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8-K - 8-K - Churchill Downs Inca02-27x138k.htm


FOR IMMEDIATE RELEASE
Contact: Courtney Yopp Norris
(502) 636-4564
Courtney.Norris@kyderby.com

CHURCHILL DOWNS INCORPORATED REPORTS
2012 FOURTH-QUARTER AND YEAR-END RESULTS

FOURTH-QUARTER 2012
Record net revenues of $158.5 million, a 6 percent increase over fourth-quarter 2011, due to growth in Gaming, Online Business
EBITDA of $17.6 million, second highest all-time fourth-quarter EBITDA
Riverwalk acquisition helps drive 18 percent increase in Gaming EBITDA

FULL-YEAR 2012
Record net revenues of $732.4 million, up 5 percent over 2011
EBITDA of $151.5 million, driven by Online Business and Gaming growth
Online Business handle increases nearly 11 percent, continues to outpace industry

LOUISVILLE, Ky. - Churchill Downs Incorporated (CHDN: NASDAQ) (CDI or Company) today, Wednesday, Feb. 27, 2013, reported business results for the fourth-quarter and year ended Dec. 31, 2012.

MANAGEMENT COMMENTARY
“CDI's strong performance in 2012 was reflected in the 27.5 percent increase in the market price of Churchill Downs common stock from $52.13 at the end of 2011 to $66.45 at the end of 2012, and our second, consecutive 20 percent dividend increase, from $0.60 to $0.72 per share,” said CDI Chairman and Chief Executive Officer Robert L. Evans. “I want to thank our customers for their continued loyalty and our employees for their exceptional contributions to CDI's success in 2012.”

2012 FOURTH-QUARTER BUSINESS RESULTS
During the fourth-quarter of 2012, CDI grew net revenues from continuing operations to $158.5 million, an increase of 6 percent from net revenues of $149.3 million recorded during the prior year.

Gaming net revenues increased 21 percent to $62.9 million, from $52.2 million, during the same period in 2011, reflecting the contribution of Riverwalk Casino Hotel (Riverwalk) which was acquired on October 23, 2012. Racing Operations net revenues declined 7 percent to $48.5 million, from $52.1 million in 2011, primarily due to Churchill Downs Racetrack not hosting the Breeders' Cup World Championships (Breeders' Cup) in 2012, as it did in 2011. Online Business net revenues increased 2 percent to $40.9 million, driven by a 4.3 percent increase in pari-mutuel handle and continuing growth in customers at TwinSpires.com. By comparison, according to amounts reported by Equibase, total U.S. thoroughbred industry handle declined 3.6 percent during the fourth-quarter of 2012.

Net earnings from continuing operations for the fourth-quarter of 2012 were $2.4 million, or $0.14 per diluted common share, versus $4.3 million, or $0.25 per diluted common share, during the final quarter of 2011.




Churchill Downs Incorporated Reports 2012 Fourth-Quarter and Year-End Results
Page 2 of 11, Wednesday, February 27, 2013

CDI's fourth-quarter EBITDA (earnings before interest, taxes, depreciation and amortization) decreased to $17.6 million from the record $19.6 million reported during the same period last year.

Gaming EBITDA improved $2.4 million due to the acquisition of Riverwalk. Racing EBITDA declined $1.5 million primarily due to Churchill Downs Racetrack not hosting the Breeders' Cup in 2012, as they did in 2011. In addition, Corporate EBITDA decreased $2.1 million during the fourth-quarter of 2012 due to increases in equity compensation expenses related to the successful performance of the Company during 2012. Finally, Online Business EBITDA declined $0.7 million as expenditures related to the Company's new real money gaming site, Luckity.com, offset incremental EBITDA generated by growth in the segment's core operations.

2012 YEAR-END BUSINESS RESULTS
Net revenues from continuing operations for 2012 climbed to an all-time record $732.4 million, up from $696.9 million in 2011, a 5 percent increase. The growth in net revenues was due largely to the continued expansion of the Company's Online Business, a record Kentucky Oaks and Derby week performance and incremental net revenues from the October 2012 acquisition of Riverwalk.

Net revenues from the Company's Gaming segment increased $10.5 million, primarily due to $10.3 million of net revenues generated by Riverwalk. In addition, Gaming revenues increased $3.4 million at Harlow's Casino Resort & Spa (Harlow's) during the year ended December 31, 2012, which was closed for 25 days during the same period of 2011, as a result of damage sustained from the Mississippi River flooding. These increases were partially offset by a $5.0 million decline in net revenues at Calder Casino during the year ended December 31, 2012, due to increased regional competitive pressure from the opening of a new casino in Miami during January 2012, along with what we believe to be a weak South Florida economy.

Net revenues generated by CDI's Online Business increased 11 percent, or $17.9 million, to $183.3 million in 2012, compared to the previous year, reflecting an increase in Online Business handle of 10.9 percent, which continues to outpace national industry trends.

Net revenues from CDI's Racing Operations segment increased $3.2 million during 2012, reflecting an increase in revenues at Churchill Downs Racetrack due to a strong performance from Kentucky Oaks and Derby week and a 4 percent increase in live race days during the year ended December 31, 2012, as compared to the prior year.

Net earnings from continuing operations for 2012 were $58.3 million, or $3.34 per diluted common share, compared to net earnings from continuing operations of $60.8 million, or $3.55 per diluted common share, in 2011.

EBITDA for 2012 declined 5 percent compared to EBITDA recorded during 2011 primarily due to the recognition of $19.3 million in net proceeds from the Illinois Horse Racing Equity Trust Fund (HRE Trust Fund). EBITDA for 2012 represents the second highest full year EBITDA.

Racing Operations EBITDA decreased $13.5 million over the previous year, primarily from the HRE Trust Fund. Partially offsetting these declines was increased profitability of $5.4 million from the Kentucky Oaks and Derby week related to improvements in admissions, sponsorships and pari-mutuel revenues during the year ended December 31, 2012.

Gaming EBITDA increased $10.8 million, primarily due to a full year of operations at Harlow's and the acquisition of Riverwalk. Harlow's generated EBITDA of $26.5 million during the year ended December


Churchill Downs Incorporated Reports 2012 Fourth-Quarter and Year-End Results
Page 3 of 11, Wednesday, February 27, 2013

31, 2012, compared to EBITDA of $17.5 million during the prior year. Harlow's results included insurance recoveries, net of losses, of $6.5 million during 2012 compared to $0.4 million during the prior year. The Company's acquisition of Riverwalk generated EBITDA of $2.8 million during the year ended December 31, 2012. Partially offsetting these increases was a decline in EBITDA of $1.1 million at Calder Casino due to competitive pressures and local economy challenges.

Online Business EBITDA increased 7 percent, or $2.5 million, to $40.3 million over the previous year reflecting a 10.9 percent increase in our pari-mutuel handle driven by organic growth in customers and average daily wagering. Partially offsetting this increase were expenditures related to the launch of Luckity.com, in addition to certain non-recurring employee costs.

Corporate EBITDA decreased by $5.8 million due to higher long-term compensation expenses related to the 2012 financial performance of the Company, in addition to the impact of a non-recurring gain of $2.7 million related to a financial note conversion during 2011.

BUSINESS RESULTS CONFERENCE CALL
A conference call regarding this news release is scheduled for Thursday, Feb. 28, 2013, 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 www.churchilldownsincorporated.com or www.earnings.com, or by dialing (877) 372-0878 and entering the pass code 75239964 at least 10 minutes before the appointed time. International callers should dial (253) 237-1169. The online replay will be available at approximately noon EDT and continue 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.

In addition to the results provided in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company has provided a non-GAAP measurement, which presents a financial measure of earnings before interest, taxes, depreciation and amortization (“EBITDA”). Churchill Downs Incorporated uses EBITDA as a key performance measure of results of operations for purposes of evaluating performance internally. The Company believes the use of this measure enables management and investors to evaluate and compare, from period to period, the Company's operating performance in a meaningful and consistent manner. This non-GAAP measurement is not intended to replace the presentation of the Company's financial results in accordance with GAAP.

ABOUT CHURCHILL DOWNS INCORPORATED
Churchill Downs Incorporated (CDI) (NASDAQ: CHDN), headquartered in Louisville, Ky., owns and operates the world-renowned Churchill Downs Racetrack, home of the Kentucky Derby and Kentucky Oaks, as well as racetrack and casino operations and a poker room in Miami Gardens, Fla.; racetrack, casino and video poker operations in New Orleans, La.; racetrack operations in Arlington Heights, Ill.; a casino resort in Greenville, Miss.; as well as a casino hotel in Vicksburg, Miss.; CDI also owns the country's premier online wagering company, TwinSpires.com; the totalisator company, United Tote; Luckity.com, offering fun games online for a chance to win cash prizes; Bluff Media, an Atlanta-based multimedia poker company; and a collection of racing-related telecommunications and data companies. Information about CDI can be found online at www.churchilldownsincorporated.com.

Information set forth in this news release contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements. All forward-looking statements made in this news release are made pursuant to the Act.


Churchill Downs Incorporated Reports 2012 Fourth-Quarter and Year-End Results
Page 4 of 11, Wednesday, February 27, 2013


The reader is cautioned that such forward-looking statements are based on information available at the time and/or management's good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the

date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently. 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 that could cause actual results to differ materially from expectations include: the effect of global economic conditions, including any disruptions in the credit markets; a decrease in consumers' discretionary income; the effect (including possible increases in the cost of doing business) resulting from future war and terrorist activities or political uncertainties; the overall economic environment; the impact of increasing insurance costs; the impact of interest rate fluctuations; the financial performance of our racing operations; the impact of gaming competition (including lotteries, online gaming and riverboat, cruise ship and land-based casinos) and other sports and entertainment options in the markets in which we operate; our ability to maintain racing and gaming licenses to conduct our businesses; the impact of live racing day competition with other Florida, Illinois and Louisiana racetracks within those respective markets; the impact of higher purses and other incentives in states that compete with our racetracks; costs associated with our efforts in support of alternative gaming initiatives; costs associated with customer relationship management initiatives; a substantial change in law or regulations affecting pari-mutuel and gaming activities; a substantial change in allocation of live racing days; changes in Kentucky, Florida, Illinois or Louisiana law or regulations that impact revenues or costs of racing operations in those states; the presence of wagering and gaming operations at other states' racetracks and casinos near our operations; our continued ability to effectively compete for the country's horses and trainers necessary to achieve full field horse races; our continued ability to grow our share of the interstate simulcast market and obtain the consents of horsemen's groups to interstate simulcasting; our ability to enter into agreements with other industry constituents for the purchase and sale of racing content for wagering purposes; our ability to execute our acquisition strategy and to complete or successfully operate planned expansion projects; our ability to successfully complete any divestiture transaction; market reaction to our expansion projects; the inability of our totalisator company, United Tote, to maintain its processes accurately or keep its technology current; our accountability for environmental contamination; the inability of our Online Business to prevent security breaches within its online technologies; the loss of key personnel; the impact of natural and other disasters on our operations and our ability to obtain insurance recoveries in respect of such losses (including losses related to business interruption); our ability to integrate any businesses we acquire into our existing operations, including our ability to maintain revenues at historic levels and achieve anticipated cost savings; the impact of wagering laws, including changes in laws or enforcement of those laws by regulatory agencies; the outcome of pending or threatened litigation; changes in our relationships with horsemen's groups and their memberships; our ability to reach agreement with horsemen's groups on future purse and other agreements (including, without limiting, agreements on sharing of revenues from gaming and advance deposit wagering); the effect of claims of third parties to intellectual property rights; and the volatility of our stock price.

You should read this discussion in conjunction with the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.


Churchill Downs Incorporated Reports 2012 Fourth-Quarter and Year-End Results
Page 5 of 11, Wednesday, February 27, 2013

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
for three months ended December 31,
(in thousands, except per common share data)

 
2012
 
2011
 
% Change
Net revenues:
 
 
 
 
 
Racing
$
48,547

 
$
52,062

 
(7)
Gaming
62,912

 
52,161

 
21
Online
40,949

 
40,072

 
2
Other
6,086

 
4,970

 
22
 
158,494

 
149,265

 
6
Operating expenses:
 
 
 
 
 
Racing
54,980

 
56,614

 
(3)
Gaming
46,564

 
39,185

 
19
Online
28,210

 
27,443

 
3
Other
6,873

 
5,636

 
22
Selling, general and administrative expenses
19,323

 
14,048

 
38
Insurance (recoveries) losses, net
(492
)
 
38

 
F
Operating income
3,036

 
6,301

 
(52)
Other income (expense):
 
 
 
 
 
Interest income
6

 
228

 
(97)
Interest expense
(1,453
)
 
(1,427
)
 
(2)
Equity in losses of unconsolidated investments
(446
)
 
(690
)
 
35
Miscellaneous, net
180

 
94

 
91
 
(1,713
)
 
(1,795
)
 
5
Earnings from continuing operations before provision for income taxes
1,323

 
4,506

 
(71)
Income tax benefit (provision)
1,051

 
(235
)
 
F
Earnings from continuing operations
2,374

 
4,271

 
(44)
Discontinued operations, net of income taxes:
 
 
 
 
 
Loss from operations

 
(62
)
 
(100)
Gain on sale of assets

 
3,404

 
(100)
Net earnings and comprehensive income
$
2,374

 
$
7,613

 
(69)
Net earnings per common share data:
 
 
 
 
 
Basic
 
 
 
 
 
Earnings from continuing operations
$
0.14

 
$
0.25

 
(44)
Discontinued operations

 
0.20

 
(100)
Net earnings
$
0.14

 
$
0.45

 
(69)
Diluted
 
 
 
 
 
Earnings from continuing operations
$
0.14

 
$
0.25

 
(44)
Discontinued operations

 
0.19

 
(100)
Net earnings
$
0.14

 
$
0.44

 
(68)
Weighted average shares outstanding:
 
 
 
 
 
Basic
17,172

 
17,042

 
 
Diluted
17,590

 
17,200

 
 



Churchill Downs Incorporated Reports 2012 Fourth-Quarter and Year-End Results
Page 6 of 11, Wednesday, February 27, 2013

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
for the years ended December 31,
(in thousands, except per common share data)

 
2012
 
2011
 
% Change
Net revenues:
 
 
 
 
 
Racing
$
302,088

 
$
298,920

 
1
Gaming
223,112

 
212,629

 
5
Online
183,279

 
165,416

 
11
Other
23,904

 
19,889

 
20
 
732,383

 
696,854

 
5
Operating expenses:
 
 
 
 
 
Racing
255,405

 
259,369

 
(2)
Gaming
163,686

 
157,875

 
4
Online
123,476

 
113,243

 
9
Other
26,241

 
20,828

 
26
Selling, general and administrative expenses
73,829

 
65,501

 
13
Insurance recoveries, net of losses
(7,006
)
 
(972
)
 
F
Operating income
96,752

 
81,010

 
19
Other income (expense):
 
 
 
 
 
Interest income
90

 
468

 
(81)
Interest expense
(4,531
)
 
(8,924
)
 
(49)
Equity in losses of unconsolidated investments
(1,701
)
 
(1,113
)
 
53
Miscellaneous, net
819

 
23,643

 
(97)
 
(5,323
)
 
14,074

 
U
Earnings from continuing operations before provision for income taxes
91,429

 
95,084

 
(4)
Income tax provision
(33,152
)
 
(34,289
)
 
(3)
Earnings from continuing operations
58,277

 
60,795

 
(4)
Discontinued operations, net of income taxes:
 
 
 
 
 
Loss from operations
(1
)
 
(1
)
 
Gain on sale of assets

 
3,561

 
(100)
Net earnings and comprehensive income
$
58,276

 
$
64,355

 
(9)
Net earnings per common share data:
 
 
 
 
 
Basic
 
 
 
 
 
Earnings from continuing operations
$
3.39

 
$
3.59

 
(6)
Discontinued operations

 
0.21

 
(100)
Net earnings
$
3.39

 
$
3.80

 
(11)
Diluted
 
 
 
 
 
Earnings from continuing operations
$
3.34

 
$
3.55

 
(6)
Discontinued operations

 
0.21

 
(100)
Net earnings
$
3.34

 
$
3.76

 
(11)
Weighted average shares outstanding:
 
 
 
 
 
Basic
17,047

 
16,638

 
 
Diluted
17,475

 
17,125

 
 



Churchill Downs Incorporated Reports 2012 Fourth-Quarter and Year-End Results
Page 7 of 11, Wednesday, February 27, 2013

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the three months ended December 31,
(in thousands, except per common share data)

 
2012
 
2011
 
% Change
 
 
 
 
 
 
Net revenues from external customers:
 
 
 
 
 
Churchill Downs
$
14,958

 
$
17,328

 
(14)
Arlington Park
6,275

 
7,421

 
(15)
Calder
17,192

 
16,962

 
1
Fair Grounds
10,122

 
10,351

 
(2)
Total Racing Operations
48,547

 
52,062

 
(7)
Calder Casino
18,956

 
20,245

 
(6)
Fair Grounds Slots
11,155

 
10,043

 
11
VSI
8,967

 
8,486

 
6
Harlow's Casino
13,504

 
13,387

 
1
Riverwalk Casino
10,330

 

 
100
Total Gaming
62,912

 
52,161

 
21
Online Business
40,949

 
40,072

 
2
Other Investments
5,860

 
4,906

 
19
Corporate
226

 
64

 
F
Net revenues from external customers
$
158,494

 
$
149,265

 
6
 
 
 
 
 
 
Intercompany net revenues:
 
 
 
 
 
Churchill Downs
$
1,173

 
$
1,095

 
7
Arlington Park
902

 
565

 
60
Calder
433

 
1,178

 
(63)
Fair Grounds
437

 
365

 
20
Total Racing Operations
2,945

 
3,203

 
(8)
Online Business
167

 
185

 
(10)
Other Investments
820

 
618

 
33
Eliminations
(3,932
)
 
(4,006
)
 
(2)
Net revenues
$

 
$

 
 
 
 
 
 
 
Reconciliation of Segment EBITDA to net earnings:
 
 
 
 
 
Racing Operations
$
(4,301
)
 
$
(2,831
)
 
(52)
Gaming
15,951

 
13,529

 
18
Online Business
8,334

 
9,069

 
(8)
Other Investments
(252
)
 
(175
)
 
(44)
Corporate
(2,177
)
 
(36
)
 
U
Total EBITDA
17,555

 
19,556

 
(10)
Depreciation and amortization
(14,785
)
 
(13,851
)
 
7
Interest income (expense), net
(1,447
)
 
(1,199
)
 
(21)
Income tax benefit (provision)
1,051

 
(235
)
 
F
Earnings from continuing operations
2,374

 
4,271

 
(44)
Discontinued operations, net of income taxes

 
3,342

 
(100)
Net earnings and comprehensive income
$
2,374

 
$
7,613

 
(69)
 
 
 
 
 
 



Churchill Downs Incorporated Reports 2012 Fourth-Quarter and Year-End Results
Page 8 of 11, Wednesday, February 27, 2013

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the years ended December 31,
(in thousands, except per common share data)

 
2012
 
2011
 
% Change
 
 
 
 
 
 
Net revenues from external customers:
 
 
 
 
 
Churchill Downs
$
124,255

 
$
121,886

 
2
Arlington Park
69,077

 
69,694

 
(1)
Calder
64,566

 
62,715

 
3
Fair Grounds
44,190

 
44,625

 
(1)
Total Racing Operations
302,088

 
298,920

 
1
Calder Casino
77,864

 
82,819

 
(6)
Fair Grounds Slots
42,881

 
41,553

 
3
VSI
35,433

 
35,052

 
1
Harlow's Casino
56,604

 
53,205

 
6
Riverwalk Casino
10,330

 

 
100
Total Gaming
223,112

 
212,629

 
5
Online Business
183,279

 
165,416

 
11
Other Investments
22,872

 
19,563

 
17
Corporate
1,032

 
326

 
F
Net revenues from external customers
$
732,383

 
$
696,854

 
5
 
 
 
 
 
 
Intercompany net revenues:
 
 
 
 
 
Churchill Downs
$
5,592

 
$
5,088

 
10
Arlington Park
4,712

 
3,725

 
26
Calder
1,583

 
2,307

 
(31)
Fair Grounds
1,270

 
1,164

 
9
Total Racing Operations
13,157

 
12,284

 
7
Online Business
836

 
786

 
6
Other Investments
3,466

 
2,015

 
72
Eliminations
(17,459
)
 
(15,085
)
 
16
Net revenues
$

 
$

 
 
 
 
 
 
 
Reconciliation of Segment EBITDA to net earnings:
 
 
 
 
 
Racing Operations
$
50,793

 
$
64,285

 
(21)
Gaming
67,807

 
57,008

 
19
Online Business
40,280

 
37,740

 
7
Other Investments
(265
)
 
1,042

 
U
Corporate
(7,145
)
 
(1,365
)
 
U
Total EBITDA
151,470

 
158,710

 
(5)
Depreciation and amortization
(55,600
)
 
(55,170
)
 
1
Interest income (expense), net
(4,441
)
 
(8,456
)
 
(47)
Income tax benefit (provision)
(33,152
)
 
(34,289
)
 
(3)
Earnings from continuing operations
58,277

 
60,795

 
(4)
Discontinued operations, net of income taxes
(1
)
 
3,560

 
(100)
Net earnings and comprehensive income
$
58,276

 
$
64,355

 
(9)
 
 
 
 
 
 


Churchill Downs Incorporated Reports 2012 Fourth-Quarter and Year-End Results
Page 9 of 11, Wednesday, February 27, 2013

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the three months and years ended December 31,
(in thousands)

 
 
Three Months Ended December 31,
 
Change
 
 
 
2012
 
2011
 
$
 
%
Racing Operations
 
$
(2,426
)
 
$
(2,377
)
 
$
(49
)
 
2
Gaming
 
(2,667
)
 
(2,137
)
 
(530
)
 
25
Online Business
 
(1,787
)
 
(1,652
)
 
(135
)
 
8
Other Investments
 
(274
)
 
91

 
(365
)
 
U
Corporate Income
 
7,154

 
6,075

 
1,079

 
18
    Total management fees
 
$

 
$

 
$

 
 


 
 
Year Ended December 31,
 
Change
 
 
 
2012
 
2011
 
$
 
%
Racing Operations
 
$
(11,969
)
 
$
(11,197
)
 
$
(772
)
 
7
Gaming
 
(8,471
)
 
(7,677
)
 
(794
)
 
10
Online Business
 
(6,946
)
 
(6,001
)
 
(945
)
 
16
Other Investments
 
(932
)
 
(860
)
 
(72
)
 
8
Corporate Income
 
28,318

 
25,735

 
2,583

 
10
    Total management fees
 
$

 
$

 
$

 
 



Churchill Downs Incorporated Reports 2012 Fourth-Quarter and Year-End Results
Page 10 of 11, Wednesday, February 27, 2013

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
(in thousands)
 
2012
 
2011
Cash flows from operating activities:
 
 
 
Net earnings and comprehensive income
$
58,276

 
$
64,355

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation and amortization
55,600

 
55,170

Asset impairment loss
25

 
511

Gain on sale of business

 
(271
)
(Gain) loss on asset disposition
(128
)
 
52

Equity in losses of unconsolidated investments
1,701

 
1,113

Unrealized gain on derivative instruments

 
(3,096
)
Share-based compensation
7,613

 
5,531

Deferred tax provision
9,659

 
14,097

Other
910

 
2,489

Increase (decrease) in cash resulting from changes in operating assets and liabilities, net of business acquisitions and dispositions:
 
 
 
Restricted cash
9,178

 
18,342

Accounts receivable
(5,396
)
 
(407
)
Other current assets
(3,075
)
 
3,235

Income taxes
764

 
7,995

Accounts payable
3,459

 
14,447

Purses payable
(10,148
)
 
7,301

Accrued expenses
9,923

 
2,441

Deferred revenue
8,804

 
3,633

Deferred riverboat subsidy

 
(40,492
)
Other assets and liabilities
(2,758
)
 
16,549

Net cash provided by operating activities
144,407

 
172,995

Cash flows from investing activities:
 
 
 
Additions to property and equipment
(41,298
)
 
(22,667
)
Acquisition of businesses, net of cash acquired
(142,915
)
 

Acquisition of gaming license
(2,250
)
 
(2,250
)
Investment in joint venture
(19,850
)
 

Purchases of minority investments
(2,153
)
 
(1,189
)
Proceeds on sale of property and equipment
833

 
55

Proceeds from insurance recoveries
10,505

 
183

Change in deposit wagering asset
(2,860
)
 
(1,010
)
Net cash used in investing activities
(199,988
)
 
(26,878
)
Cash flows from financing activities:
 
 
 
Borrowings on bank line of credit
554,248

 
320,181

Repayments of bank line of credit
(472,083
)
 
(457,736
)
Change in bank overdraft
555

 
(188
)
Payments of dividends
(22,461
)
 
(8,165
)
Repurchase of common stock
(5,094
)
 
(1,308
)
Common stock issued
6,377

 
725

Windfall (shortfall) tax benefit from share-based compensation
1,407

 
151

Loan origination fees
(67
)
 
(155
)
Change in deposit wagering liability
2,551

 
802

Net cash provided by (used in) financing activities
65,433

 
(145,693
)
Net increase in cash and cash equivalents
9,852

 
424

Cash and cash equivalents, beginning of year
27,325

 
26,901

Cash and cash equivalents, end of year
$
37,177

 
$
27,325



Churchill Downs Incorporated Reports 2012 Fourth-Quarter and Year-End Results
Page 11 of 11, Wednesday, February 27, 2013

CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31,
(in thousands)
 
2012
 
2011
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
37,177

 
$
27,325

Restricted cash
38,241

 
44,559

Accounts receivable, net
47,152

 
49,773

Deferred income taxes
8,227

 
8,727

Income taxes receivable
2,915

 
3,679

Other current assets
13,352

 
10,399

Total current assets
147,064

 
144,462

Property and equipment, net
542,882

 
477,356

Goodwill
250,414

 
213,712

Other intangible assets, net
143,141

 
103,827

Other assets
30,836

 
8,665

Total assets
$
1,114,337

 
$
948,022

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
62,278

 
$
56,514

Bank overdraft
6,027

 
5,473

Purses payable
19,084

 
20,066

Accrued expenses
65,537

 
47,816

Dividends payable

 
10,110

Current maturities of long-term debt
209,728

 

Deferred revenue
43,916

 
33,472

Total current liabilities
406,570

 
173,451

Long-term debt, net of current maturities

 
127,563

Other liabilities
21,030

 
29,542

Deferred revenue
17,794

 
17,884

Deferred income taxes
24,648

 
15,552

Total liabilities
470,042

 
363,992

Commitments and contingencies
 
 
 
Shareholders’ equity:
 
 
 
Preferred stock, no par value; 250 shares authorized; no shares issued

 

Common stock, no par value; 50,000 shares authorized; 17,448 shares issued at December 31, 2012 and 17,178 shares issued at December 31, 2011
274,709

 
260,199

Retained earnings
369,586

 
323,831

Total shareholders’ equity
644,295

 
584,030

Total liabilities and shareholders’ equity
$
1,114,337

 
$
948,022