March 28, 2005
Mail Stop 03-05
Via US Mail and Facsimile
Mr. Timothy R. Horne
Chief Financial Officer
1131 North DuPont Highway
Dover, Delaware 19901
Re: Dover Downs Gaming & Entertainment, Inc.
Form 10-K for the year ended December 31, 2004
Commission file #: 001-16791
Dear Mr. Horne:
We have reviewed the above referenced filing and have the
following
comments. Please file an amended Form 10-K in response to our
request for expanded or revised disclosure. If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing. We look
forward to working with you in these respects. We welcome any
questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
* * * * * * * * * * * * * * * * * * * * * * *
Form 10-K for the year ended December 31, 2004
Management`s Discussion and Analysis
- - Liquidity and Capital Resources, page 18
1. We note that beginning in 2005 you will no longer be required
to
pay a management fee to Ceasars to supervise, manage, and operate
the
video lottery machine casino. Please disclose if your costs will
change materially due to either those functions not being needed
in
the future or the need to replace these functions with internal
staff
or third-party vendors. In this regard, the discussion in MD&A
should not solely duplicate the Note (11) disclosure but also
provide
an analysis of the impact from this change, quantified to the
extent
practicable. Refer to the guidance in Item 303(a)(3)(ii) and
Instruction 3 to paragraph 303(a) in Regulation S-K.
Critical Accounting Policies - Accrued Pension Expense, page 20
2. Please expand your disclosure to include a sensitivity analysis
that details the impact on pension expense for a 1% change in
weighted-average discount rate and expected long-term rate of
return
on plan assets. In addition, also include any other changes in
pension plan assumptions that would have a significant impact on
your
pension expense.
Financial Statements
Statement of Earnings, page 34
3. We note that interest expense is presented "net" in Item 6.
Selected Financial Data. Please supplementally tell us if
interest
expense is also presented net of interest income in the income
statement. If the amount is presented "net", please separately
present interest income and interest expense to the extent the
amounts are material. It appears interest income may be
significant
in view of the significant amount of cash on your balance sheet.
Refer to the guidance in Rule 5-03(b)(7)-(8) of Regulation S-X.
4. From disclosure in note 3 (revenues and expense recognition),
we
note that other operating revenues represent the aggregation of
your
non-gaming activities. In accordance with the analogous guidance
in
Topic 11L of the Staff Accounting Bulletins (SAB), please disclose
the hotel room and food and beverage revenue producing activities
and
the expenses attributable to each of these major revenue producing
activities separately on the face of the consolidated statement of
earnings. In this regard, this SAB provides that separate major
activities should be presented without regard to the 10%
materiality
threshold cited in Regulation S-X, as the purpose of this detailed
presentation affords an analysis of the relative contribution to
operating profits for each major revenue activity. In your
circumstances, the contribution to operating profits significantly
varies. As a percentage of its respective gross revenues, your
"gaming" expenses approximate 77-80%, while "other operating"
expenses only approximate 31-40% during the three-year financial
statement period. Therefore, as the "other operating" category
contribute significant amounts to consolidated operating profits,
separate disclosure of its major revenue producing activities
should
be set forth. Please revise accordingly.
Balance Sheets, page 35
5. We note that the amount of cash on the balance sheet is
significant to current assets. Please disclose the details of any
amounts other than cash included in that line item (i.e., cash
equivalents). Also, refer to the guidance in paragraphs 7-9 of
SFAS
95.
Notes to the Financial Statements
General
6. We note from the Proxy Statements dated 3/29/04 that the
combined
ownership percentage of Henry Tippee and the Estate of John
Rollins,
for which he is the executor, exceed 50% of the voting stock of
the
Company and have the effective power to control the vote on
substantially all significant matters without the approval of
other
stockholders. Please revise the footnotes to the financial
statements to disclose the existence of this potential control
relationship with respect to your outstanding common shares.
Refer
to the requirements of paragraph 2 of SFAS 57.
Note 3. Summary of Significant Accounting Policies, page 39
- - General
7. In your consolidated financial statements we note no disclosure
of
the accounting method for accruing a base jackpot liability. With
respect to the method for accruing this liability, casino
companies
have interpreted the requirement in Section 2.09-.10 of the Casino
Audit guide differently. In this regard, we have noted that some
accrue the liability as games are played under a matching concept,
while others accrue only incremental jackpot amounts owed where
every
coin played adds to the jackpot total. Please expand your notes
to
describe this liability and address how you recognize and measure
the
liability in your consolidated financial statements.
- - Property and Equipment
8. We note your disclosure on how you evaluate property and
equipment
for impairment. Please disclose when or how often you evaluate
property and equipment for impairment as well as the method or
methods for determining fair value as required in SFAS No.144. We
believe this disclosure should be clearly stated due to the
significance of the property and equipment balance in relation to
total assets.
Note 3 - Point Loyalty Program, pages 39-40
MD&A - Results of Operations, page 15
9. Reference is made to your change in accounting under your
loyalty
program whereby you recorded a non-recurring $2,250,000 charge in
the
fourth quarter of fiscal 2004. Your current disclosure (i.e. "As
a
result, the company recorded a non-recurring charge ...to record
the
net impact of the program change") implies that this charge to the
consolidated financial statements resulted from your change in
policy
where points earned by video lottery customers can now be redeemed
for cash (under certain circumstances) as compared to being
redeemed
solely for services and merchandise in prior periods. It would
not
appear appropriate that a change in payment method policy would
require a charge to the consolidated financial statements.
Rather,
it appears the charge resulted from the change in accounting
treatment in recognizing an expense in the period the points are
earned from your prior treatment in recording an expense when the
points are redeemed by the customers (as disclosed in the notes to
your fiscal 2003 Form 10-K). However, an appropriate change from
one
acceptable accounting method to another alternative acceptable
accounting method would be reflected as a cumulative effect charge
with appropriate disclosures as provided by paragraphs 17-22 of
APBO
20. Therefore, it is unclear why you recognized this change in
accounting treatment as a current period charge. If you believe
that
your treatment of recognizing a charge in the period of change was
appropriate, please provide us in complete and clear detail the
specific accounting literature that you relied upon for this
treatment.
In the event your change in accounting treatment from recognizing
an
expense when points are earned, as compared to when redeemed,
represents a correction of an error for the misapplication of GAAP
in
prior periods, please account for the correction of the error in
accordance with the guidance in paragraphs 36-37 of APBO 20. In
this
regard, your prior accounting treatment of recognizing an
obligation
(expense) when points are redeemed would not appear to be an
acceptable accounting method. To the extent that a registrant
does
not believe it should restate its prior financial statements
because
of an immateriality assessment, this assessment should consider
the
immateriality on all annual and quarterly consolidated financial
statements. However, we note that this 4th quarter fiscal 2004
charge was material to the operating results of that quarter based
on
the quarterly data furnished in note 12 (page 50). Therefore, if
this does represent a correction of an error, it appears that
prior
consolidated financial statements should be restated accordingly.
In
this regard, the disclosure in the notes should set forth in a
clear
and transparent manner that the consolidated financial statements
have been revised for the misapplication of GAAP in prior periods
(including the prior and current accounting treatment). In
addition,
in situations where immateriality assessment can be made by
management for treating the matter as a current period charge
(rather
than restating prior statements) the notes to the financial
statements should contain specific and clear disclosure of
management`s assessment under those circumstances. Also, we would
request that a registrant furnish us a clear and detailed analysis
of
their assessment.
Please advise and revise your consolidated financial
statements
and MD&A accordingly.
Furthermore, if the change you made in accounting method does
represent the correction of an error, it is unclear how management
and the auditor can conclude that the Company`s control and
procedures are effective. In this regard, it appears Item 9A
(Controls and Procedures) should be revised to include disclosure
of
a material weakness in internal control over financial reporting
for
the misapplication of GAAP in prior periods and the changes in
internal control made that alleviated this condition from
continuing
to occur. Refer to the guidance in Item 308 of Regulation S-K.
Note 7. Income Taxes
10. We note from the Balance Sheet that you have a material
current
net deferred tax asset and long-term net deferred tax liability.
Please disclose each of the separate components of the deferred
tax
assets and liabilities. See paragraph 43 of SFAS No. 109.
Note 8. Pension Plans
11. We note that since January 1, 2003, you have maintained a
defined
contribution 401k plan. Please disclose the contribution expense
recorded in 2003 and 2004. See paragraph 11 of SFAS 132R.
* * * * * * * * * * * * * * * * * * * * * * *
As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response. Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information. Please
understand
that we may have additional comments after reviewing your
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
You may contact Claire Lamoureux at 202-824-5663 or Joe Foti at
202-
942-1952 if you have questions.
Sincerely,
Linda Cvrkel
Branch Chief
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Dover Downs Gaming & Entertainment, Inc.
March 28, 2005
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