SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 6, 2006

DAVE & BUSTER’S, INC.

(Exact name of registrant as specified in its charter)

Missouri

 

001-15007

 

43-1532756

(State of

 

(Commission File

 

(IRS Employer

incorporation)

 

Number)

 

Identification Number)

 

2481 Manana Drive
Dallas TX 75220
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (214) 357-9588

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act

o            Soliciting material pursuant to Rule 14a-12 of the Exchange Act

o            Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

o            Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

 




 

Item 2.02.              Results of Operations and Financial Condition.

The information contained in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished and shall not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  Furthermore, the information contained in Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

On December 6, 2006, Dave & Buster’s, Inc. issued a press release announcing its third quarter fiscal 2006 results.  A copy of this Press Release is attached hereto as Exhibit 99.

Item 5.02.              Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 6, 2006, the Company announced that Brian A. Jenkins has been named Senior Vice President and Chief Financial Officer, effective December 11, 2006.  Mr. Jenkins, 45, served in various capacities (most recently as Senior Vice President — Finance) with Six Flags, Inc. from 1996 until August 2006.  Mr. Jenkins fills the position previously held by Stephen M. King.  Mr. King continues to serve as the Company’s Chief Executive Officer.

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits.

99                                                                                    Press release dated December 6, 2006.

SIGNATURES

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

 

DAVE & BUSTER’S, INC.

 

 

 

Date: December 7, 2006

 

By:

 

/s/ Jay L. Tobin

 

 

 

 

Jay L. Tobin

 

 

 

 

Senior Vice President, General Counsel

 

 

 

 

and Secretary

 

2



EXHIBIT 99

News Release

 

For further information contact:

Jeff Elliott or Geralyn DeBusk

Halliburton Investor Relations

972-458-8000

 

 

Dave & Buster’s, Inc. Reports
4.3 Percent Increase in Same Store Sales and
65 Percent Increase in EBITDA for the Fiscal 2006 Third Quarter

DALLAS—December 6, 2006Dave & Buster’s, Inc., a leading operator of upscale restaurant/entertainment complexes, today announced results for its third quarter ended October 29, 2006.

Total revenue for the third quarter increased 10.1 percent, or $10.6 million, to $116.3 million from $105.6 million in the prior year’s comparable quarter. Food and beverage revenue increased 11.2 percent, and amusement and other revenue increased 8.7 percent. In addition, the Company reported a 4.3 percent increase in same store sales for the third quarter, and a 12.0 percent increase in same store sales for its previously acquired Jillian’s stores. EBITDA increased by $4.2 million to $10.5 million for the third fiscal quarter.

Total revenues for the 39-week period increased 10.3 percent to $366.3 million from $332.2 million for the comparable period last year. Food and beverage revenue increased 11.8 percent, and amusement and other revenue increased 8.5 percent. Year to date, same store sales for the Dave and Buster’s concept increased by 5.3 percent, while same store sales for the previously acquired Jillian’s stores increased by 5.5 percent. Year to date EBITDA was flat versus 2005 at $37.1 million. Year to date results were impacted by $7.6 million in startup and merger-related costs versus $5.1 million in startup and non-recurring Jillian’s costs in the prior year.

“We have made significant progress in our margin improvement versus prior year while maintaining the very strong sales momentum we established in the first half of the year,” stated Steve King, the Company’s Chief Executive Officer. “Excluding the one time costs associated with the merger and change in control contracts, we are on target to meet our projections for the year.”

Non-GAAP Financial Measures
A reconciliation of EBITDA to net income, the most directly comparable financial measure presented in accordance with GAAP, is set forth in the attachment to this release.

The Company will hold a conference call to discuss third quarter results on Thursday, December 7, 2006, at 9:00 AM eastern time.  To participate in the conference call, please dial 877-598-7022 a few minutes prior to the start time and reference code # 3585696. An archived replay of the teleconference will be available approximately two hours following the call and will be posted on the Company’s website. To access the replay call 800-642-1687 and reference the same confirmation code as listed above.

1




 

Celebrating over 24 years of operations, Dave & Buster’s was founded in 1982 and is one of the country’s leading upscale restaurant/entertainment concepts with 48 locations throughout the United States and in Canada. More information on the Company is available on the Company’s website, www.daveandbusters.com.

“Safe Harbor” Statements Under the Private Securities Litigation Reform Act of 1995

Certain information contained in this press release includes forward-looking statements.

Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, projections, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. These statements may be identified, without limitations, by the use of forward-looking terminology such as “may,” “will,” “anticipates,” “expects,” “projects,” “believes,” “intends,” “should,” or comparable terms or the negative thereof. All forward-looking statements included in this press release are based on information available to us on the date hereof. Such statements speak only as of the date hereof. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the following: our ability to open new high-volume restaurant/entertainment complexes; our ability to raise and access sufficient capital in the future; changes in consumer preferences, general economic conditions or consumer discretionary spending; the outbreak or continuation of war or other hostilities involving the United States; potential fluctuation in our quarterly operating results due to seasonality and other factors; the continued service of key management personnel; our ability to attract, motivate and retain qualified personnel; the impact of federal, state or local government regulations relating to our personnel or the sale of food or alcoholic beverages; the impact of litigation; the effect of competition in our industry; additional costs associated with compliance with the Sarbanes-Oxley Act and related regulations and requirements; and other risk factors described from time to time in our reports filed with the SEC.

 

2




 

DAVE & BUSTER’S, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

 

 

 

October 29, 2006

 

January 29, 2006

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,037

 

$

7,582

 

Other current assets

 

26,494

 

19,648

 

Total current assets

 

27,531

 

27,230

 

 

 

 

 

 

 

Property and equipment, net

 

318,677

 

374,616

 

 

 

 

 

 

 

Assets held-for-sale, net

 

28,460

 

 

 

 

 

 

 

 

Intangible and other assets, net

 

157,276

 

21,216

 

 

 

 

 

 

 

Total assets

 

$

531,944

 

$

423,062

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

$

55,637

 

$

64,436

 

 

 

 

 

 

 

Other long-term liabilities

 

90,612

 

82,856

 

 

 

 

 

 

 

Long-term debt, less current liabilities

 

288,625

 

70,550

 

 

 

 

 

 

 

Stockholders’ equity

 

97,070

 

205,220

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

531,944

 

$

423,062

 

 

 

3




DAVE & BUSTER’S, INC.
Consolidated Statements of Operations
(dollars in thousands)
(unaudited)

 

 

13 Weeks Ended
October 29, 2006
(Combined)

 

13 Weeks Ended
October 30, 2005
(Pre-Merger)

 

 

 

 

 

 

 

 

 

 

 

Food and beverage revenues

 

$

64,727

 

55.7

%

$

58,212

 

55.1

%

Amusement and other revenues

 

51,543

 

44.3

%

47,433

 

44.9

%

Total revenues

 

116,270

 

100.0

%

105,645

 

100.0

%

 

 

 

 

 

 

 

 

 

 

Cost of products

 

23,997

 

20.6

%

22,334

 

21.1

%

Store operating expenses

 

73,207

 

63.0

%

67,644

 

64.0

%

General and administrative expenses

 

7,739

 

6.7

%

7,819

 

7.4

%

Depreciation and amortization

 

11,972

 

10.3

%

9,934

 

9.4

%

Startup costs

 

814

 

0.7

%

1,495

 

1.4

%

Total operating expenses

 

117,729

 

101.3

%

109,226

 

103.3

%

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

(1,459

)

(1.3

)%

(3,581

)

(3.3

)%

Interest expense, net

 

7,200

 

6.2

%

1,458

 

1.4

%

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

(8,659

)

(7.5

)%

(5,039

)

(4.7

)%

Provision (benefit) for income taxes

 

(3,442

)

(3.0

)%

(1,839

)

(1.7

)%

Net income (loss)

 

$

(5,217

)

(4.5

)%

$

(3,200

)

(3.0

)%

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

Company operated stores open at end of period

 

47

 

 

 

45

 

 

 

 

EBITDA, which is earnings before interest, taxes, depreciation and amortization, is used by management, bankers and investors to evaluate a company’s ability to repay debt and for compliance of certain debt covenants.

 

 

 

 

 

 

 

 

 

 

Total Net Income (loss)

 

$

(5,217

)

 

 

$

(3,200

)

 

 

Add back:  Provision (benefit) for income taxes

 

(3,442

)

 

 

(1,839

)

 

 

Interest expense, net

 

7,200

 

 

 

1,458

 

 

 

Depreciation and amortization

 

11,972

 

 

 

9,934

 

 

 

EBITDA

 

$

10,513

 

 

 

$

6,353

 

 

 

 

4




DAVE & BUSTER’S, INC.
Consolidated Statements of Operations
(dollars in thousands,)
(unaudited)

 

 

39 Weeks Ended
October 29, 2006
(Combined)

 

39 Weeks Ended
October 30, 2005
(Pre-Merger)

 

 

 

 

 

 

 

 

 

 

 

Food and beverage revenues

 

$

201,166

 

54.9

%

$

179,982

 

54.2

%

Amusement and other revenues

 

165,098

 

45.1

%

152,227

 

45.8

%

Total revenues

 

366,264

 

100.0

%

332,209

 

100.0

%

 

 

 

 

 

 

 

 

 

 

Cost of products

 

75,132

 

20.5

%

67,489

 

20.3

%

Store operating expenses

 

224,646

 

61.3

%

202,576

 

61.0

%

General and administrative expenses

 

25,450

 

6.9

%

22,715

 

6.8

%

Depreciation and amortization

 

34,495

 

9.4

%

31,992

 

9.6

%

Startup costs

 

3,921

 

1.1

%

2,377

 

0.7

%

Total operating expenses

 

363,644

 

99.2

%

327,149

 

98.4

%

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

2,620

 

0.8

%

5,060

 

1.6

%

Interest expense, net

 

19,618

 

5.4

%

4,892

 

1.5

%

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

(16,998

)

(4.6

)%

168

 

0.1

%

Provision (benefit) for income taxes

 

(6,366

)

(1.7

)%

62

 

0.0

%

Net income (loss)

 

$

(10,632

)

(2.9

)%

$

106

 

0.1

%

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

Company operated stores open at end of period

 

47

 

 

 

45

 

 

 

 

EBITDA, which is earnings before interest, taxes, depreciation and amortization, is used by management, bankers and investors to evaluate a company’s ability to repay debt and for compliance of certain debt covenants.

 

 

 

 

 

 

 

 

 

 

Total Net Income (loss)

 

$

(10,632

)

 

 

$

106

 

 

 

Add back:     Provision (benefit) for income taxes

 

(6,366

)

 

 

62

 

 

 

Interest expense, net

 

19,618

 

 

 

4,892

 

 

 

Depreciation and amortization

 

34,495

 

 

 

31,992

 

 

 

EBITDA

 

$

37,115

 

 

 

$

37,052

 

 

 

 

5




DAVE & BUSTER’S, INC.
Consolidates Statements of Cash Flow
(dollars in thousands)
(unaudited)

 

 

39 Weeks Ended
October 29, 2006
(Combined)

 

39 Weeks Ended
October 30, 2005
(Pre-Merger)

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

(10,632

)

$

106

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

34,495

 

31,992

 

Changes in operating assets and liabilities

 

(1,347

)

(524

)

Other, net

 

(2,826

)

1,468

 

Net cash provided by operating activities

 

19,690

 

33,042

 

 

 

 

 

 

 

Capital expenditures

 

(35,327

)

(41,870

)

Purchase of Predecessor common stock and other

 

(326,119

)

(960

)

Net cash used in investing activities

 

(361,446

)

(42,830

)

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

335,211

 

4,024

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

(6,545

)

(5,764

)

 

 

 

 

 

 

Beginning cash and cash equivalents

 

7,582

 

7,624

 

 

 

 

 

 

 

Ending cash and cash equivalents

 

$

1,037

 

$

1,860

 

 

6