SEC Filing | Churchill Downs, Inc.

View:

chdn-20200630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-33998

Churchill Downs Incorporated

(Exact name of registrant as specified in its charter)

Kentucky

61-0156015

(State or other jurisdiction of incorporation or organization)

(I.R.S. 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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	CHDN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of registrant’s common stock at July 15, 2020 was 39,434,148 shares.

CHURCHILL DOWNS INCORPORATED

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended June 30, 2020


	Part I-FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30 , 2020 and 2019	3
	Condensed Consolidated Balance Sheets at June 30 , 2020 and December 31, 2019	4
	Condensed Consolidated Statements of Shareholders' Equity for the three and six months ended June 30 , 2020 and 2019	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30 , 2020 and 2019	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	50

	Part II-OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	56
	Signatures	57

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except per common share data)	2020		2019		2020		2019
Net revenue:
Churchill Downs	$	23.3	$	182.2	$	46.8	$	203.2
Online Wagering	121.2		95.6		188.5		158.7
Gaming	37.3		177.6		184.9		346.4
All Other	3.3		22.0		17.8		34.5
Total net revenue	185.1		477.4		438.0		742.8
Operating expense:
Churchill Downs	31.1		73.6		57.7		97.0
Online Wagering	74.6		62.0		124.7		107.1
Gaming	45.6		133.2		170.4		258.2
All Other	11.6		21.5		32.7		37.0
Selling, general and administrative expense	22.4		30.1		46.5		55.0
Impairment of intangible assets	—		—		17.5		—
Transaction expense, net	0.2		0.6		0.5		4.1
Total operating expense	185.5		321.0		450.0		558.4
Operating (loss) income	(0.4)		156.4		(12.0)		184.4
Other income (expense):
Interest expense, net	(20.3)		(19.4)		(39.6)		(33.1)
Equity in (loss) income of unconsolidated affiliates	(11.1)		9.5		(14.4)		13.6
Miscellaneous, net	0.3		0.4		0.3		0.4
Total other expense	(31.1)		(9.5)		(53.7)		(19.1)
(Loss) income from continuing operations before provision for income taxes	(31.5)		146.9		(65.7)		165.3
Income tax benefit (provision)	7.9		(38.6)		19.5		(45.1)
(Loss) income from continuing operations, net of tax	(23.6)		108.3		(46.2)		120.2
Loss from discontinued operations, net of tax	(95.2)		(1.2)		(96.1)		(1.5)
Net (loss) income	(118.8)		107.1		(142.3)		118.7
Net loss attributable to noncontrolling interest	—		—		(0.1)		—
Net (loss) income and comprehensive (loss) income attributable to CDI	$	(118.8)	$	107.1	$	(142.2)	$	118.7

Net (loss) income per common share data - basic:
Continuing operations	$	(0.59)	$	2.69	$	(1.16)	$	2.99
Discontinued operations	$	(2.41)	$	(0.03)	$	(2.43)	$	(0.04)
Net (loss) income per common share data - basic	$	(3.00)	$	2.66	$	(3.59)	$	2.95

Net (loss) income per common share data - diluted:
Continuing operations	$	(0.59)	$	2.66	$	(1.16)	$	2.96
Discontinued operations	$	(2.41)	$	(0.03)	$	(2.43)	$	(0.04)
Net (loss) income per common share data - diluted	$	(3.00)	$	2.63	$	(3.59)	$	2.92

Weighted average shares outstanding:
Basic	39.5		40.1		39.6		40.3
Diluted	39.5		40.7		39.6		40.7

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in millions)	June 30, 2020		December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	649.2	$	96.2
Restricted cash	49.8		46.3
Accounts receivable, net	47.5		37.3
Income taxes receivable	36.8		14.5
Other current assets	34.4		26.9
Total current assets	817.7		221.2
Property and equipment, net	1,043.2		937.3
Investment in and advances to unconsolidated affiliates	615.4		634.5
Goodwill	366.8		367.1
Other intangible assets, net	350.8		369.8
Other assets	22.1		21.1

Total assets	$	3,216.0	$	2,551.0

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	105.8	$	57.8
Accrued expenses and other current liabilities	164.6		173.4
Current deferred revenue	89.8		42.5
Current maturities of long-term debt	4.0		4.0
Dividends payable	—		23.5
Current liabilities of discontinued operations	124.0		—
Total current liabilities	488.2		301.2
Long-term debt, net of current maturities and loan origination fees	1,077.1		384.0
Notes payable, net of debt issuance costs	1,086.8		1,085.9
Non-current deferred revenue	15.1		16.7
Deferred income taxes	188.0		212.8
Other liabilities	38.1		39.4
Total liabilities	2,893.3		2,040.0
Commitments and contingencies
Shareholders' equity:
Preferred stock	—		—
Common stock	6.1		—
Retained earnings	314.9		509.2
Accumulated other comprehensive loss	(0.9)		(0.9)
Total Churchill Downs Incorporated shareholders' equity	320.1		508.3
Noncontrolling interest	2.6		2.7
Total shareholders' equity	322.7		511.0
Total liabilities and shareholders' equity	$	3,216.0	$	2,551.0

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)



	Common Stock					Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Shareholders' Equity
(in millions, except per common share data)	Shares	Amount
Balance, December 31, 2019	39.7	$	—	$	509.2	$	(0.9)	$	2.7	$	511.0
Net loss				(23.4)				(0.1)		(23.5)

Repurchase of common stock	(0.3)	(4.3)		(23.6)						(27.9)
Cash settlement of stock awards				(12.7)						(12.7)
Taxes paid related to net share settlement of stock awards				(15.1)						(15.1)
Stock-based compensation		4.3								4.3
Adoption of ASC 326				(0.5)						(0.5)
Balance, March 31, 2020	39.4	—		433.9		(0.9)		2.6		435.6
Net loss				(118.8)						(118.8)
Stock-based compensation		6.1								6.1
Other				(0.2)						(0.2)
Balance, June 30, 2020	39.4	$	6.1	$	314.9	$	(0.9)	$	2.6	$	322.7



	Common Stock					Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Shareholders' Equity
(in millions, except per common share data)	Shares	Amount
Balance, December 31, 2018	40.4	$	—	$	474.2	$	(0.9)	$	—	$	473.3
Net income				11.6						11.6
Issuance of common stock	0.1	—								—
Repurchase of common stock	(0.3)	(4.7)		(20.3)						(25.0)
Taxes paid related to net share settlement of stock awards	(0.1)	—		(7.6)						(7.6)
Issuance of restricted stock awards, net of forfeitures	0.1	—								—
Stock-based compensation		4.7								4.7
Adoption of ASC 842				(0.3)						(0.3)
Other				0.2						0.2
Balance, March 31, 2019	40.2	—		457.8		(0.9)		—		456.9
Net income				107.1						107.1
Repurchase of common stock	(0.2)	(4.4)		(13.6)						(18.0)
Stock-based compensation		7.4								7.4
Other		(0.1)								(0.1)
Balance, June 30, 2019	40.0	$	2.9	$	551.3	$	(0.9)	$	—	$	553.3

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
(in millions)	2020		2019
Cash flows from operating activities:
Net (loss) income	$	(142.3)	$	118.7
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	44.1		42.3
Distributions from unconsolidated affiliates	4.8		11.5
Equity in loss (income) of unconsolidated affiliates	14.4		(13.6)
Stock-based compensation	10.4		12.1
Deferred income taxes	(24.8)		12.1
Impairment of intangible assets	17.5		—
Amortization of operating lease assets	2.5		2.2
Other	1.8		1.1
Changes in operating assets and liabilities, net of business acquisitions and dispositions:
Income taxes	(22.4)		31.9
Deferred revenue	43.5		(36.9)
Other assets and liabilities	127.4		32.9
Net cash provided by operating activities	76.9		214.3
Cash flows from investing activities:
Capital maintenance expenditures	(13.2)		(26.2)
Capital project expenditures	(118.1)		(32.6)
Acquisition of businesses, net of cash acquired	—		(172.1)
Investments in and advances to unconsolidated affiliates	—		(410.1)
Distributions of capital from unconsolidated affiliates	—		8.1
Acquisition of gaming licenses	—		(22.1)
Other	(0.5)		1.1
Net cash used in investing activities	(131.8)		(653.9)
Cash flows from financing activities:
Proceeds from borrowings under long-term debt obligations	726.1		1,235.3
Repayments of borrowings under long-term debt obligations	(33.4)		(637.3)
Payment of dividends	(23.4)		(22.2)
Repurchase of common stock	(28.4)		(45.5)
Cash settlement of stock awards	(12.7)		—
Taxes paid related to net share settlement of stock awards	(15.1)		(7.6)
Debt issuance costs	(1.7)		(8.6)
Other	—		(2.3)
Net cash provided by financing activities	611.4		511.8
Net increase in cash, cash equivalents and restricted cash	556.5		72.2
Cash, cash equivalents and restricted cash, beginning of period	142.5		173.3
Cash, cash equivalents and restricted cash, end of period	$	699.0	$	245.5

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)


	Six Months Ended June 30,
(in millions)	2020		2019
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	39.7	$	23.6
Income taxes	0.7		1.3
Schedule of non-cash investing and financing activities:
Deferred tax liability assumed from equity investment	$	—	$	103.2
Property and equipment additions included in accounts payable and accrued expenses	28.1		6.8

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. DESCRIPTION OF BUSINESS

Basis of Presentation

The Churchill Downs Incorporated (the "Company", "we", "us", "our") financial statements are presented in conformity with the requirements of this Quarterly Report on Form 10-Q and consequently do not include all of the disclosures normally required by U.S. generally accepted accounting principles ("GAAP") or those normally made in our Annual Report on Form 10-K. The December 31, 2019 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP.

The following information is unaudited. All per share amounts assume dilution unless otherwise noted. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019.

In the opinion of management, all adjustments necessary for a fair statement of this information have been made, and all such adjustments are of a normal, recurring nature.

We conduct our business through three reportable segments: Churchill Downs, Online Wagering, and Gaming. We aggregate our other businesses as well as certain corporate operations, and other immaterial joint ventures, in All Other. We report net revenue and operating expense associated with these reportable segments in the accompanying condensed consolidated statements of comprehensive income.

Impact of COVID-19 Pandemic

In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. Considerable uncertainty still surrounds the COVID-19 virus and its potential effects, and the extent of and effectiveness of responses taken on international, national and local levels. Measures taken to limit the impact of COVID-19, including shelter-in-place orders, social distancing measures, travel bans and restrictions, and business and government shutdowns, have resulted and continue to result in significant negative economic impacts in the United States and in relation to our business. The long-term impact of COVID-19 on the United States and world economies and continuing impact on our business remains uncertain, the duration and scope of which cannot currently be predicted.

In response to the measures taken to limit the impact of COVID-19 described above, and for the protection of our employees, customers, and communities, we temporarily suspended operations at our properties in March 2020. In May 2020, we began to reopen our properties with patron capacity limitations and gaming restrictions. We also implemented other initiatives to facilitate social distancing and enhanced cleaning, such as increased frequency of cleaning and sanitizing of all high-touch surfaces, mandatory temperature checks of all guests and team members upon entry and required training for all team members on safety protocols. Certain amenities at our properties have continued to be suspended, including all of our food buffets and valet services, and certain restaurants and food outlets. Below is a summary of the temporary closures or suspended operations and the current status of each property:

Churchill Downs

•Churchill Downs Racetrack conducted 27 spectator-free live racing days from May 16, 2020 through June 28, 2020. Churchill Downs Racetrack suspended simulcast operations on March 15, 2020 and such operations currently remain closed.

•Derby City Gaming temporarily suspended operations on March 15, 2020 and reopened on June 8, 2020. Derby City Gaming is currently restricted to 50% of patron capacity and has implemented social distancing measures, which has limited its gaming capacity to approximately 66%.

Gaming

Wholly-Owned Properties

•Calder Casino and Racing ("Calder") temporarily suspended operations on March 16, 2020 and reopened on June 12, 2020. Operations were temporarily suspended again on July 2, 2020 following a Miami-Dade Emergency Order issued by the county's mayor to close all entertainment venues in Miami-Dade county.

•Fair Grounds Slots, Fair Grounds Race Course and Video Services, LLC ("VSI") (collectively, "Fair Grounds and VSI"):

◦Fair Grounds Slots temporarily suspended operations on March 16, 2020 and reopened on June 13, 2020. Fair Grounds Slots is currently restricted to 25% patron capacity and has implemented social distancing measures, which has limited its gaming capacity to approximately 50%;

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

Churchill Downs Incorporated

Notes to Condensed Consolidated Financial Statements

(Unaudited)

◦Fair Grounds Race Course conducted spectator-free live racing from March 13, 2020 through March 21, 2020 and did not have any live race days during the second quarter of 2020; and

◦VSI temporarily suspended operations on March 16, 2020 and reopened on May 18, 2020. VSI is currently restricted to 50% patron capacity and has implemented social distancing measures, which has limited its gaming capacity to approximately 70%.

•Harlow's Casino Resort and Spa ("Harlow's") temporarily suspended operations on March 16, 2020 and reopened on May 21, 2020. Harlow’s is currently restricted to 50% of patron capacity and has implemented social distancing measures, which has limited its slot gaming capacity to approximately 66% and its table games capacity to approximately 60%.

•Ocean Downs Casino and Racetrack ("Ocean Downs") temporarily suspended operations on March 15, 2020 and reopened on June 19, 2020. Ocean Downs is currently restricted to 50% of patron capacity and has implemented social distancing measures, which has limited its video lottery terminals ("VLTs") capacity to approximately 70% and its table game capacity to approximately 60%.

•Oxford Casino and Hotel ("Oxford") temporarily suspended operations on March 16, 2020 and reopened on July 9, 2020. Oxford is currently restricted to 200 persons on the gaming floor and only allows slot gaming.

•Presque Isle Downs and Casino ("Presque Isle") temporarily suspended operations on March 16, 2020 and reopened on June 26, 2020. Presque Isle is currently restricted to 50% of patron capacity and has implemented social distancing measures, which has limited its slot gaming capacity to approximately 60% and its table game capacity to approximately 60%.

•Riverwalk Casino Hotel ("Riverwalk") temporarily suspended operations on March 16, 2020 and reopened on May 21, 2020. Riverwalk is currently restricted to 50% of patron capacity and has implemented social distancing measures, which has limited its slot gaming capacity to approximately 66% and its table games capacity to approximately 60%.

Managed Properties

•Lady Luck Casino Nemacolin ("Lady Luck Nemacolin") temporarily suspended operations on March 16, 2020 and reopened on June 12, 2020. Lady Luck Nemacolin is currently restricted to 50% of patron capacity and has implemented social distancing measures, which has limited its slot gaming capacity to approximately 50% and its table game capacity to approximately 60%.

Equity Investments

•Rivers Casino Des Plaines ("Rivers Des Plaines") temporarily suspended operations on March 15, 2020 and reopened on July 1, 2020. Rivers Des Plaines is currently restricted to 50% of patron capacity and has implemented social distancing measures, which has limited its slot gaming capacity to approximately 66% and its table games capacity to approximately 60%.

•Miami Valley Gaming and Racing ("MVG") temporarily suspended operations on March 14, 2020 and reopened on June 19, 2020. MVG is currently restricted to 50% of patron capacity and has implemented social distancing measures, which has limited its VLT capacity to approximately 50%.

All Other

•Arlington International Racecourse ("Arlington") temporarily suspended operations of its off-track betting facilities ("OTBs") and simulcast operations on March 16, 2020. Four OTBs reopened on June 5, 2020 and the remaining OTBs reopened on various dates in July 2020. Arlington is scheduled to conduct 30 spectator-free live racing days from July 23, 2020 through September 26, 2020.

•