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8-K - 8-K - Churchill Downs Inca7-29x158kq2earnings.htm

FOR IMMEDIATE RELEASE
Contact: Courtney Yopp Norris
(502) 636-4564
Courtney.Norris@kyderby.com
CHURCHILL DOWNS INCORPORATED REPORTS
2015 SECOND-QUARTER RESULTS

Record net revenues of $409.2 million, up 35% over second-quarter 2014
Record Adjusted EBITDA of $157.2 million, 34% above 2014’s second-quarter
Record Kentucky Oaks and Derby week Adjusted EBITDA, grows $6.0 million over prior year
Record first half net cash from operating activities of $194.2 million, up 63% over prior year


LOUISVILLE, Ky. (July 29, 2015) - Churchill Downs Incorporated (CHDN: NASDAQ) (CDI or Company) today reported business results for the second-quarter ended June 30, 2015.

MANAGEMENT COMMENTARY
Bill Carstanjen, CDI’s Chief Executive Officer: “Our second-quarter delivered record revenues and Adjusted EBITDA driven primarily by a fantastic 2015 Kentucky Oaks and Derby and by the contributions of our Big Fish Games division. While all of our segments showed improvements, Big Fish Games was our largest growth catalyst for the quarter and further validates our strategy to enter the online and mobile games segment.”

CONSOLIDATED RESULTS
(in millions, except per share data):
 
 
Second Quarter
 
 
2015
 
2014
 
% Change
GAAP Measures:
 
 
 
 
 
 
Net revenues
 
$409.2
 
$303.5
 
35

Net earnings
 
55.0

 
57.3

 
(4
)
Diluted earnings from continuing operations per share
 
$3.10
 
$3.21
 
(3
)
Net cash flow provided by operating activities
 
194.2

 
119.1

 
63

 
 
 
 
 
 


Non-GAAP Measure:
 
 
 
 
 


Adjusted EBITDA
 
$157.2
 
$117.0
 
34

 
 
 
 
 
 
 
U: > 100% unfavorable; F: > 100% favorable
 
 
 
 
 
 
During the second-quarter of 2015, CDI net revenues increased $105.8 million, or 35%, from the prior year, primarily due to additional revenues from Big Fish Games which the Company acquired in December 2014.


Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 2 of 14, July 29, 2015


Total Adjusted EBITDA increased $40.2 million, or 34%, driven primarily by the addition of Big Fish Games’ Adjusted EBITDA of $28.2 million. In addition, Casino Adjusted EBITDA increased $1.8 million, as the majority of our properties improved either from strong revenue trends or margin improvements from operating cost efficiencies. TwinSpires Adjusted EBITDA increased $2.6 million driven by handle growth and the discontinuation of Luckity.com. Finally, Racing Adjusted EBITDA improved $7.1 million due to another record Kentucky Oaks and Derby week growing year-over-year by $6.0 million and the 2014 leasing of Calder’s pari-mutuel operations to a third party.

BIG FISH GAMES RESULTS
(in millions):
 
 
Second Quarter
 
 
2015
 
2014 (1)
 
% Change
Bookings
 
 
 
 
 
 
Casino
 
$48.2
 
$36.8
 
31

Free-to-Play Casual
 
36.5

 
7.5

 
F

Premium
 
28.0

 
36.1

 
(22
)
Total Bookings
 
$112.7
 
$80.4
 
40

 
 
 
 
 
 
 
Net revenues
 
$104.5
 
$

 
F

Adjusted EBITDA
 
28.2

 

 
F

 
 
 
 
 
 
 
(1) Big Fish Games bookings for period ended June 30, 2014 not included in the consolidated financial results for CDI. Included for comparative purposes only.
The chart above includes second-quarter bookings for 2015 as well as pre-acquisition results for second-quarter 2014. Bookings are a non-GAAP financial measure equal to the revenue recognized plus the change in deferred revenue for the period.
During the second-quarter, Big Fish Games contributed revenues of $104.5 million and Adjusted EBITDA of $28.2 million. Comparing results to Big Fish Games before CDI’s acquisition, total bookings for the quarter increased $32.2 million, or 40%, driven by growth in both the Casino and Free-to-Play Casual segments. Casino bookings grew by $11.5 million, driven by a 24% increase in quarterly average paying users and a 6% increase in average bookings per paying user compared to the second-quarter of 2014. Free-to-Play Casual continues to enjoy the success of its Gummy Drop! product, which launched in the third-quarter of 2014, with total bookings’ growth of $29.0 million driven by a 173% increase in quarterly average paying users and a 78% increase in average bookings per paying user. Premium bookings declined $8.1 million, or 22%, primarily driven by customers continuing to shift from paid PC games to free-to-play mobile games. In addition, the strengthening U.S. dollar (USD) as compared to other currencies where our Premium segment operates resulted in conversion to lower USD bookings of approximately $1.4 million.



Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 3 of 14, July 29, 2015


CASINO RESULTS
(in millions):
 
 
Second Quarter
 
 
2015
 
2014
 
% Change
 
 
 
 
 
 
 
Net revenues
 
$83.8
 
$81.8
 
2

Adjusted EBITDA
 
28.0

 
26.2

 
7

During the second-quarter of 2015, Casino revenues increased $2.0 million, or 2%, from the prior year. Oxford revenues increased $1.6 million, reflective of both total gaming market growth and increased market share. VSI revenues grew $0.9 million from the addition of new video poker machines throughout our Louisiana properties. Partially offsetting the overall growth was a decline in revenues of $0.5 million at Fair Grounds Slots due to a recently implemented smoking ban in Orleans Parish.
Casino Adjusted EBITDA increased by $1.8 million due to improved margins and operating efficiencies at a majority of our properties plus stronger revenue trends at our Oxford Maine facility.

TWINSPIRES RESULTS
(in millions):
 
 
Second Quarter
 
 
2015
 
2014
 
% Change
 
 
 
 
 
 
 
Net revenues
 
$60.7
 
$57.1
 
6

Adjusted EBITDA
 
16.7

 
14.1

 
19

Total handle
 
289.4

 
266.5

 
9

During the second-quarter of 2015, TwinSpires revenues improved $3.7 million due to an 8.6% increase in handle and an increase of 17% in unique players.
TwinSpires Adjusted EBITDA increased $2.6 million, from organic revenue growth and a reduction in Pennsylvania pari-mutuel taxes from a favorable tax ruling received during the third quarter of 2014, partially offset by higher New York taxes.

RACING RESULTS
(in millions):
 
 
Second Quarter
 
 
2015
 
2014
 
% Change
 
 
 
 
 
 
 
Net revenues
 
$155.4
 
$159.4
 
(3
)
Adjusted EBITDA
 
85.2

 
78.1

 
9

Total handle
 
557.8

 
667.6

 
(16
)
During the second-quarter of 2015, revenues generated by Racing decreased $4.0 million as the cessation of Calder's pari-mutuel operations on July 1, 2014, accounted for a loss of 40 live race days and a corresponding decline in revenues of $9.0 million as compared to the prior year. Declines in revenues at Arlington also contributed to the overall decrease. Arlington’s decline was a result of the reduction in


Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 4 of 14, July 29, 2015


state purse subsidies which led to a decrease in live race days and field sizes. Partially offsetting these declines was an increase at Churchill Downs of $8.4 million driven primarily from the successful Kentucky Oaks and Derby week.
Racing Adjusted EBITDA increased $7.1 million, due to a record-breaking Kentucky Oaks and Derby week with increased profitability of $6.0 million, as well as improved performance at Calder due to the cessation of pari-mutuel operations during July 2014.
BUSINESS RESULTS CONFERENCE CALL
A conference call regarding this news release is scheduled for Thursday, July 30, 2015, 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 by dialing (877) 372-0878 and entering the pass code 59263186 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 and certain other items as described in the Company’s Annual Report on Form 10K (“Adjusted EBITDA”). Churchill Downs Incorporated uses Adjusted 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 the world-renowned Churchill Downs Racetrack, home of the Kentucky Derby and Kentucky Oaks, as well as casino operations 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.; a casino in Oxford, Maine; and a 50 percent owned joint venture, Miami Valley Gaming and Racing LLC, in Lebanon, Ohio. CDI also owns Big Fish Games, Inc., one of the world’s largest producers and distributors of casual games; the country's premier online wagering company, TwinSpires.com; the totalisator company, United Tote; and a collection of racing-related telecommunications and data companies. Additional information about CDI can be found online at www.churchilldownsincorporated.com.
Information set forth in this discussion and analysis 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 Quarterly Report on Form 10-Q 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,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently.


Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 5 of 14, July 29, 2015


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 impact of increasing insurance costs; the impact of interest rate fluctuations; maintaining favorable relationships we have with third-party mobile platforms, the inability to secure new content from third-party developers on favorable terms, keeping our games free from programming errors or flaws, the effect if smart phone and tablet usage does not continue to increase; the financial performance of our racing operations; the impact of casino 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 Kentucky, Illinois, Louisiana and Ohio 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 or casino activities; a substantial change in allocation of live racing days; changes in Kentucky, Illinois, Louisiana or Ohio law or regulations that impact revenues or costs of racing in those states; the presence of wagering and casino 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 acquisitions and planned expansion projects including the effect of required payments in the event we are unable to complete acquisitions; 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 Big Fish Games or TwinSpires to prevent security breaches within their 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 or anticipated 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 limitation, agreements on sharing of revenues from casinos 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 Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2014 for further information, including Part I - Item 1A, "Risk Factors" of our Form 10-K for a discussion regarding some of the reasons that actual results may be materially different from those we anticipate.


Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 6 of 14, July 29, 2015


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

 
Three Months Ended
 
 
 
June 30,
 
 
 
2015
 
2014
 
% Change
Net revenues:
 
 
 
 
 
Big Fish Games
$
104,526

 
$

 
F
Casinos
83,770

 
81,779

 
2
TwinSpires
60,748

 
57,076

 
6
Racing
155,436

 
159,435

 
(3)
Other
4,759

 
5,182

 
(8)
 
409,239

 
303,472

 
35
Operating expenses:
 
 
 
 
 
Big Fish Games
83,446

 

 
U
Casinos
61,062

 
62,005

 
(2)
TwinSpires
37,607

 
36,811

 
2
Racing
75,850

 
85,483

 
(11)
Other
5,303

 
6,350

 
(16)
Research and development
9,847

 

 
U
Selling, general and administrative expenses
22,035

 
18,666

 
18
Acquisition related charges
8,200

 

 
U
Operating income
105,889

 
94,157

 
12
Other income (expense):
 
 
 
 
 
Interest income
6

 
5

 
20
Interest expense
(7,112
)
 
(4,961
)
 
43
Equity in gains of unconsolidated investments
2,907

 
2,506

 
16
Miscellaneous, net
28

 
393

 
(93)
 
(4,171
)
 
(2,057
)
 
U
Earnings from continuing operations before provision for income taxes
101,718

 
92,100

 
10
Income tax provision
(46,674
)
 
(34,767
)
 
34
Net earnings
$
55,044

 
$
57,333

 
(4)
 
 
 
 
 

Net earnings per common share data:
 
 
 
 

Basic
 
 
 
 

Net earnings
$
3.12

 
$
3.23

 
(3)
Diluted
 
 
 
 

Net earnings
$
3.10

 
$
3.21

 
(3)
 
 
 
 
 

Weighted average shares outstanding:
 
 
 
 

Basic
17,331

 
17,531

 

Diluted
17,735

 
17,880

 

 
 
 
 
 

Other comprehensive loss:
 
 
 
 

Foreign currency translation, net of tax effect
(28
)
 

 
U
Other comprehensive loss
(28
)
 

 
U
Comprehensive earnings
$
55,016

 
$
57,333

 
(4)



Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 7 of 14, July 29, 2015


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

 
Six Months Ended
 
 
 
June 30,
 
 
 
2015
 
2014
 
% Change
Net revenues:
 
 
 
 
 
Big Fish Games
$
196,429

 
$

 
F
Casinos
$
169,185

 
$
168,165

 
1
TwinSpires
106,063

 
103,160

 
3
Racing
179,874

 
190,014

 
(5)
Other
8,598

 
9,274

 
(7)
 
660,149


470,613

 
40
Operating expenses:
 
 
 
 
 
Big Fish Games
165,605

 

 
U
Casinos
121,843

 
124,051

 
(2)
TwinSpires
69,388

 
70,388

 
(1)
Racing
112,360

 
128,703

 
(13)
Other
10,906

 
12,048

 
(9)
Research and development
20,079

 

 
U
Selling, general and administrative expenses
43,607

 
40,131

 
9
Acquisition related charges
14,600

 

 
U
Insurance recoveries, net of losses

 
(431
)
 
(100)
Operating income
101,761

 
95,723

 
6
Other income (expense):
 
 
 
 
 
Interest income
224

 
9

 
F
Interest expense
(14,596
)
 
(9,934
)
 
47
Equity in gains of unconsolidated investments
5,855

 
4,796

 
22
Gain on sale of equity investment
5,817

 

 
F
Miscellaneous, net
(160
)
 
368

 
U
 
(2,860
)
 
(4,761
)
 
(40)
Earnings from continuing operations before provision for income taxes
98,901

 
90,962

 
9
Income tax provision
(45,415
)
 
(34,329
)
 
(32)
Net earnings
53,486

 
56,633

 
(6)
 
 
 
 
 

Net earnings per common share data:
 
 
 
 

Basic
 
 
 
 

Net earnings
$
3.04

 
$
3.20

 
(5)
Diluted
 
 
 
 

Net earnings
$
3.02

 
$
3.17

 
(5)
 
 
 
 
 

Weighted average shares outstanding:
 
 
 
 

Basic
17,300

 
17,475

 

Diluted
17,698

 
17,884

 

 
 
 
 
 

Other comprehensive loss:
 
 
 
 

Foreign currency translation, net of tax effect
(415
)
 

 
U
Other comprehensive loss
(415
)
 

 
U
Comprehensive earnings
$
53,071

 
$
56,633

 
(6)


Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 8 of 14, July 29, 2015


CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the three months ended June 30,
(Unaudited) (in thousands, except per common share data)
 
2015
 
2014
 
% Change
Net revenues from external customers:
 
 
 
 
 
Big Fish Games
$
104,526

 
$

 
F
Casinos:
 
 
 
 

Calder Casino
19,786

 
19,873

 
Fair Grounds Slots
9,053

 
9,586

 
(6)
VSI
9,389

 
8,479

 
11
Harlow's Casino
12,050

 
11,777

 
2
Oxford Casino
20,958

 
19,402

 
8
Riverwalk Casino
12,534

 
12,662

 
(1)
Total Casinos
83,770

 
81,779

 
2
TwinSpires
60,748

 
57,076

 
6
Racing:
 
 
 
 

Churchill Downs
126,792

 
118,348

 
7
Arlington
18,119

 
21,193

 
(15)
Calder
717

 
9,714

 
(93)
Fair Grounds
9,808

 
10,180

 
(4)
Total Racing
155,436

 
159,435

 
(3)
Other Investments
4,502

 
4,778

 
(6)
Corporate
257

 
404

 
(36)
Net revenues from external customers
$
409,239

 
$
303,472

 
35
Intercompany net revenues:
 
 
 
 
 
TwinSpires
$
250

 
$
244

 
2
Racing:
 
 
 
 

Churchill Downs
5,384

 
4,945

 
9
Arlington
1,486

 
1,777

 
(16)
Calder

 
351

 
(100)
Fair Grounds

 
(3
)
 
(100)
Total Racing
6,870

 
7,070

 
(3)
Other Investments
1,093

 
1,210

 
(10)
Eliminations
(8,213
)
 
(8,524
)
 
(4)
Net revenues
$

 
$

 

Reconciliation of Adjusted EBITDA to net earnings:
 
 
 
 
 
Big Fish Games
$
28,238

 
$

 
F
Casinos
27,955

 
26,174

 
7
TwinSpires
16,717

 
14,087

 
19
Racing
85,195

 
78,079

 
9
Other Investments
781

 
(223
)
 
F
Corporate Adjusted EBITDA
(1,687
)
 
(1,141
)
 
(48)
Total segment Adjusted EBITDA
157,199

 
116,976

 
34
Big Fish Games acquisition charges
(8,200
)
 

 
U
Big Fish Games changes in deferred revenue
(8,220
)
 

 
U
Share-based compensation
(3,372
)
 
(3,113
)
 
8
MVG interest expense, net
(536
)
 
(597
)
 
(10)
Other charges and recoveries, net
(777
)
 
(450
)
 
73
Depreciation and amortization
(27,270
)
 
(15,760
)
 
73
Interest (expense) income, net
(7,106
)
 
(4,956
)
 
43
Income tax provision
(46,674
)
 
(34,767
)
 
34
Earnings from continuing operations
55,044

 
57,333

 
(4)
Foreign currency translation, net of tax effect
(28
)
 

 
U
Comprehensive earnings
$
55,016

 
$
57,333

 
(4)


Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 9 of 14, July 29, 2015


CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the six months ended June 30,
(Unaudited) (in thousands, except per common share data)
 
2015
 
2014
 
% Change
Net revenues from external customers:
 
 
 
 
 
Big Fish Games
$
196,429

 
$

 
F
Casinos:
 
 
 
 
 
Calder Casino
40,165

 
40,456

 
(1)
Fair Grounds Slots
20,535

 
21,370

 
(4)
VSI
18,573

 
17,233

 
8
Harlow's Casino
25,730

 
26,228

 
(2)
Oxford Casino
38,461

 
36,921

 
4
Riverwalk Casino
25,721

 
25,957

 
(1)
Total Casinos
169,185

 
168,165

 
1
TwinSpires
106,063

 
103,160

 
3
Racing:
 
 
 
 
 
Churchill Downs
128,800

 
120,490

 
7
Arlington
23,931

 
27,315

 
(12)
Calder
1,391

 
17,738

 
(92)
Fair Grounds
25,752

 
24,471

 
5
Total Racing
179,874

 
190,014

 
(5)
Other Investments
8,107

 
8,615

 
(6)
Corporate
491

 
659

 
(25)
Net revenues from external customers
$
660,149

 
$
470,613

 
40
Intercompany net revenues:
 
 
 
 
 
TwinSpires
$
547

 
$
474

 
15
Racing:
 
 
 
 
 
Churchill Downs
5,617

 
5,173

 
9
Arlington
2,444

 
2,794

 
(13)
Calder

 
707

 
(100)
Fair Grounds
858

 
729

 
18
Total Racing
8,919

 
9,403

 
(5)
Other Investments
1,888

 
2,108

 
(10)
Eliminations
(11,354
)
 
(11,985
)
 
(5)
Net revenues
$

 
$

 
 
Reconciliation of Adjusted EBITDA to net earnings:
 
 
 
 
 
Big Fish Games
$
48,264

 
$

 
F
Casinos
56,742

 
53,425

 
6
TwinSpires
27,907

 
24,037

 
16
Racing
75,998

 
67,829

 
12
Other Investments
113

 
(1,576
)
 
F
Corporate Adjusted EBITDA
(3,554
)
 
(2,247
)
 
(58)
Total segment Adjusted EBITDA
205,470

 
141,468

 
45
Insurance recoveries, net of losses

 
431

 
(100)
Big Fish Games acquisition charges
(14,600
)
 

 
U
Big Fish Games changes in deferred revenue
(21,096
)
 

 
U
Share-based compensation
(6,095
)
 
(8,354
)
 
(27)
MVG interest expense, net
(1,090
)
 
(1,137
)
 
(4)
Other charges and recoveries, net
5,361

 
(477
)
 
F
Depreciation and amortization
(54,677
)
 
(31,044
)
 
76
Interest (expense) income, net
(14,372
)
 
(9,925
)
 
45
Income tax provision
(45,415
)
 
(34,329
)
 
32
Earnings from continuing operations
53,486


56,633

 
(6)
Foreign currency translation, net of tax effect
(415
)
 

 
U
Comprehensive earnings
$
53,071

 
$
56,633

 
(6)


Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 10 of 14, July 29, 2015


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

 
 
Three Months Ended June 30,
 
Change
 
 
2015
 
2014
 
$
 
%
Intercompany management fee (expense) income:
 
 
 
 
 
 
 
 
Big Fish Games
 
$
(750
)
 
$

 
$
(750
)
 
U
Casinos
 
(1,008
)
 
(957
)
 
(51
)
 
(5)
TwinSpires
 
(875
)
 
(802
)
 
(73
)
 
(9)
Racing
 
(2,995
)
 
(3,200
)
 
205

 
6
Other Investments
 
(75
)
 
(80
)
 
5

 
6
Corporate Income
 
5,703

 
5,039

 
664

 
13
Total management fees
 
$

 
$

 
$

 
 




 
 
Six Months Ended June 30,
 
Change
 
 
2015
 
2014
 
$
 
%
Intercompany management fee (expense) income:
 
 
 
 
 
 
 
 
Big Fish Games
 
$
(1,500
)
 
$

 
$
(1,500
)
 
U
Casinos
 
(3,332
)
 
(3,531
)
 
199

 
6
TwinSpires
 
(2,098
)
 
(2,233
)
 
135

 
6
Racing
 
(3,693
)
 
(4,178
)
 
485

 
12
Other Investments
 
(188
)
 
(213
)
 
25

 
12
Corporate Income
 
10,811

 
10,155

 
656

 
6
Total management fees
 
$

 
$

 
$

 
 




Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 11 of 14, July 29, 2015


CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30,
(unaudited) (in thousands)
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net earnings
$
53,486

 
$
56,633

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation and amortization
54,677

 
31,044

Game technology and rights amortization
3,060

 

Acquisition related charges
14,600

 

Asset impairment loss
250

 

Loss on asset disposals
393

 
66

Gain on sale of equity investment
(5,817
)
 

Equity in gains of unconsolidated investments
(5,855
)
 
(4,796
)
Dividend from investment in unconsolidated affiliate
7,500

 

Share-based compensation
6,095

 
8,354

Other
804

 
302

Increase (decrease) in cash resulting from changes in operating assets and liabilities, net of business acquisition:
 
 
 
Restricted cash
(2,620
)
 
2,385

Accounts receivable
(13,431
)
 
(13,828
)
Other current assets
(8,615
)
 
(4,981
)
Game technology and rights
(11,217
)
 

Accounts payable
26,972

 
28,433

Purses payable
10,321

 
2,036

Accrued expenses
(1,028
)
 
(1,775
)
Deferred revenue
422

 
(25,843
)
Income taxes receivable and payable
59,045

 
38,967

Other assets and liabilities
5,136

 
2,091

Net cash provided by operating activities
194,178

 
119,088

Cash flows from investing activities:
 
 
 
Additions to property and equipment
(22,681
)
 
(38,475
)
Deferred payments to Big Fish Games former equity holders
(959
)
 

Investment in joint ventures
(332
)
 
(6,500
)
Proceeds from sale of equity investment
6,000

 

Purchases of minority investments
(81
)
 
(273
)
Proceeds on sale of property and equipment
81

 
88

Net cash used in investing activities
(17,972
)
 
(45,160
)
(continued on next page)


Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 12 of 14, July 29, 2015


CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30,
(unaudited) (in thousands)
 
2015
 
2014
Cash flows from financing activities:
 
 
 
Borrowings on bank line of credit
189,871

 
210,854

Repayments on bank line of credit
(346,484
)
 
(211,247
)
Tax refund payments to Big Fish Games equity holders
(11,773
)
 

Change in bank overdraft
5,222

 
5,504

Payment of dividends
(17,419
)
 
(15,186
)
Repurchase of common stock

 
(61,561
)
Repurchase of common stock from share-based compensation
(5,929
)
 
(8,121
)
Common stock issued
88

 
4,525

Windfall tax benefit from share-based compensation
3,103

 
4,465

Loan origination fees
(26
)
 
(170
)
Debt issuance costs

 
(1,029
)
Net cash used in financing activities
(183,347
)
 
(71,966
)
Net (decrease) increase in cash and cash equivalents
(7,141
)
 
1,962

Effect of exchange rate changes on cash
(1,551
)
 

Cash and cash equivalents, beginning of year
67,936

 
44,708

Cash and cash equivalents, end of year
$
59,244

 
$
46,670



Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 13 of 14, July 29, 2015


CHURCHILL DOWNS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(unaudited) (in thousands)
 
June 30,
2015
 
December 31, 2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
59,244

 
$
67,936

Restricted cash
28,685

 
26,065

Accounts receivable, net
66,885

 
75,890

Deferred income taxes
18,759

 
18,519

Income taxes receivable

 
29,455

Game technology and rights, net
8,250

 
530

Other current assets
33,243

 
24,135

Total current assets
215,066

 
242,530

Property and equipment, net
589,552

 
595,315

Investment in and advances to unconsolidated affiliate
107,465

 
109,548

Goodwill
840,947

 
840,947

Other intangible assets, net
521,607

 
549,972

Other assets
24,353

 
24,192

Total assets
$
2,298,990

 
$
2,362,504

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
66,291

 
$
45,597

Bank overdraft
5,766

 
544

Purses payable
21,490

 
11,169

Account wagering deposit liabilities
21,160

 
18,137

Accrued expenses
92,665

 
93,286

Income taxes payable
32,609

 

Tax refund due to Big Fish Games former equity holders
6,313

 
18,087

Deferred revenue
10,985

 
51,833

Deferred revenue - Big Fish Games
62,844

 
41,747

Big Fish Games deferred payment, current
28,100

 
27,180

Big Fish Games earnout liability, current
272,850

 

Current maturities of long-term debt
13,750

 
11,250

Dividends payable

 
17,419

Total current liabilities
634,823

 
336,249

Long-term debt, net of current maturities
299,992

 
459,105

Notes payable
300,000

 
300,000

Big Fish Games deferred payment, net of current amount due
54,200

 
51,620

Big Fish Games earnout liability, net of current amount due
66,050

 
327,800

Other liabilities
24,521

 
21,718

Deferred revenue
13,641

 
16,489

Deferred income taxes
149,326

 
149,522

Total liabilities
1,542,553

 
1,662,503

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; 17,580 shares issued at June 30, 2015 and 17,472 shares issued at December 31, 2014
265,645

 
262,280

Accumulated other comprehensive loss
(540
)
 
(125
)
Retained earnings
491,332

 
437,846

Total shareholders’ equity
756,437

 
700,001

Total liabilities and shareholders’ equity
$
2,298,990

 
$
2,362,504



Churchill Downs Incorporated Reports 2015 Second-Quarter Results
Page 14 of 14, July 29, 2015


CHURCHILL DOWNS INCORPORATED
JOINT VENTURE FINANCIAL STATEMENTS
for the three and six months ended June 30,
(Unaudited)


Summarized financial information for Miami Valley Gaming, LLC is comprised of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
Casino revenue
$
33,119

 
$
33,124

 
—%
 
$
65,163

 
$
64,287

 
1%
Non-casino revenue
1,879

 
1,913

 
(2)%
 
3,836

 
3,544

 
8%
Net revenues
34,998

 
35,037

 
—%
 
68,999

 
67,831

 
2%
Operating and SG&A expenses
25,052

 
24,777

 
1%
 
49,686

 
48,988

 
1%
Adjusted EBITDA
9,946

 
10,260

 
(3)%
 
19,313

 
18,843

 
2%
Depreciation & amortization expenses
3,154

 
3,474

 
(9)%
 
6,298

 
6,841

 
(8)%
Pre-opening expenses

 

 
N/A
 

 
54

 
(100)%
Operating income
6,792

 
6,786

 
—%
 
13,015

 
11,948

 
9%
Interest (expense) income, net
(1,073
)
 
(1,194
)
 
(10)%
 
(2,181
)
 
(2,274
)
 
(4)%
Net income
$
5,719

 
$
5,592

 
2%
 
$
10,834

 
$
9,674

 
12%


Reconciliation of operating income to Churchill Downs' Adjusted EBITDA
Three Months Ended June 30,
 
Six Months Ended June 30,
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
Operating income
$
6,792

 
$
6,786

 
%
 
$
13,015

 
$
11,948

 
9%
Pre-opening expenses

 

 
N/A

 

 
54

 
(100)%
 
6,792

 
6,786

 
%
 
13,015

 
12,002

 
8%
Churchill Downs' Adjusted EBITDA
$
3,396

 
$
3,393

 
%
 
$
6,508

 
$
6,001

 
8%


 
June 30, 2015
 
December 31, 2014
Assets
 
 
 
Current assets
$
23,382

 
$
24,943

Property and equipment, net
125,597

 
130,868

Other assets, net
105,059

 
105,059

Total assets
$
254,038

 
$
260,870

 
 
 
 
Liabilities and Members' Equity
 
 
 
Current liabilities
$
17,110

 
$
16,775

Current portion of long-term debt
8,332

 
8,332

Long-term debt, excluding current portion
23,591

 
26,584

Other liabilities
75

 
83

Members' equity
204,930

 
209,096

Total liabilities and members' equity
$
254,038

 
$
260,870