Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITY EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 13, 2008

 

LOGO

(Exact name of registrant as specified in its charter)

 

Kentucky   0-1469   61-0156015
(State of incorporation)   Commission file number   (IRS Employer Identification No.)
700 Central Avenue, Louisville, Kentucky 40208
  (Address of principal executive offices)  
  (Zip Code)  
(502) 636-4400
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (18 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


 

 

Item 2.02. RESULTS OF OPERATION AND FINANCIAL CONDITION.

A copy of the news release issued by Churchill Downs Incorporated (the “Company”) on March 13, 2008 announcing the results of operations and financial condition for the fourth quarter and full year ended December 31, 2007, is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibit

 

  99.1 Press Release dated March 13, 2008 issued by Churchill Downs Incorporated.

 

   

Exhibit No.

  

Description

  Exhibit 99.1    Press Release dated March 13, 2008 issued by Churchill Downs Incorporated.

 


 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto, duly authorized.

 

    CHURCHILL DOWNS INCORPORATED
March 13, 2008     /s/ William E. Mudd
      By: William E. Mudd
     

Title: Executive Vice President and Chief Financial

Officer (Principal Financial and Accounting Officer)

Press Release

Exhibit 99.1

LOGO

 

FOR IMMEDIATE RELEASE

   Contact: Julie Koenig Loignon
   (502) 636-4502 (office)
   juliek@kyderby.com

CHURCHILL DOWNS INCORPORATED REPORTS 2007 RESULTS

 

   

2007 Net Revenues From Continuing Operations Grow By 9 Percent

   

2007 Q4 Net Revenues From Continuing Operations Climb by 10.9 Percent

   

2007 EBITDA And Net Earnings From Continuing Operations Lower Due Primarily to Higher Insurance Recoveries of $18.5 Million Recorded During 2006 and Florida Legislative Expenses of $2.6 Million Recorded During Q4 of 2007

LOUISVILLE, Ky. (March 13, 2008) – Churchill Downs Incorporated (NASDAQ: CHDN) (“Company”) today reported results for the fourth quarter and year ended Dec. 31, 2007.

For the full year, net revenues from continuing operations grew to $410.7 million, a 9.0 percent increase from the prior year total of $376.7 million. Net revenues from continuing operations for the fourth quarter of 2007 climbed to $89.1 million, a lift of 10.9 percent from the previous year total of $80.3 million.

Total net revenues for the year and for the fourth quarter increased primarily due to the acquisition of the AmericaTAB and Bloodstock Research Information Services (“BRIS”) advance-deposit wagering (“ADW”) and data businesses in June 2007, as well as the launch of Churchill Downs Incorporated’s official ADW business, TwinSpires.com, during the year. Net revenues also increased year-over-year due in part to 48 additional days of live racing at Fair Grounds Race Course & Slots compared to the same period of 2006 and to the opening of the temporary slot facility at Fair Grounds. Fair Grounds conducted only 36 live racing days in 2006 due to the aftermath of Hurricane Katrina. The increase in net revenues was partially offset by four fewer race days at Churchill Downs.

A considerable difference in the amount of insurance recoveries recognized during 2007 compared to 2006, as well as higher spending on legislative initiatives in 2007 and the related increase in tax rates, contributed to lower overall net earnings. Net earnings from continuing operations for 2007 decreased to $17.0 million, or $1.23 per diluted common share, from $30.2 million, or $2.22 per diluted common share, in 2006. For the fourth quarter of 2007, the Company had a net loss from continuing operations of $5.1 million, or $0.38 per diluted common share, compared to net earnings from continuing operations of $2.5 million, or $0.18 per diluted common share, in the same period of 2006. The decrease in net earnings year-over-year was due primarily to the following factors:

 

   

During 2007, the Company recognized a gain of $0.8 million, compared to $19.2 million during the same period of 2006, related to insurance recoveries, net of losses, associated with damages sustained from natural disasters that occurred during 2005 by the Louisiana Operations and at Calder Race Course;

   

The Company’s equity in loss of unconsolidated investments increased during 2007 primarily as a result of the performance of its investments in HorseRacingTV and TrackNet Media Group, LLC (“TrackNet”); and

   

The Company’s effective tax rate increased from 39 percent in 2006 to 42 percent in 2007, resulting primarily from the non-deductibility of legislative initiative costs in South Florida recognized during 2007.

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Churchill Downs Incorporated Reports 2007 Results

March 13, 2008

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Lower insurance-related gains, plus the Company’s investment of $2.6 million in South Florida legislative initiatives during 2007, primarily contributed to the year-over-year difference in EBITDA (earnings before interest, taxes, depreciation and amortization) from continuing operations. EBITDA for 2007 was $55.2 million versus $69.7 million in 2006. The Company’s EBITDA for 2006 included the positive impact of $19.2 million of insurance recoveries, net of losses, related to storm damage incurred in the fall of 2005 at Calder and throughout the Louisiana Operations.

President and Chief Executive Officer Robert L. Evans said the Company made substantial progress during 2007 on several strategic initiatives intended to move Churchill Downs Incorporated down the path towards meaningful, long-term growth. “We entered the ADW market mid-year with the launch of TwinSpires.com and the acquisition of the AmericaTAB and BRIS businesses,” Evans said. “Today, our ADW platform offers some of the most sought-after horse racing content available, and TwinSpires.com continues to offer customers superior handicapping products and greater incentives to play. Through our TrackNet joint venture, we also increased the rate of revenue returned to horsemen and racetracks on handle generated through the ADW channel, thereby securing a greater return on investment for those who actually create the racing product.

“In 2007, we expanded our gaming business in Louisiana, opening a temporary slot machine facility at Fair Grounds that has exceeded our expectations. Average daily gross win per unit grew from $123 in September 2007 to $237 in December of last year. For January and February 2008, that average has climbed to $314. While we cannot predict future levels of play, we are very pleased with the facility’s performance to date. Construction on Fair Grounds’ permanent facility is on track, and we expect to open the new, larger building, which will initially feature 600 slot machines, this fall.

“Thanks to our successful campaign in Florida, we have the opportunity to add slot machine gaming to Calder. We are still examining how best to deploy our capital in the market and are not ready to announce our plans for a slot machine gaming facility. We will continue to work through the licensing and permitting process and other logistics necessary to put a final plan in place. We do want to thank voters in Miami-Dade County for their support at the polls last January. We also extend our gratitude to lawmakers in Florida and in Louisiana for working proactively with the horse racing industry on gaming initiatives. Their efforts have resulted in new revenue streams for state programs and have provided a competitive advantage for the horse racing industries in both states.”

Evans, concluded, “As we move ahead in 2008, we will continue to aggressively manage our cost structure by implementing new operating and purchasing efficiencies. We will focus on increasing wagering revenues by working to capture greater market share, particularly in the ADW channel. In the year ahead, we will also leverage our racing greatest assets, the Kentucky Derby and Kentucky Oaks, to help us identify and engage new fans for horse racing. We’ll introduce a number of innovative programs, wagering products, interactive contests and entertainment options that we believe will drive sign-ups for TwinSpires.com, enhance Kentucky Derby weekend for guests who join us on-track, and allow us to bring the Derby experience home to millions of fans around the world who want to be part of the first Saturday in May.”

A conference call regarding this news release is scheduled for Friday, March 14, 2008, at 9 a.m. EDT. 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 (617) 213-4853 and entering the pass code 57288726 at least 10 minutes before the appointed time. The online replay will be available at approximately noon EDT and continue for two weeks. A two-week telephonic replay will be available one hour after the call ends by dialing (888) 286-8010 and entering 71855844 when prompted for the access code. A copy of the Company’s news release announcing quarterly

 

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Churchill Downs Incorporated Reports 2007 Results

March 13, 2008

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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.

Churchill Downs Incorporated (“Churchill Downs”), headquartered in Louisville, Ky., owns and operates world-renowned horse racing venues throughout the United States. Churchill Downs’ four racetracks in Florida, Illinois, Kentucky and Louisiana host many of North America’s most prestigious races, including the Kentucky Derby and Kentucky Oaks, Arlington Million, Princess Rooney Handicap and Louisiana Derby. Churchill Downs racetracks have hosted seven Breeders’ Cup World Championships. Churchill Downs also owns off-track betting facilities and has interests in various advance-deposit wagering, television production, telecommunications and racing services companies, including a 50-percent interest in the national cable and satellite network HorseRacing TV™, that support the Company’s network of simulcasting and racing operations. Churchill Downs trades on the NASDAQ Global Select Market under the symbol CHDN and can be found on the Internet 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. 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; the effect (including possible increases in the cost of doing business) resulting from future war and terrorist activities or political uncertainties; the 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 and riverboat, cruise ship and land-based casinos) and other sports and entertainment options in those markets in which we operate; the impact of live racing day competition with other Florida and Louisiana racetracks within those respective markets; 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 Illinois law that impact revenues of racing operations in Illinois; the presence of wagering facilities of Indiana racetracks near our operations; our continued ability to effectively compete for the country’s top horses and trainers necessary to field high-quality horse racing; our continued ability to grow our share of the interstate simulcast market; our ability to execute our acquisition strategy and to complete or successfully operate planned expansion projects; our ability to successfully complete any divestiture transaction; our ability to execute on our temporary and permanent slot facilities in Louisiana; market reaction to our expansion projects; the loss of our totalisator companies or their inability to provide us assurance of the reliability of their internal control processes through Statement on Auditing Standards No. 70 audits or to keep their

 

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Churchill Downs Incorporated Reports 2007 Results

March 13, 2008

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technology current; the need for various alternative gaming approvals in Louisiana; our accountability for environmental contamination; the loss of key personnel; the impact of natural disasters, including Hurricanes Katrina, Rita and Wilma on our operations and our ability to adjust the casualty losses through our property and business interruption insurance coverage; any business disruption associated with a natural disaster and/or its aftermath; our ability to integrate businesses we acquire, 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 effect of claims of third parties to intellectual property rights; and the volatility of our stock price.

Shareholders and interested parties should read this discussion with the financial statements and other financial information included in this news release. Our significant accounting polices are described in Note 1 to the Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form 10-K.


Churchill Downs Incorporated Reports 2007 Results

March 13, 2008

Page 5 of 8

 

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS

for the three months and year ended December 31, 2007, and 2006

(Unaudited)

(In thousands, except per share data)

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2007     2006     2007     2006  

Net revenues

   $ 89,055     $ 80,270     $ 410,735     $ 376,671  

Operating expenses

     80,376       72,429       326,404       301,607  

Selling, general and administrative expenses

     15,576       11,506       51,479       44,713  

Insurance recoveries, net of losses

     —         (6,278 )     (784 )     (19,231 )
                                

Operating (loss) income

     (6,897 )     2,613       33,636       49,582  

Other income (expense):

        

Interest income

     118       317       946       866  

Interest expense

     (1,271 )     (589 )     (3,525 )     (1,869 )

Equity in loss of unconsolidated investments

     (1,101 )     (225 )     (3,372 )     (839 )

Miscellaneous, net

     420       446       1,659       1,869  
                                
     (1,834 )     (51 )     (4,292 )     27  
                                

(Loss) earnings from continuing operations before benefit
(provision) for income taxes

     (8,731 )     2,562       29,344       49,609  

Benefit (provision) for income taxes

     3,600       (98 )     (12,306 )     (19,392 )
                                

Net (loss) earnings from continuing operations

     (5,131 )     2,464       17,038       30,217  

Discontinued operations, net of income taxes:

        

Earnings (loss) from operations

     96       (4,562 )     55       (4,685 )

Gain (loss) on sale of business

     (1,180 )     82       (1,362 )     4,279  
                                

Net (loss) earnings

   $ (6,215 )   $ (2,016 )   $ 15,731     $ 29,811  
                                

Net (loss) earnings per common share:

        

Basic

        

Net (loss) earnings from continuing operations

   $ (0.38 )   $ 0.18     $ 1.24     $ 2.24  

Discontinued operations

     (0.08 )     (0.33 )     (0.09 )     (0.03 )
                                

Net (loss) earnings

   $ (0.46 )   $ (0.15 )   $ 1.15     $ 2.21  
                                

Diluted

        

Net (loss) earnings from continuing operations

   $ (0.38 )   $ 0.18     $ 1.23     $ 2.22  

Discontinued operations

     (0.08 )     (0.33 )     (0.09 )     (0.03 )
                                

Net (loss) earnings

   $ (0.46 )   $ (0.15 )   $ 1.14     $ 2.19  
                                

Weighted average shares outstanding

        

Basic

     13,525       13,287       13,458       13,159  

Diluted

     13,525       13,287       13,972       13,667  

Certain financial statement amounts have been reclassified in the prior periods to conform to current period presentation.

 

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Churchill Downs Incorporated Reports 2007 Results

March 13, 2008

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CHURCHILL DOWNS INCORPORATED

SUPPLEMENTAL INFORMATION BY OPERATING UNIT

for the three months and year ended December 31, 2007, and 2006

(Unaudited)

(In thousands)

 

     Three months ended
December 31,
    Year ended
December 31,
 
     2007     2006     2007     2006  

Net revenues from external customers:

        

Churchill Downs

   $ 14,893     $ 17,810     $ 117,011     $ 122,196  

Arlington Park

     7,775       7,619       87,827       82,358  

Calder

     31,725       34,106       92,604       97,294  

Louisiana Operations

     23,535       19,905       86,862       70,705  
                                

Total racing operations

     77,928       79,440       384,304       372,553  

Other investments

     10,429       212       24,054       1,953  

Corporate

     698       635       2,329       2,179  
                                

Net revenues from continuing operations

     89,055       80,287       410,687       376,685  

Discontinued operations

     —         10,570       7,837       49,809  
                                
   $ 89,055     $ 90,857     $ 418,524     $ 426,494  
                                

Intercompany net revenues:

        

Churchill Downs

   $ 871     $ 547     $ 2,912     $ 1,662  

Arlington Park

     132       —         939       505  

Calder

     625       264       1,108       641  

Louisiana Operations

     472       140       710       163  
                                

Total racing operations

     2,100       951       5,669       2,971  

Other investments

     620       608       1,626       1,889  

Eliminations

     (2,720 )     (1,576 )     (7,247 )     (4,874 )
                                
     —         (17 )     48       (14 )

Discontinued Operations

     —         17       (48 )     14  
                                
   $ —       $ —       $ —       $ —    
                                

Segment EBITDA and net (loss) earnings:

        

Churchill Downs

   $ (2,612 )   $ 718     $ 34,013     $ 35,988  

Arlington Park

     (4,413 )     (3,999 )     6,313       (160 )

Calder

     1,439       5,105       7,101       13,541  

Louisiana Operations

     5,809       6,750       11,311       22,777  
                                

Total racing operations

     223       8,574       58,738       72,146  

Other investments

     (333 )     (38 )     (1,001 )     1,132  

Corporate

     (942 )     (778 )     (2,586 )     (3,614 )
                                

Total EBITDA from continuing operations

     (1,052 )     7,758       55,151       69,664  

Eliminations

     —         9       56       112  

Depreciation and amortization

     (6,525 )     (4,933 )     (23,284 )     (19,164 )

Interest income (expense), net

     (1,154 )     (272 )     (2,579 )     (1,003 )

Benefit (provision) for income taxes

     3,600       (98 )     (12,306 )     (19,392 )
                                

Net (loss) earnings from continuing operations

     (5,131 )     2,464       17,038       30,217  

Discontinued operations, net of income taxes

     (1,084 )     (4,480 )     (1,307 )     (406 )
                                

Net (loss) earnings

   $ (6,215 )   $ (2,016 )   $ 15,731     $ 29,811  
                                

Certain financial statement amounts have been reclassified in the prior periods to conform to current period presentation.

 

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Churchill Downs Incorporated Reports 2007 Results

March 13, 2008

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During the year ended December 31, 2007, the Company modified its method of allocating management fees to the operating segments. As a result, management fees included in EBITDA of the operating segments fluctuated significantly between each of the three months and years ended December 31, 2007, and 2006. The table below presents management fees (expense) income included in the EBITDA of each of the operating segments for each of the three months and years ended December 31, 2007, and 2006 (in thousands):

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2007     2006     2007     2006  

Churchill Downs

   $ (1,704 )   $ (989 )   $ (5,279 )   $ (4,467 )

Arlington Park

     (1,323 )     (47 )     (3,907 )     (2,102 )

Calder

     (2,149 )     (1,343 )     (4,126 )     (3,315 )

Louisiana Operations

     1,846       (1,955 )     (3,856 )     (6,336 )

Other investments

     (1,130 )     —         (1,130 )     —    

Corporate

     4,460       4,334       18,298       16,220  
                                

Total

   $ —       $ —       $ —       $ —    
                                

In connection with the formation of TrackNet, the Company’s internal management reporting structure was adjusted to eliminate the segment formerly known as Churchill Downs Simulcast Network (“CDSN”). CDSN previously sold the racing signals of the racetracks owned by the Company for wagering and simulcast purposes, but this function will be performed by TrackNet going forward. Activity previously disclosed for CDSN for each of the three months and year ended December 31, 2006, has been allocated to the other operating segments as follows (in thousands):

 

     Three Months
Ended
December 31,
2006
    Year Ended
December 31,
2006
 

Net revenues from external customers

    

Churchill Downs

   $ 5,378     $ 29,603  

Arlington Park

     4       10,484  

Calder

     6,887       15,409  

Louisiana Operations

     2,958       4,778  

Corporate

     635       2,017  

Discontinued operations

     —         2,540  
                

Total CDSN

   $ 15,862     $ 64,831  
                

Intercompany net revenues

    

Churchill Downs

   $ (4,060 )   $ (22,350 )

Arlington Park

     (4 )     (7,864 )

Calder

     (5,164 )     (11,556 )

Louisiana Operations

     (2,219 )     (3,584 )

Discontinued Operations

     1       (1,922 )

Eliminations

     11,446       47,276  
                

Total CDSN

   $ —       $ —    
                

Segment EBITDA

    

Churchill Downs

   $ 1,317     $ 7,249  

Arlington Park

     1       2,621  

Calder

     1,721       3,851  

Louisiana Operations

     739       1,194  

Corporate

     227       487  

Discontinued operations

     —         617  
                

Total CDSN

   $ 4,005     $ 16,019  
                

 

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Churchill Downs Incorporated Reports 2007 Results

March 13, 2008

Page 8 of 8

 

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

     December 31,
2007
   December 31,
2006

ASSETS

     

Current assets:

     

Cash and cash equivalents

   $ 15,345    $ 20,751

Restricted cash

     11,295      12,704

Accounts receivable, net

     46,335      42,316

Deferred income taxes

     6,497      6,274

Income taxes receivable

     13,414      12,217

Other current assets

     10,396      8,857

Assets held for sale

     —        25,422
             

Total current assets

     103,282      128,541

Plant and equipment, net

     357,986      336,068

Goodwill

     108,349      53,528

Other intangible assets, net

     39,087      16,048

Other assets

     16,112      12,143
             

Total assets

   $ 624,816    $ 546,328
             

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Current liabilities:

     

Accounts payable

   $ 32,032    $ 21,476

Purses payable

     12,816      18,128

Accrued expenses

     43,788      40,781

Dividends payable

     6,750      6,670

Deferred revenue

     25,455      26,165

Liabilities associated with assets held for sale

     —        13,671
             

Total current liabilities

     120,841      126,891

Long-term debt

     67,989      —  

Convertible note payable, related party

     14,234      13,393

Other liabilities

     20,452      22,485

Deferred revenue

     19,680      20,416

Deferred income taxes

     14,062      13,064
             

Total liabilities

     257,258      196,249

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; 13,672 shares and 13,420 shares issued at December 31, 2007 and 2006, respectively

     137,761      128,937

Retained earnings

     229,797      221,142
             

Total shareholders’ equity

     367,558      350,079
             

Total liabilities and shareholders’ equity

   $ 624,816    $ 546,328
             

 

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