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 17, 2013
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 of the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act |
| ¨ | 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 17, 2013, Dave & Buster’s, Inc. issued a press release announcing its third quarter 2013 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 December 17, 2013. |
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: December 18, 2013 | By: | /s/ Jay L. Tobin |
| Jay L. Tobin | ||
| Senior Vice President, General Counsel | ||
| and Secretary | ||
 |
EXHIBIT 99 |
| News Release | |
| For further information contact: | |
| Fitzhugh Taylor / Raphael Gross of ICR | |
| 203-682-8261 / 203-682-8253 |
Dave & Buster’s, Inc. Announces Third Quarter 2013 Financial Results
- Adjusted EBITDA Increases 10% to $19.8 million -
DALLAS, TX—(BUSINESS WIRE)—December 17, 2013—Dave & Buster's, Inc., a leading operator of high volume entertainment/dining complexes, today announced financial results for its third quarter of 2013, which ended on November 3, 2013.
Highlights from the third quarter 2013 compared to the third quarter 2012 include:
| § | Total revenues increased 8.6% to $142.3 million from $131.1 million. |
| § | Comparable store sales, adjusted to reflect the one-week calendar shift, increased 2.4%. |
| § | Adjusted EBITDA* increased 10% to $19.8 million from $18.0 million. As a percentage of total revenues, Adjusted EBITDA increased approximately 20 basis points to 13.9%. |
* A reconciliation of EBITDA 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.
“We achieved another record-setting quarter despite a calendar shift negatively impacting total revenues by $3.4 million and Adjusted EBITDA by $2.1 million. Our investment in national cable television to promote ourselves as the premier destination for great food, beverages, and gaming, as well as for the social experience that comes with watching live sports, proved successful in generating strong comparable store sales that continued to outpace the competitive industry benchmark. Our marketing efforts were further enhanced by improved sports viewing areas as well as other ambiance enhancements at many locations that are resonating with guests,” said Steve King, Chief Executive Officer of Dave & Buster’s, Inc.
King continued, “The 2012 and 2013 store classes have collectively proven to be effective contributors to our revenues and Adjusted EBITDA and are generating exceptional returns. Our most recent openings have gotten off to strong starts, and in doing so, demonstrate the underlying market demand for a differentiated entertainment and dining experience. We have now opened a total of five stores this year and we are guiding to between seven and eight new stores for 2014. The potential for the Dave and Buster’s brand is underpenetrated relative to our current footprint and we are addressing our development opportunity in an aggressive, yet disciplined manner.”
Review of Third Quarter 2013 Operating Results
Total revenues increased 8.6% to $142.3 million in the third quarter of 2013 compared to $131.1 million in the third quarter of 2012. Across all stores, Food and Beverage revenues increased 9.6% and Amusements and Other revenues increased 7.6%. Due to the 53rd week in fiscal 2012, there is a one-week calendar shift in the comparison of the fiscal third quarter of 2013 to the fiscal third quarter of 2012. The Company estimates that this calendar shift, which resulted in one more low-volume “fall week” during the third quarter of 2013, negatively impacted total revenues by $3.4 million.
Comparable store sales, adjusted to reflect the one-week calendar shift, increased 2.4%. The growth was driven by a 2.1% increase in comparable walk-in sales and a 4.6% increase in comparable special events business sales. Non-comparable store revenues increased $12.3 million to $21.8 million during the third quarter of 2013.
Adjusted EBITDA increased 10% to $19.8 million in the third quarter of 2013 from $18.0 million in last year’s third quarter. As a percentage of total revenues, Adjusted EBITDA increased approximately 20 basis points to 13.9%. Adjusting for the one-week calendar shift in the quarter, Adjusted EBITDA is estimated to have increased by 24.4%.
Development
The Company expects to add a total of five new stores in 2013 of which three were open as of the end of the third quarter. During the third quarter, two stores opened in Syracuse and Albany, New York, respectively. Subsequent to the end of the third quarter, the Company opened stores in Cary, North Carolina and in Livonia, Michigan.
Total capital expenditures for 2013 are now estimated at between $105 million and $110 million and include development costs for 2013 and 2014 store openings, seven interior remodeling projects and several exterior remodeling projects that have already been completed, along with new games and maintenance capital.
For 2014, the Company is providing preliminary development guidance of seven to eight new stores.
Conference Call
Management will hold a conference call to discuss these results today at 10:00 a.m. Central Time (11:00 a.m. Eastern Time). The conference call can be accessed over the phone by dialing 1-877-874-1563 or for international callers by dialing 1-719-325-4762. A replay will be available after the call for one year beginning at 1:00 p.m. Central Time (2:00 p.m. Eastern Time) and can be accessed by dialing 1-877-870-5176 or for international callers by dialing 1-858-384-5517; the passcode is 2070699.
Additionally, a live and archived webcast of the conference call will be available at www.daveandbusters.com under the Investor Relations section.
About Dave & Buster’s, Inc.
Founded in 1982 and headquartered in Dallas, Texas, Dave & Buster’s is the premier national owner and operator of 66 high-volume venues that offer interactive entertainment options for adults and families, such as skill/sports-oriented redemption games and technologically advanced video and simulation games, combined with a full menu of high quality food and beverages. Dave & Buster’s currently has stores in 26 states and Canada. For additional information on Dave & Buster’s, please visit 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, changes in governmental regulations, unfavorable publicity, our ability to open new stores, and acts of God.
DAVE & BUSTER'S INC.
Condensed Consolidated Balance Sheets
(in thousands)
| November 3, 2013 | February 3, 2013 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 45,368 | $ | 36,117 | ||||
| Other current assets | 47,892 | 55,701 | ||||||
| Total current assets | $ | 93,260 | $ | 91,818 | ||||
| Property and equipment, net | 368,507 | 337,239 | ||||||
| Intangible and other assets, net | 373,740 | 375,496 | ||||||
| Total assets | $ | 835,507 | $ | 804,553 | ||||
| LIABILITIES AND STOCKHOLDER'S EQUITY | ||||||||
| Total current liabilities | $ | 117,662 | $ | 92,883 | ||||
| Other long-term liabilities | 107,826 | 107,115 | ||||||
| Long-term debt, less current liabilities, net unamortized discount | 342,638 | 343,579 | ||||||
| Stockholder's equity | 267,381 | 260,976 | ||||||
| Total liabilities and stockholder's equity | $ | 835,507 | $ | 804,553 | ||||
DAVE & BUSTER'S, INC.
Condensed Statements of Operations
(in thousands)
(unaudited)
| 13 Weeks Ended | 13 Weeks Ended | |||||||||||||||
| November 3, 2013 | October 28, 2012 | |||||||||||||||
| Food and beverage revenues | $ | 69,236 | 48.6 | % | $ | 63,159 | 48.2 | % | ||||||||
| Amusement and other revenues | 73,094 | 51.4 | % | 67,907 | 51.8 | % | ||||||||||
| Total revenues | 142,330 | 100.0 | % | 131,066 | 100.0 | % | ||||||||||
| Cost of products | 28,707 | 20.2 | % | 26,221 | 20.0 | % | ||||||||||
| Store operating expenses | 87,516 | 61.5 | % | 78,330 | 59.7 | % | ||||||||||
| General and administrative expenses | 8,983 | 6.3 | % | 12,242 | 9.3 | % | ||||||||||
| Depreciation and amortization expense | 15,683 | 11.0 | % | 15,746 | 12.0 | % | ||||||||||
| Pre-opening costs | 2,333 | 1.6 | % | 1,089 | 0.8 | % | ||||||||||
| Total operating costs | 143,222 | 100.6 | % | 133,628 | 101.8 | % | ||||||||||
| Operating loss | (892 | ) | -0.6 | % | (2,562 | ) | -1.8 | % | ||||||||
| Interest expense, net | 7,787 | 5.5 | % | 7,979 | 6.1 | % | ||||||||||
| Loss before benefit for income taxes | (8,679 | ) | -6.1 | % | (10,541 | ) | -7.9 | % | ||||||||
| Benefit for income taxes | (1,936 | ) | -1.4 | % | (8,920 | ) | -6.8 | % | ||||||||
| Net loss | $ | (6,743 | ) | -4.7 | % | $ | (1,621 | ) | -1.1 | % | ||||||
| Other information: | ||||||||||||||||
| Company-owned and operated stores open at end of period (1) | 64 | 60 | ||||||||||||||
The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods shown:
| 13 Weeks Ended | 13 Weeks Ended | |||||||
| November 3, 2013 | October 28, 2012 | |||||||
| Total net loss | $ | (6,743 | ) | $ | (1,621 | ) | ||
| Add back: Interest expense, net | 7,787 | 7,979 | ||||||
| Benefit for income taxes | (1,936 | ) | (8,920 | ) | ||||
| Depreciation and amortization | 15,683 | 15,746 | ||||||
| EBITDA | 14,791 | 13,184 | ||||||
| Add back: Loss on asset disposal | 1,245 | 13 | ||||||
| Share-based compensation | 286 | 362 | ||||||
| Currency transaction loss (gain) | 34 | (17 | ) | |||||
| Pre-opening costs | 2,333 | 1,089 | ||||||
| Reimbursement of affiliate expenses | 178 | 481 | ||||||
| Deferred amusement revenue and ticket redemption liability adjustments | 881 | (134 | ) | |||||
| Transaction and other costs | 26 | 2,999 | ||||||
| Adjusted EBITDA (2) | $ | 19,774 | $ | 17,977 | ||||
DAVE & BUSTER'S, INC.
Condensed Statements of Operations
(in thousands)
(unaudited)
| 39 Weeks Ended | 39 Weeks Ended | |||||||||||||||
| November 3, 2013 | October 28, 2012 | |||||||||||||||
| Food and beverage revenues | $ | 222,508 | 47.9 | % | $ | 213,734 | 48.3 | % | ||||||||
| Amusement and other revenues | 241,700 | 52.1 | % | 228,747 | 51.7 | % | ||||||||||
| Total revenues | 464,208 | 100.0 | % | 442,481 | 100.0 | % | ||||||||||
| Cost of products | 91,243 | 19.7 | % | 86,563 | 19.6 | % | ||||||||||
| Store operating expenses | 258,823 | 55.7 | % | 249,577 | 56.4 | % | ||||||||||
| General and administrative expenses | 26,905 | 5.8 | % | 30,099 | 6.8 | % | ||||||||||
| Depreciation and amortization expense | 49,333 | 10.6 | % | 45,573 | 10.3 | % | ||||||||||
| Pre-opening costs | 5,175 | 1.1 | % | 1,798 | 0.4 | % | ||||||||||
| Total operating costs | 431,479 | 92.9 | % | 413,610 | 93.5 | % | ||||||||||
| Operating income | 32,729 | 7.1 | % | 28,871 | 6.5 | % | ||||||||||
| Interest expense, net | 23,653 | 5.1 | % | 24,372 | 5.5 | % | ||||||||||
| Income before provision (benefit) for income taxes | 9,076 | 2.0 | % | 4,499 | 1.0 | % | ||||||||||
| Provision (benefit) for income taxes | 3,404 | 0.7 | % | (5,551 | ) | -1.3 | % | |||||||||
| Net income | $ | 5,672 | 1.3 | % | $ | 10,050 | 2.3 | % | ||||||||
| Other information: | ||||||||||||||||
| Company-owned and operated stores open at end of period (1) | 64 | 60 | ||||||||||||||
The following table sets forth a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods shown:
| 39 Weeks Ended | 39 Weeks Ended | |||||||
| November 3, 2013 | October 28, 2012 | |||||||
| Total net income | $ | 5,672 | $ | 10,050 | ||||
| Add back: Interest expense, net | 23,653 | 24,372 | ||||||
| Provision (benefit) for income taxes | 3,404 | (5,551 | ) | |||||
| Depreciation and amortization | 49,333 | 45,573 | ||||||
| EBITDA | 82,062 | 74,444 | ||||||
| Add back: Loss on asset disposal | 2,183 | 1,952 | ||||||
| Share-based compensation | 908 | 866 | ||||||
| Currency transaction loss (gain) | 184 | (13 | ) | |||||
| Pre-opening costs | 5,175 | 1,798 | ||||||
| Reimbursement of affiliate expenses | 552 | 855 | ||||||
| Deferred amusement revenue and ticket redemption liability adjustments | 3,371 | 1,282 | ||||||
| Transaction and other costs | 177 | 3,201 | ||||||
| Adjusted EBITDA (2) | $ | 94,612 | $ | 84,385 | ||||
NOTES
(1) The store count excludes one franchise location in Canada, that ceased operations on May 31, 2013. Our location in Dallas, Texas, which was permanently closed on December 17, 2012, was included in our store count for fiscal 2012.
(2) EBITDA, a non-GAAP measure, is defined as net income (loss) before income tax provision (benefit), interest expense (net) and depreciation and amortization. Adjusted EBITDA, also a non-GAAP measure, is defined as EBITDA plus (gain) loss on asset disposal, share-based compensation expense, pre-opening costs, reimbursement of affiliate expenses, and other non-cash or non-recurring charges. The company believes that EBITDA 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 secured 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 and Adjusted EBITDA as defined in this release may differ from similarly titled measures presented by other companies.