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): July 24, 2008

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 July 24, 2008, Dover Motorsports, Inc. (the “Registrant”) issued a press release announcing the Registrant’s financial results for the second quarter ended June 30, 2008. 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 July 24, 2008, 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: July 24, 2008

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated July 24, 2008, issued by Dover Motorsports, Inc.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	For further information, call:
	Timothy R. Horne – Sr. Vice President - Finance
Dover, Delaware, July 24, 2008	(302) 883-6530

DOVER MOTORSPORTS, INC.

REPORTS RESULTS FOR THE SECOND QUARTER

Dover Motorsports, Inc. (NYSE: DVD) today reported its results for the second quarter ended June 30, 2008.

The Company promoted six major events over four weekends in the second quarter of 2008 compared with seven major events in 2007. The first NASCAR Nationwide Series event at Nashville Superspeedway was held in the first quarter of 2008 compared with the second quarter of 2007.

For the quarter ended June 30, 2008 revenues were $39,415,000 compared with $40,806,000 in the second quarter of 2007. The decrease in revenues is due to the fact that one fewer race was promoted in 2008 and was partially offset by small increases in revenue for most other major events promoted during the quarter.

The Company’s NASCAR triple-header in Dover saw results similar to last year’s event. Lower attendance resulting from weak overall economic conditions and rain for the Company’s NASCAR Nationwide event were offset by increased sponsorship, broadcasting and concession revenues.

Operating and marketing expenses were $22,108,000 in the second quarter of 2008 as compared to $23,780,000 in the second quarter of 2007. The decrease primarily related to the change in our motorsports event calendar discussed above, partially offset by higher operating and marketing expenses for our June NASCAR Sprint Cup Series weekend at Dover International Speedway and additional events run at our other facilities.

General and administrative expenses of $3,122,000 in the second quarter of 2008 were consistent with $3,135,000 for the same quarter last year.

Depreciation and amortization expense was $1,704,000 in the quarter ended June 30, 2008 compared to $1,565,000 for the comparable 2007 period. The increase is primarily due to the Monster Makeover project at Dover International Speedway. Net interest expense was $1,032,000 for the quarter ended June 30, 2008 compared to $1,041,000 in the second quarter of 2007. The decrease was due to lower average interest rates offset by higher average outstanding borrowings on the credit facility.

Earnings before income taxes increased to $11,449,000 in the second quarter of 2008 compared with $11,285,000 in the comparable quarter of the prior year.

The effective tax rate for the second quarter of 2008 was 48.9% compared to 50.4% in the prior year. The decrease in the effective tax rate was primarily the result of a reduction in our combined effective state income tax rate.

Net earnings for the quarter ended June 30, 2008 were $5,847,000 or $0.16 per diluted share compared with $5,593,000 or $0.16 per diluted share for the same period last year.

For six months ended June 30, 2008, revenues were $41,927,000 compared with $41,688,000 in the prior year. The Company promoted seven major events in the first half of both years. Net earnings were $1,699,000 or $0.05 per diluted share compared with $2,033,000 or $0.06 per diluted share in the comparable period of the prior year.

For the first half of 2008 cash provided by operations was $4,644,000 compared with $4,801,000 in the prior year. Capital spending, primarily related to the Monster Makeover project at Dover International Speedway, was $6,082,000 in the first half of 2008 compared with $8,745,000 in the comparable period in prior year.

The Company announced yesterday that its Board of Directors declared a regular quarterly dividend of $.015 per share. The dividend is payable on September 10, 2008 to shareholders of record at the close of business on August 10, 2008.

* * *

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; Nashville Superspeedway near Nashville, Tennessee; Gateway International Raceway near St. Louis, Missouri; and Memphis Motorsports Park near Memphis, Tennessee.

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

In Thousands, Except Per Share Amounts

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Revenues:
Admissions	$	13,936		$	15,760		$	14,736		$	15,847
Event-related		11,387			10,494			12,352			11,278
Broadcasting		14,077			14,512			14,786			14,512
Other		15			40			53			51
		39,415			40,806			41,927			41,688
Expenses:
Operating and marketing		22,108			23,780			26,718			26,174
General and administrative		3,122			3,135			6,289			6,306
Depreciation and amortization		1,704			1,565			3,366			3,094
		26,934			28,480			36,373			35,574
Operating earnings		12,481			12,326			5,554			6,114
Interest income		19			32			50			75
Interest expense		(1,051	)		(1,073	)		(2,152	)		(2,002	)
Earnings before income taxes		11,449			11,285			3,452			4,187
Income taxes		5,602			5,692			1,753			2,154
Net earnings	$	5,847		$	5,593		$	1,699		$	2,033
Net earnings per common share:
Basic	$	0.16		$	0.16		$	0.05		$	0.06
Diluted	$	0.16		$	0.16		$	0.05		$	0.06
Weighted average shares outstanding:
Basic		35,940			35,876			35,922			35,871
Diluted		36,131			35,991			36,131			35,963

DOVER MOTORSPORTS, INC.

CONSOLIDATED BALANCE SHEETS

In Thousands

(Unaudited)

	June 30, 2008			June 30, 2007			December 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	1,118		$	1,330		$	327
Accounts receivable		13,172			14,766			1,722
Inventories		421			334			185
Prepaid expenses and other		3,771			4,653			1,773
Receivable from Dover Downs Gaming & Entertainment, Inc.		—			—			18
Prepaid income taxes		346			101			—
Deferred income taxes		203			217			186
Total current assets		19,031			21,401			4,211
Property and equipment, net		160,387			158,187			157,748
Restricted cash		3,894			2,673			4,169
Other assets, net		1,548			1,278			1,578
Deferred income taxes		83			—			—
Total assets	$	184,943		$	183,539		$	167,706
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,086		$	4,065		$	945
Accrued liabilities		4,525			4,768			3,464
Payable to Dover Downs Gaming & Entertainment, Inc.		1			38			—
Income taxes payable		—			—			257
Current portion of bonds payable		1,130			—			111
Deferred revenue		17,213			19,755			8,689
Total current liabilities		25,955			28,626			13,466
Revolving line of credit		45,400			44,800			42,300
Bonds payable		2,969			4,207			4,098
Liability for pension benefits		774			664			736
Other liabilities		1,620			578			1,202
Non current income taxes payable		9,737			8,718			9,687
Deferred income taxes		21,386			20,493			20,101
Total liabilities		107,841			108,086			91,590
Stockholders’ equity:
Common stock		1,698			1,657			1,672
Class A common stock		1,942			1,967			1,952
Additional paid-in capital		100,256			99,599			99,849
Accumulated deficit		(25,896	)		(27,126	)		(26,503	)
Accumulated other comprehensive loss		(898	)		(644	)		(854	)
Total stockholders’ equity		77,102			75,453			76,116
Total liabilities and stockholders’ equity	$	184,943		$	183,539		$	167,706

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands

(Unaudited)

	Six Months Ended June 30,
	2008			2007
Operating activities:
Net earnings	$	1,699		$	2,033
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		3,366			3,094
Amortization of credit facility fees		94			91
Stock-based compensation		317			247
Deferred income taxes		1,262			1,285
Changes in assets and liabilities:
Accounts receivable		(11,450	)		(11,831	)
Inventories		(236	)		(90	)
Prepaid expenses and other		(2,081	)		(2,949	)
Receivable from/payable to Dover Downs Gaming & Entertainment, Inc.		19			47
Prepaid income taxes/income taxes payable		(603	)		(579	)
Accounts payable		2,252			2,127
Accrued liabilities		1,061			1,368
Deferred revenue		8,524			9,747
Other liabilities		420			211
Net cash provided by operating activities		4,644			4,801
Investing activities:
Capital expenditures		(6,082	)		(8,745	)
Restricted cash		275			1,011
Purchase of available-for-sale securities		(50	)		—
Net cash used in investing activities		(5,857	)		(7,734	)
Financing activities:
Borrowings from revolving line of credit		18,600			20,300
Repayments on revolving line of credit		(15,500	)		(14,500	)
Repayments of bonds payable		(110	)		(699	)
Dividends paid		(1,092	)		(1,088	)
Repurchase of common stock		(137	)		(54	)
Proceeds from stock options exercised		216			—
Excess tax benefit on stock awards		27			6
Net cash provided by financing activities		2,004			3,965
Net increase in cash and cash equivalents		791			1,032
Cash and cash equivalents, beginning of period		327			298
Cash and cash equivalents, end of period	$	1,118		$	1,330