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): April 25, 2019
Dover Motorsports, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number 1-11929
Delaware | 51-0357525 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
1131 N. DuPont Highway Dover, Delaware |
19901 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (302) 883-6500
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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 ☐
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. ☐
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 April 25, 2019, we issued a press release announcing our financial results for the first quarter ended March 31, 2019. 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 | Press Release dated April 25, 2019 |
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 Motorsports, Inc. |
/s/ Denis McGlynn |
Denis McGlynn |
President and Chief Executive Officer |
Dated: April 25, 2019
Exhibit 99.1
FOR IMMEDIATE RELEASE | For further information, call: | |
Timothy R. Horne Sr. Vice President - Finance | ||
Dover, Delaware, April 25, 2019 | (302) 857-3292 |
DOVER MOTORSPORTS, INC. REPORTS RESULTS
FOR THE FIRST QUARTER ENDED MARCH 31, 2019
Dover Motorsports, Inc. (NYSE: DVD) today reported its results for the three months ended March 31, 2019.
The Company historically reports a loss in the first quarter due to the seasonality of our motorsports business. No major events were promoted during the first quarter of 2019 or 2018; therefore, our revenues were minimal.
Operating and marketing expenses decreased to $1,055,000 in the first quarter of 2019 from $1,151,000 in the first quarter of 2018, primarily due to the timing of advertising costs.
General and administrative expenses of $1,916,000 in the first quarter of 2019 also decreased slightly from $1,955,000 in the first quarter of 2018, primarily from lower employee costs.
Depreciation expense decreased to $793,000 in the first quarter of 2019 from $878,000 in the first quarter of 2018.
As previously reported, during the first quarter of 2018 we closed on the sale of a parcel of land in Nashville for net proceeds of approximately $5 million after closing costs, resulting in a gain of $2,512,000. We sold an additional 7.6 acres during the first quarter of 2019 for net proceeds of approximately $267,000, resulting in a gain of $139,000.
Provision for contingent obligation was $111,000 during the first quarter of 2019 compared to $67,000 for the first quarter of 2018.
Loss before income taxes was $3,481,000 for the first quarter of 2019 compared to $1,349,000 for the first quarter of 2018. On an adjusted basis, excluding the land sales, loss before income taxes was $3,620,000 for the first quarter of 2019 compared with $3,861,000 for the first quarter of 2018.
The Companys effective income tax rate was 28.5% in the first quarter of 2019 compared with 26.5% in the first quarter of 2018.
Net loss for the first quarter of 2019 was $2,490,000 or $.07 per diluted share compared with a loss of $992,000 or $.03 per diluted share in the first quarter of 2018. Net loss, adjusted for the aforementioned items, was $2,600,000 or $.07 per diluted share for the first quarter of 2019 compared to $2,976,000 or $.08 per diluted share for the first quarter of 2018.
The Companys financial condition continues to strengthen, with no outstanding borrowings and more than $2.5 million in available cash. During the first quarter this year, the Company repurchased 50,220 shares of its common stock on the open market at an average price of $2.02 per share, not including nominal brokerage commissions.
* * *
This release contains or may contain forward-looking statements based on managements beliefs and assumptions. Such statements are subject to various risks and uncertainties which could cause results to vary materially. Please refer to the Companys SEC filings for a discussion of such factors.
Dover Motorsports, Inc. is a leading promoter of NASCAR sanctioned and other motorsports events in the United States whose subsidiaries own and operate Dover International Speedway in Dover, Delaware and Nashville Superspeedway near Nashville, Tennessee. For further information, log on to dovermotorsports.com.
DOVER MOTORSPORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
In Thousands, Except Per Share Amounts
(Unaudited)
Three Months Ended | ||||||||
March 31, | ||||||||
2019 | 2018 | |||||||
Revenues: |
||||||||
Event-related |
$ | 129 | $ | 226 | ||||
|
|
|
|
|||||
Expenses: |
||||||||
Operating and marketing |
1,055 | 1,151 | ||||||
General and administrative |
1,916 | 1,955 | ||||||
Depreciation |
793 | 878 | ||||||
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|
|
|
|||||
3,764 | 3,984 | |||||||
|
|
|
|
|||||
Gain on sale of land |
139 | 2,512 | ||||||
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|
|
|
|||||
Operating loss |
(3,496 | ) | (1,246 | ) | ||||
Interest expense |
(6 | ) | (40 | ) | ||||
Provision for contingent obligation |
(111 | ) | (67 | ) | ||||
Other income |
132 | 4 | ||||||
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Loss before income taxes |
(3,481 | ) | (1,349 | ) | ||||
Income tax benefit |
991 | 357 | ||||||
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Net loss |
$ | (2,490 | ) | $ | (992 | ) | ||
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Net loss per common share: |
||||||||
Basic |
$ | (0.07 | ) | $ | (0.03 | ) | ||
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Diluted |
$ | (0.07 | ) | $ | (0.03 | ) | ||
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Weighted average shares outstanding: |
||||||||
Basic |
36,032 | 36,234 | ||||||
Diluted |
36,032 | 36,234 |
DOVER MOTORSPORTS, INC.
RECONCILIATION OF GAAP LOSS BEFORE INCOME TAXES
TO ADJUSTED LOSS BEFORE INCOME TAXES
AND RECONCILIATION OF GAAP NET LOSS TO ADJUSTED NET LOSS
In Thousands, Except Per Share Amounts
(Unaudited)
Three Months Ended |
||||||||
March 31, | ||||||||
2019 | 2018 | |||||||
GAAP loss before income taxes |
$ | (3,481 | ) | $ | (1,349 | ) | ||
Gain on sale of land (1) |
(139 | ) | (2,512 | ) | ||||
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Adjusted loss before income taxes |
$ | (3,620 | ) | $ | (3,861 | ) | ||
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GAAP net loss |
$ | (2,490 | ) | $ | (992 | ) | ||
Gain on sale of land, net of income taxes (1) |
(110 | ) | (1,984 | ) | ||||
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Adjusted net loss |
$ | (2,600 | ) | $ | (2,976 | ) | ||
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GAAP net loss per common share - basic and diluted |
$ | (0.07 | ) | $ | (0.03 | ) | ||
Gain on sale of land, net of income taxes (1) |
| (0.05 | ) | |||||
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Adjusted net loss per common share - basic and diluted |
$ | (0.07 | ) | $ | (0.08 | ) | ||
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(1) | During the first quarter of 2019 and 2018, we closed on sales of parcels of land at our Nashville Superspeedway facility resulting in gains of $139,000 and $2,512,000, respectively. |
The above financial information is presented using other than generally accepted accounting principles (non-GAAP), and is reconciled to comparable information presented using GAAP. Non-GAAP adjusted loss before income taxes, adjusted net loss and adjusted net loss per common share - basic and diluted are derived by adjusting amounts determined in accordance with GAAP for the aforementioned gain on sale of land. Income taxes are based on our approximate statutory tax rates. We believe such non-GAAP information is useful and meaningful to investors, and is used by investors and us to assess core operations. This non-GAAP financial information may not be comparable to similarly titled measures used by other entities and should not be considered as an alternative to loss before income taxes, net loss or net loss per common share - basic and diluted, which are determined in accordance with GAAP |
DOVER MOTORSPORTS, INC.
CONSOLIDATED BALANCE SHEETS
In Thousands
(Unaudited)
March 31, | March 31, | December 31, | ||||||||||
2019 | 2018 | 2018 | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash |
$ | 2,552 | $ | 352 | $ | 3,951 | ||||||
Accounts receivable |
1,844 | 1,935 | 676 | |||||||||
Inventories |
21 | 15 | 21 | |||||||||
Prepaid expenses and other |
1,268 | 1,290 | 1,055 | |||||||||
Income taxes receivable |
| 562 | | |||||||||
Assets held for sale |
| | 531 | |||||||||
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Total current assets |
5,685 | 4,154 | 6,234 | |||||||||
Property and equipment, net |
47,599 | 50,261 | 48,137 | |||||||||
Nashville Superspeedway facility |
23,505 | 23,567 | 23,567 | |||||||||
Other assets |
1,098 | 1,086 | 1,015 | |||||||||
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Total assets |
$ | 77,887 | $ | 79,068 | $ | 78,953 | ||||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
$ | 99 | $ | 166 | $ | 187 | ||||||
Accrued liabilities |
2,238 | 2,403 | 3,083 | |||||||||
Payable to Dover Downs Gaming & Entertainment, Inc. |
| 12 | 9 | |||||||||
Income taxes payable |
118 | | 118 | |||||||||
Contract liabilities |
4,496 | 5,298 | 1,140 | |||||||||
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Total current liabilities |
6,951 | 7,879 | 4,537 | |||||||||
Revolving line of credit, net |
| 500 | | |||||||||
Liability for pension benefits |
720 | 2,263 | 773 | |||||||||
Provision for contingent obligation |
2,495 | 2,027 | 2,384 | |||||||||
Deferred income taxes |
7,390 | 8,326 | 8,371 | |||||||||
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Total liabilities |
17,556 | 20,995 | 16,065 | |||||||||
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Stockholders equity: |
||||||||||||
Common stock |
1,809 | 1,826 | 1,805 | |||||||||
Class A common stock |
1,851 | 1,851 | 1,851 | |||||||||
Additional paid-in capital |
101,320 | 101,659 | 101,416 | |||||||||
Accumulated deficit |
(41,316 | ) | (43,777 | ) | (38,826 | ) | ||||||
Accumulated other comprehensive loss |
(3,333 | ) | (3,486 | ) | (3,358 | ) | ||||||
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Total stockholders equity |
60,331 | 58,073 | 62,888 | |||||||||
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Total liabilities and stockholders equity |
$ | 77,887 | $ | 79,068 | $ | 78,953 | ||||||
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DOVER MOTORSPORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
In Thousands
(Unaudited)
Three Months Ended March 31, |
||||||||
2019 | 2018 | |||||||
Operating activities: |
||||||||
Net loss |
$ | (2,490 | ) | $ | (992 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation |
793 | 878 | ||||||
Amortization of credit facility fees |
15 | 16 | ||||||
Stock-based compensation |
108 | 105 | ||||||
Deferred income taxes |
(991 | ) | (357 | ) | ||||
Provision for contingent obligation |
111 | 67 | ||||||
(Gains) losses on equity investments |
(87 | ) | 16 | |||||
Gain on sale of land |
(139 | ) | (2,512 | ) | ||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
(1,168 | ) | (1,459 | ) | ||||
Prepaid expenses and other |
(222 | ) | (180 | ) | ||||
Accounts payable |
(39 | ) | 105 | |||||
Accrued liabilities |
(845 | ) | (646 | ) | ||||
Payable to Dover Downs Gaming & Entertainment, Inc. |
(9 | ) | 5 | |||||
Contract liabilities |
3,356 | 4,049 | ||||||
Liability for pension benefits |
(18 | ) | (519 | ) | ||||
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Net cash used in operating activities |
(1,625 | ) | (1,424 | ) | ||||
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Investing activities: |
||||||||
Capital expenditures |
(398 | ) | (139 | ) | ||||
Proceeds from sale of land and equipment, net |
827 | 4,945 | ||||||
Purchases of equity investments |
(4 | ) | (35 | ) | ||||
Proceeds from sale of equity investments |
1 | 33 | ||||||
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Net cash provided by investing activities |
426 | 4,804 | ||||||
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Financing activities: |
||||||||
Borrowings from revolving line of credit |
| 2,460 | ||||||
Repayments on revolving line of credit |
| (5,200 | ) | |||||
Repurchase of common stock |
(200 | ) | (289 | ) | ||||
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Net cash used in financing activities |
(200 | ) | (3,029 | ) | ||||
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Net (decrease) increase in cash |
(1,399 | ) | 351 | |||||
Cash, beginning of period |
3,951 | 1 | ||||||
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Cash, end of period |
$ | 2,552 | $ | 352 | ||||
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