CHURCHILL DOWNS INC
8-K, EX-99, 2000-10-26
RACING, INCLUDING TRACK OPERATION
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                                                Contact:  Chantelle Kammerdiener
                                                   (502) 636-4415/(502) 266-8731
                                                          [email protected]


                      CHURCHILL DOWNS INCORPORATED REPORTS
                          RECORD THIRD-QUARTER RESULTS

Net revenues  increased 64 percent to $103.5 million.
Net earnings rose 513 percent to $7.3 million.
Earnings per share increased to a new  third-quarter high of 68 cents.

LOUISVILLE,  Ky. (Oct. 25, 2000) -- Churchill Downs Incorporated  (Nasdaq: CHDN)
("CDI") today reported its financial results for the three months ended Sept.30,
2000, which included record third-quarter revenues and net earnings.

         Net revenues for the third quarter were $103.5 million,  an increase of
64 percent  over $63.1  million  reported  for the same  period  last year.  Net
earnings for the quarter were $7.3  million,  up 513 percent from $1.2 million a
year ago.  Diluted  earnings  per share  were 68 cents on 10.7  million  average
diluted  shares  outstanding,  compared  with 12  cents on 9.6  million  average
diluted shares  outstanding  during the third quarter of 1999. CDI also recorded
sharply  higher net revenues  and  earnings for the nine months ended Sept.  30,
2000, and those results are included in the accompanying tables.

         The increases of 12.1 percent and 22.6 percent in the number of average
diluted shares outstanding for the third quarter and nine months,  respectively,
were due to the issuance of 3.15 million  common shares for the  September  2000
merger with Arlington International Racecourse,  now doing business as Arlington
Park.

         Thomas H. Meeker,  CDI's  president and chief executive  officer,  said
that the completion of the Arlington  merger  highlighted the Company's  ongoing
progress  during  the  third  quarter  and  contributed   significantly  to  the
year-to-year gains, especially to the significant increase in net income.

         Meeker noted,  "As expected,  our results during the quarter  benefited
from the income  from the  management  contract  that was in effect  from July 1
through the closing of the merger on Sept.  8. We had  indicated in our mid-year
report that we anticipated a significant  increment to per-share earnings in the
third quarter from this  pre-closing  management  agreement.  We also noted that
this  gain  would be  largely  offset in the  fourth  quarter  as we  assimilate
Arlington into our  operations at a time when the racetrack  would not be racing
and there would be  significantly  more shares  outstanding.  Our  third-quarter


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<PAGE>

year-to-year  comparisons  were also aided by the  inclusion  of the live racing
portion of  Arlington's  race meet from the closing of the merger  through Sept.
30.

         "Our  experience to date with Arlington  supports our  confidence  that
this transaction  represents  another important event in the long-term record of
CDI. It is important to note,  however,  that our results for the third  quarter
were also aided by strong  performances  by our other  operations.  We benefited
from a full quarter with Hollywood Park,  after being able to only include a few
weeks of their operations  during the year-earlier  quarter due to the timing of
the  acquisition's  completion in September 1999.  Churchill Downs' results were
impressive  beyond the  benefit of having the  additional  week of live  racing,
which we  transferred  from Ellis Park.  Our  Henderson,  Ky., track reduced the
number of live racing days it offered, including the first week in July that was
transferred to Churchill Downs.  Ellis Park's total reduction from 61 to 41 days
helped the  racetrack to increase its purses,  improve the quality of its racing
and produce a superb  on-track  performance  during its race meet this year.  We
plan to continue to strengthen  all of our racing  operations and make rewarding
strides in our plans to build the CSDN brand as the premier simulcast product in
horse racing."

         Meeker added,  "Although we face a difficult comparison in earnings per
share for the fourth quarter, we expect to meet the published consensus estimate
for the final  period,  and we believe our  earnings for 2000 as a whole will at
least match the $1.72 diluted per share reported for 1999. That achievement will
cap a very  successful  year  in  which  we  absorbed  the  first  full  year of
operations  of both  Calder  Race  Course  and  Hollywood  Park,  completed  the
Arlington  merger and made  substantial  investments in the personnel  resources
that  will be vital to our  future  expansion.  We will end 2000  with an annual
schedule of live racing programs that is triple what we offered just three years
ago,  and we are  excited  about the  prospect  for  continued  growth  that our
momentum offers in 2001.

         A conference  call  regarding  this release is scheduled  for Thursday,
Oct.  26,  at 9 a.m.  EDT.  Interested  parties  can  access  the  live  call in
listen-only   mode  by  calling   (719)   457-2604  or  using  the  Internet  at
www.kentuckyderby.com  or  www.streetevents.com.  A  telephone  replay  will  be
available for five days beginning at noon on Oct. 26. To access the replay, dial
(719)  457-0820,  code  404211.  Additionally,  the call will be archived  for a
maximum of 30 days on the Web sites listed above.

         Churchill Downs  Incorporated - headquartered  in Louisville,  Ky. - is
one of the world's  leading  horse racing  companies.  Its  flagship  operation,
Churchill  Downs,  is home of the Kentucky  Derby and will host the race's 127th
running on May 5, 2001.  The Company  owns  additional  racetracks  in Kentucky,
Illinois, California and Florida and has interests in a pari-mutuel operation in
Indiana as well as various racing services  companies.  CDI trades on the Nasdaq
National  Market  under  the  symbol  CHDN and can be found on the  Internet  at
www.kentuckyderby.com.

                                       4
<PAGE>


         This news release contains forward-looking  statements made pursuant to
the "safe harbor" provisions of the Private Securities  Litigation Reform Act of
1995. The reader is cautioned that such forward-looking statements involve 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;  litigation surrounding the
Rosemont,  Ill., 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.


                                       5
<PAGE>


                          CHURCHILL DOWNS INCORPORATED
                       CONSOLIDATED STATEMENTS OF EARNINGS
                for the nine and three months ended September 30,
                                   (Unaudited)

(In thousands, except per share data)
                              Nine Months Ended      Three Months Ended
                                September 30,           September 30,
                             -------------------     -------------------
                               2000       1999         2000       1999
                               ----       ----         ----       ----
Net revenues                 $261,120   $164,879     $103,536    $63,076
Operating expenses            200,954    129,482       80,282     54,662
                             ---------  ---------    ---------   --------
   Gross profit                60,166     35,397       23,254      8,414

Selling, general and
  administrative expenses      20,394     11,668        7,430      4,779
                             ---------  ---------    ---------   --------
   Operating income            39,772     23,729       15,824      3,635
                             ---------  ---------    ---------   --------

Other income (expense):
   Interest income                774        566          269        204
   Interest expense           (11,353)    (4,162)      (3,683)    (1,953)
   Miscellaneous, net            (513)       293          (97)       169
                             ---------  ---------    ---------   --------
                              (11,092)    (3,303)      (3,511)    (1,580)
                             ---------  ---------    ---------   --------

Earnings before income
  tax provision                28,680     20,426       12,313      2,055
                             ---------  ---------    ---------   --------

Federal and state income
  tax provision               (11,802)    (8,579)      (5,010)      (863)
                             ---------  ---------    ---------   --------

   Net earnings              $ 16,878   $ 11,847     $  7,303    $ 1,192
                             =========  =========    =========   ========

Earnings per common
share data:

   Basic                        $1.67      $1.45        $0.69      $0.13
   Diluted                      $1.66      $1.43        $0.68      $0.12

Weighted average shares
  outstanding:

   Basic                       10,121      8,175       10,649      9,455
   Diluted                     10,176      8,297       10,707      9,552

Certain financial statement amounts have been reclassified in the prior years to
conform to current year presentation.

                                       6
<PAGE>


                          CHURCHILL DOWNS INCORPORATED
                   SUPPLEMENTAL INFORMATION BY OPERATING UNIT
                for the nine and three months ended September 30,
                                   (Unaudited)

                              Nine Months Ended      Three Months Ended
                                September 30,           September 30,
                             -------------------     -------------------
(In thousands)                 2000       1999         2000        1999
                               ----       ----         ----        ----
Net revenues:
  Churchill Downs            $ 73,639   $ 66,653     $  8,960    $ 5,520
  Hollywood Park               75,003      1,117       24,124      1,117
  Calder Race Course           42,556     39,053       28,888     27,352
  Arlington                     9,171        -          9,171        -
  Hoosier Park                 38,090     37,514       13,872     13,256
  Ellis Park                   14,947     18,491       12,265     15,528
  Other investments            11,524      4,378        8,011      1,667
                             ---------  ---------    ---------   --------
                              264,930    167,206      105,291     64,440
  Corporate revenues*             651        -             46        -
  Eliminations                 (4,461)    (2,327)      (1,801)    (1,364)
                             ---------  ---------    ---------   --------
                             $261,120   $164,879     $103,536    $63,076
                             =========  =========    =========   ========
EBITDA:
  Churchill Downs            $ 21,502   $ 18,001     $ (2,361)   $(4,013)
  Hollywood Park               13,380       (542)       3,909       (542)
  Calder Race Course            7,001      8,865        7,746      6,977
  Arlington                     2,093        -          2,093        -
  Hoosier Park                  4,939      5,131        1,497      1,744
  Ellis Park                    1,534      2,834        2,581      3,637
  Other investments             7,137      1,115        6,437        454
                             ---------  ---------    ---------   --------
                               57,586     35,404       21,902      8,257
  Corporate expenses*          (6,129)    (3,949)      (1,940)    (1,404)
                             ---------  ----------   ---------   --------
                             $ 51,457   $ 31,455     $ 19,962    $ 6,853
                             =========  =========    =========   ========
Operating income (loss):
  Churchill Downs            $ 18,721   $ 15,328     $ (3,282)   $(4,883)
  Hollywood Park               10,082       (795)       2,767       (795)
  Calder Race Course            4,307      7,364        6,834      6,062
  Arlington                     1,960        -          1,960        -
  Hoosier Park                  3,942      4,183        1,164      1,417
  Ellis Park                      442      1,842        2,211      3,292
  Other investments             6,146       (244)       6,169        (54)
                             ---------  ---------    ---------   --------
                               45,600     27,678       17,823      5,039
  Corporate expenses*          (5,828)    (3,949)      (1,999)    (1,404)
                             ---------  ---------    ---------   --------
                             $ 39,772   $ 23,729     $ 15,824    $ 3,635
                             =========  =========    =========   =======

* 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 nine and three months  ended  September  30, 2000 and 1999 are
reported separately.

Certain financial  statement amounts have been reclassified in the prior periods
to conform to current period presentation.

                                       7
<PAGE>




                          CHURCHILL DOWNS INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
(in thousands)
                                      September 30,  December 31,  September 30,
            ASSETS                         2000           1999          1999
                                          ----           ----          ----
Current assets:
  Cash and cash equivalents             $ 11,359       $ 29,060       $27,936
  Restricted cash                          9,270            -             -
  Accounts receivable                     35,096         24,279        14,812
  Other current assets                     4,627          2,751         3,110
                                        ---------      ---------     ---------

          Total current assets            60,352         56,090        45,858

Other assets                               7,390          4,740         6,167
Plant and equipment, net                 339,593        274,882       275,631
Intangible assets, net                    64,346         62,334        61,899
                                        ---------      ---------     ---------
                                        $471,681       $398,046      $389,555
                                        =========      =========     =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                      $ 34,572       $ 14,794      $ 19,616
  Accrued expenses                        38,025         23,821        18,102
  Dividends payable                          -            4,927           -
  Income taxes payable                     1,774            336         1,529
  Deferred revenue                         5,386         10,860         3,094
  Long-term debt, current portion          2,277            552           465
                                        ---------      --------      ---------
          Total current liabilities       82,034         55,290        42,806

Long-term debt                           157,183        180,898       186,104
Other liabilities                         10,299          8,263         4,836
Deferred income taxes                     15,565         15,474        15,938
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:
      13,015 shares September 30,
      2000,  and  9,854  shares
      December 31, 1999 and
      September 30, 1999                 123,149         71,634        71,634
  Retained earnings                       83,545         66,667        68,446
  Deferred compensation costs                (29)          (115)         (144)
  Note receivable for common stock           (65)           (65)          (65)
                                        ---------      ---------     ---------
                                         206,600        138,121       139,871
                                        ---------     ----------     ---------
                                        $471,681       $398,046      $389,555
                                        =========      =========     =========

Certain financial statement amounts have been reclassified in the prior years to
conform to current year presentation.

                                       8

<PAGE>


                                   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




     October 25, 2000                         /s/Robert L. Decker
                                             -----------------------------------
                                             Robert L. Decker
                                             Executive Vice President and Chief
                                             Financial Officer
                                             (Principal Financial Officer)



     October 25, 2000                         /s/Michael E. Miller
                                             -----------------------------------
                                             Michael E. Miller
                                             Senior Vice President, Finance
                                             (Principal Accounting Officer)

                                       9


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