Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 13, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-33998 | |
Entity Registrant Name | Churchill Downs Inc | |
Entity Incorporation, State or Country Code | KY | |
Entity Tax Identification Number | 61-0156015 | |
Entity Address, Address Line One | 600 North Hurstbourne Parkway, Suite 400 | |
Entity Address, City or Town | Louisville, | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 40222 | |
City Area Code | 502 | |
Local Phone Number | 636-4400 | |
Title of 12(b) Security | Common Stock, No Par Value | |
Trading Symbol | CHDN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,249,128 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000020212 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net revenue: | ||||
Net revenue | $ 393 | $ 337.8 | $ 1,232.4 | $ 775.8 |
Operating expense: | ||||
Selling, general and administrative expense | 36.1 | 38.8 | 99.7 | 85.3 |
Asset impairments | 0 | 0 | 11.2 | 17.5 |
Transaction expense, net | 2 | 0.5 | 2.1 | 1 |
Total operating expense | 325.4 | 288.3 | 982.7 | 738.3 |
Operating income | 67.6 | 49.5 | 249.7 | 37.5 |
Other income (expense): | ||||
Interest expense, net | (21.7) | (19.7) | (63.1) | (59.3) |
Equity in income of unconsolidated affiliates | 41.7 | 27.6 | 103 | 13.2 |
Miscellaneous, net | 0.1 | (0.4) | 0.3 | (0.1) |
Total other income (expense) | 20.1 | 7.5 | 40.2 | (46.2) |
Income (loss) from continuing operations before (provision) benefit for income taxes | 87.7 | 57 | 289.9 | (8.7) |
Income tax (provision) benefit | (26.3) | (13.9) | (84.1) | 5.6 |
Net income (loss) from continuing operations | 61.4 | 43.1 | 205.8 | (3.1) |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | (96.1) |
Net income (loss) | 61.4 | 43.1 | 205.8 | (99.2) |
Net loss attributable to noncontrolling interest | 0 | (0.1) | 0 | (0.2) |
Net income (loss) and comprehensive income (loss) attributable to Churchill Downs Incorporated | $ 61.4 | $ 43.2 | $ 205.8 | $ (99) |
Net income (loss) per common share data - basic: | ||||
Continuing operations (in dollars per share) | $ 1.59 | $ 1.09 | $ 5.31 | $ (0.07) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (2.43) |
Net income (loss) per common share data - basic (in dollars per share) | 1.59 | 1.09 | 5.31 | (2.50) |
Net income (loss) per common share data - diluted: | ||||
Continuing operations (in dollars per share) | 1.57 | 1.08 | 5.23 | (0.07) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (2.43) |
Net income (loss) per common share data - diluted (in dollars per share) | $ 1.57 | $ 1.08 | $ 5.23 | $ (2.50) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 38.6 | 39.5 | 38.7 | 39.6 |
Diluted (in shares) | 39.2 | 40.1 | 39.3 | 39.6 |
Live and Historical Racing | ||||
Net revenue: | ||||
Net revenue | $ 79.7 | $ 63.8 | $ 318.8 | $ 115.2 |
Operating expense: | ||||
Operating expense | 62.3 | 55.7 | 217.3 | 121.9 |
TwinSpires | ||||
Net revenue: | ||||
Net revenue | 101.8 | 127.1 | 337.1 | 317.5 |
Operating expense: | ||||
Operating expense | 77.5 | 84 | 247.3 | 209.5 |
Gaming | ||||
Net revenue: | ||||
Net revenue | 185.3 | 133.5 | 523.3 | 316.7 |
Operating expense: | ||||
Operating expense | 127.7 | 96.2 | 355 | 265.8 |
All Other | ||||
Net revenue: | ||||
Net revenue | 26.2 | 13.4 | 53.2 | 26.4 |
Operating expense: | ||||
Operating expense | $ 19.8 | $ 13.1 | $ 50.1 | $ 37.3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 315.7 | $ 67.4 |
Restricted cash | 70.6 | 53.6 |
Accounts receivable, net | 50.6 | 36.5 |
Income taxes receivable | 54.7 | 49.4 |
Other current assets | 36.5 | 28.2 |
Total current assets | 528.1 | 235.1 |
Property and equipment, net | 1,053.4 | 1,082.1 |
Investment in and advances to unconsolidated affiliates | 655.1 | 630.6 |
Goodwill | 366.8 | 366.8 |
Other intangible assets, net | 349.3 | 350.6 |
Other assets | 20.8 | 21.2 |
Total assets | 2,973.5 | 2,686.4 |
Current liabilities: | ||
Accounts payable | 92.4 | 70.7 |
Accrued expenses and other current liabilities | 227.4 | 167.8 |
Current deferred revenue | 25.7 | 32.8 |
Current maturities of long-term debt | 7 | 4 |
Dividends payable | 0 | 24.9 |
Current liabilities of discontinued operations | 0 | 124 |
Total current liabilities | 352.5 | 424.2 |
Long-term debt, net of current maturities and loan origination fees | 670 | 530.5 |
Notes payable, net of debt issuance costs | 1,292 | 1,087.8 |
Non-current deferred revenue | 13.3 | 17.1 |
Deferred income taxes | 255.9 | 213.9 |
Other liabilities | 51 | 45.8 |
Total liabilities | 2,634.7 | 2,319.3 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock | 0 | 18.2 |
Retained earnings | 339.7 | 349.8 |
Accumulated other comprehensive loss | (0.9) | (0.9) |
Total shareholders' equity | 338.8 | 367.1 |
Total liabilities and shareholders' equity | $ 2,973.5 | $ 2,686.4 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Noncontrolling Interest |
Shares outstanding, beginning (in shares) at Dec. 31, 2019 | 39.7 | ||||||
Shareholders' equity, beginning at Dec. 31, 2019 | $ 511 | $ (0.5) | $ 0 | $ 509.2 | $ (0.5) | $ (0.9) | $ 2.7 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (23.5) | (23.4) | (0.1) | ||||
Repurchase of common stock (in shares) | (0.3) | ||||||
Repurchase of common stock | (27.9) | $ (4.3) | (23.6) | ||||
Cash settlement of stock awards | (12.7) | (12.7) | |||||
Taxes paid related to net share settlement of stock awards | (15.1) | (15.1) | |||||
Stock-based compensation | 4.3 | $ 4.3 | |||||
Shares outstanding, ending (in shares) at Mar. 31, 2020 | 39.4 | ||||||
Shareholders' equity, ending at Mar. 31, 2020 | 435.6 | $ 0 | 433.9 | (0.9) | 2.6 | ||
Shares outstanding, beginning (in shares) at Dec. 31, 2019 | 39.7 | ||||||
Shareholders' equity, beginning at Dec. 31, 2019 | 511 | $ (0.5) | $ 0 | 509.2 | $ (0.5) | (0.9) | 2.7 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (99.2) | ||||||
Shares outstanding, ending (in shares) at Sep. 30, 2020 | 39.5 | ||||||
Shareholders' equity, ending at Sep. 30, 2020 | 372.2 | $ 15.5 | 357.6 | (0.9) | 0 | ||
Shares outstanding, beginning (in shares) at Mar. 31, 2020 | 39.4 | ||||||
Shareholders' equity, beginning at Mar. 31, 2020 | 435.6 | $ 0 | 433.9 | (0.9) | 2.6 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (118.8) | (118.8) | |||||
Stock-based compensation | 6.1 | $ 6.1 | |||||
Other | (0.2) | (0.2) | |||||
Shares outstanding, ending (in shares) at Jun. 30, 2020 | 39.4 | ||||||
Shareholders' equity, ending at Jun. 30, 2020 | 322.7 | $ 6.1 | 314.9 | (0.9) | 2.6 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 43.1 | 43.2 | (0.1) | ||||
Purchase of noncontrolling interest | (3) | (0.5) | (2.5) | ||||
Issuance of common stock (in shares) | 0.1 | ||||||
Issuance of common stock | 2.5 | $ 2.5 | |||||
Stock-based compensation | 6.9 | $ 6.9 | |||||
Shares outstanding, ending (in shares) at Sep. 30, 2020 | 39.5 | ||||||
Shareholders' equity, ending at Sep. 30, 2020 | 372.2 | $ 15.5 | 357.6 | (0.9) | 0 | ||
Shares outstanding, beginning (in shares) at Dec. 31, 2020 | 39.5 | ||||||
Shareholders' equity, beginning at Dec. 31, 2020 | 367.1 | $ 18.2 | 349.8 | (0.9) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 36.1 | 36.1 | |||||
Issuance of common stock (in shares) | 0.1 | ||||||
Issuance of common stock | 0 | ||||||
Repurchase of common stock (in shares) | (1) | ||||||
Repurchase of common stock | (193.9) | $ (22) | (171.9) | ||||
Taxes paid related to net share settlement of stock awards (in shares) | (0.1) | ||||||
Taxes paid related to net share settlement of stock awards | (12.6) | (12.6) | |||||
Stock-based compensation | 5.5 | $ 5.5 | |||||
Shares outstanding, ending (in shares) at Mar. 31, 2021 | 38.5 | ||||||
Shareholders' equity, ending at Mar. 31, 2021 | 202.2 | $ 1.7 | 201.4 | (0.9) | 0 | ||
Shares outstanding, beginning (in shares) at Dec. 31, 2020 | 39.5 | ||||||
Shareholders' equity, beginning at Dec. 31, 2020 | 367.1 | $ 18.2 | 349.8 | (0.9) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 205.8 | ||||||
Shares outstanding, ending (in shares) at Sep. 30, 2021 | 38.3 | ||||||
Shareholders' equity, ending at Sep. 30, 2021 | 338.8 | $ 0 | 339.7 | (0.9) | 0 | ||
Shares outstanding, beginning (in shares) at Mar. 31, 2021 | 38.5 | ||||||
Shareholders' equity, beginning at Mar. 31, 2021 | 202.2 | $ 1.7 | 201.4 | (0.9) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 108.3 | 108.3 | |||||
Stock-based compensation | 7.1 | $ 7.1 | |||||
Other | (0.2) | (0.2) | |||||
Shares outstanding, ending (in shares) at Jun. 30, 2021 | 38.5 | ||||||
Shareholders' equity, ending at Jun. 30, 2021 | 317.4 | $ 8.8 | 309.5 | (0.9) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 61.4 | 61.4 | |||||
Issuance of common stock | 2.5 | $ 2.5 | |||||
Repurchase of common stock (in shares) | (0.2) | ||||||
Repurchase of common stock | (50) | $ (19.1) | (30.9) | ||||
Taxes paid related to net share settlement of stock awards | (0.3) | (0.3) | |||||
Stock-based compensation | 7.8 | $ 7.8 | |||||
Shares outstanding, ending (in shares) at Sep. 30, 2021 | 38.3 | ||||||
Shareholders' equity, ending at Sep. 30, 2021 | $ 338.8 | $ 0 | $ 339.7 | $ (0.9) | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 205.8 | $ (99.2) |
Loss from discontinued operations, net of tax | 0 | (96.1) |
Net income (loss) from continuing operations | 205.8 | (3.1) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 77.9 | 66.5 |
Distributions from unconsolidated affiliates | 77.7 | 12.8 |
Equity in income of unconsolidated affiliates | (103) | (13.2) |
Stock-based compensation | 20.4 | 17.3 |
Deferred income taxes | 12.8 | 22 |
Asset impairments | 11.2 | 17.5 |
Amortization of operating lease assets | 4.3 | 3.7 |
Other | 5.9 | 3.5 |
Changes in operating assets and liabilities: | ||
Income taxes | 23.8 | (26.2) |
Deferred revenue | (11.6) | (1.9) |
Other assets and liabilities | 65.8 | 39.7 |
Net cash provided by operating activities | 391 | 138.6 |
Cash flows from investing activities: | ||
Capital maintenance expenditures | (22.3) | (18.2) |
Capital project expenditures | (29.8) | (191.9) |
Other | (3.1) | (2.7) |
Net cash used in investing activities | (55.2) | (212.8) |
Cash flows from financing activities: | ||
Proceeds from borrowings under long-term debt obligations | 780.8 | 726 |
Repayments of borrowings under long-term debt obligations | (429.2) | (34.4) |
Payment of dividends | (24.8) | (23.4) |
Repurchase of common stock | (242.4) | (28.4) |
Cash settlement of stock awards | 0 | (12.7) |
Taxes paid related to net share settlement of stock awards | (12.9) | (15.1) |
Debt issuance costs | (6.9) | (1.7) |
Change in bank overdraft | (13.4) | 0 |
Other | 2.3 | 2.3 |
Net cash provided by financing activities | 53.5 | 612.6 |
Cash flows from discontinued operations: | ||
Operating activities of discontinued operations | (124) | (1.3) |
Net increase in cash, cash equivalents and restricted cash | 265.3 | 537.1 |
Cash, cash equivalents and restricted cash, beginning of period | 121 | 142.5 |
Cash, cash equivalents and restricted cash, end of period | 386.3 | 679.6 |
Supplemental disclosures of cash flow information: | ||
Cash paid for during the period for interest | 56.8 | 57.3 |
Cash paid for during the period for income taxes | 47 | 1.4 |
Schedule of non-cash operating, investing and financing activities: | ||
Property and equipment additions included in accounts payable and accrued expenses | 6.6 | 10.5 |
Right-of-use assets obtained in exchange for lease obligations in operating leases | 9.6 | 2.8 |
Repurchase of common stock included in accrued expense and other current liabilities | $ 1.5 | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation [Abstract] | |
Description of Business | DESCRIPTION OF BUSINESS Basis of Presentation Churchill Downs Incorporated (the "Company", "we", "us", "our") financial statements are presented in conformity with the requirements of this Quarterly Report on Form 10-Q and consequently do not include all of the disclosures normally required by U.S. generally accepted accounting principles ("GAAP") or those normally made in our Annual Report on Form 10-K. The December 31, 2020 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The following information is unaudited. All per share amounts assume dilution unless otherwise noted. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, all adjustments necessary for a fair statement of this information have been made, and all such adjustments are of a normal, recurring nature. We conduct our business through three reportable segments: Live and Historical Racing, TwinSpires, and Gaming. We aggregate our other businesses as well as certain corporate operations, and other immaterial joint ventures, in All Other. We report net revenue and operating expense associated with these reportable segments in the accompanying condensed consolidated statements of comprehensive income (loss). Segments During the first quarter of 2021, we updated our operating segments to reflect the internal management reporting used by our chief operating decision maker to evaluate results of operations and to assess performance and allocate resources. Our internal management reporting changed primarily due to the continued growth from Oak Grove Racing, Gaming & Hotel ("Oak Grove") and Turfway Park, which opened its annex historical racing machine ("HRM") facility, Newport Racing & Gaming ("Newport"), in October 2020, which resulted in our chief operating decision maker's decision to include Oak Grove, Turfway Park and Newport in the new Live and Historical Racing segment. The Live and Historical Racing segment now includes Churchill Downs Racetrack, Derby City Gaming, Oak Grove, Turfway Park, and Newport. We also realigned our retail sports betting results at our wholly-owned casinos from our Gaming segment to our TwinSpires segment. As a result of this realignment, our operating segments that meet the requirements to be disclosed separately as reportable segments are: Live and Historical Racing, TwinSpires, and Gaming. We conduct our business through these reportable segments and report net revenue and operating expense associated with these reportable segments in our condensed consolidated statements of comprehensive income (loss). The prior year results in the accompanying condensed consolidated statements of comprehensive income (loss) were reclassified to conform to this presentation. Impact of COVID-19 Pandemic In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The COVID-19 global pandemic has resulted in travel limitations and business and government shutdowns which have had significant negative economic impacts in the United States and in relation to our business. Although vaccines are now available, we cannot predict the duration of the COVID-19 global pandemic. The extent to which the COVID-19 pandemic, including the emergence of variant strains, will continue to impact the Company remains uncertain and will depend on many factors that are not within our control. In March 2020, as a result of the COVID-19 outbreak, we temporarily suspended operations at our wholly-owned and managed gaming properties, announced the temporary furlough of our employees at these properties and certain racing operations, and implemented a temporary salary reduction for all remaining non-furloughed salaried employees based on a percentage that varied dependent upon the amount of each employee’s salary. The most senior level of executive management received the largest salary decrease, based on both percentage and dollar amount. In May 2020, we began to reopen our properties with patron restrictions and gaming limitations. One property temporarily suspended operations again in July 2020 and reopened in August 2020, and three properties temporarily suspended operations again in December 2020 and reopened in January 2021. The Company provided health, dental, vision and life insurance benefits to furloughed employees through July 31, 2020 and during the subsequent property closure periods. During the second quarter of 2021, we held the 147 th Kentucky Oaks and Derby with capacity restrictions in compliance with Kentucky venue limitations at that time. The capacity restrictions limited reserved seating in each area to approximately 40% to 60% capacity and also limited general admission tickets. The 146 th Kentucky Oaks and Derby was held in the third quarter of 2020 without spectators. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Adopted on January 1, 2021 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendments also clarify and amend existing guidance to improve consistent application of and simplify GAAP for other areas of Topic 740. This ASU is effective for public business entities for fiscal years and interim periods beginning after December 15, 2020. The adoption of this ASU did not have a material impact on our business. Effective after 2021 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, and to simplify the accounting for transitioning from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and if elected, will be applied prospectively through December 31, 2022. We are currently evaluating the effect the adoption of this new accounting standard will have on our results of operations, financial condition, and cash flows. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | ASSETS HELD FOR SALEOn September 29, 2021, the Company announced an agreement to sell the 326-acre property in Arlington Heights, Illinois (the "Arlington Property"), which is the current home of Arlington International Racecourse ("Arlington"), to the Chicago Bears for $197.2 million. The closing of the sale of the Arlington Property is subject to the satisfaction of various closing conditions. The Company anticipates closing the sale of the Arlington Property in late 2022 or early 2023.The Company has classified certain assets of Arlington totaling $81.5 million as held for sale as of September 30, 2021, which are included in property and equipment, net on the accompanying condensed consolidated balance sheets. Arlington’s operations and assets are included in All Other in our consolidated results. |
Natural Disaster
Natural Disaster | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Natural Disaster | NATURAL DISASTERIn August 2021, Hurricane Ida caused damage to portions of Louisiana, including Fair Grounds Race Course & Slots, and 15 off-track betting facilities ("OTBs") owned by Video Services, LLC ("VSI") (collectively, "Fair Grounds and VSI"). All of the Fair Grounds and VSI operations were reopened as of September 30, 2021, with the exception of two OTBs. The Company carries property and casualty insurance, as well as business interruption insurance subject to certain deductibles. As of September 30, 2021, the Company has recorded a reduction of property and equipment, net of $3.1 million and incurred $2.2 million in operating expenses, with an offsetting insurance recovery receivable of $5.3 million. The Company is currently working with its insurance carriers to finalize its claim. We continue to assess damages and insurance coverage, and we currently do not expect our losses to exceed the applicable insurance recoveries. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS On January 9, 2018, the Company completed the sale of its mobile gaming subsidiary, Big Fish Games, Inc. ("Big Fish Games"), a Washington corporation, to Aristocrat Technologies, Inc., a Nevada corporation, an indirect, wholly-owned subsidiary of Aristocrat Leisure Limited, an Australian corporation (the "Big Fish Transaction") pursuant to a definitive Stock Purchase Agreement. The Big Fish Games business and the related Big Fish Transaction meet the criteria for discontinued operation presentation. The condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of cash flows, and the notes to condensed consolidated financial statements reflect Big Fish Games as discontinued operations for all periods presented. The Company previously included both continuing and discontinued operations in our condensed consolidated statement of cash flows. The prior year results were reclassified to conform to the current period presentation. On May 22, 2020, we entered into an agreement in principle to settle Cheryl Kater v. Churchill Downs Incorporated and Manasa Thimmegowda v. Big Fish Games, Inc. The $124.0 million settlement was paid on March 25, 2021. The following table presents the financial results of Big Fish Games included in "loss from discontinued operations, net of tax" in the accompanying condensed consolidated statements of comprehensive income (loss): Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Net revenue $ — $ — $ — $ — Selling, general and administrative expense — — — 1.5 Legal settlement — — — 124.0 Loss from discontinued operations before benefit for income taxes — — — (125.5) Income tax benefit — — — 29.4 Loss from discontinued operations, net of tax $ — $ — $ — $ (96.1) |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill was $366.8 million as of September 30, 2021 and December 31, 2020. We performed our annual goodwill impairment analysis as of April 1, 2021, and no adjustment to the carrying value of goodwill was required. We assessed goodwill for impairment by performing qualitative or quantitative analyses for each reporting unit. We concluded that the fair values of our reporting units exceeded their carrying values, and therefore no impairments were identified. In the first quarter of 2021, we realigned our segments as described in Note 1, Description of Business. This change resulted in the allocation of $4.0 million of goodwill from the Gaming segment to the TwinSpires segment based on the relative fair value approach. The Company evaluated whether an interim goodwill impairment test should be performed as a result of our segment changes. Based on this evaluation, the Company determined this event did not indicate it was more likely than not that a goodwill impairment exists. Other intangible assets are comprised of the following: September 30, 2021 December 31, 2020 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets $ 31.2 $ (17.9) $ 13.3 $ 31.2 $ (16.6) $ 14.6 Indefinite-lived intangible assets 336.0 336.0 Total $ 349.3 $ 350.6 We performed our annual indefinite-lived intangible assets impairment analysis as of April 1, 2021. We assessed our indefinite-lived intangible assets for impairment by performing qualitative or quantitative analyses for each asset. Based on the results of these analyses, no indefinite-lived intangible asset impairments were identified in connection with our annual impairment testing. Refer to Note 7, Asset Impairments, for information regarding intangible asset impairments recognized during the first quarter of 2020. |
Asset Impairments
Asset Impairments | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Asset Impairments | ASSET IMPAIRMENTSDuring the quarter ended June 30, 2021, the Company recorded an $11.2 million non-cash impairment charge related to certain assets at Churchill Downs Racetrack included in our Live and Historical Racing segment. The impairment was due to a change in the Churchill Downs Racetrack capital plans and the Company's planned usage of these assets. During the quarter ended March 31, 2020, the Company evaluated whether events or circumstances changed that would indicate it is more likely than not that any of the Company's intangible assets, goodwill, or property and equipment, were impaired ("Trigger Event"), or if there were any other than temporary impairments of our equity investments. Factors considered in this evaluation included, among other things, the amount of the fair value over carrying value from the annual impairment testing performed as of April 1, 2019, changes in carrying values, changes in discount rates, and the impact of temporary property closures due to the COVID-19 global pandemic on cash flows. Based on the Company's evaluation, the Company concluded that a Trigger Event occurred related to the Presque Isle Downs and Casino ("Presque Isle") gaming rights, trademark, and the reporting unit's goodwill due to the impact and uncertainty of the COVID-19 global pandemic. The initial fair value of Presque Isle gaming rights in the first quarter of 2019 was determined using the Greenfield Method, which is an income approach methodology that calculates the present value based on a projected cash flow stream. This method assumes that the Presque Isle gaming rights provide the opportunity to develop a casino and online wagering platform in a specified region, and that the present value of the projected cash flows are a result of the realization of advantages contained in these rights. Under this methodology, the acquirer is expected to absorb all start-up costs, as well as incur all expenses pertaining to the acquisition and / or the creation of all tangible and intangible assets. The estimated future revenue, operating expenses, start-up costs, and discount rate were the primary inputs in the valuation. Based on the Trigger Event in 2020, the Company updated the discount rate to reflect the increased uncertainty of the cash flows and updated the projected cash flow stream. As a result, the $77.6 million carrying value of the Presque Isle gaming rights exceeded the fair value of $62.6 million, and the Company recognized an impairment of $15.0 million in first quarter of 2020 for the Presque Isle gaming rights ($12.5 million related to t he Gaming s egment and $2.5 million related to the TwinSpires segment). The Presque Isle trademark was initially valued in first quarter of 2019 using the relief-from-royalty method of the income approach, which estimates the fair value of the intangible asset by discounting the fair value of the hypothetical royalty payments a market participant would be willing to pay to enjoy the benefits of the asset. The estimated future revenue, royalty rate, and discount rate were the primary inputs in the valuation of the trademark. Based on the Trigger Event in 2020, the Company updated the discount rate to reflect the increased uncertainty of the cash flows and updated projected cash flow stream. As a result, the Company recognized an impairment of $2.5 million in the first quarter of 2020 for the Presque Isle trademark. The fair value of the Presque Isle reporting unit's goodwill was determined under the market and income valuation approaches using inputs primarily related to discounted projected cash flows and price multiples of publicly traded comparable companies. In accordance with Accounting Standards Codification 350, Intangibles - Goodwill and Other, the Company performed the impairment testing of the Presque Isle gaming rights and trademark prior to testing Presque Isle goodwill. Based on the Trigger Event in 2020, the Company updated the discount rate to reflect the increased uncertainty of the cash flows and updated project cash flow stream. As a result, the Company did not recognize an impairment for Presque Isle goodwill in the first quarter of 2020 because the fair value exceeded the carrying value. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company’s effective income tax rate for the three and nine months ended September 30, 2021 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer’s compensation. The Company’s effective income tax rate for the three and nine months ended September 30, 2020 reflect a tax benefit on a pretax loss, while the annual estimated effective tax rate for 2020 reflected tax expense on pretax income. The effective income tax rate for both periods were higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer’s compensation. The effective income tax rate for the nine months ended September 30, 2020 was also higher due to the establishment of a valuation allowance against current year state income tax losses in certain jurisdictions that don’t require combined reporting and from vesting of restricted stock compensation in excess of book deductions. The Company’s annual estimated effective tax rate for 2020 included a 14% tax benefit from a current year federal taxable loss which will be carried back to a pre-2018 tax year, reducing the effective income tax rate applied to the pretax loss for both the three and nine months ended September 30, 2020. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | SHAREHOLDERS’ EQUITY On October 30, 2018, the Board of Directors of the Company approved a common stock repurchase program of up to $300.0 million ("2018 Stock Repurchase Program"). The 2018 Stock Repurchase Program was in effect until September 29, 2021 and had unused authorization of $97.9 million. On February 1, 2021, the Company entered into an agreement (the "Stock Repurchase Agreement") with an affiliate of The Duchossois Group, Inc. ("TDG") to repurchase 1,000,000 shares of the Company’s common stock for $193.94 per share in a privately negotiated transaction for an aggregate purchase price of $193.9 million. The repurchase of shares of common stock from TDG pursuant to the Stock Repurchase Agreement was approved by the Company's Board of Directors separately from, and did not reduce the authorized amount remaining under, the existing common stock repurchase program. The Company repurchased the shares using available cash and borrowings under the Revolver (as defined in Note 11, Debt). For the three and nine months ended September 30, 2021, we repurchased 245,132 shares under the 2018 Stock Repurchase Program at the aggregate purchase price of $49.2 million based on trade date. We repurchased 235,590 shares of our common stock under this program at an aggregate purchase price of $27.9 million based on trade date for the nine months ended September 30, 2020. There were no purchases for the three months ended September 30, 2020. On September 29, 2021, the Board of Directors of the Company approved a common stock repurchase program of up to $500.0 million ("2021 Stock Repurchase Program"). The 2021 Stock Repurchase Program includes and is not in addition to any unspent amount remaining under the prior 2018 Stock Purchase Program authorization. Repurchases may be made at management’s discretion from time to time on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The repurchase program has no time limit and may be suspended or discontinued at any time. We have approximately $499.2 million of repurchase authority remaining under the 2021 Stock Repurchase Program at September 30, 2021, based on trade date. We repurchased 3,178 shares of our common stock under the 2021 Stock Repurchase Program at an aggregate purchase price of $0.8 million based on trade date for the three and nine months ended September 30, 2021. |
Stock-based Compensation Plans
Stock-based Compensation Plans | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation Plans | STOCK-BASED COMPENSATION PLANS We have stock-based employee compensation plans with awards outstanding under the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the "2016 Plan") and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan. Our total stock-based compensation expense, which includes expenses related to restricted stock awards, restricted stock unit awards ("RSUs"), performance share unit awards ("PSUs"), and stock options associated with our employee stock purchase plan was $7.8 million for the three months ended September 30, 2021 and $6.9 million for the three months ended September 30, 2020. Stock-based compensation expense was $20.4 million for the nine months ended September 30, 2021 and $17.3 million for the nine months ended September 30, 2020. During the nine months ended September 30, 2021, the Company awarded RSUs to employees, RSUs and PSUs to certain named executive officers ("NEOs"), and RSUs to directors. The vesting criteria for the PSU awards granted in 2021 were based on a three-year service period with two performance conditions and a market condition related to relative total shareholder return ("TSR") consistent with prior year grants. The total compensation cost we will recognize under the PSUs is determined using the Monte Carlo valuation methodology, which factors in the value of the TSR market condition when determining the grant date fair value of the PSU. Compensation cost for each PSU is recognized during the performance and service period based on the probable achievement of the two performance criteria. The PSUs are converted into shares of our common stock at the time the PSU award value is finalized. On February 12, 2020, the Compensation Committee of the Board of Directors offered, and the NEOs accepted, to settle the 2017 PSU Awards in cash. A summary of the RSUs and PSUs granted during 2021 is presented below (units in thousands): Grant Year Award Type Number of Units Awarded (1) Vesting Terms 2021 RSU 63 Vest equally over three 2021 PSU 27 Three 2021 RSU 5 One |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Credit Agreement On December 27, 2017, we entered into a senior secured credit agreement (as amended, the "Credit Agreement") with a syndicate of lenders. The Credit Agreement provides for a $700.0 million senior secured revolving credit facility due 2024 (the "Revolver") and a $400.0 million senior secured term loan B due 2024 (the "Term Loan B"). Included in the maximum borrowing of $700.0 million under the Revolver is a letter of credit sub facility not to exceed $50.0 million and a swing line commitment up to a maximum principal amount of $50.0 million. The Credit Agreement is collateralized by substantially all of the wholly-owned assets of the Company. On April 28, 2020, the Company entered into a Second Amendment to the Credit Agreement (the "Second Amendment"), which (i) provided for a financial covenant relief period through the date on which the Company delivered the Company's quarterly financial statements and compliance certificate for the fiscal quarter ended June 30, 2021, subject to certain exceptions (the "Financial Covenant Relief Period"), (ii) amended the definition of "Consolidated EBITDA" in the Credit Agreement with respect to the calculation of Consolidated EBITDA for the first two fiscal quarters after the termination of the Financial Covenant Relief Period, (iii) extended certain deadlines and made certain other amendments to the Company’s financial reporting obligations, (iv) placed certain restrictions on restricted payments during the Financial Covenant Relief Period, and (v) amended the definitions of "Material Adverse Effect" and "License Revocation" in the Credit Agreement to take into consideration COVID-19. On February 1, 2021, the Company entered into the Third Amendment to the Credit Agreement to increase the restricted payments capacity during the Financial Covenant Relief Period from $26.0 million to $226.0 million to accommodate a share repurchase from an affiliate of TDG. Refer to Note 9, Shareholders' Equity, for information regarding this transaction. On March 17, 2021, the Company entered into the Incremental Joinder Agreement No. 1 (the "Joinder") to its Credit Agreement which provided $300.0 million in New Term Loan Commitments ("Term Loan B-1") as a new tranche of term loans under the existing Credit Agreement (as conformed to recognize the new loan), and carries a maturity date of March 17, 2028. The Term Loan B-1 bears interest at LIBOR plus 200 basis points and requires quarterly payments of 0.25% of the original $300.0 million balance. The Term Loan B-1 may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement. The Company capitalized $3.5 million of debt issuance costs associated with the Joinder which are being amortized as interest expense over the 7-year term of the Term Loan B-1. The interest rate on the Revolver on September 30, 2021 was LIBOR plus 150 basis points based on the Revolver pricing grid in the Second Amendment and the Company's net leverage ratio as of June 30, 2021. The Term Loan B and Term Loan B-1 bear interest at LIBOR plus 200 basis points. The Company was compliant with all applicable covenants on September 30, 2021. 2028 Senior Notes Second Supplemental Indenture On March 17, 2021, the Company completed an offering of $200.0 million in aggregate principal amount of 4.75% Senior Unsecured Notes that mature on January 15, 2028 (the "Additional 2028 Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A that is exempt from registration under the Securities Act, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Additional 2028 Notes were offered under the indenture dated as of December 27, 2017, governing the $500.0 million aggregate principal amount of 4.75% Senior Unsecured Notes due 2028 ("Existing 2028 Notes") and form a part of the same series for purposes of the indenture. In connection with the offering, we capitalized $3.4 million of debt issuance costs which are being amortized as interest expense over the term of the Additional 2028 Notes. Upon completion of this offering, the aggregate principal amount outstanding of the Existing 2028 Notes, together with the Additional 2028 Notes (collectively the "2028 Senior Notes"), is $700.0 million. The Additional 2028 Notes were issued at 103.25% of the principal amount, plus interest deemed to have accrued from January 15, 2021, with interest payable on January 15th and July 15th of each year, commencing on July 15, 2021. The 2028 Senior Notes will vote as one class under the indenture governing the 2028 Senior Notes. The 3.25% premium will be amortized through interest expense, net over the term of the Additional 2028 Notes. The Company used the net proceeds from the Additional 2028 Notes and the Term Loan B-1 (i) to repay indebtedness outstanding under our Revolving Credit Facility, (ii) to fund related transaction fees and expenses and (iii) for working capital and other general corporate purposes. The Company may redeem some or all of the Additional 2028 Notes at any time at redemption prices set forth in the 2028 Offering Memorandum. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Performance Obligations As of September 30, 2021, the Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year of an aggregate transaction price of $105.7 million. The revenue we expect to recognize on these remaining performance obligations is $0.5 million for the remainder of 2021, $37.9 million in 2022, $27.4 million in 2023, and the remainder thereafter. As of September 30, 2021, our remaining performance obligations in segments other than Live and Historical Racing were not material. Contract Assets and Contract Liabilities As of September 30, 2021 and December 31, 2020, contract assets were not material. As of September 30, 2021 and December 31, 2020, contract liabilities were $43.5 million and $53.7 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying condensed consolidated balance sheets. Contract liabilities primarily relate to the Live and Historical Racing segment and the decrease was primarily due to revenue recognized for fulfilled performance obligations. We recognized $1.2 million of revenue during the three months ended September 30, 2021, and $32.7 million of revenue during the nine months ended September 30, 2021, which was included in the contract liabilities balance at December 31, 2020. We recognized $1.7 million of revenue during the three months ended September 30, 2020 and $5.8 million of revenue during the nine months ended September 30, 2020, which was included in the contract liabilities balance at December 31, 2019. Disaggregation of Revenue In Note 18, Segment Information, the Company has included its disaggregated revenue disclosures as follows: • For the Live and Historical Racing segment, revenue is disaggregated between racing facilities and HRM facilities given that our racing facilities revenues primarily revolve around live racing events while our HRM facilities revenues primarily revolve around historical racing events. This segment is also disaggregated by location given the geographic economic factors that affect the revenue of service offerings. Within the Live and Historical racing segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, and other services. • For the TwinSpires segment, revenue is disaggregated between Horse Racing and Sports and Casino given that Horse Racing revenue is primarily related to online pari-mutuel wagering on live race events while Sports and Casino revenue relates to casino gaming service offerings. Within the TwinSpires segment, revenue is further disaggregated between live and simulcast racing, gaming, and other services. • For the Gaming segment, revenue is disaggregated by location given the geographic economic factors that affect the revenue of Gaming service offerings. Within the Gaming segment, revenue is further disaggregated between live and simulcast racing, racing event-related services, gaming, and other services. We believe that these disclosures depict how the amount, nature, timing, and uncertainty of cash flows are affected by economic factors. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: (in millions) September 30, 2021 December 31, 2020 Account wagering deposits liability $ 53.4 $ 38.1 Purses payable 38.1 18.5 Accrued salaries and related benefits 28.0 19.6 Accrued interest 23.9 19.2 Other 84.0 72.4 Total $ 227.4 $ 167.8 |
Investment in and Advances to U
Investment in and Advances to Unconsolidated Affiliates | 9 Months Ended |
Sep. 30, 2021 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments in and Advances to Unconsolidated Affiliates | INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES Investments in and advances to unconsolidated affiliates as of September 30, 2021 and December 31, 2020 primarily consisted of a 61.3% interest in Rivers Casino Des Plaines ("Rivers Des Plaines"), a 50% interest in Miami Valley Gaming and Racing ("MVG"), and other immaterial joint ventures. Rivers Des Plaines The ownership of Rivers Des Plaines is comprised of the following: (1) the Company owns 61.3%; (2) High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC, owns 36.0%, and (3) Casino Investors, LLC owns 2.7%. Both the Company and High Plaines have participating rights over Rivers Des Plaines, and both must consent to operating, investing and financing decisions. As a result, we account for Rivers Des Plaines using the equity method. As of September 30, 2021, the net aggregate basis difference between the Company’s investment in Rivers Des Plaines and the amounts of the underlying equity in net assets was $832.6 million. Our investment in Rivers Des Plaines was $547.2 million and $519.0 million as of September 30, 2021 and December 31, 2020, respectively. The Company received distributions from Rivers Des Plaines of $44.5 million and $2.3 million for the nine months ended September 30, 2021 and 2020, respectively. Miami Valley Gaming Delaware North Companies Gaming & Entertainment Inc. ("DNC") owns the remaining 50% interest in MVG. Since both we and DNC have participating rights over MVG, and both must consent to MVG's operating, investing and financing decisions, we account for MVG using the equity method. Our investment in MVG was $107.8 million and $110.7 million as of September 30, 2021 and December 31, 2020, respectively. The Company received distributions from MVG of $33.0 million and $10.5 million for the nine months ended September 30, 2021 and 2020, respectively. Summarized Financial Results for our Unconsolidated Affiliates Summarized below are the financial results for our unconsolidated affiliates. Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Net revenue $ 202.4 $ 148.2 $ 539.0 $ 292.8 Operating and SG&A expense 115.2 86.1 310.6 194.1 Depreciation and amortization 4.4 4.3 13.1 12.6 Total operating expense 119.6 90.4 323.7 206.7 Operating income 82.8 57.8 215.3 86.1 Interest and other, net (10.4) (9.4) (34.7) (58.6) Net income $ 72.4 $ 48.4 $ 180.6 $ 27.5 (in millions) September 30, 2021 December 31, 2020 Assets Current assets $ 92.6 $ 132.8 Property and equipment, net 283.9 267.5 Other assets, net 266.4 244.9 Total assets $ 642.9 $ 645.2 Liabilities and Members' Deficit Current liabilities $ 95.4 $ 133.5 Long-term debt 761.5 753.5 Other liabilities 29.5 42.3 Members' deficit (243.5) (284.1) Total liabilities and members' deficit $ 642.9 $ 645.2 |
Fair Value of Assets And Liabil
Fair Value of Assets And Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets And Liabilities | FAIR VALUE OF ASSETS AND LIABILITIES We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. Restricted Cash Our restricted cash accounts that are held in interest-bearing accounts qualify for Level 1 in the fair value hierarchy, which includes unadjusted quoted market prices in active markets for identical assets. Debt The fair value of the Company’s 2028 Senior Notes and 5.50% Senior Notes due 2027 (the "2027 Senior Notes") are estimated based on unadjusted quoted prices for identical or similar liabilities in markets that are not active and as such are Level 2 measurements. The fair values of the Company's Term Loan B, Term Loan B-1, and Revolver under the Credit Agreement approximate the gross carrying value of the variable rate debt and as such are Level 2 measurements. The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows: September 30, 2021 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 70.6 $ 70.6 $ 70.6 $ — $ — Financial liabilities: Term Loan B $ 382.4 $ 385.0 $ — $ 385.0 $ — Term Loan B-1 294.6 298.5 — 298.5 — 2027 Senior Notes 594.0 622.5 — 622.5 — 2028 Senior Notes 698.0 728.9 — 728.9 — Total financial liabilities $ 1,969.0 $ 2,034.9 $ — $ 2,034.9 $ — December 31, 2020 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 53.6 $ 53.6 $ 53.6 $ — $ — Financial liabilities: Term Loan B $ 384.8 $ 388.0 $ — $ 388.0 $ — Revolver 149.7 149.7 — 149.7 — 2027 Senior Notes 593.2 635.2 — 635.2 — 2028 Senior Notes 494.6 526.9 — 526.9 — Total financial liabilities $ 1,622.3 $ 1,699.8 $ — $ 1,699.8 $ — |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | CONTINGENCIES We are involved in litigation arising in the ordinary course of conducting business. We carry insurance for workers' compensation claims from our employees and general liability for claims from independent contractors, customers and guests. We are self-insured up to an aggregate stop loss for our general liability and workers' compensation coverages. In accordance with current accounting standards for loss contingencies and based upon information currently known to us, we establish reserves for litigation when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss or range of loss can be reasonably estimated. When no amount within the range of loss is a better estimate than any other amount, we accrue the minimum amount of the estimable loss. To the extent that such litigation against us may have an exposure to a loss in excess of the amount we have accrued, we believe that such excess would not be material to our consolidated financial condition, results of operations, or cash flows. Legal fees are expensed as incurred. We review all litigation on an ongoing basis when making accrual and disclosure decisions. For certain legal proceedings, we cannot reasonably estimate losses or a range of loss, if any, particularly for proceedings that are in the early stages of development or where the plaintiffs seek indeterminate damages. Various factors, including, but not limited to, the outcome of potentially lengthy discovery and the resolution of important factual questions, may need to be determined before probability can be established or before a loss or range of loss can be reasonably estimated. If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably estimable. In the event that a legal proceeding results in a substantial judgment against, or settlement by us, there can be no assurance that any resulting liability or financial commitment would not have a material adverse impact on our business. |
Net Income Per Common Share Com
Net Income Per Common Share Computations | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Share Computations | NET INCOME PER COMMON SHARE COMPUTATIONS The following is a reconciliation of the numerator and denominator of the net income per common share computations: Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per share data) 2021 2020 2021 2020 Numerator for basic net income (loss) per common share: Net income (loss) from continuing operations $ 61.4 $ 43.1 $ 205.8 $ (3.1) Net loss attributable to noncontrolling interest — (0.1) — (0.2) Net income (loss) from continuing operations, net of loss attributable to noncontrolling interests 61.4 43.2 205.8 (2.9) Net loss from discontinued operations — — — (96.1) Numerator for basic net income (loss) per common share $ 61.4 $ 43.2 $ 205.8 $ (99.0) Numerator for diluted net income (loss) from continuing operations per common share $ 61.4 $ 43.2 $ 205.8 $ (2.9) Numerator for diluted net income (loss) per common share $ 61.4 $ 43.2 $ 205.8 $ (99.0) Denominator for net income (loss) per common share: Basic 38.6 39.5 38.7 39.6 Plus dilutive effect of stock awards 0.6 0.6 0.6 — Diluted 39.2 40.1 39.3 39.6 Net income (loss) per common share data: Basic Continuing operations $ 1.59 $ 1.09 $ 5.31 $ (0.07) Discontinued operations $ — $ — $ — $ (2.43) Net income (loss) per common share - basic $ 1.59 $ 1.09 $ 5.31 $ (2.50) Diluted Continuing operations $ 1.57 $ 1.08 $ 5.23 $ (0.07) Discontinued operations $ — $ — $ — $ (2.43) Net income (loss) per common share - diluted $ 1.57 $ 1.08 $ 5.23 $ (2.50) Anti-dilutive stock awards excluded from the calculation of diluted shares — — — 0.6 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION We manage our operations through three reportable segments: • Live and Historical Racing The Live and Historical Racing segment includes live and historical pari-mutuel racing related revenue and expenses at Churchill Downs Racetrack, Derby City Gaming, Oak Grove, Turfway Park, and Newport. Churchill Downs Racetrack is the home of the Kentucky Derby and conducts live racing during the year. Derby City Gaming is a historical racing machine facility that operates under the Churchill Downs pari-mutuel racing license at its ancillary training facility in Louisville, Kentucky. Oak Grove conducts live harness racing during the year and operates a HRM facility under its pari-mutuel racing license. Turfway Park conducts live racing during the year, and Newport is an ancillary HRM facility that operates under the Turfway Park pari-mutuel racing license. Our Live and Historical Racing properties earn commissions primarily from pari-mutuel wagering on live and historical races; simulcast fees earned from other wagering sites; admissions, personal seat licenses, sponsorships, television rights, and other miscellaneous services (collectively "racing event-related services"), as well as food and beverage services. • TwinSpires The TwinSpires segment includes the revenue and expenses for the online horse racing and the online and retail sports betting and iGaming wagering business. TwinSpires Horse Racing operates the online horse racing wagering business for TwinSpires.com, BetAmerica.com, and other white-label platforms; facilitates high dollar wagering by international customers (through Velocity); and provides the Bloodstock Research Information Services platform for horse racing statistical data. Our sports betting and iGaming business includes the retail and online TwinSpires sports betting and online casino gaming operations. Our TwinSpires Sports and Casino business operates our sports betting and casino iGaming platform in multiple states. The Company launched its mobile sports betting app in Michigan in January 2021, Tennessee in March 2021, and Arizona in September 2021. The TwinSpires Sports and Casino business includes the mobile and online sports betting and casino results and the results of eight of our retail sportsbooks, which include our wholly-owned properties at Harlow’s Casino Resort and Spa ("Harlow’s"), Presque Isle, and Riverwalk Casino Hotel (“Riverwalk”), as well as in Arizona, Colorado, Indiana and Michigan which utilize a third party's casino license. • Gaming The Gaming segment includes revenue and expenses for the casino properties and associated racetrack or jai alai facilities which support the casino license. The Gaming segment has approximately 11,000 slot machines and video lottery terminals ("VLTs") and 200 table games located in eight states. The Gaming segment revenue and Adjusted EBITDA includes the following properties: ◦ Calder Casino and Racing ("Calder") ◦ Fair Grounds and VSI ◦ Harlow’s ◦ Lady Luck Casino Nemacolin ("Lady Luck Nemacolin") management agreement ◦ Ocean Downs Casino and Racetrack ("Ocean Downs") ◦ Oxford Casino and Hotel ("Oxford") ◦ Presque Isle ◦ Riverwalk The Gaming segment Adjusted EBITDA also includes the Adjusted EBITDA related to the Company’s equity investments in the following: ◦ 61.3% equity investment in Rivers Des Plaines ◦ 50% equity investment in MVG The Gaming segment generates revenue and expenses from slot machines, table games, VLTs, video poker, retail sports betting, ancillary food and beverage services, hotel services, commission on pari-mutuel wagering, racing event-related services, and / or other miscellaneous operations. We have aggregated the following businesses as well as certain corporate operations, and other immaterial joint ventures in "All Other" to reconcile to consolidated results: • Arlington • United Tote • Corporate We conduct our business through these reportable segments and report net revenue and operating expense associated with these reportable segments in the accompanying condensed consolidated statements of comprehensive income (loss). Eliminations include the elimination of intersegment transactions. We utilize non-GAAP measures, including EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA. Our chief operating decision maker utilizes Adjusted EBITDA to evaluate segment performance, develop strategy and allocate resources. Adjusted EBITDA includes the following adjustments: Adjusted EBITDA includes our portion of EBITDA from our equity investments. Adjusted EBITDA excludes: • Transaction expense, net which includes: – Acquisition and disposition related charges; 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; • Legal reserves; • Pre-opening expense; and • Other charges, recoveries and expenses 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. For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the accompanying condensed consolidated statements of comprehensive income (loss). The tables below present net revenue from external customers and intercompany revenue from each of our segments, net revenue from external customers for each group of similar services, Adjusted EBITDA by segment, and a reconciliation of comprehensive income (loss) to Adjusted EBITDA: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Net revenue from external customers: Live and Historical Racing: Churchill Downs Racetrack $ 7.4 $ 34.9 $ 114.6 $ 52.4 Derby City Gaming 40.2 25.9 113.0 55.2 Oak Grove 27.1 2.4 72.1 2.4 Turfway Park 0.7 0.6 5.8 5.2 Newport 4.3 — 13.3 — Total Live and Historical Racing 79.7 63.8 318.8 115.2 TwinSpires: Horse Racing 93.1 124.0 313.0 310.5 Sports and Casino 8.7 3.1 24.1 7.0 Total TwinSpires 101.8 127.1 337.1 317.5 Gaming: Fair Grounds and VSI 24.8 27.9 98.2 70.6 Presque Isle 35.9 27.5 90.2 56.4 Ocean Downs 31.7 24.3 78.7 42.2 Calder 25.9 6.5 74.2 34.0 Oxford 31.8 12.2 72.1 32.4 Riverwalk 14.5 15.2 47.3 34.6 Harlow’s 13.3 12.7 43.9 29.7 Lady Luck Nemacolin 7.4 7.2 18.7 16.8 Total Gaming 185.3 133.5 523.3 316.7 All Other 26.2 13.4 53.2 26.4 Net revenue from external customers $ 393.0 $ 337.8 $ 1,232.4 $ 775.8 Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Intercompany net revenue: Live and Historical Racing $ 1.8 $ 7.3 $ 17.9 $ 15.3 TwinSpires 0.4 0.5 1.1 1.2 Gaming 0.3 0.2 2.3 1.7 All Other 3.6 3.8 10.2 9.0 Eliminations (6.1) (11.8) (31.5) (27.2) Intercompany net revenue $ — $ — $ — $ — Three Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 5.4 $ 89.4 $ 4.9 $ 99.7 $ 12.6 $ 112.3 Historical racing (a) 66.2 — — 66.2 — 66.2 Racing event-related services 1.8 — 0.1 1.9 5.0 6.9 Gaming (a) — 8.7 166.6 175.3 — 175.3 Other (a) 6.3 3.7 13.7 23.7 8.6 32.3 Total $ 79.7 $ 101.8 $ 185.3 $ 366.8 $ 26.2 $ 393.0 Three Months Ended September 30, 2020 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 14.9 $ 119.0 $ 4.6 $ 138.5 $ 8.4 $ 146.9 Historical racing (a) 27.1 — — 27.1 — 27.1 Racing event-related services 19.1 — 0.7 19.8 0.2 20.0 Gaming (a) — 3.1 122.3 125.4 — 125.4 Other (a) 2.7 5.0 5.9 13.6 4.8 18.4 Total $ 63.8 $ 127.1 $ 133.5 $ 324.4 $ 13.4 $ 337.8 (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 pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $6.1 million for the three months ended September 30, 2021 and $2.1 million for the three months ended September 30, 2020. Nine Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 50.9 $ 300.2 $ 21.0 $ 372.1 $ 27.2 $ 399.3 Historical racing (a) 184.0 — — 184.0 — 184.0 Racing event-related services 65.3 — 1.0 66.3 6.9 73.2 Gaming (a) — 24.1 469.3 493.4 — 493.4 Other (a) 18.6 12.8 32.0 63.4 19.1 82.5 Total $ 318.8 $ 337.1 $ 523.3 $ 1,179.2 $ 53.2 $ 1,232.4 Nine Months Ended September 30, 2020 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 35.0 $ 298.5 $ 16.2 $ 349.7 $ 14.9 $ 364.6 Historical racing (a) 54.8 — — 54.8 — 54.8 Racing event-related services 19.6 — 2.7 22.3 0.3 22.6 Gaming (a) — 7.0 275.5 282.5 — 282.5 Other (a) 5.8 12.0 22.3 40.1 11.2 51.3 Total $ 115.2 $ 317.5 $ 316.7 $ 749.4 $ 26.4 $ 775.8 (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 pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $15.0 million for the nine months ended September 30, 2021 and $10.5 million for the nine months ended September 30, 2020. Adjusted EBITDA by segment is comprised of the following: Three Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 81.5 $ 102.2 $ 185.6 Taxes and purses (24.6) (8.0) (71.8) Marketing and advertising (2.9) (10.6) (3.6) Salaries and benefits (10.9) (3.6) (22.5) Content expense (0.5) (47.1) (1.2) Selling, general and administrative expense (3.1) (2.2) (7.1) Other operating expense (11.8) (10.0) (19.7) Other income — — 51.0 Adjusted EBITDA $ 27.7 $ 20.7 $ 110.7 Three Months Ended September 30, 2020 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 71.1 $ 127.6 $ 133.7 Taxes and purses (20.4) (8.2) (51.5) Marketing and advertising (2.7) (6.9) (0.6) Salaries and benefits (8.8) (3.1) (19.1) Content expense (0.2) (62.7) (1.2) Selling, general and administrative expense (2.8) (3.9) (8.2) Other operating expense (12.1) (10.2) (14.3) Other income — — 35.9 Adjusted EBITDA $ 24.1 $ 32.6 $ 74.7 Adjusted EBITDA by segment is comprised of the following: Nine Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 336.7 $ 338.2 $ 525.6 Taxes and purses (95.4) (22.7) (201.1) Marketing and advertising (9.9) (35.8) (7.5) Salaries and benefits (36.2) (9.9) (63.0) Content expense (1.9) (162.1) (3.5) Selling, general and administrative expense (9.2) (6.8) (19.0) Other operating expense (39.8) (34.6) (52.9) Other income 0.1 — 134.3 Adjusted EBITDA $ 144.4 $ 66.3 $ 312.9 Nine Months Ended September 30, 2020 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 130.5 $ 318.7 $ 318.4 Taxes and purses (43.9) (19.2) (124.5) Marketing and advertising (4.2) (13.3) (6.3) Salaries and benefits (21.3) (9.6) (57.6) Content expense (1.0) (154.4) (2.6) Selling, general and administrative expense (5.7) (7.0) (18.8) Other operating expense (25.7) (28.0) (44.8) Other income — 0.1 57.0 Adjusted EBITDA $ 28.7 $ 87.3 $ 120.8 Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Reconciliation of Comprehensive Income (Loss) to Adjusted EBITDA: Net income (loss) and comprehensive income (loss) attributable to Churchill Downs Incorporated $ 61.4 $ 43.2 $ 205.8 $ (99.0) Net loss attributable to noncontrolling interest — 0.1 — 0.2 Net income (loss) before noncontrolling interest 61.4 43.1 205.8 (99.2) Loss from discontinued operations, net of tax — — — 96.1 Income (loss) from continuing operations, net of tax 61.4 43.1 205.8 (3.1) Additions: Depreciation and amortization 25.9 22.4 77.9 66.5 Interest expense 21.7 19.7 63.1 59.3 Income tax provision (benefit) 26.3 13.9 84.1 (5.6) EBITDA $ 135.3 $ 99.1 $ 430.9 $ 117.1 Adjustments to EBITDA: Selling, general and administrative: Stock-based compensation expense $ 7.8 $ 6.9 $ 20.4 $ 17.3 Other charges — 0.8 0.2 0.7 Pre-opening expense and other expense 1.7 6.2 3.8 9.8 Asset impairments — — 11.2 17.5 Transaction expense, net 2.0 0.5 2.1 1.0 Other income, expense: Interest, depreciation and amortization expense related to equity investments 10.7 9.9 30.8 29.2 Changes in fair value of Rivers Des Plaines' interest rate swaps (2.0) (1.5) (8.0) 14.7 Rivers Des Plaines' legal reserves and transaction costs 0.6 — 8.6 — Total adjustments to EBITDA 20.8 22.8 69.1 90.2 Adjusted EBITDA $ 156.1 $ 121.9 $ 500.0 $ 207.3 Adjusted EBITDA by segment: Live and Historical Racing $ 27.7 $ 24.1 $ 144.4 $ 28.7 TwinSpires 20.7 32.6 66.3 87.3 Gaming 110.7 74.7 312.9 120.8 Total segment Adjusted EBITDA 159.1 131.4 523.6 236.8 All Other (3.0) (9.5) (23.6) (29.5) Total Adjusted EBITDA $ 156.1 $ 121.9 $ 500.0 $ 207.3 The table below presents information about equity in income of unconsolidated affiliates included in our reported segments: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Gaming $ 41.6 $ 27.6 $ 102.9 $ 13.2 The table below presents total asset information for each of our segments: September 30, 2021 December 31, 2020 Total assets: Live and Historical Racing $ 651.0 $ 664.1 TwinSpires 282.1 257.2 Gaming 980.9 949.3 Total segment assets 1,914.0 1,870.6 All Other 1,059.5 815.8 Total assets $ 2,973.5 $ 2,686.4 The table below presents total capital expenditures for each of our segments: Nine Months Ended September 30, (in millions) 2021 2020 Capital expenditures, net: Live and Historical Racing $ 32.3 $ 190.9 TwinSpires 7.9 9.6 Gaming 9.3 5.1 Total segment capital expenditures 49.5 205.6 All Other 2.6 4.5 Total capital expenditures $ 52.1 $ 210.1 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENTAt its regularly scheduled meeting held on October 26, 2021, the Board of Directors of the Company declared an annual cash dividend of $0.667 per share, to be paid on January 7, 2022, to all shareholders of record on December 3, 2021. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements - Adopted on January 1, 2021 and Effective after 2021 | Adopted on January 1, 2021 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendments also clarify and amend existing guidance to improve consistent application of and simplify GAAP for other areas of Topic 740. This ASU is effective for public business entities for fiscal years and interim periods beginning after December 15, 2020. The adoption of this ASU did not have a material impact on our business. Effective after 2021 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, and to simplify the accounting for transitioning from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and if elected, will be applied prospectively through December 31, 2022. We are currently evaluating the effect the adoption of this new accounting standard will have on our results of operations, financial condition, and cash flows. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary Information of Disposal Classified as Held for Sale | The following table presents the financial results of Big Fish Games included in "loss from discontinued operations, net of tax" in the accompanying condensed consolidated statements of comprehensive income (loss): Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Net revenue $ — $ — $ — $ — Selling, general and administrative expense — — — 1.5 Legal settlement — — — 124.0 Loss from discontinued operations before benefit for income taxes — — — (125.5) Income tax benefit — — — 29.4 Loss from discontinued operations, net of tax $ — $ — $ — $ (96.1) |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite and Finite Lived Assets | Other intangible assets are comprised of the following: September 30, 2021 December 31, 2020 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets $ 31.2 $ (17.9) $ 13.3 $ 31.2 $ (16.6) $ 14.6 Indefinite-lived intangible assets 336.0 336.0 Total $ 349.3 $ 350.6 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of RSUs and PSUs Granted | A summary of the RSUs and PSUs granted during 2021 is presented below (units in thousands): Grant Year Award Type Number of Units Awarded (1) Vesting Terms 2021 RSU 63 Vest equally over three 2021 PSU 27 Three 2021 RSU 5 One |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: (in millions) September 30, 2021 December 31, 2020 Account wagering deposits liability $ 53.4 $ 38.1 Purses payable 38.1 18.5 Accrued salaries and related benefits 28.0 19.6 Accrued interest 23.9 19.2 Other 84.0 72.4 Total $ 227.4 $ 167.8 |
Investment in and Advances to_2
Investment in and Advances to Unconsolidated Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments in and Advances to Affiliates [Abstract] | |
Affiliate Income Statement | Summarized below are the financial results for our unconsolidated affiliates. Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Net revenue $ 202.4 $ 148.2 $ 539.0 $ 292.8 Operating and SG&A expense 115.2 86.1 310.6 194.1 Depreciation and amortization 4.4 4.3 13.1 12.6 Total operating expense 119.6 90.4 323.7 206.7 Operating income 82.8 57.8 215.3 86.1 Interest and other, net (10.4) (9.4) (34.7) (58.6) Net income $ 72.4 $ 48.4 $ 180.6 $ 27.5 |
Affiliate Balance Sheet | (in millions) September 30, 2021 December 31, 2020 Assets Current assets $ 92.6 $ 132.8 Property and equipment, net 283.9 267.5 Other assets, net 266.4 244.9 Total assets $ 642.9 $ 645.2 Liabilities and Members' Deficit Current liabilities $ 95.4 $ 133.5 Long-term debt 761.5 753.5 Other liabilities 29.5 42.3 Members' deficit (243.5) (284.1) Total liabilities and members' deficit $ 642.9 $ 645.2 |
Fair Value Of Assets And Liab_2
Fair Value Of Assets And Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows: September 30, 2021 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 70.6 $ 70.6 $ 70.6 $ — $ — Financial liabilities: Term Loan B $ 382.4 $ 385.0 $ — $ 385.0 $ — Term Loan B-1 294.6 298.5 — 298.5 — 2027 Senior Notes 594.0 622.5 — 622.5 — 2028 Senior Notes 698.0 728.9 — 728.9 — Total financial liabilities $ 1,969.0 $ 2,034.9 $ — $ 2,034.9 $ — December 31, 2020 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 53.6 $ 53.6 $ 53.6 $ — $ — Financial liabilities: Term Loan B $ 384.8 $ 388.0 $ — $ 388.0 $ — Revolver 149.7 149.7 — 149.7 — 2027 Senior Notes 593.2 635.2 — 635.2 — 2028 Senior Notes 494.6 526.9 — 526.9 — Total financial liabilities $ 1,622.3 $ 1,699.8 $ — $ 1,699.8 $ — |
Net Income Per Common Share C_2
Net Income Per Common Share Computations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerator and denominator of the net income per common share computations: Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per share data) 2021 2020 2021 2020 Numerator for basic net income (loss) per common share: Net income (loss) from continuing operations $ 61.4 $ 43.1 $ 205.8 $ (3.1) Net loss attributable to noncontrolling interest — (0.1) — (0.2) Net income (loss) from continuing operations, net of loss attributable to noncontrolling interests 61.4 43.2 205.8 (2.9) Net loss from discontinued operations — — — (96.1) Numerator for basic net income (loss) per common share $ 61.4 $ 43.2 $ 205.8 $ (99.0) Numerator for diluted net income (loss) from continuing operations per common share $ 61.4 $ 43.2 $ 205.8 $ (2.9) Numerator for diluted net income (loss) per common share $ 61.4 $ 43.2 $ 205.8 $ (99.0) Denominator for net income (loss) per common share: Basic 38.6 39.5 38.7 39.6 Plus dilutive effect of stock awards 0.6 0.6 0.6 — Diluted 39.2 40.1 39.3 39.6 Net income (loss) per common share data: Basic Continuing operations $ 1.59 $ 1.09 $ 5.31 $ (0.07) Discontinued operations $ — $ — $ — $ (2.43) Net income (loss) per common share - basic $ 1.59 $ 1.09 $ 5.31 $ (2.50) Diluted Continuing operations $ 1.57 $ 1.08 $ 5.23 $ (0.07) Discontinued operations $ — $ — $ — $ (2.43) Net income (loss) per common share - diluted $ 1.57 $ 1.08 $ 5.23 $ (2.50) Anti-dilutive stock awards excluded from the calculation of diluted shares — — — 0.6 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Net Revenue From External Customers and Intercompany Revenue From Each Operating Segment | The tables below present net revenue from external customers and intercompany revenue from each of our segments, net revenue from external customers for each group of similar services, Adjusted EBITDA by segment, and a reconciliation of comprehensive income (loss) to Adjusted EBITDA: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Net revenue from external customers: Live and Historical Racing: Churchill Downs Racetrack $ 7.4 $ 34.9 $ 114.6 $ 52.4 Derby City Gaming 40.2 25.9 113.0 55.2 Oak Grove 27.1 2.4 72.1 2.4 Turfway Park 0.7 0.6 5.8 5.2 Newport 4.3 — 13.3 — Total Live and Historical Racing 79.7 63.8 318.8 115.2 TwinSpires: Horse Racing 93.1 124.0 313.0 310.5 Sports and Casino 8.7 3.1 24.1 7.0 Total TwinSpires 101.8 127.1 337.1 317.5 Gaming: Fair Grounds and VSI 24.8 27.9 98.2 70.6 Presque Isle 35.9 27.5 90.2 56.4 Ocean Downs 31.7 24.3 78.7 42.2 Calder 25.9 6.5 74.2 34.0 Oxford 31.8 12.2 72.1 32.4 Riverwalk 14.5 15.2 47.3 34.6 Harlow’s 13.3 12.7 43.9 29.7 Lady Luck Nemacolin 7.4 7.2 18.7 16.8 Total Gaming 185.3 133.5 523.3 316.7 All Other 26.2 13.4 53.2 26.4 Net revenue from external customers $ 393.0 $ 337.8 $ 1,232.4 $ 775.8 Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Intercompany net revenue: Live and Historical Racing $ 1.8 $ 7.3 $ 17.9 $ 15.3 TwinSpires 0.4 0.5 1.1 1.2 Gaming 0.3 0.2 2.3 1.7 All Other 3.6 3.8 10.2 9.0 Eliminations (6.1) (11.8) (31.5) (27.2) Intercompany net revenue $ — $ — $ — $ — Three Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 5.4 $ 89.4 $ 4.9 $ 99.7 $ 12.6 $ 112.3 Historical racing (a) 66.2 — — 66.2 — 66.2 Racing event-related services 1.8 — 0.1 1.9 5.0 6.9 Gaming (a) — 8.7 166.6 175.3 — 175.3 Other (a) 6.3 3.7 13.7 23.7 8.6 32.3 Total $ 79.7 $ 101.8 $ 185.3 $ 366.8 $ 26.2 $ 393.0 Three Months Ended September 30, 2020 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 14.9 $ 119.0 $ 4.6 $ 138.5 $ 8.4 $ 146.9 Historical racing (a) 27.1 — — 27.1 — 27.1 Racing event-related services 19.1 — 0.7 19.8 0.2 20.0 Gaming (a) — 3.1 122.3 125.4 — 125.4 Other (a) 2.7 5.0 5.9 13.6 4.8 18.4 Total $ 63.8 $ 127.1 $ 133.5 $ 324.4 $ 13.4 $ 337.8 (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 pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $6.1 million for the three months ended September 30, 2021 and $2.1 million for the three months ended September 30, 2020. Nine Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 50.9 $ 300.2 $ 21.0 $ 372.1 $ 27.2 $ 399.3 Historical racing (a) 184.0 — — 184.0 — 184.0 Racing event-related services 65.3 — 1.0 66.3 6.9 73.2 Gaming (a) — 24.1 469.3 493.4 — 493.4 Other (a) 18.6 12.8 32.0 63.4 19.1 82.5 Total $ 318.8 $ 337.1 $ 523.3 $ 1,179.2 $ 53.2 $ 1,232.4 Nine Months Ended September 30, 2020 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 35.0 $ 298.5 $ 16.2 $ 349.7 $ 14.9 $ 364.6 Historical racing (a) 54.8 — — 54.8 — 54.8 Racing event-related services 19.6 — 2.7 22.3 0.3 22.6 Gaming (a) — 7.0 275.5 282.5 — 282.5 Other (a) 5.8 12.0 22.3 40.1 11.2 51.3 Total $ 115.2 $ 317.5 $ 316.7 $ 749.4 $ 26.4 $ 775.8 (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 pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $15.0 million for the nine months ended September 30, 2021 and $10.5 million for the nine months ended September 30, 2020. |
Schedule of Segment Reporting Information | Adjusted EBITDA by segment is comprised of the following: Three Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 81.5 $ 102.2 $ 185.6 Taxes and purses (24.6) (8.0) (71.8) Marketing and advertising (2.9) (10.6) (3.6) Salaries and benefits (10.9) (3.6) (22.5) Content expense (0.5) (47.1) (1.2) Selling, general and administrative expense (3.1) (2.2) (7.1) Other operating expense (11.8) (10.0) (19.7) Other income — — 51.0 Adjusted EBITDA $ 27.7 $ 20.7 $ 110.7 Three Months Ended September 30, 2020 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 71.1 $ 127.6 $ 133.7 Taxes and purses (20.4) (8.2) (51.5) Marketing and advertising (2.7) (6.9) (0.6) Salaries and benefits (8.8) (3.1) (19.1) Content expense (0.2) (62.7) (1.2) Selling, general and administrative expense (2.8) (3.9) (8.2) Other operating expense (12.1) (10.2) (14.3) Other income — — 35.9 Adjusted EBITDA $ 24.1 $ 32.6 $ 74.7 Adjusted EBITDA by segment is comprised of the following: Nine Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 336.7 $ 338.2 $ 525.6 Taxes and purses (95.4) (22.7) (201.1) Marketing and advertising (9.9) (35.8) (7.5) Salaries and benefits (36.2) (9.9) (63.0) Content expense (1.9) (162.1) (3.5) Selling, general and administrative expense (9.2) (6.8) (19.0) Other operating expense (39.8) (34.6) (52.9) Other income 0.1 — 134.3 Adjusted EBITDA $ 144.4 $ 66.3 $ 312.9 Nine Months Ended September 30, 2020 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 130.5 $ 318.7 $ 318.4 Taxes and purses (43.9) (19.2) (124.5) Marketing and advertising (4.2) (13.3) (6.3) Salaries and benefits (21.3) (9.6) (57.6) Content expense (1.0) (154.4) (2.6) Selling, general and administrative expense (5.7) (7.0) (18.8) Other operating expense (25.7) (28.0) (44.8) Other income — 0.1 57.0 Adjusted EBITDA $ 28.7 $ 87.3 $ 120.8 Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Reconciliation of Comprehensive Income (Loss) to Adjusted EBITDA: Net income (loss) and comprehensive income (loss) attributable to Churchill Downs Incorporated $ 61.4 $ 43.2 $ 205.8 $ (99.0) Net loss attributable to noncontrolling interest — 0.1 — 0.2 Net income (loss) before noncontrolling interest 61.4 43.1 205.8 (99.2) Loss from discontinued operations, net of tax — — — 96.1 Income (loss) from continuing operations, net of tax 61.4 43.1 205.8 (3.1) Additions: Depreciation and amortization 25.9 22.4 77.9 66.5 Interest expense 21.7 19.7 63.1 59.3 Income tax provision (benefit) 26.3 13.9 84.1 (5.6) EBITDA $ 135.3 $ 99.1 $ 430.9 $ 117.1 Adjustments to EBITDA: Selling, general and administrative: Stock-based compensation expense $ 7.8 $ 6.9 $ 20.4 $ 17.3 Other charges — 0.8 0.2 0.7 Pre-opening expense and other expense 1.7 6.2 3.8 9.8 Asset impairments — — 11.2 17.5 Transaction expense, net 2.0 0.5 2.1 1.0 Other income, expense: Interest, depreciation and amortization expense related to equity investments 10.7 9.9 30.8 29.2 Changes in fair value of Rivers Des Plaines' interest rate swaps (2.0) (1.5) (8.0) 14.7 Rivers Des Plaines' legal reserves and transaction costs 0.6 — 8.6 — Total adjustments to EBITDA 20.8 22.8 69.1 90.2 Adjusted EBITDA $ 156.1 $ 121.9 $ 500.0 $ 207.3 Adjusted EBITDA by segment: Live and Historical Racing $ 27.7 $ 24.1 $ 144.4 $ 28.7 TwinSpires 20.7 32.6 66.3 87.3 Gaming 110.7 74.7 312.9 120.8 Total segment Adjusted EBITDA 159.1 131.4 523.6 236.8 All Other (3.0) (9.5) (23.6) (29.5) Total Adjusted EBITDA $ 156.1 $ 121.9 $ 500.0 $ 207.3 |
Schedule of Equity in Income of Unconsolidated Investments | The table below presents information about equity in income of unconsolidated affiliates included in our reported segments: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Gaming $ 41.6 $ 27.6 $ 102.9 $ 13.2 |
Schedule of Total Assets and Capital Expenditures by Operating Segment | The table below presents total asset information for each of our segments: September 30, 2021 December 31, 2020 Total assets: Live and Historical Racing $ 651.0 $ 664.1 TwinSpires 282.1 257.2 Gaming 980.9 949.3 Total segment assets 1,914.0 1,870.6 All Other 1,059.5 815.8 Total assets $ 2,973.5 $ 2,686.4 The table below presents total capital expenditures for each of our segments: Nine Months Ended September 30, (in millions) 2021 2020 Capital expenditures, net: Live and Historical Racing $ 32.3 $ 190.9 TwinSpires 7.9 9.6 Gaming 9.3 5.1 Total segment capital expenditures 49.5 205.6 All Other 2.6 4.5 Total capital expenditures $ 52.1 $ 210.1 |
Description of Business (Detail
Description of Business (Details) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2021segment | Dec. 31, 2020property | Jul. 31, 2020property | |
Patron Capacity [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Number of properties temporarily suspended | property | 3 | 1 | ||
Churchill Downs Racetrack | Minimum | Live and Historical Racing | ||||
Patron Capacity [Line Items] | ||||
Patron capacity, percentage | 0.40 | |||
Churchill Downs Racetrack | Maximum | Live and Historical Racing | ||||
Patron Capacity [Line Items] | ||||
Patron capacity, percentage | 0.60 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - Arlington Property $ in Millions | Mar. 31, 2023USD ($)a | Sep. 30, 2021USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property and equipment, net classified as held for sale | $ 81.5 | |
Forecast | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Area of land | a | 326 | |
Consideration of the property held for sale | $ 197.2 |
Natural Disaster (Details)
Natural Disaster (Details) $ in Millions | Sep. 30, 2021USD ($)facility | Aug. 31, 2021facility | Sep. 30, 2021USD ($)facility | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)facility | Sep. 30, 2020USD ($) |
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items] | ||||||
Operating expenses | $ 325.4 | $ 288.3 | $ 982.7 | $ 738.3 | ||
Hurricane | ||||||
Causes of Increase (Decrease) in Liability for Unpaid Claims and Claims Adjustment Expense [Line Items] | ||||||
Number of off-track betting facilities damaged | facility | 15 | |||||
Number of off-track betting facilities closed | facility | 2 | 2 | 2 | |||
Reduction of property and equipment | $ 3.1 | |||||
Operating expenses | 2.2 | |||||
Insurance recovery receivable | $ 5.3 | $ 5.3 | $ 5.3 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) $ in Millions | Mar. 25, 2021USD ($) |
Kater And Thimmegowda Litigation | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Litigation settlement | $ 124 |
Discontinued Operations - Incom
Discontinued Operations - Income (Loss) From Discontinued Operations (Details) - Discontinued Operations, Disposed of by Sale - Big Fish Games - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Selling, general and administrative expense | 0 | 0 | 0 | 1.5 |
Legal settlement | 0 | 0 | 0 | 124 |
Loss from discontinued operations before benefit for income taxes | 0 | 0 | 0 | (125.5) |
Income tax benefit | 0 | 0 | 0 | 29.4 |
Loss from discontinued operations, net of tax | $ 0 | $ 0 | $ 0 | $ (96.1) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | |||
Goodwill | $ 366.8 | $ 366.8 | |
Revision of Prior Period, Adjustment | TwinSpires | |||
Goodwill [Line Items] | |||
Goodwill | $ 4 | ||
Revision of Prior Period, Adjustment | Gaming | |||
Goodwill [Line Items] | |||
Goodwill | $ (4) |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross Carrying Amount | $ 31.2 | $ 31.2 |
Accumulated Amortization | (17.9) | (16.6) |
Definite-lived intangible assets, Net Carrying Amount | 13.3 | 14.6 |
Indefinite-lived intangible assets, Net Carrying Amount | 336 | 336 |
Total intangible assets | $ 349.3 | $ 350.6 |
Asset Impairments (Details)
Asset Impairments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||||||
Asset impairments | $ 0 | $ 0 | $ 11.2 | $ 17.5 | ||
Presque Isle | Gaming Rights | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Carrying value | $ 77.6 | |||||
Fair value | 62.6 | |||||
Asset impairments | 15 | |||||
Presque Isle | Trademarks | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Asset impairments | 2.5 | |||||
Live and Historical Racing | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Asset impairments | $ 11.2 | |||||
Gaming | Presque Isle | Gaming Rights | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Asset impairments | 12.5 | |||||
TwinSpires | Presque Isle | Gaming Rights | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Asset impairments | $ 2.5 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Portion of current year tax benefit carried back to pre-2018 tax year | 14.00% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Feb. 01, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 29, 2021 | Oct. 30, 2018 |
Distribution Made to Limited Partner [Line Items] | |||||||||
Repurchase aggregate cost | $ 50,000,000 | $ 193,900,000 | $ 27,900,000 | ||||||
Future cash settlement accrual for executed repurchases of common stock | $ 1,500,000 | $ 0 | $ 1,500,000 | $ 0 | |||||
October 2018 Stock Repurchase Program | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Authorized stock repurchase amount | $ 300,000,000 | ||||||||
Remaining unused authorization for stock repurchase program | $ 97,900,000 | ||||||||
Repurchase of common stock (in shares) | 245,132 | 0 | 245,132 | 235,590 | |||||
Repurchase aggregate cost | $ 49,200,000 | $ 49,200,000 | $ 27,900,000 | ||||||
Stock Repurchase Agreement with The Duchossois Group, Inc Affiliate | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Repurchase of common stock (in shares) | 1,000,000 | ||||||||
Repurchase aggregate cost | $ 193,900,000 | ||||||||
Price per common stock (in dollars per share) | $ 193.94 | ||||||||
2021 Stock Repurchase Program | |||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||
Authorized stock repurchase amount | $ 500,000,000 | ||||||||
Remaining unused authorization for stock repurchase program | $ 499,200,000 | $ 499,200,000 | |||||||
Repurchase of common stock (in shares) | 3,178 | 3,178 | |||||||
Repurchase aggregate cost | $ 800,000 | $ 800,000 |
Stock-based Compensation Plan_2
Stock-based Compensation Plans (Details) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)performanceConditionshares | Sep. 30, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | $ 7.8 | $ 7.1 | $ 5.5 | $ 6.9 | $ 6.1 | $ 4.3 | ||
Stock-based compensation expense | $ | 7.8 | 6.9 | $ 20.4 | $ 17.3 | ||||
Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | $ 7.8 | $ 7.1 | $ 5.5 | $ 6.9 | $ 6.1 | $ 4.3 | ||
Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period vested | 3 years | |||||||
Number of performance conditions | performanceCondition | 2 | |||||||
Number of Units Awarded (in shares) | shares | 27 | |||||||
Share-based Compensation Award, Tranche One | Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Units Awarded (in shares) | shares | 63 | |||||||
Award vesting period | 3 years | |||||||
Share-based Compensation Award, Tranche Two | Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period vested | 1 year | |||||||
Number of Units Awarded (in shares) | shares | 5 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 17, 2021 | Feb. 01, 2021 | Apr. 28, 2020 | Sep. 30, 2021 | Dec. 27, 2017 |
Debt Instrument [Line Items] | |||||
Basis spread | 2.00% | ||||
Amortization period of debt issuance costs | 7 years | ||||
Premium (percent) | 0.0325 | ||||
Term Loan B due 2028 | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 300,000,000 | ||||
Basis spread | 2.00% | ||||
Required payment as a percentage of original balance | 0.25% | ||||
Line of Credit | Term Loan B due 2024 | |||||
Debt Instrument [Line Items] | |||||
Face amount of debt issuance | $ 300,000,000 | ||||
Senior Notes | 2028 Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Face amount of debt issuance | 700,000,000 | ||||
Senior Notes | Senior Notes Due 2028, Additional | |||||
Debt Instrument [Line Items] | |||||
Face amount of debt issuance | 200,000,000 | ||||
Debt issuance costs | $ 3,400,000 | ||||
Stated interest rate | 4.75% | ||||
Redemption price, percentage of face amount | 103.25% | ||||
Senior Notes | Senior Notes Due 2028, Existing | |||||
Debt Instrument [Line Items] | |||||
Face amount of debt issuance | $ 500,000,000 | ||||
Stated interest rate | 4.75% | ||||
Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 700,000,000 | ||||
Debt covenant, restricted payments | $ 226,000,000 | $ 26,000,000 | |||
Revolving Credit Facility | Line of Credit | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 1.50% | ||||
Term Loan B | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 3,500,000 | ||||
Term Loan B | Line of Credit | Term Loan B due 2024 | |||||
Debt Instrument [Line Items] | |||||
Face amount of debt issuance | 400,000,000 | ||||
Letter of Credit | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 50,000,000 | ||||
Bridge Loan | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Performance Obligations (Details) - Live and Historical Racing $ in Millions | Sep. 30, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 105.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | 105.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 0.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Remaining performance obligation, amount | $ 0.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 37.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Remaining performance obligation, amount | $ 37.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 27.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Remaining performance obligation, amount | $ 27.4 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||||
Contract with customer, liability | $ 43.5 | $ 43.5 | $ 53.7 | ||
Contract with customer, revenue recognized | $ 1.2 | $ 1.7 | $ 32.7 | $ 5.8 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Account wagering deposits liability | $ 53.4 | $ 38.1 |
Purses payable | 38.1 | 18.5 |
Accrued salaries and related benefits | 28 | 19.6 |
Accrued interest | 23.9 | 19.2 |
Other | 84 | 72.4 |
Total | $ 227.4 | $ 167.8 |
Investment in and Advances to_3
Investment in and Advances to Unconsolidated Affiliates - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Investments in and Advances to Affiliates [Line Items] | |||
Distributions from unconsolidated affiliates | $ 77.7 | $ 12.8 | |
Rivers Des Plaines | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investment, ownership percentage | 61.30% | 61.30% | |
Equity method investment, difference between carrying amount and underlying equity | $ 832.6 | ||
Equity method investment, amount | 547.2 | $ 519 | |
Distributions from unconsolidated affiliates | $ 44.5 | 2.3 | |
Miami Valley Gaming LLC | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
Equity method investment, amount | $ 107.8 | $ 110.7 | |
Distributions from unconsolidated affiliates | $ 33 | $ 10.5 | |
High Plaines | Rivers Des Plaines | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investment, ownership percentage | 36.00% | ||
Casino Investors | Rivers Des Plaines | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investment, ownership percentage | 2.70% | ||
Delaware North Companies Gaming & Entertainment Inc. | Miami Valley Gaming LLC | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investment, ownership percentage | 50.00% |
Investment in and Advances to_4
Investment in and Advances to Unconsolidated Affiliates - Affiliate Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Investments in and Advances to Affiliates [Line Items] | ||||||||
Net revenue | $ 393 | $ 337.8 | $ 1,232.4 | $ 775.8 | ||||
Net income (loss) | 61.4 | $ 108.3 | $ 36.1 | 43.1 | $ (118.8) | $ (23.5) | 205.8 | (99.2) |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||||||
Investments in and Advances to Affiliates [Line Items] | ||||||||
Net revenue | 202.4 | 148.2 | 539 | 292.8 | ||||
Operating and SG&A expense | 115.2 | 86.1 | 310.6 | 194.1 | ||||
Depreciation and amortization | 4.4 | 4.3 | 13.1 | 12.6 | ||||
Total operating expense | 119.6 | 90.4 | 323.7 | 206.7 | ||||
Operating income | 82.8 | 57.8 | 215.3 | 86.1 | ||||
Interest and other, net | (10.4) | (9.4) | (34.7) | (58.6) | ||||
Net income (loss) | $ 72.4 | $ 48.4 | $ 180.6 | $ 27.5 |
Investment in and Advances to_5
Investment in and Advances to Unconsolidated Affiliates - Affiliate Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Investments in and Advances to Affiliates [Line Items] | ||
Current assets | $ 528.1 | $ 235.1 |
Property and equipment, net | 1,053.4 | 1,082.1 |
Other assets, net | 20.8 | 21.2 |
Total assets | 2,973.5 | 2,686.4 |
Current liabilities | 352.5 | 424.2 |
Other liabilities | 51 | 45.8 |
Members' deficit | 339.7 | 349.8 |
Total liabilities and shareholders' equity | 2,973.5 | 2,686.4 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Investments in and Advances to Affiliates [Line Items] | ||
Current assets | 92.6 | 132.8 |
Property and equipment, net | 283.9 | 267.5 |
Other assets, net | 266.4 | 244.9 |
Total assets | 642.9 | 645.2 |
Current liabilities | 95.4 | 133.5 |
Long-term debt | 761.5 | 753.5 |
Other liabilities | 29.5 | 42.3 |
Members' deficit | (243.5) | (284.1) |
Total liabilities and shareholders' equity | $ 642.9 | $ 645.2 |
Fair Value Of Assets And Liab_3
Fair Value Of Assets And Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 70.6 | $ 53.6 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 70.6 | 53.6 |
Financial liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 0 | 0 |
Financial liabilities | 2,034.9 | 1,699.8 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 0 | 0 |
Financial liabilities | $ 0 | 0 |
Revolver | Line of Credit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Revolver | Line of Credit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 149.7 | |
Revolver | Line of Credit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
2027 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stated interest rate | 5.50% | |
2027 Senior Notes | Senior Notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 0 | 0 |
2027 Senior Notes | Senior Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 622.5 | 635.2 |
2027 Senior Notes | Senior Notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
2028 Senior Notes | Senior Notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
2028 Senior Notes | Senior Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 728.9 | 526.9 |
2028 Senior Notes | Senior Notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Term Loan B | Term Loan B | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Term Loan B | Term Loan B | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 385 | 388 |
Term Loan B | Term Loan B | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Term Loan B | Term Loan B-1 | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Term Loan B | Term Loan B-1 | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 298.5 | |
Term Loan B | Term Loan B-1 | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 70.6 | 53.6 |
Financial liabilities | 1,969 | 1,622.3 |
Carrying Amount | Revolver | Line of Credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 149.7 | |
Carrying Amount | 2027 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 594 | 593.2 |
Carrying Amount | 2028 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 698 | 494.6 |
Carrying Amount | Term Loan B | Term Loan B | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 382.4 | 384.8 |
Carrying Amount | Term Loan B | Term Loan B-1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 294.6 | |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 70.6 | 53.6 |
Financial liabilities | 2,034.9 | 1,699.8 |
Fair Value | Revolver | Line of Credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 149.7 | |
Fair Value | 2027 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 622.5 | 635.2 |
Fair Value | 2028 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 728.9 | 526.9 |
Fair Value | Term Loan B | Term Loan B | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 385 | $ 388 |
Fair Value | Term Loan B | Term Loan B-1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 298.5 |
Net Income Per Common Share C_3
Net Income Per Common Share Computations (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator for basic net income (loss) per common share: | ||||
Net income (loss) from continuing operations | $ 61.4 | $ 43.1 | $ 205.8 | $ (3.1) |
Net loss attributable to noncontrolling interest | 0 | (0.1) | 0 | (0.2) |
Income (loss) from continuing operations, net of tax | 61.4 | 43.2 | 205.8 | (2.9) |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | (96.1) |
Numerator for basic net income (loss) per common share | 61.4 | 43.2 | 205.8 | (99) |
Numerator for diluted net income (loss) from continuing operations per common share | 61.4 | 43.2 | 205.8 | (2.9) |
Numerator for diluted net income (loss) per common share | $ 61.4 | $ 43.2 | $ 205.8 | $ (99) |
Denominator for net income (loss) per common share: | ||||
Basic (in shares) | 38.6 | 39.5 | 38.7 | 39.6 |
Plus dilutive effect of stock awards (in shares) | 0.6 | 0.6 | 0.6 | 0 |
Diluted (in shares) | 39.2 | 40.1 | 39.3 | 39.6 |
Net income (loss) per common share data: Basic | ||||
Continuing operations (in dollars per share) | $ 1.59 | $ 1.09 | $ 5.31 | $ (0.07) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (2.43) |
Net income (loss) per common share - basic (in dollars per share) | 1.59 | 1.09 | 5.31 | (2.50) |
Net income (loss) per common share data: Diluted | ||||
Continuing operations (in dollars per share) | 1.57 | 1.08 | 5.23 | (0.07) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (2.43) |
Net income (loss) per common share - diluted (in dollars per share) | $ 1.57 | $ 1.08 | $ 5.23 | $ (2.50) |
Anti-dilutive stock awards excluded from the calculation of diluted shares (in shares) | 0 | 0 | 0 | 0.6 |
Segment Information - Additiona
Segment Information - Additional Information (Details) slot_machine in Thousands | 9 Months Ended | |
Sep. 30, 2021slot_machinesegmentsportsbookstategame | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Number of operating segments | segment | 3 | |
Number of slot machines | slot_machine | 11 | |
Number of table games | game | 200 | |
Number of states in which Gaming segment has slot machines and video lottery terminals | state | 8 | |
TwinSpires | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of sportsbooks | sportsbook | 8 | |
Rivers Des Plaines | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 61.30% | 61.30% |
Miami Valley Gaming LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 50.00% | 50.00% |
Segment Information - Schedule
Segment Information - Schedule of Net Revenue from External Customers (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | $ 393 | $ 337.8 | $ 1,232.4 | $ 775.8 |
Intercompany net revenue | 0 | 0 | 0 | 0 |
Disclosure of complimentary revenue | 6.1 | 2.1 | 15 | 10.5 |
Live and Historical Racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 81.5 | 71.1 | 336.7 | 130.5 |
TwinSpires | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 102.2 | 127.6 | 338.2 | 318.7 |
Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 185.6 | 133.7 | 525.6 | 318.4 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 393 | 337.8 | 1,232.4 | 775.8 |
Operating Segments | Live and Historical Racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 79.7 | 63.8 | 318.8 | 115.2 |
Intercompany net revenue | 1.8 | 7.3 | 17.9 | 15.3 |
Operating Segments | Live and Historical Racing | Churchill Downs Racetrack | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 7.4 | 34.9 | 114.6 | 52.4 |
Operating Segments | Live and Historical Racing | Derby City Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 40.2 | 25.9 | 113 | 55.2 |
Operating Segments | Live and Historical Racing | Oak Grove | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 27.1 | 2.4 | 72.1 | 2.4 |
Operating Segments | Live and Historical Racing | Turfway Park | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 0.7 | 0.6 | 5.8 | 5.2 |
Operating Segments | Live and Historical Racing | Newport | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 4.3 | 0 | 13.3 | 0 |
Operating Segments | TwinSpires | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 101.8 | 127.1 | 337.1 | 317.5 |
Intercompany net revenue | 0.4 | 0.5 | 1.1 | 1.2 |
Operating Segments | TwinSpires | Horse Racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 93.1 | 124 | 313 | 310.5 |
Operating Segments | TwinSpires | Sports and Casino | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 8.7 | 3.1 | 24.1 | 7 |
Operating Segments | Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 185.3 | 133.5 | 523.3 | 316.7 |
Intercompany net revenue | 0.3 | 0.2 | 2.3 | 1.7 |
Operating Segments | Gaming | Fair Grounds and VSI | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 24.8 | 27.9 | 98.2 | 70.6 |
Operating Segments | Gaming | Presque Isle | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 35.9 | 27.5 | 90.2 | 56.4 |
Operating Segments | Gaming | Ocean Downs | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 31.7 | 24.3 | 78.7 | 42.2 |
Operating Segments | Gaming | Calder | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 25.9 | 6.5 | 74.2 | 34 |
Operating Segments | Gaming | Oxford | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 31.8 | 12.2 | 72.1 | 32.4 |
Operating Segments | Gaming | Riverwalk | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 14.5 | 15.2 | 47.3 | 34.6 |
Operating Segments | Gaming | Harlow’s | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 13.3 | 12.7 | 43.9 | 29.7 |
Operating Segments | Gaming | Lady Luck Nemacolin | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 7.4 | 7.2 | 18.7 | 16.8 |
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 26.2 | 13.4 | 53.2 | 26.4 |
Intercompany net revenue | 3.6 | 3.8 | 10.2 | 9 |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Intercompany net revenue | (6.1) | (11.8) | (31.5) | (27.2) |
Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 185.3 | 133.5 | 523.3 | 316.7 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 26.2 | 13.4 | 53.2 | 26.4 |
External Customer | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 393 | 337.8 | 1,232.4 | 775.8 |
External Customer | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 366.8 | 324.4 | 1,179.2 | 749.4 |
External Customer | Operating Segments | Live and Historical Racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 79.7 | 63.8 | 318.8 | 115.2 |
External Customer | Operating Segments | TwinSpires | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 101.8 | 127.1 | 337.1 | 317.5 |
External Customer | Operating Segments | Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 185.3 | 133.5 | 523.3 | 316.7 |
External Customer | All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 26.2 | 13.4 | 53.2 | 26.4 |
External Customer | Pari-mutuel, live and simulcast racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 112.3 | 146.9 | 399.3 | 364.6 |
External Customer | Pari-mutuel, live and simulcast racing | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 99.7 | 138.5 | 372.1 | 349.7 |
External Customer | Pari-mutuel, live and simulcast racing | Operating Segments | Live and Historical Racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 5.4 | 14.9 | 50.9 | 35 |
External Customer | Pari-mutuel, live and simulcast racing | Operating Segments | TwinSpires | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 89.4 | 119 | 300.2 | 298.5 |
External Customer | Pari-mutuel, live and simulcast racing | Operating Segments | Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 4.9 | 4.6 | 21 | 16.2 |
External Customer | Pari-mutuel, live and simulcast racing | All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 12.6 | 8.4 | 27.2 | 14.9 |
External Customer | Pari-mutuel, historical racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 66.2 | 27.1 | 184 | 54.8 |
External Customer | Pari-mutuel, historical racing | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 66.2 | 27.1 | 184 | 54.8 |
External Customer | Pari-mutuel, historical racing | Operating Segments | Live and Historical Racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 66.2 | 27.1 | 184 | 54.8 |
External Customer | Pari-mutuel, historical racing | Operating Segments | TwinSpires | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 0 | 0 | 0 | 0 |
External Customer | Pari-mutuel, historical racing | Operating Segments | Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 0 | 0 | 0 | 0 |
External Customer | Pari-mutuel, historical racing | All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 0 | 0 | 0 | 0 |
External Customer | Racing event-related services | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 6.9 | 20 | 73.2 | 22.6 |
External Customer | Racing event-related services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 1.9 | 19.8 | 66.3 | 22.3 |
External Customer | Racing event-related services | Operating Segments | Live and Historical Racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 1.8 | 19.1 | 65.3 | 19.6 |
External Customer | Racing event-related services | Operating Segments | TwinSpires | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 0 | 0 | 0 | 0 |
External Customer | Racing event-related services | Operating Segments | Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 0.1 | 0.7 | 1 | 2.7 |
External Customer | Racing event-related services | All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 5 | 0.2 | 6.9 | 0.3 |
External Customer | Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 175.3 | 125.4 | 493.4 | 282.5 |
External Customer | Gaming | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 175.3 | 125.4 | 493.4 | 282.5 |
External Customer | Gaming | Operating Segments | Live and Historical Racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 0 | 0 | 0 | 0 |
External Customer | Gaming | Operating Segments | TwinSpires | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 8.7 | 3.1 | 24.1 | 7 |
External Customer | Gaming | Operating Segments | Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 166.6 | 122.3 | 469.3 | 275.5 |
External Customer | Gaming | All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 0 | 0 | 0 | 0 |
External Customer | Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 32.3 | 18.4 | 82.5 | 51.3 |
External Customer | Other | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 23.7 | 13.6 | 63.4 | 40.1 |
External Customer | Other | Operating Segments | Live and Historical Racing | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 6.3 | 2.7 | 18.6 | 5.8 |
External Customer | Other | Operating Segments | TwinSpires | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 3.7 | 5 | 12.8 | 12 |
External Customer | Other | Operating Segments | Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | 13.7 | 5.9 | 32 | 22.3 |
External Customer | Other | All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue from external customers | $ 8.6 | $ 4.8 | $ 19.1 | $ 11.2 |
Segment Information - Reconcili
Segment Information - Reconciliation of Comprehensive Income to Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||||||
Net revenue | $ 393 | $ 337.8 | $ 1,232.4 | $ 775.8 | ||||
Adjusted EBITDA | 156.1 | 121.9 | 500 | 207.3 | ||||
Net income (loss) and comprehensive income (loss) attributable to Churchill Downs Incorporated | 61.4 | 43.2 | 205.8 | (99) | ||||
Net loss attributable to noncontrolling interest | 0 | 0.1 | 0 | 0.2 | ||||
Net income (loss) before noncontrolling interest | 61.4 | $ 108.3 | $ 36.1 | 43.1 | $ (118.8) | $ (23.5) | 205.8 | (99.2) |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | 96.1 | ||||
Net income (loss) from continuing operations | 61.4 | 43.1 | 205.8 | (3.1) | ||||
Depreciation and amortization | 25.9 | 22.4 | 77.9 | 66.5 | ||||
Interest expense | 21.7 | 19.7 | 63.1 | 59.3 | ||||
Income tax provision (benefit) | 26.3 | 13.9 | 84.1 | (5.6) | ||||
EBITDA | 135.3 | 99.1 | 430.9 | 117.1 | ||||
Stock-based compensation expense | 7.8 | 6.9 | 20.4 | 17.3 | ||||
Other charges | 0 | 0.8 | 0.2 | 0.7 | ||||
Pre-opening expense and other expense | 1.7 | 6.2 | 3.8 | 9.8 | ||||
Asset impairments | 0 | 0 | 11.2 | 17.5 | ||||
Transaction expense, net | 2 | 0.5 | 2.1 | 1 | ||||
Interest, depreciation and amortization expense related to equity investments | 10.7 | 9.9 | 30.8 | 29.2 | ||||
Changes in fair value of Rivers Des Plaines' interest rate swaps | (2) | (1.5) | (8) | 14.7 | ||||
Rivers Des Plaines' legal reserves and transaction costs | 0.6 | 0 | 8.6 | 0 | ||||
Total adjustments to EBITDA | 20.8 | 22.8 | 69.1 | 90.2 | ||||
Adjusted EBITDA | 156.1 | 121.9 | 500 | 207.3 | ||||
Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net revenue | 393 | 337.8 | 1,232.4 | 775.8 | ||||
Adjusted EBITDA | 159.1 | 131.4 | 523.6 | 236.8 | ||||
Adjusted EBITDA | 159.1 | 131.4 | 523.6 | 236.8 | ||||
All Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net revenue | 26.2 | 13.4 | 53.2 | 26.4 | ||||
Adjusted EBITDA | (3) | (9.5) | (23.6) | (29.5) | ||||
Adjusted EBITDA | (3) | (9.5) | (23.6) | (29.5) | ||||
Live and Historical Racing | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net revenue | 81.5 | 71.1 | 336.7 | 130.5 | ||||
Taxes and purses | (24.6) | (20.4) | (95.4) | (43.9) | ||||
Marketing and advertising | (2.9) | (2.7) | (9.9) | (4.2) | ||||
Salaries and benefits | (10.9) | (8.8) | (36.2) | (21.3) | ||||
Content expense | (0.5) | (0.2) | (1.9) | (1) | ||||
Selling, general and administrative expense | (3.1) | (2.8) | (9.2) | (5.7) | ||||
Other operating expense | (11.8) | (12.1) | (39.8) | (25.7) | ||||
Other income | 0 | 0 | 0.1 | 0 | ||||
Adjusted EBITDA | 27.7 | 24.1 | 144.4 | 28.7 | ||||
Asset impairments | $ 11.2 | |||||||
Adjusted EBITDA | 27.7 | 24.1 | 144.4 | 28.7 | ||||
Live and Historical Racing | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net revenue | 79.7 | 63.8 | 318.8 | 115.2 | ||||
Adjusted EBITDA | 27.7 | 24.1 | 144.4 | 28.7 | ||||
Adjusted EBITDA | 27.7 | 24.1 | 144.4 | 28.7 | ||||
TwinSpires | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net revenue | 102.2 | 127.6 | 338.2 | 318.7 | ||||
Taxes and purses | (8) | (8.2) | (22.7) | (19.2) | ||||
Marketing and advertising | (10.6) | (6.9) | (35.8) | (13.3) | ||||
Salaries and benefits | (3.6) | (3.1) | (9.9) | (9.6) | ||||
Content expense | (47.1) | (62.7) | (162.1) | (154.4) | ||||
Selling, general and administrative expense | (2.2) | (3.9) | (6.8) | (7) | ||||
Other operating expense | (10) | (10.2) | (34.6) | (28) | ||||
Other income | 0 | 0 | 0 | 0.1 | ||||
Adjusted EBITDA | 20.7 | 32.6 | 66.3 | 87.3 | ||||
Adjusted EBITDA | 20.7 | 32.6 | 66.3 | 87.3 | ||||
TwinSpires | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net revenue | 101.8 | 127.1 | 337.1 | 317.5 | ||||
Adjusted EBITDA | 20.7 | 32.6 | 66.3 | 87.3 | ||||
Adjusted EBITDA | 20.7 | 32.6 | 66.3 | 87.3 | ||||
Gaming | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net revenue | 185.6 | 133.7 | 525.6 | 318.4 | ||||
Taxes and purses | (71.8) | (51.5) | (201.1) | (124.5) | ||||
Marketing and advertising | (3.6) | (0.6) | (7.5) | (6.3) | ||||
Salaries and benefits | (22.5) | (19.1) | (63) | (57.6) | ||||
Content expense | (1.2) | (1.2) | (3.5) | (2.6) | ||||
Selling, general and administrative expense | (7.1) | (8.2) | (19) | (18.8) | ||||
Other operating expense | (19.7) | (14.3) | (52.9) | (44.8) | ||||
Other income | 51 | 35.9 | 134.3 | 57 | ||||
Adjusted EBITDA | 110.7 | 74.7 | 312.9 | 120.8 | ||||
Adjusted EBITDA | 110.7 | 74.7 | 312.9 | 120.8 | ||||
Gaming | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net revenue | 185.3 | 133.5 | 523.3 | 316.7 | ||||
Adjusted EBITDA | 110.7 | 74.7 | 312.9 | 120.8 | ||||
Adjusted EBITDA | $ 110.7 | $ 74.7 | $ 312.9 | $ 120.8 |
Segment Information - Equity in
Segment Information - Equity in Earnings of Unconsolidated Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Equity in income (loss) of unconsolidated investments | $ 41.7 | $ 27.6 | $ 103 | $ 13.2 |
Gaming | ||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Equity in income (loss) of unconsolidated investments | $ 41.6 | $ 27.6 | $ 102.9 | $ 13.2 |
Segment Information - Summary o
Segment Information - Summary of Assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 2,973.5 | $ 2,686.4 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,914 | 1,870.6 |
Operating Segments | Live and Historical Racing | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 651 | 664.1 |
Operating Segments | TwinSpires | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 282.1 | 257.2 |
Operating Segments | Gaming | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 980.9 | 949.3 |
All Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 1,059.5 | $ 815.8 |
Segment Information - Summary_2
Segment Information - Summary of Capital Expenditures (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Capital expenditures | $ 52.1 | $ 210.1 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Capital expenditures | 49.5 | 205.6 |
Operating Segments | Live and Historical Racing | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Capital expenditures | 32.3 | 190.9 |
Operating Segments | TwinSpires | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Capital expenditures | 7.9 | 9.6 |
Operating Segments | Gaming | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Capital expenditures | 9.3 | 5.1 |
All Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Capital expenditures | $ 2.6 | $ 4.5 |
Subsequent Event (Details)
Subsequent Event (Details) | Oct. 26, 2021$ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash dividend (in dollars per share) | $ 0.667 |
Uncategorized Items - chdn-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |