SEC Filing | Churchill Downs, Inc.

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chdn-20210930

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 September 30, 2021


☐			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 October 13, 2021 was 38,249,128 shares.

CHURCHILL DOWNS INCORPORATED

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended September 30, 2021


	Part I-FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2021 and 2020	3
	Condensed Consolidated Balance Sheets at September 30, 2021 and December 31, 2020	4
	Condensed Consolidated Statements of Shareholders' Equity for the three and nine months ended September 30, 2021 and 2020	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43

	Part II-OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
	Signatures	49


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per common share data)	2021		2020		2021		2020
Net revenue:
Live and Historical Racing	$	79.7	$	63.8	$	318.8	$	115.2
TwinSpires	101.8		127.1		337.1		317.5
Gaming	185.3		133.5		523.3		316.7
All Other	26.2		13.4		53.2		26.4
Total net revenue	393.0		337.8		1,232.4		775.8
Operating expense:
Live and Historical Racing	62.3		55.7		217.3		121.9
TwinSpires	77.5		84.0		247.3		209.5
Gaming	127.7		96.2		355.0		265.8
All Other	19.8		13.1		50.1		37.3
Selling, general and administrative expense	36.1		38.8		99.7		85.3
Asset impairments	—		—		11.2		17.5
Transaction expense, net	2.0		0.5		2.1		1.0
Total operating expense	325.4		288.3		982.7		738.3
Operating income	67.6		49.5		249.7		37.5
Other income (expense):
Interest expense, net	(21.7)		(19.7)		(63.1)		(59.3)
Equity in income of unconsolidated affiliates	41.7		27.6		103.0		13.2
Miscellaneous, net	0.1		(0.4)		0.3		(0.1)
Total other income (expense)	20.1		7.5		40.2		(46.2)
Income (loss) from continuing operations before (provision) benefit for income taxes	87.7		57.0		289.9		(8.7)
Income tax (provision) benefit	(26.3)		(13.9)		(84.1)		5.6
Income (loss) from continuing operations, net of tax	61.4		43.1		205.8		(3.1)
Loss from discontinued operations, net of tax	—		—		—		(96.1)
Net income (loss)	61.4		43.1		205.8		(99.2)
Net loss attributable to noncontrolling interest	—		(0.1)		—		(0.2)
Net income (loss) and comprehensive income (loss) attributable to Churchill Downs Incorporated	$	61.4	$	43.2	$	205.8	$	(99.0)

Net income (loss) per common share data - basic:
Continuing operations	$	1.59	$	1.09	$	5.31	$	(0.07)
Discontinued operations	$	—	$	—	$	—	$	(2.43)
Net income (loss) per common share data - basic	$	1.59	$	1.09	$	5.31	$	(2.50)

Net income (loss) per common share data - diluted:
Continuing operations	$	1.57	$	1.08	$	5.23	$	(0.07)
Discontinued operations	$	—	$	—	$	—	$	(2.43)
Net income (loss) per common share data - diluted	$	1.57	$	1.08	$	5.23	$	(2.50)

Weighted average shares outstanding:
Basic	38.6		39.5		38.7		39.6
Diluted	39.2		40.1		39.3		39.6

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


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			3

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in millions)	September 30, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	315.7	$	67.4
Restricted cash	70.6		53.6
Accounts receivable, net	50.6		36.5
Income taxes receivable	54.7		49.4
Other current assets	36.5		28.2
Total current assets	528.1		235.1
Property and equipment, net	1,053.4		1,082.1
Investment in and advances to unconsolidated affiliates	655.1		630.6
Goodwill	366.8		366.8
Other intangible assets, net	349.3		350.6
Other assets	20.8		21.2
Total assets	$	2,973.5	$	2,686.4

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	92.4	$	70.7
Accrued expenses and other current liabilities	227.4		167.8
Current deferred revenue	25.7		32.8
Current maturities of long-term debt	7.0		4.0
Dividends payable	—		24.9
Current liabilities of discontinued operations	—		124.0
Total current liabilities	352.5		424.2
Long-term debt, net of current maturities and loan origination fees	670.0		530.5
Notes payable, net of debt issuance costs	1,292.0		1,087.8
Non-current deferred revenue	13.3		17.1
Deferred income taxes	255.9		213.9
Other liabilities	51.0		45.8
Total liabilities	2,634.7		2,319.3
Commitments and contingencies
Shareholders' equity:
Preferred stock	—		—
Common stock	—		18.2
Retained earnings	339.7		349.8
Accumulated other comprehensive loss	(0.9)		(0.9)
Total shareholders' equity	338.8		367.1
Total liabilities and shareholders' equity	$	2,973.5	$	2,686.4

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


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			4

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, 2020	39.5	$	18.2	$	349.8	$	(0.9)	$	—	$	367.1
Net income				36.1						36.1
Issuance of common stock	0.1									—
Repurchase of common stock	(1.0)	(22.0)		(171.9)						(193.9)
Taxes paid related to net share settlement of stock awards	(0.1)			(12.6)						(12.6)

Stock-based compensation		5.5								5.5

Balance, March 31, 2021	38.5	1.7		201.4		(0.9)		—		202.2
Net income				108.3						108.3



Stock-based compensation		7.1								7.1
Other				(0.2)						(0.2)
Balance, June 30, 2021	38.5	8.8		309.5		(0.9)		—		317.4
Net income				61.4						61.4
Issuance of common stock		2.5								2.5
Repurchase of common stock	(0.2)	(19.1)		(30.9)						(50.0)
Taxes paid related to net share settlement of stock awards				(0.3)						(0.3)
Stock-based compensation		7.8								7.8

Balance, September 30, 2021	38.3	$	—	$	339.7	$	(0.9)	$	—	$	338.8


	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
Net income				43.2				(0.1)		43.1
Purchase of noncontrolling interest				(0.5)				(2.5)		(3.0)
Issuance of common stock	0.1	2.5								2.5
Stock-based compensation		6.9								6.9
Balance, September 30, 2020	39.5	$	15.5	$	357.6	$	(0.9)	$	—	$	372.2

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


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			5

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30,
(in millions)	2021		2020
Cash flows from operating activities:
Net income (loss)	$	205.8	$	(99.2)
Loss from discontinued operations, net of tax	—		(96.1)
Income (loss) from continuing operations, net of tax	$	205.8	$	(3.1)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	$	77.9	$	66.5
Distributions from unconsolidated affiliates	77.7		12.8
Equity in income of unconsolidated affiliates	(103.0)		(13.2)
Stock-based compensation	20.4		17.3
Deferred income taxes	12.8		22.0
Asset impairments	11.2		17.5
Amortization of operating lease assets	4.3		3.7
Other	5.9		3.5
Changes in operating assets and liabilities:
Income taxes	23.8		(26.2)
Deferred revenue	(11.6)		(1.9)
Other assets and liabilities	65.8		39.7
Net cash provided by operating activities	391.0		138.6
Cash flows from investing activities:
Capital maintenance expenditures	(22.3)		(18.2)
Capital project expenditures	(29.8)		(191.9)




Other	(3.1)		(2.7)
Net cash used in investing activities	(55.2)		(212.8)
Cash flows from financing activities:
Proceeds from borrowings under long-term debt obligations	780.8		726.0
Repayments of borrowings under long-term debt obligations	(429.2)		(34.4)
Payment of dividends	(24.8)		(23.4)
Repurchase of common stock	(242.4)		(28.4)
Cash settlement of stock awards	—		(12.7)
Taxes paid related to net share settlement of stock awards	(12.9)		(15.1)
Debt issuance costs	(6.9)		(1.7)
Change in bank overdraft	(13.4)		—
Other	2.3		2.3
Net cash provided by financing activities	53.5		612.6
Cash flows from discontinued operations:
Operating activities of discontinued operations	(124.0)		(1.3)
Net increase in cash, cash equivalents and restricted cash	265.3		537.1
Cash, cash equivalents and restricted cash, beginning of period	121.0		142.5
Cash, cash equivalents and restricted cash, end of period	$	386.3	$	679.6

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


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			6

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)


	Nine Months Ended September 30,
(in millions)	2021		2020
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	56.8	$	57.3
Income taxes	47.0		1.4
Schedule of non-cash operating, investing and financing activities:
Property and equipment additions included in accounts payable and accrued expenses	$	6.6	$	10.5
Right-of-use assets obtained in exchange for lease obligations in operating leases	9.6		2.8
Repurchase of common stock included in accrued expense and other current liabilities	1.5		—

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


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			7


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. DESCRIPTION OF BUSINESS

Basis of Presentation

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, 2020 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, 2020.

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: Live and Historical Racing, TwinSpires, 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 (loss).

Segments

During the first quarter of 2021, we updated our operating segments to reflect the internal management reporting used by our chief operating decision maker to evaluate results of operations and to assess performance and allocate resources. Our internal management reporting changed primarily due to the continued growth from Oak Grove Racing, Gaming & Hotel ("Oak Grove") and Turfway Park, which opened its annex historical racing machine ("HRM") facility, Newport Racing & Gaming ("Newport"), in October 2020, which resulted in our chief operating decision maker's decision to include Oak Grove, Turfway Park and Newport in the new Live and Historical Racing segment. The Live and Historical Racing segment now includes Churchill Downs Racetrack, Derby City Gaming, Oak Grove, Turfway Park, and Newport. We also realigned our retail sports betting results at our wholly-owned casinos from our Gaming segment to our TwinSpires segment. As a result of this realignment, our operating segments that meet the requirements to be disclosed separately as reportable segments are: Live and Historical Racing, TwinSpires, and Gaming. We conduct our business through these reportable segments and report net revenue and operating expense associated with these reportable segments in our condensed consolidated statements of comprehensive income (loss). The prior year results in the accompanying condensed consolidated statements of comprehensive income (loss) were reclassified to conform to this presentation.

Impact of COVID-19 Pandemic

In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The COVID-19 global pandemic has resulted in travel limitations and business and government shutdowns which have had significant negative economic impacts in the United States and in relation to our business. Although vaccines are now available, we cannot predict the duration of the COVID-19 global pandemic. The extent to which the COVID-19 pandemic, including the emergence of variant strains, will continue to impact the Company remains uncertain and will depend on many factors that are not within our control.

In March 2020, as a result of the COVID-19 outbreak, we temporarily suspended operations at our wholly-owned and managed gaming properties, announced the temporary furlough of our employees at these properties and certain racing operations, and implemented a temporary salary reduction for all remaining non-furloughed salaried employees based on a percentage that varied dependent upon the amount of each employee’s salary. The most senior level of executive management received the largest salary decrease, based on both percentage and dollar amount.

In May 2020, we began to reopen our properties with patron restrictions and gaming limitations. One property temporarily suspended operations again in July 2020 and reopened in August 2020, and three properties temporarily suspended operations again in December 2020 and reopened in January 2021. The Company provided health, dental, vision and life insurance benefits to furloughed employees through July 31, 2020 and during the subsequent property closure periods.

During the second quarter of 2021, we held the 147th Kentucky Oaks and Derby with capacity restrictions in compliance with Kentucky venue limitations at that time. The capacity restrictions limited reserved seating in each area to approximately 40% to 60% capacity and also limited general admission tickets. The 146th Kentucky Oaks and Derby was held in the third quarter of 2020 without spectators.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			8


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

2. RECENT ACCOUNTING PRONOUNCEMENTS

Adopted on January 1, 2021

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendments also clarify and amend existing guidance to improve consistent application of and simplify GAAP for other areas of Topic 740. This ASU is effective for public business entities for fiscal years and interim periods beginning after December 15, 2020. The adoption of this ASU did not have a material impact on our business.

Effective after 2021

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, and to simplify the accounting for transitioning from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and if elected, will be applied prospectively through December 31, 2022. We are currently evaluating the effect the adoption of this new accounting standard will have on our results of operations, financial condition, and cash flows.

3. ASSETS HELD FOR SALE

On September 29, 2021, the Company announced an agreement to sell the 326-acre property in Arlington Heights, Illinois (the "Arlington Property"), which is the current home of Arlington International Racecourse ("Arlington"), to the Chicago Bears for $197.2 million. The closing of the sale of the Arlington Property is subject to the satisfaction of various closing conditions. The Company anticipates closing the sale of the Arlington Property in late 2022 or early 2023.

The Company has classified certain assets of Arlington totaling $81.5 million as held for sale as of September 30, 2021, which are included in property and equipment, net on the accompanying condensed consolidated balance sheets. Arlington’s operations and assets are included in All Other in our consolidated results.

4. NATURAL DISASTER

In August 2021, Hurricane Ida caused damage to portions of Louisiana, including Fair Grounds Race Course & Slots, and 15 off-track betting facilities ("OTBs") owned by Video Services, LLC ("VSI") (collectively, "Fair Grounds and VSI"). All of the Fair Grounds and VSI operations were reopened as of September 30, 2021, with the exception of two OTBs.

The Company carries property and casualty insurance, as well as business interruption insurance subject to certain deductibles. As of September 30, 2021, the Company has recorded a reduction of property and equipment, net of $3.1 million and incurred $2.2 million in operating expenses, with an offsetting insurance recovery receivable of $5.3 million. The Company is currently working with its insurance carriers to finalize its claim. We continue to assess damages and insurance coverage, and we currently do not expect our losses to exceed the applicable insurance recoveries.

5. DISCONTINUED OPERATIONS

On January 9, 2018, the Company completed the sale of its mobile gaming subsidiary, Big Fish Games, Inc. ("Big Fish Games"), a Washington corporation, to Aristocrat Technologies, Inc., a Nevada corporation, an indirect, wholly-owned subsidiary of Aristocrat Leisure Limited, an Australian corporation (the "Big Fish Transaction") pursuant to a definitive Stock Purchase Agreement.

The Big Fish Games business and the related Big Fish Transaction meet the criteria for discontinued operation presentation. The condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of cash flows, and the notes to condensed consolidated financial statements reflect Big Fish Games as discontinued operations for all periods presented. The Company previously included both continuing and discontinued operations in our condensed consolidated statement of cash flows. The prior year results were reclassified to conform to the current period presentation.

On May 22, 2020, we entered into an agreement in principle to settle Cheryl Kater v. Churchill Downs Incorporated and Manasa Thimmegowda v. Big Fish Games, Inc. The $124.0 million settlement was paid on March 25, 2021.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			9


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The following table presents the financial results of Big Fish Games included in "loss from discontinued operations, net of tax" in the accompanying condensed consolidated statements of comprehensive income (loss):


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
Net revenue	$	—	$	—	$	—	$	—

Selling, general and administrative expense	—		—		—		1.5
Legal settlement	—		—		—		124.0
Loss from discontinued operations before benefit for income taxes	—		—		—		(125.5)
Income tax benefit	—		—		—		29.4
Loss from discontinued operations, net of tax	$	—	$	—	$	—	$	(96.1)

6. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill was $366.8 million as of September 30, 2021 and December 31, 2020. We performed our annual goodwill impairment analysis as of April 1, 2021, and no adjustment to the carrying value of goodwill was required. We assessed goodwill for impairment by performing qualitative or quantitative analyses for each reporting unit. We concluded that the fair values of our reporting units exceeded their carrying values, and therefore no impairments were identified.

In the first quarter of 2021, we realigned our segments as described in Note 1, Description of Business. This change resulted in the allocation of $4.0 million of goodwill from the Gaming segment to the TwinSpires segment based on the relative fair value approach. The Company evaluated whether an interim goodwill impairment test should be performed as a result of our segment changes. Based on this evaluation, the Company determined this event did not indicate it was more likely than not that a goodwill impairment exists.

Other intangible assets are comprised of the following:


	September 30, 2021						December 31, 2020
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets	$	31.2	$	(17.9)	$	13.3	$	31.2	$	(16.6)	$	14.6
Indefinite-lived intangible assets					336.0						336.0
Total					$	349.3					$	350.6

We performed our annual indefinite-lived intangible assets impairment analysis as of April 1, 2021. We assessed our indefinite-lived intangible assets for impairment by performing qualitative or quantitative analyses for each asset. Based on the results of these analyses, no indefinite-lived intangible asset impairments were identified in connection with our annual impairment testing.

Refer to Note 7, Asset Impairments, for information regarding intangible asset impairments recognized during the first quarter of 2020.

7. ASSET IMPAIRMENTS

During the quarter ended June 30, 2021, the Company recorded an $11.2 million non-cash impairment charge related to certain assets at Churchill Downs Racetrack included in our Live and Historical Racing segment. The impairment was due to a change in the Churchill Downs Racetrack capital plans and the Company's planned usage of these assets.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			10


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

During the quarter ended March 31, 2020, the Company evaluated whether events or circumstances changed that would indicate it is more likely than not that any of the Company's intangible assets, goodwill, or property and equipment, were impaired ("Trigger Event"), or if there were any other than temporary impairments of our equity investments. Factors considered in this evaluation included, among other things, the amount of the fair value over carrying value from the annual impairment testing performed as of April 1, 2019, changes in carrying values, changes in discount rates, and the impact of temporary property closures due to the COVID-19 global pandemic on cash flows. Based on the Company's evaluation, the Company concluded that a Trigger Event occurred related to the Presque Isle Downs and Casino ("Presque Isle") gaming rights, trademark, and the reporting unit's goodwill due to the impact and uncertainty of the COVID-19 global pandemic.

The initial fair value of Presque Isle gaming rights in the first quarter of 2019 was determined using the Greenfield Method, which is an income approach methodology that calculates the present value based on a projected cash flow stream. This method assumes that the Presque Isle gaming rights provide the opportunity to develop a casino and online wagering platform in a specified region, and that the present value of the projected cash flows are a result of the realization of advantages contained in these rights. Under this methodology, the acquirer is expected to absorb all start-up costs, as well as incur all expenses pertaining to the acquisition and / or the creation of all tangible and intangible assets. The estimated future revenue, operating expenses, start-up costs, and discount rate were the primary inputs in the valuation.

Based on the Trigger Event in 2020, the Company updated the discount rate to reflect the increased uncertainty of the cash flows and updated the projected cash flow stream. As a result, the $77.6 million carrying value of the Presque Isle gaming rights exceeded the fair value of $62.6 million, and the Company recognized an impairment of $15.0 million in first quarter of 2020 for the Presque Isle gaming rights ($12.5 million related to the Gaming segment and $2.5 million related to the TwinSpires segment).

The Presque Isle trademark was initially valued in first quarter of 2019 using the relief-from-royalty method of the income approach, which estimates the fair value of the intangible asset by discounting the fair value of the hypothetical royalty payments a market participant would be willing to pay to enjoy the benefits of the asset. The estimated future revenue, royalty rate, and discount rate were the primary inputs in the valuation of the trademark.

Based on the Trigger Event in 2020, the Company updated the discount rate to reflect the increased uncertainty of the cash flows and updated projected cash flow stream. As a result, the Company recognized an impairment of $2.5 million in the first quarter of 2020 for the Presque Isle trademark.

The fair value of the Presque Isle reporting unit's goodwill was determined under the market and income valuation approaches using inputs primarily related to discounted projected cash flows and price multiples of publicly traded comparable companies.

In accordance with Accounting Standards Codification 350, Intangibles - Goodwill and Other, the Company performed the impairment testing of the Presque Isle gaming rights and trademark prior to testing Presque Isle goodwill. Based on the Trigger Event in 2020, the Company updated the discount rate to reflect the increased uncertainty of the cash flows and updated project cash flow stream. As a result, the Company did not recognize an impairment for Presque Isle goodwill in the first quarter of 2020 because the fair value exceeded the carrying value.

8. INCOME TAXES

The Company’s effective income tax rate for the three and nine months ended September 30, 2021 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer’s compensation.

The Company’s effective income tax rate for the three and nine months ended September 30, 2020 reflect a tax benefit on a pretax loss, while the annual estimated effective tax rate for 2020 reflected tax expense on pretax income. The effective income tax rate for both periods were higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer’s compensation. The effective income tax rate for the nine months ended September 30, 2020 was also higher due to the establishment of a valuation allowance against current year state income tax losses in certain jurisdictions that don’t require combined reporting and from vesting of restricted stock compensation in excess of book deductions. The Company’s annual estimated effective tax rate for 2020 included a 14% tax benefit from a current year federal taxable loss which will be carried back to a pre-2018 tax year, reducing the effective income tax rate applied to the pretax loss for both the three and nine months ended September 30, 2020.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			11


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

9. SHAREHOLDERS’ EQUITY

On October 30, 2018, the Board of Directors of the Company approved a common stock repurchase program of up to $300.0 million ("2018 Stock Repurchase Program"). The 2018 Stock Repurchase Program was in effect until September 29, 2021 and had unused authorization of $97.9 million.

On February 1, 2021, the Company entered into an agreement (the "Stock Repurchase Agreement") with an affiliate of The Duchossois Group, Inc. ("TDG") to repurchase 1,000,000 shares of the Company’s common stock for $193.94 per share in a privately negotiated transaction for an aggregate purchase price of $193.9 million. The repurchase of shares of common stock from TDG pursuant to the Stock Repurchase Agreement was approved by the Company's Board of Directors separately from, and did not reduce the authorized amount remaining under, the existing common stock repurchase program. The Company repurchased the shares using available cash and borrowings under the Revolver (as defined in Note 11, Debt).

For the three and nine months ended September 30, 2021, we repurchased 245,132 shares under the 2018 Stock Repurchase Program at the aggregate purchase price of $49.2 million based on trade date. We repurchased 235,590 shares of our common stock under this program at an aggregate purchase price of $27.9 million based on trade date for the nine months ended September 30, 2020. There were no purchases for the three months ended September 30, 2020.

On September 29, 2021, the Board of Directors of the Company approved a common stock repurchase program of up to $500.0 million ("2021 Stock Repurchase Program"). The 2021 Stock Repurchase Program includes and is not in addition to any unspent amount remaining under the prior 2018 Stock Purchase Program 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.

We have approximately $499.2 million of repurchase authority remaining under the 2021 Stock Repurchase Program at September 30, 2021, based on trade date. We repurchased 3,178 shares of our common stock under the 2021 Stock Repurchase Program at an aggregate purchase price of $0.8 million based on trade date for the three and nine months ended September 30, 2021.

As of September 30, 2021, we had $1.5 million accrued for the future cash settlement of executed repurchases of our common stock and no accrual as of September 30, 2020.

10. STOCK-BASED COMPENSATION PLANS

We have stock-based employee compensation plans with awards outstanding under the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the "2016 Plan") and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan. Our total stock-based compensation expense, which includes expenses related to restricted stock awards, restricted stock unit awards ("RSUs"), performance share unit awards ("PSUs"), and stock options associated with our employee stock purchase plan was $7.8 million for the three months ended September 30, 2021 and $6.9 million for the three months ended September 30, 2020. Stock-based compensation expense was $20.4 million for the nine months ended September 30, 2021 and $17.3 million for the nine months ended September 30, 2020.

During the nine months ended September 30, 2021, the Company awarded RSUs to employees, RSUs and PSUs to certain named executive officers ("NEOs"), and RSUs to directors. The vesting criteria for the PSU awards granted in 2021 were based on a three-year service period with two performance conditions and a market condition related to relative total shareholder return ("TSR") consistent with prior year grants. The total compensation cost we will recognize under the PSUs is determined using the Monte Carlo valuation methodology, which factors in the value of the TSR market condition when determining the grant date fair value of the PSU. Compensation cost for each PSU is recognized during the performance and service period based on the probable achievement of the two performance criteria. The PSUs are converted into shares of our common stock at the time the PSU award value is finalized.

On February 12, 2020, the Compensation Committee of the Board of Directors offered, and the NEOs accepted, to settle the 2017 PSU Awards in cash.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			12


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

A summary of the RSUs and PSUs granted during 2021 is presented below (units in thousands):

Grant Year

Award Type

Number of Units Awarded (1)

Vesting Terms

2021

RSU

Vest equally over three service periods ending in 2024

2021

PSU

Three-year performance and service period ending in 2023

2021

RSU

One-year service period ending in 2022

(1) PSUs reflect the target number of units for the original PSU grant.

11. DEBT

Credit Agreement

On December 27, 2017, we entered into a senior secured credit agreement (as amended, the "Credit Agreement") with a syndicate of lenders. The Credit Agreement provides for a $700.0 million senior secured revolving credit facility due 2024 (the "Revolver") and a $400.0 million senior secured term loan B due 2024 (the "Term Loan B"). Included in the maximum borrowing of $700.0 million under the Revolver is a letter of credit sub facility not to exceed $50.0 million and a swing line commitment up to a maximum principal amount of $50.0 million. The Credit Agreement is collateralized by substantially all of the wholly-owned assets of the Company.

On April 28, 2020, the Company entered into a Second Amendment to the Credit Agreement (the "Second Amendment"), which (i) provided for a financial covenant relief period through the date on which the Company delivered the Company's quarterly financial statements and compliance certificate for the fiscal quarter ended June 30, 2021, subject to certain exceptions (the "Financial Covenant Relief Period"), (ii) amended the definition of "Consolidated EBITDA" in the Credit Agreement with respect to the calculation of Consolidated EBITDA for the first two fiscal quarters after the termination of the Financial Covenant Relief Period, (iii) extended certain deadlines and made certain other amendments to the Company’s financial reporting obligations, (iv) placed certain restrictions on restricted payments during the Financial Covenant Relief Period, and (v) amended the definitions of "Material Adverse Effect" and "License Revocation" in the Credit Agreement to take into consideration COVID-19.

On February 1, 2021, the Company entered into the Third Amendment to the Credit Agreement to increase the restricted payments capacity during the Financial Covenant Relief Period from $26.0 million to $226.0 million to accommodate a share repurchase from an affiliate of TDG. Refer to Note 9, Shareholders' Equity, for information regarding this transaction.

On March 17, 2021, the Company entered into the Incremental Joinder Agreement No. 1 (the "Joinder") to its Credit Agreement which provided $300.0 million in New Term Loan Commitments ("Term Loan B-1") as a new tranche of term loans under the existing Credit Agreement (as conformed to recognize the new loan), and carries a maturity date of March 17, 2028. The Term Loan B-1 bears interest at LIBOR plus 200 basis points and requires quarterly payments of 0.25% of the original $300.0 million balance. The Term Loan B-1 may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement. The Company capitalized $3.5 million of debt issuance costs associated with the Joinder which are being amortized as interest expense over the 7-year term of the Term Loan B-1.

The interest rate on the Revolver on September 30, 2021 was LIBOR plus 150 basis points based on the Revolver pricing grid in the Second Amendment and the Company's net leverage ratio as of June 30, 2021. The Term Loan B and Term Loan B-1 bear interest at LIBOR plus 200 basis points.

The Company was compliant with all applicable covenants on September 30, 2021.

2028 Senior Notes Second Supplemental Indenture

On March 17, 2021, the Company completed an offering of $200.0 million in aggregate principal amount of 4.75% Senior Unsecured Notes that mature on January 15, 2028 (the "Additional 2028 Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A that is exempt from registration under the Securities Act, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Additional 2028 Notes were offered under the indenture dated as of December 27, 2017, governing the $500.0 million aggregate principal amount of 4.75% Senior Unsecured Notes due 2028 ("Existing 2028 Notes") and form a part of the same series for purposes of the indenture. In connection with the offering, we capitalized $3.4 million of debt issuance costs which are being amortized as interest expense over the term of the Additional 2028 Notes. Upon completion of this offering, the aggregate principal amount outstanding of the Existing 2028 Notes, together with the Additional 2028 Notes (collectively the "2028 Senior Notes"), is $700.0 million.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			13


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The Additional 2028 Notes were issued at 103.25% of the principal amount, plus interest deemed to have accrued from January 15, 2021, with interest payable on January 15th and July 15th of each year, commencing on July 15, 2021. The 2028 Senior Notes will vote as one class under the indenture governing the 2028 Senior Notes. The 3.25% premium will be amortized through interest expense, net over the term of the Additional 2028 Notes.

The Company used the net proceeds from the Additional 2028 Notes and the Term Loan B-1 (i) to repay indebtedness outstanding under our Revolving Credit Facility, (ii) to fund related transaction fees and expenses and (iii) for working capital and other general corporate purposes.

The Company may redeem some or all of the Additional 2028 Notes at any time at redemption prices set forth in the 2028 Offering Memorandum.

In connection with the issuance of the Additional 2028 Notes, the Company and the 2028 Guarantors entered into a Registration Rights Agreement to register any 2028 Senior Notes under the Securities Act for resale that are not freely tradable 366 days from March 17, 2021.

12. REVENUE FROM CONTRACTS WITH CUSTOMERS

Performance Obligations

As of September 30, 2021, the Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year of an aggregate transaction price of $105.7 million. The revenue we expect to recognize on these remaining performance obligations is $0.5 million for the remainder of 2021, $37.9 million in 2022, $27.4 million in 2023, and the remainder thereafter.

As of September 30, 2021, our remaining performance obligations in segments other than Live and Historical Racing were not material.

Contract Assets and Contract Liabilities

As of September 30, 2021 and December 31, 2020, contract assets were not material.

As of September 30, 2021 and December 31, 2020, contract liabilities were $43.5 million and $53.7 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying condensed consolidated balance sheets. Contract liabilities primarily relate to the Live and Historical Racing segment and the decrease was primarily due to revenue recognized for fulfilled performance obligations. We recognized $1.2 million of revenue during the three months ended September 30, 2021, and $32.7 million of revenue during the nine months ended September 30, 2021, which was included in the contract liabilities balance at December 31, 2020. We recognized $1.7 million of revenue during the three months ended September 30, 2020 and $5.8 million of revenue during the nine months ended September 30, 2020, which was included in the contract liabilities balance at December 31, 2019.

Disaggregation of Revenue

In Note 18, Segment Information, the Company has included its disaggregated revenue disclosures as follows:

•For the Live and Historical Racing segment, revenue is disaggregated between racing facilities and HRM facilities given that our racing facilities revenues primarily revolve around live racing events while our HRM facilities revenues primarily revolve around historical racing events. This segment is also disaggregated by location given the geographic economic factors that affect the revenue of service offerings. Within the Live and Historical racing segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, and other services.

•For the TwinSpires segment, revenue is disaggregated between Horse Racing and Sports and Casino given that Horse Racing revenue is primarily related to online pari-mutuel wagering on live race events while Sports and Casino revenue relates to casino gaming service offerings. Within the TwinSpires segment, revenue is further disaggregated between live and simulcast racing, gaming, and other services.

•For the Gaming segment, revenue is disaggregated by location given the geographic economic factors that affect the revenue of Gaming service offerings. Within the Gaming segment, revenue is further disaggregated between live and simulcast racing, racing event-related services, gaming, and other services.

We believe that these disclosures depict how the amount, nature, timing, and uncertainty of cash flows are affected by economic factors.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			14


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

13. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:


(in millions)	September 30, 2021		December 31, 2020
Account wagering deposits liability	$	53.4	$	38.1
Purses payable	38.1		18.5
Accrued salaries and related benefits	28.0		19.6
Accrued interest	23.9		19.2
Other	84.0		72.4
Total	$	227.4	$	167.8

14. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates as of September 30, 2021 and December 31, 2020 primarily consisted of a 61.3% interest in Rivers Casino Des Plaines ("Rivers Des Plaines"), a 50% interest in Miami Valley Gaming and Racing ("MVG"), and other immaterial joint ventures.

Rivers Des Plaines

The ownership of Rivers Des Plaines is comprised of the following: (1) the Company owns 61.3%; (2) High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC, owns 36.0%, and (3) Casino Investors, LLC owns 2.7%. Both the Company and High Plaines have participating rights over Rivers Des Plaines, and both must consent to operating, investing and financing decisions. As a result, we account for Rivers Des Plaines using the equity method. As of September 30, 2021, the net aggregate basis difference between the Company’s investment in Rivers Des Plaines and the amounts of the underlying equity in net assets was $832.6 million.

Our investment in Rivers Des Plaines was $547.2 million and $519.0 million as of September 30, 2021 and December 31, 2020, respectively. The Company received distributions from Rivers Des Plaines of $44.5 million and $2.3 million for the nine months ended September 30, 2021 and 2020, respectively.

Miami Valley Gaming

Delaware North Companies Gaming & Entertainment Inc. ("DNC") owns the remaining 50% interest in MVG. Since both we and DNC have participating rights over MVG, and both must consent to MVG's operating, investing and financing decisions, we account for MVG using the equity method.

Our investment in MVG was $107.8 million and $110.7 million as of September 30, 2021 and December 31, 2020, respectively. The Company received distributions from MVG of $33.0 million and $10.5 million for the nine months ended September 30, 2021 and 2020, respectively.

Summarized Financial Results for our Unconsolidated Affiliates

Summarized below are the financial results for our unconsolidated affiliates.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
Net revenue	$	202.4	$	148.2	$	539.0	$	292.8

Operating and SG&A expense	115.2		86.1		310.6		194.1
Depreciation and amortization	4.4		4.3		13.1		12.6
Total operating expense	119.6		90.4		323.7		206.7
Operating income	82.8		57.8		215.3		86.1
Interest and other, net	(10.4)		(9.4)		(34.7)		(58.6)
Net income	$	72.4	$	48.4	$	180.6	$	27.5


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021
			15