United States

Nine Months Ended

September 30,

Operating activities:

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-11929

Dover Motorsports, Inc.

(Exact name of registrant as specified in its charter)

Delaware	51-0357525
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1131 North DuPont Highway, Dover, Delaware 19901

(Address of principal executive offices)

(302) 883-6500

(Registrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol		Name of each exchange on which registered
Common Stock, $.10 Par Value		DVD		New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 29, 2021, the number of shares of each class of the registrant’s common stock outstanding is as follows:

	Common Stock -		17,913,616 shares
	Class A Common Stock -		18,509,975 shares

Part I – Financial Information

Item 1. Financial Statements

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE (LOSS) INCOME

In Thousands, Except Per Share Amounts

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenues:
Admissions	$	—	$	—	$	5,786	$	—
Event-related		1,238		2,394		8,435		2,708
Broadcasting		—		35,646		37,039		35,646
Other		—		4		31		4
		1,238		38,044		51,291		38,358

Expenses:
Operating and marketing		839		22,425		31,840		24,225
General and administrative		2,040		1,878		6,498		5,742
Depreciation		942		756		2,514		2,289
Costs to remove long-lived assets		—		—		—		341
		3,821		25,059		40,852		32,597

Gain on sale of land		—		4,843		8,510		4,843

Operating (loss) earnings		(2,583)		17,828		18,949		10,604

Interest expense, net		(14)		(21)		(46)		(34)
Benefit for contingent obligation		7		128		541		112
Other income, net		77		90		357		115

(Loss) earnings before income taxes		(2,513)		18,025		19,801		10,797

Income tax benefit (expense)		648		(4,835)		(5,123)		(1,436)

Net (loss) earnings		(1,865)		13,190		14,678		9,361

Change in net actuarial loss and prior service cost, net of income taxes		31		29		73		87

Comprehensive (loss) income	$	(1,834)	$	13,219	$	14,751	$	9,448

Net (loss) earnings per common share:
Basic	$	(0.05)	$	0.36	$	0.40	$	0.26
Diluted	$	(0.05)	$	0.36	$	0.40	$	0.26

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

DOVER MOTORSPORTS, INC.

CONSOLIDATED BALANCE SHEETS

In Thousands, Except Share and Per Share Amounts

(Unaudited)


	September 30,		December 31,
	2021		2020
ASSETS
Current assets:
Cash	$	23,683	$	12,568
Accounts receivable		1,663		601
Inventories		24		18
Prepaid expenses and other		1,057		1,557
Income taxes receivable		—		24
Assets held for sale		—		5,844
Total current assets		26,427		20,612

Property and equipment, net		70,818		63,075
Right of use asset		156		112
Deferred income taxes		1,256		2,425
Other assets		1,469		1,322
Total assets	$	100,126	$	87,546

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	137	$	570
Accrued liabilities		3,288		3,463
Income taxes payable		1,293		—
Contract liabilities		711		1,395
Non-refundable deposit		—		500
Total current liabilities		5,429		5,928

Liability for pension benefits		496		871
Lease liability		79		33
Provision for contingent obligation		2,677		3,218
Deferred income taxes		9,034		8,469
Total liabilities		17,715		18,519

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

Stockholders’ equity:
Preferred stock, $0.10 par value; 1,000,000 shares authorized; shares issued and outstanding: none		—		—
Common stock, $0.10 par value; 75,000,000 shares authorized; shares issued and outstanding: 17,913,616 and 17,862,407, respectively		1,791		1,786
Class A common stock, $0.10 par value; 55,000,000 shares authorized; shares issued and outstanding: 18,509,975 and 18,509,975, respectively		1,851		1,851
Additional paid-in capital		101,293		101,207
Accumulated deficit		(18,812)		(32,032)
Accumulated other comprehensive loss		(3,712)		(3,785)
Total stockholders’ equity		82,411		69,027
Total liabilities and stockholders’ equity	$	100,126	$	87,546

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

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands

(Unaudited)

SEC Form 10-Q filed by Dover Motorsports, Inc.