Press Release 4th 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
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 14, 2006





(Exact name of registrant as specified in its charter)

Kentucky
0-1469
61-0156015
(State or other jurisdiction 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 filing 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 (17 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 14, 2006 announcing the results of operations and financial condition for the fourth quarter and full year ended December 31, 2005, 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 14, 2006 issued by Churchill Downs Incorporated
 

Exhibit No.
Description
   
Exhibit 99.1
Press Release dated March 14, 2006 issued by Churchill Downs Incorporated.
   

2

 

 
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 hereunto duly authorized.


 
CHURCHILL DOWNS INCORPORATED
   
   
   
Date: March 14, 2006
By:/s/ Michael W. Anderson
 
Michael W. Anderson
Vice President Finance and Treasurer
 
3


Press Release 2005 4th Quarter Earnings
 

 
 



 FOR IMMEDIATE RELEASE
   Contact: Julie Koenig Loignon
   (502) 636-4502 (office)
(502) 262-5461 (mobile)
juliek@kyderby.com

CHURCHILL DOWNS INCORPORATED REPORTS 2005 RESULTS

LOUISVILLE, Ky. (March 14, 2006) - Churchill Downs Incorporated (NASDAQ: CHDN) (“CDI” or “Company”) today reported results for the fourth quarter and year ended Dec. 31, 2005.

Net earnings for 2005, which included the Company’s third-quarter gain on the sale of the assets of Hollywood Park, totaled $78.9 million, compared to net earnings of $8.9 million during 2004. Results from Hollywood Park are treated as discontinued operations and detailed as such in the accompanying tables.

Net earnings per diluted share for 2005 totaled $5.86, which included net earnings per diluted share from continuing operations of $0.96 and net earnings per diluted share from discontinued operations of $4.90. In 2004, net earnings per diluted share equaled $0.67, which was comprised of net earnings per diluted share from continuing operations of $0.73 and a net loss per diluted share from discontinued operations of $0.06.

Net revenues from continuing operations, which included a full-year of revenues from the Company's Louisiana operations,  totaled $408.8 million in 2005, a 13.2-percent increase over net revenues from continuing operations of $361.2 million generated during 2004. Net revenues from continuing operations during the fourth quarter of 2005 totaled $81.7 million, a 4.9-percent decrease from the net revenues of $85.9 million generated by the Company’s continuing operations during the fourth quarter of 2004.

During the fourth quarter of 2005, the Company had a net loss per diluted share of $0.23, which was comprised of a net loss per diluted share of $0.30 from continuing operations and net earnings per diluted share of $0.07 from discontinued operations. During the fourth quarter of 2004, the Company had a net loss per diluted shared of $0.25, which was comprised of a net loss per diluted share of $0.35 from continuing operations and net earnings per diluted share of $0.10 from discontinued operations. Results for the fourth quarter and full year ended Dec. 31, 2005, are outlined in the accompanying tables.

CDI President and Chief Executive Officer Thomas H. Meeker said, “2005 was a dynamic year during which we achieved double-digit growth in net revenues and EBITDA from our continuing operations, reduced our long-term debt, and advanced strategic growth initiatives while managing business challenges that included three natural disasters that disrupted our operations in Florida, Louisiana and Western Kentucky.
 
    “Highlights for 2005 include the completion of Churchill Downs’ $121 million renovation, which contributed to another record-setting Kentucky Derby and Oaks weekend. Incremental revenues generated through personal seat licenses, luxury suite rentals and increased group sales at our flagship facility have exceeded expectations, and customers’ response to our site improvements has been outstanding. 
 

 
“In 2005 we sold our Hollywood Park asset for $254.6 million. The transaction enabled us to virtually eliminate our long-term debt and exit a difficult business environment while retaining the right to reinvest in Hollywood Park should state government authorize alternative gaming at California tracks. We completed the infrastructure build out of our Customer Relationship Management platform, played a leadership role in advancing industry initiatives to upgrade wagering systems, and strengthened our management team with the addition of a chief development officer.

“We begin 2006 with a strong balance sheet, access to capital and the ability to execute on strategic opportunities as they develop. We are actively pursuing alternative gaming legislation in the states where we operate and are working towards a voter referendum to allow slots at our Florida track.  We will continue to identify opportunities to leverage our strong brand while pursuing new distribution channels for our racing products in domestic and international markets. We will work to rationalize the current economics of our sport to ensure horse racing continues to adapt and evolve within a competitive and ever-changing business environment. Additionally, we anticipate having the answers necessary to chart a course for Fair Grounds Race Course and our other hurricane-damaged Louisiana operations.”

A conference call regarding this release is scheduled for Wednesday, March 15, 2006, beginning at 9 a.m. EST. 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 by calling (913) 981-4913 at least 10 minutes before the appointed time. The online replay will be available at approximately noon and continue for two weeks. A six-day telephonic replay will be available two hours after the call ends by dialing (719) 457-0820 and entering 4721438 when prompted for the access code. A copy of this press release announcing earnings 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”). CDI 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, CDI’s operating performance in a meaningful and consistent manner. This non-GAAP measurement is not intended to replace the presentation of CDI’s financial results in accordance with GAAP.

Historically, the allocation of corporate overhead was excluded from EBITDA of the Company’s segments. During 2005, the Company began evaluating its segments using EBITDA that included corporate overhead as a key performance measure. Therefore, the segment EBITDA presented in the financial tables that follow includes corporate overhead for all periods presented. Corporate EBITDA, however, includes overhead in the amounts of $2,156,000 and $1,613,000 related to Hollywood Park for the years ended Dec. 31, 2005, and 2004, respectively, and ($14,000) and $109,000 for the three months ended Dec. 31, 2005, and 2004, respectively. Also, due to an internal restructuring during 2005, the corporate sales department has been moved from corporate to the Kentucky Operations. As such, EBITDA in the amounts of $935,000 and $1,030,000 was transferred to the Kentucky Operations for the years ended Dec. 31, 2005, and 2004, respectively, and $305,000 and $195,000 was transferred to the Kentucky Operations for the three months ended Dec. 31, 2005, and 2004, respectively.

2
 


Churchill Downs Incorporated, headquartered in Louisville, Ky., owns and operates world-renowned horse racing venues throughout the United States. CDI’s six 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. CDI racetracks have hosted six Breeders’ Cup World Thoroughbred Championships. CDI also owns off-track betting facilities and has interests in various television production, telecommunications and racing services companies that support CDI’s network of simulcasting and racing operations. CDI trades on the NASDAQ National 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; 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; any business disruption associated with our facility renovations; 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.

3

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF NET EARNINGS
for the three and twelve months ended December 31, 2005 and 2004
(Unaudited) (In thousands, except per share data)
  
 
 Three Months Ended
December 31,
 Twelve Months Ended
December 31,
   
2005
 
2004
 
2005
 
2004
 
Net revenues:
                         
Net pari-mutuel wagering
 
$
65,409
 
$
60,390
 
$
297,509
 
$
274,374
 
Non-wagering
   
16,275
   
25,472
   
111,292
   
86,813
 
     
81,684
   
85,862
   
408,801
   
361,187
 
Operating expenses:
                         
Purses
   
28,461
   
28,519
   
127,139
   
114,164
 
Other direct expenses
   
49,186
   
48,869
   
215,090
   
180,255
 
     
77,647
   
77,388
   
342,229
   
294,419
 
Gross profit
   
4,037
   
8,474
   
66,572
   
66,768
 
                           
Selling, general and administrative expenses
   
11,519
   
9,354
   
45,685
   
35,983
 
Asset impairment loss
   
-
   
-
   
-
   
6,202
 
Operating (loss) income
   
(7,482
)
 
(880
)
 
20,887
   
24,583
 
                           
Other income (expense):
                         
Interest income
   
326
   
124
   
622
   
413
 
Interest expense
   
(626
)
 
(518
)
 
(1,576
)
 
(1,003
)
Unrealized gain (loss) on derivative instruments
   
204
   
(4,254
)
 
818
   
(4,254
)
Miscellaneous, net
   
525
   
1,601
   
1,910
   
2,737
 
     
429
   
(3,047
)
 
1,774
   
(2,107
)
(Loss) earnings from continuing operations before provision for income taxes
   
(7,053
)
 
(3,927
)
 
22,661
   
22,476
 
                           
Benefit (provision) for income taxes
   
3,201
   
(556
)
 
(9,851
)
 
(12,707
)
                           
Net (loss) earnings from continuing operations
   
(3,852
)
 
(4,483
)
 
12,810
   
9,769
 
                           
Discontinued operations, net of income taxes:
                         
Profit (loss) from operations
   
609
   
1,289
   
(3,798
)
 
(854
)
Gain on sale of assets
   
227
   
-
   
69,896
   
-
 
Net (loss) earnings
 
$
(3,016
)
$
(3,194
)
$
78,908
 
$
8,915
 
                           
Net (loss) earnings per common share:
                         
Basic
                         
(Loss) earnings from continuing operations
 
$
(0.30
)
 $
(0.35
)
$
0.98
 
$
0.74
 
Discontinued operations
   
0.07
   
0.10
   
4.94
   
(0.07
)
Net (loss) earnings
 
(0.23
)
 $
(0.25
)
$
5.92
 
$
0.67
 
Diluted
                         
(Loss) earnings from continuing operations
   $
(0.30
)
 $
(0.35
)
$
0.96
 
$
0.73
 
Discontinued operations
   
0.07
   
0.10
   
4.90
   
(0.06
)
Net (loss) earnings
   $
(0.23
)
 $
($0.25
)
$
5.86
 
$
0.67
 
Weighted average shares outstanding:
                         
Basic
   
13,000
   
12,933
   
12,920
   
13,196
 
Diluted
   
13,000
   
12,933
   
13,500
   
13,458
 
Certain financial statement amounts have been reclassified in the prior periods to conform to current period presentation.
 
4

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the three and twelve months ended December 31, 2005 and 2004
(Unaudited) (In thousands) 
     
Three Months Ended
December 31,
   
Twelve Months Ended
December 31,
 
   
2005
 
2004
 
2005
 
2004
 
Net revenues from external customers:
                         
Kentucky Operations
 
$
11,658
 
$
11,413
 
$
96,052
 
$
89,060
 
Arlington Park
   
8,040
   
8,484
   
75,422
   
79,764
 
Calder Race Course
   
28,107
   
29,235
   
81,131
   
79,505
 
Hoosier Park
   
10,572
   
10,826
   
40,710
   
41,491
 
Louisiana Operations
   
8,183
   
11,058
   
47,114
   
11,058
 
CDSN
   
14,894
   
15,075
   
67,272
   
60,121
 
Total racing operations
   
81,454
   
86,091
   
407,701
   
360,999
 
Other investments
   
84
   
78
   
953
   
953
 
Corporate revenues
   
146
   
4
   
702
   
21
 
Net revenues from continuing operations
   
81,684
   
86,173
   
409,356
   
361,973
 
Discontinued operations
   
(37
)
 
29,295
   
69,525
   
100,542
 
   
$
81,647
 
$
115,468
 
$
478,881
 
$
462,515
 
Intercompany net revenues:
                         
Kentucky Operations
 
$
4,385
 
$
3,800
 
$
23,590
 
$
23,650
 
Arlington Park
   
(2
)
 
16
   
8,766
   
8,187
 
Calder Race Course
   
4,931
   
5,727
   
11,605
   
12,606
 
Hoosier Park
   
52
   
72
   
159
   
158
 
Louisiana Operations
   
2,115
   
2,179
   
8,450
   
2,179
 
Total racing operations
   
11,481
   
11,794
   
52,570
   
46,780
 
Other investments
   
613
   
561
   
2,001
   
2,087
 
Eliminations
   
(12,094
)
 
(12,666
)
 
(55,126
)
 
(49,653
)
 
    -    
(311
)
 
(555
)
 
(786
)
Discontinued operations
   
-
   
311
   
555
   
786
 
 
   $ -  
$
-
 
$
-
 
$
-
 
EBITDA:
                         
Kentucky Operations
 
$
(4,466
)
$
(2,882
)
$
21,381
 
$
11,905
 
Arlington Park
   
(4,528
)
 
(2,663
)
 
3,821
   
10,048
 
Calder Race Course
   
6,128
   
5,629
   
7,391
   
6,040
 
Hoosier Park
   
(504
)
 
401
   
263
   
1,741
 
Louisiana Operations
   
(2,797
)
 
17
   
(3,059
)
 
17
 
CDSN
   
3,606
   
3,536
   
16,409
   
13,892
 
Total racing operations
   
(2,561
)
 
4,038
   
46,206
   
43,643
 
Other investments
   
886
   
1,703
   
2,575
   
3,302
 
Corporate expenses
   
604
   
(5,151
)
 
(3,777
)
 
(8,207
)
Total EBITDA from continuing operations
   
(1,071
)
 
590
   
45,004
   
38,738
 
Eliminations
   
-
   
-
   
-
   
(6
)
Depreciation and amortization
   
(5,682
)
 
(4,123
)
 
(21,389
)
 
(15,666
)
Interest income (expense), net
   
(300
)
 
(394
)
 
(954
)
 
(590
)
Benefit (provision) for income taxes
   
3,201
   
(556
)
 
(9,851
)
 
(12,707
)
Net (loss) earnings from continuing operations
   
(3,852
)
 
(4,483
)
 
12,810
   
9,769
 
Discontinued operations, net of income taxes
   
836
   
1,289
   
66,098
   
(854
)
Net (loss) earnings
 
$
(3,016
)
$
(3,194
)
$
78,908
 
$
8,915
 
 
Certain financial statement amounts have been reclassified in the prior periods to conform to current period presentation.
 
5

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
 December 31, 2005
(unaudited)
   December 31, 2004
ASSETS
           
Current assets:
               
Cash and cash equivalents
 
$
22,737
   
$
24,950
 
Restricted cash
   
4,946
     
7,267
 
Accounts receivable, net
   
42,823
     
45,568
 
Deferred income taxes
   
3,949
     
3,940
 
Other current assets 
   
8,879
     
3,809
 
Assets held for sale
   
-
     
142,445
 
Total current assets
   
83,334
     
227,979
 
                 
Other assets
   
13,020
     
16,883
 
Plant and equipment, net
   
346,530
     
324,738
 
Goodwill
   
53,528
     
53,528
 
Other intangible assets, net
   
18,130
     
19,149
 
Total assets
 
$
514,542
   
$
642,277
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable
 
$
27,957
   
$
22,827
 
Purses payable
   
14,564
     
16,629
 
Accrued expenses and other liabilities
   
44,003
     
31,911
 
Dividends payable
   
6,520
     
6,430
 
Deferred revenue
   
26,219
     
25,880
 
Liabilities associated with assets held for sale
   
-
     
9,221
 
Total current liabilities
   
119,263
     
112,898
 
                 
Long-term debt
   
33,793
     
242,770
 
Other liabilities
   
20,971
     
20,424
 
Deferred revenue
   
18,614
     
19,071
 
Deferred income taxes
   
5,670
     
8,686
 
Total liabilities
   
198,311
     
403,849
 
                 
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: 13,132 shares and 12,904 shares December 31, 2005 and 2004, respectively
   
121,270
     
114,930
 
Retained earnings
   
198,001
     
125,613
 
Unearned stock compensation
   
(3,040
)
   
(1,935
)
Accumulated other comprehensive loss
   
-
     
(180
)
Total shareholders’ equity
   
316,231
     
238,428
 
Total liabilities and shareholders’ equity
 
$
514,542
   
$
642,277
 
 
Certain financial statement amounts have been reclassified in the prior periods to conform to current period presentation.
 
6