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Current Report

 

 

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): June 17, 2010

 

 

CHURCHILL DOWNS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Kentucky   001-33998   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)

Registrant’s Telephone Number, Including Area Code: (502) 636-4400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

 

¨ 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 7.01. Regulation of FD Disclosure.

Churchill Downs Incorporated (the “Company”) will hold its 2010 Annual Meeting of Shareholders on Thursday, June 17, 2010 (the “Annual Meeting”). A copy of the presentation that will be given by the Company’s Chief Executive Officer at the Annual Meeting is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.

This information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit relating hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this Current Report on Form 8-K:

 

Exhibit No.

   

Description

99.1    2010 Annual Meeting of Shareholders Presentation

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
  June 17, 2010     By:   /s/     REBECCA C. REED        
        Rebecca C. Reed
        Senior Vice President and Secretary

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    2010 Annual Meeting of Shareholders Presentation
2010 Annual Meeting of Shareholders Presentation
2010
Shareholders’
Meeting
June 17, 2010
Churchill
Downs
Racetrack
Louisville, KY
Exhibit 99.1

Forward-Looking Statements
In
addition
to
historical
facts
or
statements
of
current
conditions,
this
document
contains
forward-looking
statements
as
defined
in
the
Private
Securities
Litigation
Reform
Act
of
1995.
Forward-looking
statements
are
statements
that
include
projections,
expectations
or
beliefs
about
future
events
or
results,
or
otherwise
are
not
statements
of
historical
fact.
The
actual
performance
of
the
Company
may
differ
materially
from
what
is
projected
in
such
forward-looking
statements.
Investors
should
refer
to
statements
included
in
reports
filed
by
the
Company
with
the
Securities
and
Exchange
Commission
for
discussion
of
additional
information
concerning
factors
that
could
cause
our
actual
results
of
operation
to
differ
materially
from
the
forward-looking
statements
made
in
this
presentation.
The
information
being
provided
today
is
as
of
this
date
only,
and
Churchill
Downs
Incorporated
expressly
disclaims
any
obligation
to
release
publicly
any
updates
or
revisions
to
these
forward-looking
statements
to
reflect
any
changes
in
expectations.
Page 2

Churchill Downs Incorporated
Building a Growth-Based Company
Annual Shareholders Meeting
Bob Evans, President & CEO
June 18, 2009
Louisville, Kentucky
Page 3

Gaming
Entertainment
Online
Racing
Racing
…
the
Kentucky
Oaks
and
Kentucky
Derby
and
386
days
of
racing
at
our
4
tracks:
Arlington
Park,
Calder
Race
Course,
Churchill
Downs
Racetrack
and
Fair
Grounds
Race
Course.
Entertainment
…
HullabaLOU
Music
Festival;
Fork,
Cork
&
Style
and
other
events
in
development.
Gaming
…
Calder
Casino,
Studz
Poker
Club
and
Fair
Grounds
Slots,
which
includes
1,863
slot
machines
and
807
video
poker
machines
in
Louisiana
and
Florida.
Online
…
TwinSpires.com,
Youbet.com,
Bloodstock
Research
Information
Services
and
50%
of
HRTV.
Racing is Our Core Business
Page 4

69%
16%
14%
1%
Racing
Online
Gaming
Entertainment &
Other
93%
0%
6%
1%
0
10
20
30
40
50
60
70
80
90
2006
2007
2008
2009
EBITDA
Up 30%
Core business EBITDA
EBITDA from hurricane insurance gains
53%
21%
28%
-3%
Racing
Online
Gaming
Entertainment &
Other
88%
0%
15%
-2%
200
250
300
350
400
450
500
2006
2007
2008
2009
Revenue Up
17%
2009
2006
Revenue
A
Earnings Before Interest, Taxes, Depreciation &
Amortization (EBITDA)
C
% of Revenue
B
% of EBITDA
D
Page 5

U.S. Thoroughbred Industry Handle (000's of Dollars)
0
2,000,000
4,000,000
6,000,000
8,000,000
10,000,000
12,000,000
14,000,000
16,000,000
Source:
The
Jockey
Club
Online
Fact
Book
--2010
Projected
based
on
extrapolation
of
May
year-to-date
actual
data
to
the
full
year
Page 6

Source:
The
Jockey
Club
Online
Fact
Book
--U.S.
Department
of
Commerce,
Bureau
of
Economic
Analysis
--American
Gaming
Association
--2010
Projected
based
on
extrapolation
of
First
Quarter
actual
data
to
the
full
year
Consumer
Wagering
on
Thoroughbred
Racing
and
at
Casinos
as
%
of
U.S.
Disposable
Personal
Income
0.000%
0.010%
0.015%
0.020%
0.025%
0.030%
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Proj.
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
0.70%
Racing
Casinos
Page 7

Number of U.S. Thoroughbred Races
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Proj.
Source:
The
Jockey
Club
Online
Fact
Book
--2010
Projected
based
on
extrapolation
of
May
year-to-date
actual
data
to
the
full
year
Page 8

U.S. Thoroughbred Foal Crop +3 Years
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Source:
The
Jockey
Club
Online
Fact
Book
--Data
has
been
time-shifted
to
illustrate
the
effect
of
one
year’s
foal
crop
on
the
number
of
3-year-olds
three
years
later
Page 9

Churchill Downs is Investing in the               
Future of Racing
Our $120 million investment in our casinos
at Fair Grounds and Calder could generate
over $20 million in purses
Our $220 million investment in TwinSpires.com
and Youbet.com
will generate over $39 million in
purses.
Churchill Downs will host the Breeders’
Cup in 2010 and 2011, for a record 7th
and
8th
time.
2009 American Idol winner
Kris Allen auditioned at
Churchill Downs
All CDI tracks’
video now in
High Definition
Downs After Dark brought nearly 90,000
to the track
CDI’s Safety From Start to Finish
initiative leads the industry
New store at Louisville airport expands
awareness of Racing
2010 American Idol winner
Lee DeWyze
appeared at
Arlington Park
Our COO Bill Carstanjen
starred in Undercover Boss
Page 10

On Track Live
Internet (ADW)
Rebate
Other Tracks and OTBs
% of Total Handle
11%
9%
10%
70%
Margins
% of Handle to CDI
8.5%
4.5%
3.1%
1.9%
% of Handle to Purses
8.5%
5.5%
3.1%
1.9%
Margins by Wagering Channel
Note:
These are averages, amounts by track will vary
Page 11

Oaks attendance of 116,046 a new record
21% above Preakness attendance
61% above Belmont attendance*
Oaks (full-day) handle of $36 million also a new
record
* (source: Business First)
Derby attendance of 155,804 up 1.5% over 2009, 6th
highest ever
Derby
(full-day)
handle
of
$163
million
4
th
highest
ever
Oaks/Derby merchandise up 9%
Oaks/Derby sponsorships up 5%
New event Taste of Derby
sold out
Record Oaks/Derby EBITDA
Page 12

Prep 1
LA Derby
Lane’s End
Mar. 27
Prep 2
SA Derby
Wood Mem.
Apr. 3
Prep 3
AR Derby
Bluegrass
Apr. 10
KY Oaks
Apr. 30
KY Derby
May 1
Average
Derby
Preps
viewership
of
1.2
million
up
37%;
more
female
(52%
vs.
40%);
and
younger
(by
3
years).
Derby
viewership
of
16.5
million
an
all-time
record.
CDI now produces 7 hours of live TV coverage of
horseracing spanning 6 weeks
We are working to expand TV coverage
beginning in 2011
Page 13

Calder Casino Opened January 22, 2010
Page 14

Our Gaming Business Produced 14% of our Revenue
and 28% of our EBITDA in 2009
Number of
Machines
Annual Gross
Gaming Revenue
Annual Purse
Contribution
% Increase in
Purses
Fairgrounds Slots
618
$44.8 million
$8.1 million
+52%
Louisiana Video Poker
807
$32.7 million
$6.5 million
(8)%
Calder Casino
1,245
$80-100 million
$7-8 million
New for 2010
Totals
2,670
$157-177 million
$21-23 million
+44%
New “Kentucky Derby”
branded slot machine.
Page 15

Our Online Business Produced 16% of our Revenue
and 21% of our EBITDA in 2009
2007
(7 Months)
2008
2009
Q1 2010         
(3 months)
CDI Online Business Handle
$86.6 mil.
$234.4 mil.
$329.7 mil.
$83.0 mil.
% of Total U.S. Thoroughbred Handle
0.6%
1.7%
2.7%
3.0%
CDI Online Business Revenue
$18.3 mil.
$46.7 mil.
$64.3 mil.
$16.5 mil.
Page 16

Our Online Business Should Continue to Grow With
the Acquisition of Youbet.com
New
TwinSpires.com
/
Youbet.com
Customer
Call
Center
in
Lexington,
KY
(approx.
100
employees)
+
2007
(7 Months for
TwinSpires.com)
2008
2009
Q1 2010 
(3 months)
CDI Online Business Handle
$86.6 mil.
$234.4 mil.
$329.7 mil.
$83.0 mil.
Youbet.com
Handle
$484.2 mil.
$438.3 mil.
$480.3 mil.
$115.7 mil.
Total Handle
$570.8 mil.
$672.7 mil.
$810.0 mil.
$198.7 mil.
% of Total U.S. Thoroughbred Handle
3.8%
4.9%
6.1%
7.1%
CDI Online Business Revenue
$22.3 mil.
$54.0 mil.
$71.5 mil.
$18.1 mil.
Youbet.com
Revenue
$97.7 mil.
$85.8 mil.
$90.7 mil.
$21.8 mil.
Total Revenue
$120.0 mil.
$139.8 mil.
$162.2 mil.
$39.9 mil.
Page 17

Page 18

Entertainment
Page 19

Supporting Our Communities
In the past year, CDI
has contributed over   
$ 2.0 million
Page 20

Churchill
Downs
Incorporated
Stock
Price
(NASDAQ:
CHDN)
2007
2008
2009
2010
(thru June 10th)
Annual Performance Rank:  Annual Share Price Change
Top
CHDN
+22.3%
CHDN
-13.5%
CHDN
-16.1%
Russell 2000
+26.9%
Middle
S&P 500
+12.7%
S&P 500
-17.4%
Russell 2000
-20.4%
S&P 500
+19.7%
Bottom
Russell 2000
+9.4%
Russell 2000
-18.5%
S&P 500
-22.3%
CHDN
+4.0%
Cumulative Performance Rank:  2006 Index = 100
CHDN
122
106
89
92
Russell 2000
109
89
71
90
S&P 500
113
93
72
87
Page 21

CDI:
Racing,
Gaming
&
Entertainment
Delivered
Onsite
&
Online
Page 22