Nasdaq:CHDN

Churchill Downs Incorporated Reports 2023 First Quarter Results

Published

2 years ago

April 26, 2023

LOUISVILLE, Ky., April 26, 2023 (GLOBE NEWSWIRE) — Churchill Downs Incorporated (Nasdaq: CHDN) (the “Company”, “CDI”) today reported business results for the first quarter ended March 31, 2023.

Company Highlights

First quarter results:
- Record net revenue of $559.5 million compared to $364.1 million in first quarter 2022
- Net income of $155.7 million compared to $42.1 million in first quarter 2022
- Record Adjusted EBITDA of $222.9 million compared to $128.5 million in first quarter 2022
Delivered record first quarter Adjusted EBITDA across all three reporting segments:
- Live and Historical Racing up 194% compared to the first quarter of 2022
- TwinSpires up 22% compared to the first quarter of 2022
- Gaming up 42% compared to the first quarter of 2022
Closed the sale of our Arlington Heights, Illinois property to the Chicago Bears for $197.2 million on February 15, 2023
Amended our senior secured credit agreement to increase the loans under the existing Term Loan A credit facility due 2027 by $500 million (from $800 million to $1.3 billion) on February 24, 2023
Closed an offering of $600 million of 6.750% senior notes due 2031 on April 25, 2023
Announced a two-for-one stock split of the Company’s common stock and a proportionate increase in the number of its authorized shares of common stock on April 25, 2023

CONSOLIDATED RESULTS

	First Quarter
(in millions, except per share data)		2023		2022

Net revenue	$	559.5	$	364.1
Net income	$	155.7	$	42.1
Diluted EPS	$	4.09	$	1.08
Adjusted EBITDA^(a)	$	222.9	$	128.5

(a) This is a non-GAAP measure. See explanation of non-GAAP measures below.

SEGMENT RESULTS

The summaries below present net revenue from external customers and intercompany revenue from each of our reportable segments. All comparisons discussed below are referencing the first quarter of 2023 as compared to the first quarter of 2022.

Live and Historical Racing

European Gaming Congress 2024 (Warsaw, Poland)

	First Quarter
(in millions)		2023		2022

Net revenue	$	215.8	$	87.2
Adjusted EBITDA		82.1		27.9

For the first quarter of 2023, net revenue increased $128.6 million due to a $97.7 million increase attributable to the Virginia properties acquired in the P2E Transaction, a $15.6 million increase due to the opening of Turfway Park in Northern Kentucky in September 2022, a $7.5 million increase attributable to properties acquired in the Ellis Park and Chasers Transactions, a $6.2 million increase from our Oak Grove property in Southwestern Kentucky, a $1.2 million increase from our Derby City Gaming property in Louisville, and a $0.4 million increase from Churchill Downs Racetrack.

Adjusted EBITDA increased $54.2 million due to a $46.8 million increase attributable to the Virginia properties acquired in the P2E Transaction, a $4.5 million increase due to continued growth at our Oak Grove property in Southwestern Kentucky, and a $2.5 million increase due to the opening of Turfway Park in Northern Kentucky in September 2022. The remaining properties contributed a $0.4 million increase in Adjusted EBITDA.

TwinSpires

	First Quarter
(in millions)		2023		2022

Net revenue	$	96.3	$	101.4
Adjusted EBITDA		29.4		24.1

For the first quarter of 2023, net revenue decreased $5.1 million primarily due to the decision to exit the direct online Sports and Casino business in the first quarter of 2022, which was partially offset by incremental revenue from United Tote.

Adjusted EBITDA increased $5.3 million primarily due to the decision to exit the direct online Sports and Casino business in the first quarter of 2022 and incremental revenue from TwinSpires business to business agreements, partially offset by higher content related expenses and advance deposit wagering taxes in certain jurisdictions.

Gaming

	First Quarter
(in millions)		2023		2022

Net revenue	$	251.6	$	179.2
Adjusted EBITDA		129.5		91.1

For the first quarter of 2023, net revenue increased $72.4 million primarily due to a $69.0 million increase attributable to the New York and Iowa properties acquired in the P2E Transaction. Gaming revenue also increased $5.1 million collectively from our properties in Louisiana, Maryland, and Maine, partially offset by a decline of $1.7 million from our properties in Florida and Pennsylvania.

Adjusted EBITDA increased $38.4 million driven by a $26.5 million increase attributable to the New York and Iowa properties acquired in the P2E Transaction, a $13.5 million increase from our equity investments, and a $0.9 million increase from our properties in Maine, Maryland, and Louisiana. Partially offsetting these increases was a $2.5 million decrease from our properties in Pennsylvania, Florida, and Mississippi.

All Other

	First Quarter
(in millions)		2023			2022

Net revenue	$	0.3		$	0.5
Adjusted EBITDA		(18.1	)		(14.6	)

For the first quarter of 2023, Adjusted EBITDA decreased $3.5 million driven primarily by increased corporate compensation related expenses and legal fees.

ACQUISITION / DISPOSITION UPDATE

Arlington Land Sale

On February 15, 2023, we closed on the sale of 326-acres of property in Arlington Heights, Illinois, to the Chicago Bears for $197.2 million.

CAPITAL MANAGEMENT

Term Loan A Increase

On February 24, 2023, the Company announced an amendment of its senior secured credit agreement to increase the loans under the existing Term Loan A credit facility due 2027 by $500 million (from $800 million to $1.3 billion). The Company used the net proceeds from the borrowings under the increased Term Loan A to repay outstanding loans under its existing senior secured revolving credit facility, pay related transaction fees and expenses, and for general corporate purposes.

2031 Senior Notes

On April 25, 2023, the Company closed an offering of $600 million in aggregate principal amount of its 6.750% senior notes due 2031. The Company used a portion of the net proceeds from the offering to repay indebtedness outstanding under its Term Loan B Facility due 2024 and to fund related transaction fees and expenses, and intends to use the remainder of the proceeds for working capital and other general corporate purposes.

Two-for-One Stock Split

At its regularly scheduled meeting held April 25, 2023, the Board of Directors of the Company approved a two-for-one stock split of the Company’s common stock and a proportionate increase in the number of its authorized shares of common stock. The additional shares will be distributed on May 19, 2023 to shareholders of record on May 5, 2023. The Company’s common stock will begin trading at the split-adjusted price on May 22, 2023.

NET INCOME

The Company’s first quarter of 2023 net income was $155.7 million compared to $42.1 million in the prior year quarter.

The following impacted the comparability of the Company’s first quarter net income:

$86.2 million after-tax gain on the sale of the Arlington property.

This was partially offset by:

$1.2 million after-tax net increase in adjustments related to our unconsolidated affiliates, transaction, pre-opening and other expenses.

Excluding the items above, first quarter 2023 net income increased $28.6 million primarily due to the following:

$60.5 million after-tax increase driven by the results of our operations and equity in income from our unconsolidated affiliates;
Partially offset by a $31.9 million after-tax increase in interest expense associated with higher outstanding debt balances.

Conference Call

A conference call regarding this news release is scheduled for Thursday, April 27, 2023 at 9 a.m. ET. Investors and other interested parties may listen to the teleconference by accessing the online, real-time webcast and broadcast of the call at http://ir.churchilldownsincorporated.com/events.cfm, or by registering in advance via teleconference here. Once registration is completed, participants will be provided with a dial-in number containing a personalized conference code to access the call. All participants are encouraged to dial-in 15 minutes prior to the start time. An online replay will be available by noon ET on Thursday, April 27, 2023. A copy of the Company’s news release announcing quarterly results and relevant financial and statistical information about the period will be accessible at www.churchilldownsincorporated.com.

Use of Non-GAAP Measures

In addition to the results provided in accordance with GAAP, the Company also uses non-GAAP measures, including adjusted net income, adjusted diluted EPS, EBITDA (earnings before interest, taxes, depreciation and amortization), and Adjusted EBITDA.

The Company uses non-GAAP measures as a key performance measure of the results of operations for purposes of evaluating performance internally. These measures facilitate comparison of operating performance between periods and help investors to better understand the operating results of the Company by excluding certain items that may not be indicative of the Company’s core business or operating results. The Company believes the use of these measures enables management and investors to evaluate and compare, from period to period, the Company’s operating performance in a meaningful and consistent manner. The non-GAAP measures are a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP, and should not be considered as an alternative to, or more meaningful than, net income or diluted EPS (as determined in accordance with GAAP) as a measure of our operating results.

We use Adjusted EBITDA to evaluate segment performance, develop strategy, and allocate resources. We utilize the Adjusted EBITDA metric to provide a more accurate measure of our core operating results and enable management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure provided in accordance with GAAP. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited.

Adjusted net income and adjusted diluted EPS exclude discontinued operations net income or loss; net income or loss attributable to noncontrolling interest; changes in fair value for interest rate swaps related to Rivers Des Plaines; Rivers Des Plaines’ legal reserves and transaction costs; transaction expense, which includes acquisition and disposition related charges, as well as legal, accounting, and other deal-related expense; pre-opening expense; and certain other gains, charges, recoveries, and expenses.

Adjusted EBITDA includes our portion of EBITDA from our equity investments.

Adjusted EBITDA excludes:

Transaction expense, net which includes:
- Acquisition, disposition, and land sale related charges;
- Direct online Sports and Casino business exit costs; and
- Other transaction expense, including legal, accounting, and other deal-related expense;
Stock-based compensation expense;
Rivers Des Plaines’ impact on our investments in unconsolidated affiliates from:
- The impact of changes in fair value of interest rate swaps; and
- Legal reserves and transaction costs;
Asset impairments;
Gain on property sales;
Legal reserves;
Pre-opening expense; and
Other charges, recoveries, and expenses

As of December 31, 2021, Arlington ceased racing and simulcast operations and the property was sold on February 15, 2023 to the Chicago Bears. Arlington’s results in 2022 and 2023 are treated as an adjustment to EBITDA and are included in Other expenses, net in the Reconciliation of Comprehensive Income to Adjusted EBITDA.

For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the Consolidated Statements of Comprehensive Income. See the Reconciliation of Comprehensive Income to Adjusted EBITDA included herewith for additional information.

About Churchill Downs Incorporated

Churchill Downs Incorporated (NASDAQ: CHDN) has been creating extraordinary entertainment experiences for nearly 150 years, beginning with the company’s most iconic and enduring asset, the Kentucky Derby. Headquartered in Louisville, Kentucky, CDI has expanded through the development of live and historical racing entertainment venues, the growth of the TwinSpires horse racing online wagering business and the operation and development of regional casino gaming properties. More information is available at http://www.churchilldownsincorporated.com.

This news release contains various “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” and similar words or similar expressions (or negative versions of such words or expressions).

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, among others, that may materially affect actual results or outcomes include the following: the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change; the effect of economic conditions on our consumers’ confidence and discretionary spending or our access to credit, including the impact of inflation; additional or increased taxes and fees; the impact of the novel coronavirus (COVID-19) pandemic, including the emergence of variant strains, and related economic matters on our results of operations, financial conditions and prospects; lack of confidence in the integrity of our core businesses or any deterioration in our reputation; loss of key or highly skilled personnel, as well as disruptions in the general labor market; the impact of significant competition, and the expectation the competition levels will increase; changes in consumer preferences, attendance, wagering, and sponsorships; risks associated with equity investments, strategic alliances and other third-party agreements; inability to respond to rapid technological changes in a timely manner; concentration and evolution of slot machine and historical racing machine (HRM) manufacturing or other technology conditions that could impose additional costs; failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks; inability to successfully focus on market access and retail operations for our TwinSpires Sports and Casino business and effectively compete; online security risk, including cyber-security breaches, or loss or misuse of our stored information as a result of a breach; reliance on our technology services and catastrophic events and system failures disrupting our operations; inability to identify and / or complete, or fully realize the benefits of acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned; difficulty in integrating recent or future acquisitions into our operations; cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities; general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities; personal injury litigation related to injuries occurring at our racetracks; compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations; payment-related risks, such as risk associated with fraudulent credit card or debit card use; work stoppages and labor problems; risks related to pending or future legal proceedings and other actions; highly regulated operations and changes in the regulatory environment could adversely affect our business; restrictions in our debt facilities limiting our flexibility to operate our business; failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; increases to interest rates (due to inflation or otherwise), disruption in the credit markets or changes to our credit ratings may adversely affect our business; increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; and other factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and other filings we make with the Securities and Exchange Commission.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

	Three Months Ended March 31,
(in millions, except per common share data)		2023			2022
Net revenue:
Live and Historical Racing	$	214.4		$	86.0
TwinSpires		94.8			100.3
Gaming		250.0			177.3
All Other		0.3			0.5
Total net revenue		559.5			364.1
Operating expense:
Live and Historical Racing		143.3			67.7
TwinSpires		65.7			74.9
Gaming		173.5			125.2
All Other		5.0			3.1
Selling, general and administrative expense		52.3			35.9
Asset impairments		—			4.9
Transaction expense, net		(0.2	)		5.0
Total operating expense		439.6			316.7
Operating income		119.9			47.4
Other income (expense):
Interest expense, net		(64.7	)		(21.3	)
Equity in income of unconsolidated affiliates		38.3			32.5
Gain on sale of Arlington		114.0			—
Miscellaneous, net		1.4			—
Total other income		89.0			11.2
Income from operations before provision for income taxes		208.9			58.6
Income tax provision		(53.2	)		(16.5	)
Net income	$	155.7		$	42.1

Net income per common share data:
Basic net income	$	4.14		$	1.10
Diluted net income	$	4.09		$	1.08
Weighted average shares outstanding:
Basic		37.6			38.3
Diluted		38.1			38.8

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited)

(in millions)	March 31, 2023			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	173.9		$	129.8
Restricted cash		63.5			74.9
Accounts receivable, net		74.0			81.5
Income taxes receivable		—			14.0
Other current assets		66.1			44.3
Total current assets		377.5			344.5
Property and equipment, net		2,095.4			1,978.3
Investment in and advances to unconsolidated affiliates		651.9			659.4
Goodwill		724.1			723.8
Other intangible assets, net		2,390.6			2,391.8
Other assets		34.0			27.0
Long-term assets held for sale		—			82.0
Total assets	$	6,273.5		$	6,206.8
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	145.3		$	145.5
Accrued expenses and other current liabilities		348.2			361.0
Income taxes payable		7.6			2.1
Current deferred revenue		120.8			39.0
Current maturities of long-term debt		72.0			47.0
Dividends payable		0.5			27.0
Total current liabilities		694.4			621.6
Long-term debt, net of current maturities and loan origination fees		1,872.8			2,081.6
Notes payable, net of debt issuance costs		2,477.9			2,477.1
Non-current deferred revenue		11.8			11.8
Deferred income taxes		374.0			340.8
Other liabilities		138.4			122.4
Total liabilities		5,569.3			5,655.3
Commitments and contingencies
Shareholders’ equity:
Preferred stock		—			—
Common stock		4.7			—
Retained earnings		700.4			552.4
Accumulated other comprehensive loss		(0.9	)		(0.9	)
Total shareholders’ equity		704.2			551.5
Total liabilities and shareholders’ equity	$	6,273.5		$	6,206.8

CHURCHILL DOWNS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Three Months Ended March 31,
(in millions)		2023			2022
Cash flows from operating activities:
Net income	$	155.7		$	42.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		37.9			25.1
Distributions from unconsolidated affiliates		45.8			40.6
Equity in income of unconsolidated affiliates		(38.3	)		(32.5	)
Stock-based compensation		8.6			7.0
Deferred income taxes		33.2			10.2
Asset impairments		—			4.9
Amortization of operating lease assets		2.2			1.3
Gain on sale of Arlington		(114.0	)		—
Other		0.8			1.2
Changes in operating assets and liabilities:
Income taxes		19.9			6.4
Deferred revenue		81.8			56.3
Other assets and liabilities		(17.7	)		(27.4	)
Net cash provided by operating activities		215.9			135.2
Cash flows from investing activities:
Capital maintenance expenditures		(11.8	)		(10.0	)
Capital project expenditures		(122.9	)		(45.5	)
Proceeds from sale of Arlington		195.7			—
Other		(6.5	)		(7.3	)
Net cash provided by (used in) investing activities		54.5			(62.8	)
Cash flows from financing activities:
Proceeds from borrowings under long-term debt obligations		615.5			—
Repayments of borrowings under long-term debt obligations		(797.5	)		(1.8	)
Payment of dividends		(26.7	)		(25.7	)
Repurchase of common stock		(0.5	)		(24.3	)
Taxes paid related to net share settlement of stock awards		(11.3	)		(13.1	)
Debt issuance costs		(2.5	)		—
Change in bank overdraft		(14.2	)		(3.0	)
Other		(0.5	)		(0.1	)
Net cash used in financing activities		(237.7	)		(68.0	)
Net increase in cash, cash equivalents and restricted cash		32.7			4.4
Cash, cash equivalents and restricted cash, beginning of period		204.7			355.6
Cash, cash equivalents and restricted cash, end of period	$	237.4		$	360.0

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)

	Three Months Ended March 31,
(in millions)		2023			2022
GAAP net income	$	155.7		$	42.1

Adjustments, continuing operations:
Changes in fair value of interest rate swaps related to Rivers Des Plaines		—			(10.4	)
Legal reserves and transaction costs related to Rivers Des Plaines		—			0.3
Other charges		0.3			1.0
Transaction, pre-opening, and other expense		6.7			9.6
Asset impairments		—			4.9
Gain on Dispositions		(114.0	)		—
Income tax impact on net income adjustments ^(a)		25.9			(1.6	)
Total adjustments		(81.1	)		3.8
Adjusted net income attributable to Churchill Downs Incorporated	$	74.6		$	45.9

Adjusted diluted EPS	$	1.96		$	1.18

Weighted average shares outstanding – Diluted		38.1			38.8

(a)	The income tax impact for each adjustment is derived by applying the effective tax rate, including current and deferred income tax expense, based upon the jurisdiction and the nature of the adjustment.

	Three Months Ended March 31,
(in millions)	2023	2022
Total Handle
TwinSpires Horse Racing^(a)	410.5	394.9

(a)	Total handle generated by Velocity is not included in total handle from TwinSpires Horse Racing.

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)

	Three Months Ended March 31,
(in millions)		2023			2022
Net revenue from external customers:
Live and Historical Racing:
Churchill Downs Racetrack	$	2.4		$	2.0
Louisville		44.0			42.8
Northern Kentucky		26.3			10.8
Southwestern Kentucky		36.5			30.4
Western Kentucky		4.8			—
Virginia		97.7			—
New Hampshire		2.7			—
Total Live and Historical Racing	$	214.4		$	86.0

TwinSpires:	$	94.8		$	100.3

Gaming:
Florida	$	26.1		$	27.0
Iowa		24.5			—
Louisiana		44.1			41.5
Maine		27.7			26.8
Maryland		23.3			21.3
Mississippi		27.5			27.5
New York		44.5			—
Pennsylvania		32.3			33.2
Total Gaming	$	250.0		$	177.3
All Other		0.3			0.5
Net revenue from external customers	$	559.5		$	364.1

Intercompany net revenues:
Live and Historical Racing	$	1.4		$	1.2
TwinSpires		1.6			1.1
Gaming		1.5			1.9
All Other		0.2			—
Eliminations		(4.7	)		(4.2	)
Intercompany net revenue	$	—		$	—

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)

	Three Months Ended March 31, 2023
(in millions)	Live and Historical Racing		TwinSpires		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	11.0	$	79.4	$	11.6	$	102.0	$	—	$	102.0
Historical racing^(a)		185.3		—		6.0		191.3		—		191.3
Racing event-related services		1.0		—		1.9		2.9		—		2.9
Gaming^(a)		2.6		4.4		205.5		212.5		—		212.5
Other^(a)		14.5		11.0		25.0		50.5		0.3		50.8
Total	$	214.4	$	94.8	$	250.0	$	559.2	$	0.3	$	559.5

	Three Months Ended March 31, 2022
(in millions)	Live and Historical Racing		TwinSpires		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	5.6	$	81.5	$	12.9	$	100.0	$	—	$	100.0
Historical racing^(a)		73.6		—		—		73.6		—		73.6
Racing event-related services		0.5		—		0.4		0.9		—		0.9
Gaming^(a)		—		10.3		150.9		161.2		—		161.2
Other^(a)		6.3		8.5		13.1		27.9		0.5		28.4
Total	$	86.0	$	100.3	$	177.3	$	363.6	$	0.5	$	364.1

(a)

Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers’ loyalty points are recorded at the estimated standalone selling prices in Other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $12.1 million for the three months ended March 31, 2023 and $7.0 million for the three months ended March 31, 2022.

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)

Adjusted EBITDA by segment is comprised of the following:

	Three Months Ended March 31, 2023
(in millions)	Live and Historical Racing			TwinSpires			Gaming			Total Segments			All Other			Eliminations			Total
Net revenue	$	215.8		$	96.3		$	251.6		$	563.7		$	0.3		$	(4.5	)	$	559.5

Taxes and purses		(56.5	)		(5.0	)		(83.6	)		(145.1	)		—			—			(145.1	)
Marketing and advertising		(8.2	)		(1.4	)		(8.6	)		(18.2	)		—			0.2			(18.0	)
Salaries and benefits		(21.8	)		(6.2	)		(34.5	)		(62.5	)		—			—			(62.5	)
Content expense		(1.5	)		(43.0	)		(1.8	)		(46.3	)		—			3.9			(42.4	)
Selling, general and administrative expense		(8.7	)		(2.3	)		(12.2	)		(23.2	)		(18.3	)		0.1			(41.4	)
Other operating expense		(37.0	)		(10.0	)		(30.0	)		(77.0	)		(0.1	)		0.3			(76.8	)
Other income		—			1.0			48.6			49.6			—			—			49.6
Adjusted EBITDA	$	82.1		$	29.4		$	129.5		$	241.0		$	(18.1	)	$	—		$	222.9

	Three Months Ended March 31, 2022
(in millions)	Live and Historical Racing			TwinSpires			Gaming			Total Segments			All Other			Eliminations			Total
Net revenue	$	87.2		$	101.4		$	179.2		$	367.8		$	0.1		$	(4.2	)	$	363.7

Taxes and purses		(26.8	)		(7.5	)		(67.3	)		(101.6	)		—			—			(101.6	)
Marketing and advertising		(2.9	)		(5.1	)		(3.5	)		(11.5	)		—			—			(11.5	)
Salaries and benefits		(10.9	)		(6.7	)		(23.9	)		(41.5	)		—			—			(41.5	)
Content expense		(0.6	)		(43.1	)		(1.5	)		(45.2	)		—			3.9			(41.3	)
Selling, general and administrative expense		(3.3	)		(2.6	)		(6.6	)		(12.5	)		(14.5	)		0.3			(26.7	)
Other operating expense		(14.8	)		(12.3	)		(20.0	)		(47.1	)		(0.2	)		—			(47.3	)
Other income		—			—			34.7			34.7			—			—			34.7
Adjusted EBITDA	$	27.9		$	24.1		$	91.1		$	143.1		$	(14.6	)	$	—		$	128.5

CHURCHILL DOWNS INCORPORATED

SUPPLEMENTAL INFORMATION
(Unaudited)

	Three Months Ended March 31,
(in millions)		2023			2022
Reconciliation of Comprehensive Income to Adjusted EBITDA:
Net income and comprehensive income	$	155.7		$	42.1

Additions:
Depreciation and amortization		37.9			25.1
Interest expense		64.7			21.3
Income tax provision		53.2			16.5
EBITDA	$	311.5		$	105.0

Adjustments to EBITDA:
Stock-based compensation expense	$	8.6		$	7.0
Pre-opening expense		3.2			2.1
Other expenses, net		3.7			2.5
Asset impairments		—			4.9
Transaction expense, net		(0.2	)		5.0
Other income, expense:
Interest, depreciation and amortization expense related to equity investments		9.8			11.1
Changes in fair value of Rivers Des Plaines’ interest rate swaps		—			(10.4	)
Rivers Des Plaines’ legal reserves and transaction costs		—			0.3
Other charges and recoveries, net		0.3			1.0
Gain on Arlington sale		(114.0	)		—
Total adjustments to EBITDA		(88.6	)		23.5
Adjusted EBITDA	$	222.9		$	128.5

Adjusted EBITDA by segment:
Live and Historical Racing	$	82.1		$	27.9
TwinSpires		29.4			24.1
Gaming		129.5			91.1
Total segment Adjusted EBITDA		241.0			143.1
All Other		(18.1	)		(14.6	)
Total Adjusted EBITDA	$	222.9		$	128.5

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL JOINT VENTURE FINANCIAL STATEMENTS
(Unaudited)

Summarized financial information for our equity investments is comprised of the following:

	Summarized Income Statement
	Three Months Ended March 31,
(in millions)		2023			2022
Net revenue	$	220.6		$	177.2

Operating and SG&A expense		137.2			118.2
Depreciation and amortization		5.7			5.3
Total operating expense		142.9			123.5
Operating income		77.7			53.7
Interest and other expense, net		(10.9	)		4.1
Net income	$	66.8		$	57.8

	Summarized Balance Sheet
(in millions)	March 31, 2023			December 31, 2022
Assets
Current assets	$	103.2		$	91.0
Property and equipment, net		343.9			345.7
Other assets, net		264.4			265.0
Total assets	$	711.5		$	701.7

Liabilities and Members’ Deficit
Current liabilities	$	121.8		$	97.9
Long-term debt		838.0			838.6
Other liabilities		0.2			0.2
Members’ deficit		(248.5	)		(235.0	)
Total liabilities and members’ deficit	$	711.5		$	701.7

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)

Planned capital projects for the Company are as follows:

(in millions)	Project	Target Completion	Planned Spend

Live and Historical Racing Segment
Churchill Downs Racetrack	First Turn Experience	May 2023	$90
Churchill Downs Racetrack	Paddock Project	May 2024	$185 – $200
Derby City Gaming	Expansion and Hotel	Late 2022 / Second Quarter 2023	$80
Derby City Gaming Downtown	Property Build Out	Second Half 2023	$90
Rosie’s Emporia HRM Entertainment Venue	Property Build Out	Third Quarter 2023	$30
Ellis Park and Owensboro Annex	Property Build Out	2024	$75
Dumfries Project	Property Build Out	2024	$400
New Hampshire HRM Facility	Property Build Out	2024	Up to $150

Gaming Segment
Fair Grounds and VSI	HRMs in OTBs	2023	$35
Terre Haute Casino Resort	Property Build Out	Early 2024	Up to $290

Contact: Phil Forbis
(502) 394-1094
[email protected]

Nasdaq:CHDN

Churchill Downs Incorporated Opens The Rose Gaming Resort in Northern Virginia

Published

1 month ago

November 7, 2024

GlobeNewswire

churchill-downs-incorporated-opens-the-rose-gaming-resort-in-northern-virginia

$460 Million Investment Creates a Worldclass Entertainment Destination Resort Supporting Horse Racing and Agriculture Industry in Virginia

LOUISVILLE, Ky., Nov. 07, 2024 (GLOBE NEWSWIRE) — Churchill Downs Incorporated (“CDI” or “the Company”) (Nasdaq: CHDN) announced today the grand opening of The Rose Gaming Resort (“The Rose”) in Dumfries, Virginia. The worldclass entertainment resort includes 1,650 historical racing machines (“HRMs”), 8 bars and restaurants and a hotel with over 100 rooms and event space. The 175,000-square-foot entertainment venue has 2,500 parking spaces and 62 acres of greenspace with a 7-acre public park.

“Churchill Downs Incorporated is thrilled to deliver a destination resort that will be a major economic contributor to the Town of Dumfries and Northern Virginia,” said Bill Carstanjen, CEO of CDI. “Along with our local hiring commitments and strong family-supporting wages, we are committed to continued investment in Prince William County as we are proud to do for all of the communities in which we operate in Virginia.”

CDI invested $460 million in The Rose and has added approximately 500 permanent jobs. The development will contribute to the expansion of Thoroughbred horse racing in the Commonwealth of Virginia. As a result of the addition of the 1,650 HRMs, Colonial Downs Racetrack in New Kent Virginia will add 16 days of live racing to the 2025 racing season.

As part of a community partnership, the Company has committed $2 million to fund the design of a new community center to be built in Dumfries. Since 2021, CDI has also contributed $400,000 in cash and in-kind donations to area nonprofits through the Rosie’s Gives Back program.

About Churchill Downs Incorporated

Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN) has been creating extraordinary entertainment experiences for over 150 years, beginning with the company’s most iconic and enduring asset, the Kentucky Derby. Headquartered in Louisville, Kentucky, CDI has expanded through the development of live and historical racing entertainment venues, the growth of the TwinSpires horse racing online wagering business and the operation and development of regional casino gaming properties. www.churchilldownsincorporated.com

This news release contains various “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” “scheduled,” and similar words or similar expressions (or negative versions of such words or expressions), although some forward-looking statements are expressed differently.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, that could cause actual results to differ materially from expectations include the following: the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change; the effect of economic conditions on our consumers’ confidence and discretionary spending or our access to credit, including the impact of inflation; additional or increased taxes and fees; the impact of any pandemics, epidemics, or outbreaks of infectious diseases, and related economic matters on our results of operations, financial conditions and prospects; lack of confidence in the integrity of our core businesses or any deterioration in our reputation; loss of key or highly skilled personnel, as well as general disruptions in the general labor market; the impact of significant competition, and the expectation that competition levels will increase; changes in consumer preferences, attendance, wagering, and sponsorships; risks associated with equity investments, strategic alliances and other third-party agreements; inability to respond to rapid technological changes in a timely manner; concentration and evolution of slot machine and historical racing machine (HRM) manufacturing and other technology conditions that could impose additional costs; failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks; inability to successfully focus on market access and retail operations for our TwinSpires sports betting business and effectively compete; online security risk, including cyber-security breaches, or loss or misuse of our stored information as a result of a breach including customers’ personal information could lead to government enforcement actions or other litigation; reliance on our technology services and catastrophic events and system failures disrupting our operations; inability to identify, complete, or fully realize the benefits of our proposed acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned; difficulty in integrating recent or future acquisitions into our operations; cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities; general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities; personal injury litigation related to injuries occurring at our racetracks; compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations; payment-related risks, such as risk associated with fraudulent credit card or debit card use; work stoppages and labor problems; risks related to pending or future legal proceedings and other actions; highly regulated operations and changes in the regulatory environment could adversely affect our business; restrictions in our debt facilities limiting our flexibility to operate our business; failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; increases to interest rates (due to inflation or otherwise), disruption in the credit markets or changes to our credit ratings may adversely affect our business; increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; and other factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact: Sam Ullrich	Media Contact: Tonya Abeln
(502) 638-3906	(502) 386-1742
[email protected]	[email protected]

Nasdaq:CHDN

Churchill Downs Incorporated Announces New HRM Entertainment Venue in Calvert City, Kentucky

Published

2 months ago

October 23, 2024

GlobeNewswire

churchill-downs-incorporated-announces new-hrm-entertainment-venue-in-calvert-city,-kentucky

LOUISVILLE, Ky., Oct. 23, 2024 (GLOBE NEWSWIRE) — Churchill Downs Incorporated (“CDI” or “the Company”) announced today the planned development of a $40 to $50 million historical racing machine (“HRM”) entertainment venue in Calvert City, Kentucky. CDI plans to open the new 23,000 square-foot facility with 250 HRMs, a sports bar and a sportsbook, and a simulcast center in early 2026. The new facility will serve as an extension of Oak Grove Racing, Gaming and Hotel (“Oak Grove”) and will be CDI’s eighth historical horse racing entertainment venue in the Commonwealth of Kentucky.

About Churchill Downs Incorporated

This news release contains various “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” “scheduled,” and similar words or similar expressions (or negative versions of such words or expressions), although some forward-looking statements are expressed differently.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, that could cause actual results to differ materially from expectations include the following: the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change; the effect of economic conditions on our consumers’ confidence and discretionary spending or our access to credit, including the impact of inflation; additional or increased taxes and fees; the impact of any pandemics, epidemics, or outbreaks of infectious diseases, and related economic matters on our results of operations, financial conditions and prospects; lack of confidence in the integrity of our core businesses or any deterioration in our reputation; loss of key or highly skilled personnel, as well as general disruptions in the general labor market; the impact of significant competition, and the expectation that competition levels will increase; changes in consumer preferences, attendance, wagering, and sponsorships; risks associated with equity investments, strategic alliances and other third-party agreements; inability to respond to rapid technological changes in a timely manner; concentration and evolution of slot machine and historical racing machine (HRM) manufacturing and other technology conditions that could impose additional costs; failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks; inability to successfully focus on market access and retail operations for our TwinSpires sports betting business and effectively compete; online security risk, including cyber-security breaches, or loss or misuse of our stored information as a result of a breach including customers’ personal information could lead to government enforcement actions or other litigation; reliance on our technology services and catastrophic events and system failures disrupting our operations; inability to identify, complete, or fully realize the benefits of our proposed acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned; difficulty in integrating recent or future acquisitions into our operations; cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities; general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities; personal injury litigation related to injuries occurring at our racetracks; compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations; payment-related risks, such as risk associated with fraudulent credit card or debit card use; work stoppages and labor problems; risks related to pending or future legal proceedings and other actions; highly regulated operations and changes in the regulatory environment could adversely affect our business; restrictions in our debt facilities limiting our flexibility to operate our business; failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; increases to interest rates (due to inflation or otherwise), disruption in the credit markets or changes to our credit ratings may adversely affect our business; increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; and other factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact: Sam Ullrich	Media Contact: Tonya Abeln
(502) 638-3906	(502) 386-1742
[email protected]	[email protected]

Nasdaq:CHDN

Churchill Downs Incorporated Reports 2024 Third Quarter Results

Published

2 months ago

October 23, 2024

GlobeNewswire

churchill-downs-incorporated-reports-2024-third-quarter-results

LOUISVILLE, Ky., Oct. 23, 2024 (GLOBE NEWSWIRE) — Churchill Downs Incorporated (Nasdaq: CHDN) (the “Company”, “CDI”, “we”) today reported business results for the third quarter ended September 30, 2024.

Company Highlights

Third quarter results:
- Record net revenue of $628.5 million compared to $572.5 million in third quarter 2023
- Record net income attributable to CDI of $65.4 million compared to $61.0 million in third quarter 2023
- Record Adjusted EBITDA of $235.3 million compared to $218.2 million in third quarter 2023
Delivered record third quarter revenue and Adjusted EBITDA across both our Live and Historical Racing and Gaming segments and record third quarter Adjusted EBITDA in our TwinSpires segment:
- Live and Historical Racing revenue up 12% and Adjusted EBITDA up 15% compared to the third quarter of 2023
- TwinSpires revenue up 6% and Adjusted EBITDA up 25% compared to the third quarter of 2023
- Gaming revenue up 10% and Adjusted EBITDA up 1% compared to the third quarter of 2023
We opened The Rose Gaming Resort in Dumfries, Virginia on October 23, 2024, with 1,650 historical racing machines and a 102-room hotel.
We ended the third quarter of 2024 with net bank leverage of 4.0x and maintained our commitment to returning capital to shareholders by announcing our Board’s approval of a $0.409 per share dividend to shareholders of record as of December 6, 2024 and payable on January 3, 2025. This represents the fourteenth consecutive year of increased dividend per share.

CONSOLIDATED RESULTS

	Third Quarter
(in millions, except per share data)		2024		2023

Net revenue	$	628.5	$	572.5
Net income attributable to CDI	$	65.4	$	61.0
Diluted EPS attributable to CDI	$	0.86	$	0.79
Adjusted EBITDA^(a)	$	235.3	$	218.2

(a) This is a non-GAAP measure. See explanation of non-GAAP measures below.

SEGMENT RESULTS

The summaries below present revenue from external customers and intercompany revenue from each of our reportable segments.

Live and Historical Racing

	Third Quarter
(in millions)		2024		2023

Revenue	$	252.4	$	225.5
Adjusted EBITDA		93.0		80.9

Revenue for the third quarter of 2024 increased $26.9 million due to a $21.6 million increase attributable to growth at our Virginia properties and the opening of the Rosie’s Emporia property in September 2023, a $3.8 million increase attributable to growth at our Northern Kentucky properties, and a $1.5 million net increase at our other Live and Historical Racing properties.

Adjusted EBITDA for the third quarter of 2024 increased $12.1 million due to a $15.2 million increase attributable to growth at our Virginia properties, which includes $3.9 million related to Exacta savings, and a $3.2 million increase attributable primarily to growth at our Northern Kentucky and Southwestern Kentucky HRM properties. These increases were partially offset by a $4.1 million decrease attributable to our Louisville and Western Kentucky HRM properties, a $1.4 million decrease attributable to Churchill Downs Racetrack, and a $0.8 million decrease attributable to proceeds for business interruption insurance claims in the third quarter 2023 that did not reoccur.

TwinSpires

	Third Quarter
(in millions)		2024		2023

Revenue	$	118.7	$	112.4
Adjusted EBITDA		42.5		33.9

Revenue for the third quarter of 2024 increased $6.3 million due to a $9.6 million increase attributable to Exacta and a $1.3 million increase attributable to our online sports betting market access agreements and our retail sports betting business. These increases were partially offset by a $4.6 million decrease primarily attributable to a decline in TwinSpires Horse Racing handle due to market access and shifts in race days at other tracks.

Adjusted EBITDA for the third quarter of 2024 increased $8.6 million due to a $7.5 million increase attributable to Exacta and a $1.1 million increase primarily attributable to our online sports betting market access agreements and our retail sports betting business.

Gaming

	Third Quarter
(in millions)		2024		2023

Revenue	$	270.3	$	244.9
Adjusted EBITDA		123.3		122.3

Revenue for the third quarter of 2024 increased $25.4 million due to a $32.5 million increase attributable to the opening of the Terre Haute Casino Resort in April 2024 partially offset by a $7.1 million decrease primarily due to regional gaming softness and increased competition.

Adjusted EBITDA for the third quarter of 2024 increased $1.0 million due to a $12.4 million increase attributable to the opening of the Terre Haute Casino Resort in April 2024 partially offset by a $10.2 million decrease primarily due to regional gaming softness, increased competition, and higher labor and benefit expense, and a $1.2 million decrease attributable to proceeds for business interruption insurance claims in the third quarter 2023 that did not reoccur.

All Other

	Third Quarter
(in millions)		2024			2023

Revenue	$	2.6		$	0.2
Adjusted EBITDA		(23.5	)		(18.9	)

Revenue for the third quarter of 2024 reflects intercompany revenue related to the captive insurance company that was established in April 2024. All captive revenue is eliminated in consolidation.

Adjusted EBITDA for the third quarter of 2024 decreased $4.6 million driven primarily by increased corporate compensation related expenses and other corporate administrative expenses.

CAPITAL MANAGEMENT

Share Repurchase Program

The Company repurchased 67,139 shares of its common stock at a total cost of approximately $9.0 million based on trade date under its share repurchase program in the third quarter of 2024. We had approximately $170.9 million of repurchase authority remaining under this program on September 30, 2024.

Annual Dividend

On October 22, 2024, the Company’s Board of Directors approved an annual cash dividend on the Company’s common stock of $0.409 per outstanding share, a seven percent increase over the prior year. The dividend is payable on January 3, 2025, to shareholders of record as of the close of business on December 6, 2024, with the aggregate cash dividend paid to each shareholder rounded to the nearest whole cent. This marks the fourteenth consecutive year that the Company has increased the dividend per share.

NET INCOME ATTRIBUTABLE TO CDI

The Company’s third quarter 2024 net income attributable to CDI was $65.4 million compared to $61.0 million in the prior year quarter.

The following impacted the comparability of the Company’s third quarter 2024 net income to the prior year quarter:

a $3.0 million increase in after-tax non-cash impairment costs.

This was partially offset by:

a $1.7 million after-tax net decrease in transaction, pre-open and other expenses; and
a $0.6 million after-tax decrease of other items.

Excluding the items above, third quarter 2024 net income increased $5.1 million primarily due to the following:

a $10.5 million after-tax increase primarily driven by the results of our operations,
partially offset by a $5.4 million after-tax increase in interest expense associated with higher outstanding debt balances.

Conference Call

A conference call regarding this news release is scheduled for Thursday, October 24, 2024 at 9 a.m. ET. Investors and other interested parties may listen to the teleconference by accessing the online, real-time webcast and broadcast of the call at http://ir.churchilldownsincorporated.com/events.cfm, or by registering in advance via teleconference here. Once registration is completed, participants will be provided with a dial-in number containing a personalized conference code to access the call. All participants are encouraged to dial-in 15 minutes prior to the start time. An online replay will be available by noon ET on Thursday, October 24, 2024. A copy of the Company’s news release announcing quarterly results and relevant financial and statistical information about the period will be accessible at www.churchilldownsincorporated.com.

Use of Non-GAAP Measures

Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to noncontrolling interest.

Adjusted EBITDA excludes:

Transaction expense, net which includes:
- Acquisition, disposition, and property sale related charges;
- Other transaction expense, including legal, accounting, and other deal-related expense;
Stock-based compensation expense;
Asset impairments;
Gain on property sales;
Legal reserves;
Pre-opening expense; and
Other charges, recoveries, and expenses.

As of December 31, 2021, our property in Arlington Heights, Illinois (“Arlington”) ceased racing and simulcast operations and the property was sold on February 15, 2023 to the Chicago Bears. Arlington’s results and exit costs in 2023 are treated as an adjustment to EBITDA.

On June 26, 2023, the Company’s management agreement for Lady Luck in Farmington, Pennsylvania expired and was not renewed. The Company completed the sale of substantially all its assets at Lady Luck for an immaterial amount.

About Churchill Downs Incorporated

This news release contains various “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” “scheduled,” and similar words or similar expressions (or negative versions of such words or expressions), although some forward-looking statements are expressed differently.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, that could cause actual results to differ materially from expectations include the following: the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change; the effect of economic conditions on our consumers’ confidence and discretionary spending or our access to credit, including the impact of inflation; additional or increased taxes and fees; the impact of any pandemics, epidemics, or outbreaks of infectious diseases, and related economic matters on our results of operations, financial conditions and prospects; lack of confidence in the integrity of our core businesses or any deterioration in our reputation; loss of key or highly skilled personnel, as well as general disruptions in the general labor market; the impact of significant competition, and the expectation that competition levels will increase; changes in consumer preferences, attendance, wagering, and sponsorships; risks associated with equity investments, strategic alliances and other third-party agreements; inability to respond to rapid technological changes in a timely manner; concentration and evolution of slot machine and historical racing machine (HRM) manufacturing and other technology conditions that could impose additional costs; failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks; inability to successfully focus on market access and retail operations for our TwinSpires sports betting business and effectively compete; online security risk, including cyber-security breaches, or loss or misuse of our stored information as a result of a breach including customers’ personal information could lead to government enforcement actions or other litigation; reliance on our technology services and catastrophic events and system failures disrupting our operations; inability to identify, complete, or fully realize the benefits of our proposed acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned; difficulty in integrating recent or future acquisitions into our operations; cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities; general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities; personal injury litigation related to injuries occurring at our racetracks; compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations; payment-related risks, such as risk associated with fraudulent credit card or debit card use; work stoppages and labor problems; risks related to pending or future legal proceedings and other actions; highly regulated operations and changes in the regulatory environment could adversely affect our business; restrictions in our debt facilities limiting our flexibility to operate our business; failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; increases to interest rates (due to inflation or otherwise), disruption in the credit markets or changes to our credit ratings may adversely affect our business; increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; and other factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

CHURCHILL DOWNS INCORPORATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except per common share data)		2024			2023			2024			2023
Net revenue:
Live and Historical Racing	$	247.5		$	219.5		$	957.3		$	818.9
TwinSpires		111.3			108.5			369.6			340.7
Gaming		269.7			244.3			783.1			740.2
All Other		—			0.2			0.1			0.7
Total net revenue		628.5			572.5			2,110.1			1,900.5
Operating expense:
Live and Historical Racing		171.3			158.2			549.9			505.7
TwinSpires		72.3			73.4			229.5			219.8
Gaming		194.8			175.6			561.7			528.3
All Other		4.5			1.3			10.2			12.0
Selling, general and administrative expense		59.8			50.2			172.0			150.6
Asset impairments		3.9			—			3.9			24.5
Transaction expense, net		(4.0	)		1.5			0.7			1.8
Total operating expense		502.6			460.2			1,527.9			1,442.7
Operating income		125.9			112.3			582.2			457.8
Other (expense) income:
Interest expense, net		(73.1	)		(67.9	)		(217.0	)		(197.8	)
Equity in income of unconsolidated affiliates		33.4			33.3			108.9			110.4
Gain on sale of Arlington		—			—			—			114.0
Miscellaneous, net		(0.1	)		4.1			8.1			5.5
Total other (expense) income		(39.8	)		(30.5	)		(100.0	)		32.1
Income from operations before provision for income taxes		86.1			81.8			482.2			489.9
Income tax provision		(19.9	)		(20.8	)		(125.4	)		(130.2	)
Net income		66.2			61.0			356.8			359.7
Net income attributable to noncontrolling interest		0.8			—			1.7			—
Net income attributable to Churchill Downs Incorporated	$	65.4		$	61.0		$	355.1		$	359.7

Net income attributable to Churchill Downs Incorporated per common share data:
Basic net income	$	0.87		$	0.81		$	4.78		$	4.78
Diluted net income	$	0.86		$	0.79		$	4.73		$	4.69
Weighted average shares outstanding:
Basic		73.9			75.2			74.0			75.3
Diluted		74.6			77.1			74.6			76.7

CHURCHILL DOWNS INCORPORATED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)	September 30, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	152.7		$	144.5
Restricted cash		78.7			77.3
Accounts receivable, net		93.2			106.9
Income taxes receivable		—			12.6
Other current assets		62.8			59.5
Total current assets		387.4			400.8
Property and equipment, net		2,805.5			2,561.2
Investment in and advances to unconsolidated affiliates		650.2			655.9
Goodwill		900.2			899.9
Other intangible assets, net		2,411.7			2,418.4
Other assets		17.5			19.3
Total assets	$	7,172.5		$	6,955.5
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	182.4		$	158.5
Accrued expenses and other current liabilities		430.1			426.8
Income taxes payable		7.1			—
Current deferred revenue		26.8			73.2
Current maturities of long-term debt		63.1			68.0
Dividends payable		0.6			29.3
Total current liabilities		710.1			755.8
Long-term debt, net of current maturities and loan origination fees		1,695.7			1,697.1
Notes payable, net of debt issuance costs		3,074.9			3,071.2
Non-current deferred revenue		20.1			11.8
Deferred income taxes		417.8			388.2
Other liabilities		139.0			137.8
Total liabilities		6,057.6			6,061.9
Commitments and contingencies
Redeemable noncontrolling interest		17.9			—
Shareholders’ equity:
Preferred stock		—			—
Common stock		1.7			—
Retained earnings		1,096.3			894.5
Accumulated other comprehensive loss		(1.0	)		(0.9	)
Total Churchill Downs Incorporated shareholders’ equity		1,097.0			893.6
Total liabilities and shareholders’ equity	$	7,172.5		$	6,955.5

CHURCHILL DOWNS INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Nine Months Ended September 30,
(in millions)		2024			2023
Cash flows from operating activities:
Net income	$	356.8		$	359.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		145.7			121.8
Distributions from unconsolidated affiliates		113.8			126.6
Equity in income of unconsolidated affiliates		(108.9	)		(110.4	)
Stock-based compensation		23.2			24.8
Deferred income taxes		29.6			45.3
Asset impairments		3.9			24.5
Amortization of operating lease assets		4.1			4.8
Gain on sale of Arlington		—			(114.0	)
Other		9.1			6.5
Changes in operating assets and liabilities:
Income taxes		17.1			6.0
Deferred revenue		(38.1	)		(10.8	)
Other assets and liabilities		84.8			14.0
Net cash provided by operating activities		641.1			498.8
Cash flows from investing activities:
Capital maintenance expenditures		(49.8	)		(52.4	)
Capital project expenditures		(367.8	)		(445.7	)
Acquisition of businesses, net of cash acquired		—			(241.3	)
Proceeds from sale of Arlington		—			195.7
Other		1.8			(5.8	)
Net cash used in investing activities		(415.8	)		(549.5	)
Cash flows from financing activities:
Proceeds from borrowings under long-term debt obligations		750.4			1,420.8
Repayments of borrowings under long-term debt obligations		(757.5	)		(1,297.1	)
Payment of dividends		(28.7	)		(26.8	)
Repurchase of common stock		(158.7	)		(35.8	)
Taxes paid related to net share settlement of stock awards		(10.6	)		(13.2	)
Debt issuance costs		(2.5	)		(12.3	)
Change in bank overdraft		(7.5	)		1.4
Other		(1.6	)		1.7
Net cash (used in) provided by financing activities		(216.7	)		38.7
Cash flows from discontinued operations:
Operating activities of discontinued operations		1.0			0.5
Net increase (decrease) in cash, cash equivalents and restricted cash		9.6			(11.5	)
Cash, cash equivalents and restricted cash, beginning of period		221.8			204.7
Cash, cash equivalents and restricted cash, end of period	$	231.4		$	193.2

CHURCHILL DOWNS INCORPORATED SUPPLEMENTAL INFORMATION (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions, except per common share data)		2024			2023			2024			2023
GAAP net income attributable to CDI	$	65.4		$	61.0		$	355.1		$	359.7

Adjustments, continuing operations:
Legal reserves and transaction costs related to Rivers Des Plaines		—			—			0.3			—
Other charges and recoveries, net		0.1			0.9			(6.7	)		—
Transaction, pre-opening, and other expense		4.8			7.3			25.6			30.2
Asset impairments		3.9			—			3.9			24.5
Gain on Dispositions		—			—			—			(114.0	)
Income tax impact on net income adjustments^(a)		(2.1	)		(2.2	)		(6.3	)		13.6
Total adjustments		6.7			6.0			16.8			(45.7	)
Adjusted net income attributable to CDI	$	72.1		$	67.0		$	371.9		$	314.0

Adjusted diluted EPS	$	0.97		$	0.87		$	4.99		$	4.09

Weighted average shares outstanding – Diluted		74.6			77.1			74.6			76.7

(a)	The income tax impact for each adjustment is derived by applying the effective tax rate, including current and deferred income tax expense, based upon the jurisdiction and the nature of the adjustment.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)		2024		2023		2024		2023
Total Handle
TwinSpires Horse Racing^(a)	$	469.1	$	507.2	$	1,542.1	$	1,554.1

(a)	Total handle generated by Velocity is not included in total handle from TwinSpires Horse Racing.

CHURCHILL DOWNS INCORPORATED SUPPLEMENTAL INFORMATION (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)		2024			2023			2024			2023
Net revenue from external customers:
Live and Historical Racing:
Churchill Downs Racetrack	$	11.7		$	10.6		$	242.8		$	191.3
Louisville		50.3			48.9			157.1			138.2
Northern Kentucky		23.4			19.5			73.9			63.1
Southwestern Kentucky		39.3			37.6			118.1			111.7
Western Kentucky		9.8			11.6			22.7			25.8
Virginia		110.0			88.1			333.1			280.4
New Hampshire		3.0			3.2			9.6			8.4
Total Live and Historical Racing	$	247.5		$	219.5		$	957.3		$	818.9

TwinSpires:	$	111.3		$	108.5		$	369.6		$	340.7

Gaming:
Florida	$	23.8		$	24.4		$	76.4		$	76.5
Iowa		22.9			24.0			69.8			72.5
Indiana		32.4			—			66.3			—
Louisiana		32.0			32.2			113.4			110.1
Maine		27.7			30.9			81.3			88.1
Maryland		31.5			32.0			79.3			82.9
Mississippi		23.6			24.2			74.1			77.5
New York		46.8			46.2			138.3			135.3
Pennsylvania		29.0			30.4			84.2			97.3
Total Gaming		269.7			244.3			783.1			740.2
All Other		—			0.2			0.1			0.7
Net revenue from external customers	$	628.5		$	572.5		$	2,110.1		$	1,900.5

Intercompany net revenues:
Live and Historical Racing	$	4.9		$	6.0		$	34.2		$	30.4
TwinSpires		7.4			3.9			23.1			7.1
Gaming		0.6			0.6			4.8			4.2
All Other		2.6			—			4.4			—
Eliminations		(15.5	)		(10.5	)		(66.5	)		(41.7	)
Intercompany net revenue	$	—		$	—		$	—		$	—

CHURCHILL DOWNS INCORPORATED SUPPLEMENTAL INFORMATION (Unaudited)

	Three Months Ended September 30, 2024
(in millions)	Live and Historical Racing		TwinSpires		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	15.2	$	82.7	$	5.0	$	102.9	$	—	$	102.9
Historical racing^(a)		205.9		—		9.3		215.2		—		215.2
Racing event-related services		5.0		—		1.4		6.4		—		6.4
Gaming^(a)		3.1		4.4		224.3		231.8		—		231.8
Other^(a)		18.3		24.2		29.7		72.2		—		72.2
Total	$	247.5	$	111.3	$	269.7	$	628.5	$	—	$	628.5

	Three Months Ended September 30, 2023
(in millions)	Live and Historical Racing		TwinSpires		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	16.0	$	86.3	$	5.1	$	107.4	$	—	$	107.4
Historical racing^(a)		179.9		—		7.5		187.4		—		187.4
Racing event-related services		3.3		—		1.4		4.7		—		4.7
Gaming^(a)		3.1		5.3		203.0		211.4		—		211.4
Other^(a)		17.2		16.9		27.3		61.4		0.2		61.6
Total	$	219.5	$	108.5	$	244.3	$	572.3	$	0.2	$	572.5

(a)

Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers’ loyalty points are recorded at the estimated standalone selling prices in Other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $14.2 million for the three months ended September 30, 2024 and $13.3 million for the three months September 30, 2023.

	Nine Months Ended September 30, 2024
(in millions)	Live and Historical Racing		TwinSpires		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	76.6	$	277.9	$	20.1	$	374.6	$	—	$	374.6
Historical racing^(a)		630.1		—		27.4		657.5		—		657.5
Racing event-related services		182.1		—		5.0		187.1		—		187.1
Gaming^(a)		9.5		14.4		645.5		669.4		—		669.4
Other^(a)		59.0		77.3		85.1		221.4		0.1		221.5
Total	$	957.3	$	369.6	$	783.1	$	2,110.0	$	0.1	$	2,110.1

	Nine Months Ended September 30, 2023
(in millions)	Live and Historical Racing		TwinSpires		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	67.2	$	283.2	$	19.9	$	370.3	$	—	$	370.3
Historical racing^(a)		549.3		—		20.5		569.8		—		569.8
Racing event-related services		141.0		—		4.8		145.8		—		145.8
Gaming^(a)		8.2		10.9		615.4		634.5		—		634.5
Other^(a)		53.2		46.6		79.6		179.4		0.7		180.1
Total	$	818.9	$	340.7	$	740.2	$	1,899.8	$	0.7	$	1,900.5

(a)

Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers’ loyalty points are recorded at the estimated standalone selling prices in Other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $41.7 million for the nine months ended September 30, 2024 and $37.8 million for the nine months ended September 30, 2023.

CHURCHILL DOWNS INCORPORATED SUPPLEMENTAL INFORMATION (Unaudited)
Adjusted EBITDA by segment is comprised of the following:

	Three Months Ended September 30, 2024
(in millions)	Live and Historical Racing			TwinSpires			Gaming			Total Segments			All Other			Eliminations			Total
Revenues	$	252.4		$	118.7		$	270.3		$	641.4		$	2.6		$	(15.5	)	$	628.5

Gaming taxes and purses		(66.7	)		(5.5	)		(87.8	)		(160.0	)		—			—			(160.0	)
Marketing and advertising		(9.3	)		(1.4	)		(9.5	)		(20.2	)		—			—			(20.2	)
Salaries and benefits		(31.1	)		(8.0	)		(42.7	)		(81.8	)		—			—			(81.8	)
Content expense		(1.7	)		(45.9	)		(2.3	)		(49.9	)		—			6.5			(43.4	)
Selling, general and administrative expense		(9.4	)		(4.2	)		(11.9	)		(25.5	)		(23.1	)		0.2			(48.4	)
Maintenance, insurance and utilities		(12.8	)		(1.1	)		(11.7	)		(25.6	)		(2.6	)		2.6			(25.6	)
Property and other taxes		(1.9	)		(0.1	)		(4.0	)		(6.0	)		(0.3	)		—			(6.3	)
Other operating expense		(26.6	)		(10.0	)		(21.1	)		(57.7	)		—			6.2			(51.5	)
Other income		0.1			—			44.0			44.1			(0.1	)		—			44.0
Adjusted EBITDA	$	93.0		$	42.5		$	123.3		$	258.8		$	(23.5	)	$	—		$	235.3

	Three Months Ended September 30, 2023
(in millions)	Live and Historical Racing			TwinSpires			Gaming			Total Segments			All Other			Eliminations			Total
Revenues	$	225.5		$	112.4		$	244.9		$	582.8		$	0.2		$	(10.5	)	$	572.5

Gaming taxes and purses		(62.0	)		(5.8	)		(81.4	)		(149.2	)		—			—			(149.2	)
Marketing and advertising		(7.6	)		(1.3	)		(8.9	)		(17.8	)		(0.1	)		—			(17.9	)
Salaries and benefits		(27.9	)		(7.0	)		(35.2	)		(70.1	)		—			—			(70.1	)
Content expense		(1.6	)		(49.4	)		(2.4	)		(53.4	)		—			7.3			(46.1	)
Selling, general and administrative expense		(7.4	)		(3.0	)		(9.9	)		(20.3	)		(19.0	)		0.4			(38.9	)
Maintenance, insurance and utilities		(12.5	)		(0.9	)		(10.3	)		(23.7	)		—			—			(23.7	)
Property and other taxes		(1.7	)		(0.2	)		(3.6	)		(5.5	)		—			—			(5.5	)
Other operating expense		(24.8	)		(10.9	)		(18.2	)		(53.9	)		—			2.8			(51.1	)
Other income		0.9			—			47.3			48.2			—			—			48.2
Adjusted EBITDA	$	80.9		$	33.9		$	122.3		$	237.1		$	(18.9	)	$	—		$	218.2

	Nine Months Ended September 30, 2024
(in millions)	Live and Historical Racing			TwinSpires			Gaming			Total Segments			All Other			Eliminations			Total
Revenues	$	991.5		$	392.7		$	787.9		$	2,172.1		$	4.5		$	(66.5	)	$	2,110.1

Gaming taxes and purses		(231.7	)		(17.7	)		(251.8	)		(501.2	)		—			—			(501.2	)
Marketing and advertising		(31.1	)		(7.5	)		(26.5	)		(65.1	)		(0.1	)		—			(65.2	)
Salaries and benefits		(94.4	)		(23.9	)		(121.0	)		(239.3	)		—			—			(239.3	)
Content expense		(5.1	)		(163.2	)		(6.7	)		(175.0	)		—			42.6			(132.4	)
Selling, general and administrative expense		(26.7	)		(13.0	)		(33.9	)		(73.6	)		(64.7	)		0.8			(137.5	)
Maintenance, insurance and utilities		(34.6	)		(3.1	)		(32.4	)		(70.1	)		(4.6	)		4.4			(70.3	)
Property and other taxes		(6.4	)		(0.2	)		(10.7	)		(17.3	)		(0.6	)		—			(17.9	)
Other operating expense		(88.8	)		(35.8	)		(59.8	)		(184.4	)		—			18.7			(165.7	)
Other income		0.3			—			141.7			142.0			—			—			142.0
Adjusted EBITDA	$	473.0		$	128.3		$	386.8		$	988.1		$	(65.5	)	$	—		$	922.6

	Nine Months Ended September 30, 2023
(in millions)	Live and Historical Racing			TwinSpires			Gaming			Total Segments			All Other			Eliminations			Total
Revenues	$	849.3		$	347.8		$	744.4		$	1,941.5		$	0.7		$	(41.7	)	$	1,900.5

Gaming taxes and purses		(203.9	)		(17.8	)		(246.7	)		(468.4	)		—			—			(468.4	)
Marketing and advertising		(27.9	)		(8.0	)		(26.5	)		(62.4	)		(0.2	)		0.3			(62.3	)
Salaries and benefits		(80.0	)		(20.7	)		(109.2	)		(209.9	)		—			—			(209.9	)
Content expense		(5.1	)		(161.1	)		(6.9	)		(173.1	)		—			37.7			(135.4	)
Selling, general and administrative expense		(23.4	)		(8.1	)		(32.4	)		(63.9	)		(54.1	)		0.9			(117.1	)
Maintenance, insurance and utilities		(31.9	)		(2.6	)		(29.7	)		(64.2	)		(0.3	)		—			(64.5	)
Property and other taxes		(4.4	)		(0.3	)		(9.9	)		(14.6	)		(0.2	)		—			(14.8	)
Other operating expense		(87.3	)		(33.1	)		(52.5	)		(172.9	)		—			2.8			(170.1	)
Other income		1.1			1.1			144.6			146.8			—			—			146.8
Adjusted EBITDA	$	386.5		$	97.2		$	375.2		$	858.9		$	(54.1	)	$	—		$	804.8

CHURCHILL DOWNS INCORPORATED SUPPLEMENTAL INFORMATION (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)		2024			2023			2024			2023
Reconciliation of Comprehensive Income to Adjusted EBITDA:
Net income attributable to Churchill Downs Incorporated	$	65.4		$	61.0		$	355.1		$	359.7
Net income attributable to noncontrolling interest		0.8			—			1.7			—
Net income and comprehensive income		66.2			61.0			356.8			359.7

Additions:
Depreciation and amortization		49.6			42.1			145.7			121.8
Interest expense		73.1			67.9			217.0			197.8
Income tax provision		19.9			20.8			125.4			130.2
EBITDA	$	208.8		$	191.8		$	844.9		$	809.5

Adjustments to EBITDA:
Stock-based compensation expense	$	7.1		$	8.1		$	23.2		$	24.8
Arlington exit costs		—			0.1			—			9.4
Pre-opening expense		7.8			5.0			23.6			11.4
Other expenses, net		1.0			0.7			1.3			7.6
Asset impairments		3.9			—			3.9			24.5
Transaction expense, net		(4.0	)		1.5			0.7			1.8
Other income, expense:
Interest, depreciation and amortization expense related to equity investments		10.6			10.1			31.4			29.8
Rivers Des Plaines’ legal reserves and transaction costs		—			—			0.3			—
Other charges and recoveries, net		0.1			0.9			(6.7	)		—
Gain on sale of Arlington		—			—			—			(114.0	)
Total adjustments to EBITDA		26.5			26.4			77.7			(4.7	)
Adjusted EBITDA	$	235.3		$	218.2		$	922.6		$	804.8

Adjusted EBITDA by segment:
Live and Historical Racing	$	93.0		$	80.9		$	473.0		$	386.5
TwinSpires		42.5			33.9			128.3			97.2
Gaming		123.3			122.3			386.8			375.2
Total segment Adjusted EBITDA		258.8			237.1			988.1			858.9
All Other		(23.5	)		(18.9	)		(65.5	)		(54.1	)
Total Adjusted EBITDA	$	235.3		$	218.2		$	922.6		$	804.8

CHURCHILL DOWNS INCORPORATED SUPPLEMENTAL JOINT VENTURE FINANCIAL STATEMENTS (Unaudited)
Summarized financial information for our equity investments is comprised of the following:

	Summarized Income Statement
	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)		2024			2023			2024			2023
Net revenue	$	208.4		$	208.9		$	641.2		$	648.2

Operating and SG&A expense		132.2			135.1			399.3			407.3
Depreciation and amortization		6.8			5.9			20.1			17.5
Total operating expense		139.0			141.0			419.4			424.8
Operating income		69.4			67.9			221.8			223.4
Interest and other expense, net		(11.1	)		(11.1	)		(33.5	)		(32.7	)
Net income	$	58.3		$	56.8		$	188.3		$	190.7

	Summarized Balance Sheet
(in millions)	September 30, 2024			December 31, 2023
Assets
Current assets	$	93.9		$	104.8
Property and equipment, net		330.7			339.4
Other assets, net		270.1			266.1
Total assets	$	694.7		$	710.3

Liabilities and Members’ Deficit
Current liabilities	$	105.6		$	106.2
Long-term debt		844.4			847.2
Other liabilities		0.6			0.7
Members’ deficit		(255.9	)		(243.8	)
Total liabilities and members’ deficit	$	694.7		$	710.3

CHURCHILL DOWNS INCORPORATED SUPPLEMENTAL INFORMATION (Unaudited)
Planned capital projects for the Company are as follows:

(in millions)	Project	Target Completion	Planned Spend

Live and Historical Racing Segment
Churchill Downs Racetrack	Starting Gate Pavilion and Courtyard	April 2025	$80-90
Virginia Advertisement	The Rose Gaming Resort (HRM Venue)	October 2024	$460
	Richmond HRM Expansion	December 2025	$40-45
	Henrico HRM Venue	Fourth Quarter 2025	$30-40
Western Kentucky	Owensboro Racing and Gaming (HRM Venue)	First Quarter 2025	$100
Southwestern Kentucky	Calvert City HRM Venue	First Quarter 2026	$40-50
New Hampshire	Salem HRM Venue	TBD	TBD