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): April 14, 2009
DAVE
& BUSTER’S, INC.
(Exact
name of registrant as specified in its charter)
|
Missouri
(State
of
incorporation)
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001-15007
(Commission
File
Number)
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43-1532756
(IRS
Employer
Identification
Number)
|
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
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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 April 14, 2009, Dave & Buster’s,
Inc. issued a press release announcing its fourth quarter and fiscal year-end
2008 results. A copy of this Press Release is attached hereto as
Exhibit 99.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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99
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Press
release dated April 14, 2009.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| DAVE & BUSTER’S, INC. | |||
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Date:
April 15, 2009
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By:
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/s/ Jay L. Tobin | |
| Jay L. Tobin | |||
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Senior
Vice President, General Counsel
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|||
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and
Secretary
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|||
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News
Release
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EXHIBIT
99
For
further information contact:
Jeff
Elliott or Geralyn DeBusk
Halliburton
Investor Relations
972-458-8000
|
Dave
& Buster’s, Inc. Reports
Fourth
Quarter and Fiscal Year 2008 Results
DALLAS—April
14, 2009—Dave & Buster's, Inc., a leading operator of high volume
entertainment/dining complexes, today announced results for its fourth quarter
and fiscal year ended February 1, 2009.
Review
of Operating Results
Total
reported revenues decreased 7.2% to $134.9 million in the fourth quarter of
2008, compared to $145.4 million in the fourth quarter of 2007. This
revenue decline was comprised primarily of a 10.2% decrease in comparable store
sales. The decline in comparable store sales was partially offset by
additional sales at our non-comparable store set which includes three new stores
that we opened in fiscal 2008. Reported Food and Beverage revenues
decreased 9.2% while revenues from Amusements and Other decreased
4.7%.
EBITDA
(Modified) for the fourth quarter of 2008 decreased to $22.3 million from $27.1
million in the fourth quarter of 2007. Adjusted EBITDA, which
excludes pre-opening costs, Wellspring expense reimbursements and non-recurring
expenses, decreased 6.6% to $25.5 million versus $27.3 million in the fourth
quarter of 2007.
Total
reported revenues for the 52 week fiscal year ended February 1, 2009 decreased
to $533.4 million from $536.3 million in fiscal year 2007. This
revenue decline was comprised primarily of a comparable stores sales decrease of
2.8%. Reported Food and Beverage revenues decreased 2.8%, while
revenues from Amusements and Other increased 2.2%.
For the
fiscal year 2008, EBITDA (Modified) of $80.1 million increased by $4.2 million
versus $75.9 million in fiscal year 2007. Adjusted EBITDA, which
excludes pre-opening costs, Wellspring expense reimbursements and non-recurring
expenses, improved 5.8% to $85.7 million in fiscal 2008 versus $81.0 million in
fiscal 2007.
"As the
macroeconomic environment deteriorated during the fourth quarter, our corporate
special events business suffered significant sales declines versus historical
fourth quarters" said Steve King, Chief Executive Officer. "As these
sales trends developed, we made changes to successfully manage our variable
costs and minimize the impact on our profitability."
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 fourth quarter and fiscal year
2008 results on Tuesday, April 14, 2009, 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 #
88846745. Additionally, a live and archived webcast of the conference
call will be available on the Company's Web site, www.daveandbusters.com.
Celebrating
over 26 years of operations, Dave & Buster's was founded in 1982 and is one
of the country's premier entertainment/dining concepts with 52 locations
throughout the United States and in Canada. The Company is proud to
announce the January 12, 2009 opening of its newest store in Tulsa ,
Oklahoma. The Tulsa location is the 52nd
Company-operated store in North America and the first store opened by the
Company utilizing its new small (approximately 17,000 square foot) prototype
format. More information on the Company is available on the Company's
website, 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
|
February 1, 2009
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February 3, 2008
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||||||
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Current
assets:
|
||||||||
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Cash and cash
equivalents
|
$ | 8,534 | $ | 19,046 | ||||
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Other current
assets
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30,619 | 31,494 | ||||||
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Total current
assets
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39,153 | 50,540 | ||||||
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Property
and equipment,
net
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296,805 | 296,974 | ||||||
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Intangible
and other assets,
net
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144,978 | 148,689 | ||||||
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Total
assets
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$ | 480,936 | $ | 496,203 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
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Total
current
liabilities
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$ | 74,349 | $ | 81,206 | ||||
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Other
long-term
liabilities
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85,314 | 81,866 | ||||||
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Long-term
debt, less current
liabilities
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229,250 | 242,375 | ||||||
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Stockholders’
equity
|
92,023 | 90,756 | ||||||
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Total liabilities and
stockholders’
equity
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$ | 480,936 | $ | 496,203 | ||||
3
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
(unaudited)
|
13
Weeks Ended
February 1, 2009
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13
Weeks Ended
February 3, 2008
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|||||||||||||||
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Food
and beverage revenues
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$ | 74,348 | 55.1 | % | $ | 81,844 | 56.3 | % | ||||||||
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Amusement
and other revenues
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60,570 | 44.9 | % | 63,580 | 43.7 | % | ||||||||||
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Total revenues
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134,918 | 100.0 | % | 145,424 | 100.0 | % | ||||||||||
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Cost
of products
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26,422 | 19.6 | % | 28,863 | 19.9 | % | ||||||||||
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Store
operating expenses
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75,800 | 56.2 | % | 81,215 | 55.8 | % | ||||||||||
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General
and administrative expenses
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9,742 | 7.2 | % | 8,775 | 6.0 | % | ||||||||||
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Depreciation
and amortization
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12,866 | 9.5 | % | 13,543 | 9.3 | % | ||||||||||
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Pre-opening
costs
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1,121 | 0.8 | % | (31 | ) | 0.0 | % | |||||||||
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Total operating
expenses
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125,951 | 93.3 | % | 132,365 | 91.0 | % | ||||||||||
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Operating income
(loss)
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8,967 | 6.7 | % | 13,059 | 9.0 | % | ||||||||||
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Interest
expense, net
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7,224 | 5.4 | % | 9,618 | 6.6 | % | ||||||||||
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Income (loss) before provision
for income taxes
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1,743 | 1.3 | % | 3,441 | 2.4 | % | ||||||||||
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Provision
(benefit) for income taxes
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382 | 0.3 | % | (515 | ) | (0.3 | )% | |||||||||
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Net income (loss)
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$ | 1,361 | 1.0 | % | $ | 3,956 | 2.7 | % | ||||||||
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Other
information:
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||||||||||||||||
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Company operated stores open at
end of period
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52 | 49 | ||||||||||||||
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The
following table sets forth a reconciliation of net loss to EBITDA
(Modified) and Adjusted EBITDA for the periods shown:
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||||||
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Total net income
(loss)
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$ | 1,361 | $ | 3,956 | ||||||||||||
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Add back:Provision (benefit)
for income taxes
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382 | (515 | ) | |||||||||||||
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Interest expense,
net
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7,224 | 9,618 | ||||||||||||||
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Depreciation and
amortization
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12,866 | 13,543 | ||||||||||||||
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Currency translation (gain)
loss
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16 | — | ||||||||||||||
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Loss on asset
disposal
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362 | 186 | ||||||||||||||
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Stock-based
compensation
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74 | 344 | ||||||||||||||
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EBITDA (Modified)
(1)
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22,285 | 27,132 | ||||||||||||||
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Add back: Pre-opening
costs
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1,121 | (31 | ) | |||||||||||||
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Wellspring expense
reimbursements:
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||||||||||||||||
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Direct expense
reimbursements
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187 | 187 | ||||||||||||||
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Third-party expense
reimbursements
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985 | — | ||||||||||||||
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Severance/Change in control
expenses
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906 | — | ||||||||||||||
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Adjusted EBITDA
(1)
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$ | 25,484 | $ | 27,288 | ||||||||||||
4
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
|
52
Weeks Ended
February 1, 2009
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52
Weeks Ended
February 3, 2008
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|||||||||||||||
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Food
and beverage
revenues
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$ | 284,779 | 53.4 | % | $ | 293,097 | 54.7 | % | ||||||||
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Amusement
and other
revenues
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248,579 | 46.6 | % | 243,175 | 45.3 | % | ||||||||||
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Total
revenues
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533,358 | 100.0 | % | 536,272 | 100.0 | % | ||||||||||
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Cost
of
products
|
104,738 | 19.6 | % | 106,745 | 19.9 | % | ||||||||||
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Store
operating
expenses
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313,687 | 58.8 | % | 316,547 | 59.0 | % | ||||||||||
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General
and administrative
expenses
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34,546 | 6.5 | % | 38,999 | 7.3 | % | ||||||||||
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Depreciation
and
amortization
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49,652 | 9.3 | % | 51,898 | 9.7 | % | ||||||||||
|
Pre-opening
costs
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2,988 | 0.6 | % | 1,002 | 0.2 | % | ||||||||||
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Total operating
expenses
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505,611 | 94.8 | % | 515,191 | 96.1 | % | ||||||||||
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Operating
income
|
27,747 | 5.2 | % | 21,081 | 3.9 | % | ||||||||||
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Interest
expense,
net
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26,177 | 4.9 | % | 31,183 | 5.8 | % | ||||||||||
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Income (loss) before provision
for income taxes
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1,570 | 0.3 | % | (10,102 | ) | (1.9 | )% | |||||||||
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Benefit
for income
taxes
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(45 | ) | (0.0 | )% | (1,261 | ) | (0.2 | )% | ||||||||
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Net income
(loss)
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$ | 1,615 | 0.3 | % | $ | (8,841 | ) | (1.7 | ) % | |||||||
|
Other
information:
|
||||||||||||||||
|
Company operated stores open at
end of period
|
52 | 49 | ||||||||||||||
|
The
following table sets forth a reconciliation of net loss to EBITDA
(Modified) and Adjusted EBITDA for the periods shown:
|
|||||
|
Total net income
(loss)
|
$ | 1,615 | $ | (8,841 | ) | |||||||||||
|
Add
back: Benefit
for income taxes
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(45 | ) | (1,261 | ) | ||||||||||||
|
Interest expense,
net
|
26,177 | 31,183 | ||||||||||||||
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Depreciation and
amortization
|
49,652 | 51,898 | ||||||||||||||
|
Currency translation (gain)
loss
|
124 | — | ||||||||||||||
|
Loss on asset
disposal
|
1,648 | 1,369 | ||||||||||||||
|
Stock-based
compensation
|
880 | 1,514 | ||||||||||||||
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EBITDA (Modified)
(1)
|
80,051 | 75,862 | ||||||||||||||
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Add back: Pre-opening
costs
|
2,988 | 1,002 | ||||||||||||||
|
Wellspring expense
reimbursements:
|
||||||||||||||||
|
Direct expense
reimbursements
|
750 | 750 | ||||||||||||||
|
Third-party expense
reimbursements
|
985 | — | ||||||||||||||
|
Severance / Change in control
expenses
|
906 | 3,337 | ||||||||||||||
|
Adjusted EBITDA
(1)
|
$ | 85,680 | $ | 80,951 |
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, currency translation (gain) loss
and stock-based compensation expense. Adjusted EBITDA, also a
non-GAAP measure, is defined as EBITDA (Modified) plus pre-opening 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.