Courtney Norris - Director, Corporate Communications William Carstanjen - CEO Bill Mudd - President & CFO.

Cameron McKnight - Wells Fargo Steve Altebrando - Sidoti & Company Robert Shore - Union Gaming.

Welcome to the Churchill Downs Incorporated Third Quarter Results Conference Call. (Operator Instructions). I would like to introduce your host of today’s conference, Mrs. Courtney Norris, Director of Corporate Communications. Ma'am, you may begin..

Thank you Trea. Good morning and welcome to this Churchill Downs Incorporated conference call to review the company’s business results for the third quarter ended September 30, 2014. The company’s third quarter business results were released yesterday afternoon in a news release that has been covered by the financial media.

A copy of this release announcing results and any other financial and statistical information about the period to be presented in this conference call, including any information required by Regulation G, is available at the section of the company’s website titled News located at churchilldownsincorporated.com, as well as on the website’s Investors section.

Let me also note that a news release was issued advising of the accessibility of this conference call on a listen-only basis via phone and over the Internet. As we begin, let me express that some statements made during this call will be forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are statements that include projections, expectations or beliefs about future events or results or otherwise are not statements of historical facts. The actual performance of the company may differ materially from what is projected in such forward-looking statements.

Investors should refer to statements included in reports filed by the company with the Securities and Exchange Commission for a discussion of additional information concerning factors that could cause our actual results of operations to differ materially from the forward-looking statements made in this call.

The information being provided today is of this date only and Churchill Downs Incorporated expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any changes in expectations. I will now turn the call over to our CEO, William Carstanjen..

Thanks Courtney. With me today are several members of our team including Bill Mudd, Chief Financial Officer and President, Alan Tse, our General Counsel; Mike Anderson, our Vice President of Corporate Finance, Treasury and Investor Relations; Scott Graff, our Vice President, Corporate Controller and Bob Evans, the Chairman of our Board of Directors.

I will make a few general comments about the third quarter and turn this over to our President and Chief Financial Officer, Bill Mudd. After he has finished his comments we will be happy to take your questions.

There were five developments in the third quarter that are worth recapping, first we made a few significant organizational changes during the quarter including Bill Mudd becoming President of the Company in addition to retaining his responsibilities as Chief Financial Officer.

At the same time I became CEO, after previously serving as President and COO for a number of years. And Bob Evans stepped down from the CEO role but remains Chairman of Board of Directors very much an active daily force in the company. These are important changes and certainly meaningful ones on a personal level for Bill Mudd and myself.

That said, we will continue forward with the same approach, staying discipline and the same commitment to driving growth and shareholder value. We also will continue to focus our attention on the careful allocation of capital and on cost management as we have done over the last few years.

Second development worth recapping, we repurchased 691,000 shares of common stock for $61.6 million and privately negotiated transaction. While this buyback technically happened on the very last day of the second quarter this is the first quarter where you see the results on our earnings per share.

Next we completed a transaction with the Stronach Group in July in which we leased Calder’s Casino's horse racing operations to them. We maintained full control of the Casino operation which is the attractive economic activity on the site. Satisfying the state legal requirement that we conduct raising in order to maintain (indiscernible).

As Bill Mudd will explain this reduced revenues for the quarter and created large onetime cost accounted for a significant portion of the decline in net earnings in the operations. But this transaction is a clear positive that the EBITDA line going forward were very pleased with the guidance [ph].

Before it's development we completed our application filings and testimony with respect to our New York State capital region casino bid. We do not know when the New York gaming Facility Siting Board submit it's recommendation to franchise but we’re hopeful that it will be this quarter. Worked hard on this one and we like our chances.

Finally we announced the signing this week of the transaction to acquire 25% of Saratoga Harness and our entry into a management agreement to operate Saratoga Casino and Raceway in Saratoga Springs, New York and the Saratoga Casino Black Hawk, Black Hawk, Colorado.

This transaction is a nice addition to our gaming operations further cements our bid application in the capital region and fits within our strategy of having gaming interests in states who would like to participate in internet gaming in the event such state authorizes.

These development stand for the proposition of the company will continue to look for more opportunities to put our balance sheet to work and grow and we will return capital to our shareholders and see if that makes sense to do so. With respect to our three business segments I would like to briefly highlight a few things.

For our regional gaming business, the general trends in the economy and in our specific markets remain soft and thus our focus is firmly on controlling cost and ensuring additional marketing spend.

We will continue to focus on what we have the most control over and that is operating our assets efficiently when it looks like the top line in our growth.

With respect to our online segment, had a real headwind in 2014 because of the loss in late 2013 effects online wagering [ph] and because of new taxes imposed on New York and Pennsylvania (indiscernible) activity. Those are three very important states where you can see the impact of our financials.

Comps get easier next year and we’re pleased that this segment continues to show organic [Technical Difficulty] like the gaming segment we will be keeping a close eye on the cost structure and on any further potential expenses [ph] to the taxation or regulatory environment we operate in. Fortunately we have nothing -- with respect to that.

Turning to the racing segment the Kentucky Derby follows and indeed makes known trends, those are very strong. Racing outside of the Kentucky Derby however is a very challenge for our company and the industry as a whole.

We don’t see anything on the horizon that suggests this will change consequently and be focused on the cost structure well there is creative ways like our deal. Finally since the quarter recently ended, there has been a couple of developments worth noting.

First we announced another increase in our company dividend from $0.87 per share to $1 15% increase. We have now doubled the dividends since 2011 which reflects our return cash to our shareholders when the circumstances are right.

Secondly, we announced yesterday our $4.2 million capital project for our flagship Churchill Downs Racetrack which we think will bring even more energy to our facility to Kentucky Derby region. Well bring further improvement for us. This project will be completed in time for next year's Kentucky Derby which is worth noting is now 184 days away.

And is another indication of our tremendous success in this event. Finally Forbes just named us to the list of Forbes 100 Best Small Companies in America in 2015. While the Kentucky Derby consistently makes Forbes list for the most valuable brands in sport, we have never made the best small companies list.

We were flattered to make to the list and (indiscernible) shareholders for their effort. Now I would like to turn this to Bill Mudd to provide some additional details on the quarter after that we will answer any questions. Thank you.

Bill?.

Thanks Bill. Good morning everyone, as Bill mentioned in our press release we’re pleased with our third quarter results which met our internal projections. I will take you through our segment revenue and adjusted EBITDA results first as that will help frame our total company revenue and earnings.

Our racing operation results were in-line with our expectations with revenues down 19% or $9.6 million. The good news is that the revenue loss resulted only a $0.3 million decline in adjusted EBITDA. As expected the leasing of racing operations (indiscernible) is the primary driver of the revenue decline.

Please note that we will continue to see these revenue declines related event through June of 2015. You will also notice below adjusted EBITDA $2.3 million of other charges this quarter. These onetime charges are related to the severance and other cost associated with racing operations in Colorado [ph].

In addition to these other charges our appreciation and amortization line includes $1.3 million of accelerated appreciation related to barns that we will no longer be utilizing starting January of next year.

We will incur an additional $2.3 million of accelerated depreciation in the fourth quarter taking the book value of these assets to zero as we decide the best use of the 60 acre parcel of land moving forward.

While our third quarter earnings and to a lesser extent fourth quarter earnings are negatively affected by these shutdown costs, we believe this transaction is a positive element for our long term management performance.

Earnings should continue to improve over the next few months as we close our barn areas at the end of December, 2014, consolidate buildings, cancel service contracts on elevators and escalators and alike and reduce insurance and taxes on certain assets.

Our racing adjusted EBITDA improvements from quarter lease income offset by a lower earnings and our other properties on lower mutual revenues experienced industry wide in third quarter.

Our gaming operations revenues increased slightly to $81.8 million, gains over the previous year were driven by 16 additional days of operation at Oxford that we acquired in July of 2013. On a comparable days basis Oxford increased revenues by 1% year-over-year.

Carlos is the only other gaming property that also organically grew revenues in the period also up 1%. Partially offsetting these gains was a $1.1 million decline at a Calder Casino. Approximately 700,000 of this loss is due to the exit of Poker operations at the end of June.

While Poker was not a proper product for us but it did provide another reason to play slots at our facility. We have the ability to restart poker operations beginning in July of 2015 if we determine that makes economic season to reenter that market.

Our other gaming properties experienced declines of 3% to 5% and we’re in-line with what other operators experience in those markets. From a customer perspective we continue to see a similar pattern of softness at the lower tiers of our database with more players making fewer trips at a lower win trip.

Gaming adjusted EBITDA increased $4.4 million, our share of operating income and $90 [ph] gaming and operating income is after depreciation and amortization cost added $2.6 million in the quarter and a full quarter of Oxford operations added 1.3 million.

Additionally Harlow's adjusted EBITDA improved 0.7 million from cost reductions and an improvement in table games volume and hollering [ph]. Our online business performed very well despite the reported 5% decline in revenues. There were two big drivers this year-over-year decrease. First, total wagerig on U.S.

wagering thoroughbred racing declined by 4.2% in the quarter. The bulk of the decline came in September with the industry down 10.6% on a 7% decline in the number of races. We certainly hope September was an anomaly since July and August combined was only down 1.8%.

The second driver is the continued loss of Texas resident wagering which was not surprising. As we discussed in our 10-Q, September 5th, the Fifth Circuit U.S. District Court ruled in the favor of the Texas Racing Commission in an unpublished opinion stating that we failed to approve the law (indiscernible) against out of state providers.

We think this is basically discriminatory, ease to prove and we’re evaluating our options on how to proceed. Excluding Texas Resident Wagering for 2013 online wagering handle increased 3% year-over-year compared to an industry decline of 4.2% meaning to inspire outpaced industry growth by 7.2 percentage points.

This growth rate differential is consistent with historical trends. Online business adjusted EBITDA declined by $1.9 million primarily due to the loss of Texas Resident Wagering which caused 1.7 million [ph]. In addition higher taxes and regulatory cost in New York and Pennsylvania added 0.7 million on expense.

These losses were partly offset by organic growth and fewer losses in HRTV. The impact of Texas Resident Wagering is behind us as we stopped taking wagers on September 25th last year.

We also settled our law suit with the state of Pennsylvania challenging the 10% tax on out of state ADW operators and will now be subject to same rate as instate operators.

We recognize the lowest instate rate in our third quarter 2014 reported results and filed a refund petition for the period from October 1 of last year through June 30th of 2014 totaling $1.9 million. We will recognize this refund in our income state when the cash but the lower rate will improve our results over the next nine months.

The only headwind that remains is one more quarter of New York ADW taxes which went into effect of January 1st of this year. Earlier this month's we decided to seize the operations of Luckity, our online real money bingo product.

While we were able to attract and retain customers the cost to acquire them compared to the lifetime value made the product economically unviable.

As a result of this decision we will record a non-cash impairment charge of remaining assets associated with this product in the fourth quarter totaling $3.2 million and eliminate all the spinning on this product going forward.

Our other investments adjusted EBITDA declined $1.7 million this quarter primarily related to investments that drove the company in the future. We spent $1 million on the continued development of our iGaming platform, a $900,000 increase over the previous year.

We also spent $0.4 million on the application process to win the bid for the New York Capital Region [ph] gaming license. We believe our Capital View project has a great chance of winning and hope to learn the results before year-end. Finally our United Tote business adjusted declined 0.4 million on lower service and equipment sales.

In total our third quarter total net revenues declined to 173.7 million on the lease of Calder Racing operations and a loss of Texas Online Resident Wagering. Adjusted EBITDA for the new third quarter record at 32.2 million slightly better than last year's record third quarter.

Net earnings from continuing operations for the quarter were $0.20 per share down from $0.52 prior year. The decline was driven by a number of Calder lease related items discussed below adjusted EBITDA plus the recognition of non-recurring Illinois Horse Racing Equity Trust Fund proceeds in the prior year.

With that I will turn it Bill Carstanjen who will take any questions you may have.

Bill?.

Thanks Bill. Trea I think we’re ready to open it up for questions..

(Operator Instructions). Our first question comes from the line of Cameron McKnight of Wells Fargo. Your line is now open..

A question on leverage, you got one asset that’s we think no one else in regional gaming has which is low leverage and relatively free balance sheet.

How are you thinking about the balance sheet and uses of capital and capital work sense going forward?.

The way we think about it, we don’t wake up every morning saying that we have an ideal leverage in mind. We look at opportunities and obviously we have the ability to take some swings and obviously there are a lot of factors that go into place when you think about leverage of the company.

When we think about it ultimately it depends on where you’re going to use the money on and how long the tender is on the debt and when that debt will be due. The last thing we want to do is find ourselves in a position where we’re heavily levered and we would refinance in a market, in a debt market like we saw in 2008 and 2009.

So beyond that I really can't make much more comment, I mean you’ve seen that we have purchased shares back when it made sense, you see that we continued to raise the dividend and have doubled the dividend since 2011 and that’s how the management team things we do acquisitions that makes sense and we pass on acquisitions that don’t make sense.

So that’s kind of how we think about it..

And then the new suites you’ve announced next year at Churchill Downs, how should we think about the potential impact there?.

Yes the suites are going to create a whole new dynamic for our owners. I think it's going to create a much better television product because it's going to have all the connections of the owners and a nice easy to view format for television as well as for patrons that come to the race track.

In terms of the profitability on that, I think there is a multiple-year view of how we’re going to get that return but overall I would say we think about the derby in five year increments, not one year increments. But it's going to be a positive for us..

I would add to that anytime we consider our capital project for Churchill Downs race track you of course have to think of and focus on the customer improvement and the customer experience and aesthetics of what we’re doing but we don’t do these things unless they are also going to generate a positive economic return..

(Operator Instructions). Our next question comes from the line of Steve Altebrando of Sidoti & Company. Your line is now open..

I believe there is a $1 million of expenses associated with the online casino platform.

Just wondering how optimistic you’re at this point on generating and ROI, and then are those costs kind of -- are they one time in nature in terms of building a platform or do they really reflect more operating expenses associated with it?.

In order to be ready for online gaming as it's go state by state and to us the way the environment looks for the near term and the mid-term it looks it's a state by state series of decisions and in order to be ready for that you’ve to start well in advance.

So we will watch the legislative sessions across a number of states next year to see where the issue is hiding and where that might be activity. But we can't control to win the states if and when the states actually have some form of online real money wagering.

However to be ready for it we needed to start when we did, so we put forth the opportunity to build a world class platform that compete effectively as the laws in the country do change.

The cost right now being incurred are largely to produce the platform, there are investments necessary to produce the platform that takes a period of time to get that ready and then those people might get redeployed in other projects and other activities but the platform itself will be complete..

Okay and then in terms of Calder and the seasonality of the race track I'm referring to, I believe historically first of the year was weakest and second was strongest.

So is it reasonable to expect that why you’re probably getting impacted from an EBITDA basis in the second half that the reverse should be the case in first half '15?.

I'm not sure I completely understand your question, let me maybe take a different tact at how to think about this. Starting in July of last year Steve I think you’re bearing the burden of having a lot of historical knowledge.

Starting in July of last year we ran head to head against (indiscernible) park and ran basically year around from July of last year through June of this year. So I think all the quarters were relatively consistent.

I think the third quarter of this year we had obviously some time where we had employees in the books where we were paying them and we weren't really utilizing them because we had notification periods. Certainly had people hanging around to get the operations closed down and transferred.

Clearly experienced onetime severance cost and will incur some accelerated write-down of assets that will no longer be utilizing and then part of our deal with the Stronach Group there is other pieces to the deal that take affect later.

So for example the barns, we’re keeping open on the back side which has a significant amount of expense through the end of this year, that goes all the way to January 1st and there is other parts of the agreement with the Stronach Group that don’t take effect until January of next year.

So you will see more of this bleed in overtime of the agreement with Stronach Group, that answers your question..

Okay and then just lastly the sequential decline in EBITDA in Miami Valley, it looks like the revenue trends based on online the state gaming trends was not that much of a sequential change in revenue but there was sequential drop in EBITDA.

So I was just wondering if there was anything onetime in the quarter that impact Miami Valley?.

Yes there are a couple of onetime items, we made a payment through the country for as part of the agreement when we got the license that kind of wrapped up. You did see that timber revenues were down with the (indiscernible).

We have declined the whole market declines, when you look at the delta between how much we have declined versus what they declined.

I think the impact from that asset was less than we expected, but it's still early, so far we feel very optimistic and certainly within range and better than we had expected when they would open but yes there were a couple of onetime items..

Thank you. And our next question comes from the line of Robert Shore of Union Gaming. Your line is open..

I had a question on Illinois, with the Governor's Race coming up I mean how could a new Governor kind of change the political dynamics in that market? It kinds of long term thoughts on gaming expansion in Illinois and if it does come to fruition -- along their park uses..

So the Governor's Race is a fairly tightly contested race, the election is next week or the week thereafter it's coming right up.

Governor Quinn of course historically was not supportive of further expansion of gaming in the state but over the last year the discussions have become much more focused with him and we felt better and better about it as we and the industry as a whole addressed some of the concerns he was raising.

With respect to a change in the Governorship, we feel the issue of expanded gaming in Illinois, it's just the complex issue. I mean both candidates have made comments to suggest they are very open to it but they are tied up in other issues.

Community support, also there is always the issue of the City of Chicago and their needs and their requests for gaming bill.

So I would say if you look at Illinois and you contrast it with say, Kentucky, Illinois is a much more complex jurisdiction where the issue of expanded gaming just is tied up with other issues that are important and going on in the state at any point in time.

So, I would say that regardless of the election results for -- come about from next week's election we will be lock and loaded to work this issue going forward in the next legislative session and there is cause for optimism and then there is cause for caution as we think through all the other issues that will come into play.

Longer term, we have a valuable asset with Arlington Park continue to work it for expanded gaming but we will constantly look to serve for the best interest of the company long term. So that’s our responsibility as a public company. So long term we will evaluate our options as we have to and as they come about. We’re very open minded long term.

Short term we will continue to push really hard to expand gaming..

Thank you and at this time I'm showing no further participants in the queue. I would like to turn the call back over to management for any closing remarks..

Thanks everyone. I don’t think we have any further closing remarks. So thanks for your time and we will talk to you next time..

Ladies and gentlemen thank you for your participation on today's conference. This concludes the program. You may now disconnect. Everyone have a great day..