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2009 Annual Report

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2009 Annual Report 2009 Annual Report Directors and Officers for Churchill Downs Incorporated Directors for Officers for Churchill Downs Incorporated Churchill Downs Incorporated Terms Expiring in 2012 Terms Expiring in 2010 Executive Officers Leonard S. Coleman Jr. Richard L. Duchossois Robert L. Evans Former President, National League Chairman, The Duchossois Group, Inc. President and Chief Executive Officer of Professional Baseball Clubs J. David Grissom William C. Carstanjen Craig J. Duchossois Chairman, Mayfair Capital Inc.; Chairman, Chief Operating Officer Chief Executive Officer and Director, The Glenview Trust Company The Duchossois Group, Inc. William E. Mudd James F. McDonald Executive Vice President and Robert L. Evans Senior Vice President, Cisco Systems, Inc. Chief Financial Officer President and Chief Executive Officer, Churchill Downs Incorporated Susan Elizabeth Packard Steven P. Sexton President, Brand Outreach, Executive Vice President and G. Watts Humphrey Jr. Scripps Networks Inc. President, Churchill Downs Entertainment Group President, GWH Holdings Inc.; Chief Executive Officer, IPEG and Centria; R. Alex Rankin Owner, Shawnee Farm President, Sterling G. Thompson Co.; Rohit Thukral Executive Vice President, President, Upson Downs Farm, Inc. Technology Initiatives and President, TwinSpires.com Terms Expiring in 2011 Directors Emeriti Robert L. Fealy Charles W. Bidwill Jr. President and Chief Operating Officer, The Duchossois Group, Inc. Catesby W. Clay Daniel P. Harrington Frank B. Hower Jr. President and Chief Executive Officer, HTV Industries Inc. Thomas H. Meeker Carl F. Pollard Owner, Hermitage Farm Arthur B. Modell Darrell R. Wells General Partner, Security Management Company 2009 Annual Report: Shareholders’ Letter Dear Shareholder, We began diversifying our business in 2007, launching our online wagering platform, TwinSpires.com, and opening a temporary slots operation at Fair Grounds Race Course. 2008 saw the first full-year’s operation of TwinSpires.com and we opened the permanent slots facility at Fair Grounds Race Course. The importance of these initiatives on our 2009 business results can be seen below: % of 2009 Revenue % of 2009 EBITDA 69% 53% 28% 21% 16% 14% 1% -2% Racing Online Gaming Other Racing Online Gaming Other Racing Operations in 2009 contributed about 69% of our revenues from external customers and about 53% of our profits, measured in EBITDA (earnings before interest, taxes, depreciation and amortization). Our new businesses, Online and Gaming, combined, contributed about 30% of revenue and about 49% of EBITDA. Let’s take a look at each business. Racing We outperformed the industry in 2009. According to The Jockey Club, U.S. Thoroughbred handle was down 10% last year but handle at CDI’s four tracks did better, down 8%. Racing Operations revenue did better still, down 6%. Racing Operations EBITDA was down 39%, which was largely attributable to the $17.2 million in hurricane insurance recoveries we recorded in our 2008 Racing Operations EBITDA results. Early 2010 industry results are not encouraging. According to The Jockey Club, U.S. Thoroughbred industry handle is off 10.4%, through March 2010. We are making small investments to improve our Racing Operations performance, such as the track lighting at Churchill Downs Racetrack, converting all of our live race video to high-definition format and continuing to build our signature Kentucky Oaks and Kentucky Derby events. We also continue to focus on cost reduction, following the $7 million in costs we eliminated in 2009, but it is tough to offset the industry handle trends. Online Business Despite last year’s 10% decline in U.S. Thoroughbred handle, we estimate handle wagered online increased about 11% in 2009. There is a very simple reason why online wagering is growing while total wagering on U.S. Thoroughbred racing declines: customers like wagering online. Online wagering will never replace the on-track experience of watching and wagering on live racing, but for the approximately 90% of all wagering that’s done at locations other than where the live race takes place, online wagering is becoming the customers’ preferred choice. It is a much more convenient and a much less expensive way to wager, than the alternatives. TwinSpires.com realized a 41% increase in handle in 2009, to $330 million. Online Business revenue was up 32% and EBITDA was up 121%. In the highly competitive online wagering channel, the data suggests that TwinSpires.com is outperforming its online competitors. Late in 2009 we announced our intent to acquire Youbet.com, Inc. We believe the combined TwinSpires. com / Youbet.com entity, which would have processed $810 million in handle based on 2009’s results, will enable us to continue to invest in the new features and services that customers want, to further grow our Online Business. Gaming Gaming revenues were up 23% in 2009, due to the effect of the first full-year operation of our permanent slots business at Fair Grounds Race Course, which opened in November, 2008. Fair Grounds slots generated $10.7 million in EBITDA in 2009, from our $34 million investment made between late 2007 and 2009. Gaming EBITDA declined 3% in 2009, but this includes the effect of $3.1 million in costs related to the January, 2010 opening of our new Calder Casino. Horsemen benefitted from our investment in Gaming as we generated $14.6 million in purses from our slot operations at Fair Grounds Race Course and our Louisiana video poker operations. With the opening of the new Calder Casino on January 22, 2010, we hope to continue the growth in our Gaming business, which will drive purses even higher in 2010. Churchill Downs Entertainment Group (“CDE”) We launched CDE during 2009, so it did not have time to contribute to our overall results last year. However, we are looking forward to CDE’s first major event, the HullabaLOU Music Festival that will take place at Churchill Downs Racetrack on July 23-25, 2010. With 66 artists on 5 stages over 3 days, headlined by Bon Jovi, Kenny Chesney and Dave Matthews Band, we hope to grow HullabaLOU into a world-class entertainment event. Other CDE-produced events are in development. Recap The last two years have not been easy for any business. Yet, despite the economic recession and declines in the U.S. Thoroughbred industry, we have managed to grow our revenues in each of the last 3 years at a more than 5% compound annual rate of growth, after taking acquisitions into account. On an average-daily-price basis and excluding dividends, Churchill Downs Incorporated common stock outperformed the S&P 500 and Russell 2000 stock market indices in 2009, and has outperformed the S&P 500, Russell 2000 and NASDAQ indices since 2006, on a cumulative return basis. While we don’t particularly like making the argument that we are doing better because we are “down less”, it is better than being “down more”. Your board of directors and management team thank you for your investment in Churchill Downs Incorporated, and for your trust in our leadership. Carl Pollard Bob Evans Chairman of the Board President and Chief Executive Officer [THIS PAGE INTENTIONALLY LEFT BLANK] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33998 (Exact name of registrant as specified in its charter) Kentucky 61-0156015 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 700 Central Avenue, Louisville, Kentucky 40208 (502) 636-4400 (Address of principal executive offices) (zip code) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, No Par Value The NASDAQ Stock Market LLC (Title of each class registered) (Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ‘ No È Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ‘ No È Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ‘ Accelerated filer È Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È As of February 17, 2010, 13,682,712 shares of the Registrant’s Common Stock were outstanding. As of June 30, 2009, (based upon the closing sale price for such date on the NASDAQ Global Market), the aggregate market value of the shares held by non-affiliates of the Registrant was $316,426,384.
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