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): February 24, 2016
(Exact name of registrant as specified in its charter)
Kentucky (State of incorporation) | 001-33998 (Commission file number) | 61-0156015 (IRS Employer Identification No.) |
600 North Hurstbourne Parkway, Suite 400, Louisville, Kentucky 40222 (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 OPERATIONS AND FINANCIAL CONDITION.
A copy of the news release issued by Churchill Downs Incorporated (the “Company”) on February 24, 2016 announcing the results of operations and financial condition for the fourth quarter and full year ended December 31, 2015, is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits | |
99.1 | Press Release dated February 24, 2016 issued by Churchill Downs Incorporated. | |
Exhibit No. | Description | |
Exhibit 99.1 | Press Release dated February 24, 2016 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 | ||
February 24, 2016 | /s/ Marcia A. Dall___________________ | |
By: Marcia A. Dall | ||
Title: Executive Vice President and Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
FOR IMMEDIATE RELEASE
Contact: Lauren DePaso
(502) 636-4506
Lauren.DePaso@kyderby.com
CHURCHILL DOWNS INCORPORATED REPORTS
2015 FOURTH QUARTER AND FULL YEAR RESULTS
LOUISVILLE, Ky. (February 24, 2016) - Churchill Downs Incorporated (NASDAQ: CHDN) (CDI or Company) today reported business results for the quarter and full year ended December 31, 2015.
Full Year 2015 Highlights
• | Generated record net revenue of $1,212.3 million, 49% higher than the prior year |
• | Delivered Adjusted EBITDA of $335.6 million, 66% higher than the prior year |
• | Drove net cash flows from operating activities of $264.5 million, up 87% over prior year |
“We delivered record net revenue, Adjusted EBITDA, and net cash flows from operations for the year,” says Bill Carstanjen, CDI’s Chief Executive Officer. “These results are a reflection of the strength of the Company’s operations and our disciplined approach to capital allocation and operational efficiency over time. As we look forward to 2016, we will continue to position our company for long-term sustainable growth.”
CONSOLIDATED RESULTS | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in millions, except per share data): | 2015 | 2014 | 2015 | 2014 | |||||||||||
Net revenue | $ | 272.4 | $ | 168.1 | $ | 1,212.3 | $ | 812.2 | |||||||
Adjusted EBITDA-a) | 59.5 | 28.5 | 335.6 | 202.5 | |||||||||||
Net income (loss) | 7.5 | (13.8 | ) | 65.2 | 46.4 | ||||||||||
Diluted net income (loss) per share | $ | 0.43 | $ | (0.81 | ) | $ | 3.71 | $ | 2.64 | ||||||
(a- Non-GAAP measure. See explanation of non-GAAP measures below. | |||||||||||||||
In the fourth quarter 2015, net revenue, Adjusted EBITDA and net income grew significantly compared to the prior year as a result of the Big Fish Games acquisition. Net revenue growth also benefited from an increase in TwinSpires handle and from organic growth at our Oxford Casino property. The Adjusted EBITDA growth also benefited from cost reductions in our Racing and Casinos segments and from a correction in the Corporate segment related to deferred compensation. The increase in net income for the quarter was a result of strong Adjusted EBITDA growth partially offset by higher depreciation, amortization and income tax expense.
In 2015, net revenue, Adjusted EBITDA and net income grew significantly compared to the prior year as a result of the Big Fish Games acquisition. Net revenue growth also benefited from a record setting Kentucky Oaks and Derby week, a 7.5% increase in TwinSpires handle and organic growth at our Oxford Casino. The Adjusted EBITDA growth also benefited from cost reductions in the racing segment as a result of the cessation of Calder pari-mutuel operations and cost controls in our Casinos. The increase in net income for 2015 was driven by strong Adjusted EBITDA growth and a correction in the Corporate segment related to deferred compensation that was partially offset by Big Fish Games related adjustments, Calder racing exit costs, depreciation, amortization, interest expense and income tax expense.
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Operating Segment Summaries:
RACING | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in millions): | 2015 | 2014 | 2015 | 2014 | |||||||||||
Net revenue | $ | 29.9 | $ | 30.4 | $ | 248.6 | $ | 261.5 | |||||||
Adjusted EBITDA | (4.4 | ) | (5.4 | ) | 71.8 | 61.1 | |||||||||
For the quarter, net revenue decreased $0.5 million as a strong Churchill Downs Fall Meet and growth at Fair Grounds was more than offset by lower net revenue at Arlington. Adjusted EBITDA increased $1.0 million driven primarily by a strong Churchill Downs Fall Meet.
For the full year, net revenue decreased $12.9 million primarily driven by a $17.3 million reduction as a result of the July 2014 cessation of pari-mutuel operations at Calder and a $6.6 million decrease in Arlington net revenue driven by fewer live race days resulting in lower attendance and pari-mutuel handle. Partially offsetting these declines was an increase in net revenue from a record Kentucky Oaks and Derby week. Adjusted EBITDA for 2015 increased $10.7 million due to $6.0 million of increased profitability from Kentucky Oaks and Derby week, $3.8 million due to the cessation of pari-mutuel operations at Calder during 2014, $1.5 million from Churchill Downs outside of Derby week and $0.3 million from Fair Grounds. These increases were partially offset by a $0.9 million decrease due to lower pari-mutuel net revenue at Arlington.
CASINOS | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in millions): | 2015 | 2014 | 2015 | 2014 | |||||||||||
Net revenue | $ | 80.4 | $ | 78.5 | $ | 332.3 | $ | 328.3 | |||||||
Adjusted EBITDA | 26.7 | 22.7 | 108.5 | 101.1 | |||||||||||
During the quarter, Casinos net revenue increased $1.9 million from the prior year primarily driven by organic growth at Oxford Casino and growth in our VSI net revenue from the addition of new and upgraded video poker machines throughout our Louisiana properties. Partially offsetting this growth was a decline in net revenue at our Mississippi properties and a decline at Fair Grounds Slots from a smoking ban in Orleans Parish. Adjusted EBITDA grew $4.0 million from the strength of the Oxford Casino and VSI properties as well as increases for both our Mississippi properties resulting from effective cost controls.
For the full year, Casinos net revenue increased $4.0 million driven by organic growth at Oxford Casino, improved performance of our VSI locations in Louisiana, and increased net revenue from Calder. This growth was partially offset by the impact of the New Orleans smoking ban on our Fair Grounds Slots property and a decline in net revenue from our Mississippi properties. Adjusted EBITDA increased $7.4 million in 2015 driven by a $2.7 million increase at Oxford Casino as a result of strong net revenue trends, a $2.5 million increase at Riverwalk as a result of disciplined labor and other variable expense reductions, a $1.4 million increase at Miami Valley Gaming from growth despite new competition and a $1.2 million increase from VSI market share growth. Partially offsetting these increases was a $1.7 million decrease at Fair Grounds Slots as a result of the parish-wide smoking ban on April 22, 2015.
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TWINSPIRES | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in millions): | 2015 | 2014 | 2015 | 2014 | |||||||||||
Net revenue | $ | 43.8 | $ | 40.9 | $ | 200.2 | $ | 190.3 | |||||||
Adjusted EBITDA | 9.9 | 10.1 | 51.5 | 45.3 | |||||||||||
During the quarter, net revenue improved $2.9 million due to a 10.8% increase in handle compared to a total industry increase of 2.3%. Adjusted EBITDA declined $0.2 million as net revenue growth was more than offset with higher marketing expense related to the Breeders’ Cup, higher New York taxes and licensing and regulatory costs in Virginia.
For the full year, net revenue grew $9.9 million primarily due to a 7.5% increase in handle compared to a total industry increase of 1.2%. Partially offsetting this increase was a decline related to the cancellation of a low-margin, third party administrative call center agreement. Adjusted EBITDA increased $6.3 million from the strong net revenue growth and from lower expense as a result of the discontinuation of Luckity, our online real-money bingo operation. These increases were partially offset by higher marketing expense related to marquee racing events in 2015 and from higher pari-mutuel tax rates.
BIG FISH GAMES | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in millions): | 2015 | 2014 | 2015 | 2014 | |||||||||||
Net revenue | $ | 113.7 | $ | 13.9 | $ | 413.7 | $ | 13.9 | |||||||
Adjusted EBITDA | 26.5 | 3.8 | 108.0 | 3.8 | |||||||||||
In the fourth quarter 2015 and for the full year 2015, net revenue and Adjusted EBITDA for Big Fish Games grew significantly compared to the prior year as a result of the acquisition in December 2014. Big Fish Games net revenue includes amounts recognized from its social casino, casual and mid-core free-to-play and premium paid games. Our net revenue is reflective of the strong growth in our casual free-to-play bookings and ongoing growth in the Big Fish Casino platform. Our 2015 net revenue includes a $20.8 million reduction resulting from the adjustment down to fair value of the deferred revenue balance assumed as part of the Big Fish acquisition based on business combination accounting rules.
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
(in millions): | 2015 | 2014-b) | 2015 | 2014-b) | |||||||||||
Bookings | |||||||||||||||
Casino | $ | 48.1 | $ | 46.9 | $ | 193.0 | $ | 157.1 | |||||||
Casual Free-to-Play | 47.4 | 16.2 | 151.2 | 38.6 | |||||||||||
Premium | 25.8 | 32.5 | 109.0 | 140.4 | |||||||||||
Total Bookings-a) | $ | 121.3 | $ | 95.6 | $ | 453.2 | $ | 336.1 | |||||||
(a- Bookings is a non-GAAP financial measure equal to the revenue recognized plus the change in deferred revenue for the period. | |||||||||||||||
(b- Big Fish Games bookings for periods ended December 31, 2014 are only included in the consolidated financial results from acquisition date of December 16, 2014 forward. The fourth quarter and full year bookings results for 2014 are included here for comparative purposes only. | |||||||||||||||
For the quarter, total bookings grew $25.7 million or 27% on a comparative basis over the full fourth quarter 2014 bookings. Casino and Casual Free-to-Play business lines continued to show growth more
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than offsetting the decline in the Premium business line. Casino bookings grew by $1.2 million, driven by a 15% increase in average bookings per paying user compared to the fourth quarter of 2014, which was partially offset by an 11% decline in average paying users. Casual Free-to-Play bookings’ growth of $31.2 million was driven by a 132% increase in quarterly average paying users and a 26% increase in average bookings per paying user. Our growth in Casual Free-to-Play bookings was driven by the continued success of Gummy Drop!, as well as the late third quarter launch of Dungeon Boss. Premium bookings declined $6.7 million, or 21%, primarily driven by customers continuing to shift from paid PC games to free-to-play mobile games. In addition, the foreign currency impact from the strengthening U.S. dollar (USD) reduced Premium bookings by $1.1 million.
For the full year, total bookings grew $117.1 million or 35% on a comparative basis over the full year 2014. Casino bookings grew by $35.9 million, driven by a 12% increase in average paying users and a 10% increase in average bookings per paying user compared to the full year of 2014. Casual Free-to-Play bookings’ growth of $112.6 million was driven by a 165% increase in average paying users and a 48% increase in average bookings per paying user. Our growth in Casual Free-to-Play bookings was driven by the continued success of Gummy Drop!, as well as the late third quarter launch of Dungeon Boss. Premium bookings declined $31.0 million, or 22%, primarily driven by customers continuing to shift from paid PC games to free-to-play mobile games. In addition, the foreign currency impact from the strengthening U.S. dollar (USD) reduced Premium bookings by $5.7 million.
Stock Repurchase
In February 2016, the board of directors reauthorized a common stock repurchase program of up to $150 million. The new program replaces the prior $150 million program that was authorized during 2015 and had unused authorization of $11.9 million. The new authorized amount includes and is not in addition to any unspent amounts remaining under the prior authorization. Repurchases may be made at management’s discretion from time to time on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The repurchase program has no time limit and may be suspended or discontinued at any time.
Conference Call
A conference call regarding this news release is scheduled for Thursday, February 25, 2016, 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 http://ir.churchilldownsincorporated.com/events.cfm, or by dialing (877) 372-0878 and entering the pass code 50839574 at least 10 minutes before the appointed time. International callers should dial (253) 237-1169. An online replay will be available at approximately noon EDT on Thursday, February 25, 2016 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.
Non-GAAP Measures
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.
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About Churchill Downs Incorporated
Churchill Downs Incorporated (CDI) (NASDAQ: CHDN), headquartered in Louisville, Ky., is an industry-leading racing, gaming and online entertainment company anchored by our iconic flagship event - The Kentucky Derby. We are a leader in brick-and mortar casino gaming with gaming positions in six states, and we are the largest, legal online account wagering platform for horseracing in the U.S., through our ownership of TwinSpires.com. We are also one of the world’s largest producers and distributors of mobile games through Big Fish Games, Inc. Additional information about CDI can be found online 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 press 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, including any disruptions in the credit markets; a decrease in consumers’ discretionary income; 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; 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 revenue 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; the inability of our totalisator company, United Tote, to maintain its processes accurately, keep its technology current or maintain its significant customers; 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 revenue at historic or anticipated levels and achieve anticipated cost savings; 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 revenue from casinos and advance deposit wagering); and the effect of claims of third parties to intellectual property rights.
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CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited except year ended 2015 and 2014 amounts)
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
(in thousands, except per common share data) | 2015 | 2014 | 2015 | 2014 | |||||||||||
Net revenue: | |||||||||||||||
Racing | $ | 29,862 | $ | 30,384 | $ | 248,603 | $ | 261,453 | |||||||
Casinos | 80,435 | 78,506 | 332,299 | 328,294 | |||||||||||
TwinSpires | 43,759 | 40,907 | 200,168 | 190,333 | |||||||||||
Big Fish Games | 113,716 | 13,855 | 413,685 | 13,855 | |||||||||||
Other Investments | 4,436 | 4,261 | 16,636 | 17,125 | |||||||||||
Corporate | 179 | 209 | 910 | 1,158 | |||||||||||
272,387 | 168,122 | 1,212,301 | 812,218 | ||||||||||||
Operating expense: | |||||||||||||||
Racing | 37,700 | 41,074 | 190,225 | 216,269 | |||||||||||
Casinos | 58,204 | 58,848 | 240,868 | 243,335 | |||||||||||
TwinSpires | 30,439 | 31,293 | 133,302 | 133,553 | |||||||||||
Big Fish Games | 94,478 | 15,971 | 340,088 | 15,971 | |||||||||||
Other Investments | 4,866 | 5,831 | 18,418 | 22,247 | |||||||||||
Corporate | (2,278 | ) | 472 | — | 1,941 | ||||||||||
Selling, general and administrative expense | 22,537 | 24,510 | 90,787 | 82,385 | |||||||||||
Research and development | 9,370 | — | 39,399 | — | |||||||||||
Calder exit costs | 364 | — | 13,854 | 2,298 | |||||||||||
Acquisition-related charges | 4,338 | 3,826 | 21,748 | 3,826 | |||||||||||
Operating income (loss) | 12,369 | (13,703 | ) | 123,612 | 90,393 | ||||||||||
Other income (expense): | |||||||||||||||
Interest income | (190 | ) | 5 | 42 | 20 | ||||||||||
Interest expense | (7,259 | ) | (5,735 | ) | (28,595 | ) | (20,842 | ) | |||||||
Equity in income (losses) of unconsolidated investments | 2,936 | 475 | 11,180 | 6,328 | |||||||||||
Miscellaneous, net | 379 | 137 | 5,850 | 619 | |||||||||||
(4,134 | ) | (5,118 | ) | (11,523 | ) | (13,875 | ) | ||||||||
Income from continuing operations before provision for income taxes | 8,235 | (18,821 | ) | 112,089 | 76,518 | ||||||||||
Income tax (provision) benefit | (727 | ) | 5,014 | (46,892 | ) | (30,161 | ) | ||||||||
Income (loss) from continuing operations | 7,508 | (13,807 | ) | 65,197 | 46,357 | ||||||||||
Net income (loss) per common share data: | |||||||||||||||
Basic | |||||||||||||||
Net income (loss) | $ | 0.44 | $ | (0.81 | ) | $ | 3.75 | $ | 2.67 | ||||||
Diluted | |||||||||||||||
Net income (loss) | $ | 0.43 | $ | (0.81 | ) | $ | 3.71 | $ | 2.64 | ||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 17,191 | 17,118 | 17,225 | 17,271 | |||||||||||
Diluted | 17,319 | 17,118 | 17,576 | 17,589 | |||||||||||
Other comprehensive loss: | |||||||||||||||
Foreign currency translation, net of tax | (106 | ) | (125 | ) | (463 | ) | (125 | ) | |||||||
Other comprehensive loss | (106 | ) | (125 | ) | (463 | ) | (125 | ) | |||||||
Comprehensive income (loss) | $ | 7,402 | $ | (13,932 | ) | $ | 64,734 | $ | 46,232 | ||||||
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CHURCHILL DOWNS INCORPORATED
CONSOLIDATED BALANCE SHEETS
December 31, | |||||||
(in thousands) | 2015 | 2014 | |||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 74,528 | $ | 67,936 | |||
Restricted cash | 29,686 | 26,065 | |||||
Accounts receivable, net | 67,715 | 75,890 | |||||
Deferred income taxes | — | 18,519 | |||||
Income taxes receivable | 1,037 | 29,455 | |||||
Game technology and rights, net | 10,339 | 530 | |||||
Other current assets | 39,524 | 24,135 | |||||
Total current assets | 222,829 | 242,530 | |||||
Property and equipment, net | 573,172 | 595,315 | |||||
Investment in and advances to unconsolidated affiliates | 129,746 | 109,548 | |||||
Goodwill | 841,724 | 840,947 | |||||
Other intangible assets, net | 496,153 | 549,972 | |||||
Other assets | 13,820 | 17,941 | |||||
Total assets | $ | 2,277,444 | $ | 2,356,253 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 39,120 | $ | 45,182 | |||
Purses payable | 12,139 | 11,169 | |||||
Account wagering deposit liabilities | 20,351 | 18,137 | |||||
Accrued expense | 97,836 | 93,286 | |||||
Tax refund due to Big Fish Games former equity holders | 426 | 18,087 | |||||
Deferred revenue | 46,029 | 51,833 | |||||
Deferred revenue - Big Fish Games | 81,301 | 41,747 | |||||
Big Fish Games deferred payment, current | 28,050 | 28,139 | |||||
Big Fish Games earnout liability, current | 279,490 | — | |||||
Current maturities of long-term debt | 16,250 | 11,250 | |||||
Dividends payable | 19,110 | 17,419 | |||||
Total current liabilities | 640,102 | 336,249 | |||||
Long-term debt, net of current maturities and loan origination fees | 171,862 | 458,318 | |||||
Notes payable, including premium and net of debt issuance costs | 593,670 | 294,536 | |||||
Big Fish Games deferred payment, net of current amount due | 26,670 | 51,620 | |||||
Big Fish Games earnout liability | 65,710 | 327,800 | |||||
Deferred revenue | 16,068 | 16,489 | |||||
Deferred income taxes | 127,883 | 149,522 | |||||
Other liabilities | 18,282 | 21,718 | |||||
Total liabilities | 1,660,247 | 1,656,252 | |||||
Commitments and contingencies | — | — | |||||
Preferred stock, no par value; 250 shares authorized; no shares issued | — | — | |||||
Common stock, no par value; 50,000 shares authorized; 16,600 shares issued at December 31, 2015 and 17,472 shares issued at December 31, 2014 | 134,026 | 262,280 | |||||
Retained earnings | 483,759 | 437,846 | |||||
Accumulated other comprehensive loss | (588 | ) | (125 | ) | |||
Total shareholders’ equity | 617,197 | 700,001 | |||||
Total liabilities and shareholders’ equity | $ | 2,277,444 | $ | 2,356,253 | |||
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CHURCHILL DOWNS INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOW | |||||||
For the Year Ended December 31, | |||||||
(in thousands) | 2015 | 2014 | |||||
Cash flows from operating activities: | |||||||
Net income | $ | 65,197 | $ | 46,357 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 109,706 | 68,257 | |||||
Game technology and rights amortization | 9,678 | — | |||||
Impairment and acquisition charges | 34,696 | 7,073 | |||||
Gain on sale of equity investments | (5,817 | ) | — | ||||
Dividend from investment in unconsolidated affiliates | 15,250 | — | |||||
Equity in (income) losses of unconsolidated investments | (11,180 | ) | (6,328 | ) | |||
Stock-based compensation | 13,849 | 11,931 | |||||
Deferred tax (benefit) provision | (3,444 | ) | 14,839 | ||||
Loss (gain) on sale of business and asset dispositions | 281 | (382 | ) | ||||
Other | 4,659 | 619 | |||||
Increase (decrease) in cash resulting from changes in operating assets and liabilities, net of business acquisitions and dispositions: | |||||||
Other current assets | (15,295 | ) | (3,255 | ) | |||
Game technology and rights | (19,800 | ) | — | ||||
Income taxes | 28,488 | 206 | |||||
Deferred revenue | 38,333 | 639 | |||||
Other assets and liabilities | (75 | ) | 1,663 | ||||
Net cash provided by operating activities | 264,526 | 141,619 | |||||
Cash flows from investing activities: | |||||||
Additions to property and equipment | (43,510 | ) | (54,486 | ) | |||
Acquisition of businesses, net of cash acquired | (959 | ) | (366,045 | ) | |||
Acquisition of gaming licenses | (2,250 | ) | (2,250 | ) | |||
Investment in joint ventures | (460 | ) | (17,906 | ) | |||
Proceeds from sale of equity investment | 6,000 | — | |||||
Purchases of minority investments | (24,519 | ) | (602 | ) | |||
Proceeds from sale of assets | 213 | 981 | |||||
Net cash used in investing activities | (65,485 | ) | (440,308 | ) | |||
Cash flows from financing activities: | |||||||
Borrowings on bank line of credit | 704,178 | 804,986 | |||||
Repayments of bank line of credit | (985,783 | ) | (403,822 | ) | |||
Big Fish Games deferred payment | (28,428 | ) | — | ||||
Tax refund payments to Big Fish Games equity holders | (17,711 | ) | — | ||||
Proceeds from note issuance | 300,000 | — | |||||
Payment of dividends | (17,419 | ) | (15,186 | ) | |||
Repurchase of common stock | (147,554 | ) | (76,582 | ) | |||
Common stock issued | 1,213 | 7,475 | |||||
Windfall tax provision from stock-based compensation | 5,553 | 7,708 | |||||
Loan origination fees and debt issuance costs | (4,626 | ) | (2,101 | ) | |||
Other | (67 | ) | (429 | ) | |||
Net cash (used in) provided by financing activities | (190,644 | ) | 322,049 | ||||
Net increase in cash and cash equivalents | 8,397 | 23,360 | |||||
Effect of exchange rate changes on cash | (1,805 | ) | (132 | ) | |||
Cash and cash equivalents, beginning of year | 67,936 | 44,708 | |||||
Cash and cash equivalents, end of year | $ | 74,528 | $ | 67,936 | |||
8
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
(unaudited except year ended 2015 and 2014 amounts)
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
(in thousands, except per common share data) | 2015 | 2014 | 2015 | 2014 | |||||||||||
Net revenue from external customers: | |||||||||||||||
Racing: | |||||||||||||||
Churchill Downs | $ | 14,462 | $ | 14,680 | $ | 151,125 | $ | 143,191 | |||||||
Arlington | 5,496 | 6,023 | 54,405 | 60,312 | |||||||||||
Fair Grounds | 9,203 | 8,880 | 40,343 | 38,625 | |||||||||||
Calder | 701 | 801 | 2,730 | 19,325 | |||||||||||
Total Racing | 29,862 | 30,384 | 248,603 | 261,453 | |||||||||||
Casinos: | |||||||||||||||
Oxford Casino | 19,606 | 17,718 | 80,405 | 76,526 | |||||||||||
Riverwalk Casino | 12,034 | 12,208 | 49,758 | 50,139 | |||||||||||
Harlow’s Casino | 11,507 | 11,774 | 48,978 | 50,199 | |||||||||||
Calder Casino | 18,695 | 18,443 | 77,421 | 77,003 | |||||||||||
Fair Grounds Slots | 9,084 | 9,951 | 38,408 | 40,774 | |||||||||||
VSI | 9,329 | 8,412 | 36,913 | 33,653 | |||||||||||
Saratoga | 180 | — | 416 | — | |||||||||||
Total Casinos | 80,435 | 78,506 | 332,299 | 328,294 | |||||||||||
TwinSpires | 43,759 | 40,907 | 200,168 | 190,333 | |||||||||||
Big Fish Games | |||||||||||||||
Casino | 48,017 | 7,627 | 193,428 | 7,627 | |||||||||||
Casual free-to-play | 41,313 | 2,098 | 125,321 | 2,098 | |||||||||||
Premium | 24,386 | 4,130 | 94,936 | 4,130 | |||||||||||
Total Big Fish Games | 113,716 | 13,855 | 413,685 | 13,855 | |||||||||||
Other Investments | 4,436 | 4,261 | 16,636 | 17,125 | |||||||||||
Corporate | 179 | 209 | 910 | 1,158 | |||||||||||
Net revenue from external customers | $ | 272,387 | $ | 168,122 | $ | 1,212,301 | $ | 812,218 | |||||||
Intercompany net revenue: | |||||||||||||||
Racing: | |||||||||||||||
Churchill Downs | $ | 1,530 | $ | 1,187 | $ | 7,832 | $ | 7,038 | |||||||
Arlington Park | 954 | 972 | 5,063 | 5,767 | |||||||||||
Fair Grounds | 437 | 345 | 1,306 | 1,089 | |||||||||||
Calder | — | — | — | 707 | |||||||||||
Total Racing | 2,921 | 2,504 | 14,201 | 14,601 | |||||||||||
TwinSpires | 251 | 244 | 1,032 | 958 | |||||||||||
Other Investments | 852 | 1,193 | 3,532 | 4,130 | |||||||||||
Eliminations | (4,024 | ) | (3,941 | ) | (18,765 | ) | (19,689 | ) | |||||||
Net revenue | $ | — | $ | — | $ | — | $ | — | |||||||
9
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
(unaudited except year ended 2015 and 2014 amounts)
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
(in thousands, except per common share data) | 2015 | 2014 | 2015 | 2014 | |||||||||||
Reconciliation of Segment Adjusted EBITDA to comprehensive income (loss): | |||||||||||||||
Racing | $ | (4,440 | ) | $ | (5,440 | ) | $ | 71,841 | $ | 61,160 | |||||
Casinos | 26,737 | 22,744 | 108,516 | 101,106 | |||||||||||
TwinSpires | 9,867 | 10,147 | 51,533 | 45,282 | |||||||||||
Big Fish Games | 26,459 | 3,837 | 108,018 | 3,837 | |||||||||||
Other Investments | (72 | ) | (1,382 | ) | (37 | ) | (3,857 | ) | |||||||
Corporate | 986 | (1,392 | ) | (4,253 | ) | (5,037 | ) | ||||||||
Total Segment Adjusted EBITDA | 59,537 | 28,514 | 335,618 | 202,491 | |||||||||||
Change in Big Fish Games deferred revenue | (7,551 | ) | (4,497 | ) | (39,554 | ) | (4,497 | ) | |||||||
Big Fish Games adjustments | (4,338 | ) | (10,193 | ) | (21,748 | ) | (10,193 | ) | |||||||
Stock-based compensation expense | (3,269 | ) | (1,363 | ) | (13,849 | ) | (11,931 | ) | |||||||
MVG interest expense, net | (473 | ) | (590 | ) | (2,098 | ) | (2,546 | ) | |||||||
Calder exit costs | (364 | ) | — | (13,854 | ) | (2,298 | ) | ||||||||
Other charges and recoveries, net | (281 | ) | (5,028 | ) | 5,833 | (5,429 | ) | ||||||||
Depreciation and amortization | (27,577 | ) | (19,933 | ) | (109,706 | ) | (68,257 | ) | |||||||
Interest income (expense), net | (7,449 | ) | (5,730 | ) | (28,553 | ) | (20,822 | ) | |||||||
Income tax provision | (727 | ) | 5,013 | (46,892 | ) | (30,161 | ) | ||||||||
Net income (loss) | 7,508 | (13,807 | ) | 65,197 | 46,357 | ||||||||||
Foreign currency translation, net of tax | (106 | ) | (125 | ) | (463 | ) | (125 | ) | |||||||
Comprehensive income (loss) | $ | 7,402 | $ | (13,932 | ) | $ | 64,734 | $ | 46,232 | ||||||
10
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
(Unaudited except year ended 2015 and 2014 amounts)
Corporate allocated expense | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
(in thousands) | 2015 | 2014 | 2015 | 2014 | |||||||||||
Racing | $ | (1,149 | ) | $ | (1,138 | ) | $ | (6,591 | ) | $ | (6,821 | ) | |||
Casinos | (2,373 | ) | (2,279 | ) | (8,360 | ) | (8,129 | ) | |||||||
TwinSpires | (1,323 | ) | (1,202 | ) | (5,049 | ) | (4,775 | ) | |||||||
Big Fish Games | (750 | ) | — | (3,000 | ) | — | |||||||||
Other Investments | (148 | ) | (148 | ) | (483 | ) | (495 | ) | |||||||
Corporate allocated expense | 5,743 | 4,767 | 23,483 | 20,220 | |||||||||||
Total Corporate allocated expense | $ | — | $ | — | $ | — | $ | — | |||||||
11
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL JOINT VENTURE FINANCIAL STATEMENTS
(Unaudited)
Summarized financial information for Miami Valley Gaming, LLC is comprised of the following:
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
(in thousands) | 2015 | 2014 | 2015 | 2014 | |||||||||||
Casino revenue | $ | 32,896 | $ | 29,715 | $ | 130,327 | $ | 126,374 | |||||||
Non-casino revenue | 1,264 | 1,424 | 6,568 | 6,257 | |||||||||||
Net revenues | 34,160 | 31,139 | 136,895 | 132,631 | |||||||||||
Operating and SG&A expense | 24,288 | 23,530 | 98,688 | 97,648 | |||||||||||
Adjusted EBITDA | 9,872 | 7,609 | 38,207 | 34,983 | |||||||||||
Depreciation & amortization | 3,239 | 1,984 | 12,816 | 12,299 | |||||||||||
Pre-opening expenses | — | — | — | 54 | |||||||||||
Operating income | 6,633 | 5,625 | 25,391 | 22,630 | |||||||||||
Interest and other expense, net | (947 | ) | (1,175 | ) | (4,197 | ) | (4,829 | ) | |||||||
Net income | $ | 5,686 | $ | 4,450 | $ | 21,194 | $ | 17,801 | |||||||
Reconciliation of operating income (loss) to Churchill Downs' Adjusted EBITDA | Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Operating income | $ | 6,633 | $ | 5,625 | $ | 25,391 | $ | 22,630 | |||||||
Pre-opening expense | — | — | — | 54 | |||||||||||
6,633 | 5,625 | 25,391 | 22,684 | ||||||||||||
Churchill Downs' Adjusted EBITDA | $ | 3,317 | $ | 2,813 | $ | 12,696 | $ | 11,342 | |||||||
December 31, | |||||||
2015 | 2014 | ||||||
Assets | |||||||
Current assets | $ | 24,502 | $ | 24,096 | |||
Property and equipment, net | 119,675 | 130,868 | |||||
Other assets, net | 106,660 | 105,906 | |||||
Total assets | $ | 250,837 | $ | 260,870 | |||
Liabilities and Members' Equity | |||||||
Current liabilities | $ | 21,620 | $ | 16,783 | |||
Current portion of long-term debt | 8,333 | 8,332 | |||||
Long-term debt, excluding current portion | 20,520 | 26,584 | |||||
Other liabilities | 75 | 75 | |||||
Members' equity | 200,289 | 209,096 | |||||
Total liabilities and members' equity | $ | 250,837 | $ | 260,870 | |||
12