10-Q 1 chdn2012093010q.htm 10-Q CHDN 2012.09.30 10Q

 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
OR
o
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.)
 
 
600 North Hurstbourne Parkway, Suite 400 Louisville, Kentucky 40222
(502) 636-4400
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes x    No  ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes x No ¨
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
o
 
Accelerated filer
x
Non-accelerated filer
o
 
Smaller reporting company
o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨    No  x
The number of shares outstanding of Registrant’s common stock at November 1, 2012 was 17,456,211 shares.
 
 
 



CHURCHILL DOWNS INCORPORATED
INDEX TO QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2



PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (in thousands)
 
September 30, 2012
 
December 31,
2011
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
29,999

 
$
27,325

Restricted cash
44,985

 
44,559

Accounts receivable, net of allowance for doubtful accounts of $2,432 in 2012 and $2,408 in 2011
38,210

 
49,773

Deferred income taxes
8,057

 
8,727

Income taxes receivable

 
3,679

Other current assets
11,959

 
10,399

Total current assets
133,210

 
144,462

Property and equipment, net
469,520

 
477,356

Goodwill
217,741

 
213,712

Other intangible assets, net
102,907

 
103,827

Other assets
15,812

 
8,665

Total assets
$
939,190

 
$
948,022

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
59,000

 
$
56,514

Bank overdraft
2,439

 
5,473

Purses payable
25,169

 
20,066

Accrued expenses
51,336

 
47,816

Income taxes payable
8,470

 

Dividends payable

 
10,110

Deferred revenue
12,231

 
33,472

Total current liabilities
158,645

 
173,451

Long-term debt
69,998

 
127,563

Other liabilities
22,458

 
29,542

Deferred revenue
17,151

 
17,884

Deferred income taxes
16,583

 
15,552

Total liabilities
284,835

 
363,992

Commitments and contingencies

 

Shareholders' equity:
 
 
 
Preferred stock, no par value; 250 shares authorized; no shares issued

 

Common stock, no par value; 50,000 shares authorized; 17,461 shares issued at September 30, 2012 and 17,178 shares issued at December 31, 2011
274,622

 
260,199

Retained earnings
379,733

 
323,831

Total shareholders' equity
654,355

 
584,030

Total liabilities and shareholders' equity
$
939,190

 
$
948,022


The accompanying notes are an integral part of the condensed consolidated financial statements.



3



 CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
for the three and nine months ended September 30,
(Unaudited)
(in thousands, except per common share data)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
Net revenues
 
 
 
 
 
 
 
Racing
$
62,919

 
$
66,776

 
$
253,541

 
$
246,858

Gaming
49,493

 
51,922

 
160,200

 
160,468

Online
45,593

 
42,015

 
142,330

 
125,344

Other
6,872

 
5,636

 
17,818

 
14,919

 
164,877

 
166,349

 
573,889

 
547,589

Operating expenses
 
 
 
 
 
 
 
Racing
61,953

 
65,154

 
200,425

 
202,755

Gaming
37,891

 
39,051

 
117,122

 
118,690

Online
32,190

 
30,584

 
95,266

 
85,800

Other
6,793

 
5,335

 
19,368

 
15,192

Selling, general and administrative expenses
18,237

 
16,753

 
54,506

 
51,453

Insurance recoveries, net of losses

 
(615
)
 
(6,514
)
 
(1,010
)
Operating income
7,813

 
10,087

 
93,716

 
74,709

Other income (expense):
 
 
 
 
 
 
 
Interest income
31

 
116

 
84

 
240

Interest expense
(873
)
 
(1,576
)
 
(3,078
)
 
(7,497
)
Equity in losses of unconsolidated investments
(471
)
 
(467
)
 
(1,255
)
 
(423
)
Miscellaneous, net
569

 
19,934

 
639

 
23,549

 
(744
)
 
18,007

 
(3,610
)
 
15,869

Earnings from continuing operations before provision for income taxes
7,069

 
28,094

 
90,106

 
90,578

Income tax provision
(1,096
)
 
(8,374
)
 
(34,203
)
 
(34,054
)
Earnings from continuing operations
5,973

 
19,720

 
55,903

 
56,524

Discontinued operations, net of income taxes:
 
 
 
 
 
 
 
Earnings (loss) from operations

 
60

 
(1
)
 
61

Gain on sale of assets

 

 

 
157

Net earnings and comprehensive income
$
5,973

 
$
19,780

 
$
55,902

 
$
56,742

 
 
 
 
 
 
 
 
Net earnings per common share data:
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
Earnings from continuing operations
$
0.34

 
$
1.17

 
$
3.24

 
$
3.36

Discontinued operations
$

 
$

 
$

 
$
0.01

Net earnings
$
0.34

 
$
1.17

 
$
3.24

 
$
3.37

 
 
 
 
 
 
 
 
Diluted
 
 
 
 
 
 
 
Earnings from continuing operations
$
0.34

 
$
1.16

 
$
3.20

 
$
3.34

Discontinued operations
$

 
$
0.01

 
$

 
$
0.01

Net earnings
$
0.34

 
$
1.17

 
$
3.20

 
$
3.35

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
17,130

 
16,858

 
17,004

 
16,555

Diluted
17,575

 
16,974

 
17,465

 
16,939


The accompanying notes are an integral part of the condensed consolidated financial statements.

4


CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30,
(Unaudited) (in thousands)
 
2012
 
2011
Cash flows from operating activities:
 
 
 
Net earnings and comprehensive income
$
55,902

 
$
56,742

Adjustments to reconcile net earnings and comprehensive income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
40,815

 
41,319

Asset impairment loss
25

 
299

Gain on sale of business

 
(271
)
Gain on derivative instruments

 
(3,096
)
Equity in loss of unconsolidated investments
1,255

 
423

Share-based compensation
6,083

 
4,332

Other
668

 
2,139

Increase (decrease) in cash resulting from changes in operating assets and liabilities, net of business acquisition:
 
 
 
Restricted cash
2,938

 
11,536

Accounts receivable
(12,500
)
 
1,825

Other current assets
(1,895
)
 
(3,865
)
Accounts payable
395

 
229

Purses payable
(3,497
)
 
11,051

Accrued expenses
5,732

 
3,099

Deferred revenue
(7,689
)
 
2,121

Deferred riverboat subsidy

 
(40,492
)
Income taxes receivable and payable
12,149

 
27,560

Other assets and liabilities
1,728

 
16,498

Net cash provided by operating activities
102,109

 
131,449

Cash flows from investing activities:
 
 
 
Additions to property and equipment
(25,456
)
 
(16,802
)
Acquisition of business, net of cash
(6,728
)
 

Acquisition of gaming license
(2,250
)
 
(2,250
)
Investment in joint venture
(6,525
)
 

Purchases of minority investments
(2,092
)
 
(158
)
Proceeds on sale of property and equipment
88

 
50

Proceeds from insurance recoveries
10,413

 
183

Change in deposit wagering asset
(3,364
)
 
(117
)
Net cash used in investing activities
(35,914
)
 
(19,094
)
Cash flows from financing activities:
 
 
 
Borrowings on bank line of credit
291,574

 
230,311

Repayments on bank line of credit
(349,139
)
 
(339,158
)
Change in bank overdraft
(3,034
)
 
4,618

Payment of dividends
(10,110
)
 
(8,165
)
Repurchase of common stock
(2,846
)
 
(732
)
Common stock issued
6,160

 
635

Windfall tax benefit from share-based compensation
819

 

Change in deposit wagering liability
3,055

 
118

Net cash used in financing activities
(63,521
)
 
(112,373
)
Net increase (decrease) in cash and cash equivalents
2,674

 
(18
)
Cash and cash equivalents, beginning of period
27,325

 
26,901

Cash and cash equivalents, end of period
$
29,999

 
$
26,883



The accompanying notes are an integral part of the condensed consolidated financial statements.

5



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30,
(Unaudited) (in thousands)

 
2012
 
2011
Supplemental disclosures of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
1,789

 
$
4,705

Income taxes
$
21,841

 
$
14,524

Schedule of non-cash investing and financing activities:
 
 
 
Issuance of common stock in connection with Company LTIP and other restricted stock plans
$
5,335

 
$
4,408

Issuance of common stock for extinguishment of convertible note payable
$

 
$
19,399

Assets acquired and liabilities assumed from acquisition of business:
 
 
 
Fair value of assets assumed
$
9,454

 
$

Liabilities assumed
$
(395
)
 
$

Fair value of earn-out liability and accrued purchase price
$
(2,331
)
 
$


The accompanying notes are an integral part of the condensed consolidated financial statements.

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1 — BASIS OF PRESENTATION
The accompanying Condensed Consolidated Financial Statements are presented in accordance with the requirements of this Quarterly Report on Form 10-Q and consequently do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America or those normally made in Churchill Downs Incorporated’s (the “Company”) Annual Report on Form 10-K. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 for further information. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with the Company’s customary accounting practices and have not been audited.

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.

The Company’s revenues and earnings are influenced by its racing calendar. Therefore, revenues and operating results for any interim quarter are generally not indicative of the revenues and operating results for the year and may not be comparable with results for the corresponding period of the previous year. The Company historically has had fewer live racing days during the first quarter of each year, and the majority of its live racing revenue occurs during the second quarter, with the running of the Kentucky Derby and the Kentucky Oaks. The Company conducted 112 live thoroughbred racing days during the third quarter of 2012, which compares to 111 live racing days conducted during the third quarter of 2011. For the nine months ended September 30, 2012, the Company conducted 290 live racing days, which compares to 278 live racing days conducted during the nine months ended September 30, 2011.

Current Year Reclassification
During the nine months ended September 30, 2012, the Company merged the operations of Churchill Downs Simulcast Productions ("CDSP") , which was previously included in other investments, with its Racing Operations. Net revenues and operating expenses of CDSP for the three and nine months ended September 30, 2011, have been reclassified to conform to the current year presentation. There was no impact from these reclassifications on consolidated net revenues, operating income, results of continuing operations, or cash flows.

Customer Loyalty Programs
The Company’s customer loyalty programs offer incentives to customers who wager at the Company’s racetracks, through its advance deposit wagering platform, TwinSpires.com, or at its gaming facilities. The TSC Elite program, which was introduced during the nine months ended September 30, 2012 to replace the previous program, TwinSpires Club, is for pari-mutuel wagering at the Company’s racetracks or through TwinSpires.com. The Player’s Club is offered at the Company’s gaming facilities in Louisiana, Florida and Mississippi. As of September 30, 2012 and December 31, 2011, the outstanding reward point liabilities were $1.8 million and $2.7 million, respectively.

Promotional Allowances
Promotional allowances, which include the Company’s customer loyalty programs, primarily consist of the retail value of complimentary goods and services provided to guests at no charge. The retail value of these promotional allowances is included in gross revenue and then deducted to arrive at net revenue.

During the three months ended September 30, 2012 and 2011, promotional allowances of $5.2 million and $4.5 million, respectively, were included as a reduction to net revenues. During those periods, Online promotional allowances were $2.4 million and $1.7 million, Gaming promotional allowances were $2.5 million and $2.3 million, and Racing promotional allowances were $0.3 million and $0.5 million, respectively. The estimated cost of providing promotional allowances included in operating expenses for the three months ended September 30, 2012 and 2011 totaled $1.3 million and $1.1 million, respectively.

During the nine months ended September 30, 2012 and 2011, promotional allowances of $14.6 million and $12.6 million, respectively, were included as a reduction to net revenues. During those periods, Online promotional allowances were $6.3 million and $4.8 million, Gaming promotional allowances were $7.5 million and $6.4 million, and Racing promotional allowances were $0.8 million and $1.4 million, respectively. The estimated cost of providing promotional allowances included in operating expenses for the nine months ended September 30, 2012 and 2011 totaled $3.7 million and $3.3 million, respectively.



7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Comprehensive Income
The Company had no other components of comprehensive income and, as such, comprehensive income is the same as net earnings as presented in the accompanying Condensed Consolidated Statements of Comprehensive Income.

NOTE 2 — FLORIDA GAMING RECOVERIES
During February 2012, the Company received $0.8 million in proceeds upon the opening of Casino Miami Jai-Alai, a slots and jai-alai facility in Miami, Florida. These proceeds partially reimbursed Calder Race Course (“Calder”) for expenditures made during 2005 related to the slot machine referendum held in Miami-Dade County. Due to uncertainties regarding collectability, the Company did not recognize a reduction of expense upon the execution of the agreement during 2005, because reimbursement was not payable until the opening of Casino Miami Jai-Alai. During the nine months ended September 30, 2012, the Company recognized $0.8 million as a reduction to selling, general and administrative expenses from the recovery. In addition, the Company recognized $0.2 million as a reduction to its operating expenses from a recovery of pari-mutuel accounts receivable from the owners of Casino Miami Jai-Alai, which had been previously reserved due to uncertainties regarding collectability.

NOTE 3 — ACQUISITIONS AND NEW VENTURES

Riverwalk Casino and Hotel Acquisition
On October 23, 2012, the Company completed its acquisition of Riverwalk Casino & Hotel ("Riverwalk") in Vicksburg, Mississippi for cash consideration of approximately $141.0 million. The transaction includes the acquisition of a 25,000-square-foot casino, an 80-room hotel, a 5,600-square-foot event center and dining facilities on approximately 22 acres of land. The acquisition continues the Company's diversification and growth strategies to invest in assets with an expected yield on investment to enhance shareholder value. The Company financed the acquisition with borrowings under its amended and restated credit facility.

Ohio Joint Venture

During March 2012, the Company announced an agreement to enter into a 50% joint venture with Delaware North Companies Gaming & Entertainment Inc. (“DNC”) to develop a new harness racetrack and video lottery terminal (“VLT”) gaming facility in Lebanon, Ohio.  The project will involve the relocation of the current operations of Lebanon Raceway to a new location to be selected along the Interstate 75 corridor between Cincinnati and Dayton.

Through the joint venture agreement, the Company and DNC have formed a new company, Miami Valley Gaming & Racing LLC (“MVG”), which will manage both the Company’s and DNC’s interests in the development and operation of the racetrack and VLT gaming facility.  MVG has entered into an asset purchase agreement through which it will acquire the harness racing licenses and certain assets held by Lebanon Trotting Club Inc. and Miami Valley Trotting Inc., the two entities conducting harness racing at the existing Lebanon Raceway facility at the Warren County Fairgrounds in Lebanon, Ohio. MVG will acquire these assets for an aggregate purchase price of $60 million, of which $10 million will be paid in cash, with the remaining $50 million to be funded through a promissory note delivered at closing. An additional $10 million could be paid to the sellers if certain conditions are met with respect to the performance of the VLT facility over time.
The Company and DNC will contribute up to $90 million in equity to fund the asset purchase agreement for the existing racing licenses and racetrack assets, the initial VLT license fees and acquisition costs for the land eventually selected for development. Completion of the asset purchase transaction and development of the new racetrack and VLT gaming facility are subject to regulatory approvals and other customary closing conditions. During the three months ended September 30, 2012, MVG waived as a closing condition the resolution of any outstanding legal challenges threatening the legality of VLT gaming. In the event the transaction is not completed, the operating agreement will be terminated and the joint venture will be liquidated. During the nine months ended September 30, 2012, the Company funded $6.5 million in initial capital contributions to the joint venture.

Bluff Media Acquisition
During February 2012, the Company announced the acquisition of the assets of Bluff Media (“Bluff”), a multimedia poker content brand and publishing company. Bluff’s assets include the poker periodical, BLUFF Magazine; BLUFF Magazine’s online counterpart, BluffMagazine.com; ThePokerDB, a comprehensive online database and resource that tracks and ranks the performance of poker players and tournaments; and various other news and content forums. Bluff also publishes Fight! Magazine, a premier mixed martial arts magazine and its online counterpart, FightMagazine.com. In addition to the Company’s intention to further expand and build upon Bluff’s current content and business model, the Company believes this acquisition potentially provides it with new business avenues to pursue in the event there is a liberalization of state or federal laws with respect to Internet

8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

poker in the United States.

The Company completed its acquisition of Bluff for cash consideration of $6.7 million and contingent consideration estimated at $2.3 million based upon the enactment of federal or state enabling legislation which permits Internet poker gaming. Since the transaction did not have a material impact on the Company’s condensed consolidated financial statements, additional disclosure was not deemed necessary. See Note 7 for further discussion of the fair value measurement.


NOTE 4 — NATURAL DISASTERS

Kentucky Hailstorm

On April 28, 2012, a hailstorm caused damage to portions of Louisville, Kentucky including Churchill Downs Racetrack ("Churchill Downs") and its separate training facility known as Trackside Louisville. Both locations sustained damage to their stable areas as well as damages to administrative offices and several other structures. The Company carries property and casualty insurance, subject to a $0.5 million deductible. The Company filed a preliminary claim for damages with its insurance carrier which remains under review to determine to what extent insurance proceeds will offset any impairment losses. During the three months ended September 30, 2012, the Company received $0.6 million in insurance proceeds as a partial payment for damages which has been recorded as a reduction of property and equipment in the Company's Condensed Consolidated Balance Sheet. As of September 30, 2012, the Company has not recorded an impairment of its assets and does not believe that any future impairment will be material or have an adverse impact on the business, financial condition or results of operations.

Mississippi River Flooding
As a result of the Mississippi River flooding during 2011, the Company temporarily ceased operations at Harlow’s Casino Resort & Hotel (“Harlow’s”) on May 6, 2011, and the Board of Mississippi Levee Commissioners ordered the closure of the Mainline Mississippi River Levee on May 7, 2011. On May 12, 2011, the property sustained damage to its 2,600-seat entertainment center and a portion of its dining facilities. On June 1, 2011, Harlow’s resumed casino operations with temporary dining facilities. During December 2011, the Company announced a renovation and improvement project which is expected to be completed by early 2013, including a new buffet area, steakhouse, business center, spa facility, fitness center, pool and a multi-purpose event center.

The Company carries flood, property and casualty insurance as well as business interruption insurance subject to a $1.3 million deductible for damages. As of September 30, 2012, the Company has recorded a reduction of property and equipment of $8.5 million and incurred $2.0 million in repair expenditures. During the year ended December 31, 2011, the Company received $3.5 million from its insurance carriers in partial settlement of its claim. This amount has been included as insurance recoveries, summarized below, for the nine months ended September 30, 2012. In addition, the Company finalized its claim with its insurance carriers and received $12.0 million during the nine months ended September 30, 2012. The Company recognized insurance recoveries, net of losses, of $5.0 million during the nine months ended September 30, 2012. The insurance claims for this event have been finalized with the Company's insurance carriers, and we do not expect to receive additional funds or recognize additional income from the claim.

Mississippi Wind Damage
On February 24, 2011, severe storms caused damage to portions of Mississippi, including Greenville, Mississippi, the location of Harlow’s. The Harlow’s property sustained damage to a portion of the hotel, including its roof, furniture and fixtures in approximately 61 hotel rooms and fixtures in other areas of the hotel. The hotel was closed to customers for renovations following the storm damage and reopened during June 2011. The Company carries property and casualty insurance as well as business interruption insurance subject to a $0.1 million deductible for damages. As of September 30, 2012, the Company has recorded a reduction of property and equipment of $1.4 million and incurred $0.4 million in repair expenditures. The Company filed a preliminary claim with its insurance carriers for $1.0 million in damages, which it received during the second quarter of 2011. Approximately $0.4 million of insurance recoveries received were recorded as a reduction of selling, general and administrative expenses against losses related to the interruption of business caused by the wind damage during the year ended December 31, 2011. The Company received an additional $3.4 million from its insurance carriers during the nine months ended September 30, 2012. The Company recognized insurance recoveries, net of losses, of $1.5 million during the nine months ending September 30, 2012. The insurance claims for this event have been finalized with the Company's insurance carriers, and we do not expect to receive additional funds or recognize additional income from the claim.

The casualty losses and related insurance proceeds have been included as components of operating income in the Company’s Condensed Consolidated Statements of Comprehensive Income. There was no impact from natural disasters on the results of

9

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

operations of the Company for the three months ended September 30, 2012. Set forth below is a summary of the impact of the natural disasters on the results of operations of the Company for the nine months ended September 30, 2012 (in thousands):
Nine Months Ended 9/30/2012
Casualty Losses
 
Insurance Recoveries
 
Insurance Recoveries, Net of Losses
$
12,342

 
$
(18,856
)
 
$
(6,514
)

There were no losses or recoveries during the three months ended September 30, 2012.

NOTE 5 — INCOME TAXES

The Company’s effective tax rate from continuing operations for the nine months ended September 30, 2012 and 2011 was 38%. The effective tax rate for both periods exceeds the federal statutory tax rate due to state and local income taxes and certain expenses that are not deductible for tax purposes.

Certain tax authorities may periodically audit the Company, and the Company may occasionally be assessed interest and penalties by tax jurisdictions. The Company recognizes accrued interest in its tax provision related to uncertain income tax benefits, while penalties are accrued in selling, general and administrative expenses. As of September 30, 2012, the Company had accrued $0.1 million of interest expense related to uncertain income tax benefits and had gross uncertain tax benefits of $8.7 million. This uncertain tax benefit includes a $7.2 million gross tax benefit resulting from the timing of taxation on the Horse Racing Equity Trust Fund ("HRE Trust Fund") proceeds recognized by the Company during 2011 as further described in Note 10. The total amount of uncertain tax benefits that, if recognized, would affect the effective tax rate was $0.9 million.

During October 2012, the Company funded a $2.9 million income tax payment to the State of Illinois related to a dispute over state income tax apportionment methodology which will be recorded as an other asset. The Company filed its state income tax returns related to the years 2002 through 2005 following the methodology prescribed by Illinois statute, however the State of Illinois has taken a contrary tax position. The Company anticipates filing a formal protest with the State of Illinois during the fourth quarter of 2012. The Company does not expect this issue to have a material adverse effect on its business, financial condition or results of operations.

NOTE 6 — GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS IMPAIRMENT TEST

Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis. In March 2012, the Company adopted ASU No. 2011-08, Intangibles-Goodwill and Other: Testing Goodwill for Impairment. ASU 2011-08 simplifies goodwill impairment testing by adding a qualitative review step to assess whether a quantitative impairment analysis is necessary. Under the amended rule, a company will not be required to calculate the fair value of a business that contains recorded goodwill unless it concludes, based on the qualitative assessment, that it is more likely than not that the fair value of that business is less than its carrying value.

The Company completed the required annual impairment tests of goodwill and indefinite-lived intangible assets during the three months ended March 31, 2012, and no adjustment to the carrying value of goodwill or indefinite-lived intangible assets was required. The Company qualitatively assessed its goodwill and concluded that it was more likely than not that fair value of its reporting units was greater than their carrying value, and as such, the Company was not required to calculate the fair value of its reporting units.

The following tables summarize the activity related to goodwill and other intangible assets for the nine months ended September 30, 2012 (in thousands):
 
Goodwill
 
Racing Operations
 
Gaming
 
Online Business
 
Other Investments
 
Total
Balance as of December 31, 2011
$
50,400

 
$
34,689

 
$
127,364

 
$
1,259

 
$
213,712

Reclassifications
1,259

 

 

 
(1,259
)
 

Additions

 

 

 
4,029

 
4,029

Balance as of 9/30/2012
$
51,659

 
$
34,689

 
$
127,364

 
$
4,029

 
$
217,741



10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 
September 30, 2012
 
December 31, 2011
 
Gross Carrying Value
 
Accumulated Amortization
 
Net Book Value
 
Gross Carrying Value
 
Accumulated Amortization
 
Net Book Value
Definite-lived intangible assets
$
64,929

 
$
(26,732
)
 
$
38,197

 
$
64,589

 
$
(20,672
)
 
$
43,917

Indefinite-lived intangible assets
64,710

 

 
64,710

 
59,910

 

 
59,910

Total
$
129,639

 
$
(26,732
)
 
$
102,907

 
$
124,499

 
$
(20,672
)
 
$
103,827


During the nine months ended September 30, 2012, the Company reclassified goodwill between Other Investments and Racing Operations related to CDSP, one of its other investments, which was merged into Racing Operations during 2012. In addition, the Company recorded goodwill of $4.0 million and other definite-lived intangible assets of $0.3 million and indefinite-lived intangible assets of $4.8 million related to the Bluff acquisition.

NOTE 7 — FAIR VALUE OF ASSETS AND LIABILITIES

The Company endeavors 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 table presents the Company’s assets and liabilities measured at fair value as of September 30, 2012 and December 31, 2011, respectively (in thousands):
 
Fair Value
 
Hierarchy
 
September 30,
2012
 
December 31,
2011
Cash equivalents and restricted cash
 Level 1
 
$
45,840

 
$
44,141

Contingent consideration liability
 Level 3
 
$
(2,331
)
 
$


The Company's cash equivalents and restricted cash, which are held in interest-bearing accounts, qualify for Level 1 in the fair value hierarchy which includes unadjusted quoted market prices in active markets for identical assets. The Company's accrued liability for a contingent consideration recorded in conjunction with the Bluff acquisition was based on significant inputs not observed in the market and represents a Level 3 fair value measurement. The estimate for the acquisition date fair value of the contingent consideration was based on the probability of achieving enabling legislation which permits Internet poker gaming and the probability-weighted discounted cash flows. Any change in the fair value of the contingent consideration subsequent to the acquisition date will be recognized in the Company’s Condensed Consolidated Statements of Comprehensive Income. The Company currently has no other assets or liabilities subject to fair value measurement on a recurring basis.
The following assumption was used by the Company in estimating its fair value disclosures for financial instruments:
Long-Term Debt — The carrying amounts of the Company’s borrowings under its line of credit agreements and other long-term debt approximate fair value, based upon current interest rates.


11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 8 — EARNINGS PER COMMON SHARE COMPUTATIONS
 
The following is a reconciliation of the numerator and denominator of the earnings per common share computations (in thousands, except per share data):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
Numerator for basic earnings from continuing operations per common share:
 
 
 
 
 
 
 
Earnings from continuing operations
$
5,973

 
$
19,720

 
$
55,903

 
$
56,524

Earnings from continuing operations allocated to participating securities
(78
)
 

 
(729
)
 
(926
)
Numerator for basic earnings from continuing operations per common share
$
5,895

 
$
19,720

 
$
55,174

 
$
55,598

Numerator for basic earnings per common share:
 
 
 
 
 
 
 
Net earnings
$
5,973

 
$
19,780

 
$
55,902

 
$
56,742

Net earnings allocated to participating securities
(78
)
 

 
(729
)
 
(929
)
Numerator for basic net earnings per common share
$
5,895

 
$
19,780

 
$
55,173

 
$
55,813

 
 
 
 
 
 
 
 
Numerator for diluted earnings per common share:
 
 
 
 
 
 
 
Earnings from continuing operations
$
5,973

 
$
19,720

 
$
55,903

 
$
56,524

Discontinued operations, net of income taxes

 
60

 
(1
)
 
218

Net earnings
$
5,973

 
$
19,780

 
$
55,902

 
$
56,742

Denominator for net earnings per common share:
 
 
 
 
 
 
 
Basic
17,130

 
16,858

 
17,004

 
16,555

Plus dilutive effect of stock options
220

 
116

 
236

 
105

Plus dilutive effect of participating securities
225

 

 
225

 
279

Diluted
17,575

 
16,974

 
17,465

 
16,939

 
 
 
 
 
 
 
 
Net earnings per common share:
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
Earnings from continuing operations
$
0.34

 
$
1.17

 
$
3.24

 
$
3.36

Discontinued operations
$

 
$

 
$

 
$
0.01

Net earnings
$
0.34

 
$
1.17

 
$
3.24

 
$
3.37

 
 
 
 
 
 
 
 
Diluted
 
 
 
 
 
 
 
Earnings from continuing operations
$
0.34

 
$
1.16

 
$
3.20

 
$
3.34

Discontinued operations
$

 
$
0.01

 
$

 
$
0.01

Net earnings
$
0.34

 
$
1.17

 
$
3.20

 
$
3.35

 
 
 
 
 
 
 
 

Options to purchase approximately 18,000 shares for each of the three and nine months ended September 30, 2011, were not included in the computation of diluted earnings per common share because the options' exercise prices were greater than the average market price of the common shares.


12

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9 — SEGMENT INFORMATION

The Company operates in the following four segments: (1) Racing Operations, which includes Churchill Downs Racetrack ("Churchill Downs"), Arlington International Race Course ("Arlington") and its eleven OTBs, Calder Race Course ("Calder") and Fair Grounds Race Course ("Fairgrounds") and the pari-mutuel activity generated at its eleven OTBs; (2) Gaming, which includes video poker and gaming operations at Calder Casino, Fair Grounds Slots, Harlow’s and Video Services, LLC (“VSI”); (3) Online Business, which includes TwinSpires, our Advance Deposit Wagering (“ADW”) business, Fair Grounds Account Wagering, Bloodstock Research Information Services, Velocity, a business focused on high wagering-volume international customers and Luckity, an ADW business that offers over 20 unique online games with outcomes based on and determined by pari-mutuel wagers on live horseraces, as well as the Company's equity investment in HRTV, LLC; and (4) Other Investments, which includes United Tote, MVG, Bluff and the Company's other minor investments. Eliminations include the elimination of intersegment transactions.

The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The Company uses EBITDA (defined as earnings before interest, taxes, depreciation and amortization), a non-GAAP measure, as a key performance measure of the results of operations for purposes of evaluating performance internally. Management believes that the use of this measure enables management and investors to evaluate and compare from period to period the Company’s operating performance in a meaningful and consistent manner. However, EBITDA should not be considered as an alternative to, or more meaningful than, net earnings (as determined in accordance with accounting principles generally accepted in the United States of America) as a measure of our operating results. A reconciliation of EBITDA to net earnings is provided in the following table.

The table below presents information about the reported segments for the three and nine months ended September 30, 2012 and 2011 (in thousands):

13

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
Net revenues from external customers:
 
 
 
 
 
 
 
Churchill Downs
$
3,873

 
$
6,148

 
$
109,297

 
$
104,558

Arlington
30,578

 
30,875

 
62,802

 
62,273

Calder
22,633

 
23,673

 
47,374

 
45,753

Fair Grounds
5,835

 
6,080

 
34,068

 
34,274

Total Racing Operations
62,919

 
66,776

 
253,541

 
246,858

Calder Casino
17,841

 
20,251

 
58,908

 
62,574

Fair Grounds Slots
10,109

 
9,880

 
31,726

 
31,510

VSI
8,089

 
8,350

 
26,466

 
26,566

Harlow's Casino
13,454

 
13,441

 
43,100

 
39,818

Total Gaming
49,493

 
51,922

 
160,200

 
160,468

Online Business
45,593

 
42,015

 
142,330

 
125,344

Other Investments
6,543

 
5,583

 
17,012

 
14,657

Corporate
329

 
53

 
806

 
262

Net revenues from external customers
$
164,877

 
$
166,349

 
$
573,889

 
$
547,589

Intercompany net revenues:
 
 
 
 
 
 
 
Churchill Downs
$
151

 
$
381

 
$
4,419

 
$
3,993

Arlington
1,758

 
1,468

 
3,810

 
3,160

Calder
554

 
582

 
1,150

 
1,129

Fair Grounds
11

 
21

 
833

 
799

Total Racing Operations
2,474

 
2,452

 
10,212

 
9,081

Online Business
233

 
186

 
669

 
601

Other Investments
824

 
638

 
2,646

 
1,397

Eliminations
(3,531
)
 
(3,276
)
 
(13,527
)
 
(11,079
)
Net revenues
$

 
$

 
$

 
$

Reconciliation of Segment EBITDA to net earnings:
 
 
 
 
 
 
 
Racing Operations
$
1,243

 
$
20,789

 
$
55,094

 
$
67,116

Gaming
12,029

 
13,148

 
51,856

 
43,479

Online Business
8,986

 
9,818

 
31,946

 
28,671

Other Investments
421

 
782

 
(13
)
 
1,217

Corporate
(1,398
)
 
(1,540
)
 
(4,968
)
 
(1,329
)
Total EBITDA
21,281

 
42,997

 
133,915

 
139,154

Depreciation and amortization
(13,370
)
 
(13,443
)
 
(40,815
)
 
(41,319
)
Interest income (expense), net
(842
)
 
(1,460
)
 
(2,994
)
 
(7,257
)
Income tax provision
(1,096
)
 
(8,374
)
 
(34,203
)
 
(34,054
)
Earnings from continuing operations
5,973

 
19,720

 
55,903

 
56,524

Discontinued operations, net of income taxes

 
60

 
(1
)
 
218

Net earnings and comprehensive income
$
5,973

 
$
19,780

 
$
55,902

 
$
56,742

  
The table below presents information about equity in earnings (losses) of unconsolidated investments included in the Company’s reported segments for the three and nine months ended September 30, 2012 and 2011 (in thousands):

14

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
Online Business
$
(490
)
 
$
(521
)
 
$
(1,044
)
 
$
(574
)
Other Investments
19

 
54

 
(211
)
 
151

 
$
(471
)
 
$
(467
)
 
$
(1,255
)
 
$
(423
)

The table below presents total asset information for the reported segments (in thousands):
 
September 30,
2012
 
December 31,
2011
Total assets:
 
 
 
Racing Operations
$
507,363

 
$
509,133

Gaming
214,825

 
242,174

Online Business
185,483

 
183,397

Other Investments
31,519

 
13,318

 
$
939,190

 
$
948,022


The table below presents total capital expenditure information for the reported segments (in thousands):
 
Nine Months Ended September 30,
 
2012
 
2011
Capital expenditures:
 
 
 
Racing Operations
$
7,800

 
$
6,943

Gaming
6,846

 
6,099

Online Business
3,407

 
1,647

Other Investments
7,403

 
2,113

 
$
25,456

 
$
16,802


During the nine months ended September 30, 2012, the Company incurred $3.7 million of capital expenditures for its corporate office relocation, which is included in Other Investments.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

The Company records an accrual for legal contingencies to the extent that it concludes that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Except as disclosed below, no estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made at this time regarding the matters specifically described below. We do not believe that the final outcome of these matters will have a material adverse impact on our business, financial condition or results of operations.

Kentucky Downs
On September 5, 2012, Kentucky Downs Management, Inc. (“KDMI”) filed a petition for declaration of rights in Kentucky Circuit Court located in Simpson County, Kentucky styled Kentucky Downs Management Inc. v. Churchill Downs Incorporated (Civil Action No. 12-CI-330) (the “Simpson County Case”) requesting a declaration that the Company does not have the right to exercise its put right and require Kentucky Downs, LLC (“Kentucky Downs”) and/or Kentucky Downs Partners, LLC (“KDP”) to purchase the Company's ownership interest in Kentucky Downs. On September 18, 2012, the Company filed a complaint in Kentucky Circuit Court located in Jefferson County, Kentucky, styled Churchill Downs Incorporated v. Kentucky Downs, LLC; Kentucky Downs Partners, LLC; and Kentucky Downs Management Inc. (Civil Action No. 12-CI-04989) (the “Jefferson County Case”) claiming that Kentucky Downs and KDP had breached the operating agreement for Kentucky Downs and requesting a declaration that the Company had validly exercised its put right and a judgment compelling Kentucky Downs and/or KDP to purchase the Company's ownership interest in Kentucky Downs pursuant to the terms of the applicable operating agreement. On October 9, 2012, the Company filed a motion to dismiss the Simpson County Case and Kentucky Downs, KDP and KDMI filed a motion to dismiss the Jefferson County Case. A hearing for the motion to dismiss in the Simpson County Case is currently set for November 5, 2012. No hearing has currently been set with regard to the motion to dismiss the Jefferson County Case.

15

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Texas Pari-Mutuel Wagering
On September 21, 2012, the Company filed a lawsuit in the United States District Court for the Western District of Texas styled Churchill Downs Incorporated; Churchill Downs Technology Initiatives Company d/b/a TwinSpires.com v. Chuck Trout, in his official capacity as Executive Director of the Texas Racing Commission; Gary P. Aber, Susan Combs, Ronald F. Ederer, Gloria Hicks, Michael F. Martin, Allan Polunsky, Robert Schmidt, John T. Steen III, Vicki Smith Weinberg, in their official capacity as members of the Texas Racing Commission (Case No. 1:12-cv-00880-LY) challenging the constitutionality of a Texas law requiring residents of Texas that desire to wager on horseraces to wager in person at a Texas race track. In addition to its complaint, on September 21, 2012, the Company filed a motion for preliminary injunction seeking to enjoin the state from taking any action to enforce the law in question. In response, on October 9, 2012, counsel for the state assured both the Company and the court that the state would not enforce the law in question against the Company without prior notice, at which time the court could then consider the motion for preliminary injunction.

Horse Racing Equity Trust Fund
During 2006, the Illinois General Assembly enacted Public Act 94-804, which created the HRE Trust Fund. During November 2008, the Illinois General Assembly passed Public Act 95-1008 to extend Public Act 94-804 for a period of three years beginning December 12, 2008. The HRE Trust Fund was funded by a 3% “surcharge” on revenues of Illinois riverboat casinos that met a certain revenue threshold. The riverboat casinos paid all monies required under Public Acts 94-804 and 95-1008 into a special protest fund account which prevented the monies from being transferred to the HRE Trust Fund. The funds were moved to the HRE Trust Fund and distributed to the racetracks, including Arlington Park, in December 2009.

On June 12, 2009, the Illinois riverboat casinos filed a lawsuit in the United States District Court for the Northern District of Illinois, Eastern Division, against former Governor Rod Blagojevich, Friends of Blagojevich and others, including Arlington Park (Empress Casino Joliet Corp. v. Blagojevich, 2009 CV 03585). While the riverboat casinos alleged violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”) against certain of the defendants, Arlington was not named in the RICO count, but rather was named solely in a count requesting that the monies paid by the riverboat casinos pursuant to Public Acts 94-804 and 95-1008 be held in a constructive trust for the riverboat casinos’ benefit and ultimately returned to the casinos. The defendants moved to dismiss the complaint, and the plaintiffs moved for a preliminary injunction seeking to prevent distribution of the disputed funds from the HRE Trust Fund to the racetrack defendants, including Arlington. On November 20, 2009, the trial court entered a temporary restraining order (“TRO”) requiring that any funds distributed from the HRE Trust Fund to the racetrack defendants be placed in a special interest-bearing escrow account separate and apart from other monies. On December 7, 2009, the trial court dismissed the constructive trust count of the complaint and denied the plaintiffs’ motion for a preliminary injunction. The plaintiffs appealed, and the court of appeals stayed dissolution of the TRO pending the appeal. On March 2, 2011, a three member panel of the Seventh Circuit Court of Appeals reversed the trial court’s dismissal. We requested the Seventh Circuit Court of Appeals to rehear the matter en banc, which hearing was held on May 10, 2011. On July 8, 2011, the Seventh Circuit Court of Appeals issued a thirty-day stay of dissolution of the TRO to allow the casinos to request a further stay of dissolution of the TRO pending their petition for certiorari to the United States Supreme Court. On August 5, 2011, the United States Supreme Court denied an application by the Casinos to further stay the dissolution of the TRO. On August 9, 2011, the stay of dissolution expired and the TRO dissolved, which terminated the restrictions on the Company’s ability to access funds from the HRE Trust Fund held in the escrow account. Public Act 94-804 expired in May 2008 and Public Act 95-1008 expired on July 18, 2011, the date the tenth Illinois riverboat license became operational.

Arlington filed an administrative appeal in the Circuit Court of Cook County on August 18, 2009 (Arlington Park Racecourse LLC v. Illinois Racing Board (“IRB”), 09 CH 28774) challenging the IRB’s allocation of funds out of the HRE Trust Fund based upon handle generated by certain ineligible licensees, as contrary to the language of the statute. The Circuit Court affirmed the IRB’s decision on November 10, 2010, and Arlington appealed this ruling to the Illinois First District Court of Appeals. On April 23, 2012 the Court of Appeals ultimately affirmed the IRB’s decision and Arlington filed a petition for leave to appeal to the Illinois Supreme Court on May 25, 2012. On October 1, 2012, the Illinois Supreme Court denied Arlington's petition for leave to appeal. Hawthorne Racecourse filed a separate administrative appeal on June 11, 2010 (Hawthorne Racecourse, Inc. v. Illinois Racing Board et. al., Case No. 10 CH 24439) challenging the IRB’s decision not to credit Hawthorne with handle previously generated by an ineligible licensee for the purpose of calculating the allocation of the HRE Trust Fund monies and the IRB’s unwillingness to hold another meeting in 2010 to reconstrue the statutory language in Public Act 95-1008 with respect to distributions. On May 25, 2011, the Circuit Court rejected Hawthorne’s arguments and affirmed the IRB’s decisions, and Hawthorne appealed the Circuit Court’s decision. Arlington filed its response brief on May 30, 2012, and the IRB filed its response brief on June 30, 2012. Hawthorne filed its reply brief on July 27, 2012. Oral arguments on Hawthorne's appeal before the Illinois First District Court of Appeals were heard on November 1, 2012 and a final ruling is expected in December 2012.


16

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

We received $45.4 million from the HRE Trust Fund, of which $26.1 million was designated for Arlington purses. We used the remaining $19.3 million of the proceeds to improve, market, and maintain or otherwise operate the Arlington racing facility in order to conduct live racing. The trial court had originally ordered the State of Illinois to pay interest on the funds held in the special protest fund. The appellate court overturned this order and the Illinois Supreme Court declined to reconsider the appellate court’s decisions. As a result, the State of Illinois is not obligated to pay interest on these funds. The deadline for the casino plaintiffs to file a petition for certiorari has lapsed and, as a result, we believe that this litigation is final with respect to Arlington.

Hialeah Race Course
On February 14, 2011, Hialeah Race Course (“Hialeah”) filed a lawsuit styled Hialeah Racing Association, South Florida Racing Association, LLC and Bal Bay Realty, LTD vs. West Flagler Associates, LTD, Calder Race Course, Inc. and Tropical Park, Inc. (Case No. 11-04617 CA24) in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida. The plaintiffs alleged that the defendants, including Calder and Tropical Park, engaged in unfair methods of competition and committed unfair acts and practices by, among other things, engaging in concerted actions designed to prevent the enactment of legislation to regulate thoroughbred racing dates, coordinating the selection of racing dates among Calder, Tropical Park and Gulfstream Park, soliciting the revocation of Hialeah’s racing permit which prevented Hialeah from operating, participating in the drafting of a Florida constitutional amendment on slot machines to ensure that Hialeah was excluded from obtaining the opportunity to conduct gaming under such a constitutional amendment and instituting litigation challenging the validity of certain legislation in an effort to prevent the operation of slot machines at Hialeah. The plaintiffs alleged an unspecified amount in damages. On June 7, 2012, the lawsuit was voluntarily dismissed with prejudice.

Balmoral, Maywood and Illinois Harness Horsemen’s Association
On February 14, 2011, Balmoral Racing Club, Inc., Maywood Park Trotting Association, Inc. and the Illinois Harness Horsemen’s Association, Inc. filed a lawsuit styled Balmoral Racing Club, Inc., Maywood Park Trotting Association, Inc. and the Illinois Harness Horsemen’s Association Inc. vs. Churchill Downs Incorporated, Churchill Downs Technology Initiatives Company d/b/a TwinSpires.com and Youbet.com, LLC (Case No. 11-CV-D1028) in the United States District Court for the Northern District of Illinois, Eastern Division. The plaintiffs allege that Youbet.com breached a co-branding agreement dated December 2007, as amended on December 21, 2007, and September 26, 2008 (the “Agreement”), which was entered into between certain Illinois racetracks and a predecessor of Youbet.com. The plaintiffs allege that the defendants breached the agreement by virtue of an unauthorized assignment of the Agreement to TwinSpires.com and further allege that Youbet.com and TwinSpires have misappropriated trade secrets in violation of the Illinois Trade Secrets Act. Finally, the plaintiffs allege that the Company and TwinSpires.com tortiously interfered with the Agreement by causing Youbet.com to breach the Agreement. The plaintiffs have alleged damages of at least $3.6 million, or alternatively, of at least $0.8 million. On April 1, 2011, the plaintiffs filed a motion for a preliminary injunction, seeking an order compelling the defendants to turn over all Illinois customer accounts and prohibiting TwinSpires.com from using that list of Illinois customer accounts. On April 18, 2011, the defendants filed an answer and a motion to dismiss certain counts of the plaintiffs’ complaint, and Youbet.com asserted a counterclaim seeking certain declaratory relief relating to allegations that plaintiffs Maywood and Balmoral breached the Agreement in 2010, leading to its proper termination by Youbet.com on December 1, 2010. The preliminary injunction hearing took place on July 6, 2011, and on July 21, 2011, the court denied the preliminary injunction. On March 9, 2012, the parties mediated the case without resolution. The parties' motions for summary judgment are due in November 2012 and December 2012, respectively, and reply briefs will be due in January 2013.

There are no other material pending legal proceedings, other than litigation arising in the ordinary course of our business.

NOTE 11 — RECENT ACCOUNTING PRONOUNCEMENTS

In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in Generally Accepted Accounting Principles (“GAAP”) and IFRS which changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements in order to improve consistency in the application and description of fair value between GAAP and International Financial Reporting Standards. ASU 2011-04 clarifies how the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets and are not relevant when measuring the fair value of financial assets or liabilities. In addition, the guidance expanded the disclosures for the unobservable inputs for Level 3 fair value measurements, requiring quantitative information to be disclosed related to (1) the valuation processes used, (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, and (3) use of a nonfinancial asset in a way that differs from the asset’s highest and best use. The revised guidance became effective for interim and annual fiscal periods beginning after December 15, 2011. The Company adopted the standard for the nine months ended September 30, 2012, and there was no impact on the Company’s condensed consolidated financial statements.

17

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


In June 2011, the FASB issued ASU No. 2011-05, which updates the guidance in ASC Topic 220, Presentation of Comprehensive Income. ASU 2011-05 specifies that entities are required to present total comprehensive income either in a single, continuous statement of comprehensive income or in two separate, but consecutive, statements, and that entities must display adjustments for items reclassified from other comprehensive income to net income in both net income and other comprehensive income. The provisions for this pronouncement became effective for interim and annual fiscal periods beginning after December 15, 2011. The Company adopted the standard for the nine months ended September 30, 2012. However, since the Company has no other components of comprehensive income, comprehensive income is the same as net earnings as presented in the accompanying Condensed Consolidated Statements of Comprehensive Income.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other: Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify goodwill impairment testing by adding a qualitative review step to assess whether the required quantitative impairment analysis that exists today is necessary. Under the amended rule, a company will not be required to calculate the fair value of a business that contains recorded goodwill unless it concludes, based on the qualitative assessment, that it is more likely than not that the fair value of that business is less than its book value. If such a decline in fair value is deemed more likely than not to have occurred, then the quantitative goodwill impairment test that exists under current GAAP must be completed; otherwise, no further testing is required until the next annual test date (or sooner if conditions or events before that date raise concerns of potential impairment in the business). The amended goodwill impairment guidance does not affect the manner in which a company estimates fair value. The new standard became effective for goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company adopted the standard for the nine months ended September 30, 2012, and there was no impact on the Company’s condensed consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment. ASU 2012-02 is intended to simplify indefinite-lived intangible asset impairment testing by adding a qualitative review step to assess whether the required quantitative impairment analysis that exists today is necessary. Under the amended rule, a testing methodology similar to that which is performed for goodwill impairment testing will be acceptable for accessing a company's indefinite-lived intangible assets. The new standard will be effective for indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. The Company intends to adopt the standard during 2013.

18


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information set forth in this discussion and analysis contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements. All forward-looking statements made in this Quarterly Report on Form 10-Q are made pursuant to the Act. The reader is cautioned that such forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include: the effect of global economic conditions, including any disruptions in the credit markets; a decrease in consumers’ discretionary income; the effect (including possible increases in the cost of doing business) resulting from future war and terrorist activities or political uncertainties; the impact of increasing insurance costs; the impact of interest rate fluctuations; the financial performance of our racing operations; the impact of gaming competition (including lotteries, online gaming and riverboat, cruise ship and land-based casinos) and other sports and entertainment options in the markets in which we operate; our ability to maintain racing and gaming licenses to conduct our businesses; the impact of live racing day competition with other Kentucky, Florida, Illinois and Louisiana racetracks within those respective markets; the impact of higher purses and other incentives in states that compete with our racetracks; costs associated with our efforts in support of alternative gaming initiatives; costs associated with customer relationship management initiatives; a substantial change in law or regulations affecting pari-mutuel and gaming activities; a substantial change in allocation of live racing days; changes in Kentucky, Florida, Illinois or Louisiana law or regulations that impact revenues or costs of racing operations in those states; the presence of wagering and gaming operations at other states’ racetracks and casinos near our operations; our continued ability to effectively compete for the country’s horses and trainers necessary to achieve full field horse races; our continued ability to grow our share of the interstate simulcast market and obtain the consents of horsemen’s groups to interstate simulcasting; our ability to enter into agreements with other industry constituents for the purchase and sale of racing content for wagering purposes; our ability to execute our acquisition strategy and to complete or successfully operate planned expansion projects; our ability to successfully complete any divestiture transaction; market reaction to our expansion projects; the inability of our totalisator company, United Tote, to maintain its processes accurately or keep its technology current; our accountability for environmental contamination; the inability of our Online Business to prevent security breaches within its online technologies; the loss of key personnel; the impact of natural and other disasters on our operations and our ability to obtain insurance recoveries in respect of such losses (including losses related to business interruption); our ability to integrate any businesses we acquire into our existing operations, including our ability to maintain revenues at historic levels and achieve anticipated cost savings; the impact of wagering laws, including changes in laws or enforcement of those laws by regulatory agencies; the outcome of pending or threatened litigation; changes in our relationships with horsemen’s groups and their memberships; our ability to reach agreement with horsemen’s groups on future purse and other agreements (including, without limiting, agreements on sharing of revenues from gaming and advance deposit wagering); the effect of claims of third parties to intellectual property rights; and the volatility of our stock price.

You should read this discussion in conjunction with the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 for further information, including Part I – Item 1A, "Risk Factors" for a discussion regarding some of the reasons that actual results may be materially different from those we anticipate.


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Overview
We are a diversified provider of pari-mutuel horseracing, casino gaming, entertainment and the country’s premier source of online account wagering on horseracing events.

We operate in four operating segments as follows:
1.
Racing Operations, which includes:
Churchill Downs Racetrack (“Churchill Downs”) in Louisville, Kentucky, an internationally known thoroughbred racing operation and home of the Kentucky Oaks and Derby since 1875;
Arlington International Race Course (“Arlington”), a thoroughbred racing operation in Arlington Heights along with eleven off-track betting facilities (“OTBs”) in Illinois;
Calder Race Course (“Calder”), a thoroughbred racing operation in Miami Gardens, Florida; and
Fair Grounds Race Course (“Fair Grounds”), a thoroughbred racing operation in New Orleans along with eleven OTBs in Louisiana.     
2.
Gaming, which includes:
Riverwalk Casino & Hotel ("Riverwalk") in Vicksburg, Mississippi, which we acquired on October 23, 2012. Riverwalk operates approximately 700 slot machines, 18 table games, a five story, 80-room attached hotel, a multi-functional event center and dining facilities;
Harlow’s Casino Resort & Hotel (“Harlow’s”) in Greenville, Mississippi, which operates approximately 900 slot machines, 15 table games and a poker room, a five story, 105-room attached hotel and dining facilities;
Calder Casino, a slot facility in Florida adjacent to Calder, which operates over 1,200 slot machines and includes a poker room operation branded “Studz Poker Club”;
Fair Grounds Slots, a slot facility in Louisiana adjacent to Fair Grounds, which operates over 600 slot machines; and
Video Services, LLC (“VSI”), the owner and operator of more than 700 video poker machines in Louisiana.
3.
Online Business, which includes:
TwinSpires, an Advance Deposit Wagering (“ADW”) business that is licensed as a multi-jurisdictional simulcasting and interactive wagering hub in the state of Oregon;
Fair Grounds Account Wagering (“FAW”), an ADW business that is licensed in the state of Louisiana;
Velocity, a business that is licensed in the British Dependency Isle of Man focusing on high wagering-volume international customers;
Luckity, an ADW business launched during October 2012 that offers over 20 unique online games with outcomes based on and determined by pari-mutuel wagers on live horseraces;
Bloodstock Research Information Services (“BRIS”), a data service provider for the equine industry; and
Our equity investment in HRTV, LLC (“HRTV”), a horseracing television channel.
4.
Other Investments, which includes:
United Tote Company and United Tote Canada (collectively “United Tote”), which manufactures and operates pari-mutuel wagering systems for North American racetracks, OTBs and other pari-mutuel wagering business;
Bluff Media (“Bluff’), a multimedia poker content brand and publishing company, acquired by the Company on February 10, 2012;
Our equity investment in Miami Valley Gaming & Racing, LLC (“MVG”), a joint venture to develop a harness racetrack and video lottery terminal facility in Ohio; and
Our other minor investments.

In order to evaluate the performance of these operating segments internally, we use EBITDA (defined as earnings before interest, taxes, depreciation and amortization) as a key performance measure of the results of operations. We believe that the use of EBITDA enables management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. See Note 9 to the Condensed Consolidated Financial Statements for a reconciliation of EBITDA to net earnings.


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During the nine months ended September 30, 2012, total handle for the pari-mutuel industry, according to figures published by Equibase, increased 2.3% compared to the same period of 2011 and increased 2.2% during the three months ended September 30, 2012, compared to the same period of 2011. TwinSpires.com handle increased $76.7 million, or 13%, during the nine months ended September 30, 2012 and increased $20.5 million, or 11%, during the three months ended September 30, 2012, as compared to the same period of 2011, partially from the growth in new customers and an increase in average daily wagering. Pari-mutuel handle from our Racing Operations remained flat during the nine months ended September 30, 2012, compared to the same period of 2011 and decreased 6.0% during the three months ended September 30, 2012, compared to the same period of 2011, primarily reflecting three fewer race days at Churchill Downs and weather-related cancellations driven by above average rainfall at Calder.

Although there is a growing confidence that global economies have resumed growth, there remains risk that the recovery will be short-lived, such recovery may not include the industries or markets in which we conduct our business, or the general economic downturn may resume. We believe that, despite uncertain economic conditions, we are in a strong financial position. As of September 30, 2012, there was $298 million of borrowing capacity available under our revolving credit facility. To date, we have not experienced any limitations in our ability to access this source of liquidity.

Recent Developments
Riverwalk Casino and Hotel Acquisition
On October 23, 2012, we completed our acquisition of Riverwalk in Vicksburg, Mississippi for cash consideration of approximately $141.0 million. The transaction includes the acquisition of a 25,000-square-foot casino, an 80-room hotel, a 5,600-square-foot event center and dining facilities on approximately 22 acres of land. The acquisition continues our diversification and growth strategies to invest in assets with an expected yield on investment to enhance shareholder value. We financed the acquisition with borrowings under our amended and restated credit facility.

Illinois Income Taxes
During October 2012, we funded a $2.9 million income tax payment to the State of Illinois related to a dispute over state income tax apportionment methodology which will be recorded as an other asset that we believe will be recoverable in a future period. We filed our state income tax returns related to the years 2002 through 2005 following the methodology prescribed by Illinois statute, however the State of Illinois has taken a contrary tax position. We anticipate filing a formal protest with the State of Illinois during the fourth quarter of 2012. We do not expect this issue to have a material, adverse effect on our business, financial condition or results of operations.

Florida Gaming Recoveries
During February 2012, we received $0.8 million in proceeds upon the opening of Casino Miami Jai-Alai, a slots and jai-alai facility in Miami, Florida. These proceeds partially reimbursed Calder for expenditures made during 2005 related to the slot machine referendum held in Miami-Dade County. Due to uncertainties regarding collectability, we did not recognize a reduction of expense upon the execution of the agreement during 2005, because reimbursement was not payable until the opening of Casino Miami Jai-Alai. During the nine months ended September 30, 2012, we recognized $0.8 million as a reduction to selling, general and administrative expenses from the recovery. In addition, we recognized $0.2 million as a net reduction to our operating expenses from a recovery of pari-mutuel accounts receivable from the owners of Casino Miami Jai-Alai, which had been previously reserved due to uncertainties regarding collectability.

Bluff Media Acquisition
During February 2012, we announced the acquisition of the assets of Bluff Media (“Bluff”), a multimedia poker content brand and publishing company. Bluff’s assets include the poker periodical, BLUFF Magazine; BLUFF Magazine’s online counterpart, BluffMagazine.com; ThePokerDB, a comprehensive online database and resource that tracks and ranks the performance of poker players and tournaments; and various other news and content forums. Bluff also publishes Fight! Magazine, a premier mixed martial arts magazine and its online counterpart, FightMagazine.com. In addition to our intention to further expand and build upon Bluff’s current content and business model, we believe this acquisition potentially provides us with new business avenues to pursue in the event there is a liberalization of state or federal laws with respect to Internet poker in the United States.

We completed our acquisition of Bluff for cash consideration of $6.7 million and contingent consideration estimated at $2.3 million based upon the enactment of federal or state enabling legislation which permits Internet poker gaming.

Kentucky Hailstorm
On April 28, 2012, a hailstorm caused damage to portions of Louisville, Kentucky including Churchill Downs Racetrack ("Churchill Downs") and its separate training facility known as Trackside Louisville. Both locations sustained damage to their stable areas as well as damages to administrative offices and several other structures. The Company carries property and casualty insurance,

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subject to a $0.5 million deductible. We filed a preliminary claim for damages with our insurance carrier which remains under review to determine to what extent insurance proceeds will offset any impairment losses. During the three months ended September 30, 2012, we received $0.6 million in insurance proceeds as a partial payment for damages which has been recorded as a reduction of property and equipment in our Condensed Consolidated Balance Sheet. As of September 30, 2012, we have not recorded an impairment of our assets and do not believe that any future impairment will be material or have an adverse impact on our business, financial condition or results of operations.

Kentucky Derby and Kentucky Oaks Qualifying Process
During June 2012, we announced a revision to the process by which thoroughbred racehorses qualify for the Kentucky Derby and Kentucky Oaks. Effective for the 2013 Kentucky Derby, we will cease to use graded stakes earnings to determine qualifiers, and we will institute a point system. The Kentucky Derby will feature a preparatory season consisting of nineteen races for two-year old and early three-year old horses, and a championship series consisting of seventeen races for three-year old horses. Points will be awarded to the top four finishers in each race, and the highest cumulative point winners will be eligible to start in the Kentucky Derby. The Kentucky Oaks will feature a similar preparatory season with twenty races and a championship series of fifteen races. The events which constitute the qualifying horse races and their assigned point value will be reviewed annually.

Mississippi River Flooding
As a result of the Mississippi River flooding during 2011, we temporarily ceased operations at Harlow’s on May 6, 2011, and the Board of Mississippi Levee Commissioners ordered the closure of the Mainline Mississippi River Levee on May 7, 2011. On May 12, 2011, the property sustained damage to its 2,600-seat entertainment center and a portion of its dining facilities. On June 1, 2011, Harlow’s resumed casino operations with temporary dining facilities. During December 2011, we announced a renovation and improvement project, which is expected to be completed by early 2013 and will include a new buffet area, steakhouse, business center, spa facility, fitness center, pool and a multi-purpose event center.

We carry flood, property and casualty insurance as well as business interruption insurance subject to a $1.3 million deductible for damages. As of September 30, 2012, we have recorded a reduction of property and equipment of $8.5 million and incurred $2.0 million in repair expenditures. During the year ended December 31, 2011, we received $3.5 million in partial settlement of our claim. We finalized our claim with our carriers and received $12.0 million during the nine months ended September 30, 2012 . We recognized insurance recoveries, net of losses of $5.0 million during the nine months ended September 30, 2012. The insurance claims for this event have been finalized with our insurance carriers, and we do not expect to receive additional funds or recognize additional income from the claim.

Mississippi Wind Damage
On February 24, 2011, severe storms caused damage to portions of Mississippi, including Greenville, Mississippi, the location of Harlow’s. The Harlow’s property sustained damage to a portion of the hotel, including its roof, furniture and fixtures in approximately 61 hotel rooms and fixtures in other areas of the hotel. The hotel was closed to customers for renovations following the storm damage and reopened during June 2011. We carry property and casualty insurance as well as business interruption insurance subject to a $0.1 million deductible for damages. As of September 30, 2012, we have recorded a reduction of property and equipment of $1.4 million and incurred $0.4 million in repair expenditures. We filed a preliminary claim with our insurance carriers for $1.0 million in damages, which we received during the second quarter of 2011. Approximately $0.4 million of insurance recoveries received were recorded as a reduction of selling, general and administrative expenses against losses related to the interruption of business caused by the wind damage during the year ended December 31, 2011. We received an additional $3.4 million from our insurance carriers during the nine months ended September 30, 2012. We recognized insurance recoveries, net of losses, of $1.5 million during the nine months ending September 30, 2012. The insurance claims for this event have been finalized with our insurance carriers, and we do not expect to receive additional funds or recognize additional income from the claim.


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Legislative and Regulatory Changes
Federal
Wire Act of 1961 – Federal Clarification
On December 23, 2011, the U.S. Department of Justice clarified its position on the Wire Act of 1961 (the “Wire Act”), which had historically been interpreted to outlaw all forms of gambling across states lines. The department’s Office of Legal Counsel determined, in a written memorandum, that the Wire Act applied only to a sporting event or contest but did not apply to other forms of Internet gambling, including online betting unrelated to sporting events. The Justice Department opinion could be interpreted to allow Internet gaming on an intrastate basis. Since the issuance of this opinion, there have been actions taken by various state legislatures to either further enable or further limit Internet gaming opportunities for their residents and businesses, and we anticipate that other states may follow. At this point, we do not know to what extent intrastate Internet gaming could affect our business, financial condition and results of operations.

Senate Hearing on Medication and Performance-Enhancing Drugs in Horses
In July 2012, the Senate Commerce Committee held a hearing on the use of anti-bleeding medications, painkillers and performance enhancing drugs in racehorses. The Interstate Horseracing Improvement Act was introduced, which is designed to regulate and standardize medication usage within the industry. It is unclear to what extent such federal regulations could impact our business, financial condition and results of operations.

Other Federal Legislation
During 2011, two major pieces of Internet gaming legislation were introduced in the United States Congress. The first bill, the Internet Gambling Regulation, Consumer Protection and Enforcement Act (“HR 1174”), would grant the Secretary of the Treasury regulatory and enforcement jurisdiction over Internet gaming. Though wagering on sports is excluded, it would expand Internet gaming beyond poker. The second bill, the Internet Gambling Prohibition, Poker Consumer Protection, and Strengthening UIGEA Act of 2011 (“HR 2366”), mirrors many of the safeguard provisions proffered in HR 1174, however it limits Internet gaming to poker only. Both bills have been referred to the House Subcommittee on Crime, Terrorism and Homeland Security. It is unclear to what extent such federal regulations could impactour business, financial condition and results of operations.

Florida
Hialeah Race Course
During 2010, the Florida legislature passed Senate Bill 622 (“SB 622”), which contained a new Tribal Compact and which made Chapter 2009-170, Laws of Florida, effective on July 1, 2010. Portions of Chapter 2009-170, Laws of Florida purport to permit the operation of slot machines at quarter horse facilities in Miami-Dade County. In particular, Section 19 of Chapter 2009-170, Laws of Florida, purports to permit Hialeah Race Course (“Hialeah”), located approximately twelve miles from Calder, to open as a quarter horse facility and operate slot machines after two consecutive years of quarter horseracing. On June 18, 2010, in a lawsuit styled Calder Race Course, Inc., vs. Florida Department of Business and Professional Regulation and South Florida Racing Association, LLC (Case No. 2010-CA-2132), Calder challenged the provisions of Section 19 of Chapter 2009-170, Laws of Florida, alleging that Section 19 violates Article X, Section 23 of the Florida Constitution when it expands the limits set in the constitution for slot machine licenses. The Leon County Circuit Court held the statute to be valid, and an appeal to the Florida First District Court of Appeal was unsuccessful. On November 9, 2011, we petitioned the Florida Supreme Court to grant discretionary review of the First Appellate Court’s decision. On April 27, 2012, the Florida Supreme Court declined to consider a review of our petition, upholding the decision of the lower court. Hialeah subsequently announced its intention to add 900 slot machines to its facility during 2013. At this point, we do not know to what extent the operation of a slot machine facility at Hialeah could have on our business, financial condition and results of operations.

On February 14, 2011, Hialeah filed a lawsuit styled Hialeah Racing Association, South Florida Racing Association, LLC and Bal Bay Realty, LTD vs. West Flagler Associates, LTD, Calder Race Course, Inc. and Tropical Park, Inc. (Case No. 11-04617 CA24) in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida. The plaintiffs alleged that the defendants, including Calder and Tropical Park, engaged in unfair methods of competition and committed unfair acts and practices by, among other things, engaging in concerted actions designed to prevent the enactment of legislation to regulate thoroughbred racing dates, coordinating the selection of racing dates among Calder, Tropical Park and Gulfstream Park, soliciting the revocation of Hialeah’s racing permit which prevented Hialeah from operating, participating in the drafting of a Florida constitutional amendment on slot machines to ensure that Hialeah was excluded from obtaining the opportunity to conduct gaming under such a constitutional amendment and instituting litigation challenging the validity of certain legislation in an effort to prevent the operation of slot machines at Hialeah. The plaintiffs alleged an unspecified amount in damages. On June 7, 2012, the lawsuit was voluntarily dismissed with prejudice.


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Kentucky
Race-day Medication Ban
On June 13, 2012, the Kentucky Horse Racing Commission (“KHRC”) approved a change in state regulations that bans the use of an anti-bleeding medication on race-days for graded and listed stakes horse races. The revised regulation must survive a legislative review process, in addition to potential legal challenges before being enacted into law. Should the regulation be enacted into law, it would be phased in over a three-year period, beginning in 2014. If approved, Kentucky would be the only U.S. state to have enacted such restrictions. At this point, we do not know the effect this legislation could have on our business, financial condition and results of operations.

Historical Racing Machines
On July 20, 2010, the KHRC approved a change in state regulations that would allow racetracks to offer pari-mutuel wagering via Historical Racing Machines (“HRMs”), which base their payouts on the results of previously-run races at racetracks across North America. Portions of previously-run races can be viewed, and winning combinations are presented via video terminals through which the player may place wagers in the pari-mutuel betting pools available via the HRMs. Previously, only Oaklawn Park Racetrack, in Arkansas, offered the HRMs. On September 1, 2011, Kentucky Downs Racetrack opened an HRM facility with approximately 200 HRMs, and during February 2012, the KHRC approved the installation of 75 additional HRMs at such facility. On August 31, 2012, Ellis Park Racetrack opened an HRM facility with 177 HRMs.

Despite the approval of the KHRC, there are questions with regard to the economic viability of the HRMs in a competitive gaming market such as Louisville, as well as the legality of the new regulations that were enacted to allow HRMs. We do not expect to make any decisions on whether to pursue HRMs until both of these questions are answered. A declaratory judgment action was filed in Franklin Circuit Court on behalf of the Commonwealth of Kentucky and all Kentucky racetracks to ensure proper legal authority to conduct pari-mutuel wagering via HRMs. The Franklin Circuit Court entered a declaratory judgment upholding the regulations in their entirety. The intervening adverse party filed a notice of appeal, and the KHRC and the racetracks filed a motion to transfer that appeal directly to the Supreme Court of Kentucky. On April 21, 2011, the Supreme Court of Kentucky denied the request to hear the case before the appeal is heard by the Kentucky Court of Appeals. On September 1, 2011, the intervening adverse party filed an injunction for the Kentucky Court of Appeals to grant emergency relief that would prevent Kentucky Downs Racetrack from operating its HRMs. The intervening adverse party’s motions were denied by the Kentucky Court of Appeals. On June 15, 2012, the Kentucky Court of Appeals vacated the lower court's decision and remanded the declaratory judgment action back to the Franklin County Circuit Court. On July 16, 2012, the Kentucky racetracks, the KHRC and the Kentucky Department of Revenue filed motions for discretionary review with the Supreme Court of Kentucky asking the court to overturn the Kentucky Court of Appeals' decision and address the merits of the case.

ADW Regulations
Legislation was introduced on February 8, 2011, to clarify state regulatory authority over ADW companies. The legislation provides jurisdiction over wagering made within the Commonwealth of Kentucky and requires a license to take ADW wagers from Kentucky residents, which TwinSpires obtained in March 2012. During January 2012, the Kentucky House of Representatives introduced House Bill 229, which would impose an excise tax of 0.5% of proceeds on all advance deposit wagering placed by Kentucky residents. The state’s general fund would receive 15% of the excise tax, with the remaining 85% to be shared equally between the state’s racetracks and horsemen. This legislation was passed by the Kentucky House of Representatives during 2011 but failed to move forward in the Kentucky Senate during the 2012 legislative session. Should similar legislation be proposed in future legislative sessions, it could have a negative impact on our Online Business operations.

Illinois
Expanded Gaming Legislation
On May 31, 2012, Senate Bill 1849 was passed by the Illinois General Assembly, which authorizes five additional casinos to be constructed in Illinois, as well as provides for slots machines to be installed at racetracks. Specifically, the legislation authorizes Arlington to operate up to 1,200 slot or video poker machines and authorizes Quad City Downs, owned by Arlington , to operate up to 900 slot or video poker machines. Existing casinos are eligible to increase the number of gaming machines from the current limit of 1,200 machines to 1,600 machines. Five new land-based casinos are authorized, one of which can be located in Chicago with 4,000 gaming machines. Senate Bill 1849 was vetoed by Governor Quinn on August 28, 2012. Legislative leaders have expressed an interest in overriding the Governor's veto during the November veto session or prior to the start of the 2013 legislative session. At this point, we do not know if future legislation will be enacted, and if enacted, how it would affect our business, financial condition and results of operations.



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Advance Deposit Wagering Legislation
House Bill 3779 relating to ADW regulation was signed into law by Governor Quinn on August 24, 2012. The bill extends ADW authorization to January 2013, provisionally replacing Senate Bill 1298. House Bill 3779 provides additional requirements, not in effect under Senate Bill 1298, that beginning on August 26, 2012, each ADW license-holder shall impose a surcharge of up to 0.18% on winning wagers and winnings from wagers placed through advance deposit wagering. The funds received as the result of the surcharge are to be deposited into standardbred purse accounts. Changes in the ADW law or the sunset of the law authorizing ADW in Illinois could adversely affect our ADW business in Illinois.

Online Gaming
During the 2012 legislative session, the Illinois Senate amended House Bill 4148 with language that, if enacted, would create a new division of the state lottery to oversee and operate online games, including poker, for registered players within Illinois. The division would also be given authority to enter into interstate and multinational online gaming compacts.  As currently written, the lottery would create a single platform on which Internet Gaming would be conducted in Illinois.  At a later date, the state could allow private companies licensed to conduct gaming in Illinois to essentially serve as affiliates.  It is not clear under what terms the state would allow the private companies to participate. The legislative session adjourned without action on House Bill 4148. At this point, we do not know if legislation will be enacted, and if enacted, to what extent it would impact our business, financial condition and results of operation.

Horse Racing Equity Trust Fund
During 2006, the Illinois General Assembly enacted Public Act 94-804, which created the Horse Racing Equity Trust Fund (“HRE Trust Fund”). During November 2008, the Illinois General Assembly passed Public Act 95-1008 to extend Public Act 94-804 for a period of three years beginning December 12, 2008. The HRE Trust Fund was funded by a 3% “surcharge” on revenues of Illinois riverboat casinos that met a certain revenue threshold. The riverboats paid all monies required under Public Acts 94-804 and 95-1008 into a special protest fund account which prevented the monies from being transferred to the HRE Trust Fund. The funds were moved to the HRE Trust Fund and distributed to the racetracks, including Arlington, in December 2009. See Part II, Item 1. “Legal Proceedings” of this Quarterly Report on Form 10-Q for further discussion of pending litigation with respect to the Horse Racing Equity Trust Fund.

Horse Racing Equity Fund – Tenth Riverboat License
Under legislation enacted in 1999, the Illinois Horse Racing Equity Fund is scheduled to receive amounts up to 15% of the adjusted gross receipts earned on an annual basis from state tax generated by the tenth riverboat casino license granted in Illinois. The funds will be distributed to racetracks in Illinois and may be utilized for purses as well as racetrack discretionary spending. In addition, the holders of the original nine riverboat licenses who paid monies into the HRE Trust Fund will no longer be required to pay monies into that fund. During December 2008, the Illinois Gaming Board awarded the tenth license to Midwest Gaming LLC to operate a casino in Des Plaines, Illinois. This casino opened during July 2011. The Illinois racing industry will be entitled to receive an amount equal to 15% of the adjusted gross receipts of this casino from the gaming taxes generated by that casino. However, these funds must be appropriated by the state, and the current fiscal year budget contains no such appropriation.

Ohio
In November 2009, Ohio voters passed a referendum to allow five casinos in Ohio, with opening dates from 2012 through 2013.
On June 28, 2011, both houses of the Ohio General Assembly passed House Bill 277 (“HB 277”) allowing all seven state racetracks to apply for video lottery licenses. The Governor of Ohio signed HB 277 into law on July 15, 2011. In addition, on June 23, 2011, the Ohio legislature passed legislation allowing the relocation of Ohio racetracks with video lottery terminal licenses. In October 2011, the Ohio Roundtable filed a lawsuit seeking to prevent racetracks from relocating and prohibiting video lottery terminals. In May 2012, the Common Pleas Court ruled against the Ohio Roundtable, indicating it did not have legal standing to sue the State over the 2011 ruling. On June 28, 2012, the Ohio Roundtable filed an appeal against this ruling. On June 11, 2012, the Ohio House of Representatives passed House Bill 386 (“HB 386”) which makes revisions to Ohio’s gaming-related laws pertaining to casinos, video lottery terminals, horseracing and gaming. HB 386 further clarifies the regulations governing Ohio gaming. At this point, we do not know how this legislation or the related litigation could affect our business, financial condition and results of operations.

New York
During December 2011, the Governor of New York announced his support for a constitutional amendment to expand Las Vegas-style casino gaming on non-Indian lands. Such a change in the state constitution would require two successive sessions of the state legislature followed by a statewide referendum by voters. The earliest that a statewide vote could occur would be November

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2013.

In March 2012, the Governor of New York and legislative leaders agreed to legalize casino gaming and to seek amendment of the state constitution to allow up to seven new casinos in the state. An expansion of gaming in New York could include expanded incentives for the horse racing industry. This could affect our ability to attract horses and trainers and could have a material adverse impact on our business, financial condition and results of operations.

California
Exchange Wagering
On September 23, 2010, the Governor of California signed a bill that approved exchange wagering on horseracing by California residents and on California racetracks. The bill makes California the first state to approve this type of wagering. Exchange wagering differs from pari-mutuel wagering in that it allows customers to propose their own odds on certain types of wagers on horseracing, including betting that a horse may lose, which may be accepted by a second customer.

The California Horse Racing Board (the “CHRB”) heard testimony on exchange wagering during February 2012. At its March 2012 meeting, the CHRB approved draft proposed exchange wagering regulations which were submitted for public comment. In June 2012, the CHRB decided to delay the implementation of exchange wagering stating that the regulations governing exchange wagering needed further examination. On September 20, 2012, the CHRB granted initial approval for rules governing exchange wagering subject to a public comment period. The proposed exchange wagering regulations are scheduled for an approval hearing on November 15, 2012, and would then be submitted to the Office of Administrative Law for review and final approval. Should the CHRB regulations reach final approval allowing exchange wagering, this activity may have a negative impact on our current pari-mutuel operations, including our ADW business. Furthermore, California’s approval of exchange wagering may set a precedent for other states to approve exchange wagering, creating additional risk of a negative impact on our pari-mutuel wagering business.

Internet Poker
In February 2012, Senate Bill 1463 (“SB 1463”) was introduced in the California Senate. SB 1463 provides for the licensing, regulation and taxation of all forms of Internet gaming in California, but would originally be limited to Internet poker. SB 1463 would allow gaming companies to apply for ten-year gaming licenses. The bill was not considered prior to the adjournment of the 2012 legislative session. The potential effects of SB 1463 on our business, financial condition and results of operations cannot be determined at this time.

Sports Betting
In February 2012, Senate Bill 1390 (“SB 1390”) was introduced in the California Legislature. The legislation would allow all entities currently licensed to conduct gambling activities to apply to their regulatory agency and request that sports betting be added to their list of authorized gambling options. Specifically, the legislation would require sports wagers to be made at a gambling establishment, provides that wagering charges to credit cards would not be authorized, and that the individual making the bet is required to be over 21 years of age. Indian tribes with existing casinos as well as tribes that do not currently have gaming compacts with the state would be allowed to offer sports betting on their reservations. The bill was not considered prior to the adjournment of the 2012 legislative session. The potential effects of SB 1390 on our business, financial condition and results of operations cannot be determined at this time.

Delaware
During June 2012, the Delaware Gaming Competitiveness Act of 2012 (“HB 333”) was passed by the Delaware Legislation and signed into law by Governor Markell. HB 333 enables Delaware casinos to offer a full range of legal online gambling options including Internet blackjack, poker and slots which are accessible through each casino's website and controlled centrally by the state lottery. Under the terms of HB 333, Delaware's existing racetracks will be able to offer online games via their websites. The legislation expands locations for National Football League wagering and keno. Individuals must be present in Delaware to play online games.  The potential impact of HB 333 on our business, financial condition and results of operations cannot be determined at this time.

New Jersey
Atlantic City Wagering
Senate Bill 1565 and Assembly Bill 2578 Internet Wagering at Atlantic City Casinos are proposed legislation which would authorize Internet gaming at Atlantic City casinos and provide the ability to accept wagers to be accepted from persons outside the state of New Jersey should federal law deem such activity permissible. The New Jersey horseracing industry is excluded from the bill's language and would not be able to participate as Internet providers, subcontractors, or beneficiaries of the anticipated revenue.

26


Although currently in regular session, the New Jersey Legislature has not acted on either piece of legislation since the summer. The potential impact of these bills on our business, financial condition and results of operation cannot be determined at this time.
Sports Betting
During 2011, New Jersey voters passed a non-binding referendum permitting sports betting in New Jersey. During 2012, legislation authorizing sports betting in Atlantic City casinos and at racetracks passed the House and Senate legislatures and was signed by Governor Christie. The National Football League, National Basketball Association, National Hockey League and National Collegiate Athletic Association have filed suit against the state to prohibit them from moving forward with the legislation, citing a federal ban against sports betting. The lawsuit is still pending. During October 2012, the New Jersey Division of Gaming Enforcement issued final sports betting regulations, but the Division noted that no license would be issued prior to January 2013. The potential impact of sports betting in New Jersey on our business, financial condition and results of operation cannot be determined at this time.




27


RESULTS OF CONTINUING OPERATIONS


Pari-mutuel Handle Activity

The following table sets forth, for the periods indicated, pari-mutuel financial handle information (in thousands):
 
Three Months Ended
 
 
 
 
 
Nine Months Ended
 
 
 
 
 
September 30,
 
Change
 
September 30,
 
Change
 
2012
 
2011
 
$
 
%
 
2012
 
2011
 
$
 
%
Racing and Online Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Churchill Downs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total handle
$
17,955

 
$
41,277

 
$
(23,322
)
 
(57
)%
 
$
456,877

 
$
470,317

 
$
(13,440
)
 
(3
)%
Net pari-mutuel revenues
$
2,547

 
$
4,060

 
$
(1,513
)
 
(37
)%
 
$
42,360

 
$
42,234

 
$
126

 
 %
Commission %
14.2
%
 
9.8
%
 
 
 
 
 
9.3
%
 
9.0
%
 
 
 
 
Arlington
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total handle
$
259,074

 
$
251,540

 
$
7,534

 
3
 %
 
$
521,711

 
$
500,669

 
$
21,042

 
4
 %
Net pari-mutuel revenues
$
25,495

 
$
25,554

 
$
(59
)
 
 %
 
$
55,184

 
$
54,436

 
$
748

 
1
 %
Commission %
9.8
%
 
10.2
%
 
 
 
 
 
10.6
%
 
10.9
%
 
 
 
 
Calder
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total handle
$
186,742

 
$
198,665

 
$
(11,923
)
 
(6
)%
 
$
392,789

 
$
391,955

 
$
834

 
 %
Net pari-mutuel revenues
$
21,847

 
$
22,654

 
$
(807
)
 
(4
)%
 
$
44,838

 
$
43,169

 
$
1,669

 
4
 %
Commission %
11.7
%
 
11.4
%
 
 
 
 
 
11.4
%
 
11.0
%
 
 
 
 
Fair Grounds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total handle
$
23,912

 
$
27,114

 
$
(3,202
)
 
(12
)%
 
$
240,248

 
$
246,549

 
$
(6,301
)
 
(3
)%
Net pari-mutuel revenues
$
4,925

 
$
5,299

 
$
(374
)
 
(7
)%
 
$
25,425

 
$
26,750

 
$
(1,325
)
 
(5
)%
Commission %
20.6
%
 
19.5
%
 
 
 
 
 
10.6
%
 
10.8
%
 
 
 
 
Total Racing Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total handle
$
487,683

 
$
518,596

 
$
(30,913
)
 
(6
)%
 
$
1,611,625

 
$
1,609,490

 
$
2,135

 
 %
Net pari-mutuel revenues
$
54,814

 
$
57,567

 
$
(2,753
)
 
(5
)%
 
$
167,807

 
$
166,589

 
$
1,218

 
1
 %
Commission %
11.2
%
 
11.1
%
 
 
 
 
 
10.4
%
 
10.4
%
 
 
 
 
Online Business: (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total handle
$
215,256

 
$
194,712

 
$
20,544

 
11
 %
 
$
666,459

 
$
589,802

 
$
76,657

 
13
 %
Net pari-mutuel revenues
$
42,330

 
$
39,180

 
$
3,150

 
8
 %
 
$
131,491

 
$
118,243

 
$
13,248

 
11
 %
Commission %
19.7
%
 
20.1
%
 
 
 
 
 
19.7
%
 
20.0
%
 
 
 
 
Eliminations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total handle
$
(29,859
)
 
$
(24,869
)
 
$
(4,990
)
 
20
 %
 
$
(119,687
)
 
$
(97,105
)
 
$
(22,582
)
 
23
 %
Net pari-mutuel revenues
$
(2,512
)
 
$
(2,451
)
 
$
(61
)
 
2
 %
 
$
(10,212
)
 
$
(9,081
)
 
$
(1,131
)
 
12
 %
Total:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Handle
$
673,080

 
$
688,439

 
$
(15,359
)
 
(2
)%
 
$
2,158,397

 
$
2,102,187

 
$
56,210

 
3
 %
Net pari-mutuel revenues
$
94,632

 
$
94,296

 
$
336

 
 %
 
$
289,086

 
$
275,751

 
$
13,335

 
5
 %
Commission %
14.1
%
 
13.7
%
 
 
 
 
 
13.4
%
 
13.1
%
 
 
 
 

The pari-mutuel activity above is subject to the following information:

(1)
Total handle and net pari-mutuel revenues generated by Velocity are not included in total handle and net pari-mutuel revenues from the Online Business.
  




28



Gaming Activity

The following table sets forth, for the periods indicated, statistical gaming information (in thousands, except for average daily information):
 
Three Months Ended September 30,
 
Change
 
Nine Months Ended September 30,
 
Change
 
2012
 
2011
 
$
 
%
 
2012
 
2011
 
$
 
%
Calder Casino
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gaming revenues
$
17,318

 
$
19,682

 
$
(2,364
)
 
(12
)%
 
$
57,198

 
$
60,808

 
$
(3,610
)
 
(6
)%
Slot handle
$
241,798

 
$
255,518

 
$
(13,720
)
 
(5
)%
 
$
769,873

 
$
790,264

 
$
(20,391
)
 
(3
)%
Net slot revenues
$
16,715

 
$
18,370

 
$
(1,655
)
 
(9
)%
 
$
54,760

 
$
57,074

 
$
(2,314
)
 
(4
)%
Average daily net win per slot machine
$
152

 
$
166

 
$
(14
)
 
(8
)%
 
$
165

 
$
172

 
$
(7
)
 
(4
)%
Average daily number of slot machines
1,199

 
1,202

 
(3
)
 
 %
 
1,209

 
1,213

 
(4
)
 
 %
Average daily poker revenue
$
6,555

 
$
14,264

 
$
(7,709
)
 
(54
)%
 
$
8,897

 
$
13,677

 
$
(4,780
)
 
(35
)%
Fair Grounds Slots and video poker
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gaming revenues
$
17,865

 
$
17,926

 
$
(61
)
 
 %
 
$
57,158

 
$
57,109

 
$
49

 
 %
Slot handle
$
102,766

 
$
101,240

 
$
1,526

 
2
 %
 
$
326,583

 
$
324,260

 
$
2,323

 
1
 %
Net slot revenues
$
9,776

 
$
9,576

 
$
200

 
2
 %
 
$
30,692

 
$
30,543

 
$
149

 
 %
Average daily net win per slot machine
175

 
$
166

 
$
9

 
5
 %
 
$
181

 
$
179

 
$
2

 
1
 %
Average daily number of slot machines
626

 
626

 

 
 %
 
626

 
625

 
1

 
 %
Average daily video poker revenue
$
91,919

 
$
90,761

 
$
1,158

 
1
 %
 
$
97,659

 
$
97,310

 
$
349

 
 %
Average daily net win per video poker machine
$
129

 
$
129

 
$

 
 %
 
$
134

 
$
129

 
$
5

 
4
 %
Average daily number of video poker machines
714

 
702

 
12

 
2
 %
 
730

 
753

 
(23
)
 
(3
)%
Harlow's Casino (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gaming revenues
$
12,777

 
$
12,757

 
$
20

 
 %
 
$
41,127

 
$
38,205

 
$
2,922

 
8
 %
Slot handle
$
162,042

 
$
158,059

 
$
3,983

 
3
 %
 
$
504,359

 
$
446,013

 
$
58,346

 
13
 %
Net slot revenues
$
11,672

 
$
11,648

 
$
24