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

We classify our revenues as admissions, event-related, broadcasting and other. "Admissions" includes ticket sales for all our events. "Event-related" revenue includes amounts received from sponsorship fees; luxury suite rentals; hospitality tent rentals and catering; concessions and souvenir sales and vendor commissions for the right to sell concessions and souvenirs at our facilities; sales of programs; track rentals and other event-related revenues. "Broadcasting" revenue includes rights fees obtained for television and radio broadcasts of events held at our speedways and ancillary media rights fees. "Other" revenue includes other miscellaneous revenues.

Revenues pertaining to specific events are deferred until the event is held. Concession revenue from concession stand sales and sales of souvenirs are recorded at the time of sale. Revenues and related expenses from barter transactions in which we receive advertising or other goods or services in exchange for sponsorships of motorsports events are recorded at fair value in accordance with Emerging Issues Task Force ("EITF") Issue No. 99-17, Accounting for Advertising Barter Transactions. Barter transactions accounted for $450,000 of total revenues for the three and six-month periods ended June 30, 2009. Barter transactions accounted for $458,000 and $514,000 of total revenues for the three and six-month periods ended June 30, 2008.

Expenses that are not directly related to a specific event are recorded as incurred. Expenses that specifically relate to an event are deferred until the event is held, at which time they are expensed. Our expenses include prize and point fund monies and sanction fees paid to various sanctioning bodies, including NASCAR, labor, advertising, cost of goods sold for merchandise and souvenirs, and other expenses associated with the promotion of our racing events.

Results of Operations

Three Months Ended June 30, 2009 vs. Three Months Ended June 30, 2008

Admissions revenue was $11,922,000 in the second quarter of 2009 as compared to $13,936,000 in the second quarter of 2008. The $2,014,000 decrease was primarily related to lower admissions revenue at our June NASCAR event weekend at Dover International Speedway and to a lesser extent lower admissions at all other major events we promoted during the quarter. We believe the decrease in attendance was attributable in part to the general downturn in economic conditions, including those affecting disposable consumer income and corporate budgets such as employment, business conditions, interest rates and taxation rates. We believe that adverse economic trends, particularly credit availability, the decline in consumer confidence and the rise in unemployment have increasingly contributed to the decrease in attendance. Partially offsetting this decrease was a change in our major events schedule. We promoted a NASCAR Nationwide Series event at our Nashville Superspeedway facility during the first quarter of 2008. This event was held in the second quarter of 2009.

Event-related revenue was $8,751,000 in the second quarter of 2009 as compared to $11,387,000 in the second quarter of 2008. The $2,636,000 decrease was primarily related to lower luxury suite rentals and concession sales at our June NASCAR Sprint Cup Series event at Dover International Speedway and lower sponsorship revenues at all events we promoted during the quarter as a result of the aforementioned economic conditions. Additionally, a large event held at our Gateway International Raceway facility in June of 2008 was not held in 2009. Partially offsetting these decreases was the change in our motorsports event calendar discussed above.

Broadcasting revenue was $14,938,000 in the second quarter of 2009 as compared to $14,077,000 in the second quarter of 2008. The $861,000 increase was primarily related to higher broadcasting revenue for all of our NASCAR-sanctioned events promoted during the second quarter of 2009 and the change in our motorsports event calendar discussed above.

General and administrative expenses remained consistent between the second quarter of 2009 and the second quarter of 2008 at $3,099,000 and $3,122,000, respectively.

Depreciation and amortization expense was $1,617,000 in the second quarter of 2009 as compared to $1,704,000 in the second quarter of 2008. The decrease resulted primarily from the cessation of depreciation expense at our Memphis track which is currently classified as held-for-sale and a reduction in our depreciable asset base resulting from an impairment charge recorded in the fourth quarter of 2008, partially offset by depreciation on assets placed in service in June of 2008 related to our Monster Makeover project in Dover, Delaware.

Net interest expense decreased to $732,000 in the second quarter of 2009 as compared to $1,032,000 in the second quarter of 2008 due primarily to a lower average interest rate.

Loss on sale of investments was $102,000 in the second quarter of 2009 and related solely to losses on the sale of available-for-sale securities.

Our effective income tax rates for the second quarter of 2009 and 2008 were 43.8% and 48.9%, respectively. The change in our effective income tax rate from the prior year rate was primarily due to the changes in the mix of taxable income and losses within our various subsidiaries. Certain subsidiaries had state taxable income which resulted in state income tax expense; however, other subsidiaries with state tax losses have no state income tax benefits based upon the valuation allowances that we have recorded in connection with state net operating loss carryforwards.

Six Months Ended June 30, 2009 vs. Six Months Ended June 30, 2008

Admissions revenue was $11,953,000 in the first six months of 2009 as compared to $14,736,000 in the first six months of 2008. We promoted seven major events during the first six months of 2009 and 2008. The $2,783,000 decrease was primarily related to lower admissions revenue at our June NASCAR event weekend at Dover International Speedway and to a lesser extent lower admissions at all other major events we promoted during the six months. We believe the decrease in attendance was attributable in part to the aforementioned economic conditions.

Event-related revenue was $8,779,000 in the first six months of 2009 as compared to $12,352,000 in the first six months of 2008. The $3,573,000 decrease was primarily related to lower luxury suite rentals and concession sales at our June NASCAR Sprint Cup Series event at Dover International Speedway and lower sponsorship revenues at all events we promoted during the first six months of 2009 as a result of the aforementioned economic conditions. Additionally, a large event held at our Gateway International Raceway facility in June of 2008 was not held in 2009.

Broadcasting revenue was $14,938,000 in the first six months of 2009 as compared to $14,786,000 in the first six months of 2008. The $152,000 increase was primarily related to higher broadcasting revenue for all of our NASCAR-sanctioned events promoted during the first six months of 2009.

Operating and marketing expenses were $25,346,000 in the first six months of 2009 as compared to $26,718,000 in the first six months of 2008. The $1,372,000 decrease primarily related to cost savings at all major events promoted in the first six months of 2009 and a reduction in expenses due to the lower event-related revenues.

General and administrative expenses decreased slightly between the first six months of 2009 and the first six months of 2008 from $6,157,000 to $6,289,000, respectively.

Depreciation and amortization expense was $3,182,000 in the first six months of 2009 as compared to $3,366,000 in the first six months of 2008. The decrease resulted primarily from the cessation of depreciation expense at our Memphis track which is currently classified as held-for-sale and a reduction in our depreciable asset base resulting

Net interest expense decreased to $1,512,000 in the first six months of 2009 as compared to $2,102,000 in the first six months of 2008 due to a lower average interest rate and lower average outstanding borrowings on our credit facility.

Loss on sale of investments was $102,000 in the first six months of 2009 and related solely to losses on the sale of available-for-sale securities.

Our effective income tax rates for the first six months of 2009 and 2008 were (34.2%) and 50.8%, respectively. The change in our effective income tax rate from the prior year rate was primarily due to the changes in the mix of taxable income and losses within our various subsidiaries. Certain subsidiaries had state taxable income which resulted in state income tax expense; however, other subsidiaries with state tax losses have no state income tax benefits based upon the valuation allowances that we have recorded in connection with state net operating loss carryforwards.

Liquidity and Capital Resources

Our operations are seasonal in nature with a majority of our motorsports events occurring during the second and third quarters. However, our cash flows from operating activities are more evenly spread throughout the year, primarily due to the impact of advance ticket sales and other event-related cash receipts, such as sponsorship and luxury suite rentals.

Net cash provided by operating activities increased to $9,997,000 for the six months ended June 30, 2009 from $4,644,000 for the six months ended June 30, 2008 primarily due to the timing of receipt of our broadcasting revenue related to our June NASCAR-sanctioned event at Dover International Speedway. For the 2009 event, we received all of the broadcast revenue by June 30, 2009. For the 2008 event, we received a large portion of the broadcast revenue in July 2008. Partially offsetting this increase in cash provided by operation activities was a decrease in advance collections from customers.

Net cash used in investing activities was $490,000 for the six months ended June 30, 2009 as compared to $5,857,000 for the six months ended June 30, 2008. Capital expenditures were $1,817,000 in the first six months of 2009, down from $6,082,000 in the first six months of 2008. The 2009 additions related primarily to the Monster Makeover project, including racetrack improvements at our Dover facility. The 2008 additions also related primarily to the Monster Makeover project, including the construction of a new entranceway, fan zone and medical center placed in service in the second quarter of 2008, and the renovation and construction of other fan amenities at our Dover facility. Changes in our restricted cash accounts were $1,325,000 and $275,000 for the six month periods ended June 30, 2009 and 2008, respectively.

Net cash used in financing activities was $9,281,000 for the six months ended June 30, 2009 as compared to net cash provided by financing activities of $2,004,000 for the six months ended June 30, 2008. We had net repayments on our outstanding line of credit of $7,400,000 in the first six months of 2009. We had an increase in borrowings on our line of credit of $3,100,000 in the first six months of 2008. Our ability to repay our line of credit in the second quarter of 2009 was primarily due to the aforementioned timing of the receipt of our broadcast revenue. Repayments of our outstanding SWIDA bonds were $1,129,000 for the first six months of 2009 as compared to $110,000 for the first six months of 2008. We paid $733,000 in cash dividends in the first six months of 2009 as compared to $1,092,000 in the first six months of 2008. During the first six months of 2009 and 2008, we purchased and retired 12,785 and 20,877 shares of our common stock at an average purchase price of $1.51 and $6.56 per share, respectively.

On July 29, 2009, our Board of Directors announced that it voted to suspend the declaration of regular quarterly cash dividends on all classes of our common stock. The Board believes that this action is prudent given current economic conditions. We anticipate that this suspension will continue through the end of 2009 and we will consider the resumption of a regular dividend in 2010 taking into consideration our financial performance and condition, our capital requirements, and general economic and industry conditions at such time.

Material adverse changes in our results of operations could impact our ability to maintain financial ratios necessary to satisfy these requirements. There was $34,800,000 outstanding under the credit facility at June 30, 2009, at a weighted average interest rate of 2.2%. After consideration of stand-by letters of credit outstanding, borrowings of $15,526,000 were available pursuant to the credit facility at June 30, 2009. Based on projected future results, our ability to maintain compliance with the financial covenants in our revolving credit facility will likely be impacted in the third quarter. As discussed in NOTE 2 - Liquidity of the consolidated financial statements included elsewhere in this document, we are currently working with the lenders to amend the provisions of the credit agreement including the revision of the financial covenants to levels that we believe we will be able to maintain compliance with for at least the next twelve months. The projected noncompliance with our revolving credit facility raises substantial doubt about our ability to continue as a going concern. While we are negotiating an amendment to the credit facility based on a draft commitment letter from our lenders, the amendment has not been executed as of the due date for our Form 10-Q. We believe that the amendment will be finalized within the next few days; however, without the formal amendment being executed there is no assurance that the projected financial covenant violations projected in the third quarter based upon the pre amendment financial covenants will not result in the acceleration of all of our outstanding debt which would have a material adverse effect on our liquidity and financial position.

Effective October 21, 2005, we entered into an interest rate swap agreement that effectively converted $37,500,000 of our variable-rate debt to a fixed-rate basis, thereby hedging against the impact of potential interest rate changes. The notional amount of the swap agreement decreased to $30,000,000 on November 1, 2006, to $20,000,000 on November 1, 2007, and to $10,000,000 on November 1, 2008. The agreement terminates on November 1, 2009. Under this agreement, we pay a fixed interest rate of 4.74%. In return, the issuing lender refunds to us the variable-rate interest paid to the bank group under our revolving credit agreement on the same notional principal amount, excluding the margin that varies between 125 and 200 basis points depending on the leverage ratio (200 basis points at June 30, 2009).

Our wholly-owned subsidiary, Midwest Racing, Inc., entered into a stock purchase agreement dated January 28, 2009, to sell Memphis Motorsports Park to Gulf Coast Entertainment, L.L.C. Under the terms of the agreement, Midwest Racing will sell all of the stock of its wholly-owned subsidiary, Memphis International Motorsports Corporation, the owner of Memphis Motorsports Park, to Gulf Coast for $10,000,000 in cash. Gulf Coast is the owner of Alabama Motorsports Park, a proposed multi-use entertainment complex expected to be constructed in Mobile, Alabama. As additional consideration for the purchase, we will receive a two percent non-dilutable interest in Gulf Coast and expect to enter into an agreement to provide motorsports management services to Alabama Motorsports Park when the facilities become operational. Closing under the stock purchase agreement, as amended, had been scheduled for June 29, 2009, but Gulf Coast has not finalized its project financing. We are currently in the process of negotiating an amendment to the stock purchase agreement which would allow the buyer to extend the closing date to September 29, 2009 for additional consideration.

We promoted 1 NASCAR Camping World Truck Series event in the second quarter of 2009 and are scheduled to promote 1 NASCAR Nationwide Series event and 1 NHRA event in the fourth quarter of 2009 at our Memphis location. Although we will no longer own this facility after the close of the sale, we expect to enter into an agreement with Gulf Coast to provide management services for the Memphis facility.

Contractual Obligations

At June 30, 2009, we had the following contractual obligations and other
commercial commitments:



                                                                     Payments Due by Period
                                        Total          2009       2010 - 2011     2012 - 2013    Thereafter
Revolving line of credit             $ 34,800,000   $        -    $ 34,800,000   $          -    $        -
SWIDA bonds(b)                          2,972,000            -       2,580,000         392,000            -

Total debt                             37,772,000            -      37,380,000         392,000            -
Estimated interest payments on
revolving line of credit(a)             1,740,000       539,000      1,201,000              -             -
Interest payments on SWIDA
bonds(b)                                  472,000       137,000        317,000          18,000            -
Operating leases                        4,695,000       177,000        500,000         331,000     3,687,000
Pension contributions(c)                  385,000       385,000             -               -             -

Total contractual cash obligations   $ 45,064,000   $ 1,238,000   $ 39,398,000   $     741,000   $ 3,687,000

(a) The future interest payments on our revolving credit agreement were estimated using the current outstanding principal as of June 30, 2009 and related interest rates. For $10,000,000 of our outstanding borrowings, we used the fixed interest rate per the interest rate swap agreement. For the remaining $24,800,000 of our outstanding borrowings, we used our interest rates as of June 30, 2009.

(b) In 1996, Midwest Racing entered into an agreement with SWIDA to receive the proceeds from the "Taxable Sports Facility Revenue Bonds, Series 1996 (Gateway International Motorsports Corporation Project)," a Municipal Bond Offering, in the aggregate principal amount of $21,500,000, of which $2,972,000 was outstanding at June 30, 2009. SWIDA loaned all of the proceeds from the Municipal Bond Offering to Midwest Racing for the purpose of the redevelopment, construction and expansion of Gateway. The proceeds of the SWIDA bonds were irrevocably committed to complete construction of Gateway, to fund interest, to create a debt service reserve fund and to pay for the cost of issuance of the bonds. The repayment terms and debt service reserve requirements of the bonds issued in the Municipal Bond Offering correspond to the terms of the SWIDA bonds. The bonds are being amortized through February 2012.

We have established certain restricted cash funds to meet debt service as required by the SWIDA bonds, which are held by the trustee (BNY Trust Company of Missouri). At June 30, 2009, $3,894,000 of cash and cash equivalents were restricted by the SWIDA bonds and are appropriately classified as a non-current asset in our consolidated balance sheet. The SWIDA bonds are secured by a first mortgage lien on all the real property owned and a security interest in all property leased by Gateway. Also, the SWIDA bonds are unconditionally guaranteed by Midwest Racing. The SWIDA bonds bear interest at a rate of 9.2%. In addition, a portion of the property taxes to be paid by Gateway (if any) to the City of Madison Tax Incremental Fund have been pledged to the annual retirement of debt and payment of interest.

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 the operation of Nashville Superspeedway, of which $22,300,000 was outstanding at June 30, 2009. Annual principal payments range from $600,000 in September 2009 to $1,600,000 in 2029 and are payable solely from sales taxes and incremental property taxes generated from the facility. These bonds are direct obligations of the Sports Authority and are therefore not recorded on our consolidated balance sheet. If the sales taxes and incremental property taxes are insufficient for 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. A significant increase in interest rates could result in us being responsible for debt service payments not covered by the sales and incremental property taxes generated from the facility. In the event we were unable to make the payments, they would be made pursuant to a $22,674,000 irrevocable direct-pay letter of credit issued by our bank group.

We believe that the sales taxes and incremental property taxes generated from the facility will continue to satisfy the necessary debt service requirements of the bonds through the maturity date in 2029. As of June 30, 2009 and December 31, 2008, $1,446,000 and $549,000, 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 the year ended December 31, 2008, we paid $1,165,000 into the sales and incremental property tax fund and $1,151,000 was deducted from the fund for principal and interest payments. If the debt service is not satisfied from the sales and incremental property taxes generated from the facility, a portion of the bonds would become our liability. 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.

We have not included our non current income taxes payable of $8,837,000 which is classified in accordance with FASB Interpretation No. 48 in the contractual obligations disclosure since we cannot reasonably estimate the period of potential cash settlement for unrecognized tax benefits.

Related Party Transactions

See NOTE 9 - 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 June 30, 2009, our valuation allowance net of federal income taxes was $8,657,000, which increased by $300,000 in the first six months of 2009, on deferred tax assets related to state net operating loss carry-forwards. 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

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