8-K

United States

Securities And Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

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

Date of Report (Date of earliest event reported): October 25, 2007

Dover Motorsports, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number 1-11929

Delaware	51-0357525
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1131 N. DuPont Highway Dover, Delaware	19901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (302) 883-6500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition and

Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure.

On October 25, 2007, Dover Motorsports, Inc. (the “Registrant”) issued a press release announcing the Registrant’s financial results for the third quarter ended September 30, 2007. A copy of the Registrant’s press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated October 25, 2007, issued by the Registrant.

SIGNATURES

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

Dover Motorsports, Inc.

/s/ Denis McGlynn

Denis McGlynn

President and Chief Executive Officer

Dated: October 25, 2007

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated October 25, 2007, issued by Dover Motorsports, Inc.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	For further information, call:
	Patrick J. Bagley - Sr. Vice President-Finance
Dover, Delaware, October 25, 2007	(302) 883-6530

DOVER MOTORSPORTS, INC. REPORTS RESULTS FOR

THE THIRD QUARTER

Dover Motorsports, Inc. (NYSE-Symbol: DVD) today reported its results for the third quarter and nine months ended September 30, 2007.

For the quarter ended September 30, 2007, revenues were $40,951,000 compared with $42,441,000 in the comparable quarter of 2006. The Company promoted a total of seven major motorsports events in the third quarter of each year. As previously reported, broadcast rights fees from the new industry-wide TV contract with NASCAR decreased in 2007 by 10% and represented substantially all of the decrease in revenue during the third quarter.

Operating and marketing expenses increased modestly to $24,398,000 for the quarter ended September 30, 2007 compared with $24,095,000 in the comparable quarter of 2006. General and administrative expenses decreased by 5% in the third quarter of 2007 to $3,062,000 compared with $3,224,000 in the prior year.

Depreciation and amortization expense decreased by $776,000 in the third quarter of 2007, primarily due to the impact of an impairment charge recorded in the prior year, which reduced the carrying value of the depreciable assets of the Company’s midwest facilities.

Net interest expense was $1,121,000 in the third quarter of 2007, or $186,000 higher than in the third quarter of 2006, primarily due to the recording of an accrual $181,000 of interest expense in accordance with FIN 48.

For the quarter ended September 30, 2007, earnings before income taxes were $10,754,000 compared with a loss of $52,823,000 last year, which included impairment charges of $64,618,000. Net earnings were $5,187,000 or $.14 per diluted share in the third quarter of 2007.

The Company’s cash flow from operations for the first nine months of the year was $9,203,000 compared with $14,172,000 in the prior year. At September 30, 2007, long-term indebtedness (including current portion) was $47,708,000, compared with $47,905,000 that was outstanding a year earlier.

Capital spending was $10,012,000 for the nine-month period ended September 30, 2007 compared with $2,970,000 in the same period of the prior year. The 2007 additions related primarily to new skybox suites and the renovation and expansion of other fan amenities at Dover International Speedway. The Company expects to spend less than $1,000,000 in capital during the remainder of 2007.

* * *

This release contains or may contain forward-looking statements based on management’s beliefs and assumptions. Such statements are subject to various risks and uncertainties which could cause results to vary materially. Please refer to the Company’s SEC filings for a discussion of such factors.

Dover Motorsports, Inc. is a leading promoter of motorsports events in the United States. Its motorsports subsidiaries operate four motorsports tracks in three states and promote motorsports events under the auspices of three of the premier sanctioning bodies in motorsports – NASCAR, IRL, and NHRA. The Company owns and operates Dover International Speedway in Dover, Delaware; Gateway International Raceway near St. Louis, Missouri; Memphis Motorsports Park in Memphis, Tennessee; and Nashville Superspeedway near Nashville, Tennessee. For further information log on to www.dovermotorsports.com.

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

In Thousands, Except Per Share Amounts

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Revenues:
Admissions	$	17,127		$	17,437		$	32,974		$	34,135
Event-related		11,761			11,497			23,039			24,304
Broadcasting		12,051			13,453			26,563			29,697
Other		12			54			63			109
		40,951			42,441			82,639			88,245
Expenses:
Operating and marketing		24,398			24,095			50,572			49,585
Impairment charges		—			64,618			—			64,618
General and administrative		3,062			3,224			9,368			9,416
Depreciation and amortization		1,616			2,392			4,710			7,172
		29,076			94,329			64,650			130,791
Operating earnings (loss)		11,875			(51,888	)		17,989			(42,546	)
Interest income		32			28			107			51
Interest expense		(1,153	)		(963	)		(3,155	)		(3,249	)
Earnings (loss) before income tax (expense) benefit		10,754			(52,823	)		14,941			(45,744	)
Income tax (expense) benefit		(5,567	)		18,348			(7,721	)		15,205
Net earnings (loss)	$	5,187		$	(34,475	)	$	7,220		$	(30,539	)
Net earnings (loss) per common share:
Basic	$	0.14		$	(0.96	)	$	0.20		$	(0.85	)
Diluted	$	0.14		$	(0.96	)	$	0.20		$	(0.85	)
Weighted average shares outstanding:
Basic		35,879			36,003			35,874			36,033
Diluted		36,041			36,003			35,989			36,033

DOVER MOTORSPORTS, INC.

CONSOLIDATED BALANCE SHEETS

In Thousands

(Unaudited)

	September 30, 2007			September 30, 2006			December 31, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	1,070		$	1,193		$	298
Accounts receivable		10,649			11,286			2,935
Inventories		216			299			244
Prepaid expenses and other		1,766			1,765			1,808
Receivable from Dover Downs Gaming & Entertainment, Inc.		—			—			9
Deferred income taxes		205			411			193
Total current assets		13,906			14,954			5,487
Property and equipment, net		157,854			154,704			152,502
Restricted cash		4,068			4,215			3,684
Other assets, net		1,079			985			1,261
Total assets	$	176,907		$	174,858		$	162,934
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,089		$	3,699		$	1,938
Accrued liabilities		5,706			6,220			3,400
Payable to Dover Downs Gaming & Entertainment, Inc.		17			32			—
Income taxes payable		3,254			2,086			478
Current portion of bonds payable		—			695			695
Deferred revenue		4,639			4,903			10,008
Current liabilities of discontinued operation		—			103			—
Total current liabilities		16,705			17,738			16,519
Revolving line of credit		43,500			43,000			39,000
Bonds payable		4,208			4,210			4,211
Liability for pension benefits		485			—			771
Other liabilities		795			21			—
Noncurrent income taxes payable		8,452			—			—
Deferred income taxes		22,658			29,507			28,173
Total liabilities		96,803			94,476			88,674
Stockholders’ equity:
Common stock		1,667			1,637			1,635
Class A common stock		1,957			1,992			1,977
Additional paid-in capital		99,724			100,111			99,412
Accumulated deficit		(22,483	)		(22,723	)		(28,071	)
Accumulated other comprehensive loss		(761	)		(635	)		(693	)
Total stockholders’ equity		80,104			80,382			74,260
Total liabilities and stockholders’ equity	$	176,907		$	174,858		$	162,934

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands

(Unaudited)

	Nine Months Ended September 30,
	2007			2006
Operating activities:
Net earnings (loss)	$	7,220		$	(30,539	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities of continuing operations:
Depreciation and amortization		4,710			7,172
Amortization of credit facility fees		147			141
Stock-based compensation		370			314
Deferred income taxes		2,517			(18,817	)
Impairment charges		—			64,618
Changes in assets and liabilities:
Accounts receivable		(7,714	)		(8,920	)
Inventories		28			(69	)
Prepaid expenses and other		42			78
Accounts payable		1,151			2,222
Accrued liabilities		2,306			799
Payable to/receivable from Dover Downs Gaming & Entertainment, Inc.		26			17
Income taxes payable/receivable		2,776			1,796
Deferred revenue		(5,369	)		(4,619	)
Other liabilities		993			(21	)
Net cash provided by operating activities of continuing operations		9,203			14,172
Net cash used in operating activities of discontinued operation		—			(41	)
Investing activities:
Capital expenditures		(10,012	)		(2,970	)
Restricted cash		(384	)		(1,015	)
Net cash used in investing activities		(10,396	)		(3,985	)
Financing activities:
Borrowings from revolving line of credit		33,300			29,600
Repayments of revolving line of credit		(28,800	)		(35,700	)
Repayments of bonds payable		(698	)		(873	)
Dividends paid		(1,632	)		(1,637	)
Repurchase of common stock		(54	)		(1,141	)
Credit facility fees		(159	)		(161	)
Excess tax benefit on stock awards		8			16
Other		—			(10	)
Net cash provided by (used in) financing activities		1,965			(9,906	)
Net increase in cash and cash equivalents		772			240
Cash and cash equivalents, beginning of period		298			953
Cash and cash equivalents, end of period	$	1,070		$	1,193