Dave & Buster Entertainment : September 2022 Supplemental Pro-Forma Financials

Dave & Buster's Entertainment, Inc.

Unaudited Quarterly Pro Forma Financial Information for the

Trailing Four Fiscal Quarters (Q3 2021 through Q2 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 this presentation, the Company is providing supplemental unaudited pro forma financial information for (1) operating income for the 13 weeks ended July 31, 2022, May 1, 2022, January 30, 2022 and October 31, 2021, and the trailing twelve months ended July 31, 2022, (2) comparable store sales and average weekly sales for the 13 weeks ended July 31, 2022, May 1, 2022, January 30, 2022 and October 31, 2021, and (3) reconciliation of operating income to Adjusted EBITDA (a non-GAAP measure) for the 13 weeks ended July 31, 2022, May 1, 2022, January 30, 2022 and October 31, 2021, and the trailing twelve months ended July 31, 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 October 31, 2021, which is the Company's third 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 third 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 third 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
	Operating Income				July 31, 2022											May 1, 2022							January 30, 2022									October 31, 2021							Trailing Twelve Months Ended
						(Q2 2022)												(Q1 2022)											(Q4 2021)												(Q3 2021)											July 31, 2022
																Pro Forma															Pro Forma															Pro Forma															Pro Forma															Pro Forma
						D&B				Main Event			Combined					D&B					Main Event				Combined					D&B				Main Event			Combined					D&B					Main Event				Combined					D&B					Main Event					Combined
	Food and beverage revenue	$	142,630	$	36,590					$ 179,220	$	151,912	$	36,285				$	188,197	$	120,126	$	30,457					$ 150,583	$	107,747	$	24,236				$	131,983	$	522,415	$	127,568	$	649,983
	Amusement and other revenue			274,323					91,010						365,333					299,189					88,134					387,323					222,976					67,783						290,759					210,229					56,700					266,929					1,006,717					303,627					1,310,344
	Total revenue		416,953					127,600						544,553					451,101					124,419					575,520					343,102					98,240						441,342					317,976					80,936					398,912					1,529,132					431,195					1,960,327
	Cost of food and beverage		41,862					11,343						53,206					43,255					11,016					54,271					32,757					8,693						41,450					30,082					7,164					37,246					147,956					38,217					186,173
	Cost of amusement and other			26,516					6,519						33,035					26,766					6,034					32,800					22,119					4,322						26,441					22,531					4,113					26,644					97,932					20,988					118,921
	Total cost of products			68,379					17,862						86,241					70,021					17,050					87,071					54,876					13,016						67,892					52,613					11,277					63,890					245,889					59,205					305,094
	Operating payroll and benefits		99,529					36,068						135,597					93,361					30,063					123,424					77,366					27,112						104,478					78,995					22,997					101,992					349,251					116,238					465,490
	Other store operating expenses (a)		129,669					36,016						165,685					124,425					32,807					157,232					109,778					31,403						141,181					103,322					29,656					132,978					467,194					129,882					597,076
	General and administrative expenses (b)		33,613					14,075						47,688					28,297					8,206					36,503					17,836					6,111						23,947					22,104					7,539					29,643					101,850					35,931					137,780
	Depreciation and amortization expense		33,423					13,644						47,067					33,288					12,800					46,088					33,974					12,176						46,150					34,381					12,038					46,419					135,066					50,658					185,724
	Pre-opening costs			3,496					1,135						4,631					2,997					2,063					5,060					2,723					843						3,566					2,092					765					2,857					11,308					4,805					16,113
	Total operating costs			368,109					118,799						486,909					352,389					102,988					455,377					296,553					90,660						387,213					293,507					84,271					377,778					1,310,558					396,718					1,707,277
	Operating income	$	48,843	$	8,801					$	57,644	$	98,712	$	21,431				$	120,143	$	46,549	$	7,580					$	54,129	$	24,469	$	(3,335)				$	21,134	$	218,573	$	34,477	$	253,050
	Comparable Store Sales & Average Weekly		13 Weeks Ended									13 Weeks Ended							13 Weeks Ended									13 Weeks Ended
				July 31, 2022											May 1, 2022							January 30, 2022									October 31, 2021
	Sales
						(Q2 2022)												(Q1 2022)											(Q4 2021)												(Q3 2021)
																Pro Forma															Pro Forma															Pro Forma															Pro Forma
						D&B				Main Event			Combined					D&B					Main Event				Combined					D&B				Main Event			Combined					D&B					Main Event				Combined
	Total Comparable Store Sales % Change vs 2019		9.6%					27.1%						13.1%					10.9%					31.8%					14.7%					-6.8%					5.4%						-4.1%					-0.4%					21.0%					3.6%
	Walk-in Comparable Store Sales % Change vs 2019		13.0%					32.3%						16.4%					14.7%					38.8%					18.7%					2.1%					18.4%						5.2%					5.9%					39.1%					11.2%
	Special Events Comparable Store Sales % Change vs 2019			-23.1%					3.3%						-13.4%					-34.6%					-6.2%					-24.8%					-58.0%					-35.4%						-50.6%					-63.8%					-41.4%					-55.7%
	Total Comparable Store Sales % Change vs 2021		5.7%					-0.3%						4.3%					71.1%					25.7%					58.8%					n/a					n/a		n/a					n/a					n/a		n/a
	Walk-in Comparable Store Sales % Change vs 2021		0.6%					-11.2%						-2.0%					64.4%					16.3%					52.1%					n/a					n/a		n/a					n/a					n/a		n/a
	Special Events Comparable Store Sales % Change vs 2021			264.0%					98.6%						166.5%					973.3%					152.5%					347.8%					n/a					n/a		n/a					n/a					n/a		n/a
	Total Stores at the end of the period		148					52						200					145					51					196					144					45						189					143					45					188
	Total Store Operating Weeks		1,911					668						2,579					1,876					628					2,504					1,857					585						2,442					1,854					581					2,435
	Total Store Average Weekly Sales	$	218	$	191					$	211	$	240	$	198				$	230	$	185	$	168					$	181	$	172	$	139				$	164
	Reconciliation of Operating Income to Adjusted		13 Weeks Ended									13 Weeks Ended							13 Weeks Ended									13 Weeks Ended
				July 31, 2022											May 1, 2022							January 30, 2022									October 31, 2021							Trailing Twelve Months Ended
	EBITDA (a non-GAAP measure)
						(Q2 2022)												(Q1 2022)											(Q4 2021)												(Q3 2021)											July 31, 2022
																Pro Forma															Pro Forma															Pro Forma															Pro Forma															Pro Forma
						D&B				Main Event			Combined					D&B					Main Event				Combined					D&B				Main Event			Combined					D&B					Main Event				Combined					D&B					Main Event					Combined
	Operating Income	$	48,843	$	8,801					$	57,644	$	98,712	$	21,431				$	120,143	$	46,549	$	7,580					$	54,129	$	24,469	$	(3,335)				$	21,134	$	218,573	$	34,477	$	253,050
	Add back: Depreciation and amortization expense		33,423					13,644						47,067					33,288					12,800					46,088					33,974					12,176						46,150					34,381					12,038					46,419					135,066					50,658					185,724
	EBITDA		82,267					22,445						104,711					132,000					34,230					166,230					80,523					19,757						100,280					58,850					8,703					67,553					353,640					85,135					438,774
	Add back: Loss on asset disposal		155					-						155					216					25					241					758					-						758					377					155					532					1,506					180					1,685
	Impairment of long-lived assets (c)		-					1,841						1,841					-					-					-					912					-						912					-					-					-					912					1,841					2,753
	Share-based compensation (c)		4,698					-						4,698					3,555					-					3,555					2,536					-						2,536					3,778					-					3,778					14,567					-					14,567
	Pre-opening costs		3,496					1,135						4,631					2,997					2,063					5,060					2,723					843						3,566					2,092					765					2,857					11,308					4,805					16,113
	Transaction & integration costs (c)		13,059					4,648						17,707					4,412					167					4,579					-					-						-					-					-					-					17,471					4,815					22,286
	Other items, net			-					-						-					67					-					67					207					-						207					3,112					-					3,112					3,386					-					3,386
	Adjusted EBITDA		$	103,675			$	30,069					$ 133,744			$	143,247			$	36,485				$	179,732			$	87,659			$	20,599					$ 108,258			$	68,209			$	9,622				$	77,831			$	402,790			$	96,775			$	499,565
	Adjusted EBITDA Margin %		24.9%					23.6%						24.6%					31.8%					29.3%					31.2%					25.5%					21.0%						24.5%					21.5%					11.9%					19.5%					26.3%					22.4%					25.5%

Notes to Supplemental Pro Forma Financial Data

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

(b) Excludes $48,971, $1,350, $7,461 and $300 of Main Event long-term incentive and change-in-control incentive compensation expenses in Q2 2022, Q1 2022, Q4 2021 and Q3 2021 periods, respectively.

(c) Amounts recorded in General & Administrative expenses