Part I

References in this document to “we,” “us” and “our” mean Dover Motorsports, Inc. and/or its wholly owned subsidiaries, as appropriate.

Item 1.Business

Dover Motorsports, Inc. is a public holding company that is a leading marketer and promoter of motorsports entertainment in the United States. Through our subsidiaries, we own and operate Dover International Speedway^® in Dover, Delaware and Nashville Superspeedway^® near Nashville, Tennessee. Our Dover facility promotedwas scheduled to promote the following six events during 2018,2020, all of which were under the auspices of the premier sanctioning body in motorsports - the National Association for Stock Car Auto Racing (“NASCAR”):

·                  2 Monster Energy

Due to the impacts of the COVID-19 pandemic, our May NASCAR weekend was postponed and the three events originally scheduled for that weekend were held in combination with our already scheduled August NASCAR weekend events. On July 25, 2020, Delaware state officials notified us that due to public safety and health concerns, they would not approve our request to host a limited number of fans at our August NASCAR weekend. As a result, all of our 2020 events were held with no fans in attendance during the third quarter of 2020.

In contrast, in 2019 and 2018 we held six events, all with fans in attendance. A NASCAR Cup Series events (Mayevent, a NASCAR Xfinity Series event and October);

·                  2a NASCAR XFINITY Series events (May and October);

·                  1 NASCAR Camping WorldGander RV & Outdoors Truck Series event (May);were held at Dover International Speedway during the second quarter of 2019 and

·                  1 2018. A NASCAR K&N ProCup Series event, a NASCAR Xfinity Series event and a NASCAR ARCA Menards Series East event (October).were held at Dover International Speedway during the fourth quarter of 2019 and 2018.

In 2019, we celebrate our 50th anniversary of NASCAR racing and2021, we are scheduled to once again promote these six events, with three events at Dover International Speedway together with many special fan amenitiesin May and three events at Nashville Superspeedway in June. We have not promoted a major motorsports event at our Nashville Superspeedway since 2011. On June 3, 2020, we announced that we would be moving one of our NASCAR Cup Series events historically held at Dover International Speedway to mark this historic milestone.Nashville Superspeedway beginning in 2021. We entered into a four-year sanction agreement to promote a NASCAR Cup Series event in Nashville for the 2021 to 2024 racing seasons. We also entered into a one-year sanction agreement to promote a NASCAR Cup Series event at Dover International Speedway for the 2021 season. Total revenues from these eventsevent weekends were approximately 96%, 96% and 97%98% of total revenues in 2018, 20172020, and 2016, respectively.approximately 96% in 2019 and 2018.

The 2020 global outbreak of COVID-19 was declared a pandemic by the World Health Organization on March 11, 2020 and has resulted in travel restrictions, business closures, government-imposed stay-at-home orders and the implementation of “social distancing,” limitations on the size of gatherings, cancellations of events and certain other measures to prevent the further spread of the virus. The continued spread of COVID-19 has also led to unprecedented global economic disruption and volatility in financial markets, a rise in unemployment levels, decreases in consumer confidence levels and spending, and an overall worsening of U.S. economic conditions. It remains highly uncertain how long the pandemic and the resulting economic challenges and restrictions on day-to-day life will last. New or renewed restrictions may be implemented in response to the virus spread rate in the United States and evolving conditions, including overall uncertainty about the timing of widespread availability of vaccines. For those reasons, we are unable to predict the long-term impact of the pandemic on our business at this time. The extent to which COVID-19 impacts our results will depend on future developments, but the continued spread of COVID-19 and associated economic impacts could have a material adverse effect on our future financial condition, liquidity, results of operations and cash flows. In particular, if restrictions related to COVID-19 limit our ability to host fans at our scheduled 2021 events, our admissions and event-related revenues will be adversely impacted.

We have hosted the Firefly Music Festival (“Firefly”) on our property in Dover, Delaware for seveneight consecutive years and it iswas scheduled to return on June 21-23, 2019.18-21, 2020. Due to the COVID-19 pandemic, the 2020 event was cancelled. The inaugural three day festival with 40 musical acts was held in July 2012 and the 20182019 event was held onin June 14-17, 20182019 with approximately 120 musical acts. In September 2014, Red Frog Events LLC formed RFGV Festivals LLC - a joint venture withThe promoter of the Firefly event is Goldenvoice, that promotes Firefly.  Goldenvoice is a company of AEG Presents, LLC, a subsidiary of Anschutz Entertainment Group, Inc.  AEG Presents is one of the world’s largest presenters of live music and entertainment events, announced on July 18, 2018 that it had acquired the remainder of RFGV Festivals LLC from Red Frog.events. Our amended agreement with RFGV Festivals grants them two 5 year5-year options to extend our facility rental agreement through 2032 in exchange for a rental commitment to secure our property.  In addition to the facility rental fee, we also receive a percentage of the concession sales we manage at the events. There has been no decision yet regarding whether Firefly will be held in 2021. If Firefly is not held in 2021, due to government-imposed restrictions related to the COVID-19 pandemic or other reasons, our business will be adversely affected.

We generate revenues primarily from the following sources:

·                  rights fees obtained for television and radio broadcasts of our events;

·                  ticket sales;

·                  sponsorship payments;

·                  luxury suite rentals;

·                  hospitality tent rentals and catering;

·                  concessions and vendor commissions for the right to sell concessions and souvenirs at our facilities;

·                  expo space rentals; and

·                  track and facility rentals and other event-related revenues.

We began our motorsports operations in 1969 in Dover, Delaware. Our predecessor, Dover Downs, Inc., was also engaged in harness horse racing operations and later ran our other gaming operations. As a result of several restructurings, our operations were segregated into two main operating subsidiaries - Dover International Speedway, Inc., incorporated in 1994, encompassed our motorsports operations, and Dover Downs, Inc., incorporated in 1967, conducted our gaming operations.

Effective March 31, 2002, we spun-off our gaming business which was then owned by our subsidiary, Dover Downs Gaming & Entertainment, Inc. (“Gaming”).  On a tax-free basis, we made a pro rata distribution of all of the capital stock of Gaming to our stockholders.  Our continuing operations subsequent to the spin-off consist solely of our motorsports activities and property rentals.

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Nashville Superspeedway no longer promotes motorsports events and has not entered into sanction agreements with NASCAR since 2011.  We lease the facility on a short term basis to third parties from time to time.On August 17, 2017, we entered into an agreement with an entity owned by Panattoni Development Company (the “buyer”) relative to the sale of approximately 147 acres of land at a purchase price of $35,000 per acre. On March 2, 2018, we closed on the sale of the property with proceeds, less closing costs, of $4,945,000. Net proceeds after taxes were approximately $4,150,000.$4,150,000 resulting in a gain of $2,512,000. On September 1, 2017, we also awarded to the purchaserbuyer a three year option for 88.03approximately 88 additional acres at a purchase price of $55,000 per acre. OnThat option agreement has been amended twice since: first, on February 9, 2018, we amended the option agreement to extend its term and to add additional acreage; and second, on June 25, 2019, in connection with the buyer’s exercise of its option on two parcels, we adjusted the acreage and further extended the term of the option on a third parcel.  The buyer paid to us $500,000 for the extension of this option until March 1, 2022, and this non-refundable payment would be credited to the option.purchase price at the closing of that option parcel. On July 26, 2019, the buyer closed on the sale of the first two parcels, comprising approximately 133 acres, which yielded to us proceeds, less closing costs, of $6,397,000.  Net proceeds after taxes were approximately $5,314,000 resulting in a gain of $4,186,000. On July 29, 2020, the buyer closed on the sale of the third parcel of approximately 97 acres at our Nashville property. Proceeds from the sale, less closing costs, were $6,460,000. Net proceeds after taxes were approximately $5,290,000 resulting in a gain of $4,843,000. The buyer’s deposit previously paid to us was credited to the purchase price. In November 2020, we entered into an agreement to sell an additional 350 acres of land at our Nashville facility for $14,355,000. The buyer paid us $500,000, which is non-refundable except in the event of a default by us that is not cured within the applicable cure period, and which would be credited to the purchase price at the closing of the sale of that parcel. The transaction is expected to be consummated on or before May 31, 2021. Assuming this option is for three years beginning March 1, 2018.  An additional 86.45 acres were added to the option at a purchase price of $66,685 per acre and an additional 50.51 acres were added at a purchase price of $35,000 per acre.  The option may only be exercised, for all of the 224.99 acres at one time for a total purchase price of $12,374,000.  While management remains committed to selling the remaining Nashville Superspeedway property will consist of approximately 650 acres. None of the acreage sold or under agreement extends to the land on which consistsour superspeedway is sited.

On February 28, 2019, we entered into an agreement to sell 7.63 acres of over 1,000 acres,land at our Nashville facility for proceeds, less closing costs, of $267,000. The sale closed in the first quarter of 2019 and resulted in a gain of $139,000, which we do not believe it is probable that the remaining property will be sold within the next twelve months.  At December 31, 2018, $23,567,000 washave reported as long term assetsgain on sale of land in our consolidated balance sheets.  At December 31, 2017, $2,455,000 representing 147 acresstatement of the total Nashville Superspeedway property was reported as assets held for saleearnings and $23,545,000 was reported as long term assets in our consolidated balance sheets.comprehensive income.

InDuring September 2018, we entered into negotiations to sell athe last remaining parcel of land we ownowned near St. Louis. The sale resulted in a loss of $99,000, which we reported as loss on sale of land in our consolidated statement of earnings and comprehensive income. The sale closed in Januarythe first quarter of 2019 with proceeds, less closing costs, of $531,000.  As a result, we recorded a loss of $99,000 on sale of land in our consolidated statements of earnings for 2018.  At December 31, 2018, $531,000 representing the fair value of the land is reported as assets held for sale in our consolidated balance sheets.

Dover International Speedway

We have promoted NASCAR-sanctioned racing events for 5052 consecutive years at Dover International Speedway and currently promotefor many years have promoted six NASCAR-sanctioned events at the facility annually. Two races are in the Monster Energy NASCAR Cup Series professional stock car racing circuit, two races are in the NASCAR XFINITYXfinity Series racing circuit, one race is in the NASCAR Camping WorldGander RV & Outdoors Truck Series racing circuit, and one race is in the NASCAR K&N ProARCA Menards Series East racing circuit. Prior to 2017, the NASCAR Cup Series was sponsored by Sprint.

Each of the NASCAR XFINITYXfinity Series events, the Camping WorldGander RV & Outdoors Truck Series event and the K&N ProARCA Menards Series East event at Dover International Speedway are conducted on the days before a Monster Energy NASCAR Cup Series event.  Dover International Speedway is one of only eight speedways in North America that presents two Monster Energy NASCAR Cup Series events and two NASCAR XFINITY Series events each year.  Additionally, it is one of only nine tracks to host three major NASCAR events at one facility on the same weekend.  The spring and fall event dates have historically allowed Dover International Speedway to hold the first and last Monster Energy NASCAR Cup Series events in the Maryland to Maine region each year.  Our fall event was the fourth of ten races in the “Monster Energy NASCAR Cup Series Playoff,” an elimination format which determines the NASCAR Cup Series champion for the racing season.  Starting in 2018, the XFINITY Series and the Camping World Truck Series also moved to a playoff format.  Our fall XFINITY Series event was the third of seven races in the “NASCAR XFINITY Series Playoff.”

Dover International Speedway, widely known as the “Monster Mile^®,” is a high-banked, one-mile, concrete superspeedway with permanent grandstand seating, after our current seating capacity adjustments, of approximately 85,000.54,000. Unlike some superspeedways, substantially all grandstand and skybox seats offer an unobstructed view of the entire track. The concrete racing surface makesmade Dover International Speedway the onlyfirst concrete superspeedway (one mile or greater in length) that conducts Monster Energy NASCAR Cup Series events. The superspeedway facility also features the Monster Bridge^®. The climate controlled bridge spans across the width of the superspeedway at a height of 29 feet and houses 50-luxury seats, a refreshment bar and other amenities. The Monster Bridge is the only one of its kind in the motorsports industry.

Nashville Superspeedway

In April 2001, we opened Nashville Superspeedway – a motorsports complex approximately 35 miles from downtown Nashville in Wilson County, Tennessee. The facility was closed after the 2011 season, but will re-open for NASCAR Cup Series racing in 2021. The 1.33-mile concrete superspeedway has 25,000 permanent grandstand seats with an infrastructure in place for future expansion. The superspeedway, which includes lights to allow for nighttime racing, is the largest concrete track in NASCAR.

Agreements with NASCAR

Our most recentprevious sanction agreements with NASCAR arewere for a five year period (2016-2020).the 2016-2020 seasons and NASCAR had communicated that the industry would be going back to annual sanction agreements. Pursuant to the typical sanction agreement, NASCAR grants its sanction to a promoter, such as Dover International Speedway, to organize, promote and hold a particular competition. The promoter sells tickets to the competition, sells or arranges

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for the sale of merchandise and concessions, and sells advertising, sponsorships and hospitality services. NASCAR conducts the competition, arranges for the drivers, and has sole control overconducts the competition, including the right to require alterations to the promoter’s facility and the right to approve or disapprove any advertising or sponsorship of the promoter. NASCAR also has exclusive rights to exploit live broadcast and certain broadcast and intellectual property rights related to the competition, and exclusive rights to sponsorship and promotional rights relative to the series to which a particular competition belongs. The promoter must pay the sanction fee and purse monies and receives a share of the live broadcast revenue contracted for by NASCAR. The promoter is responsible for the condition of the facility, for compliance with laws, for control of the public, for fire and medical equipment and personnel, for security, for insurance and for providing facilities and services required by NASCAR officials and the live broadcast personnel.

Dover International Speedway, Inc. has entered into twoa sanction agreementsagreement with NASCAR pursuant to which it will organize and promote two Monster Energyone NASCAR Cup Series event in 2021. On June 3, 2020, we announced that we would be moving one of our NASCAR Cup Series events historically held at Dover International Speedway to Nashville Superspeedway beginning in 2016 through 2020.2021. We entered into a four-year sanction agreement to promote a NASCAR Cup Series event in Nashville for the 2021 to 2024 racing seasons. Our business is substantially dependent on these two agreements.

Under the terms of our sanction agreements, NASCAR retains 10% of the gross broadcast rights fees allocated to each NASCAR-sanctioned event as a component of its sanction fee. The remaining 90% is recorded as broadcasting 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 we record as operating expenses.

Competition

Our racing events compete with other racing events sanctioned by various racing bodies and with other sports and recreational events scheduled on or around the same dates. Racing events sanctioned by different organizations are oftensometimes 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 and amenities, among other things, differentiate the motorsports facilities. We also compete with improving and expanding media coverage and content by network and cable broadcasters.

Seasonality

We derive substantially all of our total revenues from admissions, television broadcast rights, admissions, and other event-related revenue attributable to two major motorsports event weekendsweekends. Our 2020 events were all held in August. Our 2019 and 2018 events were held in the spring and fall. Our 2021 major events will be held in May and June. As a result, our business is highly seasonal.

Employees

As of December 31, 2018,2020, we had approximately 4752 full-time employees and 78 part-time employees. We engage temporary personnel to assist during our motorsports racing season. We believe that we enjoy a good relationship with our employees.

Intellectual Property 

We have various registered and common law trademark rights, including, but not limited to, “Dover,” “Dover Motorsports,” “Dover International Speedway,” “Nashville Speedway,” “Nashville Superspeedway,” “Monster Mile,” “Miles the Monster,” “Velocity,” “Monster Bridge,” “The Most Exciting Seat in Sports!,” and “Concrete Monster.” We also have limited rights to use the names and logos of NASCAR, various sponsors, drivers and other businesses in connection with promoting our events and certain merchandising programs.  Due to the value of our intellectual property rights for promotional purposes, it is our intention to vigorously protect these rights, through litigation, if necessary.

Available Information

We file annual, quarterly and current reports, information statements and other information with the United States Securities and Exchange Commission (the “SEC”). The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.www.sec.gov.

Internet Address

We maintain a website where additional information concerning our business and various upcoming events can be found. The address of our Internet website is www.dovermotorsports.com.www.dovermotorsports.com. We provide a link on our website, under Investor Relations, to our filings with the SEC, including our annual report on Form 10-K, proxy statement,

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Section 16 reports, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports.

Item 1A.Risk Factors

In addition to historical information, this report 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, possible acquisitions, market forces, corporate strategies, consumer preferences, contractual commitments, legal matters, capital requirements and other matters. Documents incorporated by reference into this report may also contain forward-looking statements. 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” or similar words or expressions are used, as well as phrases such as “in our view,” “there can be no assurance” or “there is no way to anticipate with certainty,” forward-looking statements may be involved.

In the section that follows below, in cautionary statements made elsewhere in this report, and in other filings we have made with the SEC, we list important factors that could cause our actual results to differ from our expectations. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors described below and other factors set forth in or incorporated by reference in this report.

These factors and cautionary statements apply to all future forward-looking statements we make. Many of these factors are beyond our ability to control or predict. Do not put undue reliance on forward-looking statements or project any future results based on such statements or on present or prior earnings levels.

Additional information concerning these, or other factors, which could cause the actual results to differ materially from those in our forward-looking statements is contained from time to time in our other SEC filings. Copies of those filings are available from us and/or the SEC.

Risk Factors Related to Our Business and Industry

The COVID-19 Pandemic and the Public Health Measures and Governmental Actions Taken in Response Could Continue to Adversely Affect the Motorsports Industry and Our Business

The 2020 global outbreak of COVID-19 was declared a pandemic by the World Health Organization on March 11, 2020. In response, public health and government officials imposed or recommended certain measures, including social distancing, limitations on the size of gatherings, and cancellations of events. As a result of such measures, the Firefly Music Festival was cancelled and NASCAR postponed our May 2020 race weekend until August 2020. Our August NASCAR weekend was held without fans in attendance due to state restrictions on events, which adversely affected our admissions and event-related revenues. Even if attendance restrictions are lifted and future events are held as scheduled, fans may choose not to attend the events due to continued concerns over health and safety or due to the pandemic’s negative economic effects. The continued spread of COVID-19 has also led to unprecedented global economic disruption and volatility in financial markets, a rise in unemployment levels, decreases in consumer confidence levels and spending, and an overall worsening of U.S. economic conditions. It remains highly uncertain how long the pandemic and the resulting economic challenges and restrictions on day-to-day life will last. New or renewed restrictions may be implemented in response to the virus spread rate in the United States and evolving conditions, including overall uncertainty about the timing of widespread availability of vaccines. We cannot predict the ultimate scope, duration and impact of the COVID-19 pandemic, as its magnitude is subject to many factors, both known and unknown, many of which are likely to be outside our control. The pandemic and actions taken in response have affected the entire motorsports industry and have adversely affected, and may in the future materially adversely affect, our business, financial condition, liquidity and results of operations.

Our Relationships With And The Success Of NASCAR Is Vital To Our Success In Motorsports

Our continued success in motorsports is dependent upon the success of NASCAR and our ability to secure favorable contracts with and maintain a good working relationship with them.  NASCAR issues and awards sanctioned events and their issuance depends, in large part, on maintaining good working relationships with NASCAR.  By awarding a sanctioned event or a series of sanctioned events, NASCAR does not warrant, nor are they responsible for, the financial success of any sanctioned event.  Our success is directly tied to our ability to negotiate favorable terms to our sanction agreements, including the amount of the sanction fee and purse, and our ability to continue to derive economic benefits from such agreements, such as our share of live broadcast revenues. Dover International Speedway, Inc. has entered into a one-year sanction agreement to promote a NASCAR Cup Series event at Dover International Speedway for the 2021 season. Nashville Speedway, USA, Inc. has entered into a four-year sanction agreement to promote a NASCAR Cup Series event at Nashville Superspeedway for the 2021 to 2024 racing seasons.

Our ability to obtain additional sanctioned events in the future and to negotiate favorable terms to our sanction agreements and the success of NASCAR in attracting drivers and teams, signing series sponsors and negotiating favorable television and/or radio broadcast rights is dependent on many factors which are largely outside of our control.  As our success depends on the terms of our sanction agreements and the success of each event or series that we are promoting, a material change in the terms of a sanction agreement or the loss of one or more sanctioned events, a material adverse effect on NASCAR, such as a decline in the attendance at (or the popularity of) NASCAR events, the loss or defection of top drivers, the loss of significant series sponsors, or the failure to obtain favorable broadcast coverage or to properly advertise the event or series could result in a reduction in our revenues from live broadcast coverage, admissions, luxury suite rentals, sponsorships, hospitality, concessions and merchandise, which could have a material adverse effect on our business, financial condition and results of operations.

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In 2020, due to state restrictions imposed in response to the COVID-19 pandemic, our August NASCAR weekend was held without fans in attendance, which adversely affected our admissions and event-related revenues. Even if attendance restrictions are lifted and future events are held as scheduled, fans may choose not to attend the events due to continued concerns over health and safety or due to the pandemic’s negative economic effects, which would result in reduced admissions and event-related revenues.

Changes To Media Rights Revenues Could Adversely Affect Us

Broadcast revenues that are paid to us by NASCAR represent the largest component of our revenues and earnings, and particularly in light of our dependence on those revenues and earnings due to the reduction in admissions and event-related revenues resulting from the continuing effects of the COVID-19 pandemic, any adverse changes to such revenues could adversely impact our results. NASCAR’s broadcast agreements have yielded us significant cash flow. In 2013, NASCAR announced it reached a ten-year extension of its broadcast rights with FOX Sports Media Group (“FOX”). This agreement extends through the 2024 NASCAR season and allows FOX to retain the television rights to 16 Monster Energy NASCAR Cup Series races, 14 NASCAR XFINITYXfinity Series events and the entire NASCAR Camping WorldGander RV & Outdoors Truck Series season. Additionally in 2013, NASCAR announced it reached a ten-year agreement with NBC Sports Group granting exclusive rights through 2024 to 20 Monster Energy NASCAR Cup Series races, 19 NASCAR XFINITYXfinity Series events, select NASCAR Regional & Touring Series events and other live content which began in 2015.  Material changes in the broadcast industry or the financial value of broadcast agreements, material changes in the ratings for NASCAR events or in the NASCAR race schedule, or material changes in the perception of fans or sponsors due to such factors could have a material adverse effect on our revenues and financial results.

We Rely On Sponsorship Contracts To Generate Revenues

We receive a portion of our annual revenues from sponsorship agreements, including the sponsorship of our various events and venue,venues, such as “title,” “official product” and “promotional partner” sponsorships, billboards, signage and skyboxes. We are continuously in negotiations with existing sponsors and actively seeking new sponsors as there is significant competition for sponsorships. Some of our events may not secure a “title” sponsor every year, may not secure a sufficient number of sponsorships on favorable terms, or may not secure sponsorships sufficiently enough in advance of an event for maximum impact. Loss of our existing title sponsors or other major sponsorship agreements or failure to secure sponsorship agreements in the future on favorable terms 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 sponsorships. Moreover, racing events sanctioned by different organizations are oftensometimes 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 and amenities, 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, changing consumer preferences and opportunities for corporations to acquire sponsorships.

Risks Related to our Financial Condition and Stock

General Market And Economic Conditions, Including Consumer And Corporate Spending and Sentiment, Could Negatively Affect Our Financial Results

Our financial results depend significantly upon a number of factors relating to discretionary consumer and corporate spending and sentiment, including economic conditions affecting disposable consumer income and corporate budgets. The combination of stagnant wages, unemployed and underemployed individuals among our fan base (particularly in light of the ongoing COVID-19 pandemic), escalating health care costs, rising interest rates, stock market volatility, changes in (together with political uncertainty concerning) governmental policies relative to spending, taxation and regulation, among other factors, can adversely affect discretionary consumer and corporate spending and sentiment.

Other factors that can affect consumer and corporate spending and sentiment include severe weather, hurricanes, flooding, earthquakes and other natural disasters, elevated terrorism alerts, terrorist attacks, military actions, air travel concerns, outbreaks of disease (such as the COVID-19 pandemic), and geopolitical events, as well as various industry and other business conditions - including the popularity of NASCAR events and NASCAR drivers, an aging fan base for motorsports events, and an ever increasing number of sporting and entertainment options that compete for discretionary spending. Such factors or incidents, even if not directly impacting us, can disrupt or otherwise adversely impact the financial results, spending sentiment and interest of our present or potential customers and sponsors.  There can be no assurance that consumer and corporate spending and sentiment will not be further adversely impacted by current or unforeseen factors, thereby possibly having a material adverse impact on our future operating results and growth.

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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 to build local infrastructure improvements which benefit Nashville Superspeedway, of which $14,400,000$12,300,000 was outstanding at December 31, 2018.2020. Debt service on the bonds is payable solely from sales taxes and incremental property taxes generated from the facility. As of December 31, 20182020 and 2017, $1,052,0002019, $217,000 and $1,479,000,$637,000, respectively, was available in the sales and incremental property tax fund maintained by the Sports Authority to pay the remaining principal and interest due under the bonds. During 2018,2020, we paid $984,000$945,000 into the sales and incremental property tax fund and $1,411,000$1,365,000 was deducted from the fund for debt service. These bonds are direct obligations of the Sports Authority and therefore have historically not been required to be recorded on our consolidated balance sheet. In the event the sales taxes and incremental property taxes (“applicable taxes”) are insufficient to cover the payment of principal and interest on the bonds, we would become responsible for the difference. We are exposed to fluctuations in interest rates for these bonds. In the event we were unable to make the payments, they would be made under a $14,642,000$12,506,000 irrevocable direct-pay letter of credit issued by our bank group. We would be responsible to reimburse the banks for any 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 and compliance with debt covenants.

Prior to our recent decision to reopen Nashville Superspeedway no longer promotesin 2021, we had not promoted motorsports events and has not entered into sanction agreements with NASCARat that facility since 2011.  We lease the facility on a short term basis to third parties from time to time. In 2011, we recorded a $2,250,000 provision for contingent obligation reflecting the present value of the estimated portion of the revenue bonds debt service that may not be covered by the projected sales and incremental property taxes from the facility. Due to changing interest rates and future property and sales tax assumptions, the provision for contingent obligation decreased by $171,000 in 2020 and increased by $1,005,000 and $424,000 $158,000in 2019 and $75,000 in 2018, 2017 and 2016, respectively, and is $2,384,000$3,218,000 at December 31, 2018.2020. See Item 8. NOTE 1 —– Business Operations and Item 8. NOTE 11 —– Commitments and Contingencies of the consolidated financial statements included elsewhere in this document for further discussion.

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 event weekends. We derivehave historically derived substantially all of our total revenues from admissions, event-related and broadcasting revenue attributable to our NASCAR-sanctioned events at Dover International Speedway in Dover, Delaware. In 2021, one of those event weekends will be held at Nashville Superspeedway. For 2019, three2021, all six NASCAR racing events are scheduled to be held in the second quarter and threequarter. For 2020, all six NASCAR racing events were held in the fourththird quarter. For 2019 and 2018, three NASCAR racing events were held in the second quarter and three in the fourth quarter. For 2017, three NASCAR racing events were held in the second quarter, two in the third quarter and one in the fourth quarter.  In 2016, three NASCAR racing events were held in the second quarter, one in the third quarter and two in the fourth quarter.  As a result, quarterly earnings will vary.may vary significantly.

Substantially All Of Our Revenue is Attributable to One Location

Substantially all of our revenue comes from Dover International Speedway.  Any prolonged disruption of operations at this facility due to damage or destruction, inclement weather, natural disaster, work stoppages or other reasons could adversely affect our financial condition and results of operations.  We maintain property and business interruption insurance to protect against certain types of disruption, but there can be no assurance that the proceeds of such insurance would be adequate to repair or rebuild our facilities or to otherwise compensate us for lost profits.

Our Insurance May Not Be Adequate To Cover Catastrophic Incidents

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.

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If it is determined that damage to persons or property or contamination of the environment has been caused or exacerbated by the operation or conduct of our business or by pollutants, substances, contaminants or wastes used, generated or disposed of by us, or if pollutants, substances, contaminants or wastes are found on property currently or previously owned or operated by us, we may be held liable for such damage and may be required to pay the cost of investigation and/or remediation of such contamination or any related damage.

State and local laws relating to the protection of the environment also can include noise abatement laws that may be applicable to our racing events. In addition certain laws and regulations, including the Americans with Disabilities Act and the Occupational Safety and Health Act are constantly evolving. Changes in the provisions or application of federal, state or local environmental, land use or other laws, regulations or requirements to our facilities or operations, or the discovery of previously unknown conditions, could require us to make additional material expenditures to remediate or attain compliance.

Regulations governing the use and development of real estate may prevent us from acquiring or developing facilities, substantially delay or complicate the process of improving facilities, and/or increase the costs of any of such activities.

Bad Weather Can Have An Adverse Financial Impact On Our Motorsports Events

We market and promote outdoor motorsports events. Weather conditions, or even the forecast of poor weather, can affect sales of tickets, concessions and merchandise at these events. Although historically we have sold many tickets well in advance of the outdoor events, and these tickets are generally issued on a non-refundable basis, poor weather may adversely affect additional ticket sales and concessions and merchandise 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 Events Could Adversely Affect Us

If one of our events is postponed because of weather or other reasons such as, for example, the COVID-19 pandemic or the general postponement of all major sporting events in this country following the September 11, 2001 terrorist attacks, we could incur increased expenses associated with conducting the rescheduled event, as well as possible decreased revenues from tickets, concessions and merchandise at the rescheduled event. If an event is cancelled, we could incur the expenses associated with preparing to conduct the event as well as lose the revenues, including live broadcast revenues associated with the event.

If a cancelled event is part of a NASCAR 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 broadcast revenues greater than the amount scheduled to be paid to the promoter of the cancelled event.

Due To Our Concentrated Stock Ownership, Stockholders May Have No Effective Voice In Our Management

We have elected to be treated as a “controlled corporation” as defined by New York Stock Exchange (“NYSE”) Rule 303A. We are a controlled corporation because a single person, Henry B. Tippie, the Chairman of our Board of Directors, controls in excess of fifty percent of our voting power. This means that he has the ability to determine the outcome of the election of directors at our annual meetings and to determine the outcome of many significant corporate transactions, many of which only require the approval of a majority of our voting power. Such a concentration of voting power could also have the effect of delaying or preventing a third party from acquiring us at a premium. In addition, as a controlled corporation, we are not required to comply with certain NYSE rules.

General Risk Factors

Our Success Depends On The Availability And Performance Of Key Personnel

Our continued success depends upon the availability and performance of our senior management team which possesses unique and extensive industry knowledge and experience. Our inability to retain and attract key employees in the future could have a negative effect on our operations and business plans.

Our Insurance May Not Be Adequate To Cover Catastrophic Incidents

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.

Applicable Safety and Security Rules and Regulations Have Increased and May Continue to Increase Our Expenses

In addition, sanctioning bodies could impose more stringent rules and regulations for safety, security and operational activities. Such regulations have included, for example, the installation of new retaining walls at our facilities, which have increased our capital expenditures, and increased security procedures which have increased our operational expenses.

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.

Item 1B.Unresolved Staff Comments

We have not received any written comments that were issued within 180 days before December 31, 2018,2020, the end of the fiscal year covered by this report, from the SEC staff regarding our periodic or current reports under the Securities Exchange Act of 1934 that remain unresolved.

Item 2.Properties

Dover International Speedway

Dover International Speedway is located in Dover, Delaware, on approximately 770 acres of land we own. Prior to the spin-off of Gaming from our company in 2002, both companies shared certain real property in Dover, Delaware. At the time of the spin-off, some of this real property was transferred to Gaming to ensure that the real property holdings of each company were aligned with its past uses and future business needs. During its harness racing season, Gaming has historically used the 5/8-mile harness racing track that is located on our property and is on the inside of our one-mile motorsports superspeedway. In order to continue this historic use, we granted a perpetual easement to the harness track to Gaming at the time of the spin-off. This perpetual easement allows Gaming to have 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 easement requires that Gaming maintain the harness track but does not require the payment of any rent.

Various easements and agreements relative to access, utilities and parking have also been entered into between us and Gaming relative to our respective Dover, Delaware facilities. We pay rent to Gaming for the lease of our principal executive office space.  Gaming also allows us to use its indoor grandstands in connection with our two annual motorsports weekends.  This occasional grandstand use is not material to us and Gaming does not assess rent for it; Gaming may also discontinue our use at its discretion.

Nashville Superspeedway

Nashville Superspeedway is located on approximately 1,2501,000 acres of land we own in Wilson County and Rutherford County, Tennessee. The facility is approximately 35 miles from downtown Nashville.

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Intellectual Property

We have various registered and common law trademark rights, including, but not limited to, “Dover,” “Dover Motorsports,” “Dover International Speedway,” “Nashville Speedway,” “Nashville Superspeedway,” “Monster Mile,” “Miles the Monster,” “Velocity,” “Monster Bridge,” “The Most Exciting Seat in Sports!,” “Concrete Monster,” and “Take a Kid to the Races.”  We also have limited rights to use the names and logos of NASCAR, various sponsors, drivers and other businesses in connection with promoting our events and certain merchandising programs.  Due to the value of our intellectual property rights for promotional purposes, it is our intention to vigorously protect these rights, through litigation, if necessary.

Item 3.Legal Proceedings

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

Item 4.Mine Safety Disclosures

Not applicable.

Information About Our Executive Officers Of The Registrant

See Part III, Item 10 of this Annual Report on Form 10-K for information about our executive officers.

Part II

Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “DVD.” Our Class A common stock is not publicly traded but is freely convertible on a one-for-one basis into common stock at any time at the option of the holder thereof. As of February 20, 2019,22, 2021, there were 18,139,81917,951,616 shares of common stock and 18,509,975 shares of Class A common stock outstanding. ThereAs of such date, there were 725695 holders of record for common stock and 11 holders of record for Class A common stock.

The high and low sales prices for our common stock on the NYSE and the dividends declared per share for the years ended December 31, 2018 and 2017 are detailed in the following table:

On July 28, 2004, our Board of Directors authorized the repurchase of up to 2,000,000 shares of our outstanding common stock. The purchases may be made in the open market or in privately negotiated transactions as conditions warrant. The repurchase authorization has no expiration date, does not obligate us to acquire any specific number of shares and may be suspended at any time. DuringWe made no purchases during the fourth quarter of 2018, we purchased and retired 96,846 shares of our outstanding common stock at an average purchase price of $2.06 per share, not including nominal brokerage commissions.2020. At December 31, 2018,2020, we had remaining repurchase authority of 700,649384,809 shares.

Item 6.Selected Financial Data

Not applicable.

Item 7.Management’s Discussion And Analysis Of Financial Condition And Results Of Operation

The following discussion is based upon and should be read together with the consolidated financial statements and notes thereto included elsewhere in this document.

Executive Summary

We are a marketer and promoter of motorsports entertainment in the United States. Through our subsidiaries, we own and operate Dover International Speedway^® in Dover, Delaware and Nashville Superspeedway^® near Nashville, Tennessee. Historically we hold all our events under the auspices of the premier sanctioning body in motorsports - the National Association for Stock Car Auto Racing (“NASCAR”). We have also hosted the Firefly Music Festival at our Dover facility for eight consecutive years prior to the cancellation of the festival in 2020 due to COVID-19. As described further below, we have made substantial land sales in recent years.

We classify our revenues as admissions, event-related, broadcasting and other. “Admissions” revenue includes ticket sales for our events. “Event-related” revenue includes amounts received from sponsorship fees; luxury suite rentals; hospitality tent rentals and catering; concessions and vendor commissions for the right to sell concessions and souvenirs at our events; sales of programs; track rentals; broadcasting rights other than domestic television broadcasting revenue, and other event-related revenues. Additionally, event relatedevent-related revenue includes amounts received for the use of our property and a portion of the concession sales we manage from the Firefly Music Festival. “Broadcasting” revenue includes rights fees obtained for domestic television broadcasts of events held at our speedway.Dover International Speedway.

Revenues pertaining to specific events are deferred until the event is held. Concession and souvenir revenues are recorded at the time of sale. Revenues and related expenses from barter transactions in which we provide sponsorship packages in exchange for goods or services are recorded at fair value. Barter transactions accounted for $685,000, $612,000$213,000, $538,000, and $400,000$685,000 of total revenues for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively.

Certain direct expenses pertaining to specific events, including prize and point fund monies and sanction fees paid to NASCAR, and other expenses associated with our racing events are deferred until the event is held, at which point they are expensed. The cost of advertising is expensed as incurred.  As a result of adopting Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, certain expenses previously deferred until an event occurred are now expensed as incurred.

Our operating results for 2020 reflect a decrease in admissions revenue.the impact of the COVID-19 pandemic, including the government-imposed restrictions that prevented any fans from attending our 2020 events and the cancellation of the Firefly Music Festival. It remains highly uncertain how long the pandemic and the resulting economic challenges and restrictions on day-to-day life, including limitations on the size of gatherings and other measures to prevent the further spread of the virus, will last. Management believes that our admissions revenueand event-related revenues may continue to be negatively impacted if consumer and corporate spending continues to be impacted by high foodthe pandemic or if local officials continue to limit attendance at major events. Given the uncertainty surrounding the pandemic and health-care costs, difficult housing and credit markets, increasing interest rates, and other economic factors that can adversely impact recreational and entertainment spending. The strength and durationits effects, our reported financial information may not be indicative of recovery in the United States economy remains uncertain.our future operating results or our future financial condition. Changes in governmental taxing, regulatory, spending and other policies could also significantly impact consumer spending, economic recovery and our future results.

Much of our total revenues are generated under long-term contracts,our sanction agreements, and muchthe amount of ourmuch future revenues under such agreements are already contracted under NASCAR’s long-term television broadcasting rights agreements. As discussed further below in “Liquidity and Capital Resources,” NASCAR is operating under an expanded multi-year, multi-platform broadcasting rights agreement through the year 2024. Management believes the attractive demographics surrounding motorsports continue to provide opportunities for increasing our number of longer-term sponsorship partners.

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Results of Operations

Year Ended December 31, 20182020 vs. Year Ended December 31, 20172019

AdmissionsDue to the impacts of the COVID-19 pandemic, our NASCAR weekend originally scheduled for May of 2020 was held in conjunction with our scheduled August NASCAR weekend. Pursuant to restrictions imposed by state officials, none of the events had fans in attendance. As a result, we had no admissions revenue was $5,694,000 in 2018 as2020 compared to $6,657,000$4,968,000 in 2017.  The $963,000 decrease was related to lower attendance at our 2018 NASCAR event weekends at Dover International Speedway.  We believe holding the spring NASCAR weekend in early May as compared to early June last year at least partially contributed to the decline in attendance.2019.

Event-related revenue was $8,410,000$2,885,000 in 2018 as2020 compared to $8,303,000$6,713,000 in 2017.2019. The $107,000 increase$3,828,000 decrease was due to higher sponsorship revenues from our NASCAR event weekendslower corporate sponsorships, luxury suite rentals, hospitality, merchandise, concession and higherparking revenues from the 2018combination of the two race weekends and the holding of the events without fans. Additionally, the pandemic caused the cancellation of the 2020 Firefly Music Festival.  Partially offsetting these increases were decreases in hospitality and concessions revenue at our NASCAR event weekends.

Broadcasting revenue increased to $32,905,000$35,646,000 in 20182020 as compared to $31,775,000$34,267,000 in 20172019 due to contractual increases in NASCAR’s broadcasting rights agreement.

Operating and marketing expenses were $29,277,000$25,221,000 in 2018 as2020 compared to $28,764,000$29,241,000 in 2017.  The increase was due to higher2019. Higher purse and sanction fees for our NASCAR event weekends.weekends were offset by decreases in most other expenses that resulted from not having fans present at our events.

General and administrative expenses decreased slightlyincreased to $7,310,000$7,676,000 in 20182020 from $7,347,000$7,524,000 in 2017.2019. The increase was primarily due to higher employee related costs associated with the reopening of our Nashville Superspeedway facility, which began in the second half of 2020.

Depreciation expense decreased to $3,285,000$3,046,000 in 20182020 from $3,566,000$4,353,000 in 2017.2019. The 2017 expense included $186,000decrease was primarily due to shortening the useful lives of accelerated depreciationcertain track related assets that were retired at the end of the 2019 racing season as a result of the decision to not complete certain improvementsour planned reduction of grandstand seating at our Dover facility. We recorded $1,172,000 of accelerated depreciation expense on these assets in 2019.

Costs to remove long-lived assets in 20172020 and 2019 related to costs associated with the removal and disposal of grandstand seating at our Dover facility.  These assets had been removed as of the end of the first quarter of 2017 and no further costs were incurred.

Gain on sale of land in 20182020 relates to the sale of approximately 14797 acres of land at our Nashville facility. Proceeds from theGain on sale net of closing costs, were $4,945,000.  This gain was partially offset by a $99,000 loss onland in 2019 relates to the sale of a parcelapproximately 141 acres of land we own near St. Louis.at our Nashville facility.

Net interest expense decreasedwas $35,000 in 2020 compared to $62,000net interest income of $22,000 in 20182019 and resulted from $169,000lower interest income from lower rates on invested cash in 2017 due to lower average outstanding borrowings, partially offset by higher interest rates.2020.

ProvisionBenefit for contingent obligation increasedwas $171,000 in 2020 compared to $424,000a provision of $1,005,000 in 20182019. The benefit in 2020 was primarily from $158,000 in 2017projected sales tax collections as a result of our four-year sanction agreement with NASCAR for Nashville Superspeedway. The 2019 provision was primarily the result of lower estimated property taxes.taxes and a decrease in the discount rate.

Other expense of $4,000income was $182,000 in 20182020 compared with $269,000 in 2019 and primarily represents lossesgains on equity investments of $90,000 partially offset by pension benefits of $85,000.  Other income of $85,000 in 2017 represents gains on available-for-sale securities of $52,000 and pension benefits of $33,000.in both periods.

Earnings before income taxes were $9,067,000$7,420,000 in 2018 as2020 compared to $6,537,000$7,286,000 in 2017.2019. Excluding the gain on sale of land and costs to remove long-lived assets in 2018,both years, and the accelerated depreciation in 2019, our adjusted earnings before income taxes were $6,654,000$2,918,000 in 2018 as2020 compared to $6,537,000$5,303,000 in 2017.2019.

Our effective income tax rates for 2018 and 2017 were 24.0% and (28.9%), respectively.rate was a 0.8% benefit in 2020 compared to a 24.5% expense in 2019. The 2018 rate2020 tax benefit was impacted by the passagereversal of $1,916,000 of the Tax Cuts and Jobs Act in December of 2017 and deductionsvaluation allowance for additional contributions made to our pension plan in 2018.  The 2017 rate was impacted by the passageTennessee state income tax assets as a result of the Tax Cutsreopening of the Nashville Superspeedway and Jobs Actthe land purchase and sale agreement executed in December which required us to revalue our net deferred federal tax liabilities at December 31, 2017.November 2020.

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Net earnings were $6,889,000$7,482,000 in 2018 as2020 compared to $8,426,000$5,500,000 in 2017.2019. Excluding the gain on sale of land and costs to remove long-lived assets in 2018,both years, the accelerated depreciation in 2019, and the impact of the Tax Cuts and Jobs Actvaluation allowance reversal in 2017,2020, our adjusted net earnings were $4,981,000$1,986,000 in 2018 as2020 compared to $3,895,000$3,772,000 in 2017.2019.

The above financial information is presented using other than generally accepted accounting principles (“non-GAAP”("non-GAAP") and is reconciled to comparable information presented using GAAP. Non-GAAP adjusted earnings before income taxes is derived by adjusting amounts determined in accordance with GAAP for the gain on sale of land.land, accelerated depreciation and cost to remove long-lived assets. Non-GAAP adjusted net earnings is derived by adjusting amounts determined in accordance with GAAP (1) for the gain on sale of land including the tax effect using our federal statutory rate as we had available state net operating losses, (2) for the accelerated depreciation and cost to remove long-lived assets including the tax effect using our federal and state statutory tax rates, and (3) for the reversal of the valuation allowance for state income tax assets, net of federal taxes at our statutory rate. 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 net earnings which is determined in accordance with GAAP.

Year Ended December 31, 2019 vs. Year Ended December 31, 2018

Admissions revenue was $4,968,000 in 2019 as compared to $5,694,000 in 2018. The $726,000 decrease was related to lower attendance at our 2019 NASCAR event weekends at Dover International Speedway. In recent years, NASCAR attendance has been challenged from the retirement of top drivers and the general trend of declining attendance at many live sporting events.

Event-related revenue was $6,713,000 in 2019 as compared to $8,410,000 in 2018. The $1,697,000 decrease was primarily due to lower sponsorship revenues, the hiring of a company to manage our concession sales so that we now receive a percentage of the sales, and lower luxury suite rentals and hospitality at our 2019 NASCAR event weekends and lower revenues from the 2019 Firefly Music Festival. We believe inclement weather negatively impacted our spring NASCAR event weekend event-related revenue in 2019.

Broadcasting revenue increased to $34,267,000 in 2019 as compared to $32,905,000 in 2018 due to contractual increases in NASCAR’s broadcasting rights agreement.

Operating and marketing expenses were $29,241,000 in 2019 as compared to $29,277,000 in 2018. Higher purse and sanction fees for our NASCAR event weekends were offset by decreases in other expenses.

General and administrative expenses increased to $7,524,000 in 2019 from $7,310,000 in 2018. The increase was primarily due to higher employee related costs, insurance expense and real estate taxes.

Depreciation expense increased to $4,353,000 in 2019 from $3,285,000 in 2018. The increase was due to shortening the useful lives of certain track related assets that were retired at the end of the 2019 racing season as a result of our planned reduction of grandstand seating. We recorded $1,172,000 of accelerated depreciation expense on these assets in 2019.

Costs to remove long-lived assets in 2019 related to the removal and disposal of grandstand seating at our Dover facility.

Gain on sale of land in 2019 and 2018 relates to the sales of approximately 141 and 147 acres of land at our Nashville facility, respectively. The 2018 gain was partially offset by a loss on the sale of a parcel of land we owned near St. Louis, Missouri.

Net interest income was $22,000 in 2019 compared to net interest expense of $62,000 in 2018 and resulted from lower average outstanding borrowings and interest income on invested cash in 2019.

Provision for contingent obligation was $1,005,000 in 2019 compared to $424,000 in 2018 as a result of lower estimated future property taxes and a decrease in the discount rate.

Other income of $269,000 in 2019 primarily represents gains on equity investments of $161,000 and pension benefits of $62,000. Other expense of $4,000 in 2018 primarily represents losses on equity investments of $90,000 partially offset by pension benefits of $85,000.

Earnings before income taxes were $7,286,000 in 2019 compared to $9,067,000 in 2018. Excluding the gain on sale of land in both years, and the accelerated depreciation and cost to remove long-lived assets in 2019, our adjusted earnings before income taxes were $5,303,000 in 2019 compared to $6,654,000 in 2018.

Our effective income tax rate was (28.9%) in 2017 as compared to 40.5% in 2016.  The 2017 rate was impacted by the passage of the Tax Cuts and Jobs Act in December which lowered our federal income tax rate to 21% beginning in 2018.  This required us to revalue our net deferred federal tax liabilities at December 31, 2017.

Net earnings were $8,426,000 in 2017 as compared to $3,801,000 in 2016.  Excluding the impact of the Tax Cuts and Jobs Act in 2017, our adjusted net earnings were $3,895,000 in 2017 as compared to $3,801,000 in 2016.

pursuant to the credit facility were $20,358,000$17,494,000 at December 31, 2018.2020. On February 25, 2021, we modified the credit agreement to: (1) extend the maturity date to September 1, 2024; (2) to reduce the total available borrowings under the facility from $30,000,000 to $25,000,000; and (3) to replace the fixed charge coverage ratio with an interest coverage ratio. We expect to be in compliance with the financial covenants, and all other covenants, for all measurement periods during the next twelve months.

Nashville Superspeedway no longer promotes motorsports events and has not entered into sanction agreements with NASCAR since 2011.  We lease the facility on a short term basis to third parties from time to time.On August 17, 2017, we entered into an agreement with an entity owned by Panattoni Development Company (the “buyer”) relative to the sale of approximately 147 acres of land at a purchase price of $35,000 per acre. On March 2, 2018, we closed on the sale of the property with proceeds, less closing costs, of $4,945,000. Net proceeds after taxes were approximately $4,150,000.$4,150,000 resulting in a gain of $2,512,000. On September 1, 2017, we also awarded to the purchaserbuyer a three year option for 88.03approximately 88 additional acres at a purchase price of $55,000 per acre. OnThat option agreement has been amended twice since: first, on February 9, 2018, we amended the option agreement to extend its term and to add additional acreage; and second, on June 25, 2019, in connection with the buyer’s exercise of its option on two parcels, we adjusted the acreage and further extended the term of the option on a third parcel.  The buyer paid to us $500,000 for the extension of this option until March 1, 2022, and this non-refundable payment would be credited to the option.purchase price at the closing of that option parcel. On July 26, 2019, the buyer closed on the sale of the first two parcels, comprising approximately 133 acres, which yielded to us proceeds, less closing costs, of $6,397,000.  Net proceeds after taxes were approximately $5,314,000 resulting in a gain of $4,186,000. On July 29, 2020, the buyer closed on the sale of the third parcel of approximately 97 acres at our Nashville property. Proceeds from the sale, less closing costs, were $6,460,000. Net proceeds after taxes were approximately $5,290,000 resulting in a gain of $4,843,000. The buyer’s deposit previously paid to us was credited to the purchase price. In November 2020, we entered into an agreement to sell an additional 350 acres of land at our Nashville facility for $14,355,000. The buyer paid us $500,000, which is non-refundable except in the event of a default by us that is not cured within the applicable cure period, and which would be credited to the purchase price at the closing of the sale of that parcel. The transaction is expected to be consummated on or before May 31, 2021. Assuming this option is for three years beginning March 1, 2018.  An additional 86.45 acres were added to the option at a purchase price of $66,685 per acre and an additional 50.51 acres were added at a purchase price of $35,000 per acre.  The option may only be exercised, for all of the 224.99 acres at one time for a total purchase price of $12,374,000.  While management remains committed to selling the remaining Nashville Superspeedway property will consist of approximately 650 acres. None of the acreage sold or under agreement extends to the land on which consistsour superspeedway is sited.

On February 28, 2019, we entered into an agreement to sell 7.63 acres of over 1,000 acres,land at our Nashville facility for proceeds, less closing costs, of $267,000. The sale closed in the first quarter of 2019 and resulted in a gain of $139,000, which we do not believe it is probable that the remaining property will be sold within the next twelve months.  At December 31, 2018, $23,567,000 washave reported as long term assetsgain on sale of land in our consolidated balance sheets.  At December 31, 2017, $2,455,000 representing 147 acresstatement of the total Nashville Superspeedway property was reported as assets held for saleearnings and $23,545,000 was reported as long term assets in our consolidated balance sheets.comprehensive income.

InDuring September 2018, we entered into negotiations to sell athe last remaining parcel of land we ownowned near St. Louis. The sale resulted in a loss of $99,000, which we reported as loss on sale of land in our consolidated statement of earnings and comprehensive income. The sale closed in Januarythe first quarter of 2019 with proceeds, less closing costs, of $531,000.  As a result, we recorded a loss of $99,000 on sale of land in our consolidated statements of earnings for 2018.  At December 31, 2018, $531,000 representing the fair value of the land is reported as assets held for sale in our consolidated balance sheets.

We promoted six racing events in 20182020 and 20172019 (five national series events and one regional series event), all of which were sanctioned by NASCAR and held at our Dover International Speedway facility. Due to the effects of the pandemic, the six 2020 races were all held on one weekend in August without fans in attendance.

We have not promoted a major motorsports event at our Nashville Superspeedway since 2011.  On June 3, 2020, we announced that we would be moving one of our NASCAR Cup series events historically held at Dover International Speedway to Nashville Superspeedway beginning in 2021. We entered into five yeara four-year sanction agreementsagreement with NASCAR to promote a NASCAR Cup Series event in Nashville for each of the five national series events2021 through 2024 racing seasons and a one-year sanction agreement to promote a NASCAR Cup Series event in Dover for 2016-2020.  NASCAR’s regional series events are sanctioned on an annual basis.the 2021 season.

Broadcasting revenues continue to be a significant long-term revenue source for our business. Management believes this long-term contracted revenue helps stabilize our financial strength, earnings and cash flows. Also, NASCAR ratings can impact attendance at our events and sponsorship opportunities. A substantial portion of our profits in recent years has resulted from television revenues received from NASCAR under its agreements with various television networks, which is expected to continue for the foreseeable future. Our share of these television broadcast revenues and purse and sanction fees are fixed under our NASCAR sanction agreements through the year 2020.2021 for our Dover facility and through 2024 for our Nashville facility. We are obligated to conduct events in the manner stipulated under the terms and conditions of these sanctioningsanction agreements.

NASCAR is operating under a ten-year, multi-platform agreement with FOX Sports Media Group (“FOX”) for the broadcasting and digital rights to 16 Monster Energy NASCAR Cup Series races, 14 XFINITYXfinity Series races and the entire Camping WorldGander RV & Outdoors Truck Series (along with practice and qualifying) from 2015 through 2024. The agreement includes “TV Everywhere” rights that allow live-streaming of all FOX races, before and after race coverage, in-progress and finished race highlights, and replays of FOX-televised races to a Fox Sports-affiliated website which began in 2013. The agreement also allows re-telecastthe re-telecasting of races on a FOX network and via video-on-demand for 24 hours and other ancillary programming, including a nightly NASCAR news and information show and weekend at-track shows. NASCAR and FOX Deportes, the number one US Latino sports network, have teamed up to provide our sport’s most expansive Spanish-language broadcast offering ever with coverage of 15 Monster Energy NASCAR Cup Series races which started in 2013.

NASCAR also operates under a ten-year comprehensive agreement with NBC Sports Group granting NBCUniversal (“NBC”("NBC") exclusive rights to 20 Monster Energy NASCAR Cup Series races, 19 NASCAR XFINITYXfinity Series events, select NASCAR Regional & Touring Series events and other live content which began in 2015.  Further, NBC has been granted Spanish-language rights, certain video-on-demand rights and exclusive ‘TV Everywhere’'TV Everywhere' rights for its Monster Energy NASCAR Cup Series and NASCAR XFINITYXfinity Series events.

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Looking forward, our 2021 sanction agreements with NASCAR contain annual increasesan increase of between 3 and 4approximately 3.9 percent in media rights fees for each sanctioned event conducted, and provide a specific percentage of media rights fees to be paid to competitors. The sanction agreements also provide for annual increasesan increase in sanction fees and non-media rights related prize and point fund monies (to be paid to competitors) of between 4 and 4.5 percent annually over the term of the agreements.approximately 4.6 percent.

We have hosted the Firefly Music Festival (“Firefly”) on our property in Dover, Delaware for seveneight consecutive years and it iswas scheduled to return on June 21-23, 2019.18-21, 2020. Due to the COVID-19 pandemic, the 2020 event was cancelled. The inaugural three day festival with 40 musical acts was held in July 2012 and the 20182019 event was held onin June 14-17, 20182019 with approximately 120 musical acts. In September 2014, Red Frog Events LLC formed RFGV Festivals LLC - a joint venture withThe promoter of the Firefly event is Goldenvoice, that promotes Firefly.  Goldenvoice is a company of AEG Presents, LLC, a subsidiary of Anschutz Entertainment Group, Inc.  AEG Presents is one of the world’s largest presenters of live music and entertainment events, announced on July 18, 2018 that it had acquired the remainder of RFGV Festivals LLC from Red Frog.  We entered into anevents. Our amended agreement with RFGV Festivals grantinggrants them two 5 year5-year options to extend our facility rental agreement through 2032 (from its original expiration date of 2022) in exchange for a rental commitment to secure our property for up to two festivals per year.  Rent is at differing rates depending on how many events are actually held.property.  In addition to the facility rental fee, we also receive a percentage of the concession sales we manage at the events. There has been no decision yet regarding whether Firefly will be held in 2021. If Firefly is not held in 2021, due to government-imposed restrictions related to the COVID-19 pandemic or other reasons, our business will be adversely affected.

We expect that our net cash flows from operating activities and funds available from our credit facility will be sufficient to provide for our working capital needs, capital spending requirements, stock repurchases, as well as any cash dividends our Board of Directors may declare at least through the next twelve months and also provide for our long-term liquidity. Based on current business conditions, we expect to spend approximately $5,000,000 - $6,000,000$11,000,000 on capital expenditures during 2019.2021. We have no minimum required pension contributions for 2019,2021, but will consider making additional contributions. Given the uncertainty surrounding the COVID-19 pandemic and its continuing effects, we are unable to predict the extent of the impacts the pandemic may have on our liquidity and our financial results in the future, but those impacts may include a material reduction in revenue or income from operations.

Contractual Obligations

At December 31, 2018,2020, we had the following contractual obligations and other commercial commitments:

^(a)         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, to acquire, construct and develop certain public infrastructure improvements which benefit Nashville Superspeedway, of which $14,400,000$12,300,000 was outstanding at December 31, 2018.2020. Annual principal payments on these bonds range from $1,000,000$1,100,000 in September 20192021 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 therefore, have historically not been required to be recorded on our consolidated balance sheet. If the applicable taxes are insufficient for the payment of principal and interest on the bonds, we would become responsible for the difference. In the event we were unable to make the payments, they would be made pursuant to a $14,642,000$12,506,000 irrevocable direct-pay letter of credit issued by our bank group. We are exposed to fluctuations in interest rates for these bonds. The amounts above represent our best estimate of the amounts we will be required to pay per period.

As of December 31, 20182020 and 2017, $1,052,0002019, $217,000 and $1,479,000,$637,000, respectively, was available in the sales and incremental property tax fund maintained by the Sports Authority to pay the remaining principal and interest due under the bonds. During 2018,2020, we paid $984,000$945,000 into the sales and incremental property tax fund and $1,411,000$1,365,000 was deducted from the fund for debt service. 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.

Prior to our recent decision to reopen Nashville Superspeedway no longer promotesin 2021, we had not promoted motorsports events and has not entered into sanction agreements with NASCARin Nashville since 2011.  We lease the facility on a short term basis to third parties from time to time. In 2011, we recorded a $2,250,000 provision for contingent obligation reflecting the present value of the estimated portion of the

16

revenue bonds debt service that may not be covered by the projected sales and incremental property taxes from the facility. Due to changing interest rates and future property and sales tax assumptions, the provision for contingent obligation decreased by $171,000 in 2020 and increased by $1,005,000 and $424,000 $158,000in 2019 and $75,000 in 2018, 2017 and 2016, respectively, and is $2,384,000$3,218,000 at December 31, 2018.2020. See Item 8. NOTE 1 – Business Operations and Item 8. NOTE 11 —– Commitments and Contingencies of the consolidated financial statements included elsewhere in this document for further discussion.

^(b)         On June 3, 2020, we announced that we would be reopening Nashville Superspeedway beginning in 2021. Certain construction contracts associated with preparing the facility to reopen were executed as of December 31, 2020.

Related Party Transactions

See Item 8. NOTE 10 —– Related Party Transactions of the consolidated financial statements included elsewhere in this document.

Critical Accounting Policies

The accounting policies described below are those we consider critical in preparing our consolidated financial statements. These policies include significant estimates made by management using information available at the time the estimates are made. As described below, these estimates could change materially if different information or assumptions were used.

Income Taxes

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. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. As of December 31, 2018,2020, our valuation allowance on state net operating loss carry-forwardscarryforwards net of federal income taxes was $7,005,000,$363,000, which decreased by $1,286,000$2,099,000 in 2018.2020. These state net operating losses are related to our Midwest facilitiesNashville facility that havehas not produced taxable income.income from operations and has not hosted events since 2011. Valuation allowances had historically fully reservereserved the state net operating loss carryforwards, net of federal tax benefit. In 2020, we announced the reopening of Nashville Superspeedway and signed a four-year sanction agreement to host a NASCAR Cup Series race at the facility. In November 2020, we entered into an agreement to sell land at our Nashville facility in 2021. As a result, we reversed a portion of the previously recorded valuation allowance on the state net operating loss carryforwards. We have considered ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. In the event we were to determine that we would be able to realize all or a portion of these deferred tax assets, an adjustment to the valuation allowance would increase earnings in the period such determination was made. Likewise, should we determine that we would not be able to realize all or a portion of our remaining deferred tax assets in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination was made.

Property and Equipment

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 3 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.  We perform reviews for impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.  An impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value.

Accrued Pension Cost

On June 15, 2011, we decided to freeze participation and benefit accruals under our defined benefit pension plans. The freeze was effective July 31, 2011. The benefits provided by our defined benefit pension plans are based on years of service and employee’s remuneration through July 31, 2011. Accrued pension costs are developed using actuarial principles and assumptions which consider a number of factors, including estimates for the discount rate, expected long-term rate of return on assets and mortality. Changes in these estimates would impact the amounts that we record in our consolidated financial statements.

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Recent Accounting Pronouncements

See Item 8. NOTE 2 —– Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this document for a full description of recent accounting pronouncements that affect us.

Factors That May Affect Operating Results; Forward-Looking Statements

This report and the documents incorporated by reference may contain forward-looking statements. In Item 1A of this report, we disclose the important factors that could cause our actual results to differ from our expectations.

Item 7A.Quantitative And Qualitative Disclosures About Market Risk

Not applicable.

Item 8.Financial Statements And Supplementary Data

Our consolidated financial statements and the Report of Independent Registered Public Accounting Firm included in this report are shown on the Index to Consolidated Financial Statements on page 25.26.

Item 9.Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

None.

Item 9A.Controls and Procedures

Our management is responsible for the preparation, integrity and objectivity of the consolidated financial statements and other financial information included in this Form 10-K. The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles and reflect the effects of certain estimates and judgments made by management.

Our management also is responsible for establishing and maintaining a system of internal controls designed to provide reasonable assurance that assets are safeguarded and transactions are properly recorded and executed in accordance with management’s authorization. The system is regularly monitored by direct management review and by internal auditors who conduct an extensive program of audits throughout our organization. The Director of Internal Audit reports directly to the Audit Committee of our Board of Directors. We have confidence in our financial reporting, the underlying system of internal controls, and our people, who are objective in their responsibilities and operate under our Code of Business Conduct and with the highest level of ethical standards. These standards are a key element of our control system.

The Audit Committee of our Board of Directors, which is comprised entirely of independent directors, has direct and private access to and meets regularly with management, our internal auditors and our independent registered public accounting firm to review accounting, reporting, auditing and internal control matters.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedure may deteriorate.

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(a)Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that relevant, material information is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

Based on their evaluation as of December 31, 2018,2020, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

(b)Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control —– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2018.2020.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

(c)Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 20182020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.Other Information

None.

Part III

Item 10.Directors, Executive Officers And Corporate Governance

Except as presented below, biographical information relating to our directors and executive officers, information regarding our audit committee financial experts and information on Section 16(a) Beneficial Ownership Reporting Compliance called for by this Item 10 are incorporated by reference to our Proxy Statement to be filed pursuant to Regulation 14A for the Annual Meeting of Stockholders to be held on April 24, 2019.28, 2021.

We have a Code of Business Conduct applicable to all of our employees, including our Chief Executive Officer and Chief Financial Officer. We also have a Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy applicable to all directors and executive officers. Copies of these Codes and other corporate governance documents are available on our website at www.dovermotorsports.com under the heading, Investor Relations. We will post on our website any amendments to, or waivers from, these Codes as required by law.

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Executive Officers of the Registrant. As of December 31, 2018,2020, our executive officers were:

Our Chairman of the Board, Henry B. Tippie, is a non-employee director and, therefore, not an executive officer. Mr. Tippie has served as Chairman of the Board for 1921 years and prior to that served as Vice Chairman of the Board.  Mr. Tippie also serves as Chairman of the Board to Gaming as a non-employee director.

Denis McGlynn has served as our President and Chief Executive Officer for 3941 years.  Mr. McGlynn also serves as President and Chief Executive Officer to Gaming.

Michael A. Tatoian joined us as Executive Vice President in January 2007. Mr. Tatoian has more than 30 years of experience in professional sports ownership, management and operations. He served as Chief Executive Officer and Managing Partner of Victory Sports Group, LLC, where he oversaw the development and management of professional sports organizations, including minor league baseball, minor league hockey and a NASCAR Nationwide Series team. Mr. Tatoian also served as Chief Operating Officer of United Sports Ventures, Inc., an umbrella sports company that owned and operated eight minor league teams.

Timothy R. Horne has been Sr. Vice President-Finance and Chief Financial Officer since April 2008. Mr. Horne was also the Chief Financial Officer of Dover Motorsports, Inc. from 1996 until its 2002 spin-off of Gaming.  He has served as Sr. Vice President-Finance, Treasurer and Chief Financial Officer of Gaming since 2002, but has been actively involved in the financial departments of both companies.

Klaus M. Belohoubek has been Sr. Vice President-General Counsel and Secretary since 1999 and has provided us legal representation in various capacities since 1990.  Mr. Belohoubek also serves as Sr. Vice President-General Counsel and Secretary of Gaming.

Thomas Wintermantel has been Treasurer and Assistant Secretary since July 2002.2002 and became Secretary in May 2020. Previously, Mr. Wintermantel was the Financial Vice President and Treasurer of John W. Rollins & Associates, Financial Vice President of Rollins Jamaica, Ltd. and President and Director of the John W. Rollins Foundation.

Item 11.Executive Compensation

The information called for by this Item 11 is incorporated by reference to our Proxy Statement to be filed pursuant to Regulation 14A for the Annual Meeting of Stockholders to be held on April 24, 2019.28, 2021.

Item 12.Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters

The information called for by this Item 12 is incorporated by reference to our Proxy Statement to be filed pursuant to Regulation 14A for the Annual Meeting of Stockholders to be held on April 24, 2019.28, 2021.

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Equity Compensation Plan Information

We have a stock incentive plan which provides for the grant of up to 2,000,000 shares of common stock to our officers and key employees through stock options and/or awards valued in whole or in part by reference to our common stock, such as nonvested restricted stock awards. Refer to NOTE 8 —– Stockholders’ Equity of the consolidated financial statements included elsewhere in this document for further discussion. Securities authorized for issuance under equity compensation plans at December 31, 20182020 are as follows:

—

$

—

1,440,730

Equity compensation plans not approved by security holders

—

—

—

Total

—

$

—

1,440,730

Item 13.Certain Relationships And Related Transactions, And Director Independence

The information called for by this Item 13 is incorporated by reference to our Proxy Statement to be filed pursuant to Regulation 14A for the Annual Meeting of Stockholders to be held on April 24, 2019.28, 2021.

Item 14.Principal Accounting Fees And Services

The information called for by this Item 14 is incorporated by reference to our Proxy Statement to be filed pursuant to Regulation 14A for the Annual Meeting of Stockholders to be held on April 24, 2019.28, 2021.

Part IV

Item 15.Exhibits, Financial Statement Schedules

21

22

23* Denotes management contract or compensatory plan or arrangement.

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

The Directors of the registrant (listed below) executed a power of attorney appointing Denis McGlynn and Timothy R. Horne their attorneys-in-fact, empowering them to sign this report on their behalf.

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Report of Independent Registered Public Accounting Firm

To the stockholdersStockholders and boardBoard of directors

Directors
Dover Motorsports, Inc.:

Opinion on the ConsolidatedConsolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Dover Motorsports, Inc. and subsidiaries (the Company) as of December 31, 20182020 and 2017,2019, the related consolidated statements of earnings and comprehensive income and cash flows for each of the years in the three-year period ended December31, 2018,December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182020 and 2017,2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018,2020, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLPCritical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Pension Plans

As discussed in Note 7 to the consolidated financial statements, the Company has recorded an aggregate defined benefit pension obligation of $17,028,000 as of December 31, 2020, which exceeded the fair value of pension plan assets of $14,715,000 , resulting in an unfunded status of pension plans of $2,313,000. The benefit obligations and pension costs are developed using actuarial principles and assumptions which consider a number of factors, including estimates for the discount rate and expected long-term rate of return on assets.

We identified the assessment of the valuation of the unfunded status of pension plans as a critical audit matter, as it involves especially challenging and complex auditor judgment. Specialized skills and knowledge were required to evaluate the actuarial assumptions, including specifically the discount rate and the expected long-term rate of return on assets. In addition, a high degree of auditor judgment was required to evaluate the discount rate and long-term rate of return on plan assets as small changes in these assumptions would have an impact on the valuation of the unfunded status of the pension plans.

The following are the primary procedures we performed to address this critical audit matter. We involved actuarial professionals with specialized skills and knowledge, who assisted in:

DOVER MOTORSPORTS, INC.

Philadelphia, Pennsylvania

March 1, 2019

26

DOVER MOTORSPORTS, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

(in thousands, except per share data)

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

DOVER MOTORSPORTS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)