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8-K - 8-K - Churchill Downs Inca10-30x138k.htm


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

CHURCHILL DOWNS INCORPORATED REPORTS 2013 Q3 RESULTS

Record net revenues of $185.6 million, a 13% increase over 2012’s Q3
Record adjusted EBITDA of $31.8 million, 31% above 2012’s Q3
Gaming net revenues increase 61% above 2012’s Q3 driven by the acquisitions of Riverwalk Casino Hotel, Oxford Casino
Online handle increased 7.3% compared to total industry handle increase of 1.3%

LOUISVILLE, Ky. (October 30, 2013) - Churchill Downs Incorporated (CHDN: NASDAQ) (CDI or Company) today reported results for the third-quarter and nine months ended Sept. 30, 2013.

MANAGEMENT COMMENTARY
Robert L. Evans, Chairman and CEO: “We are pleased with our record net revenues, up 13% over 2012’s third-quarter, and record adjusted EBITDA, up 31% in the quarter.

“In our Gaming segment, we closed on the acquisition of the Oxford Casino in Maine in July, and a $3.2 million gaming floor expansion project is now underway. Our joint venture project in Ohio, Miami Valley Racing & Gaming, is now scheduled to open on Dec. 12, in time for the holidays and about 3 months sooner than originally planned. In Kentucky, we announced our support for Kentucky Wins!, a coalition of over 60 business and civic leaders from across the Commonwealth who believe it’s time for expanded gaming.

“In our Online group, TwinSpires.com’s handle grew 7.3% versus total U.S. thoroughbred industry handle growth of 1.3%, contributing to a 31% increase in our Online segment’s adjusted EBITDA.

“In our Racing business, we had a successful, first-ever Homecoming Meet at Churchill Downs Racetrack in September and will again race those 12 additional days in 2014. Our $14.5 million Grandstand Terrace expansion project at Churchill Downs Racetrack is on budget and on schedule to add 2,400 new seats in time for the 140th Kentucky Oaks and Kentucky Derby in 2014. On Oct. 7, we announced the addition of a 15,224 square-foot video board at Churchill Downs Racetrack, a $12 million project that will also be completed in time for the 2014 Kentucky Oaks and Kentucky Derby.

“Finally, this week our Board of Directors approved a 21% increase in our annual dividend, from $0.72 to $0.87 per outstanding share that will be paid on Jan. 6, 2014, to stockholders of the Company on record as of Dec. 6, 2013. This marks our third consecutive year of dividend increases of at least 20%.”

2013 THIRD-QUARTER BUSINESS RESULTS
Net revenues for the third-quarter of 2013 increased 13%, or $20.8 million, to $185.6 million from $164.9 million, during the same period of the prior year due primarily to the expansion of CDI’s Gaming segment with the additions of Riverwalk Casino Hotel’s (Riverwalk) and Oxford Casino’s (Oxford) revenues.



Churchill Downs Incorporated Reports 2013 Third-Quarter Results
Page 2 of 11, October 30, 2013

Gaming net revenues increased 61%, or $30.3 million, reflecting $12.6 million in net revenues generated by Riverwalk and $17.7 million in net revenues generated by Oxford, which was acquired on July 17, 2013.

Online Business revenues for the quarter increased $2.9 million, reflecting a 7.3% increase in handle compared to an industry handle increase of 1.3%, according to Equibase. Racing revenues decreased $12.2 million, from $62.9 million to $50.7 million, compared to the same period last year. The favorable impact of the new, 12-day September live race meet at Churchill Downs Racetrack was more than offset by declines at Calder Race Course from the loss of hosting revenues and lower revenues from 17 fewer live racing days during the period.

Our Gaming segment Adjusted EBITDA (earnings from continuing operations before interest, taxes, depreciation, amortization, insurance recoveries of net losses, Illinois Horse Racing Equity Trust Fund proceeds, share based compensation expenses, pre-opening expenses, including those of our equity investments, the impairment of assets and other charges and recoveries) increased $7.9 million from the same period of the prior year due to the addition of Riverwalk’s and Oxford’s combined Adjusted EBITDA of $8.6 million. Also, Calder Casino’s Adjusted EBITDA increased $0.6 million as a result of successful focused marketing efforts and the closure of internet cafes in Florida in early April, despite the opening of a new, competing casino in the South Florida market. Partially offsetting these increases was a decrease in Adjusted EBITDA at Harlow’s Casino of $0.8 million and at Fair Grounds Slots and VSI of $0.5 million over the same period of the prior year.

Online Business Adjusted EBITDA increased $3.1 million compared to the same period of the previous year due to 7.3% increase in pari-mutuel handle from continued growth in average customer wagering. In addition, Velocity’s Adjusted EBITDA also increased due to higher wagering from existing customers and the addition of a new high-volume customer. This segment also benefited from a reduction in spending related to the prior year development of Luckity.com.

Racing Operations Adjusted EBITDA decreased $3.0 million for the quarter primarily due to a $4.2 million decline in Adjusted EBITDA at Calder Race Course, of which $2.7 million was associated with the loss of hosting revenues and $1.3 million was associated with the 17 fewer live race days in the quarter. Also, Arlington International Racecourse Adjusted EBITDA declined $1.0 million due to 2 fewer live race days, inclement weather and smaller race fields. These decreases were partially offset by the new 12-day September live race meet at Churchill Downs Racetrack, which generated an increase in Adjusted EBITDA of $2.3 million compared to the same period last year.

Net earnings from continuing operations for the three months ended Sept. 30, 2013, were $9.2 million, or $0.51 per diluted common share, an increase in net earnings of 53%, as compared to net earnings of $6.0 million or $0.34 per diluted common share.

A conference call regarding this news release is scheduled for Thursday, Oct. 31, 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 http://ir.churchilldownsincorporated.com/events.cfm or by dialing (877) 372-0878 and entering the conference ID number 90335059 at least 10 minutes before the appointed time. International callers should dial (253) 237-1169. An online replay of the call will be available at http://ir.churchilldownsincorporated.com/events.cfm by noon ET on Thursday, Oct. 31, 2013.

In addition to the results provided in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company has provided Adjusted EBITDA, a non-GAAP measure, which the Company defines as earnings from continuing operations before interest, taxes, depreciation, amortization, insurance


Churchill Downs Incorporated Reports 2013 Third-Quarter Results
Page 3 of 11, October 30, 2013

recoveries of net losses, Illinois Horse Racing Equity Trust Fund proceeds, share based compensation expenses, pre-opening expenses, including those of our equity investments, the impairment of assets and other charges and recoveries.

Churchill Downs Incorporated uses Adjusted EBITDA, which the Company implemented during the nine months ended September 30, 2013, 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.; a casino hotel in Vicksburg, Miss.; and a casino in Oxford, Maine; CDI also owns the country's premier online wagering company, TwinSpires.com; the totalisator company, United Tote; Luckity.com, offering real-money Bingo 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. In addition, CDI’s 50 percent owned joint venture, Miami Valley Gaming and Racing LLC, is currently constructing a video lottery terminal and harness racing facility in southwest Ohio. Additional 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 are made pursuant to the Act.

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,” “hope,” “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 effect of any change in our accounting policies or practices; 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


Churchill Downs Incorporated Reports 2013 Third-Quarter Results
Page 4 of 11, October 30, 2013

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, keep its technology current or maintain its significant customers; our accountability for environmental contamination; the ability 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.


Churchill Downs Incorporated Reports 2013 Third-Quarter Results
Page 5 of 11, October 30, 2013

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands, except per common share data)

 
Three Months Ended
 
 
 
September 30,
 
 
 
2013
 
2012
 
% Change
Net revenues:
 
 
 
 
 
Racing
$
50,687

 
$
62,919

 
(19)
Gaming
79,832

 
49,493

 
61
Online
48,522

 
45,593

 
6
Other
6,605

 
6,872

 
(4)
 
185,646

 
164,877

 
13
Operating expenses:
 
 
 
 
 
Racing
54,375

 
61,953

 
(12)
Gaming
61,086

 
37,891

 
61
Online
32,227

 
32,190

 
Other
6,597

 
6,793

 
(3)
Selling, general and administrative expenses
21,188

 
18,237

 
16
Operating income
10,173

 
7,813

 
30
Other income (expense):
 
 
 
 
 
Interest income
6

 
31

 
(81)
Interest expense
(1,407
)
 
(873
)
 
(61)
Equity in losses of unconsolidated investments
(887
)
 
(471
)
 
(88)
Miscellaneous, net
4,438

 
569

 
F
 
2,150

 
(744
)
 
F
Earnings from continuing operations before provision for income taxes
12,323

 
7,069

 
74
Income tax provision
(3,165
)
 
(1,096
)
 
U
Earnings from continuing operations
9,158

 
5,973

 
53
Discontinued operations, net of income taxes:
 
 
 
 
 
Earnings from operations
91

 

 
F
Net earnings and comprehensive income
$
9,249

 
$
5,973

 
55
 
 
 
 
 
 
Net earnings per common share data:
 
 
 
 
 
Basic
 
 
 
 

Earnings from continuing operations
$
0.52

 
$
0.34

 
53
Discontinued operations

 

 
Net earnings
$
0.52

 
$
0.34

 
53
Diluted
 
 
 
 

Earnings from continuing operations
$
0.51

 
$
0.34

 
50
Discontinued operations
$
0.01

 

 
F
Net earnings
$
0.52

 
$
0.34

 
53
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
Basic
17,328

 
17,130

 
 
Diluted
17,955

 
17,575

 
 



Churchill Downs Incorporated Reports 2013 Third-Quarter Results
Page 6 of 11, October 30, 2013

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands, except per common share data)
 
Nine Months Ended
 
 
 
September 30,
 
 
 
2013
 
2012
 
% Change
Net revenues:
 
 
 
 
 
Racing
$
235,887

 
$
253,541

 
(7)
Gaming
218,808

 
160,200

 
37
Online
143,969

 
142,330

 
1
Other
18,828

 
17,818

 
6
 
617,492

 
573,889

 
8
Operating expenses:
 
 
 
 
 
Racing
185,655

 
200,425

 
(7)
Gaming
161,698

 
117,122

 
38
Online
95,807

 
95,266

 
1
Other
18,597

 
19,368

 
(4)
Selling, general and administrative expenses
60,842

 
54,506

 
12
Insurance recoveries, net of losses
(375
)
 
(6,514
)
 
(94)
Operating income
95,268

 
93,716

 
2
Other income (expense):
 
 
 
 
 
Interest income
105

 
84

 
25
Interest expense
(4,139
)
 
(3,078
)
 
(34)
Equity in losses of unconsolidated investments
(1,682
)
 
(1,255
)
 
(34)
Miscellaneous, net
5,468

 
639

 
F
 
(248
)
 
(3,610
)
 
93
Earnings from continuing operations before provision for income taxes
95,020

 
90,106

 
5
Income tax provision
(34,505
)
 
(34,203
)
 
(1)
Earnings from continuing operations
60,515

 
55,903

 
8
Discontinued operations, net of income taxes:
 
 
 
 
 
Earnings from operations
90

 
(1
)
 
F
Net earnings and comprehensive income
$
60,605

 
$
55,902

 
8
 
 
 
 
 
 
Net earnings per common share data:
 
 
 
 
 
Basic
 
 
 
 

Earnings from continuing operations
$
3.43

 
$
3.24

 
6
Discontinued operations
$
0.01

 

 
F
Net earnings
$
3.44

 
$
3.24

 
6
Diluted
 
 
 
 

Earnings from continuing operations
$
3.38

 
$
3.20

 
6
Discontinued operations
$
0.01

 

 
F
Net earnings
$
3.39

 
$
3.20

 
6
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
Basic
17,269

 
17,004

 
 
Diluted
17,881

 
17,465

 
 



Churchill Downs Incorporated Reports 2013 Third-Quarter Results
Page 7 of 11, October 30, 2013

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the three months ended September 30,
(Unaudited) (in thousands, except per common share data)
 
2013
 
2012
 
% Change
 
 
 
 
 
 
Net revenues from external customers:
 
 
 
 
 
Churchill Downs
$
7,956

 
$
3,873

 
F
Arlington Park
28,473

 
30,578

 
(7)
Calder
8,597

 
22,633

 
(62)
Fair Grounds
5,661

 
5,835

 
(3)
Total Racing Operations
50,687

 
62,919

 
(19)
Calder Casino
19,157

 
17,841

 
7
Fair Grounds Slots
9,781

 
10,109

 
(3)
VSI
8,443

 
8,089

 
4
Harlow's Casino
12,082

 
13,454

 
(10)
Oxford Casino
17,730

 

 
F
Riverwalk Casino
12,639

 

 
F
Total Gaming
79,832

 
49,493

 
61
Online Business
48,522

 
45,593

 
6
Other Investments
6,285

 
6,543

 
(4)
Corporate
320

 
329

 
(3)
Net revenues from external customers
$
185,646

 
$
164,877

 
13
 
 
 
 
 
 
Intercompany net revenues:
 
 
 
 
 
Churchill Downs
$
689

 
$
151

 
F
Arlington Park
2,070

 
1,758

 
18
Calder
412

 
554

 
(26)
Fair Grounds
22

 
11

 
F
Total Racing Operations
3,193

 
2,474

 
29
Online Business
211

 
233

 
(9)
Other Investments
938

 
824

 
14
Eliminations
(4,342
)
 
(3,531
)
 
23
Net revenues
$

 
$

 
 
 
 
 
 
 
Reconciliation of Segment Adjusted EBITDA to net earnings:
 
 
 
 
 
Racing Operations
$
(907
)
 
$
2,049

 
U
Gaming
20,569

 
12,672

 
62
Online Business
12,998

 
9,917

 
31
Other Investments
316

 
516

 
(39)
Corporate
(1,215
)
 
(905
)
 
(34)
Total Adjusted EBITDA
31,761

 
24,249

 
31
HRE Trust Fund proceeds
4,249

 

 
F
Share-based compensation expense
(5,990
)
 
(2,968
)
 
U
Pre-opening costs
(500
)
 

 
U
Depreciation and amortization
(15,796
)
 
(13,370
)
 
(18)
Interest income (expense), net
(1,401
)
 
(842
)
 
(66)
Income tax provision
(3,165
)
 
(1,096
)
 
U
Earnings from continuing operations
9,158

 
5,973

 
53
Discontinued operations, net of income taxes
91

 

 
F
Net earnings
$
9,249

 
$
5,973

 
55


Churchill Downs Incorporated Reports 2013 Third-Quarter Results
Page 8 of 11, October 30, 2013

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the nine months ended September 30,
(Unaudited) (in thousands, except per common share data)
 
2013
 
2012
 
% Change
 
 
 
 
 
 
Net revenues from external customers:
 
 
 
 
 
Churchill Downs
$
118,534

 
$
109,297

 
8
Arlington Park
57,720

 
62,802

 
(8)
Calder
27,908

 
47,374

 
(41)
Fair Grounds
31,725

 
34,068

 
(7)
Total Racing Operations
235,887

 
253,541

 
(7)
Calder Casino
60,109

 
58,908

 
2
Fair Grounds Slots
32,123

 
31,726

 
1
VSI
27,449

 
26,466

 
4
Harlow's Casino
40,533

 
43,100

 
(6)
Oxford Casino
17,730

 

 
F
Riverwalk Casino
40,864

 

 
F
Total Gaming
218,808

 
160,200

 
37
Online Business
143,969

 
142,330

 
1
Other Investments
17,934

 
17,012

 
5
Corporate
894

 
806

 
11
Net revenues from external customers
$
617,492

 
$
573,889

 
8
 
 
 
 
 
 
Intercompany net revenues:
 
 
 
 
 
Churchill Downs
$
5,485

 
$
4,419

 
24
Arlington Park
3,110

 
3,810

 
(18)
Calder
917

 
1,150

 
(20)
Fair Grounds
855

 
833

 
3
Total Racing Operations
10,367

 
10,212

 
2
Online Business
657

 
669

 
(2)
Other Investments
3,188

 
2,646

 
20
Eliminations
(14,212
)
 
(13,527
)
 
5
Net revenues
$

 
$

 
 
 
 
 
 
 
Reconciliation of Segment Adjusted EBITDA to net earnings:
 
 
 
 
 
Racing Operations
$
58,353

 
$
58,419

 
Gaming
61,942

 
47,437

 
31
Online Business
38,424

 
35,351

 
9
Other Investments
1,399

 
243

 
F
Corporate
(3,380
)
 
(3,182
)
 
(6)
Total Adjusted EBITDA
156,738

 
138,268

 
13
Insurance recoveries, net of losses
375

 
6,514

 
(94)
HRE Trust Fund proceeds
4,541

 

 
F
Share-based compensation expense
(15,567
)
 
(10,867
)
 
(43)
Pre-opening costs
(1,211
)
 

 
U
Depreciation and amortization
(45,822
)
 
(40,815
)
 
(12)
Interest income (expense), net
(4,034
)
 
(2,994
)
 
(35)
Income tax provision
(34,505
)
 
(34,203
)
 
(1)
Earnings from continuing operations
60,515

 
55,903

 
8
Discontinued operations, net of income taxes
90

 
(1
)
 
F
Net earnings
$
60,605

 
$
55,902

 
8


Churchill Downs Incorporated Reports 2013 Third-Quarter Results
Page 9 of 11, October 30, 2013

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the three and nine months ended September 30,
(in thousands)

 
 
Three Months Ended September 30,
 
Change
Intercompany management fee (expense) income:
 
2013
 
2012
 
$
 
%
Racing Operations
 
$
(1,441
)
 
$
(2,166
)
 
$
725

 
33
Gaming
 
(1,978
)
 
(1,525
)
 
(453
)
 
(30)
Online Business
 
(1,198
)
 
(1,385
)
 
187

 
14
Other Investments
 
(168
)
 
(198
)
 
30

 
15
Corporate Income
 
4,785

 
5,274

 
(489
)
 
(9)
    Total management fees
 
$

 
$

 
$

 
 



 
 
Nine Months Ended September 30,
 
Change
Intercompany management fee (expense) income:
 
2013
 
2012
 
$
 
%
Racing Operations
 
$
(5,500
)
 
$
(6,318
)
 
$
818

 
13
Gaming
 
(4,888
)
 
(3,842
)
 
(1,046
)
 
(27)
Online Business
 
(3,174
)
 
(3,415
)
 
241

 
7
Other Investments
 
(443
)
 
(435
)
 
(8
)
 
(2)
Corporate Income
 
14,005

 
14,010

 
(5
)
 
    Total management fees
 
$

 
$

 
$

 
 



Churchill Downs Incorporated Reports 2013 Third-Quarter Results
Page 10 of 11, October 30, 2013

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
(in thousands)
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net earnings and comprehensive income
$
60,605

 
$
55,902

Adjustments to reconcile net earnings and comprehensive income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
45,822

 
40,815

Gain on asset disposition
(495
)
 
(15
)
Equity in losses of unconsolidated investments
1,682

 
1,255

Share-based compensation
15,567

 
6,083

Other
555

 
708

Increase (decrease) in cash resulting from changes in operating assets and liabilities, net of business acquisitions and dispositions:
 
 
 
Restricted cash
2,056

 
2,938

Accounts receivable
(8,482
)
 
(12,500
)
Other current assets
(793
)
 
(1,895
)
Accounts payable
5,812

 
395

Purses payable
(3,284
)
 
(3,497
)
Accrued expenses
2,202

 
5,732

Deferred revenue
(17,100
)
 
(7,689
)
Income taxes receivable and payable
9,305

 
12,149

Other assets and liabilities
921

 
1,728

Net cash provided by operating activities
114,373

 
102,109

Cash flows from investing activities:
 
 
 
Additions to property and equipment
(29,858
)
 
(25,456
)
Acquisition of businesses, net of cash
(154,872
)
 
(6,728
)
Acquisition of gaming license
(2,250
)
 
(2,250
)
Acquisition of intangible asset
(2,500
)
 

Investment in joint venture
(27,000
)
 
(6,525
)
Purchases of minority investments
(625
)
 
(2,092
)
Proceeds on sale of property and equipment
4

 
88

Proceeds from insurance recoveries

 
10,413

Change in deposit wagering asset
(3,841
)
 
(3,364
)
Net cash used in investing activities
(220,942
)
 
(35,914
)
Cash flows from financing activities:
 
 
 
Borrowings on bank line of credit
641,665

 
291,574

Repayments of bank line of credit
(526,611
)
 
(349,139
)
Change in bank overdraft
(1,103
)
 
(3,034
)
Payments of dividends

 
(10,110
)
Repurchase of common stock
(5,940
)
 
(2,846
)
Common stock issued
1,135

 
6,160

Windfall tax benefit from share-based compensation
2,194

 
819

Loan origination fees
(2,038
)
 

Change in deposit wagering liability
3,841

 
3,055

Net cash provided by (used in) financing activities
113,143

 
(63,521
)
Net increase in cash and cash equivalents
6,574

 
2,674

Cash and cash equivalents, beginning of year
37,177

 
27,325

Cash and cash equivalents, end of year
$
43,751

 
$
29,999



Churchill Downs Incorporated Reports 2013 Third-Quarter Results
Page 11 of 11, October 30, 2013

CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 
September 30,
2013
 
December 31, 2012
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
43,751

 
$
37,177

Restricted cash
40,026

 
38,241

Accounts receivable, net
40,278

 
47,152

Deferred income taxes
9,011

 
8,227

Income taxes receivable

 
2,915

Other current assets
14,497

 
13,352

Total current assets
147,563

 
147,064

Property and equipment, net
576,142

 
542,882

Goodwill
298,225

 
250,414

Other intangible assets, net
205,864

 
143,141

Other assets
60,019

 
30,836

Total assets
$
1,287,813

 
$
1,114,337

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
71,685

 
$
62,278

Bank overdraft
4,924

 
6,027

Purses payable
22,148

 
19,084

Accrued expenses
61,557

 
65,537

Current maturities of long-term debt

 
209,728

Income taxes payable
7,173

 

Deferred revenue
12,119

 
43,916

Total current liabilities
179,606

 
406,570

Long-term debt, net of current maturities
324,782

 

Other liabilities
18,220

 
21,030

Deferred revenue
16,329

 
17,794

Deferred income taxes
24,648

 
24,648

Total liabilities
563,585

 
470,042

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; 17,977 shares issued at September 30, 2013 and 17,448 shares issued at December 31, 2012
294,037

 
274,709

Retained earnings
430,191

 
369,586

Total shareholders’ equity
724,228

 
644,295

Total liabilities and shareholders’ equity
$
1,287,813

 
$
1,114,337