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Operator: 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 will conduct the question-and-answer session. As a reminder, this conference call is being recorded. I would now like to introduce your host for today’s conference. Mr. Nick Zangari, Vice President, Treasury and Investor Relations.

Nick Zangari: 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, is available at the section of the company’s website titled News, located at churchilldownsincorporated.com as well as in the website’s Investors 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 churchilldownsincorporated.com.

And now I’ll turn the call over to our Chief Executive Officer, Mr. Bill Carstanjen.

William Carstanjen: Thanks, Nick. Good morning, everyone. With me today are several members of our team, including Bill Mudd, our President and Chief Operating Officer; Marcia Dall, 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 position 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 a strategic update since our last earnings call. First, we have made significant progress on our project Churchill Downs Racetrack in preparation for the upcoming 149th Kentucky Derby. Our first turn experience is almost complete. The structure is the size of the 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 backup 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 Triple Down’s Racetrack the most significant decades and will create a variety of new and innovative guest experiences while at the same time, improving the views and ambience for every single guest who enters our historic venue through the front gates. Our goal is to introduce the level of transformation and Granger 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 6 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 1, 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, 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 in later earnings call. 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 and Downtown 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 and to 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 calls, 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 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 things available on the system. All attributes that are important to the ongoing success of our Virginia and New Hampshire HRM operations and those of Exacta’s other customers that we will continue to serve. We expect that acquiring Exacta 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 Exacta 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 and our gaming facilities. We also pivoted towards a B2B strategy of integrating permit 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 TwinSpires 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 sports online. Twinspires.com will continue to be a destination for more serious horseplayers who want a comprehensive pari-mutuel centric experience.

And finally, last week, on February 15, 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 Terra 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?

Marcia Dall: 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 and 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 continue 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 million 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 and our adjusted EBITDA related to our online sports and casino business. Said another way, we ended up with a nominal loss of $1 million 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 TwinSpires horseracing 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 TwinSpires horseracing business generated lower pari-mutuel 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. 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 or 33% growth in adjusted EBITDA compared to 2019. Our 2022 same-store wholly owned casino margin 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 Rivers Des Plaines 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 million 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 million 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 4.2x. Our leverage increased as a result of the P2E acquisition closing on November 1 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 4x 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, Terra 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 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?

William Carstanjen: Thank you, Marcia. Okay, everyone, I think we’re ready to take your questions now. So fire away.

Operator: Thank you. . And our first question comes from the line of David Katz with Jefferies.

David Katz: 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’s — there’ll 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?

William Carstanjen: 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 sort of things that we’ll add to our future.

David Katz: Okay. Fair enough. And Marcia, if I could just get a perspective from you on leverage, right? There’s kind of a lot of input you have a lot to do, but there’s also some, I would say, fairly limited economic visibility out there. How about — where would you like to settle the leverage in? And what levers could you pull to sort of get inside of 4x and the like should you choose to do that?

Marcia Dall: As we’ve said, we strive to be in the 3x to 4x 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 3x 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 4.2x. 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.

David Katz: Got you. Okay. Thank you very much.

Operator: Thank you. Your next question comes from the line of Dan Politzer with Wells Fargo.

Daniel Politzer: Hey, good morning everyone. And thanks for taking my questions. First, on Virginia, the HRM margins, I think they were pretty strong, maybe around 48% for the couple of months you’ve owned these properties. One, is there any seasonality or anything you’d call out there? And two, how do you think about this margin evolving over time given the Exacta acquisition and the new slot products from additional OEMs that you would look to probably install over time in that market?

William Carstanjen: 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 do 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 that that’s always a focus for us as a company. We are a margin-focused company.

Daniel Politzer: 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 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.

Marcia Dall: I think, Dan, it’s really just timing. It’s always difficult, given the size. We have over $1 billion 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 Dumfries 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 and gaming properties for some refreshes and other things.

And I think we’ve 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.

Daniel Politzer: Understood. Thanks for the color.

William Carstanjen: Thanks Dan.

Operator: Thank you. And our next question comes from the line of Chad Beynon with Macquarie.

Chad Beynon: 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.

William Carstanjen: 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 there has 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.

Chad Beynon: Great. Thank you. And 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 that was — 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 is finding them and it looks like things are continuing to be strong? Thanks.

William Carstanjen: Yes, 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 amount of — short periods of data. But in any case, there wasn’t being remarkable to report that’s worthy of discussion on this call.

Chad Beynon: Appreciate it. Thanks and good luck.

William Carstanjen: Thanks Chad.

Operator: Thank you. And our next question comes from the line of Shaun Kelley with Bank of America. Pardon me. Shaun, please check your mute button.

Shaun Kelley: Hi, can you hear me now?

William Carstanjen: Yes, we can hear you, Shaun.

Shaun Kelley: 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. What are the learnings so far just from the standpoint of anything — any sort of 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 could be things that you’re excited about as we move into 2023?

William Carstanjen: We’re pretty excited as we did the acquisition about the opportunities in Virginia. So we believe 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 to find unremarkable to report. Our teams 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.

Shaun Kelley: Great. Thank you. And then as my follow-up, just on — Marcia mentioned TwinSpires a little bit in its performance in 2022. Can you just give us your kind of thoughts about growth trajectory here in the more medium and long-term — is that business stable at this level? Can we continue — can we return to some sort of of growth? And then kind of underneath that, what are you seeing in that online shift? Has that stabilized or that all my mix? Has that stabilized and starting to ramp back up at all? Or how does that fit as we exit the year?

William Carstanjen: So going into COVID 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 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, but the trend that’s been going on for many years of handle 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 our efforts to provide the para-mutual product directly to the sports pans out there, that auto effect 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 ADW, 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 is 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 is it often ends when you have a plan, and you’re executing and you feel like you have the best strategy given all the circumstances.

Shaun Kelley: Thank you very much.

Operator: Thank you. And our next question comes from the line of Joe Stauff with Susquehanna.

Joseph Stauff: Good morning Bill, Marcia, and Bill. I wanted to go back to kind of Virginia. Bill, you had mentioned as you find, say additional locations, you have to run kind of local referendums. I guess my question is, you’ll be — 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 the additional capacity in Virginia?

William Carstanjen: Yes. 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. So 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.

Joseph Stauff: Yes, you did. Thank you. And my second follow-up is just maybe to inquire about a couple of properties kind of are in the process of ramping obviously Turfway just launched. But I wanted to ask about kind of Derby City gaming 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, right around early June or so, but wondering when that northern entrance would open? And then Oak Grove continues to ramp, grew nicely in the fourth quarter. And where Oak Grove is in terms of whether it be a margin profile or a revenue growth profile, say in ’23, how to think about that property?

William Carstanjen: Sure. So your first question about Derby City Gaming, the North entrance should open around May, the hotel in the June area. So we feel pretty good about those dates being locked down. So — and those are in the right time frame. It’s 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 a 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.

So 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.

Joseph Stauff: Thanks a lot.

Operator: Thank you. And our next question comes from the line of Jordan Bender with JMP Securities.

Jordan Bender: Great. Thanks for taking my question. Bill you’ve done a nice job of capturing the existing HRM market in 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 HRM?

WilliamCarstanjen: Certainly, the HRM model in the states that have deployed them, I think they’ve been win-wins for the companies involved and for the states. So I think other states have seen that, and there’s — 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’ll be another state that authorizes it. But certainly, that’s something we work on for the future and I hope in subsequent earnings calls, we have something more specific to tell you along those lines.

Jordan Bender: Great. And then for my follow-up, Marcia, you talked about the incremental EBITDA towards Churchill Downs, the racetrack. Can you maybe talk about waiting up to the Derby, you talked about some of the…

William Carstanjen: Did we lose Jordan? Jordan, we might have lost you.

Jordan Bender: Do you hear me? Hello?

William Carstanjen: You’re back now, but we did not get that question. We lost you for a minute there. Can you repeat that question?

Jordan Bender: Yes, sorry. I’ll just repeat. Yes. Sorry. Marcia, you talked about the incremental EBITDA coming in Churchill Downs Racetrack, and you talked about some of the ticket sales leading up to dine 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.

Marcia Dall: Yes. I think we don’t share specifics regarding pricing. What we — Bill shared in his commentary as the first turn experience is selling very nicely that particular venue is going to be spectacular this year. Most of the venues that we have there, the Mansion, for example is sold out. The Matt Winn’s Steakhouse, for example, is almost sold out. So the pricing is set a year ago. We’ll be selling the ticket for $150 pretty much right after we finished 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, we have the sponsorship coming in on the B2B side related to the San dual 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 will pull through as well. So it’s a nice combination of mix of economics that will pull through this year.

Jordan Bender: Great. Thank you.

Operator: Thank you. And our next question comes from the line of Omer Sander with JPMorgan.

Omer Sander: 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?

William Carstanjen: Well, the new capacity in Virginia, 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 Venton property, in particular. So it’s too early to tell. Obviously, when we purchased P2E, we’re very aware of the competitive environment there and factor that in and included 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.

Omer Sander: 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?

William Carstanjen: We’re really excited about the potential there. While New Hampshire itself is a small state, where Salem is as 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.

Omer Sander: Great. Thank you.

William Carstanjen: Thanks Omer.

Operator: Thank you. I would now like to hand the call back over to CEO, Bill Carstanjen for any closing remarks.

William Carstanjen: Thank you all for your time today. Thank you for your interest in our company. We — 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 just about eight weeks when we have our earnings call right before the Kentucky Derby. Take care.

Operator: Ladies and gentlemen, this concludes today’s conference call. Thank you for participating, and you may now disconnect.