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 28, 2010

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 28, 2010, we issued a press release announcing our financial results for the third quarter ended September 30, 2010. 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 28, 2010

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 28, 2010

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated October 28, 2010, 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 28, 2010	(302) 857-3292

DOVER MOTORSPORTS, INC.

REPORTS RESULTS FOR THE THIRD QUARTER OF 2010

Dover Motorsports, Inc. (NYSE: DVD) today reported its results for the third quarter ended September 30, 2010.

The Company promoted five major events over three weekends in the third quarter of 2010 compared with five major events in the third quarter of 2009.

For the quarter ended September 30, 2010 revenues were $28,511,000 compared with $31,144,000 in the third quarter of 2009. The decrease in revenues is primarily due to lower attendance at events, resulting in reduced admissions revenue and event-related revenue, and also due to the fact that our Memphis facility was not operating in 2010.

The Company’s NASCAR Fall race weekend in Dover saw lower attendance and lower attendance related revenue as a result of continued weak overall economic conditions. Increased sponsorship and broadcast revenue partially offset the lower attendance related revenue.

Operating and marketing expenses were $17,463,000 in the third quarter of 2010 compared to $19,159,000 in the third quarter of 2009. The decrease is primarily related to direct and indirect cost savings from the closure of our Memphis facility, reduced purses for NASCAR events and lower costs associated with the decline in event-related revenue.

General and administrative expenses of $3,557,000 in the third quarter of 2010 increased from $3,062,000 for the same quarter last year. The increase is primarily due to higher real estate taxes at Gateway International Raceway and approximately $200,000 of expenses associated with the previously contemplated merger with Dover Downs Gaming & Entertainment, Inc., partially offset by reduced costs from the closure of our Memphis facility.

A $298,000 gain was realized related to an insurance settlement on property damage.

Net interest expense was a negative $29,000 for the third quarter of 2010 compared to a negative $244,000 in the third quarter of 2009. These amounts reflect the reversal of accrued interest ($856,000 for the third quarter of 2010 and $1,011,000 for the third quarter of 2009) associated with uncertain income tax positions that are no longer required.

The Company purchased and retired the remaining $1,751,000 of outstanding SWIDA bonds associated with its Gateway facility during the third quarter of 2010. The Company incurred a loss of $208,000 on the extinguishment primarily due to redemption premiums and the write-off of unamortized costs.

Earnings before income taxes for the third quarter of 2010 were $6,074,000 compared with $83,000 in the comparable quarter of the prior year. The prior year’s results include a non-cash impairment charge of $7,478,000 during the third quarter of 2009 to write down the carrying value of the Memphis facility to its fair value. On an adjusted basis, income before income taxes for the third quarter of 2009 was $7,561,000. The Company’s financial results are shown on an adjusted basis on the accompanying schedule – “Reconciliation of GAAP Earnings (Loss) to Adjusted Earnings (Loss)”.

The effective income tax rate was 43.8% for the third quarter of 2010. Excluding the effect of the impairment charge, the effective income tax rate was 42.6% in the third quarter of 2009.

Net (loss) earnings for the third quarter of 2010 were $3,416,000 or $.09 per diluted share compared to $(524,000) or $(.01) per diluted share for the same period last year. On an adjusted basis, net earnings were $4,337,000 or $.12 per diluted share for the third quarter of 2009.

* * *

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 three motorsports tracks in three states and promote NASCAR sanctioned and other motorsports events. The Company owns and operates Dover International Speedway in Dover, Delaware; Gateway International Raceway near St. Louis, Missouri; 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,
	2010			2009			2010			2009
Revenues:
Admissions	$	8,874		$	11,196		$	18,757		$	23,149
Event-related		6,991			7,481			14,449			16,260
Broadcasting		12,645			12,346			27,979			27,284
Other		1			121			3			154
		28,511			31,144			61,188			66,847
Expenses:
Operating and marketing		17,463			19,159			39,850			44,505
General and administrative		3,557			3,062			10,100			9,219
Impairment charges		—			7,478			7,964			7,478
Depreciation and amortization		1,539			1,606			4,690			4,788
		22,559			31,305			62,604			65,990
Gain from insurance settlement		298			—			298			—
Operating earnings (loss)		6,250			(161	)		(1,118	)		857
Interest income		4			—			11			7
Interest expense		25			244			(1,624	)		(1,275	)
Gain (loss) on sale of investments		3			—			3			(102	)
Loss on extinguishment of debt		(208	)		—			(208	)		—
Earnings (loss) before income tax (expense) benefit		6,074			83			(2,936	)		(513	)
Income tax (expense) benefit		(2,658	)		(607	)		68			(811	)
Net earnings (loss)	$	3,416		$	(524	)	$	(2,868	)	$	(1,324	)
Net earnings (loss) per common share:
Basic	$	0.09		$	(0.01	)	$	(0.08	)	$	(0.04	)
Diluted	$	0.09		$	(0.01	)	$	(0.08	)	$	(0.04	)
Weighted average shares outstanding:
Basic		36,099			36,025			36,094			36,019
Diluted		36,099			36,025			36,094			36,019

DOVER MOTORSPORTS, INC.

RECONCILIATION OF GAAP EARNINGS (LOSS) TO ADJUSTED EARNINGS (LOSS)

In Thousands, Except Per Share Amounts

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2010		2009			2010			2009
GAAP earnings (loss) before income taxes	$	6,074	$	83		$	(2,936	)	$	(513	)
Non-cash impairment charge (1)		—		7,478			7,964			7,478
Adjusted earnings (loss) before income taxes	$	6,074	$	7,561		$	5,028		$	6,965
GAAP net earnings (loss)	$	3,416	$	(524	)	$	(2,868	)	$	(1,324	)
Non-cash impairment charge, net of income taxes (1)		—		4,861			5,176			4,861
Adjusted net earnings (loss)	$	3,416	$	4,337		$	2,308		$	3,537
GAAP net earnings (loss) per common share - diluted	$	0.09	$	(0.01	)	$	(0.08	)	$	(0.04	)
Non-cash impairment charge, net of income taxes (1)		—		0.13			0.14			0.13
Adjusted net earnings (loss) per common share - diluted	$	0.09	$	0.12		$	0.06		$	0.09

(1) During the third quarter of 2009, we reviewed the long-lived assets of our Memphis Motorsports Park facility for impairment. Based on the results of this analysis, we recorded a non-cash impairment charge of $7,478,000 to write-down the carrying value of long-lived assets at our Memphis facility to fair value.

During the second quarter of 2010, we reviewed the long-lived assets of our Gateway International Raceway facility for impairment. Based on the results of this analysis, we recorded a non-cash impairment charge of $7,964,000 to write-down the carrying value of long-lived assets at our Gateway facility to fair value.

The above financial information is presented using other than generally accepted accounting principles (“non-GAAP”), and is reconciled to comparable information presented using GAAP. Non-GAAP adjusted earnings (loss) before income taxes, adjusted net earnings (loss) and adjusted net earnings (loss) per common share—diluted are derived by adjusting amounts determined in accordance with GAAP for the aforementioned non-cash impairment charge. We believe such non-GAAP information is useful and meaningful to investors, and is used by investors and us to assess core operations. This non-GAAP financial information may not be comparable to similarly titled measures used by other entities and should not be considered as an alternative to operating earnings (loss), net earnings (loss) or diluted earnings (loss) per share, which are determined in accordance with GAAP.

DOVER MOTORSPORTS, INC.

CONSOLIDATED BALANCE SHEETS

In Thousands

(Unaudited)

	September 30, 2010			September 30, 2009			December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	280		$	838		$	155
Accounts receivable		9,732			9,240			1,260
Inventories		281			317			277
Prepaid expenses and other		2,182			1,682			1,528
Deferred income taxes		134			116			118
Assets held for sale		2,800			—			2,800
Total current assets		15,409			12,193			6,138
Property and equipment, net		118,043			134,547			130,182
Restricted cash		—			3,962			5,333
Other assets, net		600			722			712
Deferred income taxes		148			257			164
Total assets	$	134,200		$	151,681		$	142,529
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,047		$	2,343		$	456
Accrued liabilities		4,728			6,537			2,986
Payable to Dover Downs Gaming & Entertainment, Inc.		40			35			5
Income taxes payable		736			1,214			199
Current portion of bonds payable		—			1,235			1,235
Deferred revenue		2,087			3,992			5,931
Total current liabilities		9,638			15,356			10,812
Revolving line of credit		39,800			39,200			41,000
Bonds payable		—			1,738			1,739
Liability for pension benefits		1,793			2,706			1,695
Other liabilities		143			932			875
Non current income taxes payable		2,121			4,696			3,269
Deferred income taxes		20,754			20,940			20,850
Total liabilities		74,249			85,568			80,240
Stockholders’ equity:
Common stock		1,821			1,811			1,806
Class A common stock		1,851			1,851			1,851
Additional paid-in capital		101,380			100,868			100,943
Accumulated deficit		(43,862	)		(36,423	)		(40,994	)
Accumulated other comprehensive loss		(1,239	)		(1,994	)		(1,317	)
Total stockholders’ equity		59,951			66,113			62,289
Total liabilities and stockholders’ equity	$	134,200		$	151,681		$	142,529

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands

(Unaudited)

	Nine Months Ended September 30,
	2010			2009
Operating activities:
Net loss	$	(2,868	)	$	(1,324	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		4,690			4,788
Amortization of credit facility fees		316			121
Stock-based compensation		502			425
Deferred income taxes		(1,517	)		(1,115	)
Impairment charge		7,964			7,478
Gain from insurance settlement		(298	)		—
Loss on extinguishment from debt		208			—
Changes in assets and liabilities:
Accounts receivable		(8,472	)		(7,290	)
Inventories		(4	)		(44	)
Prepaid expenses and other		(661	)		166
Accounts payable		1,678			1,739
Accrued liabilities		1,648			3,570
Payable to/receivable from Dover Downs Gaming & Entertainment, Inc.		35			46
Income taxes payable/receivable		759			1,126
Deferred revenue		(3,844	)		(2,970	)
Other liabilities		(522	)		(366	)
Net cash (used in) provided by operating activities		(386	)		6,350
Investing activities:
Capital expenditures		(469	)		(1,896	)
Insurance proceeds		298			—
Restricted cash		5,333			1,257
Proceeds from sale of available-for-sale securities		108			187
Purchase of available-for-sale securities		(111	)		(185	)
Net cash provided by (used in) investing activities		5,159			(637	)
Financing activities:
Borrowings from revolving line of credit		25,700			27,150
Repayments on revolving line of credit		(26,900	)		(30,150	)
Repayments of bonds payable		(2,986	)		(1,128	)
Premium and fees on extinguishment of debt		(167	)		—
Dividends paid		—			(733	)
Repurchase of common stock		(50	)		(19	)
Credit facility fees		(245	)		(283	)
Net cash used in financing activities		(4,648	)		(5,163	)
Net increase in cash and cash equivalents		125			550
Cash and cash equivalents, beginning of period		155			288
Cash and cash equivalents, end of period	$	280		$	838