Form 10-Q
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM
10-Q
 
 
(Mark One)
QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOR THE QUARTERLY PERIOD ENDED August 4, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOR THE TRANSITION PERIOD FROM
    
    
        
    
TO
    
        
    
    
Commission File No.
 001-35664
 
Dave & Buster’s Entertainment, Inc.
(Exact name of registrant as specified in its charter)
 
     
Delaware
 
35-2382255
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2481 Mañana Drive
Dallas,
Texas
75220
(Address of principal executive offices)
(Zip Code)
(214)
357-9588
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
         
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock $0.01 par value
 
PLAY
 
NASDAQ Stock Market LLC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     
 
Indicate by checkmark 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 checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  
    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 checkmark whether the registrant is a shell company (as defined in Rule
 12b-2
of the Exchange Act).    Yes  
    No  
As of September 4, 2019, the registrant had 30,831,297 shares of common stock, $0.01 par value per share, outstanding.
 
 
 
 
 
Table of Contents
 
DAVE & BUSTER’S ENTERTAINMENT, INC.
FORM 10-Q FOR QUARTERLY PERIOD ENDED August 4, 2019
TABLE OF CONTENTS
             
 
 
Page
 
PART I
     
 
             
ITEM 1.
     
3
 
             
ITEM 2.
     
18
 
             
ITEM 3.
     
30
 
             
ITEM 4.
     
31
 
             
PART II
     
 
             
ITEM 1.
     
31
 
             
ITEM 1A.
     
31
 
             
ITEM 2.
     
32
 
             
ITEM 6.
     
33
 
             
     
34
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 
 
 
PART I – FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
DAVE & BUSTER’S ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
 
August 4,
   
February 3,
 
2019
   
2019
 
 
(unaudited)
   
(audited)
 
ASSETS
   
     
 
Current assets:
   
     
 
Cash and cash equivalents
  $
23,318
    $
21,585
 
Inventories
   
27,409
     
27,315
 
Prepaid expenses
   
16,918
     
20,713
 
Income taxes receivable
   
1,569
     
1,880
 
Other current assets
   
9,001
     
19,600
 
                 
Total current assets
   
78,215
     
91,093
 
Property and equipment (net of $627,036 and $578,178 accumulated depreciation as of August 4, 2019 and February 3, 2019, respectively)
   
851,715
     
805,337
 
Operating lease right of use assets
   
924,461
     
—  
 
Deferred tax assets
   
8,529
     
6,736
 
Tradenames
   
79,000
     
79,000
 
Goodwill
   
272,633
     
272,625
 
Other assets and deferred charges
   
19,524
     
18,396
 
                 
Total assets
  $
2,234,077
    $
1,273,187
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
   
     
 
Current liabilities:
   
     
 
Current installments of long-term debt
  $
15,000
    $
15,000
 
Accounts payable
   
53,898
     
60,427
 
Accrued liabilities
   
183,306
     
157,164
 
Income taxes payable
   
4,437
     
11,799
 
                 
Total current liabilities
   
256,641
     
244,390
 
Deferred income taxes
   
18,822
     
14,634
 
Deferred occupancy costs
   
—  
     
223,678
 
Operating lease liabilities
   
1,125,874
     
—  
 
Other liabilities
   
31,359
     
24,179
 
Long-term debt, net
   
552,079
     
378,469
 
Commitments and contingencies
   
 
     
 
 
Stockholders’ equity:
   
     
 
   
 
 
 
 
 
 
 
Common stock, par value $0.01; authorized: 400,000,000 shares; issued: 43,337,125 shares at August 4, 2019 and 43,177,476 shares at February 3, 2019; outstanding: 32,978,834 shares at August 4, 2019 and 37,522,085 shares at February 3, 2019
   
433
     
432
 
Preferred stock, 50,000,000 authorized; none issued
   
  
     
  
 
Paid-in
capital
   
335,599
     
331,255
 
Treasury stock, 10,358,291 and 5,655,391 shares as of August 4, 2019 and February 3, 2019, respectively
   
(497,862
)    
(297,129
)
Accumulated other comprehensive loss
   
(6,647
)    
(683
)
Retained earnings
   
417,779
     
353,962
 
                 
Total stockholders’ equity
   
249,302
     
387,837
 
                 
Total liabilities and stockholders’ equity
  $
2,234,077
    $
1,273,187
 
See accompanying notes to consolidated financial statements.
3
 
 
 
 
DAVE & BUSTER’S ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands, except share and per share amounts)
 
                 
 
Thirteen Weeks
   
Thirteen Weeks
 
Ended
   
Ended
 
August 4, 2019
   
August 5, 2018
 
Food and beverage revenues
  $
137,921
    $
130,242
 
Amusement and other revenues
   
206,678
     
188,946
 
                 
Total revenues
   
344,599
     
319,188
 
Cost of food and beverage
   
36,934
     
33,998
 
Cost of amusement and other
   
22,689
     
21,558
 
                 
Total cost of products
   
59,623
     
55,556
 
Operating payroll and benefits
   
80,927
     
73,736
 
Other store operating expenses
   
104,376
     
94,825
 
General and administrative expenses
   
15,991
     
14,764
 
Depreciation and amortization expense
   
32,745
     
29,049
 
Pre-opening
costs
   
4,723
     
5,328
 
                 
Total operating costs
   
298,385
     
273,258
 
                 
Operating income
   
46,214
     
45,930
 
Interest expense, net
   
4,605
     
3,228
 
                 
Income before provision for income taxes
   
41,609
     
42,702
 
Provision for income taxes
   
9,253
     
8,923
 
                 
Net income
   
32,356
     
33,779
 
                 
Unrealized foreign currency translation gain (loss)
   
134
     
(93
)
Change in fair value of derivatives, net of tax
   
(3,373
)    
—  
 
                 
Total other comprehensive loss
   
(3,239
)    
(93
)
                 
Total comprehensive income
  $
29,117
    $
33,686
 
Net income per share:
   
     
 
Basic
  $
0.91
    $
0.86
 
Diluted
  $
0.90
    $
0.84
 
Weighted average shares used in per share calculations:
   
     
 
Basic
   
35,407,965
     
39,355,105
 
Diluted
   
36,015,710
     
40,280,301
 
Cash dividends declared per share
  $
0.15
    $
—  
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
4
 
 
 
DAVE & BUSTER’S ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands, except share and per share amounts)
 
                 
 
Twenty-Six
 Weeks
Ended
August 4, 2019
   
Twenty-Six
 Weeks
Ended
August 5, 2018
 
Food and beverage revenues
  $
286,142
    $
269,997
 
Amusement and other revenues
   
422,039
     
381,381
 
                 
Total revenues
   
708,181
     
651,378
 
Cost of food and beverage
   
75,688
     
70,018
 
Cost of amusement and other
   
45,660
     
42,677
 
                 
Total cost of products
   
121,348
     
112,695
 
Operating payroll and benefits
   
163,800
     
146,630
 
Other store operating expenses
   
210,621
     
188,165
 
General and administrative expenses
   
32,837
     
30,418
 
Depreciation and amortization expense
   
63,886
     
56,555
 
Pre-opening
costs
   
11,725
     
12,381
 
                 
Total operating costs
   
604,217
     
546,844
 
                 
Operating income
   
103,964
     
104,534
 
Interest expense, net
   
8,661
     
6,085
 
                 
Income before provision for income taxes
   
95,303
     
98,449
 
Provision for income taxes
   
20,504
     
22,520
 
                 
Net income
   
74,799
     
75,929
 
                 
Unrealized foreign currency translation loss
   
(57
)    
(362
)
Change in fair value of derivatives, net of tax
   
(5,907
)    
—  
 
                 
Total other comprehensive loss
   
(5,964
)    
(362
)
                 
Total comprehensive income
  $
68,835
    $
75,567
 
Net income per share:
   
     
 
Basic
  $
2.07
    $
1.92
 
Diluted
  $
2.03
    $
1.88
 
Weighted average shares used in per share calculations:
   
     
 
Basic
   
36,117,815
     
39,525,263
 
Diluted
   
36,803,001
     
40,444,201
 
Cash dividends declared per share
  $
0.30
    $
—  
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
5
 
 
Table of Contents
 
DAVE & BUSTER’S ENTERTAINMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(in thousands, except share amounts)
                                                                 
 
Thirteen Weeks 
Ended August 4, 2019
 
 
Common Stock
   
Paid-In
Capital
   
Treasury Stock
At Cost
   
Accumulated
Other
Comprehensive
Loss
   
Retained
Earnings
   
Total
 
 
Shares
   
Amt.
   
 
   
Shares
   
Amt.
   
 
   
 
   
 
 
Balance May 5, 2019
   
43,323,049
    $    
433
    $
333,515
     
6,958,291
    $
(361,186
)   $
(3,408
)   $
390,771
    $
360,125
 
Net income
   
—  
     
—  
     
—  
     
—  
     
—  
     
—  
     
32,356
     
32,356
 
Unrealized foreign currency translation gain
   
—  
     
—  
     
—  
     
—  
     
—  
     
134
     
—  
     
134
 
Change in fair value of derivatives, net of tax
   
—  
     
—  
     
—  
     
—  
     
—  
     
(3,373
)    
—  
     
(3,373
)
Share-based compensation
   
—  
     
—  
     
1,907
     
—  
     
—  
     
—  
     
—  
     
1,907
 
Issuance of common stock
   
14,076
     
—  
     
177
     
—  
     
—  
     
—  
     
—  
     
177
 
Repurchase of common stock
   
—  
     
—  
     
     
3,400,000
     
(136,676
)    
—  
     
—  
     
(136,676
)
Dividends declared ($0.15 per share)
   
—  
     
—  
     
—  
     
—  
     
—  
     
—  
     
(5,348
)    
(5,348
)
                                                                 
Balance August 4, 2019
   
43,337,125
    $
433
    $
335,599
     
10,358,291
    $
(497,862
)   $
(6,647
)   $
417,779
    $
249,302
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Thirteen Weeks Ended August 5, 2018
 
 
Common Stock
   
Paid-In
Capital
   
Treasury Stock
At Cost
   
Accumulated
Other
Comprehensive
Loss
   
Retained
Earnings
   
Total
 
 
Shares
   
Amt.
   
   
Shares
   
Amt.
   
   
   
 
Balance May 6, 2018
   
42,801,006
    $    
428
    $
323,211
     
3,181,280
    $
(175,372
)   $
(518
)   $
290,461
    $
438,210
 
Net income
   
—  
     
—  
     
—  
     
—  
     
—  
     
—  
     
33,779
     
33,779
 
Unrealized foreign currency translation loss
   
—  
     
—  
     
—  
     
—  
     
—  
     
(93
)    
—  
     
(93
)
Share-based compensation
   
—  
     
—  
     
1,626
     
—  
     
—  
     
—  
     
—  
     
1,626
 
Issuance of common stock
   
136,982
     
1
     
1,114
     
—  
     
—  
     
—  
     
—  
     
1,115
 
Repurchase of common stock
   
—  
     
—  
     
—  
     
728,753
     
(33,712
)    
—  
     
—  
     
(33,712
)
                                                                 
Balance August 5, 2018 
   
42,937,988
    $
429
    $
325,951
     
3,910,033
    $
(209,084
)   $
(611
)   $
324,240
    $
440,925
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
6
 
 
 
DAVE & BUSTER’S ENTERTAINMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(in thousands, except share amounts)
                                                                 
 
Twenty-Six Weeks Ended August 4, 2019
 
 
   
   
   
   
   
Accumulated
   
   
 
 
   
   
   
   
   
Other
   
   
 
 
   
   
Paid-In
   
Treasury Stock
   
Comprehensive
   
Retained
   
 
 
Common Stock
   
Capital
   
At Cost
   
Loss
   
Earnings
   
Total
 
 
Shares
   
    Amt.    
   
   
Shares
   
Amt.
   
    
   
    
   
    
 
                                                                 
Balance February 3, 2019
   
43,177,476
    $
432
    $
331,255
     
5,655,391
    $
(297,129
)   $
(683
)   $
353,962
    $
387,837
 
Cumulative effect of a change in accounting principle, net of tax
   
—  
     
—  
     
—  
     
—  
     
—  
     
—  
     
(145
)    
(145
)
Net income
   
—  
     
—  
     
—  
     
—  
     
—  
     
—  
     
74,799
     
74,799
 
Unrealized foreign currency translation loss
   
—  
     
—  
     
—  
     
—  
     
—  
     
(57
)    
—  
     
(57
)
Change in fair value of derivatives, net of tax
   
—  
     
—  
     
—  
     
—  
     
—  
     
(5,907
)    
—  
     
(5,907
)
Share-based compensation
   
—  
     
—  
     
3,732
     
—  
     
—  
     
—  
     
—  
     
3,732
 
Issuance of common stock
   
159,649
     
1
     
612
     
—  
     
—  
     
—  
     
—  
     
613
 
Repurchase of common stock
   
—  
     
—  
     
     
4,702,900
     
(200,733
)    
—  
     
—  
     
(200,733
)
Dividends declared ($0.30 per share)
   
—  
     
—  
     
—  
     
—  
     
—  
     
—  
     
(10,837
)    
(10,837
)
                                                                 
Balance August 4, 2019
   
43,337,125
    $
433
    $
335,599
     
10,358,291
    $
(497,862
)   $
(6,647
)   $
417,779
    $
249,302
 
                                                                 
       
 
Twenty-Six Weeks Ended August 5, 2018
 
 
   
   
   
   
   
Accumulated
   
   
 
 
   
   
   
   
   
Other
   
   
 
 
   
   
Paid-In
   
Treasury Stock
   
Comprehensive
   
Retained
   
 
 
Common Stock
   
Capital
   
At Cost
   
Loss
   
Earnings
   
Total
 
 
Shares
   
    Amt.    
   
    
   
Shares
   
Amt.
   
    
   
    
   
    
 
                                                                 
Balance February 4, 2018
   
42,660,806
    $
427
    $
320,488
     
2,558,721
    $
(147,331
)   $
(249
)   $
248,311
    $
421,646
 
Net income
   
—  
     
—  
     
—  
     
—  
     
—  
     
—  
     
75,929
     
75,929
 
Unrealized foreign currency translation loss
   
—  
     
—  
     
—  
     
—  
     
—  
     
(362
)    
—  
     
(362
)
Share-based compensation
   
—  
     
—  
     
4,014
     
—  
     
—  
     
—  
     
—  
     
4,014
 
Issuance of common stock
   
277,182
     
2
     
1,449
     
—  
     
—  
     
—  
     
—  
     
1,451
 
Repurchase of common stock
   
—  
     
—  
     
—  
     
1,351,312
     
(61,753
)    
—  
     
—  
     
(61,753
)
                                                                 
Balance August 5, 2018
   
42,937,988
    $
429
    $
325,951
     
3,910,033
    $
(209,084
)   $
(611
)   $
324,240
    $
440,925
 
                                                                 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
7
 

 
 
DAVE & BUSTER’S ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
                 
 
Twenty-Six
 Weeks
Ended
August 4, 2019
   
Twenty-Six
 Weeks
Ended
August 5, 2018
 
Cash flows from operating activities:
   
     
 
Net income
  $
74,799
    $
75,929
 
    
 
 
    
 
 
 
 
 
Adjustments to reconcile net income to net cash provided by operating activities:
   
     
 
     
 
 
    
 
 
 
 
 
Depreciation and amortization expense
   
63,886
     
56,555
 
Deferred taxes
   
4,659
     
5,508
 
Loss on disposal of fixed assets
   
826
     
693
 
Share-based compensation
   
3,732
     
4,014
 
Other, net
   
376
     
717
 
Changes in assets and liabilities:
   
     
 
Inventories
   
(94
)    
2,567
 
Prepaid expenses
   
(4,811
)    
(1,457
)
Income tax receivable
   
311
     
3,498
 
Other current assets
   
(444
)    
(8,536
)
Other assets and deferred charges
   
(1,163
)    
(939
)
Accounts payable
   
(428
)    
2,766
 
Accrued liabilities
   
22,057
     
10,566
 
Income taxes payable
   
(7,362
)    
4,156
 
Deferred occupancy costs
   
—  
     
28,403
 
Other liabilities
   
346
     
471
 
                 
Net cash provided by operating activities
   
156,690
     
184,911
 
                 
Cash flows from investing activities:
   
     
 
Capital expenditures
   
(117,875
)    
(116,624
)
Proceeds from sales of property and equipment
   
375
     
118
 
                 
Net cash used in investing activities
   
(117,500
)    
(116,506
)
                 
Cash flows from financing activities:
   
     
 
Proceeds from debt
   
233,000
     
117,000
 
Payments of debt
   
(59,500
)    
(121,500
)
Proceeds from the exercise of stock options
   
613
     
1,451
 
Repurchase of common stock under share repurchase program
   
(200,147
)    
(61,080
)
Dividends paid
   
(10,837
)    
—  
 
Repurchases of common stock to satisfy employee withholding tax obligations
   
(586
)    
(673
)
                 
Net cash used in financing activities
   
(37,457
)    
(64,802
)
                 
Increase in cash and cash equivalents
   
1,733
     
3,603
 
Beginning cash and cash equivalents
   
21,585
     
18,795
 
                 
Ending cash and cash equivalents
  $
23,318
    $
22,398
 
                 
Supplemental disclosures of cash flow information:
   
     
 
Decrease in fixed asset accounts payable
  $
(6,101
)   $
(8,830
)
Cash paid for income taxes, net
  $
22,850
    $
9,338
 
Cash paid for interest, net
  $
8,050
    $
5,714
 
Leases (note 4)
   
     
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
8
 
 
 
DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Note 1: Summary of Significant Accounting Policies
Basis of presentation 
— Dave & Buster’s Entertainment, Inc. (“D&B Entertainment”) is a Delaware corporation formed in June 2010. References to the “Company”, “we”, “us”, and “our” refers to D&B Entertainment, any predecessor companies, and its wholly-owned subsidiaries, Dave & Buster’s Holdings, Inc. (“D&B Holdings”), a holding company which owns 100% of the outstanding common stock of Dave & Buster’s, Inc. (“D&B Inc”), the operating company. The Company, headquartered in Dallas, Texas, is a leading operator of high-volume entertainment and dining venues (“stores”) in North America for adults and families under the name “Dave & Buster’s”. The Company operates its business as one operating and one reportable segment. During the first half of fiscal 2019, we opened ten stores and permanently closed one store in Duluth (Atlanta), Georgia on March 3, 2019. As of August 4, 2019, we owned and operated 130 stores located in 39 states, Puerto Rico and one Canadian province.
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information as prescribed by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. The preparation of consolidated financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Operating results for the
twenty-six
weeks ended August 4, 2019 are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year ending February 2, 2020. Our quarterly financial data should be read in conjunction with the audited financial statements and notes thereto for the year ended February 3, 2019, included in our Annual Report on Form
10-K
as filed with the SEC.
We operate on a 52 or 53-week fiscal year that ends on the Sunday after the Saturday closest to January 31. Each quarterly period reported has 13 weeks. Fiscal 2019 and 2018, which end on February 2, 2020 and February 3, 2019, contain 52 weeks.
Cash and cash equivalents 
— We consider transaction settlements in process from credit card companies and all highly-liquid investments with original maturities of three months or less to be cash equivalents. Our cash management system provides for the daily funding of all major bank disbursement accounts as checks are presented for payment. Under this system, outstanding checks in excess of the cash balances at certain banks creates book overdrafts. Book overdrafts of $12,757 and $12,782 are presented in “Accounts payable” in the Consolidated Balance Sheets as of August 4, 2019 and February 3, 2019, respectively. Changes in the book overdraft position are presented within “Net cash provided by operating activities” within the Consolidated Statements of Cash Flows.
Fair value of financial instruments
— Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. In determining fair value, the accounting standards establish a three-level hierarchy for inputs used in measuring fair value as follows: Level One inputs are quoted prices available for identical assets or liabilities in active markets; Level Two inputs are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; and Level Three inputs are unobservable and reflect management’s own assumptions.
The carrying amounts of cash and cash equivalents, accounts and notes receivable, accounts payable, and other current liabilities approximate fair value because of their short-term nature. We believe that the carrying amount of our credit facility approximates its fair value because the interest rates are adjusted regularly based on current market conditions. The fair value of the Company’s credit facility was determined to be a Level Two instrument as defined by GAAP. The fair value of the Company’s interest rate swap is determined based upon Level Two inputs which includes valuation models as reported by our counterparties. These valuation models are based on the present value of expected cash flows using forward rate curves.
Non-financial
assets and liabilities recognized or disclosed at fair value in the consolidated financial statements on a nonrecurring basis include such items as property and equipment, goodwill, tradenames and other assets. These assets are measured at fair value when they were evaluated for impairment. During the
twenty-six
weeks ended August 4, 2019, there were
no
impairments recognized.
 
Interest rate swaps 
— The Company entered into three interest rate swap agreements to manage our exposure to interest rate movements on our variable rate credit facility. The agreements entitle the Company to receive at specified intervals, a variable rate of interest based on
one-month
LIBOR in exchange for the payment of a fixed rate of interest throughout the life of the agreements. The
 
 
 
 
notional amount of the swap agreements total $350,000 and the fixed rate of interest for all agreements is 2.47% plus the applicable spread. The agreements became effective on February 28, 2019 and mature on August 17, 2022, which is the maturity date of our credit facility. The Company has designated its interest rate swap agreements as a cash flow hedge and accounts for the underlying activity in accordance with hedge accounting. To the extent that the swaps are effective in offsetting the variability of the hedged cash flows, changes in the fair value of the derivatives are not included in earnings but are included in other comprehensive loss. These changes in fair value are subsequently reclassified into net earnings as a component of interest expense as the hedged interest payments are made on our variable rate debt. Cash flows related to the interest rate swaps are included as component of interest expense and in operating activities. Any portion of the fair value of the swaps determined to be ineffective will be recognized currently in earnings.
The following derivative instruments were outstanding as of the end of the period:
                 
 
   
Fair Value
 
 
Balance Sheet Location
   
August 4, 2019
 
Derivatives designated as hedging instruments:
   
     
 
Interest rate swaps
   
Accrued liabilities
    $
(1,977
)
Interest rate swaps
   
Other liabilities
     
(6,151
)
                 
Total derivatives
   
    $
(8,128
)
                 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following table summarizes the activity in accumulated other comprehensive loss related to our interest rate swap derivative instruments:
                   
   
Thirteen
Weeks Ended
August 4, 2019
   
Twenty-six
Weeks Ended
August 4, 2019
 
Gain (loss) recognized in accumulated other comprehensive loss
    $
(4,668
)             $
(8,140
)
Loss reclassified from accumulated other comprehensive loss into net
earnings (1)
    $
27
    $
12
 
Income tax (expense) benefit of interest rate swaps on accumulated
other comprehensive loss
    $
1,268
    $
2,221
 
 
 
(1)
Amounts reclassified into net earnings included in “Interest expense, net” in the Consolidated Statements of Comprehensive Income.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue recognition 
— Amusement revenues are primarily recognized upon utilization of game play credits on power cards purchased and used by customers to activate most of the video and redemption games. We have deferred a portion of revenues for the estimated unfulfilled performance obligations related to unused game play credits which we believe our customers will utilize in the future. During the thirteen weeks and
twenty-six
weeks ended August 4, 2019, we recognized revenue of approximately $5,000 and $17,000, respectively, related to the amount in deferred amusement revenue as of the end of fiscal 2018.    
In jurisdictions where we do not have a legal obligation to remit unredeemed gift card balances to a legal authority, we recognize revenue on unredeemed gift cards in proportion to the pattern of redemption by the customers. During the thirteen and twenty-six weeks ended August 4, 2019, we recognized revenue of approximately $200 and $1,300, respectively, related to the amount in deferred gift card revenue as of the end of fiscal 2018, of which approximately $140 and $430 was gift card breakage revenue.
 
Stockholders’ equity 
— Our Board of Directors has approved a share repurchase program under which the Company may repurchase shares on the open market, through privately negotiated transactions and through trading plans.
 The share repurchase program may be modified, suspended or discontinued at any time.
On July 12, 2019, the Company increased its
share repurchase authorization to $
800,000
. The share repurchase authorization expires at the end of fiscal 2020.
During the thirteen and
twenty-six
weeks ended August 4, 2019, the Company purchased
3,400,000
and
4,691,564
shares of common stock at an average cost of $
40.20
and $
42.66
per share, respectively. Since the inception of the repurchase program, the Company has purchased
10,975,355
shares of common stock at an average cost of $
48.29
per share. As of August 4, 2019, we have approximately $
269,990
of share repurchase authorization remaining under the current plan.
In our consolidated financial statements, the Company treats shares withheld for tax purposes on behalf of our employees in connection with the vesting of performance restricted stock units as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase plan. During the
twenty-six
weeks ended August 4, 2019, we withheld 11,336 shares of common stock to satisfy $
586
of employees’ tax obligations.
 
10
 
 
 
Table of Contents
 
Recently adopted accounting guidance 
— On February 4, 2019, we adopted Accounting Standard Update (“ASU”)
2016-02,
Leases (Topic 842). This new guidance requires the recognition of lease liabilities, representing future minimum lease payments on a discounted basis, and corresponding
right-of-use
(“ROU”) assets on the balance sheet for most leases. We adopted this standard using a modified retrospective approach, and we elected the transition method that allows us to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The comparative period information had not been restated.
 
Upon adoption of ASU
2016-02,
we applied the package of practical expedients, which eliminated the requirements to reassess prior conclusions about lease identification, lease classification and initial direct costs. We also elected a short-term lease exception policy and an accounting policy to not separate
non-lease
components from lease components for our facility leases. The adoption of this guidance resulted in the recognition of ROU assets related to our operating leases of $877,714 and operating lease liabilities of $1,116,252. At the date of adoption, all lease-related balances consisting of $239,416 of deferred occupancy costs (including unfavorable lease liabilities) and $878 of favorable lease assets have been eliminated as an adjustment to ROU assets. We also recorded a cumulative effect reduction to the opening balance of retained earnings of $145, net of tax, from adoption of this guidance. There was no significant impact to our results of operations or cash flows.
 
Recent accounting pronouncements 
— In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU
2017-04,
Intangibles – Goodwill and Other (Topic 350), which eliminates the requirement to calculate the implied fair value of goodwill if the fair value of a reporting unit is less than the carrying amount of the reporting unit. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The guidance is effective for goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. The Company does not expect the adoption will have a material impact on our consolidated financial statements when we perform future annual impairment tests.
 
In August 2018, the FASB issued ASU
2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, modifies and adds disclosure requirements for fair value measurements. The update is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact of this new standard on our consolidated financial statements.
Note 2: Accrued Liabilities
Accrued liabilities consist of the following as of the end of each period:
 
August 4, 2019
   
February 3, 2019
 
Current portion of operating lease liabilities, net (refer to Note 4)
  $
31,754
    $
—  
 
Current portion of deferred occupancy costs
   
—  
     
15,737
 
Deferred amusement revenue
   
48,939
     
44,232
 
Compensation and benefits
   
24,555
     
24,280
 
Amusement redemption liability
   
20,717
     
19,911
 
Property taxes
   
9,089
     
7,278
 
Deferred gift card revenue
   
8,195
     
9,450
 
Current portion of long-term insurance
   
5,900
     
5,900
 
Sales and use taxes
   
4,903
     
5,226
 
Customer deposits
   
4,373
     
3,731
 
Utilities
   
4,247
     
4,032
 
Inventory liabilities
   
2,480
     
2,876
 
Variable rent liabilities
   
2,310
     
2,245
 
Current portion of derivatives
 
 
1,977
 
 
 
—  
 
Other (refer to Note 5)
   
13,867
     
12,266
 
                 
Total accrued liabilities
  $
183,306
    $
157,164
 
                 
 
11 
 
 
Table of Contents
 
Note 3: Debt
Long-term debt consists of the following as of:
 
August 4, 2019
   
February 3, 2019
 
Credit facility - term
  $
273,750
    $
281,250
 
Credit facility - revolver
   
294,000
     
113,000
 
                 
Total debt outstanding
   
567,750
     
394,250
 
Less:
   
     
 
Current installments - term
   
(15,000
)    
(15,000
)
Debt issuance costs - term
   
(671
)    
(781
)
                 
Long-term debt, net
  $
552,079
    $
378,469
 
                 
On August 17, 2017, we entered into a senior secured credit facility that provides a $300,000 term loan facility and a $500,000 revolving credit facility with a maturity date of August 17, 2022. The $500,000 revolving credit facility includes a $35,000 letter of credit
sub-facility
and a $15,000 swing loan
sub-facility.
The revolving credit facility is available to provide financing for general purposes. Principal payments on the term loan facility are $3,750 per
quarter
through maturity, when the remaining balance is due. Our current credit facility is secured by the assets of D&B Inc and is unconditionally guaranteed by D&B Holdings and each of its direct and indirect domestic wholly-owned subsidiaries. As of August 4, 2019, we had letters of credit outstanding of $8,147 and $197,853 of borrowing available under our credit facility.
 
The interest rates per annum applicable to loans, other than swing loans, under our existing credit facility are currently set based on a defined LIBOR rate plus an applicable margin. Swing loans bear interest at a base rate plus an applicable margin. The loans bear interest subject to a pricing grid based on a total leverage ratio, at
one-month
LIBOR plus a spread ranging from 1.25% to 2.00% for the term loans and the revolving loans.
The interest rate at August 4, 2019 was based on
one-month
LIBOR plus 1.25%. As of August 4, 2019, the Company’s weighted average interest rate on outstanding borrowings was 4.11%, including the impact of the interest rate swap agreements. The weighted average effective rate includes amortization of debt issuance costs, commitment and other fees.
Our credit facility contains restrictive covenants that, among other things, place certain limitations on our ability to: incur additional indebtedness, make loans or advances to subsidiaries and other entities, pay dividends, acquire other businesses or sell assets. In addition, our credit facility requires us to maintain certain financial ratio covenants. As of August 4, 2019, we were in compliance with our restrictive and financial ratio covenants of our credit facility.
 
12
 
 
 
Table of Contents
 
Interest expense, net
— The following tables set forth our recorded interest expense, net for the periods indicated:
 
Thirteen Weeks
Ended
August 4, 2019
   
Thirteen Weeks
Ended
August 5, 2018
 
Interest expense on credit facilities
  $
4,735
    $
3,255
 
Amortization of issuance cost
   
198
     
198
 
Interest income
   
(25
)    
(28
)
Capitalized interest
   
(303
)    
(201
)
Change in fair value of interest rate cap
   
—  
     
4
 
                 
Total interest expense, net
  $
4,605
    $
3,228
 
                 
 
 
Twenty-six
 Weeks
Ended
August 4, 2019
   
Twenty-six
 Weeks
Ended
August 5, 2018
 
Interest expense on credit facilities
  $
8,915
    $
6,278
 
Amortization of issuance cost
   
396
     
396
 
Interest income
   
(51
)    
(56
)
Capitalized interest
   
(599
)    
(527
)
Change in fair value of interest rate cap
   
—  
     
(6
)
                 
Total interest expense, net
  $
8,661
    $
6,085
 
                 
Note 4: Leases
We currently lease the building or site for our stores, corporate office and warehouse space under facility operating leases. These leases typically have initial terms ranging from ten to twenty years and include one or more options to renew. When determining the lease term, we include option periods for which renewal is reasonably certain. Most of the leases require us to pay property taxes, insurance and maintenance of the leased assets. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating leases also includes certain equipment leases that have a term in excess of one year. Certain facility leases also have provisions for additional contingent rentals based on revenues. Contingent rent and other variable rent are included as variable lease costs in the table below.
Lease expense consisted of the following:
                 
 
Thirteen Weeks
Ended
August 4, 2019
   
Twenty-six
 Weeks
Ended
August 4, 2019
 
Operating
  $
30,448
    $
60,240
 
Variable
   
774
     
1,992
 
Short-term
   
116
     
217
 
                 
Total
  $
31,338
    $
62,449
 
                 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Store lease expense is included in “Other store operating expenses” or
“Pre-opening
costs,” accordingly, and corporate lease expense is included in “General and administrative expenses” in the Consolidated Statements of Comprehensive Income.
Operating leases are included within the “Operating lease right of use assets”, “Accrued liabilities” and “Operating lease liabilities” in the Consolidated Balance Sheets. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include both facility and equipment leases. The operating lease ROU asset is reduced by leasehold improvement incentives as the incentives are earned. As of August 4, 2019, the balance of leasehold improvement incentive receivables was $17,482 and is reflected as a reduction of the current portion of operating lease liabilities. The Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. The Company uses judgment in determining its incremental borrowing rate, which includes selecting a yield curve based on a hypothetical credit rating.
 
13
 
 
Table of Contents
 
 
Other information related to leases is as follows:
 
         
 
Twenty-six
 Weeks
Ended
August 4, 2019
 
Cash paid for amounts included in the measurement of lease liabities
 
 
 
 
Operating cash flows from operating leases
  $
60,148
 
ROU assets obtained in exchange for new operating lease liabilities
  $
94,059
 
Weighted-average remaining lease term - operating leases (in years)
   
15.8
 
Weighted-average discount rate - operating leases
   
6.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The maturities of our operating lease liabilities are as follows as of August 4, 2019:
         
Remainder of 2019
  $
54,285
 
2020
   
127,561
 
2021
   
122,026
 
2022
   
114,033
 
2023
   
110,512
 
Thereafter
   
1,356,431
 
         
Total
  $
1,884,848
 
Less: Interest
   
709,738
 
         
Total discounted operating lease liabilities
  $
1,175,110
 
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating lease payments in the table above includes minimum lease payments for five future sites for which the lease has commenced, and the stores are expected to open in fiscal 2019. Operating lease payments exclude minimum lease payments for eighteen executed facility leases that we have not yet taken possession.
 
At February 3, 2019, aggregate minimum annual lease payments under facility and equipment operating leases were as follows:
         
2019
  $
122,501
 
2020
   
117,908
 
2021
   
111,642
 
2022
   
104,195
 
2023
   
100,779
 
Thereafter
   
1,229,803
 
         
Total
  $
1,786,828
 
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note
5: Commitments and Contingencies
We are subject to certain legal proceedings and claims that arise in the ordinary course of our business, including claims alleging violations of federal and state law regarding workplace and employment matters, discrimination, slip-and-fall and other guest-related incidents, and similar matters. In the opinion of management, based upon consultation with legal counsel, the amount of ultimate liability with respect to such legal proceedings and claims will not materially affect the consolidated results of our operations or our financial condition.
On June 30, 2017, we agreed to settle litigation related to alleged violations of the Employee Retirement Income Security Act. The settlement agreement was preliminarily approved by the court on December 7, 2018 with final approval on July 19, 2019. To cover the estimated net costs of settlement, including estimated payment to any opt-in members and class attorneys, as well as related settlement administration costs, we recorded a net charge of $2,550 (representing $7,500 of gross settlement costs less $4,950 of insurance recoveries) during fiscal 2017. Subsequent to August 4, 2019, all funds required to be paid under the final settlement and release agreement were remitted to a settlement fund as directed by the court.
The Company is currently a defendant in several lawsuits filed in courts in California alleging violations of California Business and Professions Code, industry wage orders, wage-and-hour laws and rules and regulations pertaining primarily to the failure to pay proper regular and overtime wages, failure to pay for missed meals and rest periods, pay stub violations, failure to pay all wages due at the time of termination and other employment related claims (the “California Cases”). Some of the California Cases purport or may be determined to be class actions or Private Attorney General Act representative actions and seek substantial damages and penalties. With respect to these California Cases, where the Company has determined that a loss is reasonably possible but not probable, the Company is unable to estimate the amount or range of the reasonably possible loss due to the inherent difficulty of predicting the outcome of uncertainties regarding legal proceedings. The Company’s assessments are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause the Company to change those estimates and assumptions. Management’s assessment of these California Cases could change because of future determinations or the discovery of facts that are not presently known. Accordingly, the ultimate costs of resolving these cases may be substantially higher or lower than estimated. The Company is aggressively defending these cases.
 
14
 

 
Table of Contents
 
Note 6: Earnings per share
Potential dilutive shares consist of the incremental common shares issuable upon the exercise of outstanding stock options (both vested and unvested), unvested time-based restricted stock units (RSU’s) and unvested performance RSU’s to the extent performance measures were attained as of the end of the reporting period, calculated using the treasury-stock method. Potential dilutive shares are excluded from the computation of earnings per share (“EPS”) if their effect is anti-dilutive. Stock options for which the exercise price exceeds the average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation. The weighted average anti-dilutive options excluded from the calculation of common equivalent shares were 160,967 and 90,143 in the thirteen weeks ended August 4, 2019 and August 5, 2018, respectively, and 97,502 and 99,331 in the
twenty-six
weeks ended August 4, 2019 and August 5, 2018, respectively.
The following table sets forth the computation of EPS, basic and diluted for the periods indicated:
                 
 
Thirteen Weeks

Ended

August 4, 2019
   
Thirteen Weeks

Ended

August 5, 2018
 
Numerator:
   
     
 
Net income
  $
32,356
    $
33,779
 
Denominator:
   
     
 
Weighted average number of common shares outstanding (basic)
   
35,407,965
     
39,355,105
 
Weighted average dilutive impact of equity-based awards
   
607,745
     
925,196
 
Weighted average number of common and common equivalent shares outstanding (diluted)
   
36,015,710
     
40,280,301
 
Net income per share:
   
     
 
Basic
  $
0.91
    $
0.86
 
Diluted
  $
0.90
    $
0.84
 
             
 
Twenty-
s
ix Weeks

Ended

August 4, 2019
   
Twenty-six Weeks

Ended

August 5, 2018
 
Numerator:
   
     
 
Net income
  $
74,799
    $
75,929
 
Denominator:
   
     
 
Weighted average number of common shares outstanding (basic)
   
36,117,815
     
39,525,263
 
Weighted average dilutive impact of equity-based awards
   
685,186
     
918,938
 
Weighted average number of common and common equivalent shares outstanding (diluted)
   
36,803,001
     
40,444,201
 
Net income per share:
   
     
 
Basic
  $
2.07
    $
1.92
 
Diluted
  $
2.03
    $
1.88
 
 
 
 
 
 
 
 
 
15
 
 
 
 
Note 7: Share-Based Compensation
Compensation expense related to stock options, time-based and performance-based RSU’s and restricted stock are included in general and administrative expenses and were as follows:
                                 
 
Thirteen Weeks Ended
   
Twenty-six
Weeks Ended
 
August 4, 2019
   
August 5, 2018
   
August 4, 2019
   
August 5, 2018
 
Stock options
  $
804
     
660
    $
1,563
    $
2,018
 
RSU’s and restricted stock
   
1,103
     
966
     
2,169
     
1,996
 
                                 
Total share-based compensation expense
  $
1,907
    $
1,626
    $
3,732
    $
4,014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transactions related to stock option awards during the
twenty-six
weeks ended August 4, 2019 were as follows:
                                 
 
2014 Stock Incentive Plan
   
2010 Stock Incentive Plan
 
 
Number
of Options
   
Weighted
Average
Exercise
Price
   
Number
of Options
   
Weighted
Average
Exercise
Price
 
Outstanding at February 3, 2019
   
1,134,218
    $
34.22
     
359,984
    $
6.48
 
Granted
   
222,266
     
52.04
     
—  
     
—  
 
Exercised
   
(8,390
)    
37.86
     
(52,135
)    
5.67
 
Forfeited
   
(2,882
)    
49.62
     
—  
     
—  
 
                                 
Outstanding at August 4, 2019
   
1,345,212
    $
37.11
     
307,849
    $
6.62
 
                                 
Exercisable at August 4, 2019
   
920,104
    $
31.35
     
307,849
    $
6.62
 
                                 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The total intrinsic value of options exercised during the
twenty-six
weeks ended August 4, 2019 was $2,505. The unrecognized expense related to our stock option plan totaled approximately $3,916 as of August 4, 2019 and will be expensed over a weighted average period of 2.5 years.
Transactions related to time-based and
performance-based
RSU’s and restricted stock during the
twenty-six
weeks ended August 4, 2019 were as follows:
                 
 
Shares
   
Weighted
Average
Fair Value
 
Outstanding at February 3, 2019
   
220,830
    $
47.79
 
Granted
   
72,768
     
52.09
 
Change in units based on performance
   
27,372
     
39.10
 
Vested
   
(99,124
)    
39.64
 
Forfeited
   
(1,562
)    
49.34
 
                 
Outstanding at August 4, 2019
   
220,284
    $
51.79
 
                 
 
 
 
 
 
 
 
 
 
16
 
 
 
 
Fair value of our time-based and performance-based RSU’s and restricted stock is based on our closing stock price on the date of grant. The unrecognized expense related to our time-based and performance-based RSU’s and unvested restricted stock was $6,911 as of August 4, 2019 and will be expensed over a weighted average period of 2.2 years.
During the
twenty-six
weeks ended August 4, 2019, and August 5, 2018, excess tax benefits of $884 and $1,919, respectively, were recognized as a benefit in the “Provision for income taxes” in the Consolidated Statement of Comprehensive Income and classified as a source in operating activities in the Consolidated Statement of Cash Flows.
Forfeitures are estimated at the time of grant and adjusted if necessary, in subsequent periods, if actual forfeitures differ from those estimates. The forfeiture rate is based on historical experience.
 
17
 
 
 
ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with the accompanying unaudited consolidated financial statements and the related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on April 2, 2019. Unless otherwise specified, the meanings of all defined terms in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are consistent with the meanings of such terms as defined in the Notes to Unaudited Consolidated Financial Statements. This discussion contains statements that are, or may be deemed to be, “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, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this quarterly report as a result of various factors, including those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on April 2, 2019. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.
General
We are a leading owner and operator of high-volume venues in North America that combine dining and entertainment for both adults and families under the name “Dave & Buster’s”. Founded in 1982, the core of our concept is to offer our customers the opportunity to “Eat, Drink, Play and Watch” all in one location. Eat and Drink are offered through a full menu of entrées and appetizers and a full selection of non-alcoholic and alcoholic beverages. Our Play and Watch offerings provide an extensive assortment of entertainment attractions centered around playing games and watching live sports and other televised events. Our customer mix skews moderately to males, primarily between the ages of 21 and 39, and we believe we also serve as an attractive venue for families with children and teenagers. We believe we appeal to a diverse customer base by providing a highly customizable experience in a dynamic and fun setting.
Our stores average 41,000 square feet, range in size between 16,000 and 66,000 square feet and are open seven days a week, with hours of operation typically from 11:30 a.m. to midnight on Sunday through Thursday and 11:30 a.m. to 2:00 a.m. on Friday and Saturday.
Our Strategies
Our near-term strategies are as follows:
  Revitalize our existing stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Build deeper guest engagement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Maintain disciplined cost management
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Invest in high-return new stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Return capital to shareholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Our revitalization of existing stores includes the
 
re-energizing
 
of our dining rooms through the installation of “Wow Walls,” LED television displays that create high-energy, contemporary, sports and entertainment-oriented dining areas. This cutting-edge visual technology will be initially deployed across 35 stores in the third quarter of fiscal 2019 in an effort to drive greater traffic and food and beverage penetration. We will also continue to invest in food, beverage and amusement innovations to continually enhance the guest experience.
We are focused on building deeper guest engagement through initiatives such as the nation-wide launch of the Dave & Buster’s mobile app. The launch of the new app is scheduled to be completed in the third quarter of fiscal 2019. The Company’s investments in enhanced data analytics will provide valuable customer insights, actionable intelligence and ultimately drive deeper engagements with existing and new customers, including through targeted promotions and offers.
 
18
 
 
 
We utilize disciplined cost management, including G&A savings and operational efficiencies to fuel growth investments. The Company has identified future cost saving opportunities that we intend to pursue in the near-term. We intend to utilize a significant portion of these cost reductions to fund store technology, data analytics and digital marketing investments to fuel growth in comparable store sales.
We invest in highest-return new store locations to strengthen the Dave & Buster’s brand and portfolio over the long term. During the first
 
twenty-six
 
weeks of fiscal 2019, the Company opened ten new stores, compared to eleven new store openings in the comparable 2018 period. We currently anticipate opening fifteen to sixteen new stores in fiscal 2019. As part of this strategy, we are actively evaluating new initiatives related to store format. Our efforts include rightsizing the square footage of new stores to match market sales potential and evaluating the pace of new store openings to enhance focus on both new stores and existing store revitalization.
Our robust initiatives to return capital to shareholders encompasses both share repurchases and dividend payments. During the first half of fiscal 2019 we increased our total share repurchase authorization to $800 million and executed additional share repurchases totaling $200,147. We also paid dividends totaling $10,837 during the same period.
Although we will focus our efforts on the near-term priorities, we will continue to evaluate other opportunities as part of our ongoing strategic planning process.
Key Measures of Our Performance
We monitor and analyze a number of key performance measures to manage our business and evaluate financial and operating performance. These measures include:
Comparable store sales.
Comparable store sales are a year-over-year comparison of sales at stores open at the end of the period which have been open for at least 18 months as of the beginning of each of the fiscal years. 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 store base consisted of 99 stores as of August 4, 2019.
New store openings.
Our ability to expand our business and reach new customers is influenced by the opening of additional stores in both new and existing markets. The success of our new stores is indicative of our brand appeal and the efficacy of our site selection and operating models. Between August 5, 2018 and August 4, 2019, we opened fourteen new stores, eight of which were in new markets.
Non-GAAP Financial Measures
In addition to the results provided in accordance with generally accepted accounting principles (“GAAP”), we provide non-GAAP measures which present operating results on an adjusted basis. These are supplemental measures of performance that are not required by or presented in accordance with GAAP and include Adjusted EBITDA, Adjusted EBITDA Margin, Store Operating Income Before Depreciation and Amortization and Store Operating Income Before Depreciation and Amortization Margin (defined below). These non-GAAP measures do not represent and should not be considered as an alternative to net income or cash flows from operations, as determined in accordance with GAAP, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Although we use these non-GAAP measures to assess the operating performance of our business, they have significant limitations as an analytical tool because they exclude certain material costs. For example, Adjusted EBITDA does not take into account a number of significant items, including our interest expense and depreciation and amortization expense. In addition, Adjusted EBITDA excludes pre-opening and other costs which may be important in analyzing our GAAP results. Because Adjusted EBITDA does not account for these expenses, its utility as a measure of our operating performance has material limitations. Our calculations of Adjusted EBITDA adjust for these amounts because they vary from period to period and do not directly relate to the ongoing operations of the currently underlying business of our stores and therefore complicate comparison of underlying business between periods. Nevertheless, because of the limitations described above, management does not view Adjusted EBITDA or Store Operating Income Before Depreciation and Amortization in isolation and also uses other measures, such as revenues, gross margin, operating income and net income, to measure operating performance.
Adjusted EBITDA and Adjusted EBITDA Margin
. We define “Adjusted EBITDA” as net income plus interest expense, net, loss on debt refinancing, provision for income taxes, depreciation and amortization expense, loss on asset disposal, share-based compensation, pre-opening costs, currency transaction (gains) losses and other costs. “Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by total revenues.
 
19
 
 
 
Adjusted EBITDA is presented because we believe that it provides useful information to investors and analysts regarding our operating performance. By reporting Adjusted EBITDA, we provide a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.
Store Operating Income Before Depreciation and Amortization and Store Operating Income Before Depreciation and Amortization Margin.
We define “Store Operating Income Before Depreciation and Amortization” as operating income plus depreciation and amortization expense, general and administrative expenses and pre-opening costs. “Store Operating Income Before Depreciation and Amortization Margin” is defined as Store Operating Income Before Depreciation and Amortization divided by total revenues. Store Operating Income Before Depreciation and Amortization Margin allows us to evaluate operating performance of each store across stores of varying size and volume.
We believe that Store Operating Income Before Depreciation and Amortization 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 Operating Income Before Depreciation and Amortization 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 Operating Income Before Depreciation and Amortization as a means of evaluating store financial performance compared with our competitors. However, because this measure excludes significant items such as general and administrative expenses and pre-opening costs, as well as our interest expense, net and depreciation and amortization expense, which are important in evaluating our consolidated financial performance from period to period, the value of this measure is limited as a measure of our consolidated financial performance.
Presentation of Operating Results
We operate on a 52 or 53-week fiscal year that ends on the Sunday after the Saturday closest to January 31. Each quarterly period has 13 weeks, except in a 53-week year when the fourth quarter has 14 weeks. All references to the second quarter of 2019 relate to the 13-week period ended August 4, 2019. All references to the second quarter of 2018 relate to the 13-week period ended August 5, 2018. Fiscal 2019 and fiscal 2018 consist of 52 weeks. All dollar amounts are presented in thousands, unless otherwise noted, except share and per share amounts. 
Store-Level Variability, Quarterly Fluctuations, Seasonality and Inflation
We have historically operated stores varying in size and have experienced significant variability among stores in volumes, operating results and net investment costs.
Our new stores typically open with sales volumes in excess of their expected long term run-rate levels, which we refer to as a “honeymoon” effect. We expect our new store sales volumes in year two to be 10% to 20% lower than our year one targets, and to grow in line with the rest of our comparable store base thereafter. As a result of the substantial revenues associated with each new store, the number and timing of new store openings will result in significant fluctuations in quarterly results.
In the first year of operation new store operating margins (excluding pre-opening expenses) typically benefit from honeymoon sales leverage on occupancy, management labor, and other fixed costs. This benefit is partially offset by normal inefficiencies in hourly labor and other costs associated with establishing a new store. In year two, operating margins may decline due to the loss of honeymoon sales leverage on fixed costs which is partially offset by improvements in store operating efficiency. Furthermore, rents in our new stores are typically higher than our comparable store base.
Our operating results fluctuate significantly due to seasonal factors. Typically, we have higher revenues associated with spring and year-end holidays which will continue to be susceptible to the impact of severe or unseasonably mild weather on customer traffic and sales during that period. Our third quarter, which encompasses the back-to-school fall season, has historically had lower revenues as compared to the other quarters.
We expect that economic and environmental conditions and changes in regulatory legislation will continue to exert pressure on both supplier pricing and consumer spending related to entertainment and dining alternatives. Although there is no assurance that our cost of products will remain stable or that federal, state or local minimum wage rates will not increase beyond amounts currently legislated, the effects of any supplier price increases or wage rate increases are expected to be partially offset by selected menu price increases where competitively appropriate.
 
20
 
 
 
Thirteen Weeks Ended August 4, 2019 Compared to Thirteen Weeks Ended August 5, 2018
Results of operations. 
The following table sets forth selected data, in thousands of dollars and as a percentage of total revenues (unless otherwise noted) for the periods indicated. All information is derived from the accompanying unaudited consolidated statements of comprehensive income.
                                 
 
Thirteen Weeks
Ended
   
Thirteen Weeks
Ended
 
 
August 4, 2019
   
August 5, 2018
 
Food and beverage revenues
  $
137,921
     
40.0
%   $
130,242
     
40.8
%
Amusement and other revenues
   
206,678
     
60.0
     
188,946
     
59.2
 
                                 
Total revenues
   
344,599
     
100.0
     
319,188
     
100.0
 
Cost of food and beverage (as a percentage of food and beverage revenues)
   
36,934
     
26.8
     
33,998
     
26.1
 
Cost of amusement and other (as a percentage of amusement and other revenues)
   
22,689
     
11.0
     
21,558
     
11.4
 
                                 
Total cost of products
   
59,623
     
17.3
     
55,556
     
17.4
 
Operating payroll and benefits
   
80,927
     
23.5
     
73,736
     
23.1
 
Other store operating expenses
   
104,376
     
30.3
     
94,825
     
29.7
 
General and administrative expenses
   
15,991
     
4.6
     
14,764
     
4.6
 
Depreciation and amortization expense
   
32,745
     
9.5
     
29,049
     
9.1
 
Pre-opening costs
   
4,723
     
1.4
     
5,328
     
1.7
 
                                 
Total operating costs
   
298,385
     
86.6
     
273,258
     
85.6
 
                                 
Operating income
   
46,214
     
13.4
     
45,930
     
14.4
 
Interest expense, net
   
4,605
     
1.3
     
3,228
     
1.0
 
                                 
Income before provision for income taxes
   
41,609
     
12.1
     
42,702
     
13.4
 
Provision for income taxes
   
9,253
     
2.7
     
8,923
     
2.8
 
                                 
Net income
  $
32,356
     
9.4
%   $
33,779
     
10.6
%
Change in comparable store sales (1)
   
     
(1.8
)%    
     
(2.4
)%
Company-owned stores open at end of period (1)
   
     
130
     
     
117
 
Comparable stores open at end of period (1)
   
     
99
     
     
86
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Our store in Duluth (Atlanta), Georgia permanently closed on March 3, 2019 as we did not exercise the renewal option and has been excluded from fiscal 2019 store counts and comparable store sales.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
 
 
 
Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA
The following table reconciles (in dollars and as a percent of total revenues) Net income to Adjusted EBITDA for the periods indicated:
                                 
 
Thirteen Weeks
   
Thirteen Weeks
 
 
Ended
   
Ended
 
 
August 4, 2019
   
August 5, 2018
 
Net income
  $
32,356
     
9.4
%   $
33,779
     
10.6
%
Interest expense, net
   
4,605
     
     
3,228
     
 
Provision for income taxes
   
9,253
     
     
8,923
     
 
Depreciation and amortization expense
   
32,745
     
     
29,049
     
 
                                 
EBITDA
   
78,959
     
22.9
%    
74,979
     
23.5
%
Loss on asset disposal
   
406
     
     
431
     
 
Share-based compensation
   
1,907
     
     
1,626
     
 
Pre-opening costs
   
4,723
     
     
5,328
     
 
Other costs (1)
   
(13
)    
     
26
     
 
                                 
Adjusted EBITDA
  $
85,982
     
25.0
%   $
82,390
     
25.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Primarily represents costs related to currency transaction (gains) or losses.
 
 
 
 
 
 
 
 
 
 
 
 
 
Store Operating Income Before Depreciation and Amortization
The following table reconciles (in dollars and as a percent of total revenues) Operating income to Store Operating Income Before Depreciation and Amortization for the periods indicated:
                                 
 
Thirteen Weeks
   
Thirteen Weeks
 
 
Ended
   
Ended
 
 
August 4, 2019
   
August 5, 2018
 
Operating income
  $
46,214
     
13.4
%   $
45,930
     
14.4
%
General and administrative expenses
   
15,991
     
     
14,764
     
 
Depreciation and amortization expense
   
32,745
     
     
29,049
     
 
Pre-opening costs
   
4,723
     
     
5,328
     
 
                                 
Store Operating Income Before Depreciation and Amortization
  $
99,673
     
28.9
%   $
95,071
     
29.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Additions
The table below reflects accrual-based capital additions. Capital additions do not include any reductions for accrual-based leasehold improvement incentives or proceeds from sale-leaseback transactions (collectively, “Payments form landlords”).
                 
 
Thirteen Weeks
   
Thirteen Weeks
 
 
Ended
   
Ended
 
 
August 4, 2019
   
August 5, 2018
 
New store and operating initiatives
  $
40,029
    $
30,256
 
Games
   
6,146
     
11,171
 
Maintenance capital
   
4,190
     
7,431
 
                 
Total capital additions
  $
50,365
    $
48,858
 
Payments from landlords
  $
7,099
    $
15,758
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22
 
 
 
Results of Operations
Revenues
Total revenues increased $25,411, or 8.0%, to $344,599 in the second quarter of fiscal 2019 compared to total revenues of $319,188 in the second quarter of fiscal 2018. For the thirteen weeks ended August 4, 2019, we derived 28.0% of our total revenue from food sales, 12.0% from beverage sales, 59.1% from amusement sales and 0.9% from other sources. For the thirteen weeks ended August 5, 2018, we derived 28.8% of our total revenue from food sales, 12.0% from beverage sales, 58.5% from amusement sales and 0.7% from other sources.
The net increase in revenues for the second quarter of fiscal 2019 compared to the second quarter of 2018 were from the following sources:
         
Comparable stores
  $
(4,877
)
Non-comparable stores
   
29,633
 
Other
   
655
 
         
Total
  $
25,411
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comparable store revenue decreased $4,877, or 1.8%, in the second quarter of fiscal 2019 compared to the second quarter of fiscal 2018. Comparable store revenue compared to prior year was negatively impacted by increased competitive pressure, and sales transfers to new stores that we opened in markets where we operate. Comparable walk-in revenues, which accounted for 90.4% of comparable store revenue for the second quarter of fiscal 2019, decreased 2.0% compared to the similar period in fiscal 2018. Comparable store special events revenues, which accounted for 9.6% of comparable store revenue for the second quarter of fiscal 2019, increased 0.1% compared to the second quarter of fiscal 2018.
Food sales at comparable stores decreased by $2,985, or 3.8%, to $75,645 in the second quarter of fiscal 2019 from $78,630 in the second quarter of fiscal 2018. Beverage sales at comparable stores decreased by $537, or 1.6%, to $32,528 in the second quarter of fiscal 2019 from $33,065 in the 2018 comparison period. Comparable store amusement and other revenues in the second quarter of fiscal 2019 decreased by $1,355, or 0.8%, to $160,112 from $161,467 in the comparable thirteen weeks of fiscal 2018. The decrease in amusement sales was due in part to lower customer volumes partially offset by various pricing initiatives in the current year, including an increase in new card fees with the launch of our RFID power card in the first quarter of fiscal 2019.
Non-comparable store revenue increased $29,633, for the second quarter of fiscal 2019 compared to the second quarter of fiscal 2018. The increase in non-comparable store revenue was primarily driven by 198 additional operating store weeks contributed by our thirty-one non-comparable stores, fourteen of which opened subsequent to the second quarter of fiscal 2018, partially offset by a decrease in revenue due to the closure of our store in Duluth (Atlanta), Georgia on March 3, 2019.
Cost of products
The total cost of products was $59,623 for the second quarter of fiscal 2019 and $55,556 for the second quarter of fiscal 2018. The total cost of products as a percentage of total revenues was 17.3% and 17.4% for the second quarter of fiscal 2019 and fiscal 2018, respectively.
Cost of food and beverage products increased to $36,934 in the second quarter of fiscal 2019 compared to $33,998 for the second quarter of fiscal 2018 due primarily to the increased sales volume related to new store openings. Cost of food and beverage products, as a percentage of food and beverage revenues, increased 70 basis points to 26.8% for the second quarter of fiscal 2019 from 26.1% for the second quarter of fiscal 2018. Higher poultry costs due to our “All You Can Eat” wings promotion, higher bar consumable costs due to our shift to fresh juices at the bar as well as the impact of our larger
 
non-comparable
 
store group, were partially offset by declines in seafood costs and increases in food and beverage prices.
Cost of amusement and other increased to $22,689 in the second quarter of fiscal 2019 compared to $21,558 in the second quarter of fiscal 2018. The costs of amusement and other, as a percentage of amusement and other revenues, decreased 40 basis points to 11.0% for the second quarter of fiscal 2019 from 11.4% for the second quarter of fiscal 2018. The decrease in cost of amusement and other as a percentage of revenue was due, in part, to lower expense associated with our estimated amusement redemption liabilities and leverage from revenue increases derived from an increase in the price of power cards and higher revenue from our virtual reality platform. Increases in cost of amusements due to recently imposed tariffs were largely offset by price increases in WIN!.
 
23
  
 
 
Operating payroll and benefits
Total operating payroll and benefits increased by $7,191, or 9.8%, to $80,927 in the second quarter of fiscal 2019 compared to $73,736 in the second quarter of fiscal 2018. This increase was primarily due to labor associated with the additional operating store weeks of our non-comparable stores. The total cost of operating payroll and benefits, as a percentage of total revenues, increased 40 basis points to 23.5% in the second quarter of fiscal 2019 compared to 23.1% for the second quarter of fiscal 2018. This increase was due to an hourly wage rate increase of 4.6%, normal labor inefficiencies associated with our non-comparable store base and unfavorable leverage on decreased comparable store sales.
Other store operating expenses
Other store operating expenses increased by $9,551, or 10.1%, to $104,376 in the second quarter of fiscal 2019 compared to $94,825 in the second quarter of fiscal 2018, primarily due to new store openings. Other store operating expenses as a percentage of total revenues increased 60 basis points to 30.3% in the second quarter of fiscal 2019 compared to 29.7% in the second quarter of fiscal 2018. This increase was due primarily to higher occupancy costs associated with our non-comparable stores, deleveraging of our occupancy costs on lower comparable store sales, and incremental legal and sports viewing costs, partially offset by favorable leverage of marketing expenses relative to total revenue.
General and administrative expenses
General and administrative expenses increased by $1,227, or 8.3%, to $15,991 in the second quarter of fiscal 2019 compared to $14,764 in the second quarter of fiscal 2018. The increase in general and administrative expenses was primarily driven by increased compensation and professional services costs at our corporate headquarters. General and administrative expenses, as a percentage of total revenues remained unchanged at 4.6% in both the second quarter of fiscal 2019 and the second quarter of fiscal 2018.
Depreciation and amortization expense
Depreciation and amortization expense increased by $3,696 or 12.7%, to $32,745 in the second quarter of fiscal 2019 compared to $29,049 in the second quarter of fiscal 2018. Increased depreciation due to our 2018 and 2019 capital expenditures for new stores, operating initiatives, games and maintenance capital, was partially offset by other assets reaching the end of their depreciable lives.
Pre-opening costs
Pre-opening costs decreased by $605 to $4,723 in the second quarter of fiscal 2019 compared to $5,328 in the second quarter of fiscal 2018
.
Interest expense, net
Interest expense, net increased by $1,377 to $4,605 in the second quarter of fiscal 2019 compared to $3,228 in the second quarter of fiscal 2018 due primarily to an increase in average outstanding debt and higher interest rates.
 
Provision for income taxes
The effective income tax rate increased to 22.2% in the second quarter of fiscal 2019 compared to 20.9% in the second quarter of fiscal 2018. The increase is driven by lower excess tax benefit associated with share-based compensation partially offset by higher tax credits and a favorable change in the mix of jurisdictional earnings.
 
24
 
 
 
Twenty-Six Weeks Ended August 4, 2019 Compared to Twenty-Six Weeks Ended August 5, 2018
Results of operations. 
The following table sets forth selected data, in thousands of dollars and as a percentage of total revenues (unless otherwise noted) for the periods indicated. All information is derived from the accompanying unaudited consolidated statements of comprehensive income.
                                 
 
Twenty-six Weeks
Ended
   
Twenty-six Weeks
Ended
 
August 4, 2019
   
August 5, 2018
 
Food and beverage revenues
  $
286,142
     
40.4
%   $
269,997
     
41.5
%
Amusement and other revenues
   
422,039
     
59.6
     
381,381
     
58.5
 
                                 
Total revenues
   
708,181
     
100.0
     
651,378
     
100.0
 
Cost of food and beverage (as a percentage of food and beverage revenues)
   
75,688
     
26.5
     
70,018
     
25.9
 
Cost of amusement and other (as a percentage of amusement and other revenues)
   
45,660
     
10.8
     
42,677
     
11.2
 
                                 
Total cost of products
   
121,348
     
17.1
     
112,695
     
17.3
 
Operating payroll and benefits
   
163,800
     
23.1
     
146,630
     
22.5
 
Other store operating expenses
   
210,621
     
29.8
     
188,165
     
28.9
 
General and administrative expenses
   
32,837
     
4.6
     
30,418
     
4.7
 
Depreciation and amortization expense
   
63,886
     
9.0
     
56,555
     
8.7
 
Pre-opening costs
   
11,725
     
1.7
     
12,381
     
1.9
 
                                 
Total operating costs
   
604,217
     
85.3
     
546,844
     
84.0
 
                                 
Operating income
   
103,964
     
14.7
     
104,534
     
16.0
 
Interest expense, net
   
8,661
     
1.2
     
6,085
     
0.9
 
                                 
Income before provision for income taxes
   
95,303
     
13.5
     
98,449
     
15.1
 
Provision for income taxes
   
20,504
     
2.9
     
22,520
     
3.4
 
                                 
Net income
  $
74,799
     
10.6
%   $
75,929
     
11.7
%
Change in comparable store sales (1)
   
     
(1.0
)%    
     
(3.7
)%
Company-owned stores open at end of period (1)
   
     
130
     
     
117
 
Comparable stores open at end of period (1)
   
     
99
     
     
86
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Our store in Duluth (Atlanta), Georgia permanently closed on March 3, 2019 as we did not exercise the renewal option and has been excluded from fiscal 2019 store counts and comparable store sales.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25
 
 
 
Reconciliations of
Non-GAAP
Financial Measures
Adjusted EBITDA
The following table reconciles (in dollars and as a percent of total revenues) Net income to Adjusted EBITDA for the periods indicated:
                                 
 
Twenty-six
Weeks
   
Twenty-six
Weeks
 
 
Ended
   
Ended
 
 
August 4, 2019
   
August 5, 2018
 
Net income
  $
74,799
     
10.6
%   $
75,929
     
11.7
%
Interest expense, net
   
8,661
     
     
6,085
     
 
Provision for income taxes
   
20,504
     
     
22,520
     
 
Depreciation and amortization expense
   
63,886
     
     
56,555
     
 
                                 
EBITDA
   
167,850
     
23.7
%    
161,089
     
24.7
%
Loss on asset disposal
   
826
     
     
693
     
 
Share-based compensation
   
3,732
     
     
4,014
     
 
Pre-opening
costs
   
11,725
     
     
12,381
     
 
Other costs (1)
   
33
     
     
121
     
 
                                 
Adjusted EBITDA
  $
184,166
     
26.0
%   $
178,298
     
27.4
%
 
 
 
 
 
 
 
 
 
(1)
Primarily represents costs related to currency transaction (gains) or losses.
 
 
 
 
 
 
 
 
 
Store Operating Income Before Depreciation and Amortization
The following table reconciles (in dollars and as a percent of total revenues) Operating income to Store Operating Income Before Depreciation and Amortization for the periods indicated:
                                 
 
Twenty-six
Weeks
   
Twenty-six
Weeks
 
 
Ended
   
Ended
 
 
August 4, 2019
   
August 5, 2018
 
Operating income
  $
103,964
     
14.7
%   $
104,534
     
16.0
%
General and administrative expenses
   
32,837
     
     
30,418
     
 
Depreciation and amortization expense
   
63,886
     
     
56,555
     
 
Pre-opening
costs
   
11,725
     
     
12,381
     
 
                                 
Store Operating Income Before Depreciation and Amortization
  $
212,412
     
30.0
%   $
203,888
     
31.3
%
 
 
 
 
 
 
 
 
 
Capital Additions
The table below reflects accrual-based capital additions. Capital additions do not include any reductions for Payments from landlords.
                 
 
Twenty-six
 Weeks
   
Twenty-six
 Weeks
 
 
Ended
   
Ended
 
 
August 4, 2019
   
August 5, 2018
 
New store and operating initiatives
  $
91,447
    $
78,464
 
Games
   
9,842
     
18,604
 
Maintenance capital
   
10,485
     
10,726
 
                 
Total capital additions
  $
111,774
    $
107,794
 
Payments from landlords
  $
21,341
    $
30,545
 
 
 
 
 
 
 
 
 
 
 
26
 
 
 
Results of Operations
Revenues
Total revenues increased $56,803, or 8.7%, to $708,181 in the
twenty-six
week period ended August 4, 2019 compared to total revenues of $651,378 in the
twenty-six
week period ended August 5, 2018. For the
twenty-six
weeks ended August 4, 2019, we derived 27.9% of our total revenue from food sales, 12.5% from beverage sales, 58.8% from amusement sales and 0.8% from other sources. For the
twenty-six
weeks ended August 5, 2018, we derived 28.6% of our total revenue from food sales, 12.9% from beverage sales, 57.9% from amusement sales and 0.6% from other sources.
The net increase in revenues for the
twenty-six
weeks ended August 4, 2019 compared to the
twenty-six
period ended August 5, 2018, were from the following sources:
         
Comparable stores
  $
(5,802
)
Non-comparable
stores
   
62,221
 
Other
   
384
 
         
Total
  $
56,803
 
 
 
 
 
 
 
 
 
 
Comparable store revenue decreased $5,802, or 1.0%, in the
twenty-six
weeks ended August 4, 2019 compared to the
twenty-six
weeks ended August 5, 2018. Comparable store revenue compared to prior year was negatively impacted by an unfavorable shift in the current year holiday/school break calendar, increased competitive pressure, and sales transfers to new stores that we opened in markets where we operate. Comparable
walk-in
revenues, which accounted for 91.3% of comparable store revenue for the
twenty-six
weeks ended August 4, 2019, decreased 1.3% compared to the similar period in fiscal 2018. Comparable store special events revenues, which accounted for 8.7% of comparable store revenue for the
twenty-six
weeks ended August 4, 2019, increased 1.5% compared to the similar period in fiscal 2018.
Food sales at comparable stores decreased by $5,276, or 3.3%, to $156,354 in the
twenty-six
weeks ended August 4, 2019 from $161,630 in the in the
twenty-six
weeks ended August 5, 2018. Beverage sales at comparable stores decreased by $2,293, or 3.1%, to $70,533 in the
twenty-six
week period ended August 4, 2019 from $72,826 in the 2018 comparison period. Comparable store amusement and other revenues in the
twenty-six
week period ended August 4, 2019 increased by $1,767, or 0.5%, to $332,689 from $330,922 in the comparable
twenty-six
weeks of fiscal 2018. The increase in amusement sales was positively impacted by various pricing initiatives in the current year, including an increase in new card fees with the launch of our RFID power card and incremental sales associated with our virtual reality platform which launched during the second quarter of fiscal 2018.
Non-comparable
store revenue increased $62,221, for the
twenty-six
week period ended August 4, 2019 compared to the
twenty-six
week period ended August 5, 2018. The increase in
non-comparable
store revenue was primarily driven by 394 additional operating store weeks contributed by our
thirty-one 
non-comparable
stores, fourteen of which opened subsequent to the second quarter of fiscal 2018, partially offset by a decrease in revenue due to the closure of our store in Duluth (Atlanta), Georgia on March 3, 2019.
Cost of products
The total cost of products was $121,348 for the
twenty-six
week period ended August 4, 2019 and $112,695 for the
twenty-six
week period ended August 5, 2018. The total cost of products as a percentage of total revenues was 17.1% and 17.3% for the
twenty-six
weeks ended August 4, 2019 and the
twenty-six
week period ended August 5, 2018, respectively.
Cost of food and beverage products increased to $75,688 in the
 
twenty-six
 
week period ended August 4, 2019 compared to $70,018 for the
 
twenty-six
 
week period ended August 5, 2018, due primarily to the increased sales volume related to new store openings. Cost of food and beverage products, as a percentage of food and beverage revenues, increased 60 basis points to 26.5% for the
 
twenty-six
 
week period ended August 4, 2019 from 25.9% for the
 
twenty-six
 
week period ended August 5, 2018. Higher meat costs resulting from our upgraded steak products, higher poultry costs due to our “All You Can Eat” wings promotion and higher bar consumable costs due to our shift to fresh juices at the bar as well as the impact of our larger
 
non-comparable
 
store group, were partially offset by declines in seafood costs and increases in food and beverage prices.
Cost of amusement and other increased to $45,660 in the
twenty-six
week period ended August 4, 2019 compared to $42,677 in the
twenty-six
week period ended August 5, 2018. The costs of amusement and other, as a percentage of amusement and other revenues, decreased 40 basis points to 10.8% for the
twenty-six
week period ended August 4, 2019 from 11.2% for the
twenty-six
week period ended August 5, 2018. The decrease in cost of amusement and other as a percentage of revenue was due, in part, to lower expense associated with our estimated amusement redemption liabilities, an increase in the price of power cards and a slight shift in game play to
non-redemption
games.
 
27
 
 
 
Operating payroll and benefits
Total operating payroll and benefits increased by $17,170, or 11.7%, to $163,800 in the
twenty-six
week period ended August 4, 2019 compared to $146,630 in the
twenty-six
week period ended August 5, 2018. This increase was primarily due to labor associated with the additional operating store weeks of our
non-comparable
stores. The total cost of operating payroll and benefits, as a percentage of total revenues, increased 60 basis points to 23.1% in the
twenty-six
week period ended August 4, 2019 compared to 22.5% for the
twenty-six
week period ended August 5, 2018. This increase was due to an hourly wage rate increase of 4.5%, incremental amusements labor related to our virtual reality platform, normal labor inefficiencies associated with our
non-comparable
store base and unfavorable leverage on decreased comparable store sales.
Other store operating expenses
Other store operating expenses increased by $22,456, or 11.9%, to $210,621 in the
twenty-six
week period ended August 4, 2019 compared to $188,165 in the
twenty-six
week period ended August 5, 2018, primarily due to new store openings. Other store operating expenses as a percentage of total revenues increased 90 basis points to 29.8% in the
twenty-six
week period ended August 4, 2019 compared to 28.9% in the
twenty-six
week period ended August 5, 2018. This increase was due primarily to higher occupancy costs associated with our
non-comparable
stores, deleveraging of our occupancy costs on lower comparable store sales, incremental legal and sports viewing costs, and the absence of hurricane-related business interruption proceeds recorded in the first quarter of the prior year.
General and administrative expenses
General and administrative expenses increased by $2,419, or 8.0%, to $32,837 in the
twenty-six
week period ended August 4, 2019 compared to $30,418 in the
twenty-six
week period ended August 5, 2018. The increase in general and administrative expenses was primarily driven by increased compensation and professional services costs at our corporate headquarters. General and administrative expenses, as a percentage of total revenues remained relatively unchanged at 4.6% in the
twenty-six
week period ended August 4, 2019 compared to 4.7% in the
twenty-six
week period ended August 5, 2018.
Depreciation and amortization expense
Depreciation and amortization expense increased by $7,331 or 13.0%, to $63,886 in the
twenty-six
week period ended August 4, 2019 compared to $56,555 in the
twenty-six
week period ended August 5, 2018. Increased depreciation due to our 2018 and 2019 capital expenditures for new stores, operating initiatives, games and maintenance capital, was partially offset by other assets reaching the end of their depreciable lives.
Pre-opening
costs
Pre-opening
costs decreased by $656 to $11,725 in the
twenty-six
week period ended August 4, 2019 compared to $12,381 in the comparable time period of fiscal 2018
.
Interest expense, net
Interest expense, net increased by $2,576 to $8,661 in the
twenty-six
week period ended August 4, 2019 compared to $6,085 in the
twenty-six
week period ended August 5, 2018 due primarily to higher interest rates and an increase in average outstanding debt.
 
Provision for income taxes
The effective income tax rate decreased to 21.5% in the
twenty-six
weeks ended August 4, 2019 compared to 22.9% in the
twenty-six
week period ended August 5, 2018. The decrease reflects higher tax credits and a favorable change in the mix of jurisdictional earnings partially offset by lower excess tax benefit associated with share-based compensation.
Liquidity and Capital Resources
Cash and Cash Equivalents
At August 4, 2019, we had cash and cash equivalents of $23,318 and a net working capital deficit of $178,426. We are able to operate with a working capital deficit because cash from sales is usually received before related liabilities for product, supplies, labor and services become due. Our operations do not require significant inventory or receivables, and we continually invest in our business through the growth of stores and operating improvement additions, which are reflected as noncurrent assets and not a part of working capital.
 
28
 
 
 
Based on our current business plan, we believe our cash and cash equivalents combined with expected cash flows from operations, available borrowings under the revolving portion of our credit facility and expected payments from landlords should be sufficient not only for our operating requirements but also to enable us, in the aggregate, to finance our capital allocation strategy, including capital expenditures, share repurchases, cash dividends and any required debt payments through at least the next twelve months and the foreseeable future.    
We expect to spend between $242,000 and $252,000 ($200,000 to $210,000 net of payments from landlord) in capital additions during fiscal 2019. The fiscal 2019 additions are expected to include approximately $196,000 to $206,000 ($154,000 to $164,000 net of payments from landlords) for new store construction and operating improvement initiatives, $19,000 for game refreshment and $27,000 in maintenance capital. A portion of the 2019 new store spend is related to stores that will be under construction in 2019 but will not be open until 2020.
Debt and Derivatives
We maintain a $500,000 unsecured revolving credit facility. Availability under the revolving credit facility is reduced by outstanding letters of credit, which are used to support our self-insurance programs. At August 4, 2019, we had net availability for borrowings of $197,853 based on an outstanding revolver balance of $294,000 and $8,147 in standby letters of credit. We had total outstanding debt obligation of $567,750 under the existing term loan and revolving credit facility, which matures in August 2022. At August 4, 2019, the Company was in compliance with all our covenants contained in our existing credit facility, and none are expected to impact our liquidity or capital resources.
We use interest rate swaps in the management of our exposure to fluctuations in interest rates on our variable rate credit facility. Refer to Note 1 of the Unaudited Consolidated Financial Statements for further discussion.
Dividends and Share Repurchases
Our Board of Directors approved a share repurchase program, under which the Company may repurchase shares on the open market, through privately negotiated transactions, and through trading plans designed to comply with Rule
 
10b5-1
 
of the Exchange Act. The share repurchase program may be modified, suspended or discontinued at any time. As of August 4, 2019, we had approximately $269,990 remaining of a total $800,000 share repurchase authorization. The existing share repurchase program expires at the end of fiscal 2020. During the
 
twenty-six
 
weeks ended August 4, 2019, we declared and paid cash dividends of $10,837. Our Board of Directors may authorize capital allocation initiatives, including additional dividends, to return value to shareholders as allowable under our existing credit facility.
Cash Flow Summary
Operating Activities
— Net cash provided by operating activities decreased $28,221 in the
twenty-six
weeks ended August 4, 2019 compared to the
twenty-six
weeks ended August 5, 2018 driven primarily by net cash flows associated with changes in working capital.
Cash flow generated from operations provides us with a significant source of liquidity. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for products and services, employee compensation, operations and occupancy costs.
Cash provided by or used in operating activities is also subject to changes in working capital. Working capital at any specific point in time is subject to many variables, including seasonality, the timing of cash receipts and payments, and vendor payment terms.    
Investing Activities
— Cash used in investing activities primarily reflects capital expenditures.
During the
twenty-six
weeks ended August 4, 2019, the Company spent $99,483 ($78,142 net of payments from landlords) for new store construction and operating improvement initiatives, $9,763 for game refreshment and $8,629 for maintenance capital.
During the
twenty-six
weeks ended August 5, 2018, we spent $86,979 ($56,434 net of payments from landlords) for new store construction and operating improvement initiatives, $19,065 for game refreshment and $10,580 for maintenance capital.
Financing Activities
— Cash used in financing activities primarily reflected approximately $200,000 of share repurchases and approximately $11,000 of cash dividends paid, partially offset by $173,500 of net proceeds from borrowings of debt in the
twenty-six
weeks ended August 4, 2019. Cash used in financing activities primarily reflected approximately $61,000 of share repurchases and $4,500 of net repayments of debt in the
twenty-six
weeks ended August 5, 2018.
 
29
 
 
 
Contractual Obligations and Commitments
There have been no material changes outside the ordinary course of business to our contractual obligations since February 3, 2019, as reported on Form
10-K
filed with SEC on April 2, 2019.
Accounting policies and estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosures of contingent assets and liabilities. These estimates and assumptions affect amounts of assets, liabilities, revenues and expenses and the disclosure of gain and loss contingencies at the date of the consolidated financial statements. Our current estimates are subject to change if different assumptions as to the outcome of future events were made. We evaluate our estimates and judgments on an ongoing basis and we adjust our assumptions and judgments when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates we used in preparing the accompanying consolidated financial statements. A complete description of our critical accounting policies and estimates is included in our annual consolidated financial statements and the related notes in our Annual Report on Form
10-K
filed with the SEC on April 2, 2019.
Recent accounting pronouncements
Refer to Note 1 to the Unaudited Consolidated Financial Statements for information regarding new accounting pronouncements.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 
 
 
 
 
 
 
 
 
Commodity Price Risk
We are exposed to market price fluctuation in food and beverage product prices. Given the historical volatility of certain of our food product prices, including proteins, seafood, produce, dairy products, and cooking oil, these fluctuations can materially impact our food costs. While our purchasing commitments partially mitigate the risk of such fluctuations, there is no assurance that supply and demand factors such as disease or inclement weather will not cause the prices of the commodities used in our restaurant operations to fluctuate. Additionally, the cost of purchased materials may be influenced by tariffs and other trade regulations which are outside of our control. To the extent that we do not pass along cost increases to our customers, our results of operations may be adversely affected. At this time, we do not use financial instruments to hedge our commodity risk.
Interest Rate Risk
We are exposed to interest rate risk arising from changes in interest rates due to the variable rate indebtedness under our credit facility. Borrowings pursuant to our credit facility bear interest at a floating rate based on
one-month
LIBOR, plus an applicable margin. Effective February 28, 2019, the Company entered into an interest rate swap agreement with a notional amount of $350,000 to manage our exposure to interest rate movements on our variable rate credit facility. The agreement converts the floating interest rate to a fixed interest rate of approximately 2.5% plus a spread from the effective date through the term of our existing credit facility.
Inflation
The primary inflationary factors affecting our operations are food, labor costs, and energy costs. Many of our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Finally, the cost of constructing our stores is subject to inflationary increases in the costs of labor and material.
We have a substantial number of hourly employees who are paid wage rates at or based on the applicable federal, state or city minimum wage and increases in the minimum wage will increase our labor costs. Several states and local jurisdictions in which we operate have enacted legislation to increase the minimum wage and/or minimum tipped wage rates by varying amounts, with more planned increases in the future.
In general, we have been able to partially offset cost increases resulting from inflation by increasing menu prices, improving productivity, or other operating changes. We may or may not be able to offset cost increases in the future.
 
30
 
 
 
ITEM 4.
CONTROLS AND PROCEDURES
 
 
 
 
 
 
 
 
 
 
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules
13a-15
and
15d-15
promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
Effective February 4, 2019 we adopted the new guidance for lease accounting (Topic 842). As a result, changes to processes and procedures occurred that affected the Company’s internal control over financial reporting. While we believe the Company’s internal control over financial reporting for affected process and procedures is effective, we will continue to evaluate and monitor these changes and assess the effectiveness of our internal control over financial reporting as of the end of our fiscal year.
There were no changes in our internal control over financial reporting (as defined in the Exchange Act Rules
 13a-15(f)
and
15d-15(f))
that occurred during our second quarter ended August 4, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
 
 
 
 
 
 
 
 
 
 
Information regarding legal proceedings is incorporated by reference from Note 5 to our Unaudited Consolidated Financial Statements set forth in Part I of this report.
ITEM 1A.
RISK FACTORS
 
 
 
 
 
 
 
 
 
 
There have been no material changes in the risk factors previously disclosed in our Annual Report as filed on Form
10-K
on April 2, 2019.
 
31
 
 
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 
 
 
 
 
 
 
 
 
Information regarding repurchase of our common stock, in thousands, except share
amounts, during the thirteen weeks ended
August 4, 2019:
                                 
Period (1)
 
Total Number
of Shares
Repurchased
   
Average Price
Paid per Share
   
Total Number of Shares
Repurchased as Part of
Publicly Announced Plan (2)
   
Approximate Dollar Value of
Shares That May Yet Be
Repurchased Under the Plan (3)
 
May 6, 2019 – June 2, 2019
   
—  
    $
—  
     
—  
    $
406,666
 
June 3, 2019 – July 7, 2019
   
1,400,000
    $
39.93
     
1,400,000
    $
350,766
 
July 8, 2019 – August 4, 2019
   
2,000,000
    $
40.39
     
2,000,000
    $
269,990
 
 
 
 
 
 
 
 
 
 
 
(1)
Monthly information is presented by reference to our fiscal periods during the thirteen weeks ended August 4, 2019.
 
 
 
 
 
 
 
 
 
 
(2)
Our Board of Directors approved a share repurchase program, under which the Company may repurchase shares on the open market, through privately negotiated transactions, and through trading plans designed to comply with Rule
10b5-1
of the Securities Exchange Act of 1934, as amended. The share repurchase program may be modified, suspended or discontinued at any time.
 
 
 
 
 
 
 
 
 
 
(3)
Based on total share repurchase authorization in effect on August 4, 2019.
 
 
 
 
 
 
 
 
 
 
 
32
 
 
 
ITEM 6.
EXHIBITS
 
         
Exhibit
Number
   
Description
         
 
  31.1*
   
         
 
  31.2*
   
         
 
  32.1*
   
         
 
  32.2*
   
         
 
101
   
XBRL Interactive Data files.
         
 
104
   
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
 
 
* Filed herein
 

33
 
 
 
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
             
 
 
DAVE & BUSTER’S ENTERTAINMENT, INC.,
a Delaware corporation
             
Date: September 10, 2019
 
 
By:
 
/s/ Brian A. Jenkins
 
 
 
Brian A. Jenkins
 
 
 
Chief Executive Officer
             
Date: September 10, 2019
 
 
By:
 
/s/ Scott J. Bowman
 
 
 
Scott J. Bowman
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
34
EX-31.1

Exhibit 31.1

CERTIFICATION

I, Brian A. Jenkins, Chief Executive Officer of Dave & Buster’s Entertainment, Inc., certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Dave & Buster’s 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

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

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter 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: September 10, 2019      

/s/ Brian A. Jenkins

      Brian A. Jenkins
      Chief Executive Officer
EX-31.2

Exhibit 31.2

CERTIFICATION

I, Scott J. Bowman, Chief Financial Officer of Dave & Buster’s Entertainment, Inc., certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Dave & Buster’s 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

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

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter 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: September 10, 2019      

/s/ Scott J. Bowman

      Scott J. Bowman
      Chief Financial Officer
EX-32.1

Exhibit 32.1

CERTIFICATION

In connection with the Quarterly Report of Dave & Buster’s Entertainment, Inc. (the “Company”) on Form 10-Q for the period ended August 4, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian A. Jenkins, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, that:

 

  (1)

The Report fully complies with the applicable requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

 

  (2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 10, 2019

 

/s/ Brian A. Jenkins

Brian A. Jenkins
Chief Executive Officer
EX-32.2

Exhibit 32.2

CERTIFICATION

In connection with the Quarterly Report of Dave & Buster’s Entertainment, Inc. (the “Company”) on Form 10-Q for the period ended August 4, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott J. Bowman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, that:

 

  (1)

The Report fully complies with the applicable requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

 

  (2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 10, 2019

 

/s/ Scott J. Bowman

Scott J. Bowman
Chief Financial Officer