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 any ancillary media rights fees.

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. Barter transactions accounted for $222,000 and $305,000 of total revenues for the three and six-month periods ended June 30, 2012 or 2011.

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. These expenses include prize and point fund monies and sanction fees paid to various sanctioning bodies, including NASCAR, marketing and other expenses associated with the promotion of our racing events.

Results of Operations

Three Months Ended June 30, 2012 vs. Three Months Ended June 30, 2011

Admissions revenue was $5,323,000 in the second quarter of 2012 as compared to $6,716,000 in the second quarter of 2011. The $1,393,000 decrease was related to lower admissions revenue at our spring NASCAR event weekend at Dover International Speedway and the fact that we promoted fewer events in 2012. While attendance for our Dover weekend increased in 2012, admissions revenue decreased due to discounted ticket prices. Additionally, we promoted three events during the second quarter of 2012 compared to five events during the second quarter of 2011. Two events during the second quarter of 2011 were promoted by our Nashville Superspeedway facility. These events did not occur in 2012 since we no longer promote NASCAR events at that facility.

Event-related revenue was $3,962,000 in the second quarter of 2012 as compared to $4,548,000 in the second quarter of 2011. The $586,000 decrease was primarily related to us no longer promoting major racing events at our Nashville facility, partially offset by an increase in hospitality tent rentals and expo space revenues at our spring NASCAR event weekend at Dover International Speedway.

Broadcasting revenue decreased to $14,434,000 in the second quarter of 2012 from $15,115,000 in the second quarter of 2011 due to us no longer promoting major racing events at our Nashville facility and from lower ancillary broadcasting rights revenue.

Operating and marketing expenses were $12,528,000 in the second quarter of 2012 as compared to $15,488,000 in the second quarter of 2011. The decrease was primarily due to lower expenses at our Nashville facility as a result of us no longer promoting major racing events at the facility.

General and administrative expenses were $1,765,000 in the second quarter of 2012 as compared to $2,146,000 in the second quarter of 2011. The decrease was primarily related to lower employee expenses at our Dover and Nashville facilities.

Depreciation expense decreased to $830,000 in the second quarter of 2012 as compared to $1,340,000 in the second quarter of 2011. The decrease was primarily related to cessation of depreciation after the impairment of all depreciable assets of our Nashville facility in the third quarter of 2011.

Net interest expense was $372,000 in the second quarter of 2012 as compared to $592,000 in the second quarter of 2011. The decrease was due primarily to lower average borrowings as well as a lower average interest rate.

Our effective income tax rates for the second quarters of 2012 and 2011 were 40.8% and 42.2%, respectively.

Six Months Ended June 30, 2012 vs. Six Months Ended June 30, 2011

Admissions revenue was $5,323,000 in the first six months of 2012 as compared to $6,716,000 in the first six months of 2011. The $1,393,000 decrease was related to lower admissions revenue at our NASCAR event weekends at Dover International Speedway and the fact that we promoted fewer events in 2012. While attendance for our Dover weekend increased in 2012, admissions revenue decreased due to discounted ticket prices. Additionally, we promoted three events during the first six months of 2012 compared to five events during the first six months of 2011. Two events during the first half of 2011 were promoted by our Nashville Superspeedway facility. These events did not occur in 2012 since we no longer promote NASCAR events at that facility.

Event-related revenue was $4,081,000 in the first six months of 2012 as compared to $4,578,000 in the first six months of 2011. The $497,000 decrease was primarily related to us no longer promoting major racing events at our Nashville facility, partially offset by an increase in hospitality tent rentals and expo space revenues at our NASCAR event weekend at Dover International Speedway.

Broadcasting revenue decreased to $14,434,000 in the first six months of 2012 from $15,115,000 in the first six months of 2011 due to us no longer promoting major racing events at our Nashville facility and from lower ancillary broadcasting rights revenue.

Operating and marketing expenses were $13,628,000 in the first six months of 2012 as compared to $16,776,000 in the first six months of 2011. The decrease was primarily due to lower expenses at our Nashville facility as a result of us no longer promoting major racing events at the facility.

General and administrative expenses were $3,735,000 in the first six months of 2012 as compared to $4,297,000 in the first six months of 2011. The decrease was primarily related to lower employee expenses at our Dover and Nashville facilities.

Depreciation expense decreased to $1,667,000 in the first six months of 2012 as compared to $2,753,000 in the first six months of 2011. The decrease was primarily related to cessation of depreciation after the impairment of all depreciable assets of our Nashville facility in the third quarter of 2011.

Net interest expense was $773,000 in the first six months of 2012 as compared to $1,433,000 in the first six months of 2011. The decrease was due primarily to lower average borrowings as well as a lower average interest rate pursuant to our new credit facility entered into on April 12, 2011.

Our effective income tax rates for the first six months of 2012 and 2011 were 44.8% and 66.1%, respectively. The higher effective income tax rate in the prior year was primarily due to the mix of taxable income and losses within our subsidiaries. One subsidiary 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 carry-forwards.

Liquidity and Capital Resources

Our operations and cash flows from operating activities are seasonal in nature with a majority of our motorsports events occurring during the second and third quarters this year.

Net cash used in operating activities was $2,501,000 for the six months ended June 30, 2012 as compared to net cash provided by operating activities $5,886,000 for the six months ended June 30, 2011. Broadcasting revenue of $10,339,000 related to our spring 2012 NASCAR event weekend at Dover International Speedway was received in July 2012. As of June 30, 2011, all broadcasting revenue for the 2011 spring Dover NASCAR events had been received. Partially offsetting this decrease was the increase in earnings before income taxes.

Net cash used in investing activities was $220,000 for the six months ended June 30, 2012 and related to capital improvements at our Dover facility. Net cash provided by investing activities was $1,683,000 for the six months ended June 30, 2011. Capital expenditures were $191,000 for the six months ended June 30, 2011 and related primarily to replacement of SAFER barriers at our Nashville facility and improvements to our luxury skybox suites at our Dover facility. We completed the sale of our Memphis facility in January 2011 which resulted in additional net proceeds of $1,875,000.

Net cash provided by financing activities was $2,713,000 for the six months ended June 30, 2012 as compared to net cash used in financing activities $7,283,000 for the six months ended June 30, 2011. We had net borrowings on our outstanding line of credit of $2,740,000 in the first six months of 2012 as compared to net repayments of $6,800,000 in the first six months of 2011. Broadcasting revenue related to our spring NASCAR event weekend at Dover International Speedway was received in July 2012 as compared to June 2011.

At June 30, 2012, Dover Motorsports, Inc. and its wholly owned subsidiaries Dover International Speedway, Inc. and Nashville Speedway, USA, Inc., as co-borrowers, had a $60,000,000 secured credit agreement with a bank group. There was $31,900,000 outstanding under the credit facility at June 30, 2012, at an interest rate of 2.5%. The maximum borrowing limit under the facility reduces to $55,000,000 as of March 31, 2013 and the facility expires April 12, 2014. The credit facility provides for seasonal funding needs, capital improvements, letter of credit requirements and other general corporate purposes. Interest is based upon LIBOR plus a margin that varies between 200 and 325 basis points depending on the leverage ratio (225 basis points at June 30, 2012). The terms of the credit facility contain certain covenants including minimum interest coverage and maximum funded debt to earnings before interest, taxes, depreciation and amortization. Material adverse changes in our results of operations could impact our ability to maintain financial ratios necessary to satisfy these requirements. We expect to be in compliance with the financial covenants, and all other covenants, for all measurement periods during the next twelve months. In addition, the credit agreement includes a material adverse change clause, prohibits the payment of dividends by us and provides the lenders with a first lien on all of our assets. The credit facility also provides that if we default under any other loan agreement, that would be a default under this facility. At June 30, 2012, we were in compliance with the terms of the credit facility. After consideration of stand-by letters of credit outstanding, the remaining maximum borrowings available pursuant to the credit facility were $7,460,000 at June 30, 2012; however, in order to maintain compliance with the required quarterly debt covenant calculations as of June 30, 2012 $6,944,000 could have been borrowed as of that date.

On August 3, 2011, we announced that our wholly-owned subsidiary Nashville Superspeedway notified NASCAR that it would not seek 2012 sanction agreements for its two Nationwide Series and two Camping World Truck Series events and therefore we no longer promote NACAR events at this facility. We continue to use the track for NASCAR team testing and are currently evaluating all of our options for the facility. We incurred a non-cash impairment charge of $15,687,000 and severance costs of approximately $150,000 in the third quarter of 2011 as a result of this event. Additionally, we recorded a $2,250,000 provision for contingent obligation reflecting the present value of the estimated portion of the Wilson County bonds debt service that may not be covered by the projected sales and incremental property taxes from the facility (see NOTE 10 - Commitments and Contingencies for further discussion). Due to a change in interest rates during the first six months of 2012, we reduced the provision for contingent obligation by $249,000 and $284,000, net, in the three and six-month periods ended June 30, 2012. The provision for contingent obligation is $1,965,000 at June 30, 2012.

We promoted ten events in 2011 and are scheduled to promote six events in 2012, all of which will be sanctioned by NASCAR and held at our Dover International Speedway facility.

Cash provided by operating activities is expected to substantially fund our capital expenditures. Based on current business conditions, we expect to spend approximately $50,000 - $200,000 on capital expenditures for the remainder of 2012. Additionally, we expect to contribute approximately $200,000 to our pension plans for 2012, of which $101,000 was contributed in the first six months of 2012. We expect continued cash flows from operating activities and funds available from our credit agreement to provide for our working capital needs and capital spending requirements at least through the next twelve months and also provide for our long-term liquidity.

Contractual Obligations



At June 30, 2012, we had the following contractual obligations and other
commercial commitments:



                                                                   Payments Due by Period
                                     Total          2012       2013 - 2014      2015 - 2016     Thereafter
Revolving line of credit          $ 31,900,000    $       -    $ 31,900,000    $           -    $         -
Estimated interest payments on
revolving line of credit(a)          1,416,000      398,000       1,018,000                -              -
Contingent obligation(b)             1,965,000            -               -                -      1,965,000
Operating leases                       101,000       53,000          35,000           13,000              -
Pension contributions                   99,000       99,000               -                -              -
Total contractual cash
obligations                       $ 35,481,000    $ 550,000    $ 32,953,000    $      13,000    $ 1,965,000

(b) 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 $20,300,000 was outstanding at June 30, 2012. Annual principal payments range from $700,000 in September 2012 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. 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 pursuant to a $20,640,000 irrevocable direct-pay letter of credit issued by our bank group.

As of June 30, 2012 and December 31, 2011, $2,475,000 and $1,534,000, 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 2011, we paid $1,075,000 into the sales and incremental property tax fund and $741,000 was deducted from the fund for principal and interest payments. 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.

On August 3, 2011, we announced that our wholly-owned subsidiary Nashville Superspeedway notified NASCAR that it would not seek 2012 sanction agreements for its two Nationwide Series and two Camping World Truck Series events and therefore we no longer promote NACAR events at this facility. We continue to use the track for NASCAR team testing and are currently evaluating all of our options for the facility. We incurred a non-cash impairment charge of $15,687,000 and severance costs of approximately $150,000 in the third quarter of 2011 as a result of this event. Additionally, we recorded a $2,250,000 provision for contingent obligation reflecting the present value of the estimated portion of the Wilson County bonds debt service that may not be covered by the projected sales and incremental property taxes from the facility (see NOTE 10 - Commitments and Contingencies for further discussion). Due to a change in interest rates during the first six months of 2012, we reduced the provision for contingent obligation by $249,000 and $284,000, net, in the three and six-month periods ended June 30, 2012. The provision for contingent obligation is $1,965,000 at June 30, 2012.

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, 2012, our valuation allowance on state net operating loss carry-forwards net of federal income taxes was $12,212,000, which increased by $23,000 in the first six months of 2012. These state net operating losses are related to our Midwest facilities that have not produced taxable income. Valuation allowances fully reserve the state net operating loss carryforwards, net of federal tax benefit. 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.

Over the past six years, we recorded several impairment charges relating to our Midwest tracks to reduce the carrying value of the tracks to their then estimated fair value. Fair value was based on either independent third party appraisals or pending/completed sales transactions.

Determining fair value involves the use of estimates and assumptions. We employ estimates and assumptions that we believe to be reasonable but that are inherently uncertain and subject to change. In certain cases, industry events beyond our control have to be factored into our fair value analysis. Our initial impairment charge in 2006 was to all three Midwest tracks and resulted from a reduction in projected future cash flows based on new broadcast agreements with NASCAR. An additional impairment charge in 2008 resulted from (i) the decline in economic conditions and its impact on our projected operations, (ii) a lower than anticipated allocation of contractual revenue from NASCAR, and (iii) an agreement of sale for one of our Midwest tracks at a selling price lower than its carrying value.

We no longer conduct motorsports events at either of the remaining properties of our former Midwest tracks. We continue to own land with an appraised fair value of approximately $1.3 million near one of our former facilities and have exited from the various property leases under which we previously operated. The appraised fair value of the remaining facility primarily consists of its land value of approximately $30.3 million for approximately 1,386 acres. Additional impairment charges were taken in 2009, 2010 and 2011 and were primarily the result of the expiration in 2009 of an agreement of sale for one track that had previously formed the basis for the track's carrying value, the cessation of operations at another track announced in 2010 and the cessation of operations at the third track announced in 2011. Following these charges, the carrying value of the remaining assets has been reduced primarily to land value.

Fair value for land is determined using valuation techniques such as the comparable sales approach. The primary economic assumptions used in the valuation techniques include: (i) land value which is estimated by comparable transactions; and (ii) that the highest and best use for the land is potential real estate development such as industrial warehouse or light manufacturing development. We review the fair value of the land on a regular basis and it is possible that the assumptions used to value the land can change in the future and this could have a significant effect on the outcome of future valuations.

Accrued Pension Cost

On June 15, 2011, we decided to freeze participation and benefit accruals under our 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 and expected long-term rate of return on assets. Changes in these estimates would impact the amounts that we record in our consolidated financial statements.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended June 30, 2012 that are of significance, or potential significance, to 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.