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 25, 2018
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 |
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Dover, Delaware |
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19901 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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 25, 2018, we issued a press release announcing our financial results for the third quarter ended September 30, 2018. 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
99.1 |
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99.2 |
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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.
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Dover Downs Gaming & Entertainment, Inc. |
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|
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/s/ Denis McGlynn |
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Denis McGlynn |
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President and Chief Executive Officer |
Dated: October 25, 2018
FOR IMMEDIATE RELEASE |
For further information, call: |
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Timothy R. Horne - Sr. Vice President-Finance |
Dover, Delaware, October 25, 2018 |
(302) 857-3292 |
DOVER DOWNS GAMING & ENTERTAINMENT, INC. REPORTS RESULTS
FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2018
Dover Downs Gaming & Entertainment, Inc. (NYSE-DDE) today reported results for the three months ended September 30, 2018.
Gaming revenues increased 2.8% to $36,723,000 compared to $35,716,000 for the third quarter of 2017. Slot machine and table game win were both higher, and sports betting win improved as a result of recently expanded sports wagering in Delaware. These increases were offset by lower wagering on horse racing compared to last year.
Other operating revenues of $9,284,000 were up slightly compared to the third quarter of 2017 from an increase in food and beverage revenue offset by a decline in rooms revenue during the quarter. Occupancy levels in the Dover Downs Hotel were almost 90% for the third quarter of both years, while average rates were lower this year.
General and administrative costs were $1,355,000 for the third quarter compared to $1,316,000 last year.
Costs incurred to date related to the Companys pending merger with Twin River Worldwide Holdings, Inc. were $765,000 during the quarter.
Including the merger related costs, the Companys pretax loss was ($149,000) compared with ($225,000) for the third quarter of last year.
Net loss was ($269,000), or ($.01) per diluted share compared with net loss of ($138,000) or $.00 per diluted share for the third quarter of 2017.
Capital spending increased to $3,029,000 for the nine months ended September 30, 2018 as compared to $1,764,000 for the comparable period last year, and related primarily to renovations to the Dover Downs Hotel and improvements related to the recently opened Pearl Oyster Grill.
* * *
This release contains or may contain forward-looking statements based on managements beliefs and assumptions. Such statements are subject to various risks and uncertainties that could cause results to vary materially. Please refer to the Companys 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 2,200 slots, a full complement of table games, including poker, and a newly expanded race and sports book taking single game wagers on professional and college sports. The AAA-rated Four Diamond hotel is Delawares 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. 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 |
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Nine Months Ended |
| ||||||||
|
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September 30, |
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September 30, |
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|
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2018 |
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2017 * |
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2018 |
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2017 * |
| ||||
Revenues: |
|
|
|
|
|
|
|
|
| ||||
Gaming |
|
$ |
36,723 |
|
$ |
35,716 |
|
$ |
104,752 |
|
$ |
104,249 |
|
Other operating |
|
9,284 |
|
9,245 |
|
28,547 |
|
27,865 |
| ||||
|
|
46,007 |
|
44,961 |
|
133,299 |
|
132,114 |
| ||||
Expenses: |
|
|
|
|
|
|
|
|
| ||||
Gaming |
|
34,427 |
|
34,446 |
|
99,992 |
|
100,427 |
| ||||
Other operating |
|
7,493 |
|
7,141 |
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22,182 |
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21,403 |
| ||||
General and administrative |
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1,355 |
|
1,316 |
|
4,082 |
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4,024 |
| ||||
Merger costs |
|
765 |
|
|
|
765 |
|
|
| ||||
Depreciation |
|
2,010 |
|
2,096 |
|
6,200 |
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6,128 |
| ||||
|
|
46,050 |
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44,999 |
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133,221 |
|
131,982 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating (loss) earnings |
|
(43 |
) |
(38 |
) |
78 |
|
132 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Interest expense |
|
(190 |
) |
(217 |
) |
(598 |
) |
(634 |
) | ||||
Other income |
|
84 |
|
30 |
|
251 |
|
118 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Loss before income taxes |
|
(149 |
) |
(225 |
) |
(269 |
) |
(384 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Income tax (expense) benefit |
|
(120 |
) |
87 |
|
(120 |
) |
83 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net loss |
|
$ |
(269 |
) |
$ |
(138 |
) |
$ |
(389 |
) |
$ |
(301 |
) |
|
|
|
|
|
|
|
|
|
| ||||
Net loss per common share: |
|
|
|
|
|
|
|
|
| ||||
- Basic |
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$ |
(0.01 |
) |
$ |
|
|
$ |
(0.01 |
) |
$ |
(0.01 |
) |
- Diluted |
|
$ |
(0.01 |
) |
$ |
|
|
$ |
(0.01 |
) |
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
| ||||
Weighted average shares outstanding: |
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|
|
|
|
|
|
|
| ||||
- Basic |
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32,447 |
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32,322 |
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32,446 |
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32,321 |
| ||||
- Diluted |
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32,447 |
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32,322 |
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32,446 |
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32,321 |
|
* Prior-period information has been restated for the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, and ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which we adopted on January 1, 2018.
DOVER DOWNS GAMING & ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
In Thousands
(Unaudited)
|
|
September 30, |
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December 31, |
| ||
|
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2018 |
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2017 * |
| ||
ASSETS |
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Current assets: |
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|
|
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Cash |
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$ |
10,184 |
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$ |
10,714 |
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Accounts receivable |
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2,784 |
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3,557 |
| ||
Due from State of Delaware |
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8,958 |
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5,720 |
| ||
Inventories |
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2,059 |
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1,928 |
| ||
Prepaid expenses and other |
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3,504 |
|
2,840 |
| ||
Receivable from Dover Motorsports, Inc. |
|
6 |
|
7 |
| ||
Income taxes receivable |
|
294 |
|
318 |
| ||
Total current assets |
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27,789 |
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25,084 |
| ||
|
|
|
|
|
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Property and equipment, net |
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131,460 |
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134,527 |
| ||
Other assets |
|
404 |
|
564 |
| ||
Deferred income taxes |
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1,656 |
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1,786 |
| ||
Total assets |
|
$ |
161,309 |
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$ |
161,961 |
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|
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|
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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|
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Accounts payable |
|
$ |
2,569 |
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$ |
2,571 |
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Purses due horsemen |
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8,960 |
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5,814 |
| ||
Accrued liabilities |
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8,372 |
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8,111 |
| ||
Deferred credits |
|
120 |
|
49 |
| ||
Contract liabilities |
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3,954 |
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3,724 |
| ||
Revolving line of credit |
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16,500 |
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19,900 |
| ||
Total current liabilities |
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40,475 |
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40,169 |
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|
|
|
|
|
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Liability for pension benefits |
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6,713 |
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7,483 |
| ||
Total liabilities |
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47,188 |
|
47,652 |
| ||
|
|
|
|
|
| ||
Stockholders equity: |
|
|
|
|
| ||
Common stock |
|
1,841 |
|
1,827 |
| ||
Class A common stock |
|
1,487 |
|
1,487 |
| ||
Additional paid-in capital |
|
5,976 |
|
5,877 |
| ||
Retained earnings |
|
109,462 |
|
109,817 |
| ||
Accumulated other comprehensive loss |
|
(4,645 |
) |
(4,699 |
) | ||
Total stockholders equity |
|
114,121 |
|
114,309 |
| ||
Total liabilities and stockholders equity |
|
$ |
161,309 |
|
$ |
161,961 |
|
* Prior-period information has been restated for the adoption of ASU No. 2014-09, Revenue from Contracts with Customers, which we adopted on January 1, 2018.
DOVER DOWNS GAMING & ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
In Thousands
(Unaudited)
|
|
Nine Months Ended |
| ||||
|
|
September 30, |
| ||||
|
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2018 |
|
2017 * |
| ||
Operating activities: |
|
|
|
|
| ||
Net loss |
|
$ |
(389 |
) |
$ |
(301 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
| ||
Depreciation |
|
6,200 |
|
6,128 |
| ||
Amortization of credit facility origination fees |
|
30 |
|
42 |
| ||
Stock-based compensation |
|
187 |
|
243 |
| ||
Deferred income taxes |
|
98 |
|
(233 |
) | ||
Gains on equity investments |
|
(5 |
) |
|
| ||
Changes in assets and liabilities: |
|
|
|
|
| ||
Accounts receivable |
|
773 |
|
729 |
| ||
Due from State of Delaware |
|
(3,238 |
) |
(454 |
) | ||
Inventories |
|
(131 |
) |
(164 |
) | ||
Prepaid expenses and other |
|
(671 |
) |
(1,185 |
) | ||
Receivable from/payable to Dover Motorsports, Inc. |
|
1 |
|
34 |
| ||
Income taxes receivable |
|
22 |
|
50 |
| ||
Accounts payable |
|
73 |
|
238 |
| ||
Purses due horsemen |
|
3,146 |
|
115 |
| ||
Accrued liabilities |
|
261 |
|
(848 |
) | ||
Deferred credits |
|
71 |
|
23 |
| ||
Contract liabilities |
|
230 |
|
469 |
| ||
Liability for pension benefits |
|
(648 |
) |
(347 |
) | ||
Net cash provided by operating activities |
|
6,010 |
|
4,539 |
| ||
|
|
|
|
|
| ||
Investing activities: |
|
|
|
|
| ||
Capital expenditures |
|
(3,029 |
) |
(1,764 |
) | ||
Purchase of equity investments |
|
(33 |
) |
(47 |
) | ||
Proceeds from sale of equity investments |
|
29 |
|
44 |
| ||
Net cash used in investing activities |
|
(3,033 |
) |
(1,767 |
) | ||
|
|
|
|
|
| ||
Financing activities: |
|
|
|
|
| ||
Borrowings from revolving line of credit |
|
34,180 |
|
58,670 |
| ||
Repayments of revolving line of credit |
|
(37,580 |
) |
(62,420 |
) | ||
Repurchase of common stock |
|
(74 |
) |
(74 |
) | ||
Credit facility fees |
|
(33 |
) |
(35 |
) | ||
Net cash used in financing activities |
|
(3,507 |
) |
(3,859 |
) | ||
|
|
|
|
|
| ||
Net decrease in cash |
|
(530 |
) |
(1,087 |
) | ||
Cash, beginning of period |
|
10,714 |
|
11,677 |
| ||
Cash, end of period |
|
$ |
10,184 |
|
$ |
10,590 |
|
* Prior-period information has been restated for the adoption of ASU No. 2014-09, Revenue from Contracts with Customers, which we adopted on January 1, 2018.
DOVER DOWNS GAMING & ENTERTAINMENT, INC.
SUPPLEMENTAL DATA
RECONCILIATION OF NET LOSS TO EBITDA
In Thousands
(Unaudited)
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
| ||||
Reconciliation of net loss to EBITDA: |
|
|
|
|
|
|
|
|
| ||||
Net loss |
|
$ |
(269 |
) |
$ |
(138 |
) |
$ |
(389 |
) |
$ |
(301 |
) |
Income tax expense (benefit) |
|
120 |
|
(87 |
) |
120 |
|
(83 |
) | ||||
Loss before income taxes |
|
(149 |
) |
(225 |
) |
(269 |
) |
(384 |
) | ||||
Interest expense |
|
190 |
|
217 |
|
598 |
|
634 |
| ||||
Depreciation |
|
2,010 |
|
2,096 |
|
6,200 |
|
6,128 |
| ||||
EBITDA |
|
$ |
2,051 |
|
$ |
2,088 |
|
$ |
6,529 |
|
$ |
6,378 |
|
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 (loss) (as an indicator of our operating performance) 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.