SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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
incorporation or organization) Identification No.)
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 August 14, 2000
was 9,865,449 shares.
1
<PAGE>
CHURCHILL DOWNS INCORPORATED
I N D E X
PART I. FINANCIAL INFORMATION PAGES
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets, June 30, 2000, 3
December 31, 1999 and June 30, 1999
Condensed Consolidated Statements of Earnings for the six 4
and three months ended June 30, 2000 and 1999
Condensed Consolidated Statements of Cash Flows for the 5
six months ended June 30, 2000 and 1999
Condensed Notes to Consolidated Financial Statements 6-12
ITEM 2. Management's Discussion and Analysis of Financial 13-20
Condition and Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 21
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings (Not applicable) 21
ITEM 2. Changes in Securities and Use of Proceeds (Not applicable) 21
ITEM 3. Defaults Upon Senior Securities (Not applicable) 21
ITEM 4. Submission of Matters to a Vote of Security Holders 21-22
ITEM 5. Other Information (Not applicable) 22
ITEM 6. Exhibits and Reports on Form 8-K 22
Signatures 23
Exhibit Index 24
Exhibits 25-49
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31, June 30,
ASSETS 2000 1999 1999
---- ---- ----
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 21,931 $ 29,060 $ 21,927
Restricted cash 30,438 - -
Accounts receivable 23,032 24,279 14,653
Other current assets 3,741 2,751 1,670
--------- --------- ---------
Total current assets 79,142 56,090 38,250
Other assets 6,988 4,740 8,947
Plant and equipment, net 276,341 274,882 133,461
Intangible assets, net 61,216 62,334 62,269
--------- --------- ---------
$423,687 $398,046 $242,927
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 33,979 $ 14,794 $ 15,190
Accrued expenses 38,833 23,821 18,510
Dividends payable - 4,927 -
Income taxes payable 5,990 336 7,679
Deferred revenue 2,334 10,860 1,318
Long-term debt, current portion 2,904 552 479
--------- --------- ---------
Total current liabilities 84,040 55,290 43,176
Long-term debt 166,658 180,898 103,271
Other liabilities 9,737 8,263 4,554
Deferred income taxes 15,569 15,474 15,982
Commitments and contingencies - - -
Shareholders' equity:
Preferred stock, no par value;
250 shares authorized; no shares issued - - -
Common stock, no par value; 50,000 shares
authorized; issued: 9,854 shares June 30,
2000 and December 31, 1999, and 7,525 shares
June 30, 1999 71,634 71,634 8,927
Retained earnings 76,172 66,667 67,255
Deferred compensation costs (58) (115) (173)
Note receivable for common stock (65) (65) (65)
--------- --------- ---------
147,683 138,121 75,944
--------- ---------- ---------
$423,687 $398,046 $242,927
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
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CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS for the
six and three months ended June 30, 2000 and 1999
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Six Months Ended June 30, Three Months Ended June 30,
------------------------ ---------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues $157,583 $101,803 $131,938 $84,140
Operating expenses 120,672 74,820 89,668 55,663
--------- --------- --------- --------
Gross profit 36,911 26,983 42,270 28,477
Selling, general and administrative
expenses 12,963 6,889 6,782 3,586
--------- --------- --------- --------
Operating income 23,948 20,094 35,488 24,891
--------- --------- --------- --------
Other income (expense):
Interest income 506 362 240 215
Interest expense (7,671) (2,209) (3,919) (1,774)
Miscellaneous, net (416) 125 (459) 81
--------- --------- --------- --------
(7,581) (1,722) (4,138) (1,478)
--------- --------- --------- --------
Earnings before income tax provision 16,367 18,372 31,350 23,413
--------- --------- --------- --------
Federal and state income tax provision (6,792) (7,716) (13,010) (9,747)
--------- --------- --------- --------
Net earnings $ 9,575 $ 10,656 $ 18,340 $13,666
========= ========= ========= ========
Earnings per common share data:
Basic $0.97 $1.42 $1.86 $1.82
Diluted $0.97 $1.39 $1.85 $1.79
Weighted average shares outstanding:
Basic 9,854 7,525 9,854 7,525
Diluted 9,908 7,671 9,906 7,649
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
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CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the six months ended June 30,
(Unaudited)
(In thousands)
2000 1999
---- ----
Cash flows from operating activities:
Net earnings $ 9,575 $10,656
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 8,268 4,511
Gain on sale of Training Facility (70) -
Deferred compensation 270 150
Deferred income taxes 172 (101)
Increase (decrease) in cash resulting from
changes in operating assets and liabilities:
Restricted cash (30,438) -
Accounts receivable 1,247 (2,022)
Other current assets (1,067) (39)
Accounts payable 19,185 8,367
Accrued expenses 15,012 4,321
Income taxes payable 5,654 7,421
Deferred revenue (8,525) (7,095)
Other assets and liabilities (1,063) (33)
-------- --------
Net cash provided by operating activities 18,220 26,136
-------- --------
Cash flows from investing activities:
Additions to plant and equipment, net (13,502) (8,080)
Sale of Training Facility Assets 4,969 -
Prepaid acquisition costs - Hollywood Park - (323)
Acquisition of business, net of cash acquired of
$4,200 in 1999 - (85,324)
-------- --------
Net cash used in investing activities (8,533) (93,727)
-------- --------
Cash flows from financing activities:
Increase (decrease) in long-term debt, net 2,111 (995)
Borrowings on bank line of credit 15,000 119,000
Repayments of bank line of credit (29,000) (30,000)
Payment of loan origination costs - (2,656)
Payment of dividends (4,927) (3,762)
Capital contribution by minority interest
in subsidiary - 1,551
-------- --------
Net cash (used in) provided by financing
activities (16,816) 83,138
-------- --------
Net increase in cash and cash equivalents (7,129) 15,547
Cash and cash equivalents, beginning of period 29,060 6,380
-------- --------
Cash and cash equivalents, end of period $21,931 $21,927
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 7,420 $ 1,650
Income taxes $ 1,117 $ 775
Schedule of non-cash activities:
Accrued acquisition costs related to Hollywood Park - $ 1,669
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
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CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for
the six months ended June 30, 2000 and 1999 (unaudited)
($ in thousands, except per share data)
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
accounting principles generally accepted in the United States 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 accounting principles generally accepted in
the United States. 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, 1999
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 and recent
acquisition activity, 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 four
of its five racetracks are open, and the Kentucky Derby and Kentucky
Oaks are run. The Kentucky Derby and Kentucky Oaks are run on the first
weekend in May.
2. Restricted Cash
Restricted cash represents refundable deposits and amounts due to
horsemen for purses, stakes and awards.
3. Long-Term Debt
On April 23, 1999, the Company increased its line of credit to $250
million under a revolving loan facility through a syndicate of banks to
meet working capital and other short-term requirements and to provide
funding for acquisitions. The interest rate on the borrowing is based
upon LIBOR plus 75 to 250 additional basis points, which is determined
by certain Company financial ratios. There was $164.0 million
outstanding on the line of credit at June 30, 2000 compared to $178.0
million outstanding at December 31, 1999 and $100.0 million outstanding
at June 30, 1999. The line of credit is secured by substantially all of
the assets of the Company and its wholly owned subsidiaries, and matures
in 2004.
6
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CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for
the six months ended June 30, 2000 and 1999 (unaudited)
($ in thousands, except per share data)
3. Long-Term Debt (cont'd)
The Company has entered into interest rate swap contracts with major
financial institutions which have termination dates through March 2003.
Under terms of these separate contracts, we receive a LIBOR based
variable interest rate on notional amounts of $35.0 million each and pay
a fixed interest rate of 5.89%, 7.015% and 7.30%, which mature in August
2000, March 2003 and May 2002, respectively. The variable interest rate
received 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. Acquisitions and Other Transactions
On April 21, 2000, Keeneland Association, Inc. purchased the Company's
Thoroughbred training and boarding facility known as Kentucky Horse
Center for a cash payment of $5 million. Proceeds from the sale were
used to repay the Company's line of credit, and to fund operating
expenses and capital expenditures during the second quarter of 2000.
On September 10, 1999, the Company acquired the assets of the Hollywood
Park racetrack 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 facility to the seller under a 10-year lease with
one 10-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 racetrack have been included in the Company's
consolidated financial statements since the date of acquisition. The
allocation of the purchase price may require adjustment in the Company's
future financial statements based on a final determination of the fair
value of assets acquired in the acquisition.
On July 20, 1999, the Company issued 2.3 million 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.
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. The purchase price,
including 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 $49.4 million being recorded as
goodwill, which is being amortized over 40 years. The acquisition
was accounted for by the Company under the purchase method of accounting
and, accordingly, the financial position and results of operations of
Calder Race Course, Inc. and Tropical Park, Inc. have been included in
the Company's consolidated financial statements since the date of
acquisition.
7
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CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for
the six months ended June 30, 2000 and 1999 (unaudited)
($ in thousands, except per share data)
4. Acquisitions and Other Transactions (cont'd)
Following are the unaudited pro forma results of operations as if the
September 10, 1999 acquisition of Hollywood Park racetrack, the July 20,
1999 stock issuance and the April 23, 1999 acquisition of Calder Race
Course had occurred on January 1, 1999:
Six Months Ended
June 30, 1999
----------------
Net revenues $160,790
Net earnings $13,191
Earnings per common share:
Basic $1.34
Diluted $1.32
Weighted average shares
Basic 9,825
Diluted 9,971
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, 1999, nor is it
necessarily indicative of future operating results.
5. Earnings Per Share
The following is a reconciliation of the numerator and denominator of
the basic and diluted per share computations:
<TABLE>
<CAPTION>
Six months Three months
ended June 30, ended June 30,
-------------- --------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings (numerator) amounts used for
basic and diluted per share computations: $9,575 $10,656 $18,340 $13,666
------ ------- ------- -------
Weighted average shares (denominator)
of common stock outstanding per share:
Basic 9,854 7,525 9,854 7,525
Plus dilutive effect of stock options 54 146 52 124
------ ------- ------- -------
Diluted 9,908 7,671 9,906 7,649
Earnings per common share:
Basic $0.97 $1.42 $1.86 $1.82
Diluted $0.97 $1.39 $1.85 $1.79
</TABLE>
8
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CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for
the six months ended June 30, 2000 and 1999 (unaudited)
($ in thousands, except per share data)
5. Earnings Per Share (cont'd)
Options to purchase approximately 74 and 52 shares for the periods
ending June 30, 2000 and 1999, respectively, were not included in the
computation of earnings per common share-assuming dilution because the
options' exercise prices were greater than the average market price of
the common share.
6. 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 and the Louisville Sports Spectrum simulcast facility (2)
Hollywood Park racetrack and its on-site simulcast facility (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 off-track betting facilities ("OTBs") and (6) Other
investments, including Charlson Broadcast Technologies LLC ("CBT") and
the Company's other various equity interests, which are not material.
Eliminations include the elimination of management fees and other
intersegment transactions. As a result of a reorganization for internal
reporting during 2000, the Company's segment disclosures are presented
on a new basis to correspond with internal reporting for corporate
revenues and expenses which, for the six and three months ended June 30,
1999 and 2000, are now reported separate of Churchill Downs racetrack
revenues and expenses.
Most of the Company's revenues are generated from commissions on
pari-mutuel wagering at the Company's racetracks and OTBs, plus
simulcast fees, Indiana riverboat admissions revenue, admissions,
concessions revenue, sponsorship revenues, licensing rights and
broadcast fees 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, 1999.
EBITDA should not be considered as an alternative to, or more meaningful
than, net income (as determined in accordance with accounting principles
generally accepted in the United States), as a measure of our operating
results or cash flows (as determined in accordance with accounting
principles generally accepted in the United States) or as a measure of
our liquidity.
9
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CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for
the six months ended June 30, 2000 and 1999 (unaudited)
($ in thousands, except per share data)
6. Segment Information (cont'd)
The table below presents information about reported segments for the six
months and three months ended June 30, 2000 and 1999:
Six Months Ended June 30, Three Months Ended June 30,
------------------------- ---------------------------
2000 1999 2000 1999
---- ---- ---- ----
Net revenues:
Churchill Downs $ 64,678 $61,133 $ 60,121 $56,490
Hollywood Park 50,879 - 45,120 -
Calder Race Course 13,669 11,701 11,792 11,701
Hoosier Park 24,217 24,258 13,032 13,310
Ellis Park 2,682 2,963 1,370 1,797
Other investments 3,514 2,711 2,207 1,497
--------- --------- --------- -------
159,639 102,766 133,642 84,795
Corporate revenues* 605 - 592 -
Eliminations (2,661) (963) (2,296) (655)
--------- --------- --------- --------
$157,583 $101,803 $131,938 $84,140
========= ========= ========= ========
EBITDA:
Churchill Downs $ 23,863 $ 22,014 $ 27,393 $25,297
Hollywood Park 9,472 - 11,093 -
Calder Race Course (745) 1,888 1,284 1,888
Hoosier Park 3,442 3,387 1,555 1,709
Ellis Park (1,047) (803) (656) (421)
Other investments 700 661 565 332
--------- --------- --------- --------
35,685 27,147 41,234 28,805
Corporate expenses* (4,189) (2,545) (2,181) (1,353)
--------- --------- --------- --------
$ 31,496 $ 24,602 $ 39,053 $27,452
========= ========= ========= ========
Operating income (loss):
Churchill Downs $ 22,003 $ 20,211 $ 26,456 $24,409
Hollywood Park 7,315 - 9,995 -
Calder Race Course (2,527) 1,302 392 1,302
Hoosier Park 2,778 2,766 1,222 1,389
Ellis Park (1,769) (1,450) (1,018) (748)
Other investments (24) (190) 261 (108)
--------- --------- --------- --------
27,776 22,639 37,308 26,244
Corporate expenses* (3,828) (2,545) (1,820) (1,353)
--------- --------- --------- --------
$ 23,948 $ 20,094 $ 35,488 $24,891
========= ========= ========= ========
* As a result of a reorganization for internal reporting during 2000, the
Company's segment disclosures are presented on a new basis to correspond with
internal reporting for corporate revenues and expenses. Corporate revenues and
expenses for the six and three months ended June 30, 1999 and 2000 are reported
separately.
10
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CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for
the six months ended June 30, 2000 and 1999 (unaudited)
($ in thousands, except per share data)
6. Segment Information (cont'd)
As of As of As of
June 30, 2000 December 31, 1999 June 30, 1999
------------- ----------------- -------------
Total assets:
Churchill Downs $ 365,872 $345,909 $191,894
Hollywood Park 180,150 153,126 -
Calder Race Course 104,839 114,396 108,593
Hoosier Park 36,235 32,559 34,737
Ellis Park 23,898 25,015 23,031
Other investments 303,567 312,272 171,655
---------- --------- --------
1,014,561 983,277 529,910
Eliminations (590,874) (585,231) (286,983)
---------- --------- ---------
$ 423,687 $398,046 $242,927
========== ========= =========
Following is a reconciliation of total EBITDA to income before provision
for income taxes:
Six Months Three Months
ended June 30, ended June 30,
-------------- ---------------
(in thousands) 2000 1999 2000 1999
---- ---- ---- ----
Total EBITDA $31,496 $24,602 $39,053 $27,452
Depreciation and amortization (7,964) (4,384) (4,023) (2,481)
Interest income (expense), net (7,165) (1,846) (3,680) (1,558)
-------- -------- -------- --------
Earnings before provision
for income taxes $16,367 $18,372 $31,350 $23,413
======== ======== ======== ========
7. Pending Transactions
The Company has entered into a definitive agreement with Centaur, Inc.
("Centaur") to sell a 26% interest in Hoosier Park, LP ("HPLP") for a
purchase price of $8.5 million. HPLP is an Indiana limited partnership
that owns Hoosier Park racetrack and related OTBs. Upon closing, the
Company will retain a 51% interest in HPLP and continue to manage its
day-to-day operations. Centaur, which already owned a portion of HPLP
prior to the agreement, will then hold a 39% minority interest in HPLP.
The transaction is subject to certain closing conditions, including the
approval of the Indiana Horse Racing Commission. The agreement also
contains a provision under which Centaur has the right to purchase our
remaining interest at any time prior to July 31, 2001. Upon failure of
Centaur to exercise this provision both parties will have an opportunity
to purchase the other's remaining interest on the basis of specific
terms outlined in the definitive agreement. Closing is expected during
the third quarter of 2000.
11
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CHURCHILL DOWNS INCORPORATED
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for
the six months ended June 30, 2000 and 1999 (unaudited)
($ in thousands, except per share data)
7. Pending Transactions (cont'd)
The Company has entered into a definitive agreement with Duchossois
Industries Inc. ("DII"), a privately held company that owns Arlington
International Racecourse, under which Arlington International Racecourse
Inc., Arlington Management Services Inc. and Turf Club of Illinois Inc.
will merge with the Company.
Under terms of the agreement, the Company will issue 3.15 million shares
of its common stock upon closing to DII. The agreement also specifies
the issuance of up to an additional 1.25 million shares of the Company's
stock to DII depending on certain developments and conditions over a
future period. DII has entered into a stockholder's agreement that will
provide for restrictions on the voting and transfer of the shares of the
Company's common stock received in the merger. The transaction remains
subject to customary closing conditions, including the approval of the
Illinois Racing Board, Florida Division of Pari- Mutuel Wagering,
Department of Business and Professional Regulation and the Company's
shareholders. Closing of the transaction is expected during September
2000.
12
<PAGE>
CHURCHILL DOWNS INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 ( the "Act") provides certain "safe
harbor" provisions for forward-looking statements. All forward-looking
statements made in this Quarterly Report on Form 10-Q are made pursuant to the
Act. These statements represent our judgment concerning the future and are
subject to risks and uncertainties that could cause our actual operating results
and financial condition to differ materially. Forward-looking statements are
typically identified by the use of terms such as "may," "will," "expect,"
"anticipate," "estimate," and similar words, 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 our expectations
include: the financial performance of Arlington International Racecourse
("Arlington"); litigation surrounding the Rosemont, Illinois, riverboat casino;
market reaction to our merger agreement with Arlington; changes in Illinois law
that impact revenues of the racing operations in Illinois; the impact of gaming
competition (including lotteries and riverboat, cruise ship and land-based
casinos) and other sports and entertainment options in those markets in which we
operate; a substantial change in law or regulations affecting our pari- mutuel
activities; a substantial change in allocation of live racing days; a decrease
in riverboat admissions revenue from our Indiana operations; the impact of an
additional racetrack near our Indiana operations; our continued ability to
effectively compete for the country's top horses and trainers necessary to field
high-quality horse racing; our continued ability to grow our share of the
interstate simulcast market; the impact of interest rate fluctuations; our
ability to execute our acquisition strategy and to complete or successfully
operate planned expansion projects; our ability to adequately integrate acquired
businesses; the loss of our totalisator companies or their inability to keep
their technology current; our accountability for environmental contamination;
the loss of key personnel and the volatility of our stock price.
Overview
We conduct pari-mutuel wagering on live Thoroughbred, Standardbred and Quarter
Horse horse racing and simulcast signals of races. Additionally, we offer racing
services through our other interests.
We own and operate the Churchill Downs racetrack in Louisville, Kentucky, which
has conducted Thoroughbred racing since 1875 and is internationally known as
home of the Kentucky Derby. We also own and operate Hollywood Park, a
Thoroughbred racetrack in Inglewood, California ("Hollywood Park"); Calder Race
Course, a Thoroughbred racetrack in Miami, Florida, which owns racing licenses
held by Calder Race Course, Inc. and Tropical Park, Inc. ("Calder Race Course");
and Ellis Park, a Thoroughbred racetrack in Henderson, Kentucky ("Ellis Park").
We are the majority owner and operator of Hoosier Park at Anderson in Anderson,
Indiana, which conducts Thoroughbred, Quarter Horse and Standardbred horse
racing ("Hoosier Park"). Hoosier Park is owned by Hoosier Park, LP ("HPLP"), an
Indiana limited partnership. We have entered into a definitive agreement with
Centaur, Inc. ("Centaur") to sell a 26% interest in Hoosier Park, LP for a
purchase price of $8.5 million. Upon closing, we will retain a 51% interest in
Hoosier Park and continue to manage its
13
<PAGE>
CHURCHILL DOWNS INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
day-to-day operations. Centaur, which already owned a portion of HPLP prior to
the agreement, will then hold a 39% minority interest in HPLP. The transaction
is subject to certain closing conditions, including the approval of the Indiana
Horse Racing Commission ("IHRC") and various regulatory agencies, and closing is
expected during the third quarter of 2000. We also conduct simulcast wagering on
horse racing at our off-track betting facilities (OTBs) located in Louisville,
Kentucky, and in Indianapolis, Merrillville and Fort Wayne, Indiana, as well as
at our racetracks.
Additionally, we have entered into a definitive agreement with Duchossois
Industries Inc. ("DII"), a privately held company that owns Arlington
International Racecourse, under which Arlington International Racecourse Inc.,
Arlington Management Services Inc. and Turf Club of Illinois Inc. (collectively
"Arlington") will merge with us.
Under terms of the agreement, we will issue 3.15 million shares of our common
stock upon closing to DII. The agreement also specifies the issuance of up to an
additional 1.25 million shares of the our stock to DII depending on certain
developments and conditions over a future period. DII has entered into a
stockholder agreement that will provide for restrictions on the voting and
transfer of the shares of the common stock received in the merger. The
transaction remains subject to customary closing conditions, including the
approval of the Illinois Racing Board, Florida Division of Pari-Mutuel
Wagering, Department of Business and Professional Regulation, and our
shareholders. Closing of the transaction is expected during September 2000.
Because of the seasonal nature of our business and recent acquisition activity,
revenues and operating results for any interim quarter are likely 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. We
normally earn a substantial portion of our net earnings in the second quarter of
each year during which four of our five racetracks are open and the Kentucky
Derby and the Kentucky Oaks are run. The Kentucky Derby and the Kentucky Oaks
are run on the first weekend in May.
Our primary source of revenue is commissions on pari-mutuel wagering at our
racetracks and OTBs. Other sources of revenue include simulcast fees, Indiana
riverboat admissions subsidy revenue, lease income, admissions, concessions
revenue, sponsorship revenues, licensing rights and broadcast fees.
In Kentucky, two pieces of legislation significant to our operations were passed
in the 2000 session of the Kentucky General Assembly. First, an excise tax
credit for racetracks was included in the 2000-2002 Kentucky state budget. The
measure, effective July 1, 2000, calls for the two-year phase-in of a graduated
excise tax with average daily on-track handle of $1.2 million and below to be
taxed at 2.5% and average daily on-track handle in excess of $1.2 million to be
taxed at 3.5%. Under previous Kentucky law, tracks with average daily on-track
handle of $1.2 million and above, such as Churchill Downs, were taxed at a flat
rate of 3.5%. This credit of nearly $1.4 million in new revenue is earmarked for
horsemen's incentives and necessary apital improvements at Churchill Downs
racetrack over the next two years. Though this legislation is set to expire in
2002, we intend to lobby for a permanent 2% tax reduction in 2002.
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CHURCHILL DOWNS INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
The Kentucky General Assembly also enacted legislation that eliminates the
excise tax on Breeders' Cup Championship Day wagering at any Kentucky track that
hosts the event. This legislation is aimed at attracting the Breeders' Cup to
Kentucky, and Churchill Downs, on a more frequent basis. In 1998, Breeders' Cup
Day wagering at Churchill Downs totaled $13.4 million and generated excise taxes
of approximately $315,000. This tax exemption will not become effective until
January 1, 2001, and therefore will not apply to the 2000 Breeders' Cup at
Churchill Downs. The exemption will continue if the Breeders' Cup returns to
Kentucky within three years of the previously held event.
RESULTS OF OPERATIONS
Pari-mutuel wagering information, including intercompany transactions, for our
five live racing facilities and four separate OTBs, which are included in their
respective racetracks, during the six months ended June 30, 2000 and 1999 is as
follows ($ in thousands):
Churchill Hollywood Calder Race Ellis
Downs Park* Course* Hoosier Park Park
Live Racing
2000 handle $ 90,856 $100,240 $ 33,838 $ 4,814 -
2000 no. of days 45 46 29 61 -
1999 handle $ 93,689 $108,470 $ 35,225 $ 4,943 $ 596
1999 no. of days 47 50 29 60 2
Export simulcasting
2000 handle $354,265 $374,889 $ 86,134 $14,494 -
2000 no. of days 45 46 41 61 -
1999 handle $334,555 $417,128 $ 68,409 $ 8,622 $ 4,736
1999 no. of days 47 50 41 60 2
Import simulcasting
2000 handle $ 58,045 $120,517 - $72,013 $23,179
2000 no. of days 104 129 - 597 181
1999 handle $ 57,047 $107,337 - $69,262 $23,894
1999 no. of days 101 131 - 581 179
Totals
2000 handle $503,166 $595,646 $119,972 $91,321 $23,179
1999 handle $485,291 $632,935 $103,634 $82,827 $29,226
* Pari-mutuel wagering information is provided for the six months ended June 30,
2000 and 1999. Although the summary reflects handle for the first six months of
2000 and 1999 as if the acquisitions had taken place at the beginning of the
year, only revenues generated since the subsidiaries' acquisition dates have
been included in the Company's consolidated statements of earnings.
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CHURCHILL DOWNS INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Net Revenues
Net revenues during the six months ended June 30, 2000 increased $55.8 million
(55%) from $101.8 million in 1999 to $157.6 million in 2000. Churchill Downs
racetrack revenues increased $4.1 million (7%) primarily due to $1.3 million of
increased pari-mutuel wagering, and an increase in corporate sponsor event
ticket prices, admissions and seat revenue and concessions revenue as a result
of record attendance on Kentucky Oaks and Kentucky Derby days. Hollywood Park
contributed $50.9 million to the first six months of 2000 net revenues, and
Calder Race Course revenues increased $2.0 million to $13.7 million in 2000 from
$11.7 million in 1999 due to the timing of the 1999 acquisition. Hollywood Park
was acquired in the third quarter of 1999 and Calder Race Course was acquired in
the second quarter of 1999.
Operating Expenses
Operating expenses increased $45.9 million (61%) from $74.8 million in 1999 to
$120.7 million in 2000 primarily as a result of Hollywood Park's 2000 operating
expenses of $41.3 million, and Calder Race Course operating expenses increasing
$4.5 million, primarily due to the timing of the acquisition.
Gross Profit
Gross profit increased $9.9 million from $27.0 million in 1999 to $36.9 million
in 2000. The increase in gross profit was primarily the result of the
acquisition of Hollywood Park and the increase in gross profit for Churchill
Downs racetrack due to record attendance on Kentucky Oaks and Kentucky Derby
days.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses increased by $6.1 million
(88%) from $6.9 million in 1999 to $13.0 million in 2000. SG&A expenses at
Churchill Downs increased $2.1 million (50%) due primarily to increased
corporate staffing and compensation expenses reflecting the Company's
strengthened corporate services to meet the needs of new business units. The
1999 acquisitions of Calder Race Course and Hollywood Park resulted in increases
of $1.2 million and $2.2 million, respectively.
Other Income and Expense
Interest expense increased $5.5 million from $2.2 million in 1999 to $7.7
million in 2000 primarily as a result of borrowings to finance the acquisition
of Calder Race Course and Hollywood Park.
Income Tax Provision
The decrease in the income tax provision of $0.9 million for the six months
ended June 30, 2000 as compared to June 30, 1999 is primarily a result of a
decrease in pre-tax earnings.
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CHURCHILL DOWNS INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
Net Revenues
Net revenues during the three months ended June 30, 2000 increased $47.8 million
(57%) from $84.1 million in 1999 to $131.9 million in 2000. Churchill Downs
racetrack revenues increased $4.2 million (7%) primarily due to $1.4 million of
increased pari-mutuel wagering, and an increase in corporate sponsor event
ticket prices, admissions and seat revenue and concessions revenue as a result
of record attendance on Kentucky Oaks and Kentucky Derby days. Hollywood Park
contributed $45.1 million to the three months ended June 30, 2000 net revenues.
Operating Expenses
Operating expenses increased $34.0 million (61%) from $55.7 million in 1999 to
$89.7 million in 2000. Churchill Downs racetrack operating expenses increased
$1.5 million (5%) primarily due to increases in purses, consistent with
increases in pari-mutuel wagering revenues. Hollywood Park incurred 2000
operating expenses of $33.9 million.
Gross Profit
Gross profit increased $13.8 million from $28.5 million in 1999 to $42.3 million
in 2000. The increase in gross profit was primarily the result of the inclusion
of Hollywood Park and the increase in gross profit for Churchill Downs racetrack
due to record attendance on Kentucky Oaks and Kentucky Derby days.
Selling, General and Administrative Expenses
SG&A expenses increased by $3.2 million (89%) from $3.6 million in 1999 to $6.8
million in 2000. SG&A expenses at Churchill Downs increased $1.2 million (52%)
due primarily to increased corporate staffing and compensation expenses
reflecting the Company's strengthened corporate services to meet the needs of
new business units. The acquisition of Hollywood Park added $1.2 million. Other
operations accounted for the remaining $0.8 million of the increase in SG&A
expenses.
Other Income and Expense
Interest expense increased $2.1 million from $1.8 million in 1999 to $3.9
million in 2000 primarily as a result of borrowings to finance the 1999
acquisitions of Calder Race Course and Hollywood Park.
Income Tax Provision
Our income tax provision increased by $3.3 million for the three months ended
June 30, 2000 as compared to June 30, 1999 primarily as a result of an increase
in pre-tax earnings of $7.9 million.
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CHURCHILL DOWNS INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Significant Changes in the Balance Sheet June 30, 2000 to December 31, 1999
Restricted cash increased $30.4 million as a result of current period separate
classification of restricted assets primarily due to the timing of Hollywood
Park's live racing meet.
Accounts payable increased $19.2 million at June 30, 2000 primarily due to
increases in purses payable and other expenses related to simulcast wagering for
Churchill Downs racetrack, Hollywood Park and Hoosier Park.
Accrued expenses increased $15.0 million primarily as a result of Hollywood Park
live racing accrued payables.
Dividends payable decreased $4.9 million at June 30, 2000 due to the payment of
dividends of $4.9 million (declared in 1999) in first quarter 2000.
Income taxes payable increased by $5.6 million at June 30, 2000 representing the
estimated income tax expense attributed to income generated in the six months of
2000.
Deferred revenue decreased $8.5 million at June 30, 2000, primarily due to the
significant amount of admission and seat revenue that was received prior to
December 31, 1999 recognized as income in May 2000 for the Kentucky Derby and
Kentucky Oaks race days.
The long-term debt decrease of $14.2 million was the result of the application
of current cash flow to reduce borrowings under our bank line of credit during
2000.
Significant Changes in the Balance Sheet June 30, 2000 to June 30, 1999
Restricted cash increased $30.4 million as a result of current period separate
classification of restricted assets primarily due to the timing of Hollywood
Park's live racing meet.
Accounts receivable increased $8.4 million at June 30, 2000. The acquisition of
Hollywood Park increased accounts receivable by $7.1 million. The remaining
increase was primarily due to the timing of payments received for Churchill
Downs racetrack's live Spring Meet.
Net plant and equipment increased $142.9 million primarily as a result of the
acquisition of Hollywood Park. Additional increases were due to routine capital
spending at our operating units offset by depreciation expense and the sale of
the Kentucky Horse Center assets during the second quarter of 2000.
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CHURCHILL DOWNS INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
The accounts payable increase of $18.8 million was primarily due to the
acquisition of Hollywood Park which represents $7.6 million of the increase. The
additional $11.2 million increase was due to the timing of payments for
horsemen-related and simulcast payables for Churchill Downs racetrack Spring
Meet.
Accrued expenses increased $20.3 million, primarily due to a $19.1 million
increase as a result of the Hollywood Park acquisition.
The long-term debt net increase of $63.4 million was due primarily to line of
credit borrowings used to fund the acquisition of Hollywood Park.
Common stock increased $62.7 million primarily due to $62.1 million in net
proceeds received from our public offering during the third quarter of 1999.
Liquidity and Capital Resources
The working capital deficiency was $4.9 million at June 30, 2000 and 1999 which
results from the seasonality of our businesses. Cash flows provided by
operations were $18.2 and $26.1 million for the six months ended June 30, 2000
and 1999, respectively. Management believes cash flows from operations and
available borrowings during 2000 will be sufficient to fund our cash
requirements for the year, including capital improvements and future
acquisitions.
Cash flows used in investing activities were $8.5 million and $93.7 million for
the six months ended June 30, 2000 and 1999, respectively. Cash used for 1999
business acquisitions consisted of $82.4 million net of cash acquired for the
acquisition of Calder Race Course during the second quarter and $2.9 million
net of cash acquired for the acquisition of Charlson Broadcast Technologies,
LLC during the first quarter. We used $13.5 million during 2000 for capital
spending at our facilities including $4.9 million for the expansion of Churchill
Downs' main entrance and corporate offices.
Cash flows (used in) provided by financing activities were $(16.8) and $83.1
million for the six months ended June 30, 2000 and 1999, respectively. We
borrowed $15 million and repaid $29 million on our line of credit during 2000.
In April 1999, our total line of credit was increased to $250 million under a
revolving loan facility, of which $164 million was outstanding at June 30, 2000.
This line of credit is secured by substantially all of our assets and matures in
2004. This credit facility is intended to meet working capital and other short-
term requirements and to provide funding for future acquisitions.
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CHURCHILL DOWNS INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Impact of Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivatives and Hedging Activities (SFAS 133), which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. SFAS 133, as amended by SFAS 137, is
effective for the Company's year ending December 31, 2001. Management of the
Company is currently analyzing the impact of SFAS 133 but anticipates that the
adoption of SFAS 133 will not have a material effect on the Company's results of
operations or financial position.
On December 3, 1999, the staff of the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 101 (SAB 101), Revenue Recognition in
Financial Statements. SAB 101 summarizes some of the staff's interpretations of
the application of generally accepted accounting principles to revenue
recognition. The staff of the SEC issued Staff Accounting Bulletin No. 101B (SAB
101B) which delays the application of the accounting and disclosure requirements
to no later than the fourth quarter of the fiscal year beginning after December
15, 1999. Management of the Company is currently analyzing the impact of SAB 101
and plans to adopt the accounting and disclosure requirements in the fourth
quarter of 2000. Management does not anticipate the adoption of SAB 101 to have
a material effect on the Company's results of operations or financial position.
Pending Transactions
We have entered into a definitive agreement with Centaur, Inc. ("Centaur") to
sell a 26% interest in Hoosier Park, LP ("HPLP") for a purchase price of $8.5
million. HPLP is an Indiana limited partnership that owns Hoosier Park racetrack
and related OTBs. Upon closing, we will retain a 51% interest in HPLP and
continue to manage its day-to-day operations. Centaur, which already owned a
portion of HPLP prior to the agreement, will then hold a 39% minority interest
in HPLP. The transaction is subject to certain closing conditions, including the
approval of the IHRC. The agreement also contains a provision under which
Centaur has the right to purchase our remaining interest at any time prior to
July 31, 2001. If Centaur does not exercise this option, both parties will have
an opportunity to purchase the other's remaining interest on the basis of
specific terms outlined in the definitive agreement. Closing is expected during
the third quarter of 2000.
We have also entered into a definitive agreement with Duchossois Industries Inc.
("DII"), a privately held company that owns Arlington International Racecourse,
under which Arlington International Racecourse Inc., Arlington Management
Services Inc. and Turf Club of Illinois Inc. will merge with us.
Under terms of the agreement, we will issue 3.15 million shares of our common
stock upon closing to DII. The agreement also specifies the issuance of up to an
additional 1.25 million shares of our stock to DII depending on certain
developments and conditions over a future period. DII has entered into a
stockholder's agreement that will provide for restrictions on the voting and
transfer of the shares of the common stock received in the merger. The
transaction remains subject to customary closing conditions, including the
approval of the Illinois Racing Board, Florida Division of Pari-Mutuel
Wagering, Department of Business and Professional Regulation and our
shareholders. Closing of the transaction is expected during September 2000.
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CHURCHILL DOWNS INCORPORATED
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
At June 30, 2000, we had $164 million of debt outstanding under
our revolving loan facility, which bears interest at LIBOR based
variable rates. We are exposed to market risk on 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 annual pre-tax earnings and cash flows by $1.6 million.
In order to mitigate a portion of the market risk associated with
our variable rate debt, we have entered into interest rate swap
contracts with major financial institutions. Under terms of these
separate contracts we receive a LIBOR based variable interest
rate on notional amounts of $35.0 million each and pay a fixed
interest rate of 5.89%, 7.015% and 7.30%, which mature in August
2000, March 2003 and May 2002, respectively. Assuming the June
30, 2000 notional amounts under the interest rate swap contracts
remain constant, a one percentage point increase in the LIBOR
rate would increase annual pre-tax earnings and cash flows by
$1.1 million. Management plans to engage in further interest rate
swap agreements in the future to reduce our interest rate
exposure.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
Not Applicable
ITEM 2. Changes in Securities and Use of Proceeds
Not Applicable
ITEM 3. Defaults Upon Senior Securities
Not Applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
The registrant's 2000 Annual Meeting of Shareholders was held on
June 22, 2000. Proxies were solicited by the registrant's board
of directors pursuant to Regulation 14 under the Securities
Exchange Act of 1934. There was no solicitation in opposition to
the board's nominees as listed in the proxy statement, and all
nominees were elected by vote of the shareholders. Voting results
for each nominee were as follows:
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Class I Directors Votes For Votes Withheld
----------------- --------- --------------
William S. Farish 7,910,933 78,670
G. Watts Humphrey, Jr. 7,910,939 78,664
Brad M. Kelley 7,917,527 72,076
Dennis Swanson 7,908,529 81,074
A proposal (Proposal No. 2) to approve the Churchill Downs
Incorporated 2000 Employee Stock Purchase Plan was approved by a
vote of the majority of the shares of the registrant's common
stock represented at the meeting: 7,698,853 shares were voted in
favor of the proposal; 199,515 were voted against; and 91,235
abstained.
A proposed amendment (Proposal No. 3) of the Churchill Downs
Incorporated 1997 Stock Option Plan to increase the number of
shares of common stock available for issuance under the plan from
300,000 shares to 600,000 shares was approved by a vote of the
majority of the shares of the registrant's common stock
represented at the meeting: 7,482,956 shares were voted in favor
of the proposal; 463,890 were voted against; and 42,757
abstained.
A proposal (Proposal No. 4) to approve the minutes of the 1999
Annual Meeting of Shareholders' was approved by a vote of the
majority of the shares of the registrant's common stock
represented at the meeting: 7,852,448 shares were voted in favor
of the proposal; 50,313 were voted against; and 86,842 abstained.
The total number of shares of common stock outstanding as of
April 24, 2000, the record date of the Annual Meeting of
Shareholders, was 9,853,627.
ITEM 5. Other Information
Not Applicable
ITEM 6. Exhibits and Reports on Form 8-K.
A. Exhibits
See exhibit index on page 24.
B. Reports on Form 8-K
Churchill Downs Incorporated filed a Current Report on
Form 8-K dated June 23, 2000, under Item 5,"Other Events",
reporting the agreement and plan of merger with Duchossois
Industries Inc., A. Acquisition Corp., A. Management
Acquisition Corp., T. Club Acquisition Corp., Arlington
International Racecourse, Inc., Arlington Management
Services, Inc. and Turf Club of Illinois, Inc.
Churchill Downs Incorporated filed a Current Report on
Form 8-K dated May 9, 2000, under Item 5, "Other Events",
reporting on Churchill Downs Incorporated first quarter
results for 2000.
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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
August 14, 2000 \s\Thomas H. Meeker
---------------------------------------------
Thomas H. Meeker
President and Chief Executive Officer
(Director and Principal Executive Officer)
August 14, 2000 \s\Robert L. Decker
----------------------------------------------
Robert L. Decker
Executive Vice President and Chief Financial
Officer
(Principal Financial Officer)
August 14, 2000 \s\Michael E. Miller
----------------------------------------------
Michael E. Miller
Senior Vice President, Finance
(Principal Accounting Officer)
23
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EXHIBIT INDEX
Numbers Description By Reference To
------- ----------- ---------------
(2)(a) Agreement and Plan of Merger dated as of June Exhibit 2 (i) to
23,2000 by Churchill Downs Incorporated, A. Report on Form 8-K
Acquisition Corp., A. Management Acquisition dated June 23, 2000
Corp., T. Club Acquisition Corp., Arlington
International Racecourse, Inc., Arlington
Management Services, Inc., Turf Club of
Illinois, Inc. and Duchossois Industries, Inc.
(10)(a) Fourth Amendment to $250,000,000 Revolving Page 25, Report on
Credit Facility Credit Agreement dated May Form 10-Q for the
12, 2000 fiscal quarter ended
June 30, 2000
(b) Fifth Amendment to $250,000,000 Revolving Page 37, Report on
Credit Facility Credit Agreement dated Form 10-Q for the
June 19, 2000 fiscal quarter ended
June 30, 2000
(27) Financial Data Schedule for the fiscal Page 49, Report on
quarter ended June 30, 2000 Form 10-Q for the
fiscal quarter ended
June 30, 2000
24
