Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 0-24206 | |
Entity Registrant Name | PENN Entertainment, Inc. | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 23-2234473 | |
Entity Address, Address Line One | 825 Berkshire Blvd., Suite 200 | |
Entity Address, City or Town | Wyomissing, | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19610 | |
City Area Code | 610 | |
Local Phone Number | 373-2400 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | PENN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Smaller Reporting Company | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 152,446,059 | |
Entity Central Index Key | 0000921738 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 903.6 | $ 1,071.8 |
Accounts receivable, net | 282.3 | 319 |
Prepaid expenses | 156.6 | 225.6 |
Other current assets | 50.4 | 42.6 |
Total current assets | 1,392.9 | 1,659 |
Property and equipment, net | 3,467.4 | 3,514 |
Investment in and advances to unconsolidated affiliates | 84.8 | 84.9 |
Goodwill | 2,664.7 | 2,695.1 |
Other intangible assets, net | 1,605.5 | 1,618.2 |
Operating lease right-of-use assets | 4,189.3 | 4,264.7 |
Finance lease right-of-use assets | 2,019.1 | 2,041 |
Other assets | 190.7 | 187.3 |
Total assets | 15,614.4 | 16,064.2 |
Current liabilities | ||
Accounts payable | 38.2 | 36.6 |
Current maturities of long-term debt | 47.6 | 47.6 |
Current portion of financing obligations | 41.9 | 41.3 |
Current portion of operating lease liabilities | 307.4 | 302.3 |
Current portion of finance lease liabilities | 37.4 | 40.3 |
Accrued expenses and other current liabilities | 865.2 | 1,021.9 |
Total current liabilities | 1,337.7 | 1,490 |
Long-term debt, net of current maturities, debt discount and debt issuance costs | 2,718.1 | 2,718 |
Long-term portion of financing obligations | 2,375.6 | 2,386.1 |
Long-term portion of operating lease liabilities | 3,868.8 | 3,944.1 |
Long-term portion of finance lease liabilities | 2,053.3 | 2,062.5 |
Deferred income taxes | 44.8 | 117.6 |
Other long-term liabilities | 144.1 | 146.3 |
Total liabilities | 12,542.4 | 12,864.6 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Treasury stock, at cost, (25,166,902 shares repurchased in both periods) | (779.5) | (779.5) |
Additional paid-in capital | 4,459.9 | 4,436.6 |
Accumulated deficit | (450.2) | (335.5) |
Accumulated other comprehensive loss | (157.3) | (121.3) |
Total PENN Entertainment, Inc. stockholders’ equity | 3,074.7 | 3,202.1 |
Non-controlling interest | (2.7) | (2.5) |
Total stockholders’ equity | 3,072 | 3,199.6 |
Total liabilities and stockholders’ equity | 15,614.4 | 16,064.2 |
Series B Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | 0 | 0 |
Series C Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | 0 | 0 |
Series D Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | 0 | 0 |
Common Stock, Non-Exchangeable | ||
Stockholders’ equity | ||
Common stock | 1.8 | 1.8 |
Common Stock, Exchangeable | ||
Stockholders’ equity | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Treasury stock (in shares) | 25,166,902 | 25,166,902 |
Series B Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series C Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 18,500 | 18,500 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series D Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000 | 5,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, Non-Exchangeable | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 177,037,707 | 176,719,596 |
Common stock, shares outstanding (in shares) | 151,870,805 | 151,552,694 |
Common Stock, Exchangeable | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 768,441 | 768,441 |
Common stock, shares issued (in shares) | 768,441 | 700,393 |
Common stock, shares outstanding (in shares) | 557,174 | 560,267 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues | ||
Total revenues | $ 1,606.9 | $ 1,673.3 |
Operating expenses | ||
General and administrative | 388.9 | 392.9 |
Depreciation and amortization | 108.7 | 107.5 |
Total operating expenses | 1,628.3 | 1,474.2 |
Operating income (loss) | (21.4) | 199.1 |
Other income (expenses) | ||
Interest expense, net | (119.1) | (113) |
Interest income | 7.1 | 10.4 |
Income from unconsolidated affiliates | 7.2 | 2.6 |
Gain on Barstool Acquisition, net | 0 | 83.4 |
Gain on REIT transactions, net | 0 | 500.8 |
Other | (1.3) | (1) |
Total other income (expenses) | (106.1) | 483.2 |
Income (loss) before income taxes | (127.5) | 682.3 |
Income tax benefit (expense) | 12.6 | (167.9) |
Net income (loss) | (114.9) | 514.4 |
Less: Net loss attributable to non-controlling interest | 0.2 | 0.1 |
Net income (loss) attributable to PENN Entertainment, Inc. | $ (114.7) | $ 514.5 |
Earnings per share: | ||
Basic earnings (loss) per share (in dollars per share) | $ (0.76) | $ 3.35 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.76) | $ 3.05 |
Weighted-average common shares outstanding - basic (in shares) | 151.9 | 153.3 |
Weighted-average common shares outstanding - Diluted (in shares) | 151.9 | 168.6 |
Gaming | ||
Revenues | ||
Total revenues | $ 1,258.3 | $ 1,324.6 |
Operating expenses | ||
Cost of revenue | 879.5 | 729.5 |
Food, beverage, hotel, and other | ||
Revenues | ||
Total revenues | 348.6 | 348.7 |
Operating expenses | ||
Cost of revenue | $ 251.2 | $ 244.3 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (114.9) | $ 514.4 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustment during the period | (36) | 8.2 |
Other comprehensive income (loss) | (36) | 8.2 |
Total comprehensive income (loss) | (150.9) | 522.6 |
Less: Comprehensive loss attributable to non-controlling interest | 0.2 | 0.1 |
Comprehensive income (loss) attributable to PENN Entertainment, Inc. | $ (150.7) | $ 522.7 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Common Stock, Non-Exchangeable | Common Stock, Exchangeable | Total PENN Stockholders’ Equity | Preferred Stock | Common Stock Common Stock, Non-Exchangeable | Common Stock Common Stock, Exchangeable | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Non-Controlling Interest |
Beginning balance (in shares) at Dec. 31, 2022 | 581 | |||||||||||
Beginning balance at Dec. 31, 2022 | $ 3,596.6 | $ 3,597.7 | $ 19.4 | $ 1.7 | $ 0 | $ (629.5) | $ 4,220.2 | $ 154.5 | $ (168.6) | $ (1.1) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 152,903,708 | 620,019 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based compensation arrangements (in shares) | 148,439 | |||||||||||
Share-based compensation arrangements | 16.5 | 16.5 | 16.5 | |||||||||
Share issuance in connection with acquisitions (in shares) | 2,442,809 | |||||||||||
Share issuance in connection with acquisitions | $ 80.8 | 80.8 | 80.8 | |||||||||
Share repurchases (in shares) | (1,646,963) | (1,646,963) | ||||||||||
Share repurchases | $ (50) | (50) | (50) | |||||||||
Preferred stock conversions (in shares) | (227) | 226,800 | ||||||||||
Preferred stock conversions | 0 | $ (7.6) | 7.6 | |||||||||
Exchangeable share issuance (in shares) | 2,854 | |||||||||||
Exchangeable share conversions (in shares) | 62,115 | (62,115) | ||||||||||
Currency translation adjustment | 8.2 | 8.2 | 8.2 | |||||||||
Net income (loss) | 514.4 | 514.5 | 514.5 | (0.1) | ||||||||
Other | 8.6 | 8.6 | $ 0.1 | 8.5 | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 354 | |||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 154,136,908 | 560,758 | ||||||||||
Ending balance at Mar. 31, 2023 | 4,175.1 | 4,176.3 | $ 11.8 | $ 1.8 | $ 0 | (679.5) | 4,333.6 | 669 | (160.4) | (1.2) | ||
Beginning balance (in shares) at Dec. 31, 2023 | 0 | |||||||||||
Beginning balance at Dec. 31, 2023 | 3,199.6 | 3,202.1 | $ 0 | $ 1.8 | $ 0 | (779.5) | 4,436.6 | (335.5) | (121.3) | (2.5) | ||
Beginning balance (in shares) at Dec. 31, 2023 | 151,552,694 | 560,267 | 151,552,694 | 560,267 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based compensation arrangements (in shares) | 246,970 | |||||||||||
Share-based compensation arrangements | $ 11.9 | 11.9 | 11.9 | |||||||||
Share repurchases (in shares) | 0 | |||||||||||
Exchangeable share issuance (in shares) | 68,048 | |||||||||||
Exchangeable share conversions (in shares) | 71,141 | (71,141) | ||||||||||
Investment Agreement warrants (Note 11) | $ 14.3 | 14.3 | 14.3 | |||||||||
Currency translation adjustment | (36) | (36) | (36) | |||||||||
Net income (loss) | (114.9) | (114.7) | (114.7) | (0.2) | ||||||||
Other | (2.9) | (2.9) | (2.9) | |||||||||
Ending balance (in shares) at Mar. 31, 2024 | 0 | |||||||||||
Ending balance (in shares) at Mar. 31, 2024 | 151,870,805 | 557,174 | 151,870,805 | 557,174 | ||||||||
Ending balance at Mar. 31, 2024 | $ 3,072 | $ 3,074.7 | $ 0 | $ 1.8 | $ 0 | $ (779.5) | $ 4,459.9 | $ (450.2) | $ (157.3) | $ (2.7) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net income (loss) | $ (114.9) | $ 514.4 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 108.7 | 107.5 |
Amortization of debt discount and debt issuance costs | 2.2 | 2 |
Non-cash interest expense | 10.6 | 8.1 |
Non-cash operating lease expense | 77.7 | 86.5 |
Gain on Barstool Acquisition, net | 0 | (83.4) |
Gain on REIT transactions, net | 0 | (500.8) |
Holding loss on equity securities | 1.5 | 3.2 |
Gain on sale or disposal of property and equipment | (0.2) | 0 |
Income from unconsolidated affiliates | (7.2) | (2.6) |
Return on investment from unconsolidated affiliates | 7.3 | 8.5 |
Deferred income taxes | (72.3) | 80.6 |
Stock-based compensation | 11.9 | 16.5 |
Investment Agreement warrant expense | 18.7 | 0 |
Changes in operating assets and liabilities, net of businesses acquired | ||
Accounts receivable | 35.9 | 31.1 |
Prepaid expenses and other current assets | (0.5) | (25.8) |
Other assets | (6.2) | (5.6) |
Accounts payable | 1.5 | (10.3) |
Accrued expenses | (81.7) | (78.5) |
Income taxes | 58.3 | 83.2 |
Operating lease liabilities | (72.4) | (87.7) |
Other current and long-term liabilities | (52.5) | 0 |
Other | 4.9 | 0.8 |
Net cash provided by (used in) operating activities | (68.7) | 147.7 |
Investing activities | ||
Capital expenditures | (41.4) | (63.2) |
Consideration paid for Barstool, net of cash acquired | 0 | (314.6) |
Other | (5.9) | (0.4) |
Net cash used in investing activities | (47.3) | (378.2) |
Financing activities | ||
Principal payments on long-term debt | (9.4) | (9.4) |
Debt issuance costs | (2.6) | 0 |
Payments of other long-term obligations | (0.7) | (0.7) |
Principal payments on financing obligations | (10) | (9.6) |
Principal payments on finance leases | (12.2) | (11.5) |
Proceeds from exercise of options | 0.5 | 1.1 |
Repurchase of common stock | 0 | (50) |
Payments on insurance financing | (12.2) | 0 |
Other | (3.5) | (2.9) |
Net cash used in financing activities | (50.1) | (83) |
Effect of currency rate changes on cash, cash equivalents, and restricted cash | (0.8) | 1.5 |
Change in cash, cash equivalents, and restricted cash | (166.9) | (312) |
Cash, cash equivalents, and restricted cash at the beginning of the year | 1,094.4 | 1,644.2 |
Cash, cash equivalents, and restricted cash at the end of the period | 927.5 | 1,332.2 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 903.6 | 1,311.3 |
Restricted cash included in Other current assets | 22.7 | 19.7 |
Restricted cash included in Other assets | 1.2 | 1.2 |
Total cash, cash equivalents, and restricted cash | 927.5 | 1,332.2 |
Supplemental disclosure: | ||
Cash paid for interest, net of amounts capitalized | 114 | 110.5 |
Cash payments related to income taxes, net | 0.6 | 1.1 |
Non-cash activities: | ||
Accrued capital expenditures | $ 12.7 | $ 17.4 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization : PENN Entertainment, Inc., together with its subsidiaries (“PENN,” the “Company,” “we,” “our,” or “us”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences. As of March 31, 2024, PENN operated 43 properties in 20 states, online sports betting in 19 jurisdictions and iCasino in five jurisdictions, under a portfolio of well-recognized brands including Hollywood Casino ® , L’Auberge ® , ESPN BET™, and theScore BET Sportsbook and Casino ® . In August 2023, PENN entered into a transformative, exclusive long-term strategic alliance with ESPN, Inc. and ESPN Enterprises, Inc. (together, “ESPN”) relating to online sports betting within the United States. PENN’s ability to leverage the leading sports media brands in the United States (ESPN) and Canada (theScore) is central to our highly differentiated strategy to expand our footprint and efficiently grow our customer ecosystem. The Company’s focus on organic cross-sell opportunities is reinforced by our market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio. PENN’s portfolio is further bolstered by our industry-leading PENN Play TM customer loyalty program, which offers our over 30 million members a unique set of rewards and experiences across business channels. 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 with Gaming and Leisure Properties, Inc. (Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, and Pinnacle Master Lease (as such terms are defined in Note 8, “Leases” and collectively referred to as the “Master Leases”). Basis of Presentation: The unaudited Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. These unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Principles of Consolidation: The unaudited Consolidated Financial Statements include the accounts of PENN Entertainment, Inc. and its subsidiaries. Investments in and advances to unconsolidated affiliates that do not meet the consolidation criteria of the authoritative guidance for voting interest entities (“VOEs”) or variable interest entities (“VIEs”) are accounted for under the equity method. All intercompany accounts and transactions have been eliminated in consolidation. Reclassifications: Certain reclassifications have been made to conform the prior period presentation with current year presentation. Use of Estimates: The preparation of unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us may include, among other things, the useful lives for depreciable and amortizable assets, the provision for credit losses, income tax provisions, the evaluation of the future realization of deferred tax assets, indemnification liabilities associated with certain tax matters, determining the adequacy of reserves for self-insured liabilities, the liabilities associated with our PENN Play TM program, the initial measurements of financing obligations and lease liabilities associated with our Master Leases, projected cash fl ows in assessing the recoverability of long-lived assets, asset impairments, goodwill and other intangible assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with acquisitions, the initial selection of useful lives for depreciable and amortizable assets in conjunction with acquisitions, contingencies, and litigation inclusive of financing arrangements in which the Company receives up-front cash proceeds, and stock-based compensation expense. We applied estimation methods consistently for the periods presented within our unaudited Consolidated Financial Statements. Actual results may differ from those estimates. Segment Information: We have five reportable segments: Northeast, South, West, Midwest, and Interactive. Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments. Interactive includes all of our online sports betting, online casino/iCasino and social gaming (collectively referred to as “online gaming”) operations, management of retail sports bet ting, media, and in the prior year, the operating results of Barstool Sports, Inc. (“Barstool” or “Barstool Sports”). We owned 36% of Barstool common stock prior to the February 17, 2023 Barstool Acquisition (as defined in Note 5, “Acquisitions and Dispositions” ) pursuant to which we acquired the remaining 64% of Barstool common stock. On August 8, 2023 we entered into a stock purchase agreement with David Portnoy (the “Barstool SPA”), and we sold 100% of the outstanding shares of Barstool common stock. See Note 15, “Segment Information” and Note 8, “Leases” for further segment and lease structure information, respectively. For financial reporting purposes, we aggregate our operating segments into the following reportable segments: Location Real Estate Assets Lease or Ownership Structure Northeast segment Ameristar East Chicago East Chicago, Indiana Pinnacle Master Lease Hollywood Casino Bangor Bangor, Maine AR PENN Master Lease Hollywood Casino at Charles Town Races Charles Town, West Virginia AR PENN Master Lease Hollywood Casino Columbus Columbus, Ohio 2023 Master Lease Hollywood Casino at Greektown Detroit, Michigan Greektown Lease Hollywood Casino Lawrenceburg Lawrenceburg, Indiana AR PENN Master Lease Hollywood Casino Morgantown Morgantown, Pennsylvania Morgantown Lease (1) Hollywood Casino at PENN National Race Course Grantville, Pennsylvania AR PENN Master Lease Hollywood Casino Perryville Perryville, Maryland 2023 Master Lease Hollywood Casino at The Meadows Washington, Pennsylvania 2023 Master Lease Hollywood Casino Toledo Toledo, Ohio 2023 Master Lease Hollywood Casino York York, Pennsylvania Operating Lease (not with REIT Landlord) Hollywood Gaming at Dayton Raceway Dayton, Ohio AR PENN Master Lease Hollywood Gaming at Mahoning Valley Race Course Youngstown, Ohio AR PENN Master Lease Marquee by PENN (2) Pennsylvania N/A Plainridge Park Casino Plainville, Massachusetts Pinnacle Master Lease South segment 1 st Jackpot Casino Tunica, Mississippi AR PENN Master Lease Ameristar Vicksburg Vicksburg, Mississippi Pinnacle Master Lease Boomtown Biloxi Biloxi, Mississippi AR PENN Master Lease Boomtown Bossier City Bossier City, Louisiana Pinnacle Master Lease Boomtown New Orleans New Orleans, Louisiana Pinnacle Master Lease Hollywood Casino Gulf Coast Bay St. Louis, Mississippi AR PENN Master Lease Hollywood Casino Tunica Tunica, Mississippi AR PENN Master Lease L’Auberge Baton Rouge Baton Rouge, Louisiana Pinnacle Master Lease L’Auberge Lake Charles Lake Charles, Louisiana Pinnacle Master Lease Margaritaville Resort Casino Bossier City, Louisiana Margaritaville Lease West segment Ameristar Black Hawk Black Hawk, Colorado Pinnacle Master Lease Cactus Petes and Horseshu Jackpot, Nevada Pinnacle Master Lease M Resort Spa Casino Henderson, Nevada 2023 Master Lease Zia Park Casino Hobbs, New Mexico AR PENN Master Lease Midwest segment Ameristar Council Bluffs Council Bluffs, Iowa Pinnacle Master Lease Argosy Casino Alton (3) Alton, Illinois AR PENN Master Lease Argosy Casino Riverside Riverside, Missouri AR PENN Master Lease Hollywood Casino Aurora Aurora, Illinois 2023 Master Lease Hollywood Casino Joliet Joliet, Illinois 2023 Master Lease Hollywood Casino at Kansas Speedway (4) Kansas City, Kansas Owned - Joint Venture Hollywood Casino St. Louis Maryland Heights, Missouri AR PENN Master Lease Prairie State Gaming (2) Illinois N/A River City Casino St. Louis, Missouri Pinnacle Master Lease (1) Upon termination of the Morgantown Lease, ownership of the constructed building and all tenant improvements will transfer from the Company to GLPI. (2) VGT route operations. (3) The riverboat is owned by us and not subject to the AR PENN Master Lease. (4) Pursuant to a joint venture with NASCAR Holdings LLC (“NASCAR”) and includes the Company’s 50% investment in Kansas Entertainment, LLC (“Kansas Entertainment”), which owns Hollywood Casino at Kansas Speedway. Revenue Recognition: Our revenue from contracts with customers consists primarily of gaming wagers, inclusive of sports betting and iCasino products, food and beverage transactions, hotel room sales, retail transactions, racing wagers, and third-party revenue sharing agreements. See Note 4, “Revenue Disaggregation” for information on our revenue by type and geographic location. Complimentaries Associated with Gaming Contracts Food, beverage, hotel, and other services furnished to patrons for free as an inducement to gamble at our retail properties or through the redemption of our customers’ loyalty points are recorded as “Food, beverage, hotel, and other” revenues at their estimated standalone selling prices, with an offset recorded as a reduction to “Gaming” revenues. The cost of providing complimentary goods and services to patrons as an inducement to gamble as well as for the fulfillment of our loyalty point obligation is included in “Food, beverage, hotel, and other” expenses. Revenues recorded to “Food, beverage, hotel, and other” and offset to “Gaming” revenues were as follows: For the three months ended March 31, (in millions) 2024 2023 Food and beverage $ 53.5 $ 54.3 Hotel 34.0 29.9 Other 2.7 3.1 Total complimentaries associated with gaming contracts $ 90.2 $ 87.3 Additionally, the Company provides discretionary complimentaries in the form of online casino gaming slots and table games and online sports betting free play bonuses. Free play bonuses provided to patrons indirectly contribute to the gaming revenue earned by the Company and are recorded as a reduction of “Gaming” revenues. Customer-related Liabilities The Company has three general types of liabilities related to contracts with customers: (i) the obligation associated with its PENN Play TM program (loyalty points and tier status benefits), (ii) advance payments on goods and services yet to be provided and for unpaid wagers, and (iii) deferred revenue associated with third-party online sports betting and/or iCasino for online sports betting and iCasino market access. Our PENN Play TM program connects the Company’s brands under one loyalty program and allows members to earn loyalty points, or “PENN Cash,” redeemable for slot play and complimentaries, such as food and beverage at our restaurants, lodging at our hotels, the PENN Play TM redemption marketplace that features popular retailers, and products offered at our retail stores across the vast majority of our properties. In addition, members of the PENN Play TM program earn credit toward tier status, which entitles them to receive certain other benefits, such as priority access, discounts, gifts, trips to PENN destinations, partner experiences, and PENN Cash. The obligation associated with our PENN Play TM program, which is included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets, was $35.8 million and $33.1 million as of March 31, 2024 and December 31, 2023, respectively, and consisted principally of the obligation associated with the loyalty points. Our loyalty point obligations are generally settled within six months of issuance. Changes between the opening and closing balances primarily relate to the timing of our customers’ election to redeem loyalty points as well as the timing of when our customers receive their earned tier status benefits. The Company’s advance payments on goods and services yet to be provided and for unpaid wagers primarily consist of the following: (i) deposits on rooms and convention space, (ii) money deposited on behalf of a customer in advance of their property visit (referred to as “safekeeping” or “front money”), (iii) money deposited in an online wallet not yet wagered or wagered and not yet withdrawn, (iv) outstanding tickets generated by slot machine play, sports betting, or pari-mutuel wagering, (v) outstanding chip liabilities, (vi) unclaimed jackpots, and (vii) gift cards redeemable at our properties. Unpaid wagers generally represent obligations stemming from prior wagering events, of which revenue was previously recognized. The Company’s advance payments on goods and services yet to be provided and for unpaid wagers were $144.4 million and $192.6 million as of March 31, 2024 and December 31, 2023, respectively, and are included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets. The Company’s deferred revenue is primarily related to PENN Interactive, our wholly owned interactive division, which enters into multi-year agreements with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access across our portfolio of properties. During the three months ended March 31, 2024 and 2023, we recognized $0.9 million and $0.7 million, respectively. As of March 31, 2024 and December 31, 2023, our deferred revenue liability was $43.8 million and $41.9 million, respectively, majority of which is included in “Other long-term liabilities” within our unaudited Consolidated Balance Sheets. Advertising: The Company expenses advertising costs the first time the advertising takes place or as incurred. Advertising expenses, which primarily relate to media marketing services and brand and other rights provided by ESPN pursuant to the Sportsbook Agreement (as defined in Note 5, “Acquisitions and Dispositions” ), and other media placement costs and are primarily included in “Gaming” expenses within the unaudited Consolidated Statements of Operations, were $136.0 million and $23.6 million for the three months ended March 31, 2024 and 2023, respectively. Gaming and Pari-mutuel Taxes: We are subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which we operate, as well as taxes on revenues derived from arrangements which allow for third-party online sports betting and/or iCasino partners to operate online sportsbooks and iCasinos under our gaming licenses. The Company primarily recognizes gaming and pari-mutuel tax expense based on the statutorily required percentage of revenue that is required to be paid to state, provincial and/or local jurisdictions in the states and provinces where or in which the wagering occurs. Also included in gaming and pari-mutuel taxes, are costs to support the operations of local regulatory authorities which some jurisdictions require us to pay. Gaming and pari-mutuel taxes are recorded in “Gaming” expenses or “Food, beverage, hotel, and other” expenses within the unaudited Consolidated Statements of Operations and were $592.0 million and $584.8 million for the three months ended March 31, 2024 and 2023, respectively. Foreign Currency Translation: The functional currency of the Company’s foreign subsidiaries is the local currency in which the subsidiary operates. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Translation adjustments resulting from this process are recorded to other comprehensive income or loss. Revenues and expenses are translated at the average exchange rates during the year. Gains or losses resulting from foreign currency transactions are included in “Other” within our unaudited Consolidated Statements of Operations. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss: Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity, or other comprehensive income (loss). The balance of accumulated other comprehensive loss consists of foreign currency translation adjustments and unrealized gains or losses on debt securities. Earnings (Loss) Per Share: Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution, if any, for all potentially-dilutive securities such as warrants, stock options, unvested restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) (collectively with RSAs, “restricted stock”), outstanding convertible preferred stock, and convertible debt. Holders of the Company’s Series D Preferred Stock (as defined in Note 12, “Stockholders' Equity and Stock-based Compensation” ) were entitled to participate equally and ratably in all dividends and distributions paid to holders of PENN common stock irrespective of any vesting requirement. Accordingly, the Series D Preferred Stock shares were considered a participating security, and the Company was required to apply the two-class method to consider the impact of the preferred shares on the calculation of basic and diluted EPS. See Note 13, “Earnings per Share” for more information. As discussed in Note 12, “Stockholders' Equity and Stock-based Compensation , ” all remaining outstanding shares of Series D Preferred Stock were converted to common stock during the third quarter of 2023. There were no outstanding shares of Series D Preferred Stock as of March 31, 2024. Guarantees and Indemnifications: The Company accounts for indemnity obligations in accordance with Accounting Standards Codification (“ASC”) Topic 460-20, “Contingencies” and records a liability at fair value. Pursuant to the Barstool SPA, the Company agreed to indemnify Barstool and its subsidiaries and David Portnoy for certain tax matters. The indemnity provisions generally provide for the Company’s control of defense and settlement of claims, as well as certain other costs associated with potential tax matters related to Barstool and its subsidiaries and David Portnoy. Claims under the indemnification are paid upon demand. In the second quarter of 2024, the Company expects $30.5 million in settlement costs under this indemnification obligation. Provisions in the Barstool SPA limit the time within which an indemnification claim can be made to the later of the resolution of the indemnification claim or the relevant statutes of limitations. The maximum potential amount of future payments the Company could be required to make under this indemnification agreement is not estimable at this time due to uncertainties related to potential outcomes and other unique facts and circumstances involved in the Barstool SPA. As of both March 31, 2024 and December 31, 2023, the Company has recorded liabilities of $70.0 million for this agreement. See Note 5, “Acquisitions and Dispositions” and Note 14, “Fair Value Measurements ” for more information. Voting Interest Entities and Variable Interest Entities: The Company consolidates all subsidiaries or other entities in which it has a controlling financial interest. The consolidation guidance requires an analysis to determine if an entity should be evaluated for consolidation using the VOE model or the VIE model. Under the VOE model, controlling financial interest is generally defined as a majority ownership of voting rights. Under the VIE model, controlling financial interest is defined as (i) the power to direct activities that most significantly impact the economic performance of the entity and (ii) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the entity. For those entities that qualify as a VIE, the primary beneficiary is generally defined as the party who has a controlling financial interest in the VIE. The Company consolidates the financial position and results of operations of every VOE in which it has a controlling financial interest and VIEs in which it is considered to be the primary beneficiary. See Note 9, “Investments in and Advances to Unconsolidated Affiliates.” |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Accounting Pronouncements Adopted In June 2022, the Financial Accounting Standard Board (the “FASB”) issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 clarifies the guidance on the fair value measurement of an equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. Specifically, ASU 2022-03 clarifies that a “contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security” and is not included in the equity security’s unit of account. Accordingly, the Company is no longer permitted to apply a discount related to the contractual sale restriction, or lack of marketability, when measuring the equity security’s fair value. In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of ASU 2022-03, which was effective January 1, 2024, did not have a material impact on our unaudited Consolidated Financial Statements. In March 2023, the FASB issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force)” (“ASU 2023-02”). ASU 2023-02 introduced the option to apply the proportional amortization method to account for investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met. ASU 2023-02 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of ASU 2023-02, which was effective January 1, 2024, did not have a material impact on our unaudited Consolidated Financial Statements. Accounting Pronouncements to be Implemented In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 updates the requirements for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is considered an expense that is; significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker, and included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-07 and expects that any impact would be limited to additional disclosures in the notes to the unaudited Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 updates the requirements for a public entity to enhance income tax disclosures to provide a better assessment on how an entity’s operations, related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The primary purpose of the new ASU 2023-09 is to enhance the transparency of income tax disclosures and we expect that any impact would be limited to additional disclosures in the notes to the unaudited Consolidated Financial Statements. |
Revenue Disaggregation
Revenue Disaggregation | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Disaggregation | Revenue Disaggregation Our revenues are generated principally by providing the following types of services: (i) gaming, inclusive of retail sports betting, iCasino, and online sports betting; (ii) food and beverage; (iii) hotel; and (iv) other. Other revenues are principally comprised of PENN Interactive’s revenue from third-party online sports betting and the related gross-up for taxes, racing operations, advertising, retail, and commissions received on ATM transactions. Our revenue is disaggregated by type of revenue and geographic location of the related properties, which is consistent with our reportable segments, as follows: For the three months ended March 31, 2024 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 616.4 $ 233.8 $ 91.6 $ 260.5 $ 56.0 $ — $ — $ 1,258.3 Food and beverage 36.8 32.2 17.6 15.3 — 1.1 — 103.0 Hotel 11.7 22.4 15.6 8.5 — — — 58.2 Other 19.8 10.1 4.0 6.9 151.7 4.9 (10.0) 187.4 Total revenues $ 684.7 $ 298.5 $ 128.8 $ 291.2 $ 207.7 $ 6.0 $ (10.0) $ 1,606.9 For the three months ended March 31, 2023 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 629.3 $ 252.1 $ 94.4 $ 265.9 $ 82.9 $ — $ — $ 1,324.6 Food and beverage 38.3 31.0 17.3 14.9 — 1.0 — 102.5 Hotel 11.2 21.6 13.5 7.6 — — — 53.9 Other 21.7 10.1 4.5 6.9 150.6 4.8 (6.3) 192.3 Total revenues $ 700.5 $ 314.8 $ 129.7 $ 295.3 $ 233.5 $ 5.8 $ (6.3) $ 1,673.3 (1) Other revenues within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $116.6 million and $92.3 million for the three months ended March 31, 2024 and 2023, respectively. Additionally, the period ending March 31, 2023 included $19.9 million in advertising revenue and $8.3 million in retail revenue due to the inclusion of Barstool operating results prior to the disposition on August 8, 2023. (2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions Barstool Acquisition and Disposition On February 17, 2023, we acquired the remaining 64% of the outstanding shares of Barstool common stock not already owned by us for consideration of approximately $405.5 million, which is inclusive of cash and common stock issuance, repayment of Barstool indebtedness of $23.8 million, transaction expenses, and other purchase price adjustments in accordance with GAAP (the “Barstool Acquisition”). We issued 2,442,809 shares of our common stock and utilized $315.3 million of cash to complete the Barstool Acquisition. The Company held 36% of the outstanding shares of Barstool common stock prior to the Barstool Acquisition and, as such, the acquisition date estimated fair value of this previously held equity method investment was a component of the purchase consideration. Based on the acquisition date fair value of Barstool of $660.0 million and the carrying amount of this investment of $171.1 million, the Company recorded a gain of $66.5 million related to remeasurement of the equity investment immediately prior to the acquisition date, which is included in “Gain on Barstool Acquisition, net” within our unaudited Consolidated Statements of Operations. The Company also recorded a gain of $16.9 million related to the acquisition of the remaining 64% of Barstool common stock, which is included in “Gain on Barstool Acquisition, net” within our unaudited Consolidated Statements of Operations. For the period beginning February 17, 2023 through March 31, 2023, Barstool’s revenue and net loss included in the unaudited Consolidated Statements of Operations were $28.2 million and $3.3 million, respectively. On August 8, 2023, PENN entered into a Sportsbook Agreement with ESPN, which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States. Pursuant to the Sportsbook Agreement, PENN rebranded the existing Barstool Sportsbook across all online platforms in the United States as ESPN BET (the “Sportsbook”) and oversees daily operations of the Sportsbook. See Note 11, “Commitments and Contingencies” for more information related to the Sportsbook Agreement. In connection with PENN’s decision to rebrand our online sports betting business from Barstool Sportsbook to ESPN BET pursuant to the Sportsbook Agreement as discussed above, PENN entered into the Barstool SPA with David Portnoy and sold 100% of the outstanding shares of Barstool to David Portnoy in exchange for nominal cash consideration (one dollar) and certain non-compete and other restrictive covenants. Additionally , PENN has the right to receive 50% of the gross proceeds received by David Portnoy in any subsequent sale or other monetization event of Barstool. Upon the disposal of Barstool in the third quarter of 2023, PENN recognized a pre-tax loss of $923.2 million (inclusive of $714.8 million in goodwill and intangible assets write offs and a $70.0 million indemnification liability discussed below). See Note 14, “Fair Value Measurements ” for more information related to the indemnification liability. For information on the tax-related impacts from the Barstool transactions, see Note 10, “Income Taxes.” P ursuant to the Barstool SPA, PEN |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets A reconciliation of goodwill and accumulated goodwill impairment losses, by reportable segment, is as follows: (in millions) Northeast South West Midwest Interactive Other Total Balance as of December 31, 2023 Goodwill, gross $ 923.5 $ 236.6 $ 216.8 $ 1,116.7 $ 1,664.0 $ 87.7 $ 4,245.3 Accumulated goodwill impairment losses (828.8) (61.0) (16.6) (556.1) — (87.7) (1,550.2) Goodwill, net $ 94.7 $ 175.6 $ 200.2 $ 560.6 $ 1,664.0 $ — $ 2,695.1 Effect of foreign currency exchange rates — — — — (30.4) — (30.4) Balance as of March 31, 2024 Goodwill, gross $ 923.5 $ 236.6 $ 216.8 $ 1,116.7 $ 1,633.6 $ 87.7 $ 4,214.9 Accumulated goodwill impairment losses (828.8) (61.0) (16.6) (556.1) — (87.7) (1,550.2) Goodwill, net $ 94.7 $ 175.6 $ 200.2 $ 560.6 $ 1,633.6 $ — $ 2,664.7 There were no impairment charges recorded to goodwill during the three months ended March 31, 2024 and 2023. The table below presents the gross carrying amount, accumulated amortization, and net carrying amount of each major class of other intangible assets: March 31, 2024 December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets Gaming licenses $ 1,107.2 $ — $ 1,107.2 $ 1,107.2 $ — $ 1,107.2 Trademarks 332.5 — 332.5 334.4 — 334.4 Other 0.7 — 0.7 0.7 — 0.7 Amortizing intangible assets Customer relationships 112.0 (104.4) 7.6 112.1 (103.7) 8.4 Technology 289.5 (144.9) 144.6 286.0 (132.3) 153.7 Other 29.1 (16.2) 12.9 29.0 (15.2) 13.8 Total other intangible assets, net $ 1,871.0 $ (265.5) $ 1,605.5 $ 1,869.4 $ (251.2) $ 1,618.2 There were no impairment charges recorded to other intangible assets, net during the three months ended March 31, 2024 and 2023. Amortization expense related to our amortizing intangible assets was $12.6 million and $14.0 million for the three months ended March 31, 2024 and 2023, respectively. The following table presents the estimated amortization expense based on our amortizing intangible assets as of March 31, 2024 (in millions): Years ending December 31, 2024 (excluding the three months ended March 31, 2024) $ 47.7 2025 43.9 2026 26.0 2027 21.9 2028 17.3 Thereafter 8.3 Total $ 165.1 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The table below presents long-term debt, net of current maturities, debt discounts and issuance costs: (in millions) March 31, December 31, Senior Secured Credit Facilities: Amended Revolving Credit Facility due 2027 $ — $ — Amended Term Loan A Facility due 2027 501.9 508.8 Amended Term Loan B Facility due 2029 982.5 985.0 5.625% Notes due 2027 400.0 400.0 4.125% Notes due 2029 400.0 400.0 2.75% Convertible Notes due 2026 330.5 330.5 Other long-term obligations 183.4 173.5 2,798.3 2,797.8 Less: Current maturities of long-term debt (47.6) (47.6) Less: Debt discounts (3.7) (3.9) Less: Debt issuance costs (28.9) (28.3) $ 2,718.1 $ 2,718.0 The following is a schedule of future minimum repayments of long-term debt as of March 31, 2024 (in millions): Years ending December 31: 2024 (excluding the three months ended March 31, 2024) $ 37.4 2025 38.2 2026 533.5 2027 837.0 2028 10.8 Thereafter 1,341.4 Total minimum payments $ 2,798.3 Senior Secured Credit Facilities 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 million revolving credit facility (the “Revolving Facility”); (ii) a five-year $300 million Term Loan A facility (the “Term Loan A Facility”); and (iii) a seven-year $500 million Term Loan B facility (the “Term Loan B Facility” and collectively with the Revolving Facility and the Term Loan A Facility, the “Senior Secured Credit Facilities”). On October 15, 2018, in connection with the acquisition of Pinnacle Entertainment, Inc. (“Pinnacle”), 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 $1.1 billion of loans as a new tranche having new terms (the “Term Loan B-1 Facility”). With the exception of extending the maturity date, the Incremental Joinder did not impact the Revolving Facility. On May 3, 2022, the Company entered into a Second Amended and Restated Credit Agreement with its various lenders (the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement provides for a $1.0 billion revolving credit facility, undrawn at close, (the “Amended Revolving Credit Facility”), a five-year $550.0 million term loan A facility (the “Amended Term Loan A Facility”) and a seven-year $1.0 billion term loan B facility (the “Amended Term Loan B Facility”) (together, the “Amended Credit Facilities”). The proceeds from the Amended Credit Facilities were used to repay the existing Term Loan A Facility and Term Loan B-1 Facility balances. The interest rates per annum applicable to loans under the Amended Credit Facilities are, at the Company’s option, equal to either an adjusted secured overnight financing rate (“Term SOFR”) or a base rate, plus an applicable margin. The applicable margin for each of the Amended Revolving Credit Facility and the Amended Term Loan A Facility was initially 1.75% for Term SOFR loans and 0.75% for base rate loans until the Company provided financial reports for the first full fiscal quarter following closing and, thereafter, ranges from 2.25% to 1.50% per annum for Term SOFR loans and 1.25% to 0.50% per annum for base rate loans, in each case depending on the Company’s total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement). The applicable margin for the Amended Term Loan B Facility is 2.75% per annum for Term SOFR loans and 1.75% per annum for base rate loans. The Amended Term Loan B Facility is subject to a Term SOFR “floor” of 0.50% per annum and a base rate “floor” of 1.50% per annum. In addition, the Company pays a commitment fee on the unused portion of the commitments under the Amended Revolving Credit Facility at a rate that was initially 0.25% per annum, until the Company provided financial reports for the first full fiscal quarter following closing, and thereafter, ranges from 0.35% to 0.20% per annum, depending on the Company’s total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement). The Amended Credit Facilities contain customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and certain of its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay dividends and make other restricted payments and prepay certain indebtedness that is subordinated in right of payment to the obligations under the Amended Credit Facilities. The Amended Credit Facilities contain two financial covenants: a maximum total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 4.50 to 1.00, which is subject to a step up to 5.00 to 1.00 in the case of certain significant acquisitions, and a minimum interest coverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 2.00 to 1.00. The Amended Credit Facilities also contain certain customary affirmative covenants and events of default, including the occurrence of a change of control (as defined in the documents governing the Second Amended and Restated Credit Agreement), termination and certain defaults under the Master Leases (which are defined in Note 8, “Leases” ). On February 15, 2024 (the “ Amendment Effective Date ”), PENN entered into a First Amendment (the “Amendment Agreement”) with its various lenders amending its Amended Credit Facilities (as amended, amended and restated, supplemented, or otherwise modified from time to time prior to the Amendment Effective Date , the “Existing Credit Agreement”). The Amendment Agreement amends the Existing Credit Agreement to provide that, during the period beginning on the Amendment Effective Date and ending on the earlier of (i) 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 (ii) the date on which the administrative agent receives a compliance certificate for the quarter ending December 31, 2024 (the “Covenant Relief Period”), the Company will make an adjustment to exclude specified amounts of Interactive segment Adjusted EBITDAR (as defined in Note 15, “Segment Information” ) in its calculations to comply with the maximum total net leverage ratio or minimum interest coverage ratio (as such terms are defined in the Second Amended and Restated Credit Agreement). We will continue to be required to maintain specified financial ratios and to satisfy certain financial tests when our Covenant Relief Period terminates after December 31, 2024. As of March 31, 2024 and December 31, 2023, the Company had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $20.7 million and $21.7 million, respectively, resulting in $979.3 million and $978.3 million of available borrowing capacity under the Amended Revolving Credit Facility, respectively. 2.75% Unsecured Convertible Notes In May 2020, the Company completed a public offering of $330.5 million aggregate principal amount of 2.75% unsecured convertible notes (the “Convertible Notes”) that mature, unless earlier converted, redeemed, or repurchased, on May 15, 2026 at a price of par. As of March 31, 2024 and December 31, 2023, no Convertible Notes have been converted into the Company’s common stock. The maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes was 18,360,815 and the amount by which the Convertible Notes if-converted value exceeded its principal amount was $3.9 million, as of March 31, 2024. The Convertible Notes consisted of the following components: (in millions) March 31, December 31, Liability: Principal $ 330.5 $ 330.5 Unamortized debt issuance costs (4.0) (4.4) Net carrying amount $ 326.5 $ 326.1 Interest expense, net The table below presents interest expense, net: For the three months ended March 31, (in millions) 2024 2023 Interest expense $ 120.6 $ 113.8 Capitalized interest (1.5) (0.8) Interest expense, net $ 119.1 $ 113.0 The table below presents interest expense related to the Convertible Notes: For the three months ended March 31, (in millions) 2024 2023 Coupon interest $ 2.3 $ 2.3 Amortization of debt issuance costs 0.4 0.5 Convertible Notes interest expense $ 2.7 $ 2.8 Debt issuance costs are amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 3.329%. The remaining term of the Convertible Notes was 2.1 years as of March 31, 2024. Covenants Our Amended Credit Facilities, 5.625% Notes due 2027 (the “5.625% Notes”) and 4.125% Notes due 2029 (the “4.125% Notes”), require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests. In addition, our Amended 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 Master Leases (which are defined in Note 8, “Leases” ), 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 of March 31, 2024, 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. Other Long-Term Obligations Other Long-term Obligation In February 2021, we 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 $10.6 million and $8.1 million for the three months ended March 31, 2024 and 2023, respectively. Ohio Relocation Fees Other long-term obligations included $9.4 million at both March 31, 2024 and December 31, 2023 related to the relocation fees for Hollywood Gaming at Dayton Raceway (“Dayton”) and Hollywood Gaming at Mahoning Valley Race Course (“Mahoning Valley”), which opened in August 2014 and September 2014, respectively. The relocation fee for each facility is payable as follows: $7.5 million upon the opening of the facilities and eighteen semi-annual payments of $4.8 million beginning one year after the commencement of operations. These obligations are accreted to interest expense at an effective yield of 5.0%. As of March 31, 2024, the remaining balance of the relocation obligation of $9.4 million is included in “Current maturities of long-term debt” within our unaudited Consolidated Balance Sheets. Event Center As of March 31, 2024 and December 31, 2023, other long-term obligations included $9.3 million and $10.0 million, respectively, related to the repayment obligation of a hotel and event center located less than a mile away from Hollywood Casino Lawrenceburg, which was constructed by the City of Lawrenceburg Department of Redevelopment. Effective in January 2015, by contractual agreement, we assumed a repayment obligation for the hotel and event center in the amount of $15.3 million, which was financed through a loan with the City of Lawrenceburg Department of Redevelopment, in exchange for conveyance of the property. Beginning in January 2016, the Company was obligated to make annual payments on the loan of $1.0 million for 20 years. This obligation is accreted to interest expense at its effective yield of 3.0%. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Leases Master Leases The components contained within the Master Leases are accounted for as either (i) operating leases, (ii) finance leases, or (iii) financing obligations. Changes to future lease payments that are not fixed within the Master Leases (i.e., when future escalators become known or future variable rent resets occur), which are discussed below, require the Company to either (i) increase both the right-of-use (“ROU”) assets and corresponding lease liabilities with respect to operating and finance leases or (ii) record the incremental variable payment associated with the financing obligation to interest expense. AR PENN Master Lease On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the triple net master lease dated November 1, 2013 (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”) and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease). Subsequent to the execution of the AR PENN Master Lease, the lease contains real estate assets associated with 14 of the Company’s gaming facilities used in its operations. The current term of the AR PENN Master Lease expires on October 31, 2033 and thereafter contains three renewal terms of five years each on the same terms and conditions, exercisable at the Company’s option. The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. The payment structure under the AR 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 AR PENN Master Lease) of 1.8:1, and a component that is based on performance, which is prospectively adjusted every five years by an amount equal to 4% of the average change in net revenues of all properties associated with the AR PENN Master Lease compared to a contractual baseline during the preceding five years (“PENN Percentage Rent”). As a result of the annual escalator, effective November 1, 2023, the fixed component of rent increased by $4.2 million. The next annual escalator test date is scheduled to occur on November 1, 2024. The November 1, 2023 PENN Percentage Rent reset resulted in an annual rent reduction of $4.4 million, which will be in effect until the next PENN Percentage Rent reset, scheduled to occur on November 1, 2028. As a result of the January 1, 2023 lease modification event, we concluded (i) the land components contained within the AR PENN Master Lease, which were previously primarily classified as finance leases, to be classified as operating leases, and (ii) control of the building assets have transferred from the Company to the lessor allowing for sale recognition in accordance with ASC Topic 842, “Leases,” (“ASC 842”) which results in the building components to be classified as operating leases. Prior to the January 1, 2023 lease modification event, control of substantially all of the building components were concluded not to have passed from the Company to the lessor in accordance with ASC 842 which required recognition of a financing obligation in accordance with ASC Topic 470, “Debt,” (“ASC 470”), and continued recognition of the underlying asset in “Property and equipment, net” within our unaudited Consolidated Balance Sheets. In conjunction with the sale recognition on the building components, we (i) derecognized $1.6 billion of financing obligations within our unaudited Consolidated Balance Sheets, offset to “Gain on REIT transactions, net” within our unaudited Statements of Operations; and (ii) derecognized $1.1 billion of “Property and equipment, net” associated with the building assets within our unaudited Consolidated Balance Sheets, offset to “Gain on REIT transactions, net” within our unaudited Consolidated Statements of Operations. As a result of our measurement of the associated operating lease liabilities, we recognized a reduction of the ROU assets and corresponding lease liabilities of $1.2 billion within our unaudited Consolidated Balance Sheets as of January 1, 2023. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. 2023 Master Lease Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new triple net master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows (“Meadows”), and Hollywood Casino Perryville (“Perryville”) and a master development agreement (the “Master Development Agreement”). The 2023 Master Lease has an initial term through October 31, 2033 with three subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. The 2023 Master Lease and AR PENN Master Lease are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. As a result of our lease classification assessment, we concluded all land and building components contained within the 2023 Master Lease to be operating leases. As a result of our measurement of the operating lease liabilities, we recognized ROU assets and corresponding lease liabilities of $1.8 billion. Additionally, the 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville, as such we (i) derecognized $171.9 million in ROU assets within our unaudited Consolidated Balance Sheets; (ii) derecognized $165.5 million in lease liabilities within our unaudited Consolidated Balance Sheets; and (iii) recognized a $6.5 million loss on the termination which is recorded in “Gain on REIT transactions, net” within our unaudited Consolidated Statements of Operations. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) equal to $232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for an anticipated relocation of PENN’s riverboat casino and related developments with respect to Aurora (the “Aurora Project”) and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet, Columbus and M Resort (the “Other Development Projects”). The Master Development Agreement provides that GLPI will fund up to $225.0 million for the Aurora Project and, upon PENN’s request, up to $350.0 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement. These funding obligations of GLPI expire on January 1, 2026. The 2023 Master Lease Rent will be subject to a one-time increase of $1.4 million, effective November 1, 2027. The 2023 Master Lease Rent was subject to a fixed escalator of 1.5% on November 1, 2023 and will continue to increase annually thereafter. The Master Development Agreement provides that PENN may elect not to proceed with a development project prior to GLPI’s commencement of any equity or debt offering or credit facility draw intended to fund such a project or after such time in certain instances, provided that GLPI will be reimbursed for all costs and expenses incurred in connection with such discontinued project. The Aurora Project and the Other Development Projects are all subject to necessary regulatory and other government approvals. Pinnacle Master Lease In connection with the acquisition of Pinnacle on October 15, 2018, the Company assumed a triple net master lease with GLPI (the “Pinnacle Master Lease”), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations. 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, on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 32.5 years. 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 of the properties, which is prospectively adjusted every two years by an amount equal to 4% of the average change in net revenues compared to a contractual baseline during the preceding two years (“Pinnacle Percentage Rent”). Both the next annual escalator and Pinnacle Percentage Rent reset are scheduled to occur on May 1, 2024. Other Triple Net Leases with REIT Landlords Morgantown Lease On October 1, 2020, the Company entered into an individual triple net lease with a subsidiary of GLPI for the land underlying our development project in Morgantown, Pennsylvania (“Morgantown Lease”) in exchange for $30.0 million. The initial term of the Morgantown Lease is 20 years with six subsequent, five-year renewal periods, exercisable at the Company’s option. Initial annual rent under the Morgantown Lease is $3.0 million, subject to a 1.50% fixed annual escalation in each of the first three years subsequent to the facility opening, which occurred on December 22, 2021. Thereafter, the lease will be subject to an annual escalator consisting of either (i) 1.25%, if the consumer price index increase is greater than 0.50%, or (ii) zero, if the consumer price index increase is less than 0.50%. All improvements made on the land, including the constructed building, will be owned by the Company while the lease is in effect, however, on the expiration or termination of the Morgantown Lease, ownership of all tenant improvements on the land will transfer to GLPI. We concluded control of the land underlying the Morgantown facility was not passed from the Company to the lessor in accordance with ASC 842. As such we recognized a financing obligation in accordance with ASC 470 and continue to recognize the underlying land asset in “Property and equipment, net” within our unaudited Consolidated Balance Sheets. The Company recognizes interest expense on the lease payments related to the financing obligation under the effective yield method. Margaritaville Lease On January 1, 2019, the Company entered into an individual triple net lease with VICI Properties Inc. (NYSE: VICI) (“VICI”) for the real estate assets used in the operations of Margaritaville Resort Casino (the “Margaritaville Lease”). 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, a portion that is subject to an annual escalator of up to 2% depending on a minimum coverage floor ratio of Net Revenue to Rent of 6.1:1, 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 property compared to a contractual baseline during the preceding two years (“Margaritaville Percentage Rent”). On February 1, 2024, the Margaritaville Lease annual escalator test resulted in an annual rent increase of $0.4 million and the recognition of an additional operating lease ROU asset and corresponding lease liability of $2.7 million. The next annual escalator test date and the next Margaritaville Percentage Rent reset are both scheduled to occur on February 1, 2025. The land and building components contained within the Margaritaville Lease are classified as operating leases. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. Greektown Lease On May 23, 2019, the Company entered into an individual triple net lease with VICI for the real estate assets used in the operations of Hollywood Casino at Greektown (the “Greektown Lease”). 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, a portion subject to an annual escalator of up to 2% depending on 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 property compared to a contractual baseline during the preceding two years (Greektown Percentage Rent”). The next annual escalator test date is scheduled to occur on June 1, 2024. The next Greektown Percentage Rent reset is scheduled to occur on June 1, 2025. In April 2024, the lease was amended to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the ninth lease year (June 1, 2027). The land and building components contained within the Greektown Lease are classified as operating leases. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. Non-REIT Operating Leases In addition to any operating lease components contained within the Master Leases, Margaritaville Lease, and Greektown Lease (collectively referred to as “triple net operating leases”), the Company’s operating leases consists of (i) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company, and (ii) buildings and equipment not associated with our REIT Landlords. Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation, and rental payments based on usage. The Company’s leases include options to extend the lease terms. The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2024: (in millions) Operating Leases Finance Leases Financing Obligations Year ended December 31, 2024 (excluding the three months ended March 31, 2024) $ 463.7 $ 109.7 $ 124.9 2025 611.5 144.7 166.5 2026 612.2 144.7 166.6 2027 614.9 144.6 166.5 2028 613.8 144.6 166.6 Thereafter 3,320.5 3,222.4 3,829.5 Total lease payments 6,236.6 3,910.7 4,620.6 Less: Imputed interest (2,060.4) (1,820.0) (2,203.1) Present value of future lease payments 4,176.2 2,090.7 2,417.5 Less: Current portion of lease obligations (307.4) (37.4) (41.9) Long-term portion of lease obligations $ 3,868.8 $ 2,053.3 $ 2,375.6 The Company modified the presentation of its December 31, 2023 balance sheet to separately reflect assets and liabilities associated with our operating and finance leases. Total payments made under the Triple Net Leases were as follows: For the three months ended March 31, (in millions) 2024 2023 AR PENN Master Lease $ 71.0 $ 71.1 2023 Master Lease 58.9 58.0 Pinnacle Master Lease 85.2 84.1 Margaritaville Lease 6.7 6.4 Greektown Lease 13.2 12.8 Morgantown Lease 0.8 0.8 Total $ 235.8 $ 233.2 Information related to lease term and discount rate was as follows: March 31, 2024 December 31, 2023 Weighted-Average Remaining Lease Term Operating leases 10.9 years 11.2 years Finance leases 27.1 years 27.3 years Financing obligations 27.3 years 27.6 years Weighted-Average Discount Rate Operating leases 7.7 % 7.7 % Finance leases 5.2 % 5.2 % Financing obligations 5.2 % 5.2 % The components of lease expense were as follows: Location on unaudited For the three months ended March 31, (in millions) 2024 2023 Operating Lease Costs Rent expense associated with triple net operating leases General and administrative $ 154.8 $ 146.0 Operating lease cost (1) Primarily General and administrative 5.3 4.8 Short-term lease cost Primarily Gaming expenses 22.8 19.0 Variable lease cost (1) Primarily Gaming expenses 1.0 1.0 Total $ 183.9 $ 170.8 Finance Lease Costs Interest on lease liabilities (2) Interest expense, net $ 27.5 $ 27.6 Amortization of ROU assets (2) Depreciation and amortization 21.9 21.7 Total $ 49.4 $ 49.3 Financing Obligation Costs Interest on financing obligations (3) Interest expense, net $ 36.6 $ 36.4 (1) Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases. (2) Pertains to finance lease components associated with the Pinnacle Master Lease (primarily land). (3) Pertains to the components contained within the Pinnacle Master Lease (buildings) and the Morgantown Lease. Supplemental cash flow information related to leases was as follows: For the three months ended March 31, (in millions) 2024 2023 Non-cash lease activities: Commencement of operating leases $ 2.7 $ 3,657.4 Derecognition of operating lease liabilities $ — $ 307.7 Derecognition of finance lease liabilities $ — $ 2,933.6 Derecognition of financing obligations $ — $ 1,567.8 |
Leases | Leases Master Leases The components contained within the Master Leases are accounted for as either (i) operating leases, (ii) finance leases, or (iii) financing obligations. Changes to future lease payments that are not fixed within the Master Leases (i.e., when future escalators become known or future variable rent resets occur), which are discussed below, require the Company to either (i) increase both the right-of-use (“ROU”) assets and corresponding lease liabilities with respect to operating and finance leases or (ii) record the incremental variable payment associated with the financing obligation to interest expense. AR PENN Master Lease On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the triple net master lease dated November 1, 2013 (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”) and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease). Subsequent to the execution of the AR PENN Master Lease, the lease contains real estate assets associated with 14 of the Company’s gaming facilities used in its operations. The current term of the AR PENN Master Lease expires on October 31, 2033 and thereafter contains three renewal terms of five years each on the same terms and conditions, exercisable at the Company’s option. The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. The payment structure under the AR 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 AR PENN Master Lease) of 1.8:1, and a component that is based on performance, which is prospectively adjusted every five years by an amount equal to 4% of the average change in net revenues of all properties associated with the AR PENN Master Lease compared to a contractual baseline during the preceding five years (“PENN Percentage Rent”). As a result of the annual escalator, effective November 1, 2023, the fixed component of rent increased by $4.2 million. The next annual escalator test date is scheduled to occur on November 1, 2024. The November 1, 2023 PENN Percentage Rent reset resulted in an annual rent reduction of $4.4 million, which will be in effect until the next PENN Percentage Rent reset, scheduled to occur on November 1, 2028. As a result of the January 1, 2023 lease modification event, we concluded (i) the land components contained within the AR PENN Master Lease, which were previously primarily classified as finance leases, to be classified as operating leases, and (ii) control of the building assets have transferred from the Company to the lessor allowing for sale recognition in accordance with ASC Topic 842, “Leases,” (“ASC 842”) which results in the building components to be classified as operating leases. Prior to the January 1, 2023 lease modification event, control of substantially all of the building components were concluded not to have passed from the Company to the lessor in accordance with ASC 842 which required recognition of a financing obligation in accordance with ASC Topic 470, “Debt,” (“ASC 470”), and continued recognition of the underlying asset in “Property and equipment, net” within our unaudited Consolidated Balance Sheets. In conjunction with the sale recognition on the building components, we (i) derecognized $1.6 billion of financing obligations within our unaudited Consolidated Balance Sheets, offset to “Gain on REIT transactions, net” within our unaudited Statements of Operations; and (ii) derecognized $1.1 billion of “Property and equipment, net” associated with the building assets within our unaudited Consolidated Balance Sheets, offset to “Gain on REIT transactions, net” within our unaudited Consolidated Statements of Operations. As a result of our measurement of the associated operating lease liabilities, we recognized a reduction of the ROU assets and corresponding lease liabilities of $1.2 billion within our unaudited Consolidated Balance Sheets as of January 1, 2023. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. 2023 Master Lease Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new triple net master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows (“Meadows”), and Hollywood Casino Perryville (“Perryville”) and a master development agreement (the “Master Development Agreement”). The 2023 Master Lease has an initial term through October 31, 2033 with three subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. The 2023 Master Lease and AR PENN Master Lease are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. As a result of our lease classification assessment, we concluded all land and building components contained within the 2023 Master Lease to be operating leases. As a result of our measurement of the operating lease liabilities, we recognized ROU assets and corresponding lease liabilities of $1.8 billion. Additionally, the 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville, as such we (i) derecognized $171.9 million in ROU assets within our unaudited Consolidated Balance Sheets; (ii) derecognized $165.5 million in lease liabilities within our unaudited Consolidated Balance Sheets; and (iii) recognized a $6.5 million loss on the termination which is recorded in “Gain on REIT transactions, net” within our unaudited Consolidated Statements of Operations. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) equal to $232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for an anticipated relocation of PENN’s riverboat casino and related developments with respect to Aurora (the “Aurora Project”) and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet, Columbus and M Resort (the “Other Development Projects”). The Master Development Agreement provides that GLPI will fund up to $225.0 million for the Aurora Project and, upon PENN’s request, up to $350.0 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement. These funding obligations of GLPI expire on January 1, 2026. The 2023 Master Lease Rent will be subject to a one-time increase of $1.4 million, effective November 1, 2027. The 2023 Master Lease Rent was subject to a fixed escalator of 1.5% on November 1, 2023 and will continue to increase annually thereafter. The Master Development Agreement provides that PENN may elect not to proceed with a development project prior to GLPI’s commencement of any equity or debt offering or credit facility draw intended to fund such a project or after such time in certain instances, provided that GLPI will be reimbursed for all costs and expenses incurred in connection with such discontinued project. The Aurora Project and the Other Development Projects are all subject to necessary regulatory and other government approvals. Pinnacle Master Lease In connection with the acquisition of Pinnacle on October 15, 2018, the Company assumed a triple net master lease with GLPI (the “Pinnacle Master Lease”), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations. 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, on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 32.5 years. 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 of the properties, which is prospectively adjusted every two years by an amount equal to 4% of the average change in net revenues compared to a contractual baseline during the preceding two years (“Pinnacle Percentage Rent”). Both the next annual escalator and Pinnacle Percentage Rent reset are scheduled to occur on May 1, 2024. Other Triple Net Leases with REIT Landlords Morgantown Lease On October 1, 2020, the Company entered into an individual triple net lease with a subsidiary of GLPI for the land underlying our development project in Morgantown, Pennsylvania (“Morgantown Lease”) in exchange for $30.0 million. The initial term of the Morgantown Lease is 20 years with six subsequent, five-year renewal periods, exercisable at the Company’s option. Initial annual rent under the Morgantown Lease is $3.0 million, subject to a 1.50% fixed annual escalation in each of the first three years subsequent to the facility opening, which occurred on December 22, 2021. Thereafter, the lease will be subject to an annual escalator consisting of either (i) 1.25%, if the consumer price index increase is greater than 0.50%, or (ii) zero, if the consumer price index increase is less than 0.50%. All improvements made on the land, including the constructed building, will be owned by the Company while the lease is in effect, however, on the expiration or termination of the Morgantown Lease, ownership of all tenant improvements on the land will transfer to GLPI. We concluded control of the land underlying the Morgantown facility was not passed from the Company to the lessor in accordance with ASC 842. As such we recognized a financing obligation in accordance with ASC 470 and continue to recognize the underlying land asset in “Property and equipment, net” within our unaudited Consolidated Balance Sheets. The Company recognizes interest expense on the lease payments related to the financing obligation under the effective yield method. Margaritaville Lease On January 1, 2019, the Company entered into an individual triple net lease with VICI Properties Inc. (NYSE: VICI) (“VICI”) for the real estate assets used in the operations of Margaritaville Resort Casino (the “Margaritaville Lease”). 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, a portion that is subject to an annual escalator of up to 2% depending on a minimum coverage floor ratio of Net Revenue to Rent of 6.1:1, 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 property compared to a contractual baseline during the preceding two years (“Margaritaville Percentage Rent”). On February 1, 2024, the Margaritaville Lease annual escalator test resulted in an annual rent increase of $0.4 million and the recognition of an additional operating lease ROU asset and corresponding lease liability of $2.7 million. The next annual escalator test date and the next Margaritaville Percentage Rent reset are both scheduled to occur on February 1, 2025. The land and building components contained within the Margaritaville Lease are classified as operating leases. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. Greektown Lease On May 23, 2019, the Company entered into an individual triple net lease with VICI for the real estate assets used in the operations of Hollywood Casino at Greektown (the “Greektown Lease”). 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, a portion subject to an annual escalator of up to 2% depending on 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 property compared to a contractual baseline during the preceding two years (Greektown Percentage Rent”). The next annual escalator test date is scheduled to occur on June 1, 2024. The next Greektown Percentage Rent reset is scheduled to occur on June 1, 2025. In April 2024, the lease was amended to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the ninth lease year (June 1, 2027). The land and building components contained within the Greektown Lease are classified as operating leases. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. Non-REIT Operating Leases In addition to any operating lease components contained within the Master Leases, Margaritaville Lease, and Greektown Lease (collectively referred to as “triple net operating leases”), the Company’s operating leases consists of (i) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company, and (ii) buildings and equipment not associated with our REIT Landlords. Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation, and rental payments based on usage. The Company’s leases include options to extend the lease terms. The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2024: (in millions) Operating Leases Finance Leases Financing Obligations Year ended December 31, 2024 (excluding the three months ended March 31, 2024) $ 463.7 $ 109.7 $ 124.9 2025 611.5 144.7 166.5 2026 612.2 144.7 166.6 2027 614.9 144.6 166.5 2028 613.8 144.6 166.6 Thereafter 3,320.5 3,222.4 3,829.5 Total lease payments 6,236.6 3,910.7 4,620.6 Less: Imputed interest (2,060.4) (1,820.0) (2,203.1) Present value of future lease payments 4,176.2 2,090.7 2,417.5 Less: Current portion of lease obligations (307.4) (37.4) (41.9) Long-term portion of lease obligations $ 3,868.8 $ 2,053.3 $ 2,375.6 The Company modified the presentation of its December 31, 2023 balance sheet to separately reflect assets and liabilities associated with our operating and finance leases. Total payments made under the Triple Net Leases were as follows: For the three months ended March 31, (in millions) 2024 2023 AR PENN Master Lease $ 71.0 $ 71.1 2023 Master Lease 58.9 58.0 Pinnacle Master Lease 85.2 84.1 Margaritaville Lease 6.7 6.4 Greektown Lease 13.2 12.8 Morgantown Lease 0.8 0.8 Total $ 235.8 $ 233.2 Information related to lease term and discount rate was as follows: March 31, 2024 December 31, 2023 Weighted-Average Remaining Lease Term Operating leases 10.9 years 11.2 years Finance leases 27.1 years 27.3 years Financing obligations 27.3 years 27.6 years Weighted-Average Discount Rate Operating leases 7.7 % 7.7 % Finance leases 5.2 % 5.2 % Financing obligations 5.2 % 5.2 % The components of lease expense were as follows: Location on unaudited For the three months ended March 31, (in millions) 2024 2023 Operating Lease Costs Rent expense associated with triple net operating leases General and administrative $ 154.8 $ 146.0 Operating lease cost (1) Primarily General and administrative 5.3 4.8 Short-term lease cost Primarily Gaming expenses 22.8 19.0 Variable lease cost (1) Primarily Gaming expenses 1.0 1.0 Total $ 183.9 $ 170.8 Finance Lease Costs Interest on lease liabilities (2) Interest expense, net $ 27.5 $ 27.6 Amortization of ROU assets (2) Depreciation and amortization 21.9 21.7 Total $ 49.4 $ 49.3 Financing Obligation Costs Interest on financing obligations (3) Interest expense, net $ 36.6 $ 36.4 (1) Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases. (2) Pertains to finance lease components associated with the Pinnacle Master Lease (primarily land). (3) Pertains to the components contained within the Pinnacle Master Lease (buildings) and the Morgantown Lease. Supplemental cash flow information related to leases was as follows: For the three months ended March 31, (in millions) 2024 2023 Non-cash lease activities: Commencement of operating leases $ 2.7 $ 3,657.4 Derecognition of operating lease liabilities $ — $ 307.7 Derecognition of finance lease liabilities $ — $ 2,933.6 Derecognition of financing obligations $ — $ 1,567.8 |
Leases | Leases Master Leases The components contained within the Master Leases are accounted for as either (i) operating leases, (ii) finance leases, or (iii) financing obligations. Changes to future lease payments that are not fixed within the Master Leases (i.e., when future escalators become known or future variable rent resets occur), which are discussed below, require the Company to either (i) increase both the right-of-use (“ROU”) assets and corresponding lease liabilities with respect to operating and finance leases or (ii) record the incremental variable payment associated with the financing obligation to interest expense. AR PENN Master Lease On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the triple net master lease dated November 1, 2013 (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”) and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease). Subsequent to the execution of the AR PENN Master Lease, the lease contains real estate assets associated with 14 of the Company’s gaming facilities used in its operations. The current term of the AR PENN Master Lease expires on October 31, 2033 and thereafter contains three renewal terms of five years each on the same terms and conditions, exercisable at the Company’s option. The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. The payment structure under the AR 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 AR PENN Master Lease) of 1.8:1, and a component that is based on performance, which is prospectively adjusted every five years by an amount equal to 4% of the average change in net revenues of all properties associated with the AR PENN Master Lease compared to a contractual baseline during the preceding five years (“PENN Percentage Rent”). As a result of the annual escalator, effective November 1, 2023, the fixed component of rent increased by $4.2 million. The next annual escalator test date is scheduled to occur on November 1, 2024. The November 1, 2023 PENN Percentage Rent reset resulted in an annual rent reduction of $4.4 million, which will be in effect until the next PENN Percentage Rent reset, scheduled to occur on November 1, 2028. As a result of the January 1, 2023 lease modification event, we concluded (i) the land components contained within the AR PENN Master Lease, which were previously primarily classified as finance leases, to be classified as operating leases, and (ii) control of the building assets have transferred from the Company to the lessor allowing for sale recognition in accordance with ASC Topic 842, “Leases,” (“ASC 842”) which results in the building components to be classified as operating leases. Prior to the January 1, 2023 lease modification event, control of substantially all of the building components were concluded not to have passed from the Company to the lessor in accordance with ASC 842 which required recognition of a financing obligation in accordance with ASC Topic 470, “Debt,” (“ASC 470”), and continued recognition of the underlying asset in “Property and equipment, net” within our unaudited Consolidated Balance Sheets. In conjunction with the sale recognition on the building components, we (i) derecognized $1.6 billion of financing obligations within our unaudited Consolidated Balance Sheets, offset to “Gain on REIT transactions, net” within our unaudited Statements of Operations; and (ii) derecognized $1.1 billion of “Property and equipment, net” associated with the building assets within our unaudited Consolidated Balance Sheets, offset to “Gain on REIT transactions, net” within our unaudited Consolidated Statements of Operations. As a result of our measurement of the associated operating lease liabilities, we recognized a reduction of the ROU assets and corresponding lease liabilities of $1.2 billion within our unaudited Consolidated Balance Sheets as of January 1, 2023. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. 2023 Master Lease Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new triple net master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows (“Meadows”), and Hollywood Casino Perryville (“Perryville”) and a master development agreement (the “Master Development Agreement”). The 2023 Master Lease has an initial term through October 31, 2033 with three subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. The 2023 Master Lease and AR PENN Master Lease are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. As a result of our lease classification assessment, we concluded all land and building components contained within the 2023 Master Lease to be operating leases. As a result of our measurement of the operating lease liabilities, we recognized ROU assets and corresponding lease liabilities of $1.8 billion. Additionally, the 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville, as such we (i) derecognized $171.9 million in ROU assets within our unaudited Consolidated Balance Sheets; (ii) derecognized $165.5 million in lease liabilities within our unaudited Consolidated Balance Sheets; and (iii) recognized a $6.5 million loss on the termination which is recorded in “Gain on REIT transactions, net” within our unaudited Consolidated Statements of Operations. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) equal to $232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for an anticipated relocation of PENN’s riverboat casino and related developments with respect to Aurora (the “Aurora Project”) and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet, Columbus and M Resort (the “Other Development Projects”). The Master Development Agreement provides that GLPI will fund up to $225.0 million for the Aurora Project and, upon PENN’s request, up to $350.0 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement. These funding obligations of GLPI expire on January 1, 2026. The 2023 Master Lease Rent will be subject to a one-time increase of $1.4 million, effective November 1, 2027. The 2023 Master Lease Rent was subject to a fixed escalator of 1.5% on November 1, 2023 and will continue to increase annually thereafter. The Master Development Agreement provides that PENN may elect not to proceed with a development project prior to GLPI’s commencement of any equity or debt offering or credit facility draw intended to fund such a project or after such time in certain instances, provided that GLPI will be reimbursed for all costs and expenses incurred in connection with such discontinued project. The Aurora Project and the Other Development Projects are all subject to necessary regulatory and other government approvals. Pinnacle Master Lease In connection with the acquisition of Pinnacle on October 15, 2018, the Company assumed a triple net master lease with GLPI (the “Pinnacle Master Lease”), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations. 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, on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 32.5 years. 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 of the properties, which is prospectively adjusted every two years by an amount equal to 4% of the average change in net revenues compared to a contractual baseline during the preceding two years (“Pinnacle Percentage Rent”). Both the next annual escalator and Pinnacle Percentage Rent reset are scheduled to occur on May 1, 2024. Other Triple Net Leases with REIT Landlords Morgantown Lease On October 1, 2020, the Company entered into an individual triple net lease with a subsidiary of GLPI for the land underlying our development project in Morgantown, Pennsylvania (“Morgantown Lease”) in exchange for $30.0 million. The initial term of the Morgantown Lease is 20 years with six subsequent, five-year renewal periods, exercisable at the Company’s option. Initial annual rent under the Morgantown Lease is $3.0 million, subject to a 1.50% fixed annual escalation in each of the first three years subsequent to the facility opening, which occurred on December 22, 2021. Thereafter, the lease will be subject to an annual escalator consisting of either (i) 1.25%, if the consumer price index increase is greater than 0.50%, or (ii) zero, if the consumer price index increase is less than 0.50%. All improvements made on the land, including the constructed building, will be owned by the Company while the lease is in effect, however, on the expiration or termination of the Morgantown Lease, ownership of all tenant improvements on the land will transfer to GLPI. We concluded control of the land underlying the Morgantown facility was not passed from the Company to the lessor in accordance with ASC 842. As such we recognized a financing obligation in accordance with ASC 470 and continue to recognize the underlying land asset in “Property and equipment, net” within our unaudited Consolidated Balance Sheets. The Company recognizes interest expense on the lease payments related to the financing obligation under the effective yield method. Margaritaville Lease On January 1, 2019, the Company entered into an individual triple net lease with VICI Properties Inc. (NYSE: VICI) (“VICI”) for the real estate assets used in the operations of Margaritaville Resort Casino (the “Margaritaville Lease”). 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, a portion that is subject to an annual escalator of up to 2% depending on a minimum coverage floor ratio of Net Revenue to Rent of 6.1:1, 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 property compared to a contractual baseline during the preceding two years (“Margaritaville Percentage Rent”). On February 1, 2024, the Margaritaville Lease annual escalator test resulted in an annual rent increase of $0.4 million and the recognition of an additional operating lease ROU asset and corresponding lease liability of $2.7 million. The next annual escalator test date and the next Margaritaville Percentage Rent reset are both scheduled to occur on February 1, 2025. The land and building components contained within the Margaritaville Lease are classified as operating leases. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. Greektown Lease On May 23, 2019, the Company entered into an individual triple net lease with VICI for the real estate assets used in the operations of Hollywood Casino at Greektown (the “Greektown Lease”). 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, a portion subject to an annual escalator of up to 2% depending on 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 property compared to a contractual baseline during the preceding two years (Greektown Percentage Rent”). The next annual escalator test date is scheduled to occur on June 1, 2024. The next Greektown Percentage Rent reset is scheduled to occur on June 1, 2025. In April 2024, the lease was amended to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the ninth lease year (June 1, 2027). The land and building components contained within the Greektown Lease are classified as operating leases. Lease components classified as an operating lease are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations. Non-REIT Operating Leases In addition to any operating lease components contained within the Master Leases, Margaritaville Lease, and Greektown Lease (collectively referred to as “triple net operating leases”), the Company’s operating leases consists of (i) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company, and (ii) buildings and equipment not associated with our REIT Landlords. Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation, and rental payments based on usage. The Company’s leases include options to extend the lease terms. The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2024: (in millions) Operating Leases Finance Leases Financing Obligations Year ended December 31, 2024 (excluding the three months ended March 31, 2024) $ 463.7 $ 109.7 $ 124.9 2025 611.5 144.7 166.5 2026 612.2 144.7 166.6 2027 614.9 144.6 166.5 2028 613.8 144.6 166.6 Thereafter 3,320.5 3,222.4 3,829.5 Total lease payments 6,236.6 3,910.7 4,620.6 Less: Imputed interest (2,060.4) (1,820.0) (2,203.1) Present value of future lease payments 4,176.2 2,090.7 2,417.5 Less: Current portion of lease obligations (307.4) (37.4) (41.9) Long-term portion of lease obligations $ 3,868.8 $ 2,053.3 $ 2,375.6 The Company modified the presentation of its December 31, 2023 balance sheet to separately reflect assets and liabilities associated with our operating and finance leases. Total payments made under the Triple Net Leases were as follows: For the three months ended March 31, (in millions) 2024 2023 AR PENN Master Lease $ 71.0 $ 71.1 2023 Master Lease 58.9 58.0 Pinnacle Master Lease 85.2 84.1 Margaritaville Lease 6.7 6.4 Greektown Lease 13.2 12.8 Morgantown Lease 0.8 0.8 Total $ 235.8 $ 233.2 Information related to lease term and discount rate was as follows: March 31, 2024 December 31, 2023 Weighted-Average Remaining Lease Term Operating leases 10.9 years 11.2 years Finance leases 27.1 years 27.3 years Financing obligations 27.3 years 27.6 years Weighted-Average Discount Rate Operating leases 7.7 % 7.7 % Finance leases 5.2 % 5.2 % Financing obligations 5.2 % 5.2 % The components of lease expense were as follows: Location on unaudited For the three months ended March 31, (in millions) 2024 2023 Operating Lease Costs Rent expense associated with triple net operating leases General and administrative $ 154.8 $ 146.0 Operating lease cost (1) Primarily General and administrative 5.3 4.8 Short-term lease cost Primarily Gaming expenses 22.8 19.0 Variable lease cost (1) Primarily Gaming expenses 1.0 1.0 Total $ 183.9 $ 170.8 Finance Lease Costs Interest on lease liabilities (2) Interest expense, net $ 27.5 $ 27.6 Amortization of ROU assets (2) Depreciation and amortization 21.9 21.7 Total $ 49.4 $ 49.3 Financing Obligation Costs Interest on financing obligations (3) Interest expense, net $ 36.6 $ 36.4 (1) Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases. (2) Pertains to finance lease components associated with the Pinnacle Master Lease (primarily land). (3) Pertains to the components contained within the Pinnacle Master Lease (buildings) and the Morgantown Lease. Supplemental cash flow information related to leases was as follows: For the three months ended March 31, (in millions) 2024 2023 Non-cash lease activities: Commencement of operating leases $ 2.7 $ 3,657.4 Derecognition of operating lease liabilities $ — $ 307.7 Derecognition of finance lease liabilities $ — $ 2,933.6 Derecognition of financing obligations $ — $ 1,567.8 |
Investments in and Advances to
Investments in and Advances to Unconsolidated Affiliates | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in and Advances to Unconsolidated Affiliates | Investments in and Advances to Unconsolidated Affiliates As of March 31, 2024, investments in and advances to unconsolidated affiliates primarily consisted of the Company’s 50% investment in Kansas Entertainment, the joint venture with NASCAR that owns Hollywood Casino at Kansas Speedway. Kansas Entertainment Joint Venture As of March 31, 2024 and December 31, 2023, our investment in Kansas Entertainment was $81.5 million and $80.8 million, respectively. During the three months ended March 31, 2024 and 2023, the Company received distributions from Kansas Entertainment totaling $7.3 million and $8.5 million, respectively. The Company deems these distributions to be returns on its investment based on the source of those cash flows from the normal business operations of Kansas Entertainment. The Company has determined that Kansas Entertainment does not qualify as a VIE. Using the guidance for entities that are not VIEs, the Company determined that it did not have a controlling financial interest in the joint venture, primarily as it did not have the ability to direct the activities of the joint venture that most significantly impacted the joint venture’s economic performance without the input of NASCAR. Therefore, the Company did not consolidate the financial position of Kansas Entertainment as of March 31, 2024 and December 31, 2023, nor the results of operations for the three months ended March 31, 2024 and 2023. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pre-tax book income or loss. The tax effects of discrete items, including but not limited to, excess tax benefits associated with stock-based compensation, are reported in the interim period in which they occur. The effective tax rate (income taxes as a percentage of income or loss before income taxes) including discrete items was 14.8% for the three months ended March 31, 2024, as compared to 23.8% for the three months ended March 31, 2023. The effective tax rate for the three months ended March 31, 2024, was lower than the statutory federal tax rate of 21% primarily due to non-deductible executive compensation, tax credit utilization, and the decrease in our valuation allowance. We excluded certain foreign losses from our worldwide effective tax rate calculation due to a year-to-date ordinary loss for which no benefit may be recognized. Our effective tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our earnings and changes to our valuation allowance. 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. As of each reporting date, the Company considers all available positive and negative evidence that could affect its view of the future realization of deferred tax assets pursuant to ASC Topic 740, “Income Taxes.” As of March 31, 2024, we intend to continue maintaining a valuation allowance on our deferred tax assets not more than likely than not to be realized until there is sufficient positive evidence to support the reversal of all or some portion of these allowances. A reduction in the valuation allowance could result in a significant decrease to income tax expense in the period the release is recorded. Although the exact timing and valuation reversal amount are estimated, the actual determination is contingent upon the earnings level we achieve in 2024 as well as our projected income levels in future periods. During the three months ended March 31, 2024, the Company released a portion of its valuation allowance, in the amount of $5.1 million, on certain state deferred tax assets that are more likely than not to be realized. During the three months ended March 31, 2023, the Company recorded a net deferred tax liability of $115.9 million with respect to the Barstool stock acquisition on February 17, 2023. These temporary differences were primarily related to existing carryover tax basis, acquired federal and state net operating losses, and other acquired intangible assets excluding goodwill. The net deferred tax liability was subsequently written off as part of the Barstool disposition discussed in Note 5, “Acquisitions and Dispositions.” As of March 31, 2024 and December 31, 2023, the Company had prepaid income taxes of $7.0 million and $65.3 million, respectively, which were included in “Prepaid expenses” within our unaudited Consolidated Balance Sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, development agreements and other matters arising in the ordinary course of business. Although the Company maintains what it believes to be adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and administrative proceedings can be costly, time-consuming, and unpredictable. The Company does not believe that the final outcome of these matters will have a material adverse effect on its financial position, results of operations, or cash flows. ESPN Sportsbook and Investment Agreements On August 8, 2023, PENN entered into the Sportsbook Agreement with ESPN which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States. The Sportsbook Agreement has an initial 10-year term and may be extended for an additional ten years upon mutual agreement of PENN and ESPN. In consideration for the media marketing services and brand and other rights provided by ESPN, PENN will pay $150.0 million per year in cash pursuant to the Sportsbook Agreement for the initial 10-year term and issue warrants pursuant to the Investment Agreement (as defined and described in more detail below). The Sportsbook Agreement may be terminated by either party if at the end of year three of the term the Sportsbook has not achieved a specified level of market share based on gross gaming revenue in the states in which the Sportsbook operates while branded ESPN BET, and other terms pursuant to the agreement. In connection with the Sportsbook Agreement, PENN and ESPN, Inc. entered into an Investment Agreement (the “Investment Agreement”) on August 8, 2023. The Investment Agreement provides for the issuance to ESPN, Inc. of certain warrants to purchase shares of PENN common stock, par value $0.01 per share, and setting forth certain other governance rights of ESPN, Inc. Pursuant to the Investment Agreement PENN issued to ESPN, Inc. warrants to purchase approximately 31.8 million shares of PENN common stock. The warrants are classified as equity and contain three separate tranches which vest quarterly over ten years from the date of the Investment Agreement, provided that any remaining unvested portion of the first tranche of warrants will vest on August 8, 2032. At the grant date, the $550.4 million fair value of the awards was determined using the Black Scholes pricing model with contractual terms ranging from 9.5 to 11.5 years, and strike prices ranging from $26.08 to $32.60. During the three months ended March 31, 2024 , the Company recognized $18.7 million related to the Investment Agreement warrants. Expenses related to these warrants are recorded within “Gaming” expenses on the unaudited Consolidated Statements of Operations and recognized when services are received. |
Stockholders_ Equity and Stock-
Stockholders’ Equity and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders’ Equity and Stock-Based Compensation | Stockholders’ Equity and Stock-Based Compensation Common and Preferred Stock In conjunction with the February 20, 2020 stock purchase agreement between PENN and Barstool, the Company issued 883 shares of Series D Preferred Stock, par value $0.01 (the “Series D Preferred Stock”) to certain individual stockholders affiliated with Barstool. 1/1,000th of a share of Series D Preferred Stock is convertible into one share of PENN common stock. Pursuant to the Barstool SPA, on August 11, 2023, all remaining outstanding shares of Series D Preferred Stock were converted to common stock. See Note 5, “Acquisitions and Dispositions” for additional information related to the Barstool SPA. As of both March 31, 2024 and December 31, 2023, there were 5,000 shares authorized of Series D Preferred Stock and no shares were outstanding. In connection with the acquisition of Score Media and Gaming, Inc. (“theScore”) in October 2021, the Company issued 12,319,340 of common stock with a par value of $0.01, and 697,539 exchangeable shares, par value $0.01 (“Exchangeable Shares”) through the capital of an indirect wholly-owned subsidiary of PENN, in addition to cash consideration. Each Exchangeable Share is exchangeable into one share of PENN Common Stock at the option of the holder, subject to certain adjustments. Upon the acquisition of theScore, certain employees of theScore elected to have their outstanding equity awards, which were assumed under theScore plan (as defined below), issued as Exchangeable Shares, once the shares vest or are exercised. In addition, the Company may redeem all outstanding Exchangeable Shares in exchange for shares of PENN common stock at any time following the fifth anniversary of the closing, or earlier under certain circumstances. During the three months ended March 31, 2024 and 2023, we issued 68,048 and 2,854 Exchangeable Shares, respectively. As of both March 31, 2024 and December 31, 2023, there were 768,441 Exchangeable Shares authorized, of which 557,174 shares and 560,267 shares were outstanding, respectively. Share Repurchase Authorization On December 6, 2022, the Board of Directors approved a share repurchase authorization for $750.0 million (the “December 2022 Authorization”). The December 2022 Authorization expires on December 31, 2025. The Company utilized the capacity under the previous February 2022 authorization prior to effecting any repurchases under the December 2022 Authorization. Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors. Share repurchases may be made from time to time through a Rule 10b5-1 trading plan, open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements. There is no minimum number of shares that the Company is required to repurchase and the repurchase authorization may be suspended or discontinued at any time without prior notice. No shares of the Company’s common stock were repurchased during the three months ended March 31, 2024. During the three months ended March 31, 2023, the Company repurchased 1,646,963 shares of its common stock in open market transactions for $50.0 million, at an average price of $30.36 per share under the previous $750.0 million February 2022 authorization. The cost of all repurchased shares is recorded as “Treasury stock” within our unaudited Consolidated Balance Sheets. No shares of the Company’s common stock were repurchased subsequent to the quarter ended March 31, 2024. As of May 1, 2024, the remaining availability under our December 2022 Authorization was $749.5 million. 2022 Long Term Incentive Compensation Plan On June 7, 2022, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors, approved the Company’s 2022 Long Term Incentive Compensation Plan (the “2022 Plan”). The 2022 Plan authorizes the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights (“SARs”), restricted stock (shares and/or units), performance awards (shares and/or units), and cash awards to executive officers, non-employee directors, other employees, consultants, and advisors of the Company and its subsidiaries. Non-employee directors and consultants are eligible to receive all such awards, other than incentive stock options. Pursuant to the 2022 Plan, an initial 6,870,000 shares of the Company’s common stock were reserved for issuance, plus any shares of common stock subject to outstanding awards under both the previous 2018 Long Term Incentive Compensation Plan, as amended (“2018 Plan”) and Score Media and Gaming Inc. Second Amended and Restated Stock Option and Restricted Stock Unit Plan (the “theScore Plan”) as of June 7, 2022, and outstanding awards that are forfeited or settled for cash under each of the prior plans. On June 6, 2023, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors, approved an amendment to the 2022 Plan (as amended, the “2022 Amended Plan”), which increased the number of shares reserved for issuance under the plan by 7,000,000 shares to 13,870,000 shares. For purposes of determining the number of shares available for issuance under the 2022 Amended Plan, stock options, restricted stock and all other equity settled awards count against the 13,870,000 share limit as one share of common stock for each share granted. Any awards that are not settled in shares of common stock are not counted against the share limit. As of March 31, 2024, there are 9,214,702 shares available for future grants under the 2022 Amended Plan. Performance Share Program The Company’s performance share programs were adopted to provide our NEOs and certain other key executives with stock-based compensation tied directly to the Company’s performance, which further aligns their interests with our shareholders and provides compensation only if the designated performance goals are met for the applicable performance periods. The Company did not grant any restricted units with performance-based vesting conditions during the three months ended March 31, 2024, as compared to an aggregate of 461,747 restricted units granted at target, during the three months ended March 31, 2023. Restricted performance units granted prior to the adoption of the 2022 Plan were awarded under a performance share program (“the Performance Share Program II”). Subsequent restricted performance units are governed by the 2022 Plan. Restricted performance units consist of three one-year performance periods over a three-year service period. The awards have the potential to be earned at between 0% and 150% of the number of shares granted depending on achievement of the annual performance goals, and remain subject to vesting for the full three-year service period. Stock-based Compensation Expense Stock-based compensation expense pertains to our stock options and restricted stock, including restricted stock with performance conditions. The Company recognized $11.9 million and $16.5 million of stock-based compensation expense during the three months ended March 31, 2024 and 2023, respectively, which is included in “General and administrative” expense within the unaudited Consolidated Statements of Operations. Stock Options The Company granted 795,913 and 837,873 stock options during the three months ended March 31, 2024 and March 31, 2023, respectively. Cash-settled Phantom Stock Units Our outstanding phantom stock units (“CPUs”), are settled in cash and entitle plan recipients to receive a cash payment based on the fair value of the Company’s common stock which is based on the closing stock price of the trading day preceding the vest date. Our CPUs vest over a period of one As of March 31, 2024, there was a total of $1.3 million unrecognized compensation cost related to CPUs that will be recognized over the awards remaining weighted-average vesting period of 1.7 years. During the three months ended March 31, 2024 and 2023, the Company recognized $0.1 million and $0.7 million of compensation expense associated with these awards, respectively. Compensation expense associated with our CPUs is recorded in “General and administrative” within the unaudited Consolidated Statements of Operations. We paid $0.5 million and $1.4 million for the three months ended March 31, 2024 and 2023, respectively, pertaining to cash-settled CPUs. Stock Appreciation Rights Our outstanding SARs are settled in cash and are accounted for as liability awards, and generally vest over a period of four years. The fair value of cash-settled SARs is calculated each reporting period and estimated using the Black-Scholes option pricing model. The Company has a liability, which is included in “Accrued expenses and other current liabilities” within the unaudited Consolidated Balance Sheets, associated with its cash-settled SARs of $0.8 million and $5.8 million as of March 31, 2024 and December 31, 2023, respectively. For SARs held by employees of the Company, there was $0.4 million of total unrecognized compensation cost as of March 31, 2024 that will be recognized over the awards remaining weighted-average vesting period of 1.8 years. For the three months ended March 31, 2024 and 2023, the Company recognized a reduction to compensation expense of $4.6 million and $0.1 million, respectively. Compensation expense associated with our SARs is recorded in “General and administrative” within the unaudited Consolidated Statements of Operations. We paid $0.1 million and $0.5 million during the three months ended March 31, 2024 and 2023, respectively, related to cash-settled SARs. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share For the three months ended March 31, 2024, we recorded a net loss attributable to PENN. As such, because the dilution from potential common shares was anti-dilutive, we used basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding when calculating diluted loss per share. Stock options, restricted stock, and convertible debt that could potentially dilute basic EPS in the future that were not included in the computation of diluted loss per share were as follows: (in millions) For the three months ended March 31, 2024 Assumed conversion of dilutive stock options 0.2 Assumed conversion of dilutive restricted stock 0.2 Assumed conversion of convertible debt 14.1 For the three months ended March 31, 2023, we recorded net income attributable to PENN. As such, we used diluted weighted-average common shares outstanding when calculating diluted income per share. Stock options, restricted stock, convertible preferred shares, and convertible debt that could potentially dilute basic EPS in the future are included in the computation of diluted income per share. The following table sets forth the allocation of net income for the three months ended March 31, 2023 under the two-class method. For the three months ended March 31, 2024, we did not utilize the two-class method due to all preferred shares being converted as part of the Barstool SPA during the third quarter of 2023 as discussed in Note 12, “Stockholders’ Equity and Stock-Based Compensation” . (in millions) For the three months ended March 31, 2023 Net income attributable to PENN Entertainment, Inc. $ 514.5 Net income applicable to preferred stock 1.7 Net income applicable to common stock $ 512.8 The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three months ended March 31, 2024 and 2023: For the three months ended March 31, (in millions) 2024 2023 Weighted-average common shares outstanding—basic 151.9 153.3 Assumed conversion of: Dilutive stock options — 0.9 Dilutive restricted stock — 0.3 Convertible debt — 14.1 Weighted-average common shares outstanding—diluted 151.9 168.6 Restricted stock with performance and market based vesting conditions that have not been met as of March 31, 2024 were excluded from the computation of diluted EPS. Options and warrants to purchase 34.6 million shares and options to purchase 1.5 million shares were outstanding during the three months ended March 31, 2024 and March 31, 2023, respectively, but were not included in the computation of diluted EPS because they were anti-dilutive. The assumed conversion of 0.5 million preferred shares were excluded from the computation of diluted EPS for the three months ended March 31, 2023, because including them would have been anti-dilutive. The Company’s calculation of weighted-average common shares outstanding includes the Exchangeable Shares as discussed Note 12, “Stockholders’ Equity and Stock-Based Compensation.” The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three months ended March 31, 2024 and 2023: For the three months ended March 31, (in millions, except per share data) 2024 2023 Calculation of basic earnings (loss) per share: Net income (loss) applicable to common stock $ (114.7) $ 512.8 Weighted-average shares outstanding — PENN Entertainment, Inc. 151.4 152.7 Weighted-average shares outstanding — Exchangeable Shares 0.5 0.6 Weighted-average common shares outstanding — basic 151.9 153.3 Basic earnings (loss) per share $ (0.76) $ 3.35 Calculation of diluted earnings (loss) per share: Net income (loss) applicable to common stock $ (114.7) $ 512.8 Interest expense, net of tax (1) : Convertible Notes — 1.8 Diluted income (loss) applicable to common stock $ (114.7) $ 514.6 Weighted-average common shares outstanding — diluted 151.9 168.6 Diluted earnings (loss) per share $ (0.76) $ 3.05 (1) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy are described below: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions, as there is little, if any, related market activity. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. The fair value of the Company’s trade accounts receivable and payable approximates the carrying amounts. Cash and Cash Equivalents The fair value of the Company’s cash and cash equivalents approximates their carrying amount, due to the short maturity of the cash equivalents. Equity Securities As of March 31, 2024 and December 31, 2023, we held $9.2 million and $10.7 million in equity securities of ordinary shares, respectively, which are reported as “Other assets” in our unaudited Consolidated Balance Sheets. These equity securities are the result of PENN Interactive entering into multi-year agreements with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access across our portfolio. During the three months ended March 31, 2024 and March 31, 2023, we recognized unrealized holding losses of $1.5 million and $3.2 million related to these equity securities, respectively, which is included in “Other,” as reported in “Other income (expenses)” within our unaudited Consolidated Statements of Operations. The fair value of the equity securities was determined using Level 1 inputs, which use market approach valuation techniques. The primary inputs to those techniques include the quoted market price of the equity securities and foreign currency exchange rates. Available-for-Sale Debt Securities The Company acquired 12.0% secured convertible notes in a technology provider on April 7, 2023 for $20.0 million, due on the third-year anniversary of the date of issuance. The terms contain optional and mandatory conversion provisions pursuant to which we will receive common stock upon conversion. As of both periods ended March 31, 2024 and December 31, 2023, the balance of the convertible notes was $24.2 million, which are reported in “Other assets” in our unaudited Consolidated Balance Sheets. As of March 31, 2024, the fair value of the convertible notes approximates the carrying value as of December 31, 2023. Therefore, we did not record any unrealized gains or losses to “Other comprehensive income (loss)” within our unaudited Consolidated Statements of Comprehensive Income (Loss). The fair value of the convertible notes was determined using a binomial lattice model and is categorized as a Level 3 measurement. Held-to-Maturity Securities and Promissory Notes We have a management contract with Retama Development Corporation (“RDC”), a local government corporation of the City of Selma, Texas, to manage the day-to-day operations of Retama Park Racetrack, located outside of San Antonio, Texas. In addition, we own 1.0% of the equity of Retama Nominal Holder, LLC, which holds a nominal interest in the racing license used to operate Retama Park Racetrack, and a 75.5% interest in Pinnacle Retama Partners, LLC (“PRP”), which owns the contingent gaming rights that may arise if gaming under the existing racing license becomes legal in Texas in the future. As of both periods ended March 31, 2024 and December 31, 2023, PRP held $7.9 million in promissory notes issued by RDC and $6.7 million in local government corporation bonds issued by RDC, at amortized cost. The promissory notes and the local government corporation bonds are collateralized by the assets of Retama Park Racetrack. As of March 31, 2024 and December 31, 2023, the promissory notes and the local government corporation bonds were included in “Other assets” within our unaudited Consolidated Balance Sheets. The contractual terms of these promissory notes include interest payments due at maturity; however, we have not recorded accrued interest on these promissory notes because uncertainty exists as to RDC’s ability to make interest payments. We have the positive intent and ability to hold the local government corporation bonds to maturity and until the amortized cost is recovered. The estimated fair values of such investments are principally based on appraised values of the land associated with Retama Park Racetrack, which are classified as Level 2 inputs. Long-term Debt The fair value of our Amended Term Loan A Facility, Amended Term Loan B Facility, 5.625% Notes, 4.125% Notes, and the Convertible Notes is estimated based on quoted prices in active markets. During the current quarter, we reassessed the trading frequency of our previously described long-term debt instruments and reclassified them from a Level 1 measurement to a Level 2 measurement as of March 31, 2024. Other long-term obligations as of March 31, 2024 and December 31, 2023 included a financing arrangement entered in February of 2021, the relocation fees for Dayton and Mahoning Valley, and the repayment obligation of the hotel and event center located near Hollywood Casino Lawrenceburg. See Note 7, “Long-term Debt” for details. The fair values of the Dayton and Mahoning Valley relocation fees and the Lawrenceburg repayment obligation are estimated based on rates consistent with the Company’s credit rating for comparable terms and debt instruments and are classified as Level 2 measurements. Additionally, in February 2021, we entered into a third-party 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 and the fair value of the financing obligation is based on what we expect to be settled in a future period of which the principal is contingent and predicated on other events, plus accreted period non-cash interest using an effective interest rate of 27.0% until the claims and related obligation is settled. The financing obligation has been classified as a Level 3 measurement and is included within our unaudited Consolidated Balance Sheets in “Long-term debt, net of current maturities, debt discount, and debt issuance costs.” See Note 7, “Long-term Debt.” Other Liabilities Other liabilities as of March 31, 2024 and December 31, 2023 include contingent purchase price liabilities related to Plainridge Park Casino and HitPoint Inc. and Lucky Point Inc. (collectively, “Hitpoint”), which was acquired on May 11, 2021. The Hitpoint contingent purchase price liability is payable in installments up to a maximum of $1.0 million in the form of cash and equity, on the first three anniversaries of the acquisition close date and is based on the achievement of mutual goals established by the Company and Hitpoint. As of March 31, 2024, there is one annual achievement period remaining. The Plainridge Park Casino contingent purchase price liability is calculated based on earnings of the gaming operations over the first ten years of operations, which commenced on June 24, 2015. As of March 31, 2024, we were contractually obligated to make two additional annual payments. The fair value of the Plainridge Park Casino contingent purchase price liability is estimated based on an income approach using a discounted cash flow model. These contingent purchase price liabilities have been classified as a Level 3 measurement and are included within our unaudited Consolidated Balance Sheets in “Accrued expenses and other current liabilities” or “Other long-term liabilities,” depending on the timing of the next payment. Additionally, Other liabilities include a $70.0 million tax indemnification described in Note 2, “Significant Accounting Policies” for both periods ended as of March 31, 2024 and December 31, 2023. Liabilities associated with the indemnification of $35.0 million are recorded in “Accrued expenses and other current liabilities” and $35.0 million are recorded in “Other long-term liabilities” within our unaudited Consolidated Balance Sheets. The indemnity has been classified as a Level 3 measurement. Key assumptions used to estimate the fair value of the indemnification include the expected tax rate and the probability of potential outcomes based on valuation methods that utilize unobservable inputs that are significant to the overall fair value as of March 31, 2024 and December 31, 2023. The assessment of the significance of a particular input to the fair value measurement requires judgment. The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows: March 31, 2024 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 903.6 $ 903.6 $ 903.6 $ — $ — Equity securities $ 9.2 $ 9.2 $ 9.2 $ — $ — Available-for-sale debt securities $ 24.2 $ 24.2 $ — $ — $ 24.2 Held-to-maturity securities $ 6.7 $ 6.7 $ — $ 6.7 $ — Promissory notes $ 7.9 $ 7.9 $ — $ 7.9 $ — Financial liabilities: Long-term debt Amended Credit Facilities $ 1,461.2 $ 1,476.8 $ — $ 1,476.8 $ — 5.625% Notes $ 399.8 $ 385.5 $ — $ 385.5 $ — 4.125% Notes $ 394.8 $ 342.0 $ — $ 342.0 $ — Convertible Notes $ 326.5 $ 358.6 $ — $ 358.6 $ — Other long-term obligations $ 183.4 $ 182.2 $ — $ 17.5 $ 164.7 Other liabilities $ 79.0 $ 78.9 $ — $ 2.7 $ 76.2 December 31, 2023 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 1,071.8 $ 1,071.8 $ 1,071.8 $ — $ — Equity securities $ 10.7 $ 10.7 $ 10.7 $ — $ — Available-for-sale securities $ 24.2 $ 24.2 $ — $ — $ 24.2 Held-to-maturity securities $ 6.7 $ 6.7 $ — $ 6.7 $ — Promissory notes $ 7.9 $ 7.9 $ — $ 7.9 $ — Financial liabilities: Long-term debt Amended Credit Facilities $ 1,471.7 $ 1,483.5 $ 1,483.5 $ — $ — 5.625% Notes $ 399.7 $ 388.0 $ 388.0 $ — $ — 4.125% Notes $ 394.6 $ 340.0 $ 340.0 $ — $ — Convertible Notes $ 326.1 $ 427.6 $ 427.6 $ — $ — Other long-term obligations $ 173.5 $ 172.1 $ — $ 18.0 $ 154.1 Other liabilities $ 79.0 $ 78.9 $ — $ 2.7 $ 76.2 The following table summarizes the changes in fair value of our Level 3 assets and liabilities measured on a recurring basis: (in millions) Other Assets and Liabilities Balance as of January 1, 2024 $ 254.5 Interest 10.6 Balance as of March 31, 2024 $ 265.1 The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities as of March 31, 2024: Valuation Technique Unobservable Input Discount Rate Available-for-sale debt securities Discounted cash flow Discount rate 35.0 % Other long-term obligation Discounted cash flow Discount rate 27.0 % Contingent purchase price - Plainridge Park Casino Discounted cash flow Discount rate 7.1 % |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We have five reportable segments: Northeast, South, West, Midwest, and Interactive. Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined VGT operations, by state, to be separate operating segments. Interactive includes all of our online gaming operations, management of retail sports betting, media, and in the prior year, the operating results of Barstool. We owned 36% of Barstool common stock prior to the February 17, 2023 Barstool Acquisition, pursuant to which we acquired the remaining 64% of Barstool common stock. On August 8, 2023, we entered into the Barstool SPA, and we sold 100% of the outstanding shares of Barstool common stock. See Note 5, “Acquisitions and Dispositions” for further information. The Company utilizes Adjusted EBITDAR (as defined below) as its measure of segment profit or loss. The following table highlights our revenues and Adjusted EBITDAR for each reportable segment and reconciles Adjusted EBITDAR on a consolidated basis to net income (loss). For the three months ended March 31, (in millions) 2024 2023 Revenues: Northeast segment $ 684.7 $ 700.5 South segment 298.5 314.8 West segment 128.8 129.7 Midwest segment 291.2 295.3 Interactive segment 207.7 233.5 Other (1) 6.0 5.8 Intersegment eliminations (2) (10.0) (6.3) Total $ 1,606.9 $ 1,673.3 Adjusted EBITDAR (3) : Northeast segment $ 202.6 $ 212.9 South segment 113.5 123.6 West segment 45.9 49.1 Midwest segment 117.0 125.6 Interactive segment (196.0) (5.7) Other (1) (26.8) (27.3) Total (3) 256.2 478.2 Other operating benefits (costs) and other income (expenses): Rent expense associated with triple net operating leases (4) (154.8) (146.0) Stock-based compensation (11.9) (16.5) Cash-settled stock-based awards variance 8.0 2.9 Gain on disposal of assets 0.2 — Contingent purchase price — (0.3) Depreciation and amortization (108.7) (107.5) Non-operating items of equity method investments (5) (1.1) (4.5) Interest expense, net (119.1) (113.0) Interest income 7.1 10.4 Gain on Barstool Acquisition, net (6) — 83.4 Gain on REIT transactions, net (7) — 500.8 Other (8) (3.4) (5.6) Income (loss) before income taxes (127.5) 682.3 Income tax benefit (expense) 12.6 (167.9) Net income (loss) $ (114.9) $ 514.4 (1) The Other category consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interests in Freehold Raceway, and our management contract for Retama Park Racetrack. 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 or have not otherwise been allocated. Corporate overhead costs were $24.9 million and $26.3 million for the three months ended March 31, 2024 and 2023, respectively. (2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive. (3) We define Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, rent expense associated with triple net operating leases (see footnote (4) below), stock-based compensation, debt extinguishment 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; non-cash gains/losses associated with REIT transactions; loss on disposal of business; non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC Topic 805, “Business Combinations”; and other. Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (5) below) added back for Barstool and our Kansas Entertainment joint venture. (4) Amounts pertain to the operating lease components contained within the: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease. (5) Consists principally of interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense associated with Barstool prior to us acquiring the remaining 64% of Barstool common stock (see Note 5, “Acquisitions and Dispositions” ), and our Kansas Entertainment joint venture. (6) Includes a gain of $66.5 million associated with Barstool related to remeasurement of the equity investment immediately prior to the acquisition date of February 17, 2023 and a gain of $16.9 million related to the acquisition of the remaining 64% of Barstool common stock (see Note 5, “Acquisitions and Dispositions” ). (7) Upon the execution of the February 21, 2023 AR PENN Master Lease and the 2023 Master Lease, both effective January 1, 2023, we recognized a gain of $500.8 million as a result of the reclassification and remeasurement of lease components (see Note 8, “Leases” ). (8) Primarily relates to unrealized holding losses on our equity securities of $1.5 million and $3.2 million for the three months ended March 31, 2024 and 2023, respectively, which are discussed in Note 14, “Fair Value Measurements. ” The table below presents capital expenditures by segment: For the three months ended March 31, (in millions) 2024 2023 Capital expenditures: Northeast segment $ 5.6 $ 22.8 South segment 11.8 13.7 West segment 1.5 3.8 Midwest segment 19.2 12.7 Interactive segment 0.7 7.1 Other 2.6 3.1 Total capital expenditures $ 41.4 $ 63.2 The table below presents investment in and advances to unconsolidated affiliates and total assets by segment: (in millions) Northeast South West Midwest Interactive Other (1) Total Balance sheet as of March 31, 2024 Investment in and advances to unconsolidated affiliates $ — $ — $ — $ 81.5 $ — $ 3.3 $ 84.8 Total assets $ 1,859.9 $ 1,274.9 $ 388.1 $ 1,304.8 $ 2,503.6 $ 8,283.1 $ 15,614.4 Balance sheet as of December 31, 2023 Investment in and advances to unconsolidated affiliates $ — $ — $ — $ 80.8 $ — $ 4.1 $ 84.9 Total assets $ 1,827.4 $ 1,244.5 $ 388.6 $ 1,241.1 $ 2,549.9 $ 8,812.7 $ 16,064.2 (1) The real estate assets subject to the Master Leases, which are classified as either property and equipment, net, operating lease ROU assets, or finance lease ROU assets, are included within the Other category. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income attributable to PENN Entertainment, Inc. | $ (114.7) | $ 514.5 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The unaudited Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. |
Principles of Consolidation | Principles of Consolidation: The unaudited Consolidated Financial Statements include the accounts of PENN Entertainment, Inc. and its subsidiaries. Investments in and advances to unconsolidated affiliates that do not meet the consolidation criteria of the authoritative guidance for voting interest entities (“VOEs”) or variable interest entities (“VIEs”) are accounted for under the equity method. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications: Certain reclassifications have been made to conform the prior period presentation with current year presentation. |
Use of Estimates | Use of Estimates: The preparation of unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us may include, among other things, the useful lives for depreciable and amortizable assets, the provision for credit losses, income tax provisions, the evaluation of the future realization of deferred tax assets, indemnification liabilities associated with certain tax matters, determining the adequacy of reserves for self-insured liabilities, the liabilities associated with our PENN Play TM program, the initial measurements of financing obligations and lease liabilities associated with our Master Leases, projected cash fl ows in assessing the recoverability of long-lived assets, asset impairments, goodwill and other intangible assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with acquisitions, the initial selection of useful lives for depreciable and amortizable assets in conjunction with acquisitions, contingencies, and litigation inclusive of financing arrangements in which the Company receives up-front cash proceeds, and stock-based compensation expense. We applied estimation methods consistently for the periods presented within our unaudited Consolidated Financial Statements. Actual results may differ from those estimates. |
Segment Information | Segment Information: We have five reportable segments: Northeast, South, West, Midwest, and Interactive. Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments. Interactive includes all of our online sports betting, online casino/iCasino and social gaming (collectively referred to as “online gaming”) operations, management of retail sports bet ting, media, and in the prior year, |
Revenue Recognition and Customer-related Liabilities | Revenue Recognition: Our revenue from contracts with customers consists primarily of gaming wagers, inclusive of sports betting and iCasino products, food and beverage transactions, hotel room sales, retail transactions, racing wagers, and third-party revenue sharing agreements. See Note 4, “Revenue Disaggregation” for information on our revenue by type and geographic location. Complimentaries Associated with Gaming Contracts Customer-related Liabilities The Company has three general types of liabilities related to contracts with customers: (i) the obligation associated with its PENN Play TM program (loyalty points and tier status benefits), (ii) advance payments on goods and services yet to be provided and for unpaid wagers, and (iii) deferred revenue associated with third-party online sports betting and/or iCasino for online sports betting and iCasino market access. Our PENN Play TM program connects the Company’s brands under one loyalty program and allows members to earn loyalty points, or “PENN Cash,” redeemable for slot play and complimentaries, such as food and beverage at our restaurants, lodging at our hotels, the PENN Play TM redemption marketplace that features popular retailers, and products offered at our retail stores across the vast majority of our properties. In addition, members of the PENN Play TM program earn credit toward tier status, which entitles them to receive certain other benefits, such as priority access, discounts, gifts, trips to PENN destinations, partner experiences, and PENN Cash. The obligation associated with our PENN Play TM program, which is included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets, was $35.8 million and $33.1 million as of March 31, 2024 and December 31, 2023, respectively, and consisted principally of the obligation associated with the loyalty points. Our loyalty point obligations are generally settled within six months of issuance. Changes between the opening and closing balances primarily relate to the timing of our customers’ election to redeem loyalty points as well as the timing of when our customers receive their earned tier status benefits. The Company’s advance payments on goods and services yet to be provided and for unpaid wagers primarily consist of the following: (i) deposits on rooms and convention space, (ii) money deposited on behalf of a customer in advance of their property visit (referred to as “safekeeping” or “front money”), (iii) money deposited in an online wallet not yet wagered or wagered and not yet withdrawn, (iv) outstanding tickets generated by slot machine play, sports betting, or pari-mutuel wagering, (v) outstanding chip liabilities, (vi) unclaimed jackpots, and (vii) gift cards redeemable at our properties. Unpaid wagers generally represent obligations stemming from prior wagering events, of which revenue was previously recognized. The Company’s advance payments on goods and services yet to be provided and for unpaid wagers were $144.4 million and $192.6 million as of March 31, 2024 and December 31, 2023, respectively, and are included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets. The Company’s deferred revenue is primarily related to PENN Interactive, our wholly owned interactive division, which enters into multi-year agreements with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access across our portfolio of properties. During the three months ended March 31, 2024 and 2023, we recognized $0.9 million and $0.7 million, respectively. As of March 31, 2024 and December 31, 2023, our deferred revenue liability was $43.8 million and $41.9 million, respectively, majority of which is included in “Other long-term liabilities” within our unaudited Consolidated Balance Sheets. |
Advertising | Advertising: |
Gaming and Pari-mutuel Taxes | Gaming and Pari-mutuel Taxes: |
Foreign Currency Translation | Foreign Currency Translation: The functional currency of the Company’s foreign subsidiaries is the local currency in which the subsidiary operates. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Translation adjustments resulting from this process are recorded to other comprehensive income or loss. Revenues and expenses are translated at the average exchange rates during the year. Gains or losses resulting from foreign currency transactions are included in “Other” within our unaudited Consolidated Statements of Operations. |
Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss | Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss: Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity, or other comprehensive income (loss). The balance of accumulated other comprehensive loss consists of foreign currency translation adjustments and unrealized gains or losses on debt securities. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share: Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution, if any, for all potentially-dilutive securities such as warrants, stock options, unvested restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) (collectively with RSAs, “restricted stock”), outstanding convertible preferred stock, and convertible debt. Holders of the Company’s Series D Preferred Stock (as defined in Note 12, “Stockholders' Equity and Stock-based Compensation” |
Guarantees and Indemnifications | Guarantees and Indemnifications: |
Voting Interest Entities and Variable Interest Entities | Voting Interest Entities and Variable Interest Entities: |
Accounting Pronouncements Adopted and Accounting Pronouncements to be Implemented | Accounting Pronouncements Adopted In June 2022, the Financial Accounting Standard Board (the “FASB”) issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 clarifies the guidance on the fair value measurement of an equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. Specifically, ASU 2022-03 clarifies that a “contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security” and is not included in the equity security’s unit of account. Accordingly, the Company is no longer permitted to apply a discount related to the contractual sale restriction, or lack of marketability, when measuring the equity security’s fair value. In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of ASU 2022-03, which was effective January 1, 2024, did not have a material impact on our unaudited Consolidated Financial Statements. In March 2023, the FASB issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force)” (“ASU 2023-02”). ASU 2023-02 introduced the option to apply the proportional amortization method to account for investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met. ASU 2023-02 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of ASU 2023-02, which was effective January 1, 2024, did not have a material impact on our unaudited Consolidated Financial Statements. Accounting Pronouncements to be Implemented In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 updates the requirements for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is considered an expense that is; significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker, and included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-07 and expects that any impact would be limited to additional disclosures in the notes to the unaudited Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 updates the requirements for a public entity to enhance income tax disclosures to provide a better assessment on how an entity’s operations, related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The primary purpose of the new ASU 2023-09 is to enhance the transparency of income tax disclosures and we expect that any impact would be limited to additional disclosures in the notes to the unaudited Consolidated Financial Statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Operating Segments within Reportable Segments | For financial reporting purposes, we aggregate our operating segments into the following reportable segments: Location Real Estate Assets Lease or Ownership Structure Northeast segment Ameristar East Chicago East Chicago, Indiana Pinnacle Master Lease Hollywood Casino Bangor Bangor, Maine AR PENN Master Lease Hollywood Casino at Charles Town Races Charles Town, West Virginia AR PENN Master Lease Hollywood Casino Columbus Columbus, Ohio 2023 Master Lease Hollywood Casino at Greektown Detroit, Michigan Greektown Lease Hollywood Casino Lawrenceburg Lawrenceburg, Indiana AR PENN Master Lease Hollywood Casino Morgantown Morgantown, Pennsylvania Morgantown Lease (1) Hollywood Casino at PENN National Race Course Grantville, Pennsylvania AR PENN Master Lease Hollywood Casino Perryville Perryville, Maryland 2023 Master Lease Hollywood Casino at The Meadows Washington, Pennsylvania 2023 Master Lease Hollywood Casino Toledo Toledo, Ohio 2023 Master Lease Hollywood Casino York York, Pennsylvania Operating Lease (not with REIT Landlord) Hollywood Gaming at Dayton Raceway Dayton, Ohio AR PENN Master Lease Hollywood Gaming at Mahoning Valley Race Course Youngstown, Ohio AR PENN Master Lease Marquee by PENN (2) Pennsylvania N/A Plainridge Park Casino Plainville, Massachusetts Pinnacle Master Lease South segment 1 st Jackpot Casino Tunica, Mississippi AR PENN Master Lease Ameristar Vicksburg Vicksburg, Mississippi Pinnacle Master Lease Boomtown Biloxi Biloxi, Mississippi AR PENN Master Lease Boomtown Bossier City Bossier City, Louisiana Pinnacle Master Lease Boomtown New Orleans New Orleans, Louisiana Pinnacle Master Lease Hollywood Casino Gulf Coast Bay St. Louis, Mississippi AR PENN Master Lease Hollywood Casino Tunica Tunica, Mississippi AR PENN Master Lease L’Auberge Baton Rouge Baton Rouge, Louisiana Pinnacle Master Lease L’Auberge Lake Charles Lake Charles, Louisiana Pinnacle Master Lease Margaritaville Resort Casino Bossier City, Louisiana Margaritaville Lease West segment Ameristar Black Hawk Black Hawk, Colorado Pinnacle Master Lease Cactus Petes and Horseshu Jackpot, Nevada Pinnacle Master Lease M Resort Spa Casino Henderson, Nevada 2023 Master Lease Zia Park Casino Hobbs, New Mexico AR PENN Master Lease Midwest segment Ameristar Council Bluffs Council Bluffs, Iowa Pinnacle Master Lease Argosy Casino Alton (3) Alton, Illinois AR PENN Master Lease Argosy Casino Riverside Riverside, Missouri AR PENN Master Lease Hollywood Casino Aurora Aurora, Illinois 2023 Master Lease Hollywood Casino Joliet Joliet, Illinois 2023 Master Lease Hollywood Casino at Kansas Speedway (4) Kansas City, Kansas Owned - Joint Venture Hollywood Casino St. Louis Maryland Heights, Missouri AR PENN Master Lease Prairie State Gaming (2) Illinois N/A River City Casino St. Louis, Missouri Pinnacle Master Lease (1) Upon termination of the Morgantown Lease, ownership of the constructed building and all tenant improvements will transfer from the Company to GLPI. (2) VGT route operations. (3) The riverboat is owned by us and not subject to the AR PENN Master Lease. (4) Pursuant to a joint venture with NASCAR Holdings LLC (“NASCAR”) and includes the Company’s 50% investment in Kansas Entertainment, LLC (“Kansas Entertainment”), which owns Hollywood Casino at Kansas Speedway. For the three months ended March 31, (in millions) 2024 2023 Revenues: Northeast segment $ 684.7 $ 700.5 South segment 298.5 314.8 West segment 128.8 129.7 Midwest segment 291.2 295.3 Interactive segment 207.7 233.5 Other (1) 6.0 5.8 Intersegment eliminations (2) (10.0) (6.3) Total $ 1,606.9 $ 1,673.3 Adjusted EBITDAR (3) : Northeast segment $ 202.6 $ 212.9 South segment 113.5 123.6 West segment 45.9 49.1 Midwest segment 117.0 125.6 Interactive segment (196.0) (5.7) Other (1) (26.8) (27.3) Total (3) 256.2 478.2 Other operating benefits (costs) and other income (expenses): Rent expense associated with triple net operating leases (4) (154.8) (146.0) Stock-based compensation (11.9) (16.5) Cash-settled stock-based awards variance 8.0 2.9 Gain on disposal of assets 0.2 — Contingent purchase price — (0.3) Depreciation and amortization (108.7) (107.5) Non-operating items of equity method investments (5) (1.1) (4.5) Interest expense, net (119.1) (113.0) Interest income 7.1 10.4 Gain on Barstool Acquisition, net (6) — 83.4 Gain on REIT transactions, net (7) — 500.8 Other (8) (3.4) (5.6) Income (loss) before income taxes (127.5) 682.3 Income tax benefit (expense) 12.6 (167.9) Net income (loss) $ (114.9) $ 514.4 (1) The Other category consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interests in Freehold Raceway, and our management contract for Retama Park Racetrack. 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 or have not otherwise been allocated. Corporate overhead costs were $24.9 million and $26.3 million for the three months ended March 31, 2024 and 2023, respectively. (2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive. (3) We define Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, rent expense associated with triple net operating leases (see footnote (4) below), stock-based compensation, debt extinguishment 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; non-cash gains/losses associated with REIT transactions; loss on disposal of business; non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC Topic 805, “Business Combinations”; and other. Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (5) below) added back for Barstool and our Kansas Entertainment joint venture. (4) Amounts pertain to the operating lease components contained within the: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease. (5) Consists principally of interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense associated with Barstool prior to us acquiring the remaining 64% of Barstool common stock (see Note 5, “Acquisitions and Dispositions” ), and our Kansas Entertainment joint venture. (6) Includes a gain of $66.5 million associated with Barstool related to remeasurement of the equity investment immediately prior to the acquisition date of February 17, 2023 and a gain of $16.9 million related to the acquisition of the remaining 64% of Barstool common stock (see Note 5, “Acquisitions and Dispositions” ). (7) Upon the execution of the February 21, 2023 AR PENN Master Lease and the 2023 Master Lease, both effective January 1, 2023, we recognized a gain of $500.8 million as a result of the reclassification and remeasurement of lease components (see Note 8, “Leases” ). (8) Primarily relates to unrealized holding losses on our equity securities of $1.5 million and $3.2 million for the three months ended March 31, 2024 and 2023, respectively, which are discussed in Note 14, “Fair Value Measurements. ” The table below presents capital expenditures by segment: For the three months ended March 31, (in millions) 2024 2023 Capital expenditures: Northeast segment $ 5.6 $ 22.8 South segment 11.8 13.7 West segment 1.5 3.8 Midwest segment 19.2 12.7 Interactive segment 0.7 7.1 Other 2.6 3.1 Total capital expenditures $ 41.4 $ 63.2 The table below presents investment in and advances to unconsolidated affiliates and total assets by segment: (in millions) Northeast South West Midwest Interactive Other (1) Total Balance sheet as of March 31, 2024 Investment in and advances to unconsolidated affiliates $ — $ — $ — $ 81.5 $ — $ 3.3 $ 84.8 Total assets $ 1,859.9 $ 1,274.9 $ 388.1 $ 1,304.8 $ 2,503.6 $ 8,283.1 $ 15,614.4 Balance sheet as of December 31, 2023 Investment in and advances to unconsolidated affiliates $ — $ — $ — $ 80.8 $ — $ 4.1 $ 84.9 Total assets $ 1,827.4 $ 1,244.5 $ 388.6 $ 1,241.1 $ 2,549.9 $ 8,812.7 $ 16,064.2 (1) The real estate assets subject to the Master Leases, which are classified as either property and equipment, net, operating lease ROU assets, or finance lease ROU assets, are included within the Other category. |
Schedule of Complimentaries | Revenues recorded to “Food, beverage, hotel, and other” and offset to “Gaming” revenues were as follows: For the three months ended March 31, (in millions) 2024 2023 Food and beverage $ 53.5 $ 54.3 Hotel 34.0 29.9 Other 2.7 3.1 Total complimentaries associated with gaming contracts $ 90.2 $ 87.3 |
Revenue Disaggregation (Tables)
Revenue Disaggregation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Our revenue is disaggregated by type of revenue and geographic location of the related properties, which is consistent with our reportable segments, as follows: For the three months ended March 31, 2024 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 616.4 $ 233.8 $ 91.6 $ 260.5 $ 56.0 $ — $ — $ 1,258.3 Food and beverage 36.8 32.2 17.6 15.3 — 1.1 — 103.0 Hotel 11.7 22.4 15.6 8.5 — — — 58.2 Other 19.8 10.1 4.0 6.9 151.7 4.9 (10.0) 187.4 Total revenues $ 684.7 $ 298.5 $ 128.8 $ 291.2 $ 207.7 $ 6.0 $ (10.0) $ 1,606.9 For the three months ended March 31, 2023 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 629.3 $ 252.1 $ 94.4 $ 265.9 $ 82.9 $ — $ — $ 1,324.6 Food and beverage 38.3 31.0 17.3 14.9 — 1.0 — 102.5 Hotel 11.2 21.6 13.5 7.6 — — — 53.9 Other 21.7 10.1 4.5 6.9 150.6 4.8 (6.3) 192.3 Total revenues $ 700.5 $ 314.8 $ 129.7 $ 295.3 $ 233.5 $ 5.8 $ (6.3) $ 1,673.3 (1) Other revenues within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $116.6 million and $92.3 million for the three months ended March 31, 2024 and 2023, respectively. Additionally, the period ending March 31, 2023 included $19.9 million in advertising revenue and $8.3 million in retail revenue due to the inclusion of Barstool operating results prior to the disposition on August 8, 2023. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A reconciliation of goodwill and accumulated goodwill impairment losses, by reportable segment, is as follows: (in millions) Northeast South West Midwest Interactive Other Total Balance as of December 31, 2023 Goodwill, gross $ 923.5 $ 236.6 $ 216.8 $ 1,116.7 $ 1,664.0 $ 87.7 $ 4,245.3 Accumulated goodwill impairment losses (828.8) (61.0) (16.6) (556.1) — (87.7) (1,550.2) Goodwill, net $ 94.7 $ 175.6 $ 200.2 $ 560.6 $ 1,664.0 $ — $ 2,695.1 Effect of foreign currency exchange rates — — — — (30.4) — (30.4) Balance as of March 31, 2024 Goodwill, gross $ 923.5 $ 236.6 $ 216.8 $ 1,116.7 $ 1,633.6 $ 87.7 $ 4,214.9 Accumulated goodwill impairment losses (828.8) (61.0) (16.6) (556.1) — (87.7) (1,550.2) Goodwill, net $ 94.7 $ 175.6 $ 200.2 $ 560.6 $ 1,633.6 $ — $ 2,664.7 |
Schedule of Indefinite-Lived Intangible Assets | The table below presents the gross carrying amount, accumulated amortization, and net carrying amount of each major class of other intangible assets: March 31, 2024 December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets Gaming licenses $ 1,107.2 $ — $ 1,107.2 $ 1,107.2 $ — $ 1,107.2 Trademarks 332.5 — 332.5 334.4 — 334.4 Other 0.7 — 0.7 0.7 — 0.7 Amortizing intangible assets Customer relationships 112.0 (104.4) 7.6 112.1 (103.7) 8.4 Technology 289.5 (144.9) 144.6 286.0 (132.3) 153.7 Other 29.1 (16.2) 12.9 29.0 (15.2) 13.8 Total other intangible assets, net $ 1,871.0 $ (265.5) $ 1,605.5 $ 1,869.4 $ (251.2) $ 1,618.2 |
Schedule of Finite-Lived Intangible Assets | The table below presents the gross carrying amount, accumulated amortization, and net carrying amount of each major class of other intangible assets: March 31, 2024 December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets Gaming licenses $ 1,107.2 $ — $ 1,107.2 $ 1,107.2 $ — $ 1,107.2 Trademarks 332.5 — 332.5 334.4 — 334.4 Other 0.7 — 0.7 0.7 — 0.7 Amortizing intangible assets Customer relationships 112.0 (104.4) 7.6 112.1 (103.7) 8.4 Technology 289.5 (144.9) 144.6 286.0 (132.3) 153.7 Other 29.1 (16.2) 12.9 29.0 (15.2) 13.8 Total other intangible assets, net $ 1,871.0 $ (265.5) $ 1,605.5 $ 1,869.4 $ (251.2) $ 1,618.2 |
Schedule of Expected Intangible Asset Amortization Expense | The following table presents the estimated amortization expense based on our amortizing intangible assets as of March 31, 2024 (in millions): Years ending December 31, 2024 (excluding the three months ended March 31, 2024) $ 47.7 2025 43.9 2026 26.0 2027 21.9 2028 17.3 Thereafter 8.3 Total $ 165.1 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt, Net of Current Maturities, Debt Discounts and Issuance Costs | The table below presents long-term debt, net of current maturities, debt discounts and issuance costs: (in millions) March 31, December 31, Senior Secured Credit Facilities: Amended Revolving Credit Facility due 2027 $ — $ — Amended Term Loan A Facility due 2027 501.9 508.8 Amended Term Loan B Facility due 2029 982.5 985.0 5.625% Notes due 2027 400.0 400.0 4.125% Notes due 2029 400.0 400.0 2.75% Convertible Notes due 2026 330.5 330.5 Other long-term obligations 183.4 173.5 2,798.3 2,797.8 Less: Current maturities of long-term debt (47.6) (47.6) Less: Debt discounts (3.7) (3.9) Less: Debt issuance costs (28.9) (28.3) $ 2,718.1 $ 2,718.0 |
Schedule of Maturities of Long-term Debt | The following is a schedule of future minimum repayments of long-term debt as of March 31, 2024 (in millions): Years ending December 31: 2024 (excluding the three months ended March 31, 2024) $ 37.4 2025 38.2 2026 533.5 2027 837.0 2028 10.8 Thereafter 1,341.4 Total minimum payments $ 2,798.3 |
Schedule Convertible Notes | The Convertible Notes consisted of the following components: (in millions) March 31, December 31, Liability: Principal $ 330.5 $ 330.5 Unamortized debt issuance costs (4.0) (4.4) Net carrying amount $ 326.5 $ 326.1 |
Schedule of Interest Expense, Net | The table below presents interest expense, net: For the three months ended March 31, (in millions) 2024 2023 Interest expense $ 120.6 $ 113.8 Capitalized interest (1.5) (0.8) Interest expense, net $ 119.1 $ 113.0 The table below presents interest expense related to the Convertible Notes: For the three months ended March 31, (in millions) 2024 2023 Coupon interest $ 2.3 $ 2.3 Amortization of debt issuance costs 0.4 0.5 Convertible Notes interest expense $ 2.7 $ 2.8 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Maturity Analysis, Operating Leases | The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2024: (in millions) Operating Leases Finance Leases Financing Obligations Year ended December 31, 2024 (excluding the three months ended March 31, 2024) $ 463.7 $ 109.7 $ 124.9 2025 611.5 144.7 166.5 2026 612.2 144.7 166.6 2027 614.9 144.6 166.5 2028 613.8 144.6 166.6 Thereafter 3,320.5 3,222.4 3,829.5 Total lease payments 6,236.6 3,910.7 4,620.6 Less: Imputed interest (2,060.4) (1,820.0) (2,203.1) Present value of future lease payments 4,176.2 2,090.7 2,417.5 Less: Current portion of lease obligations (307.4) (37.4) (41.9) Long-term portion of lease obligations $ 3,868.8 $ 2,053.3 $ 2,375.6 |
Schedule of Maturity Analysis, Finance Leases | The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2024: (in millions) Operating Leases Finance Leases Financing Obligations Year ended December 31, 2024 (excluding the three months ended March 31, 2024) $ 463.7 $ 109.7 $ 124.9 2025 611.5 144.7 166.5 2026 612.2 144.7 166.6 2027 614.9 144.6 166.5 2028 613.8 144.6 166.6 Thereafter 3,320.5 3,222.4 3,829.5 Total lease payments 6,236.6 3,910.7 4,620.6 Less: Imputed interest (2,060.4) (1,820.0) (2,203.1) Present value of future lease payments 4,176.2 2,090.7 2,417.5 Less: Current portion of lease obligations (307.4) (37.4) (41.9) Long-term portion of lease obligations $ 3,868.8 $ 2,053.3 $ 2,375.6 |
Schedule of Maturity Analysis, Financing Obligations | The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2024: (in millions) Operating Leases Finance Leases Financing Obligations Year ended December 31, 2024 (excluding the three months ended March 31, 2024) $ 463.7 $ 109.7 $ 124.9 2025 611.5 144.7 166.5 2026 612.2 144.7 166.6 2027 614.9 144.6 166.5 2028 613.8 144.6 166.6 Thereafter 3,320.5 3,222.4 3,829.5 Total lease payments 6,236.6 3,910.7 4,620.6 Less: Imputed interest (2,060.4) (1,820.0) (2,203.1) Present value of future lease payments 4,176.2 2,090.7 2,417.5 Less: Current portion of lease obligations (307.4) (37.4) (41.9) Long-term portion of lease obligations $ 3,868.8 $ 2,053.3 $ 2,375.6 |
Schedule of Other Information and Supplemental Cash Flow Information Related to Leases | Total payments made under the Triple Net Leases were as follows: For the three months ended March 31, (in millions) 2024 2023 AR PENN Master Lease $ 71.0 $ 71.1 2023 Master Lease 58.9 58.0 Pinnacle Master Lease 85.2 84.1 Margaritaville Lease 6.7 6.4 Greektown Lease 13.2 12.8 Morgantown Lease 0.8 0.8 Total $ 235.8 $ 233.2 Information related to lease term and discount rate was as follows: March 31, 2024 December 31, 2023 Weighted-Average Remaining Lease Term Operating leases 10.9 years 11.2 years Finance leases 27.1 years 27.3 years Financing obligations 27.3 years 27.6 years Weighted-Average Discount Rate Operating leases 7.7 % 7.7 % Finance leases 5.2 % 5.2 % Financing obligations 5.2 % 5.2 % The components of lease expense were as follows: Location on unaudited For the three months ended March 31, (in millions) 2024 2023 Operating Lease Costs Rent expense associated with triple net operating leases General and administrative $ 154.8 $ 146.0 Operating lease cost (1) Primarily General and administrative 5.3 4.8 Short-term lease cost Primarily Gaming expenses 22.8 19.0 Variable lease cost (1) Primarily Gaming expenses 1.0 1.0 Total $ 183.9 $ 170.8 Finance Lease Costs Interest on lease liabilities (2) Interest expense, net $ 27.5 $ 27.6 Amortization of ROU assets (2) Depreciation and amortization 21.9 21.7 Total $ 49.4 $ 49.3 Financing Obligation Costs Interest on financing obligations (3) Interest expense, net $ 36.6 $ 36.4 (1) Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases. (2) Pertains to finance lease components associated with the Pinnacle Master Lease (primarily land). (3) Pertains to the components contained within the Pinnacle Master Lease (buildings) and the Morgantown Lease. Supplemental cash flow information related to leases was as follows: For the three months ended March 31, (in millions) 2024 2023 Non-cash lease activities: Commencement of operating leases $ 2.7 $ 3,657.4 Derecognition of operating lease liabilities $ — $ 307.7 Derecognition of finance lease liabilities $ — $ 2,933.6 Derecognition of financing obligations $ — $ 1,567.8 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share | For the three months ended March 31, 2024, we recorded a net loss attributable to PENN. As such, because the dilution from potential common shares was anti-dilutive, we used basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding when calculating diluted loss per share. Stock options, restricted stock, and convertible debt that could potentially dilute basic EPS in the future that were not included in the computation of diluted loss per share were as follows: (in millions) For the three months ended March 31, 2024 Assumed conversion of dilutive stock options 0.2 Assumed conversion of dilutive restricted stock 0.2 Assumed conversion of convertible debt 14.1 |
Schedule of Calculation of Basic and Diluted EPS | The following table sets forth the allocation of net income for the three months ended March 31, 2023 under the two-class method. For the three months ended March 31, 2024, we did not utilize the two-class method due to all preferred shares being converted as part of the Barstool SPA during the third quarter of 2023 as discussed in Note 12, “Stockholders’ Equity and Stock-Based Compensation” . (in millions) For the three months ended March 31, 2023 Net income attributable to PENN Entertainment, Inc. $ 514.5 Net income applicable to preferred stock 1.7 Net income applicable to common stock $ 512.8 For the three months ended March 31, (in millions, except per share data) 2024 2023 Calculation of basic earnings (loss) per share: Net income (loss) applicable to common stock $ (114.7) $ 512.8 Weighted-average shares outstanding — PENN Entertainment, Inc. 151.4 152.7 Weighted-average shares outstanding — Exchangeable Shares 0.5 0.6 Weighted-average common shares outstanding — basic 151.9 153.3 Basic earnings (loss) per share $ (0.76) $ 3.35 Calculation of diluted earnings (loss) per share: Net income (loss) applicable to common stock $ (114.7) $ 512.8 Interest expense, net of tax (1) : Convertible Notes — 1.8 Diluted income (loss) applicable to common stock $ (114.7) $ 514.6 Weighted-average common shares outstanding — diluted 151.9 168.6 Diluted earnings (loss) per share $ (0.76) $ 3.05 (1) |
Schedule of Reconciliation of the Weighted-average Common Shares Outstanding | The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three months ended March 31, 2024 and 2023: For the three months ended March 31, (in millions) 2024 2023 Weighted-average common shares outstanding—basic 151.9 153.3 Assumed conversion of: Dilutive stock options — 0.9 Dilutive restricted stock — 0.3 Convertible debt — 14.1 Weighted-average common shares outstanding—diluted 151.9 168.6 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Amounts and Estimated Fair Values by Input Level | The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows: March 31, 2024 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 903.6 $ 903.6 $ 903.6 $ — $ — Equity securities $ 9.2 $ 9.2 $ 9.2 $ — $ — Available-for-sale debt securities $ 24.2 $ 24.2 $ — $ — $ 24.2 Held-to-maturity securities $ 6.7 $ 6.7 $ — $ 6.7 $ — Promissory notes $ 7.9 $ 7.9 $ — $ 7.9 $ — Financial liabilities: Long-term debt Amended Credit Facilities $ 1,461.2 $ 1,476.8 $ — $ 1,476.8 $ — 5.625% Notes $ 399.8 $ 385.5 $ — $ 385.5 $ — 4.125% Notes $ 394.8 $ 342.0 $ — $ 342.0 $ — Convertible Notes $ 326.5 $ 358.6 $ — $ 358.6 $ — Other long-term obligations $ 183.4 $ 182.2 $ — $ 17.5 $ 164.7 Other liabilities $ 79.0 $ 78.9 $ — $ 2.7 $ 76.2 December 31, 2023 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 1,071.8 $ 1,071.8 $ 1,071.8 $ — $ — Equity securities $ 10.7 $ 10.7 $ 10.7 $ — $ — Available-for-sale securities $ 24.2 $ 24.2 $ — $ — $ 24.2 Held-to-maturity securities $ 6.7 $ 6.7 $ — $ 6.7 $ — Promissory notes $ 7.9 $ 7.9 $ — $ 7.9 $ — Financial liabilities: Long-term debt Amended Credit Facilities $ 1,471.7 $ 1,483.5 $ 1,483.5 $ — $ — 5.625% Notes $ 399.7 $ 388.0 $ 388.0 $ — $ — 4.125% Notes $ 394.6 $ 340.0 $ 340.0 $ — $ — Convertible Notes $ 326.1 $ 427.6 $ 427.6 $ — $ — Other long-term obligations $ 173.5 $ 172.1 $ — $ 18.0 $ 154.1 Other liabilities $ 79.0 $ 78.9 $ — $ 2.7 $ 76.2 |
Schedule of the Changes in Fair Value of Level 3 Assets and Liabilities | The following table summarizes the changes in fair value of our Level 3 assets and liabilities measured on a recurring basis: (in millions) Other Assets and Liabilities Balance as of January 1, 2024 $ 254.5 Interest 10.6 Balance as of March 31, 2024 $ 265.1 |
Schedule of Significant Unobservable Inputs Used in Calculating Level 3 Assets and Liabilities | The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities as of March 31, 2024: Valuation Technique Unobservable Input Discount Rate Available-for-sale debt securities Discounted cash flow Discount rate 35.0 % Other long-term obligation Discounted cash flow Discount rate 27.0 % Contingent purchase price - Plainridge Park Casino Discounted cash flow Discount rate 7.1 % |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | For financial reporting purposes, we aggregate our operating segments into the following reportable segments: Location Real Estate Assets Lease or Ownership Structure Northeast segment Ameristar East Chicago East Chicago, Indiana Pinnacle Master Lease Hollywood Casino Bangor Bangor, Maine AR PENN Master Lease Hollywood Casino at Charles Town Races Charles Town, West Virginia AR PENN Master Lease Hollywood Casino Columbus Columbus, Ohio 2023 Master Lease Hollywood Casino at Greektown Detroit, Michigan Greektown Lease Hollywood Casino Lawrenceburg Lawrenceburg, Indiana AR PENN Master Lease Hollywood Casino Morgantown Morgantown, Pennsylvania Morgantown Lease (1) Hollywood Casino at PENN National Race Course Grantville, Pennsylvania AR PENN Master Lease Hollywood Casino Perryville Perryville, Maryland 2023 Master Lease Hollywood Casino at The Meadows Washington, Pennsylvania 2023 Master Lease Hollywood Casino Toledo Toledo, Ohio 2023 Master Lease Hollywood Casino York York, Pennsylvania Operating Lease (not with REIT Landlord) Hollywood Gaming at Dayton Raceway Dayton, Ohio AR PENN Master Lease Hollywood Gaming at Mahoning Valley Race Course Youngstown, Ohio AR PENN Master Lease Marquee by PENN (2) Pennsylvania N/A Plainridge Park Casino Plainville, Massachusetts Pinnacle Master Lease South segment 1 st Jackpot Casino Tunica, Mississippi AR PENN Master Lease Ameristar Vicksburg Vicksburg, Mississippi Pinnacle Master Lease Boomtown Biloxi Biloxi, Mississippi AR PENN Master Lease Boomtown Bossier City Bossier City, Louisiana Pinnacle Master Lease Boomtown New Orleans New Orleans, Louisiana Pinnacle Master Lease Hollywood Casino Gulf Coast Bay St. Louis, Mississippi AR PENN Master Lease Hollywood Casino Tunica Tunica, Mississippi AR PENN Master Lease L’Auberge Baton Rouge Baton Rouge, Louisiana Pinnacle Master Lease L’Auberge Lake Charles Lake Charles, Louisiana Pinnacle Master Lease Margaritaville Resort Casino Bossier City, Louisiana Margaritaville Lease West segment Ameristar Black Hawk Black Hawk, Colorado Pinnacle Master Lease Cactus Petes and Horseshu Jackpot, Nevada Pinnacle Master Lease M Resort Spa Casino Henderson, Nevada 2023 Master Lease Zia Park Casino Hobbs, New Mexico AR PENN Master Lease Midwest segment Ameristar Council Bluffs Council Bluffs, Iowa Pinnacle Master Lease Argosy Casino Alton (3) Alton, Illinois AR PENN Master Lease Argosy Casino Riverside Riverside, Missouri AR PENN Master Lease Hollywood Casino Aurora Aurora, Illinois 2023 Master Lease Hollywood Casino Joliet Joliet, Illinois 2023 Master Lease Hollywood Casino at Kansas Speedway (4) Kansas City, Kansas Owned - Joint Venture Hollywood Casino St. Louis Maryland Heights, Missouri AR PENN Master Lease Prairie State Gaming (2) Illinois N/A River City Casino St. Louis, Missouri Pinnacle Master Lease (1) Upon termination of the Morgantown Lease, ownership of the constructed building and all tenant improvements will transfer from the Company to GLPI. (2) VGT route operations. (3) The riverboat is owned by us and not subject to the AR PENN Master Lease. (4) Pursuant to a joint venture with NASCAR Holdings LLC (“NASCAR”) and includes the Company’s 50% investment in Kansas Entertainment, LLC (“Kansas Entertainment”), which owns Hollywood Casino at Kansas Speedway. For the three months ended March 31, (in millions) 2024 2023 Revenues: Northeast segment $ 684.7 $ 700.5 South segment 298.5 314.8 West segment 128.8 129.7 Midwest segment 291.2 295.3 Interactive segment 207.7 233.5 Other (1) 6.0 5.8 Intersegment eliminations (2) (10.0) (6.3) Total $ 1,606.9 $ 1,673.3 Adjusted EBITDAR (3) : Northeast segment $ 202.6 $ 212.9 South segment 113.5 123.6 West segment 45.9 49.1 Midwest segment 117.0 125.6 Interactive segment (196.0) (5.7) Other (1) (26.8) (27.3) Total (3) 256.2 478.2 Other operating benefits (costs) and other income (expenses): Rent expense associated with triple net operating leases (4) (154.8) (146.0) Stock-based compensation (11.9) (16.5) Cash-settled stock-based awards variance 8.0 2.9 Gain on disposal of assets 0.2 — Contingent purchase price — (0.3) Depreciation and amortization (108.7) (107.5) Non-operating items of equity method investments (5) (1.1) (4.5) Interest expense, net (119.1) (113.0) Interest income 7.1 10.4 Gain on Barstool Acquisition, net (6) — 83.4 Gain on REIT transactions, net (7) — 500.8 Other (8) (3.4) (5.6) Income (loss) before income taxes (127.5) 682.3 Income tax benefit (expense) 12.6 (167.9) Net income (loss) $ (114.9) $ 514.4 (1) The Other category consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interests in Freehold Raceway, and our management contract for Retama Park Racetrack. 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 or have not otherwise been allocated. Corporate overhead costs were $24.9 million and $26.3 million for the three months ended March 31, 2024 and 2023, respectively. (2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive. (3) We define Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, rent expense associated with triple net operating leases (see footnote (4) below), stock-based compensation, debt extinguishment 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; non-cash gains/losses associated with REIT transactions; loss on disposal of business; non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC Topic 805, “Business Combinations”; and other. Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (5) below) added back for Barstool and our Kansas Entertainment joint venture. (4) Amounts pertain to the operating lease components contained within the: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease. (5) Consists principally of interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense associated with Barstool prior to us acquiring the remaining 64% of Barstool common stock (see Note 5, “Acquisitions and Dispositions” ), and our Kansas Entertainment joint venture. (6) Includes a gain of $66.5 million associated with Barstool related to remeasurement of the equity investment immediately prior to the acquisition date of February 17, 2023 and a gain of $16.9 million related to the acquisition of the remaining 64% of Barstool common stock (see Note 5, “Acquisitions and Dispositions” ). (7) Upon the execution of the February 21, 2023 AR PENN Master Lease and the 2023 Master Lease, both effective January 1, 2023, we recognized a gain of $500.8 million as a result of the reclassification and remeasurement of lease components (see Note 8, “Leases” ). (8) Primarily relates to unrealized holding losses on our equity securities of $1.5 million and $3.2 million for the three months ended March 31, 2024 and 2023, respectively, which are discussed in Note 14, “Fair Value Measurements. ” The table below presents capital expenditures by segment: For the three months ended March 31, (in millions) 2024 2023 Capital expenditures: Northeast segment $ 5.6 $ 22.8 South segment 11.8 13.7 West segment 1.5 3.8 Midwest segment 19.2 12.7 Interactive segment 0.7 7.1 Other 2.6 3.1 Total capital expenditures $ 41.4 $ 63.2 The table below presents investment in and advances to unconsolidated affiliates and total assets by segment: (in millions) Northeast South West Midwest Interactive Other (1) Total Balance sheet as of March 31, 2024 Investment in and advances to unconsolidated affiliates $ — $ — $ — $ 81.5 $ — $ 3.3 $ 84.8 Total assets $ 1,859.9 $ 1,274.9 $ 388.1 $ 1,304.8 $ 2,503.6 $ 8,283.1 $ 15,614.4 Balance sheet as of December 31, 2023 Investment in and advances to unconsolidated affiliates $ — $ — $ — $ 80.8 $ — $ 4.1 $ 84.9 Total assets $ 1,827.4 $ 1,244.5 $ 388.6 $ 1,241.1 $ 2,549.9 $ 8,812.7 $ 16,064.2 (1) The real estate assets subject to the Master Leases, which are classified as either property and equipment, net, operating lease ROU assets, or finance lease ROU assets, are included within the Other category. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) member in Millions | Mar. 31, 2024 jurisdiction state member property |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of properties the entity owned, managed, or had ownership interests | property | 43 |
Number of states in which the entity operates | state | 20 |
Number of states with live sports betting in which the entity operates | 19 |
Number of states with casino play | 5 |
Number of members | member | 30 |
Significant Accounting Polici_4
Significant Accounting Policies - Segment Information (Details) | 3 Months Ended | ||
Mar. 31, 2024 segment property | Aug. 08, 2023 | Feb. 17, 2023 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 5 | ||
Barstool Acquisition | |||
Segment Reporting Information [Line Items] | |||
Ownership interest before acquisition | 36% | ||
Ownership interest after acquisition | 100% | ||
Barstool Sports, Inc | |||
Segment Reporting Information [Line Items] | |||
Ownership interest | 64% | ||
Kansas Entertainment | |||
Segment Reporting Information [Line Items] | |||
Ownership interest | 50% | ||
Jackpot, Nevada | |||
Segment Reporting Information [Line Items] | |||
Number of facilities the entity owned, managed, or had ownership interests in | property | 2 | ||
Number of operating segments | 1 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from External Customer [Line Items] | ||
Total complimentaries associated with gaming contracts | $ 90.2 | $ 87.3 |
Food and beverage | ||
Revenue from External Customer [Line Items] | ||
Total complimentaries associated with gaming contracts | 53.5 | 54.3 |
Hotel | ||
Revenue from External Customer [Line Items] | ||
Total complimentaries associated with gaming contracts | 34 | 29.9 |
Other | ||
Revenue from External Customer [Line Items] | ||
Total complimentaries associated with gaming contracts | $ 2.7 | $ 3.1 |
Significant Accounting Polici_6
Significant Accounting Policies - Customer-related Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | $ 0.9 | $ 0.7 | |
Online sports betting and related iGaming market access | |||
Disaggregation of Revenue [Line Items] | |||
Customer-related liabilities | 43.8 | $ 41.9 | |
Loyalty Credit Obligation | |||
Disaggregation of Revenue [Line Items] | |||
Customer-related liabilities, current | $ 35.8 | 33.1 | |
Contract with customer, term | 6 months | ||
Advance Payments on Goods and Services Yet to Be Provided and Unpaid Wagers | |||
Disaggregation of Revenue [Line Items] | |||
Customer-related liabilities | $ 144.4 | $ 192.6 |
Significant Accounting Polici_7
Significant Accounting Policies - Advertising (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Marketing and advertising expense | $ 136 | $ 23.6 |
Significant Accounting Polici_8
Significant Accounting Policies - Gaming and Pari-mutuel Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Gaming taxes | $ 592 | $ 584.8 |
Significant Accounting Polici_9
Significant Accounting Policies - Guarantees and Indemnifications (Details) - Barstool Acquisition - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Mar. 31, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Liabilities associated with this indemnity | $ 70 | $ 70 | $ 70 | |
Forecast | ||||
Disaggregation of Revenue [Line Items] | ||||
Settlement costs | $ 30.5 |
Revenue Disaggregation (Details
Revenue Disaggregation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 1,606.9 | $ 1,673.3 |
Gaming | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,258.3 | 1,324.6 |
Food and beverage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 103 | 102.5 |
Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 58.2 | 53.9 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 187.4 | 192.3 |
Advertising | Barstool Acquisition | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 19.9 | |
Retail | Barstool Acquisition | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 8.3 | |
Operating Segments | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 684.7 | 700.5 |
Operating Segments | Northeast | Gaming | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 616.4 | 629.3 |
Operating Segments | Northeast | Food and beverage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 36.8 | 38.3 |
Operating Segments | Northeast | Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 11.7 | 11.2 |
Operating Segments | Northeast | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 19.8 | 21.7 |
Operating Segments | South | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 298.5 | 314.8 |
Operating Segments | South | Gaming | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 233.8 | 252.1 |
Operating Segments | South | Food and beverage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 32.2 | 31 |
Operating Segments | South | Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 22.4 | 21.6 |
Operating Segments | South | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 10.1 | 10.1 |
Operating Segments | West | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 128.8 | 129.7 |
Operating Segments | West | Gaming | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 91.6 | 94.4 |
Operating Segments | West | Food and beverage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 17.6 | 17.3 |
Operating Segments | West | Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 15.6 | 13.5 |
Operating Segments | West | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 4 | 4.5 |
Operating Segments | Midwest | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 291.2 | 295.3 |
Operating Segments | Midwest | Gaming | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 260.5 | 265.9 |
Operating Segments | Midwest | Food and beverage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 15.3 | 14.9 |
Operating Segments | Midwest | Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 8.5 | 7.6 |
Operating Segments | Midwest | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6.9 | 6.9 |
Operating Segments | Interactive | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 207.7 | 233.5 |
Tax gross up | 116.6 | 92.3 |
Operating Segments | Interactive | Gaming | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 56 | 82.9 |
Operating Segments | Interactive | Food and beverage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Operating Segments | Interactive | Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Operating Segments | Interactive | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 151.7 | 150.6 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6 | 5.8 |
Other | Gaming | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Other | Food and beverage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1.1 | 1 |
Other | Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Other | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 4.9 | 4.8 |
Intersegment eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | (10) | (6.3) |
Intersegment eliminations | Gaming | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Intersegment eliminations | Food and beverage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Intersegment eliminations | Hotel | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Intersegment eliminations | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ (10) | $ (6.3) |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 17, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | Aug. 08, 2023 | |
Barstool Sports, Inc | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Business Acquisition [Line Items] | ||||||
Disposal group, percentage of ownership interest sold | 100% | |||||
Cash consideration per share | $ 1 | |||||
Right to receive gross proceeds, percent | 50% | |||||
Pre-tax non-cash loss | $ 923.2 | |||||
Goodwill and intangible assets write offs | 714.8 | |||||
Barstool Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 64% | |||||
Purchase price | $ 405.5 | |||||
Liabilities incurred on acquisition | $ 23.8 | |||||
Business acquisition, equity interest Issued or issuable (in shares) | 2,442,809 | |||||
Payments to acquire businesses, gross | $ 315.3 | |||||
Ownership interest before acquisition | 36% | |||||
Business combination, fair value | $ 660 | |||||
Fair value of investment | 171.1 | |||||
Gain on transaction | 66.5 | |||||
Gain on disposal of business | $ 16.9 | |||||
Revenue | $ 28.2 | |||||
Net loss | $ 3.3 | |||||
Liabilities associated with this indemnity | $ 70 | $ 70 | $ 70 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | $ 4,245.3 |
Accumulated goodwill impairment losses, beginning balance | (1,550.2) |
Goodwill, net, beginning balance | 2,695.1 |
Effect of foreign currency exchange rates | (30.4) |
Goodwill, gross, ending balance | 4,214.9 |
Accumulated goodwill impairment losses, ending balance | (1,550.2) |
Goodwill, net, ending balance | 2,664.7 |
Operating Segments | Northeast | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 923.5 |
Accumulated goodwill impairment losses, beginning balance | (828.8) |
Goodwill, net, beginning balance | 94.7 |
Effect of foreign currency exchange rates | 0 |
Goodwill, gross, ending balance | 923.5 |
Accumulated goodwill impairment losses, ending balance | (828.8) |
Goodwill, net, ending balance | 94.7 |
Operating Segments | South | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 236.6 |
Accumulated goodwill impairment losses, beginning balance | (61) |
Goodwill, net, beginning balance | 175.6 |
Effect of foreign currency exchange rates | 0 |
Goodwill, gross, ending balance | 236.6 |
Accumulated goodwill impairment losses, ending balance | (61) |
Goodwill, net, ending balance | 175.6 |
Operating Segments | West | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 216.8 |
Accumulated goodwill impairment losses, beginning balance | (16.6) |
Goodwill, net, beginning balance | 200.2 |
Effect of foreign currency exchange rates | 0 |
Goodwill, gross, ending balance | 216.8 |
Accumulated goodwill impairment losses, ending balance | (16.6) |
Goodwill, net, ending balance | 200.2 |
Operating Segments | Midwest | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 1,116.7 |
Accumulated goodwill impairment losses, beginning balance | (556.1) |
Goodwill, net, beginning balance | 560.6 |
Effect of foreign currency exchange rates | 0 |
Goodwill, gross, ending balance | 1,116.7 |
Accumulated goodwill impairment losses, ending balance | (556.1) |
Goodwill, net, ending balance | 560.6 |
Operating Segments | Interactive | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 1,664 |
Accumulated goodwill impairment losses, beginning balance | 0 |
Goodwill, net, beginning balance | 1,664 |
Effect of foreign currency exchange rates | (30.4) |
Goodwill, gross, ending balance | 1,633.6 |
Accumulated goodwill impairment losses, ending balance | 0 |
Goodwill, net, ending balance | 1,633.6 |
Other | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 87.7 |
Accumulated goodwill impairment losses, beginning balance | (87.7) |
Goodwill, net, beginning balance | 0 |
Effect of foreign currency exchange rates | 0 |
Goodwill, gross, ending balance | 87.7 |
Accumulated goodwill impairment losses, ending balance | (87.7) |
Goodwill, net, ending balance | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment loss | $ 0 | $ 0 |
Goodwill and intangible asset impairment | 0 | 0 |
Intangible asset amortization expense | $ 12,600,000 | $ 14,000,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizing intangible assets, accumulated amortization | $ (265.5) | $ (251.2) |
Total | 165.1 | |
Total other intangible assets, gross carrying amount | 1,871 | 1,869.4 |
Total other intangible assets, net carrying amount | 1,605.5 | 1,618.2 |
Gaming licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 1,107.2 | 1,107.2 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 332.5 | 334.4 |
Other | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 0.7 | 0.7 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizing intangible assets, gross carrying amount | 112 | 112.1 |
Amortizing intangible assets, accumulated amortization | (104.4) | (103.7) |
Total | 7.6 | 8.4 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizing intangible assets, gross carrying amount | 289.5 | 286 |
Amortizing intangible assets, accumulated amortization | (144.9) | (132.3) |
Total | 144.6 | 153.7 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizing intangible assets, gross carrying amount | 29.1 | 29 |
Amortizing intangible assets, accumulated amortization | (16.2) | (15.2) |
Total | $ 12.9 | $ 13.8 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Expected Intangible Asset Amortization Expense (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (excluding the three months ended March 31, 2024) | $ 47.7 |
2025 | 43.9 |
2026 | 26 |
2027 | 21.9 |
2028 | 17.3 |
Thereafter | 8.3 |
Total | $ 165.1 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt, Net of Current Maturities, Debt Discounts and Issuance Costs (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 01, 2021 | May 31, 2020 |
Debt Instrument [Line Items] | ||||
Principal | $ 2,798.3 | $ 2,797.8 | ||
Less: Current maturities of long-term debt | (47.6) | (47.6) | ||
Less: Debt discounts | (3.7) | (3.9) | ||
Less: Debt issuance costs | (28.9) | (28.3) | ||
Long-term debt, net of current maturities, debt discount and debt issuance costs | 2,718.1 | 2,718 | ||
Amended Credit Facilities | Amended Revolving Credit Facility due 2027 | ||||
Debt Instrument [Line Items] | ||||
Principal | 0 | 0 | ||
Amended Credit Facilities | Amended Term Loan A Facility due 2027 | ||||
Debt Instrument [Line Items] | ||||
Principal | 501.9 | 508.8 | ||
Amended Credit Facilities | Amended Term Loan B Facility due 2029 | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 982.5 | $ 985 | ||
Senior Notes | $5.625% Notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.625% | 5.625% | ||
Principal | $ 400 | $ 400 | ||
Senior Notes | $4.125% Notes due 2029 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.125% | 4.125% | 4.125% | |
Principal | $ 400 | $ 400 | ||
Convertible Notes | $2.75% Convertible Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.75% | 2.75% | ||
Principal | $ 330.5 | 330.5 | ||
Other long-term obligations | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 183.4 | $ 173.5 |
Long-term Debt - Schedule of Ma
Long-term Debt - Schedule of Maturities of Long-term Debt (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 (excluding the three months ended March 31, 2024) | $ 37.4 |
2025 | 38.2 |
2026 | 533.5 |
2027 | 837 |
2028 | 10.8 |
Thereafter | 1,341.4 |
Net carrying amount | $ 2,798.3 |
Long-term Debt - Senior Secured
Long-term Debt - Senior Secured Credit Facilities (Details) | 1 Months Ended | |||||
Feb. 15, 2024 d | May 03, 2022 USD ($) covenant | Jan. 31, 2017 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Oct. 15, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||
Number of financial covenants | covenant | 2 | |||||
Senior Secured Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Covenant relief period, minimum interest coverage ratio | 2 | |||||
Senior Secured Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Covenant relief period, maximum consolidated total net leverage ratio one | 4.50 | |||||
Covenant relief period, maximum consolidated total net leverage ratio two | 5 | |||||
Amended Credit Facilities | Term Loan A Facility due 2023, incremental loans | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 430,200,000 | |||||
Amended Credit Facilities | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 1,000,000,000 | |||||
Commitment fee on unused capacity | 0.25% | |||||
Letters of credit outstanding | $ 20,700,000 | $ 21,700,000 | ||||
Available borrowing capacity | $ 979,300,000 | $ 978,300,000 | ||||
Amended Credit Facilities | Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee on unused capacity | 0.35% | |||||
Amended Credit Facilities | Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee on unused capacity | 0.20% | |||||
Amended Credit Facilities | Term Loan A Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 5 years | |||||
Borrowing capacity | $ 550,000,000 | |||||
Amended Credit Facilities | Term Loan B Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 7 years | |||||
Borrowing capacity | $ 1,000,000,000 | |||||
Amended Credit Facilities | Term Loan A | Secured Overnight Financing Rate (SOFR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Amended Credit Facilities | Term Loan A | Secured Overnight Financing Rate (SOFR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Amended Credit Facilities | Term Loan A | Secured Overnight Financing Rate (SOFR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
Amended Credit Facilities | Term Loan A | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.75% | |||||
Amended Credit Facilities | Term Loan A | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Amended Credit Facilities | Term Loan A | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Amended Credit Facilities | Term Loan B | Secured Overnight Financing Rate (SOFR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.75% | |||||
Basis spread on variable rate, floor | 0.50% | |||||
Amended Credit Facilities | Term Loan B | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Basis spread on variable rate, floor | 1.50% | |||||
Revolving Credit Facility Entered 2017 Due 2022 | Amended Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 5 years | |||||
Borrowing capacity | $ 700,000,000 | |||||
Term Loan A Facility Entered 2017 Due 2022 | Amended Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 5 years | |||||
Borrowing capacity | $ 300,000,000 | |||||
Term Loan B Facility Entered 2017 Due 2024 | Amended Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 7 years | |||||
Borrowing capacity | $ 500,000,000 | |||||
Term Loan B-1 Facility Due 2025 | Amended Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 1,100,000,000 | |||||
Amended Credit Facilities | Amended Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Number of business days | d | 2 |
Long-term Debt - 2.75% Unsecure
Long-term Debt - 2.75% Unsecured Convertible Notes (Details) - $2.75% Convertible Notes due 2026 - Convertible Notes - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | May 31, 2020 | |
Debt Instrument [Line Items] | |||
Debt principal amount | $ 330,500,000 | ||
Interest rate | 2.75% | 2.75% | |
Debt conversion, converted instrument, amount | $ 0 | $ 0 | |
Number of shares issued upon conversion (in shares) | 18,360,815 | ||
Amount if-converted value exceeds its principal amount | $ 3,900,000 |
Long-term Debt - Schedule of Co
Long-term Debt - Schedule of Convertible Notes (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 2,798.3 | |
$2.75% Convertible Notes due 2026 | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal | 330.5 | $ 330.5 |
Unamortized debt issuance costs | (4) | (4.4) |
Net carrying amount | $ 326.5 | $ 326.1 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 120.6 | $ 113.8 |
Capitalized interest | (1.5) | (0.8) |
Interest expense, net | 119.1 | 113 |
Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Coupon interest | 2.3 | 2.3 |
Amortization of debt issuance costs | 0.4 | 0.5 |
Convertible Notes interest expense | $ 2.7 | $ 2.8 |
$2.75% Convertible Notes due 2026 | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Effective yield | 3.329% | |
Remaining period over which unamortized discount will be amortized | 2 years 1 month 6 days |
Long-term Debt - Covenants (Det
Long-term Debt - Covenants (Details) - Senior Notes | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 01, 2021 |
$5.625% Notes due 2027 | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.625% | 5.625% | |
Senior Unsecured Notes Due 2029 | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.125% | 4.125% | 4.125% |
Long-term Debt - Other Long-Ter
Long-term Debt - Other Long-Term Obligations (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Jan. 31, 2016 USD ($) | Mar. 31, 2024 USD ($) payment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Feb. 28, 2021 | Jan. 31, 2015 USD ($) | |
Debt Instrument [Line Items] | ||||||
Principal | $ 2,798.3 | $ 2,797.8 | ||||
Other Long-Term Obligations | ||||||
Debt Instrument [Line Items] | ||||||
Effective yield | 27% | |||||
Interest expense, debt | 10.6 | $ 8.1 | ||||
Principal | $ 183.4 | 173.5 | ||||
Other Long-Term Obligations | Ohio Relocation Fees Debt | ||||||
Debt Instrument [Line Items] | ||||||
Effective yield | 5% | |||||
Principal | $ 9.4 | 9.4 | ||||
Amount payable upon opening of the facility | $ 7.5 | |||||
Number of semi-annual payments | payment | 18 | |||||
Amount of semi-annual payments due beginning one year from commencement of operations | $ 4.8 | |||||
Other Long-Term Obligations | Event Center Debt | ||||||
Debt Instrument [Line Items] | ||||||
Effective yield | 3% | |||||
Principal | $ 9.3 | $ 10 | ||||
Debt principal amount | $ 15.3 | |||||
Debt instrument, periodic payment | $ 1 | |||||
Long-term debt, term | 20 years |
Leases - AR PENN Master Lease (
Leases - AR PENN Master Lease (Details) $ in Millions | Nov. 01, 2023 USD ($) | Feb. 21, 2023 USD ($) facility term | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jan. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Lessee, Lease, Cost [Line Items] | ||||||
Long-term portion of financing obligations | $ 2,375.6 | $ 2,386.1 | ||||
Property and equipment, net | 3,467.4 | $ 3,514 | ||||
Derecognition of operating lease liabilities | $ 4,176.2 | |||||
Penn Master Lease [Member] | ||||||
Lessee, Lease, Cost [Line Items] | ||||||
Number of facilities with leased real estate | facility | 14 | |||||
Number of options to extend lease | term | 3 | |||||
Lease renewal term | 5 years | |||||
Initial rent | $ 284.1 | |||||
Adjusted annual escalator percentage | 2% | |||||
Adjusted revenue to rent ratio | 1.8 | |||||
Period over which fixed component is adjusted | 5 years | |||||
Adjustment to fixed component as percentage of the average change to net revenues during the preceding five years | 4% | |||||
Percentage rent baseline period | 5 years | |||||
Increase of fixed component of rent | $ 4.2 | |||||
Lessee, percentage rent test, component of rent decrease, amount | $ 4.4 | |||||
Long-term portion of financing obligations | $ 1,600 | |||||
Property and equipment, net | $ 1,100 | |||||
Derecognition of operating lease liabilities | $ 1,200 | |||||
Penn Master Lease [Member] | Building Base Rent | ||||||
Lessee, Lease, Cost [Line Items] | ||||||
Initial rent | $ 208.2 | |||||
Penn Master Lease [Member] | Land Base Rent | ||||||
Lessee, Lease, Cost [Line Items] | ||||||
Initial rent | 43 | |||||
Penn Master Lease [Member] | Percentage Rent | ||||||
Lessee, Lease, Cost [Line Items] | ||||||
Initial rent | $ 32.9 |
Leases - 2023 Master Lease (Det
Leases - 2023 Master Lease (Details) $ in Millions | 3 Months Ended | |||
Feb. 21, 2023 USD ($) | Jan. 01, 2023 period | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Lessee, Lease, Cost [Line Items] | ||||
Derecognition of operating lease liabilities | $ 4,176.2 | |||
Gain (loss) on REIT transactions, net | $ 500.8 | 0 | $ 500.8 | |
2023 Master Lease | ||||
Lessee, Lease, Cost [Line Items] | ||||
Number of options to extend lease | period | 3 | |||
Lease renewal term | 5 years | |||
Derecognition of operating lease liabilities | 1,800 | |||
Operating lease, ROU assets | 1,800 | |||
Operating lease, additional ROU asset derecognized | 171.9 | |||
Operating lease, additional lease liabilities derecognized | 165.5 | |||
Gain (loss) on REIT transactions, net | (6.5) | |||
Lessee, new lease include a base rent | $ 232.2 | |||
Percentage of project funding anticipated relocation of rent | 7.75% | |||
Lessee, rent subject to a one-time increase | $ 1.4 | |||
Percentage of rent fixed escalator | 1.50% | |||
2023 Master Lease | Aurora Project | ||||
Lessee, Lease, Cost [Line Items] | ||||
Project funding on new master lease | $ 225 | |||
2023 Master Lease | Other Development Projects | ||||
Lessee, Lease, Cost [Line Items] | ||||
Project funding on new master lease | $ 350 |
Leases - Pinnacle Master Lease
Leases - Pinnacle Master Lease (Details) | Apr. 28, 2016 period facility |
Pinnacle Master Lease | |
Lessee, Lease, Cost [Line Items] | |
Number of facilities with leased real estate | facility | 12 |
Remaining lease term | 7 years 6 months |
Lease - expected term with renewal options | 32 years 6 months |
Lease Renewal Option One | Pinnacle Master Lease | |
Lessee, Lease, Cost [Line Items] | |
Number of options to extend lease | period | 5 |
Pinnacle Master Lease | |
Lessee, Lease, Cost [Line Items] | |
Initial lease term | 10 years |
Adjusted annual escalator percentage | 2% |
Adjusted revenue to rent ratio, as defined | 1.8 |
Percentage rent escalation interval | 2 years |
Percentage of average net revenues during preceding two years | 4% |
Percentage rent baseline period | 2 years |
Pinnacle Master Lease | Lease Renewal Option One | |
Lessee, Lease, Cost [Line Items] | |
Lease renewal term | 5 years |
Leases - Other Triple Net Lease
Leases - Other Triple Net Leases with REIT Landlords (Details) $ in Millions | Feb. 01, 2024 USD ($) | Dec. 22, 2021 | Oct. 01, 2020 USD ($) option | May 23, 2019 option | Jan. 01, 2019 option |
Morgantown Lease | Morgantown Lease | |||||
Lessee, Lease, Cost [Line Items] | |||||
Sale of property in exchange for rent credits | $ 30 | ||||
Annual rent | $ 3 | ||||
Adjusted annual escalator percentage | 1.50% | ||||
Percentage rent escalation interval | 3 years | ||||
Morgantown Lease | Morgantown Lease | Morgantown | |||||
Lessee, Lease, Cost [Line Items] | |||||
Lessee, operating lease, term of contract | 20 years | ||||
Lessee, operating lease, number of options to extend | option | 6 | ||||
Lease renewal term | 5 years | ||||
Morgantown Lease | Morgantown Lease Annual Escalator Scenario One | |||||
Lessee, Lease, Cost [Line Items] | |||||
Lessee annual escalator consisting | 1.25% | ||||
Lessee, annual escalator, consumer price index threshold, percentage | 0.50% | ||||
Morgantown Lease | Morgantown Lease Annual Escalator Scenario Two | |||||
Lessee, Lease, Cost [Line Items] | |||||
Lessee, annual escalator, consumer price index threshold, percentage | 0.50% | ||||
Lessee, annual escalator, percentage | 0% | ||||
Margaritaville Lease | |||||
Lessee, Lease, Cost [Line Items] | |||||
Lessee, operating lease, term of contract | 15 years | ||||
Lessee, operating lease, number of options to extend | option | 4 | ||||
Adjusted annual escalator percentage | 2% | ||||
Lease renewal term | 5 years | ||||
Lessee, operating lease, adjusted revenue to rent ratio | 6.1 | ||||
Operating lease, percentage of average annual net revenues during the preceding two years | 4% | ||||
Margaritaville Lease | Margaritaville Lease | |||||
Lessee, Lease, Cost [Line Items] | |||||
Percentage rent escalation interval | 2 years | ||||
Percentage rent baseline period | 2 years | ||||
Increase in fixed component of rent resulting from annual escalator | $ 0.4 | ||||
Operating lease, annual escalator, additional ROU asset recognized | $ 2.7 | ||||
Greektown Lease | |||||
Lessee, Lease, Cost [Line Items] | |||||
Lessee, operating lease, term of contract | 15 years | ||||
Lessee, operating lease, number of options to extend | option | 4 | ||||
Adjusted annual escalator percentage | 2% | ||||
Lease renewal term | 5 years | ||||
Lessee, operating lease, adjusted revenue to rent ratio | 1.85 | ||||
Operating lease, percentage of average annual net revenues during the preceding two years | 4% | ||||
Greektown Lease | Greektown Lease | |||||
Lessee, Lease, Cost [Line Items] | |||||
Percentage rent escalation interval | 2 years | ||||
Percentage rent baseline period | 2 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases | ||
2024 (excluding the three months ended March 31, 2024) | $ 463.7 | |
2025 | 611.5 | |
2026 | 612.2 | |
2027 | 614.9 | |
2028 | 613.8 | |
Thereafter | 3,320.5 | |
Total lease payments | 6,236.6 | |
Less: Imputed interest | (2,060.4) | |
Present value of future lease payments | 4,176.2 | |
Less: Current portion of lease obligations | (307.4) | |
Long-term portion of lease obligations | 3,868.8 | |
Finance Leases | ||
2024 (excluding the three months ended March 31, 2024) | 109.7 | |
2025 | 144.7 | |
2026 | 144.7 | |
2027 | 144.6 | |
2028 | 144.6 | |
Thereafter | 3,222.4 | |
Total lease payments | 3,910.7 | |
Less: Imputed interest | (1,820) | |
Present value of future lease payments | 2,090.7 | |
Less: Current portion of lease obligations | (37.4) | $ (40.3) |
Long-term portion of lease obligations | 2,053.3 | 2,062.5 |
Financing Obligations | ||
2024 (excluding the three months ended March 31, 2024) | 124.9 | |
2025 | 166.5 | |
2026 | 166.6 | |
2027 | 166.5 | |
2028 | 166.6 | |
Thereafter | 3,829.5 | |
Total lease payments | 4,620.6 | |
Less: Imputed interest | (2,203.1) | |
Present value of future lease payments | 2,417.5 | |
Less: Current portion of lease obligations | (41.9) | (41.3) |
Long-term portion of lease obligations | $ 2,375.6 | $ 2,386.1 |
Leases - Schedule of Triple Net
Leases - Schedule of Triple Net Leases (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Leased Assets [Line Items] | ||
Lease payments | $ 235.8 | $ 233.2 |
AR PENN Master Lease | ||
Schedule of Leased Assets [Line Items] | ||
Lease payments | 71 | 71.1 |
2023 Master Lease | ||
Schedule of Leased Assets [Line Items] | ||
Lease payments | 58.9 | 58 |
Pinnacle Master Lease | ||
Schedule of Leased Assets [Line Items] | ||
Lease payments | 85.2 | 84.1 |
Margaritaville Lease | ||
Schedule of Leased Assets [Line Items] | ||
Lease payments | 6.7 | 6.4 |
Greektown Lease | ||
Schedule of Leased Assets [Line Items] | ||
Lease payments | 13.2 | 12.8 |
Morgantown Lease | ||
Schedule of Leased Assets [Line Items] | ||
Lease payments | $ 0.8 | $ 0.8 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Lease Term and Discount Rate (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Weighted-Average Remaining Lease Term | ||
Operating leases | 10 years 10 months 24 days | 11 years 2 months 12 days |
Finance leases | 27 years 1 month 6 days | 27 years 3 months 18 days |
Financing obligations | 27 years 3 months 18 days | 27 years 7 months 6 days |
Weighted-Average Discount Rate | ||
Operating leases | 7.70% | 7.70% |
Finance leases | 5.20% | 5.20% |
Financing obligations | 5.20% | 5.20% |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Lease Costs | ||
Total | $ 183.9 | $ 170.8 |
Finance Lease Costs | ||
Total | 49.4 | 49.3 |
General and administrative | ||
Operating Lease Costs | ||
Rent expense associated with triple net operating leases | 154.8 | 146 |
Operating lease cost | 5.3 | 4.8 |
Primarily Gaming expenses | ||
Operating Lease Costs | ||
Short-term lease cost | 22.8 | 19 |
Variable lease cost | 1 | 1 |
Interest expense, net | ||
Finance Lease Costs | ||
Interest on lease liabilities | 27.5 | 27.6 |
Financing Obligation Costs | ||
Interest on financing obligations | 36.6 | 36.4 |
Depreciation and amortization | ||
Finance Lease Costs | ||
Amortization of ROU assets | $ 21.9 | $ 21.7 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Non-cash lease activities: | ||
Commencement of operating leases | $ 2.7 | $ 3,657.4 |
Derecognition of operating lease liabilities | 0 | 307.7 |
Derecognition of finance lease liabilities | 0 | 2,933.6 |
Derecognition of financing obligations | $ 0 | $ 1,567.8 |
Investments in and Advances t_2
Investments in and Advances to Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||
Return on investment from unconsolidated affiliates | $ 7.3 | $ 8.5 | |
Kansas Entertainment | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest | 50% | ||
Investment balance | $ 81.5 | $ 80.8 | |
Return on investment from unconsolidated affiliates | $ 7.3 | $ 8.5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Contingency [Line Items] | |||
Effective tax rate | 14.80% | 23.80% | |
Prepaid income taxes | $ 7 | $ 65.3 | |
Barstool Acquisition | |||
Income Tax Contingency [Line Items] | |||
Deferred income taxes | $ 115.9 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Valuation allowance | $ 5.1 |
Commitments and Contingencies -
Commitments and Contingencies - ESPN Sportsbook and Investment Agreements (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |
Aug. 08, 2023 USD ($) tranche $ / shares shares | Mar. 31, 2024 USD ($) | |
Sportsbook Agreement | ||
Other Commitments [Line Items] | ||
Initial term | 10 years | |
Renewal term | 10 years | |
Annual payments | $ | $ 150 | |
Annual payments term | 10 years | |
Investment Agreement | ||
Other Commitments [Line Items] | ||
Marketing expenses | $ | $ 18.7 | |
Investment Agreement | Warrant | ||
Other Commitments [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | |
Warrants issued (in shares) | shares | 31,800,000 | |
Number of tranches | tranche | 3 | |
Vesting period | 10 years | |
Fair value of awards | $ | $ 550.4 | |
Contingent consideration, potential issues (in shares) | shares | 6,400,000 | |
Exercise price (in dollars per share) | $ 28.95 | |
Contractual term | 10 years 6 months | |
Investment Agreement | Warrant | Minimum | ||
Other Commitments [Line Items] | ||
Weighted-average expected life | 9 years 6 months | |
Share price (in dollars per share) | $ 26.08 | |
Investment Agreement | Warrant | Maximum | ||
Other Commitments [Line Items] | ||
Weighted-average expected life | 11 years 6 months | |
Share price (in dollars per share) | $ 32.60 |
Stockholders_ Equity and Stoc_2
Stockholders’ Equity and Stock-Based Compensation - Common and Preferred Stock (Details) | 1 Months Ended | 3 Months Ended | ||||
Feb. 20, 2020 $ / shares shares | Oct. 31, 2021 $ / shares shares | Mar. 31, 2024 $ / shares shares | Mar. 31, 2023 shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 shares | |
Series D Preferred Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exchangeable share issuance (in shares) | 883 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Convertible stock, conversion ratio | 0.001 | |||||
Preferred stock, shares authorized (in shares) | 5,000 | 5,000 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||
Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Convertible stock, conversion ratio | 1 | |||||
Common Stock, Exchangeable | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Convertible stock, conversion ratio | 1 | |||||
Number of shares issued per acquiree share (in shares) | 68,048 | 2,854 | ||||
Common stock, shares authorized (in shares) | 768,441 | 768,441 | ||||
Common stock, shares outstanding (in shares) | 557,174 | 560,267 | ||||
Common Stock, Exchangeable | Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exchangeable share issuance (in shares) | 697,539 | 68,048 | 2,854 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Common stock, shares outstanding (in shares) | 557,174 | 560,758 | 560,267 | 620,019 | ||
Score Media and Gaming Inc. | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued from acquisition (in shares) | 12,319,340 |
Stockholders_ Equity and Stoc_3
Stockholders’ Equity and Stock-Based Compensation - Share Repurchase Authorization (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||
May 02, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | May 01, 2024 | Dec. 06, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share repurchases (in shares) | 0 | 1,646,963 | |||
Share repurchases | $ 50 | ||||
Average price paid per share of common stock repurchased (in dollars per share) | $ 30.36 | ||||
Remaining availability | $ 750 | ||||
Board of Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized amount under share repurchase program | $ 750 | ||||
Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share repurchases (in shares) | 0 | ||||
Remaining availability | $ 749.5 |
Stockholders_ Equity and Stoc_4
Stockholders’ Equity and Stock-Based Compensation - 2022 Long Term Incentive Compensation Plan (Details) - 2022 Long Term Incentive Compensation Plan | Jun. 06, 2023 shares | Mar. 31, 2024 shares | Jun. 07, 2022 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock available for awards, up to (in shares) | 13,870,000 | 6,870,000 | |
Increase in shares reserved for issuance (in shares) | 7,000,000 | ||
Common stock counted against the maximum shares available for grant for each share awarded under the plan (in shares) | 1 | ||
Shares available for future grants (in shares) | 9,214,702 |
Stockholders_ Equity and Stoc_5
Stockholders’ Equity and Stock-Based Compensation - Performance Share Program (Details) - Performance Share Program II | 3 Months Ended | |
Mar. 31, 2024 period shares | Mar. 31, 2023 shares | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted (in shares) | shares | 0 | 461,747 |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of annual award performance periods | period | 3 | |
Service period | 1 year | |
Vesting period | 3 years | |
Performance Shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award which can potentially be earned | 0% | |
Performance Shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award which can potentially be earned | 150% |
Stockholders_ Equity and Stoc_6
Stockholders’ Equity and Stock-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based compensation expense (reduction to expense) | $ 11.9 | $ 16.5 |
Stock options granted (in shares) | 795,913 | 837,873 |
Stockholders_ Equity and Stoc_7
Stockholders’ Equity and Stock-Based Compensation - Cash-settled Phantom Stock Units (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense (reduction to expense) | $ 11.9 | $ 16.5 | |
Cash-settled Phantom Stock Units (CPSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Liability for cash-settled awards | 0.7 | $ 1.2 | |
Unrecognized compensation cost, other awards | $ 1.3 | ||
Unamortized compensation costs, weighted average period of recognition | 1 year 8 months 12 days | ||
Stock-based compensation expense (reduction to expense) | $ 0.1 | 0.7 | |
Amounts paid on cash-settled awards | $ 0.5 | $ 1.4 | |
Minimum | Cash-settled Phantom Stock Units (CPSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Maximum | Cash-settled Phantom Stock Units (CPSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years |
Stockholders_ Equity and Stoc_8
Stockholders’ Equity and Stock-Based Compensation - Stock Appreciation Rights (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense (reduction to expense) | $ 11.9 | $ 16.5 | |
Stock Appreciation Rights (SARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Liability for cash-settled awards | $ 0.8 | $ 5.8 | |
Unrecognized compensation cost, other awards | $ 0.4 | ||
Unamortized compensation costs, weighted average period of recognition | 1 year 9 months 18 days | ||
Stock-based compensation expense (reduction to expense) | $ 4.6 | 0.1 | |
Amounts paid on cash-settled awards | $ 0.1 | $ 0.5 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Assumed conversion of convertible debt (in shares) | 0 | 14.1 |
Stock options | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Assumed conversion of dilutive stock options and restricted stock (in shares) | 0.2 | |
Restricted stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Assumed conversion of dilutive stock options and restricted stock (in shares) | 0.2 | |
Convertible debt securities | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Assumed conversion of convertible debt (in shares) | 14.1 |
Earnings per Share - Schedule_2
Earnings per Share - Schedule of Antidilutive Securities and Reconciliation of Weighted-Average Common Shares Outstanding (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income attributable to PENN Entertainment, Inc. | $ (114.7) | $ 514.5 |
Net income applicable to preferred stock | 1.7 | |
Net income applicable to common stock | $ (114.7) | $ 512.8 |
Determination of shares: | ||
Weighted-average common shares outstanding - basic (in shares) | 151.9 | 153.3 |
Assumed conversion of convertible debt (in shares) | 0 | 14.1 |
Weighted-average common shares outstanding - diluted (in shares) | 151.9 | 168.6 |
Stock options | ||
Determination of shares: | ||
Assumed conversion of dilutive stock options and restricted stock (in shares) | 0 | 0.9 |
Restricted stock | ||
Determination of shares: | ||
Assumed conversion of dilutive stock options and restricted stock (in shares) | 0 | 0.3 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||
Anti-dilutive securities (in shares) | 34.6 | |
Convertible preferred shares | ||
Schedule of Equity Method Investments [Line Items] | ||
Anti-dilutive securities (in shares) | 1.5 | |
Preferred Stock | ||
Schedule of Equity Method Investments [Line Items] | ||
Anti-dilutive securities (in shares) | 0.5 |
Earnings per Share - Schedule_3
Earnings per Share - Schedule of Calculation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Calculation of basic earnings (loss) per share: | ||
Net income (loss) applicable to common stock | $ (114.7) | $ 512.8 |
Weighted-average common shares outstanding - basic (in shares) | 151.9 | 153.3 |
Basic earnings (loss) per share (in dollars per share) | $ (0.76) | $ 3.35 |
Calculation of diluted earnings (loss) per share: | ||
Net income (loss) applicable to common stock | $ (114.7) | $ 512.8 |
Convertible Notes | 0 | 1.8 |
Diluted income (loss) applicable to common stock | $ (114.7) | $ 514.6 |
Weighted average common shares outstanding - diluted (in shares) | 151.9 | 168.6 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.76) | $ 3.05 |
Effective tax rate | 14.80% | 23.80% |
Convertible Notes | ||
Calculation of diluted earnings (loss) per share: | ||
Effective tax rate | 21% | |
Common Stock, Non-Exchangeable | ||
Calculation of basic earnings (loss) per share: | ||
Weighted-average common shares outstanding - basic (in shares) | 151.4 | 152.7 |
Common Stock, Exchangeable | ||
Calculation of basic earnings (loss) per share: | ||
Weighted-average common shares outstanding - basic (in shares) | 0.5 | 0.6 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 USD ($) payment period anniversary | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Apr. 07, 2023 USD ($) | Jul. 01, 2021 | Feb. 28, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Equity securities | $ 9.2 | $ 10.7 | |||||
Holding loss on equity securities | 1.5 | $ 3.2 | |||||
Hitpoint | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Installment amount of contingent consideration | $ 1 | ||||||
Number of installments for contingent consideration | anniversary | 3 | ||||||
Number of remaining achievement periods | period | 1 | ||||||
Plainridge Park Casino | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Period of actual earnings used to calculate contingent consideration | 10 years | ||||||
Number of remaining annual payments | payment | 2 | ||||||
Barstool Acquisition | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Liabilities associated with this indemnity | $ 70 | $ 70 | 70 | ||||
Accrued Liabilities | Barstool Acquisition | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Liabilities associated with this indemnity | 35 | 35 | |||||
Other Noncurrent Liabilities | Barstool Acquisition | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Liabilities associated with this indemnity | 35 | 35 | |||||
Retama Development Corporation | Promissory Notes | Other Assets | Pinnacle Retama Partners, LLC | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Promissory notes | 7.9 | 7.9 | |||||
Retama Development Corporation | Local Government Corporation Bonds | Other Assets | Pinnacle Retama Partners, LLC | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Promissory notes | $ 6.7 | $ 6.7 | |||||
Pinnacle Retama Partners, LLC | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Ownership interest by parent | 75.50% | ||||||
Retama Nominal Holder, LLC | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Ownership interest | 1% | ||||||
Senior Notes | $5.625% Notes due 2027 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Interest rate | 5.625% | 5.625% | |||||
Senior Notes | Senior Unsecured Notes Due 2029 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Interest rate | 4.125% | 4.125% | 4.125% | ||||
Other long-term obligations | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Effective yield | 27% | ||||||
Convertible Notes | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Long-term debt | $ 24.2 | $ 24.2 | |||||
Debt Securities | Secured Convertible Notes | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Interest rate | 12% | ||||||
Debt securities, available-for-sale | $ 20 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Carrying Amounts and Estimated Fair Values by Input Level (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 01, 2021 | May 31, 2020 |
Financial assets: | ||||
Equity securities | $ 9.2 | $ 10.7 | ||
Senior Notes | 5.625% Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate | 5.625% | 5.625% | ||
Senior Notes | $4.125% Notes due 2029 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate | 4.125% | 4.125% | 4.125% | |
Convertible Notes | ||||
Financial liabilities: | ||||
Long-term debt | $ 24.2 | $ 24.2 | ||
Convertible Notes | Convertible Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate | 2.75% | 2.75% | ||
Recurring | Level 1 | ||||
Financial assets: | ||||
Cash and cash equivalents | $ 903.6 | 1,071.8 | ||
Equity securities | 9.2 | 10.7 | ||
Available-for-sale debt securities | 0 | 0 | ||
Held-to-maturity securities | 0 | 0 | ||
Promissory notes | 0 | 0 | ||
Financial liabilities: | ||||
Other liabilities | 0 | 0 | ||
Recurring | Level 1 | Amended Credit Facilities | ||||
Financial liabilities: | ||||
Long-term debt | 0 | 1,483.5 | ||
Recurring | Level 1 | Senior Notes | 5.625% Notes | ||||
Financial liabilities: | ||||
Long-term debt | 0 | 388 | ||
Recurring | Level 1 | Senior Notes | $4.125% Notes due 2029 | ||||
Financial liabilities: | ||||
Long-term debt | 0 | 340 | ||
Recurring | Level 1 | Convertible Notes | Convertible Notes | ||||
Financial liabilities: | ||||
Long-term debt | 0 | 427.6 | ||
Recurring | Level 1 | Other long-term obligations | ||||
Financial liabilities: | ||||
Long-term debt | 0 | 0 | ||
Recurring | Level 2 | ||||
Financial assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Equity securities | 0 | 0 | ||
Available-for-sale debt securities | 0 | 0 | ||
Held-to-maturity securities | 6.7 | 6.7 | ||
Promissory notes | 7.9 | 7.9 | ||
Financial liabilities: | ||||
Other liabilities | 2.7 | 2.7 | ||
Recurring | Level 2 | Amended Credit Facilities | ||||
Financial liabilities: | ||||
Long-term debt | 1,476.8 | 0 | ||
Recurring | Level 2 | Senior Notes | 5.625% Notes | ||||
Financial liabilities: | ||||
Long-term debt | 385.5 | 0 | ||
Recurring | Level 2 | Senior Notes | $4.125% Notes due 2029 | ||||
Financial liabilities: | ||||
Long-term debt | 342 | 0 | ||
Recurring | Level 2 | Convertible Notes | Convertible Notes | ||||
Financial liabilities: | ||||
Long-term debt | 358.6 | 0 | ||
Recurring | Level 2 | Other long-term obligations | ||||
Financial liabilities: | ||||
Long-term debt | 17.5 | 18 | ||
Recurring | Level 3 | ||||
Financial assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Equity securities | 0 | 0 | ||
Available-for-sale debt securities | 24.2 | 24.2 | ||
Held-to-maturity securities | 0 | 0 | ||
Promissory notes | 0 | 0 | ||
Financial liabilities: | ||||
Other liabilities | 76.2 | 76.2 | ||
Recurring | Level 3 | Amended Credit Facilities | ||||
Financial liabilities: | ||||
Long-term debt | 0 | 0 | ||
Recurring | Level 3 | Senior Notes | 5.625% Notes | ||||
Financial liabilities: | ||||
Long-term debt | 0 | 0 | ||
Recurring | Level 3 | Senior Notes | $4.125% Notes due 2029 | ||||
Financial liabilities: | ||||
Long-term debt | 0 | 0 | ||
Recurring | Level 3 | Convertible Notes | Convertible Notes | ||||
Financial liabilities: | ||||
Long-term debt | 0 | 0 | ||
Recurring | Level 3 | Other long-term obligations | ||||
Financial liabilities: | ||||
Long-term debt | 164.7 | 154.1 | ||
Recurring | Carrying Amount | ||||
Financial assets: | ||||
Cash and cash equivalents | 903.6 | 1,071.8 | ||
Equity securities | 9.2 | 10.7 | ||
Available-for-sale debt securities | 24.2 | 24.2 | ||
Held-to-maturity securities | 6.7 | 6.7 | ||
Promissory notes | 7.9 | 7.9 | ||
Financial liabilities: | ||||
Other liabilities | 79 | 79 | ||
Recurring | Carrying Amount | Amended Credit Facilities | ||||
Financial liabilities: | ||||
Long-term debt | 1,461.2 | 1,471.7 | ||
Recurring | Carrying Amount | Senior Notes | 5.625% Notes | ||||
Financial liabilities: | ||||
Long-term debt | 399.8 | 399.7 | ||
Recurring | Carrying Amount | Senior Notes | $4.125% Notes due 2029 | ||||
Financial liabilities: | ||||
Long-term debt | 394.8 | 394.6 | ||
Recurring | Carrying Amount | Convertible Notes | Convertible Notes | ||||
Financial liabilities: | ||||
Long-term debt | 326.5 | 326.1 | ||
Recurring | Carrying Amount | Other long-term obligations | ||||
Financial liabilities: | ||||
Long-term debt | 183.4 | 173.5 | ||
Recurring | Fair Value | ||||
Financial assets: | ||||
Cash and cash equivalents | 903.6 | 1,071.8 | ||
Equity securities | 9.2 | 10.7 | ||
Available-for-sale debt securities | 24.2 | 24.2 | ||
Held-to-maturity securities | 6.7 | 6.7 | ||
Promissory notes | 7.9 | 7.9 | ||
Financial liabilities: | ||||
Other liabilities | 78.9 | 78.9 | ||
Recurring | Fair Value | Amended Credit Facilities | ||||
Financial liabilities: | ||||
Long-term debt | 1,476.8 | 1,483.5 | ||
Recurring | Fair Value | Senior Notes | 5.625% Notes | ||||
Financial liabilities: | ||||
Long-term debt | 385.5 | 388 | ||
Recurring | Fair Value | Senior Notes | $4.125% Notes due 2029 | ||||
Financial liabilities: | ||||
Long-term debt | 342 | 340 | ||
Recurring | Fair Value | Convertible Notes | Convertible Notes | ||||
Financial liabilities: | ||||
Long-term debt | 358.6 | 427.6 | ||
Recurring | Fair Value | Other long-term obligations | ||||
Financial liabilities: | ||||
Long-term debt | $ 182.2 | $ 172.1 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of the Changes in Fair Value of Level 3 Liabilities (Details) - Recurring $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Other Assets and Liabilities | |
Beginning balance | $ 254.5 |
Interest | 10.6 |
Ending balance | $ 265.1 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Significant Unobservable Inputs Used in Calculating Level 3 Assets and Liabilities (Details) - Level 3 - Discount rate - Discounted cash flow | Mar. 31, 2024 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Available-for-sale debt securities | 0.350 |
Other long-term obligation | 0.270 |
Plainridge Park Casino | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent purchase price - Plainridge Park Casino | 0.071 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | |||||
Feb. 21, 2023 USD ($) | Feb. 17, 2023 USD ($) | Mar. 31, 2024 USD ($) segment property | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Aug. 08, 2023 | |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | segment | 5 | |||||
Revenues: | ||||||
Revenues | $ 1,606.9 | $ 1,673.3 | ||||
Adjusted EBITDAR: | ||||||
Adjusted EBITDAR | 256.2 | 478.2 | ||||
Rent expense associated with triple net operating leases | (154.8) | (146) | ||||
Stock-based compensation | (11.9) | (16.5) | ||||
Cash-settled stock-based awards variance | 8 | 2.9 | ||||
Gain on disposal of assets | 0.2 | 0 | ||||
Contingent purchase price | 0 | (0.3) | ||||
Depreciation and amortization | (108.7) | (107.5) | ||||
Non-operating items of equity method investments | (1.1) | (4.5) | ||||
Interest expense, net | (119.1) | (113) | ||||
Interest income | 7.1 | 10.4 | ||||
Gain on Barstool Acquisition, net | 0 | 83.4 | ||||
Gain on REIT transactions, net | $ 500.8 | 0 | 500.8 | |||
Other | (3.4) | (5.6) | ||||
Income (loss) before income taxes | (127.5) | 682.3 | ||||
Income tax benefit (expense) | 12.6 | (167.9) | ||||
Net income (loss) | (114.9) | 514.4 | ||||
Corporate overhead costs | 24.9 | 26.3 | ||||
Holding loss on equity securities | 1.5 | 3.2 | ||||
Capital expenditures: | ||||||
Total capital expenditures | 41.4 | 63.2 | ||||
Assets: | ||||||
Investment in and advances to unconsolidated affiliates | 84.8 | $ 84.9 | ||||
Total assets | 15,614.4 | 16,064.2 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Barstool Sports, Inc | ||||||
Segment Reporting Information [Line Items] | ||||||
Disposal group, percentage of ownership interest sold | 100% | |||||
Operating Segments | Northeast | ||||||
Revenues: | ||||||
Revenues | 684.7 | 700.5 | ||||
Adjusted EBITDAR: | ||||||
Adjusted EBITDAR | 202.6 | 212.9 | ||||
Capital expenditures: | ||||||
Total capital expenditures | 5.6 | 22.8 | ||||
Assets: | ||||||
Investment in and advances to unconsolidated affiliates | 0 | 0 | ||||
Total assets | 1,859.9 | 1,827.4 | ||||
Operating Segments | South | ||||||
Revenues: | ||||||
Revenues | 298.5 | 314.8 | ||||
Adjusted EBITDAR: | ||||||
Adjusted EBITDAR | 113.5 | 123.6 | ||||
Capital expenditures: | ||||||
Total capital expenditures | 11.8 | 13.7 | ||||
Assets: | ||||||
Investment in and advances to unconsolidated affiliates | 0 | 0 | ||||
Total assets | 1,274.9 | 1,244.5 | ||||
Operating Segments | West | ||||||
Revenues: | ||||||
Revenues | 128.8 | 129.7 | ||||
Adjusted EBITDAR: | ||||||
Adjusted EBITDAR | 45.9 | 49.1 | ||||
Capital expenditures: | ||||||
Total capital expenditures | 1.5 | 3.8 | ||||
Assets: | ||||||
Investment in and advances to unconsolidated affiliates | 0 | 0 | ||||
Total assets | 388.1 | 388.6 | ||||
Operating Segments | Midwest | ||||||
Revenues: | ||||||
Revenues | 291.2 | 295.3 | ||||
Adjusted EBITDAR: | ||||||
Adjusted EBITDAR | 117 | 125.6 | ||||
Capital expenditures: | ||||||
Total capital expenditures | 19.2 | 12.7 | ||||
Assets: | ||||||
Investment in and advances to unconsolidated affiliates | 81.5 | 80.8 | ||||
Total assets | 1,304.8 | 1,241.1 | ||||
Operating Segments | Interactive | ||||||
Revenues: | ||||||
Revenues | 207.7 | 233.5 | ||||
Adjusted EBITDAR: | ||||||
Adjusted EBITDAR | (196) | (5.7) | ||||
Capital expenditures: | ||||||
Total capital expenditures | 0.7 | 7.1 | ||||
Assets: | ||||||
Investment in and advances to unconsolidated affiliates | 0 | 0 | ||||
Total assets | 2,503.6 | 2,549.9 | ||||
Other | ||||||
Revenues: | ||||||
Revenues | 6 | 5.8 | ||||
Adjusted EBITDAR: | ||||||
Adjusted EBITDAR | (26.8) | (27.3) | ||||
Capital expenditures: | ||||||
Total capital expenditures | 2.6 | 3.1 | ||||
Assets: | ||||||
Investment in and advances to unconsolidated affiliates | 3.3 | 4.1 | ||||
Total assets | 8,283.1 | $ 8,812.7 | ||||
Intersegment eliminations | ||||||
Revenues: | ||||||
Revenues | $ (10) | $ (6.3) | ||||
Barstool Sports, Inc | ||||||
Segment Reporting Information [Line Items] | ||||||
Ownership interest | 64% | |||||
Barstool Acquisition | ||||||
Segment Reporting Information [Line Items] | ||||||
Ownership interest before acquisition | 36% | |||||
Adjusted EBITDAR: | ||||||
Business acquisition, percentage of voting interests acquired | 64% | |||||
Gain on transaction | $ 66.5 | |||||
Gain on disposal of business | $ 16.9 | |||||
Jackpot, Nevada | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of facilities the entity owned, managed, or had ownership interests in | property | 2 | |||||
Number of operating segments | segment | 1 |