Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 17, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-33998 | |
Entity Registrant Name | Churchill Downs Inc | |
Entity Incorporation, State or Country Code | KY | |
Entity Tax Identification Number | 61-0156015 | |
Entity Address, Address Line One | 600 North Hurstbourne Parkway, Suite 400 | |
Entity Address, City or Town | Louisville, | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 40222 | |
City Area Code | 502 | |
Local Phone Number | 636-4400 | |
Title of 12(b) Security | Common Stock, No Par Value | |
Trading Symbol | CHDN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 73,416,581 | |
Entity Central Index Key | 0000020212 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net revenue: | ||||
Net revenue | $ 890.7 | $ 768.5 | $ 1,481.6 | $ 1,328 |
Operating expense: | ||||
Selling, general and administrative expense | 57.4 | 48.1 | 112.2 | 100.4 |
Asset impairments | 0 | 24.5 | 0 | 24.5 |
Transaction expense, net | 0.6 | 0.5 | 4.7 | 0.3 |
Total operating expense | 560.7 | 542.9 | 1,025.3 | 982.5 |
Operating income | 330 | 225.6 | 456.3 | 345.5 |
Other (expense) income: | ||||
Interest expense, net | (73.5) | (65.2) | (143.9) | (129.9) |
Equity in income of unconsolidated affiliates | 37.7 | 38.8 | 75.5 | 77.1 |
Gain on sale of Arlington | 0 | 0 | 0 | 114 |
Miscellaneous, net | 0.1 | 0 | 8.2 | 1.4 |
Total other (expense) income | (35.7) | (26.4) | (60.2) | 62.6 |
Income from operations before provision for income taxes | 294.3 | 199.2 | 396.1 | 408.1 |
Income tax provision | (84.1) | (56.2) | (105.5) | (109.4) |
Net income | 210.2 | 143 | 290.6 | 298.7 |
Net income attributable to noncontrolling interest | 0.9 | 0 | 0.9 | 0 |
Net income attributable to Churchill Downs Incorporated | $ 209.3 | $ 143 | $ 289.7 | $ 298.7 |
Net income attributable to Churchill Downs Incorporated per common share data: | ||||
Basic net income (in dollars per share) | $ 2.82 | $ 1.90 | $ 3.90 | $ 3.97 |
Diluted net income (in dollars per share) | $ 2.79 | $ 1.86 | $ 3.87 | $ 3.90 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 73,900 | 75,300 | 74,000 | 75,300 |
Diluted (in shares) | 74,600 | 76,900 | 74,600 | 76,500 |
Live and Historical Racing | ||||
Net revenue: | ||||
Net revenue | $ 464.7 | $ 385 | $ 709.8 | $ 599.4 |
Operating expense: | ||||
Operating expense | 221.4 | 204.2 | 378.6 | 347.5 |
TwinSpires | ||||
Net revenue: | ||||
Net revenue | 151.7 | 137.4 | 258.3 | 232.2 |
Operating expense: | ||||
Operating expense | 89.3 | 80.7 | 157.2 | 146.4 |
Gaming | ||||
Net revenue: | ||||
Net revenue | 274.2 | 245.9 | 513.4 | 495.9 |
Operating expense: | ||||
Operating expense | 188.4 | 179.2 | 366.9 | 352.7 |
All Other | ||||
Net revenue: | ||||
Net revenue | 0.1 | 0.2 | 0.1 | 0.5 |
Operating expense: | ||||
Operating expense | $ 3.6 | $ 5.7 | $ 5.7 | $ 10.7 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 140.3 | $ 144.5 |
Restricted cash | 90.6 | 77.3 |
Accounts receivable, net | 136.1 | 106.9 |
Income taxes receivable | 0 | 12.6 |
Other current assets | 69 | 59.5 |
Total current assets | 436 | 400.8 |
Property and equipment, net | 2,752.4 | 2,561.2 |
Investment in and advances to unconsolidated affiliates | 648.8 | 655.9 |
Goodwill | 900.2 | 899.9 |
Other intangible assets, net | 2,414.4 | 2,418.4 |
Other assets | 18.3 | 19.3 |
Total assets | 7,170.1 | 6,955.5 |
Current liabilities: | ||
Accounts payable | 215 | 158.5 |
Accrued expenses and other current liabilities | 419.1 | 426.8 |
Income taxes payable | 41.3 | 0 |
Current deferred revenue | 19.2 | 73.2 |
Current maturities of long-term debt | 68 | 68 |
Dividends payable | 0.6 | 29.3 |
Total current liabilities | 763.2 | 755.8 |
Long-term debt, net of current maturities and loan origination fees | 1,717.6 | 1,697.1 |
Notes payable, net of debt issuance costs | 3,073.7 | 3,071.2 |
Non-current deferred revenue | 20.1 | 11.8 |
Deferred income taxes | 407.9 | 388.2 |
Other liabilities | 140.6 | 137.8 |
Total liabilities | 6,123.1 | 6,061.9 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 16.1 | 0 |
Shareholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock | 0 | 0 |
Retained earnings | 1,031.9 | 894.5 |
Accumulated other comprehensive loss | (1) | (0.9) |
Total Churchill Downs Incorporated shareholders' equity | 1,030.9 | 893.6 |
Total liabilities and shareholders' equity | $ 7,170.1 | $ 6,955.5 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss |
Shares outstanding, beginning (in shares) at Dec. 31, 2022 | 74.8 | |||
Shareholders' equity, beginning at Dec. 31, 2022 | $ 551.5 | $ 0 | $ 552.4 | $ (0.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 155.7 | 155.7 | ||
Issuance of common stock (in shares) | 0.2 | |||
Taxes paid related to net share settlement of stock awards (in shares) | (0.1) | |||
Taxes paid related to net share settlement of stock awards | (11.3) | $ (8.6) | (2.7) | |
Stock-based compensation | 8.6 | $ 8.6 | ||
Other | (0.3) | (0.3) | ||
Shares outstanding, ending (in shares) at Mar. 31, 2023 | 74.9 | |||
Shareholders' equity, ending at Mar. 31, 2023 | 704.2 | $ 0 | 705.1 | (0.9) |
Shares outstanding, beginning (in shares) at Dec. 31, 2022 | 74.8 | |||
Shareholders' equity, beginning at Dec. 31, 2022 | 551.5 | $ 0 | 552.4 | (0.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 298.7 | |||
Shares outstanding, ending (in shares) at Jun. 30, 2023 | 74.9 | |||
Shareholders' equity, ending at Jun. 30, 2023 | 853.8 | $ 8 | 846.7 | (0.9) |
Shares outstanding, beginning (in shares) at Mar. 31, 2023 | 74.9 | |||
Shareholders' equity, beginning at Mar. 31, 2023 | 704.2 | $ 0 | 705.1 | (0.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 143 | 143 | ||
Taxes paid related to net share settlement of stock awards | (0.1) | (0.1) | ||
Stock-based compensation | 8.1 | $ 8.1 | ||
Other | (1.4) | (1.4) | ||
Shares outstanding, ending (in shares) at Jun. 30, 2023 | 74.9 | |||
Shareholders' equity, ending at Jun. 30, 2023 | 853.8 | $ 8 | 846.7 | (0.9) |
Shares outstanding, beginning (in shares) at Dec. 31, 2023 | 74.5 | |||
Shareholders' equity, beginning at Dec. 31, 2023 | 893.6 | $ 0 | 894.5 | (0.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 80.4 | 80.4 | ||
Issuance of common stock (in shares) | 0.3 | |||
Repurchase of common stock (in shares) | (1.2) | |||
Repurchase of common stock | (145.7) | $ (7.2) | (138.5) | |
Taxes paid related to net share settlement of stock awards (in shares) | (0.1) | |||
Taxes paid related to net share settlement of stock awards | (7.6) | (7.6) | ||
Stock-based compensation | 7.2 | $ 7.2 | ||
Other | (1) | (1) | ||
Shares outstanding, ending (in shares) at Mar. 31, 2024 | 73.5 | |||
Shareholders' equity, ending at Mar. 31, 2024 | 826.9 | $ 0 | 827.8 | (0.9) |
Shares outstanding, beginning (in shares) at Dec. 31, 2023 | 74.5 | |||
Shareholders' equity, beginning at Dec. 31, 2023 | 893.6 | $ 0 | 894.5 | (0.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 289.7 | |||
Shares outstanding, ending (in shares) at Jun. 30, 2024 | 73.4 | |||
Shareholders' equity, ending at Jun. 30, 2024 | 1,030.9 | $ 0 | 1,031.9 | (1) |
Shares outstanding, beginning (in shares) at Mar. 31, 2024 | 73.5 | |||
Shareholders' equity, beginning at Mar. 31, 2024 | 826.9 | $ 0 | 827.8 | (0.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 209.3 | 209.3 | ||
Repurchase of common stock (in shares) | (0.1) | |||
Repurchase of common stock | (13) | $ (8.9) | (4.1) | |
Taxes paid related to net share settlement of stock awards | (0.2) | (0.2) | ||
Stock-based compensation | 8.9 | $ 8.9 | ||
Other | (1) | (0.9) | (0.1) | |
Shares outstanding, ending (in shares) at Jun. 30, 2024 | 73.4 | |||
Shareholders' equity, ending at Jun. 30, 2024 | $ 1,030.9 | $ 0 | $ 1,031.9 | $ (1) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 290.6 | $ 298.7 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 96.1 | 79.7 |
Distributions from unconsolidated affiliates | 81.7 | 91.7 |
Equity in income of unconsolidated affiliates | (75.5) | (77.1) |
Stock-based compensation | 16.1 | 16.7 |
Deferred income taxes | 19.7 | 32.4 |
Asset impairments | 0 | 24.5 |
Amortization of operating lease assets | 2.7 | 3.5 |
Gain on sale of Arlington | 0 | (114) |
Other | 4.8 | 3.6 |
Changes in operating assets and liabilities: | ||
Income taxes | 52.9 | 41.6 |
Deferred revenue | (45.7) | (15.5) |
Other assets and liabilities | 28.3 | 16.8 |
Net cash provided by operating activities | 471.7 | 402.6 |
Cash flows from investing activities: | ||
Capital maintenance expenditures | (34.8) | (30.2) |
Capital project expenditures | (257.2) | (282.2) |
Proceeds from sale of Arlington | 0 | 195.7 |
Other | 1.9 | (2.3) |
Net cash used in investing activities | (290.1) | (119) |
Cash flows from financing activities: | ||
Proceeds from borrowings under long-term debt obligations | 617.4 | 1,223.3 |
Repayments of borrowings under long-term debt obligations | (598.3) | (1,201.4) |
Payment of dividends | (28.8) | (26.7) |
Repurchase of common stock | (154.7) | (0.5) |
Taxes paid related to net share settlement of stock awards | (10.5) | (13.2) |
Debt issuance costs | 0 | (12.2) |
Change in bank overdraft | 2.6 | (16.2) |
Other | (1.2) | (0.8) |
Net cash used in financing activities | (173.5) | (47.7) |
Cash flows from discontinued operations: | ||
Operating activities of discontinued operations | 1 | 0.5 |
Net increase in cash, cash equivalents and restricted cash | 9.1 | 236.4 |
Cash, cash equivalents and restricted cash, beginning of period | 221.8 | 204.7 |
Cash, cash equivalents and restricted cash, end of period | 230.9 | 441.1 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 155.4 | 135.4 |
Cash paid for income taxes | 33.1 | 35.6 |
Cash received from income tax refunds | 1.2 | 0.8 |
Schedule of non-cash operating, investing and financing activities: | ||
Property and equipment additions included in accounts payable and accrued expenses | 78.8 | 51.4 |
Right-of-use assets obtained in exchange for lease obligations in operating leases | 3.2 | 1.1 |
Right-of-use assets obtained in exchange for lease obligations in finance leases | 3.6 | 33.2 |
Repurchase of common stock included in accrued expense and other current liabilities | $ 4 | $ 0 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. DESCRIPTION OF BUSINESS Basis of Presentation Churchill Downs Incorporated (the "Company" or "CDI") financial statements are presented in conformity with the requirements of this Quarterly Report on Form 10-Q and consequently do not include all of the disclosures normally required by U.S. generally accepted accounting principles ("GAAP") or those normally made in our Annual Report on Form 10-K. The December 31, 2023 Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The following information is unaudited. All per share amounts assume dilution unless otherwise noted. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, all adjustments necessary for a fair statement of this information have been made, and all such adjustments are of a normal, recurring nature. In April 2024, the Company closed on the sale of 49% of the United Tote Company (“United Tote”), a wholly-owned subsidiary of CDI, to NYRA Content Management Solutions, LLC ("NYRA"), a subsidiary of the New York Racing Association, Inc. Refer to Note 11, Redeemable Noncontrolling Interest, for further information on the transaction. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS Recent Accounting Pronouncements - effective in 2024 or thereafter In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s ("SEC") Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within FASB's Accounting Standards Codification ("ASC"). These amendments align the requirements in the ASC regarding the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances the disclosures required for operating segments in the Company’s annual and interim consolidated financial statements. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. The amendments are expected to be applied prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisitions | 3. ACQUISITIONS Exacta Systems On August 22, 2023, the Company completed its acquisition of Exacta Systems, LLC ("Exacta") for a purchase consideration of $248.2 million, net of cash acquired, which consisted of a $241.3 million cash payment and $6.9 million of deferred payments, which are payable over two years from acquisition (the "Exacta Transaction"). As of June 30, 2024, there were $4.9 million deferred payments remaining. Exacta is a leading provider of central determinate system technology in Historical Racing Machines ("HRMs") across the country. The Exacta Transaction enables the Company to realize significant synergies related to the Company’s HRM operations. Exacta operates within the Company’s TwinSpires segment and will continue to service its growing portfolio of third-party HRM operators in Kentucky, Wyoming, and New Hampshire and plans to expand its international presence. Goodwill of $177.4 million related to the Exacta Transaction was recognized, of which $96.0 million was allocated to the Live and Historical Racing segment and $81.4 million was allocated to the TwinSpires segment. The goodwill related to the Exacta Transaction is deductible for tax purposes. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 4. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill, by segment, is composed of the following: (in millions) Live and Historical TwinSpires Gaming All Other Total Balances as of December 31, 2023 $ 376.2 $ 233.4 $ 290.3 $ — $ 899.9 Adjustments 0.1 0.2 — — 0.3 Balances as of June 30, 2024 $ 376.3 $ 233.6 $ 290.3 $ — $ 900.2 We performed our annual goodwill impairment analysis as of April 1, 2024, and no adjustment to the carrying value of goodwill was required. We assessed goodwill for impairment by performing qualitative or quantitative analyses for each reporting unit. We concluded that the fair values of our reporting units exceeded their carrying values, and therefore no impairments were identified. Other intangible assets are comprised of the following: June 30, 2024 December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets $ 96.0 $ (28.9) $ 67.1 $ 97.5 $ (26.4) $ 71.1 Indefinite-lived intangible assets 2,347.3 2,347.3 Total $ 2,414.4 $ 2,418.4 In the second quarter of 2023, the Company recognized a $24.5 million non-cash impairment charge for the Presque Isle Downs and Casino ("Presque Isle") gaming rights and trademark. The Company continues to monitor the current economic conditions and the impacts on the results of operations of Presque Isle. Future economic conditions could have a negative impact on the estimates and assumptions utilized in our asset impairment assessments. These potential impacts could increase the risk of a future impairment of assets at Presque Isle. We performed our annual indefinite-lived intangible assets impairment analysis as of April 1, 2024. We assessed our indefinite-lived intangible assets for impairment by performing qualitative or quantitative analyses for each asset. Based on the results of these analyses, no indefinite-lived intangible asset impairments were identified in connection with our annual impairment testing. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. INCOME TAXES The Company’s effective income tax rate for the three months ended June 30, 2024 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer's compensation. The Company's effective income tax rate for the six months ended June 30, 2024 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer's compensation, partially offset by a benefit from the remeasurement of deferred income tax liabilities, primarily related to certain entity classification elections made in the first quarter of 2024 that decreased income attributable to states with higher tax rates compared to the prior year. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Shareholders' Equity | 6. SHAREHOLDERS' EQUITY Stock Repurchase Programs On September 29, 2021, the Board of Directors of the Company approved a common stock repurchase program of up to $500.0 million (the "2021 Stock Repurchase Program"). The 2021 Stock Repurchase Program includes and is not in addition to any unspent amount remaining under the prior program authorization. Repurchases may be made at management’s discretion from time to time on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The repurchase program has no time limit and may be suspended or discontinued at any time. We repurchased the following shares under the 2021 Stock Repurchase Program: Three Months Ended June 30, Six Months Ended June 30, (in millions, except share data) 2024 2023 2024 2023 Repurchase Program Shares Aggregate Purchase Price Shares Aggregate Purchase Price Shares Aggregate Purchase Price Shares Aggregate Purchase Price 2021 Stock Repurchase Program 93,874 $ 13.0 — $ — 278,695 $ 35.0 — $ — We had approximately $179.9 million of repurchase authority remaining under the 2021 Stock Repurchase Program at June 30, 2024, based on trade date. On January 2, 2024, the Company closed on an agreement, dated December 18, 2023, with an affiliate of The Duchossois Group ("TDG") to repurchase 1,000,000 shares of the Company’s common stock, for $123.75 per share in a privately negotiated transaction for an aggregate purchase price of $123.8 million. This represented a discount of 4.03% to the closing price on December 15, 2023 of $128.95. The repurchase of shares of common stock from TDG was approved by the Company's Board of Directors separately from and did not reduce the authorized amount remaining under any existing common stock repurchase programs. The repurchase of the shares was funded using available cash and borrowings under the Company’s senior secured credit facility. Two for One Stock Split |
Stock-based Compensation Plans
Stock-based Compensation Plans | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation Plans | 7. STOCK-BASED COMPENSATION PLANS We have stock-based employee compensation plans with awards outstanding under the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the "2016 Plan") and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan. Our total stock-based compensation expense, which includes expenses related to restricted stock awards ("RSAs"), restricted stock unit awards ("RSUs"), performance share unit awards ("PSUs"), and stock options associated with our employee stock purchase plan was $8.9 million and $16.1 million for the three months and six months ended June 30, 2024 and $8.1 million and $16.7 million for the three months and six months ended June 30, 2023, respectively. During the six months ended June 30, 2024, the Company awarded RSUs to employees, RSUs and PSUs to certain named executive officers ("NEOs"), and RSAs and RSUs to directors. The vesting criteria for the PSU awards granted in 2024 were based on a three-year service period with two performance conditions and a market condition related to relative total shareholder return ("TSR") consistent with prior year grants. The total compensation cost we will recognize under the PSUs is determined using the Monte Carlo valuation methodology, which factors in the value of the TSR market condition when determining the grant date fair value of the PSU. Compensation cost for each PSU is recognized during the performance and service period based on the probable achievement of the two performance criteria. The PSUs are converted into shares of our common stock at the time the PSU award value is finalized. A summary of the RSAs, RSUs and PSUs granted during 2024 is presented below (units in thousands): Grant Year Award Type Number of Units Awarded (1) Vesting Terms 2024 RSU 140 Vest equally over three 2024 PSU 63 Three 2024 RSA 4 One (1) PSUs reflect the target number of units for the original PSU grant. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 8. DEBT The following table presents our total debt outstanding: (in millions) June 30, 2024 December 31, 2023 Term Loan B-1 due 2028 $ 290.2 $ 291.8 Term Loan A due 2029 1,202.5 1,235.0 Revolver 300.4 247.2 2027 Senior Notes 600.0 600.0 2028 Senior Notes 700.0 700.0 2030 Senior Notes 1,200.0 1,200.0 2031 Senior Notes 600.0 600.0 Total debt 4,893.1 4,874.0 Current maturities of long-term debt (68.0) (68.0) Unamortized premium and deferred finance charges (33.8) (37.7) Total debt, net of current maturities and costs $ 4,791.3 $ 4,768.3 Credit Agreement At June 30, 2024, the Company’s senior secured credit facility (as amended from time to time, the “Credit Agreement") consisted of a $1.2 billion revolving credit facility (the "Revolver"), $290.2 million senior secured term loan B-1 (the "Term Loan B-1"), $1.2 billion senior secured term loan A (the "Term Loan A"), and $100.0 million swing line commitment. On July 3, 2024, the Company closed an amendment of the Credit Agreement to (i) extend the maturity date of the Revolver and Term Loan A from 2027 to 2029 subject to an earlier “springing maturity” if certain indebtedness in respect of outstanding notes or other material indebtedness having a maturity date prior to July 3, 2029, is not refinanced or extended to a date after July 3, 2029, at least 91 days prior to such other debt’s stated maturity date, and (ii) amend certain other provisions of the Credit Agreement. Term Loan B-1 bears interest at the Secured Overnight Financing Rate ("SOFR") plus 210 basis points and requires quarterly payments of 0.25% of the original $300.0 million balance. The Term Loan B-1 may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement. The Revolver and Term Loan A bear interest at SOFR plus 10 The Company is required to pay a commitment fee on the unused portion of the Revolver as determined by a pricing grid based on the consolidated total net secured leverage ratio of the Company. For the period ended June 30, 2024, the Company's commitment fee rate was 0.25%. 2027 Senior Notes As of June 30, 2024, we had $600.0 million in aggregate principal amount of 5.500% senior unsecured notes that mature on April 1, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on April 1st and October 1st of each year, commencing on October 1st, 2019. The Company may redeem some or all of the 2027 Senior Notes at redemption prices set forth in the 2027 Indenture. 2028 Senior Notes As of June 30, 2024, we had a total of $700.0 million in aggregate principal amount of 4.750% senior unsecured notes (the “2028 Senior Notes”) maturing on January 15, 2028. The 2028 Senior Notes consist of $500.0 million notes issued at par and $200.0 million notes issued at 103.25%. The 2028 Senior Notes were issued in a private offering to qualified institutional buyers, with interest payable in arrears on January 15th and July 15th of each year, commencing on July 15th, 2018. The 3.25% premium is being amortized through interest expense, net over the term of the notes. The Company may redeem some or all the 2028 Senior Notes at redemption prices set forth in the 2028 Indenture. 2030 Senior Notes As of June 30, 2024, we had $1.2 billion in aggregate principal amount of 5.750% senior unsecured notes that mature on April 13, 2030 (the "2030 Senior Notes"). The 2030 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on April 1st and October 1st of each year, commencing on October 1st, 2022. The Company may redeem some or all the 2030 Senior Notes at redemption prices set forth in the 2030 Indenture. 2031 Senior Notes As of June 30, 2024, we had $600.0 million in aggregate principal amount of 6.750% senior unsecured notes that mature on April 25, 2031 (the "2031 Senior Notes"). The 2031 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on May 1st and November 1st of each year, commencing on November 1st, 2023. The Company may redeem some or all of the 2031 Notes at any time prior to April 25, 2025, at redemption prices set forth in the 2031 Offering Memorandum. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 9. REVENUE FROM CONTRACTS WITH CUSTOMERS Performance Obligations As of June 30, 2024, our Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year relating to television rights, sponsorships, personal seat licenses, and admissions, with an aggregate transaction price of $252.3 million. The revenue we expect to recognize on these remaining performance obligations is $1.6 million for the remainder of 2024, $51.9 million in 2025, $52.7 million in 2026, and the remainder thereafter. As of June 30, 2024, our remaining performance obligations on contracts with a duration greater than one year in segments other than Live and Historical Racing were not material. Contract Assets and Contract Liabilities As of June 30, 2024 and December 31, 2023, contract assets were not material. As of June 30, 2024 and December 31, 2023, contract liabilities were $46.6 million and $92.3 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying Condensed Consolidated Balance Sheets. Contract liabilities primarily relate to the Live and Historical Racing segment and the decrease was primarily due to recognized deferred revenue related to the 150th Kentucky Derby. We recognized $67.2 million and $73.0 million of revenue during the three months and six months ended June 30, 2024, respectively, which was included in the contract liabilities balance at December 31, 2023. We recognized $38.8 million and $42.4 million of revenue during the three months and six months ended June 30, 2023, respectively, which was included in the contract liabilities balance at December 31, 2022. Disaggregation of Revenue The Company has included its disaggregated revenue disclosures as follows: • For the Live and Historical Racing segment, revenue is disaggregated between Churchill Downs Racetrack and historical racing properties given that Churchill Downs Racetrack revenue primarily revolves around live racing events while our other Live and Historical Racing properties' revenues primarily revolve around historical racing. This segment is also disaggregated by location given the geographic economic factors that affect the revenue of service offerings. Within the Live and Historical Racing segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, and other services. • For the TwinSpires segment, revenue is disaggregated between live and simulcast racing, gaming, and other services. • For the Gaming segment, revenue is disaggregated by location given the geographic economic factors that affect the revenue of Gaming service offerings. Within the Gaming segment, revenue is further disaggregated between live and simulcast racing, racing event-related services, gaming, and other services. We believe that these disclosures depict how the amount, nature, timing, and uncertainty of cash flows are affected by economic factors. The tables below present net revenue from external customers and intercompany revenue from each of our segments: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Net revenue from external customers: Live and Historical Racing: Churchill Downs Racetrack $ 228.0 $ 178.3 $ 231.1 $ 180.7 Louisville 53.1 45.3 106.8 89.3 Northern Kentucky 22.0 17.3 50.5 43.6 Southwestern Kentucky 40.2 37.6 78.8 74.1 Western Kentucky 6.1 9.4 12.9 14.2 Virginia 111.9 94.6 223.1 192.3 New Hampshire 3.4 2.5 6.6 5.2 Total Live and Historical Racing $ 464.7 $ 385.0 $ 709.8 $ 599.4 TwinSpires: $ 151.7 $ 137.4 $ 258.3 $ 232.2 Gaming: Florida $ 26.5 $ 26.0 $ 52.6 $ 52.1 Iowa 23.5 24.0 46.9 48.5 Indiana 33.9 — 33.9 — Louisiana 37.1 33.8 81.4 77.9 Maine 26.8 29.5 53.6 57.2 Maryland 26.2 27.6 47.8 50.9 Mississippi 24.5 25.8 50.5 53.3 New York 46.5 44.6 91.5 89.1 Pennsylvania 29.2 34.6 55.2 66.9 Total Gaming 274.2 245.9 513.4 495.9 All Other 0.1 0.2 0.1 0.5 Net revenue from external customers $ 890.7 $ 768.5 $ 1,481.6 $ 1,328.0 Intercompany net revenues: Live and Historical Racing $ 25.5 $ 23.0 $ 29.3 $ 24.4 TwinSpires 8.2 1.7 15.7 3.3 Gaming 0.2 2.0 4.2 3.6 All Other 1.8 — 1.8 — Eliminations (35.7) (26.7) (51.0) (31.3) Intercompany net revenue $ — $ — $ — $ — Three Months Ended June 30, 2024 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 50.4 $ 115.4 $ 4.5 $ 170.3 $ — $ 170.3 Historical racing (a) 212.1 — 9.3 221.4 — 221.4 Racing event-related services 176.0 — 1.4 177.4 — 177.4 Gaming (a) 3.3 4.3 228.1 235.7 — 235.7 Other (a) 22.9 32.0 30.9 85.8 0.1 85.9 Total $ 464.7 $ 151.7 $ 274.2 $ 890.6 $ 0.1 $ 890.7 Three Months Ended June 30, 2023 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 40.2 $ 117.5 $ 3.2 $ 160.9 $ — $ 160.9 Historical racing (a) 184.1 — 7.0 191.1 — 191.1 Racing event-related services 136.7 — 1.5 138.2 — 138.2 Gaming (a) 2.5 1.2 206.9 210.6 — 210.6 Other (a) 21.5 18.7 27.3 67.5 0.2 67.7 Total $ 385.0 $ 137.4 $ 245.9 $ 768.3 $ 0.2 $ 768.5 (a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $14.2 million for the three months ended June 30, 2024 and $12.3 million for the three months ended June 30, 2023. Six Months Ended June 30, 2024 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 61.4 $ 195.2 $ 15.1 $ 271.7 $ — $ 271.7 Historical racing (a) 424.2 — 18.1 442.3 — 442.3 Racing event-related services 177.1 — 3.6 180.7 — 180.7 Gaming (a) 6.4 10.0 421.2 437.6 — 437.6 Other (a) 40.7 53.1 55.4 149.2 0.1 149.3 Total $ 709.8 $ 258.3 $ 513.4 $ 1,481.5 $ 0.1 $ 1,481.6 Six Months Ended June 30, 2023 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 51.2 $ 196.9 $ 14.8 $ 262.9 $ — $ 262.9 Historical racing (a) 369.4 — 13.0 382.4 — 382.4 Racing event-related services 137.7 — 3.4 141.1 — 141.1 Gaming (a) 5.1 5.6 412.4 423.1 — 423.1 Other (a) 36.0 29.7 52.3 118.0 0.5 118.5 Total $ 599.4 $ 232.2 $ 495.9 $ 1,327.5 $ 0.5 $ 1,328.0 (a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $27.6 million for the six months ended June 30, 2024 and $24.5 million for the six months ended June 30, 2023. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Supplemental Balance Sheet Information | 10. SUPPLEMENTAL BALANCE SHEET INFORMATION Accounts receivable, net Accounts receivable is comprised of the following: (in millions) June 30, 2024 December 31, 2023 Trade receivables $ 56.8 $ 42.6 Simulcast and online wagering receivables 54.6 44.9 Other receivables 30.6 24.4 142.0 111.9 Allowance for credit losses (5.9) (5.0) Total $ 136.1 $ 106.9 Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: (in millions) June 30, 2024 December 31, 2023 Account wagering deposits liability $ 74.0 $ 58.7 Accrued salaries and related benefits 35.1 45.1 Purses payable 39.0 35.2 Accrued interest 48.9 49.4 Accrued fixed assets 64.1 88.6 Accrued gaming liabilities 29.6 29.5 Other 128.4 120.3 Total $ 419.1 $ 426.8 |
Temporary Equity
Temporary Equity | 6 Months Ended |
Jun. 30, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Noncontrolling Interest | REDEEMABLE NONCONTROLLING INTEREST In April 2024, the Company closed on the sale of 49% of United Tote, a wholly-owned subsidiary of CDI, to NYRA. NYRA's interest includes certain embedded redemption features, such as a put right, that are not exclusively within the Company’s control. NYRA's interest is treated as redeemable noncontrolling interest and is presented outside of permanent equity on the Company’s Condensed Consolidated Balance Sheets. The redeemable noncontrolling interest is initially accounted for at fair value and subsequently adjusted to the greater of the redemption value or the carrying value. Redeemable noncontrolling interest adjustments of carrying value to redemption value are reflected in retained earnings and are also included as an adjustment to income available to the Company’s shareholders in the calculation of earnings per share (See Note 15, Net Income Per Common Share Computations). The table below depicts changes in the Company’s redeemable noncontrolling interest balance. (in millions) Balance, December 31, 2023 $ — Redeemable noncontrolling interest initial measurement 14.4 Net income attributable to redeemable noncontrolling interest 0.9 Redemption value adjustment 0.8 Balance, June 30, 2024 $ 16.1 |
Investments in and Advances to
Investments in and Advances to Unconsolidated Affiliates | 6 Months Ended |
Jun. 30, 2024 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments in and Advances to Unconsolidated Affiliates | 12. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES Investments in and advances to unconsolidated affiliates as of June 30, 2024 and December 31, 2023 primarily consisted of interests in Rivers Casino Des Plaines ("Rivers Des Plaines") and Miami Valley Gaming and Racing ("MVG"). Rivers Casino Des Plaines The ownership of Rivers Des Plaines is comprised of the following: (1) the Company owns 61.3%, (2) High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC, owns 36.0%, and (3) Casino Investors, LLC owns 2.7%. Both the Company and High Plaines have participating rights over Rivers Des Plaines, and both must consent to certain operating, investing and financing decisions. As a result, we account for Rivers Des Plaines using the equity method. As of June 30, 2024 , the net aggregate basis difference between the Company’s investment in Rivers Des Plaines and the amounts of the underlying equity in net assets was $832.8 million. Our investment in Rivers Des Plaines was $535.1 million and $541.2 million as of June 30, 2024 and December 31, 2023, respectively. The Company received distributions from Rivers Des Plaines of $58.7 million and $68.2 million for the six months ended June 30, 2024 and 2023, respectively. Miami Valley Gaming and Racing The Company owns a 50% interest in MVG and Delaware North Companies Gaming & Entertainment Inc. ("DNC") owns the remaining 50% interest in MVG. Since both the Company and DNC have participating rights over MVG, and both must consent to certain operating, investing and financing decisions, we account for MVG using the equity method. Our investment in MVG was $113.7 million and $114.6 million as of June 30, 2024 and December 31, 2023, respectively. The Company received distributions from MVG of $23.0 million and $23.5 million for the six months ended June 30, 2024 and 2023, respectively. Summarized Financial Results for our Unconsolidated Affiliates Summarized below are the financial results for our unconsolidated affiliates. Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Net revenue $ 215.9 $ 218.7 $ 432.8 $ 439.3 Operating and SG&A expense 132.2 135.0 267.1 272.2 Depreciation and amortization 7.0 5.9 13.3 11.6 Total operating expense 139.2 140.9 280.4 283.8 Operating income 76.7 77.8 152.4 155.5 Interest and other, net (11.4) (10.7) (22.4) (21.6) Net income $ 65.3 $ 67.1 $ 130.0 $ 133.9 (in millions) June 30, 2024 December 31, 2023 Assets Current assets $ 91.9 $ 104.8 Property and equipment, net 334.3 339.4 Other assets, net 270.1 266.1 Total assets $ 696.3 $ 710.3 Liabilities and Members' Deficit Current liabilities $ 103.7 $ 106.2 Long-term debt 847.0 847.2 Other liabilities 0.8 0.7 Members' deficit (255.2) (243.8) Total liabilities and members' deficit $ 696.3 $ 710.3 |
Fair Value of Assets And Liabil
Fair Value of Assets And Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets And Liabilities | 13. FAIR VALUE OF ASSETS AND LIABILITIES We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. Restricted Cash Our restricted cash accounts held in money market and 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 2031 Senior Notes, 2030 Senior Notes, 2028 Senior Notes, and 2027 Senior Notes are estimated based on unadjusted quoted prices for identical or similar liabilities in markets that are not active and as such are Level 2 measurements. The fair values of the Company's Term Loan B-1, Term Loan A, and Revolver under the Credit Agreement approximate the gross carrying value of the variable rate debt and as such are Level 2 measurements. The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows: June 30, 2024 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 90.6 $ 90.6 $ 90.6 $ — $ — Financial liabilities: Term Loan B-1 288.0 287.3 — 287.3 — Term Loan A 1,197.2 1,137.5 — 1,137.5 — Revolver 300.4 300.4 — 300.4 — 2027 Senior Notes 597.0 589.5 — 589.5 — 2028 Senior Notes 698.9 669.3 — 669.3 — 2030 Senior Notes 1,186.8 1,165.8 — 1,165.8 — 2031 Senior Notes 591.0 602.5 602.5 December 31, 2023 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 77.3 $ 77.3 $ 77.3 $ — $ — Financial liabilities: Term Loan B-1 289.2 291.8 — 291.8 — Term Loan A 1,228.7 1,235.0 — 1,235.0 — Revolver 247.2 247.2 — 247.2 — 2027 Senior Notes 596.5 591.8 — 591.8 — 2028 Senior Notes 698.7 668.6 — 668.6 — 2030 Senior Notes 1,185.6 1,171.5 — 1,171.5 — 2031 Senior Notes 590.4 611.2 — 611.2 — |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 14. 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 us, 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 | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Share Computations | 15. NET INCOME PER COMMON SHARE COMPUTATIONS The following is a reconciliation of the numerator and denominator of the net income per common share computations: Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share data) 2024 2023 2024 2023 Numerator for basic and diluted net income per common share: Net income attributable to Churchill Downs Incorporated $ 209.3 $ 143.0 $ 289.7 $ 298.7 Adjustments related to redeemable noncontrolling interest (0.8) — (0.8) — Net income attributable to common shareholders $ 208.5 $ 143.0 $ 288.9 $ 298.7 Denominator for net income per common share: Basic 73.9 75.3 74.0 75.3 Plus dilutive effect of stock awards 0.7 1.6 0.6 1.2 Diluted 74.6 76.9 74.6 76.5 Net income per common share data: Basic net income $ 2.82 $ 1.90 $ 3.90 $ 3.97 Diluted net income $ 2.79 $ 1.86 $ 3.87 $ 3.90 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | 16. SEGMENT INFORMATION We manage our operations through three reportable segments: Live and Historical Racing, TwinSpires, and Gaming. Our operating segments reflect the internal management reporting used by our chief operating decision maker to evaluate results of operations and to assess performance and allocate resources. On September 7, 2023, the Company began operating retail sports betting at its racetracks and HRM facilities in Kentucky. In addition to retail sports betting, third-party service providers began operating online sports wagering in partnership with the Company’s racetracks on September 28, 2023. Our retail and online sports betting business is included in the TwinSpires segment. Eliminations include the elimination of intersegment transactions. We utilize non-GAAP measures, including EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA. Our chief operating decision maker utilizes Adjusted EBITDA to evaluate segment performance, develop strategy, and allocate resources. Adjusted EBITDA includes the following adjustments: Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to a noncontrolling interest. Adjusted EBITDA excludes: • Transaction expense, net which includes: – Acquisition, disposition, and property sale related charges; – Other transaction expense, including legal, accounting, and other deal-related expense; • Stock-based compensation expense; • Asset impairments; • Gain on property sales; • Legal reserves; • Pre-opening expense; and • Other charges, recoveries, and expenses As of December 31, 2021, our property in Arlington Heights, Illinois ("Arlington") ceased racing and simulcast operations and the property was sold on February 15, 2023 to the Chicago Bears. Arlington's results and exit costs in 2023 are treated as an adjustment to EBITDA and are included in other expenses, net in the Reconciliation of Comprehensive Income to Adjusted EBITDA . On June 26, 2023, the Company's management agreement for Lady Luck Casino Nemacolin ("Lady Luck") in Farmington, Pennsylvania expired and was not renewed. The Company completed the sale of substantially all its assets at Lady Luck for an immaterial amount. We utilize the Adjusted EBITDA metric to provide a more accurate measure of our core operating results and enable management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure provided in accordance with GAAP. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited. For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the accompanying Condensed Consolidated Statements of Comprehensive Income. The tables below present net revenue from external customers, Adjusted EBITDA by segment and reconciles comprehensive income to Adjusted EBITDA: Net revenue by segment is comprised of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Live and Historical Racing $ 464.7 $ 385.0 $ 709.8 $ 599.4 TwinSpires 151.7 137.4 258.3 232.2 Gaming 274.2 245.9 513.4 495.9 All Other 0.1 0.2 0.1 0.5 Net Revenue $ 890.7 $ 768.5 $ 1,481.6 $ 1,328.0 Adjusted EBITDA by segment is comprised of the following: Three Months Ended June 30, 2024 (in millions) Live and Historical Racing TwinSpires Gaming Revenues $ 490.2 $ 159.9 $ 274.4 Gaming taxes and purses (100.0) (7.3) (83.5) Marketing and advertising (12.5) (4.9) (9.2) Salaries and benefits (36.5) (8.0) (40.3) Content expense (2.1) (73.3) (2.6) Selling, general and administrative expense (8.5) (4.3) (11.8) Maintenance, insurance and utilities (11.5) (1.0) (11.1) Property and other taxes (1.8) — (3.3) Other operating expense (38.3) (14.9) (20.2) Other income 0.2 — 48.3 Adjusted EBITDA $ 279.2 $ 46.2 $ 140.7 Three Months Ended June 30, 2023 (in millions) Live and Historical Racing TwinSpires Gaming Revenues $ 408.0 $ 139.1 $ 247.9 Gaming taxes and purses (85.4) (7.0) (81.7) Marketing and advertising (12.1) (5.3) (9.0) Salaries and benefits (30.3) (7.5) (39.5) Content expense (2.0) (68.7) (2.7) Selling, general and administrative expense (7.3) (2.7) (10.3) Maintenance, insurance and utilities (10.1) (0.8) (9.6) Property and other taxes (1.5) (0.1) (3.0) Other operating expense (36.0) (13.1) (17.4) Other income 0.2 — 48.7 Adjusted EBITDA $ 223.5 $ 33.9 $ 123.4 Six Months Ended June 30, 2024 (in millions) Live and Historical Racing TwinSpires Gaming Revenues $ 739.1 $ 274.0 $ 517.6 Gaming taxes and purses (165.0) (12.2) (164.0) Marketing and advertising (21.8) (6.1) (17.0) Salaries and benefits (63.3) (15.9) (78.3) Content expense (3.4) (117.3) (4.4) Selling, general and administrative expense (17.3) (8.8) (22.0) Maintenance, insurance and utilities (21.8) (2.0) (20.7) Property and other taxes (4.5) (0.1) (6.7) Other operating expense (62.2) (25.8) (38.5) Other income 0.2 — 97.5 Adjusted EBITDA $ 380.0 $ 85.8 $ 263.5 Six Months Ended June 30, 2023 (in millions) Live and Historical Racing TwinSpires Gaming Revenues $ 623.8 $ 235.5 $ 499.5 Gaming taxes and purses (141.9) (12.0) (165.3) Marketing and advertising (20.3) (6.7) (17.6) Salaries and benefits (52.1) (13.7) (74.0) Content expense (3.5) (111.7) (4.5) Selling, general and administrative expense (16.0) (5.1) (22.5) Maintenance, insurance and utilities (19.4) (1.7) (19.4) Property and other taxes (2.7) (0.1) (6.3) Other operating expense (62.5) (22.2) (34.3) Other income 0.2 1.0 97.3 Adjusted EBITDA $ 305.6 $ 63.3 $ 252.9 Adjusted EBITDA by segment is comprised of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Reconciliation of Comprehensive Income to Adjusted EBITDA: Net income attributable to Churchill Downs Incorporated $ 209.3 $ 143.0 $ 289.7 $ 298.7 Net income attributable to noncontrolling interest 0.9 — 0.9 — Net income and comprehensive income 210.2 143.0 290.6 298.7 Additions: Depreciation and amortization 49.2 41.8 96.1 79.7 Interest expense 73.5 65.2 143.9 129.9 Income tax provision 84.1 56.2 105.5 109.4 EBITDA $ 417.0 $ 306.2 $ 636.1 $ 617.7 Adjustments to EBITDA: Stock-based compensation expense $ 8.9 $ 8.1 $ 16.1 $ 16.7 Pre-opening expense 7.5 3.2 15.8 6.4 Arlington exit costs — 5.9 — 9.3 Other expenses, net 0.1 6.6 0.3 6.9 Asset impairments — 24.5 — 24.5 Transaction expense, net 0.6 0.5 4.7 0.3 Other income, expense: Interest, depreciation and amortization expense related to equity investments 10.5 9.9 20.8 19.7 Rivers Des Plaines' legal reserves and transaction costs 0.3 — 0.3 — Other charges and recoveries, net (0.1) (1.2) (6.8) (0.9) Gain on sale of Arlington — — — (114.0) Total adjustments to EBITDA 27.8 57.5 51.2 (31.1) Adjusted EBITDA $ 444.8 $ 363.7 $ 687.3 $ 586.6 Adjusted EBITDA by segment: Live and Historical Racing $ 279.2 $ 223.5 $ 380.0 $ 305.6 TwinSpires 46.2 33.9 85.8 63.3 Gaming 140.7 123.4 263.5 252.9 Total segment Adjusted EBITDA 466.1 380.8 729.3 621.8 All Other (21.3) (17.1) (42.0) (35.2) Total Adjusted EBITDA $ 444.8 $ 363.7 $ 687.3 $ 586.6 The table below presents total asset information for each of our segments: (in millions) June 30, 2024 December 31, 2023 Total assets: Live and Historical Racing $ 4,040.0 $ 3,872.9 TwinSpires 480.2 473.9 Gaming 1,944.4 1,920.9 Total segment assets 6,464.6 6,267.7 All Other 705.5 687.8 Total assets $ 7,170.1 $ 6,955.5 The table below presents total capital expenditures for each of our segments: Six Months Ended June 30, (in millions) 2024 2023 Capital expenditures: Live and Historical Racing $ 188.3 $ 239.8 TwinSpires 7.2 6.4 Gaming 88.5 62.4 Total segment capital expenditures 284.0 308.6 All Other 8.0 3.8 Total capital expenditures $ 292.0 $ 312.4 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | 17. SUBSEQUENT EVENTS On July 3, 2024, the Company closed an amendment of the Credit Agreement to (i) extend the maturity date of the Revolver and Term Loan A from 2027 to 2029 and (ii) amend certain other provisions of the Credit Agreement. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net income | $ 209.3 | $ 80.4 | $ 143 | $ 155.7 | $ 289.7 | $ 298.7 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements - Effective in 2024 or Thereafter | Recent Accounting Pronouncements - effective in 2024 or thereafter In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s ("SEC") Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within FASB's Accounting Standards Codification ("ASC"). These amendments align the requirements in the ASC regarding the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances the disclosures required for operating segments in the Company’s annual and interim consolidated financial statements. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. The amendments are expected to be applied prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill, by segment, is composed of the following: (in millions) Live and Historical TwinSpires Gaming All Other Total Balances as of December 31, 2023 $ 376.2 $ 233.4 $ 290.3 $ — $ 899.9 Adjustments 0.1 0.2 — — 0.3 Balances as of June 30, 2024 $ 376.3 $ 233.6 $ 290.3 $ — $ 900.2 |
Schedule of Indefinite and Finite Lived Assets | Other intangible assets are comprised of the following: June 30, 2024 December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets $ 96.0 $ (28.9) $ 67.1 $ 97.5 $ (26.4) $ 71.1 Indefinite-lived intangible assets 2,347.3 2,347.3 Total $ 2,414.4 $ 2,418.4 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Repurchase Agreements | We repurchased the following shares under the 2021 Stock Repurchase Program: Three Months Ended June 30, Six Months Ended June 30, (in millions, except share data) 2024 2023 2024 2023 Repurchase Program Shares Aggregate Purchase Price Shares Aggregate Purchase Price Shares Aggregate Purchase Price Shares Aggregate Purchase Price 2021 Stock Repurchase Program 93,874 $ 13.0 — $ — 278,695 $ 35.0 — $ — |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of RSUs and PSUs Granted | A summary of the RSAs, RSUs and PSUs granted during 2024 is presented below (units in thousands): Grant Year Award Type Number of Units Awarded (1) Vesting Terms 2024 RSU 140 Vest equally over three 2024 PSU 63 Three 2024 RSA 4 One (1) PSUs reflect the target number of units for the original PSU grant. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The following table presents our total debt outstanding: (in millions) June 30, 2024 December 31, 2023 Term Loan B-1 due 2028 $ 290.2 $ 291.8 Term Loan A due 2029 1,202.5 1,235.0 Revolver 300.4 247.2 2027 Senior Notes 600.0 600.0 2028 Senior Notes 700.0 700.0 2030 Senior Notes 1,200.0 1,200.0 2031 Senior Notes 600.0 600.0 Total debt 4,893.1 4,874.0 Current maturities of long-term debt (68.0) (68.0) Unamortized premium and deferred finance charges (33.8) (37.7) Total debt, net of current maturities and costs $ 4,791.3 $ 4,768.3 |
Revenue from Contract with Cust
Revenue from Contract with Customer (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Net Revenue From External Customers and Intercompany Revenue From Each Operating Segment | The tables below present net revenue from external customers and intercompany revenue from each of our segments: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Net revenue from external customers: Live and Historical Racing: Churchill Downs Racetrack $ 228.0 $ 178.3 $ 231.1 $ 180.7 Louisville 53.1 45.3 106.8 89.3 Northern Kentucky 22.0 17.3 50.5 43.6 Southwestern Kentucky 40.2 37.6 78.8 74.1 Western Kentucky 6.1 9.4 12.9 14.2 Virginia 111.9 94.6 223.1 192.3 New Hampshire 3.4 2.5 6.6 5.2 Total Live and Historical Racing $ 464.7 $ 385.0 $ 709.8 $ 599.4 TwinSpires: $ 151.7 $ 137.4 $ 258.3 $ 232.2 Gaming: Florida $ 26.5 $ 26.0 $ 52.6 $ 52.1 Iowa 23.5 24.0 46.9 48.5 Indiana 33.9 — 33.9 — Louisiana 37.1 33.8 81.4 77.9 Maine 26.8 29.5 53.6 57.2 Maryland 26.2 27.6 47.8 50.9 Mississippi 24.5 25.8 50.5 53.3 New York 46.5 44.6 91.5 89.1 Pennsylvania 29.2 34.6 55.2 66.9 Total Gaming 274.2 245.9 513.4 495.9 All Other 0.1 0.2 0.1 0.5 Net revenue from external customers $ 890.7 $ 768.5 $ 1,481.6 $ 1,328.0 Intercompany net revenues: Live and Historical Racing $ 25.5 $ 23.0 $ 29.3 $ 24.4 TwinSpires 8.2 1.7 15.7 3.3 Gaming 0.2 2.0 4.2 3.6 All Other 1.8 — 1.8 — Eliminations (35.7) (26.7) (51.0) (31.3) Intercompany net revenue $ — $ — $ — $ — Three Months Ended June 30, 2024 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 50.4 $ 115.4 $ 4.5 $ 170.3 $ — $ 170.3 Historical racing (a) 212.1 — 9.3 221.4 — 221.4 Racing event-related services 176.0 — 1.4 177.4 — 177.4 Gaming (a) 3.3 4.3 228.1 235.7 — 235.7 Other (a) 22.9 32.0 30.9 85.8 0.1 85.9 Total $ 464.7 $ 151.7 $ 274.2 $ 890.6 $ 0.1 $ 890.7 Three Months Ended June 30, 2023 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 40.2 $ 117.5 $ 3.2 $ 160.9 $ — $ 160.9 Historical racing (a) 184.1 — 7.0 191.1 — 191.1 Racing event-related services 136.7 — 1.5 138.2 — 138.2 Gaming (a) 2.5 1.2 206.9 210.6 — 210.6 Other (a) 21.5 18.7 27.3 67.5 0.2 67.7 Total $ 385.0 $ 137.4 $ 245.9 $ 768.3 $ 0.2 $ 768.5 (a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $14.2 million for the three months ended June 30, 2024 and $12.3 million for the three months ended June 30, 2023. Six Months Ended June 30, 2024 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 61.4 $ 195.2 $ 15.1 $ 271.7 $ — $ 271.7 Historical racing (a) 424.2 — 18.1 442.3 — 442.3 Racing event-related services 177.1 — 3.6 180.7 — 180.7 Gaming (a) 6.4 10.0 421.2 437.6 — 437.6 Other (a) 40.7 53.1 55.4 149.2 0.1 149.3 Total $ 709.8 $ 258.3 $ 513.4 $ 1,481.5 $ 0.1 $ 1,481.6 Six Months Ended June 30, 2023 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 51.2 $ 196.9 $ 14.8 $ 262.9 $ — $ 262.9 Historical racing (a) 369.4 — 13.0 382.4 — 382.4 Racing event-related services 137.7 — 3.4 141.1 — 141.1 Gaming (a) 5.1 5.6 412.4 423.1 — 423.1 Other (a) 36.0 29.7 52.3 118.0 0.5 118.5 Total $ 599.4 $ 232.2 $ 495.9 $ 1,327.5 $ 0.5 $ 1,328.0 (a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $27.6 million for the six months ended June 30, 2024 and $24.5 million for the six months ended June 30, 2023. The tables below present net revenue from external customers, Adjusted EBITDA by segment and reconciles comprehensive income to Adjusted EBITDA: Net revenue by segment is comprised of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Live and Historical Racing $ 464.7 $ 385.0 $ 709.8 $ 599.4 TwinSpires 151.7 137.4 258.3 232.2 Gaming 274.2 245.9 513.4 495.9 All Other 0.1 0.2 0.1 0.5 Net Revenue $ 890.7 $ 768.5 $ 1,481.6 $ 1,328.0 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable is comprised of the following: (in millions) June 30, 2024 December 31, 2023 Trade receivables $ 56.8 $ 42.6 Simulcast and online wagering receivables 54.6 44.9 Other receivables 30.6 24.4 142.0 111.9 Allowance for credit losses (5.9) (5.0) Total $ 136.1 $ 106.9 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: (in millions) June 30, 2024 December 31, 2023 Account wagering deposits liability $ 74.0 $ 58.7 Accrued salaries and related benefits 35.1 45.1 Purses payable 39.0 35.2 Accrued interest 48.9 49.4 Accrued fixed assets 64.1 88.6 Accrued gaming liabilities 29.6 29.5 Other 128.4 120.3 Total $ 419.1 $ 426.8 |
Temporary Equity (Tables)
Temporary Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Noncontrolling Interest | The table below depicts changes in the Company’s redeemable noncontrolling interest balance. (in millions) Balance, December 31, 2023 $ — Redeemable noncontrolling interest initial measurement 14.4 Net income attributable to redeemable noncontrolling interest 0.9 Redemption value adjustment 0.8 Balance, June 30, 2024 $ 16.1 |
Investments in and Advances t_2
Investments in and Advances to Unconsolidated Affiliates (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments in and Advances to Affiliates [Abstract] | |
Affiliate Income Statement | Summarized below are the financial results for our unconsolidated affiliates. Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Net revenue $ 215.9 $ 218.7 $ 432.8 $ 439.3 Operating and SG&A expense 132.2 135.0 267.1 272.2 Depreciation and amortization 7.0 5.9 13.3 11.6 Total operating expense 139.2 140.9 280.4 283.8 Operating income 76.7 77.8 152.4 155.5 Interest and other, net (11.4) (10.7) (22.4) (21.6) Net income $ 65.3 $ 67.1 $ 130.0 $ 133.9 |
Affiliate Balance Sheet | (in millions) June 30, 2024 December 31, 2023 Assets Current assets $ 91.9 $ 104.8 Property and equipment, net 334.3 339.4 Other assets, net 270.1 266.1 Total assets $ 696.3 $ 710.3 Liabilities and Members' Deficit Current liabilities $ 103.7 $ 106.2 Long-term debt 847.0 847.2 Other liabilities 0.8 0.7 Members' deficit (255.2) (243.8) Total liabilities and members' deficit $ 696.3 $ 710.3 |
Fair Value Of Assets And Liab_2
Fair Value Of Assets And Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows: June 30, 2024 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 90.6 $ 90.6 $ 90.6 $ — $ — Financial liabilities: Term Loan B-1 288.0 287.3 — 287.3 — Term Loan A 1,197.2 1,137.5 — 1,137.5 — Revolver 300.4 300.4 — 300.4 — 2027 Senior Notes 597.0 589.5 — 589.5 — 2028 Senior Notes 698.9 669.3 — 669.3 — 2030 Senior Notes 1,186.8 1,165.8 — 1,165.8 — 2031 Senior Notes 591.0 602.5 602.5 December 31, 2023 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 77.3 $ 77.3 $ 77.3 $ — $ — Financial liabilities: Term Loan B-1 289.2 291.8 — 291.8 — Term Loan A 1,228.7 1,235.0 — 1,235.0 — Revolver 247.2 247.2 — 247.2 — 2027 Senior Notes 596.5 591.8 — 591.8 — 2028 Senior Notes 698.7 668.6 — 668.6 — 2030 Senior Notes 1,185.6 1,171.5 — 1,171.5 — 2031 Senior Notes 590.4 611.2 — 611.2 — |
Net Income Per Common Share C_2
Net Income Per Common Share Computations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerator and denominator of the net income per common share computations: Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share data) 2024 2023 2024 2023 Numerator for basic and diluted net income per common share: Net income attributable to Churchill Downs Incorporated $ 209.3 $ 143.0 $ 289.7 $ 298.7 Adjustments related to redeemable noncontrolling interest (0.8) — (0.8) — Net income attributable to common shareholders $ 208.5 $ 143.0 $ 288.9 $ 298.7 Denominator for net income per common share: Basic 73.9 75.3 74.0 75.3 Plus dilutive effect of stock awards 0.7 1.6 0.6 1.2 Diluted 74.6 76.9 74.6 76.5 Net income per common share data: Basic net income $ 2.82 $ 1.90 $ 3.90 $ 3.97 Diluted net income $ 2.79 $ 1.86 $ 3.87 $ 3.90 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Net Revenue From External Customers and Intercompany Revenue From Each Operating Segment | The tables below present net revenue from external customers and intercompany revenue from each of our segments: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Net revenue from external customers: Live and Historical Racing: Churchill Downs Racetrack $ 228.0 $ 178.3 $ 231.1 $ 180.7 Louisville 53.1 45.3 106.8 89.3 Northern Kentucky 22.0 17.3 50.5 43.6 Southwestern Kentucky 40.2 37.6 78.8 74.1 Western Kentucky 6.1 9.4 12.9 14.2 Virginia 111.9 94.6 223.1 192.3 New Hampshire 3.4 2.5 6.6 5.2 Total Live and Historical Racing $ 464.7 $ 385.0 $ 709.8 $ 599.4 TwinSpires: $ 151.7 $ 137.4 $ 258.3 $ 232.2 Gaming: Florida $ 26.5 $ 26.0 $ 52.6 $ 52.1 Iowa 23.5 24.0 46.9 48.5 Indiana 33.9 — 33.9 — Louisiana 37.1 33.8 81.4 77.9 Maine 26.8 29.5 53.6 57.2 Maryland 26.2 27.6 47.8 50.9 Mississippi 24.5 25.8 50.5 53.3 New York 46.5 44.6 91.5 89.1 Pennsylvania 29.2 34.6 55.2 66.9 Total Gaming 274.2 245.9 513.4 495.9 All Other 0.1 0.2 0.1 0.5 Net revenue from external customers $ 890.7 $ 768.5 $ 1,481.6 $ 1,328.0 Intercompany net revenues: Live and Historical Racing $ 25.5 $ 23.0 $ 29.3 $ 24.4 TwinSpires 8.2 1.7 15.7 3.3 Gaming 0.2 2.0 4.2 3.6 All Other 1.8 — 1.8 — Eliminations (35.7) (26.7) (51.0) (31.3) Intercompany net revenue $ — $ — $ — $ — Three Months Ended June 30, 2024 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 50.4 $ 115.4 $ 4.5 $ 170.3 $ — $ 170.3 Historical racing (a) 212.1 — 9.3 221.4 — 221.4 Racing event-related services 176.0 — 1.4 177.4 — 177.4 Gaming (a) 3.3 4.3 228.1 235.7 — 235.7 Other (a) 22.9 32.0 30.9 85.8 0.1 85.9 Total $ 464.7 $ 151.7 $ 274.2 $ 890.6 $ 0.1 $ 890.7 Three Months Ended June 30, 2023 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 40.2 $ 117.5 $ 3.2 $ 160.9 $ — $ 160.9 Historical racing (a) 184.1 — 7.0 191.1 — 191.1 Racing event-related services 136.7 — 1.5 138.2 — 138.2 Gaming (a) 2.5 1.2 206.9 210.6 — 210.6 Other (a) 21.5 18.7 27.3 67.5 0.2 67.7 Total $ 385.0 $ 137.4 $ 245.9 $ 768.3 $ 0.2 $ 768.5 (a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $14.2 million for the three months ended June 30, 2024 and $12.3 million for the three months ended June 30, 2023. Six Months Ended June 30, 2024 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 61.4 $ 195.2 $ 15.1 $ 271.7 $ — $ 271.7 Historical racing (a) 424.2 — 18.1 442.3 — 442.3 Racing event-related services 177.1 — 3.6 180.7 — 180.7 Gaming (a) 6.4 10.0 421.2 437.6 — 437.6 Other (a) 40.7 53.1 55.4 149.2 0.1 149.3 Total $ 709.8 $ 258.3 $ 513.4 $ 1,481.5 $ 0.1 $ 1,481.6 Six Months Ended June 30, 2023 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 51.2 $ 196.9 $ 14.8 $ 262.9 $ — $ 262.9 Historical racing (a) 369.4 — 13.0 382.4 — 382.4 Racing event-related services 137.7 — 3.4 141.1 — 141.1 Gaming (a) 5.1 5.6 412.4 423.1 — 423.1 Other (a) 36.0 29.7 52.3 118.0 0.5 118.5 Total $ 599.4 $ 232.2 $ 495.9 $ 1,327.5 $ 0.5 $ 1,328.0 (a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $27.6 million for the six months ended June 30, 2024 and $24.5 million for the six months ended June 30, 2023. The tables below present net revenue from external customers, Adjusted EBITDA by segment and reconciles comprehensive income to Adjusted EBITDA: Net revenue by segment is comprised of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Live and Historical Racing $ 464.7 $ 385.0 $ 709.8 $ 599.4 TwinSpires 151.7 137.4 258.3 232.2 Gaming 274.2 245.9 513.4 495.9 All Other 0.1 0.2 0.1 0.5 Net Revenue $ 890.7 $ 768.5 $ 1,481.6 $ 1,328.0 |
Schedule of Segment Reporting Information | Adjusted EBITDA by segment is comprised of the following: Three Months Ended June 30, 2024 (in millions) Live and Historical Racing TwinSpires Gaming Revenues $ 490.2 $ 159.9 $ 274.4 Gaming taxes and purses (100.0) (7.3) (83.5) Marketing and advertising (12.5) (4.9) (9.2) Salaries and benefits (36.5) (8.0) (40.3) Content expense (2.1) (73.3) (2.6) Selling, general and administrative expense (8.5) (4.3) (11.8) Maintenance, insurance and utilities (11.5) (1.0) (11.1) Property and other taxes (1.8) — (3.3) Other operating expense (38.3) (14.9) (20.2) Other income 0.2 — 48.3 Adjusted EBITDA $ 279.2 $ 46.2 $ 140.7 Three Months Ended June 30, 2023 (in millions) Live and Historical Racing TwinSpires Gaming Revenues $ 408.0 $ 139.1 $ 247.9 Gaming taxes and purses (85.4) (7.0) (81.7) Marketing and advertising (12.1) (5.3) (9.0) Salaries and benefits (30.3) (7.5) (39.5) Content expense (2.0) (68.7) (2.7) Selling, general and administrative expense (7.3) (2.7) (10.3) Maintenance, insurance and utilities (10.1) (0.8) (9.6) Property and other taxes (1.5) (0.1) (3.0) Other operating expense (36.0) (13.1) (17.4) Other income 0.2 — 48.7 Adjusted EBITDA $ 223.5 $ 33.9 $ 123.4 Six Months Ended June 30, 2024 (in millions) Live and Historical Racing TwinSpires Gaming Revenues $ 739.1 $ 274.0 $ 517.6 Gaming taxes and purses (165.0) (12.2) (164.0) Marketing and advertising (21.8) (6.1) (17.0) Salaries and benefits (63.3) (15.9) (78.3) Content expense (3.4) (117.3) (4.4) Selling, general and administrative expense (17.3) (8.8) (22.0) Maintenance, insurance and utilities (21.8) (2.0) (20.7) Property and other taxes (4.5) (0.1) (6.7) Other operating expense (62.2) (25.8) (38.5) Other income 0.2 — 97.5 Adjusted EBITDA $ 380.0 $ 85.8 $ 263.5 Six Months Ended June 30, 2023 (in millions) Live and Historical Racing TwinSpires Gaming Revenues $ 623.8 $ 235.5 $ 499.5 Gaming taxes and purses (141.9) (12.0) (165.3) Marketing and advertising (20.3) (6.7) (17.6) Salaries and benefits (52.1) (13.7) (74.0) Content expense (3.5) (111.7) (4.5) Selling, general and administrative expense (16.0) (5.1) (22.5) Maintenance, insurance and utilities (19.4) (1.7) (19.4) Property and other taxes (2.7) (0.1) (6.3) Other operating expense (62.5) (22.2) (34.3) Other income 0.2 1.0 97.3 Adjusted EBITDA $ 305.6 $ 63.3 $ 252.9 Adjusted EBITDA by segment is comprised of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Reconciliation of Comprehensive Income to Adjusted EBITDA: Net income attributable to Churchill Downs Incorporated $ 209.3 $ 143.0 $ 289.7 $ 298.7 Net income attributable to noncontrolling interest 0.9 — 0.9 — Net income and comprehensive income 210.2 143.0 290.6 298.7 Additions: Depreciation and amortization 49.2 41.8 96.1 79.7 Interest expense 73.5 65.2 143.9 129.9 Income tax provision 84.1 56.2 105.5 109.4 EBITDA $ 417.0 $ 306.2 $ 636.1 $ 617.7 Adjustments to EBITDA: Stock-based compensation expense $ 8.9 $ 8.1 $ 16.1 $ 16.7 Pre-opening expense 7.5 3.2 15.8 6.4 Arlington exit costs — 5.9 — 9.3 Other expenses, net 0.1 6.6 0.3 6.9 Asset impairments — 24.5 — 24.5 Transaction expense, net 0.6 0.5 4.7 0.3 Other income, expense: Interest, depreciation and amortization expense related to equity investments 10.5 9.9 20.8 19.7 Rivers Des Plaines' legal reserves and transaction costs 0.3 — 0.3 — Other charges and recoveries, net (0.1) (1.2) (6.8) (0.9) Gain on sale of Arlington — — — (114.0) Total adjustments to EBITDA 27.8 57.5 51.2 (31.1) Adjusted EBITDA $ 444.8 $ 363.7 $ 687.3 $ 586.6 Adjusted EBITDA by segment: Live and Historical Racing $ 279.2 $ 223.5 $ 380.0 $ 305.6 TwinSpires 46.2 33.9 85.8 63.3 Gaming 140.7 123.4 263.5 252.9 Total segment Adjusted EBITDA 466.1 380.8 729.3 621.8 All Other (21.3) (17.1) (42.0) (35.2) Total Adjusted EBITDA $ 444.8 $ 363.7 $ 687.3 $ 586.6 |
Schedule of Total Assets and Capital Expenditures by Operating Segment | The table below presents total asset information for each of our segments: (in millions) June 30, 2024 December 31, 2023 Total assets: Live and Historical Racing $ 4,040.0 $ 3,872.9 TwinSpires 480.2 473.9 Gaming 1,944.4 1,920.9 Total segment assets 6,464.6 6,267.7 All Other 705.5 687.8 Total assets $ 7,170.1 $ 6,955.5 The table below presents total capital expenditures for each of our segments: Six Months Ended June 30, (in millions) 2024 2023 Capital expenditures: Live and Historical Racing $ 188.3 $ 239.8 TwinSpires 7.2 6.4 Gaming 88.5 62.4 Total segment capital expenditures 284.0 308.6 All Other 8.0 3.8 Total capital expenditures $ 292.0 $ 312.4 |
Description of Business (Detail
Description of Business (Details) - segment | 6 Months Ended | |
Jun. 30, 2024 | Apr. 08, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Number of reportable segments | 3 | |
United Tote Company | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Percent sold | 49% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Aug. 22, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 900.2 | $ 899.9 | |
Operating Segments | Live and Historical | |||
Business Acquisition [Line Items] | |||
Goodwill | 376.3 | 376.2 | |
Operating Segments | TwinSpires | |||
Business Acquisition [Line Items] | |||
Goodwill | 233.6 | $ 233.4 | |
Exacta Systems | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 248.2 | ||
Cash payment | 241.3 | ||
Deferred payments | $ 6.9 | ||
Deferred payment term | 2 years | ||
Deferred payment liability | 4.9 | ||
Goodwill | 177.4 | ||
Exacta Systems | Operating Segments | Live and Historical | |||
Business Acquisition [Line Items] | |||
Goodwill additions | 96 | ||
Exacta Systems | Operating Segments | TwinSpires | |||
Business Acquisition [Line Items] | |||
Goodwill additions | $ 81.4 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 899.9 |
Adjustments | 0.3 |
Goodwill, Ending Balance | 900.2 |
All Other | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 0 |
Adjustments | 0 |
Goodwill, Ending Balance | 0 |
Live and Historical Racing | Operating Segments | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 376.2 |
Adjustments | 0.1 |
Goodwill, Ending Balance | 376.3 |
TwinSpires | Operating Segments | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 233.4 |
Adjustments | 0.2 |
Goodwill, Ending Balance | 233.6 |
Gaming | Operating Segments | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 290.3 |
Adjustments | 0 |
Goodwill, Ending Balance | $ 290.3 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross Carrying Amount | $ 96 | $ 97.5 |
Accumulated Amortization | (28.9) | (26.4) |
Definite-lived intangible assets, Net Carrying Amount | 67.1 | 71.1 |
Indefinite-lived intangible assets, Net Carrying Amount | 2,347.3 | 2,347.3 |
Total intangible assets | $ 2,414.4 | $ 2,418.4 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Non-cash impairment charges | $ 24.5 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Dec. 18, 2023 USD ($) $ / shares shares | May 22, 2023 | Jun. 30, 2024 USD ($) shares | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) shares | Dec. 15, 2023 $ / shares | Sep. 29, 2021 USD ($) | |
Share Repurchase Program [Line Items] | |||||||||
Share price (in dollars per share) | $ / shares | $ 128.95 | ||||||||
Repurchase aggregate cost | $ 13 | $ 145.7 | |||||||
Stock split, conversion ratio | 2 | ||||||||
2021 Stock Repurchase Program | |||||||||
Share Repurchase Program [Line Items] | |||||||||
Authorized stock repurchase amount | $ 500 | ||||||||
Remaining unused authorization for stock repurchase program | $ 179.9 | $ 179.9 | |||||||
Repurchase of common stock (in shares) | shares | 93,874 | 0 | 278,695 | 0 | |||||
Repurchase aggregate cost | $ 13 | $ 0 | $ 35 | $ 0 | |||||
Stock Repurchase Agreement with The Duchossois Group, Inc Affiliate | |||||||||
Share Repurchase Program [Line Items] | |||||||||
Repurchase of common stock (in shares) | shares | 1,000,000 | ||||||||
Price per common stock (in dollars per share) | $ / shares | $ 123.75 | ||||||||
Purchase discount | 4.03% | ||||||||
Stock Repurchase Agreement with The Duchossois Group, Inc Affiliate | Affiliate Of Duchossois Group, Inc. | |||||||||
Share Repurchase Program [Line Items] | |||||||||
Repurchase aggregate cost | $ 123.8 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Repurchase Agreements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share Repurchase Program [Line Items] | |||||
Repurchase aggregate cost | $ 13 | $ 145.7 | |||
2021 Stock Repurchase Program | |||||
Share Repurchase Program [Line Items] | |||||
Repurchase of common stock (in shares) | 93,874 | 0 | 278,695 | 0 | |
Repurchase aggregate cost | $ 13 | $ 0 | $ 35 | $ 0 |
Stock-based Compensation Plan_2
Stock-based Compensation Plans - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) performanceCondition performanceCriteria | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 16.1 | $ 16.7 | ||
Number of performance criteria | performanceCriteria | 2 | |||
PSUs | Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 3 years | |||
Number of performance conditions | performanceCondition | 2 | |||
Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 8.9 | $ 8.1 | $ 16.1 | $ 16.7 |
Stock-based Compensation Plan_3
Stock-based Compensation Plans - Summary of RSUs and PSUs Granted (Details) - Tranche One shares in Thousands | 6 Months Ended |
Jun. 30, 2024 shares | |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Units Awarded (in shares) | 140 |
Award vesting period (in years) | 3 years |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Units Awarded (in shares) | 63 |
Service period vested (in years) | 3 years |
RSAs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Units Awarded (in shares) | 4 |
Service period vested (in years) | 1 year |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt | $ 4,893.1 | $ 4,874 |
Current maturities of long-term debt | (68) | (68) |
Unamortized premium and deferred finance charges | (33.8) | (37.7) |
Total debt, net of current maturities and costs | 4,791.3 | 4,768.3 |
2027 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 600 | 600 |
2028 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 700 | 700 |
2030 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 1,200 | 1,200 |
2031 Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 600 | 600 |
Term Loan | Term Loan B-1 due 2028 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 290.2 | 291.8 |
Term Loan | Term Loan A due 2029 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 1,202.5 | 1,235 |
Revolving Credit Facility | Revolver | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | $ 300.4 | $ 247.2 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Debt Instrument [Line Items] | |
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Secured Overnight Financing Rate (SOFR) [Member] |
Line of Credit | Credit Agreement Amendment | |
Debt Instrument [Line Items] | |
Basis spread | 1.50% |
Current borrowing capacity | $ 893.5 |
Senior Notes | 2027 Senior Notes | |
Debt Instrument [Line Items] | |
Face amount of debt issuance | $ 600 |
Stated interest rate | 5.50% |
Senior Notes | 2028 Senior Notes | |
Debt Instrument [Line Items] | |
Face amount of debt issuance | $ 700 |
Senior Notes | Senior Notes Due 2028, Existing | |
Debt Instrument [Line Items] | |
Face amount of debt issuance | $ 500 |
Stated interest rate | 4.75% |
Senior Notes | Senior Notes Due 2028, Additional | |
Debt Instrument [Line Items] | |
Face amount of debt issuance | $ 200 |
Redemption price, percentage of face amount | 103.25% |
Premium (percent) | 0.0325 |
Senior Notes | 2030 Senior Notes | |
Debt Instrument [Line Items] | |
Face amount of debt issuance | $ 1,200 |
Stated interest rate | 5.75% |
Senior Notes | 2031 Senior Notes | |
Debt Instrument [Line Items] | |
Face amount of debt issuance | $ 600 |
Stated interest rate | 6.75% |
Revolving Credit Facility | Line of Credit | |
Debt Instrument [Line Items] | |
Face amount of debt issuance | $ 1,200 |
Basis spread | 0.10% |
Commitment fee percentage | 0.25% |
Term Loan | Line of Credit | Term Loan B-1 due 2028 | |
Debt Instrument [Line Items] | |
Face amount of debt issuance | $ 300 |
Basis spread | 2.10% |
Payment percentage of principal | 0.25% |
Term Loan | Line of Credit | Term Loan A due 2029 | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 1,200 |
Basis spread | 0.10% |
Bridge Loan | Line of Credit | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 100 |
Letter of Credit | Line of Credit | |
Debt Instrument [Line Items] | |
Letters of credit outstanding | $ 6 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 252.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Remaining performance obligation, amount | $ 1.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Remaining performance obligation, amount | $ 51.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Remaining performance obligation, amount | $ 52.7 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||||
Contract with customer, revenue recognized | $ 67.2 | $ 38.8 | $ 73 | $ 42.4 | |
Contract with customer, liability | $ 46.6 | $ 46.6 | $ 92.3 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Net Revenue From External Customers and Intercompany Revenue From Each Operating Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 890.7 | $ 768.5 | $ 1,481.6 | $ 1,328 |
Disclosure of complimentary revenue | 14.2 | 12.3 | 27.6 | 24.5 |
Related Party | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 274.2 | 245.9 | 513.4 | 495.9 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0.1 | 0.2 | 0.1 | 0.5 |
External Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 890.7 | 768.5 | 1,481.6 | 1,328 |
External Customer | Pari-mutuel, live and simulcast racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 170.3 | 160.9 | 271.7 | 262.9 |
External Customer | Pari-mutuel, historical racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 221.4 | 191.1 | 442.3 | 382.4 |
External Customer | Racing event-related services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 177.4 | 138.2 | 180.7 | 141.1 |
External Customer | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 235.7 | 210.6 | 437.6 | 423.1 |
External Customer | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 85.9 | 67.7 | 149.3 | 118.5 |
Operating Segments | External Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 890.6 | 768.3 | 1,481.5 | 1,327.5 |
Operating Segments | External Customer | Pari-mutuel, live and simulcast racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 170.3 | 160.9 | 271.7 | 262.9 |
Operating Segments | External Customer | Pari-mutuel, historical racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 221.4 | 191.1 | 442.3 | 382.4 |
Operating Segments | External Customer | Racing event-related services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 177.4 | 138.2 | 180.7 | 141.1 |
Operating Segments | External Customer | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 235.7 | 210.6 | 437.6 | 423.1 |
Operating Segments | External Customer | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 85.8 | 67.5 | 149.2 | 118 |
Operating Segments | Live and Historical | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 464.7 | 385 | 709.8 | 599.4 |
Operating Segments | Live and Historical | Related Party | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 25.5 | 23 | 29.3 | 24.4 |
Operating Segments | Live and Historical | External Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 464.7 | 385 | 709.8 | 599.4 |
Operating Segments | Live and Historical | External Customer | Pari-mutuel, live and simulcast racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 50.4 | 40.2 | 61.4 | 51.2 |
Operating Segments | Live and Historical | External Customer | Pari-mutuel, historical racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 212.1 | 184.1 | 424.2 | 369.4 |
Operating Segments | Live and Historical | External Customer | Racing event-related services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 176 | 136.7 | 177.1 | 137.7 |
Operating Segments | Live and Historical | External Customer | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 3.3 | 2.5 | 6.4 | 5.1 |
Operating Segments | Live and Historical | External Customer | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 22.9 | 21.5 | 40.7 | 36 |
Operating Segments | TwinSpires | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 151.7 | 137.4 | 258.3 | 232.2 |
Operating Segments | TwinSpires | Related Party | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 8.2 | 1.7 | 15.7 | 3.3 |
Operating Segments | TwinSpires | External Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 151.7 | 137.4 | 258.3 | 232.2 |
Operating Segments | TwinSpires | External Customer | Pari-mutuel, live and simulcast racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 115.4 | 117.5 | 195.2 | 196.9 |
Operating Segments | TwinSpires | External Customer | Pari-mutuel, historical racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Operating Segments | TwinSpires | External Customer | Racing event-related services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Operating Segments | TwinSpires | External Customer | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 4.3 | 1.2 | 10 | 5.6 |
Operating Segments | TwinSpires | External Customer | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 32 | 18.7 | 53.1 | 29.7 |
Operating Segments | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 274.2 | 245.9 | 513.4 | 495.9 |
Operating Segments | Gaming | Related Party | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0.2 | 2 | 4.2 | 3.6 |
Operating Segments | Gaming | External Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 274.2 | 245.9 | 513.4 | 495.9 |
Operating Segments | Gaming | External Customer | Pari-mutuel, live and simulcast racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 4.5 | 3.2 | 15.1 | 14.8 |
Operating Segments | Gaming | External Customer | Pari-mutuel, historical racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 9.3 | 7 | 18.1 | 13 |
Operating Segments | Gaming | External Customer | Racing event-related services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1.4 | 1.5 | 3.6 | 3.4 |
Operating Segments | Gaming | External Customer | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 228.1 | 206.9 | 421.2 | 412.4 |
Operating Segments | Gaming | External Customer | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 30.9 | 27.3 | 55.4 | 52.3 |
All Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0.1 | 0.2 | 0.1 | 0.5 |
All Other | Related Party | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 1.8 | 0 | 1.8 | 0 |
All Other | External Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0.1 | 0.2 | 0.1 | 0.5 |
All Other | External Customer | Pari-mutuel, live and simulcast racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
All Other | External Customer | Pari-mutuel, historical racing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
All Other | External Customer | Racing event-related services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
All Other | External Customer | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
All Other | External Customer | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0.1 | 0.2 | 0.1 | 0.5 |
Eliminations | Related Party | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | (35.7) | (26.7) | (51) | (31.3) |
Churchill Downs Racetrack | Operating Segments | Live and Historical | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 228 | 178.3 | 231.1 | 180.7 |
Louisville | Operating Segments | Live and Historical | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 53.1 | 45.3 | 106.8 | 89.3 |
Northern Kentucky | Operating Segments | Live and Historical | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 22 | 17.3 | 50.5 | 43.6 |
Southwestern Kentucky | Operating Segments | Live and Historical | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 40.2 | 37.6 | 78.8 | 74.1 |
Western Kentucky | Operating Segments | Live and Historical | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 6.1 | 9.4 | 12.9 | 14.2 |
Virginia | Operating Segments | Live and Historical | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 111.9 | 94.6 | 223.1 | 192.3 |
New Hampshire | Operating Segments | Live and Historical | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 3.4 | 2.5 | 6.6 | 5.2 |
Florida | Operating Segments | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 26.5 | 26 | 52.6 | 52.1 |
Iowa | Operating Segments | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 23.5 | 24 | 46.9 | 48.5 |
Indiana | Operating Segments | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 33.9 | 0 | 33.9 | 0 |
Louisiana | Operating Segments | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 37.1 | 33.8 | 81.4 | 77.9 |
Maine | Operating Segments | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 26.8 | 29.5 | 53.6 | 57.2 |
Maryland | Operating Segments | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 26.2 | 27.6 | 47.8 | 50.9 |
Mississippi | Operating Segments | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 24.5 | 25.8 | 50.5 | 53.3 |
New York | Operating Segments | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 46.5 | 44.6 | 91.5 | 89.1 |
Pennsylvania | Operating Segments | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 29.2 | $ 34.6 | $ 55.2 | $ 66.9 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Accounts Receivable (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 142 | $ 111.9 |
Allowance for credit losses | (5.9) | (5) |
Accounts receivable, net | 136.1 | 106.9 |
Trade receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 56.8 | 42.6 |
Simulcast and online wagering receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 54.6 | 44.9 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 30.6 | $ 24.4 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Account wagering deposits liability | $ 74 | $ 58.7 |
Accrued salaries and related benefits | 35.1 | 45.1 |
Purses payable | 39 | 35.2 |
Accrued interest | 48.9 | 49.4 |
Accrued fixed assets | 64.1 | 88.6 |
Accrued gaming liabilities | 29.6 | 29.5 |
Other | 128.4 | 120.3 |
Total | $ 419.1 | $ 426.8 |
Temporary Equity (Details)
Temporary Equity (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Apr. 30, 2024 | Apr. 08, 2024 | |
Redeemable Noncontrolling Interest Rollforward [Roll Forward] | ||||||
Balance, December 31, 2023 | $ 0 | |||||
Redeemable noncontrolling interest initial measurement | $ 14.4 | |||||
Net income attributable to redeemable noncontrolling interest | 0.9 | |||||
Redemption value adjustment | $ 0.8 | $ 0 | 0.8 | $ 0 | ||
Balance, June 30, 2024 | $ 16.1 | $ 16.1 | ||||
United Tote Company | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Percent sold | 49% |
Investments in and Advances t_3
Investments in and Advances to Unconsolidated Affiliates - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Investments in and Advances to Affiliates [Line Items] | |||
Distributions from unconsolidated affiliates | $ 81.7 | $ 91.7 | |
Rivers Des Plaines | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investment, ownership percentage | 61.30% | ||
Equity method investment, difference between carrying amount and underlying equity | $ 832.8 | ||
Equity method investment, amount | 535.1 | $ 541.2 | |
Distributions from unconsolidated affiliates | $ 58.7 | 68.2 | |
Miami Valley Gaming LLC | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investment, ownership percentage | 50% | ||
Equity method investment, amount | $ 113.7 | $ 114.6 | |
Distributions from unconsolidated affiliates | $ 23 | $ 23.5 | |
High Plaines | Rivers Des Plaines | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investment, ownership percentage | 36% | ||
Casino Investors | Rivers Des Plaines | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investment, ownership percentage | 2.70% | ||
Delaware North Companies Gaming & Entertainment Inc. | Miami Valley Gaming LLC | |||
Investments in and Advances to Affiliates [Line Items] | |||
Equity method investment, ownership percentage | 50% |
Investments in and Advances t_4
Investments in and Advances to Unconsolidated Affiliates - Affiliate Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Investments in and Advances to Affiliates [Line Items] | ||||||
Net revenue | $ 890.7 | $ 768.5 | $ 1,481.6 | $ 1,328 | ||
Operating and SG&A expense | 57.4 | 48.1 | 112.2 | 100.4 | ||
Operating income | 330 | 225.6 | 456.3 | 345.5 | ||
Net income attributable to Churchill Downs Incorporated | 209.3 | $ 80.4 | 143 | $ 155.7 | 289.7 | 298.7 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||||
Investments in and Advances to Affiliates [Line Items] | ||||||
Net revenue | 215.9 | 218.7 | 432.8 | 439.3 | ||
Operating and SG&A expense | 132.2 | 135 | 267.1 | 272.2 | ||
Depreciation and amortization | 7 | 5.9 | 13.3 | 11.6 | ||
Total operating expense | 139.2 | 140.9 | 280.4 | 283.8 | ||
Operating income | 76.7 | 77.8 | 152.4 | 155.5 | ||
Interest and other, net | (11.4) | (10.7) | (22.4) | (21.6) | ||
Net income attributable to Churchill Downs Incorporated | $ 65.3 | $ 67.1 | $ 130 | $ 133.9 |
Investments in and Advances t_5
Investments in and Advances to Unconsolidated Affiliates - Affiliate Balance Sheet (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Current assets | $ 436 | $ 400.8 |
Other assets, net | 18.3 | 19.3 |
Total assets | 7,170.1 | 6,955.5 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current liabilities | 763.2 | 755.8 |
Other liabilities | 140.6 | 137.8 |
Members' deficit | 1,031.9 | 894.5 |
Total liabilities and shareholders' equity | 7,170.1 | 6,955.5 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Assets | ||
Current assets | 91.9 | 104.8 |
Property and equipment, net | 334.3 | 339.4 |
Other assets, net | 270.1 | 266.1 |
Total assets | 696.3 | 710.3 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current liabilities | 103.7 | 106.2 |
Long-term debt | 847 | 847.2 |
Other liabilities | 0.8 | 0.7 |
Members' deficit | (255.2) | (243.8) |
Total liabilities and shareholders' equity | $ 696.3 | $ 710.3 |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 90.6 | $ 77.3 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 90.6 | 77.3 |
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 |
2027 Senior Notes | Senior Notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
2027 Senior Notes | Senior Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 589.5 | 591.8 |
2027 Senior Notes | Senior Notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
2028 Senior Notes | Senior Notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
2028 Senior Notes | Senior Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 669.3 | 668.6 |
2028 Senior Notes | Senior Notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
2030 Senior Notes | Senior Notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
2030 Senior Notes | Senior Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,165.8 | 1,171.5 |
2030 Senior Notes | Senior Notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
2031 Senior Notes | Senior Notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
2031 Senior Notes | Senior Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 602.5 | 611.2 |
2031 Senior Notes | Senior Notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Term Loan | Term Loan B-1 | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Term Loan | Term Loan B-1 | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 287.3 | 291.8 |
Term Loan | Term Loan B-1 | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Term Loan | Term Loan A | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Term Loan | Term Loan A | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,137.5 | 1,235 |
Term Loan | Term Loan A | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Revolving Credit Facility | Revolver | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Revolving Credit Facility | Revolver | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 300.4 | 247.2 |
Revolving Credit Facility | Revolver | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | 0 |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 90.6 | 77.3 |
Carrying Amount | 2027 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 597 | 596.5 |
Carrying Amount | 2028 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 698.9 | 698.7 |
Carrying Amount | 2030 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,186.8 | 1,185.6 |
Carrying Amount | 2031 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 591 | 590.4 |
Carrying Amount | Term Loan | Term Loan B-1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 288 | 289.2 |
Carrying Amount | Term Loan | Term Loan A | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,197.2 | 1,228.7 |
Carrying Amount | Revolving Credit Facility | Revolver | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 300.4 | 247.2 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 90.6 | 77.3 |
Fair Value | 2027 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 589.5 | 591.8 |
Fair Value | 2028 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 669.3 | 668.6 |
Fair Value | 2030 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,165.8 | 1,171.5 |
Fair Value | 2031 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 602.5 | 611.2 |
Fair Value | Term Loan | Term Loan B-1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 287.3 | 291.8 |
Fair Value | Term Loan | Term Loan A | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,137.5 | 1,235 |
Fair Value | Revolving Credit Facility | Revolver | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 300.4 | $ 247.2 |
Net Income Per Common Share C_3
Net Income Per Common Share Computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator for basic and diluted net income per common share: | ||||||
Net income attributable to Churchill Downs Incorporated | $ 209.3 | $ 80.4 | $ 143 | $ 155.7 | $ 289.7 | $ 298.7 |
Adjustments related to redeemable noncontrolling interest | (0.8) | 0 | (0.8) | 0 | ||
Net income attributable to common shareholders | $ 208.5 | $ 143 | $ 288.9 | $ 298.7 | ||
Denominator for net income per common share: | ||||||
Basic (in shares) | 73,900 | 75,300 | 74,000 | 75,300 | ||
Plus dilutive effect of stock awards (in shares) | 700 | 1,600 | 600 | 1,200 | ||
Diluted (in shares) | 74,600 | 76,900 | 74,600 | 76,500 | ||
Basic | ||||||
Basic net income (in dollars per share) | $ 2.82 | $ 1.90 | $ 3.90 | $ 3.97 | ||
Diluted | ||||||
Diluted net income (in dollars per share) | $ 2.79 | $ 1.86 | $ 3.87 | $ 3.90 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 890.7 | $ 768.5 | $ 1,481.6 | $ 1,328 |
External Customer | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 890.7 | 768.5 | 1,481.6 | 1,328 |
Operating Segments | Live and Historical | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 464.7 | 385 | 709.8 | 599.4 |
Operating Segments | TwinSpires | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 151.7 | 137.4 | 258.3 | 232.2 |
Operating Segments | Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 274.2 | 245.9 | 513.4 | 495.9 |
Operating Segments | External Customer | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 890.6 | 768.3 | 1,481.5 | 1,327.5 |
Operating Segments | External Customer | Live and Historical | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 464.7 | 385 | 709.8 | 599.4 |
Operating Segments | External Customer | TwinSpires | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 151.7 | 137.4 | 258.3 | 232.2 |
Operating Segments | External Customer | Gaming | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 274.2 | 245.9 | 513.4 | 495.9 |
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 0.1 | 0.2 | 0.1 | 0.5 |
All Other | External Customer | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 0.1 | $ 0.2 | $ 0.1 | $ 0.5 |
Segment Information - Schedule
Segment Information - Schedule of Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 444.8 | $ 363.7 | $ 687.3 | $ 586.6 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 466.1 | 380.8 | 729.3 | 621.8 |
Live and Historical | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 490.2 | 408 | 739.1 | 623.8 |
Gaming taxes and purses | (100) | (85.4) | (165) | (141.9) |
Marketing and advertising | (12.5) | (12.1) | (21.8) | (20.3) |
Salaries and benefits | (36.5) | (30.3) | (63.3) | (52.1) |
Content expense | (2.1) | (2) | (3.4) | (3.5) |
Selling, general and administrative expense | (8.5) | (7.3) | (17.3) | (16) |
Maintenance, insurance and utilities | (11.5) | (10.1) | (21.8) | (19.4) |
Property and other taxes | (1.8) | (1.5) | (4.5) | (2.7) |
Other operating expense | (38.3) | (36) | (62.2) | (62.5) |
Other income | 0.2 | 0.2 | 0.2 | 0.2 |
Adjusted EBITDA | 279.2 | 223.5 | 380 | 305.6 |
TwinSpires | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 159.9 | 139.1 | 274 | 235.5 |
Gaming taxes and purses | (7.3) | (7) | (12.2) | (12) |
Marketing and advertising | (4.9) | (5.3) | (6.1) | (6.7) |
Salaries and benefits | (8) | (7.5) | (15.9) | (13.7) |
Content expense | (73.3) | (68.7) | (117.3) | (111.7) |
Selling, general and administrative expense | (4.3) | (2.7) | (8.8) | (5.1) |
Maintenance, insurance and utilities | (1) | (0.8) | (2) | (1.7) |
Property and other taxes | 0 | (0.1) | (0.1) | (0.1) |
Other operating expense | (14.9) | (13.1) | (25.8) | (22.2) |
Other income | 0 | 0 | 0 | 1 |
Adjusted EBITDA | 46.2 | 33.9 | 85.8 | 63.3 |
Gaming | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 274.4 | 247.9 | 517.6 | 499.5 |
Gaming taxes and purses | (83.5) | (81.7) | (164) | (165.3) |
Marketing and advertising | (9.2) | (9) | (17) | (17.6) |
Salaries and benefits | (40.3) | (39.5) | (78.3) | (74) |
Content expense | (2.6) | (2.7) | (4.4) | (4.5) |
Selling, general and administrative expense | (11.8) | (10.3) | (22) | (22.5) |
Maintenance, insurance and utilities | (11.1) | (9.6) | (20.7) | (19.4) |
Property and other taxes | (3.3) | (3) | (6.7) | (6.3) |
Other operating expense | (20.2) | (17.4) | (38.5) | (34.3) |
Other income | 48.3 | 48.7 | 97.5 | 97.3 |
Adjusted EBITDA | $ 140.7 | $ 123.4 | $ 263.5 | $ 252.9 |
Segment Information - Reconcili
Segment Information - Reconciliation of Comprehensive Income to Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||||
Net income attributable to Churchill Downs Incorporated | $ 209.3 | $ 80.4 | $ 143 | $ 155.7 | $ 289.7 | $ 298.7 |
Net income attributable to noncontrolling interest | 0.9 | 0 | 0.9 | 0 | ||
Net income and comprehensive income | 210.2 | 143 | 290.6 | 298.7 | ||
Depreciation and amortization | 49.2 | 41.8 | 96.1 | 79.7 | ||
Interest expense | 73.5 | 65.2 | 143.9 | 129.9 | ||
Income tax provision | 84.1 | 56.2 | 105.5 | 109.4 | ||
EBITDA | 417 | 306.2 | 636.1 | 617.7 | ||
Stock-based compensation expense | 8.9 | 8.1 | 16.1 | 16.7 | ||
Pre-opening expense | 7.5 | 3.2 | 15.8 | 6.4 | ||
Arlington exit costs | 0 | 5.9 | 0 | 9.3 | ||
Other expenses, net | 0.1 | 6.6 | 0.3 | 6.9 | ||
Asset impairments | 0 | 24.5 | 0 | 24.5 | ||
Transaction expense, net | 0.6 | 0.5 | 4.7 | 0.3 | ||
Interest, depreciation and amortization expense related to equity investments | 10.5 | 9.9 | 20.8 | 19.7 | ||
Other charges and recoveries, net | (0.1) | (1.2) | (6.8) | (0.9) | ||
Gain on sale of Arlington | 0 | 0 | 0 | (114) | ||
Total adjustments to EBITDA | 27.8 | 57.5 | 51.2 | (31.1) | ||
Adjusted EBITDA | 444.8 | 363.7 | 687.3 | 586.6 | ||
Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | 466.1 | 380.8 | 729.3 | 621.8 | ||
All Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | (21.3) | (17.1) | (42) | (35.2) | ||
Live and Historical | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | 279.2 | 223.5 | 380 | 305.6 | ||
TwinSpires | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | 46.2 | 33.9 | 85.8 | 63.3 | ||
Gaming | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | 140.7 | 123.4 | 263.5 | 252.9 | ||
Rivers Des Plaines | ||||||
Segment Reporting Information [Line Items] | ||||||
Rivers Des Plaines' legal reserves and transaction costs | $ 0.3 | $ 0 | $ 0.3 | $ 0 |
Segment Information - Schedul_2
Segment Information - Schedule of Total Assets and Capital Expenditures by Operating Segment (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 7,170.1 | $ 6,955.5 | |
Capital expenditures: | 292 | $ 312.4 | |
Operating Segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 6,464.6 | 6,267.7 | |
Capital expenditures: | 284 | 308.6 | |
Operating Segments | Live and Historical | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 4,040 | 3,872.9 | |
Capital expenditures: | 188.3 | 239.8 | |
Operating Segments | TwinSpires | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 480.2 | 473.9 | |
Capital expenditures: | 7.2 | 6.4 | |
Operating Segments | Gaming | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 1,944.4 | 1,920.9 | |
Capital expenditures: | 88.5 | 62.4 | |
All Other | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 705.5 | $ 687.8 | |
Capital expenditures: | $ 8 | $ 3.8 |