PENN ENTERTAINMENT, INC. 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 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 endedDecember 31, 2020 . EXECUTIVE OVERVIEW Our BusinessPenn 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, online gaming, retail and online sports betting operations, and video gaming terminal ("VGT") operations. Our wholly-owned interactive division,Penn Interactive Ventures, LLC ("Penn Interactive"), operates retail sports betting across the Company's portfolio, as well as online sports betting, online social casino, bingo and online casinos ("iGaming"). The Company holds a 36% (inclusive of 1% on a delayed basis) equity interest inBarstool Sports, Inc. ("Barstool Sports "), a leading digital sports, entertainment, lifestyle and media company, and entered into a strategic relationship withBarstool Sports , wherebyBarstool Sports will exclusively promote the Company's land-based retail sportsbooks, iGaming products and online sports betting products, including the Barstool Sportsbook mobile app, to its national audience. We launched an app called Barstool Sportsbook and Casino inPennsylvania ,Michigan ,Illinois andIndiana , and anticipate extending this footprint to other states by the end of the year. Our mychoice® customer loyalty program (the "mychoice program") currently has over 20 million members and provides such members with various benefits, including complimentary goods and/or services. The Company's strategy continues to evolve from an owner and manager of gaming and racing properties into an omni-channel provider of retail and online gaming, and sports betting entertainment. As ofJune 30, 2021 , we owned, managed, or had ownership interests in 41 gaming and racing properties in 19 states and were licensed to offer live sports betting at our properties inColorado ,Illinois ,Indiana ,Iowa ,Michigan ,Mississippi ,Nevada ,Pennsylvania andWest Virginia . 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"). In addition, we will soon commence operations of two Category 4 satellite gaming casinos inPennsylvania :Hollywood Casino York , which is scheduled to openAugust 12, 2021 , andHollywood Casino Morgantown is expected to commence operations by the end of 2021. Update on the Impact of the COVID-19 Pandemic: As ofJune 30, 2021 , all of our properties have reopened, and majority of our properties are operating at full capacity while adhering to state mandated health and safety protocols. Recent Acquisitions, Development Projects and Other InFebruary 2020 , we closed on our investment inBarstool Sports pursuant to a stock purchase agreement withBarstool Sports and certain stockholders ofBarstool Sports , in which we purchased 36% (inclusive of 1% on a delayed basis) of the common stock ofBarstool Sports for a purchase price of$161.2 million . Within three years after the closing of the transaction (or earlier at our election), we will increase our ownership inBarstool Sports to approximately 50% by purchasing approximately$62.0 million worth of additional shares ofBarstool Sports common stock, consistent with the implied valuation at the time of the initial investment, which was$450.0 million . With respect to the remainingBarstool Sports shares, we have immediately exercisable call rights, and the existingBarstool 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, subject to such cap, a floor of 2.25 times the annualized revenue ofBarstool Sports , all subject to various adjustments). Upon closing, we becameBarstool 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 iGaming products. As noted above, Penn Interactive operates theBarstool Sports mobile app inPennsylvania ,Michigan ,Illinois andIndiana . In addition, Penn Interactive has entered into multi-year agreements with leading sports betting operators for online sports betting and iGaming market access across our portfolio of properties. OnMay 11, 2021 , we acquired 100% of the outstanding equity ofHitPoint Inc. andLucky Point Inc. (collectively, "Hitpoint"). The purchase price totaled$12.7 million , consisting of$6.2 million in cash,$3.5 million of the Company's common equity, and a$3.0 million contingent liability. The contingent liability is payable in annual installments over three 33 -------------------------------------------------------------------------------- Table of Contents years, through a combination of cash and the Company's common equity, and is based on achievement of certain performance factors. The preliminary purchase price allocation resulted in recognition of$8.5 million of goodwill,$4.3 million in developed technology which is included in "Other intangible assets, net" within the unaudited Consolidated Balance Sheets, along with other miscellaneous operating assets and liabilities. OnApril 16, 2020 , we sold the real estate assets associated with ourTropicana Las Vegas Hotel and Casino, Inc. ("Tropicana") property to GLPI in exchange for rent credits of$307.5 million and utilized them to pay rent under our existing Master Leases and the Meadows Racetrack and Casino Lease (as defined in Note 9 , "Leases" of our unaudited Consolidated Financial Statements,) beginning inMay 2020 . Contemporaneous with the sale, the Company entered into the Tropicana Lease (as defined and discussed in Note 9, "Leases" of our unaudited Consolidated Financial Statements ). Pursuant to the purchase agreement, GLPI would conduct a sale process with respect to both the real estate assets and the operations of Tropicana for up to 24 months (the "Sale Period"), with the Company receiving (i) 75% of the proceeds above$307.5 million plus certain taxes, expenses and costs if an agreement for such sale is signed in the first 12 months of the Sale Period or (ii) 50% of the proceeds above$307.5 million plus certain taxes, expenses and costs if an agreement for such sale is signed in the remainder of the Sale Period. OnApril 13, 2021 , GLPI announced that it entered into a binding term sheet withBally's Corporation ("Bally's") wherebyBally's plans to acquire both GLPI's non-land real estate assets and Penn's outstanding equity interests in Tropicana, which has the gaming license and operates the Tropicana, for an aggregate cash acquisition price of$150.0 million . GLPI will retain ownership of the land and will concurrently enter into a 50-year ground lease with initial annual rent of$10.5 million . This transaction is expected to close in late 2021 or early 2022, subject to Penn, GLPI andBally's entering into definitive agreements and obtaining regulatory approval. OnDecember 15, 2020 , we entered into a definitive agreement with GLPI to purchase the operations ofHollywood Casino Perryville for$31.1 million . The transaction closed onJuly 1, 2021 . Simultaneous with the closing, we entered into a lease with GLPI for the real estate assets associated withHollywood Casino Perryville for initial annual rent of$7.8 million per year subject to escalation. OnMarch 15, 2021 , we entered into a purchase agreement withPM Texas Holdings, LLC for the purchase of the remaining 50% ownership interest in theSam Houston Race Park inHouston, Texas , theValley Race Park inHarlingen, Texas , and a license to operate a racetrack inAustin, Texas . The purchase price consists of$56.0 million ,, comprised of$42.0 million in cash and$14.0 million of the Company's common equity, as well as a contingent consideration. The contingent consideration will be triggered in the event theState of Texas establishes a statutory framework authorizing land-based gaming or online gaming operations in the state prior to the ten-year anniversary of the closing date. The transaction closedAugust 1, 2021 . OnAugust 4, 2021 , we entered into an agreement with Score Media and Gaming Inc., aBritish Columbia corporation ("theScore"), under which we will acquire theScore in a cash and stock transaction valued at approximately$2.0 billion at the agreement date. Under the terms of the agreement, theScore shareholders will receive (a)US$17.00 in cash consideration, and (b) 0.2398 of a share of common stock, par value$0.01 per share, of the Company's common equity for each theScore share. The agreement is conditioned upon obtaining theScore shareholders' approval and is subject to regulatory approval. Operating and Competitive Environment Most of our properties operate in mature, competitive markets. We 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 the COVID-19 pandemic evolves, we continue to adjust operations and cost structures at our properties to reflect the changing economic and health and safety conditions. We also continue to focus on 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 by partnering with third-party operators such as Choice Hotels International, Inc. to expand our loyalty program, as well as through accretive acquisitions or investments, such asBarstool Sports , capitalize on organic growth opportunities from the development of new properties or the expansion of recently-developed business lines, and develop partnerships that allow us to enter new jurisdictions for iGaming and sports betting. 34 -------------------------------------------------------------------------------- Table of Contents 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, significant growth of Native American gaming tribes, historic racing or state-sponsored i-lottery products in or adjacent to states we operate in; and other forms of gaming in theU.S. 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, high fuel or other transportation costs, and most recently, the effects of the COVID-19 pandemic. 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. 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 85% and 89% of our gaming revenue for the six months endedJune 30, 2021 and 2020) and, to a lesser extent, table games and sports betting. Aside from gaming revenue, our revenues are primarily 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 10% of slot handle, and our typical table game hold percentage is in the range of approximately 14% to 27% 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 (as defined in "Liquidity and Capital Resources" ), 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 inJackpot, 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 Consolidated Financial Statements.
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Table of Contents
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 June
30, For the six months ended June 30,
(dollars in millions) 2021 2020 2021 2020
Revenues:
Northeast segment $ 652.5 $ 102.7 $ 1,223.4 $ 623.4
South segment 368.2 121.5 664.1 344.8
West segment 140.4 17.7 237.0 144.3
Midwest segment 294.8 36.0 529.5 264.1
Other (1) 97.7 27.6 185.6 47.9
Intersegment eliminations (2) (7.8) - (18.9) (2.9)
Total $ 1,545.8 $ 305.5 $ 2,820.7 $ 1,421.6
Net income (loss) $ 198.7 $ (214.4) $ 289.6 $ (823.0)
Adjusted EBITDAR:
Northeast segment $ 231.6 $ (3.6) $ 424.8 $ 120.9
South segment 177.1 44.4 311.0 97.0
West segment 61.4 (3.0) 96.6 21.6
Midwest segment 142.2 (4.6) 248.2 64.9
Other (1) (25.7) (8.7) (47.0) (27.6)
Total (3) 586.6 24.5 1,033.6 276.8
Rent expense associated with triple net
operating leases (4) (116.5) (103.8) (226.9) (201.3)
Adjusted EBITDA (3) $ 470.1 $ (79.3) $ 806.7 $ 75.5
Net income (loss) margin 12.9 % (70.2) % 10.3 % (57.9) %
Adjusted EBITDAR margin (3) 37.9 % 8.0 % 36.6 % 19.5 %
Adjusted EBITDA margin 30.4 % (26.0) % 28.6 % 5.3 %
(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 ; our management
contract for Retama Park Racetrack and our live and televised poker tournament
series that operates under the trade name, Heartland Poker Tour ("HPT"). The
Other category also includes Penn Interactive, which operates our social gaming,
internally-branded retail sportsbooks, iGaming and our Barstool Sports mobile
app. 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. In addition, Adjusted EBITDAR of the Other category includes our
proportionate share of the net income or loss of Barstool Sports after adding
back our share of non-operating items (such as interest expense, net; income
taxes; depreciation and amortization; and stock-based compensation expense).
(2)Primarily represents the elimination of intersegment revenues associated with
our internally-branded retail sportsbooks, which are operated by Penn
Interactive.
(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, and the related margin, is presented on a
consolidated basis outside the financial statements solely as a valuation
metric.
(4)Solely comprised of rent expense associated with the operating lease
components contained within our triple net master lease dated November 1, 2013
with GLPI and the triple net master lease assumed in connection with our
acquisition of Pinnacle Entertainment, Inc. (primarily land), our individual
triple net leases with GLPI for the real estate assets used in the operation of
Tropicana and Meadows Racetrack and Casino, and our
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Table of Contents
individual triple net leases with VICI Properties Inc. for the real estate
assets used in the operations of Margaritaville Casino Resort and Greektown
Casino-Hotel (of which the Tropicana Lease, Meadows Lease, Margaritaville Lease
and the Greektown Lease are defined in "Liquidity and Capital Resources" )
and are referred to collectively as our "triple net operating leases". The
finance lease components contained within the Master Leases (primarily
buildings) and the financing obligation associated with the Morgantown Lease (as
defined in "Liquidity and Capital Resources" ) result in interest expense, as
opposed to rent expense.
Consolidated comparison of the three and six months ended June 30, 2021 and
2020.
Revenues
The following table presents our consolidated revenues:
For the three months ended June For the six months ended June
30, Change 30, Change
(dollars in millions) 2021 2020 $ % 2021 2020 $ %
Revenues
Gaming $ 1,305.5 $ 259.2 $ 1,046.3 403.7 % $ 2,387.5 $ 1,162.1 $ 1,225.4 105.4 %
Food, beverage, hotel and
other 240.3 46.3 194.0 419.0 % 433.2 259.5 173.7 66.9 %
Total revenues $ 1,545.8 $ 305.5 $ 1,240.3 406.0 % $ 2,820.7 $ 1,421.6 $ 1,399.1 98.4 %
Gaming revenues for the three and six months ended June 30, 2021 increased
$1,046.3 million and $1,225.4 million , respectively, compared to the prior year
corresponding periods, primarily due to a full quarter of operating results in
the current periods, strong visitation levels, and increased length of play. The
prior year periods were negatively impacted by the COVID-19 pandemic, which
caused temporary closures of all of our properties during the three and six
months ended June 30, 2020 .
Food, beverage, hotel and other revenues for the three and six months ended
June 30, 2021 increased $194.0 million and $173.7 million , respectively,
compared to the prior year corresponding periods, primarily due to strong
visitation levels, increased length of play, and lifting of capacity and
operational restrictions previously in place in response to the COVID-19
pandemic. Additionally, other revenues include a gross-up of gaming tax
reimbursement amounts derived from arrangements which allow for our third party
partners to operate online casinos and online sportsbooks under our gaming
licenses of $46.0 million and $85.5 million for the three and six months ended
June 30, 2021 , respectively. The prior year periods were negatively impacted by
the COVID-19 pandemic, which caused temporary closures of all of our properties
during the three and six months ended June 30, 2020 . Additionally during 2020,
upon reopening our properties operated within locally restricted capacity and
limited food and beverage and other amenity offerings.
For the six month period ended June 30, 2021 , our properties experienced strong
visitation levels and increased length of play across all age segments of our
player database, attributable to the increased willingness of the 55+ age group
to engage in social gatherings as vaccines continue to roll out across the
country and the younger demographic's continued engagement even as other
entertainment options become available. In addition, our unrated play continues
to perform well as we work to introduce these customers into our mychoice
loyalty program. See "Segment comparison of the three and six months ended
June 30, 2021 and 2020" 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 June For the six months ended June
30, Change 30, Change
(dollars in millions) 2021 2020 $ % 2021 2020 $ %
Operating expenses
Gaming $ 620.9 $ 142.0 $ 478.9 337.3 % $ 1,148.7 $ 642.9 $ 505.8 78.7 %
Food, beverage, hotel and other 148.6 32.9 115.7 351.7 % 271.7 189.9 81.8 43.1 %
General and administrative 316.5 204.1 112.4 55.1 % 642.7 511.1 131.6 25.7 %
Depreciation and amortization 81.9 91.9 (10.0) (10.9) % 163.2 187.6 (24.4) (13.0) %
Impairment losses - - - - % - 616.1 (616.1) (100.0) %
Total operating expenses $ 1,167.9 $ 470.9 $ 697.0 148.0 % $ 2,226.3 $ 2,147.6 $ 78.7 3.7 %
37-------------------------------------------------------------------------------- Table of Contents Gaming expenses consist primarily of salaries and wages associated with our gaming operations and gaming taxes. Gaming expenses for the three and six months endedJune 30, 2021 increased$478.9 million and$505.8 million , respectively, compared to the prior year corresponding periods, primarily due to an increase in gaming taxes resulting from the increase in gaming revenues, as discussed above. Additionally, during the three and six months endedJune 30, 2020 , our properties were temporarily closed as a result of the COVID-19 pandemic, which reduced our gaming taxes, marketing expenses, and salaries and wages. Food, beverage, hotel and other expenses consist primarily of salaries and wages and costs of goods sold associated with our food, beverage, hotel, retail, racing, and other operations. Also included in other expenses are gaming taxes of$46.0 million and$85.5 million for the three and six months endedJune 30, 2021 , respectively, on revenues derived from arrangements which allow for third party partners to operate online casinos and online sportsbooks under our gaming licenses for which we collect and remit applicable gaming taxes. Food, beverage, hotel and other expenses for the three and six months endedJune 30, 2021 increased$115.7 million and$81.8 million , respectively, compared to the prior year corresponding periods, primarily due to the inclusion of the gaming taxes in the current year periods, discussed above, and due to continued revenue recovery in food, beverage, hotel and other activity as various health and safety restrictions are relaxed or lifted. In response to the COVID-19 pandemic, we implemented cost saving measures such as: operating with a reduced workforce, focusing on higher margin gaming offerings, reducing marketing costs, and limiting certain lower margin food and beverage offerings which reduced our salaries and wages, costs of goods sold, and other expenses which helped mitigate our food, beverage, hotel and other expenses during the first six months of 2021 as compared to the previous year corresponding periods. General and administrative expenses include items such as compliance, facility maintenance, utilities, property and liability insurance, surveillance and security, lobbying expenses, 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 stock-based compensation expense; pre-opening expenses; acquisition and transaction costs; gains and losses on disposal of assets; changes in the fair value of our contingent purchase price obligations; expense associated with cash-settled stock-based awards (including changes in fair value thereto); restructuring costs (primarily severance) associated with a company-wide initiative triggered by the COVID-19 pandemic; and rent expense associated with our triple net operating leases. For the three months endedJune 30, 2021 , general and administrative expenses increased period over period primarily due to a$70.6 million increase in payroll expenses as minimal payroll costs were incurred as a result of property closures during the three months endedJune 30, 2020 , and a$12.7 million increase in rent expenses associated with our triple net operating leases, offset by a$28.5 million decrease associated with the Company's cash-settled stock-based awards. Additionally, the prior year quarter included a$28.5 million gain on disposal of capital assets related to sale of our Tropicana property inApril 2020 . For the six months endedJune 30, 2021 , general and administrative expenses increased period over period primarily due to an increase of$49.2 million in payroll expenses as minimal payroll costs were incurred as a result of property closures during the six months endedJune 30, 2020 , a$25.6 million increase in rent expenses associated with our triple net operating leases, principally related to the Tropicana Lease, and the inclusion of the gain on the sale of our Tropicana property discussed above. Depreciation and amortization for the three and six months endedJune 30, 2021 decreased period over period primarily due to fixed assets and intangible assets becoming fully depreciated and amortized, and the sale of the real estate assets of Tropicana inApril 2020 . Impairment losses for the six months endedJune 30, 2020 primarily relates 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. During the first quarter of 2020, we identified an indicator of impairment triggered by the COVID-19 pandemic, which caused all of our gaming properties to temporarily close. There were no impairment losses during the three and six months endedJune 30, 2021 . 38 -------------------------------------------------------------------------------- Table of Contents Other income (expenses) The following table presents our consolidated other income (expenses): For the three months ended June For the six months ended June 30, Change 30, Change (dollars in millions) 2021 2020 $ % 2021 2020 $ % Other income (expenses) Interest expense, net$ (138.0) $ (135.0) $ (3.0) 2.2 %$ (273.7) $ (264.8) $ (8.9) 3.4 % Income from unconsolidated affiliates$ 9.1 $ (1.7) $ 10.8 N/M$ 18.7 $ 2.4 $ 16.3 679.2 % Other$ 2.8 $ 29.3 $ (26.5) (90.4) %$ 23.9 $ 7.5 $ 16.4 218.7 % Income tax benefit (expense)$ (53.1) $ 58.4 $ (111.5) N/M$ (73.7) $ 157.9 $ (231.6) N/M N/M - Not meaningful Interest expense, net increased for the three and six months endedJune 30, 2021 , as compared to the prior year corresponding periods, due to an increase in interest expense related to the issuance of our 2.75% Convertible Notes in May, 2020 and interest expense related to our Other long-term obligations. Income from unconsolidated affiliates relates principally toBarstool Sports and ourKansas Entertainment joint venture. The increase for the three and six months endedJune 30, 2021 , as compared to the prior year corresponding periods, was due to ongoing positive results in the operations atHollywood Casino at Kansas Speedway , which was closed for a period during the three and six months endedJune 30, 2020 , and income earned from ourBarstool Sports investment, which we completed in February, 2020. We record our proportionate share ofBarstool Sports' net income or loss one quarter in arrears. Other includes miscellaneous income and expense items and primarily relates to unrealized gains and losses on equity securities (including warrants), held by Penn Interactive and unrealized gains and losses related to certainBarstool Sports shares. The securities are multi-year agreements with sports betting operators for online sports betting and related iGaming market access across our portfolio. During the three and six months endedJune 30, 2021 we recorded an unrealized holding loss of$7.4 million and an unrealized holding gain of$18.8 million , respectively, compared to unrealized holding gains of$29.5 million and$7.7 million for the three and six months endedJune 30, 2020 , respectively. During the three months endedJune 30, 2021 the$7.4 million unrealized holding loss was offset by a$5.8 million unrealized gain related to certainBarstool Sports shares and other miscellaneous income. Income tax benefit (expense) was a$53.1 million and$73.7 million expense for the three and six months endedJune 30, 2021 , respectively, as compared to a$58.4 million and$157.9 million benefit for the three and six months endedJune 30, 2020 , respectively. Our effective tax rate (income taxes as a percentage of income or loss from operations before income taxes) including discrete items was 21.1% and 20.3% for the three and six months endedJune 30, 2021 respectively, as compared to 21.4% and 16.1% for the three and six months endedJune 30, 2020 , respectively. The change in the effective rate for the six months endedJune 30, 2021 as compared to the prior year period was primarily due to an increase of pre-tax income. Our effective income tax rate can vary each reporting 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. 39
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Table of Contents Segment comparison of the three and six months endedJune 30, 2021 and 2020 Northeast Segment For the three months ended June For the six months ended June 30, Change 30, Change (dollars in millions) 2021 2020 $ % 2021 2020 $ % Revenues Gaming$ 602.5 $ 94.1 $ 508.4 540.3 %$ 1,129.5 $ 552.8 $ 576.7 104.3 % Food, beverage, hotel and other 50.0 8.6 41.4 481.4 % 93.9 70.6 23.3 33.0 % Total revenues$ 652.5 $ 102.7 $ 549.8 535.3 %$ 1,223.4 $ 623.4 $ 600.0 96.2 % Adjusted EBITDAR$ 231.6 $ (3.6) $ 235.2 N/M$ 424.8 $ 120.9 $ 303.9 251.4 % Adjusted EBITDAR margin 35.5 % (3.5) % 3,900 bps 34.7 % 19.4 % 1,530 bps N/M - Not meaningful The Northeast segment's revenues for the three and six months endedJune 30, 2021 increased by$549.8 million and$600.0 million , respectively, over the prior year corresponding periods, primarily due to a full quarter of operating results in the current year periods, strong visitation levels, and increased length of play. During the three and six months endedJune 30, 2020 , the COVID-19 pandemic caused temporary closures of all of our properties which negatively impacted our operations. Our properties located atGreektown ,Bangor andPlainridge Park were temporarily closed during the entire quarter endedJune 30, 2020 . For the three months endedJune 30, 2021 , the Northeast segment's Adjusted EBITDAR increased$235.2 million , and Adjusted EBITDAR margin increased to 35.5% due to high proportionate share of gaming activity yielding a higher overall Adjusted EBITDAR margin and due to the negative impact of temporary closures during the three months endedJune 30, 2020 . For the six months endedJune 30, 2021 , the Northeast segment's Adjusted EBITDAR increased by$303.9 million and Adjusted EBITDAR margin increased to 34.7% primarily due to a higher proportionate share of gaming activity yielding a higher overall Adjusted EBITDAR margin, and cost saving initiatives implemented throughout the prior year, designed to mitigate revenue degradation in 2020, such as: operating with a reduced workforce, focusing on higher margin gaming offerings, reducing marketing costs, and limiting certain lower margin food and beverage offerings. South Segment For the three months ended June For the six months ended June 30, Change 30, Change (dollars in millions) 2021 2020 $ % 2021 2020 $ % Revenues Gaming$ 304.4 $ 103.7 $ 200.7 193.5 %$ 549.8 $ 272.3 $ 277.5 101.9 % Food, beverage, hotel and other 63.8 17.8 46.0 258.4 % 114.3 72.5 41.8 57.7 % Total revenues$ 368.2 $ 121.5 $ 246.7 203.0 %$ 664.1 $ 344.8 $ 319.3 92.6 % Adjusted EBITDAR$ 177.1 $ 44.4 $ 132.7 298.9 %$ 311.0 $ 97.0 $ 214.0 220.6 % Adjusted EBITDAR margin 48.1 % 36.5 % 1,160 bps 46.8 % 28.1 % 1,870 bps The South segment's revenues for the three and six months endedJune 30, 2021 increased by$246.7 million and$319.3 million , respectively, primarily due to a full quarter and year-to-date operating results in the current year periods, strong visitation levels, and increased length of play. During the three and six months endedJune 30, 2020 , the COVID-19 pandemic caused temporary closures of all of our properties which negatively impacted our operations. For the three months endedJune 30, 2021 , the South segment's Adjusted EBITDAR increased$132.7 million , and Adjusted EBITDAR margin increased to 48.1%, due to high proportionate share of gaming activity yielding a higher overall Adjusted EBITDAR margin and due to the negative impact of temporary closures during the three months endedJune 30, 2020 . For the six months endedJune 30, 2021 , the South segment's Adjusted EBITDAR increased$214.0 million and Adjusted EBITDAR margin increased to 46.8% primarily due to a higher proportionate share of gaming activity yielding a higher overall 40 -------------------------------------------------------------------------------- Table of Contents Adjusted EBITDAR margin, and cost saving initiatives implemented throughout the prior year designed to mitigate revenue degradation in 2020, such as: operating with a reduced workforce, focusing on higher margin gaming offerings, reducing marketing costs, and limiting certain lower margin food and beverage offerings. West Segment For the three months ended For the six months ended June June 30, Change 30, Change (dollars in millions) 2021 2020 $ % 2021 2020 $ % Revenues Gaming$ 96.7 $ 12.8 $ 83.9 655.5 %$ 165.8 $ 84.7 $ 81.1 95.7 % Food, beverage, hotel and other 43.7 4.9 38.8 791.8 % 71.2 59.6 11.6 19.5 % Total revenues$ 140.4 $ 17.7 $ 122.7 693.2 %$ 237.0 $ 144.3 $ 92.7 64.2 % Adjusted EBITDAR$ 61.4 $ (3.0) $ 64.4 N/M$ 96.6 $ 21.6 $ 75.0 347.2 % Adjusted EBITDAR margin 43.7 % (16.9) % 6,060 bps 40.8 % 15.0 % 2,580 bps N/M - Not meaningful The West segment's revenues for the three and six months endedJune 30, 2021 increased by$122.7 million and$92.7 million , respectively, primarily due to a full quarter of operating results in the current year periods, strong visitation levels, and increased length of play. During the three and six months endedJune 30, 2020 , the COVID-19 pandemic caused temporary closures of all of our properties which negatively impacted our operations. Our Tropicana andZia Park properties were temporarily closed during the entire quarter endedJune 30, 2020 . For the three months endedJune 30, 2021 , the West segment's Adjusted EBITDAR increased$64.4 million and Adjusted EBITDAR margin increased to 43.7% due to high proportionate share of gaming activity yielding a higher overall Adjusted EBITDAR margin and due to the negative impact of temporary closures during the three months endedJune 30, 2020 . For the six months endedJune 30, 2021 , the West segment's Adjusted EBITDAR increased$75.0 million and Adjusted EBITDAR margin increased to 40.8% primarily due to a higher proportionate share of gaming activity yielding a higher overall Adjusted EBITDAR margin, and cost saving initiatives implemented throughout the prior year designed to mitigate revenue degradation in 2020, such as: operating with a reduced workforce, focusing on higher margin gaming offerings, reducing marketing costs, and limiting certain lower margin food and beverage offerings. Midwest Segment For the three months ended For the six months ended June June 30, Change 30, Change (dollars in millions) 2021 2020 $ % 2021 2020 $ % Revenues Gaming$ 272.1 $ 33.5 $ 238.6 712.2 %$ 489.0 $ 229.7 $ 259.3 112.9 % Food, beverage, hotel and other 22.7 2.5 20.2 808.0 % 40.5 34.4 6.1 17.7 % Total revenues$ 294.8 $ 36.0 $ 258.8 718.9 %$ 529.5 $ 264.1 $ 265.4
100.5 %
Adjusted EBITDAR$ 142.2 $ (4.6) $ 146.8 N/M$ 248.2 $ 64.9 $ 183.3 282.4 % Adjusted EBITDAR margin 48.2 % (12.8) % 6,100 bps 46.9 % 24.6 % 2,230 bps N/M - Not meaningful The Midwest segment's revenues for the three and six months endedJune 30, 2021 increased by$258.8 million and$265.4 million , respectively, primarily due to a full quarter of operating results in the current year periods, strong visitation levels, and increased length of play. During the three and six months endedJune 30, 2020 , the COVID-19 pandemic caused temporary closures of all of our properties which negatively impacted our operations. OurAlton ,Aurora andJoliet properties were temporarily closed during the entire quarter endedJune 30, 2020 . For the three months endedJune 30, 2021 , the Midwest segment's Adjusted EBITDAR increased$146.8 million , and Adjusted EBITDAR margin increased to 48.2%, due to high proportionate share of gaming activity yielding a higher overall Adjusted EBITDAR margin and due to the negative impact of temporary closures during the three months endedJune 30, 2020 . 41 -------------------------------------------------------------------------------- Table of Contents For the six months endedJune 30, 2021 , the Midwest segment's Adjusted EBITDAR increased$183.3 million and Adjusted EBITDAR margin increased to 46.9% primarily due to a higher proportionate share of gaming activity yielding a higher overall Adjusted EBITDAR margin, and cost saving initiatives implemented throughout the prior year designed to mitigate revenue degradation in 2020, such as: operating with a reduced workforce, focusing on higher margin gaming offerings, reducing marketing costs, and limiting certain lower margin food and beverage offerings. Other For the three months ended For the six months ended June June 30, Change 30, Change (dollars in millions) 2021 2020 $ % 2021 2020 $ % Revenues Gaming$ 29.8 $ 15.1 $ 14.7 97.4 %$ 53.4 $ 22.7 $ 30.7 135.2 % Food, beverage, and other 67.9 12.5 55.4 443.2 % 132.2 25.2 107.0 424.6 % Total revenues$ 97.7 $ 27.6 $ 70.1 254.0 %$ 185.6 $ 47.9 $ 137.7 287.5 % Adjusted EBITDAR$ (25.7) $ (8.7) $ (17.0) 195.4 %$ (47.0) $ (27.6) $ (19.4) 70.3 % Total revenues for the Other category increased for the three and six months endedJune 30, 2021 , as compared to the prior year corresponding periods, primarily as a result of the activities at Penn Interactive. The three and six months endedJune 30, 2021 include a gross-up of gaming tax reimbursement amounts derived from arrangements which allow for our third party partners to operate online casinos and online sportsbooks under our gaming licenses of$46.0 million and$85.5 million , respectively. Penn Interactive's operations continue to build with the launch of the online Barstool Sportsbook inPennsylvania during the third quarter of 2020 and the launch ofMichigan ,Illinois andIndiana in 2021, and with ongoing increases in online social and real-money gaming revenue. Adjusted EBITDAR decreased by$17.0 million and$19.4 million for the three and six months endedJune 30, 2021 , respectively, as compared to the prior year corresponding periods, primarily due to increased expenses related to the ramp up of the Penn Interactive online sportsbook operations and increases in corporate overhead costs as operations returned to pre-pandemic levels. For the three and six months endedJune 30, 2021 , corporate overhead costs were$26.1 million and$50.1 million , as compared to$16.7 million and$40.9 million for the three and six months endedJune 30, 2020 . Non-GAAP Financial Measures Use and Definitions In addition to GAAP financial measures, management uses Adjusted EBITDA, Adjusted EBITDAR, Adjusted EBITDA margin, 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, net of 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 expenses; and other. Adjusted EBITDA is inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (such as interest expense, net; income taxes; depreciation and amortization; and stock-based compensation expense) added back forBarstool Sports, Inc. ("Barstool Sports ") and ourKansas Entertainment, LLC joint venture. Adjusted EBITDA is inclusive of rent expense associated with our triple net operating leases (the operating lease components contained within our triple net master lease datedNovember 1, 2013 with Gaming and Leisure Properties, Inc. ("GLPI") and the triple net master lease assumed in connection with our acquisition ofPinnacle Entertainment, Inc. (primarily land), our individual triple net leases with GLPI for the real estate assets used in the operation ofTropicana Las Vegas Hotel and Casino, Inc. and Meadows Racetrack and Casino, and our individual triple net leases with VICI Properties Inc. for the real estate assets used in the operations ofMargaritaville Casino Resort andGreektown Casino-Hotel). 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. 42 -------------------------------------------------------------------------------- Table of Contents 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 of 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 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. 43 -------------------------------------------------------------------------------- Table of Contents 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 June For the six months ended June 30, 30, (dollars in millions) 2021 2020 2021 2020 Net income (loss)$ 198.7 $ (214.4) $ 289.6 $ (823.0) Income tax expense (benefit) 53.1 (58.4) 73.7 (157.9) Loss (income) from unconsolidated affiliates (9.1) 1.7 (18.7) (2.4) Interest expense, net 138.0 135.0 273.7 264.8 Other income (2.8) (29.3) (23.9) (7.5) Operating income (loss) 377.9 (165.4) 594.4 (726.0) Stock-based compensation (1) 9.2 2.9 13.4 8.9 Cash-settled stock-based award variance (1)(2) (12.4) 16.1 9.1 7.2 Gain on disposal of assets (1) (0.1) (28.5) (0.2) (27.9) Contingent purchase price (1) 1.2 0.8 1.3 (1.4) Pre-opening expenses (1)(3) (0.4) 3.5 1.2 6.7 Depreciation and amortization 81.9 91.9 163.2 187.6 Impairment losses - - - 616.1 Insurance recoveries, net of deductible charges (1) - - - (0.1) Income (loss) from unconsolidated affiliates 9.1 (1.7) 18.7 2.4
Non-operating items of equity method investments (4) 1.4
1.1 3.0 2.0
Other expenses (1)(3)(5) 2.3 - 2.6 -
Adjusted EBITDA 470.1 (79.3) 806.7 75.5
Rent expense associated with triple net operating
leases (1) 116.5 103.8 226.9 201.3
Adjusted EBITDAR $ 586.6 $ 24.5 $ 1,033.6 $ 276.8
Net income (loss) margin 12.9 % (70.2) % 10.3 % (57.9) %
Adjusted EBITDA margin 30.4 % (26.0) % 28.6 % 5.3 %
Adjusted EBITDAR margin 37.9 % 8.0 % 36.6 % 19.5 %
(1) These items are included in "General and administrative" within the
Company's unaudited Consolidated Statements of Operations and Comprehensive
Income (Loss).
(2) Our 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 and six months ended June 30, 2021 , the
fluctuations in the price of the Company's common stock resulted in respective
gains and losses.
(3) During 2020 and during the first quarter of 2021, acquisition costs were
included within pre-opening and acquisition costs. As of and for the quarter
ended June 30, 2021 , acquisition costs are presented as part of other expenses.
(4) Consists principally of interest expense, net; income taxes; depreciation
and amortization; and stock-based compensation expense associated with Barstool
Sports and our Kansas Entertainment joint venture.
(5) Consists of finance transformation costs associated with the implementation
of our new Enterprise Resource Management system, other non-recurring
transaction costs, and non-recurring restructuring charges (primarily severance)
associated with a company-wide initiative, triggered by the COVID-19 pandemic,
designed to (i) improve the operational effectiveness across our property
portfolio; (ii) improve the effectiveness and efficiency of our Corporate
functional support area.
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 available cash resources, cash flow
from operations, acquisitions or investments, funding of construction for
development projects, and our compliance with covenants contained under our debt
agreements.
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For the six months ended June
30, Change
(dollars in millions) 2021 2020 $ %
Net cash provided by (used in) operating
activities $ 504.6 $ (130.9) $ 635.5 N/M
Net cash used in investing activities $ (99.1) $ (218.5) $ 119.4 (54.6)%
Net cash provided by financing activities $ 18.8 $ 1,155.1 $ (1,136.3) (98.4)%
N/M - Not meaningful
Operating Cash Flow
Net cash provided by operating activities of $504.6 million for the six months
ended June 30, 2021 , compared to net cash used of $130.9 million in the prior
year period, is principally due to increased gaming revenues as operations at
our properties benefited from strong visitation levels, increased length of
play, and higher overall Adjusted EBITDAR margins, resulting from cost saving
initiatives implemented throughout 2020, such as: operating with a reduced
workforce, focusing on higher margin gaming offerings, reducing marketing costs,
and limiting certain lower margin food and beverage offerings. Operating cash
flows in the prior year were negatively impacted by the temporary closures of
all of our properties due to the COVID-19 pandemic, which significantly
decreased cash receipts from customers, offset by the utilization of rent
credits resulting from the sale of our Tropicana property.
Investing Cash Flow
The decrease of $119.4 million in net cash used in investing activities for the
six months ended June 30, 2021 compared to the same period in the prior year was
due to the completion of our investment in Barstool Sports in February of 2020,
as well as decrease in capital expenditures, partially offset by $6.2 million in
cash consideration related to the Hitpoint acquisition and purchases of gaming
licenses and developed technology.
Capital Expenditures
Capital expenditures are accounted for as either project capital (new facilities
or expansions) or maintenance (replacement) capital expenditures. Cash provided
by operating activities as well as cash available under our Revolving Credit
Facility is used to fund our capital expenditures for six months ended June 30,
2021 and 2020.
Capital expenditures for the six months ended June 30, 2021 and 2020 were $64.6
million and $73.7 million , respectively. Capital expenditures related to our
York and Morgantown development project were $25.6 million for the six months
ended June 30, 2021 . Capital expenditures have decreased for the six months
ended June 30, 2021 , as compared to the prior year period, due to continued
cautionary spending and uncertainty surrounding the COVID-19 pandemic, which has
carried forward to the current year. We expect that as operations continue to
recover, capital expenditures will increase.
Financing Cash Flow
For the six months ended June 30, 2021 , net cash provided by financing
activities totaled $18.8 million compared to $1,155.1 million in net cash
provided in the prior year period. During the six months ended June 30, 2020 , we
had net borrowings under our Senior Secured Credit Facilities of $540.0 million ,
net cash proceeds of $322.2 million related to the issuance of our 2.75%
Convertible Notes, and net cash proceeds of $331.2 million related to the
issuance of the Company's common equity in May 2020 , which primarily resulted in
a decrease of $1,136.3 million as compared to the current year period.
Debt Issuances, Redemptions and Other Long-term Obligations
On March 13, 2020 , we borrowed the remaining available amount of $430.0 million
under our Revolving Credit Facility. 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.
On
In
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a price of par. After lender fees and discounts, net proceeds received by the
Company were $322.2 million . Interest on the Convertible Notes is payable on May
15th and November 15th of each year, commencing November 15, 2020 .
In February 2021 , the Company entered into a financing arrangement providing the
Company with upfront cash proceeds while permitting us to participate in future
proceeds on certain claims. The financing obligation has been classified as a
non-current liability, which is expected to be settled in a future period of
which the principal is contingent and predicated on other events. Consistent
with an obligor's accounting under a debt instrument, period interest will be
accreted using an effective interest rate of 27.0% and until such time that the
claims and related obligation is settled. The amount included in interest
expense related to this obligation was $3.7 million and $5.2 million for the
three and six months ended June 30, 2021 , respectively.
On July 1, 2021 . the Company completed an offering of $400.0 million aggregate
principal amount of 4.125% Senior Unsecured Notes that mature on July 1, 2029
(the "4.125% Notes"). The 4.125% Notes were issued at par and interest is
payable semi-annually on January 1st and July 1st of each year. The Company
intends to use the proceeds from the 4.125% Notes for general corporate
purposes.
At June 30, 2021 , we had $2,468.3 million in aggregate principal amount of
indebtedness, including $1,595.9 million outstanding under our Senior Secured
Credit Facilities, $330.5 million outstanding under our Convertible Notes,
$400.0 million outstanding under our 5.625% senior unsecured notes, and
$141.9 million outstanding in other long-term obligations. No amounts were drawn
on our Revolving Credit Facility. We have no debt maturing prior to 2023. As of
June 30, 2021 we had conditional obligations under letters of credit issued
pursuant to the Senior Secured Credit Facilities with face amounts aggregating
to $27.8 million resulting in $672.2 million available borrowing capacity under
our Revolving Credit Facility.
Covenants
Our Senior Secured Credit Facilities, 5.625% Notes and 4.125% Notes require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests. In addition, our Senior Secured Credit Facilities, 5.625% Notes and 4.125% Notes, restrict, among other things, our 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 (both of which are defined in Note 9, "Leases" of our unaudited Consolidated Financial Statements), 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. As ofJune 30, 2021 , 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 theSEC . See Note 8, "Long-term Debt," in the notes to our unaudited Consolidated Financial Statements for additional information of the Company's debt and other long-term obligations. Common Stock Offering OnMay 14, 2020 , the Company completed a public offering of 16,666,667 shares of Penn Common Stock and onMay 19, 2020 , the underwriters exercised their right to purchase an additional 2,500,000 shares of Penn Common Stock, resulting in an aggregate public offering of 19,166,667 shares of Penn Common Stock. All of the shares were issued at a public offering price of$18.00 per share, resulting in gross proceeds of$345.0 million , and net proceeds of$331.2 million after underwriter fees and discounts of$13.8 million . Score Media and Gaming Inc. OnAugust 4, 2021 , we entered into an agreement with Score Media and Gaming Inc., aBritish Columbia corporation ("theScore"), under which we will acquire theScore in a cash and stock transaction valued at approximately$2.0 billion at the agreement date. Under the terms of the agreement, theScore shareholders will receive (a)US$17.00 in cash consideration, and (b) 0.2398 of a share of common stock, par value$0.01 per share, of the Company's common equity for each theScore share. The agreement is conditioned upon obtaining theScore shareholders' approval and is subject to regulatory approval. 46 -------------------------------------------------------------------------------- Table of Contents Triple Net Leases The majority of the real estate assets 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 PinnacleMaster Lease . The Company's Master Leases are accounted for as either operating leases, finance leases, or financing obligations. In addition, five of the gaming facilities used in our operations are subject to individual triple net leases. As previously mentioned, we refer to the Penn Master Lease, the PinnacleMaster Lease , the Meadows Lease, the Margaritaville Lease, the Greektown Lease, the Tropicana Lease and the Morgantown Lease, collectively, as our Triple Net Leases. Under our Triple Net Leases, in addition to lease payments for the real estate assets, we are required to pay the following, among other things: (1) all facility maintenance; (2) all insurance required in connection with the leased properties and the business conducted on the leased properties; (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (4) all tenant capital improvements; and (5) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. Additionally, our Triple Net Leases are subject to annual escalators and periodic percentage rent resets, as applicable. See Note 9, "Leases," in the notes to our unaudited Consolidated Financial Statements for further discussion and disclosure related to the Company's leases.
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 For the six months ended June
June 30, 30,
(in millions) 2021 2020 2021 2020
Penn Master Lease (1) $ 120.7 $ 108.3 $ 238.7 $ 223.1
Pinnacle Master Lease (1) 82.1 81.8 163.4 164.3
Meadows Lease (1) 6.2 6.7 12.4 13.5
Margaritaville Lease 5.9 5.9 11.7 11.7
Greektown Lease 13.5 13.9 27.4 27.8
Morgantown Lease 0.7 - 1.5 -
Total (2) $ 229.1 $ 216.6 $ 455.1 $ 440.4
(1)During the three and six months ended June 30, 2020 , we utilized rent credits
to pay $72.1 million , $54.2 million and $4.5 million of rent under the Penn
Master Lease, Pinnacle Master Lease and Meadows Lease, respectively.
(2)Rent payable under the Tropicana Lease is nominal. Therefore, this lease has
been excluded from the table above.
Outlook
Based on our current level of operations, we believe that 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. However, 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 ongoing impact of the COVID-19 pandemic. We cannot be
certain: (i) of the impact of any continuing operating restrictions to
accommodate social distancing and health and safety guidelines on our properties
and financial results, including the cash generated from operations; (ii) of the
magnitude and duration of the impact of the COVID-19 pandemic (including
reoccurrences) on general economic conditions, capital markets, unemployment and
our liquidity, operations, supply chain and personnel, including the potential
that some or all of our properties may again be forced to close or cease
operations for a certain period of time; (iii) 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; (iv) that our anticipated earnings projections will be
realized; (v) that we will achieve the expected synergies from our acquisitions;
and (vi) that future borrowings will be available under our Senior Secured
Credit Facilities or otherwise will be available in the credit markets to enable
us to service our indebtedness or to make anticipated capital expenditures. We
caution you that the trends seen at our reopened properties, such as strong
visitation and increased length of play, may not continue. 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
and online sports betting, social gaming, retail 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. If we consummate significant
acquisitions in the future or 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.
See "Part II, Item 1A. Risk Factors" of this Form 10-Q and Part I, Item 1A.
"Risk Factors" of the
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Company's Form 10-K for the year ended December 31, 2020 for a discussion of
additional risks related to the Company's capital structure.
We have historically maintained a capital structure comprised of a mix of equity
and debt financing. We vary our leverage to pursue opportunities in the
marketplace in an effort to maximize our enterprise value for our shareholders.
We expect to meet our debt obligations as they come due through
internally-generated funds from operations and/or refinancing them through the
debt or equity markets prior to their maturity.
CRITICAL ACCOUNTING ESTIMATES
A complete discussion of our critical accounting estimates is included in our
Form 10-K for the year ended December 31, 2020 . There have been no significant
changes in our critical accounting estimates during the six months ended
June 30, 2021 .
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSFor information with respect to new accounting pronouncements and the impact of these pronouncements on our unaudited Consolidated Financial Statements, see
Note 3, "New Accounting Pronouncements," in the notes to our unaudited Consolidated Financial Statements.
IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS
This 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," "goal," "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; continued demand for the gaming
properties that have reopened and the possibility that the Company's gaming
properties may be required to close again in the future due to COVID-19; the
impact of COVID-19 on general economic conditions, capital markets,
unemployment, and the Company's liquidity, operations, supply chain and
personnel; the potential benefits of the Perryville transaction with Gaming and
Leisure Properties, Inc.; the potential benefits of the Hitpoint transaction;
the Company's estimated cash burn and future liquidity, future revenue and
Adjusted EBITDAR, including from the Company's iGaming business in Pennsylvania
and Michigan ; the expected benefits and potential challenges of the investment
in Barstool Sports ; the expected launch of the Barstool-branded mobile sports
betting product in future states and its future revenue and profit
contributions; the Company's expectations of future results of operations and
financial condition, including margins; the Company's expectations for its
properties and the potential benefits of the cashless, cardless and contactless
("3Cs") technology; the Company's development projects or its iGaming
initiatives; the timing, cost and expected impact of planned capital
expenditures on the Company's results of operations; the anticipated opening
dates of the Company's retail sportsbooks in future states; the Company's
expectations with regard to acquisitions, potential divestitures and development
opportunities, as well as the integration of and synergies related to any
companies the Company have acquired or may acquire; the outcome and financial
impact of the litigation in which the Company is 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; the Company's ability to maintain regulatory
approvals for its existing businesses and to receive regulatory approvals for
its new business partners; the Company's 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 the Company's existing
businesses; and the performance of the Company's 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 with regard to online sports betting, iGaming and
retail/mobile sportsbooks and the impact of any such actions. 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 economic conditions, capital markets, unemployment,
consumer spending and the Company's liquidity, financial condition, supply
chain, operations 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 man-made disasters or
catastrophic events; (d) the Company's ability to access additional capital on
favorable terms or at all; (e) the Company's ability to remain in compliance
with the financial covenants of its debt obligations; (f) actions to reduce
costs and improve efficiencies to mitigate losses as a result of the COVID-19
pandemic that could negatively impact
48--------------------------------------------------------------------------------
guest loyalty and the Company's ability to attract and retain employees; (g) the
outcome of any legal proceedings that may be instituted against the Company or
its directors, officers or employees; (h) the impact of new or changes in
current laws, regulations, rules or other industry standards; (i) the ability of
the Company's operating teams to drive revenue and margins; (j) the impact of
significant competition from other gaming and entertainment operations; (k) the
Company's ability to obtain timely regulatory approvals required to own, develop
and/or operate its properties, or other delays, approvals or impediments to
completing its planned acquisitions or projects, construction factors, including
delays, and increased costs; (l) the passage of state, federal or local
legislation that would expand, restrict, further tax, prevent or negatively
impact operations in or adjacent to the jurisdictions in which the Company does
or seek to do business; (m) 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; (n) 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
and municipalities for such transactions; (o) the 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; (p)
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); (q) with respect to new casinos,
risks relating to construction, and its ability to achieve its expected budgets,
timelines and investment returns; (r) the Company may not be able to achieve the
anticipated financial returns from the acquisition of Score Media & Gaming, Inc.
("theScore"), including due to fees, costs and taxes in connection with the
integration of theScore and expansion of its betting and content platform; (s)
the closing of the acquisition of theScore may be delayed or may not occur at
all, for reasons beyond the Company's control; (t) the requirement to satisfy
the closing conditions in the agreement with theScore, including receipt of
regulatory approvals and the approval of shareholders of theScore; (u) there is
significant competition in the interactive gaming market; (v) potential adverse
reactions or changes to business or regulatory relationships resulting from the
announcement or completion of the acquisition of theScore; (w) the ability of
the Company or theScore to retain and hire key personnel; (x) the occurrence of
any event, change or other circumstances that could give rise to the right of
one or both of the Company and theScore to terminate the agreement between the
companies; (y) the outcome of any legal proceedings that may be instituted
against the Company, theScore or their respective directors, officers or
employees; and (z) other factors as discussed in the Company's Annual Report on
Form 10-K for the year ended December 31, 2020 , 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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