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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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

 

Date of Report (Date of earliest event reported): June 10, 2021

 

DAVE & BUSTER’S ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-35664   35-2382255

(State of

incorporation)

 

(Commission File
Number)

 

(IRS Employer

Identification Number)

  

2481 Manana Drive

Dallas TX 75220

(Address of principal executive offices)

  

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

 

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

 

¨

Written communications pursuant to Rule 425 under the Securities Act

¨

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

¨

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

¨

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

 

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 check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

 

 

 

 

Section 2 – Financial Information

 

Item 2.02.Results of Operations and Financial Condition.

 

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

 

On June 10, 2021, Dave & Buster’s Entertainment, Inc. (the “Company”) issued a press release announcing results its first quarter 2021 results. A copy of this Press Release is attached hereto as Exhibit 99.1.

 

Item 9.01.Financial Statements and Exhibits

 

(d)Exhibits.

 

99.1  Press release dated June 10, 2021.

 

 

SIGNATURES

 

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

 

 

  DAVE & BUSTER’S ENTERTAINMENT, INC.
   
   
Date: June 10, 2021 By: /s/ Robert W. Edmund
    Robert W. Edmund
    General Counsel, Secretary and
    Senior Vice President of Human Resources

 

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  Exhibit 99.1

 

Dave & Buster’s Reports Strong First Quarter 2021 Financial Results

 

DALLAS, June 10, 2021 (GLOBE NEWSWIRE) – Dave & Buster's Entertainment, Inc., (NASDAQ:PLAY), ("Dave & Buster's" or "the Company"), an owner and operator of entertainment and dining venues, today announced financial results for its first quarter of fiscal year 2021, which ended on May 2, 2021.

 

The Company began the first quarter with 107 open stores, or approximately 76 percent of its total store base. As of May 2, the Company had 138 open stores, including its New York and California stores which reopened in March and April. The Company also opened one new store during the quarter, bringing its total store count to 141. Most stores open during the quarter operated under reduced hours and capacity limitations for at least a portion of the period, as dictated by each jurisdiction. Comparable results for the first quarter of 2020 were severely impacted by the closure of all stores as of March 20, 2020 as an initial response to the COVID-19 pandemic.

 

Key First Quarter 2021 Highlights

§Revenues totaled $265.3 million compared with $159.8 million in the first quarter of 2020 and $363.6 million in the first quarter of 2019
§Overall comparable store sales declined 35% compared with the same period in 2019
§

Comparable store sales at fully operational stores declined 17% compared with the same period in 2019

§Net income totaled $19.6 million, or $0.40 per diluted share, compared with net loss of $43.5 million, or $1.37 per share in the first quarter of 2020 and net income of $42.4 million, or $1.13 per diluted share in the first quarter of 2019
§EBITDA totaled $72.1 million, or 27.2% of revenues, compared with EBITDA loss of $26.1 million in the first quarter of 2020 and EBITDA of $88.9 million, or 24.4% of revenues, in the first quarter of 2019
§Store-level operating income before depreciation and amortization was positive in 119 stores during the quarter and in 127 stores for the final month ended May 2, 2021
§Generated $77 million in operating cash flow and used $60 million to completely pay down revolving credit facility
§Ended the quarter with $20 million in cash and approximately $340 million of liquidity available under the Company’s revolving credit facility, net of a $150 million minimum liquidity covenant and $10 million in letters of credit

 

Brian Jenkins, Dave & Buster’s Chief Executive Officer, said, “The strength and resilience of the Dave & Buster’s brand has never been more evident. We saw a significant improvement in demand across our store base in the first quarter, including at our recently re-opened New York and California stores. We generated $265 million in total sales, surpassing the top end of our expected range for the quarter, and established a new high-water mark in our post-Covid sales recovery. This strong sales rebound, coupled with our lean operating model, drove outstanding profit flow-through during the quarter, and generated $72 million in EBITDA, only 19% below the first quarter of 2019.”

 

Mr. Jenkins concluded, “Our brand is back, we have a solid financial foundation, and we are ready to move full speed ahead into summer. We are encouraged by our momentum and are thankful for the hard work and commitment of all of our team members.”

  

First Quarter 2021 Results

 

Total revenues of $265.3 million increased 66.0% from $159.8 million in the first quarter of 2020 and declined 27% from $363.6 million in the first quarter of 2019. Comparable store sales decreased 35% compared with the first quarter of 2019. By month, first quarter 2021 comparable store sales compared with first quarter 2019 declined 59% in February, 31% percent in March and 12% in April. (The company has chosen to continue reporting comparable store sales versus 2019 in order to provide a more meaningful comparison.) Non-comparable store revenue totaled $57.0 million compared with $24.2 million in the first quarter of 2020.

 

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Operating income totaled $37.0 million, or 14.0% of revenues, compared with operating loss of $61.4 million, or (38.4)% of revenues in the first quarter of 2020 and operating income $57.7 million, or 15.9% of revenues in the first quarter of 2019.

 

Net income totaled $19.6 million, or $0.40 per diluted share, compared with net loss of $43.5 million, or $1.37 per share in the first quarter of 2020 and net income of $42.2 million, or $1.13 per diluted share in the first quarter of 2019.

 

EBITDA totaled $72.1 million, or 27.2% of revenues, compared with EBITDA loss of $26.1 million, or (16.3)% of revenues in the first quarter of 2020 and $88.9 million, or 24.4% of revenues in the first quarter of 2019.

 

Adjusted EBITDA totaled $76.7 million, or 28.9% of revenues, compared with adjusted EBITDA loss of $10.8 million, or (6.7)% or revenues in the first quarter of 2020 and adjusted EBITDA of $98.2 million, or 27.0% of revenues in the first quarter of 2019.

 

Store operating income before depreciation and amortization totaled $90.8 million, or 34.2% of revenues, compared with store operating loss before depreciation and amortization of $7.7 million, or (4.8)% of revenues in the first quarter of 2020 and $112.7 million, or 31.0% of revenues in the first quarter of 2019.

 

Balance Sheet, Liquidity and Cash Flow

 

The Company generated approximately $77 million in operating cash flow during the first quarter and used approximately $60 million to completely pay down its revolving credit facility. The Company ended the quarter with $20 million in cash and approximately $340 million of availability under its revolving credit facility, net of a $150 million minimum liquidity covenant and $10 million in letters of credit.

 

Total long-term debt stood at $550 million consisting of senior secured notes maturing in 2025.

 

Second Quarter 2021 Business Update and Outlook

 

The Company’s business recovery momentum has continued through the first five weeks of the second quarter, during which comparable store sales declined 4% compared with 2019. The Company’s two Canadian stores have yet to reopen.

 

Based on current trends, historical seasonal patterns, and barring any renewed operating restrictions or store reclosures, the Company currently expects the following:

·Second quarter revenues in the range of $335 million to $350 million, comparable to second quarter 2019 revenues of $345 million;
·Second quarter EBITDA margin to contract compared with the first quarter due to higher commodity costs, higher labor and seasonal marketing costs, and a slightly lower mix of Amusement sales;
·Second quarter EBITDA dollars to be in line with second quarter 2019 levels;
·A total of four new store openings during fiscal year 2021 and the relocation of one existing location; and
·Capital additions of approximately $65 to $70 million in fiscal 2021, with approximately 49% dedicated to new stores and other operating initiatives, 19% for games, and 32% for maintenance needs.

 

Quarterly Report on Form 10-Q Available

 

The Company’s Quarterly Report on Form 10-Q, will be available at www.sec.gov and at the Company’s investor relations website, contains a thorough review of its financial results for the first quarter ended May 2, 2021.

 

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Investor Conference Call and Webcast

 

Management will hold a conference call today at 4:00 p.m. Central Time (5:00 p.m. Eastern Time). The conference call can be accessed over the phone by dialing (720) 543-0214 or toll-free (888) 204-4368. A replay will be available after the call for one year beginning at 7:00 p.m. Central Time (8:00 p.m. Eastern Time) and can be accessed by dialing (412) 317-6671 or toll-free (844) 512-2921; the passcode is 1782588.

 

Additionally, a live and archived webcast of the conference call will be available under the Investor Relations section at www.daveandbusters.com.

 

About Dave & Buster’s Entertainment, Inc.

 

Founded in 1982 and headquartered in Dallas, Texas, Dave & Buster's Entertainment, Inc., is the owner and operator of 141 venues in North America that combine entertainment and dining and offer customers the opportunity to "Eat Drink Play and Watch," all in one location. Dave & Buster's offers a full menu of entrées and appetizers, a complete selection of alcoholic and non-alcoholic beverages, and an extensive assortment of entertainment attractions centered around playing games and watching live sports and other televised events. Dave & Buster's currently has stores in 40 states, Puerto Rico, and Canada.

 

Forward-Looking Statements

 

The Company cautions that this release contains forward-looking statements, including, without limitation, statements relating to the impact on our business and operations of the global spread of the novel coronavirus outbreak. These forward-looking statements involve risks and uncertainties and, consequently, could be affected by the uncertain and unprecedented impact of the coronavirus on our business and operations and the related impact on our liquidity needs; our ability to continue as a going concern; our ability to obtain waivers, and thereafter continue to satisfy covenant requirements, under our revolving credit facility; our ability to access other funding sources; the duration of government-mandated and voluntary shutdowns and restrictions; the speed with which our stores safely can be reopened and the level of customer demand following reopening; the economic impact of the coronavirus and related disruptions on the communities we serve; our overall level of indebtedness; general business and economic conditions, including as a result of the coronavirus; the impact of competition; the seasonality of the Company's business; adverse weather conditions; future commodity prices; guest and employee complaints and litigation; fuel and utility costs; labor costs and availability; changes in consumer and corporate spending, including as a result of the coronavirus; changes in demographic trends; changes in governmental regulations; unfavorable publicity, our ability to open new stores, and acts of God. Accordingly, actual results may differ materially from the forward-looking statements, and the Company therefore cautions you against relying on such forward-looking statements. Dave & Buster's intends these forward-looking statements to speak only as of the time of this release and does not undertake to update or revise them as more appropriate information becomes available, except as required by law.

 

*Non-GAAP Measures

 

To supplement its consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses the following non-GAAP financial measures: EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, Store operating income before depreciation and amortization, and store operating income before depreciation and amortization margin (collectively the "non-GAAP financial measures"). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about operating results, enhance the overall understanding of our operating performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures used by the Company in this press release may be different from the measures used by other companies.

 

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DAVE & BUSTER'S ENTERTAINMENT, INC.

Condensed Consolidated Balance Sheets

(in thousands)

 

ASSETS  May 2, 2021   January 31, 2021 
   (unaudited)   (audited) 
Current assets:          
           
Cash and cash equivalents  $20,154   $11,891 
Other current assets   91,289    106,980 
           
Total current assets   111,443    118,871 
           
Property and equipment, net   792,296    815,027 
           
Operating lease right of use assets   1,029,315    1,037,569 
           
Intangible and other assets, net   384,921    381,357 
           
Total assets  $2,317,975   $2,352,824 
           
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
Total current liabilities  $279,220   $271,636 
           
Operating lease liabilities   1,258,169    1,267,791 
           
Other long-term liabilities   64,842    63,777 
           
Long-term debt, net   537,102    596,388 
           
Stockholders' equity   178,642    153,232 
           
Total liabilities and stockholders' equity  $2,317,975   $2,352,824 

 

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DAVE & BUSTER'S ENTERTAINMENT, INC.

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share amounts)

 

   13 Weeks Ended   13 Weeks Ended   13 Weeks Ended 
   May 2, 2021   May 3, 2020   May 5, 2019 
Food and beverage revenues  $85,758    32.3%  $63,920    40.0%  $148,221    40.8%
Amusement and other revenues   179,582    67.7%   95,886    60.0%   215,361    59.2%
Total revenues   265,340    100.0%   159,806    100.0%   363,582    100.0%
                               
Cost of food and beverage (as a percentage of food and beverage revenues)   23,157    27.0%   17,344    27.1%   38,754    26.1%
Cost of amusement and other (as a percentage of amusement and other revenues)   16,614    9.3%   10,728    11.2%   22,971    10.7%
Total cost of products   39,771    15.0%   28,072    17.6%   61,725    17.0%
Operating payroll and benefits   50,279    18.9%   43,737    27.4%   82,873    22.8%
Other store operating expenses   84,445    31.9%   95,672    59.8%   106,245    29.2%
General and administrative expenses   17,091    6.4%   14,563    9.1%   16,846    4.6%
Depreciation and amortization expense   35,099    13.2%   35,352    22.1%   31,141    8.6%
Pre-opening costs   1,659    0.6%   3,823    2.4%   7,002    1.9%
Total operating costs   228,344    86.0%   221,219    138.4%   305,832    84.1%
                               
Operating income (loss)   36,996    14.0%   (61,413)   -38.4%   57,750    15.9%
                               
Interest expense, net   14,820    5.6%   6,115    3.9%   4,056    1.1%
                               
Income (loss) before provision (benefit) for income taxes   22,176    8.4%   (67,528)   -42.3%   53,694    14.8%
Provision (benefit) for income taxes   2,541    1.0%   (23,984)   -15.1%   11,251    3.1%
Net income (loss)    $19,635    7.4%  $(43,544)   -27.2%  $42,443    11.7%
                               
Net income (loss) per share:                              
Basic  $0.41        $(1.37)       $1.15      
Diluted  $0.40        $(1.37)       $1.13      
Weighted average shares used in per share calculations:                              
Basic shares   47,695,705         31,829,985         36,827,665      
Diluted shares   49,331,092         31,829,985         37,591,944      
                               
                               
Other information:                              
Company-owned stores at end of period   141         137         127      
Store operating weeks in the period   1,633         833         1,616      

 

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The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods shown:

 

   13 Weeks Ended   13 Weeks Ended   13 Weeks Ended 
   May 2, 2021   May 3, 2020   May 5, 2019 
Net income (loss)  $19,635    7.4%  $(43,544)   -27.2%  $42,443    11.7%
Add back:  Interest expense, net   14,820         6,115         4,056      
Provision (benefit) for income taxes   2,541         (23,984)        11,251      
Depreciation and amortization expense   35,099         35,352         31,141      
EBITDA   72,095    27.2%   (26,061)   -16.3%   88,891    24.4%
Add back:  Loss on asset disposal   145         153         420      
Impairment of long-lived assets and lease termination costs   -         11,549         -      
Share-based compensation   2,971         (389)        1,825      
Pre-opening costs   1,659         3,823         7,002      
Other costs   (165)        147         46      
Adjusted EBITDA  $76,705    28.9%  $(10,778)   -6.7%  $98,184    27.0%

  

 

The following table sets forth a reconciliation of operating income to store operating income before depreciation and amortization for the periods shown:

 

 

   13 Weeks Ended   13 Weeks Ended   13 Weeks Ended 
   May 2, 2021   May 3, 2020   May 5, 2019 
Operating income (loss)  $36,996    13.9%  $(61,413)   -38.4%  $57,750    15.9%
Add back:  General and administrative expenses   17,091         14,563         16,846      
Depreciation and amortization expense   35,099         35,352         31,141      
Pre-opening costs   1,659         3,823         7,002      
Store operating income (loss) before depreciation and amortization  $90,845    34.2%  $(7,675)   -4.8%  $112,739    31.0%

 

 

For Investor Relations Inquiries:

 

Scott Bowman, CFO

Dave & Buster’s Entertainment, Inc.

972.813.1151

scott.bowman@daveandbusters.com

 

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