318		$	6,953		$	4,999		$	3,002

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, the Company is not required to provide the information required by this Item.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated, as of June 30, 2018, the effectiveness of our disclosure controls and procedures (as defined by Rules 13a–15(e) and 15d –15(e) under the Securities Exchange Act of 1934, as amended, the Exchange Act). In designing and evaluating the Company’s disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on their evaluation, as of June 30, 2018, our Chief Executive Officer and Chief Financial Officer conclude that our disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting described below.

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our unaudited condensed consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

As previously disclosed in the Offering Circular we filed with the SEC pursuant to Rule 253(g)(2) under the Securities Act of 1933, as amended (File No. 024-10773) and as described in the “Risk Factors” section of our Form 10-K filed with the SEC on May 1, 2018, we have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Specifically, we do not have an effective control environment because we do not have formalized internal control policies and procedures. We have also identified material weaknesses related to our lack of adequate review of complex accounting matters, improperly designed period end financial reporting controls, and improperly designed information technology controls.

We are implementing measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including controls designed to require reviews of complex areas in a timely manner. In addition, we are designing and implementing improved processes and internal controls throughout the organization, including enhancing our control environment and redesigning and implementing controls over information technology and our period end financial reporting process such as formalizing our internal control documentation and strengthening supervisory reviews by our management. While we are designing, documenting and implementing improved processes and internal controls, we cannot predict the success of such measures or the outcome of our assessment of these measures at this time. We can give no assurance that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our consolidated financial statements or cause us to fail to meet our reporting obligations.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the fiscal year ending December 31, 2018. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the SEC following the date which is the later of the date we are an accelerated filer or a large accelerated filer, and the date we are no longer an “emerging growth company,” as defined in the JOBS Act. We are required to disclose changes made in our internal control over financial reporting on a quarterly basis. To comply with these requirements, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. We have begun the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, when applicable, and we may not be able to complete our evaluation, testing and any required remediation in a timely fashion.

Changes in internal control over our financial reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the quarter ended June 30, 2018, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

Reference is made to Note 7 “Commitments and Contingencies” of the Unaudited Condensed Consolidated Financial Statements of the Company contained elsewhere in this Quarterly Report on Form 10–Q for information on certain litigation to which we are a party.

Item 1A.

Risk Factors

We are not aware of any material changes to the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None

Use of Proceeds from Initial Public Offering of Class A Common Stock

On February 1, 2018, the Company completed its IPO of 1,248,159 shares of Class A Common Stock at an offering price of $18.50 per share for gross proceeds of approximately $15.1 million. The offer and sale of the shares of Class A Common Stock was made pursuant to an Offering Circular, dated January 30, 2018, which formed part of the Offering Statement on Form 1-A (File No. 024-10773), which was most recently qualified by the SEC on January 29, 2018. TriPoint Global Equities, LLC, working with its online division BANQ® (www.banq.co), was the Lead Managing Selling Agent for the IPO. Roth Capital Partners, LLC was the Institutional Placement Book-Running Agent. Telsey Advisory Group LLC was the Co-Manager for the offering. The initial public offering commenced on January 29, 2018 and terminated upon the closing.

The Company received net proceeds from the IPO of approximately $13.6 million, after deducting selling agent discounts and commission of approximately $1.1 million, but before offering expenses of $1.5 million. None of the selling agent discounts and commissions or other offering expenses were incurred by or paid to directors or officers of the Company or their associates or persons owning 10 percent or more of the Company’s common stock or to any of the Company’s affiliates.

The Company used the net proceeds from our IPO to purchase 7.32% of newly issued Common Units of Holdings. Holdings transferred the proceeds it received from the sale of such Common Units to iPic-Gold Class. iPic-Gold Class has used approximately $5 million, the majority of which was used for remodels prior to expected loan advances, and will use the remaining proceeds for general corporate purposes, including opening new iPic locations and renovating existing iPic locations. There has been no material change in the Company’s use of the net proceeds from the IPO as described in the Offering Circular.

Item 3.

Defaults upon Senior Securities

None

Item 4.

Mine Safety Disclosures

Not Applicable

Item 5.

Other information

None

Item 6.

Exhibits

Exhibit No.		Exhibit Description
10.1*		Modification Agreement, dated as of June 22, 2018 by and among iPic–Gold Class Entertainment LLC, iPic Gold Class Holdings, LLC, iPic Texas, LLC, iPic Media, LLC, Delray Beach Holdings, LLC, Bay Colony Realty, LLC, The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama.
10.2*		Second Modification Agreement, dated as of June 29, 2018 by and among iPic–Gold Class Entertainment LLC, iPic Gold Class Holdings, LLC, iPic Texas, LLC, iPic Media, LLC, Delray Beach Holdings, LLC, Bay Colony Realty, LLC, The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama.
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 INS*		XBRL Instance Document
101 SCH*		XBRL Taxonomy Extension Schema
101 CAL*		XBRL Taxonomy Extension Calculation Linkbase
101 DEF*		XBRL Taxonomy Extension Definition Linkbase
101 LAB*		XBRL Taxonomy Extension Label Linkbase
101 PRE*		XBRL Taxonomy Extension Presentation Linkbase

*	Filed herewith

SIGNATURES

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

Date: August 9, 2018	iPic Entertainment Inc.

	By:	/s/ Hamid Hashemi
		Hamid Hashemi
		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

Date: August 9, 2018	iPic Entertainment Inc.

	By:	/s/ Paul Westra
		Paul Westra
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.1

MODIFICATION AGREEMENT

THIS MODIFICATION AGREEMENT, (this “ Agreement ”), made as of June 22, 2018 (the “ Effective Date ”), by and among IPIC-GOLD CLASS ENTERTAINMENT LLC, a Delaware limited liability company (the “ Borrower ”), IPIC GOLD CLASS HOLDINGS LLC, a Delaware limited liability company (“ Holdings ”), IPIC TEXAS, LLC, a Texas limited liability company (“ IPIC Texas ”), IPIC MEDIA, LLC, a Florida limited liability company (“ IPIC Media ”), DELRAY BEACH HOLDINGS, LLC, a Florida limited liability company (“ DB Holdings ”), BAY COLONY REALTY, LLC, a Florida limited liability company (“ Bay Colony ”, together with Borrower, Holdings, IPIC Texas, IPIC Media and DB Holdings, collectively, the “ Borrower Parties ”) and THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA, a body corporate of the State of Alabama created under Section 16-25-1 et. seq ., Code of Alabama (1975), as amended (the “ TRS ”), and THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA, a body corporate of the State of Alabama created under Section 36-27-1 et. seq ., Code of Alabama (1975), as amended (the “ ERS ”) (the TRS and the ERS are sometimes herein referred to individually as a “ Lender ” and collectively as the “ Lenders ”).

RECITALS:

A. Borrower Parties and Lenders are party to that certain Second Amended and Restated Master Loan and Security Agreement dated February 1, 2018 (as previously or hereafter amended, the “ Loan Agreement ”), pursuant to which, Lenders have agreed to extend to Borrower a non-revolving credit facility in an aggregate principal amount not to exceed $225,828,169.12 (the “ Loan ”) for the purpose of financing the costs of leasing, constructing, furnishing, equipping, establishing and operating upscale cinema projects to be located at sites in the United States of America in accordance with the terms of the Loan Agreement. Capitalized terms not otherwise defined herein shall have the meanings given in the Loan Agreement.

B. The Borrower Parties have requested that proceeds of the Loan be made available for the renovation of certain existing, operating Projects located in Pasadena, California, Redmond, Washington, Scottsdale, Arizona, Fairview, Texas and Austin, Texas (each a “ Renovation Project ” and collectively, the “ Renovation Projects ”), and, as a condition precedent to consenting to allowing Advances for the Renovation Projects, Lenders require that the Loan Agreement be modified on the terms and conditions hereafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and other good and valuable consideration, the parties hereto agree as follows:

1. Recitals . The Recitals herein are true and correct.

2. Amendments to Loan Agreement .

(a) Definitions.

(i)

The definitions set forth in Section 1.1 of the Loan Agreement for “Approved Project,” “Available Committed Amount,” “Future Projects,” “Pasadena Note,” “Pasadena Project”, “Project Development Budget,” “Project Tranche,” “Projects,” “Scheduled Completion Date,” and “Title Policies,” are hereby deleted in their entirety and the following inserted in lieu thereof:

“ Approved Project ” shall mean each Existing Project, each Planned Project, each Renovation Project, together with any other Future Project which meets the definition of “Approved Project” as defined in Section 3.2(b) hereof.

- 1 -

“ Available Committed Amount ” shall mean the Tranche 3 Committed Amount less the sum of (a) the Village Note Payoff Advance, (b) the Operating Expense Advance, (c) the stated amount of all Project Tranches for all Existing Projects, Planned Projects, Renovation Projects and Future Projects previously incurred under the Tranche 3 Committed Amount and (d) any sums not identified in any Project Development Budget for any Existing Project, Planned Project, Renovation Project or Future Project but which are reasonably identified by Agent Lender as amounts required to complete the development of any Existing Project, Planned Project or Future Project (i.e. any “overrun” amounts), as such amount may be adjusted from time to time by Agent Lender to account for changes to Project Development Budgets for Existing Projects, Planned Projects, Renovation Projects and Future Projects, cost-savings or cost-overruns in any Project Development Budges for any Existing Project, Planned Project, Renovation Project or Future Project, or the availability of Lessor Contributions for Project development or operating costs, all as more particularly provided herein.

“ Future Projects ” shall mean each Approved Project (other than the Existing Projects, Planned Projects and Renovation Projects) approved after the Existing Loan Agreement Effective Date in accordance with the terms and conditions of Section 3.2 hereof.

“ Pasadena Note ” means collectively, (i) that certain Project Promissory Note dated September 30, 2010 from Borrower in favor of TRS in the stated amount of $3,176,482.06, as amended by Note Modification and Amendment to Loan Documents dated May 29, 2014, reducing the stated principal amount thereof to $3,042,869.72 (as previously or hereafter amended, the “ TRS Pasadena Note ”), (ii) that certain Project Promissory Note dated September 30, 2010 from Borrower in favor of ERS in the stated principal amount of $1,564,535.94, as amended by Note Modification and Amendment to Loan Documents dated May 29, 2014, reducing the stated principal amount thereof to $1,498,726.88 (as previously or hereafter amended, the “ ERS Pasadena Note ”) in the collective amount of the Project Tranche for the Existing Pasadena Project, evidencing the Borrower’s obligation to pay the aggregate outstanding principal balance of the Project Tranche for the Existing Pasadena Project to the Lenders, together with interest thereon, as the same may be amended from time to time; together with, (iii) that certain Project Promissory Note dated of even date herewith from Borrower in favor of TRS in the stated principal amount of $741,307.30 (the “ TRS Pasadena Renovation Note ”), and (iv) that certain Project Promissory Note dated of even date herewith from Borrower in favor of ERS in the stated principal amount of $365,121.50 (the “ ERS Pasadena Renovation Note ”) in the collective amount of the Renovation Project Tranche for the Pasadena Renovation Project, evidencing the Borrower’s obligation to pay the aggregate outstanding principal balance of the Project Tranche for the Pasadena Renovation Project to the Lenders, together with interest thereon, as the same may be amended from time to time The Amount of the Pasadena Note may be modified, as determined by Lender in Lender’s sole discretion, to reflect changes to the Existing Pasadena Project Tranche and Pasadena Renovation Project Tranche, as applicable.

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“Pasadena Project” means collectively, the Existing Pasadena Project and the Pasadena Renovation Project.

“ Project Development Budget ” means, as applicable, a detailed estimation of the cost to reconfigure, renovate, acquire, construct, furnish, improve, equip, stock and otherwise complete and establish a Project, which estimation may include soft costs approved by Agent Lender in accordance with the terms and conditions of Section 3.3 of this Agreement.

“Project Tranche” means the maximum amount available for Advances as proceeds from the Loan with respect to each Project, said Project Tranche being the lesser of (i) eighty percent (80%) of the total remaining cost to develop such Project as set forth in the Project Development Budget approved by the Agent Lender for such Project, or (ii) the Available Committed Amount calculated at the time such Project and Project Development Budget are approved by the Agent Lender for such Project; provided, however, that the Project Tranche may be adjusted by Agent Lender from time to time for changes in the Project Development Budget, overruns, cost-savings, or for verified availability of Lessor Contributions, as provided herein. Without limiting the foregoing, the Project Tranche for any Renovation Project shall only include the costs to renovate and reconfigure such Renovation Project, and the Project Tranche for any Existing Project shall not include previously incurred costs to acquire, construct or equip such Existing Project, and such Project Tranche shall only include the remaining costs to reconfigure such Existing Project.

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“Projects” means, collectively, the Existing Projects, the Planned Projects, the Milwaukee Project, the Renovation Projects, and Future Projects, being upscale “IPIC” cinema projects to be constructed (as to Future Projects and Planned Projects) and/or reconfigured or renovated (as to any Projects approved for renovation by Agent Lender in its sole and absolute discretion) and maintained (as to all Projects) on each of the Properties, together with food preparation and dining areas, theatre seating, concession areas, indoor common areas, outdoor common areas, and related parking, landscaping and site improvements, all to be constructed and/or renovated and maintained, as applicable, in accordance with the Plans and Specifications, together with all Collateral used or useful in connection therewith. Each Project shall be a cinema committed to a first class quality experience to include film, food, wine and liquor, and service for customers with core features including 40 to 52 seat auditoriums, (full recline) seating, and food and beverage offering available before, during and/or after film screenings, a bowling alley containing 10 to 24 lanes, and up to a 200 seat restaurant.

“Scheduled Completion Date” means, as to each Project, the date by which such Project is to be completed and open for business, and shall be no later than (i) as to all Existing Projects, May 1, 2011; (ii) as to each Renovation Project, twelve (12) months after the initial Advance for such Renovation Project; (iii) as to all other Projects that are not Renovation Projects or Existing Projects, fifteen (15) months after the initial Advance for such Project, subject to reasonable extensions for Permitted Force Majeure Delays, with such date to be certified by Borrower and Agent Lender upon the initial advance for each Project other than the first Project by execution of the form attached hereto as Exhibit E.

“Title Policies” means, collectively, each of the mortgagee title insurance policies issued by a Title Company for a Project in standard ALTA form insuring (i) the Borrower or any Borrower Subsidiary’s leasehold interest in an amount equal to the total amount of the Project Development Budget for such Project, and (ii) the Lien on the leasehold interest of the Borrower or any Borrower Subsidiary created by the Mortgage, in form reasonably satisfactory to Agent Lender and in an amount equal to the principal amount of the Project Tranche for such Project; provided, however, the Title Policy for each Existing Project shall not be less than the amount of the Project Tranche identified in the Original Loan Agreement.

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(ii)

The following definitions are hereby added to Section 1.1 of the Loan Agreement:

“Existing Austin Project” means the existing, operating Project located at 3225 Amy Donovan Plaza, Austin, Texas.

“Existing Fairview Project” means the existing, operating Project located at 321 Town Place, Fairview, Texas.

“Existing Pasadena Project” means the existing, operating Project located at the One Colorado Shopping Center in Pasadena, California.

“Existing Redmond Project” means the existing, operating Project located at 16451 NE 74th Street, Redmond, Washington.

“Existing Scottsdale Project” means the existing, operating Project located at 15257 N. Scottsdale Rd., Scottsdale, Arizona.

“Pasadena Renovation Project” means the Renovation Project to the Existing Pasadena Project.

“Renovation Projects ” means the renovations and reconfigurations to be completed in 2018 to the Existing Pasadena Project, the Existing Redmond Project, the Existing Scottsdale Project, the Existing Fairview Project and the Existing Austin Project, in accordance with the Plans and Specifications submitted to and approved by Agent Lender in conjunction therewith.

(b) Repayment of Loan. Section 2.4(b)(3)(i) – (ii) of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

(i) With respect to the Tranche 3 Committed Amount Advanced to Borrower in connection with the Existing Projects and Planned Projects (for clarification such Advances do not include any amounts Advanced or to be Advanced in conjunction with the Renovation Projects) commencing on January 1, 2012, and on each Scheduled Interest Payment Date thereafter through and including the Scheduled Interest Payment Date immediately preceding the Maturity Date, all accrued but unpaid interest on the outstanding principal balance of all Advances of the Tranche 3 Committed Amount Advanced in connection with such Existing Projects and Planned Projects shall be due and payable.

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(ii) With respect to the Tranche 3 Committed Amount, being that portion of the outstanding principal balance of the Loan to be Advanced to Borrower in connection with a Future Project or Renovation Project, interest shall be payable on Advances of such Tranche 3 Committed Amount on a Project Tranche by Project Tranche basis as follows: on the first Scheduled Interest Payment Date following the earlier to occur of (1) the date which is six (6) months following the opening of a Future Project or re-opening of a Renovation Project funded by any proceeds of the Project Tranche designated for such Future Project or Renovation Project, as applicable, or (2) the date which is twenty-one (21) months following the initial Advance of the Project Tranche designated for such Future Project or Renovation Project, as applicable, and on each Scheduled Interest Payment Date thereafter through and including the Scheduled Interest Payment Date immediately preceding the Maturity Date , all accrued but unpaid interest on the outstanding principal balance of all Advances of the Project Tranche designated for such Future Project or Renovation Project shall be due and payable.

(c) Reallocation of Committed Amount. Section 3.3(c) of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

(c) Once a Project Development Budget for an Approved Project is approved by Agent Lender, an amount equal to eighty percent (80%) of the total remaining costs to develop the Project as shown on such Project Development Budget shall constitute the “Project Tranche” applicable thereto. The parties anticipate that changes to Project Development Budgets may be desired by Borrower in the course of developing a Project through reallocations among line items, cost-savings or cost overruns. Such changes to Project Development Budgets may be made by Borrower with prior notice to Agent Lender, but without Agent Lender approval or consent as provided in Section 4.1(f) hereof. Notwithstanding the foregoing, any changes to the amount of a Project Tranche (either increases or decreases) shall be subject to Agent Lender’s prior written consent, which consent shall not be unreasonably withheld as long as such changes will not result in a negative Available Committed Amount and Agent Lender reasonably believes the new proposed Project Tranche for the Project remains sufficient to permit the completion of the Project. In the event the Agent Lender consents to any modification to a Project Tranche amount, the Available Committed Amount will be adjusted upward or downward accordingly. To the extent that Project Development Budget changes by Borrower result in increased Project costs for which there is no Available Committed Amount sufficient to permit such an increase in the Project Tranche, Borrower shall be responsible for paying the full amount of such Deficiency, as hereinafter provided. To the extent an approved modification to an existing Project Tranche amount results in (i) an increase to the Available Committed Amount with respect to Advances for an Existing Project or Planned Project, the amount of such increase shall then be available for other Existing Projects or Planned Projects, subject, however, to appropriate and acceptable adjustments to the Project Development Budgets for such other Existing Projects or Planned Projects, (ii) an increase to the Available Committed Amount with respect to Advances for a Future Project, the amount of such increase shall then be available for other Future Projects, subject, however, to appropriate and acceptable adjustments to the Project Development Budgets for such other Future Projects, or (iii) an increase to the Available Committed Amount with respect to Advances for a Renovation Project, the amount of such increase shall then be available for other Renovation Projects, subject, however, to appropriate and acceptable adjustments to the Project Development Budgets for such other Renovation Projects.

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(d) Disbursement Procedure. Section 4.1(b)(2) of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

(2) as to all Projects in the aggregate , the lesser of (i) the Tranche 3 Committed Amounts less any Tranche 3 Committed Amount previously advanced for any Existing Project, Planned Project, Future Project, Renovation Project, the Village Note Payoff Advance and Operating Expense Advance and (ii) the aggregate principal amount of all established Project Tranches for Existing Projects, Planned Projects, Future Projects and Renovation Projects, as the same may be adjusted from time to time pursuant to Section 3.3(c) above, less any sums not identified in any Project Development Budget (as the same may be amended as permitted herein) but which are reasonably identified by the Agent Lender as amounts required to complete the development of any Existing Projects, Planned Projects or Renovation Projects (i.e., any “overrun” amounts), however, an Advance for any overrun amount is subject to the Agent Lender’s approval, in its sole discretion.

(e) Construction of Improvements. The first paragraph of Section 6.23 of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

Construct Improvements and Complete the Projects . Commence construction, reconfiguration and/or renovation, as applicable, of each of the Existing Projects, Planned Projects, Renovation Projects and Future Projects within sixty (60) days following the initial Advance of the corresponding Project Tranche, but in any event to commence construction of each of the Projects no later than the expiration of the Commitment Period; cause each set of Improvements to be constructed substantially in accordance with the Plans and Specifications therefor, and in compliance with all applicable restrictive covenants, zoning ordinances, setback requirements, building codes and governmental regulations, and so as not to encroach upon or overhang into any easement or right-of-way; cause such construction to proceed continuously and permit no cessation of work; and complete each of the Projects and obtain all required Permits and a certificate of occupancy or other final governmental approval of such Improvements for their intended use on or before the Scheduled Completion Date therefor, time being of the essence.

The completion of each of the Projects and the payment of all costs and expenses incidental thereto shall be evidenced by the Borrower’s delivery, within ninety (90) days of the Scheduled Completion Date for each applicable Project, to the Agent Lender of a certificate signed by the Borrower stating that:

(1) the acquisition, construction, installation and equipping of such Project has been completed in all material respects substantially in accordance with the Plans and Specifications;

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(2) the Borrower shall have received and made all Permits, approvals, consents, licenses (including environmental permits) and authorizations of, and registrations, filings and recordings with, and declarations to, and other actions by governmental authorities, the lack of which if not issued, granted or otherwise in existence, would materially impair commencement of operation of the Project;

(3) all amounts due for labor, materials, supplies and other costs incurred in connection with the acquisition, construction, installation and equipping of the Project have been paid except for amounts which the Borrower is entitled to retain pursuant to its respective purchase orders or for amounts being disputed by the Borrower in good faith as being due and payable, which amounts shall be set forth in the certificate and held in the disbursement account established for such Project until payment is due.

(f) Borrower Parties’ Information. The following is hereby added as Section 9.21 of the Loan Agreement:

9.21 Business Updates. In addition to any requirements set forth in this Agreement, Borrower shall provide to Lender, on a monthly basis during the term of the Loan written updates of (i) any planned, proposed or anticipated changes to its existing business plans or operations, or (ii) any changed or expected changes to its financial condition that has not been otherwise disclosed in any required public filings. Notwithstanding the foregoing, Lender acknowledges and agrees that it cannot buy or sell the securities of Parent on the basis of material, non-public information about Borrower, Parent or any other Affiliate of Borrower.

(g) Advance Date Certification Form . Exhibit E of the Loan Agreement is hereby deleted in its entirety and the Advance Date Certification Form attached as Exhibit A to this Agreement is hereby inserted in lieu thereof.

3. Release of Lenders . For and in consideration of Lenders’ agreement to enter into and execute this Agreement, and without any contingency, precondition, or condition subsequent, each of the Borrower Parties, for himself/herself/itself and his/her/its heirs, executors, trustees, successors and assigns, does hereby fully and forever release, relinquish, discharge, settle and compromise any and all claims, cross-claims, counterclaims, causes, damages and actions of every kind and character, and all suits, costs, damages, expenses, compensation and liabilities of every kind, character and description, whether direct or indirect, known or unknown, disclosed or hidden, in law or in equity, which he/she/it had or will have against Lenders, and/or any of Lenders’ affiliates, agents, representatives, officers, employees or contractors on account of, arising, or resulting from, or in any manner incidental to, any and every thing or event occurring or failing to occur at any time in the past up to and including the date hereof, including, without limitation, any claims relating to the Note, the Loan Agreement, the Mortgages or any other Loan Documents, any act or event relating to Lenders’ (or its designees’) possession or use of any collateral securing the Note at any time, the indebtedness evidenced by the Note, any act or event relating to the Lenders’ administration of the Loan Agreement, the Note or any other Loan Documents.

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4. Authorization . Borrower Parties represent and warrant to Lenders that each of them has full power and authority to enter into this Agreement; that the execution and delivery of this Agreement have been authorized by all requisite action; and that this Agreement constitutes the valid and legally binding obligation of Borrower Parties enforceable in accordance with its terms. This Agreement is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement and the indebtedness represented thereby and by the Note shall continue in full force and effect.

5. Ratification. Except as herein amended, the Loan Agreement is hereby ratified and affirmed. Execution of this Agreement shall not alter or diminish any rights of Lenders or obligations of Borrower Parties under any other note, instrument, or obligation secured by or entitled to the benefits of the Loan Agreement or the Note, including, without limitation, any of the other Loan Documents.

6. No Offsets or Defenses. Borrower Parties confirm that they have no offsets or defenses with respect to their obligations pursuant to the Loan Agreement and Note or any of the other Loan Documents.

7. Events of Default. Borrower Parties represent and warrant that, as of the Effective Date, there are no Events of Default under the Loan Agreement, Note or any of the other Loan Documents.

8. No Novation or Modification of Loan Documents, etc. Borrower Parties acknowledge and agree that (a) this Agreement is not intended to be, and shall not be deemed or construed to be, a novation; (b) except as expressly provided in this Agreement or any other written agreements with respect to the Loan Documents, no other modifications, amendments, or waivers of other Loan Documents are implied or intended; and (c) Lender reserves all available rights and remedies, at law, in equity and under any the Loan Documents.

9. Expenses. Borrower Parties agree to pay to Lenders all expenses, including Lenders’ attorney’s fees, incurred by Lenders in connection with the negotiation and preparation of this Agreement.

10. Counterparts. This Agreement may be executed in two or more counterparts, each of which when executed and delivered shall constitute an original, but all such counterparts together shall be deemed to be one and the same instrument.

11. Severability; Complete Agreement . If any provisions of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. The Loan Agreement and the Note, together with the other Loan Documents, as amended, constitute the full and complete agreement of the Borrower Partiers and Lenders with respect to the indebtedness evidenced by the Note and Loan Agreement.

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12. Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and assigns.

13. Waiver of Jury Trial. THE BORROWER PARTIES AND LENDERS HEREBY WAIVE ANY RIGHT THAT ANY OF THEM MAY HAVE TO A TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE LOAN, OR (B) IN ANY WAY CONNECTED WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE LENDERS AND ANY BORROWER PARTY WITH RESPECT TO THE LOAN DOCUMENTS OR IN CONNECTION WITH THIS AGREEMENT OR THE EXERCISE OF ANY PARTY’S RIGHTS AND REMEDIES UNDER THIS AGREEMENT, OR OTHERWISE, OR THE CONDUCT OR THE RELATIONSHIP OF THE PARTIES HERETO, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE BORROWER PARTIES AND LENDERS AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND BARGAINED AGREEMENT OF THE BORROWER PARTIES AND LENDERS IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY AS AN INDUCEMENT OF THE PARTIES TO ENTER INTO THIS AGREEMENT, AND THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE OR CONTROVERSY WHATSOEVER (WHETHER OR NOT MODIFIED HEREIN) BETWEEN THE BORROWER PARTIES AND THE LENDERS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the year and date first above written.

	BORROWER PARTIES :

	IPIC-GOLD CLASS ENTERTAINMENT, LLC

	By:	/s/ Hamid Hashemi
	Print Name:	Hamid Hashemi
	Title:	Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that HAMID HASHEMI, whose name as Managing Member of IPIC-GOLD CLASS ENTERTAINMENT, LLC, a Delaware limited liability company, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said limited liability company, on the day the same bears date.

Given under my hand and seal this 20 ^th day of June, 2018.

	/s/ Dawn Nelson
	Notary Public
	My commission expires: 12/5/2020

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	IPIC GOLD CLASS HOLDINGS LLC

	By:	/s/ Hamid Hashemi
	Print Name:	Hamid Hashemi
	Title:	Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that HAMID HASHEMI, whose name as Managing Member of IPIC-GOLD CLASS HOLDINGS LLC, a Delaware limited liability company, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said limited liability company, on the day the same bears date.

Given under my hand and seal this 20 ^th day of June, 2018.

	/s/ Dawn Nelson
	Notary Public
	My commission expires: 12/5/2020

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	IPIC-GOLD CLASS TEXAS, LLC

	By:	/s/ Hamid Hashemi
	Print Name:	Hamid Hashemi
	Title:	Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that HAMID HASHEMI, whose name as Managing Member of IPIC-GOLD CLASS TEXAS, LLC, a Delaware limited liability company, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said limited liability company, on the day the same bears date.

Given under my hand and seal this 20 ^th day of June, 2018.

	/s/ Dawn Nelson
	Notary Public
	My commission expires: 12/5/2020

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	IPIC MEDIA, LLC

	By:	/s/ Hamid Hashemi
	Print Name:	Hamid Hashemi
	Title:	Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that HAMID HASHEMI, whose name as Managing Member of IPIC MEDIA, LLC, a Delaware limited liability company, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said limited liability company, on the day the same bears date.

Given under my hand and seal this 20 ^th day of June, 2018.

	/s/ Dawn Nelson
	Notary Public
	My commission expires: 12/5/2020

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	DELRAY BEACH HOLDINGS, LLC

	By:	/s/ Hamid Hashemi
	Print Name:	Hamid Hashemi
	Title:	Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that HAMID HASHEMI, whose name as Managing Member of DELRAY BEACH HOLDINGS, LLC, a Delaware limited liability company, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said limited liability company, on the day the same bears date.

Given under my hand and seal this 20 ^th day of June, 2018.

	/s/ Dawn Nelson
	Notary Public
	My commission expires: 12/5/2020

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	BAY COLONY REALTY, LLC

	By:	/s/ Hamid Hashemi
	Print Name:	Hamid Hashemi
	Title:	Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that HAMID HASHEMI, whose name as Managing Member of BAY COLONY REALTY, LLC, a Delaware limited liability company, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said limited liability company, on the day the same bears date.

Given under my hand and seal this 20 ^th day of June, 2018.

	/s/ Dawn Nelson
	Notary Public
	My commission expires: 12/5/2020

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	LENDERS :

	THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA

	By:	/s/ Dr. David G. Bronner
	Print Name:	Dr. David G. Bronner
	Title:	CEO

STATE OF ALABAMA

COUNTY OF MONTGOMERY

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that Dr. David G. Bronner, whose name as CEO of the Teachers’ Retirement System of Alabama is signed to the foregoing Agreement, and who is known to me, acknowledged before me on this day that, being informed of the contents of the Agreement, he, as such officer and with full authority, executed the same voluntarily for and as the act of said body corporate of the State of Alabama acting in its capacity as aforesaid.

Given under my hand and official seal this 22 ^nd day of June, 2018.

	/s/ Debra Dahl
	Notary Public
	My commission expires: 1/23/19

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	THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA

	By:	/s/ Dr. David G. Bronner
	Print Name:	Dr. David G. Bronner
	Title:	CEO

STATE OF ALABAMA

COUNTY OF MONTGOMERY

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that Dr. David G. Bronner, whose name as CEO of the Employees’ Retirement System of Alabama is signed to the foregoing Agreement, and who is known to me, acknowledged before me on this day that, being informed of the contents of the Agreement, he, as such officer and with full authority, executed the same voluntarily for and as the act of said body corporate of the State of Alabama acting in its capacity as aforesaid.

Given under my hand and official seal this 22 ^nd day of June, 2018.

	/s/ Debra Dahl
	Notary Public
	My commission expires: 1/23/19

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EXHIBIT A

Revised Advance Date Certificate Form

Advance Date Certification Form

(for Planned Projects, Renovation Projects and Future Projects)

[Planned] [Renovation] Project Location:______________________________

Pursuant to that certain Second Amended and Restated Master Loan and Security Agreement dated February 1, 2018 (together with any amendments thereto, the “Loan Agreement”) by and among IPIC-GOLD CLASS ENTERTAINMENT, LLC , a Delaware limited liability company (the “Borrower”) IPIC GOLD CLASS HOLDING LLC, a Delaware limited liability company (“Holdings”), the Borrower Subsidiaries party thereto, and THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA , a body corporate of the State of Alabama created under Section 16-25-1 et. seq., Code of Alabama (1975), as amended (the “TRS” or “Agent Lender”), and THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA , a body corporate of the State of Alabama created under Section 36-27-1 et. seq., Code of Alabama (1975), as amended (the “ERS”) (the TRS and the ERS are sometimes herein referred to individually as a “Lender” and collectively as the “Lenders”), Borrower and Agent Lender desire to certify the following below as of the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Loan Agreement.

Borrower and Agent Lender hereby agree and certify as follows:

1. The initial Advance of the Loan for the Project described above occurred on __________________, 20__ (the “Initial Advance Date”).

2. Based on such Initial Advance Date, the Scheduled Completion Date for this particular Project will be_______________________ (the date which is fifteen (15) months from the Initial Advance Date if a Future Project or the date which is twelve (12) months from Initial Advance Date for a Renovation Project).

3. [INSERT FOR FUTURE PROJECTS AND RENOVATION PROJECTS ONLY AS THIS IS ONLY APPLICABLE TO TRANCHE 3 ADVANCES] Based on such Initial Advance Date and pursuant to Section 2.4(b) of the Loan Agreement, payments of accrued interest with respect to this particular Project shall commence on the first Scheduled Payment Date following the earlier of (1) the date which is six (6) months following the opening or re-opening of the Project, as applicable, or (2) (the date which is twenty-one (21) months following the initial Advance for this Project).

[Remainder of Page Intentionally Left Blank]

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Certified and agreed by Borrower and Agent Lender as of this _____ day of __________, 20___.

	BORROWER :

	IPIC-GOLD CLASS ENTERTAINMENT, LLC

	By:
	Print Name:
	Its:

	AGENT LENDER :

	THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA

	By:
	Print Name:
	Its:

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Exhibit 10.2

SECOND MODIFICATION AGREEMENT

THIS SECOND MODIFICATION AGREEMENT, (this “ Agreement ”), made as of June 29, 2018 (the “ Effective Date ”), by and among IPIC-GOLD CLASS ENTERTAINMENT LLC, a Delaware limited liability company (the “ Borrower ”), IPIC GOLD CLASS HOLDINGS LLC, a Delaware limited liability company (“ Holdings ”), IPIC TEXAS, LLC, a Texas limited liability company (“ IPIC Texas ”), IPIC MEDIA, LLC, a Florida limited liability company (“ IPIC Media ”), DELRAY BEACH HOLDINGS, LLC, a Florida limited liability company (“ DB Holdings ”), BAY COLONY REALTY, LLC, a Florida limited liability company (“ Bay Colony ”, together with Borrower, Holdings, IPIC Texas, IPIC Media and DB Holdings, collectively, the “ Borrower Parties ”) and THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA, a body corporate of the State of Alabama created under Section 16-25-1 et. seq ., Code of Alabama (1975), as amended (the “ TRS ”), and THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA, a body corporate of the State of Alabama created under Section 36-27-1 et. seq ., Code of Alabama (1975), as amended (the “ ERS ”) (the TRS and the ERS are sometimes herein referred to individually as a “ Lender ” and collectively as the “ Lenders ”).

RECITALS:

A. Borrow er Parties and Lenders are party to that certain Second Amended and Restated Master Loan and Security Agreement dated February 1, 2018, as amended by Modification Agreement dated June 22, 2018 (as previously or hereafter amended, the “ Loan Agreement ”), pursuant to which, Lenders have agreed to extend to Borrowe r a non-revolving credit facility in an aggregate principal amount not to exceed $225,828,169.12 (the “ Loan ”) for the purpose of financing the costs of leasing, constructing, furnishing, equipping, establishing and operating upscale cinema projects to be located at sites in the United States of America in accordance with the terms of the Loan Agreement. Capitalized terms not otherwise defined herein shall have the meanings given in the Loan Agreement.

B. The Borrower Parties have requested that proceeds of the Loan be made available for Working Capital Expenses (as hereafter defined), and, as a condition precedent to allowing proceeds of the Loan to be used for Working Capital Expenses, Lenders require that the Loan Agreement be modified on the terms and conditions hereafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and other good and valuable consideration, the parties hereto agree as follows:

1. Recitals . The Recitals herein are true and correct.

2. Tranche 3 Committed Amount Remaining Availability . Borrower Parties acknowledge and agree that as of June 27, 2018, $120,774,812.30 of the Tranche 3 Committed Amount has been Advanced, leaving $65,225,187.70 available for Advance subject to the terms and conditions of the Loan Agreement, as modified hereby.

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3. Amendments to Loan Agreement .

(a) Definitions.

(i)

The definition of “Required Borrower’s Funds” is hereby deleted in its entirety.

(ii)

The following definitions are hereby added to Section 1.1 of the Loan Agreement:

“Delray Project” means the Project located in the development located at 59-61 SE 4th Avenue, Delray Beach, Florida.

“Irvine Project” means the Project located at 2983 & 2981-E Michelson Drive, Irvine, California.

“Mizner Park Project” mean the renovations to the existing, operating Project located at 400 N. Federal Hwy., Boca Raton, Florida 33432.

“Remaining Construction Projects” means, collectively, the following Projects: the Renovation Projects, the Mizner Park Project, the Delray Project and the Irvine Project.

“Working Capital Advance Request” shall have the meaning assigned to such term in Section 4.1(o) hereof.

“Working Capital Expenses” means Borrower’s expenses related to day-to-day operations of Borrower, including, without limitation, rent, payroll, inventory purchases, operational costs, annual routine and customary maintenance costs for each Project in an aggregate amount of up to $50,000 (any maintenance costs for any Project in excess of such threshold must be approved in writing by Agent Lender in its sole and absolute discretion), interest expense and construction costs associated with the Remaining Construction Projects. Notwithstanding the foregoing, Working Capital Expenses do not include (i) any bonuses to employees of Parent, Borrower or any Borrower Subsidiary or (ii) construction costs associated with any Project that is not a Remaining Construction Project.

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(b) Repayment of Loan. Section 2.4(b)(3)(ii) of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

(ii) With respect to the Tranche 3 Committed Amount, being that portion of the outstanding principal balance of the Loan to be Advanced to Borrower in connection with a Remaining Construction Project or other Working Capital Expenses, interest shall be payable on Advances of such Tranche 3 Committed Amount on a Project Tranche by Project Tranche basis as follows: (A) with respect to an Advance for any Remaining Construction Project, on the first Scheduled Interest Payment Date following the earlier to occur of (1) the date which is six (6) months following the opening or re-opening of a Remaining Construction Project, as applicable, or (2) the date which is twenty-one (21) months following the initial Advance of the Project Tranche designated for such Remaining Construction Project, as applicable, and on each Scheduled Interest Payment Date thereafter through and including the Scheduled Interest Payment Date immediately preceding the Maturity Date , all accrued but unpaid interest on the outstanding principal balance of all Advances of the Project Tranche designated for such Remaining construction Project shall be due and payable; and (B) with respect to any Advance for Working Capital Expenses which is not used to construct a Remaining Construction Project, the first Scheduled Interest Payment Date following such Advance for Working Capital Expenses, and on each Scheduled Interest Payment Date thereafter through and including the Scheduled Interest Payment Date immediately preceding the Maturity Date , all accrued but unpaid interest on the outstanding principal balance of all Advances of such Working Capital Expenses shall be due and payable.

(c) Advances for Project Costs and Working Capital Expenses . Section 3.2(a) of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

(a) Working Capital Expenses . The parties hereto acknowledge and agree that the remaining proceeds from the Loan not yet Advanced are to be used for Working Capital Expenses.

(d) Project Development Budget Review and Revision . Sections 3.3(b) and (c) of the Loan Agreement are hereby deleted in its entirety and the following inserted in lieu thereof:

(b) Other than the Remaining Construction Projects, proceeds from the Loan shall not be available for the construction of any proposed Project without the express written consent of Agent Lender, which consent may be withheld in Agent Lender’s sole and absolute discretion. Subject to the terms and conditions of this Agreement, the total amount of Loan proceeds required by the Project Development Budget of each Remaining Construction Project may not exceed the lesser of (i) the Available Committed Amount or (ii) one hundred percent (100%) of the total costs to develop such Remaining Construction Project and do all things necessary for the opening or re-opening, as applicable, of such Remaining Construction Project, as set forth in the Project Development Budget for such Remaining Construction Project.

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(c) Once a Project Development Budget for a Remaining Construction Project is approved by Agent Lender, an amount equal to one hundred percent (100%) of the total remaining costs to develop such Remaining Construction Project as shown on such Project Development Budget shall constitute the “Project Tranche” applicable thereto. The parties anticipate that changes to Project Development Budgets may be desired by Borrower in the course of developing the Remaining Construction Projects through reallocations among line items, cost-savings or cost overruns. Such changes to Project Development Budgets may be made by Borrower with prior notice to Agent Lender, but without Agent Lender approval or consent as provided in Section 4.1(f) hereof. Notwithstanding the foregoing, any changes to the amount of a Project Tranche (either increases or decreases) shall be subject to Agent Lender’s prior written consent, which consent shall not be unreasonably withheld as long as such changes will not result in a negative Remaining Construction Project Reserve and Agent Lender reasonably believes the new proposed Project Tranche for the Project remains sufficient to permit the completion of the Project without creating a negative Remaining Construction Project Reserve. In the event the Agent Lender consents to any modification to a Project Tranche amount, the Remaining Construction Project Reserve will be adjusted upward or downward accordingly; provided, at no time shall the Remaining Construction Project Reserve exceed the Available Committed Amount (calculation of the Available Committed Amount shall not include the Interest Reserve). To the extent that Project Development Budget changes by Borrower result in increased Project costs for which there is no Available Committed Amount sufficient to permit such an increase in the Project Tranche, Borrower shall be responsible for paying the full amount of such Deficiency from Borrower’s own funds, as hereinafter provided. To the extent an approved modification to an existing Project Tranche amount results in an increase to the Remaining Construction Project Reserve with respect to Advances for a Remaining Construction Project, the amount of such increase shall then be available for other Remaining Construction Projects, subject, however, to appropriate and acceptable adjustments to the Project Development Budgets for such other Remaining Construction Projects.

(e) Tranche 3 Committed Amounts . Section 4.1(b) of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

(b) Tranche 3 Committed Amounts . With respect to Advances of the remaining Tranche 3 Committed Amount (other than in respect of the Village Note Payoff Advance (which has been fully Advanced as of the date hereof and no further Advances are available related thereto) and the Operating Expense Advance (which has been fully Advanced as of the date hereof and no further Advances are available related thereto)), and subject to the Interest Reserve and Remaining Construction Project Reserve requirements set forth in this Agreement, upon the Agent Lender’s receipt and approval, as and to the extent required by this Agreement, of (i) Project Specific Due Diligence for a Remaining Construction Project (including, without limitation, the Project Development Budget for such Projects) or (ii) a Working Capital Advance Request, the Lenders agree, on the terms and conditions and relying on the representations set forth herein, to lend to the Borrower an amount not to exceed:

(1) as to each Remaining Construction Project , an amount equal to the Project Tranche for such Project calculated pursuant to Section 3.3(c) above; and

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(2) as to Working Capital Expenses in the aggregate, the Tranche 3 Committed Amount less any Tranche 3 Committed Amount previously advanced for any Existing Project, Planned Project, Future Project, the Village Note Payoff Advance, the Operating Expense Advance, any Remaining Construction Project, or any other Working Capital Expenses.

(f) Remaining Construction Project Advance Requests . Section 4.1(c) of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

(c) Subject to compliance by Holdings, the Borrower and each Borrower Subsidiary with all of the provisions of this Agreement and so long as no Default or Event of Default then exists, Loan proceeds applicable to each Remaining Construction Project shall be disbursed by the Lenders making Advances in accordance with the following procedures:

(1) Not less than five (5) Business Days before the date on which the Borrower desires an Advance for a Remaining Construction Project, the Borrower shall submit to the Agent Lender a request for an Advance in the form attached hereto as Exhibit H . A separate Advance request must be completed for each Project for which an Advance is requested. While Advances may be made simultaneously to finance costs of more than one Project, Advances shall be made not more than once each calendar month, and the Borrower hereby acknowledges and agrees that it must coordinate requests for multiple Projects such that the Lenders are not required to Advance more than once per month. Notwithstanding anything to the contrary herein provided, no Advances shall be made during the last five (5) Business Days in September of any year. Each request for an Advance shall identify the Remaining Construction Project for which such Advance is made with specificity, must be signed by an Authorized Representative, must be submitted in compliance with the provisions of Section 9.7 herein (with an e-mail transmission notification to each of hunter.harrell@rsa-al.gov , rachel.daniels@rsa-al.gov , and steve.timms@rsa-al.gov (or such other e-mail addresses provided to Borrower by the Agent Lender) as to the incoming Advance request), and must be accompanied by the following:

(i) a copy of the Project Development Budget for such Project, together with a cost breakdown by line item showing the cost of Improvements and any budgeted soft costs spent to the date of the requisition and showing the percentage of completion, certified by the Borrower as correct;

(ii) AIA Documents G702 and G703 and conditional lien waivers from the General Contractor and any Major Subcontractor (as hereinafter defined) and invoices supporting all nonconstruction costs. As used herein “Major Subcontractor” means any subcontractor or supplier of materials entering into contracts for services and/or supply of materials for the Project in an amount greater than $50,000;

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(iii) unless not available in a Project jurisdiction or otherwise waived by Agent Lender for a Project, an endorsement to the Title Policy which brings the effective date of the Title Policy insuring the Mortgage forward to the date of such Advance, which shows no unapproved title exceptions, which evidences to the Lenders’ satisfaction that there has been no change in the status of the title to the Property or the Borrower’s interest therein or creation of any new encumbrances thereon, or occurrence of any event that could in Lenders’ opinion impair the priority of the Lien of the Mortgage as of the time of each advance, and which increases the amount of title insurance thereunder, and otherwise is in form and content acceptable to the Lenders;

(iv) Intentionally Deleted;

(v) a certificate of Borrower, Holdings and Borrower Subsidiaries to the effect that (1) the representations and warranties made by the Borrower, Holdings and Borrower Subsidiaries in this Agreement and all other Loan Documents are true and correct on and as of the date of the making of such request for an Advance with the same force and effect as if made on and as of such date, (2) no Default or Event of Default has occurred and is continuing, (3) all completed construction is substantially in accordance with the Plans and Specifications for such Project, (4) all construction and nonconstruction costs for the payment of which the Lenders have previously made Advances (including Advances for the Project made the basis of the request and all prior Advances for any other Project) have in fact been paid (except to the extent reasonable reserves have been established with respect to amounts due or to become due), (5) as of the date of such Advance, to its knowledge, none of Holdings, Borrower or any Borrower Subsidiaries has any defenses, equities or setoffs with respect to the Loan Obligations, (6) that the Project Development Budgets (as the same may have been amended to the extent permitted herein and including any amendments thereto of which Borrower is then providing the required notice to Agent Lender) for all other Remaining Construction Projects remain true, accurate and complete in all material respects and include all costs required to develop and open the Projects to which they pertain; and (7) including such other certifications, representations and warranties as Agent Lender may reasonably request; and

(vi) such other items related to (i), (ii) and (iii) above as may be reasonably required by the Agent Lender in connection with any such request for an Advance.

(g) Advance Limitations . Section 4.1(h) of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

(h) The Lenders reserve the right to limit the total amount advanced for any Remaining Construction Project at any time to an amount which, when deducted from the Project Tranche designated and supported by the related Project Development Budget, leaves a balance equal to one hundred percent (100%) of the sum of the cost of completion of all Improvements for such Project plus remaining nonconstruction expenses for such Project necessary for completion, as reasonably determined by the Agent Lender from time to time.

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(h) Working Capital Advance Requests . The following is hereby added as Section 4.1(o) to the Loan Agreement:

(o) Subject to compliance by Holdings, the Borrower and each Borrower Subsidiary with all of the provisions of this Agreement and so long as no Default or Event of Default then exists, Loan proceeds applicable for Working Capital Expenses (other than Working Capital Expenses related to Remaining Construction Projects, which shall be subject to the provisions of Section 4.1(c)) shall be disbursed by the Lenders making Advances in accordance with the following procedures:

(1) Not less than five (5) Business Days before the date on which the Borrower desires an Advance for applicable Working Capital Expenses, the Borrower shall submit to the Agent Lender a request (each, a “ Working Capital Advance Request ”) for an Advance in the form attached hereto as Exhibit R . A separate Advance request must be completed for all Working Capital Expenses for which an Advance is requested. Advances for Working Capital Expenses shall be made not more than once each calendar month, and the Borrower hereby acknowledges and agrees that it must coordinate requests for Remaining Construction Projects such that the Lenders are not required to Advance more than once per month. Notwithstanding anything to the contrary herein provided, no Advances shall be made during the last five (5) Business Days in September of any year. Each request for an Advance must be signed by an Authorized Representative, must be submitted in compliance with the provisions of Section 9.7 herein (with an e-mail transmission notification to each of hunter.harrell@rsa-al.gov and rachel.daniels@rsa-al.gov (or such other e-mail addresses provided to Borrower by the Agent Lender) as to the incoming Advance request)), and must be accompanied by the following:

(i) a certificate of Borrower, Holdings and Borrower Subsidiaries to the effect that (1) the representations and warranties made by the Borrower, Holdings and Borrower Subsidiaries in this Agreement and all other Loan Documents are true and correct on and as of the date of the making of such request for an Advance with the same force and effect as if made on and as of such date, (2) no Default or Event of Default has occurred and is continuing, (3) all construction and nonconstruction costs for the payment of which the Lenders have previously made Advances (including Advances for Working Capital Expenses, Remaining Construction Projects and all prior Advances for any other Project, Working Capital Expenses or Remaining Construction Projects) have in fact been paid (except to the extent reasonable reserves have been established with respect to amounts due or to become due), (4) as of the date of such Advance, to its knowledge, none of Holdings, Borrower or any Borrower Subsidiaries has any defenses, equities or setoffs with respect to the Loan Obligations; and (5) including such other certifications, representations and warranties as Agent Lender may reasonably request; and

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(ii) if requested by Agent Lender, evidence, as reasonably required by Lender, of the Working Capital Expenses for which any subject Advance is being requested.

(i) Working Capital Expense Request Form . The Working Capital Expense Request Form attached as Schedule 1 hereto, is hereby added as Exhibit R to the Loan Agreement and made a part thereof.

(j) Direct Advances . Section 4.2 of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

4.2 Direct Advances . After the occurrence of an Event of Default, the Lenders may from time to time make Advances for any other Working Capital Expenses, regardless of whether the Borrower has submitted a requisition therefor. Such Advances may be made directly to parties to whom such amounts are due or to the Lenders to reimburse the Lenders for sums due to them. All such Advances to parties other than the Borrower shall be deemed Advances to the Borrower hereunder and shall be secured by the Collateral to the same extent as if they were made directly to the Borrower.

(k) Required Borrower Funds . Section 4.4 of the Loan Agreement is hereby deleted in its entirety.

(l) Lessor Contributions . Section 4.5(e) of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

(e) Borrower may elect during the Commitment Period and so long as no Default or Event of Default then exists to apply any Lessor Contributions toward the payment of Total Approved Project Costs To Date (as defined in Section 4.1(m)(1) herein). Notwithstanding that such use of Lessor Contributions may be applied in lieu of Advances of the Loan to pay Total Approved Project Costs To Date, nothing herein shall be deemed to limit or modify the Borrower’s obligation to the Lenders to comply with all obligations to provide Project Specific Due Diligence for the Project to be financed with such Lessor Contributions as set forth in Section 3.2(d), including but not limited to confirmation that the Lenders’ lien on and security interest in such Project and related Collateral has attached and is perfected on a first priority basis.

(m) Interest Reserve . The following is hereby added as Section 4.6 of the Loan Agreement and made a part thereof:

4.6 Interest Reserve . The Tranche 3 Committed Amount will include an interest reserve in the amount of $11,356,647.89, which, subject to the terms of this Agreement, shall be reserved solely for the payment of interest under the Loan as it becomes due (the “ Interest Reserve ”). The Interest Reserve will not be included in the computation of the undisbursed portion of the Tranche 3 Committed Amount.

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(n) Remaining Construction Project Reserve . The following is hereby added as Section 4.7 of the Loan Agreement and made a part thereof:

4.7 Remaining Construction Project Reserve . The Tranche 3 Committed Amount will include a construction reserve in an amount being (collectively, the “ Remaining Construction Project Reserve ”): (i) the aggregate of the Project Development Budgets for the Remaining Construction Projects plus (ii) a contingency reserve equal to ten percent (10%) of the aggregate of the Project Development Budgets for the Remaining Construction Projects (excluding the Project Development Budgets for the Pasadena Renovation Project and the Renovation Project to the Existing Scottsdale Project) (the “ Contingency Reserve ”) plus any sums not identified in any Project Development Budget for such Remaining Construction Projects (as the same may be amended as permitted herein) but which are reasonably identified by the Agent Lender as amounts required to complete the development of any Remaining Construction Projects (i.e., any “overrun” amounts). Funds in the Remaining Construction Project Reserve shall be used for Advances related solely to the construction of the Remaining Construction Projects in accordance with the approved Project Development Budgets therefor, and shall not be available for Advances for Working Capital Expenses that are not related to the construction of such Remaining Construction Projects. So long as the cost of any Remaining Construction Project has not exceeded the aggregate of the Project Development Budget for such Remaining Construction Project plus the Contingency Reserve allocated thereto, as determined by Agent Lender in its discretion, and no other Default or Event of Default has occurred or is occurring, funds in the Contingency Reserve shall be available for release from the Contingency Reserve upon satisfaction of the following conditions: (A) upon completion of a Renovation Project (other than the Pasadena Renovation Project and the Renovation Project to the Existing Scottsdale Project) and receipt by Agent Lender of a certificate for such Renovation Project in accordance with Section 6.23 of this Agreement, to the extent there are any funds remaining in the Contingency Reserve allocable to such Renovation Project, such funds shall be made available for Advances for any Working Capital Expenses so long as Borrower is in compliance with all other terms and conditions of this Agreement; and (B) upon completion of all other Remaining Construction Projects and receipt by Lender of a certificate for each one of such Remaining Construction Projects in accordance with Section 6.23 of this Agreement, to the extent there are any funds remaining in the Contingency Reserve, such funds, together with any other funds remaining in the Remaining Construction Project Reserve shall be made available for Advances for any Working Capital Expenses so long as Borrower is in compliance with all other terms and conditions of this Agreement.

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(o) Remaining Construction Projects Budgets . For purposes of calculating the aggregate of the Project Development Budges for the Remaining Construction Projects as set forth in Section 4.7 of the Loan Agreement, such aggregate amount shall be calculated by Agent Lender, in its sole and absolute discretion, based upon the Project Development Budges for the Remaining Construction Projects attached as Schedule 3 hereto and made a part hereof.

(p) Construction of Improvements. Section 6.23 of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

Construct Improvements and Complete the Projects . Commence construction, reconfiguration and/or renovation, as applicable, of each of the Remaining Construction Projects within sixty (60) days following the initial Advance of the corresponding Project Tranche, but in any event to commence construction of each of such Projects no later than the expiration of the Commitment Period; cause each set of Improvements to be constructed substantially in accordance with the Plans and Specifications therefor, and in compliance with all applicable restrictive covenants, zoning ordinances, setback requirements, building codes and governmental regulations, and so as not to encroach upon or overhang into any easement or right-of-way; cause such construction to proceed continuously and permit no cessation of work; and complete each of such Projects and obtain all required Permits and a certificate of occupancy or other final governmental approval of such Improvements for their intended use on or before the Scheduled Completion Date therefor, time being of the essence.

The completion of each of the Remaining Construction Projects and the payment of all costs and expenses incidental thereto shall be evidenced by the Borrower’s delivery, within ninety (90) days of the Scheduled Completion Date for each applicable Project, to the Agent Lender of a certificate signed by the Borrower stating that:

(1) the acquisition, construction, installation and equipping of such Project has been completed in all material respects substantially in accordance with the Plans and Specifications;

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(q) Use of Proceeds. Section 6.24 of the Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

6.24 Use of Proceeds. Use the Advances under the Loan (if applicable) (other than (i) the Village Note Payoff Advance, which shall be used for the purposes described in Section 2.10 and (ii) the Operating Expense Advance, which was used solely for the purposes set forth in the Fourth Modification) solely and exclusively for Working Capital Expenses. The Borrower shall not commingle any of the Advances or any of the funds of the Borrower which are to be invested in the Remaining Construction Projects or used for other Working Capital Expenses with the funds of any other entity or Person or use any of the Advances for any uses except as permitted by this Agreement. The Lenders reserve the right, at any time, to require satisfactory proof as to the disposition made of any of the proceeds of the Loan. Nothing contained herein, however, shall be construed to require the Lenders to follow the disposition, or to monitor the proper application; of any funds advanced by the Lenders. Borrower shall also use Excess Cash Flow and Lessor Contributions only for such purposes as permitted herein. Other than the Remaining Construction Projects, no proceeds of the Loan shall be available for Advances on any construction of any other Projects without Agent Lender’s express written consent, which consent may be withheld in Agent Lender’s sole and absolute discretion.

(r) Advance Date Certification Form. Exhibit H of the Loan Agreement is hereby deleted in its entirety and the Advance Request Form attached as Schedule 2 to this Agreement is hereby inserted in lieu thereof.

(s) Limited Waiver of EBITDA Requirement . Lenders acknowledge and agree that with respect to Advances for Working Capital Expenses, so long as (i) no Material Adverse Effect occurs prior to any Advance for any Working Capital Expenses, and (ii) no Default or Event of Default occurs prior to any Advance for any Working Capital Expenses, the EBITDA Requirement set forth in Section 6.30 of the Loan Agreement shall be waived (the “ Limited EBITDA Waiver ”). Borrower acknowledges and agrees that the Limited EBITDA Waiver is a limited waiver and, unless otherwise agreed by Lenders in writing, hereafter, any Advance of the Tranche 3 Committed Amount that is for construction of a Project that is not a Remaining Construction Project, will be subject to the EBITDA Requirement. Borrower acknowledges and agrees that the Limited EBITDA Waiver shall not apply to, or in any way modify or otherwise affect, the method of calculation of Net Income in conjunction with any other terms and conditions set forth in the Loan Agreement, including, without limitation, the determination of Excess Cash Flow thereunder.

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4. Release of Lenders . For and in consideration of Lenders’ agreement to enter into and execute this Agreement, and without any contingency, precondition, or condition subsequent, each of the Borrower Parties, for himself/herself/itself and his/her/its heirs, executors, trustees, successors and assigns, does hereby fully and forever release, relinquish, discharge, settle and compromise any and all claims, cross-claims, counterclaims, causes, damages and actions of every kind and character, and all suits, costs, damages, expenses, compensation and liabilities of every kind, character and description, whether direct or indirect, known or unknown, disclosed or hidden, in law or in equity, which he/she/it had or will have against Lenders, and/or any of Lenders’ affiliates, agents, representatives, officers, employees or contractors on account of, arising, or resulting from, or in any manner incidental to, any and every thing or event occurring or failing to occur at any time in the past up to and including the date hereof, including, without limitation, any claims relating to the Note, the Loan Agreement, the Mortgages or any other Loan Documents, any act or event relating to Lenders’ (or its designees’) possession or use of any collateral securing the Note at any time, the indebtedness evidenced by the Note, any act or event relating to the Lenders’ administration of the Loan Agreement, the Note or any other Loan Documents.

5. Authorization . Borrower Parties represent and warrant to Lenders that each of them has full power and authority to enter into this Agreement; that the execution and delivery of this Agreement have been authorized by all requisite action; and that this Agreement constitutes the valid and legally binding obligation of Borrower Parties enforceable in accordance with its terms. This Agreement is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement and the indebtedness represented thereby and by the Note shall continue in full force and effect.

6. Ratification. Except as herein amended, the Loan Agreement is hereby ratified and affirmed. Execution of this Agreement shall not alter or diminish any rights of Lenders or obligations of Borrower Parties under any other note, instrument, or obligation secured by or entitled to the benefits of the Loan Agreement or the Note, including, without limitation, any of the other Loan Documents.

7. No Offsets or Defenses. Borrower Parties confirm that they have no offsets or defenses with respect to their obligations pursuant to the Loan Agreement and Note or any of the other Loan Documents.

8. Events of Default. Borrower Parties represent and warrant that, as of the Effective Date, there are no Events of Default under the Loan Agreement, Note or any of the other Loan Documents.

9. No Novation or Modification of Loan Documents, etc. Borrower Parties acknowledge and agree that (a) this Agreement is not intended to be, and shall not be deemed or construed to be, a novation; (b) except as expressly provided in this Agreement or any other written agreements with respect to the Loan Documents, no other modifications, amendments, or waivers of other Loan Documents are implied or intended; and (c) Lender reserves all available rights and remedies, at law, in equity and under any the Loan Documents.

10. Expenses. Borrower Parties agree to pay to Lenders all expenses, including Lenders’ attorney’s fees, incurred by Lenders in connection with the negotiation and preparation of this Agreement.

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11. Counterparts. This Agreement may be executed in two or more counterparts, each of which when executed and delivered shall constitute an original, but all such counterparts together shall be deemed to be one and the same instrument.

12. Severability; Complete Agreement . If any provisions of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. The Loan Agreement and the Note, together with the other Loan Documents, as amended, constitute the full and complete agreement of the Borrower Partiers and Lenders with respect to the indebtedness evidenced by the Note and Loan Agreement.

13. Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and assigns.

14. Waiver of Jury Trial. THE BORROWER PARTIES AND LENDERS HEREBY WAIVE ANY RIGHT THAT ANY OF THEM MAY HAVE TO A TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE LOAN, OR (B) IN ANY WAY CONNECTED WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE LENDERS AND ANY BORROWER PARTY WITH RESPECT TO THE LOAN DOCUMENTS OR IN CONNECTION WITH THIS AGREEMENT OR THE EXERCISE OF ANY PARTY’S RIGHTS AND REMEDIES UNDER THIS AGREEMENT, OR OTHERWISE, OR THE CONDUCT OR THE RELATIONSHIP OF THE PARTIES HERETO, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE BORROWER PARTIES AND LENDERS AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND BARGAINED AGREEMENT OF THE BORROWER PARTIES AND LENDERS IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY AS AN INDUCEMENT OF THE PARTIES TO ENTER INTO THIS AGREEMENT, AND THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE OR CONTROVERSY WHATSOEVER (WHETHER OR NOT MODIFIED HEREIN) BETWEEN THE BORROWER PARTIES AND THE LENDERS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the year and date first above written.

	BORROWER PARTIES:

	IPIC-GOLD CLASS ENTERTAINMENT, LLC

	By:	/s/ Hamid Hashemi
	Print Name: Hamid Hashemi
	Title: Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

Given under my hand and seal this 29 ^th day of June, 2018.

	/s/ Roberta L. Ryncarz
	Notary Public
	My commission expires: April 1, 2020

- 14 -

	IPIC GOLD CLASS HOLDINGS LLC

	By:	/s/ Hamid Hashemi
	Print Name: Hamid Hashemi
	Title: Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

Given under my hand and seal this 29 ^th day of June, 2018.

	/s/ Roberta L. Ryncarz
	Notary Public
	My commission expires: April 1, 2020

- 15 -

	IPIC-GOLD CLASS TEXAS, LLC

	By:	/s/ Hamid Hashemi
	Print Name: Hamid Hashemi
	Title: Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

Given under my hand and seal this 29 ^th day of June, 2018.

	/s/ Roberta L. Ryncarz
	Notary Public
	My commission expires: April 1, 2020

- 16 -

	IPIC MEDIA, LLC

	By:	/s/ Hamid Hashemi
	Print Name: Hamid Hashemi
	Title: Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

Given under my hand and seal this 29 ^th day of June, 2018.

	/s/ Roberta L. Ryncarz
	Notary Public
	My commission expires: April 1, 2020

- 17 -

	DELRAY BEACH HOLDINGS, LLC

	By:	/s/ Hamid Hashemi
	Print Name: Hamid Hashemi
	Title: Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

Given under my hand and seal this 29 ^th day of June, 2018.

	/s/ Roberta L. Ryncarz
	Notary Public
	My commission expires: April 1, 2020

- 18 -

	BAY COLONY REALTY, LLC

	By:	/s/ Hamid Hashemi
	Print Name: Hamid Hashemi
	Title: Managing Member

STATE OF FLORIDA

COUNTY OF PALM BEACH

Given under my hand and seal this 29 ^th day of June, 2018.

	/s/ Roberta L. Ryncarz
	Notary Public
	My commission expires: April 1, 2020

- 19 -

	LENDERS:

	THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA

	By:	/s/ David G. Bronner
	Print Name: David G. Bronner
	Title: CEO

STATE OF ALABAMA

COUNTY OF MONTGOMERY

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that David G. Bronner, whose name as CEO of the Teachers’ Retirement System of Alabama is signed to the foregoing Agreement, and who is known to me, acknowledged before me on this day that, being informed of the contents of the Agreement, he, as such officer and with full authority, executed the same voluntarily for and as the act of said body corporate of the State of Alabama acting in its capacity as aforesaid.

Given under my hand and official seal this 29 ^th day of June, 2018.

	/s/ Sandra C. Bigger
	Notary Public
	My commission expires: July 1, 2018

- 20 -

	THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA

	By:	/s/ David G. Bronner
	Print Name: David G. Bronner
	Title: CEO

STATE OF ALABAMA

COUNTY OF MONTGOMERY

I, the undersigned, a Notary Public in and for said County, in said State, hereby certify that David G. Bronner, whose name as CEO of the Employees’ Retirement System of Alabama is signed to the foregoing Agreement, and who is known to me, acknowledged before me on this day that, being informed of the contents of the Agreement, he, as such officer and with full authority, executed the same voluntarily for and as the act of said body corporate of the State of Alabama acting in its capacity as aforesaid.

Given under my hand and official seal this 29 ^th day of June, 2018.

	/s/ Sandra C. Bigger
	Notary Public
	My commission expires: July 1, 2018

- 21 -

Schedule 1

Working Capital Advance Request Form (non-Remaining Construction Project Advances)

Complete Advance Request will include the following certification by Borrower.

Date:

To:

THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA

135 South Union Street

Montgomery, Alabama 36130-4104

Attention: Private Placement Dept.

Pursuant to that certain Second Amended and Restated Master Loan and Security Agreement dated as of February 1, 2018, as amended by Modification Agreement dated June ____, 2018, as amended by Second Modification Agreement dated June ___, 2018 (as amended from time to time, the “Loan Agreement”) among IPIC-GOLD CLASS ENTERTAINMENT, LLC (the “Borrower”), IPIC GOLD CLASS HOLDING LLC, a Delaware limited liability company (“ Holdings ”), the Borrower Subsidiaries party thereto and THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA (the “TRS” or “Agent Lender”), and THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA (the “ERS”) (the TRS and the ERS are sometimes herein referred to individually as a “Lender” and collectively as the “Lenders”), Borrower submits this Working Capital Advance Request pursuant to Section 4.1(o) of the Loan Agreement (this “ Request for Advance ”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement.

1. The total amount of this Working Capital Advance Request is $__________________, which Advance should be paid into the following account:

Account Name: Ipic Gold Class Entertainment LLC

433 Plaza Real, Suite 335

Boca Raton, FL 33432

Master/Depository Account

Bank Name: [____________]

Routing Transit Number: [____________]

Account Number: [____________]

2. Upon making the above requested Advance for Working Capital Expenses, the total Advances (inclusive of the requested Advance) by Lenders of the Loan to date are:

(a) Working Capital Expense Advances (non-Remaining Construction Project Advances: $____________

- 22 -

(b) Working Capital Expense Advances (Remaining Construction Project Advances: $__________

(d) Operating Expense Advances: $4,000,000

(e) Village Note Payoff Advance: $18,000,000

3. The undersigned represents and warrants to Lenders that the undersigned or other appropriate representations of Borrower have reviewed the provisions of the Loan Agreement and that a review of the activities of Borrower during the period from the date of the last Request for Advance through the date of this Request for Advance has been made by or under the supervision of the undersigned or other appropriate representations of Borrower with a view to determining whether Borrower has kept, observed, performed and fulfilled all of its obligations under the Loan Agreement. Borrower hereby represents and warrants to Lenders, knowing that Lenders will rely on such representations and warranties as a condition to making any Advance requested hereby that:

(a) The representations and warranties made by the Borrower in the Loan Agreement and all other Loan Documents are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof;

(b) No Default or Event of Default has occurred and/or is continuing;

(c) As of the date of such Advance, the Borrower has no defenses, equities or setoffs with respect to the Loan Obligations;

4. Borrower certifies that all information set forth in this Request for Advance is true, complete, and accurate.

[Remainder of Page Intentionally Left Blank]

- 23 -

Certified as true and correct and executed this ______ day of __________________, 20___ by an Authorized Representative of Borrower.

	IPIC-GOLD CLASS ENTERTAINMENT, LLC

	By:
	Print Name:
	Its:

- 24 -

Schedule 2

Remaining Construction Project Advance Request Form

Complete Advance Request will include the following certification by Borrower with noted attachments and the attached Advance Request spreadsheets.

Date:

IGCE Project Reference/Location:

To:

THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA

135 South Union Street

Montgomery, Alabama 36130-4104

Attention: Private Placement Dept.

Pursuant to that certain Second Amended and Restated Master Loan and Security Agreement dated as of February 1, 2018, as amended by Modification Agreement dated June ____, 2018, as amended by Second Modification Agreement dated June ___, 2018 (as amended from time to time, the “Loan Agreement”) among IPIC-GOLD CLASS ENTERTAINMENT, LLC (the “Borrower”), IPIC GOLD CLASS HOLDING LLC, a Delaware limited liability company (“ Holdings ”), the Borrower Subsidiaries party thereto and THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA (the “TRS” or “Agent Lender”), and THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA (the “ERS”) (the TRS and the ERS are sometimes herein referred to individually as a “Lender” and collectively as the “Lenders”), Borrower submits this Request for Advance pursuant to Section 4.1(b) of the Loan Agreement (this “ Request for Advance ”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement.

5. This Request for Advance requests an Advance of the Loan under the Loan Agreement to fund development costs set forth in the Project Development Budget for the Project identified above for which a Project Tranche of $__________ has been allocated pursuant to Section 3.3(c) of the Loan Agreement.

6. Attached hereto as Schedule 1 is the Advance request calculation (the “Advance Request Calculation”) supporting this Request for Advance, the line items of which correlate with the applicable Project Development Budget that has been approved by the Agent Lender for the Project. Such Advance Request Calculation includes a breakdown by line item of amounts requested herein in addition to a breakdown of the total Loan amounts previously advanced for the Project to date (the “ Prior Advances ”). Said Project Development Budget continues to reflect accurate costs to complete and open or re-open, as applicable, the Project. Attached as Schedule 2 is Borrower’s Project cost summary to date, which further supports the calculations set forth in the Advance Request Calculation.

- 25 -

7. The total Advances for the Project being requested by this Request for Advance is $_________, which Advances should be paid into the following account:

Account Name: Ipic Gold Class Entertainment LLC

433 Plaza Real, Suite 335

Boca Raton, FL 33432

Master/Depository Account

Bank Name: [____________]

Routing Transit Number: [____________]

Account Number: [____________]

Upon making the above requested Advances, the total Advances (inclusive of the requested Advances) to date are:

(a) Working Capital Expense Advances (non-Remaining Construction Project Advances: $____________

(b) Working Capital Expense Advances (Remaining Construction Project Advances: $__________

(d) Operating Expense Advances: $4,000,000

(e) Village Note Payoff Advance: $18,000,000

8. Contemporaneously herewith, in addition to the Project Development Budget, Borrower is submitting or has submitted all information required by Article IV of the Loan Agreement for Advances as indicated below or, if not submitted, Borrower has indicated the status thereof below:

______

(a)

AIA Documents G702 and G703.

______

(b)

Conditional Lien Waiver from the General Contractor.

______

(c)

Conditional Lien Waivers from all Major Subcontractors.

______

(d)

Title Policy endorsement.

______

(f)

Advance Request Calculation as Schedule 1 (as noted above).

______

(g)

Project cost summary to date as Schedule 2 (as noted above).

______

(h)

Any other items reasonably requested by Agent Lender to date in connection with this Advance or Prior Advances for the Project.

- 26 -

9. After the amounts requested herein are advanced by Lenders , the total amounts expended for the Project will be as follows:

(a) Total Approved Project Costs to Date for THIS PROJECT pursuant to Section 4.1(m)(1) of the Loan Agreement: $___________.

(b) Total Amounts expended to date for THIS PROJECT:

	Advances of Loan Proceeds		$
	Excess Cash Flow		$

	TOTAL:		$

10. After the amounts requested herein plus any other amounts for other Projects for which Advances are being simultaneously requested are advanced by Lenders, the total amounts expended for all Projects and Working Capital Expenses will be as follows:

(a) Total Approved Project Costs to Date for ALL PROJECTS AND WORKING CAPITAL EXPENSES: $___________

(b) Total Amounts expended to date for ALL PROJECTS AND OTHER WORKING CAPITAL EXPENSES:

	Required Borrower Funds		$
	Advances of Loan Proceeds		$
	Excess Cash Flow		$

	TOTAL:		$

11. As of the date hereof, the Disbursement Account (as more particularly provided in Section 4.3) has _____ or has not _______ (check one) been established. If the same has been established:

(a) The Disbursement Account is maintained at __________________________, and the Disbursement Account number is ________________________.

(b) The account control agreement required by Section 4.3 of the Loan Agreement has been obtained and provided to Agent Lender and is dated ____________________.

- 27 -

12. As of the date hereof, the Excess Cash Flow Account, the Lessor Contribution Account and the Operating Accounts (as more particularly provided in Sections 4.5 (b), (c) and(d)) have _____ or have not _______ (check one) been established. If the same has been established:

(a) The Excess Cash Flow Account is maintained at __________________________, and the Excess Cash Flow Account number is ________________________.

(b) The account control agreement required by the Loan Agreement for the Excess Cash Flow Account has been obtained and provided to Agent Lender and is dated ____________________.

(c) The Lessor Contribution Account is maintained at __________________________, and the Lessor Contribution Account number is ________________________.

(d) The account control agreement required by the Loan Agreement with respect to the Lessor Contribution Account has been obtained and provided to Agent Lender and is dated ____________________.

(e) The Operating Account is maintained at __________________________, and the Operating Account number is ________________________.

(f) The account control agreement required by the Loan Agreement with respect to the Operating Account has been obtained and provided to Agent Lender and is dated ____________________.

13. The undersigned represents and warrants to Lenders that the undersigned or other appropriate representations of Borrower have reviewed the provisions of the Loan Agreement and that a review of the activities of Borrower during the period from the date of the last Request for Advance through the date of this Request for Advance has been made by or under the supervision of the undersigned or other appropriate representations of Borrower with a view to determining whether Borrower has kept, observed, performed and fulfilled all of its obligations under the Loan Agreement. Borrower hereby represents and warrants to Lenders, knowing that Lenders will rely on such representations and warranties as a condition to making any Advance requested hereby that:

(b) No Default or Event of Default has occurred and/or is continuing;

(c) All completed construction for each Project is substantially in accordance with the Plans and Specifications for such Project and materially comply with all governmental laws, ordinances and requirements;

(d) All construction and nonconstruction costs for the payment of which the Lenders have previously made Advances for the Project have in fact been paid or such funds remain available pending payment in the Disbursement Account;

(e) As of the date of such Advance, the Borrower has no defenses, equities or setoffs with respect to the Loan Obligations;

(f) The Project Development Budget for the Project and all other Projects previously approved by the Lenders remain true, accurate and complete in all material respects and include all costs required to develop the Projects.

14. Borrower certifies that all information set forth in this Request for Advance is true, complete, and accurate.

[Remainder of Page Intentionally Left Blank]

- 28 -

Certified as true and correct and executed this ______ day of __________________, 20___ by an Authorized Representative of Borrower.

	IPIC-GOLD CLASS ENTERTAINMENT, LLC

	By:
	Print Name:
	Its:

Attach Advance Request Calculation and Project Cost Summary with Request as Schedule 1.

Attach other supporting information as listed for Advance request.

- 29 -

Schedule 3

Remaining Construction Project Budgets

See Attached

- 30 -

Pasadena, CA

August 22, 2017

			Leasable SF
	Theater		12,667 SF
	Restaurant
	TOTAL		12,667 SF
Budget Categories	Total Cost		Cost Per Leasable SF
TENANT CONSTRUCTION
Tenant Construction	$	0	$	0.00
GC work	$	225,119	$	17.77
Millwork		Included		Included
Permits & Fees	$	0	$	0.00
TOTAL TENANT CONSTRUCTION	$	225,119	$	17.77

FURNITURE, FIXTURES, & EQUIPMENT
AV Package / Displays	$	0	$	0.00
Auditoriums	$	829,577	$	65.49
Projection Booth	$	0	$	0.00
Restaurant, Bar and Concession Equipment	$	0	$	0.00
Furniture, Smallwares and other	$	0	$	0.00
Signage	$	0	$	0.00
IT	$	0	$	0.00
TOTAL FF&E	$	829,577	$	65.49

OTHER COSTS
Loan Closing	$	0	$	0.00
Legal - Lease and Licensing	$	0	$	0.00
Contingency	$	100,058	$	7.90
Administration	$	0	$	0.00
SUBTOTAL OTHER COSTS	$	100,058	$	7.90

TOTAL PROJECT BUDGET	$	1,154,754	$	91.16

- 31 -

Redmond, WA Theater Remodel

November 21, 2017

			Leasable SF
	Theater		19,978 SF
	Restaurant
	TOTAL		19,978 SF
Budget Categories	Total Cost		Cost Per Leasable SF
TENANT CONSTRUCTION
Tenant Construction	$	0	$	0.00
GC work	$	825,550	$	41.32
Millwork		Included		Included
Permits & Fees	$	139,846	$	7.00
TOTAL TENANT CONSTRUCTION	$	965,396	$	48.32

FURNITURE, FIXTURES, & EQUIPMENT
AV Package / Displays	$	0	$	0.00
Auditoriums	$	1,362,690	$	68.21
Projection Booth	$	0	$	0.00
Restaurant, Bar and Concession Equipment	$	0	$	0.00
Furniture, Smallwares and other	$	0	$	0.00
Signage	$	0	$	0.00
IT	$	0	$	0.00
TOTAL FF&E	$	1,362,690	$	68.21

OTHER COSTS
Loan Closing	$	0	$	0.00
Legal - Lease and Licensing	$	0	$	0.00
Contingency	$	232,809	$	11.65
Pre-Paid License / fees	$	82,555	$	4.13
SUBTOTAL OTHER COSTS	$	315,364	$	15.79

PROJECT BUDGET	$	2,643,449	$	132.32

- 32 -

Fairview Theater Remodel 2018

Revised 11/28/2017

			Leasable SF
	Theater		29,394 SF
	Restaurant
	TOTAL		29,394 SF
Budget Categories	Total Cost		Cost Per Leasable SF
TENANT CONSTRUCTION
Tenant Construction	$	0	$	0.00
GC work	$	688,076	$	23.41
Millwork		Included		Included
Permits & Fees	$	205,758	$	7.00
TOTAL TENANT CONSTRUCTION	$	893,834	$	30.41

FURNITURE, FIXTURES, & EQUIPMENT
AV Package / Displays	$	0	$	0.00
Auditoriums	$	1,675,358	$	57.00
Projection Booth	$	0	$	0.00
Restaurant, Bar and Concession Equipment	$	0	$	0.00
Furniture, Smallwares and other	$	0	$	0.00
Signage	$	0	$	0.00
IT	$	0	$	0.00
TOTAL FF&E	$	1,675,358	$	57.00

OTHER COSTS
Loan Closing	$	0	$	0.00
Legal - Lease and Licensing	$	0	$	0.00
Contingency	$	256,919	$	8.74
Pre-Paid License / fees	$	56,766	$	1.93
SUBTOTAL OTHER COSTS	$	313,686	$	10.67

PROJECT BUDGET	$	2,882,878	$	98.08

- 33 -

Austin Theater Remodel 2018

Revised 02/19/18

			Leasable SF
	Theater		26,776 SF
	Restaurant
	TOTAL		26,776 SF
Budget Categories	Total Cost		Cost Per Leasable SF
TENANT CONSTRUCTION
Tenant Construction	$	0	$	0.00
GC work	$	652,125	$	24.35
Millwork		Included		Included
Permits & Fees	$	107,104	$	4.00
TOTAL TENANT CONSTRUCTION	$	759,229	$	28.35

FURNITURE, FIXTURES, & EQUIPMENT
AV Package / Displays	$	0	$	0.00
Auditoriums	$	1,646,765	$	61.50
Projection Booth	$	0	$	0.00
Restaurant, Bar and Concession Equipment	$	0	$	0.00
Furniture, Smallwares and other	$	180,000	$	6.72
Signage	$	0	$	0.00
IT	$	0	$	0.00
TOTAL FF&E	$	1,826,765	$	68.22

OTHER COSTS
Loan Closing	$	0	$	0.00
Legal - Lease and Licensing	$	0	$	0.00
Contingency	$	245,979	$	9.19
Pre-Paid License / fees	$	53,800	$	2.01
SUBTOTAL OTHER COSTS	$	299,780	$	11.20

PROJECT BUDGET	$	2,885,774	$	107.77

- 34 -

Scottsdale, AZ Theater Remodel

December 12, 2017

			Leasable SF
	Theater		25,975 SF
	Restaurant
	TOTAL		25,975 SF
Budget Categories	Total Cost		Cost Per Leasable SF
TENANT CONSTRUCTION
Tenant Construction	$	0	$	0.00
GC work	$	851,602	$	32.79
Millwork	$	0		Included
Permits & Fees	$	155,850	$	6.00
TOTAL TENANT CONSTRUCTION	$	1,007,452	$	38.79

FURNITURE, FIXTURES, & EQUIPMENT
AV Package / Displays	$	0	$	0.00
Auditoriums	$	1,566,259	$	60.30
Projection Booth	$	0	$	0.00
Restaurant, Bar and Concession Equipment	$	0	$	0.00
Furniture, Smallwares and other	$	0	$	0.00
Signage	$	0	$	0.00
IT	$	0	$	0.00
TOTAL FF&E	$	1,566,259	$	60.30

OTHER COSTS
Loan Closing	$	0	$	0.00
Legal - Lease and Licensing	$	171,300	$	6.59
Contingency	$	205,897	$	7.93
Administration	$	0	$	0.00
SUBTOTAL OTHER COSTS	$	377,197	$	14.52

TOTAL PROJECT BUDGET	$	2,950,907	$	113.61

- 35 -

4th & 5th DELRAY - THEATER

May 9, 2017

	May 9, 2017
	Rentable SF =		44,950 SF
Budget Categories	Total		Per SF
TENANT CONSTRUCTION
Tenant Construction		7,471,589		166.22
Permits & Fees		632,175		14.06
TOTAL TENANT CONSTRUCTION	$	8,103,764	$	180.28

FURNITURE, FIXTURES, & EQUIPMENT
AV Package I Displays		368,176		8.19
Auditoriums		2,697,371		60.01
Projection Booth		1,124,878		25.03
Restaurant, Bar and Concession Equipment		1,545,000		34.37
Furniture, Smallwares and other		549,487		12.22
Signage		227,370		5.06
IT		480,213		10.68
TOTAL FF&E	$	6,992,496	$	155.56

PRE-OPENING AND SOFT COSTS
Pre-Opening Unit Labor		500,000		11.12
Pre-Opening Training Labor		140,000		3.11
Pre-Opening Inventory		150,000		3.34
Pre-Opening Marketing		400,000		8.90
Soft Costs		160,000		3.56
Pre-Paid License / fees		106,500		2.37
TOTAL PRE-OPENING AND SOFT COSTS	$	1,456,500	$	32.40

OTHER COSTS
Loan Closing		150,000		3.34
Legal - Lease and Licensing		50,000		1.11
Contingency		1,312,299		29.19
SUBTOTAL OTHER COSTS	$	1,512,299	$	33.64

TOTAL PROJECT BUDGET	$	18,065,060	$	401.69

LandLord Contribution	$	5,234,133	$	116.44
Total Project Cost	$	12,830,927	$	285.45

- 36 -

Boca Raton - 2019 Theater & Tanzy Remodel

June 27, 2018

			Leasable SF
	Theater		38,310 SF
	Restaurant		9,633 SF
	TOTAL		47,943 SF
Budget Categories	Total Cost		Cost Per Leasable SF
TENANT CONSTRUCTION
Tenant Construction	$	186,417	$	3.89
GC work	$	925,505	$	19.30
Millwork		Included		Included
Permits & Fees	$	315,420	$	6.58
TOTAL TENANT CONSTRUCTION	$	1,427,342	$	29.77

FURNITURE, FIXTURES, & EQUIPMENT
AV Package I Displays	$	11,449	$	0.24
Auditoriums	$	1,839,489	$	38.37
Projection Booth	$	0	$	0.00
Restaurant, Bar and Concession Equipment	$	214,000	$	4.46
Furniture, Smallwares and other	$	263,124	$	5.49
Signage	$	5,700	$	0.12
IT	$	0	$	0.00
TOTAL FF&E	$	2,333,762	$	48.68

NON-FINANCEABLE SOFT COSTS
Pre-Opening Unit Labor	$	47,685	$	0.99
Pre-Opening Training Labor	$	0	$	0.00
Pre-Opening Inventory	$	0	$	0.00
Pre-Opening Marketing	$	0	$	0.00
Soft Costs	$	0	$	0.00
Pre-Paid License I fees	$	0	$	0.00
TOTAL SOFT COSTS	$	47,685	$	0.99

OTHER COSTS
Loan Closing	$	0	$	0.00
Legal - Lease and Licensing	$	0	$	0.00
Contingency	$	340,286	$	7.10
Administration	$	0	$	0.00
SUBTOTAL OTHER COSTS	$	340,286	$	7.10

TOTAL PROJECT BUDGET	$	4,149,075	$	86.54

- 37 -

Budget Summary

Irvine, CA - Park Place

Updated	3/21/2018
Total Buildable SF		27,589
# of Theaters		6
Restaurant SF		4,400
Theater SF		23,189

			Cost per SF
TENANT CONSTRUCTION
Tenant Construction		5,972,632		216.49
Shell Construction incl. Demo, Seismic Upgrade, Façade, Mezzanine		2,910,088		105.48
Webcam Monitoring During Const.		15,000		0.54
Perm its & Fees		659,013		23.89
TOTAL TENANT CONSTRUCTION	$	9,556,733	$	346.40

FURNITURE, FIXTURES, & EQUIPMENT
AV Package / Displays		179,762		6.52
Auditoriums		1,944,937		70.50
Projection Booth		557,881		20.22
Restaurant, Bar and Concession Equipment		811,046		29.40
Furniture, Smallwares and Other		610,253		22.12
Signage		204,215		7.40
IT		407,249		14.76
TOTAL FF&E	$	4,715,344	$	170.91

PRE-OPENING
Pre-Opening Unit Labor		313,000		11.35
Pre-Opening Training Labor		132,040		4.79
Pre-Opening Inventory		75,000		2.72
Pre-Opening Marketing		315,000		11.42
Soft Costs		343,845		12.46
Pre-Paid License /fees		22,000		0.80
TOTAL PRE-OPENING	$	1,200,885	$	43.53

OTHER COSTS
Loan Closing		65,000		2.36
Other Legal		205,950		7.46
Contingency		1,427,208		51.73
SUBTOTAL OTHER COSTS	$	1,698,158	$	61.55

TOTAL PROJECT BUDGET	$	17,171,120	$	622

LandLord Contribution	$	4,800,000	$	173.98
Total Project Cost	$	12,371,120	$	448.41

- 38 -

EXHIBIT 31.1

CERTIFICATION

I, Hamid Hashemi, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of iPic Entertainment, Inc.;

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

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

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

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

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

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

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

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

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

Date: August 9, 2018

/s/ Hamid Hashemi

Hamid Hashemi

Chief Executive Officer

iPic Entertainment, Inc.

EXHIBIT 31.2

CERTIFICATION

I, Paul Westra, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of iPic Entertainment, Inc.;

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

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

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

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

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

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

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

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

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

Date: August 9, 2018

/s/ Paul Westra

Paul Westra

Chief Financial Officer

iPic Entertainment, Inc.

EXHIBIT 32.1

CERTIFICATION

In connection with the Quarterly Report of iPic Entertainment Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Company as of the dates and for the periods expressed in the Report.

This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Dated: August 9, 2018	/s/ Hamid Hashemi
	Hamid Hashemi Chief Executive Officer

Dated: August 9, 2018	/s/ Paul Westra
	Paul Westra Chief Financial Officer