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 10, 2009
DAVE
& BUSTER’S, INC.
(Exact
name of registrant as specified in its charter)
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Missouri
(State
of
incorporation)
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001-15007
(Commission
File
Number)
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43-1532756
(IRS
Employer
Identification
Number)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities
Act
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¨
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Soliciting
material pursuant to Rule 14a-12 of the Exchange
Act
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) Exchange
Act
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) Exchange
Act
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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 10, 2009, Dave &
Buster’s, Inc. issued a press release announcing its second quarter fiscal 2009
results. A copy of this Press Release is attached hereto as Exhibit
99.
Item
9.01. Financial Statements and
Exhibits.
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(d)
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Exhibits.
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99
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Press
release dated September 10, 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.
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DAVE
& BUSTER’S, INC.
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Date:
September 15, 2009
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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
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Dave
& Buster’s, Inc. Reports Financial Results for its Fiscal 2009 Second
Quarter
DALLAS—September
10, 2009—Dave & Buster's, Inc., a leading operator of high volume
entertainment/dining complexes, today announced results for its second quarter
ended August 2, 2009.
Total
revenues decreased 3.5% to $131.5 million in the second quarter of 2009,
compared to $136.2 million in the second quarter of 2008. This
revenue decline was comprised primarily of a 10.1% decrease in comparable store
sales offset by an $8.8 million increase in revenues from non-comparable
operations. Total Food and Beverage revenues decreased 7.3%, while
revenues from Amusements and Other increased 0.9%.
EBITDA
(Modified) for the second quarter of 2009 of $17.6 million was less than prior
year EBITDA (Modified) of $19.6 million by 10.2%. Adjusted EBITDA,
which excludes Pre-opening costs, expense reimbursements to affiliates and
non-recurring charges, decreased 8.3% to $19.0 million versus $20.7 million in
the second quarter of fiscal 2008.
Total
revenues for the 26-week period decreased 3.1% to $270.0 million from $278.7
million for the comparable period last year. This revenue reduction
was comprised of a 9.0% decrease in comparable store sales partially offset by a
$15.8 million increase in revenues from non-comparable
operations. Total Food and Beverage revenues decreased 6.1%, while
revenues from Amusements and Other increased 0.1%.
EBITDA
(Modified) for the 26-week period of $43.5 million was less than prior year
EBITDA (Modified) of $46.8 million by 7.0%. Adjusted EBITDA decreased
4.4% to $46.3 million, versus $48.4 million for the comparable period last
year.
“Despite
ongoing economic headwinds, we’ve continued to do an outstanding job of
delivering for our guests, while continuing to control our costs,” said Steve
King, Chief Executive Officer. “We are positioned to be cash flow
positive for the year, while building three new stores, even in this soft sales
environment”
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
Thursday, September 10, 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 #
25346279. 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 55 locations in the
United States and in Canada. 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.
DAVE
& BUSTER’S, INC.
Condensed
Consolidated Balance Sheets
(in
thousands)
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August 2, 2009
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February 1, 2009
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||||||
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(unaudited)
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(audited)
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|||||||
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ASSETS
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||||||||
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Current
assets:
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||||||||
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Cash
and cash equivalents
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$ | 20,719 | $ | 8,534 | ||||
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Other
current assets
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28,845 | 30,619 | ||||||
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Total
current assets
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49,564 | 39,153 | ||||||
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Property
and equipment, net
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293,609 | 296,805 | ||||||
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Intangible
and other assets, net
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143,736 | 144,978 | ||||||
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Total
assets
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$ | 486,909 | $ | 480,936 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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||||||||
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Total
current liabilities
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$ | 78,418 | $ | 74,349 | ||||
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Other
long-term liabilities
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84,117 | 85,314 | ||||||
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Long-term
debt, less current liabilities
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226,905 | 229,250 | ||||||
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Stockholders’
equity
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97,469 | 92,023 | ||||||
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Total
liabilities and stockholders’ equity
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$ | 486,909 | $ | 480,936 | ||||
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
(unaudited)
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13
Weeks Ended
August
2, 2009
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13
Weeks Ended
August
3, 2008
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|||||||||||||||
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Food
and beverage revenues
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$ | 66,591 | 50.6 | % | $ | 71,856 | 52.7 | % | ||||||||
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Amusement
and other revenues
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64,936 | 49.4 | % | 64,382 | 47.3 | % | ||||||||||
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Total
revenues
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131,527 | 100.0 | % | 136,238 | 100.0 | % | ||||||||||
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Cost
of products
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26,206 | 19.9 | % | 26,802 | 19.7 | % | ||||||||||
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Store
operating expenses
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79,209 | 60.3 | % | 80,980 | 59.4 | % | ||||||||||
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General
and administrative expenses
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7,672 | 5.8 | % | 8,629 | 6.3 | % | ||||||||||
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Depreciation
and amortization
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13,168 | 10.0 | % | 11,898 | 8.7 | % | ||||||||||
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Pre-opening
costs
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1,052 | 0.8 | % | 960 | 0.7 | % | ||||||||||
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Total
operating expenses
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127,307 | 96.8 | % | 129,269 | 94.8 | % | ||||||||||
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Operating
income
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4,220 | 3.2 | % | 6,969 | 5.2 | % | ||||||||||
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Interest
expense, net
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5,635 | 4.3 | % | 5,811 | 4.3 | % | ||||||||||
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Income
(loss) before provision for income taxes
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(1,415 | ) | (1.1 | )% | 1,158 | 0.9 | % | |||||||||
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Provision
(benefit) for income taxes
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(1,478 | ) | (1.1 | )% | 188 | 0.1 | % | |||||||||
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Net
income (loss)
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$ | 63 | 0.0 | % | $ | 970 | 0.8 | % | ||||||||
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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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55 | 50 | ||||||||||||||
The
following table sets forth a reconciliation of net income (loss) to EBITDA
(Modified) and Adjusted EBITDA for the periods shown:
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Total
net income (loss)
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$ | 63 | $ | 970 | ||||||||||||
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Add
back: Provision (benefit) for income taxes
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(1,478 | ) | 188 | |||||||||||||
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Interest
expense, net
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5,635 | 5,811 | ||||||||||||||
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Depreciation
and amortization
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13,168 | 11,898 | ||||||||||||||
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Loss
on asset disposal
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444 | 467 | ||||||||||||||
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Gain
on acquisition of limited partnership
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(339 | ) | - | |||||||||||||
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Share-based
compensation
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205 | 256 | ||||||||||||||
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Currency
transaction (gain)
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(111 | ) | - | |||||||||||||
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EBITDA
(Modified) (1)
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17,587 | 19,590 | ||||||||||||||
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Add
back: Pre-opening costs
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1,052 | 960 | ||||||||||||||
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Wellspring
expense reimbursement
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187 | 187 | ||||||||||||||
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Severance
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187 | - | ||||||||||||||
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Adjusted
EBITDA (1)
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$ | 19,013 | $ | 20,737 |
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
(unaudited)
|
26
Weeks Ended
August
2, 2009
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26
Weeks Ended
August
3, 2008
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|||||||||||||||
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Food
and beverage revenues
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$ | 137,591 | 51.0 | % | $ | 146,521 | 52.6 | % | ||||||||
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Amusement
and other revenues
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132,362 | 49.0 | % | 132,180 | 47.4 | % | ||||||||||
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Total
revenues
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269,953 | 100.0 | % | 278,701 | 100.0 | % | ||||||||||
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Cost
of products
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53,162 | 19.7 | % | 53,897 | 19.3 | % | ||||||||||
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Store
operating expenses
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156,344 | 57.9 | % | 161,031 | 57.8 | % | ||||||||||
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General
and administrative expenses
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15,077 | 5.6 | % | 17,111 | 6.1 | % | ||||||||||
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Depreciation
and amortization
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25,902 | 9.6 | % | 24,337 | 8.7 | % | ||||||||||
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Pre-opening
costs
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2,196 | 0.8 | % | 1,242 | 0.5 | % | ||||||||||
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Total
operating expenses
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252,681 | 93.6 | % | 257,618 | 92.4 | % | ||||||||||
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Operating
income
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17,272 | 6.4 | % | 21,083 | 7.6 | % | ||||||||||
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Interest
expense, net
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11,184 | 4.1 | % | 11,957 | 4.3 | % | ||||||||||
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Income
(loss) before provision for income taxes
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6,088 | 2.3 | % | 9,126 | 3.3 | % | ||||||||||
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Provision
(benefit) for income taxes
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857 | 0.3 | % | 3,146 | 1.1 | % | ||||||||||
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Net
income (loss)
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$ | 5,231 | 2.0 | % | $ | 5,980 | 2.2 | % | ||||||||
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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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55 | 50 | ||||||||||||||
The
following table sets forth a reconciliation of net income (loss) to EBITDA
(Modified) and Adjusted EBITDA for the periods shown:
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Total
net income (loss)
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$ | 5,231 | $ | 5,980 | ||||||||||||
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Add
back: Provision (benefit) for income taxes
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857 | 3,146 | ||||||||||||||
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Interest
expense, net
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11,184 | 11,957 | ||||||||||||||
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Depreciation
and amortization
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25,902 | 24,337 | ||||||||||||||
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Loss
on asset disposal
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618 | 849 | ||||||||||||||
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Gain
on acquisition of limited partnership
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(339 | ) | - | |||||||||||||
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Share-based
compensation
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213 | 551 | ||||||||||||||
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Currency
transaction (gain)
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(136 | ) | - | |||||||||||||
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EBITDA
(Modified) (1)
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43,530 | 46,820 | ||||||||||||||
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Add
back: Pre-opening costs
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2,196 | 1,242 | ||||||||||||||
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Wellspring
expense reimbursement
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375 | 375 | ||||||||||||||
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Severance
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218 | - | ||||||||||||||
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Adjusted
EBITDA (1)
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$ | 46,319 | $ | 48,437 |
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 on asset disposal, gain on acquisition of limited partnership
and stock-based compensation expense. Adjusted EBITDA, also a
non-GAAP measure, is defined as EBITDA (Modified) plus pre-opening, 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.