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Dave & Buster's, Inc. Agrees to Be Acquired by Wellspring Capital for $18.05 Cash Per Share; Dave & Buster's Announces Third Quarter Results of Operations.


DALLAS Dallas, city (1990 pop. 1,006,877), seat of Dallas co., N Tex., on the Trinity River near the junction of its three forks; inc. 1871. The second largest Texas city, after Houston, and the eighth largest U.S.  -- Dave & Buster's, Inc. (NYSE NYSE

See: New York Stock Exchange
:DAB (Digital Audio Broadcasting) The digital radio standard in most countries except for the U.S., which uses iBiquity's HD Radio, and Japan, which uses Terrestrial Integrated Services Digital Broadcasting (ISDB-T). ), a leading operator of upscale restaurant/entertainment complexes, announced today that it has entered into a definitive merger agreement with an affiliate Affiliate

Relationship between two companies when one company owns substantial interest, but less than a majority of the voting stock of another company, or when two companies are both subsidiaries of a third company. See: Subsidiaries, parent company.
 of Wellspring well·spring  
n.
1. The source of a stream or spring.

2. A source: a wellspring of ideas.


wellspring
Noun
 Capital Management LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, a private equity firm, pursuant to which an affiliate of Wellspring will acquire all of Dave & Buster's outstanding shares for $18.05 per share in cash.

The merger agreement has been unanimously approved by the Dave & Buster's board of directors. The total transaction value is approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 $375 million, including the assumption of Dave & Buster's debt. Completion of the transaction is subject to customary conditions and regulatory reg·u·late  
tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates
1. To control or direct according to rule, principle, or law.

2.
 approvals, and the approval of Dave & Buster's shareholders. The parties expect that the merger will be consummated con·sum·mate  
tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates
1.
a. To bring to completion or fruition; conclude: consummate a business transaction.

b.
 in the second quarter of 2006. Wellspring has furnished fur·nish  
tr.v. fur·nished, fur·nish·ing, fur·nish·es
1. To equip with what is needed, especially to provide furniture for.

2.
 Dave & Buster's with commitment letters for the equity and debt financing Debt Financing

When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay
 necessary for the transaction. The merger is not subject to a financing condition.

"We believe that this proposal to buy the company offers all of us as shareholders a unique opportunity to realize value at a time when the company has been challenged to perform up to expectations," said Buster Corley Corley (or Corley Ash) is a village and civil parish in the North Warwickshire district of Warwickshire, England. It is located about five miles north west of Coventry and is adjacent to Fillongley. , Chief Executive Officer of Dave & Buster's.

Dave Corriveau, President of Dave & Buster's, continued, "We have been impressed im·press 1  
tr.v. im·pressed, im·press·ing, im·press·es
1. To affect strongly, often favorably:
 with Wellspring's level of commitment and financial backing. They will contribute to the enhancement of the Dave & Buster's brand with their management expertise, innovative operating and financing strategies and access to capital."

Greg GREG Great Egg Harbor National Scenic and Recreational River (US National Park Service)  S. Feldman Feldman is a common Ashkenazi Jewish surname. Some notable people it may refer to include:
  • Andrea Feldman
  • Barbara Feldman
  • Basil Feldman
  • Corey Feldman
  • David Feldman
  • David Feldman (Academic)
  • David Feldman (philatelist)
  • Eric Drew Feldman
, Partner of Wellspring Capital, said, "Dave & Buster's has been a leader in combining high-quality food and interactive entertainment. We look forward to working with the Dave & Buster's management team to continue the expansion of the Dave & Buster's concept."

Piper Jaffray Piper Jaffray & Co. (NYSE: PJC), often shortened to just Piper Jaffray or PiperJaffray, is a U.S. middle-market investment banking firm based in Minneapolis, Minnesota and is a focused on delivering financial advice, investment products and transaction execution  & Co. is acting as exclusive financial advisor to Dave & Buster's in connection with the merger transaction and has rendered a fairness opinion Fairness Opinion

A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.

Notes:
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition.
 to the Dave & Buster's Board of Directors.

J.P. Morgan Morgan, American family of financiers and philanthropists.

Junius Spencer Morgan, 1813–90, b. West Springfield, Mass., prospered at investment banking.
 Securities Inc. is acting as exclusive financial advisor to Wellspring Capital and as sole lead arranger Lead arranger

The senior tier of arranger
 for the financing.

Third Quarter Results of Operations

Separately, Dave & Buster's announced today its results of operations for its fiscal third quarter and 39 weeks ending October October: see month.  30, 2005.

Total revenue for the third quarter increased 25.7 percent to $105.6 million from $84.0 million in the prior year's comparable quarter. Food and beverage F&B is a common abbreviation in the United States and Commonwealth countries, including Hong Kong. F&B is typically the widely accepted abbreviation for "Food and Beverage," which is the sector/industry that specializes in the conceptualization, the making of, and delivery of foods.  revenue increased 28.2 percent, and amusement Amusement is the state of experiencing humorous and usually entertaining events or situations, and is associated with enjoyment, happiness, laughter and pleasure. Amusement may also be experienced through the recollection of events which have given rise to amusement in the past.  and other revenue increased 22.7 percent. Revenue from comparable stores increased 3.2 percent for the quarter. Special event revenue on a comparable store basis was 13.9 percent of total revenue, compared to 14.5 percent of total revenue in the third quarter last year. The company estimates that hurricane Wilma Hurricane Wilma was the most intense hurricane ever recorded in the Atlantic basin. Exceeding the 21 storms of the 1933 season, Wilma was the twenty-second storm (including the subtropical storm discovered in reanalysis), thirteenth hurricane, sixth major hurricane, and fourth  reduced revenues for the quarter by approximately $0.3 million. Operating loss operating loss

The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income.
 for the quarter was $(3.6) million compared to operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 of $0.7 million in the prior year. The current quarter includes $.5 million in previously disclosed dis·close  
tr.v. dis·closed, dis·clos·ing, dis·clos·es
1. To expose to view, as by removing a cover; uncover.

2. To make known (something heretofore kept secret).
 expenses related to the second quarter closing of the Mall of America Mall of America (also MOA, MoA, or the Megamall) is a shopping mall located in the Twin Cities suburb of Bloomington, Minnesota. It is just southeast of the junction of Interstate 494 and Minnesota State Highway 77, and is across the interstate from the  Jillian's Jillian's is a restaurant and arcade chain with about 20 locations in the United States. Jillian's is currently owned and operated by JCB Entertainment Corporation, a subsidiary of Dave & Buster's. Its slogan is "Eat, Drink, Play".  location. In addition, pre-opening expenses of $1.5 million were incurred in the quarter compared to $0.9 million last year. Utility expense during the quarter increased by approximately 70 basis points compared to the same period last year primarily as a result of higher oil and natural gas prices. The net loss for the quarter was $(3.2) million, or $(0.23) per basic share compared to net income breakeven breakeven

1. The level of output or sales necessary to cover fixed expenses. Companies in industries that have high fixed costs and, consequently, high breakevens, such as automobile and steel manufacturing, are likely to exhibit large fluctuations
 for the same period last year.

Total revenues for the 39-week period increased 23.6 percent to $332.2 million from $268.9 million for the comparable period last year. Food and beverage revenue increased 27.2 percent, and amusement and other revenue increased 19.5 percent. Special event revenue on a comparable

store basis was 13.6 percent of total revenue, compared to 13.5 percent of total revenue in the comparable period last year. Operating income was $5.1 million, compared to $12.1 million for the prior year. The period includes the pretax pre·tax  
adj.
Existing before tax deductions: pretax income.

pretax adj [profit] → vor (Abzug der) Steuern 
 charge of $3.0 million for the closure of the Mall of America location. Pre-opening expenses during the 39-week period were $2.4 million compared to $1.0 million last year. Net income was $0.1 million, or $0.01 per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share, compared to $5.7 million, or $0.41 per diluted share, in the prior year.

About Dave & Buster's

Celebrating over 23 years of operations, Dave & Buster's was founded in 1982 and is one of the country's leading upscale, restaurant/entertainment concepts with 46 locations throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and in Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of . More information on the company, including the latest investor presentation is available on the company's Website, www.daveandbusters.com.

About Wellspring

Founded in 1995, Wellspring Capital Management LLC is a New York-based private equity firm with more than $2 billion in equity capital under management. The firm takes controlling positions in promising middle-market The term middle-market may refer to either a type of newspaper or a type of company.

A middle-market newspaper is one that attempts to cater to readers who want some entertainment value from their newspaper as well as adequate serious coverage of significant news
 companies where it can realize substantial value by contributing innovative operating and financing strategies and capital. Wellspring's limited partners include some of the largest and most respected institutional investors Institutional Investor

A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions.
 in the U.S., Canada, and Europe Europe (yr`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). . The firm consistently ranks among the top-performing private equity funds specializing in the middle market.

Wellspring Capital's current portfolio includes investments in food distribution, for-profit for-prof·it
adj.
Established or operated with the intention of making a profit: a for-profit organization. 
, post-secondary education, golf retail, steel servicing, and other industries. For more information visit Wellspring Capital's website at www.wellspringcapital.com.

Note Concerning Third Quarter Conference Call

Tomorrow, Friday Friday: see Sabbath; week.

Friday

young Indian rescued by Crusoe and kept as servant and companion. [Br. Lit.: Robinson Crusoe]

See : Servant
, December December: see month.  9, 2005, at 11:30 a.m. Eastern Time (10:30 a.m. Central Time), Dave & Buster's will hold its regularly scheduled quarterly conference call to discuss its third quarter results of operations. The call will be webcast by CCBN CCBN Central Coast Bancorp
CCBN Charles County Business Network
 and can be accessed at the Dave & Buster's web site at www.daveandbusters.com. Individual investors can listen to the call through CCBN's individual investor center, www.companyboardroom.com. In addition, investors can access the call by visiting any of the investor sites in the CCBN Individual Investor Network. Institutional investors can access the call via CCBN's password-protected event management site, www.streetevents.com.

"Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" Statements Under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995

Certain information contained in this press release includes forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, projections, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. These statements may be identified, without limitations, by the use of forward-looking for·ward-look·ing
adj.
Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan.

Adj. 1.
 terminology The terminology used in the computer and telecommunications field adds tremendous confusion not only for the lay person, but for the technicians themselves. What many do not realize is that terms are made up by anybody and everybody in a nonchalant, casual manner without any regard or  such as "may," "will," "anticipates," "expects," "projects," "believes," "intends," "should," or comparable terms or the negative thereof. All forward-looking statements included in this press release are based on information available to us on the date hereof here·of  
adv.
Of this.


hereof
Adverb

Formal or law of or concerning this

Adv. 1. hereof - of or concerning this; "the twigs hereof are physic"
. Such statements speak only as of the date hereof. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the following: our ability to open new high-volume restaurant/entertainment complexes; our ability to raise and access sufficient capital in the future; changes in consumer preferences, general economic conditions or consumer discretionary spending; the outbreak outbreak

see epidemic.
 or continuation of war or other hostilities hos·til·i·ty  
n. pl. hos·til·i·ties
1. The state of being hostile; antagonism or enmity. See Synonyms at enmity.

2.
a. A hostile act.

b. hostilities Acts of war; overt warfare.
 involving the United States; potential fluctuation Fluctuation

A price or interest rate change.
 in our quarterly operating result due to seasonality and other factors; the continued service of key management personnel; our ability to attract, motivate and retain qualified personnel; the impact of federal, state or local government regulations relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 our personnel or the sale of food or alcoholic beverages

Main article: Alcoholic beverage
Fermented beverages
  • Beer
  • Ale
  • Barleywine
  • Bitter ale
; the impact of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
; the effect of competition in our industry; additional costs associated with compliance with the Sarbanes-Oxley Act See SOX.  and related regulations and requirements; and other risk factors described from time to time in our reports filed with the SEC.

THIS COMMUNICATION IS BEING MADE IN RESPECT OF THE PROPOSED MERGER TRANSACTION INVOLVING DAVE & BUSTER'S, INC. AND AN AFFILIATE OF WELLSPRING CAPITAL MANAGEMENT LLC. IN CONNECTION WITH THE PROPOSED TRANSACTION, DAVE & BUSTER'S, INC. WILL BE FILING A PROXY STATEMENT Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 AND RELEVANT DOCUMENTS CONCERNING THE TRANSACTION WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). STOCKHOLDERS OF DAVE & BUSTER'S, INC. ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS CAN OBTAIN FREE COPIES OF THE PROXY STATEMENT AND OTHER DOCUMENTS WHEN THEY BECOME AVAILABLE BY CONTACTING INVESTOR INFORMATION AT HTTP HTTP
 in full HyperText Transfer Protocol

Standard application-level protocol used for exchanging files on the World Wide Web. HTTP runs on top of the TCP/IP protocol.
://WWW.DAVEANDBUSTERS.COM OR BY MAIL AT DAVE & BUSTER'S, INC. INVESTOR RELATIONS Investor relations

The process by which the corporation communicates with its investors.
, 2481 MANANA ma·ña·na  
adv.
1. Tomorrow.

2. At an unspecified future time.

n.
An indefinite time in the future.



[Spanish, from Vulgar Latin
 DRIVE, DALLAS, TEXAS “Dallas” redirects here. For other uses, see Dallas (disambiguation).
The City of Dallas (pronounced [ˈdæl.əs] or [ˈdæl.
 75220, OR BY TELEPHONE: 972-458-8000. IN ADDITION, DOCUMENTS FILED WITH THE SEC BY DAVE AND BUSTER'S, INC. ARE AVAILABLE FREE OF CHARGE AT THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.

DAVE & BUSTER'S, INC. AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 OF PROXIES FROM THE STOCKHOLDERS OF DAVE & BUSTER'S, INC. IN CONNECTION WITH THE PROPOSED TRANSACTION. INFORMATION REGARDING THE SPECIAL INTERESTS OF THESE DIRECTORS AND EXECUTIVE OFFICERS IN THE PROPOSED TRANSACTION WILL BE INCLUDED IN THE PROXY STATEMENT OF DAVE & BUSTER'S, INC. DESCRIBED ABOVE. INFORMATION REGARDING DAVE & BUSTER'S, INC.'S DIRECTORS AND EXECUTIVE OFFICERS IS ALSO AVAILABLE IN ITS PROXY STATEMENT FOR ITS 2005 ANNUAL MEETING OF STOCKHOLDERS, WHICH WAS FILED WITH THE SEC ON MAY 2, 2005. THIS DOCUMENT IS AVAILABLE FREE OF CHARGE AT THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV AND FROM INVESTOR RELATIONS AT DAVE & BUSTER'S, INC. AS DESCRIBED ABOVE.
DAVE & BUSTER'S, INC.
                 Condensed Consolidated Balance Sheets
                            (in thousands)
                              (unaudited)

                                    October 30, 2005  January 30, 2005

ASSETS

Current assets:
   Cash and cash equivalents            $     1,860     $    7,624
   Other current assets                      47,888         34,581
                                        -----------     ----------
       Total current assets                  49,748         42,205

Property and equipment, net                 345,105        331,478

Other assets and deferred charges            21,767         23,725
                                        -----------     ----------

       Total assets                     $   416,620     $  397,408
                                        ===========     ==========


LIABILITIES AND STOCKHOLDERS' EQUITY

Total current liabilities               $    60,697     $   49,861

Other long-term liabilities                  74,292         70,251

Long-term debt                               81,194         80,351

Stockholders' equity:
   Common stock                                 137            135
   Paid-in capital                          124,948        122,173
   Restricted stock awards                    1,998          1,454
   Accumulated other comprehensive
    income                                      290            225
   Retained earnings                         74,910         74,804
                                        -----------     ----------
                                            202,283        198,791
   Less: treasury stock                       1,846          1,846
                                        -----------     ----------
       Total stockholders' equity           200,437        196,945
                                        -----------     ----------
Total liabilities and stockholders'
 equity                                 $   416,620     $  397,408
                                        ===========     ==========
DAVE & BUSTER'S, INC.
                   Consolidated Statements of Income
           (dollars in thousands, except per share amounts)
                              (unaudited)

                                     13 Weeks Ended    13 Weeks Ended
                                    October 30, 2005  October 31, 2004
                                                        (as restated)

Food and beverage revenues           $ 58,212   55.1% $45,395    54.0%
Amusement and other revenues           47,433   44.9%  38,648    46.0%
                                     --------  ------ -------- -------
      Total revenues                  105,645  100.0%  84,043   100.0%

Cost of products                       20,858   19.7%  16,027    19.1%
Operating payroll and benefits         31,590   29.9%  24,745    29.4%
Other store operating expenses         37,530   35.5%  27,356    32.7%
General and administrative expenses     7,819    7.4%   6,257     7.4%
Depreciation and amortization           9,934    9.4%   8,089     9.6%
Preopening costs                        1,495    1.4%     876     1.0%
                                     --------  ------ -------- -------
      Total operating expenses        109,226  103.3%  83,350    99.2%

      Operating income (loss)          (3,581) (3.3)%     693     0.8%
Interest expense, net                   1,458    1.4%     832     1.0%
                                     --------  ------ -------- -------
      Income (loss) before provision
       for income taxes                (5,039) (4.7)%    (139) (0.02)%
Provision (benefit) for income taxes   (1,839) (1.7)%     (51) (0.01)%
                                     --------  ------ -------- -------
      Net income (loss)              $ (3,200) (3.0)% $   (88) (0.01)%
                                     ========  ====== ======== =======

Net income (loss) per share
      Basic                          $  (0.23)        $  0.00
      Diluted                        $  (0.23)        $  0.00

Weighted average shares outstanding
      Basic weighted average shares
       outstanding                     13,657          13,381
      Diluted weighted average
       shares outstanding              13,657          13,381

Other information:
      Company operated stores open         45              34

      EBITDA, which is earnings
       before interest, taxes,
       depreciation and
       amortization, is used by
       management, bankers and
       investors to evaluate a
       company's ability to repay
       debt and for compliance of
       certain debt covenants.

           Total net income (loss)   $ (3,200)        $   (88)
           Add back: depreciation
            and amortization            9,934           8,089
              interest expense, net     1,458             832
              provision for income
               taxes                   (1,839)            (51)
                                     ---------        ---------
                                     $  6,353         $ 8,782
                                     =========        =========
DAVE & BUSTER'S, INC.
                   Consolidated Statements of Income
           (dollars in thousands, except per share amounts)
                              (unaudited)

                                      39 Weeks Ended   39 Weeks Ended
                                     October 30, 2005 October 31, 2004
                                                       (as restated)

Food and beverage revenues           $179,982   54.2% $141,446   52.6%
Amusement and other revenues          152,227   45.8%  127,407   47.4%
                                    ---------  ------ --------  ------
      Total revenues                  332,209  100.0%  268,853  100.0%

Cost of products                       63,061   19.0%   51,031   19.0%
Operating payroll and benefits         96,665   29.1%   77,218   28.7%
Other store operating expenses        110,339   33.2%   84,625   31.5%
General and administrative expenses    22,715    6.8%   18,356    6.8%
Depreciation and amortization          31,992    9.7%   24,484    9.1%
Preopening costs                        2,377    0.7%    1,012    0.4%
                                    ---------  ------ --------  ------
      Total operating expenses        327,149   98.5%  256,726   95.5%

      Operating income                  5,060    1.5%   12,127    4.5%
Interest expense, net                   4,892    1.5%    3,412    1.3%
                                    ---------  ------ --------  ------
      Income before provision for
       income taxes                       168    0.0%    8,715    3.2%
Provision for income taxes                 62    0.0%    3,001    1.1%
                                    ---------  ------ --------  ------
      Net income                     $    106    0.0% $  5,714    2.1%
                                    =========  ====== ========  ======

Net income per share
      Basic                          $   0.01         $   0.43
      Diluted                        $   0.01         $   0.41


Weighted average shares outstanding
      Basic weighted average shares
       outstanding                     13,562           13,302
      Diluted weighted average
       shares outstanding              14,249           14,046

Other information:
      Company operated stores open         45               34

      EBITDA, which is earnings
       before interest, taxes,
       depreciation and
       amortization, is used by
       management, bankers and
       investors to evaluate a
       company's ability to repay
       debt and for compliance of
       certain debt covenants.

           Total net income          $    106         $  5,714
             Add back: depreciation
              and amortization         31,992           24,484
               interest expense, net    4,892            3,412
               provision for income
                taxes                      62            3,001
                                     --------         --------
                                     $ 37,052         $ 36,611
                                     ========         ========
DAVE & BUSTER'S, INC.
                 Consolidates Statements of Cash Flow
                        (dollars in thousands)
                              (unaudited)

                                     39 Weeks Ended     39 Weeks Ended
                                    October 30, 2005  October 31, 2004
                                                        (As restated,
                                                            Note 2)

Cash flows from operating
 activities:
  Income                                 $   106         $   5,714
  Adjustments to reconcile income
   to net cash provided by operating
    activities:
       Depreciation and amortization      31,992            24,484
       Deferred income tax benefit           (78)           (2,086)
       Tax benefit related to stock
        option exercises                     777               525
       Amortization of restricted
        stock awards                         544               386
       Warrants related to convertible
        debt                                 92                191
       Other, net                            33                141
       Changes in operating assets and
        liabilities
           Inventories                   (2,160)            (1,638)
           Prepaid expenses             (10,888)            (1,459)
           Other current assets            (260)             1,303
           Other assets and deferred
            charges                       3,591              1,548
           Accounts payable               7,632                354
           Accrued liabilities            2,045              2,648
           Income taxes payable          (4,452)            (2,533)
           Deferred rent liability        2,935             (1,638)
           Other liabilities              1,033              3,677
                                       ---------         ----------
      Net cash provided by operating
       activities                        33,042             31,617

Cash flows from investing activities:
     Capital expenditures               (41,870)           (28,721)
     Business acquisition                   ---             (4,742)
     Proceeds from sales of property
      and equipment                         198                519
     Other investing activities          (1,158)                86
                                       ---------         ----------
         Net cash used in investing
          activities                    (42,830)           (32,858)
                                       ---------         ----------

Cash flows from financing activities:
     Borrowings under long-term debt     22,000              7,250
     Repayments of long-term debt       (19,974)            (6,417)
     Proceeds from exercises of stock
      options                             1,998              2,104
                                       ---------         ----------
         Net cash provided by (used in)
          financing activities            4,024              2,937
                                       ---------         ----------

Increase (decrease) in cash and cash
 equivalents                             (5,764)             1,696
Beginning cash and cash equivalents       7,624              3,897
                                       ---------         ----------

Ending cash and cash equivalents       $  1,860          $   5,593
                                       =========         ==========
DAVE & BUSTER'S, INC.
                       Earnings (Loss) per Share
                        (dollars in thousands)
                              (unaudited)

The following table sets forth the computation of basic and diluted
earnings (loss) per share:

                                          13 Weeks Ended
                                            October 30,    October 31,
                                              2005            2004
                                              ----            ----
                                                         (As restated,
                                                            Note 2)

Numerator for basic earnings (loss) per
 common share - net income (loss)           $   (3,200)    $     (88)
     Impact of convertible debt interest
      and fees                                      ---           ---
     Amortization of convertible debt
      warrants                                      ---           ---
                                            -----------    -----------
Numerator for diluted earnings (loss) per
     common share                           $    (3,200)   $     (88)
                                            ===========    ===========
Denominator for basic earnings (loss) per
 common share - weighted average shares (in
 thousands)                                      13,657        13,381
         Dilutive securities:
              Employee stock
               options/restricted stock             ---           ---
              Convertible debt                      ---           ---
              Warrant shares                        ---           ---
                                            -----------    -----------
Denominator for diluted earnings per
 common
   share - adjusted weighted
   average shares (in thousands)                 13,657        13,381
                                            ===========    ===========

Basic earnings (loss) per common share      $     (0.23)   $     0.00
Diluted earnings (loss) per common share    $     (0.23)   $     0.00

Antidilutive shares excluded from the
 computation of diluted income (loss) per
 share (in thousands):

              Employee stock
               options/restricted stock             458           599
              Convertible debt                    2,322         2,322
              Warrant shares                         59           125
                                            -----------    -----------
              Total                               2,839         3,046
                                            ===========    ===========

                                          39 Weeks Ended
                                            October 30,    October 31,
                                               2005           2004
                                               ----           ----
                                                         (As restated,
                                                            Note 2)

Numerator for basic earnings (loss) per
 common share - net income (loss)           $       106     $   5,714
     Impact of convertible debt interest
      and fees                                      ---           ---
     Amortization of convertible debt
      warrants                                      ---           ---
                                            -----------    -----------
Numerator for diluted earnings (loss)
 per common share                           $       106     $   5,714
                                            ===========    ===========
Denominator for basic earnings (loss)
 per common share - weighted average
 shares (in thousands)                           13,562        13,302
         Dilutive securities:
              Employee stock
               options/restricted stock             561           632
              Convertible debt                      ---           ---
              Warrant shares                        126           112
                                            -----------    -----------
Denominator for diluted earnings per
 common
   share - adjusted weighted
   average shares (in thousands)                 14,249        14,046
                                            ===========    ===========
Basic earnings (loss) per common share      $      0.01     $    0.43
Diluted earnings (loss) per common share    $      0.01     $    0.41

Antidilutive shares excluded from the
 computation of diluted income (loss)
 per share (in thousands):

              Employee stock
               options/restricted stock             ---           ---
              Convertible debt                    2,322         2,322
              Warrant shares                        ---           ---
                                            -----------    -----------
              Total                               2,322         2,322
                                            ===========    ===========
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Publication:Business Wire
Geographic Code:1USA
Date:Dec 9, 2005
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