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SECURITIES AND EXCHANGE COMMISSION

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

For the fiscal year ended February 1, 2004

Commission File No. 0-25858

Dave & Buster’s, Inc.

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

      Indicate by check mark 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 þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12B-2 of the Act).     Yes þ          No o

      The aggregate market value of the voting common stock held by non-affiliates of the registrant at August 3, 2003 (the last business day of the registrant’s second fiscal quarter) was $128,279,275.

      The number of shares of common stock outstanding at April 12, 2004 was 13,480,784 shares.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant’s Proxy Statement for its 2003 annual meeting of Stockholders are incorporated by reference into Part III hereof, to the extent indicated herein.

FORM 10-K

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PART I

Overview

      Dave & Buster’s is a leading operator of large format, high-volume, regional entertainment complexes. For the past twenty-one years, we have successfully operated our entertainment complexes under the Dave & Buster’s name. Each entertainment complex offers an extensive array of entertainment attractions such as pocket billiards, shuffleboard, state-of-the-art interactive simulators and virtual reality systems, plus traditional carnival-style games of skill. In addition, our complexes offer a full menu of high quality food and beverages. The layout of our entertainment complexes is designed to promote easy access to, and maximize guest crossover between, the multiple entertainment and dining areas within each Dave & Buster’s. We believe that the availability of multiple attractions in one large facility, the high quality food, beverages and service each entertainment complex offers, and our commitment to casual, yet sophisticated fun for adults synergistically drive repeat usage of our complexes and differentiate us from other regional entertainment offerings.

      As of February 1, 2004, we operated 33 entertainment complexes across the United States and in Canada, with an average age of 6.5 years per location. Our entertainment complexes can be separated into two categories: mega entertainment complexes, which are typically between 50,000 and 70,000 square feet in size, and intermediate entertainment complexes, which are typically between 40,000 and 49,000 square feet in size. Our entertainment complexes operate seven days a week and are typically open from 11:30 a.m. to 12:00 a.m. on weekdays and 11:30 a.m. to 2:00 a.m. on weekends.

      Approximately 15.1 percent of our 2003 revenues were from private parties, business gatherings and sponsored events. Each entertainment complex has a Show Room and other special event rooms that are designed for hosting these types of functions. Each complex has a dedicated sales team responsible for selling large events to corporate, as well as, individual guests.

      In order to better serve the needs of our guests, we provide full, sit-down food service not only in the restaurant areas, but also throughout the entire entertainment complex. Our menu places special emphasis on quality, well-rounded meals, including gourmet pastas, steaks, seafood, chicken, sandwiches, salads and an outstanding selection of desserts. We routinely update our menus to reflect current trends and guest favorites. Each entertainment complex offers full bar service, including over 35 different beers, an extensive selection of wine and spirits plus a variety of non-alcoholic beverages, throughout the entertainment and restaurant areas.

      The fiscal year ended February 1, 2004 was filled with challenges and with many accomplishments. Revenues continued to be soft during the year with the first half being the weakest portion. Our business is sensitive to economic weakness, particularly when the job market is poor. The decision to come to a Dave & Buster’s is generally made first because of the entertainment offerings. This is the most discretionary portion of a guest’s budget and, thus, we believe, makes us more susceptible to economic downturns. Revenues in the amusement component of our business were weaker than the food and beverage components. The trend improved during the year as the economy began to show signs of improvement, with comparable store revenues being down 4.7 percent for the year, but down only 2.0 percent for the fourth quarter. We were able to offset these revenue declines by reducing operating costs by approximately $11.0 to $12.0 million on an annualized basis through a number of initiatives. This enabled us to improve our net income to $11.0 million compared to $5.3 million last year (before a change in accounting for goodwill).

      Acquisition of Toronto licensee. On October 6, 2003, we completed the purchase of the Dave & Buster’s licensee in Toronto, Canada from Funtime Hospitality Corp for $3.6 million in cash plus the forgiveness of $0.5 million in certain receivables due from Funtime for a total purchase price of $4.1 million. The Toronto purchase gave us the opportunity to expand our North American operations at an attractive price in an already successful location.

      Issuance of convertible debt. On August 7, 2003 we closed a $30 million private placement of 5.0 percent convertible subordinated notes due 2008 and warrants to purchase 574,691 shares of our common

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Competition

      Dave & Buster’s is a regional Entertainment Complex (“EC”). Regional ECs offer multiple entertainment options designed to appeal to a broad, regional customer base. Regional ECs, such as Dave & Buster’s and theme parks, compete for customers’ discretionary entertainment dollars with each other as well as with other providers of out-of-home entertainment, including destination ECs such as Walt Disney World or Universal Studios and localized single attraction facilities such as movie theaters, bowling alleys, nightclubs and restaurants. These three types of entertainment offerings can be distinguished from each other by factors such as:

	•	cost;

      • breadth of attractions;

      • the geographic range from which they draw customers; and

      • frequency of customer visits.

      Visits to destination ECs may include airfare and hotel costs, which may make them more costly than regional ECs to visit. Regional ECs and localized single attraction facilities typically cost significantly less per visit and draw a majority of their customers from within a local or extended local radius.

      Although our competitors may include any EC located within the same region as one of our Dave & Buster’s entertainment complexes, we believe that we compete primarily against localized single attraction facilities. Single attraction venues offer a limited entertainment package. To the extent that regional ECs offer multiple entertainment options that appeal to a broad spectrum of customers, they are distinguishable from single attraction venues. We believe that the regional EC market is underdeveloped relative to other entertainment concepts and that attractive unpenetrated geographic markets remain available.

Seasonality

      The fourth quarter of our fiscal year achieves, generally, the highest revenue and profitability, primarily as a result of the significant special event business done during the period. This special event business is impacted by the number of holiday parties held during this time of the year. The third quarter is normally the lowest producing quarter in terms of revenue and profitability with first and second quarter being somewhat similar in results.

Strategy

      Continue to improve revenues and profitability. We recently implemented a number of strategic initiatives aimed at increasing cash flow including maximizing capacity utilization, optimizing game contribution and reducing expenses. In addition, in February 2004 we introduced a new marketing program with a new advertising agency that we anticipate will, over time, have some positive impact on revenues. We expect to increase the marketing budget in 2004 by approximately $4 million over the amount spent in 2003. By

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      Continue focus on product enhancement. We will continue to emphasize guest satisfaction and promote guest loyalty by seeking to provide quality food, beverage and entertainment offerings in each of our complexes. We anticipate:

	1) Introducing new and exciting game offerings by remaining on the leading edge of technology in concert with the game manufacturers.
	2) Completing our “Winner’s Circle” conversions which we believe improves guest satisfaction and reduces labor costs.
	3) Continuing our emphasis on a well-rounded, quality, food and beverage menu by routine updates, which reflect current trends and guest favorites.

      Pursue A Disciplined Growth Strategy. As a pioneer in the regional EC market, we will continue to evaluate attractive site opportunities. We typically select new sites on the basis of demographic and transportation trends. We did not open a new complex in 2003, but acquired an existing D&B location from our licensee in Toronto, Canada in October 2003. We will open one new complex in October 2004 in Arcadia, California. Depending upon the availability of capital, we anticipate returning to more normal growth patterns by opening a minimum of two complexes in 2005 and up to four annually thereafter.

Products

     Entertainment

      Traditional Entertainment. Each Dave & Buster’s entertainment complex offers a number of traditional entertainment options. These traditional offerings include pocket billiards, shuffleboard tables, and the Show Room or other special event rooms, which are designed for hosting private social parties and business gatherings as well as our sponsored events. Traditional entertainment games are rented by the hour.

      Million Dollar Midway Games. The largest area in each Dave & Buster’s complex is the Million Dollar Midway, which is designed to provide high-energy entertainment through a broad selection of electronic, skill and sports-oriented games. A Power Card activates most midway games and can be recharged for additional play. The Power Card enables guests to activate games more easily and encourages extended play of games. By replacing coin-activation, the Power Card eliminated the technical difficulties and maintenance issues associated with coin activated equipment. Furthermore, the Power Card feature increased our flexibility in pricing and promoting our games.

      The Million Dollar Midway includes both fantasy/high technology games and classic midway entertainment. High-technology attractions vary among the entertainment complexes and may include simulation theaters, interactive electronic battlefield games, fantasy environment attractions, motion simulation theaters, large-screen interactive electronic games, such as Derby Owners Club, and state-of-the-art golf simulators.

      Classic midway entertainment includes sports-oriented games of skill, carnival-style games, which are intended to replicate the atmosphere found in many local county fairs, and D&B Downs, which is one of several multiple-player race games offered in each entertainment complex. At the Winner’s Circle, players can redeem coupons won from selected games of skill for a wide variety of prizes, many of which display the Dave & Buster’s logo. The prizes include electronic equipment, sports memorabilia, stuffed animals, clothing and small novelty items.

      The Dave & Buster’s menu is offered from early lunch until late night and features moderately priced food designed to appeal to a wide variety of guests. This well-rounded fare includes gourmet pastas, steaks, seafood, chicken, sandwiches, salads and an outstanding selection of desserts. We routinely update our menu to reflect current trends and guest favorites. Other items among our guests’ favorites are the Classic BBQ

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      We believe that the location of our entertainment complexes is critical to our long-term success. Significant time and resources are devoted to analyzing each prospective site. In general, we target high-profile sites within metropolitan areas between 500,000 and one million people for intermediate-size models and over one million people for mega-size models. We carefully analyze demographic information such as average income levels for each prospective site, and we also consider other factors including the following:

	•	visibility;
	•	accessibility to regional highway systems;
	•	zoning; regulatory restrictions; and
	•	proximity to shopping areas, office complexes, tourist attractions, theaters and other high traffic venues.

      We also carefully study the entertainment and restaurant competition in prospective areas. In addition, we must select a site of sufficient size to accommodate our prototype facility with ample, convenient guest parking. We continually seek to identify and evaluate new locations for expansion. The typical cost of opening a mega-size Dave & Buster’s has ranged from approximately $7.5 million to $13.0 million, excluding pre-opening expenses and developer allowances, depending upon the location and condition of the premises. For intermediate-size models, the typical cost has ranged from approximately $6.5 million to $12.5 million, excluding pre-opening expenses and developer allowances, depending upon the location and condition of the premises. Our typical complex would currently range from $8 million to $9 million excluding pre-opening expenses and developer allowances. We base our decision of owning or leasing a site on the projected unit economics and availability of the site for purchase.

      Opening a leased facility reduces our capital investment in an entertainment complex because we do not incur land and site improvement costs and may also receive a construction allowance from the landlord for improvements. The exterior and interior layout of an entertainment complex is flexible and can be readily adapted to different types of buildings. We open entertainment complexes in both new and existing structures, and in both urban and suburban areas.

Marketing, Advertising and Promotion

      We operate our marketing, advertising, and promotional programs through our corporate marketing department with the assistance of an external advertising agency and a national public relations firm. Our corporate marketing department is also responsible for controlling media and production costs. During fiscal 2003, our expenditures for advertising and promotions were approximately 2.2 percent of our revenues. We anticipate this increasing to just over 3 percent in 2004.

      In order to expand our guest base, we focus marketing efforts in three key areas:

	•	advertising and system-wide promotions;
	•	field marketing and local promotions; and
	•	special events for corporate and group guests.

      We hired a new Senior Vice President of Marketing in May 2003 to direct our efforts going forward. We conducted significant quantitative and qualitative research to find out more about our concept and our guest to better market to them. In addition we are continuing to focus much of our efforts in programs that are directed specifically to the local store markets. We continue to utilize in-store promotions to increase visit frequency and check average.

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      Our corporate and group sales programs are initiated and controlled by our business development department, which provides direction, training, and support to our Special Events Managers and their team within each entertainment complex. Primary focus for the Special Events Sales team is to identify and contact corporations, associations, organizations, and community groups within the team’s marketplace for the purposes of booking group events. The Special Events Sales teams pursue corporate and social group bookings through a variety of sales initiatives including outside sales calls and cultivation of repeat business. We develop and maintain a database of corporate and group bookings. Each Dave & Buster’s location hosts events for many multi-national, national and regional businesses. Many of our corporate and group guests schedule repeat events.

Foreign Operations

      As of October 6, 2003, we acquired the operations of Funtime Hospitality Corp, our Canadian licensee located in Toronto for $4.1 million. This acquisition generated revenue of $3.5 million in fiscal 2003 representing approximately 1.0% of our consolidated revenue. As of February 1, 2004 we had approximately 2.1% of our long-lived assets located outside the United States. Our foreign activities are subject to various risks of doing business in a foreign country, including currency fluctuations, political changes, changes in laws and regulations and economic stability. We do not believe there is any material risk associated with the Canadian operations or any dependence by any of our business segments upon the Canadian operations.

Suppliers

      The principal goods used by us are games, prizes and food and beverage products, which are available from a number of suppliers. Federal and state mandated increases in the minimum wage could have the repercussion of increasing our expenses, as our suppliers may be severely impacted by higher minimum wage standards.

Intellectual Property

      We have registered the trademarks “Dave & Buster’s” and “Power Card” with the United States Patent and Trademark Office and in various foreign countries. We have also registered and/or applied for certain additional trademarks with the United States Patent and Trademark Office and in various foreign countries. We consider our trade name and our signature “bulls-eye” logo to be important features of our goodwill and seek to actively monitor and protect our interest in this property in the various jurisdictions where we operate.

Government Regulation and Environmental Matters

      We are subject to various federal, state, and local laws affecting our business. Each entertainment complex is subject to licensing and regulation by a number of governmental authorities, which may include alcoholic beverage control, amusement, health and safety, and fire agencies in the state, county or municipality in which the entertainment complex is located. Each entertainment complex is required to obtain a license to sell alcoholic beverages on the premises from a state authority and, in certain locations, county and municipal authorities. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of each entertainment complex, including minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, and storage and dispensing of alcoholic beverages. We have not encountered any material problems relating to alcoholic beverage licenses to date. The failure to receive or retain a liquor license, or any other required permit or license, in a particular location, or to continue to qualify for or renew our licenses, could materially adversely affect our operations and our ability to obtain such a license or permit in other locations. The failure to comply with other applicable federal, state or local laws, such as federal and state minimum wage and overtime pay laws may also adversely affect our business.

      We are also subject to “dram-shop” statutes in the states in which our entertainment complexes are located. These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual. We

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      As a result of operating certain entertainment games and attractions, including operations that offer redemption prizes, we are subject to amusement licensing and regulation by the states, counties and municipalities in which we have entertainment complexes. Certain entertainment attractions are heavily regulated and such regulations vary significantly between communities. From time to time, existing entertainment complexes may be required to modify certain games, alter the mix of games, or terminate the use of specific games as a result of the interpretation of regulations by state or local officials. We have, in the past, had to seek changes in state or local regulations to enable us to open a given location. To date, we have been successful in obtaining all such regulatory changes.

      We are subject to federal and state environmental regulations, but these have not had a materially negative effect on our operations. More stringent and varied requirements of local and state governmental bodies with respect to zoning, land use, and environmental factors could delay or prevent development of new complexes in particular locations. We are subject to the Fair Labor Standards Act, which governs such matters as minimum wages, overtime and other working conditions, along with the American With Disabilities Act and various family-leave mandates. Although we expect increases in payroll expenses as a result of federal and state mandated increases in the minimum wage, such increases are not expected to be material. However, we are uncertain of the repercussion, if any, of increased minimum wages on our other expenses, as our suppliers may be more severely impacted by higher minimum wage standards.

Employees

      As of February 1, 2004, we employed approximately 5,810 persons, approximately 155 of whom served in administrative or executive capacities, approximately 395 of whom served as entertainment complex management personnel, and the remainder of whom were hourly entertainment complex personnel.

      None of our employees are covered by collective bargaining agreements, and we have never experienced an organized work stoppage, strike, or labor dispute. We believe our working conditions and compensation packages are competitive with those offered by our competitors and consider relations with our employees to be good.

Executive Officers of the Registrant

      David O. Corriveau, 52, a co-founder of the Dave & Buster’s concept in 1982, has served as President since June 1995 and as a director of the Company since May 1995. He previously served as Co-Chief Executive Officer and as Co-Chairman of the Board from February 1996 to April 2003. Mr. Corriveau served as President and Chief Executive Officer of D&B Holding (a predecessor of the Company) from 1989 through June 1995. From 1982 to 1989, Messrs. Corriveau and Corley operated the Company’s business.

      James W. Corley, 53, a co-founder of the Dave & Buster’s concept in 1982, has served as Chief Executive Officer since April 2003, as Chief Operating Officer since June 1995, and as a director of the Company since May 1995. He previously served as Co-Chief Executive Officer and as Co-Chairman of the Board from February 1996 to April 2003. Mr. Corley served as Executive Vice President and Chief Operating Officer of D&B Holding from 1989 through June 1995. From 1982 to 1989, Messrs. Corley and Corriveau operated the Company’s business.

      John S. Davis, 47, has served as Senior Vice President of the Company since December 2002 and as General Counsel and Secretary of the Company since April 2001. Mr. Davis served as Vice President and General Counsel of Cameron Ashley Building Products, Inc., a NYSE-listed building products distributor, from 1994 to 2000 and as Associate Counsel — Mergers and Acquisitions for Electronic Data Systems Corp. (EDS), a technology services firm, from 1990 to 1994. Prior to 1990, Mr. Davis was engaged in the private practice of law.

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      Nancy J. Duricic, 49, has served as Senior Vice President — Human Resources of the Company since December 2002. Previously, she served as Vice President of Human Resources from December 1997 to December 2002. From June 1989 to June 1997, she served in human resources positions of increasing responsibilities in other companies, most recently as Vice President of Human Resources for Eljer Industries, Inc.

      William C. Hammett, Jr., age 57, has served as Senior Vice President of the Company since December 2002 and as Chief Financial Officer of the Company since December 2001. He has served as Vice Chairman of the Board of Directors of Pegasus Solutions, Inc. since March 2001 and as a Director of Pegasus since October 1995. From May 1998 to March 2001, he served as Chairman of the Board of Directors of Pegasus. From October 1995 to May 1998, he served as Vice Chairman of the Board of Directors of Pegasus. From August 1996 through September 1997, he served as Senior Vice President and Chief Financial Officer of La Quinta Inns, Inc. From June 1992 through August 1996, he served as Senior Vice President, Accounting and Administration of La Quinta Inns, Inc.

      Deborah A. Inzer, 53, has served as Vice President — Accounting and Controller of the Company since January 2002. She served as Assistant Vice President, Assistant Controller from November 2000 to January 2002 and as Assistant Controller from July 1999 to November 2000. Ms. Inzer served as Senior Vice President of Finance at AmBrit Energy Corporation from 1989 to 1999.

      Maria M. Miller, 47, has served as Senior Vice President — Marketing since May of 2003. Prior to joining Dave & Buster’s she was principal and co-founder of a marketing consulting firm and engaged with an internet start-up company. From 1998-2000, Ms. Miller served as Senior Vice President of Marketing for Avis Rent-A-Car. Prior to that, she held various senior management positions with American Express from 1987 through 1996. She began her career in brand management, spending a combined 7 years with the General Foods Corporation and The Shulton Group.

      J. Michael Plunkett, 53, has served as Senior Vice President — Food and Beverage and Operations Strategy since June 2003. Previously, he served as Vice President of Kitchen Operations from November 2000 to June 2003, Vice President of Information Systems from November 1996 to November 2000, as Vice President, Director of Training from June 1995 until November 1996 and as Vice President and Director of Training of D&B Holding from November 1994 to June 1995. From 1982 to November 1994, he served in operating positions of increasing responsibilities for the Company and its predecessors.

      Sterling R. Smith, 51, has served as Senior Vice President — Operations of the Company since December 2002. Previously, he served as Vice President of Operations from June 1995 to December 2002 and as Vice President and Director of Operations of D&B Holding from November 1994 to June 1995. From 1983 to November 1994, Mr. Smith served in operating positions of increasing responsibility for the Company and its predecessors.

      Bryan L. Spain, 55, has served as Senior Vice President — Procurement and Development of the Company since December 2002. Previously, he served as Vice President of Real Estate from March 1997 to December 2002. From 1993 until joining the Company in March 1997, Mr. Spain managed the Real Estate Acquisition and Development Program for Incredible Universe and Computer City Divisions of Tandy Corporation. In addition, from 1991 to 1993, Mr. Spain served as Director, Real Estate Financing for Tandy Corporation.

Risk Factors

      Our results of operations are dependent upon discretionary spending by consumers, particularly by consumers living in communities in which the entertainment complexes are located. A significant weakening in any of the local economies in which we operate may cause our guests to curtail discretionary spending, which in turn could materially affect our profitability. The ongoing conflict in Iraq, potential for future terrorist attacks, the national and international responses, and other acts of war or hostility may create economic and political uncertainties that could materially adversely affect our business, results of operations and financial

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      As of February 1, 2004, we operated 33 entertainment complexes. The combination of the relatively small number of locations and the significant investment associated with each new entertainment complex may cause our operating results to fluctuate significantly. Due to this relatively small number of locations, poor results of operations at any single entertainment complex could materially affect our profitability. Historically, new entertainment complexes experience a drop in revenues after their first year of operation, and we do not expect that, in subsequent years, any increases in comparable revenues will be meaningful. Additionally, because of the substantial up-front financial requirements to open new entertainment complexes, the investment risk related to any single entertainment complex is much larger than that associated with most other companies’ restaurant or entertainment venues.

      The out-of-home entertainment market is highly competitive. There are a great number of businesses that compete directly and indirectly with us. Many of these entities are larger and have significantly greater financial resources and a greater number of units than we have. Although we believe most of our competition comes from localized single attraction facilities that offer a limited entertainment package, we may encounter increased competition in the future, which may have an adverse effect on our profitability. In addition, the legalization of casino gambling in geographic areas near any current or future entertainment complex would create the possibility for entertainment alternatives, which could have a material adverse effect on our business.

      Various federal, state and local laws and permitting and license requirements affect our business, including alcoholic beverage control, amusement, health and safety and fire agencies in the state, county or municipality in which each entertainment complex is located. For example, each entertainment complex is required to obtain a license to sell alcoholic beverages on the premises from a state authority and, in certain locations, county and municipal authorities. The failure to receive or retain a liquor license, or any other required permit or license, in a particular location, or to continue to qualify for or renew our licenses, could adversely affect our operations and our ability to obtain such a license or permit in other locations. The failure to comply with other applicable federal, state or local laws, such as federal and state minimum wage and overtime pay laws, may also adversely affect our business.

      The operation of our business requires qualified executives, managers and skilled employees. From time to time there may be a shortage of skilled labor in certain of the communities in which our entertainment complexes are located. While we believe that we will continue to be able to attract, train and retain qualified employees, shortages of skilled labor will make it increasingly difficult and expensive to attract, train and retain the services of a satisfactory number of qualified employees.

      We did not open a new entertainment complex in fiscal 2003. Our ability to expand depends upon our access to sufficient capital, locating and obtaining appropriate sites, hiring and training additional management personnel, and constructing or acquiring, at reasonable cost, the necessary improvements and equipment for these complexes. We intend to open one new complex in 2004. Based on our current liquidity and capital resources and operating performance, we may not be able to generate sufficient cash flow or obtain sufficient

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      Certain of the regions in which our entertainment complexes are located, including five in California, have been, and may in the future be, subject to adverse local conditions, events or natural disasters, such as earthquakes. Depending upon its magnitude, an earthquake could severely damage our entertainment complexes, which could adversely affect our business and operations. We currently maintain earthquake insurance through our aggregate property policy for each of our entertainment complexes. However there is no assurance that our coverage will be sufficient if there is a major earthquake. In addition, upon the expiration of our current policies, we cannot assure you that adequate coverage will be available at economically justifiable rates, if at all.

      We post on our website at www.daveandbusters.com our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

      Dave & Buster’s operates a total of 33 entertainment complexes located in 14 states and in Ontario, Canada. We are currently utilizing all available land at our owned locations. Our real estate leases are with unaffiliated third parties except as noted in “Certain relationships and related transactions.” A list of all domestic entertainment complexes, indicating whether such location is owned or leased, and the term of the lease is set forth below:

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(1)	Renewal options may be subject to certain conditions and prior notice requirements under the terms of each lease.
(2)	We also lease additional parking facilities at this location, which lease expires in January 2014.
(3)	We own the building at these locations, but lease the underlying real property.

      We also lease a 47,000 square foot office building and 30,000 square foot warehouse facility in Dallas, Texas, for use as our corporate headquarters and distribution center. This lease expires in October 2021, with options to renew until October 2041. The rent for these facilities is $896,000 per year for the first year of the lease and increases annually at 1.35 percent.

      We are named as a defendant in routine litigation incidental to our business, including negligence claims for personal injury, consumer claims, claims under federal or state laws governing access to public accommodations and employment-related claims. We are not currently subject to any pending legal proceedings that depart from the normal kind of such actions or are otherwise material to our business or financial condition.

      There were no matters submitted for a vote of security holders during the fourth quarter ended February 1, 2004.

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PART II

      The Company’s Common Stock trades on the New York Stock Exchange (“NYSE”) under the symbol DAB. The following table summarizes the high and low sales prices per share of Common Stock for the applicable periods indicated, as reported on the Nasdaq National Market and by the NYSE.

      At April 12, 2004 there were approximately 1,725 holders of record of the Common Stock.

      The Company has never paid cash dividends on its Common Stock and does not currently intend to do so as cash flows are reinvested into the Company to further pay down debt and fund capital expenditures for the entertainment complex business. Payment of dividends in the future will depend upon the Company’s growth, profitability, financial condition and such other factors that the Board of Directors may deem relevant.

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      The following table sets forth selected consolidated financial data for the Company. This data should be read in conjunction with the Consolidated Financial Statements of the Company and the Notes thereto included in Item 8 hereof and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 hereof.

      During the year ended February 1, 2004, we continued to face challenges in the revenue area but we believe that the steps we are taking will improve this situation in the near term. It is important to note that we have improved the company’s earnings on a comparable quarter basis every quarter in fiscal 2003 despite the revenue pressures. We believe that we have responded to the soft economy by diligently improving our operating efficiencies and strengthening our balance sheet to be better positioned for an up-turn in our revenues.

      As we look ahead to fiscal 2004, we believe that the most critical factors facing us are improving same store revenue, implementing an effective marketing program, the resumption of new store growth and continued improvement in operational cost efficiencies.

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Overview

      Our management monitors and analyzes a number of key performance indicators in order to manage our business and evaluate our financial and operating performance. Those indicators include:

      Revenues — We derive revenues from food and beverage and amusement sales. Comparable store sales are a key performance indicator used within our industry and are indicative of acceptance of our initiatives as well as local economic and consumer trends.

      The food component of our business represents approximately 35 percent of our revenue with a gross margin (revenues less cost of revenues) of around 75 percent. We introduced our new menu in October 2003 with selected price adjustments and will continue to monitor the market for potential price adjustments.

      In the beverage component, we offer fully licensed facilities, which means that we have full beverage service throughout the complex. This component is approximately 18 percent of our revenue with a gross margin of around 78 percent. We expanded the promotional activity around the beverage component resulting in positive same store beverage sales in 2003. We expect to continue to leverage this component.

      The amusement component offers traditional games of skill such as billiards and shuffleboard and the million dollar midway features high-energy technology games and classic redemption games that dispense tickets, which may be redeemed for prizes. This component represents approximately 47 percent of our revenue with a gross margin of around 89 percent. The amusements component of our business has been the softest component with same store revenues down 4.7 percent in 2003. In 2003, we invested in excess of $9 million in new games and will continue to add the latest in new games as they become available and prove to be attractive to our guests.

      Special event business is a very important component in that we believe over 30 percent of the guests attending a special event are in a Dave & Buster’s for the first time. This is a very advantageous way to introduce the concept to new guests and we have been very successful in turning this component of our business to positive same store performance. In 2003, it represented over 15 percent of total revenues.

      Cost of revenues — Costs of revenues includes the cost of food, beverages and Winner’s Circle amusement items and averages approximately 19% of revenues. We strive to control our cost of revenues and thereby maintain or improve our gross margins. Our cost of revenues are driven by product mix and pricing movements from third party suppliers. In 2004, we expect to begin purchasing a number of our Winner’s Circle items direct from Asia, which should reduce our overall amusement costs.

      Operating payroll and benefits — Operating payroll and benefits were 28.9% of revenue in 2003. Operating payroll and benefits expenses consist of wages, employer taxes and benefits for our store personnel. We continually review the opportunity for cost reductions principally through scheduling refinements.

      Other store operating expenses — Other store operating expenses consist of store-related occupancy, restaurant expenses, utilities, repair and maintenance and marketing costs.

      Liquidity and cash flows — Our primary source of cash flow is from net income and availability under our revolving credit facility.

      Quarterly Fluctuations, Seasonality, and Inflation — As a result of the substantial revenues associated with each new complex, the timing of new complex openings will result in significant fluctuations in quarterly results. We expect seasonality to be a factor in the operation or results of our business in the future with anticipated lower third quarter revenues due to the fall season and higher fourth quarter revenues associated with the year-end holidays. The effects of supplier price increases are expected to be partially offset by selected menu price increases. We believe that low inflation rates in our market areas

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Results of Operations

      The following table sets forth, for the periods indicated, a year-over-year comparison of our revenues:

      The decline in revenue in 2003 was due primarily to the weakness in the amusement component of our business while food and beverage declined only one half of one percent for 2003. The trend improved during the year as the economy began to show signs of improvement, with comparable store sales down 4.7 percent for the year, but down only 2.0 percent for the fourth quarter. Revenues from the acquisition of the Toronto complex in October 2003 and a full year’s contribution from the one new store opened in the second half of 2002 mitigated the decline in total revenues.

      In 2003, our revenue mix was 53 percent for food and beverage and 47 percent for amusements and other revenue. This compares to 52 percent and 48 percent, respectively, for 2002. Our recent emphasis on our special events and party business had a positive impact with comparable store party sales at 15.5 percent of total revenues compared to 13.6 percent last year.

      In 2002, total revenues increased due to one new store opening during the year and a full year contribution from the three stores opened in the second half of 2001. Revenues from comparable store sales declined by 3.2 percent, due to a continued weak economic environment.

      The following table sets forth, for the periods indicated, a year-over-year comparison of our cost of revenues:

      During 2003, amusement costs were up 20 basis points, while food and beverage costs were up 70 basis points. We expanded the beverage component promotional activity resulting in positive comparable store sales with a corresponding increase in cost.

      Cost of revenues for 2002 increased due to opening one new store during the year and a full year of operations on three stores opened in the second half of 2001 offset by a reduction in food costs and the impact of menu changes. Beverage and amusement costs were constant compared to prior year.

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      The following table sets forth, for the periods indicated, a year-over-year comparison of our operating payroll and benefits:

      In 2003 compared to 2002, the decrease in both absolute dollars and as a percentage of revenues is attributed to cost reduction initiatives, consisting of a reduction in workforce in the fourth quarter of 2002 and scheduling refinements implemented in the first quarter of 2003.

      During 2002, the increase in absolute dollars over the prior year is attributed to opening one new store during 2002 and a full year of operations for the three new stores opened in the second half of 2001 offset by a reduction in store hourly and management costs at all stores.

      The following table sets forth, for the periods indicated, a year-over-year comparison of our other store operating expenses:

      The 2003 decrease in both absolute dollars and as a percentage of revenues is primarily attributed to a $4 million reduction in the marketing costs for 2003. In fiscal 2004, we will substantially increase our marketing budget to just over 3 percent of revenues to implement new initiatives.

      The 2002 increase in absolute dollars and as a percentage of revenues over the prior year is attributed to opening one new store during 2002 and a full year of operations for the three stores opened in the second half of 2001. An increase in occupancy expense related to the sale-leaseback transactions for the Houston and Atlanta locations was also a factor.

      The following table sets forth, for the periods indicated, a year-over-year comparison of our general and administrative expenses:

      General and administrative expenses consist primarily of personnel, facilities and professional expenses for the various departments at corporate headquarters. The decrease in absolute dollars in 2003 compared to 2002 was attributed to a reduction in workforce in the fourth quarter of 2002 offset by higher costs from insurance premiums and employee benefits. The increase in these costs as a percentage of revenue was due to the revenue decline.

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      The increase in dollars and as a percentage of total revenues in 2002 compared to 2001 were attributed to higher employee compensation and benefits, occupancy costs, transaction costs related to the proposed merger agreements, legal and professional fees and insurance costs.

      The following table sets forth, for the periods indicated, a year-over-year comparison of our depreciation and amortization expenses:

      Expenditures for new facilities and those that substantially increase the useful lives of the property, including interest expense during construction, are capitalized, along with equipment purchases, at cost. Property and equipment, excluding most games are depreciated on the straight-line method over the estimated useful life of the assets. Games are generally depreciated on the 150 percent double-declining-balance method over the estimated useful life of the assets. Property and equipment lives are estimated as follows: buildings, 40 years; leasehold and building improvements, shorter of 20 years or lease life; furniture, fixtures and equipment, 5 to 10 years; games 5 years. These costs result in a charge to depreciation and amortization expense. Depreciation was relatively flat in 2003 compared to 2002 due to one new store opening late in 2002 and the acquisition of Toronto late in 2003.

      The following table sets forth, for the periods indicated, a year-over-year comparison of our preopening expenses:

      All start-up and preopening costs related to new store openings are expensed as incurred. There were no preopening costs in 2003 as compared to $1,488 and $4,578 in 2002 (1 new store) and 2001 (4 new stores) respectively.

      The following table sets forth, for the periods indicated, a year-over-year comparison of our interest expenses:

      Interest expense was essentially flat in 2003 as compared to 2002 in both absolute dollars and as a percentage of revenues. At the end of 2003, our total outstanding debt was $53.5 million, down $14.3 million from the end of 2002. The reduction in outstanding debt was attributed to repayments from cash flows resulting from increased earnings and no new store openings in 2003.

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      The following table sets forth, for the periods indicated, a year-over-year comparison of our provision for income taxes:

      In 2003 and 2002 our effective tax rate differed from the 35 percent statutory rate primarily due to the deduction for FICA tip credits.

      Pursuant to SFAS No. 142, we changed our accounting policy related to goodwill effective January 1, 2002. SFAS No. 142 requires that goodwill no longer be amortized to earnings, but instead should be reviewed for impairment at least annually. Under SFAS No. 142, impairment is deemed to exist when the carrying value of goodwill is greater that it’s implied fair value. This methodology differs from our previous policy, as permitted under accounting standards existing before SFAS No. 142, of using undiscounted cash flows of the businesses acquired over its estimated life.

      As a result of applying the new standards, the initial assessment of fair value of the Company resulted in a one-time charge for the entire write off of goodwill of $7,096. Recorded as a cumulative effect of a change in accounting principle, the write off of goodwill resulted in a negative $0.53 per diluted share for the year. The remaining intangible (trademark) is insignificant and continues to be amortized over its useful life.

      The following table sets forth, for the periods indicated, a year-over-year comparison of our net income (loss):

      Net income in absolute dollars and as a percentage of total revenue increased primarily due to our initiatives taken to control labor and operating expenses.

Liquidity and Capital Resources

      The increase in 2003 is attributed to the higher level of net income, partially offset by movements in working capital requirements. The decrease in 2002 to 2001 is due to reduced revenue per store, one time

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      The investing activities for 2003 included over $9 million in games, the acquisition of the Toronto complex from a licensee and normal capital expenditures at previously existing stores. The investing expenditures for 2002 are related to the opening of one new store and normal capital expenditures at existing stores, while in 2001 the investing expenditures represented the opening of four new stores as well as recurring capital expenditures at existing stores.