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spk19: These statements involve a number of risks and uncertainties that could cause actual results to differ materially. All forward-looking statements should be considered in conjunction with the cautionary statements in our earnings release and the risk factors included in our filings with the SEC, specifically the most recent report on Form 10-K. Any forward-looking statements that we make are based on assumptions as of today, and we undertake no obligation to update these statements as a result of new information or future events. During this call, we will present both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP measures is included in today's earnings press release. The press release and Form 10-K are available on our website at ChurchillDownsIncorporated.com. And now, I'll turn the call over to our Chief Executive Officer, Mr. Bill Carstangen.
spk02: Thanks, Nick. Good morning, everyone. With me today are several members of our team, including Bill Mudd, our President and Chief Operating Officer, Marcia Dahl, our Chief Financial Officer, and Brad Blackwell, our general counsel. I will share some high-level thoughts on several strategic topics, and then Marcia will walk through our results and provide an update on our capital management strategy. After she finishes, we will take your questions. Over the course of 2022, we accomplished numerous key strategic and operational objectives and positioned the company for growth in 2023 and beyond. We delivered record net revenue of over $1.8 billion and record adjusted EBITDA of $764 million. We have very high expectations for 2023 as well, but first I will touch on a few important highlights regarding 2022. We held a very successful Kentucky Derby, setting records for virtually every material metric. We completed the P2E transaction, the largest acquisition in our company's history. We expanded our HRM business into three new states, Virginia, New Hampshire, and Louisiana. We opened Turfway Park, our new HRM entertainment venue in Northern Kentucky. We completed two other strategic acquisitions, Ellis Park in Western Kentucky and Chasers in New Hampshire. We signed an agreement to purchase Exacta Systems. We completed the sale of the excess land at Calder. And we have several significant strategic organic investments in process to accelerate our future growth. Through all of these initiatives, we still maintain one of the strongest balance sheets in the industry. In summary, we had a productive 2022, but our focus is now on executing on our growth objectives for 2023, 2024, and beyond. Let's discuss the strategic update since our last earnings call. First, we have made significant progress on our projects at Churchill Downs Racetrack in preparation for the upcoming 149th Kentucky Derby. Our first-turn experience is almost complete. The structure is the size of a typical soccer stadium with more than 7,300 permanent seats located on the first turn of our iconic racetrack. The scope of this complex is stunning the first time you see it, and it forever changes the personality of this portion of our venue, which historically had been dominated by a series of temporary structures and back of house infrastructure. Our guests will experience it for the first time at this year's Derby in early May. Ticket sales have been very strong, but it is not yet sold out. We expect it will be. We have also made significant progress on the Patek project. This is a transformative project for Turtledown's racetrack, the most significant in decades, and will create a variety of new and innovative guest experiences while at the same time improving the views and ambiance for every single guest who enters our historic venue through the front gates. Our goal is to introduce a level of transformation and grandeur that will surpass any facility anywhere in the world. We remain on course to complete this project for the 150th Derby in May 2024. This effort epitomizes a core strategic initiative of our company to invest and grow the scale and profitability of the Kentucky Derby. The 149th Kentucky Derby will be run on May 6th this year. and we will ensure that it is a special event as it always is for everyone, despite some of the construction that will still be underway on the paddock area. We have a good plan. We aren't concerned about any materially negative impact to this year's Derby. If you haven't yet bought your tickets for this year, we encourage you to do so. The demand is extremely strong. Second, since our last earnings call, We closed the P2E acquisition on November 1st, acquiring Colonial Downs Racetrack and its six operating HRM venues in Virginia. We also acquired Del Lago Resort and Casino in New York and Hard Rock Hotel and Casino in Sioux City, Iowa. The acquisition also includes two HRM properties under construction in Dumfries and Emporia, Virginia, and up to three additional HRM venues we can pursue in the state. In addition, we assumed P2E's joint venture relationship with Urban One to potentially build a full casino in Richmond, Virginia upon the legislature permitting Richmond to proceed with a referendum. The P2E acquisition expands our company significantly and also provides us with material growth opportunities in the HRM and casino segments beyond the venues currently in operation. HRMs are a key strategic focus over the next five to 10 years for our company. as we seek to expand our existing footprint. We have developed high growth, high margin investments in this segment with excellent returns on capital, and we will seek to build on that track record in Virginia, New Hampshire, Kentucky, and perhaps beyond. In Virginia, we are constructing the Rosie's Emporia HRM venue in the southern portion of the state. This is a 150-unit facility that is on track to be completed in the third quarter of 2023. In addition, we are building a significantly larger HRM facility in Dumfries, which is located in Northern Virginia, around 30 miles south of Washington, D.C., directly off of Interstate 95. This is an extremely important project because of the long-term potential given its proximity to the population in the Washington, D.C., and Northern Virginia area. At the same time, we are identifying additional locations that are candidates for our remaining HRM entertainment venues. After finding suitable locations, we are required to run successful referendums in the relevant localities. We will share more on our Virginia plans and later earnings calls. With respect to every HRM venue under construction or that we subsequently pursue, we will build upon the lessons learned from our successful developments and operations in Kentucky. We expect to continue our positive momentum in Kentucky in 2023 with the completion of the Derby City gaming floor expansion and new hotel by the end of the second quarter and with the opening of the Derby City Gaming downtown HRM Entertainment venue in downtown Louisville in the fourth quarter of 2023. In western Kentucky, we are deep into the design phase of our HRM facility in Owensboro and are excited to tap into this new market. We will also be investing modest levels of additional capital into the Thoroughbred Racetrack infrastructure and HRM facility at Ellis Park. As you are aware, we have an additional HRM extension opportunity associated with our Oak Grove license that we will explore deploying and discuss in subsequent earnings call if and when we decide to pursue a location. In New Hampshire, we are developing plans to construct a property in Salem that will create a significant number of jobs and will also provide support to many local charities serving the surrounding communities. As I've discussed before, New Hampshire has a unique structure for HRMs in which most of the excise taxes that we pay are contributed directly to charities at our direction. We will provide a more fulsome update on our progress for this project on future earnings calls. We expect this venture to be a significant contributor to our HRM segment, and the planning process is one in which we are heavily engaged, even if we are not ready today to provide more specifics. Since our last earnings call, we announced our entry into a definitive agreement to acquire Exacta Systems, a leading provider of HRM central determinant system technology. Integrating the Exacta business into our company will enable us to ensure that continued investment is made in the Exacta technology to improve its reliability and cost structure, as well as the game themes available on the system. All attributes that are important to the ongoing success of our Virginia and New Hampshire HRM operations and those of Xacta's other customers that we will continue to serve. We expect that acquiring Xacta will greatly improve our own operations in Virginia and New Hampshire. It is worth noting that our Kentucky HRM operations are serviced by another central determinant technology provider, and we remain very happy with the performance and quality of that technology and vendor at this time. The closing of the exactor transaction is dependent on satisfying various closing conditions, including state regulatory approvals, and we do not have a date to announce at this time. Turning to our online operations, in 2022, we pivoted out of the online sports and casino business, and our team did a nice job of carefully planning our exit while maintaining the retail sports operations in our gaming facilities. We also pivoted towards a B2B strategy of integrating parimutuel wagering on horse racing directly into the online sports wagering platforms through our suite of technology and operational capabilities. We remain fully committed to growing our Twin Spires horse racing B2C business while also pursuing our B2B model. We believe that wagering on horse racing will expand in the coming years as millions of sports betting customers are introduced to the sport online. Twinspires.com will continue to be a destination for more serious horse players who want a comprehensive parimutuel-centric experience. And finally, last week on February 15th, we completed the sale of the Arlington Park Racetrack property to the Chicago Bears for $197 million. We deferred the federal taxes related to the gain on the sale using qualifying 1031 exchange transactions. In summary, 2022 was a tremendous year for our company with record financial results. We are well positioned for ongoing growth in the coming years, fueled by our acquisition of the P2E assets and by the organic investments that we are making in our iconic asset, Churchill Downs Racetrack, our HRM projects in numerous states, and our Terre Haute project in Indiana, all of which collectively will drive a material increase in adjusted EBITDA and free cash flow in 2023, 2024, and beyond. Our overreaching objective is to pursue what we have demonstrated we are good at, growing the Kentucky Derby, developing Greenfield and organic opportunities, as well as executing acquisitions that fit our profile, all of which allow us to grow our company while maintaining one of the best balance sheets in the industry. We have a great group of leaders and team members who have helped to deliver these results and are building our business to create the best possible total shareholder return for our investors over the long term. We would like to extend a special welcome to Andrea Carter, who joined our board of directors in the fourth quarter. Andrea brings a broad set of experiences to our board, including deep knowledge of public company compensation and human capital best practices. We are grateful that she has chosen to join our company. With that, I'll turn the call over to Marcia, and then we will take your questions. Marcia?
spk12: Thanks, Bill, and good morning, everyone. As Bill shared, we delivered record revenue and record adjusted EBITDA for the year. Excluding 2020, we have delivered record revenue and record adjusted EBITDA from continuing operations every year since 2016. I'll start with a few insights on these financial results and provide some initial thoughts on 2023. I will then provide an update on capital management. First, as Bill discussed, we completed the P2E acquisition on November 1, 2022. The acquisition of six new HRM properties in Colonial Downs Racetrack in Virginia, the Del Lago Gaming Property in New York, and the Hard Rock Iowa Gaming Property contributed $109 million of net revenue and $48 million of adjusted EBITDA in the fourth quarter. The addition of these properties will clearly create step function growth in our financials in 2023 as we realize the benefits of a full year of this acquisition. In 2023, we will also expect to begin to realize the benefits of the enhancements our team will be making to the HRM properties in Virginia. Over the longer term, we expect to realize additional benefits to these properties from the acquisition of Exacta. Second, we also continued our HRM expansion in Kentucky at our existing HRM properties and at our new properties. We saw strong growth from our Oak Grove HRM facility as we continued to penetrate the southwestern Kentucky and Nashville, Tennessee market. Our team at Derby City Gaming also delivered good growth in 2022 despite some disruption from our gaming floor expansion and hotel build-outs. We will have continued growth in 2023 and beyond from these properties. We also expect to layer on growth from the addition of our Turfway Park HRM property that we opened in September, the addition of the Derby City Gaming Downtown property in the city of Louisville, and longer term from our Ellis Park and Owensboro, Kentucky HRM properties, as well as our Tasters HRM and Table Game facility in Salem, New Hampshire. Third, we celebrated Derby Week on the first Saturday in May with full capacity for the first time since the pandemic, which drove a record level of adjusted EBITDA at very desirable margins for Churchill Downs Racetrack. Based on the addition of the first turn experience and expected growth in sponsorships and other Derby Week economics, we expect 2023 adjusted EBITDA for Churchill Downs Racetrack overall to grow $10 to $15 million. Fourth, in 2022, we pivoted out of the online sports and casino business, and our team did a nice job of carefully working to quickly exit all of the states we could while maintaining the retail sports operations in our gaming facilities. This strategic decision resulted in an improvement of $40 million year over year in our adjusted EBITDA related to our online sports and casino business. Said another way, we ended up with a nominal loss of a million dollars of adjusted EBITDA for our combined retail and online sports and casino business in 2022. Looking forward to 2023, we would expect to continue to generate a reasonable return in the high single digits from our retail sports operations with nominal impact from our remaining online sports business. Fifth, regarding our Twin Spires horse racing business, as we expected, a portion of our casual patrons returned to wagering at brick-and-mortar facilities instead of wagering online compared to the prior year. Therefore, our Twin Spires horse racing business generated lower parimutuel handle in 2022 and therefore also lower adjusted EBITDA. Although the final numbers are not available yet for 2022, we estimate that 52% of all wagers on U.S. thoroughbred racing in 2022 were placed online, which is still up significantly from 2019 when approximately 40% of all wagers were online. Despite a slight decline in adjusted EBITDA, we're pleased with the strong margins that this business delivered in 2022 when we compare it to 2019, with adjusted EBITDA up 37% and margins growing by more than a point to 28%. And last, regarding our gaming business, all of our regional gaming properties except our Mississippi and Pennsylvania properties grew adjusted EBITDA in 2022 compared to 2021. Our same-store wholly-owned casinos generated an incremental $51 million, a 33% growth in adjusted EBITDA compared to 2019. Our 2022 same-store wholly-owned casino margins were down two points compared to 2021. However, our margins on the same basis were up nearly seven points compared to 2019. Regarding our equity investments, both River Sus Plains and Miami Valley Gaming delivered record revenue and record adjusted EBITDA for 2022, reflecting the expansions at both of these properties last year. Although the fourth quarter was softer for our regional gaming properties, Due to weather-related challenges in December and some lingering economic concerns, we have had a very strong start to the year, especially during the month of January. However, it is difficult to draw any definitive conclusions from these early trends. Overall, we are very pleased with the results that our team has delivered in 2022, and we believe we are very well positioned to continue to grow in 2023. Turning to capital management, We generated $461 million of free cash flow in 2022, up $41 million over the prior year, primarily as a result of the strong cash flow generated from our businesses. Regarding maintenance capital, we spent $50 million in 2022 and expect to spend $75 to $95 million in 2023. The increase in maintenance capital for 2023 is driven by the addition of our Virginia, New York, Iowa, and Ellis Park properties, maintenance projects anticipated at Churchill Downs Racetrack in preparation for the 150th Kentucky Derby, and incremental maintenance projects at our regional gaming facilities. Regarding project capital, we spent $373 million in 2022 and expect to spend between $575 and $675 million in 2023. Regarding share repurchases, we repurchased approximately $147,000 in the fourth quarter at an average share price of approximately $204 per share, reflecting our belief in the long-term value of our shares. At the end of December 2022, our bank covenant leverage was 4.2 times. Our leverage increased as a result of the P2E acquisition closing on November 1st of last year. Based on the expected closing of our acquisition of Exacta and our capital investments, we expect our bank covenant net leverage to remain in the four times range over the coming year. We then expect our bank covenant net leverage to decline in 2024 and 2025 as our ongoing investments in Dumfries, Terre Haute Casino Resort, and our investments in the Kentucky Derby come online. We received $500 million of total bank commitments to increase our existing term loan A that is due in 2027. We intend to close on this financing transaction within the next week. We will use the proceeds to repay outstanding borrowings that we have under our revolving credit facility. We appreciate the continued support from our existing bank group and welcome four new banks to our exclusive bank group. We know that these can be challenging times for these financial institutions given the market uncertainty. We look forward to continuing to work with all of you to access the debt markets in the coming months to further support our continued growth and future investments in high-performing assets. In closing, as Bill said, 2022 was a tremendous year for our company with record financial results, and we expect 2023 and beyond will be even better given our unique portfolio of assets, that will generate a significant amount of adjusted EBITDA and free cash flow. Our ongoing commitment to our shareholders is to create long-term shareholder value. With that, I'll turn the call back over to Bill so that he can open the call for questions. Bill?
spk02: Thank you, Marcia. Okay, everyone, I think we're ready to take your questions now, so fire away.
spk10: Thank you. Ladies and gentlemen, to ask a question, please press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. Please stand by while we compile the Q&A roster. And our first question comes from the line of David Katz with Jefferies.
spk22: Hi, good morning. I just wanted to... kind of touch on, I think what you both kind of closed with is you've done an awful lot of building a pipeline over the past year or so that will generate earnings going forward. Just to kind of set the table, what would you consider the prospects or probabilities that there'd be more added to the pipeline before we get to the end of 2023? Or are we going to chew and to enswallow what we have for the moment.
spk02: Thanks, David. It's Bill. The pipeline looks pretty good and we're not going to slow down. We work constantly on managing our balance sheet to make sure that we understand our capital needs and we work constantly across all our teams. We have excellent teams. We've built and scaled the company well. We have excellent teams in place to digest the projects that are in the harvesting stage. So that process will be ongoing. And while there's no guarantee of the future pipeline or of future success landing targets in the pipeline, we're going to keep at it. We have a good formula and we're confident in what we're doing. And so we'll keep doing what we're doing. So I don't think that just because you've seen us be really busy, that it's an indication that we should stop now and just digest what we have. We can digest while we hunt for things that will add to our future.
spk22: Okay. Fair enough. And, Marcia, if I could just get a perspective from you on, you know, leverage, right? There's kind of a lot of input. You have a lot to do, but there's also you know, some, I would say, you know, fairly limited economic visibility out there. You know, how about, where would you like to settle the leverage in and, you know, what levers could you pull to sort of get inside of four times and the like, should you choose to do that?
spk12: I guess we've said, you know, we strive to be in the three to four times leverage range. But as, you know, as Bill said, we, I think, have done a very effective job of managing our leverage over time. There's been times where our leverage has dropped into the less than three times and people have challenged us to be higher in leverage. We said that we would go higher when we had strategic opportunities that made sense. Clearly the P2E acquisition was one that was a great strategic opportunity for us and we took our leverage up to 4.2 times and we will be very diligent and managing through that. We use share repurchases as a lever in our managing of our leverage as well. But we're always very opportunistic and working very closely. I work very closely with Bill on managing our capital. And we have great support from the banks and great support from the debt market when we have great opportunities that we can deliver on.
spk22: Gotcha.
spk12: Okay.
spk22: Thank you very much.
spk10: Thank you. And our next question comes from the line of Dan Pollister with Wells Fargo.
spk08: Hey, good morning, everyone, and thanks for taking my questions. First, on Virginia, the HRM margins, I think they're pretty strong, maybe around 48% for the couple months you've owned these properties. One, is there any seasonality or anything you call out there? And two, how do you think about this margin evolving over time, given the exact acquisition and the new slot products from additional OEMs that you would look to probably install over time in that market?
spk02: Good morning, Dan. Thanks for the question. So, obviously, in doing the acquisition, we felt a lot of confidence on the sustainability of the business model there, and we thought we'd bring some things to the party over time that would enhance that business and grow it. But beyond that, we're new operators to it, and I don't want to provide a lot of guidance at this point into specific margins, although you can see generally they're very strong and they're very high, and you know that that's always a focus for us as a company. We are a margin-focused company.
spk08: Got it. And then on CapEx, I think there was a little bit of a step up both in terms of the project stuff as well as the maintenance, you know, even versus kind of your guidance last quarter for 2023. Were there any specific projects that are being pulled into 2023 or was it additional projects that you're now looking at or just really costs? Thanks.
spk12: Dan, it's really just timing. It's always difficult given the size. We have over a billion dollars of capital in flight related to the project capital. And so it's just updated estimates around the timing, projected timing of the spend. So overall, the total dollars between 23 and 24 has not really changed. It's just the expected timing of when that cash might go out to the door. Obviously, we have the dumperies project. And the timing around that has moved a little bit as far as when we expect that spending to occur. On the maintenance side, you know, we have included some additional capital related to Ellis Park, for example. We have some additional capital included related to the regional gaming properties for some refreshes and other things. And I think we have better estimates now related to some maintenance projects we want to do ahead of the 150th Derby. that are included in our current outlook. Again, these are always difficult to project exactly when the cash spend will go out, and that's why there's some variation.
spk08: Understood. Thanks for the call.
spk12: Thanks, Dan.
spk10: Thank you. And our next question comes from the line of Chad Beynon with Macquarie.
spk05: Hi, good morning. Thanks for taking my question. I wanted to continue on just kind of a broader question around the CapEx projects, maybe to make it easier just kind of focusing on some of the bigger dollar CapEx ones. Has anything really changed in terms of how you're thinking about returns given maybe the stronger than expected consumer at this time, or is that offset by a tight employment market where it might be tough to staff some of these facilities? Thank you.
spk02: When we think about these projects, we think in terms of years, not trends we see over a month or two months. So there hasn't been any change. Not only has there not been any material change, there's not really been any change in how we perceive these projects and expect these projects to perform over time.
spk05: Great. Thank you. Bill, in your prepared remarks, you talked about a consistent, stable consumer, albeit the weather impact that we saw in the fourth quarter, and I'm sure we might be seeing in some of your markets currently. But was there anything else in the database, just in terms of different tiers of loyalty or the spend per trip? there was any change in direction versus kind of what you had been seeing in 22? I think we're all looking for canaries and nobody's finding them, and it looks like things are continuing to be strong. Thanks.
spk02: I don't think we saw anything in the canary category. And while we pay a lot of attention to the monthly data that we see and even the weekly data we see, we're not – generally inclined to conclude big, big changes based on short periods of data. But in any case, there wasn't anything remarkable to report that's worthy of discussion on this call.
spk04: Appreciate it. Thanks, and good luck.
spk22: Thanks, Chad.
spk10: Thank you.
spk13: And our next question comes from the line of Sean Kelly with Bank of America. Pardon me, Sean, please check your mute button. Hi, can you hear me now?
spk16: Yeah, we can hear you, Sean. Okay, great. Sorry about that. Bill, I apologize if I missed this in the prepared remarks, but just as we kind of go back to P2E, now that you own everything here and sort of this is our first chance to kind of see some of the financial impacts, you know, what are the learnings so far just from the standpoint of you know, anything, any sort of, you know, integration pieces that are taking a little bit more time than expected and sort of the opposite, any opportunities that you're seeing or learning as you start to roll up your sleeves with that business that, you know, could be things that you're excited about, you know, as we move into 2023.
spk02: We were pretty excited as we did the acquisition about the opportunities in Virginia. So, we believed in sort of the underlying fundamental strength of the Virginia opportunity. And I think the public saw that in the last two months of results, a pretty robust picture. So we feel good about what we purchased. In terms of the integration planning process and execution, It's going fine. Nothing remarkable to report. Our team's really experienced at these sorts of things. It's a big acquisition, but we have a lot of experience with acquisitions. So full speed ahead at this point and nothing remarkable to comment on other than we've been very pleased to date with what we've seen.
spk16: Great. Thank you. And then, you know, as my follow-up, just could – Marcia mentioned Twin Spires a little bit in, you know, its performance in 2022 – Can you just give us your kind of thoughts about growth trajectory here in the more medium and long term? You know, is that business, you know, stable at this level? Can we continue, can we return to some sort of modicum of growth? And then kind of, you know, underneath that, what are you seeing in that online shift? Has that stabilized, or that online mix, has that stabilized and starting to ramp back up at all? Or, you know, how does that sit as we exit the year?
spk02: So going into COVID-19, back in 20, the online share greatly increased. I think it got north of 60% or around 60%. And as COVID ended, we began this progression back towards a level, a new norm of the split between the online and the brick and mortar channel. Going into COVID, it was around 40%. In COVID, it bounced way up to 60% or north. And then over the course of 2022, It's stabilized towards the second half of the year around 52%. As Marcia said in her remarks, we haven't seen the final industry numbers for 2022. But we think online will show up in those numbers at around 52% or so. We think that's stable right now. We expect it will start to grow with just the trend that's been going on for many years of handles shifting between brick and mortar to online. So we don't know. for sure what will happen, but prior to COVID, there was a consistent trend of Handle moving to online. We've had some disruption because of COVID. Now it's a reasonable expectation that over time you'll see the trend at a new stepped up level in the 50%, 52% area. It's a reasonable expectation that it might start to grow. The other thing that affects all of this though is our B2C model and you know, our efforts to provide the parimutuel product directly to the sports PAMs out there, that ought to affect in ways that are not entirely clear the overall online picture for horse racing. It should introduce millions more customers out there that currently don't belong to horse racing ADWs. It ought to introduce them to the product, and that ought to be a good thing. But how market share shifts between providers within that whole It's something that we'll just have to watch and monitor. And we have cause for optimism, but we'll see how that plays out over the next couple of years. But generally, it's an optimistic picture for us as it often is when you have a plan and you're executing and you feel like you have the best strategy given all the circumstances. Thank you very much.
spk10: Thank you. Our next question comes from the line of Joe Stoff with Susquehanna.
spk17: Good morning, Bill, Marcia, and Bill. I wanted to go back to kind of Virginia. Bill, you had mentioned, you know, as you find, say, additional locations, you have to run kind of local referendums. I guess my question is, you know, you'll add around 1,100 units per by the end of this year and what's the right kind of outlook to think about what you can add beyond that? I think you have at least the ability to go up to five and so that's largely my question is how to think about sort of additional capacity in Virginia.
spk02: Yeah, so the way that the construct works, the way the law works in Virginia is we're allowed to deploy across our various venues up to 5,000 machines. As we acquired P2E, they had about 2,600 deployed. So right now we have 2,600 deployed, which means we have 2,400 to deploy over time across Dumfries and other venues that we open. So that's the ultimate highest number that we have to stay within. And then depending on The venue location, there are various categories of venue size based on often the locality where the referendum was run. So if you take something like in the Hampton or Richmond market, you can have 700 machines there and we've deployed the full 700 and we wish we could deploy more, but we've deployed the full 700. Other places like the Emporia facility that we're building, you can only deploy a maximum of 150. Dumfries is the ultimate exception where you can go up to 1,850 there. So those are some of the parameters that we're working within, starting with a total of 5,000 machines as the law is currently written. Hopefully that helps Joe answer your question. I think I answered your question.
spk17: Yeah. Yeah, you did. Thank you. And my second follow-up is just maybe to inquire about – you know, a couple properties kind of are in the process of ramping. Obviously, Turfway just launched. But I wanted to ask about kind of Derby City Gaming, you know, kind of when you expect to reopen that northern entrance. I know you'll launch, I guess, the hotel and the food and beverage, I guess, you know, right around early June or so. But wondering when that northern entrance would open. And then Oak Grove, you know, can, you know, it's continues to ramp grew nicely in the fourth quarter and, and where Oak Grove is in terms of, you know, whether it be a margin profile, um, or a revenue growth profile, say in 23, how to think about that property.
spk02: Uh, sure. So your first question about Derby city gaming, uh, the north entrance should open around may the hotel in the June area. So we feel pretty good about those dates being locked down. And those are in the right time frame, if not exactly right. So right now, the facility, we're very pleased with how it performs, given that it's still very compromised with the construction project, including the north entrance being closed. So they've really navigated through that extremely well. Bill and the team have done a really nice job with that. With respect to Oak Grove, Here's the really interesting thing about HRM properties. We haven't really figured out the formula for when they hit maturity. Our projects, our oldest being Derby City Gaming, are still showing attributes of not yet being at maturity, still growing within the existing market based on just name recognition and developing the current knowledge of the customer base in terms of what we offer. I don't want to tell you, I can't tell you exactly where we are in the Oak Grove maturation process, but it appears from all the data we look at that we haven't reached what you would call a level or a state of maturity yet. We're still very much in the ramp up stage. And I think that can be particularly a phenomena in properties like Oak Grove, which are designed to pull people from further distance away from the property itself. Oak Grove is not in a community with a huge population. It's really reaching into surrounding communities, including Clarksville and Nashville on the Tennessee side. So more good things to come as far as we can tell there. As last year's numbers showed, that is a property still experiencing sort of step-up functions as it tries to find maturity and hasn't yet.
spk11: Thanks a lot.
spk10: Thank you. And our next question comes from the line of Jordan Bender with JMP Securities.
spk07: Great. Thanks for taking my question. Billy, you've done a nice job of capturing the existing HRM market and the several states that offer the product. Can you maybe talk about what you're hearing or any states that could potentially move to legalize HRMs?
spk02: Certainly the HRM model in the states that have deployed them, I think, have been win-wins for the companies involved and for the states. So I think other states have seen that, and there are always states at various levels of discussions about introducing that product. But I don't have any expectations to share with you today that you'll see in this legislative cycle that there will be another state that – that authorizes it, but certainly that's something we work on for the future. And, and, and I hope in subsequent earnings calls, we have something more specific to tell you along those lines.
spk07: Great. And then for my follow-up, Marcia, you talked about the incremental EBITDA towards Churchill down the racetrack. Can you maybe talk about, you know, leading up to the Derby, you talked about some of the, the, the,
spk13: Did we lose Jordan? Jordan, we might have lost you.
spk02: Can you hear me? Hello? You're back now, but we did not get that question. We lost you for a minute there.
spk06: Yeah, sorry.
spk02: Can you repeat that question?
spk07: Yeah, sorry. Marcia, you talked about the incremental EBITDA coming into Churchland on its racetrack. And you talked about, you know, some of the ticket sales leading up to that in a few months. Maybe can you just talk about the pricing that you're starting to see on, I guess, the ticket sales or any of the sponsorships? Thank you.
spk12: Yeah, I think, you know, we don't share specifics regarding pricing. What we, you know, Bill shared in his commentary is the first turn experience is selling very nicely. that particular venue is going to be spectacular this year. You know, most of the venues that we have there, the mansion, for example, is sold out. The Matt Wynn steakhouse, for example, is almost sold out. So the pricing is set, you know, a year ago, we'll be selling the tickets for one 50 pretty much right after we finished the Derby this year, the one 49. So I, I feel the pricing is very good. Remember our, strategy for pricing is a much longer-term pricing strategy. Whereas we're adding capacity, we're looking to, you know, sort of optimize the pricing for every particular area with a long-term view to not shock the pricing for our customers in any particular year. So I'm very pleased with it. When you think about the $10 to $15 million that I talked about this year, that's really a combination of, you know, we have the The sponsorship coming in on the B2B side relates to the FanDuel deal. That will come into the Churchill Downs Racetrack financials. And then there are other sponsorships that the team is working on there as well. And there are other Derby economics that the team has been working on that we'll pull through as well. So it's a nice combination of mix of economics that will pull through this year.
spk13: Great. Thank you.
spk10: Thank you. And our next question comes from the line of Omer Sander with JP Morgan.
spk09: Good morning. Thanks for taking my questions. How do you think about the impact of new casino capacity coming online in Virginia and the potential impact to Rosie's, both to the existing portfolio and your growth projects there?
spk21: The new capacity in Virginia
spk02: outside of our HRM models. So in terms of the commercial casinos, they're all in the southern portion of the state. So we'll have to watch their impact on our Hampton property and the Vinton property in particular. So it's too early to tell. Obviously, when we purchased P2E, we were very aware of the competitive environment there. and factored that in and included it as part of our analysis of the opportunity that we had in Virginia. But so far, there's only one commercial casino that's opened, and it opened very recently. And so we don't have any real strong data points to share. We'll all see that together when it comes out in publicly available numbers. But it was all part of our planning process. And like I said, across the state, One of our biggest concerns really is optimizing. We're capacity constrained. We're only allowed to use 5,000 machines across the state. So it's part of our analysis of where do we best deploy our machines.
spk09: Great. Thank you. And then maybe if I could just jump to New Hampshire. How do you think about the opportunity at Chasers and the ramp profile there? Could it resemble some of the Kentucky projects like Derby City and the success you've seen there?
spk02: We're really excited about the potential there. While New Hampshire itself is a small state, where Salem is is it sits on the Massachusetts border. So planning an HRM facility in a densely populated region is a careful process that requires time and thought as you try to make sure you do the right thing for the long term. But the opportunity there is the greater Boston market that's really where our mindset is in terms of what we design and how we do it. And it's a new kind of project for us, and we're making sure we do it carefully and do it well. In particular, most of the models for us, whether it be Virginia or Kentucky, at this point do not involve table games, but that's a different model in New Hampshire. New Hampshire comes with traditional table games, so the HRMs are additive to the traditional table games, and that's another advantage for that particular HRM market. Thank you. Thanks, Omar.
spk10: Thank you. I'll now like to hand the call back over to CEO Bill Carstangen for any closing remarks.
spk02: Thank you all for your time today. Thank you for your interest in our company. And we're humbled to have all of you as our investors, and we'll try to be good stewards of your trust in us and your investment in us. So thanks very much, and we'll talk to you in just about eight weeks when we have our earnings call right before the Kentucky Derby. Take care.
spk10: Ladies and gentlemen, this concludes today's conference call. Thank you for participating, and you may now disconnect. you Thank you. Thank you. Good day, ladies and gentlemen, and welcome to the Churchill Downs Incorporated 2022 Fourth Quarter and Year-End Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we'll conduct a question-and-answer session, and instructions will be given at that time. As a reminder, this conference call is being recorded. I would now like to introduce your host for today's conference, Mr. Nick Zangieri, Vice President, Treasury and Investor Relations.
spk19: Thank you, Andrew. Good morning and welcome to our fourth quarter and year-end 2022 earnings conference call. After the company's prepared remarks, we will open the call for your questions. The company's 2022 fourth quarter and year-end business results were released yesterday afternoon. A copy of this release announcing results and other financial and statistical information about the period to be presented in this conference call, including information required by Regulation G available at the section of the company's website titled News, located at ChurchillDownsIncorporated.com, as well as in the website's investor section. Before we get started, I would like to remind you that some of the statements that we make today may include forward-looking statements. These statements involve a number of risks and uncertainties that could cause actual results to differ materially. All forward-looking statements should be considered in conjunction with the cautionary statements in our earnings release and the risk factors included in our filings with the SEC specifically the most recent report on Form 10-K. Any forward-looking statements that we make are based on assumptions as of today, and we undertake no obligation to update these statements as a result of new information or future events. During this call, we will present both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP measures is included in today's earnings press release. The press release and Form 10-K are available on our website at churchildownsincorporated.com. And now I'll turn the call over to our Chief Executive Officer, Mr. Bill Karstangen.
spk02: Thanks, Nick. Good morning, everyone. With me today are several members of our team, including Bill Mudd, our President and Chief Operating Officer, Marcia Dahl, our Chief Financial Officer, and Brad Blackwell, our General Counsel. I will share some high-level thoughts on several strategic topics, and then Marcia will walk through our results and provide an update on our capital management strategy. After she finishes, We will take your questions. Over the course of 2022, we accomplished numerous key strategic and operational objectives and positioned the company for growth in 2023 and beyond. We delivered record net revenue of over $1.8 billion and record adjusted EBITDA of $764 million. We have very high expectations for 2023 as well, but first I will touch on a few important highlights regarding 2022. We held a very successful Kentucky Derby, setting records for virtually every material metric. We completed the P2E transaction, the largest acquisition in our company's history. We expanded our HRM business into three new states, Virginia, New Hampshire, and Louisiana. We opened Turfway Park, our new HRM entertainment venue in Northern Kentucky. We completed two other strategic acquisitions, Ellis Park in Western Kentucky and Chasers in New Hampshire. We signed an agreement to purchase Xacta systems. We completed the sale of the excess land at Calder, and we have several significant strategic organic investments in process to accelerate our future growth. Through all of these initiatives, we still maintain one of the strongest balance sheets in the industry. In summary, we had a productive 2022, but our focus is now on executing on our growth objectives for 2023, 2024, and beyond. Let's discuss the strategic update since our last earnings call. First, we have made significant progress on our projects at Churchill Downs Racetrack in preparation for the upcoming 149th Kentucky Derby. Our first-turn experience is almost complete. The structure is the size of a typical soccer stadium with more than 7,300 permanent seats located on the first turn of our iconic racetrack. The scope of this complex is stunning the first time you see it, and it forever changes the personality of this portion of our venue, which historically had been dominated by a series of temporary structures and back of house infrastructure. Our guests will experience it for the first time at this year's Derby in early May. Ticket sales have been very strong, but it is not yet sold out. We expect it will be. We have also made significant progress on the paddock project. This is a transformative project for Turkle Downs Racetrack, the most significant in decades, and will create a variety of new and innovative guest experiences, while at the same time improving the views and ambiance for every single guest who enters our historic venue through the front gates. Our goal is to introduce a level of transformation and grandeur that will surpass any facility anywhere in the world. We remain on course to complete this project for the 150th Derby in May 2024. This effort epitomizes a core strategic initiative of our company to invest and grow the scale and profitability of the Kentucky Derby. The 149th Kentucky Derby will be run on May 6th this year, and we will ensure that it is a special event as it always is for everyone, despite some of the construction that will still be underway on the paddock area. We have a good plan. We aren't concerned about any materially negative impact to this year's Derby. If you haven't yet bought your tickets for this year, we encourage you to do so. The demand is extremely strong. Second, since our last earnings call, we closed the P2E acquisition on November 1st, acquiring Colonial Downs Racetrack and its sixth operating HRM venues in Virginia. We also acquired Del Lago Resort and Casino in New York and Hard Rock Hotel and Casino in Sioux City, Iowa. The acquisition also includes two HRM properties under construction in Dumfries and Emporia, Virginia, and up to three additional HRM venues we can pursue in the state. In addition, we assumed P2E's joint venture relationship with Urban One to potentially build a full casino in Richmond, Virginia, upon the legislature permitting Richmond to proceed with a referendum. The P2E acquisition expands our company significantly. and also provides us with material growth opportunities in the HRM and casino segments beyond the venues currently in operation. HRMs are a key strategic focus over the next five to 10 years for our company as we seek to expand our existing footprint. We have developed high growth, high margin investments in this segment with excellent returns on capital, and we will seek to build on that track record in Virginia, New Hampshire, Kentucky, and perhaps beyond. In Virginia, we are constructing the Rosie's Emporia HRM venue in the southern portion of the state. This is a 150-unit facility that is on track to be completed in the third quarter of 2023. In addition, we are building a significantly larger HRM facility in Dumfries, which is located in northern Virginia, around 30 miles south of Washington, D.C., directly off of Interstate 95. This is an extremely important project because of the long-term potential given its proximity to the population in the Washington DC and Northern Virginia area. At the same time, we are identifying additional locations that are candidates for our remaining HRM entertainment venues. After finding suitable locations, we are required to run successful referendums in the relevant localities. We will share more on our Virginia plans and later earnings calls. With respect to every HRM venue under construction or that we subsequently pursue, we will build upon the lessons learned from our successful developments and operations in Kentucky. We expect to continue our positive momentum in Kentucky in 2023 with the completion of the Derby City gaming floor expansion and new hotel by the end of the second quarter and with the opening of the Derby City gaming downtown HRM entertainment venue in downtown Louisville in the fourth quarter of 2023. In Western Kentucky, we are deep into the design phase of our HRM facility in Owensboro and are excited to tap into this new market. We will also be investing modest levels of additional capital into the thoroughbred racetrack infrastructure and HRM facility at Ellis Park. As you are aware, we have an additional HRM extension opportunity associated with our Oak Grove license that we will explore deploying and discuss in subsequent earnings call if and when we decide to pursue a location. In New Hampshire, we are developing plans to construct a property in Salem that will create a significant number of jobs and will also provide support to many local charities serving the surrounding communities. As I've discussed before, New Hampshire has a unique structure for HRMs in which most of the excise taxes that we pay are contributed directly to charities at our direction. We will provide a more fulsome update on our progress for this project on future earnings calls We expect this venture to be a significant contributor to our HRM segment, and the planning process is one in which we are heavily engaged, even if we are not ready today to provide more specifics. Since our last earnings call, we announced our entry into a definitive agreement to acquire Exactus Systems, a leading provider of HRM central determinant system technology. Integrating the Xacta business into our company will enable us to ensure that continued investment is made in the Xacta technology to improve its reliability and cost structure as well as the game themes available on the system. All attributes that are important to the ongoing success of our Virginia and New Hampshire HRM operations and those of Xacta's other customers that we will continue to serve. We expect that acquiring Xacta will greatly improve our own operations in Virginia and New Hampshire It is worth noting that our Kentucky HRM operations are serviced by another central determinant technology provider, and we remain very happy with the performance and quality of that technology and vendor at this time. The closing of the Xacta transaction is dependent on satisfying various closing conditions, including state regulatory approvals, and we do not have a date to announce at this time. Turning to our online operations, In 2022, we pivoted out of the online sports and casino business, and our team did a nice job of carefully planning our exit while maintaining the retail sports operations in our gaming facilities. We also pivoted towards a B2B strategy of integrating parimutuel wagering on horse racing directly into the online sports wagering platforms through our suite of technology and operational capabilities. We remain fully committed to growing our Twin Spires horse racing B2C business while also pursuing our B2B model. We believe that wagering on horse racing will expand in the coming years as millions of sports betting customers are introduced to the sport online. Twinspires.com will continue to be a destination for more serious horse players who want a comprehensive parimutuel-centric experience. And finally, last week on February 15th, we completed the sale of the Arlington Park Racetrack property to the Chicago Bears for $197 million. We deferred the federal taxes related to the gain on the sale using qualifying 1031 exchange transactions. In summary, 2022 was a tremendous year for our company with record financial results. We are well positioned for ongoing growth in the coming years fueled by our acquisition of the P2E assets and by the organic investments that we are making in our iconic asset Churchill Downs Racetrack, our HRM projects in numerous states, and our Terre Haute project in Indiana, all of which collectively will drive a material increase in adjusted EBITDA and free cash flow in 2023, 2024, and beyond. Our overreaching objective is to pursue what we have demonstrated we are good at, growing the Kentucky Derby, developing greenfield and organic opportunities, as well as executing acquisitions that fit our profile, all of which allow us to grow our company while maintaining one of the best balance sheets in the industry. We have a great group of leaders and team members who have helped to deliver these results and are building our business to create the best possible total shareholder return for our investors over the long term. We would like to extend a special welcome to Andrea Carter, who joined our board of directors in the fourth quarter. Andrea brings a broad set of experiences to our board, including deep knowledge of public company compensation and human capital best practices. We are grateful that she has chosen to join our company. With that, I'll turn the call over to Marcia, and then we will take your questions. Marcia?
spk12: Thanks, Bill, and good morning, everyone. As Bill shared, we delivered record revenue and record adjusted EBITDA for the year. Excluding 2020, we have delivered record revenue and record adjusted EBITDA from continuing operations every year since 2016. I'll start with a few insights on these financial results and provide some initial thoughts on 2023. I will then provide an update on capital management. First, as Bill discussed, we completed the P2E acquisition on November 1st, 2022. The acquisition of six new HRM properties in Colonial Downs Racetrack in Virginia, the Del Lago Gaming property in New York, and the Hard Rock Iowa Gaming property contributed $109 million of net revenue and $48 million of adjusted EBITDA in the fourth quarter. The addition of these properties will clearly create step function growth in our financials in 2023 as we realize the benefits of a full year of this acquisition. In 2023, we will also expect to begin to realize the benefits of the enhancements our team will be making to the HRM properties in Virginia. Over the longer term, we expect to realize additional benefits to these properties from the acquisition of Xacta. Second, we also continued our HRM expansion in Kentucky at our existing HRM properties and at our new properties. We saw strong growth from our Oak Grove HRM facility as we continued to penetrate the southwestern Kentucky and Nashville, Tennessee markets. Our team at Derby City Gaming also delivered good growth in 2022, despite some disruption from our gaming floor expansion and hotel build out. We will have continued growth in 2023 and beyond from these properties. We also expect to layer on growth from the addition of our Turfway Park HRM property that we opened in September, the addition of the Derby City Gaming downtown property in the city of Louisville, and longer term from our Ellis Park and Owensboro, Kentucky, HRM properties, as well as our Chasers HRM and Table Game facility in Salem, New Hampshire. Third, we celebrated Derby Week on the first Saturday in May with full capacity for the first time since the pandemic, which drove a record level of adjusted EBITDA at very desirable margins for Churchill Downs Racetrack. Based on the addition of the first turn experience and expected growth in sponsorships and other Derby Week economics, We expect 2023 adjusted EBITDA for Churchill Downs Racetrack overall to grow $10 to $15 million. Fourth, in 2022, we pivoted out of the online sports and casino business, and our team did a nice job of carefully working to quickly exit all of the states we could while maintaining the retail sports operations in our gaming facilities. This strategic decision resulted in an improvement of $40 million year over year in our adjusted EBITDA related to our online sports and casino business. Said another way, we ended up with a nominal loss of a million dollars of adjusted EBITDA for our combined retail and online sports and casino business in 2022. Looking forward to 2023, we would expect to continue to generate a reasonable return in the high single digits from our retail sports operations with nominal impact from our remaining online sports business. Fifth, regarding our Twin Spires horse racing business, as we expected, a portion of our casual patrons returned to wagering at brick and mortar facilities instead of wagering online compared to the prior year. Therefore, our Twin Spires horse racing business generated lower parimutuel handle in 2022, and therefore also lower adjusted EBITDA. Although the final numbers are not available yet for 2022, we estimate that 52% of all wagers on U.S. Thoroughbred Racing in 2022 were placed online, which is still up significantly from 2019 when approximately 40% of all wagers were online. Despite a slight decline in adjusted EBITDA, we are pleased with the strong margins that this business delivered in 2022 when we compare it to 2019. with adjusted EBITDA up 37% and margins growing by more than a point to 28%. And last, regarding our gaming business, all of our regional gaming properties, except our Mississippi and Pennsylvania properties, grew adjusted EBITDA in 2022 compared to 2021. Our same-store wholly-owned casinos generated an incremental $51 million, a 33% growth in adjusted EBITDA compared to 2019. Our 2022 same store wholly owned casino margins were down two points compared to 2021. However, our margins on the same basis were up nearly seven points compared to 2019. Regarding our equity investments, both River Sus Plains and Miami Valley Gaming delivered record revenue and record adjusted EBITDA for 2022 reflecting the expansions at both of these properties last year. Although the fourth quarter was softer for our regional gaming properties due to weather-related challenges in December and some lingering economic concerns, we have had a very strong start to the year, especially during the month of January. However, it is difficult to draw any definitive conclusions from these early trends. Overall, we are very pleased with the results that our team has delivered in 2022, and we believe we are very well positioned to continue to grow in 2023. Turning to capital management, we generated $461 million of free cash flow in 2022, up $41 million over the prior year, primarily as a result of the strong cash flow generated from our businesses. Regarding maintenance capital, we spent $50 million in 2022 and expect to spend $75 to $95 million in 2023. The increase in maintenance capital for 2023 is driven by the addition of our Virginia, New York, Iowa, and Ellis Park properties, maintenance projects anticipated at Churchill Downs Racetrack in preparation for the 150th Kentucky Derby, and incremental maintenance projects at our regional gaming facilities. Regarding project capital, we spent $373 million in 2022 and expect to spend between $575 and $675 million in 2023. Regarding share repurchases, we repurchased approximately $147,000 in the fourth quarter at an average share price of approximately $204 per share, reflecting our belief in the long-term value of our shares. At the end of December 2022, our bank covenant leverage was 4.2 times. Our leverage increased as a result of the P2E acquisition closing on November 1st of last year. Based on the expected closing of our acquisition of Exacta and our capital investments, we expect our bank covenant net leverage to remain in the four times range over the coming year. We then expect our bank covenant leverage to decline in 2024 and 2025 as our ongoing investments in Dumfries, Terre Haute Casino Resort, and our investments in the Kentucky Derby come online. We received $500 million of total bank commitments to increase our existing term loan A that is due in 2027. We intend to close on this financing transaction within the next week. We will use the proceeds to repay outstanding borrowings that we have under our revolving credit facility. We appreciate the continued support from our existing bank group and welcome four new banks to our exclusive bank group. We know that these can be challenging times for these financial institutions given the market uncertainty. We look forward to continuing to work with all of you to access the debt markets in the coming months to further support our continued growth and future investments in high-performing assets. In closing, as Bill said, 2022 was a tremendous year for our company with record financial results. And we expect 2023 and beyond will be even better given our unique portfolio of assets that will generate a significant amount of adjusted EBITDA and free cash flow. Our ongoing commitment to our shareholders is to create long-term shareholder value. With that, I'll turn the call back over to Bill so that he can open the call for questions. Bill?
spk02: Thank you, Marcia. Okay, everyone, I think we're ready to take your questions now, so fire away.
spk10: Thank you. Ladies and gentlemen, to ask a question, please press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. Please stand by while we compile the Q&A roster. And our first question comes from the line of David Katz with Jefferies.
spk22: Hi, good morning. I just wanted to kind of touch on, I think what you both kind of closed with is you've done an awful lot of building a pipeline over the past year or so that will generate earnings going forward. Just to kind of set the table, what would you consider the prospects or probabilities that there'd be more added to the pipeline before we get to the end of 2023? Or are we going to chew and swallow what we have for the moment?
spk02: Thanks, David. It's Bill. The pipeline looks pretty good, and we're not going to slow down. We work constantly on managing our balance sheet to make sure that we understand our capital needs, and we work constantly across all our teams. We have excellent teams. We've built and scaled the company well. We have excellent teams in place to digest the projects that are in the harvesting stage. So that process will be ongoing, and while there's no guarantee of the future pipeline or of future success, landing targets in the pipeline. We're going to keep at it. We have a good formula, and we're confident in what we're doing. And so we'll keep doing what we're doing. So I don't think that just because you've seen us be really busy that it's an indication that we should stop now and just digest what we have. We can digest while we hunt for things that will add to our future.
spk22: Okay. Fair enough. And, Marcia, if I could just get a perspective from you on, you know, leverage, right? There's kind of a lot of inputs. You have a lot to do, but there's also, you know, some, I would say, you know, fairly limited economic visibility out there. You know, how about where would you like to settle the leverage in and, you know, what levers could you pull to sort of get inside of four times and the like should you choose to do that?
spk12: As we've said, we strive to be in the three to four times leverage range. But as Bill said, we, I think, have done a very effective job of managing our leverage over time. There's been times where our leverage has dropped into the less than three times, and people have challenged us to be higher in leverage. We said that we would go higher when we had strategic opportunities that made sense. clearly the P2E acquisition was one that was a great strategic opportunity for us. And we took our leverage up to 4.2 times. And we will be very diligent in managing through that. We use share repurchases as a lever in our managing of our leverage as well. But we're always very opportunistic and working very closely. I work very closely with Bill on managing our capital. And we have great support from the banks and great support from the debt market when we have great opportunities that we can deliver on.
spk22: Got you. Okay. Thank you very much.
spk10: Thank you. And our next question comes from the line of Dan Polister with Wells Fargo.
spk08: Hey, good morning, everyone, and thanks for taking my questions. First, on Virginia, the HRM margins, I think they're pretty strong, maybe around 48% for the couple months you've owned these properties. One, is there any seasonality or anything you call out there? And two, how do you think about this margin evolving over time, given the exact acquisition and the new slot products from additional OEMs that you would look to probably install over time in that market?
spk02: Good morning, Dan. Thanks for the question. So, obviously, In doing the acquisition, we felt a lot of confidence on the sustainability of the business model there, and we thought we'd bring some things to the party over time that would enhance that business and grow it. But beyond that, we're new operators to it, and I don't want to provide a lot of guidance at this point into specific margins, although you can see generally they're very strong and they're very high, and you know that that's always a focus for us as a company. We are a margin-focused company.
spk08: Got it and then on capex, I think there was a little bit of a step up, both in terms of the, the project stuff as well as the maintenance. You know, even even versus kind of your, your guidance last quarter for 2023. were there any specific projects that that are being pulled into 2023 or was it additional projects that you're now looking at or or just really costs? Thanks.
spk12: Dan, it's really just timing. It's always difficult given the size. We have over a billion dollars of capital in flight related to the project capital. And so it's just updated estimates around the timing, projected timing of the spend. So overall, the total dollars between 23 and 24 has not really changed. It's just the expected timing of when that cash might go out to the door. Obviously, we have the dumperies project. And the timing around that has moved a little bit as far as when we expect that spending to occur. On the maintenance side, we have included some additional capital related to Ellis Park, for example. We have some additional capital included related to the regional gaming properties for some refreshes and other things. And I think we have better estimates now related to some maintenance projects we want to do ahead of the 150th Derby event. that are included in our current outlook. Again, these are always difficult to project exactly when the cash spend will go out, and that's why there's some variation.
spk08: Understood. Thanks for the call.
spk12: Thanks, Dan.
spk10: Thank you. And our next question comes from the line of Chad Beynon with Macquarie.
spk05: Hi, good morning. Thanks for taking my question. I wanted to continue on just kind of a broader question around the CapEx projects, maybe to make it easier just kind of focusing on some of the bigger dollar CapEx ones. Has anything really changed in terms of how you're thinking about returns given maybe the stronger than expected consumer at this time, or is that offset by a tight employment market where it might be tough to staff some of these facilities? Thank you.
spk02: When we think about these projects, we think in terms of years, not trends we see over a month or two months. So there hasn't been any change. Not only has there not been any material change, there's not really been any change in how we perceive these projects and expect these projects to perform over time.
spk05: Great. Thank you. Bill, in your prepared remarks, you talked about a consistent, stable consumer, albeit the weather impact that we saw in the fourth quarter, and I'm sure we might be seeing it in some of your markets currently. But was there anything else in the database, just in terms of different tiers of loyalty or the spend per trip? that was, uh, there was any change in direction versus kind of what you had been seeing, uh, in 22. I think we're all looking for, for canaries and nobody's finding them. And it looks like things are continuing, uh, to be strong. Thanks.
spk02: Yeah. I, I don't think we saw anything in the, in the canary category. And, uh, while we pay a lot of attention to the, to the monthly data that we see, and even the weekly data we see, we're not, we're not, uh, generally inclined to conclude big, big changes based on short periods of data. But in any case, there wasn't anything remarkable to report that's worthy of discussion on this call.
spk04: Appreciate it. Thanks, and good luck.
spk22: Thanks, Chad.
spk10: Thank you. And our next question comes from the line of Sean Kelly with Bank of America. Pardon me, Sean, please check your mute button. Hi, can you hear me now?
spk16: Yeah, we can hear you, Sean. Okay, great. Sorry about that. Bill, I apologize if I missed this in the prepared remarks, but just as we kind of go back to P2E now that you own everything here and sort of this is our first chance to kind of see some of the financial impacts, you know, what are the learnings so far just from the standpoint of you know, anything, any sort of, you know, integration pieces that are taking a little bit more time than expected and sort of the opposite, any opportunities that you're seeing or learning as you start to roll up your sleeves with that business that, you know, could be things that you're excited about, you know, as we move into 2023.
spk02: We were pretty excited as we did the acquisition about the opportunities in Virginia. So, we believed in sort of the underlying fundamental strength of the Virginia opportunity. And I think the public saw that in the last two months of results, a pretty robust picture. So we feel good about what we purchased. In terms of the integration planning process and execution, It's going fine. Nothing remarkable to report. Our team's really experienced at these sorts of things. It's a big acquisition, but we have a lot of experience with acquisitions. So full speed ahead at this point and nothing remarkable to comment on other than we've been very pleased to date with what we've seen.
spk16: Great. Thank you. And then, you know, as my follow-up, just could – Marcia mentioned Twin Spires a little bit in, you know, its performance in 2022 – you just give us your kind of thoughts about growth trajectory here in the more medium and long term um you know is that business um you know stable at this level can can we continue can we return to some sort of modicum of growth um and then kind of you know underneath that what are you seeing in that that online shift has that stabilized um that or that online mix is that stabilized uh and starting to ramp back up at all or you know how does that sit uh as we exit the year so going into covid
spk02: back in 20, the online share greatly increased. I think it got north of 60% or around 60%. And as COVID ended, we began this progression back towards a level, a new norm of the split between the online and the brick and mortar channel. Going into COVID, it was around 40%. In COVID, it bounced way up to 60% or north. And then over the course of 2022, It's stabilized towards the second half of the year around 52%. As Marcia said in her remarks, we haven't seen the final industry numbers for 2022. But we think online will show up in those numbers at around 52% or so. We think that's stable right now. We expect it will start to grow with just the trend that's been going on for many years of handles shifting between brick and mortar to online. So we don't know. for sure what will happen, but prior to COVID, there was a consistent trend of Handle moving to online. We've had some disruption because of COVID. Now it's a reasonable expectation that over time you'll see the trend at a new stepped up level in the 50%, 52% area. It's a reasonable expectation that it might start to grow. The other thing that affects all of this though is our B2C model and you know, our efforts to provide the parimutuel product directly to the sports pans out there. That ought to affect in ways that are not entirely clear the overall online picture for horse racing. It should introduce millions more customers out there that currently don't belong to horse racing ADWs. It ought to introduce them to the product, and that ought to be a good thing. But how market share shifts between providers within that whole It's something that we'll just have to watch and monitor. And we have cause for optimism, but we'll see how that plays out over the next couple years. But generally, it's an optimistic picture for us. It often is when you have a plan and you're executing and you feel like you have the best strategy given all the circumstances. Thank you very much.
spk10: Thank you. And our next question comes from the line of Joe Stoff with Susquehanna.
spk17: Good morning, Bill, Marcia, and Bill. I wanted to go back to kind of Virginia. Bill, you had mentioned, you know, as you find, say, additional locations, you have to run kind of local referendums. I guess my question is, you know, you'll add around 1,100 units by the end of this year and what's the right kind of outlook to think about what you can add beyond that? I think you have at least the ability to go up to five and so that's largely my question is how to think about sort of additional capacity in Virginia.
spk02: Yeah, so the way that the construct works, the way the law works in Virginia is we're allowed to deploy across our various venues up to 5,000 machines. As we acquired P2E, they had about 2,600 deployed. So right now we have 2,600 deployed, which means we have 2,400 to deploy over time across Dumfries and other venues that we open. So that's the ultimate highest number that we have to stay within. And then depending on The venue location, there are various categories of venue size based on often the locality where the referendum was run. So if you take something like in the Hampton or Richmond market, you can have 700 machines there and we've deployed the full 700 and we wish we could deploy more, but we've deployed the full 700. Other places like the Emporia facility that we're building, you can only deploy a maximum of 150. Dumfries is the ultimate exception where you can go up to 1,850 there. So those are some of the parameters that we're working within, starting with a total of 5,000 machines as the law is currently written. Hopefully that helps Joe answer your question. I think I answered your question.
spk17: Yeah, yeah, you did. Thank you. And my second follow-up is just maybe to inquire about... You know, a couple properties kind of are in the process of ramping. Obviously, Turfway just launched. But I wanted to ask about kind of Derby City Gaming, you know, kind of when you expect to reopen that northern entrance. I know you'll launch, I guess, the hotel and the food and beverage, I guess, you know, right around early June or so. But wondering when that northern entrance would open. And then Oak Grove, you know, can you know it continues to ramp grew nicely in the fourth quarter and and where oak grove is in terms of you know whether it be a margin profile um or a revenue growth profile say in 23 how to think about that property uh sure so your first question about derby city gaming uh the north entrance should open around may the hotel in the june area
spk02: So we feel pretty good about those dates being locked down. And those are in the right time frame, if not exactly right. So right now, the facility, we're very pleased with how it performs, given that it's still very compromised with the construction project, including the north entrance being closed. So they've really navigated through that extremely well. Bill and the team have done a really nice job with that. With respect to Oak Grove, Here's the really interesting thing about HRM properties. We haven't really figured out the formula for when they hit maturity. Our projects, our oldest being Derby City Gaming, are still showing attributes of not yet being at maturity, still growing within the existing market based on just name recognition and developing the current knowledge of the customer base in terms of what we offer. I don't want to tell you, I can't tell you exactly where we are in the Oak Grove maturation process, but it appears from all the data we look at that we haven't reached what you would call a level or a state of maturity yet. We're still very much in the ramp up stage. And I think that can be particularly a phenomena in properties like Oak Grove, which are designed to pull people from further distance away from the property itself. Oak Grove is not in a community with a huge population. It's really reaching into surrounding communities, including Hartsville and Nashville on the Tennessee side. So more good things to come as far as we can tell there. As last year's numbers showed, that is a property still experiencing sort of step-up functions as it tries to find maturity and hasn't yet.
spk11: Thanks a lot.
spk10: Thank you. And our next question comes from the line of Jordan Bender with JMP Securities.
spk07: Great. Thanks for taking my question. Billy, you've done a nice job of capturing the existing HRM market and the several states that offer the product. Can you maybe talk about what you're hearing or any states that could potentially move to legalize HRMs?
spk02: Certainly the HRM model in the states that have deployed them, I think, have been win-wins for the companies involved and for the states. So I think other states have seen that, and there are always states at various levels of discussions about introducing that product. But I don't have any expectations to share with you today that you'll see in this legislative cycle that there will be another state that – that authorizes it, but certainly that's something we work on for the future. And, and, and I hope in subsequent earnings calls, we have something more specific to tell you along those lines.
spk07: Great. And then for my follow-up, Marshall, you talked about the incremental EBITDA towards Churchill down the racetrack. Can you maybe talk about, you know, leading up to the Derby, you talked about some of the, the, Did we lose Jordan?
spk02: Jordan, we might have lost you. Jeremy, hello? You're back now, but we did not get that question. We lost you for a minute there.
spk06: Yeah, sorry.
spk07: Can you repeat that question? Yeah, sorry. Marcia, you talked about the incremental EBITDA coming in at Churchill Downs Racetrack, and you talked about some of the ticket sales leading up to that in a few months. Maybe can you just talk about the pricing that you're starting to see on, I guess, the ticket sales or any of the sponsorships? Thank you.
spk12: Yeah, I think, you know, we don't share specifics regarding pricing. What we, you know, Bill shared in his commentary is the first turn experience is selling very nicely. That particular venue is going to be spectacular this year. You know, most of the venues that we have there, the Mansion, for example, is sold out. The Matt Wynn Steakhouse, for example, is almost sold out. So the pricing is set, you know, a year ago. We'll be selling the tickets for $150 pretty much right after we finish the Derby this year, the $149. So I feel the pricing is very good. Remember, our strategy for pricing is a much longer-term pricing strategy. Whereas we're adding capacity, we're looking to sort of optimize the pricing for every particular area with a long-term view to not shock the pricing for our customers in any particular year. So I'm very pleased with it. When you think about the $10 million to $15 million that I talked about this year, that's really a combination of, you know, we have the sponsorship coming in on the B2B side related to the FanDuel deal, That will come into the Churchill Downs Racetrack financials. And then there are other sponsorships that the team is working on there as well. And there are other Derby economics that the team has been working on that we'll pull through as well. So it's a nice combination of mix of economics that will pull through this year.
spk13: Great. Thank you.
spk10: Thank you. And our next question comes from the line of Omer Sander with JP Morgan.
spk09: Good morning. Thanks for taking my questions. How do you think about the impact of new casino capacity coming online in Virginia and the potential impact to Rosie's, both to the existing portfolio and your growth projects there?
spk02: The new capacity in Virginia is, outside of our HRM models, so in terms of the commercial casinos, are all in the southern portion of the state. So we'll have to watch their impact on our Hampton property and the Vinton property in particular. So it's too early to tell. Obviously, when we purchased P2E, we were very aware of the competitive environment there. and factored that in and included it as part of our analysis of the opportunity that we had in Virginia. But so far, there's only one commercial casino that's opened, and it opened very recently. And so we don't have any real strong data points to share. We'll all see that together when it comes out in publicly available numbers. But it was all part of our planning process. And like I said, across the state, One of our biggest concerns really is optimizing. We're capacity constrained. We're only allowed to use 5,000 machines across the state. So it's part of our analysis of where do we best deploy our machines.
spk09: Great. Thank you. And then maybe if I could just jump to New Hampshire. How do you think about the opportunity at Chasers and the ramp profile there? Could it resemble some of the Kentucky projects like Derby City and the success you've seen there?
spk02: We're really excited about the potential there. While New Hampshire itself is a small state, where Salem is is it sits on the Massachusetts border. So planning an HRM facility in a densely populated region is a careful process that requires time and thought as you try to make sure you do the right thing for the long term. But the opportunity there is the greater Boston market that's really where our mindset is in terms of what we design and how we do it. And it's a new kind of project for us, and we're making sure we do it carefully and do it well. In particular, most of the models for us, whether it be Virginia or Kentucky, at this point do not involve table games, but that's a different model in New Hampshire. New Hampshire comes with traditional table games, so the HRMs are additive to the traditional table games, and that's another advantage for that particular HRM market. Thank you. Thanks, Omar.
spk10: Thank you. I'll now like to hand the call back over to CEO Bill Carstangen for any closing remarks.
spk02: Thank you all for your time today. Thank you for your interest in our company. And we're humbled to have all of you as our investors, and we'll try to be good stewards of your trust in us and your investment in us. So thanks very much, and we'll talk to you in just about eight weeks when we have our earnings call right before the Kentucky Derby. Take care.
spk10: Ladies and gentlemen, this concludes today's conference call. Thank you for participating, and you may now disconnect.
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