SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
( ) 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 0-1469
CHURCHILL DOWNS INCORPORATED
(Exact name of registrant as specified in its charter)
Kentucky 61-0156015
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
700 Central Avenue, Louisville, KY 40208
(Address of principal executive offices)
(Zip Code)
(502) 636-4400
(Registrant's telephone number, including area code)
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 X No____
The number of shares outstanding of registrant's common stock at December 1,
1999 was 9,853,627 shares.
1
CHURCHILL DOWNS INCORPORATED
I N D E X
PART I. FINANCIAL INFORMATION PAGES
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets, September 30, 1999, 3
December 31, 1998 and September 30, 1998
Condensed Consolidated Statements of Earnings for the nine 4
and three months ended September 30, 1999 and 1998
Condensed Consolidated Statements of Cash Flows for the nine 5
months ended September 30, 1999 and 1998
Condensed Notes to Consolidated Financial Statements 6-12
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 13
Signatures 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31, September 30,
ASSETS 1999 1998 1998
Current assets:
Cash and cash equivalents $ 27,935,299 $ 6,379,686 $ 8,130,380
Accounts receivable 14,812,135 11,968,114 10,925,891
Other current assets 3,110,220 1,049,084 564,286
------------ ------------ ------------
Total current assets 45,857,654 19,396,884 19,620,557
Other assets 6,167,279 3,796,292 4,202,289
Plant and equipment, net 275,630,759 83,088,204 83,949,445
Intangible assets, net 61,899,268 8,369,395 9,636,961
------------ ------------ ------------
$389,554,960 $114,650,775 $117,409,252
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 14,671,367 $ 6,380,785 $ 10,312,702
Accrued expenses 21,172,818 8,247,945 8,596,301
Dividends payable - 3,762,521 -
Income taxes payable 1,529,022 257,588 2,310,085
Deferred revenue 3,093,814 8,412,552 5,647,027
Long-term debt, current portion 465,321 126,812 128,404
------------ ------------ ------------
Total current liabilities 40,932,342 27,188,203 26,994,519
Long-term debt, due after one year 186,103,789 13,538,027 9,543,201
Other liabilities 6,709,702 1,755,760 3,126,132
Deferred income taxes 15,937,932 6,937,797 8,000,643
Shareholders' equity:
Preferred stock, no par value;
authorized, 250,000 shares;
issued, none - - -
Common stock, no par value;
authorized, 50,000,000 shares,
issued 9,853,627 shares,
September 30, 1999,7,525,041
shares, December 31, 1998
and September 30, 1998 71,633,498 8,926,975 8,926,975
Retained earnings 68,446,412 56,598,957 61,141,469
Deferred compensation costs (143,715) (229,944) (258,687)
Note receivable for common stock (65,000) (65,000) (65,000)
------------ ------------ ------------
139,871,195 65,230,988 69,744,757
------------ ------------ ------------
$389,554,960 $114,650,775 $117,409,252
============ ============ ============
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
for the nine and three months ended September 30, 1999 and 1998
(Unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
1999 1998 1999 1998
Net revenues $164,878,881 $116,058,759 $63,076,130 $33,299,256
Operating expenses 128,787,641 88,884,904 53,967,962 30,548,256
------------ ------------ ----------- -----------
Gross profit 36,091,240 27,173,855 9,108,168 2,751,000
Selling, general and
administrative expenses 12,362,704 8,739,883 5,473,203 3,767,288
------------ ------------ ----------- -----------
Operating income (loss) 23,728,536 18,433,972 3,634,965 (1,016,288)
------------ ------------ ----------- -----------
Other income (expense):
Interest income 566,410 449,543 204,177 87,238
Interest expense (4,162,041) (646,521) (1,953,209) (241,224)
Miscellaneous, net 293,742 261,545 168,717 95,359
------------ ------------ ----------- -----------
(3,301,889) 64,567 (1,580,315) (58,627)
------------ ------------ ----------- -----------
Earnings (loss) before income
tax provision 20,426,647 18,498,539 2,054,650 (1,074,915)
------------ ------------ ----------- -----------
Federal and state income tax
(provision) benefit (8,579,192) (7,200,000) (862,953) 420,000
------------ ------------ ----------- -----------
Net earnings (loss) $ 11,847,455 $ 11,298,539 $ 1,191,697 $ (654,915)
============ ============ =========== ===========
Net earnings (loss) per share:
Basic $1.45 $1.52 $.13 $(.09)
Diluted $1.43 $1.51 $.12 $(.09)
Weighted average shares
outstanding:
Basic 8,175,473 7,438,159 9,455,127 7,522,309
Diluted 8,296,761 7,496,524 9,552,088 7,522,309
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1999 and 1998
(Unaudited)
Nine Months Ended September, 30
1999 1998
Cash flows from operating activities:
Net earnings $ 11,847,455 $11,298,539
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 7,724,316 3,972,359
Deferred compensation 212,567 126,759
Deferred income taxes (144,918) -
Increase (decrease) in cash resulting from
changes in operating assets and liabilities:
Accounts receivable (2,181,633) 804,593
Other current assets (1,478,667) 102,204
Accounts payable 7,997,542 3,448,408
Accrued expenses 8,503,278 (950,785)
Income taxes payable 1,271,434 2,123,443
Deferred revenue (5,318,738) (5,454,981)
Other assets and liabilities 2,863,755 95,609
------------ -------------
Net cash provided by operating activities 31,296,391 15,566,148
------------ -------------
Cash flows from investing activities:
Additions to plant and equipment, net (10,340,396) (2,809,648)
Acquisition of business, net of cash acquired (227,857,146) (17,232,849)
------------ -------------
Net cash used in investing activities (238,197,542) (20,042,497)
------------ -------------
Cash flows from financing activities:
Decrease in long-term debt, net (1,176,074) (133,398)
Borrowings on bank line of credit 267,000,000 17,000,000
Repayments of bank line of credit (95,000,000) (10,000,000)
Payment of loan origination costs (2,862,580) -
Dividends paid (3,762,521) (3,658,468)
Contribution by minority interest in subsidiary 1,551,416 -
Common stock issued 62,706,523 118,362
------------ -------------
Net cash provided by financing activities 228,456,764 3,326,496
------------ -------------
Net increase (decrease) in cash and cash equivalents 21,555,613 (1,149,853)
Cash and cash equivalents, beginning of period 6,379,686 9,280,233
------------ -------------
Cash and cash equivalents, end of period $ 27,935,299 $ 8,130,380
============ =============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $3,031,609 $451,377
Income taxes $7,996,146 $4,919,540
Noncash investing and financing activities:
Accrued acquisition costs related
to Hollywood Park $1,704,675 -
Issuance of common stock related to
the acquisition of RCA - $4,850,000
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for the nine months ended September 30, 1999 and 1998
(Unaudited)
1. Basis of Presentation
The accompanying condensed consolidated financial statements are
presented in accordance with the requirements of Form 10-Q and
consequently do not include all of the disclosures normally required by
generally accepted accounting principles or those normally made in
Churchill Downs Incorporated's (the "Company") annual report on Form
10-K. The year end condensed consolidated balance sheet data was derived
from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. Accordingly, the
reader of this Form 10-Q may wish to refer to the Company's Form 10-K
for the period ended December 31, 1998 for further information. The
accompanying condensed consolidated financial statements have been
prepared in accordance with the registrant's customary accounting
practices and have not been audited. Certain prior period financial
statement amounts have been reclassified to conform to the current
period presentation. In the opinion of management, all adjustments
necessary for a fair presentation of this information have been made and
all such adjustments are of a normal recurring nature.
Because of the seasonal nature of the Company's business, revenues and
operating results for any interim quarter are not indicative of the
revenues and operating results for the year and are not necessarily
comparable with results for the corresponding period of the previous
year. The accompanying condensed consolidated financial statements
reflect a disproportionate share of annual net earnings as the Company
normally earns a substantial portion of its net earnings in the second
quarter of each year during which the Kentucky Derby and Kentucky Oaks
are run. The Kentucky Derby and Kentucky Oaks are run on the first
weekend in May.
2. Interest Rate Swaps
The Company utilizes interest rate swap contracts to hedge exposure to
interest rate fluctuations on its variable rate debt. The differential
between the fixed interest rate paid and the variable interest rate
received under the interest rate swap contracts is recognized as an
adjustment to interest expense in the period in which the differential
occurs. Differential amounts incurred under the interest rate swap
contracts but not settled in cash at the end of a reporting period are
recorded as receivables or payables in the balance sheet. Any gains or
losses realized on the early termination of interest rate swap contracts
are deferred and amortized as an adjustment to interest expense over the
remaining term of the underlying debt instrument.
3. Long-Term Debt
On April 23, 1999, the Company increased its line of credit to $250
million under a new revolving loan facility through a syndicate of banks
headed by its principal lender to meet working capital and other
short-term requirements and to provide funding for acquisitions. This
credit facility replaced a $100 million line of credit obtained during
the third quarter of 1998. The interest rate on the borrowing is based
upon LIBOR plus 75 to 250 additional basis points, which is determined
6
CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for the nine months ended September 30, 1999 and 1998 (continued)
(Unaudited)
3. Long-Term Debt (cont'd)
by certain Company financial ratios. There was $183.0 million
outstanding on the line of credit at September 30, 1999 compared to
$11.0 million outstanding at December 31, 1998 and $7.0 million
outstanding at September 30, 1998 under previous lines of credit. The
line of credit is secured by substantially all of the assets of the
Company and its wholly owned subsidiaries, and matures in 2004.
During the third quarter of 1999 we entered into interest rate swap
contracts with a major financial institution which have termination
dates through August 31, 2000. Under the terms of the contracts we
receive a LIBOR based variable interest rate and pay a fixed interest
rate of 5.89% and 5.92% on notional amounts of $35.0 and $70.0 million,
respectively. The variable interest rate paid on the contracts is
determined based on LIBOR on the last day of each month, which is
consistent with the variable rate determination on the underlying debt.
4. Common Stock Issuance
On July 20, 1999 the Company issued 2,300,000 shares of the Company's
common stock at a price of $29 per share. The total proceeds net of
offering expenses were $62.1 million, and were used for the repayment of
bank borrowings.
5. Acquisitions
On September 10, 1999, the Company acquired the assets of the Hollywood
Park Race Track and the Hollywood Park Casino in Inglewood, California,
including approximately 240 acres of land upon which the racetrack and
casino are located, for a purchase price of $140.0 million plus
approximately $2.5 million in transaction costs. The Company leases the
Hollywood Park Casino to the seller under a ten-year lease with one
ten-year renewal option. The lease provides for annual rent of $3.0
million, subject to adjustment during the renewal period. The entire
purchase price of $142.5 million was allocated to the acquired assets
and liabilities based on their fair values on the acquisition date. The
acquisition was accounted for by the Company as an asset purchase and,
accordingly, the financial position and results of operations of
Hollywood Park Race Track have been included in the Company's
consolidated financial statements since the date of acquisition. The
allocation of the purchase price is preliminary and may require
adjustment in the Company's future financial statements based on a final
determination of the fair value of assets assumed in the acquisition.
On April 23, 1999, the Company acquired all of the outstanding stock of
Calder Race Course, Inc. and Tropical Park, Inc. from KE Acquisition
Corp. for a purchase price of $86 million cash plus a closing net
working capital adjustment of approximately $2.9 million cash and $0.6
million in transaction costs. The purchase included Calder Race Course
in Miami and the licenses held by Calder Race Course, Inc. and Tropical
Park, Inc. to conduct horse racing at Calder Race Course. Calder Race
Course, one of four Thoroughbred tracks in Florida, offers live racing
and simulcast- only days during two consecutive race meets, which run
from late May through early January. The purchase price, plus additional
costs, of $89.5 million was allocated to the acquired assets and
liabilities based on their fair values on the acquisition date with the
excess of $48.7 million being recorded as goodwill, which is being
amortized over 40 years. The acquisition was accounted for by the
Company under the purchase method of accounting and, accordingly, the
financial position
7
CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for the nine months ended September 30, 1999 and 1998
(Unaudited)
5. Acquisitions (cont'd)
and results of operations of Calder Race Course, Inc. and Tropical Park,
Inc. have been included in the Company's consolidated financial
statements since the date of acquisition. The allocation of the purchase
price is preliminary and may require adjustment in the Company's future
financial statements based on a final determination of liabilities
assumed in the acquisition.
On April 21, 1998, the Company acquired from TVI Corp. ("TVI") all of
the outstanding stock of Racing Corporation of America ("RCA") for a
purchase price of $22.6 million, which includes transaction costs of
$0.6 million. The acquisition was accounted for by the Company under the
purchase method of accounting and, accordingly, the results of
operations of RCA subsequent to April 20, 1998, are included in the
Company's consolidated results of operations.
Following are the unaudited pro forma results of operations as if the
September 10, 1999 acquisition of Hollywood Park Race Track, the
July 20, 1999 stock issuance, the April 23, 1999 acquisition of Calder
Race Course and the April 21, 1998 acquisition of RCA had occurred on
January 1, 1998 (in thousands, except per share and share amounts):
Nine Months Ended Nine Months Ended
September 30, 1999 September 30, 1998
Net revenues $241,820 $226,693
Net earnings $14,956 $12,272
Earnings per common share:
Basic $1.52 $1.25
Diluted $1.50 $1.24
Weighted average shares
Basic 9,826,729 9,798,433
Diluted 9,948,017 9,856,798
This unaudited pro forma financial information is not necessarily
indicative of the operating results that would have occurred had the
transactions been consummated as of January 1, 1998, nor is it
necessarily indicative of future operating results.
8
CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for the nine months ended September 30, 1999 and 1998
(Unaudited)
5. Acquisitions (cont'd)
On January 13, 1999, the Company acquired a 60% interest in Charlson
Broadcast Technologies, LLC ("CBT") for $3.1 million and made an
additional equity contribution to CBT in the amount of $2.3 million.
CBT's total assets and liabilities were $2.1 million and $2.2 million,
respectively, on the date of acquisition. The purchase price was
allocated to the fair value of net assets acquired, with the excess of
$3.2 million being amortized over periods of 5 and 20 years based on the
nature of the intangibles acquired. The acquisition was accounted for by
the Company under the purchase method of accounting and, accordingly,
the financial position and results of operations have been included in
the Company's consolidated financial statements since the date of
acquisition.
6. Earnings Per Share
The following is a reconciliation of the numerator and denominator of
the basic and diluted per share computations:
Nine months Three months
ended September 30, ended September 30,
1999 1998 1999 1998
Earnings (loss) (numerator) amounts
used for basic and diluted per share
computations: $11,847,455 $11,298,539 $1,191,697 $(654,915)
----------- ----------- ---------- ---------
Weighted average shares (denominator) of
common stock outstanding per share:
Basic 8,175,473 7,438,159 9,455,127 7,522,309
Plus dilutive effect of outstanding
stock options 121,288 58,365 96,961 -
--------- --------- --------- ---------
Diluted 8,296,761 7,496,524 9,552,088 7,522,309
Basic net earnings (loss) per share $1.45 $1.52 $.13 (.09)
Diluted net earnings per share $1.43 $1.51 $.12 (.09)
Options to purchase 69,266 shares for the three months and nine months
ended September 30, 1999 were not included in the computation of diluted
net earnings per common share because the options' exercise prices were
greater than the average market price of the common share. In addition,
options to purchase 426,532 shares for the three months ended September
30, 1998 are excluded from the computation of diluted net earnings
(loss) per common share since their effect is antidilutive because of
the net loss for the period.
9
CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for the nine months ended September 30, 1999 and 1998
(Unaudited)
7. Segment Information
The Company has adopted SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information." The Company has determined that it
currently operates in the following six segments: (1) Churchill Downs
racetrack, the Louisville Sports Spectrum simulcast facility and
Churchill Downs corporate expenses (2) Hollywood Park Race Track (3)
Calder Race Course (4) Ellis Park racetrack and its on-site simulcast
facility, (5) Hoosier Park racetrack and its on-site simulcast facility
and the other three Indiana simulcast facilities and (6) Other
operations, including Kentucky Horse Center, CBT and the Company's
investments in various equity interests in the net income of equity
method investees, which are not material. Eliminations include the
elimination of management fees and other intersegment transactions.
Most of the Company's revenues are generated from commissions on
pari-mutuel wagering at the Company's racetracks and simulcast wagering
facilities, plus Indiana riverboat admissions revenue, simulcast fees,
admissions and concessions revenue and other sources.
The accounting policies of the segments are the same as those described
in the "Summary of Significant Accounting Policies" in the Company's
annual report to stockholders for the year ended December 31, 1998.
EBITDA should not be considered as an alternative to, or more meaningful
than, net income (as determined in accordance with GAAP) as a measure of
our operating results of cash flows (as determined in accordance with
GAAP) or as a measure of our liquidity.
10
CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
for the nine months ended September 30, 1999 and 1998
(Unaudited)
7. Segment Information (cont'd)
The table below presents information about reported segments for the nine months
and three months ended September 30, 1999 and 1998 ($ in thousands):
Nine Months Three Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
Net revenues:
Churchill Downs $ 66,653 $ 64,712 $ 5,520 $ 5,483
including corporate
expenses
Hollywood Park 1,117 - 1,117 -
Calder Race Course 39,053 - 27,352 -
Hoosier Park 37,514 34,540 13,256 12,648
Ellis Park 18,491 16,039 15,528 14,741
Other Operations 4,378 1,677 1,667 730
-------- -------- ------- -------
167,206 116,968 64,440 33,602
Eliminations (2,327) (909) (1,364) (303)
-------- -------- ------- -------
$164,879 $116,059 $63,076 $33,299
======== ======== ======= =======
EBITDA:
Churchill Downs $14,052 $14,738 $(5,417) $(4,425)
including corporate
expenses
Hollywood Park (542) - (542) -
Calder Race Course 8,865 - 6,977 -
Hoosier Park 5,131 4,391 1,744 1,384
Ellis Park 2,834 2,890 3,637 3,318
Other Operations 1,115 649 454 223
-------- -------- ------- -------
$31,455 $22,668 $ 6,853 $ 500
======== ======== ======= =======
Operating income (loss):
Churchill Downs $11,379 $11,952 $(6,287) $(5,344)
including corporate
expenses
Hollywood Park (795) - (795) -
Calder Race Course 7,364 - 6,062 -
Hoosier Park 4,183 3,566 1,417 1,109
Ellis Park 1,842 2,517 3,292 3,145
Other Operations (244) 399 (54) 74
-------- -------- ------- -------
$23,729 $18,434 $ 3,635 $(1,016)
======== ======== ======= =======
11
CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for
the nine months ended September 30, 1999 and 1998 (continued)
(Unaudited)
7. Segment Information (cont'd)
As of As of As of
September 30, December 31, September 30,
1999 1998 1998
Total Assets:
Churchill Downs $329,293 $ 89,427 $ 87,247
Hollywood Park 144,137 - -
Calder Race Course 111,421 - -
Hoosier Park 35,333 31,732 33,753
Ellis Park 26,742 23,038 20,849
Other Operations 171,116 71,109 70,208
--------- -------- --------
818,042 215,306 212,057
Eliminations (428,487) (100,655) (94,648)
--------- -------- --------
$389,555 $114,651 $117,409
========= ======== ========
Following is a reconciliation of total EBITDA to income before provision for
income taxes:
Nine Months Three Months
ended September 30, ended September 30,
(in thousands) 1999 1998 1999 1998
Total EBITDA $31,455 $22,668 $6,853 $ 500
Depreciation and amortization (7,433) (3,972) (3,049) (1,421)
Interest income (expense), net (3,595) (197) (1,749) (154)
------- ------- ------ -------
Earnings before provision
for income taxes $20,427 $18,499 $2,055 $(1,075)
======= ======= ====== =======
12
CHURCHILL DOWNS INCORPORATED
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Since December 31, 1998 we have increased the amount of variable
rate debt outstanding under our revolving loan facility. At
September 30, 1999, we had $183.0 million of debt outstanding
under this facility which bears interest at LIBOR based variable
rates. We are exposed to market risk on this variable rate debt
due to potential adverse changes in the LIBOR rate. Assuming the
outstanding balance on the revolving loan facility remains
constant, a one percentage point increase in the LIBOR rate would
reduce pre-tax earnings and cash flows by $1.8 million.
In order to mitigate a portion of the market risk associated with
our variable rate debt, we entered into interest rate swap
contracts with a major financial institution. Under terms of the
contracts we receive a LIBOR based variable interest rate and pay
a fixed interest rate on a notional amount of $105.0 million.
Assuming the notional amounts under the interest rate swap
contracts remain constant, a one percentage point increase in the
LIBOR rate would increase pre-tax earnings and cash flows by $1.1
million.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHURCHILL DOWNS INCORPORATED
December 1, 1999 \s\Thomas H. Meeker
Thomas H. Meeker
President and Chief Executive Officer
(Director and Principal Executive Officer)
December 1, 1999 \s\Robert L. Decker
Robert L. Decker
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
December 1, 1999 \s\Vicki L. Baumgardner
Vicki L. Baumgardner
Vice President, Finance and Treasurer
(Principal Accounting Officer)
14