SEC Filing | Churchill Downs, Inc.

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chdn-20220630

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, 2022


☐			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 13, 2022 was 37,697,846 shares.

CHURCHILL DOWNS INCORPORATED

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended June 30, 2022


	Part I-FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021	3
	Condensed Consolidated Balance Sheets at June 30, 2022 and December 31, 2021	4
	Condensed Consolidated Statements of Shareholders' Equity for the three and six months ended June 30, 2022 and 2021	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43

	Part II-OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
	Signatures	48


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
			2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per common share data)	2022		2021		2022		2021
Net revenue:
Live and Historical Racing	$	260.9	$	175.9	$	346.9	$	239.1
TwinSpires	136.8		140.8		237.1		244.3
Gaming	184.3		186.0		361.6		338.0
All Other	0.5		12.4		1.0		18.0
Total net revenue	582.5		515.1		946.6		839.4
Operating expense:
Live and Historical Racing	121.4		100.3		189.1		155.0
TwinSpires	90.2		102.1		165.1		179.6
Gaming	128.8		121.0		254.0		227.3
All Other	2.8		11.7		5.9		20.5
Selling, general and administrative expense	38.4		33.4		74.3		63.6
Asset impairments	—		11.2		4.9		11.2
Transaction expense, net	1.2		—		6.2		0.1
Total operating expense	382.8		379.7		699.5		657.3
Operating income	199.7		135.4		247.1		182.1
Other income (expense):
Interest expense, net	(35.1)		(22.0)		(56.4)		(41.4)
Equity in income of unconsolidated affiliates	40.5		36.4		73.0		61.3
Gain on Calder land sale	274.6		—		274.6		—
Miscellaneous, net	0.2		0.1		0.2		0.2
Total other income	280.2		14.5		291.4		20.1
Income from operations before provision for income taxes	479.9		149.9		538.5		202.2
Income tax provision	(140.6)		(41.6)		(157.1)		(57.8)
Net income	$	339.3	$	108.3	$	381.4	$	144.4

Net income per common share data:
Basic net income	$	8.91	$	2.80	$	9.98	$	3.72







Diluted net income	$	8.79	$	2.76	$	9.85	$	3.66

Weighted average shares outstanding:
Basic	38.1		38.7		38.2		38.8
Diluted	38.6		39.3		38.7		39.4

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


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
			3

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in millions)	June 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	310.2	$	291.3
Restricted cash	1,589.3		64.3
Accounts receivable, net	65.4		42.3
Income taxes receivable	—		66.0
Other current assets	40.0		37.6
Total current assets	2,004.9		501.5
Property and equipment, net	1,130.1		994.9
Investment in and advances to unconsolidated affiliates	658.7		663.6
Goodwill	366.8		366.8
Other intangible assets, net	352.8		348.1
Other assets	23.4		18.9
Long-term assets held for sale	82.9		87.8
Total assets	$	4,619.6	$	2,981.6

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	139.1	$	81.6
Accrued expenses and other current liabilities	282.6		231.7
Income taxes payable	87.6		0.9
Current deferred revenue	12.1		47.7
Current maturities of long-term debt	7.0		7.0
Dividends payable	—		26.1

Total current liabilities	528.4		395.0
Long-term debt, net of current maturities and loan origination fees	665.8		668.6
Notes payable, net of debt issuance costs	2,488.5		1,292.4
Non-current deferred revenue	10.9		13.3
Deferred income taxes	273.3		252.9
Other liabilities	49.8		52.6
Total liabilities	4,016.7		2,674.8
Commitments and contingencies
Shareholders' equity:
Preferred stock	—		—
Common stock	—		—
Retained earnings	603.8		307.7
Accumulated other comprehensive loss	(0.9)		(0.9)
Total shareholders' equity	602.9		306.8
Total liabilities and shareholders' equity	$	4,619.6	$	2,981.6

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


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
			4

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)



	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
(in millions, except per common share data)	Shares	Amount
Balance, December 31, 2021	38.1	$	—	$	307.7	$	(0.9)	$	306.8
Net income				42.1				42.1
Issuance of common stock	0.1							—
Repurchase of common stock	(0.1)	(7.0)		(18.0)				(25.0)
Taxes paid related to net share settlement of stock awards	(0.1)			(13.1)				(13.1)
Stock-based compensation		7.0						7.0
Balance, March 31, 2022	38.0	—		318.7		(0.9)		317.8
Net income				339.3				339.3

Repurchase of common stock	(0.3)	(7.4)		(54.1)				(61.5)
Taxes paid related to net share settlement of stock awards	—			(0.1)				(0.1)
Stock-based compensation		7.4						7.4
Balance, June 30, 2022	37.7	$	—	$	603.8	$	(0.9)	$	602.9


	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss		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

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


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
			5

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
(in millions)	2022		2021
Cash flows from operating activities:
Net income	$	381.4	$	144.4


Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	51.2		52.0
Distributions from unconsolidated affiliates	77.9		47.5
Equity in income of unconsolidated affiliates	(73.0)		(61.3)
Stock-based compensation	14.4		12.6
Deferred income taxes	20.4		7.4
Asset impairments	4.9		11.2
Amortization of operating lease assets	2.7		2.7
Gain on Calder land sale	(274.6)		—

Other	2.9		3.1
Changes in operating assets and liabilities:
Income taxes	154.0		39.5
Deferred revenue	(37.9)		(12.6)
Other assets and liabilities	56.5		87.8
Net cash provided by operating activities	380.8		334.3
Cash flows from investing activities:
Capital maintenance expenditures	(23.0)		(13.7)
Capital project expenditures	(144.1)		(15.9)



Proceeds from Calder land sale	279.0		—
Other	(7.3)		(0.9)
Net cash provided by (used in) investing activities	104.6		(30.5)
Cash flows from financing activities:
Proceeds from borrowings under long-term debt obligations	1,200.0		780.8
Repayments of borrowings under long-term debt obligations	(3.5)		(427.4)
Payment of dividends	(25.7)		(24.8)
Repurchase of common stock	(84.5)		(193.9)

Taxes paid related to net share settlement of stock awards	(13.2)		(12.6)
Debt issuance costs	(11.4)		(6.8)
Change in bank overdraft	(3.0)		(6.1)
Other	(0.2)		1.4
Net cash provided by financing activities	1,058.5		110.6
Cash flows from discontinued operations:
Operating activities of discontinued operations	—		(124.0)
Net increase in cash, cash equivalents and restricted cash	1,543.9		290.4
Cash, cash equivalents and restricted cash, beginning of period	355.6		121.0
Cash, cash equivalents and restricted cash, end of period	$	1,899.5	$	411.4

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


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
			6

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)


	Six Months Ended June 30,
(in millions)	2022		2021
Supplemental disclosures of cash flow information:
Cash paid for interest	$	42.4	$	35.9
Cash paid for income taxes	15.9		10.4
Cash received from income tax refunds	33.1		—
Schedule of non-cash operating, investing and financing activities:
Property and equipment additions included in accounts payable and accrued expenses	$	32.5	$	5.0
Debt issuance costs included in accrued expense and other current liabilities	1.8		—
Right-of-use assets obtained in exchange for lease obligations in operating leases	0.9		9.2
Repurchase of common stock included in accrued expense and other current liabilities	2.0		—

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


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
			7


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

1. DESCRIPTION OF BUSINESS

Basis of Presentation

Churchill Downs Incorporated (the "Company") 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, 2021 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, 2021.

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.

Segments

During the first quarter of 2022, 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 chief operating decision maker decided to include the results of our United Tote business in the TwinSpires segment as we evolve our strategy to integrate the United Tote offering with TwinSpires Horse Racing, which we believe will create additional business to business revenue opportunities. Results of our United Tote business were previously included in our All Other segment. The prior year results were reclassified to conform to this presentation.

Calder Land Sale

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. We will continue to monitor for new developments related to the pandemic and assess these developments to maintain continuity in our operations.

Exit of the Direct Online Sports and Casino Business

On February 24, 2022 the Company announced plans to exit the direct online sports and casino business. The Company will maintain its retail Sports operations and pursue monetization of its online market access licenses.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements - Effective in 2022 or Thereafter

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 simplifies 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.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
			8


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

3. 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"). Two OTBs remain closed.

The Company carries property and casualty insurance, as well as business interruption insurance subject to certain deductibles. During the six months ended June 30, 2022, the Company incurred $2.3 million of operating expenses related to ongoing recovery and maintenance efforts and received $3.1 million from our insurance carriers. Through June 30, 2022, the Company has received $5.8 million in insurance recoveries from our insurance carriers and has an insurance recovery receivable of $1.8 million as of June 30, 2022. 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.

4. CALDER LAND SALE

On June 17, 2022, the Company closed on the previously announced sale of 115.7 acres of excess land near Calder Casino for $291.0 million (or approximately $2.5 million per acre) to Link Logistics, a Blackstone portfolio company. The Company received cash proceeds of $279.0 which was net of $12.0 million of transaction costs. We recognized a gain of $274.6 million on the sale of the land, which is included in other income (expense) in the accompanying Condensed Consolidated Statements of Comprehensive Income. The gain consisted of cash proceeds of $279.0 million offset by the carrying value of the assets sold of $4.4 million.

The Company is planning on using certain proceeds of the sale to purchase property as part of the previously announced Peninsula Pacific Entertainment LLC ("P2E") acquisition and to invest in other replacement properties that qualify as Internal Revenue Code §1031 transactions to defer the federal income tax on the gain on the Calder land sale. The Company has identified two reverse like-kind transactions for property acquired prior to the sale of the Calder land and a forward like-kind exchange transaction to acquire additional property for the Internal Revenue Code §1031 transactions.

The Company is utilizing a qualified intermediary to facilitate these transactions. The proceeds from the sale have been transferred to the qualified intermediary and are classified as restricted cash on the Condensed Consolidated Balance Sheet. The funds will remain with the qualified intermediary and will be released: (i) if the funds are utilized as part of a like-kind exchange agreement, (ii) if the Company does not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the allowable time period.

The Company has completed one reverse like-kind exchange in June 2022 involving our $9.9 million investment in real property for the Derby City Gaming Downtown facility in Louisville, Kentucky.

The second reverse like-kind exchange will involve our investment in real property for the Queen of Terre Haute Casino Resort ("Queen of Terre Haute") property in Terre Haute, Indiana. An exchange accommodation titleholder (“EAT”), a type of variable interest entity, was used to facilitate this reverse like-kind exchange. As of June 30, 2022, $10.0 million had been invested in real property for the Queen of Terre Haute which will be held by the EAT until the exchange transaction is complete. The Company determined that it is the primary beneficiary of the EAT, thus the property held by the EAT has been consolidated and recorded in property and equipment, net on the Condensed Consolidated Balance Sheet. The Company plans to make additional investments in real property for the Queen of Terre Haute and expects to complete this reverse like-kind exchange in fourth quarter 2022.

The Company is planning on utilizing the remainder of the proceeds from the Calder sale to execute a forward like-kind exchange transaction by purchasing property as part of the previously announced acquisition of P2E. The Company anticipates closing the P2E acquisition prior to the end of 2022. If the acquisition of replacement property is not completed within 180 days of the Calder land sale, the proceeds will be distributed to the Company by the qualified intermediary and reclassified as available cash, and all applicable income taxes will be assessed on the remaining gain that was not deferred by acquiring replacement property.

As of June 30, 2022, the Company recorded $77.9 million in current income taxes payable related to the Calder land sale. Upon completion of the P2E acquisition, the current tax liability will be reclassified as a deferred tax liability on the Condensed Consolidated Balance Sheet.

As of December 31, 2021, the assets sold as part of the Calder sale were classified as held for sale on the accompanying Condensed Consolidated Balance Sheets. Calder's operations and assets are included in the Gaming segment in our consolidated results.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
			9


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

5. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

Discontinued Operations

On January 9, 2018, the Company completed the sale of its mobile gaming subsidiary, Big Fish Games, Inc. ("Big Fish Games"). The Big Fish Games business met the criteria for discontinued operation presentation. The Condensed Consolidated Statements of Cash Flows reflect Big Fish Games as discontinued operations for all periods presented. The Company previously reported combined continuing and discontinued operations in our Condensed Consolidated Statement of Cash Flows. The Company now separates continuing from 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.

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"), 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 and the Company anticipates closing the sale of the Arlington Property in the first quarter of 2023.

The Company has classified certain assets of Arlington International Racecourse ("Arlington") as held for sale totaling $82.9 million as of June 30, 2022 and $81.5 million as of December 31, 2021, on the accompanying Condensed Consolidated Balance Sheets. Arlington’s operations and assets are included in All Other in our consolidated results.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill was $366.8 million as of June 30, 2022 and December 31, 2021. We performed our annual goodwill impairment analysis as of April 1, 2022, 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.

Other intangible assets are comprised of the following:


	June 30, 2022						December 31, 2021
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets	$	31.2	$	(19.2)	$	12.0	$	31.2	$	(19.1)	$	12.1
Indefinite-lived intangible assets					340.8						336.0
Total					$	352.8					$	348.1

During the first quarter of 2022 we established an indefinite-lived intangible asset of $5.0 million for gaming rights in Indiana associated with the planned development of the Queen of Terre Haute Casino Resort.

We performed our annual indefinite-lived intangible assets impairment analysis as of April 1, 2022. 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.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
			10


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

7. ASSET IMPAIRMENTS

On February 24, 2022, the Company announced plans to exit the direct online sports and casino business. The Company will maintain its retail Sports operations and pursue monetization of its online market access licenses. During the quarter ended March 31, 2022, the Company evaluated whether this planned exit would indicate it is more likely than not that any of the Company’s intangible assets, long-lived assets, current assets or property and equipment, were impaired (“Trigger Event”). Based on the Company’s evaluation, the Company concluded that a Trigger Event occurred related to certain TwinSpires assets. As a result, the Company recorded a $4.9 million non-cash impairment charge related to certain assets in the TwinSpires segment.

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.

8. INCOME TAXES

The Company’s effective income tax rate for the three and six months ended June 30, 2022 and June 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.

9. SHAREHOLDERS’ EQUITY

Stock Repurchase Programs

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 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 Repurchase 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 had approximately $359.1 million of repurchase authority remaining under the 2021 Stock Repurchase Program at June 30, 2022, based on trade date.

We repurchased the following shares under the 2021 Stock Repurchase Program:


	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except share data)	2022			2021			2022			2021
Repurchase Program	Shares	Aggregate Purchase Price		Shares	Aggregate Purchase Price		Shares	Aggregate Purchase Price		Shares	Aggregate Purchase Price
2021 Stock Repurchase Program	321,554	$	61.5	—	$	—	438,417	$	86.5	—	$	—

As of June 30, 2022, we had $2.0 million accrued for the future cash settlement of executed repurchases of our common stock and no accrual as of June 30, 2021.

The Duchossois Group Share Repurchase

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.

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


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

stock awards, restricted stock unit awards ("RSUs"), performance share unit awards, and stock options associated with our employee stock purchase plan was $7.4 million for the three months ended June 30, 2022 and $7.1 million for the three months ended June 30, 2021. Stock-based compensation was $14.4 million for the six months ended June 30, 2022 and $12.6 million for the six months ended June 30, 2021.

During the six months ended June 30, 2022, the Company awarded RSUs to employees and certain named executive officers ("NEOs").

A summary of the RSUs granted during 2022 is presented below (units in thousands):

Grant Year

Award Type

Number of Units Awarded

Vesting Terms

2022

RSU

Vest equally over three service periods ending in 2025

2022

RSU

One year service period ending in 2023

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 provided 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 was 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 the 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.

On April 13, 2022, the Company entered into the Fourth Amendment to the Credit Agreement (the "Fourth Amendment") to extend the maturity date of its existing revolving credit facility to April 13, 2027, to increase the commitments under the existing revolving credit facility from $700.0 million to $1.2 billion, and to increase the swing line commitment from $50.0 million to $100.0 million. The Fourth Amendment also provides for a senior secured Delayed Draw Term Loan A credit facility due April 13, 2027 in the amount of $800.0 million which is part of the financing for the proposed acquisition by the Company of substantially all of the assets of P2E. The Company capitalized $2.8 million of debt issuance costs associated with the Revolver commitment increase and $5.7 million of debt issuance costs associated with the Delayed Draw Term Loan A which are being amortized as interest expense over the 5-year term.

The Revolver and Delayed Draw Term Loan A bear interest at SOFR plus 10 basis points, plus a variable applicable margin which is determined by the Company's net leverage ratio. As of June 30, 2022, that applicable margin was 137.5 basis points


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

which was based on the pricing grid in the Fourth Amendment to the Credit Agreement. 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 June 30, 2022.

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.

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.

2030 Senior Notes

On April 13, 2022, CDI Escrow Issuer, Inc. (the "Escrow Issuer"), a wholly owned subsidiary of the Company, completed an offering of $1.2 billion in aggregate principal amount of 5.75% Senior Unsecured Notes that mature on April 13, 2030 (the "2030 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 offering of the 2030 Notes is part of the financing for the P2E acquisition. The proceeds of the offering were placed in escrow pending satisfaction of certain conditions, including, without limitation, the consummation of the P2E acquisition. In connection with the offering, we capitalized $4.7 million of debt issuance costs which are being amortized as interest expense over the term of the 2030 Notes. Upon completion of this offering, the aggregate principal amount outstanding in escrow of the 2030 Notes is $1.2 billion. The cash held in escrow is invested in money market accounts and included in restricted cash in the Condensed Consolidated Balance Sheet.

The 2030 Notes were issued at 100% of the principal amount, plus interest deemed to have accrued from April 13, 2022, with interest payable in arrears on April 1 and October 1 of each year, commencing on October 1, 2022. The 2030 Notes will vote as one class under the indenture governing the 2030 Senior Notes.

The Escrow Issuer may redeem some or all of the 2030 Notes at any time prior to April 1, 2025, at redemption prices set forth in the 2030 Offering Memorandum.

In connection with the issuance of the 2030 Notes, the Escrow Issuer and the guarantors of the 2030 Notes entered into a Registration Rights Agreement to register any 2030 Notes under the Securities Act for resale that are not freely tradable 366 days from April 13, 2022.

12. REVENUE FROM CONTRACTS WITH CUSTOMERS

Performance Obligations

As of June 30, 2022, our Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year relating to television rights, sponsorships, personal seat licenses, and admissions, with an


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

aggregate transaction price of $74.2 million. The revenue we expect to recognize on these remaining performance obligations is $1.1 million for the remainder of 2022, $30.5 million in 2023, $22.0 million in 2024, and the remainder thereafter.

As of June 30, 2022, our remaining performance obligations on contracts with a duration greater than one year in segments other than Live and Historical Racing were not material.

Contract Assets and Contract Liabilities

As of June 30, 2022 and December 31, 2021, contract assets were not material.

As of June 30, 2022 and December 31, 2021, contract liabilities were $27.7 million and $64.9 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 $43.6 million of revenue during the three months ended June 30, 2022 and $46.8 million of revenue during the six months ended June 30, 2022, which was included in the contract liabilities balance at December 31, 2021. We recognized $28.9 million of revenue during the three months ended June 30, 2021 and $31.5 million of revenue during the six months ended June 30, 2021, which was included in the contract liabilities balance at December 31, 2020.

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, historical 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.

13. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:


(in millions)	June 30, 2022		December 31, 2021
Account wagering deposits liability	$	65.9	$	47.5
Purses payable	38.9		28.6
Accrued salaries and related benefits	25.3		39.9
Accrued interest	38.8		23.9
Other	113.7		91.8
Total	$	282.6	$	231.7

14. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates as of June 30, 2022 and December 31, 2021 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.


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

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 June 30, 2022, 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 $831.8 million.

Our investment in Rivers Des Plaines was $547.3 million and $554.8 million as of June 30, 2022 and December 31, 2021, respectively. The Company received distributions from Rivers Des Plaines of $61.3 million and $25.3 million for the six months ended June 30, 2022 and 2021, 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 $111.3 million and $108.7 million as of June 30, 2022 and December 31, 2021, respectively. The Company received distributions from MVG of $16.5 million and $22.0 million for the six months ended June 30, 2022 and 2021, respectively.

Summarized Financial Results for our Unconsolidated Affiliates

Summarized below are the financial results for our unconsolidated affiliates.


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2022		2021		2022		2021
Net revenue	$	214.6	$	197.9	$	391.8	$	336.6

Operating and SG&A expense	130.7		109.8		248.9		195.4
Depreciation and amortization	6.3		4.4		11.6		8.7
Total operating expense	137.0		114.2		260.5		204.1
Operating income	77.6		83.7		131.3		132.5
Interest and other, net	(7.3)		(19.7)		(3.2)		(24.3)
Net income	$	70.3	$	64.0	$	128.1	$	108.2


(in millions)	June 30, 2022		December 31, 2021
Assets
Current assets	$	88.4	$	96.0
Property and equipment, net	349.0		312.3
Other assets, net	263.6		264.1
Total assets	$	701.0	$	672.4
Liabilities and Members' Deficit
Current liabilities	$	109.8	$	95.3
Long-term debt	827.8		786.9
Other liabilities	—		20.6
Members' deficit	(236.6)		(230.4)
Total liabilities and members' deficit	$	701.0	$	672.4

15. FAIR VALUE OF ASSETS AND LIABILITIES

We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate.


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

Restricted Cash

Our restricted cash accounts held in money market and interest-bearing accounts qualify for Level 1 in the fair value hierarchy, which includes unadjusted quoted market prices in active markets for identical assets.

Debt

The fair value of the Company’s 2030 Senior Notes, 2028 Senior Notes, and 5.50% Senior Notes due 2027 (the "2027 Senior Notes") are estimated based on unadjusted quoted prices for identical or similar liabilities in markets that are not active and as such are Level 2 measurements. The fair values of the Company's Term Loan B, Term Loan B-1, and Revolver under the Credit Agreement approximate the gross carrying value of the variable rate debt and as such are Level 2 measurements.

The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows:


	June 30, 2022
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Restricted cash	$	1,589.3	$	1,589.3	$	1,589.3	$	—	$	—
Financial liabilities:
Term Loan B	$	380.0	$	382.0	$	—	$	382.0	$	—
Term Loan B-1	292.8		296.3		—		296.3		—
2027 Senior Notes	594.8		565.5		—		565.5		—
2028 Senior Notes	698.3		622.3		—		622.3		—

2030 Senior Notes	1,195.4		1,102.4		—		1,102.4		—

	December 31, 2021
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Restricted cash	$	64.3	$	64.3	$	64.3	$	—	$	—
Financial liabilities:
Term Loan B	$	381.6	$	384.0	$	—	$	384.0	$	—
Term Loan B-1	294.0		297.8