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Churchill Downs Incorporated Reports 2012 Third-Quarter Results



Churchill Downs Incorporated Reports 2012 Third-Quarter Results

  * Revenues of $164.9 million declined 1% compared to 2011's third-quarter
    record high due to fewer live race days at Churchill Downs Racetrack
  * EBITDA was $21.3 million, the second highest all-time third-quarter EBITDA

LOUISVILLE, Ky., Nov. 5, 2012 (GLOBE NEWSWIRE) -- Churchill Downs Incorporated
("CDI" or the "Company") ( Nasdaq:CHDN) today, Nov. 5, 2012, reported results
for the third quarter and nine months ended Sept. 30, 2012.

Net revenues from continuing operations for the third quarter of 2012 declined
1%, or $1.5 million, to $164.9 million compared to the same period of the
prior year. Third quarter EBITDA (earnings before interest, taxes,
depreciation and amortization) declined to $21.3 million, from $43.0 million,
during the third quarter of 2011. Net earnings from continued operations for
the period were $6.0 million, or $0.34 per diluted common share, a decrease of
70% from net earnings from continued operations of $19.7 million, or $1.16 per
diluted common share, during the third quarter of 2011. The decline in EBITDA
and net earnings was predominately the result of the $19.3 million in Illinois
Horse Racing Equity Trust Fund payments that were received in the third
quarter of 2011.

Online Business (consisting of Twinspires.com, Luckity.com, Velocity and the
Company's equity investment in HRTV) net revenues for the third quarter
increased 9% over the same period of the prior year to $45.6 million. CDI's
online wagering company, TwinSpires.com, reported a handle increase of 10.6%,
or $20.5 million, compared to 2.2% growth of total U.S. thoroughbred industry
wagering for the same period, according to Equibase.com.

Despite growth in TwinSpires.com revenue and handle, third-quarter Online
Business EBITDA declined $0.8 million, or 8%, primarily due to $1.0 million of
expenditures related to the launch of the Company's new real money gaming
site, Luckity.com, and the continuation of spending on the development of an
exchange wagering platform; increased losses of $0.4 million from our equity
investment in horseracing television network HRTV; and severance and other
non-recurring costs of $0.6 million.

Racing Operations revenues decreased 6%, or $3.9 million, due to three fewer
racing days at Churchill Downs Racetrack and weather-related cancellations at
Calder Race Course. Racing Operations EBITDA decreased $19.5 million, due to
the impact of recognizing $19.3 million from the Illinois Horse Racing Equity
Trust Fund along with recognition of insurance proceeds net of losses of $0.6
million during 2011's third quarter. Partially offsetting these prior year
items were EBITDA improvements as operating efficiencies from cost control
measures more than offset the fewer live race days and weather-related
cancellations.

Gaming revenues decreased $2.4 million, or 5%, during the quarter largely due
to continued competition in the South Florida market and the closure of the
Company's casino and video poker operations in New Orleans for five days in
September as the result of Hurricane Isaac. Gaming EBITDA decreased $1.1
million driven primarily by revenue losses at Calder Casino.

CDI Chairman and Chief Executive Officer Robert L. Evans said the Company made
a lot of progress building its portfolio of growth opportunities in the third
quarter and in the few weeks since.

"We hope to see the revenue and EBITDA growth impact of these new
opportunities starting in the fourth quarter of this year, and into 2013 and
2014, including our decision to proceed with construction of our joint venture
casino project near Lebanon, Ohio; the completion of the acquisition of
Riverwalk Casino Hotel; the launch of the real-money gaming site, Luckity.com;
and significant progress on the $15 million renovation and rebuilding of
Harlow's following the 2011 Mississippi River flood which we expect to
complete by year-end."

"We are also pleased with the construction progress at Churchill Downs
Racetrack including the new ultra-luxury area known as The Mansion, which is
93% sold or committed under 3 to 7 year contracts, and the new Paddock Plaza
area that will add over 200 upper-price-range seats to our inventory for
various big events next year including the Kentucky Derby, the Kentucky Oaks
and our night racing and other events," Evans said.

A conference call regarding this news release is scheduled for Tuesday, Nov.
6, 2012, at 9 a.m. ET. Investors and other interested parties may listen to
the teleconference by accessing the online, real-time webcast and broadcast of
the call at www.churchilldownsincorporated.com or www.earnings.com, or by
dialing (877) 372-0878 and entering the pass code 59454442 at least 10 minutes
before the appointed time. International callers should dial (253) 237-1169. A
copy of the Company's news release announcing quarterly results and relevant
financial and statistical information about the period will be accessible at
www.churchilldownsincorporated.com.

In addition to the results provided in accordance with U.S. Generally Accepted
Accounting Principles ("GAAP"), the Company has provided a non-GAAP
measurement, which presents a financial measure of earnings before interest,
taxes, depreciation and amortization ("EBITDA"). Churchill Downs Incorporated
uses EBITDA as a key performance measure of results of operations for purposes
of evaluating performance internally. The Company believes 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. This non-GAAP measurement is not intended to replace the presentation
of the Company's financial results in accordance with GAAP.

ABOUT CHURCHILL DOWNS INCORPORATED

Churchill Downs Incorporated (CDI) (Nasdaq:CHDN), headquartered in Louisville,
Ky., owns and operates the world-renowned Churchill Downs Racetrack, home of
the Kentucky Derby and Kentucky Oaks, as well as racetrack and casino
operations and a poker room in Miami Gardens, Fla.; racetrack, casino and
video poker operations in New Orleans, La.; racetrack operations in Arlington
Heights, Ill.; a casino resort in Greenville, Miss.; as well as a casino hotel
in Vicksburg, Miss.; CDI also owns the country's premier advance-deposit
wagering company, TwinSpires.com; the totalisator company, United Tote;
Luckity.com, where people can legally play fun games online for a chance to
win cash prizes; Bluff Media, an Atlanta-based multimedia poker content, brand
and publishing company; and a collection of racing-related telecommunications
and data companies. Information about CDI can be found online at
www.churchilldownsincorporated.com.

Information set forth in this news release 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 news release 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 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, as modified by Part II – Item 1A, "Risk
Factors" of this Quarterly Report on Form 10-Q.

CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
for the three months ended Sept. 30, 2012 and 2011
(Unaudited) (In thousands, except per share data) 
                                                                       
                                                  Three Months Ended
                                                  Sept. 30,
                                                  2012      2011      % Change
Net revenues                                                           
Racing                                             $ 62,919  $ 66,776 (6)
Gaming                                             49,493    51,922   (5)
Online                                             45,593    42,015   9
Other                                              6,872     5,636    22
                                                   164,877   166,349  (1)
Operating expenses                                                     
Racing                                             61,953    65,154   (5)
Gaming                                             37,891    39,051   (3)
Online                                             32,190    30,584   5
Other                                              6,793     5,335    27
Selling, general and administrative expenses       18,237    16,753   9
Insurance recoveries, net of losses                --        (615)    U
Operating income                                   7,813     10,087   (23)
                                                                       
Other income (expense):                                                
Interest income                                    31        116      (73)
Interest expense                                   (873)     (1,576)  (45)
Equity in losses of unconsolidated investments     (471)     (467)    1
Miscellaneous, net                                 569       19,934   (97)
                                                   (744)     18,007   U
Earnings from continuing operations before         7,069     28,094   (75)
provision for income taxes
Income tax provision                               (1,096)   (8,374)  (87)
Earnings from continuing operations                5,973     19,720   (70)
Discontinued operations, net of income taxes:                          
Earnings from operations                           --        60       U
Net earnings and comprehensive income              $ 5,973   $ 19,780 (70)
                                                                       
Net earnings per common share data:                                    
Basic                                                                  
 Earnings from continuing operations               $ 0.34    $ 1.17   (71)
 Discontinued operations                           --        --       --
 Net earnings                                      $ 0.34    $ 1.17   (71)
                                                                       
Diluted                                                                
 Earnings from continuing operations               $ 0.34    $ 1.16   (71)
 Discontinued operations                           --        0.01     U
 Net earnings                                      $ 0.34    $ 1.17   (71)
                                                                       
Weighted average shares outstanding:                                   
Basic                                              17,130    16,858    
Diluted                                            17,575    16,974    
                                                                       
U: >100% unfavorable      F: >100% favorable                           

 
CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
for the nine months ended Sept. 30, 2012 and 2011
(Unaudited) (In thousands, except per share data)
                                                                       
                                                Nine Months Ended
                                                Sept. 30,
                                                2012       2011       % Change
Net revenues                                                           
Racing                                           $ 253,541  $ 246,858 3
Gaming                                           160,200    160,468   --
Online                                           142,330    125,344   14
Other                                            17,818     14,919    19
                                                 573,889    547,589   5
Operating expenses                                                     
Racing                                           200,425    202,755   (1)
Gaming                                           117,122    118,690   (1)
Online                                           95,266     85,800    11
Other                                            19,368     15,192    27
Selling, general and administrative expenses     54,506     51,453    6
Insurance recoveries, net of losses              (6,514)    (1,010)   F
Operating income                                 93,716     74,709    25
                                                                       
Other income (expense):                                                
Interest income                                  84         240       (65)
Interest expense                                 (3,078)    (7,497)   (59)
Equity in losses of unconsolidated investments   (1,255)    (423)     U
Miscellaneous, net                               639        23,549    (97)
                                                 (3,610)    15,869    U
Earnings from continuing operations before       90,106     90,578    (1)
provision for income taxes
Income tax provision                             (34,203)   (34,054)  --
Earnings from continuing operations              55,903     56,524    (1)
Discontinued operations, net of income taxes:                          
(Loss) earnings from operations                  (1)        61        U
Gain on sale of assets                           --         157       U
Net earnings and comprehensive income            $ 55,902   $ 56,742  (1)
                                                                       
Net earnings per common share data:                                    
Basic                                                                  
 Earnings from continuing operations             $ 3.24     $ 3.36    (4)
 Discontinued operations                         --         0.01      U
 Net earnings                                    $ 3.24     $ 3.37    (4)
                                                                       
Diluted                                                                
 Earnings from continuing operations             $ 3.20     $ 3.34    (4)
 Discontinued operations                         --         0.01      U
 Net earnings                                    $ 3.20     $ 3.35    (4)
                                                                       
Weighted average shares outstanding:                                   
Basic                                            17,004     16,555     
Diluted                                          17,465     16,939     
                                                                       
 U: >100% unfavorable      F: >100% favorable                          

 
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the three months ended Sept. 30, 2012 and 2011
(Unaudited) (In thousands)
                                                                       
                                                Three Months Ended
                                                Sept. 30,
                                                2012       2011       % Change
                                                                       
Net revenues from external customers:                                  
 Churchill Downs                                 $ 3,873    $ 6,148   (37)
 Arlington                                       30,578     30,875    (1)
 Calder                                          22,633     23,673    (4)
 Fair Grounds                                    5,835      6,080     (4)
 Total Racing Operations                         62,919     66,776    (6)
 Calder Casino                                   17,841     20,251    (12)
 Fair Ground Slots                               10,109     9,880     2
 VSI                                             8,089      8,350     (3)
 Harlow's Casino                                 13,454     13,441    --
 Total Gaming                                    49,493     51,922    (5)
 Online Business                                 45,593     42,015    9
 Other Investments                               6,543      5,583     17
 Corporate                                       329        53        F
 Net revenues from external customers            $ 164,877  $ 166,349 (1)
                                                                       
Intercompany net revenues:                                             
 Churchill Downs                                 $ 151      $ 381     (60)
 Arlington                                       1,758      1,468     20
 Calder                                          554        582       (5)
 Fair Grounds                                    11         21        (48)
 Total Racing Operations                         2,474      2,452     1
 Online Business                                 233        186       25
 Other Investments                               824        638       29
 Eliminations                                    (3,531)    (3,276)   (8)
 Intercompany net revenues                       $ --       $ --      --
                                                                       
Reconciliation of Segment EBITDA to net                                
earnings :
 Racing Operations                               $ 1,243    $ 20,789  (94)
 Gaming                                          12,029     13,148    (9)
 Online Business                                 8,986      9,818     (8)
 Other Investments                               421        782       (46)
 Corporate                                       (1,398)    (1,540)   (9)
 Total EBITDA                                    21,281     42,997    (51)
 Depreciation and amortization                   (13,370)   (13,443)  (1)
 Interest income (expense), net                  (842)      (1,460)   (42)
 Income tax provision                            (1,096)    (8,374)   (87)
 Earnings from continuing operations             5,973      19,720    (70)
 Discontinued operations, net of income taxes    --         60        (100)
 Net earnings and comprehensive income           $ 5,973    $ 19,780  (70)
                                                                       
U: >100% unfavorable      F: >100% favorable                           

 
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the nine months ended Sept. 30, 2012 and 2011
(Unaudited) (In thousands)
                                              Nine Months Ended
                                              Sept. 30,
                                              2012       2011       % Change
                                                                     
Net revenues from external customers:                                
 Churchill Downs                               $ 109,297  $ 104,558 5
 Arlington                                     62,802     62,273    1
 Calder                                        47,374     45,753    4
 Fair Grounds                                  34,068     34,274    (1)
 Total Racing Operations                       253,541    246,858   3
 Calder Casino                                 58,908     62,574    (6)
 Fair Ground Slots                             31,726     31,510    1
 VSI                                           26,466     26,566    --
 Harlow's Casino                               43,100     39,818    8
 Total Gaming                                  160,200    160,468   --
 Online Business                               142,330    125,344   14
 Other Investments                             17,012     14,657    16
 Corporate                                     806        262       F
 Net revenues from external customers          $ 573,889  $ 547,589 5
                                                                     
Intercompany net revenues:                                           
 Churchill Downs                               $ 4,419    $ 3,993   11
 Arlington                                     3,810      3,160     21
 Calder                                        1,150      1,129     2
 Fair Grounds                                  833        799       4
 Total Racing Operations                       10,212     9,081     12
 Online Business                               669        601       11
 Other Investments                             2,646      1,397     89
 Eliminations                                  (13,527)   (11,079)  (22)
 Intercompany net revenues                     $ --       $ --      --
                                                                     
Reconciliation of Segment EBITDA to net earnings:                    
 Racing Operations                             $ 55,094   $ 67,116  (18)
 Gaming                                        51,856     43,479    19
 Online Business                               31,946     28,671    11
 Other Investments                             (13)       1,217     U
 Corporate                                     (4,968)    (1,329)   U
 Total EBITDA                                  133,915    139,154   (4)
 Depreciation and amortization                 (40,815)   (41,319)  (1)
 Interest income (expense), net                (2,994)    (7,257)   59
 Income tax provision                          (34,203)   (34,054)  --
 Earnings from continuing operations           55,903     56,524    (1)
 Discontinued operations, net of income taxes  (1)        218       (100)
 Net earnings and comprehensive income         $ 55,902   $ 56,742  (1)
                                                                     
 U: >100% unfavorable      F: >100% favorable                        

 
CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION BY OPERATING UNIT
for the three and nine months ended Sept. 30, 2012 and 2011
(Unaudited) (In thousands)
                                                                 
                                 Three Months Ended    Change
                                 Sept. 30,
Management fee (expense) income: 2012       2011       $        %
Racing Operations                 $ (2,935)  $ (2,830)  $ 105   4
Gaming                            (2,116)    (2,053)    63      3
Online Business                   (1,929)    (1,659)    270     16
Other Investments                 (280)      (595)      (315)   (53)
Corporate                         7,260      7,137      (123)   2
Total management fees             $ --       $ --       $ --     -- 
                                                                 
                                 Nine Months Ended     Change
                                 Sept. 30,
Management fee (expense) income: 2012       2011       $        %
Racing Operations                 $ (9,543)  $ (8,820)  $ 723   8
Gaming                            (5,804)    (5,540)    264     5
Online Business                   (5,159)    (4,349)    810     19
Other Investments                 (658)      (951)      (293)   (31)
Corporate                         21,164     19,660     (1,504) 8
Total management fees             $ --       $ --       $ --     -- 

 
CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the nine months ended Sept. 30, 2012 and 2011
(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

 
CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
As of Sept. 30, 2012, and Dec. 31, 2011
(Unaudited) (In thousands)
                                                         Sep. 30,   Dec. 31,
                                                         2012       2011
ASSETS                                                               
Current assets:                                                      
Cash and cash equivalents                                 $ 29,999   $ 27,325
Restricted cash                                           44,985     44,559
Accounts receivable, net                                  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     274,622    260,199
shares issued at December 31, 2011
Retained earnings                                         379,733    323,831
Total shareholders' equity                                654,355    584,030
Total liabilities and shareholders' equity                $ 939,190  $ 948,022

CONTACT: Courtney Yopp Norris
         (502) 636-4564
         Courtney.Norris@kyderby.com
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