PENN NATIONAL GAMING : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

The following discussion and analysis of financial condition, results of
operations, liquidity and capital resources should be read in conjunction with,
and is qualified in its entirety by, the unaudited Condensed Consolidated
Financial Statements and the notes thereto included in this Quarterly Report on
Form 10-Q, and the Consolidated Financial Statements and notes thereto and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in our Annual Report on Form 10-K for the year ended
December 31, 2019.

                               EXECUTIVE OVERVIEW
Our Business
Penn National Gaming, Inc., together with its subsidiaries ("Penn National," the
"Company," "we," "our," or "us"), is a leading, diversified,
multi-jurisdictional owner and manager of gaming and racing properties, sports
betting operations, and video gaming terminal ("VGT") operations. We are
licensed to offer live sports betting at our properties in Indiana, Iowa,
Michigan, Mississippi, Nevada, Pennsylvania and West Virginia. In addition, we
operate an interactive gaming ("iGaming") division through our subsidiary, Penn
Interactive Ventures, LLC ("Penn Interactive"), which has launched an online
casino ("iCasino") in Pennsylvania through our HollywoodCasino.com gaming
platform and entered into multi-year agreements with leading sports betting
operators for online sports betting and iGaming market access across our
portfolio of properties. We also hold a 36% equity interest in Barstool Sports,
Inc. ("Barstool Sports"), a leading digital sports, entertainment and media
platform, and expect to launch our online sports betting app called Barstool
Sports in the third quarter of 2020. Our MYCHOICE® customer loyalty program
currently has over 20 million members and provides our members with various
benefits, including complimentary goods and/or services. We believe our
continued evolution into the best-in-class omni-channel provider of retail and
online gaming and sports betting entertainment will be a catalyst for our core
land-based business, while also providing a platform for significant long-term
shareholder value.
As of March 31, 2020, we owned, managed, or had ownership interests in 41
properties in 19 states. The majority of the real estate assets (i.e., land and
buildings) used in our operations are subject to triple net master leases; the
most significant of which are the Penn Master Lease and the Pinnacle Master
Lease (as such terms are defined in   "Liquidity and Capital Resources"   and
collectively referred to as the "Master Leases"), with Gaming and Leisure
Properties, Inc. (NASDAQ: GLPI) ("GLPI"), a real estate investment trust
("REIT").
Impact of COVID-19 Pandemic and Company Response
On March 11, 2020, the World Health Organization declared the novel coronavirus
(known as "COVID-19") outbreak to be a global pandemic. As a result, we began
temporary suspension of the operations of all of our 41 gaming properties
starting between March 13, 2020 and March 19, 2020 pursuant to various orders
from state gaming regulatory bodies or governmental authorities to combat the
rapid spread of COVID-19, all of which remained temporarily closed as of March
31, 2020 and the date of filing this Quarterly Report on Form 10-Q with the U.S.
Securities and Exchange Commission (the "SEC").
These developments have caused significant disruptions to our business and have
caused a material adverse impact on our financial condition, results of
operations and cash flows, the extent of which is primarily based on the
duration of the property closures as well as the timing and extent of any
recovery in visitation and consumer spending at our properties. We are currently
unable to determine whether, when or how the conditions surrounding the COVID-19
pandemic will change, including when any restrictions or closure requirements
will be lifted, when we will be able to reopen all of our gaming properties,
whether we will be able to successfully staff our properties, the manner in
which our properties will reopen, the impact that social distancing protocols
will have on our operations, and the degree to which our customers will
patronize our properties.

On March 13, 2020, in order to maintain maximum financial flexibility in light
of the COVID-19 pandemic, we borrowed the remaining available amount of $430.0
million under our Revolving Credit Facility (as defined in   "Liquidity and
Capital Resources"  ). On April 14, 2020, we entered into a second amendment to
our Amended Credit Agreement (as defined in   "Liquidity and Capital
Resources"  ), which, among other things, provides us with relief from our
financial covenants for a period of up to one year.
On March 27, 2020, we entered into a binding term sheet with GLPI (the "Term
Sheet") whereby GLPI agreed to (i) purchase the real estate assets associated
with our Tropicana Las Vegas ("Tropicana") property in exchange for rent credits
of $307.5 million, which closed on April 16, 2020, and (ii) purchase the land
underlying our Hollywood Casino Morgantown

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("Morgantown") development project in Morgantown, Pennsylvania, in exchange for
rent credits of $30.0 million, which we expect to close by August 31, 2020.
The Company has taken various actions to reduce its cost structure during the
property closures to help mitigate the operating and financial impact of the
COVID-19 pandemic, including: (i) reducing its rent payments through the
transactions with GLPI related to Tropicana and Morgantown described above; (ii)
furloughing approximately 26,000 employees and operating with a minimum,
mission-critical staffing of less than 850 employees company-wide during the
closures; (iii) enacting meaningful compensation reductions to its remaining
property and corporate leadership teams effective April 1, 2020 and until such
time as the Company determines that its properties have substantially returned
to normal operations; and (iv) executing substantial reductions in operating
expenses, capital expenditures, including temporarily suspending construction of
our two planned Category 4 development projects, and overall costs. In addition,
the Company's Board of Directors elected to forgo their cash compensation
effective April 1, 2020 and until such time as the Company determines that its
properties have substantially returned to normal operations.
We have been actively engaged in discussions with our regulators, local and
state governments, and public health authorities to prepare and develop
comprehensive protocols for resuming operations at each of our properties, which
are focused on protecting the health, safety and wellbeing of our employees and
customers.
We are currently planning to reopen all of our gaming properties in the second
quarter of 2020, if approved by our regulators, local and state governments,
and/or public health authorities. However, in the event that reopening approvals
are delayed to the end of the third quarter of 2020 or if cash flows generated
by our reopened properties are insufficient to cover our expenses, we may need
to take additional actions to preserve liquidity and remain in compliance with
our financial covenants. We calculate our current monthly fixed costs based on
continuing complete closure through the end of the year, which we refer to as
cash burn, to be an average of approximately $83 million. The actions described
above have significantly reduced this amount from what it would be if we
continued full operations.
On March 27, 2020, the President of the United States signed into law the
Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which
provides emergency economic assistance for American workers, families and
businesses affected by the COVID-19 pandemic. The economic relief package
includes government loan enhancement programs and various tax provisions to help
improve liquidity for American businesses. Based on our preliminary evaluation
of the CARES Act, we currently believe we qualify for certain employer
refundable payroll credits, deferral of applicable payroll taxes, net operating
loss carryback and immediate expensing for eligible qualified improvement
property. We intend to continue to review and consider any available potential
benefits under the CARES Act for which we qualify, including those described
above. We cannot precisely predict the manner in which such benefits or any of
the other benefits described herein will be allocated or administered, and we
cannot assure you that we will be able to receive such benefits in a timely
manner or at all.
The Penn National Gaming Foundation established a COVID-19 emergency relief fund
to assist our team members and local relief organizations affected by the
COVID-19 pandemic. More than $1.7 million has been raised through personal
donations from our Chief Executive Officer, senior management team, Board of
Directors and property general managers, in addition to contributions from the
Company and property employee assistance funds. We have also extended medical
benefits of furloughed employees through June 30, 2020.
The Company continues to evaluate the nature and extent of the impact of the
COVID-19 pandemic on its business. We are currently unable to determine the
length and severity of the crisis. The continuation of the outbreak may cause
prolonged periods of property closures; modified opening schedules; limits on
the number of customers in casinos; prohibitions of large gatherings, such as
concerts and conventions; changes in customer behavior; or a potential reduction
in consumer discretionary spending. The COVID-19 pandemic had a material adverse
impact on our business, financial condition, results of operations and cash
flows for the first quarter of 2020 and will have a material adverse impact on
the second quarter of 2020. Due to the developing situation, our business,
financial condition, results of operations and cash flows for the third quarter
2020 and full year 2020 could be impacted in ways we are not able to fully
predict today. Even if we are able to reopen all of our gaming properties, there
can be no assurance that our business, financial condition, results of
operations and cash flows will return to levels that existed prior to the
COVID-19 pandemic.
Recent Acquisitions, Development Projects and Other
In February 2020, we closed on our investment in Barstool Sports pursuant to a
stock purchase agreement with Barstool Sports and stockholders of Barstool
Sports, in which we purchased 36% (inclusive of 1% on a delayed basis) of the
common stock of Barstool Sports for a purchase price of $161.2 million.
Furthermore, three years after the closing of the transaction (or earlier at our
election), we will increase our ownership in Barstool Sports to approximately
50% by purchasing approximately $62 million worth of additional shares of
Barstool Sports common stock, consistent with the implied valuation at the time
of

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the initial investment, which was $450.0 million. With respect to the remaining
Barstool Sports shares, we have immediately exercisable call rights, and the
existing Barstool Sports stockholders have put rights exercisable beginning
three years after closing, all based on a fair market value calculation at the
time of exercise (subject to a cap of $650.0 million and a floor of 2.25 times
the annualized revenue of Barstool Sports, all subject to various adjustments).
We also have the option to bring in another partner who would acquire a portion
of our share of Barstool Sports. Upon closing, we became Barstool Sports'
exclusive gaming partner for up to 40 years and have the sole right to utilize
the Barstool Sports brand for all of our online and retail sports betting and
iCasino products.
In May 2019, we acquired Greektown Casino-Hotel ("Greektown") in Detroit,
Michigan, subject to a triple net lease with VICI Properties Inc. (NYSE: VICI)
("VICI" and collectively with GLPI, our "REIT Landlords") (the "Greektown
Lease") and in January 2019, we acquired Margaritaville Casino Resort
("Margaritaville") in Bossier City, Louisiana, subject to a triple net lease
with VICI (the "Margaritaville Lease"). In March 2020, in light of the COVID-19
pandemic, we temporarily suspended construction of our development of two
Category 4 satellite gaming casinos in Pennsylvania: Hollywood Casino York
("York") and Morgantown.
The Term Sheet discussed above also provides that the Company and GLPI will
enter into an option agreement whereby GLPI will grant the Company the exclusive
right until December 31, 2020 to purchase the operations of Hollywood Casino
Perryville for $31.1 million, with the closing of such purchase to occur on a
date selected by the Company during 2021. If the transaction is completed, we
would lease the real estate assets associated with Hollywood Casino Perryville
with initial rent of $7.8 million per year subject to escalation. The option
agreement will be executed at a later date.
Additionally, pursuant to the Term Sheet, we agreed that we would exercise the
next scheduled five-year renewal under the Penn Master Lease as well as the
Pinnacle Master Lease, and GLPI agreed they would grant us the option to
exercise an additional five-year renewal term at the end of the lease term on
the Penn Master Lease and the Pinnacle Master Lease, subject to certain
conditions. If each of these renewal options were exercised, the term of the
Penn Master Lease would extend to November 30, 2033 and the term of the Pinnacle
Master Lease would extend to April 30, 2031; and if all renewals options
contained within the Penn Master Lease and the Pinnacle Master Lease were
exercised, inclusive of the these renewal options, the term of the Penn Master
Lease would extend to November 30, 2053 and the term of the Pinnacle Master
Lease would extend to April 30, 2056.
Operating and Competitive Environment
Most of our properties operate in mature, competitive markets. While the full
impact of the COVID-19 pandemic on our business cannot be reasonably estimated
at this time, we continue to expect that the majority of our future growth will
come from new business lines or distribution channels, such as retail and online
gaming and sports betting; entrance into new jurisdictions; expansions of gaming
in existing jurisdictions; and, to a lesser extent, improvements/expansions of
our existing properties and strategic acquisitions of gaming properties. Our
portfolio is comprised largely of well-maintained regional gaming facilities,
which has allowed us to develop what we believe to be a solid base for future
growth opportunities. We have also made investments in joint ventures that we
believe will allow us to capitalize on additional gaming opportunities in
certain states if legislation or referenda are passed that permit and/or expand
gaming in these jurisdictions and we are selected as a licensee.
As reported by most jurisdictions, regional gaming industry trends have shown
little revenue growth the last several years as numerous jurisdictions now
permit gaming or have expanded their gaming offerings. In recent years, the
proliferation of new gaming properties has impacted the overall domestic gaming
industry as well as our results of operations in certain markets. Prior to the
COVID-19 pandemic, the economic environment, specifically historically low
levels of unemployment, strength in residential real estate prices, and high
levels of consumer confidence, had resulted in a stable operating environment in
recent years. The COVID-19 pandemic has significantly increased the level of
unemployment and decreased the level of consumer confidence. Our ability to
succeed in this new environment will be predicated on the nature, extent and
timing of reopening our gaming properties, operating our properties efficiently,
realizing revenue and cost synergies from recent acquisitions, and offering our
customers additional gaming experiences through our omni-channel distribution
strategy. We seek to continue to expand our customer database through accretive
acquisitions or investments, such as Barstool Sports, and capitalize on organic
growth opportunities from the development of new properties or the expansion of
recently-developed business lines.
The gaming industry is characterized by an increasingly high degree of
competition among a large number of participants, including riverboat casinos,
dockside casinos, land-based casinos, video lottery, iGaming, online and retail
sports betting, gaming at taverns, gaming at truck stop establishments,
sweepstakes and poker machines not located in casinos, the potential for
increased fantasy sports, Native American gaming, and other forms of gaming in
the U.S. More specifically, due to recent legislation to expand gaming in and
around Illinois, Indiana, Massachusetts and Pennsylvania, several of our
properties within

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our Northeast segment and some of our properties within our Midwest segment have
been and will continue to be negatively impacted by new or increased
competition.
Key Performance Indicators
In our business, revenue is driven by discretionary consumer spending. We have
no certain mechanism for determining why consumers choose to spend more or less
money at our properties from period-to-period; therefore, we are unable to
quantify a dollar amount for each factor that impacts our customers' spending
behaviors. However, based on our experience, we can generally offer some insight
into the factors that we believe are likely to account for such changes and
which factors may have a greater impact than others. For example, decreases in
discretionary consumer spending have historically been brought about by weakened
general economic conditions, such as lackluster recoveries from recessions, high
unemployment levels, higher income taxes, low levels of consumer confidence,
weakness in the housing market, and high fuel or other transportation costs. In
addition, visitation and the volume of play have historically been negatively
impacted by significant construction surrounding our properties, adverse
regional weather conditions and natural disasters. We believe that the COVID-19
pandemic will lead to significant decreases in discretionary consumer spending
and will continue to negatively impact visitation and the volume of play for the
foreseeable future, even after our gaming properties have reopened. In all
instances, such insights are based solely on our judgment and professional
experience and no assurance can be given as to the accuracy of our judgments.
The vast majority of our revenues is gaming revenue, which is highly dependent
upon the volume and spending levels of customers at our properties. Our gaming
revenue is derived primarily from slot machines (which represented approximately
92% of our gaming revenue in both 2019 and 2018) and, to a lesser extent, table
games and sports betting. Aside from gaming revenue, our revenues are derived
from our hotel, dining, retail, commissions, program sales, admissions,
concessions and certain other ancillary activities, and our racing operations.
Key performance indicators related to gaming revenue are slot handle and table
game drop, which are volume indicators, and "win" or "hold" percentage. Our
typical property slot win percentage is in the range of approximately 7% to 9%
of slot handle, and our typical table game hold percentage is in the range of
approximately 16% to 25% of table game drop.
Slot handle is the gross amount wagered during a given period. The win or hold
percentage is the net amount of gaming wins and losses, with liabilities
recognized for accruals related to the anticipated payout of progressive
jackpots. Given the stability in our slot hold percentages on a historical
basis, we have not experienced significant impacts to net income from changes in
these percentages. For table games, customers usually purchase chips at the
gaming tables. The cash and markers (extensions of credit granted to certain
credit worthy customers) are deposited in the gaming table's drop box. Table
game hold is the amount of drop that is retained and recorded as gaming revenue,
with liabilities recognized for funds deposited by customers before gaming play
occurs and for unredeemed gaming chips. As we are primarily focused on regional
gaming markets, our table game hold percentages are fairly stable as the
majority of these markets do not regularly experience high-end play, which can
lead to volatility in hold percentages. Therefore, changes in table game hold
percentages do not typically have a material impact to our results of operations
and cash flows.
Under normal operating conditions, our properties generate significant operating
cash flow since most of our revenue is cash-based from slot machines, table
games, and pari-mutuel wagering. Our business is capital intensive, and we rely
on cash flow from our properties to generate sufficient cash to satisfy our
obligations under the Triple Net Leases, repay debt, fund maintenance capital
expenditures, fund new capital projects at existing properties and provide
excess cash for future development and acquisitions. Additional information
regarding our capital projects is discussed in   "Liquidity and Capital
Resources"   below.
Reportable Segments
We view each of our gaming and racing properties as an operating segment with
the exception of our two properties in Jackpot, Nevada, which we view as one
operating segment. We consider our combined VGT operations, by state, to be
separate operating segments. We aggregate our operating segments into four
reportable segments: Northeast, South, West and Midwest. For a listing of our
gaming properties and VGT operations included in each reportable segment, see

Note 2, "Significant Accounting Policies," in the notes to our unaudited Condensed Consolidated Financial Statements.

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                             RESULTS OF OPERATIONS
The following table highlights our revenues, net income (loss), and Adjusted
EBITDA, on a consolidated basis, as well as our revenues and Adjusted EBITDAR by
reportable segment. Such segment reporting is on a basis consistent with how we
measure our business and allocate resources internally. We consider net income
(loss) to be the most directly comparable financial measure calculated in
accordance with generally accepted accounting principles in the United States
("GAAP") to Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial
measures. Refer to "Non-GAAP Financial Measures" below for the definitions of
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDAR, and Adjusted EBITDAR
margin; as well as a reconciliation of net income (loss) to Adjusted EBITDA and
Adjusted EBITDAR and related margins.
                                                                For the three months ended March 31,
(dollars in millions)                                                2020                    2019
Revenues:
Northeast segment                                            $          520.7         $          550.6
South segment                                                           223.3                    292.0
West segment                                                            126.6                    158.6
Midwest segment                                                         228.1                    271.2
Other (1)                                                                20.3                     10.2
Intersegment eliminations (2)                                            (2.9 )                      -
Total                                                        $        1,116.1         $        1,282.6

Net income (loss)                                            $         (608.6 )       $           41.0

Adjusted EBITDAR:
Northeast segment                                            $          124.5         $          164.8
South segment                                                            52.6                     97.8
West segment                                                             24.6                     49.9
Midwest segment                                                          69.5                     99.2
Other (1)                                                               (18.9 )                  (20.3 )
Total (3)                                                               252.3                    391.4
Rent expense associated with triple net operating leases (4)            (97.5 )                  (84.7 )
Adjusted EBITDA (5)                                          $          

154.8 $ 306.7

Net income (loss) margin                                                (54.5 )%                   3.2 %
Adjusted EBITDAR margin (6)                                              22.6  %                  30.5 %
Adjusted EBITDA margin (7)                                               13.9  %                  23.9 %

(1) The Other category consists of the Company's stand-alone racing

operations, namely Sanford-Orlando Kennel Club and the Company's joint

venture interests in Sam Houston Race Park, Valley Race Park, and Freehold

Raceway. The Other category also includes Penn Interactive, which operates

social gaming, our internally-branded retail sportsbooks, and iGaming; our

management contract for Retama Park Racetrack; and our live and televised

poker tournament series that operates under the trademark Heartland Poker

Tour ("HPT"). Expenses incurred for corporate and shared services

activities that are directly attributable to a property or are otherwise

incurred to support a property are allocated to each property. The Other

category also includes corporate overhead costs, which consist of certain

expenses, such as: payroll, professional fees, travel expenses and other

general and administrative expenses that do not directly relate to or have

       not otherwise been allocated to a property.


(2)    Represents the elimination of intersegment revenues associated with Penn
       Interactive and HPT.

(3) The total is a mathematical calculation derived from the sum of reportable

segments (as well as the Other category). As noted within "Non-GAAP

Financial Measures" below, Adjusted EBITDAR is presented on a consolidated

basis outside the financial statements solely as a valuation metric.

Adjusted EBITDAR decreased for the three months ended March 31, 2020, as

compared to the prior year period, due to the temporary closures of our

gaming properties as a result of the COVID-19 pandemic, offset slightly by

       the acquisition of Greektown, which contributed $15.7 million.


(4)    Solely comprised of rent expense associated with the operating lease
       components contained within the Master Leases (primarily land), the
       Margaritaville Lease, the Greektown Lease, and the Meadows Lease (as
       defined in   "Liquidity and Capital Resources"  ) (referred to

collectively as our "triple net operating leases"). The finance lease

components contained within the Master Leases (primarily buildings) result

       in interest expense, as opposed to rent expense.



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(5)    Adjusted EBITDA decreased for the three months ended March 31, 2020, as
       compared to the prior year period, due to the temporary closures of our

gaming properties as a result of the COVID-19 pandemic, offset slightly by

the acquisition of Greektown, which contributed $3.2 million. As rent

expense is a normal, recurring cash operating expense, it is included

within the calculation of Adjusted EBITDA.

(6) As noted within "Non-GAAP Financial Measures" below, Adjusted EBITDAR

       margin is presented on a consolidated basis outside the financial
       statements solely as a valuation metric.


(7)    Adjusted EBITDA margin decreased for the three months ended March 31,

2020, as compared to the prior year period, due to the temporary closures

of our gaming properties as a result of the COVID-19 pandemic.

Consolidated comparison of the three months ended March 31, 2020 and 2019 Revenues The following table presents our consolidated revenues:

                                   For the three months ended
                                            March 31,                         Change
(dollars in millions)                 2020             2019              $               %
Revenues
Gaming                           $       902.9     $   1,034.5     $    (131.6 )        (12.7 )%
Food, beverage, hotel and other          213.2           248.1           (34.9 )        (14.1 )%
Total revenues                   $     1,116.1     $   1,282.6     $    (166.5 )        (13.0 )%


Consolidated revenues decreased due to the fact that during the period from
March 13, 2020 to March 19, 2020, we temporarily suspended the operations of all
of our 41 gaming properties due to the COVID-19 pandemic with all of our gaming
properties remaining temporarily closed as of March 31, 2020. The decrease is
slightly offset by the acquisition of Greektown on May 23, 2019, which
contributed $66.8 million to the three months ended March 31, 2020, of which
$57.8 million was gaming revenues and $9.0 million was food, beverage, hotel and
other revenues. See "Segment comparison of the three months ended March 31, 2020
and 2019" below for more detailed explanations of the fluctuations in revenues.
Operating expenses
The following table presents our consolidated operating expenses:
                                   For the three months ended
                                            March 31,                         Change
(dollars in millions)                 2020             2019              $               %
Operating expenses
Gaming                           $       500.9     $     547.4     $     (46.5 )         (8.5 )%
Food, beverage, hotel and other          157.0           161.8            (4.8 )         (3.0 )%
General and administrative               307.0           286.9            20.1            7.0  %
Depreciation and amortization             95.7           104.1            (8.4 )         (8.1 )%
Impairment losses                        616.1               -           616.1          N/M
Total operating expenses         $     1,676.7     $   1,100.2     $     576.5           52.4  %


N/M - Not meaningful
Gaming expenses consist primarily of salaries and wages associated with our
gaming operations and gaming taxes. Food, beverage, hotel and other expenses
consist principally of salaries and wages and costs of goods sold associated
with our food, beverage, hotel, retail, racing, and other operations. Gaming,
food, beverage, hotel and other expenses for the three months ended March 31,
2020 decreased year over year primarily as a result of the temporary closures of
all of our gaming properties as a result of the COVID-19 pandemic, which reduced
our gaming taxes, costs of goods sold, and other expenses aside from salaries
and wages. After the closures, we continued to pay our employees until the
majority of our workforce was furloughed beginning April 1, 2020. The decreases
are offset slightly by the acquisition of Greektown, which increased gaming
expenses by $30.4 million and food, beverage, hotel and other expenses by $9.1
million.
General and administrative expenses include items such as compliance, facility
maintenance, utilities, property and liability insurance, surveillance and
security, and certain housekeeping services, as well as all expenses for
administrative departments such as accounting, purchasing, human resources,
legal and internal audit. General and administrative expenses also include
lobbying expenses, gains and losses on disposal of assets, changes in the fair
value of our contingent purchase

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price obligations, expense associated with cash-settled stock-based awards
(including changes in fair value thereto) and rent expense associated with our
triple net operating leases.
General and administrative expenses for the three months ended March 31, 2020
increased year over year primarily as a result of an increase in rent expense
associated with our triple net operating leases of $12.8 million, which
principally relates to the Greektown Lease; an increase in stock-based
compensation expense of $2.6 million; and $11.6 million of general and
administrative expenses associated with Greektown. The increases are offset by
decreases in the expense associated with the Company's cash-settled stock awards
of $9.3 million, which is due to the decrease in the Company's stock price
during the three months ended March 31, 2020, and the expense associated with
the Company's contingent purchase price obligations of $6.9 million for the
three months ended March 31, 2020, as compared to the prior year period.
As noted above, effective April 1, 2020, members of our property and corporate
leadership teams who were not furloughed took meaningful compensation reductions
and our Board of Directors elected to forgo their cash compensation, both of
which will reduce our general and administrative expense beginning in the second
quarter of 2020.
Depreciation and amortization for the three months ended March 31, 2020
decreased year over year primarily due to fixed assets becoming fully
depreciated since March 31, 2019 and a $0.6 million decrease in amortization
expense at Penn Interactive, offset by Greektown, which contributed $3.4 million
to the three months ended March 31, 2020.
Impairment losses for the three months ended March 31, 2020 primarily relate to
impairments taken on our goodwill and other intangible assets of $113.0 million
and $498.5 million, respectively, as a result of an interim impairment
assessment during the first quarter of 2020, which was triggered by the COVID-19
pandemic, which caused all of our gaming properties to temporarily close. As a
result, we revised our cash flow projections to reflect the current economic
environment, including the uncertainty of the nature, timing and extent of
reopening our gaming properties.
Other income (expenses)
The following table presents our consolidated other income (expenses):
                                          For the three months ended March 31,                   Change
(dollars in millions)                         2020                     2019                 $               %
Other income (expenses)
Interest expense, net                 $          (129.8 )       $          (132.3 )   $       2.5           (1.9 )%
Income from unconsolidated affiliates $             4.1         $             5.7     $      (1.6 )        (28.1 )%
Income tax benefit (expense)          $            99.5         $           (14.8 )   $     114.3          N/M
Other                                 $           (21.8 )       $               -     $     (21.8 )        N/M


N/M - Not meaningful
Interest expense, net decreased for the three months ended March 31, 2020, as
compared to the prior year period, primarily due to decreases in the amount of
interest expense recorded relating to our Master Leases of $0.2 million and our
Senior Secured Credit Facilities (as defined in   "Liquidity and Capital
Resources"  ) of $1.5 million. Despite the incremental borrowings under our
Revolving Credit Facility in light of the COVID-19 pandemic, interest expense
incurred from our Senior Secured Credit Facilities decreased for the three
months ended March 31, 2020, as compared to the prior year period, as a result
of a decrease in the London Interbank Offered Rate (referred to as "LIBOR")
during the corresponding periods.
Income from unconsolidated affiliates relates principally to our joint venture
in Kansas Entertainment. The decrease for the three months ended March 31, 2020,
as compared to the prior year period, was due to a decrease in the results of
operations of Hollywood Casino at Kansas Speedway, which temporarily closed on
March 18, 2020 and remained temporarily closed as of March 31, 2020.
Income tax benefit (expense) was $99.5 million and $(14.8) million for the three
months ended March 31, 2020 and 2019, respectively. Our effective tax rate
(income taxes as a percentage of income or loss from operations before income
taxes) including discrete items was 14.1% for the three months ended March 31,
2020, as compared to 26.5% for the three months ended March 31, 2019, primarily
due to a reduction of pre-tax income.
The CARES Act temporarily removes certain restrictions originally imposed by the
Tax Cuts and Jobs Act of 2017. Corporate taxpayers are now permitted to
carryback up to five years of federal net operating losses ("NOLs") originating
in tax years 2018, 2019, and 2020 and offset 100% of taxable income with
available NOLs. The CARES Act also temporarily (i)

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increases the interest deductibility threshold from 30% to 50% of adjusted
taxable income for tax years beginning in 2019 and 2020, (ii) allows a refund of
alternative minimum tax credits, (iii) increases the corporate charitable
deduction limit to 25% and (iv) makes eligible qualified improvement property
available for immediate expensing. The enactment of the CARES Act did not have a
significant impact on our effective tax rate for the three months ended
March 31, 2020; however, we are estimating an income tax refund between
approximately $40 million and $50 million primarily attributable to the
carryback of NOLs. We will continue to monitor any impact and revise our
preliminary near-term liquidity benefit as a result of this new law.
As of March 31, 2020, we have a valuation allowance on the portion of the
deferred tax assets that is not more likely than not to be realized as a result
of the negative objective evidence of being in a three-year cumulative loss and
we intend to continue maintaining a valuation allowance on our deferred tax
assets until there is sufficient positive evidence to support the reversal of
all or a portion of these allowances. A reduction in the valuation allowance
would result in a significant decrease to income tax expense in the period the
release is recorded. However, the exact timing and reversal amount in our
valuation allowance are currently unknown.
Our effective income tax rate can vary from period to period depending on, among
other factors, the geographic and business mix of our earnings, changes to our
valuation allowance and the level of our tax credits. Certain of these and other
factors, including our history and projections of pre-tax earnings, are
considered in assessing our ability to realize our net deferred tax assets.
Other includes miscellaneous income and expense items. The amount for the three
months ended March 31, 2020 relates to an unrealized holding loss of $21.8
million on equity securities (including warrants), which were acquired during
the third quarter of 2019 in connection with Penn Interactive entering into
multi-year agreements with sports betting operators for online sports betting
and related iGaming market access across our portfolio.
Segment comparison of the three months ended March 31, 2020 and 2019
Northeast Segment
                                    For the three months ended March 31,                  Change
(dollars in millions)                    2020                    2019                $            % / bps

Revenues

Gaming                           $          458.7         $          487.7     $     (29.0 )         (5.9 )%
Food, beverage, hotel and other              62.0                     62.9            (0.9 )         (1.4 )%
Total revenues                   $          520.7         $          550.6     $     (29.9 )         (5.4 )%

Adjusted EBITDAR                 $          124.5         $          164.8     $     (40.3 )        (24.5 )%
Adjusted EBITDAR margin                      23.9 %                   29.9 %                     (600) bps


The Northeast segment's total revenues, Adjusted EBITDAR and Adjusted EBITDAR
margin decreased for the three months ended March 31, 2020, as compared to the
prior year period, due to the temporary closures of our gaming properties within
the Northeast segment beginning between March 13, 2020 and March 19, 2020 as a
result of the COVID-19 pandemic, offset by the acquisition of Greektown in May
2019, which contributed $66.8 million of total revenues and $15.7 million of
Adjusted EBITDAR to the three months ended March 31, 2020. Prior to the
temporary closures, all four of our properties in Ohio, our Ameristar East
Chicago, our Hollywood Casino at Charles Town Races and our Hollywood Casino
Lawrenceburg properties were performing favorably as compared to the prior year
period. The operating results of Meadows Racetrack and Casino and Hollywood
Casino at Penn National Race Course were negatively impacted by increases in
competition in and around the Pennsylvania market. In addition, our Plainridge
Park Casino property continues to face increased competition as a result of the
opening of a new competitor in June 2019.

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South Segment
                                    For the three months ended March 31,                  Change
(dollars in millions)                    2020                    2019                $            % / bps

Revenues

Gaming                           $          168.6         $          220.1     $     (51.5 )        (23.4 )%
Food, beverage, hotel and other              54.7                     71.9           (17.2 )        (23.9 )%
Total revenues                   $          223.3         $          292.0     $     (68.7 )        (23.5 )%

Adjusted EBITDAR                 $           52.6         $           97.8     $     (45.2 )        (46.2 )%
Adjusted EBITDAR margin                      23.6 %                   33.5 %                     (990) bps


The South segment's total revenues, Adjusted EBITDAR and Adjusted EBITDAR margin
decreased for the three months ended March 31, 2020, as compared to the prior
year period, due to the temporary closures of our gaming properties within the
South segment on March 17, 2020 as a result of the COVID-19 pandemic. Prior to
the temporary closures, our 1st Jackpot Casino, our Hollywood Casino Tunica, and
our L'Auberge Baton Rouge properties were performing favorably as compared to
the prior year period. The cessation of the operations of Resorts Casino Tunica
on June 30, 2019 benefited the operating results of 1st Jackpot Casino and
Hollywood Casino Tunica for the three months ended March 31, 2020, as compared
to the prior year period.
West Segment
                                    For the three months ended March 31,                  Change
(dollars in millions)                    2020                    2019                $            % / bps

Revenues

Gaming                           $           71.9         $           92.8     $     (20.9 )        (22.5 )%
Food, beverage, hotel and other              54.7                     65.8           (11.1 )        (16.9 )%
Total revenues                   $          126.6         $          158.6     $     (32.0 )        (20.2 )%

Adjusted EBITDAR                 $           24.6         $           49.9     $     (25.3 )        (50.7 )%
Adjusted EBITDAR margin                      19.4 %                   31.5 %                    (1210) bps


The West segment's total revenues, Adjusted EBITDAR and Adjusted EBITDAR margin
decreased for the three months ended March 31, 2020, as compared to the prior
year period, due to the temporary closures of our gaming properties within the
West segment beginning between March 16, 2020 and March 19, 2020 as a result of
the COVID-19 pandemic. Prior to the temporary closures, our Cactus Petes and
Horseshu properties, our Tropicana property and our Zia Park property were
performing favorably as compared to the prior year period.
Midwest Segment
                                    For the three months ended March 31,                  Change
(dollars in millions)                    2020                    2019                $            % / bps

Revenues

Gaming                           $          196.2         $          233.8     $     (37.6 )        (16.1 )%
Food, beverage, hotel and other              31.9                     37.4            (5.5 )        (14.7 )%
Total revenues                   $          228.1         $          271.2     $     (43.1 )        (15.9 )%

Adjusted EBITDAR                 $           69.5         $           99.2     $     (29.7 )        (29.9 )%
Adjusted EBITDAR margin                      30.5 %                   36.6 %                     (610) bps


The Midwest segment's total revenues, Adjusted EBITDAR and Adjusted EBITDAR
margin decreased for the three months ended March 31, 2020, as compared to the
prior year period, due to the temporary closures of our gaming properties within
the Midwest segment beginning between March 16, 2020 and March 18, 2020 as a
result of the COVID-19 pandemic.

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Prior to the temporary closures, all of our properties within the Midwest
segment were performing favorably as compared to the prior year period,
particularly our Hollywood Casino St. Louis and River City Casino properties.
Adverse winter weather during the three months ended March 31, 2019 negatively
impacted visitation at the majority of our properties within the Midwest
segment, which resulted in lower revenues and Adjusted EBITDAR.
Other
Total revenues and Adjusted EBITDAR of the Other category were $20.3 million and
$(18.9) million, respectively, for the three months ended March 31, 2020.
Revenues and Adjusted EBITDAR increased for the three months ended March 31,
2020 by $10.1 million and $1.4 million, respectively, principally as a result of
Penn Interactive, which began operating live sports betting at retail
sportsbooks at several of the Company's properties as well as iGaming in
Pennsylvania during the third quarter of 2019. The increase in Adjusted EBITDAR
attributable to Penn Interactive was offset partially by a $1.1 million increase
in corporate overhead costs.
Non-GAAP Financial Measures
Use and Definitions
In addition to GAAP financial measures, management uses Adjusted EBITDA,
Adjusted EBITDA margin, Adjusted EBITDAR and Adjusted EBITDAR margin as non-GAAP
financial measures. These non-GAAP financial measures should not be considered a
substitute for, nor superior to, financial results and measures determined or
calculated in accordance with GAAP. Each of these non-GAAP financial measures is
not calculated in the same manner by all companies and, accordingly, may not be
an appropriate measure of comparing performance among different companies.
We define Adjusted EBITDA as earnings before interest expense, net; income
taxes; depreciation and amortization; stock-based compensation; debt
extinguishment and financing charges; impairment losses; insurance recoveries
and deductible charges; changes in the estimated fair value of our contingent
purchase price obligations; gain or loss on disposal of assets, the difference
between budget and actual expense for cash-settled stock-based awards;
pre-opening and acquisition costs; and other income or expenses. Adjusted EBITDA
is inclusive of income or loss from unconsolidated affiliates, with our share of
non-operating items (such as depreciation and amortization) added back for our
Kansas Entertainment joint venture. Adjusted EBITDA is inclusive of rent expense
associated with our triple net operating leases. Although Adjusted EBITDA
includes rent expense associated with our triple net operating leases, we
believe Adjusted EBITDA is useful as a supplemental measure in evaluating the
performance of our consolidated results of operations. We define Adjusted EBITDA
margin as Adjusted EBITDA divided by consolidated revenues.
Adjusted EBITDA has economic substance because it is used by management as a
performance measure to analyze the performance of our business, and is
especially relevant in evaluating large, long-lived casino-hotel projects
because it provides a perspective on the current effects of operating decisions
separated from the substantial non-operational depreciation charges and
financing costs of such projects. We present Adjusted EBITDA because it is used
by some investors and creditors as an indicator of the strength and performance
of ongoing business operations, including our ability to service debt, and to
fund capital expenditures, acquisitions and operations. These calculations are
commonly used as a basis for investors, analysts and credit rating agencies to
evaluate and compare operating performance and value companies within our
industry. In order to view the operations of their casinos on a more stand-alone
basis, gaming companies, including us, have historically excluded from their
Adjusted EBITDA calculations certain corporate expenses that do not relate to
the management of specific casino properties. However, Adjusted EBITDA is not a
measure of performance or liquidity calculated in accordance with GAAP. Adjusted
EBITDA information is presented as a supplemental disclosure, as management
believes that it is a commonly-used measure of performance in the gaming
industry and that it is considered by many to be a key indicator of the
Company's operating results.
We define Adjusted EBITDAR as Adjusted EBITDA (as defined above) plus rent
expense associated with triple net operating leases (which is a normal,
recurring cash operating expense necessary to operate our business). Adjusted
EBITDAR is presented on a consolidated basis outside the financial statements
solely as a valuation metric. Management believes that Adjusted EBITDAR is an
additional metric traditionally used by analysts in valuing gaming companies
subject to triple net leases since it eliminates the effects of variability in
leasing methods and capital structures. This metric is included as supplemental
disclosure because (i) we believe Adjusted EBITDAR is traditionally used by
gaming operator analysts and investors to determine the equity value of gaming
operators and (ii) Adjusted EBITDAR is one of the metrics used by other
financial analysts in valuing our business. We believe Adjusted EBITDAR is
useful for equity valuation purposes because (i) its calculation isolates the
effects of financing real estate; and (ii) using a multiple of Adjusted EBITDAR
to calculate enterprise value allows for an adjustment to the balance sheet to
recognize estimated liabilities arising from operating leases related to real
estate. However, Adjusted EBITDAR when presented on a consolidated basis is not
a financial measure in accordance with

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GAAP and should not be viewed as a measure of overall operating performance or
considered in isolation or as an alternative to net income because it excludes
the rent expense associated with our triple net operating leases and is provided
for the limited purposes referenced herein.
Adjusted EBITDAR margin is defined as Adjusted EBITDAR on a consolidated basis
divided by revenues on a consolidated basis. Adjusted EBITDAR margin is
presented on a consolidated basis outside the financial statements solely as a
valuation metric. We further define Adjusted EBITDAR margin by reportable
segment as Adjusted EBITDAR for each segment divided by segment revenues.
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures
The following table includes a reconciliation of net income (loss), which is
determined in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDAR,
which are non-GAAP financial measures, as well as related margins:
                                                                 For the three months ended March 31,
(dollars in millions)                                                 2020                     2019
Net income (loss)                                            $          (608.6 )         $          41.0
Income tax expense (benefit)                                             (99.5 )                    14.8
Income from unconsolidated affiliates                                     (4.1 )                    (5.7 )
Interest expense, net                                                    129.8                     132.3
Other expense                                                             21.8                         -
Operating income (loss)                                                 (560.6 )                   182.4
Stock-based compensation (1)                                               6.0                       3.4
Cash-settled stock-based award variance (1)(2)                            (8.9 )                     0.4
Loss on disposal of assets (1)                                             0.6                       0.5
Contingent purchase price (1)                                             (2.2 )                     4.7
Pre-opening and acquisition costs (1)                                      3.2                       4.4
Depreciation and amortization                                             95.7                     104.1
Impairment losses                                                        616.1                         -
Insurance recoveries, net of deductible charges (1)                       (0.1 )                       -
Income from unconsolidated affiliates                                      4.1                       5.7
Non-operating items of joint venture (3)                                   0.9                       1.1
Adjusted EBITDA                                                          154.8                     306.7
Rent expense associated with triple net operating leases (1)              97.5                      84.7
Adjusted EBITDAR                                             $           252.3           $         391.4

Net income (loss) margin                                                 (54.5 )%                    3.2 %
Adjusted EBITDA margin                                                    13.9  %                   23.9 %
Adjusted EBITDAR margin                                                   22.6  %                   30.5 %

(1) These items are included in "General and administrative" within the

Company's unaudited Condensed Consolidated Statements of Operations.

(2) The Company's cash-settled stock-based awards are adjusted to fair value

each reporting period based primarily on the price of the Company's common

stock. As such, significant fluctuations in the price of the Company's

common stock during any reporting period could cause significant variances

to budget on cash-settled stock-based awards. During the three months

ended March 31, 2020, the price of the Company's common stock decreased

significantly, which resulted in favorable variances to budget, while the

price of the Company's common stock did not vary significantly during the

three months ended March 31, 2019, which resulted in minimal variance to

budget.

(3) Consists principally of depreciation and amortization associated with the

       operations of Hollywood Casino at Kansas Speedway.



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                        LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity and capital resources have been and are
expected to be cash flow from operations, borrowings from banks, and proceeds
from the issuance of debt and equity securities. Our ongoing liquidity will
depend on a number of factors, including cash flow from operations, which is
predicated on when we will be able to reopen our gaming properties; access to
debt and equity capital markets; available cash resources; acquisitions and
dispositions; funding of construction of development projects; and our
compliance with covenants contained under our debt agreements.
The Company began temporary suspension of the operations of all of its gaming
properties starting between March 13, 2020 and March 19, 2020 due to the
COVID-19 pandemic, all of which remained temporarily closed as of March 31, 2020
and the date of filing this Quarterly Report on Form 10-Q with the SEC. The
COVID-19 pandemic has had a material adverse impact on our financial condition
and cash flows. In order to help mitigate the operating and financial impact of
the COVID-19 pandemic, we have taken various actions to reduce our cost
structure during the property closures, which has significantly reduced our
average cash burn (assuming complete closure) to approximately $83 million per
month beginning April 2020 through the end of the year.
On March 13, 2020, in order to maintain maximum financial flexibility in light
of the COVID-19 pandemic, the Company borrowed the remaining available amount of
$430.0 million under its Revolving Credit Facility. Additionally, on April 16,
2020, we entered into and closed on a purchase agreement with GLPI pursuant to
which GLPI purchased the real estate assets associated with our Tropicana
property for rent credits of $307.5 million that we began utilizing to pay rent
under our existing Master Leases in May 2020.
                                            For the three months ended March 31,                 Change
(dollars in millions)                           2020                     2019                $             %
Net cash provided by (used in)
operating activities                    $           (33.2 )       $           125.7     $   (158.9 )      N/M
Net cash used in investing activities   $          (183.4 )       $          (147.1 )   $    (36.3 )       24.7 %
Net cash provided by (used in)
financing activities                    $           508.8         $           (45.7 )   $    554.5        N/M


N/M - Not meaningful
Operating Cash Flow
The decrease in net cash provided by operating activities of $158.9 million for
the three months ended March 31, 2020, compared to the prior year period, is due
to the temporary closures of all of our gaming properties from the COVID-19
pandemic, which significantly decreased cash receipts from customers, offset
slightly by the acquisition of Greektown. In addition, cash paid for rent and
interest payments under the Master Leases, the Meadows Lease, the Margaritaville
Lease, and the Greektown Lease (collectively referred to as our "Triple Net
Leases") increased by $15.9 million, which is largely driven by the timing of
the commencement of the Greektown Lease.
Investing Cash Flow
The increase in net cash used in investing activities of $36.3 million for the
three months ended March 31, 2020, compared to the prior year period, is
primarily due to our investment in Barstool Sports made during the first quarter
of 2020 and an increase in capital expenditures (as discussed below), partially
offset by the acquisition of the operations of Margaritaville for $109.1
million, net of cash acquired, during the first quarter of 2019. As a part of
the acquisition of Margaritaville, the Company entered into a sale-leaseback
transaction with VICI in the amount of $261.1 million, which had no net impact
on the determination of net cash used in investing activities for the three
months ended March 31, 2019.
Capital Expenditures
Capital expenditures are accounted for as either project capital or maintenance
(replacement) capital expenditures. Project capital expenditures are for fixed
asset additions that expand an existing facility or create a new facility.
Maintenance capital expenditures are expenditures to replace existing fixed
assets with a useful life greater than one year that are obsolete, worn out or
no longer cost effective to repair and typically consist of slot machines and
other gaming equipment.
Given the uncertainty surrounding the COVID-19 pandemic and its impact on our
business, in order to preserve liquidity, we have temporarily suspended
construction of our two planned Category 4 satellite casinos in York and
Morgantown, Pennsylvania, respectively, which represented overall capital
investments of approximately $120 million and $111 million inclusive of each of
the gaming licenses acquired in the prior year, respectively. We previously
expected both of these projects

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to be complete by the end of 2020. Furthermore, in light of the COVID-19
pandemic, we do not expect that we will spend as much as previously budgeted for
in 2020 and disclosed in our Annual Report on Form 10-K for the year ended
December 31, 2019 on capital expenditures.
The following table summarizes our capital expenditures by segment for the three
months ended March 31, 2020 and 2019, which were principally funded by cash
provided by operating activities as well as borrowings under our Revolving
Credit Facility prior to the onset of the COVID-19 pandemic:
                  For the Three Months Ended March 31, 2020          For the Three Months Ended March 31, 2019
(in millions)     Project          Maintenance        Total          Project         Maintenance        Total
Northeast (1) $         13.1     $        17.2     $     30.3     $        1.1     $        11.6     $     12.7
South                      -               4.0            4.0                -               8.9            8.9
West                       -               2.5            2.5                -               7.0            7.0
Midwest                    -               3.4            3.4                -               7.0            7.0
Other                      -               2.6            2.6              0.4               1.7            2.1
Total         $         13.1     $        29.7     $     42.8     $        1.5     $        36.2     $     37.7

(1) Includes York and Morgantown, both of which we currently expect to be part

of the Northeast segment.

Project capital expenditures increased for the three months ended March 31,
2020, as compared to the prior year period, due to spending on the York and
Morgantown development projects prior to temporarily suspending construction.
Maintenance capital expenditures decreased for the three months ended March 31,
2020, as compared to the prior year period, partially due to decreases in
spending in advance of and upon temporarily closing all of our gaming
properties.
Financing Cash Flow
For the three months ended March 31, 2020, as compared to the prior year period,
net cash from financing activities increased by $554.5 million to net cash
provided by financing activities of $508.8 million from $45.7 million of net
cash used in financing activities. The increase is driven by net borrowings
under our Senior Secured Credit Facilities of $518.3 million during the three
months ended March 31, 2020 (see below) as opposed to net repayments under our
Senior Secured Credit Facilities of $31.7 million during the three months ended
March 31, 2019.
Senior Secured Credit Facilities
As of March 31, 2020, the Company's Senior Secured Credit Facilities had a gross
outstanding balance of $2,448.1 million, consisting of a $663.4 million Term
Loan A Facility and a $1,114.7 million Term Loan B-1 Facility (as such terms are
defined below), and a Revolving Credit Facility, which had $670.0 million drawn
as of March 31, 2020. Additionally, as of March 31, 2020, the Company had
conditional obligations under letters of credit issued pursuant to the Senior
Secured Credit Facilities with face amounts aggregating $29.5 million.
On March 13, 2020, we borrowed the remaining available amount of $430.0 million
under our Revolving Credit Facility, resulting in $0.5 million available
borrowing capacity as of March 31, 2020. The Company elected to draw down the
remaining available funds from its Revolving Credit Facility in order to
maintain maximum financial flexibility in light of the COVID-19 pandemic.
In January 2017, the Company entered into an agreement to amend and restate its
previous credit agreement, dated October 30, 2013, as amended (the "Credit
Agreement"), which provided for: (i) a five-year $700.0 million revolving credit
facility (the "Revolving Credit Facility"), a five-year $300.0 million term loan
A facility (the "Term Loan A Facility"), and a seven-year $500.0 million term
loan B facility (the "Term Loan B Facility"). The Term Loan B Facility was fully
repaid and terminated prior to 2019.
In October 2018, in connection with the acquisition of Pinnacle Entertainment,
Inc., (the "Pinnacle Acquisition"), the Company entered into an incremental
joinder agreement (the "Incremental Joinder"), which amended the Credit
Agreement (the "Amended Credit Agreement"). The Incremental Joinder provided for
an additional $430.2 million of incremental loans having the same terms as the
existing Term Loan A Facility, with the exception of extending the maturity
date, and an additional $1,128.8 million of loans as a new tranche having new
terms (the "Term Loan B-1 Facility" and collectively with the Revolving Credit
Facility and the Term Loan A Facility, the "Senior Secured Credit Facilities").
With the exception of extending the maturity date, the Incremental Joinder did
not impact the Revolving Credit Facility.

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The payment and performance of obligations under the Senior Secured Credit
Facilities are guaranteed by a lien on and security interest in substantially
all of the assets (other than excluded property such as gaming licenses) of the
Company and its subsidiaries.
5.625% Senior Unsecured Notes
In January 2017, the Company completed an offering of $400.0 million aggregate
principal amount of 5.625% senior unsecured notes that mature on January 15,
2027 (the "5.625% Notes") at a price of par. Interest on the 5.625% Notes is
payable on January 15th and July 15th of each year.
Covenants
Our Amended Credit Agreement and the indenture governing our 5.625% Notes
require us, among other obligations, to maintain specified financial ratios and
to satisfy certain financial tests. In addition, the Company's Amended Credit
Agreement and the indenture governing our 5.625% Notes restrict, among other
things, its ability to incur additional indebtedness, incur guarantee
obligations, amend debt instruments, pay dividends, create liens on assets, make
investments, engage in mergers or consolidations, and otherwise restrict
corporate activities. Our debt agreements also contain customary events of
default, including cross-default provisions that require us to meet certain
requirements under the Penn Master Lease and the Pinnacle Master Lease, each
with GLPI. If we are unable to meet our financial covenants or in the event of a
cross-default, it could trigger an acceleration of payment terms.
On April 14, 2020, the Company entered into a second amendment to its Amended
Credit Agreement with its various lenders (the "Amendment Agreement") to provide
for certain modifications. During the period beginning on April 14, 2020 and
ending on the earlier of (x) the date that is two business days after the date
on which the Company delivers a covenant relief period termination notice to the
administrative agent and (y) the date on which the administrative agent receives
a compliance certificate for the quarter ending March 31, 2021 (the "Covenant
Relief Period"), the Company will not have to comply with any Maximum Leverage
Ratio or Minimum Interest Coverage Ratio (as such terms are defined in the
Credit Agreement). During the Covenant Relief Period, the Company will be
subject to a minimum liquidity covenant that requires cash and cash equivalents
and availability under its Revolving Credit Facility to be (i) at least $400.0
million through April 30, 2020; (ii) $350.0 million during the period from May
1, 2020 through May 31, 2020; (iii) $300.0 million during the period from June
1, 2020 through June 30, 2020; and (iv) $225.0 million during the period from
July 1, 2020 through March 31, 2021.
The Amendment Agreement also amends the financial covenants that are applicable
after the Covenant Relief Period to permit the Company to (i) maintain a maximum
consolidated total net leverage ratio of up to a ratio that varies by quarter,
ranging between 5.50:1.00 and 4.50:1.00 in 2021 and 4.25:1.00 thereafter, tested
quarterly on a pro forma trailing twelve month ("PF TTM") basis; (ii) maintain a
maximum senior secured net leverage ratio of up to a ratio that varies by
quarter, ranging between 4.50:1.00 and 3.50:1.00 in 2021 and 3.00:1.00
thereafter, tested quarterly on a PF TTM basis; and (iii) maintain an interest
coverage ratio of 2.50:1.00, tested quarterly on a PF TTM basis.
In addition, the Amendment Agreement (i) provides that, during the Covenant
Relief Period, loans under the Revolving Credit Facility and the Term Loan A
Facility shall bear interest at either a base rate or an adjusted LIBOR rate, in
each case, plus an applicable margin, in the case of base rate loans, of 2.00%,
and in the case of adjusted LIBOR rate loans, of 3.00%; (ii) provides that,
during the Covenant Relief Period, the Company shall pay a commitment fee on the
unused portion of the commitments under the Revolving Credit Facility at a rate
of 0.50% per annum; (iii) provides for a 0.75% LIBOR floor applicable to all
LIBOR loans under the Senior Secured Credit Facilities; (iv) carves out COVID-19
related effects from certain terms of the Senior Secured Credit Facilities
during the Covenant Relief Period; and (v) makes certain other changes to the
covenants and other provisions of the Amended Credit Agreement.
 As of March 31, 2020, the Company was in compliance with all required financial
covenants. The Company believes that it will remain in compliance with all of
its required financial covenants for at least the next twelve months following
the date of filing this Quarterly Report on Form 10-Q with the SEC.
Triple Net Leases
The majority of the gaming facilities used in the Company's operations are
subject to triple net master leases; the most significant of which are the Penn
Master Lease and the Pinnacle Master Lease. The Company's Master Leases are
accounted for as either operating leases, finance leases, or financing
obligations. In addition, three of the Company's gaming facilities, Meadows,
Margaritaville, and Greektown, are subject to individual triple net leases. As
previously mentioned, we refer to our Penn Master Lease, our Pinnacle Master
Lease, our Meadows Lease, our Margaritaville Lease, and our Greektown Lease,
collectively as our Triple Net Leases. See "Payments to our REIT Landlords under
Triple Net Leases" below for tabular

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information on the payments made during the three months ended March 31, 2020
and 2019 pertaining to our Triple Net Leases.
Penn Master Lease
Pursuant to a triple net master lease with GLPI (the "Penn Master Lease"), which
became effective November 1, 2013, the Company leases real estate assets
associated with 19 of the gaming facilities used in its operations. The Penn
Master Lease has an initial term of 15 years with four subsequent, five-year
renewal periods on the same terms and conditions, exercisable at the Company's
option. The payment structure under the Penn Master Lease includes a fixed
component, a portion of which is subject to an annual escalator of up to 2%,
depending on the Adjusted Revenue to Rent Ratio (as defined in the Penn Master
Lease) of 1.8:1, and a component that is based on performance, which is
prospectively adjusted (i) every five years by an amount equal to 4% of the
average change in net revenues of all properties under the Penn Master Lease
(other than Hollywood Casino Columbus and Hollywood Casino Toledo ("Columbus and
Toledo")) compared to a contractual baseline during the preceding five years
("Penn Percentage Rent") and (ii) monthly by an amount equal to 20% of the net
revenues of Columbus and Toledo in excess of a contractual baseline and subject
to a rent floor specific to Hollywood Casino Toledo. The next annual escalator
test date is scheduled to occur effective November 1, 2020 and the next Penn
Percentage Rent reset is scheduled to occur on November 1, 2023.
Pinnacle Master Lease
In connection with the Pinnacle Acquisition in October 2018, the Company assumed
a triple net master lease with GLPI ("Pinnacle Master Lease"), originally
effective April 28, 2016, and entered into an amendment to the Pinnacle Master
Lease to, among other things, remove properties that were divested in connection
with the Pinnacle Acquisition and add Plainridge Park Casino. Reflecting this
amendment, the Company leases real estate assets associated with twelve of the
gaming facilities used in the Company's operations from GLPI. Upon assumption of
the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the
initial ten-year term, with five subsequent, five-year renewal periods
exercisable at the Company's option. The payment structure under the Pinnacle
Master Lease includes a fixed component, a portion of which is subject to an
annual escalator of up to 2%, depending on the Adjusted Revenue to Rent Ratio
(as defined in the Pinnacle Master Lease) of 1.8:1, and a component that is
based on performance, which is prospectively adjusted every two years by an
amount equal to 4% of the average change in net revenues of all properties under
the Pinnacle Master Lease compared to a contractual baseline during the
preceding two years ("Pinnacle Percentage Rent"). The annual escalator test date
and the Pinnacle Percentage Rent reset occurred on May 1, 2020.
Meadows Lease, Margaritaville Lease, and Greektown Lease
In connection with the Pinnacle Acquisition, we assumed a triple net lease of
the real estate assets used in the operations of Meadows (the "Meadows Lease"),
originally effective September 9, 2016, with GLPI as the landlord. Upon
assumption of the Meadows Lease, there were eight years remaining of the initial
ten-year term, with three subsequent, five-year renewal options followed by one
four-year renewal option on the same terms and conditions, exercisable at the
Company's option. The payment structure under the Meadows Lease includes a fixed
component ("Meadows Base Rent"), which is subject to an annual escalator of up
to 5% for the initial term or until the lease year in which Meadows Base Rent
plus Meadows Percentage Rent (as defined below) is a total of $31.0 million,
subject to certain adjustments, and up to 2% thereafter, subject to an Adjusted
Revenue to Rent Ratio (as defined in the Meadows Lease) of 2.0:1. The "Meadows
Percentage Rent" is based on performance, which is prospectively adjusted for
the next two-year period equal to 4% of the average annual net revenues of the
property during the trailing two-year period. The next scheduled annual
escalator test date and the next Meadows Percentage Rent reset are scheduled to
occur on October 1, 2020.
In connection with the acquisition of Margaritaville, we entered into the
Margaritaville Lease with VICI for the real estate assets used in the operations
of Margaritaville. The Margaritaville Lease has an initial term of 15 years,
with four subsequent five-year renewal options on the same terms and conditions,
exercisable at the Company's option. The payment structure under the
Margaritaville Lease includes a fixed component ("Margaritaville Base Rent"), a
portion of which is subject to an annual escalator of up to 2%, and a component
that is based on performance, which is prospectively adjusted every two years by
an amount equal to 4% of the average change in net revenues of the property
compared to a contractual baseline during the preceding two years
("Margaritaville Percentage Rent").
On February 1, 2020, the Margaritaville Lease was amended to provide for a
change in the measurement of the annual escalator from an Adjusted Revenue to
Rent Ratio (as defined in the Margaritaville Lease) of 1.9:1 to a minimum ratio
of net revenue to rent of 6.1:1. As a result of the annual escalator, which was
determined to be $0.3 million, effective February 1, 2020, an additional
operating right-of-use asset and corresponding operating lease liability of $3.1
million were recognized.

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The next scheduled annual escalator test date and the first Margaritaville
Percentage Rent reset are scheduled to occur on February 1, 2021.
In connection with the acquisition of Greektown, we entered into the Greektown
Lease with VICI for the real estate assets used in the operations of Greektown.
The Greektown Lease has an initial term of 15 years, with four subsequent
five-year renewal options on the same terms and conditions, exercisable at the
Company's option. The payment structure under the Greektown Lease includes a
fixed component ("Greektown Base Rent"), a portion of which is subject to an
annual escalator of up to 2% subject to an Adjusted Revenue to Rent Ratio (as
defined in the Greektown Lease) of 1.85:1, and a component that is based on
performance, which is prospectively adjusted every two years by an amount equal
to 4% of the average change in net revenues of the facility compared to a
contractual baseline during the preceding two years ("Greektown Percentage
Rent"). The next scheduled annual escalator test date is scheduled for June 1,
2020 and the first Greektown Percentage Rent reset is scheduled to occur on June
1, 2021.
Payments to our REIT Landlords under Triple Net Leases
Total payments made to our REIT Landlords, GLPI and VICI, were as follows:
                              For the three months ended March 31,
(in millions)                            2020                        2019
Penn Master Lease     $            114.8                           $ 114.4
Pinnacle Master Lease               82.5                              81.3
Meadows Lease                        6.7                               6.5
Margaritaville Lease                 5.9                               5.7
Greektown Lease                     13.9                                 -
Total                 $            223.8                           $ 207.9


Other Long-Term Obligations
Relocation Fees
As of March 31, 2020 and December 31, 2019, other long-term obligations included
$68.8 million and $76.4 million, respectively, related to the relocation fees
for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley
Race Course, which opened in August 2014 and September 2014, respectively. The
relocation fee for each property is payable as follows: $7.5 million upon the
opening of the property and eighteen semi-annual payments of $4.8 million
beginning one year after the commencement of operations.
Outlook
Due to the COVID-19 pandemic, we have temporarily suspended the operations of
all of our gaming properties. Accordingly, we cannot be certain whether cash
generated from operations and cash on hand, together with amounts available
under our Senior Secured Credit Facilities, will be adequate to meet our
anticipated obligations under our Triple Net Leases, debt service requirements,
capital expenditures and working capital needs for the foreseeable future. Our
ability to generate sufficient cash flow from operations will depend on a range
of economic, competitive and business factors, many of which are outside our
control, including the impact of the COVID-19 pandemic. We cannot be certain:
(i) that our gaming properties will reopen in the upcoming months or what the
operating limitations will be when they do; (ii) of the magnitude and duration
of the impact of the COVID-19 pandemic on general economic conditions, capital
markets, unemployment and our liquidity, operations, supply chain and personnel;
(iii) that our business will generate sufficient cash flow from operations; (iv)
that the U.S. economy and our business will recover to levels that existed prior
to the COVID-19 pandemic and on what time frame; (v) that we will fully achieve
the synergies in connection with the Pinnacle Acquisition; (vi) that we will be
able to maintain the minimum liquidity required under our Senior Secured Credit
Facilities; or (vii) that future borrowings will be available under our Senior
Secured Credit Facilities or capital will be available in the credit or equity
markets on favorable terms to enable us to service our indebtedness, to make
capital expenditures or to maintain working capital. In addition, while we
anticipated that a significant amount of our future growth would come through
the pursuit of opportunities within other distribution channels, such as retail
gaming, live sports betting, social gaming, and iGaming; from acquisitions of
gaming properties at reasonable valuations; greenfield projects; and
jurisdictional expansions and property expansion in under-penetrated markets;
there can be no assurance that this will be the case given the uncertainty
arising from the COVID-19 pandemic. While we do not anticipate pursuing material
acquisition opportunities in the near term, if we consummate significant
acquisitions in the future or

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undertake any significant property expansions, our cash requirements may
increase significantly and we may need to make additional borrowings or complete
equity or debt financings to meet these requirements. Our future operating
performance and our ability to service or refinance our debt will be subject to
future economic conditions and to financial, business and other factors, many of
which are beyond our control, including without limitation the lasting impacts
of the COVID-19 pandemic. See   Part II, Item 1A. "Risk Factors"   of this
Quarterly Report on Form 10-Q. See also "Risks Related to Our Capital Structure"
in Part I, Item 1A. "Risk Factors" of the Company's Annual Report on Form 10-K
for the year ended December 31, 2019 for a discussion of the risks related to
the Company's capital structure.
We have historically maintained a capital structure comprising a mix of equity
and debt financing. We vary our leverage to pursue opportunities in the
marketplace and in an effort to maximize our enterprise value for our
shareholders. We have in the past met our debt obligations as they have come due
through internally generated funds from operations or refinancing them through
the debt or equity markets prior to their maturity, although there can be no
assurance that we will continue to be able to do so or be able to do so at
favorable rates or on favorable terms in the future in light of the COVID-19
pandemic and other factors.


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                         CRITICAL ACCOUNTING ESTIMATES
A complete discussion of our critical accounting estimates is included in our
Annual Report on Form 10-K for the year ended December 31, 2019. With the
exception of the table below, which provides updated sensitivities on the
impairments of our goodwill and other intangible assets, there have been no
significant changes in our critical accounting estimates during the three months
ended March 31, 2020.
                                                                      

Increase in the Recorded Amount of

Impairment Loss as a Result of:

                                       Carrying                      Discount Rate       Terminal Growth Rate
(dollars in millions)                   Amount        Cushion           +100 bps               -50 bps
Goodwill
Argosy Casino Riverside              $     161.2          3.5 %   $              8.0     $                -
Greektown Hotel Casino               $      67.4            - %   $             19.5     $              6.0
Hollywood Casino Aurora              $     100.6            - %   $              6.0     $              1.5
Hollywood Casino Lawrenceburg        $      24.7            - %   $             11.5     $              3.5
Hollywood Casino St. Louis           $     211.9          8.1 %   $                -     $                -
Margaritaville Resort Casino         $      35.2            - %   $              4.5     $              1.0

Gaming licenses
Ameristar East Chicago               $      55.6            - %   $              7.5     $              2.0
Boomtown Bossier City                $       9.5            - %   $              2.0     $              0.5
Boomtown New Orleans                 $      62.5            - %   $              7.5     $              2.0
Greektown Hotel Casino               $     166.4         19.3 %   $                -     $                -

Hollywood Gaming at Dayton Raceway $ 110.4 10.8 % $

        -     $                -
Hollywood Gaming at Mahoning Valley
Race Course                          $     125.0         14.8 %   $                -     $                -
L'Auberge Baton Rouge                $      36.0            - %   $             10.0     $              3.0
L'Auberge Lake Charles               $     220.5            - %   $             26.0     $              7.5

Margaritaville Resort Casino $ 48.1 3.9 % $

        -     $                -
Meadows Racetrack and Casino         $      51.5            - %   $              6.5     $              2.0
River City Casino                    $     132.5            - %   $             14.0     $              4.0

Trademarks
Ameristar Black Hawk                 $      27.5            - %   $              2.5     $              0.5
Ameristar Council Bluffs             $      22.0            - %   $              1.5     $              0.5
Ameristar East Chicago               $      16.0            - %   $              1.5     $              0.5
Ameristar Vicksburg                  $      13.0            - %   $              1.0     $                -
Boomtown Bossier City                $       3.5            - %   $              0.5     $                -
Boomtown New Orleans                 $      15.5            - %   $              1.5     $              0.5
Cactus Petes and Horseshu            $       8.5            - %   $              1.0     $                -
L'Auberge Baton Rouge                $      14.0            - %   $              1.5     $              0.5
L'Auberge Lake Charles               $      47.5            - %   $              4.0     $              1.0
Meadows Racetrack and Casino         $      19.0            - %   $              1.5     $                -
River City Casino                    $      30.0            - %   $              2.5     $              0.5



                   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
For information with respect to new accounting pronouncements and the impact of
these pronouncements on our unaudited Condensed Consolidated Financial
Statements, see   Note 3, "New Accounting Pronouncements,"   in the notes to our
unaudited Condensed Consolidated Financial Statements.


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             IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
can be identified by the use of forward-looking terminology such as "expects,"
"believes," "estimates," "projects," "intends," "plans," "seeks," "may," "will,"
"should," or "anticipates" or the negative or other variations of these or
similar words, or by discussions of future events, strategies or risks and
uncertainties. Specifically, forward looking statements include, but are not
limited to, statements regarding: COVID-19; the length of time our gaming
properties will be required to remain closed and the impact of these closures on
our business and our stakeholders; demand for gaming once the gaming properties
reopen as well as the impact of post-opening restrictions; the impact of
COVID-19 on general economic conditions, capital markets, unemployment and our
liquidity, operations, supply chain and personnel; the potential benefits and
expected timing of the Morgantown and Perryville transactions with GLPI; our
estimated cash burn and future liquidity, future revenue and Adjusted EBITDAR;
availability of potential benefits to us under the CARES Act or other
legislation that may be enacted in response to the COVID-19 pandemic; the
expected benefits and potential challenges of the investment in Barstool Sports,
including the benefits for our online and retail sports betting and iCasino
products; the expected financial returns from the transaction with Barstool
Sports; the expected launch of the Barstool-branded mobile sports betting
product and its future revenue and profit contributions; growth opportunities
and potential synergies related to the Pinnacle Acquisition; our ability to
obtain third-party approvals, including regulatory approvals; our expectations
of future results of operations and financial condition; our expectations for
our properties, our development projects or our iGaming initiatives; the timing,
cost and expected impact of planned capital expenditures on our results of
operations; our expectations with regard to the impact of competition; our
expectations with regard to acquisitions, potential divestitures and development
opportunities, as well as the integration of and synergies related to any
companies we have acquired or may acquire; the outcome and financial impact of
the litigation in which we are or will be periodically involved; the actions of
regulatory, legislative, executive or judicial decisions at the federal, state
or local level with regard to our business and the impact of any such actions;
our ability to maintain regulatory approvals for our existing businesses and to
receive regulatory approvals for our new business partners; our expectations
with regard to the impact of competition in online sports betting, iGaming and
retail/mobile sportsbooks as well as the potential impact of this business line
on our existing businesses; the performance of our partners in online sports
betting, iGaming and retail/mobile sportsbooks, including the risks associated
with any new business, the actions of regulatory, legislative, executive or
judicial decisions at the federal, state or local level with regard to online
sports betting, iGaming and retail/mobile sportsbooks and the impact of any such
actions; and our expectations regarding economic and consumer conditions. Such
statements are all subject to risks, uncertainties and changes in circumstances
that could significantly affect the Company's future financial results and
business.
Accordingly, the Company cautions that the forward-looking statements contained
herein are qualified by important factors that could cause actual results to
differ materially from those reflected by such statements. Such factors include,
but are not limited to: (a) the magnitude and duration of the impact of the
COVID-19 pandemic on general market conditions, capital markets, unemployment
and our liquidity, operations, supply chain and personnel; (b) industry, market,
economic, political, regulatory and health conditions; (c) disruptions in
operations from data protection breaches, cyberattacks, extreme weather
conditions, medical epidemics or pandemics such as the COVID-19, and other
natural or manmade disasters or catastrophic events; (d) the reopening of our
gaming properties are subject to various conditions, including numerous
regulatory approvals and potential delays and operational restrictions; (e) our
ability to access additional capital on favorable terms or at all; (f) our
ability to remain in compliance with the financial covenants of our debt
obligations; (g) the consummation of the proposed Morgantown and Perryville
transactions with GLPI are subject to various conditions, including third-party
agreements and approvals, and accordingly may be delayed or may not occur at
all; (h) actions to reduce costs and improve efficiencies to mitigate losses as
a result of the COVID-19 pandemic could negatively impact guest loyalty and our
ability to attract and retain employees; (i) the outcome of any legal
proceedings that may be instituted against us or our directors, officers or
employees; (j) the impact of new or changes in current laws, regulations, rules
or other industry standards; (k) the ability of our operating teams to drive
revenue and margins; (l) the impact of significant competition from other gaming
and entertainment operations; (m) our ability to obtain timely regulatory
approvals required to own, develop and/or operate our properties, or other
delays, approvals or impediments to completing our planned acquisitions or
projects, construction factors, including delays, and increased costs; (n) the
passage of state, federal or local legislation (including referenda) that would
expand, restrict, further tax, prevent or negatively impact operations in or
adjacent to the jurisdictions in which we do or seek to do business (such as a
smoking ban at any of our properties or the award of additional gaming licenses
proximate to our properties, as recently occurred with Illinois and Pennsylvania
legislation); (o) the effects of local and national economic, credit, capital
market, housing, and energy conditions on the economy in general and on the
gaming and lodging industries in particular; (p) the activities of our
competitors (commercial and tribal) and the rapid emergence of new competitors
(traditional, internet, social, sweepstakes based and VGTs in bars and truck
stops); (q) increases in the effective rate of taxation for any of our
operations or at the corporate level; (r) our ability to identify attractive
acquisition and development opportunities (especially in new business lines) and
to agree to terms with, and maintain good relationships with
partners/municipalities for such transactions; (s) the

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costs and risks involved in the pursuit of such opportunities and our ability to
complete the acquisition or development of, and achieve the expected returns
from, such opportunities; (t) our expectations for the continued availability
and cost of capital; (u) the impact of weather, including flooding, hurricanes
and tornadoes; (v) changes in accounting standards; (w) the risk of failing to
maintain the integrity of our information technology infrastructure and
safeguard our business, employee and customer data (particularly as our iGaming
division grows); (x) with respect to our iGaming and sports betting endeavors,
the impact of significant competition from other companies for online sports
betting, iGaming and sportsbooks, our ability to achieve the expected financial
returns related to our investment in Barstool Sports, our ability to obtain
timely regulatory approvals required to own, develop and/or operate sportsbooks
may be delayed and there may be impediments and increased costs to launching the
online betting, iGaming and sportsbooks, including delays, and increased costs,
intellectual property and legal and regulatory challenges, as well as our
ability to successfully develop innovative products that attract and retain a
significant number of players in order to grow our revenues and earnings, our
ability to establish key partnerships, our ability to generate meaningful
returns and the risks inherent in any new business; (y) with respect to our
proposed Pennsylvania Category 4 casinos in York and Berks counties, risks
relating to construction, and our ability to achieve our expected budgets,
timelines and investment returns, including the ultimate location of other
gaming properties in the Commonwealth of Pennsylvania; and (z) other factors as
discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2019, this Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2020 and subsequent Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, each as filed with the U.S. Securities and Exchange
Commission. The Company does not intend to update publicly any forward-looking
statements except as required by law.

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