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): April 26, 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
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))

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 April 26, 2018, we issued a press release announcing our financial results for the first quarter ended March 31, 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	Press Release dated April 26, 2018
99.2	Reconciliation of Net 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: April 26, 2018

2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	For further information, call:
	Timothy R. Horne - Sr. Vice President-Finance
Dover, Delaware, April 26, 2018	(302) 857-3292

DOVER DOWNS GAMING & ENTERTAINMENT, INC. REPORTS

RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2018

·      PAYS: $18.1 MILLION TO STATE AND HORSEMEN

·      LOSES: $361,000 FOR THE QUARTER

Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE) today reported results for the three months ended March 31, 2018.

The Company’s revenues for the first quarter of 2018 were $43,159,000 compared with $44,012,000 for the first quarter of 2017.

Gaming revenues of $34,134,000 were down 3.3% compared to the first quarter of last year, primarily from lower slot machine win.

Other operating revenues increased to $9,025,000 compared to $8,706,000 last year.  Occupancy levels in the Dover Downs Hotel were approximately 73% for the first quarter of 2018 compared with 74% for the first quarter of 2017.

General and administrative expenses were consistent with last year.

Depreciation expense increased to $2,140,000 from $1,946,000 last year.

Net loss was ($273,000), or ($.01) per diluted share, compared with net loss of ($196,000), or ($.01) per diluted share for the first quarter of 2017.

Denis McGlynn, the Company’s President and Chief Executive Officer, stated:  “Once again the Company demonstrated substantial gaming operational profitability which once again was totally wiped out by an unfair and outdated gaming revenue sharing formula.

“Legislation has been introduced to implement a more fair and realistic formula and we hope the Delaware Legislature and Administration will act favorably on it.”

* * *

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 2,300 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
	March 31,
	2018			2017*
Revenues:
Gaming	$	34,134		$	35,306
Other operating	9,025			8,706
	43,159			44,012
Expenses:
Gaming	32,835			33,866
Other operating	7,034			6,837
General and administrative	1,385			1,375
Depreciation	2,140			1,946
	43,394			44,024
Operating loss	(235		)	(12		)
Interest expense	(209		)	(209		)
Other income	83			44
Loss before income taxes	(361		)	(177		)
Income tax benefit (expense)	88			(19		)
Net loss	$	(273	)	$	(196	)
Net loss per common share:
- Basic	$	(0.01	)	$	(0.01	)
- Diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding:
- Basic	32,444			32,319
- Diluted	32,444			32,319

*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)

	March 31,			December 31,
	2018			2017*
ASSETS
Current assets:
Cash	$	11,520		$	10,714
Accounts receivable	3,463			3,557
Due from State of Delaware	1,866			5,720
Inventories	1,954			1,928
Prepaid expenses and other	2,178			2,840
Receivable from Dover Motorsports, Inc.	12			7
Income taxes receivable	318			318
Total current assets	21,311			25,084
Property and equipment, net	133,274			134,527
Other assets	373			564
Deferred income taxes	1,862			1,786
Total assets	$	156,820		$	161,961
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,709		$	2,571
Purses due horsemen	1,889			5,814
Accrued liabilities	7,268			8,111
Deferred credits	170			49
Contract liabilities	3,913			3,724
Revolving line of credit	19,500			19,900
Total current liabilities	35,449			40,169
Liability for pension benefits	7,298			7,483
Total liabilities	42,747			47,652
Stockholders’ equity:
Common stock	1,841			1,827
Class A common stock	1,487			1,487
Additional paid-in capital	5,871			5,877
Retained earnings	109,578			109,817
Accumulated other comprehensive loss	(4,704		)	(4,699		)
Total stockholders’ equity	114,073			114,309
Total liabilities and stockholders’ equity	$	156,820		$	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)

	Three Months Ended March 31,
	2018			2017*
Operating activities:
Net loss	$	(273	)	$	(196	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	2,140			1,946
Amortization of credit facility origination fees	10			13
Stock-based compensation	82			128
Deferred income taxes	(88		)	(10		)
Losses on equity investments	5			—
Changes in assets and liabilities:
Accounts receivable	94			692
Due from State of Delaware	3,854			5,396
Inventories	(26		)	(197		)
Prepaid expenses and other	659			226
Receivable from Dover Motorsports, Inc.	(5		)	(1		)
Income taxes receivable	—			(21		)
Accounts payable	213			(94		)
Purses due horsemen	(3,925		)	(5,565		)
Accrued liabilities	(843		)	(1,827		)
Deferred credits	121			156
Contract liabilities	189			472
Liability for pension benefits	(144		)	(94		)
Net cash provided by operating activities	2,063			1,024
Investing activities:
Capital expenditures	(782		)	(574		)
Purchase of equity investments	(11		)	(31		)
Proceeds from sale of equity investments	10			30
Net cash used in investing activities	(783		)	(575		)
Financing activities:
Borrowings from revolving line of credit	24,760			29,730
Repayments of revolving line of credit	(25,160		)	(30,980		)
Repurchase of common stock	(74		)	(74		)
Net cash used in financing activities	(474		)	(1,324		)
Net increase (decrease) in cash	806			(875		)
Cash, beginning of period	10,714			11,677
Cash, end of period	$	11,520		$	10,802

*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.

EX-99.2

Exhibit 99.2

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

SUPPLEMENTAL DATA

RECONCILIATION OF NET LOSS TO EBITDA

In Thousands

(Unaudited)

	Three Months Ended March 31,
	2018			2017
Reconciliation of net loss to EBITDA:
Net loss	$	(273	)	$	(196	)
Income tax benefit (expense)	88			(19		)
Loss before income taxes	(361		)	(177		)
Interest expense	209			209
Depreciation	2,140			1,946
EBITDA	$	1,988		$	1,978

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.