Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 11, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | CHURCHILL DOWNS INC | ||
Entity Central Index Key | 20,212 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Emerging Growth Company | false | ||
Smaller Reporting Entity | false | ||
Entity Common Stock, Shares Outstanding | 40,284,299 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,470,235,704 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net revenue: | |||
Racing | $ 274.3 | $ 257.3 | $ 251.1 |
Online Wagering | 290.2 | 255.6 | 221.6 |
Casino | 411.2 | 350.5 | 332.8 |
Other Investments | 33.3 | 19.2 | 16.9 |
Total net revenue | 1,009 | 882.6 | 822.4 |
Operating expense: | |||
Racing | 204.9 | 192.5 | 187.7 |
Online Wagering | 196.1 | 170.2 | 146.7 |
Casino | 284.1 | 247.3 | 241.3 |
Other Investments | 32.2 | 17.8 | 16.5 |
Corporate | 2.1 | 2 | 1.8 |
Selling, general and administrative expense | 90.5 | 83.1 | 79.4 |
Impairment of tangible and other intangible assets | 0 | 21.7 | 0 |
Gain on Calder land sale | 0 | 0 | (23.7) |
Transaction expense, net | 10.3 | 2.3 | 0.2 |
Total operating expense | 820.2 | 736.9 | 649.9 |
Operating income | 188.8 | 145.7 | 172.5 |
Other income (expense): | |||
Interest expense, net | (40.1) | (49.3) | (43.7) |
Loss on extinguishment of debt | 0 | (20.7) | 0 |
Equity in income of unconsolidated investments | 29.6 | 25.5 | 17.4 |
Gain on Ocean Downs/Saratoga transaction | 54.9 | 0 | 0 |
Miscellaneous, net | 0.7 | 1.3 | 1.2 |
Total other income (expense) | 45.1 | (43.2) | (25.1) |
Income from continuing operations before provision for income taxes | 233.9 | 102.5 | 147.4 |
Income tax (provision) benefit | (51.3) | 19.9 | (50.7) |
Income from continuing operations, net of tax | 182.6 | 122.4 | 96.7 |
Income from discontinued operations, net of tax | 170.2 | 18.1 | 11.4 |
Net income | $ 352.8 | $ 140.5 | $ 108.1 |
Net income per common share data - basic: | |||
Continuing operations (in dollars per share) | $ 4.42 | $ 2.59 | $ 1.94 |
Discontinued operations (in dollars per share) | 4.12 | 0.38 | 0.23 |
Net income per common share - basic (in dollars per share) | 8.54 | 2.97 | 2.17 |
Net income per common share data - diluted: | |||
Continuing operations (in dollars per share) | 4.39 | 2.55 | 1.92 |
Discontinued operations (in dollars per share) | 4.09 | 0.37 | 0.22 |
Net income per common share - diluted (in dollars per share) | $ 8.48 | $ 2.92 | $ 2.14 |
Weighted average shares outstanding: | |||
Basic (in shares) | 41.3 | 47.2 | 49.3 |
Diluted (in shares) | 41.6 | 48 | 50.5 |
Other comprehensive income (loss): | |||
Foreign currency translation, net of tax | $ 0.6 | $ (0.1) | $ 0.2 |
Change in pension benefits, net of tax | (0.2) | 0 | (0.8) |
Other comprehensive income (loss) | 0.4 | (0.1) | (0.6) |
Comprehensive income | $ 353.2 | $ 140.4 | $ 107.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 133.3 | $ 51.7 |
Accounts receivable, net of allowance for doubtful accounts of $4.0 in 2018 and $3.6 in 2017 | 28.8 | 49.6 |
Income taxes receivable | 17 | 35.6 |
Other current assets | 22.4 | 18.9 |
Current assets of discontinued operations held for sale | 0 | 69.1 |
Total current assets | 241.5 | 256.1 |
Property and equipment, net | 757.5 | 608 |
Investment in and advances to unconsolidated affiliates | 108.1 | 171.3 |
Goodwill | 338 | 317.6 |
Other intangible assets, net | 264 | 169.4 |
Other assets | 16.1 | 13.6 |
Long-term assets of discontinued operations held for sale | 0 | 823.4 |
Total assets | 1,725.2 | 2,359.4 |
Current liabilities: | ||
Accounts payable | 47 | 54.1 |
Purses payable | 15.8 | 12.5 |
Account wagering deposit liabilities | 29.6 | 24 |
Accrued expense | 89.8 | 75.8 |
Current deferred revenue | 47.9 | 70.9 |
Current maturities of long-term debt | 4 | 4 |
Dividends payable | 22.5 | 23.7 |
Current liabilities of discontinued operations held for sale | 0 | 188.2 |
Total current liabilities | 256.6 | 453.2 |
Long-term debt (net of current maturities and loan origination fees of $4.7 in 2018 and $5.1 in 2017) | 387.3 | 632.9 |
Notes payable (net of debt issuance costs of $7.0 in 2018 and $7.7 in 2017) | 493 | 492.3 |
Non-current deferred revenue | 21.1 | 29.3 |
Deferred income taxes | 78.2 | 40.6 |
Other liabilities | 15.7 | 16 |
Non-current liabilities of discontinued operations held for sale | 0 | 54.8 |
Total liabilities | 1,251.9 | 1,719.1 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock, no par value; 0.3 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, no par value; 150.0 shares authorized; 40.4 shares issued and outstanding in 2018 and 46.2 in 2017 | 0 | 7.3 |
Retained earnings | 474.2 | 634.3 |
Accumulated other comprehensive loss | (0.9) | (1.3) |
Total shareholders' equity | 473.3 | 640.3 |
Total liabilities and shareholders' equity | $ 1,725.2 | $ 2,359.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4 | $ 3.6 |
Current maturities and loan origination fees | 4.7 | 5.1 |
Debt issuance costs on notes payable | $ 7 | $ 7.7 |
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 40,400,000 | 46,200,000 |
Common stock, shares outstanding (in shares) | 40,400,000 | 46,200,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss |
Shares outstanding, beginning (in shares) at Dec. 31, 2015 | 49,800,000 | |||
Shareholders' equity, beginning at Dec. 31, 2015 | $ 617.2 | $ 134 | $ 483.8 | $ (0.6) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 108.1 | 108.1 | ||
Issuance of common stock (in shares) | 300,000 | |||
Issuance of common stock | $ 2.6 | $ 2.6 | ||
Repurchase of common stock (in shares) | (635,370) | (800,000) | ||
Repurchase of common stock | $ (39) | $ (39) | ||
Issuance of restricted stock awards, net of forfeitures (in shares) | 200,000 | |||
Issuance of restricted stock awards, net of forfeitures | 0 | |||
Stock-based compensation | 18.9 | $ 18.9 | ||
Cash dividends | (22.2) | (22.2) | ||
Foreign currency translation, net of tax | 0.2 | 0.2 | ||
Change in pension benefits, net of tax | (0.8) | (0.8) | ||
Shares outstanding, ending (in shares) at Dec. 31, 2016 | 49,500,000 | |||
Shareholders' equity, ending at Dec. 31, 2016 | 685 | $ 116.5 | 569.7 | (1.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 140.5 | 140.5 | ||
Issuance of common stock (in shares) | 100,000 | |||
Issuance of common stock | 2.1 | $ 2.1 | ||
Repurchase of common stock (in shares) | (3,600,000) | |||
Repurchase of common stock | (190.9) | $ (138.4) | (52.5) | |
Issuance of restricted stock awards, net of forfeitures (in shares) | 200,000 | |||
Issuance of restricted stock awards, net of forfeitures | 0 | |||
Stock-based compensation | 27.1 | $ 27.1 | ||
Cash dividends | (23.4) | (23.4) | ||
Foreign currency translation, net of tax | (0.1) | (0.1) | ||
Change in pension benefits, net of tax | 0 | |||
Shares outstanding, ending (in shares) at Dec. 31, 2017 | 46,200,000 | |||
Shareholders' equity, ending at Dec. 31, 2017 | 640.3 | $ 7.3 | 634.3 | (1.3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 352.8 | 352.8 | ||
Issuance of common stock (in shares) | 300,000 | |||
Issuance of common stock | 1.5 | $ 1.5 | ||
Repurchase of common stock (in shares) | (6,200,000) | |||
Repurchase of common stock | (549.5) | $ (29.9) | (519.6) | |
Issuance of restricted stock awards, net of forfeitures (in shares) | 100,000 | |||
Issuance of restricted stock awards, net of forfeitures | 0 | |||
Stock-based compensation | 21.1 | $ 21.1 | ||
Cash dividends | (23) | (23) | ||
Foreign currency translation, net of tax | 0.6 | 0.6 | ||
Change in pension benefits, net of tax | (0.2) | 0.2 | ||
Shares outstanding, ending (in shares) at Dec. 31, 2018 | 40,400,000 | |||
Shareholders' equity, ending at Dec. 31, 2018 | $ 473.3 | $ 0 | $ 474.2 | $ (0.9) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends (in dollars per share) | $ 0.543 | $ 0.507 | $ 0.440 |
Foreign currency translation adjustment, tax | $ (0.1) | $ (0.1) | $ (0.1) |
Change in pension benefits, tax | $ (0.1) | $ 0 | $ (0.5) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income | $ 352.8 | $ 140.5 | $ 108.1 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 63.6 | 97.1 | 108.6 |
Earnings from equity investments, net | (29.6) | (25.5) | (17.4) |
Distributed earnings from equity investments | 19.8 | 18 | 15.6 |
Stock-based compensation | 21.1 | 27.1 | 18.9 |
Deferred income taxes | 36.5 | (65) | 35.4 |
Loss on impairment of assets | 0 | 21.7 | 0 |
Loss on extinguishment of debt | 0 | 20.7 | 0 |
Gain on Ocean Downs/Saratoga transaction | (54.9) | 0 | 0 |
Loss (gain) on sale of assets | 0 | 0.1 | (23.6) |
Gain on sale of Big Fish Games | (219.5) | 0 | 0 |
Big Fish Games earnout and deferred payments | (4.4) | (2.4) | (21.7) |
Game software development amortization | 0.4 | 17.5 | 17.2 |
Other | 2.8 | 1.7 | 2 |
Changes in operating assets and liabilities, net of businesses acquired and dispositions: | |||
Game software development | (0.3) | (22.1) | (22.1) |
Income taxes | 13.8 | (27.4) | (6.6) |
Deferred revenue | (10.3) | 17.2 | 17.9 |
Other assets and liabilities | 6 | (4.1) | (0.9) |
Net cash provided by operating activities | 197.8 | 215.1 | 231.4 |
Cash flows from investing activities: | |||
Capital maintenance expenditures | (29.6) | (33.3) | (30.9) |
Capital project expenditures | (119.8) | (83.6) | (23.8) |
Acquisition of businesses, net of cash | 13.1 | (24.2) | 0 |
Proceeds from sale of assets | 0 | (24) | (8) |
Proceeds from sale of Big Fish Games | 970.7 | 0 | 0 |
Proceeds from sale of assets | 0 | 0 | 25.6 |
Receivable from escrow | 0 | 13.6 | (13.6) |
Other | (10.3) | (2.1) | 0 |
Net cash provided by (used in) investing activities | 824.1 | (153.6) | (50.7) |
Cash flows from financing activities: | |||
Proceeds from borrowings under long-term debt obligations | 135 | 2,050.4 | 727.1 |
Repayments of borrowings under long-term debt obligations | (381) | (1,835.8) | (588.4) |
Payment of dividends | (23.7) | (21.5) | (19.1) |
Repurchase of common stock | (547) | (190.9) | (39) |
Common stock issued | 1.5 | 2.1 | 2.2 |
Repayment of Ocean Downs debt | (54.7) | 0 | 0 |
Big Fish Games earnout and deferred payments | (58.2) | (31.8) | (288.3) |
Call premium on 2021 Senior Notes | 0 | (16.1) | 0 |
Debt issuance costs | (0.8) | (14.4) | (1.4) |
Other | (4.4) | (1.5) | 5 |
Net cash used in financing activities | (933.3) | (59.5) | (201.9) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 88.6 | 2 | (21.2) |
Effect of exchange rate changes on cash | (0.8) | 0.5 | 0 |
Cash, cash equivalents and restricted cash, beginning of year | 85.5 | 83 | 104.2 |
Cash, cash equivalents and restricted cash, end of year | 173.3 | 85.5 | 83 |
Supplemental disclosures of cash flow information: | |||
Interest | 31.1 | 47.5 | 40 |
Income taxes | 48.6 | 75.9 | 32.4 |
Schedule of non-cash investing and financing activities: | |||
Dividends payable | 22.7 | 23.7 | 21.8 |
Property and equipment additions included in accounts payable and accrued expense | 6.6 | 9.6 | 4.2 |
Repurchase of common stock in payment of income taxes on stock-based compensation included in accrued expense | 2.5 | 1.3 | 6.4 |
Repurchase of treasury stock included in accrued expense | 2.5 | 0 | 0 |
Acquisition of Ocean Downs, net of cash acquired | $ 115.2 | $ 0 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | DESCRIPTION OF BUSINESS Churchill Downs Incorporated (the "Company", "we", "us", "our") is an industry-leading racing, gaming and online entertainment company anchored by our iconic flagship event - The Kentucky Derby . We own and operate the largest legal online horseracing wagering platform in the U.S., through our TwinSpires business. We are a leader in brick-and-mortar casino gaming with approximately 9,500 gaming positions in seven states after our Presque Isle acquisition closed on January 11, 2019. In August 2018, we launched our retail BetAmerica Sportsbook at our two Mississippi casino properties and have announced plans to enter additional U.S. sports betting and iGaming markets. Derby City Gaming, the first historical racing machine ("HRM") facility in Louisville, Kentucky, was opened in September 2018 with 900 HRM machines. We were organized as a Kentucky corporation in 1928, and our principal executive offices are located in Louisville, Kentucky. Sale of Big Fish Games, Inc. On November 29, 2017, the Company entered into a definitive Stock Purchase Agreement (the "Stock Purchase Agreement") to sell its mobile gaming subsidiary, Big Fish Games, Inc. ("Big Fish Games"), a Washington corporation, to Aristocrat Technologies, Inc. (the "Purchaser"), a Nevada corporation, an indirect, wholly owned subsidiary of Aristocrat Leisure Limited, an Australian corporation (the "Big Fish Transaction"). On January 9, 2018, pursuant to the Stock Purchase Agreement, the Company completed the Big Fish Transaction. The Purchaser paid an aggregate consideration of $990.0 million in cash in connection with the Big Fish Transaction, subject to customary adjustments for working capital and indebtedness and certain other adjustments as set forth in the Stock Purchase Agreement. The Big Fish Games segment and related Big Fish Transaction meet the criteria for held for sale and discontinued operation presentation. Accordingly, the consolidated statements of comprehensive income, consolidated balance sheets, and the notes to consolidated financial statements reflect the Big Fish Games segment as discontinued operations for all periods presented. Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only. The consolidated statements of cash flows includes both continuing and discontinued operations. Refer to Note 4, Discontinued Operations, for further information on the discontinued operations relating to the Big Fish Transaction. Ocean Downs/Saratoga Transaction On July 16, 2018, the Company announced its entry into a tax-efficient partial liquidation agreement (the "Liquidation Agreement") for the remaining 50% ownership of the Casino at Ocean Downs and Ocean Downs Racetrack located in Berlin, Maryland ("Ocean Downs") owned by Saratoga Casino Holdings LLC ("SCH") in exchange for the Company's 25% equity interest in SCH, which is the parent company of Saratoga Casino Hotel in Saratoga Springs, New York ("Saratoga New York") and Saratoga Casino Black Hawk in Black Hawk, Colorado ("Saratoga Colorado") (collectively, the "Ocean Downs/Saratoga Transaction"). On August 31, 2018, the Company closed the Ocean Downs/Saratoga Transaction, which resulted in the Company owning 100% of Ocean Downs and having no further equity interest or management involvement in Saratoga New York or Saratoga Colorado. As part of the Ocean Downs/Saratoga Transaction, Saratoga Harness Racing, Inc. ("SHRI") has agreed to grant the Company and its affiliates exclusive rights to operate online sports betting and iGaming on behalf of SHRI in New York and Colorado for a period of fifteen years from the date of the Liquidation Agreement, should such states permit SHRI to engage in sports betting and iGaming, subject to payment of commercially reasonable royalties to SHRI. Refer to Note 3, Acquisitions, for further information on the Ocean Downs/Saratoga Transaction. Stock Split On October 31, 2018, the Company announced a three -for-one split (the "Stock Split") of the Company's common stock for shareholders of record as of January 11, 2019. The additional shares resulting from the Stock Split were distributed on January 25, 2019. Our common stock began trading at the split-adjusted price on January 28, 2019. All share and per-share amounts in the Company’s consolidated financial statements and related notes have been retroactively adjusted to reflect the effects of the Stock Split. Operating Segments We conduct our business through our operating segments and report our net revenue and operating expense associated with our operating segments in our accompanying consolidated statements of comprehensive income. In the fourth quarter of 2018, we changed our TwinSpires segment name to Online Wagering. Our operating segments are defined as follows: Racing : primarily commissions earned on wagering at our racetracks, off-track betting facilities ("OTBs"), simulcast fees earned from other wagering sites, and operations including admissions, sponsorships and television rights, food and beverage services and alternative uses of our pari-mutuel facilities. Online Wagering : includes our TwinSpires business ("TwinSpires") and our online sports betting and iGaming business. TwinSpires operates our online horseracing wagering business online on our TwinSpires.com, BetAmerica.com and other Company platforms; high dollar wagering by international customers ("Velocity"); and horseracing statistical data generated by our information business that provides data information and processing services to the equine industry. Our sports betting and iGaming business includes the BetAmerica online sports betting and casino gaming operations. Casino : slot machines, table games, video lottery terminals ("VLTs"), video poker, retail sports wagering, ancillary food, beverage services, hotel, and other miscellaneous operations. In addition, Casino includes our 50% joint venture in Miami Valley Gaming ("MVG"). Other Investments : sales of and services for pari-mutuel wagering systems for racetracks (United Tote), Derby City Gaming HRM pari-mutuel wagering revenue and ancillary food and beverage services, and other investments. Corporate : other revenue and general and administrative expense not allocated to our other operating segments. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates Our financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and are based upon certain critical accounting policies. These policies may require management to make estimates, judgments and assumptions that we believe are reasonable based on our historical experience, contract terms, observance of known trends in our Company and the industry as a whole and information available from other outside sources. Our estimates affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those initial estimates. Our most critical estimates relate to goodwill and indefinite-lived intangible assets, and property and equipment. Goodwill and Indefinite-Lived Intangible Assets We perform an annual review for impairment of goodwill and indefinite-lived intangible assets on April 1 of each fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Adverse industry or economic trends, lower projections of profitability, or a sustained decline in our market capitalization, among other items, may be indications of potential impairment issues, which are triggering events requiring the testing of an asset’s carrying value for recoverability. Goodwill is allocated and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. We are required to aggregate the components of an operating segment into one reporting unit if they have similar economic characteristics. Goodwill and indefinite-lived intangible assets can or may be required to be tested using a two-step impairment test. An entity may assess qualitative factors to determine whether it is necessary to complete the two-step impairment test using a more likely than not criteria. If an entity believes it is more likely than not that the fair value of a reporting unit is greater than its carrying value, including goodwill, the two-step process can be bypassed. Qualitative factors include macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, among others. These factors require significant judgments and estimates, and application of alternative assumptions could produce significantly different results. Evaluations of possible impairment utilizing the two-step approach require us to estimate, among other factors, forecasts of future operating results, revenue growth, EBITDA margin, tax rates, capital expenditures, depreciation, working capital, weighted average cost of capital, long-term growth rates, risk premiums, terminal values and fair market values of our reporting units and assets. Changes in estimates or the application of alternative assumptions could produce significantly different results. Our gaming rights and casinos' trademarks are considered indefinite-lived intangible assets that do not require amortization based on our future expectations to operate our gaming facilities and use the trademarks indefinitely and our historical experience in renewing these intangible assets at minimal cost with various state gaming commissions. The indefinite lived-intangible assets carrying value are tested annually, or more frequently, if indicators of impairment exist, by comparing the fair value of the recorded assets to the associated carrying amount. If the carrying amount of the gaming rights and trademark intangible assets exceed fair value, an impairment loss is recognized. Property and Equipment We review the carrying value of our property and equipment to be held and used in our operations whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable from estimated future undiscounted cash flows expected to result from its use and eventual disposition. Adverse industry or economic trends, lower projections of profitability, or a significant adverse change in legal factors or in the business climate, among other items, may be indications of potential impairment issues. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, an impairment is recorded based on the fair value of the asset. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: 10 to 40 years for grandstands and buildings, 2 to 10 years for equipment, 2 to 10 years for furniture and fixtures and 10 to 20 years for tracks and other improvements. Revenue Recognition We generate revenue from pari-mutuel wagering transactions with customers related to live races, simulcast races, and historical races as well as simulcast host fees earned from other wagering sites. Additionally, our racetracks that host live races generate revenue through sponsorships, admissions (including luxury suites), personal seat licenses ("PSLs"), television rights, concessions, programs and parking. Concessions, programs, and parking revenue is recognized once the good or service is delivered. Our live racetracks' revenue and income are influenced by our racing calendar. Similarly, Online Wagering horseracing revenue and income is influenced by racing calendars. Therefore, revenue and operating results for any interim quarter are not generally indicative of the revenue and operating results for the year and may not be comparable with results for the corresponding period of the previous year. We historically have had fewer live racing days during the first quarter of each year, and the majority of our live racing revenue occurs during the second quarter with the running of the Kentucky Oaks and Kentucky Derby. For live races we present at our racetracks, we recognize revenue on wagers we accept from customers at our racetrack ("on-track revenue") and revenue we earn from exporting our live racing signals to other race tracks, OTBs, and advance deposit wagering providers ("export revenue"). For simulcast races we display at our racetracks, OTBs, and Online Wagering platforms, we recognize revenue we earn from providing a wagering service to our customers on these imported live races ("import revenue"). Online Wagering import revenue is generated through advance deposit wagering which consists of patrons wagering through an advance deposit account. We recognize revenue we earn from providing a wagering service to our customers on historical races at our HRM facility. Each wagering contract for on-track revenue, import revenue, and HRM revenue contains a single performance obligation and our export revenue contracts contain a series of distinct services that form a single performance obligation. The transaction price for on-track revenue, import revenue, and HRM revenue is fixed based on the established commission rate we are entitled to retain. The transaction price for export revenue is variable based on the simulcast host fee we charge our customers for exporting our signal. We may provide cash incentives in conjunction with wagering transactions we accept from Online Wagering customers. These cash incentives represent consideration payable to a customer and therefore are treated as a reduction of the transaction price for the wagering transaction. Our export revenue contracts generally have a duration of one year or less. These arrangements are licenses of intellectual property containing a usage based royalty. As a result, we have elected to use the practical expedient to omit disclosure related to remaining performance obligations for our export revenue contracts. We recognize on-track revenue, export revenue, and import revenue once the live race event is made official by the relevant racing regulatory body. We recognize HRM revenue once the historical race has been completed on the historical racing machine. We evaluate our on-track revenue, export revenue, import revenue, and HRM revenue contracts in order to determine whether we are acting as the principal or as the agent when providing services, which we consider in determining if revenue should be reported gross or net. An entity is a principal if it controls the specified service before that service is transferred to a customer. The revenue we recognize for on-track revenue, import revenue, and HRM revenue is the commission we are entitled to retain for providing a wagering service to our customers. For these arrangements, we are the principal as we control the wagering service; therefore, any charges, including any applicable simulcast fees, we incur for delivering the wagering service are presented as operating expenses. For export revenue, our customer is the third party wagering site such as a race track, OTB, or advance deposit wagering provider. Therefore, the revenue we recognize for export revenue is the simulcast host fee we earn for exporting our racing signal to the third party wagering site. Our admission contracts are either for a single live racing event day or multiple days. Our PSLs, sponsorships, and television rights contracts generally relate to multiple live racing event days. Multiple day admission, PSLs, sponsorships, and television rights contracts contain a distinct series of services that form single performance obligations. Sponsorships contracts generally include performance obligations related to admissions and advertising rights at our racetracks. Television rights contracts contain a performance obligation related to the rights to distribute certain live racing events on media platforms. The transaction prices for our admissions, PSLs, sponsorships, and television rights contracts are fixed. We allocate the transaction price to our sponsorship contract performance obligations based on the estimated relative standalone selling price of each distinct service. The revenue we recognize for admissions to a live racing event day is recognized once the related event is complete. For admissions, PSLs, sponsorships, and television rights contracts that relate to multiple live racing event days, we recognize revenue over time using an output method of each completed live racing event day as our measure of progress. Each completed live racing event day corresponds with the transfer of the relevant service to a customer and therefore is considered a faithful depiction of our efforts to satisfy the promises in these contracts. This output method results in measuring the value transferred to date to the customer relative to the remaining services promised under the contracts. Certain premium live racing event days such as the Kentucky Derby and Oaks result in a higher value of revenue allocated relative to other live racing event days due to, among other things, the quality of thoroughbreds racing, higher levels of on-track attendance, national broadcast audience, local and national media coverage, and overall entertainment value of the event. While these performance obligations are satisfied over time, the timing of when this revenue is recognized is directly associated with the occurrence of our live racing events, which is when the majority of our revenues recognized at a point in time are also recognized. Timing of revenue recognition may differ from the timing of invoicing to customers for our long-term contracts in our Racing segment. We generally invoice customers prior to delivery of services for our admissions, PSLs, sponsorships, and television rights contracts. Accordingly, we recognize a receivable and a contract liability at the time we have an unconditional right to receive payment. When cash is received in advance of delivering services under our contracts, we defer revenue and recognize it in accordance with our policies for that type of contract. In situations where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to allow our customers to secure the right to the specific services provided under our contracts, not to receive financing from our customers. Casino revenue primarily consists of gaming wager transactions. Other operating revenue, such as food and beverage or hotel revenue, is recognized once delivery of the product or service has occurred. The transaction price for gaming wager transactions is the difference between gaming wins and losses. The majority of our casinos offer loyalty programs that enable customers to earn loyalty points based on their gaming play. Gaming wager transactions involve two performance obligations for those customers earning loyalty points under the Company’s loyalty programs and a single performance obligation for customers who do not participate in the program. Loyalty points are primarily redeemable for free gaming activities and food and beverage. For purposes of allocating the transaction price in a wagering transaction between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a loyalty point that can be redeemed for gaming activities or food and beverage. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers settle. The loyalty point contract liability amount is deferred and recognized as revenue when the customer redeems the points for a gaming wagering transaction or food and beverage and such goods or services are delivered to the customer. Income Taxes We use estimates and judgments for financial reporting to determine our current tax liability and deferred taxes. In accordance with the liability method of accounting for income taxes, we recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Adjustments to deferred taxes are determined based upon the changes in differences between the book basis and tax basis of our assets and liabilities and measured using enacted tax rates we estimate will be applicable when these differences are expected to reverse. Changes in current tax laws, enacted tax rates or the estimated level of taxable income or non-deductible expense could change the valuation of deferred tax assets and liabilities and affect the overall effective tax rate and tax provision. When tax returns are filed, it is highly certain that some positions taken will be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that will be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with the tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets, along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Cash and Cash Equivalents We consider investments with original maturities of three months or less that are readily convertible to cash to be cash equivalents. We have, from time to time, cash in the bank in excess of federally insured limits. Under our cash management system, checks issued but not yet presented to banks that would result in negative bank balances when presented are classified as a current liability in the accompanying consolidated balance sheets. Restricted Cash and Account Wagering Deposit Liabilities Amounts included in restricted cash represent amounts due to horsemen for purses, stakes and awards that are paid in accordance with the terms of our contractual agreements or statutory requirements. Restricted cash also includes deposits collected from our Online Wagering customers. Allowance for Doubtful Accounts Receivable We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance is maintained at a level considered appropriate based on historical experience and other factors that affect our expectation of future collectability. Uncollectible accounts receivable are written off against the allowance for doubtful accounts receivable when management determines that the probability of payment is remote and collection efforts have ceased. Internal Use Software Internal use software costs for Online Wagering software is capitalized in property and equipment, net in the accompanying consolidated balance sheets, in accordance with accounting guidance governing computer software developed or obtained for internal use. Once the software is placed in operation, we amortize the capitalized software over its estimated economic useful life, which is generally three years. We capitalized internal use software of approximately $9.7 million in 2018, $7.2 million in 2017, and $6.7 million in 2016. We incurred amortization expense of approximately $7.3 million in 2018, $6.3 million in 2017, and $6.0 million in 2016, for projects which had been placed in service. Fair Value of Assets and Liabilities We adhere to a hierarchy for ranking the quality and reliability of the information used to determine fair values. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following three categories: Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities; Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability; and Level 3: Unobservable inputs for the asset or liability. 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. Investments in and Advances to Unconsolidated Affiliates We have investments in unconsolidated affiliates accounted for under the equity method. Under the equity method, carrying value is adjusted for our share of the investees' income and losses, amortization of certain basis differences as well as capital contributions to and distributions from these companies. Distributions in excess of equity method income are recognized as a return of investment and recorded as investing cash inflows in the accompanying consolidated statements of cash flows. We classify income and losses as well as gains and impairments related to our investments in unconsolidated affiliates as a component of other income (expense) in the accompanying consolidated statements of comprehensive income. We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of the investment may have experienced an "other-than-temporary" decline in value. If such conditions exist, we compare the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determine whether the impairment is "other-than-temporary" based on an assessment of all relevant factors, including consideration of our intent and ability to retain our investment until the recovery of the unrealized loss. We estimate fair value using a discounted cash flow analysis based on estimated future results of the investee. Debt Issuance Costs and Loan Origination Fees Debt issuance costs and loan origination fees associated with our term debt, revolver, and notes payable are amortized as interest expense over the term of each respective financial instrument. Debt issuance costs and loan origination fees associated with our term debt and notes payable are presented as a direct deduction from the carrying amount of the related liability. Debt issuance costs and loan origination fees associated with our revolver are presented as an asset. Casino and Pari-mutuel Taxes We recognize casino and pari-mutuel tax expense based on the statutory requirements of the federal, state, and local jurisdictions in which we conduct business. All of our casino taxes and the majority of our pari-mutuel taxes are gross receipts taxes levied on the gaming entity. We recognize these taxes as Racing, Online Wagering, Casino, and Other Investments operating expenses in our consolidated statements of comprehensive income. In certain jurisdictions governing our pari-mutuel contracts with customers, there are specific pari-mutuel taxes that are assessed on winning wagers from our customers, which we collect and remit to the government. These taxes are presented on a net basis. Purse Expense We recognize purse expense based on the statutorily or contractually determined amount of revenue that is required to be paid out in the form of purses to the qualifying finishers of horseraces run at our racetracks in the period in which wagering occurs. We incur a liability for all unpaid purses that will be paid out on a future live race event. Self-insurance Accruals We are self-insured up to certain limits for costs associated with general liability, workers’ compensation and employee health coverage, and we purchase insurance for claims that exceed our self-insurance retention or deductible levels. We record self-insurance reserves that include accruals of estimated settlements for known claims ("Case Reserves"), as well as accruals of third-party actuarial estimates for claims incurred but not yet reported ("IBNR"). Case Reserves represent estimated liabilities for unpaid losses, based on a claims administrator's estimates of future payments on individual reported claims, including allocated loss adjustment expense, which generally include claims settlement costs such as legal fees. IBNR includes the provision for unreported claims, changes in case reserves and future payments on reopened claims. Key variables and assumptions include, but are not limited to, loss development factors and trend factors such as changes in workers' compensation laws, medical care costs and wages. These loss development factors and trend factors are developed using our actual historical losses. It is possible that reasonable alternative selections would produce different reserve estimates. Advertising and Marketing We expense the costs of general advertising, marketing and associated promotional expenditures at the time the costs are incurred. We incurred advertising and marketing expense of approximately $28.7 million in 2018, $24.8 million in 2017, and $23.1 million in 2016 in our accompanying consolidated statements of comprehensive income. Stock-Based Compensation All stock-based payments to employees and directors, including grants of employee stock options and restricted stock, are recognized as compensation expense over the service period based on the fair value on the date of grant. For awards that have a graded vesting schedule, we recognize expense on a straight-line basis for each separately vesting portion of the award. We recognize forfeitures of awards as incurred. Computation of Net Income per Common Share Net income per common share is presented for both basic earnings per common share ("Basic EPS") and diluted earnings per common share ("Diluted EPS"). Basic EPS is based upon the weighted average number of common shares outstanding, excluding unvested stock awards, during the period plus vested common stock equivalents that have not yet been converted to common shares. Diluted EPS is based upon the weighted average number of shares used to calculate Basic EPS and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares result from applying the treasury stock method to outstanding stock options as well as unvested stock awards. Common Stock Share Repurchases From time-to-time, we repurchase shares of our common stock under share repurchase programs authorized by our Board of Directors. Share repurchases constitute authorized but unissued shares under the Kentucky laws under which we are incorporated. Additionally, our common stock has no par or stated value. Accordingly, we record the full value of share repurchases, upon the trade date, against common stock on our consolidated balance sheets except when to do so would result in a negative balance in such common stock account. In such instances, we record the cost of any further share repurchases as a reduction to retained earnings. Due to the large number of share repurchases of our common stock over the past several years our common stock balance frequently will be zero at the end of any given reporting period. Refer to Note 9, Shareholders' Equity, for additional information on our share repurchases. Recent Accounting Pronouncements - Adopted on January 1, 2018 In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASC 606") which provides a five-step analysis of transactions to determine when and how revenue is recognized. We adopted ASC 606 on January 1, 2018 using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been retrospectively adjusted and continues to be reported under the accounting standards in effect for those periods. The adoption of ASC 606 had no impact on cash provided by or used in operating, financing, or investing activities on our accompanying consolidated statements of cash flows. Due to the adoption of ASC 606, we made certain modifications to the classification of net revenue and operating expenses in the Online Wagering segment primarily due to the fact that under ASC 606, we are the principal in all import revenue contracts. Under ASC 606, in circumstances where we make advance sales and advance billings to customers, we recognize a receivable and deferred revenue when we have an unconditional right to receive payment. Previously, we recognized a receivable and deferred revenue at the time of the advance sale and billing if it was probable we would collect the receivable and recognize revenue. We expect the adoption of ASC 606 will not materially impact our accompanying consolidated statements of comprehensive income on an ongoing basis in future periods. The cumulative effects of the changes made to our accompanying consolidated balance sheets as of January 1, 2018 for the adoption of ASC 606 were as follows: (in millions) As Reported at December 31, 2017 Adoption of ASC 606 Balance at January 1, 2018 ASSETS Accounts receivable, net $ 49.6 $ (21.8 ) $ 27.8 Income taxes receivable 35.6 (4.1 ) 31.5 Current assets of discontinued operations held for sale 69.1 0.7 69.8 Other assets 13.6 (1.1 ) 12.5 LIABILITIES Accrued expense 75.8 0.8 76.6 Current deferred revenue 70.9 (18.9 ) 52.0 Current liabilities of discontinued operations held for sale 188.2 (38.8 ) 149.4 Non-current deferred revenue 29.3 (4.5 ) 24.8 Deferred income taxes 40.6 (0.1 ) 40.5 Non-current liabilities of discontinued operations held for sale 54.8 5.5 60.3 SHAREHOLDERS' EQUITY Retained earnings 634.3 29.7 664.0 There were two primary changes to our consolidated balance sheets resulting from the adoption of ASC 606. The most significant change was in current and non-current liabilities of discontinued operations held for sale and retained earnings related to breakage revenue for outstanding Big Fish Game Club credits. The other primary change was in accounts receivable, net of allowance for doubtful accounts, current deferred revenue, and non-current deferred revenue related to the timing of when we have a right to consideration under our contracts. In accordance with ASC 606 requirements, the disclosure of the impact of adoption on our accompanying consolidated balance sheets was as follows: At December 31, 2018 (in millions) As Reported Balances without Adoption of ASC 606 Effect of Change Increase/(Decrease) ASSETS Accounts receivable, net $ 28.8 $ 53.7 $ (24.9 ) Other assets 16.1 16.7 (0.6 ) LIABILITIES Accrued expense 89.8 88.8 1.0 Current deferred revenue 47.9 70.1 (22.2 ) Non-current deferred revenue 21.1 25.2 (4.1 ) Deferred income taxes 78.2 78.0 0.2 SHAREHOLDERS' EQUITY Retained earnings 474.2 474.6 (0.4 ) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash ("ASU 2016-18"). The new standard requires that the statement of cash flows explain the change during the period of cash, cash equivalents, and amounts generally described as restricted cash. Entities are also required to reconcile the cash, cash equivalents, and restricted cash in the statement of cash flows to the balance sheet and disclose the nature of the restrictions on restricted cash. We adopted ASU 2016-18 on January 1, 2018 using the retrospective method. As a result, we began including amounts generally described as restricted cash with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the consolidated statements of cash flows. We adjusted our consolidated statements of cash flows for the years ended December 31, 2017 and 2016 from amounts previously reported due to the adoption of ASU 2016-18. The effects of adopting ASU 2016-18 on our accompanying consolidated statements of cash flows were as follows: Year Ended December 31, 2017 (in millions) As Previously Reported Adoption of ASU 2016-18 As Adjusted Net cash provided by operating activities $ 218.2 $ (3.1 ) $ 215.1 Cash, cash equivalents and restricted cash, beginning of year $ 48.7 $ 34.3 $ 83.0 Net increase in cash, cash equivalents and restricted cash 5.1 (3.1 ) 2.0 Effect of exchange rate changes on cash 0.5 — 0.5 Cash, cash equivalents and restricted cash, end of year $ 54.3 $ 31.2 $ 85.5 Year Ended December 31, 2016 (in millions) As Previously Reported Adoption of ASU 2016-18 As Adjusted Net cash provided by operating activities $ 226.8 $ 4.6 $ 231.4 Cash, cash equivalents and restricted cash, beginning of year $ 74.5 $ 29.7 $ 104.2 Net decrease in cash, cash equivalents and restricted cash (25.8 ) 4.6 (21.2 ) Effect of exchange rate changes on cash — — — Cash, cash equivalents and restricted cash, end of year $ 48.7 $ 34.3 $ 83.0 In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which reduces diversity in practice in how certain transactions are classified in the statement of cash flows. We adopted the new guidance on January 1, 2018 and it did not have a material impact on our consolidated results of operations, financial condition, or cash flows. We will utilize the cumulative earnings approach under the ASU to present distributions received from equity method investees, which is consistent with our previous existing policy. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ( |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS Ocean Downs On July 16, 2018, the Company announced its entry into the Liquidation Agreement for the Ocean Downs/Saratoga Transaction. As part of the Ocean Downs/Saratoga Transaction, SHRI has agreed to grant the Company and its affiliates exclusive rights to operate online sports betting and iGaming on behalf of SHRI in New York and Colorado for a period of fifteen years from the date of the Liquidation Agreement, should such states permit SHRI to engage in sports betting and iGaming, subject to payment of commercially reasonable royalties to SHRI. On August 31, 2018, the Company completed the Ocean Downs/Saratoga Transaction, which resulted in the Company owning 100% of the equity interests of Ocean Downs. We therefore consolidated Ocean Downs as of the acquisition date. Upon the closing of the Ocean Downs/Saratoga Transaction, the Company no longer has an equity interest or management involvement in Saratoga New York or Saratoga Colorado. Prior to the Ocean Downs/Saratoga Transaction, the Company held an effective 62.5% ownership interest in Ocean Downs, and a 25% ownership interest in Saratoga New York and Saratoga Colorado, all of which were accounted for under the equity method. The consideration transferred to SCH to acquire the remaining interest in Ocean Downs was the Company's equity investments in Saratoga New York and Saratoga Colorado, which had an aggregate fair value of $47.8 million at the acquisition date. Under the acquisition method, the fair values of the consideration transferred and the Company's equity method investment in Ocean Downs, which had a fair value of $80.5 million at the acquisition date, were allocated to the assets acquired and liabilities assumed in the Ocean Downs/Saratoga Transaction. The Company's carrying values in these equity method investments were significantly less than their fair values, resulting in a pre-tax gain of $54.9 million , which is included in the accompanying consolidated statements of comprehensive income. The fair value of the Company's equity method investments in Ocean Downs, Saratoga New York, and Saratoga Colorado 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. The following table summarizes the final fair values of the assets acquired and liabilities assumed, net of cash acquired of $13.1 million , at the date of the acquisition. (in millions) Total Current assets $ 1.9 Property and equipment 57.4 Goodwill 20.4 Intangible assets 95.4 Current liabilities (5.2 ) Debt (54.7 ) $ 115.2 The final fair value of the intangible assets consisted of the following: (in millions) Fair Value Recognized Weighted-Average Useful Life Gaming rights $ 87.0 N/A Trademark 8.3 N/A Other 0.1 1.3 years Total intangible assets $ 95.4 Current assets and current liabilities were valued at the existing carrying values due to their short term nature and represented management's estimated fair value of the respective items at August 31, 2018. The debt of $54.7 million assumed by the Company was valued at its outstanding principal balance, which approximated fair value at August 31, 2018. The Company subsequently paid off the debt in full on September 4, 2018. The property and equipment acquired primarily relates to land, buildings, equipment, and furniture and fixtures. The fair values of the property and equipment were primarily determined using the cost replacement method, which is based on replacement or reproduction costs of the assets. The fair value of the Ocean Downs gaming rights was determined using the Greenfield method, which is an income approach methodology that calculates the present value of the overall business enterprise based on a projected cash flow stream. This method assumes that the gaming rights intangible asset provides the opportunity to develop a casino in a specified region, and that the present value of the projected cash flows is 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 and operating expenses and start-up costs of Ocean Downs were the primary inputs in the valuation. The gaming rights intangible asset was assigned an indefinite useful life based on the Company's expected use of the asset and determination that no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of the gaming rights. The renewal of the gaming rights in Maryland is subject to various legal requirements. However, the Company's historical experience has not indicated, nor does the Company expect, any limitations regarding its ability to continue to renew its gaming rights in Maryland. The trademark intangible asset was valued 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 trademark was assigned an indefinite useful life based on the Company’s intention to keep the Ocean Downs name for an indefinite period of time. Goodwill of $20.4 million was recognized due to the expected contribution of Ocean Downs to the Company's overall business strategy. The goodwill was assigned to the Casino segment and is not deductible for tax purposes. In connection with the Ocean Downs/Saratoga Transaction, the Company recorded a deferred tax liability and income tax expense of $12.6 million . The deferred tax liability represents the excess of the financial reporting amounts of the net assets of Ocean Downs over their respective basis under U.S., state, and local tax law expected to be applied to taxable income in the periods such differences are expected to be realized. After the closing of the Ocean Downs/Saratoga Transaction, for the period from September 1, 2018 through December 31, 2018, net revenue for Ocean Downs was $25.9 million , and net income was not material. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company's acquisition of the remaining 50% interest in Ocean Downs occurred as of January 1, 2016 and excludes the gain recognized from the Ocean Downs/Saratoga Transaction. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2016. The unaudited pro forma net income giving effect to the Ocean Downs/Saratoga Transaction was not materially different than our historical net income. Years Ended December 31, (in millions) 2018 2017 2016 Net revenue $ 1,065.4 $ 947.2 $ 884.8 Presque Isle and Lady Luck Nemacolin On February 28, 2018, the Company entered into two separate definitive asset purchase agreements with Eldorado Resorts, Inc. ("ERI") to acquire substantially all of the assets and properties used in connection with the operation of Presque Isle Downs & Casino in Erie, Pennsylvania (the "Presque Isle Transaction"), and Lady Luck Casino in Vicksburg, Mississippi (the "Lady Luck Vicksburg Transaction") for total aggregate consideration of approximately $229.5 million , to be paid in cash, subject to certain working capital and other purchase price adjustments. On July 6, 2018, the Company and ERI mutually agreed to terminate the asset purchase agreement with respect to the Lady Luck Vicksburg Transaction (the "Termination Agreement"). Concurrently with the entry into the Termination Agreement, the Company and ERI also entered into an amendment to the previously announced asset purchase agreement relating to the Presque Isle Transaction (the "Amendment"). Pursuant to the Amendment, the Company and ERI agreed to, among other things, cooperate in good faith, subject to certain conditions, to enter into an agreement pursuant to which the Company, for cash consideration of $100,000 , will receive certain assets and assume the rights and obligations of an affiliate of ERI to operate the Lady Luck Casino Nemacolin in Farmington, Pennsylvania (the "Lady Luck Nemacolin Transaction"). The Presque Isle Transaction reflects a stand-alone purchase price of $178.9 million . Closing of the Presque Isle Transaction was also conditioned on the execution of the definitive agreement with respect to the Lady Luck Nemacolin Transaction, which occurred on August 10, 2018 (the "Lady Luck Nemacolin Agreement"). Upon the execution of the Lady Luck Nemacolin Agreement and pursuant to the Termination Agreement, the Company paid ERI a termination fee of $5.0 million , which is included in "Transaction expense, net" in the accompanying consolidated statements of comprehensive income. On January 11, 2019, the Company completed the Presque Isle Transaction. The closing date of the Presque Isle Transaction occurred subsequent to the end of the reporting period and the preliminary allocation of the purchase price to the underlying net assets has not yet been completed. Subject to receipt of Pennsylvania regulatory approvals and other customary closing conditions, the Lady Luck Nemacolin Transaction is expected to close in the first half of 2019. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company's acquisition of Presque Isle occurred as of January 1, 2016. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2016. The unaudited pro forma net income giving effect to the Presque Isle Transaction was not materially different than our historical net income. Years Ended December 31, (in millions) 2018 2017 2016 Net revenue $ 1,150.8 $ 1,020.5 $ 964.5 Pending Acquisition of Certain Ownership Interests of Midwest Gaming Holdings, LLC On October 31, 2018, the Company announced that it had entered into a definitive purchase agreement pursuant to which the Company will acquire certain ownership interests of Midwest Gaming Holdings, LLC ("Midwest Gaming"), the parent company of Rivers Casino Des Plaines in Des Plaines, Illinois ("Rivers Des Plaines"), for cash (the "Sale Transaction"). The Sale Transaction will be comprised of (i) the Company’s purchase of 100% of the ownership stake in Midwest Gaming held by affiliates and co-investors of Clairvest Group Inc. ("Clairvest") for approximately $291.0 million and (ii) the Company’s offer to purchase, on the same terms, additional units of Midwest Gaming held by High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC, and Casino Investors, LLC ("Casino Investors"). Following the closing of the Sale Transaction, the parties expect to enter into a recapitalization transaction pursuant to which Midwest Gaming will use approximately $300.0 million in proceeds from new credit facilities to redeem, on a pro rata basis, additional Midwest Gaming units held by High Plaines and Casino Investors (the "Recapitalization" and together with the Sale Transaction, the "Transactions"). Based on the results of the purchase of the Clairvest ownership stake and the purchase, on the same terms, of additional units held by High Plaines and Casino Investors, the Company will acquire, at the closing of the Sale Transaction, approximately 42% of Midwest Gaming for aggregate cash consideration of approximately $407.0 million . As a result of the Recapitalization, the Company's ownership of Midwest Gaming will increase to approximately 62% . The Company and High Plaines equally will split priority distributions of two percent of Midwest Gaming's annual gross revenue. In addition, the Company, High Plaines, and Casino Investors will be entitled to receive pro rata quarterly tax distributions calculated based on the highest applicable U.S. individual federal tax rate plus the higher of California or New York individual state tax rates, as well as other distributions permitted under new credit facility covenants. The Transactions are dependent on usual and customary closing conditions, including securing approval from the Illinois Gaming Board. The Transactions are expected to close in the first half of 2019. BetAmerica On April 24, 2017, we completed the acquisition of certain assets of BAM Software and Services, LLC ("BetAmerica"), which has not had a material impact on our results of operations, financial condition or cash flows. The Company has not included other disclosures regarding BetAmerica because the acquired ADW business is immaterial to our business. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS On January 9, 2018, the Company completed the Big Fish Transaction, which had a purchase price of $990.0 million . The Company received cash proceeds of $970.7 million which was net of $5.2 million of working capital adjustments and $14.1 million of transaction costs. The Company derecognized the following upon the Big Fish Transaction: (in millions) Cash and cash equivalents $ 0.3 Accounts receivable 34.7 Game software development, net 6.7 Other current assets 17.0 Property and equipment, net 17.8 Game software development, net 13.8 Goodwill 530.7 Other intangible assets, net 238.4 Other assets 24.0 Accounts payable (8.5 ) Accrued expense (22.6 ) Deferred revenue (44.2 ) Deferred income taxes (52.0 ) Other liabilities (4.9 ) Carrying value of Big Fish Games $ 751.2 The Company recognized a gain of $219.5 million upon the sale recorded in income from discontinued operations in the accompanying consolidated statements of comprehensive income in 2018. The gain consisted of cash proceeds of $970.7 million offset by the carrying value of Big Fish Games of $751.2 million . The income tax provision on the gain was $51.2 million , resulting in an after tax gain of $168.3 million . The following table presents the financial results of Big Fish Games included in "Income from discontinued operations, net of tax" in the accompanying consolidated statements of comprehensive income: Years Ended December 31, (in millions) 2018 2017 2016 Net revenue $ 13.2 $ 466.0 $ 486.2 Operating expenses 8.4 369.0 398.9 Selling, general and administrative expense 6.0 27.8 20.9 Research and development 0.9 39.6 39.0 Transaction expense, net — 4.7 5.8 Total operating expense 15.3 441.1 464.6 Operating (loss) income (2.1 ) 24.9 21.6 Other income (expense) Gain on sale of Big Fish Games 219.5 — — Other expense 0.1 (1.7 ) (0.9 ) Total other income (loss) 219.6 (1.7 ) (0.9 ) Income from discontinued operations before provision for income taxes 217.5 23.2 20.7 Income tax provision (47.3 ) (5.1 ) (9.3 ) Income from discontinued operations, net of tax $ 170.2 $ 18.1 $ 11.4 The following table presents the major classes of assets and liabilities presented as held for sale related to the Big Fish Transaction as of December 31, 2017: (in millions) December 31, 2017 ASSETS Current assets: Cash and cash equivalents $ 2.6 Accounts receivable 42.9 Game software development, net 6.9 Other current assets 16.7 Current assets of discontinued operations held for sale 69.1 Property and equipment, net 16.4 Game software development, net 13.5 Goodwill 530.7 Other intangible assets, net 238.8 Other assets 24.0 Long-term assets of discontinued operations held for sale 823.4 Total assets $ 892.5 LIABILITIES Current liabilities: Accounts payable $ 5.5 Accrued expense 35.0 Deferred revenue 85.1 Big Fish Games deferred payment 28.4 Big Fish Games earnout liability 34.2 Current liabilities of discontinued operations held for sale 188.2 Deferred income taxes 47.6 Other liabilities 7.2 Non-current liabilities of discontinued operations held for sale 54.8 Total liabilities $ 243.0 Stock-Based Compensation As part of the Big Fish Transaction, the vesting dates for all outstanding unvested restricted stock awards, restricted stock unit awards, and performance share units awards (collectively the "Stock Awards") for certain Big Fish Games' employees were accelerated to vest on the closing date. Most of these Stock Awards would not have vested prior to the closing date of the Big Fish Transaction. Therefore, the related stock-based compensation expense previously recognized through the modification date was reduced to zero and a new fair value of the Stock Awards was established on the date of the announcement of the Big Fish Transaction. The expense was amortized during the period from the date of the announcement to the closing of the Big Fish Transaction. The incremental stock-based compensation expense recognized during 2017 due to the acceleration of vesting was $3.4 million , which is included in income from discontinued operations, net of tax in the accompanying consolidated statements of comprehensive income. Total stock-based compensation expense related to Big Fish Games, which includes the accelerated vesting of the Stock Awards and stock options associated with the Company's employee stock purchase plan, was $3.4 million in 2018, $11.1 million in 2017, and $5.6 million in 2016. Fair Value of 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 tables present our liabilities measured at fair value on a recurring basis related to our discontinued operations and liabilities held for sale: Level 3 (in millions) December 31, 2017 Big Fish Games deferred payments $ 28.4 Big Fish Games earnout liability 34.2 Total $ 62.6 The following table presents the change in fair value of our instruments classified within Level 3 related to our discontinued operations and liabilities held for sale: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in millions) Big Fish Games Deferred Payments Big Fish Games Earnout Liability Total Balance as of December 31, 2017 $ 28.4 $ 34.2 $ 62.6 Payments (28.4 ) (34.2 ) (62.6 ) Balance as of December 31, 2018 $ — $ — $ — On March 27, 2017, the Company amended the Agreement and Plan of Merger, dated as of December 16, 2014, pursuant to which the Company acquired Big Fish Games, to extend the deferral of the earnout consideration payable and the Big Fish Games' founder deferred payment on December 15, 2017 to January 3, 2018. The estimated fair value of the Big Fish Games deferred payment and earnout liability as of December 31, 2017 was equal to the cash paid on January 3, 2018. The increase in fair value of the Big Fish Games deferred payment and earnout liability of $1.1 million in 2017 and $5.7 million in 2016 is included in discontinued operations in the accompanying consolidated statements of comprehensive income. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment, net is comprised of the following: As of December 31, (in millions) 2018 2017 Grandstands and buildings $ 532.8 $ 439.8 Equipment 356.3 286.7 Tracks and other improvements 207.3 177.9 Land 140.5 131.7 Furniture and fixtures 73.3 62.5 Construction in progress 7.0 23.5 1,317.2 1,122.1 Accumulated depreciation (559.7 ) (514.1 ) Total $ 757.5 $ 608.0 Depreciation expense was $57.6 million in 2018 , $ 49.1 million in 2017 and $ 49.1 million in 2016 and is classified in operating expense in the accompanying consolidated statements of comprehensive income. During the fourth quarter of 2017, the Company recorded a $13.7 million non-cash impairment charge related to certain iGaming assets included in our Online Wagering segment. The impairment was due to a change in the Company's planned usage of these assets. In November 2016, we completed the sale of 61 acres of excess, undeveloped land at Calder Race Course ("Calder Racing") for which we received total proceeds of $25.6 million . We recognized a gain of $23.7 million on the sale of the Calder land, which is included in operating expenses in the accompanying consolidated statements of comprehensive income. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GOODWILL Goodwill is comprised of the following: (in millions) Racing Online Wagering Casino Total Balances as of December 31, 2016 $ 51.7 $ 132.1 $ 117.7 $ 301.5 Additions — 16.1 — 16.1 Balances as of December 31, 2017 51.7 148.2 117.7 317.6 Additions — — 20.4 20.4 Balances as of December 31, 2018 $ 51.7 $ 148.2 $ 138.1 $ 338.0 In 2018, we established goodwill of $20.4 million related to the Ocean Downs/Saratoga Transaction. In 2017, we established goodwill of $16.1 million related to the BetAmerica acquisition. We performed our annual goodwill impairment analysis as of April 1, 2018 and no adjustment to the carrying value of goodwill was required. We assessed goodwill for impairment by performing step one fair value calculations on a quantitative basis for each reporting unit. We concluded that the fair values of our reporting units exceeded their carrying value and therefore step two of the assessment was not required. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Other Intangible Assets | OTHER INTANGIBLE ASSETS Other intangible assets, net are comprised of the following: December 31, 2018 December 31, 2017 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Favorable contracts $ 11.0 $ (7.5 ) $ 3.5 $ 11.0 $ (6.8 ) $ 4.2 Other 9.5 (2.3 ) 7.2 7.1 (1.5 ) 5.6 Customer relationships 6.4 (2.5 ) 3.9 16.7 (10.6 ) 6.1 Gaming licenses 5.2 (1.8 ) 3.4 5.0 (1.7 ) 3.3 $ 32.1 $ (14.1 ) $ 18.0 $ 39.8 $ (20.6 ) $ 19.2 Indefinite-lived intangible assets: Trademarks 29.5 21.2 Gaming rights 216.4 128.9 Other 0.1 0.1 Total $ 264.0 $ 169.4 In 2018, we established indefinite-lived intangible assets of $87.0 million for gaming rights and $8.3 million for trademarks related to the Ocean Downs/Saratoga Transaction. We also established definite-lived intangible assets of $2.3 million relating to the opening of Derby City Gaming and $0.1 million relating to the Ocean Downs/Saratoga Transaction for other intangibles. In 2017, we established definite-lived intangible assets of $4.7 million for customer relationships and $3.4 million for other intangibles related to the BetAmerica acquisition. Amortization expense for definite-lived intangible assets was approximately $6.0 million in 2018, $6.8 million in 2017, and $9.4 million in 2016 and is classified in operating expense in the accompanying consolidated statements of comprehensive income. We submitted payments of $2.3 million in 2018 and 2017 for annual license fees for Calder, which are being amortized to expense over the annual license period. Indefinite-lived intangible assets consist primarily of trademarks and state gaming rights in Maine, Maryland, Mississippi and Louisiana. We performed our annual indefinite-lived intangible assets impairment analysis as of April 1, 2018, which included an assessment of qualitative and quantitative factors to determine whether it is more likely than not that the fair values of the indefinite-lived intangible assets are less than the carrying amount. We concluded that the fair values of our indefinite-lived intangible assets exceeded their carrying value, and therefore step two of the assessment was not required. During the fourth quarter of 2017, the Company recorded a $4.7 million non-cash impairment charge related to our Bluff operations ( $4.5 million for a trademark and $0.2 million related to customer relationships), which is included in our Online Wagering segment, and a $3.3 million non-cash impairment charge related to our Illinois Horseracing Equity Trust, which is included in our Racing segment. These impairments were due to changes in the business climate in the fourth quarter of 2017 that resulted in projected future cash flows being less than carrying value. Future estimated aggregate amortization expense on existing definite-lived intangible assets for each of the next five fiscal years is as follows (in millions): Years Ended December 31, Estimated Amortization Expense 2019 $ 3.3 2020 1.9 2021 1.8 2022 1.8 2023 1.8 Future estimated amortization expense does not include additional payments of $2.3 million in 2019 and in each year thereafter for the ongoing amortization of future expected annual Florida slots gaming license fees not yet incurred or paid. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Components of the provision for income taxes are as follows: Years Ended December 31, (in millions) 2018 2017 2016 Current provision: Federal $ 10.1 $ 29.5 $ 33.6 State and local 3.8 3.0 3.3 13.9 32.5 36.9 Deferred provision (benefit): Federal 35.0 (53.0 ) 12.7 State and local 2.5 0.8 1.1 Foreign (0.1 ) (0.2 ) — 37.4 (52.4 ) 13.8 $ 51.3 $ (19.9 ) $ 50.7 Income from operations before provision for income taxes were as follows: Years Ended December 31, (in millions) 2018 2017 2016 Domestic $ 234.2 $ 102.2 $ 146.4 Foreign (0.3 ) 0.3 1.0 $ 233.9 $ 102.5 $ 147.4 Our income tax expense is different from the amount computed by applying the federal statutory income tax rate to income before taxes as follows: Years Ended December 31, (in millions) 2018 2017 2016 Federal statutory tax on earnings before income taxes $ 49.1 $ 35.9 $ 51.6 State income taxes, net of federal income tax benefit 5.4 2.5 4.0 Non-deductible officer's compensation 2.6 4.7 2.3 Change in enacted tax rates — (57.7 ) 0.1 Windfall deduction from equity compensation (4.7 ) (5.2 ) (4.9 ) Other (1.1 ) (0.1 ) (2.4 ) $ 51.3 $ (19.9 ) $ 50.7 On December 22, 2017, the Tax Act was signed into law, which significantly revised the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a one-time tax on accumulated earnings of foreign subsidiaries as of 2017, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. The Tax Act also enhanced and extended through 2026 the option to claim accelerated depreciation deductions on qualified property. In 2017, the Company recognized $56.9 million of future tax benefits from the re-measurement of its deferred tax assets and liabilities at December 22, 2017, using the maximum U.S. federal tax rate of 21%, and $0.8 million of tax benefits in relation to the mandatory deemed repatriation of its foreign earnings and profits pursuant to the Tax Act in combination with the reversal of deferred tax liabilities that had been maintained on foreign earnings. In 2018, the Company’s federal income tax expense was based on the new 21% corporate tax rate. In accordance with Staff Accounting Bulletin No. 118 (“SAB 118”), the Company recorded provisional tax expense of $5.6 million in 2017 related to non-deductible officer’s compensation and the tax consequences of mandatory deemed repatriation required by the Tax Act. The Company also recorded a provisional tax benefit of $19.7 million for the accelerated cost recovery allowance granted by the Tax Act, effective September 27, 2017. In the fourth quarter of 2018, the Company has finalized its accounting for these estimates and recorded immaterial adjustments as of December 31, 2018, including any subsequent impact to the re-measurement of deferred taxes at a reduced tax rate of 21%. Components of our deferred tax assets and liabilities were as follows: As of December 31, (in millions) 2018 2017 Deferred tax assets: Deferred compensation plans $ 5.8 $ 6.5 Deferred income 5.6 4.7 Allowance for uncollectible receivables 0.9 0.8 Deferred liabilities 2.2 2.1 Net operating losses and credit carryforward 3.7 5.1 Deferred tax assets 18.2 19.2 Valuation allowance (0.2 ) (0.2 ) Net deferred tax asset 18.0 19.0 Deferred tax liabilities: Intangible assets in excess of tax basis 49.3 29.2 Property and equipment in excess of tax basis 38.7 22.4 Equity investments in excess of tax basis 6.9 6.8 Other 1.3 1.2 Deferred tax liabilities 96.2 59.6 Net deferred tax liability $ (78.2 ) $ (40.6 ) As of December 31, 2018, we had federal net operating losses of $4.6 million which were acquired in conjunction with the acquisition of Youbet.com. The utilization of these losses, which expire between 2024 and 2026, is limited on an annual basis pursuant to Internal Revenue Code ("IRC") § 382. We believe that we will be able to fully utilize all of these losses. In addition, we have state net operating losses valued at $1.2 million . We have recorded a valuation allowance of $0.2 million against the state net operating losses due to the fact that it is unlikely that we will generate income in certain states which is necessary to utilize the assets. The Internal Revenue Service has completed audits through 2012. Tax years 2015 and after are open to examination. State and local tax years open for examination vary by jurisdiction. As of December 31, 2018, we had approximately $2.8 million of total gross unrecognized tax benefits, excluding interest of $0.1 million . If the total gross unrecognized tax benefits were recognized, there would be a $2.7 million effect to the annual effective tax rate. We anticipate a decrease in our unrecognized tax positions of approximately $0.5 million during the next twelve months primarily due to the expiration of statutes of limitation. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in millions) 2018 2017 2016 Balance as of January 1 $ 2.9 $ 2.3 $ 1.8 Additions for tax positions related to the current year 0.1 0.5 0.5 Additions for tax positions of prior years 0.1 0.3 0.1 Reductions for tax positions of prior years (0.3 ) (0.2 ) (0.1 ) Balance as of December 31 $ 2.8 $ 2.9 $ 2.3 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | SHAREHOLDERS’ EQUITY Stock Repurchase Program On February 24, 2016, our Board of Directors authorized the repurchase of up to $150.0 million of our common stock in a stock repurchase program. The program replaced the prior $150.0 million program which was in effect at December 31, 2015 and had unused authorization of $11.9 million . During 2016, we repurchased 635,370 shares of our common stock in conjunction with our stock repurchase program at a total cost of $27.6 million based on settlement date. We had approximately $122.4 million of repurchase authority remaining under this program at December 31, 2016 based on settlement date. On April 25, 2017, the Board of Directors of the Company approved a new common stock repurchase program of up to $250.0 million . The program replaced the prior $150.0 million program that was authorized in February 2016 and had unused authorization of $114.6 million . The authorized amount included and was not in addition to any unspent amount remaining under the prior authorization in February 2016. Repurchases could 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. Share repurchases resulted in the shares being retired, and the cost of the shares acquired were treated as a reduction from common stock and retained earnings. The repurchase program had no time limit and could be suspended or discontinued at any time. On June 9, 2017, we entered into an agreement with a related party, The Duchossois Group ("TDG"), to repurchase 3,000,000 shares of the Company's common stock for $52.93 per share in a privately negotiated transaction. The aggregate purchase price was $158.8 million . For the year ended December 31, 2017, including the repurchase of 3,000,000 shares from TDG, we repurchased 3,231,087 shares of our common stock under the April 2017 stock repurchase program at a total cost of $171.7 million . We had approximately $78.3 million of repurchase authority remaining under this program at December 31, 2017. On November 29, 2017, the Board of Directors of the Company authorized a $500.0 million share repurchase program in a "modified Dutch auction" tender offer (the "Tender Offer") utilizing a portion of the proceeds from the Big Fish Transaction. The Company completed the Tender Offer on February 12, 2018, and repurchased 5,660,376 shares of the Company's common stock at a purchase price of $88.33 per share with an aggregate cost of $500.0 million , excluding fees and expenses related to the Tender Offer. On October 30, 2018, the Board of Directors of the Company approved a new common stock repurchase program of up to $300.0 million . The new program replaced the prior $250.0 million program that was authorized in April 2017 and had unused authorization of $78.3 million . The new authorized amount includes and is not in addition to any unspent amount remaining under the prior 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. For the year ended December 31, 2018, excluding the shares purchased under the Tender Offer, we repurchased 372,282 shares of our common stock under the October 2018 stock repurchase program at a total cost of $32.0 million . We had approximately $268.0 million of repurchase authority remaining under this program at December 31, 2018. Stock Split On October 30, 2018, the Company’s Board of Directors approved the Stock Split and an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 50,000,000 shares, no par value, to 150,000,000 shares, no par value. This amendment to the Company’s Articles of Incorporation became effective on January 25, 2019 and our common stock began trading at the split-adjusted price on January 28, 2019. All share and per-share amounts in the Company’s consolidated financial statements and related notes have been retroactively adjusted to reflect the effects of the Stock Split. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Plans | STOCK-BASED COMPENSATION PLANS On December 31, 2018, we had stock-based employee compensation plans as described below. Our total compensation expense, which includes expense related to restricted stock awards, restricted stock unit awards, performance share unit awards, stock option awards, and stock options associated with our employee stock purchase plan, was $17.7 million in 2018, $16.0 million in 2017, and $13.3 million in 2016. The income tax benefit related to stock-based employee compensation expense was $2.7 million in 2018, $5.5 million in 2017, and $4.9 million in 2016. 2016 Omnibus Stock Incentive Plan On February 24, 2016, we replaced our previous stock compensation program, the Churchill Downs Incorporated 2007 Omnibus Stock Incentive Plan (the "2007 Incentive Plan") with a new program, the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan ("the 2016 Incentive Plan"). The 2016 Incentive Plan is intended to advance our long-term success by encouraging stock ownership among key employees and the Board of Directors. Awards may be in the form of stock options, stock appreciation rights, restricted stock ("RSA"), restricted stock units ("RSU"), performance share units ("PSU"), performance units, or performance cash. The 2016 Incentive Plan has a minimum vesting period of one year for awards granted. Restricted Stock, Restricted Stock Units, and Performance Share Units The 2007 Incentive Plan and the 2016 Incentive Plan (collectively "the 2007 and 2016 Plans") permit the award of RSAs, RSUs, or PSUs to directors and key employees responsible for the management, growth and protection of our business. The fair value of RSAs and RSUs that vest solely based on continued service under the 2007 and 2016 Plans is determined by the product of the number of shares granted and the grant date market price of our common stock. RSAs and RSUs granted to employees under the 2007 and 2016 Plans generally vest either in full upon three years from the date of grant or on a pro rata basis over a three -year term. RSAs are legally issued common stock at the time of grant, with certain restrictions placed on them. RSUs granted to employees are converted into shares of our common stock at vesting. The RSUs granted to directors under the 2007 and 2016 Plans generally vest in full upon one year from the date of grant. RSUs granted to directors are converted into shares of our common stock at the time of the director's retirement. In 2016, 2017, and 2018, the Company granted three-year performance and total shareholder return ("TSR") PSU awards (the "PSU Awards") to certain named executive officers ("NEOs"). The two performance criteria for the PSU Awards are: (1) a cumulative Adjusted EBITDA target that was set at the beginning of the plan performance period for the three year period; and (2) a cash flow metric that is the aggregate of the cash flow targets for the three individual years that is set annually at the beginning of each year. The cash flow metric is defined as cash flow from operating activities, excluding the change in restricted cash, plus distributions of capital from equity investments less capital maintenance expenditures. The Compensation Committee of the Board of Directors can make adjustments as it may deem appropriate to these metrics. Measurement against these criteria will be determined against a payout curve which provides up to 200% of performance share units based on the original award. The TSR criteria for the PSU Awards is related to the Company’s TSR relative to the TSR of companies in the Russell 2000 index during the performance period. The PSU Awards may be adjusted based on the Company’s relative TSR performance as follows: 1. The PSU Awards will increase by 25% if the Company’s TSR is in the top quartile, 2. The PSU Awards will decrease by 25% if the Company’s TSR is in the bottom quartile, and 3. The PSU Awards will not change if the Company’s TSR is in the middle two quartiles. The maximum number of PSU Awards, including the impact of the TSR performance, that can be earned for a performance period is 250% of the original award. In October 2018, the Company granted RSU awards (the “2018 RSU Awards”) and TSR PSU awards (the “2018 TSR PSU Awards”) (collectively, the “7-Year Grant”) to certain NEOs. The 2018 RSU Awards contain a seven year service period and vest on a pro rata basis over a four year period beginning on the fourth anniversary of the award. The total number of 2018 TSR PSU Awards earned will vary between 0% to 200% of the award amount depending on the Company's TSR relative to the TSR of companies in the Russell 2000 index over a three-year performance period. At the end of the three year performance period, the 2018 TSR PSU Awards will vest on a pro rata basis over the remaining four year service period beginning on the fourth anniversary of the award. The total compensation cost recognized for PSU Awards and 2018 TSR PSU Awards is determined using the Monte Carlo valuation methodology, which factors in the value of the TSR when determining the grant date fair value of the award. Compensation cost for the PSU Awards is recognized during the three year performance and service period based on the probable achievement of the two performance criteria. Compensation cost for the TSR PSU Awards is recognized during the seven year service period. All PSUs awards are converted into shares of our common stock at the time the award value is finalized. A summary of the 2018 RSAs, RSUs, and PSUs granted to certain NEOs, employees, and directors is presented below (shares/units in thousands): Grant Year Award Type Number of Shares/Units Awarded (1) Vesting Terms 2018 RSA 56 Vest equally over three service periods ending in 2019, 2020, and 2021 2018 RSU 10 Vest over one service period ending in 2019 2018 RSU 48 Vest equally over three service periods ending in 2018, 2019, and 2020 2018 RSU 79 Vest equally over four service periods ending in 2022, 2023, 2024 and 2025 2018 PSU 49 Three year performance and service period ending in 2020 2018 PSU 207 Vest equally over four service periods ending in 2022, 2023, 2024 and 2025 and a three year TSR period ending in 2021 (1) PSUs presented are based on the target number of units for the original PSU grant. Activity for our RSAs, RSUs, and PSUs is presented below (shares/units in thousands): PSUs RSAs and RSUs Total (in thousands, except grant date values) Number of Shares/Units Weighted Average Grant Date Fair Value Number of Shares/Units Weighted Average Grant Date Fair Value Number of Shares/Units Weighted Average Grant Date Fair Value Balance as of December 31, 2015 51 $ 51.00 804 $ 23.99 855 $ 27.90 Granted 59 $ 47.01 188 $ 44.68 247 $ 45.24 Vested — $ — (501 ) $ 22.54 (501 ) $ 22.54 Canceled/forfeited — $ — (11 ) $ 29.64 (11 ) $ 29.64 Balance as of December 31, 2016 110 $ 48.86 480 $ 36.90 590 $ 37.23 Granted 65 $ 55.75 173 $ 52.31 238 $ 53.25 Performance adjustment (1) 45 $ 51.00 — $ — 45 $ 51.00 Vested (96 ) $ 51.00 (334 ) $ 36.79 (430 ) $ 39.98 Canceled/forfeited — $ — (3 ) $ 41.92 (3 ) $ 41.92 Balance as of December 31, 2017 124 $ 51.59 316 $ 45.51 440 $ 47.23 Granted 256 $ 68.32 193 $ 84.78 449 $ 75.39 Performance adjustment (1) 70 $ 47.01 — $ — 70 $ 47.01 Vested (129 ) $ 47.01 (217 ) $ 46.35 (346 ) $ 46.60 Canceled/forfeited — $ — (17 ) $ 54.49 (17 ) $ 54.49 Balance as of December 31, 2018 321 $ 65.77 275 $ 72.03 596 $ 68.66 (1) Adjustment to number of target units awarded for PSUs based on achievement of performance and TSR goals. The fair value of shares and units vested was $32.4 million in 2018, $29.6 million in 2017, and $24.3 million in 2016. A summary of total unrecognized stock-based compensation expense related to RSAs, RSUs, and PSUs (based on current performance estimates), at December 31, 2018 is presented below: (in millions, except years) December 31, 2018 Weighted Average Remaining Vesting Period (Years) Unrecognized RSA expense $ 2.9 1.41 Unrecognized RSU expense 8.5 4.26 Unrecognized PSU expense 17.8 4.27 Total $ 29.2 3.99 Employee Stock Options All remaining stock options under the 2007 Incentive Plan were exercised during 2017. No stock options have been awarded under the 2016 Incentive Plan. Compensation expense related to stock options was not material for any year included in our accompanying consolidated statements of comprehensive income. Employee Stock Purchase Plan Under the Employee Stock Purchase Plan (the "ESP Plan"), we are authorized to sell, pursuant to short-term stock options, shares of our common stock to our full-time and qualifying part-time employees at a discount from our common stock’s fair market value. The ESP Plan operates on the basis of recurring, consecutive one -year periods. Each period commences on August 1 and ends on the following July 31. Compensation expense related to the ESP Plan was not material for any year included in our accompanying consolidated statements of comprehensive income. |
Total Debt
Total Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Total Debt | TOTAL DEBT The following table presents our total debt outstanding: As of December 31, 2018 (in millions) Outstanding Principal Issuance Costs and Fees Long-Term Debt, Net 2017 Credit Agreement: Term Loan B due 2024 $ 396.0 $ 4.7 $ 391.3 Revolving Credit Facility due 2022 — — — Swing line of credit — — — Total 2017 Credit Agreement 396.0 4.7 391.3 2028 Senior Notes 500.0 7.0 493.0 Total debt 896.0 11.7 884.3 Current maturities of long-term debt 4.0 — 4.0 Total debt, net of current maturities $ 892.0 $ 11.7 $ 880.3 As of December 31, 2017 (in millions) Outstanding Principal Issuance Costs and Fees Long-Term Debt, Net 2017 Credit Agreement: Term Loan B due 2024 $ 400.0 $ 5.1 $ 394.9 Revolving Credit Facility due 2022 239.0 — 239.0 Swing line of credit 3.0 — 3.0 Total 2017 Credit Agreement 642.0 5.1 636.9 2028 Senior Notes 500.0 7.7 492.3 Total debt 1,142.0 12.8 1,129.2 Current maturities of long-term debt 4.0 — 4.0 Total debt, net of current maturities $ 1,138.0 $ 12.8 $ 1,125.2 2017 Credit Agreement On December 27, 2017, we entered into a senior secured credit agreement (the "2017 Credit Agreement") with a syndicate of lenders. The 2017 Credit Agreement replaced our 2014 senior secured credit agreement (the "2014 Credit Agreement"). The 2017 Credit Agreement provides for a $700.0 million senior secured revolving credit facility due 2022 (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 . We had $693.1 million of available borrowing capacity, after consideration of $6.9 million in outstanding letters of credit, under the Revolver as of December 31, 2018. The 2017 Credit Agreement is collateralized by substantially all of the assets of the Company. The Term Loan B requires quarterly payments of 0.25% of the original $400.0 million balance, or $1.0 million per quarter. The Term Loan B may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the 2017 Credit Agreement. The Company is required to pay a commitment fee on the unused portion of the Revolver determined by a pricing grid based on the consolidated total net secured leverage ratio of the Company. For the period ended December 31, 2018, the Company's commitment fee rate was 0.20% . The Revolver bears interest at LIBOR plus a spread as determined by the Company's net leverage ratio, which was LIBOR plus 150 points at December 31, 2018. The Term Loan B bears interest at LIBOR plus 200 basis points . The 2017 Credit Agreement contains certain customary affirmative and negative covenants, which include limitations on liens, investments, indebtedness, dispositions, mergers and acquisitions, the making of restricted payments, changes in the nature of business, changes in fiscal year, and transactions with affiliates. The 2017 Credit Agreement also contains financial covenants providing for the maintenance of a maximum consolidated secured net leverage ratio ( 4.0 to 1.0 or 4.5 to 1.0 for the year following any permitted acquisition greater than $100.0 million ) and the maintenance of a minimum consolidated interest coverage ratio of 2.5 to 1.0. The Company was in compliance with all applicable covenants in the 2017 Credit Agreement at December 31, 2018. The Company utilized borrowings from the Revolver to fund a portion of the purchase price related to the closing of the Presque Isle Transaction on January 11, 2019. As a result of the Company's 2017 Credit Agreement, $5.1 million of debt issuance costs were capitalized associated with the Term Loan B and are amortized as interest expense over the shorter of the respective debt period or 7 years. The Company also capitalized $1.6 million of debt issuance costs associated with the Revolver which are amortized as interest expense over the shorter of the respective debt period or 5 years. 2014 Credit Agreement The Company used the proceeds from the 2017 Credit Agreement to repay in full and terminate the 2014 Credit Agreement. The 2014 Credit Agreement provided for a maximum aggregate commitment of $500.0 million consisting of a senior secured credit facility and term loan A. In conjunction with the repayment of all outstanding borrowings on the 2014 Credit Agreement, the Company expensed approximately $0.4 million of debt issuance costs relating to the term loan A in the fourth quarter of 2017, which is included in loss on extinguishment of debt in the accompanying consolidated statements of comprehensive income. 2028 Senior Notes On December 27, 2017, we completed an offering of $500.0 million in aggregate principal amount of 4.75% Senior Unsecured Notes that mature on January 15, 2028 (the "2028 Senior Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A that is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The 2028 Senior Notes were issued at par, with interest payable on January 15 th and July 15 th of each year, commencing on July 15, 2018. The Company used the net proceeds from the offering to repay a portion of our $600.0 million 5.375% Senior Unsecured Notes that mature on December 15, 2021 (the "2021 Senior Notes"). In connection with the offering, we capitalized $7.7 million of debt issuance costs which are being amortized as interest expense over the term of the 2028 Senior Notes. The 2028 Senior Notes were issued pursuant to an indenture, dated December 27, 2017 (the "2028 Indenture"), among the Company, certain subsidiaries of the Company as guarantors (the "Guarantors"), and U.S Bank National Association, as trustee. The Company may redeem some or all of the 2028 Senior Notes at any time prior to January 15, 2023, at a price equal to 100% of the principal amount of the 2028 Senior Notes redeemed plus an applicable make-whole premium. On or after such date, the Company may redeem some or all of the 2028 Senior Notes at redemption prices set forth in the 2028 Indenture. In addition, at any time prior to January 15, 2021, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Senior Notes at a redemption price equal to 104.75% of the principal amount thereof with the net cash proceeds of one or more equity offerings provided that certain conditions are met. The terms of the 2028 Indenture, among other things, limit the ability of the Company to: (i) incur additional debt and issue preferred stock; (ii) pay dividends or make other restricted payments; (iii) make certain investments; (iv) create liens; (v) allow restrictions on the ability of certain of our subsidiaries to pay dividends or make other payments; (vi) sell assets; (vii) merge or consolidate with other entities; and (viii) enter into transactions with affiliates. In connection with the issuance of the 2028 Senior Notes, the Company and the Guarantors entered into a Registration Rights Agreement to register any 2028 Senior Notes under the Securities Act for resale that are not freely tradable 366 days from December 27, 2017. 2021 Senior Notes The 2021 Senior Notes were comprised of 5.375% Senior Unsecured Notes that mature on December 15, 2021, which were issued in an initial offering of $300.0 million in aggregate principal amount at par, completed on December 16, 2013, and an additional offering of $300.0 million in aggregate principal amount at 101% completed on December 16, 2015. Interest on the 2021 Senior Notes was payable on June 15th and December 15th of each year. The Company used the proceeds from the 2017 Credit Agreement and 2028 Senior Notes to redeem the 2021 Senior Notes and to pay related fees and expenses. The 2021 Senior Notes were redeemed at a price equal to the principal amount thereof and the applicable "make-whole" premium, $16.1 million , which is included in loss on extinguishment of debt in the accompanying consolidated statements of comprehensive income. The Company accounted for the redemption of the 2021 Senior Notes as an extinguishment and wrote off $6.3 million of unamortized debt issuance costs and incurred a benefit of $2.0 million related to the unamortized bond premium, both of which are included in loss on extinguishment of debt in the accompanying consolidated statements of comprehensive income. Future aggregate maturities of total debt are as follows (in millions): Years Ended December 31, 2019 $ 4.0 2020 4.0 2021 4.0 2022 4.0 2023 4.0 Thereafter 876.0 Total $ 896.0 |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS As further described in Note 2, Significant Accounting Policies, the Company adopted ASC 606 on January 1, 2018. The following disclosures are related to our adoption of ASC 606. Performance Obligations As of December 31, 2018, our Racing segment had remaining performance obligations with an aggregate transaction price of $187.0 million . The revenue we expect to recognize on these remaining performance obligations is $50.1 million in 2019, $36.8 million in 2020, $28.1 million in 2021, and the remainder thereafter. As of December 31, 2018, our remaining performance obligations in segments other than Racing were not material. Contract Assets and Contract Liabilities As of January 1, 2018 and December 31, 2018, contract assets were not material. As of January 1, 2018 and December 31, 2018, contract liabilities were $78.7 million and $69.9 million , respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying consolidated balance sheets. Contract liabilities primarily relate to our Racing segment and the decrease was primarily due to revenue recognized for fulfilled performance obligations. We recognized $53.7 million of revenue during the year ended December 31, 2018 that was included in the contract liabilities balance at January 1, 2018. Disaggregation of Revenue To determine how we disaggregate our revenue from contracts with customers, we consider the information regularly reviewed by our chief operating decision maker for evaluating the financial performance of operating segments, disclosures presented in our earnings releases, and other similar information that is used by the Company and users of our financial statements to evaluate our financial performance. We believe that the disaggregation of our revenue included in Note 20, Segment Information, coupled with the disclosures included in Note 2, Significant Accounting Policies, reflects these considerations and depicts how the nature, timing, and uncertainty of revenue and cash flows are affected by economic factors. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | ACCOUNTS RECEIVABLE Accounts receivable is comprised of the following: As of December 31, (in millions) 2018 2017 Trade receivables $ 6.0 $ 5.5 Kentucky Derby-related receivables 1.7 22.3 Simulcast and mobile and online wagering receivables 19.9 20.5 Other receivables 5.2 4.9 32.8 53.2 Allowance for doubtful accounts (4.0 ) (3.6 ) Total $ 28.8 $ 49.6 We recognized bad debt expense of $1.7 million in 2018, $1.2 million in 2017 and $1.1 million in 2016. As referenced in Note 2, Significant Accounting Policies, the adoption of ASC 606 on January 1, 2018 resulted in a $21.8 million decrease related to Kentucky Derby-related receivables. |
Investments In and Advances to
Investments In and Advances to Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments In and Advances to Unconsolidated Affiliates | INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES The Company owns a 50% interest in MVG, which has a harness racetrack and video lottery terminal ("VLT") gaming facility in Lebanon, Ohio, and also has equity investments in two other entities, which are not material. 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. The joint venture's long-term debt consists of an $8.0 million secured note payable. Principal payments are due quarterly over 6 years through November 2019 at a 5.0% interest rate. We received distributions from MVG of $18.8 million in 2018, $17.0 million in 2017, and $15.0 million in 2016. As further discussed in Note 3, Acquisitions, on August 31, 2018, the Company closed the acquisition of the remaining 50% ownership of Ocean Downs owned by SCH in exchange for liquidating the Company's 25% equity interest in SCH, which is the parent company of Saratoga New York and Saratoga Colorado. Upon the closing of the Ocean Downs/Saratoga Transaction, the Company owns 100% of Ocean Downs and has no equity interest or management involvement in Saratoga New York or Saratoga Colorado. Prior to August 31, 2018, Ocean Downs was accounted for under the equity method. Summarized below is financial information for our equity investments: December 31, (in millions) 2018 2017 Assets Current assets $ 24.0 $ 64.5 Property and equipment, net 95.7 234.6 Other assets, net 106.7 236.5 Total assets $ 226.4 $ 535.6 Liabilities and Members' Equity Current liabilities $ 21.2 $ 100.3 Long-term debt — 110.1 Other liabilities — 0.1 Members' equity 205.2 325.1 Total liabilities and members' equity $ 226.4 $ 535.6 Years Ended December 31, (in millions) 2018 2017 2016 Net revenue $ 367.2 $ 443.7 $ 347.4 Operating and SG&A expense 271.9 345.3 274.1 Depreciation and amortization 22.2 25.9 18.5 Operating income 73.1 72.5 54.8 Interest and other expense, net (6.3 ) (8.5 ) (6.9 ) Net income $ 66.8 $ 64.0 $ 47.9 Our accompanying consolidated statements of comprehensive income include our 50% share of MVG's net income as follows: Years Ended December 31, (in millions) 2018 2017 2016 Equity in income of unconsolidated investments $ 19.9 $ 16.7 $ 14.2 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Operating Leases | OPERATING LEASES Future minimum operating lease payments on non-cancelable leases, which are primarily related to buildings, are as follows (in millions): Years Ended December 31, 2019 $ 5.0 2020 4.5 2021 3.8 2022 3.1 2023 3.0 Thereafter 11.2 Total $ 30.6 Total annual rent expense for all operating leases was $16.0 million in 2018, $18.3 million in 2017, and $18.9 million in 2016 and primarily related to buildings and equipment. In 2002, as part of financing improvements to the Churchill Downs Racetrack ("Churchill Downs") facility, we transferred title of the Churchill Downs facility to the City of Louisville, Kentucky and leased back the facility. Subject to the terms of the lease, we can re-acquire the facility at any time for $1.00 . |
Director and Employee Benefit P
Director and Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Director and Employee Benefit Plans | DIRECTOR AND EMPLOYEE BENEFIT PLANS Directors and Officers Retirement Plan We provide eligible executives and directors an opportunity to defer to a future date the receipt of base and bonus compensation for services as well as director’s fees through the 2005 Deferred Compensation Plan (the "Deferred Plan"). Our matching contribution on base compensation deferral of executives equals the matching contribution of our profit-sharing plan with certain limits. Our directors may elect to invest the deferred director fee compensation into our common stock within the Deferred Plan. Investments in our common stock are credited as hypothetical shares of common stock based on the market price of the stock at the time the compensation was earned. Upon the end of the director's service, common stock shares are issued to the director. Other Retirement Plans We have a profit-sharing plan that covers all employees not otherwise participating in an associated profit-sharing plan, with three months or more of service. We will match contributions made by employees up to 3% of the employee’s annual compensation and match at 50% contributions made by the employee up to an additional 2% of compensation with certain limits. We may also contribute a discretionary amount determined annually by the Board of Directors as well as a year-end discretionary match not to exceed 4% of compensation. Our cash contribution to the plan was $3.0 million in 2018, $2.7 million in 2017, and $2.5 million in 2016. We are a member of a noncontributory defined benefit multi-employer retirement plan for all members of the Pari-mutuel Clerk’s Union of Kentucky and several other collectively bargained retirement plans, which are administered by unions. Cash contributions are made in accordance with negotiated labor contracts. Retirement plan expense was $0.7 million in 2018, and $0.6 million in both 2017 and 2016. Our policy is to fund this expense as accrued, and we currently estimate that future contributions to these plans will not increase significantly from prior years. |
Fair Value Of Assets And Liabil
Fair Value Of Assets And Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
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. Refer to Note 4, Discontinued Operations, for disclosures relating to our liabilities held for sale. 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 is estimated based on unadjusted quoted prices for identical or similar liabilities in markets that are not active and as such is a Level 2 measurement. The fair values of the Company's 2017 Credit Agreement approximates its gross carrying value as it is variable rate debt and as such is a Level 2 measurement. The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows: December 31, 2018 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 40.0 $ 40.0 $ 40.0 $ — $ — Financial liabilities: Term Loan B 391.3 396.0 — 396.0 — 2028 Senior Notes 493.0 452.4 — 452.4 — December 31, 2017 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 31.2 $ 31.2 $ 31.2 $ — $ — Financial liabilities: Term Loan B 394.9 400.0 — 400.0 — 2028 Senior Notes 492.3 496.8 — 496.8 — Revolver 239.0 239.0 — 239.0 — Swing line of credit 3.0 3.0 — 3.0 — |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
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. 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. 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. 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 | 12 Months Ended |
Dec. 31, 2018 | |
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: Years Ended December 31, (in millions, except per share data) 2018 2017 2016 Numerator for basic net income per common share: Net income from continuing operations $ 182.6 $ 122.4 $ 96.7 Net income from continuing operations allocated to participating securities — (0.1 ) (1.0 ) Net income from discontinued operations 170.2 18.1 11.4 Numerator for basic net income per common share $ 352.8 $ 140.4 $ 107.1 Numerator for diluted net income from continuing operations per common share $ 182.6 $ 122.4 $ 96.7 Numerator for diluted net income per common share $ 352.8 $ 140.5 $ 108.1 Denominator for net income per common share: Basic 41.3 47.2 49.3 Plus dilutive effect of stock awards 0.3 0.6 0.6 Plus dilutive effect of participating securities — 0.2 0.6 Diluted 41.6 48.0 50.5 Net income per common share data: Basic Continuing operations $ 4.42 $ 2.59 $ 1.94 Discontinued operations $ 4.12 $ 0.38 $ 0.23 Net income per common share - basic $ 8.54 $ 2.97 $ 2.17 Diluted Continuing operations $ 4.39 $ 2.55 $ 1.92 Discontinued operations $ 4.09 $ 0.37 $ 0.22 Net income per common share - diluted $ 8.48 $ 2.92 $ 2.14 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION We manage our operations through five operating segments as outlined below. In the fourth quarter of 2018, we changed our TwinSpires segment name to Online Wagering. • Racing: includes Churchill Downs, Arlington International Race Course ("Arlington"), Fair Grounds Race Course ("Fair Grounds") and Calder Racing; • Online Wagering: includes our TwinSpires business and our online sports betting and iGaming business. TwinSpires includes TwinSpires.com, Fair Grounds Account Wagering, Velocity, BetAmerica, and Bloodstock Research Information Services. There was no material activity for the year ended December 31, 2018 related to our online sports betting and iGaming business; • Casino, which includes Oxford Casino ("Oxford"), Riverwalk Casino ("Riverwalk"), Harlow's Casino ("Harlow’s"), Calder, Fair Grounds Slots, Video Services, LLC ("VSI"), and our 50% equity investment in MVG. The Casino segment also includes the Company's 50% equity investment in Ocean Downs and 25% equity investment in SCH, which includes investments in Saratoga Casino Hotel, Saratoga Casino Black Hawk and Ocean Downs through August 31, 2018. On August 31, 2018, the Company completed the Ocean Downs/Saratoga Transaction, which resulted in the Company's 100% ownership of Ocean Downs, and the Company having no further equity interest or management involvement in Saratoga New York or Saratoga Colorado. The Casino segment includes 100% of Ocean Downs from September 1, 2018 to December 31, 2018. The Casino segment also includes our retail BetAmerica Sportsbook which we launched in August 2018 at our two Mississippi properties; • Other Investments, which includes United Tote, Derby City Gaming (which opened in September 2018), and other minor investments; and • Corporate, which includes miscellaneous and other revenue, compensation expense, professional fees and other general and administrative expense not allocated to our other operating segments. As a result of the Big Fish Transaction, Big Fish Games is no longer reported as an operating segment and is presented as a discontinued operation. 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 is defined as earnings before interest, taxes, depreciation and amortization, adjusted for the following: Adjusted EBITDA includes our portion of the EBITDA from our equity investments. Adjusted EBITDA excludes: • Transaction expense, net which includes: • Acquisition and disposition related charges, including fair value adjustments related to earnouts and deferred payments; • Calder Racing exit costs; and • Other transaction expense, including legal, accounting and other deal-related expense; • Stock-based compensation expense; • Asset impairments; • Gain on Ocean Downs/Saratoga Transaction; • Gain on Calder land sale; • Loss on extinguishment of debt; • Pre-opening expense; and • Other charges, recoveries and expenses Effective January 1, 2017, certain revenue previously included in our Corporate segment was deemed by management to be more closely aligned with our Online Wagering segment. Due to the Big Fish Transaction, the Company has presented Big Fish Games as held for sale and discontinued operations in the accompanying consolidated financial statements and these notes. The Company has not allocated corporate and other certain expenses to Big Fish Games consistent with the discontinued operations presentation in the accompanying consolidated statements of comprehensive income. Accordingly, the prior year amounts were reclassified to conform to this presentation. We utilize the Adjusted EBITDA metric because we believe the inclusion or exclusion of certain non-recurring items is necessary to provide a more accurate measure of our core operating results and enables 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 consolidated statements of comprehensive income. The tables below present net revenue from external customers and intercompany revenue from each of our operating segments, Adjusted EBITDA by segment and reconciles comprehensive income to Adjusted EBITDA: Years Ended December 31, (in millions) 2018 2017 2016 Net revenue from external customers: Racing: Churchill Downs $ 181.0 $ 161.3 $ 155.2 Arlington 55.0 57.2 55.3 Fair Grounds 35.8 36.3 38.0 Calder Racing 2.5 2.5 2.6 Total Racing 274.3 257.3 251.1 Online Wagering 290.2 255.6 221.6 Casino: Oxford 102.0 90.8 84.6 Calder 96.1 85.4 79.1 Fair Grounds Slots and VSI 81.9 74.8 73.8 Riverwalk 54.5 48.2 46.1 Harlow’s 50.2 50.0 48.4 Ocean Downs 25.9 — — Saratoga 0.6 1.3 0.8 Total Casino 411.2 350.5 332.8 Other Investments 33.3 19.2 16.9 Net revenue from external customers $ 1,009.0 $ 882.6 $ 822.4 Intercompany net revenue: Racing: Churchill Downs $ 12.7 $ 11.4 $ 10.0 Arlington 6.7 6.3 5.5 Fair Grounds 1.6 1.6 1.5 Calder Racing 0.1 — — Total Racing 21.1 19.3 17.0 Online Wagering 1.3 1.1 1.3 Other Investments 4.5 4.5 3.9 Eliminations (26.9 ) (24.9 ) (22.2 ) Intercompany net revenue $ — $ — $ — Adjusted EBITDA by segment is comprised of the following: Year Ended December 31, 2018 (in millions) Racing Online Wagering Casino Other Investments Corporate Net revenue $ 295.4 $ 291.5 $ 411.2 $ 37.8 $ — Taxes & purses (67.3 ) (15.2 ) (139.9 ) (4.3 ) — Marketing & advertising (6.5 ) (6.0 ) (14.7 ) (1.0 ) — Salaries & benefits (44.0 ) (9.2 ) (58.5 ) (15.0 ) — Content expense (14.4 ) (152.0 ) (0.3 ) — — SG&A expense (17.8 ) (12.1 ) (26.1 ) (5.3 ) (11.0 ) Other operating expense (53.6 ) (24.2 ) (45.5 ) (7.0 ) (0.4 ) Other income 0.6 — 43.3 0.1 0.2 Adjusted EBITDA $ 92.4 $ 72.8 $ 169.5 $ 5.3 $ (11.2 ) Year Ended December 31, 2017 (in millions) Racing Online Wagering Casino Other Investments Corporate (a) Net revenue $ 276.6 $ 256.7 $ 350.5 $ 23.7 $ — Taxes & purses (65.4 ) (14.7 ) (117.0 ) — — Marketing & advertising (4.9 ) (8.2 ) (12.1 ) — — Salaries & benefits (41.7 ) (9.9 ) (53.2 ) (12.0 ) — Content expense (15.2 ) (125.0 ) — — — SG&A expense (16.8 ) (12.4 ) (22.6 ) (3.3 ) (12.2 ) Other operating expense (48.9 ) (22.1 ) (41.6 ) (5.1 ) (0.5 ) Other income 0.8 — 42.0 0.4 0.3 Adjusted EBITDA $ 84.5 $ 64.4 $ 146.0 $ 3.7 $ (12.4 ) Year Ended December 31, 2016 (in millions) Racing Online Wagering Casino Other Investments Corporate (a) Net revenue $ 268.1 $ 222.9 $ 332.8 $ 20.8 $ — Taxes & purses (64.2 ) (11.6 ) (110.9 ) — — Marketing & advertising (4.6 ) (6.3 ) (12.7 ) — — Salaries & benefits (40.9 ) (9.4 ) (50.8 ) (10.9 ) — Content expense (15.6 ) (107.6 ) — — — SG&A expense (16.2 ) (12.0 ) (21.2 ) (3.4 ) (11.7 ) Other operating expense (47.4 ) (19.8 ) (39.1 ) (4.1 ) (0.6 ) Other income 0.5 — 27.7 0.3 0.2 Adjusted EBITDA $ 79.7 $ 56.2 $ 125.8 $ 2.7 $ (12.1 ) (a) The Corporate segment includes corporate and other certain expenses of $3.6 million in 2017 and $3.1 million in 2016 that have not been allocated to Big Fish Games as a result of the Big Fish Transaction and the Big Fish Games segment reported as held for sale and discontinued operations in the accompanying consolidated financial statements and these notes. Years Ended December 31, (in millions) 2018 2017 2016 Reconciliation of Comprehensive Income to Adjusted EBITDA: Comprehensive income $ 353.2 $ 140.4 $ 107.5 Foreign currency translation, net of tax (0.6 ) 0.1 (0.2 ) Change in pension benefits, net of tax 0.2 — 0.8 Net income 352.8 140.5 108.1 Income from discontinued operations, net of tax (170.2 ) (18.1 ) (11.4 ) Income from continuing operations, net of tax 182.6 122.4 96.7 Additions: Depreciation and amortization 63.6 56.0 58.4 Interest expense 40.1 49.3 43.7 Loss on extinguishment of debt — 20.7 — Income tax provision (benefit) 51.3 (19.9 ) 50.7 EBITDA $ 337.6 $ 228.5 $ 249.5 Adjustments to EBITDA: Selling, general and administrative: Stock-based compensation expense $ 17.7 $ 16.0 $ 13.3 Other, net (0.6 ) 0.5 2.5 Pre-opening expense 4.8 0.5 — Other income, expense: Interest, depreciation and amortization expense related to equity investments 13.9 16.7 10.0 Other charges and recoveries, net — — 0.5 Gain on Ocean Downs/Saratoga transaction (54.9 ) — — Transaction expense, net 10.3 2.3 0.2 Impairment of tangible and other intangible assets — 21.7 — Gain on Calder land sale — — (23.7 ) Total adjustments to EBITDA (8.8 ) 57.7 2.8 Adjusted EBITDA $ 328.8 $ 286.2 $ 252.3 Adjusted EBITDA by segment: Racing $ 92.4 $ 84.5 $ 79.7 Online Wagering 72.8 64.4 56.2 Casino 169.5 146.0 125.8 Other Investments 5.3 3.7 2.7 Corporate (a) (11.2 ) (12.4 ) (12.1 ) Adjusted EBITDA $ 328.8 $ 286.2 $ 252.3 (a) The Corporate segment includes corporate and other certain expenses of $3.6 million in 2017 and $3.1 million in 2016 that have not been allocated to Big Fish Games as a result of the Big Fish Transaction and the Big Fish Games segment reported as held for sale and discontinued operations in the accompanying consolidated financial statements and these notes. The table below presents information about earnings (losses) from equity investments, net included in our reported segments: Years Ended December 31, (in millions) 2018 2017 2016 Casino $ 29.4 $ 25.3 $ 17.4 Other Investments 0.2 0.2 — $ 29.6 $ 25.5 $ 17.4 The table below presents total asset information for each of our operating segments, as well as Big Fish Games, which is no longer reported as an operating segment but is presented as a discontinued operation: As of December 31, (in millions) 2018 2017 Total assets: Racing $ 498.9 $ 483.0 Online Wagering 222.8 215.9 Casino 774.1 679.6 Other Investments 78.9 15.2 Corporate 150.5 73.2 Big Fish Games (discontinued operation) — 892.5 $ 1,725.2 $ 2,359.4 The table below presents total capital expenditures for each of our operating segments, as well as Big Fish Games, which is no longer reported as an operating segment but is presented as a discontinued operation: Years Ended December 31, (in millions) 2018 2017 2016 Capital expenditures: Racing $ 59.9 $ 57.8 $ 26.1 Online Wagering 9.7 9.0 7.0 Casino 15.9 37.5 13.9 Other Investments 61.7 3.4 1.0 Corporate 2.2 1.3 1.2 Big Fish Games (discontinued operation) — 7.9 5.5 $ 149.4 $ 116.9 $ 54.7 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Directors and employees may from time to time own or have interests in horses racing at our racetracks. All such races are conducted under the regulations of each state’s respective regulatory agency, as applicable, and no director receives any extra or special benefit with regard to having his or her horses selected to run in races or in connection with the actual running of races. There is no material financial statement impact attributable to directors who may have interests in horses racing at our racetracks. In the ordinary course of business, we may enter into transactions with certain of our officers and directors for the sale of personal seat licenses and suite accommodations at our racetracks, and tickets for our live racing events. We believe that each such transaction has been on terms no less favorable for us than could have been obtained in a transaction with a third party, and no such person received any extra or special benefit in connection with such transactions. On June 9, 2017, we entered into an agreement with a related party, TDG, to repurchase 3,000,000 shares of the Company's common stock for $52.93 per share in a privately negotiated transaction. The aggregate purchase price was $158.8 million . Refer to Note 9, Shareholders' Equity, for additional information related to the repurchases. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Stock Split On October 30, 2018, the Company’s Board of Directors approved the Stock Split and an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 50,000,000 shares, no par value, to 150,000,000 shares, no par value. This amendment to the Company’s Articles of Incorporation became effective on January 25, 2019 and our common stock began trading at the split-adjusted price on January 28, 2019. All share and per-share amounts in the Company’s consolidated financial statements and related notes have been retroactively adjusted to reflect the effects of the Stock Split. Acquisition On January 11, 2019, the Company announced that it had completed the previously announced Presque Isle Transaction for cash consideration of $178.9 million , subject to certain working capital and other purchase price adjustments. The transaction was funded with cash on hand and through the Company's credit facility. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (in millions, except per common share data) Year Ended December 31, 2018 First Quarter (a) Second Quarter Third Quarter (b) Fourth Quarter Net revenues $ 189.3 $ 379.4 $ 221.3 $ 219.0 Operating income 19.7 136.6 20.5 12.0 Income from continuing operations, net of tax 14.1 103.2 58.0 7.3 Income (loss) from discontinued operations, net of tax 167.9 (0.1 ) (1.7 ) 4.1 Net income (loss) per common share - basic (d) : Continuing operations $ 0.33 $ 2.54 $ 1.43 $ 0.18 Discontinued operations $ 3.88 $ — $ (0.04 ) $ 0.10 Net income per common share - basic $ 4.21 $ 2.54 $ 1.39 $ 0.28 Net income (loss) per common share - diluted (d) : Continuing operations $ 0.32 $ 2.52 $ 1.42 $ 0.18 Discontinued operations $ 3.86 $ — $ (0.04 ) $ 0.10 Net income per common share - diluted $ 4.18 $ 2.52 $ 1.38 $ 0.28 (in millions, except per common share data) Year Ended December 31, 2017 First Quarter Second Quarter Third Quarter Fourth Quarter (c) Net revenues $ 167.5 $ 339.3 $ 196.9 $ 178.9 Operating income (loss) 8.4 123.3 26.8 (12.8 ) Income from continuing operations, net of tax 2.2 72.9 12.9 34.4 Income from discontinued operations, net of tax 5.1 5.4 3.8 3.8 Net income per common share - basic (d) : Continuing operations $ 0.04 $ 1.50 $ 0.28 $ 0.75 Discontinued operations 0.11 0.11 0.08 0.08 Net income per common share - basic $ 0.15 $ 1.61 $ 0.36 $ 0.83 Net income per common share - diluted (d) : Continuing operations $ 0.04 $ 1.49 $ 0.28 $ 0.74 Discontinued operations 0.10 0.11 0.08 0.08 Net income per common share - diluted $ 0.14 $ 1.60 $ 0.36 $ 0.82 (a) First quarter of 2018 includes a $219.5 million gain on the Big Fish Games Transaction, which is included as a discontinued operation. (b) Third quarter of 2018 includes a $54.9 million gain on the Ocean Downs/Saratoga Transaction. (c) Fourth quarter of 2017 includes a $21.7 million impairment of tangible and intangible assets and a $20.7 million loss on extinguishment of debt. Additionally, fourth quarter of 2017 includes a $57.7 million income tax benefit resulting primarily from the re-measurement of our net deferred tax liabilities as a result of the Tax Act. (d) Net income per common share calculations for each quarter are based on the weighted average number of shares outstanding during the respective period. Accordingly, the sum of the quarters may not equal the full-year income (loss) per share. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in millions) Balance Beginning of Year Charged to Expense Deductions Balance End of Year Allowance for doubtful accounts: 2018 $ 3.6 $ 3.0 $ (2.6 ) $ 4.0 2017 3.5 1.8 (1.7 ) 3.6 2016 3.8 1.5 (1.8 ) 3.5 (in millions) Balance Beginning of Year Additions Deductions Balance End of Year Deferred income tax asset valuation allowance: 2018 $ 0.2 $ — $ — $ 0.2 2017 0.4 — (0.2 ) 0.2 2016 0.9 — (0.5 ) 0.4 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Our financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and are based upon certain critical accounting policies. These policies may require management to make estimates, judgments and assumptions that we believe are reasonable based on our historical experience, contract terms, observance of known trends in our Company and the industry as a whole and information available from other outside sources. Our estimates affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those initial estimates. Our most critical estimates relate to goodwill and indefinite-lived intangible assets, and property and equipment. |
Goodwill and Indefinite-Lived Intangible Assets | We perform an annual review for impairment of goodwill and indefinite-lived intangible assets on April 1 of each fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Adverse industry or economic trends, lower projections of profitability, or a sustained decline in our market capitalization, among other items, may be indications of potential impairment issues, which are triggering events requiring the testing of an asset’s carrying value for recoverability. Goodwill is allocated and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. We are required to aggregate the components of an operating segment into one reporting unit if they have similar economic characteristics. Goodwill and indefinite-lived intangible assets can or may be required to be tested using a two-step impairment test. An entity may assess qualitative factors to determine whether it is necessary to complete the two-step impairment test using a more likely than not criteria. If an entity believes it is more likely than not that the fair value of a reporting unit is greater than its carrying value, including goodwill, the two-step process can be bypassed. Qualitative factors include macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, among others. These factors require significant judgments and estimates, and application of alternative assumptions could produce significantly different results. Evaluations of possible impairment utilizing the two-step approach require us to estimate, among other factors, forecasts of future operating results, revenue growth, EBITDA margin, tax rates, capital expenditures, depreciation, working capital, weighted average cost of capital, long-term growth rates, risk premiums, terminal values and fair market values of our reporting units and assets. Changes in estimates or the application of alternative assumptions could produce significantly different results. Our gaming rights and casinos' trademarks are considered indefinite-lived intangible assets that do not require amortization based on our future expectations to operate our gaming facilities and use the trademarks indefinitely and our historical experience in renewing these intangible assets at minimal cost with various state gaming commissions. The indefinite lived-intangible assets carrying value are tested annually, or more frequently, if indicators of impairment exist, by comparing the fair value of the recorded assets to the associated carrying amount. If the carrying amount of the gaming rights and trademark intangible assets exceed fair value, an impairment loss is recognized. |
Property and Equipment | We review the carrying value of our property and equipment to be held and used in our operations whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable from estimated future undiscounted cash flows expected to result from its use and eventual disposition. Adverse industry or economic trends, lower projections of profitability, or a significant adverse change in legal factors or in the business climate, among other items, may be indications of potential impairment issues. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, an impairment is recorded based on the fair value of the asset. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: 10 to 40 years for grandstands and buildings, 2 to 10 years for equipment, 2 to 10 years for furniture and fixtures and 10 to 20 years for tracks and other improvements. |
Revenue Recognition | We generate revenue from pari-mutuel wagering transactions with customers related to live races, simulcast races, and historical races as well as simulcast host fees earned from other wagering sites. Additionally, our racetracks that host live races generate revenue through sponsorships, admissions (including luxury suites), personal seat licenses ("PSLs"), television rights, concessions, programs and parking. Concessions, programs, and parking revenue is recognized once the good or service is delivered. Our live racetracks' revenue and income are influenced by our racing calendar. Similarly, Online Wagering horseracing revenue and income is influenced by racing calendars. Therefore, revenue and operating results for any interim quarter are not generally indicative of the revenue and operating results for the year and may not be comparable with results for the corresponding period of the previous year. We historically have had fewer live racing days during the first quarter of each year, and the majority of our live racing revenue occurs during the second quarter with the running of the Kentucky Oaks and Kentucky Derby. For live races we present at our racetracks, we recognize revenue on wagers we accept from customers at our racetrack ("on-track revenue") and revenue we earn from exporting our live racing signals to other race tracks, OTBs, and advance deposit wagering providers ("export revenue"). For simulcast races we display at our racetracks, OTBs, and Online Wagering platforms, we recognize revenue we earn from providing a wagering service to our customers on these imported live races ("import revenue"). Online Wagering import revenue is generated through advance deposit wagering which consists of patrons wagering through an advance deposit account. We recognize revenue we earn from providing a wagering service to our customers on historical races at our HRM facility. Each wagering contract for on-track revenue, import revenue, and HRM revenue contains a single performance obligation and our export revenue contracts contain a series of distinct services that form a single performance obligation. The transaction price for on-track revenue, import revenue, and HRM revenue is fixed based on the established commission rate we are entitled to retain. The transaction price for export revenue is variable based on the simulcast host fee we charge our customers for exporting our signal. We may provide cash incentives in conjunction with wagering transactions we accept from Online Wagering customers. These cash incentives represent consideration payable to a customer and therefore are treated as a reduction of the transaction price for the wagering transaction. Our export revenue contracts generally have a duration of one year or less. These arrangements are licenses of intellectual property containing a usage based royalty. As a result, we have elected to use the practical expedient to omit disclosure related to remaining performance obligations for our export revenue contracts. We recognize on-track revenue, export revenue, and import revenue once the live race event is made official by the relevant racing regulatory body. We recognize HRM revenue once the historical race has been completed on the historical racing machine. We evaluate our on-track revenue, export revenue, import revenue, and HRM revenue contracts in order to determine whether we are acting as the principal or as the agent when providing services, which we consider in determining if revenue should be reported gross or net. An entity is a principal if it controls the specified service before that service is transferred to a customer. The revenue we recognize for on-track revenue, import revenue, and HRM revenue is the commission we are entitled to retain for providing a wagering service to our customers. For these arrangements, we are the principal as we control the wagering service; therefore, any charges, including any applicable simulcast fees, we incur for delivering the wagering service are presented as operating expenses. For export revenue, our customer is the third party wagering site such as a race track, OTB, or advance deposit wagering provider. Therefore, the revenue we recognize for export revenue is the simulcast host fee we earn for exporting our racing signal to the third party wagering site. Our admission contracts are either for a single live racing event day or multiple days. Our PSLs, sponsorships, and television rights contracts generally relate to multiple live racing event days. Multiple day admission, PSLs, sponsorships, and television rights contracts contain a distinct series of services that form single performance obligations. Sponsorships contracts generally include performance obligations related to admissions and advertising rights at our racetracks. Television rights contracts contain a performance obligation related to the rights to distribute certain live racing events on media platforms. The transaction prices for our admissions, PSLs, sponsorships, and television rights contracts are fixed. We allocate the transaction price to our sponsorship contract performance obligations based on the estimated relative standalone selling price of each distinct service. The revenue we recognize for admissions to a live racing event day is recognized once the related event is complete. For admissions, PSLs, sponsorships, and television rights contracts that relate to multiple live racing event days, we recognize revenue over time using an output method of each completed live racing event day as our measure of progress. Each completed live racing event day corresponds with the transfer of the relevant service to a customer and therefore is considered a faithful depiction of our efforts to satisfy the promises in these contracts. This output method results in measuring the value transferred to date to the customer relative to the remaining services promised under the contracts. Certain premium live racing event days such as the Kentucky Derby and Oaks result in a higher value of revenue allocated relative to other live racing event days due to, among other things, the quality of thoroughbreds racing, higher levels of on-track attendance, national broadcast audience, local and national media coverage, and overall entertainment value of the event. While these performance obligations are satisfied over time, the timing of when this revenue is recognized is directly associated with the occurrence of our live racing events, which is when the majority of our revenues recognized at a point in time are also recognized. Timing of revenue recognition may differ from the timing of invoicing to customers for our long-term contracts in our Racing segment. We generally invoice customers prior to delivery of services for our admissions, PSLs, sponsorships, and television rights contracts. Accordingly, we recognize a receivable and a contract liability at the time we have an unconditional right to receive payment. When cash is received in advance of delivering services under our contracts, we defer revenue and recognize it in accordance with our policies for that type of contract. In situations where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to allow our customers to secure the right to the specific services provided under our contracts, not to receive financing from our customers. Casino revenue primarily consists of gaming wager transactions. Other operating revenue, such as food and beverage or hotel revenue, is recognized once delivery of the product or service has occurred. The transaction price for gaming wager transactions is the difference between gaming wins and losses. The majority of our casinos offer loyalty programs that enable customers to earn loyalty points based on their gaming play. Gaming wager transactions involve two performance obligations for those customers earning loyalty points under the Company’s loyalty programs and a single performance obligation for customers who do not participate in the program. Loyalty points are primarily redeemable for free gaming activities and food and beverage. For purposes of allocating the transaction price in a wagering transaction between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a loyalty point that can be redeemed for gaming activities or food and beverage. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers settle. The loyalty point contract liability amount is deferred and recognized as revenue when the customer redeems the points for a gaming wagering transaction or food and beverage and such goods or services are delivered to the customer. |
Income Taxes | We use estimates and judgments for financial reporting to determine our current tax liability and deferred taxes. In accordance with the liability method of accounting for income taxes, we recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Adjustments to deferred taxes are determined based upon the changes in differences between the book basis and tax basis of our assets and liabilities and measured using enacted tax rates we estimate will be applicable when these differences are expected to reverse. Changes in current tax laws, enacted tax rates or the estimated level of taxable income or non-deductible expense could change the valuation of deferred tax assets and liabilities and affect the overall effective tax rate and tax provision. When tax returns are filed, it is highly certain that some positions taken will be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that will be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with the tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets, along with any associated interest and penalties that would be payable to the taxing authorities upon examination. |
Cash and Cash Equivalents | We consider investments with original maturities of three months or less that are readily convertible to cash to be cash equivalents. We have, from time to time, cash in the bank in excess of federally insured limits. Under our cash management system, checks issued but not yet presented to banks that would result in negative bank balances when presented are classified as a current liability in the accompanying consolidated balance sheets. |
Restricted Cash | Amounts included in restricted cash represent amounts due to horsemen for purses, stakes and awards that are paid in accordance with the terms of our contractual agreements or statutory requirements. Restricted cash also includes deposits collected from our Online Wagering customers. |
Account Wagering Deposit Liabilities | Amounts included in restricted cash represent amounts due to horsemen for purses, stakes and awards that are paid in accordance with the terms of our contractual agreements or statutory requirements. Restricted cash also includes deposits collected from our Online Wagering customers. |
Allowance for Doubtful Accounts Receivable | We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance is maintained at a level considered appropriate based on historical experience and other factors that affect our expectation of future collectability. Uncollectible accounts receivable are written off against the allowance for doubtful accounts receivable when management determines that the probability of payment is remote and collection efforts have ceased. |
Internal Use Software | Internal use software costs for Online Wagering software is capitalized in property and equipment, net in the accompanying consolidated balance sheets, in accordance with accounting guidance governing computer software developed or obtained for internal use. Once the software is placed in operation, we amortize the capitalized software over its estimated economic useful life, which is generally three years. |
Fair Value of Assets and Liabilities | We adhere to a hierarchy for ranking the quality and reliability of the information used to determine fair values. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following three categories: Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities; Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability; and Level 3: Unobservable inputs for the asset or liability. 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. |
Investments in and Advances to Unconsolidated Affiliates | We have investments in unconsolidated affiliates accounted for under the equity method. Under the equity method, carrying value is adjusted for our share of the investees' income and losses, amortization of certain basis differences as well as capital contributions to and distributions from these companies. Distributions in excess of equity method income are recognized as a return of investment and recorded as investing cash inflows in the accompanying consolidated statements of cash flows. We classify income and losses as well as gains and impairments related to our investments in unconsolidated affiliates as a component of other income (expense) in the accompanying consolidated statements of comprehensive income. We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of the investment may have experienced an "other-than-temporary" decline in value. If such conditions exist, we compare the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determine whether the impairment is "other-than-temporary" based on an assessment of all relevant factors, including consideration of our intent and ability to retain our investment until the recovery of the unrealized loss. We estimate fair value using a discounted cash flow analysis based on estimated future results of the investee. |
Debt Issuance Costs and Loan Origination Fees | Debt issuance costs and loan origination fees associated with our term debt, revolver, and notes payable are amortized as interest expense over the term of each respective financial instrument. Debt issuance costs and loan origination fees associated with our term debt and notes payable are presented as a direct deduction from the carrying amount of the related liability. Debt issuance costs and loan origination fees associated with our revolver are presented as an asset. |
Casino and Pari-mutuel Taxes | We recognize casino and pari-mutuel tax expense based on the statutory requirements of the federal, state, and local jurisdictions in which we conduct business. All of our casino taxes and the majority of our pari-mutuel taxes are gross receipts taxes levied on the gaming entity. We recognize these taxes as Racing, Online Wagering, Casino, and Other Investments operating expenses in our consolidated statements of comprehensive income. In certain jurisdictions governing our pari-mutuel contracts with customers, there are specific pari-mutuel taxes that are assessed on winning wagers from our customers, which we collect and remit to the government. These taxes are presented on a net basis. |
Purse Expense | We recognize purse expense based on the statutorily or contractually determined amount of revenue that is required to be paid out in the form of purses to the qualifying finishers of horseraces run at our racetracks in the period in which wagering occurs. We incur a liability for all unpaid purses that will be paid out on a future live race event. |
Self Insurance Accruals | We are self-insured up to certain limits for costs associated with general liability, workers’ compensation and employee health coverage, and we purchase insurance for claims that exceed our self-insurance retention or deductible levels. We record self-insurance reserves that include accruals of estimated settlements for known claims ("Case Reserves"), as well as accruals of third-party actuarial estimates for claims incurred but not yet reported ("IBNR"). Case Reserves represent estimated liabilities for unpaid losses, based on a claims administrator's estimates of future payments on individual reported claims, including allocated loss adjustment expense, which generally include claims settlement costs such as legal fees. IBNR includes the provision for unreported claims, changes in case reserves and future payments on reopened claims. Key variables and assumptions include, but are not limited to, loss development factors and trend factors such as changes in workers' compensation laws, medical care costs and wages. These loss development factors and trend factors are developed using our actual historical losses. It is possible that reasonable alternative selections would produce different reserve estimates. |
Advertising and Marketing | We expense the costs of general advertising, marketing and associated promotional expenditures at the time the costs are incurred. |
Stock-Based Compensation | All stock-based payments to employees and directors, including grants of employee stock options and restricted stock, are recognized as compensation expense over the service period based on the fair value on the date of grant. For awards that have a graded vesting schedule, we recognize expense on a straight-line basis for each separately vesting portion of the award. We recognize forfeitures of awards as incurred. |
Computation of Net Income per Common Share | Net income per common share is presented for both basic earnings per common share ("Basic EPS") and diluted earnings per common share ("Diluted EPS"). Basic EPS is based upon the weighted average number of common shares outstanding, excluding unvested stock awards, during the period plus vested common stock equivalents that have not yet been converted to common shares. Diluted EPS is based upon the weighted average number of shares used to calculate Basic EPS and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares result from applying the treasury stock method to outstanding stock options as well as unvested stock awards. |
Common Stock Share Repurchases | From time-to-time, we repurchase shares of our common stock under share repurchase programs authorized by our Board of Directors. Share repurchases constitute authorized but unissued shares under the Kentucky laws under which we are incorporated. Additionally, our common stock has no par or stated value. Accordingly, we record the full value of share repurchases, upon the trade date, against common stock on our consolidated balance sheets except when to do so would result in a negative balance in such common stock account. In such instances, we record the cost of any further share repurchases as a reduction to retained earnings. Due to the large number of share repurchases of our common stock over the past several years our common stock balance frequently will be zero at the end of any given reporting period. Refer to Note 9, Shareholders' Equity, for additional information on our share repurchases. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - Adopted on January 1, 2018 In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASC 606") which provides a five-step analysis of transactions to determine when and how revenue is recognized. We adopted ASC 606 on January 1, 2018 using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been retrospectively adjusted and continues to be reported under the accounting standards in effect for those periods. The adoption of ASC 606 had no impact on cash provided by or used in operating, financing, or investing activities on our accompanying consolidated statements of cash flows. Due to the adoption of ASC 606, we made certain modifications to the classification of net revenue and operating expenses in the Online Wagering segment primarily due to the fact that under ASC 606, we are the principal in all import revenue contracts. Under ASC 606, in circumstances where we make advance sales and advance billings to customers, we recognize a receivable and deferred revenue when we have an unconditional right to receive payment. Previously, we recognized a receivable and deferred revenue at the time of the advance sale and billing if it was probable we would collect the receivable and recognize revenue. We expect the adoption of ASC 606 will not materially impact our accompanying consolidated statements of comprehensive income on an ongoing basis in future periods. The cumulative effects of the changes made to our accompanying consolidated balance sheets as of January 1, 2018 for the adoption of ASC 606 were as follows: (in millions) As Reported at December 31, 2017 Adoption of ASC 606 Balance at January 1, 2018 ASSETS Accounts receivable, net $ 49.6 $ (21.8 ) $ 27.8 Income taxes receivable 35.6 (4.1 ) 31.5 Current assets of discontinued operations held for sale 69.1 0.7 69.8 Other assets 13.6 (1.1 ) 12.5 LIABILITIES Accrued expense 75.8 0.8 76.6 Current deferred revenue 70.9 (18.9 ) 52.0 Current liabilities of discontinued operations held for sale 188.2 (38.8 ) 149.4 Non-current deferred revenue 29.3 (4.5 ) 24.8 Deferred income taxes 40.6 (0.1 ) 40.5 Non-current liabilities of discontinued operations held for sale 54.8 5.5 60.3 SHAREHOLDERS' EQUITY Retained earnings 634.3 29.7 664.0 There were two primary changes to our consolidated balance sheets resulting from the adoption of ASC 606. The most significant change was in current and non-current liabilities of discontinued operations held for sale and retained earnings related to breakage revenue for outstanding Big Fish Game Club credits. The other primary change was in accounts receivable, net of allowance for doubtful accounts, current deferred revenue, and non-current deferred revenue related to the timing of when we have a right to consideration under our contracts. In accordance with ASC 606 requirements, the disclosure of the impact of adoption on our accompanying consolidated balance sheets was as follows: At December 31, 2018 (in millions) As Reported Balances without Adoption of ASC 606 Effect of Change Increase/(Decrease) ASSETS Accounts receivable, net $ 28.8 $ 53.7 $ (24.9 ) Other assets 16.1 16.7 (0.6 ) LIABILITIES Accrued expense 89.8 88.8 1.0 Current deferred revenue 47.9 70.1 (22.2 ) Non-current deferred revenue 21.1 25.2 (4.1 ) Deferred income taxes 78.2 78.0 0.2 SHAREHOLDERS' EQUITY Retained earnings 474.2 474.6 (0.4 ) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash ("ASU 2016-18"). The new standard requires that the statement of cash flows explain the change during the period of cash, cash equivalents, and amounts generally described as restricted cash. Entities are also required to reconcile the cash, cash equivalents, and restricted cash in the statement of cash flows to the balance sheet and disclose the nature of the restrictions on restricted cash. We adopted ASU 2016-18 on January 1, 2018 using the retrospective method. As a result, we began including amounts generally described as restricted cash with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the consolidated statements of cash flows. We adjusted our consolidated statements of cash flows for the years ended December 31, 2017 and 2016 from amounts previously reported due to the adoption of ASU 2016-18. The effects of adopting ASU 2016-18 on our accompanying consolidated statements of cash flows were as follows: Year Ended December 31, 2017 (in millions) As Previously Reported Adoption of ASU 2016-18 As Adjusted Net cash provided by operating activities $ 218.2 $ (3.1 ) $ 215.1 Cash, cash equivalents and restricted cash, beginning of year $ 48.7 $ 34.3 $ 83.0 Net increase in cash, cash equivalents and restricted cash 5.1 (3.1 ) 2.0 Effect of exchange rate changes on cash 0.5 — 0.5 Cash, cash equivalents and restricted cash, end of year $ 54.3 $ 31.2 $ 85.5 Year Ended December 31, 2016 (in millions) As Previously Reported Adoption of ASU 2016-18 As Adjusted Net cash provided by operating activities $ 226.8 $ 4.6 $ 231.4 Cash, cash equivalents and restricted cash, beginning of year $ 74.5 $ 29.7 $ 104.2 Net decrease in cash, cash equivalents and restricted cash (25.8 ) 4.6 (21.2 ) Effect of exchange rate changes on cash — — — Cash, cash equivalents and restricted cash, end of year $ 48.7 $ 34.3 $ 83.0 In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which reduces diversity in practice in how certain transactions are classified in the statement of cash flows. We adopted the new guidance on January 1, 2018 and it did not have a material impact on our consolidated results of operations, financial condition, or cash flows. We will utilize the cumulative earnings approach under the ASU to present distributions received from equity method investees, which is consistent with our previous existing policy. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"), which allows an entity to make an election to reclassify amounts from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Tax Act"). We early adopted ASU 2018-02 on January 1, 2018 at the beginning of the period of adoption and elected to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to retained earnings. The adoption of ASU 2018-02 did not have a material impact on our consolidated results of operations, financial condition, or cash flows. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting, which provides clarity about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting for stock compensation expense. The guidance became effective in 2018 and is to be applied prospectively. We adopted the new guidance on January 1, 2018 and it did not have a material impact on our consolidated results of operations, financial condition, or cash flows. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business, in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance became effective in 2018 and is to be applied prospectively. We adopted the new guidance on January 1, 2018 and it did not have a material impact on our consolidated results of operations, financial condition, or cash flows. Recent Accounting Pronouncements - effective in 2019 or thereafter In February 2016, the FASB issued ASU No. 2016-02, Leases, and subsequently has issued additional guidance (collectively, "ASC 842") which requires companies to generally recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. The new guidance is effective on January 1, 2019 with early adoption permitted. ASC 842 may be applied at the beginning of the earliest comparative period in the financial statements or at the effective date by recognizing a cumulative effect adjustment in the period of adoption with comparative periods being reported under the accounting standards in effect for those periods. The modified transition method must be used when adopting ASC 842. We will adopt ASC 842 in 2019 by recognizing a cumulative effect adjustment at January 1, 2019, and report comparative periods under the accounting standards in effect for those periods. We are in the process of finalizing our evaluation of our lease contracts under the new standard. We have determined that we do not have any material capital leases nor any material operating leases where we are the lessor. We currently expect that most of our operating lease commitments greater than one year will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption of ASC 842. As an accounting policy, we plan to elect to not apply the lease liability and right-of-use asset recognition requirements to short-term leases. We plan to elect the package of practical expedients that allows us to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. We do not expect the adoption of ASC 842 to have a material effect on our results of operations, financial condition, or cash flows. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other: Internal-Use Software, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new guidance also requires an entity to expense the capitalized implementation costs of a hosting arrangement over the term of the hosting arrangement. The guidance is effective in 2020 with early adoption permitted and may be applied prospectively or retrospectively. We are assessing the impact of the new accounting guidance and currently cannot estimate the financial statement impact of adoption. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, which introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new model will apply to: (1) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income, and (4) beneficial interests in securitized financial assets. The guidance will become effective in 2020, and is to be applied through a modified retrospective approach during the year of adoption. We are assessing the impact of the new accounting guidance and currently cannot estimate the financial statement impact of adoption. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment. This new guidance simplifies the accounting for goodwill impairments by removing step two from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. The new guidance is effective in 2020 with early adoption permitted for any goodwill impairment test performed between January 1, 2017 and January 1, 2020, and is to be applied prospectively. We are currently evaluating the timing of our adoption and impact of the new accounting guidance on our financial statements and related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of the Affects of New Accounting Pronouncements | The effects of adopting ASU 2016-18 on our accompanying consolidated statements of cash flows were as follows: Year Ended December 31, 2017 (in millions) As Previously Reported Adoption of ASU 2016-18 As Adjusted Net cash provided by operating activities $ 218.2 $ (3.1 ) $ 215.1 Cash, cash equivalents and restricted cash, beginning of year $ 48.7 $ 34.3 $ 83.0 Net increase in cash, cash equivalents and restricted cash 5.1 (3.1 ) 2.0 Effect of exchange rate changes on cash 0.5 — 0.5 Cash, cash equivalents and restricted cash, end of year $ 54.3 $ 31.2 $ 85.5 Year Ended December 31, 2016 (in millions) As Previously Reported Adoption of ASU 2016-18 As Adjusted Net cash provided by operating activities $ 226.8 $ 4.6 $ 231.4 Cash, cash equivalents and restricted cash, beginning of year $ 74.5 $ 29.7 $ 104.2 Net decrease in cash, cash equivalents and restricted cash (25.8 ) 4.6 (21.2 ) Effect of exchange rate changes on cash — — — Cash, cash equivalents and restricted cash, end of year $ 48.7 $ 34.3 $ 83.0 In accordance with ASC 606 requirements, the disclosure of the impact of adoption on our accompanying consolidated balance sheets was as follows: At December 31, 2018 (in millions) As Reported Balances without Adoption of ASC 606 Effect of Change Increase/(Decrease) ASSETS Accounts receivable, net $ 28.8 $ 53.7 $ (24.9 ) Other assets 16.1 16.7 (0.6 ) LIABILITIES Accrued expense 89.8 88.8 1.0 Current deferred revenue 47.9 70.1 (22.2 ) Non-current deferred revenue 21.1 25.2 (4.1 ) Deferred income taxes 78.2 78.0 0.2 SHAREHOLDERS' EQUITY Retained earnings 474.2 474.6 (0.4 ) The cumulative effects of the changes made to our accompanying consolidated balance sheets as of January 1, 2018 for the adoption of ASC 606 were as follows: (in millions) As Reported at December 31, 2017 Adoption of ASC 606 Balance at January 1, 2018 ASSETS Accounts receivable, net $ 49.6 $ (21.8 ) $ 27.8 Income taxes receivable 35.6 (4.1 ) 31.5 Current assets of discontinued operations held for sale 69.1 0.7 69.8 Other assets 13.6 (1.1 ) 12.5 LIABILITIES Accrued expense 75.8 0.8 76.6 Current deferred revenue 70.9 (18.9 ) 52.0 Current liabilities of discontinued operations held for sale 188.2 (38.8 ) 149.4 Non-current deferred revenue 29.3 (4.5 ) 24.8 Deferred income taxes 40.6 (0.1 ) 40.5 Non-current liabilities of discontinued operations held for sale 54.8 5.5 60.3 SHAREHOLDERS' EQUITY Retained earnings 634.3 29.7 664.0 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Assets Acquired and Liabilities Assumed | The following table summarizes the final fair values of the assets acquired and liabilities assumed, net of cash acquired of $13.1 million , at the date of the acquisition. (in millions) Total Current assets $ 1.9 Property and equipment 57.4 Goodwill 20.4 Intangible assets 95.4 Current liabilities (5.2 ) Debt (54.7 ) $ 115.2 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The final fair value of the intangible assets consisted of the following: (in millions) Fair Value Recognized Weighted-Average Useful Life Gaming rights $ 87.0 N/A Trademark 8.3 N/A Other 0.1 1.3 years Total intangible assets $ 95.4 |
Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination | The final fair value of the intangible assets consisted of the following: (in millions) Fair Value Recognized Weighted-Average Useful Life Gaming rights $ 87.0 N/A Trademark 8.3 N/A Other 0.1 1.3 years Total intangible assets $ 95.4 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company's acquisition of Presque Isle occurred as of January 1, 2016. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2016. The unaudited pro forma net income giving effect to the Presque Isle Transaction was not materially different than our historical net income. Years Ended December 31, (in millions) 2018 2017 2016 Net revenue $ 1,150.8 $ 1,020.5 $ 964.5 The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2016. The unaudited pro forma net income giving effect to the Ocean Downs/Saratoga Transaction was not materially different than our historical net income. Years Ended December 31, (in millions) 2018 2017 2016 Net revenue $ 1,065.4 $ 947.2 $ 884.8 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary information of disposal classified as held for sale | The Company derecognized the following upon the Big Fish Transaction: (in millions) Cash and cash equivalents $ 0.3 Accounts receivable 34.7 Game software development, net 6.7 Other current assets 17.0 Property and equipment, net 17.8 Game software development, net 13.8 Goodwill 530.7 Other intangible assets, net 238.4 Other assets 24.0 Accounts payable (8.5 ) Accrued expense (22.6 ) Deferred revenue (44.2 ) Deferred income taxes (52.0 ) Other liabilities (4.9 ) Carrying value of Big Fish Games $ 751.2 The following table presents the financial results of Big Fish Games included in "Income from discontinued operations, net of tax" in the accompanying consolidated statements of comprehensive income: Years Ended December 31, (in millions) 2018 2017 2016 Net revenue $ 13.2 $ 466.0 $ 486.2 Operating expenses 8.4 369.0 398.9 Selling, general and administrative expense 6.0 27.8 20.9 Research and development 0.9 39.6 39.0 Transaction expense, net — 4.7 5.8 Total operating expense 15.3 441.1 464.6 Operating (loss) income (2.1 ) 24.9 21.6 Other income (expense) Gain on sale of Big Fish Games 219.5 — — Other expense 0.1 (1.7 ) (0.9 ) Total other income (loss) 219.6 (1.7 ) (0.9 ) Income from discontinued operations before provision for income taxes 217.5 23.2 20.7 Income tax provision (47.3 ) (5.1 ) (9.3 ) Income from discontinued operations, net of tax $ 170.2 $ 18.1 $ 11.4 The following table presents the major classes of assets and liabilities presented as held for sale related to the Big Fish Transaction as of December 31, 2017: (in millions) December 31, 2017 ASSETS Current assets: Cash and cash equivalents $ 2.6 Accounts receivable 42.9 Game software development, net 6.9 Other current assets 16.7 Current assets of discontinued operations held for sale 69.1 Property and equipment, net 16.4 Game software development, net 13.5 Goodwill 530.7 Other intangible assets, net 238.8 Other assets 24.0 Long-term assets of discontinued operations held for sale 823.4 Total assets $ 892.5 LIABILITIES Current liabilities: Accounts payable $ 5.5 Accrued expense 35.0 Deferred revenue 85.1 Big Fish Games deferred payment 28.4 Big Fish Games earnout liability 34.2 Current liabilities of discontinued operations held for sale 188.2 Deferred income taxes 47.6 Other liabilities 7.2 Non-current liabilities of discontinued operations held for sale 54.8 Total liabilities $ 243.0 |
Fair value of liabilities measured on recurring basis | The following tables present our liabilities measured at fair value on a recurring basis related to our discontinued operations and liabilities held for sale: Level 3 (in millions) December 31, 2017 Big Fish Games deferred payments $ 28.4 Big Fish Games earnout liability 34.2 Total $ 62.6 |
Fair value of liabilities measured on recurring basis, unobservable input reconciliation | The following table presents the change in fair value of our instruments classified within Level 3 related to our discontinued operations and liabilities held for sale: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in millions) Big Fish Games Deferred Payments Big Fish Games Earnout Liability Total Balance as of December 31, 2017 $ 28.4 $ 34.2 $ 62.6 Payments (28.4 ) (34.2 ) (62.6 ) Balance as of December 31, 2018 $ — $ — $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net is comprised of the following: As of December 31, (in millions) 2018 2017 Grandstands and buildings $ 532.8 $ 439.8 Equipment 356.3 286.7 Tracks and other improvements 207.3 177.9 Land 140.5 131.7 Furniture and fixtures 73.3 62.5 Construction in progress 7.0 23.5 1,317.2 1,122.1 Accumulated depreciation (559.7 ) (514.1 ) Total $ 757.5 $ 608.0 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill is comprised of the following: (in millions) Racing Online Wagering Casino Total Balances as of December 31, 2016 $ 51.7 $ 132.1 $ 117.7 $ 301.5 Additions — 16.1 — 16.1 Balances as of December 31, 2017 51.7 148.2 117.7 317.6 Additions — — 20.4 20.4 Balances as of December 31, 2018 $ 51.7 $ 148.2 $ 138.1 $ 338.0 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Other intangible assets, net are comprised of the following: December 31, 2018 December 31, 2017 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Favorable contracts $ 11.0 $ (7.5 ) $ 3.5 $ 11.0 $ (6.8 ) $ 4.2 Other 9.5 (2.3 ) 7.2 7.1 (1.5 ) 5.6 Customer relationships 6.4 (2.5 ) 3.9 16.7 (10.6 ) 6.1 Gaming licenses 5.2 (1.8 ) 3.4 5.0 (1.7 ) 3.3 $ 32.1 $ (14.1 ) $ 18.0 $ 39.8 $ (20.6 ) $ 19.2 Indefinite-lived intangible assets: Trademarks 29.5 21.2 Gaming rights 216.4 128.9 Other 0.1 0.1 Total $ 264.0 $ 169.4 |
Schedule of Finite-lived Intangible Assets | Other intangible assets, net are comprised of the following: December 31, 2018 December 31, 2017 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Favorable contracts $ 11.0 $ (7.5 ) $ 3.5 $ 11.0 $ (6.8 ) $ 4.2 Other 9.5 (2.3 ) 7.2 7.1 (1.5 ) 5.6 Customer relationships 6.4 (2.5 ) 3.9 16.7 (10.6 ) 6.1 Gaming licenses 5.2 (1.8 ) 3.4 5.0 (1.7 ) 3.3 $ 32.1 $ (14.1 ) $ 18.0 $ 39.8 $ (20.6 ) $ 19.2 Indefinite-lived intangible assets: Trademarks 29.5 21.2 Gaming rights 216.4 128.9 Other 0.1 0.1 Total $ 264.0 $ 169.4 |
Schedule of Future Estimated Amortization Expense | Future estimated aggregate amortization expense on existing definite-lived intangible assets for each of the next five fiscal years is as follows (in millions): Years Ended December 31, Estimated Amortization Expense 2019 $ 3.3 2020 1.9 2021 1.8 2022 1.8 2023 1.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes | Components of the provision for income taxes are as follows: Years Ended December 31, (in millions) 2018 2017 2016 Current provision: Federal $ 10.1 $ 29.5 $ 33.6 State and local 3.8 3.0 3.3 13.9 32.5 36.9 Deferred provision (benefit): Federal 35.0 (53.0 ) 12.7 State and local 2.5 0.8 1.1 Foreign (0.1 ) (0.2 ) — 37.4 (52.4 ) 13.8 $ 51.3 $ (19.9 ) $ 50.7 |
Schedule of Income from Operations Before Provision for Income Taxes | Income from operations before provision for income taxes were as follows: Years Ended December 31, (in millions) 2018 2017 2016 Domestic $ 234.2 $ 102.2 $ 146.4 Foreign (0.3 ) 0.3 1.0 $ 233.9 $ 102.5 $ 147.4 |
Reconciliation of Amount Computed by Applying the Federal Statutory Income Tax Rate | Our income tax expense is different from the amount computed by applying the federal statutory income tax rate to income before taxes as follows: Years Ended December 31, (in millions) 2018 2017 2016 Federal statutory tax on earnings before income taxes $ 49.1 $ 35.9 $ 51.6 State income taxes, net of federal income tax benefit 5.4 2.5 4.0 Non-deductible officer's compensation 2.6 4.7 2.3 Change in enacted tax rates — (57.7 ) 0.1 Windfall deduction from equity compensation (4.7 ) (5.2 ) (4.9 ) Other (1.1 ) (0.1 ) (2.4 ) $ 51.3 $ (19.9 ) $ 50.7 |
Schedule of Components Deferred Tax Assets and Liabilities | Components of our deferred tax assets and liabilities were as follows: As of December 31, (in millions) 2018 2017 Deferred tax assets: Deferred compensation plans $ 5.8 $ 6.5 Deferred income 5.6 4.7 Allowance for uncollectible receivables 0.9 0.8 Deferred liabilities 2.2 2.1 Net operating losses and credit carryforward 3.7 5.1 Deferred tax assets 18.2 19.2 Valuation allowance (0.2 ) (0.2 ) Net deferred tax asset 18.0 19.0 Deferred tax liabilities: Intangible assets in excess of tax basis 49.3 29.2 Property and equipment in excess of tax basis 38.7 22.4 Equity investments in excess of tax basis 6.9 6.8 Other 1.3 1.2 Deferred tax liabilities 96.2 59.6 Net deferred tax liability $ (78.2 ) $ (40.6 ) |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in millions) 2018 2017 2016 Balance as of January 1 $ 2.9 $ 2.3 $ 1.8 Additions for tax positions related to the current year 0.1 0.5 0.5 Additions for tax positions of prior years 0.1 0.3 0.1 Reductions for tax positions of prior years (0.3 ) (0.2 ) (0.1 ) Balance as of December 31 $ 2.8 $ 2.9 $ 2.3 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Activity | A summary of the 2018 RSAs, RSUs, and PSUs granted to certain NEOs, employees, and directors is presented below (shares/units in thousands): Grant Year Award Type Number of Shares/Units Awarded (1) Vesting Terms 2018 RSA 56 Vest equally over three service periods ending in 2019, 2020, and 2021 2018 RSU 10 Vest over one service period ending in 2019 2018 RSU 48 Vest equally over three service periods ending in 2018, 2019, and 2020 2018 RSU 79 Vest equally over four service periods ending in 2022, 2023, 2024 and 2025 2018 PSU 49 Three year performance and service period ending in 2020 2018 PSU 207 Vest equally over four service periods ending in 2022, 2023, 2024 and 2025 and a three year TSR period ending in 2021 (1) PSUs presented are based on the target number of units for the original PSU grant. |
Activity for Awards Made Outside of Share-Based Compensation Plans | Activity for our RSAs, RSUs, and PSUs is presented below (shares/units in thousands): PSUs RSAs and RSUs Total (in thousands, except grant date values) Number of Shares/Units Weighted Average Grant Date Fair Value Number of Shares/Units Weighted Average Grant Date Fair Value Number of Shares/Units Weighted Average Grant Date Fair Value Balance as of December 31, 2015 51 $ 51.00 804 $ 23.99 855 $ 27.90 Granted 59 $ 47.01 188 $ 44.68 247 $ 45.24 Vested — $ — (501 ) $ 22.54 (501 ) $ 22.54 Canceled/forfeited — $ — (11 ) $ 29.64 (11 ) $ 29.64 Balance as of December 31, 2016 110 $ 48.86 480 $ 36.90 590 $ 37.23 Granted 65 $ 55.75 173 $ 52.31 238 $ 53.25 Performance adjustment (1) 45 $ 51.00 — $ — 45 $ 51.00 Vested (96 ) $ 51.00 (334 ) $ 36.79 (430 ) $ 39.98 Canceled/forfeited — $ — (3 ) $ 41.92 (3 ) $ 41.92 Balance as of December 31, 2017 124 $ 51.59 316 $ 45.51 440 $ 47.23 Granted 256 $ 68.32 193 $ 84.78 449 $ 75.39 Performance adjustment (1) 70 $ 47.01 — $ — 70 $ 47.01 Vested (129 ) $ 47.01 (217 ) $ 46.35 (346 ) $ 46.60 Canceled/forfeited — $ — (17 ) $ 54.49 (17 ) $ 54.49 Balance as of December 31, 2018 321 $ 65.77 275 $ 72.03 596 $ 68.66 (1) Adjustment to number of target units awarded for PSUs based on achievement of performance and TSR goals. |
Summary of Unrecognized Stock-based Compensation Expense | A summary of total unrecognized stock-based compensation expense related to RSAs, RSUs, and PSUs (based on current performance estimates), at December 31, 2018 is presented below: (in millions, except years) December 31, 2018 Weighted Average Remaining Vesting Period (Years) Unrecognized RSA expense $ 2.9 1.41 Unrecognized RSU expense 8.5 4.26 Unrecognized PSU expense 17.8 4.27 Total $ 29.2 3.99 |
Total Debt (Tables)
Total Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | The following table presents our total debt outstanding: As of December 31, 2018 (in millions) Outstanding Principal Issuance Costs and Fees Long-Term Debt, Net 2017 Credit Agreement: Term Loan B due 2024 $ 396.0 $ 4.7 $ 391.3 Revolving Credit Facility due 2022 — — — Swing line of credit — — — Total 2017 Credit Agreement 396.0 4.7 391.3 2028 Senior Notes 500.0 7.0 493.0 Total debt 896.0 11.7 884.3 Current maturities of long-term debt 4.0 — 4.0 Total debt, net of current maturities $ 892.0 $ 11.7 $ 880.3 As of December 31, 2017 (in millions) Outstanding Principal Issuance Costs and Fees Long-Term Debt, Net 2017 Credit Agreement: Term Loan B due 2024 $ 400.0 $ 5.1 $ 394.9 Revolving Credit Facility due 2022 239.0 — 239.0 Swing line of credit 3.0 — 3.0 Total 2017 Credit Agreement 642.0 5.1 636.9 2028 Senior Notes 500.0 7.7 492.3 Total debt 1,142.0 12.8 1,129.2 Current maturities of long-term debt 4.0 — 4.0 Total debt, net of current maturities $ 1,138.0 $ 12.8 $ 1,125.2 |
Schedule of Future Aggregate Maturities of Total Debt | Future aggregate maturities of total debt are as follows (in millions): Years Ended December 31, 2019 $ 4.0 2020 4.0 2021 4.0 2022 4.0 2023 4.0 Thereafter 876.0 Total $ 896.0 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable is comprised of the following: As of December 31, (in millions) 2018 2017 Trade receivables $ 6.0 $ 5.5 Kentucky Derby-related receivables 1.7 22.3 Simulcast and mobile and online wagering receivables 19.9 20.5 Other receivables 5.2 4.9 32.8 53.2 Allowance for doubtful accounts (4.0 ) (3.6 ) Total $ 28.8 $ 49.6 |
Investment In and Advances to U
Investment In and Advances to Unconsolidated Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Balance Sheet of Equity Method Investments | Summarized below is financial information for our equity investments: December 31, (in millions) 2018 2017 Assets Current assets $ 24.0 $ 64.5 Property and equipment, net 95.7 234.6 Other assets, net 106.7 236.5 Total assets $ 226.4 $ 535.6 Liabilities and Members' Equity Current liabilities $ 21.2 $ 100.3 Long-term debt — 110.1 Other liabilities — 0.1 Members' equity 205.2 325.1 Total liabilities and members' equity $ 226.4 $ 535.6 |
Income Statement of Equity Method Investments | Years Ended December 31, (in millions) 2018 2017 2016 Net revenue $ 367.2 $ 443.7 $ 347.4 Operating and SG&A expense 271.9 345.3 274.1 Depreciation and amortization 22.2 25.9 18.5 Operating income 73.1 72.5 54.8 Interest and other expense, net (6.3 ) (8.5 ) (6.9 ) Net income $ 66.8 $ 64.0 $ 47.9 |
Equity in Income of Unconsolidated Investments | Our accompanying consolidated statements of comprehensive income include our 50% share of MVG's net income as follows: Years Ended December 31, (in millions) 2018 2017 2016 Equity in income of unconsolidated investments $ 19.9 $ 16.7 $ 14.2 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Future Minimum Operating Lease Payments | Future minimum operating lease payments on non-cancelable leases, which are primarily related to buildings, are as follows (in millions): Years Ended December 31, 2019 $ 5.0 2020 4.5 2021 3.8 2022 3.1 2023 3.0 Thereafter 11.2 Total $ 30.6 |
Fair Value Of Assets And Liab_2
Fair Value Of Assets And Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements on a Recurring Basis | The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows: December 31, 2018 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 40.0 $ 40.0 $ 40.0 $ — $ — Financial liabilities: Term Loan B 391.3 396.0 — 396.0 — 2028 Senior Notes 493.0 452.4 — 452.4 — December 31, 2017 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 31.2 $ 31.2 $ 31.2 $ — $ — Financial liabilities: Term Loan B 394.9 400.0 — 400.0 — 2028 Senior Notes 492.3 496.8 — 496.8 — Revolver 239.0 239.0 — 239.0 — Swing line of credit 3.0 3.0 — 3.0 — |
Net Income Per Common Share C_2
Net Income Per Common Share Computations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Calculation | The following is a reconciliation of the numerator and denominator of the net income per common share computations: Years Ended December 31, (in millions, except per share data) 2018 2017 2016 Numerator for basic net income per common share: Net income from continuing operations $ 182.6 $ 122.4 $ 96.7 Net income from continuing operations allocated to participating securities — (0.1 ) (1.0 ) Net income from discontinued operations 170.2 18.1 11.4 Numerator for basic net income per common share $ 352.8 $ 140.4 $ 107.1 Numerator for diluted net income from continuing operations per common share $ 182.6 $ 122.4 $ 96.7 Numerator for diluted net income per common share $ 352.8 $ 140.5 $ 108.1 Denominator for net income per common share: Basic 41.3 47.2 49.3 Plus dilutive effect of stock awards 0.3 0.6 0.6 Plus dilutive effect of participating securities — 0.2 0.6 Diluted 41.6 48.0 50.5 Net income per common share data: Basic Continuing operations $ 4.42 $ 2.59 $ 1.94 Discontinued operations $ 4.12 $ 0.38 $ 0.23 Net income per common share - basic $ 8.54 $ 2.97 $ 2.17 Diluted Continuing operations $ 4.39 $ 2.55 $ 1.92 Discontinued operations $ 4.09 $ 0.37 $ 0.22 Net income per common share - diluted $ 8.48 $ 2.92 $ 2.14 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 operating segments, Adjusted EBITDA by segment and reconciles comprehensive income to Adjusted EBITDA: Years Ended December 31, (in millions) 2018 2017 2016 Net revenue from external customers: Racing: Churchill Downs $ 181.0 $ 161.3 $ 155.2 Arlington 55.0 57.2 55.3 Fair Grounds 35.8 36.3 38.0 Calder Racing 2.5 2.5 2.6 Total Racing 274.3 257.3 251.1 Online Wagering 290.2 255.6 221.6 Casino: Oxford 102.0 90.8 84.6 Calder 96.1 85.4 79.1 Fair Grounds Slots and VSI 81.9 74.8 73.8 Riverwalk 54.5 48.2 46.1 Harlow’s 50.2 50.0 48.4 Ocean Downs 25.9 — — Saratoga 0.6 1.3 0.8 Total Casino 411.2 350.5 332.8 Other Investments 33.3 19.2 16.9 Net revenue from external customers $ 1,009.0 $ 882.6 $ 822.4 Intercompany net revenue: Racing: Churchill Downs $ 12.7 $ 11.4 $ 10.0 Arlington 6.7 6.3 5.5 Fair Grounds 1.6 1.6 1.5 Calder Racing 0.1 — — Total Racing 21.1 19.3 17.0 Online Wagering 1.3 1.1 1.3 Other Investments 4.5 4.5 3.9 Eliminations (26.9 ) (24.9 ) (22.2 ) Intercompany net revenue $ — $ — $ — |
Schedule of Segment Reporting Information | Adjusted EBITDA by segment is comprised of the following: Year Ended December 31, 2018 (in millions) Racing Online Wagering Casino Other Investments Corporate Net revenue $ 295.4 $ 291.5 $ 411.2 $ 37.8 $ — Taxes & purses (67.3 ) (15.2 ) (139.9 ) (4.3 ) — Marketing & advertising (6.5 ) (6.0 ) (14.7 ) (1.0 ) — Salaries & benefits (44.0 ) (9.2 ) (58.5 ) (15.0 ) — Content expense (14.4 ) (152.0 ) (0.3 ) — — SG&A expense (17.8 ) (12.1 ) (26.1 ) (5.3 ) (11.0 ) Other operating expense (53.6 ) (24.2 ) (45.5 ) (7.0 ) (0.4 ) Other income 0.6 — 43.3 0.1 0.2 Adjusted EBITDA $ 92.4 $ 72.8 $ 169.5 $ 5.3 $ (11.2 ) Year Ended December 31, 2017 (in millions) Racing Online Wagering Casino Other Investments Corporate (a) Net revenue $ 276.6 $ 256.7 $ 350.5 $ 23.7 $ — Taxes & purses (65.4 ) (14.7 ) (117.0 ) — — Marketing & advertising (4.9 ) (8.2 ) (12.1 ) — — Salaries & benefits (41.7 ) (9.9 ) (53.2 ) (12.0 ) — Content expense (15.2 ) (125.0 ) — — — SG&A expense (16.8 ) (12.4 ) (22.6 ) (3.3 ) (12.2 ) Other operating expense (48.9 ) (22.1 ) (41.6 ) (5.1 ) (0.5 ) Other income 0.8 — 42.0 0.4 0.3 Adjusted EBITDA $ 84.5 $ 64.4 $ 146.0 $ 3.7 $ (12.4 ) Year Ended December 31, 2016 (in millions) Racing Online Wagering Casino Other Investments Corporate (a) Net revenue $ 268.1 $ 222.9 $ 332.8 $ 20.8 $ — Taxes & purses (64.2 ) (11.6 ) (110.9 ) — — Marketing & advertising (4.6 ) (6.3 ) (12.7 ) — — Salaries & benefits (40.9 ) (9.4 ) (50.8 ) (10.9 ) — Content expense (15.6 ) (107.6 ) — — — SG&A expense (16.2 ) (12.0 ) (21.2 ) (3.4 ) (11.7 ) Other operating expense (47.4 ) (19.8 ) (39.1 ) (4.1 ) (0.6 ) Other income 0.5 — 27.7 0.3 0.2 Adjusted EBITDA $ 79.7 $ 56.2 $ 125.8 $ 2.7 $ (12.1 ) (a) The Corporate segment includes corporate and other certain expenses of $3.6 million in 2017 and $3.1 million in 2016 that have not been allocated to Big Fish Games as a result of the Big Fish Transaction and the Big Fish Games segment reported as held for sale and discontinued operations in the accompanying consolidated financial statements and these notes. The table below presents information about earnings (losses) from equity investments, net included in our reported segments: Years Ended December 31, (in millions) 2018 2017 2016 Casino $ 29.4 $ 25.3 $ 17.4 Other Investments 0.2 0.2 — $ 29.6 $ 25.5 $ 17.4 Years Ended December 31, (in millions) 2018 2017 2016 Reconciliation of Comprehensive Income to Adjusted EBITDA: Comprehensive income $ 353.2 $ 140.4 $ 107.5 Foreign currency translation, net of tax (0.6 ) 0.1 (0.2 ) Change in pension benefits, net of tax 0.2 — 0.8 Net income 352.8 140.5 108.1 Income from discontinued operations, net of tax (170.2 ) (18.1 ) (11.4 ) Income from continuing operations, net of tax 182.6 122.4 96.7 Additions: Depreciation and amortization 63.6 56.0 58.4 Interest expense 40.1 49.3 43.7 Loss on extinguishment of debt — 20.7 — Income tax provision (benefit) 51.3 (19.9 ) 50.7 EBITDA $ 337.6 $ 228.5 $ 249.5 Adjustments to EBITDA: Selling, general and administrative: Stock-based compensation expense $ 17.7 $ 16.0 $ 13.3 Other, net (0.6 ) 0.5 2.5 Pre-opening expense 4.8 0.5 — Other income, expense: Interest, depreciation and amortization expense related to equity investments 13.9 16.7 10.0 Other charges and recoveries, net — — 0.5 Gain on Ocean Downs/Saratoga transaction (54.9 ) — — Transaction expense, net 10.3 2.3 0.2 Impairment of tangible and other intangible assets — 21.7 — Gain on Calder land sale — — (23.7 ) Total adjustments to EBITDA (8.8 ) 57.7 2.8 Adjusted EBITDA $ 328.8 $ 286.2 $ 252.3 Adjusted EBITDA by segment: Racing $ 92.4 $ 84.5 $ 79.7 Online Wagering 72.8 64.4 56.2 Casino 169.5 146.0 125.8 Other Investments 5.3 3.7 2.7 Corporate (a) (11.2 ) (12.4 ) (12.1 ) Adjusted EBITDA $ 328.8 $ 286.2 $ 252.3 (a) The Corporate segment includes corporate and other certain expenses of $3.6 million in 2017 and $3.1 million in 2016 that have not been allocated to Big Fish Games as a result of the Big Fish Transaction and the Big Fish Games segment reported as held for sale and discontinued operations in the accompanying consolidated financial statements and these notes. |
Schedule of Total Assets and Capital Expenditures by Operating Segment | The table below presents total asset information for each of our operating segments, as well as Big Fish Games, which is no longer reported as an operating segment but is presented as a discontinued operation: As of December 31, (in millions) 2018 2017 Total assets: Racing $ 498.9 $ 483.0 Online Wagering 222.8 215.9 Casino 774.1 679.6 Other Investments 78.9 15.2 Corporate 150.5 73.2 Big Fish Games (discontinued operation) — 892.5 $ 1,725.2 $ 2,359.4 The table below presents total capital expenditures for each of our operating segments, as well as Big Fish Games, which is no longer reported as an operating segment but is presented as a discontinued operation: Years Ended December 31, (in millions) 2018 2017 2016 Capital expenditures: Racing $ 59.9 $ 57.8 $ 26.1 Online Wagering 9.7 9.0 7.0 Casino 15.9 37.5 13.9 Other Investments 61.7 3.4 1.0 Corporate 2.2 1.3 1.2 Big Fish Games (discontinued operation) — 7.9 5.5 $ 149.4 $ 116.9 $ 54.7 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Results of Operations | (in millions, except per common share data) Year Ended December 31, 2018 First Quarter (a) Second Quarter Third Quarter (b) Fourth Quarter Net revenues $ 189.3 $ 379.4 $ 221.3 $ 219.0 Operating income 19.7 136.6 20.5 12.0 Income from continuing operations, net of tax 14.1 103.2 58.0 7.3 Income (loss) from discontinued operations, net of tax 167.9 (0.1 ) (1.7 ) 4.1 Net income (loss) per common share - basic (d) : Continuing operations $ 0.33 $ 2.54 $ 1.43 $ 0.18 Discontinued operations $ 3.88 $ — $ (0.04 ) $ 0.10 Net income per common share - basic $ 4.21 $ 2.54 $ 1.39 $ 0.28 Net income (loss) per common share - diluted (d) : Continuing operations $ 0.32 $ 2.52 $ 1.42 $ 0.18 Discontinued operations $ 3.86 $ — $ (0.04 ) $ 0.10 Net income per common share - diluted $ 4.18 $ 2.52 $ 1.38 $ 0.28 (in millions, except per common share data) Year Ended December 31, 2017 First Quarter Second Quarter Third Quarter Fourth Quarter (c) Net revenues $ 167.5 $ 339.3 $ 196.9 $ 178.9 Operating income (loss) 8.4 123.3 26.8 (12.8 ) Income from continuing operations, net of tax 2.2 72.9 12.9 34.4 Income from discontinued operations, net of tax 5.1 5.4 3.8 3.8 Net income per common share - basic (d) : Continuing operations $ 0.04 $ 1.50 $ 0.28 $ 0.75 Discontinued operations 0.11 0.11 0.08 0.08 Net income per common share - basic $ 0.15 $ 1.61 $ 0.36 $ 0.83 Net income per common share - diluted (d) : Continuing operations $ 0.04 $ 1.49 $ 0.28 $ 0.74 Discontinued operations 0.10 0.11 0.08 0.08 Net income per common share - diluted $ 0.14 $ 1.60 $ 0.36 $ 0.82 (a) First quarter of 2018 includes a $219.5 million gain on the Big Fish Games Transaction, which is included as a discontinued operation. (b) Third quarter of 2018 includes a $54.9 million gain on the Ocean Downs/Saratoga Transaction. (c) Fourth quarter of 2017 includes a $21.7 million impairment of tangible and intangible assets and a $20.7 million loss on extinguishment of debt. Additionally, fourth quarter of 2017 includes a $57.7 million income tax benefit resulting primarily from the re-measurement of our net deferred tax liabilities as a result of the Tax Act. (d) Net income per common share calculations for each quarter are based on the weighted average number of shares outstanding during the respective period. Accordingly, the sum of the quarters may not equal the full-year income (loss) per share. |
Description of Business - Addit
Description of Business - Additional Information (Details) $ in Millions | Oct. 31, 2018 | Jul. 16, 2018 | Jan. 09, 2018USD ($) | Aug. 31, 2018casino | Dec. 31, 2018USD ($)stategaming_location | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2012 |
Variable Interest Entity [Line Items] | ||||||||
Number of gaming locations | gaming_location | 9,500 | |||||||
Number of states with gaming positions | state | 7 | |||||||
Proceeds from sale of Big Fish Games | $ 970.7 | $ 970.7 | $ 0 | $ 0 | ||||
Online real-money sports betting and iGaming agreement term | 15 years | |||||||
Stock split, conversion ratio | 3 | |||||||
Ocean Downs and Racing Services | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.00% | 100.00% | ||||||
Saratoga Casino Holdings LLC | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Equity method investment, ownership percentage | 25.00% | |||||||
Miami Valley Gaming LLC | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||||||
Miami Valley Gaming LLC | Casino | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Equity method investment, ownership percentage | 50.00% | |||||||
Big Fish Games | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Proceeds from sale of Big Fish Games | $ 990 | |||||||
MISSISSIPPI | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of casinos | casino | 2 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Grandstands and buildings | Minimum | |||
Variable Interest Entity [Line Items] | |||
Property, plant, and equipment, useful life | 10 years | ||
Grandstands and buildings | Maximum | |||
Variable Interest Entity [Line Items] | |||
Property, plant, and equipment, useful life | 40 years | ||
Equipment | Minimum | |||
Variable Interest Entity [Line Items] | |||
Property, plant, and equipment, useful life | 2 years | ||
Equipment | Maximum | |||
Variable Interest Entity [Line Items] | |||
Property, plant, and equipment, useful life | 10 years | ||
Furniture and fixtures | Minimum | |||
Variable Interest Entity [Line Items] | |||
Property, plant, and equipment, useful life | 2 years | ||
Furniture and fixtures | Maximum | |||
Variable Interest Entity [Line Items] | |||
Property, plant, and equipment, useful life | 10 years | ||
Tracks and other improvements | Minimum | |||
Variable Interest Entity [Line Items] | |||
Property, plant, and equipment, useful life | 10 years | ||
Tracks and other improvements | Maximum | |||
Variable Interest Entity [Line Items] | |||
Property, plant, and equipment, useful life | 20 years | ||
Internally developed and purchased third party software | |||
Variable Interest Entity [Line Items] | |||
Capitalized computer software developed or acquired for internal use | $ 9.7 | $ 7.2 | $ 6.7 |
Capitalized computer software developed or acquired for internal use, amortization expense | $ 7.3 | 6.3 | 6 |
Internally developed and purchased third party software | Maximum | |||
Variable Interest Entity [Line Items] | |||
Property, plant, and equipment, useful life | 3 years | ||
Continuing Operations | |||
Variable Interest Entity [Line Items] | |||
Advertising and marketing expense | $ 28.7 | $ 24.8 | $ 23.1 |
Significant Accounting Polici_5
Significant Accounting Policies - Balance Sheet Impact of New Accounting Pronouncements (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
ASSETS | |||
Accounts receivable, net | $ 28.8 | $ 27.8 | $ 49.6 |
Income taxes receivable | 17 | 31.5 | 35.6 |
Current assets of discontinued operations held for sale | 0 | 69.8 | 69.1 |
Other assets | 16.1 | 12.5 | 13.6 |
LIABILITIES | |||
Accrued expense | 89.8 | 76.6 | 75.8 |
Current deferred revenue | 47.9 | 52 | 70.9 |
Current liabilities of discontinued operations held for sale | 0 | 149.4 | 188.2 |
Non-current deferred revenue | 21.1 | 24.8 | 29.3 |
Deferred income taxes | 78.2 | 40.5 | 40.6 |
Non-current liabilities of discontinued operations held for sale | 0 | 60.3 | 54.8 |
SHAREHOLDERS' EQUITY | |||
Retained earnings | 474.2 | 664 | $ 634.3 |
Balances without Adoption of ASC 606 | |||
ASSETS | |||
Accounts receivable, net | 53.7 | ||
Other assets | 16.7 | ||
LIABILITIES | |||
Accrued expense | 88.8 | ||
Current deferred revenue | 70.1 | ||
Non-current deferred revenue | 25.2 | ||
Deferred income taxes | 78 | ||
SHAREHOLDERS' EQUITY | |||
Retained earnings | 474.6 | ||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||
ASSETS | |||
Accounts receivable, net | (24.9) | (21.8) | |
Income taxes receivable | (4.1) | ||
Current assets of discontinued operations held for sale | 0.7 | ||
Other assets | (0.6) | (1.1) | |
LIABILITIES | |||
Accrued expense | 1 | 0.8 | |
Current deferred revenue | (22.2) | (18.9) | |
Current liabilities of discontinued operations held for sale | (38.8) | ||
Non-current deferred revenue | (4.1) | (4.5) | |
Deferred income taxes | 0.2 | (0.1) | |
Non-current liabilities of discontinued operations held for sale | 5.5 | ||
SHAREHOLDERS' EQUITY | |||
Retained earnings | $ (0.4) | $ 29.7 |
Significant Accounting Polici_6
Significant Accounting Policies - Cash Flow Impact of New Accounting Pronouncements (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net cash provided by operating activities | $ 197.8 | $ 215.1 | $ 231.4 | |
Cash, cash equivalents and restricted cash | 85.5 | 83 | $ 104.2 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 2 | (21.2) | ||
Effect of exchange rate changes on cash | $ (0.8) | 0.5 | 0 | |
As Previously Reported | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net cash provided by operating activities | 218.2 | 226.8 | ||
Cash, cash equivalents and restricted cash | 54.3 | 48.7 | 74.5 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 5.1 | (25.8) | ||
Effect of exchange rate changes on cash | 0.5 | 0 | ||
Adoption of ASU 2016-18 | Restatement Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net cash provided by operating activities | (3.1) | 4.6 | ||
Cash, cash equivalents and restricted cash | 31.2 | 34.3 | $ 29.7 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (3.1) | 4.6 | ||
Effect of exchange rate changes on cash | $ 0 | $ 0 |
Acquisitions - Ocean Downs (Det
Acquisitions - Ocean Downs (Details) - USD ($) $ in Millions | Sep. 04, 2018 | Aug. 31, 2018 | Jul. 16, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 30, 2018 |
Business Acquisition [Line Items] | |||||||||
Online real-money sports betting and iGaming agreement term | 15 years | ||||||||
Gain on Ocean Downs/Saratoga transaction | $ 54.9 | $ 54.9 | $ 0 | $ 0 | |||||
Cash acquired in the acquisition | $ 13.1 | ||||||||
Repayments of assumed debt | $ 54.7 | 54.7 | 0 | $ 0 | |||||
Goodwill | 20.4 | 16.1 | |||||||
Ocean Downs deferred tax liability | $ 12.6 | ||||||||
Revenue since date of acquisition | $ 25.9 | ||||||||
Ocean Downs and Racing Services | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity method investment, ownership percentage | 100.00% | 50.00% | |||||||
Ocean Downs LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity method investment, ownership percentage | 62.50% | ||||||||
Equity method investment, amount | $ 80.5 | ||||||||
Saratoga New York And Saratoga Colorado | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity method investment, ownership percentage | 25.00% | ||||||||
Equity method investment, amount | 47.8 | ||||||||
Casino | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 20.4 | $ 20.4 | $ 0 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) | Jan. 09, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 29, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of Big Fish Games | $ 970,700,000 | $ 970,700,000 | $ 0 | $ 0 | |
Carrying Value of Disposal Group | 751,200,000 | ||||
Working capital adjustments | 5,200,000 | ||||
Transaction expense, net | 14,100,000 | ||||
Gain on sale of Big Fish Games | 219,500,000 | ||||
Income tax provision on gain from sale of business | 51,200,000 | ||||
After tax gain | 168,300,000 | ||||
Big Fish Games | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of Big Fish Games | $ 990,000,000 | ||||
Big Fish Games | Discontinued Operations, Held-for-sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Transaction expense, net | 4,700,000 | 5,800,000 | |||
Gain on sale of Big Fish Games | 0 | 0 | |||
Previously recognized compensation expense | $ 0 | ||||
Compensation expense recognized due to acceleration of vesting | 3,400,000 | ||||
Stock-based compensation expense | $ 3,400,000 | 11,100,000 | 5,600,000 | ||
Increase in fair values of Big Fish Games deferred payment and earnout liability | $ 1,100,000 | $ 5,700,000 |
Acquisitions - Summary of Asset
Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Current assets | $ 1.9 | ||
Property and equipment | 57.4 | ||
Goodwill | $ 20.4 | $ 16.1 | |
Intangible assets | 95.4 | ||
Current liabilities | (5.2) | ||
Debt | (54.7) | ||
Assets acquired and liabilities assumed | 115.2 | ||
Casino | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 20.4 | $ 20.4 | $ 0 |
Discontinued Operations - Major
Discontinued Operations - Major Classes of Assets and Liabilities Derecognized (Details) $ in Millions | Jan. 09, 2018USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Carrying Value of Disposal Group | $ 751.2 |
Big Fish Games | Discontinued Operations, Disposed of by Sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash and cash equivalents | 0.3 |
Accounts receivable | 34.7 |
Game software development, net | 6.7 |
Other current assets | 17 |
Property and equipment, net | 17.8 |
Game software development, net | 13.8 |
Goodwill | 530.7 |
Other intangible assets, net | 238.4 |
Other assets | 24 |
Accounts payable | (8.5) |
Accrued expense | (22.6) |
Deferred revenue | (44.2) |
Deferred income taxes | (52) |
Other liabilities | (4.9) |
Carrying Value of Disposal Group | $ 751.2 |
Acquisitions - Summary of Intan
Acquisitions - Summary of Intangible Assets Acquired (Details) $ in Millions | Aug. 31, 2018USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 95.4 |
Gaming rights | |
Business Acquisition [Line Items] | |
Intangible assets | 87 |
Trademark | |
Business Acquisition [Line Items] | |
Intangible assets | 8.3 |
Other | |
Business Acquisition [Line Items] | |
Intangible assets | $ 0.1 |
Weighted-Average Useful Life | 1 year 3 months 18 days |
Discontinued Operations Discont
Discontinued Operations Discontinued Operations - Major Class of Assets and Liabilities Held for Sale (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Current assets: | |||
Current assets of discontinued operations held for sale | $ 0 | $ 69.8 | $ 69.1 |
Long-term assets of discontinued operations held for sale | 0 | 823.4 | |
Current liabilities: | |||
Current liabilities of discontinued operations held for sale | 0 | 149.4 | 188.2 |
Non-current liabilities of discontinued operations held for sale | $ 0 | $ 60.3 | 54.8 |
Big Fish Games | Discontinued Operations, Held-for-sale | |||
Current assets: | |||
Cash and cash equivalents | 2.6 | ||
Accounts receivable | 42.9 | ||
Game software development, net | 6.9 | ||
Other current assets | 16.7 | ||
Current assets of discontinued operations held for sale | 69.1 | ||
Property and equipment, net | 16.4 | ||
Game software development, net | 13.5 | ||
Goodwill | 530.7 | ||
Other intangible assets, net | 238.8 | ||
Other assets | 24 | ||
Long-term assets of discontinued operations held for sale | 823.4 | ||
Total assets | 892.5 | ||
Current liabilities: | |||
Accounts payable | 5.5 | ||
Accrued expense | 35 | ||
Deferred revenue | 85.1 | ||
Big Fish Games deferred payment | 28.4 | ||
Big Fish Games earnout liability | 34.2 | ||
Current liabilities of discontinued operations held for sale | 188.2 | ||
Deferred income taxes | 47.6 | ||
Other liabilities | 7.2 | ||
Non-current liabilities of discontinued operations held for sale | 54.8 | ||
Total liabilities | $ 243 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Ocean Downs and Racing Services | |||
Business Acquisition [Line Items] | |||
Net revenue | $ 1,065.4 | $ 947.2 | $ 884.8 |
Presque Isle Downs & Casino | |||
Business Acquisition [Line Items] | |||
Net revenue | $ 1,150.8 | $ 1,020.5 | $ 964.5 |
Discontinued Operations - Incom
Discontinued Operations - Income (Loss) From Discontinued Operations (Details) - USD ($) $ in Millions | Jan. 09, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Transaction expense, net | $ 14.1 | |||
Gain on sale of Big Fish Games | $ 219.5 | |||
Big Fish Games | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenue | $ 13.2 | |||
Operating expenses | 8.4 | |||
Selling, general and administrative expense | 6 | |||
Research and development | 0.9 | |||
Transaction expense, net | 0 | |||
Total operating expense | 15.3 | |||
Operating (loss) income | (2.1) | |||
Gain on sale of Big Fish Games | 219.5 | |||
Other expense | 0.1 | |||
Total other income (loss) | 219.6 | |||
Income from discontinued operations before provision for income taxes | 217.5 | |||
Income tax provision | (47.3) | |||
Income from discontinued operations, net of tax | $ 170.2 | |||
Big Fish Games | Discontinued Operations, Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenue | $ 466 | $ 486.2 | ||
Operating expenses | 369 | 398.9 | ||
Selling, general and administrative expense | 27.8 | 20.9 | ||
Research and development | 39.6 | 39 | ||
Transaction expense, net | 4.7 | 5.8 | ||
Total operating expense | 441.1 | 464.6 | ||
Operating (loss) income | 24.9 | 21.6 | ||
Gain on sale of Big Fish Games | 0 | 0 | ||
Other expense | (1.7) | (0.9) | ||
Total other income (loss) | (1.7) | (0.9) | ||
Income from discontinued operations before provision for income taxes | 23.2 | 20.7 | ||
Income tax provision | (5.1) | (9.3) | ||
Income from discontinued operations, net of tax | $ 18.1 | $ 11.4 |
Acquisitions - Presque Isle and
Acquisitions - Presque Isle and Lady Luck Nemacolin (Details) - USD ($) | Jul. 06, 2018 | Feb. 28, 2018 | Dec. 31, 2018 |
Presque Isle Downs & Casino And Lady Luck Casino | |||
Business Acquisition [Line Items] | |||
Payments to acquire business | $ 229,500,000 | ||
Termination fee | $ 5,000,000 | ||
Lady Luck Nemacolin | |||
Business Acquisition [Line Items] | |||
Payments to acquire business | $ 100,000 | ||
Presque Isle Downs & Casino | |||
Business Acquisition [Line Items] | |||
Payments to acquire business | $ 178,900,000 |
Discontinued Operations - Fair
Discontinued Operations - Fair Value of Liabilities (Details) - Big Fish Games - Discontinued Operations, Held-for-sale $ in Millions | Dec. 31, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Liabilities measured at fair value on a recurring basis | $ 62.6 |
Deferred Payments | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Liabilities measured at fair value on a recurring basis | 28.4 |
Earnout Liability | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Liabilities measured at fair value on a recurring basis | $ 34.2 |
Acquisitions - Pending Acquisit
Acquisitions - Pending Acquisition of Certain Ownership Interests of Midwest Gaming Holdings, LLC (Details) - USD ($) $ in Millions | Oct. 31, 2018 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||
Proceeds from new credit facilities | $ 300 | |
Clairvest Group Inc. | Midwest Gaming Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Voting interests acquired | 100.00% | |
Payments to acquire business | $ 291 | |
Scenario, Forecast | Clairvest Group Inc. | Midwest Gaming Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Voting interests acquired | 42.00% | |
Payments to acquire business | $ 407 | |
Ownership percentage | 62.00% |
Discontinued Operations - Chang
Discontinued Operations - Change in Fair Value of Liabilities (Details) - Big Fish Games - Discontinued Operations, Held-for-sale $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of December 31, 2017 | $ 62.6 |
Payments | (62.6) |
Balance as of December 31, 2018 | 0 |
Deferred Payments | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of December 31, 2017 | 28.4 |
Payments | (28.4) |
Balance as of December 31, 2018 | 0 |
Earnout Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of December 31, 2017 | 34.2 |
Payments | (34.2) |
Balance as of December 31, 2018 | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,317.2 | $ 1,122.1 |
Accumulated depreciation | (559.7) | (514.1) |
Total | 757.5 | 608 |
Grandstands and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 532.8 | 439.8 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 356.3 | 286.7 |
Tracks and other improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 207.3 | 177.9 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 140.5 | 131.7 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 73.3 | 62.5 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7 | $ 23.5 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2016USD ($)a | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 57.6 | $ 49.1 | $ 49.1 | ||
Area of land sold | a | 61 | ||||
Gain on sale of land | $ 0 | $ 0 | $ 23.7 | ||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from sale of land held-for-use | $ 25.6 | ||||
Gain on sale of land | $ 23.7 | ||||
Online Wagering | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-lived asset impairment | $ 13.7 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Millions | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill [Roll Forward] | |||
Balance, beginning of period | $ 317.6 | $ 301.5 | |
Additions | 20.4 | 16.1 | |
Balance, end of period | 338 | 317.6 | |
Racing | |||
Goodwill [Roll Forward] | |||
Balance, beginning of period | 51.7 | 51.7 | |
Additions | 0 | 0 | |
Balance, end of period | 51.7 | 51.7 | |
Online Wagering | |||
Goodwill [Roll Forward] | |||
Balance, beginning of period | 148.2 | 132.1 | |
Additions | 0 | 16.1 | |
Balance, end of period | 148.2 | 148.2 | |
Casino | |||
Goodwill [Roll Forward] | |||
Balance, beginning of period | 117.7 | 117.7 | |
Additions | $ 20.4 | 20.4 | 0 |
Balance, end of period | $ 138.1 | $ 117.7 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Millions | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | |||
Additions | $ 20.4 | $ 16.1 | |
Casino | |||
Goodwill [Line Items] | |||
Additions | $ 20.4 | 20.4 | 0 |
Online Wagering | |||
Goodwill [Line Items] | |||
Additions | 0 | 16.1 | |
Ocean Downs and Racing Services | Casino | |||
Goodwill [Line Items] | |||
Additions | $ 20.4 | ||
BetAmerica Corporation | Online Wagering | |||
Goodwill [Line Items] | |||
Additions | $ 16.1 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 32.1 | $ 39.8 |
Accumulated Amortization | (14.1) | (20.6) |
Net Carrying Amount | 18 | 19.2 |
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Indefinite-lived intangible assets (excluding goodwill) | 264 | 169.4 |
Trademarks | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Indefinite-lived intangible assets (excluding goodwill) | 29.5 | 21.2 |
Gaming rights | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Indefinite-lived intangible assets (excluding goodwill) | 216.4 | 128.9 |
Other | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Indefinite-lived intangible assets (excluding goodwill) | 0.1 | 0.1 |
Favorable contracts | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 11 | 11 |
Accumulated Amortization | (7.5) | (6.8) |
Net Carrying Amount | 3.5 | 4.2 |
Other | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 9.5 | 7.1 |
Accumulated Amortization | (2.3) | (1.5) |
Net Carrying Amount | 7.2 | 5.6 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 6.4 | 16.7 |
Accumulated Amortization | (2.5) | (10.6) |
Net Carrying Amount | 3.9 | 6.1 |
Gaming licenses | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 5.2 | 5 |
Accumulated Amortization | (1.8) | (1.7) |
Net Carrying Amount | $ 3.4 | $ 3.3 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets (excluding goodwill) | $ 169.4 | $ 264 | $ 169.4 | |
Definite lived intangible assets | 19.2 | 18 | 19.2 | |
Amortization of definite-lived intangible assets | 6 | 6.8 | $ 9.4 | |
Additional payments not included in future estimated amortization expense | 2.3 | |||
Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lived intangible assets | 6.1 | 3.9 | 6.1 | |
Other | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lived intangible assets | 5.6 | 7.2 | 5.6 | |
Calder Racing | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 2.3 | 2.3 | ||
Gaming rights | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets (excluding goodwill) | 128.9 | 216.4 | 128.9 | |
Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets (excluding goodwill) | 21.2 | 29.5 | 21.2 | |
Illinois Horseracing Equity Trust | Racing | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of indefinite lived intangible assets | 3.3 | |||
Ocean Downs and Racing Services | Other | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lived intangible assets | 2.3 | |||
Ocean Downs and Racing Services | Gaming rights | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets (excluding goodwill) | 87 | |||
Ocean Downs and Racing Services | Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets (excluding goodwill) | 8.3 | |||
Derby City Gaming | Other | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lived intangible assets | $ 0.1 | |||
BetAmerica Corporation | Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 4.7 | |||
BetAmerica Corporation | Other | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | $ 3.4 | |||
Bluff Media | Online Wagering | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets (excluding goodwill) | 4.7 | |||
Bluff Media | Online Wagering | Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of definite lived intangible assets | 0.2 | |||
Bluff Media | Trademarks | Online Wagering | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of indefinite lived intangible assets | $ 4.5 |
Other Intangible Assets - Sch_2
Other Intangible Assets - Schedule of Future Estimated Amortization Expense (Details) $ in Millions | Dec. 31, 2018USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2,019 | $ 3.3 |
2,020 | 1.9 |
2,021 | 1.8 |
2,022 | 1.8 |
2,023 | $ 1.8 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current provision: | |||
Federal | $ 10.1 | $ 29.5 | $ 33.6 |
State and local | 3.8 | 3 | 3.3 |
Current income tax expense (benefit) | 13.9 | 32.5 | 36.9 |
Deferred provision (benefit): | |||
Federal | 35 | (53) | 12.7 |
State and local | 2.5 | 0.8 | 1.1 |
Foreign | (0.1) | (0.2) | 0 |
Deferred income tax expense (benefit) | 37.4 | (52.4) | 13.8 |
Income tax expense (benefit) | $ 51.3 | $ (19.9) | $ 50.7 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income from Operations Before Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 234.2 | $ 102.2 | $ 146.4 |
Foreign | (0.3) | 0.3 | 1 |
Income from continuing operations before provision for income taxes | $ 233.9 | $ 102.5 | $ 147.4 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Amount Computed by Applying the Federal Statutory Income Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
Federal statutory tax on earnings before income taxes | $ 49.1 | $ 35.9 | $ 51.6 |
State income taxes, net of federal income tax benefit | 5.4 | 2.5 | 4 |
Non-deductible officer's compensation | 2.6 | 4.7 | 2.3 |
Change in enacted tax rates | 0 | (57.7) | 0.1 |
Windfall deduction from equity compensation | (4.7) | (5.2) | (4.9) |
Other | (1.1) | (0.1) | (2.4) |
Income tax expense (benefit) | $ 51.3 | $ (19.9) | $ 50.7 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||||
Change in tax rate income tax expense (benefit) | $ 56.9 | |||
Transition tax for accumulated foreign earnings, income tax expense (benefit) | 0.8 | |||
Non-deductible officer's compensation provisional income tax expense | 5.6 | |||
Tax depreciation provisional income tax benefit | 19.7 | |||
Unrecognized tax benefits | $ 2.9 | $ 2.8 | $ 2.3 | $ 1.8 |
Interest | 0.1 | |||
Unrecognized tax benefits that would impact effective tax rate | 2.7 | |||
Anticipated decrease in unrecognized tax positions | 0.5 | |||
Federal | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | 4.6 | |||
State | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | 1.2 | |||
Operating loss carryforwards, valuation allowance | $ 0.2 |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Deferred compensation plans | $ 5.8 | $ 6.5 |
Deferred income | 5.6 | 4.7 |
Allowance for uncollectible receivables | 0.9 | 0.8 |
Deferred liabilities | 2.2 | 2.1 |
Net operating losses and credit carryforward | 3.7 | 5.1 |
Deferred tax assets | 18.2 | 19.2 |
Valuation allowance | (0.2) | (0.2) |
Net deferred tax asset | 18 | 19 |
Deferred tax liabilities: | ||
Intangible assets in excess of tax basis | 49.3 | 29.2 |
Property and equipment in excess of tax basis | 38.7 | 22.4 |
Equity investments in excess of tax basis | 6.9 | 6.8 |
Other | 1.3 | 1.2 |
Deferred tax liabilities | 96.2 | 59.6 |
Net deferred tax liability | $ (78.2) | $ (40.6) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit, beginning of period | $ 2.9 | $ 2.3 | $ 1.8 |
Additions for tax positions related to the current year | 0.1 | 0.5 | 0.5 |
Additions for tax positions of prior years | 0.1 | 0.3 | 0.1 |
Reductions for tax positions of prior years | (0.3) | (0.2) | (0.1) |
Unrecognized tax benefit, end of period | $ 2.8 | $ 2.9 | $ 2.3 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | Jun. 09, 2017 | Feb. 12, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 30, 2018 | Oct. 29, 2018 | Nov. 29, 2017 | Apr. 25, 2017 | Feb. 29, 2016 | Feb. 24, 2016 | Dec. 31, 2015 |
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Authorized stock repurchase amount | $ 250,000,000 | $ 150,000,000 | $ 150,000,000 | $ 150,000,000 | ||||||||
Remaining unused authorization for stock repurchase program | $ 122,400,000 | $ 78,300,000 | $ 114,600,000 | $ 11,900,000 | ||||||||
Stock repurchased during period (in shares) | 635,370 | |||||||||||
Stock repurchased and retired during period, value | $ 27,600,000 | |||||||||||
Repurchase aggregate cost | $ 549,500,000 | $ 190,900,000 | $ 39,000,000 | |||||||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 50,000,000 | ||||||||
The Duchossois Group | ||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Stock repurchased during period (in shares) | 3,000,000 | 3,000,000 | ||||||||||
Stock repurchased and retired during period, value | $ 158,800,000 | |||||||||||
Repurchase price (in dollars per share) | $ 52.93 | |||||||||||
April 2017 Stock Repurchase Program | ||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Remaining unused authorization for stock repurchase program | $ 78,300,000 | |||||||||||
Stock repurchased during period (in shares) | 3,231,087 | |||||||||||
Stock repurchased and retired during period, value | $ 171,700,000 | |||||||||||
Tender Offer | ||||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||||
Authorized stock repurchase amount | $ 500,000,000 | |||||||||||
Stock repurchased during period (in shares) | 5,660,376 | |||||||||||
Repurchase price (in dollars per share) | $ 88.33 | |||||||||||
Repurchase aggregate cost | $ 500,000,000 | |||||||||||
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 | $ 268,000,000 | |||||||||||
Stock repurchased during period (in shares) | 372,282 | |||||||||||
Repurchase aggregate cost | $ 32,000,000 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Additional Information (Details) $ in Millions | Feb. 24, 2016 | Dec. 31, 2018USD ($)service_period | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 21.1 | $ 27.1 | $ 18.9 | ||
Income tax benefit related to stock-based employee compensation | 2.7 | 5.5 | 4.9 | ||
Fair value of shares and units vested | $ 32.4 | 29.6 | 24.3 | ||
Award period | 1 year | ||||
Restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 3 years | ||||
Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 1 year | ||||
Churchill Downs Incorporated 2007 Omnibus Stock Incentive Plan | Restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 3 years | ||||
Executive Long-Term Incentive Compensation Plan (the “ELTI Plan”) | February 23, 2016 | Performance Share Units (PSU) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum award payout curve percentage of original performance share units awarded (as a percent) | 200.00% | ||||
Percentage increase in awards if in top quartile | 25.00% | ||||
Percentage decrease if in bottom quartile | 25.00% | ||||
Maximum number of performance share units as percentage of original award (as a percent) | 250.00% | ||||
Performance-Based Awards | Executive Long-Term Incentive Compensation Plan (the “ELTI Plan”) | February 23, 2016 | Performance Share Units (PSU) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance and service period under adopted ELTI Plan | 3 years | ||||
Requisite service periods | service_period | 3 | ||||
Continuing Operations | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 17.7 | $ 16 | $ 13.3 | ||
Minimum | Executive Long-Term Incentive Compensation Plan (the “ELTI Plan”) | Performance Share Units (PSU) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum award payout curve percentage of original performance share units awarded (as a percent) | 0.00% | ||||
Maximum | Executive Long-Term Incentive Compensation Plan (the “ELTI Plan”) | Performance Share Units (PSU) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum award payout curve percentage of original performance share units awarded (as a percent) | 200.00% |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Summary of Restricted Stock Units, Performance Stock Units, and Restricted Stock (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2018shares | |
Restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted (in shares) | 56 |
Award vesting period (in years) | 3 years |
Tranche One | Restricted Stock Units (RSU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted (in shares) | 10 |
Award vesting period (in years) | 1 year |
Tranche One | Performance Share Units (PSU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted (in shares) | 49 |
Performance and service period under adopted ELTI Plan | 3 years |
Tranche Two | Restricted Stock Units (RSU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted (in shares) | 48 |
Award vesting period (in years) | 3 years |
Tranche Two | Performance Share Units (PSU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted (in shares) | 207 |
Award vesting period (in years) | 4 years |
Performance and service period under adopted ELTI Plan | 3 years |
Tranche Three | Restricted Stock Units (RSU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted (in shares) | 79 |
Award vesting period (in years) | 4 years |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Activity for Awards Made Outside of Share-Based Compensation Plans (Details) - ELTI Plan, the 2013 New Company LTIP, the 2007 Incentive Plan and awards made outside of stock-based compensation plans - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares/Units | |||
Shares outstanding, beginning of period (in shares) | 440 | 590 | 855 |
Shares, granted (in shares) | 449 | 238 | 247 |
Shares, adjustments (in shares) | 70 | 45 | |
Shares, vested (in shares) | (346) | (430) | (501) |
Shares cancelled/forfeited (in shares) | (17) | (3) | (11) |
Shares outstanding, end of period (in shares) | 596 | 440 | 590 |
Weighted Average Grant Date Fair Value | |||
Shares outstanding, weighted average grant date fair value, beginning of period (in dollars per share) | $ 47.23 | $ 37.23 | $ 27.90 |
Shares, weighted average grant date fair value, granted (in dollars per share) | 75.39 | 53.25 | 45.24 |
Shares, weighted average grant date fair value, adjustments (in dollars per share) | 47.01 | 51 | |
Shares, weighted average grant date fair value, vested (in dollars per share) | 46.60 | 39.98 | 22.54 |
Shares, weighted average grant date fair value, cancelled/forfeited (in dollars per share) | 54.49 | 41.92 | 29.64 |
Shares outstanding, weighted average grant date fair value, end of period (in dollars per share) | $ 68.66 | $ 47.23 | $ 37.23 |
Market Condition & Performance-Based Awards | |||
Number of Shares/Units | |||
Shares outstanding, beginning of period (in shares) | 124 | 110 | 51 |
Shares, granted (in shares) | 256 | 65 | 59 |
Shares, adjustments (in shares) | 70 | 45 | |
Shares, vested (in shares) | (129) | (96) | 0 |
Shares cancelled/forfeited (in shares) | 0 | 0 | 0 |
Shares outstanding, end of period (in shares) | 321 | 124 | 110 |
Weighted Average Grant Date Fair Value | |||
Shares outstanding, weighted average grant date fair value, beginning of period (in dollars per share) | $ 51.59 | $ 48.86 | $ 51 |
Shares, weighted average grant date fair value, granted (in dollars per share) | 68.32 | 55.75 | 47.01 |
Shares, weighted average grant date fair value, adjustments (in dollars per share) | 47.01 | 51 | |
Shares, weighted average grant date fair value, vested (in dollars per share) | 47.01 | 51 | 0 |
Shares, weighted average grant date fair value, cancelled/forfeited (in dollars per share) | 0 | 0 | 0 |
Shares outstanding, weighted average grant date fair value, end of period (in dollars per share) | $ 65.77 | $ 51.59 | $ 48.86 |
Service Period Awards | |||
Number of Shares/Units | |||
Shares outstanding, beginning of period (in shares) | 316 | 480 | 804 |
Shares, granted (in shares) | 193 | 173 | 188 |
Shares, adjustments (in shares) | 0 | 0 | |
Shares, vested (in shares) | (217) | (334) | (501) |
Shares cancelled/forfeited (in shares) | (17) | (3) | (11) |
Shares outstanding, end of period (in shares) | 275 | 316 | 480 |
Weighted Average Grant Date Fair Value | |||
Shares outstanding, weighted average grant date fair value, beginning of period (in dollars per share) | $ 45.51 | $ 36.90 | $ 23.99 |
Shares, weighted average grant date fair value, granted (in dollars per share) | 84.78 | 52.31 | 44.68 |
Shares, weighted average grant date fair value, adjustments (in dollars per share) | 0 | 0 | |
Shares, weighted average grant date fair value, vested (in dollars per share) | 46.35 | 36.79 | 22.54 |
Shares, weighted average grant date fair value, cancelled/forfeited (in dollars per share) | 54.49 | 41.92 | 29.64 |
Shares outstanding, weighted average grant date fair value, end of period (in dollars per share) | $ 72.03 | $ 45.51 | $ 36.90 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans - Summary of Unrecognized Stock-based Compensation Expense (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense | $ 29.2 |
Weighted Average Remaining Vesting Period (Years) | 3 years 11 months 27 days |
Restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense | $ 2.9 |
Weighted Average Remaining Vesting Period (Years) | 1 year 4 months 28 days |
Restricted Stock Units (RSU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense | $ 8.5 |
Weighted Average Remaining Vesting Period (Years) | 4 years 3 months 4 days |
Performance Share Units (PSU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized expense | $ 17.8 |
Weighted Average Remaining Vesting Period (Years) | 4 years 3 months 8 days |
Total Debt - Schedule of Total
Total Debt - Schedule of Total Debt Outstanding (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Outstanding Principal | $ 896 | $ 1,142 |
Issuance Costs and Fees | 11.7 | 12.8 |
Long-Term Debt, Net | 884.3 | 1,129.2 |
Current maturities of long-term debt | 4 | 4 |
Total principal amount of debt, net of current maturities | 892 | 1,138 |
Total debt, net of current maturities | 880.3 | 1,125.2 |
2017 Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 396 | 642 |
Issuance Costs and Fees | 4.7 | 5.1 |
Long-Term Debt, Net | 391.3 | 636.9 |
2028 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 500 | 500 |
Issuance Costs and Fees | 7 | 7.7 |
Long-Term Debt, Net | 493 | 492.3 |
Term Loan B | 2017 Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 396 | 400 |
Issuance Costs and Fees | 4.7 | 5.1 |
Long-Term Debt, Net | 391.3 | 394.9 |
Revolver | 2017 Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 0 | 239 |
Issuance Costs and Fees | 0 | 0 |
Long-Term Debt, Net | 0 | 239 |
Swing line of credit | 2017 Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 0 | 3 |
Issuance Costs and Fees | 0 | 0 |
Long-Term Debt, Net | $ 0 | $ 3 |
Total Debt - Credit Agreements
Total Debt - Credit Agreements (Details) | Dec. 27, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 26, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1,129,200,000 | $ 884,300,000 | ||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Coverage ratio, prior year permitted acquisition amount | $ 100,000,000 | |||
Line of Credit | Minimum | ||||
Debt Instrument [Line Items] | ||||
Maximum leverage ratio | 4 | |||
Minimum interest coverage ratio | 2.5 | |||
Line of Credit | Maximum | ||||
Debt Instrument [Line Items] | ||||
Maximum leverage ratio | 4.5 | |||
Line of Credit | 2014 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 500,000,000 | |||
Revolver | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 700,000,000 | |||
Available borrowing capacity | $ 693,100,000 | |||
Commitment fee percentage | 0.20% | |||
Debt issuance costs | $ 1,600,000 | |||
Amortization period of debt issuance costs | 5 years | |||
Revolver | Line of Credit | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Margin on variable rate | 150.00% | |||
Term Loan B | Line of Credit | Term Loan B due 2022 | ||||
Debt Instrument [Line Items] | ||||
Face amount of debt issuance | $ 400,000,000 | |||
Required payment as a percentage of original balance | 0.25% | |||
Required periodic payment | $ 1,000,000 | |||
Debt issuance costs | $ 5,100,000 | |||
Amortization period of debt issuance costs | 7 years | |||
Term Loan B | Line of Credit | Term Loan B due 2022 | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Margin on variable rate | 200.00% | |||
Term Loan B | Line of Credit | 2014 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | 400,000 | |||
Letter of credit | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 50,000,000 | |||
Long-term debt | $ 6,900,000 | |||
Swing line of credit | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 50,000,000 |
Total Debt - Senior Notes (Deta
Total Debt - Senior Notes (Details) - Senior Notes - 2028 Senior Notes - USD ($) | Dec. 27, 2017 | Dec. 16, 2015 | Dec. 16, 2013 |
Debt Instrument [Line Items] | |||
Face amount of debt issuance | $ 500,000,000 | ||
Stated interest rate | 4.75% | ||
Debt issuance costs | $ 7,700,000 | ||
Redemption price, percentage of face amount | 100.00% | ||
Any time prior to January 15, 2021 | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage of face amount | 104.75% | ||
Percentage of principal amount available for redemption | 40.00% | ||
Face amount of debt issuance | $ 600,000,000 | $ 300,000,000 | $ 300,000,000 |
Stated interest rate | 5.375% | 5.375% | |
Debt issuance, premium percentage | 101.00% | ||
Extinguishment of debt, amount | $ 16,100,000 | ||
Write off of debt issuance costs | 6,300,000 | ||
Bond premium | $ 2,000,000 |
Total Debt - Schedule of Future
Total Debt - Schedule of Future Aggregate Maturities of Total Debt (Details) $ in Millions | Dec. 31, 2018USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,019 | $ 4 |
2,020 | 4 |
2,021 | 4 |
2,022 | 4 |
2,023 | 4 |
Thereafter | 876 |
Total | $ 896 |
Revenue From Contracts With C_2
Revenue From Contracts With Customers - Performance Obligations (Details) $ in Millions | Dec. 31, 2018USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 187 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | 50.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | 36.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 28.1 |
Revenue From Contracts With C_3
Revenue From Contracts With Customers - Contract Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Jan. 01, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, liability | $ 69.9 | $ 78.7 |
Contract with customer, revenue recognized | $ 53.7 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Accounts Receivable, Net, Current [Abstract] | |||
Accounts receivable, gross | $ 32.8 | $ 53.2 | |
Allowance for doubtful accounts | (4) | (3.6) | |
Accounts receivable, net | 28.8 | $ 27.8 | 49.6 |
Trade receivables | |||
Accounts Receivable, Net, Current [Abstract] | |||
Accounts receivable, gross | 6 | 5.5 | |
Kentucky Derby-related receivables | |||
Accounts Receivable, Net, Current [Abstract] | |||
Accounts receivable, gross | 1.7 | 22.3 | |
Simulcast and mobile and online wagering receivables | |||
Accounts Receivable, Net, Current [Abstract] | |||
Accounts receivable, gross | 19.9 | 20.5 | |
Other receivables | |||
Accounts Receivable, Net, Current [Abstract] | |||
Accounts receivable, gross | $ 5.2 | $ 4.9 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Bad debt expense | $ 1.7 | $ 1.2 | $ 1.1 | |
Accounts receivable, net | (28.8) | $ (49.6) | $ (27.8) | |
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, net | $ 24.9 | 21.8 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | Kentucky Derby-related receivables | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, net | $ 21.8 |
Investment In and Advances to_2
Investment In and Advances to Unconsolidated Affiliates - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2018 | Jul. 16, 2018 | Dec. 31, 2012 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Other liabilities | $ 0 | $ 0.1 | ||||
Distributed earnings from equity investments | $ 19.8 | 18 | $ 15.6 | |||
Miami Valley Gaming LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||||
Other liabilities | $ 8 | |||||
Note payable term | 6 years | |||||
Secured note payable fixed interest rate | 5.00% | |||||
Distributed earnings from equity investments | $ 18.8 | $ 17 | $ 15 | |||
Ocean Downs and Racing Services | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 100.00% | 50.00% | ||||
Saratoga Casino Holdings LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 25.00% | |||||
Delaware North Companies Gaming & Entertainment Inc. | Miami Valley Gaming LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, ownership percentage | 50.00% |
Investment In and Advances to_3
Investment In and Advances to Unconsolidated Affiliates - Balance Sheet of Equity Method Investments (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Current assets | $ 24 | $ 64.5 |
Property and equipment, net | 95.7 | 234.6 |
Other assets, net | 106.7 | 236.5 |
Total assets | 226.4 | 535.6 |
Liabilities and Members' Equity | ||
Current liabilities | 21.2 | 100.3 |
Long-term debt | 0 | 110.1 |
Other liabilities | 0 | 0.1 |
Members' equity | 205.2 | 325.1 |
Total liabilities and members' equity | $ 226.4 | $ 535.6 |
Investment In and Advances to_4
Investment In and Advances to Unconsolidated Affiliates - Income Statement of Equity Method Investments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Net revenue | $ 367.2 | $ 443.7 | $ 347.4 |
Operating and SG&A expense | 271.9 | 345.3 | 274.1 |
Depreciation and amortization | 22.2 | 25.9 | 18.5 |
Operating income | 73.1 | 72.5 | 54.8 |
Interest and other expense, net | (6.3) | (8.5) | (6.9) |
Net income | $ 66.8 | $ 64 | $ 47.9 |
Investment In and Advances to_5
Investment In and Advances to Unconsolidated Affiliates - Equity in Income of MVG (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity in income of unconsolidated investments | $ 29.6 | $ 25.5 | $ 17.4 |
Miami Valley Gaming LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in income of unconsolidated investments | $ 19.9 | $ 16.7 | $ 14.2 |
Operating Leases - Future Minim
Operating Leases - Future Minimum Operating Lease Payments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,019 | $ 5 |
2,020 | 4.5 |
2,021 | 3.8 |
2,022 | 3.1 |
2,023 | 3 |
Thereafter | 11.2 |
Total | $ 30.6 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2002 | |
Leases [Abstract] | ||||
Total rent expense for all operating leases | $ 16,000,000 | $ 18,300,000 | $ 18,900,000 | |
Payment to re-acquire Churchill Downs facility in future period | $ 1 |
Director and Employee Benefit_2
Director and Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Duration of service for eligibility | 3 months | ||
Employer matching contribution, percent | 3.00% | ||
Maximum annual contribution per employee, percent | 50.00% | ||
Employer's maximum additional match, percentage | 2.00% | ||
Employer's discretionary matching contribution | 4.00% | ||
Cash contribution to profit-sharing plan | $ 3 | $ 2.7 | $ 2.5 |
Noncontributory Defined Benefit Multi-Employer Retirement Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Retirement plan expense | $ 0.7 | $ 0.6 | $ 0.6 |
Fair Value Of Assets And Liab_3
Fair Value Of Assets And Liabilities - Schedule of Fair Value Measurements on a Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 40 | $ 31.2 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 0 | 0 |
Line of Credit | Term Loan B | 2017 Credit Agreement | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 0 | 0 |
Line of Credit | Term Loan B | 2017 Credit Agreement | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 396 | 400 |
Line of Credit | Term Loan B | 2017 Credit Agreement | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 0 | 0 |
Line of Credit | Revolver | 2017 Credit Agreement | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 0 | |
Line of Credit | Revolver | 2017 Credit Agreement | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 239 | |
Line of Credit | Revolver | 2017 Credit Agreement | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 0 | |
Line of Credit | Swing line of credit | 2017 Credit Agreement | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 0 | |
Line of Credit | Swing line of credit | 2017 Credit Agreement | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 3 | |
Line of Credit | Swing line of credit | 2017 Credit Agreement | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 0 | |
Senior Notes | 2028 Senior Notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 0 | 0 |
Senior Notes | 2028 Senior Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 452.4 | 496.8 |
Senior Notes | 2028 Senior Notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 0 | 0 |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 40 | 31.2 |
Carrying Amount | Line of Credit | Term Loan B | 2017 Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 391.3 | 394.9 |
Carrying Amount | Line of Credit | Revolver | 2017 Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 239 | |
Carrying Amount | Line of Credit | Swing line of credit | 2017 Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 3 | |
Carrying Amount | Senior Notes | 2028 Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 493 | 0 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 40 | 31.2 |
Fair Value | Line of Credit | Term Loan B | 2017 Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 396 | 400 |
Fair Value | Line of Credit | Revolver | 2017 Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 239 | |
Fair Value | Line of Credit | Swing line of credit | 2017 Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | 3 | |
Fair Value | Senior Notes | 2028 Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value disclosure of debt | $ 452.4 | $ 496.8 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income from continuing operations | $ 182.6 | $ 122.4 | $ 96.7 | ||||||||
Net income from continuing operations allocated to participating securities | 0 | (0.1) | (1) | ||||||||
Net income from discontinued operations | $ 4.1 | $ (1.7) | $ (0.1) | $ 167.9 | $ 3.8 | $ 3.8 | $ 5.4 | $ 5.1 | 170.2 | 18.1 | 11.4 |
Numerator for basic net income per common share | 352.8 | 140.4 | 107.1 | ||||||||
Numerator for diluted net income from continuing operations per common share | 182.6 | 122.4 | 96.7 | ||||||||
Numerator for diluted net income per common share | $ 352.8 | $ 140.5 | $ 108.1 | ||||||||
Denominator for net income per common share: | |||||||||||
Basic (in shares) | 41.3 | 47.2 | 49.3 | ||||||||
Plus dilutive effect of stock awards (in shares) | 0.3 | 0.6 | 0.6 | ||||||||
Plus dilutive effect of participating securities (in shares) | 0 | 0.2 | 0.6 | ||||||||
Diluted (in shares) | 41.6 | 48 | 50.5 | ||||||||
Earnings Per Share, Basic [Abstract] | |||||||||||
Continuing operations (in dollars per share) | $ 0.18 | $ 1.43 | $ 2.54 | $ 0.33 | $ 0.75 | $ 0.28 | $ 1.50 | $ 0.04 | $ 4.42 | $ 2.59 | $ 1.94 |
Discontinued operations (in dollars per share) | 0.10 | (0.04) | 0 | 3.88 | 0.08 | 0.08 | 0.11 | 0.11 | 4.12 | 0.38 | 0.23 |
Net income per common share - basic (in dollars per share) | 0.28 | 1.39 | 2.54 | 4.21 | 0.83 | 0.36 | 1.61 | 0.15 | 8.54 | 2.97 | 2.17 |
Earnings Per Share, Diluted [Abstract] | |||||||||||
Continuing operations (in dollars per share) | 0.18 | 1.42 | 2.52 | 0.32 | 0.74 | 0.28 | 1.49 | 0.04 | 4.39 | 2.55 | 1.92 |
Discontinued operations (in dollars per share) | 0.10 | (0.04) | 0 | 3.86 | 0.08 | 0.08 | 0.11 | 0.10 | 4.09 | 0.37 | 0.22 |
Net income per common share - diluted (in dollars per share) | $ 0.28 | $ 1.38 | $ 2.52 | $ 4.18 | $ 0.82 | $ 0.36 | $ 1.60 | $ 0.14 | $ 8.48 | $ 2.92 | $ 2.14 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2018casino | Dec. 31, 2018Segment | Jul. 16, 2018 | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | Segment | 5 | ||
Ocean Downs and Racing Services | |||
Segment Reporting Information [Line Items] | |||
Equity method investment, ownership percentage | 100.00% | 50.00% | |
Saratoga | |||
Segment Reporting Information [Line Items] | |||
Equity method investment, ownership percentage | 25.00% | ||
MISSISSIPPI | |||
Segment Reporting Information [Line Items] | |||
Number of casinos | casino | 2 |
Segment Information - Net Reven
Segment Information - Net Revenue From External Customers and Intercompany Revenue From Each Operating Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 219 | $ 221.3 | $ 379.4 | $ 189.3 | $ 178.9 | $ 196.9 | $ 339.3 | $ 167.5 | $ 1,009 | $ 882.6 | $ 822.4 |
Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 274.3 | 257.3 | 251.1 | ||||||||
Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 411.2 | 350.5 | 332.8 | ||||||||
Online Wagering | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 290.2 | 255.6 | 221.6 | ||||||||
Other Investments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 33.3 | 19.2 | 16.9 | ||||||||
Intersegment Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 0 | 0 | 0 | ||||||||
Intersegment Eliminations | Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 21.1 | 19.3 | 17 | ||||||||
Intersegment Eliminations | Online Wagering | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 1.3 | 1.1 | 1.3 | ||||||||
Intersegment Eliminations | Other Investments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 4.5 | 4.5 | 3.9 | ||||||||
Intersegment Eliminations | Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | (26.9) | (24.9) | (22.2) | ||||||||
Churchill Downs | Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 181 | 161.3 | 155.2 | ||||||||
Churchill Downs | Intersegment Eliminations | Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 12.7 | 11.4 | 10 | ||||||||
Arlington | Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 55 | 57.2 | 55.3 | ||||||||
Arlington | Intersegment Eliminations | Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 6.7 | 6.3 | 5.5 | ||||||||
Fair Grounds | Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 35.8 | 36.3 | 38 | ||||||||
Fair Grounds | Intersegment Eliminations | Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 1.6 | 1.6 | 1.5 | ||||||||
Calder Racing | Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 2.5 | 2.5 | 2.6 | ||||||||
Calder Racing | Intersegment Eliminations | Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 0.1 | 0 | 0 | ||||||||
Oxford | Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 102 | 90.8 | 84.6 | ||||||||
Calder | Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 96.1 | 85.4 | 79.1 | ||||||||
Fair Grounds Slots and VSI | Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 81.9 | 74.8 | 73.8 | ||||||||
Riverwalk | Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 54.5 | 48.2 | 46.1 | ||||||||
Harlow’s | Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 50.2 | 50 | 48.4 | ||||||||
Ocean Downs | Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 25.9 | 0 | 0 | ||||||||
Saratoga | Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 0.6 | $ 1.3 | $ 0.8 |
Segment Information - Schedule
Segment Information - Schedule of Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 219 | $ 221.3 | $ 379.4 | $ 189.3 | $ 178.9 | $ 196.9 | $ 339.3 | $ 167.5 | $ 1,009 | $ 882.6 | $ 822.4 |
Adjusted EBITDA | 328.8 | 286.2 | 252.3 | ||||||||
Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 274.3 | 257.3 | 251.1 | ||||||||
Adjusted EBITDA | 92.4 | 84.5 | 79.7 | ||||||||
Online Wagering | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 290.2 | 255.6 | 221.6 | ||||||||
Adjusted EBITDA | 72.8 | 64.4 | 56.2 | ||||||||
Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 411.2 | 350.5 | 332.8 | ||||||||
Adjusted EBITDA | 169.5 | 146 | 125.8 | ||||||||
Other Investments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 33.3 | 19.2 | 16.9 | ||||||||
Adjusted EBITDA | 5.3 | 3.7 | 2.7 | ||||||||
Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | (11.2) | (12.4) | (12.1) | ||||||||
Operating Segments | Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 295.4 | 276.6 | 268.1 | ||||||||
Taxes & purses | (67.3) | (65.4) | (64.2) | ||||||||
Marketing & advertising | (6.5) | (4.9) | (4.6) | ||||||||
Salaries & benefits | (44) | (41.7) | (40.9) | ||||||||
Content expense | (14.4) | (15.2) | (15.6) | ||||||||
SG&A expense | (17.8) | (16.8) | (16.2) | ||||||||
Other operating expense | (53.6) | (48.9) | (47.4) | ||||||||
Other income | 0.6 | 0.8 | 0.5 | ||||||||
Adjusted EBITDA | 92.4 | 84.5 | 79.7 | ||||||||
Operating Segments | Online Wagering | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 291.5 | 256.7 | 222.9 | ||||||||
Taxes & purses | (15.2) | (14.7) | (11.6) | ||||||||
Marketing & advertising | (6) | (8.2) | (6.3) | ||||||||
Salaries & benefits | (9.2) | (9.9) | (9.4) | ||||||||
Content expense | (152) | (125) | (107.6) | ||||||||
SG&A expense | (12.1) | (12.4) | (12) | ||||||||
Other operating expense | (24.2) | (22.1) | (19.8) | ||||||||
Other income | 0 | 0 | 0 | ||||||||
Adjusted EBITDA | 72.8 | 64.4 | 56.2 | ||||||||
Operating Segments | Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 411.2 | 350.5 | 332.8 | ||||||||
Taxes & purses | (139.9) | (117) | (110.9) | ||||||||
Marketing & advertising | (14.7) | (12.1) | (12.7) | ||||||||
Salaries & benefits | (58.5) | (53.2) | (50.8) | ||||||||
Content expense | (0.3) | 0 | 0 | ||||||||
SG&A expense | (26.1) | (22.6) | (21.2) | ||||||||
Other operating expense | (45.5) | (41.6) | (39.1) | ||||||||
Other income | 43.3 | 42 | 27.7 | ||||||||
Adjusted EBITDA | 169.5 | 146 | 125.8 | ||||||||
Operating Segments | Other Investments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 37.8 | 23.7 | 20.8 | ||||||||
Taxes & purses | (4.3) | 0 | 0 | ||||||||
Marketing & advertising | (1) | 0 | 0 | ||||||||
Salaries & benefits | (15) | (12) | (10.9) | ||||||||
Content expense | 0 | 0 | 0 | ||||||||
SG&A expense | (5.3) | (3.3) | (3.4) | ||||||||
Other operating expense | (7) | (5.1) | (4.1) | ||||||||
Other income | 0.1 | 0.4 | 0.3 | ||||||||
Adjusted EBITDA | 5.3 | 3.7 | 2.7 | ||||||||
Operating Segments | Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 0 | 0 | 0 | ||||||||
Taxes & purses | 0 | 0 | 0 | ||||||||
Marketing & advertising | 0 | 0 | 0 | ||||||||
Salaries & benefits | 0 | 0 | 0 | ||||||||
Content expense | 0 | 0 | 0 | ||||||||
SG&A expense | (11) | (12.2) | (11.7) | ||||||||
Other operating expense | (0.4) | (0.5) | (0.6) | ||||||||
Other income | 0.2 | 0.3 | 0.2 | ||||||||
Adjusted EBITDA | $ (11.2) | (12.4) | (12.1) | ||||||||
Big Fish Games | Discontinued Operations, Held-for-sale | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA corporate and other expenses | 3.1 | ||||||||||
Big Fish Games | Discontinued Operations, Held-for-sale | Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA corporate and other expenses | $ 3.6 | $ 3.1 |
Segment Information - Reconcili
Segment Information - Reconciliation of Comprehensive Income to Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Comprehensive income | $ 353.2 | $ 140.4 | $ 107.5 | ||||||||
Foreign currency translation, net of tax | (0.6) | 0.1 | (0.2) | ||||||||
Change in pension benefits, net of tax | 0.2 | 0 | 0.8 | ||||||||
Net income | 352.8 | 140.5 | 108.1 | ||||||||
Income from discontinued operations, net of tax | $ (4.1) | $ 1.7 | $ 0.1 | $ (167.9) | $ (3.8) | $ (3.8) | $ (5.4) | $ (5.1) | (170.2) | (18.1) | (11.4) |
Income from continuing operations, net of tax | $ 7.3 | 58 | $ 103.2 | $ 14.1 | 34.4 | $ 12.9 | $ 72.9 | $ 2.2 | 182.6 | 122.4 | 96.7 |
Depreciation and amortization | 63.6 | 97.1 | 108.6 | ||||||||
Loss on extinguishment of debt | 20.7 | 0 | 20.7 | 0 | |||||||
Income tax provision (benefit) | 51.3 | (19.9) | 50.7 | ||||||||
EBITDA | 337.6 | 228.5 | 249.5 | ||||||||
Stock-based compensation expense | 21.1 | 27.1 | 18.9 | ||||||||
Gain on Ocean Downs/Saratoga transaction | $ (54.9) | (54.9) | 0 | 0 | |||||||
Impairment of tangible and other intangible assets | $ 21.7 | 0 | 21.7 | 0 | |||||||
Total adjustments to EBITDA | (8.8) | 57.7 | 2.8 | ||||||||
Adjusted EBITDA | 328.8 | 286.2 | 252.3 | ||||||||
Racing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 92.4 | 84.5 | 79.7 | ||||||||
Online Wagering | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 72.8 | 64.4 | 56.2 | ||||||||
Casino | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 169.5 | 146 | 125.8 | ||||||||
Other Investments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 5.3 | 3.7 | 2.7 | ||||||||
Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | (11.2) | (12.4) | (12.1) | ||||||||
Big Fish Games | Discontinued Operations, Held-for-sale | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA corporate and other expenses | 3.1 | ||||||||||
Big Fish Games | Discontinued Operations, Held-for-sale | Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA corporate and other expenses | 3.6 | 3.1 | |||||||||
Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation and amortization | 63.6 | 56 | 58.4 | ||||||||
Interest expense | 40.1 | 49.3 | 43.7 | ||||||||
Loss on extinguishment of debt | 0 | 20.7 | 0 | ||||||||
Income tax provision (benefit) | 51.3 | (19.9) | 50.7 | ||||||||
Stock-based compensation expense | 17.7 | 16 | 13.3 | ||||||||
Other, net | (0.6) | 0.5 | 2.5 | ||||||||
Pre-opening expense | 4.8 | 0.5 | 0 | ||||||||
Interest, depreciation and amortization expense related to equity investments | 13.9 | 16.7 | 10 | ||||||||
Other charges and recoveries, net | 0 | 0 | 0.5 | ||||||||
Gain on Ocean Downs/Saratoga transaction | (54.9) | 0 | 0 | ||||||||
Impairment of tangible and other intangible assets | 10.3 | 2.3 | 0.2 | ||||||||
Impairment of tangible and other intangible assets | 0 | 21.7 | 0 | ||||||||
Gain on Calder land sale | $ 0 | $ 0 | $ (23.7) |
Segment Information - Schedul_2
Segment Information - Schedule of Equity in Income (Losses) of Unconsolidated Investments Included in Reported Segments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Equity in income of unconsolidated investments | $ 29.6 | $ 25.5 | $ 17.4 |
Casino | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Equity in income of unconsolidated investments | 29.4 | 25.3 | 17.4 |
Other Investments | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Equity in income of unconsolidated investments | $ 0.2 | $ 0.2 | $ 0 |
Segment Information - Schedul_3
Segment Information - Schedule of Total Assets and Capital Expenditures by Operating Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 1,725.2 | $ 2,359.4 | |
Capital expenditures | 149.4 | 116.9 | $ 54.7 |
Racing | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 498.9 | 483 | |
Capital expenditures | 59.9 | 57.8 | 26.1 |
Online Wagering | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 222.8 | 215.9 | |
Capital expenditures | 9.7 | 9 | 7 |
Casino | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 774.1 | 679.6 | |
Capital expenditures | 15.9 | 37.5 | 13.9 |
Other Investments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 78.9 | 15.2 | |
Capital expenditures | 61.7 | 3.4 | 1 |
Corporate | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 150.5 | 73.2 | |
Capital expenditures | 2.2 | 1.3 | 1.2 |
Discontinued Operations, Held-for-sale | Big Fish Games | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 0 | 892.5 | |
Capital expenditures | $ 0 | $ 7.9 | $ 5.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 09, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||
Stock repurchased during period (in shares) | 635,370 | ||
Stock repurchased and retired during period, value | $ 27.6 | ||
The Duchossois Group | |||
Related Party Transaction [Line Items] | |||
Stock repurchased during period (in shares) | 3,000,000 | 3,000,000 | |
Repurchase price (in dollars per share) | $ 52.93 | ||
Stock repurchased and retired during period, value | $ 158.8 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Jan. 11, 2019 | Jul. 06, 2018 | Jan. 25, 2019 | Dec. 31, 2018 | Oct. 30, 2018 | Oct. 29, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 50,000,000 | 150,000,000 | |||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares authorized (in shares) | 150,000,000 | ||||||
Presque Isle Downs & Casino | |||||||
Subsequent Event [Line Items] | |||||||
Consideration to be paid | $ 178.9 | ||||||
Presque Isle Downs & Casino | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Consideration to be paid | $ 178.9 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 219 | $ 221.3 | $ 379.4 | $ 189.3 | $ 178.9 | $ 196.9 | $ 339.3 | $ 167.5 | $ 1,009 | $ 882.6 | $ 822.4 |
Operating income | 12 | 20.5 | 136.6 | 19.7 | (12.8) | 26.8 | 123.3 | 8.4 | 188.8 | 145.7 | 172.5 |
Income from continuing operations, net of tax | 7.3 | 58 | 103.2 | 14.1 | 34.4 | 12.9 | 72.9 | 2.2 | 182.6 | 122.4 | 96.7 |
Income (loss) from discontinued operations, net of tax | $ 4.1 | $ (1.7) | $ (0.1) | $ 167.9 | $ 3.8 | $ 3.8 | $ 5.4 | $ 5.1 | $ 170.2 | $ 18.1 | $ 11.4 |
Net income per common share data - basic: | |||||||||||
Continuing operations (in dollars per share) | $ 0.18 | $ 1.43 | $ 2.54 | $ 0.33 | $ 0.75 | $ 0.28 | $ 1.50 | $ 0.04 | $ 4.42 | $ 2.59 | $ 1.94 |
Discontinued operations (in dollars per share) | 0.10 | (0.04) | 0 | 3.88 | 0.08 | 0.08 | 0.11 | 0.11 | 4.12 | 0.38 | 0.23 |
Net income per common share - basic (in dollars per share) | 0.28 | 1.39 | 2.54 | 4.21 | 0.83 | 0.36 | 1.61 | 0.15 | 8.54 | 2.97 | 2.17 |
Net income per common share data - diluted: | |||||||||||
Continuing operations (in dollars per share) | 0.18 | 1.42 | 2.52 | 0.32 | 0.74 | 0.28 | 1.49 | 0.04 | 4.39 | 2.55 | 1.92 |
Discontinued operations (in dollars per share) | 0.10 | (0.04) | 0 | 3.86 | 0.08 | 0.08 | 0.11 | 0.10 | 4.09 | 0.37 | 0.22 |
Net income per common share - diluted (in dollars per share) | $ 0.28 | $ 1.38 | $ 2.52 | $ 4.18 | $ 0.82 | $ 0.36 | $ 1.60 | $ 0.14 | $ 8.48 | $ 2.92 | $ 2.14 |
Gain on sale of Big Fish Games | $ 219.5 | $ 219.5 | $ 0 | $ 0 | |||||||
Gain on Ocean Downs/Saratoga transaction | $ 54.9 | 54.9 | 0 | 0 | |||||||
Impairment of tangible and other intangible assets | $ 21.7 | 0 | 21.7 | 0 | |||||||
Loss on extinguishment of debt | 20.7 | 0 | 20.7 | 0 | |||||||
Benefit from change in enacted tax rates | $ 57.7 | ||||||||||
Gain (loss) on sale of land | $ 0 | $ 0 | $ 23.7 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts: | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance Beginning of Year | $ 3.6 | $ 3.5 | $ 3.8 |
Charged to Expense | 3 | 1.8 | 1.5 |
Deductions | (2.6) | (1.7) | (1.8) |
Balance End of Year | 4 | 3.6 | 3.5 |
Deferred income tax asset valuation allowance: | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance Beginning of Year | 0.2 | 0.4 | 0.9 |
Additions | 0 | 0 | 0 |
Deductions | 0 | (0.2) | (0.5) |
Balance End of Year | $ 0.2 | $ 0.2 | $ 0.4 |
Uncategorized Items - chdn-2018
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 29,700,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 29,700,000 |