Churchill Downs Incorporated (the "Company", "we", "us", "our") is an industry-leading racing, online wagering and gaming entertainment company anchored by our iconic flagship event, the Kentucky Derby.
−Removed: We own and operate Derby City Gaming, a historical racing machine ("HRM") facility in Louisville, Kentucky.
−Removed: We also own and operate the largest online horse racing wagering platform in the U.S., TwinSpires.com, and we operate sports betting and iGaming through our BetAmerica platform in multiple states.
−Removed: We are also a leader in brick-and-mortar casino gaming with approximately 11,000 slot machines and video lottery terminals ("VLTs") and 200 table games in eight states.
+Added: We own and operate three pari-mutuel gaming entertainment venues with approximately 3,050 historical racing machines ("HRMs") in Kentucky.
+Added: We also own and operate TwinSpires, one of the largest and most profitable online wagering platforms for horse racing, sports and iGaming in the U.S and we have seven retail sportsbooks.
+Added: We are also a leader in brick-and-mortar casino gaming in eight states with approximately 11,000 slot machines and video lottery terminals ("VLTs") and 200 table games.
We were organized as a Kentucky corporation in 1928, and our principal executive offices are located in Louisville, Kentucky.
−Removed: Acquisitions of Presque Isle Downs and Casino and Lady Luck Casino Nemacolin
−Removed: On January 11, 2019, we completed the acquisition of Presque Isle Downs and Casino ("Presque Isle") located in Erie, Pennsylvania from Eldorado Resorts, Inc.
−Removed: ("ERI") for cash consideration of $178.9 million (the "Presque Isle Transaction") and $1.6 million of working capital and other purchase price adjustments.
−Removed: On March 8, 2019, the Company assumed management and acquired certain assets related to the management of Lady Luck Casino Nemacolin ("Lady Luck Nemacolin") in Farmington, Pennsylvania, from ERI for cash consideration of $100,000 (the "Lady Luck Nemacolin Transaction").
−Removed: Refer to Part II, Item 8.
−Removed: Financial Statements and Supplementary Data, for additional information on the Presque Isle Transaction and the Lady Luck Nemacolin Transaction.
−Removed: Acquisition of Certain Ownership Interests of Rivers Des Plaines
−Removed: On March 5, 2019, the Company completed the acquisition of certain ownership interests of Midwest Gaming Holdings, LLC ("Midwest Gaming"), the parent company of Rivers Casino Des Plaines ("Rivers Des Plaines") to acquire approximately 42% of Midwest Gaming from affiliates and co-investors of Clairvest Group Inc.
−Removed: ("Clairvest") and members of High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC, and Casino Investors, LLC ("Casino Investors") for cash consideration of approximately $406.6 million and $3.5 million of certain transaction costs and working capital adjustments (the "Sale Transaction").
−Removed: Following the closing of the Sale Transaction, the parties completed a recapitalization transaction on March 6, 2019 (the "Recapitalization"), pursuant to which Midwest Gaming used approximately $300.0 million in proceeds from amended and extended credit facilities to redeem, on a pro rata basis, additional Midwest Gaming units held by High Plaines and Casino Investors.
−Removed: As a result of the Recapitalization, the Company's ownership of Midwest Gaming increased to 61.3%.
−Removed: High Plaines retained ownership of 36.0% of Midwest Gaming and Casino Investors retained ownership of 2.7% of Midwest Gaming.
−Removed: We also recognized a $103.2 million deferred tax liability and a corresponding increase in our investment in unconsolidated affiliates related to an entity we acquired in conjunction with our acquisition of the Clairvest ownership stake in Midwest Gaming.
−Removed: Refer to Part II, Item 8.
−Removed: Financial Statements and Supplementary Data, for additional information on the Sale Transaction and Recapitalization.
−Removed: Turfway Park Acquisition
−Removed: The Company completed the acquisition of Turfway Park from Jack Entertainment LLC ("JACK") and Hard Rock International ("Hard Rock") on October 9, 2019 for total consideration of $46 million in cash ("Turfway Park Acquisition").
−Removed: Turfway Park is located on 197 acres in Florence, Kentucky.
−Removed: The Company has announced plans and has begun to invest up to $150.0 million (including the Turfway Park Acquisition total consideration of $46.0 million) in a state-of-the-art live and historical thoroughbred racing facility at Turfway Park.
−Removed: Of the $46.0 million total consideration, $36.0 million, less $0.9 million of working capital and purchase price adjustments, was paid to JACK and accounted for as a business combination.
−Removed: The remaining $10.0 million was paid to Hard Rock for the assignment of the purchase and sale agreement rights and was accounted for separately from the business combination as an intangible asset and was amortized through expense in the fourth quarter of 2019.
−Removed: Refer to Part II, Item 8.
−Removed: Financial Statements and Supplementary Data, for additional information on the Turfway Park Acquisition.
−Removed: On January 25, 2019, the Company distributed the additional shares resulting from a previously announced three-for-one split (the "Stock Split") of the Company's common stock for shareholders of record as of January 11, 2019.
−Removed: Our common stock began trading at the split-adjusted price on January 28, 2019.
−Removed: All share and per-share amounts in the Company’s consolidated financial statements and related notes in Part II.
−Removed: Financial Statements and Supplementary Data have been retroactively adjusted for the prior periods to reflect the effects of the Stock Split.
+Added: Impact of the COVID-19 Global Pandemic
+Added: In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic.
+Added: Considerable uncertainty still surrounds the potential effects of the COVID-19 virus, and the extent of and effectiveness of responses taken on international, national and local levels.
+Added: Measures taken to limit the impact of COVID-19, including shelter-in-place orders, social distancing measures, travel bans and restrictions, and business and government shutdowns, have resulted and continue to result in significant negative economic impacts in the U.S.
+Added: and in relation to our business.
+Added: Although vaccines are now available, their distribution is currently limited and there can be no assurance that these vaccines will be successful in ending the COVID-19 global pandemic.
+Added: The long-term impact of COVID-19 on the U.S.
+Added: and world economies and continuing impact on our business remains uncertain, the duration and scope of which cannot currently be predicted.
+Added: In response to the measures taken to limit the impact of COVID-19 described above, and for the protection of our employees, customers, and communities, we temporarily suspended operations at our properties in March 2020.
+Added: In May 2020, we began to reopen our properties with patron restrictions and gaming limitations.
+Added: One property temporarily suspended operations again in July 2020 and reopened in August 2020, and three properties temporarily suspended operations again in December 2020 and reopened in January 2021.
+Added: We implemented a number of initiatives to facilitate social distancing and enhanced cleaning, such as increased frequency of cleaning and sanitizing of all high-touch surfaces, mandatory temperature checks of all guests and team members upon entry and required training for all team members on safety protocols.
+Added: Certain amenities at our properties have continued to be suspended, including food buffets and valet services, and certain restaurants and food outlets.
+Added: A summary of the temporary closures and the current status of each property is provided in Part II, Item 7.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations contained within this Report.
Business Segments
−Removed: During the first quarter of 2019, we realigned our operating segments to reflect the internal management reporting used by our chief operating decision maker to evaluate results of operations and to assess performance and allocate resources.
For financial reporting purposes, we aggregate our operating segments into three reportable segments as follows:
Churchill Downs, Online Wagering and Gaming.
+Added: 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.
Financial information about these segments is set forth in Part II, Item 8.
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We conduct our business through these reportable segments and report net revenue and operating expense associated with these reportable segments in Part II, Item 8.
−Removed: Financial Statements and Supplementary Data.
−Removed: Effective January 1, 2019, the Company does not allocate corporate and other related expenses to the segments in the accompanying consolidated statements of comprehensive income included in Part II, Item 8.
−Removed: Financial Statements and Supplementary Data.
−Removed: The prior year results in the accompanying consolidated statements of comprehensive income were reclassified to conform to this presentation.
+Added: Financial Statements and Supplementary Data, contained within this Report.
Churchill Downs
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Churchill Downs Racetrack is the home of the Kentucky Derby and conducts live racing during the year.
−Removed: Derby City Gaming is an HRM facility that operates under the Churchill Downs pari-mutuel racing license at its auxiliary training facility in Louisville, Kentucky.
+Added: Derby City Gaming is an HRM facility that operates under the Churchill Downs pari-mutuel racing license at the auxiliary training facility for Churchill Downs Racetrack in Louisville, Kentucky.
Churchill Downs Racetrack and Derby City Gaming earn commissions primarily from pari-mutuel wagering on live races at Churchill Downs and on historical races at Derby City Gaming;
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We have conducted thoroughbred racing continuously at Churchill Downs Racetrack since 1875.
−Removed: The Kentucky Derby is the longest continuously held annual sporting event in the United States and is the first race of the annual series of races for 3-year old thoroughbreds known as the Triple Crown.
−Removed: Our history of increased wagering, along with the attractive demographic profile of our guests and global television viewership are attractive to sponsors and corporate partners, especially those with similar luxury and/or marquee brands.
−Removed: As a result, the Kentucky Derby Week generated the tenth consecutive year of earnings growth in 2019.
−Removed: We conducted 70 live race days in 2017 and 2018;
−Removed: and conducted 74 live racing days in 2019.
−Removed: In 2020, we anticipate conducting up to 72 live race days.
−Removed: In 2002, as part of the financing of improvements to the Churchill Downs Racetrack facility, we transferred title of the Churchill Downs Racetrack facility to the City of Louisville, Kentucky and entered into a 30-year lease for the facility.
−Removed: Subject to the terms of the lease, we can re-acquire the facility at any time for $1.00.
+Added: The Kentucky Derby is the longest continuously held annual sporting event in the U.S.
+Added: and is the first race of the annual series of races for 3-year-old thoroughbreds known as the Triple Crown.
+Added: The demographic profile of our guests, global television viewership and long-running nature of this iconic event are attractive to sponsors and corporate partners, especially those with similar luxury and/or marquee brands.
+Added: The Kentucky Derby Week generated the tenth consecutive year of earnings growth in 2019.
+Added: The 2020 Kentucky Derby Week results were severely impacted by the rescheduling of the 146th Kentucky Derby from the first weekend in May to the first weekend in September and without spectators due to the COVID-19 global pandemic.
+Added: We conducted 70 live race days in 2018, 74 live racing days in 2019 and 65 live race days, including 41 spectator-free live race days, in 2020.
+Added: In 2021, we anticipate conducting up to 71 live race days with spectators.
Churchill Downs Racetrack is located on 175 acres and has a one-mile dirt track, a 7/8-mile turf track, a stabling area, and a variety of areas, structures, and buildings that provide seating for our patrons.
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The Churchill Downs Racetrack facility also includes a simulcast wagering facility.
−Removed: In October 2019, we announced plans to invest $300.0 million to build a hotel and HRM facility and permanent stadium seating at Churchill Downs Racetrack.
−Removed: The development will transform the area alongside the track at the first turn providing unparalleled VIP guest experiences.
−Removed: The new 156-room, 7-story hotel will include a state-of-the-art 900-machine HRM gaming floor, sports bar, VIP lounge and multiple year-round dining venues.
−Removed: The development will provide upgraded amenities for 6,700 guests and 5,500 new reserved seats.
−Removed: New hospitality services, including food and beverage services, will be provided to 3,400 guests in the existing Section 111 of the racetrack and to the existing 3,300 guests in the new permanent outdoor stadium seating that will replace the existing grandstand seating.
−Removed: The 5,500 new reserved seats will be comprised of permanent outdoor stadium seats for 1,400 additional guests, 2,100 guests in the new 2nd floor 27,000 square-foot ballroom and meeting space, and 3rd floor balcony, 1,680 guests on the 3rd – 6th floors in a variety of suites with private balconies, and 320 guests in the 7th floor penthouse suites with balconies that stretch the length of the building.
−Removed: Our auxiliary training facility provides additional stabling and training facilities sufficient to accommodate 500 horses and a 3/4-mile dirt track.
+Added: In April 2020, we completed a state-of-the-art equine medical center and quarantine barns on the backside area of Churchill Downs Racetrack which reinforces our ongoing commitment to equine and jockey safety and supports our long-term international growth strategy.
+Added: In 2002, we transferred title of the Churchill Downs Racetrack facility to the City of Louisville, Kentucky and entered into a 30-year lease for the facility as part of the financing of improvements to the Churchill Downs Racetrack facility.
+Added: We can re-acquire the facility at any time for $1.00 subject to the terms of the lease.
Derby City Gaming
−Removed: In September 2018, we opened Derby City Gaming, our 85,000 square-foot, state-of-the-art HRM facility at our Churchill Downs Racetrack auxiliary training facility in Louisville, Kentucky.
−Removed: Derby City Gaming operates under our Churchill Downs Racetrack pari-mutuel racing license, and currently has 1,000 HRMs in service, a simulcast center, and a dining facility.
+Added: In September 2018, we opened Derby City Gaming, an 85,000 square-foot, state-of-the-art HRM facility at the Churchill Downs Racetrack auxiliary training facility in Louisville, Kentucky.
+Added: On September 3, 2020, Derby City Gaming opened a new 8,000 square-foot outdoor gaming patio on the south side of the property.
+Added: Derby City Gaming operates under the Churchill Downs Racetrack pari-mutuel racing license, and has approximately 1,225 HRMs, a simulcast center, and a dining facility.
Online Wagering
−Removed: The Online Wagering segment includes the revenue and expenses for the TwinSpires business ("TwinSpires") and the online sports betting and iGaming business.
+Added: The Online Wagering segment includes the revenue and expenses for the TwinSpires Horse Racing and the TwinSpires Sports and Casino businesses.
Both businesses are headquartered in Louisville, Kentucky.
−Removed: TwinSpires Business
−Removed: TwinSpires operates our online horse racing wagering business on TwinSpires.com, BetAmerica.com, and other white-label platforms;
−Removed: facilitates high dollar wagering by international customers ("Velocity");
−Removed: and provides the Bloodstock Research Information Services ("BRIS") platform for horse racing statistical data.
−Removed: TwinSpires is the largest legal online horse racing wagering platform in the U.S.
−Removed: TwinSpires accepts pari-mutuel wagers through advance deposit wagering ("ADW") from customers residing in certain states who establish and fund an account from which they may place wagers via telephone, mobile device or through the Internet.
−Removed: Our business is licensed as a multi-jurisdictional simulcasting and interactive wagering hub in the state of Oregon.
−Removed: We offer our customers streaming video of live horse races, as well as replays, and an assortment of racing and handicapping information.
+Added: TwinSpires Horse Racing
+Added: TwinSpires Horse Racing operates the online horse racing wagering business for TwinSpires.com, BetAmerica.com, and other white-label platforms;
+Added: facilitates high dollar wagering by international customers (through Velocity);
+Added: and provides the Bloodstock Research Information Services platform for horse race statistical data.
+Added: TwinSpires is one of the largest and most profitable legal online horse racing wagering platforms in the U.S.
+Added: TwinSpires accepts pari-mutuel wagers through advance deposit wagering ("ADW") from customers residing in certain states who establish and fund an account from which these customers may place wagers via telephone, mobile applications or through the Internet.
+Added: This business is licensed as a multi-jurisdictional simulcasting and interactive wagering hub in the state of Oregon.
+Added: This business also offers customers streaming video of live horse races, as well as replays, and an assortment of racing and handicapping information.
+Added: BetAmerica.com is an online wagering business licensed under TwinSpires and also offers wagering on horse racing throughout the U.S.
We also provide technology services to third parties, and we earn commissions from white label ADW products and services.
Under these arrangements, we typically provide an ADW platform and related operational services while the third-party typically provides a brand name, marketing and limited customer functions.
−Removed: BetAmerica is an online wagering business licensed under TwinSpires.com, and offers wagering on horse racing throughout the U.S., as well as our brand for retail and online sports betting and iGaming.
−Removed: Sports Betting and iGaming
−Removed: Our sports betting and iGaming business operates the BetAmerica sports betting and casino iGaming platform in multiple states, including Mississippi, New Jersey, Indiana, Pennsylvania, and Arkansas.
−Removed: The mobile and online BetAmerica sports betting and casino iGaming results are included in the Online Wagering segment and the retail operations are included in the Gaming segment.
+Added: TwinSpires Sports and Casino
+Added: Our TwinSpires Sports and Casino business operates our sports betting and casino iGaming platform in multiple states, including Colorado, Indiana, Michigan, Mississippi, New Jersey, and Pennsylvania.
+Added: The TwinSpires Sports and Casino business includes the mobile and online sports betting and casino iGaming results and the results of our three retail sportsbooks in Colorado, Indiana and Michigan which utilize a third party's casino license.
+Added: The results of the two retail sportsbooks at our Mississippi properties, our retail sportsbook at Presque Isle in Pennsylvania and the retail and online BetRivers sportsbook at Rivers Des Plaines, are included in the Gaming segment.
+Added: In August 2020, the Company announced the entry into multi-year agreements with GAN Limited ("GAN") and Kambi Group PLC ("Kambi") to provide player account management, casino platform, sports trading and risk management services (collectively, the "GAN / Kambi Platforms").
+Added: The Company has transitioned the Mississippi properties to the new Kambi platform and has launched in Michigan with the new GAN / Kambi Platforms.
+Added: We plan to transition the remaining properties to the new GAN / Kambi Platforms in the first half of 2021.
+Added: On September 24, 2020, the Company opened a retail sportsbook at Bronco Billy's Casino in Cripple Creek, Colorado, and on September 25, 2020, the Company opened a retail sportsbook at Island Resort & Casino in Harris, Michigan.
+Added: The Company launched its mobile and online sportsbook and casino app in Michigan on January 22, 2021 and plans to launch its mobile sportsbook and casino app in Pennsylvania and its mobile sportsbook app in Indiana, subject to regulatory approvals, in the first half of 2021.
+Added: On January 5, 2021, the Company announced the transition from the BetAmerica brand to the TwinSpires brand for the Company's sports betting and casino platforms.
+Added: The Company launched the TwinSpires sportsbook and casino app in Michigan under the TwinSpires brand in January 2021 and the existing Company's sportsbook and casino apps will transition to the TwinSpires brand in the first half of 2021.
The Gaming segment includes revenue and expenses for the casino properties and associated racetrack or jai alai facilities which support the casino license.
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◦ Harlow’s Casino Resort and Spa ("Harlow's")
−Removed: ◦ Lady Luck Nemacolin management agreement
◦ Ocean Downs Casino and Racetrack ("Ocean Downs")
◦ Oxford Casino and Hotel ("Oxford")
−Removed: ◦ Presque Isle
+Added: ◦ Presque Isle Downs and Casino ("Presque Isle")
◦ Riverwalk Casino Hotel ("Riverwalk")
+Added: ◦ Lady Luck Casino Nemacolin ("Lady Luck Nemacolin") management agreement
The Gaming segment Adjusted EBITDA also includes the Adjusted EBITDA related to the Company’s equity investments in the following:
−Removed: ◦ 61.3% equity investment in Rivers Des Plaines
+Added: ◦ 61.3% equity investment in Rivers Casino Des Plaines ("Rivers Des Plaines")
◦ 50% equity investment in Miami Valley Gaming and Racing ("MVG")
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In February 2018, Calder was issued a jai alai permit by the Department of Business & Professional Regulation ("DBPR") Division of Pari-Mutuel Wagering ("DPW") in Florida.
−Removed: In May 2018, Calder received a jai alai license and conducted live summer jai alai performances in May and June 2019 for the State of Florida's 2018-2019 and 2019-2020 fiscal years.
+Added: Calder received a jai alai license in May 2018 and conducted live summer jai alai performances in May and June 2019 for the State of Florida's 2018-2019 fiscal year and in August and September 2019 for the 2019-2020 fiscal year.
+Added: In 2021, in order to attract better jai alai players and operate efficiently, Calder
+Added: is planning to conduct jai alai performances in the summer 2021 for the 2020-2021 fiscal year and for the 2021-2022 fiscal year.
In October 2018, the State of Florida DPW issued two separate Final Orders Granting Declaratory Statement in response to two separate Petitions for Declaratory Statements submitted by Calder regarding jai alai.
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There are pending administrative challenges filed by various organizations, including Florida Horsemen's Benevolent and Protective Association, Inc., the Florida Thoroughbred Breeders’ & Owners’ Association, Ocala Breeders’ Sales, and SCF, Inc., related to jai alai and the location of the casino with respect to the racing facility.
−Removed: We have an agreement with the Stronach Group ("TSG") that expires on December 31, 2020 under which we permit TSG to operate and manage Calder's racetrack and certain other racing and training facilities and to provide live horse racing under Calder's racing permits.
+Added: We have an agreement with the Stronach Group ("TSG") that expires on April 15, 2021 under which we permit TSG to operate and manage Calder's racetrack and certain other racing and training facilities and to provide live horse racing under Calder's racing permits.
During the term of the agreement, TSG pays Calder a racing services fee and is responsible for the direct and indirect costs of maintaining the racing premises, including the training facilities and applicable barns, and TSG receives the associated revenue from the operation.
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The Fair Grounds Race Course consists of a one-mile dirt track, a 7/8-mile turf track, a grandstand, and a stabling area.
−Removed: The facility includes clubhouse and grandstand seating for approximately 5,000 guests, a general admissions area, and food and beverage facilities.
+Added: The facility includes clubhouse and grandstand seating for approximately 5,000 guests, a general admissions area, and dining facilities.
The stable area consists of barns that can accommodate approximately 1,900 horses and living quarters for approximately 130 people.
−Removed: Fair Grounds Race Course also operates pari-mutuel wagering in fourteen off-track betting facilities ("OTBs") and VSI is the owner and operator of approximately 1,000 video poker machines in twelve OTBs in Louisiana.
+Added: Fair Grounds Race Course also operates pari-mutuel wagering in thirteen off-track betting facilities ("OTBs") and VSI is the owner and operator of approximately 1,000 video poker machines in twelve OTBs in Louisiana.
Harlow’s is located on 85 acres of leased land in Greenville, Mississippi.
−Removed: Harlow’s owns and operates a 33,000 square-foot casino with approximately 750 slot machines, 15 table games, a retail BetAmerica Sportsbook, a 105-room hotel, a 5,600 square-foot multi-functional event center, and four dining facilities.
−Removed: Lady Luck Nemacolin
−Removed: On March 8, 2019, the Company assumed the management of Lady Luck Nemacolin, which is located in Farmington, Pennsylvania, approximately one mile from the Nemacolin Woodlands Resort.
−Removed: Lady Luck Nemacolin operates the casino with approximately 600 slot machines, 27 table games, and a dining facility.
+Added: Harlow’s owns and operates a 33,000 square-foot casino with approximately 700 slot machines, 15 table games, a retail sportsbook, a 105-room hotel, a 5,600 square-foot multi-functional event center, and four dining facilities.
Ocean Downs is located on 167 acres near Ocean City, Maryland.
Ocean Downs owns and operates a 70,000 square-foot casino with approximately 900 VLTs, 18 table games, and three dining facilities.
−Removed: Ocean Downs also conducts 48 live harness racing days each year.
+Added: Ocean Downs also conducts approximately 40 live harness racing days each year.
Oxford is located on 97 acres in Oxford, Maine.
Oxford owns and operates a 27,000 square-foot casino with approximately 950 slot machines, 30 table games, a 100-room hotel, and three dining facilities.
−Removed: On January 11, 2019, the Company completed the acquisition of Presque Isle, which is located on 270 acres in Erie, Pennsylvania.
−Removed: Presque Isle owns and operates a 153,000 square-foot casino with approximately 1,550 slot machines, 34 table games, a retail BetAmerica Sportsbook, a poker room, and four dining facilities.
+Added: Presque Isle is located on 270 acres in Erie, Pennsylvania.
+Added: Presque Isle owns and operates a 153,000 square-foot casino with approximately 1,550 slot machines, 34 table games, a retail sportsbook, a poker room, and four dining facilities.
Presque Isle also conducts 100 live thoroughbred racing days each year.
Riverwalk is located on 22 acres in Vicksburg, Mississippi.
−Removed: Riverwalk owns and operates a 25,000 square-foot casino with approximately 650 slot machines, 15 table games, a retail BetAmerica Sportsbook, a five-story 80-room hotel, and two dining facilities.
+Added: Riverwalk owns and operates a 25,000 square-foot casino with approximately 650 slot machines, 15 table games, a retail sportsbook, a five-story 80-room hotel, and two dining facilities.
+Added: Lady Luck Nemacolin
+Added: On March 8, 2019, the Company assumed the management of Lady Luck Nemacolin, which is located in Farmington, Pennsylvania, approximately one mile from the Nemacolin Woodlands Resort.
+Added: Lady Luck Nemacolin operates the casino with approximately 600 slot machines, 27 table games, and a dining facility.
Rivers Des Plaines
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Rivers Des Plaines owns and operates a 140,000 square-foot casino with approximately 1,000 slot machines and 69 table games, seven dining and entertainment facilities, and an approximate 5,000 square-foot state-of-the-art BetRivers Sports Bar.
−Removed: Rivers Des Plaines has received approval to become the first land-based casino in Illinois and has begun the expansion of the parking garage which is expected to be completed by the third quarter of 2020.
−Removed: Rivers Des Plaines is also expanding the gaming floor to accommodate additional slot machines and table games authorized under the Illinois expanded gaming legislation signed by the Governor of Illinois in June 2019, which is discussed further below.
−Removed: We acquired 61.3% equity ownership in Midwest Gaming, the parent company of Rivers Des Plaines, in March 2019.
+Added: In December 2019, Rivers Des Plaines became the first land-based casino in Illinois and, in the third quarter of 2020, completed the expansion of the parking garage.
+Added: 61.3% equity ownership in Midwest Gaming Holdings, LLC ("Midwest Gaming"), the parent company of Rivers Des Plaines, in March 2019.
Miami Valley Gaming
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MVG owns and operates a 186,000 square-foot casino with approximately 1,950 VLTs, four dining facilities, a racing simulcast center, and a 5/8-mile harness racetrack.
−Removed: In October 2019, MVG announced a $100.0 million expansion plan to build a hotel, parking garage and expanded gaming floor with up to an additional 250 VLTs to be completed in the second quarter of 2021.
We have a 50% equity investment in MVG.
We have aggregated the following businesses as well as certain corporate operations, and other immaterial joint ventures in "All Other" to reconcile to consolidated results:
−Removed: • Arlington International Race Course ("Arlington")
−Removed: • United Tote
−Removed: • Oak Grove Racing and Gaming ("Oak Grove")
+Added: • Oak Grove Racing, Gaming & Hotel ("Oak Grove")
+Added: • Newport Racing & Gaming ("Newport")
• Turfway Park
+Added: • Arlington International Racecourse ("Arlington")
+Added: • United Tote
+Added: Oak Grove is located on 240 acres in Oak Grove, Kentucky, which is approximately one-hour north of Nashville, Tennessee.
+Added: Oak Grove owns and operates a 5/8-mile harness racing track and completed the first racing meet in October 2019.
+Added: On September 18, 2020, the Company opened the simulcast and HRM facility with approximately 1,325 HRMs, event center and food and beverage venues.
+Added: The 128-room hotel opened on October 15, 2020.
+Added: The 1,200-person grandstand, 3,000-person capacity outdoor amphitheater and stage, a state-of-the-art equestrian center, and a recreational vehicle park at Oak Grove will open in early 2021.
+Added: Effective as of September 11, 2020, the Company purchased the remaining noncontrolling interest in WKY Development, LLC, a joint venture that owns Oak Grove, from Keeneland Association, Inc.
+Added: for $3.0 million.
+Added: The Company no longer reports a noncontrolling interest associated with Oak Grove in the accompanying consolidated financial statements.
+Added: On October 2, 2020, the Company opened Newport, located in Newport, Kentucky, after investing approximately $32.0 million to create a premier entertainment experience as an extension of Turfway Park.
+Added: Newport has a pari-mutuel simulcast area, a 17,000 square-foot gaming floor with approximately 500 HRMs, and a feature bar.
+Added: Turfway Park is located on 197 acres in Florence, Kentucky.
+Added: In 2020, the Company approved the final design plans for the HRM and grandstand facility at Turfway Park.
+Added: The final plans reflect $200 million of project capital, which includes the Turfway Park Acquisition costs and other previously approved capital.
+Added: The final plans provide for a 155,000 square foot facility including a grandstand, sports bar, food offerings, and up to 1,200 historical racing machines.
+Added: The Company has spent approximately $58.5 million of the planned project capital as of December 31, 2020 to acquire the business and associated land and to demolish the existing grandstand, prepare the site for the next phase of the development, and install a new Tapeta synthetic racetrack.
Arlington is located on 326 acres in Arlington Heights, Illinois.
−Removed: Arlington owns and operates a thoroughbred racing operation with eleven OTBs.
+Added: Arlington owns and operates a thoroughbred racing operation with nine OTBs.
Arlington has a 1 1/8-mile synthetic track, a one-mile turf track and a 5/8-mile training track.
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The stable area consists of barns that can accommodate 2,200 horses and living quarters for 550 people.
+Added: On February 23, 2021, we launched a process to sell the 326 acres at Arlington Park.
+Added: The Company is committed to running Arlington Park's 2021 race dates from April 30, 2021 to September 25, 2021.
United Tote manufactures and operates pari-mutuel wagering systems for racetracks, OTBs and other pari-mutuel wagering businesses.
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United Tote has contracts to provide totalisator services to a number of third-party racetracks, OTBs and other pari-mutuel wagering businesses and also provides these services at our facilities.
−Removed: Oak Grove is located on 240 acres in Oak Grove, Kentucky, which is approximately one-hour north of Nashville, Tennessee.
−Removed: Oak Grove owns and operates a 5/8-mile harness racing track and completed its first racing meet in October 2019.
−Removed: Oak Grove has begun construction of an HRM facility with up to 1,500 HRMs, a 125-room hotel with an event center and food/beverage venues, a 1,200-person grandstand and event space for indoor events, a 3,000-person capacity outdoor amphitheater and stage, and a state-of-the-art equestrian center.
−Removed: Oak Grove is owned by a joint venture, WKY Development, LLC (“WKY Development”), that is 95% owned by the Company and 5% by Keeneland Association, Inc.
−Removed: (“Keeneland”) as of December 31, 2019.
−Removed: The Company completed the acquisition of Turfway Park on October 9, 2019.
−Removed: Turfway Park is located on 197 acres in Florence, Kentucky.
−Removed: The Company has announced plans and has begun to invest up to $150.0 million (including the Turfway Park Acquisition total consideration of $46.0 million) in a state-of-the-art live and historical thoroughbred racing facility at Turfway Park.
Corporate includes miscellaneous and other revenue, compensation expense, professional fees and other general and administrative expense not allocated to our segments.
9 unchanged sentences
Churchill Downs
−Removed: In 2019, approximately 36,000 thoroughbred horse races were conducted in the United States.
−Removed: Of these races, Churchill Downs Racetrack hosted approximately 750 races, or 2.1% of the total.
+Added: In 2020, approximately 28,000 thoroughbred horse races were conducted in the U.S., which was down 24% compared to 2019 due to the impact of almost all of the racetracks across the U.S.
+Added: being closed for a portion of the year as a result of the COVID-19 global pandemic.
+Added: Of these races, Churchill Downs Racetrack hosted approximately 650 races, or 2.4% of the total thoroughbred horse races in the U.S.
As a content provider, we compete for wagering dollars in the simulcast market with other racetracks conducting races at or near the same times as our races.
4 unchanged sentences
Online Wagering
−Removed: TwinSpires competes with other ADW businesses for both customers and racing content, as well as brick-and-mortar racetracks, casinos, and OTBs.
−Removed: Sports Betting and iGaming
−Removed: Our BetAmerica online sports betting and iGaming business competes for customers with retail and online offerings from commercial brick-and-mortar casinos and racetracks.
−Removed: We also compete with daily fantasy sports gaming companies that are expanding into sports betting and iGaming, international sports betting businesses looking to expand into the U.S.
−Removed: market, and illegal sports betting and iGaming operations.
−Removed: Our Gaming properties operate in highly competitive environments, and our primary competition is other regional casino properties.
−Removed: Our Gaming properties primarily compete for customers with other casinos in their markets and in surrounding regional gaming markets, where location is a critical factor to success.
+Added: TwinSpires Horse Racing
+Added: Our TwinSpires Horse Racing business competes with other ADW businesses for both customers and racing content, as well as brick-and-mortar racetracks, casinos, OTBs, and other forms of legal and illegal sports betting.
+Added: TwinSpires Sports and Casino
+Added: Our TwinSpires Sports and Casino business competes for customers with retail, mobile and online offerings from commercial brick-and-mortar casinos and racetracks.
+Added: We also compete with daily fantasy sports gaming companies that are expanding into mobile and online sports betting and iGaming, international sports betting businesses looking to expand into the U.S.
+Added: market, and other forms of legal and illegal sports betting and iGaming operations.
+Added: Our Gaming properties operate in highly competitive environments and primarily compete for customers with other casinos in the surrounding regional gaming markets.
Our Gaming properties compete to a lesser extent with state-sponsored lotteries, off-track wagering, card parlors, online gambling, and other forms of legalized gaming in the U.S.
+Added: Human Capital
+Added: We believe our human capital is material to our operations and core to the long-term success of the Company as an industry-leading racing, online wagering and gaming entertainment company anchored by our iconic flagship event - The Kentucky Derby.
+Added: Our focus is on attracting innovative and collaborative team members who want to build their skills in a successful and growing set of businesses focused on creating unique experiences for our guests.
+Added: As of December 31, 2020, we had a total of approximately 7,000 team members, of which 4,000 are full-time employees.
+Added: As of December 31, 2020, the Churchill Downs segment had 1,900 team members, the Online Wagering segment had 240 team members;
+Added: and the Gaming segment had 2,200 team members.
+Added: Nearly one-quarter of the Churchill Downs segment team members are full-time employees and nearly all of the Online Wagering and Gaming segment team members are full-time employees.
+Added: The Company’s corporate staff consists of approximately 180 full-time employees.
+Added: The number of seasonal employees fluctuates significantly through the course of the year primarily due to the seasonal nature of our businesses.
+Added: We have the highest level of seasonal team members during the second quarter when we run the Kentucky Derby.
+Added: As a result of the COVID-19 global pandemic and the closing of our gaming properties, a significant number of our team members were furloughed beginning in March 2020.
+Added: The Company provided health, dental, vision and life insurance benefits to furloughed full-time employees through July 31, 2020 and for an additional three months if a full-time employee was re-furloughed as a result of a subsequent property closure period or business capacity limitations.
+Added: As of December 31, 2020, approximately 500 full-time employees were covered by 16 collective bargaining agreements.
+Added: We have experienced no material interruptions of operations due to disputes with our team members.
+Added: Diversity and Inclusion
+Added: We believe that a diverse workforce fosters innovation and cultivates a high performance culture that leverages the unique perspectives of every team member to profitably grow our businesses.
+Added: The Company’s Board of Directors’ and executive management team is diverse based on gender and race and also have diverse experiences that individually and collectively create a high-performance culture focused on executing our strategic priorities to effectively and efficiently protect and grow our businesses.
+Added: We believe diversity and inclusion helps the Company attract the best talent to grow our businesses and enables our businesses to attract and delight customers and consumers.
+Added: The Kentucky Derby is a pillar of our community that provides the opportunity for our team members and the community to raise significant funding for charities that support important aspects of our broader communities including fostering diversity and inclusion, food, shelter, education, and health related non-profits.
+Added: The Company also provides donations to non-profit organizations that support these initiatives within our communities.
+Added: Talent Acquisition, Development and Retention
+Added: We invest in attracting, developing and retaining our team members.
+Added: Our philosophy is to communicate a clear purpose and strategy, set challenging goals, drive accountability, continuously assess, develop, and advance talent, and to embrace a leadership-driven talent strategy.
+Added: Our Company enables team members to grow in their current roles as well as to have opportunities to build new skills in other parts of the Company.
+Added: We review talent and succession plans with our Chief Executive Officer and Board of Directors periodically throughout the year.
+Added: The process focuses on accelerating talent development, strengthening succession pipelines, and advancing diversity in gender, race and experience for our most critical roles.
+Added: Compensation, Benefits, Safety and Wellness
+Added: We strive to offer market competitive salaries and wages for our team members and we offer comprehensive health and retirement benefits to eligible employees.
+Added: Our core health and welfare benefits are supplemented with specific programs to manage or improve common health conditions and to provide a variety of voluntary benefits and paid time away from work programs.
+Added: We also provide a number of innovative programs designed to promote physical, emotional and financial well-being.
+Added: Our commitment to the safety of our employees, customers, and community remains a top priority and we have safety programs at all of our properties to facilitate identification and implementation of safety practices.
+Added: Refer to our discussion above under "Overview", for additional information on actions we have taken to facilitate social distancing and enhanced cleaning in order to protect our employees, customers, and communities as a result of the COVID-19 global pandemic.
Governmental Regulations and Potential Legislative Changes
−Removed: We are subject to various federal, state and international laws and regulations that affect our businesses.
+Added: We are subject to various federal, state, local, and international laws and regulations that affect our businesses.
The ownership, operation and management of our Churchill Downs, Online Wagering, and Gaming segments, as well as our other operations, are subject to regulation under the laws and regulations of each of the jurisdictions in which we operate.
2 unchanged sentences
Horse racing is a highly regulated industry.
−Removed: In the United States, individual states control the operations of racetracks located within their respective jurisdictions with the intent of, among other things, protecting the public from unfair and illegal gambling practices, generating tax revenue, licensing racetracks and operators and preventing organized crime from being involved in the industry.
+Added: In the U.S., individual states control the operations of racetracks located within their respective jurisdictions with the intent of, among other things, protecting the public from unfair and illegal gambling practices, generating tax revenue, licensing racetracks and operators and preventing organized crime from being involved in the industry.
Although the specific form may vary, states that regulate horse racing generally do so through a horse racing commission or other gambling regulatory authority.
−Removed: In general, regulatory authorities perform background checks on all racetrack owners prior to granting them the necessary operating licenses.
+Added: In general, regulatory authorities perform background checks on all racetrack owners prior to granting the necessary operating licenses.
Horse owners, trainers, jockeys, drivers, stewards, judges, and backstretch personnel are also subject to licensing by governmental authorities.
1 unchanged sentence
The total number of days on which each racetrack conducts live racing fluctuates annually according to each calendar year and the determination of applicable regulatory authorities.
−Removed: In the United States, interstate pari-mutuel wagering on horse racing is subject to the Interstate Horseracing Act of 1978 ("IHA"), as amended in 2000.
+Added: In the U.S., interstate pari-mutuel wagering on horse racing is subject to the Interstate Horseracing Act of 1978, as amended in 2000 ("IHA").
Through the IHA, racetracks can commingle wagers from different racetracks and wagering facilities and broadcast horse racing events to other licensed establishments.
−Removed: In Kentucky, horse racing tracks are subject to the licensing and regulation of the Kentucky Horse Racing Commission ("KHRC"), which is responsible for overseeing horse racing and regulating the state equine industry, and overseeing the annual licensing and operations of HRMs in Kentucky.
+Added: In Kentucky, horse racing tracks and HRM facilities are subject to the licensing and regulation of the Kentucky Horse Racing Commission ("KHRC"), which is responsible for overseeing horse racing and regulating the state equine industry and overseeing the annual licensing and operations of HRMs in Kentucky.
Licenses to conduct live thoroughbred and standardbred racing meets, to participate in simulcasting, and to accept advance deposit wagers from Kentucky residents are approved annually by the KHRC based upon applications submitted by the racetracks in Kentucky.
−Removed: Derby City Gaming is subject to extensive state and local legislation and is subject to licensing and regulatory control by the KHRC.
+Added: Derby City Gaming is subject to extensive state and local laws and is subject to licensing and regulatory control by the KHRC.
Changes in Kentucky laws or regulations may limit or otherwise materially affect the types of HRMs that may be conducted and such changes, if enacted, could have an adverse impact on our Kentucky HRM operations.
1 unchanged sentence
TwinSpires Regulations and Potential Legislative Changes
−Removed: TwinSpires is licensed in Oregon under a multi-jurisdictional simulcasting and interactive wagering totalisator hub license issued by the Oregon Racing Commission and in accordance with Oregon law.
+Added: TwinSpires is licensed in Oregon under a multi-jurisdictional simulcasting and interactive wagering totalisator hub license issued by the Oregon Racing Commission and in accordance with Oregon law and the IHA.
We also hold advance deposit wagering licenses in certain other states where required.
Changes in the form of new legislation or regulatory activity at the state or federal level could adversely impact our mobile and online ADW business.
−Removed: On June 28, 2019, the Governor of Illinois signed legislation into law that removes the sunset date for advance deposit wagering operations.
−Removed: We believe this legislation will have a positive impact on our business operations.
Sports Betting and iGaming Regulations and Potential Legislative Changes
3 unchanged sentences
In January 2019, the Department of Justice’s Office of Legal Counsel ("DJOLC") issued a revised legal opinion regarding the scope of the Interstate Wire Act of 1961 (the "Wire Act").
−Removed: Under the 2019 revised opinion, the DJOLC states they now believe
−Removed: the Wire Act applies to all forms of gaming that crosses state lines, including online gambling and online lottery.
+Added: Under the 2019 revised opinion, the DJOLC stated that the Wire Act applied to all forms of gaming that crosses state lines, including online gambling and online lottery.
The new opinion overturned a DJOLC opinion from 2011 which stated the Wire Act applied only to sports betting.
−Removed: We believe the revised DJOLC opinion could have a negative impact on our business operations.
−Removed: On June 28, 2019, the Governor of Illinois signed legislation into law that authorizes sports betting in Illinois.
−Removed: The legislation provides that certain casinos, racetracks, up to three affiliated OTBs, and sports venues that hold more than 17,000 people are authorized to operate sports wagering at brick and mortar locations and online for a certain license fee.
−Removed: We believe this legislation will have a positive impact on our business operations.
+Added: In June 2019, a federal district court judge in New Hampshire ruled that the Wire Act applies only to gambling activities on sporting events and does not prohibit other forms of gambling conducted over the internet, including online casino gaming and in January 2021, the U.S.
+Added: Court of Appeals for the First Circuit affirmed this decision.
Gaming Regulations and Potential Legislative Changes
10 unchanged sentences
• Ensure that contracts and financial transactions are commercially reasonable, reflect fair market value and are arms-length transactions,
−Removed: • Establish programs to promote responsible gambling and inform patrons of the availability of help for problem gambling;
+Added: • Establish programs to promote responsible gambling and inform patrons of the availability of help for problem gambling, and
• Enforce minimum age requirements.
7 unchanged sentences
• Collect and review reports and information submitted by participants in casino operations,
−Removed: • Review and approve transactions, such as acquisitions or change-of-control transactions of casino industry participants, securities offerings and debt transactions engaged in by such participants;
+Added: • Review and approve transactions, such as acquisitions or change-of-control transactions of casino industry participants, securities offerings and debt transactions engaged in by such participants, and
• Establish and collect fees and taxes.
4 unchanged sentences
Gaming authorities have very broad discretion in determining whether an applicant qualifies for licensing or should be deemed suitable.
−Removed: Criteria used in determining whether to grant a license to conduct casino operations, while varying between jurisdictions, generally include consideration of factors
−Removed: such as the good character, honesty and integrity of the applicant;
+Added: Criteria used in determining whether to grant a license to conduct casino operations, while varying between jurisdictions, generally include consideration of factors such as the good character, honesty and integrity of the applicant;
the financial stability, integrity and responsibility of the applicant, including whether the operation is adequately capitalized in the state and exhibits the ability to maintain adequate insurance levels;
9 unchanged sentences
The failure to renew any of our licenses could have a material adverse impact on our casino operations.
−Removed: In addition to our subsidiaries engaged in casino operations, casino authorities may investigate any individual who has a material relationship to or material involvement with, any of these entities to determine whether such individual is suitable or should be licensed as a business associate of a casino licensee.
+Added: Casino authorities may investigate any subsidiary engaged in casino operations and may investigate any individual who has a material relationship to or material involvement with any of these entities to determine whether such individual is suitable or should be licensed as a business associate of a casino licensee.
Our officers, directors and certain key employees must file applications with the casino authorities and may be required to be licensed, qualify or be found suitable in many jurisdictions.
1 unchanged sentence
Qualification and suitability determinations require submission of detailed personal and financial information followed by a thorough investigation.
−Removed: The applicant must pay all the costs of the investigation.
+Added: applicant must pay all the costs of the investigation.
Changes in licensed positions must be reported to casino authorities.
−Removed: In addition to casino authorities' ability to deny a license, qualification or finding of suitability, casino authorities have jurisdiction to disapprove a change in a corporate position.
+Added: Casino authorities have the ability to deny a license, qualification or finding of suitability and have jurisdiction to disapprove a change in a corporate position.
If one or more casino authorities were to find that an officer, director or key employee fails to qualify or is unsuitable for licensing or unsuitable to continue having a relationship with us, we would be required to sever all relationships with such person.
−Removed: In addition, casino authorities may require us to terminate the employment of any person who refuses to file appropriate applications.
−Removed: Moreover, in many jurisdictions, certain of our shareholders may be required to undergo a suitability investigation similar to that described above.
+Added: Casino authorities may also require us to terminate the employment of any person who refuses to file appropriate applications.
+Added: In many jurisdictions, certain of our shareholders may be required to undergo a suitability investigation similar to that described above.
Many jurisdictions require any person who acquires beneficial ownership of more than a certain percentage of our voting securities, typically 5%, to report the acquisition to casino authorities, and casino authorities may require such holders to apply for qualification or a finding of suitability.
1 unchanged sentence
An "institutional investor" is generally defined as an investor acquiring and holding voting securities in the ordinary course of business as an institutional investor, and not for the purpose of causing, directly or indirectly, the election of a member of our board of directors, any change in our corporate charter, bylaws, management, policies or operations, or those of any of our casino affiliates, or the taking of any other action which casino authorities find to be inconsistent with holding our voting securities for investment purposes only.
−Removed: Even if a waiver is granted, an institutional investor generally may not take any action inconsistent with its status when the waiver was granted without once again becoming subject to the foregoing reporting and application obligations.
−Removed: Generally, any person who fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised it is required by casino authorities may be denied a license or found unsuitable, as applicable.
+Added: Even if a waiver is granted, an institutional investor generally may not take any action inconsistent with their status when the waiver was granted without once again becoming subject to the foregoing reporting and application obligations.
+Added: Any person who fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised it is required by casino authorities may be denied a license or found unsuitable, as applicable.
Any shareholder found unsuitable or denied a license and who holds, directly or indirectly, any beneficial ownership of our voting securities beyond such period of time as may be prescribed by the applicable casino authorities may be guilty of a criminal offense.
−Removed: Furthermore, we may be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a shareholder or to have any other relationship with us or any of our subsidiaries, we:
+Added: We may be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a shareholder or to have any other relationship with us or any of our subsidiaries, we:
(i) pay that person any dividend or interest upon our voting securities,
(ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person,
−Removed: (iii) pay remuneration in any form to that person for services rendered or otherwise;
−Removed: or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish voting securities including, if necessary, the immediate purchase of said voting securities for cash at fair market value.
+Added: (iii) pay remuneration in any form to that person for services rendered or otherwise, or
+Added: (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish voting securities including, if necessary, the immediate purchase of said voting securities for cash at fair market value.
Violations of Gaming Laws
3 unchanged sentences
As a result, violations by us of applicable casino laws could have a material adverse impact on our casino operations.
−Removed: Some casino jurisdictions prohibit certain types of political activity by a casino licensee, its officers, directors and key employees.
+Added: Some casino jurisdictions prohibit certain types of political activity by a casino licensee, officers, directors and key employees.
A violation of such a prohibition may subject the offender to criminal and/or disciplinary action.
9 unchanged sentences
Substantially all material loans, leases, sales of securities and similar financing transactions must be reported to and in some cases approved by casino authorities.
−Removed: We may not make a public offering of securities without the prior approval of certain casino authorities.
+Added: We may not make a public offering of securities without the prior approval of certain
+Added: casino authorities.
Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise are subject to receipt of prior approval of casino authorities.
4 unchanged sentences
Depending upon the particular fee or tax involved, these fees and taxes are payable with varying frequency.
−Removed: License fees and taxes are based upon such factors as a percentage of the gross casino revenue received;
+Added: License fees and taxes are based upon such factors as a percentage of the casino revenue received;
the number of gambling devices and table games operated;
or a one-time fee payable upon the initial receipt of license and fees in connection with the renewal of license.
−Removed: In some jurisdictions, casino tax rates are graduated such that the tax rates increase as gross casino revenue increases.
+Added: In some jurisdictions, casino tax rates are graduated such that the tax rates increase as casino revenue increases.
Tax rates are subject to change, sometimes with little notice, and such changes could have a material adverse impact on our casino operations.
12 unchanged sentences
The failure to comply with the rules and regulations of the DBPR could have a material adverse impact on our business.
−Removed: In Florida, licenses to conduct live thoroughbred racing and to participate in simulcast wagering are approved by the DPW, which is responsible for overseeing the network of state offices located at every pari-mutuel wagering facility, as well as issuing the permits necessary to operate a pari-mutuel wagering facility.
−Removed: The DPW also issues annual licenses for thoroughbred, standardbred and quarter horse races but does not approve the specific live race days.
−Removed: Constitutional Amendment
−Removed: In November 2018, voters in Florida passed a constitutional amendment which provides any gaming expansion in the state must be approved by 60% of voters.
+Added: In Florida, licenses to conduct live thoroughbred racing and jai alai, and to participate in simulcast wagering are approved by the DPW, which is responsible for overseeing the network of state offices located at every pari-mutuel wagering facility, as well as issuing the permits necessary to operate a pari-mutuel wagering facility.
+Added: The DPW also issues annual licenses for thoroughbred, standardbred, and quarter horse races, as well as jai alai, but does not approve the specific live race days.
The ownership and operation of casino gaming facilities in the State of Illinois is subject to extensive state and local regulation and is subject to licensing and regulatory control by the Illinois Gaming Board (the "IGB").
2 unchanged sentences
The failure to comply with the rules and regulations of the IGB could have a material adverse impact on our business.
−Removed: On June 28, 2019, the Governor of Illinois signed legislation into law that expands gaming opportunities in Illinois.
−Removed: The legislation provides that existing casinos can expand from 1,200 gaming positions to up to 2,000 gaming positions, authorizes licenses for six new casinos in Illinois, authorizes slots at the Chicago airports, authorizes a certain number of gaming positions at racetracks in Illinois, and authorizes certain tax credits.
−Removed: We believe this legislation will have a positive impact on our business operations.
+Added: On June 30, 2020, legislation was signed into law by the Governor of Illinois that provides financial relief to the gaming industry.
+Added: The legislation amends the existing law to allow the lower privilege tax on table games for existing casinos effective as of July 1, 2020 instead of when a newly authorized casino begins operations.
+Added: The legislation also provides cash flow relief for existing casinos by extending the payment deadline for new gaming positions from July 1, 2020 to July 1, 2021 and extends the payment period and waives interest for reconciliation payments related to the new gaming positions.
+Added: The legislation delays the payment deadline for the initial sports wagering license from July 1, 2020 to July 1, 2021 and also establishes a lower
+Added: privilege tax schedule for a new casino in the Chicago area, which has been authorized but not yet opened.
+Added: We believe the legislation will have a positive impact on our business operations.
The manufacturing, distribution, servicing and operation of video draw poker devices in Louisiana are subject to the Louisiana Video Draw Poker Devices Control Law and the rules and regulations promulgated thereunder.
4 unchanged sentences
Changes in Louisiana laws or regulations may limit or otherwise materially affect the types of gaming that may be conducted and such changes, if enacted, could have an adverse impact on our Louisiana gaming operations.
−Removed: In addition, the LSRC also issues licenses required for Fair Grounds to operate slot machines at the racetrack and video poker devices at its OTBs.
+Added: LSRC also issues licenses required for Fair Grounds to operate slot machines at the racetrack and video poker devices at their OTBs.
The failure to comply with the rules and regulations of the Louisiana Board or the LSRC could have a material adverse impact on our business.
5 unchanged sentences
We conducted quarter horse racing at Fair Grounds for 10 days in each of 2018 and 2019.
+Added: In 2020, we obtained approval from the LSRC to move the 10 days of quarter horse racing to Evangeline Downs.
We expect to conduct quarter horse racing for 10 days in 2021.
+Added: Effective July 15, 2020, legislation was signed into law by the Governor of Louisiana that exempts the tax on promotional play up to $5.0 million for casinos.
+Added: We believe the legislation will have a positive impact on our business operations.
The ownership and operation of casino gaming facilities in the State of Maine is subject to extensive state and local regulation and is subject to licensing and regulatory control by the Maine Gambling Control Board (the "MGCB").
38 unchanged sentences
As a Category 1 slot machine licensee, Presque Isle is required to conduct live racing on at least 100 days each calendar year.
−Removed: The PSHRC approved Presque Isle for 100 live race days in 2019 and 2020.
+Added: The PSHRC approved Presque Isle for 100 live race days in 2021.
Other Specific State Regulations and Potential Legislative Changes
+Added: On February 22, 2021, the Governor of the Commonwealth of Kentucky signed into law Senate Bill 120 which creates a statutory definition of pari-mutuel wagering that includes historical horse racing approved by the KHRC and addresses the Supreme Court of Kentucky's opinion in The Kentucky Horse Racing Commission, et al v.
+Added: The Family Trust Foundation of Kentucky, Inc.
+Added: regarding the KHRC's historical racing regulations and the validity of operating HRMs pursuant to a license issued by KHRC.
+Added: For more information, please refer to Item 3, Legal Proceedings.
+Added: Following this action, we do not believe that any further rulings in this litigation will impact our ability to operate HRM facilities in Kentucky.
In Illinois, licenses to conduct live thoroughbred racing and to participate in simulcast wagering are approved by the Illinois Racing Board ("IRB").
3 unchanged sentences
We are subject to various federal, state and local environmental laws and regulations that govern activities that may have adverse environmental effects, such as discharges to air and water, as well as the management and disposal of solid, animal and hazardous wastes and exposure to hazardous materials.
−Removed: These laws and regulations, which are complex and subject to change, include United States Environmental Protection Agency ("EPA") and state laws and regulations that address the impacts of manure and wastewater generated by Concentrated Animal Feeding Operations ("CAFO") on water quality, including, but not limited to, storm and sanitary water discharges.
+Added: These laws and regulations, which are complex and subject to change, include the United States Environmental Protection Agency ("EPA") and state laws and regulations that address the impacts of manure and wastewater generated by Concentrated Animal Feeding Operations ("CAFO") on water quality, including, but not limited to, storm and sanitary water discharges.
CAFO and other water discharge regulations include permit requirements and water quality discharge standards.
2 unchanged sentences
We may incur future costs under existing and new laws and regulations pertaining to storm water and wastewater management at our racetracks.
−Removed: Moreover, violations can result in significant penalties and, in some instances, interruption or cessation of operations.
+Added: Violations can result in significant penalties and, in some instances, interruption or cessation of operations.
In the ordinary course of our business, we may receive notices from regulatory agencies regarding our compliance with CAFO regulations that may require remediation at our facilities.
1 unchanged sentence
On October 21, 2019, we reached an agreement in principle, subject to final agreement and regulatory and court approval.
−Removed: If approved, the agreement will include a $2.8 million penalty, which has been accrued and is included in selling, general and administrative expense in our accompanying consolidated statement of comprehensive income for the year ended December 31, 2019, and in accrued expense and other current liabilities in our accompanying consolidated balance sheet at December 31, 2019.
+Added: If approved, the agreement will include a $2.8 million penalty, which is included in accrued expense and other current liabilities in our accompanying consolidated balance sheet as of December 31, 2020.
We also are subject to laws and regulations that create liability and cleanup responsibility for releases of hazardous substances into the environment.
−Removed: Under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating hazardous substances or petroleum products on its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred.
+Added: Under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating hazardous substances or petroleum products on its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time the contamination occurred.
The presence of, or failure to remediate properly, such substances may materially adversely affect the ability to sell or rent such property or to borrow funds using such property as collateral.
3 unchanged sentences
We license the use of these service marks and derive revenue from such license agreements.
−Removed: As of December 31, 2019, we employed approximately 5,500 full-time and part-time employees Company-wide.
−Removed: Due to the seasonal nature of our live racing business, the number of seasonal and part-time persons employed will vary throughout the year.
Available Information
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.