DOVER MOTORSPORTS INC - 10-Q Quarterly Report

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

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of April 30, 2004, the number of shares of each class of the registrant’s common stock outstanding is as follows:

The Notes to the Consolidated Financial Statements are an integral part of these consolidated statements.

References in this document to “the Company,” “DVD,” “we,” “us” and “our” mean Dover Motorsports, Inc. and its wholly owned subsidiaries.

The accompanying consolidated financial statements have been prepared in compliance with Rule 10-01 of Regulation S-X and accounting principles generally accepted in the United States of America, but do not include all of the information and disclosures required for audited financial statements. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K filed on March 10, 2004. In the opinion of management, these statements include all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of operations, financial position and cash flows for the interim periods presented. Operating results for the three-month period ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004 due to the seasonal nature of the Company’s business.

Dover Motorsports, Inc. is a leading marketer and promoter of motorsports entertainment in the United States. Its motorsports subsidiaries operate five motorsports tracks (four permanent facilities and one temporary circuit) in four states and are scheduled to promote 16 major events during 2004 under the auspices of four of the premier sanctioning bodies in motorsports - the National Association for Stock Car Auto Racing (“NASCAR”), the Indy Racing League (“IRL”), Championship Auto Racing Teams (“CART”) and the National Hot Rod Association (“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. The Company also organizes and promotes the Toyota Grand Prix of Long Beach in California.

On March 25, 2004, the Company announced that its wholly owned subsidiary, Grand Prix Association of Long Beach, Inc. (“Grand Prix”), reached an agreement with Open Wheel Racing Series, LLC (“OWRS”), the successor to CART, Inc. and owner of the Champ Car World Series, to transfer to OWRS certain assets and rights that Grand Prix had relative to the organization and promotion of the Grand Prix of Denver, subject to certain conditions and approvals. Grand Prix had a multi-year agreement with the City of Denver pursuant to which it was entitled to stage an annual auto racing event in and around the PepsiCenter in Denver. Grand Prix assigned to OWRS its rights in its agreement with the city, subject to the consent of the city.

Basis of consolidation and presentation—The accompanying consolidated financial statements include the accounts of DVD and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.

Revenue recognition—Revenues pertaining to specific events, including admissions to racing events and motorsports activities held at our facilities; television, radio and ancillary rights fees; sponsorship fees; luxury suite rentals; hospitality catering and commissions paid by third-party vendors for the right to sell concessions at our facilities; and sales of programs and vendor commissions for the right to sell souvenirs at our facilities are deferred until the event is held. Concession revenue from concession stand sales and sales of souvenirs are recorded at the time of sale. Revenues and related expenses from barter transactions in which the Company receives advertising or other goods or services in exchange for sponsorships of motorsports events are recorded at fair value in accordance with Emerging Issues Task Force (“EITF”) Issue No. 99-17, Accounting for Advertising Barter Transactions.

Barter transactions accounted for $451,000 of total revenues for the three months ended March 31, 2003. There were no barter transactions recorded as revenues for the three months ended March 31, 2004.

We derive a substantial portion of our motorsports revenues from admissions and event-related revenue attributable to six NASCAR-sanctioned events at Dover, Delaware which are currently held in June and September.

Under the terms of the Company’s sanction agreements, NASCAR retains 10% of the gross broadcast rights fees allocated to each NASCAR NEXTEL Cup Series (f/k/a Winston Cup) or Busch Series event as a component of its sanction fees and remits the remaining 90% to the event promoter which the Company records as revenue. The event promoter is required to pay 25% of the gross broadcast rights fees to the event as part of the awards to the competitors which the Company records as operating expenses.

Expense recognition—Certain direct expenses pertaining to specific events, including prize and point fund monies and sanction fees paid to various sanctioning bodies, including NASCAR, advertising and other expenses associated with the promotion of our racing events are deferred until the event is held, at which point they are expensed.

The cost of non-event related advertising, promotion and marketing programs are expensed as incurred.

Advertising expenses were $11,000 and $756,000, for the three months ended March 31, 2004 and 2003, respectively.

Earnings per share—Basic and diluted earnings per share (“EPS”) are calculated in accordance with Financial Accounting Standards Board (“FASB”) Statement No. 128, Earnings Per Share. Weighted average shares used in computing basic and diluted EPS are as follows:

For the three months ended March 31, 2004 and 2003, options to purchase 1,429,560 and 1,605,302 shares of common stock, respectively, were outstanding, but were not included in the computation of diluted EPS because the Company had a net loss and all outstanding options would have been anti-dilutive.

Accounting for stock options—The Company accounts for stock options in accordance with FASB Statement No. 123, Accounting for Stock-Based Compensation, as amended by FASB Statement No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure – an Amendment of FASB Statement No. 123. Statement No. 123 defines a fair-value based method of accounting for stock-based compensation plans; however, it allows the continued use of the intrinsic value method under Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. The Company has elected to continue to use the intrinsic value method and based on this method, did not record any stock-based compensation expense during the three-month periods ended March 31, 2004 and 2003.

The following table illustrates the effect on net loss and net loss per common share if the Company had applied the fair-value recognition provisions of Statement No. 123 to stock-based employee compensation:

Use of estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications—Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation. These reclassifications had no effect on net loss.

Effective February 19, 2004, the Company and all of its wholly owned subsidiaries, as co-borrowers, entered into a new $70,000,000 revolving credit agreement with a bank group that expires February 19, 2007. The facility, which replaced its previous revolving credit facility, provides for seasonal funding needs, capital improvements, letter of credit requirements and other general corporate purposes. Interest is based, at the Company’s option, upon LIBOR plus a margin that varies between 210 and 510 basis points depending on the funded debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio or the base rate (the greater of the prime rate or the federal funds rate plus 0.5%) plus a margin that varies between 37.5 and 237.5 basis points depending on the funded debt to EBITDA ratio. Provisions of the credit facility reduce it to $67,000,000 on November 1, 2004, $64,000,000 on November 1, 2005, and $60,000,000 on November 1, 2006. The terms of the credit facility contain certain covenants including minimum tangible net worth, fixed charge coverage and maximum funded debt to EBITDA. The credit facility is secured by a first priority perfected security interest and lien on all available assets owned by the Company and its subsidiaries. The credit facility also provides that a default by the Company or any of its wholly owned subsidiaries under any other loan agreement would constitute a default under this credit facility. At March 31, 2004, the Company was in compliance with the terms of the facility. Material adverse changes in the Company’s results of operation could impact its ability to maintain financial ratios necessary to satisfy these requirements. There was $35,980,000 outstanding under the facility at March 31, 2004, at a weighted average interest rate of 5.66%. After consideration of stand-by letters of credit outstanding, borrowings of $8,609,000 were available pursuant to the facility at March 31, 2004. Based on operating results to date and expected results for the remainder of the year, the Company expects to be in compliance with the covenants at the quarterly measurement dates through December 31, 2004.

In 1996, the Company’s wholly owned subsidiary, Grand Prix, entered into an agreement (the “SWIDA loan”) with Southwestern Illinois Development Authority (“SWIDA”) to receive the proceeds from the “Taxable Sports Facility Revenue Bonds, Series 1996 (Gateway International Motorsports Corporation Project),” a Municipal Bond Offering, in the aggregate principal amount of $21,500,000, of which $18,488,000 was outstanding at March 31, 2004. SWIDA loaned all of the proceeds from the Municipal Bond Offering to Grand Prix for the purpose of the redevelopment, construction and expansion of Gateway International Raceway (“Gateway”), and the proceeds of the SWIDA loan were irrevocably committed to complete construction of Gateway, to fund interest, to create a debt service reserve fund and to pay for the cost of issuance of the bonds. The repayment terms and debt service reserve requirements of the bonds issued in the Municipal Bond Offering correspond to the terms of the SWIDA loan.

The Company has established certain restricted cash funds to meet debt service as required by the SWIDA loan, which are held by the trustee (BNY Trust Company of Missouri). At March 31, 2004, $1,810,000 of the Company’s cash balance was restricted by the SWIDA loan and is appropriately classified as a non-current asset in the accompanying consolidated balance sheet. The SWIDA loan is secured by a first mortgage lien on all the real property owned and a security interest in all property leased by Gateway. Also, the SWIDA loan is unconditionally guaranteed by Grand Prix. The SWIDA loan bears interest at varying rates ranging from 8.75% to 9.25% with an effective rate of approximately 8.91%. Interest expense related to the SWIDA loan was $428,000 and $444,000 for the three months ended March 31, 2004 and 2003, respectively. The structure of the bonds permits amortization from February 1997 through February 2017 with debt service beginning in 2000 following interest only payments from February 1997 through August 1999. A stand-by letter of credit for $2,502,000, which is secured by a trust deed on the Company’s facilities in Memphis, Tennessee, also was obtained to satisfy debt service reserve fund obligations. In addition, a portion of the property taxes to be paid by Gateway (if any) to the City of Madison Tax Incremental Fund have been pledged to the annual retirement of debt and payment of interest.

The Company maintains a non-contributory tax qualified defined benefit plan. All of DVD’s full time employees are eligible to participate in the pension plan. Benefits provided by the Dover Motorsports, Inc. pension plan are based on years of service and employees’ remuneration over their employment with the Company. Pension costs are funded in accordance with the provisions of the Internal Revenue Code. The Company also maintains a non-qualified, noncontributory defined benefit pension plan for certain employees to restore pension benefits reduced by federal income tax regulations. The cost associated with the plan is determined using the same actuarial methods and assumptions as those used for the Company’s qualified pension plan.

The Company contributed $275,000 to its pension plans during the three months ended March 31, 2004 and expects to contribute a total of approximately $490,000 to its pension plans in 2004.

On April 28, 2004, the Company’s Board of Directors declared a quarterly cash dividend on both classes of common stock of $0.01 per share. The dividend is payable on June 10, 2004 to shareholders of record at the close of business on May 10, 2004.

The Company has a 1996 stock option plan (the “1996 Plan”) which provides for the grant of stock options to its officers and key employees. Under the 1996 Plan, option grants must have an exercise price of not less than 100% of the fair market value of the underlying shares of common stock at the date of the grant. Stock options for 1,429,560 shares of common stock are outstanding under the 1996 Plan as of March 31, 2004. The options have eight-year terms and generally vest equally over a period of six years from the date of grant. The Company’s Board of Directors has frozen the 1996 Plan and no additional option grants may be made under the 1996 Plan. As noted in Part II, Item 4 of this Quarterly Report on Form 10-Q, a 2004 Stock Incentive Plan was recently adopted by the Company’s Board of Directors and approved by the Company’s stockholders at the April 28, 2004 annual meeting of stockholders which provides for the grant of up to 1,500,000 shares of our common stock to our officers and key employees through stock options and/or awards, such as restricted stock awards, valued in whole or in part by reference to our common stock.

During the three months ended March 31, 2004 and 2003, Dover Downs Gaming & Entertainment, Inc. (“Gaming”), a company related through common ownership, allocated costs of $256,000 and $421,000, respectively, to DVD for certain administrative and operations services, including DVD’s use of office space. Additionally, DVD allocated costs of $29,000 to Gaming for the three months ended March 31, 2004. The allocations were based on an analysis of each company’s share of the costs. As of March 31, 2004, DVD’s consolidated balance sheet includes a $3,000 payable to Gaming for the aforementioned costs and for other payments made by Gaming on DVD’s behalf. DVD has since settled the payable in the second quarter of 2004. The net costs incurred by each company for these services are not necessarily indicative of the costs that would have been incurred if the companies had been separate, independent entities and/or had otherwise independently managed these functions; however, management believes that these costs are reasonable.

Use by Gaming of the Company’s 5/8-mile harness racing track is under an easement granted by the Company which does not require the payment of any rent. Under the terms of the easement, Gaming has exclusive use of the harness track during the period beginning November 1 of each year and ending April 30 of the following year, together with set up and tear down rights for the two weeks before and after such period. The harness track is located on property owned by the Company and is on the inside of its one-mile motorsports superspeedway. Gaming’s indoor grandstands are used by the Company at no charge in connection with its motorsports events. The Company also leases its principal executive office space from Gaming. Various easements and agreements relative to access, utilities and parking have also been entered into between the Company and Gaming relative to their respective Dover, Delaware facilities.

In September 1999, the Sports Authority of the County of Wilson (Tennessee) issued $25,900,000 in Variable Rate Tax Exempt Infrastructure Revenue Bonds, Series 1999, of which $25,000,000 was outstanding at March 31, 2004, to acquire, construct and develop certain public infrastructure improvements which benefit the operation of Nashville Superspeedway. Principal payments range from $400,000 in September 2002 to $1,600,000 in 2029 and are payable solely from sales taxes and incremental property taxes generated from the facility. These bonds are direct obligations of the Sports Authority and are therefore not recorded on the accompanying consolidated balance sheet. If the sales taxes and incremental property taxes are insufficient for the payment of principal and interest on the bonds, payments would become the responsibility of the Company. In the event the Company was unable to make the payments, they would be made pursuant to a $25,419,000 irrevocable direct-pay letter of credit issued by several banks.

The Company believes that the sales taxes and incremental property taxes generated from the facility will satisfy the necessary debt service requirements of the bonds. As of March 31, 2004 and December 31, 2003, $1,695,000 and $1,135,000, respectively, was available in the sales and incremental property tax fund maintained by Wilson County to pay the remaining principal and interest due under the bonds. During 2003, $1,593,000 was paid by the Company into the sales and incremental property tax fund and $1,603,000 was deducted from the fund for debt and interest service. If the debt service is not satisfied from the sales and incremental property taxes generated from the facility, the bonds would become a liability of the Company. If we fail to maintain the letter of credit that secures the bonds or we allow an uncured event of default to exist under our reimbursement agreement relative to the letter of credit, the bonds would be immediately redeemable.

The Company is a party to ordinary routine litigation incidental to its business. Management does not believe that the resolution of any of these matters is likely to have a serious adverse effect on our results of operations, financial condition or cash flows.

The following discussion is based upon and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

We generate revenues primarily from admissions to racing events and motorsports activities held at our facilities; television, radio and ancillary rights fees; sponsorship fees; luxury suite rentals; concessions revenue from concession stands, hospitality catering and commissions paid by third-party vendors for the right to sell concessions at our facilities; and sales of souvenirs, programs and vendor commissions from the right to sell souvenirs at our facilities.

Our expenses include prize and point fund monies and sanction fees paid to various sanctioning bodies, including NASCAR, labor, advertising, cost of goods sold for merchandise and souvenirs, and other expenses associated with the promotion of our racing events.

Revenues were $1,160,000 in the first quarter of 2004 as compared to $3,967,000 in the first quarter of 2003. No major motorsports events were held during the first quarter of 2004, whereas the Company promoted the Grand Prix of St. Petersburg event in the first quarter of 2003, which had revenue of $2,947,000. Revenue from the Company’s weekly and other events and track rentals increased 24% over the same period in 2003.

Operating and marketing expenses decreased by $4,145,000, primarily as a result of the Company’s decision not to promote the St. Petersburg event in 2004.

General and administrative expenses increased by $82,000 to $3,693,000 from $3,611,000 in the first quarter of 2003, primarily due to an increase in professional fees, including audit and legal services. General and administrative expenses included $253,000 of costs from offices that have since been closed in St. Petersburg and Denver.

Depreciation and amortization expense decreased by $234,000, primarily due to the reduction in the Company’s depreciable asset base resulting from impairment charges recorded in the fourth quarter of 2003 to write-down the assets used to promote and run the Company’s former Grand Prix of Denver and Grand Prix of St. Petersburg events.

Net interest expense decreased by $109,000, primarily as a result of the decrease in the outstanding borrowings on the Company’s credit facilities in the first quarter of 2004 as compared to the first quarter of 2003.

The Company’s effective income tax rates for the first quarter ended March 31, 2004 and 2003 were 62.0% and 50.0%, respectively. The increase in the effective tax rate from the comparable period in the prior year is principally due to an increase in state income tax expense attributable to valuation allowances established on state net operating losses.

The Company reported a net loss of $3,186,000 in the first quarter of 2004 as compared to $4,993,000 in the first quarter of 2003. The $1,807,000 decrease in net loss resulted primarily from the improvement in operations principally due to the cancellation of the Grand Prix of St. Petersburg event, the increase in revenues from our weekly and other events and track rentals and the increase in the Company’s income tax benefit.

Net cash provided by operating activities was $8,712,000 for the three months ended March 31, 2004 as compared to $12,819,000 for the three months ended March 31, 2003. The decrease in 2004 as compared to 2003 was primarily due to the timing of payments to vendors, the timing of invoicing to and receipts from customers and a decrease in the federal income tax refund received in the first quarter of 2004 as compared to the first quarter of 2003. Offsetting these decreases was a reduction in the net loss before depreciation and amortization from $2,147,000 in the first quarter of 2003 to $696,000 in the first quarter of 2004 and an increase in deferred revenue primarily from greater advance ticket and sponsorship sales to our events at Dover International Speedway as compared to the same period in the prior year.

Net cash provided by investing activities was $824,000 for the three months ended March 31, 2004 as compared to net cash used in investing activities of $56,000 for the three months ended March 31, 2003. The change was primarily due to the reduction in capital expenditures and the decrease in the Company’s restricted cash balance.

Net cash used in financing activities was $8,548,000 for the three months ended March 31, 2004 as compared to $10,982,000 for the three months ended March 31, 2003. Net cash used in 2004 and 2003 primarily related to repayments of borrowings under the Company’s revolving credit agreements and long-term debt. Additionally, the Company paid $400,000 in regular quarterly cash dividends for the three months ended March 31, 2004 as compared to $398,000 for the three months ended March 31, 2003.

The Company has a new $70,000,000 revolving credit agreement that expires February 19, 2007. The facility, which replaced its previous revolving credit facility effective February 19, 2004, provides for seasonal funding needs, capital improvements, letter of credit requirements and other general corporate purposes. Interest is based, at the Company’s option, upon LIBOR plus a margin that varies between 210 and 510 basis points depending on the funded debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio or the base rate (the greater of the prime rate or the federal funds rate plus 0.5%) plus a margin that varies between 37.5 and 237.5 basis points depending on the funded debt to EBITDA ratio. Provisions of the credit facility reduce it to $67,000,000 on November 1, 2004, to $64,000,000 on November 1, 2005, and to $60,000,000 on November 1, 2006. The terms of the credit facility contain certain covenants including minimum tangible net worth, fixed charge coverage and maximum funded debt to EBITDA. The credit facility is secured by a first priority perfected security interest and lien on all available assets owned by the Company and its subsidiaries. The credit facility also provides that a default by the Company or any of its wholly owned subsidiaries under any other loan agreement would constitute a default under this credit facility. At March 31, 2004, the Company was in compliance with the terms of the facility. Material adverse changes

in the Company’s results of operation could impact its ability to maintain financial ratios necessary to satisfy these requirements. There was $35,980,000 outstanding under the facility at March 31, 2004, at a weighted average interest rate of 5.66%. After consideration of stand-by letters of credit outstanding, borrowings of $8,609,000 were available pursuant to the facility at March 31, 2004. Based on operating results to date and expected results for the remainder of the year, the Company expects to be in compliance with the covenants at the quarterly measurement dates through December 31, 2004.

The Company expects to make additional capital expenditures of approximately $4,000,000-$5,000,000 through 2004. These expenditures primarily relate to improvements at our fixed facilities. Additionally, the Company expects to contribute approximately $490,000 to its pension plans in 2004, of which $275,000 was contributed in the first quarter of 2004. The Company expects that its net cash flows from operating activities and funds available from its credit facility will be sufficient to provide for its working capital needs and capital spending requirements at least through 2004, as well as any cash dividends the Board of Directors may declare. The Company expects cash flows from operating activities and funds available from its credit facility to also provide for long-term liquidity.

See NOTE 7 – Related Party Transactions of the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

The Company’s wholly owned subsidiary, Grand Prix, entered into an agreement (the “SWIDA loan”) with Southwestern Illinois Development Authority (“SWIDA”) to receive the proceeds from the “Taxable Sports Facility Revenue Bonds, Series 1996 (Gateway International Motorsports Corporation Project),” a Municipal Bond Offering, in the aggregate principal amount of $21,500,000, of which $18,488,000 was outstanding at March 31, 2004. SWIDA loaned all of the proceeds from the Municipal Bond Offering to Grand Prix for the purpose of the redevelopment, construction and expansion of Gateway International Raceway (“Gateway”), and the proceeds of the SWIDA loan were irrevocably committed to complete construction of Gateway, to fund interest, to create a debt service reserve fund

and to pay for the cost of issuance of the bonds. The repayment terms and debt service reserve requirements of the bonds issued in the Municipal Bond Offering correspond to the terms of the SWIDA loan.

The accounting policies described below are those the Company considers critical in preparing its consolidated financial statements. These policies include significant estimates made by management using information available at the time the estimates are made. However, as described below, these estimates could change materially if different information or assumptions were used. The descriptions below are summarized and have been simplified for clarity.

The Company has made acquisitions in the past that included goodwill. Goodwill is not amortized but is subject to an annual (or under certain circumstances more frequent) impairment test based on its estimated fair value. Estimated fair value is typically less than values based on undiscounted operating earnings because fair value estimates include a discount factor in valuing future cash flows.

The Company completed its 2003 annual assessment of goodwill in November 2003 which resulted in the impairment of $13,362,000 of additional goodwill. Additional impairment losses could be recorded in the future. There are many assumptions and estimates underlying the determination of this impairment loss. Another estimate using different, but still reasonable, assumptions could produce a significantly different result. At March 31, 2004, the remaining balance of goodwill is $8,521,000. Since the majority of our goodwill is associated with Grand Prix, which promotes a CART-sanctioned event, any material adverse events impacting CART could cause additional impairment losses to be recorded in the future.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. Currently, the Company maintains a valuation allowance, which increased $209,000 in the first quarter of 2004, on deferred tax assets related to certain state net operating loss carry-forwards. The Company has considered ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. In the event the Company were to determine that it would be able to realize all or a portion of these deferred tax assets, an adjustment to the deferred tax asset would increase earnings in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or a portion of its remaining deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to earnings in the period such determination was made.

The benefits provided by the Company’s defined benefit pension plans are based on years of service and employee’s remuneration over their employment with the Company. The Company establishes accrued pension costs in accordance with the provisions of FASB Statement No. 87, Employers’ Accounting for Pensions. Accrued pension costs are developed using actuarial principles and assumptions which consider a number of factors, including estimates for the discount rate, assumed rate of compensation increase and expected long-term rate of return on assets. Changes in these estimates would impact the amounts that the Company records in its consolidated financial statements.

The Company provides for losses on accounts receivable based upon their current status, historical experience and management’s evaluation of existing economic conditions. Significant changes in customer profitability or general economic conditions may have a significant effect on the Company’s allowance for doubtful accounts.

Property and equipment are recorded at cost. Depreciation is provided for financial reporting purposes using the straight-line method over estimated useful lives ranging from 5 to 10 years for furniture, fixtures and equipment and up to 40 years for facilities. These estimates require assumptions that are believed to be reasonable. Long-lived assets are evaluated for impairment when an event occurs that indicates an impairment may exist.

In addition to historical information, this Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, relating to our financial condition, profitability, liquidity, resources, business outlook, proposed acquisitions, market forces, corporate strategies, consumer preferences, contractual commitments, legal matters, capital requirements and other matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. To comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results and experience to differ substantially from the anticipated results or other expectations expressed in our forward-looking statements. When words and expressions such as: “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,” “aims,” “projects,” “forecasts,” “possible,” “seeks,” “may,” “could,” “should,” “might,” “likely,” “enable” or similar words or expressions are used in this document, as well as statements containing phrases such as “in our view,” “there can be no assurance,” “although no assurance can be given” or “there is no way to anticipate with certainty,” forward-looking statements are being made.

Various risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to differ materially from those set forth in our forward-looking statements, including the following factors:

We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events or conditions. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ significantly from those forecast in any forward-looking statements. Given these risks and uncertainties, stockholders should not overly rely or attach undue weight to our forward-looking statements as an indication of our actual future results.

Our Relationships With and the Success of Various Sanctioning Bodies Is Vital To Our Success In Motorsports

Our continued success in motorsports is dependent upon the success of various governing bodies of motorsports that sanction national racing events and our ability to maintain a good working relationship with these sanctioning bodies, including NASCAR, IRL, CART and NHRA. Sanctioning bodies regularly issue and award sanctioned events and their issuance depends, in large part, on maintaining good working relationships with the sanctioning bodies. Many events are sanctioned on an annual basis with no obligation to renew, including our agreements with NASCAR. By awarding a sanctioned event or a series of sanctioned events, the sanctioning bodies do not warrant, nor are they responsible for, the financial success of any sanctioned event. Our inability to obtain additional sanctioned events in the future and to maintain sanction agreements at current levels would likely result in lower than anticipated revenues from admissions, sponsorships, hospitality, concessions and merchandise, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the success of a particular sanctioning body in attracting drivers and teams, signing series sponsors and negotiating favorable television and/or radio broadcast rights is largely outside of our control. As our success depends on the success of each event or series that we are promoting, a material adverse effect on a sanctioning body, such as the loss or defection of top drivers, the loss of significant series sponsors, or the failure to obtain broadcast coverage or to properly advertise the event or series could result in a reduction in our revenues from admissions, sponsorships, hospitality, concessions and merchandise, which could have a material adverse effect on our business, financial condition and results of operations.

During 2003, the Company’s operating results and cash flows were negatively impacted by the uncertainties surrounding CART. CART filed for bankruptcy in 2003 and in early 2004, various assets of CART were transferred to OWRS, including our sanction agreement with CART relative to the Grand Prix of Long Beach event. OWRS is a newly formed private entity and its ability to successfully continue the Champ Car series cannot be predicted at this time.

We receive a substantial portion of our annual revenues from sponsorship agreements, including the sponsorship of our various events and our permanent venues, such as “title,” “official product” and “promotional partner” sponsorships, billboards, signage and skyboxes. Loss of our title sponsors or other major sponsorship agreements or failure to secure such sponsorship agreements in the future could have a material adverse effect on our business, financial condition and results of operations.

Our Motorsports Events Face Intense Competition For Attendance, Television Viewership And Sponsorship

We compete with other auto speedways for the patronage of motor racing spectators as well as for promotions and sponsorships. Moreover, racing events sanctioned by different organizations are often held on the same dates at different tracks. The quality of the competition, type of racing event, caliber of the event, sight lines, ticket pricing, location and customer conveniences, among other things, distinguish the motorsports facilities. In addition, all of our events compete with other sports and recreational events scheduled on the same dates. As a result, our revenues and operations are affected not only by our ability to compete in the motorsports promotion market, but also by the availability of alternative spectator sports events, forms of entertainment and changing consumer preferences.

Our Long Beach Event Depends On City Permits And Good Relationships With City Officials

In order to conduct the Grand Prix of Long Beach, we must obtain an annual permit from the City of Long Beach to hold the race on city streets. Although Grand Prix has operated a racing event on the streets of Long Beach for thirty years, there can be no assurance that this event will continue to be held or be successful. Our ability to conduct the Grand Prix of Long Beach requires that we maintain excellent relationships with the host city and its officials.

Grand Prix’s Ability To Meet Payment Obligations Under A Loan Agreement With An Illinois Government Agency Depends On Revenues From Gateway

In order to finance the redevelopment of Gateway International Raceway, Grand Prix entered into a loan agreement with the Southwest Illinois Development Authority, which agreed to fund a loan to Grand Prix by issuing municipal bonds in the aggregate principal amount of $21,500,000. The bonds are unconditionally guaranteed by Grand Prix. Grand Prix issued a 20-year $21,500,000 promissory note to SWIDA which bears interest at an effective rate of approximately 8.91% per annum. Payments on the SWIDA loan are intended to be made primarily from the revenues from the operations of Gateway. Although Grand Prix is current on its obligation and expects to meet its future debt payment obligations out of the revenues from Gateway, and although Grand Prix will receive certain assistance from the City of Madison, Illinois in the form of a tax increment finance fund which should assist it in meeting its debt burdens, there can be no assurance that earnings from the future operations of Gateway will be sufficient to meet Grand Prix’s debt service obligations. A default under the SWIDA loan could have a material adverse effect on our business, financial condition and results of operations.

The Sales Tax And Property Tax Revenues To Service The Revenue Bonds For Infrastructure Improvements At Nashville May Be Inadequate

In September 1999, the Sports Authority of the County of Wilson (Tennessee) issued $25,900,000 in revenue bonds, of which $25,000,000 was outstanding on March 31, 2004, to build local infrastructure improvements which benefit the operation of Nashville Superspeedway. Debt service on the bonds is payable solely from sales taxes and incremental property taxes generated from the facility. As of March 31, 2004 and December 31, 2003, $1,695,000 and $1,135,000, respectively, was available in the sales and incremental property tax fund maintained by Wilson County to pay the remaining principal and interest due under the bonds. During 2003, $1,593,000 was paid by the Company into the sales and incremental property tax fund and $1,603,000 was deducted from the fund for debt and interest service. These bonds are direct obligations of the Sports Authority and are therefore not recorded on our consolidated balance sheet. In the event the sales taxes and incremental property taxes are insufficient to cover the payment of principal and interest on the bonds, payments would become the responsibility of the Company. In the event the Company was unable to make the payments, they would be made under a $25,419,000 irrevocable direct-pay letter of credit issued by several banks pursuant to a reimbursement and security agreement under which we

have agreed to reimburse the banks for drawings made under the letter of credit. Such an event could have a material adverse effect on our business, financial condition and results of operations.

The Seasonality Of Our Motorsports Events Increases The Variability Of Quarterly Earnings

Our business has been, and is expected to remain, seasonal given that it depends on our outdoor events for a substantial portion of revenues. We derive a substantial portion of our motorsports revenues from admissions and event-related revenue attributable to six NASCAR-sanctioned events at Dover, Delaware which are currently held in June and September. This has been offset to some degree by our other motorsports events, but quarterly earnings will vary.

We maintain insurance policies that provide coverage within limits that are sufficient, in the opinion of management, to protect us from material financial loss incurred in the ordinary course of business. We also purchase special event insurance for motorsports events to protect against race-related liability. However, there can be no assurance that this insurance will be adequate at all times and in all circumstances. If we are held liable for damages beyond the scope of our insurance coverage, including punitive damages, our business, financial condition and results of operations could be materially and adversely affected.

We sponsor and promote outdoor motorsports events. Weather conditions affect sales of tickets, concessions and souvenirs, among other things at these events. Although we sell many tickets well in advance of the outdoor events and these tickets are issued on a non-refundable basis, poor weather conditions may adversely affect additional ticket sales and concessions and souvenir sales, which could have an adverse effect on our business, financial condition and results of operations.

We do not currently maintain weather-related insurance for major events. Due to the importance of clear visibility and safe driving conditions to motorsports racing events, outdoor racing events may be significantly affected by weather patterns and seasonal weather changes. Any unanticipated weather changes could impact our ability to stage events. This could have a material adverse effect on our business, financial condition and results of operations.

Postponement And/Or Cancellation Of Major Motorsports Events Could Adversely Affect Us

If one of our events is postponed because of weather or other reasons such as, for example, the general postponement of all major sporting events in this country following the September 11, 2001, terrorism attacks, we could incur increased expenses associated with conducting the rescheduled event, as well as possible decreased revenues from tickets, food, drinks and merchandise at the rescheduled event. If such an event is cancelled, we could incur the expenses associated with preparing to conduct the event as well as losing the revenues, including live broadcast revenues associated with the event.

If a cancelled event is part of the NASCAR NEXTEL Cup Series or NASCAR Busch Series, we could experience a reduction in the amount of money received from television revenues for all of our NASCAR-sanctioned events in the series that experienced the cancellation. This would occur if, as a result of the cancellation, and without regard to whether the cancelled event was scheduled for one of our facilities, NASCAR experienced a reduction in television revenues greater than the amount scheduled to be paid to the promoter of the cancelled event.

Our Goodwill May Become Further Impaired In The Future And Require A Write Down To Comply With Accounting Standards

In June 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible Assets. Statement No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually in accordance with the provisions of Statement No. 142. We adopted the provisions of Statement No. 142 effective January 1, 2002 and as a result recorded a non-cash charge of $28,606,000 associated with the goodwill of Grand Prix as a cumulative effect of accounting change in 2002. Additionally, the Company completed its 2003 annual assessment of goodwill in November 2003 which resulted in the impairment of $13,362,000 of additional goodwill. Even after these charges, $8,521,000, or 3.3%, of our total assets as of March 31, 2004, consists of goodwill. If in the future the application of the test for impairment of goodwill results in a reduction in the carrying value of the goodwill, we will be required to record the amount of the reduction in goodwill as a non-cash charge against operating earnings which would also reduce our stockholders’ equity.

The Company does not utilize financial instruments for trading purposes and holds no derivative financial instruments which could expose it to market risk. The carrying values of DVD’s long-term debt approximates its fair value at March 31, 2004. DVD is exposed to market risks related to fluctuations in interest rates for its variable rate borrowings of $35,980,000 at March 31, 2004 under its revolving credit facility. A change in interest rates of one percent on the balance outstanding at March 31, 2004 would cause a change in total annual interest costs of $360,000.

In September 1999, the Sports Authority of the County of Wilson (Tennessee) issued $25,900,000 in revenue bonds, of which $25,000,000 was outstanding at March 31, 2004. These bonds are direct obligations of the Sports Authority and are therefore not recorded on the Company’s consolidated balance sheet; however, DVD is exposed to market risks related to fluctuations in interest rates for these bonds. A significant change in interest rates could result in the Company being responsible for debt service payments not covered by the sales and incremental property taxes generated from the facility.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that material information relating to the Company required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In designing and evaluating the disclosure controls and procedures, the Company’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures. The Company currently is in the process of further reviewing and documenting its disclosure controls and procedures, and its internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

There were no changes in our internal control over financial reporting during the first quarter of fiscal year 2004 that have materially affected, or that are reasonably likely to materially affect our internal controls over financial reporting.

At the Annual Meeting of Stockholders held on April 28, 2004, Melvin L. Joseph, John W. Rollins, Jr. and Eugene W. Weaver were re-elected as directors by the Company’s stockholders. Directors whose terms of office continued after the meeting were Patrick J. Bagley, Kenneth K. Chalmers, Denis McGlynn, Jeffrey W. Rollins, R. Randall Rollins and Henry B. Tippie.

The Company’s stockholders also voted to approve our 2004 Stock Incentive Plan that provides for the grant of up to 1,500,000 shares of our common stock to our officers and key employees through stock options and/or awards, such as restricted stock awards, valued in whole or in part by reference to our common stock.

The Company furnished a Form 8-K on January 29, 2004 announcing that it had issued a press release on the same date regarding its fourth quarter and year-end 2003 financial results.

The Company filed a Form 8-K on March 5, 2004 announcing that its wholly owned subsidiary, Grand Prix, reached an agreement with Centrix Financial, LLC (“Centrix”) to assign its rights relative to the organization and promotion of the Grand Prix of the Denver event to Centrix subject to certain conditions and approvals.

The Company filed a Form 8-K on March 22, 2004 announcing that the previously announced agreement between its wholly owned subsidiary, Grand Prix, and Centrix to transfer to Centrix certain assets and rights that Grand Prix has relative to the organization and promotion of the Grand Prix of Denver was terminated by Centrix.

The Company filed a Form 8-K on March 26, 2004 announcing that its wholly owned subsidiary, Grand Prix, has reached an agreement with OWRS to transfer to OWRS certain assets and rights that Grand Prix has relative to the organization and promotion of the Grand Prix of Denver, subject to certain conditions and approvals.

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, thereunto duly authorized.

Dover Motorsports, Inc.

Registrant

/s/ Denis McGlynn

Denis McGlynn

President and Chief Executive Officer

and Director

/s/ Patrick J. Bagley

Patrick J. Bagley

Senior Vice President-Finance

and Chief Financial Officer


Delaware		51-0357525
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)


		Common Stock -		16,617,898 shares
		Class A Common Stock -		23,376,185 shares


	Three Months Ended March 31,
	2004			2003
Revenues	$	1,160		$	3,967

Expenses:
Operating and marketing		2,325			6,470
General and administrative		3,693			3,611
Depreciation and amortization		2,392			2,626

		8,410			12,707

Operating loss		(7,250	)		(8,740	)

Interest income		2			3
Interest expense		(1,139	)		(1,249	)

Loss before income tax benefit		(8,387	)		(9,986	)

Income tax benefit		5,201			4,993

Net loss	$	(3,186	)	$	(4,993	)

Net loss per common share:
Basic	$	(0.08	)	$	(0.13	)

Diluted	$	(0.08	)	$	(0.13	)


	March 31, 2004			December 31, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	4,336		$	3,348
Accounts receivable		10,000			2,643
Inventories		343			259
Prepaid expenses and other		4,954			1,691
Receivable from Dover Downs Gaming & Entertainment, Inc.		—			96
Income taxes receivable		363			5,819
Deferred income taxes		337			548

Total current assets		20,333			14,404

Property and equipment, net		228,031			229,603
Restricted cash		1,810			3,433
Other assets, net		1,563			1,434
Deferred income taxes		90			90
Goodwill		8,521			8,521

Total assets	$	260,348		$	257,485

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,798		$	3,333
Accrued liabilities		3,377			4,587
Payable to Dover Downs Gaming & Entertainment, Inc.		3			—
Current portion of long-term debt		805			745
Deferred revenue		32,396			11,304

Total current liabilities		39,379			19,969
Notes payable to banks		35,980			43,045
Long-term debt		17,683			18,487
Other liabilities		64			85
Deferred income taxes		33,456			38,527

Commitments and contingencies (see Notes to the Consolidated Financial Statements)

Stockholders’ equity:
Preferred stock, $0.10 par value; 1,000,000 shares authorized; issued and outstanding: none		—			—
Common stock, $0.10 par value; 75,000,000 shares authorized; issued and outstanding: March 31, 2004-16,617,898 shares; December 31, 2003-16,557,898 shares		1,662			1,656
Class A common stock, $0.10 par value; 55,000,000 shares authorized; issued and outstanding: March 31, 2004-23,376,185 shares; December 31, 2003-23,436,185 shares		2,338			2,344
Additional paid-in capital		127,783			127,783
Retained earnings		2,413			5,999
Accumulated other comprehensive loss		(410	)		(410	)

Total stockholders’ equity		133,786			137,372

Total liabilities and stockholders’ equity	$	260,348		$	257,485


	Three Months Ended March 31,
	2004			2003
Operating activities:
Net loss	$	(3,186	)	$	(4,993	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		2,392			2,626
Amortization and write-off of credit facility fees		98			220
Deferred income taxes		(4,840	)		873
Changes in assets and liabilities:
Accounts receivable		(7,357	)		(6,294	)
Inventories		(84	)		(203	)
Prepaid expenses and other		(3,193	)		(567	)
Income taxes receivable		5,436			521
Accounts payable		(535	)		1,975
Accrued liabilities		(1,210	)		(1,186	)
Payable to/receivable from Dover Downs Gaming & Entertainment, Inc.		99			697
Deferred revenue		21,092			19,150

Net cash provided by operating activities		8,712			12,819

Investing activities:
Capital expenditures		(799	)		(1,823	)
Restricted cash		1,623			1,767

Net cash provided by (used in) investing activities		824			(56	)

Financing activities:
Borrowings from revolving debt agreement		4,420			5,950
Repayments on revolving debt agreement		(11,485	)		(15,695	)
Repayments of long-term debt		(744	)		(684	)
Proceeds from stock options exercised		—			90
Other liabilities		(21	)		—
Credit facility origination and amendment fees		(318	)		(245	)
Dividends paid		(400	)		(398	)

Net cash used in financing activities		(8,548	)		(10,982	)

Net increase in cash and cash equivalents		988			1,781
Cash and cash equivalents, beginning of period		3,348			1,485

Cash and cash equivalents, end of period	$	4,336		$	3,266

Supplemental information:
Interest paid	$	1,399		$	1,581

Income taxes paid, net of (refunds)	$	(5,797	)	$	(7,075	)


	March 31, 2004			December 31, 2003
Notes payable to banks	$	35,980,000		$	43,045,000
SWIDA bonds		18,488,000			19,232,000

		54,468,000			62,277,000
Less current portion		(805,000	)		(745,000	)

	$	53,663,000		$	61,532,000


	Three months ended March 31,
	2004			2003
Service cost	$	61,000		$	57,000
Interest cost		60,000			53,000
Expected return on plan assets		(61,000	)		(43,000	)
Recognized net actuarial loss		20,000			22,000
Net amortization		6,000			6,000

	$	86,000		$	95,000


	Common Stock		Class A Common Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss
Balance at December 31, 2003	$	1,656,000	$	2,344,000		$	127,783,000	$	5,999,000		$	(410,000	)
Net loss		—		—			—		(3,186,000	)		—
Dividends paid, $0.01 per share		—		—			—		(400,000	)		—
Conversion of Class A common stock to common stock		6,000		(6,000	)		—		—			—

Balance at March 31, 2004	$	1,662,000	$	2,338,000		$	127,783,000	$	2,413,000		$	(410,000	)


	Votes For	Votes Against	Votes Abstained	Shares Not Voted
Election of Melvin L. Joseph	249,310,193	—	66,428	1,003,127
Election of John W. Rollins, Jr.	249,318,223	—	58,398	1,003,127
Election of Eugene W. Weaver	249,339,382	—	37,239	1,003,127
Approval of 2004 Stock Incentive Plan	242,978,399	1,618,399	32,345	5,750,605