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): October 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 October 30, 2014, we issued a press release announcing our financial results for the third quarter ended September 30, 2014.  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 October 30, 2014

99.2Reconciliation of Net Earnings (Loss) 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:October 30, 2014

2

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated October 30, 2014, issued by Dover Downs Gaming & Entertainment, Inc.
99.2	Reconciliation of Net Earnings (Loss) 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, October 30, 2014	(302) 857-3292

DOVER DOWNS GAMING & ENTERTAINMENT, INC. REPORTS RESULTS

FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2014

Dover Downs Gaming & Entertainment, Inc. (NYSE-DDE) today reported results for the three months ended September 30, 2014.

Gaming revenues of $41,349,000 were down 5.5% compared to the third quarter of 2013.  The revenue decline was primarily attributable to increased competition in the region.

Other operating revenues of $6,639,000 were up 4.8% compared to the third quarter of 2013.  The improvement was from increased cash rooms revenue and food and beverage revenue.  Occupancy levels in the Dover Downs Hotel were more than 91% for the third quarter of 2014.

Gaming expenses were lower from the lower gaming revenue and from the state sharing in a portion of slot machine vendor costs beginning July 1, 2014.

General and administrative costs were $1,468,000 for the third quarter compared to $1,354,000 last year.

Interest expense decreased to $412,000 during the quarter primarily from lower average outstanding borrowings.

Net earnings were $699,000, or $.02 per diluted share compared with $223,000 or $.01 per diluted share for the third quarter of 2013.

Denis McGlynn, the Company’s President and Chief Executive Officer, stated:  “While the legislation that was passed on June 30 has been helpful, we have operated at a loss for the first nine months of the year.  We’re continuing our discussions with the state with the goal of arriving at a new formula for the distribution of gaming revenues.  Just as changes to the formula have been made over the years to steadily increase the state’s share, change is again needed to allow the gaming industry to earn a fair rate of return on their investments taking into account the increased gaming supply in the region.  The “Delaware Lottery & Gaming Study Commission” has reconvened and will be meeting through the end of the year with commission recommendations to the Governor and the legislature due by January 15.”

* * *

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 EARNINGS (LOSS)

In Thousands, Except Per Share Amounts

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Revenues:
Gaming (1)	$	41,349		$	43,736		$	120,415		$	132,216
Other operating (2)	6,639			6,337			19,256			18,423
	47,988			50,073			139,671			150,639
Expenses:
Gaming	38,260			41,105			113,626			123,530
Other operating	4,638			4,407			13,691			13,039
General and administrative	1,468			1,354			4,284			4,310
Depreciation	2,196			2,378			6,764			7,411
	46,562			49,244			138,365			148,290
Operating earnings	1,426			829			1,306			2,349
Interest expense	(412		)	(460		)	(1,312		)	(1,267		)
Earnings (loss) before income taxes	1,014			369			(6		)	1,082
Income tax expense	(315		)	(146		)	(184		)	(651		)
Net earnings (loss)	$	699		$	223		$	(190	)	$	431
Net earnings (loss) per common share:
- Basic	$	0.02		$	0.01		$	(0.01	)	$	0.01
- Diluted	$	0.02		$	0.01		$	(0.01	)	$	0.01
Weighted average shares outstanding:
- Basic	31,962			31,849			31,961			31,848
- Diluted	31,962			31,849			31,961			31,848

(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)

	September 30,			December 31,
	2014			2013
ASSETS
Current assets:
Cash	$	11,075		$	12,950
Accounts receivable	3,500			4,248
Due from State of Delaware	8,568			8,225
Inventories	1,932			1,957
Prepaid expenses and other	3,398			2,432
Receivable from Dover Motorsports, Inc.	29			—
Income taxes receivable	—			138
Deferred income taxes	1,296			1,268
Total current assets	29,798			31,218
Property and equipment, net	154,469			160,570
Other assets	883			932
Total assets	$	185,150		$	192,720
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,087		$	4,480
Purses due horsemen	8,607			7,978
Accrued liabilities	10,552			10,513
Payable to Dover Motorsports, Inc.	—			4
Income taxes payable	322			—
Deferred revenue	450			463
Revolving line of credit	40,500			47,040
Total current liabilities	63,518			70,478
Liability for pension benefits	3,013			3,353
Deferred income taxes	2,304			2,725
Total liabilities	68,835			76,556
Stockholders’ equity:
Common stock	1,788			1,774
Class A common stock	1,487			1,487
Additional paid-in capital	4,986			4,663
Retained earnings	109,145			109,335
Accumulated other comprehensive loss	(1,091		)	(1,095		)
Total stockholders’ equity	116,315			116,164
Total liabilities and stockholders’ equity	$	185,150		$	192,720

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands

(Unaudited)

	Nine Months Ended
	September 30,
	2014			2013
Operating activities:
Net (loss) earnings	$	(190	)	$	431
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation	6,764			7,411
Amortization of credit facility origination fees	106			140
Stock-based compensation	441			525
Deferred income taxes	(435		)	(333		)
Gain from insurance settlement	—			(22		)
Changes in assets and liabilities:
Accounts receivable	748			405
Due from State of Delaware	(343		)	407
Inventories	25			(112		)
Prepaid expenses and other	(934		)	(799		)
Receivable from/payable to Dover Motorsports, Inc.	(33		)	(12		)
Accounts payable	(1,393		)	(424		)
Purses due horsemen	629			(523		)
Accrued liabilities	39			(503		)
Income taxes payable/receivable	443			262
Deferred revenue	(13		)	(9		)
Liability for pension benefits	(335		)	(20		)
Net cash provided by operating activities	5,519			6,824
Investing activities:
Capital expenditures	(640		)	(1,283		)
Insurance settlement proceeds	—			74
Purchase of available-for-sale securities	(28		)	(27		)
Proceeds from sale of available-for-sale securities	26			25
Net cash used in investing activities	(642		)	(1,211		)
Financing activities:
Borrowings from revolving line of credit	81,470			56,140
Repayments of revolving line of credit	(88,010		)	(62,140		)
Repurchase of common stock	(104		)	(144		)
Credit facility fees	(108		)	(70		)
Net cash used in financing activities	(6,752		)	(6,214		)
Net decrease in cash	(1,875		)	(601		)
Cash, beginning of period	12,950			14,993
Cash, end of period	$	11,075		$	14,392

EX-99.2

Exhibit 99.2

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

SUPPLEMENTAL DATA

RECONCILIATION OF NET EARNINGS (LOSS) TO EBITDA

In Thousands

(Unaudited)

	Three Months Ended  September 30,				Nine Months Ended  September 30,
	2014		2013		2014			2013
Reconciliation of net earnings (loss) to EBITDA:
Net earnings (loss)	$	699	$	223	$	(190	)	$	431
Income tax expense	315		146		184			651
Earnings (loss) before income taxes	1,014		369		(6		)	1,082
Interest expense	412		460		1,312			1,267
Depreciation	2,196		2,378		6,764			7,411
EBITDA	$	3,622	$	3,207	$	8,070		$	9,760

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 net 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.