Churchill Downs Inc 10-Q

ITEM 1. FINANCIAL STATEMENTS CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per common share data) 2022 2021 2022 2021 Net revenue: Live and Historical Racing $ 92.3 $ 79.7 $ 439.2 $ 318.8 TwinSpires 106.2 107.5 343.3 351.8 Gaming 183.4 185.3 545.0 523.3 All Other 1.2 20.5 2.2 38.5 Total net revenue 383.1 393.0 1,329.7 1,232.4 Operating expense: Live and Historical Racing 80.1 62.3 269.2 217.3 TwinSpires 64.5 83.0 229.6 262.6 Gaming 133.0 127.7 387.0 355.0 All Other 2.9 14.3 8.8 34.8 Selling, general and administrative expense 38.4 36.1 112.7 99.7 Asset impairments — — 4.9 11.2 Transaction expense, net 1.2 2.0 7.4 2.1 Total operating expense 320.1 325.4 1,019.6 982.7 Operating income 63.0 67.6 310.1 249.7 Other income (expense): Interest expense, net ( 36.2 ) ( 21.7 ) ( 92.6 ) ( 63.1 ) Equity in income of unconsolidated affiliates 42.4 41.7 115.4 103.0 Gain on Calder land sale — — 274.6 — Miscellaneous, net 4.2 0.1 4.4 0.3 Total other income 10.4 20.1 301.8 40.2 Income from operations before provision for income taxes 73.4 87.7 611.9 289.9 Income tax provision ( 16.4 ) ( 26.3 ) ( 173.5 ) ( 84.1 ) Net income $ 57.0 $ 61.4 $ 438.4 $ 205.8 Net income per common share data: Basic net income $ 1.51 $ 1.59 $ 11.52 $ 5.31 Diluted net income $ 1.49 $ 1.57 $ 11.36 $ 5.23 Weighted average shares outstanding: Basic 37.8 38.6 38.1 38.7 Diluted 38.4 39.2 38.6 39.3 The accompanying notes are an integral part of the condensed consolidated financial statements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 3 CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions) September 30, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 110.6 $ 291.3 Restricted cash 1,582.6 64.3 Accounts receivable, net 69.4 42.3 Income taxes receivable — 66.0 Other current assets 43.7 37.6 Total current assets 1,806.3 501.5 Property and equipment, net 1,240.9 994.9 Investment in and advances to unconsolidated affiliates 661.0 663.6 Goodwill 375.7 366.8 Other intangible assets, net 485.0 348.1 Other assets 23.2 18.9 Long-term assets held for sale 82.0 87.8 Total assets $ 4,674.1 $ 2,981.6 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 109.1 $ 81.6 Accrued expenses and other current liabilities 300.2 231.7 Income taxes payable 60.9 0.9 Current deferred revenue 14.5 47.7 Current maturities of long-term debt 7.0 7.0 Dividends payable — 26.1 Total current liabilities 491.7 395.0 Long-term debt, net of current maturities and loan origination fees 684.4 668.6 Notes payable, net of debt issuance costs 2,489.4 1,292.4 Non-current deferred revenue 11.9 13.3 Deferred income taxes 279.6 252.9 Other liabilities 104.4 52.6 Total liabilities 4,061.4 2,674.8 Commitments and contingencies Shareholders' equity: Preferred stock — — Common stock — — Retained earnings 613.6 307.7 Accumulated other comprehensive loss ( 0.9 ) ( 0.9 ) Total shareholders' equity 612.7 306.8 Total liabilities and shareholders' equity $ 4,674.1 $ 2,981.6 The accompanying notes are an integral part of the condensed consolidated financial statements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 4 CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) Common Stock Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders' Equity (in millions, except per common share data) Shares Amount Balance, December 31, 2021 38.1 $ — $ 307.7 $ ( 0.9 ) $ 306.8 Net income 42.1 42.1 Issuance of common stock 0.1 — Repurchase of common stock ( 0.1 ) ( 7.0 ) ( 18.0 ) ( 25.0 ) Taxes paid related to net share settlement of stock awards ( 0.1 ) ( 13.1 ) ( 13.1 ) Stock-based compensation 7.0 7.0 Balance, March 31, 2022 38.0 — 318.7 ( 0.9 ) 317.8 Net income 339.3 339.3 Repurchase of common stock ( 0.3 ) ( 7.4 ) ( 54.1 ) ( 61.5 ) Taxes paid related to net share settlement of stock awards — ( 0.1 ) ( 0.1 ) Stock-based compensation 7.4 7.4 Balance, June 30, 2022 37.7 — 603.8 ( 0.9 ) 602.9 Net income 57.0 57.0 Issuance of common stock — 2.7 2.7 Repurchase of common stock ( 0.3 ) ( 11.8 ) ( 47.2 ) ( 59.0 ) Stock-based compensation 9.1 9.1 Balance, September 30, 2022 37.4 $ — $ 613.6 $ ( 0.9 ) $ 612.7 Common Stock Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders' Equity (in millions, except per common share data) Shares Amount Balance, December 31, 2020 39.5 $ 18.2 $ 349.8 $ ( 0.9 ) $ 367.1 Net income 36.1 36.1 Issuance of common stock 0.1 — Repurchase of common stock ( 1.0 ) ( 22.0 ) ( 171.9 ) ( 193.9 ) Taxes paid related to net share settlement of stock awards ( 0.1 ) ( 12.6 ) ( 12.6 ) Stock-based compensation 5.5 5.5 Balance, March 31, 2021 38.5 1.7 201.4 ( 0.9 ) 202.2 Net income 108.3 108.3 Stock-based compensation 7.1 7.1 Other ( 0.2 ) ( 0.2 ) Balance, June 30, 2021 38.5 8.8 309.5 ( 0.9 ) 317.4 Net income 61.4 61.4 Issuance of common stock 2.5 2.5 Repurchase of common stock ( 0.2 ) ( 19.1 ) ( 30.9 ) ( 50.0 ) Taxes paid related to net share settlement of stock awards ( 0.3 ) ( 0.3 ) Stock-based compensation 7.8 7.8 Balance, September 30, 2021 38.3 $ — $ 339.7 $ ( 0.9 ) $ 338.8 The accompanying notes are an integral part of the condensed consolidated financial statements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 5 CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, (in millions) 2022 2021 Cash flows from operating activities: Net income $ 438.4 $ 205.8 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 78.7 77.9 Distributions from unconsolidated affiliates 117.9 77.7 Equity in income of unconsolidated affiliates ( 115.4 ) ( 103.0 ) Stock-based compensation 23.5 20.4 Deferred income taxes 26.7 12.8 Asset impairments 4.9 11.2 Amortization of operating lease assets 3.9 4.3 Gain on Calder land sale ( 274.6 ) — Other 5.8 5.9 Changes in operating assets and liabilities: Income taxes 127.3 23.8 Deferred revenue ( 34.6 ) ( 11.6 ) Other assets and liabilities 22.0 65.8 Net cash provided by operating activities 424.5 391.0 Cash flows from investing activities: Capital maintenance expenditures ( 37.1 ) ( 22.3 ) Capital project expenditures ( 226.6 ) ( 29.8 ) Acquisition of businesses, net of cash acquired ( 81.7 ) — Acquisition of gaming rights, net of cash acquired ( 33.3 ) — Proceeds from Calder land sale 279.0 — Other ( 7.3 ) ( 3.1 ) Net cash used in investing activities ( 107.0 ) ( 55.2 ) Cash flows from financing activities: Proceeds from borrowings under long-term debt obligations 1,220.0 780.8 Repayments of borrowings under long-term debt obligations ( 5.3 ) ( 429.2 ) Payment of dividends ( 25.7 ) ( 24.8 ) Repurchase of common stock ( 143.5 ) ( 242.4 ) Taxes paid related to net share settlement of stock awards ( 13.2 ) ( 12.9 ) Debt issuance costs ( 12.8 ) ( 6.9 ) Change in bank overdraft ( 1.8 ) ( 13.4 ) Other 2.4 2.3 Net cash provided by financing activities 1,020.1 53.5 Cash flows from discontinued operations: Operating activities of discontinued operations — ( 124.0 ) Net increase in cash, cash equivalents and restricted cash 1,337.6 265.3 Cash, cash equivalents and restricted cash, beginning of period 355.6 121.0 Cash, cash equivalents and restricted cash, end of period $ 1,693.2 $ 386.3 The accompanying notes are an integral part of the condensed consolidated financial statements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 6 CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited) Nine Months Ended September 30, (in millions) 2022 2021 Supplemental disclosures of cash flow information: Cash paid for interest $ 66.4 $ 56.8 Cash paid for income taxes 53.9 47.0 Cash received from income tax refunds 34.2 — Schedule of non-cash operating, investing and financing activities: Deferred payment on gaming rights included in other liabilities $ 50.0 $ — Property and equipment additions included in accounts payable and accrued expenses 45.0 6.6 Right-of-use assets obtained in exchange for lease obligations in operating leases 1.6 9.6 Right-of-use assets obtained in exchange for lease obligations in finance leases 6.2 2.1 Repurchase of common stock included in accrued expense and other current liabilities 2.0 1.5 The accompanying notes are an integral part of the condensed consolidated financial statements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 7 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 1. DESCRIPTION OF BUSINESS Basis of Presentation Churchill Downs Incorporated (the "Company") financial statements are presented in conformity with the requirements of this Quarterly Report on Form 10-Q and consequently do not include all of the disclosures normally required by U.S. generally accepted accounting principles ("GAAP") or those normally made in our Annual Report on Form 10-K. The December 31, 2021 Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The following information is unaudited. All per share amounts assume dilution unless otherwise noted. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of management, all adjustments necessary for a fair statement of this information have been made, and all such adjustments are of a normal, recurring nature. We conduct our business through three reportable segments: Live and Historical Racing, TwinSpires, and Gaming. We aggregate our other businesses as well as certain corporate operations, and other immaterial joint ventures, in All Other. We report net revenue and operating expense associated with these reportable segments in the accompanying Condensed Consolidated Statements of Comprehensive Income. Segments During the first quarter of 2022, 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 chief operating decision maker decided to include the results of our United Tote business in the TwinSpires segment as we evolve our strategy to integrate the United Tote offering with TwinSpires Horse Racing, which we believe will create additional business to business revenue opportunities. Results of our United Tote business were previously included in our All Other segment. The prior year results were reclassified to conform to this presentation. Calder Land Sale On June 17, 2022, the Company closed on the previously announced sale of 115.7 acres of excess land near Calder Casino for $ 291.0 million (or approximately $ 2.5 million per acre) to Link Logistics, a Blackstone portfolio company. The Company received cash proceeds of $ 279.0 million, which was net of $ 12.0 million of transaction costs. Refer to Note 5, Calder Land Sale, for further information on the sale. Acquisitions of Chasers Poker Room and Ellis Park On September 2, 2022, we completed the previously announced acquisition of Chasers Poker Room ("Chasers") in Salem, New Hampshire (the "Chasers Transaction"). As part of the acquisition, we made an initial payment to the sellers for rights to operate the poker room and to build a historical racing facility. Additional payments will be made once all necessary permits are obtained and the planned historical racing facility is opened. On September 26, 2022, we completed the acquisition of Ellis Park Racing and Gaming ("Ellis Park") in Henderson, Kentucky, from Enchantment Holdings, LLC, an affiliate of Laguna Development Corporation, for total consideration of $ 79.0 million in cash, subject to certain working capital and other purchase price adjustments (the "Ellis Park Transaction"). Refer to Note 3, Acquisitions, for further information on the transactions. 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. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 8 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Exit of the Direct Online Sports and Casino Business On February 24, 2022 the Company announced plans to exit the direct online sports and casino business. The Company will maintain its retail Sports operations and pursue monetization of its online market access licenses. 2. RECENT ACCOUNTING PRONOUNCEMENTS Recent Accounting Pronouncements - Effective in 2022 or Thereafter In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, and simplifies the accounting for transitioning from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and if elected, will be applied prospectively through December 31, 2022. We are currently evaluating the effect the adoption of this new accounting standard will have on our results of operations, financial condition, and cash flows. 3. ACQUISITIONS Chasers Poker Room On September 2, 2022, the Company completed the Chasers Transaction which was treated as an asset acquisition. The Company made an initial payment at closing and recorded a liability for the remaining due at a future date. In conjunction with the acquisition the Company recorded an $ 82.2 million gaming rights intangible asset which represented its fair value at the date of acquisition. The fair value of the gaming rights acquired in the Chasers Transaction was determined using the Greenfield Method, which is an income approach methodology that calculates the present value of the gaming rights intangible asset based on a projected cash flow stream. This method assumes that the gaming rights intangible asset provides the opportunity to develop a gaming facility in a specified region, and that the present value of the projected cash flows is a result of the realization of advantages contained in these rights. Under this methodology, the acquirer is expected to absorb all start-up costs, as well as incur all expenses pertaining to the acquisition and/or the creation of all tangible and intangible assets. The estimated future revenue, future operating expenses, start-up costs, and discount rate were the primary inputs in the valuation. The gaming rights intangible asset was assigned an indefinite useful life based on the Company's expected use of the asset and determination that no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of the gaming rights. Ellis Park On September 26, 2022, the Company completed the Ellis Park Transaction for total consideration of $ 79.0 million in cash, plus $ 3.5 million in working capital and other preliminary purchase price adjustments. The fair values of the Ellis Park Transaction were based upon preliminary valuations. Estimates and assumptions used in such valuations are subject to change, which could be significant, within the measurement period up to one year from the acquisition date. The areas of the preliminary valuations that are not yet finalized relate to the amounts for income taxes, intangible assets, working capital adjustments, and the final amount of residual goodwill. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition date during the measurement period. The preliminary fair values of the assets acquired and liabilities assumed, net of cash acquired of $ 0.8 million, at the date of acquisition were as follows: property and equipment of $ 19.3 million, indefinite-lived gaming rights of $ 47.4 million, indefinite-lived trademark of $ 3.6 million, goodwill of $ 8.9 million, right-of-use assets and liabilities of $ 6.0 million and net working capital of $ 2.5 million. The Company has not included other disclosures regarding the Chasers Transaction or Ellis Park Transaction because the acquisitions are immaterial to our business. 4. NATURAL DISASTER In August 2021, Hurricane Ida caused damage to portions of Louisiana, including Fair Grounds Race Course & Slots, and 15 off-track betting facilities ("OTBs") owned by Video Services, LLC ("VSI") (collectively, "Fair Grounds and VSI"). Two OTBs remain closed. The Company carries property and casualty insurance, as well as business interruption insurance subject to certain deductibles. During the nine months ended September 30, 2022, the Company incurred $ 2.3 million of operating expenses related to ongoing recovery and maintenance efforts and received $ 8.0 million from our insurance carriers. The Company has also recorded an insurance recovery receivable of $ 1.0 million. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 9 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) In total, the Company has received $ 10.7 million from our insurance carriers which includes $ 4.1 million related to business interruption claims. The proceeds from the business interruption claims are included in other income in the Condensed Consolidated Statement of Comprehensive Income. The Company is currently working with its insurance carriers to finalize its claim and we currently do not expect our losses to exceed the applicable insurance recoveries. 5. CALDER LAND SALE On June 17, 2022, the Company closed on the previously announced sale of 115.7 acres of excess land near Calder Casino for $ 291.0 million (or approximately $ 2.5 million per acre) to Link Logistics, a Blackstone portfolio company. The Company received cash proceeds of $ 279.0 million which was net of $ 12.0 million of transaction costs. We recognized a gain of $ 274.6 million on the sale of the land, which is included in other income in the accompanying Condensed Consolidated Statements of Comprehensive Income. The gain consisted of cash proceeds of $ 279.0 million offset by the carrying value of the assets sold of $ 4.4 million. The Company is planning on using certain proceeds of the sale to purchase property as part of the previously announced acquisition of substantially all of the assets of Peninsula Pacific Entertainment LLC (the "P2E Transaction") and to invest in other replacement properties that qualify as Internal Revenue Code §1031 transactions to defer the federal income tax on the gain on the Calder land sale. The Company has identified two reverse like-kind transactions for property acquired prior to the sale of the Calder land and a forward like-kind exchange transaction to acquire additional property for the Internal Revenue Code §1031 transactions. The Company is utilizing a qualified intermediary to facilitate these transactions. The proceeds from the sale have been transferred to the qualified intermediary and are classified as restricted cash on the Condensed Consolidated Balance Sheet. The funds will remain with the qualified intermediary and will be released: (i) if the funds are utilized as part of a like-kind exchange agreement, (ii) if the Company does not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the allowable time period. The Company has completed one reverse like-kind exchange in June 2022 involving our $ 9.9 million investment in real property for the Derby City Gaming Downtown facility in Louisville, Kentucky. The second reverse like-kind exchange will involve our investment in real property for the Queen of Terre Haute Casino Resort ("Queen of Terre Haute") property in Terre Haute, Indiana. An exchange accommodation titleholder (“EAT”), a type of variable interest entity, was used to facilitate this reverse like-kind exchange. As of September 30, 2022, $ 22.1 million had been invested in real property for the Queen of Terre Haute which will be held by the EAT until the exchange transaction is complete. The Company determined that it is the primary beneficiary of the EAT, thus the property held by the EAT has been consolidated and recorded in property and equipment, net on the Condensed Consolidated Balance Sheet. The Company plans to make additional investments in real property for the Queen of Terre Haute and expects to complete this reverse like-kind exchange in the fourth quarter of 2022. The Company is planning on utilizing the remainder of the proceeds from the Calder land sale to execute a forward like-kind exchange transaction by purchasing property as part of the previously announced P2E Transaction. The Company anticipates closing the P2E Transaction prior to the end of 2022. If the acquisition of replacement property is not completed within 180 days of the Calder land sale, the proceeds will be distributed to the Company by the qualified intermediary and reclassified as available cash, and all applicable income taxes will be assessed on the remaining gain that was not deferred by acquiring replacement property. As of September 30, 2022, the Company recorded $ 78.0 million in current income taxes payable related to the Calder land sale. Upon completion of the P2E Transaction, the current tax liability will be reclassified as a deferred tax liability on the Condensed Consolidated Balance Sheet. As of December 31, 2021, the assets sold as part of the Calder land sale were classified as held for sale on the accompanying Condensed Consolidated Balance Sheets. Calder's operations and assets are included in the Gaming segment in our consolidated results. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 10 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 6. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE Discontinued Operations On January 9, 2018, the Company completed the sale of its mobile gaming subsidiary, Big Fish Games, Inc. ("Big Fish Games"). The Big Fish Games business met the criteria for discontinued operation presentation. The Condensed Consolidated Statements of Cash Flows reflect Big Fish Games as discontinued operations for all periods presented. The Company previously reported combined continuing and discontinued operations in our Condensed Consolidated Statement of Cash Flows. The Company now separates continuing from discontinued operations in our Condensed Consolidated Statement of Cash Flows. The prior year results were reclassified to conform to the current period presentation. On May 22, 2020, we entered into an agreement in principle to settle Cheryl Kater v. Churchill Downs Incorporated and Manasa Thimmegowda v. Big Fish Games, Inc. The $ 124.0 million settlement was paid on March 25, 2021. Assets Held for Sale On September 29, 2021, the Company announced an agreement to sell the 326 -acre property in Arlington Heights, Illinois (the "Arlington Property"), to the Chicago Bears for $ 197.2 million. The closing of the sale of the Arlington Property is subject to the satisfaction of various closing conditions and the Company anticipates closing the sale of the Arlington Property in the first quarter of 2023. The Company has classified certain assets of Arlington International Racecourse ("Arlington") as held for sale totaling $ 82.0 million as of September 30, 2022 and $ 81.5 million as of December 31, 2021, on the accompanying Condensed Consolidated Balance Sheets. Arlington’s operations and assets are included in All Other in our consolidated results. 7. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill, by segment, is composed of the following: (in millions) Live and Historical TwinSpires Gaming All Other Total Balances as of December 31, 2021 $ 52.5 $ 152.2 $ 161.1 $ 1.0 $ 366.8 Additions 8.9 — — — 8.9 Balances as of September 30, 2022 $ 61.4 $ 152.2 $ 161.1 $ 1.0 $ 375.7 We established goodwill of $ 8.9 million related to the Ellis Park Transaction. We performed our annual goodwill impairment analysis as of April 1, 2022, and no adjustment to the carrying value of goodwill was required. We assessed goodwill for impairment by performing qualitative or quantitative analyses for each reporting unit. We concluded that the fair values of our reporting units exceeded their carrying values, and therefore no impairments were identified. Other intangible assets are comprised of the following: September 30, 2022 December 31, 2021 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets $ 31.0 $ ( 20.2 ) $ 10.8 $ 31.2 $ ( 19.1 ) $ 12.1 Indefinite-lived intangible assets 474.2 336.0 Total $ 485.0 $ 348.1 During the third quarter of 2022 we established indefinite-lived intangible assets of $ 82.2 million for the gaming rights related to the Chasers Transaction and $ 47.4 million for gaming rights and $ 3.6 million for trademarks related to the Ellis Park Transaction. We also recorded $ 5.0 million for gaming rights in Indiana associated with the planned development of the Queen of Terre Haute Casino Resort during the second quarter of 2022. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 11 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) We performed our annual indefinite-lived intangible assets impairment analysis as of April 1, 2022. We assessed our indefinite-lived intangible assets for impairment by performing qualitative or quantitative analyses for each asset. Based on the results of these analyses, no indefinite-lived intangible asset impairments were identified in connection with our annual impairment testing. The Company continues to monitor the current economic conditions and the impacts on the results of operations. Future economic conditions could have a negative impact on the estimates and assumptions utilized in our indefinite-lived intangible asset impairment assessments. These potential impacts could increase the risk of a future impairment of indefinite-lived intangible assets at Presque Isle Downs and Casin o. 8. ASSET IMPAIRMENTS On February 24, 2022, the Company announced plans to exit the direct online sports and casino business. The Company will maintain its retail Sports operations and pursue monetization of its online market access licenses. During the quarter ended March 31, 2022, the Company evaluated whether this planned exit would indicate it is more likely than not that any of the Company’s intangible assets, long-lived assets, current assets or property and equipment, were impaired (“Trigger Event”). Based on the Company’s evaluation, the Company concluded that a Trigger Event occurred related to certain TwinSpires assets. As a result, the Company recorded a $ 4.9 million non-cash impairment charge related to certain assets in the TwinSpires segment. 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. 9. INCOME TAXES The Company’s effective income tax rate for the three months ended September 30, 2022 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer’s compensation, partially offset by tax benefits resulting from certain tax credits and incentives. The Company's effective income tax rate for the nine months ended September 30, 2022 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer's compensation. The Company's effective income tax rate for the three and nine months ended September 30, 2021 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officer's compensation. 10. SHAREHOLDERS’ EQUITY Stock Repurchase Programs On October 30, 2018, the Board of Directors of the Company approved a common stock repurchase program of up to $ 300.0 million ("2018 Stock Repurchase Program"). The 2018 Stock Repurchase Program was in effect until September 29, 2021 and had unused authorization of $ 97.9 million. On September 29, 2021, the Board of Directors of the Company approved a common stock repurchase program of up to $ 500.0 million ("2021 Stock Repurchase Program"). The 2021 Stock Repurchase Program includes and is not in addition to any unspent amount remaining under the prior 2018 Stock Repurchase Program authorization. Repurchases may be made at management’s discretion from time to time on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The repurchase program has no time limit and may be suspended or discontinued at any time. We had approximately $ 300.2 million of repurchase authority remaining under the 2021 Stock Repurchase Program at September 30, 2022, based on trade date. We repurchased the following shares under the 2018 and 2021 Stock Repurchase Programs: FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 12 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (in millions, except share data) 2022 2021 2022 2021 Repurchase Program Shares Aggregate Purchase Price Shares Aggregate Purchase Price Shares Aggregate Purchase Price Shares Aggregate Purchase Price 2021 Stock Repurchase Program 288,781 $ 59.0 3,178 $ 0.8 727,198 $ 145.5 3,178 $ 0.8 2018 Stock Repurchase Program — — 245,132 $ 49.2 — — 245,132 $ 49.2 Total 288,781 $ 59.0 248,310 $ 50.0 727,198 $ 145.5 248,310 $ 50.0 As of September 30, 2022, we had $ 2.0 million accrued for the future cash settlement of executed repurchases of our common stock and a $ 1.5 million accrual as of September 30, 2021. The Duchossois Group Share Repurchase On February 1, 2021, the Company entered into an agreement (the "Stock Repurchase Agreement") with an affiliate of The Duchossois Group, Inc. ("TDG") to repurchase 1,000,000 shares of the Company’s common stock for $ 193.94 per share in a privately negotiated transaction for an aggregate purchase price of $ 193.9 million. The repurchase of shares of common stock from TDG pursuant to the Stock Repurchase Agreement was approved by the Company's Board of Directors separately from, and did not reduce the authorized amount remaining under, the existing common stock repurchase program. 11. STOCK-BASED COMPENSATION PLANS We have stock-based employee compensation plans with awards outstanding under the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the "2016 Plan") and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan. Our total stock-based compensation expense, which includes expenses related to restricted stock awards, restricted stock unit awards ("RSUs"), performance share unit awards, and stock options associated with our employee stock purchase plan was $ 9.1 million for the three months ended September 30, 2022 and $ 7.8 million for the three months ended September 30, 2021. Stock-based compensation was $ 23.5 million for the nine months ended September 30, 2022 and $ 20.4 million for the nine months ended September 30, 2021. During the nine months ended September 30, 2022, the Company awarded RSUs to employees, RSUs and PSUs to certain named executive officers ("NEOs"), and RSUs to directors. The vesting criteria for the PSU awards granted in 2022 were based on a three-year service period with two performance conditions and a market condition related to relative total shareholder return ("TSR") consistent with prior year grants. The total compensation cost we will recognize under the PSUs is determined using the Monte Carlo valuation methodology, which factors in the value of the TSR market condition when determining the grant date fair value of the PSU. Compensation cost for each PSU is recognized during the performance and service period based on the probable achievement of the two performance criteria. The PSUs are converted into shares of our common stock at the time the PSU award value is finalized. A summary of the RSUs and PSUs granted during 2022 is presented below (units in thousands): Grant Year Award Type Number of Units Awarded (1) Vesting Terms 2022 RSU 61 Vest equally over three service periods ending in 2025 2022 PSU 34 Three -year performance and service period ending in 2024 2022 RSU 5 One year service period ending in 2023 (1) PSUs reflect the target number of units for the original PSU grant. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 13 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 12. DEBT Credit Agreement On December 27, 2017, we entered into a senior secured credit agreement (as amended, the "Credit Agreement") with a syndicate of lenders. The Credit Agreement provided for a $ 700.0 million senior secured revolving credit facility due 2024 (the "Revolver") and a $ 400.0 million senior secured term loan B due 2024 (the "Term Loan B"). Included in the maximum borrowing of $ 700.0 million under the Revolver was a letter of credit sub facility not to exceed $ 50.0 million and a swing line commitment up to a maximum principal amount of $ 50.0 million. The Credit Agreement is collateralized by substantially all of the wholly-owned assets of the Company. On April 28, 2020, the Company entered into the Second Amendment to the Credit Agreement, which (i) provided for a financial covenant relief period through the date on which the Company delivered the Company's quarterly financial statements and compliance certificate for the fiscal quarter ended June 30, 2021, subject to certain exceptions (the "Financial Covenant Relief Period"), (ii) amended the definition of "Consolidated EBITDA" in the Credit Agreement with respect to the calculation of Consolidated EBITDA for the first two fiscal quarters after the termination of the Financial Covenant Relief Period, (iii) extended certain deadlines and made certain other amendments to the Company’s financial reporting obligations, (iv) placed certain restrictions on restricted payments during the Financial Covenant Relief Period, and (v) amended the definitions of "Material Adverse Effect" and "License Revocation" in the Credit Agreement to take into consideration COVID-19. On February 1, 2021, the Company entered into the Third Amendment to the Credit Agreement to increase the restricted payments capacity during the Financial Covenant Relief Period from $ 26.0 million to $ 226.0 million to accommodate a share repurchase from an affiliate of TDG. Refer to Note 10, Shareholders' Equity, for information regarding this transaction. On March 17, 2021, the Company entered into the Incremental Joinder Agreement No. 1 (the "Joinder") to its Credit Agreement which provided $ 300.0 million in New Term Loan Commitments ("Term Loan B-1") as a new tranche of term loans under the existing Credit Agreement (as conformed to recognize the new loan), and carries a maturity date of March 17, 2028. The Term Loan B-1 bears interest at LIBOR plus 200 basis points and requires quarterly payments of 0.25 % of the original $ 300.0 million balance. The Term Loan B-1 may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement. The Company capitalized $ 3.5 million of debt issuance costs associated with the Joinder which are being amortized as interest expense over the 7-year term of the Term Loan B-1. On April 13, 2022, the Company entered into the Fourth Amendment to the Credit Agreement (the "Fourth Amendment") to extend the maturity date of its existing revolving credit facility to April 13, 2027, to increase the commitments under the existing revolving credit facility from $ 700.0 million to $ 1.2 billion, and to increase the swing line commitment from $ 50.0 million to $ 100.0 million. The Fourth Amendment also provides for a senior secured Delayed Draw Term Loan A credit facility due April 13, 2027 in the amount of $ 800.0 million which is part of the financing for the P2E Transaction. The Company capitalized $ 2.8 million of debt issuance costs associated with the Revolver commitment increase and $ 5.8 million of debt issuance costs associated with the Delayed Draw Term Loan A which are being amortized as interest expense over the 5-year term. The Revolver and Delayed Draw Term Loan A bear interest at SOFR plus 10 basis points, plus a variable applicable margin which is determined by the Company's net leverage ratio. As of September 30, 2022, that applicable margin was 137.5 basis points which was based on the pricing grid in the Fourth Amendment to the Credit Agreement. The Term Loan B and Term Loan B-1 bear interest at LIBOR plus 200 basis points. On September 26, 2022, we borrowed $ 20.0 million on our Revolver to provide the Company with financing for the Chasers Transaction and the Ellis Park Transaction. The Company was compliant with all applicable covenants on September 30, 2022. 2028 Senior Notes Second Supplemental Indenture On March 17, 2021, the Company completed an offering of $ 200.0 million in aggregate principal amount of 4.75 % Senior Unsecured Notes that mature on January 15, 2028 (the "Additional 2028 Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A that is exempt from registration under the Securities Act, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Additional 2028 Notes were offered under the indenture dated as of December 27, 2017, governing the $ 500.0 million aggregate principal amount of 4.75 % Senior Unsecured Notes due 2028 ("Existing 2028 Notes") and form a part of the same series for purposes of the indenture. In connection with the offering, we capitalized $ 3.4 million of debt issuance costs which are being amortized as interest expense over the term of the Additional FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 14 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 2028 Notes. Upon completion of this offering, the aggregate principal amount outstanding of the Existing 2028 Notes, together with the Additional 2028 Notes (collectively the "2028 Senior Notes"), is $ 700.0 million. The Additional 2028 Notes were issued at 103.25 % of the principal amount, plus interest deemed to have accrued from January 15, 2021, with interest payable on January 15 th and July 15 th of each year, commencing on July 15, 2021. The 2028 Senior Notes will vote as one class under the indenture governing the 2028 Senior Notes. The 3.25 % premium will be amortized through interest expense, net over the term of the Additional 2028 Notes. The Company used the net proceeds from the Additional 2028 Notes and the Term Loan B-1 (i) to repay indebtedness outstanding under our Revolving Credit Facility, (ii) to fund related transaction fees and expenses and (iii) for working capital and other general corporate purposes. The Company may redeem some or all of the Additional 2028 Notes at any time at redemption prices set forth in the 2028 Offering Memorandum. 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. 2030 Senior Notes On April 13, 2022, CDI Escrow Issuer, Inc. (the "Escrow Issuer"), a wholly-owned subsidiary of the Company, completed an offering of $ 1.2 billion in aggregate principal amount of 5.75 % Senior Unsecured Notes that mature on April 13, 2030 (the "2030 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 offering of the 2030 Notes is part of the financing for the P2E Transaction. The proceeds of the offering were placed in escrow pending satisfaction of certain conditions, including, without limitation, the consummation of the P2E Transaction. In connection with the offering, we capitalized $ 4.3 million of debt issuance costs which are being amortized as interest expense over the term of the 2030 Notes. Upon completion of this offering, the aggregate principal amount outstanding in escrow of the 2030 Notes is $ 1.2 billion. The cash held in escrow is invested in money market accounts and included in restricted cash in the Condensed Consolidated Balance Sheet. The 2030 Notes were issued at 100% of the principal amount, plus interest deemed to have accrued from April 13, 2022, with interest payable in arrears on April 1 and October 1 of each year, commencing on October 1, 2022. The 2030 Notes will vote as one class under the indenture governing the 2030 Senior Notes. The Escrow Issuer may redeem some or all of the 2030 Notes at any time prior to April 1, 2025, at redemption prices set forth in the 2030 Offering Memorandum. In connection with the issuance of the 2030 Notes, the Escrow Issuer and the guarantors of the 2030 Notes entered into a Registration Rights Agreement to register any 2030 Notes under the Securities Act for resale that are not freely tradable 366 days from April 13, 2022. 13. REVENUE FROM CONTRACTS WITH CUSTOMERS Performance Obligations As of September 30, 2022, our Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year relating to television rights, sponsorships, personal seat licenses, and admissions, with an aggregate transaction price of $ 79.1 million. The revenue we expect to recognize on these remaining performance obligations is $ 0.6 million for the remainder of 2022, $ 33.7 million in 2023, $ 23.3 million in 2024, and the remainder thereafter. As of September 30, 2022, our remaining performance obligations on contracts with a duration greater than one year in segments other than Live and Historical Racing were not material. Contract Assets and Contract Liabilities As of September 30, 2022 and December 31, 2021, contract assets were not material. As of September 30, 2022 and December 31, 2021, contract liabilities were $ 30.4 million and $ 64.9 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying Condensed Consolidated Balance Sheets. Contract liabilities primarily relate to the Live and Historical Racing segment and the decrease was primarily due to revenue recognized for fulfilled performance obligations. We recognized $ 1.3 million of revenue during the three months ended September 30, 2022 and $ 48.1 million of revenue during the nine months ended September 30, FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 15 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 2022, which was included in the contract liabilities balance at December 31, 2021. We recognized $ 1.2 million of revenue during the three months ended September 30, 2021 and $ 32.6 million of revenue during the nine months ended September 30, 2021, which was included in the contract liabilities balance at December 31, 2020. Disaggregation of Revenue In Note 19, Segment Information, the Company has included its disaggregated revenue disclosures as follows: • For the Live and Historical Racing segment, revenue is disaggregated between racing facilities and HRM facilities given that our racing facilities revenues primarily revolve around live racing events while our HRM facilities revenues primarily revolve around historical racing events. This segment is also disaggregated by location given the geographic economic factors that affect the revenue of service offerings. Within the Live and Historical racing segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, and other services. • For the TwinSpires segment, revenue is disaggregated between Horse Racing and Sports and Casino given that Horse Racing revenue is primarily related to online pari-mutuel wagering on live race events while Sports and Casino revenue relates to casino gaming service offerings. Within the TwinSpires segment, revenue is further disaggregated between live and simulcast racing, gaming, and other services. • For the Gaming segment, revenue is disaggregated by location given the geographic economic factors that affect the revenue of Gaming service offerings. Within the Gaming segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, gaming, and other services. We believe that these disclosures depict how the amount, nature, timing, and uncertainty of cash flows are affected by economic factors. 14. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: (in millions) September 30, 2022 December 31, 2021 Account wagering deposits liability $ 53.1 $ 47.5 Purses payable 41.7 28.6 Accrued salaries and related benefits 29.6 39.9 Accrued interest 57.3 23.9 Accrued fixed assets 37.1 17.1 Other 81.4 74.7 Total $ 300.2 $ 231.7 15. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES Investments in and advances to unconsolidated affiliates as of September 30, 2022 and December 31, 2021 primarily consisted of a 61.3 % interest in Rivers Casino Des Plaines ("Rivers Des Plaines"), a 50 % interest in Miami Valley Gaming and Racing ("MVG"), and other immaterial joint ventures. Rivers Des Plaines The ownership of Rivers Des Plaines is comprised of the following: (1) the Company owns 61.3 %, (2) High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC, owns 36.0 %, and (3) Casino Investors, LLC owns 2.7 %. Both the Company and High Plaines have participating rights over Rivers Des Plaines, and both must consent to operating, investing and financing decisions. As a result, we account for Rivers Des Plaines using the equity method. As of September 30, 2022, the net aggregate basis difference between the Company’s investment in Rivers Des Plaines and the amounts of the underlying equity in net assets was $ 831.5 million. Our investment in Rivers Des Plaines was $ 547.5 million and $ 554.8 million as of September 30, 2022 and December 31, 2021, respectively. The Company received distributions from Rivers Des Plaines of $ 92.8 million and $ 44.5 million for the nine months ended September 30, 2022 and 2021, respectively. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 16 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Miami Valley Gaming Delaware North Companies Gaming & Entertainment Inc. ("DNC") owns the remaining 50 % interest in MVG. Since both we and DNC have participating rights over MVG, and both must consent to MVG's operating, investing and financing decisions, we account for MVG using the equity method. Our investment in MVG was $ 113.4 million and $ 108.7 million as of September 30, 2022 and December 31, 2021, respectively. The Company received distributions from MVG of $ 25.0 million and $ 33.0 million for the nine months ended September 30, 2022 and 2021, respectively. Summarized Financial Results for our Unconsolidated Affiliates Summarized below are the financial results for our unconsolidated affiliates. Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Net revenue $ 221.5 $ 202.4 $ 613.3 $ 539.0 Operating and SG&A expense 131.5 115.2 380.4 310.6 Depreciation and amortization 5.9 4.4 17.5 13.1 Total operating expense 137.4 119.6 397.9 323.7 Operating income 84.1 82.8 215.4 215.3 Interest and other, net ( 10.6 ) ( 10.4 ) ( 13.8 ) ( 34.7 ) Net income $ 73.5 $ 72.4 $ 201.6 $ 180.6 (in millions) September 30, 2022 December 31, 2021 Assets Current assets $ 89.9 $ 96.0 Property and equipment, net 349.1 312.3 Other assets, net 263.6 264.1 Total assets $ 702.6 $ 672.4 Liabilities and Members' Deficit Current liabilities $ 108.6 $ 95.3 Long-term debt 826.2 786.9 Other liabilities — 20.6 Members' deficit ( 232.2 ) ( 230.4 ) Total liabilities and members' deficit $ 702.6 $ 672.4 16. FAIR VALUE OF ASSETS AND LIABILITIES We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. Restricted Cash Our restricted cash accounts held in money market and interest-bearing accounts qualify for Level 1 in the fair value hierarchy, which includes unadjusted quoted market prices in active markets for identical assets. Debt The fair value of the Company’s 2030 Senior Notes, 2028 Senior Notes, and 5.50 % Senior Notes due 2027 (the "2027 Senior Notes") are estimated based on unadjusted quoted prices for identical or similar liabilities in markets that are not active and as such are Level 2 measurements. The fair values of the Company's Term Loan B, Term Loan B-1, and Revolver under the Credit Agreement approximate the gross carrying value of the variable rate debt and as such are Level 2 measurements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 17 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows: September 30, 2022 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 1,582.6 $ 1,582.6 $ 1,582.6 $ — $ — Financial liabilities: Term Loan B $ 379.2 $ 381.0 $ — $ 381.0 $ — Term Loan B-1 292.2 295.5 — 295.5 — Revolver 20.0 20.0 — 20.0 — 2027 Senior Notes 595.0 559.5 — 559.5 — 2028 Senior Notes 698.4 605.5 — 605.5 — 2030 Senior Notes 1,196.0 1,046.1 — 1,046.1 — December 31, 2021 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 64.3 $ 64.3 $ 64.3 $ — $ — Financial liabilities: Term Loan B $ 381.6 $ 384.0 $ — $ 384.0 $ — Term Loan B-1 294.0 297.8 — 297.8 — 2027 Senior Notes 594.3 619.5 — 619.5 — 2028 Senior Notes 698.1 724.5 — 724.5 — 17. CONTINGENCIES We are involved in litigation arising in the ordinary course of conducting business. We carry insurance for workers' compensation claims from our employees and general liability for claims from independent contractors, customers and guests. We are self-insured up to an aggregate stop loss for our general liability and workers' compensation coverages. We review all litigation on an ongoing basis when making accrual and disclosure decisions. For certain legal proceedings, we cannot reasonably estimate losses or a range of loss, if any, particularly for proceedings that are in the early stages of development or where the plaintiffs seek indeterminate damages. Various factors, including but not limited to, the outcome of potentially lengthy discovery and the resolution of important factual questions, may need to be determined before probability can be established or before a loss or range of loss can be reasonably estimated. In accordance with current accounting standards for loss contingencies and based upon information currently known to us, we establish reserves for litigation when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss or range of loss can be reasonably estimated. When no amount within the range of loss is a better estimate than any other amount, we accrue the minimum amount of the estimable loss. To the extent that such litigation against us may have an exposure to a loss in excess of the amount we have accrued, we believe that such excess would not be material to our consolidated financial condition, results of operations, or cash flows. Legal fees are expensed as incurred. If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably estimable. In the event that a legal proceeding results in a substantial judgment against us, or settlement by us, there can be no assurance that any resulting liability or financial commitment would not have a material adverse impact on our business. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 18 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 18. NET INCOME PER COMMON SHARE COMPUTATIONS The following is a reconciliation of the numerator and denominator of the net income per common share computations: Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per share data) 2022 2021 2022 2021 Numerator for basic and diluted net income per common share: Net income $ 57.0 $ 61.4 $ 438.4 $ 205.8 Denominator for net income per common share: Basic 37.8 38.6 38.1 38.7 Plus dilutive effect of stock awards 0.6 0.6 0.5 0.6 Diluted 38.4 39.2 38.6 39.3 Net income per common share data: Basic net income $ 1.51 $ 1.59 $ 11.52 $ 5.31 Diluted net income $ 1.49 $ 1.57 $ 11.36 $ 5.23 19. SEGMENT INFORMATION We manage our operations through three reportable segments: • Live and Historical Racing The Live and Historical Racing segment includes live and historical pari-mutuel racing related revenue and expenses at Churchill Downs Racetrack, Derby City Gaming, Oak Grove, Turfway Park, Newport, Ellis Park, and Chasers. Churchill Downs Racetrack is the home of the Kentucky Derby and conducts live racing during the year. Derby City Gaming is an historical racing machine ("HRM") facility that operates under the Churchill Downs pari-mutuel racing license at its ancillary training facility in Louisville, Kentucky. Oak Grove conducts live harness racing during the year and operates a HRM facility under its pari-mutuel racing license. Turfway Park conducts live racing during the year and opened a HRM facility in September 2022, and Newport is an ancillary HRM facility that operates under the Turfway Park pari-mutuel racing license. Ellis Park conducts live racing during the year and operates a gaming facility venue with HRMs. Chasers is a charitable gaming facility offering poker and a variety of table games. We plan to construct an expanded charitable gaming facility with up to 800 gaming positions including HRMs and table games. Our Live and Historical Racing properties earn commissions primarily from pari-mutuel wagering on live and historical races; simulcast fees earned from other wagering sites; admissions, personal seat licenses, sponsorships, television rights, and other miscellaneous services (collectively "racing event-related services"), as well as food and beverage services. • TwinSpires The TwinSpires segment includes the revenue and expenses for the online horse racing and the retail and online Sports and Casino business. TwinSpires Horse Racing operates online horse racing wagering for TwinSpires.com, BetAmerica.com, and other white-label platforms; facilitates high dollar wagering by international customers (through Velocity); and provides the Bloodstock Research Information Services platform for horse racing statistical data. Also included in TwinSpires Horse Racing is our United Tote business which provides totalisator services to patrons who wager on horse races. Our TwinSpires Sports and Casino business includes the retail and online sports and casino gaming operations. Our TwinSpires Sports and Casino business operates our sports betting and casino platform in multiple states. The TwinSpires Sports and Casino business includes the mobile and online sports betting and casino results and the results of seven of our retail sportsbooks, which include our wholly-owned properties at Harlow’s Casino Resort and Spa ("Harlow’s"), Presque Isle, Riverwalk Casino Hotel (“Riverwalk”), Ocean Downs Casino and Racetrack ("Ocean FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 19 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Downs"), Fair Grounds Racecourse and Slots, as well as in Arizona and Michigan which utilize a third party's casino license. On February 24, 2022 the Company announced its plans to exit the direct online sports and casino business and pursue monetization of its online market access licenses. • Gaming The Gaming segment includes revenue and expenses for the casino properties and associated racetrack facilities which support the casino license. The Gaming segment has approximately 11,800 slot machines and video lottery terminals ("VLTs") and 250 table games located in eight states. The Gaming segment revenue and Adjusted EBITDA includes the following properties: ◦ Calder ◦ Fair Grounds and VSI ◦ Harlow’s ◦ Lady Luck Casino Nemacolin ("Lady Luck Nemacolin") management agreement ◦ Ocean Downs ◦ Oxford Casino and Hotel ("Oxford") ◦ Presque Isle ◦ Riverwalk The Gaming segment Adjusted EBITDA also includes the Adjusted EBITDA related to the Company’s equity investments in the following: ◦ 61.3 % equity investment in Rivers Des Plaines ◦ 50 % equity investment in MVG The Gaming segment generates revenue and expenses from slot machines, table games, VLTs, video poker, retail sports betting, ancillary food and beverage services, hotel services, commission on pari-mutuel wagering, racing event-related services, historical racing, and / or other miscellaneous operations. We have aggregated the following businesses as well as certain corporate operations, and other immaterial joint ventures in "All Other" to reconcile to consolidated results: • Arlington • Corporate We conduct our business through these reportable segments and report net revenue and operating expense associated with these reportable segments in the accompanying condensed Consolidated Statements of Comprehensive Income. Eliminations include the elimination of intersegment transactions. We utilize non-GAAP measures, including EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA. Our chief operating decision maker utilizes Adjusted EBITDA to evaluate segment performance, develop strategy and allocate resources. Adjusted EBITDA includes the following adjustments: Adjusted EBITDA includes our portion of EBITDA from our equity investments. Adjusted EBITDA excludes: • Transaction expense, net which includes: – Acquisition, disposition, and land sale related charges; – Direct online Sports and Casino business costs; 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; • Gain on Calder land sale; • Legal reserves; • Pre-opening expense; and • Other charges, recoveries and expenses FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 20 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) As of December 31, 2021, Arlington ceased racing and simulcast operations given the pending sale of the property to the Chicago Bears. Arlington's operating loss in the current quarter and year is treated as an adjustment to EBITDA and is included in Other expenses, net in the Reconciliation of Comprehensive Income to Adjusted EBITDA. We utilize the Adjusted EBITDA metric to provide a more accurate measure of our core operating results and enable management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure provided in accordance with GAAP. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited. For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the accompanying Condensed Consolidated Statements of Comprehensive Income. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 21 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) The tables below present net revenue from external customers and intercompany revenue from each of our segments, net revenue from external customers for each group of similar services, Adjusted EBITDA by segment, and a reconciliation of comprehensive income to Adjusted EBITDA: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Net revenue from external customers: Live and Historical Racing: Churchill Downs Racetrack $ 6.4 $ 7.4 $ 182.6 $ 114.6 Derby City Gaming 41.5 40.2 128.5 113.0 Oak Grove 33.3 27.1 97.8 72.1 Turfway Park 3.1 0.7 8.6 5.9 Newport 6.9 4.3 20.6 13.2 Chasers 0.9 — 0.9 — Ellis Park 0.2 — 0.2 — Total Live and Historical Racing 92.3 79.7 439.2 318.8 TwinSpires: Horse Racing 100.9 98.8 321.5 327.7 Sports and Casino 5.3 8.7 21.8 24.1 Total TwinSpires 106.2 107.5 343.3 351.8 Gaming: Fair Grounds and VSI 28.5 24.8 107.2 98.2 Presque Isle 33.2 35.9 90.7 90.2 Ocean Downs 33.3 31.7 82.0 78.7 Calder 26.3 25.9 81.2 74.2 Oxford 31.6 31.8 87.8 72.1 Riverwalk 12.6 14.5 41.0 47.3 Harlow’s 11.9 13.3 37.0 43.9 Lady Luck Nemacolin 6.0 7.4 18.1 18.7 Total Gaming 183.4 185.3 545.0 523.3 All Other 1.2 20.5 2.2 38.5 Net revenue from external customers $ 383.1 $ 393.0 $ 1,329.7 $ 1,232.4 Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Intercompany net revenue: Live and Historical Racing $ 10.1 $ 1.8 $ 26.3 $ 17.9 TwinSpires 1.2 1.5 4.0 4.8 Gaming 2.5 0.3 4.6 2.3 All Other — 2.5 — 6.5 Eliminations ( 13.8 ) ( 6.1 ) ( 34.9 ) ( 31.5 ) Intercompany net revenue $ — $ — $ — $ — FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 22 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Three Months Ended September 30, 2022 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 1.8 $ 91.0 $ 3.6 $ 96.4 $ — $ 96.4 Historical racing (a) 78.7 — 3.5 82.2 — 82.2 Racing event-related services 3.0 — 0.1 3.1 — 3.1 Gaming (a) 0.9 5.3 160.6 166.8 — 166.8 Other (a) 7.9 9.9 15.6 33.4 1.2 34.6 Total $ 92.3 $ 106.2 $ 183.4 $ 381.9 $ 1.2 $ 383.1 Three Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 5.4 $ 89.4 $ 4.9 $ 99.7 $ 12.6 $ 112.3 Historical racing (a) 66.2 — — 66.2 — 66.2 Racing event-related services 1.8 — 0.1 1.9 5.0 6.9 Gaming (a) — 8.7 166.6 175.3 — 175.3 Other (a) 6.3 9.4 13.7 29.4 2.9 32.3 Total $ 79.7 $ 107.5 $ 185.3 $ 372.5 $ 20.5 $ 393.0 (a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in Other revenue with a corresponding offset recorded as a reduction in historical Pari-mutuel revenue for HRMs or Gaming revenue for our casino properties. These amounts were $ 8.4 million for the three months ended September 30, 2022 and $ 6.1 million for the three months ended September 30, 2021. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 23 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Nine Months Ended September 30, 2022 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 53.9 $ 290.9 $ 22.0 $ 366.8 $ — $ 366.8 Historical racing (a) 230.7 — 4.8 235.5 — 235.5 Racing event-related services 125.4 — 0.7 126.1 — 126.1 Gaming (a) 0.9 21.8 469.6 492.3 — 492.3 Other (a) 28.3 30.6 47.9 106.8 2.2 109.0 Total $ 439.2 $ 343.3 $ 545.0 $ 1,327.5 $ 2.2 $ 1,329.7 Nine Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 50.9 $ 300.2 $ 21.0 $ 372.1 $ 27.2 $ 399.3 Historical racing (a) 184.0 — — 184.0 — 184.0 Racing event-related services 65.3 — 1.0 66.3 6.9 73.2 Gaming (a) — 24.1 469.3 493.4 — 493.4 Other (a) 18.6 27.5 32.0 78.1 4.4 82.5 Total $ 318.8 $ 351.8 $ 523.3 $ 1,193.9 $ 38.5 $ 1,232.4 (a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in Other revenue with a corresponding offset recorded as a reduction in historical Pari-mutuel revenue for HRMs or Gaming revenue for our casino properties. These amounts were $ 23.2 million for the nine months ended September 30, 2022 and $ 15.0 million for the nine months ended September 30, 2021. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 24 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Adjusted EBITDA by segment is comprised of the following: Three Months Ended September 30, 2022 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 102.4 $ 107.4 $ 185.9 Taxes and purses ( 31.6 ) ( 6.6 ) ( 70.6 ) Marketing and advertising ( 3.6 ) ( 1.3 ) ( 4.1 ) Salaries and benefits ( 13.3 ) ( 6.3 ) ( 24.6 ) Content expense ( 0.6 ) ( 49.3 ) ( 2.7 ) Selling, general and administrative expense ( 3.4 ) ( 2.7 ) ( 7.1 ) Other operating expense ( 15.6 ) ( 10.1 ) ( 21.7 ) Other income 0.2 — 56.5 Adjusted EBITDA $ 34.5 $ 31.1 $ 111.6 Three Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 81.5 $ 109.0 $ 185.6 Taxes and purses ( 24.6 ) ( 8.0 ) ( 71.8 ) Marketing and advertising ( 2.9 ) ( 10.6 ) ( 3.6 ) Salaries and benefits ( 10.9 ) ( 7.0 ) ( 22.5 ) Content expense ( 0.5 ) ( 47.1 ) ( 1.2 ) Selling, general and administrative expense ( 3.1 ) ( 2.6 ) ( 7.1 ) Other operating expense ( 11.8 ) ( 11.6 ) ( 19.7 ) Other income — — 51.0 Adjusted EBITDA $ 27.7 $ 22.1 $ 110.7 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 25 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Adjusted EBITDA by segment is comprised of the following: Nine Months Ended September 30, 2022 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 465.5 $ 347.3 $ 549.6 Taxes and purses ( 118.0 ) ( 21.3 ) ( 206.1 ) Marketing and advertising ( 12.9 ) ( 11.4 ) ( 11.3 ) Salaries and benefits ( 43.1 ) ( 19.9 ) ( 72.0 ) Content expense ( 2.2 ) ( 160.5 ) ( 6.4 ) Selling, general and administrative expense ( 9.7 ) ( 7.9 ) ( 20.4 ) Other operating expense ( 53.6 ) ( 37.2 ) ( 63.9 ) Other income 0.3 — 140.0 Adjusted EBITDA $ 226.3 $ 89.1 $ 309.5 Nine Months Ended September 30, 2021 (in millions) Live and Historical Racing TwinSpires Gaming Net revenue $ 336.7 $ 356.6 $ 525.6 Taxes and purses ( 95.4 ) ( 22.7 ) ( 201.1 ) Marketing and advertising ( 9.9 ) ( 35.8 ) ( 7.5 ) Salaries and benefits ( 36.2 ) ( 20.0 ) ( 63.0 ) Content expense ( 1.9 ) ( 162.1 ) ( 3.5 ) Selling, general and administrative expense ( 9.2 ) ( 8.1 ) ( 19.0 ) Other operating expense ( 39.8 ) ( 38.1 ) ( 52.9 ) Other income 0.1 — 134.3 Adjusted EBITDA $ 144.4 $ 69.8 $ 312.9 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 26 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Reconciliation of Comprehensive Income to Adjusted EBITDA: Net income and comprehensive income $ 57.0 $ 61.4 $ 438.4 $ 205.8 Additions: Depreciation and amortization 27.5 25.9 78.7 77.9 Interest expense 36.2 21.7 92.6 63.1 Income tax provision 16.4 26.3 173.5 84.1 EBITDA $ 137.1 $ 135.3 $ 783.2 $ 430.9 Adjustments to EBITDA: Stock-based compensation expense $ 9.1 $ 7.8 $ 23.5 $ 20.4 Legal reserve — — 3.2 — Pre-opening expense 4.2 1.7 8.9 3.8 Other expenses, net 1.4 — 5.7 0.2 Asset impairments — — 4.9 11.2 Transaction expense, net 1.2 2.0 7.4 2.1 Other income, expense: Interest, depreciation and amortization expense related to equity investments 10.1 10.7 31.7 30.8 Changes in fair value of Rivers Des Plaines' interest rate swaps — ( 2.0 ) ( 12.6 ) ( 8.0 ) Rivers Des Plaines' legal reserves and transaction costs 0.1 0.6 0.6 8.6 Other charges — — 1.0 — Gain on Calder land sale — — ( 274.6 ) — Total adjustments to EBITDA 26.1 20.8 ( 200.3 ) 69.1 Adjusted EBITDA $ 163.2 $ 156.1 $ 582.9 $ 500.0 Adjusted EBITDA by segment: Live and Historical Racing $ 34.5 $ 27.7 $ 226.3 $ 144.4 TwinSpires 31.1 22.1 89.1 69.8 Gaming 111.6 110.7 309.5 312.9 Total segment Adjusted EBITDA 177.2 160.5 624.9 527.1 All Other ( 14.0 ) ( 4.4 ) ( 42.0 ) ( 27.1 ) Total Adjusted EBITDA $ 163.2 $ 156.1 $ 582.9 $ 500.0 The table below presents information about equity in income of unconsolidated affiliates included in our reported segments: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Gaming $ 42.3 $ 41.6 $ 115.3 $ 102.9 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 27 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) The table below presents total asset information for each of our segments: (in millions) September 30, 2022 December 31, 2021 Total assets: Live and Historical Racing $ 1,051.1 $ 682.7 TwinSpires 285.2 289.6 Gaming 1,318.7 1,003.3 Total segment assets 2,655.0 1,975.6 All Other 2,019.1 1,006.0 Total assets $ 4,674.1 $ 2,981.6 The table below presents total capital expenditures for each of our segments: Nine Months Ended September 30, (in millions) 2022 2021 Capital expenditures, net: Live and Historical Racing $ 177.4 $ 32.3 TwinSpires 9.3 8.5 Gaming 63.0 9.3 Total segment capital expenditures 249.7 50.1 All Other 14.0 2.0 Total capital expenditures $ 263.7 $ 52.1 20. SUBSEQUENT EVENT At its regularly scheduled meeting held on October 25, 2022, the Board of Directors of the Company declared an annual cash dividend of $ 0.714 per share, to be paid on January 6, 2023, to all shareholders of record on December 2, 2022. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 28