Press Release Fourth Quarter Earnings

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 12, 2007
 
 
(Exact name of registrant as specified in its charter)
 
Kentucky
(State of incorporation)
0-1469
(Commission file number)
61-0156015
(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 12, 2007 announcing the results of operations and financial condition for the fourth quarter and full year ended December 31, 2006, is attached hereto as Exhibit 99.1 and incorporated by reference herein.


Item 9.01.  Financial Statements and Exhibits.
 
 
(a)
Exhibit
 
99.1
Press Release dated March 12, 2007 issued by Churchill Downs Incorporated.
   
Exhibit No.
Description
   
Exhibit 99.1
Press Release dated March 12, 2007 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 12, 2007
 
/s/ Michael W. Anderson
By: Michael W. Anderson
Title: Vice President Finance and Treasurer
 

 
 
2


Press Release 2006 Fourth Quarter Earnings


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

CHURCHILL DOWNS INCORPORATED REPORTS 2006 RESULTS

LOUISVILLE, Ky. (March 12, 2007) - Churchill Downs Incorporated (NASDAQ: CHDN) (“Churchill Downs” or “Company”) today reported results for the fourth quarter and year ended Dec. 31, 2006.

Net revenues from continuing operations in 2006 totaled $376.67 million, up 5.71 percent from net revenues from continuing operations of $356.34 million in 2005. Net revenues from continuing operations during the fourth quarter of 2006 were $80.27 million, an increase of 13.65 percent over net revenues from continuing operations of $70.63 million during the fourth quarter of 2005. The growth in net revenues from continuing operations for the year and fourth quarter of 2006 is due principally to the strong performance of the Company’s Louisiana Operations and Churchill Downs Racetrack, which during 2006 hosted another record-setting Kentucky Derby weekend as well as its sixth successful Breeders' Cup World Championships.

Net earnings for 2006 were $29.81 million, or $2.19 per diluted share, compared to net earnings of $78.91 million, or $5.86 per diluted share, in 2005. Churchill Downs’ 2005 full-year results included the Company’s one-time gain on the sale of the assets of Hollywood Park of $69.90 million. The Company recorded insurance recoveries, net of losses, of $19.23 million in 2006 and $2.20 million in 2005 related to hurricane damage sustained by its racing operations in Louisiana and Florida during 2005.

During the fourth quarter of 2006, Churchill Downs had a net loss of $2.02 million, or $0.15 per diluted share, which was comprised of a net loss per diluted share from discontinued operations of $0.33 and net earnings per diluted share from continuing operations of $0.18. The Company’s 2006 fourth-quarter performance was an improvement over the similar period in 2005 when Churchill Downs reported a net loss of $3.02 million, or $0.23 per diluted share, which was comprised of a net loss per diluted share from discontinued operations of $0.01 and a net loss per diluted share from continuing operations of $0.22.

The Company recorded an impairment charge of $7.87 million, included in discontinued operations, during the fourth quarter of 2006 to write down the long-lived assets of Hoosier Park at Anderson to their estimated fair value in connection with the pending sale of the Company’s majority interest in the track and its three Indiana OTBs to Centaur Inc. The sale has received the necessary regulatory approvals and is expected to close during the first quarter of 2007.

Churchill Downs President and Chief Executive Officer Robert L. Evans said the Company is well positioned to move forward with a number of growth initiatives. “With the sale of two racetracks, the restoration of our Louisiana Operations, and the appointment of a new CEO, the previous year was certainly a transitional one for our Company. Nonetheless, we are pleased with the EBITDA growth we experienced year-over-year at our continuing operations and with the continued strength of our balance sheet.

“As we look ahead to our growth objectives for the coming year and beyond, we believe it is critical for the horse racing industry to embrace innovation and find new ways to grow business levels domestically and internationally while giving our customers more opportunities to watch and wager on horse racing content in ways that are convenient for them,” Evans continued. “To accomplish these objectives, we must foster an open and competitive business environment that rewards the horsemen and racetracks who invest the capital to create racing content as well as the distributors of racing content who are the most successful in competing for and serving the needs of customers.
 
“This month, Churchill Downs and Magna Entertainment Corp. announced TrackNet Media Group LLC, a venture through which our companies will buy and sell racing content from third parties. Additionally, our companies have entered into a reciprocal content swap agreement through which we will buy and sell racing content from each other. We believe these agreements will promote the optimal distribution of horse racing content across a broader spectrum of platforms - including racetracks, simulcast-wagering facilities, account-wagering providers and outlets that offer rebates - while pursuing wagering integrity and security objectives that will generate revenue for the horsemen and racetracks that create content.

“Churchill Downs has also invested in the national horse racing network HRTV™, which is available in 13 million U.S. households via certain cable and satellite television services, and this spring is planning to launch its own advance deposit wagering platform, www.twinspires.com. We believe these initiatives will benefit the key stakeholders in our industry, including our customers, by creating better racing content for both the on-track and television audience, more interesting wagering products, and more compelling online and interactive experiences.

“In the year ahead, we also look forward to beginning construction on a permanent slot machine gaming facility at Fair Grounds Race Course and are currently seeking the approval of New Orleans City officials to operate a temporary facility while the permanent structure is being built to begin the flow of revenues to state and local governments, to horsemen’s purses and to our Louisiana Operations during the fourth quarter of 2007. We hope to break ground on the permanent building, which will be adjacent to the racetrack grandstand, this summer with a target opening date of November 2008.”

A conference call regarding this release is scheduled for Tuesday, March 13, 2007, 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 (800) 638-4930 and entering the pass code 76722485 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 two hours after the call ends by dialing (888) 286-8010 and entering 22965406 when prompted for the access code. A copy of this 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 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, Churchill Downs’ operating performance in a meaningful and consistent manner. This non-GAAP measurement is not intended to replace the presentation of Churchill Downs’ 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’ five racetracks in Florida, Illinois, Indiana, Kentucky and Louisiana host many of North America’s most prestigious races, including the Kentucky Derby and Kentucky Oaks, Arlington Million, Princess Rooney Handicap, Louisiana Derby and Indiana 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 that support Churchill Downs’ 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; failure to execute on our business strategies or resistance to our business strategies; a substantial change in allocation of live racing days; litigation surrounding the Rosemont, Illinois, riverboat casino; changes in Illinois law that impact revenues of racing operations in Illinois; a decrease in riverboat admissions subsidy revenue from our Indiana operations; the impact of an additional Indiana racetrack and its wagering facilities 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 adequately integrate acquired businesses; 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 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; and the volatility of our stock price.

 

- MORE -



CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF NET EARNINGS
for the three and twelve months ended December 31, 2006, and 2005
(In thousands, except per common share data)

   
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
 
   
2006
 
2005
 
2006
 
2005
 
Net revenues:
                 
Net pari-mutuel wagering
 
$
62,197
 
$
58,020
 
$
263,849
 
$
260,783
 
Non-wagering
   
18,073
   
12,614
   
112,822
   
95,559
 
     
80,270
   
70,634
   
376,671
   
356,342
 
Operating expenses:
                         
Purses
   
28,227
   
25,072
   
118,999
   
112,437
 
Other direct expenses
   
44,202
   
40,134
   
182,608
   
177,673
 
     
72,429
   
65,206
   
301,607
   
290,110
 
Gross profit
   
7,841
   
5,428
   
75,064
   
66,232
 
                           
Selling, general and administrative expenses
   
11,506
   
11,464
   
44,713
   
44,478
 
Insurance recoveries, net of losses
   
(6,278
)
 
(833
)
 
(19,231
)
 
(2,196
)
Operating income (loss)
   
2,613
   
(5,203
)
 
49,582
   
23,950
 
                           
Other income (expense):
                         
Interest income
   
317
   
287
   
866
   
548
 
Interest expense
   
(589
)
 
(500
)
 
(1,869
)
 
(1,136
)
Unrealized gain on derivative instruments
   
205
   
204
   
817
   
818
 
Miscellaneous, net
   
16
   
7
   
213
   
482
 
     
(51
)
 
(2
)
 
27
   
712
 
Earnings (loss) from continuing operations before (provision) benefit for income taxes
   
2,562
   
(5,205
)
 
49,609
   
24,662
 
                           
(Provision) benefit for income taxes
   
(98
)
 
2,397
   
(19,392
)
 
(10,814
)
                           
Net earnings (loss) from continuing operations
   
2,464
   
(2,808
)
 
30,217
   
13,848
 
                           
Discontinued operations, net of income taxes:
                         
Loss from operations
   
(4,562
)
 
(187
)
 
(4,685
)
 
(4,836
)
Gain (loss) on sale of assets
   
82
   
(21
)
 
4,279
   
69,896
 
                           
Net (loss) earnings
 
$
(2,016
)
$
(3,016
)
$
29,811
 
$
78,908
 
                           
Net (loss) earnings per common share:
                     
Basic
                         
Net earnings (loss) from continuing operations
 
$
0.18
 
$
(0.22
)
$
2.24
 
$
1.05
 
Discontinued operations
   
(0.33
)
 
(0.01
)
 
(0.03
)
 
4.87
 
Net (loss) earnings
 
$
(0.15
)
$
(0.23
)
$
2.21
 
$
5.92
 
Diluted
                         
Net earnings (loss) from continuing operations
 
$
0.18
 
$
(0.22
)
$
2.22
 
$
1.04
 
Discontinued operations
   
(0.33
)
 
(0.01
)
 
(0.03
)
 
4.82
 
Net (loss) earnings
 
$
(0.15
)
$
(0.23
)
$
2.19
 
$
5.86
 
Weighted average shares outstanding:
                         
Basic
   
13,287
   
13,000
   
13,159
   
12,920
 
Diluted
   
13,287
   
13,000
   
13,667
   
13,500
 


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

 



CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the three and twelve months ended December 31, 2006, and 2005
(In thousands)
 
 

   
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
 
   
2006
 
2005
 
2006
 
2005
 
Net revenues from external customers:
                 
Churchill Downs Racetrack
 
$
12,431
 
$
10,994
 
$
92,592
 
$
86,554
 
Arlington Park
   
7,614
   
8,040
   
71,874
   
75,584
 
Calder Race Course
   
27,220
   
28,164
   
81,885
   
81,282
 
Louisiana Operations
   
16,947
   
8,218
   
65,927
   
47,238
 
CDSN
   
15,862
   
14,899
   
62,291
   
64,253
 
Total racing operations
   
80,074
   
70,315
   
374,569
   
354,911
 
Other investments
   
343
   
226
   
2,401
   
1,525
 
Corporate revenues
   
-
   
146
   
162
   
702
 
Net revenues from continuing operations
   
80,417
   
70,687
   
377,132
   
357,138
 
Discontinued operations
   
10,440
   
10,960
   
49,362
   
121,743
 
   
$
90,857
 
$
81,647
 
$
426,494
 
$
478,881
 
Intercompany net revenues:
                         
Churchill Downs Racetrack
 
$
4,608
 
$
4,338
 
$
24,012
 
$
20,875
 
Arlington Park
   
3
   
(2
)
 
8,369
   
8,604
 
Calder Race Course
   
5,428
   
4,874
   
12,197
   
11,454
 
Louisiana Operations
   
2,359
   
2,080
   
3,747
   
8,326
 
Total racing operations
   
12,398
   
11,290
   
48,325
   
49,259
 
Other investments
   
477
   
471
   
1,441
   
1,429
 
Eliminations
   
(13,022
)
 
(11,814
)
 
(50,227
)
 
(51,484
)
     
(147
)
 
(53
)
 
(461
)
 
(796
)
Discontinued operations
   
147
   
53
   
461
   
796
 
   $  
$
-
 
$
-
 
$
-
 
EBITDA:
                         
Churchill Downs Racetrack
 
$
(599
)
$
(3,260
)
$
28,739
 
$
23,976
 
Arlington Park
   
(3,999
)
 
(4,483
)
 
(2,781
)
 
3,859
 
Calder Race Course
   
3,385
   
5,677
   
9,690
   
7,521
 
Louisiana Operations
   
6,011
   
(2,310
)
 
21,583
   
(3,034
)
CDSN
   
4,005
   
3,600
   
15,402
   
15,662
 
Total racing operations
   
8,803
   
(776
)
 
72,633
   
47,984
 
Other investments
   
(38
)
 
364
   
1,132
   
1,241
 
Corporate expenses
   
(1,007
)
 
515
   
(4,101
)
 
(4,981
)
Total EBITDA from continuing operations
   
7,758
   
103
   
69,664
   
44,244
 
Eliminations
   
9
   
89
   
112
   
352
 
Depreciation and amortization
   
(4,933
)
 
(5,184
)
 
(19,164
)
 
(19,346
)
Interest expense, net
   
(272
)
 
(213
)
 
(1,003
)
 
(588
)
(Provision) benefit for income taxes
   
(98
)
 
2,397
   
(19,392
)
 
(10,814
)
Net earnings (loss) from continuing operations
   
2,464
   
(2,808
)
 
30,217
   
13,848
 
Discontinued operations, net of income taxes
   
(4,480
)
 
(208
)
 
(406
)
 
65,060
 
Net (loss) earnings
 
$
(2,016
)
$
(3,016
)
$
29,811
 
$
78,908
 
 
 

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




CHURCHILL DOWNS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
   
December 31,
 
   
2006
 
2005
 
ASSETS
 
(unaudited)
     
Current assets:
         
Cash and cash equivalents
 
$
20,751
 
$
16,010
 
Restricted cash
   
12,704
   
4,714
 
Accounts receivable, net
   
42,316
   
39,581
 
Deferred income taxes
   
6,274
   
3,836
 
Income taxes receivable
   
12,217
   
697
 
Other current assets 
   
8,857
   
8,523
 
Assets held for sale
   
25,422
   
37,368
 
Total current assets
   
128,541
   
110,729
 
               
Plant and equipment, net
   
336,068
   
323,931
 
Goodwill
   
53,528
   
53,528
 
Other intangible assets, net
   
16,048
   
16,636
 
Other assets
   
12,143
   
13,020
 
Total assets
 
$
546,328
 
$
517,844
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
             
Current liabilities:
             
Accounts payable
 
$
21,476
 
$
27,197
 
Purses payable
   
18,128
   
10,514
 
Accrued expenses
   
40,781
   
40,093
 
Dividends payable
   
6,670
   
6,520
 
Deferred revenue
   
26,165
   
26,216
 
Liabilities associated with assets held for sale
   
13,671
   
15,458
 
Total current liabilities
   
126,891
   
125,998
 
               
Long-term debt
   
13,393
   
28,575
 
Other liabilities
   
22,485
   
21,448
 
Deferred revenue
   
20,416
   
18,614
 
Deferred income taxes
   
13,064
   
6,978
 
Total liabilities
   
196,249
   
201,613
 
               
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; issued: 13,420 shares and 13,132 shares December 31,
             
2006 and 2005, respectively
   
128,937
   
121,270
 
Retained earnings
   
221,142
   
198,001
 
Unearned stock compensation
   
-
   
(3,040
)
Total shareholders’ equity
   
350,079
   
316,231
 
Total liabilities and shareholders’ equity
 
$
546,328
 
$
517,844
 
 
Certain financial statement amounts have been reclassified in the prior periods to conform to current period presentation.