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): January 24, 2013

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 January 24, 2013, we issued a press release announcing our financial results for the fourth quarter ended December 31, 2012. 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 January 24, 2013

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: January 24, 2013

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated January 24, 2013, 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, January 24, 2013	(302) 857-3292

DOVER MOTORSPORTS, INC. REPORTS RESULTS

FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2012

Dover Motorsports, Inc. (NYSE: DVD) today reported its results for the fourth quarter and year ended December 31, 2012.

On an adjusted basis, earnings from continuing operations for the year improved 81.1% to $4,381,000 from $2,419,000 in 2011.

Results for this quarter are not comparable to the prior year’s quarter due to the timing of Dover’s fall NASCAR race weekend. Dover’s 2012 fall NASCAR race weekend was held entirely in the third quarter of 2012 while the 2011 fall NASCAR Nationwide Series and Sprint Cup Series races were held during the fourth quarter of 2011. Also, the results for the year ended December 31, 2011 include the results of two NASCAR Nationwide Series and two NASCAR Truck Series races at the Company’s Nashville facility. The Company did not promote these races in 2012.

For the quarter ended December 31, 2012, revenues were $129,000 compared with $22,443,000 in the fourth quarter of 2011. The decrease in revenues was due to the schedule change discussed above.

Operating and marketing expenses were $985,000 in the fourth quarter of 2012 compared to $10,768,000 in the fourth quarter of 2011. The decrease is also from the aforementioned changes.

General and administrative expenses of $2,102,000 in the fourth quarter of 2012 increased from $1,832,000 for the same quarter last year. The increase is primarily due to higher employee related costs at Dover.

Net interest expense was $291,000 for the fourth quarter of 2012 compared to $431,000 in the fourth quarter of 2011. The decrease is primarily due to lower average outstanding borrowings and lower interest rates in the fourth quarter of 2012 compared to 2011.

(Loss) earnings from continuing operations before tax benefit (expense) for the fourth quarter of 2012 were ($4,019,000) compared with $8,562,000 for the fourth quarter of 2011.

Net (loss) earnings for the fourth quarter of 2012 were ($2,356,000) or ($.07) per diluted share compared to $5,061,000 or $.14 per diluted share for the same period last year.

For the year ended December 31, 2012, total revenues were $46,747,000 compared with $51,870,000 in the prior year. The decrease was primarily due to no longer promoting the four NASCAR races at the Company’s Nashville facility. Lower Dover NASCAR related revenues were partially offset by rental and related revenues from the inaugural Firefly Music Festival held in July 2012 on the Company’s Dover parking grounds.

Net earnings were $4,571,000 or $.12 per diluted share for the year ended December 31, 2012 compared to a net loss of ($9,185,000) or ($0.25) per diluted share for 2011. The prior year’s annual results include a non-cash impairment charge of $15,687,000 to write down the carrying value of the Nashville facility to its fair value, a provision for contingent obligation of $2,250,000 and a loss from discontinued operation of $71,000 while the results for 2012 includes a credit of $321,000 related to the contingent obligation. On an adjusted basis, earnings from continuing operations were $4,381,000 or $.12 per diluted share for 2012 compared to $2,419,000 or $.07 per diluted share for 2011.

The Company’s financial position has also improved during 2012. Total borrowings outstanding were $19,700,000 at December 31, 2012 compared to $29,160,000 at December 31, 2011. In December 2012, the Company paid an annual cash dividend on both classes of common stock of $0.04 per share in the amount of $1,475,000.

* * *

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 NASCAR sanctioned and other motorsports events in the United States whose subsidiaries own and operate Dover International Speedway in Dover, Delaware and Nashville Superspeedway near Nashville, Tennessee. For further information, log on to dovermotorsports.com.

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

In Thousands, Except Per Share Amounts

(Unaudited)

	Three Months Ended December 31,						Years Ended December 31,
	2012			2011			2012			2011
Revenues:
Admissions	$	—		$	6,165		$	10,428		$	13,633
Event-related		100			4,410			9,889			10,309
Broadcasting		11			11,822			26,404			27,778
Other		18			46			26			150
		129			22,443			46,747			51,870
Expenses:
Operating and marketing		985			10,768			26,688			31,926
Impairment charge		—			—			—			15,687
General and administrative		2,102			1,832			7,560			8,329
Depreciation		823			843			3,314			4,588
		3,910			13,443			37,562			60,530
Operating (loss) earnings		(3,781	)		9,000			9,185			(8,660	)
Interest expense, net		(291	)		(431	)		(1,396	)		(2,245	)
Provision for contingent obligation		53			(5	)		321			(2,250	)
Other (expense) income		—			(2	)		(48	)		15
Loss on extinguishment of debt		—			—			—			(67	)
(Loss) earnings from continuing operations before income tax benefit (expense)		(4,019	)		8,562			8,062			(13,207	)
Income tax benefit (expense)		1,663			(3,500	)		(3,491	)		4,093
(Loss) earnings from continuing operations		(2,356	)		5,062			4,571			(9,114	)
Loss from discontinued operation, net of income tax benefit		—			(1	)		—			(71	)
Net (loss) earnings	$	(2,356	)	$	5,061		$	4,571		$	(9,185	)
Net (loss) earnings per common share - basic:
Continuing operations	$	(0.07	)	$	0.14		$	0.12		$	(0.25	)
Discontinued operation		—			—			—			—
Net (loss) earnings	$	(0.07	)	$	0.14		$	0.12		$	(0.25	)
Net (loss) earnings per common share - diluted:
Continuing operations	$	(0.07	)	$	0.14		$	0.12		$	(0.25	)
Discontinued operation		—			—			—			—
Net (loss) earnings	$	(0.07	)	$	0.14		$	0.12		$	(0.25	)
Weighted average shares outstanding:
Basic		36,300			36,195			36,299			36,194
Diluted		36,300			36,195			36,299			36,194

DOVER MOTORSPORTS, INC.

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

In Thousands, Except Per Share Amounts

(Unaudited)

	Three Months Ended December 31, (1)					Years Ended December 31,
	2012			2011		2012			2011
GAAP (loss) earnings from continuing operations before income taxes	$	(4,019	)	$	8,562	$	8,062		$	(13,207	)
Non-cash impairment charge (2)		—			—		—			15,687
Provision for contingent obligation (2)		(53	)		5		(321	)		2,250
Adjusted (loss) earnings from continuing operations before income taxes	$	(4,072	)	$	8,567	$	7,741		$	4,730
GAAP (loss) earnings from continuing operations	$	(2,356	)	$	5,062	$	4,571		$	(9,114	)
Non-cash impairment charge, net of income taxes (2)		—			—		—			10,197
Provision for contingent obligation, net of income taxes (2)		(31	)		3		(190	)		1,336
Adjusted (loss) earnings from continuing operations	$	(2,387	)	$	5,065	$	4,381		$	2,419
GAAP (loss) earnings per common share from continuing operations - diluted	$	(0.07	)	$	0.14	$	0.12		$	(0.25	)
Non-cash impairment charge, net of income taxes (2)		—			—		—			0.28
Provision for contingent obligation, net of income taxes (2)		—			—		—			0.04
Adjusted (loss) earnings per common share from continuing operations - diluted	$	(0.07	)	$	0.14	$	0.12		$	0.07

⁽¹⁾  Our fall NASCAR Sprint Cup Series event was held in September of 2012 compared to October of 2011.

⁽²⁾  On August 3, 2011, we announced that our wholly-owned subsidiary Nashville Superspeedway notified NASCAR that it would not seek 2012 sanction agreements and therefore we no longer promote NASCAR events at this facility. We continue to use the track for motorsports race team testing and are currently evaluating all of our options for the facility. We incurred a non-cash impairment charge of $15,687,000 in the third quarter of 2011 as a result of our decision to no longer promote NASCAR events at this facility. Additionally, we recorded a $2,245,000 provision for contingent obligation reflecting the present value of the estimated portion of the Wilson County 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) increased by ($316,000) and $5,000 in 2012 and 2011, respectively.

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 (loss) earnings from continuing operations before income taxes, adjusted (loss) earnings from continuing operations and adjusted (loss) earnings per common share from continuing operations - diluted are derived by adjusting amounts determined in accordance with GAAP for the aforementioned non-cash impairment charge and the provision for contingent obligation. 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 (loss) earnings from continuing operations before income taxes, (loss) earnings from continuing operations or diluted (loss) earnings per share from continuing operations, which are determined in accordance with GAAP.

DOVER MOTORSPORTS, INC.

CONSOLIDATED BALANCE SHEETS

In Thousands

(Unaudited)

	December 31, 2012			December 31, 2011
ASSETS
Current assets:
Cash	$	15		$	15
Accounts receivable		224			689
Inventories		124			115
Prepaid expenses and other		1,222			1,255
Receivable from Dover Downs Gaming & Entertainment, Inc.		—			11
Deferred income taxes		78			67
Total current assets		1,663			2,152
Property and equipment, net		92,896			96,380
Other assets		738			783
Deferred income taxes		490			496
Total assets	$	95,787		$	99,811
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	145		$	116
Accrued liabilities		2,903			2,584
Income taxes payable		132			145
Deferred revenue		2,719			3,129
Total current liabilities		5,899			5,974
Revolving line of credit		19,700			29,160
Liability for pension benefits		3,065			2,713
Other liabilities		1,934			2,250
Deferred income taxes		17,096			14,765
Total liabilities		47,694			54,862
Stockholders’ equity:
Common stock		1,836			1,828
Class A common stock		1,851			1,851
Additional paid-in capital		102,166			101,888
Accumulated deficit		(55,256	)		(58,352	)
Accumulated other comprehensive loss		(2,504	)		(2,266	)
Total stockholders’ equity		48,093			44,949
Total liabilities and stockholders’ equity	$	95,787		$	99,811

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands

(Unaudited)

	Years Ended December 31,
	2012			2011
Operating activities:
Net earnings (loss)	$	4,571		$	(9,185	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation		3,314			4,588
Amortization of credit facility fees		228			382
Stock-based compensation		313			407
Deferred income taxes		2,489			(4,935	)
Provision for contingent obligation		(321	)		2,250
Loss on sale of land		52			—
Impairment charge		—			15,687
Loss on extinguishment of debt		—			67
Changes in assets and liabilities:
Accounts receivable		465			150
Inventories		(9	)		86
Prepaid expenses and other		(3	)		174
Receivable from Dover Downs Gaming & Entertainment, Inc.		11			(29	)
Accounts payable		29			(30	)
Accrued liabilities		274			(965	)
Income taxes payable		(13	)		21
Deferred revenue		(410	)		(515	)
Other liabilities		(45	)		(295	)
Net cash provided by operating activities		10,945			7,858
Investing activities:
Capital expenditures		(468	)		(258	)
Proceeds from the sale of property and equipment		585			1,875
Proceeds from the sale of available-for-sale securities		—			526
Purchase of available-for-sale securities		(100	)		(532	)
Net cash provided by investing activities		17			1,611
Financing activities:
Borrowings from revolving line of credit		21,300			60,700
Repayments on revolving line of credit		(30,760	)		(69,740	)
Dividends paid		(1,475	)		—
Repurchase of common stock		(27	)		(52	)
Credit facility fees		—			(431	)
Net cash used in financing activities		(10,962	)		(9,523	)
Net decrease in cash		—			(54	)
Cash, beginning of period		15			69
Cash, end of period	$	15		$	15