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 15, 2009
DAVE
& BUSTER’S, INC.
(Exact
name of registrant as specified in its charter)
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Missouri
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001-15007
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43-1532756
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(State
of incorporation)
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(Commission
File Number)
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(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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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 of the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) Exchange
Act
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o
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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 December 15, 2009, Dave &
Buster’s, Inc. issued a press release announcing its third quarter fiscal 2009
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 December 15, 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:
December 17, 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 and Secretary
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EXHIBIT
99
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News
Release
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For
further information contact:
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Jeff
Elliott or Geralyn DeBusk
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Halliburton
Investor Relations
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972-458-8000
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Dave
& Buster’s, Inc. Reports Financial Results for its Fiscal 2009 Third
Quarter
DALLAS—December
15, 2009—Dave & Buster's, Inc., a leading operator of high volume
entertainment/dining complexes, today announced results for its third quarter
ended November 1, 2009.
Total
revenues decreased 2.1% to $117.2 million in the third quarter of 2009, compared
to $119.7 million in the third quarter of 2008. This revenue decline
was comprised primarily of a 7.4% decrease in comparable store sales offset by a
$5.9 million increase in revenues from non-comparable
operations. Total Food and Beverage revenues decreased 5.3%, while
revenues from Amusements and Other increased 1.4%.
EBITDA
(Modified) for the third quarter of 2009 of $10.2 million was less than prior
year EBITDA (Modified) of $10.9 million by 6.9%. Adjusted EBITDA,
which excludes Pre-opening costs, expense reimbursements to affiliates and
non-recurring charges, decreased 3.6% to $11.3 million versus $11.8 million in
the third quarter of fiscal 2008.
Total
revenues for the 39-week period decreased 2.8% to $387.1 million from $398.4
million for the comparable period last year. This revenue reduction
was comprised of an 8.5% decrease in comparable store sales partially offset by
a $21.7 million increase in revenues from non-comparable
operations. Total Food and Beverage revenues decreased 5.8%, while
revenues from Amusements and Other increased 0.5%.
EBITDA
(Modified) for the 39-week period of $53.7 million was less than prior year
EBITDA (Modified) of $57.8 million by 7.0%. Adjusted EBITDA decreased
4.2% to $57.7 million, versus $60.2 million for the comparable period last
year.
“We are encouraged that the key
differentiator of the Dave & Buster's brand, our Amusements business, has
remained relatively strong during this economic downturn,” said Steve King,
Chief Executive Officer. “This gives us confidence that as the
economy recovers, we are well positioned to take advantage of renewed
discretionary spending”
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 third quarter results on Tuesday, December 15, 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 # 43366078. Additionally, a live and archived
webcast of the conference call will be available on the Company's Web site,
www.daveandbusters.com.
Celebrating over 27 years of operations,
Dave & Buster's was founded in 1982 and is one of the country's premier
entertainment/dining concepts. We operate 55 locations and franchise
one location 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 and corporate 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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ASSETS
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November 1, 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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Current
assets:
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||||||||
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Cash and cash
equivalents
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$ | 6,440 | $ | 8,534 | ||||
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Other current
assets
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28,936 | 30,619 | ||||||
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Total current
assets
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35,376 | 39,153 | ||||||
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Property
and equipment,
net
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291,878 | 296,805 | ||||||
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Intangible
and other assets,
net
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143,381 | 144,978 | ||||||
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Total
assets
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$ | 470,635 | $ | 480,936 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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Total
current
liabilities
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$ | 63,282 | $ | 74,349 | ||||
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Other
long-term
liabilities
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82,360 | 85,314 | ||||||
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Long-term
debt, less current
liabilities
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232,559 | 229,250 | ||||||
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Stockholders’
equity
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92,434 | 92,023 | ||||||
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Total liabilities and
stockholders’
equity
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$ | 470,635 | $ | 480,936 | ||||
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
(unaudited)
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13
Weeks Ended
November 1, 2009
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13
Weeks Ended
November 2, 2008
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Food
and beverage revenues
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$ | 60,549 | 51.7 | % | $ | 63,910 | 53.4 | % | ||||||||
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Amusement
and other revenues
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56,636 | 48.3 | % | 55,829 | 46.6 | % | ||||||||||
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Total revenues
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117,185 | 100.0 | % | 119,739 | 100.0 | % | ||||||||||
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Cost
of products
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23,636 | 20.2 | % | 24,419 | 20.4 | % | ||||||||||
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Store
operating expenses
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75,842 | 64.7 | % | 76,856 | 64.2 | % | ||||||||||
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General
and administrative expenses
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7,202 | 6.2 | % | 7,693 | 6.4 | % | ||||||||||
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Depreciation
and amortization
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13,932 | 11.9 | % | 12,449 | 10.4 | % | ||||||||||
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Pre-opening
costs
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983 | 0.8 | % | 625 | 0.5 | % | ||||||||||
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Total operating
expenses
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121,595 | 103.8 | % | 122,042 | 101.9 | % | ||||||||||
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Operating loss
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(4,410 | ) | (3.8 | )% | (2,303 | ) | (1.9 | )% | ||||||||
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Interest
expense, net
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5,598 | 4.8 | % | 6,996 | 5.8 | % | ||||||||||
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Loss before provision for income
taxes
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(10,008 | ) | (8.6 | )% | (9,299 | ) | (7.7 | )% | ||||||||
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Income
tax benefit
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(4,518 | ) | (3.9 | )% | (3,573 | ) | (3.0 | )% | ||||||||
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Net loss
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$ | (5,490 | ) | (4.7 | )% | $ | (5,726 | ) | (4.7 | )% | ||||||
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Other
information:
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Stores open at end of period
(1)
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56 | 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 loss
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$ | (5,490 | ) | $ | (5,726 | ) | |||||||||||
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Add
back: Income tax benefit
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(4,518 | ) | (3,573 | ) | |||||||||||||
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Interest
expense, net
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5,598 | 6,996 | |||||||||||||||
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Depreciation
and amortization
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13,932 | 12,449 | |||||||||||||||
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Loss
on asset disposal
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414 | 437 | |||||||||||||||
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Gain
on acquisition of limited partnership
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(18 | ) | - | ||||||||||||||
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Share-based
compensation
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261 | 255 | |||||||||||||||
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Currency
transaction loss
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11 | 108 | |||||||||||||||
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EBITDA
(Modified) (2)
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10,190 | 10,946 | |||||||||||||||
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Add
back: Pre-opening costs
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983 | 625 | |||||||||||||||
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Wellspring
expense reimbursement
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188 | 188 | |||||||||||||||
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Severance
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(24 | ) | - | ||||||||||||||
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Adjusted
EBITDA (2)
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$ | 11,337 | $ | 11,759 |
DAVE
& BUSTER’S, INC.
Consolidated
Statements of Operations
(dollars
in thousands)
(unaudited)
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39
Weeks Ended
November
1, 2009
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39
Weeks Ended
November
2, 2008
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Food
and beverage revenues
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$ | 198,140 | 51.2 | % | $ | 210,431 | 52.8 | % | ||||||||
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Amusement
and other revenues
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188,998 | 48.8 | % | 188,009 | 47.2 | % | ||||||||||
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Total revenues
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387,138 | 100.0 | % | 398,440 | 100.0 | % | ||||||||||
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Cost
of products
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76,797 | 19.8 | % | 78,316 | 19.7 | % | ||||||||||
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Store
operating expenses
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232,187 | 60.0 | % | 237,887 | 59.7 | % | ||||||||||
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General
and administrative expenses
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22,279 | 5.8 | % | 24,804 | 6.2 | % | ||||||||||
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Depreciation
and amortization
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39,833 | 10.3 | % | 36,786 | 9.2 | % | ||||||||||
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Pre-opening
costs
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3,181 | 0.8 | % | 1,867 | 0.5 | % | ||||||||||
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Total operating
expenses
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374,277 | 96.7 | % | 379,660 | 95.3 | % | ||||||||||
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Operating income
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12,861 | 3.3 | % | 18,780 | 4.7 | % | ||||||||||
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Interest
expense, net
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16,782 | 4.3 | % | 18,953 | 4.7 | % | ||||||||||
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Loss before provision for income
taxes
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(3,921 | ) | (1.0 | )% | (173 | ) | (0.0 | )% | ||||||||
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Income
tax benefit
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(3,661 | ) | (0.9 | )% | (427 | ) | (0.1 | )% | ||||||||
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Net income (loss)
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$ | (260 | ) | (0.1 | ) % | $ | 254 | 0.1 | % | |||||||
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Other
information:
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Stores open at end of period
(1)
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56 | 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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$ | (260 | ) | $ | 254 | ||||||||||||
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Add
back: Income tax benefit
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(3,661 | ) | (427 | ) | |||||||||||||
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Interest
expense, net
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16,782 | 18,953 | |||||||||||||||
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Depreciation
and amortization
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39,833 | 36,786 | |||||||||||||||
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Loss
on asset disposal
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1,031 | 1,286 | |||||||||||||||
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Gain
on acquisition of limited partnership
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(357 | ) | - | ||||||||||||||
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Share-based
compensation
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475 | 806 | |||||||||||||||
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Currency
transaction (gain) loss
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(124 | ) | 108 | ||||||||||||||
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EBITDA
(Modified) (2)
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53,719 | 57,766 | |||||||||||||||
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Add
back: Pre-opening costs
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3,181 | 1,867 | |||||||||||||||
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Wellspring
expense reimbursement
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563 | 563 | |||||||||||||||
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Severance
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194 | - | |||||||||||||||
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Adjusted
EBITDA (2)
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$ | 57,657 | $ | 60,196 |
NOTE
(1) The
number of stores open at November 1, 2009 includes our stores in Plymouth
Meeting, Pennsylvania; Arlington, Texas; and Tulsa, Oklahoma, which opened on
July 21, 2008, November 24, 2008 and January 12, 2009,
respectively. Also included are our stores in Richmond, Virginia,
Indianapolis, Indiana, and Columbus, Ohio, which opened on April 20, 2009, June
15, 2009, and October 12, 2009, respectively, as well as a franchise location in
Niagara Falls, Ontario, Canada, which opened on June 25, 2009.
(2)
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 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.