Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 26, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | DOVER MOTORSPORTS INC | ||
Entity Central Index Key | 1,017,673 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 34,426,054 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Common Stock | |||
Entity Common Stock, Shares Outstanding | 18,329,173 | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 18,510,975 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | |||
Admissions | $ 7,967,000 | $ 8,727,000 | $ 9,521,000 |
Event-related | 8,617,000 | 8,450,000 | 9,190,000 |
Broadcasting | 29,949,000 | 28,463,000 | 27,445,000 |
Other | 6,000 | 34,000 | 24,000 |
Total revenues | 46,539,000 | 45,674,000 | 46,180,000 |
Expenses: | |||
Operating and marketing | 27,818,000 | 27,171,000 | 26,648,000 |
General and administrative | 7,414,000 | 7,146,000 | 7,252,000 |
Loss on disposal of long-lived assets | 40,000 | 2,403,000 | |
Impairment charges | 4,329,000 | ||
Depreciation | 5,326,000 | 3,262,000 | 3,291,000 |
Total expenses | 40,598,000 | 39,982,000 | 41,520,000 |
Income from assets held for sale | 2,900,000 | ||
Operating earnings | 8,841,000 | 5,692,000 | 4,660,000 |
Interest expense, net | (323,000) | (467,000) | (959,000) |
Benefit for contingent obligation | 86,000 | 30,000 | 91,000 |
Other (expense) income | (5,000) | 26,000 | 157,000 |
Earnings before income taxes | 8,599,000 | 5,281,000 | 3,949,000 |
Income tax expense | (3,314,000) | (2,136,000) | (1,925,000) |
Net earnings | 5,285,000 | 3,145,000 | 2,024,000 |
Unrealized (loss) gain on available-for-sale securities, net of income tax expense | (17,000) | 7,000 | 34,000 |
Change in pension net actuarial loss and prior service cost, net of income taxes | 223,000 | (1,761,000) | 897,000 |
Comprehensive income | $ 5,491,000 | $ 1,391,000 | $ 2,955,000 |
Net earnings per common share (Note 2): | |||
Basic (in dollars per share) | $ 0.14 | $ 0.09 | $ 0.05 |
Diluted (in dollars per share) | $ 0.14 | $ 0.09 | $ 0.05 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 1 | $ 24 |
Accounts receivable | 173 | 139 |
Inventories | 72 | 70 |
Prepaid expenses and other | 1,136 | 1,042 |
Receivable from Dover Downs Gaming & Entertainment, Inc. | 44 | |
Income taxes receivable | 1 | 170 |
Deferred income taxes | 79 | 79 |
Assets held for sale | 26,000 | 26,000 |
Total current assets | 27,506 | 27,524 |
Property and equipment, net | 53,542 | 58,236 |
Other assets | 851 | 925 |
Deferred income taxes | 549 | 580 |
Total assets | 82,448 | 87,265 |
Current liabilities: | ||
Accounts payable | 137 | 889 |
Accrued liabilities | 3,215 | 4,944 |
Payable to Dover Downs Gaming & Entertainment, Inc. | 22 | |
Deferred revenue | 1,278 | 1,348 |
Total current liabilities | 4,630 | 7,203 |
Revolving line of credit | 5,900 | 10,760 |
Liability for pension benefits | 3,790 | 4,231 |
Provision for contingent obligation | 1,727 | 1,813 |
Deferred income taxes | 14,408 | 15,163 |
Total liabilities | $ 30,455 | $ 39,170 |
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 | $ 101,742 | $ 101,508 |
Accumulated deficit | (50,301) | (53,749) |
Accumulated other comprehensive loss | (3,121) | (3,327) |
Total stockholders' equity | 51,993 | 48,095 |
Total liabilities and stockholders' equity | 82,448 | 87,265 |
Common Stock | ||
Stockholders' equity: | ||
Common stock | 1,822 | 1,812 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 1,851 | $ 1,851 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
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, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 18,220,484 | 18,116,562 |
Common stock, shares outstanding | 18,220,484 | 18,116,562 |
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 | 18,510,975 | 18,510,975 |
Common stock, shares outstanding | 18,510,975 | 18,510,975 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities: | |||
Net earnings | $ 5,285 | $ 3,145 | $ 2,024 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation | 5,326 | 3,262 | 3,291 |
Amortization of credit facility fees | 96 | 96 | 219 |
Stock-based compensation | 316 | 278 | 291 |
Deferred income taxes | (828) | (881) | (836) |
Benefit for contingent obligation | (86) | (30) | (91) |
Income from assets held for sale | (2,900) | ||
Loss on disposal of long-lived assets, non-cash | 2,045 | ||
Gain on sale of property and equipment | (138) | ||
Impairment charges | 4,329 | ||
Changes in assets and liabilities: | |||
Accounts receivable | (34) | (111) | 196 |
Inventories | (2) | 44 | 10 |
Prepaid expenses and other | (125) | (60) | (34) |
Receivable from/payable to Dover Downs Gaming & Entertainment, Inc. | (66) | 26 | (4) |
Income taxes receivable/payable | 182 | (69) | 30 |
Accounts payable | 64 | 48 | (120) |
Accrued liabilities | (86) | 190 | (39) |
Deferred revenue | (70) | (395) | (976) |
Liability for pension benefits | (9) | (90) | (9) |
Net cash provided by operating activities | 7,063 | 7,498 | 8,143 |
Investing activities: | |||
Capital expenditures | (1,448) | (3,136) | (315) |
Non-refundable deposit received on expected sale of facility | 1,200 | 1,700 | |
Purchase of available-for-sale securities | (40) | (99) | (102) |
Proceeds from sale of available-for-sale securities | 20 | 77 | 90 |
Proceeds from sale of property and equipment | 138 | ||
Net cash used in investing activities | (268) | (1,458) | (189) |
Financing activities: | |||
Borrowings from revolving line of credit | 29,740 | 35,520 | 28,760 |
Repayments on revolving line of credit | (34,600) | (39,580) | (33,640) |
Dividends paid | (1,837) | (1,831) | (1,831) |
Repurchase of common stock | (121) | (129) | (1,129) |
Credit facility fees | (125) | ||
Net cash used in financing activities | (6,818) | (6,020) | (7,965) |
Net (decrease) increase in cash | (23) | 20 | (11) |
Cash, beginning of year | 24 | 4 | 4 |
Cash, end of year | 1 | 24 | 4 |
Supplemental information: | |||
Interest paid | 453 | 550 | 784 |
Income tax payments | 3,960 | 3,087 | $ 2,779 |
Change in accounts payable for capital expenditures | $ (816) | $ 816 |
Business Operations
Business Operations | 12 Months Ended |
Dec. 31, 2015 | |
Business Operations | |
Business Operations | NOTE 1 — Business Operations References in this document to “we,” “us” and “our” mean Dover Motorsports, Inc. and/or its wholly owned subsidiaries, as appropriate. 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. Our Dover facility promoted the following six events during 2015, 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 Sprint Cup Series events; · 2 NASCAR XFINITY Series events; · 1 NASCAR Camping World Truck Series event; and · 1 NASCAR K&N Pro Series East event. In 2016, we are scheduled to promote these same six events at Dover International Speedway. Total revenues from these events were approximately 97% of total revenues in 2015, 2014 and 2013. We have hosted the Firefly Music Festival on our property in Dover, Delaware for four consecutive years and it is scheduled to return on June 16-19, 2016 with over 90 musical acts. The inaugural three day festival with 40 musical acts was held in July 2012, followed by a three day festival in June 2013 with over 70 musical acts, a four day festival in June 2014 with over 100 musical acts and a four day festival in June 2015 with 120 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. On June 26-28, 2015, the inaugural Big Barrel Country Music Festival was held at our facility. The three day festival was promoted by RFGV Festivals and featured 40 musical acts. On January 28, 2016, RFGV Festivals announced it will not promote the event in 2016. 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 NASCAR events and has not entered into sanction agreements with NASCAR since 2011. We currently use the facility on a limited basis for motorsports track rentals. On May 29, 2014, we entered into an agreement to sell the facility for $27 million in cash and the assumption by the potential buyer of obligations of ours under certain Variable Rate Tax Exempt Infrastructure Revenue Bonds. The sales agreement was amended several times extending the closing date. In consideration for these amendments, during 2014 we received $1,700,000 in non-refundable deposits from the potential buyer which was to be applied against the purchase price at closing. As of December 31, 2014, the $1,700,000 was included in accrued expenses in our consolidated balance sheets. In 2015, we received $1,200,000 in non-refundable deposits to extend closing under the agreement, a portion of which was to be applied against the purchase price depending on the closing date. During the first and second quarters of 2015, $427,000 and $606,000, respectively, was recorded as income from assets held for sale in our consolidated statements of earnings as those deposit amounts were not to be applied against the purchase price at closing based on the terms of the amendments. On June 1, 2015, the potential buyer defaulted under the agreement and did not subsequently cure the default. The amended closing date under the agreement was July 27, 2015; therefore, the agreement expired by its terms. Accordingly, we recorded as income from assets held for sale the remaining deposits of $1,867,000 in the third quarter of 2015. We have expanded our sales efforts and are in discussions with additional prospective buyers. The assets of Nashville Superspeedway are reported as assets held for sale in our consolidated balance sheets at December 31, 2015 and 2014. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | NOTE 2 — Summary of Significant Accounting Policies Basis of consolidation and presentation— The accompanying consolidated financial statements include the accounts of Dover Motorsports, Inc. and our wholly owned subsidiaries. Intercompany transactions and balances have been eliminated. Investments— Investments, which consist of mutual funds, are classified as available-for-sale and reported at fair-value in other assets in our consolidated balance sheets. Changes in fair value are reported in other comprehensive income (loss). See NOTE 8 — Pension Plans, NOTE 9 — Stockholders’ Equity and NOTE 10 — Fair Value Measurements for further discussion. Accounts receivable— Accounts receivable are stated at their estimated collectible amount and do not bear interest. Inventories— Inventories of items for resale are stated at the lower of cost or market with cost being determined on the first-in, first-out basis. Property and equipment— Property and equipment is stated at cost. Depreciation is provided for financial reporting purposes using the straight-line method over the following estimated useful lives: Facilities 10-40 years Furniture, fixtures and equipment 3-10 years Impairment of long-lived assets— Long-lived assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Generally, fair value is determined using valuation techniques such as the comparable sales approach based on either independent third party appraisals or pending/completed sales transactions. See NOTE 3 — Impairment Charge for further discussion. Income taxes— Deferred income taxes are provided on all differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements based upon enacted statutory tax rates in effect at the balance sheet date. We record a valuation allowance to reduce our deferred tax assets when uncertainty regarding their realizability exists. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. As of December 31, 2015, our valuation allowance on state net operating loss carry-forwards net of federal income taxes was $10,326,000, which decreased by $78,000 in 2015. These state net operating losses are related to our Midwest facilities that have not produced taxable income in recent years to utilize the net operating loss carryforwards. As such, the valuation allowances fully reserve the state net operating loss carryforwards, net of federal tax benefit. 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 souvenir sales and vendor commissions for the right to sell concessions and souvenirs at our facilities; sales of programs; track rentals 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 and the Big Barrel Country Music Festival. “Broadcasting” revenue includes rights fees obtained for television and radio broadcasts of events held at our speedways and any ancillary media rights fees. 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 $721,000, $550,000 and $477,000 of total revenues for the years ended December 31, 2015, 2014 and 2013, respectively. Under the terms of our sanction agreements, 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 $1,364,000, $1,191,000 and $1,160,000 in 2015, 2014 and 2013, respectively. Net 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 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): 2015 2014 2013 Net earnings per common share — basic and diluted: Net earnings $ $ $ Allocation to nonvested restricted stock awards Net earnings available to common stockholders $ $ $ Weighted-average shares outstanding Net earnings per common share — basic and diluted $ $ $ There were no options outstanding during 2015, 2014 or 2013. Accounting for stock-based compensation— We recorded total stock-based compensation expense for our restricted stock awards of $316,000, $278,000 and $291,000 as general and administrative expenses for the years ended December 31, 2015, 2014 and 2013, respectively. We recorded income tax benefits of $128,000, $113,000 and $56,000 for the years ended December 31, 2015, 2014 and 2013, respectively, related to our restricted stock awards. Use of estimates— The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, disclosures about contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on our best estimates and judgment. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which we believe to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. Volatility in credit and equity markets and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. 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 provides a five step approach to be applied to all contracts with customers. ASU No. 2014-09 also requires expanded disclosures about revenue recognition. This update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted for reporting periods beginning after December 15, 2016. We are currently analyzing the impact of ASU No. 2014-09 on our results of operations and, at this time, we are unable to determine the impact on the new standard, if any, on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires an entity to present debt issuance costs as a direct reduction from the carrying amount of the related debt liability on the balance sheet. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU 2015-03. The SEC Staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The update requires retrospective application and represents a change in accounting principle. This update becomes effective January 1, 2016. The adoption of this accounting standard update is not expected to have a material impact on our consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory , which requires companies to measure inventory at lower of cost and net realizable value, versus lower of cost or market. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This update is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of this accounting standard update is not expected to have an impact on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes , which requires companies to present deferred income tax assets and deferred income tax liabilities as noncurrent in a classified balance sheet instead of the current requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of this accounting standard update is not expected to have a material impact on our consolidated financial statements. |
Impairment Charge
Impairment Charge | 12 Months Ended |
Dec. 31, 2015 | |
Impairment Charge | |
Impairment Charge | NOTE 3 — Impairment Charge Based upon the economic conditions that existed in the fourth quarter of 2013 and their impact on real estate values at that time, we concluded that it was necessary for us to review the carrying value of the long-lived assets at Nashville for impairment. The Nashville assets recorded on our consolidated balance sheets consist exclusively of land. The recoverability of the assets was measured by a comparison of the carrying amount of the assets to the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the assets. As a result of the recoverability test, we concluded that the carrying amount of our Nashville facility exceeded the undiscounted cash flows. Since the carrying amount of the assets exceeded the fair value, an impairment charge was recognized by the amount by which the carrying amount of the assets exceeded the fair value. Fair value of the assets for the Nashville facility was determined based on the value of owned real estate at the facility. The long-lived assets deemed to be impaired consisted of land. Based on the results of this analysis, we recorded a non-cash pre-tax impairment charge in the fourth quarter of 2013 to write-down the carrying value of long-lived assets at our Nashville facility to fair value, as follows: Carrying Value of Long-Lived Assets Fair Value of Long-Lived Assets Non-Cash Impairment Charges Nashville facility $ $ $ There were no events or changes in circumstances during 2015 or 2014 which would indicate that the carrying value of these assets may not be recoverable. The long-lived assets of our Nashville facility are reported as assets held for sale in our consolidated balance sheets as of December 31, 2015 and 2014. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | |
Property and Equipment | NOTE 4 — Property and Equipment Property and equipment consists of the following as of December 31: 2015 2014 Land $ $ Facilities Furniture, fixtures and equipment Construction in progress Less accumulated depreciation ) ) $ $ In the first quarter of 2015, we identified certain track related assets that, as a result of our planned reduction of grandstand seating, were retired at the end of our 2015 race season. As a result, we adjusted the service lives of those assets to properly reflect their shortened estimated useful life. We recorded depreciation expense of $2,216,000 in 2015 related to these assets and they are now fully depreciated. In 2014, we removed certain grandstand seating at our Dover International Speedway facility and have written off the remaining net book value of the assets of $2,045,000 which is reported in our consolidated statements of earnings as loss on disposal of long-lived assets. The cost to remove the grandstand seating of $358,000 is also included in loss on disposal of long-lived assets in our consolidated statements of earnings. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities | |
Accrued Liabilities | NOTE 5 — Accrued Liabilities Accrued liabilities consist of the following as of December 31: 2015 2014 Payroll and related items $ $ Real estate taxes Pension Non-refundable deposit on expected sale of facility — Other $ $ |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt | |
Long-Term Debt | NOTE 6 — Long-Term Debt At December 31, 2015, 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 secured credit agreement with a bank group. The credit facility expires on July 31, 2017. 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 December 31, 2015). The facility provides that we may elect to enter into a negative pledge with the bank group in exchange for the release of the security interest in the collateral securing the agreement. In the event we elect to enter into the negative pledge, interest will be based upon LIBOR plus a margin that varies between 150 and 200 basis points depending on the leverage ratio. 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 and provides the lenders with a first lien on all of our assets. The credit facility also provides that if we default under any other loan agreement, that would be a default under this facility. At December 31, 2015, there was $5,900,000 outstanding under the credit facility at an interest rate of 1.93%. The credit facility provides for seasonal funding needs, capital improvements, letter of credit requirements and other general corporate purposes. At December 31, 2015, 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 $11,612,000 at December 31, 2015. We expect to be in compliance with the financial covenants, and all other covenants, for all measurement periods during the next twelve months. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | NOTE 7 — Income Taxes The current and deferred income tax (expense) benefit is as follows: Years ended December 31, 2015 2014 2013 Current: Federal $ ) $ ) $ ) State ) ) ) ) ) ) Deferred: Federal State Total income tax expense $ ) $ ) $ ) A reconciliation of the effective income tax rate with the applicable statutory federal income tax rate is as follows: Years ended December 31, 2015 2014 2013 Federal tax at statutory rate % % % State taxes, net of federal benefit % % % Valuation allowance )% % % Non-deductible stock based compensation — — % Other )% )% )% Effective income tax rate % % % Deferred income tax assets and liabilities are comprised of the following as of December 31: 2015 2014 Deferred income tax assets: Accruals not currently deductible for income taxes $ $ Net operating loss carry-forwards Total deferred income tax assets Valuation allowance ) ) Net deferred income tax assets Deferred income tax liabilities: Depreciation ) ) Total deferred income tax liabilities ) ) Net deferred income tax liability $ ) $ ) Amounts recognized in the consolidated balance sheets: Current deferred income tax assets $ $ Noncurrent deferred income tax assets Noncurrent deferred income tax liabilities ) ) $ ) $ ) Deferred income taxes relate to the temporary differences between financial accounting income and taxable income and are primarily attributable to differences between the book and tax basis of property and equipment and net operating loss carry-forwards (expiring through 2030). At December 31, 2015, we have available state net operating loss carryforwards of $216,417,000. Valuation allowances which fully reserve the state net operating loss carryforwards, net of federal tax benefit, (decreased) increased in 2015, 2014 and 2013 by ($78,000), $44,000 and ($1,805,000), respectively. We recognize interest expense and penalties on uncertain income tax positions as a component of interest expense. No interest expense or penalties were recorded for uncertain income tax matters in 2015, 2014 or 2013. As of December 31, 2015 and 2014, we had no liabilities for uncertain income tax matters. We file income tax returns with the Internal Revenue Service and the states in which we conduct business. We have identified the U.S. federal and state of Delaware as our major tax jurisdictions. As of December 31, 2015, tax years after 2011 remain open to examination for federal and Delaware income tax purposes. |
Pension Plans
Pension Plans | 12 Months Ended |
Dec. 31, 2015 | |
Pension Plans | |
Pension Plans | NOTE 8 — 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. Participants as of July 31, 2011 continue to earn vesting credit with respect to their frozen accrued benefits as they continue to work. 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 $813,000 and $820,000 as of December 31, 2015 and 2014, respectively, and are recorded in other assets in our consolidated balance sheets (see NOTE 10 — Fair Value Measurements). The following table sets forth the defined benefit plans’ funded status and amounts recognized in our consolidated balance sheets as of December 31: 2015 2014 Change in benefit obligation: Benefit obligation at beginning of year $ $ Interest cost Actuarial (gain) loss ) Benefits paid ) ) Other ) Benefit obligation at end of year Change in plan assets: Fair value of plan assets at beginning of year Actual (loss) gain on plan assets ) Employer contribution — Benefits paid ) ) Other Fair value of plan assets at end of year Unfunded status $ ) $ ) The following table presents the amounts recognized in our consolidated balance sheets as of December 31: 2015 2014 Accrued benefit cost $ ) $ ) Liability for pension benefits ) ) $ ) $ ) Amounts recognized in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit (expense) at December 31 are as follows: 2015 2014 Net actuarial loss, pre-tax $ $ The accumulated benefit obligation for our pension plans was $12,618,000 and $13,273,000, respectively, as of December 31, 2015 and 2014. The components of net periodic pension benefit for our defined benefit pension plans for the years ended December 31, 2015, 2014 and 2013 are as follows: 2015 2014 2013 Interest cost $ $ $ Expected return on plan assets ) ) ) Recognized net actuarial loss $ ) $ ) $ ) For the year ending December 31, 2016, we expect to recognize the following amounts as components of net periodic benefit (expense) which are included in accumulated other comprehensive loss as of December 31, 2015: Actuarial loss $ The principal assumptions used to determine the net periodic pension benefit for the years ended December 31, 2015, 2014 and 2013, and the actuarial value of the benefit obligation at December 31, 2015 and 2014 (the measurement dates) for our pension plans are as follows: Net Periodic Pension Cost Benefit Obligation 2015 2014 2013 2015 2014 Weighted-average discount rate % % % % % Weighted-average rate of compensation increase n/a n/a n/a n/a n/a Expected long-term rate of return on plan assets % % % n/a n/a Historically, we have used a single weighted-average discount rate approach to determine the pension benefit obligation and the subsequent years’ interest cost component of the net periodic pension benefit. The weighted-average discount rate was determined by matching estimated benefit payment cash flows to a yield curve derived from long-term, high-quality corporate bond curves. This method represented the constant annual rate that would be required to discount all future benefit payments related to past service from the date of expected future payment to the measurement date. As of December 31, 2015, we have elected to use a yield curve to determine the benefit obligation and the subsequent years’ interest cost component of the net periodic pension benefit. This method will provide a more precise measurement of the interest cost by improving the correlation between projected benefit cash flows and the corresponding spot yield curve rates. The change in method did not impact the December 31, 2015 benefit obligation, but will result in a decrease in the interest component of the net periodic pension benefit starting in 2016. We have accounted for this as a change in estimate on a prospective basis. For 2015, we assumed a long-term rate of return on plan assets of 8.0%. In developing the 8.0% expected long-term rate of return assumption, we reviewed asset class return expectations and long-term inflation assumptions and considered our historical compounded return, which was consistent with our long-term rate of return assumption. In 2014, we adopted the Society of Actuaries’ RP-2014 mortality tables and MP-2014 mortality improvement tables to determine our December 31, 2014 pension liability. These new mortality tables, along with a lower discount rate, resulted in the increase in the unfunded status of our pension plans and the increase in the accumulated other comprehensive loss at December 31, 2014. During 2015, we reviewed the mortality tables and adopted the new updated MP-2015 mortality improvement tables which resulted in a decrease in our pension benefit obligation. Our investment goals are to achieve a combination of moderate growth of capital and income with moderate risk. Acceptable investment vehicles will include mutual funds, exchange-traded funds (ETFs), limited partnerships, and individual securities. Our target allocations for plan assets are 60% equities and 40% fixed income. Of the equity portion, 50% will be invested in passively managed securities using ETFs and the other 50% will be invested in actively managed investment vehicles. We address diversification by investing in mutual funds and ETFs which hold large, mid and small capitalization U.S. stocks, international (non-U.S.) equity, REITS, and real assets (consisting of inflation-linked bonds, real estate and natural resources). A sufficient percentage of investments will be readily marketable in order to be sold to fund benefit payment obligations as they become payable. The fair values of our pension assets as of December 31, 2015 by asset category are as follows (refer to NOTE 10 — Fair Value Measurements for a description of Level 1, Level 2 and Level 3 categories): Asset Category Total Level 1 Level 2 Level 3 Corporate common stocks $ $ $ — $ — Mutual funds/ETFs: Equity-large cap — — Equity-mid cap — — Equity-small cap — — Equity-international — — Fixed income — — Real estate — — Money market — — Total mutual funds/ETFs — — Grand total $ $ $ — $ — The fair values of our pension assets as of December 31, 2014 by asset category are as follows (refer to NOTE 10 — Fair Value Measurements for a description of Level 1, Level 2 and Level 3 categories): Asset Category Total Level 1 Level 2 Level 3 Corporate common stocks $ $ $ — $ — Mutual funds/ETFs: Equity-large cap — — Equity-mid cap — — Equity-small cap — — Equity-international — — Fixed income — — Real estate — — Money market — — Total mutual funds/ETFs — — Grand total $ $ $ — $ — We do not expect to contribute to our defined benefit pension plans in 2016. Estimated future benefit payments are as follows: 2016 $ 2017 $ 2018 $ 2019 $ 2020 $ 2021-2025 $ 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 2015, 2014 and 2013, we recorded expenses of $81,000, $73,000 and $60,000, respectively, related to the SERP. During 2015, 2014 and 2013, we contributed $72,000, $65,000 and $55,000 to the plan, respectively. The liability for SERP pension benefits was $82,000 and $73,000 as of December 31, 2015 and 2014, respectively. We also maintain a defined contribution 401(k) plan that permits participation by substantially all employees. Our matching contributions to the 401(k) plan were $124,000, $119,000 and $110,000 in 2015, 2014 and 2013, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity | |
Stockholders' Equity | NOTE 9 — Stockholders’ Equity Changes in the components of stockholders’ equity are as follows (in thousands, except per share amounts): Common Stock Class A Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Balance at December 31, 2012 $ $ $ $ ) $ ) Net earnings — — — — Dividends paid, $0.05 per share — — — ) — 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 $23 — — — — Change in net actuarial loss and prior service cost, net of income tax expense of $615 — — — — Balance at December 31, 2013 ) ) Net earnings — — — — Dividends paid, $0.05 per share — — — ) — 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 $5 — — — — Change in net actuarial loss and prior service cost, net of income tax benefit of $1,206 — — — — ) Excess tax benefit on restricted stock — — — — Balance at December 31, 2014 ) ) Net earnings — — — — Dividends paid, $0.05 per share — — — ) — Issuance of restricted stock awards, net of forfeitures — ) — — Stock-based compensation — — — — Repurchase and retirement of common stock ) — ) — — Unrealized loss on available-for-sale securities, net of income tax benefit of $12 — — — — ) Change in net actuarial loss and prior service cost, net of income tax expense of $152 — — — — Excess tax benefit on restricted stock — — — — Balance at December 31, 2015 $ $ $ $ ) $ ) As of December 31, 2015 and 2014, accumulated other comprehensive loss, net of income taxes, consists of the following: 2015 2014 Net actuarial loss and prior service cost not yet recognized in net periodic benefit cost, net of income tax benefit of $2,171,000 and $2,323,000, respectively $ ) $ ) Accumulated unrealized gain on available-for-sale securities, net of income tax expense of $31,000 and $43,000, respectively Accumulated other comprehensive loss $ ) $ ) Holders of common stock have one vote per share and holders of Class A common stock have ten votes per share. There is no cumulative voting. Shares of Class A common stock are convertible at any time into shares of common stock on a share for share basis at the option of the holder thereof. Dividends on Class A common stock cannot exceed dividends on common stock on a per share basis. Dividends on common stock may be paid at a higher rate than dividends on Class A common stock. The terms and conditions of each issue of preferred stock are determined by our Board of Directors. No preferred shares have been issued. We adopted a stockholder rights plan in 2006. The rights are attached to and trade in tandem with our common stock and Class A common stock. Each right entitles the registered holder to purchase from us one share of common stock. The rights, unless earlier redeemed by our Board of Directors, will detach and trade separately from our common stock upon the occurrence of certain events such as the unsolicited acquisition by a third party of beneficial ownership of 10% or more of our outstanding combined common stock and Class A common stock or the announcement by a third party of the intent to commence a tender or exchange offer for 10% or more of our outstanding combined common stock and Class A common stock. After the rights have detached, the holders of such rights would generally have the ability to purchase such number of either shares of our common stock or stock of an acquirer of ours having a market value equal to twice the exercise price of the right being exercised, thereby causing substantial dilution to a person or group of persons attempting to acquire control of us. The rights may serve as a significant deterrent to unsolicited attempts to acquire control of us, including transactions involving a premium to the market price of our stock. This rights agreement expires on June 13, 2016, unless earlier redeemed. 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 2014, we purchased and retired 13,950 shares of our outstanding common stock at an average purchase price of $2.27 per share, not including nominal brokerage commissions. No purchases of our equity securities were made pursuant to this authorization during 2015. At December 31, 2015, we had remaining repurchase authority of 1,178,131 shares. During the years ended December 31, 2015, 2014 and 2013, we purchased and retired 49,078, 40,210 and 33,950 shares of our outstanding common stock at an average purchase price of $2.46, $2.41 and $1.80 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. 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. As of December 31, 2015, there were 1,848,626 shares available for granting options or stock awards. Nonvested restricted stock activity for the year ended December 31, 2015 was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2014 $ Granted $ Vested ) $ Nonvested at December 31, 2015 $ 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 service period or the service period remaining until normal retirement age, if shorter. The total fair value of shares vested during the years ended December 31, 2015, 2014 and 2013 based on the weighted average grant date fair value was $274,000, $318,000 and $394,000, respectively. The grant-date fair value of nonvested restricted stock awards granted during the years ended December 31, 2015, 2014 and 2013 was $2.44, $2.50 and $1.80, respectively. We recorded compensation expense of $316,000, $278,000 and $291,000 related to restricted stock awards for the years ended December 31, 2015, 2014 and 2013, respectively. As of December 31, 2015, there was $658,000 of total unrecognized compensation cost related to nonvested restricted stock awards granted to employees under our stock incentive plan. That cost is expected to be recognized over a weighted-average period of 3.9 years. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | NOTE 10 — 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 December 31, 2015 and 2014: Total Level 1 Level 2 Level 3 2015: Available-for-sale securities $ $ $ — $ — 2014: Available-for-sale securities $ $ $ — $ — 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 December 31, 2015 and 2014, there was $5,900,000 and $10,760,000, respectively, outstanding under our revolving credit agreement. The borrowings under our revolving credit agreement bear interest at the variable rate described in NOTE 6 — Long-Term Debt and therefore we believe approximate fair value. The following table summarizes the valuation of our pricing levels for non-financial assets that are measured at fair value on a non-recurring basis as of December 31, 2015 and 2014: Total Level 1 Level 2 Level 3 2013 Losses Long-lived assets held for sale $ $ — $ — $ $ Fair value of the long-lived assets held for sale was determined using a valuation methodology which gave specific consideration to the value of the owned real estate (refer to NOTE 3 — Impairment Charge for further discussion). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Related Party Transactions | NOTE 11 — Related Party Transactions During the years ended December 31, 2015, 2014 and 2013, Dover Downs Gaming & Entertainment, Inc. (“Gaming”), a company related through common ownership, allocated costs of $1,851,000, $1,910,000 and $1,854,000, respectively, to us for certain administrative and operating services, including leased space. We allocated certain administrative and operating service costs of $252,000, $240,000 and $220,000, respectively, to Gaming for the years ended December 31, 2015, 2014 and 2013. The allocations were based on an analysis of each company’s share of the costs. In connection with our NASCAR event weekends at Dover International Speedway, Gaming provided certain services, primarily catering, for which we were invoiced $836,000, $689,000 and $801,000, during the years ended December 31, 2015, 2014 and 2013, respectively. Additionally, we invoiced Gaming $230,000, $184,000 and $294,000, during 2015, 2014 and 2013, respectively, for tickets, display space, our commission for suite catering and other services to the events. As of December 31, 2015 and 2014, our consolidated balance sheets included a $44,000 receivable from and a $22,000 payable to Gaming for the aforementioned items. We settled these items in January of 2016 and 2015. 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. In April of 2002, we spun-off our gaming business which was then owned by our subsidiary, Dover Downs Gaming & Entertainment, Inc. On a tax-free basis, we made a pro rata distribution of all of the capital stock of Gaming to our stockholders. Our continuing operations subsequent to the spin-off consist solely of our motorsports activities. In conjunction with the spin-off of Gaming by us, the two companies entered into various agreements that addressed the allocation of assets and liabilities between the two companies and that define the companies’ relationship after the separation. Among these are the Real Property Agreement and the Transition Support Services Agreement. The Real Property Agreement governs certain real property transfers, leases and easements affecting our Dover, Delaware facility. The Transition Support Services Agreement provides for each of the two companies to provide each other with certain administrative and operational services. The party receiving the services is required to pay for them within 30 business days after receipt of an invoice at rates agreed upon by the companies. The agreement may be terminated in whole or in part 90 days after the request of the party receiving the services or 180 days after the request of the party providing the services. 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 | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | NOTE 12 — Commitments and Contingencies We lease equipment at our facilities with leases expiring at various dates through 2020. Total rental payments charged to operations amounted to $77,000, $75,000 and $44,000 for the years ended December 31, 2015, 2014 and 2013, respectively. 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 $17,200,000 was outstanding at December 31, 2015. Annual principal payments range from $900,000 in September 2016 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 $17,488,000 irrevocable direct-pay letter of credit issued by our bank group. We are exposed to fluctuations in interest rates for these bonds. As of December 31, 2015 and 2014, $1,976,000 and $1,932,000, 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 2015, we paid $983,000 into the sales and incremental property tax fund and $939,000 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 NASCAR events and has not entered into sanction agreements with NASCAR since 2011. We currently use the facility on a limited basis for motorsports track rentals. 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 by $86,000, $30,000 and $91,000 in 2015, 2014 and 2013, respectively, and is $1,727,000 at December 31, 2015. 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 have employment, severance and noncompete agreements with certain of our 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 our control, 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 and the subsequent termination of employment of all employees covered under these agreements, we estimate that the maximum contingent liability would range from $7,800,000 to $9,700,000 depending on the tax treatment of the payments. To the extent that any of the potential payments or benefits due under the agreements constitute an excess “parachute payment” under the Internal Revenue Code and result in the imposition of an excise tax, each agreement requires that we pay the amount of such excise tax plus any additional amounts necessary to place the officer or director in the same after-tax position as he would have been had no excise tax been imposed. We estimate that the tax gross ups that could be paid under the agreements in the event the agreements were triggered due to a change of control could be between $1,000,000 and $2,900,000 and these amounts have been included in the maximum contingent liability disclosed above. This maximum tax gross up figure assumes that none of the payments made after the hypothetical change in control would be characterized as reasonable compensation for services rendered. Each agreement with an executive officer provides that fifty percent of the monthly amount paid during the term is paid in consideration of the executive officer’s non-compete covenants. The exclusion of these amounts would reduce the calculated amount of excess parachute payments subject to tax. We are unable to conclude whether the Internal Revenue Service would characterize all or some of these non-compete payments as reasonable compensation for services rendered. 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. |
Quarterly Results - (unaudited)
Quarterly Results - (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Results - (unaudited) | |
Quarterly Results - (unaudited) | NOTE 13 — Quarterly Results ( unaudited) March 31(a)(b) June 30(a)(b) September 30(a)(b)(c) December 31(a) Year Ended December 31, 2015 Revenues $ $ $ $ Operating (loss) earnings $ ) $ $ ) $ Net (loss) earnings $ ) $ $ ) $ Net (loss) earnings per share – basic and diluted $ ) $ $ ) $ Year Ended December 31, 2014 Revenues $ $ $ $ Operating (loss) earnings $ ) $ $ $ ) Net (loss) earnings $ ) $ $ $ ) Net (loss) earnings per share – basic and diluted $ ) $ $ $ ) (a) In the first quarter of 2015, we shortened the service lives of certain assets at our Dover International Speedway facility that were retired at the end of the 2015 race season. This resulted in accelerated depreciation of $729,000 ($433,000 after income taxes), $655,000 ($389,000 after income taxes), $655,000 ($389,000 after income taxes) and $177,000 ($105,000 after income taxes) being recorded in the first, second, third and fourth quarters of 2015, respectively. See NOTE 4 — Property and Equipment. (b) In 2014, we entered into an agreement to sell our Nashville Superspeedway facility. The sales agreement was amended several times extending the closing date. In consideration for these amendments, during 2014 we received $1,700,000 in non-refundable deposits from the potential buyer which was to be applied against the purchase price at closing. In 2015, we received $1,200,000 in non-refundable deposits to extend closing under the agreement, a portion of which was to be applied against the purchase price depending on the closing date. During the first and second quarters of 2015, $427,000 ($278,000 after income taxes) and $606,000 ($394,000 after income taxes), respectively, was recorded as income from assets held for sale as those deposit amounts were not to be applied against the purchase price at closing based on the terms of the amendments. On June 1, 2015, the potential buyer defaulted under the agreement and did not subsequently cure the default. The amended closing date under the agreement was July 27, 2015; therefore, the agreement expired by its terms. Accordingly, we recorded as income from assets held for sale the remaining deposits of $1,867,000 ($1,214,000 after income taxes) in the third quarter of 2015. (c) During the third quarter of 2014, we recorded a loss on disposal of long-lived assets of $2,403,000 ($1,447,000 after income taxes) related to the removal and disposal of certain grandstand seating at our Dover International Speedway facility. See NOTE 4 — Property and Equipment. Per share data amounts for the quarters have each been calculated separately. Accordingly, quarterly amounts may not add to the annual amounts due to differences in the weighted-average common shares outstanding during each period. Our operations are seasonal in nature. Our fall NASCAR event weekend was held in the third quarter of 2014; however, it was held in the fourth quarter of 2015. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Basis of consolidation and presentation | Basis of consolidation and presentation— The accompanying consolidated financial statements include the accounts of Dover Motorsports, Inc. and our wholly owned subsidiaries. Intercompany transactions and balances have been eliminated. |
Investments | Investments— Investments, which consist of mutual funds, are classified as available-for-sale and reported at fair-value in other assets in our consolidated balance sheets. Changes in fair value are reported in other comprehensive income (loss). See NOTE 8 — Pension Plans, NOTE 9 — Stockholders’ Equity and NOTE 10 — Fair Value Measurements for further discussion. |
Accounts receivable | Accounts receivable— Accounts receivable are stated at their estimated collectible amount and do not bear interest. |
Inventories | Inventories— Inventories of items for resale are stated at the lower of cost or market with cost being determined on the first-in, first-out basis. |
Property and equipment | Property and equipment— Property and equipment is stated at cost. Depreciation is provided for financial reporting purposes using the straight-line method over the following estimated useful lives: Facilities 10-40 years Furniture, fixtures and equipment 3-10 years |
Impairment of long-lived assets | Impairment of long-lived assets— Long-lived assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Generally, fair value is determined using valuation techniques such as the comparable sales approach based on either independent third party appraisals or pending/completed sales transactions. See NOTE 3 — Impairment Charge for further discussion. |
Income taxes | Income taxes— Deferred income taxes are provided on all differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements based upon enacted statutory tax rates in effect at the balance sheet date. We record a valuation allowance to reduce our deferred tax assets when uncertainty regarding their realizability exists. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. As of December 31, 2015, our valuation allowance on state net operating loss carry-forwards net of federal income taxes was $10,326,000, which decreased by $78,000 in 2015. These state net operating losses are related to our Midwest facilities that have not produced taxable income in recent years to utilize the net operating loss carryforwards. As such, the valuation allowances fully reserve the state net operating loss carryforwards, net of federal tax benefit. |
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 souvenir sales and vendor commissions for the right to sell concessions and souvenirs at our facilities; sales of programs; track rentals 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 and the Big Barrel Country Music Festival. “Broadcasting” revenue includes rights fees obtained for television and radio broadcasts of events held at our speedways and any ancillary media rights fees. 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 $721,000, $550,000 and $477,000 of total revenues for the years ended December 31, 2015, 2014 and 2013, respectively. Under the terms of our sanction agreements, 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 $1,364,000, $1,191,000 and $1,160,000 in 2015, 2014 and 2013, respectively. |
Net earnings per common share | Net 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 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): 2015 2014 2013 Net earnings per common share — basic and diluted: Net earnings $ $ $ Allocation to nonvested restricted stock awards Net earnings available to common stockholders $ $ $ Weighted-average shares outstanding Net earnings per common share — basic and diluted $ $ $ There were no options outstanding during 2015, 2014 or 2013. |
Accounting for stock-based compensation | Accounting for stock-based compensation— We recorded total stock-based compensation expense for our restricted stock awards of $316,000, $278,000 and $291,000 as general and administrative expenses for the years ended December 31, 2015, 2014 and 2013, respectively. We recorded income tax benefits of $128,000, $113,000 and $56,000 for the years ended December 31, 2015, 2014 and 2013, respectively, related to our restricted stock awards. |
Use of estimates | Use of estimates— The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities, disclosures about contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on our best estimates and judgment. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which we believe to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. Volatility in credit and equity markets and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. |
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 provides a five step approach to be applied to all contracts with customers. ASU No. 2014-09 also requires expanded disclosures about revenue recognition. This update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted for reporting periods beginning after December 15, 2016. We are currently analyzing the impact of ASU No. 2014-09 on our results of operations and, at this time, we are unable to determine the impact on the new standard, if any, on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires an entity to present debt issuance costs as a direct reduction from the carrying amount of the related debt liability on the balance sheet. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU 2015-03. The SEC Staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The update requires retrospective application and represents a change in accounting principle. This update becomes effective January 1, 2016. The adoption of this accounting standard update is not expected to have a material impact on our consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory , which requires companies to measure inventory at lower of cost and net realizable value, versus lower of cost or market. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This update is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of this accounting standard update is not expected to have an impact on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes , which requires companies to present deferred income tax assets and deferred income tax liabilities as noncurrent in a classified balance sheet instead of the current requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of this accounting standard update is not expected to have a material impact on our consolidated financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property and equipment | Facilities 10-40 years Furniture, fixtures and equipment 3-10 years |
Schedule of the computation of EPS | The following table sets forth the computation of EPS (in thousands, except per share amounts): 2015 2014 2013 Net earnings per common share — basic and diluted: Net earnings $ $ $ Allocation to nonvested restricted stock awards Net earnings available to common stockholders $ $ $ Weighted-average shares outstanding Net earnings per common share — basic and diluted $ $ $ |
Impairment Charge (Tables)
Impairment Charge (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Impairment Charge | |
Schedule of impairment of long lived assets | Carrying Value of Long-Lived Assets Fair Value of Long-Lived Assets Non-Cash Impairment Charges Nashville facility $ $ $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | |
Schedule of components of property and equipment | 2015 2014 Land $ $ Facilities Furniture, fixtures and equipment Construction in progress Less accumulated depreciation ) ) $ $ |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities | |
Schedule of accrued liabilities | 2015 2014 Payroll and related items $ $ Real estate taxes Pension Non-refundable deposit on expected sale of facility — Other $ $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Schedule of current and deferred income tax (expense) benefit | Years ended December 31, 2015 2014 2013 Current: Federal $ ) $ ) $ ) State ) ) ) ) ) ) Deferred: Federal State Total income tax expense $ ) $ ) $ ) |
Schedule of reconciliation of the effective income tax rate with the applicable statutory federal income tax rate | Years ended December 31, 2015 2014 2013 Federal tax at statutory rate % % % State taxes, net of federal benefit % % % Valuation allowance )% % % Non-deductible stock based compensation — — % Other )% )% )% Effective income tax rate % % % |
Schedule of deferred income tax assets and liabilities | 2015 2014 Deferred income tax assets: Accruals not currently deductible for income taxes $ $ Net operating loss carry-forwards Total deferred income tax assets Valuation allowance ) ) Net deferred income tax assets Deferred income tax liabilities: Depreciation ) ) Total deferred income tax liabilities ) ) Net deferred income tax liability $ ) $ ) Amounts recognized in the consolidated balance sheets: Current deferred income tax assets $ $ Noncurrent deferred income tax assets Noncurrent deferred income tax liabilities ) ) $ ) $ ) |
Pension Plans (Tables)
Pension Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Pension Plans | |
Schedule of defined benefit plans' funded status and amounts recognized in the entity's consolidated balance sheets | 2015 2014 Change in benefit obligation: Benefit obligation at beginning of year $ $ Interest cost Actuarial (gain) loss ) Benefits paid ) ) Other ) Benefit obligation at end of year Change in plan assets: Fair value of plan assets at beginning of year Actual (loss) gain on plan assets ) Employer contribution — Benefits paid ) ) Other Fair value of plan assets at end of year Unfunded status $ ) $ ) |
Schedule of amounts recognized in the entity's consolidated balance sheets | 2015 2014 Accrued benefit cost $ ) $ ) Liability for pension benefits ) ) $ ) $ ) |
Schedule of amounts expected to recognized as components of net periodic benefit (expense), which are included in accumulated other comprehensive loss | 2015 2014 Net actuarial loss, pre-tax $ $ |
Schedule of components of net periodic pension benefit | 2015 2014 2013 Interest cost $ $ $ Expected return on plan assets ) ) ) Recognized net actuarial loss $ ) $ ) $ ) |
Schedule of amounts included in accumulated comprehensive loss which are expected to be recognized as components of net periodic benefit (expense) in next fiscal year | Actuarial loss $ |
Schedule of principal assumptions used to determine the net periodic pension benefit and the actuarial value of the benefit obligation | Net Periodic Pension Cost Benefit Obligation 2015 2014 2013 2015 2014 Weighted-average discount rate % % % % % Weighted-average rate of compensation increase n/a n/a n/a n/a n/a Expected long-term rate of return on plan assets % % % n/a n/a |
Schedule of fair values of the entity's pension assets | The fair values of our pension assets as of December 31, 2015 by asset category are as follows (refer to NOTE 10 — Fair Value Measurements for a description of Level 1, Level 2 and Level 3 categories): Asset Category Total Level 1 Level 2 Level 3 Corporate common stocks $ $ $ — $ — Mutual funds/ETFs: Equity-large cap — — Equity-mid cap — — Equity-small cap — — Equity-international — — Fixed income — — Real estate — — Money market — — Total mutual funds/ETFs — — Grand total $ $ $ — $ — The fair values of our pension assets as of December 31, 2014 by asset category are as follows (refer to NOTE 10 — Fair Value Measurements for a description of Level 1, Level 2 and Level 3 categories): Asset Category Total Level 1 Level 2 Level 3 Corporate common stocks $ $ $ — $ — Mutual funds/ETFs: Equity-large cap — — Equity-mid cap — — Equity-small cap — — Equity-international — — Fixed income — — Real estate — — Money market — — Total mutual funds/ETFs — — Grand total $ $ $ — $ — |
Schedule of estimated future benefit payments | 2016 $ 2017 $ 2018 $ 2019 $ 2020 $ 2021-2025 $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity | |
Schedule of changes in the components of stockholders' equity | Changes in the components of stockholders’ equity are as follows (in thousands, except per share amounts): Common Stock Class A Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Balance at December 31, 2012 $ $ $ $ ) $ ) Net earnings — — — — Dividends paid, $0.05 per share — — — ) — 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 $23 — — — — Change in net actuarial loss and prior service cost, net of income tax expense of $615 — — — — Balance at December 31, 2013 ) ) Net earnings — — — — Dividends paid, $0.05 per share — — — ) — 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 $5 — — — — Change in net actuarial loss and prior service cost, net of income tax benefit of $1,206 — — — — ) Excess tax benefit on restricted stock — — — — Balance at December 31, 2014 ) ) Net earnings — — — — Dividends paid, $0.05 per share — — — ) — Issuance of restricted stock awards, net of forfeitures — ) — — Stock-based compensation — — — — Repurchase and retirement of common stock ) — ) — — Unrealized loss on available-for-sale securities, net of income tax benefit of $12 — — — — ) Change in net actuarial loss and prior service cost, net of income tax expense of $152 — — — — Excess tax benefit on restricted stock — — — — Balance at December 31, 2015 $ $ $ $ ) $ ) |
Schedule of accumulated other comprehensive loss, net of income taxes | 2015 2014 Net actuarial loss and prior service cost not yet recognized in net periodic benefit cost, net of income tax benefit of $2,171,000 and $2,323,000, respectively $ ) $ ) Accumulated unrealized gain on available-for-sale securities, net of income tax expense of $31,000 and $43,000, respectively Accumulated other comprehensive loss $ ) $ ) |
Schedule of nonvested restricted stock activity | Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2014 $ Granted $ Vested ) $ Nonvested at December 31, 2015 $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements | |
Summary of valuation of financial instrument pricing levels | Total Level 1 Level 2 Level 3 2015: Available-for-sale securities $ $ $ — $ — 2014: Available-for-sale securities $ $ $ — $ — |
Summary of the valuation of pricing levels for non-financial assets that are measured at fair value on a non-recurring basis | Total Level 1 Level 2 Level 3 2013 Losses Long-lived assets held for sale $ $ — $ — $ $ |
Quarterly Results - (unaudite28
Quarterly Results - (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Results - (unaudited) | |
Schedule of quarterly results | March 31(a)(b) June 30(a)(b) September 30(a)(b)(c) December 31(a) Year Ended December 31, 2015 Revenues $ $ $ $ Operating (loss) earnings $ ) $ $ ) $ Net (loss) earnings $ ) $ $ ) $ Net (loss) earnings per share – basic and diluted $ ) $ $ ) $ Year Ended December 31, 2014 Revenues $ $ $ $ Operating (loss) earnings $ ) $ $ $ ) Net (loss) earnings $ ) $ $ $ ) Net (loss) earnings per share – basic and diluted $ ) $ $ $ ) (a) In the first quarter of 2015, we shortened the service lives of certain assets at our Dover International Speedway facility that were retired at the end of the 2015 race season. This resulted in accelerated depreciation of $729,000 ($433,000 after income taxes), $655,000 ($389,000 after income taxes), $655,000 ($389,000 after income taxes) and $177,000 ($105,000 after income taxes) being recorded in the first, second, third and fourth quarters of 2015, respectively. See NOTE 4 — Property and Equipment. (b) In 2014, we entered into an agreement to sell our Nashville Superspeedway facility. The sales agreement was amended several times extending the closing date. In consideration for these amendments, during 2014 we received $1,700,000 in non-refundable deposits from the potential buyer which was to be applied against the purchase price at closing. In 2015, we received $1,200,000 in non-refundable deposits to extend closing under the agreement, a portion of which was to be applied against the purchase price depending on the closing date. During the first and second quarters of 2015, $427,000 ($278,000 after income taxes) and $606,000 ($394,000 after income taxes), respectively, was recorded as income from assets held for sale as those deposit amounts were not to be applied against the purchase price at closing based on the terms of the amendments. On June 1, 2015, the potential buyer defaulted under the agreement and did not subsequently cure the default. The amended closing date under the agreement was July 27, 2015; therefore, the agreement expired by its terms. Accordingly, we recorded as income from assets held for sale the remaining deposits of $1,867,000 ($1,214,000 after income taxes) in the third quarter of 2015. (c) During the third quarter of 2014, we recorded a loss on disposal of long-lived assets of $2,403,000 ($1,447,000 after income taxes) related to the removal and disposal of certain grandstand seating at our Dover International Speedway facility. See NOTE 4 — Property and Equipment. |
Business Operations (Details)
Business Operations (Details) | Jun. 19, 2016item | Jun. 28, 2015item | Jun. 21, 2015item | May. 29, 2014USD ($) | Jun. 30, 2014item | Jun. 30, 2013item | Jul. 31, 2012item | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($)item | Dec. 31, 2013USD ($) |
Business Operations | |||||||||||||
Non-refundable deposit received on expected sale of facility | $ | $ 1,200,000 | $ 1,700,000 | |||||||||||
Income from assets held for sale | $ | 2,900,000 | ||||||||||||
Non-cash impairment charges | $ | $ 4,329,000 | ||||||||||||
Nashville Superspeedway | |||||||||||||
Business Operations | |||||||||||||
Proceeds from sale of facility | $ | $ 27,000,000 | 1,200,000 | 1,700,000 | ||||||||||
Non-refundable deposit received on expected sale of facility | $ | $ 1,200,000 | 1,700,000 | |||||||||||
Income from assets held for sale | $ | $ 1,867,000 | $ 606,000 | $ 427,000 | ||||||||||
Deposits included in accrued expenses | $ | $ 1,700,000 | ||||||||||||
Dover International Speedway | |||||||||||||
Business Operations | |||||||||||||
Number of events scheduled to be promoted | 6 | ||||||||||||
Dover Facility | |||||||||||||
Business Operations | |||||||||||||
Number of events promoted | 6 | ||||||||||||
Number of years Firefly Music Festival hosted | 4 years | ||||||||||||
Percentage of total revenues | 97.00% | 97.00% | 97.00% | ||||||||||
Number of options granted to extend rent agreement | 2 | ||||||||||||
Number of years each agreement permits to use our facility | 5 years | ||||||||||||
Dover Facility | NASCAR Sprint Cup Series events | |||||||||||||
Business Operations | |||||||||||||
Number of events promoted | 2 | ||||||||||||
Dover Facility | NASCAR Xfinity Series events | |||||||||||||
Business Operations | |||||||||||||
Number of events promoted | 2 | ||||||||||||
Dover Facility | NASCAR Camping World Truck Series event | |||||||||||||
Business Operations | |||||||||||||
Number of events promoted | 1 | ||||||||||||
Dover Facility | NASCAR K&N Pro Series East event | |||||||||||||
Business Operations | |||||||||||||
Number of events promoted | 1 | ||||||||||||
Dover Facility | Firefly Music Festival | |||||||||||||
Business Operations | |||||||||||||
Number of days the event is held | 4 days | 3 days | 3 days | ||||||||||
Number of music acts featured in the event | 120 | 100 | 70 | 40 | |||||||||
Dover Facility | Firefly Music Festival | Subsequent Event | |||||||||||||
Business Operations | |||||||||||||
Number of music acts featured in the event | 90 | ||||||||||||
Dover Facility | Big Barrel Country Music Festival | |||||||||||||
Business Operations | |||||||||||||
Number of days the event is held | 3 days | ||||||||||||
Number of music acts featured in the event | 40 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Facilities | Minimum | |
Property and equipment | |
Estimated useful lives | 10 years |
Facilities | Maximum | |
Property and equipment | |
Estimated useful lives | 40 years |
Furniture, fixtures and equipment | Minimum | |
Property and equipment | |
Estimated useful lives | 3 years |
Furniture, fixtures and equipment | Maximum | |
Property and equipment | |
Estimated useful lives | 10 years |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating loss carryforwards | |||
Valuation allowance for deferred tax assets | $ 10,326,000 | $ 10,404,000 | |
Property and Equipment | |||
Accumulated depreciation | 54,306,000 | 49,083,000 | |
Depreciation expense | 2,216,000 | ||
State and Local Jurisdiction | |||
Operating loss carryforwards | |||
Decrease in valuation allowances | (78,000) | $ 44,000 | $ (1,805,000) |
State and Local Jurisdiction | Valuation Allowance, Operating Loss Carryforwards | |||
Operating loss carryforwards | |||
Valuation allowance for deferred tax assets | 10,326,000 | ||
Decrease in valuation allowances | $ 78,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting for stock-based compensation | ||||||||||||
Income tax benefits related to restricted stock awards | $ 56,000 | |||||||||||
Revenue recognition | ||||||||||||
Revenues from barter transactions | $ 721,000 | $ 550,000 | $ 477,000 | |||||||||
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 | $ 1,364,000 | 1,191,000 | 1,160,000 | |||||||||
Net earnings per common share - basic and diluted: | ||||||||||||
Net earnings | 5,285,000 | 3,145,000 | 2,024,000 | |||||||||
Allocation to nonvested restricted stock awards | 82,000 | 50,000 | 33,000 | |||||||||
Net earnings available to common stockholders | $ 5,203,000 | $ 3,095,000 | $ 1,991,000 | |||||||||
Weighted-average shares outstanding - basic and diluted | 36,156,000 | 36,047,000 | 36,252,000 | |||||||||
Net earnings per share - basic and diluted | $ 0.10 | $ (0.04) | $ 0.15 | $ (0.07) | $ (0.06) | $ 0.07 | $ 0.13 | $ (0.06) | $ 0.14 | $ 0.09 | $ 0.05 | |
Options outstanding (in shares) | 0 | 0 | 0 | 0 | 0 | |||||||
Net (loss) earnings per common share - basic: | ||||||||||||
Net earnings available to common stockholders | $ 3,791,000 | $ (1,396,000) | $ 5,494,000 | $ (2,604,000) | $ (2,182,000) | $ 2,601,000 | $ 4,844,000 | $ (2,118,000) | ||||
Restricted Stock | ||||||||||||
Accounting for stock-based compensation | ||||||||||||
Stock-based compensation expense | $ 316,000 | $ 278,000 | $ 291,000 | |||||||||
Income tax benefits related to restricted stock awards | $ 128,000 | $ 113,000 | $ 56,000 |
Impairment Charge (Details)
Impairment Charge (Details) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2013USD ($) | Dec. 31, 2013USD ($) | |
Impairment Charges | ||
Non-cash impairment charges | $ 4,329,000 | |
Nashville Facility | ||
Impairment Charges | ||
Carrying Value of Long-Lived Assets | $ 30,329,000 | 30,329,000 |
Fair Value of Long-Lived Assets | 26,000,000 | $ 26,000,000 |
Non-cash impairment charges | $ 4,329,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property and equipment | ||
Gross | $ 107,848,000 | $ 107,319,000 |
Less accumulated depreciation | (54,306,000) | (49,083,000) |
Net | 53,542,000 | 58,236,000 |
Depreciation expense | 2,216,000 | |
Loss on disposal of long-lived assets, non-cash | 2,045,000 | |
Cost to remove the grandstand seating | 358,000 | |
Land | ||
Property and equipment | ||
Gross | 15,916,000 | 15,916,000 |
Facilities | ||
Property and equipment | ||
Gross | 83,625,000 | 80,721,000 |
Furniture, fixtures and equipment | ||
Property and equipment | ||
Gross | 8,181,000 | 7,137,000 |
Construction in progress | ||
Property and equipment | ||
Gross | $ 126,000 | $ 3,545,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities | ||
Payroll and related items | $ 573,000 | $ 446,000 |
Real estate taxes | 995,000 | 995,000 |
Pension | 954,000 | 897,000 |
Non-refundable deposit on expected sale of facility | 1,700,000 | |
Other | 693,000 | 906,000 |
Total | $ 3,215,000 | $ 4,944,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Long-Term Debt | ||
Amount outstanding under the credit facility | $ 5,900,000 | $ 10,760,000 |
Line of Credit | ||
Long-Term Debt | ||
Maximum borrowing capacity under the credit facility | 35,000,000 | |
Amount outstanding under the credit facility | $ 5,900,000 | |
Interest rate at the end of the period (as a percent) | 1.93% | |
Reference rate | LIBOR | |
Interest rate added to the reference rate (as a percent) | 150.00% | |
Remaining maximum borrowings available pursuant to the credit facility | $ 11,612,000 | |
Line of Credit | Minimum | ||
Long-Term Debt | ||
Interest rate added to the reference rate (as a percent) | 125.00% | |
Interest rate added to the reference rate, if the entity entered into the negative pledge (as a percent) | 150.00% | |
Line of Credit | Maximum | ||
Long-Term Debt | ||
Interest rate added to the reference rate (as a percent) | 175.00% | |
Interest rate added to the reference rate, if the entity entered into the negative pledge (as a percent) | 200.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ (3,349,000) | $ (2,273,000) | $ (1,869,000) |
State | (793,000) | (744,000) | (892,000) |
Total | (4,142,000) | (3,017,000) | (2,761,000) |
Deferred: | |||
Federal | 652,000 | 703,000 | 773,000 |
State | 176,000 | 178,000 | 63,000 |
Total | 828,000 | 881,000 | 836,000 |
Total income tax expense | $ (3,314,000) | $ (2,136,000) | $ (1,925,000) |
Reconciliation of the effective income tax rate with the applicable statutory federal income tax rate | |||
Federal tax at statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit (as a percent) | 5.60% | 6.10% | 13.40% |
Valuation allowance (as a percent) | (0.90%) | 0.90% | 0.10% |
Non-deductible stock based compensation (as a percent) | 1.60% | ||
Other (as a percent) | (1.20%) | (1.60%) | (1.40%) |
Effective income tax rate (as a percent) | 38.50% | 40.40% | 48.70% |
Deferred income tax assets: | |||
Accruals not currently deductible for income taxes | $ 2,865,000 | $ 2,985,000 | |
Net operating loss carry-forwards | 10,863,000 | 10,948,000 | |
Total deferred income tax assets | 13,728,000 | 13,933,000 | |
Valuation allowance | (10,326,000) | (10,404,000) | |
Net deferred income tax assets | 3,402,000 | 3,529,000 | |
Deferred income tax liabilities: | |||
Depreciation | (17,182,000) | (18,033,000) | |
Total deferred income tax liability | (17,182,000) | (18,033,000) | |
Net deferred income tax liability | (13,780,000) | (14,504,000) | |
Amounts recognized in the consolidated balance sheets: | |||
Current deferred income tax assets | 79,000 | 79,000 | |
Noncurrent deferred income tax assets | 549,000 | 580,000 | |
Noncurrent deferred income tax liabilities | (14,408,000) | (15,163,000) | |
Net deferred income tax liability | $ (13,780,000) | $ (14,504,000) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Uncertain income tax positions | |||
Interest expense recorded | $ 0 | $ 0 | $ 0 |
Liability for uncertain income tax matters | 0 | 0 | |
State and Local Jurisdiction | |||
Operating loss carryforwards | |||
Net operating loss carryforwards | 216,417,000 | ||
Increase (decrease) in valuation allowances | $ (78,000) | $ 44,000 | $ (1,805,000) |
Pension Plans (Details)
Pension Plans (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Pension plans | |||
Fair values of pension assets | $ 7,956,000 | $ 8,218,000 | $ 7,797,000 |
Pension Plans, Defined Benefit | |||
Pension plans | |||
Fair values of pension assets | $ 813,000 | $ 820,000 |
Pension Plans (Details 2)
Pension Plans (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Change in benefit obligation: | |||
Benefit obligation at beginning of year | $ 13,273,000 | $ 9,982,000 | |
Interest cost | 515,000 | 491,000 | $ 443,000 |
Actuarial (gain) loss | (928,000) | 3,002,000 | |
Benefits paid | (234,000) | (206,000) | |
Other | (8,000) | 4,000 | |
Benefit obligation at end of year | 12,618,000 | 13,273,000 | 9,982,000 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 8,218,000 | 7,797,000 | |
Actual (loss) gain on plan assets | (32,000) | 583,000 | |
Employer contribution | 40,000 | ||
Benefits paid | (234,000) | (206,000) | |
Other | 4,000 | 4,000 | |
Fair value of plan assets at end of year | 7,956,000 | 8,218,000 | 7,797,000 |
Unfunded status | (4,662,000) | (5,055,000) | |
Amounts recognized in consolidated balance sheets | |||
Accrued benefit cost | (954,000) | (897,000) | |
Liability for pension benefits | (3,708,000) | (4,158,000) | |
Total | (4,662,000) | (5,055,000) | |
Amounts recognized in accumulated other comprehensive loss that have not been recognized as components of net periodic benefit (expense) | |||
Net actuarial loss, pre-tax | 5,335,000 | 5,710,000 | |
Defined Benefit Plan, Accumulated Benefit Obligation | 12,618,000 | 13,273,000 | |
Components of net periodic pension benefit | |||
Interest cost | 515,000 | 491,000 | 443,000 |
Expected return on plan assets | (643,000) | (612,000) | (552,000) |
Recognized net actuarial loss | 122,000 | 64,000 | 100,000 |
Net periodic pension cost | (6,000) | $ (57,000) | $ (9,000) |
Amounts expected to recognized as components of net periodic benefit (expense), which are included in accumulated other comprehensive loss | |||
Actuarial loss | $ 117,000 | ||
Net Periodic Pension Cost | |||
Weighted-average discount rate (as a percent) | 4.10% | 5.00% | 4.40% |
Expected long-term rate of return on plan assets (as a percent) | 8.00% | 8.00% | 8.00% |
Benefit Obligation | |||
Weighted-average discount rate (as a percent) | 4.40% | 4.10% |
Pension Plans (Details 3)
Pension Plans (Details 3) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Pension plans | |||
Fair values of pension assets | $ 7,956,000 | $ 8,218,000 | $ 7,797,000 |
Estimated future benefit payments | |||
2,016 | 1,329,000 | ||
2,017 | 423,000 | ||
2,018 | 484,000 | ||
2,019 | 499,000 | ||
2,020 | 506,000 | ||
2021-2025 | 2,874,000 | ||
Total | |||
Pension plans | |||
Fair values of pension assets | 7,956,000 | 8,218,000 | |
Level 1 | |||
Pension plans | |||
Fair values of pension assets | $ 7,956,000 | 8,218,000 | |
Equity Funds | |||
Pension plans | |||
Target allocations for plan assets (as a percent) | 60.00% | ||
Passively Managed Exchange Traded Funds | |||
Pension plans | |||
Target allocations for plan assets (as a percent) | 50.00% | ||
Actively Managed Exchange Traded Funds | |||
Pension plans | |||
Target allocations for plan assets (as a percent) | 50.00% | ||
Common Stock | Total | |||
Pension plans | |||
Fair values of pension assets | $ 838,000 | 838,000 | |
Common Stock | Level 1 | |||
Pension plans | |||
Fair values of pension assets | 838,000 | 838,000 | |
Equity and Exchange Traded Funds | Total | |||
Pension plans | |||
Fair values of pension assets | 7,118,000 | 7,380,000 | |
Equity and Exchange Traded Funds | Level 1 | |||
Pension plans | |||
Fair values of pension assets | 7,118,000 | 7,380,000 | |
Equity Large Cap | Total | |||
Pension plans | |||
Fair values of pension assets | 1,636,000 | 1,695,000 | |
Equity Large Cap | Level 1 | |||
Pension plans | |||
Fair values of pension assets | 1,636,000 | 1,695,000 | |
Equity Mid Cap | Total | |||
Pension plans | |||
Fair values of pension assets | 742,000 | 774,000 | |
Equity Mid Cap | Level 1 | |||
Pension plans | |||
Fair values of pension assets | 742,000 | 774,000 | |
Equity Small Cap | Total | |||
Pension plans | |||
Fair values of pension assets | 159,000 | 165,000 | |
Equity Small Cap | Level 1 | |||
Pension plans | |||
Fair values of pension assets | 159,000 | 165,000 | |
Equity Funds Foreign | Total | |||
Pension plans | |||
Fair values of pension assets | 975,000 | 1,046,000 | |
Equity Funds Foreign | Level 1 | |||
Pension plans | |||
Fair values of pension assets | $ 975,000 | 1,046,000 | |
Fixed Income Funds | |||
Pension plans | |||
Target allocations for plan assets (as a percent) | 40.00% | ||
Fixed Income Funds | Total | |||
Pension plans | |||
Fair values of pension assets | $ 2,943,000 | 3,065,000 | |
Fixed Income Funds | Level 1 | |||
Pension plans | |||
Fair values of pension assets | 2,943,000 | 3,065,000 | |
Real Estate | Total | |||
Pension plans | |||
Fair values of pension assets | 440,000 | 439,000 | |
Real Estate | Level 1 | |||
Pension plans | |||
Fair values of pension assets | 440,000 | 439,000 | |
Money Market Funds | Total | |||
Pension plans | |||
Fair values of pension assets | 223,000 | 196,000 | |
Money Market Funds | Level 1 | |||
Pension plans | |||
Fair values of pension assets | $ 223,000 | $ 196,000 |
Pension Plans (Details 4)
Pension Plans (Details 4) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Pension Plans, Defined Benefit | |||
Defined contribution plan disclosures | |||
Expenses recorded under the plan | $ 81,000 | $ 73,000 | $ 60,000 |
Employer contributions | 72,000 | 65,000 | 55,000 |
Liability for benefits | 82,000 | 73,000 | |
Defined Contribution 401 K Plan | |||
Defined contribution plan disclosures | |||
Expenses recorded under the plan | $ 124,000 | $ 119,000 | $ 110,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended | |||
Dec. 31, 2015USD ($)item$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Jul. 28, 2004shares | |
Changes in the components of stockholders equity | ||||
Balance at the beginning of the period | $ 48,095,000 | |||
Net earnings | 5,285,000 | $ 3,145,000 | $ 2,024,000 | |
Dividends paid | 1,837,000 | 1,831,000 | 1,831,000 | |
Unrealized (loss) gain on available-for-sale securities, net of income tax expense | (17,000) | 7,000 | 34,000 | |
Change in net actuarial loss and prior service cost, net of income tax expense | 223,000 | (1,761,000) | 897,000 | |
Balance at the end of the period | 51,993,000 | 48,095,000 | ||
Income tax expense on unrealized gain on available-for-sale securities | 12,000 | 5,000 | 23,000 | |
Income tax expense on change in net actuarial loss and prior service cost | $ 152,000 | $ 1,206,000 | $ 615,000 | |
Preferred stock, shares issued | shares | 0 | 0 | ||
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 $2,171,000 and $2,323,000, respectively | $ (3,164,000) | $ (3,387,000) | ||
Accumulated unrealized gain on available-for-sale securities, net of income tax expense of $31,000 and $43,000, respectively | 43,000 | 60,000 | ||
Accumulated other comprehensive loss | (3,121,000) | (3,327,000) | ||
Income tax benefit on net actuarial loss and prior service cost not yet recognized in net periodic benefit cost | 2,171,000 | 2,323,000 | ||
Income tax expense on accumulated unrealized gain on available-for-sale securities | $ 31,000 | $ 43,000 | ||
Minimum percentage of common stock to be acquired for rights to detach and be traded separately from common stock | 10.00% | |||
Minimum percentage of common stock to be announced for tender or exchange for rights to detach and be traded separately from common stock | 10.00% | |||
Share Repurchase Authorization 2004 | ||||
Changes in the components of stockholders equity | ||||
Number of shares purchased and retired | shares | 13,950 | |||
Average purchase price of shares purchased and retired (in dollars per share) | $ / shares | $ 2.27 | |||
Number of shares repurchased | shares | 0 | |||
Number of shares of common stock authorized to be repurchased | shares | 2,000,000 | |||
Remaining number of shares authorized to be repurchased | shares | 1,178,131 | |||
Restricted Stock | ||||
Changes in the components of stockholders equity | ||||
Number of shares purchased and retired | shares | 49,078 | 40,210 | 33,950 | |
Average purchase price of shares purchased and retired (in dollars per share) | $ / shares | $ 2.46 | $ 2.41 | $ 1.80 | |
Class A Common Stock | ||||
Changes in the components of stockholders equity | ||||
Number of votes per share | item | 10 | |||
Common Stock | ||||
Changes in the components of stockholders equity | ||||
Number of shares issued, entitled by each right | shares | 1 | |||
Common Stock | Common Stock | ||||
Changes in the components of stockholders equity | ||||
Balance at the beginning of the period | $ 1,812,000 | $ 1,802,000 | $ 1,836,000 | |
Issuance of restricted stock awards, net of forfeitures | 15,000 | 15,000 | 13,000 | |
Repurchase and retirement of common stock | (5,000) | (5,000) | (47,000) | |
Balance at the end of the period | $ 1,822,000 | 1,812,000 | 1,802,000 | |
Number of votes per share | item | 1 | |||
Common Stock | Class A Common Stock | ||||
Changes in the components of stockholders equity | ||||
Balance at the beginning of the period | $ 1,851,000 | 1,851,000 | 1,851,000 | |
Balance at the end of the period | 1,851,000 | 1,851,000 | 1,851,000 | |
Additional Paid-in Capital | ||||
Changes in the components of stockholders equity | ||||
Balance at the beginning of the period | 101,508,000 | 101,362,000 | 102,166,000 | |
Issuance of restricted stock awards, net of forfeitures | (15,000) | (15,000) | (13,000) | |
Stock-based compensation | 316,000 | 278,000 | 291,000 | |
Repurchase and retirement of common stock | (116,000) | (124,000) | (1,082,000) | |
Excess tax benefit on restricted stock | 49,000 | 7,000 | ||
Balance at the end of the period | 101,742,000 | 101,508,000 | 101,362,000 | |
Accumulated Deficit | ||||
Changes in the components of stockholders equity | ||||
Balance at the beginning of the period | (53,749,000) | (55,063,000) | (55,256,000) | |
Net earnings | 5,285,000 | 3,145,000 | 2,024,000 | |
Dividends paid | $ (1,837,000) | $ (1,831,000) | $ (1,831,000) | |
Dividends paid (in dollars per share) | $ / shares | $ 0.05 | $ 0.05 | $ 0.05 | |
Balance at the end of the period | $ (50,301,000) | $ (53,749,000) | $ (55,063,000) | |
Accumulated Other Comprehensive Loss | ||||
Changes in the components of stockholders equity | ||||
Balance at the beginning of the period | (3,327,000) | (1,573,000) | (2,504,000) | |
Unrealized (loss) gain on available-for-sale securities, net of income tax expense | (17,000) | 7,000 | 34,000 | |
Change in net actuarial loss and prior service cost, net of income tax expense | 223,000 | (1,761,000) | 897,000 | |
Balance at the end of the period | $ (3,121,000) | $ (3,327,000) | $ (1,573,000) |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders Equity | |||
Maximum number of shares authorized for grant | 2,000,000 | ||
Restricted Stock | |||
Stockholders Equity | |||
Vesting rights percentage each year beginning on the second anniversary date of the grant | 20.00% | ||
Number of shares purchased and retired | 49,078 | 40,210 | 33,950 |
Average purchase price of shares purchased and retired (in dollars per share) | $ 2.46 | $ 2.41 | $ 1.80 |
Service period over which the aggregate market value of stock is being amortized | 6 years | ||
Number of Shares | |||
Nonvested at the beginning of the period (in shares) | 585,800 | ||
Granted (in shares) | 153,000 | ||
Vested (in shares) | (164,200) | ||
Nonvested at the end of the period (in shares) | 574,600 | 585,800 | |
Weighted Average Grant Date Fair Value | |||
Nonvested at the beginning of the period (in dollars per share) | $ 1.84 | ||
Granted (in dollars per share) | 2.44 | $ 2.50 | $ 1.80 |
Vested (in dollars per share) | 1.67 | ||
Nonvested at the end of the period (in dollars per share) | $ 2.05 | $ 1.84 | |
Additional disclosure | |||
Total fair value of shares vested during the period (in dollars) | $ 274,000 | $ 318,000 | $ 394,000 |
Total unrecognized compensation cost (in dollars) | $ 658,000 | ||
Weighted-average period for recognition of total unrecognized compensation cost | 3 years 10 months 24 days | ||
Stock Options | |||
Stockholders Equity | |||
Number of shares available for grant | 1,848,626 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Fair Value Measurements | |||
Amount outstanding under revolving credit agreement | $ 10,760,000 | $ 5,900,000 | |
Long-lived assets held for sale | $ 4,329,000 | ||
Fair Value, Measurements, Nonrecurring | |||
Fair Value Measurements | |||
Long-lived assets held for sale | 4,329,000 | ||
Total | |||
Fair Value Measurements | |||
Available-for-sale securities | 820,000 | 813,000 | |
Total | Fair Value, Measurements, Nonrecurring | |||
Fair Value Measurements | |||
Long-lived assets held for sale | 26,000,000 | ||
Level 1 | |||
Fair Value Measurements | |||
Available-for-sale securities | $ 820,000 | 813,000 | |
Level 3 | Fair Value, Measurements, Nonrecurring | |||
Fair Value Measurements | |||
Long-lived assets held for sale | $ 26,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)itemmi | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Related Party Transactions | |||
Amount due from related party | $ 44,000 | ||
Affiliated Entity | |||
Related Party Transactions | |||
Payable to Dover Downs Gaming & Entertainment, Inc. | $ 44,000 | $ 22,000 | |
Length of harness racing track used (in miles) | mi | 0.625 | ||
Period, before and after the period of exclusive use of harness track, for which related party has set up and tear down rights ( in weeks) | 14 days | ||
Number of annual motorsports weekends for which use of indoor grandstands is allowed by related party | item | 2 | ||
Affiliated Entity | Various Agreements | |||
Related Party Transactions | |||
Number of companies between which assets and liabilities are allocated | item | 2 | ||
Affiliated Entity | Transition Support Services Agreement | |||
Related Party Transactions | |||
Number of business days after receipt of an invoice within which the party receiving the services is required to pay | 30 days | ||
Period within which the agreement may be terminated after the request of the party receiving the services | 90 days | ||
Period within which the agreement may be terminated after the request of the party providing the services | 180 days | ||
Affiliated Entity | Dover Facility | |||
Related Party Transactions | |||
Costs for administrative and operating services, including leased space allocated by related party | $ 836,000 | 689,000 | $ 801,000 |
Administrative and operating service costs allocated to related party | 230,000 | 184,000 | 294,000 |
Administrative and Operating Cost Allocation | |||
Related Party Transactions | |||
Costs for administrative and operating services, including leased space allocated by related party | 1,851,000 | 1,910,000 | 1,854,000 |
Administrative and operating service costs allocated to related party | $ 252,000 | $ 240,000 | $ 220,000 |
Board of Directors Chairman | |||
Related Party Transactions | |||
Minimum percentage of voting power controlled by related party | 50.00% | ||
Minimum percentage of voting power of Gaming controlled by other related party | 50.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Sep. 30, 1999 | |
Commitments and Contingencies | |||||
Rental payments charged to operations | $ 77,000 | $ 75,000 | $ 44,000 | ||
Provision for contingent obligation | (86,000) | (30,000) | (91,000) | ||
Provision for contingent obligation | 1,727,000 | 1,813,000 | |||
Indirect Guarantee of Indebtedness | |||||
Commitments and Contingencies | |||||
Balance available in the sales and incremental property tax fund | 1,976,000 | 1,932,000 | |||
Amount paid into the sales and incremental property tax fund | 983,000 | ||||
Deduction from the sales and incremental property tax fund for principal and interest payments | 939,000 | ||||
Change in Control Severance and Noncompete Payments and Benefits | |||||
Commitments and Contingencies | |||||
Maximum contingent liability, minimum | 7,800,000 | ||||
Maximum contingent liability, maximum | 9,700,000 | ||||
Excise Tax under Excess Parachute Payment | |||||
Commitments and Contingencies | |||||
Maximum contingent liability, minimum | 1,000,000 | ||||
Maximum contingent liability, maximum | $ 2,900,000 | ||||
Percentage of monthly amount paid in consideration of non-compete covenants | 50.00% | ||||
Nontaxable Municipal Bonds | Indirect Guarantee of Indebtedness | |||||
Commitments and Contingencies | |||||
Debt issued | $ 25,900,000 | ||||
Outstanding amount of debt | $ 17,200,000 | ||||
Irrevocable direct-pay letter of credit issued | 17,488,000 | ||||
Nontaxable Municipal Bonds | Minimum | Indirect Guarantee of Indebtedness | |||||
Commitments and Contingencies | |||||
Annual principal payments | 900,000 | ||||
Nontaxable Municipal Bonds | Maximum | Indirect Guarantee of Indebtedness | |||||
Commitments and Contingencies | |||||
Annual principal payments | 1,600,000 | ||||
Nashville Superspeedway | Nontaxable Municipal Bonds | |||||
Commitments and Contingencies | |||||
Provision for contingent obligation | $ 2,250,000 | ||||
Increased (decreased) in the provision for contingent obligation due to changing interest rates | (86,000) | $ 30,000 | $ 91,000 | ||
Provision for contingent obligation | $ 1,727,000 |
Quarterly Results - (unaudite48
Quarterly Results - (unaudited) (Details) - USD ($) | May. 29, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Quarterly Results - (unaudited) | ||||||||||||
Revenues | $ 21,016,000 | $ 133,000 | $ 25,380,000 | $ 10,000 | $ 157,000 | $ 21,061,000 | $ 24,273,000 | $ 183,000 | ||||
Operating (loss) earnings | 6,212,000 | (2,298,000) | 9,124,000 | (4,197,000) | (3,433,000) | 4,251,000 | 8,411,000 | (3,537,000) | $ 8,841,000 | $ 5,692,000 | $ 4,660,000 | |
Net (loss) earnings | $ 3,791,000 | $ (1,396,000) | $ 5,494,000 | $ (2,604,000) | $ (2,182,000) | $ 2,601,000 | $ 4,844,000 | $ (2,118,000) | ||||
Net (loss) earnings per share - basic and diluted | $ 0.10 | $ (0.04) | $ 0.15 | $ (0.07) | $ (0.06) | $ 0.07 | $ 0.13 | $ (0.06) | $ 0.14 | $ 0.09 | $ 0.05 | |
Quarterly Financial Information [Line Items] | ||||||||||||
Loss on disposal of long-lived assets | $ 2,403,000 | $ (40,000) | $ (2,403,000) | |||||||||
Loss on disposal of long-lived assets after income taxes | $ 1,447,000 | |||||||||||
Non-cash impairment charges | $ 4,329,000 | |||||||||||
Gain (Loss) on Disposition of Assets | $ 138,000 | |||||||||||
Nashville Superspeedway | ||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||
Proceeds from Divestiture of Businesses | $ 27,000,000 | $ 1,200,000 | $ 1,700,000 | |||||||||
Gain (Loss) on Disposition of Assets | $ 1,867,000 | $ 606,000 | $ 427,000 | |||||||||
Gain (Loss) on Disposition of Assets after income taxes | 1,214,000 | 394,000 | 278,000 | |||||||||
Dover International Speedway | ||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||
Accelerated depreciation | $ 177,000 | 655,000 | 655,000 | 729,000 | ||||||||
Accelerated depreciation after income taxes | $ 105,000 | $ 389,000 | $ 389,000 | $ 433,000 |