SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current
Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2006
DAVE & BUSTERS, INC.
(Exact name of registrant as specified in its charter)
Missouri |
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001-15007 |
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43-1532756 |
(State of |
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(Commission File |
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(IRS Employer |
incorporation) |
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Number) |
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Identification Number) |
2481
Manana Drive
Dallas TX 75220
(Address of principal executive offices)
Registrants telephone number, including area code: (214) 357-9588
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 of the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act
Item 2.02. Results of Operations and Financial Condition.
The information contained in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished and shall not deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
On December 6, 2006, Dave & Busters, Inc. issued a press release announcing its third quarter fiscal 2006 results. A copy of this Press Release is attached hereto as Exhibit 99.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On December 6, 2006, the Company announced that Brian A. Jenkins has been named Senior Vice President and Chief Financial Officer, effective December 11, 2006. Mr. Jenkins, 45, served in various capacities (most recently as Senior Vice President Finance) with Six Flags, Inc. from 1996 until August 2006. Mr. Jenkins fills the position previously held by Stephen M. King. Mr. King continues to serve as the Companys Chief Executive Officer.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99 Press release dated December 6, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DAVE & BUSTERS, INC. |
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Date: December 7, 2006 |
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By: |
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/s/ Jay L. Tobin |
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Jay L. Tobin |
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Senior Vice President, General Counsel |
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and Secretary |
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EXHIBIT 99
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News Release
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For further information contact: Jeff Elliott or Geralyn DeBusk Halliburton Investor Relations 972-458-8000 |
Dave & Busters, Inc. Reports
4.3 Percent Increase in Same Store Sales and
65 Percent Increase in EBITDA for the Fiscal 2006 Third Quarter
DALLASDecember 6, 2006Dave & Busters, Inc., a leading operator of upscale restaurant/entertainment complexes, today announced results for its third quarter ended October 29, 2006.
Total revenue for the third quarter increased 10.1 percent, or $10.6 million, to $116.3 million from $105.6 million in the prior years comparable quarter. Food and beverage revenue increased 11.2 percent, and amusement and other revenue increased 8.7 percent. In addition, the Company reported a 4.3 percent increase in same store sales for the third quarter, and a 12.0 percent increase in same store sales for its previously acquired Jillians stores. EBITDA increased by $4.2 million to $10.5 million for the third fiscal quarter.
Total revenues for the 39-week period increased 10.3 percent to $366.3 million from $332.2 million for the comparable period last year. Food and beverage revenue increased 11.8 percent, and amusement and other revenue increased 8.5 percent. Year to date, same store sales for the Dave and Busters concept increased by 5.3 percent, while same store sales for the previously acquired Jillians stores increased by 5.5 percent. Year to date EBITDA was flat versus 2005 at $37.1 million. Year to date results were impacted by $7.6 million in startup and merger-related costs versus $5.1 million in startup and non-recurring Jillians costs in the prior year.
We have made significant progress in our margin improvement versus prior year while maintaining the very strong sales momentum we established in the first half of the year, stated Steve King, the Companys Chief Executive Officer. Excluding the one time costs associated with the merger and change in control contracts, we are on target to meet our projections for the year.
Non-GAAP Financial Measures
A reconciliation of
EBITDA to net income, the most directly comparable financial measure presented
in accordance with GAAP, is set forth in the attachment to this release.
The Company will hold a conference call to discuss third quarter results on Thursday, December 7, 2006, at 9:00 AM eastern time. To participate in the conference call, please dial 877-598-7022 a few minutes prior to the start time and reference code # 3585696. An archived replay of the teleconference will be available approximately two hours following the call and will be posted on the Companys website. To access the replay call 800-642-1687 and reference the same confirmation code as listed above.
1
Celebrating over 24 years of operations, Dave & Busters was founded in 1982 and is one of the countrys leading upscale restaurant/entertainment concepts with 48 locations throughout the United States and in Canada. More information on the Company is available on the Companys website, www.daveandbusters.com.
Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995
Certain information contained in this press release includes forward-looking statements.
Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, projections, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. These statements may be identified, without limitations, by the use of forward-looking terminology such as may, will, anticipates, expects, projects, believes, intends, should, or comparable terms or the negative thereof. All forward-looking statements included in this press release are based on information available to us on the date hereof. Such statements speak only as of the date hereof. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the following: our ability to open new high-volume restaurant/entertainment complexes; our ability to raise and access sufficient capital in the future; changes in consumer preferences, general economic conditions or consumer discretionary spending; the outbreak or continuation of war or other hostilities involving the United States; potential fluctuation in our quarterly operating results due to seasonality and other factors; the continued service of key management personnel; our ability to attract, motivate and retain qualified personnel; the impact of federal, state or local government regulations relating to our personnel or the sale of food or alcoholic beverages; the impact of litigation; the effect of competition in our industry; additional costs associated with compliance with the Sarbanes-Oxley Act and related regulations and requirements; and other risk factors described from time to time in our reports filed with the SEC.
2
DAVE & BUSTERS, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
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October 29, 2006 |
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January 29, 2006 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
1,037 |
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$ |
7,582 |
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Other current assets |
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26,494 |
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19,648 |
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Total current assets |
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27,531 |
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27,230 |
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Property and equipment, net |
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318,677 |
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374,616 |
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Assets held-for-sale, net |
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28,460 |
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Intangible and other assets, net |
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157,276 |
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21,216 |
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Total assets |
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$ |
531,944 |
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$ |
423,062 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Total current liabilities |
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$ |
55,637 |
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$ |
64,436 |
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Other long-term liabilities |
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90,612 |
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82,856 |
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Long-term debt, less current liabilities |
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288,625 |
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70,550 |
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Stockholders equity |
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97,070 |
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205,220 |
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Total liabilities and stockholders equity |
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$ |
531,944 |
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$ |
423,062 |
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3
DAVE
& BUSTERS, INC.
Consolidated Statements of Operations
(dollars in thousands)
(unaudited)
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13 Weeks Ended |
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13 Weeks Ended |
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Food and beverage revenues |
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$ |
64,727 |
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55.7 |
% |
$ |
58,212 |
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55.1 |
% |
Amusement and other revenues |
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51,543 |
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44.3 |
% |
47,433 |
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44.9 |
% |
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Total revenues |
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116,270 |
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100.0 |
% |
105,645 |
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100.0 |
% |
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Cost of products |
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23,997 |
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20.6 |
% |
22,334 |
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21.1 |
% |
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Store operating expenses |
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73,207 |
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63.0 |
% |
67,644 |
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64.0 |
% |
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General and administrative expenses |
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7,739 |
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6.7 |
% |
7,819 |
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7.4 |
% |
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Depreciation and amortization |
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11,972 |
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10.3 |
% |
9,934 |
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9.4 |
% |
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Startup costs |
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814 |
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0.7 |
% |
1,495 |
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1.4 |
% |
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Total operating expenses |
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117,729 |
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101.3 |
% |
109,226 |
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103.3 |
% |
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Operating income (loss) |
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(1,459 |
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(1.3 |
)% |
(3,581 |
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(3.3 |
)% |
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Interest expense, net |
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7,200 |
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6.2 |
% |
1,458 |
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1.4 |
% |
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Income (loss) before provision for income taxes |
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(8,659 |
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(7.5 |
)% |
(5,039 |
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(4.7 |
)% |
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Provision (benefit) for income taxes |
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(3,442 |
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(3.0 |
)% |
(1,839 |
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(1.7 |
)% |
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Net income (loss) |
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$ |
(5,217 |
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(4.5 |
)% |
$ |
(3,200 |
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(3.0 |
)% |
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Other information: |
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Company operated stores open at end of period |
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47 |
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45 |
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EBITDA, which is earnings before interest, taxes, depreciation and amortization, is used by management, bankers and investors to evaluate a companys ability to repay debt and for compliance of certain debt covenants.
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Total Net Income (loss) |
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$ |
(5,217 |
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$ |
(3,200 |
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Add back: Provision (benefit) for income taxes |
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(3,442 |
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(1,839 |
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Interest expense, net |
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7,200 |
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1,458 |
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Depreciation and amortization |
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11,972 |
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9,934 |
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EBITDA |
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$ |
10,513 |
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$ |
6,353 |
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4
DAVE
& BUSTERS, INC.
Consolidated Statements of Operations
(dollars in thousands,)
(unaudited)
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39 Weeks Ended |
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39 Weeks Ended |
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Food and beverage revenues |
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$ |
201,166 |
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54.9 |
% |
$ |
179,982 |
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54.2 |
% |
Amusement and other revenues |
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165,098 |
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45.1 |
% |
152,227 |
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45.8 |
% |
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Total revenues |
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366,264 |
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100.0 |
% |
332,209 |
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100.0 |
% |
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Cost of products |
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75,132 |
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20.5 |
% |
67,489 |
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20.3 |
% |
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Store operating expenses |
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224,646 |
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61.3 |
% |
202,576 |
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61.0 |
% |
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General and administrative expenses |
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25,450 |
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6.9 |
% |
22,715 |
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6.8 |
% |
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Depreciation and amortization |
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34,495 |
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9.4 |
% |
31,992 |
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9.6 |
% |
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Startup costs |
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3,921 |
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1.1 |
% |
2,377 |
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0.7 |
% |
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Total operating expenses |
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363,644 |
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99.2 |
% |
327,149 |
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98.4 |
% |
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Operating income (loss) |
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2,620 |
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0.8 |
% |
5,060 |
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1.6 |
% |
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Interest expense, net |
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19,618 |
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5.4 |
% |
4,892 |
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1.5 |
% |
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Income (loss) before provision for income taxes |
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(16,998 |
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(4.6 |
)% |
168 |
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0.1 |
% |
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Provision (benefit) for income taxes |
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(6,366 |
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(1.7 |
)% |
62 |
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0.0 |
% |
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Net income (loss) |
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$ |
(10,632 |
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(2.9 |
)% |
$ |
106 |
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0.1 |
% |
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Other information: |
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Company operated stores open at end of period |
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47 |
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45 |
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EBITDA, which is earnings before interest, taxes, depreciation and amortization, is used by management, bankers and investors to evaluate a companys ability to repay debt and for compliance of certain debt covenants.
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Total Net Income (loss) |
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$ |
(10,632 |
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$ |
106 |
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Add back: Provision (benefit) for income taxes |
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(6,366 |
) |
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62 |
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Interest expense, net |
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19,618 |
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4,892 |
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Depreciation and amortization |
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34,495 |
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31,992 |
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EBITDA |
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$ |
37,115 |
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$ |
37,052 |
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5
DAVE
& BUSTERS, INC.
Consolidates Statements of Cash Flow
(dollars in thousands)
(unaudited)
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39 Weeks Ended |
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39 Weeks Ended |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
(10,632 |
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$ |
106 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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34,495 |
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31,992 |
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Changes in operating assets and liabilities |
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(1,347 |
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(524 |
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Other, net |
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(2,826 |
) |
1,468 |
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Net cash provided by operating activities |
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19,690 |
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33,042 |
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Capital expenditures |
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(35,327 |
) |
(41,870 |
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Purchase of Predecessor common stock and other |
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(326,119 |
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(960 |
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Net cash used in investing activities |
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(361,446 |
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(42,830 |
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Net cash provided by (used in) financing activities |
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335,211 |
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4,024 |
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Increase (decrease) in cash and cash equivalents |
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(6,545 |
) |
(5,764 |
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Beginning cash and cash equivalents |
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7,582 |
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7,624 |
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Ending cash and cash equivalents |
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$ |
1,037 |
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$ |
1,860 |
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6