Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "we",
"us", "our") today reported business results for the quarter and
full year ended December 31, 2020.
Company Highlights
- 2020
net revenue of $1,054.0 million, down 21% over the prior year
- 2020
net loss(a) of $81.9 million, compared to net income(a) of $137.5
million in the prior year
-
Adjusted net income(a) of $33.3 million, down 81%, compared to
$179.9 million in the prior year
- 2020
Adjusted EBITDA of $286.5 million, down 37%, compared to $451.4
million in the prior year
- We
were able to run the 146th Kentucky Oaks and Derby on September 4th
and 5th despite unprecedented challenges from the COVID-19 global
pandemic and other challenging conditions
- Our
TwinSpires Horse Racing business delivered record net revenue of
$405.0 million, up 39% over the prior year and record Adjusted
EBITDA of $126.8 million, up 62% over the prior year
-
Delivered same store wholly-owned casino margins of 37% in the
second half of 2020, up 690 basis points from 2019 excluding
quarter results for properties that were closed during part of the
third or fourth quarters of 2020
- Opened
Oak Grove historical racing machine ("HRM") facility in September
2020 and the Oak Grove hotel in October 2020
- Opened
Newport Racing & Gaming in October 2020
- On
February 1, 2021, we purchased one million shares of CHDN stock
from The Duchossois Group for $193.94 per share ($193.9 million
total) in a privately negotiated transaction
- In
February 2021, the Kentucky State Senate and Kentucky House of
Representatives approved legislation that clarifies the legality of
historical racing machines in Kentucky and the Governor of the
Commonwealth of Kentucky signed the legislation into law
(a) Reflects amounts attributable to Churchill
Downs Incorporated.
CONSOLIDATED
RESULTS |
Fourth Quarter |
|
Years Ended December 31, |
(in millions, except per share
data) |
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Net revenue |
$ |
278.2 |
|
|
$ |
280.6 |
|
|
$ |
1,054.0 |
|
|
$ |
1,329.7 |
|
Net income (loss)(a) |
$ |
17.1 |
|
|
$ |
4.0 |
|
|
$ |
(81.9 |
) |
|
$ |
137.5 |
|
Diluted
EPS(a) |
$ |
0.43 |
|
|
$ |
0.10 |
|
|
$ |
(2.08 |
) |
|
$ |
3.38 |
|
Adjusted net income(a)(b) |
$ |
7.7 |
|
|
$ |
16.8 |
|
|
$ |
33.3 |
|
|
$ |
179.9 |
|
Adjusted diluted
EPS(a)(b) |
$ |
0.19 |
|
|
$ |
0.42 |
|
|
$ |
0.83 |
|
|
$ |
4.43 |
|
Adjusted EBITDA(b) |
$ |
79.2 |
|
|
$ |
73.8 |
|
|
$ |
286.5 |
|
|
$ |
451.4 |
|
|
|
|
|
|
|
|
|
(a) Reflects
amounts attributable to Churchill Downs Incorporated. |
(b) These are
non-GAAP measures. See explanation of non-GAAP measures below. |
"Against the backdrop of the COVID-19 global
pandemic, we managed our business efficiently and responsibly, and
with that discipline, we have maintained a strong company," said
Bill Carstanjen, Chief Executive Officer of the Company. "We are
moving forward in 2021 with a relentless focus on strategic and
organic growth opportunities that will enable us to continue to
deliver a strong return on investment to our investors."
Fourth Quarter 2020 Results
The Company's fourth quarter 2020 net income
attributable to Churchill Downs Incorporated was $17.1 million
compared to $4.0 million in the prior year quarter. The Company's
fourth quarter 2020 net income from continuing operations was $16.4
million compared to $4.2 million in the prior year quarter.
Churchill Downs Incorporated had $0.7 million in net income from
discontinued operations in the fourth quarter of 2020 compared to
$0.5 million in net loss from discontinued operations in the prior
year quarter. We do not have any noncontrolling interest
as of the fourth quarter of 2020 compared to a net loss
attributable to our noncontrolling interest of $0.3 million in the
prior year quarter.
The following items impacted the comparability
of the Company's fourth quarter net income from continuing
operations:
-
$10.4 million tax benefit from the CARES Act related to our 2020
net operating loss that the Company will use to offset prior income
taxed at 35%;
-
$7.5 million after-tax expense for the accelerated amortization of
the purchase and sale agreement rights related to Turfway Park in
2019 that did not occur in 2020;
-
$3.7 million non-cash tax decrease from the prior year quarter
related to the re-measurement of our net deferred tax liabilities
based on the impact of revenue related to states with higher tax
rates;
-
$0.4 million after-tax reduction in transaction, pre-opening, and
other expenses from the prior year quarter; and
-
Partially offset by $1.0 million after-tax decrease from the prior
year quarter related to our equity portion of the non-cash change
in fair value of Midwest Gaming's interest rate swaps.
Excluding these items, fourth quarter 2020 net
income from continuing operations decreased $8.8 million primarily
due to the following:
-
$8.3 million after-tax decrease from the prior year quarter driven
by the results of our operations and equity income from our
unconsolidated affiliates: and
-
$0.5 million after-tax increase from the prior year quarter in
interest expense associated with higher outstanding debt
balances.
The Company's fourth quarter 2020 net income
from discontinued operations increased by $1.2 million compared to
the prior year quarter due to reversal of legal accruals.
Full Year 2020 Results
The Company's 2020 net loss attributable to
Churchill Downs Incorporated was $81.9 million compared to
$137.5 million net income attributable to Churchill Downs
Incorporated in the prior year. The Company's 2020 net income from
continuing operations was $13.3 million compared to
$139.6 million in the prior year. Churchill Downs Incorporated
had $95.4 million in net loss from discontinued operations in
2020 compared to $2.4 million in the prior year. Our net loss
attributable to our noncontrolling interest was $0.2 million in
2020 compared to $0.3 million in the prior year.
The following items impacted the comparability
of the Company's full year net income from continuing
operations:
-
$14.4 million of after-tax expenses incurred in 2019 that did not
recur in 2020, including the impact of the accelerated amortization
of the purchase and sale agreement rights related to the
acquisition of Turfway Park, Midwest Gaming's recapitalization and
transaction costs, and legal reserves;
-
$13.3 million tax benefit from the CARES Act related to our 2020
net operating loss that the Company will use to offset prior income
taxed at 35%; and
-
$6.4 million non-cash tax decrease from the prior year related to
the re-measurement of our net deferred tax liabilities based on the
impact of revenue related to states with higher tax rates.
Partially offset by:
-
$12.0 million non-cash, after-tax impact in 2020 related to our
impairment of the Presque Isle Downs and Casino intangible
assets;
-
$1.7 million after-tax increase in transaction, pre-opening and
other expenses compared to the prior year; and
-
$0.2 million increase from other sources compared to the prior
year.
Excluding these items, 2020 net income from
continuing operations decreased $146.5 million compared to the
prior year primarily due to the following:
-
$141.0 million after-tax decrease from the prior year driven by the
results of our operations and equity income from our unconsolidated
affiliates: and
-
$5.5 million after-tax increase from the prior year in interest
expense associated with higher outstanding debt balances.
The Company's 2020 net loss from discontinued
operations increased $93.0 million from the prior year primarily
due to the settlement of the Kater and Thimmegowda litigations
during the second quarter of 2020 for $124.0 million ($95.0 million
after-tax).
COVID-19 Update
The supplemental information in this release
provides additional detail on the temporary closures and the
respective reopening dates by segment and property for our Company
as a result of the COVID-19 global pandemic. In response to the
measures taken to limit the impact of COVID-19, and for the
protection of our employees, customers, and communities, we
temporarily suspended operations at our properties in March 2020.
In May 2020, we began to reopen our properties with patron capacity
restrictions and gaming limitations. Certain properties temporarily
suspended operations again after reopening. Calder closed on July
2, 2020 and reopened on August 31, 2020. Rivers Casino Des Plaines
closed on November 20, 2020 and Presque Isle Casino and Lady Luck
Nemacolin closed on December 12, 2020 and were reopened in January
2021.
Segment Results
The summaries below present net revenue from
external customers and intercompany revenue from each of our
reportable segments:
Churchill
Downs |
Fourth Quarter |
|
Years Ended December 31, |
(in millions) |
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Net revenue |
$ |
38.5 |
|
|
$ |
42.2 |
|
|
$ |
160.5 |
|
|
$ |
289.4 |
|
Adjusted EBITDA |
8.0 |
|
|
9.2 |
|
|
38.3 |
|
|
137.7 |
|
Fourth Quarter 2020:
-
Net revenue decreased $3.7 million from the prior year quarter
primarily due to a $3.8 million decrease from Churchill Downs
Racetrack due to lower ticketing and food and beverage revenue as a
result of limited attendance, partially offset by a $0.1 million
increase from Derby City Gaming.
-
Adjusted EBITDA decreased $1.2 million in the fourth quarter of
2020 from the prior year quarter due to a $2.8 million decrease
from lower Churchill Downs Racetrack revenue, partially offset by a
$1.6 million increase from Derby City Gaming due to increased
operating efficiencies.
Total Year 2020:
-
Net revenue decreased $128.9 million from the prior year
primarily due to a $121.8 million decrease from Churchill Downs
Racetrack from the loss of ticket revenue, fewer sponsorships, and
lower wagering during Derby Week as a result of running the 146th
Kentucky Oaks and Derby on September 4th and 5th without spectators
in a challenging environment and a $7.1 million decrease at Derby
City Gaming due to the temporary suspension of operations.
-
Adjusted EBITDA decreased by $99.4 million from the prior year due
to a $101.0 million decrease at Churchill Downs Racetrack primarily
due to lower net revenue, partially offset by a $1.6 million
increase from Derby City Gaming due to increased operating
efficiencies which more than offset the impact of the temporary
closure of the property and ongoing capacity restrictions.
Online
Wagering |
Fourth Quarter |
|
Years Ended December 31, |
(in millions) |
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Net revenue |
$ |
94.2 |
|
|
$ |
61.8 |
|
|
$ |
409.9 |
|
|
$ |
291.6 |
|
Adjusted EBITDA |
23.6 |
|
|
12.2 |
|
|
109.3 |
|
|
66.3 |
|
Fourth Quarter 2020:
-
Net revenue increased $32.4 million from the prior year quarter
primarily due to a $31.7 million increase from TwinSpires Horse
Racing. Although horse racing content for wagering decreased,
TwinSpires Horse Racing handle grew $141.2 million, or 45%,
compared to the prior year quarter. TwinSpires Sports and Casino
net revenues increased $0.7 million compared to the prior year
quarter primarily due to a full quarter of iGaming results in
Pennsylvania and increased revenue from iGaming in New Jersey
compared to the prior year quarter.
-
Adjusted EBITDA increased $11.4 million from the prior year quarter
primarily due to a $11.5 million increase driven by an increase in
TwinSpires Horse Racing handle, partially offset by a $0.1 million
decrease from other sources.
Total Year 2020:
-
Net revenue increased $118.3 million from the prior year primarily
due to a $114.0 million increase from TwinSpires Horse Racing.
Although horse racing content for wagering decreased, TwinSpires
Horse Racing handle grew $521.0 million, or 36%, compared to prior
year. TwinSpires Sports and Casino net revenues increased
$4.3 million compared to the prior year primarily due to the
launch of iGaming in Pennsylvania and Indiana in late December
2019.
-
Adjusted EBITDA increased $43.0 million for the full year of 2020
primarily due to a $48.4 million increase driven by an increase in
TwinSpires Horse Racing handle, partially offset by a $5.4 million
decrease from a higher level of marketing spend and increased costs
associated with the continued build-out of the TwinSpires Sports
and Casino business.
Gaming |
Fourth Quarter |
|
Years Ended December 31, |
(in millions) |
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Net revenue |
$ |
122.6 |
|
|
$ |
168.3 |
|
|
$ |
443.9 |
|
|
$ |
694.8 |
|
Adjusted EBITDA |
54.3 |
|
|
68.3 |
|
|
176.7 |
|
|
280.9 |
|
Fourth Quarter 2020:
-
Net revenue decreased $45.7 million from the prior year quarter
primarily due a $20.5 million decrease as a result of the temporary
suspension of operations at Presque Isle and Lady Luck Nemacolin
from December 12, 2020 to the end of the year; and an $11.8 million
decrease at Oxford, a $6.5 million decrease at Calder, a $2.4
million decrease at Fair Grounds and VSI, a $1.9 million decrease
at Harlow's, a $1.8 million decrease at Riverwalk, and a $0.8
million decrease at Ocean Downs due to the patron capacity
restrictions at each property.
-
Adjusted EBITDA decreased $14.0 million from the prior year quarter
primarily driven by a $7.7 million decrease from our equity
investments as a result of the temporary suspension of operations
at Rivers Des Plaines from November 20, 2020 to the end of the year
and a $6.3 million decrease at our wholly-owned Gaming properties.
Adjusted EBITDA decreased $4.0 million at Presque Isle and $1.0
million at Lady Luck Nemacolin due to temporary suspension of
operations, and decreased $4.0 million at Oxford and $1.0 million
at Calder due to patron capacity restrictions. Partially offsetting
these decreases was an increase of $2.0 million at Fair Grounds
Slots and VSI, $1.0 million at Harlow's and Riverwalk, and $0.7
million at Ocean Downs.
Total Year 2020:
-
Net revenue decreased $250.9 million from the prior year primarily
due to the temporary suspension of operations at all of our Gaming
properties that reduced the revenue generated at these
properties.
-
Adjusted EBITDA decreased $104.2 million from the prior year driven
by a $82.9 million decrease at our wholly-owned Gaming properties
and a $21.3 million decrease from our equity investments, both of
which were due to decreases in net revenue as a result of the
temporary suspension of operations during 2020.
All
Other |
Fourth Quarter |
|
Years Ended December 31, |
(in millions) |
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Net revenue |
$ |
30.7 |
|
|
$ |
14.3 |
|
|
$ |
74.7 |
|
|
$ |
84.2 |
|
Adjusted EBITDA |
(6.7 |
) |
|
(15.9 |
) |
|
(37.8 |
) |
|
(33.5 |
) |
Fourth Quarter 2020:
-
Net revenue increased $16.4 million from the prior year quarter
primarily due to a $14.2 million increase at Oak Grove Racing and
Gaming ("Oak Grove") due to the opening of simulcast and historical
racing machine ("HRM") in September 2020 and hotel operations in
October 2020, a $3.1 million increase from the initial operating
results of Newport Racing and Gaming ("Newport"), which opened in
October 2020, and a $0.3 million increase at United Tote. Partially
offsetting these increases were a $0.8 million decrease at
Arlington Park primarily due to decreased import pari-mutuel
revenues due to patron capacity restrictions and a $0.4 million
decrease at Turfway Park decreases in ticketing and food and
beverage revenues as a result of no spectators.
-
Adjusted EBITDA increased $9.2 million primarily from a $4.7
million increase from initial simulcast and HRM operations at Oak
Grove in September 2020, a $2.8 million increase from Arlington
Park, a $1.2 million increase from United Tote, a $0.7 million
increase from Corporate, and a $0.2 million increase from Turfway
Park. These increases were partially offset by a $0.4 million
decrease from the initial operating results of Newport.
Total Year 2020:
-
Net revenue decreased $9.5 million from the prior year primarily
due to a $30.8 million decrease as a result of the temporary
suspension of operations and loss of racing days at Arlington and a
$4.2 million decrease at as a result of the temporary suspension of
operations at the majority of United Tote customer locations.
Partially offsetting these decreases were a $16.6 million increase
from initial simulcast, HRM, and hotel operations at Oak Grove, a
$5.8 million increase primarily from the increase in Turfway Park
handle, and a $3.1 million increase due to the opening of
Newport.
-
Adjusted EBITDA decreased $4.3 million from the prior year,
primarily due to a $7.3 million decrease from lower revenue from
Arlington and United Tote, a $1.6 million decrease from higher
expenses at Turfway Park as a result of a full year of operations
in 2020, and a $0.5 million decrease from other sources. Partially
offsetting these decreases was a $5.1 million increase from the
opening of Oak Grove.
Capital Management
For the year ended December 31, 2020, the
Company repurchased 235,590 shares of its common stock in
conjunction with its publicly announced share repurchase program at
a total cost of $27.9 million. We had approximately $147.1 million
in repurchase authority remaining under this program as of December
31, 2020.
On February 1, 2021, the Company repurchased
1,000,000 shares of its common stock for $193.94 per share from an
affiliate of The Duchossois Group, Inc. in a privately negotiated
transaction. The aggregate purchase price was $193.9 million. We
repurchased the shares using available cash and borrowings under
its senior secured credit facility. The transaction did not impact
the Company's remaining repurchase authority.
Conference Call
A conference call regarding this news release is
scheduled for Thursday, February 25, 2021 at 9 a.m. ET. Investors
and other interested parties may listen to the teleconference by
accessing the online, real-time webcast and broadcast of the call
at http://ir.churchilldownsincorporated.com/events.cfm, or by
dialing (877) 372-0878 and entering the pass code 1096578 at least
10 minutes before the appointed time. International callers should
dial (253) 237-1169. An online replay will be available at
approximately noon ET on Thursday, February 25, 2021 and will
continue to be available for two weeks. A copy of the Company’s
news release announcing quarterly results and relevant financial
and statistical information about the period will be accessible at
www.churchilldownsincorporated.com.
Use of Non-GAAP Measures
In addition to the results provided in
accordance with GAAP, the Company also uses non-GAAP measures,
including adjusted net income, adjusted diluted EPS, EBITDA
(earnings before interest, taxes, depreciation and amortization)
and Adjusted EBITDA.
The Company uses non-GAAP measures as a key
performance measure of the results of operations for purposes of
evaluating performance internally. These measures facilitate
comparison of operating performance between periods and help
investors to better understand the operating results of the Company
by excluding certain items that may not be indicative of the
Company's core business or operating results. The Company believes
the use of these measures enables management and investors to
evaluate and compare, from period to period, the Company’s
operating performance in a meaningful and consistent manner. The
non-GAAP measures are a supplemental measure of our performance
that is not required by, or presented in accordance with, GAAP, and
should not be considered as an alternative to, or more meaningful
than, net income or diluted EPS (as determined in accordance with
GAAP) as a measure of our operating results.
We use Adjusted EBITDA to evaluate segment
performance, develop strategy and allocate resources. We utilize
the Adjusted EBITDA metric to provide a more accurate measure of
our core operating results and enable management and investors to
evaluate and compare from period to period our operating
performance in a meaningful and consistent manner. Adjusted EBITDA
should not be considered as an alternative to operating income as
an indicator of performance, as an alternative to cash flows from
operating activities as a measure of liquidity, or as an
alternative to any other measure provided in accordance with GAAP.
Our calculation of Adjusted EBITDA may be different from the
calculation used by other companies and, therefore, comparability
may be limited.
Adjusted net income and adjusted diluted EPS
exclude discontinued operations net income or loss; net income or
loss attributable to noncontrolling interest; changes in fair value
for interest rate swaps related to Midwest Gaming; recapitalization
costs related to the Midwest Gaming transaction; transaction
expense, which includes acquisition and disposition related
charges, Calder racing exit costs, as well as legal, accounting,
and other deal-related expense; pre-opening expense; and certain
other gains, charges, recoveries, and expenses.
Adjusted EBITDA includes the Company's portion
of EBITDA from our equity investments.
Adjusted EBITDA excludes:
- Transaction expense, net which
includes:
- Acquisition and disposition related
charges, including fair value adjustments related to earnouts and
deferred payments,
- Calder racing exit costs, and
- Other transaction expense,
including legal, accounting, and other deal-related expense.
- Stock-based compensation
expense,
- Midwest Gaming's impact on our
investments in unconsolidated affiliates from:
- The impact of changes in fair value
of interest rate swaps and
- Recapitalization and transaction
costs.
- Asset impairments,
- Gain on Ocean Downs/Saratoga
Transaction,
- Loss on extinguishment of
debt,
- Legal reserves,
- Pre-opening expense, and
- Other charges, recoveries and
expenses
For segment reporting, Adjusted EBITDA includes
intercompany revenue and expense totals that are eliminated in the
consolidated statements of comprehensive income (loss). Refer to
the Reconciliation of Comprehensive Income (Loss) to Adjusted
EBITDA included herewith for additional information.
About Churchill Downs Incorporated
Churchill Downs Incorporated is an
industry-leading racing, online wagering and gaming entertainment
company anchored by our iconic flagship event, the Kentucky Derby.
We own and operate three pari-mutuel gaming entertainment venues
with approximately 3,050 historical racing machines in Kentucky. We
also own and operate TwinSpires, one of the largest and most
profitable online wagering platforms for horse racing, sports and
iGaming in the U.S. and we have seven retail sportsbooks. We are
also a leader in brick-and-mortar casino gaming in eight states
with approximately 11,000 slot machines and video lottery terminals
and 200 table games. Additional information about Churchill Downs
Incorporated can be found online at
www.churchilldownsincorporated.com.
This news release contains various
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are typically identified by the
use of terms such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,”
“seek,” “should,” “will,” and similar words or similar expressions
(or negative versions of such words or expressions).
Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can
give no assurance that such expectations will prove to be correct.
Important factors, among others, that may materially affect actual
results or outcomes include the following: the impact of the novel
coronavirus (COVID-19) global pandemic and related economic matters
on our results of operations, financial conditions and prospects;
the effect of economic conditions on our consumers' confidence and
discretionary spending or our access to credit; additional or
increased taxes and fees; public perceptions or lack of confidence
in the integrity of our business or any deterioration in our
reputation; inability to attract and retain key or highly skilled
personnel; restrictions in our debt facilities limiting our
flexibility to operate our business; failure to comply with the
financial ratios and other covenants in our debt facilities and
other indebtedness; general risks related to real estate ownership,
including fluctuations in market values and environmental
regulations; catastrophic events and system failures disrupting our
operations; online security risk, including cyber-security
breaches; inability to recover under our insurance policies for
damages sustained at our properties in the event of inclement
weather and casualty events; increases in insurance costs and
inability to obtain similar insurance coverage in the future;
inability to identify and complete acquisition, expansion or
divestiture projects on time, on budget or as planned; difficulty
in integrating recent or future acquisitions into our operations;
general risks, costs and uncertainties relating to the development
of new venues and expansion of existing facilities; risks
associated with equity investments, strategic alliances and other
third-party agreements; inability to respond to rapid technological
changes in a timely manner; inadvertent infringement of the
intellectual property of others; inability to protect our own
intellectual property rights; payment-related risks, such as risk
associated with fraudulent credit card and debit card use;
compliance with the Foreign Corrupt Practices Act or applicable
money-laundering regulations; risks related to pending or future
legal proceedings and other actions; inability to negotiate
agreements with industry constituents, including horsemen and other
racetracks; work stoppages and labor issues; changes in consumer
preferences, attendance, wagering and sponsorship with respect to
Churchill Downs Racetrack and the Kentucky Derby; personal injury
litigation related to injuries occurring at our racetracks; weather
and other conditions affecting our ability to conduct live racing;
the occurrence of extraordinary events, such as terrorist attacks,
public health threats, civil unrest, and inclement weather;
political events; changes in the regulatory environment of our
racing operations; increased competition in the horse racing
business; difficulty in attracting a sufficient number of horses
and trainers for full field horse races; our inability to utilize
and provide totalizator services; changes in regulatory environment
of our online horse wagering business; a reduction in the number of
people wagering on live horse races; increase in competition in our
online horse racing wagering business; uncertainty and changes in
the legal landscape relating to our online horse racing wagering
business; continued legalization of online sports betting and
iGaming in the United States and our ability to predict and
capitalize on any such legalization; inability to expand our
TwinSpires Sports and Casino business and effectively compete;
failure to manage risks associated with sports betting; failure to
comply with laws requiring us to block access to certain
individuals could result in penalties or impairment with respect to
our mobile and online wagering products; the ability of the Company
to comply with laws and regulations regarding data protection;
increased competition in our casino business; changes in regulatory
environment of our casino business; concentration and evolution of
slot machine manufacturing and other technology conditions that
could impose additional costs; and inability to collect gaming
receivables from the customers to whom we extend credit.
We do not undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Contact: Nick Zangari(502)
394-1157Nick.Zangari@kyderby.com
CHURCHILL DOWNS
INCORPORATEDCONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)(unaudited except year
ended 2020 and 2019 amounts)
|
Three Months EndedDecember
31, |
|
Years EndedDecember 31, |
(in millions, except per
common share data) |
2020 |
|
2019 |
|
2020 |
|
2019 |
Net
revenue: |
|
|
|
|
|
|
|
Churchill Downs |
$ |
35.2 |
|
|
$ |
39.6 |
|
|
$ |
142.8 |
|
|
$ |
274.2 |
|
Online Wagering |
93.9 |
|
|
61.6 |
|
|
408.3 |
|
|
290.5 |
|
Gaming |
121.7 |
|
|
167.7 |
|
|
441.4 |
|
|
692.4 |
|
All Other |
27.4 |
|
|
11.7 |
|
|
61.5 |
|
|
72.6 |
|
Total net revenue |
278.2 |
|
|
280.6 |
|
|
1,054.0 |
|
|
1,329.7 |
|
Operating
expense: |
|
|
|
|
|
|
|
Churchill Downs |
35.9 |
|
|
36.0 |
|
|
141.9 |
|
|
163.8 |
|
Online Wagering |
65.1 |
|
|
46.5 |
|
|
273.3 |
|
|
205.8 |
|
Gaming |
93.3 |
|
|
132.6 |
|
|
360.4 |
|
|
528.1 |
|
All Other |
31.7 |
|
|
29.1 |
|
|
84.9 |
|
|
89.0 |
|
Selling, general and administrative expense |
29.5 |
|
|
32.6 |
|
|
114.8 |
|
|
122.0 |
|
Impairment of intangible assets |
— |
|
|
— |
|
|
17.5 |
|
|
— |
|
Transaction expense, net |
— |
|
|
0.3 |
|
|
1.0 |
|
|
5.3 |
|
Total operating expense |
255.5 |
|
|
277.1 |
|
|
993.8 |
|
|
1,114.0 |
|
Operating
income |
22.7 |
|
|
3.5 |
|
|
60.2 |
|
|
215.7 |
|
Other income
(expense): |
|
|
|
|
|
|
|
Interest expense, net |
(20.7 |
) |
|
(18.9 |
) |
|
(80.0 |
) |
|
(70.9 |
) |
Equity in income of unconsolidated investments |
14.5 |
|
|
22.9 |
|
|
27.7 |
|
|
50.6 |
|
Miscellaneous, net |
0.2 |
|
|
0.4 |
|
|
0.1 |
|
|
1.0 |
|
Total other (expense) income |
(6.0 |
) |
|
4.4 |
|
|
(52.2 |
) |
|
(19.3 |
) |
Income from continuing
operations before provision for income taxes |
16.7 |
|
|
7.9 |
|
|
8.0 |
|
|
196.4 |
|
Income tax (provision)
benefit |
(0.3 |
) |
|
(3.7 |
) |
|
5.3 |
|
|
(56.8 |
) |
Income from continuing operations, net of tax |
16.4 |
|
|
4.2 |
|
|
13.3 |
|
|
139.6 |
|
Income (loss) from
discontinued operations, net of tax |
0.7 |
|
|
(0.5 |
) |
|
(95.4 |
) |
|
(2.4 |
) |
Net income (loss) before
noncontrolling interest |
17.1 |
|
|
3.7 |
|
|
(82.1 |
) |
|
137.2 |
|
Net loss attributable to
noncontrolling interest |
— |
|
|
(0.3 |
) |
|
(0.2 |
) |
|
(0.3 |
) |
Net income (loss) attributable to Churchill Downs
Incorporated |
$ |
17.1 |
|
|
$ |
4.0 |
|
|
$ |
(81.9 |
) |
|
$ |
137.5 |
|
Net income (loss) per
common share data - basic: |
|
|
|
|
|
|
|
Continuing operations |
$ |
0.41 |
|
|
$ |
0.11 |
|
|
$ |
0.34 |
|
|
$ |
3.49 |
|
Discontinued operations |
$ |
0.02 |
|
|
$ |
(0.01 |
) |
|
$ |
(2.41 |
) |
|
$ |
(0.06 |
) |
Net income (loss) per common share - basic |
$ |
0.43 |
|
|
$ |
— |
|
|
$ |
(2.07 |
) |
|
$ |
3.43 |
|
|
|
|
|
|
|
|
|
Net income (loss) per
common share data - diluted: |
|
|
|
|
|
|
|
Continuing operations |
$ |
0.41 |
|
|
$ |
0.11 |
|
|
$ |
0.33 |
|
|
$ |
3.44 |
|
Discontinued operations |
$ |
0.02 |
|
|
$ |
(0.01 |
) |
|
$ |
(2.41 |
) |
|
$ |
(0.06 |
) |
Net income (loss) per common share - diluted |
$ |
0.43 |
|
|
$ |
— |
|
|
$ |
(2.08 |
) |
|
$ |
3.38 |
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding: |
|
|
|
|
|
|
|
Basic |
39.6 |
|
|
40.6 |
|
|
39.6 |
|
|
40.1 |
|
Diluted |
40.2 |
|
|
41.0 |
|
|
40.1 |
|
|
40.6 |
|
|
|
|
|
|
|
|
|
Comprehensive income
(loss) attributable to Churchill Downs Incorporated |
$ |
17.1 |
|
|
$ |
4.0 |
|
|
$ |
(81.9 |
) |
|
$ |
137.5 |
|
CHURCHILL DOWNS
INCORPORATEDCONSOLIDATED BALANCE
SHEETSDecember 31,
(in millions) |
2020 |
|
2019 |
ASSETS |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
67.4 |
|
|
$ |
96.2 |
|
Restricted cash |
53.6 |
|
|
46.3 |
|
Accounts receivable, net of allowance for doubtful accounts of $4.9
in 2020 and $4.4 in 2019 |
36.5 |
|
|
37.3 |
|
Income taxes receivable |
49.4 |
|
|
14.5 |
|
Other current assets |
28.2 |
|
|
26.9 |
|
Total current assets |
235.1 |
|
|
221.2 |
|
Property and equipment,
net |
1,082.1 |
|
|
937.3 |
|
Investment in and advances to
unconsolidated affiliates |
630.6 |
|
|
634.5 |
|
Goodwill |
366.8 |
|
|
367.1 |
|
Other intangible assets,
net |
350.6 |
|
|
369.8 |
|
Other assets |
21.2 |
|
|
21.1 |
|
Total assets |
$ |
2,686.4 |
|
|
$ |
2,551.0 |
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
Current liabilities: |
|
|
|
Accounts payable |
$ |
70.7 |
|
|
$ |
57.8 |
|
Accrued expenses and other current liabilities |
167.8 |
|
|
173.4 |
|
Current deferred revenue |
32.8 |
|
|
42.5 |
|
Current maturities of long-term debt |
4.0 |
|
|
4.0 |
|
Dividends payable |
24.9 |
|
|
23.5 |
|
Current liabilities of discontinued operations |
124.0 |
|
|
— |
|
Total current liabilities |
424.2 |
|
|
301.2 |
|
Long-term debt (net of current
maturities and loan origination fees of $3.2 in 2020 and $4.0 in
2019) |
530.5 |
|
|
384.0 |
|
Notes payable (net of debt
issuance costs of $12.2 in 2020 and $14.1 in 2019) |
1,087.8 |
|
|
1,085.9 |
|
Non-current deferred
revenue |
17.1 |
|
|
16.7 |
|
Deferred income taxes |
213.9 |
|
|
212.8 |
|
Other liabilities |
45.8 |
|
|
39.4 |
|
Total liabilities |
2,319.3 |
|
|
2,040.0 |
|
Commitments and
contingencies |
|
|
|
Shareholders' equity: |
|
|
|
Preferred stock, no par value; 0.3 shares authorized; no shares
issued or outstanding |
— |
|
|
— |
|
Common stock, no par value; 150.0 shares authorized; 39.5 shares
issued and outstanding in 2020 and 39.7 shares in 2019 |
18.2 |
|
|
— |
|
Retained earnings |
349.8 |
|
|
509.2 |
|
Accumulated other comprehensive loss |
(0.9 |
) |
|
(0.9 |
) |
Total Churchill Downs Incorporated shareholders' equity |
367.1 |
|
|
508.3 |
|
Noncontrolling interest |
— |
|
|
2.7 |
|
Total shareholders' equity |
367.1 |
|
|
511.0 |
|
Total liabilities and shareholders' equity |
$ |
2,686.4 |
|
|
$ |
2,551.0 |
|
CHURCHILL DOWNS
INCORPORATEDCONSOLIDATED STATEMENTS OF CASH
FLOWSfor the years ended December 31,
(in millions) |
2020 |
|
2019 |
Cash flows from
operating activities: |
|
|
|
Net (loss) income |
$ |
(82.1 |
) |
|
$ |
137.2 |
|
Adjustments to reconcile net (loss) income to net cash provided by
operating activities: |
|
|
|
Depreciation and amortization |
92.9 |
|
|
96.4 |
|
Equity in income of unconsolidated affiliates |
(27.7 |
) |
|
(50.6 |
) |
Distributions from unconsolidated affiliates |
30.7 |
|
|
38.1 |
|
Stock-based compensation |
23.7 |
|
|
23.8 |
|
Deferred income taxes |
1.1 |
|
|
31.5 |
|
Impairment of intangible assets |
17.5 |
|
|
— |
|
Amortization of operating lease assets |
5.0 |
|
|
4.6 |
|
Other |
4.5 |
|
|
2.8 |
|
Changes in operating assets and liabilities, net of businesses
acquired and dispositions: |
|
|
|
Income taxes |
(34.3 |
) |
|
2.5 |
|
Deferred revenue |
(8.3 |
) |
|
(9.3 |
) |
Current liabilities of discontinued operations |
124.0 |
|
|
— |
|
Other assets and liabilities |
(5.1 |
) |
|
12.6 |
|
Net cash provided by operating activities |
141.9 |
|
|
289.6 |
|
Cash flows from
investing activities: |
|
|
|
Capital maintenance expenditures |
(23.0 |
) |
|
(48.3 |
) |
Capital project expenditures |
(211.2 |
) |
|
(82.9 |
) |
Acquisition of businesses, net of cash acquired |
— |
|
|
(206.6 |
) |
Investments in and advances to unconsolidated affiliates |
— |
|
|
(410.1 |
) |
Acquisition of other intangible assets |
— |
|
|
(32.1 |
) |
Other |
(5.2 |
) |
|
(1.2 |
) |
Net cash used in investing activities |
(239.4 |
) |
|
(781.2 |
) |
Cash flows from
financing activities: |
|
|
|
Proceeds from borrowings under long-term debt obligations |
726.1 |
|
|
1,236.3 |
|
Repayments of borrowings under long-term debt obligations |
(580.4 |
) |
|
(640.3 |
) |
Payment of dividends |
(23.4 |
) |
|
(22.2 |
) |
Repurchase of common stock |
(28.4 |
) |
|
(95.0 |
) |
Cash settlement of stock awards |
(12.7 |
) |
|
— |
|
Taxes paid related to net share settlement of stock awards |
(18.7 |
) |
|
(11.5 |
) |
Debt issuance costs |
(2.0 |
) |
|
(8.9 |
) |
Change in bank overdraft |
13.4 |
|
|
— |
|
Other |
2.1 |
|
|
2.4 |
|
Net cash provided by financing activities |
76.0 |
|
|
460.8 |
|
Net decrease in cash,
cash equivalents and restricted cash |
(21.5 |
) |
|
(30.8 |
) |
Cash, cash equivalents and
restricted cash, beginning of year |
142.5 |
|
|
173.3 |
|
Cash, cash equivalents and
restricted cash, end of year |
$ |
121.0 |
|
|
$ |
142.5 |
|
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL
INFORMATION(unaudited)
|
Three Months Ended December 31, |
|
Years Ended December 31, |
(in millions) |
2020 |
|
2019 |
|
2020 |
|
2019 |
GAAP net income (loss) attributable to Churchill Downs
Incorporated |
$ |
17.1 |
|
|
$ |
4.0 |
|
|
$ |
(81.9 |
) |
|
$ |
137.5 |
|
|
|
|
|
|
|
|
|
Adjustments, continuing
operations: |
|
|
|
|
|
|
|
Changes in fair value of interest rate swaps related to Midwest
Gaming |
(1.8 |
) |
|
(3.0 |
) |
|
12.9 |
|
|
12.4 |
|
Recapitalization and transaction costs related to Midwest
Gaming |
— |
|
|
— |
|
|
— |
|
|
4.7 |
|
Transaction, pre-opening and other expense |
1.5 |
|
|
2.0 |
|
|
13.0 |
|
|
10.6 |
|
Amortization of purchase and sale agreement rights for Turfway Park
Acquisition |
— |
|
|
10.0 |
|
|
— |
|
|
10.0 |
|
Legal reserves |
— |
|
|
— |
|
|
— |
|
|
3.6 |
|
Impairment of intangible assets |
— |
|
|
— |
|
|
17.5 |
|
|
— |
|
Income tax impact on net income adjustments(a) |
0.1 |
|
|
(2.3 |
) |
|
(12.2 |
) |
|
(9.6 |
) |
NOL Carryback |
(10.4 |
) |
|
— |
|
|
(13.3 |
) |
|
— |
|
Re-measurement of net deferred tax liabilities |
1.9 |
|
|
5.6 |
|
|
1.9 |
|
|
8.3 |
|
Total adjustments, continuing
operations |
(8.7 |
) |
|
12.3 |
|
|
19.8 |
|
|
40.0 |
|
Big Fish Games net (income)
loss(b) |
(0.7 |
) |
|
0.5 |
|
|
95.4 |
|
|
2.4 |
|
Total adjustments |
(9.4 |
) |
|
12.8 |
|
|
115.2 |
|
|
42.4 |
|
Adjusted net income
attributable to Churchill Downs Incorporated |
$ |
7.7 |
|
|
$ |
16.8 |
|
|
$ |
33.3 |
|
|
$ |
179.9 |
|
|
|
|
|
|
|
|
|
Adjusted diluted EPS |
$ |
0.19 |
|
|
$ |
0.42 |
|
|
$ |
0.83 |
|
|
$ |
4.43 |
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding - Diluted |
40.2 |
|
|
40.5 |
|
|
40.1 |
|
|
40.6 |
|
(a) The income tax impact for each adjustment
is derived by applying the effective tax rate, including current
and deferred income tax expense, based upon the jurisdiction and
the nature of the adjustment.
(b) Due to the Big Fish Transaction, Big Fish
Games is presented as a discontinued operation.
|
Three Months Ended December 31, |
|
Years Ended December 31, |
(in millions) |
2020 |
|
2019 |
|
2020 |
|
2019 |
Total
Handle |
|
|
|
|
|
|
|
Churchill Downs Racetrack |
$ |
134.3 |
|
|
$ |
149.7 |
|
|
$ |
600.2 |
|
|
$ |
726.1 |
|
TwinSpires Horse Racing(a) |
455.5 |
|
|
$ |
314.3 |
|
|
1,977.4 |
|
|
$ |
1,456.4 |
|
(a) Total handle generated by Velocity is not included in total
handle from TwinSpires Horse Racing
CHURCHILL DOWNS
INCORPORATEDSUPPLEMENTAL
INFORMATION(unaudited except year ended 2020 and
2019 amounts)
|
Three Months Ended December 31, |
|
Years Ended December 31, |
(in millions) |
2020 |
|
2019 |
|
2020 |
|
2019 |
Net revenue from
external customers: |
|
|
|
|
|
|
|
Churchill Downs: |
|
|
|
|
|
|
|
Churchill Downs Racetrack |
$ |
10.9 |
|
|
$ |
15.4 |
|
|
$ |
63.3 |
|
|
$ |
187.6 |
|
Derby City Gaming |
24.3 |
|
|
24.2 |
|
|
79.5 |
|
|
86.6 |
|
Total Churchill Downs |
35.2 |
|
|
39.6 |
|
|
142.8 |
|
|
274.2 |
|
Online Wagering: |
|
|
|
|
|
|
|
TwinSpires Horse Racing |
92.8 |
|
|
61.1 |
|
|
403.4 |
|
|
289.9 |
|
TwinSpires Sports and Casino |
1.1 |
|
|
0.5 |
|
|
4.9 |
|
|
0.6 |
|
Total Online Wagering |
93.9 |
|
|
61.6 |
|
|
408.3 |
|
|
290.5 |
|
Gaming: |
|
|
|
|
|
|
|
Fair Grounds and VSI |
27.0 |
|
|
29.6 |
|
|
97.6 |
|
|
123.0 |
|
Presque Isle |
17.9 |
|
|
33.6 |
|
|
75.2 |
|
|
138.5 |
|
Ocean Downs |
18.1 |
|
|
18.9 |
|
|
60.3 |
|
|
85.9 |
|
Calder |
17.8 |
|
|
24.4 |
|
|
51.8 |
|
|
99.8 |
|
Oxford Casino |
12.5 |
|
|
24.3 |
|
|
44.9 |
|
|
101.7 |
|
Riverwalk Casino |
13.0 |
|
|
14.8 |
|
|
49.1 |
|
|
58.9 |
|
Harlow’s Casino |
11.5 |
|
|
13.4 |
|
|
41.8 |
|
|
55.3 |
|
Lady Luck Nemacolin |
3.9 |
|
|
8.7 |
|
|
20.7 |
|
|
29.3 |
|
Total Gaming |
121.7 |
|
|
167.7 |
|
|
441.4 |
|
|
692.4 |
|
All Other |
27.4 |
|
|
11.7 |
|
|
61.5 |
|
|
72.6 |
|
Net revenue from external customers |
$ |
278.2 |
|
|
$ |
280.6 |
|
|
$ |
1,054.0 |
|
|
$ |
1,329.7 |
|
|
|
|
|
|
|
|
|
Intercompany net
revenues: |
|
|
|
|
|
|
|
Churchill Downs |
$ |
3.3 |
|
|
$ |
2.6 |
|
|
$ |
17.7 |
|
|
$ |
15.2 |
|
Online Wagering |
0.3 |
|
|
0.2 |
|
|
1.6 |
|
|
1.1 |
|
Gaming: |
|
|
|
|
|
|
|
Fair Grounds and VSI |
0.7 |
|
|
0.5 |
|
|
2.2 |
|
|
1.8 |
|
Presque Isle |
0.1 |
|
|
0.1 |
|
|
0.2 |
|
|
0.5 |
|
Calder |
0.1 |
|
|
— |
|
|
0.1 |
|
|
0.1 |
|
Total Gaming |
0.9 |
|
|
0.6 |
|
|
2.5 |
|
|
2.4 |
|
All Other |
3.3 |
|
|
2.6 |
|
|
13.2 |
|
|
11.6 |
|
Eliminations |
(7.8 |
) |
|
(6.0 |
) |
|
(35.0 |
) |
|
(30.3 |
) |
Intercompany net revenue |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION(unaudited except
year ended 2020 and 2019 amounts)
|
Three Months Ended December 31, 2020 |
(in millions) |
Churchill Downs |
|
Online Wagering |
|
Gaming |
|
Total Segments |
|
All Other |
|
Total |
Net revenue from
external customers |
|
|
|
|
|
|
|
|
|
|
|
Pari-mutuel: |
|
|
|
|
|
|
|
|
|
|
|
Live and simulcast racing |
$ |
9.2 |
|
|
$ |
89.0 |
|
|
$ |
6.7 |
|
|
$ |
104.9 |
|
|
$ |
5.6 |
|
|
$ |
110.5 |
|
Historical racing(a) |
23.4 |
|
|
— |
|
|
— |
|
|
23.4 |
|
|
15.4 |
|
|
38.8 |
|
Racing event-related
services |
1.4 |
|
|
— |
|
|
0.7 |
|
|
2.1 |
|
|
— |
|
|
2.1 |
|
Gaming(a) |
— |
|
|
1.3 |
|
|
109.0 |
|
|
110.3 |
|
|
— |
|
|
110.3 |
|
Other(a) |
1.2 |
|
|
3.6 |
|
|
5.3 |
|
|
10.1 |
|
|
6.4 |
|
|
16.5 |
|
Total |
$ |
35.2 |
|
|
$ |
93.9 |
|
|
$ |
121.7 |
|
|
$ |
250.8 |
|
|
$ |
27.4 |
|
|
$ |
278.2 |
|
|
Three Months Ended December 31, 2019 |
(in millions) |
Churchill Downs |
|
Online Wagering |
|
Gaming |
|
Total Segments |
|
All Other |
|
Total |
Net revenue from
external customers |
|
|
|
|
|
|
|
|
|
|
|
Pari-mutuel: |
|
|
|
|
|
|
|
|
|
|
|
Live and simulcast racing |
$ |
10.9 |
|
|
$ |
58.4 |
|
|
$ |
6.8 |
|
|
$ |
76.1 |
|
|
$ |
6.4 |
|
|
$ |
82.5 |
|
Historical racing(a) |
22.9 |
|
|
— |
|
|
— |
|
|
22.9 |
|
|
— |
|
|
22.9 |
|
Racing event-related
services |
3.7 |
|
|
— |
|
|
1.0 |
|
|
4.7 |
|
|
0.3 |
|
|
5.0 |
|
Gaming(a) |
— |
|
|
0.5 |
|
|
142.8 |
|
|
143.3 |
|
|
— |
|
|
143.3 |
|
Other(a) |
2.1 |
|
|
2.7 |
|
|
17.1 |
|
|
21.9 |
|
|
5.0 |
|
|
26.9 |
|
Total |
$ |
39.6 |
|
|
$ |
61.6 |
|
|
$ |
167.7 |
|
|
$ |
268.9 |
|
|
$ |
11.7 |
|
|
$ |
280.6 |
|
(a) Food and beverage, hotel, and other services
furnished to customers for free as an inducement to wager or
through the redemption of our customers' loyalty points are
recorded at the estimated standalone selling prices in Other
revenue with a corresponding offset recorded as a reduction in
historical racing pari-mutuel revenue for HRMs or gaming revenue
for our casino properties. These amounts were $2.6 million for the
three months ended December 31, 2020 and $8.7 million for the three
months ended December 31, 2019.
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION(unaudited except
year ended 2020 and 2019 amounts)
|
Twelve Months Ended December 31, 2020 |
(in millions) |
Churchill Downs |
|
Online Wagering |
|
Gaming |
|
Total Segments |
|
All Other |
|
Total |
Net revenue from
external customers |
|
|
|
|
|
|
|
|
|
|
|
Pari-mutuel: |
|
|
|
|
|
|
|
|
|
|
|
Live and simulcast racing |
$ |
39.4 |
|
|
$ |
387.5 |
|
|
$ |
22.9 |
|
|
$ |
449.8 |
|
|
$ |
25.3 |
|
|
$ |
475.1 |
|
Historical racing(b) |
76.0 |
|
|
— |
|
|
— |
|
|
76.0 |
|
|
17.6 |
|
|
93.6 |
|
Racing event-related
services |
21.0 |
|
|
— |
|
|
3.4 |
|
|
24.4 |
|
|
0.3 |
|
|
24.7 |
|
Gaming(b) |
— |
|
|
5.1 |
|
|
387.5 |
|
|
392.6 |
|
|
— |
|
|
392.6 |
|
Other(b) |
6.4 |
|
|
15.7 |
|
|
27.6 |
|
|
49.7 |
|
|
18.3 |
|
|
68.0 |
|
Total |
$ |
142.8 |
|
|
$ |
408.3 |
|
|
$ |
441.4 |
|
|
$ |
992.5 |
|
|
$ |
61.5 |
|
|
$ |
1,054.0 |
|
|
Twelve Months Ended December 31, 2019 |
(in millions) |
Churchill Downs |
|
Online Wagering |
|
Gaming |
|
Total Segments |
|
All Other |
|
Total |
Net revenue from
external customers |
|
|
|
|
|
|
|
|
|
|
|
Pari-mutuel: |
|
|
|
|
|
|
|
|
|
|
|
Live and simulcast racing |
$ |
59.0 |
|
|
$ |
277.1 |
|
|
$ |
30.7 |
|
|
$ |
366.8 |
|
|
$ |
41.1 |
|
|
$ |
407.9 |
|
Historical racing(b) |
81.6 |
|
|
— |
|
|
— |
|
|
81.6 |
|
|
— |
|
|
81.6 |
|
Racing event-related
services |
118.7 |
|
|
— |
|
|
4.1 |
|
|
122.8 |
|
|
5.6 |
|
|
128.4 |
|
Gaming(b) |
— |
|
|
0.6 |
|
|
585.2 |
|
|
585.8 |
|
|
— |
|
|
585.8 |
|
Other(b) |
14.9 |
|
|
12.8 |
|
|
72.4 |
|
|
100.1 |
|
|
25.9 |
|
|
126.0 |
|
Total |
$ |
274.2 |
|
|
$ |
290.5 |
|
|
$ |
692.4 |
|
|
$ |
1,257.1 |
|
|
$ |
72.6 |
|
|
$ |
1,329.7 |
|
(b) Food and beverage, hotel, and other services
furnished to customers for free as an inducement to wager or
through the redemption of our customers' loyalty points are
recorded at the estimated standalone selling prices in Other
revenue with a corresponding offset recorded as a reduction in
historical racing pari-mutuel revenue for HRMs or gaming revenue
for our casino properties. These amounts were $13.1 million in
2020 and $33.4 million in 2019.
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION(unaudited except
year ended 2020 and 2019 amounts)
Adjusted EBITDA by segment is comprised of the following:
|
Three Months Ended December 31, 2020 |
(in millions) |
Churchill Downs |
|
Online Wagering |
|
Gaming |
|
Total Segments |
|
All Other |
|
Eliminations |
|
Total |
Net revenue |
$ |
38.5 |
|
|
$ |
94.2 |
|
|
$ |
122.6 |
|
|
$ |
255.3 |
|
|
$ |
30.7 |
|
|
$ |
(7.8 |
) |
|
$ |
278.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes and purses |
(13.8 |
) |
|
(5.2 |
) |
|
(47.8 |
) |
|
(66.8 |
) |
|
(8.1 |
) |
|
— |
|
|
(74.9 |
) |
Marketing and advertising |
(0.4 |
) |
|
(3.2 |
) |
|
(1.2 |
) |
|
(4.8 |
) |
|
(1.6 |
) |
|
— |
|
|
(6.4 |
) |
Salaries and benefits |
(7.0 |
) |
|
(3.4 |
) |
|
(18.3 |
) |
|
(28.7 |
) |
|
(8.3 |
) |
|
— |
|
|
(37.0 |
) |
Content expenses |
(0.3 |
) |
|
(48.5 |
) |
|
(0.6 |
) |
|
(49.4 |
) |
|
(1.5 |
) |
|
7.4 |
|
|
(43.5 |
) |
Selling, general, and
administrative expense |
(1.7 |
) |
|
(2.2 |
) |
|
(6.5 |
) |
|
(10.4 |
) |
|
(12.7 |
) |
|
0.4 |
|
|
(22.7 |
) |
Other operating expense |
(7.4 |
) |
|
(8.1 |
) |
|
(15.8 |
) |
|
(31.3 |
) |
|
(5.4 |
) |
|
0.1 |
|
|
(36.6 |
) |
Other income |
0.1 |
|
|
— |
|
|
21.9 |
|
|
22.0 |
|
|
0.2 |
|
|
(0.1 |
) |
|
22.1 |
|
Adjusted EBITDA |
$ |
8.0 |
|
|
$ |
23.6 |
|
|
$ |
54.3 |
|
|
$ |
85.9 |
|
|
$ |
(6.7 |
) |
|
$ |
— |
|
|
$ |
79.2 |
|
|
Three Months Ended December 31, 2019 |
(in millions) |
Churchill Downs |
|
Online Wagering |
|
Gaming |
|
Total Segments |
|
All Other |
|
Eliminations |
|
Total |
Net revenue |
$ |
42.2 |
|
|
$ |
61.8 |
|
|
$ |
168.3 |
|
|
$ |
272.3 |
|
|
$ |
14.3 |
|
|
$ |
(6.0 |
) |
|
$ |
280.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes & purses |
(14.4 |
) |
|
(3.3 |
) |
|
(65.6 |
) |
|
(83.3 |
) |
|
(3.9 |
) |
|
— |
|
|
(87.2 |
) |
Marketing and advertising |
(1.3 |
) |
|
(3.1 |
) |
|
(5.8 |
) |
|
(10.2 |
) |
|
(0.2 |
) |
|
0.1 |
|
|
(10.3 |
) |
Salaries and benefits |
(7.5 |
) |
|
(3.2 |
) |
|
(26.8 |
) |
|
(37.5 |
) |
|
(6.0 |
) |
|
— |
|
|
(43.5 |
) |
Content expenses |
(0.6 |
) |
|
(32.4 |
) |
|
(1.5 |
) |
|
(34.5 |
) |
|
(2.0 |
) |
|
5.6 |
|
|
(30.9 |
) |
Selling, general, and
administrative expense |
(2.2 |
) |
|
(1.7 |
) |
|
(7.8 |
) |
|
(11.7 |
) |
|
(13.3 |
) |
|
0.3 |
|
|
(24.7 |
) |
Other operating expense |
(7.1 |
) |
|
(5.9 |
) |
|
(22.1 |
) |
|
(35.1 |
) |
|
(5.1 |
) |
|
0.1 |
|
|
(40.1 |
) |
Other income |
0.1 |
|
|
— |
|
|
29.6 |
|
|
29.7 |
|
|
0.3 |
|
|
(0.1 |
) |
|
29.9 |
|
Adjusted EBITDA |
$ |
9.2 |
|
|
$ |
12.2 |
|
|
$ |
68.3 |
|
|
$ |
89.7 |
|
|
$ |
(15.9 |
) |
|
$ |
— |
|
|
$ |
73.8 |
|
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION(unaudited except
year ended 2020 and 2019 amounts)
Adjusted EBITDA by segment is comprised of the following:
|
Twelve Months Ended December 31, 2020 |
(in millions) |
Churchill Downs |
|
Online Wagering |
|
Gaming |
|
Total Segments |
|
All Other |
|
Eliminations |
|
Total |
Net revenue |
$ |
160.5 |
|
|
$ |
409.9 |
|
|
$ |
443.9 |
|
|
$ |
1,014.3 |
|
|
$ |
74.7 |
|
|
$ |
(35.0 |
) |
|
$ |
1,054.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes & purses |
(54.1 |
) |
|
(23.7 |
) |
|
(173.0 |
) |
|
(250.8 |
) |
|
(17.5 |
) |
|
— |
|
|
(268.3 |
) |
Marketing and advertising |
(4.1 |
) |
|
(16.5 |
) |
|
(7.5 |
) |
|
(28.1 |
) |
|
(2.2 |
) |
|
0.2 |
|
|
(30.1 |
) |
Salaries and benefits |
(26.5 |
) |
|
(13.0 |
) |
|
(75.9 |
) |
|
(115.4 |
) |
|
(23.5 |
) |
|
— |
|
|
(138.9 |
) |
Content expenses |
(1.0 |
) |
|
(204.9 |
) |
|
(3.5 |
) |
|
(209.4 |
) |
|
(4.2 |
) |
|
33.0 |
|
|
(180.6 |
) |
Selling, general, and
administrative expense |
(7.0 |
) |
|
(8.9 |
) |
|
(25.4 |
) |
|
(41.3 |
) |
|
(45.6 |
) |
|
1.5 |
|
|
(85.4 |
) |
Other operating expense |
(29.6 |
) |
|
(33.7 |
) |
|
(60.8 |
) |
|
(124.1 |
) |
|
(19.5 |
) |
|
0.3 |
|
|
(143.3 |
) |
Other income |
0.1 |
|
|
0.1 |
|
|
78.9 |
|
|
79.1 |
|
|
— |
|
|
— |
|
|
79.1 |
|
Adjusted EBITDA |
$ |
38.3 |
|
|
$ |
109.3 |
|
|
$ |
176.7 |
|
|
$ |
324.3 |
|
|
$ |
(37.8 |
) |
|
$ |
— |
|
|
$ |
286.5 |
|
|
Twelve Months Ended December 31, 2019 |
(in millions) |
Churchill Downs |
|
Online Wagering |
|
Gaming |
|
Total Segments |
|
All Other |
|
Eliminations |
|
Total |
Net revenue |
$ |
289.4 |
|
|
$ |
291.6 |
|
|
$ |
694.8 |
|
|
$ |
1,275.8 |
|
|
$ |
84.2 |
|
|
$ |
(30.3 |
) |
|
$ |
1,329.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes & purses |
(66.5 |
) |
|
(15.3 |
) |
|
(270.3 |
) |
|
(352.1 |
) |
|
(17.6 |
) |
|
— |
|
|
(369.7 |
) |
Marketing and advertising |
(7.1 |
) |
|
(12.2 |
) |
|
(21.5 |
) |
|
(40.8 |
) |
|
(1.3 |
) |
|
0.4 |
|
|
(41.7 |
) |
Salaries and benefits |
(32.0 |
) |
|
(11.4 |
) |
|
(103.3 |
) |
|
(146.7 |
) |
|
(24.5 |
) |
|
— |
|
|
(171.2 |
) |
Content expenses |
(2.4 |
) |
|
(152.8 |
) |
|
(6.0 |
) |
|
(161.2 |
) |
|
(8.2 |
) |
|
28.6 |
|
|
(140.8 |
) |
Selling, general, and
administrative expense |
(8.0 |
) |
|
(7.2 |
) |
|
(29.0 |
) |
|
(44.2 |
) |
|
(46.8 |
) |
|
1.0 |
|
|
(90.0 |
) |
Other operating expense |
(35.9 |
) |
|
(26.4 |
) |
|
(84.1 |
) |
|
(146.4 |
) |
|
(19.8 |
) |
|
0.3 |
|
|
(165.9 |
) |
Other income |
0.2 |
|
|
— |
|
|
100.3 |
|
|
100.5 |
|
|
0.5 |
|
|
— |
|
|
101.0 |
|
Adjusted EBITDA |
$ |
137.7 |
|
|
$ |
66.3 |
|
|
$ |
280.9 |
|
|
$ |
484.9 |
|
|
$ |
(33.5 |
) |
|
$ |
— |
|
|
$ |
451.4 |
|
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION(unaudited except
year ended 2020 and 2019 amounts)
|
Three Months EndedDecember
31, |
|
Years EndedDecember 31, |
(in millions) |
2020 |
|
2019 |
|
2020 |
|
2019 |
Reconciliation of
Comprehensive Income (Loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Churchill Downs
Incorporated |
$ |
17.1 |
|
|
$ |
4.0 |
|
|
$ |
(81.9 |
) |
|
$ |
137.5 |
|
Net loss attributable to noncontrolling interest |
— |
|
|
0.3 |
|
|
0.2 |
|
|
0.3 |
|
Net income (loss) before noncontrolling interest |
17.1 |
|
|
3.7 |
|
|
(82.1 |
) |
|
137.2 |
|
(Income) loss from discontinued operations, net of tax |
(0.7 |
) |
|
0.5 |
|
|
95.4 |
|
|
2.4 |
|
Income from continuing
operations, net of tax |
16.4 |
|
|
4.2 |
|
|
13.3 |
|
|
139.6 |
|
Additions: |
|
|
|
|
|
|
|
Depreciation and amortization |
26.4 |
|
|
32.1 |
|
|
92.9 |
|
|
96.4 |
|
Interest expense |
20.7 |
|
|
18.9 |
|
|
80.0 |
|
|
70.9 |
|
Income tax (benefit) provision |
0.3 |
|
|
3.7 |
|
|
(5.3 |
) |
|
56.8 |
|
EBITDA |
$ |
63.8 |
|
|
$ |
58.9 |
|
|
$ |
180.9 |
|
|
$ |
363.7 |
|
|
|
|
|
|
|
|
|
Adjustments to EBITDA: |
|
|
|
|
|
|
|
Selling, general and administrative: |
|
|
|
|
|
|
|
Stock-based compensation expense |
$ |
6.4 |
|
|
$ |
6.2 |
|
|
$ |
23.7 |
|
|
$ |
23.8 |
|
Legal reserves |
— |
|
|
— |
|
|
— |
|
|
3.6 |
|
Other, net |
0.1 |
|
|
0.4 |
|
|
0.8 |
|
|
0.4 |
|
Pre-opening expense |
1.4 |
|
|
1.5 |
|
|
11.2 |
|
|
5.1 |
|
Other income, expense: |
|
|
|
|
|
|
|
Interest, depreciation and amortization expense related to equity
investments |
9.3 |
|
|
9.7 |
|
|
38.5 |
|
|
32.6 |
|
Changes in fair value of Midwest Gaming's interest rate swaps |
(1.8 |
) |
|
(3.0 |
) |
|
12.9 |
|
|
12.4 |
|
Midwest Gaming's recapitalization and transaction costs |
— |
|
|
— |
|
|
— |
|
|
4.7 |
|
Other charges and recoveries, net |
— |
|
|
(0.2 |
) |
|
— |
|
|
(0.2 |
) |
Transaction expense, net |
— |
|
|
0.3 |
|
|
1.0 |
|
|
5.3 |
|
Impairment of tangible and other intangible assets |
— |
|
|
— |
|
|
17.5 |
|
|
— |
|
Total adjustments to EBITDA |
15.4 |
|
|
14.9 |
|
|
105.6 |
|
|
87.7 |
|
Adjusted
EBITDA |
$ |
79.2 |
|
|
$ |
73.8 |
|
|
$ |
286.5 |
|
|
$ |
451.4 |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA by
segment: |
|
|
|
|
|
|
|
Churchill Downs |
$ |
8.0 |
|
|
$ |
9.2 |
|
|
$ |
38.3 |
|
|
$ |
137.7 |
|
Online Wagering |
23.6 |
|
|
12.2 |
|
|
109.3 |
|
|
66.3 |
|
Gaming |
54.3 |
|
|
68.3 |
|
|
176.7 |
|
|
280.9 |
|
Total segment Adjusted EBITDA |
85.9 |
|
|
89.7 |
|
|
324.3 |
|
|
484.9 |
|
All Other |
(6.7 |
) |
|
(15.9 |
) |
|
(37.8 |
) |
|
(33.5 |
) |
Total Adjusted EBITDA |
$ |
79.2 |
|
|
$ |
73.8 |
|
|
$ |
286.5 |
|
|
$ |
451.4 |
|
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL OPERATIONAL METRICS(Unaudited
except year ended 2020 and 2019 amounts)
|
Three Months Ended December 31, |
|
Six Months Ended December 31, |
|
Years Ended December 31, |
(in millions) |
2020 |
|
2019 |
|
Change |
|
2020 |
|
2019 |
|
Change |
|
2020 |
|
2019 |
|
Change |
Gaming
Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
$ |
122.6 |
|
|
$ |
168.3 |
|
|
(27.2 |
)% |
|
$ |
257.5 |
|
|
$ |
346.9 |
|
|
(25.8 |
)% |
|
$ |
443.9 |
|
|
$ |
694.8 |
|
|
(36.1 |
)% |
Adjusted EBITDA |
$ |
54.3 |
|
|
$ |
68.3 |
|
|
(20.5 |
)% |
|
$ |
129.7 |
|
|
$ |
140.0 |
|
|
(7.4 |
)% |
|
$ |
176.7 |
|
|
$ |
280.9 |
|
|
(37.1 |
)% |
Margin |
44.3 |
% |
|
40.6 |
% |
|
370bps |
|
50.4 |
% |
|
40.4 |
% |
|
1,000bps |
|
39.8 |
% |
|
40.4 |
% |
|
(60)bps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly-owned casino
margin(a) |
30.6 |
% |
|
26.6 |
% |
|
400bps |
|
32.0 |
% |
|
27.5 |
% |
|
450bps |
|
26.0 |
% |
|
29.0 |
% |
|
(300)bps |
Same store wholly-owned casino
margin excluding closures(b)(c) |
36.9 |
% |
|
31.2 |
% |
|
570bps |
|
36.6 |
% |
|
29.7 |
% |
|
690bps |
|
36.6 |
% |
|
29.7 |
% |
|
690bps |
(a) Wholly-owned casino margin only includes the
following casino-related results:
- Calder
- Fair Grounds Slots and VSI
- Harlow's
- Lady Luck Nemacolin
- Ocean Downs
- Oxford
- Presque Isle
- Riverwalk
(b) Presque Isle became a wholly-owned casino on
January 11, 2019 and we acquired substantially all of the assets of
Lady Luck Nemacolin on March 8, 2019. Therefore, the same store
wholly-owned casino margin includes both for the three months ended
December 31, 2020 and December 31, 2019 and excludes both for the
year ended December 31, 2020 and December 31, 2019.(c) Same store
wholly-owned casino margins exclude quarter results for a property
if they were closed for any period during that quarter. Refer to
the following schedule for property closure information.
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL OPERATIONAL METRICS(Unaudited
except year ended 2020 and 2019 amounts)
In response to measures taken to limit the
impact of the COVID-19 global pandemic and for the protection of
our employees and customers, we temporarily suspended operations at
our properties in March 2020. In May 2020, we began to reopen our
properties with certain patron capacity restrictions. The following
is the current status of each property:
|
|
|
|
|
Regulatory Restrictions: |
|
2020 Date of Closure |
|
2020 Date of Reopening |
|
Patron Capacity |
Churchill Downs
Segment |
|
|
|
|
|
Derby City Gaming(a) |
March 15 |
|
June 8 |
|
50% |
Gaming
Segment |
|
|
|
|
|
Wholly-Owned Properties |
|
|
|
|
|
Calder Casino and Racing(a)(b) |
March 16 / July 2(c) |
|
June 12 / August 31(c) |
|
N/A |
Fair Grounds Slots |
March 16 |
|
June 13 |
|
50% |
Video Services, LLC |
March 16 |
|
May 18 |
|
50% |
Harlow's Casino Resort and Spa |
March 16 |
|
May 21 |
|
50% |
Ocean Downs Casino and Racetrack |
March 15 |
|
June 19 |
|
50% |
Oxford Casino and Hotel |
March 16 |
|
July 9 |
|
200 Customers(d) |
Presque Isle Downs and Casino(a)(e) |
March 16 / December 12(e) |
|
June 26 / January 4, 2021(e) |
|
50% |
Riverwalk Casino Hotel |
March 16 |
|
May 21 |
|
50% |
Managed Properties |
|
|
|
|
|
Lady Luck Nemacolin(a)(e) |
March 16 / December 12(e) |
|
June 12 / January 8, 2021(e) |
|
50% |
Equity Investments |
|
|
|
|
|
Miami Valley Gaming and Racing |
March 14 |
|
June 19 |
|
63% |
Rivers Casino Des Plaines(a)(b) |
May 15 / November 20(f) |
|
July 1 / January 19, 2021(f) |
|
50% |
All Other
Segment |
|
|
|
|
|
Oak Grove Racing, Gaming & Hotel(a) |
N/A |
|
September 18(g) |
|
50% |
Newport Racing & Gaming(a) |
N/A |
|
October 2(g) |
|
50% |
(a) Property has temporary ban or hour
restrictions on alcohol and smoking on the gaming floor.
(b) Property has certain operating hour
restrictions.
(c) Calder Casino and Racing temporarily
suspended operations on March 16, 2020 and reopened on June 12,
2020. Operations were temporarily suspended again on July 2, 2020
and reopened on August 31, 2020.
(d) In compliance with state requirements,
Oxford Casino is currently operating under a total capacity limit
of 200 customers.
(e) Presque Isle and Lady Luck Nemacolin both
temporarily suspended operations on March 16, 2020 and reopened on
June 26, 2020 and June 12, 2020, respectively. Operations at both
properties were temporarily suspended again on December 12, 2020
and reopened on January 4, 2021.
(f) Rivers Casino Des Plaines temporarily
suspended operations on March 15, 2020 and reopened on July 1,
2020. Operations were temporarily suspended again on November 20,
2020 and reopened on January 19, 2021.
(g) Dates provided for Oak Grove and Newport
Racing & Gaming are grand opening dates.
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL JOINT VENTURE FINANCIAL
STATEMENTS(Unaudited)
Summarized financial information for our equity investments is
comprised of the following:
|
Three Months Ended December 31, |
|
Years Ended December 31, |
(in millions) |
2020 |
|
2019 |
|
2020 |
|
2019 |
Net revenue |
$ |
93.5 |
|
|
$ |
170.4 |
|
|
$ |
386.3 |
|
|
$ |
585.5 |
|
Operating and SG&A
expense |
58.0 |
|
|
119.0 |
|
|
252.1 |
|
|
411.4 |
|
Depreciation and
amortization |
4.4 |
|
|
3.9 |
|
|
17.0 |
|
|
13.0 |
|
Operating income |
31.1 |
|
|
47.5 |
|
|
117.2 |
|
|
161.1 |
|
Interest and other expense,
net |
(4.5 |
) |
|
(7.1 |
) |
|
(63.1 |
) |
|
(67.0 |
) |
Net income |
$ |
26.6 |
|
|
$ |
40.4 |
|
|
$ |
54.1 |
|
|
$ |
94.1 |
|
|
December 31, |
(in millions) |
2020 |
|
2019 |
Assets |
|
|
|
Current assets |
$ |
132.8 |
|
|
$ |
64.0 |
|
Property and equipment,
net |
267.5 |
|
|
256.1 |
|
Other assets, net |
244.9 |
|
|
240.1 |
|
Total assets |
$ |
645.2 |
|
|
$ |
560.2 |
|
|
|
|
|
Liabilities and
Members' Deficit |
|
|
|
Current liabilities |
$ |
133.5 |
|
|
$ |
73.3 |
|
Long-term debt |
753.5 |
|
|
745.0 |
|
Other liabilities |
42.3 |
|
|
20.6 |
|
Members' deficit |
(284.1 |
) |
|
(278.7 |
) |
Total liabilities and members' deficit |
$ |
645.2 |
|
|
$ |
560.2 |
|
BetRivers online sports betting financial
information for Illinois related to our 61.3% equity investment in
Rivers Casino Des Plaines ("Rivers") is summarized below. The net
revenue numbers below are not included in our consolidated
financial results since we account for Rivers using the equity
method of accounting.
|
Three Months Ended December 31, |
|
Years Ended December 31, |
(in millions) |
2020 |
|
2019 |
|
2020 |
|
2019 |
Online
Sportsbook(a) |
|
|
|
|
|
|
|
Handle |
$ |
336.0 |
|
|
$ |
— |
|
|
$ |
596.7 |
|
|
$ |
— |
|
Gross gaming revenue |
28.7 |
|
|
— |
|
|
43.1 |
|
|
— |
|
Net revenue |
17.7 |
|
|
— |
|
|
23.7 |
|
|
— |
|
(a) The online sportsbook represents the
financial information for the BetRivers Online Sportsbook for
Illinois. Rivers reports the Commission received from Rush Street
Interactive ("RSI"), an affiliated company, as net revenue. The
Commission is calculated as gross gaming revenue less free play and
less all operating costs except for gaming taxes related to the
online business. Operating costs include the fees earned by RSI,
the third party technology platform provider and other vendors, and
all marketing expenses Rivers is responsible for paying the gaming
related taxes and marketing expenses, and the gaming taxes are
reported on Rivers income statement.
Note: For the Rivers retail sportsbook, Rivers
records net revenue based on gross gaming revenue less free play,
and associated expenses; including all related marketing expenses,
gaming related taxes, royalty / commissions paid to RSI and to the
third-party technology platform provider, and any other related
expenses associated with the BetRivers Retail Sportsbook at
Rivers.
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