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):
September 18, 2007
DAVE
& BUSTER’S, INC.
(Exact
name of registrant as specified in its charter)
|
Missouri
(State
of incorporation)
|
001-15007
(Commission
File Number)
|
43-1532756
(IRS
Employer Identification
Number)
|
2481
Manana Drive
Dallas
TX 75220
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (214)
357-9588
Check
the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy
the
reporting obligation of the registrant under any of the following
provisions:
|
o
|
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
September 18, 2007, Dave & Buster’s, Inc. issued a press release announcing
its second quarter fiscal 2007 results. A copy of this Press Release is attached
hereto as Exhibit 99.
| Item 9.01. |
Financial
Statements and Exhibits.
|
| (d) |
Exhibits.
|
|
99
|
Press
release dated September 18, 2007.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| DAVE & BUSTER’S, INC. | ||
| |
|
|
| Date: September 19, 2007 | By: | /s/ Jay L. Tobin |
|
Jay
L. Tobin
Senior
Vice President, General Counsel and
Secretary
|
||
2
|
EXHIBIT
99
|
||
 |
News
Release
|
For
further information contact:
Jeff
Elliott or Geralyn DeBusk
Halliburton
Investor Relations
972-458-8000
|
Dave
& Buster’s, Inc. Reports a 5.3 Percent Increase in Comparable Store Sales
and
a
31.7 Percent Increase in Adjusted EBITDA for its Fiscal 2007 Second Quarter
DALLAS—September
18, 2007—Dave & Buster's, Inc., a leading operator of upscale
restaurant/entertainment complexes, today announced results for its 2007 second
quarter ended August 5, 2007.
Total
revenues increased 6.9% to $131.7 million in the second quarter of 2007,
compared to $123.2 million in the second quarter of 2006. This revenue growth
was comprised primarily of a 5.3% increase in comparable store sales, which
now
includes the previously acquired Jillian’s stores. Total Food and Beverage
revenues increased 4.4%, while revenues from Amusements and Other increased
9.9%.
EBITDA
(Modified) for the second quarter of 2007 of $18.4 million exceeded prior year
EBITDA (Modified) of $12.0 million by 53.8%. Adjusted EBITDA, which excludes
Startup costs and other non-recurring charges, increased 31.7% to $18.9 million,
versus $14.3 million in the second quarter of fiscal 2006.
Total
revenues for the 26-week period increased 6.9% to $267.1 million from $250.0
million for the comparable period last year. This revenue growth was comprised
primarily of a 4.5% increase in comparable store sales, which now includes
the
previously acquired Jillian’s stores. Total Food and Beverage revenues increased
5.7%, while revenues from Amusements and Other increased 8.3%.
EBITDA
(Modified) for the 26-week period of $37.2 million exceeded prior year EBITDA
(Modified) of $26.6 million by 39.8%. Adjusted EBITDA, which excludes Startup
costs and other non-recurring charges, increased 27.8% to $41.3 million, versus
$32.3 million for the comparable period last year.
“We
are
thrilled with our results for the first half of the year,” stated Steve King,
the Company’s Chief Executive Officer. “Effectively communicating our unique
combination of food, drink and games continues to translate into strong sales
performance across the country. Our operating team’s focus on implementing key
initiatives helped to deliver a great sales performance and outstanding margin
improvement.”
Non-GAAP
Financial Measures
A
reconciliation of EBITDA (Modified) and Adjusted EBITDA to net income, the
most
directly comparable financial measure presented in accordance with GAAP, is
set
forth in the attachment to this release.
The
Company will hold a conference call to discuss second quarter results on
Tuesday, September 18, 2007, at 10:00 a.m. Central Time (11:00 a.m. Eastern
Time). To
participate in the conference call, please dial (866) 765-2661 a few minutes
prior to the start time and reference code # 16719072. Additionally,
a live and archived webcast of the conference call will be available on the
Company's Web site, www.daveandbusters.com.
1
Celebrating
over 24 years of operations, Dave & Buster's was founded in 1982 and is one
of the country's leading upscale restaurant/entertainment concepts in the United
States and in Canada. The Company is proud to announce the September 17, 2007
opening of its newest store, which is located in Tempe, Arizona. The Tempe
location is the 49th
Company-operated store in North America. More information on the Company is
available on the Company's Web site, www.daveandbusters.com.
The
statements contained in this release that are not historical facts are
forward-looking statements. These forward-looking statements involve risks
and
uncertainties and, consequently, could be affected by our level of indebtedness,
general business and economic conditions, the impact of competition, the
seasonality of the company’s business, adverse weather conditions, future
commodity prices, guest and employee complaints and litigation, fuel and utility
costs, labor costs and availability, changes in consumer spending, changes
in
demographic trends, unfavorable publicity, our ability to open new complexes,
acts of God, and governmental regulations.
2
DAVE
& BUSTER’S, INC.
Condensed
Consolidated Balance Sheets
(in
thousands)
|
ASSETS
|
August
5,
2007
|
February
4,
2007
|
|||||
|
(unaudited)
|
(audited)
|
||||||
|
Current
assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
17,795
|
$
|
10,372
|
|||
|
Other
current assets
|
28,594
|
28,338
|
|||||
|
Total
current assets
|
46,389
|
38,710
|
|||||
|
Property
and equipment, net
|
305,194
|
316,840
|
|||||
|
Intangible
and other assets, net
|
150,373
|
151,263
|
|||||
|
Total
assets
|
$
|
501,956
|
$
|
506,813
|
|||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
|
Total
current liabilities
|
$
|
68,909
|
$
|
70,140
|
|||
|
Other
long-term liabilities
|
83,595
|
86,593
|
|||||
|
Long-term
debt, less current liabilities
|
252,875
|
253,375
|
|||||
|
Stockholders’
equity
|
96,577
|
96,705
|
|||||
|
Total
liabilities and stockholders’ equity
|
$
|
501,956
|
$
|
506,813
|
|||
3
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
(unaudited)
|
13
Weeks Ended
August
5, 2007
(Successor)
|
13
Weeks Ended
July
30, 2006
(Successor)
|
|||||||||||||
|
Food
and beverage revenues
|
$
|
70,350
|
53.4
|
%
|
$
|
67,374
|
54.7
|
%
|
||||||
|
Amusement
and other revenues
|
61,315
|
46.6
|
%
|
55,777
|
45.3
|
%
|
||||||||
|
Total
revenues
|
131,665
|
100.0
|
%
|
123,151
|
100.0
|
%
|
||||||||
|
Cost
of products
|
26,259
|
19.9
|
%
|
25,629
|
20.8
|
%
|
||||||||
|
Store
operating expenses
|
78,719
|
59.8
|
%
|
75,038
|
60.9
|
%
|
||||||||
|
General
and administrative expenses
|
8,780
|
6.7
|
%
|
9,687
|
7.9
|
%
|
||||||||
|
Depreciation
and amortization
|
12,809
|
9.7
|
%
|
11,455
|
9.3
|
%
|
||||||||
|
Startup
costs
|
299
|
0.2
|
%
|
821
|
0.7
|
%
|
||||||||
|
Total
operating expenses
|
126,866
|
96.3
|
%
|
122,630
|
99.6
|
%
|
||||||||
|
Operating
income
|
4,799
|
3.7
|
%
|
521
|
0.4
|
%
|
||||||||
|
Interest
expense, net
|
6,347
|
4.8
|
%
|
6,525
|
5.3
|
%
|
||||||||
|
Loss
before provision for income taxes
|
(1,548
|
)
|
(1.1
|
)%
|
(6,004
|
)
|
(4.9
|
)%
|
||||||
|
Benefit
for income taxes
|
(867
|
)
|
(0.7
|
)%
|
(2,129
|
)
|
(1.7
|
)%
|
||||||
|
Net
loss
|
$
|
(681
|
)
|
(0.4
|
)%
|
$
|
(3,875
|
)
|
(3.2
|
)%
|
||||
|
Other
information:
|
||||||||||||||
|
Company
operated stores open at end of period
|
48
|
47
|
||||||||||||
|
The
following table sets forth a reconciliation of net loss to EBITDA
(Modified) and Adjusted EBIDTA for the periods shown:
|
||||||||||||||
|
Total
net loss
|
$
|
(681
|
)
|
$
|
(3,875
|
)
|
||||||||
|
Add
back: Benefit
for income taxes
|
(867
|
)
|
(2,129
|
)
|
||||||||||
|
Interest
expense, net
|
6,347
|
6,525
|
||||||||||||
|
Depreciation
and amortization
|
12,809
|
11,455
|
||||||||||||
|
Loss
(gain) on asset disposal
|
454
|
(8
|
)
|
|||||||||||
|
Stock-based
compensation
|
342
|
—
|
||||||||||||
|
EBITDA
(Modified) (1)
|
18,404
|
11,968
|
||||||||||||
|
Add
back: Startup
costs
|
299
|
821
|
||||||||||||
|
Wellspring
expense reimbursement
|
187
|
303
|
||||||||||||
|
Non-recurring
Expenses:
|
||||||||||||||
|
Transaction
costs
|
—
|
479
|
||||||||||||
|
Change
in control expense
|
—
|
770
|
||||||||||||
|
Adjusted
EBITDA (1)
|
$
|
18,890
|
$
|
14,341
|
||||||||||
4
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
(unaudited)
|
26
Weeks Ended
August
5, 2007
(Successor)
|
26
Weeks Ended
July
30, 2006
(Combined)
|
|||||||||||||
|
Food
and beverage revenues
|
$
|
144,174
|
54.0
|
%
|
$
|
136,438
|
54.6
|
%
|
||||||
|
Amusement
and other revenues
|
122,954
|
46.0
|
%
|
113,556
|
45.4
|
%
|
||||||||
|
Total
revenues
|
267,128
|
100.0
|
%
|
249,994
|
100.0
|
%
|
||||||||
|
Cost
of products
|
52,896
|
19.8
|
%
|
51,506
|
20.6
|
%
|
||||||||
|
Store
operating expenses
|
156,603
|
58.6
|
%
|
149,533
|
59.8
|
%
|
||||||||
|
General
and administrative expenses
|
21,499
|
8.0
|
%
|
19,246
|
7.7
|
%
|
||||||||
|
Depreciation
and amortization
|
25,412
|
9.5
|
%
|
22,524
|
9.0
|
%
|
||||||||
|
Startup
costs
|
357
|
0.1
|
%
|
3,107
|
1.2
|
%
|
||||||||
|
Total
operating expenses
|
256,767
|
96.0
|
%
|
245,916
|
98.3
|
%
|
||||||||
|
Operating
income
|
10,361
|
4.0
|
%
|
4,078
|
1.7
|
%
|
||||||||
|
Interest
expense, net
|
13,921
|
5.2
|
%
|
12,418
|
5.0
|
%
|
||||||||
|
Loss
before provision for income taxes
|
(3,560
|
)
|
(1.2
|
)%
|
(8,340
|
)
|
(3.3
|
)%
|
||||||
|
Benefit
for income taxes
|
(2,044
|
)
|
(0.7
|
)%
|
(2,923
|
)
|
(1.1
|
)%
|
||||||
|
Net
loss
|
$
|
(1,516
|
)
|
(0.5
|
)%
|
$
|
(5,417
|
)
|
(2.2
|
)%
|
||||
|
Other
information:
|
||||||||||||||
|
Company
operated stores open at end of period
|
48
|
47
|
||||||||||||
|
The
following table sets forth a reconciliation of net loss to EBITDA
(Modified) and Adjusted EBIDTA for the periods shown:
|
||||||||||||||
|
Total
net loss
|
$
|
(1,516
|
)
|
$
|
(5,417
|
)
|
||||||||
|
Add
back: Benefit
for income taxes
|
(2,044
|
)
|
(2,923
|
)
|
||||||||||
|
Interest
expense, net
|
13,921
|
12,418
|
||||||||||||
|
Depreciation
and amortization
|
25,412
|
22,524
|
||||||||||||
|
Loss
(gain) on asset disposal
|
638
|
(33
|
)
|
|||||||||||
|
Stock-based
compensation
|
826
|
61
|
||||||||||||
|
EBITDA
(Modified) (1)
|
37,237
|
26,630
|
||||||||||||
|
Add
back: Startup
costs
|
357
|
3,107
|
||||||||||||
|
Wellspring
expense reimbursement
|
375
|
303
|
||||||||||||
|
Non-recurring
Expenses:
|
||||||||||||||
|
Transaction
costs
|
—
|
1,034
|
||||||||||||
|
Change
in control expense
|
3,337
|
1,245
|
||||||||||||
|
Adjusted
EBITDA (1)
|
$
|
41,306
|
$
|
32,319
|
||||||||||
5
NOTE
(1)
EBITDA (Modified), a non-GAAP measure, is defined as net income (loss) before
income tax expense (benefit), interest expense (net), depreciation,
amortization, loss (gain) on asset disposal and stock-based compensation
expense. Adjusted EBITDA, also a non-GAAP measure, is defined as EBITDA
(Modified) plus startup costs, Wellspring expense reimbursement, non-cash and
non-recurring charges. The company believes that EBITDA (Modified) and Adjusted
EBITDA (collectively, “EBITDA - Based Measures”) provide useful information to
debt holders regarding the Company’s operating performance and its capacity to
incur and service debt and fund capital expenditures. The Company believes
that
the EBITDA - Based Measures are used by many investors, analysts and rating
agencies as a measure of performance. In addition, Adjusted EBITDA is
approximately equal to “Consolidated EBITDA” as defined in our Senior Credit
Facility and indentures relating to the Company’s senior notes. Neither of the
EBITDA - Based Measures is defined by GAAP and neither should be considered
in
isolation or as an alternative to other financial data prepared in accordance
with GAAP or as an indicator of the Company’s operating performance. EBITDA
(Modified) and Adjusted EBITDA as defined in this release may differ from
similarly titled measures presented by other companies.
6