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 30, 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 October 30, 2008, we issued a press release announcing our financial results for the third quarter ended September 30, 2008. A copy of our 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 30, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.

Dover Motorsports, Inc.

/s/ Denis McGlynn

Denis McGlynn

President and Chief Executive Officer

Dated: October 30, 2008

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated October 30, 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, October 30, 2008	(302) 857-3292

DOVER MOTORSPORTS, INC. REPORTS RESULTS FOR

THE THIRD QUARTER ENDED SEPTEMBER 30, 2008

Dover Motorsports, Inc. (NYSE - DVD) today reported its results for the third quarter and nine months ended September 30, 2008.

For the quarter ended September 30, 2008, revenues were $39,791,000 compared with $40,951,000 in the third quarter of 2007. The Company promoted a total of seven major motorsports events in the third quarter of each year.

The Company’s NASCAR weekend in Dover saw operating results approximately 8% below last year, primarily as a result of lower attendance resulting from current economic conditions, offset by increases in other revenue categories. Operating results from the Company’s mid-west properties improved compared to last year.

General and administrative expenses of $3,131,000 in the third quarter of 2008 were consistent with $3,062,000 for the same quarter last year.

Depreciation and amortization expense was $1,773,000 in the quarter ended September 30, 2008 compared to $1,616,000 for the comparable 2007 period. The increase is primarily due to the Monster Makeover capital improvement project at Dover International Speedway.

Earnings before income taxes for the third quarter were $9,857,000 compared with $10,754,000 last year.

The effective tax rate for the third quarter of 2008 was 52.3% compared to 51.8% in the prior year.

Net earnings were $4,699,000 or $.13 per diluted share in the third quarter of 2008 compared with $5,187,000 or $.14 per diluted share last year.

For the nine months ended September 30, 2008, revenues were $81,718,000 compared with $82,639,000 in the prior year. The Company promoted fourteen major events in the first nine months of both years. Net earnings were $6,398,000 or $0.18 per diluted share compared with $7,220,000 or $0.20 per diluted share in the comparable period of the 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 December 10, 2008 to shareholders of record at the close of business on November 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; 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,
	2008			2007			2008			2007
Revenues:
Admissions	$	15,365		$	17,127		$	30,101		$	32,974
Event-related		12,073			11,761			24,425			23,039
Broadcasting		12,348			12,051			27,134			26,563
Other		5			12			58			63
		39,791			40,951			81,718			82,639
Expenses:
Operating and marketing		24,083			24,398			50,801			50,572
General and administrative		3,131			3,062			9,420			9,368
Depreciation and amortization		1,773			1,616			5,139			4,710
		28,987			29,076			65,360			64,650
Operating earnings		10,804			11,875			16,358			17,989
Interest income		19			32			69			107
Interest expense		(966	)		(1,153	)		(3,118	)		(3,155	)
Earnings before income taxes		9,857			10,754			13,309			14,941
Income taxes		5,158			5,567			6,911			7,721
Net earnings	$	4,699		$	5,187		$	6,398		$	7,220
Net earnings per common share:
Basic	$	0.13		$	0.14		$	0.18		$	0.20
Diluted	$	0.13		$	0.14		$	0.18		$	0.20
Weighted average shares outstanding:
Basic		35,958			35,879			35,934			35,874
Diluted		36,043			36,041			36,102			35,989

DOVER MOTORSPORTS, INC.

CONSOLIDATED BALANCE SHEETS

In Thousands

(Unaudited)

	September 30, 2008			September 30, 2007			December 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	1,035		$	1,070		$	327
Accounts receivable		10,406			10,649			1,722
Inventories		320			216			185
Prepaid expenses and other		1,705			1,766			1,773
Receivable from Dover Downs Gaming & Entertainment, Inc.		7			—			18
Deferred income taxes		197			205			186
Total current assets		13,670			13,906			4,211
Property and equipment, net		158,857			157,854			157,748
Restricted cash		6,286			4,068			4,169
Other assets, net		1,480			1,079			1,578
Deferred income taxes		87			—			—
Total assets	$	180,380		$	176,907		$	167,706
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,363		$	3,089		$	945
Accrued liabilities		5,644			5,706			3,464
Payable to Dover Downs Gaming & Entertainment, Inc.		—			17			—
Income taxes payable		2,155			3,254			257
Current portion of bonds payable		1,130			—			111
Deferred revenue		3,930			4,639			8,689
Total current liabilities		17,222			16,705			13,466
Revolving line of credit		42,500			43,500			42,300
Bonds payable		2,970			4,208			4,098
Liability for pension benefits		863			485			736
Other liabilities		1,605			795			1,202
Non current income taxes payable		9,632			8,452			9,687
Deferred income taxes		24,155			22,658			20,101
Total liabilities		98,947			96,803			91,590
Stockholders’ equity:
Common stock		1,697			1,667			1,672
Class A common stock		1,942			1,957			1,952
Additional paid-in capital		100,393			99,724			99,849
Accumulated deficit		(21,743	)		(22,483	)		(26,503	)
Accumulated other comprehensive loss		(856	)		(761	)		(854	)
Total stockholders’ equity		81,433			80,104			76,116
Total liabilities and stockholders’ equity	$	180,380		$	176,907		$	167,706

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands

(Unaudited)

	Nine Months Ended September 30,
	2008			2007
Operating activities:
Net earnings	$	6,398		$	7,220
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		5,139			4,710
Amortization of credit facility fees		134			147
Stock-based compensation		452			370
Deferred income taxes		3,898			2,971
Changes in assets and liabilities:
Accounts receivable		(8,684	)		(7,714	)
Inventories		(135	)		28
Prepaid expenses and other		78			42
Receivable from/payable to Dover Downs Gaming & Entertainment, Inc.		11			26
Accounts payable		3,687			1,151
Accrued liabilities		2,180			2,306
Income taxes payable		1,898			2,776
Deferred revenue		(4,759	)		(5,369	)
Other liabilities		609			539
Net cash provided by operating activities		10,906			9,203
Investing activities:
Capital expenditures		(6,467	)		(10,012	)
Restricted cash		(2,117	)		(384	)
Purchase of available-for-sale securities		(50	)		—
Net cash used in investing activities		(8,634	)		(10,396	)
Financing activities:
Borrowings from revolving line of credit		31,000			33,300
Repayments on revolving line of credit		(30,800	)		(28,800	)
Repayments of bonds payable		(109	)		(698	)
Dividends paid		(1,638	)		(1,632	)
Repurchase of common stock		(137	)		(54	)
Credit facility fees		(124	)		(159	)
Proceeds from stock options exercised		216			—
Excess tax benefit on stock awards		28			8
Net cash (used in) provided by financing activities		(1,564	)		1,965
Net increase in cash and cash equivalents		708			772
Cash and cash equivalents, beginning of period		327			298
Cash and cash equivalents, end of period	$	1,035		$	1,070