Dave & Buster's Entertainment, Inc.
For the period ended Feb 4, 2025. Filed Apr 7, 2025.
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FY2025 · Filed Apr 7, 2025
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
FOR THE FISCAL YEAR ENDED February 04, 2025
OR
| o | 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
Dave & Buster’s Entertainment, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 35-2382255 |
|---|---|
| (State of Incorporation) | (I.R.S. Employer ID) |
| 1221 Beltline Rd., Suite 500, Coppell, Texas, 75019 | (214) 357-9588 |
| (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 |
|---|---|---|
| Common Stock $0.01 par value | PLAY | NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x Noo
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yeso No x
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 Noo
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 Noo
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.
| Large accelerated filer | x | Accelerated filer | o |
|---|---|---|---|
| Non-accelerated filer | o | Smaller reporting company | o |
| Emerging Growth Company | o | ||
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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yesx Noo
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yeso Nox
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox
The aggregate market value of common stock held by non-affiliates, based on the closing price of the last day of the registrant’s most recently completed second fiscal quarter as reported on the NASDAQ Global Select Market was approximately $1.3 billion. The number of shares of the registrant’s Common Stock outstanding as of April 4, 2025 was 34,515,297.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the registrant’s 2025 Annual Meeting of Shareholders have been incorporated by reference into Part III of this Annual Report on Form 10-K.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED February 4, 2025
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| PART I | ||
| ITEM 1. | Business | 2 |
| ITEM 1A. | Risk Factors | 10 |
| ITEM 1B. | Unresolved Staff Comments | 21 |
| ITEM 1C. | Cybersecurity | 22 |
| ITEM 2. | Properties | 23 |
| ITEM 3. | Legal Proceedings | 24 |
| ITEM 4. | Mine Safety Disclosures | 24 |
| PART II | ||
| ITEM 5. | Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 24 |
| ITEM 6. | Reserved | 25 |
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 38 |
| ITEM 8. | Financial Statements and Supplementary Data | 38 |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 38 |
| ITEM 9A. | Controls and Procedures | 38 |
| ITEM 9B. | Other Information | 39 |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 40 |
| PART III | ||
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 41 |
| ITEM 11. | Executive Compensation | 41 |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 41 |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 41 |
| ITEM 14. | Principal Accountant Fees and Services | 41 |
| PART IV | ||
| ITEM 15. | Exhibits and Financial Statement Schedules | 42 |
| Signatures | 47 | |
FORWARD-LOOKING STATEMENTS
Matters discussed in this report and in other public disclosures, both written and oral, include “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “seeks,” or words of similar meaning, or future or conditional verbs, such as “may,” “will,” “should,” “could,” “aims,” “intends,” or “projects,” and similar expressions, whether in the negative or the affirmative. You should not place undue reliance on forward-looking statements, which speak only as of the date of the report. These forward-looking statements are all based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed under “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Given these risks and uncertainties, you should not rely on forward-looking Statements as a prediction of actual results. Any or all forward-looking statements contained in this report and other public statements made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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