Churchill Downs Inc 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This report contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), which provides certain “safe harbor” provisions for forward-looking statements. All forward-looking statements made in this report are made pursuant to the Act. The reader is cautioned that such forward-looking statements are based on information available at the time and / or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date that the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include the following: • the impact of the novel coronavirus (COVID-19) pandemic, including the emergence of variant strains, and related economic matters on our results of operations, financial conditions and prospects; • the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather; • the effect of economic conditions on our consumers' confidence and discretionary spending or our access to credit; • additional or increased taxes and fees; • the impact of significant competition, and the expectation the competition levels will increase; • changes in consumer preferences, attendance, wagering, and sponsorships; • loss of key or highly skilled personnel; • lack of confidence in the integrity of our core businesses or any deterioration in our reputation; • risks associated with equity investments, strategic alliances and other third-party agreements; • inability to respond to rapid technological changes in a timely manner; • concentration and evolution of slot machine manufacturing and other technology conditions that could impose additional costs; • inability to negotiate agreements with industry constituents, including horsemen and other racetracks; • inability to successfully expand our TwinSpires Sports and Casino business and effectively compete; • inability to identify and complete expansion, acquisition or divestiture projects, on time, on budget or as planned; • difficulty in integrating recent or future acquisitions into our operations; • costs and uncertainties relating to the development of new venues and expansion of existing facilities; • general risks related to real estate ownership and significant expenditures, including fluctuations in market values and environmental regulations; • reliance on our technology services and catastrophic events and system failures disrupting our operations; • online security risk, including cyber-security breaches, or loss or misuse of our stored information as a result of a breach, including customers’ personal information, could lead to government enforcement actions or other litigation; • personal injury litigation related to injuries occurring at our racetracks; • compliance with the Foreign Corrupt Practices Act or applicable money-laundering regulations; • payment-related risks, such as risk associated with fraudulent credit card and debit card use; • work stoppages and labor issues; • risks related to pending or future legal proceedings and other actions; • highly regulated operations and changes in the regulatory environment could adversely affect our business; • restrictions in our debt facilities limiting our flexibility to operate our business; • failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; and • increase in our insurance costs, or obtain similar insurance coverage in the future, and inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events. The following information is unaudited. Tabular dollars are in millions, except per share amounts. All per share amounts assume dilution unless otherwise noted. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020, including Part I - Item 1A, "Risk Factors" of our Form 10-K for a discussion regarding some of the reasons that actual results may be materially different from those we anticipate. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 27 Our Business Executive Overview 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. We own and operate three pari-mutuel gaming entertainment venues with approximately 3,050 historical racing machines ("HRMs") in Kentucky. 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. 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. Segments During the first quarter of 2021, we updated our operating segments to reflect the internal management reporting used by our chief operating decision maker to evaluate results of operations and to assess performance and allocate resources. Our internal management reporting changed primarily due to the continued growth from Oak Grove Racing, Gaming & Hotel ("Oak Grove") and Turfway Park, which opened its annex historical racing machine ("HRM") facility, Newport Racing & Gaming ("Newport"), in October 2020, which resulted in our chief operating decision maker's decision to include Oak Grove, Turfway Park and Newport in the new Live and Historical Racing segment. The Live and Historical Racing segment now includes Churchill Downs Racetrack, Derby City Gaming, Oak Grove, Turfway Park, and Newport. We also realigned our retail sports betting results at our wholly-owned casinos from our Gaming segment to our TwinSpires segment. As a result of this realignment, our operating segments that meet the requirements to be disclosed separately as reportable segments are: Live and Historical Racing, TwinSpires, and Gaming. We conduct our business through these reportable segments and report net revenue and operating expense associated with these reportable segments in our condensed consolidated statements of comprehensive income (loss). Impact of COVID-19 Pandemic In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The COVID-19 global pandemic has resulted in travel limitations and business and government shutdowns which have had significant negative economic impacts in the United States and in relation to our business. Although vaccines are now available, we cannot predict the duration of the COVID-19 global pandemic. The extent to which the COVID-19 pandemic, including the emergence of variant strains, will continue to impact the Company remains uncertain and will depend on many factors that are not within our control. We will continue to monitor for new developments related to the pandemic and assess these developments to maintain continuity in our operations. In March 2020, as a result of the COVID-19 outbreak, we temporarily suspended operations at our wholly-owned and managed and gaming properties, announced the temporary furlough of our employees at these properties and certain racing operations, and implemented a temporary salary reduction for all remaining non-furloughed salaried employees based on a percentage that varied dependent upon the amount of each employee’s salary. The most senior level of executive management received the largest salary decrease, based on both percentage and dollar amount. In May 2020, we began to reopen our properties with patron restrictions and gaming limitations. One property temporarily suspended operations again in July 2020 and reopened in August 2020, and three properties temporarily suspended operations again in December 2020 and reopened in January 2021. The Company provided health, dental, vision and life insurance benefits to furloughed employees through July 31, 2020 and during the subsequent property closure periods. During the second quarter of 2021, we held the 147 th Kentucky Oaks and Derby with capacity restrictions in compliance with Kentucky venue limitations at that time. The capacity restrictions limited reserved seating in each area to approximately 40% to 60% capacity and also limited general admission tickets. The 146 th Kentucky Oaks and Derby was held in the third quarter of 2020. Asset Impairment During the quarter ended June 30, 2021, the Company recorded an $11.2 million non-cash impairment charge related to certain assets at Churchill Downs Racetrack included in our Live and Historical Racing segment. The impairment was due to a change in the Churchill Downs Racetrack capital plans and the Company's planned usage of these assets. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 28 Key Indicators to Evaluate Business Results and Financial Condition Our management monitors a variety of key indicators to evaluate our business results and financial condition. These indicators include changes in net revenue, operating expense, operating income, earnings per share, outstanding debt balance, operating cash flow and capital spend. Our condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). We also use non-GAAP measures, including EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA. We believe that the use of Adjusted EBITDA as a key performance measure of results of operations enables management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Our chief operating decision maker utilizes Adjusted EBITDA to evaluate segment performance, develop strategy and allocate resources. Adjusted EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. 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. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, adjusted for the following: Adjusted EBITDA includes our portion of EBITDA from our equity investments. Adjusted EBITDA excludes: • Transaction expense, net which includes: – Acquisition and disposition related charges; and – Other transaction expense, including legal, accounting and other deal-related expense; • Stock-based compensation expense; • Rivers Des Plaines' impact on our investments in unconsolidated affiliates from: – The impact of changes in fair value of interest rate swaps; and – Legal reserves and transaction costs; • Asset impairments; • Legal reserves; • Pre-opening expense; and • Other charges, recoveries and expenses For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the accompanying condensed consolidated statements of comprehensive income (loss). Refer to the reconciliation of comprehensive income to Adjusted EBITDA included in this section for additional information. Governmental Regulations and Legislative Changes We are subject to various federal, state, local, and international laws and regulations that affect our businesses. The ownership, operation and management of our Live and Historical Racing, TwinSpires, 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. The ownership, operation and management of our businesses and properties are also subject to legislative actions at both the federal and state level. The following update on our regulatory and legislative activities should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020, including Part I – Item 1, “Business” for a discussion of regulatory and legislative changes. Specific State Gaming Regulations and Potential Legislative Changes Florida During the second quarter of 2021, the Florida Legislature passed multiple pieces of legislation, along with a 30-year tribal gaming compact, both of which will have an impact on Calder. The tribal gaming compact enables certain tribes to conduct sports betting. The tribe can have contracts with pari-mutuel facilities to operate retail and online sports betting with a revenue share for the tribe. Separately, a bill to decouple certain pari-mutuel activities, including jai alai, from gaming activities also passed. Previously, pari-mutuel facilities, including horse racing and jai alai, were required to race or conduct jai alai to retain their ability to operate slots and cardrooms. However, under this new law, jai alai facilities can operate slots and cardrooms without conducting jai alai games. The requirement to conduct racing still applies to thoroughbred race tracks if their slot or cardroom licenses are connected to their racing permits. Both the tribal sports betting and decoupling legislative actions can only go into effect if the U.S. Department of the Interior approves the compact, which could happen as soon as the third quarter FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 29 of 2021. The Company is evaluating the impact of the decoupling legislation on our Calder operations and alternative uses, including a sale of the excess Calder land. Louisiana During the second quarter of 2021, the Louisiana State Legislature passed a bill that was signed by Governor Edwards to allow HRMs in off-track betting facilities. There are at least a dozen facilities operated by Fair Grounds that will be able to add up to 50 machines per location under this new law. The Louisiana Racing Commission will oversee historical horse racing. In 2020, the Louisiana State Legislature passed a bill to allow citizens to approve sports betting on a parish-by-parish basis. Sports betting was approved in 55 of the 64 parishes. During the second quarter of 2021, the Louisiana State Legislature defined the landscape for sports betting and approved casino and racino operators to conduct retail and online sports betting in 55 parishes. The Louisiana Gaming Control Board will oversee sports betting. The tax rate is 10% on retail and 15% on mobile operations. Maryland In 2020, the Maryland General Assembly passed a bill to allow citizens to approve sports betting, which was approved statewide by a 67% majority during the November 2020 elections. During the second quarter of 2021, the Maryland General Assembly defined the landscape for sports betting and approved casino and racino operators to conduct retail sports betting. Other retail sports betting outlets can apply, but not within 15 miles of Ocean Downs. Ocean Downs is required to submit a bid for one of 60 online licenses. The Maryland Gaming Control Board will oversee sports betting, with a tax rate of 15%. In 2020, local zoning changes were adopted, and in the second quarter of 2021 statutory changes were made to allow Ocean Downs to build a hotel, which had previously been obstructed. Consolidated Financial Results The following table reflects our net revenue, operating income (loss), net income (loss), Adjusted EBITDA, and certain other financial information: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 Change 2021 2020 Change Net revenue $ 515.1 $ 185.1 $ 330.0 $ 839.4 $ 438.0 $ 401.4 Operating income (loss) 135.4 (0.4) 135.8 182.1 (12.0) 194.1 Operating income (loss) margin 26 % — % 22 % (3) % Net income (loss) from continuing operations $ 108.3 $ (23.6) $ 131.9 $ 144.4 $ (46.2) $ 190.6 Net income (loss) attributable to Churchill Downs Incorporated 108.3 (118.8) 227.1 144.4 (142.2) 286.6 Adjusted EBITDA 233.3 30.1 203.2 343.9 85.4 258.5 Three Months Ended June 30, 2021, Compared to Three Months Ended June 30, 2020 • Net revenue increased $330.0 million due to a $152.6 million increase from Live and Historical Racing driven primarily from the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020, the temporary suspension of operations at Derby City Gaming during the prior year quarter, and the opening of Oak Grove in September 2020; a $148.7 million increase from Gaming due to the temporary suspension of operations in the prior year quarter; a $14.4 million increase from All Other primarily due the temporary suspension of operations in the prior year quarter at Arlington and United Tote; and a $14.3 million increase from TwinSpires due to an increase in handle in Horse Racing and our expansion in additional states related to our Sports and Casino business. • Operating income (loss) increased $135.8 million due to an $85.4 million increase from Live and Historical Racing primarily due to the increase in net revenue; a $73.2 million increase from Gaming due to increased operating efficiencies and the temporary suspension of operations at our Gaming properties in the prior year quarter; a $7.0 million increase from All Other due to the temporary suspension of operations at Arlington and United Tote in the prior year quarter; and $0.2 million from other sources. Partially offsetting these increases were an $11.2 million asset impairment at Churchill Downs Racetrack related to revised capital plans associated with the first turn project, an $11.0 million increase in selling, general and administrative expenses primarily due to an increase in accrued bonuses in the current quarter due to the temporary suspension of operations in the prior year quarter, and a $7.8 million decrease from TwinSpires due to additional marketing spend related to the Sports and Casino business. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 30 • Net income (loss) from continuing operations increased $131.9 million. The following items impacted comparability of the Company's second quarter of 2021 net income from continuing operations compared to the prior year quarter: an $8.1 million non-cash after-tax impact related to our asset impairment at Churchill Downs Racetrack related to revised capital plans associated with the first turn project and a $4.8 million after-tax increase in Rivers Des Plaines' legal reserves and transaction costs. Partially offsetting these increases were a $2.3 million after-tax expense decrease related to our equity portion of the non-cash change in the fair value of Rivers Des Plaines' interest rate swaps and a $0.3 million after-tax decrease in expenses related to lower transaction, pre-opening and other expenses. Excluding these items, net income (loss) from continuing operations increased $142.2 million primarily due to a $142.9 million after-tax increase driven by the results of our operations and equity in income from our unconsolidated affiliates, partially offset by a $0.7 million after-tax increase in interest expense associated with higher outstanding debt balances. • Net income (loss) attributable to Churchill Downs Incorporated increased $227.1 million due to a $131.9 million increase in net income from continuing operations discussed above and a $95.2 million decrease in net loss from discontinued operations related to the settlement of the Kater and Thimmegowda litigations during the second quarter of 2020. • Adjusted EBITDA increased $203.2 million driven by a $121.6 million increase from Gaming primarily due to the increased operating efficiencies at our wholly-owned properties and equity investments and temporary suspension of operations in the prior year quarter; a $94.8 million increase from Live and Historical Racing primarily due to the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020, the temporary suspension of operations at Derby City Gaming in the prior year quarter, and the opening of Oak Grove HRM facility in September 2020; and a $2.4 million increase from All Other primarily due to the temporary suspension of operations at Arlington and United Tote in the prior year quarter. Partially offsetting these increases was a $15.6 million decrease from TwinSpires primarily due to increased marketing and promotional activities for both the Horse Racing and Sports and Casino businesses. Six Months Ended June 30, 2021, Compared to Six Months Ended June 30, 2020 • Net revenue increased $401.4 million due to a $187.7 million increase from Live and Historical Racing driven primarily from the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020, the temporary suspension of operations at Derby City Gaming during the prior year, and the opening of Oak Grove in September 2020; a $154.8 million increase from Gaming due to the temporary suspension of operations in the prior year; a $44.9 million increase from TwinSpires due to an increase in handle in Horse Racing and our expansion in additional states related to our Sports and Casino business; and a $14.0 million increase from All Other primarily due the temporary suspension of operations in the prior year at Arlington and United Tote. • Operating income (loss) increased $194.1 million due to a $98.9 million increase from Live and Historical Racing primarily due to the increase in net revenue; a $97.1 million increase from Gaming due to increased operating efficiencies and the temporary suspension of operations at our Gaming properties in the prior year; a $7.9 million increase from All Other due to the temporary suspension of operations at Arlington and United Tote in the prior year; a $6.3 million decrease in asset impairments due to the $11.2 million non-cash related to our asset impairment at Churchill Downs Racetrack related to revised capital plans associated with the first turn project during the current year quarter, offset by the $17.5 million non-cash intangible asset impairment in the first quarter of 2020; a $0.6 million increase from TwinSpires primarily due to the increase in handle from Horse Racing partially offset by additional marketing spend related to the Sports and Casino business; and a $0.4 million increase from other sources. Partially offsetting these increases was a $17.1 million increase in selling, general and administrative expenses primarily due to an increase in accrued bonuses in the current year. • Net income (loss) from continuing operations increased $190.6 million. The following items impacted comparability of the Company's net income from continuing operations during the six months ended June 30, 2021 compared to the prior year period: a $16.3 million after-tax expense decrease related to our equity portion of the non-cash change in the fair value of Rivers Des Plaines' interest rate swaps; a $4.0 million non-cash after-tax decrease related to asset impairments; and a $1.3 million after-tax decrease in expenses related to lower transaction, pre-opening and other expenses. Partially offsetting these decreases was a $5.7 million after-tax increase in Rivers Des Plaines' legal reserves and transaction costs. Excluding these items, net income (loss) from continuing operations increased $174.7 million primarily due to a $174.8 million after-tax increase driven by the results of our operations and equity in income from FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 31 our unconsolidated affiliates, partially offset by a $0.1 million after-tax increase in interest expense associated with higher outstanding debt balances. • Net income (loss) attributable to Churchill Downs Incorporated increased $286.6 million due to a $190.6 million increase in net income from continuing operations discussed above and a $96.1 million decrease in net loss from discontinued operations related to the settlement of the Kater and Thimmegowda litigations during the second quarter of 2020, partially offset by a $0.1 million decrease in net loss attributable to our noncontrolling interest. • Adjusted EBITDA increased $258.5 million driven by a $156.1 million increase from Gaming primarily due to the increased operating efficiencies at our wholly-owned properties and equity investments and temporary suspension of operations in the prior year and a $112.1 million increase from Live and Historical Racing primarily due to the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020, increased operating efficiencies and the temporary suspension of operations at Derby City Gaming in the prior year, and the opening of Oak Grove HRM facility in September 2020. Partially offsetting these increases was a $9.1 million decrease from TwinSpires primarily due to increased marketing and promotional activities for the Sports and Casino business and a $0.6 million decrease from All Other. Financial Results by Segment Net Revenue by Segment The following table presents net revenue for our segments, including intercompany revenue: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 Change 2021 2020 Change Live and Historical Racing: Churchill Downs Racetrack $ 119.6 $ 22.5 $ 97.1 $ 122.2 24.7 $ 97.5 Derby City Gaming 39.9 7.7 32.2 72.8 29.3 43.5 Oak Grove 25.6 — 25.6 45.0 — 45.0 Newport 4.6 — 4.6 9.0 — 9.0 Turfway Park 0.8 0.1 0.7 6.2 5.4 0.8 Total Live and Historical Racing 190.5 30.3 160.2 255.2 59.4 195.8 TwinSpires: Horse Racing 127.5 120.3 7.2 220.6 187.3 33.3 Sports and Casino 8.4 1.4 7.0 15.4 3.8 11.6 Total TwinSpires 135.9 121.7 14.2 236.0 191.1 44.9 Gaming: Fair Grounds and VSI 35.1 11.2 23.9 75.4 44.2 31.2 Presque Isle 30.5 1.9 28.6 54.3 28.9 25.4 Calder 27.4 5.7 21.7 48.3 27.5 20.8 Ocean Downs 27.0 3.1 23.9 47.0 17.9 29.1 Oxford 24.6 0.1 24.5 40.3 20.2 20.1 Riverwalk 18.4 7.4 11.0 32.8 19.4 13.4 Harlow's 16.6 5.6 11.0 30.6 17.0 13.6 Lady Luck Nemacolin 6.4 2.3 4.1 11.3 9.6 1.7 Total Gaming 186.0 37.3 148.7 340.0 184.7 155.3 All Other 21.5 6.0 15.5 33.6 18.2 15.4 Eliminations (18.8) (10.2) (8.6) (25.4) (15.4) (10.0) Net Revenue $ 515.1 $ 185.1 $ 330.0 $ 839.4 $ 438.0 $ 401.4 Three Months Ended June 30, 2021, Compared to Three Months Ended June 30, 2020 • Live and Historical Racing revenue increased $160.2 million due to a $97.1 million increase at Churchill Downs Racetrack primarily due to the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 32 quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020; a $32.2 million increase at Derby City Gaming primarily due to the temporary suspension of operations during the prior year quarter and the completion of their second outdoor patio which added an additional 225 HRMs in September 2020; a $25.6 million increase at Oak Grove as a result of the opening of the HRM facility in September 2020 and the hotel in October 2020; a $4.6 million increase at Newport due to the opening of the facility in October 2020; and a $0.7 million increase at Turfway Park primarily due to the temporary suspension of operations during the prior year quarter. • TwinSpires revenue increased $14.2 million from the prior year quarter primarily due to a $7.2 million increase from Horse Racing and a $7.0 million increase from Sports and Casino. Horse Racing net revenue increased as a result of an increase in handle of $50.9 million, or 8.9%, compared to the prior year quarter primarily due to the running of the 147th Kentucky Oaks and Derby in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020. Sports and Casino net revenues increased as a result of our expansion in additional states and marketing and promotional activities. • Gaming revenue increased $148.7 million primarily due to the temporary suspension of operations of all of our Gaming properties and the loss of revenue at each property during the prior year quarter. • All Other revenue increased $15.5 million primarily due to an $11.5 million increase at Arlington and a $3.8 million increase at United Tote, both of which were due to the temporary suspension of operations in the prior year quarter, and a $0.2 million increase from other sources. Six Months Ended June 30, 2021, Compared to Six Months Ended June 30, 2020 • Live and Historical Racing revenue increased $195.8 million due to a $97.5 million increase at Churchill Downs Racetrack primarily due to the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020; a $45.0 million increase at Oak Grove as a result of the opening of the HRM facility in September 2020 and the hotel in October 2020; a $43.5 million increase at Derby City Gaming primarily due to the temporary suspension of operations during the prior year period and the completion of their second outdoor patio which added an additional 225 HRMs in September 2020; a $9.0 million increase at Newport due to the opening in October 2020; and a $0.8 million increase at Turfway Park primarily due to the temporary suspension of operations during the prior year period. • TwinSpires revenue increased $44.9 million from the prior year quarter primarily due to a $33.3 million increase from Horse Racing and a $11.6 million increase from Sports and Casino. Horse Racing net revenue increased as a result of an increase in handle of $164.2 million, or 18.3%, compared to the prior year due to the continued shift from wagering at brick-and-mortar locations to online wagering and the running of the 147th Kentucky Oaks and Derby in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020. Sports and Casino net revenues increased as a result of our expansion in additional states and marketing and promotional activities. • Gaming revenue increased $155.3 million primarily due to the temporary suspension of operations of all of our Gaming properties and the loss of revenue at each property during the prior year. • All Other revenue increased $15.4 million primarily due to an $11.5 million increase at Arlington and a $3.6 million increase at United Tote, both of which were due to the temporary suspension of operations in the prior year quarter, and a $0.3 million increase from other sources. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 33 Consolidated Operating Expense The following table is a summary of our consolidated operating expense: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 Change 2021 2020 Change Taxes and purses $ 132.9 $ 36.6 $ 96.3 $ 221.8 $ 112.3 $ 109.5 Content expense 54.1 50.0 4.1 97.2 80.9 16.3 Salaries and benefits 45.2 20.8 24.4 82.4 66.2 16.2 Selling, general and administrative expense 33.4 22.4 11.0 63.6 46.5 17.1 Depreciation and amortization 26.0 22.1 3.9 52.0 44.1 7.9 Marketing and advertising 24.1 3.8 20.3 36.2 13.6 22.6 Asset impairments 11.2 — 11.2 11.2 17.5 (6.3) Transaction expense, net — 0.2 (0.2) 0.1 0.5 (0.4) Other operating expense 52.8 29.6 23.2 92.8 68.4 24.4 Total expense $ 379.7 $ 185.5 $ 194.2 $ 657.3 $ 450.0 $ 207.3 Three Months Ended June 30, 2021, Compared to Three Months Ended June 30, 2020 Significant items affecting comparability of consolidated operating expense include: • Taxes and purses increased $96.3 million driven by the temporary suspension of operations in the prior year quarter, the opening of the Oak Grove HRM facility in September 2020 and Newport in October 2020, and the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020. • Content expense increased $4.1 million primarily due to an increase in certain host fees and source market fees for the TwinSpires Horse Racing business. • Salaries and benefits expense increased $24.4 million driven by the temporary suspension of operations in the prior year quarter, the opening of the Oak Grove HRM facility in September 2020 and Newport in October 2020, and the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020. • Selling, general and administrative expense increased $11.0 million driven primarily from an increase in our accrued bonuses in the current year quarter compared to the prior year quarter. • Depreciation and amortization increased $3.9 million primarily driven by the opening of the Oak Grove HRM facility in September 2020 and Newport in October 2020. • Marketing and advertising expense increased $20.3 million primarily due to increased marketing by our TwinSpires Horse Racing and Sports and Casino businesses, the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020, and the temporary suspension of operations in the prior year quarter. • Asset impairments increased $11.2 million due to a non-cash impairment charge due to a change in the Churchill Downs Racetrack first turn capital plans and the Company's planned usage of these assets. • Other operating expenses include maintenance, utilities, food and beverage costs, property taxes, insurance, and other operating expenses. Other operating expense increased $23.2 million primarily driven by the temporary suspension of operations at our properties during the prior year quarter and the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020. Six Months Ended June 30, 2021, Compared to Six Months Ended June 30, 2020 Significant items affecting comparability of consolidated operating expense include: • Taxes and purses increased $109.5 million driven by the temporary suspension of operations in the prior year, the opening of the Oak Grove HRM facility in September 2020 and Newport in October 2020, and the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 34 the 146th Kentucky Oaks and Derby in the third quarter of 2020. • Content expense increased $16.3 million primarily due to an increase in certain host fees and source market fees for the TwinSpires Horse Racing business. • Salaries and benefits expense increased $16.2 million driven by the temporary suspension of operations in the prior year, the opening of the Oak Grove HRM facility in September 2020 and Newport in October 2020, and the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020. • Selling, general and administrative expense increased $17.1 million driven primarily from an increase in our accrued bonuses in the current year compared to the prior year due to the temporary suspension of operations in the second quarter of 2020. • Depreciation and amortization increased $7.9 million primarily driven by the opening of the Oak Grove HRM facility in September 2020 and Newport in October 2020. • Marketing and advertising expense increased $22.6 million primarily due to increased marketing by our TwinSpires Horse Racing and Sports and Casino businesses, the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020, and the temporary suspension of operations in the prior year quarter. • Asset impairments decreased $6.3 million due to an $11.2 million non-cash impairment charge relating to the change in the Churchill Downs Racetrack first turn capital plans and the Company's planned usage of these assets, compared to a $17.5 million non-cash intangibles impairment recognized during the first quarter of 2020 that did not recur in the current year. • Other operating expenses include maintenance, utilities, food and beverage costs, property taxes, insurance, and other operating expenses. Other operating expense increased $24.4 million primarily driven by the temporary suspension of operations at our properties during the prior year and the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 35 Adjusted EBITDA We believe that the use of Adjusted EBITDA as a key performance measure of the results of operations enables management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Adjusted EBITDA is a supplemental measure of our performance that is not required by or presented in accordance with GAAP. 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. Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 Change 2021 2020 Change Live and Historical Racing $ 98.4 $ 3.6 $ 94.8 $ 116.7 $ 4.6 $ 112.1 TwinSpires 23.1 38.7 (15.6) 45.6 54.7 (9.1) Gaming 119.8 (1.8) 121.6 202.2 46.1 156.1 Total Segment Adjusted EBITDA 241.3 40.5 200.8 364.5 105.4 259.1 All Other (8.0) (10.4) 2.4 (20.6) (20.0) (0.6) Total Adjusted EBITDA $ 233.3 $ 30.1 $ 203.2 $ 343.9 $ 85.4 $ 258.5 Three Months Ended June 30, 2021, Compared to Three Months Ended June 30, 2020 • Live and Historical Racing Adjusted EBITDA increased $94.8 million due to a $65.2 million increase from Churchill Downs Racetrack primarily due to the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020; a $19.3 million increase from Derby City Gaming due to the increase in net revenue, increased operating efficiencies, and the temporary suspension of operations during the prior year quarter; a $9.4 million increase at Oak Grove due to the opening of the Oak Grove HRM facility in September 2020; a $0.6 million increase at Newport due to the opening of the Newport facility in October 2020; and a $0.3 million increase from other sources. • TwinSpires Adjusted EBITDA decreased $15.6 million primarily due to a $8.2 million decrease from Horse Racing due to an increase in marketing and advertising expense associated with the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020, partially offset by an increase in net revenue; and a $7.4 million increase in the loss from our Sports and Casino business due to increased marketing and promotional activities. • Gaming Adjusted EBITDA increased $121.6 million driven by a $69.8 million increase at our wholly-owned Gaming properties and a $51.8 million increase from our equity investments, both of which were due to increased operating efficiencies and the temporary closure of all of our Gaming properties in the prior year quarter. • All Other Adjusted EBITDA increased $2.4 million driven by a $4.9 million increase at Arlington and a $1.8 million increase at United Tote, both of which primarily resulted from the temporary suspension of operations in the prior year quarter. Partially offsetting this increase was a $4.3 million decrease from Corporate primarily due to an increase in accrued bonuses compared to the prior year quarter. Six Months Ended June 30, 2021, Compared to Six Months Ended June 30, 2020 • Live and Historical Racing Adjusted EBITDA increased $112.1 million due to a $65.5 million increase from Churchill Downs Racetrack primarily due to the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020; a $28.2 million increase from Derby City Gaming due to the increase in net revenue, increased operating efficiencies, and the temporary suspension of operations during the prior year; a $16.1 million increase at Oak Grove due to the opening of the Oak Grove HRM facility in September 2020; a $1.3 million increase at Newport due to the opening of the Newport facility in October 2020; and a $1.0 million increase at Turfway Park primarily due to an increase in handle and the temporary suspension of operations in the prior year. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 36 • TwinSpires Adjusted EBITDA decreased $9.1 million primarily due to a $10.8 million increase in the loss from our Sports and Casino business due to increased marketing and promotional activities, partially offset by a $1.7 million increase in Horse Racing primarily due to the increase in handle partially offset by an increase in marketing and advertising expense associated with the running of the 147th Kentucky Oaks and Derby with capacity restrictions in the second quarter of 2021 compared to the running of the 146th Kentucky Oaks and Derby in the third quarter of 2020. • Gaming Adjusted EBITDA increased $156.1 million driven by a $93.9 million increase at our wholly-owned Gaming properties and a $62.2 million increase from our equity investments, both of which were due to increased operating efficiencies and the temporary closure of all of our Gaming properties in the prior year. • All Other Adjusted EBITDA decreased $0.6 million driven by a $8.6 million increase in accrued bonuses at Corporate compared to the prior year period. Partially offsetting this decrease was a $6.2 million increase from Arlington due to increased operating efficiencies and the temporary suspension of operations in the prior year and a $1.8 million increase at United Tote due to the temporary suspension of operations during the prior year. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 37 Reconciliation of Comprehensive Income (Loss) to Adjusted EBITDA Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 Change 2021 2020 Change Net income (loss) and comprehensive income (loss) attributable to Churchill Downs Incorporated $ 108.3 $ (118.8) $ 227.1 $ 144.4 $ (142.2) $ 286.6 Net loss attributable to noncontrolling interest — — — — 0.1 (0.1) Net income (loss) before noncontrolling interest 108.3 (118.8) 227.1 144.4 (142.3) 286.7 Loss from discontinued operations, net of tax — 95.2 (95.2) — 96.1 (96.1) Income (loss) from continuing operations, net of tax 108.3 (23.6) 131.9 144.4 (46.2) 190.6 Additions: Depreciation and amortization 26.0 22.1 3.9 52.0 44.1 7.9 Interest expense 22.0 20.3 1.7 41.4 39.6 1.8 Income tax provision (benefit) 41.6 (7.9) 49.5 57.8 (19.5) 77.3 EBITDA $ 197.9 $ 10.9 $ 187.0 $ 295.6 $ 18.0 $ 277.6 Adjustments to EBITDA: Selling, general and administrative: Stock-based compensation expense $ 7.1 $ 6.1 $ 1.0 $ 12.6 $ 10.4 $ 2.2 Other charges 0.2 (0.1) 0.3 0.2 (0.1) 0.3 Pre-opening expense and other expense 1.5 1.9 (0.4) 2.1 3.6 (1.5) Asset impairments 11.2 — 11.2 11.2 17.5 (6.3) Transaction expense, net — 0.2 (0.2) 0.1 0.5 (0.4) Other income, expense: Interest, depreciation and amortization expense related to equity investments 10.5 9.8 0.7 20.1 19.3 0.8 Changes in fair value of Rivers Des Plaines' interest rate swaps (1.8) 1.3 (3.1) (6.0) 16.2 (22.2) Rivers Des Plaines' legal reserves and transactions costs 6.7 — 6.7 8.0 — 8.0 Total adjustments to EBITDA 35.4 19.2 16.2 48.3 67.4 (19.1) Adjusted EBITDA $ 233.3 $ 30.1 $ 203.2 $ 343.9 $ 85.4 $ 258.5 Consolidated Balance Sheet The following table is a summary of our overall financial position: (in millions) June 30, 2021 December 31, 2020 Change Total assets $ 2,970.6 $ 2,686.4 $ 284.2 Total liabilities $ 2,653.2 $ 2,319.3 $ 333.9 Total shareholders' equity $ 317.4 $ 367.1 $ (49.7) Significant items affecting the comparability of our condensed consolidated balance sheets include: • Total assets increased $284.2 million driven by a $274.8 million increase in cash and cash equivalents primarily due to the net proceeds from the new Term Loan B-1 and Additional 2028 Notes and the increase in operating income for the six months ended June 30, 2021 ; a $15.6 million increase in restricted cash due to increased account wagering FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 38 deposits; a $14.0 million increase in investment in and advances to unconsolidated affiliates due to the Company's interest in Rivers and MVG; a $13.9 million increase in accounts receivable, net primarily due to timing; and a $0.7 milli on increase in all other assets. Partially offsetting these increases was a $24.5 decrease in property and equipment primarily due to depreciation expense for the current quarter and the asset impairment at Churchill Downs Racetrack and a $10.3 million decrease in income taxes receivable due to the current year income tax expense partially offset by the payment of the Kater and Thimmegowda litigation settlements. • Total liabilities increased $333.9 million primarily driven by a $203.9 million increase in notes payable due to proceeds from our Additional 2028 Notes; a $143.9 million increase in long-term debt due to proceeds from the new Term Loan B-1 under our Credit Agreement; a $53.8 million increase in accounts payable driven by timing of payments; a $47.1 million increase in accrued expenses and other current liabilities driven by an increase in purses payable due to timing, increased account wagering deposits with TwinSpires and increased accrued interest payable related to our senior notes; and a $36.6 million increase in deferred income taxes primarily driven by the payment of the Kater and Thimmegowda litigation settlements. Partially offsetting these increases were a $124.0 million decrease in current liabilities of discontinued operations due to the payments of the Kater and Thimmegowda litigation settlements; a $24.9 million decrease in dividends payable due to the payment of our annual dividends; and a $2.5 million decrease in all other liabilities. • Total shareholders’ equity decreased $49.7 million driven by $193.9 million in repurchases of common stock, a $12.6 million decrease in taxes paid related to net share settlement of stock awards, and a $0.2 million decrease from other sources. Partially offsetting these decreases were a $144.4 million increase from current year net income and a $12.6 million increase from stock-based compensation. Liquidity and Capital Resources The following table is a summary of our liquidity and cash flows: (in millions) Six Months Ended June 30, Cash flows from: 2021 2020 Change Operating activities $ 210.3 $ 76.9 $ 133.4 Investing activities $ (30.5) $ (131.8) $ 101.3 Financing activities $ 110.6 $ 611.4 $ (500.8) Included in cash flows from investing activities are capital maintenance expenditures and capital project expenditures. Capital maintenance expenditures relate to the replacement of existing fixed assets with a useful life greater than one year that are obsolete, exhausted, or no longer cost effective to repair. Capital project expenditures represent fixed asset additions related to land or building improvements to new or existing assets or purchases of new (non-replacement) equipment or software related to specific projects deemed necessary expenditures. Six Months Ended June 30, 2021, Compared to the Six Months Ended June 30, 2020 • Cash flows from operating activities increased $133.4 million driven by a $194.1 million increase in operating income, a $42.7 million increase in distributions from unconsolidated affiliates, and a $20.6 million increase from all other operating activities. Partially offsetting these increases were a $124.0 million decrease from the payment of the Kater and Thimmegowda litigation settlements. We anticipate that cash flows from operations over the next twelve months will be adequate to fund our business operations and capital expenditures. • Cash used in investing activities decreased $101.3 million driven by a $102.2 million decrease in capital project expenditures due to reduced capital project spending in the current year compared to prior year. Partially offsetting this decrease was a $0.9 million increase from all other investing activities. • Cash provided by financing activities decreased $500.8 million primarily driven by a $339.3 million decrease in net borrowings from long-term debt and a $165.5 million increase in common stock repurchases. Partially offsetting these decreases was a $4.0 million increase from all other financing activities. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 39 Credit Facilities and Indebtedness The following table presents our debt outstanding: (in millions) June 30, 2021 December 31, 2020 Change Term Loan B due 2024 $ 386.0 $ 388.0 $ (2.0) Term Loan B-1 due 2028 299.3 — 299.3 Revolver — 149.7 (149.7) 2027 Senior Notes 600.0 600.0 — 2028 Senior Notes 700.0 500.0 200.0 Total debt 1,985.3 1,637.7 347.6 Current maturities of long-term debt 7.0 4.0 3.0 Total debt, net of current maturities 1,978.3 1,633.7 344.6 Issuance costs, net of premiums and discounts (15.2) (15.4) 0.2 Net debt $ 1,963.1 $ 1,618.3 $ 344.8 Credit Agreement On December 27, 2017, we entered into the Credit Agreement (as defined below) with a syndicate of lenders. The Credit Agreement provides for a $700.0 million senior secured revolving credit facility (the "Revolver") and a $400.0 million Senior Secured Term Loan B due 2024 (the "Term Loan B" and together with the Revolver, the "Credit Agreement"). Included in the maximum borrowing of $700.0 million under the Revolver is a letter of credit sub facility not to exceed $50.0 million and a swing line commitment up to a maximum principal amount of $50.0 million. The Credit Amendment is secured by substantially all of the wholly-owned assets of the Company. On April 28, 2020, the Company entered into a Second Amendment to the Credit Agreement, which (i) provides for a financial covenant relief period through the date on which the Company delivers the Company's quarterly financial statements and compliance certificate for the fiscal quarter ending June 30, 2021, subject to certain exceptions (the “Financial Covenant Relief Period”), (ii) amends the definition of “Consolidated EBITDA” in the Credit Agreement with respect to the calculation of Consolidated EBITDA for the first two fiscal quarters after the termination of the Financial Covenant Relief Period, (iii) extends certain deadlines and makes certain other amendments to the Company’s financial reporting obligations, (iv) places certain restrictions on restricted payments during the Financial Covenant Relief Period, and (v) amends the definitions of “Material Adverse Effect” and “License Revocation” in the Credit Agreement to take into consideration COVID-19. On February 1, 2021, the Company entered into the Third Amendment to the Credit Agreement to increase the restricted payments capacity during the Financial Covenant Relief Period from $26.0 million to $226.0 million to accommodate a share repurchase from an affiliate of TDG. Refer to Note 7, Shareholders' Equity, of the Notes to the Condensed Consolidated Financial Statements for information regarding this transaction. On March 17, 2021, the Company entered into the Incremental Joinder Agreement No. 1 (the "Joinder") to its Credit Agreement which provided $300.0 million in New Term Loan Commitments ("Term Loan B-1") as a new tranche of term loans under the existing Credit Agreement (as conformed to recognize the new loan), and carries a maturity date of March 17, 2028. The Term Loan B-1 bears interest at LIBOR plus 200 basis points and requires quarterly payments of 0.25% of the original $300.0 million balance. The Term Loan B-1 may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement. The Company capitalized $3.5 million of debt issuance costs associated with the Joinder which are being amortized as interest expense over the 7-year term of the Term Loan B-1. The interest rate on the Revolver on June 30, 2021 was LIBOR plus 175 basis points based on the Revolver pricing grid in the Second Amendment and the Company's net leverage ratio as of June 30, 2021. The Term Loan B and Term Loan B-1 bear interest at LIBOR plus 200 basis points. The Credit Agreement contains certain customary affirmative and negative covenants, which include limitations on liens, investments, indebtedness, dispositions, mergers and acquisitions, the making of restricted payments, changes in the nature of business, changes in fiscal year, and transactions with affiliates. The Credit Agreement also contains financial covenants providing for the maintenance of a maximum consolidated secured net leverage ratio and maintenance of a minimum consolidated interest coverage ratio. Although the Company was not required to meet the Company’s financial covenants under the Credit Agreement on June 30, 2021 (as a result of the Second Amendment), the Company was compliant with all applicable covenants on June 30, 2021. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 40 2027 Senior Notes On March 25, 2019, we completed an offering of $600.0 million in aggregate principal amount of 5.50% Senior Unsecured Notes that mature on April 1, 2027 (the "2027 Senior Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A that is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The 2027 Senior Notes were issued at par, with interest payable on April 1 st and October 1 st of each year, commencing on October 1, 2019. The Company used the net proceeds from the offering to repay our outstanding balance on the Revolver portion of our Credit Agreement. In connection with the offering, we capitalized $8.9 million of debt issuance costs which are being amortized as interest expense over the term of the 2027 Senior Notes. The 2027 Senior Notes were issued pursuant to an indenture, dated March 25, 2019 (the "2027 Indenture"), among the Company, certain subsidiaries of the Company as guarantors (the "2027 Guarantors"), and U.S. Bank National Association, as trustee. The Company may redeem some or all of the 2027 Senior Notes at any time at redemption prices set forth in the 2027 Indenture. The terms of the 2027 Indenture, among other things, limit the ability of the Company to: (i) incur additional debt and issue preferred stock; (ii) pay dividends or make other restricted payments; (iii) make certain investments; (iv) create liens; (v) allow restrictions on the ability of certain of our subsidiaries to pay dividends or make other payments; (vi) sell assets; (vii) merge or consolidate with other entities; and (viii) enter into transactions with affiliates. In connection with the issuance of the 2027 Senior Notes, the Company and the 2027 Guarantors entered into a Registration Rights Agreement to register any 2027 Senior Notes under the Securities Act for resale that are not freely tradable 366 days from March 25, 2019. 2028 Senior Notes On December 27, 2017, we completed an offering of $500.0 million in aggregate principal amount of 4.75% Senior Unsecured Notes that mature on January 15, 2028 (the "Existing 2028 Senior Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A that is exempt from registration under the Securities Act, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Existing 2028 Senior Notes were issued at par, with interest payable on January 15th and July 15th of each year, commencing on July 15, 2018. The Company used the net proceeds from the offering to repay a portion of our $600.0 million 5.375% Senior Unsecured Notes. In connection with the offering, we capitalized $7.7 million of debt issuance costs which are being amortized as interest expense over the term of the Existing 2028 Senior Notes. The Existing 2028 Senior Notes were issued pursuant to an indenture, dated December 27, 2017 (the "2028 Indenture"), among the Company, certain subsidiaries of the Company as guarantors (the "2028 Guarantors"), and U.S. Bank National Association, as trustee. The Company may redeem some or all of the Existing 2028 Senior Notes at any time at redemption prices set forth in the 2028 Indenture. The terms of the 2028 Indenture, among other things, limit the ability of the Company to: (i) incur additional debt and issue preferred stock; (ii) pay dividends or make other restricted payments; (iii) make certain investments; (iv) create liens; (v) allow restrictions on the ability of certain of our subsidiaries to pay dividends or make other payments; (vi) sell assets; (vii) merge or consolidate with other entities; and (viii) enter into transactions with affiliates. In connection with the issuance of the Existing 2028 Senior Notes, the Company and the 2028 Guarantors entered into a Registration Rights Agreement to register any Existing 2028 Senior Notes under the Securities Act for resale that are not freely tradable 366 days from December 27, 2017. On March 17, 2021, the Company completed an offering of $200.0 million in aggregate principal amount of 4.75% Senior Unsecured Notes that mature on January 15, 2028 (the "Additional 2028 Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A that is exempt from registration under the Securities Act, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Additional 2028 Notes were offered under the indenture dated as of December 27, 2017, governing the Existing 2028 Senior Notes and form a part of the same series for purposes of the indenture. In connection with the offering, we capitalized $3.4 million of debt issuance costs which are being amortized as interest expense over the term of the Additional 2028 Notes. Upon completion of this offering, the aggregate principal amount outstanding of the Existing 2028 Notes, together with the Additional 2028 Notes (collectively the "2028 Senior Notes") is $700 million. The Additional 2028 Notes were issued at 103.25% of the principal amount, plus interest deemed to have accrued from January 15, 2021, with interest payable on January 15th and July 15th of each year, commencing on July 15, 2021. The 2028 Senior Notes will vote as one class under the indenture governing the 2028 Senior Notes. The 3.25% premium will be amortized through interest expense, net over the term of the Additional 2028 Notes. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 41 The Company used the net proceeds from the Additional 2028 Notes and the Term Loan B-1 (i) to repay indebtedness outstanding under our Revolving Credit Facility, (ii) to fund related transaction fees and expenses and (iii) for working capital and other general corporate purposes. The Company may redeem some or all of the Additional 2028 Notes at any time as set forth in the 2028 Offering Memorandum. In connection with the issuance of the Additional 2028 Notes, the Company and the 2028 Guarantors entered into a Registration Rights Agreement to register any 2028 Senior Notes under the Securities Act for resale that are not freely tradable 366 days from March 17, 2021. Contractual Obligations Our commitments to make future payments as of June 30, 2021, are estimated as follows: (in millions) July 1 to December 31, 2021 2022-2023 2024-2025 Thereafter Total Term Loan B $ 2.0 $ 8.0 $ 376.0 $ — $ 386.0 Interest on Term Loan B (1) 4.1 16.2 8.0 — 28.3 Term Loan B-1 1.5 6.0 6.0 285.8 299.3 Interest on Term Loan B-1 (1) 3.2 12.7 12.5 13.4 41.8 2027 Senior Notes — — — 600.0 600.0 2028 Senior Notes — — — 700.0 700.0 Interest on 2027 Senior Notes 16.5 66.0 66.0 49.5 198.0 Interest on 2028 Senior Notes 16.6 66.5 66.5 83.1 232.7 Operating leases 3.2 10.9 9.7 9.9 33.7 Minimum Guarantees (2) 2.9 19.0 19.0 13.2 54.1 Total $ 50.0 $ 205.3 $ 563.7 $ 1,754.9 $ 2,573.9 (1) Interest includes the estimated contractual payments under our Credit Agreement assuming no change in the weighted average borrowing rate of 2.10% which was the rate in place as of June 30, 2021. (2) Includes the maximum estimated exposure where we are contractually obligated to make future minimum payments. As of June 30, 2021, we had approximately $4.4 million of tax liabilities related to unrecognized tax benefits.