Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
Entity Registrant Name | DOVER MOTORSPORTS INC | |
Entity Central Index Key | 1,017,673 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Common Stock | Common Stock | ||
Entity Common Stock, Shares Outstanding | 18,302,485 | |
Common Stock | Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 18,509,975 |
CONSOLIDATED STATEMENTS OF (LOS
CONSOLIDATED STATEMENTS OF (LOSS) EARNINGS AND COMPREHENSIVE (LOSS) INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Admissions | $ 425,000 | $ 82,000 | $ 3,871,000 | $ 3,764,000 |
Event-related | 995,000 | 285,000 | 5,739,000 | 5,098,000 |
Broadcasting | 1,319,000 | 18,824,000 | 16,890,000 | |
Other | 1,000 | 2,000 | 3,000 | 9,000 |
Revenues | 2,740,000 | 369,000 | 28,437,000 | 25,761,000 |
Expenses: | ||||
Operating and marketing | 3,485,000 | 1,387,000 | 18,639,000 | 16,440,000 |
General and administrative | 1,770,000 | 1,799,000 | 5,561,000 | 5,573,000 |
Costs to remove long-lived assets | 286,000 | |||
Depreciation | 863,000 | 828,000 | 2,507,000 | 2,591,000 |
Total expenses | 6,118,000 | 4,014,000 | 26,993,000 | 24,604,000 |
Operating (loss) earnings | (3,378,000) | (3,645,000) | 1,444,000 | 1,157,000 |
Interest expense, net | (34,000) | (41,000) | (150,000) | (166,000) |
Benefit (provision) for contingent obligation | 11,000 | (17,000) | (41,000) | (73,000) |
Other income | 5,000 | 24,000 | 51,000 | 16,000 |
(Loss) earnings before income taxes | (3,396,000) | (3,679,000) | 1,304,000 | 934,000 |
Income tax benefit (expense) | 1,381,000 | 1,512,000 | (521,000) | (378,000) |
Net (loss) earnings | (2,015,000) | (2,167,000) | 783,000 | 556,000 |
Unrealized gain on available-for-sale securities, net of income taxes | 11,000 | 5,000 | 17,000 | 15,000 |
Change in net actuarial loss and prior service cost, net of income taxes | 17,000 | 20,000 | 67,000 | 55,000 |
Comprehensive (loss) income | $ (1,987,000) | $ (2,142,000) | $ 867,000 | $ 626,000 |
Net (loss) earnings per common share: | ||||
Basic (in dollars per share) | $ (0.06) | $ (0.06) | $ 0.02 | $ 0.02 |
Diluted (in dollars per share) | $ (0.06) | $ (0.06) | $ 0.02 | $ 0.02 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 146 | $ 1 |
Accounts receivable | 2,420 | 419 |
Inventories | 16 | 17 |
Prepaid expenses and other | 4,352 | 1,104 |
Receivable from Dover Downs Gaming & Entertainment, Inc. | 27 | |
Prepaid income taxes | 982 | |
Assets held for sale | 2,555 | 2,555 |
Total current assets | 10,498 | 4,096 |
Property and equipment, net | 51,968 | 52,723 |
Nashville Superspeedway facility | 23,445 | 23,445 |
Other assets | 1,065 | 1,022 |
Total assets | 86,976 | 81,286 |
Current liabilities: | ||
Accounts payable | 129 | 347 |
Accrued liabilities | 3,176 | 2,858 |
Payable to Dover Downs Gaming & Entertainment, Inc. | 7 | |
Income taxes payable | 218 | |
Deferred revenue | 4,702 | 1,355 |
Total current liabilities | 8,007 | 4,785 |
Revolving line of credit | 5,880 | 3,840 |
Liability for pension benefits | 3,765 | 4,143 |
Provision for contingent obligation | 1,843 | 1,802 |
Deferred income taxes | 12,778 | 12,911 |
Total liabilities | 32,273 | 27,481 |
Commitments and contingencies (see Notes to the Consolidated Financial Statements) | ||
Stockholders' equity: | ||
Preferred stock, $0.10 par value; 1,000,000 shares authorized; shares issued and outstanding: none | ||
Additional paid-in capital | 101,887 | 101,858 |
Accumulated deficit | (47,557) | (48,340) |
Accumulated other comprehensive loss | (3,308) | (3,392) |
Total stockholders' equity | 54,703 | 53,805 |
Total liabilities and stockholders' equity | 86,976 | 81,286 |
Common Stock | Common Stock | ||
Stockholders' equity: | ||
Common stock | 1,830 | 1,828 |
Total stockholders' equity | 1,830 | 1,828 |
Common Stock | Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 1,851 | 1,851 |
Total stockholders' equity | $ 1,851 | $ 1,851 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock | Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 18,302,485 | 18,276,360 |
Common stock, shares outstanding | 18,302,485 | 18,276,360 |
Common Stock | Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 55,000,000 | 55,000,000 |
Common stock, shares issued | 18,509,975 | 18,509,975 |
Common stock, shares outstanding | 18,509,975 | 18,509,975 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities: | ||
Net earnings | $ 783 | $ 556 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation | 2,507 | 2,591 |
Amortization of credit facility fees | 48 | 71 |
Stock-based compensation | 305 | 233 |
Excess tax benefits from stock-based compensation | (27) | |
Deferred income taxes | (272) | (328) |
Provision for contingent obligation | 41 | 73 |
Changes in assets and liabilities: | ||
Accounts receivable | (2,001) | (348) |
Inventories | 1 | 56 |
Prepaid expenses and other | (3,302) | (4,567) |
Receivable from/payable to Dover Downs Gaming & Entertainment, Inc. | (34) | 88 |
Prepaid income taxes/income taxes payable | (1,119) | (1,594) |
Accounts payable | (191) | (82) |
Accrued liabilities | 318 | (411) |
Deferred revenue | 3,347 | 4,036 |
Liability for pension benefits | (265) | (48) |
Net cash provided by operating activities | 166 | 299 |
Investing activities: | ||
Capital expenditures | (1,779) | (1,923) |
Purchases of available-for-sale securities | (142) | (267) |
Proceeds from available-for-sale securities | 134 | 185 |
Net cash used in investing activities | (1,787) | (2,005) |
Financing activities: | ||
Borrowings from revolving line of credit | 20,660 | 22,500 |
Repayments on revolving line of credit | (18,620) | (20,340) |
Repurchase of common stock | (274) | (189) |
Excess tax benefits from stock-based compensation | 27 | |
Credit facility fees | (78) | |
Net cash provided by financing activities | 1,766 | 1,920 |
Net increase in cash | 145 | 214 |
Cash, beginning of period | 1 | 1 |
Cash, end of period | 146 | 215 |
Supplemental information: | ||
Interest paid | 278 | 279 |
Income tax payments | 1,912 | 2,299 |
Change in accounts payable and accrued liabilities for capital expenditures | $ (27) | $ 519 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation | |
Basis of Presentation | NOTE 1 — Basis of Presentation References in this document to “we,” “us” and “our” mean Dover Motorsports, Inc. and/or its wholly owned subsidiaries, as appropriate. The accompanying consolidated financial statements have been prepared in compliance with Rule 10-01 of Regulation S-X and U.S. generally accepted accounting principles, and accordingly do not include all of the information and disclosures required for audited financial statements. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our latest Annual Report on Form 10-K filed on March 1, 2017. In the opinion of management, these consolidated financial 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, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 due to the seasonal nature of our business. |
Business Operations
Business Operations | 9 Months Ended |
Sep. 30, 2017 | |
Business Operations | |
Business Operations | NOTE 2 — Business Operations Dover Motorsports, Inc. is a public holding company that is a leading marketer and promoter of motorsports entertainment in the United States. Through our subsidiaries, we own and operate Dover International Speedway ® in Dover, Delaware and Nashville Superspeedway ® near Nashville, Tennessee. As of the date of this filing, our Dover facility promoted the following six events during 2017, all of which were under the auspices of the premier sanctioning body in motorsports - the National Association for Stock Car Auto Racing (“NASCAR”): · 2 NASCAR Cup Series events (June and October); · 2 NASCAR XFINITY Series events (June and September); · 1 NASCAR Camping World Truck Series event (June); and · 1 NASCAR K&N Pro Series East event (September). A NASCAR Camping World Truck series event, a NASCAR XFINITY Series event, and a NASCAR Cup Series event were held at Dover International Speedway during the second quarter of 2017 and 2016. Our fall NASCAR event weekends, which consist of a K&N Pro Series East event, an XFINITY Series event, and a Monster Energy Cup Series event were held on September 29 — October 1 in 2017 and September 30 — October 2 in 2016. We have hosted the Firefly Music Festival (“Firefly”) on our property in Dover, Delaware for six consecutive years. The inaugural three day festival with 40 musical acts was held in July 2012 and the 2017 event was held on June 15-18, 2017 with over 140 musical acts. In September 2014, Red Frog Events LLC formed RFGV Festivals LLC - a joint venture with Goldenvoice that promotes Firefly. Goldenvoice is owned by AEG Live, one of the world’s largest presenters of live music and entertainment events. We entered into an amended agreement with RFGV Festivals granting them two 5 year options to extend our facility rental agreement through 2032 (from its original expiration date of 2022) in exchange for a rental commitment to secure our property for up to two festivals per year. Rent is at differing rates depending on how many events are actually held. In addition to the facility rental fee, we also receive a percentage of the concession sales we manage at the events. Nashville Superspeedway no longer promotes motorsports events and has not entered into sanction agreements with NASCAR since 2011. We lease the facility on a short term basis to third parties from time to time. On August 25, 2016, we entered into an agreement to sell our Nashville facility to an entity owned by Panattoni Development Company for $27.5 million in cash and the assumption by the buyer of obligations of ours under certain Variable Rate Tax Exempt Infrastructure Revenue Bonds. On July 21, 2017, we extended the agreement for thirty (30) days to allow the parties to finalize new agreements relative to a restructured transaction involving the sale of a portion of the property and an option for an additional portion of the property. On August 17, 2017, we entered into a new agreement relative to the sale of approximately 153 acres at a purchase price of $35,000 per acre. Closing under this agreement is scheduled to occur towards the end of our fourth quarter, subject to extension if certain milestones have been met (which could delay closing until 2018). Earnest money in the amount of $750,000 that was previously deposited will be applied against the purchase price under the agreement or refunded to the purchaser if certain conditions to closing are not met. We also awarded to the purchaser a three year option for approximately 87 additional acres at a purchase price of $55,000 per acre. We will continue with our effort to sell the remaining Nashville Superspeedway property. As of December 31, 2016, all of the assets of Nashville Superspeedway were previously reported as assets held for sale in our consolidated balance sheets. While management remains committed to selling the Nashville property, with the exception of the 153 acres discussed above, we no longer believe it is probable that the remaining property will be sold within the next twelve months. As such, we reclassified $23,445,000 to long term assets and 153 acres of the total Nashville Superspeedway property were reported as assets held for sale in our consolidated balance sheets at September 30, 2017. In addition, the December 31, 2016 consolidated balance sheet was retrospectively adjusted to conform to the current-period presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | NOTE 3 — Summary of Significant Accounting Policies Property and equipment— Property and equipment is stated at cost. Depreciation is provided using the straight-line method over the asset’s estimated useful life. Accumulated depreciation was $59,063,000 and $57,114,000 as of September 30, 2017 and December 31, 2016, respectively. In the fourth quarter of 2016, we began removing certain grandstand seating that had been taken out of service and written off in 2015. We incurred costs of $286,000 in the first quarter of 2017 to remove the seating which is included in costs to remove long-lived assets in our consolidated statements of earnings. As of March 31, 2017, these assets had been removed and no further costs have been incurred. In the first quarter of 2016, we began a renovation project of certain track related assets that was completed in the first quarter of 2017. As a result, we adjusted the service lives of those assets to properly reflect their shortened estimated useful life. We recorded depreciation expense of $25,000 and $184,000, respectively, in the three and nine-month periods ended September 30, 2016 related to these assets and these assets were fully depreciated as of December 31, 2016. Revenue recognition— We classify our revenues as admissions, event-related, broadcasting and other. “Admissions” revenue includes ticket sales for all of our events. “Event-related” revenue includes amounts received from sponsorship fees; luxury suite rentals; hospitality tent rentals and catering; concessions and vendor commissions for the right to sell concessions and souvenirs at our facilities; sales of programs; track rentals; broadcasting rights other than domestic television broadcasting revenue and other event-related revenues. Additionally, event related revenue includes amounts received for the use of our property and a portion of the concession sales we manage from the Firefly Music Festival. “Broadcasting” revenue includes rights fees obtained for domestic television broadcasts of events held at our speedway. Revenues pertaining to specific events are deferred until the event is held. Concession and souvenir revenues are recorded at the time of sale. Revenues and related expenses from barter transactions in which we provide sponsorship packages in exchange for goods or services are recorded at fair value. Barter transactions accounted for $0 and $239,000, and $0 and $222,000 of total revenues for the three and nine-month periods ended September 30, 2017 and 2016, respectively. Under the terms of our sanction agreements with NASCAR, we receive a portion of the broadcast revenue NASCAR negotiates with various television networks. NASCAR retains 10% of the gross broadcast rights fees allocated to each NASCAR-sanctioned event as a component of its sanction fee. The remaining 90% is recorded as revenue. The event promoter is required to pay 25% of the gross broadcast rights fees to the event as part of the awards to the competitors, which we record as operating expenses. Expense recognition— The cost of non-event related advertising, promotion and marketing programs is expensed as incurred. Certain direct expenses pertaining to specific events, including prize and point fund monies and sanction fees paid to NASCAR, a majority of our marketing expenses and other expenses associated with the promotion of our racing events are deferred until the event is held, at which point they are expensed. Advertising expenses were $132,000 and $724,000, and $11,000 and $643,000 for the three and nine-month periods ended September 30, 2017 and 2016, respectively. Net (loss) earnings per common share— Nonvested share-based payment awards that include rights to dividends or dividend equivalents, whether paid or unpaid, are considered participating securities, and the two-class method of computing basic and diluted net (loss) earnings per common share (“EPS”) is applied for all periods presented. The following table sets forth the computation of EPS (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Net (loss) earnings per common share — basic and diluted: Net (loss) earnings $ ) $ ) $ $ Allocation to nonvested restricted stock awards — — Net (loss) earnings available to common stockholders $ ) $ ) $ $ Weighted-average shares outstanding — basic and diluted Net (loss) earnings per common share — basic and diluted $ ) $ ) $ $ There were no options outstanding and we paid no dividends during the three and nine-month periods ended September 30, 2017 or 2016. Accounting for stock-based compensation— We recorded total stock-based compensation expense for our restricted stock awards of $60,000 and $305,000, and $62,000 and $233,000 as general and administrative expenses for the three and nine-month periods ended September 30, 2017 and 2016, respectively. We recorded income tax benefits of $24,000 and $143,000, and $25,000 and $95,000 for the three and nine-month periods ended September 30, 2017 and 2016, respectively, related to vesting of our restricted stock awards. Recent accounting pronouncements —In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. The standard can be applied using the full retrospective method or retrospectively with the cumulative effect initially applying the guidance recognized at the date of initial application. We anticipate adopting the ASU using the retrospective with cumulative effect method. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We will adopt this standard effective January 1, 2018. We are currently in the process of reviewing all of our sponsorship agreements, sanctioning agreements and other contracts, and analyzing the impact of this ASU on our results of operations. At this time, we are unable to determine the impact of the new standard, if any, on our consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (Topic 715) . ASU 2017-07 provides guidance on the presentation of the service cost component and the other components of net period pension cost in the consolidated statements of (loss) earnings. The standard is effective for annual and interim reporting periods beginning after December 15, 2017 and requires retrospective adoption. The ASU is not expected to have a material impact on our consolidated financial statements. Reclassifications— Certain amounts in the prior year financial statements have been reclassified to conform to the current-year presentation. The impact of the reclassifications made to prior year amounts are not material and did not affect net (loss) earnings. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Long-Term Debt | |
Long-Term Debt | NOTE 4 — Long-Term Debt At September 30, 2017, Dover Motorsports, Inc. and its wholly owned subsidiaries Dover International Speedway, Inc. and Nashville Speedway, USA, Inc., as co-borrowers had a $35,000,000 credit agreement with a bank group. The credit facility expires on July 31, 2020. Interest is based upon LIBOR plus a margin that varies between 125 and 175 basis points depending on the leverage ratio (150 basis points at September 30, 2017). The credit facility contains certain covenants including maximum funded debt to earnings before interest, taxes, depreciation and amortization (“leverage ratio”) and a minimum fixed charge coverage ratio. Material adverse changes in our results of operations could impact our ability to maintain financial ratios necessary to satisfy these requirements. In addition, the credit agreement includes a material adverse change clause. The credit facility also provides that if we default under any other loan agreement, that would be a default under this facility. At September 30, 2017, there was $5,880,000 outstanding under the credit facility at an interest rate of 2.73%. The credit facility provides for seasonal funding needs, capital improvements, letter of credit requirements and other general corporate purposes. At September 30, 2017, we were in compliance with the terms of the credit facility. After consideration of stand-by letters of credit outstanding, the remaining maximum borrowings available pursuant to the credit facility were $13,462,000 at September 30, 2017. We expect to be in compliance with the financial covenants, and all other covenants, for all measurement periods during the next twelve months. |
Pension Plans
Pension Plans | 9 Months Ended |
Sep. 30, 2017 | |
Pension Plans | |
Pension Plans | NOTE 5 — Pension Plans We maintain a non-contributory tax qualified defined benefit pension plan that has been frozen since July 2011. All of our full time employees were eligible to participate in the qualified plan. Benefits provided by our qualified pension plan were based on years of service and employees’ remuneration over their employment period. Compensation earned by employees up to July 31, 2011 is used for purposes of calculating benefits under our pension plan with no future benefit accruals after this date. We also maintain a non-qualified, non-contributory defined benefit pension plan, the excess plan, for certain employees that has been frozen since July 2011. This excess plan provided benefits that would otherwise be provided under the qualified pension plan but for maximum benefit and compensation limits applicable under federal tax law. The cost associated with the excess plan is determined using the same actuarial methods and assumptions as those used for our qualified pension plan. The assets for the excess plan aggregate $1,020,000 and $932,000 as of September 30, 2017 and December 31, 2016, respectively, and are recorded in other assets in our consolidated balance sheets (see NOTE 7 — Fair Value Measurements). The components of net periodic pension benefit for our defined benefit pension plans are as follows: Three Months Ended Nine Months Ended 2017 2016 2017 2016 Interest cost $ $ $ $ Expected return on plan assets ) ) ) ) Recognized net actuarial loss $ ) $ ) $ ) $ ) We contributed $150,000 and $200,000, and $0 and $75,000 to our defined benefit pension plans during the three and nine-month periods ended September 30, 2017 and 2016, respectively. We contributed an additional $16,000 to our defined benefit pension plans in October 2017. We do not expect to make any further contributions to our defined benefit pension plans during the remainder of 2017. We also maintain a non-elective, non-qualified supplemental executive retirement plan (“SERP”) which provides deferred compensation to certain highly compensated employees that approximates the value of benefits lost by the freezing of the pension plan which are not offset by our enhanced matching contributions in our 401(k) plan. The SERP is a discretionary defined contribution plan and contributions made to the SERP in any given year are not guaranteed and will be at the sole discretion of our Compensation and Stock Incentive Committee. In the three and nine-month periods ended September 30, 2017 and 2016, we recorded expenses of $20,000 and $60,000, and $20,000 and $60,000, respectively, related to the SERP. During the three and nine-month periods ended September 30, 2017 and 2016, we contributed $0 and $96,000, and $0 and $81,000 to the plan, respectively. The liability for SERP pension benefits was $61,000 and $97,000 as of September 30, 2017 and December 31, 2016, respectively. We maintain a defined contribution 401(k) plan that permits participation by substantially all employees. Our matching contributions to the 401(k) plan were $34,000 and $96,000, and $33,000 and $100,000 in the three and nine-month periods ended September 30, 2017 and 2016, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity | |
Stockholders' Equity | NOTE 6 — Stockholders’ Equity Changes in the components of stockholders’ equity are as follows (in thousands): Common Class A Additional Accumulated Accumulated Balance at December 31, 2016 $ $ $ $ ) $ ) Net earnings — — — — Issuance of restricted stock awards, net of forfeitures — ) — — Stock-based compensation — — — — Repurchase and retirement of common stock ) — ) — — Unrealized gain on available-for-sale securities, net of income tax expense of $12 — — — — Change in net actuarial loss and prior service cost, net of income tax expense of $46 — — — — Balance at September 30, 2017 $ $ $ $ ) $ ) As of September 30, 2017 and December 31, 2016, accumulated other comprehensive loss, net of income taxes, consists of the following: September 30, 2017 December 31, 2016 Net actuarial loss and prior service cost not yet recognized in net periodic benefit cost, net of income tax benefit of $2,316,000 and $2,362,000, respectively $ ) $ ) Accumulated unrealized gain on available-for-sale securities, net of income tax expense of $49,000 and $37,000, respectively Accumulated other comprehensive loss $ ) $ ) On July 28, 2004, our Board of Directors authorized the repurchase of up to 2,000,000 shares of our outstanding common stock. The purchases may be made in the open market or in privately negotiated transactions as conditions warrant. The repurchase authorization has no expiration date, does not obligate us to acquire any specific number of shares and may be suspended at any time. During the first nine months of 2017 and 2016, we purchased and retired 78,696 and 37,813 shares of our outstanding common stock at an average purchase price of $2.10 and $2.22 per share, respectively, not including nominal brokerage commissions. At September 30, 2017, we had remaining repurchase authority of 1,061,622 shares. We have a stock incentive plan, adopted in 2014, which provides for the grant of up to 2,000,000 shares of common 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 nonvested restricted stock awards. Under the plan, nonvested restricted stock vests an aggregate of twenty percent each year beginning on the second anniversary date of the grant. The aggregate market value of the nonvested restricted stock at the date of issuance is being amortized on a straight-line basis over the six-year period. We granted 151,000 and 153,000 stock awards under this plan during the nine months ended September 30, 2017 and 2016, respectively. As of September 30, 2017, there were 1,572,059 shares available for granting options or stock awards. During the nine months ended September 30, 2017 and 2016, we purchased and retired 46,179 and 44,311 shares of our outstanding common stock at an average purchase price of $2.27 and $2.33 per share, respectively. These purchases were made from employees in connection with the vesting of restricted stock awards under our Stock Incentive Plan and were not pursuant to the aforementioned repurchase authorization. Since the vesting of a restricted stock award is a taxable event to our employees for which income tax withholding is required, the plan allows employees to surrender to us some of the shares that would otherwise have vested in satisfaction of their tax liability. The surrender of these shares is treated by us as a purchase of the shares. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements | |
Fair Value Measurements | NOTE 7 — Fair Value Measurements Our financial instruments are classified and disclosed in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following table summarizes the valuation of our financial instrument pricing levels as of September 30, 2017 and December 31, 2016: Total Level 1 Level 2 Level 3 September 30, 2017 Available-for-sale securities $ 1,020,000 $ 1,020,000 $ — $ — December 31, 2016 Available-for-sale securities $ 932,000 $ 932,000 $ — $ — Our investments in available-for-sale securities consist of mutual funds. These investments are included in other assets on our consolidated balance sheets. The carrying amounts of other financial instruments reported in our consolidated balance sheets for current assets and current liabilities approximate their fair values because of the short maturity of these instruments. At September 30, 2017 and December 31, 2016, there was $5,880,000 and $3,840,000, respectively, outstanding under our revolving credit agreement. The borrowings under our revolving credit agreement bear interest at the variable rate described in NOTE 4 — Long-Term Debt and therefore we believe approximate fair value. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions | |
Related Party Transactions | NOTE 8 — Related Party Transactions During the three and nine-month periods ended September 30, 2017 and 2016, Dover Downs Gaming & Entertainment, Inc. (“Gaming”), a company related through common ownership, allocated costs of $457,000 and $1,426,000, and $487,000 and $1,482,000, respectively, to us for certain administrative and operating services, including leased space. We allocated certain administrative and operating service costs of $24,000 and $164,000, and $24,000 and $135,000, respectively, to Gaming for the three and nine-month periods ended September 30, 2017 and 2016. The allocations were based on an analysis of each company’s share of the costs. In connection with our 2017 and 2016 NASCAR event weekends at Dover International Speedway, Gaming provided certain services, primarily catering, for which we were invoiced $14,000 and $474,000, and $71,000 and $497,000 during the three and nine-month periods ended September 30, 2017 and 2016, respectively. Additionally, we invoiced Gaming $56,000 and $163,000, and $25,000 and $116,000 during the three and nine-month periods ended September 30, 2017 and 2016, respectively, for tickets, our commission for suite catering and other services to the NASCAR events. As of September 30, 2017 and December 31, 2016, respectively, our consolidated balance sheets included a $27,000 receivable from and $7,000 payable to Gaming for the aforementioned items. These items were settled in October and January of 2017, respectively. 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. Prior to the spin-off of Gaming from our company in 2002, both companies shared certain real property in Dover, Delaware. At the time of the spin-off, some of this real property was transferred to Gaming to ensure that the real property holdings of each company was aligned with its past uses and future business needs. During its harness racing season, Gaming has historically used the 5/8-mile harness racing track that is located on our property and is on the inside of our one-mile motorsports superspeedway. In order to continue this historic use, we granted a perpetual easement to the harness track to Gaming at the time of the spin-off. This perpetual easement allows Gaming to have 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 easement requires that Gaming maintain the harness track but does not require the payment of any rent. Various easements and agreements relative to access, utilities and parking have also been entered into between us and Gaming relative to our respective Dover, Delaware facilities. We pay rent to Gaming for the lease of our principal executive office space. Gaming also allows us to use its indoor grandstands in connection with our two annual motorsports weekends. This occasional grandstand use is not material to us and Gaming does not assess rent for it; Gaming may also discontinue our use at its discretion. Henry B. Tippie, Chairman of our Board of Directors, controls in excess of fifty percent of our voting power. Mr. Tippie’s voting control emanates from his direct and indirect holdings of common stock and Class A common stock and from his status as trustee of the RMT Trust, our largest stockholder. This means that Mr. Tippie has the ability to determine the outcome of the election of directors and to determine the outcome of many significant corporate transactions, many of which only require the approval of a majority of our voting power. Patrick J. Bagley, Timothy R. Horne, Denis McGlynn, Jeffrey W. Rollins, R. Randall Rollins, Richard K. Struthers and Henry B. Tippie are all Directors of Dover Motorsports, Inc. and Gaming. Denis McGlynn is the President and Chief Executive Officer of both companies, Klaus M. Belohoubek is the Senior Vice President — General Counsel and Secretary of both companies and Timothy R. Horne is the Senior Vice President — Finance and Chief Financial Officer of both companies. Mr. Tippie controls in excess of fifty percent of the voting power of Gaming. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | NOTE 9 — Commitments and Contingencies In September 1999, the Sports Authority of the County of Wilson (Tennessee) issued $25,900,000 in Variable Rate Tax Exempt Infrastructure Revenue Bonds, Series 1999, to acquire, construct and develop certain public infrastructure improvements which benefit Nashville Superspeedway, of which $15,400,000 was outstanding at September 30, 2017. Annual principal payments range from $1,000,000 in September 2018 to $1,600,000 in 2029 and are payable solely from sales taxes and incremental property taxes generated from the facility. These bonds are direct obligations of the Sports Authority and therefore have historically not been required to be recorded on our consolidated balance sheet. If the sales taxes and incremental property taxes (“applicable taxes”) are insufficient for the payment of principal and interest on the bonds, we would become responsible for the difference. In the event we were unable to make the payments, they would be made pursuant to a $15,658,000 irrevocable direct-pay letter of credit issued by our bank group. We are exposed to fluctuations in interest rates for these bonds. As of September 30, 2017 and December 31, 2016, $1,566,000 and $1,761,000, respectively, was available in the sales and incremental property tax fund maintained by the Sports Authority to pay the remaining principal and interest due under the bonds. During the first nine months of 2017, we paid $967,000 into the sales and incremental property tax fund and $1,162,000 was deducted from the fund for principal and interest payments. If we fail to maintain the letter of credit that secures the bonds or we allow an uncured event of default to exist under our reimbursement agreement relative to the letter of credit, the bonds would be immediately redeemable. Nashville Superspeedway no longer promotes motorsports events and has not entered into sanction agreements with NASCAR since 2011. We lease the facility on a short term basis to third parties from time to time. In 2011 we recorded a $2,250,000 provision for contingent obligation reflecting the present value of the estimated portion of the revenue bonds debt service that may not be covered by the projected sales and incremental property taxes from the facility. Due to changing interest rates, the provision for contingent obligation (decreased) increased by ($11,000) and $41,000, and $17,000 and $73,000 in the three and nine-month periods ended September 30, 2017 and 2016, respectively, and is $1,843,000 at September 30, 2017. An increase in interest rates would result in an increase in the portion of debt service not covered by applicable taxes and therefore an increase in our liability. We are also 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 material adverse effect on our results of operations, financial position or cash flows. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
Property and equipment | Property and equipment— Property and equipment is stated at cost. Depreciation is provided using the straight-line method over the asset’s estimated useful life. Accumulated depreciation was $59,063,000 and $57,114,000 as of September 30, 2017 and December 31, 2016, respectively. In the fourth quarter of 2016, we began removing certain grandstand seating that had been taken out of service and written off in 2015. We incurred costs of $286,000 in the first quarter of 2017 to remove the seating which is included in costs to remove long-lived assets in our consolidated statements of earnings. As of March 31, 2017, these assets had been removed and no further costs have been incurred. In the first quarter of 2016, we began a renovation project of certain track related assets that was completed in the first quarter of 2017. As a result, we adjusted the service lives of those assets to properly reflect their shortened estimated useful life. We recorded depreciation expense of $25,000 and $184,000, respectively, in the three and nine-month periods ended September 30, 2016 related to these assets and these assets were fully depreciated as of December 31, 2016. |
Revenue recognition | Revenue recognition— We classify our revenues as admissions, event-related, broadcasting and other. “Admissions” revenue includes ticket sales for all of our events. “Event-related” revenue includes amounts received from sponsorship fees; luxury suite rentals; hospitality tent rentals and catering; concessions and vendor commissions for the right to sell concessions and souvenirs at our facilities; sales of programs; track rentals; broadcasting rights other than domestic television broadcasting revenue and other event-related revenues. Additionally, event related revenue includes amounts received for the use of our property and a portion of the concession sales we manage from the Firefly Music Festival. “Broadcasting” revenue includes rights fees obtained for domestic television broadcasts of events held at our speedway. Revenues pertaining to specific events are deferred until the event is held. Concession and souvenir revenues are recorded at the time of sale. Revenues and related expenses from barter transactions in which we provide sponsorship packages in exchange for goods or services are recorded at fair value. Barter transactions accounted for $0 and $239,000, and $0 and $222,000 of total revenues for the three and nine-month periods ended September 30, 2017 and 2016, respectively. Under the terms of our sanction agreements with NASCAR, we receive a portion of the broadcast revenue NASCAR negotiates with various television networks. NASCAR retains 10% of the gross broadcast rights fees allocated to each NASCAR-sanctioned event as a component of its sanction fee. The remaining 90% is recorded as revenue. The event promoter is required to pay 25% of the gross broadcast rights fees to the event as part of the awards to the competitors, which we record as operating expenses. |
Expense recognition | Expense recognition— The cost of non-event related advertising, promotion and marketing programs is expensed as incurred. Certain direct expenses pertaining to specific events, including prize and point fund monies and sanction fees paid to NASCAR, a majority of our marketing expenses and other expenses associated with the promotion of our racing events are deferred until the event is held, at which point they are expensed. Advertising expenses were $132,000 and $724,000, and $11,000 and $643,000 for the three and nine-month periods ended September 30, 2017 and 2016, respectively. |
Net (loss) earnings per common share | Net (loss) earnings per common share— Nonvested share-based payment awards that include rights to dividends or dividend equivalents, whether paid or unpaid, are considered participating securities, and the two-class method of computing basic and diluted net (loss) earnings per common share (“EPS”) is applied for all periods presented. The following table sets forth the computation of EPS (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Net (loss) earnings per common share — basic and diluted: Net (loss) earnings $ ) $ ) $ $ Allocation to nonvested restricted stock awards — — Net (loss) earnings available to common stockholders $ ) $ ) $ $ Weighted-average shares outstanding — basic and diluted Net (loss) earnings per common share — basic and diluted $ ) $ ) $ $ There were no options outstanding and we paid no dividends during the three and nine-month periods ended September 30, 2017 or 2016. |
Accounting for stock-based compensation | Accounting for stock-based compensation— We recorded total stock-based compensation expense for our restricted stock awards of $60,000 and $305,000, and $62,000 and $233,000 as general and administrative expenses for the three and nine-month periods ended September 30, 2017 and 2016, respectively. We recorded income tax benefits of $24,000 and $143,000, and $25,000 and $95,000 for the three and nine-month periods ended September 30, 2017 and 2016, respectively, related to vesting of our restricted stock awards. |
Recent accounting pronouncements | Recent accounting pronouncements —In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. The standard can be applied using the full retrospective method or retrospectively with the cumulative effect initially applying the guidance recognized at the date of initial application. We anticipate adopting the ASU using the retrospective with cumulative effect method. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We will adopt this standard effective January 1, 2018. We are currently in the process of reviewing all of our sponsorship agreements, sanctioning agreements and other contracts, and analyzing the impact of this ASU on our results of operations. At this time, we are unable to determine the impact of the new standard, if any, on our consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (Topic 715) . ASU 2017-07 provides guidance on the presentation of the service cost component and the other components of net period pension cost in the consolidated statements of (loss) earnings. The standard is effective for annual and interim reporting periods beginning after December 15, 2017 and requires retrospective adoption. The ASU is not expected to have a material impact on our consolidated financial statements. |
Reclassifications | Reclassifications— Certain amounts in the prior year financial statements have been reclassified to conform to the current-year presentation. The impact of the reclassifications made to prior year amounts are not material and did not affect net (loss) earnings. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
Schedule of the computation of EPS | The following table sets forth the computation of EPS (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Net (loss) earnings per common share — basic and diluted: Net (loss) earnings $ ) $ ) $ $ Allocation to nonvested restricted stock awards — — Net (loss) earnings available to common stockholders $ ) $ ) $ $ Weighted-average shares outstanding — basic and diluted Net (loss) earnings per common share — basic and diluted $ ) $ ) $ $ |
Pension Plans (Tables)
Pension Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Pension Plans | |
Schedule of components of net periodic pension benefit for defined benefit pension plans | Three Months Ended Nine Months Ended 2017 2016 2017 2016 Interest cost $ $ $ $ Expected return on plan assets ) ) ) ) Recognized net actuarial loss $ ) $ ) $ ) $ ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity | |
Schedule of the changes in the components of stockholders' equity | Changes in the components of stockholders’ equity are as follows (in thousands): Common Class A Additional Accumulated Accumulated Balance at December 31, 2016 $ $ $ $ ) $ ) Net earnings — — — — Issuance of restricted stock awards, net of forfeitures — ) — — Stock-based compensation — — — — Repurchase and retirement of common stock ) — ) — — Unrealized gain on available-for-sale securities, net of income tax expense of $12 — — — — Change in net actuarial loss and prior service cost, net of income tax expense of $46 — — — — Balance at September 30, 2017 $ $ $ $ ) $ ) |
Schedule of accumulated other comprehensive loss, net of income taxes | September 30, 2017 December 31, 2016 Net actuarial loss and prior service cost not yet recognized in net periodic benefit cost, net of income tax benefit of $2,316,000 and $2,362,000, respectively $ ) $ ) Accumulated unrealized gain on available-for-sale securities, net of income tax expense of $49,000 and $37,000, respectively Accumulated other comprehensive loss $ ) $ ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements | |
Summary of the valuation of financial instrument pricing levels | Total Level 1 Level 2 Level 3 September 30, 2017 Available-for-sale securities $ 1,020,000 $ 1,020,000 $ — $ — December 31, 2016 Available-for-sale securities $ 932,000 $ 932,000 $ — $ — |
Business Operations (Details)
Business Operations (Details) - item | Jun. 18, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Jul. 31, 2012 | Sep. 30, 2017 |
Dover Facility | Firefly Music Festival ("Firefly") | Minimum | ||||||
Business Operations | ||||||
Number of music acts featured in the event | 140 | |||||
Dover International Speedway | ||||||
Business Operations | ||||||
Number of events promoted | 6 | |||||
Dover International Speedway | RFGV Festivals | ||||||
Business Operations | ||||||
Number of options granted to extend rent agreement | 2 | |||||
Period of option to extend our facility rental agreement through 2032 | 5 years | |||||
Dover International Speedway | RFGV Festivals | Maximum | ||||||
Business Operations | ||||||
Number of events promoted | 2 | |||||
Dover International Speedway | NASCAR Cup Series | ||||||
Business Operations | ||||||
Number of events promoted | 1 | 1 | ||||
Dover International Speedway | NASCAR XFINITY Series | ||||||
Business Operations | ||||||
Number of events promoted | 1 | 1 | ||||
Dover International Speedway | NASCAR Camping World Truck Series | ||||||
Business Operations | ||||||
Number of events promoted | 1 | |||||
Dover International Speedway | NASCAR K and N Pro Series East | ||||||
Business Operations | ||||||
Number of events promoted | 1 | |||||
Dover International Speedway | Firefly Music Festival ("Firefly") | ||||||
Business Operations | ||||||
Number of years Firefly Music Festival hosted | 6 years | |||||
Number of days the event is held | 3 days | |||||
Number of music acts featured in the event | 40 |
Business Operations - Assets he
Business Operations - Assets held for sale (Details) | Sep. 30, 2017USD ($)a | Aug. 17, 2017USD ($)a | Jul. 21, 2017 | Aug. 25, 2016USD ($) | Dec. 31, 2016USD ($) |
Assets held for sale | |||||
Nashville Superspeedway facility | $ 23,445,000 | $ 23,445,000 | |||
Nashville Superspeedway | |||||
Assets held for sale | |||||
Sale consideration of property in cash | $ 27,500,000 | ||||
Agreement extension period | 30 days | ||||
Non-refundable deposit received on expected sale of facility | $ 750,000 | ||||
Nashville Superspeedway | Assets held for sale | Long term assets | |||||
Assets held for sale | |||||
Nashville Superspeedway facility | $ 23,445,000 | ||||
Nashville Superspeedway | 153 Acres of Property | |||||
Assets held for sale | |||||
Purchase price per acre | $ 35,000 | ||||
Number of acres of property | a | 153 | ||||
Nashville Superspeedway | 153 Acres of Property | Assets held for sale | |||||
Assets held for sale | |||||
Number of acres of property | a | 153 | ||||
Nashville Superspeedway | Additional 87 Acres of Property | |||||
Assets held for sale | |||||
Purchase price per acre | $ 55,000 | ||||
Number of acres of property | a | 87 | ||||
Period of option to execute the agreement | 3 years |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Property and equipment | ||||||
Accumulated depreciation | $ 59,063,000 | $ 59,063,000 | $ 57,114,000 | |||
Costs to remove long-lived assets | $ 286,000 | 286,000 | ||||
Depreciation | $ 863,000 | $ 828,000 | $ 2,507,000 | $ 2,591,000 | ||
Track Related Assets | ||||||
Property and equipment | ||||||
Depreciation | $ 25,000 | $ 184,000 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Revenue recognition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue recognition | ||||
Revenues from barter transaction providing sponsorship packages in exchange for goods or services | $ 0 | $ 0 | $ 239,000 | $ 222,000 |
Percentage of gross broadcast rights fees retained by NASCAR | 10.00% | 10.00% | ||
Percentage of gross broadcast rights fees recorded as revenue | 90.00% | 90.00% | ||
Percentage of gross broadcast rights fees payable to the event as part of the awards to the competitors | 25.00% | 25.00% | ||
Expense recognition | ||||
Advertising expenses | $ 132,000 | 11,000 | $ 724,000 | 643,000 |
Net (loss) earnings per common share - basic and diluted: | ||||
Net (loss) earnings | (2,015,000) | (2,167,000) | 783,000 | 556,000 |
Allocation to nonvested restricted stock awards | 12,000 | 9,000 | ||
Net (loss) earnings available to common stockholders | $ (2,015,000) | $ (2,167,000) | $ 771,000 | $ 547,000 |
Weighted-average shares outstanding - basic and diluted | 36,282,000 | 36,216,000 | 36,299,000 | 36,238,000 |
Net (loss) earnings per common share - basic and diluted | $ (0.06) | $ (0.06) | $ 0.02 | $ 0.02 |
Options outstanding (in shares) | 0 | 0 | 0 | 0 |
Dividends paid | $ 0 | $ 0 | $ 0 | $ 0 |
Restricted Stock | ||||
Net (loss) earnings per common share - basic and diluted: | ||||
Stock-based compensation expense | 60,000 | 62,000 | 305,000 | 233,000 |
Income tax benefits related to vesting of restricted stock awards | $ 24,000 | $ 25,000 | $ 143,000 | $ 95,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Long-Term Debt | ||
Amount outstanding under the credit facility | $ 5,880,000 | $ 3,840,000 |
Credit Facility | ||
Long-Term Debt | ||
Maximum borrowing capacity under the credit facility | 35,000,000 | |
Amount outstanding under the credit facility | 5,880,000 | |
Remaining maximum borrowings available pursuant to the credit facility | $ 13,462,000 | |
Interest rate on the amount outstanding (as a percent) | 2.73% | |
Credit Facility | LIBOR | ||
Long-Term Debt | ||
Percentage points added to the reference rate | 1.50% | |
Credit Facility | Minimum | LIBOR | ||
Long-Term Debt | ||
Percentage points added to the reference rate | 1.25% | |
Credit Facility | Maximum | LIBOR | ||
Long-Term Debt | ||
Percentage points added to the reference rate | 1.75% |
Pension Plans (Details)
Pension Plans (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
The excess plan | ||
Pension plans | ||
Fair values of pension assets | $ 1,020,000 | $ 932,000 |
Pension Plans - Defined benefit
Pension Plans - Defined benefit pension plans (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Components of net periodic pension benefit | |||||
Interest cost | $ 126,000 | $ 117,000 | $ 344,000 | $ 346,000 | |
Expected return on plan assets | (159,000) | (155,000) | (486,000) | (466,000) | |
Recognized net actuarial loss | 29,000 | 33,000 | 113,000 | 92,000 | |
Total net periodic pension cost | (4,000) | (5,000) | (29,000) | (28,000) | |
Employer contribution | $ 16,000 | $ 150,000 | $ 0 | $ 200,000 | $ 75,000 |
Pension Plans - SERP (Details)
Pension Plans - SERP (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
SERP | |||||
Deferred contribution plan | |||||
Expenses recorded | $ 20,000 | $ 20,000 | $ 60,000 | $ 60,000 | |
Employer contributions | 0 | 0 | 96,000 | 81,000 | |
Liability for pension benefits | 61,000 | 61,000 | $ 97,000 | ||
401(k) plan | |||||
Deferred contribution plan | |||||
Expenses recorded | $ 34,000 | $ 33,000 | $ 96,000 | $ 100,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Jul. 28, 2004 | |
Changes in the components of stockholders' equity | ||||||
Balance at the beginning of the period | $ 53,805,000 | |||||
Net (loss) earnings | $ (2,015,000) | $ (2,167,000) | 783,000 | $ 556,000 | ||
Unrealized gain on available-for-sale securities, net of income tax expense of $12 | 11,000 | 5,000 | 17,000 | 15,000 | ||
Change in net actuarial loss and prior service cost, net of income tax expense of $46 | (17,000) | $ (20,000) | (67,000) | $ (55,000) | ||
Balance at the end of the period | 54,703,000 | 54,703,000 | ||||
Income tax benefit on unrealized loss on available-for-sale securities | 12,000 | |||||
Income tax expense on change in net actuarial loss and prior service cost | 46,000 | |||||
Accumulated other comprehensive loss, net of income taxes | ||||||
Net actuarial loss and prior service cost not yet recognized in net periodic benefit cost, net of income tax benefit of $2,316,000 and $2,362,000, respectively | (3,376,000) | (3,376,000) | $ (3,443,000) | |||
Accumulated unrealized gain on available-for-sale securities, net of income tax expense of $49,000 and $37,000, respectively | 68,000 | 68,000 | 51,000 | |||
Accumulated other comprehensive loss | (3,308,000) | (3,308,000) | (3,392,000) | |||
Income tax benefit on net actuarial loss and prior service cost not yet recognized in net periodic benefit cost | 2,316,000 | 2,316,000 | 2,362,000 | |||
Income tax expense on accumulated unrealized gain on available-for-sale securities | $ 49,000 | $ 49,000 | $ 37,000 | |||
Number of shares purchased and retired | 46,179 | 44,311 | ||||
Average purchase price of shares purchased and retired (in dollars per share) | $ 2.27 | $ 2.33 | ||||
Share Repurchase Authorization 2004 | ||||||
Accumulated other comprehensive loss, net of income taxes | ||||||
Number of shares of common stock authorized to be repurchased | 2,000,000 | |||||
Number of shares purchased and retired | 78,696 | 37,813 | ||||
Average purchase price of shares purchased and retired (in dollars per share) | $ 2.10 | $ 2.22 | ||||
Remaining number of shares authorized to be repurchased | 1,061,622 | 1,061,622 | ||||
Common Stock | Common Stock | ||||||
Changes in the components of stockholders' equity | ||||||
Balance at the beginning of the period | $ 1,828,000 | |||||
Issuance of restricted stock awards, net of forfeitures | 15,000 | |||||
Repurchase and retirement of common stock | (13,000) | |||||
Balance at the end of the period | $ 1,830,000 | 1,830,000 | ||||
Common Stock | Class A Common Stock | ||||||
Changes in the components of stockholders' equity | ||||||
Balance at the beginning of the period | 1,851,000 | |||||
Balance at the end of the period | 1,851,000 | 1,851,000 | ||||
Additional Paid-in Capital | ||||||
Changes in the components of stockholders' equity | ||||||
Balance at the beginning of the period | 101,858,000 | |||||
Issuance of restricted stock awards, net of forfeitures | (15,000) | |||||
Stock-based compensation | 305,000 | |||||
Repurchase and retirement of common stock | (261,000) | |||||
Balance at the end of the period | 101,887,000 | 101,887,000 | ||||
Accumulated Deficit | ||||||
Changes in the components of stockholders' equity | ||||||
Balance at the beginning of the period | (48,340,000) | |||||
Net (loss) earnings | 783,000 | |||||
Balance at the end of the period | (47,557,000) | (47,557,000) | ||||
Accumulated Other Comprehensive Loss | ||||||
Changes in the components of stockholders' equity | ||||||
Balance at the beginning of the period | (3,392,000) | |||||
Unrealized gain on available-for-sale securities, net of income tax expense of $12 | 17,000 | |||||
Change in net actuarial loss and prior service cost, net of income tax expense of $46 | 67,000 | |||||
Balance at the end of the period | $ (3,308,000) | $ (3,308,000) |
Stockholders' Equity - Stock in
Stockholders' Equity - Stock incentive plan (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Stockholders Equity | ||
Maximum number of shares authorized for grant | 2,000,000 | |
Options granted (in shares) | 151,000 | 153,000 |
Number of shares available for granting options or stock awards | 1,572,059 | |
Number of shares purchased and retired | 46,179 | 44,311 |
Average purchase price of shares purchased and retired (in dollars per share) | $ 2.27 | $ 2.33 |
Restricted Stock | ||
Stockholders Equity | ||
Vesting rights percentage each year beginning on the second anniversary date of the grant | 20.00% | |
Service period over which the aggregate market value of stock is being amortized | 6 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Measurements | ||
Available-for-sale securities | $ 1,020,000 | $ 932,000 |
Credit Facility | ||
Fair Value Measurements | ||
Amount outstanding under revolving credit agreement | 5,880,000 | 3,840,000 |
Level 1 | ||
Fair Value Measurements | ||
Available-for-sale securities | $ 1,020,000 | $ 932,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)itemmi | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Related Party Transactions | |||||
Receivable from Dover Downs Gaming & Entertainment, Inc. | $ 27,000 | $ 27,000 | |||
Payable to Dover Downs Gaming & Entertainment, Inc. | $ 7,000 | ||||
Dover Downs Gaming & Entertainment, Inc. | |||||
Related Party Transactions | |||||
Receivable from Dover Downs Gaming & Entertainment, Inc. | $ 27,000 | $ 27,000 | |||
Payable to Dover Downs Gaming & Entertainment, Inc. | $ 7,000 | ||||
Harness racing track length (in miles) | mi | 0.625 | ||||
Number of annual motorsports weekends for which use of indoor grandstands is allowed by related party | item | 2 | 2 | |||
Dover Downs Gaming & Entertainment, Inc. | Dover Facility | |||||
Related Party Transactions | |||||
Motorsports superspeedway lenght (in miles) | mi | 1 | ||||
Period for set up and tear down rights | 14 days | ||||
Dover Downs Gaming & Entertainment, Inc. | Certain administrative and operating services | |||||
Related Party Transactions | |||||
Allocations and invoicing from Gaming | $ 457,000 | $ 487,000 | $ 1,426,000 | $ 1,482,000 | |
Allocations and invoicing to Gaming | 24,000 | 24,000 | 164,000 | 135,000 | |
Dover Downs Gaming & Entertainment, Inc. | Nascar event weekends | Dover International Speedway | |||||
Related Party Transactions | |||||
Allocations and invoicing from Gaming | 14,000 | 71,000 | 474,000 | 497,000 | |
Allocations and invoicing to Gaming | $ 56,000 | $ 25,000 | $ 163,000 | $ 116,000 | |
Board of Directors Chairman | |||||
Related Party Transactions | |||||
Minimum percentage of voting power controlled by related party | 50.00% | 50.00% | |||
Board of Directors Chairman | Dover Downs Gaming & Entertainment, Inc. | |||||
Related Party Transactions | |||||
Minimum percentage of voting power of Gaming controlled by other related party | 50.00% | 50.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2011 | Dec. 31, 2016 | Sep. 30, 1999 | |
Commitments and Contingencies | |||||||
Provision for contingent obligation | $ (11,000) | $ 17,000 | $ 41,000 | $ 73,000 | |||
Provision for contingent obligation at period end | 1,843,000 | 1,843,000 | $ 1,802,000 | ||||
Indirect Guarantee of Indebtedness | |||||||
Commitments and Contingencies | |||||||
Balance available in the sales and incremental property tax fund | 1,566,000 | 1,566,000 | $ 1,761,000 | ||||
Amount paid into the sales and incremental property tax fund | 967,000 | ||||||
Deduction from the sales and incremental property tax fund for principal and interest payments | 1,162,000 | ||||||
Nontaxable Municipal Bonds | Indirect Guarantee of Indebtedness | |||||||
Commitments and Contingencies | |||||||
Irrevocable direct-pay letter of credit issued | 15,658,000 | 15,658,000 | |||||
Nontaxable Municipal Bonds | Nashville Superspeedway | |||||||
Commitments and Contingencies | |||||||
Provision for contingent obligation | $ 2,250,000 | ||||||
(Decrease) increased in the provision for contingent obligation due to changing interest rates | (11,000) | $ 17,000 | 41,000 | $ 73,000 | |||
Provision for contingent obligation at period end | 1,843,000 | 1,843,000 | |||||
Sports Authority of the County of Wilson (Tennessee) | Nontaxable Municipal Bonds | Indirect Guarantee of Indebtedness | |||||||
Commitments and Contingencies | |||||||
Aggregate principal amount | $ 25,900,000 | ||||||
Outstanding amount of debt | 15,400,000 | 15,400,000 | |||||
Sports Authority of the County of Wilson (Tennessee) | Nontaxable Municipal Bonds | Minimum | Indirect Guarantee of Indebtedness | |||||||
Commitments and Contingencies | |||||||
Range of annual principal payments, from September 2018 to 2029 | 1,000,000 | 1,000,000 | |||||
Sports Authority of the County of Wilson (Tennessee) | Nontaxable Municipal Bonds | Maximum | Indirect Guarantee of Indebtedness | |||||||
Commitments and Contingencies | |||||||
Range of annual principal payments, from September 2018 to 2029 | $ 1,600,000 | $ 1,600,000 |