Churchill Downs Inc 10-Q

ITEM 1. FINANCIAL STATEMENTS CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended March 31, (in millions, except per common share data) 2025 2024 Net revenue: Live and Historical Racing $ 272.5 $ 245.1 Wagering Services and Solutions 106.9 106.6 Gaming 263.2 239.2 All Other — — Total net revenue 642.6 590.9 Operating expense: Live and Historical Racing 189.7 157.2 Wagering Services and Solutions 67.2 67.9 Gaming 192.1 178.5 All Other 4.1 2.1 Selling, general and administrative expense 54.5 54.8 Transaction expense, net 0.4 4.1 Total operating expense 508.0 464.6 Operating income 134.6 126.3 Other (expense) income: Interest expense, net ( 72.3 ) ( 70.4 ) Equity in income of unconsolidated affiliates 33.3 37.8 Miscellaneous, net 0.3 8.1 Total other (expense) income ( 38.7 ) ( 24.5 ) Income from operations before provision for income taxes 95.9 101.8 Income tax provision ( 18.7 ) ( 21.4 ) Net income 77.2 80.4 Net income attributable to noncontrolling interest 0.5 — Net income and comprehensive income attributable to Churchill Downs Incorporated $ 76.7 $ 80.4 Net income attributable to Churchill Downs Incorporated per common share data: Basic net income $ 1.02 $ 1.09 Diluted net income $ 1.02 $ 1.08 Weighted average shares outstanding: Basic 73.7 74.1 Diluted 74.4 74.7 The accompanying notes are an integral part of the condensed consolidated financial statements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 3 CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions) March 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 174.2 $ 175.5 Restricted cash 97.0 77.2 Accounts receivable, net 108.6 98.7 Income taxes receivable — 14.5 Other current assets 72.6 46.4 Total current assets 452.4 412.3 Property and equipment, net 2,907.3 2,874.9 Investment in and advances to unconsolidated affiliates 663.1 661.2 Goodwill 900.2 900.2 Other intangible assets, net 2,406.3 2,409.0 Other assets 17.8 18.3 Total assets $ 7,347.1 $ 7,275.9 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 207.1 $ 180.3 Accrued expenses and other current liabilities 423.6 402.0 Income taxes payable 4.8 — Current deferred revenue 146.8 52.9 Current maturities of long-term debt 63.1 63.1 Dividends payable 0.7 31.0 Total current liabilities 846.1 729.3 Long-term debt, net of current maturities and loan origination fees 1,736.5 1,767.9 Notes payable, net of debt issuance costs 3,077.4 3,076.2 Non-current deferred revenue 20.0 20.0 Deferred income taxes 432.8 432.7 Other liabilities 141.2 146.5 Total liabilities 6,254.0 6,172.6 Commitments and contingencies Redeemable noncontrolling interest 21.4 19.7 Shareholders' equity: Preferred stock — — Common stock — — Retained earnings 1,072.7 1,084.6 Accumulated other comprehensive loss ( 1.0 ) ( 1.0 ) Total Churchill Downs Incorporated shareholders' equity 1,071.7 1,083.6 Total liabilities and shareholders' equity $ 7,347.1 $ 7,275.9 The accompanying notes are an integral part of the condensed consolidated financial statements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 4 CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) Common Stock Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders' Equity (in millions) Shares Amount Balance, December 31, 2024 73.5 $ — $ 1,084.6 $ ( 1.0 ) $ 1,083.6 Net income attributable to Churchill Downs Incorporated 76.7 76.7 Issuance of common stock 0.1 — Repurchase of common stock ( 0.8 ) ( 1.0 ) ( 88.4 ) ( 89.4 ) Taxes paid related to net share settlement of stock awards ( 3.9 ) ( 3.9 ) Stock-based compensation 4.9 4.9 Other ( 0.2 ) ( 0.2 ) Balance, March 31, 2025 72.8 $ — $ 1,072.7 $ ( 1.0 ) $ 1,071.7 Common Stock Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders' Equity (in millions) Shares Amount Balance, December 31, 2023 74.5 $ — $ 894.5 $ ( 0.9 ) $ 893.6 Net income attributable to Churchill Downs Incorporated 80.4 80.4 Issuance of common stock 0.3 — Repurchase of common stock ( 1.2 ) ( 7.2 ) ( 138.5 ) ( 145.7 ) Taxes paid related to net share settlement of stock awards ( 0.1 ) ( 7.6 ) ( 7.6 ) Stock-based compensation 7.2 7.2 Other ( 1.0 ) ( 1.0 ) Balance, March 31, 2024 73.5 $ — $ 827.8 $ ( 0.9 ) $ 826.9 The accompanying notes are an integral part of the condensed consolidated financial statements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 5 CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, (in millions) 2025 2024 Cash flows from operating activities: Net income $ 77.2 $ 80.4 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 59.2 46.9 Distributions from unconsolidated affiliates 31.4 45.0 Equity in income of unconsolidated affiliates ( 33.3 ) ( 37.8 ) Stock-based compensation 3.6 7.2 Deferred income taxes — 4.9 Amortization of operating lease assets 1.6 1.4 Other 2.3 1.7 Changes in operating assets and liabilities: Income taxes 19.0 17.0 Deferred revenue 93.9 80.1 Other assets and liabilities ( 8.4 ) 7.9 Net cash provided by operating activities 246.5 254.7 Cash flows from investing activities: Capital maintenance expenditures ( 12.6 ) ( 12.4 ) Capital project expenditures ( 67.5 ) ( 142.6 ) Other — 1.6 Net cash used in investing activities ( 80.1 ) ( 153.4 ) Cash flows from financing activities: Proceeds from borrowings under long-term debt obligations 219.7 355.5 Repayments of borrowings under long-term debt obligations ( 251.4 ) ( 266.7 ) Payment of dividends ( 30.1 ) ( 28.6 ) Repurchase of common stock ( 86.4 ) ( 141.7 ) Taxes paid related to net share settlement of stock awards ( 3.9 ) ( 10.4 ) Debt issuance costs ( 0.3 ) — Change in bank overdraft 4.6 ( 8.6 ) Other ( 0.1 ) ( 0.6 ) Net cash used in financing activities ( 147.9 ) ( 101.1 ) Net increase in cash, cash equivalents and restricted cash 18.5 0.2 Cash, cash equivalents and restricted cash, beginning of period 252.7 221.8 Cash, cash equivalents and restricted cash, end of period $ 271.2 $ 222.0 The accompanying notes are an integral part of the condensed consolidated financial statements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 6 CHURCHILL DOWNS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited) Three Months Ended March 31, (in millions) 2025 2024 Supplemental disclosures of cash flow information: Cash paid for interest $ 44.6 $ 50.8 Cash paid for income taxes 1.0 0.2 Cash received from income tax refunds 1.4 0.1 Schedule of non-cash operating, investing and financing activities: Property and equipment additions included in accounts payable and accrued expenses $ 48.2 $ 83.9 Right-of-use assets obtained in exchange for lease obligations in operating leases 5.9 0.1 Right-of-use assets obtained in exchange for lease obligations in finance leases — 3.6 Repurchase of common stock included in accrued expense and other current liabilities 6.0 4.0 The accompanying notes are an integral part of the condensed consolidated financial statements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 7 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 1. DESCRIPTION OF BUSINESS Basis of Presentation Churchill Downs Incorporated (the "Company" or "CDI") financial statements are presented in conformity with the requirements of this Quarterly Report on Form 10-Q and consequently do not include all of the disclosures normally required by U.S. generally accepted accounting principles ("GAAP") or those normally made in our Annual Report on Form 10-K. The December 31, 2024 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, 2024. In the opinion of management, all adjustments necessary for a fair statement of this information have been made, and all such adjustments are of a normal, recurring nature. In April 2024, the Company closed on the sale of 49 % of the United Tote Company (“United Tote”), a wholly owned subsidiary of CDI, to NYRA Content Management Solutions, LLC ("NYRA"), a subsidiary of the New York Racing Association, Inc. Refer to Note 10, Redeemable Noncontrolling Interest, for further information on the transaction. We conduct our business through three reportable segments: Live and Historical Racing, Wagering Services and Solutions, and Gaming. The Wagering Services and Solutions segment was previously known as the TwinSpires segment. We aggregate our other businesses as well as certain corporate operations in All Other. We report net revenue and operating expense associated with these reportable segments in the accompanying Condensed Consolidated Statements of Comprehensive Income. 2. RECENT ACCOUNTING PRONOUNCEMENTS Recent Accounting Pronouncements - Effective in 2025 or thereafter In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s ("SEC") Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within FASB's Accounting Standards Codification ("ASC"). These amendments align the requirements in the ASC regarding the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. The amendments are expected to be applied prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. In November 2024, FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. This standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of this standard on the consolidated financial statements and related disclosures. 3. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill was $ 900.2 million as of March 31, 2025 and December 31, 2024. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 8 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Other intangible assets are comprised of the following: March 31, 2025 December 31, 2024 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets $ 95.9 $ ( 36.9 ) $ 59.0 $ 95.9 $ ( 34.2 ) $ 61.7 Indefinite-lived intangible assets 2,347.3 2,347.3 Total $ 2,406.3 $ 2,409.0 The Company is continuing to monitor the current economic conditions and the impacts on the results of operations of Presque Isle Downs and Casino due to historical impairments recorded in prior periods related to the gaming rights and trademark. Future economic conditions could have a negative impact on the estimates and assumptions utilized in our asset impairment assessments. These potential impacts could increase the risk of a future impairment of assets at Presque Isle. 4. INCOME TAXES The Company’s effective income tax rate of 19.4 % for the three months ended March 31, 2025 was lower than the U.S. federal statutory rate of 21.0% primarily resulting from a $ 6.0 million benefit from the remeasurement of deferred income tax liabilities, as a result of certain entity classification elections that were made in the first quarter of 2025 decreasing income attributable to states with higher tax rates compared to prior year, partially offset by an unfavorable impact from state income taxes and non-deductible officer’s compensation. The Company’s effective income tax rate for the three months ended March 31, 2024 was equal to the U.S. federal statutory rate of 21.0%. The Company’s effective income tax rate for the three months ended March 31, 2024 included an unfavorable impact from state income taxes and non-deductible officer's compensation that was offset by a $ 5.6 million benefit from the remeasurement of deferred income tax liabilities as a result of certain entity classification elections that were made in the first quarter of 2024 decreasing income attributable to states with higher tax rates compared to prior year. 5. SHAREHOLDERS' EQUITY Stock Repurchase Programs On March 12, 2025, the Board of Directors of the Company approved a new common stock repurchase program of up to $ 500.0 million (the "2025 Stock Repurchase Program"). The 2025 Stock Repurchase Program includes and is not in addition to any unspent amount remaining under the prior authorizations, including an unused authorization of $ 125.6 million from the 2021 Stock Repurchase Program. Share repurchases may be made at management's discretion from time to time in 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 $ 434.6 million of repurchase authority remaining under the 2025 Stock Repurchase Program at March 31, 2025, based on trade date. During the three months ended March 31, 2025 and 2024, w e repurchased the following shares under our stock repurchase programs: Three Months Ended March 31, (in millions, except share data) 2025 2024 Repurchase Program Shares Aggregate Purchase Price Shares Aggregate Purchase Price 2025 Stock Repurchase Program 586,238 $ 65.4 — $ — 2021 Stock Repurchase Program 212,012 24.0 184,821 22.0 Total 798,250 $ 89.4 184,821 $ 22.0 As of March 31, 2025 and December 31, 2024, we had $ 6.0 million and $ 3.0 million, respectively, accrued for the future cash settlement of executed repurchases of our common stock. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 9 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) The Duchossois Group Share Repurchase On January 2, 2024, the Company closed on an agreement, dated December 18, 2023, with an affiliate of The Duchossois Group ("TDG") to repurchase 1,000,000 shares of the Company’s common stock, for $ 123.75 per share in a privately negotiated transaction for an aggregate purchase price of $ 123.8 million. This represented a discount of 4.03 % to the closing price on December 15, 2023 of $ 128.95 . The repurchase of shares of common stock from TDG was approved by the Company's Board of Directors separately from and did not reduce the authorized amount remaining under any existing common stock repurchase programs. The repurchase of the shares was funded using available cash and borrowings under the Company’s senior secured credit facility. 6. STOCK-BASED COMPENSATION PLANS On February 18, 2025, our Board of Directors approved the replacement of the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the "2016 Plan") with a new plan, the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (the "2025 Plan"). The 2025 Plan was approved by shareholders at the Company's 2025 Annual Meeting of Shareholders held on April 22, 2025, and no further awards will be granted under the 2016 Plan. We have stock-based employee compensation plans with awards outstanding under the 2016 Plan and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan. Our total stock-based compensation expense, which includes expenses related to restricted stock awards ("RSAs"), restricted stock unit awards ("RSUs"), performance share unit awards ("PSUs"), and stock options associated with our employee stock purchase plan was $ 3.6 million for the three months ended March 31, 2025 and $ 7.2 million for the three months ended March 31, 2024. At March 31, 2025 and December 31, 2024, the Company had $ 9.1 million and $ 25.0 million, respectively, recorded as liability-classified awards, which are included in accrued expense and other liabilities in the accompanying Condensed Consolidated Balance Sheets. During the three months ended March 31, 2025, the Company awarded RSUs to employees, as well as RSUs and PSUs to certain named executive officers ("NEOs"). The vesting criteria for the PSU awards granted in 2025 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 can be 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 2025 is presented below (units in thousands): Grant Year Award Type Number of Units Awarded (1) Vesting Terms 2025 RSU 161 Vest equally over three service periods ending in 2027 2025 PSU 87 Three -year performance and service period ending in 2027 (1) PSUs reflect the target number of units for the original PSU grant. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 10 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 7. DEBT The following table presents our total debt outstanding: (in millions) March 31, 2025 December 31, 2024 Term Loan B-1 due 2028 $ 288.0 $ 288.8 Term Loan A due 2029 1,157.4 1,172.4 Revolver 361.7 377.5 2027 Senior Notes 600.0 600.0 2028 Senior Notes 700.0 700.0 2030 Senior Notes 1,200.0 1,200.0 2031 Senior Notes 600.0 600.0 Total debt 4,907.1 4,938.7 Current maturities of long-term debt ( 63.1 ) ( 63.1 ) Unamortized premium and deferred finance charges ( 30.1 ) ( 31.5 ) Total debt, net of current maturities and costs $ 4,813.9 $ 4,844.1 Credit Agreement At March 31, 2025, the Company’s senior secured credit facility (as amended from time to time, the “Credit Agreement") consisted of a $ 1.2 billion revolving credit facility (the "Revolver"), $ 288.0 million senior secured term loan B-1 (the "Term Loan B-1"), $ 1.2 billion senior secured term loan A (the "Term Loan A"), and $ 100.0 million swing line commitment. On July 3, 2024, the Company closed an amendment of the Credit Agreement to (i) extend the maturity date of the Revolver and Term Loan A from 2027 to 2029 subject to an earlier “springing maturity” if certain indebtedness in respect of outstanding notes or other material indebtedness having a maturity date prior to July 3, 2029, is not refinanced or extended to a date after July 3, 2029, at least 91 days prior to such other debt’s stated maturity date, and (ii) amend certain other provisions of the Credit Agreement. On February 14, 2025, the Company announced that it closed the seventh amendment of the Credit Agreement. The seventh amendment to the Credit Agreement (i) reduced the interest rate margin applicable to the Term Loan B-1 by 0.25 % from Secured Overnight Financing Rate ("SOFR") plus 200 basis points to SOFR plus 175 basis points, (ii) eliminated the 0.10 % credit spread adjustment previously applicable to the Term Loan B-1, and (iii) made certain other amendments to the Credit Agreement. The Term Loan B-1 requires quarterly payments of 0.25 % of the original $ 300.0 million balance and may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement. The Revolver and Term Loan A bear interest at SOFR plus 10 basis points, plus a variable applicable margin which is determined by the Company's net leverage ratio. As of March 31, 2025, that applicable margin was 150 basis points, which was based on the pricing grid in the Credit Agreement. The Company had $ 830.9 million available borrowing capacity, after consideration of $ 7.4 million in outstanding letters of credit, under the Revolver as of March 31, 2025. The Company is required to pay a commitment fee on the unused portion of the Revolver, as determined by a pricing grid based on the consolidated total net secured leverage ratio of the Company. For the period ended March 31, 2025, the Company's commitment fee rate was 0.25 %. 2027 Senior Notes As of March 31, 2025, we had $ 600.0 million in aggregate principal amount of 5.500 % senior unsecured notes that mature on April 1, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on April 1st and October 1st of each year, commencing on October 1st, 2019. The Company may redeem some or all of the 2027 Senior Notes at redemption prices set forth in the 2027 Indenture. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 11 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 2028 Senior Notes As of March 31, 2025, we had a total of $ 700.0 million in aggregate principal amount of 4.750 % senior unsecured notes (the “2028 Senior Notes”) maturing on January 15, 2028. The 2028 Senior Notes consist of $ 500.0 million notes issued at par and $ 200.0 million notes issued at 103.25 %. The 2028 Senior Notes were issued in a private offering to qualified institutional buyers, with interest payable in arrears on January 15th and July 15th of each year, commencing on July 15th, 2018. The 3.25 % premium is being amortized through interest expense, net over the term of the notes. The Company may redeem some or all the 2028 Senior Notes at redemption prices set forth in the 2028 Indenture. 2030 Senior Notes As of March 31, 2025, we had $ 1.2 billion in aggregate principal amount of 5.750 % senior unsecured notes that mature on April 13, 2030 (the "2030 Senior Notes"). The 2030 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on April 1st and October 1st of each year, commencing on October 1st, 2022. The Company may redeem some or all the 2030 Senior Notes at redemption prices set forth in the 2030 Indenture. 2031 Senior Notes As of March 31, 2025, we had $ 600.0 million in aggregate principal amount of 6.750 % senior unsecured notes that mature on April 25, 2031 (the "2031 Senior Notes"). The 2031 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on May 1st and November 1st of each year, commencing on November 1st, 2023. The Company may redeem some or all of the 2031 Senior Notes at any time prior to April 25, 2025, at redemption prices set forth in the 2031 Offering Memorandum. 8. REVENUE FROM CONTRACTS WITH CUSTOMERS Performance Obligations As of March 31, 2025, 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 $ 290.4 million. The revenue we expect to recognize on these remaining performance obligations is $ 67.3 million for the remainder of 2025, $ 62.8 million in 2026, $ 49.6 million in 2027, and the remainder thereafter. As of March 31, 2025, 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 March 31, 2025 and December 31, 2024, contract assets were not material. As of March 31, 2025 and December 31, 2024, contract liabilities were $ 174.2 million and $ 81.5 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 increase was primarily due to deferred revenue related to the 151st Kentucky Derby. We recognized $ 6.0 million of revenue during the three months ended March 31, 2025, which was included in the contract liabilities balance at December 31, 2024. We recognized $ 5.8 million of revenue during the three months ended March 31, 2024, which was included in the contract liabilities balance at December 31, 2023. Disaggregation of Revenue The Company has included its disaggregated revenue disclosures as follows: • For the Live and Historical Racing segment, revenue is disaggregated between Churchill Downs Racetrack and historical racing properties given that Churchill Downs Racetrack revenue primarily revolves around live racing events, while our other Live and Historical Racing properties' revenues primarily revolve around historical racing. This segment is also disaggregated by location given the geographic economic factors that affect the revenue of service offerings. Within the Live and Historical Racing segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, gaming, and other services. • For the Wagering Services and Solutions segment, revenue is disaggregated between live and simulcast racing, gaming, and other services. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 12 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) • 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. The tables below present net revenue from external customers and intercompany revenue from each of our segments: Three Months Ended March 31, (in millions) 2025 2024 Net revenue from external customers: Live and Historical Racing: Churchill Downs Racetrack $ 3.6 $ 3.1 Louisville 52.2 53.7 Northern Kentucky 31.2 28.5 Southwestern Kentucky 40.5 38.6 Western Kentucky 12.4 6.8 Virginia 129.3 111.2 New Hampshire 3.3 3.2 Total Live and Historical Racing $ 272.5 $ 245.1 Wagering Services and Solutions: $ 106.9 $ 106.6 Gaming: Florida $ 25.3 $ 26.1 Iowa 23.5 23.4 Indiana 31.6 — Louisiana 44.6 44.3 Maine 25.0 26.8 Maryland 20.8 21.6 Mississippi 25.1 26.0 New York 43.4 45.0 Pennsylvania 23.9 26.0 Total Gaming $ 263.2 $ 239.2 All Other — — Net revenue from external customers $ 642.6 $ 590.9 Intercompany net revenues: Live and Historical Racing $ 3.9 $ 3.8 Wagering Services and Solutions 8.9 7.5 Gaming 4.0 4.0 All Other 2.0 — Eliminations ( 18.8 ) ( 15.3 ) Intercompany net revenue $ — $ — FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 13 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Three Months Ended March 31, 2025 (in millions) Live and Historical Racing Wagering Services and Solutions Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 11.2 $ 80.1 $ 10.7 $ 102.0 $ — $ 102.0 Historical racing (a) 236.4 — 9.7 246.1 — 246.1 Racing event-related services 1.4 — 0.7 2.1 — 2.1 Gaming (a) 3.3 3.9 213.7 220.9 — 220.9 Other (a) 20.2 22.9 28.4 71.5 — 71.5 Total $ 272.5 $ 106.9 $ 263.2 $ 642.6 $ — $ 642.6 Three Months Ended March 31, 2024 (in millions) Live and Historical Racing Wagering Services and Solutions Gaming Total Segments All Other Total Net revenue from external customers Pari-mutuel: Live and simulcast racing $ 11.0 $ 79.8 $ 10.6 $ 101.4 $ — $ 101.4 Historical racing (a) 212.1 — 8.8 220.9 — 220.9 Racing event-related services 1.1 — 2.2 3.3 — 3.3 Gaming (a) 3.1 5.7 193.1 201.9 — 201.9 Other (a) 17.8 21.1 24.5 63.4 — 63.4 Total $ 245.1 $ 106.6 $ 239.2 $ 590.9 $ — $ 590.9 (a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $ 14.4 million for the three months ended March 31, 2025 and $ 13.4 million for the three months ended March 31, 2024. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 14 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 9. SUPPLEMENTAL BALANCE SHEET INFORMATION Accounts receivable, net Accounts receivable is comprised of the following: (in millions) March 31, 2025 December 31, 2024 Trade receivables $ 36.3 $ 37.3 Simulcast and online wagering receivables 50.6 40.2 Other receivables 26.8 26.1 113.7 103.6 Allowance for credit losses ( 5.1 ) ( 4.9 ) Total $ 108.6 $ 98.7 Other current assets (in millions) March 31, 2025 December 31, 2024 Inventory $ 11.6 $ 11.6 Prepaid technology costs 12.0 6.4 Prepaid insurance and taxes 22.2 7.7 Other prepaid costs 22.9 16.0 Insurance deposits and other 3.9 4.7 Total $ 72.6 $ 46.4 Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: (in millions) March 31, 2025 December 31, 2024 Account wagering deposits liability $ 72.6 $ 63.1 Accrued salaries and related benefits 32.9 57.7 Purses payable 41.0 35.4 Accrued interest 75.5 48.2 Accrued fixed assets 47.1 42.7 Accrued gaming liabilities 35.3 35.3 Accrued insurance 12.7 13.1 Accrued property taxes 12.8 9.7 Current lease liabilities 8.6 8.7 Other 85.1 88.1 Total $ 423.6 $ 402.0 10. REDEEMABLE NONCONTROLLING INTEREST In April 2024, the Company closed on the sale of 49 % of United Tote, a wholly owned subsidiary of CDI, to NYRA. NYRA's interest includes certain embedded redemption features, such as a put right, that are not exclusively within the Company’s control. NYRA's interest is treated as redeemable noncontrolling interest and is presented outside of permanent equity on the Company’s Condensed Consolidated Balance Sheets. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 15 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) The redeemable noncontrolling interest is initially accounted for at fair value and subsequently adjusted to the greater of the redemption value or the carrying value. Redeemable noncontrolling interest adjustments of carrying value to redemption value are reflected in retained earnings and are also included as an adjustment to income available to the Company’s shareholders in the calculation of earnings per share (See Note 14, Net Income Per Common Share Computations). The table below depicts changes in the Company’s redeemable noncontrolling interest balance. (in millions) Balance, December 31, 2024 $ 19.7 Net income attributable to redeemable noncontrolling interest 0.5 Redemption value adjustment 1.2 Balance, March 31, 2025 $ 21.4 11. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES Investments in and advances to unconsolidated affiliates as of March 31, 2025 and December 31, 2024 primarily consisted of interests in Rivers Casino Des Plaines ("Rivers Des Plaines") and Miami Valley Gaming and Racing ("MVG"). Rivers Casino Des Plaines The ownership of Rivers Des Plaines is comprised of the following: (1) the Company owns 61.3 %, (2) High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC, owns 36.0 %, and (3) Casino Investors, LLC owns 2.7 %. Both the Company and High Plaines have participating rights over Rivers Des Plaines, and both must consent to certain operating, investing and financing decisions. As a result, we account for Rivers Des Plaines using the equity method. As of March 31, 2025 , 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 $ 833.0 million. Our investment in Rivers Des Plaines was $ 548.4 million and $ 547.1 million as of March 31, 2025 and December 31, 2024, respectively. The Company received distributions from Rivers Des Plaines of $ 20.9 million and $ 34.5 million for the three months ended March 31, 2025 and 2024, respectively. Miami Valley Gaming and Racing The Company owns a 50 % interest in MVG and Delaware North Companies Gaming & Entertainment Inc. ("DNC") owns the remaining 50 % interest in MVG. Since both the Company and DNC have participating rights over MVG, and both must consent to certain operating, investing, and financing decisions, we account for MVG using the equity method. Our investment in MVG was $ 114.7 million and $ 114.1 million as of March 31, 2025 and December 31, 2024, respectively. The Company received distributions from MVG of $ 10.5 million in each of the three month periods ended March 31, 2025 and 2024. Summarized Financial Results for our Unconsolidated Affiliates Summarized below are the financial results for our unconsolidated affiliates. Three Months Ended March 31, (in millions) 2025 2024 Net revenue $ 205.3 $ 216.9 Operating and SG&A expense 130.3 134.9 Depreciation and amortization 6.2 6.3 Operating income 68.8 75.7 Interest and other, net ( 10.6 ) ( 11.0 ) Net income $ 58.2 $ 64.7 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 16 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) (in millions) March 31, 2025 December 31, 2024 Assets Current assets $ 103.5 $ 100.5 Property and equipment, net 324.4 325.6 Other assets, net 270.2 267.5 Total assets $ 698.1 $ 693.6 Liabilities and Members' Deficit Current liabilities $ 116.4 $ 89.9 Long-term debt 816.5 839.8 Other liabilities 0.4 1.7 Members' deficit ( 235.2 ) ( 237.8 ) Total liabilities and members' deficit $ 698.1 $ 693.6 12. FAIR VALUE OF ASSETS AND LIABILITIES We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. Restricted Cash Our restricted cash accounts held in money market and interest-bearing accounts qualify for Level 1 in the fair value hierarchy, which includes unadjusted quoted market prices in active markets for identical assets. Debt The fair value of the Company’s 2031 Senior Notes, 2030 Senior Notes, 2028 Senior Notes, and 2027 Senior Notes are estimated based on unadjusted quoted prices for identical or similar liabilities in markets that are not active and as such are Level 2 measurements. The fair values of the Company's Term Loan B-1, Term Loan A, and Revolver under the Credit Agreement approximate the gross carrying value of the variable rate debt and as such are Level 2 measurements. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 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: March 31, 2025 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 97.0 $ 97.0 $ 97.0 $ — $ — Financial liabilities: Term Loan B-1 285.9 288.0 — 288.0 — Term Loan A 1,152.0 1,157.4 — 1,157.4 — Revolver 361.7 361.7 — 361.7 — 2027 Senior Notes 597.8 593.2 — 593.2 — 2028 Senior Notes 699.1 677.3 — 677.3 — 2030 Senior Notes 1,188.5 1,171.8 — 1,171.8 — 2031 Senior Notes 592.0 602.6 — 602.6 — December 31, 2024 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 77.2 $ 77.2 $ 77.2 $ — $ — Financial liabilities: Term Loan B-1 286.8 288.8 — 288.8 — Term Loan A 1,166.7 1,172.4 — 1,172.4 — Revolver 377.5 377.5 — 377.5 — 2027 Senior Notes 597.6 593.2 — 593.2 — 2028 Senior Notes 699.0 675.2 — 675.2 — 2030 Senior Notes 1,187.9 1,172.6 — 1,172.6 — 2031 Senior Notes 591.7 605.2 — 605.2 — 13. 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 MARCH 31, 2025 18 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) 14. 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 March 31, (in millions, except per share data) 2025 2024 Numerator for basic and diluted net income per common share: Net income attributable to Churchill Downs Incorporated $ 76.7 $ 80.4 Adjustments related to redeemable noncontrolling interest 1.2 — Net income attributable to common shareholders $ 75.5 $ 80.4 Denominator for net income per common share: Basic 73.7 74.1 Plus dilutive effect of stock awards 0.7 0.6 Diluted 74.4 74.7 Net income per common share data: Basic net income $ 1.02 $ 1.09 Diluted net income $ 1.02 $ 1.08 15. SEGMENT INFORMATION We manage our operations through three reportable segments: Live and Historical Racing, Wagering Services and Solutions, and Gaming. Our operating segments reflect the internal management reporting used by our chief operating decision maker, our Chief Executive Officer, to evaluate results of operations and to assess performance and allocate resources. 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, as applicable in each period: Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to a noncontrolling interest. Adjusted EBITDA excludes: • Transaction expense, net which includes: – Acquisition, disposition, and property sale related charges; – Other transaction expense, including legal, accounting, and other deal-related expense; • Stock-based compensation expense; • Rivers Des Plaines' impact on our investments in unconsolidated affiliates from legal reserves and transaction costs; • Asset impairments; • Gain on property sales; • Legal reserves; • Pre-opening expense; and • Other charges, recoveries and expenses FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 19 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) We utilize the Adjusted EBITDA metric to provide a more accurate measure of our core operating results and enable management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure provided in accordance with GAAP. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited. For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the accompanying Condensed Consolidated Statements of Comprehensive Income. The tables below present net revenue from external customers, Adjusted EBITDA by segment and reconciles comprehensive income to Adjusted EBITDA: Net revenue by segment is comprised of the following: Three Months Ended March 31, (in millions) 2025 2024 Live and Historical Racing $ 272.5 $ 245.1 Wagering Services and Solutions 106.9 106.6 Gaming 263.2 239.2 All Other — — Net Revenue $ 642.6 $ 590.9 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 20 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Adjusted EBITDA by segment is comprised of the following: Three Months Ended March 31, 2025 (in millions) Live and Historical Racing Wagering Services and Solutions Gaming Revenues $ 276.4 $ 115.8 $ 267.2 Pari-mutuel taxes and purses ( 71.9 ) ( 4.4 ) ( 14.6 ) Gaming taxes ( 1.5 ) ( 0.4 ) ( 72.4 ) Marketing and advertising ( 13.8 ) ( 1.4 ) ( 8.2 ) Salaries and benefits ( 32.7 ) ( 8.1 ) ( 44.3 ) Content expense ( 1.4 ) ( 43.7 ) ( 1.8 ) Selling, general and administrative expense ( 10.5 ) ( 5.2 ) ( 11.1 ) Maintenance, insurance and utilities ( 10.4 ) ( 0.9 ) ( 9.5 ) Gaming equipment rental and technology costs ( 11.8 ) ( 0.7 ) ( 4.2 ) Food and beverage costs ( 3.6 ) — ( 4.2 ) Other operating expense (1) ( 16.9 ) ( 9.7 ) ( 16.8 ) Equity in income of unconsolidated affiliates — — 43.2 Other income 0.1 — 0.2 Adjusted EBITDA $ 102.0 $ 41.3 $ 123.5 Three Months Ended March 31, 2024 (in millions) Live and Historical Racing Wagering Services and Solutions Gaming Revenues $ 248.9 $ 114.1 $ 243.2 Pari-mutuel taxes and purses ( 63.6 ) ( 4.1 ) ( 14.2 ) Gaming taxes ( 1.4 ) ( 0.8 ) ( 66.3 ) Marketing and advertising ( 9.3 ) ( 1.2 ) ( 7.8 ) Salaries and benefits ( 26.8 ) ( 7.9 ) ( 38.0 ) Content expense ( 1.3 ) ( 44.0 ) ( 1.8 ) Selling, general and administrative expense ( 8.8 ) ( 4.5 ) ( 10.2 ) Maintenance, insurance and utilities ( 10.3 ) ( 1.0 ) ( 9.6 ) Gaming equipment rental and technology costs ( 10.1 ) ( 1.0 ) ( 3.3 ) Food and beverage costs ( 3.1 ) — ( 3.8 ) Other operating expense (1) ( 13.4 ) ( 10.0 ) ( 14.6 ) Equity in income of unconsolidated affiliates — — 47.5 Other income — — 1.7 Adjusted EBITDA $ 100.8 $ 39.6 $ 122.8 (1) Other operating expense primarily includes supplies, regulatory licenses and fees, property taxes, and third-party service fees and costs. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 21 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) Three Months Ended March 31, (in millions) 2025 2024 Reconciliation of Comprehensive Income to Adjusted EBITDA: Net income and comprehensive income attributable to Churchill Downs Incorporated $ 76.7 $ 80.4 Net income attributable to noncontrolling interest 0.5 — Net income 77.2 80.4 Adjustments Depreciation and amortization 59.2 46.9 Interest expense 72.3 70.4 Income tax provision 18.7 21.4 Stock-based compensation expense 3.6 7.2 Pre-opening expense 4.2 8.3 Other expenses, net ( 0.4 ) 0.2 Transaction expense, net 0.4 4.1 Other income, expense: Interest, depreciation and amortization expense related to equity investments 9.9 10.3 Other charges and recoveries, net — ( 6.7 ) Total adjustments 167.9 162.1 Adjusted EBITDA $ 245.1 $ 242.5 Adjusted EBITDA by segment: Live and Historical Racing $ 102.0 $ 100.8 Wagering Services and Solutions 41.3 39.6 Gaming 123.5 122.8 Total segment Adjusted EBITDA 266.8 263.2 All Other ( 21.7 ) ( 20.7 ) Total Adjusted EBITDA $ 245.1 $ 242.5 The table below presents total asset information for each of our segments: (in millions) March 31, 2025 December 31, 2024 Total assets: Live and Historical Racing $ 4,192.0 $ 4,143.3 Wagering Services and Solutions 479.7 460.6 Gaming 1,945.2 1,953.7 Total segment assets 6,616.9 6,557.6 All Other 730.2 718.3 Total assets $ 7,347.1 $ 7,275.9 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 22 Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited) The table below presents total capital expenditures for each of our segments: Three Months Ended March 31, (in millions) 2025 2024 Capital expenditures: Live and Historical Racing $ 67.6 $ 84.8 Wagering Services and Solutions 6.6 3.8 Gaming 4.8 61.3 Total segment capital expenditures 79.0 149.9 All Other 1.1 5.1 Total capital expenditures $ 80.1 $ 155.0 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 23