Dave & Buster Entertainment : December 2022 Supplemental Pro-Forma Financial Data

Dave & Buster's Entertainment, Inc.

Unaudited Quarterly Pro Forma Financial Information for the

Trailing Four Fiscal Quarters (Q4 2021 through Q3 2022)

Introductory Note

On June 29, 2022, Dave & Buster's Entertainment, Inc. (the "Company") completed the acquisition of Ardent Leisure US Holding, Inc. ("Main Event"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated April 6, 2022, by and among the Company, Ardent Leisure US Holding Inc., Delta Bravo Merger Sub, Inc. the Company's wholly-owned subsidiary formed for the purpose of completing the transactions set forth in the Merger Agreement, for the limited purposes set forth therein, Ardent Leisure Group Limited, and, for the limited purposes set forth therein, RB ME LP and RB ME Blocker, LLC, RB ME Series 2019 Investor Aggregator LP and RedBird Series 2019 GP Co-Invest, LP.

On September 7, 2022, in connection with the acquisition of Main Event, the Company filed certain unaudited pro forma financial statements for the Company on a Current Report on Form 8-K. The Form 8-K included: (1) unaudited pro forma condensed combined statements of comprehensive income for the twenty-six weeks ended July 31, 2022 and the fiscal year ended January 30, 2022, and the notes related thereto, and

1. the audited consolidated balance sheets of Ardent Leisure US Holding, Inc., as of June 28, 2022 and June 29, 2021 and the audited consolidated statements of operations, statements of cash flows and statements of changes in equity of Ardent Leisure US Holding, Inc. for the years ended June 28, 2022 and June 29, 2021, and the notes related thereto.

In the following presentation, the Company is providing supplemental unaudited pro forma financial information for (1) operating income for the 13 weeks ended October 30, 2022, July 31, 2022, May 1, 2022, and January 30, 2022, and the trailing twelve months ended October 30, 2022, (2) comparable store sales and average weekly sales for the 13 weeks ended October 30, 2022, July 31, 2022, May 1, 2022, and January 30, 2022, and (3) reconciliation of operating income to Adjusted EBITDA (a non-GAAP measure) for the 13 weeks ended October 30, 2022, July 31, 2022, May 1, 2022, and January 30, 2022, and the trailing twelve months ended October 30, 2022, and the notes related to each of the foregoing.

The Company is providing this supplemental unaudited pro forma financial information to assist investors in assessing the Company's historical performance as though Main Event and the Company had been combined as of the beginning of the thirteen-week period ended January 30, 2022, which is the Company's fourth quarter of fiscal 2021. The following unaudited pro forma condensed financial information has been presented in accordance with Accounting Standards Codification 805, Business Combinations ("ASC 805"), and presents the combined results as though Main Event and the Company had been combined as of the beginning of the fourth quarter of fiscal 2021. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the fourth quarter of fiscal 2021, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.

The Company has a fiscal year consisting of 52 or 53 weeks, ending on the Sunday after the Saturday closest to January 31. The fiscal year for Main Event historically ended on the last Tuesday in June. Main Event's historical results in this supplemental unaudited pro forma financial information were derived from the unaudited financial information that conforms to the Company's fiscal year end.

DAVE & BUSTER'S ENTERTAINMENT, INC.

Supplemental Pro Forma Financial Data (unaudited)

(in thousands, except store counts and store operating weeks)

				13 Weeks Ended				13 Weeks Ended				13 Weeks Ended				13 Weeks Ended				Trailing Twelve
	Operating Income	October 30, 2022					July 31, 2022					May 1, 2022				January 30, 2022				Months Ended
		(Q3 2022)					(Q2 2022)					(Q1 2022)					(Q4 2021)				October 30, 2022
										Pro Forma					Pro Forma					Pro Forma					Pro Forma
					As Reported					Combined					Combined					Combined					Combined
	Food and beverage revenue	$	165,855	$	179,220	$	188,197	$	150,583	$	683,855
	Amusement and other revenue			315,351					365,333					387,323					290,759					1,358,766
	Total revenue		481,206					544,553					575,520					441,342					2,042,621
	Cost of food and beverage		48,939					53,206					54,271					41,450					197,866
	Cost of amusement and other			27,316					33,035					32,800					26,441					119,593
	Total cost of products		76,255					86,241					87,071					67,892					317,459
	Operating payroll and benefits		125,919					135,597					123,424					104,478					489,417
	Other store operating expenses (a)		163,846					165,411					156,821					140,770					626,848
	General and administrative expenses (b)		32,777					47,688					36,503					23,947					140,914
	Depreciation and amortization expense		48,427					47,117					46,163					46,225					187,932
	Pre-opening costs			3,874					4,631					5,060					3,566					17,131
	Total operating costs		451,098					486,685					455,041					386,877					1,779,701
	Operating income	$	30,108	$	57,868	$	120,479	$	54,465	$	262,920

	Comparable Store Sales & Average Weekly				13 Weeks Ended				13 Weeks Ended		13 Weeks Ended	13 Weeks Ended
				October 30, 2022					July 31, 2022			May 1, 2022	January 30, 2022
	Sales					(Q3 2022)					(Q2 2022)			(Q1 2022)			(Q4 2021)
											Pro Forma			Pro Forma		Pro Forma
					Consolidated Actuals					Combined			Combined		Combined
	Total Comparable Store Sales % Change vs 2019					17.5%					13.1%			14.7%				-4.1%
	Walk-in Comparable Store Sales % Change vs 2019					20.3%					16.4%			18.7%				5.2%
	Special Events Comparable Store Sales % Change vs 2019					-6.7%					-13.4%			-24.8%				-50.6%
	Total Comparable Store Sales % Change vs 2021					13.3%					4.3%			58.8%				n/a
	Walk-in Comparable Store Sales % Change vs 2021					8.0%					-2.0%			52.1%				n/a
	Special Events Comparable Store Sales % Change vs 2021					110.3%					166.5%			347.8%				n/a
	F&B Comparable Store Sales % Change vs 2019					0.8%					-2.6%			-4.6%				-21.7%
	Amusement/Other Comparable Store Sales % Change vs 2019					28.9%					22.9%			27.3%				8.8%
	F&B Comparable Store Sales % Change vs 2021					17.0%					10.3%			67.9%				n/a
	Amusement/Other Comparable Store Sales % Change vs 2021					11.4%					1.5%			54.8%				n/a
	Total Stores at the end of the period					203					200			196				189
	Total Store Operating Weeks					2,616					2,579			2,504				2,442
	Total Store Average Weekly Sales	$	184	$	211	$	230			$	181

	Reconciliation of Operating Income to Adjusted	13 Weeks Ended				13 Weeks Ended				13 Weeks Ended				13 Weeks Ended				Trailing Twelve
	October 30, 2022					July 31, 2022					May 1, 2022				January 30, 2022				Months Ended
	EBITDA (a non-GAAP measure)		(Q3 2022)					(Q2 2022)					(Q1 2022)					(Q4 2021)				October 30, 2022
										Pro Forma					Pro Forma					Pro Forma					Pro Forma
					As Reported					Combined					Combined					Combined					Combined
	Operating Income	$	30,108	$	57,868	$	120,479	$	54,465	$	262,920
	Add back: Depreciation and amortization expense		48,427					47,117					46,163					46,225					187,932
	EBITDA		78,535					104,985					166,641					100,691					450,852
	Add back: Loss on asset disposal		242					155					241					758					1,396
	Impairment of long-lived assets (c)		-					1,841					-					912					2,753
	Share-based compensation (c)		3,228					4,698					3,555					2,536					14,017
	Pre-opening costs		3,874					4,631					5,060					3,566					17,131
	Transaction & integration costs (c)		4,029					17,707					4,579					-					26,315
	Other items, net			65					-					67					207					339
	Adjusted EBITDA		$	89,973			$	134,018			$	180,143			$	108,669			$	512,803
	Adjusted EBITDA Margin %		18.7%					24.6%					31.3%					24.6%					25.1%

Notes to Supplemental Pro Forma Financial Data

(a) Excludes ($2,237) and $7,797 of Main Event (gains)/losses related to preferred shares held by shareholders prior to its acquisition by Dave & Buster's Entertainment in Q2 2022 and Q4 2021, respectively

(b) Excludes $48,971, $1,350, and $7,461 of Main Event long-term incentive and change-in-control incentive compensation expenses in Q2 2022, Q1 2022 and Q4 2021, respectively.

(c) Amounts recorded in General & Administrative expenses