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 10, 2008
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)
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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:
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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
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|
o
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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 December 10, 2008, Dave &
Buster’s, Inc. issued a press release announcing its third quarter fiscal 2008
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 December 10, 2008.
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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:
December 12, 2008
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By:
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/s/ Jay L. Tobin | |
| Jay L. Tobin | |||
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Senior
Vice President, General Counsel
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|||
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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 Financial Results for its Fiscal 2008 Third
Quarter
DALLAS—December
10, 2008—Dave & Buster's, Inc., a leading operator of high volume
entertainment/dining complexes, today announced results for its third quarter
ended November 2, 2008.
Total
revenues decreased 3.2% to $119.7 million in the third quarter of 2008, compared
to $123.7 million in the third quarter of 2007. This revenue decline
was comprised primarily of a 6.0% decrease in comparable store sales offset by a
$3.2 million increase in revenues from non-comparable
operations. Total Food and Beverage revenues decreased 4.7%, while
revenues from Amusements and Other decreased 1.4%.
EBITDA
(Modified) for the third quarter of 2008 of $10.9 million was less than prior
year EBITDA (Modified) of $11.5 million by 4.8%. Adjusted EBITDA, which excludes
Startup costs and other non-recurring charges, decreased 4.8% to $11.8 million
versus $12.4 million in the third quarter of fiscal 2007.
Total
revenues for the 39-week period increased 1.9% to $398.4 million from $390.8
million for the comparable period last year. This revenue growth was
comprised primarily of a 0.2% decrease in comparable store sales and an $8.2
million increase in revenues from non-comparable operations. Total
Food and Beverage revenues decreased 0.4%, while revenues from Amusements and
Other revenue increased 4.7%.
EBITDA
(Modified) for the 39-week period of $57.8 million exceeded prior year EBITDA
(Modified) of $48.7 million by 18.5%. Adjusted EBITDA, which excludes
Startup costs and other non-recurring charges, increased 12.2% to $60.2 million,
versus $53.7 million for the comparable period last year.
“Macroeconomic
factors made for an extremely challenging sales environment, and hurricane Ike
forced the closure of two of our stores for two weeks,” said Steve King, the
Company’s Chief Executive Officer. “The result was that our top line
suffered during the quarter. Despite these obstacles, our operating team did a
great job of executing against our initiatives, and improving
efficiency.”
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 second quarter results on Wednesday, December 10, 2008, at 10:00 a.m.
Central Time (11:00 a.m. Eastern Time). To participate in the
conference call, please dial (866) 765-2661 a few minutes prior to the start
time and reference code # 76430070. Additionally, a live and archived
webcast of the conference call will be available on the Company's Web site,
www.daveandbusters.com.
Celebrating over 25 years of operations,
Dave & Buster's was founded in 1982 and is one of the country's premier
entertainment/dining concepts in the United States and in Canada. The
Company is proud to announce the November 24, 2008 opening of its newest store,
which is located in Arlington, Texas. The Arlington location is the
51st Company–operated store in North America. 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 spending, changes in
demographic trends, unfavorable publicity, our ability to open new complexes,
acts of God, and governmental regulations.
DAVE
& BUSTER’S, INC.
Condensed
Consolidated Balance Sheets
(in
thousands)
|
ASSETS
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November 2, 2008
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February 3, 2008
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||||||
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(unaudited)
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(audited)
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|||||||
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Current
assets:
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||||||||
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Cash and cash
equivalents
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$ | 6,675 | $ | 19,046 | ||||
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Other current
assets
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37,937 | 31,494 | ||||||
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Total current
assets
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44,612 | 50,540 | ||||||
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Property
and equipment,
net
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295,193 | 296,974 | ||||||
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Intangible
and other assets,
net
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146,948 | 148,689 | ||||||
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Total
assets
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$ | 486,753 | $ | 496,203 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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||||||||
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Total
current
liabilities
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$ | 68,273 | $ | 81,206 | ||||
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Other
long-term
liabilities
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84,846 | 81,866 | ||||||
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Long-term
debt, less current
liabilities
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243,375 | 242,375 | ||||||
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Stockholders’
equity
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90,259 | 90,756 | ||||||
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Total
liabilities and stockholders’
equity
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$ | 486,753 | $ | 496,203 | ||||
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
(unaudited)
|
13
Weeks Ended
November
2, 2008
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13
Weeks Ended
November
4, 2007
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|||||||||||||||
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Food
and beverage revenues
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$ | 63,910 | 53.4 | % | $ | 67,079 | 54.2 | % | ||||||||
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Amusement
and other revenues
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55,829 | 46.6 | % | 56,642 | 45.8 | % | ||||||||||
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Total revenues
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119,739 | 100.0 | % | 123,721 | 100.0 | % | ||||||||||
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Cost
of products
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24,419 | 20.4 | % | 24,986 | 20.2 | % | ||||||||||
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Store
operating expenses
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76,856 | 64.2 | % | 78,729 | 63.6 | % | ||||||||||
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General
and administrative expenses
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7,693 | 6.4 | % | 8,725 | 7.1 | % | ||||||||||
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Depreciation
and amortization
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12,449 | 10.4 | % | 12,943 | 10.5 | % | ||||||||||
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Startup
costs
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625 | 0.5 | % | 675 | 0.5 | % | ||||||||||
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Total operating
expenses
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122,042 | 101.9 | % | 126,058 | 101.9 | % | ||||||||||
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Operating income
(loss)
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(2,303 | ) | (1.9 | )% | (2,337 | ) | (1.9 | )% | ||||||||
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Interest
expense, net
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6,996 | 5.8 | % | 7,644 | 6.2 | % | ||||||||||
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Income (loss) before provision
for income taxes
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(9,299 | ) | (7.7 | )% | (9,981 | ) | (8.1 | )% | ||||||||
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Provision
(benefit) for income taxes
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(3,573 | ) | (3.0 | )% | 1,298 | 1.0 | % | |||||||||
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Net income (loss)
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$ | (5,726 | ) | (4.7 | )% | $ | (11,279 | ) | (9.1 | )% | ||||||
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Other
information:
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||||||||||||||||
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Company operated stores open at
end of period
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50 | 49 | ||||||||||||||
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The
following table sets forth a reconciliation of net 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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$ | (5,726 | ) | $ | (11,279 | ) | ||||||||||
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Add back:Provision (benefit) for
income taxes
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(3,573 | ) | 1,298 | |||||||||||||
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Interest expense,
net
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6,996 | 7,644 | ||||||||||||||
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Depreciation and
amortization
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12,449 | 12,943 | ||||||||||||||
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Loss
(gain) on asset disposal
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437 | 545 | ||||||||||||||
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Share-based
compensation
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255 | 344 | ||||||||||||||
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Currency transaction
gain
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108 | - | ||||||||||||||
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EBITDA (Modified)
(1)
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10,946 | 11,495 | ||||||||||||||
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Add back: Startup
costs
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625 | 675 | ||||||||||||||
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Wellspring expense
reimbursement
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188 | 188 | ||||||||||||||
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Adjusted EBITDA
(1)
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$ | 11,759 | $ | 12,358 | ||||||||||||
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
(unaudited)
|
39
Weeks Ended
November
2, 2008
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39
Weeks Ended
November
4, 2007
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|||||||||||||||
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Food
and beverage revenues
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$ | 210,431 | 52.8 | % | $ | 211,253 | 54.0 | % | ||||||||
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Amusement
and other revenues
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188,009 | 47.2 | % | 179,596 | 46.0 | % | ||||||||||
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Total revenues
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398,440 | 100.0 | % | 390,849 | 100.0 | % | ||||||||||
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Cost
of products
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78,316 | 19.7 | % | 77,881 | 19.9 | % | ||||||||||
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Store
operating expenses
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237,887 | 59.7 | % | 235,331 | 60.3 | % | ||||||||||
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General
and administrative expenses
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24,804 | 6.2 | % | 30,224 | 7.7 | % | ||||||||||
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Depreciation
and amortization
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36,786 | 9.2 | % | 38,355 | 9.8 | % | ||||||||||
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Startup
costs
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1,867 | 0.5 | % | 1,032 | 0.3 | % | ||||||||||
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Total operating
expenses
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379,660 | 95.3 | % | 382,823 | 98.0 | % | ||||||||||
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Operating income
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18,780 | 4.7 | % | 8,026 | 2.0 | % | ||||||||||
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Interest
expense, net
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18,953 | 4.8 | % | 21,565 | 5.5 | % | ||||||||||
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Income (loss) before provision
for income taxes
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(173 | ) | (0.1 | )% | (13,539 | ) | (3.5 | )% | ||||||||
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Provision
(benefit) for income taxes
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(427 | ) | (0.1 | )% | (746 | ) | (0.2 | )% | ||||||||
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Net income (loss)
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$ | 254 | 0.0 | % | $ | (12,793 | ) | (3.3 | )% | |||||||
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Other
information:
|
||||||||||||||||
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Company operated stores open at
end of period
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50 | 49 | ||||||||||||||
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The
following table sets forth a reconciliation of net loss to EBITDA
(Modified) and Adjusted EBITDA for the periods shown:
|
||||||||||||||||
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Total net income
(loss)
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$ | 254 | $ | (12,793 | ) | |||||||||||
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Add back:Provision (benefit) for
income taxes
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(427 | ) | (746 | ) | ||||||||||||
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Interest expense,
net
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18,953 | 21,565 | ||||||||||||||
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Depreciation and
amortization
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36,786 | 38,355 | ||||||||||||||
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Loss
(gain) on asset disposal
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1,286 | 1,183 | ||||||||||||||
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Share-based
compensation
|
806 | 1,170 | ||||||||||||||
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Currency transaction
gain
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108 | - | ||||||||||||||
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EBITDA (Modified)
(1)
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57,766 | 48,734 | ||||||||||||||
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Add back: Startup
costs
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1,867 | 1,032 | ||||||||||||||
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Wellspring
expense reimbursement
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563 | 563 | ||||||||||||||
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Change in control
expenses
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- | 3,337 | ||||||||||||||
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Adjusted EBITDA
(1)
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$ | 60,196 | $ | 53,666 | ||||||||||||
NOTE
(1)
EBITDA (Modified), a non-GAAP measure, is defined as net income (loss) before
income tax expense (benefit), interest expense (net), depreciation,
amortization, loss (gain) on asset disposal and stock-based compensation
expense. Adjusted EBITDA, also a non-GAAP measure, is defined as
EBITDA (Modified) plus startup 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.