DOVER DOWNS GAMING & ENTERTAINMENT INC - 10-Q Quarterly Report

United States Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2004

Commission file number 1-16791

Dover Downs Gaming & Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware	51-0414140
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification Number)

1131 North DuPont Highway, Dover, Delaware 19901

(Address of principal executive offices)

(302) 674-4600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý No o

As of October 31, 2004, the number of shares of each class of the registrant’s common stock outstanding is as follows:

	Common Stock -		10,404,212 shares
	Class A Common Stock -		16,075,059 shares

Part I – Financial Information

Item 1. Financial Statements

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

CONSOLIDATED STATEMENT OF EARNINGS

In Thousands, Except Per Share Amounts

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
Revenues:
Gaming	$	51,022	$	47,105	$	145,290	$	132,954
Other operating	9,147		8,151		25,895		23,235
Gross revenues	60,169		55,256		171,185		156,189
Less – promotional allowances	5,224		4,957		15,153		13,649
	54,945		50,299		156,032		142,540

Expenses:
Gaming	39,458		36,982		114,023		104,514
Other operating	4,150		2,601		9,722		7,605
General and administrative	1,065		928		3,310		2,997
Depreciation	1,691		1,532		5,081		4,557
	46,364		42,043		132,136		119,673

Operating earnings	8,581		8,256		23,896		22,867

Interest expense	183		196		512		663

Earnings before income taxes	8,398		8,060		23,384		22,204

Income taxes	3,416		3,278		9,510		9,030

Net earnings	$	4,982	$	4,782	$	13,874	$	13,174

Net earnings per common share (Note 3):
Basic	$	0.19	$	0.18	$	0.52	$	0.50
Diluted	$	0.19	$	0.18	$	0.52	$	0.50

The Notes to the Consolidated Financial Statements are an integral part of these consolidated statements.

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEET

In Thousands, Except Share and Per Share Amounts

(Unaudited)

	September 30, 2004			December 31, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	14,957		$	14,138
Accounts receivable	984			1,914
Due from State of Delaware	10,216			8,670
Inventories	2,107			1,801
Prepaid expenses and other	2,869			2,414
Prepaid income taxes	140			—
Deferred income taxes	983			878
Total current assets	32,256			29,815

Property and equipment, net	123,942			122,344
Total assets	$	156,198		$	152,159

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,297		$	6,516
Purses due horsemen	9,833			7,957
Accrued liabilities	6,176			6,015
Payable to Dover Motorsports, Inc.	105			96
Income taxes payable	—			53
Deferred revenue	251			261
Total current liabilities	21,662			20,898

Notes payable to banks	24,000			31,225
Deferred income taxes	6,659			5,061

Commitments and contingencies (see Notes to the Consolidated Financial Statements)

Stockholders’ equity:
Preferred stock, $0.10 par value; 1,000,000 shares authorized; issued and outstanding: none	—			—
Common stock, $0.10 par value; 74,000,000 shares authorized; issued and outstanding: September 30, 2004-10,404,712 shares; December 31, 2003-10,333,112 shares	1,040			1,033
Class A common stock, $0.10 par value; 50,000,000 shares authorized; issued and outstanding: September 30, 2004-16,075,059 shares; December 31, 2003-16,145,059 shares	1,608			1,615
Additional paid-in capital	67,550			67,454
Retained earnings	34,238			24,873
Deferred compensation	(559		)	—
Total stockholders’ equity	103,877			94,975
Total liabilities and stockholders’ equity	$	156,198		$	152,159

The Notes to the Consolidated Financial Statements are an integral part of these consolidated statements.

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

In Thousands

(Unaudited)

	Nine Months Ended September 30,
	2004			2003
Operating activities:
Net earnings	$	13,874		$	13,174
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	5,081			4,557
Amortization of credit facility origination fees	46			21
Amortization of deferred compensation	42			—
Deferred income taxes	1,163			756
Changes in assets and liabilities:
Accounts receivable	930			867
Due from State of Delaware	(1,546		)	(685		)
Inventories	(306		)	(262		)
Prepaid expenses and other	(501		)	(1,372		)
Prepaid income taxes/income taxes payable	137			1,392
Accounts payable	(2,860		)	781
Purses due horsemen	1,876			593
Accrued liabilities	161			(551		)
Payable to/receivable from Dover Motorsports, Inc.	9			582
Deferred revenue	(10		)	94
Net cash provided by operating activities	18,096			19,947

Investing activities:
Capital expenditures	(5,038		)	(2,672		)
Net cash used in investing activities	(5,038		)	(2,672		)

Financing activities:
Borrowings from revolving debt	146,855			120,545
Repayments of revolving debt	(154,080		)	(131,935		)
Dividends paid	(4,509		)	(3,981		)
Repurchase of common stock	(505		)	(1,523		)
Net cash used in financing activities	(12,239		)	(16,894		)

Net increase in cash and cash equivalents	819			381
Cash and cash equivalents, beginning of period	14,138			12,836
Cash and cash equivalents, end of period	$	14,957		$	13,217

Supplemental information:
Interest paid	$	483		$	794
Income taxes paid	$	8,212		$	7,218

The Notes to the Consolidated Financial Statements are an integral part of these consolidated statements.

DOVER DOWNS GAMING & ENTERTAINMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – Basis of Presentation

References in this document to “the Company,” “Gaming & Entertainment,” “we,” “us” and “our” mean Dover Downs Gaming & Entertainment, Inc. and its wholly owned subsidiaries.

The accompanying consolidated financial statements have been prepared in compliance with Rule 10-01 of Regulation S-X and accounting principles generally accepted in the United States of America, but do not include all of the information and disclosures required for audited financial statements. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K filed on March 9, 2004. In the opinion of management, these statements include all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of operations, financial position and cash flows for the interim periods presented. Operating results for the three and nine-month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

NOTE 2 - Business Operations

Dover Downs Gaming & Entertainment, Inc. is a diversified gaming and entertainment company whose operations consist of Dover Downs Slots – a 91,000 square foot video lottery (slots) casino complex; the Dover Downs Hotel and Conference Center – featuring luxury accommodations with conference, banquet, fine dining, ballroom and concert hall facilities; and Dover Downs Raceway – a harness racing track with pari-mutuel wagering on live and simulcast horse races.

Gaming & Entertainment has two wholly owned subsidiaries: Dover Downs, Inc. and Dover Downs Management Corp. Dover Downs, Inc. was incorporated in 1967 and began motorsports and harness racing operations in 1969. In June of 1994, legislation authorizing video lottery operations in the State of Delaware (the “State”) was adopted. The Company’s video lottery (slots) casino operations began on December 29, 1995. As a result of several restructurings, Dover Downs, Inc. became a wholly owned subsidiary of Dover Motorsports, Inc. (f/k/a Dover Downs Entertainment, Inc.) (“DVD”), and became the operating entity for all of DVD’s gaming operations.

Dover Downs Gaming & Entertainment, Inc. was incorporated in the State in December of 2001 as a wholly owned subsidiary of DVD. Effective March 31, 2002, DVD completed a tax-free spin-off of its gaming operations by contributing 100% of the issued and outstanding common stock of Dover Downs, Inc. to the Company, and subsequently distributing 100% of the issued and outstanding common stock of the Company to DVD stockholders. Immediately following the spin-off, Dover Downs Gaming & Entertainment, Inc. became an independent public company.

The Company is authorized to conduct video lottery operations as a “Licensed Agent” under the Delaware State Lottery Code. Pursuant to Delaware’s Horse Racing Redevelopment Act, enacted in 1994, the Delaware State Lottery Office administers and controls the operation of the video lottery.

The Company’s license from the Delaware Harness Racing Commission (the “Commission”) to hold harness race meetings on our premises and to offer pari-mutuel wagering on live and simulcast horse races must be renewed on an annual basis. In order to maintain its license to conduct video lottery operations, the Company is required to maintain its harness horse racing license. The Company has received an annual license from the Commission for the past 35 consecutive years and management believes that its relationship with the Commission remains good.

Our entertainment complex is located in Dover, the capital of the State of Delaware. Approximately 70% of our customers come from Maryland, Pennsylvania, Virginia and the District of Columbia. In July 2004, Pennsylvania adopted legislation which authorizes up to 61,000 slot machines at various existing and proposed venues throughout the state, predominantly horse racing facilities. It is difficult for us to predict the effect that such legislation will have on us, but we estimate that one or more facilities in Pennsylvania are likely to begin operations in 2006. Pennsylvania will have one of the highest effective tax rates on slot machine gaming in the country and will charge an up front $50,000,000 license fee to the horse racing and casino venues that are granted a gaming license. Management has estimated that slot win from Pennsylvania patrons represents approximately 7% of our total slot win.

Due to the nature of the Company’s business activities, it is subject to various federal, state and local regulations.

NOTE 3 - Summary of Significant Accounting Policies

Basis of consolidation—The consolidated financial statements include the accounts of Gaming & Entertainment and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.

Revenue and expense recognition—Gaming revenues represent (i) the net win from video lottery (slot) machine wins and losses and (ii) commissions from pari-mutuel wagering. Other operating revenues consist of hotel rooms revenue, food and beverage sales and other miscellaneous income.

For the video lottery operations, which account for more than 80% of gross revenues for all periods presented, the difference between the amount wagered by bettors and the amount paid out to bettors is referred to as the win. The win is included in the amount recorded in the Company’s consolidated financial statements as gaming revenue. The Delaware State Lottery Office sweeps the win from the video lottery operations, collects the State’s share of the win and the amount due to the vendors under contract with the State who provide the video lottery (slot) machines and associated computer systems, collects the amount allocable to purses for harness horse racing and remits the remainder to the Company as its commission for acting as a Licensed Agent. Gaming expenses include the amounts collected by the State (i) for the State’s share of the win, (ii) for remittance to the providers of the video lottery (slot) machines and associated computer systems, and (iii) for harness horse racing purses. The Company recognizes revenues from pari-mutuel commissions earned from live harness horse racing and importing of simulcast signals from other race tracks when the race occurs. Revenues from hotel rooms, food and beverage sales and other miscellaneous income are recognized at the time the service is provided.

The retail value of hotel rooms, food, beverage and other items that are provided to customers without charge has been included in gross revenues, and a corresponding amount has been deducted as promotional allowances. The estimated direct cost of providing these items has been charged to the casino through interdepartmental allocations and is included in gaming expenses in the consolidated statement of earnings.

The Company currently has a point loyalty program for its video lottery customers which allows them to earn points based on the volume of their video lottery activity. The points can be redeemed for various services and merchandise throughout the gaming facility; however, they are not presently redeemable for cash or casino play. The Company records the points as an expense when they are redeemed by the customers. The value of all points outstanding as of September 30, 2004 and December 31, 2003 was $5,160,000 and $4,592,000, respectively.

Earnings per share-Basic and diluted earnings per share (“EPS”) are calculated in accordance with Financial Accounting Standards Board (“FASB”) Statement No. 128, Earnings Per Share. Weighted average shares used in computing basic and diluted EPS are as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2004	2003	2004	2003
Basic EPS	26,475,000	26,478,000	26,477,000	26,522,000
Effect of dilutive securities	48,000	31,000	75,000	27,000
Diluted EPS	26,523,000	26,509,000	26,552,000	26,549,000

Dilutive securities include stock options and unvested restricted stock awards.

For the three and nine months ended September 30, 2004, options to purchase approximately 296,000 and 281,000 shares of common stock, respectively, were outstanding, but were not included in the computation of diluted EPS because the options’ exercise prices were greater than the average market price of the common stock during the period. For the three and nine months ended September 30, 2003, options to purchase approximately 679,000 and 677,000 shares of common stock, respectively, were outstanding but not included in the computation for the same reason.

Accounting for stock-based compensation—The Company has a stock incentive plan which provides for the grant of stock options and/or restricted stock to officers and key employees. The Company accounts for stock options in accordance with FASB Statement No. 123, Accounting for Stock-Based Compensation, as amended by FASB Statement No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123. Statement No. 123 defines a fair-value based method of accounting for stock-based compensation plans; however, it allows the continued use of the intrinsic value method under Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. The Company has elected to continue to use the intrinsic value method and based on this method did not record any stock-based compensation expense related to its stock options during the three and nine-month periods ended September 30, 2004 and 2003. The Company’s restricted stock vests based on continued employment with the Company. Restricted stock awards result in compensation expense as discussed in NOTE 6 – Stockholders’ Equity.

The following table illustrates the effect on net earnings and net earnings per common share if the Company had applied the fair-value recognition provisions of Statement No. 123 to stock-based employee compensation related to its stock options and awards:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2004				2003				2004				2003
Net earnings, as reported	$	4,982,000			$	4,782,000			$	13,874,000			$	13,174,000
Add: Stock-based employee compensation expense included in reported net earnings, net of related tax effects	15,000				—				25,000				—
Deduct: Total stock-based employee compensation expense determined under fair-value based method for all awards, net of related tax effects	(159,000			)	(154,000			)	(460,000			)	(462,000		)
Pro forma net earnings	$		4,838,000		$		4,628,000		$		13,439,000		$	12,712,000

Net earnings per common share:
Basic – as reported	$		0.19		$		0.18		$		0.52		$	0.50
Basic – pro forma	$		0.18		$		0.17		$		0.51		$	0.48

Diluted – as reported	$		0.19		$		0.18		$		0.52		$	0.50
Diluted – pro forma	$		0.18		$		0.17		$		0.51		$	0.48

Property and equipment—Property and equipment is stated at cost. Depreciation is provided for financial reporting purposes using the straight-line method. Accumulated depreciation was $32,343,000 and $27,799,000 as of September 30, 2004 and December 31, 2003, respectively.

Use of estimates—The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications—Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation. These reclassifications had no effect on net earnings.

NOTE 4 – Indebtedness

The Company has a $40,000,000 credit facility, as amended effective February 19, 2004, that expires on April 30, 2006. Interest is based, at the Company’s option, upon (i) LIBOR plus 0.75% or (ii) the base rate (the greater of the prime rate or the federal funds rate plus 0.5%) minus 1%. The terms of the credit facility contain, among others, minimum net worth, interest coverage and maximum leverage covenant requirements. Material adverse changes in the Company’s results of operations could impact its ability to maintain financial ratios necessary to satisfy these requirements. The facility is for seasonal funding needs, capital improvements and other general corporate purposes. At September 30, 2004, the Company was in compliance with all terms of the facility and there was $24,000,000 outstanding at a weighted average interest rate of 2.59%. After consideration of stand by letters of credit outstanding, $15,900,000 was available pursuant to the facility at September 30, 2004.

NOTE 5 – Pension Plans

The Company maintains a non-contributory, tax qualified defined benefit pension plan. All of Gaming & Entertainment’s full time employees are eligible to participate in the pension plan. Benefits provided by the Gaming & Entertainment pension plan are based on years of service and employees’ remuneration over their term of employment. Pension costs are funded in accordance with the provisions of the Internal Revenue Code. The Company also maintains a non-qualified, non-contributory defined benefit pension plan for certain employees to restore pension benefits reduced by federal income tax regulations. The cost associated with the plan is determined using the same actuarial methods and assumptions as those used for the Company’s qualified pension plan.

The components of net periodic pension cost are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
Service cost	$	282,000		$	178,000		$	678,000		$	534,000
Interest cost	58,000			52,000			194,000			156,000
Expected return on plan assets	(55,000		)	(36,000		)	(169,000		)	(108,000		)
Recognized net actuarial loss	4,000			13,000			28,000			39,000
Amortization of prior service cost	3,000			2,000			7,000			6,000
	$	292,000		$	209,000		$	738,000		$	627,000

The Company expects to contribute $300,000 to its pension plans in 2004, all of which was contributed during the nine months ended September 30, 2004.

NOTE 6 – Stockholders’ Equity

Changes in the components of stockholders’ equity are as follows:

	Common Stock			Class A Common Stock			Additional Paid-in Capital			Retained Earnings			Deferred Compensation
Balance at December 31, 2003	$	1,033,000		$	1,615,000		$	67,454,000		$	24,873,000		$	—
Net earnings	—			—			—			13,874,000			—
Dividends paid, $0.17 per share	—			—			—			(4,509,000		)	—
Issuance of restricted stock awards	5,000			—			596,000			—			(601,000		)
Amortization of deferred compensation	—			—			—			—			42,000
Conversion of Class A common stock to common stock	7,000			(7,000		)	—			—			—
Repurchase and retirement of common stock	(5,000		)	—			(500,000		)	—			—
Balance at September 30, 2004	$	1,040,000		$	1,608,000		$	67,550,000		$	34,238,000		$	(559,000	)

On October 27, 2004, the Company’s Board of Directors declared a quarterly cash dividend on both classes of common stock of $0.06 per share. The dividend is payable on December 10, 2004 to shareholders of record at the close of business on November 10, 2004.

On October 23, 2002, the Company’s Board of Directors authorized the repurchase of up to 2,000,000 shares of the Company’s outstanding common stock. The purchases may be made in the open market or in privately negotiated transactions as conditions warrant. The repurchase authorization does not obligate the Company to acquire any specific number of shares and may be suspended at any time. During the three and nine months ended September 30, 2004, Gaming & Entertainment purchased and retired 50,400 shares of its outstanding common stock at an average purchase price of $9.94 per share, not including nominal brokerage commissions. During the nine months ended September 30, 2003, the Company purchased and retired 169,945 shares of its outstanding common stock at an average purchase price of $8.90 per share, not including nominal brokerage commissions. At September 30, 2004, the Company had remaining repurchase authority of 1,779,655 shares.

The Company has a stock incentive plan which provides for the grant of up to 1,500,000 shares of stock to our officers and key employees through stock options and/or awards valued in whole or in part by reference to our common stock, such as restricted stock awards. Under the plan, option grants must have an exercise price of not less than 100% of the fair market value of the underlying shares of common stock at the date of the grant. The stock options have eight-year terms and generally vest equally over a period of six years from the date of grant. The restricted stock vests an aggregate of twenty percent each year beginning on the second anniversary date of the grant. During the nine months ended September 30, 2004, the Company issued 52,000 shares of restricted stock to certain officers and key employees. The aggregate market value of the restricted stock at the date of issuance has been recorded as deferred compensation, a separate component of stockholders’ equity, and is being amortized on a straight-line basis over the six-year service period. As of September 30, 2004, there were 636,129 shares available for granting options or stock awards.

NOTE 7 - Related Party Transactions

During the three and nine months ended September 30, 2004 and 2003, Gaming & Entertainment allocated costs of $364,000 and $957,000, and $607,000 and $1,469,000, respectively, to DVD for certain administrative and operating services. Additionally, DVD allocated costs of $40,000 and $102,000, respectively, to Gaming & Entertainment for the three and nine months ended September 30, 2004. The allocations were based on an analysis of each company’s share of the costs. In connection with DVD’s NASCAR event weekends at Dover International Speedway, Gaming & Entertainment provided certain catering services for which DVD was invoiced $485,000 and $930,000, and $131,000 and $474,000, during the three and nine months ended September 30, 2004 and 2003, respectively. Additionally, DVD invoiced Gaming & Entertainment $105,000 and $236,000, and $91,000 and

$206,000, during the three and nine months ended September 30, 2004 and 2003, respectively, for tickets purchased and other services related to the Dover events. As of September 30, 2004, Gaming & Entertainment’s consolidated balance sheet includes a $105,000 payable to DVD for the aforementioned items. The Company has since settled the payable in the fourth quarter of 2004. The net costs incurred by each company for these services are not necessarily indicative of the costs that would have been incurred if the companies had been unrelated entities and/or had otherwise independently managed these functions; however, management believes that these costs are reasonable.

The Company’s use of DVD’s 5/8-mile harness racing track is under an easement granted to the Company by DVD which does not require the payment of any rent. Under the terms of the easement, the Company has exclusive use of the harness track during the period beginning November 1 of each year and ending April 30 of the following year, together with set up and tear down rights for the two weeks before and after such period. The harness track is located on property owned by DVD and is on the inside of DVD’s motorsports superspeedway. The Company’s indoor grandstands are used by DVD at no charge in connection with its motorsports events. DVD also leases its principal executive office space from the Company. Various easements and agreements relative to access, utilities and parking have also been entered into between DVD and the Company relative to their respective Dover, Delaware facilities.

NOTE 8 – Commitments and Contingencies

The Company is a party to ordinary routine litigation incidental to its business. Management does not believe that the resolution of any of these matters is likely to have a serious adverse effect on our results of operations, financial condition or cash flows.

The Company has employment, severance and noncompete agreements with certain of its officers and directors under which certain change of control, severance and noncompete payments and benefits might become payable in the event of a change in control of the Company, defined to include a tender offer or the closing of a merger or similar corporate transactions. In the event of such a change in control of the Company and the subsequent termination of employment of all employees covered under these agreements, the maximum contingent liability would be approximately $4,762,000.

Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

The following discussion is based upon and should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

More than 80% of the Company’s gross revenue is derived from video lottery (slot) machine win (as defined below). Several factors contribute to the video lottery (slot) machine win for any gaming company, including, but not limited to:

• Proximity to major population bases,

• Competition in the company’s market,

• The quantity and types of slot machines available,

• The quality of the physical property,

• Other amenities offered on site,

• Customer service levels, and

• Marketing programs.

The Company believes that it holds a strong position in each of these areas. Our entertainment complex is located in Dover, the capital of the State of Delaware. We draw patrons from several major metropolitan areas. Philadelphia, Baltimore and Washington, D.C. are all within a 2 hour drive. According to the 2000 United States Census, approximately 32.8 million people live within 150 miles of the complex. There are significant barriers to entry related to the gaming business in Delaware, such as the statutory limitation of gaming licenses to the three existing horse racing facilities. The Company’s property, designed and developed with the assistance of Caesars World Gaming Development Corporation (“Caesars”) is similar to properties found in the country’s largest gaming markets. The Company offers the only luxury hotel in the Delaware gaming market, providing a strong marketing tool, especially to higher-end players. The Company also utilizes its recently improved slot marketing system to allow for the most efficient marketing programs and the highest levels of customer service.

Because all of our operations are located at one facility, we face the risk of increased competition in surrounding states from the legalization of new or additional gaming venues. The Company has therefore focused on creating the region’s premier gaming destination and building and rewarding customer loyalty through innovative marketing efforts and unparalleled customer service.

Results of Operations

Gaming revenues represent (i) the net win from video lottery (slot) machine wins and losses and (ii) commissions from pari-mutuel wagering. Other operating revenues consist of hotel rooms revenue, food and beverage sales and other miscellaneous income.

For the video lottery operations, the difference between the amount wagered by bettors and the amount paid out to bettors is referred to as the win. The win is included in the amount recorded in the Company’s financial statements as gaming revenue. The Delaware State Lottery Office sweeps the win from the video lottery operations, collects the State’s share of the win and the amount due to the vendors under contract with the State who provide the video lottery (slot) machines and associated computer systems, collects the amount allocable to purses for harness horse racing and remits the remainder to the Company as its commission for acting as a Licensed Agent. Gaming expenses include the amounts collected by the State (i) for the State’s share of the win, (ii) for remittance to the providers of the video lottery (slot) machines and associated computer systems, and (iii) for harness horse racing purses. The Company recognizes revenues from pari-mutuel commissions earned from live harness horse racing and importing of simulcast signals from other race tracks when the race occurs. Revenues from hotel rooms, food and beverage sales and other miscellaneous income are recognized at the time the service is provided.

The retail value of hotel rooms, food, beverage and other items that are provided to customers without charge has been included in gross revenues and a corresponding amount has been deducted as promotional allowances. The estimated direct cost of providing these items has been charged to the casino through interdepartmental allocations and is included in gaming expenses in the consolidated statement of earnings.

Three Months Ended September 30, 2004 vs. Three Months Ended September 30, 2003

Gaming revenues increased by $3,917,000, or 8.3%, to $51,022,000 in the third quarter of 2004, primarily the result of increased play in our casino. During the first quarter of 2004, we added 500 new video lottery (slot) machines which increased our average number of machines from 2,000 in the third quarter of 2003 to 2,500 in the third quarter of 2004. Additionally, we have redirected our marketing efforts to attract more profitable casino customers by providing additional complimentary and discounted rooms in our hotel. We believe that our marketing efforts have been effective at attracting customers to our casino and consequently increasing slot win.

Other operating revenues increased by $996,000, or 12.2%, to $9,147,000 in the third quarter of 2004, primarily due to increased concert sales related to an outdoor concert held during the quarter and higher occupancy levels at the Dover Downs Hotel and Conference Center.

Other operating revenues for the third quarter of 2004 and 2003 included $5,224,000 and $4,957,000, respectively, related to promotional items provided to customers without charge. The increase in promotional allowances is primarily due to the Company’s expanded marketing efforts to attract more casino customers to the hotel by providing additional complimentary and discounted hotel rooms.

Gaming expenses increased by $2,476,000, or 6.7%, reflecting the higher gaming revenues. Amounts retained by the State of Delaware and the amount collected by the State for payment to the vendors under contract with the State who provide the video lottery (slot) machines and associated computer systems increased by $1,297,000 and $261,000, respectively. Amounts allocated from the video lottery operation for harness horse racing purses increased from $5,523,000 in the third quarter of 2003 to $5,942,000 in the third quarter of 2004. The remaining $499,000 increase in gaming expenses relates primarily to higher payroll as a result of our casino expansion and increased benefit costs.

Other operating expenses increased by $1,549,000, or 59.6%, reflecting the higher other operating revenues. Concert promotion expenses represented the largest increase in other operating expenses. Payroll and related costs in the food and beverage department and increased food costs, due to the addition of higher quality menu items, were the other significant increases in other operating expenses.

General and administrative expenses increased by $137,000 to $1,065,000 from $928,000 in the third quarter of 2003 primarily the result of higher payroll and related costs and expenses related to the Company’s compliance with the Sarbanes-Oxley Act of 2002.

Depreciation expense increased by $159,000, primarily due to the construction of 11,000 additional square feet of gaming space to accommodate the installation of 500 video lottery (slot) machines within our existing casino complex during the first quarter of 2004 and the purchase of a new customer management and slot data system that went into service in April 2004.

Interest expense decreased by $13,000, primarily due to the decrease in outstanding borrowings under our credit facility, partially offset by an increase in the Company’s average interest rate from 1.92% during the third quarter of 2003 to 2.38% during the third quarter of 2004.

The Company’s effective income tax rate was 40.7% for the third quarter ended September 30, 2004 and 2003.

Net earnings were $4,982,000 in the third quarter of 2004 as compared to $4,782,000 in the third quarter of 2003. The increase of $200,000, or 4.2%, was primarily due to the improved results for our gaming operations that resulted from an increase in slot win during the quarter.

Nine Months Ended September 30, 2004 vs. Nine Months Ended September 30, 2003

Gaming revenues increased by $12,336,000, or 9.3%, to $145,290,000 in the first nine months of 2004, primarily the result of increased play in our casino. During the first quarter of 2004, we added 500 new video lottery (slot) machines which increased our average number of machines from 2,000 in the first nine months of 2003 to 2,410 in the first nine months of 2004. Additionally, we have redirected our marketing efforts to attract more profitable casino customers by providing additional complimentary and discounted rooms in our hotel. We believe that our marketing efforts have been effective at attracting customers to our casino and consequently increasing slot win.

Other operating revenues increased by $2,660,000, or 11.4%, to $25,895,000 in the first nine months of 2004, primarily due to higher occupancy levels at the Dover Downs Hotel and Conference Center and increased food, beverage and concert sales.

Other operating revenues for the first nine months of 2004 and 2003 included $15,153,000 and $13,649,000, respectively, related to promotional items provided to customers without charge. The increase in promotional allowances is primarily due to the Company’s expanded marketing efforts to attract more casino customers to the hotel by providing additional complimentary and discounted hotel rooms.

Gaming expenses increased by $9,509,000, or 9.1%, reflecting the higher gaming revenues. Amounts retained by the State of Delaware and the amount collected by the State for payment to the vendors under contract with the State who provide the video lottery (slot) machines and associated computer systems increased by $4,565,000 and $1,057,000, respectively. Amounts allocated from the video lottery operation for harness horse racing purses increased from $15,304,000 in the first nine months of 2003 to $16,674,000 in the first nine months of 2004. Collectively, these statutory costs increased as a percentage of gaming revenues in the first nine months of 2004 as

compared to the first nine months of 2003 in part due to a 1.25% surcharge imposed by the State on the Company’s share of the video lottery (slot) proceeds that took effect in June of 2003. The remaining $2,517,000 increase in gaming expenses relates primarily to higher payroll as a result of our casino expansion and increased benefit and marketing costs.

Other operating expenses increased by $2,117,000, or 27.8%, reflecting the higher other operating revenues. Concert promotion expenses represented the largest increase in other operating expenses. Payroll and related costs in the food and beverage department and increased food costs, due to the addition of higher quality menu items, were the other significant increases in other operating expenses.

General and administrative expenses increased by $313,000 to $3,310,000 from $2,997,000 in the first nine months of 2003 primarily the result of higher payroll and related costs, legal costs, and audit and consulting expenses related to the Company’s compliance with the Sarbanes-Oxley Act of 2002.

Depreciation expense increased by $524,000, primarily due to the construction of 11,000 additional square feet of gaming space to accommodate the installation of 500 video lottery (slot) machines within our existing casino complex during the first quarter of 2004 and the purchase of a new customer management and slot data system that went into service in April 2004.

Interest expense decreased by $151,000, primarily due to the decrease in outstanding borrowings under our credit facility, partially offset by an increase in the Company’s average interest rate from 2.09% during the first nine months of 2003 to 2.13% during the first nine months of 2004.

The Company’s effective income tax rate was 40.7% for the nine months ended September 30, 2004 and 2003.

Net earnings were $13,874,000 in the first nine months of 2004 as compared to $13,174,000 in the first nine months of 2003. The increase of $700,000, or 5.3%, was primarily due to the improved results for our gaming operations that resulted from an increase in slot win during the period.

Liquidity and Capital Resources

Net cash provided by operating activities was $18,096,000 for the nine months ended September 30, 2004 compared to $19,947,000 for the nine months ended September 30, 2003. The decrease was primarily due to the timing of payments to vendors and certain income tax payments. These decreases were partially offset by the increase in net earnings before depreciation and amortization from $17,752,000 in the first nine months of 2003 to $19,043,000 in the first nine months of 2004.

Net cash used in investing activities was $5,038,000 for the nine months ended September 30, 2004 compared to $2,672,000 for the nine months ended September 30, 2003. The increase in 2004 as compared with 2003 was primarily due to the construction of 11,000 additional square feet of gaming space to accommodate the installation of 500 newly authorized video lottery (slot) machines within our existing casino complex and the purchase of a new customer management and slot data system.

Net cash used in financing activities was $12,239,000 for the nine months ended September 30, 2004 compared to $16,894,000 for the nine months ended September 30, 2003. The decrease in net cash used in financing activities in 2004 was primarily due to lower net repayments of borrowings under our credit facility in the first nine months of 2004 as a result of the aforementioned increase in capital expenditures. Additionally, the Company repurchased 50,400 shares of its outstanding common stock for $505,000 during the first nine months of 2004 as compared to 169,945 shares for $1,523,000 during the first nine months of 2003. The Company paid $4,509,000 and $3,981,000 in regular quarterly cash dividends during the nine months ended September 30, 2004 and 2003, respectively.

On October 23, 2002, the Company’s Board of Directors authorized the repurchase of up to 2,000,000 shares of the Company’s outstanding common stock. The purchases may be made in the open market or in privately negotiated transactions as conditions warrant. The repurchase authorization does not obligate the Company to acquire any specific number of shares and may be suspended at any time. During the nine months ended September 30, 2004, Gaming & Entertainment purchased and retired 50,400 shares of its outstanding common stock at an average purchase price of $9.94 per share, not including nominal brokerage commissions. During the nine months ended September 30, 2003, the Company purchased and retired 169,945 shares of its outstanding common stock at an average purchase price of $8.90 per share, not including nominal brokerage commissions.

Based on current business conditions, the Company expects to make additional capital expenditures of approximately $2,000,000 through 2004. These expenditures primarily relate to additional amenities at our luxury hotel and site improvements, such as parking and signage, as well as the conversion of a portion of our casino floor to ticket-in, ticket-out (cashless) technology. Additionally, the Company expects to contribute $300,000 to its pension plans in 2004, all of which was contributed during the nine months ended September 30, 2004.

We have a $40,000,000 unsecured revolving line of credit agreement. At September 30, 2004, $24,000,000 was outstanding under the facility. Based on current business trends, we believe that our cash flows from operations and the funds available pursuant to our revolving credit facility will be sufficient to meet our short and long-term cash needs. Any significant expansion of our gaming facility that we may decide to undertake, any significant acquisitions, or any material adverse change in our operations could cause the need for additional financing. The Company expects that its net cash flows from operating activities and funds available from its credit facility will be sufficient to provide for its working capital needs and capital spending requirements at least through the next twelve months, as well as any cash dividends the Company’s Board of Directors may declare. We expect cash flows from operating activities and funds available from our credit facility to also provide for long-term liquidity.

The introduction or expansion of gaming in nearby states could have a material adverse effect on our cash flows and results of operations. In July 2004, Pennsylvania adopted legislation which authorizes up to 61,000 slot machines at various existing and proposed venues throughout the state, predominantly horse racing facilities. It is difficult for us to predict the effect that such legislation will have on us, but we estimate that one or more facilities in Pennsylvania are likely to begin operations in 2006. Pennsylvania will have one of the highest effective tax rates on slot machine gaming in the country and will charge an up front $50,000,000 license fee to the horse racing and casino venues that are granted a gaming license. Management has estimated that slot win from Pennsylvania patrons represents approximately 7% of our total slot win.

Related Party Transactions

See NOTE 7 – Related Party Transactions of the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Critical Accounting Policies

The accounting policies described below are those the Company considers critical in preparing its consolidated financial statements and/or include significant estimates made by management using information available at the time the estimates are made. However, as described below, these estimates could change materially if different information or assumptions were used.

Points Program

The Company currently has a point loyalty program for its video lottery customers which allows them to earn points based on the volume of their video lottery activity. The Company records the points as an expense when they are redeemed by the customers. The points can be redeemed for various services and merchandise throughout the gaming facility; however, they are not presently redeemable for cash or casino play. The value of all points outstanding as of September 30, 2004 was $5,160,000.

Accrued Pension Cost

The benefits provided by the Company’s defined-benefit pension plans are based on years of service and employee’s remuneration over their employment with the Company. The Company establishes accrued pension costs in accordance with the provisions of Financial Accounting Standards Board Statement No. 87, Employers’ Accounting for Pensions. Accrued pension costs are developed using actuarial principles and assumptions which consider a number of factors, including estimates for the discount rate, assumed rate of compensation increase, and expected long-term rate of return on assets. Changes in these estimates would impact the amounts that the Company records in its consolidated financial statements.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided for financial reporting purposes using the straight-line method over estimated useful lives ranging from 5 to 10 years for furniture, fixtures and equipment and up to 40 years for facilities. These estimates require assumptions that are believed to be reasonable. Long-lived assets are evaluated for impairment when an event occurs that indicates an impairment may exist.

Factors That May Affect Operating Results; Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, relating to our financial condition, profitability, liquidity, resources, business outlook, proposed acquisitions, market forces, corporate strategies, consumer preferences, contractual commitments, legal matters, capital requirements and other matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. To comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results and experience to differ substantially from the anticipated results or other expectations expressed in our forward-looking statements. When words and expressions such as: “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,” “aims,” “projects,” “forecasts,” “possible,” “seeks,” “may,” “could,” “should,” “might,” “likely,” “enable” or similar words or expressions are used in this document, as well as statements containing phrases such as “in our view,” “there can be no assurance,” “although no assurance can be given” or “there is no way to anticipate with certainty,” forward-looking statements are being made.

Various risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to differ materially from those set forth in our forward-looking statements, including the following factors:

• success of or changes in our growth strategies;

• our development and potential acquisition of new facilities;

• anticipated trends in the gaming industry;

• patron demographics;

• general market and economic conditions, including consumer and corporate spending sentiment;

• our ability to finance future business requirements;

• our ability to effectively compete in the marketplace;

• the availability of adequate levels of insurance;

• our ability to successfully integrate acquired companies and businesses;

• management retention and development;

• changes in Federal, state, and local laws and regulations, including environmental, gaming license and tax legislation;

• the effect of weather conditions or travel on attendance at our facilities;

• military or other government actions; and

• national or local catastrophic events.

We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events or conditions. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ significantly from those forecast in any forward-looking statements. Given these risks and uncertainties, stockholders should not overly rely or attach undue weight to our forward-looking statements as an indication of our actual future results.

Our Gaming Activities Compete Directly With Other Gaming Facilities And Other Entertainment Businesses

We compete in local and regional markets with horse tracks, off-track betting parlors, state run lotteries, casinos and other gaming facilities. We cannot be certain that we will maintain our market share or compete more effectively with our competitors. The legalization of new or additional casino or other gaming venues in jurisdictions close to Delaware, particularly Maryland, Virginia, Washington, D.C., Pennsylvania or New Jersey, could negatively impact our gaming business. From time to time legislation is proposed for adoption in these jurisdictions which if enacted, would further expand state gambling and wagering opportunities, including video lottery (slot) machines at racetracks. Enactment of such legislation could increase our competition and could adversely affect our business, financial condition and overall profitability. Approximately 70% of our customers come from Maryland, Pennsylvania, Virginia and the District of Columbia. In July 2004, Pennsylvania adopted legislation which authorizes up to 61,000 slot machines at various existing and proposed venues throughout the state, predominantly horse racing facilities. It is difficult for us to predict the effect that such legislation will have on us, but we estimate that one or more facilities in Pennsylvania are likely to begin operations in 2006. Pennsylvania will have one of the highest effective tax rates on slot machine gaming in the country and will charge an up front $50,000,000 license fee to the horse racing and casino venues that are granted a gaming license. Management has estimated that slot win from Pennsylvania patrons represents approximately 7% of our total slot win.

All Of Our Facilities Are In One Location

Our facilities are located adjacent to one another at a single location in Dover, Delaware. Any prolonged disruption of operations at these facilities due to destruction of or material damage to the facilities or other reasons could adversely affect our financial condition and results of operations. We maintain property and business interruption insurance to protect against such types of disruption, but there can be no assurance that the proceeds of such insurance would be adequate to repair or rebuild our facilities in such event or to compensate us for lost profit during the period of any such disruption.

The Revocation, Suspension Or Modification Of Our Gaming Licenses Would Adversely Affect Our Gaming Business

The Delaware State Lottery Office and the Delaware Harness Racing Commission regulate our gaming operations. Our license from the Commission must be renewed on an annual basis. To keep our license for video lottery (slot) machine gaming, we must remain licensed for harness horse racing by the Commission and conduct at least 80 live race days each racing season, subject to the availability of harness race horses. The Commission has broad discretion to reject any application for a license or suspend or revoke a license once it is issued. The Director of the Delaware State Lottery Office (the “Lottery Director”) has broad discretion to revoke, suspend or modify the terms of a video lottery license. Any modification or termination of existing licensing regulations or any revocation,

suspension or modification of our licenses could adversely affect our business, financial condition and overall profitability.

Our Gaming Activities Are Subject To Extensive Government Regulation And Any Additional Government Regulation Or Taxation Of Gaming Activities Could Substantially Reduce Our Revenue Or Profit

Video lottery (slot) machine gaming, harness horse racing and pari-mutuel wagering are subject to extensive government regulation. Delaware law regulates the win we are entitled to retain and the percentage of commission we are entitled to receive from our gaming revenues, which comprises a significant portion of our overall revenues. The State granted us a license to conduct video lottery (slot) machine operations and a license to conduct harness horse races and pari-mutuel wagering. The laws under which these licenses are granted could be modified or repealed at any time and we could be required to terminate our gaming operations. If we are required to terminate our gaming operations or if the amount of the commission we receive from the State for conducting our gaming operations is decreased, our business operations and overall profitability would be significantly impaired.

We believe that the prospect of significant additional tax revenue is one of the primary reasons why jurisdictions have legalized gaming. As a result, gaming operators are typically subject to significant taxes and fees in addition to normal federal and state corporate income taxes. These taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our operations and will likely incur similar burdens in any other jurisdiction in which we may conduct gaming operations in the future. Any material increase in taxes or fees, or the adoption of additional taxes or fees, may have a material adverse effect on our future financial results.

We Do Not Own Or Lease Our Video Lottery (Slot) Machines And Related Technology

We do not own or lease the video lottery (slot) machines or central computer systems used in connection with our video lottery gaming operations. The Lottery Director enters into contracts directly with the providers of the video lottery (slot) machines and computer systems. The State purchases or leases all equipment and the Lottery Director licenses all technology providers. Our operations could be disrupted if a licensed technology provider violates its agreement with the State or ceases to be licensed for any reason. Such an event would be outside of our control and could adversely affect our gaming revenues.

Item 3. Quantitative And Qualitative Disclosures About Market Risk

The Company does not utilize financial instruments for trading purposes and holds no derivative financial instruments which could expose it to market risk. Our exposure to market risks related to fluctuations in interest rates is limited to our variable rate borrowings of $24,000,000 at September 30, 2004 under our revolving credit facility. A change in interest rates of one percent on the balance outstanding at September 30, 2004 would cause a change in total annual interest costs of $240,000. The carrying values of these borrowings approximate their fair values at September 30, 2004.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that material information relating to the Company required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In designing and evaluating the disclosure controls and procedures, the Company’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and

evaluating the controls and procedures. The Company currently is in the process of further reviewing and documenting its disclosure controls and procedures, and its internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

(b) Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting during the third quarter of fiscal year 2004 that have materially affected, or that are reasonably likely to materially affect our internal controls over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

We are a party to ordinary routine litigation incidental to our business. Management does not believe that the resolution of any of these matters is likely to have a serious negative effect on our financial condition, cash flows or profitability.

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Maximum Number of Shares that May Yet Be Purchased Under the Plan
July 1, 2004 – July 31, 2004	—	—		—	1,830,055
August 1, 2004 – August 31, 2004	—	—		—	1,830,055
September 1, 2004 – September 30, 2004	50,400	$	9.94	50,400	1,779,655
Total	50,400	$	9.94	50,400	1,779,655

The average price paid per share does not include nominal brokerage commissions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission Of Matters To A Vote Of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

10.1		Form of Incentive Stock Option Agreement Used with Dover Downs Gaming & Entertainment, Inc. 2002 Stock Incentive Plan, as Amended and Restated

10.2		Form of Restricted Stock Grant Agreement Used with Dover Downs Gaming & Entertainment, Inc. 2002 Stock Incentive Plan, as Amended and Restated

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Sec. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Sec. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATED:	November 3, 2004	Dover Downs Gaming & Entertainment, Inc.
		Registrant


		/s/	Denis McGlynn
			Denis McGlynn
			President and Chief Executive Officer and Director


		/s/	Timothy R. Horne
			Timothy R. Horne
			Senior Vice President-Finance, Treasurer and Chief Financial Officer