8-K

United States

Securities And Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2014

Dover Downs Gaming & Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number 1-16791

Delaware	51-0414140
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1131 N. DuPont Highway
Dover, Delaware	19901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (302) 674-4600

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition and

Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure.

On January 30, 2014, we issued a press release announcing our financial results for the fourth quarter ended December 31, 2013.  A copy of our press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

99.1Press Release dated January 30, 2014

99.2Reconciliation of Operating (Loss) Earnings to EBITDA

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.

	Dover Downs Gaming & Entertainment, Inc.
	/s/ Denis McGlynn
	Denis McGlynn
	President and Chief Executive Officer
Dated:  January 30, 2014

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated January 30, 2014, issued by Dover Downs Gaming & Entertainment, Inc.
99.2	Reconciliation of Operating (Loss) Earnings to EBITDA

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	For further information, call:
	Timothy R. Horne - Sr. Vice President-Finance
Dover, Delaware, January 30, 2014	(302) 857-3292

DOVER DOWNS GAMING & ENTERTAINMENT, INC. REPORTS RESULTS

FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2013

Dover Downs Gaming & Entertainment, Inc. (NYSE-DDE) today reported results for the fourth quarter and year ended December 31, 2013.

The Company’s revenues were $46,592,000 for the fourth quarter of 2013 compared with $48,559,000 for the fourth quarter of 2012.

Gaming revenues of $40,775,000 were down 5.7% compared to the fourth quarter of last year.

Other operating revenues improved to $5,817,000 from $5,310,000 due to higher cash rooms and food and beverage revenue.  Occupancy levels in the Dover Downs Hotel were approximately 81% for the fourth quarter of 2013 and 2012.

General and administrative and depreciation expense were both lower than the fourth quarter of 2012.

Interest expense increased to $485,000 during the quarter as a result of higher interest rates and fees offsetting lower average outstanding borrowings.

Net loss was ($418,000), or ($.01) per diluted share, compared with a net loss of ($528,000), or ($.02) per diluted share for the fourth quarter of 2012.

Net earnings for the year were $13,000, or $.00 per diluted share compared with $4,807,000 or $.15 per diluted share for 2012.

* * *

This release contains or may contain forward-looking statements based on management’s beliefs and assumptions.  Such statements are subject to various risks and uncertainties that could cause results to vary materially.  Please refer to the Company’s SEC filings for a discussion of such factors.

Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE), Dover Downs Hotel & Casino® is a premier gaming and entertainment resort destination in the Mid-Atlantic region. Gaming operations consist of approximately 2,500 slots and a full complement of table games including poker.  The AAA-rated Four Diamond hotel is Delaware’s largest with 500 luxurious rooms/suites and amenities including a full-service spa/salon, concert hall and 41,500 sq. ft. of multi-use event space.  Live, world-class harness racing is featured November through April, and horse racing is simulcast year-round.  Professional football parlay betting is accepted during the season.  Additional property amenities include multiple restaurants from fine dining to casual fare, bars/lounges and retail shops.  For more information, please visit www.doverdowns.com.

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

In Thousands, Except Per Share Amounts

(Unaudited)

	Three Months Ended						Years Ended
	December 31,						December 31,
	2013			2012			2013			2012
Revenues:
Gaming (1)	$	40,775		$	43,249		$	172,991		$	203,055
Other operating (2)	5,817			5,310			24,240			22,857
	46,592			48,559			197,231			225,912
Expenses:
Gaming	38,868			41,000			162,398			182,951
Other operating	4,275			4,009			17,314			16,359
General and administrative	1,335			1,506			5,645			6,034
Depreciation	2,315			2,528			9,726			10,297
	46,793			49,043			195,083			215,641
Operating (loss) earnings	(201		)	(484		)	2,148			10,271
Interest expense	(485		)	(388		)	(1,752		)	(1,805		)
(Loss) earnings before income taxes	(686		)	(872		)	396			8,466
Income tax benefit (expense)	268			344			(383		)	(3,659		)
Net (loss) earnings	$	(418	)	$	(528	)	$	13		$	4,807
Net (loss) earnings per common share:
- Basic	$	(0.01	)	$	(0.02	)	$	—		$	0.15
- Diluted	$	(0.01	)	$	(0.02	)	$	—		$	0.15
Weighted average shares outstanding:
- Basic	31,849			31,745			31,849			31,745
- Diluted	31,849			31,745			31,849			31,745

(1)Gaming revenues from the Company’s slot machine and table game operations include the total win from such operations.  The Delaware State Lottery Office collects the win and remits a portion thereof to the Company as its commission for acting as a Licensed Agent.  The difference between total win and the amount remitted to the Company is reflected in gaming expenses.

(2)Other operating revenues do not include the retail amount of promotional allowances which are provided to customers on a complimentary basis.

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

In Thousands

(Unaudited)

	December 31,			December 31,
	2013			2012
ASSETS
Current assets:
Cash	$	12,950		$	14,993
Accounts receivable	4,248			4,093
Due from State of Delaware	8,225			9,708
Inventories	1,957			1,921
Prepaid expenses and other	2,432			3,207
Income taxes receivable	138			155
Deferred income taxes	1,268			1,284
Total current assets	31,218			35,361
Property and equipment, net	160,570			168,963
Other assets	932			938
Total assets	$	192,720		$	205,262
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,480		$	3,785
Purses due horsemen	7,978			9,833
Accrued liabilities	10,513			10,361
Payable to Dover Motorsports, Inc.	4			—
Deferred revenue	463			346
Revolving line of credit	47,040			—
Total current liabilities	70,478			24,325
Revolving line of credit	—			58,500
Liability for pension benefits	3,353			6,983
Deferred income taxes	2,725			1,994
Total liabilities	76,556			91,802
Stockholders’ equity:
Common stock	1,774			1,590
Class A common stock	1,487			1,660
Additional paid-in capital	4,663			4,136
Retained earnings	109,335			109,322
Accumulated other comprehensive loss	(1,095		)	(3,248		)
Total stockholders’ equity	116,164			113,460
Total liabilities and stockholders’ equity	$	192,720		$	205,262

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands

(Unaudited)

	Years Ended
	December 31,
	2013			2012
Operating activities:
Net earnings	$	13		$	4,807
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	9,726			10,297
Amortization of credit facility origination fees	183			101
Stock-based compensation	682			793
Deferred income taxes	(519		)	(318		)
Gain from insurance settlement	(22		)	—
Changes in assets and liabilities:
Accounts receivable	(155		)	(111		)
Due from State of Delaware	1,483			(268		)
Inventories	(36		)	(61		)
Prepaid expenses and other	662			310
Income taxes receivable/payable	(138		)	(928		)
Accounts payable	915			(470		)
Purses due horsemen	(1,855		)	829
Accrued liabilities	152			(1,571		)
Payable to Dover Motorsports, Inc.	4			(11		)
Deferred revenue	117			92
Other liabilities	(75		)	(325		)
Net cash provided by operating activities	11,137			13,166
Investing activities:
Capital expenditures	(1,574		)	(2,625		)
Insurance proceeds	74			—
Purchase of available-for-sale securities	(37		)	—
Proceeds from sale of available-for-sale securities	31			—
Net cash used in investing activities	(1,506		)	(2,625		)
Financing activities:
Borrowings from revolving line of credit	72,160			19,620
Repayments of revolving line of credit	(83,620		)	(30,120		)
Dividends paid	—			(3,575		)
Repurchase of common stock	(144		)	(107		)
Credit facility fees	(70		)	—
Net cash used in financing activities	(11,674		)	(14,182		)
Net decrease in cash	(2,043		)	(3,641		)
Cash, beginning of year	14,993			18,634
Cash, end of year	$	12,950		$	14,993

EX-99.2

Exhibit 99.2

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

SUPPLEMENTAL DATA

RECONCILIATION OF OPERATING (LOSS) EARNINGS TO EBITDA

In Thousands

(Unaudited)

	Three Months Ended  December 31,						Years Ended  December 31,
	2013			2012			2013		2012
Reconciliation of operating (loss) earnings to EBITDA:
Operating (loss) earnings	$	(201	)	$	(484	)	$	2,148	$	10,271
Depreciation	2,315			2,528			9,726		10,297
EBITDA	$	2,114		$	2,044		$	11,874	$	20,568

We define EBITDA as earnings before interest, taxes, depreciation and amortization.  EBITDA is a supplemental non-GAAP financial measure commonly used by management and industry analysts to evaluate our operations. We believe that EBITDA provides useful information to investors regarding our ability to service debt. EBITDA should not be construed as an alternative to operating earnings (as an indicator of our operating performance) or cash flows from operations (as a measure of liquidity) as determined in accordance with accounting principles generally accepted in the United States of America. Not all companies calculate EBITDA in the same manner, and EBITDA as presented by Dover Downs Gaming & Entertainment, Inc. may not be comparable to similarly titled measures presented by other companies.