<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                       __________________________________


                                   FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

                                   OR

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

For the transition period from ________ to ________

                         Commission file number 1-13582


                          SPEEDWAY MOTORSPORTS, INC.
            (Exact name of registrant as specified in its charter)


                      Delaware                         51-0363307
          (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)           Identification No.)


           5555 Concord Parkway South, Concord, North Carolina  28027
            (Address of principal executive offices)        (Zip Code)


                                (704) 455-3239
             (Registrant's telephone number, including area code)
                      __________________________________


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X   No ___
    ---


As of November 13, 2001, there were 41,767,123 shares of common stock
outstanding.
<PAGE>

                                    INDEX TO FORM 10-Q

                                                                  PAGE
                                                                  ----
PART I  - FINANCIAL INFORMATION

ITEM 1.  Consolidated Financial Statements - Unaudited               3

ITEM 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations              18

ITEM 3.  Quantitative and Qualitative Disclosures About             25
         Market Risk

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings                                          26

ITEM 6.  Exhibits and Reports on Form 8-K                           27

SIGNATURES                                                          28

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION
                  Item 1.  Consolidated Financial Statements.

                  SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)
                                  (Unaudited)

                                                    September 30,   December 31,
                                                         2001           2000
                                                       --------       --------
ASSETS
CURRENT ASSETS:
 Cash and cash equivalents........................   $   47,227       $ 30,737
 Accounts receivable..............................       24,207         27,850
 Notes and other receivables from affiliates......       25,579          2,583
 Prepaid income taxes.............................           --          2,946
 Inventories......................................       18,195         16,487
 Prepaid expenses.................................        2,663          2,700
                                                     ----------       --------
  Total Current Assets............................      117,871         83,303
                                                     ----------       --------
Property and Equipment, Net.......................      813,782        798,481
Goodwill and Other Intangible Assets, Net.........       57,231         59,105
Other Assets:
 Speedway condominiums held for sale..............        4,483          4,419
 Notes and other receivables from affiliates......        7,068         21,214
 Notes receivable, other..........................       12,180         11,645
 Other assets.....................................       12,306         13,790
                                                     ----------       --------
  Total Other Assets..............................       36,037         51,068
                                                     ----------       --------
  TOTAL ..........................................   $1,024,921       $991,957
                                                     ==========       ========


                See notes to consolidated financial statements.

                                       3
<PAGE>

                  SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)
                                  (Unaudited)

                                                     September 30,  December 31,
                                                          2001          2000
                                                        --------      --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Current maturities of long-term debt................ $      164      $    168
 Accounts payable....................................      9,074         9,683
 Deferred race event income, net.....................     60,403        72,052
 Accrued income taxes................................     17,575            --
 Accrued interest....................................      2,830         9,591
 Accrued expenses and other liabilities..............     13,944        13,689
                                                      ----------      --------
    Total Current Liabilities........................    103,990       105,183
Long-Term Debt.......................................    398,770       409,929
Payable to Affiliates................................      3,593         3,911
Deferred Income, Net.................................     15,458        17,130
Deferred Income Taxes................................     74,212        74,106
Other Liabilities....................................      1,967         2,357
                                                      ----------      --------
    Total Liabilities................................    597,990       612,616
                                                      ----------      --------

Commitments and Contingencies (Notes 2 and 9)........

STOCKHOLDERS' EQUITY:
 Preferred stock, $.10 par value, shares
  authorized - 3,000,000, no shares issued...........         --            --
 Common stock, $.01 par value, shares authorized -
  200,000,000, issued and outstanding - 41,767,000
  in 2001 and 41,739,000 in 2000.....................        418           417
 Additional paid-in capital..........................    161,753       161,159
 Retained earnings...................................    265,207       218,215
 Accumulated other comprehensive loss - unrealized
  loss on marketable equity securities...............       (447)         (450)
                                                      ----------      --------
    Total Stockholders' Equity.......................    426,931       379,341
                                                      ----------      --------
    TOTAL ........................................... $1,024,921      $991,957
                                                      ==========      ========


                See notes to consolidated financial statements.

                                       4
<PAGE>

                  SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   (In thousands, except per share amounts)
                                  (Unaudited)

                                                      Three Months Ended
                                                      ------------------
                                                          September 30,
                                                        2001      2000
                                                      -------   -------
REVENUES:
 Admissions....................................       $20,147    $20,677
 Event related revenue.........................        24,119     19,572
 Other operating revenue.......................         9,088     11,355
                                                      -------    -------
  Total Revenues...............................        53,354     51,604
                                                      -------    -------
EXPENSES AND OTHER:
 Direct expense of events......................        19,415     18,158
 Other direct operating expense................         9,056     10,102
 General and administrative....................        14,160     13,210
 Depreciation and amortization.................         8,069      7,996
 Interest expense, net.........................         6,459      7,120
 Concession contract rights resolution (Note 2)            --      3,137
 Other income, net.............................           (77)      (405)
                                                      -------    -------
  Total Expenses and Other.....................        57,082     59,318
                                                      -------    -------
Loss Before Income Taxes.......................        (3,728)    (7,714)
Income Tax Benefit.............................        (1,453)    (3,073)
                                                      -------    -------
NET LOSS.......................................       $(2,275)   $(4,641)
                                                      =======    =======

Basic Loss Per Share:
 Basic loss per share (Notes 2 and 6)..........       $ (0.05)   $ (0.11)
                                                      =======    =======
  Weighted average shares outstanding..........        41,757     41,668
 Diluted Loss Per Share:
 Diluted loss per share (Notes 2 and 6)........       $ (0.05)   $ (0.11)
                                                      =======    =======
  Weighted average shares outstanding..........        44,332     44,725

                See notes to consolidated financial statements.

                                       5
<PAGE>

                  SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   (In thousands, except per share amounts)
                                  (Unaudited)

                                                             Nine Months Ended
                                                            -------------------
                                                               September 30,
                                                              2001       2000
                                                            --------   --------
REVENUES:
 Admissions...............................................  $109,886   $112,477
 Event related revenue....................................   157,147    130,068
 Other operating revenue..................................    28,756     35,038
                                                            --------   --------
   Total Revenues.........................................   295,789    277,583
                                                            --------   --------
OPERATING EXPENSES:
 Direct expense of events.................................   104,735     92,075
 Other direct operating expense...........................    25,339     31,074
 General and administrative...............................    44,486     39,463
 Depreciation and amortization............................    24,646     23,616
 Interest expense, net....................................    18,637     20,371
 Expenses of cancelled CART race (Note 2).................     3,469         --
 Concession contract rights resolution (Note 2)...........        --      3,137
 Other income, net........................................    (2,998)      (829)
                                                            --------   --------
  Total Expenses and Other................................   218,314    208,907
                                                            --------   --------
Income Before Income Taxes and Cumulative
 Effect of Accounting Change..............................    77,475     68,676
Income Tax Provision......................................    30,483     27,640
                                                            --------   --------
Income Before Cumulative Effect Of Accounting
 Change...................................................    46,992     41,036
Cumulative Effect of Accounting Change for
 Club Membership Fees (Note 2)............................        --     (1,257)
                                                            --------   --------
NET INCOME................................................  $ 46,992   $ 39,779
                                                            ========   ========

Basic Earnings Per Share:
 Before cumulative effect of accounting change............  $   1.13   $   0.99
   Accounting change (Notes 2 and 6)......................        --      (0.03)
                                                            --------   --------
 Basic earnings per share.................................  $   1.13   $   0.96
                                                            ========   ========
   Weighted average shares outstanding....................    41,747     41,657

Diluted Earnings Per Share:
 Before cumulative effect of accounting change............  $   1.09   $   0.96
   Accounting change (Notes 2 and 6)......................        --      (0.03)
                                                            --------   --------
 Diluted earnings per share...............................  $   1.09   $   0.93
                                                            ========   ========
Weighted average shares outstanding.......................    44,415     44,767

                See notes to consolidated financial statements.

                                       6
<PAGE>

                  SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (In thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                               Accumulated    Total
                                                       Additional                 Other       Stock-
                                        Common Stock     Paid-In    Retained  Comprehensive   holders'
                                       ---------------
                                       Shares  Amount    Capital    Earnings       Loss        Equity
                                       ---------------  ----------  --------- -------------  --------
<S>                                    <C>     <C>      <C>         <C>        <C>            <C>
BALANCE - JANUARY 1, 2001 ...........  41,739    $ 417    $161,159   $218,215         $(450)  $379,341
Net income...........................      --       --          --     46,992            --     46,992
Net unrealized gain on marketable
 equity securities...................      --       --          --         --             3          3
Exercise of stock options............      18       --         392         --            --        392
Issuance of stock under employee
 stock purchase plan.................      10        1         202         --            --        203
                                      -------  -------    --------  ---------  ------------   --------
BALANCE - SEPTEMBER 30, 2001 .......   41,767    $ 418    $161,753   $265,207         $(447)  $426,931
                                      =======  =======    ========  =========  ============   ========
</TABLE>

                See notes to consolidated financial statements.

                                       7
<PAGE>

                 SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                  -------------------
                                                                     September 30,
                                                                    2001       2000
                                                                  --------   --------
<S>                                                               <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income.....................................................  $ 46,992   $ 39,779
 Adjustments to reconcile net income to net cash
  provided by operating activities:
  Cumulative effect of accounting change........................        --      1,257
  Depreciation and amortization.................................    24,646     23,616
  Amortization of deferred income...............................    (3,364)      (866)
  Changes in operating assets and liabilities:
   Accounts receivable..........................................     3,643      2,675
   Prepaid and accrued income taxes.............................    20,521     21,880
   Inventories.................................................     (1,708)    (3,388)
   Accounts payable.............................................      (609)    (7,460)
   Deferred race event income...................................   (11,649)   (30,961)
   Accrued expenses and other liabilities.......................    (6,506)    (6,224)
   Deferred income..............................................        92        597
   Other assets and liabilities.................................       171         89
                                                                  --------   --------
    Net Cash Provided By Operating Activities...................    72,229     40,994
                                                                  --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on long-term debt..........................   (10,801)   (40,090)
  Interest rate swap settlement receipt.........................     1,600         --
  Issuance of stock under employee stock purchase plan..........       203        227
  Exercise of common stock options..............................       392        107
                                                                  --------   --------
   Net Cash Used By Financing Activities........................    (8,606)   (39,756)
                                                                  --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures...........................................   (38,356)   (65,920)
 Proceeds from sale of property held for sale...................        --     40,000
 Purchases of marketable equity securities and other
  investments...................................................       (24)    (2,311)
 Proceeds from sales of marketable equity securities
  and distribution from equity method investee..................       632         21
 Increase in notes and other receivables........................   (11,459)    (5,757)
 Repayment of notes and other receivables.......................     2,074      1,207
                                                                  --------   --------
   Net Cash Used By Investing Activities........................   (47,133)   (32,760)
                                                                  --------   --------
Net Increase (Decrease) In Cash and Cash Equivalents............    16,490    (31,522)
Cash and Cash Equivalents At Beginning Of Period................    30,737     56,270
                                                                  --------   --------
Cash and Cash Equivalents At End Of Period......................  $ 47,227   $ 24,748
                                                                  ========   ========

SUPPLEMENTAL INFORMATION OF NONCASH INVESTING AND
 FINANCING ACTIVITIES:
  Increase in notes receivable for sale of
   LVMS Industrial Park and land................................  $     --   $ 13,254
                                                                  ========   ========
</TABLE>

                See notes to consolidated financial statements.

                                       8
<PAGE>

   The following Notes to Unaudited Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contain "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Words such as "expects", "anticipates",
"approximates", "believes", "estimates", "intends", and "hopes", and variations
of such words and similar expressions are intended to identify such forward-
looking statements. Such statements reflect management's current views, are
based on certain assumptions and are subject to risks and uncertainties. No
assurance can be given that actual results or events will not differ materially
from those projected, estimated, assumed or anticipated in any such forward-
looking statements. Important factors that could result in such differences, in
addition to other factors noted with forward-looking statements, include those
discussed in Exhibit 99.1 to the Company's fiscal 2000 Annual Report on Form 10-
K.

             Notes to Unaudited Consolidated Financial Statements
             ----------------------------------------------------

1. DESCRIPTION OF BUSINESS

  The consolidated financial statements include the accounts of Speedway
Motorsports, Inc. (SMI) and its wholly-owned subsidiaries, Atlanta Motor
Speedway, Inc. (AMS), Bristol Motor Speedway, Inc. (BMS), Charlotte Motor
Speedway LLC and subsidiaries a/k/a Lowe's Motor Speedway at Charlotte (LMSC),
Nevada Speedway LLC d/b/a Las Vegas Motor Speedway (LVMS), Sears Point Raceway
LLC (SPR), Texas Motor Speedway, Inc. (TMS), Speedway Systems LLC d/b/a Finish
Line Events and subsidiaries (FLE), Oil-Chem Research Corp. (ORC), Speedway
Media LLC d/b/a Racing Country USA (RCU), SoldUSA, Inc., and Speedway Funding
Corp. (collectively, the Company).

  See Note 1 to the December 31, 2000 consolidated financial statements for
further description of the Company's business operations, properties and
scheduled events.

2. SIGNIFICANT ACCOUNTING POLICIES

  These unaudited consolidated financial statements should be read in
conjunction with the Company's consolidated financial statements for the fiscal
year ended December 31, 2000 included in its 2000 Annual Report on Form 10-K.

  In management's opinion, these unaudited consolidated financial statements
contain all adjustments necessary for their fair presentation at interim
periods. All such adjustments are of a normal recurring nature.

  The results of operations for interim periods are not necessarily indicative
of operating results that may be expected for the entire year due to the
seasonal nature of the Company's motorsports business.

  Revenue Recognition - The Company recognizes revenues and operating expenses
for all events in the calendar quarter in which conducted except for major
NASCAR and other sanctioned racing events which occur on the last full weekend
of a calendar quarter. When major racing events occur on the last full weekend
of a calendar quarter, the race event revenues and operating expenses are
recognized in the current or immediately succeeding calendar quarter that
corresponds to the calendar quarter of the prior year in which the same major
racing event was conducted. The Company has adopted this accounting policy to
help ensure comparability and consistency between quarterly financial statements
of successive years.

  AMS hosted an Indy Racing Northern Light Series racing event, and BMS hosted a
major NHRA-sanctioned Nationals racing event, in the third quarter of 2000 which
were held in the second quarter of 2001. Changes in race schedules at the
Company's speedways from time to time lessen the comparability of operating
results between quarterly financial statements of successive years.

  Surrounding the attacks that occurred on September 11, 2001, the Company
cancelled

                                       9
<PAGE>

and rescheduled various racing events at TMS previously scheduled in the third
quarter of 2001. NASCAR Craftsman Truck and Indy Racing Northern Light Series
racing events originally scheduled on September 15 and 16, 2001 were rescheduled
to October 5 and 6, 2001, respectively. Also, one UDTRA Pro Dirt Car Series and
two World of Outlaws racing events were cancelled and will not be rescheduled.
Advance ticket and other revenues and direct costs associated with the two
rescheduled events were deferred at September 30, 2001, and will be recognized
when the events are held. As to events not rescheduled, the Company offered
refunds of paid tickets and certain other event revenues, and all non-refundable
event related costs have been expensed in the current period.

  Accounting Change For Club Membership Fees - As reported in the Company's
Annual Report on Form 10-K for fiscal 2000, the operating results for the three
and nine months ended September 30, 2000 were restated for the effects of
retroactive application of an accounting change for net club membership fees.
The operating results for the nine months ended September 30, 2000 also reflect
the cumulative effect of the accounting change as of January 1, 2000, reducing
net income by $1,257,000 after income taxes of $824,000, and basic and diluted
earnings per share by $0.03.

  Notes Receivable, Other - At September 30, 2001, notes receivable of
approximately $12,180,000 are past their scheduled due date. Management is
currently reviewing available recoverability alternatives, and believes property
collateralizing such notes receivable is sufficient to ensure full
collectibility. As such, no allowance for uncollectible amounts has been
recorded.

  Speedway Condominiums Held for Sale - The Company has constructed 46
condominiums at AMS and 76 condominiums at TMS, of which 44 and 66,
respectively, have been sold or contracted for sale as of September 30, 2001.
Speedway condominiums held for sale represent 2 condominiums at AMS and 10
condominiums at TMS which are substantially complete and are being marketed.

  Certain TMS condominium sales contracts provided buyers the right to require
Company repurchase within three years from the purchase date. Gain recognition
was deferred until the buyer's right expired. As of September 30, 2001, all such
buyer rights have expired. Aggregate gains approximating $140,000 and
$2,240,000, before income taxes, were recognized upon expiration of such buyer
rights in the three and nine months ended September 30, 2001, and are included
in other income. There were no gains recognized in the three and nine months
ended September 31, 2000.

  Expenses of Cancelled CART Race - A major Championship Auto Racing Teams
(CART) racing event originally scheduled at TMS on April 29, 2001 was not
conducted as a result of a decision made by CART's sanctioning body. The Company
offered refunds of paid tickets and certain other event revenues. Expenses of
cancelled CART race of approximately $3.5 million represent principally
associated race event costs which were expensed in the quarter ended June 30,
2001 pending ultimate resolution of recovery. In October 2001, the Company's
legal action against CART claiming negligence and breach of contract was settled
for approximately $5.0 million, representing recovery of associated sanction
fees, race purse, and various expenses, lost revenues and other damages. The
effects of settlement will be recognized in the quarter ending December 31,
2001.

  Concession Contract Rights Resolution - In November 1996, the Company acquired
certain tangible and intangible assets and the operations of Sears Point
Raceway. At that time, a third party enjoyed the contract rights to provide
event food, beverage and souvenir merchandising services at SPR whose original
contract was to expire in 2004. Since 1998, the Company's subsidiary Finish Line
Events has provided such services. In September 2000, the Company reacquired
such contract rights for approximately $3.1 million, including legal and other
transaction costs. Management anticipates the present value of estimated net
future benefits under the contract rights as of the resolution date exceeded its
costs.

                                      10
<PAGE>

  Recently Issued Accounting Standards - The Company adopted Statement of
Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative
Instruments and Hedging Activities" as of January 1, 2001. SFAS No. 133
established accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires, among other things, that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. Because the Company had no derivative
instruments on January 1, 2001, adoption had no effect on the Company's
financial statements or disclosures.

  In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations" which requires, among other things, the purchase method
of accounting for business combinations initiated after September 30, 2001,
eliminates the pooling-of-interests method and clarifies the criteria for
recording intangible assets separate from goodwill. The Company believes the
adoption of SFAS No.141 will have no significant impact on its financial
statements.

  In July 2001, SFAS No. 142 "Goodwill and Other Intangible Assets" was issued
specifying, among other things, that goodwill and other intangible assets with
indefinite useful lives will no longer be amortized, but instead will be
evaluated for possible impairment at least annually. Under SFAS No. 142, the
Company will cease amortizing goodwill, including goodwill from past business
combinations, identify appropriate reporting units for purposes of assessing any
possible future impairment of goodwill, and assess goodwill for impairment under
transitional rules. The Company is required to adopt SFAS No.142 on January 1,
2002 and has not determined the impact, if any, that this statement will have on
its consolidated financial position or results of operations. Goodwill
amortization expense amounted to $445,000 and $1.3 million in the three and nine
months ended September 30, 2001.

  In October 2001, SFAS No. 143 "Accounting for Asset Retirement Obligations"
was issued specifying, among other things, the financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. Because the Company presently
does not have asset retirement obligations, adoption is expected to have no
significant impact on the Company's financial statements or disclosures.

  In October 2001, SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-lived Assets" was issued specifying, among other things, the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company is required to adopt SFAS No.144 on January 1, 2002 and has not
determined the impact, if any, that this statement will have on its consolidated
financial position or results of operations.

  Reclassifications - Certain prior year accounts were reclassified to conform
with current year presentation.

3. INVENTORIES

   Inventories as of September 30, 2001 and December 31, 2000 consist of the
following components (in thousands):

<TABLE>
<CAPTION>
                                                                 September 30, December 31,
                                                                        2001          2000
                                                                 ------------- ------------
<S>                                                              <C>           <C>
Souvenirs and apparel.......................................       $   9,472     $  9,421
Finished vehicles, parts and accessories....................           5,609        4,212
Oil additives, food and other...............................           3,114        2,854
                                                                   ---------     --------
   Total....................................................       $  18,195     $ 16,487
                                                                   =========     ========
</TABLE>

4. PROPERTY AND EQUIPMENT

   Construction In Progress - At September 30, 2001, the Company had various

                                      11
<PAGE>

construction projects underway to increase and improve facilities for fan
amenities and make other site improvements at each of its speedways. In
addition, the Company plans to continue major renovations at SPR, including its
ongoing reconfiguration into a "stadium-style" road racing course, adding a
significant number of grandstand and hillside terrace seats, adding luxury
suites, and improving and expanding concessions, restroom and other fan
amenities and facilities. SPR also plans to continue improving and expanding its
on-site roads and available parking, reconfiguring traffic patterns and
entrances to ease congestion and improve traffic flow. The estimated aggregate
cost of capital expenditures in each of 2001 and 2002 will approximate
$55,000,000.

5. LONG-TERM DEBT

   Bank Credit Facility -- The Company has a long-term, secured, senior
revolving credit facility with a syndicate of banks led by Bank of America, N.A.
as an agent and lender (the Credit Facility). The Credit Facility has an overall
borrowing limit of $250,000,000, with a sub-limit of $10,000,000 for standby
letters of credit, matures in May 2004, and is secured by a pledge of the
capital stock and other equity interests of all material Company subsidiaries.
Interest is based, at the Company's option, upon (i) LIBOR plus .5% to 1.25% or
(ii) the greater of Bank of America's prime rate or the Federal Funds rate plus
 .5%. At September 30, 2001 and December 31, 2000, the Company had $90,000,000 in
outstanding borrowings under the Credit Facility.

   Senior Subordinated Notes - At September 30, 2001 and December 31, 2000, the
Company had outstanding 8 1/2% senior subordinated notes in the aggregate
principal amount of $250,000,000 (the Senior Notes). Semi-annual interest
payments are due February 15 and August 15. The Senior Notes are unsecured,
mature in August 2007, and are redeemable at the Company's option after August
15, 2002.

   Convertible Subordinated Debentures - At September 30, 2001 and December 31,
2000, the Company had outstanding 5 3/4% convertible subordinated debentures in
the aggregate principal amount of $55,194,000 and $66,000,000. During the three
and nine months ended September 30, 2001, debentures aggregating $4,306,000 and
$10,806,000 in principal were repurchased substantially at par. Semi-annual
interest payments are due March 31 and September 30. The debentures are
unsecured, mature on September 30, 2003, are convertible into common stock at
the holder's option at $31.11 per share until maturity, and are redeemable at
the Company's option at various redemption prices. As of September 30, 2001 and
2000, 1,774,000 and 2,379,000 shares of common stock would be issuable upon
conversion (see Note 6).

   See Note 5 to the December 31, 2000 Consolidated Financial Statements for
additional discussion of the terms and conditions of the bank credit facility,
senior subordinated notes and convertible subordinated debentures.

   Interest Expense - Interest expense, net for the three months ended September
30, 2001 and 2000 includes interest expense of $7,271,000 and $8,044,000, and
interest income of $812,000 and $924,000. The Company capitalized interest costs
of $509,000 and $648,000 during the three months ended September 30, 2001 and
2000. The weighted-average interest rate on borrowings under the bank revolving
credit facility during the three months ended September 30, 2001 and 2000 was
4.6% and 7.8%.

   Interest expense, net for the nine months ended September 30, 2001 and 2000
includes interest expense of $21,790,000 and $23,358,000, and interest income of
$3,153,000 and $2,987,000. The Company capitalized interest costs of $1,917,000
and $2,445,000 during the nine months ended September 30, 2001 and 2000. The
weighted-average interest rate on borrowings under the bank revolving credit
facility during the nine months ended September 30, 2001 and 2000 was 5.7% and
7.5%.

   Interest Rate Swap - The Company at times uses interest rate swaps for non-
trading purposes to hedge interest rate risk and optimize its combination of
variable and fixed interest rate debt. In June 2001, the Company entered into an
interest rate

                                      12
<PAGE>

swap transaction with a financial institution that provided variable interest
rate features on certain fixed rate senior subordinated debt obligations. The
agreement provided that the Company pay a variable interest rate based on LIBOR,
and that the Company receive a fixed interest rate of 5.9%, on a principal
notional amount of $125,000,000. The swap was designated as a fair value hedge
of the underlying fixed rate debt obligation, and met the conditions for
assuming no ineffectiveness using the short-cut method under Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities".

   In September 2001, the swap agreement was terminated and settled with a
$1,600,000 net payment to the Company. The $1,600,000 net gain was deferred when
received and is being amortized into income as an adjustment to interest expense
over the underlying hedged debt term through August 2007. Interest expense
reflects adjustments of $11,000 in the three and nine months ended September 30,
2001.

6. PER SHARE DATA

   The computation of diluted loss per share was anti-dilutive for the three
months ended September 30, 2001 and 2000; therefore, reported basic and diluted
per share amounts are the same.

   Diluted earnings per share assumes conversion of the convertible debentures
into common stock and elimination of associated interest expense, net of taxes,
on such debt (see Note 5). The following schedule reconciles basic and diluted
earnings per share (dollars and shares in thousands):

<TABLE>
<CAPTION>
                                                             Weighted   Earnings
                                                Net Income   Average     (Loss)
                                                  (Loss)      Shares   Per Share
                                                -----------  --------  ----------
<S>                                             <C>          <C>       <C>
 Three Months Ended
 September 30, 2001:
--------------------
  Basic Loss per share........................     $(2,275)    41,757     $(0.05)
  Dilution adjustments:
   Common stock equivalents - stock options.            --        679
   5 3/4% Convertible debentures..............         479      1,896
                                                   -------     ------
  Diluted loss per share......................     $(1,796)    44,332     $(0.05)
                                                   =======     ======

 Three Months Ended
 September 30, 2000:
--------------------
  Basic loss per share (Note 2)...............     $(4,641)    41,668     $(0.11)
  Dilution adjustments:
   Common stock equivalents - stock options.            --        678
   5 3/4% Convertible debentures..............         598      2,379
                                                   -------     ------
  Diluted loss per share......................     $(4,043)    44,725     $(0.11)
                                                   =======     ======

 Nine months Ended
 September 30, 2001:
--------------------
  Basic earnings per share....................     $46,992     41,747     $ 1.13
  Dilution adjustments:
   Common stock equivalents - stock options.            --        698
   5 3/4% Convertible debentures..............       1,458      1,970
                                                   -------     ------
  Diluted earnings per share..................     $48,450     44,415     $ 1.09
                                                   =======     ======

 Nine months Ended
 September 30, 2000:
--------------------
  Basic earnings per share before cumulative
   effect of accounting change (Note 2).......     $41,036     41,657     $ 0.99
  Cumulative effect of accounting
   change, net of taxes.......................      (1,257)    41,657      (0.03)
                                                   -------                ------
  Basic earnings per share....................      39,779     41,657       0.96
  Dilution adjustments:
   Common stock equivalents - stock options.            --        731
   5 3/4% Convertible debentures..............       1,738      2,379
                                                   -------     ------
  Diluted earnings per share..................     $41,517     44,767     $ 0.93
                                                   =======     ======     ======
</TABLE>

                                      13
<PAGE>

7. RELATED PARTY TRANSACTIONS

   Notes and other receivables at September 30, 2001 and December 31, 2000
include $918,000 and $886,000 due from a partnership in which the Company's
Chairman and Chief Executive Officer is a partner, including accrued interest.
The note bears interest at 1% over prime, is collateralized by certain
partnership land, and is payable on demand. Because the Company does not
anticipate or require repayment before September 30, 2002, the balance has been
classified as a noncurrent asset in the accompanying consolidated balance sheet.

   Notes and other receivables at September 30, 2001 and December 31, 2000
include $6,151,000 and $4,945,000 due from the Company's Chairman and Chief
Executive Officer. The amount due represents premiums paid by the Company under
a split-dollar life insurance trust arrangement on behalf of the Chairman, cash
advances and expenses paid by the Company on behalf of the Chairman, and accrued
interest. The amount due bears interest at 1% over prime and is payable on
demand. Because the Company does not anticipate or require repayment before
September 30, 2002, the balance has been classified as a noncurrent asset in the
accompanying consolidated balance sheet.

   Note and other receivables at September 30, 2001 include $16,287,000 due from
Las Vegas Industrial Park, LLC, an entity owned by the Company's Chairman and
Chief Executive Officer, including accrued interest. At December 31, 2000, notes
and other receivables include $15,383,000 due from Las Vegas Industrial Park,
LLC. In January 2000, the Company sold the 1.4 million square-foot Las Vegas
Industrial Park and 280 acres of undeveloped land to Las Vegas Industrial Park,
LLC for approximately $53.3 million paid in cash of $40.0 million and a note
receivable of $13.3 million. The note bears interest at LIBOR plus 2.00% and is
collateralized by the underlying sold property. Because the note is scheduled to
mature in July 2002, the balance has been classified as a current and noncurrent
asset in the accompanying September 30, 2001 and December 31, 2000 consolidated
balance sheets, respectively.

   From time to time, the Company pays certain expenses and makes cash advances
for various corporate purposes on behalf of Sonic Financial Corp. (Sonic
Financial), a Company affiliate through common ownership, and of Las Vegas
Industrial Park, LLC. At September 30, 2001 and December 31, 2000, notes and
other receivables include $5,733,000 and $940,000 due from Sonic Financial, and
$3,559,000 and $1,643,000 due from Las Vegas Industrial Park, LLC. The amounts
are classified as short-term based on expected repayment dates.

   Amounts payable to affiliates at September 30, 2001 and December 31, 2000
include $2,594,000 for acquisition and other expenses paid on behalf of AMS by
Sonic Financial prior to 1996. Of this amount, approximately $1,800,000 bears
interest at 3.83% per annum. The remainder of the amount bears interest at prime
plus 1%. The entire amount is classified as long-term based on expected
repayment dates. Amounts payable to affiliates at September 30, 2001 and
December 31, 2000 also include $999,000 and $1,317,000 owed to a former LVMS
shareholder and executive officer in equal monthly payments through December
2003 at 6.4% imputed interest.

8. STOCK OPTION PLANS

   Formula Stock Option Plan - In 2001, the Company granted options to four
outside directors to purchase an aggregate of 60,000 and 15,000 shares at
exercise prices per share of $22.31 and $23.21, respectively, representing fair
market value at award dates under the Formula Stock Option Plan.

                                      14
<PAGE>

9. LEGAL PROCEEDINGS AND CONTINGENCIES

  On May 20, 2000, near the end of a NASCAR-sanctioned event hosted at LMSC, a
portion of a pedestrian bridge leading from its track facility to a parking area
failed. In excess of 100 people were injured to varying degrees. Preliminary
investigations indicate the failure was the result of excessive interior
corrosion resulting from improperly manufactured bridge components. All personal
injury claims resulting from this incident are currently being handled by the
bridge's manufacturer, Tindall Corporation, and its insurer.

  To date, 33 separate lawsuits have been filed by individuals claiming injuries
from the bridge failure on May 20, 2000, including 3 new lawsuits filed since
the beginning of the third quarter of 2001. Generally, these lawsuits were filed
against SMI, LMSC, Tindall Corporation and Anti-Hydro International, Inc., in
the North Carolina Superior Courts of Cabarrus, Mecklenburg, Rowan, Union and
Wake Counties, and in the United States District Courts for the Middle District
and Western District of North Carolina, seeking unspecified compensatory and
punitive damages. Discovery has begun in many of the cases but will not be
completed until June 2002. SMI intends to defend itself and denies the
allegations of negligence as well as related claims for punitive damages.
Additional lawsuits involving this incident may be filed in the future.
Management does not believe the outcome of these lawsuits or this incident will
have a material adverse efect on the Company's financial position or future
results of operations. The following additional plaintiffs filed claims in this
matter since the beginning of the third quarter of 2001 on the dates indicated:
Edwin L. King and Patricia C. King, August 27, 2001; Scott A. Hansen and Pamela
C. Hansen, August 28, 2001; and William R. Coltrane, September 6, 2001.

  On January 31, 2001, the Federal Trade Commission (the "FTC") filed a
complaint (the "FTC Complaint") against SMI and its subsidiary, Oil-Chem, in the
United States District Court, Middle District of North Carolina. The FTC is
seeking a judgment to enjoin SMI and Oil-Chem from advertising zMax Power System
for use in motor vehicles and to award equitable relief to redress alleged
injury to consumers.  SMI has filed an answer in this action and discovery has
begun. Management does not believe the outcome of this lawsuit will have a
material adverse effect on the Company's financial position or future results of
operations.

  On March 8, 2001, Larry L. Johnson filed a class action compliant against SMI
and Oil-Chem in the Superior Court of Gaston County, North Carolina. The
plaintiff is seeking unspecified damages for violation of the North Carolina
Unfair and Deceptive Trade Practices Act. The facts alleged to support this
claim are substantially identical to those of the FTC Complaint. The class has
not been certified, but discovery has begun. SMI intends to defend itself
vigorously. Management does not believe the outcome of this lawsuit will have a
material adverse effect on the Company's financial position or future results of
operations.

  On February 8, 2000, a lawsuit, styled Robert L. "Larry" Carrier v. Speedway
Motorsports, Inc. and Bristol Motor Speedway, Inc. was filed in the Chancery
Court for Sullivan County, Tennessee. This suit alleges that SMI and BMS
interfered with the use of a leasehold property rented to the plaintiff by BMS.
The complaint is seeking $15 million in compensatory, and $60 million in
punitive, damages as well as injunctive relief. On August 8, 2001, the trial
court denied all motions for summary judgment previously filed by plaintiff and
the defendant and the matter is being scheduled for trial. SMI believes that the
allegations are without merit and is defending itself vigorously. Management
does not believe the outcome of this lawsuit will have a material adverse effect
on the Company's financial position or future results of operations.

10. CONDENSED NON-GUARANTOR FINANCIAL INFORMATION

  The Company's Credit Facility and Senior Subordinated Notes are joint and
severally guaranteed by all of the Company's wholly-owned subsidiaries except
for certain minor wholly-owned subsidiaries.

  The following table presents condensed consolidating financial information of
the Company's guarantor and non-guarantor subsidiaries as of September 30, 2001
and December 31, 2000 and for the three and nine months ended September 30, 2001
and 2000 (in thousands):
                                      15
<PAGE>

                  Condensed Consolidating Balance Sheets As Of
                    September 30, 2001 and December 31, 2000

<TABLE>
<CAPTION>
                                              September 30, 2001                                December 31, 2000
                                              ------------------                                -----------------
                               Parent             Non-       Elimin-     Consoli-   Parent              Non-       Elimin-  Consoli-
                                Only   Guarantors Guarantors  ations       dated      Only   Guarantors Guarantors ations   dated
                                ----   ---------- ----------  ------     ---------   ----    ---------- ---------- ------   --------
<S>                            <C>      <C>       <C>        <C>       <C>        <C>      <C>        <C>      <C>          <C>
Current assets                  $ 40,279 $ 71,982 $  5,610         --  $  117,871 $ 15,423 $  63,008  $ 7,280  $   (2,408)  $ 83,303
Property and equipment, net....   12,081  799,791    1,910         --     813,782   10,640   784,506    2,685         650    798,481
Goodwill and other intangible
  assets, net..................    4,876   47,746    4,609         --      57,231    5,066    49,314    4,725          --     59,105
Other assets...................   27,439    8,481      117         --      36,037   27,017    24,608      108        (665)    51,068
Advances to and investments
  in subsidiaries, net.........  833,011  (84,972) (14,560) $(733,479)         --  805,871  (227,732) (14,837)   (563,302)        --
                                -------- -------- --------  ---------  ---------- -------- ---------  -------   ---------   --------
Total assets................... $917,686 $843,028 $ (2,314) $(733,479) $1,024,921 $864,017 $ 693,704  $   (39)  $(565,725)  $991,957
                                ======== ======== ========  =========  ========== ======== =========  =======   =========   ========

Current liabilities............ $ 31,202 $ 68,962 $  2,080  $   1,746  $  103,990 $ 15,694 $  86,972  $ 1,983   $     534   $105,183
Long-term debt.................  397,666      220    1,048       (164)   398,770   408,788       305    1,000        (164)   409,929
Other liabilities..............   61,887   33,381      (27)       (11)     95,230   60,194    37,348      (27)        (11)    97,504
                                -------- --------  -------  ---------  ---------- -------- ---------  -------   ---------   --------
Total liabilities..............  490,755  102,563    3,101      1,571     597,990  484,676   124,625    2,956         359    612,616
Total stockholders' equity and
  (deficiency).................  426,931  740,465   (5,415)  (735,050)    426,931  379,341   569,079   (2,995)   (566,084)   379,341
                                -------- --------  -------  ---------  ---------- -------- ---------  -------   ---------   --------
Total liabilities and stock-
holders' equity (deficiency)... $917,686 $843,028  $(2,314) $(733,479) $1,024,921 $864,017 $ 693,704  $   (39)  $(565,725)  $991,957
                                ======== ========  =======  =========  ========== ======== =========  =======   =========   ========
</TABLE>
                Condensed Consolidating Statements Of Operations
             For the Three Months Ended September 30, 2001 and 2000
<TABLE>
<CAPTION>
                                           2001                                             2000
                                           ----                                             ----

                                 Parent           Non-       Elimi-  Cosoli-      Parent            Non-       Elimi-    Consoli-
                                 Only  Guarantors Guarantors nations dated        Only   Guarantors Guarantors nations   dated
                                 ----  ---------- ---------- ------- -----        ----   ---------- ---------- -------   -----
<S>                              <C>    <C>       <C>        <C>      <C>         <C>    <C>       <C>         <C>     <C>
Total revenues.................  $  204  $49,445   $ 3,705         --  $53,354    $   270   $46,885   $4,449         --  $51,604
Total expenses and other.......   2,106   49,354     5,622         --   57,082        893    53,221    5,204         --   59,318
Equity in net income (loss)
  of subsidiaries..............  (1,114)      --        --     $1,114       --     (4,266)       --       --     $4,266
Net income (loss).............. $(2,275) $    56   $(1,170)    $1,114  $(2,275)   $(4,641)  $(3,812)  $ (454)    $4,266  $(4,641)
                                =======  =======   =======     ======  =======    =======   =======   ======     ======  =======
</TABLE>

                Condensed Consolidating Statements Of Operations
              For the Nine Months Ended September 30, 2001 and 2000
<TABLE>
<CAPTION>
                                               2001                                             2000
                                              -----                                             ----

                                 Parent              Non-       Elimi-  Consoli-  Parent            Non-       Elimi-    Consoli-
                                 Only    Guarantors  Guarantors nations dated     Only   Guarantors Guarantors nations   dated
                                 ----    ----------  ---------- ------- -----     ----   ---------- ---------- -------   -----
<S>                             <C>     <C>          <C>        <C>     <C>        <C>     <C>        <C>       <C>       <C>
Total revenues................. $ 1,106 $285,909      $ 8,864         --  $295,789 $   409  $264,110  $13,064         --  $277,583
Total expenses and other.......   6,203  199,252       12,859         --   218,314   3,166   190,554   15,187         --   208,907
Equity in net income (loss)
  of subsidiaries..............  50,138       --           --   $(50,138)       --  41,427        --       --   $(41,427)
Net income (loss).............. $46,992 $ 52,561      $(2,423)  $(50,138) $ 46,992 $39,779   $42,696  $(1,269)  $(41,427) $ 39,779
                                ======= ========      =======   ========  ======== =======   ======= ========   ========  ========
</TABLE>

                                       16
<PAGE>

                Condensed Consolidating Statements Of Cash Flows
              For the Nine Months Ended September 30, 2001 and 2000
<TABLE>
<CAPTION>
                                               2001                                             2000
                                              -----                                             ----
                                 Parent                              Consoli-       Parent               Non-      Consoli-
                                 Only    Guarantors Guarantors        dated         Only   Guarantors Guarantors   dated
                                 ----    ---------- ----------        -----         ----   ---------- ----------   -----
<S>                             <C>      <C>        <C>              <C>         <C>       <C>          <C>        <C>
Net cash provided (used) by
  operations................... $34,687  $ 38,161   $(619)           $ 72,229    $ 12,193  $ 28,541     $ 260      $ 40,994
Net cash used by
  financing activities.........  (8,606)       --      --              (8,606)    (39,756)       --        --       (39,756)
Net cash provided (used) by
  investing activities.........  (7,341)  (39,802)     10             (47,133)     (5,010)  (27,266)     (484)      (32,760)
</TABLE>

                                       17
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

  The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements including the Notes thereto.

Overview

  The Company derives revenues principally from the sale of tickets to
automobile races and other events held at its speedway facilities, from the sale
of food, beverage and souvenirs during such events, from the sale of
sponsorships to companies that desire to advertise or sell their products or
services at such events, and from the licensing of television, cable network and
radio rights to broadcast such events. The Company derives additional revenue
from The Speedway Club at LMSC and The Texas Motor Speedway Club, dining and
entertainment facilities located at the respective speedways, and from Legends
Car operations of 600 Racing, Inc., a wholly-owned subsidiary of LMSC. The
Company also derives additional revenue from Motorsports By Mail LLC (MBM), a
wholesale and retail distributor of racing and other sports related souvenir
merchandise and apparel; from Oil-Chem, which produces an environmentally-
friendly, metal energizer; from Racing Country USA, a nationally syndicated
radio show; from SoldUSA, an internet auction and e-commerce company; and from
Wild Man Industries (WMI), a screen printing and embroidery manufacturer and
distributor of wholesale and retail apparel. MBM is a wholly-owned subsidiary of
FLE, and WMI is a division of FLE.

  The Company classifies its revenues as admissions, event related revenue and
other operating revenue. "Admissions" includes ticket sales for all of the
Company's events. "Event related revenue" includes broadcast rights fees, food,
beverage and souvenir sales, sponsorship fees, promotional and hospitality
revenues, and luxury suite and track rentals. "Other operating revenue" includes
the two Speedway Clubs, Legends Car, industrial park rental, MBM, Oil-Chem,
SoldUSA and WMI revenues. The Company's revenue items produce different
operating margins. Broadcast rights, sponsorships, ticket sales, and luxury
suite and track rentals produce higher margins than concessions and souvenir
sales, as well as sales of Legends Cars, MBM, Oil-Chem, or other operating
revenues.

  The Company classifies its expenses to include direct expense of events and
other direct operating expense, among other things. "Direct expense of events"
principally consists of race purses, sanctioning fees, cost of food, beverage
and souvenir sales, compensation of certain employees and advertising. "Other
direct operating expense" includes the cost of Speedway Clubs, Legends Car,
industrial park rental, MBM, Oil-Chem, SoldUSA and WMI revenues.

  The Company sponsors and promotes outdoor motorsports events. Weather
conditions affect sales of tickets, concessions and souvenirs, among other
things, at these events. Although the Company sells tickets well in advance of
its larger events, poor weather conditions can have a negative effect on the
Company's results of operations.

  Significant growth in the Company's revenues depends, in large part, on
consistent investment in facilities. The Company has several capital projects
underway at each of its speedways.

  The Company does not believe that its financial performance has been
materially affected by inflation. The Company has generally been able to
mitigate the effects of inflation by increasing prices.

Seasonality and Quarterly Results

  In 2001, the Company currently will promote 17 major annual racing events
sanctioned by the National Association for Stock Car Auto Racing, Inc.
("NASCAR"), including ten Winston Cup and seven Busch Grand National Series
racing events. The Company will also promote three Indy Racing Northern Light
Series ("IRL") racing

                                       18
<PAGE>

events, three NASCAR Craftsman Truck Series racing events, four major National
Hot Rod Association ("NHRA") racing events, five World of Outlaws ("WOO") racing
events, and two UDTRA Pro Dirt Car Series ("UDTRA") racing events in 2001. In
2000, the Company derived a substantial portion of its total revenues from
admissions and event related revenue attributable to 17 major NASCAR-sanctioned
racing events, four IRL racing events, two NASCAR Craftsman Truck Series racing
events, three major NHRA racing events, seven WOO racing events, and three
Hav-A-Tampa Dirt Late Model Series ("HAT") racing events. As a result, the
Company's business has been, and is expected to remain, highly seasonal.

  In 2000 and 1999, the Company's second and fourth quarters accounted for 67%
and 68%, respectively, of its total annual revenues and 86% and 89%,
respectively, of its total annual operating income. The Company sometimes
produces minimal operating income or losses during its third quarter when it
hosts only one major NASCAR race weekend.

  Racing schedules may be changed from time to time and can lessen the
comparability of operating results between quarters of successive years and
increase or decrease the seasonal nature of the Company's motorsports business.

  The results of operations for the three and nine months ended September 30,
2001 and 2000 are not indicative of the results that may be expected for the
entire year because of the seasonality discussed above.

  Set forth below is certain comparative summary information with respect to the
Company's scheduled major NASCAR-sanctioned racing events for 2001 and 2000:

                                     Number of scheduled major
                                     NASCAR-sanctioned events
                                     ------------------------
                                       2001             2000
                                       ----             ----
  1st Quarter.....................       4                4
  2nd Quarter.....................       8                8
  3rd Quarter.....................       2                2
  4th Quarter.....................       3                3
                                      ----             ----
    Total.........................      17               17
                                      ====             ====

RESULTS OF OPERATIONS

  AMS hosted an Indy Racing Northern Light Series racing event in the third
quarter of 2000 which was held in the second quarter of 2001. The third quarter
2000 IRL event was hosted under a restructured sanctioning agreement whereby net
event results were included in event related revenue. The second quarter 2001
IRL event results are included in admissions and event related revenues and
direct expense of events. Also, BMS hosted a major NHRA-sanctioned Nationals
racing event in the third quarter of 2000 which was held in the second quarter
of 2001. An IRL racing event hosted by LVMS in the second quarter of 2000,
whereby net events results were included in event related revenue, was not held
in the current period.

  Surrounding the attacks that occurred on September 11, 2001, a NASCAR
Craftsman Truck and an Indy Racing Northern Light Series racing event originally
scheduled at TMS in September 2001 was rescheduled to October 2001. Also, one
UDTRA Pro Dirt Car Series and two World of Outlaws racing events originally
scheduled at TMS in September 2001 were cancelled and will not be rescheduled.

  A major Championship Auto Racing Teams racing event originally scheduled at
TMS in April 2001 was not conducted as a result of a decision made by CART's
sanctioning body. See Note 2 to the September 30, 2001 consolidated financial
statements and Part II - "Item 1. Legal Proceedings" for additional information
on this matter.

                                       19
<PAGE>

Three Months Ended September 30, 2001 Compared To Three Months Ended September
30, 2000

  Total Revenues. Total revenues for the three months ended September 30, 2001
increased by $1.8 million, or 3.4%, over such revenues for the same period in
2000. This improvement was due primarily to an increase in event related
revenue.

  Admissions. Admissions for the three months ended September 30, 2001 decreased
by $530,000, or 2.6%, from such revenue for the same period in 2000. This
decrease was due primarily to BMS hosting a major NHRA-sanctioned Nationals
racing event in the third quarter of 2000 which was held in the second quarter
of 2001. The overall decrease was partially offset by continued growth in
admissions at NASCAR-sanctioned racing events held at BMS during the current
period.

  Event Related Revenue. Event related revenue for the three months ended
September 30, 2001 increased by $4.5 million, or 23.2%, over such revenue for
the same period in 2000. This increase was due primarily to increases in
broadcast rights fees for NASCAR-sanctioned racing events held at BMS during the
current period. The overall increase was partially offset by the IRL racing
event hosted at AMS, and the NHRA racing event hosted at BMS, in the third
quarter of 2000 which were held in the second quarter of 2001.

  Other Operating Revenue. Other operating revenue for the three months ended
September 30, 2001 decreased by $2.3 million, or 20.0%, from such revenue for
the same period in 2000. This decrease was due to decreased MBM sales revenues
and certain FLE revenues associated with outside venues. The decrease was also
due to decreased Oil-Chem revenues associated with reduced advertising while FTC
litigation with Oil-Chem continues. See Part II - "Item 1. Legal Proceedings"
for additional information on this legal matter.

  Direct Expense of Events. Direct expense of events for the three months ended
September 30, 2001 increased by $1.3 million, or 6.9%, over such expense for the
same period in 2000. This increase was due primarily to higher race purses and
sanctioning fees for NASCAR-sanctioned racing events held at BMS during the
current period. The overall increase was partially offset by hosting the IRL
racing event at AMS, and the NHRA racing event at BMS, in the third quarter of
2000 which were held in the second quarter of 2001.

  Other Direct Operating Expense. Other direct operating expense for the three
months ended September 30, 2001 decreased by $1.0 million, or 10.4%, from such
expense for the same period in 2000. This decrease reflects lower operating
costs associated with reduced MBM and certain FLE outside venue revenues in the
current period as compared to the same period in 2000. The decrease was also due
to decreased Oil-Chem revenues associated with reduced advertising while FTC
litigation with Oil-Chem continues.

  General and Administrative. General and administrative expense for the three
months ended September 30, 2001 increased by $950,000, or 7.2%, over such
expense for the same period in 2000. This increase was due to legal and testing
costs associated with the FTC litigation with Oil-Chem, and to increases in
operating costs associated with the growth and expansion at the Company's
speedways and operations.

  Depreciation and Amortization. Depreciation and amortization expense for the
three months ended September 30, 2001 increased by $73,000, or 0.9%, over such
expense for the same period in 2000. This increase results primarily from
additions to property and equipment at the Company's speedways.

  Interest Expense, Net. Interest expense, net for the three months ended
September 30, 2001 was $6.5 million compared to $7.1 million for the same period
in 2000. This decrease was due primarily to lower interest rates on the
revolving Credit Facility and a reduction in outstanding Convertible
Subordinated Debentures during the current period. The overall decrease was
offset by lower capitalized interest during the current period.

                                       20
<PAGE>

  Concession Contract Rights Resolution. Concession contract rights resolution
of $3.1 million for the three months ended September 30, 2000 represents costs
to reacquire the contract rights to provide event food, beverage and souvenir
merchandising services at SPR from a previous provider whose original contract
term expired in 2004, including legal and other transaction costs. The present
value of estimated net future benefits to operations under the contract rights
as of the resolution date is anticipated to exceed its costs.

  Other Income. Other income for the three months ended September 30, 2001
decreased by $328,000, to $77,000, from such income for the same period in 2000.
This decrease was due to a combination of individually insignificant items.

  Income Tax Benefit. The Company's effective income tax rate for the three
months ended September 30, 2001 and 2000 was 39% and 40%, respectively.

  Net Loss. Net loss for the three months ended September 30, 2001 decreased by
$2.4 million or 51.0%, to $2.3 million, as compared to the same period in 2000.
This decrease was due to the factors discussed above.

Nine Months Ended September 30, 2001 Compared To Nine Months Ended September 30,
2000

  Total Revenues. Total revenues for the nine months ended September 30, 2001
increased by $18.2 million, or 6.6%, over such revenues for the same period in
2000. This improvement was due primarily to an increase in event related
revenue.

  Admissions. Admissions for the nine months ended September 30, 2001 decreased
by $2.6 million, or 2.3%, from such revenue for the same period in 2000. This
decrease was due primarily to lower attendance at NASCAR-sanctioned racing
events held at LMSC, LVMS and TMS, an IRL racing event held at TMS, and World of
Outlaws and UDTRA Pro Dirt Car Series racing events held at BMS during the
current period as compared to last year. The overall decrease was partially
offset by increased admissions at NASCAR-sanctioned racing events held at AMS,
BMS and SPR during the current period.

  Event Related Revenue. Event related revenue for the nine months ended
September 30, 2001 increased by $27.1 million, or 20.8%, over such revenue for
the same period in 2000. This increase was due primarily to increases in
broadcast rights fees for NASCAR-sanctioned racing events held during the
current period. The overall increase was partially offset by lower corporate
suite rental, hospitality and other event related revenues during the current
period as compared to the same period in 2000. The overall increase was also
partially offset by the IRL racing event hosted at LVMS in the second quarter of
2000 which was not held in the current period.

  Other Operating Revenue. Other operating revenue for the nine months ended
September 30, 2001 decreased by $6.3 million, or 17.9%, from such revenue for
the same period in 2000. This decrease was due primarily to decreased Oil-Chem
revenues associated with reduced advertising while FTC litigation with Oil-Chem
continues, and to decreased Legends Car, MBM and certain FLE outside venue
revenues.

  Direct Expense of Events. Direct expense of events for the nine months ended
September 30, 2001 increased by $12.7 million, or 13.7%, over such expense for
the same period in 2000. This increase was due primarily to higher race purses
and sanctioning fees for NASCAR-sanctioned racing events. The increase also
reflects the restructured IRL racing event at AMS whereby net event results were
included in event related revenue in 2000, and higher advertising and other
promotional costs for events held during the current period as compared to the
same period in 2000.

  Other Direct Operating Expense. Other direct operating expense for the nine
months ended September 30, 2001 decreased by $5.7 million, or 18.5%, from such
expense for the same period in 2000. This decrease was due primarily to reduced
advertising while FTC litigation with Oil-Chem continues, and to decreased
operating and advertising costs associated with reduced Oil-Chem, Legends Car,
MBM and certain FLE outside venue revenues in the current period as compared to
the same period in 2000.

                                       21
<PAGE>

  General and Administrative. General and administrative expense for the nine
months ended September 30, 2001 increased by $5.0 million, or 12.7%, over such
expense for the same period in 2000. This increase was attributable to increases
in operating costs associated with the growth and expansion at the Company's
speedways and operations, and to legal and testing costs associated with the FTC
litigation with Oil-Chem.

  Depreciation and Amortization. Depreciation and amortization expense for the
nine months ended September 30, 2001 increased by $1.0 million, or 4.4%, over
such expense for the same period in 2000. This increase results primarily from
additions to property and equipment at the Company's speedways.

  Interest Expense, Net. Interest expense, net for the nine months ended
September 30, 2001 was $18.6 million compared to $20.4 million for the same
period in 2000. This decrease was due primarily to lower interest rates on the
revolving Credit Facility, a reduction in outstanding Convertible Subordinated
Debentures during the current period, and to higher interest income earned on
cash investments. The overall decrease was offset by lower capitalized interest
during the current period.

  Expenses of Cancelled CART Race. Expenses of cancelled CART race of $3.5
million for the nine months ended September 30, 2001 represent principally race
event costs associated with the CART-sanctioned race, originally scheduled at
TMS on April 29, 2001, which was not conducted as a result of a decision made by
CART's sanctioning body. See Note 2 to the September 30, 2001 consolidated
financial statements and Part II - "Item 1. Legal Proceedings" for additional
information on this matter.

  Concession Contract Rights Resolution. Concession contract rights resolution
of $3.1 million for the nine months ended September 30, 2000 represents costs to
reacquire the contract rights to provide event food, beverage and souvenir
merchandising services at SPR from a previous provider whose original contract
term expired in 2004, including legal and other transaction costs. The present
value of estimated net future benefits to operations under the contract rights
as of the resolution date is anticipated to exceed its costs.

  Other Income. Other income for the nine months ended September 30, 2001
increased by $2.2 million, to $3.0 million, over such income for the same period
in 2000. This increase results primarily from gains recognized upon expiration
in the current period of buyer rights under certain TMS condominium sales
contracts whereby buyers could require Company repurchase within three years
from date of purchase. Recognition of such gains was deferred until the buyer's
right expired.

  Income Tax Provision. The Company's effective income tax rate for the nine
months ended September 30, 2001 and 2000 was 39% and 40%, respectively.

  Income Before Cumulative Effect of Accounting Change. Income before accounting
change for the nine months ended September 30, 2001 increased by $6.0 million,
or 14.5%, to $47.0 million, over such income for the same period in 2000. This
increase was due to the factors discussed above.

  Cumulative Effect of Accounting Change. Cumulative effect of accounting change
for Club Membership Fees of $1.3 million for the nine months ended September 30,
2000 represents the cumulative effect, net of income taxes of $824,000, as of
January 1, 2000, of the Company's change in revenue recognition policies for
Speedway Club membership fees. Net revenues from membership fees previously were
recognized as income when billed and associated expenses were incurred. Under
the new method, net membership revenues are deferred when billed and amortized
into income over ten years.

  Net Income. Net income for the nine months ended September 30, 2001 increased
by $7.2 million, or 18.1%, to $47.0 million, over such income for the same
period in 2000. This increase was due to the factors discussed above.

                                       22
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

  The Company has historically met its working capital and capital expenditure
requirements through a combination of cash flow from operations, bank borrowings
and other debt and equity offerings. The Company expended significant amounts of
cash in the nine months of 2001 for improvements and expansion at its speedway
facilities. Significant changes in the Company's financial condition and
liquidity during the nine months ended September 30, 2001 resulted primarily
from: (1) net cash generated by operations amounting to $72.2 million, (2)
capital expenditures amounting to $38.4 million, and (3) reducing outstanding
Convertible Subordinated Debentures by $10.8 million. At September 30, 2001, the
Company had $90.0 million in outstanding borrowings under the $250.0 million
Credit Facility.

  Management anticipates that cash from operations, and funds available through
the Credit Facility, will be sufficient to meet the Company's operating needs
through 2002, including planned capital expenditures at its speedway facilities.
Based upon anticipated future growth and financing requirements, management
expects that the Company will, from time to time, engage in additional financing
of a character and in amounts to be determined. The Company may, from time to
time, redeem or retire convertible subordinated debentures and other debt, and
purchase its other securities, depending on liquidity, prevailing market
conditions, as well as such factors as permissibility under the Credit Facility,
the Senior Subordinated Notes, and as the Board of Directors, in its sole
discretion, may consider relevant. While the Company expects to continue to
generate positive cash flows from its existing speedway operations, and has
generally experienced improvement in its financial condition, liquidity and
credit availability, such resources, as well as possibly others, could be needed
to fund the Company's continued growth, including the continued expansion and
improvement of its speedway facilities.

Capital Expenditures

  Significant growth in the Company's revenues depends, in large part, on
consistent investment in facilities. Therefore, the Company expects to continue
to make substantial capital improvements in its facilities to meet increasing
demand and to increase revenue. Currently, a number of significant capital
projects are underway.

  In 2001, the Company continued major renovations at SPR, including its ongoing
reconfiguration and modernization into a "stadium-style" road racing course,
adding up to 25,000 new grandstand seats, 64,000 new hillside terrace seats, and
19 new luxury suites. Also, SPR plans to continue improving and expanding its
on-site roads and available parking, and reconfiguring traffic patterns and
entrances to ease congestion and improve traffic flow. Completion of such
renovation and expansion at SPR is presently scheduled for 2002. In 2001, the
Company continued to further expand concessions, restroom and other fan
amenities for the convenience, comfort and enjoyment of fans, and to continue
improving and expanding its on-site roads and available parking to ease
congestion and improve traffic flow at each of its speedways.

  The estimated aggregate cost of capital expenditures in each of 2001 and 2002
will approximate $55 million. Numerous factors, many of which are beyond the
Company's control, may influence the ultimate costs and timing of various
capital improvements at the Company's facilities, including undetected soil or
land conditions, additional land acquisition costs, increases in the cost of
construction materials and labor, unforeseen changes in the design, litigation,
accidents or natural disasters affecting the construction site and national or
regional economic changes. In addition, the actual cost could vary materially
from the Company's estimates if the Company's assumptions about the quality of
materials or workmanship required or the cost of financing such construction
were to change. Construction is also subject to state and local permitting
processes, which if changed, could materially affect the ultimate cost.

                                       23
<PAGE>

  In addition to expansion and improvements of its existing speedway facilities
and business operations, the Company is continually evaluating new opportunities
that will add value for the Company's stockholders, including the acquisition
and construction of new speedway facilities, the expansion and development of
its existing Legends Cars and Oil-Chem products and markets and the expansion
into complementary businesses.

Dividends

  The Company does not anticipate paying any cash dividends in the foreseeable
future.  Any decision concerning the payment of dividends on the Common Stock
will depend upon the results of operations, financial condition and capital
expenditure plans of the Company, as well as such factors as permissibility
under the Credit Facility, the Senior Subordinated Notes and as the Board of
Directors, in its sole discretion, may consider relevant. The Credit Facility
and Senior Subordinated Notes preclude the payment of any dividends.

Recently Issued Accounting Standards

  The Company adopted Statement of Financial Accounting Standards (SFAS) No. 133
"Accounting for Derivative Instruments and Hedging Activities" as of January 1,
2001. SFAS No. 133 established accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires, among other things, that an
entity recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value. Because the Company had no
derivative instruments on January 1, 2001, adoption had no effect on the
Company's financial statements or disclosures.

  In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations" which requires, among other things, the purchase method
of accounting for business combinations initiated after September 30, 2001,
eliminates the pooling-of-interests method and clarifies the criteria for
recording intangible assets separate from goodwill. The Company believes the
adoption of SFAS No.141 will have no significant impact on its financial
statements.

  In July 2001, SFAS No. 142 "Goodwill and Other Intangible Assets" was issued
specifying, among other things, that goodwill and other intangible assets with
indefinite useful lives will no longer be amortized, but instead will be
evaluated for possible impairment at least annually. Under SFAS No. 142, the
Company will cease amortizing goodwill, including goodwill from past business
combinations, identify appropriate reporting units for purposes of assessing any
possible future impairment of goodwill, and assess goodwill for impairment under
transitional rules. The Company is required to adopt SFAS No.142 on January 1,
2002 and has not determined the impact, if any, that this statement will have on
its consolidated financial position or results of operations. Goodwill
amortization expense amounted to $445,000 and $1.3 million in the three and nine
months ended September 30, 2001.

  In October 2001, SFAS No. 143 "Accounting for Asset Retirement Obligations"
was issued specifying, among other things, the financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. Because the Company presently
does not have asset retirement obligations, adoption is expected to have no
significant impact on the Company's financial statements or disclosures.

  In October 2001, SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-lived Assets" was issued specifying, among other things, the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company is required to adopt SFAS No.144 on January 1, 2002 and has not
determined the impact, if any, that this statement will have on its consolidated
financial position or results of operations.

                                       24
<PAGE>

Near-term Operating Trends

  There are many factors that affect the Company's growth potential, future
operations and financial results. Fiscal 2001 is the Company's first year under
the multi-year consolidated domestic television broadcast and ancillary rights
agreements for NASCAR Winston Cup and Busch Grand National Series events. These
new agreements are expected to provide the Company with future increases in
contracted broadcasting and other ancillary revenues. Total combined revenues
under the domestic broadcast and ancillary rights agreements could approximate
up to $67 million in 2001, representing a $37 million increase over 2000. These
new rights agreements have associated increases in purse and sanction fees.

  The recent national attacks of September 11, 2001 have raised a combination of
unforeseen factors never before encountered, including public concerns regarding
air travel, military actions, and additional national or local catastrophic
incidents. These factors, in an already challenging economy, are affecting
consumer and corporate spending sentiment. Economic conditions and competitive
racing also can affect ticket and other sales. Management believes long-term
ticket demand, including corporate marketing and promotional spending, should
continue to grow. However, near-term ticket sales, particularly to corporate
customers, and suite rentals, hospitality and other event revenues have been,
and may continue to be, adversely impacted by circumstances arising from recent
national tragedies and challenging economic conditions. Management decided not
to increase many ticket and concession prices at least for 2001 to help foster
fan support and mitigate any near term weakness.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  Interest Rate Risk. The Company's financial instruments with market risk
exposure consist only of bank revolving Credit Facility borrowings which are
sensitive to changes in interest rates. The Company's Senior Subordinated Notes
and Convertible Subordinated Debentures are fixed interest rate debt
obligations. A change in interest rates of one percent on the Credit Facility
balance outstanding at September 30, 2001 would cause a change in annual
interest expense of approximately $900,000.

  Equity Price Risk. The Company has marketable equity securities, all
classified as "available for sale." Such investments are subject to price risk,
which the Company attempts to minimize generally through portfolio
diversification.

  As of and during the three and nine months ended September 30, 2001, the
Company repurchased Convertible Subordinated Debentures aggregating $4.3 million
and $10.8 million in principal at substantially par, and entered into and
settled an interest rate swap agreement. See Note 5 to the accompanying
September 30, 2001 financial statements for additional information on the terms
and conditions of the Company's debt obligations and swap agreement. There have
been no other significant changes in the Company's interest rate risk or equity
price risk as of and during the three and nine months ended September 30, 2001.

                                       25
<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

  On May 20, 2000, near the end of a NASCAR-sanctioned event hosted at LMSC, a
portion of a pedestrian bridge leading from its track facility to a parking area
failed. In excess of 100 people were injured to varying degrees. Preliminary
investigations indicate the failure was the result of excessive interior
corrosion resulting from improperly manufactured bridge components. All personal
injury claims resulting from this incident are currently being handled by the
bridge's manufacturer, Tindall Corporation, and its insurer.

  To date, 33 separate lawsuits have been filed by individuals claiming injuries
from the bridge failure on May 20, 2000, including 3 new lawsuits filed since
the beginning of the third quarter of 2001. Generally, these lawsuits were filed
against SMI, LMSC, Tindall Corporation and Anti-Hydro International, Inc., in
the North Carolina Superior Courts of Cabarrus, Mecklenburg, Rowan, Union and
Wake Counties, and in the United States District Courts for the Middle District
and Western District of North Carolina, seeking unspecified compensatory and
punitive damages. Discovery has begun in many of the cases but will not be
completed until June 2002. SMI intends to defend itself and denies the
allegations of negligence as well as related claims for punitive damages.
Additional lawsuits involving this incident may be filed in the future.
Management does not believe the outcome of these lawsuits or this incident will
have a material adverse effect on the Company's financial position or future
results of operations. The following additional plaintiffs filed claims in this
matter since the beginning of the third quarter of 2001 on the dates indicated:
Edwin L. King and Patricia C. King, August 27, 2001; Scott A. Hansen and Pamela
C. Hansen, August 28, 2001; and William R. Coltrane, September 6, 2001.

  On January 31, 2001, the Federal Trade Commission (the "FTC") filed a
complaint (the "FTC Complaint") against SMI and its subsidiary, Oil-Chem, in the
United States District Court, Middle District of North Carolina. The FTC is
seeking a judgment to enjoin SMI and Oil-Chem from advertising zMax Power System
for use in motor vehicles and to award equitable relief to redress alleged
injury to consumers.  SMI has filed an answer in this action and discovery has
begun. Management does not believe the outcome of this lawsuit will have a
material adverse effect on the Company's financial position or future results of
operations.

  On March 8, 2001, Larry L. Johnson filed a class action compliant against SMI
and Oil-Chem in the Superior Court of Gaston County, North Carolina. The
plaintiff is seeking unspecified damages for violation of the North Carolina
Unfair and Deceptive Trade Practices Act. The facts alleged to support this
claim are substantially identical to those of the FTC Complaint. The class has
not been certified, but discovery has begun. SMI intends to defend itself
vigorously. Management does not believe the outcome of this lawsuit will have a
material adverse effect on the Company's financial position or future results of
operations.

  On February 8, 2000, a lawsuit, styled Robert L. "Larry" Carrier v. Speedway
Motorsports, Inc. and Bristol Motor Speedway, Inc. was filed in the Chancery
Court for Sullivan County, Tennessee. This suit alleges that SMI and BMS
interfered with the use of a leasehold property rented to the plaintiff by BMS.
The complaint is seeking $15 million in compensatory, and $60 million in
punitive, damages as well as injunctive relief. On August 8, 2001, the trial
court denied all motions for summary judgment previously filed by plaintiff and
the defendant and the matter is being scheduled for trial. SMI believes that the
allegations are without merit and is defending itself vigorously. Management
does not believe the outcome of this lawsuit will have a material adverse effect
on the Company's financial position or future results of operations.

  A major Championship Auto Racing Teams racing event originally scheduled at
TMS on April 29, 2001 was not conducted as a result of a decision made by CART's
sanctioning body. The Company offered refunds of paid tickets and certain other
event revenues.

                                       26
<PAGE>

On May 3, 2001, the Company filed an action against CART in the United States
District Court for the Eastern District of Texas, claiming, among other things,
that CART was negligent and that it breached its contract. On October 12, 2001,
this legal action was settled for approximately $5.0 million, representing
recovery of the associated sanction fees, race purse, various expenses, revenues
and other damages.

Item 6.  Exhibits and Reports on Form 8-K

  (a)  None.

  (b)  No reports were filed on Form 8-K during the fiscal quarter covered by
       this Form 10-Q.

                                       27
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                       __________________________________

                                   FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

                                   OR

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

For the transition period from ________ to ________

                         Commission file number 1-13582

                          SPEEDWAY MOTORSPORTS, INC.
            (Exact name of registrant as specified in its charter)

                      Delaware                         51-0363307
          (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)           Identification No.)

           5555 Concord Parkway South, Concord, North Carolina  28027
            (Address of principal executive offices)        (Zip Code)

                                (704) 455-3239
             (Registrant's telephone number, including area code)
                      __________________________________

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X   No ___
    ---

As of November 13, 2001, there were 41,767,123 shares of common stock
outstanding.
INDEX TO FORM 10-Q

                                                                  PAGE
                                                                  ----
PART I  - FINANCIAL INFORMATION

ITEM 1.  Consolidated Financial Statements - Unaudited               3

ITEM 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations              18

ITEM 3.  Quantitative and Qualitative Disclosures About             25
         Market Risk

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings                                          26

ITEM 6.  Exhibits and Reports on Form 8-K                           27

SIGNATURES                                                          28

                                       2
PART I - FINANCIAL INFORMATION
                  Item 1.  Consolidated Financial Statements.

                  SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)
                                  (Unaudited)

                                                    September 30,   December 31,
                                                         2001           2000
                                                       --------       --------
ASSETS
CURRENT ASSETS:
 Cash and cash equivalents........................   $   47,227       $ 30,737
 Accounts receivable..............................       24,207         27,850
 Notes and other receivables from affiliates......       25,579          2,583
 Prepaid income taxes.............................           --          2,946
 Inventories......................................       18,195         16,487
 Prepaid expenses.................................        2,663          2,700
                                                     ----------       --------
  Total Current Assets............................      117,871         83,303
                                                     ----------       --------
Property and Equipment, Net.......................      813,782        798,481
Goodwill and Other Intangible Assets, Net.........       57,231         59,105
Other Assets:
 Speedway condominiums held for sale..............        4,483          4,419
 Notes and other receivables from affiliates......        7,068         21,214
 Notes receivable, other..........................       12,180         11,645
 Other assets.....................................       12,306         13,790
                                                     ----------       --------
  Total Other Assets..............................       36,037         51,068
                                                     ----------       --------
  TOTAL ..........................................   $1,024,921       $991,957
                                                     ==========       ========

                See notes to consolidated financial statements.

                                       3
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)
                                  (Unaudited)

                                                     September 30,  December 31,
                                                          2001          2000
                                                        --------      --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Current maturities of long-term debt................ $      164      $    168
 Accounts payable....................................      9,074         9,683
 Deferred race event income, net.....................     60,403        72,052
 Accrued income taxes................................     17,575            --
 Accrued interest....................................      2,830         9,591
 Accrued expenses and other liabilities..............     13,944        13,689
                                                      ----------      --------
    Total Current Liabilities........................    103,990       105,183
Long-Term Debt.......................................    398,770       409,929
Payable to Affiliates................................      3,593         3,911
Deferred Income, Net.................................     15,458        17,130
Deferred Income Taxes................................     74,212        74,106
Other Liabilities....................................      1,967         2,357
                                                      ----------      --------
    Total Liabilities................................    597,990       612,616
                                                      ----------      --------

Commitments and Contingencies (Notes 2 and 9)........

STOCKHOLDERS' EQUITY:
 Preferred stock, $.10 par value, shares
  authorized - 3,000,000, no shares issued...........         --            --
 Common stock, $.01 par value, shares authorized -
  200,000,000, issued and outstanding - 41,767,000
  in 2001 and 41,739,000 in 2000.....................        418           417
 Additional paid-in capital..........................    161,753       161,159
 Retained earnings...................................    265,207       218,215
 Accumulated other comprehensive loss - unrealized
  loss on marketable equity securities...............       (447)         (450)
                                                      ----------      --------
    Total Stockholders' Equity.......................    426,931       379,341
                                                      ----------      --------
    TOTAL ........................................... $1,024,921      $991,957
                                                      ==========      ========

                See notes to consolidated financial statements.

                                       4
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   (In thousands, except per share amounts)
                                  (Unaudited)

                                                      Three Months Ended
                                                      ------------------
                                                          September 30,
                                                        2001      2000
                                                      -------   -------
REVENUES:
 Admissions....................................       $20,147    $20,677
 Event related revenue.........................        24,119     19,572
 Other operating revenue.......................         9,088     11,355
                                                      -------    -------
  Total Revenues...............................        53,354     51,604
                                                      -------    -------
EXPENSES AND OTHER:
 Direct expense of events......................        19,415     18,158
 Other direct operating expense................         9,056     10,102
 General and administrative....................        14,160     13,210
 Depreciation and amortization.................         8,069      7,996
 Interest expense, net.........................         6,459      7,120
 Concession contract rights resolution (Note 2)            --      3,137
 Other income, net.............................           (77)      (405)
                                                      -------    -------
  Total Expenses and Other.....................        57,082     59,318
                                                      -------    -------
Loss Before Income Taxes.......................        (3,728)    (7,714)
Income Tax Benefit.............................        (1,453)    (3,073)
                                                      -------    -------
NET LOSS.......................................       $(2,275)   $(4,641)
                                                      =======    =======

Basic Loss Per Share:
 Basic loss per share (Notes 2 and 6)..........       $ (0.05)   $ (0.11)
                                                      =======    =======
  Weighted average shares outstanding..........        41,757     41,668
 Diluted Loss Per Share:
 Diluted loss per share (Notes 2 and 6)........       $ (0.05)   $ (0.11)
                                                      =======    =======
  Weighted average shares outstanding..........        44,332     44,725

                See notes to consolidated financial statements.

                                       5
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   (In thousands, except per share amounts)
                                  (Unaudited)

                                                             Nine Months Ended
                                                            -------------------
                                                               September 30,
                                                              2001       2000
                                                            --------   --------
REVENUES:
 Admissions...............................................  $109,886   $112,477
 Event related revenue....................................   157,147    130,068
 Other operating revenue..................................    28,756     35,038
                                                            --------   --------
   Total Revenues.........................................   295,789    277,583
                                                            --------   --------
OPERATING EXPENSES:
 Direct expense of events.................................   104,735     92,075
 Other direct operating expense...........................    25,339     31,074
 General and administrative...............................    44,486     39,463
 Depreciation and amortization............................    24,646     23,616
 Interest expense, net....................................    18,637     20,371
 Expenses of cancelled CART race (Note 2).................     3,469         --
 Concession contract rights resolution (Note 2)...........        --      3,137
 Other income, net........................................    (2,998)      (829)
                                                            --------   --------
  Total Expenses and Other................................   218,314    208,907
                                                            --------   --------
Income Before Income Taxes and Cumulative
 Effect of Accounting Change..............................    77,475     68,676
Income Tax Provision......................................    30,483     27,640
                                                            --------   --------
Income Before Cumulative Effect Of Accounting
 Change...................................................    46,992     41,036
Cumulative Effect of Accounting Change for
 Club Membership Fees (Note 2)............................        --     (1,257)
                                                            --------   --------
NET INCOME................................................  $ 46,992   $ 39,779
                                                            ========   ========

Basic Earnings Per Share:
 Before cumulative effect of accounting change............  $   1.13   $   0.99
   Accounting change (Notes 2 and 6)......................        --      (0.03)
                                                            --------   --------
 Basic earnings per share.................................  $   1.13   $   0.96
                                                            ========   ========
   Weighted average shares outstanding....................    41,747     41,657

Diluted Earnings Per Share:
 Before cumulative effect of accounting change............  $   1.09   $   0.96
   Accounting change (Notes 2 and 6)......................        --      (0.03)
                                                            --------   --------
 Diluted earnings per share...............................  $   1.09   $   0.93
                                                            ========   ========
Weighted average shares outstanding.......................    44,415     44,767

                See notes to consolidated financial statements.

                                       6
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (In thousands)
                                  (Unaudited)
Accumulated    Total
                                                       Additional                 Other       Stock-
                                        Common Stock     Paid-In    Retained  Comprehensive   holders'
                                       ---------------
                                       Shares  Amount    Capital    Earnings       Loss        Equity
                                       ---------------  ----------  --------- -------------  --------
BALANCE - JANUARY 1, 2001 ...........  41,739    $ 417    $161,159   $218,215         $(450)  $379,341
Net income...........................      --       --          --     46,992            --     46,992
Net unrealized gain on marketable
 equity securities...................      --       --          --         --             3          3
Exercise of stock options............      18       --         392         --            --        392
Issuance of stock under employee
 stock purchase plan.................      10        1         202         --            --        203
                                      -------  -------    --------  ---------  ------------   --------
BALANCE - SEPTEMBER 30, 2001 .......   41,767    $ 418    $161,753   $265,207         $(447)  $426,931
                                      =======  =======    ========  =========  ============   ========
See notes to consolidated financial statements.

                                       7
SPEEDWAY MOTORSPORTS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                  (Unaudited)
Nine Months Ended
                                                                  -------------------
                                                                     September 30,
                                                                    2001       2000
                                                                  --------   --------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income.....................................................  $ 46,992   $ 39,779
 Adjustments to reconcile net income to net cash
  provided by operating activities:
  Cumulative effect of accounting change........................        --      1,257
  Depreciation and amortization.................................    24,646     23,616
  Amortization of deferred income...............................    (3,364)      (866)
  Changes in operating assets and liabilities:
   Accounts receivable..........................................     3,643      2,675
   Prepaid and accrued income taxes.............................    20,521     21,880
   Inventories.................................................     (1,708)    (3,388)
   Accounts payable.............................................      (609)    (7,460)
   Deferred race event income...................................   (11,649)   (30,961)
   Accrued expenses and other liabilities.......................    (6,506)    (6,224)
   Deferred income..............................................        92        597
   Other assets and liabilities.................................       171         89
                                                                  --------   --------
    Net Cash Provided By Operating Activities...................    72,229     40,994
                                                                  --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on long-term debt..........................   (10,801)   (40,090)
  Interest rate swap settlement receipt.........................     1,600         --
  Issuance of stock under employee stock purchase plan..........       203        227
  Exercise of common stock options..............................       392        107
                                                                  --------   --------
   Net Cash Used By Financing Activities........................    (8,606)   (39,756)
                                                                  --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures...........................................   (38,356)   (65,920)
 Proceeds from sale of property held for sale...................        --     40,000
 Purchases of marketable equity securities and other
  investments...................................................       (24)    (2,311)
 Proceeds from sales of marketable equity securities
  and distribution from equity method investee..................       632         21
 Increase in notes and other receivables........................   (11,459)    (5,757)
 Repayment of notes and other receivables.......................     2,074      1,207
                                                                  --------   --------
   Net Cash Used By Investing Activities........................   (47,133)   (32,760)
                                                                  --------   --------
Net Increase (Decrease) In Cash and Cash Equivalents............    16,490    (31,522)
Cash and Cash Equivalents At Beginning Of Period................    30,737     56,270
                                                                  --------   --------
Cash and Cash Equivalents At End Of Period......................  $ 47,227   $ 24,748
                                                                  ========   ========

SUPPLEMENTAL INFORMATION OF NONCASH INVESTING AND
 FINANCING ACTIVITIES:
  Increase in notes receivable for sale of
   LVMS Industrial Park and land................................  $     --   $ 13,254
                                                                  ========   ========
See notes to consolidated financial statements.

                                       8
The following Notes to Unaudited Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contain "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Words such as "expects", "anticipates",
"approximates", "believes", "estimates", "intends", and "hopes", and variations
of such words and similar expressions are intended to identify such forward-
looking statements. Such statements reflect management's current views, are
based on certain assumptions and are subject to risks and uncertainties. No
assurance can be given that actual results or events will not differ materially
from those projected, estimated, assumed or anticipated in any such forward-
looking statements. Important factors that could result in such differences, in
addition to other factors noted with forward-looking statements, include those
discussed in Exhibit 99.1 to the Company's fiscal 2000 Annual Report on Form 10-
K.

             Notes to Unaudited Consolidated Financial Statements
             ----------------------------------------------------

1. DESCRIPTION OF BUSINESS

  The consolidated financial statements include the accounts of Speedway
Motorsports, Inc. (SMI) and its wholly-owned subsidiaries, Atlanta Motor
Speedway, Inc. (AMS), Bristol Motor Speedway, Inc. (BMS), Charlotte Motor
Speedway LLC and subsidiaries a/k/a Lowe's Motor Speedway at Charlotte (LMSC),
Nevada Speedway LLC d/b/a Las Vegas Motor Speedway (LVMS), Sears Point Raceway
LLC (SPR), Texas Motor Speedway, Inc. (TMS), Speedway Systems LLC d/b/a Finish
Line Events and subsidiaries (FLE), Oil-Chem Research Corp. (ORC), Speedway
Media LLC d/b/a Racing Country USA (RCU), SoldUSA, Inc., and Speedway Funding
Corp. (collectively, the Company).

  See Note 1 to the December 31, 2000 consolidated financial statements for
further description of the Company's business operations, properties and
scheduled events.

2. SIGNIFICANT ACCOUNTING POLICIES

  These unaudited consolidated financial statements should be read in
conjunction with the Company's consolidated financial statements for the fiscal
year ended December 31, 2000 included in its 2000 Annual Report on Form 10-K.

  In management's opinion, these unaudited consolidated financial statements
contain all adjustments necessary for their fair presentation at interim
periods. All such adjustments are of a normal recurring nature.

  The results of operations for interim periods are not necessarily indicative
of operating results that may be expected for the entire year due to the
seasonal nature of the Company's motorsports business.

  Revenue Recognition - The Company recognizes revenues and operating expenses
for all events in the calendar quarter in which conducted except for major
NASCAR and other sanctioned racing events which occur on the last full weekend
of a calendar quarter. When major racing events occur on the last full weekend
of a calendar quarter, the race event revenues and operating expenses are
recognized in the current or immediately succeeding calendar quarter that
corresponds to the calendar quarter of the prior year in which the same major
racing event was conducted. The Company has adopted this accounting policy to
help ensure comparability and consistency between quarterly financial statements
of successive years.

  AMS hosted an Indy Racing Northern Light Series racing event, and BMS hosted a
major NHRA-sanctioned Nationals racing event, in the third quarter of 2000 which
were held in the second quarter of 2001. Changes in race schedules at the
Company's speedways from time to time lessen the comparability of operating
results between quarterly financial statements of successive years.

  Surrounding the attacks that occurred on September 11, 2001, the Company
cancelled

                                       9
and rescheduled various racing events at TMS previously scheduled in the third
quarter of 2001. NASCAR Craftsman Truck and Indy Racing Northern Light Series
racing events originally scheduled on September 15 and 16, 2001 were rescheduled
to October 5 and 6, 2001, respectively. Also, one UDTRA Pro Dirt Car Series and
two World of Outlaws racing events were cancelled and will not be rescheduled.
Advance ticket and other revenues and direct costs associated with the two
rescheduled events were deferred at September 30, 2001, and will be recognized
when the events are held. As to events not rescheduled, the Company offered
refunds of paid tickets and certain other event revenues, and all non-refundable
event related costs have been expensed in the current period.

  Accounting Change For Club Membership Fees - As reported in the Company's
Annual Report on Form 10-K for fiscal 2000, the operating results for the three
and nine months ended September 30, 2000 were restated for the effects of
retroactive application of an accounting change for net club membership fees.
The operating results for the nine months ended September 30, 2000 also reflect
the cumulative effect of the accounting change as of January 1, 2000, reducing
net income by $1,257,000 after income taxes of $824,000, and basic and diluted
earnings per share by $0.03.

  Notes Receivable, Other - At September 30, 2001, notes receivable of
approximately $12,180,000 are past their scheduled due date. Management is
currently reviewing available recoverability alternatives, and believes property
collateralizing such notes receivable is sufficient to ensure full
collectibility. As such, no allowance for uncollectible amounts has been
recorded.

  Speedway Condominiums Held for Sale - The Company has constructed 46
condominiums at AMS and 76 condominiums at TMS, of which 44 and 66,
respectively, have been sold or contracted for sale as of September 30, 2001.
Speedway condominiums held for sale represent 2 condominiums at AMS and 10
condominiums at TMS which are substantially complete and are being marketed.

  Certain TMS condominium sales contracts provided buyers the right to require
Company repurchase within three years from the purchase date. Gain recognition
was deferred until the buyer's right expired. As of September 30, 2001, all such
buyer rights have expired. Aggregate gains approximating $140,000 and
$2,240,000, before income taxes, were recognized upon expiration of such buyer
rights in the three and nine months ended September 30, 2001, and are included
in other income. There were no gains recognized in the three and nine months
ended September 31, 2000.

  Expenses of Cancelled CART Race - A major Championship Auto Racing Teams
(CART) racing event originally scheduled at TMS on April 29, 2001 was not
conducted as a result of a decision made by CART's sanctioning body. The Company
offered refunds of paid tickets and certain other event revenues. Expenses of
cancelled CART race of approximately $3.5 million represent principally
associated race event costs which were expensed in the quarter ended June 30,
2001 pending ultimate resolution of recovery. In October 2001, the Company's
legal action against CART claiming negligence and breach of contract was settled
for approximately $5.0 million, representing recovery of associated sanction
fees, race purse, and various expenses, lost revenues and other damages. The
effects of settlement will be recognized in the quarter ending December 31,
2001.

  Concession Contract Rights Resolution - In November 1996, the Company acquired
certain tangible and intangible assets and the operations of Sears Point
Raceway. At that time, a third party enjoyed the contract rights to provide
event food, beverage and souvenir merchandising services at SPR whose original
contract was to expire in 2004. Since 1998, the Company's subsidiary Finish Line
Events has provided such services. In September 2000, the Company reacquired
such contract rights for approximately $3.1 million, including legal and other
transaction costs. Management anticipates the present value of estimated net
future benefits under the contract rights as of the resolution date exceeded its
costs.

                                      10
Recently Issued Accounting Standards - The Company adopted Statement of
Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative
Instruments and Hedging Activities" as of January 1, 2001. SFAS No. 133
established accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires, among other things, that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. Because the Company had no derivative
instruments on January 1, 2001, adoption had no effect on the Company's
financial statements or disclosures.

  In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations" which requires, among other things, the purchase method
of accounting for business combinations initiated after September 30, 2001,
eliminates the pooling-of-interests method and clarifies the criteria for
recording intangible assets separate from goodwill. The Company believes the
adoption of SFAS No.141 will have no significant impact on its financial
statements.

  In July 2001, SFAS No. 142 "Goodwill and Other Intangible Assets" was issued
specifying, among other things, that goodwill and other intangible assets with
indefinite useful lives will no longer be amortized, but instead will be
evaluated for possible impairment at least annually. Under SFAS No. 142, the
Company will cease amortizing goodwill, including goodwill from past business
combinations, identify appropriate reporting units for purposes of assessing any
possible future impairment of goodwill, and assess goodwill for impairment under
transitional rules. The Company is required to adopt SFAS No.142 on January 1,
2002 and has not determined the impact, if any, that this statement will have on
its consolidated financial position or results of operations. Goodwill
amortization expense amounted to $445,000 and $1.3 million in the three and nine
months ended September 30, 2001.

  In October 2001, SFAS No. 143 "Accounting for Asset Retirement Obligations"
was issued specifying, among other things, the financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. Because the Company presently
does not have asset retirement obligations, adoption is expected to have no
significant impact on the Company's financial statements or disclosures.

  In October 2001, SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-lived Assets" was issued specifying, among other things, the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company is required to adopt SFAS No.144 on January 1, 2002 and has not
determined the impact, if any, that this statement will have on its consolidated
financial position or results of operations.

  Reclassifications - Certain prior year accounts were reclassified to conform
with current year presentation.

3. INVENTORIES

   Inventories as of September 30, 2001 and December 31, 2000 consist of the
following components (in thousands):
September 30, December 31,
                                                                        2001          2000
                                                                 ------------- ------------
Souvenirs and apparel.......................................       $   9,472     $  9,421
Finished vehicles, parts and accessories....................           5,609        4,212
Oil additives, food and other...............................           3,114        2,854
                                                                   ---------     --------
   Total....................................................       $  18,195     $ 16,487
                                                                   =========     ========
4. PROPERTY AND EQUIPMENT

   Construction In Progress - At September 30, 2001, the Company had various

                                      11
construction projects underway to increase and improve facilities for fan
amenities and make other site improvements at each of its speedways. In
addition, the Company plans to continue major renovations at SPR, including its
ongoing reconfiguration into a "stadium-style" road racing course, adding a
significant number of grandstand and hillside terrace seats, adding luxury
suites, and improving and expanding concessions, restroom and other fan
amenities and facilities. SPR also plans to continue improving and expanding its
on-site roads and available parking, reconfiguring traffic patterns and
entrances to ease congestion and improve traffic flow. The estimated aggregate
cost of capital expenditures in each of 2001 and 2002 will approximate
$55,000,000.

5. LONG-TERM DEBT

   Bank Credit Facility -- The Company has a long-term, secured, senior
revolving credit facility with a syndicate of banks led by Bank of America, N.A.
as an agent and lender (the Credit Facility). The Credit Facility has an overall
borrowing limit of $250,000,000, with a sub-limit of $10,000,000 for standby
letters of credit, matures in May 2004, and is secured by a pledge of the
capital stock and other equity interests of all material Company subsidiaries.
Interest is based, at the Company's option, upon (i) LIBOR plus .5% to 1.25% or
(ii) the greater of Bank of America's prime rate or the Federal Funds rate plus
 .5%. At September 30, 2001 and December 31, 2000, the Company had $90,000,000 in
outstanding borrowings under the Credit Facility.

   Senior Subordinated Notes - At September 30, 2001 and December 31, 2000, the
Company had outstanding 8 1/2% senior subordinated notes in the aggregate
principal amount of $250,000,000 (the Senior Notes). Semi-annual interest
payments are due February 15 and August 15. The Senior Notes are unsecured,
mature in August 2007, and are redeemable at the Company's option after August
15, 2002.

   Convertible Subordinated Debentures - At September 30, 2001 and December 31,
2000, the Company had outstanding 5 3/4% convertible subordinated debentures in
the aggregate principal amount of $55,194,000 and $66,000,000. During the three
and nine months ended September 30, 2001, debentures aggregating $4,306,000 and
$10,806,000 in principal were repurchased substantially at par. Semi-annual
interest payments are due March 31 and September 30. The debentures are
unsecured, mature on September 30, 2003, are convertible into common stock at
the holder's option at $31.11 per share until maturity, and are redeemable at
the Company's option at various redemption prices. As of September 30, 2001 and
2000, 1,774,000 and 2,379,000 shares of common stock would be issuable upon
conversion (see Note 6).

   See Note 5 to the December 31, 2000 Consolidated Financial Statements for
additional discussion of the terms and conditions of the bank credit facility,
senior subordinated notes and convertible subordinated debentures.

   Interest Expense - Interest expense, net for the three months ended September
30, 2001 and 2000 includes interest expense of $7,271,000 and $8,044,000, and
interest income of $812,000 and $924,000. The Company capitalized interest costs
of $509,000 and $648,000 during the three months ended September 30, 2001 and
2000. The weighted-average interest rate on borrowings under the bank revolving
credit facility during the three months ended September 30, 2001 and 2000 was
4.6% and 7.8%.

   Interest expense, net for the nine months ended September 30, 2001 and 2000
includes interest expense of $21,790,000 and $23,358,000, and interest income of
$3,153,000 and $2,987,000. The Company capitalized interest costs of $1,917,000
and $2,445,000 during the nine months ended September 30, 2001 and 2000. The
weighted-average interest rate on borrowings under the bank revolving credit
facility during the nine months ended September 30, 2001 and 2000 was 5.7% and
7.5%.

   Interest Rate Swap - The Company at times uses interest rate swaps for non-
trading purposes to hedge interest rate risk and optimize its combination of
variable and fixed interest rate debt. In June 2001, the Company entered into an
interest rate

                                      12
swap transaction with a financial institution that provided variable interest
rate features on certain fixed rate senior subordinated debt obligations. The
agreement provided that the Company pay a variable interest rate based on LIBOR,
and that the Company receive a fixed interest rate of 5.9%, on a principal
notional amount of $125,000,000. The swap was designated as a fair value hedge
of the underlying fixed rate debt obligation, and met the conditions for
assuming no ineffectiveness using the short-cut method under Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities".

   In September 2001, the swap agreement was terminated and settled with a
$1,600,000 net payment to the Company. The $1,600,000 net gain was deferred when
received and is being amortized into income as an adjustment to interest expense
over the underlying hedged debt term through August 2007. Interest expense
reflects adjustments of $11,000 in the three and nine months ended September 30,
2001.

6. PER SHARE DATA

   The computation of diluted loss per share was anti-dilutive for the three
months ended September 30, 2001 and 2000; therefore, reported basic and diluted
per share amounts are the same.

   Diluted earnings per share assumes conversion of the convertible debentures
into common stock and elimination of associated interest expense, net of taxes,
on such debt (see Note 5). The following schedule reconciles basic and diluted
earnings per share (dollars and shares in thousands):
Weighted   Earnings
                                                Net Income   Average     (Loss)
                                                  (Loss)      Shares   Per Share
                                                -----------  --------  ----------
Three Months Ended
 September 30, 2001:
--------------------
  Basic Loss per share........................     $(2,275)    41,757     $(0.05)
  Dilution adjustments:
   Common stock equivalents - stock options.            --        679
   5 3/4% Convertible debentures..............         479      1,896
                                                   -------     ------
  Diluted loss per share......................     $(1,796)    44,332     $(0.05)
                                                   =======     ======

 Three Months Ended
 September 30, 2000:
--------------------
  Basic loss per share (Note 2)...............     $(4,641)    41,668     $(0.11)
  Dilution adjustments:
   Common stock equivalents - stock options.            --        678
   5 3/4% Convertible debentures..............         598      2,379
                                                   -------     ------
  Diluted loss per share......................     $(4,043)    44,725     $(0.11)
                                                   =======     ======

 Nine months Ended
 September 30, 2001:
--------------------
  Basic earnings per share....................     $46,992     41,747     $ 1.13
  Dilution adjustments:
   Common stock equivalents - stock options.            --        698
   5 3/4% Convertible debentures..............       1,458      1,970
                                                   -------     ------
  Diluted earnings per share..................     $48,450     44,415     $ 1.09
                                                   =======     ======

 Nine months Ended
 September 30, 2000:
--------------------
  Basic earnings per share before cumulative
   effect of accounting change (Note 2).......     $41,036     41,657     $ 0.99
  Cumulative effect of accounting
   change, net of taxes.......................      (1,257)    41,657      (0.03)
                                                   -------                ------
  Basic earnings per share....................      39,779     41,657       0.96
  Dilution adjustments:
   Common stock equivalents - stock options.            --        731
   5 3/4% Convertible debentures..............       1,738      2,379
                                                   -------     ------
  Diluted earnings per share..................     $41,517     44,767     $ 0.93
                                                   =======     ======     ======
13
7. RELATED PARTY TRANSACTIONS

   Notes and other receivables at September 30, 2001 and December 31, 2000
include $918,000 and $886,000 due from a partnership in which the Company's
Chairman and Chief Executive Officer is a partner, including accrued interest.
The note bears interest at 1% over prime, is collateralized by certain
partnership land, and is payable on demand. Because the Company does not
anticipate or require repayment before September 30, 2002, the balance has been
classified as a noncurrent asset in the accompanying consolidated balance sheet.

   Notes and other receivables at September 30, 2001 and December 31, 2000
include $6,151,000 and $4,945,000 due from the Company's Chairman and Chief
Executive Officer. The amount due represents premiums paid by the Company under
a split-dollar life insurance trust arrangement on behalf of the Chairman, cash
advances and expenses paid by the Company on behalf of the Chairman, and accrued
interest. The amount due bears interest at 1% over prime and is payable on
demand. Because the Company does not anticipate or require repayment before
September 30, 2002, the balance has been classified as a noncurrent asset in the
accompanying consolidated balance sheet.

   Note and other receivables at September 30, 2001 include $16,287,000 due from
Las Vegas Industrial Park, LLC, an entity owned by the Company's Chairman and
Chief Executive Officer, including accrued interest. At December 31, 2000, notes
and other receivables include $15,383,000 due from Las Vegas Industrial Park,
LLC. In January 2000, the Company sold the 1.4 million square-foot Las Vegas
Industrial Park and 280 acres of undeveloped land to Las Vegas Industrial Park,
LLC for approximately $53.3 million paid in cash of $40.0 million and a note
receivable of $13.3 million. The note bears interest at LIBOR plus 2.00% and is
collateralized by the underlying sold property. Because the note is scheduled to
mature in July 2002, the balance has been classified as a current and noncurrent
asset in the accompanying September 30, 2001 and December 31, 2000 consolidated
balance sheets, respectively.

   From time to time, the Company pays certain expenses and makes cash advances
for various corporate purposes on behalf of Sonic Financial Corp. (Sonic
Financial), a Company affiliate through common ownership, and of Las Vegas
Industrial Park, LLC. At September 30, 2001 and December 31, 2000, notes and
other receivables include $5,733,000 and $940,000 due from Sonic Financial, and
$3,559,000 and $1,643,000 due from Las Vegas Industrial Park, LLC. The amounts
are classified as short-term based on expected repayment dates.

   Amounts payable to affiliates at September 30, 2001 and December 31, 2000
include $2,594,000 for acquisition and other expenses paid on behalf of AMS by
Sonic Financial prior to 1996. Of this amount, approximately $1,800,000 bears
interest at 3.83% per annum. The remainder of the amount bears interest at prime
plus 1%. The entire amount is classified as long-term based on expected
repayment dates. Amounts payable to affiliates at September 30, 2001 and
December 31, 2000 also include $999,000 and $1,317,000 owed to a former LVMS
shareholder and executive officer in equal monthly payments through December
2003 at 6.4% imputed interest.

8. STOCK OPTION PLANS

   Formula Stock Option Plan - In 2001, the Company granted options to four
outside directors to purchase an aggregate of 60,000 and 15,000 shares at
exercise prices per share of $22.31 and $23.21, respectively, representing fair
market value at award dates under the Formula Stock Option Plan.

                                      14
9. LEGAL PROCEEDINGS AND CONTINGENCIES

  On May 20, 2000, near the end of a NASCAR-sanctioned event hosted at LMSC, a
portion of a pedestrian bridge leading from its track facility to a parking area
failed. In excess of 100 people were injured to varying degrees. Preliminary
investigations indicate the failure was the result of excessive interior
corrosion resulting from improperly manufactured bridge components. All personal
injury claims resulting from this incident are currently being handled by the
bridge's manufacturer, Tindall Corporation, and its insurer.

  To date, 33 separate lawsuits have been filed by individuals claiming injuries
from the bridge failure on May 20, 2000, including 3 new lawsuits filed since
the beginning of the third quarter of 2001. Generally, these lawsuits were filed
against SMI, LMSC, Tindall Corporation and Anti-Hydro International, Inc., in
the North Carolina Superior Courts of Cabarrus, Mecklenburg, Rowan, Union and
Wake Counties, and in the United States District Courts for the Middle District
and Western District of North Carolina, seeking unspecified compensatory and
punitive damages. Discovery has begun in many of the cases but will not be
completed until June 2002. SMI intends to defend itself and denies the
allegations of negligence as well as related claims for punitive damages.
Additional lawsuits involving this incident may be filed in the future.
Management does not believe the outcome of these lawsuits or this incident will
have a material adverse efect on the Company's financial position or future
results of operations. The following additional plaintiffs filed claims in this
matter since the beginning of the third quarter of 2001 on the dates indicated:
Edwin L. King and Patricia C. King, August 27, 2001; Scott A. Hansen and Pamela
C. Hansen, August 28, 2001; and William R. Coltrane, September 6, 2001.

  On January 31, 2001, the Federal Trade Commission (the "FTC") filed a
complaint (the "FTC Complaint") against SMI and its subsidiary, Oil-Chem, in the
United States District Court, Middle District of North Carolina. The FTC is
seeking a judgment to enjoin SMI and Oil-Chem from advertising zMax Power System
for use in motor vehicles and to award equitable relief to redress alleged
injury to consumers.  SMI has filed an answer in this action and discovery has
begun. Management does not believe the outcome of this lawsuit will have a
material adverse effect on the Company's financial position or future results of
operations.

  On March 8, 2001, Larry L. Johnson filed a class action compliant against SMI
and Oil-Chem in the Superior Court of Gaston County, North Carolina. The
plaintiff is seeking unspecified damages for violation of the North Carolina
Unfair and Deceptive Trade Practices Act. The facts alleged to support this
claim are substantially identical to those of the FTC Complaint. The class has
not been certified, but discovery has begun. SMI intends to defend itself
vigorously. Management does not believe the outcome of this lawsuit will have a
material adverse effect on the Company's financial position or future results of
operations.

  On February 8, 2000, a lawsuit, styled Robert L. "Larry" Carrier v. Speedway
Motorsports, Inc. and Bristol Motor Speedway, Inc. was filed in the Chancery
Court for Sullivan County, Tennessee. This suit alleges that SMI and BMS
interfered with the use of a leasehold property rented to the plaintiff by BMS.
The complaint is seeking $15 million in compensatory, and $60 million in
punitive, damages as well as injunctive relief. On August 8, 2001, the trial
court denied all motions for summary judgment previously filed by plaintiff and
the defendant and the matter is being scheduled for trial. SMI believes that the
allegations are without merit and is defending itself vigorously. Management
does not believe the outcome of this lawsuit will have a material adverse effect
on the Company's financial position or future results of operations.

10. CONDENSED NON-GUARANTOR FINANCIAL INFORMATION

  The Company's Credit Facility and Senior Subordinated Notes are joint and
severally guaranteed by all of the Company's wholly-owned subsidiaries except
for certain minor wholly-owned subsidiaries.

  The following table presents condensed consolidating financial information of
the Company's guarantor and non-guarantor subsidiaries as of September 30, 2001
and December 31, 2000 and for the three and nine months ended September 30, 2001
and 2000 (in thousands):
                                      15
Condensed Consolidating Balance Sheets As Of
                    September 30, 2001 and December 31, 2000
September 30, 2001                                December 31, 2000
                                              ------------------                                -----------------
                               Parent             Non-       Elimin-     Consoli-   Parent              Non-       Elimin-  Consoli-
                                Only   Guarantors Guarantors  ations       dated      Only   Guarantors Guarantors ations   dated
                                ----   ---------- ----------  ------     ---------   ----    ---------- ---------- ------   --------
Current assets                  $ 40,279 $ 71,982 $  5,610         --  $  117,871 $ 15,423 $  63,008  $ 7,280  $   (2,408)  $ 83,303
Property and equipment, net....   12,081  799,791    1,910         --     813,782   10,640   784,506    2,685         650    798,481
Goodwill and other intangible
  assets, net..................    4,876   47,746    4,609         --      57,231    5,066    49,314    4,725          --     59,105
Other assets...................   27,439    8,481      117         --      36,037   27,017    24,608      108        (665)    51,068
Advances to and investments
  in subsidiaries, net.........  833,011  (84,972) (14,560) $(733,479)         --  805,871  (227,732) (14,837)   (563,302)        --
                                -------- -------- --------  ---------  ---------- -------- ---------  -------   ---------   --------
Total assets................... $917,686 $843,028 $ (2,314) $(733,479) $1,024,921 $864,017 $ 693,704  $   (39)  $(565,725)  $991,957
                                ======== ======== ========  =========  ========== ======== =========  =======   =========   ========

Current liabilities............ $ 31,202 $ 68,962 $  2,080  $   1,746  $  103,990 $ 15,694 $  86,972  $ 1,983   $     534   $105,183
Long-term debt.................  397,666      220    1,048       (164)   398,770   408,788       305    1,000        (164)   409,929
Other liabilities..............   61,887   33,381      (27)       (11)     95,230   60,194    37,348      (27)        (11)    97,504
                                -------- --------  -------  ---------  ---------- -------- ---------  -------   ---------   --------
Total liabilities..............  490,755  102,563    3,101      1,571     597,990  484,676   124,625    2,956         359    612,616
Total stockholders' equity and
  (deficiency).................  426,931  740,465   (5,415)  (735,050)    426,931  379,341   569,079   (2,995)   (566,084)   379,341
                                -------- --------  -------  ---------  ---------- -------- ---------  -------   ---------   --------
Total liabilities and stock-
holders' equity (deficiency)... $917,686 $843,028  $(2,314) $(733,479) $1,024,921 $864,017 $ 693,704  $   (39)  $(565,725)  $991,957
                                ======== ========  =======  =========  ========== ======== =========  =======   =========   ========
Condensed Consolidating Statements Of Operations
             For the Three Months Ended September 30, 2001 and 2000
2001                                             2000
                                           ----                                             ----

                                 Parent           Non-       Elimi-  Cosoli-      Parent            Non-       Elimi-    Consoli-
                                 Only  Guarantors Guarantors nations dated        Only   Guarantors Guarantors nations   dated
                                 ----  ---------- ---------- ------- -----        ----   ---------- ---------- -------   -----
Total revenues.................  $  204  $49,445   $ 3,705         --  $53,354    $   270   $46,885   $4,449         --  $51,604
Total expenses and other.......   2,106   49,354     5,622         --   57,082        893    53,221    5,204         --   59,318
Equity in net income (loss)
  of subsidiaries..............  (1,114)      --        --     $1,114       --     (4,266)       --       --     $4,266
Net income (loss).............. $(2,275) $    56   $(1,170)    $1,114  $(2,275)   $(4,641)  $(3,812)  $ (454)    $4,266  $(4,641)
                                =======  =======   =======     ======  =======    =======   =======   ======     ======  =======
Condensed Consolidating Statements Of Operations
              For the Nine Months Ended September 30, 2001 and 2000
2001                                             2000
                                              -----                                             ----

                                 Parent              Non-       Elimi-  Consoli-  Parent            Non-       Elimi-    Consoli-
                                 Only    Guarantors  Guarantors nations dated     Only   Guarantors Guarantors nations   dated
                                 ----    ----------  ---------- ------- -----     ----   ---------- ---------- -------   -----
Total revenues................. $ 1,106 $285,909      $ 8,864         --  $295,789 $   409  $264,110  $13,064         --  $277,583
Total expenses and other.......   6,203  199,252       12,859         --   218,314   3,166   190,554   15,187         --   208,907
Equity in net income (loss)
  of subsidiaries..............  50,138       --           --   $(50,138)       --  41,427        --       --   $(41,427)
Net income (loss).............. $46,992 $ 52,561      $(2,423)  $(50,138) $ 46,992 $39,779   $42,696  $(1,269)  $(41,427) $ 39,779
                                ======= ========      =======   ========  ======== =======   ======= ========   ========  ========
16
Condensed Consolidating Statements Of Cash Flows
              For the Nine Months Ended September 30, 2001 and 2000
2001                                             2000
                                              -----                                             ----
                                 Parent                              Consoli-       Parent               Non-      Consoli-
                                 Only    Guarantors Guarantors        dated         Only   Guarantors Guarantors   dated
                                 ----    ---------- ----------        -----         ----   ---------- ----------   -----
Net cash provided (used) by
  operations................... $34,687  $ 38,161   $(619)           $ 72,229    $ 12,193  $ 28,541     $ 260      $ 40,994
Net cash used by
  financing activities.........  (8,606)       --      --              (8,606)    (39,756)       --        --       (39,756)
Net cash provided (used) by
  investing activities.........  (7,341)  (39,802)     10             (47,133)     (5,010)  (27,266)     (484)      (32,760)
17
Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

  The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements including the Notes thereto.

Overview

  The Company derives revenues principally from the sale of tickets to
automobile races and other events held at its speedway facilities, from the sale
of food, beverage and souvenirs during such events, from the sale of
sponsorships to companies that desire to advertise or sell their products or
services at such events, and from the licensing of television, cable network and
radio rights to broadcast such events. The Company derives additional revenue
from The Speedway Club at LMSC and The Texas Motor Speedway Club, dining and
entertainment facilities located at the respective speedways, and from Legends
Car operations of 600 Racing, Inc., a wholly-owned subsidiary of LMSC. The
Company also derives additional revenue from Motorsports By Mail LLC (MBM), a
wholesale and retail distributor of racing and other sports related souvenir
merchandise and apparel; from Oil-Chem, which produces an environmentally-
friendly, metal energizer; from Racing Country USA, a nationally syndicated
radio show; from SoldUSA, an internet auction and e-commerce company; and from
Wild Man Industries (WMI), a screen printing and embroidery manufacturer and
distributor of wholesale and retail apparel. MBM is a wholly-owned subsidiary of
FLE, and WMI is a division of FLE.

  The Company classifies its revenues as admissions, event related revenue and
other operating revenue. "Admissions" includes ticket sales for all of the
Company's events. "Event related revenue" includes broadcast rights fees, food,
beverage and souvenir sales, sponsorship fees, promotional and hospitality
revenues, and luxury suite and track rentals. "Other operating revenue" includes
the two Speedway Clubs, Legends Car, industrial park rental, MBM, Oil-Chem,
SoldUSA and WMI revenues. The Company's revenue items produce different
operating margins. Broadcast rights, sponsorships, ticket sales, and luxury
suite and track rentals produce higher margins than concessions and souvenir
sales, as well as sales of Legends Cars, MBM, Oil-Chem, or other operating
revenues.

  The Company classifies its expenses to include direct expense of events and
other direct operating expense, among other things. "Direct expense of events"
principally consists of race purses, sanctioning fees, cost of food, beverage
and souvenir sales, compensation of certain employees and advertising. "Other
direct operating expense" includes the cost of Speedway Clubs, Legends Car,
industrial park rental, MBM, Oil-Chem, SoldUSA and WMI revenues.

  The Company sponsors and promotes outdoor motorsports events. Weather
conditions affect sales of tickets, concessions and souvenirs, among other
things, at these events. Although the Company sells tickets well in advance of
its larger events, poor weather conditions can have a negative effect on the
Company's results of operations.

  Significant growth in the Company's revenues depends, in large part, on
consistent investment in facilities. The Company has several capital projects
underway at each of its speedways.

  The Company does not believe that its financial performance has been
materially affected by inflation. The Company has generally been able to
mitigate the effects of inflation by increasing prices.

Seasonality and Quarterly Results

  In 2001, the Company currently will promote 17 major annual racing events
sanctioned by the National Association for Stock Car Auto Racing, Inc.
("NASCAR"), including ten Winston Cup and seven Busch Grand National Series
racing events. The Company will also promote three Indy Racing Northern Light
Series ("IRL") racing

                                       18
events, three NASCAR Craftsman Truck Series racing events, four major National
Hot Rod Association ("NHRA") racing events, five World of Outlaws ("WOO") racing
events, and two UDTRA Pro Dirt Car Series ("UDTRA") racing events in 2001. In
2000, the Company derived a substantial portion of its total revenues from
admissions and event related revenue attributable to 17 major NASCAR-sanctioned
racing events, four IRL racing events, two NASCAR Craftsman Truck Series racing
events, three major NHRA racing events, seven WOO racing events, and three
Hav-A-Tampa Dirt Late Model Series ("HAT") racing events. As a result, the
Company's business has been, and is expected to remain, highly seasonal.

  In 2000 and 1999, the Company's second and fourth quarters accounted for 67%
and 68%, respectively, of its total annual revenues and 86% and 89%,
respectively, of its total annual operating income. The Company sometimes
produces minimal operating income or losses during its third quarter when it
hosts only one major NASCAR race weekend.

  Racing schedules may be changed from time to time and can lessen the
comparability of operating results between quarters of successive years and
increase or decrease the seasonal nature of the Company's motorsports business.

  The results of operations for the three and nine months ended September 30,
2001 and 2000 are not indicative of the results that may be expected for the
entire year because of the seasonality discussed above.

  Set forth below is certain comparative summary information with respect to the
Company's scheduled major NASCAR-sanctioned racing events for 2001 and 2000:

                                     Number of scheduled major
                                     NASCAR-sanctioned events
                                     ------------------------
                                       2001             2000
                                       ----             ----
  1st Quarter.....................       4                4
  2nd Quarter.....................       8                8
  3rd Quarter.....................       2                2
  4th Quarter.....................       3                3
                                      ----             ----
    Total.........................      17               17
                                      ====             ====

RESULTS OF OPERATIONS

  AMS hosted an Indy Racing Northern Light Series racing event in the third
quarter of 2000 which was held in the second quarter of 2001. The third quarter
2000 IRL event was hosted under a restructured sanctioning agreement whereby net
event results were included in event related revenue. The second quarter 2001
IRL event results are included in admissions and event related revenues and
direct expense of events. Also, BMS hosted a major NHRA-sanctioned Nationals
racing event in the third quarter of 2000 which was held in the second quarter
of 2001. An IRL racing event hosted by LVMS in the second quarter of 2000,
whereby net events results were included in event related revenue, was not held
in the current period.

  Surrounding the attacks that occurred on September 11, 2001, a NASCAR
Craftsman Truck and an Indy Racing Northern Light Series racing event originally
scheduled at TMS in September 2001 was rescheduled to October 2001. Also, one
UDTRA Pro Dirt Car Series and two World of Outlaws racing events originally
scheduled at TMS in September 2001 were cancelled and will not be rescheduled.

  A major Championship Auto Racing Teams racing event originally scheduled at
TMS in April 2001 was not conducted as a result of a decision made by CART's
sanctioning body. See Note 2 to the September 30, 2001 consolidated financial
statements and Part II - "Item 1. Legal Proceedings" for additional information
on this matter.

                                       19
Three Months Ended September 30, 2001 Compared To Three Months Ended September
30, 2000

  Total Revenues. Total revenues for the three months ended September 30, 2001
increased by $1.8 million, or 3.4%, over such revenues for the same period in
2000. This improvement was due primarily to an increase in event related
revenue.

  Admissions. Admissions for the three months ended September 30, 2001 decreased
by $530,000, or 2.6%, from such revenue for the same period in 2000. This
decrease was due primarily to BMS hosting a major NHRA-sanctioned Nationals
racing event in the third quarter of 2000 which was held in the second quarter
of 2001. The overall decrease was partially offset by continued growth in
admissions at NASCAR-sanctioned racing events held at BMS during the current
period.

  Event Related Revenue. Event related revenue for the three months ended
September 30, 2001 increased by $4.5 million, or 23.2%, over such revenue for
the same period in 2000. This increase was due primarily to increases in
broadcast rights fees for NASCAR-sanctioned racing events held at BMS during the
current period. The overall increase was partially offset by the IRL racing
event hosted at AMS, and the NHRA racing event hosted at BMS, in the third
quarter of 2000 which were held in the second quarter of 2001.

  Other Operating Revenue. Other operating revenue for the three months ended
September 30, 2001 decreased by $2.3 million, or 20.0%, from such revenue for
the same period in 2000. This decrease was due to decreased MBM sales revenues
and certain FLE revenues associated with outside venues. The decrease was also
due to decreased Oil-Chem revenues associated with reduced advertising while FTC
litigation with Oil-Chem continues. See Part II - "Item 1. Legal Proceedings"
for additional information on this legal matter.

  Direct Expense of Events. Direct expense of events for the three months ended
September 30, 2001 increased by $1.3 million, or 6.9%, over such expense for the
same period in 2000. This increase was due primarily to higher race purses and
sanctioning fees for NASCAR-sanctioned racing events held at BMS during the
current period. The overall increase was partially offset by hosting the IRL
racing event at AMS, and the NHRA racing event at BMS, in the third quarter of
2000 which were held in the second quarter of 2001.

  Other Direct Operating Expense. Other direct operating expense for the three
months ended September 30, 2001 decreased by $1.0 million, or 10.4%, from such
expense for the same period in 2000. This decrease reflects lower operating
costs associated with reduced MBM and certain FLE outside venue revenues in the
current period as compared to the same period in 2000. The decrease was also due
to decreased Oil-Chem revenues associated with reduced advertising while FTC
litigation with Oil-Chem continues.

  General and Administrative. General and administrative expense for the three
months ended September 30, 2001 increased by $950,000, or 7.2%, over such
expense for the same period in 2000. This increase was due to legal and testing
costs associated with the FTC litigation with Oil-Chem, and to increases in
operating costs associated with the growth and expansion at the Company's
speedways and operations.

  Depreciation and Amortization. Depreciation and amortization expense for the
three months ended September 30, 2001 increased by $73,000, or 0.9%, over such
expense for the same period in 2000. This increase results primarily from
additions to property and equipment at the Company's speedways.

  Interest Expense, Net. Interest expense, net for the three months ended
September 30, 2001 was $6.5 million compared to $7.1 million for the same period
in 2000. This decrease was due primarily to lower interest rates on the
revolving Credit Facility and a reduction in outstanding Convertible
Subordinated Debentures during the current period. The overall decrease was
offset by lower capitalized interest during the current period.

                                       20
Concession Contract Rights Resolution. Concession contract rights resolution
of $3.1 million for the three months ended September 30, 2000 represents costs
to reacquire the contract rights to provide event food, beverage and souvenir
merchandising services at SPR from a previous provider whose original contract
term expired in 2004, including legal and other transaction costs. The present
value of estimated net future benefits to operations under the contract rights
as of the resolution date is anticipated to exceed its costs.

  Other Income. Other income for the three months ended September 30, 2001
decreased by $328,000, to $77,000, from such income for the same period in 2000.
This decrease was due to a combination of individually insignificant items.

  Income Tax Benefit. The Company's effective income tax rate for the three
months ended September 30, 2001 and 2000 was 39% and 40%, respectively.

  Net Loss. Net loss for the three months ended September 30, 2001 decreased by
$2.4 million or 51.0%, to $2.3 million, as compared to the same period in 2000.
This decrease was due to the factors discussed above.

Nine Months Ended September 30, 2001 Compared To Nine Months Ended September 30,
2000

  Total Revenues. Total revenues for the nine months ended September 30, 2001
increased by $18.2 million, or 6.6%, over such revenues for the same period in
2000. This improvement was due primarily to an increase in event related
revenue.

  Admissions. Admissions for the nine months ended September 30, 2001 decreased
by $2.6 million, or 2.3%, from such revenue for the same period in 2000. This
decrease was due primarily to lower attendance at NASCAR-sanctioned racing
events held at LMSC, LVMS and TMS, an IRL racing event held at TMS, and World of
Outlaws and UDTRA Pro Dirt Car Series racing events held at BMS during the
current period as compared to last year. The overall decrease was partially
offset by increased admissions at NASCAR-sanctioned racing events held at AMS,
BMS and SPR during the current period.

  Event Related Revenue. Event related revenue for the nine months ended
September 30, 2001 increased by $27.1 million, or 20.8%, over such revenue for
the same period in 2000. This increase was due primarily to increases in
broadcast rights fees for NASCAR-sanctioned racing events held during the
current period. The overall increase was partially offset by lower corporate
suite rental, hospitality and other event related revenues during the current
period as compared to the same period in 2000. The overall increase was also
partially offset by the IRL racing event hosted at LVMS in the second quarter of
2000 which was not held in the current period.

  Other Operating Revenue. Other operating revenue for the nine months ended
September 30, 2001 decreased by $6.3 million, or 17.9%, from such revenue for
the same period in 2000. This decrease was due primarily to decreased Oil-Chem
revenues associated with reduced advertising while FTC litigation with Oil-Chem
continues, and to decreased Legends Car, MBM and certain FLE outside venue
revenues.

  Direct Expense of Events. Direct expense of events for the nine months ended
September 30, 2001 increased by $12.7 million, or 13.7%, over such expense for
the same period in 2000. This increase was due primarily to higher race purses
and sanctioning fees for NASCAR-sanctioned racing events. The increase also
reflects the restructured IRL racing event at AMS whereby net event results were
included in event related revenue in 2000, and higher advertising and other
promotional costs for events held during the current period as compared to the
same period in 2000.

  Other Direct Operating Expense. Other direct operating expense for the nine
months ended September 30, 2001 decreased by $5.7 million, or 18.5%, from such
expense for the same period in 2000. This decrease was due primarily to reduced
advertising while FTC litigation with Oil-Chem continues, and to decreased
operating and advertising costs associated with reduced Oil-Chem, Legends Car,
MBM and certain FLE outside venue revenues in the current period as compared to
the same period in 2000.

                                       21
General and Administrative. General and administrative expense for the nine
months ended September 30, 2001 increased by $5.0 million, or 12.7%, over such
expense for the same period in 2000. This increase was attributable to increases
in operating costs associated with the growth and expansion at the Company's
speedways and operations, and to legal and testing costs associated with the FTC
litigation with Oil-Chem.

  Depreciation and Amortization. Depreciation and amortization expense for the
nine months ended September 30, 2001 increased by $1.0 million, or 4.4%, over
such expense for the same period in 2000. This increase results primarily from
additions to property and equipment at the Company's speedways.

  Interest Expense, Net. Interest expense, net for the nine months ended
September 30, 2001 was $18.6 million compared to $20.4 million for the same
period in 2000. This decrease was due primarily to lower interest rates on the
revolving Credit Facility, a reduction in outstanding Convertible Subordinated
Debentures during the current period, and to higher interest income earned on
cash investments. The overall decrease was offset by lower capitalized interest
during the current period.

  Expenses of Cancelled CART Race. Expenses of cancelled CART race of $3.5
million for the nine months ended September 30, 2001 represent principally race
event costs associated with the CART-sanctioned race, originally scheduled at
TMS on April 29, 2001, which was not conducted as a result of a decision made by
CART's sanctioning body. See Note 2 to the September 30, 2001 consolidated
financial statements and Part II - "Item 1. Legal Proceedings" for additional
information on this matter.

  Concession Contract Rights Resolution. Concession contract rights resolution
of $3.1 million for the nine months ended September 30, 2000 represents costs to
reacquire the contract rights to provide event food, beverage and souvenir
merchandising services at SPR from a previous provider whose original contract
term expired in 2004, including legal and other transaction costs. The present
value of estimated net future benefits to operations under the contract rights
as of the resolution date is anticipated to exceed its costs.

  Other Income. Other income for the nine months ended September 30, 2001
increased by $2.2 million, to $3.0 million, over such income for the same period
in 2000. This increase results primarily from gains recognized upon expiration
in the current period of buyer rights under certain TMS condominium sales
contracts whereby buyers could require Company repurchase within three years
from date of purchase. Recognition of such gains was deferred until the buyer's
right expired.

  Income Tax Provision. The Company's effective income tax rate for the nine
months ended September 30, 2001 and 2000 was 39% and 40%, respectively.

  Income Before Cumulative Effect of Accounting Change. Income before accounting
change for the nine months ended September 30, 2001 increased by $6.0 million,
or 14.5%, to $47.0 million, over such income for the same period in 2000. This
increase was due to the factors discussed above.

  Cumulative Effect of Accounting Change. Cumulative effect of accounting change
for Club Membership Fees of $1.3 million for the nine months ended September 30,
2000 represents the cumulative effect, net of income taxes of $824,000, as of
January 1, 2000, of the Company's change in revenue recognition policies for
Speedway Club membership fees. Net revenues from membership fees previously were
recognized as income when billed and associated expenses were incurred. Under
the new method, net membership revenues are deferred when billed and amortized
into income over ten years.

  Net Income. Net income for the nine months ended September 30, 2001 increased
by $7.2 million, or 18.1%, to $47.0 million, over such income for the same
period in 2000. This increase was due to the factors discussed above.

                                       22
LIQUIDITY AND CAPITAL RESOURCES

  The Company has historically met its working capital and capital expenditure
requirements through a combination of cash flow from operations, bank borrowings
and other debt and equity offerings. The Company expended significant amounts of
cash in the nine months of 2001 for improvements and expansion at its speedway
facilities. Significant changes in the Company's financial condition and
liquidity during the nine months ended September 30, 2001 resulted primarily
from: (1) net cash generated by operations amounting to $72.2 million, (2)
capital expenditures amounting to $38.4 million, and (3) reducing outstanding
Convertible Subordinated Debentures by $10.8 million. At September 30, 2001, the
Company had $90.0 million in outstanding borrowings under the $250.0 million
Credit Facility.

  Management anticipates that cash from operations, and funds available through
the Credit Facility, will be sufficient to meet the Company's operating needs
through 2002, including planned capital expenditures at its speedway facilities.
Based upon anticipated future growth and financing requirements, management
expects that the Company will, from time to time, engage in additional financing
of a character and in amounts to be determined. The Company may, from time to
time, redeem or retire convertible subordinated debentures and other debt, and
purchase its other securities, depending on liquidity, prevailing market
conditions, as well as such factors as permissibility under the Credit Facility,
the Senior Subordinated Notes, and as the Board of Directors, in its sole
discretion, may consider relevant. While the Company expects to continue to
generate positive cash flows from its existing speedway operations, and has
generally experienced improvement in its financial condition, liquidity and
credit availability, such resources, as well as possibly others, could be needed
to fund the Company's continued growth, including the continued expansion and
improvement of its speedway facilities.

Capital Expenditures

  Significant growth in the Company's revenues depends, in large part, on
consistent investment in facilities. Therefore, the Company expects to continue
to make substantial capital improvements in its facilities to meet increasing
demand and to increase revenue. Currently, a number of significant capital
projects are underway.

  In 2001, the Company continued major renovations at SPR, including its ongoing
reconfiguration and modernization into a "stadium-style" road racing course,
adding up to 25,000 new grandstand seats, 64,000 new hillside terrace seats, and
19 new luxury suites. Also, SPR plans to continue improving and expanding its
on-site roads and available parking, and reconfiguring traffic patterns and
entrances to ease congestion and improve traffic flow. Completion of such
renovation and expansion at SPR is presently scheduled for 2002. In 2001, the
Company continued to further expand concessions, restroom and other fan
amenities for the convenience, comfort and enjoyment of fans, and to continue
improving and expanding its on-site roads and available parking to ease
congestion and improve traffic flow at each of its speedways.

  The estimated aggregate cost of capital expenditures in each of 2001 and 2002
will approximate $55 million. Numerous factors, many of which are beyond the
Company's control, may influence the ultimate costs and timing of various
capital improvements at the Company's facilities, including undetected soil or
land conditions, additional land acquisition costs, increases in the cost of
construction materials and labor, unforeseen changes in the design, litigation,
accidents or natural disasters affecting the construction site and national or
regional economic changes. In addition, the actual cost could vary materially
from the Company's estimates if the Company's assumptions about the quality of
materials or workmanship required or the cost of financing such construction
were to change. Construction is also subject to state and local permitting
processes, which if changed, could materially affect the ultimate cost.

                                       23
In addition to expansion and improvements of its existing speedway facilities
and business operations, the Company is continually evaluating new opportunities
that will add value for the Company's stockholders, including the acquisition
and construction of new speedway facilities, the expansion and development of
its existing Legends Cars and Oil-Chem products and markets and the expansion
into complementary businesses.

Dividends

  The Company does not anticipate paying any cash dividends in the foreseeable
future.  Any decision concerning the payment of dividends on the Common Stock
will depend upon the results of operations, financial condition and capital
expenditure plans of the Company, as well as such factors as permissibility
under the Credit Facility, the Senior Subordinated Notes and as the Board of
Directors, in its sole discretion, may consider relevant. The Credit Facility
and Senior Subordinated Notes preclude the payment of any dividends.

Recently Issued Accounting Standards

  The Company adopted Statement of Financial Accounting Standards (SFAS) No. 133
"Accounting for Derivative Instruments and Hedging Activities" as of January 1,
2001. SFAS No. 133 established accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires, among other things, that an
entity recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value. Because the Company had no
derivative instruments on January 1, 2001, adoption had no effect on the
Company's financial statements or disclosures.

  In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations" which requires, among other things, the purchase method
of accounting for business combinations initiated after September 30, 2001,
eliminates the pooling-of-interests method and clarifies the criteria for
recording intangible assets separate from goodwill. The Company believes the
adoption of SFAS No.141 will have no significant impact on its financial
statements.

  In July 2001, SFAS No. 142 "Goodwill and Other Intangible Assets" was issued
specifying, among other things, that goodwill and other intangible assets with
indefinite useful lives will no longer be amortized, but instead will be
evaluated for possible impairment at least annually. Under SFAS No. 142, the
Company will cease amortizing goodwill, including goodwill from past business
combinations, identify appropriate reporting units for purposes of assessing any
possible future impairment of goodwill, and assess goodwill for impairment under
transitional rules. The Company is required to adopt SFAS No.142 on January 1,
2002 and has not determined the impact, if any, that this statement will have on
its consolidated financial position or results of operations. Goodwill
amortization expense amounted to $445,000 and $1.3 million in the three and nine
months ended September 30, 2001.

  In October 2001, SFAS No. 143 "Accounting for Asset Retirement Obligations"
was issued specifying, among other things, the financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. Because the Company presently
does not have asset retirement obligations, adoption is expected to have no
significant impact on the Company's financial statements or disclosures.

  In October 2001, SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-lived Assets" was issued specifying, among other things, the financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company is required to adopt SFAS No.144 on January 1, 2002 and has not
determined the impact, if any, that this statement will have on its consolidated
financial position or results of operations.

                                       24
Near-term Operating Trends

  There are many factors that affect the Company's growth potential, future
operations and financial results. Fiscal 2001 is the Company's first year under
the multi-year consolidated domestic television broadcast and ancillary rights
agreements for NASCAR Winston Cup and Busch Grand National Series events. These
new agreements are expected to provide the Company with future increases in
contracted broadcasting and other ancillary revenues. Total combined revenues
under the domestic broadcast and ancillary rights agreements could approximate
up to $67 million in 2001, representing a $37 million increase over 2000. These
new rights agreements have associated increases in purse and sanction fees.

  The recent national attacks of September 11, 2001 have raised a combination of
unforeseen factors never before encountered, including public concerns regarding
air travel, military actions, and additional national or local catastrophic
incidents. These factors, in an already challenging economy, are affecting
consumer and corporate spending sentiment. Economic conditions and competitive
racing also can affect ticket and other sales. Management believes long-term
ticket demand, including corporate marketing and promotional spending, should
continue to grow. However, near-term ticket sales, particularly to corporate
customers, and suite rentals, hospitality and other event revenues have been,
and may continue to be, adversely impacted by circumstances arising from recent
national tragedies and challenging economic conditions. Management decided not
to increase many ticket and concession prices at least for 2001 to help foster
fan support and mitigate any near term weakness.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  Interest Rate Risk. The Company's financial instruments with market risk
exposure consist only of bank revolving Credit Facility borrowings which are
sensitive to changes in interest rates. The Company's Senior Subordinated Notes
and Convertible Subordinated Debentures are fixed interest rate debt
obligations. A change in interest rates of one percent on the Credit Facility
balance outstanding at September 30, 2001 would cause a change in annual
interest expense of approximately $900,000.

  Equity Price Risk. The Company has marketable equity securities, all
classified as "available for sale." Such investments are subject to price risk,
which the Company attempts to minimize generally through portfolio
diversification.

  As of and during the three and nine months ended September 30, 2001, the
Company repurchased Convertible Subordinated Debentures aggregating $4.3 million
and $10.8 million in principal at substantially par, and entered into and
settled an interest rate swap agreement. See Note 5 to the accompanying
September 30, 2001 financial statements for additional information on the terms
and conditions of the Company's debt obligations and swap agreement. There have
been no other significant changes in the Company's interest rate risk or equity
price risk as of and during the three and nine months ended September 30, 2001.

                                       25
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

  On May 20, 2000, near the end of a NASCAR-sanctioned event hosted at LMSC, a
portion of a pedestrian bridge leading from its track facility to a parking area
failed. In excess of 100 people were injured to varying degrees. Preliminary
investigations indicate the failure was the result of excessive interior
corrosion resulting from improperly manufactured bridge components. All personal
injury claims resulting from this incident are currently being handled by the
bridge's manufacturer, Tindall Corporation, and its insurer.

  To date, 33 separate lawsuits have been filed by individuals claiming injuries
from the bridge failure on May 20, 2000, including 3 new lawsuits filed since
the beginning of the third quarter of 2001. Generally, these lawsuits were filed
against SMI, LMSC, Tindall Corporation and Anti-Hydro International, Inc., in
the North Carolina Superior Courts of Cabarrus, Mecklenburg, Rowan, Union and
Wake Counties, and in the United States District Courts for the Middle District
and Western District of North Carolina, seeking unspecified compensatory and
punitive damages. Discovery has begun in many of the cases but will not be
completed until June 2002. SMI intends to defend itself and denies the
allegations of negligence as well as related claims for punitive damages.
Additional lawsuits involving this incident may be filed in the future.
Management does not believe the outcome of these lawsuits or this incident will
have a material adverse effect on the Company's financial position or future
results of operations. The following additional plaintiffs filed claims in this
matter since the beginning of the third quarter of 2001 on the dates indicated:
Edwin L. King and Patricia C. King, August 27, 2001; Scott A. Hansen and Pamela
C. Hansen, August 28, 2001; and William R. Coltrane, September 6, 2001.

  On January 31, 2001, the Federal Trade Commission (the "FTC") filed a
complaint (the "FTC Complaint") against SMI and its subsidiary, Oil-Chem, in the
United States District Court, Middle District of North Carolina. The FTC is
seeking a judgment to enjoin SMI and Oil-Chem from advertising zMax Power System
for use in motor vehicles and to award equitable relief to redress alleged
injury to consumers.  SMI has filed an answer in this action and discovery has
begun. Management does not believe the outcome of this lawsuit will have a
material adverse effect on the Company's financial position or future results of
operations.

  On March 8, 2001, Larry L. Johnson filed a class action compliant against SMI
and Oil-Chem in the Superior Court of Gaston County, North Carolina. The
plaintiff is seeking unspecified damages for violation of the North Carolina
Unfair and Deceptive Trade Practices Act. The facts alleged to support this
claim are substantially identical to those of the FTC Complaint. The class has
not been certified, but discovery has begun. SMI intends to defend itself
vigorously. Management does not believe the outcome of this lawsuit will have a
material adverse effect on the Company's financial position or future results of
operations.

  On February 8, 2000, a lawsuit, styled Robert L. "Larry" Carrier v. Speedway
Motorsports, Inc. and Bristol Motor Speedway, Inc. was filed in the Chancery
Court for Sullivan County, Tennessee. This suit alleges that SMI and BMS
interfered with the use of a leasehold property rented to the plaintiff by BMS.
The complaint is seeking $15 million in compensatory, and $60 million in
punitive, damages as well as injunctive relief. On August 8, 2001, the trial
court denied all motions for summary judgment previously filed by plaintiff and
the defendant and the matter is being scheduled for trial. SMI believes that the
allegations are without merit and is defending itself vigorously. Management
does not believe the outcome of this lawsuit will have a material adverse effect
on the Company's financial position or future results of operations.

  A major Championship Auto Racing Teams racing event originally scheduled at
TMS on April 29, 2001 was not conducted as a result of a decision made by CART's
sanctioning body. The Company offered refunds of paid tickets and certain other
event revenues.

                                       26
On May 3, 2001, the Company filed an action against CART in the United States
District Court for the Eastern District of Texas, claiming, among other things,
that CART was negligent and that it breached its contract. On October 12, 2001,
this legal action was settled for approximately $5.0 million, representing
recovery of the associated sanction fees, race purse, various expenses, revenues
and other damages.

Item 6.  Exhibits and Reports on Form 8-K

  (a)  None.

  (b)  No reports were filed on Form 8-K during the fiscal quarter covered by
       this Form 10-Q.

                                       27