Dave & Buster's Entertainment, Inc 10-Q for FY2026 Q3
Dave & Buster's Entertainment, Inc. (PLAY)
10-Q
2025-12-09
For: 2025-11-04
View Original
Added on
April 12, 2026
About this 10-Q
Dave & Buster's Entertainment, Inc filed this 10-Q on December 9, 2025, covering the quarter ended November 4, 2025 (FY2026 Q3).
Headline figures
Quarter ended November 4, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $448.2M
- down 1.1% from $453M a year earlier
- Net loss
- $42.1M
- compared with a net loss of $32.7M a year earlier
- Diluted EPS
- -$1.22
- compared with -$0.84 a year earlier
+ ~
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
FOR THE QUARTERLY PERIOD ENDED November 4, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
FOR THE TRANSITION PERIOD FROM TO
Commission File No. 001-35664
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (I.R.S. Employer ID) | ||||
( | |||||
| (Address of principal executive offices) (Zip Code) | (Registrant’s telephone number) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | ¨ | ||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ||||||||||||
| Emerging Growth Company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of December 4, 2025, the registrant had 34,680,265 shares of common stock, $0.01 par value per share, outstanding.
DAVE & BUSTER’S ENTERTAINMENT, INC.
FORM 10-Q FOR QUARTERLY PERIOD ENDED NOVEMBER 4, 2025
TABLE OF CONTENTS
| Page | ||||||||
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
DAVE & BUSTER’S ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
| November 4, 2025 | February 4, 2025 | ||||||||||
| (Unaudited) | (Audited) | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Income taxes receivable | |||||||||||
| Accounts receivable | |||||||||||
| Total current assets | |||||||||||
Property and equipment (net of $ | |||||||||||
| Operating lease right of use assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Tradenames | |||||||||||
| Goodwill | |||||||||||
| Other assets and deferred charges | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Current installments of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Total current liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, par value $ | |||||||||||
Preferred stock, | |||||||||||
| Paid-in capital | |||||||||||
Treasury stock, | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
3
DAVE & BUSTER’S ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions, except per share amounts; unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | November 4, 2025 | November 5, 2024 | ||||||||||||||||||||
| Entertainment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Food and beverage revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of entertainment | |||||||||||||||||||||||
| Cost of food and beverage | |||||||||||||||||||||||
| Total cost of products | |||||||||||||||||||||||
| Operating payroll and benefits | |||||||||||||||||||||||
| Other store operating expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization expenses | |||||||||||||||||||||||
| Pre-opening costs | |||||||||||||||||||||||
| Other charges and gains | |||||||||||||||||||||||
| Total operating costs | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Loss on debt refinancing | |||||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | ( | ||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ||||||||||||||||||||
| Net income (loss) | ( | ( | ( | ||||||||||||||||||||
| Unrealized foreign currency translation loss | ( | ( | |||||||||||||||||||||
| Total other comprehensive loss | ( | ( | |||||||||||||||||||||
| Total comprehensive income (loss) | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Net income (loss) per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Weighted average shares used in per share calculations: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
4
DAVE & BUSTER’S ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions; unaudited)
| Nine Months Ended November 4, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Treasury Stock at Cost | Accumulated Other Comprehensive Loss | Retained Earnings | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance February 4, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Unrealized foreign currency translation gain | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance May 6, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Unrealized foreign currency translation gain | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Balance August 5, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized foreign currency translation loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance November 4, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Nine Months Ended November 5, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Treasury Stock at Cost | Accumulated Other Comprehensive Loss | Retained Earnings | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance February 4, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Unrealized foreign currency translation loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance May 5, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance August 6, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance November 5, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
5
DAVE & BUSTER’S ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions; unaudited)
| Nine Months Ended | ||||||||||||||
| November 4, 2025 | November 5, 2024 | |||||||||||||
| Operating activities: | ||||||||||||||
| Net income (loss) | $ | ( | $ | |||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization expense | ||||||||||||||
| Non-cash interest expense | ||||||||||||||
| Deferred taxes | ( | |||||||||||||
| Loss on debt refinancing | ||||||||||||||
| Share-based compensation | ||||||||||||||
| Other, net | ( | |||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Inventories | ( | ( | ||||||||||||
| Prepaid expenses | ( | ( | ||||||||||||
| Income tax receivable | ( | |||||||||||||
| Accounts receivable | ||||||||||||||
| Other assets and deferred charges | ( | ( | ||||||||||||
| Accounts payable | ( | |||||||||||||
| Accrued liabilities | ( | ( | ||||||||||||
| Income taxes payable | ( | |||||||||||||
| Other long-term liabilities | ( | |||||||||||||
| Net cash provided by operating activities: | ||||||||||||||
| Investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Incentives from landlords - finance leases | ||||||||||||||
| Proceeds from sales of property and equipment | ||||||||||||||
| Net cash used in investing activities: | ( | ( | ||||||||||||
| Financing activities: | ||||||||||||||
| Proceeds from term loan and revolver | ||||||||||||||
| Term loan and revolver payments | ( | ( | ||||||||||||
| Repayments of senior notes | ( | |||||||||||||
| Debt issuance costs | ( | |||||||||||||
| Proceeds from sale-leaseback transactions | ||||||||||||||
| Principal payments on sale-leaseback financing | ( | ( | ||||||||||||
| Proceeds from the exercise of stock options | ||||||||||||||
| Repurchases of common stock under share repurchase program | ( | ( | ||||||||||||
| Repurchases of common stock to satisfy employee withholding tax obligations | ( | ( | ||||||||||||
| Net cash provided by financing activities: | ||||||||||||||
| Increase (decrease) in cash and cash equivalents | ( | |||||||||||||
| Beginning cash and cash equivalents | ||||||||||||||
| Ending cash and cash equivalents | $ | $ | ||||||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||||
| Increase (decrease) in accounts payable for the acquisition of property and equipment | $ | ( | $ | |||||||||||
| Cash paid for income taxes, net of refunds | $ | $ | ||||||||||||
| Cash paid for interest, net | $ | $ | ||||||||||||
See accompanying notes to consolidated financial statements.
6
DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share amounts; unaudited)
Note 1: Summary of Significant Accounting Policies
The Company operates its business as one reportable operating segment, with two reporting units based on its major brands: Dave & Buster's and Main Event. The Company has one reportable operating segment as both brands provide similar products and services to a similar customer base, are managed together by a single management team and share similar economic characteristics. See further discussion of segment consideration at Note 8 - Segment Information to the consolidated financial statements.
During the nine months ended November 4, 2025, the Company opened nine stores and relocated one store. As of November 4, 2025, the Company owned and operated 241 stores in 44 states, Puerto Rico and one Canadian province.
Fiscal Calendar — We operate on a 52-week or 53-week fiscal year that ends on the Tuesday after the Monday closest to January 31. Each quarterly period reported has 13 weeks, except for 53-week fiscal years when the fourth quarter has 14 weeks. Fiscal 2025, which will end February 3, 2026, and fiscal 2024, which ended on February 4, 2025, both follow a 52-week calendar.
On May 6, 2024, the first day of the second quarter of fiscal 2024, the Company changed its fiscal year to end on the Tuesday after the Monday closest to January 31st. Prior to the change, the Company’s fiscal year ended on Sunday. The change was made to improve labor and operational efficiencies by ending the Company's periods outside of the busier weekend timeframe. As a result of this change, each of the second quarter of 2024 and fiscal 2024 had two additional days added to its normal 13-week quarter and 52-week year, respectively.
Basis of Presentation — The Company’s financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information as prescribed by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Our quarterly financial data should be read in conjunction with the audited financial statements and notes thereto for the year ended February 4, 2025, included in our Annual Report on Form 10-K as filed with the SEC on April 7, 2025.
Cash and Cash Equivalents — We consider transaction settlements in process from credit card companies and all highly-liquid investments with original maturities of three months or less to be cash equivalents. Our cash management system provides for the daily funding of all major bank disbursement accounts as checks are presented for payment. Under this system, outstanding checks in excess of the cash balances at certain banks can create book overdrafts. There were no
Fair Value of Financial Instruments — Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. In determining fair value, the accounting standards establish a three-level hierarchy for inputs used in measuring fair value.
7
DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share amounts; unaudited)
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximate fair value because of their short-term nature. The fair value of the Company’s debt is determined based on traded price data as of the measurement date, which we classify as a level two input within the fair value hierarchy as defined under GAAP. The fair value of the Company's debt was as follows as of the periods indicated:
| November 4, 2025 | February 4, 2025 | ||||||||||
| Revolving credit facility | $ | $ | |||||||||
| Term loans | |||||||||||
| Total debt | $ | $ | |||||||||
Revenues — Our entertainment revenues primarily consist of attractions including redemption and simulation games, bowling, laser tag, billiards and gravity ropes. Our food and beverage revenues consist of full meals, appetizers and both alcoholic and non-alcoholic beverages. The Company's revenue by category was as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | November 4, 2025 | November 5, 2024 | ||||||||||||||||||||
| Entertainment | $ | $ | $ | $ | |||||||||||||||||||
Other (1) | |||||||||||||||||||||||
| Entertainment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Food and non-alcoholic beverages | $ | $ | $ | $ | |||||||||||||||||||
| Alcoholic beverages | |||||||||||||||||||||||
| Food and beverage revenues | $ | $ | $ | $ | |||||||||||||||||||
(1) Primarily consists of revenue earned from party rentals and gift card breakage (see Revenue Recognition below).
Revenue Recognition for Entertainment — Customers purchase cards with game play credits to be used on a variety of redemption and simulation games. Entertainment revenues related to game play primarily consist of game play credits, which are used by customers to activate video and redemption games. Redemption games allow customers to earn tickets, which may be redeemed for prizes. We have deferred a portion of entertainment revenues for the estimated unfulfilled performance obligations related to unredeemed game play credits and unredeemed tickets. The deferred entertainment revenue is based on an estimated rate of future use by customers of unused game play credits and the material right provided to customers to redeem tickets in the future for prizes. The Company recognizes breakage as revenue in proportion to the pattern of redemption by the customers. This breakage is based on the Company’s specific historical redemption patterns and will change as those redemption patterns change over time. Recognized game play credits and tickets breakage revenue is included in Entertainment revenues in the Consolidated Statements of Comprehensive Income. Historically, select Company promotional programs have included multiple performance obligations that are discounted from the standalone selling prices. We allocate the entire discount to the remaining performance obligation.
During the three and nine months ended November 4, 2025, we recognized revenue of $15.1 and $69.9 , respectively, related to the amount in deferred entertainment revenues as of the end of fiscal 2024.
8
DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share amounts; unaudited)
Basic weighted average shares outstanding were reconciled to diluted weighted average shares outstanding as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | November 4, 2025 | November 5, 2024 | ||||||||||||||||||||||||||||||||
| Basic weighted average shares outstanding | |||||||||||||||||||||||||||||||||||
| Weighted average dilutive impact of awards | |||||||||||||||||||||||||||||||||||
| Diluted weighted average shares outstanding | |||||||||||||||||||||||||||||||||||
Weighted average awards excluded as anti-dilutive | |||||||||||||||||||||||||||||||||||
Recent Accounting Pronouncements — We reviewed the accounting pronouncements that were issued during fiscal 2025 to determine whether they would have a material impact on the consolidated financial statements.
ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The purpose of ASU 2025-06 was to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software (“ASC 350-40”) to better align the accounting guidance with the software development approaches currently used. Specifically, software is not always developed in a linear manner, which is an underlying tenet of the existing internal-use software capitalization framework. To clarify how the guidance applies to both linear and nonlinear software development, ASU 2025-06 removes all references to prescriptive and sequential software development stages throughout ASC 350-40. Under ASU 2025-06, an entity is required to start capitalizing software costs when both of the following occur: (i) management has committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). Furthermore, the amendments in ASU 2025-06 supersede the current website development costs guidance and incorporate the recognition requirements for website-specific development costs from ASC 350-50 into ASC 350-40. The amendments in ASU 2025-06 are effective for all public companies for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is in the process of evaluating the impact of adopting the accounting provisions of ASU 2025-06 on its consolidated financial statements.
See the discussion at Note 1 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended February 4, 2025 for previously issued accounting pronouncements that may impact the Company in the future.
Accounting reclassifications — We made certain reclassifications of amounts in the Consolidated Statements of Comprehensive Income for the period ended November 5, 2024 to be consistent with the presentation for the period ended November 4, 2025. We reclassified certain costs and gains from “Other store operating expenses” and “General and administrative expenses” to “Other charges and gains” for the following reasons:
•System implementation costs - These costs are enterprise wide and not specifically attributable to store operations or general and administrative costs.
•Asset and currency gains and losses - These gains and losses include the disposal or impairment of assets and the impact of currency revaluation and are not directly attributable to specific store operations or general and administrative costs and may be irregular in nature.
A summary of the reclassifications was as follows:
| Three Months Ended November 5, 2024 | |||||||||||||||||||||||||||||
| Previously Reported | System Implementation | Currency (Gain) Loss | Asset (Gain) Loss | Adjusted | |||||||||||||||||||||||||
| Other store operating expenses | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
| General and administrative expenses | ( | ||||||||||||||||||||||||||||
| Other charges and gains | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
9
DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share amounts; unaudited)
| Nine Months Ended November 5, 2024 | |||||||||||||||||||||||||||||
| Previously Reported | System Implementation | Currency (Gain) Loss | Asset (Gain) Loss | Adjusted | |||||||||||||||||||||||||
| Other store operating expenses | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||
| General and administrative expenses | ( | ||||||||||||||||||||||||||||
| Other charges and gains | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
Note 2: Accrued Liabilities and Other Long-Term Liabilities
Accrued liabilities consisted of the following as of the dates presented:
| November 4, 2025 | February 4, 2025 | ||||||||||
| Deferred entertainment revenue | $ | $ | |||||||||
| Compensation and benefits | |||||||||||
| Deferred gift card revenue | |||||||||||
| Sales and use and other taxes | |||||||||||
| Property taxes | |||||||||||
| Customer deposits | |||||||||||
| Accrued interest | |||||||||||
| Utilities | |||||||||||
| Current portion of self-insurance reserves | |||||||||||
| Current portion of deferred occupancy costs | |||||||||||
| Other | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
(1)Balances are net of leasehold incentive receivables from landlords and prepaid amounts.
Other long-term liabilities consisted of the following as of the dates presented:
| November 4, 2025 | February 4, 2025 | ||||||||||
Long-term lease financing (1) | $ | $ | |||||||||
Long-term finance leases (1) | |||||||||||
| Long-term portion of self-insurance reserves | |||||||||||
| Deferred compensation liability | |||||||||||
| Other | |||||||||||
| Total other long-term liabilities | $ | $ | |||||||||
(1)See discussion of failed sale-leaseback transactions and finance leases at Note 3.
Note 3: Leases
We currently lease the vast majority of the buildings or sites for our stores, store support center, and warehouse space under facility operating leases. These leases typically have initial terms ranging from to twenty years and include one or more options to renew. When determining the lease term, we include option periods for which renewal is reasonably certain. Most of the leases require us to pay property taxes, insurance, and maintenance of the leased assets. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating leases also include certain equipment leases that have a term in excess of one year. Certain facility leases also have provisions for additional variable contingent rentals based on revenues.
Operating lease cost, variable lease cost and short-term lease cost related primarily to our facilities is included in “Other store operating expenses” for our operating stores, “Pre-opening costs” for our stores not yet operating, or “General and administrative expenses” for our store support center and warehouse, in the Consolidated Statements of Comprehensive Income.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share amounts; unaudited)
The components of lease expense, including variable lease costs primarily consisting of common area maintenance charges and property taxes, were as follows for the periods presented:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | November 4, 2025 | November 5, 2024 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Operating lease payments in the table above include minimum lease payments for future sites for which the leases have commenced. As of November 4, 2025, the Company had signed lease agreements with total lease payments of $160.9 related to eight facility leases, which had not yet commenced. Fixed minimum lease payments related to these facilities were not included in the right-of-use assets and lease liabilities on the Consolidated Balance Sheets as of November 4, 2025.
Sale-leaseback transactions
In fiscal 2025, the Company entered into sale and master lease agreements (“sale-leaseback transactions”) with an unrelated third party. Under these agreements:
•The Company sold two of its open store properties, including land, buildings and certain improvements, and then leased the assets back through these sale-leaseback transactions.
•The Company sold certain store properties, including land, buildings and certain improvements, and then leased the assets back through these sale-leaseback transactions. The locations sold were in varying states of development, or will begin development in fiscal 2025, and are scheduled to open through fiscal 2026. The Company expects to receive incremental proceeds in the amount of remaining capital expenditures incurred related to the construction of these stores prior to opening.
•Total proceeds related to these sale and master lease agreements as of November 4, 2025 were $96.2 , net of certain closing costs.
The sale-leaseback transactions were accounted for as failed sale leasebacks based on GAAP under ASC 842, Leases. As a result, the store property assets remain on the Consolidated Balance Sheet at their historical cost and are depreciated over the remaining term of the applicable master lease. Financing liabilities were recognized in the amount of the proceeds received, net of certain transactions costs. The Company does not recognize rent expense related to the leased assets. Instead, monthly rent payments under the applicable master lease agreement are recorded as interest expense and a reduction of the outstanding liability.
As of November 4, 2025, the current outstanding financing liability of $0.7 was included in Accrued liabilities on the Consolidated Balance Sheet and the long-term outstanding financing liability of $358.0 was included in Other long-term liabilities on the Consolidated Balance Sheet for the transactions noted above, as well as failed sale leaseback transactions entered into prior to fiscal 2025.
Finance Leases
In fiscal 2025, the Company amended leases related to three existing properties with an unrelated third party. The Company received $4.5 in proceeds related to these extensions. As a result of the amendment, the Company reclassified these leases as finance leases.
As of November 4, 2025, the Company had finance lease liabilities related to three properties. The current outstanding finance lease liability of $0.4 was included in Accrued liabilities on the Consolidated Balance Sheet and the long-term outstanding finance lease liability of $32.8 was included in Other long-term liabilities on the Consolidated Balance Sheet.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share amounts; unaudited)
Note 4: Debt
Long-term debt consisted of the following as of the dates presented:
| November 4, 2025 | February 4, 2025 | ||||||||||
| Credit facility—revolver | $ | $ | |||||||||
| Credit facility—term loans | |||||||||||
| Total debt outstanding | |||||||||||
| Less current installments of long-term debt | ( | ( | |||||||||
| Less debt issue discounts and debt issuance costs | ( | ( | |||||||||
| Long-term debt, net | $ | $ | |||||||||
Credit Facility
In fiscal 2022, D&B Inc. entered into a senior secured credit agreement (as amended from time to time, the “Credit Agreement”) that provides for a revolving credit facility (the “Revolving Credit Facility”) and a term loan facility (together with the Revolving Credit Facility, the “Credit Facility”). On November 1, 2024, D&B Inc. entered into an amendment to the Credit Agreement with its banking syndicate (the “Fourth Amendment”). The Credit Facility is unconditionally guaranteed by D&B Holdings and certain of D&B Inc.’s existing and future wholly owned material domestic subsidiaries.
The Fourth Amendment, among other things:
•provided for a new tranche of term loans in an aggregate principal amount of $700.0 (the “Incremental Term B Loans”) with a maturity date of November 1, 2031, and
•increased the Revolving Credit Facility by $150.0 to a total of $650.0 and extended the maturity date of the Revolving Credit Facility to November 1, 2029.
The proceeds from the Incremental Term B Loans were primarily used to:
•redeem the $440.0 of then outstanding senior secured notes, and
•pay down $200.0 of the term loans outstanding under the Credit Facility immediately prior to the Fourth Amendment (the “Existing Term B Loans”).
Both the Existing Term B Loans and the Incremental Term B Loans bear interest at Term SOFR or ABR (each, as defined in the amended Credit Agreement) plus (i) in the case of Term SOFR loans, 3.25 % per annum and (ii) in the case of ABR loans, 2.25 % per annum. Borrowings under the Revolving Credit Facility bear interest subject to a pricing grid based on net total leverage, at Term SOFR plus a spread ranging from 2.50 % to 3.00 % per annum or ABR plus a spread ranging from 1.50 % to 2.00 % per annum. Unused commitments under the Revolving Credit Facility incur initial commitment fees of 0.30 % to 0.50 %. Additionally, the interest rate margin applicable to the Existing Term B Loans and loans outstanding under the Revolving Credit Facility would be subject to an additional 0.25 % step-down if a rating of B1/B+ or higher from Moody’s and S&P is achieved (which will step back up if such rating is subsequently not maintained).
A portion of the Revolving Credit Facility not to exceed $35.0 is available for the issuance of letters of credit. As of November 4, 2025, we had letters of credit outstanding of $13.7 and an unused commitment balance of $428.3 under the Revolving Credit Facility. The Credit Facility may be increased through incremental facilities, by an amount equal to the greater of (i) $400.0 and (ii) 0.75 times trailing twelve-month Adjusted EBITDA, as defined in the Credit Agreement, plus additional amounts subject to compliance with applicable leverage ratio and/or interest coverage ratio requirements.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share amounts; unaudited)
Restrictive covenants and debt compliance
Our debt agreements contain restrictive covenants that, among other things, place certain limitations on our ability to incur additional indebtedness, make loans or advances to subsidiaries and other entities, pay dividends, acquire other businesses or sell assets. The Credit Facility also requires the Company to maintain a maximum net total leverage ratio, as defined in the Credit Agreement, as of the end of each fiscal quarter. As of November 4, 2025, we believe we were in compliance with our debt covenants and the terms of our debt agreements.
Interest expense
The Company’s weighted average effective interest rate on its total debt facilities was 8.5 % and 9.3 % for the nine months ended November 4, 2025 and November 5, 2024, respectively.
The following table sets forth our total interest expense, net for the periods presented:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | November 4, 2025 | November 5, 2024 | ||||||||||||||||||||
| Interest expense on debt | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of debt issue discounts and issuance costs | |||||||||||||||||||||||
Interest expense on sale-leaseback transactions (1) | |||||||||||||||||||||||
Interest expense on finance leases (1) | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ||||||||||||||||||||
| Capitalized interest | ( | ( | ( | ( | |||||||||||||||||||
| Total interest expense, net | $ | $ | $ | $ | |||||||||||||||||||
Note 5: Commitments and Contingencies
California Arbitrations
On April 17, 2025, a mass arbitration claim was filed on behalf of 980 individuals alleging that certain language previously contained in the Company’s website and mobile app (which has since been deleted) requiring users to agree not to “disparage, tarnish or otherwise harm” the Company, its website or its app, was violative of a provision of the California Civil Code prohibiting companies from limiting consumers' rights to make negative comments about the Company or its products. Previously, on October 21, 2024, the attorneys representing the 980 claimants had filed arbitration claims on behalf of ten individuals alleging the same statutory violations by the Company. The claimants’ attorneys purported to represent more than 3,000 additional individuals who allegedly have similar unasserted claims.
On September 2, 2025, the Company settled these claims in an amount the Company does not consider material to its financial position or results of operations. The Company does not anticipate any further financial obligations related to this matter and considers the issue resolved.
Other Matters
The Company is subject to certain legal proceedings and claims that arise in the ordinary course of our business, including claims alleging violations of federal and state law regarding workplace and employment matters, discrimination, slip-and-fall and other customer-related incidents and similar matters. In the opinion of management, based upon consultation with legal counsel, the amount of ultimate liability, with respect to such legal proceedings and claims will not materially affect the consolidated results of our operations or our financial condition. Legal costs related to such claims are expensed as incurred.
The Company is subject to the terms of a settlement agreement with the Federal Trade Commission that requires us, on an ongoing basis, to establish, implement, and maintain a comprehensive information security program that is reasonably designed to protect the security, confidentiality, and integrity of personal information collected from or about consumers. The agreement does not require us to pay any fines or other monetary assessments, and we do not believe that the terms of the agreement will have a material adverse effect on our business, operations, or financial performance.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share amounts; unaudited)
Note 6: Stockholders' Equity and Share-Based Compensation
Share issuances and repurchases
The Company treats shares withheld for tax purposes on behalf of its employees in connection with the vesting of time-based and performance-based restricted stock units as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These were immaterial for all periods presented.
In March 2023, our Board of Directors approved a share repurchase program with an initial authorized limit of $100.0 . Subsequently, our Board of Directors approved additional repurchases for a total authorized limit of $600.0 under the plan as of November 4, 2025. During the nine months ended November 4, 2025, the Company repurchased 1.04 shares at an average of $23.03 per share. The remaining dollar value of shares that may be repurchased under the program was $104.1 as of November 4, 2025. Future decisions to repurchase shares continue to be at the discretion of the Board of Directors and will be dependent on our operating performance, financial condition, capital expenditure requirements and other factors that the Board of Directors considers relevant.
Share-based compensation
In October 2024, the Dave and Buster’s Entertainment, Inc. 2014 Omnibus Incentive Plan expired pursuant to its terms. On December 5, 2024, the Board of Directors adopted the Dave and Buster’s Entertainment Inc. 2025 Omnibus Incentive Plan, and the stockholders approved the 2025 Plan at the Company’s 2025 annual meeting of stockholders held on June 18, 2025.
Our share-based compensation expense, which is included in General and administrative expenses on the consolidated statements of income, was as follows for the periods presented:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | November 4, 2025 | November 5, 2024 | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Share-based awards
The Company’s long-term incentive compensation plan provides awards to executive and management personnel, as well as directors, and issues share-based awards. We also grant stock options or restricted stock units to executive and management personnel and members of our Board of Directors. Options granted to employees generally become exercisable ratably over a three-year period from the grant date. Performance-based restricted stock units and market stock units awarded to employees generally either vest ratably over three years or fully vest after three years , subject to the achievement of specified performance or market conditions, as applicable. Time-based restricted stock units have various service periods not exceeding five years .
Our share-based compensation award activity during the nine months ended November 4, 2025 was as follows:
| Options | Restricted Stock Units (1) | Total | |||||||||||||||
| Outstanding as of February 4, 2025 | |||||||||||||||||
| Granted | |||||||||||||||||
| RSUs vested | ( | ( | |||||||||||||||
| Forfeited or cancelled | ( | ( | ( | ||||||||||||||
| Outstanding as of November 4, 2025 | |||||||||||||||||
| Remaining unrecognized compensation expense | $ | $ | $ | ||||||||||||||
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DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share amounts; unaudited)
The fair value of our time-based and performance-based restricted stock units was based on our closing stock price on the date of grant. The grant date fair value of stock options was determined using the Black-Scholes option valuation model. The grant date fair value of performance-based awards with market conditions was determined using the Monte Carlo valuation model. The unrecognized expense will be substantially recognized by the end of fiscal 2028.
During the second and third quarters of fiscal 2025, the Company granted certain options, time-based, performance-based, and market-based restricted stock units to the Company’s recently appointed Chief Executive Officer, executive officers, the Board of Directors, and employees. The majority of these grants vest over three years , but the market-based restricted stock units can vest earlier if the targets are achieved prior to that time. As a result, the requisite service period for such grants was determined to be less than the explicit service period.
Note 7: Income Taxes
The Company’s effective tax rate for the nine months ended November 4, 2025, was 42.7 %, compared to 19.9 % for the nine months ended November 5, 2024. The Company’s effective tax rate increased for the nine months ended November 4, 2025 in comparison to the nine months ended November 5, 2024. The tax rate was impacted by a shift from pre-tax income to a pre-tax loss and the relative impact of tax credits, state taxes and permanent items was amplified against a negative base. For the third quarter of 2025, tax credits and the federal benefit of the loss produced a significant tax benefit that outweighed state tax expense and other items. In comparison to the prior year, these items were absorbed over a larger, positive pre-tax base, resulting in a lower, more normalized rate.
On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States. The legislation includes the permanent extension of certain provisions from the Tax Cuts and Jobs Act, changes to international tax rules, and the restoration of favorable treatment for certain business tax provisions, most notably 100% bonus depreciation on qualified assets and interest expense deductibility, with various effective dates beginning in 2025. We have reflected the impact of the enacted provisions, primarily affecting deferred tax liability and income tax receivable balances, in our consolidated balance sheet. The legislation did not have a material impact on our income tax expense or effective tax rate for the three and nine months ended November 4, 2025. We will continue to evaluate the broader effects of the legislation as further guidance is issued.
Note 8: Segment Information
The Company provides premier entertainment and dining experiences for adults and families under the “Dave & Buster’s” and “Main Event” brands and offers guests the opportunity to “Eat Drink Play and Watch,” all in one location. The Company's Chief Executive Officer, the Company’s chief operating decision maker (“CODM”), reviews the financial information presented on a consolidated basis. The CODM assesses performance and allocates resources based on the Company’s Consolidated Statements of Comprehensive Income, since the Company provides its offerings and key metrics, costs and margins similarly to both business units. The CODM manages and evaluates the results of the business in a consolidated manner to drive synergies and develop uniform strategies. Accordingly, key components and processes of the Company’s operations are centrally managed, including site acquisition and development, customer service, marketing, human resources, finance and accounting, legal, risk management, and government affairs. Segment asset information is not used by the CODM to allocate resources. Under the described organizational and reporting structure, the Company has one reportable segment. As a single reportable segment entity, the Company’s segment performance measure was net income (loss) attributable to its shareholders. See Note 1 for a description of the Company's disaggregated revenues by offering (entertainment and other revenues and food and beverage revenues).
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DAVE & BUSTER’S ENTERTAINMENT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share amounts; unaudited)
Significant segment expenses are presented in the Company’s Consolidated Statements of Comprehensive Income. Some expenses not separately presented on the Company’s Consolidated Statements of Operations have been disaggregated on a functional basis and presented below.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| Other store operating expenses | November 4, 2025 | November 5, 2024 | November 4, 2025 | November 5, 2024 | |||||||||||||||||||||||||
Store lease expenses (1) | $ | $ | $ | $ | |||||||||||||||||||||||||
Advertising and marketing costs (2) | |||||||||||||||||||||||||||||
Other costs (3) | |||||||||||||||||||||||||||||
| Total other store operating expenses | $ | $ | $ | $ | |||||||||||||||||||||||||
(1)Amounts represent minimum and variable lease costs incurred to operate certain of our stores. See Note 3 for further discussion.
(2)Amounts represent costs incurred to market our brands at a local and national level.
(3)Remaining amounts include various costs incurred to operate our stores that are not considered individually significant.
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| Other charges and gains | November 4, 2025 | November 5, 2024 | November 4, 2025 | November 5, 2024 | ||||||||||||||||||||||
System implementation costs (1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Currency gain | ||||||||||||||||||||||||||
Asset (gains) and losses (2) | ( | |||||||||||||||||||||||||
| Total other charges and gains | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Amounts represent non-capitalizable costs incurred to implement software at both the store and corporate level.
Note 9: Subsequent Event
Credit Agreement Amendment
On December 9, 2025, D&B Inc., Dave & Buster’s Holdings, Inc. (“Holdings”), the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent (the “Agent”) entered into the Fifth Amendment to Credit Agreement (the “Amendment”), which amended that certain Credit Agreement, dated June 29, 2022 (the “Credit Agreement” and the Credit Agreement, as amended by the First Amendment to Credit Agreement, dated as of June 30, 2023, the Second Amendment to Credit Agreement, dated as of January 19, 2024, the Third Amendment to Credit Agreement and Joinder Agreement, dated as of January 31, 2024, the Fourth Amendment to Credit Agreement, dated as of November 1, 2024, and as further amended by the Amendment, the “Amended Credit Agreement”), by and among D&B Inc., Holdings, the additional borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto and the Agent. The Amendment, among other things, provides for (i) an increase in the maximum permitted net total leverage ratio of D&B Inc. and its restricted subsidiaries from 3.50:1.00 to 4.00:1.00 as of the end of each fiscal quarter when applicable to test the net total leverage ratio and (ii) so long as the net total leverage ratio of D&B Inc. and its restricted subsidiaries exceeds 3.00:1.00, an increase to the margin applicable to the revolving loans to, in the case of SOFR loans, 3.25 % per annum and, in the case of ABR loans, 2.25 % per annum.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Overview
The following discussion and analysis of our financial condition and results of operations should be read together with the accompanying consolidated financial statements and the related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for fiscal 2024 as filed with the SEC on April 7, 2025.
Unless otherwise specified, the meanings of all defined terms in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are consistent with the meanings of such terms as defined in the Notes to consolidated financial statements. This discussion contains statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things: our results of operations; financial condition; liquidity; prospects; growth; strategies; the industry in which we operate; expansion and opening of new locations; expectations regarding variability in run-rate levels in our stores and seasonality; expectations of future proceeds from sale leaseback transactions; anticipated breakage; our compliance with debt covenants and the terms of our debt agreement; our defenses to various legal claims we may face; and opportunities and risks affecting our business, industry and financial results, including macroeconomic factors.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully design and execute our business strategy; our effectiveness at integrating and operating our past or future acquisitions; the effects of new or improved technologies or changes in consumer behavior; the potential for unfavorable publicity; our ability to obtain and renew leases on favorable terms or at all; our substantial indebtedness and covenants in our debt agreements restricting our ability to implement our business plan; our success in opening and operating new stores profitably and optimizing existing stores; risks related to our information systems and potential cybersecurity breaches or other privacy or data incidents; the cost and availability of certain commodities; our procurement of new games and entertainment offerings and our ability to obtain related licensing rights; the extensive laws and regulations in which we must comply with; and other factors, including those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on April 7, 2025. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, such results or developments may not be indicative of results or developments in subsequent periods. Forward-looking statements are based only on information currently available to us and speak only as of the date of this Form 10-Q. We do not undertake any obligation to update or revise the forward-looking statements to reflect events that occur or circumstances that exist after the date on which such statements were made, except to the extent required by law.
Quarterly Financial Highlights
•Third quarter revenue of $448.2, decreased slightly compared to the third quarter of 2024.
•Comparable store sales decreased 4.0% compared to the same calendar period in 2024. See further discussion of comparable store sales below at Revenues.
•Net loss totaled $42.1, or $1.22 per diluted share, compared to a net loss of $32.7, or $0.84 per diluted share in the third quarter of 2024, which was in increase of $9.4, or 28.7%.
•Adjusted EBITDA of $59.4 decreased 13.0%, or $8.9, from the third quarter of 2024. See further discussion of Adjusted EBITDA, a non-GAAP measure, at Non-GAAP Financial Measures below along with a reconciliation to net loss, the most comparable GAAP measure, at Reconciliations of Non-GAAP Financial Measures below.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
General
We are a leading owner and operator of high-volume venues primarily in North America that combine entertainment and dining for both adults and families under the “Dave & Buster’s” and “Main Event” brands. The core of our concept is to offer our customers various forms of entertainment along with quality dining all in one location. Our entertainment offerings provide an extensive assortment of attractions centered around playing games, bowling, and watching live sports and other televised events. Our brands appeal to a relatively balanced mix of male and female adults, as well as families and teenagers. We believe we appeal to a diverse customer base by providing a highly customizable experience in a dynamic and fun setting.
Our Dave & Buster’s stores average 36,800 square feet and range in size between approximately 16,100 and 70,000 square feet. Our Main Event stores average about 53,300 square feet and range in size between approximately 37,500 and 78,200 square feet. Generally, our stores are open seven days a week, with normal hours of operation generally from between 10:00 to 11:30 a.m. until midnight, with stores typically open for extended hours on weekends.
Key Measures of Our Performance
We monitor and analyze several key performance measures to manage our business and evaluate financial and operating performance, including:
Comparable store sales — Comparable store sales are a comparison of sales to the same period of prior years for the comparable store base. We historically define the comparable store base to include those stores open for a full 18 months before the beginning of the current fiscal year and exclude stores permanently closed or planned for closure during the current fiscal year. For fiscal 2025, our comparable store base consists of 210 stores, of which 153 are Dave & Buster's branded stores and 57 are Main Event branded stores.
New store openings — Our ability to expand our business and reach new customers is influenced by the opening of additional stores in both new and existing markets. The success of our new stores is indicative of our brand appeal and the efficacy of our site selection and operating models. For the nine months ended November 4, 2025, we opened six new Dave & Buster’s branded stores, three new Main Event locations, and relocated one additional Dave & Buster’s branded store.
Non-GAAP Financial Measures
In addition to the results provided in accordance with GAAP, we provide non-GAAP measures which present operating results on an adjusted basis. These are supplemental measures of performance that are not required by or presented in accordance with GAAP and include Adjusted EBITDA, Credit Adjusted EBITDA and Store Operating Income Before Depreciation and Amortization (defined below). These non-GAAP measures do not represent and should not be considered as alternatives to net income (loss) or cash flows from operations, as determined in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.
Although we use these non-GAAP measures to assess the operating performance of our business, they have significant limitations as an analytical tool because they exclude certain material costs. For example, Adjusted EBITDA does not take into account a number of significant items, including our interest expense and depreciation and amortization expense. In addition, Adjusted EBITDA excludes certain other costs that may be important in analyzing our GAAP results. Because Adjusted EBITDA does not account for these expenses, its utility as a measure of our operating performance has material limitations. Our calculations of Adjusted EBITDA adjust for these amounts because we believe they do not directly relate to the ongoing operations of the current business of our stores and therefore complicate comparison of the underlying business between periods. Nevertheless, because of the limitations described above, management does not view Adjusted EBITDA, Credit Adjusted EBITDA or Store Operating Income Before Depreciation and Amortization in isolation and also uses other measures, such as revenues, gross margin, operating income and net income (loss) to measure operating performance.
Adjusted EBITDA
We define “Adjusted EBITDA” as net income (loss), plus interest expense, net, loss on debt refinancing, provision for income taxes, depreciation and amortization expense, (gain) loss on property and equipment transactions, impairment of long-lived assets, share-based compensation, currency transaction (gains) losses, transaction and integration costs, system implementation costs and other items, net.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Adjusted EBITDA is presented because we believe that it provides useful information to investors and analysts regarding our operating performance. By reporting Adjusted EBITDA, we provide a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.
Credit Adjusted EBITDA
We define “Credit Adjusted EBITDA” as net income (loss) plus certain items as defined at Adjusted EBITDA above, as well as certain other adjustments as defined in our Credit Agreement (see Liquidity and Capital Resources below for additional discussion and reconciliation). These other adjustments include (i) increases in entertainment revenue deferrals, (ii) the cost of new projects, including store pre-opening costs, and (iii) other costs and adjustments as permitted by the Credit Agreement. We believe the presentation of Credit Adjusted EBITDA is appropriate as the metric provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the Credit Agreement.
Store Operating Income Before Depreciation and Amortization
We define “Store Operating Income Before Depreciation and Amortization” as operating income, plus depreciation and amortization expense, general and administrative expenses, pre-opening costs and other charges and gains. Store Operating Income Before Depreciation and Amortization allows for the evaluation of operating performance across stores of varying size and volume.
We believe that Store Operating Income Before Depreciation and Amortization is another useful measure in evaluating our operating performance because the metric removes the impact of general and administrative expenses, which are not incurred at the store level, and the costs of opening new stores, which are non-recurring at the store level, and thus enables the comparability of the operating performance of our stores for the periods presented. We also believe that Store Operating Income Before Depreciation and Amortization is a useful measure in evaluating our operating performance within the entertainment and dining industry because the metric permits the evaluation of store-level productivity, efficiency, and performance, and we use Store Operating Income Before Depreciation and Amortization as a means of evaluating store financial performance compared with our competitors. However, because the measure excludes significant items such as general and administrative expenses, pre-opening costs, and other charges and gains, as well as our interest expense, net, loss on debt refinancing and depreciation and amortization expense, which are important in evaluating our consolidated financial performance from period to period, the value of this measure is limited as a measure of our consolidated financial performance.
Presentation of Operating Results
We operate on a 52-week or 53-week fiscal year that ends on the Tuesday after the Monday closest to January 31. Each quarterly period reported has 13 weeks, except for 53-week fiscal years when the fourth quarter has 14 weeks. Fiscal 2025, which will end February 3, 2026 and fiscal 2024, which ended on February 4, 2025, both follow a 52-week calendar.
On May 6, 2024, the first day of the second quarter of fiscal 2024, the Company changed its fiscal year to end on the Tuesday after the Monday closest to January 31st. Prior to the change, the Company’s fiscal year ended on Sunday. The change was made to improve labor and operational efficiencies by ending the Company's periods outside of the busier weekend timeframe. As a result of this change, each of the second quarter of 2024 and fiscal 2024 had two additional days added to its normal 13-week quarter and 52-week year, respectively.
19
DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Store-Level Variability, Quarterly Fluctuations, Seasonality and Inflation
We operate stores of various sizes and experience significant store variability in volumes, operating results and net investment costs.
Our new stores typically open with sales volumes in excess of their expected long-term run-rate levels, which we refer to as a “honeymoon” effect. We traditionally expect our new store sales volumes in year two to be lower than our year one targets, and to grow in line with the rest of our comparable store base thereafter. As a result of the substantial revenues associated with each new store, the number and timing of new store openings will result in significant fluctuations in quarterly results.
New store operating margins (excluding pre-opening expenses) during the first year of operation may benefit from honeymoon sales leverage on occupancy, management labor and other fixed costs. This benefit is partially offset by normal inefficiencies in hourly labor and other costs associated with establishing a new store. In year two, operating margins may decline due to the loss of honeymoon sales leverage on fixed costs, which is partially offset by improvements in store operating efficiency.
Our operating results historically have fluctuated due to seasonal factors. Typically, we have higher revenues associated with the spring and year-end holidays, and sales and customer traffic during these periods are susceptible to the impact of severe, unfavorable or unseasonably mild weather. Our third quarter, which encompasses the back-to-school fall season, has historically had lower revenues as compared to other quarters.
Economic and environmental conditions and changes in regulatory legislation could exert pressure on both supplier pricing and consumer spending related to entertainment and dining alternatives. There is no assurance that our cost of products will remain stable or that federal, state, or local minimum wage rates will not increase beyond amounts currently legislated, however, the effects of any supplier price increase or wage rate increases might be partially offset by selective price increases if competitively appropriate.
20
DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Three Months Ended November 4, 2025 (the “third quarter of 2025”) Compared to the Three Months Ended November 5, 2024 (the “third quarter of 2024”)
Results of operations
The following table sets forth selected data for the periods indicated. All information, other than Company-owned stores at the end of the period, was derived from the accompanying unaudited Consolidated Statements of Comprehensive Income.
| Three Months Ended | |||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | ||||||||||||||||||||||
| Entertainment revenues | $ | 279.4 | 62.3 | % | $ | 294.6 | 65.0 | % | |||||||||||||||
| Food and beverage revenues | 168.8 | 37.7 | % | 158.4 | 35.0 | % | |||||||||||||||||
| Total revenues | 448.2 | 100.0 | % | 453.0 | 100.0 | % | |||||||||||||||||
Cost of entertainment (1) | 21.6 | 7.7 | % | 25.1 | 8.5 | % | |||||||||||||||||
Cost of food and beverage (1) | 41.9 | 24.8 | % | 42.7 | 27.0 | % | |||||||||||||||||
| Total cost of products | 63.5 | 14.2 | % | 67.8 | 15.0 | % | |||||||||||||||||
| Operating payroll and benefits | 124.9 | 27.9 | % | 120.9 | 26.7 | % | |||||||||||||||||
Other store operating expenses (2) | 174.8 | 39.0 | % | 171.0 | 37.7 | % | |||||||||||||||||
General and administrative expenses (2) | 32.9 | 7.3 | % | 24.6 | 5.4 | % | |||||||||||||||||
| Depreciation and amortization expenses | 63.0 | 14.1 | % | 53.9 | 11.9 | % | |||||||||||||||||
| Pre-opening costs | 4.7 | 1.0 | % | 5.2 | 1.1 | % | |||||||||||||||||
Other charges and gains (2) | 0.6 | 0.1 | % | 3.3 | 0.7 | % | |||||||||||||||||
| Total operating costs | 464.4 | 103.6 | % | 446.7 | 98.6 | % | |||||||||||||||||
| Operating income (loss) | (16.2) | (3.6) | % | 6.3 | 1.4 | % | |||||||||||||||||
| Interest expense, net | 40.2 | 9.0 | % | 32.9 | 7.3 | % | |||||||||||||||||
| Loss on debt refinancing | — | — | % | 15.2 | 3.4 | % | |||||||||||||||||
| Loss before provision for income taxes | (56.4) | (12.6) | % | (41.8) | (9.2) | % | |||||||||||||||||
| Provision for income taxes | (14.3) | (3.2) | % | (9.1) | (2.0) | % | |||||||||||||||||
| Net loss | $ | (42.1) | (9.4) | % | $ | (32.7) | (7.2) | % | |||||||||||||||
| Company-owned stores at end of period | 241 | 227 | |||||||||||||||||||||
(1)All percentages are expressed as a percentage of total revenues for the respective period presented, except cost of entertainment, which is expressed as a percentage of entertainment revenues, and cost of food and beverage, which is expressed as a percentage of food and beverage revenues.
(2)We reclassified certain costs and gains for the 2024 period from “Other store operating expenses” and “General and administrative expenses” to “Other charges and gains.” See Note 1 to the consolidated financial statements for further discussion.
21
DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA
The following table reconciles Net loss to Adjusted EBITDA for the periods indicated:
| Three Months Ended | |||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | ||||||||||||||||||||||
Net loss (1) | $ | (42.1) | (9.4) | % | $ | (32.7) | (7.2) | % | |||||||||||||||
| Interest expense, net | 40.2 | 32.9 | |||||||||||||||||||||
| Loss on debt refinancing | — | 15.2 | |||||||||||||||||||||
| Provision for income taxes | (14.3) | (9.1) | |||||||||||||||||||||
| Depreciation and amortization expense | 63.0 | 53.9 | |||||||||||||||||||||
Share-based compensation (2) | 8.9 | 2.8 | |||||||||||||||||||||
Transaction and integration costs (3) | 0.2 | 0.4 | |||||||||||||||||||||
System implementation costs (4) | 0.6 | 2.9 | |||||||||||||||||||||
Other items, net (5) | 2.9 | 2.0 | |||||||||||||||||||||
Adjusted EBITDA, a non-GAAP measure (1) | $ | 59.4 | 13.3 | % | $ | 68.3 | 15.1 | % | |||||||||||||||
(1)All percentages are expressed as a percentage of total revenues for the respective period presented.
(2)Non-cash share-based compensation expense, net of forfeitures, recorded in General and administrative expenses on the Consolidated Statements of Comprehensive Income.
(3)Transaction and integration costs related to the acquisition and integration of Main Event recorded in Other charges and gains on the Consolidated Statements of Comprehensive Income.
(4)System implementation costs represent expenses incurred related to the development of new enterprise resource planning, human capital management and inventory software for our stores and store support teams. These charges are recorded in Other charges and gains on the Consolidated Statements of Comprehensive Income.
(5)The amount for the 2025 period primarily consisted of $0.9 of one-time third-party legal consulting fees, legal settlements of $0.9, and $0.8 of discretionary retention incentives. The amount for the 2024 period primarily consisted of $1.3 of one-time, third-party consulting fees and $0.3 severance and restructuring charges, partially offset by a $0.4 gain on property and equipment transactions. The third-party consulting fees for the 2025 period are not part of our ongoing operations and were incurred in association with a change in leadership to execute a discrete, project-based strategic initiative aimed at analyzing and summarizing growth opportunities for the Company. The third-party consulting fees for the 2024 period were not part of our ongoing operations and were incurred to execute two related, discrete, and project-based strategic initiatives aimed at transforming our marketing strategy and one discrete, project-based initiative to transform our supply chain operational efficiency. The transformative nature, narrow scope, and limited duration of these incremental consulting fees are not reflective of the ordinary course expenses incurred to operate our business. Third-party consulting fees, discretionary retention incentives and severance costs are included in General and administrative expenses on the Consolidated Statements of Comprehensive Income.
Store Operating Income Before Depreciation and Amortization
The following table reconciles Operating income to Store Operating Income Before Depreciation and Amortization for the periods indicated:
| Three Months Ended | |||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | ||||||||||||||||||||||
Operating income (loss) (1)(2) | $ | (16.2) | (3.6) | % | $ | 6.3 | 1.4 | % | |||||||||||||||
General and administrative expenses (2) | 32.9 | 24.6 | |||||||||||||||||||||
| Depreciation and amortization expense | 63.0 | 53.9 | |||||||||||||||||||||
| Pre-opening costs | 4.7 | 5.2 | |||||||||||||||||||||
| Other charges and gains | 0.6 | 3.3 | |||||||||||||||||||||
Store Operating Income Before Depreciation and Amortization (1)(2) | $ | 85.0 | 19.0 | % | $ | 93.3 | 20.6 | % | |||||||||||||||
(1)All percentages are expressed as a percentage of total revenues for the respective period presented.
(2)Certain fiscal 2024 amounts were reclassified to align with the fiscal 2025 presentation. See Note 1 to the consolidated financial statements for further discussion.
22
DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Results of Operations
Revenues - Selected revenue data and store data for the periods indicated are as follows:
| Three Months Ended | |||||||||||||||||
| November 4, 2025 | November 5, 2024 | Change | |||||||||||||||
Comparable store revenues (1) | $ | 389.6 | $ | 406.0 | $ | (16.4) | |||||||||||
Noncomparable store revenues (1) | 49.1 | 29.8 | 19.3 | ||||||||||||||
Other revenues and deferrals (1)(2) | 9.5 | 17.2 | (7.7) | ||||||||||||||
| Total revenues | $ | 448.2 | $ | 453.0 | $ | (4.8) | |||||||||||
| Comparable store operating weeks | 2,730 | 2,730 | — | ||||||||||||||
| Noncomparable store operating weeks | 394 | 236 | 158 | ||||||||||||||
| Total store operating weeks | 3,124 | 2,966 | 158 | ||||||||||||||
(1)Revenues in the 2024 period of $4.0M and $0.2M for our comparable and noncomparable stores, respectively, have been reclassified to other revenues and deferrals to be consistent with the presentation for the 2025 period. These revenues represent deferred revenue and gift card breakage amounts that were historically recorded at the store level for our Main Event stores. After these reclassifications, the comparable store revenues and noncomparable store revenues reflect point-of-sale transactions for each period allowing for a more accurate comparison of store level results for the comparable periods presented.
(2)Includes changes in deferred entertainment revenue, gift card deferrals and certain other revenues not associated with stores.
The table below represents our revenue mix for the fiscal periods indicated:
| Three Months Ended | |||||||||||||||||
| November 4, 2025 | November 5, 2024 | ||||||||||||||||
| Entertainment revenues | $ | 279.4 | 62.3 | % | $ | 294.6 | 65.0 | % | |||||||||
| Food revenues | 115.1 | 25.7 | % | 106.6 | 23.5 | % | |||||||||||
| Beverage revenues | 53.7 | 12.0 | % | 51.8 | 11.5 | % | |||||||||||
| Total | $ | 448.2 | 100.0 | % | $ | 453.0 | 100.0 | % | |||||||||
Total revenues for the third quarter of 2025 decreased $4.8 to $448.2 compared to $453.0 for the third quarter of 2024. The decrease in revenue was primarily attributable to a $16.4 decrease in comparable store sales and a decrease of $7.7 in other noncomparable revenues, partially offset by a $19.3 increase in new store revenues. The decrease in comparable store revenues was due to a reduction in walk-in business relative to the prior year period. The change in other revenues and deferrals reflected breakage on unredeemed game play credits and tickets corresponding to guest redemption patterns over time. See Revenue Recognition at Note 1 to the unaudited consolidated financial statements for discussion of revenue recognition associated with game play credits and tickets.
Cost of products
The total cost of products decreased to $63.5 for the third quarter of 2025 compared to $67.8 for the third quarter of 2024. The total cost of products as a percentage of total revenues decreased to 14.2% for the third quarter of 2025 compared to 15.0% for the third quarter of 2024. The decrease in total cost of products as a percentage of total revenues was associated with declines in both entertainment and food and beverage cost of sales, partially offset by a higher mix of food and beverage revenue.
Cost of entertainment decreased to $21.6 in the third quarter of 2025 compared to $25.1 in the third quarter of 2024. The cost of entertainment, as a percentage of entertainment revenues, decreased to 7.7% for the third quarter of 2025 from 8.5% in the third quarter of 2024. The decrease was primarily attributable to vendor cost savings and lower redemptions due to certain ticket payout adjustments and redemption center pricing changes.
Cost of food and beverage products decreased to $41.9 for the third quarter of 2025 compared to $42.7 for the third quarter of 2024. Cost of food and beverage products, as a percentage of food and beverage revenues, decreased to 24.8% for the third quarter of 2025 from 27.0% for the third quarter of 2024. The decrease was primarily attributable to offering fewer discounts compared with the prior period, continued supply chain and ingredient optimization, and a more favorable mix of products sold.
23
DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Operating payroll and benefits
Total operating payroll and benefits was $124.9 in the third quarter of 2025 compared to $120.9 in the third quarter of 2024. The $4.0 increase was primarily related to wage increases associated with noncomparable stores. The total cost of operating payroll and benefits as a percentage of total revenues was 27.9% in the third quarter of 2025 compared to 26.7% in the third quarter of 2024.
Other store operating expenses
Other store operating expenses increased to $174.8 in the third quarter of 2025 compared to $171.0 in the third quarter of 2024. Of the $3.8 increase, $2.6 was related to new stores, $2.7 was related to non-capitalizable games maintenance, systems costs and other preventative maintenance costs, partially offset by $1.3 in lower marketing expense. Other store operating expense as a percentage of total revenues increased to 39.0% in the third quarter of 2025 compared to 37.7% in the third quarter of 2024.
General and administrative expenses
General and administrative expenses increased to $32.9 in the third quarter of 2025 compared to $24.6 in the third quarter of 2024. The increase in general and administrative expenses in 2025 was driven primarily higher share-based compensation of $8.9. See Note 6 to the consolidated financial statements for share-based compensation by period presented. General and administrative expenses as a percentage of total revenues increased to 7.3% in the third quarter of 2025 compared to 5.4% in the third quarter of 2024.
Depreciation and amortization expense
Depreciation and amortization expense increased to $63.0 in the third quarter of 2025 compared to $53.9 in the third quarter of 2024, primarily due to new store openings and remodels.
Pre-opening costs
Pre-opening costs decreased to $4.7 in the third quarter of 2025 compared to $5.2 in the third quarter of 2024, primarily due to the timing of costs in our pipeline of new stores for each period.
Interest expense, net
Interest expense, net increased to $40.2 in the third quarter of 2025 compared to $32.9 in the third quarter of 2024 due primarily to incremental interest expense associated with the sale-leaseback transactions, partially offset by a decrease in interest rates on our Credit Facility. See further discussion of the Company's debt activity and failed sale-leaseback transaction at Note 4 and Note 3, respectively, to the consolidated financial statements.
Loss on debt refinancing
Loss on debt refinancing was $15.2 million in the third quarter of 2024 as a result of an amendment to our Credit Facility. See further discussion at Note 4 to the unaudited consolidated financial statements.
Provision for income taxes
The effective tax rate for the third quarter of 2025 was 25.4% compared to 21.8% for the third quarter of 2024. For the third quarter of 2025, tax credits and the federal benefit of the loss produced a significant tax benefit that outweighed state tax expense and other items. In comparison to the third quarter of 2024, these items were absorbed over a smaller, negative pre-tax base, which resulted in a lower, more normalized rate.
On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States. The legislation includes the permanent extension of certain provisions from the Tax Cuts and Jobs Act, changes to international tax rules, and the restoration of favorable treatment for certain business tax provisions, most notably 100% bonus depreciation on qualified assets and interest expense deductibility, with various effective dates beginning in 2025. We have reflected the impact of the enacted provisions, primarily affecting deferred tax liability and income tax receivable balances, in our consolidated balance sheet. The legislation did not have a material impact on our income tax expense or effective tax rate for the quarter. We continue to evaluate the broader effects of the legislation as further guidance is issued.
24
DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Nine Months Ended November 4, 2025 (the “2025 period”) Compared to the Nine Months Ended November 5, 2024 (the “2024 period”)
Results of operations
The following table sets forth selected data for the periods indicated. All information, except for Company-owned stores at the end of the period, is derived from the accompanying Consolidated Statements of Comprehensive Income.
| Nine Months Ended | |||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | ||||||||||||||||||||||
| Entertainment revenues | $ | 1,010.5 | 64.2 | % | $ | 1,056.0 | 66.1 | % | |||||||||||||||
| Food and beverage revenues | 562.7 | 35.8 | % | 542.2 | 33.9 | % | |||||||||||||||||
| Total revenues | 1,573.2 | 100.0 | % | 1,598.2 | 100.0 | % | |||||||||||||||||
Cost of entertainment (1) | 81.4 | 8.1 | % | 91.2 | 8.6 | % | |||||||||||||||||
Cost of food and beverage (1) | 140.7 | 25.0 | % | 145.7 | 26.9 | % | |||||||||||||||||
| Total cost of products | 222.1 | 14.1 | % | 236.9 | 14.8 | % | |||||||||||||||||
| Operating payroll and benefits | 398.6 | 25.3 | % | 393.7 | 24.6 | % | |||||||||||||||||
Other store operating expenses (2) | 550.1 | 35.0 | % | 517.6 | 32.4 | % | |||||||||||||||||
General and administrative expenses (2) | 89.2 | 5.7 | % | 80.6 | 5.0 | % | |||||||||||||||||
| Depreciation and amortization expenses | 191.4 | 12.2 | % | 174.2 | 10.9 | % | |||||||||||||||||
| Pre-opening costs | 14.8 | 0.9 | % | 12.6 | 0.8 | % | |||||||||||||||||
Other charges and gains (2) | 7.0 | 0.4 | % | 6.3 | 0.4 | % | |||||||||||||||||
| Total operating costs | 1,473.2 | 93.6 | % | 1,421.9 | 89.0 | % | |||||||||||||||||
| Operating income | 100.0 | 6.4 | % | 176.3 | 11.0 | % | |||||||||||||||||
| Interest expense, net | 115.7 | 7.4 | % | 99.9 | 6.3 | % | |||||||||||||||||
| Loss on debt refinancing | — | — | % | 15.2 | 1.0 | % | |||||||||||||||||
| Income (loss) before provision for income taxes | (15.7) | (1.0) | % | 61.2 | 3.8 | % | |||||||||||||||||
| Provision for income taxes | (6.7) | (0.4) | % | 12.2 | 0.8 | % | |||||||||||||||||
| Net income (loss) | $ | (9.0) | (0.6) | % | $ | 49.0 | 3.1 | % | |||||||||||||||
| Company-owned stores at end of period | 241 | 227 | |||||||||||||||||||||
(1)All percentages are expressed as a percentage of total revenues for the respective period presented, except cost of entertainment, which is expressed as a percentage of entertainment revenues, and cost of food and beverage, which is expressed as a percentage of food and beverage revenues.
(2)We reclassified certain costs and gains for the 2024 period from “Other store operating expenses” and “General and administrative expenses” to “Other charges and gains.” See Note 1 to the consolidated financial statements for further discussion.
25
DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA
The following table reconciles Net income (loss) to Adjusted EBITDA for the periods indicated:
| Nine Months Ended | |||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | ||||||||||||||||||||||
Net income (loss) (1) | $ | (9.0) | (0.6) | % | $ | 49.0 | 3.1 | % | |||||||||||||||
| Interest expense, net | 115.7 | 99.9 | |||||||||||||||||||||
| Loss on debt refinancing | — | 15.2 | |||||||||||||||||||||
| Provision for income taxes | (6.7) | 12.2 | |||||||||||||||||||||
| Depreciation and amortization expense | 191.4 | 174.2 | |||||||||||||||||||||
Share-based compensation (2) | 19.8 | 9.1 | |||||||||||||||||||||
Transaction and integration costs (3) | 0.6 | 1.4 | |||||||||||||||||||||
System implementation costs (4) | 3.0 | 9.5 | |||||||||||||||||||||
Other items, net (5) | 10.4 | 8.5 | |||||||||||||||||||||
Adjusted EBITDA, a non-GAAP measure (1) | $ | 325.2 | 20.7 | % | $ | 379.0 | 23.7 | % | |||||||||||||||
(1)All percentages are expressed as a percentage of total revenues for the respective period presented.
(2)Non-cash share-based compensation expense, net of forfeitures, recorded in General and administrative expenses on the Consolidated Statements of Comprehensive Income.
(3)Transaction and integration costs related to the acquisition and integration of Main Event recorded in Other charges and gains on the Consolidated Statements of Comprehensive Income.
(4)System implementation costs represent expenses incurred related to the development of new enterprise resource planning, human capital management and inventory software for our stores and store support teams. These charges are recorded in Other charges and gains on the Consolidated Statements of Comprehensive Income.
(5)The amount for the 2025 period primarily consisted of $2.6 of discretionary retention incentives, $2.0 of one-time, third-party legal consulting fees, $0.9 in legal settlements, $0.8 of severance costs and a $4.0 loss on property and equipment transactions. The amount for the 2024 period primarily consisted of $10.3 of one-time, third-party consulting fees and $1.3 severance and restructuring charges, partially offset by a $3.0 gain on property and equipment transactions. The third-party consulting fees for the 2025 period are not part of our ongoing operations and were incurred in association with a change in leadership to execute a discrete, project-based strategic initiative aimed at analyzing and summarizing growth opportunities for the Company. The third-party consulting fees for the 2024 period were not part of our ongoing operations and were incurred to execute two related, discrete, and project-based strategic initiatives aimed at transforming our marketing strategy and one discrete, project-based initiative to transform our supply chain operational efficiency. The transformative nature, narrow scope, and limited duration of these incremental consulting fees are not reflective of the ordinary course expenses incurred to operate our business. Third-party consulting fees, discretionary retention incentives and severance costs are included in General and administrative expenses on the Consolidated Statements of Comprehensive Income. (Gain) loss on property and equipment transactions is included in Other charges and gains on the Consolidated Statements of Comprehensive Income.
Store Operating Income Before Depreciation and Amortization
The following table reconciles Operating income to Store Operating Income Before Depreciation and Amortization for the periods indicated:
| Nine Months Ended | |||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | ||||||||||||||||||||||
Operating income (1)(2) | $ | 100.0 | 6.4 | % | $ | 176.3 | 11.0 | % | |||||||||||||||
General and administrative expenses (2) | 89.2 | 80.6 | |||||||||||||||||||||
| Depreciation and amortization expense | 191.4 | 174.2 | |||||||||||||||||||||
| Pre-opening costs | 14.8 | 12.6 | |||||||||||||||||||||
Other charges and gains (2) | 7.0 | 6.3 | |||||||||||||||||||||
Store Operating Income Before Depreciation and Amortization, a non-GAAP measure (1)(2) | $ | 402.4 | 25.6 | % | $ | 450.0 | 28.2 | % | |||||||||||||||
(1)All percentages are expressed as a percentage of total revenues for the respective period presented.
(2)Certain fiscal 2024 amounts were reclassified to align with the fiscal 2025 presentation. See Note 1 to the consolidated financial statements for further discussion.
26
DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Results of Operations
Revenues - Selected revenue data and store data for the periods indicated are as follows:
| Nine Months Ended | |||||||||||||||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | Change | |||||||||||||||||||||||||||||||||
Comparable store revenues (1)(2) | $ | 1,397.2 | $ | 1,478.7 | $ | (81.5) | |||||||||||||||||||||||||||||
Noncomparable store revenues (1)(2) | 149.3 | 94.7 | 54.6 | ||||||||||||||||||||||||||||||||
Other noncomparable revenues (2)(3) | 26.7 | 24.8 | 1.9 | ||||||||||||||||||||||||||||||||
| Total revenues | $ | 1,573.2 | $ | 1,598.2 | $ | (25.0) | |||||||||||||||||||||||||||||
Comparable store operating weeks (1) | 8,190 | 8,250 | (60) | ||||||||||||||||||||||||||||||||
Noncomparable store operating weeks (1) | 1,018 | 593 | 425 | ||||||||||||||||||||||||||||||||
| Total store operating weeks | 9,208 | 8,843 | 365 | ||||||||||||||||||||||||||||||||
(1)During the second quarter of 2024, we adjusted our period close from Sunday to Tuesday of each week (see further discussion at Note 1). This adjustment had the effect of adding 59 store operating weeks for our comparable stores and ten weeks for our noncomparable stores for the 2024 period.
(2)Revenues in the 2024 period of $5.3M and $0.3M for our comparable and noncomparable stores, respectively, have been reclassified to other revenues and deferrals to be consistent with the presentation for the 2025 period. These revenues represent deferred revenue and gift card breakage amounts that were historically recorded at the store level for our Main Event stores. After these reclassifications, the comparable store revenues and noncomparable store revenues reflect point-of-sale transactions for each period allow for a more accurate comparison of store level results for the comparable periods presented.
(3)Includes changes in deferred entertainment revenues, gift card deferrals and certain other revenues not associated with stores.
The table below represents our revenue mix for the fiscal periods indicated:
| Nine Months Ended | |||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | ||||||||||||||||||||||
| Entertainment revenues | $ | 1,010.5 | 64.2 | % | $ | 1,056.0 | 66.1 | % | |||||||||||||||
| Food revenues | 388.6 | 24.7 | % | 370.4 | 23.2 | % | |||||||||||||||||
| Beverage revenues | 174.1 | 11.1 | % | 171.8 | 10.7 | % | |||||||||||||||||
| $ | 1,573.2 | 100.0 | % | $ | 1,598.2 | 100.0 | % | ||||||||||||||||
Total revenues for the 2025 period decreased $25.0, or 1.6%, to $1,573.2 compared to $1,598.2 for the 2024 period. The decrease in revenue was primarily attributable to an $81.5 decrease in comparable store sales, partially offset by a $54.6 increase in noncomparable store revenues, and an increase of $1.9 in other noncomparable revenues. The decrease in comparable store revenues was due to a reduction in walk-in business relative to the prior year period and a decrease in the number of operating weeks as a result of the change in fiscal calendar during the 2024 period. The change in other noncomparable revenues reflects breakage on unredeemed game play credits and tickets corresponding to guest redemption patterns over time. See Revenue Recognition at Note 1 to the unaudited consolidated financial statements for a discussion of revenue recognition associated with game play credits and tickets.
Cost of products - The total cost of products was $222.1 for the 2025 period and $236.9 for the 2024 period. The total cost of products as a percentage of total revenues decreased to 14.1% for the 2025 period compared to 14.8% for the 2024 period. The decrease in total cost of products as a percentage of total revenues was associated with declines in both entertainment and food and beverage cost of sales, partially offset by a higher mix of food and beverage revenue.
Cost of entertainment decreased to $81.4 in the 2025 period compared to $91.2 in the 2024 period. The cost of entertainment, as a percentage of entertainment revenues, decreased to 8.1% for the 2025 period from 8.6% in the 2024 period. The decrease was primarily attributable to vendor cost savings and lower redemptions due to ticket payout adjustments and redemption center pricing changes.
Cost of food and beverage products decreased to $140.7 for the 2025 period compared to $145.7 for the 2024 period. Cost of food and beverage products as a percentage of food and beverage revenues decreased to 25.0% for the 2025 period from 26.9% for the 2024 period. The decrease was primarily attributable to offering fewer discounts compared with the prior period, continued supply chain and ingredient optimization, and a more favorable mix of products sold.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Operating payroll and benefits
Total operating payroll and benefits increased to $398.6 in the 2025 period compared to $393.7 in the 2024 period. The $4.9 increase was primarily due to a $12.3 increase associated with noncomparable stores, partially offset by labor efficiencies. The total cost of operating payroll and benefits as a percentage of total revenues for 2025 was 25.3% compared to 24.6% in 2024.
Other store operating expenses
Other store operating expenses increased to $550.1 in the 2025 period compared to $517.6 in the 2024 period. Of the $32.5 increase, $21.1 was related to noncomparable stores, $9.9 was related to increases in non-capitalizable games maintenance, systems costs and other preventative maintenance costs, and the balance of the increase was related to higher marketing spend, occupancy costs, and a favorable self-insurance reserve adjustment recognized in the prior year. Other store operating expense as a percentage of total revenues increased to 35.0% in the 2025 period compared to 32.4% in the 2024 period.
General and administrative expenses
General and administrative expenses increased to $89.2 in the 2025 period compared to $80.6 in the 2024 period. The increase in general and administrative expenses in 2025 was driven primarily by higher share-based compensation of $19.8, largely offset by system maintenance costs and other non-recurring and restructuring items. See Note 6 to the consolidated financial statements for share-based compensation by period presented. General and administrative expenses as a percentage of total revenues were 5.7% in the 2025 period compared to 5.0% in the 2024 period due primarily to the reasons noted above.
Depreciation and amortization expense
Depreciation and amortization expense increased to $191.4 in the 2025 period from $174.2 in the 2024 period, primarily due to new store openings and remodels.
Pre-opening costs
Pre-opening costs increased to $14.8 in the 2025 period compared to $12.6 in the 2024 period. This increase was primarily due to the timing of costs in our pipeline of new stores for each period.
Other charges and gains
Other charges and gains increased to $7.0 in the 2025 period compared to $6.3 in the 2024 period primarily due to the write-off of certain assets, partially offset by decreased system implementation costs.
Interest expense, net
Interest expense, net increased to $115.7 in the 2025 period compared to $99.9 in the 2024 period due primarily to incremental interest expense associated with sale-leaseback transactions and borrowings outstanding under our Credit Agreement, partially offset by a decrease in interest rates on our Credit Facility. See further discussion of the Company's debt activity and failed sale-leaseback transaction at Note 4 and Note 3, respectively, to the unaudited consolidated financial statements.
Loss on debt refinancing
Loss on debt refinancing was $15.2 million in the third quarter of 2024 as a result of an amendment to our Credit Facility. See further discussion at Note 4 to the unaudited consolidated financial statements.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Provision for income taxes
The effective tax rate for the 2025 period was 42.7%, compared to 19.9% for the 2024 period. The effective tax rate increase for the 2025 period in comparison to the 2024 period was impacted by a shift from pre-tax income to a pre-tax loss and the relative impact of tax credits, state taxes and permanent items was amplified against a negative base. For the 2025 period, tax credits and the federal benefit of the loss produced a significant tax benefit that outweighed state tax expense and other items, in comparison to prior year these items were absorbed over a larger, positive pre-tax base, resulting in a lower, more normalized rate.
On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States. The legislation includes the permanent extension of certain provisions from the Tax Cuts and Jobs Act, changes to international tax rules, and the restoration of favorable treatment for certain business tax provisions, most notably 100% bonus depreciation on qualified assets and interest expense deductibility, with various effective dates beginning in 2025. We have reflected the impact of the enacted provisions, primarily affecting deferred tax liability and income tax receivable balances, in our consolidated balance sheet. The legislation did not have a material impact on our income tax expense or effective tax rate for the quarter. We continue to evaluate the broader effects of the legislation as further guidance is issued.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Liquidity and Capital Resources
Credit Facility
In fiscal 2022, the D&B Inc. entered into a senior secured credit agreement (as amended from time to time, the “Credit Agreement”) that provides for a revolving credit facility and a term loan facility (together with the Revolving Credit Facility, the “Credit Facility”). On November 1, 2024, D&B Inc. entered into an amendment with its banking syndicate, which amended the Credit Agreement (the “Fourth Amendment”). The Credit Facility is unconditionally guaranteed by D&B Holdings and certain of D&B Inc.’s existing and future wholly owned material domestic subsidiaries.
The Fourth Amendment, among other things:
•provided for a new tranche of term loans in an aggregate principal amount of $700.0 (the “Incremental Term B Loans”) with a maturity date of November 1, 2031, and
•increased the Revolving Credit Facility by $400.0 to a total of $650.0 and extended the maturity date to November 1, 2029.
The proceeds from the Incremental Term B Loans were primarily used to:
•redeem all $440.0 of outstanding senior secured notes (see 7.625% Senior Secured Notes below), and
•pay down $200.0 of the term loans outstanding under the Credit Facility immediately prior to the Fourth Amendment (the “Existing Term B Loans”).
Both the Existing Term B Loans and the Incremental Term B Loans bear interest at Term SOFR or ABR (each, as defined in the amended Credit Agreement) plus (i) in the case of Term SOFR loans, 3.25% per annum and (ii) in the case of ABR loans, 2.25% per annum. Borrowings under the Revolving Credit Facility bear interest subject to a pricing grid based on net total leverage, at Term SOFR plus a spread ranging from 2.50% to 3.00% per annum or ABR plus a spread ranging from 1.50% to 2.00% per annum. Unused commitments under the Revolving Credit Facility incur initial commitment fees of 0.30% to 0.50%. Additionally, the interest rate margin applicable to the Existing Term B Loans and loans outstanding under the Revolving Credit Facility are subject to an additional 0.25% step-down if a rating of B1/B+ or higher from Moody’s and S&P is achieved (which will step up if such rating is subsequently not maintained).
A portion of the Revolving Credit Facility not to exceed $35.0 is available for the issuance of letters of credit. As of November 4, 2025, we had letters of credit outstanding of $13.7 and an unused commitment balance of $428.3 under the Revolving Credit Facility. The Credit Facility may be increased through incremental facilities, by an amount equal to the greater of (i) $400.0 and (ii) 0.75 times trailing twelve-month Adjusted EBITDA, as defined in the Credit Facility, plus additional amounts subject to compliance with applicable leverage ratio and/or interest coverage ratio requirements.
7.625% Senior Secured Notes
During fiscal 2020, the Company issued $550.0 aggregate principal amount of 7.625% senior secured notes (the “Notes”). During fiscal 2021, the Company redeemed a total of $110.0 outstanding principal amount of the Notes. In November 2024, using the proceeds from the Fourth Amendment discussed above, the Company redeemed the remaining $440.0 outstanding principal amount of the Notes.
Sale-leaseback transactions
The Company has entered into sale and master lease agreements (a “sale leaseback”) with unrelated third parties. Under these agreements, the Company has sold certain store properties, including land, buildings and certain improvements and then leased the assets back through the sale-leaseback transactions.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
The sale-leaseback transactions were accounted for as failed sale leasebacks based on GAAP under ASC 842, Leases. As a result, the store property assets remained on the Consolidated Balance Sheet at their historical net book value and are depreciated over the remaining term of the applicable master lease. Financing liabilities were recognized in the amount of the proceeds received, net of certain transactions costs. The Company does not recognize rent expense related to the leased assets. Instead, monthly rent payments under the applicable master lease agreement are recorded as interest expense and a reduction of the outstanding liability.
Refer to Note 3 to the unaudited consolidated financial statements for further discussion of these transactions.
Interest expense
The following table sets forth our recorded interest expense, net for the periods presented:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| November 4, 2025 | November 5, 2024 | November 4, 2025 | November 5, 2024 | |||||||||||||||||||||||
| Interest expense on debt | $ | 31.9 | $ | 28.5 | $ | 95.9 | $ | 88.3 | ||||||||||||||||||
| Amortization of debt issue discounts and issuance costs | 2.3 | 2.8 | 6.7 | 8.4 | ||||||||||||||||||||||
Interest expense on sale-leaseback transactions (1) | 6.2 | 2.5 | 15.8 | 5.4 | ||||||||||||||||||||||
Interest expense on finance leases (1) | 0.6 | — | 0.8 | — | ||||||||||||||||||||||
| Interest income | — | (0.1) | (0.5) | (0.4) | ||||||||||||||||||||||
| Capitalized interest | (0.8) | (0.8) | (3.0) | (1.8) | ||||||||||||||||||||||
| Total interest expense, net | $ | 40.2 | $ | 32.9 | $ | 115.7 | $ | 99.9 | ||||||||||||||||||
(1) See discussion of failed sale-leaseback transactions and finance leases at Note 3 to the unaudited consolidated financial statements.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Credit Adjusted EBITDA and Net Total Leverage Ratio.
Credit Adjusted EBITDA, a non-GAAP measure, represents net loss plus certain items as defined at Adjusted EBITDA at Non-GAAP Financial Measures above, as well as certain other adjustments as defined in our Credit Agreement. These other adjustments include (i) entertainment revenue deferrals, (ii) the cost of new projects, including store pre-opening costs, (iii) business optimization expenses and other restructuring costs, and (iv) other costs and adjustments as permitted by the Debt Agreements. The following table reconciles Net income to Credit Adjusted EBITDA, as defined in our Credit Agreement for the period indicated:
| Trailing Four Quarters Ended November 4, 2025 | |||||
| Net income | $ | 0.3 | |||
| Add back: | |||||
| Interest expense, net | 151.1 | ||||
| Loss on debt refinancing | — | ||||
| Provision for income taxes | (7.3) | ||||
| Depreciation and amortization expense | 255.4 | ||||
Share-based compensation (1) | 15.3 | ||||
Transaction and integration costs (2) | 2.6 | ||||
System implementation costs (3) | 4.6 | ||||
Other items, net (4) | 30.4 | ||||
Pre-opening costs (5) | 20.9 | ||||
Credit Facility specific items, net (6) | 9.8 | ||||
| Credit Adjusted EBITDA, a non-GAAP measure | $ | 483.1 | |||
(1)See discussion of share-based compensation at Adjusted EBITDA above.
(2)See discussion of transaction and integration costs at Adjusted EBITDA above.
(3)See discussion of system implementation costs at Adjusted EBITDA above.
(4)Primarily consists of discretionary retention incentives, severance costs, (gain) loss on property and equipment transactions and certain third-party consulting fees. The third-party consulting fees are not part of our ongoing operations and were incurred to execute (i) two related, discrete, and project-based strategic initiatives aimed at transforming our marketing strategy, (ii) one discrete, project-based initiative to transform our supply chain operational efficiency and (iii) certain costs incurred in association with a change in leadership to execute a discrete, project-based strategic initiative aimed at analyzing and summarizing growth opportunities for the Company. The transformative nature, narrow scope, and limited duration of these incremental consulting fees are not reflective of the ordinary course expenses incurred to operate our business. Third-party consulting fees, discretionary retention incentives and severance costs are included in General and administrative expenses on the Consolidated Statements of Comprehensive Income. (Gain) loss on property and equipment transactions is included in Other charges and gains on the Consolidated Statements of Comprehensive Income.
(5)Represents costs incurred, primarily consisting of occupancy and payroll related expenses, associated with the opening of new stores. These costs are considered a “cost of new projects” as defined in our Credit Facility.
(6)Represents other adjustments allowed under our Credit Agreement in the determination of Net Total Leverage Ratio including i) amortization of software costs, ii) executive search fees, iii) public company costs, iv) estimated impact of remodels to financial performance and v) the proforma impact of certain leases that were reclassified as finance leases during fiscal 2025.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
The following table provides the Net Total Leverage Ratio calculation, as defined in our Credit Agreement as of and for the period indicated:
| As of, and for the Trailing Four Quarters Ended November 4, 2025 | |||||
| Credit Adjusted EBITDA (a) | $ | 483.1 | |||
Total debt (1) | $ | 1,593.0 | |||
| Less: Cash and cash equivalents | (13.6) | ||||
| Add: Outstanding letters of credit | 13.7 | ||||
| Net debt (b) | $ | 1,593.1 | |||
| Net Total Leverage Ratio (b / a) | 3.3 | x | |||
(1)Amount represents the face amount of debt outstanding, net of unamortized debt issuance costs and debt discounts, and balances outstanding under finance leases. See discussion of finance leases at Note 3 to the unaudited consolidated financial statements.
Dividends and Share Repurchases
In March 2023, our Board of Directors approved a share repurchase program with an initial authorized limit of $100.0. Subsequently, our Board of Directors approved additional repurchases for a total authorized limit of $600.0 under the plan as of November 4, 2025. During the nine months ended November 4, 2025, the Company repurchased 1.04 shares at an average of $23.03 per share. The remaining dollar value of shares that may be repurchased under the program was $104.1 as of November 4, 2025. Future decisions to repurchase shares continue to be at the discretion of the Board of Directors and will be dependent on our operating performance, financial condition, capital expenditure requirements and other factors that the Board of Directors considers relevant.
There have been no dividends declared or paid during 2025. Future decisions to pay cash dividends or repurchase shares continue to be at the discretion of the Board of Directors and will be dependent on our operating performance, financial condition, capital expenditure requirements, compliance with debt agreements and other factors that the Board of Directors considers relevant.
Cash and Cash Equivalents
As of November 4, 2025, the Company had cash and cash equivalents of $13.6. The Company can operate with a working capital deficit because cash from sales is usually received before related liabilities for product supplies, labor and services become due. Our operations do not require significant inventory or receivables, and we continually invest in our business through the growth of stores and operating improvement additions, which are reflected as non-current assets and not a part of working capital. Based on our current business plan, we believe our cash and cash equivalents, combined with expected cash flows from operations and available borrowings under our Revolving Credit Facility, should be sufficient not only for our operating requirements but also to enable us, in the aggregate, to finance our capital allocation strategy, including capital expenditures, through at least the next twelve months.
Cash Flow Activity
Operating Activities — Cash flow from operations typically provides us with a significant source of liquidity. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for products and services, team member compensation, occupancy, and other operating costs. Cash from operating activities is also subject to changes in working capital. Working capital at any specific point in time is subject to many variables, including seasonality, the timing of cash receipts and payments, and vendor payment terms.
Cash flow from operating activities decreased to $187.8 for the 2025 period compared to $203.4 for the 2024 period. The decrease was primarily driven by a decrease in net income (loss) and the timing changes in working capital.
Investing Activities — Cash flow used in investing decreased to $317.9 for the 2025 period from $359.9 for the 2024 period primarily due to a decrease in new store, remodel and maintenance expenditures, partially offset by an increase in capital expenditures related to gaming updates.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
The table below reflects accrual-based capital additions. Capital additions do not include any reductions for accrual-based leasehold incentives or sale-leaseback proceeds received.
| Nine Months Ended | |||||||||||
| November 4, 2025 | November 5, 2024 | ||||||||||
| New stores | $ | 142.6 | $ | 155.6 | |||||||
| Remodels and other initiatives | 47.9 | 148.9 | |||||||||
| Games | 47.0 | 15.2 | |||||||||
| Maintenance capital | 30.8 | 44.3 | |||||||||
| Total capital additions | $ | 268.3 | $ | 364.0 | |||||||
Payments from landlords - tenant improvements and lease incentives (1) | $ | 16.6 | $ | 16.3 | |||||||
Payments from landlords - sale leasebacks (2) | $ | 96.2 | $ | 73.3 | |||||||
(1) Amounts received from landlords as reimbursements for tenant improvements are included in cash provided by operating activities for operating leases or cash used in investing activities for finance leases in the Consolidated Statements of Cash Flows.
(2) See Note 3 for a discussion of sale-leaseback agreements.
Financing Activities — Cash flow provided by financing was $136.8 in the 2025 period primarily consisting of net debt proceeds and proceeds from sale-leaseback transactions, partially offset by share repurchases. Cash flow provided by financing activities of $127.8 in the 2024 period primarily consisted of net debt proceeds, proceeds from sale-leaseback transactions and proceeds from stock option exercises, partially offset by share repurchases.
Contractual Obligations and Commitments
There have been no material changes to our contractual obligations as reported on Form 10-K for the year ended February 4, 2025 except for sale-leaseback transactions discussed at Note 3 to the unaudited consolidated financial statements.
Accounting policies and estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosures of contingent assets and liabilities. These estimates and assumptions affect amounts of assets, liabilities, revenues and expenses and the disclosure of gain and loss contingencies at the date of the consolidated financial statements. Our current estimates are subject to change if different assumptions as to the outcome of future events were made. We evaluate our estimates and judgments on an ongoing basis, and we adjust our assumptions and judgments when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates we used in preparing the accompanying consolidated financial statements. A complete description of our critical accounting policies and estimates is included in our annual consolidated financial statements and the related notes in our Annual Report on Form 10-K for fiscal 2024.
Recent accounting pronouncements
Refer to Note 1 to the unaudited consolidated financial statements for information regarding new accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity Price Risk
We are exposed to market price fluctuation in food, beverage, supplies and other costs such as energy. Given the historical volatility of certain food product prices, including proteins, seafood, produce, dairy products, and cooking oil, these fluctuations can materially impact our food costs. While our purchasing commitments partially mitigate the risk of such fluctuations, there is no assurance that supply and demand factors such as disease or inclement weather will not cause the prices of the commodities used in our restaurant operations to fluctuate. Additionally, the cost of purchased materials may be influenced by tariffs and other trade regulations which are outside of our control. To the extent that we do not pass along cost increases to our customers, our results of operations may be adversely affected.
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DAVE & BUSTER’S ENTERTAINMENT, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in millions, except per share amounts; unaudited)
Interest Rate Risk
Our borrowings under the Credit Facility, discussed further at Note 4 to the unaudited consolidated financial statements, bear interest based on variable interest rates. As of November 4, 2025, the Company had $208.0 outstanding on its revolving facility and an outstanding balance of $1,384.0 on its term loan facility. The impact on our annual results of operations of a hypothetical one percentage point interest rate change on the outstanding balance of the Credit Facility as of November 4, 2025 would be approximately $15.9.
Inflation
Severe increases in inflation, whether due to imposed tariffs or standard economic conditions, could affect the United States or global economies and have an adverse impact on our business, financial condition and results of operation. If several of the various costs in our business experience inflation at the same time, such as commodity price increases beyond our ability to control and increased labor costs, we may not be able to adjust prices to sufficiently offset the effect of the various cost increases without negatively impacting consumer demand.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 promulgated under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There were no other changes to our internal control over financial reporting practices or processes that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting during our third quarter ended November 4, 2025.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding legal proceedings is incorporated by reference from Note 5 to our unaudited consolidated financial statements set forth in Part I of this report.
Item 1A. Risk Factors
See discussion in “Risk Factors” in Item 1A of the Company's Annual Report on Form 10-K for the year ended February 4, 2025. There have been no material changes from the information set forth in “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended February 4, 2025.
Item 2. Unregistered Sales of Equity Securities
Information regarding repurchase of our common stock during the nine months ended November 4, 2025:
Period (1) | Total Number of Shares Repurchased (2) (in millions) | Average Price Paid per Share (2) | Total Number of Shares Repurchased as Part of Publicly Announced Plans (2) (3) (in millions) | Approximate Dollar Value of Shares That May Yet Be Repurchased Under the Plans (4) (in millions) | ||||||||||||||||||||||
| February 5, 2025 to March 4, 2025 | 0.78 | $ | 24.2 | 0.78 | $ | 109.1 | ||||||||||||||||||||
| March 5, 2025 to April 8, 2025 | 0.26 | $ | 19.5 | 1.04 | $ | 104.1 | ||||||||||||||||||||
| April 9, 2025 to May 6, 2025 | — | $ | — | — | $ | — | ||||||||||||||||||||
| May 7, 2025 to June 3, 2025 | — | $ | — | — | $ | — | ||||||||||||||||||||
| June 4, 2025 to July 8, 2025 | — | $ | — | — | $ | — | ||||||||||||||||||||
| July 9, 2025 to August 5, 2025 | — | $ | — | — | $ | — | ||||||||||||||||||||
| August 6, 2025 to September 2, 2025 | — | $ | — | — | $ | — | ||||||||||||||||||||
| September 3, 2025 to October 7, 2025 | — | $ | — | — | $ | — | ||||||||||||||||||||
| October 8, 2025 to November 4, 2025 | — | $ | — | — | $ | — | ||||||||||||||||||||
(1)The Company uses a “4-5-4” calendar to determine the months in each quarter. The periods presented represent the 4-week and 5-week periods making up the nine months ended November 4, 2025.
(2)Represents cumulative shares repurchased under repurchase programs. Excludes shares withheld for tax purposes on behalf of our employees in connection with the vesting of time-based and performance-based restricted stock units.
(3)Our Board of Directors approved a share repurchase program in fiscal 2023, with approved increases during 2024. Under the program, the Company may repurchase shares on the open market, through privately negotiated transactions, and through trading plans designed to comply with Rule 10b5-1 of the Exchange Act, as amended. The share repurchase program(s) may be modified, suspended or discontinued at any time.
(4)Represents total cumulative share repurchase authorizations in effect, less cumulative purchases, at the end of each period presented.
Item 5. Other Information
Resignation of Director; Reduction in Board Size
On December 8, 2025, Hamish A. Dodds notified the Company of his resignation from the Company’s Board of Directors, effective immediately. Mr. Dodds’ resignation was not due to any disagreement with the Company or its management with respect to any matter relating to the Company’s operations, policies, or practices. With Mr. Dodds’ resignation, the Board of Directors determined on December 8, 2025 to decrease the number of seats on the Board of Directors from eight (8) to seven (7), effective immediately.
Appointment of President, Main Event brand
On December 8, 2025, the Company appointed Mr. Tony Wehner as its President, Main Event brand, effective January 1, 2026.
Mr. Wehner, 57, joined the Company through the acquisition of Main Event on June 29, 2022, and has served as Senior Vice President and Chief Operating Officer of the Company since July 2022. He served as Chief Operating Officer of Main Event from January 2021 to July 2022. Prior to that, Mr. Wehner served as Chief Executive Officer of BigShots Golf, a golf-themed entertainment venue, from January 2020 to January 2021, and Chief Operations Officer of Bar Louie,
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an American gastropub restaurant chain, from June 2017 to January 2020. He also previously held various operations roles with Logan’s Roadhouse, a roadhouse theme steakhouse chain from 2016 to 2017, On the Border LLC, a Mexican grill and cantina, from 2010 to 2015, and the Chili’s Grill & Bar and On the Border restaurant brands while at Brinker International, Inc., a leading casual dining restaurant company, from 1997 to 2008.
In connection with his appointment, the Company and Mr. Wehner have entered into an amended employment agreement (the “Wehner Amended Employment Agreement”) providing the following compensation terms: (i) an annualized base salary of $450,000 per year, (ii) an annual cash bonus with a target bonus of 80% of his annual salary, (iii) eligibility to participate in the Company’s Long-Term Incentive Program (the “LTIP”) with a target award equal to 60% of his base salary, (iv) a one-time grant of Restricted Stock Units with an aggregate grant date fair value of $200,000, (v) to receive such additional incentive grants as may be made to align Employee’s incentives with those of the Company’s Chief Executive Officer and executive leadership team, at the same time and on substantially similar terms as the executive team, in each case subject to the approval of the Board of Directors and the terms and conditions of the applicable equity plan and award agreements; and (vi) eligibility to participate in the Company’s employee benefit plans as in effect from time-to-time on the same basis as generally made available to other senior executives of the Company. Additionally, upon termination without “cause” by the Company or upon termination by Mr. Wehner due to “good reason” (as these terms are defined in the Wehner Amended Employment Agreement), subject to the execution of a release of claims and continued compliance with the restrictive covenants contained in the Wehner Amended Employment Agreement, Mr. Wehner is entitled to (i) continued payment of his annual base salary for 18 months, (ii) any unpaid bonus for a completed calendar year based on actual performance, (iii) a pro-rata bonus for the year of termination based on actual performance and (iv) continued payment of medical premiums for 12 months. Mr. Wehner has already entered into the Company’s standard officer indemnity agreement. The description of the Wehner Amended Employment Agreement is qualified in its entirety by the terms of the Wehner Amended Employment Agreement, a copy of which is attached as an exhibit to this report and incorporated by reference herein.
The Company is not aware of any arrangement or understanding between Mr. Wehner and any other person pursuant to which he was appointed as the position of President, Main Event brand. Mr. Wehner does not have any family relationships with any of the Company’s directors or executive officers or a direct or indirect material interest in any transaction or series of similar transactions that would require disclosure under Item 404(a) of Regulation S-K.
Appointment of Interim Chief Operations Officer, Dave & Buster’s brand
On December 8, 2025, the Company appointed Brian McCleary as Interim Chief Operations Officer, Dave & Buster’s brand, effective January 1, 2026. Mr. McCleary will succeed Mr. Wehner, who will transition out of his role as the Company’s Chief Operations Officer and into the role of President, Main Event brand, effective January 1, 2026, as discussed above.
Mr. McCleary, 52, has been Vice President, Operations of the Company since January 2017. Before his appointment as Vice President, he held several other positions in the Operations organization, including Regional Operations Director from January 2011 to January 2017 and General Manager from January 2004 to January 2001. Before Dave & Buster’s, Mr. McCleary served as a general manager with The Cheesesteak Factory, a restaurant chain, from May 2001 to January 2001. Between June 1997 and May 2001, he held positions as Expeditor (June 1997-September 1997), Manager (September 1997-March 1998), Senior Manager (March 1998-April 1999), and Assistant General Manager (April 1999-May 2001), with The Cheesesteak Factory.
The terms of Mr. McCleary’s compensation as Interim Chief Operations Officer, Dave & Buster’s brand, have yet to be determined. The Company will file a Form 8-K when such compensation has been determined.
The Company is not aware of any arrangement or understanding between Mr. McCleary and any other person pursuant to which he was appointed to the position of Interim Chief Operations Officer, Dave & Buster’s brand. Mr. McCleary does not have any family relationships with any of the Company’s directors or executive officers or a direct or indirect material interest in any transaction or series of similar transactions that would require disclosure under Item 404(a) of Regulation S-K.
Credit Agreement Amendment
On December 9, 2025, D&B Inc., Dave & Buster’s Holdings, Inc. (“Holdings”), the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent (the “Agent”) entered into the Fifth Amendment to Credit Agreement (the “Amendment”), which amended that certain Credit Agreement, dated June 29, 2022 (the “Credit Agreement” and the Credit Agreement, as amended by the First Amendment to Credit Agreement, dated as of June 30, 2023, the Second Amendment to Credit Agreement, dated as of January 19, 2024, the Third Amendment to Credit Agreement and Joinder Agreement, dated as of January 31, 2024, the Fourth Amendment to Credit Agreement, dated as of
37
November 1, 2024, and as further amended by the Amendment, the “Amended Credit Agreement”), by and among D&B Inc., Holdings, the additional borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto and the Agent. The Amendment, among other things, provides for (i) an increase in the maximum permitted net total leverage ratio of D&B Inc. and its restricted subsidiaries from 3.50:1.00 to 4.00:1.00 as of the end of each fiscal quarter when applicable to test the net total leverage ratio and (ii) so long as the net total leverage ratio of D&B Inc. and its restricted subsidiaries exceeds 3.00:1.00, an increase to the margin applicable to the revolving loans to, in the case of SOFR loans, 3.25% per annum and, in the case of ABR loans, 2.25% per annum.
The foregoing description of the Amendment is a summary and is therefore qualified in its entirety by the complete text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Insider Trading Arrangements
None of our officers or directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, adopted terminated
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Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 10.1*+ | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS | Inline XBRL Inline Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 101.SCH | Inline XBRL Inline Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Inline Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Inline Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Inline Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Inline Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||||
__________________
*Filed herewith
** Furnished herewith
+ Certain provisions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
39
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DAVE & BUSTER’S ENTERTAINMENT, INC., a Delaware corporation | ||||||||
Date: December 9, 2025 | By: | /s/ Tarun Lal | ||||||
Tarun Lal | ||||||||
| Chief Executive Officer | ||||||||
Date: December 9, 2025 | By: | /s/ Darin Harper | ||||||
Darin Harper | ||||||||
| Chief Financial Officer | ||||||||
40
Exhibit 10.1
FIFTH AMENDMENT TO CREDIT AGREEMENT
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of December 9, 2025, by and among DAVE & BUSTER’S HOLDINGS, INC., a Delaware corporation (“Holdings”), DAVE & BUSTER’S, INC., a Missouri corporation (“D&B” and the “Borrower Agent”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”), and each of the Revolving Facility Lenders party hereto (constituting the Required Revolving Facility Lenders). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Existing Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrower Agent, the other Borrowers and Guarantors party thereto from time to time, DBNY, as Administrative Agent and Collateral Agent, each Lender and Issuing Bank from time to time party thereto and the other parties party thereto have entered into the Credit Agreement, dated as of June 29, 2022 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the Fifth Amendment Effective Date (as defined below), the “Existing Credit Agreement”; and the Existing Credit Agreement, as amended by this Fifth Amendment on the Fifth Amendment Effective Date, the “Amended Credit Agreement”);
WHEREAS, in accordance with the provisions of Section 9.08(h) of the Existing Credit Agreement, the Borrower Agent has requested that the Existing Credit Agreement be amended as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:
SECTION 1.Amendments to Existing Credit Agreement.
Effective as of the Fifth Amendment Effective Date, Section 6.11 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
“With respect to the Revolving Facility only, except with the written consent of the Required Revolving Facility Lenders, permit the Net Total Leverage Ratio as of the last day of any Fiscal Quarter (beginning with the end of the first full Fiscal Quarter ending after the Closing Date), solely to the extent that on such date the Testing Condition is satisfied, to exceed 4.00 to 1.00.
Notwithstanding anything herein to the contrary, on and after the Fifth Amendment Effective Date, the Applicable Margin with respect to Initial Revolving Loans that are ABR Loans and SOFR Loans shall be increased by 0.25% per annum (x) at any time that the Net Total Leverage Ratio (determined by reference to the Net Total Leverage Ratio set forth in the then most recent Compliance Certificate received by the Administrative Agent) exceeds 3.00 to 1.00, and such increase shall only be effective for so long as the Net Total Leverage Ratio exceeds 3.00 to 1.00 and (y) without duplication of any increases pursuant to preceding clause (x), as of the first Business Day after the date on which any annual or quarterly financial statement was required to have been delivered
pursuant to Section 5.04(a) or Section 5.04(b) but was not delivered (or the Compliance Certificate related to such financial statements was required to have been delivered pursuant to Section 5.04(c) but was not delivered), commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the date on which such financial statements (or, if later, the certificate of a Financial Officer related to such financial statements) are delivered.
SECTION 2.Conditions of Effectiveness of this Fifth Amendment. This Fifth Amendment shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “Fifth Amendment Effective Date”):
(a)Holdings, the Borrower Agent, the Administrative Agent and Revolving Facility Lenders collectively constituting the Required Revolving Facility Lenders, shall have duly executed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent (or its designee); and
(b)the representations and warranties set forth in Section 4 shall be true and correct in all material respects as of the Fifth Amendment Effective Date.
SECTION 3.Costs and Expenses. The Borrower Agent hereby reconfirms its obligations pursuant to, and subject to the limitations set forth in, Section 9.05(a) of the Existing Credit Agreement to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees, charges and disbursements of White & Case LLP) incurred in connection with the preparation, negotiation, execution and delivery of this Fifth Amendment and all other documents and instruments delivered in connection herewith.
SECTION 4.Representations and Warranties. To induce the Administrative Agent and the Revolving Facility Lenders to enter into this Fifth Amendment each of the Borrower Agent and (solely with respect to the representations and warranties in clauses (a), (b)(i), (b)(ii)(I)(x), (c), (d) and (e) below) Holdings hereby represent and warrant that, immediately after giving effect to this Fifth Amendment:
(a)it has all requisite organizational power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute and deliver this Fifth Amendment and perform its obligations under this Fifth Amendment and the Amended Credit Agreement;
(b)the execution and delivery by it of this Fifth Amendment and the performance by it of its obligations under this Fifth Amendment and the Amended Credit Agreement, (i) has been duly authorized by all corporate, stockholder, partnership, limited liability company action or similar action required to be obtained by Holdings and the Borrower Agent and (ii) will not (I) violate (w) any provision of law, statute, rule or regulation applicable to the Borrower Agent, (x) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of Holdings and the Borrower Agent, (y) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to the Borrower Agent or (z) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which the Borrower Agent is a party or by which it or any of its property is or may be bound, (II) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give
2
rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in sub-clause (I) or (II) of this Section 4(b) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (III) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower Agent, other than the Liens created by the Loan Documents and Permitted Liens;
(c)it has duly executed and delivered this Fifth Amendment and this Fifth Amendment, the Amended Credit Agreement and each other Loan Document to which it is a party constitutes the legal, valid and binding obligation of such party enforceable against the Borrower Agent and Holdings, as applicable, in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii) implied covenants of good faith and fair dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests of Foreign Subsidiaries that are not Loan Parties;
(d)the representations and warranties made by it in each of the Loan Documents shall be true and correct in all material respects as of the Fifth Amendment Effective Date, in each case, with the same effect as though made on and as of the Fifth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and
(e)no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Fifth Amendment and the Amended Credit Agreement.
SECTION 5.Reference to and Effect on the Existing Credit Agreement and the Loan Documents.
(a)On and after the Fifth Amendment Effective Date, (i) this Fifth Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents, and (ii) each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement.
(b)The Amended Credit Agreement and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure and the liens and security interests created and granted thereunder shall continue to be valid and continuing, and the Guarantees by the Guarantors do and shall continue to guarantee, the payment of all Obligations of the applicable Loan Parties under the Amended Credit Agreement and the other Loan Documents.
(c)The execution, delivery and effectiveness of this Fifth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or
3
the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
(d)Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith.
SECTION 6.Applicable Law, Jurisdiction, Etc. THIS FIFTH AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE AND AT LAW OR IN EQUITY) BASED UPON, ARISING OUT OF OR RELATING TO THIS FIFTH AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW. SECTIONS 9.11 AND 9.15 OF THE EXISTING CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN AS IF SUCH SECTIONS APPEARED HEREIN, MUTATIS MUTANDIS.
SECTION 7.Counterparts. This Fifth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery by facsimile, .pdf or electronic transmission of an executed counterpart of a signature page to this Fifth Amendment shall be effective as delivery of an original executed counterpart of this Fifth Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Fifth Amendment or any document to be signed in connection with this Fifth Amendment shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. For the avoidance of doubt, the immediately preceding sentence also applies to any amendment, extension or renewal of this Fifth Amendment.
SECTION 8.Lender Consent Fee; Expenses. The Borrower Agent shall pay within three (3) Business Days after the Fifth Amendment Effective Date, by wire transfer of immediately available funds, (i) to each Revolving Facility Lender party hereto 0.10% of the aggregate Revolving Facility Commitments of such Lender as of the Fifth Amendment Effective Date and (ii) any other expenses required to be paid in connection with the Fifth Amendment Effective Date.
[The remainder of this page is intentionally left blank.]
4
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Fifth Amendment as of the date above written.
DAVE & BUSTER’S HOLDINGS, INC.,
as Holdings
as Holdings
By: /s/ Darin Harper
Name: Darin Harper
Title: Chief Financial Officer
Name: Darin Harper
Title: Chief Financial Officer
DAVE & BUSTER’S, INC., as the Borrower Agent
By: /s/ Rodolfo Rodriguez Jr.
Name: Rodolfo Rodribuez Jr.
Title: SVP, Chief Legal Officer
Name: Rodolfo Rodribuez Jr.
Title: SVP, Chief Legal Officer
[Signature Page to Fifth Amendment to Dave & Buster’s Credit Agreement]
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By:/s/Philip Trancorra
Name: Philip Trancorra
Title: Director
Title: Director
By:/Suzan Onal
Name: Suzan Onal
Title: Director
Title: Director
[Signature Page to Fifth Amendment to Dave & Buster’s Credit Agreement]
[LENDER], as a Revolving Facility Lender
By:
Name:
Title:
Title:
[Lender Signature Pages on file with the Administrative Agent.]
[Signature Page to Fifth Amendment to Dave & Buster’s Credit Agreement]
Exhibit 31.1
CERTIFICATION
I, Tarun Lal, Chief Executive Officer of Dave & Buster’s Entertainment, Inc., certify that:
1.I have reviewed this quarterly report on Form 10-Q of Dave & Buster’s Entertainment, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 9, 2025 | /s/ Tarun Lal | ||||
Tarun Lal | |||||
| Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION
I, Darin Harper, Chief Financial Officer of Dave & Buster’s Entertainment, Inc., certify that:
1.I have reviewed this quarterly report on Form 10-Q of Dave & Buster’s Entertainment, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 9, 2025 | /s/ Darin Harper | ||||
Darin Harper | |||||
| Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION
In connection with the Quarterly Report of Dave & Buster’s Entertainment, Inc. (the “Company”) on Form 10-Q for the period ended November 4, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tarun Lal, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, that:
(1)The Report fully complies with the applicable requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: December 9, 2025
/s/ Tarun Lal | |||||
Tarun Lal | |||||
| Chief Executive Officer | |||||
Exhibit 32.2
CERTIFICATION
In connection with the Quarterly Report of Dave & Buster’s Entertainment, Inc. (the “Company”) on Form 10-Q for the period ended November 4, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darin Harper, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, that:
(1)The Report fully complies with the applicable requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: December 9, 2025
/s/ Darin Harper | |||||
Darin Harper | |||||
| Chief Financial Officer | |||||