UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2008~~2009


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-26015

YOUBET.COM, INC.

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)		95-4627253 (I.R.S. employer identification no.)
Delaware		95-4627253
2600 West Olive Avenue, 5th floor, Burbank, CA. 91505 (Address of principal executive offices)		91505 (Zip Code)
(State of incorporation)		(I.R.S. employer identification no.)
2600 West Olive Avenue, 5th floor, Burbank, CA. 91505		91505
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (818) 668-2100

Securities registered under Section 12(b) of the Act: ~~Common Stock, par value $.001 per share Securities registered under Section 12(g) of the Act: None~~

Common Stock, par value $.001 per share

Securities registered under Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, ~~2008~~2009) was approximately $3899.1 million based on the closing sale price of $13.2730/share as reported on the NASDAQ Capital Market on June 30, ~~2008~~2009.

As of December 31, ~~2008~~2009, there were 41,~~463~~730,~~470~~038 shares of common stock, $.001 par value per share, outstanding (net of treasury shares).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the ~~2009~~2010 Annual Meeting of Stockholders are incorporated by reference in Part III of this report.

YOUBET.COM, INC. INDEX TO FORM 10-K FOR THE YEAR ENDED DECEMBER 31, ~~2007~~2009

	Page
PART I.
Item 1. Business		43
Item 1A. Risk factors		910
Item 1B. Unresolved staff comments		1618
Item 2. Properties		1618
Item 3. Legal proceedings		1618
Item 4. Submission of matters to a vote of security holders		17
Item 4. (Removed and reserved)		19
PART II.
Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities		1720
Item 6. Selected consolidated financial data		2022
Item 7. Management’s discussion and analysis of financial condition and results of operations		2224
Item 7A. Quantitative and qualitative disclosures about market risk		3240
Item 8. Financial statements and supplementary data		3240
Item 9. Changes in and disagreements with accountants on accounting and financial disclosure		3240
Item 9A. Controls and procedures		33
Item 9A(T). Controls and procedures		40
Item 9B. Other information		3340
PART III.
Item 10. Directors, executive officers and corporate governance		3541
Item 11. Executive compensation		3541
Item 12. Security ownership of certain beneficial owners and management		35
Item 12. Security ownership of certain beneficial owners and management and related stockholder matters		41
Item 13. Certain relationships and related transactions		3542
Item 14. Principal accountants’ fees and services		3542
PART IV.
Item 15. Exhibits and financial statement schedules		3542
Signatures		3845
Exhibit 10.9
Exhibit 10.15
Exhibit 10.16
Exhibit 21.1
Exhibit 23.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

Preliminary Notes

The words “Youbet,” “we,” “our,” “ours,” “us,” and the “Company” refer to Youbet.com, Inc., together with its subsidiaries, except where the context otherwise requires. This annual report on Form 10-K is for the year ended December 31, ~~2008~~2009. This annual report modifies and supersedes documents filed prior to this annual report. The Securities and Exchange Commission, or (the “SEC, ”) allows us to “incorporate by reference” information that we file with them, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference (such as exhibits to this annual report) is considered to be part of this annual report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this annual report.

Industry and market data used throughout this annual report is based on independent industry and government publications, reports by market research firms and other published independent sources. Some data is also based on our good faith estimates, which are derived from our review of internal surveys and independent sources. Although we believe these sources are reliable, we have not independently verified the information from these third-party sources and cannot guarantee their accuracy or completeness.

Cautionary Statement

This annual report on Form 10-K contains forward-looking statements which include, but are not limited to, statements about our pending merger with and into Churchill Downs Incorporated (“Churchill Downs”) and statements concerning expectations as to our revenues, expenses, and net income, our growth strategies and plans, our assessment of strategic alternatives for United Tote~~, including a~~ ~~possible~~Company ~~sale,~~(“United ~~as to which there can be no assurance of success~~Tote”), the timely development and market acceptance of our products and technologies, the competitive nature of and anticipated growth in our markets, our ability to achieve further cost reductions, the status of evolving technologies and their growth potential, the adoption of future industry standards, expectations as to our financing and liquidity requirements and arrangements, the need for additional capital, and other matters that are not historical facts. These forward-looking statements are based on our current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by it. Words such as “anticipates”, “appears”, “expects”, “intends”, “plans”, “believes, “seeks”, “estimates”, “may”, “will” and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements, which are included in ~~accordance~~ accordance with the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, are not guarantees of future performance and are subject to risks, uncertainties, and ~~assumptions~~ assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from those results expressed in any forward-looking statements, as a result of various factors, some of which are listed under Item 1A “Risk Factors” of this report. Readers are cautioned not to place undue reliance on forward-looking statements, which are based only upon information available as of the date of this report. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

PART I.


ITEM 1.		BUSINESS

Business Overview

We are a diversified provider of technology and pari-mutuel horse racing content for consumers through Internet and telephone platforms, and a leading supplier of totalizator systems, terminals and other pari-mutuel wagering services and systems to the pari-mutuel industry. Youbet ~~Express~~ is a a leading online advance deposit wagering (“ADW”) company focused on horse racing primarily in the United States.

Our website, www.youbet.com, enables our customers to securely wager on horse races at over ~~150~~180 racetracks worldwide from the convenience of their homes or other locations. Our customers receive the same odds and expected payouts they would receive if they were wagering directly at the host track and their wagers are commingled with the host track betting pools.

We appeal to both new and experienced handicappers by providing a user-friendly “one-stop-shop” experience. To place a wager, customers open an account and deposit funds with us via several convenient options, including our ExpressCash system, which links our customers’ wagering accounts directly to their personal checking accounts. To enable our customers to make informed wagers, we provide 24-hour access to up-to-the-minute track information, real-time odds and value-added handicapping products, such as Turfday Super Stats, a comprehensive database of racing statistics and a grading system to assess trainers, jockeys and horses. Our customers can view high-quality, television speed live audio/video broadcasts with our xStreamAVtm of races as well as replays of a horse’s past races. Our convenient automated services are complemented by our skilled player service agents, who are available 15 hours a day, seven days a week to provide technical support and address any wagering or funding questions.

~~Our content partners provide us the same live satellite feeds that they normally broadcast at the~~3 track and to off-track betting facilities (“OTBs”). As a result, our partners have the opportunity to increase the total handle wagered on their racing signal, which we believe leads to higher revenues for the host track and a higher quality of racing through larger purses for the horse owners. In return, we receive a commission, or a percentage of the wager (handle) processed through Youbet Express.

WeTable acquired United Tote Company in February 2006. United Tote is a leading supplier of totalizator systems (equipment and technology that processes wagers and payouts). United Tote supplies pari-mutuel tote services to approximately 100 racing facilities in North America and additional facilities in a number of foreign markets. As a result of this acquisition, we now operate two business segments for financial accounting purposes, ADW and totalizator systems. For more information, see Note 15 “Segment Reporting” in our consolidated financial statements at the end of this report. Contents

WeOur ~~were~~content ~~incorporated~~partners inprovide ~~Delaware~~us onthe ~~November 13,~~same ~~1995.~~live ~~Our~~satellite ~~executive~~feeds ~~offices~~that ~~are~~they ~~located~~normally broadcast at ~~2600~~the ~~West~~track ~~Olive~~and ~~Avenue,~~to ~~5th~~off-track ~~floor~~betting facilities (“OTBs”). As a result, ~~Burbank~~our content partners have the opportunity to increase the total handle wagered on their racing signal, ~~Ca.~~which ~~91505~~we believe leads to higher revenues for the host track and ~~our~~a ~~telephone~~higher ~~number~~quality isof ~~(818)~~racing through larger purses for the ~~668-2100~~horse owners. ~~Our~~In ~~website~~return, ~~address~~we isreceive ~~www~~a commission, or a percentage of the wager (handle) processed through Youbet Express.~~youbet.com.~~

We acquired United Tote Company (“United Tote”) in February 2006. United Tote is a leading supplier of totalizator systems (equipment and technology that processes wagers and payouts). United Tote supplies pari-mutuel tote services to approximately 100 racing facilities in North America and additional facilities in a number of foreign markets. As a result of this acquisition, we now operate two business segments for financial accounting purposes, ADW and totalizator systems. For more information, see Note 15 “Segment Reporting” in our consolidated financial statements at the end of this report.

We were incorporated in Delaware on November 13, 1995. Our executive offices are located at 2600 West Olive Avenue, 5th floor, Burbank, CA 91505 and our telephone number is (818) 668-2100. Our website address is www.youbet.com.

Churchill Downs Merger Agreement

On November 11, 2009, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Churchill, Tomahawk Merger Corp., a wholly owned subsidiary of Churchill Downs (“Merger Corp”), and Tomahawk Merger LLC, a wholly owned subsidiary of Churchill Downs (“Merger LLC”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will merge with and into Youbet, with Youbet surviving as a wholly owned subsidiary of Churchill Downs (the “Merger”) and (ii) following completion of the Merger, the surviving corporation from the Merger will merge with and into Merger LLC, with Merger LLC surviving such merger.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of our common stock issued and outstanding immediately prior to the effective time of the Merger (other than treasury shares, shares held by our wholly owned subsidiaries or shares of our common stock held by Churchill Downs or any of its subsidiaries) will be converted into the right to receive (i) 0.0598 of a share of Churchill Downs common stock and (ii) $0.97 in cash, subject to adjustment to ensure that the Merger does not require Churchill Downs to issue more than 19.6% of the outstanding Churchill Downs common stock outstanding as of immediately prior to the effective time of the Merger.

The Merger is subject to customary closing conditions, including (i) approval and adoption by our stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iii) absence of litigation or injunctions prohibiting the transactions contemplated by the Merger Agreement and (iv) subject to certain materiality exceptions, the accuracy of the representations and warranties made by us and Churchill Downs, and compliance by us and Churchill Downs of our and Churchill Downs’s respective obligations under the Merger Agreement.

We have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants to conduct our business in the ordinary course during the interim period between the execution of the Merger Agreement and consummation of the Merger. We are also subject to a “no-shop” restriction on our ability to solicit alternative acquisition proposals, provide certain information and engage in discussions with third parties, subject to certain exceptions. The Merger Agreement also provides for certain termination rights for both us and Churchill Downs, including our right to terminate the Merger Agreement under certain circumstances to enter into a “Superior Proposal.” Upon termination of the Merger Agreement under specified circumstances, we may be required to pay Churchill Downs a termination fee of $4,326,000 and reimburse Churchill Downs’s transaction expenses up to $500,000 and Churchill Downs may be required to pay us a termination fee of $5,000,000.

Additional information regarding the Merger is provided in the proxy statement/prospectus filed with the SEC by Churchill Downs on March 2, 2010 and mailed to our stockholders on March 4, 2010.

Industry Overview

According to The Jockey Club, which is the breed registry for all thoroughbred horses in North America, total U.S. handle on thoroughbred racing, the most popular type of horse racing, was estimated at approximately $1312.63 billion in ~~2008~~2009, of which 89% represented wagers made away from the host track, such as at OTBs, at other tracks, or via Internet and telephone wagering. We believe that the ADW segment has outpaced overall pari-mutuel industry growth in recent years and that the largest volume of ADW wagers in the U.S. were processed through entities licensed as multi-jurisdictional ADW wagering hubs.

In 2000, the United States Congress amended the Interstate Horseracing Act of 1978 to clarify the legality of wagering across state lines via telephone or other electronic media and the commingling of pari-mutuel wagering pools.

In the fourth quarter of 2006, Congress passed the Unlawful Internet Gambling Enforcement Act of 2006, which includes certain racing protective provisions by maintaining the status-quo with respect to wagering activities covered under the Interstate Horseracing Act of 1978, as amended. This Act prohibits the acceptance of credit cards, electronic funds transfers, checks, or the proceeds of other financial transactions by persons engaged in unlawful betting or wagering businesses; however, the Act specifically excludes from the definition of unlawful Internet gambling “any activity that is allowed under the Interstate Horseracing Act of 1978”. On November 12, 2008, the Department of Treasury and Federal Reserve Board jointly published the final rule (the “UIGEA Rule”) implementing the Unlawful Internet Gambling Enforcement Act of 2006.

In 2000, the United States Congress amended the Interstate Horseracing Act of 1978, as amended (the “IHA”), to clarify the legality of wagering across state lines via telephone or other electronic media and the commingling of pari-mutuel wagering pools.

In the fourth quarter of 2006, Congress passed the Unlawful Internet Gambling Enforcement Act of 2006 (the “UIGEA”), which includes certain racing protective provisions by maintaining the status-quo with respect to wagering activities covered under the IHA. This Act prohibits the acceptance of credit cards, electronic funds transfers, checks, or the proceeds of other financial transactions by persons engaged in unlawful betting or wagering businesses; however, the Act specifically excludes from the definition of unlawful Internet gambling “any activity that is allowed under the Interstate Horseracing Act of 1978”. On November 12, 2008, the Department of Treasury and Federal Reserve Board jointly published the final rule (the “UIGEA Rule”) implementing the UIGEA.

Competitive Advantages

We are a leading ADW company focused on horse racing primarily in the U.S. and have processed over $23.1 billion in wagers from January 1, 2004 to December 31, ~~2008~~2009. We believe we have the following competitive advantages:

Extensive customer database and strong analytical capability

We utilize sophisticated data mining software, which generates detailed customer segmentation analyses based on variables such as wagering propensities and preferences. With this information, we are able to personalize our product offerings through targeted special offers, contests and promotions tailored to specific customer segments. This information also helps us maximize revenue yield by allowing us to target promotions and incentives to wagers on tracks that generate greater revenue yield to us.

Highly scalable infrastructure

Our highly scalable technological infrastructure and automated online and telephonic wagering platform provide us with significant operating leverage. We typically operate at less than 33% of system capacity. This built-in excess capacity enables us to easily process significantly greater wagering volume at a low incremental cost. Additionally, we continuously build automation into our core online and interactive voice recognition wagering platform in order to minimize our incremental staffing requirements. With this operating leverage, we are well-positioned to capitalize on handle growth to increase earnings.

Growth Strategies

We aim to maintain our strong position in the ADW segment and build upon the strength of our brand. We have adopted the following key growth strategies to achieve these objectives:

Continue to develop high-quality wagering products

We intend to continue to develop industry-leading technology and to expand the diversity and breadth of our product offerings and services. We believe this will translate into a more enjoyable customer experience, and as a result, we believe our customers will place a greater portion of their wagering dollars through us.

Seek additional content

We intend to continue to seek access to both additional domestic and international content for our customers to view and to wager on. WeBy ~~also~~entering ~~hope to enter~~ into additional content agreements with international racing and gaming entities, ~~which~~this will provide our customers with a more diverse array of content to view and to wager on across more hours of the day. In ~~2008,~~2009 we derived less than 5% of our handle from races outside of the U.S. and Canada.

Expand geographic presence

We intend to seek opportunities in the U.S. and abroad to leverage our highly scalable online and telephone wagering platforms and to diversify our customer base, revenue streams and content. We hope to increase our penetration of the international market by entering into content and technology agreements with international racing and gaming entities that will enable us to expand our customer base internationally.

Expansion into new gaming opportunities

International jurisdictions permit a broader array of wagering activities than the U.S., including fixed-odds sports betting. We believe that, with modifications, our robust operating platform can be adapted to facilitate such international opportunities.

Leverage our flexible wagering platform to provide online solutions for track operators and other gaming companies

~~Only~~A a limited number of track operators currently operate a website that accepts ADW wagers. If ~~track~~ track operators or other gaming companies decide to enter the online ADW segment, our experience ~~and~~ and technological leadership make us highly qualified to assist in building and supporting such websites. In addition, with our technologically advanced, highly scalable and flexible online platform and our excess capacity, we are well-positioned to provide the technological infrastructure for the online initiatives of track operators or other gaming companies.

Revenue Sources

For each pari-mutuel wager placed by our customers, we receive a commission calculated as a percentage of the wager. In the aggregate, these commissions represented approximately 7679% of our total revenue for ~~2008~~2009. We generate additional revenue primarily from processing fees, monthly subscription service fees and the sale of handicapping information.

United Tote revenue is derived from contractual arrangements for the supply, installation, operation, servicing and maintenance of totalizator systems at pari-mutuel facilities, including horse and dog racing tracks. This revenue is supplemented by sales and licensing of supplies, software and equipment used by the facilities.

Marketing

Using a variety of media channels, consisting primarily of online marketing and search engine optimization, supported by tactical print and radio advertising and complimented by brand placement through our track partners, media and promotions channels, we focus our integrated marketing efforts on targeted marketing to horse racing enthusiasts. An integrated marketing approach allows us to cycle a series of targeted messages and promotions centered on key product features, differentiators, benefits, key content, online tournaments and contests, and event-specific promotions. A complimentary strategy, implemented in 2008, includes design and content modifications to the Youbet.com website aimed at increasing its prominence in natural search results in order to drive new customers to the website.

Our marketing campaigns and customer retention strategies are supported with customer research and analysis and are intended to satisfy the needs of existing customers and drive new customers to Youbet Express^SM. We frequently initiate communication with our customers via phone, email and online channels. One-to-one messaging through the Youbet Express^SM platform allows us to tailor dynamic personalized messages and offers to our members based on their wagering propensity, preferences and frequency of visitation.

Acquisitions and Dispositions

Acquisition of United Tote

In February 2006, we completed the acquisition of United Tote for $31.9 million plus the assumption of approximately $14.7 million of United Tote debt (primarily related to the financing of equipment that had been placed with United Tote’s track customers). We financed the acquisition by delivering to UT Group, LLC, United Tote’s former owner, approximately $9.7 million in cash, an aggregate of $10.2 million in unsecured promissory notes and 2,181,818 shares of Youbet common stock, valued at $5.50 per share.

The Youbet shares issued to UT Group were subject to a “make-whole” provision pursuant to which we agreed to pay to UT Group a one-time cash payment equal to the amount by which $5.50 exceeds the average trading price of our common stock for the five trading-day period ending on February 9, 2007, multiplied by the number of shares delivered by us and then held by UT Group. In addition, we were entitled to cause UT Group to sell some or all of the Youbet shares on or before February 9, 2007, if the trading price was below $5.50 per share, provided that we paid to UT Group the make-whole amount within ten trading days of the sale. On January 23, 2007, we delivered notice exercising our right to force the sale of UT Group’s 2,181,818 shares of Youbet common stock. On January 24, 2007, all 2,181,818 shares were sold for $3.45 per share, which sale closed on January 29, 2007, and we paid UT Group the aggregate make-whole payment of $4.5 million.

For more information regarding the promissory notes issued to UT Group, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

We have streamlined the operations of United Tote and, as previously announced, we are continuing to evaluate strategic alternatives for this segment of our business, including a possible sale.

Disposition of Bruen Productions

In October 2006, ~~Youbet~~we acquired privately-held Bruen Productions International, Inc. We funded the acquisition with common stock held in treasury, payable in four installments over three years, and the assumption of approximately $0.2 million of debt. ~~Youbet~~We delivered 13,953 shares of common stock in October 2006 as the first installment. As of December 31, 2007, we sold Bruen Productions back to the original owner in exchange for return of the delivered shares, termination of future ~~stock~~ stock obligations and cash. The decision to sell ~~the~~ Bruen Productions was reached after management concluded that Bruen Productions was not a core business for Youbet, and that the sale would free up management resources to focus on our ADW platform and totalizator services. For more information regarding the sale of Bruen Productions, see Note 1714 “Discontinued Operations” in our consolidated financial statements at the end of this report.

Shutdown of IRG

AsThe ~~further described in Item 3 “Legal Proceedings,” the~~ International Racing Group (“IRG”) business was adversely impacted by a severe reduction in wagering activity following the commencement of an investigation involving the IRG business by the U.S. Attorney’s Office in Las Vegas, Nevada. Accordingly, on February 15, 2008, we stopped taking wagers and ceased all other operations associated with its business. On March 14, 2008, we entered into agreements with the U.S. Attorney’s Office in Las Vegas. Pursuant to one agreement, the U.S. Attorney’s Office agreed not to pursue any charges against Youbet or IRG in exchange for our continued cooperation with the government’s ongoing investigation. In separate agreements, we agreed to forfeit approximately $1.5 million previously seized by the government as part of its investigation. In connection with the IRG shutdown, we surrendered IRG’s license with the Oregon Racing Commission (“ORC”). For more information regarding the discontinued operations of IRG, see Note 1714 “Discontinued Operations” in our consolidated financial statements at the end of this report.

Research and Development

Expenses

During ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007, we spent approximately $4.52 million, $4.45 million and $4.14 million, respectively, on research and development activities, including capitalized expenses of $10.19 million, $01.51 million and $10.15 million in ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007, respectively.

New Products

We have made important investments in product development areas focused on meeting our customers’ needs. A number of these improvements were released in the fourth quarter of 2008 rolling into 2009. These developments include “experience” related modification such as enhancing the video streaming quality with higher resolution and speed, through implementation of Flash video. This improvement will allow our customers who use Apple’s Mac products to enjoy our streaming service for the first time. We have created other key wagering and analytic tools including “myROI”, a “return on investment” tool to help customers identify and reproduce their greatest areas of success. Additionally, we have launched tools to enhance the wagering experience, leveraging conditional logic and key improvements to our Wager Queue Pro offerings. We have also developed a number of key new promotional capabilities to improve trial and conversion as well as rebuilding and revising our referral program offering, which provides incentives for our customers to invite their friends to join the Youbet.com family.

In 2008, we began providing a co-branded product for a group of ~~four~~ racetracks in Illinois, ~~which~~pursuant to a co-branding agreement with those racetracks which provides for the sharing of the revenue ~~from~~and expenses associated with wagers placed by Illinois customers ~~and sharing the expenses for providing the co-branded product~~. The co-branded ~~offering~~product provides virtual off-track betting systems and services to customers, including, but not limited to, information regarding horse races enabling customers to transmit wagering instructions on horse races via a Website. This is accomplished through the creation of dynamic pages with a specific URL address to enable visitors and customers to use the service.

Pursuant to the terms of the co-branding agreement, we provide ADW services, including an Internet platform and customer service representatives, and retain a share of the net revenue (commissions less associated direct costs) generated from related wagering and handicapping activity. All revenue and expenses associated with the co-branding agreement are captured and accounted for in the same manner as revenue and expenses associated with our operations for customers outside of Illinois, with the exception that the co-branded product transactions are segregated into a separate profit center. At each month end, we prepare a separate profit and loss analysis for the co-branded product to determine the net revenue generated and remit to the tracks a percentage of the net revenue, which is similar to a source market fee. We account for the amount remitted to the group of race tracks as a track fee in our statement of operations, which reduces our gross profit and Youbet Express yield, as described in more detail under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Competition

Web-based interactive gaming and wagering is a new and rapidly changing marketplace. We anticipate competition will become more intense as many web-based ventures focus on the gaming industry. Management believes that we are well-positioned to compete with these entities, as well as other established gaming companies seeking to enter the interactive, pari-mutuel gaming market.

Our primary competitors in the domestic interactive pari-mutuel wagering market include ODS Technologies, L.P. and ODS Properties, Inc., collectively doing business as TV Games Network (“TVG”), Churchill Downs Technology Initiatives Company, doing business as TwinSpires (“Twinspires”), and XpressBet, Inc. (“XpressBet”).

TVG currently accepts wagers from customers in 15 states. TVG is a 24-hour national horse racing channel broadcast over cable and satellite. In January 2009, Betfair Group Ltd., a gaming company based in the United Kingdom (“Betfair”), purchased TVG from Macrovision Solutions Corporation.

Twinspires is an ADW platform owned by Churchill Downs Incorporated (“Churchill Downs”). Aside from its namesake track, where the Kentucky Derby is held, Churchill Downs also owns and operates Arlington Park, Calder Race Course and Fair Grounds Race Course.

TVG currently accepts wagers from customers in 16 states. TVG is a 24-hour national horse racing channel broadcast over cable and satellite. In January 2009, Betfair Group Ltd., a gaming company based in the United Kingdom (“Betfair”), purchased TVG from Macrovision Solutions Corporation.

Twinspires is an ADW platform owned by Churchill Downs. Aside from its namesake track, where the Kentucky Derby is held, Churchill Downs also owns and operates Arlington Park, Calder Race Course and Fair Grounds Race Course.

XpressBet is an ADW platform owned by Magna Entertainment Corp. (“Magna”). Magna owns and operates horse racetracks throughout North America, including Santa Anita Park, Gulfstream Park, Golden Gate Fields and Pimlico Race Course, where The Preakness Stakes is held. Magna also owns AmTote International, Inc., which is a provider of totalizator services.

In March 2007, Magna and Churchill Downs announced that they had formed a joint venture called TrackNet Media Group LLC (“TrackNet”) through which the companies’ horse racing content would be available to each other’s various distribution platforms, including XpressBet and Twinspires, as well as third parties, including racetracks, casinos and other ADW providers. TrackNet also purchases horse racing content to make available through its partners’ respective distribution platforms. Magna and Churchill Downs also jointly own Horse Racing Television.

~~Other~~In ~~competitors~~2007 ~~include~~and ~~Elite~~2008, ~~Turf~~we ~~Club,~~were ~~Racing~~unable &to ~~Gaming~~carry ~~Services~~a significant portion of TrackNet content due to the failure to successfully negotiate an agreement with TrackNet, ~~Premier~~as ~~Turf~~well ~~Club~~as the impact on the distribution of content stemming from disputes among tracks, ~~The~~ADWs, ~~Racing~~and a number of horsemens’ ~~Channel~~groups that have consent rights under the IHA. We have had an agreement with TrackNet to carry all of its content since the end of 2008 and anticipate being able to continue to carry that content in the future, ~~doing~~although ~~business~~the asagreement ~~Oneclickbetting~~with TrackNet, like all our agreements with content providers, is subject to cancellation by TrackNet at any time.~~com~~ In addition, ~~Lien~~we ~~Games~~may not be able to arrange to carry such content in the future, as any such arrangement is subject to contractual negotiations and ~~AmWest~~the ~~Entertainment~~consent of the relevant horsemens’ groups and racing commissions pursuant to the IHA and applicable state law.

WeOther ~~believe~~competitors ~~potential~~include, ~~new~~but ~~domestic~~are ~~and~~not ~~international~~limited ~~competitors looking~~ to, ~~enter~~Elite ~~the~~Turf ~~interactive wagering~~Club, ~~marketplace~~Racing ~~may~~& ~~include~~Gaming ~~large~~Services, Premier ~~established~~Turf ~~interactive~~Club, ~~and~~The ~~online~~Racing ~~software companies~~Channel, ~~media companies~~doing ~~and~~business ~~gaming~~as ~~companies~~Oneclickbetting.com, ~~Our~~Lien ~~business~~Games, ~~strategies~~AmWest Entertainment, ~~may~~New beJersey ~~influenced~~Account byWagering, ~~the~~The ~~timing~~New ofYork ~~a competitor’s~~Racing ~~product~~Association ~~releases~~( ~~and~~“NYRA”), ~~the~~Connecticut OTB, ~~similarity~~Sol ofMutuel ~~such~~Limited, ~~products~~Royal toRiver ~~our~~Racing, ~~products.~~Penn ~~Additional competition~~National ~~may~~Gaming, ~~result~~Inc., inDay ~~significant~~at ~~pressure~~the onTrack, ~~our pricing~~ Inc., and ~~profit~~Racing2Day ~~margins~~LLC.

~~United~~According ~~Tote~~to ~~competes~~The ~~primarily~~Jockey onClub, ~~the~~total ~~basis~~North ofAmerican ~~the~~handle ~~design,~~on ~~performance~~thoroughbred racing, ~~reliability~~the ~~and~~most ~~pricing~~popular type of ~~our~~ ~~products~~horse asracing, ~~well~~was asestimated ~~contract~~at ~~services~~approximately ~~provided~~$12.3 billion Toin ~~effectively compete~~2009, weof ~~expect~~which to89% ~~make~~was ~~continued~~wagered ~~investments~~away infrom ~~product~~the ~~development~~host ~~and/or~~track, ~~acquisitions~~such ofas ~~technology.~~at ~~Our~~OTBs, ~~two~~at ~~principal competitors~~other ~~in this business segment are AmTote International~~tracks, ~~Inc.~~or ~~(owned~~via byInternet ~~Magna)~~ and ~~Scientific~~telephone ~~Games Corporation~~wagering. Our ~~competition~~thoroughbred ~~outside~~handle ofin ~~North~~2009 ~~America~~was isapproximately ~~more~~$400.5 million ~~fragmented,~~or ~~with~~3.3% ~~competition~~of North ~~also~~American ~~being~~thoroughbred ~~provided by several international and regional companies~~handle.

We believe potential new domestic and international competitors looking to enter the interactive wagering marketplace may include the tracks themselves, off-track betting parlors, large established interactive and online software companies, media companies and domestic and international gaming companies. Our business strategies may be influenced by the timing of a competitor’s product releases and the similarity of such products to our products. Additional competition may result in significant pressure on our pricing and profit margins.

United Tote competes primarily on the basis of the design, performance, reliability and pricing of our products as well as contract services provided. To effectively compete, we expect to make continued investments in product development and/or acquisitions of technology. Our principal competitors in this business segment are AmTote International, Inc. (owned by Magna), Scientific Games Corporation and Las Vegas Dissemination Company. Our competition outside of North America is more fragmented, with competition also being provided by several international and regional companies.

Government Regulation and Legislation

Current licensing

In ~~June~~May ~~2008~~2009, the ~~Oregon Racing Commission (“~~ORC”) approved Youbet’s application to renew for one year our multi-jurisdictional simulcast and interactive wagering totalizator hub license to accept and place online and telephone horse racing pari-mutuel wagers. Also, in June ~~2008~~2009, the Washington Horse Racing Commission approved Youbet’s application to renew for one-year our ADW license to accept and place online and telephone horse racing and pari-mutuel wagers.

In ~~November~~October ~~2008~~2009, the ~~Idaho~~Illinois ~~State~~ Racing ~~Commission~~Board approved Youbet’s application tofor ~~renew~~an ~~for~~Advance ~~one~~Deposit ~~year~~Wagering ~~our multi-jurisdictional simulcast and interactive wagering totalizator hub~~ license tothrough ~~accept and~~the ~~place~~end ~~online~~of ~~and telephone horse racing and pari-mutuel wagers~~2010.

In ~~December~~November ~~2008~~2009, the ~~California~~Idaho ~~Horse~~State Racing ~~Board renewed our in-state and out-of-state ADW licenses through the end of 2009. Also, in December 2008, the Virginia Racing~~ Commission approved Youbet’s application to renew for one year our multi-jurisdictional simulcast and interactive wagering totalizator hub license to accept and place online and telephone horse racing and pari-mutuel wagers ~~through the end of 2009~~.

In December 2009, the California Horse Racing Board renewed our in-state and out-of-state ADW licenses through the end of 2010. Also, in December 2009, the Virginia Racing Commission approved Youbet’s application to renew for our license to accept and place online and telephone horse racing pari-mutuel wagers through the end of 2010.

We intend to apply for renewal of each of the licenses described above and, at this time, we have no reason to believe that these licenses will not be renewed.

Other government regulation and licensing

Gaming activities are subject to extensive statutory and regulatory control by federal, state and foreign agencies and could be significantly affected by any changes in the political climate and changes to economic and regulatory policies. These changes may impact our operations in a materially adverse way. Our facilities are used by customers to place wagers and we receive commissions derived from such wagers; therefore various statutes and regulations could have a direct and material impact on our business and on the public demand for our products and services.

For a description of pertinent federal legislation, see “Industry Overview.”

From time to time, we receive correspondence from various governmental agencies inquiring into the legality of our activities. We believe that our activities conform to those federal and state laws and regulations applicable to our activities. However, we face the risk of either civil or criminal proceedings brought by governmental or private litigants who disagree with our interpretation of the applicable laws and therefore, we are at risk of losing such lawsuits or actions and may be subject to significant damages or civil or criminal penalties.

A number of states have enacted, considered or are considering interactive and Internet gaming legislation and regulations which may inhibit our ability to do business in such states or reduce the profitability of doing business in such states, and anti-gaming conclusions and recommendations of other governmental or quasi- governmental bodies could form the basis for new laws, regulations and enforcement policies that could have a material adverse impact on our business.

Any expansion into international markets may subject us to additional regulation in those countries into which we expand.

Seasonality and Backlog

Our business segments are subject to seasonal fluctuations in demand associated with racing schedules. The first and fourth quarters of the calendar year traditionally comprise the weakest seasons for our pari-mutual wagering business. As a result of inclement weather during the winter months, a number of racetracks do not operate and those that do operate often experience missed racing days. This adversely affects the amounts wagered and the corresponding service revenues. Due to the services we provide, we do not experience a material backlog in sales orders or the fulfillment of client services.

Employees

As of December 31, ~~2008~~2009, we had a total of ~~326~~346 employees, ~~all~~295 of whom were full-time ~~employees~~and 51 were part-time. WeOf the 346 total, 93 were employed in our ADW segment and 253 were employed in our totalizator segment. We have never had a work stoppage. ~~Fifteen~~Eighteen of our ~~United~~totalizator ~~Tote~~ segment employees as of December 31, ~~2008~~2009, were represented by a labor union. We consider our relations with our employees and the union that represents some of our employees to be good.

Available Information

Our internet website address is http://www.youbet.com. We make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such documents are electronically filed with, or otherwise furnished to, the SEC.


ITEM 1A.		RISK FACTORS

The risks and uncertainties described below may not be the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations or financial results. If any of the following risks occur, our business, prospects, financial condition, operating results and cash flows could be adversely affected in amounts that could be material.

Risks Related to Our Business

Our pending Merger with Churchill Downs may cause disruption in our business and, if the pending Merger does not occur, we will have incurred significant expenses and our stock price may decline.

The announcement of our pending Merger with Churchill Downs, whether or not consummated, may result in a loss of key personnel and may disrupt our sales and operations, which may have an impact on our financial performance. The Merger agreement generally requires us to operate our business in the ordinary course pending consummation of the Merger, but includes certain contractual restrictions on the conduct of our business that may affect our ability to execute on our business strategies and attain our financial goals. Additionally, the announcement of the pending Merger, whether or not consummated, may impact our relationships with third parties.

The completion of the pending Merger is subject to certain conditions, including, among others (i) approval and adoption by our stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iii) absence of litigation or injunctions prohibiting the transactions contemplated by the Merger Agreement and (iv) subject to certain materiality exceptions, the accuracy of the representations and warranties made by us and Churchill Downs, respectively, and compliance by us and Churchill Downs of our and Churchill Downs’s respective obligations under the Merger Agreement.

We cannot predict whether all of the closing conditions for the pending Merger set forth in the Merger Agreement will be satisfied. As a result, we cannot assure you that the pending Merger will be completed. If the closing conditions for the pending Merger set forth in the Merger Agreement are not satisfied or waived pursuant to the Merger Agreement, or if the transaction is not completed for any other reason, the market price of our common stock may decline. In addition, if the pending Merger does not occur, we will nonetheless remain liable for significant expenses that we have incurred related to the transaction.

If the Merger Agreement is terminated under certain circumstances, then we would be required to pay Churchill Downs a termination fee of approximately $4,326,000 and reimburse Churchill Downs’s transaction expenses up to $500,000.

These matters, alone or in combination, could have a material adverse effect on our business and financial results.

If it is determined that our business practices violate state gaming laws or regulations, we could be subject to claims for damages, fines or other penalties and may be prohibited from accepting pari-mutuel wagers from these states in the future.

We currently have licenses in the states of California, Idaho, Oregon, Virginia, ~~and~~Illinois and Washington to operate an ADW multi-jurisdictional wagering hub and/or to accept wagers from residents of such states. We also accept pari-mutuel wagers from subscribers in other states where, we believe, accepting such wagers is permitted pursuant to the ~~Interstate Horseracing Act of 1978~~IHA, ~~as amended,~~ state laws, and certain other laws and legal principles, including those contained in the U.S. Constitution. However, state attorneys general and gaming regulators may interpret state gaming laws, the federal statutes and constitutional principles and doctrines in a narrower manner than we do. If a federal or state court were to adopt such a narrow interpretation of these laws, we may face criminal or civil damages, fines or other penalties and may be prohibited from accepting pari-mutuel wagers in one or more states in the future, which may adversely affect our business and results of operations.

910

In addition, if any proceedings were brought by governmental or private litigants who disagree with our interpretation of the applicable laws, the adverse publicity and cost of such litigation and diversion of management’s focus and time away from our business operations may have a materially adverse effect on our financial condition and results of operations. From time to time, we have received correspondence from various state governmental agencies inquiring into the legality of our business activities and, in certain circumstances, alleging our non-compliance with state gaming laws. To date, we have responded in a timely manner to all of these inquiries outlining our legal position, which we believe permits our business operations in such states. We cannot assure you that any of these state governmental agencies agree with our legal position or that proceedings intended to prohibit or restrict our business will not be brought against us by one or more of these state governmental agencies in the future.

Furthermore, a number of states have considered, enacted or are considering interactive and Internet gaming legislation and regulations which may inhibit our ability to do business in such states or reduce the profitability of doing business in such states, and anti-gaming conclusions and recommendations of other governmental or quasi-governmental bodies could form the basis for new laws, regulations and enforcement policies that could have a material adverse impact on our business. The extensive regulation by both state and federal authorities of gaming activities also can be significantly affected by changes in the political climate and changes in economic and regulatory policies. Such effects could be materially adverse to us.

Laws and regulations proposed by Congress and various state legislatures or federal or state authorities that are directly applicable to online and Internet gambling could have a material adverse effect on our business.

The ~~Unlawful~~ ~~Internet Gambling Enforcement Act of 2006, (the “~~UIGEA~~”),~~ was signed into law on October 13, 2006. On November 12, 2008, the Department of Treasury and Federal Reserve Board jointly published the ~~final rule (the “~~UIGEA Rule”), implementing the UIGEA.

The UIGEA includes certain racing protective provisions by maintaining the status quo with respect to wagering activities under the ~~Interstate Horseracing Act of 1978, as amended~~IHA. Certain versions of this legislation and other bills introduced in prior years have not included exemptions applicable to our business, and we cannot be certain legislation will not be introduced in the future that could threaten to materially and adversely affect our business.

A number of states have enacted, considered or are considering interactive and Internet gaming legislation and regulations which may or may not be worded so as to permit our business to continue in such states; and anti-gaming conclusions and recommendations of other governmental or quasi-governmental bodies could form the basis for new laws, regulations, or enforcement policies that could have a material adverse effect on our business. International expansion of our business could result in our business being subject to laws and regulations of additional foreign jurisdictions, and changes in such laws and regulations or enforcement policies could have a material adverse effect on our business.

If credit card companies, banks or third party processing companies, as a policy, refuse to process account wagering transactions as a result of perceived legal uncertainty surrounding online live event wagering, our business and results of operations could be adversely affected.

Credit card companies, banks and third party processing companies may in the future become hesitant to process deposits, fees and online transactions by our customers as a result of perceived legal uncertainty, including perceived uncertainty under the ~~UIEGA~~UIGEA and the UIGEA Rule, which prohibit the acceptance of credit cards, electronic funds transfers, checks, or the proceeds of other financial transactions by persons engaged in unlawful betting or wagering businesses, even though the ~~UIEGA~~UIGEA contains a specific exemption for activities that are permitted under the ~~Interstate~~IHA ~~Horseracing Act~~ of 1978. The refusal by credit card companies, banks and third party processing companies to process such transactions would limit the methods of payment available to our subscribers, reducing the convenience of our services, and may make competitive services more attractive. This may adversely affect our business.

If the federal government or state governments impose taxes on wagers or increase fees on wagers, our business could be adversely affected.

If one or more governmental authorities successfully assert that we should collect taxes on wagers, it could adversely affect our business. We do not currently collect taxes on wagers. However, one or more local, state or foreign jurisdictions may seek to tax Internet wagering when a subscriber is physically within their jurisdiction at the time the wager is placed. Such taxes, if imposed, could have a material adverse effect on our business. We currently pay all applicable fees on wagers in accordance with the applicable rules and regulations of the jurisdictions where we are licensed and regulated. If the regulatory authorities in such jurisdictions increase the fees required to be paid on wagers, it would have a material adverse effect on our business.

1011

If any of our significant license and content agreements isare terminated or isare not renewed, our business and results of operations may be adversely affected.

TVG has formed purported exclusive relationships with a number of major U.S. horse racetracks. In May 2001, we entered into a license and content agreement with TVG. Pursuant to this agreement, we have a non-exclusive license to access the simulcast audio, video and data content, as well as the wagering pools, of certain racing content at these racetracks. If our agreement with TVG is terminated or if such relationships between TVG and such racetracks are terminated or not renewed, and if, following any such termination or non-renewal, we are not able to license such content directly from the track operators, our business and results of operations may be adversely affected. We also have content agreements with TrackNet, NYRA and Hollywood Park which allow us to access the video and data content, as well as the wagering pools, of certain racing content controlled by them or their affiliates. If any of these content agreements are terminated or we are not able to renew such agreements, our business and results of operations may be adversely affected.

We face strong competition, and we expect competition to increase.

TVG, which operates an ADW website and the Television Games Network, is a direct competitor in the interactive, pari-mutuel wagering market. The Television Games Network is a 24-hour national racing channel for distribution over cable, Dish Network and DIRECTV®, along with an in-home pari-mutuel wagering system that requires a dedicated television set-top box. TVG currently operates in 1516 states. Expansion by TVG into states where TVG does not currently operate would increase competition for us.

In January 2009, Betfair completed its purchase of TVG. Changes by Betfair in the operation of TVG, including investment of significant resources into the operation of TVG or expansion into states where TVG currently does not operate, would increase competition for us.

Magna and its affiliated ADW website XpressBet, and Churchill Downs and its affiliated ADW website Twinspires.com, are also direct competitors in the domestic interactive, pari-mutuel wagering market. In March 2007, Magna and Churchill Downs announced that they had formed a joint venture called TrackNet through which the companies’ horse racing content would be available to each other’s various distribution platforms, including XpressBet and Twinspires, and to third parties, including racetracks, casinos and other ADW providers. Magna and Churchill Downs also jointly own Horse Racing Television. For more information about TrackNet, see Item 1. “Business—Competition”.

Other competitors include, but are not limited to, Elite Turf Club, Racing & Gaming Services, Premier Turf Club, The Racing Channel, doing business as Oneclickbetting.com, Lien Games, AmWest Entertainment, New Jersey Account Wagering, NYRA, Connecticut OTB, Sol Mutuel Limited, Royal River Racing, Penn National Gaming, Inc., Day at the Track, Inc., and ~~AmWest~~Racing2Day ~~Entertainment~~LLC. We expect to compete with these entities, as well as new ~~companies~~domestic and international competitors which may enter the interactive, pari-mutuel gaming market, including tracks themselves, off-track betting parlors, large established interactive and online software companies and domestic and international gaming companies. It is possible that our current and potential competitors may have greater resources than us.

The refusal by horsemen’s groups to approve content agreements could have a material adverse effect on our business.

In 2008, the Thoroughbred Horsemen’s Group (the “THG”), a collection of horsemen’s groups from ~~several~~ several states, refused to approve agreements for the distribution of certain content by ADW ~~operators~~ operators pursuant to the ~~Interstate~~IHA. ~~Horseracing~~Such ~~Act~~refusal by the THG did not significantly limit the content we could provide to our customers or have any material effect on our operations for 2008 since we did not have agreements to carry most of ~~1978~~the content that was subject to such refusal by the THG. However, Itit is possible that the THG, other collections of horsemen groups, or individual horsemen groups, could refuse to approve ~~such~~content agreements to which we are a party in the future and such refusal may limit the content we could provide to our customers and therefore have a material adverse affect on our business.

Our inability to retain our relationships with our content providers would have a material adverse effect on our business.

We depend upon a limited number of suppliers for the majority of our premier content, and the cancellation or non-renewal of our license agreements with any one of those suppliers, such as TrackNet, NYRA, Del Mar or Hollywood Park, would have a material adverse effect on our business.

Our inability to retain our core customer base or our failure to attract new customers would have a material adverse effect on our business.

Our data mining software generates detailed customer segmentation analyses based on variables such as wagering propensities and preferences, which allows us to personalize our product offerings through targeted special offers tailored to specific customer segments. We believe that these techniques help us to retain our best customers. In addition, our marketing relationships with the Daily Racing Form and others help us attract new customers. If we are unable to retain our core customer base through robust content offerings and other popular features, if we lose customers to our competitors, or if we fail to attract new customers, our businesses would fail to grow or would be adversely affected.

Current economic climate may adversely impact customers wager frequency and amounts.

The continuing credit crisis, increasing unemployment and the stock market declines may impact our customers’ ability to wager with the same frequency and maintain their wagering level profiles. A significant loss of customers or a considerable decline in wagering would adversely affect our business and results of operations. In addition, the current economic climate could adversely impact wagering levels and profitability at racetracks from which we carry racing content, which may cause certain racetracks to cancel races or cease operations and therefore reduce the content we could provide to our customers. A reduction in the content we provide to our customers could reduce our revenue and have an adverse impact on our profitability.

System failures or damage from earthquakes, fires, floods, power loss, telecommunications failures, break-ins or other unforeseen events could harm our business.

Our business depends upon our communications hardware and our computer hardware. Currently, our hardware is stored in two different locations. Our web services and internet connection hardware are located in a Tier IV co-location facility in Miami, Florida. Our AV distribution systems are stored at a co-location facility in Denver, Colorado. We have built certain redundancies into our systems to avoid downtime in the event of outages, system failures or damage; however, we do not have duplicate geographic locations for our site of operations. Thus, our systems remain vulnerable to damage or interruption from floods, fires, power loss, telecommunication failures, terrorist attacks, hardware or software error, computer viruses, computer denial-of-service attacks and similar events. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems could result in lengthy interruptions in our services. Any unscheduled interruption in the availability of our website and our services results in an immediate, and possibly substantial, loss of revenue. Frequent or persistent interruptions in our services could cause current or potential users to believe that our systems are unreliable, leading them to switch to our competitors or to avoid our site, and could permanently harm our reputation and brand. These interruptions also increase the burden on our engineering staff, which, in turn, could delay our introduction of new features and services on our website. We have property and business interruption insurance covering damage or interruption of our systems. However, this insurance might not be sufficient to compensate us for all losses that may occur.

We may not be able to respond to rapid technological changes in a timely manner or without service interruptions, which may cause customer dissatisfaction.

The gaming sector is characterized by the rapid development of new technologies and continuous introduction of new products. Our main technological advantage versus potential competitors is our software lead-time in the market and our experience in operating an Internet-based wagering network. However, we may not be able to maintain our competitive technological position against current and potential competitors, especially those with greater financial resources. Our success depends upon new product development and technological advancements, including the development of new wagering platforms. While we expend a significant amount of resources on research and development and product enhancement, we may not be able to continue to improve and market our existing products or technologies or develop and market new products in a timely manner. Further technological developments may cause our products or technologies to become obsolete or noncompetitive.

If we were to lose the services of key personnel, we may not be able to execute our business strategy.

Our future success depends in a large part upon the continued service of key members of our senior management team. They are critical to our overall management, as well as the development of our technology, culture and strategic direction. Our future success depends on our ability to identify, attract, hire, train, retain and motivate highly skilled technical, managerial, marketing, finance/accounting and customer service personnel. Competition for such personnel is intense, and we may not be able to retain and attract such employees.

Our operating results fluctuate seasonally and may be adversely impacted by a reduction in live racing dates as a result of regulatory factors.

We experience significant fluctuations in quarterly operating results as a result of the seasonality associated with the racing schedules. Generally, revenue is greater in the second and third quarters of the calendar year. We carry a limited number of live racing dates and the number of live racing dates varies somewhat from year to year. The allocation of live racing dates in most of the jurisdictions is subject to regulatory approval from year to year and, in any given year, there may not be the same or more racing dates than in prior years. A significant decrease in the number of live racing dates would reduce our revenue and cause our businesses to suffer.

If the horse racing tracks that we carry experience unfavorable weather, it may cause races to be cancelled which would reduce our revenue and have an adverse impact on our profitability.

Because horse racing is conducted outdoors, unfavorable weather conditions, including extremely high or low temperatures, excessive precipitation, storms or hurricanes, may cause races to be cancelled. Because a substantial portion of our operating expenses are fixed, a reduction in the number of races held or in the number of horses racing due to unfavorable weather would reduce our revenue and have an adverse impact on our profitability.

A horse racing industry controversy could cause a decline in bettor confidence and result in changes to legislation, regulation or industry practices, which could materially reduce the amount wagered on horse racing and increase our costs, and therefore, adversely affect our revenue and operating results.

A horse racing industry controversy could cause a decline in bettor confidence and result in changes to legislation, regulation or industry practices. For example, on October 26, 2002, in connection with the Breeders’ Cup World Thoroughbred Championships held at Arlington Park in Chicago, Illinois, only one person placed winning bets on the Pick 6, a bet to pick the winning horse in six consecutive races. The bettor purchased all six winning tickets, valued at more than $2.5 million, through an off-track betting telephone system. Payment of the winnings was withheld when an examination of the winning bets revealed an unusual betting pattern. Scientific Games Corporation, the parent company of Autotote Systems, Inc., later announced that it had fired an employee who had allegedly accessed the totalizator system operated by Autotote Systems, altered the winning Pick 6 tickets, and erased the record of his access. The Federal Bureau of Investigation conducted an investigation, and three individuals pled guilty in federal court to conspiring to commit fraud and money laundering. Industry controversy, like the Pick 6 matter, could result in a perceived lack of integrity or security, a decline in bettor confidence, and could lead to a decline in the amount wagered on horse racing. Any such controversy could lead to changes in legislation, regulation or industry practices, which could result in a material reduction in the amount wagered on horse racing and in the revenue and earnings of companies in the horse racing industry, including us.

The inability of our systems and controls to handle online security risks would have a material adverse effect on our business.

We use packet filters, fire walls and proxy servers which are all designed to control and filter the data allowed to enter our data centers. However, advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may make it easier for someone to compromise or breach the technology we use to protect our subscribers’ transaction data. If such a breach of security were to occur, it could cause interruptions in service and loss of data or cessation in service to our subscribers. This may also allow someone to introduce a “virus” or other harmful component to Youbet causing an interruption or malfunction.

To the extent our activities involve the storage and transmission of information such as credit card numbers, security breaches could damage our reputation and expose us to a risk of loss or litigation and possible liability, as well as costs of complying with laws governing disclosure and remediation following such breaches. Our insurance policies might not be sufficient to reimburse us for losses caused by such security breaches.

The U.S. government’s investigation into the wagering activities of certain IRG customers may adversely affect our financial condition and results of operations.

The U.S. government’s investigation into the wagering activities of certain IRG customers resulted in the seizure of approximately $1.5 million held in IRG bank accounts on October 11, 2007, among other things. On March 14, 2008, we entered into agreements with the U.S. Attorney’s Office in Las Vegas. Pursuant to one agreement, the U.S. Attorney’s Office agreed not to pursue any charges against Youbet or IRG in exchange for our continued cooperation with the government’s ongoing investigation. In separate agreements, we agreed to forfeit approximately $1.5 million previously seized by the government as part of its investigation.

While these agreements resolve the matter for Youbet, the U.S. government’s ongoing investigation creates other ancillary risks. Our continued cooperation with the U.S. government’s investigation may continue to divert management’s attention from managing our day-to-day operations and expenses arising from cooperating and responding to the U.S. government’s investigation may be significant. In addition, current and former employees, officers and directors may seek indemnification, advancement or reimbursement of expenses from us, including attorneys’ fees, with respect to current or future proceedings related to this matter. These events could adversely affect our financial condition, results of operations and the price of our common stock.

1315

Our credit facility imposes significant restrictions on us.

Our credit facility, which consists of a $5.0 million revolving line of credit and a $10.0 million term loan and matures on November 30, 2010, contains customary covenants under the loan and security agreement, including restrictions on our ability to incur indebtedness, make investments, pay dividends or engage in mergers and acquisitions. The loan and security agreement also contains certain financial covenants, including (i) a requirement to maintain a specified debt service coverage ratio, (ii) a requirement to maintain a leverage ratio not to exceed 2:1, (iii) a requirement to maintain a certain minimum specified adjusted EBITDA and (iv) limitations on capital expenditures. Our indebtedness under the loan and security agreement is guaranteed by UT Gaming, Inc. (“UT Gaming”), the direct parent of United Tote ~~Company~~, and secured by substantially all of our assets, including our intellectual property, and UT Gaming’s equity in United Tote ~~Company~~. The ~~covenants~~ covenants contained in the loan and security agreement may limit our ability to expand, pursue our ~~business~~ business strategies and obtain additional funds. Our ability to meet the financial covenants in the loan and security agreement may be adversely affected by deterioration in business conditions or our results of operations, adverse regulatory developments and other events beyond our control. As of December 31, ~~2008~~2009, we were in compliance with financial covenants under the loan and security agreement. Failure to comply with these covenants may result in the occurrence of an event of default. Upon the occurrence of an event of default, the lender may terminate our credit facility and demand immediate payment of all amounts borrowed by us, which would have adverse consequences on our business and results of operations and may adversely affect the trading price of our common stock. The Merger will result in a change of control under our credit facility, which constitutes an event of default. As a result, the lenders on the credit facility may accelerate our obligations under the credit facility.

Risks Related to United Tote

United Tote‘’s totalizator business depends on its relationships with its track and other partners for a substantial portion of its revenue. The loss of all or a portion of these relationships could result in the failure to realize the expected level of revenue from United Tote‘’s totalizator business.

United Tote has contracts to provide totalizator services to more than 100 tracks and other facilities that accept pari-mutuel wagers, such as off-track betting parlors, casinos, and jai alai frontons. As a result, the success of United Tote depends, in part, on our ability to maintain successful relationships with United Tote’s contract partners. Should these contract partners discontinue purchasing totalizator services from United Tote, we will fail to realize our expected level of revenue from United Tote’s totalizator business.

United Tote‘’s totalizator business depends on the total amount of wagers placed with its track partners.

Many of United Tote’s contracts provide that it will receive a percentage of the pari-mutuel wagers for which it provides totalizator services. As the amount of pari-mutuel wagering increase, United Tote’s revenue increases. Accordingly, a decrease in wagers placed at one or more of United Tote’s contract partners could cause a decline in United Tote’s revenue and, in turn, our consolidated revenue as the owner of United Tote. Further, any material reduction by any one of United Tote’s contract partners in its level of commitment of resources, funding, personnel, and interest in continued development of horse racing or other wagering-based businesses could cause a decline in wagering and United Tote’s and our consolidated revenue.

United Tote‘’s totalizator business depends upon leading with and responding to technological changes.

United Tote’s success depends upon new product development and technological advancements, including the development of more advanced wagering terminals. While United Tote devotes resources to research and development and product enhancement, it may not be able to continue to improve and market existing products or technologies or successfully develop and market new products in a timely manner. Further technological developments by competitors may cause United Tote products or technologies to become obsolete or noncompetitive.

Technological or human errors could have a material adverse effect on United Tote’s totalizator business

Errors by United Tote technology or personnel may subject United Tote to liabilities, including financial penalties under its totalizator service contracts, which could have a material adverse effect on United Tote’s business.

Current economic conditions may lead to a cessation or reduction of operations by United Tote’s contract partners that could have a material adverse effect on United Tote’s totalizator business.

The continuing credit crisis, increasing unemployment and the stock market declines may impact the ability of United Tote’s contract partners to continue operations at current levels. A cessation or reduction of operations by United Tote’s contract partners could cause them to discontinue or limit the totalizator services they purchase from United Tote, which could adversely affect our business and results of operations.

1416

Risks Related to Ownership of Our Common Stock

If we fail to continue to meet all applicable Nasdaq Capital Market requirements and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, impair the value of your investment and harm our business.

Our common stock is listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other requirements. One such requirement is a $1.00 per share minimum bid price. For example, in March 2008, our common stock did not meet the $1.00 per share minimum bid price requirement for 30 consecutive business days, and on March 31, 2008, Nasdaq delivered a notice regarding our noncompliance with their continued listing requirements. The share price subsequently increased above $1.00 for the minimum time period specified by Nasdaq and the situation was cured. If, in the future, our share price drops below the minimum bid price requirement for the applicable period prescribed by Nasdaq, our common stock would be delisted if we are unable to demonstrate compliance within the applicable grace period. ~~On October 16, 2008,~~ ~~the Nasdaq temporarily suspended the $1.00 minimum bid price requirement until January 16, 2009 and has now extended the temporary suspension until April 20, 2009.~~

In such a scenario, we may seek stockholder approval to affect a reverse stock split to cause an increase in the trading price of our common stock to a level above the minimum bid price requirement. However, a reverse stock split may not prevent the common stock from dropping back down towards the Nasdaq minimum per share price requirement or below the required level. It is also possible that we would otherwise fail to satisfy another Nasdaq requirement for continued listing of our common stock.

If we fail to meet all applicable Nasdaq Capital Market requirements in the future and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, adversely affect our ability to obtain financing for the continuation of our operations and harm our business. This delisting could also impair the value of your investment.

The share price of our common stock may be volatile and can decline further.

The trading price of our common stock has been volatile and is likely to continue to be volatile. Our stock price could be subject to wide fluctuations in response to a variety of issues, including broad market factors that may have a material adverse impact on our stock price, regardless of actual performance. These factors include the following:

•

periodic variations in the actual or anticipated financial results of our business or that of our competitors;

• downward revisions in securities analysts’ estimates of our future operating results or of the future operating results of our competitors; ~~• material announcements by us or our competitors; • public sales of a substantial number of shares of our common stock; and~~

•

material announcements by us or our competitors;

•

public sales of a substantial number of shares of our common stock; and

•

adverse changes in general market conditions or economic trends or in conditions or trends in the markets in which we operate.

If our quarterly results are below the expectations of securities market analysts and investors, the price of our common stock may decline further.

Many factors, including those described in this report, can affect our business, financial condition and results of operations, which makes the prediction of our financial results difficult. These factors include:

•

changes in market conditions that can affect the demand for horse race wagering;

• general economic conditions that affect the availability of disposable income among consumers; and ~~• the actions of our competitors.~~

15 • the actions of our competitors.

If our quarterly operating results fall below the expectations of securities market analysts and investors due to these or other risks, securities analysts may downgrade our common stock and some of our stockholders may sell their shares, which could adversely affect the trading prices of our common stock.

We have the ability to issue additional equity securities, which would lead to further dilution of our issued and outstanding common stock.

The issuance of additional equity securities or securities convertible into equity securities would result in dilution of then-existing stockholders’ equity interests in us. We may from time to time seek additional capital to fund operations and reduce liabilities in response to changes in the business environment. To raise capital, we may seek to sell additional equity securities, issue debt or convertible securities or seek to obtain credit facilities through financial institutions or other resources. Our Board of Directors has the authority to issue, without vote or action of stockholders, up to 1,000,000 shares of preferred stock in one or more series, and has the ability to fix the rights, preferences, privileges and restrictions of any such series. Any such series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holders of our common stock. If we issue convertible preferred stock, a subsequent conversion may dilute the current common stockholders’ interest. Our Board of Directors has no present intention of issuing any such preferred stock, but reserves the right to do so in the future.


ITEM 1B.		UNRESOLVED STAFF COMMENTS

None.


ITEM 2.		PROPERTIES

As of December 31, ~~2008~~2009, ~~Youbet~~we owned no real property. ~~Youbet~~We currently ~~leases~~lease ~~its~~our facilities for administrative, service and/or sales activities. The terms of the leases for our leased facilities expire at various dates from June ~~2009~~2010 to December 2016. The following table sets forth the location, business segment, approximate square footage and purpose of our properties as of December 31, ~~2008~~2009:

Location	Business Segment	Square Footage		Use
Woodland Hills, California	ADW		30,000	Administrative
Burbank, California	ADW		3,000	Executive
Louisville, Kentucky	Totalizator		26,900	Service
San Diego, California	Totalizator		12,103	Sales/Service
Ottawa, Canada	Totalizator		2,000	Sales/Service
Portland, Oregon	Totalizator		1,750	Service

~~Youbet~~We ~~believes~~believe that ~~its~~our facilities are adequate for ~~its~~our current and anticipated future levels of operations.


ITEM 3.		LEGAL PROCEEDINGS

AOn ~~search~~November 17, ~~warrant~~2009, ~~was~~a ~~served~~putative onclass ~~the~~action ~~Company on October 4~~lawsuit, ~~2007~~Wayne atWitkowski ~~its~~v. ~~headquarters in Woodland Hills~~Youbet.com, ~~California~~Inc., byet ~~federal agents~~al., was ~~accompanied~~filed byin ~~agents of~~ the ~~Nevada~~Superior ~~Gaming~~Court ~~Control~~of ~~Board,~~Los ~~for various records including~~Angeles, ~~among~~California ~~other~~against ~~things~~Youbet, ~~business~~various ~~records~~ of ~~IRG~~our directors, ~~related~~Churchill toDowns, ~~the~~Merger ~~wagering activities~~Corp ofand ~~certain~~Merger ~~customers~~LLC. ~~The~~Subsequently, ~~investigation~~five isadditional ~~being~~lawsuits ~~conducted~~were also byfiled in the ~~U.S.~~Los ~~Attorney’s~~Angeles ~~Office in~~Superior ~~Las Vegas~~Court, ~~Nevada.~~two Weof ~~were~~which ~~advised~~name ~~that~~Youbet ~~the~~and ~~U.S.~~our ~~Attorney’s~~directors ~~Office~~as defendants isand ~~investigating~~three ~~a potentially~~of ~~wide~~which ~~net~~also ofname ~~activities~~Churchill ofDowns ~~certain~~as ~~individuals~~a ~~who~~defendant. ~~may~~All ~~have~~six ~~used~~lawsuits ~~telephone~~(the ~~rebate~~“Los ~~wagering~~Angeles ~~services~~Litigation”), ~~including~~are ~~those~~putative ~~offered~~class byactions ~~IRG,~~brought inon anbehalf ~~allegedly~~of ~~illegal~~our ~~manner~~stockholders. ~~In connection~~Plaintiffs ~~with~~in ~~its~~the ~~investigation,~~Los ~~the~~Angeles ~~U.S.~~Litigation ~~government~~have onsince ~~October 11,~~moved ~~2007,~~to ~~took~~consolidate ~~possession~~the ofLos ~~approximately~~Angeles Litigation, to file a ~~$1.5 million~~single ~~held~~consolidated incomplaint ~~IRG~~and ~~bank~~to ~~accounts~~appoint bylead ~~way~~counsel. ofThat ~~civil~~motion ~~asset~~was ~~forfeiture~~granted on January 22, 2010.

~~Following~~The complaints in the ~~seizure~~Los Angeles Litigation all allege that our directors have breached their fiduciary duties, including alleged duties of loyalty, due care and candor, in connection with the proposed ~~IRG~~Merger. ~~accounts~~In that regard, ~~ORC~~the ~~issued~~various acomplaints ~~notice~~include, toamong ~~commence~~other ~~proceedings~~things, ~~seeking~~allegations ~~suspension~~that the proposed Merger is the result of ~~IRG’s~~an ~~license~~inadequate ~~based~~sales ~~upon~~process ~~IRG’s~~which ~~alleged~~has ~~noncompliance~~not ~~with~~been ~~ORC~~designed to ~~requirements.~~maximize ~~IRG~~stockholder value; that the consideration to be received by our shareholders is unfair ~~contested~~and inadequate; that the ~~ORC’s~~Merger ~~complaint~~Agreement includes inappropriate “no solicitation,” “matching rights,” no standstill waiver, and ~~requested~~termination afee ~~hearing.~~provisions; ~~Prior~~that tothe combined effect of these provisions, together with the ~~scheduling~~waiver of aour ~~hearing~~stockholder ~~date,~~ rights agreement that we ~~shut~~signed ~~down~~in connection ~~IRG~~with ~~operations~~the Merger Agreement with respect to Churchill Downs and ~~entered~~the entry into avoting agreements ~~Stipulated~~by ~~Order~~defendants and certain others pursuant to which they have agreed to vote in favor of the ~~License~~Merger, ~~Surrender~~is ~~with~~to “lock up” the ~~ORC~~proposed Merger, foreclose potential alternative bidders and ~~pursuant~~illegally restrain our ability to ~~which~~solicit ~~IRG~~or ~~and~~engage ~~the~~in ~~ORC~~negotiations ~~agreed~~with a third party; that various ~~IRG~~defendants ~~would~~acted ~~voluntarily~~for ~~surrender~~their own benefit in approving the ~~license~~proposed ~~issued~~Merger, byincluding for the purpose of obtaining positions or pursuing opportunities at Churchill Downs; and that material information has not been provided in connection with the ~~ORC,~~proposed ~~IRG~~Merger ~~would~~and was not ~~re-apply~~provided ~~for~~at the time that we submitted our stockholder rights agreement to a ~~hub~~stockholder ~~license~~vote. inThose ~~Oregon,~~lawsuits which name Churchill Downs or its affiliates as defendants also allege that Churchill Downs has aided and abetted the ~~ORC~~alleged ~~would~~breaches ~~deem~~of fiduciary duty by our directors. We are also alleged to have aided and abetted the ~~allegations~~alleged breaches of fiduciary duty by our directors. Among the relief insought ~~their~~by ~~notice~~the tocomplaints beis ~~resolved~~an ~~and~~enjoining ~~not~~of ~~pursue~~the ~~them~~proposed Merger, or unspecified damages if the transaction is consummated, together with payment of attorneys’ fees and costs.

1618

On ~~March~~December 1423, ~~2008~~2009, wea ~~entered~~putative ~~into~~class ~~agreements~~action ~~with~~lawsuit, ~~the~~Raymond UBalch v.S Youbet.com, ~~Attorney’s~~Inc., ~~Office~~et al., was filed in ~~Las~~the ~~Vegas. Pursuant~~Delaware toCourt ~~one~~of ~~agreement~~Chancery against Youbet, ~~the~~various Uof our directors, Churchill Downs, Merger Corp and Merger LLC.S. ~~Attorney’s~~The ~~Office~~initial ~~agreed~~Balch ~~not~~complaint contained allegations similar to those ~~pursue~~made ~~any~~in ~~charges~~the ~~against~~Los Angeles Litigation, including a claim that Churchill Downs aided and abetted ~~Youbet~~alleged orbreaches ~~IRG~~of fiduciary duty by our directors. On January 8, 2010, an amended complaint was filed in ~~exchange~~Balch, ~~for~~adding a claim against our ~~continued~~directors ~~cooperation~~for ~~with~~an alleged breach of the ~~government’s~~fiduciary ~~ongoing~~duty of ~~investigation.~~disclosure, Inand ~~separate~~adding ~~agreements,~~allegations wethat ~~agreed~~the todraft ~~forfeit~~Registration ~~approximately~~Statement ~~$1.5 million~~on ~~previously~~Form S-4 filed by ~~seized~~Churchill Downs with the SEC in connection with the proposed Merger omits material information and is materially misleading in various respects. Among the relief sought by the ~~government~~Balch asamended complaint ~~part~~is an enjoining of ~~its~~the ~~investigation~~proposed Merger, or unspecified damages if the transaction is consummated, together with payment of attorneys’ fees and costs.

WeOn ~~also~~March 2, ~~are~~2010, ~~party~~Youbet, our directors, Churchill Downs, Merger Corp, and Merger LLC entered into a memorandum of understanding with the plaintiffs in the Los Angeles litigation and the plaintiffs in the Balch litigation reflecting an agreement in principle to ~~various~~settle ~~legal~~the ~~proceedings~~cases based on defendants’ agreement to include additional disclosures relating to the proposed Merger in Youbet’s proxy statement/prospectus relating to the Merger that ~~are~~was ~~ordinary~~mailed to Youbet stockholders on March 4, 2010. Youbet, our directors, Churchill Downs, Merger Corp, and ~~incidental~~Merger toLLC each deny that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts alleged in the complaints, and expressly maintain that they diligently and scrupulously complied with any and all of their legal duties. Although Youbet, our ~~business~~directors, Churchill Downs, Merger Corp, and Merger LLC believe the lawsuits are without merit, they entered into the memorandum of understanding to eliminate the burden and expense of further litigation. WeThe domemorandum ~~not~~of ~~expect~~understanding provides that ~~any~~the settlement is subject to customary conditions including the completion of ~~these~~appropriate ~~currently~~settlement ~~pending~~documentation, ~~legal~~completion ~~proceedings~~of ~~will~~confirmatory discovery, ~~have~~court aapproval ~~material~~of ~~adverse~~the settlement, dismissal of the Los Angeles litigation with ~~impact~~prejudice, ondismissal ~~our~~of ~~consolidated~~the ~~financial~~Balch ~~position~~litigation with prejudice, ~~consolidated~~and ~~results~~the consummation of ~~operations~~the orproposed Merger ~~cash~~by ~~flows~~the Outside Date (as such term is defined in the Merger Agreement). Additionally, plaintiffs’ counsel is entitled to void the memorandum of understanding if they determine in good faith that, based upon facts learned subsequent to the execution of the memorandum of understanding, the proposed settlement is not fair, reasonable and adequate.

~~ITEM~~If 4the settlement is consummated, the Los Angeles litigation and the Balch litigation will each be dismissed with prejudice and the defendants and other released persons will receive from or on behalf of all of our non-affiliated public stockholders who held our common stock at any time from November 10, 2009, through the date of the consummation of the Merger a release of all claims relating to the proposed Merger, the Merger Agreement and the transactions contemplated therein, disclosures made relating to the proposed Merger, and any compensation or other payments made to the defendants in connection with the proposed Merger; except that the settlement will not include a release of claims by current and former Youbet stockholders to exercise their appraisal rights under Delaware law. ~~SUBMISSION~~Likewise, OFthe ~~MATTERS~~plaintiffs TOwill Areceive ~~VOTE~~a OFrelease ~~SECURITY~~from ~~HOLDERS~~the defendants, on the same or substantially equivalent terms as the release to be provided to the defendants. Members of the purported plaintiff class will be sent notice of the proposed settlement, and a hearing date before the Superior Court of California, County of Los Angeles, California, will be scheduled regarding, among other things, approval of the proposed settlement and any application by plaintiffs’ counsel for an award of attorneys’ fees and expenses.

~~None~~We are party to various legal proceedings that are ordinary and incidental to our business. We do not expect that any of these currently pending legal proceedings will have a material adverse impact on our consolidated financial position, consolidated results of operations or cash flows.


ITEM 4.		(REMOVED AND RESERVED)

PART II.

ITEM 5. MARKET FOR REGISTRANT‘’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock currently trades on the Nasdaq Capital Market under the symbol “UBET”. The following table sets forth, for the periods indicated, the high and low ~~closing~~sale price per share for our common stock.

	High		Low
Year Ended December 31, 2007:
First Quarter	$	3.75	$	2.53
Second Quarter		3.39		2.44
Third Quarter		2.46		1.61
Fourth Quarter		2.06		0.79
Year Ended December 31, 2008:
First Quarter	$	1.2528	$	0.7265
Second Quarter		1.6572		0.6967
Third Quarter		2.0109		1.0504
Fourth Quarter		1.54		0.8066
Year Ended December 31, 2009:
First Quarter	$	1.70	$	0.85
Second Quarter		3.59		1.59
Third Quarter		3.91		1.93
Fourth Quarter		3.03		2.05

On December 31, ~~2008~~2009, the closing sale price per share of our common stock as reported on the Nasdaq Capital Market was $02.8587 per share. As of December 31, ~~2008~~2009, we had ~~305~~114 ~~stockholders~~shareholders of record.

Purchases of Equity Securities by Youbet

In March 2007, our board of directors authorized a $10.0 million repurchase of up to two million shares of our common stock. Share repurchases are administered by a special committee of directors and ~~must be made on or before March 31, 2009, but~~ may not be made at any time we are in default under the terms of our credit agreement. Since the inception of this repurchase program through the end of 2007, we repurchased 586,766 shares of our common stock at a weighted average price of $1.71 per share for an aggregate purchase price of approximately $1.0 million. We used cash on hand and cash provided by operating activities to fund these share repurchases. In April 2009, our board of directors approved the modification and extension of its share repurchase plan, which was scheduled to expire on March 31, 2009. Under the modified repurchase plan, the Company is authorized to purchase up to 10% of its common stock outstanding as of March 31, 2009, subject to certain limitations under its existing credit facility. We did not repurchase any shares of our common stock during ~~2008~~2009 pursuant to this repurchase program. Under the Merger Agreement, we have agreed not to repurchase any of our common stock without the approval of Churchill Downs, and we do not expect to repurchase any more shares while the proposed Merger is pending.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information about securities authorized for issuance under our equity compensation plans as of December 31, ~~2008~~2009:

					Number of Securities Remaining
			Weighted Average		Available for Future Issuance
	Number of Securities to be Issued		Exercise Price of		Under Equity Compensation Plans
	upon Exercise of Outstanding		Outstanding Options,		(excluding securities reflected in
Plan Category	Options, Warrants and Rights		Warrants and Rights		column (a))
	(a)		(b)		(c)
Equity compensation plans approved by by security holders		5,559,173		1.99		2,811,588
Equity compensation plans approved by
Equity compensation plans not approved by by security holders		—		—		—
by security holders		6,794,594		1.72		1,309,599
		5,559,173		1.99		2,811,588
Equity compensation plans not approved by
by security holders		—		—		—
		6,794,594		1.72		1,309,599

1820

Comparison of Cumulative Total Returns

The chart below compares the performance of Youbet’s common stock with the performance of the Nasdaq Composite and a peer group index by measuring the changes in common stock prices from December 31, ~~2003~~2004 through December 31, ~~2008~~2009. Pursuant to the SEC’s rules, we created peer group indexes with which to compare our own stock performance since a relevant published industry or line-of-business index does not exist. We have selected a grouping of companies that have lines of business similar to our own. All of the companies included in the peer group index are also engaged in other businesses in which Youbet does not participate. The common stocks of the following companies have been included in the Peer Group ~~Indexes~~Index: ~~Peer Group (1) —~~ Churchill Downs, Inc. ~~and Magna Entertainment Corp. Previously included Gemstar-TV Guide International~~, ~~Inc. was removed due to its acquisition by Macrovision. Peer Group (2) — Churchill Downs, Inc.,~~ Magna Entertainment Corp and Scientific Games Corp. The chart assumes $100 was invested on December 31, ~~2003~~2004 in Youbet’s common stock and in each of the foregoing indices. The stock performance shown on the graph below is not necessarily indicative of future price performance.

Dividends

We have never declared or paid any dividends on our common stock. We intend to retain any future earnings primarily for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future. Our ability to pay dividends is restricted by the loan and security agreement relating to our credit facility. Our ability to declare or pay dividends in the future may be dependent upon our financial condition, results of operations, capital requirements, terms of any debt instruments or preferred stock then outstanding and such other factors as our board of directors may deem relevant at the time. Under the Merger Agreement, we have agreed not to pay dividends on our common stock without the approval of Churchill Downs while the proposed Merger is pending.

1921


ITEM 6.		SELECTED CONSOLIDATED FINANCIAL DATA

The following tables set forth the selected consolidated financial data ~~should~~for beeach ~~read~~of inthe ~~conjunction~~years during ~~with~~the ~~our~~five-year period ended December 31, 2009. We derived the selected consolidated financial data from our audited consolidated financial statements. ~~and~~Prospective ~~notes~~investors ~~thereto~~should ~~and~~read this selected financial data in conjunction with “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~appearing~~and our consolidated financial statements and the related notes included elsewhere in this report.

	Years ended December 31,
	2008 (1)			2007(2)			2006 (3)			2005(4)			2004
	2009			2008 (1)			2007(2)			2006 (3)			2005(4)
	(in thousands, except per share data)
Statement of Income Data
Revenues	$	~~109~~111,~~028~~380		$	~~122~~109,~~494~~028		$	~~114~~122,~~594~~494		$	81114,~~115~~594		$	6582,~~249~~366
Operating costs		~~114~~107,~~193~~682			~~133~~114,~~867~~193			~~118~~133,~~161~~867			77118,~~350~~161			6378,~~868~~601
Income (loss) from continuing operations before income tax (benefit)		(53,~~165~~698	)		(115,~~373~~165	)		(311,~~567~~373	)		(3,~~765~~567	)		13,~~381~~765
Income tax (benefit)		~~658~~(7,938	)		~~2,814~~658			~~734~~2,814			~~(1,854~~734	)		(31,~~250~~854	)
Income (loss) from continuing operations		(511,~~823~~636	)		(145,~~187~~823	)		(414,~~301~~187	)		5(4,~~619~~301	)		45,~~631~~619
Income (loss) from discontinued operations (5)		~~1,372~~(18	)		~~(14~~1,~~231~~372	)		2(14,~~270~~231	)		722,270			—72
Net income (loss)	$	(411,~~451~~618	)	$	(284,~~418~~451	)	$	(228,~~031~~418	)	$	5(2,~~691~~031	)	$	45,~~631~~691
Earnings (loss) per share:
Basic
Income (loss) from continuing operations	$	(0.1428	)	$	(0.3414	)	$	(0.1234	)	$	(0.1812	)	$	0.1618
Income (loss) from discontinued operations (5)	$	0.03			(0.34	)		0.06			0.00			0.00
Income (loss) from discontinued operations	$	(0.00	)		0.03			(0.34	)		0.06			0.00
Net income (loss)	$	(0.1128	)		(0.6811	)		(0.0668	)		(0.1806	)		0.1618
Diluted
Income (loss) from continuing operations	$	(0.1427	)	$	(0.3414	)	$	(0.1234	)	$	(0.1612	)	$	0.1416
Income (loss) from discontinued operations (5)	$	0.03			(0.34	)		0.06			0.00			0.00
Income (loss) from discontinued operations	$	(0.00	)		0.03			(0.34	)		0.06			0.00
Net income (loss)	$	(0.1127	)		(0.6811	)		(0.0668	)		(0.1606	)		0.1416
Selected Balance Sheet Data
Cash and cash equivalents	$	1615,~~538~~884		$	616,~~551~~538		$	216,~~051~~551		$	1621,~~686~~051		$	1316,~~287~~686
Working capital (deficit)		~~(771~~7,064	)		(~~14,300~~771	)		5(14,~~019~~300	)		125,~~015~~019			812,~~876~~015
Total assets		4851,~~880~~644			6548,~~050~~880			~~105~~65,~~605~~050			40105,~~829~~605			2540,~~442~~829
Current portion of long-term debt		87,~~704~~196			108,~~390~~704			810,~~311~~390			~~620~~8,311			~~391~~620
Long-term debt, net of current portion		~~3,996~~			43,~~767~~996			124,~~054~~767			~~178~~12,054			~~158~~178
Stockholders’ equity	$	1629,~~843~~676		$	1916,~~981~~843		$	5219,~~774~~981		$	2252,~~884~~774		$	1422,~~098~~884

(1)		In connection with our evaluation of strategic alternatives for United Tote, in February 2009, we concluded that the carrying value of United Tote was impaired and recorded a non-cash impairment charge of $11.2 million as of December 31, 2008, which includes the elimination of $6.9 million in goodwill and reductions in the carrying value of computer equipment and intangible assets of $3.1 million and $1.2 million, respectively.
(2)		In connection with our evaluation of strategic alternatives for United Tote, in March 2008, we concluded that United Tote goodwill was impaired and recorded a non-cash impairment charge of $8.0 million as of December 31, 2007.
(3)		In February 2006, we acquired United Tote, and in October 2006, we acquired Bruen Productions. In 2006, we paid amounts and incurred associated legal fees totaling $2.7 million in connection with an arbitration award related to an audit of amounts paid to TVG under our license agreement with TVG for the period April 2002 through March 2005.
(4)		In June 2005, we acquired IRG.
(5)		In December 2007, we sold Bruen Productions and in February 2008, we ceased operations at IRG. The results of both Bruen Productions and IRG have been accounted for as discontinued operations. See Note 14 to our consolidated financial statements at the end of this report.

2022


(5)		In December 2007, we sold Bruen Productions and in February 2008, we ceased operations at IRG. The results of both Bruen Productions and IRG have been accounted for as discontinued operations. See Note 14 to our consolidated financial statements at the end of this report.

Selected Unaudited Quarterly Results of Operations

In the opinion of management, the accompanying unaudited quarterly financial information presented below includes all adjustments which management considers necessary to present fairly the results of its operations for the periods presented below in conformity with accounting principles generally accepted in the United States of America. This quarterly financial information has been prepared consistently with the accounting policies described in the accompanying audited consolidated financial statements for the year ended December 31, ~~2008~~2009. The results of operations for the periods presented below are not necessarily indicative of the results of operations to be expected in the future.

	Fiscal quarters ended
	2008												2007
	2009												2008
	Mar. 31			Jun. 30			Sep. 30			Dec. 31			Mar. 31(2)			Jun. 30			Sep. 30			Dec. 31
	(in thousands, except per share data)
Revenues	$	2428,~~511~~048		$	2930,~~239~~184		$	2927,~~318~~876		$	25,~~960~~272		$	2824,~~592~~511		$	3329,~~274~~239		$	3329,~~392~~318		$	2725,~~236~~960
Costs and expenses
Track fees		813,~~277~~063			1013,~~199~~786			1012,~~599~~807			1011,~~228~~066			108,~~261~~277			1110,~~017~~199			910,~~774~~599			810,~~194~~228
Licensing fees		21,~~098~~317			21,~~378~~343			~~2,482~~705			~~2,166~~889			2,~~823~~098			52,~~617~~378			62,~~991~~482			42,~~379~~166
Network operations		~~925~~1,005			~~983~~981			~~985~~999			~~1,035~~886			~~1,203~~925			~~1,234~~983			~~1,079~~985			1,~~048~~035
Contract costs		3,~~536~~240			3,~~859~~842			34,~~906~~052			3,~~493~~644			3,~~760~~536			43,~~305~~859			43,~~258~~906			43,~~261~~493
Cost of equipment sales		8858			~~142~~40			~~159~~14			7775			88			~~121~~142			~~189~~159			3177
		14,924			17,561			18,131			16,999			18,135			22,294			22,291			17,913
		18,683			19,992			18,577			16,560			14,924			17,561			18,131			16,999
Gross profit		9,~~587~~365			1110,~~678~~192			119,~~187~~299			8,~~961~~712			109,~~457~~587			1011,~~980~~678			11,~~101~~187			98,~~323~~961
Operating expenses
General and administrative		4,~~198~~181			4,~~983~~263			34,~~633~~256			4,~~938~~304			54,~~004~~198			4,~~429~~983			43,~~342~~633			74,~~385~~938
Sales and marketing		1,~~243~~406			1,~~160~~487			1,~~351~~547			1,~~519~~654			21,~~141~~243			31,~~598~~160			21,~~173~~351			21,~~097~~519
Research and development		~~862~~903			~~934~~800			~~796~~769			~~838~~834			~~865~~862			~~826~~934			~~925~~796			~~1,331~~838
Depreciation and amortization including intangibles		1,~~806~~834			1,~~972~~786			21,~~197~~807			21,~~099~~790			1,~~618~~806			21,~~149~~972			2,~~820~~197			2,~~530~~099
Impairment writedowns (1)		—			—			—			11,212			—			—			—			8,000
Goodwill and intangible impairment writedown (1)																							11,212
		8,109			9,049			7,977			20,606			9,628			11,002			10,260			21,343
		8,324			8,336			8,379			8,582			8,109			9,049			7,977			20,606
Income (loss) from continuing operations		1,~~478~~041			21,~~629~~856			~~3,210~~920			~~(11,645~~130	)		~~829~~1,478			~~(22~~2,629	)		~~841~~3,210			(1211,~~020~~645	)
Interest expense, net		(285	)		(270	)		(223	)		(233	)		(258	)		(377	)		(223	)		(296	)
Interest expense, net of interest income		(198	)		(184	)		(184	)		(170	)		(285	)		(270	)		(223	)		(233	)
Other income (expense)		981			~~(73~~124	)		~~101~~194			~~137~~88			119			8(73	)		30101			~~104~~137
Income (loss) from continuing operations before income tax (benefit)		~~1,202~~924			21,~~286~~796			~~3,088~~930			~~(11,741~~48	)		~~582~~1,202			~~(391~~2,286	)		~~648~~3,088			(1211,~~212~~741	)
Income tax (benefit)		1988			57341			~~286~~52			~~296~~(8,419	)		~~(230~~19	)		~~(18~~57	)		~~(59~~286	)		~~3,121~~296
Income from continuing operations		~~1,183~~836			21,~~229~~455			~~2,802~~878			~~(12~~8,~~037~~467	)		~~812~~1,183			~~(373~~2,229	)		~~707~~2,802			(1512,~~333~~037	)
Income (loss) from discontinued operations (2)		(409	)		(213	)		(120	)		2,114			774			16			(640	)		(14,381	)
Income (loss) from discontinued operations (3)		(16	)		(2	)								(409	)		(213	)		(120	)		2,114
Net income (loss)	$	~~774~~820		$	21,~~016~~453		$	~~2,682~~878		$	(98,~~923~~467	)	$	~~1,586~~774		$	~~(357~~2,016	)	$	672,682		$	(299,~~714~~923	)
Net income per common share, diluted
Income (loss) from continuing operations	$	0.0302		$	0.0503		$	0.0702		$	(0.2919	)	$	0.0203		$	(0.0105	)	$	0.0207		$	(0.3729	)
Income (loss) from discontinued operations (2)		(0.01	)		—			(0.01	)		0.05			0.02			—			(0.02	)		(0.34	)
Income (loss) from discontinued operations														(0.01	)					(0.01	)		0.05
Net income (loss) per common share		0.02			0.0503			0.0602			(0.2419	)		0.0402			(0.0105	)		—0.06			(0.7124	)

(1)		We recognized impairment charges in United Tote as of December 31, 2008 ~~and 2007~~ in the ~~amounts~~amount of $11.2 million ~~and $8~~.~~0 million, respectively.~~
(2)		In ~~December 2007, we sold Bruen Productions and in~~ February 2008, we ceased operations at IRG. The results of ~~both Bruen Productions and~~ IRG have been accounted for as discontinued operations. See Note 14 to our consolidated financial statements at the end of this report.

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ITEM 7. MANAGEMENT‘’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a diversified provider of technology and pari-mutuel horse racing content for consumers through Internet and telephone platforms and a leading supplier of totalizator systems, terminals and other pari-mutuel wagering services and systems to the pari-mutuel industry.

To date, we have focused on the United States pari-mutuel horse race wagering market through our main product, Youbet Express^SM, which features online wagering, simulcast viewing, and in-depth, up-to-the-minute information on horse racing. Our customers receive interactive, real-time audio/video broadcasts, access to a comprehensive database of handicapping information, and, in most states, the ability to wager on a wide selection of horse races in the United States. We are working to expand the Youbet.Express^SM brand, its products, and its services throughout the United States and in select international markets.

Based on information compiled by The Jockey Club, over 89% of pari-mutuel wagers, or handle, on thoroughbred racing in the United States were placed at locations away from the host track during ~~2008~~2009. We believe the shift toward off-track wagering has been driven by the betting public’s ~~desire~~ desire for convenience and access to a broader range of content. Our website, www.youbet.com, enables our customers to securely wager on horse races at over ~~150~~180 racetracks worldwide from the convenience of their homes or other locations. Our customers receive the same odds and expected payouts they would receive if they were wagering directly at the host track and their wagers are commingled with the host track betting pools.

We appeal to both new and experienced handicappers by providing a user-friendly “one-stop-shop” experience. To place a wager, customers open an account and deposit funds with us via several convenient options, including our ExpressCash system, which links our customers’ wagering accounts directly to their personal checking accounts. To enable our customers to make informed wagers, we provide 24-hour access to up-to-the minute track information, real-time odds and value-added handicapping products, such as Turfday Super Stats, a comprehensive database of racing statistics and a grading system to assess trainers, jockeys and horses. Our customers can view high-quality, live audio/video broadcasts of races as well as replays of a horse’s past races. Our convenient automated services are complemented by our player service agents, who are available 15 hours a day, seven days a week to provide technical support and address any wagering or funding questions.

Our content partners provide us the same live satellite feeds that they normally broadcast at the track and to off-track betting facilities (“OTBs”). As a result, our partners have the opportunity to increase the total handle wagered on their racing signal, which we believe leads to higher revenues for the host track and a higher quality of racing through larger purses for the horse owners. In return, we receive a commission, or a percentage of the wagers (handle) processed by Youbet Express.

We acquired United Tote ~~Company~~ in February 2006. United Tote is a leading supplier of totalizator ~~systems~~ systems (equipment and technology that processes wagers and payouts) and processes more than $7 billion in handle annually on a global basis, approximately 90% of which is North American pari-mutuel handle. United Tote supplies pari-mutuel tote services to approximately 100 racing facilities in North America and additional facilities in a number of foreign markets.

WeAs ~~have~~a result of the United Tote acquisition, we operate two ~~reportable~~business segments for financial accounting purposes: ADW and totalizator services. Our ADW segment consists of ~~our~~the ~~core~~operations of Youbet Express ~~operations~~and Youbet Services Corporation. Our ~~ADW~~totalizator services segment ~~also~~consists ~~included~~of ~~IRG~~the operations ~~until~~of itUnited ~~closed~~Tote. asEach ofsegment ~~February 15~~operates independently, under separate management and ~~2008,~~provides distinctly separate services. The ADW segment provides internet wagering services and caters ~~Bruen~~to ~~Productions~~the general public, ~~which~~whereas wethe ~~sold~~totalizator insegment ~~December 31~~provides totalizator equipment and services to racetracks, ~~2007~~as well as off-track betting facilities and ADWs, including our ADW segment. Both segments are impacted by the ~~results~~amount of ~~both~~wagering ofhandle ~~which~~processed, ~~are~~however, the ADW ~~accounted~~segment ~~for~~is asmore ~~discontinued~~immune ~~operations.~~to ~~For~~track ~~information~~closures ondue ~~IRG~~to inclement weather, and ~~Bruen~~other ~~Productions,~~factors ~~see~~as ~~Note~~players 14may ~~“Discontinued~~shift ~~Operations”~~their wagering activities to other tracks. The revenue and expenses attributable to the services provided by our totalizator segment to our ADW segment are eliminated in our consolidated financial statements. atOur reporting segments follow the ~~end~~same ofaccounting ~~this~~policies ~~report. United~~used ~~Tote~~for ~~operations~~our consolidated ~~constitute~~financial astatements. ~~separate~~Management ~~totalizator~~evaluates each segment’s performance based upon its individual financial results of operations. For information regarding results for each segment, see Note 15 “Segment Reporting” in our consolidated financial statements at the end of this report.

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Our ADW segment also included IRG until it closed as of February 15, 2008, and Bruen Productions, which we sold in December 31, 2007, the results of both of which are accounted for as discontinued operations. For information on IRG and Bruen Productions, see Note 14 “Discontinued Operations” in our consolidated financial statements at the end of this report.

Churchill Downs Merger Agreement

On November 11, 2009, we entered into the Merger Agreement with Churchill Downs, Merger Corp and Merger LLC. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will merge with and into Youbet, with Youbet surviving as a wholly owned subsidiary of Churchill Downs and (ii) following completion of the Merger, the surviving corporation from the Merger will merge with and into Merger LLC, with Merger LLC surviving such merger.

Additional information regarding the Merger is provided in the proxy statement/prospectus filed with the SEC by Churchill Downs on March 2, 2010 and mailed to our stockholders on March 4, 2010.

Results of Operations for 2009 Compared to 2008

The following table sets forth, for the years ended December 31, 2009 and 2008, certain operating data for each of our operating segments prior to the elimination of intersegment revenues of $1.1 million and $1.2 million in the years ended December 31, 2009 and 2008, respectively.


	ADW Segment												Totalizator Segment
	Year ended December 31,												Year ended December 31,
							Increase			%									Increase			%
	2009			2008			(Decrease)			Change			2009			2008			(Decrease)			Change
	(in thousands)
Revenues	$	90,727		$	85,831		$	4,896			5.7	%	$	21,737		$	24,443		$	(2,706	)		-11.1	%

Gross profit		30,796			32,229			(1,433	)		-4.4	%		6,772			9,184			(2,412	)		-26.3	%
As % of revenues		33.9	%		37.5	%								31.2	%		37.6	%

Operating expenses		23,226			23,417			(191	)		-0.8	%		10,395			22,324			(11,929	)		-53.4	%
As % of revenues		25.6	%		27.3	%								47.8	%		91.3	%

Income from continuing operations before other income (expense) and income tax	$	7,570		$	8,812		$	(1,242	)		-14.1	%	$	(3,623	)	$	(13,140	)	$	9,517			72.4	%
As % of revenues		8.3	%		10.3	%								-16.7	%		-53.8	%

Note: Revenues exclude intersegment eliminations of $1.1 million in 2009 and $1.2 million in 2008, respectively.

Revenues

Total revenues increased $2.4 million, or 2%, for the year ended December 31, 2009 when compared with 2008. Excluding the impact of intersegment eliminations, the revenue increase was the result of an increase in our ADW segment revenues of $4.9 million, or approximately 6%, which was partially offset by a decrease in our totalizator segment revenues of $2.7 million, or approximately 11%, over those periods. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our revenues on an operating segment basis.

ADW Segment Revenues

ADW segment revenues, which consist primarily of commissions on wagers placed by our customers, net of player incentives, increased approximately $4.9 million, or approximately 6%, in the year ended December 31, 2009, when compared to 2008. Gross commissions, before deduction of player incentives, during 2009 increased $9.1 million, or approximately 10% compared to 2008 due primarily to a 10% improvement in handle resulting from increased track content. However, the increase in gross commissions was partially offset by higher player incentives in 2009 of $3.7 million, a 46% increase compared to 2008. Approximately $0.4 million of the increase in player incentives relates to the redemption of expired player reward points in the first quarter of 2009, $0.3 million relates to a prospective change in estimate of the value of outstanding reward points and the remainder is associated with the impact of our more aggressive incentive marketing efforts.

Total handle for the year ended December 31, 2009 was $480.3 million, an increase of $42.0 million, or 10%, compared to 2008 primarily as a result of our ability to carry all TrackNet content during 2009 compared to 2008, during which we were unable to carry a significant portion of TrackNet content due to the failure to successfully negotiate an agreement with TrackNet until the end of 2008, as well as our aggressive marketing efforts during 2009.

Youbet Express yield, defined as “commission revenue less track and licensing fees as a percentage of handle” (each calculated in accordance with generally accepted accounting principles), decreased approximately 1.0% to 6.9% in 2009 versus 7.9% in 2008. The lower yield reflects the impact of increased track fees due to changes in track mix (which are driven by player preferences due to such things as race type, time of day and wagering pool size) resulting from the return of the TrackNet content, which generally includes tracks with higher costs and, correspondingly, lower yields, as well as increased revenue sharing expense associated with our co-branding agreement with tracks in Illinois and the increase in player incentives described above.

The following table sets forth our calculation of Youbet Express yield for the periods indicated:


	Year ended December 31,
	2009			2008			Increase (Decrease)			%
	(in thousands)
Handle	$	480,297		$	438,261		$	42,036			9.6	%


Commissions		88,320			82,929			5,391			6.5	%
Less:
Track fees		50,722			39,303			11,419			29.1	%
License fees		4,254			9,124			(4,870	)		-53.4	%

Net revenue	$	33,344		$	34,502		$	(1,158	)		-3.4	%

Yield %		6.9	%		7.9	%

We believe that yield is a useful measure to evaluate our operating results and profitability. Yield, however, should not be considered an alternative to operating income or net income as indicators of Youbet’s financial performance and may not be comparable to similarly titled measures used by other companies.

Totalizator Segment Revenues

Totalizator segment revenues, which consist of contract revenues associated with the service of totalizator systems and equipment sales, decreased $2.7 million, or approximately 11%, when compared to 2008. Contract revenues from the service of totalizator systems, which are driven by wagering handle at tracks serviced, were $20.9 million a decrease of $2.4 million, or approximately 10%, compared to 2008, primarily as a result of track closures, a general industry decline in wagering and reduced racing days. Equipment sales in 2009 were $0.8 million, representing a decrease of $0.3 million, or approximately 28% compared to 2008 due to the reluctance of track owners to invest in new equipment in the current global economy.

Costs and Expenses

Consolidated costs and expenses increased $6.2 million, or approximately 9%, in 2009 compared to 2008 primarily as a result of increased track fees, which were partially offset by decreases in licensing fees and totalizator equipment costs, as discussed below. As a percentage of revenues, consolidated costs and expenses increased from approximately 62% in 2008 to approximately 66% in 2009. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our costs and expenses on an operating segment basis.

ADW Segment Costs and Expenses

Costs and expenses in our ADW segment consist of track fees, licensing fees and network operations, each as described below.

Track fees: Track fees, which primarily consist of host and market access fees paid and payable to various tracks, increased $11.4 million, or approximately 29%, in 2009 compared to 2008. The increase is partially attributable to the 10% increase in handle and host fee rate increases and a shift of costs from license fees to tracks fees resulting from a reduced number of TVG exclusive tracks. The increase is also attributable to TV streaming costs, source market fees, host fees and track revenue sharing fees associated with the Company’s co-branding agreement with tracks in Illinois, which increased $2.5 million, $1.3 million, $6.4 million and $2.6 million, respectively, in 2009 compared to 2008. The increase in track fees was partially offset by a decrease in California market access fees of $1.8 million over the same period in 2008 due to reduced wagering in California.

Licensing fees: Licensing fees, which represent amounts paid and payable under our licensing agreement with TVG, decreased $4.9 million, or approximately 53%, in 2009 compared to 2008, primarily due to a decrease in the number of TVG exclusive tracks we carried over those periods.

Network operations: Network operations expense, which consists of costs for salaries, data center management, telecommunications and various totalizator fees, decreased $0.1 million or approximately 2% in 2009 compared to 2008. This decrease was primarily attributable to a reduction of totalizator fees of $0.3 million associated with renegotiated totalizator contracts and computer supplies, which was partially offset by higher decoder and AV expenses and increased salaries.

As a percentage of ADW segment revenues, costs and expenses in our ADW segment increased from approximately 62% in 2008 to approximately 66% in 2009.

Totalizator Segment Costs and Expenses

Costs and expenses in our totalizator segment consist of contract costs and equipment costs, each as described below.

Contract costs: Contract costs, which represent costs associated with providing totalizator services at racetracks, remained flat in 2009 when compared to 2008. Reductions of $0.2 million in communication expenses, $0.2 million in salaries and $0.2 million in travel/entertainment related expenses in 2009 compared to 2008 were offset by $0.7 in expenses related to inventory write-downs in 2009.

Equipment Costs: Equipment costs, which represent costs associated with equipment sales, decreased from $0.5 million in 2008 to $0.2 million for the comparable period in 2009, due to a decrease in equipment sales.

As a percentage of totalizator segment revenues, costs and expenses in our totalizator segment increased from approximately 62% in 2008 to approximately 69% in 2009.

Gross Profit

Consolidated gross profit decreased $3.8 million, or approximately 9%, in 2009 compared to 2008 primarily due to increased track fees and player incentives in our ADW segment and the decline in revenues and flat cost structure in our totalizator segment. As a percentage of revenues, consolidated gross profit decreased from approximately 38% in 2008 to approximately 34% in 2009. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our gross profit on an operating segment basis.

ADW Segment Gross Profit

Gross profit in our ADW segment was $30.8 million for 2009, representing a decline of $1.4 million, or approximately 4%, compared to 2008. The decline was primarily due to increased track fees attributable to the change in track mix associated with the return of TrackNet content, which carry higher track fees, increased revenue share expense associated with our co-branding agreement with tracks in Illinois and the increase in player incentives, the total of which offset the revenue gains experienced as a result of increased handle. As a percentage of ADW segment revenues, gross profit in our ADW segment decreased from approximately 38% in 2008 to approximately 34% in 2009.

Totalizator Segment Gross Profit

Gross profit in our totalizator segment was $6.8 million for 2009, representing a decline of $2.4 million, or approximately 26%, compared to 2008. This decline is primarily attributable to the 11% decline in totalizator segment revenues over the same periods and the $0.7 million in expenses related to inventory write-downs in 2009. Due to the nature of the totalizator business and contractual obligation to provide equipment and totalizator services, its cost structure is fairly rigid and less variable to fluctuations in handle processed and reduction in race days. As a percentage of segment revenues, gross profit in our Totalizator segment decreased from approximately 38% in 2008 to approximately 31% in 2009.

Operating Expenses

Research and development: Research and development expense of $3.3 million decreased slightly in 2009 when compared with 2008 due to a reduction in employee related costs in the Totalizator segment.

Sales and marketing: Sales and marketing expense of $6.1 million in 2009 increased $0.8 million, or approximately 16%, compared to 2008. This increase was primarily in the Youbet Express business and resulted from an increase in sales and marketing personnel and management’s priority to more appropriately develop and target marketing efforts to specific initiatives including online customer acquisition, conversion and retention.

General and administrative: General and administrative expense of $17.0 million in of 2009 decreased $0.7 million, or approximately 4% in 2009 compared to 2008. This decrease is attributable to reductions of $1.7 million in employee benefit costs related to reduced severance and bonus accruals, $0.4 million in non-cash compensation due to higher than expected option forfeitures, $0.3 in licenses and $1.1 million in business taxes as a result of a settlement with the City of Los Angeles concerning the proper classification of Youbet operations; business taxes were reserved for in prior periods pending resolution of the matter. These reductions were significantly offset by an increase in salaries of $0.6 million due to an increase in employees, and increases in legal and investment banking costs of $1.6 million and $0.5 million, respectively, primarily related to our proposed merger with Churchill Downs. As a percentage of total revenues, general and administrative costs decreased from approximately 16% in 2008 to approximately 15% in 2009.

Depreciation and amortization: Depreciation and amortization in 2009 decreased $0.9 million, or approximately 11%, compared to 2008 due to the aging of equipment and software in our totalizator segment, which was partially offset by the purchase of new software in our ADW segment.

Impairment Write downs: In connection with our exploration of strategic alternatives for United Tote, we continue to evaluate the goodwill related to United Tote, including comparing the current estimated fair value to the carrying value of the goodwill. In February 2009, we performed an evaluation and concluded that the carrying value of United Tote was impaired as of December 31, 2008. The total amount of this additional non-cash impairment charge was $11.2 million, which included a $6.9 million impairment of goodwill, and write downs in computer equipment and intangible assets of $3.1 million and $1.2 million, respectively. In 2009, we performed our annual asset impairment evaluation and concluded that an additional impairment write-down was not deemed necessary.

Interest expense (income): Interest expense of $0.8 million in 2009, decreased $0.4 million compared to $1.2 million in 2008. This decrease is primarily due to lower interest rates and lower debt levels. Interest income in 2009 was $0.2 million lower than 2008, primarily due to lower investment yields in 2009 compared with 2008.

Other income: Other income in 2009 increased $0.3 million when compared to 2008 due to the recovery by United Tote of pre-acquisition receivables previously written off to expense.

Income Taxes: Income taxes were favorably impacted by a $8.1 million reduction in our valuation allowance relating to deferred tax assets for net operating loss carry forwards. According to the provisions of Accounting Standards Codification (“ASC”) Topic 7402 Income Taxes that are derived from Statement of Financial Accounting Standards Board Statement (“SFAS”) No. 109, Accounting for Income Taxes, a deferred tax asset should be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. All available evidence, both positive and negative, must be considered in determining the need for a valuation allowance. For 2009, positive evidence we considered included future revenue and expenses, reversals of book to tax temporary differences, and the implementation of and/or ability to employ various tax planning strategies. Negative evidence included book and tax losses generated in prior periods, and the inability to carryback deferred benefits to those periods. Based upon this evaluation and expected future profitability, we concluded that our valuation allowance against our net operating loss carry forwards should be reduced.

Results of Operations for 2008 Compared to 2007

The following table sets forth, for the years ended December 31, 2008 and 2007, certain operating data for each of our operating segments prior to the elimination of intersegment revenues of $1.2 million and $1.3 million in the years ended December 31, 2008 and 2007, respectively.


	ADW Segment												Totalizator Segment
	Year ended December 31,												Year ended December 31,
							Increase			%									Increase			%
	2008			2007			(Decrease)			Change			2008			2007			(Decrease)			Change
	(in thousands)
Revenues	$	85,831		$	97,652		$	(11,821	)		-12.1	%	$	24,443		$	26,093		$	(1,650	)		-6.3	%

Gross profit		32,229			32,781			(552	)		-1.7	%		9,184			9,080			104			1.1	%
As % of revenues		37.5	%		33.6	%								37.6	%		34.8	%

Operating expenses		23,417			31,192			(7,775	)		-24.9	%		22,324			21,041			1,283			6.1	%
As % of revenues		27.3	%		31.9	%								91.3	%		80.6	%

Income from continuing operations before other income (expense) and income tax	$	8,812		$	1,589		$	7,223			454.6	%	$	(13,140	)	$	(11,961	)	$	(1,179	)		-9.9	%
As % of revenues		10.3	%		1.6	%								-53.8	%		-45.8	%

Note: Revenues exclude intersegment eliminations of $1.2 million in 2008 and $1.3 million in 2007, respectively.

Revenues

Total revenues decreased $13.5 million, or approximately 11%, for ~~2008~~the year ended December 31, 2008 when compared with 2007. ~~ADW~~Excluding ~~segment revenue~~the impact of intersegment eliminations, ~~which~~the ~~consists~~revenue ~~primarily~~decrease was ofthe ~~commissions~~result onof ~~wagers~~a ~~placed~~decrease byin our ~~customers,~~ADW ~~decreased approximately~~segment revenues of $11.8 million, or approximately 12%, and ~~compared to 2007 resulting primarily from~~ a 9%decrease ~~decline~~ in ~~handle,~~ asour ~~discussed~~totalizator ~~below,~~segment asrevenues ~~well~~of as$1.7 million, ~~higher~~or ~~customer~~approximately ~~incentives and rebates~~6%, ~~which~~over ~~amounted to~~those $2periods.~~5 million~~ ~~and~~Set ~~represented~~forth abelow ~~45%~~is ~~increase~~a inquantitative ~~such~~and ~~incentives~~qualitative ~~and~~analysis ~~rebates~~of ~~compared~~the ~~with~~effects of the ~~prior~~various ~~year.~~factors ~~Totalizator~~affecting ~~segment~~our revenues ~~decreased~~on ~~$1.7 million,~~an oroperating ~~6%,~~segment ~~when compared to 2007~~basis.

~~Total~~ADW ~~handle~~Segment ~~for 2008 was $438.3 million, a decrease of $46.0 million, or 9%, compared to 2007~~Revenues ~~primarily due to the loss of certain track content and changes in jurisdictions where we accept wagers.~~

~~Youbet~~ADW ~~Express~~segment ~~yield~~revenues, ~~defined~~which asconsist ~~commission~~primarily ~~revenue~~of ~~less~~commissions ~~track~~on ~~and~~wagers ~~licensing~~placed ~~fees~~by ~~(each~~our ~~calculated~~customers, net inof ~~accordance~~player ~~with~~incentives, ~~generally~~decreased ~~accepted~~by ~~accounting~~approximately ~~principles)~~$11.8 million, ~~increased~~or 7012%, ~~basis~~in ~~points~~the toyear ~~7.9%~~ended inDecember 31, 2008 ~~versus~~compared ~~7.2%~~to in 2007. ~~The~~Gross ~~yield~~commissions, ~~improvement~~before ~~reflects~~deduction ~~the impact~~ of ~~changes~~player inincentives, ~~track~~for ~~mix~~2008 ~~favoring~~decreased ~~tracks~~$8.5 million ~~with~~or ~~higher~~9% ~~yields,~~compared ~~the~~to ~~loss~~2007 ofdue ~~lower~~to ~~yielding~~a ~~TrackNet~~10% ~~content~~decline ~~and~~in awagering ~~reduction~~handle. inADW segment ~~lower~~revenues ~~yielding~~were ~~TVG~~further ~~content~~negatively inimpacted ~~2008.~~by Wean ~~believe~~increase ~~that~~in ~~yield~~player isincentives aduring ~~useful~~2008 ~~measure~~of ~~to evaluate our~~$2.5 ~~operating~~million, ~~results~~or ~~and~~approximately ~~profitability. Yield~~45%, ~~however,~~when ~~should~~compared ~~not~~with be2007. ~~considered~~In anaddition, ~~alternative~~the tonon-commission related ~~operating~~portion ~~income~~of orour ~~net~~ADW ~~income~~segment asrevenues, ~~indicators~~consisting of ~~Youbet’s~~subscriptions, ~~financial~~information ~~performance~~ and ~~may~~processing ~~not be~~fees, ~~comparable~~decreased to$0.8 million ~~similarly~~compared ~~titled~~to ~~measures~~2007 ~~used~~due byto ~~other~~player ~~companies~~promotions.

~~Revenue~~Total ~~generated~~handle byfor ~~our United Tote operations in~~ 2008 ~~included~~was ~~contract revenue associated with the service of totalizator systems of~~ $22438.13 million ~~and equipment sales of $1.1 million~~, ~~representing~~ a decrease of $146.~~9 million and an increase of $~~0.3 million, ~~respectively~~or 10%, compared to 2007. primarily ~~Service~~due ~~revenue~~to ~~declined~~the asloss ~~a result~~ of certain track ~~closures~~content and ~~reduced~~changes ~~racing~~in ~~days~~jurisdictions ~~due~~where ~~to inclement~~we ~~weather and track maintenance~~accept wagers.

Youbet Express yield, defined as “commission revenue less track and licensing fees as a percentage of handle” (each calculated in accordance with generally accepted accounting principles), increased 70 basis points to 7.9% in 2008 versus 7.2% in 2007. The yield improvement reflects the impact of changes in track mix (which are driven by player preferences due to such things as race type, time of day and wagering pool size) favoring tracks with higher yields, the loss of lower yielding TrackNet content and a reduction in lower yielding TVG content in 2008. TrackNet content generally includes tracks with higher costs and, correspondingly, lower yields. Loss of a significant portion of TrackNet content had the impact of shifting player wagers to higher yielding tracks, thus changing the proportion of funds wagered on lower versus higher yielding content.

The following table sets forth our calculation of Youbet yield for the periods indicated:


	Year ended December 31,
	2008			2007			Increase (Decrease)			%
	(in thousands)
Handle	$	438,261		$	484,216		$	(45,955	)		-9.5	%


Commissions		82,929			93,969			(11,040	)		-11.7	%
Less:
Track fees		39,303			39,246			57			0.1	%
License fees		9,124			19,810			(10,686	)		-53.9	%

Net Revenue	$	34,502		$	34,913		$	(411	)		-1.2	%

Yield %		7.9	%		7.2	%

Totalizator Segment Revenues

Totalizator segment revenues, which consist of contract revenues associated with the service of totalizator systems and equipment sales, decreased $1.7 million, or approximately 6%, in 2008 when compared 2007 due to a decrease in contract revenues, which was partially offset by an increase in equipment sales. Contract revenues from the service of totalizator systems, which are driven by wagering handle at tracks serviced, were $23.3 million in 2008, representing a decrease of $1.9 million, or approximately 8%, compared to 2007, primarily as a result of track closures, a general industry decline in wagering and reduced racing days. Equipment sales in 2008 were $1.1 million, representing an increase of $0.3 million, or approximately 29%, compared to 2007 due to several international sales transactions.

Costs and Expenses

~~Track~~Consolidated ~~fees:~~costs ~~Track~~and ~~fees~~expenses decreased $13.0 million, ~~which~~or approximately 16%, in 2008 compared to 2007 primarily ~~consist~~as a result of ~~host~~a ~~and~~$10.7 million ~~market~~decrease ~~access~~in license fees ~~paid~~associated ~~and~~with ~~payable~~the tofewer ~~various~~number ~~tracks~~of ~~remained~~TVG ~~flat~~exclusive tracks in 2008 ~~when~~and ~~compared~~a ~~to 2007~~$1.8 million ~~The~~reduction ~~year-over-year~~in ~~decrease~~totalizator incontract ~~track~~costs. ~~fees~~As ~~attributable~~a topercentage ~~reduced~~of ~~handle~~revenues, ~~was~~consolidated ~~offset~~costs byand ~~source~~expenses ~~market~~decreased ~~fee~~from ~~settlement~~approximately ~~accruals~~66% ~~and higher~~in ~~host~~2007 ~~fees paid~~ to ~~the~~62% ~~NYRA~~in ~~tracks~~2008. InSet forth below is a quantitative and qualitative analysis of the ~~beginning~~effects of the ~~2008,~~various ~~these~~factors ~~NYRA~~affecting ~~tracks~~our ~~were~~costs noand ~~longer~~expenses ~~TVG exclusive~~on an operating segment basis.

ADW Segment Costs and Expenses

Costs and expenses in our ADW segment consist of track fees, licensing fees and network operations, each as described below.

Track fees: Track fees, which primarily consist of host and market access fees paid and payable to various tracks remained flat in 2008 when compared to 2007. A year-over-year decrease in track fees attributable to reduced handle was offset by the shift of costs from license fees to track fees resulting from a reduced number of TVG exclusive tracks and higher host fees paid to the NYRA tracks as a result of such shift. TV streaming costs, source market fees and track revenue sharing fees increased $1.1 million, $1.6 million and $0.3 million, respectively, in 2008 compared to 2007 whereas California market access fees decreased $2.7 million over the same period due to reduced wagering in California.

Licensing fees: Licensing fees, which represent amounts paid and payable under our licensing agreement with TVG, decreased $10.7 million, or 54%, in 2008 compared to 2007, primarily due to decreased wagering on horse races at TVG tracks and the fact that, in 2007, certain California racetracks and, beginning in 2008, NYRA racetracks were no longer TVG exclusive and, therefore, became subject to lower licensing fees.

Network operations: Network operations expense, which consists of costs for salaries, data center management, telecommunications and various totalizator fees, declined $0.6 million or 14% in 2008 when compared to 2007. This decrease was primarily attributable to lower data communication, AV fees and totalizator fees, partially offset by higher outside service expenses related to the relocation of our servers to a more secure facility in the latter part of 2007.

As a percentage of ADW segment revenues, costs and expenses in our ADW segment decreased from approximately 66% in 2007 to 63% in 2008.

Totalizator Segment Costs and Expenses

Costs and expenses in our totalizator segment consist of contract costs and equipment costs, each as described below.

Contract costs: Contract costs, which represent costs of United Tote associated with providing totalizator services at racetracks, decreased $1.8 million, or 11%, in 2008 compared to 2007, largely due to lower compensation costs resulting from the restructuring initiated during the second half of 2007. In addition, lower repair and maintenance costs, professional fees and data communication expenses were partially offset by higher equipment rental and outside labor expense.

Equipment Costs: Equipment costs, which represent costs of United Tote associated with earning equipment sales revenue, increased 9% in 2008, when compared with 2007, due to aan ~~modest~~ increase in equipment sales.

As a percentage of totalizator segment revenues, costs and expenses in our totalizator segment decreased from approximately 65% in 2007 to 62% in 2008.

Gross Profit

Consolidated gross profit decreased $0.4 million, or approximately 1%, in 2008 compared to 2007 primarily due to the 10% decline in overall wagering handle, increased incentives provided players to mitigate the impact of the handle decline and revenue decline experienced by our totalizator segment, which were partially offset by a $13.0 million, or 16% decline, in consolidated costs and expenses. As a percentage of revenues, consolidated gross profit increased from approximately 34% in 2007 to 38% in 2008. Set forth below is a quantitative and qualitative analysis of the effects of the various factors affecting our gross profit on an operating segment basis.

ADW Segment Gross Profit

Gross profit in our ADW segment was $32.2 million for 2008, as compared to $32.8 million in 2007, a $0.6 million or 2% decline. The decline was primarily due to reduced commission revenue as a result of the decline in wagering handle, as well as increased player incentives, which were partially offset by reduced license fees as described above. As a percentage of ADW segment revenues, gross profit in our ADW segment increased from approximately 34% in 2007 to 38% in 2008.

Totalizator Segment Gross Profit

Gross profit in our totalizator segment was $9.2 million for 2008, representing an increase of $0.1 million, or approximately 1%, compared to 2007. This increase is primarily attributable to measures taken to reduce contract operating costs in consideration of reduced contract revenue and improved margins on equipment sales. As a percentage of totalizator segment revenues, gross profit in our totalizator segment increased from approximately 35% in 2007 to 38% in 2008.

Operating Expenses

Research and development: Research and development expense decreased $0.5 million, or approximately 13%, in 2008 compared with 2007 primarily due to labor cost savings and higher capitalization of ~~internally~~ internally developed software. We continue to invest in the development of our network infrastructure and to support continued technology upgrades as necessary, which may increase our research and development expenses in the future.

Sales and marketing: Sales and marketing expense decreased $4.7 million, or approximately 47%, in 2008 compared to 2007. This decrease was primarily all in the Youbet Express business and resulted from a management priority to reduce and more appropriately target marketing efforts to specific initiatives including online customer acquisition, conversion and retention.

2332

General and administrative: General and administrative expense decreased $3.4 million, or approximately 16%, in 2008 compared to 2007. The decrease in these expenses results primarily from reduced personnel ~~and~~relating to the recording of severance/termination charges of $2.0 million in the fourth quarter of 2007 and employee reductions, benefits and recruiting ~~expenses~~costs totaling $1.1 million, accounting fees and expenses related to improving and testing our internal control over financial reporting of $0.9 million, as well as other cost reduction initiatives that commenced in ~~the~~ ~~fourth quarter of 2007 and~~ the ~~of recording severance/termination charges of $2.0 million in the~~ fourth quarter of 2007. These reductions were partially offset by a $0.7 million severance ~~payment~~ payment to our former interim chief executive officer accrued in the second quarter of 2008 and ~~higher~~ higher non-cash compensation expense of $0.5 million in 2008 compared with 2007.

Depreciation and amortization: Depreciation and amortization decreased $1.0 million, or approximately 11%, compared to 2007, primarily due to the amortization of $0.5 million of capitalized software development costs associated with our King Contest product in 2007 and continued aging of assets.

Impairment Write downs: In connection with our exploration of strategic alternatives for United Tote, we re-evaluated the goodwill related to United Tote. As part of this evaluation, we compared the current estimated fair value to the carrying value of goodwill, and on March 25, 2008, we concluded that United Tote goodwill was impaired and recorded a non-cash impairment charge of $8.0 million as of December 31, 2007. In February, 2009, we concluded that the carrying value of United Tote was further impaired as of December 31, 2008. The total amount of this additional non-cash impairment charge was $11.2 million, which included a $6.9 million impairment of goodwill, and write downs in computer equipment and intangible assets of $3.1 million and $1.2 million, respectively.

Interest expense (income): Interest expense of $1.2 million in 2008, decreased $0.6 million ~~compared~~ compared to $1.8 million in 2007. This decrease is primarily due to lower debt levels during 2008 and lower interest rates. Interest income was $0.4 million lower than 2007, primarily due to lower investment yields in 2008 compared with 2007.

Other income: Other income remained flat in 2008 when compared to the ~~twelve months ended December 31,~~ 2007.

Income Taxes: Income taxes in 2008 were negatively impacted by several permanent and non-permanent book/tax differences such as amortization of intangibles, asset impairments, stock based compensation and depreciation. Additionally, in the third quarter of 2008, the State of California suspended the use of net operating loss carry forwards, resulting in additional tax of $0.4 million being recognized in 2008. In 2007, ~~the~~we ~~company~~ increased ~~its~~our valuation allowance relating to deferred tax ~~assets~~ assets for net operating loss carry forwards by $2.9 million. According to ~~Statement~~ASC ofTopic ~~Financial Accounting Standards Board Statement (“SFAS”) No. 109~~740, ~~“Accounting for Income Taxes,”~~ a deferred tax asset should be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. All available evidence, both positive and negative, must be considered in determining the need for a valuation allowance. For 2008, positive evidence we considered included future revenue and expenses, reversals of book to tax temporary differences, and the implementation of and/or ability to employ various tax planning strategies. Negative evidence included book and tax losses generated in prior periods, and the inability to achieve forecasted results for those periods. Based ~~The~~upon ~~company~~this evaluation, we concluded that a valuation allowance was warranted against ~~its~~our net operating loss carry forwards.

Discontinued Operations: Effective February 15, 2008, we ceased operations at IRG and, accordingly, have accounted for such operations retroactively as discontinued operations. For the year ended December 31, 2008, IRG generated income of $1.4 million resulting from a negotiated earn-out settlement, reducing the earn-out accrual as of December 31, 2007, by $2.2 million. For the year ended December 31, 2007, IRG sustained a net loss of $13.3 million, including an impairment charge for the intangibles associated with the IRG business of $10.9 million. Additionally, effective December 31, 2007, we sold Bruen Productions back to the original owner and we have accounted for Bruen’s operations as discontinued operations. For the year ended December 31, 2007, Bruen generated a loss of $0.9 million, which includes a $0.4 million third quarter charge for the impairment of goodwill.

Results of Operations for 2007 Compared to 2006

Revenues

Total revenues increased $7.9 million, or 7%, for 2007 compared to 2006. ADW segment revenue increased $5.9 million, or 6%, and totalizator segment revenues increased $2.0 million largely due to including full year results for United Tote (acquired in mid-February 2006) in 2007.

Total wagering handle for 2007 was $484.2 million, an increase of $20.5 million, or 4% when compared to 2006. We believe the increase in the Youbet Express handle was driven primarily by an increase in our marketing activity, including player award programs offered in 2007.

Youbet Express yield (defined as commission revenue less track and licensing fees as a percentage of handle) was 7.2% in 2007, up from 6.1% in the prior year, reflecting our efforts to increase handle on higher yielding tracks. We believe that yield is a useful measure to evaluate operating results and profitability. Yield, however, should not be considered an alternative to operating income or net income as indicators of Youbet’s financial performance and may not be comparable to similarly titled measures used by other companies.

Revenue generated by our United Tote operations in 2007 included contract revenue associated with the service of totalizator systems of $23.0 million and equipment sales of $0.9 million, an increase of $1.4 million and a decrease of $0.4 million, respectively, compared to 2006.

Costs and Expenses

Track Fees: Track fees increased $1.6 million, or 4%, in 2007 compared to 2006. The increase is consistent with increased handle.

Licensing Fees: For 2007, Licensing fees decreased $2.2 million, or 9.8%, compared to 2006, primarily due to changes in track mix and in 2007 certain California racetracks were no longer TVG exclusive and therefore, became subject to lower licensing fees.

Network Operations: Network operations expense increased $0.6 million, or 16%, for 2007 compared to 2006, primarily due to increased tote fees and communication costs associated with the increase in handle.

Contract Costs: Contract costs increased $3.0 million, or 22%, for the year ended December 31, 2007 compared to 2006 largely because of the mid-February 2006 acquisition of our United Tote subsidiary, increased data communication costs of $0.5 million, professional fees for internal control over financial reporting compliance of $0.1 million and payroll related costs.

Equipment Costs: Equipment costs for 2007 declined $0.2 million or 36%, when compared with 2006, due to the decline in equipment sales.

Operating Expenses

Research and Development: Research and development expense increased $0.9 million or 31% for 2007, compared to 2006. The 2007 increase is primarily due to a full year’s research and development expense at United Tote, which was acquired in February 2006, reduced capitalization of research and development costs due to a fewer number of projects and the write-off of costs associated with several work-in-progress projects. We continue to invest in the development of our network infrastructure and to support continued technology upgrades, which may increase our research and development expenses in the future.

Sales and Marketing: Sales and marketing expense increased $2.1 million, or 27%, for the year ended December 31, 2007 compared to the same period of 2006 largely due to increased marketing expenditures in the second and third quarters of 2007. This increase was primarily at Youbet Express and resulted from increased business development efforts and marketing programs, including expanded print and television advertising and race track promotional expenses, targeted at reducing the impact of the loss of TrackNet content.

General and Administrative: General and administrative expense increased $1.6 million, or 7%, for the year ended December 31, 2007 compared to the same period of 2006. While reductions in payroll and incentive compensation, and consulting costs as well as the nonrecurring legal expenses associated with a prior-year arbitration with TVG and bank debt refinancing accounted for approximately $0.8 million of expenses in 2006 that were not incurred in 2007. These reductions were offset by the full year impact of the 2006 acquisition of United Tote; a $0.6 million increase United Tote’s bad debt reserve. Additionally, in connection with restructuring our cost structure, we recorded severance/termination charges of $2.0 million in the fourth quarter of 2007.

Depreciation and Amortization: Depreciation and amortization increased $3.1 million compared to the year ended December 31, 2006. This increase was primarily due to the impact of 2007 capital spending, a full years’ depreciation expense and intangible amortization expense at United Tote, which was acquired in the middle of the first quarter of 2006, the final purchase price allocation for that company, completed at year-end 2006 and the amortization of $0.5 million of capitalized software development costs associated with our King Contest product in the third quarter of 2007.

Impairment Write downs: In connection with our exploration of strategic alternatives for United Tote, we re-evaluated the goodwill related to United Tote. As part of this evaluation, we compared the current estimated fair value to the carrying value of goodwill, and on March 25, 2008, we concluded that United Tote goodwill was impaired as of December 31, 2007. The total amount of this non-cash impairment charge was $8.0 million.

Interest Expense: Interest expense decreased to $1.8 million in 2007 compared to $2.0 million in 2006. The decrease is primarily due the pay down of our bank debt. Interest expense is related to our credit facility and, to a lesser extent, the unsecured promissory notes issued in connection with our February 2006 acquisition of United Tote and capitalized leases.

Other Income: Other income increased $0.1 million compared to 2006 primarily due to an early termination fee received by United Tote in the second quarter of 2006.

Income Taxes: Income taxes were negatively impacted by several permanent and non-permanent book/tax differences such as amortization of intangibles, asset impairments, stock based compensation and depreciation. Additionally, we increased our valuation allowance relating to deferred tax assets for net operating loss carry forwards by $2.9 million. According to Statement of Financial Accounting Standards Board Statement (“SFAS”) No. 109, “Accounting for Income Taxes,” a deferred tax asset should be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. All available evidence, both positive and negative, must be considered in determining the need for a valuation allowance. For 2007, positive evidence we considered included future revenue and expenses, reversals of book to tax temporary differences, and the implementation of and/or ability to employ various tax planning strategies. Negative evidence included book and tax losses generated in prior periods, and the inability to achieve forecasted results for those periods. We concluded that a valuation allowance was warranted against a portion of our net operating loss carry forwards. On January 1, 2007, we adopted Financial Accounting Standards Board Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income Taxes, which had no effect on our financial statements or related disclosures.

Discontinued Operations: Effective February 15, 2008, we ceased operations at IRG and, accordingly, have accounted for such operations retroactively as discontinued operations. For the year ended December 31, 2007, IRG sustained a net loss of $13.3 million, including an impairment charge for the intangibles associated with the IRG business of $11 million, and for the year ended December 31, 2006, IRG had a net loss of $3.4 million. Additionally, effective December 31, 2007, we sold Bruen Productions back to the original owner and we have accounted for Bruen’s operations as discontinued operations. For the year ended December 31, 2007, Bruen sustained a net loss of $0.9 million, which includes a $0.4 million third quarter charge for the impairment of goodwill and for the year ended December 31, 2006, Bruen generated net income of $0.03 million.

Liquidity and Capital Resources

~~During~~The ~~2008~~United States is currently experiencing a recession accompanied by, weamong ~~funded~~other things, reduced credit availability and highly curtailed gaming and other recreational activities. The effects and duration of these developments and related risks and uncertainties on our future operations ~~primarily~~and cash ~~with~~flows ~~net~~cannot ~~cash~~be ~~provided~~estimated by ~~operating~~management ~~activities~~at this time; however, such effects may be significant.

AsNevertheless ofmanagement ~~December 31~~presently believes that our borrowing capacity, ~~2008~~as well as on-going efforts to contain costs and operate efficiently, weand ~~had~~growth ~~negative~~in ~~net~~handle ~~working~~and ~~capital~~yield ofimprovement $0at Youbet Express will generate sufficient cash flow to adequately support its operations.~~8 million,~~ ~~compared~~We believe that our cash flow from operations and our unrestricted cash and cash equivalents are sufficient to ~~negative~~fund ~~net~~our working capital ofand ~~$14.3 million~~capital expenditure requirements for at ~~December 31,~~least ~~2007.~~the Innext ~~December~~12 ~~2008,~~months. However, we ~~entered~~may ~~into~~from atime ~~new credit~~to ~~agreement~~time ~~with~~seek ~~National~~additional ~~City~~capital ~~Bank~~to fund our operations, ~~which~~and ~~provides~~to usreduce ~~with~~our liabilities upin response to ~~$15.0 million~~changes in ~~total borrowing~~the ~~capacity~~business environment. ~~The~~To ~~credit~~raise ~~facility~~capital, ~~consists~~we ofmay aseek ~~$5.0 million~~to sell ~~revolving~~additional ~~line~~equity ofsecurities, ~~credit~~issue ~~and~~debt aor convertible securities or seek to obtain credit ~~$10.0 million~~facilities ~~term~~through ~~loan.~~financial ~~Proceeds~~institutions ofor $4other resources.~~6 million~~ ~~from~~We ~~the~~have ~~term~~an ~~loan~~effective shelf registration statement under ~~new~~which ~~credit~~we ~~facility were~~may ~~used~~from time to ~~repay~~time ~~principal~~issue ~~and~~shares ~~interest~~of inpreferred ~~full~~stock, ~~amounts~~shares of ~~owed~~common tostock, ~~Wells~~warrants, ~~Fargo~~stock ~~Foothill,~~purchase ~~Inc.~~contracts, ~~our prior~~stock ~~lender~~purchase units, asand ~~well~~stock aspurchase rights ~~fees~~for ~~and~~an ~~expenses~~original ~~associated~~maximum ~~with~~aggregate ~~the~~offering ~~refinancing.~~amount ~~The~~of ~~remaining~~approximately ~~proceeds~~$30 million. Unless ~~will~~otherwise bedescribed ~~used~~in ~~for~~future ~~general~~prospectus ~~corporate~~supplements, ~~purposes.~~we Onintend ~~December 31,~~to ~~2008,~~use athe ~~principal~~net ~~repayment~~proceeds offrom ~~$1.25~~the ~~million~~sale ~~was~~of ~~made~~securities onregistered ~~the~~under ~~term~~this ~~loan.~~universal Noshelf ~~amounts~~registration ~~have~~statement ~~been~~for ~~borrowed~~general corporate ~~under~~purposes, which may include additions to working capital, the ~~revolving~~repayment ~~and~~or ~~letter~~redemption of ~~credit~~existing ~~facility~~indebtedness and the financing of capital expenditures and future acquisitions. The ~~terms~~ sale of ~~the~~additional ~~new~~equity ~~credit~~or ~~facility~~convertible ~~are~~securities ~~more~~would ~~fully~~result ~~described~~in ~~below~~additional ~~under~~dilution ~~“Credit~~to our ~~Facility~~stockholders.”

~~As of December 31, 2008, we had $16.5 million in cash and cash equivalents and $4.7 million in~~33 ~~restricted cash.~~

During 2009, we funded our operations primarily with net cash provided by operating activities.

As of December 31, 2009, we had net working capital of $7.1 million, compared to negative net working capital of $0.8 million at December 31, 2008. On December 31, 2009, the principal balance of our term loan with National City Bank (NCB) was $3.8 million and no amounts had been borrowed under the revolving and letter of credit facility with NCB. The terms of the credit facility are more fully described below under “Credit Facility.”

As of December 31, 2009, we had $15.9 million in cash and cash equivalents and $4.6 million in restricted cash.

Our principal ongoing cash requirements consist of payroll and benefits, business insurance, real estate and equipment leases, legal fees, data center operations, telecommunications and debt service.

~~The~~Cash ~~United~~Flows ~~States~~for is2009 ~~currently~~Compared ~~experiencing~~to ~~a recession accompanied by, among other things, reduced~~2008 credit availability and highly curtailed gaming and other recreational activities. The effects and duration of these developments and related risks and uncertainties on our future operations and cash flows cannot be estimated by management at this time, however, such effects may be significant.

26The following table presents a summary of the net increase (decrease) in cash and cash equivalents in the periods presented:


	Year Ended December 31,
	2009			2008
	(in thousands)
Net cash provided by operating acivities, from continuing operations	$	7,725		$	15,049
Net cash used in investing activities		(3,032	)		(1,350	)
Net cash used in financing activities		(5,303	)		(3,327	)
Net cash used in operating activities, discontinued operations		(21	)		(312	)
Foreign currency translation adjustments		(23	)		(73	)

Net increase (decrease) in cash and cash equivalents	$	(654	)	$	9,987

Operating Activities

Net cash provided by operating activities was $7.7 million for 2009, compared to $15.0 million for 2008. The year-over-year decrease was primarily due to gross profit erosion in our ADW and totalizator segments of $1.4 million and $2.4 million, for the reasons described above and negative fluctuations in working capital impacting our cash. These negative working capital fluctuations impacting cash were primary attributable to cash payments in the first quarter 2009 in respect of liabilities incurred in 2008, consisting of $1.3 million in license fees, $0.5 million in estimated taxes, $0.2 million in accrued severance, $0.7 million in legal fees and $1.8 million in bonuses. Operating cash flow is impacted by wagering activity that typically peaks in the second and third quarters of the year.

Investing Activities

Net cash used in investing activities for 2009 was $3.0 million, compared to $1.4 million for 2008. The $1.6 million increase is attributable to increased capital spending in 2009, associated with the continued improvement of our ADW platform, including functionality, product offering and social communication. Capital spending in 2009 in our ADW and Totalizator segments was $2.4 million and $0.6 million, respectively. We continue to invest in the development of our network infrastructure and to support continued technology upgrades as necessary.

Financing Activities

Net cash used in financing activities in 2009 was $5.3 million, an increase of $2.0 million when compared to 2008, due to higher loan repayments (net of new borrowings) in 2009 in accordance with the terms of our credit facility.

Nevertheless management presently believes that our borrowing capacity, as well as on-going efforts to contain costs and operate efficiently, and growth in handle and yield improvement at Youbet Express will generate sufficient cash flow to adequately support its operations. We believe that our cash flow from operations and our unrestricted cash and cash equivalents are sufficient to fund our working capital and capital expenditure requirements for at least the next 12 months. However, we may from time to time seek additional capital to fund our operations, and to reduce our liabilities in response to changes in the business environment. To raise capital, we may seek to sell additional equity securities, issue debt or convertible securities or seek to obtain credit facilities through financial institutions or other resources. We have an effective shelf registration statement under which we may from time to time issue shares of preferred stock, shares of common stock, warrants, stock purchase contracts, stock purchase units, and stock purchase rights for an original maximum aggregate offering amount of approximately $30 million. Unless otherwise described in future prospectus supplements, we intend to use the net proceeds from the sale of securities registered under this universal shelf registration statement for general corporate purposes, which may include additions to working capital, the repayment or redemption of existing indebtedness and the financing of capital expenditures and future acquisitions. The sale of additional equity or convertible securities would result in additional dilution to our stockholders.

Cash Flows for 2008 Compared to 2007

~~Net~~The ~~cash~~following ~~provided~~table bypresents ~~operating~~a ~~activities~~summary ~~was~~of ~~$15.0 million~~the ~~for 2008, compared to~~ net ~~cash used by operating activities of $0.6 million for 2007. The year-over-year~~ increase ~~of $15.6~~(decrease) ~~million~~in ~~was primarily~~cash ~~due to improved earnings resulting from increase revenues from our ADW segment, reduced expenses, favorable working capital fluctuations~~ and acash ~~non-recurring payment of a $1.2 million~~equivalents ~~arbitration award to TVG~~ in the ~~first~~periods ~~quarter of 2007~~presented:

Net cash used in investing activities for 2008 was $1.4 million, compared to net cash used in investing activities of $7.1 million for 2007. The year-over-year decrease of $5.7 million was primarily due to the net cash paid out in 2007 in connection with the United Tote ($4.5 million) acquisition and decreased purchases of property and equipment ($1.1 million).


	Year Ended December 31,
	2008			2007
	(in thousands)
Net cash provided (used) by operating acivities, from continuing operations	$	15,049		$	(614	)
Net cash used in investing activities		(1,350	)		(7,123	)
Net cash used in financing activities		(3,327	)		(6,325	)
Net cash used in operating activities, discontinued operations		(312	)		(392	)
Foreign currency translation adjustments		(73	)		(46	)

Net increase (decrease) in cash and cash equivalents	$	9,987		$	(14,500	)

Operating Activities

Net cash provided by operating activities was $15.0 million for 2008, compared to net cash used by operating activities of $0.6 million for 2007. The year-over-year increase was primarily due to improved earnings resulting from a 70 basis point improvement in wagering yield experienced by our ADW segment, reduced expenses from headcount reductions, reduced consulting and marketing costs, as well as favorable working capital fluctuations resulting from improved receivable collections and increased accruals relating to the deferral of bonuses and business tax payments. Additionally, we made a non-recurring payment of a $1.2 million arbitration award to TVG in the first quarter of 2007. Operating cash flow is impacted by wagering activity that typically peaks in the second and third quarters of the year.

Investing Activities

Net cash used in investing activities for 2008 was $1.4 million, compared to net cash used in investing activities of $7.1 million for 2007. The year-over-year decrease was primarily due to the net cash paid out in 2007 in connection with the United Tote ($4.5 million) acquisition and decreased purchases of property and equipment ($1.1 million). Our primary investing activities relate to the continued improvement of our wagering platform and new equipment acquired by our totalizator segment, which is driven by service contract renewals and maintenance requirements.

Financing Activities

Net cash used in financing activities was $3.3 million and $6.3 million for 2008 and 2007, respectively. The year-over-year decrease of $3.0 million was primarily due the refinancing of our term loan and pay down of debt. In December 2008, we entered into a new credit facility, the terms of which are described below under “Credit Facility.” Proceeds of $4.6 million from the term loan under the new credit facility were used to repay principal and interest in full amounts owed to the prior lender, as well as fees and expenses associated with the refinancing. Total repayment of debt in 2008 was $14.0 million, which included a $1.25 million repayment on the new term loan versus repayment of $11.0 million of debt in 2007.

Cash Flows for 2007 Compared to 2006

Net cash used in operating activities was $0.6 million for 2007, compared to net cash provided by operating activities of $6.9 million for 2006. The year-over-year decrease of $7.5 million was primarily due to reduced profitability, coupled with decreases of $3.8 million and $6.7 million in accounts payable and accrued expenses, respectively, due to the timing of obligation requirements, attributable a decline in wagering handle experienced in the fourth quarter of 2007 versus 2006. Additionally, we incurred $2.0 million and $0.5 million related to termination and severance costs in 2007, respectively. These decreases were partially offset by the collection of receivables.

Net cash used in investing activities for 2007 was $7.1 million, compared to net cash used in investing activities of $15.9 million for 2006. The year-over-year decrease of $8.8 million was primarily due to the net cash paid out in 2006 in connection with the United Tote ($10.1 million) and increased purchases of property and equipment ($6.2 million) versus 2007 activity consisting of a $4.5 million make-whole payment made in the first quarter to the former owners of United Tote, and general capital spending of $2.5 million.

Net cash provided by (used in) financing activities was ($6.3 million) and $13.1 million for 2007 and 2006, respectively. The year-over-year decrease of $19.4 million was primarily due to proceeds generated from a registered direct offering occurring in the fourth quarter of 2006 ($18.9 million) and the exercise of stock options and warrants, partially offset by the repayment of long-term debt in 2006. The proceeds from the direct registered public offering were used in 2007 to pay off debt ($7.9 million), repurchase Youbet stock ($1.0 million) and working capital requirements. Additional cash proceeds were obtained in 2007 through a sale/leaseback of totalizator equipment and short-term borrowings of $1.1 million and $1.3 million, respectively.

Credit Facility

Our credit facility currently consists of a $5.0 million revolving line of credit and a $10.0 ~~million~~ million term loan. At December 31, ~~2008~~2009, $83.8 million was owed on the term loan and we had no ~~outstanding~~ outstanding borrowings under the revolving credit facility.

On December 3, 2008, we entered into a loan and security agreement with ~~National City Bank~~NCB. The loan and security agreement with ~~National~~NCB ~~City Bank~~ provides for a $10.0 million term loan, and a $5.0 million revolving line of credit and letter of credit facility. In no event, however, may the aggregate principal amount borrowed by us under the loan and security agreement exceed a borrowing base determined by the amount of our available cash plus a percentage, differing in each case, of the value of certain of our eligible accounts, inventory and equipment, subject to additional reserves established by National City Bank at its discretion. In connection with closing the loan and security agreement, we paid National City Bank a fee of $225,000.

~~On December 3, 2008, we borrowed the full $10.0 million under the term loan. We used $4.6 million~~35 to repay principal and interest in full amounts owed to Wells Fargo Foothill, Inc., as well as fees and expenses associated with the refinancing, and the remaining proceeds will be used for general corporate purposes. We have not borrowed any amounts under the revolving and letter of credit facility.

AnyTable indebtedness under the term loan and the revolving credit facility bears interest at a variable rate equal to either, at our discretion, prime plus 200 to 250 basis points or LIBOR plus 325 to 375 basis points. The applicable basis point margin is determined by our leverage ratio as at the most recently delivered calculation thereof pursuant to provisions of the loan and security agreement. Any interest accruing on the basis of the prime rate is due and payable on the first business day of each month. Any interest accruing on the basis of LIBOR is due and payable on the date upon which such LIBOR loan ends as determined by us. LIBOR loans may have a one, two or three month term. Contents

~~The~~On ~~outstanding principal amount under the term loan is due and payable on the last day of each quarter beginning on~~ December 313, 2008, inwe ~~installments~~borrowed ofthe full $110.250 million. ~~The~~under the term loan. ~~and~~We ~~the revolving~~used ~~credit facility each mature on November~~$4.6 ~~30,~~million to ~~2010.~~repay ~~The~~principal ~~loan~~ and ~~security~~interest ~~agreement provides for mandatory prepayment~~ in ~~the~~full ~~event~~amounts ofowed ~~certain~~to ~~asset~~Wells ~~sales~~Fargo ~~and recovery events; provided~~Foothill, ~~that~~Inc., soas ~~long~~well as anfees and ~~event~~expenses ofassociated ~~default~~with ~~has~~the ~~not occurred~~refinancing, aand ~~mandatory prepayment of~~ the ~~net~~ remaining proceeds iswill ~~not~~be ~~required,~~used ~~subject~~for togeneral corporate ~~certain~~purposes. ~~thresholds~~As orof ~~amounts~~December 31, as2009, ~~more fully described in~~ the ~~loan~~ ~~and~~principal ~~security~~balance ~~agreement.~~outstanding ~~Our indebtedness~~ under the term loan ~~and~~was ~~security~~$3.8 million. ~~agreement~~We ishave ~~guaranteed by~~not UTborrowed ~~Gaming,~~any ~~Inc.,~~amounts under the ~~direct~~revolving ~~parent of United Tote Company,~~ and ~~secured~~letter ~~by substantially all~~ of ~~our~~ ~~assets, including our intellectual property, and UT Gaming’s equity in United Tote Company~~credit facility.

Any indebtedness under the term loan and the revolving credit facility bears interest at a variable rate equal to either, at our discretion, prime plus 200 to 250 basis points or LIBOR plus 325 to 375 basis points. The applicable basis point margin is determined by our leverage ratio as at the most recently delivered calculation thereof pursuant to provisions of the loan and security agreement. Any interest accruing on the basis of the prime rate is due and payable on the first business day of each month. Any interest accruing on the basis of LIBOR is due and payable on the date upon which such LIBOR loan ends as determined by us. LIBOR loans may have a one, two or three month term. At December 31, 2009, the interest rate on the term loan was 5.75% per annum.

The outstanding principal amount under the term loan is due and payable on the last day of each quarter beginning on December 31, 2008 in installments of $1.25 million. The term loan and the revolving credit facility each mature on November 30, 2010. The loan and security agreement provides for mandatory prepayment in the event of certain asset sales and recovery events; provided that, so long as an event of default has not occurred, a mandatory prepayment of the net proceeds is not required, subject to certain thresholds or amounts as more fully described in the loan and security agreement. Our indebtedness under the loan and security agreement is guaranteed by UT Gaming, the direct parent of United Tote, and secured by substantially all of our assets, including our intellectual property, and UT Gaming’s equity in United Tote.

We are subject to customary covenants under the loan and security agreement, including restrictions on our ability to incur indebtedness, make investments, pay dividends or engage in mergers and acquisitions. The loan and security agreement also contains certain financial covenants, including (i) a requirement to maintain a specified debt service coverage ratio, (ii) a requirement to maintain a leverage ratio not to exceed 2:1, (iii) a requirement to maintain a certain specified adjusted EBITDA and (iv) limitations on capital expenditures.

As of December 31, ~~2008~~2009, we were in compliance with financial covenants under the loan and security agreement.

The Merger will result in a change of control under our credit facility, which constitutes an event of default. As a result, the lenders on the credit facility may accelerate our obligations under the credit facility.

Youbet Promissory Notes

On February 10, 2006, we issued three promissory notes with an aggregate principal amount of $10.2 million in connection with the acquisition of United Tote. For information regarding this acquisition, see Item 1 “Business-Acquisitions and Dispositions”.

The first promissory note had a principal amount of $5.2 million, matured on February 9, 2007, and bore interest at 5.02% per annum, which interest was payable on a quarterly basis beginning May 31, 2006. The terms of this promissory note required that we promptly prepay this obligation if we receive any “excess capital”, and our December 2006 registered direct offering created “excess capital”. In accordance with the terms of the first promissory note, we prepaid the $5.2 million note, including interest, from the proceeds of our registered direct offering in December 2006.

The second promissory note had a principal amount of $1.8 million and bore interest at 5.02%. The terms of the $1.8 million note provide that we are not required to make a mandatory “excess capital” prepayment under the $1.8 million note until the $5.2 million note has been paid in full, but no earlier than March 12, 2007. We prepaid the $1.8 million principal amount, including accrued interest of $0.1 million, on March 12, 2007 with a portion of the proceeds of our December 2006 registered direct offering.

28The third promissory note has a principal amount of $3.2 million, bears interest at 5.02%, and is currently due, but is subject to rights of indemnification and offset. The terms of the $3.2 million note provide that: (i) we are not required to make a mandatory “excess capital” prepayment under the $3.2 million note until both the $5.2 million note and the $1.8 million note have been paid in full, but no earlier than June 11, 2007; and (ii) we may set off from the amount we owe under this note any loss suffered by us for which we are entitled to indemnification under the United Tote stock purchase agreement. We repaid this promissory note, including accrued interest through December 31, 2009 of $0.5 million, less reimbursable costs of $0.1 million, on January 12, 2010.

The third promissory note has a principal amount of $3.2 million, bears interest at 5.02%, and is currently due, but is subject to rights of indemnification and offset. The terms of the $3.2 million note provide that: (i) we are not required to make a mandatory “excess capital” prepayment under the $3.2 million note until both the $5.2 million note and the $1.8 million note have been paid in full, but no earlier than June 11, 2007; and (ii) we may set off from the amount we owe under this note any loss suffered by us for which we are entitled to indemnification under the United Tote stock purchase agreement. We have four outstanding indemnification claims regarding a United Tote employee lawsuit, a Canadian tax issue, an Internal Revenue Service tax issue, and a Pennsylvania tax issue. As such, payments may be subject to appeal and/or subject to escrow pending resolution. Accrued interest on the $3.2 million note at December 31, 2008 was approximately $0.3 million.

The remaining promissory note cannot be transferred without our consent. Also, this promissory note contains customary events of default and provides that, upon the occurrence of certain events of default, we will be required to pay default interest of 11.02% per annum until the event of default is cured or until the note is paid in full. We are not in default under the remaining outstanding promissory note.

Off Balance Sheet Arrangements

We have a standby letter of credit outstanding that is collateralized by a restricted cash account in connection with the lease of our executive and operating offices in Woodland Hills, California. This letter of credit includes automatic renewals on the anniversary date of the lease origination, and permits annual automatic reductions of approximately $0.1 million. As of December 31, ~~2008~~2009, the letter of credit obligation and corresponding cash collateral balance was $058,000.~~2 million.~~

At December 31, ~~2008~~2009, we had outstanding various other irrevocable standby letters of credit issued to the benefit of the California Horse Racing Board, ORC and Washington Horse Racing Commission totaling $0.7 million. These letters of credit include automatic renewals on their anniversary dates.

Contractual Obligations, Contingent Liabilities and Commitments

We have contractual obligations and commitments primarily with regard to facilities leases and employment contracts. The following table aggregates our expected contractual obligations as of December 31, ~~2008~~2009:

	Payments Due by Period
									2013 and
			Less than 1						More than 5
Contractual Obligations	2009		2010		2011		2012		Beyond		Total
	Total		year		1-3 years		3-5 years		years
Gary Sproule’s severance agreement	$	318,000	$	106,000	$		$		$		$	424,000
Gary Sproule		106,000		106,000
James Burk’s employment agreement (1)		175,000										175,000
Capital leases (1)		246,354		246,354
Capital leases and other financial arrangements (2)		503,721		246,354								750,075
Operating facility leases (2)		1,249,130		662,611		208,724		181,973		195,822
Operating facility leases (3)		1,207,930		282,086		102,272		106,452		377,795		2,076,535
Operating equipment leases (3)		189,908		163,376		26,532
Operating equipment leases (4)		701,378		163,376		26,104		428				891,286
Bank debt (National City Bank) (4)		3,750,000		3,750,000
Bank debt (5)		5,000,000		3,750,000								8,750,000
Note payable (Kinderhook ) (5)		3,200,000		3,200,000
Notes payable (6)		3,200,000										3,200,000
Other		105,334		105,334
Other		212,000		105,334								317,334
		8,846,726		8,233,675		235,256		181,973		195,822
Total	$	11,318,029	$	4,653,150	$	128,376	$	106,880	$	377,795	$	16,584,230

(1)		~~The~~Consists ~~terms~~ of ~~Mr.~~capital ~~Burk’s~~lease ~~employment~~arrangements ~~agreement~~for ~~and~~networking ~~our~~equipment, ~~obligations~~computer toequipment ~~make payments thereunder are superseded by the severance~~ and ~~general release agreement we entered into with Mr~~software. ~~Burk on March 5, 2009. See Item 9B. “Other Information — Departure of James A. Burk.”~~
(2)		Consists of ~~capital~~minimum ~~lease~~rental ~~arrangements~~payments under non-cancelable operating leases for ~~networking~~office ~~equipment~~and production facilities in California, ~~computer~~Oregon, ~~equipment~~Kentucky and ~~software~~Canada.
(3)		Consists of ~~minimum rental payments under non-cancelable~~ operating ~~leases~~lease arrangements for ~~office~~network and ~~production~~computer ~~facilities in California, Oregon, Kentucky and Canada~~equipment.
(4)		Consists of ~~operating~~the ~~lease~~aggregate ~~arrangements~~principal ~~for~~amount ~~network~~of the term loan under our credit facility with National City Bank, but excludes interest payments on the term loan, which bears interest at a variable rate equal to either, at our discretion, prime plus 200 to 250 basis points or LIBOR plus 325 to 375 basis points. The terms of the term loan are more fully described above under “Liquidity and ~~computer~~Capital ~~equipment~~Resources — Credit Facility.”
(5)		Consists of the ~~aggregate~~ principal amount of the ~~term~~third ~~loan~~promissory ~~under~~note ~~our~~we ~~credit~~issued ~~facility~~in connection with the United Tote acquisition, but excludes interest payments on the note, which bears interest at a rate of 5.02% per annum, as described above under “~~Credit~~Liquidity ~~Facility~~and Capital Resources - Youbet Promissory Notes.” This note was paid in full in January 2010.
(6)		Consists of the principal amount of the third promissory note described above under “Youbet Promissory Notes.”

All accounts payable and accrued expenses presented in the consolidated financial statements are excluded from the above table.

Critical Accounting Estimates and Policies

Critical accounting policies are those that are important to the portrayal of our financial condition and results, and which require management to make difficult, subjective or complex judgments. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. We have made critical estimates in the following areas. We also believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

~~Revenues~~37

WeTable record commission revenues and the related track and market access fees as operating expenses when wagers are settled, typically the same day as the wager. Other sources of revenue, such as tote services, are recorded when earned. Incentives offered to customers for them to wager on tracks that generate the greatest margins are deducted from gross revenues as are other volume related incentives offered. Contents

WeRevenue ~~retain a portion of all wagers as commissions prior to distributing payoffs to the winners. In~~recognition the aggregate, these commissions, coupled with tote service revenue, represent our primary revenue stream. We expect the majority of our future revenue to be in the form of commissions and fees from pari-mutuel wagering and tote service revenue. We generate additional revenue from processing fees, monthly subscription fees and the sale of handicapping information.

Through Youbet Express, we earn and record commissions on wagers placed with tracks for customers as revenue and the related track and market area access fees as operating expenses when the wagers are settled, typically the same day as the wager, based upon associated track contracts. Other sources of revenue, including membership and information fees, are relatively insignificant. Prepayments of such fees are treated as deferred revenue and later recognized over the duration of the subscription. Incentives offered to customers to encourage wagering on events at tracks that generate higher margins are charged immediately to operations as reductions in commissions earned.

We launched a player rewards program during the second quarter of 2006 called Youbet Advantage. Participating members earn points based on the amount they wager, and they can redeem their points for merchandise, travel rewards, and wager credits. Our Player Advantage incentives and other volume incentives are recorded as a reduction of commission revenue (a contra-revenue) and the associated liability is accrued as the points are issued. Reward points are valued based upon a “par” value applied to points earned based upon the rewards category the player is assigned. Player reward categories are assigned to players based upon their respective wagering volume. An estimated point redemption rate, by reward category, is applied against the outstanding points to estimate the future utilization of points awarded for proper valuation.

The majority of United Tote’s revenues are derived from service contracts principally for the installation and operation of pari-mutuel wagering networks. Services provided via these networks include accepting wagers, performing odds and payout calculations and calculating ticket payouts. United Tote charges the track for these services either by transaction count or by dollar volume in accordance with the related service contract. In order to perform its services under these agreements, United Tote may incur various costs associated with the installation of the totalizator equipment at the track to enable it to function as required. Such installation costs include service personnel, including electricians, to set up networks and other items necessary for the proper functioning of all terminals being deployed at the track, which in some cases number as many as several hundred. Such installation costs are capitalized and amortized over the life of the related contract, since such costs are a prerequisite for the proper operation of the equipment, which in turn is necessary to generate future totalizator revenue. United Tote is also required to provide various levels of routine operational support and software maintenance throughout the life of the contract, which is expensed as incurred. Revenue from the sale of pari-mutuel gaming systems equipment and related parts is recognized upon delivery and customer acceptance.

Sales and similar revenue-based taxes collected from customers are excluded from revenue but rather are recorded as a liability payable to the appropriate taxing authority and included in accrued expenses.

Allowance for doubtful accounts

We are required to make judgments, based on historical experience and future expectations, as to the collectability of accounts receivable. The allowances for doubtful accounts represent allowances for trade accounts receivable that are estimated to be partially or entirely uncollectible. These allowances are used to reduce gross trade receivables to their estimated net realizable value. We record these allowances as a charge to general and administrative expenses based on estimates related to the following factors:

• customer specific allowance; ~~• amounts based upon an aging schedule; and • an estimated amount, based on our historical experience, for issues not yet identified.~~

	•		amounts based upon an aging schedule; and

	•		an estimated amount, based on our historical experience, for issues not yet identified.

Inventory obsolescence

We regularly review inventory quantities on hand and record provisions for excess and obsolete inventory based primarily on our estimated forecast of product demand and production requirements.

Valuation of long-lived and intangible assets

Long-lived assets, consist primarily of property, plant and equipment, goodwill and intangibles.

Long-lived assets, including goodwill, are reviewed for impairment annually and whenever events or changes in circumstances have indicated that their carrying amounts may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to its fair value in a current transaction between willing parties, other than in a forced liquidation sale. Recorded fair value is estimated by using independent appraisals or other valuation techniques.

Factors we consider important which could trigger an impairment review include the following:

•

Significant underperformance relative to expected historical or projected future operating results;

•

Significant changes in the manner of our use of the acquired assets or the strategy of our overall business;

• Significant negative industry or economic trends; ~~• Significant decline in our stock price for a sustained period; and • Our market capitalization relative to net book value.~~

30 • Significant decline in our stock price for a sustained period; and

~~Table~~• ofOur ~~Contents~~market capitalization relative to net book value.

If we determine that the carrying value of long-lived assets and related goodwill may not be recoverable t, we would measure any impairment based on comparing the carrying amount of the asset to to its fair value in a current transaction between willing parties or, in the absence of such measurement, on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model. Any amount of impairment so determined would be written off as a non-cash charge to the income statement, together with an equal reduction of the related asset.

Intangibles, such as licenses and patents are stated at cost and are amortized over their estimated economic life or agreement term, whichever is shorter.

Internally developed software

The capitalization of software development costs under the provisions of Statement of Position 98-1, or SOP 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use requires judgment in determining when a project has reached and concluded the development stage and the period over which the Company expects to benefit from the use of that software. We amortize capitalized software development costs using the straight-line method over the expected useful life of the product, generally between two and four years. We regularly review the carrying value and amortization lives of capitalized software development costs, and we recognize a non-cash charge if the estimated ~~value~~future ~~benefit~~revenue ~~related~~stream toof using the asset falls below ~~the~~its unamortized cost.

Indemnification agreements

Under our bylaws and certain consulting and employment agreements, we have agreed to indemnify our officers, directors and other service providers. The term of the indemnification period is for the individual’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. However, Youbet has a director and officer liability insurance policy that limits its exposure and enables it to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal.

We enter into indemnification provisions under our agreements with other companies in the ordinary course of business. Under these provisions, we generally indemnify the indemnified party for losses suffered or incurred by the indemnified party as a result of our activities. These indemnification provisions generally survive termination of the underlying agreement. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements.

We believe the estimated fair value of these agreements is minimal (based on level 2 inputs as defined in ASC Topic 820). Accordingly, we had no liabilities for these agreements recorded under ASC Topic 460, Guarantees derived from FIN 45, Guarantor‘’s Accounting and Disclosure ~~Requirements~~ Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others -— an interpretation of ~~FASB~~ Statements No. 5, 57 and 107 and rescission of FIN 34, as of December 31, ~~2007~~ 2009 and 2008.

Recent Accounting Pronouncements

InThere ~~September 2006,~~have ~~the~~been ~~Financial~~no ~~Accounting~~recent ~~Standards~~accounting ~~Board~~pronouncements ~~(“FASB”)~~or ~~issued~~changes ~~SFAS~~in ~~No. 157,~~accounting ~~“Fair Value~~pronouncements ~~Measurements.” SFAS No. 157 defines fair value and establishes a framework for measuring fair~~issued, ~~value~~not ~~and~~yet ~~expands disclosures about fair value measurements. SFAS No. 157 became~~ effective ~~for~~or ~~us only~~early ~~for financial assets and liabilities on January 1~~adopted, ~~2008.~~that ~~SFAS~~management ~~157~~believes ~~becomes~~are ~~effective~~of ~~for nonfinancial assets January 1~~significance, ~~2009.~~or ~~Since we carry no nonfinancial assets on an estimated fair~~potential ~~value~~significance ~~basis~~to ~~of accounting,~~ the ~~adoption of SFAS No~~Company. ~~157 for nonfinancial assets will not have an~~ ~~effect on our financial position, results of operations or cash flows.~~

~~In December 2007, the FASB issued SFAS No. 141R,”Business Combinations.” SFAS No. 141R establishes~~39 principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statement to evaluate the nature and financial effects of the business combination. SFAS No. 141R is effective for financial statements issued for fiscal years beginning after December 15, 2008. Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R will have an impact on our consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions we consummate after the effective date, none of which are presently expected.

In December 2007, the FASB also issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-An Amendment of ARB No. 51.” SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary (including a consolidatable variable interest entity) and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2007, and earlier adoption is prohibited. Since we do not now have and do not contemplate acquiring any interests in subsidiaries or variable interest entities with noncontrolling interests, we currently expect that SFAS 160 will not have an impact on our future financial position, results of operations or operating cash flows except if we dispose of a subsidiary (see Note 16 to our consolidated financial statements) before its effective date.

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133”. SFAS No. 161 expands the disclosure requirements in SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, regarding an entity’s derivative instruments and hedging activities. SFAS No. 161 will be effective for the Company’s fiscal year and interim periods beginning January 1, 2009. We do not expect that SFAS No. 161 will have an impact on the Company’s future financial condition, results of operations or cash flows.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, “Determination of the Useful Lives of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of an intangible asset. This interpretation will be effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years. We are still assessing the potential impact of adoption.


ITEM 7A.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Investments

Our exposure to market risk and related changes in interest rates may impact our investment portfolio. As of December 31, ~~2008~~2009, our portfolio of investments included $1615.59 million of cash and cash equivalents and $4.76 million of restricted cash. ~~Our~~In ~~portfolio~~2009, ofdue ~~cash~~to ~~and~~the ~~cash~~existing ~~equivalents~~economic ~~consists~~environment ofand ~~highly~~substantial ~~liquid~~investment ~~investments~~risk ~~with~~that ~~maturities~~existed, we maintained our portfolio of ~~three~~cash primarily ~~months~~in orour ~~less~~checking and savings accounts at ~~the~~our ~~date~~principal ofbanking institutions and took ~~purchase~~advantage of the expanded FDIC insurance protection offered. The average yield on our investments in ~~2008~~2009 was approximately 20.52%. Due to the conservative nature of our investment portfolio, we believe that a sudden 1% change in interest rates would not have a material effect on the value of the portfolio. The impact on our future interest income will depend largely on the gross amount of our investment portfolio. We do not expect our operating results or cash flows to be affected to any significant degree by a sudden change in market interest rates.

Debt

We had aggregate debt of $~~12.~~7.2 million outstanding at December 31, ~~2008~~2009 under a term loan, promissory note and capital lease obligations. The following table shows the breakdown of our fixed-rate and variable-rate debt at December 31, ~~2008~~2009:

	(in thousands)
Variable-rate debt	$	83,750
Fixed-rate debt		3,~~950~~446
Total	$	127,~~700~~196

The weighted average interest rate paid during ~~2008~~2009 on outstanding indebtedness was 56.95%. For variable-rate debt outstanding at December 31, ~~2008~~2009, a 0.25% increase in interest rates would have ~~increase~~increased our annual interest expense by approximately $2224,000. Amounts outstanding under the ~~revolving~~ revolving credit facility provides for interest at the banks’ prime rate plus a base rate margin. Our market risk exposure with respect to financial instruments changes in relation to the prime rate.


ITEM 8.		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements for Youbet.com, Inc. are included at the end of this report beginning on page F-1.


ITEM 9.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

32 ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of December 31, 2009, our management, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)). These disclosure controls and procedures are designed to ensure that material information we must disclose in this report is recorded, processed, summarized and filed or submitted on a timely basis and that such information is accumulated and communicated to management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, management, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, concluded that our disclosure controls and procedures were effective as of December 31, 2009.

Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting. Management’s report on our internal control over financial reporting is included with our consolidated financial statements at the end of this report under the caption, “Management’s Report on Internal Control Over Financial Reporting” and is incorporated herein by reference.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As of December 31, 2008, our management, including the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Accounting Officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)). These disclosure controls and procedures are designed to ensure that material information we must disclose in this report is recorded, processed, summarized and filed or submitted on a timely basis and that such information is accumulated and communicated to management, including our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, management, including the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Accounting Officer, concluded that our disclosure controls and procedures were effective as of December 31, 2008.

Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) occurred during the quarter ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management‘s Report on Internal Control Over Financial Reporting. Management’s report and the report of our independent registered public accounting firm on our internal control over financial reporting are included with our consolidated financial statements at the end of this report under the captions, “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” and are incorporated herein by reference.


ITEM 9B.		OTHER INFORMATION

~~United Tote Goodwill Impairment~~None.

In connection with our exploration of strategic alternatives for United Tote, we re-evaluated the goodwill related to United Tote. As part of this evaluation, we compared the current estimated fair value to the carrying value of goodwill, and in February 2009, we concluded that United Tote goodwill was impaired as of December 31, 2008. The total amount of this non-cash impairment charge was $11.2 million, which includes the elimination of $6.9 million in goodwill and write downs in capitalized software and intangible assets of $3.1 million and $1.2 million, respectively, and is included in our consolidated financial statements at the end of this report.

Option Grants and Cash Bonuses for Certain Officers and Directors

On March 4, 2009, the compensation committee of our board of directors approved cash bonus compensation and grants of options to purchase shares of our common stock for certain of our employees and directors, including the bonus payments and options grants set forth in the table below for the following director and executive officers:

	Cash Bonus ($)		Option Grant
F. Jack Liebau, Chairman of the Board				200,000
Michael Brodsky, Chief Executive Officer		400,616		400,000
David Goldberg, Chief Operating Officer		100,260		800,000
Michael Nelson, Chief Accounting Officer		125,000		75,000
Daniel Perini, General Counsel		125,000		75,000

The exercise price for each of the above options is $1.26 per share, which represents the closing price of our common stock on March 4, 2009, the grant date. Each of the above options will vest ratably in four equal installments over a four year period on the anniversary of the grant date, beginning on March 2010, and are exercisable until March 3, 2019.

Departure of James A. Burk

On March 5, 2009, we entered into a severance and general release agreement with James A. Burk, under which we agreed with Mr. Burk that he will step down as Chief Financial Officer of Youbet, effective March 31, 2009. The severance and general release agreement, in pertinent part, modifies the severance payable to Mr. Burk under his employment agreement with us and provides that Mr. Burk will be paid a lump sum severance payment of $180,000, which payment is in lieu of severance payments contemplated under his employment agreement, and a lump sum bonus of $120,000. The severance and general release agreement also contains a release of claims on behalf of Mr. Burk.

The foregoing description of the separation and general release agreement with Mr. Burk is qualified in its entirety by reference to the full text of the separation and general release agreement, a copy of which is filed as Exhibit 10.15 and is incorporated herein by reference.

Adoption of Form Indemnification Agreement for Directors

On March 4, 2009, our board of directors approved a form of indemnification agreement between us and each of our directors. The purpose of the indemnification agreement is to provide specific contractual assurance with respect to indemnification and expense advancement rights extended to such directors under our Amended and Restated Bylaws in order to attract highly qualified individuals to serve as directors or in other capacities. The form of indemnification agreement provides assurance that no future amendment to or revocation of our Amended and Restated Bylaws will adversely affect any contractual right of a director or certain other individuals with respect to indemnification and expense advancement.

The foregoing description of the form of indemnification agreement is qualified in its entirety by reference to the full text of the form of indemnification agreement, a copy of which is filed as Exhibit 10.16 and is incorporated herein by reference.

PART III.


ITEM 10.		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information called for by Item 10 of Form 10-K will be set forth in our proxy statement for our annual meeting of stockholders (the Proxy Statement) and is incorporated herein by reference.

Code of Ethics

Youbet has a code of business conduct and ethics, referred to as the Youbet.com Code of Conduct (the “Code”), which isapplies ~~applicable~~ to our Chief Executive Officer, Chief ~~Operating Officer, Chief~~ Financial Officer and all other employees. Among other provisions, the Code sets forth standards for honest and ethical conduct, full and fair disclosure in public filings and stockholder communications, compliance with laws, rules and regulations, reporting of code violations and accountability for adherence to the Code. The text of the Code has been posted on our website (http://www.youbet.com/aboutyoubet/investors/code_of_conduct/). A copy of the Code can be obtained free-of-charge upon written request to:

Corporate Secretary Youbet.com, Inc. 2600 West Olive Avenue, 5th floor Burbank, CA. 91505

If we make any amendment to, or grant any waivers of, a provision of the Code that applies to our principal executive officer or principal financial officer and that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons for the amendment or waiver on our website.

Material Changes to the Procedures By Which a Stockholder May Recommend Nominees for Election to the Board of Directors

None.


ITEM 11.		EXECUTIVE COMPENSATION

Information called for by Item 11 of Form 10-K will be set forth in the Proxy Statement and is incorporated herein by reference.


ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information called for by Item 12 of Form 10-K will be set forth in the Proxy Statement and is incorporated herein by reference.


ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information called for by Item 13 of Form 10-K will be set forth in the Proxy Statement and is incorporated herein by reference.


ITEM 14.		PRINCIPAL ACCOUNTANTS’ FEES AND SERVICES

Information called for by Item 14 of Form 10-K will be set forth in the Proxy Statement and is incorporated herein by reference.

PART IV.


ITEM 15.		EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this report:

(1) The consolidated financial statements of Youbet.com, Inc., which are listed on the Index to consolidated financial statements appearing on page 36F-1 of this report.

(2)

Schedule II — Valuation and Qualifying Accounts. All other schedules are omitted because they are not applicable, not required or the information is included elsewhere in the consolidated financial statements or notes thereto.

(3)

List of Exhibits:

	2.1			Agreement and Plan of Merger, dated as of November 11, 2009, among Churchill Downs Incorporated, Youbet.com, Inc., Tomahawk Merger Corp. and Tomahawk Merger LLC (incorporated by reference to Exhibit 2.1 to our current report on Form 8-K filed November 13, 2009).
	3.1			Certificate of Incorporation of Youbet.com, Inc., as amended (incorporated by reference to Exhibit 3.1 to our quarterly report on Form 10-QSB for the quarter ended September 30, 2003).
	3.2			~~Amended~~Certificate ~~and~~of ~~Restated~~Designations ~~Bylaws~~of Series B Junior Participating Preferred Stock, as filed with the Secretary of ~~Youbet.com~~State of Delaware on April 1, ~~Inc.~~2009 (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed April 201, ~~2007~~2009).
	3.3			Certificate of Amendment of the Certificate of Incorporation of Youbet.com, Inc., as filed with the Secretary of State of Delaware on June 2, 2009 (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed June 2, 2009).
	3.4			Amended and Restated Bylaws of Youbet.com, Inc. (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed April 20, 2007).
	4.1			Registration Rights Agreement by and among Youbet.com, Inc. (formerly You Bet International, Inc.) and the other parties listed therein dated June 29, 1998 (incorporated by reference to Exhibit 99.5 to our current report on Form 8-K filed July 14, 1998).
	4.2			Warrant to purchase Youbet common stock issued to Robert M. Fell dated June 29, 1998 (incorporated by reference to Exhibit 99.3 to our current report on Form 8-K filed July 14, 1998).
	10.1			Youbet.com, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to our registration statement on Form S-3, File No. 333-126131).*
	4.3			Rights Agreement, dated as of March 31, 2009, between Youbet.com, Inc. and American Stock Transfer & Trust Company LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed April 1, 2009).
	10.2			Amendment Number One to the Youbet.com, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed June 16, 2006).*
	4.4			Amendment to Rights Agreement, dated as of November 11, 2009, between Youbet.com, Inc. and American Stock Transfer & Trust Company LLC (incorporated by reference to Exhibit 4.2 to our current report on Form 8-K filed November 13, 2009).
	10.3			Amendment Number Two to the Youbet.com, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to our current report on Form 8-K filed June 17, 2008).*
	10.4			Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.4 to our current report on Form 8-K filed June 17, 2008).*
	10.5			Form of Performance Stock Option Agreement (incorporated by reference to Exhibit 10.5 to our current report on Form 8-K filed June 17, 2008).*
	10.6			Form of Non-Employee Director Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.6 to our current report on Form 8-K filed June 17, 2008).*
	10.7			Lease Agreement for the Woodland Hills Facility dated March 11, 2000 (incorporated by reference to Exhibit 10.26 to our annual report on Form 10-K for the year ended December 31, 2000).
	10.8			Amendment, dated as of September 8, 2003, to lease agreement for the Woodland Hills Facility dated March 11, 2000 (incorporated by reference to Exhibit 10.6 to our annual report on Form 10-KSB for the year ended December 31, 2003).
	10.9			Assignment and Assumption of Lease, dated as of December 15, 2008, by and between Youbet.com, Inc. and Youbet Services Corporation.
	10.10			License and Content Agreement, dated as of May 18, 2001, by and among ODS Technologies, L.P., ODS Properties, Inc. and Youbet.com, Inc. (incorporated by reference to Exhibit 10.27 to our quarterly report on Form 10-Q for the quarter ended June 30, 2001).
	10.11			Amendment to License and Content Agreement dated as of June 6, 2007, by and among ODS Technologies, L.P., ODS Properties, Inc. and Youbet.com, Inc. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed June 12, 2007).
	10.12			Youbet.com, Inc. Offer Letter to Michael D. Nelson, dated December 12, 2006 and accepted December 13, 2006 (incorporated by reference to Exhibit 99.2 to our current report on Form 8-K filed January 8, 2007).*
	10.13			Employment Agreement, dated as of July 9, 2007, by and between Youbet.com, Inc. and James A. Burk (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed July 11, 2007).*
	10.14			Employment Agreement, dated as of March 1, 2008, by and between Youbet.com, Inc. and Daniel Perini (incorporated by reference to Exhibit 10.7 to our quarterly report on Form 10-Q for the quarter ended June 30, 2008).*
	10.15			Severance and General Release Agreement, by and between Youbet.com, Inc. and James A. Burk.*
	10.16			Form of Indemnification Agreement.
	10.17			Promissory Notes issued by Youbet.com, Inc. in favor of UT Group, LLC (incorporated by reference to Exhibit 10.4 to our current report on Form 8-K and filed February 13, 2006).

3642

	10.18			Settlement Agreement, dated as of November 13, 2008, by and among Youbet.com, Inc., Louis J. Tavano, James Scott, Richard M. Tavano and Jacktrade LLC (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed November 19, 2008).
	10.1			Youbet.com, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to our registration statement on Form S-3, File No. 333-126131).*
	10.19			Loan and Security Agreement, dated as of December 3, 2008, by and among Youbet.com, Inc., United Tote Company and Youbet Services Corporation, as borrowers, and National City Bank, as lender (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K and filed December 9, 2008).
	10.2			Amendment Number One to the Youbet.com, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed June 16, 2006).*
	10.20			Term Note A, dated as of December 3, 2008, made by Youbet.com, Inc., United Tote Company and Youbet Services Corporation in favor of National City Bank (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K and filed December 9, 2008).
	10.3			Amendment Number Two to the Youbet.com, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to our current report on Form 8-K filed June 17, 2008).*
	10.21			Revolving Note, dated as of December 3, 2008, made by Youbet.com, Inc., United Tote Company and Youbet Services Corporation in favor of National City Bank (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K and filed December 9, 2008).
	10.4			Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.4 to our current report on Form 8-K filed June 17, 2008).*
	10.22			Guaranty, dated as of December 3, 2008, made by UT Gaming, Inc. in favor of National City Bank (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K and filed December 9, 2008).
	10.5			Form of Performance Stock Option Agreement (incorporated by reference to Exhibit 10.5 to our current report on Form 8-K filed June 17, 2008).*
	10.23			Stock Pledge Agreement, dated as of December 3, 2008, between UT Gaming, Inc. and National City Bank (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K and filed December 9, 2008).
	10.6			Form of Non-Employee Director Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.6 to our current report on Form 8-K filed June 17, 2008).*
	10.24			Intellectual Property Security Agreement, dated as of December 3, 2008, by and among Youbet.com, Inc., United Tote Company and Youbet Services Corporation, as borrowers, and National City Bank, as secured party (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K and filed December 9, 2008).
	10.7			Lease Agreement for the Woodland Hills Facility dated March 11, 2000 (incorporated by reference to Exhibit 10.26 to our annual report on Form 10-K for the year ended December 31, 2000).
	10.25			Employment Agreement, dated as of January 1, 2004, by and between Youbet.com, Inc. and Gary W. Sproule (incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter ended June 30, 2004).*
	10.8			Amendment, dated as of September 8, 2003, to lease agreement for the Woodland Hills Facility dated March 11, 2000 (incorporated by reference to Exhibit 10.6 to our annual report on Form 10-KSB for the year ended December 31, 2003).
	10.26			First Amendment, dated as of August 1, 2005, to Employment Agreement, dated as of January 1, 2004, by and between Youbet.com, Inc. and Gary W. Sproule (incorporated by reference to Exhibit 10.4 to our quarterly report on Form 10-Q for the quarter ended September 30, 2005).*
	10.9			Assignment and Assumption of Lease, dated as of December 15, 2008, by and between Youbet.com, Inc. and Youbet Services Corporation (incorporated by reference to Exhibit 10.9 to our annual report on Form 10-K for the year ended December 31, 2008).
	21.1			List of subsidiaries.
	10.10			License and Content Agreement, dated as of May 18, 2001, by and among ODS Technologies, L.P., ODS Properties, Inc. and Youbet.com, Inc. (incorporated by reference to Exhibit 10.27 to our quarterly report on Form 10-Q for the quarter ended June 30, 2001).
	23.1			Consent of Piercy Bowler Taylor & Kern, Certified Public Accountants.
	10.11			Amendment to License and Content Agreement dated as of June 6, 2007, by and among ODS Technologies, L.P., ODS Properties, Inc. and Youbet.com, Inc. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed June 12, 2007).
	24.1			Power of Attorney (set forth on the signature page of this report).
	10.12			Youbet.com, Inc. Offer Letter to Michael D. Nelson, dated December 12, 2006 and accepted December 13, 2006 (incorporated by reference to Exhibit 99.2 to our current report on Form 8-K filed January 8, 2007).*
	31.1			Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
	10.13			Employment Agreement, dated as of July 9, 2007, by and between Youbet.com, Inc. and James A. Burk (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed July 11, 2007).*
	31.2			Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
	10.14			Employment Agreement, dated as of March 1, 2008, by and between Youbet.com, Inc. and Daniel Perini (incorporated by reference to Exhibit 10.7 to our quarterly report on Form 10-Q for the quarter ended June 30, 2008).*
	32.1			Certifications Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
	10.15			Severance and General Release Agreement, by and between Youbet.com, Inc. and James A. Burk (incorporated by reference to Exhibit 10.15 to our annual report on Form 10-K for the year ended December 31, 2008).*
	10.16			Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to our annual report on Form 10-K for the year ended December 31, 2008).
	10.17			Promissory Notes issued by Youbet.com, Inc. in favor of UT Group, LLC (incorporated by reference to Exhibit 10.4 to our current report on Form 8-K filed February 13, 2006).

* Management contract or compensatory plan.43


	10.18			Settlement Agreement, dated as of November 13, 2008, by and among Youbet.com, Inc., Louis J. Tavano, James Scott, Richard M. Tavano and Jacktrade LLC (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed November 19, 2008).

	10.19			Loan and Security Agreement, dated as of December 3, 2008, by and among Youbet.com, Inc., United Tote Company and Youbet Services Corporation, as borrowers, and National City Bank, as lender (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed December 9, 2008).

	10.20			Term Note A, dated as of December 3, 2008, made by Youbet.com, Inc., United Tote Company and Youbet Services Corporation in favor of National City Bank (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed December 9, 2008).

	10.21			Revolving Note, dated as of December 3, 2008, made by Youbet.com, Inc., United Tote Company and Youbet Services Corporation in favor of National City Bank (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed December 9, 2008).

	10.22			Guaranty, dated as of December 3, 2008, made by UT Gaming, Inc. in favor of National City Bank (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed December 9, 2008).

	10.23			Stock Pledge Agreement, dated as of December 3, 2008, between UT Gaming, Inc. and National City Bank (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed December 9, 2008).

	10.24			Intellectual Property Security Agreement, dated as of December 3, 2008, by and among Youbet.com, Inc., United Tote Company and Youbet Services Corporation, as borrowers, and National City Bank, as secured party (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed December 9, 2008).

	10.25			Employment Agreement, dated as of January 1, 2004, by and between Youbet.com, Inc. and Gary W. Sproule (incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter ended June 30, 2004).*

	10.26			First Amendment, dated as of August 1, 2005, to Employment Agreement, dated as of January 1, 2004, by and between Youbet.com, Inc. and Gary W. Sproule (incorporated by reference to Exhibit 10.4 to our quarterly report on Form 10-Q for the quarter ended September 30, 2005).*

	10.27			Employment Letter Agreement, dated as of September 8, 2009, between Youbet.com, Inc. and Susan Bracey (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed September 9, 2009).*

	10.28			Youbet Retention Program (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed February 23, 2010).*

	16.1			Letter from Piercy Bowler Taylor & Keen, Certified Public Accountants, regarding change in certifying accountant (incorporated by reference to Exhibit 16.1 to Amendment No. 1 to Form 8-K on Form 8-K/A filed April 17, 2009)

	21.1			List of subsidiaries (incorporated by reference to Exhibit 21.1 to our annual report on Form 10-K for the year ended December 31, 2008).

	23.1			Consent of Piercy Bowler Taylor & Kern, Certified Public Accountants.**

	24.1			Power of Attorney (set forth on the signature page of this report).

	31.1			Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.**

	31.2			Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.**

	32.1			Certifications Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.**


*		Management contract or compensatory plan.

**		Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	YOUBET.COM, INC.
March 6, 2009	By:	/s/ Michael Brodsky
March 15, 2010	By:	/s/ David Goldberg
		Michael Brodsky,
		David Goldberg,
		President and Chief Executive Officer

Power of Attorney

Youbet.com, Inc., a Delaware corporation, and each person whose signature appears below, constitutes and appoints ~~Michael~~David ~~Brodsky~~Goldberg and ~~James~~Susan ~~A. Burk~~Bracey, and either of them, with full power to act without the other, as such person’s true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this annual report on Form 10-K and any and all amendments to such annual report on Form 10-K and other documents in connection therewith, and to file the same, and all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of Youbet.com, Inc. and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael Brodsky Michael Brodsky	President and Chief Executive Officer (Principal Executive Officer)	March 6, 2009
/s/ David Goldberg David Goldberg	President and Chief Executive Officer (Principal Executive Officer)	March 15 , 2010
/s/ David Goldberg David Goldberg	Chief Operating Officer	March 6, 2009
/s/ Susan Bracey Susan Bracey	Chief Financial Officer (Principal Financial Officer)	March 15, 2010
/s/ James A. Burk James A. Burk	Chief Financial Officer (Principal Financial Officer)	March 6, 2009
/s/ Michael D. Nelson Michael D. Nelson	Corporate Controller (Principal Accounting Officer)	March 15, 2010
/s/ Michael D. Nelson Michael D. Nelson	Corporate Controller (Principal Accounting Officer)	March 6, 2009
/s/ F. Jack Liebau F. Jack Liebau	Chairman of the Board	March 15, 2010
/s/ F. Jack Liebau F. Jack Liebau	Chairman of the Board	March 6, 2009
/s/ Michael Brodsky Michael Brodsky	Executive Chairman of the Board	March 15, 2010
/s/ Gary Adelson Gary Adelson	Director	March 615, ~~2009~~2010
/s/ Michael D. Sands Michael D. Sands	Director	March 615, ~~2009~~2010
/s/ Jay Pritzker Jay Pritzker	Director	March 6, 2009
/s/ James Edgar James Edgar	Director	March 15, 2010
/s/ James Edgar James Edgar	Director	March 6, 2009
/s/ Michael Soenen Michael Soenen	Director	March 15, 2010
/s/ Michael Soenen Michael Soenen	Director	March 6, 2009
/s/ Raymond Anderson Raymond Anderson	Director	March 15, 2010
/s/ Raymond Anderson Raymond Anderson	Director	March 6, 2009

3845

Index to Consolidated Financial Statements and Schedule

	Page
Management’s report on internal control over financial reporting	F-1	~~F-2~~
Report of independent registered public accounting firm	F-2	~~F-3~~
Consolidated financial statements:
Balance sheets as of December 31, 2008 and 2007		F-4
Balance sheets as of December 31, 2009 and 2008	F-3
Statements of operations for the years ended December 31, 2008, 2007 and 2006		F-5
Statements of operations for the years ended December 31, 2009, 2008 and 2007	F-4
Statements of stockholders’ equity for the years ended December 31, 2008, 2007 and 2006		F-6
Statements of stockholders’ equity for the years ended December 31, 2009, 2008 and 2007	F-5
Statements of cash flows for the years ended December 31, 2008, 2007 and 2006		F-7
Statements of cash flows for the years ended December 31, 2009, 2008 and 2007	F-6
Notes to consolidated financial statements	F-7	~~F-8~~
Valuation and qualifying accounts	F-25

~~F-1~~ 46

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, ~~2008~~2009.

~~The Company’~~/s/ ~~independent~~David ~~registered~~Goldberg ~~public~~David ~~accounting~~Goldberg ~~firm, Piercy, Bowler, Taylor & Kern, Certified Public Accountants, has issued an audit report on the Company’~~/s/ ~~internal~~Susan ~~control~~Bracey ~~over financial~~Susan ~~reporting.~~Bracey ~~Their~~President ~~report~~and onChief ~~the~~Executive ~~audit~~Officer ofChief ~~internal~~Financial ~~control over financial reporting is included in their report on the audit of our consolidated financial statements, which appears on page F-3 of this Form 10-K.~~ Officer

~~/s/ Michael Brodsky /s/ James A. Burk Michael Brodsky President and Chief Executive Officer James A. Burk Chief Financial Officer~~F-1

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors Youbet.com, Inc. ~~Burbank, California~~

~~We have audited the accompanying consolidated balance sheets of Youbet.com~~Burbank, ~~Inc. and Subsidiaries~~California (the Company) as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years ended December 31, 2008, 2007 and 2006. Our audits included the financial statement schedule of Valuation and Qualifying Accounts included in Item 15(a)(2). We have also audited the Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and financial statement schedule and an opinion on the company’s internal control over financial reporting based on our audits.

We ~~conducted~~have ~~our~~audited ~~audits~~the inaccompanying ~~accordance~~consolidated ~~with~~balance ~~the~~sheets ~~standards~~ of ~~the~~Youbet.com, ~~Public~~Inc. ~~Company~~and ~~Accounting Oversight~~Subsidiaries ~~Board~~ (~~United~~the ~~States~~Company). ~~Those~~as ~~standards~~of ~~require~~December 31, ~~that~~2009 weand ~~plan~~2008, and ~~perform~~ the ~~audit~~related toconsolidated ~~obtain reasonable assurance about whether the financial~~ statements ~~are free~~ of operations, ~~material~~stockholders’ ~~misstatement~~equity and ~~whether~~ ~~effective~~cash ~~internal~~flows ~~control~~for ~~over~~each ~~financial reporting was maintained in all material respects. Our audits~~ of the ~~financial~~three ~~statements~~years ~~included~~ended ~~examining~~December 31, ~~on a test basis, evidence~~ ~~supporting the amounts and disclosures in the consolidated financial statements~~2009, ~~assessing~~2008 ~~the accounting principles used~~ and ~~significant~~2007. ~~estimates~~Our ~~made~~audits byincluded ~~management, and evaluating~~ the ~~overall~~ financial statement ~~presentation.~~schedule ~~Our audit~~ of ~~internal~~Valuation ~~control~~and Qualifying ~~over~~Accounts ~~financial reporting~~ included ~~obtaining~~ anin ~~understanding~~Item 15(a)(2). ofOur ~~internal~~responsibility ~~control~~is ~~over~~to ~~financial~~express ~~reporting,~~an ~~assessing~~opinion ~~risk that a~~on ~~material~~these ~~weakness~~financial ~~exists,~~statements and ~~testing~~financial ~~and~~statement ~~evaluating~~schedule ~~the design~~ and ~~operating~~an ~~effectiveness~~opinion ~~of internal control based~~ on the ~~assessed risk. Our audits also include performing such other~~company’s ~~procedures~~internal ascontrol weover ~~considered~~financial ~~necessary~~reporting inbased ~~the~~on ~~circumstances. We believe that~~ our audits ~~provide a reasonable basis for our opinions~~.

AWe ~~company’s~~conducted ~~internal~~our ~~control~~audits ~~over~~in ~~financial~~accordance ~~reporting~~with isthe astandards ~~process~~of ~~designed~~the toPublic ~~provide~~Company ~~reasonable~~Accounting Oversight ~~assurance~~Board ~~regarding~~(United ~~the~~States). ~~reliability~~Those ofstandards ~~financial~~require ~~reporting~~that we plan and perform the ~~preparation~~audit ofto ~~financial~~obtain ~~statements~~reasonable ~~for~~assurance ~~external~~about ~~purposes~~whether inthe ~~accordance~~financial ~~with~~statements ~~generally~~are ~~accepted~~free ~~accounting~~of ~~principles~~material misstatement. AThe ~~company’s~~Company ~~internal~~is ~~control~~not ~~over~~required ~~financial~~to ~~reporting~~have, ~~includes~~nor ~~those~~were ~~policies~~we ~~and~~engaged ~~procedures that (1) pertain~~ to ~~the~~perform ~~maintenance~~an audit of ~~records~~its ~~that,~~internal incontrol over ~~reasonable~~financial ~~detail,~~reporting. ~~accurately~~Our ~~and~~audit ~~fairly~~included ~~reflect~~consideration ~~the transactions~~of ~~and~~internal ~~dispositions~~control ofover ~~the~~financial reporting ~~assets~~as ofa ~~the~~basis ~~company;~~for ~~(2) provide~~designing ~~reasonable~~audit ~~assurance~~procedures that ~~transactions~~ are ~~recorded~~appropriate asin ~~necessary~~the tocircumstances, ~~permit~~but not ~~preparation~~for the purpose of ~~financial~~expressing ~~statements~~an inopinion ~~accordance with~~on ~~generally~~the ~~accepted~~effectiveness ~~accounting~~of ~~principles,~~the ~~and~~Company’s ~~that~~internal ~~receipts~~control over ~~and~~financial ~~expenditures~~reporting. ofAccordingly ~~the~~we ~~company are~~express ~~being~~no ~~made~~such ~~only~~opinion. inAn ~~accordance~~audit ~~with~~includes ~~authorizations~~examining, ofon ~~management~~a test basis, evidence supporting the amounts and ~~directors~~disclosures ofin the ~~company;~~financial statements. An audit ~~and~~also ~~(3) provide~~includes ~~reasonable~~assessing ~~assurance~~the ~~regarding~~accounting ~~prevention~~principles orused ~~timely~~and ~~detection~~significant ofestimates ~~unauthorized~~made by ~~acquisition~~management, ~~use,~~as orwell ~~disposition~~as ofevaluating the ~~company’s~~overall ~~assets~~financial statement presentation. We believe that ~~could~~our audits ~~have~~provide a ~~material~~reasonable ~~effect~~basis onfor ~~the financial~~our ~~statements~~opinions.

~~Because~~In ofour ~~its~~opinion, ~~inherent~~the ~~limitations,~~consolidated ~~internal~~financial ~~control~~statements ~~over~~referred ~~financial~~to ~~reporting~~above ~~may~~present ~~not~~fairly, ~~prevent~~in orall ~~detect~~material ~~misstatements. Also~~respects, ~~projections~~the ofconsolidated ~~any~~financial ~~evaluation~~position of ~~effectiveness~~the toCompany ~~future~~as ~~periods~~of ~~are~~December 31, 2009 and ~~subject~~2008, toand the ~~risk~~consolidated ~~that~~results ~~controls~~of ~~may~~its ~~become~~operations ~~inadequate~~and ~~because~~cash flows for each of ~~changes~~the inthree ~~conditions~~years ended December 31, or2009, ~~that~~2008 and 2007, in conformity with accounting principles generally accepted in the ~~degree~~United ofStates. ~~compliance~~Also ~~with~~in our opinion, such financial statement schedule, when considered in relation to the ~~policies~~basic orconsolidated ~~procedures~~financial ~~may~~statements ~~deteriorate~~taken as a whole, presents fairly, in all material respects, the information set forth therein.

InPIERCY ~~our~~BOWLER ~~opinion,~~TAYLOR ~~the~~& ~~consolidated financial statements referred to above present fairly, in all~~KERN ~~material~~Certified ~~respects,~~Public ~~the consolidated financial position of the Company as of December 31, 2008 and~~Accountants ~~2007, and the consolidated results of its operations and cash flows for each of the three years~~ ended December 31, 2008, 2007 and 2006, in conformity with accounting principles generally accepted in the United States. Also in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the COSO.

~~PIERCY~~/s/ ~~BOWLER~~Piercy ~~TAYLOR~~Bowler Taylor & ~~KERN~~Kern

~~/s/~~Las ~~Piercy~~Vegas, ~~Bowler~~Nevada March 15, ~~Taylor & Kern~~2010

~~Certified Public Accountants~~F-2 ~~Las Vegas, Nevada March 6, 2009~~

F-3

YOUBET.COM, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, ~~2008~~2009 and ~~2007~~2008

(in thousands, except share amounts)

	2008			2007
	2009			2008
ASSETS
Current assets
Cash and cash equivalents	$	1615,~~538~~884		$	616,~~551~~538
Current portion of restricted cash		4,698			8,635
Restricted cash		4,616			4,698
Accounts receivable, net of allowance for doubtful collection of $541 and $3,406		3,031			7,314
Accounts receivable, net of allowance for doubtful collection of $578 and $541		3,413			3,031
Inventories		1,~~937~~278			21,~~085~~937
Prepaid expenses and other current assets		1,066			1,417
Prepaid expenses and other		1,141			1,066
		27,270			26,002
Current portion of deferred tax asset		2,700
Property and equipment, net of accumulated depreciation and amortization of $28,623 and $21,638		16,218			24,664
		29,032			27,270
Intangibles, other than goodwill		4,588			6,505
Property and equipment, net of accumulated depreciation and amortization of $34,928 and $28,623		12,890			16,218
Goodwill					6,859
Intangibles, other than goodwill, net of accumulated amortization		3,948			4,588
Other assets		804			1,020
Deferred tax asset, net of current portion		5,400
	$	48,880		$	65,050
Other assets		374			804
	$	51,644		$	48,880
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	87,~~704~~196		$	108,~~390~~704
Trade payables		65,~~484~~430			106,~~028~~484
Accrued expenses		84,~~287~~622			118,~~346~~287
Customer deposits		4,~~445~~558			84,~~326~~445
Deferred revenues		~~121~~162			~~212~~121
		28,041			40,302
		21,968			28,041
Long-term debt, net of current portion		~~3,996~~			43,~~767~~996
		32,037			45,069
Total liabilities		21,968			32,037
Stockholders’ equity
Preferred stock, $0.001 par value, authorized 1,000,000 shares, none outstanding
Common stock, $0.001 par value, authorized 100,000,000 shares, 42,562,805 shares issued		43			43
Common stock, $0.001 par value, authorized 100,000,000 shares, 42,829,373 and 42,562,805 shares issued		43			43
Additional paid-in-capital		~~135~~136,~~732~~970			~~134~~135,~~286~~732
Deficit		(~~116~~104,~~424~~806	)		(~~111~~116,~~973~~424	)
Accumulated other comprehensive loss		(~~129~~152	)		(56129	)
Less treasury stock, 1,099,335 and 1,043,781 shares at cost		(2,379	)		(2,319	)
Less treasury stock, 1,099,335 shares at cost		(2,379	)		(2,379	)
		16,843			19,981
		29,676			16,843
	$	4851,~~880~~644		$	6548,~~050~~880

See notes to consolidated financial statements

F-4 3

YOUBET.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007

(in thousands, except per share amounts)

	2008			2007			2006
	2009			2008			2007
Revenues
Commissions	$	8288,~~929~~320		$	9382,~~969~~929		$	8893,~~093~~969
Contract revenues		2219,~~064~~841			2322,~~965~~064			2123,~~569~~965
Equipment sales		~~1,133~~812			~~877~~1,133			~~1,295~~877
Other		2,~~902~~407			32,~~683~~902			3,~~637~~683
		109,028			122,494			114,594
		111,380			109,028			122,494
Costs and expenses
Track fees		3950,~~303~~722			39,~~246~~303			3739,~~688~~246
Licensing fees		94,~~124~~254			199,~~810~~124			2119,~~967~~810
Network operations		3,~~928~~871			43,~~564~~928			34,~~934~~564
Contract costs		14,~~794~~778			1614,~~584~~794			1316,~~548~~584
Cost of equipment sales		~~466~~187			~~429~~466			~~673~~429
		67,615			80,633			77,810
		73,812			67,615			80,633
Gross profit		4137,~~413~~568			41,~~861~~413			3641,~~784~~861
Operating expenses
General and administrative		17,~~752~~004			2117,~~160~~752			2221,~~771~~160
Sales and marketing		56,~~273~~094			105,~~009~~273			710,~~912~~009
Research and development		3,~~430~~306			3,~~947~~430			3,~~002~~947
Depreciation and amortization		87,~~074~~217			98,~~117~~074			59,~~958~~117
Impairment write downs		~~11,212~~—			811,~~000~~212			8,000
		45,741			52,233			39,643
		33,621			45,741			52,233
Loss from continuing operations before other income (expense) and income tax		(4,328	)		(10,372	)		(2,859	)
Income (loss) from continuing operations before other income (expense) and income tax (benefit)		3,947			(4,328	)		(10,372	)
Interest income		~~233~~44			~~642~~233			~~536~~642
Interest expense		(~~1,244~~780	)		(1,~~796~~244	)		(1,~~955~~796	)
Other		~~174~~487			~~153~~174			~~711~~153
Loss from continuing operations before income tax		(5,165	)		(11,373	)		(3,567	)
Income (loss) from continuing operations before income tax (benefit)		3,698			(5,165	)		(11,373	)
Income tax		658			2,814			734
Income tax (benefit)		(7,938	)		658			2,814
Loss from continuing operations		(5,823	)		(14,187	)		(4,301	)
Income (loss) from continuing operations		11,636			(5,823	)		(14,187	)
Discontinued operations
Income (loss) from discontinued operations, net of $731 income tax benefit in 2007		~~1,372~~(18	)		~~(14~~1,~~231~~372	)		2(14,~~270~~231	)
Net loss	$	(4,451	)	$	(28,418	)	$	(2,031	)
Net Income (loss)	$	11,618		$	(4,451	)	$	(28,418	)
Basic income (loss) per share
Loss from continuing operations	$	(0.14	)	$	(0.34	)	$	(0.12	)
Income (loss) from continuing operations	$	0.28		$	(0.14	)	$	(0.34	)
Income (loss) from discontinued operations		(0.0300	)		(0.3403	)		(0.0634	)
Net loss		(0.11	)		(0.68	)		(0.06	)
Net Income (loss)		0.28			(0.11	)		(0.68	)
Diluted income (loss) per share
Loss from continuing operations	$	(0.14	)	$	(0.34	)	$	(0.12	)
Income (loss) from continuing operations	$	0.27		$	(0.14	)	$	(0.34	)
Income (loss) from discontinued operations		(0.0300	)		(0.3403	)		(0.0634	)
Net loss		(0.11	)		(0.68	)		(0.06	)
Net Income (loss)		0.27			(0.11	)		(0.68	)
Weighted average shares outstanding
Weighted average common shares outstanding
Basic		41,~~463~~543,~~470~~528			41,~~796~~463,~~218~~470			3541,~~141~~796,~~027~~218
Diluted		4143,~~463~~840,~~470~~875			41,~~796~~463,~~218~~470			3541,~~141~~796,~~027~~218

See notes to consolidated financial statements

F-5 4

YOUBET.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

Years Ended December 31, ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007 (in thousands)

								Accumulated
					Additional			Other
	Common Stock				Paid-In			Comprehensive						Treasury
	Shares		Dollars		Capital			Loss			Deficit			Stock			Total
Balances at January 1, 2006		33,452		33		105,716			—			(81,524	)		(1,341	)		22,884
Balances at January 1, 2007		42,119	$	42	$	137,597		$	(10	)	$	(83,555	)	$	(1,300	)	$	52,774
Warrants exercised		25				12												12
Stock options exercised		260		1		255												256
Treasury stock re-issuance						13									41			54
Equity sale		6,200		6		18,947												18,953
Stock issued in connection with acquisition of United Tote		2,182		2		11,998												12,000
Cumulative translation adjustment									(10	)								(10	)
Stock based compensation						656												656
Net loss												(2,031	)					(2,031	)
Balances at December 31, 2006		42,119		42		137,597			(10	)		(83,555	)		(1,300	)		52,774
Stock options exercised		444		1		352												353
Payment to former owners of United Tote under “make-whole” provision						(4,473	)											(4,473	)
Other						(88	)											(88	)
Purchase of treasury stock															(1,019	)		(1,019	)
Cumulative translation adjustment									(46	)								(46	)
Stock based compensation						898												898
Net loss												(28,418	)					(28,418	)
Balances at December 31, 2007		42,563	$	43	$	134,286		$	(56	)	$	(111,973	)	$	(2,319	)	$	19,981
Purchase of treasury stock														$	(60	)		(60	)
Cumulative translation adjustment									(73	)								(73	)
Stock based compensation						1,446												1,446
Net loss												(4,451	)					(4,451	)
Net Loss												(4,451	)					(4,451	)
Balances at December 31, 2008		42,563	$	43	$	135,732		$	(129	)	$	(116,424	)	$	(2,379	)	$	16,843
Stock options exercised		266				201												201
Cumulative translation adjustment									(23	)								(23	)
Stock based compensation						1,037												1,037
Net Income												11,618						11,618
Balances at December 31, 2009		42,829	$	43	$	136,970		$	(152	)	$	(104,806	)	$	(2,379	)	$	29,676

See notes to consolidated financial statements

F-6 5

YOUBET.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	2008			2007			2006
	2009			2008			2007
Operating activities
Net loss	$	(4,451	)	$	(28,418	)	$	(2,031	)
Net Income (loss)	$	11,618		$	(4,451	)	$	(28,418	)
Income (loss) from discontinued operations		~~1,372~~(18	)		~~(14~~1,~~231~~372	)		2(14,~~270~~231	)
Loss from continuing operations		(5,823	)		(14,187	)		(4,301	)
Income (loss) from continuing operations		11,636			(5,823	)		(14,187	)
Adjustments to reconcile net loss to net cash provided by operating activities, continuing operations
Adjustments to reconcile net income (loss) to net cash provided by operating activities, continuing operations
Depreciation and amortization of property and equipment		76,~~332~~577			87,~~376~~332			58,~~279~~376
Amortization of intangibles		~~742~~640			~~741~~742			~~679~~741
Goodwill, intangibles and fixed asset impairment		11,212			8,000			—
Deferred tax assets		(8,100	)					1,797
Stock-based compensation		1,446			898			656
Goodwill, intangibles and fixed asset impairment					11,212			8,000
Bad debt		707			1,105			173
Stock-based compensation		1,037			1,446			898
Increase in operating (assets) and liabilities								—
Bad debt		508			707			1,105
Restricted cash, Players Trust SM		32			48			(185	)
Increase in operating (assets) and liabilities
Accounts receivable		971			430			(1,813	)
Restricted cash, Players Trust SM		(141	)		32			48
Inventory		148			502			(610	)
Accounts receivable		(890	)		971			430
Prepaid expenses		310			(372	)		757
Inventory		659			148			502
Deferred tax asset		—			1,797			(231	)
Prepaid expenses		(75	)		310			(372	)
Other assets		~~213~~430			~~2,473~~213			~~765~~2,473
Trade payables		(31,~~375~~053	)		(3,~~783~~375	)		4(3,~~432~~783	)
Accrued expenses		1(3,~~385~~657	)		(61,~~737~~385	)		~~698~~(6,737	)
Customer deposits		~~(160~~113	)		90(160	)		~~365~~90
Deferred revenues		~~(91~~41	)		5(91	)		~~(313~~5	)
Deferred tax liability		—			—			570
Net cash provided by continuing operations		7,725			15,049			(614	)
Net cash provided (used) by operating activities, from continuing operations		15,049			(614	)		6,921
Net cash (used) by discontinued operations		(21	)		(312	)		(392	)
Net cash provided (used) by operating activities		7,704			14,737			(1,006	)
Investing activities
Purchase of property and equipment		(13,~~384~~280	)		(21,~~482~~384	)		(62,~~197~~482	)
Proceeds from sale of property and equipment		3431			—34			~~576~~
Cash paid for United Tote acquisition, net of $159 cash acquired in 2006		—			~~(4,473~~	)		(104,~~191~~473	)
Investments in intangibles and other		—			—			(1,116	)
Other		217						(168	)
Increase in restricted cash (other than Players Trust SM)		—			—			(258	)
Net cash (used) in investing activities		(3,032	)		(1,350	)		(7,123	)
Decrease in restricted cash (other than Players Trust SM)		—			(168	)		1,132
Other		—			—			166
Net cash used in investing activities		(1,350	)		(7,123	)		(15,888	)
Financing activities
Proceeds from issuance of common stock		—201			—			~~19,009~~
Proceeds from exercise of stock options and warrants		—			~~353~~			~~269~~353
Purchase of treasury stock		~~(60~~	)		(~~1,019~~60	)		—(1,019	)
Proceeds from sale-leaseback transaction		—			~~1,065~~			—1,065
Proceeds from debt		~~10,752~~			410,~~409~~752			34,~~893~~409
Repayment of debt		(145,~~019~~504	)		(1114,~~045~~019	)		(911,~~840~~045	)
Other		—			~~(88~~	)		—(88	)
Net cash provided (used) by financing activities		(35,~~327~~303	)		(63,~~325~~327	)		13(6,~~331~~325	)
Net cash provided by (used in) operating activities, discontinued operations		(312	)		(392	)		11
Foreign currency translation adjustments		(23	)		(73	)		(46	)
Foreign currency translation adjustments		(73	)		(46	)		(10	)
Net increase (decrease) in cash and cash equivalents		(654	)		9,987			(14,500	)
Net increase (decrease) in cash and cash equivalents		9,987			(14,500	)		4,365
Cash and cash equivalents at the beginning of period		16,538			6,551			21,051
Cash and cash equivalents at the beginning of period		6,551			21,051			16,686
Cash and cash equivalents at the end of period	$	15,884		$	16,538		$	6,551
Cash and cash equivalents at the end of period	$	16,538		$	6,551		$	21,051
		2009			2008			2007
Supplemental disclosure of cash flow information:
Cash paid for interest	$	~~772~~466		$	~~1,322~~772		$	151,322
Cash paid for income taxes		~~603~~889			~~381~~603			~~195~~381
Non-cash investing and financing activities:
Seller financing of United Tote acquisition								12,000
Equipment acquired with capital lease and other financing arrangements					810			1,428
Equipment acquired with capital lease and other financing arrangements		810			1,428			469

See notes to consolidated financial statements

F-7 6

Youbet.com and Subsidiaries Notes to Consolidated Financial Statements

~~Notes~~Note to1: ~~Consolidated~~THE ~~Financial~~COMPANY ~~Statements~~AND THE MERGER AGREEMENT WITH CHURCHILL DOWNS

Note 1: THE COMPANY

Youbet.com, Inc. (Youbet) and its consolidated subsidiaries (collectively, the Company) is a licensed, multi-jurisdictional facilitator of online pari-mutuel horse race wagering and a leading supplier of tote equipment and services to the racing industry. Through its main product, Youbet Express^SM, Youbet offers its customers interactive, real-time audio/video broadcasts, access to a comprehensive database of handicapping information, and, in most states, the ability to wager on a wide selection of horse races in the United States, Canada, the United Kingdom, Australia and South Africa. Youbet is working to expand its brand, products and services throughout the United States and in select international markets.

In 2006, Youbet expanded its product and service offering through the acquisition of United Tote Company and United Tote Canada (collectively with U.T. Gaming, Inc., referred to as United Tote). United Tote is a leading supplier of totalizator systems (a system that ~~process~~processes wagers and payouts).

Churchill Downs Merger Agreement

On November 11, 2009, Youbet entered into an Agreement and Plan of Merger (the Merger Agreement) with Churchill Downs Incorporated (Churchill Downs), Tomahawk Merger Corp., a wholly owned subsidiary of Churchill Downs (Merger Corp), and Tomahawk Merger LLC, a wholly owned subsidiary of Churchill Downs (Merger LLC). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will merge with and into Youbet, with Youbet surviving as a wholly owned subsidiary of Churchill Downs (the Merger) and (ii) following completion of the Merger, the surviving corporation from the Merger will merge with and into Merger LLC, with Merger LLC surviving such merger.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Youbet common stock issued and outstanding immediately prior to the effective time of the Merger (other than treasury shares, shares held by Youbet’s wholly owned subsidiaries or shares of Youbet common stock held by Churchill Downs or any of its subsidiaries) will be converted into the right to receive (i) 0.0598 of a share of Churchill Downs common stock and (ii) $0.97 in cash, subject to adjustment to ensure that the Merger does not require Churchill Downs to issue more than 19.6% of the outstanding Churchill Downs common stock outstanding as of immediately prior to the effective time of the Merger.

The Merger is subject to customary closing conditions, including (i) approval and adoption by Youbet stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iii) absence of litigation or injunctions prohibiting the transactions contemplated by the Merger Agreement and (iv) subject to certain materiality exceptions, the accuracy of the representations and warranties made by Youbet and Churchill Downs, and compliance by Youbet and Churchill Downs of Youbet’s and Churchill Downs’s respective obligations under the Merger Agreement.

Youbet has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants to conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and consummation of the Merger. Youbet is also subject to a “no-shop” restriction on its ability to solicit alternative acquisition proposals, provide certain information and engage in discussions with third parties, subject to certain exceptions. The Merger Agreement also provides for certain termination rights for both Youbet and Churchill Downs, including Youbet’s right to terminate the Merger Agreement under certain circumstances to enter into a “Superior Proposal.” Upon termination of the Merger Agreement under specified circumstances, Youbet may be required to pay Churchill Downs a termination fee of $4,326,000 and reimburse Churchill Downs’s transaction expenses up to $500,000 and Churchill Downs may be required to pay Youbet a termination fee of $5,000,000.

Additional information regarding the Merger is provided in the proxy statement/prospectus filed with the SEC by Churchill Downs on March 2, 2010 and mailed to our stockholders on March 4, 2010.

For a description of litigation relating to the Merger and Youbet’s entry into a Memorandum of Understanding regarding settlement of such litigation, see Note 12.

F-7

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation and accounting

The consolidated financial statements include the accounts of Youbet and its wholly-owned subsidiaries (inclusive of Youbet Services Corporation, International Racing Group (consisting of IRG U.S. Holdings Corp, IRG Holdings Curacao, N.V., International Racing Group, N.V. and IRG Services (collectively, IRG), United Tote and Bruen Productions International, Inc. from October 9, 2006 until it was sold effective December 31, 2007 (Bruen)). The operations of IRG were shut down effective February 15, 2008. Both IRG and Bruen are retroactively reported as discounted operations (Note 14). All inter-company accounts and transactions have been eliminated in consolidation.

The Company has not elected to adopt the option available under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ARS)Topic 825, The Fair Value Option for Financial Assets and Financial Liabilities, to measure any of its eligible financial instruments or other items, except as may be required under generally accepted accounting principles or otherwise disclosed elsewhere herein. Accordingly, with such exceptions, the Company continues to measure all of its assets and liabilities on the historical cost basis of accounting.

Preparation of these unaudited consolidated financial statements involves and requires the use of estimates and judgments where appropriate. Events through the date these consolidated financial statements were issued March 15, 2010 were evaluated by management to determine if adjustments to or disclosure in these consolidated financial statements were necessary. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. The results for current interim periods are not necessarily indicative of the results to be expected for the full year.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue recognition

Through Youbet ~~and IRG~~, the Company earns and records commissions on wagers placed with tracks for customers as revenue and the related track and market area access fees as operating expenses when the wagers are settled, typically the same day as the wager. Other sources of revenue, including membership and information fees, are relatively insignificant. Prepayments of such fees are treated as deferred revenue and later recognized over the duration of the subscription. Incentives offered to customers to encourage wagering on events at tracks that generate higher margins are charged immediately to operations as reductions in commissions earned.

Youbet launched a player rewards program during the second quarter of 2006 called Youbet Advantage. Participating members earn points based on the amount they wager, and they can redeem their points for merchandise, travel rewards, and wager credits. Youbet’s Player Advantage incentives and other volume incentives are recorded as a reduction of commission revenue ~~when~~(a contra-revenue) and the associated liability is accrued as the points are issued. ~~or discounts~~Reward points are valued based upon a “par” value applied to points earned based upon the rewards category the player is assigned. Player reward categories are assigned to players based upon their respective wagering volume. An estimated point redemption rate, by reward category, is applied against the outstanding points to estimate the future utilization of points awarded for proper valuation.

The majority of United Tote’s revenues are derived from service contracts principally for the installation and operation of pari-mutuel wagering networks. Services provided via these networks include accepting wagers, performing odds and payout calculations and calculating ticket payouts. United Tote charges the track for these services either by transaction count or by dollar volume in accordance with the related service contract. In ~~some~~order ~~instances~~to perform its services under these agreements, United Tote ~~incurs~~may ~~significant~~incur various costs associated with installation of its totalizator equipment at the track to enable it to function as required. Such installation costs ~~relating~~include service personnel, including electricians, to ~~these~~set ~~contracts~~up ~~before~~networks and other items necessary for the proper ~~systems~~functioning ~~become~~of ~~operational~~all terminals being deployed at the track, which in some cases number as many as several hundred. Such installation costs are capitalized and amortized over the life of the related contract, since such costs are a prerequisite for the proper operation of the equipment, which in turn is necessary to generate future totalizator revenue. United Tote is also required to provide various levels of routine operational support and software maintenance throughout the life of the contract, which is expensed as incurred. Revenue from the sale of pari-mutuel gaming systems equipment and related parts is recognized upon delivery and customer acceptance.

F-8

Cash equivalents and restricted cash

Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. For purposes of the financial statements, restricted cash (Note 3), current and non-current, is excluded from cash and cash equivalents.

Accounts receivable and allowance for doubtful accounts

The Company manages its concentrations of credit risk by evaluating the creditworthiness of tracks before extending credit. Accounts receivable are uncollateralized and carried, net of an appropriate allowance, at their estimated collectible value. The allowance for doubtful accounts (Note 4) is established based on historic loss experience, the individual tracks the relative strength of the Company’s legal position, the related cost of any proceedings, and general economic conditions. Since customer credit is generally extended on a short-term basis, ~~trade~~ trade receivables do not normally bear interest. Accounts for which no payments have been received ~~for~~ for two consecutive months are considered delinquent, and customary collection efforts are initiated. The maximum losses that the Company would incur if a track failed to pay would be limited to the amount due after the related allowances provided.

The allowance for doubtful accounts (Note 4) is established based on historic loss experience, the individual tracks and players, the relative strength of the Company’s legal position, the related cost of any proceedings, and general economic conditions.

The Company manages its concentrations of credit risk by evaluating the creditworthiness of tracks and players before extending credit. The maximum losses that the Company would incur if a track or player failed to pay would be limited to the amount due after the related allowances provided.

Fair value of financial instruments

The carrying value of financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their estimated fair value due to the short maturities of these financial instruments. The estimated fair value of long-term receivables and debt approximates their carrying value. In ~~evaluating~~estimating the fair value of other ~~financial~~ financial instruments, consisting of long-term receivables and debt, the Company generally uses third-party market quotes. ~~The~~(level ~~estimated~~2 ~~fair~~inputs, ~~value~~as ofdefined ~~long-term~~in ~~receivables~~ASC ~~and~~Topic ~~debt approximates their carrying value~~820).

Foreign currency

The ~~functional currency of United Tote Canada is Canadian dollars. The~~ Company translates assets and liabilities at exchange rates in effect at the balance sheet date and income and expense accounts at average exchange rates during the year. The functional currency of United Tote Canada is Canadian dollars.

Inventories

Inventories consist of totalizator components to build totalizator equipment and ticket paper stock. Inventories are stated at the lower of cost (using the first-in, first-out method) or market value. ~~The Company regularly reviews inventory quantities on hand and records an allowance for~~ ~~estimated excess and obsolete inventory based primarily on the Company’s forecast of product demand and production requirements.~~

Property and equipment

Property and equipment is carried at cost less accumulated depreciation and amortization. Depreciation of property and equipment, which includes equipment under capital leases, is provided on the straight-line method over estimated useful lives, generally ranging from three to five years. Leasehold improvements are amortized over the estimated economic life or the term of the lease, including lease renewal option periods, if intended to be exercised, whichever is shorter. The majority of United Tote’s equipment is in place at various pari-mutuel gaming sites located throughout North America.

Also included in property and equipment is internally developed software. Internally used software, whether purchased or developed, is capitalized and amortized using the straight-line method over an estimated useful life of two to four years, in accordance with American Institute of Certified Public Accountants Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.

F-9

Goodwill

The Company evaluates its goodwill, if any, on an annual basis (Note 16) and if events and ~~circumstances~~ circumstances (such as, significant decreases in the market value of an asset, a change in operating model or strategy and competitive forces) indicate that the carrying amount of an asset may not be recoverable. If the expected undiscounted future cash flow attributable to the asset is less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s ~~carrying~~ carrying value over its fair value is recorded. The estimated fair value is determined using inputs ~~from~~ from among the three levels of the fair value hierarchy set forth in ~~the~~ASC Topic 820, Fair Value Measurements and Disclosures, derived from Financial Accounting Standards Board Statement (“FASB”) No. 157, Fair Value ~~Measurements~~Measures, as follows: Level 1 inputs — Unadjusted quoted prices in active markets for identical assets or liabilities, which prices are available at the measurement date. Level 2 inputs — Include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 inputs — Unobservable inputs that reflect management’s estimates about the assumptions that market participants would use in pricing the asset or liability. Management develops these inputs based on the best available information available, including internally-developed data. In ~~estimated~~estimating the fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

Income taxes

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the amount and timing of scheduled reversals of deferred tax liabilities and projected future taxable income over the periods for which the deferred tax assets are deductible.

Effective January 1, 2007, the Company adopted the provisions of ~~Financial~~ASC ~~Accounting~~Topic ~~Standards~~740 Income Taxes derived ~~Board~~from (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an ~~Interpretation~~ Interpretation of FASB Statement No. 109” ~~(“FIN 48”~~). Based on management’s evaluation, the Company concluded that there were no significant uncertain tax positions requiring recognition in its financial statements or related disclosures. Accordingly, no adjustments to recorded tax liabilities or accumulated deficit were required, and there was no effect on 2007 operations as a result of adopting ~~FIN 48~~these requirements. As of December 31, ~~2008~~2009 the Company had not ~~recognized~~provided ~~liabilities~~any ~~for penalty and interest as the Company does not have~~ liability for unrecognized tax benefits.

The Company’s ~~will~~policy is to recognize interest and penalties related to income tax matters as part of income tax expense (benefit) in its consolidated statements of operations.

Legal defense costs

Estimated legal defense costs are not accrued. Rather, such costs are accrued and expensed when services are provided.

Stock-based compensation

OnUnder ~~January 1,~~the ~~2006,~~fair ~~the~~value ~~Company~~recognition ~~adopted~~provisions ~~SFAS~~of ~~No. 123~~ASC ~~(revised~~Topic ~~2004)~~718, ~~Share~~stock-~~Based~~based ~~Payment,~~compensation ~~(SFAS~~cost ~~No.~~is ~~123R)~~measured ~~using~~at the ~~modified~~grant ~~prospective~~date ~~transition~~based ~~method,~~on ~~for~~the ~~accounting~~value ~~for~~of ~~all~~the ~~stock~~award and is recognized on a straight-~~based~~line ~~compensation~~basis as expense over the vesting period. ~~Stock-based~~Additionally, ~~compensation~~the ~~expense~~Company ~~related~~is required to ~~employee~~use ~~and~~judgment ~~director~~in estimating the amount of stock-based ~~options~~awards that are expected to be forfeited. If actual ~~recognized~~forfeitures ~~for~~differ ~~the~~significantly ~~years~~from ~~ended~~the ~~December 31,~~original ~~2008~~estimate, ~~2007~~stock-based compensation expense and the ~~2006~~results ~~was~~of $1operations could be impacted.~~4 million,~~ $0The company estimates forfeitures at the time of grant based upon historical experience.~~9 million~~ The Company reviews the forfeiture rates periodically and ~~$0.7 million,~~makes ~~respectively~~adjustments as necessary.

~~Under~~The ~~the~~Company’s determination of fair value ~~recognition provisions~~ of ~~SFAS No. 123(R), stock~~share-based ~~compensation~~payment ~~cost~~awards ~~is measured~~to atemployees ~~the~~and ~~grant date based~~ directors on the ~~value~~date of ~~the~~grant ~~award~~under ~~and~~ASC isTopic ~~recognized~~718, onuses athe ~~straight~~Black-~~line basis~~Scholes asoption ~~expense~~pricing ~~over~~model, ~~the~~which ~~vesting~~is affected ~~period.~~by ~~Under SFAS No. 123R,~~ the Company’s isstock ~~required~~price toas ~~use judgment~~well inas ~~estimating~~assumptions ~~the~~regarding ~~amount~~a number of ~~stock-based~~complex ~~awards~~and subjective ~~that~~variables. ~~are~~These ~~expected~~variables toinclude, bebut ~~forfeited.~~are ~~If actual~~not ~~forfeitures~~limited ~~differ~~to, ~~significantly from~~ the ~~original~~expected ~~estimate,~~ stock~~-based~~ ~~compensation~~price ~~expense~~volatility ~~and~~over the ~~results~~expected term of ~~operations~~the ~~could~~awards, beand ~~materially~~actual ~~impacted.~~and ~~Expected~~projected ~~forfeitures~~employee ~~are~~stock options ~~immaterial~~exercise ~~and,~~behaviors. ~~therefore,~~The ~~the~~ Company isestimates ~~recognizing~~expected ~~forfeitures~~volatility asusing ~~they~~historical ~~occur~~data.

The Company’s determination of fair value of share-based payment awards to employees and directors on the date of grant under SFAS 123R uses the Black-Scholes option pricing model, which is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the expected term of the awards, and actual and projected employee stock options exercise behaviors. The Company estimates expected volatility using historical data.

F-10

The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Year Ended December 31,
	2008			2007			2006
	2009			2008			2007
Risk-free interest rate		13.94	%		31.79	%		43.7	%
Expected term (years)		7			7			7
Volatility		4887.0	%		3848.10	%		3038.21	%
Expected annual dividend		0			0			0

Discontinued Operations

The Company presents the results of operations, financial position and cash flows of operations that met the criteria for “held for sale accounting” as discontinued operations if such operations meet the required conditions. At the time an operation qualifies for held for sale accounting, the operation is evaluated to determine whether or not the carrying value exceeds its fair value less costs to sell. Any loss resulting from carrying value exceeding fair value less cost to sell is recorded in the period the operation meets held for sale accounting. Management judgment is required to (1) assess the criteria required to meet held for sale accounting, and (2) estimate fair value. Changes to fair value could result in an increase or decrease to previously recorded losses.

Earnings or net income (loss) per share

Basic earnings (loss) per share are calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted earnings per share are calculated giving effect to all potentially dilutive common shares, assuming such shares were outstanding during the reporting period. In instances where the Company incurs a loss, however, diluting the earnings would not be applicable as the effect would be anti-dilutive.

~~The~~Following ~~following~~ is a reconciliation of the numerators and denominators of the net income (loss) per ~~share~~ share computations for the periods presented:

				Weighted Average		Per
	Net Income (Loss)			Shares		Share
	(numerator)			(denominator)		Amount
	(in thousands except share amounts)
	(in thousands except per share amounts)
2009
Income per share, basic	$	11,618			41,544	$	0.28
Effect of dilutive securities					2,297
Income per share, dilutive	$	11,618			43,841	$	0.27
2008
Income per share, basic (486 potentially dilutive securities were omitted from the calculation since the effect of including them would have been anti-dilutive)	$	(4,451	)		41,463	$	(0.11	)
Income per share, basic	$	(4,451	)		41,463	$	(0.11	)
(4415 potentially dilutive securities were omitted from the calculation
since the effect of including them would have been anti-dilutive)
2007
Loss per share, basic (714 potentially dilutive securities were omitted from the calculation since the effect of including them would have been anti-dilutive)	$	(28,418	)		41,796	$	(0.68	)
Loss per share, basic	$	(28,418	)		41,796	$	(0.68	)
2006
(2797 potentially dilutive securities were omitted from the calculation
Loss per share, basic (3,750 potentially dilutive securities were omitted from the calculation since the effect of including them would have been anti-dilutive)	$	(2,031	)		35,141	$	(0.06	)
since the effect of including them would have been anti-dilutive)

Note 3: RESTRICTED CASH

Facilities lease: As required by a lease agreement (Note 11), the Company provided a standby letter of credit in favor of the landlord secured by restricted cash deposits in like amount (which are immaterial) through 2010.

Players Trust^SM: As of December 31, 2009 and 2008, customer deposits maintained in Players Trust^SM totaled $4.6 million in both years, all of which is reported as restricted cash in current assets pursuant to our licensing agreements.

F-11

Note 3: RESTRICTED CASH

Facilities lease: As required by a lease agreement (Note 11), the Company provided a standby letter of credit in favor of the landlord secured by restricted cash deposits in like amount through 2010. The restricted cash requirement ($168,000 and $275,000 at December 31, 2008 and 2007, respectively) decreases $107,000 per year for the first five years of the lease and $98,000 thereafter until expiration. The portion of the restricted deposit that is allowed to be released in the subsequent year is reported as a current asset in the accompanying financial statements, the remainder is included in other assets.

Players TrustSM: As of December 31, 2008 and 2007, customer deposits maintained in Players TrustSM totaled $4.6 million and $8.6 million, respectively, all of which is reported as restricted cash in current assets pursuant to our licensing agreements.

Note 4: RECEIVABLES

Accounts receivable consisted of the following as of the balance sheet dates presented:

	December 31,		December 31,
	2008		2007
	2009		2008
	(in thousands)
Track receivables, net of allowance for doubtful collection of $541 and $1,180	$	2,904	$	6,784
Track receivables, net of allowance for doubtful collection of $578 and $541	$	3,273	$	2,904
Player receivables, net of allowance for doubtful collection of $0 and $759		0		60
Other		140		127
Other, net of allowance for doubtful collection of $0 and $1,467		127		470
	$	3,413	$	3,031
	$	3,031	$	7,314

Note 5: INVENTORIES

Inventories are stated at the lower of cost (using the first-in, first-out method) or market value.

	December 31,		December 31,
	2008		2007
	2009		2008
	(in thousands)
Totalizator components	$	1,~~681~~060	$	1,~~477~~681
Ticket stock		~~256~~218		~~608~~256
	$	1,~~937~~278	$	21,~~085~~937

Note 6: PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of the balance sheet dates presented:

	December 31,			December 31,
	2008			2007
	2009			2008
	(in thousands)
Computer equipment owned	$	11,940		$	14,520
Computer equipment	$	22,312		$	19,441
Computer equipment under capital lease (Note 9)		2,053			1,605
Pari-mutuel equipment		21,745			21,634
Pari-mutuel equipment		21,634			21,966
Office furniture, fixtures and equipment		571			576
Software		5,448			4,347
Leasehold improvements		3,190			3,190
Office furniture, fixtures and equipment		576			663
		47,818			44,841
Leasehold improvements		3,190			3,201
Less: accumulated depreciation and amortization		(34,928	)		(28,623	)
		44,841			46,302
	$	12,890		$	16,218
Less: accumulated depreciation and amortization		(28,623	)		(21,638	)
	$	16,218		$	24,664

Depreciation and amortization are recorded over the estimated lives of the following types of property and equipment: computer and pari-mutuel equipment (3 to 5 years), furniture and fixtures (5 years) and leasehold improvements (3 to 5 years, limited to the lease term). In connection with our exploration of strategic alternatives for United Tote, the Company re-evaluated the carrying value of United Tote. As part of this evaluation, the Company compared the current estimated fair value to its carrying value and in February 2009, concluded that the United Tote carrying value was impaired as of December 31, 2008 by $11.2 million. Goodwill of $6.9 million was eliminated and based upon the estimated fair values of property and equipment and intangible assets as of December 31, 2008, the Company reduced the carrying value of property and equipment and intangible assets $3.1 million and $1.2 million respectively. In 2009, the Company performed its annual asset impairment evaluation and concluded that an additional impairment write-down was not deemed necessary for the year ended December 31, 2009.

F-12

Depreciation and amortization are recorded over the estimated lives of the following types of property and equipment: computer equipment (3 to 5 years), software (2 to 10 years), furniture and fixtures (5 years) and leasehold improvements (3 to 5 years, limited to the lease term). In connection with our exploration of strategic alternatives for United Tote, the Company re-evaluated the carrying value of United Tote. As part of this evaluation, the Company compared the current estimated fair value to its carrying value and in February 2009, concluded that the United Tote carrying value was impaired as of December 31, 2008 by $11.2 million. Goodwill of $6.9 million was eliminated and based upon the carrying values of property and equipment and intangible assets as of December 31, 2008, the Company reduced the carrying value of property and equipment and intangible assets $3.1 million and $1.2 million respectively.

Note 7: INTANGIBLES, OTHER THAN GOODWILL

Intangibles, other than goodwill, consisted of the following as of the balance sheet dates presented:

	December 31,			December 31,
	2008			2007
	2009			2008
	(in thousands)
Intangibles	$	6,750		$	76,~~925~~750
Less: accumulated amortization		(2,~~162~~802	)		(12,~~420~~162	)
	$	43,~~588~~948		$	64,~~505~~588

Amortizable intangibles consist of customer listings, non-competition agreements, trademarks, trade names, technology and game content derived through acquisition of ~~IRG and~~ United Tote. Amortization ~~expense~~ expense in ~~2008~~2009 and ~~2007~~2008 for these intangibles was $0.76 million and $10.97 million, respectively. ~~Estimated~~ Estimated future amortization of intangibles for each of the next five years is $0.76 million, $0.7 6 million, $0.76 million, $0.6 million, and $0.6 million, respectively. ~~See footnote 6 above for~~ ~~explanation of the $1.2 million reduction in the carrying value of intangibles as of December 31, 2008.~~

Note 8: ACCRUED EXPENSES

Accrued expenses consisted of the following as of the balance sheet dates presented:

	December 31,		December 31,
	2008		2007
	2009		2008
	(in thousands)
Legal fees	$	~~111~~445	$	~~298~~111
Employee compensation, related taxes and other benefits		32,~~908~~172		23,~~853~~908
IRG earnout				4,293
Track fees		243		926
Track fees		926
Accrued interest and taxes		837		2,037
Accrued interest and taxes		2,037		2,074
Player incentives		637		450
Player incentives		450		532
Other		288		855
Other		855		1,296
		4,622		8,287
		8,287		11,346

F-13

Note 9: DEBT

Debt consisted of the following as of the balance sheet dates presented:

	December 31,		December 31,
	2008		2007
	2009		2008
	(in thousands)
Capital lease obligations and other financing arrangement	$	750	$	999
Capital lease obligations	$	246	$	750
Promissary notes		3,200		3,200
Bank term loan		83,750		108,~~958~~750
		12,700		15,157
		7,196		12,700
Current portion of long-term debt		87,~~704~~196		108,~~390~~704
Long-term debt, less current maturities	$	~~3,996~~0	$	43,~~767~~996

The cost of equipment covered by the capital lease obligations is $0.8 million and $2.1 million for 2009 and 2008, respectively.

In February 2006, the Company completed its acquisition of all of the outstanding stock of United Tote (Note 16) for consideration valued at $31.9 million plus the assumption of approximately $14.7 million of debt (primarily related to the financing of equipment placed with United Tote’s track customers). As part of this purchase, the Company issued three unsecured promissory notes to United Tote’s former owners aggregating $10.2 million in principal amount, with each promissory note bearing interest at a fixed rate of 5.02% per annum and with their principal amounts due in full at their respective maturity dates. The Company repaid a $5.2 million principal amount promissory note in December 2006 and a $1.8 million principal amount promissory note in March 2007. The remaining $3.2 million principal amount promissory note is currently due but is subject to rights of indemnification and offset. The Company has four outstanding claims for indemnification against the former owners of United Tote and will not pay the net balance due until those matters are resolved.

~~In December 2008, the Company entered into a new credit agreement pursuant to which the lender~~F-13 agreed to provide the Company with up to $15.0 million in total borrowing capacity. The credit facility consists of a $5.0 million revolving line of credit and a $10.0 million term loan. The revolving line of credit requires monthly interest payments and the outstanding principal, if any, is due at maturity. The principal of the term loan is to be repaid in equal monthly installments ($1.25 million quarterly) plus interest, and payments commenced on December 31, 2008. At December 31, 2008, the Company owed $8.8 million under the term loan and no amount was outstanding under the revolving credit facility. At December 31, 2008, the interest rate on this facility was 5.75% per annum.

In December 2008, the Company entered into a new credit agreement pursuant to which the lender agreed to provide the Company with up to $15.0 million in total borrowing capacity. The credit facility consists of a $5.0 million revolving line of credit and a $10.0 million term loan. The revolving line of credit requires monthly interest payments and the outstanding principal, if any, is due at maturity. The principal of the term loan is to be repaid in equal monthly installments ($1.25 million quarterly) plus interest, and payments commenced on December 31, 2008. At December 31, 2009, the Company owed $3.8 million under the term loan and no amount was outstanding under the revolving credit facility. At December 31, 2009, the interest rate on this facility was 5.75% per annum.

Proceeds of $4.6 million from the new credit agreement were used to repay principal and interest in full amounts owed to the prior lender, as well as fees and expenses associated with the refinancing. The remaining proceeds will be used for general corporate purposes. No amounts have been borrowed under the revolving and letter of credit facility.

The credit agreement provides for mandatory prepayment upon the occurrence of certain specified events. The credit facility is secured by certain assets of the Company and certain of its subsidiaries are guarantors of the Company’s obligations under the credit facility. The credit agreement contains customary covenants under the loan and security agreement, including restrictions on our ability to incur indebtedness, make investments, pay dividends or engage in mergers and acquisitions. The loan and security agreement also contains certain financial covenants, including (i) a requirement to maintain a specified debt service coverage ratio, (ii) a requirement to maintain a leverage ratio not to exceed 2:1, (iii) a requirement to maintain a certain specified adjusted EBITDA and (iv) limitations on capital expenditures.

InThe ~~April 2007~~bank debt, ~~United~~promissory ~~Tote~~notes ~~entered~~and ~~into~~under acapital ~~sale-leaseback~~leasing ~~transaction~~arrangements ~~with~~are acollateralized ~~bank. United Tote sold~~by certain ~~totalizator~~ equipment. toThe ~~the~~debt ~~bank~~bears ~~for~~interest ~~proceeds~~at ofrates ~~$1.1 million~~ranging ~~and~~from ~~agreed~~6.75% to ~~lease~~10.4%. ~~back~~These ~~the~~obligations ~~equipment~~are ~~for~~payable ain ~~24-month~~monthly ~~period~~installments atthrough ~~an implicit interest rate of 8~~December 2010.~~8%.~~

The Company has financed the purchase of certain equipment through the issuance of bank debt, promissory notes and under capital leasing arrangements. The debt bears interest at rates ranging from 5.0% to 10.4%. Such obligations are payable in monthly installments through May 2010.

Annual maturities for debt, including capital lease obligations as of December 31, 2008, are as follows:

Year	(in thousands)
2009	$	8,704
2010		3,996
	$	12,700

F-14

Capital leases

The Company has capital lease arrangements for networking equipment, computer equipment and software. Future obligations under these non-cancelable capital leases are as follows:

Year	(in thousands)
2009	$	546
2010	$	293
2010		254
Total obligation		293
Total obligation		800
Less: interest portion		47
Less: interest portion		50
Total principal	$	246
Total principal	$	750

F-14

Note 10: INCOME TAXES

Income tax expense (benefit) from continuing operations consists of the following:

	2008			2007			2006
	2009			2008			2007
	(in thousands)
Current
Federal	$	~~127~~50		$	127		$	76
State		~~417~~80			4417			184
Foreign		~~114~~32			~~282~~114			~~307~~282
		658			286			401
		162			658			286
Deferred
Federal		~~(99~~1,524	)		(~~600~~99	)		(~~244~~600	)
State		~~699~~105			~~(735~~699	)		~~577~~(735	)
Change in valuation allowance		(~~600~~9,729	)		~~3,863~~(600	)		3,863
		0			2,528			333
		(8,100	)		0			2,528
	$	~~658~~(7,938	)	$	~~2,814~~658		$	~~734~~2,814

Income taxes (benefit) from continuing operations for ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007 differ from “expected” income taxes (benefit) for those years computed by applying the U.S. federal statutory rate of 34% to ~~loss~~pre-tax income (loss) before taxes for those years as follows:

	2008			2007			2006
	2009			2008			2007
	(in thousands)
Tax expense (benefit) at U.S. statutory rate	$	(1,~~758~~258	)	$	(81,~~640~~758	)	$	(~~441~~8,640	)
State tax (benefit) net of federal benefit		~~345~~158			~~353~~345			~~(76~~353	)
Foreign taxes		(83	)		30(8	)		30
Amortization/impairment of intangibles		~~2,332~~			62,~~762~~332			~~323~~6,762
Stock based compensation		~~492~~353			~~305~~492			~~261~~305
Jurisdictional penalties								254
Other permanent differences		55			42			197
Other permanent differences		42			197			86
Net change in valuation allowance		(9,729	)		(601	)		3,691
Net change in valuation allowance		(601	)		3,691
Other, net		(30	)		(186	)		116
Expiration of California								405
	$	(7,938	)	$	658		$	2,814
Other, net		(186	)		116			(78	)
	$	658		$	2,814		$	734

The Company does not provide for deferred taxes on the excess of the financial reporting over ~~the~~ the tax basis in our investments in the foreign subsidiaries that are essentially permanent in duration. ~~The~~Determination ~~determination~~ of ~~the~~such additional deferred taxes that have not been provided ishas not been deemed by management to be practicable.

Except for 2007, income (loss) from discontinued operations principally ~~consists~~ ofwas composed of transactions with no tax effect.

F-15

The Company’s net deferred tax assets at December 31 consist of the following:

	2008			2007			2006
	2009			2008			2007
	~~(in thousands)~~			(in thousands)
Deferred tax assets
Net operating loss carry forwards	$	2326,~~999~~230		$	23,~~142~~999		$	2123,~~848~~142
Tax credit carryforwards		~~342~~376			~~226~~342			226
Depreciation		~~151~~			151
Inventory		~~113~~228			113
Accrued expenses		~~564~~			~~234~~564			~~1,272~~234
Accounts receivable allowance		~~599~~621			~~1,361~~599			~~399~~1,361
Other		~~143~~			~~121~~143			4121
		25,911			25,084			23,749
		27,455			25,911			25,084
Deferred tax liabilities
Depreciation		(4,602	)		~~(3,573~~	)		(3,~~210~~573	)
Intangibles		(~~900~~772	)		(~~1,717~~900	)		(21,~~082~~717	)
Inventory		(19	)					~~(31~~	)
		(900	)		(5,290	)		(5,323	)
		(5,393	)		(900	)		(5,290	)
Net deferred tax assets		2522,~~011~~062			1925,~~794~~011			1819,~~426~~794
Valuation allowance		(2513,~~011~~962	)		(1925,~~794~~011	)		(1619,~~629~~794	)
	$	08,100		$	0		$	~~1,797~~0

The Company has federal and state net operating loss carry forwards in the amount of $~~59,066,000~~63.8 million and $6070.0 million,~~588,000,~~ respectively at December 31, ~~2008~~2009, which are expected to begin expiring in 2012 and 2013, respectively. Due to the change of ownership provisions of the Tax Reform Act of ~~1986~~ 1986 (Internal Revenue Code Section 382), utilization of a portion of our net operating loss and ~~tax~~ tax credit carry forwards may be limited in future periods. The Company does not have any known limits under IRC Section 382 at this time. Further, a portion of the carry forwards may expire before being applied to reduce future income tax liabilities. In addition, on September 30, 2008, the State of California suspended the ability of corporations to offset taxable income with net operating loss carry forwards for the tax years 2008 and 2009. The Company has tax credit ~~carry~~ carry forwards totaling $~~342~~376,000.

A valuation allowance is required when it is more likely than not that all or portion of a deferred tax asset will not be realized. The Company has recorded valuation allowance against its net deferred tax assets. As of December 31, 2009 and 2008, the valuation allowance recorded was $14.0 million and $25.0 million respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the amount and timing of scheduled reversals of deferred tax liabilities and projected future taxable income over the periods for which the deferred tax assets are deductible. ~~Although the~~Management ~~management~~ believes the ~~Company~~company will continue to be profitable infor the foreseeable future, ~~based~~as ~~upon~~necessary ~~the Company’s~~to ~~history~~realize ofthe ~~continuing~~tax ~~operating~~benefit. ~~losses~~Therefore, ~~realization~~based ofon ~~its~~current ~~deferred~~year ~~tax~~and forecasted ~~assets~~taxable ~~does~~income, ~~not meet~~management ~~the~~determined ~~more~~that ~~likely~~it ~~than~~was ~~not~~appropriate ~~criteria~~to ~~under~~reverse ~~SFAS~~portion Noof this valuation allowance. ~~109~~ ~~and,~~In ~~accordingly~~2009, atax ~~valuation~~benefit ~~allowance for~~was ~~the~~recognized ~~entire~~through ~~deferred~~reduction ~~tax~~of ~~asset~~valuation ~~amount~~allowance in ~~has~~the ~~been~~amount ~~recorded~~of $8.1 million.

The Company adopted the provisions of ASC Topic 740 as derived from FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes), on January 1, 2007. The Company did not recognize any additional liability for unrecognized tax benefit as a result of the implementation. As of December 31, ~~2007~~2009, the Company did not increase or decrease its liability for unrecognized tax benefit related to tax positions in prior period nor did the company increase its liability for any tax positions in the current year. Furthermore, there were no adjustments to the liability or lapse of statute of limitation or settlements with taxing authorities.

The Company expects resolution of any unrecognized tax benefits, if created, would occur while the full valuation allowance of deferred tax assets is maintained, therefore, the Company does not expect to have any unrecognized tax benefits that, if recognized, that would affect the effective tax rate.

The Company will recognize interest and penalty related to unrecognized tax benefits and penalties as income tax expense. As of December 31, ~~2008~~2009, the Company has not recognized liabilities for penalty and interest as the Company does not have liability for unrecognized tax benefits.

The Company is subject to taxation in the US and various states and Canada. The Company’s tax ~~years~~ years for 2005, ~~2006,~~through ~~and~~2008 ~~2007~~ are subject to examination by the taxing authorities. With few exceptions, the Company is no longer subject to U.S. federal, state, local or foreign examinations by taxing authorities for years before 2005. The Company’s federal return was selected for examination by the Internal Revenue Service (IRS) for prior tax year ended December 31, 2006. As of December, ~~2008~~2009, the IRS has not proposed any significant adjustments to the Company’s tax positions. ~~Additionally,~~Management does ~~the~~not ~~Canadian~~believe ~~Revenue~~that ~~Agency~~the isresolution ~~currently~~of ~~auditing~~the ~~United~~ongoing ~~Tote’s~~income ~~Canadian subsidiary’s operations for the~~ tax ~~years~~examinations ~~2002,~~will ~~2003~~have ~~and~~a ~~2004. The outcome of these audits is~~material ~~uncertain;~~adverse ~~however,~~impact ~~management~~on ~~believes~~the ~~there~~financial isposition noof ~~material tax liability exposure to~~ the Company ~~at this time~~.

F-16

Note 11: COMMITMENTS

Operating leases

The Company leases office and production facilities in California, Oregon, Kentucky and Canada under various operating leases. Approximate minimum rental payments under these non-cancelable operating leases as of December 31, ~~2008~~2009 are as follows:

Year	(in thousands)
2009	$	1,208
2010	$	663
2010		282
2011		102
2012		106
2013		~~106~~85
	$	1,804
Thereafter		293
	$	1,249

Total rental expense was approximately $1.34 million, $1.73 million, and $1.37 million for ~~2008~~2009, ~~2007~~2008 and ~~2006~~2007, respectively.

~~Employment~~Employee ~~Commitments~~Benefit Plan — The Company sponsors two defined contribution 401(k) plans. The plans provide for voluntary contributions by eligible employees and matching contributions by the Company depending on the respective plan. Matching contributions made by the Company included in general and administrative expenses were $0.4 million, $0.5 million and $0.5 million for 2009, 2008 and 2007, respectively, excluding nominal administrative costs assumed by the Company.

Agreement with James A. Burk — Effective July 9, 2007, Mr. Burk entered into a two year employment agreement. Under his employment agreement, Mr. Burk’s annual salary is $300,000 during the first year and may increase in succeeding years based on his and the Company’s performance. Upon execution of the employment agreement, Mr. Burk received 150,000 stock options at an exercise price of $2.35. The stock options are ten year options and shall vest ratably over four years. In addition, Mr. Burk is eligible to receive an annual bonus to be determined by the board of directors in its discretion and based on attaining mutually agreed upon business objectives and certain profitability goals. On March 5, 2009, we entered into a severance and general release agreement with James A. Burk, under which we agreed with Mr. Burk that he will step down as Chief Financial Officer of Youbet, effective as of March 31, 2009. The severance and general release agreement, in pertinent part, modifies the severance payable to Mr. Burk under his employment agreement with us and provides that Mr. Burk will be paid a lump sum severance payment of $180,000, which payment is in lieu of severance payments contemplated under his employment agreement, and a lump sum bonus of $120,000. The severance and general release agreement also contains a release of claims on behalf of Mr. Burk.

Employee Benefit Plan — The Company sponsors two defined contribution 401(k) plans. The plans provide for voluntary contributions by eligible employees and matching contributions by the Company depending on the respective plan. Matching contributions made by the Company included in general and administrative expenses were $0.5 million, $0.5 million and $0.4 million for 2008, 2007 and 2006, respectively, excluding nominal administrative costs assumed by the Company.

Note 12: CONTINGENCIES

~~The~~Litigation ~~Company~~Related ~~is a party~~ to ~~proceedings~~Pending ~~that~~Merger ~~are~~with ~~ordinary~~Churchill ~~and~~Downs ~~incidental to the Company’s business.~~Incorporated ~~Management is unable to estimate any minimum losses from any of these legal proceedings. Accordingly, no losses have been accrued.~~

~~The~~On ~~United~~November 17, ~~States~~2009, isa ~~currently~~putative ~~experiencing~~class aaction ~~recession~~lawsuit, ~~accompanied~~Wayne byWitkowski v. Youbet.com, ~~among~~Inc., ~~other~~et ~~things~~al., was ~~reduced~~filed in the Superior Court of Los Angeles, California against the Company, various of the ~~credit~~Company’s ~~availability~~directors, ~~and~~Churchill ~~highly~~Downs, ~~curtailed~~Tomahawk ~~gaming~~Merger Corp. and ~~other~~Tomahawk ~~recreational~~Merger ~~activities~~LLC. ~~The~~Subsequently, five ~~effects~~additional ~~and duration~~lawsuits were also filed in the Los Angeles Superior Court, two of ~~these~~which ~~developments~~name the Company and ~~related~~its ~~risks~~directors as defendants and ~~uncertainties~~three of which also name Churchill Downs as a defendant. All six lawsuits (the “Los Angeles Litigation”), are putative class actions brought on behalf of the Company’s ~~future~~stockholders. Plaintiffs in the Los Angeles Litigation have since moved to ~~operations~~consolidate ~~and~~the ~~cash~~Los ~~flows~~Angeles ~~cannot~~Litigation, beto ~~estimated~~file ata ~~this~~single ~~time~~consolidated ~~buy~~complaint ~~may~~and ~~likely~~to beappoint ~~significant~~lead counsel. That motion was granted on January 22, 2010.

The ~~Company~~complaints ~~often~~in ~~carries~~the ~~cash~~Los onAngeles ~~deposit~~Litigation ~~with~~all ~~financial~~allege ~~institutions~~that ~~substantially~~the inCompany’s ~~excess~~directors ofhave breached ~~federally-insured~~their ~~limits~~fiduciary duties, including alleged duties of loyalty, due care and candor, in connection with the ~~risk~~proposed Merger. In that regard, the various complaints include, among other things, allegations that the proposed Merger is the result of ~~losses~~an ~~related~~inadequate sales process which has not been designed to ~~such~~maximize ~~concentrations~~stockholder ~~may~~value; that the consideration to be ~~increasing~~received by the Company’s asshareholders ais ~~result~~unfair ofand ~~recent~~inadequate; ~~economic~~that ~~developments.~~the ~~The~~Merger ~~extent~~Agreement includes inappropriate “no solicitation,” “matching rights,” no standstill waiver, and termination fee provisions; that the combined effect of athese ~~future~~provisions, ~~loss~~together aswith athe ~~result~~waiver of ~~uninsured~~the Company’s stockholder rights ~~deposits~~agreement that the Company signed in connection with the ~~event~~Merger Agreement with respect to Churchill Downs and the entry into voting agreements by defendants and certain others pursuant to which they have agreed to vote in favor of the Merger, is to “lock up” the proposed Merger, foreclose potential alternative bidders and illegally restrain the Company’s ability to solicit or engage in negotiations with a ~~future~~third ~~failure~~party; that various defendants acted for their own benefit in approving the proposed Merger, including for the purpose of obtaining positions or pursuing opportunities at Churchill Downs; and that material information has not been provided in connection with the proposed Merger and was not provided at the time that the Company submitted its stockholder rights agreement to a ~~bank~~stockholder vote. Those lawsuits which name Churchill Downs or ~~other~~its ~~financial~~affiliates ~~institutions~~as defendants also allege that Churchill Downs has aided and abetted the alleged breaches of fiduciary duty by the Company’s directors. The Company is also alleged to have aided and abetted the alleged breaches of fiduciary duty by the Company’s directors. Among the relief sought by the complaints is an enjoining of the proposed Merger, or unspecified damages if ~~any,~~the transaction is ~~not~~consummated, ~~subject~~together towith ~~estimation~~payment atof ~~this~~attorneys’ ~~time~~fees and costs.

F-17

On December 23, 2009, a putative class action lawsuit, Raymond Balch v. Youbet.com, Inc., et al., was filed in the Delaware Court of Chancery against the Company, various of the Company’s directors, Churchill Downs, Tomahawk Merger Corp. and Tomahawk Merger LLC. The initial Balch complaint contained allegations similar to those made in the Los Angeles Litigation, including a claim that Churchill Downs aided and abetted alleged breaches of fiduciary duty by the Company’s directors. On January 8, 2010, an amended complaint was filed in Balch, adding a claim against the Company’s directors for an alleged breach of the fiduciary duty of disclosure, and adding allegations that the draft Registration Statement on Form S-4 filed by Churchill Downs with the SEC in connection with the proposed Merger omits material information and is materially misleading in various respects. Among the relief sought by the Balch amended complaint is an enjoining of the proposed Merger, or unspecified damages if the transaction is consummated, together with payment of attorneys’ fees and costs.

On March 2, 2010, Youbet, Youbet’s directors, Churchill Downs, Merger Corp, and Merger LLC entered into a memorandum of understanding with the plaintiffs in the Los Angeles litigation and the plaintiffs in the Balch litigation reflecting an agreement in principle to settle the cases based on defendants’ agreement to include additional disclosures relating to the proposed Merger in Youbet’s proxy statement/prospectus relating to the Merger that was mailed to Youbet stockholders on March 4, 2010. Youbet, Youbet’s directors, Churchill Downs, Merger Corp, and Merger LLC each deny that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts alleged in the complaints, and expressly maintain that they diligently and scrupulously complied with any and all of their legal duties. Although Youbet, Youbet’s directors, Churchill Downs, Merger Corp, and Merger LLC believe the lawsuits are without merit, they entered into the memorandum of understanding to eliminate the burden and expense of further litigation. The memorandum of understanding provides that the settlement is subject to customary conditions including the completion of appropriate settlement documentation, completion of confirmatory discovery, court approval of the settlement, dismissal of the Los Angeles litigation with prejudice, dismissal of the Balch litigation with prejudice, and the consummation of the proposed Merger by the Outside Date (as such term is defined in the Merger Agreement). Additionally, plaintiffs’ counsel is entitled to void the memorandum of understanding if they determine in good faith that, based upon facts learned subsequent to the execution of the memorandum of understanding, the proposed settlement is not fair, reasonable and adequate.

If the settlement is consummated, the Los Angeles litigation and the Balch litigation will each be dismissed with prejudice and the defendants and other released persons will receive from or on behalf of all of Youbet’s non-affiliated public stockholders who held Youbet common stock at any time from November 10, 2009 through the date of the consummation of the Merger a release of all claims relating to the proposed Merger, the Merger Agreement and the transactions contemplated therein, disclosures made relating to the proposed Merger, and any compensation or other payments made to the defendants in connection with the proposed Merger; except that the settlement will not include a release of claims by current and former Youbet stockholders to exercise their appraisal rights under Delaware law. Likewise, the plaintiffs will receive a release from the defendants, on the same or substantially equivalent terms as the release to be provided to the defendants. Members of the purported plaintiff class will be sent notice of the proposed settlement, and a hearing date before the Superior Court of California, County of Los Angeles, California will be scheduled regarding, among other things, approval of the proposed settlement and any application by plaintiffs’ counsel for an award of attorneys’ fees and expenses.

Management does not believe that the results of the litigation related to the pending merger will have a material adverse effect on the financial statements of the Company.

Other matters. The Company is also a party to proceedings that are ordinary and incidental to the Company’s business. Management is unable to estimate any minimum losses from any of these legal proceedings. Accordingly, no losses have been accrued.

The United States is currently experiencing a severe and widespread recession accompanied by, among other things, reduced credit availability and highly curtailed gaming and other recreational activities. The effects and duration of these developments and related risks and uncertainties on the Company’s future operations and cash flows cannot be estimated at this time buy may likely be significant.

The Company often carries cash on deposit with financial institutions substantially in excess of federally-insured limits, and the risk of losses related to such concentrations may be increasing as a result of recent economic developments. The extent of a future loss as a result of uninsured deposits in the event of a future failure of a bank or other financial institutions, if any, is not subject to estimation at this time.

F-18

Note 13: STOCKHOLDERS’ EQUITY

In June 2005, the Company’s stockholders approved the Youbet.com, Inc. Equity Incentive Plan (the Equity Incentive Plan), which constitutes an amendment, restatement and continuation of the Company’s 1998 Stock Option Plan. As of December 31, ~~2008~~2009, there were outstanding options for 56,~~559~~794,~~173~~594 shares of common stock issued under the Equity Incentive Plan, out of a total approved pool of 13,750,000 shares.

During 2009, the Company granted various stock options to officers, other employees and directors, under the Equity Incentive Plan as follows:

Stock options were granted to the then executive officers of the Company to purchase a total of 1,530,000 shares of common stock at exercise prices ranging from $1.26 to $2.23, the fair market values at the dates of grant. These options vest ratably over four years and are exercisable for ten years.

Stock options were granted to other employees of the Company to purchase a total of 390,000 shares of common stock at exercise prices ranging from $0.95 to $1.26, the fair market values at the dates of grant. These options vest ratably over four years and are exercisable for ten years.

Stock options were granted to directors of the Company to purchase a total of 290,000 shares of common stock at an exercise prices ranging from $1.26 to $2.81, the fair market value at the date of grant. These options vest ratably over twelve months and are exercisable for ten years.

During 2008, the Company granted various stock options to officers, other employees and directors, under the Equity Incentive Plan as follows:

Stock options were granted to the then executive officers of the Company to purchase a total of 950,000 shares of common stock at exercise prices ranging from $1.10 to $1.95, the fair market values at the dates of grant. These options vest ratably over four years and are exercisable for ten years.

Stock options were granted to other employees of the Company to purchase a total of 710,500 shares of common stock at exercise prices ranging from $1.13 to $1.95, the fair market values at the dates of grant. These options vest ratably over four years and are exercisable for ten years.

Stock options were granted to directors of the Company to purchase a total of 685,448 shares of common stock at an exercise prices ranging from $1.22 to $1.44, the fair market value at the date of grant. These options vest ratably over twelve months and are exercisable for ten years.

During 2007, the Company granted various stock options to officers, other employees and directors, under the Equity Incentive Plan as follows:

Stock options were granted to the then executive officers of the Company to purchase a total of 180,000 shares of common stock at exercise prices ranging from $2.35 to $2.72, the fair market values at the dates of grant. These options vest ratably over four years and are exercisable for ten years.

Stock options were granted to other employees of the Company to purchase a total of 360,000 shares of common stock at exercise prices ranging from $2.72 to $3.69, the fair market values at the dates of grant. These options vest ratably over four years and are exercisable for ten years.

Stock options were granted to directors of the Company to purchase a total of 185,500 shares of common stock at an exercise price of $2.72, the fair market value at the date of grant. These options vest ratably over twelve months and are exercisable for ten years.

F-18

During 2006, the Company granted various stock options to officers, other employees and directors, under the Equity Incentive Plan as follows:

1) Stock options were granted to the then executive officers of the Company to purchase a total of 225,000 shares of common stock at an exercise price of $3.67, the fair market value at the date of grant. These options vest ratably over four years and are exercisable for ten years.

2) Stock options were granted to other employees of the Company to purchase a total of 678,814 shares of common stock at exercise prices ranging from $3.33 to $5.08, the fair market values at the dates of grant. These options vest ratably over four years and are exercisable for ten years.

3) Stock options were granted to directors of the Company to purchase a total of 90,000 shares of common stock at exercise prices ranging from $3.69 to $5.08, the fair market values at the dates of grant. These options vest ratably over twelve months and are exercisable for ten years.

Under all plans, the stock option price per share for options granted is generally based on the market price of the Company’s common stock on the date of grant and no option can be exercised later than ten years from the date it was granted. The stock options generally vest over four years.

At December 31, ~~2008~~2009, there were options outstanding to acquire 56,~~559~~794,~~173~~594 shares at an average exercise price of $1.9972 per share. The estimated fair value of all awards granted during the year ended December 31, ~~2008~~2009 was $12.79 million.

The following table summarizes the status of these plans as of December 31, 2008:

	Equity Incentive Plan
Options available per the equity incentive plan		13,750,000
Stock options outstanding		5,559,173
Options available for grant		2,811,588
Transactions involving stock options are summarized as follows:

	Number of			Weighted Average
	Shares			Exercise Price
Balance at January 1, 2006		4,394,372		$	2.30
Granted		993,717			3.95
Exercised		(259,819	)		1.00
Cancelled		(222,611	)		4.43
Balance at December 31, 2006		4,905,659		$	2.61
Granted		725,500			2.86
Exercised		(444,359	)		0.79
Cancelled		(469,389	)		3.81
Balance at December 31, 2007		4,717,411		$	2.70
Granted		2,345,948			1.43
Exercised		0			0.00
Cancelled		(1,504,186	)		3.34
Balance at December 31, 2008		5,559,173		$	1.99

As of December 31, 2008, the total compensation costs related to non-vested awards yet to be expensed was approximately $2.2 million to be amortized over the next four years.

F-19

The ~~weighted~~following ~~average~~table ~~exercise~~summarizes ~~prices for options granted and exercisable and~~ the ~~weighted~~status ~~average remaining~~of ~~contractual~~these ~~life~~plans ~~for options outstanding~~ as of December 31, ~~2007 and 2008 were as follows~~2009:

					Weighted
	Equity Incentive Plan
			Weighted		Average
Options available per the equity incentive plan		13,750,000
	Number of		Average		Remaining
Stock options outstanding		6,794,594
	Shares		Exercise Price		Contractual Life		Intrinsic Value
Options available for grant		1,309,599
As of December 31, 2007
Transactions involving stock options are summarized as follows:
Employees — Outstanding		4,717,411	$	2.70		6.03	$	12,737,009
Employees — Expected to Vest		1,308,616		3.55		8.87		4,645,587
Employees — Exercisable		3,408,795		2.37		4.95		8,078,844
As of December 31, 2008
Employees — Outstanding		5,559,173	$	1.99		7.19	$	11,062,754
Employees — Expected to Vest		1,512,054		2.15		9.15		3,250,916
Employees — Exercisable		4,047,119		1.93		6.45		7,810,940

Additional information with respect to outstanding options as of December 31, 2008 is a follows:


	Number of			Weighted Average
	Shares			Exercise Price
Balance at January 1, 2007		4,905,659		$	2.61
Granted		725,500			2.86
Exercised		(444,359	)		0.79
Cancelled		(469,389	)		3.81

Balance at December 31, 2007		4,717,411		$	2.70
Granted		2,345,948			1.43
Exercised		0			0.00
Cancelled		(1,504,186	)		3.34

Balance at December 31, 2008		5,559,173		$	1.99
Granted		2,210,000			1.33
Exercised		(270,865	)		0.79
Cancelled		(703,714	)		2.95

Balance at December 31, 2009		6,794,594		$	1.72

Options Outstanding							Options Exercisable
			Weighted
Options	Number		Average		Weighted				Weighted
Exercise	of		Remaining		Average		Number of		Average
Price Range	Shares		Contractual Life		Exercise Price		Shares		Exercise Price
$0.49-$0.99		870,000		3.42	$	0.53		870,000	$	0.53
$1.00-$1.99		2,325,948		9.67		1.43		1,285,448		1.28
$2.00-$4.99		2,280,575		6.12		2.99		1,821,033		2.99
$5.00-$6.19		82,650		6.36		5.32		70,638		5.32

As of December 31, 2009, the total compensation costs related to non-vested awards yet to be expensed was approximately $3.4 million to be amortized over the next four years.

The ~~Company~~weighted ~~has~~average ~~elected~~exercise toprices ~~adopt the detailed method provided in SFAS No. 123R~~ for ~~calculating~~options ~~the beginning~~granted ~~balance~~and ofexercisable ~~the additional paid-in capital pool (APIC pool) related to the tax effects of employee stock-based compensation,~~ and ~~to determine~~ the ~~subsequent~~weighted ~~impact on the APIC pool and~~average ~~Consolidated~~remaining ~~Statements~~contractual oflife ~~Cash~~for ~~Flows~~options ofoutstanding ~~the~~as ~~tax effects~~ of ~~employee~~December 31, ~~stock-based~~2008 ~~compensation awards~~and ~~that~~2009 ~~are~~were ~~outstanding upon adoption of SFAS No. 123R.~~as follows:

Note 14: DISCONTINUED OPERATIONS


					Weighted
			Weighted		Average
	Number of		Average		Remaining
	Shares		Exercise Price		Contractual Life		Intrinsic Value
As of December 31, 2008
Employees — Outstanding		5,559,173	$	1.99		7.19	$	11,061,856
Employees — Expected to Vest		1,512,054		2.15		9.15		3,250,916
Employees — Exercisable		4,047,119		1.93		6.45		7,810,940

As of December 31, 2009
Employees — Outstanding		6,794,594	$	1.72		6.61	$	11,709,312
Employees — Expected to Vest		2,969,575		1.47		8.95		4,365,275
Employees — Exercisable		3,825,019		1.92		4.79		7,344,036

Effective December 31, 2007, the Company sold Bruen back to the original owner. The results of Bruen Productions have been treated as discontinued operations in these financial statements and are as follows:

	2007			2006
	(in thousands)
Revenues	$	772		$	282
Cost of revenues		408			72
Gross profit		364			210
Operating expenses		1,288			183
Net income (loss)	$	(924	)	$	27
Impact on the Company’s income (loss) per share:
- Basic	$	(0.02	)	$	0.00
- Diluted	$	(0.02	)	$	0.00

F-20

~~Effective~~Additional ~~February 15,~~information ~~2008,~~with ~~the~~respect ~~Company~~to ~~ceased~~outstanding ~~operations~~options ~~at IRG in an orderly and businesslike fashion and, accordingly, has accounted for such operations retroactively~~ as ~~discontinued. The following results~~ of ~~IRG~~December 31, ~~also~~2009 ~~have~~is ~~been~~a ~~treated as discontinued operations in these financial statements and are as~~ follows:

	2008			2007			2006
Options Outstanding									Options Exercisable
	(in thousands)
				Weighted
Revenues	$	46		$	16,347		$	21,807
Options	Number			Average			Weighted				Weighted
Cost of revenues		84			12,125			16,123
Exercise	of			Remaining			Average		Number of		Average
Gross profit (loss)		(38	)		4,222			5,684
Price Range	Shares			Contractual Life			Exercise Price		Shares		Exercise Price
Operating expenses (recovery)		(1,410	)		17,529			3,441
$0.49-$0.99		669,135			2.74		$	0.56		644,135	$	0.54
Net income (loss)	$	1,372		$	(13,307	)	$	2,243
$1.00-$1.99		4,153,384			7.84			1.32		1,443,009		1.31
Impact on the Company’s income (loss) per share:
$2.00-$2.99		1,296,000			4.93			2.36		1,178,500		2.33
- Basic	$	0.03		$	(0.32	)	$	0.06
$3.00-$3.99		374,400			6.49			3.63		258,925		3.59
- Diluted	$	0.03		$	(0.32	)	$	0.06
$4.00-$4.99		179,775			5.83			4.43		178,650		4.43
$5.00-$6.19		121,900			5.38			5.15		121,800		5.15

Under the Merger Agreement described in Note ~~15:~~1, ~~SEGMENT~~the ~~REPORTING~~Company has agreed not to grant any new stock options or other stock-based awards while the Merger is pending.

~~The~~Effective ~~reporting~~December 31, ~~segments~~2007, ~~follow~~ the ~~same accounting policies used for the~~ Company’s ~~consolidated financial~~sold ~~statements~~Bruen ~~and~~back ~~are~~to ~~described in~~ the ~~summary~~original ~~of significant accounting policies~~owner. ~~Company management~~The ~~evaluates a segment’s performance based upon its individual financial~~ results of ~~operations.~~Bruen ~~Sales~~Productions tooperations ~~customers~~have ~~located~~been ~~outside~~treated ~~the~~as ~~United~~discontinued ~~States~~operations ~~primarily~~in ~~relate~~these ~~to totalizator~~financial ~~services~~statements and are ~~immaterial.~~as ~~Stated in thousands.~~follows:


	2007
	(in thousands)
Revenues	$	772
Cost of revenues		408

Gross profit		364
Operating expenses		1,288

Net Income (loss)	$	(924	)


Impact on the Company’s income (loss) per share:
- Basic	$	(0.02	)

- Diluted	$	(0.02	)

Effective February 15, 2008, the Company ceased operations at IRG in an orderly and businesslike fashion and, accordingly, has accounted for such operations retroactively as discontinued. The following results of IRG also have been retroactively treated as discontinued operations in these financial statements and are as follows:


	2009			2008			2007
	(in thousands)
Revenues	$	0		$	46		$	16,347
Cost of revenues					84			12,125

Gross profit (loss)		0			(38	)		4,222
Operating expenses (recovery)		18			(1,410	)		17,529

Net income (loss)	$	(18	)	$	1,372		$	(13,307	)


Impact on the Company’s income (loss) per share:
- Basic	$	(0.00	)	$	0.03		$	(0.32	)

- Diluted	$	(0.00	)	$	0.03		$	(0.32	)

F-21

Revenue	2008			2007			2006
ADW segment	$	85,831		$	97,652		$	91,746
Totalizator segment		24,443			26,093			23,885
Intercompany eliminations		(1,246	)		(1,251	)		(1,037	)
	$	109,028		$	122,494		$	114,594

Note 15: SEGMENT REPORTING

Revenue by Geographic Area	2008		2007		2006
United States	$	106,846	$	120,225	$	112,503
International		2,182		2,269		2,091
	$	109,028	$	122,494	$	114,594

The Company operates as two reportable segments. The Company’s advance deposit wagering (ADW) segment consists of the operations of Youbet Express and Youbet Services Corporation and its totalizator services segment consists of the operations of United Tote (Note 16). Each segment operates independently, under separate management and provides distinctly separate services. The ADW segment provides internet wagering services and caters to the general public, whereas the totalizator segment provides totalizator equipment and services to racetracks, as well as off-track betting facilities and ADWs, including the company’s ADW segment. Both segments are impacted by the amount of wagering handle processed, however, the ADW segment is more immune to track closures due to inclement weather, etc. as players may shift their wagering activities to other tracks. The revenue and expenses attributable to the services provided by the company’s totalizator segment to the company’s ADW segment are eliminated in the Company’s consolidated financial statements. Bruen and IRG were previously reported as part of the ADW segment, but are now reported retroactively as discontinued operations (Note 14); therefore, the amounts reported below for the ADW segment have been adjusted to exclude Bruen and IRG.

Reconciliation of income (loss) before income tax	2008			2007			2006
Income (loss) from operations before other income (expense) and income tax
- ADW	$	8,812		$	1,589		$	(3,518	)
- Totalizator		(13,140	)		(11,961	)		659
		(4,328	)		(10,372	)		(2,859	)
Interest income		233			642			536
Interest expense		(1,244	)		(1,796	)		(1,955	)
Other		174			153			711
Loss before income tax from continuing operations		(5,165	)		(11,373	)		(3,567	)
Income (loss) before income tax from discontinued operations		1,372			(14,231	)		2,270
Loss before income tax	$	(3,793	)	$	(25,604	)	$	(1,297	)

The reporting segments follow the same accounting policies used for the Company’s consolidated financial statements and are described in the summary of significant accounting policies. Company management evaluates a segment’s performance based upon its individual financial results of operations. Sales to customers located outside the United States primarily relate to totalizator services and are immaterial. Stated in thousands.

Capital Spending (including capital leases)	2008		2007		2006
ADW segment	$	1,667	$	287	$	2,235
Totalizator segment		527		2,217		4,431
	$	2,194	$	2,504	$	6,666

Depreciation and Amortization	2008		2007		2006
ADW segment	$	1,722	$	2,464	$	1,662
Totalizator segment		6,352		6,653		4,296
	$	8,074	$	9,117	$	5,958

Total Assets	2008		2007		2006
ADW segment	$	25,431	$	23,617	$	50,280
Totalizator segment		23,449		41,433		55,325
	$	48,880	$	65,050	$	105,605

F-22

Note 16: IMPAIRMENT OF INTANGIBLES AND GOODWILL


Revenue	2009			2008			2007
ADW segment	$	90,727		$	85,831		$	97,652
Totalizator segment		21,737			24,443			26,093
Intercompany eliminations		(1,084	)		(1,246	)		(1,251	)

	$	111,380		$	109,028		$	122,494

Intangibles and goodwill are reviewed for impairment annually during the third quarter or when circumstances exist which indicate a possible impairment has occurred. The fair value of the reporting unit associated with the intangibles and goodwill is typically estimated using the expected present value of expected future cash flows. If the present value of expected future cash flows is are less than the carrying value of an asset, an impairment charge is taken to reduce the value on the Company’s balance sheet to fair value. The following table shows the Company’s intangible assets and goodwill activity for the period ended December 31, 2008 and 2007.


Revenue by Geographic Area	2009		2008		2007
United States	$	109,339	$	106,846	$	120,225
International		2,041		2,182		2,269

	$	111,380	$	109,028	$	122,494

	Intangibles						Goodwill
Reconciliation of Income (loss) before Income Tax	2009			2008			2007
	Advance						Advance
Income (loss) from operations before other income (expense) and income tax
	deposit						deposit
- ADW	$	7,570		$	8,812		$	1,589
	wagering			Totalizator			wagering			Totalizator
- Totalizator		(3,623	)		(13,140	)		(11,961	)
	segment			segment			segment			segment
		3,947			(4,328	)		(10,372	)
	(in thousands)
Interest income		44			233			642
Balance as of January 1, 2007	$	6,123		$	7,246		$	384		$	14,859
Interest expense		(780	)		(1,244	)		(1,796	)
Additions		5,998
Other		487			174			153
Amortization		(1,198	)		(741	)
Loss before income tax from continuing operations		3,698			(5,165	)		(11,373	)
Impairment losses		(10,923	)					(384	)		(8,000	)
Income (loss) before income tax from discontinued operations		(18	)		1,372			(14,231	)
Balance as of December 31, 2007		0			6,505			0			6,859
Loss before income tax	$	3,680		$	(3,793	)	$	(25,604	)
Additions
Amortization					(742	)
Impairment losses					(1,175	)					(6,859	)
Balance as of December 31, 2008	$	—		$	4,588		$	—		$	—

In connection with our evaluation of strategic alternatives for United Tote, the Company re-evaluated the goodwill related to United Tote as of December 31, 2007. The Company determined that the carrying value of the net assets of United Tote, including goodwill, exceeded its estimated fair value and concluded goodwill was impaired as of December 31, 2007 by $8.0 million. As the Company is continuing its evaluation of strategic alternatives for United Tote, including a possible sale, combined with the decline in live track wagering and the deterioration in the economic environment, the Company again re-evaluated the carrying value of United Tote as of December 31, 2008 using valuations by interested third parties and discounted cash flow analyses (referred to Level 3 inputs) and concluded that the carrying value of net assets of United Tote exceeded the estimated fair value as of December 31, 2008 by $11.2 million. The Company eliminated the remaining $6.9 million of goodwill and reduced the carrying value of computer equipment and intangible assets by $3.1 million and $1.2 million respectively.


Capital Spending (including capital leases)	2009		2008		2007
ADW segment	$	2,615	$	1,667	$	287
Totalizator segment		665		527		2,217

	$	3,280	$	2,194	$	2,504


Depreciation and Amortization	2009		2008		2007
ADW segment	$	2,302	$	1,722	$	2,464
Totalizator segment		4,915		6,352		6,653

	$	7,217	$	8,074	$	9,117


Total Assets	2009		2008
ADW segment	$	34,253	$	25,431
Totalizator segment		17,391		23,449

	$	51,644	$	48,880

F-23

~~IRG~~Note ~~had~~16: ~~$7.0 million~~IMPAIRMENT inOF ~~intangible~~INTANGIBLES ~~assets~~AND ~~and had a single player that accounted for over 50% of~~GOODWILL IRG’s wagering handle during the first nine months of 2007 and the federal government seized $1.5 million from IRG’s three bank accounts. Additionally, IRG had lost or been denied content. After adjusting assumptions for current facts and circumstances, management determined that an impairment of IRG intangible assets was not required in the third quarter.


	Intangibles						Goodwill
	Advance						Advance
	deposit						deposit
	wagering			Totalizator			wagering			Totalizator
	segment			segment			segment			segment
				(in thousands)
Balance as of January 1, 2007	$	6,123		$	7,246		$	384		$	14,859
Additions		5,998
Amortization		(1,198	)		(741	)
Impairment losses		(10,923	)					(384	)		(8,000	)

Balance as of December 31, 2007	$	0		$	6,505		$	0		$	6,859
Amortization					(742	)
Impairment losses					(1,175	)					(6,859	)

Balance as of December 31, 2008	$	0		$	4,588		$	0		$	0
Amortization					(640	)

Balance as of December 31, 2009	$	0		$	3,948		$	0		$	0

In connection with our evaluation of strategic alternatives for United Tote, the Company re-evaluated the goodwill related to United Tote as of December 31, 2007. The Company determined that the carrying value of the net assets of United Tote, including goodwill, exceeded its estimated fair value (based on level 3 inputs, as defined in ASC Topic 820) and concluded goodwill was impaired as of December 31, 2007 by $8.0 million. As the Company is continuing its evaluation of strategic alternatives for United Tote, including a possible sale, combined with the decline in live track wagering and the deterioration in the economic environment, the Company again re-evaluated the carrying value of United Tote as of December 31, 2008 using valuations by interested third parties and discounted cash flow analyses (referred to level 3 inputs) and concluded that the carrying value of net assets of United Tote exceeded the estimated fair value as of December 31, 2008 by $11.2 million. The Company eliminated the remaining $6.9 million of goodwill and reduced the carrying value of computer equipment and intangible assets by $3.1 million and $1.2 million respectively.

IRG had $7.0 million in intangible assets and had a single player that accounted for over 50% of IRG’s wagering handle during the first nine months of 2007 and the federal government seized $1.5 million from IRG’s three bank accounts. Additionally, IRG had lost or been denied content. After adjusting assumptions for current facts and circumstances, management determined that an impairment of IRG intangible assets was not required in the third quarter of 2007.

The Company continued to monitor the results of IRG and attempted to forecast future results. Due to the loss of content and the reduced player base, wagering handle was not expected to recover.

In view of these facts, the Company performed a follow-up impairment test as of December 31, 2007 to ascertain the need for an impairment adjustment of the intangibles associated with IRG. The intangibles reviewed include those relating to acquired customer lists and a non-compete agreement. These intangibles have increased in amount since the acquisition of IRG due to the annual earn-outs paid to the prior owners due the achievement of certain performance criteria as indicated in the purchase agreement and total approximately $6.7 million (net of amortization). AsThrough of December 31, 2007, an additional $4.4 million was earned and was due to be paid as of August 31, 2008. Based on these events, the cash flow forecast for IRG was revised downward resulting in an impairment of the intangibles associated with IRG in the fourth quarter of 2007.

During the fourth quarter of 2008, the Company settled with the former owners of IRG, agreeing to pay $2,252,000 in cash in settlement of all existing disputes and claims, including all claims under the stock purchase agreement and the management agreement. Under the settlement agreement, the former owners relinquished their rights to 55,554 shares of Youbet’s common stock acquired by them in connection with their sale of the IRG business pursuant to the stock purchase agreement. As a result of this settlement, the Company reduced the amortization and depreciation of IRG by $2.2 million, representing the difference between the accrued earn-out payment and the amount of the settlement.

F-24

SCHEDULE II ~~YOUBET.COM, INC. VALUATION AND QUALIFYING ACCOUNTS~~

	Balance at		Charged to
	beginning of		cost and		Charged to						Balance at end
Description	period		expenses		other accounts			Deductions			of period
	(in thousands)
Fiscal 2008
Allowance for doubtful accounts receivable	$	3,406		707					(3,572	)	$	541
Allowance for doubtful notes receivable	$	0									$	0
Deferred tax asset valuation allowance	$	19,794		5,217							$	25,011
Fiscal 2007
Allowance for doubtful accounts receivable	$	1,813		3,002		(7	)		(1,402	)	$	3,406
Allowance for doubtful notes receivable	$	76				(76	)				$	0
Deferred tax asset valuation allowance	$	16,629		3,165							$	19,794
Fiscal 2006
Allowance for doubtful accounts receivable	$	346		173		1,294					$	1,813
Allowance for doubtful notes receivable	$					76					$	76
Deferred tax asset valuation allowance	$	16,629									$	16,629

YOUBET.COM, INC.

VALUATION AND QUALIFYING ACCOUNTS


	Balance at		Charged to		Charged to
	beginning of		cost and		other						Balance at end of
Description	period		expenses		accounts			Deductions			period
	(in thousands)

Fiscal 2009
Allowance for doubtful accounts receivable	$	541		508					(471	)	$	578
Allowance for doubtful notes receivable	$	0									$	0
Deferred tax asset valuation allowance	$	25,011							(11,049	)	$	13,962

Fiscal 2008
Allowance for doubtful accounts receivable	$	3,406		707					(3,572	)	$	541
Allowance for doubtful notes receivable	$	0									$	0
Deferred tax asset valuation allowance	$	19,794		5,217							$	25,011

Fiscal 2007
Allowance for doubtful accounts receivable	$	1,813		3,002		(7	)		(1,402	)	$	3,406
Allowance for doubtful notes receivable	$	76				(76	)				$	0
Deferred tax asset valuation allowance	$	16,629		3,165							$	19,794

F-25

EXHIBIT INDEX

Exhibit Number		Description
	10.9	Assignment and Assumption of Lease, dated as of December 15, 2008, by and between Youbet.com, Inc. and Youbet Services Corporation
	10.15	Severance and General Release Agreement, by and between Youbet.com, Inc. and James A. Burk *
	10.16	Form of Indemnification Agreement
	21.1	List of subsidiaries.
	23.1	Consent of Piercy Bowler Taylor & Kern
	31.1	Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
	32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934

* Management contract or compensatory plan.

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Filing Compare · YOUBET COM INC