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): April 14, 2010
DAVE
& BUSTER’S, INC.
(Exact
name of registrant as specified in its charter)
|
Missouri
(State
of
incorporation)
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001-15007
(Commission
File
Number)
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43-1532756
(IRS
Employer
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
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Written
communications pursuant to Rule 425 under the Securities
Act
|
|
o
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Soliciting
material pursuant to Rule 14a-12 of the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) Exchange
Act
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) Exchange
Act
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Item
2.02.
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Results
of Operations and Financial
Condition.
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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 April 14, 2010, Dave & Buster’s,
Inc. issued a press release announcing its fourth quarter and fiscal year-end
2009 results. A copy of this Press Release is attached hereto as
Exhibit 99.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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99
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Press
release dated April 14, 2010.
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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. | |||
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Date:
April 16, 2010
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By:
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/s/
Jay L. Tobin
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| Jay L. Tobin | |||
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Senior
Vice President, General Counsel and
Secretary
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|||
 |
News
Release
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EXHIBIT
99
For
further information contact:
Jeff
Elliott or Geralyn DeBusk
Halliburton
Investor Relations
972-458-8000
|
Dave
& Buster’s, Inc. Reports Fourth Quarter and Fiscal Year 2009
Financial
Results
DALLAS—April
14, 2010—Dave & Buster's, Inc., a leading operator of high volume
entertainment/dining complexes, today announced results for its fourth quarter
and fiscal year ended January 31, 2010.
Total
revenues decreased 0.9% to $133.6 million in the fourth quarter of 2009,
compared to $134.9 million in the fourth quarter of 2008. This
revenue decline was comprised primarily of a 5.8% decrease in comparable store
sales offset by a $6.1 million increase in revenues from non-comparable
operations. Total Food and Beverage revenues decreased 3.4%, while
revenues from Amusements and Other increased 2.0%.
EBITDA
(Modified) for the fourth quarter of 2009 of $23.4 million was greater than
prior year EBITDA (Modified) of $22.3 million by 5.1%. Adjusted
EBITDA, which excludes Pre-opening costs, expense reimbursements to affiliates
and non-recurring charges, decreased 3.6% to $24.6 million versus $25.5 million
in the fourth quarter of fiscal 2008.
Total
revenues for the 52-week period decreased 2.4% to $520.8 million from $533.4
million for the comparable period last year. This revenue reduction
was comprised of a 7.8% decrease in comparable store sales partially offset by a
$27.8 million increase in revenues from non-comparable
operations. Total Food and Beverage revenues decreased 5.2%, while
revenues from Amusements and Other increased 0.9%.
EBITDA
(Modified) for the 52-week period of $77.1 million was less than prior year
EBITDA (Modified) of $80.0 million by 3.6%. Adjusted EBITDA decreased
4.1% to $82.2 million, versus $85.7 million for the comparable period last
year.
“Given
the unprecedented environment we faced in 2009, we are very pleased that we were
able to continue our unit growth, improve our operating margins, and also
deliver over $82 million in Adjusted EBITDA for the year,” said Steve
King, Chief Executive Officer
Non-GAAP Financial
Measures
A
reconciliation of EBITDA (Modified) and Adjusted 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 fourth quarter results on
Wednesday, April 14, 2010, at 10:00 a.m. Central Time (11:00 a.m. Eastern
Time). To participate in the conference call, please dial (866)
765-2661a few minutes prior to the start time and reference code
#68005867. Additionally, a live and archived webcast of the
conference call will be available on the Company's Web site, www.daveandbusters.com.
Celebrating
over 27 years of operations, Dave & Buster's was founded in 1982 and is one
of the country's premier entertainment/dining concepts. We currently
operate 56 locations and franchise one location in the United States and in
Canada. More information on the Company is available on the Company's
Web site, www.daveandbusters.com.
The
statements contained in this release that are not historical facts are
forward-looking statements. These forward-looking statements involve
risks and uncertainties and, consequently, could be affected by our level of
indebtedness, general business and economic conditions, the impact of
competition, the seasonality of the company’s business, adverse weather
conditions, future commodity prices, guest and employee complaints and
litigation, fuel and utility costs, labor costs and availability, changes in
consumer and corporate spending, changes in demographic trends, changes in
governmental regulations, unfavorable publicity, our ability to open new stores,
and acts of God.
DAVE
& BUSTER’S, INC.
Condensed
Consolidated Balance Sheets
(in
thousands)
|
ASSETS
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January 31, 2010
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February 1, 2009
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||||||
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Current
assets:
|
||||||||
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Cash and cash
equivalents
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$ | 16,682 | $ | 8,534 | ||||
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Other current
assets
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30,104 | 30,619 | ||||||
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Total current
assets
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$ | 46,786 | 39,153 | |||||
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Property
and equipment,
net
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294,151 | 296,805 | ||||||
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Intangible
and other assets,
net
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142,703 | 144,978 | ||||||
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Total
assets
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$ | 483,640 | $ | 480,936 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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||||||||
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Total
current
liabilities
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$ | 74,805 | $ | 74,349 | ||||
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Other
long-term
liabilities
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89,775 | 85,314 | ||||||
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Long-term
debt, less current
liabilities
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226,414 | 229,250 | ||||||
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Stockholders’
equity
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92,646 | 92,023 | ||||||
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Total liabilities and
stockholders’
equity
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$ | 483,640 | $ | 480,936 | ||||
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
(unaudited)
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13
Weeks Ended
January 31, 2010
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13
Weeks Ended
February 1, 2009
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|||||||||||||||
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Food
and beverage revenues
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$ | 71,833 | 53.7 | % | $ | 74,348 | 55.1 | % | ||||||||
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Amusement
and other revenues
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61,812 | 46.3 | % | 60,570 | 44.9 | % | ||||||||||
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Total revenues
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133,645 | 100.0 | % | 134,918 | 100.0 | % | ||||||||||
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Cost
of products
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27,340 | 20.5 | % | 26,422 | 19.6 | % | ||||||||||
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Store
operating expenses
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74,612 | 55.8 | % | 75,800 | 56.2 | % | ||||||||||
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General
and administrative expenses
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8,158 | 6.1 | % | 9,742 | 7.2 | % | ||||||||||
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Depreciation
and amortization
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13,825 | 10.3 | % | 12,866 | 9.5 | % | ||||||||||
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Pre-opening
costs
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700 | 0.5 | % | 1,121 | 0.8 | % | ||||||||||
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Total operating
expenses
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124,635 | 93.2 | % | 125,951 | 93.3 | % | ||||||||||
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Operating income
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9,010 | 6.8 | % | 8,967 | 6.7 | % | ||||||||||
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Interest
expense, net
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5,340 | 4.0 | % | 7,224 | 5.4 | % | ||||||||||
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Income before provision for
income taxes
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3,670 | 2.8 | % | 1,743 | 1.3 | % | ||||||||||
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Income
tax provision
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3,760 | 2.8 | % | 382 | 0.3 | % | ||||||||||
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Net income (loss)
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$ | (90 | ) | (0.0 | )% | $ | 1,361 | 1.0 | % | |||||||
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Other
information:
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||||||||||||||||
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Stores open at end of period
(1)
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56 | 52 | ||||||||||||||
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The
following table sets forth a reconciliation of net income (loss) to EBITDA
(Modified) and Adjusted EBITDA for the periods shown:
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||||||||||||||||
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Total net income
(loss)
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$ | (90 | ) | $ | 1,361 | |||||||||||
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Add back: Income tax
provision
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3,760 | 382 | ||||||||||||||
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Interest
expense, net
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5,340 | 7,224 | ||||||||||||||
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Depreciation
and amortization
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13,825 | 12,866 | ||||||||||||||
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Loss
on asset disposal
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330 | 362 | ||||||||||||||
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Gain
on acquisition of limited partnership
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- | - | ||||||||||||||
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Share-based
compensation
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247 | 74 | ||||||||||||||
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Currency
transaction loss
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1 | 16 | ||||||||||||||
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EBITDA (Modified)
(2)
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23,413 | 22,285 | ||||||||||||||
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Add back: Pre-opening
costs
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700 | 1,121 | ||||||||||||||
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Wellspring
expense reimbursement:
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||||||||||||||||
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Direct Expense
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187 | 187 | ||||||||||||||
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Third Party
Expense
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155 | 985 | ||||||||||||||
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Severance
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101 | 906 | ||||||||||||||
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Adjusted EBITDA
(2)
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$ | 24,556 | $ | 25,484 | ||||||||||||
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
|
52
Weeks Ended
January
31, 2010
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52
Weeks Ended
February
1, 2009
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|||||||||||||||
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Food
and beverage revenues
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$ | 269,973 | 51.8 | % | $ | 284,779 | 53.4 | % | ||||||||
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Amusement
and other revenues
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250,810 | 48.2 | % | 248,579 | 46.6 | % | ||||||||||
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Total revenues
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520,783 | 100.0 | % | 533,358 | 100.0 | % | ||||||||||
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Cost
of products
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104,137 | 20.0 | % | 104,738 | 19.6 | % | ||||||||||
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Store
operating expenses
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306,799 | 59.0 | % | 313,687 | 58.8 | % | ||||||||||
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General
and administrative expenses
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30,437 | 5.8 | % | 34,546 | 6.5 | % | ||||||||||
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Depreciation
and amortization
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53,658 | 10.3 | % | 49,652 | 9.3 | % | ||||||||||
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Pre-opening
costs
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3,881 | 0.7 | % | 2,988 | 0.6 | % | ||||||||||
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Total operating
expenses
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498,912 | 95.8 | % | 505,611 | 94.8 | % | ||||||||||
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Operating income
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21,871 | 4.2 | % | 27,747 | 5.2 | % | ||||||||||
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Interest
expense, net
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22,122 | 4.2 | % | 26,177 | 4.9 | % | ||||||||||
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Income (loss) before provision
(benefit) for income taxes
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(251 | ) | (0.0 | )% | 1,570 | 0.3 | % | |||||||||
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Income
tax provision (benefit)
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99 | 0.0 | % | (45 | ) | (0.0 | )% | |||||||||
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Net income (loss)
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$ | (350 | ) | (0.0 | ) % | $ | 1,615 | 0.3 | % | |||||||
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Other
information:
|
||||||||||||||||
|
Stores open at end of period
(1)
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56 | 52 | ||||||||||||||
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The
following table sets forth a reconciliation of net income (loss) to EBITDA
(Modified) and Adjusted EBITDA for the periods shown:
|
||||||||||||||||
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Total net income
(loss)
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$ | (350 | ) | $ | 1,615 | |||||||||||
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Add back: Income tax
provision (benefit)
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99 | (45 | ) | |||||||||||||
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Interest
expense, net
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22,122 | 26,177 | ||||||||||||||
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Depreciation
and amortization
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53,658 | 49,652 | ||||||||||||||
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Loss
on asset disposal
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1,361 | 1,648 | ||||||||||||||
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Gain
on acquisition of limited partnership
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(357 | ) | - | |||||||||||||
|
Share-based
compensation
|
722 | 880 | ||||||||||||||
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Currency
transaction (gain) loss
|
(123 | ) | 124 | |||||||||||||
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EBITDA (Modified)
(2)
|
77,132 | 80,051 | ||||||||||||||
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Add back: Pre-opening
costs
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3,881 | 2,988 | ||||||||||||||
|
Wellspring
expense reimbursement:
|
||||||||||||||||
|
Direct Expense
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750 | 750 | ||||||||||||||
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Third Party
Expense
|
155 | 985 | ||||||||||||||
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Severance
|
295 | 906 | ||||||||||||||
|
Adjusted EBITDA
(2)
|
$ | 82,213 | $ | 85,680 | ||||||||||||
NOTE
(1) The
number of stores open at January 31, 2010 includes our stores in Richmond,
Virginia, Indianapolis, Indiana, and Columbus, Ohio, which opened on April 20,
2009, June 15, 2009, and October 12, 2009, respectively, as well as a franchise
location in Niagara Falls, Ontario, Canada, which opened on June 25,
2009.
(2)
EBITDA (Modified), a non-GAAP measure, is defined as net income (loss) before
income tax expense (benefit), interest expense (net), depreciation,
amortization, loss on asset disposal, gain on acquisition of limited partnership
and stock-based compensation expense. Adjusted EBITDA, also a
non-GAAP measure, is defined as EBITDA (Modified) plus pre-opening costs,
Wellspring expense reimbursement, non-cash and non-recurring
charges. The company believes that EBITDA (Modified) and Adjusted
EBITDA (collectively, “EBITDA – Based Measures”) provide useful information to
debt holders regarding the Company’s operating performance and its capacity to
incur and service debt and fund capital expenditures. The Company
believes that the EBITDA – Based Measures are used by many investors, analysts
and rating agencies as a measure of performance. In addition,
Adjusted EBITDA is approximately equal to “Consolidated EBITDA” as defined in
our Senior Credit Facility and indentures relating to the Company’s senior
notes. Neither of the EBITDA – Based Measures is defined by GAAP and
neither should be considered in isolation or as an alternative to other
financial data prepared in accordance with GAAP or as an indicator of the
Company’s operating performance. EBITDA (Modified) and Adjusted
EBITDA as defined in this release may differ from similarly titled measures
presented by other companies.