0000921738-20-000018 | 10-Q | XBRL Viewer

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2020	Apr. 30, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	0-24206
Entity Registrant Name	PENN NATIONAL GAMING, 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		116,798,121
Entity Central Index Key	0000921738
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 730.7	$ 437.4
Receivables, net of allowance for doubtful accounts of $8.4 and $7.7	50.1	88.7
Income tax receivable	53.9	22.1
Assets held for sale	336.3	0.0
Prepaid expenses and other current assets	99.0	94.6
Total current assets	1,270.0	642.8
Property and equipment, net	4,745.5	5,120.2
Investment in and advances to unconsolidated affiliates	264.7	128.3
Goodwill and other intangible assets, net	2,683.6	3,297.2
Lease right-of-use assets	4,817.4	4,837.3
Other assets	157.2	168.7
Total assets	13,938.4	14,194.5
Current liabilities
Accounts payable	74.3	40.3
Current maturities of long-term debt	67.7	62.9
Current portion of financing obligations	35.7	40.5
Current portion of lease liabilities	125.7	130.6
Accrued expenses and other current liabilities	510.5	631.3
Total current liabilities	813.9	905.6
Long-term debt, net of current maturities and debt issuance costs	2,829.3	2,322.2
Long-term portion of financing obligations	4,093.5	4,102.2
Long-term portion of lease liabilities	4,646.0	4,670.0
Deferred income taxes	177.3	244.6
Other noncurrent liabilities	100.8	98.0
Total liabilities	12,660.8	12,342.6
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock ($0.01 par value, 200,000,000 shares authorized, 118,961,115 and 118,125,652 shares issued, and 116,793,722 and 115,958,259 shares outstanding)	1.2	1.2
Treasury stock, at cost, (2,167,393 shares held in both periods)	(28.4)	(28.4)
Additional paid-in capital	1,728.9	1,718.3
Retained earnings (accumulated deficit)	(446.4)	161.6
Total Penn National stockholders’ equity	1,278.4	1,852.7
Non-controlling interest	(0.8)	(0.8)
Total stockholders’ equity	1,277.6	1,851.9
Total liabilities and stockholders’ equity	13,938.4	14,194.5
Series B Preferred stock ($0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding)
Stockholders’ equity
Preferred stock	0.0	0.0
Series C Preferred stock ($0.01 par value, 18,500 shares authorized, no shares issued and outstanding)
Stockholders’ equity
Preferred stock	0.0	0.0
Series D Preferred stock ($0.01 par value, 5,000 shares authorized, 883 shares issued and outstanding)
Stockholders’ equity
Preferred stock	$ 23.1	$ 0.0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Allowance for doubtful accounts	$ 8.4	$ 7.7
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	118,961,115	118,125,652
Common stock, shares outstanding (in shares)	116,793,722	115,958,259
Treasury stock (in shares)	2,167,393	2,167,393
Series B Preferred stock ($0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding)
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 ($0.01 par value, 18,500 shares authorized, no shares issued and outstanding)
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 ($0.01 par value, 5,000 shares authorized, 883 shares issued and outstanding)
Preferred stock, par value (in dollars per share)	$ 0.01
Preferred stock, shares authorized (in shares)	5,000
Preferred stock, shares issued (in shares)	883
Preferred stock, shares outstanding (in shares)	883

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues
Revenues	$ 1,116.1	$ 1,282.6
Operating expenses
General and administrative	307.0	286.9
Depreciation and amortization	95.7	104.1
Impairment losses	616.1	0.0
Total operating expenses	1,676.7	1,100.2
Operating income (loss)	(560.6)	182.4
Other income (expenses)
Interest expense, net	(129.8)	(132.3)
Income from unconsolidated affiliates	4.1	5.7
Other	(21.8)	0.0
Total other expenses	(147.5)	(126.6)
Income (loss) before income taxes	(708.1)	55.8
Income tax benefit (expense)	99.5	(14.8)
Net income (loss)	(608.6)	41.0
Less: Net loss attributable to non-controlling interest	0.0	0.0
Net income (loss) attributable to Penn National	$ (608.6)	$ 41.0
Earnings (loss) per common share:
Basic earnings per (loss) common share (in dollars per share)	$ (5.26)	$ 0.35
Diluted earnings per (loss) common share (in dollars per share)	$ (5.26)	$ 0.35
Weighted average basic shares outstanding (in shares)	115.7	116.3
Weighted average diluted shares outstanding (in shares)	115.7	118.6
Gaming
Revenues
Revenues	$ 902.9	$ 1,034.5
Operating expenses
Cost of revenue	500.9	547.4
Food, beverage, hotel and other
Revenues
Revenues	213.2	248.1
Operating expenses
Cost of revenue	$ 157.0	$ 161.8

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (608.6)	$ 41.0
Total comprehensive income (loss)	(608.6)	41.0
Less: Comprehensive loss attributable to non-controlling interest	0.0	0.0
Comprehensive income (loss) attributable to Penn National	$ (608.6)	$ 41.0

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Millions	Total	Preferred Stock	Common Stock	Treasury Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Total Penn National Stockholders’ Equity	Non-Controlling Interest
Beginning balance (in shares) at Dec. 31, 2018		0	116,687,808
Beginning balance at Dec. 31, 2018	$ 731.2	$ 0.0	$ 1.2	$ (28.4)	$ 1,726.4	$ (968.0)	$ 731.2	$ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation arrangements (in shares)			452,743
Share-based compensation arrangements	3.9				3.9		3.9
Net income (loss)	41.0					41.0	41.0
Ending balance (in shares) at Mar. 31, 2019		0	117,140,551
Ending balance at Mar. 31, 2019	1,861.8	$ 0.0	$ 1.2	(28.4)	1,730.3	158.7	1,861.8	0.0
Beginning balance (in shares) at Dec. 31, 2019		0	115,958,259
Beginning balance at Dec. 31, 2019	1,851.9	$ 0.0	$ 1.2	(28.4)	1,718.3	161.6	1,852.7	(0.8)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation arrangements (in shares)			835,463
Share-based compensation arrangements	10.6				10.6		10.6
Barstool Sports Investment (Note 11) (in shares)		883
Barstool Sports Investment (Note 11)	23.1	$ 23.1					23.1
Net income (loss)	(608.6)					(608.6)	(608.6)	0.0
Ending balance (in shares) at Mar. 31, 2020		883	116,793,722
Ending balance at Mar. 31, 2020	$ 1,277.6	$ 23.1	$ 1.2	$ (28.4)	$ 1,728.9	$ (446.4)	$ 1,278.4	$ (0.8)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating activities
Net income (loss)	$ (608.6)	$ 41.0
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	95.7	104.1
Amortization of items charged to interest expense	2.0	1.9
Noncash operating lease expense	22.0	30.4
Change in fair value of contingent purchase price	(2.2)	4.7
Holding loss on equity securities	21.8	0.0
Loss on sale or disposal of property and equipment	0.6	0.5
Income from unconsolidated affiliates	(4.1)	(5.7)
Return on investment from unconsolidated affiliates	8.7	6.5
Deferred income taxes	(67.4)	11.0
Stock-based compensation	6.0	3.4
Impairment losses	616.1	0.0
Changes in operating assets and liabilities, net of businesses acquired
Accounts receivable	39.3	(2.9)
Prepaid expenses and other current assets	(4.3)	(8.1)
Other assets	6.5	(0.6)
Accounts payable	29.1	0.9
Accrued expenses	(101.4)	(25.3)
Income taxes	(31.7)	5.3
Operating lease liabilities	(31.4)	(38.9)
Other current and long-term liabilities	(29.9)	(2.5)
Net cash provided by (used in) operating activities	(33.2)	125.7
Investing activities
Capital expenditures	(42.8)	(37.7)
Consideration paid for Barstool Sports Investment	(135.0)	0.0
Consideration paid for acquisitions of businesses, net of cash acquired	(3.0)	(370.3)
Proceeds from sale-and-leaseback transactions in conjunction with acquisitions	0.0	261.1
Other	(2.6)	(0.2)
Net cash used in investing activities	(183.4)	(147.1)
Financing activities
Proceeds from revolving credit facility	540.0	90.0
Repayments on revolving credit facility	(10.0)	(110.0)
Principal payments on long-term debt	(11.7)	(11.7)
Payments of other long-term obligations	(8.4)	(7.9)
Principal payments on financing obligations	(13.5)	(12.6)
Principal payments on finance leases	(1.6)	(1.6)
Proceeds from exercise of options	4.6	0.5
Proceeds from insurance financing	15.7	13.7
Payments on insurance financing	(6.3)	(5.8)
Other	0.0	(0.3)
Net cash provided by (used in) financing activities	508.8	(45.7)
Change in cash, cash equivalents, and restricted cash	292.2	(67.1)
Cash, cash equivalents and restricted cash at the beginning of the year	455.2	481.2
Cash, cash equivalents and restricted cash at the end of the period	747.4	414.1
Reconciliation of cash, cash equivalents and restricted cash:
Total cash, cash equivalents and restricted cash	747.4	414.1
Supplemental disclosure:
Cash paid for interest, net of amounts capitalized	135.6	139.7
Cash payments related to income taxes, net	(1.1)	(1.7)
Non-cash investing and financing activities:
Commencement of operating leases	1.0	196.5
Accrued capital expenditures	$ 7.4	$ 6.6

Organization and Basis of Presentation	3 Months Ended
Organization and Basis of Presentation	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Organization and Basis of Presentation Organization: Penn National Gaming, Inc., together with its subsidiaries (“Penn National,” the “Company,” “we,” “our,” or “us”), is a leading, diversified, multi-jurisdictional owner and manager of gaming and racing properties, sports betting operations, and video gaming terminal (“VGT”) operations. We are licensed to offer live sports betting at our properties in Indiana, Iowa, Michigan, Mississippi, Nevada, Pennsylvania and West Virginia. In addition, we operate an interactive gaming (“iGaming”) division through our subsidiary, Penn Interactive Ventures, LLC (“Penn Interactive”), which has launched an online casino (“iCasino”) in Pennsylvania through our HollywoodCasino.com gaming platform and entered into multi-year agreements with leading sports betting operators for online sports betting and iGaming market access across our portfolio of properties. We also hold a 36% equity interest in Barstool Sports, Inc. (“Barstool Sports”), a leading digital sports, entertainment and media platform. Our MYCHOICE^®customer loyalty program (the “mychoice program”) provides our members with various benefits, including complimentary goods and/or services. As of March 31, 2020, we owned, managed, or had ownership interests in 41 properties in 19 states. The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases; the most significant of which are the Penn Master Lease and the Pinnacle Master Lease (as such terms are defined in Note 10, “Leases,” and collectively referred to as the “Master Leases”), with Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI”), a real estate investment trust (“REIT”). Impact of the COVID-19 Pandemic and Company Response: On March 11, 2020, the World Health Organization declared the novel coronavirus (known as “COVID-19”) outbreak to be a global pandemic. As a result, we began temporary suspension of the operations of all of our 41 gaming properties starting between March 13, 2020 and March 19, 2020 pursuant to various orders from state gaming regulatory bodies or governmental authorities to combat the rapid spread of COVID-19, all of which remained temporarily closed as of March 31, 2020 and the date of filing this Quarterly Report on Form 10-Q with the U.S. Securities and Exchange Commission (the “SEC”). These developments have caused significant disruptions to our business and have caused a material adverse impact on our financial condition, results of operations and cash flows, the extent of which is primarily based on the duration of the property closures as well as the timing and extent of any recovery in visitation and consumer spending at our properties. We are currently unable to determine whether, when or how the conditions surrounding the COVID-19 pandemic will change, including when any restrictions or closure requirements will be lifted, when we will be able to reopen all of our gaming properties, whether we will be able to successfully staff our properties, the manner in which our properties will reopen, the impact that social distancing protocols will have on our operations, and the degree to which our customers will patronize our properties. On March 13, 2020, in order to maintain maximum financial flexibility in light of the COVID-19 pandemic, we borrowed the remaining available amount of $430.0 million under our Revolving Credit Facility (as defined in Note 9, “Long-term Debt”). On April 14, 2020, we entered into a second amendment to our Amended Credit Agreement (as defined in Note 9, “Long-term Debt”), which, among other things, provides us with relief from our financial covenants for a period of up to one year (see Note 18, “Subsequent Events”). On March 27, 2020, we entered into a binding term sheet with GLPI (the “Term Sheet”) whereby GLPI agreed to (i) purchase the real estate assets associated with our Tropicana Las Vegas (“Tropicana”) property in exchange for rent credits of $307.5 million, which closed on April 16, 2020 (see Note 18, “Subsequent Events”), and (ii) purchase the land underlying our Hollywood Casino Morgantown (“Morgantown”) development project in Morgantown, Pennsylvania, in exchange for rent credits of $30.0 million, which we expect to close by August 31, 2020. The Company has taken various actions to reduce its cost structure during the property closures to help mitigate the operating and financial impact of the COVID-19 pandemic, including: (i) reducing its rent payments through the transactions with GLPI related to Tropicana and Morgantown described above; (ii) furloughing approximately 26,000 employees and operating with a minimum, mission-critical staffing of less than 850 employees company-wide during the closures; (iii) enacting meaningful compensation reductions to its remaining property and corporate leadership teams effective April 1, 2020 and until such time as the Company determines that its properties have substantially returned to normal operations; and (iv) executing substantial reductions in operating expenses, capital expenditures, including temporarily suspending construction of our two planned Category 4 development projects, and overall costs. In addition, the Company’s Board of Directors elected to forgo their cash compensation effective April 1, 2020 and until such time as the Company determines that its properties have substantially returned to normal operations. We are currently planning to reopen all of our gaming properties in the second quarter of 2020, if approved by our regulators, local and state governments, and/or public health authorities. However, in the event that reopening approvals are delayed to the end of the third quarter of 2020 or if cash flows generated by our reopened properties are insufficient to cover our expenses, we may need to take additional actions to preserve liquidity and remain in compliance with our financial covenants. On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which provides emergency economic assistance for American workers, families and businesses affected by the COVID-19 pandemic. The economic relief package includes government loan enhancement programs and various tax provisions to help improve liquidity for American businesses. Based on our preliminary evaluation of the CARES Act, we currently believe we qualify for certain employer refundable payroll credits, deferral of applicable payroll taxes, net operating loss carryback and immediate expensing for eligible qualified improvement property. We intend to continue to review and consider any available potential benefits under the CARES Act for which we qualify, including those described above. The Company could experience other potential adverse impacts as a result of the COVID-19 pandemic, including, but not limited to, further charges from adjustments to the carrying amount of goodwill and other intangible assets, long-lived asset impairment charges, or impairments of investments in joint ventures. In addition, the negative impacts of the COVID-19 pandemic may result in further changes in the amount of valuation allowance required. Actual results may differ materially from the Company’s current estimates as the scope of the COVID-19 pandemic evolves, depending largely, though not exclusively, on the duration and extent of the disruption to its business. Basis of Presentation: The unaudited Condensed 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 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 Condensed 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, 2019.

Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

Principles of Consolidation: The unaudited Condensed Consolidated Financial Statements include the accounts of Penn National Gaming, 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.

Use of Estimates: The preparation of unaudited Condensed 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. Actual results may differ from those estimates.

Segment Information: We view each of our gaming and racing properties as an operating segment with the exception of our two properties in Jackpot, Nevada, which we view as one operating segment. We consider our combined VGT operations, by state, to be separate operating segments. See Note 17, “Segment Information,” for further information. For financial reporting purposes, we aggregate our operating segments into the following four reportable segments:



	Location	Real Estate Assets Lease or Ownership Structure
Northeast segment
Ameristar East Chicago	East Chicago, Indiana	Pinnacle Master Lease
Greektown Casino-Hotel	Detroit, Michigan	Greektown Lease
Hollywood Casino Bangor	Bangor, Maine	Penn Master Lease
Hollywood Casino at Charles Town Races	Charles Town, West Virginia	Penn Master Lease
Hollywood Casino Columbus	Columbus, Ohio	Penn Master Lease
Hollywood Casino Lawrenceburg	Lawrenceburg, Indiana	Penn Master Lease
Hollywood Casino at Penn National Race Course	Grantville, Pennsylvania	Penn Master Lease
Hollywood Casino Toledo	Toledo, Ohio	Penn Master Lease
Hollywood Gaming at Dayton Raceway	Dayton, Ohio	Penn Master Lease
Hollywood Gaming at Mahoning Valley Race Course	Youngstown, Ohio	Penn Master Lease
Marquee by Penn⁽¹⁾	Pennsylvania	N/A
Meadows Racetrack and Casino	Washington, Pennsylvania	Meadows Lease
Plainridge Park Casino	Plainville, Massachusetts	Pinnacle Master Lease

South segment⁽²⁾
1^st Jackpot Casino	Tunica, Mississippi	Penn Master Lease
Ameristar Vicksburg	Vicksburg, Mississippi	Pinnacle Master Lease
Boomtown Biloxi	Biloxi, Mississippi	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	Penn Master Lease
Hollywood Casino Tunica	Tunica, Mississippi	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	Henderson, Nevada	Penn Master Lease
Tropicana Las Vegas	Las Vegas, Nevada	Owned⁽³⁾
Zia Park Casino	Hobbs, New Mexico	Penn Master Lease

Midwest segment
Ameristar Council Bluffs	Council Bluffs, Iowa	Pinnacle Master Lease
Argosy Casino Alton ⁽⁴⁾	Alton, Illinois	Penn Master Lease
Argosy Casino Riverside	Riverside, Missouri	Penn Master Lease
Hollywood Casino Aurora	Aurora, Illinois	Penn Master Lease
Hollywood Casino Joliet	Joliet, Illinois	Penn Master Lease
Hollywood Casino at Kansas Speedway ⁽⁵⁾	Kansas City, Kansas	Owned - JV
Hollywood Casino St. Louis	Maryland Heights, Missouri	Penn Master Lease
Prairie State Gaming⁽¹⁾	Illinois	N/A
River City Casino	St. Louis, Missouri	Pinnacle Master Lease


(1)	VGT route operations


(2)	Resorts Casino Tunica ceased operations on June 30, 2019, but remains subject to the Penn Master Lease.


(3)	As noted in Note 18, “Subsequent Events,” in April 2020, we entered into a sale-leaseback transaction with GLPI for the real estate assets used in the operations of Tropicana.


(4)	The riverboat is owned by us and not subject to the Penn Master Lease.


(5)	Pursuant to a joint venture (“JV”) with International Speedway Corporation (“International Speedway”) 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, food and beverage transactions, retail transactions, hotel room sales, racing wagers, and sports betting wagers. See Note 4, “Revenue Disaggregation,” for information on our revenue by type and geographic location.

Complimentaries associated with Gaming Contracts

Food and beverage, hotel, and other services furnished to patrons for free as an inducement to gamble 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)	2020		2019
Food and beverage	$	54.0	$	64.5
Hotel	30.9		36.6
Other	3.2		4.3
Total complimentaries associated with gaming contracts	$	88.1	$	105.4

Customer-related Liabilities

The Company has three general types of liabilities related to contracts with customers: (i) the obligation associated with its mychoice 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 sports betting operators for online sports betting and related iGaming market access.

Our mychoice program allows members to utilize their reward membership cards to earn loyalty points that are redeemable for slot play and complimentaries, such as food and beverage at our restaurants, lodging at our hotels and products offered at our retail stores across the vast majority of our properties. In addition, members of the mychoice program earn credit toward tier status, which entitles them to receive certain other benefits, such as gifts. The obligation associated with our mychoice program, which is included in “Accrued expenses and other current liabilities” within our unaudited Condensed Consolidated Balance Sheets, was $37.8 million and $36.2 million as of March 31, 2020 and December 31, 2019, 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) outstanding tickets generated by slot machine play or pari-mutuel wagering, (iv) outstanding chip liabilities, (v) unclaimed jackpots, and (vi) gift cards redeemable at our properties. Unpaid wagers primarily relate to the Company’s obligation to settle outstanding slot tickets, pari-mutuel racing tickets and gaming chips with customers and 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 $31.5 million and $42.2 million as of March 31, 2020 and December 31, 2019, respectively, of which $0.6 million were classified as long-term in both periods. The current portion and long-term portion of our advance payments on goods and services yet to be provided and for unpaid wagers are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities” within our unaudited Condensed Consolidated Balance Sheets, respectively.

During the third quarter of 2019, Penn Interactive entered into multi-year agreements with sports betting operators for online sports betting and related iGaming market access across our portfolio, of which we received cash and equity securities,

including ordinary shares and warrants, specific to two operator agreements. Deferred revenue associated with third-party sports betting operators for online sports betting and related iGaming market access, which is included in “Other long-term liabilities” within our unaudited Condensed Consolidated Balance Sheets, was $44.0 million and $43.6 million as of March 31, 2020 and December 31, 2019, respectively.

Gaming and Racing 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. 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 and local jurisdictions in the states where or in which wagering occurs. For the three months ended March 31, 2020 and 2019, these expenses, which were recorded primarily in gaming expense within the unaudited Condensed Consolidated Statements of Operations, were $336.3 million and $386.5 million, respectively.

Correction of Cash Flow Classification: Subsequent to the issuance of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, we concluded that the $261.1 million in proceeds from the Margaritaville Resort Casino (“Margaritaville”) sale-and-leaseback transaction was incorrectly classified as cash provided by financing activities rather than cash provided by investing activities within our unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2019. The accompanying unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2019 correctly reflects such amount as cash provided by investing activities.

New Accounting Pronouncements	3 Months Ended
New Accounting Pronouncements	Mar. 31, 2020
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
New Accounting Pronouncements	New Accounting Pronouncements Accounting Pronouncements Implemented in 2020 In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments” (“ASU 2016-13”), which sets forth a “current expected credit loss” (referred to as “CECL”) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. We adopted ASU 2016-13 during the first quarter of 2020 using a modified retrospective approach, which resulted in a cumulative-effect adjustment to retained earnings as of January 1, 2020 of $0.6 million. In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Cost Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). Under the new guidance, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. This will result in certain implementation costs being capitalized; the associated amortization charge will, however, be recorded as an operating expense. Under the previous guidance, costs incurred when implementing a cloud computing arrangement deemed to be a service contract were recorded as an operating expense when incurred. We adopted ASU 2018-15 during the first quarter of 2020 using a prospective approach, which did not have a material impact on our unaudited Condensed Consolidated Financial Statements. Accounting Pronouncements to be Implemented in 2021 and Beyond In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU 2019-12 on its consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, “Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815” (“ASU 2020-01”), which made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Among other topics, ASU 2020-01 clarifies that an entity should consider observable transactions that requires it to either apply or discontinue the equity method of accounting. For public business entities, ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2020-01 on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (referred to as “LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. ASU 2020-04 also provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. ASU 2020-04 can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2020-04 on its consolidated financial statements.

Revenue Disaggregation

3 Months Ended

Mar. 31, 2020

Revenue from Contract with Customer [Abstract]

Revenue Disaggregation

We generate revenues at our owned, managed or operated properties principally by providing the following types of services: (i) gaming, including iCasino; (ii) food and beverage; (iii) hotel; and (iv) other. Other revenues are principally comprised of ancillary gaming-related activities, such as commissions received on ATM transactions, racing, and Penn Interactive’s social gaming. In addition, we assess our revenues based on geographic location of the related properties, which is consistent with our reportable segments (see Note 17, “Segment Information,” for further information). Our revenue disaggregation by type of revenue and geographic location was as follows:



	For the three months ended March 31, 2020
(in millions)	Northeast		South		West		Midwest		Other		Intersegment Eliminations⁽¹⁾			Total
Revenues:
Gaming	$	458.7	$	168.6	$	71.9	$	196.2	$	7.6	$	(0.1	)	$	902.9
Food and beverage	33.9		29.7		23.5		17.8		0.2		—			105.1
Hotel	8.8		17.8		25.8		8.2		—		—			60.6
Other	19.3		7.2		5.4		5.9		12.5		(2.8		)	47.5
Total revenues	$	520.7	$	223.3	$	126.6	$	228.1	$	20.3	$	(2.9	)	$	1,116.1



	For the three months ended March 31, 2019
(in millions)	Northeast		South		West		Midwest		Other		Intersegment Eliminations⁽¹⁾		Total
Revenues:
Gaming	$	487.7	$	220.1	$	92.8	$	233.8	$	0.1	$	—	$	1,034.5
Food and beverage	35.8		40.2		27.9		21.0		0.3		—		125.2
Hotel	7.2		23.0		31.6		9.6		—		—		71.4
Other	19.9		8.7		6.3		6.8		9.8		—		51.5
Total revenues	$	550.6	$	292.0	$	158.6	$	271.2	$	10.2	$	—	$	1,282.6

(1)

Represents the elimination of intersegment revenues associated with our internally-branded retail sportsbooks, which are operated by Penn Interactive, and our live and televised poker tournament series that operates under the trademark, Heartland Poker Tour (“HPT”).

Acquisitions and Dispositions

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Acquisitions and Dispositions

Greektown Casino-Hotel

On May 23, 2019, the Company acquired all of the membership interests of Greektown Holdings, L.L.C., for a net purchase price of $320.3 million, after working capital and other adjustments, pursuant to a transaction agreement among the Company, VICI Properties L.P., a wholly-owned subsidiary of VICI, and Greektown Mothership LLC. In connection with the acquisition, the real estate assets relating to Greektown Casino-Hotel (“Greektown”) were acquired by a subsidiary of VICI for an aggregate sales price of $700.0 million, and the Company entered into the Greektown Lease, which has an initial annual rent of $55.6 million and an initial term of 15 years, with four five-year renewal options. The acquisition of the operations was financed through a combination of cash on hand and incremental borrowings under the Company’s Revolving Credit Facility.

During the first quarter of 2020, the Company finalized the allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill, as follows:



(in millions)	Fair value
Cash and cash equivalents	$	31.1
Receivables, prepaid expenses, and other current assets	14.5
Property and equipment	28.4
Goodwill⁽¹⁾	67.4
Other intangible assets
Gaming license	166.4
Trademark	24.4
Customer relationships	3.3
Operating lease right-of-use assets	516.1
Finance lease right-of-use assets	4.1
Total assets	$	855.7

Accounts payable, accrued expenses and other current liabilities	$	15.2
Operating lease liabilities	516.1
Finance lease liabilities	4.1
Total liabilities	535.4
Net assets acquired	$	320.3


(1)	The goodwill has been assigned to our Northeast segment. The entire $67.4 million goodwill amount is deductible for tax purposes.

The Company used the income, market, or cost approach (or a combination thereof) for the valuation, as appropriate, and used valuation inputs in these models and analyses that were based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability. Property and equipment acquired consists of non-REIT assets (e.g., equipment for use in gaming operations, furniture and other equipment). We determined that the land and buildings subject to the Greektown Lease, which was entered into at the time of the acquisition, represented operating lease right-of-use assets with a corresponding operating lease liability calculated based on the present value of the future lease payments at the acquisition date in accordance with GAAP. Management determined the fair value of its office equipment, computer equipment and slot machine gaming devices based on the market approach and other personal property based on the cost approach, supported where available by observable market data, which includes consideration of obsolescence.

Acquired identifiable intangible assets consist of a gaming license and a trademark, which are both indefinite-lived intangible assets, and customer relationships, which is an amortizing intangible asset with an assigned useful life of 2 years. Management valued (i) the gaming license using the Greenfield Method under the income approach; (ii) the trademark using the relief-from-royalty method under the income approach; and (iii) customer relationships (rated player databases) using the with-and-without method of the income approach. All valuation methods are forms of the income approach supported by observable market data for peer casino operator companies.

The following table includes unaudited pro forma consolidated financial information assuming our acquisition of Greektown had occurred as of January 1, 2018. The pro forma financial information does not represent the anticipated future

results of the combined company. The pro forma amounts include the historical operating results of Penn National and Greektown prior to the acquisition, with adjustments directly attributable to the acquisition, inclusive of adjustments for acquisition costs. The below pro forma results do not include any adjustments related to synergies.



	For the three months ended March 31,
(in millions)	2020			2019
Revenues	$	1,116.1		$	1,366.6
Net income (loss) attributable to Penn National	$	(608.6	)	$	49.2

Margaritaville Resort Casino

On January 1, 2019, the Company acquired the operations of Margaritaville for a net purchase price of $122.9 million, after working capital and other adjustments (of which, $3.0 million was paid during the three months ended March 31, 2020), pursuant to (i) an agreement and plan of merger (the “Margaritaville Merger Agreement”) among the Company, VICI, Bossier Casino Venture (HoldCo), Inc. (“Holdco”), and Silver Slipper Gaming, LLC, and (ii) a membership interest purchase agreement (the “MIPA”) among VICI and the Company.

Pursuant to the Margaritaville Merger Agreement, a subsidiary of VICI merged with and into Holdco with Holdco surviving the merger as a wholly-owned subsidiary of VICI (the “Merger”) and owner of the real estate assets relating to Margaritaville. Pursuant to the MIPA, immediately following the consummation of the Merger, HoldCo sold its interests in its sole direct subsidiary and owner of the Margaritaville operating assets, to the Company. In connection with the acquisition, the real estate assets used in the operations of Margaritaville were acquired by VICI for $261.1 million and the Company entered into the Margaritaville Lease (as defined in Note 10, “Leases”). The acquisition of the operations was financed through incremental borrowings under the Company’s Revolving Credit Facility.

Tropicana Las Vegas

During the first quarter of 2020, we determined that the real estate assets used in the operations of our Tropicana property, which is included within our West segment, met the criteria for classification as assets held for sale pursuant to Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment,” due to obtaining approval from the Board of Directors as well as the entrance into the Term Sheet on March 27, 2020 with GLPI for the sale of the real estate assets associated with Tropicana. We will continue to operate the Tropicana subsequent to the sale to GLPI, which closed on April 16, 2020 (see Note 18, “Subsequent Events”). The carrying amounts of the major classes of assets held for sale were as follows:



(in millions)	March 31, 2020
Land and improvements, gross	$	240.2
Building and improvements, gross	125.7
Construction in progress	3.1
Less: Accumulated depreciation	(32.7		)
Total assets classified as held for sale^,, current	$	336.3

Property and Equipment

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment, net, consisted of the following:



(in millions)	March 31, 2020			December 31, 2019
Property and equipment - Not Subject to Master Leases
Land and improvements	$	113.0		$	353.2
Building, vessels and improvements	291.7			420.4
Furniture, fixtures and equipment	1,606.2			1,598.3
Leasehold improvements	190.2			183.6
Construction in progress	88.2			59.3
	2,289.3			2,614.8
Less: Accumulated depreciation	(1,551.8		)	(1,548.3		)
	737.5			1,066.5
Property and equipment - Subject to Master Leases
Land and improvements	1,525.9			1,525.9
Building, vessels and improvements	3,664.6			3,664.6
	5,190.5			5,190.5
Less: Accumulated depreciation	(1,182.5		)	(1,136.8		)
	4,008.0			4,053.7
Property and equipment, net	$	4,745.5		$	5,120.2

Depreciation expense was as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Depreciation expense⁽¹⁾	$	87.5	$	98.3

(1)

Of such amounts, $46.0 million and $48.6 million, respectively, pertained to real estate assets subject to either of our Master Leases.

Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

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			Other			Total
Balance as of December 31, 2019
Goodwill, gross	$	914.3		$	236.6		$	216.8		$	1,116.7		$	156.1		$	2,640.5
Accumulated goodwill impairment losses	(717.9		)	(52.0		)	(16.6		)	(495.6		)	(87.7		)	(1,369.8		)
Goodwill, net	196.4			184.6			200.2			621.1			68.4			1,270.7
Impairment losses during period	(43.5		)	(9.0		)	—			(60.5		)	—			(113.0		)
Balance as of March 31, 2020
Goodwill, gross	914.3			236.6			216.8			1,116.7			156.1			2,640.5
Accumulated goodwill impairment losses	(761.4		)	(61.0		)	(16.6		)	(556.1		)	(87.7		)	(1,482.8		)
Goodwill, net	$	152.9		$	175.6		$	200.2		$	560.6		$	68.4		$	1,157.7

2020 Interim Assessment for Impairment

During the first quarter of 2020, we identified an indicator of impairment on our goodwill and other intangible assets due to the COVID-19 pandemic. As a result of the COVID-19 pandemic, we revised our cash flow projections to reflect the current economic environment, including the uncertainty surrounding the nature, timing and extent of reopening our gaming properties. As a result of the interim assessment for impairment, we recognized impairments on our goodwill, gaming licenses and trademarks of $113.0 million, $437.0 million and $61.5 million, respectively. The estimated fair values of the reporting units

were determined through a combination of a discounted cash flow model and a market-based approach, which utilized Level 3 inputs. The estimated fair values of the gaming licenses and trademarks were determined by using discounted cash flow models, which utilized Level 3 inputs.

As noted in the table above, the goodwill impairments pertained to our Northeast, South and Midwest segments, in the amounts of $43.5 million, $9.0 million and $60.5 million, respectively. The gaming license impairments pertained to our Northeast, South and Midwest segments in the amounts of $177.0 million, $166.0 million and $94.0 million, respectively. The trademark impairments pertained to our Northeast, South, Midwest and West segments, in the amounts of $17.0 million, $17.0 million, $15.0 million and $12.5 million, respectively.

There were no impairment charges recorded on goodwill and other intangible assets during the three months ended March 31, 2019.

The aforementioned impairments are included in “Impairment losses” within our unaudited Condensed Consolidated Statements of Operations. See Note 16, “Fair Value Measurements,” for quantitative information about the significant unobservable inputs used in the fair value measurements of other intangible assets.

As of March 31, 2020, the date of the most recent interim impairment test, five reporting units had negative carrying amounts. The amount of goodwill at these reporting units was as follows (in millions):



Northeast segment
Hollywood Casino at Charles Town Races	$	8.7
Hollywood Casino Toledo	$	5.8
Plainridge Park Casino	$	6.3
South segment
Boomtown New Orleans	$	5.2
Midwest segment
Ameristar Council Bluffs	$	36.2

The table below presents the gross carrying amount, accumulated amortization and net carrying amount of each major class of other intangible assets:



	March 31, 2020							December 31, 2019
(in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets
Gaming licenses	$	1,246.0	$	—		$	1,246.0	$	1,681.9	$	—		$	1,681.9
Trademarks	240.9		—			240.9		302.4		—			302.4
Other	0.7		—			0.7		0.7		—			0.7
Amortizing intangible assets
Customer relationships	106.8		(73.5		)	33.3		104.4		(69.0		)	35.4
Other	36.6		(31.6		)	5.0		36.1		(30.0		)	6.1
Total other intangible assets	$	1,631.0	$	(105.1	)	$	1,525.9	$	2,125.5	$	(99.0	)	$	2,026.5

Amortization expense related to our amortizing intangible assets was $6.1 million and $5.9 million, for the three months ended March 31, 2020 and 2019, respectively. The following table presents the estimated amortization expense based on our amortizing intangible assets as of March 31, 2020 (in millions):



Remaining 2020	$	14.6
2021	6.7
2022	4.8
2023	3.7
2024	3.6
Thereafter	4.9
Total	$	38.3

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:



(in millions)	March 31, 2020		December 31, 2019
Accrued salaries and wages	$	106.8	$	142.1
Accrued gaming, pari-mutuel, property, and other taxes	62.9		103.3
Accrued interest	5.9		13.0
Other accrued expenses⁽¹⁾	213.1		225.8
Other current liabilities⁽²⁾	121.8		147.1
Accrued expenses and other current liabilities	$	510.5	$	631.3

(1)

Amounts as of March 31, 2020 and December 31, 2019 include $40.1 million and $38.3 million, respectively, pertaining to the Company’s accrued progressive jackpot liability. Additionally, amounts include the obligation associated with its mychoice program and the current portion of advance payments on goods and services yet to be provided and for unpaid wagers, which are discussed in Note 2, “Significant Accounting Policies.”

(2)

Amounts as of March 31, 2020 and December 31, 2019 include $61.3 million and $80.1 million, respectively, pertaining to the Company’s non-qualified deferred compensation plan that covers management and other highly-compensated employees.

Long-term Debt

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Long-term Debt

Long-term debt, net of current maturities, was as follows:



(in millions)	March 31, 2020			December 31, 2019
Senior Secured Credit Facilities:
Revolving Credit Facility due 2023	$	670.0		$	140.0
Term Loan A Facility due 2023	663.4			672.3
Term Loan B-1 Facility due 2025	1,114.7			1,117.5
5.625% Notes due 2027	400.0			400.0
Other long-term obligations	80.8			89.2
	2,928.9			2,419.0
Less: Current maturities of long-term debt	(67.7		)	(62.9		)
Less: Debt discount	(2.3		)	(2.4		)
Less: Debt issuance costs	(29.6		)	(31.5		)
	$	2,829.3		$	2,322.2

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 $700.0 million revolving credit facility (the “Revolving Credit Facility”), five-year $300.0 million term loan A facility (the “Term Loan A Facility”), and a seven-year $500.0 million Term Loan B facility (the “Term Loan B Facility” and collectively with the Revolving Credit Facility and the

Term Loan A Facility, the “Senior Secured Credit Facilities”). The Term Loan B Facility was fully repaid and terminated prior to 2019.

In October 2018, in connection with the acquisition of Pinnacle Entertainment, Inc. (the “Pinnacle Acquisition”), we entered into an incremental joinder agreement (the “Incremental Joinder”), which amended the Credit Agreement (the “Amended Credit Agreement”). The Incremental Joinder provided for an additional $430.2 million of incremental loans having the same terms as the existing Term Loan A Facility, with the exception of extending the maturity date, and an additional $1,128.8 million of loans as a new tranche having new terms (the “Term Loan B-1 Facility”). With the exception of extending the maturity date, the Incremental Joinder did not impact the Revolving Credit Facility.

On March 13, 2020, in order to maintain maximum financial flexibility in light of the COVID-19 pandemic, we borrowed the remaining available amount of $430.0 million under our Revolving Credit Facility. As of March 31, 2020, the Company had conditional obligations under letters of credit issued pursuant to the Senior Secured Credit Facilities with face amounts aggregating $29.5 million.

The payment and performance of obligations under the Senior Secured Credit Facilities are guaranteed by a lien on and security interest in substantially all of the assets (other than excluded property such as gaming licenses) of the Company.

5.625% Senior Unsecured Notes

On January 19, 2017, the Company completed an offering of $400.0 million aggregate principal amount of 5.625% senior unsecured notes that mature on January 15, 2027 (the “5.625% Notes”) at a price of par. Interest on the 5.625% Notes is payable on January 15^th and July 15^th of each year.

Interest expense, net

Interest expense, net, was as follows:



	For the three months ended March 31,
(in millions)	2020			2019
Interest expense	$	(130.4	)	$	(132.6	)
Interest income	0.2			0.3
Capitalized interest	0.4			—
Interest expense, net	$	(129.8	)	$	(132.3	)

Covenants

Our Amended Credit Agreement and the indenture governing our 5.625% Notes require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests. In addition, our Amended Credit Agreement and the indenture governing our 5.625% Notes restrict, among other things, our ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities. Our debt agreements also contain customary events of default, including cross-default provisions that require us to meet certain requirements under the Penn Master Lease and the Pinnacle Master Lease, 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, 2020, the Company was in compliance with all required financial covenants. On April 14, 2020, we entered into a second amendment to our Amended Credit Agreement, which, among other things, provides us with relief from our financial covenants for a period of up to one year. See Note 18, “Subsequent Events” for further information. 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

Ohio Relocation Fees

As of March 31, 2020 and December 31, 2019, other long-term obligations included $68.8 million and $76.4 million, respectively, related to the relocation fees for Hollywood Gaming at Dayton Raceway (“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 property is payable as follows: $7.5 million upon the opening of the property and eighteen semi-annual payments of $4.8 million beginning one year after the commencement of operations. This obligation is accreted to interest expense at an effective yield of 5.0%. The amount included in interest expense related to this obligation was $0.9 million and $1.1 million for the three months ended March 31, 2020 and 2019, respectively.

Leases

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Leases

Lessee

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 under 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 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.

Penn Master Lease

Pursuant to a triple net master lease with GLPI (the “Penn Master Lease”), which became effective November 1, 2013, the Company leases real estate assets associated with 19 of the gaming facilities used in its operations. The Penn Master Lease has an initial term of 15 years with four subsequent, five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 35 years.

The payment structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2%, depending on the Adjusted Revenue to Rent Ratio (as defined in the Penn Master Lease) of 1.8:1, and a component that is based on the performance, which is prospectively adjusted (i) every five years by an amount equal to 4% of the average change in net revenues of all properties under the Penn Master Lease (other than Hollywood Casino Columbus (“Columbus”) and Hollywood Casino Toledo (“Toledo”)) compared to a contractual baseline during the preceding five years (“Penn Percentage Rent”) and (ii) monthly by an amount equal to 20% of the net revenues of Columbus and Toledo in excess of a contractual baseline and subject to a rent floor specific to Toledo (see below). The next annual escalator test date is scheduled to occur effective November 1, 2020 and the next Penn Percentage Rent reset is scheduled to occur on November 1, 2023.

Monthly rent associated with Columbus and monthly rent in excess of the Toledo rent floor are considered contingent rent. Expense related to operating lease components associated with Columbus and Toledo are included in “General and administrative” within our unaudited Condensed Consolidated Statements of Operations and the variable expense related to the financing obligation is included in “Interest expense, net” within our unaudited Condensed Consolidated Statements of Operations. Total monthly variable expenses were as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Variable expenses included in “General and administrative”	$	3.1	$	6.8
Variable expenses included in “Interest expense, net”	3.4		6.3
Total variable expenses	$	6.5	$	13.1

Pinnacle Master Lease

In connection with the Pinnacle Acquisition in October 2018, we 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 the performance, 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”). The annual escalator test date and the Pinnacle Percentage Rent reset occurred on May 1, 2020.

Operating Leases

The Company’s operating leases consist mainly of (i) a triple net lease with GLPI for the real estate assets used in the operations of Meadows Racetrack and Casino (the “Meadows Lease”), (ii) a triple net lease with VICI Properties Inc. (NYSE: VICI) (“VICI”) for the real estate assets used in the operation of Margaritaville (the “Margaritaville Lease”), (iii) a triple net lease with VICI for the real estate assets used in the operation of Greektown (the “Greektown Lease” and collectively with the Master Leases, the Meadows Lease, and the Margaritaville Lease, the “Triple Net Leases”), (iv) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company, and (v) building and equipment not subject to the Master Leases. 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.

On February 1, 2020, the Margaritaville Lease was amended to provide for a change in the measurement of the annual escalator from an Adjusted Revenue to Rent Ratio (as defined in the Margaritaville Lease) of 1.9:1 to a minimum ratio of net revenue to rent of 6.1:1. As a result of the annual escalator, which was determined to be $0.3 million, effective February 1, 2020, an additional operating right-of-use asset and corresponding operating lease liability of $3.1 million were recognized.

Information related to lease term and discount rate was as follows:



	March 31, 2020		December 31, 2019
Weighted-Average Remaining Lease Term
Operating leases	27.4 years		27.6 years
Finance leases	28.3 years		28.6 years
Financing obligations	30.1 years		30.4 years

Weighted-Average Discount Rate
Operating leases	6.7	%	6.7	%
Finance leases	6.8	%	6.8	%
Financing obligations	8.1	%	8.1	%

The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2020:



(in millions)	Operating Leases			Finance Leases			Financing Obligations
Years ending December 31,
2020 (excluding the three months ended March 31, 2020)	$	316.4		$	16.3		$	277.3
2021	404.3			21.7			367.3
2022	401.2			21.6			367.3
2023	398.1			20.8			367.3
2024	381.6			16.7			367.3
Thereafter	8,156.4			393.5			9,270.6
Total lease payments	10,058.0			490.6			11,017.1
Less: Imputed interest	(5,510.6		)	(266.3		)	(6,887.9		)
Present value of future lease payments	4,547.4			224.3			4,129.2
Less: Current portion of lease obligations	(119.1		)	(6.6		)	(35.7		)
Long-term portion of lease obligations	$	4,428.3		$	217.7		$	4,093.5

The components of lease expense were as follows:



	For the three months ended March 31, 2020
	Classification
(in millions)	Gaming Expense		Food, Beverage, Hotel and Other Expense		General and Administrative		Interest Expense, net		Depreciation and Amortization		Total
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases ⁽¹⁾	$	—	$	—	$	97.5	$	—	$	—	$	97.5
Operating lease cost⁽²⁾	0.1		0.1		4.1		—		—		4.3
Short-term lease cost	11.7		0.2		0.2		—		—		12.1
Variable lease cost⁽²⁾	0.6		—		0.2		—		—		0.8
Total	$	12.4	$	0.3	$	102.0	$	—	$	—	$	114.7

Finance Lease Costs
Interest expense ⁽³⁾	$	—	$	—	$	—	$	3.9	$	—	$	3.9
Amortization expense ⁽³⁾	—		—		—		—		2.0		2.0
Total	$	—	$	—	$	—	$	3.9	$	2.0	$	5.9

Financing Obligation Costs
Interest expense ⁽⁴⁾	$	—	$	—	$	—	$	97.4	$	—	$	97.4



	For the three months ended March 31, 2019
	Classification
(in millions)	Gaming Expense		Food, Beverage, Hotel and Other Expense		General and Administrative		Interest Expense, net		Depreciation and Amortization		Total
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases ⁽¹⁾	$	—	$	—	$	84.7	$	—	$	—	$	84.7
Operating lease cost⁽²⁾	0.1		0.2		4.1		—		—		4.4
Short-term lease cost	12.9		0.2		0.6		—		—		13.7
Variable lease cost⁽²⁾	1.3		—		0.3		—		—		1.6
Total	$	14.3	$	0.4	$	89.7	$	—	$	—	$	104.4

Finance Lease Costs
Interest expense ⁽³⁾	$	—	$	—	$	—	$	3.8	$	—	$	3.8
Amortization expense ⁽³⁾	—		—		—		—		2.0		2.0
Total	$	—	$	—	$	—	$	3.8	$	2.0	$	5.8

Financing Obligation Costs
Interest expense ⁽⁴⁾	$	—	$	—	$	—	$	97.7	$	—	$	97.7


(1)	Pertains to the operating lease components contained within the Master Leases (primarily land), the Meadows Lease, the Margaritaville Lease and the Greektown Lease, inclusive of the variable expense associated with Columbus and Toledo for the operating lease components (the land) (see table above).


(2)	Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases, discussed in footnote (1) above.


(3)	Primarily pertains to the Dayton and Mahoning Valley finance leases.


(4)	Pertains to the components contained within the Master Leases (primarily buildings) determined to be financing obligations, inclusive of the variable expense associated with Columbus and Toledo for the finance lease components (the buildings) (see table above).

Total payments made under the Triple Net Leases were as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Penn Master Lease	$	114.8	$	114.4
Pinnacle Master Lease	82.5		81.3
Meadows Lease	6.7		6.5
Margaritaville Lease	5.9		5.7
Greektown Lease	13.9		—
Total	$	223.8	$	207.9

Supplemental cash flow information related to leases was as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	3.9	$	3.8
Operating cash flows from operating leases	$	108.2	$	90.6
Financing cash flows from finance leases	$	1.6	$	1.6

Lessor

We lease our hotel rooms to patrons and record the corresponding lessor revenue in “Food, beverage, hotel and other revenues” within our unaudited Condensed Consolidated Statements of Operations. For the three months ended March 31, 2020 and 2019, the Company recognized $60.6 million and $71.4 million of lessor revenues related to the rental of hotel rooms, respectively. Hotel leasing arrangements vary in duration, but are short-term in nature. The cost and accumulated depreciation of property and equipment associated with hotel rooms is included in “Property and equipment, net” within our unaudited Condensed Consolidated Balance Sheets.

Leases

Lessee

Master Leases

Penn Master Lease



	For the three months ended March 31,
(in millions)	2020		2019
Variable expenses included in “General and administrative”	$	3.1	$	6.8
Variable expenses included in “Interest expense, net”	3.4		6.3
Total variable expenses	$	6.5	$	13.1

Pinnacle Master Lease

years (“Pinnacle Percentage Rent”). The annual escalator test date and the Pinnacle Percentage Rent reset occurred on May 1, 2020.

Operating Leases

Information related to lease term and discount rate was as follows:



	March 31, 2020		December 31, 2019
Weighted-Average Remaining Lease Term
Operating leases	27.4 years		27.6 years
Finance leases	28.3 years		28.6 years
Financing obligations	30.1 years		30.4 years

Weighted-Average Discount Rate
Operating leases	6.7	%	6.7	%
Finance leases	6.8	%	6.8	%
Financing obligations	8.1	%	8.1	%

The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2020:



(in millions)	Operating Leases			Finance Leases			Financing Obligations
Years ending December 31,
2020 (excluding the three months ended March 31, 2020)	$	316.4		$	16.3		$	277.3
2021	404.3			21.7			367.3
2022	401.2			21.6			367.3
2023	398.1			20.8			367.3
2024	381.6			16.7			367.3
Thereafter	8,156.4			393.5			9,270.6
Total lease payments	10,058.0			490.6			11,017.1
Less: Imputed interest	(5,510.6		)	(266.3		)	(6,887.9		)
Present value of future lease payments	4,547.4			224.3			4,129.2
Less: Current portion of lease obligations	(119.1		)	(6.6		)	(35.7		)
Long-term portion of lease obligations	$	4,428.3		$	217.7		$	4,093.5

The components of lease expense were as follows:



	For the three months ended March 31, 2020
	Classification
(in millions)	Gaming Expense		Food, Beverage, Hotel and Other Expense		General and Administrative		Interest Expense, net		Depreciation and Amortization		Total
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases ⁽¹⁾	$	—	$	—	$	97.5	$	—	$	—	$	97.5
Operating lease cost⁽²⁾	0.1		0.1		4.1		—		—		4.3
Short-term lease cost	11.7		0.2		0.2		—		—		12.1
Variable lease cost⁽²⁾	0.6		—		0.2		—		—		0.8
Total	$	12.4	$	0.3	$	102.0	$	—	$	—	$	114.7

Finance Lease Costs
Interest expense ⁽³⁾	$	—	$	—	$	—	$	3.9	$	—	$	3.9
Amortization expense ⁽³⁾	—		—		—		—		2.0		2.0
Total	$	—	$	—	$	—	$	3.9	$	2.0	$	5.9

Financing Obligation Costs
Interest expense ⁽⁴⁾	$	—	$	—	$	—	$	97.4	$	—	$	97.4



	For the three months ended March 31, 2019
	Classification
(in millions)	Gaming Expense		Food, Beverage, Hotel and Other Expense		General and Administrative		Interest Expense, net		Depreciation and Amortization		Total
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases ⁽¹⁾	$	—	$	—	$	84.7	$	—	$	—	$	84.7
Operating lease cost⁽²⁾	0.1		0.2		4.1		—		—		4.4
Short-term lease cost	12.9		0.2		0.6		—		—		13.7
Variable lease cost⁽²⁾	1.3		—		0.3		—		—		1.6
Total	$	14.3	$	0.4	$	89.7	$	—	$	—	$	104.4

Finance Lease Costs
Interest expense ⁽³⁾	$	—	$	—	$	—	$	3.8	$	—	$	3.8
Amortization expense ⁽³⁾	—		—		—		—		2.0		2.0
Total	$	—	$	—	$	—	$	3.8	$	2.0	$	5.8

Financing Obligation Costs
Interest expense ⁽⁴⁾	$	—	$	—	$	—	$	97.7	$	—	$	97.7


(1)	Pertains to the operating lease components contained within the Master Leases (primarily land), the Meadows Lease, the Margaritaville Lease and the Greektown Lease, inclusive of the variable expense associated with Columbus and Toledo for the operating lease components (the land) (see table above).


(2)	Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases, discussed in footnote (1) above.


(3)	Primarily pertains to the Dayton and Mahoning Valley finance leases.


(4)	Pertains to the components contained within the Master Leases (primarily buildings) determined to be financing obligations, inclusive of the variable expense associated with Columbus and Toledo for the finance lease components (the buildings) (see table above).

Total payments made under the Triple Net Leases were as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Penn Master Lease	$	114.8	$	114.4
Pinnacle Master Lease	82.5		81.3
Meadows Lease	6.7		6.5
Margaritaville Lease	5.9		5.7
Greektown Lease	13.9		—
Total	$	223.8	$	207.9

Supplemental cash flow information related to leases was as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	3.9	$	3.8
Operating cash flows from operating leases	$	108.2	$	90.6
Financing cash flows from finance leases	$	1.6	$	1.6

Lessor

Leases

Lessee

Master Leases

Penn Master Lease



	For the three months ended March 31,
(in millions)	2020		2019
Variable expenses included in “General and administrative”	$	3.1	$	6.8
Variable expenses included in “Interest expense, net”	3.4		6.3
Total variable expenses	$	6.5	$	13.1

Pinnacle Master Lease

years (“Pinnacle Percentage Rent”). The annual escalator test date and the Pinnacle Percentage Rent reset occurred on May 1, 2020.

Operating Leases

Information related to lease term and discount rate was as follows:



	March 31, 2020		December 31, 2019
Weighted-Average Remaining Lease Term
Operating leases	27.4 years		27.6 years
Finance leases	28.3 years		28.6 years
Financing obligations	30.1 years		30.4 years

Weighted-Average Discount Rate
Operating leases	6.7	%	6.7	%
Finance leases	6.8	%	6.8	%
Financing obligations	8.1	%	8.1	%

The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2020:



(in millions)	Operating Leases			Finance Leases			Financing Obligations
Years ending December 31,
2020 (excluding the three months ended March 31, 2020)	$	316.4		$	16.3		$	277.3
2021	404.3			21.7			367.3
2022	401.2			21.6			367.3
2023	398.1			20.8			367.3
2024	381.6			16.7			367.3
Thereafter	8,156.4			393.5			9,270.6
Total lease payments	10,058.0			490.6			11,017.1
Less: Imputed interest	(5,510.6		)	(266.3		)	(6,887.9		)
Present value of future lease payments	4,547.4			224.3			4,129.2
Less: Current portion of lease obligations	(119.1		)	(6.6		)	(35.7		)
Long-term portion of lease obligations	$	4,428.3		$	217.7		$	4,093.5

The components of lease expense were as follows:



	For the three months ended March 31, 2020
	Classification
(in millions)	Gaming Expense		Food, Beverage, Hotel and Other Expense		General and Administrative		Interest Expense, net		Depreciation and Amortization		Total
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases ⁽¹⁾	$	—	$	—	$	97.5	$	—	$	—	$	97.5
Operating lease cost⁽²⁾	0.1		0.1		4.1		—		—		4.3
Short-term lease cost	11.7		0.2		0.2		—		—		12.1
Variable lease cost⁽²⁾	0.6		—		0.2		—		—		0.8
Total	$	12.4	$	0.3	$	102.0	$	—	$	—	$	114.7

Finance Lease Costs
Interest expense ⁽³⁾	$	—	$	—	$	—	$	3.9	$	—	$	3.9
Amortization expense ⁽³⁾	—		—		—		—		2.0		2.0
Total	$	—	$	—	$	—	$	3.9	$	2.0	$	5.9

Financing Obligation Costs
Interest expense ⁽⁴⁾	$	—	$	—	$	—	$	97.4	$	—	$	97.4



	For the three months ended March 31, 2019
	Classification
(in millions)	Gaming Expense		Food, Beverage, Hotel and Other Expense		General and Administrative		Interest Expense, net		Depreciation and Amortization		Total
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases ⁽¹⁾	$	—	$	—	$	84.7	$	—	$	—	$	84.7
Operating lease cost⁽²⁾	0.1		0.2		4.1		—		—		4.4
Short-term lease cost	12.9		0.2		0.6		—		—		13.7
Variable lease cost⁽²⁾	1.3		—		0.3		—		—		1.6
Total	$	14.3	$	0.4	$	89.7	$	—	$	—	$	104.4

Finance Lease Costs
Interest expense ⁽³⁾	$	—	$	—	$	—	$	3.8	$	—	$	3.8
Amortization expense ⁽³⁾	—		—		—		—		2.0		2.0
Total	$	—	$	—	$	—	$	3.8	$	2.0	$	5.8

Financing Obligation Costs
Interest expense ⁽⁴⁾	$	—	$	—	$	—	$	97.7	$	—	$	97.7


(1)	Pertains to the operating lease components contained within the Master Leases (primarily land), the Meadows Lease, the Margaritaville Lease and the Greektown Lease, inclusive of the variable expense associated with Columbus and Toledo for the operating lease components (the land) (see table above).


(2)	Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases, discussed in footnote (1) above.


(3)	Primarily pertains to the Dayton and Mahoning Valley finance leases.


(4)	Pertains to the components contained within the Master Leases (primarily buildings) determined to be financing obligations, inclusive of the variable expense associated with Columbus and Toledo for the finance lease components (the buildings) (see table above).

Total payments made under the Triple Net Leases were as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Penn Master Lease	$	114.8	$	114.4
Pinnacle Master Lease	82.5		81.3
Meadows Lease	6.7		6.5
Margaritaville Lease	5.9		5.7
Greektown Lease	13.9		—
Total	$	223.8	$	207.9

Supplemental cash flow information related to leases was as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	3.9	$	3.8
Operating cash flows from operating leases	$	108.2	$	90.6
Financing cash flows from finance leases	$	1.6	$	1.6

Lessor

Investments in and Advances to Unconsolidated Affiliates

3 Months Ended

Mar. 31, 2020

Equity Method Investments and Joint Ventures [Abstract]

Investments in and Advances to Unconsolidated Affiliates

As of March 31, 2020, investments in and advances to unconsolidated affiliates primarily consisted of the Company’s 36% interest in Barstool Sports, its 50% investment in Kansas Entertainment, which is a JV with International Speedway that owns Hollywood Casino at Kansas Speedway, its 50% interest in Freehold Raceway, and its 50% joint venture with MAXXAM, Inc. (“MAXXAM”) that owns and operates racetracks in Texas.

Investment in Barstool Sports

In February 2020, we closed on our investment in Barstool Sports pursuant to a stock purchase agreement with Barstool Sports and certain stockholders of Barstool Sports, in which we purchased 36% (inclusive of 1% on a delayed basis) of the common stock, par value $0.0001 per share, of Barstool Sports for a purchase price of $161.2 million. The purchase price consisted of $135.0 million in cash and $23.1 million in shares of a new class of non-voting convertible preferred stock of the Company (the “Series D Preferred Stock”) (discussed below). Furthermore, three years after the closing of the transaction (or earlier at our election), we will increase our ownership in Barstool Sports to approximately 50% by purchasing approximately $62 million worth of additional shares of Barstool Sports common stock, consistent with the implied valuation at the time of the initial investment, which was $450.0 million. With respect to the remaining Barstool Sports shares, we have immediately exercisable call rights, and the existing Barstool Sports stockholders have put rights exercisable beginning three years after closing, all based on a fair market value calculation at the time of exercise (subject to a cap of $650.0 million and a floor of 2.25 times the annualized revenue of Barstool Sports, all subject to various adjustments). As part of our investment, we recorded various forward arrangements with a fair value of $3.1 million.

On February 20, 2020, the Company issued 883 shares of Series D Preferred Stock, par value $0.01 per share, to certain individual stockholders affiliated with Barstool Sports. 1/1,000^th of a share of Series D Preferred Stock is convertible into one share of Penn National Gaming common stock, par value $0.01 per share (“Penn Common Stock”). Series D Preferred Stock will be entitled to participate equally and ratably in all dividends and distributions paid to holders of Penn Common Stock based on the number of shares of Penn Common Stock into which such Series D Preferred Stock could convert. Series D

Preferred Stock is nonvoting stock. The Series D Preferred Stock issued to certain individual stockholders affiliated with Barstool Sports will be available for conversion into Penn Common Stock in tranches over the next four years as stipulated in the stock purchase agreement, with the first 20% tranche available for conversion into Penn Common Stock in the first quarter of 2021. As of March 31, 2020, none of the Series D Preferred Stock can be converted into Penn Common Stock.

As a part of the stock purchase agreement, we entered into a commercial agreement that provides us with access to Barstool Sports’ customer list and free advertising on the Barstool Sports platform over the term of the agreement. The initial term of the commercial agreement is ten years and, unless earlier terminated and subject to certain exceptions, will automatically renew for three additional ten-year terms (a total of 40 years assuming all renewals are exercised). Upon consummation of the transaction, we recorded an amortizing intangible asset pertaining to the customer list of $2.4 million and a prepaid expense pertaining to the advertising in the amount of $17.5 million, of which $16.3 million is classified as long-term and included in “Other assets” within our unaudited Condensed Consolidated Balance Sheets.

As of March 31, 2020, our investment in Barstool Sports was $144.7 million, which is inclusive of $3.4 million of costs we incurred to close the transaction. We will record our proportionate share of Barstool Sports net income (loss) one quarter in arrears, which will commence in the second quarter of 2020.

The Company determined that Barstool Sports qualified as a VIE as of March 31, 2020. The Company did not consolidate its investment in Barstool Sports as of and for the three months ended March 31, 2020 as the Company determined that it did not qualify as the primary beneficiary of Barstool Sports either at the commencement date of its investment or for the subsequent period ended March 31, 2020, primarily as a result of the Company not having the power to direct the activities of the VIE that most significantly affect Barstool Sports’ economic performance.

Kansas Joint Venture

As of March 31, 2020 and December 31, 2019, our investment in Kansas Entertainment was $87.0 million and $90.8 million, respectively. 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 JV, primarily as it did not have the ability to direct the activities of the JV that most significantly impacted the JV’s economic performance without the input of International Speedway. Therefore, the Company did not consolidate its investment in Kansas Entertainment as of March 31, 2020 and December 31, 2019 and for the three months ended March 31, 2020 and 2019.

The following table provides summary income statement information of Kansas Entertainment for the comparative periods that are included within the Company’s unaudited Condensed Consolidated Statements of Operations:



	For the three months ended March 31,
(in millions)	2020		2019
Revenues	$	34.2	$	39.5
Operating expenses	24.4		27.5
Operating income	9.8		12.0
Net income	$	9.8	$	12.0

Net income attributable to Penn National	$	4.9	$	6.0

Texas Joint Venture

MAXXAM owns and operates the Sam Houston Race Park in Houston, Texas and the Valley Race Park in Harlingen, Texas, and holds a license for a racetrack in Austin, Texas. During the three months ended March 31, 2020, principally due to on-going negative operating results of these racetracks, we recorded an other-than-temporary impairment on our investment in the JV of $4.6 million, which is included in “Impairment losses” within our unaudited Condensed Consolidated Statements of Operations.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes On March 27, 2020, the President of the United States signed into law the CARES Act, which focused on providing relief in response to the adverse economic impact of the COVID-19 pandemic. Among other provisions, the CARES Act provides various forms of income tax relief to U.S. taxpayers through temporary amendments to net operating loss (“NOLs”) rules, temporarily increases the limitation on interest expense deductibility and immediate expensing for eligible qualified improvement property. We are currently evaluating the provisions of the CARES Act. As of March 31, 2020, although we do not expect these provisions to have a significant impact on our effective tax rate, we are estimating an income tax refund between approximately $40 million and $50 million primarily attributable to the carryback of NOLs. 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 pretax book income or loss. The tax effects of discrete items, including but not limited to, excess tax benefits associated with stock-based compensation, valuation allowance adjustments based on new evidence and enactment of tax laws, 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 14.1% for the three months ended March 31, 2020, as compared to 26.5% for the three months ended March 31, 2019. Our effective income tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our earnings, changes to our valuation allowance and the level of our tax credits. Certain of these and other factors, including our history and projections of pretax 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 December 31, 2019, the Company had significant three-year cumulative pretax income of $150.9 million and concluded that a valuation allowance was not necessary except for a federal capital loss carryforward and certain state deferred tax assets where we continue to be in a three-year cumulative pretax loss position. The Company’s valuation allowance as of December 31, 2019 was $54.2 million. During the three months ended March 31, 2020, the Company reassessed the need for a valuation allowance due to the impairment charges of $616.1 million recorded related to the COVID-19 pandemic that caused the Company to have a three-year cumulative pretax loss of $564.2 million. Such objective evidence limits our ability to consider other subjective evidence such as our forecast of pretax earnings. As a result of this objective negative evidence, the Company recorded an increase of $74.4 million to its valuation allowance on certain federal and state deferred tax assets that are not more likely than not to be realized. On March 27, 2020, we entered into the Term Sheet with GLPI whereby GLPI agreed to (i) purchase the real estate assets associated with our Tropicana property, which closed on April 16, 2020, and (ii) purchase the land underlying our Morgantown development project subject to regulatory approval, which we expect to close by August 31, 2020. These transactions will be treated as a sale of business assets for tax purposes. We will assess the amount of gain or loss in the interim period when the transactions close, which may impact our estimated 2020 net operating loss.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesThe 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.

Stock-Based Compensation	3 Months Ended
Stock-Based Compensation	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation 2018 Long Term Incentive Compensation Plan The Company’s 2018 Long Term Incentive Compensation Plan (the “2018 Plan”) permits it to issue stock options (incentive and/or non-qualified), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), phantom stock units (“PSUs”) and other equity and cash awards to employees. Non-employee directors are eligible to receive all such awards, other than incentive stock options. Pursuant to the 2018 Plan, 12,700,000 shares of the Company’s common stock are reserved for issuance. For purposes of determining the number of shares available for issuance under the 2018 Plan, stock options and SARs (except cash-settled SARs) count against the 12,700,000 limit as one share of common stock for each share granted and restricted stock or any other full value stock award count as issuing 2.30 shares of common stock for each share granted. Any awards that are not settled in shares of common stock are not counted against the limit. As of March 31, 2020, there were 7,547,999 shares available for future grants under the 2018 Plan. Performance Share Program In February 2019, the Company’s Compensation Committee of the Board of Directors adopted a performance share program (the “Performance Share Program II”) pursuant to the 2018 Plan. An aggregate of 107,297 RSAs with performance- based vesting conditions, at target, was granted in February 2020 under the Performance Share Program II, with the grant having a three-year award period consisting of three one-year performance periods and a three-year service period. The performance threshold for vesting of these awards is 50% of target and, based on the level of achievement, up to 150% of target. Stock Options The Company granted 635,932 and 1,307,015 stock options during the three months ended March 31, 2020 and 2019, respectively. Stock-based Compensation Expense Stock-based compensation expense, which pertains principally to our stock options and RSAs, for the three months ended March 31, 2020 and 2019 was $6.0 million and $3.4 million, respectively, and is included within the unaudited Condensed Consolidated Statements of Operations under “General and administrative.” Stock Appreciation Rights Our SARs, which vest over a period of four years, are accounted for as liability awards since they will be settled in cash. 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 Condensed Consolidated Balance Sheets, associated with its cash-settled SARs of $1.9 million and $14.4 million as of March 31, 2020 and December 31, 2019, respectively. For SARs held by employees of the Company, there was $5.4 million of total unrecognized compensation cost as of March 31, 2020 that will be recognized over the awards remaining weighted average vesting period of 3.2 years. For the three months ended March 31, 2020 and 2019, the Company recognized a reduction to compensation expense of $5.5 million associated with these awards compared to a charge to compensation expense of $3.0 million for the three months ended March 31, 2019. Compensation expense associated with our SARs is recorded in “General and administrative” within the unaudited Condensed Consolidated Statements of Operations. We paid $6.6 million and $1.2 million during the three months ended March 31, 2020 and 2019, respectively, pertaining to our cash-settled SARs. Phantom Stock Units Our PSUs, which vest over a period of three to four years, entitle employees and directors to receive cash based on the fair value of the Company’s common stock on the vesting date. The cash-settled PSUs are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period. The Company has a liability, which is included in “Accrued expenses and other current liabilities” within the unaudited Condensed Consolidated Balance Sheets, associated with its cash-settled PSUs of $0.8 million and $3.3 million as of March 31, 2020 and December 31, 2019, respectively. For PSUs held by employees and directors of the Company, there was $1.9 million of total unrecognized compensation cost as of March 31, 2020 that will be recognized over the awards remaining weighted average vesting period of 1.9 years. For the three months ended March 31, 2020 and 2019, the Company recognized $0.1 million and $1.1 million of compensation expense, respectively, associated with these awards. Compensation expense associated with our PSUs is recorded in “General and administrative” within the unaudited Condensed Consolidated Statements of Operations. We paid $2.8 million and $2.4 million during the three months ended March 31, 2020 and 2019, respectively, pertaining to our cash-settled PSUs. Share Repurchase Program In January 2019, the Company announced a share repurchase program pursuant to which the Board of Directors authorized to repurchase up to $200.0 million of the Company’s common stock, which expires on December 31, 2020. The Company did not repurchase any shares of its common stock during the three months ended March 31, 2020 or 2019.

Earnings (Loss) per Share

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Earnings (Loss) per Share

For the three months ended March 31, 2020, we recorded a net loss applicable to common stock. As such, because the potential dilution from stock-based compensation awards was antidilutive, we used basic weighted average common shares outstanding, rather than diluted weighted average common shares outstanding when calculating diluted loss per share. Stock options and RSAs that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted loss per share for the three months ended March 31, 2020 were 2.2 million and 0.3 million, respectively.

Holders of the Company’s Series D Preferred Stock are entitled to participate equally and ratably in all dividends and distributions paid to holders of Penn Common Stock, irrespective of any vesting requirement. Accordingly, although the vesting commences upon the elimination of the contingency, the Series D Preferred Stock shares are considered a participating security and the Company is required to apply the two-class method to consider the impact of the preferred shares on the calculation of basic and diluted earnings per share. The Company is currently in a net loss position and is therefore not required to present the two-class method; however, in the event the Company is in a net income position, the two-class method must be applied by allocating all earnings during the period to common shares and preferred shares.

The following table reconciles the weighted average common shares outstanding used in the calculation of basic earnings per share to the weighted average common shares outstanding used in the calculation of diluted earnings per share for the three months ended March 31, 2019:



(in millions)	For the three months ended March 31, 2019
Determination of shares:
Weighted average common shares outstanding	116.3
Assumed conversion of dilutive stock options	2.0
Assumed conversion of dilutive RSAs	0.3
Diluted weighted average common shares outstanding	118.6

Options to purchase 1,234,909 shares and 1,940,633 shares were outstanding during the three months ended March 31, 2020 and 2019, respectively, but were not included in the computation of diluted earnings (loss) per share because they were antidilutive.

The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock for the three months ended March 31, 2020 and 2019:



	For the three months ended March 31,
(in millions, except per share data)	2020			2019
Calculation of basic earnings (loss) per share:
Net income (loss) applicable to common stock	$	(608.6	)	$	41.0
Weighted average common shares outstanding	115.7			116.3
Basic earnings (loss) per share	$	(5.26	)	$	0.35
Calculation of diluted earnings (loss) per share:
Net income (loss) applicable to common stock	$	(608.6	)	$	41.0
Diluted weighted average common shares outstanding	115.7			118.6
Diluted earnings (loss) per share	$	(5.26	)	$	0.35

Fair Value Measurements

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

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 payables 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, 2020 and December 31, 2019, we held $18.7 million and $40.5 million in equity securities, respectively, including ordinary shares and warrants, which are reported as “Other assets” in our unaudited Condensed Consolidated Balance Sheet. These equity securities are the result of Penn Interactive entering into multi-year agreements with third-party sports betting operators for online sports betting and related iGaming market access across our portfolio during the third quarter of 2019. During the three months ended March 31, 2020, we recognized a holding loss of $21.8 million related to these equity securities, which is included in “Other,” as reported in “Other income (expenses)” within our unaudited Condensed Consolidated Statements of Operations.

The fair value of the equity securities was determined using Level 2 inputs, which use market approach valuation techniques. The primary inputs to those techniques include the quoted market price of the equity securities, foreign currency exchange rates, a discount for lack of marketability (“DLOM”) with respect to the ordinary shares, and a Black-Scholes option pricing model with respect to the warrants. The DLOM is based on the remaining term of the relevant lock-up periods and the volatility associated with the underlying equity securities. The Black-Scholes option pricing model utilizes the exercise price of the warrants, a risk-free rate, volatility associated with the underlying equity securities and the expected life of the warrants.

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 March 31, 2020 and December 31, 2019, PRP held $15.1 million at each date in promissory notes issued by RDC and $6.6 million and $6.7 million, respectively, 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, 2020 and December 31, 2019, the promissory notes and the local government corporation bonds, which have long-term contractual maturities, were included in “Other assets” within our unaudited Condensed 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 Term Loan A Facility, Term Loan B-1 Facility and 5.625% Notes is estimated based on quoted prices in active markets and is classified as a Level 1 measurement. The fair value of our Revolving Credit Facility approximates its carrying amount as it is revolving, variable rate debt, which we also classify as a Level 1 measurement.

Other long-term obligations as of March 31, 2020 and December 31, 2019 included the relocation fees for Dayton and Mahoning Valley, which are discussed in Note 9, “Long-term Debt,” and the repayment obligation of the hotel and event center located near Hollywood Casino Lawrenceburg. The fair values of these long-term obligations 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.

Other Liabilities

Other liabilities as of March 31, 2020 and December 31, 2019 principally consisted of contingent purchase price related to Plainridge Park Casino and Absolute Games, LLC, which was acquired by Penn Interactive during the second quarter of 2018. The Plainridge Park Casino contingent purchase price is calculated based on earnings of the gaming operations over the first ten years of operations, which commenced in June 24, 2015. As of March 31, 2020 and December 31, 2019, we were contractually obligated to make six additional annual payments. The Absolute Games, LLC contingent purchase price is calculated based on earnings over the first two years of operations after the acquisition. As of March 31, 2020, we were contractually obligated to make one additional payment, corresponding to the second year of operations after the acquisition. The fair value of these liabilities, which are estimated based on an income approach using a discounted cash flow model and have been classified as Level 3 measurements, are included within our unaudited Condensed Consolidated Balance Sheets in “Accrued expenses and other current liabilities” or “Other long-term liabilities,” depending on the timing of the next payment.

The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows:



	March 31, 2020
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	730.7	$	730.7	$	730.7	$	—	$	—
Equity securities	$	18.7	$	18.7	$	—	$	18.7	$	—
Held-to-maturity securities	$	6.6	$	6.6	$	—	$	6.6	$	—
Promissory notes	$	15.1	$	15.2	$	—	$	15.2	$	—
Financial liabilities:
Long-term debt
Senior Secured Credit Facilities	$	2,416.7	$	2,120.0	$	2,120.0	$	—	$	—
5.625% Notes	$	399.5	$	296.0	$	296.0	$	—	$	—
Other long-term obligations	$	80.8	$	81.1	$	—	$	81.1	$	—
Other liabilities	$	18.1	$	18.1	$	—	$	2.8	$	15.3



	December 31, 2019
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	437.4	$	437.4	$	437.4	$	—	$	—
Equity securities	$	40.5	$	40.5	$	—	$	40.5	$	—
Held-to-maturity securities	$	6.7	$	6.7	$	—	$	6.7	$	—
Promissory notes	$	15.1	$	15.1	$	—	$	15.1	$	—
Financial liabilities:
Long-term debt
Senior Secured Credit Facilities	$	1,896.5	$	1,930.6	$	1,930.6	$	—	$	—
5.625% Notes	$	399.4	$	426.0	$	426.0	$	—	$	—
Other long-term obligations	$	89.2	$	89.7	$	—	$	89.7	$	—
Other liabilities	$	20.3	$	20.3	$	—	$	2.8	$	17.5

The following table summarizes the changes in fair value of our Level 3 liabilities measured on a recurring basis:



	Other Liabilities
(in millions)	Contingent Purchase Price
Balance as of January 1, 2020	$	17.5
Included in earnings (loss)⁽¹⁾	(2.2		)
Balance as of March 31, 2020	$	15.3


(1)	The reduction in expense is included in “General and administrative” within our unaudited Condensed Consolidated Statements of Operations.

The following table sets forth the assets measured at fair value on a non-recurring basis during the three months ended March 31, 2020:



(in millions)	Valuation Date	Valuation Technique	Level 1		Level 2		Level 3		Total Balance		Total Reduction in Fair Value Recorded
Goodwill	3/31/2020	Discounted cash flow and market approach	$	—	$	—	$	160.5	$	160.5	$	(113.0	)
Gaming licenses	3/31/2020	Discounted cash flow	$	—	$	—	$	568.0	$	568.0	$	(437.0	)
Trademarks	3/31/2020	Discounted cash flow	$	—	$	—	$	216.5	$	216.5	$	(61.5	)

The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 liabilities on a recurring basis as of March 31, 2020:



	Valuation Technique	Unobservable Input	Discount Rate
Contingent consideration - Plainridge Park Casino	Discounted cash flow	Discount rate	11.45%

As discussed in Note 7, “Goodwill and Other Intangible Assets,” we recorded impairments on our gaming licenses and trademarks, which are indefinite-lived intangible assets, as a result of the first quarter of 2020 interim assessment for impairment. The following table presents quantitative information about the significant unobservable inputs used in the fair value measurements of other indefinite-lived intangible assets as of the valuation date below:



(in millions)	Fair Value		Valuation Technique	Unobservable Input	Range or Amount
As of March 31, 2020
Gaming licenses	$	568.0	Discounted cash flow	Discount rate	13.25% - 14.0%
				Long-term revenue growth rate	2.0	%
Trademarks	$	216.5	Discounted cash flow	Discount rate	13.25% - 14.0%
				Long-term revenue growth rate	2.0	%
				Pretax royalty rate	1.0% - 2.0%

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Segment Information

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Segment Information

We have aggregated our operating segments into four reportable segments based on the similar characteristics of the operating segments within the regions in which they operate: Northeast, South, West and Midwest. The Other category is included in the following tables in order to reconcile the segment information to the consolidated 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)	2020			2019
Revenues:
Northeast segment	$	520.7		$	550.6
South segment	223.3			292.0
West segment	126.6			158.6
Midwest segment	228.1			271.2
Other ⁽¹⁾	20.3			10.2
Intersegment eliminations ⁽²⁾	(2.9		)	—
Total	$	1,116.1		$	1,282.6

Adjusted EBITDAR ⁽³⁾:
Northeast segment	$	124.5		$	164.8
South segment	52.6			97.8
West segment	24.6			49.9
Midwest segment	69.5			99.2
Other ⁽¹⁾	(18.9		)	(20.3		)
Total ⁽³⁾	252.3			391.4

Other operating benefits (costs) and other income (expenses):
Rent expense associated with triple net operating leases⁽⁴⁾	(97.5		)	(84.7		)
Stock-based compensation	(6.0		)	(3.4		)
Cash-settled stock-based awards variance	8.9			(0.4		)
Loss on disposal of assets	(0.6		)	(0.5		)
Contingent purchase price	2.2			(4.7		)
Pre-opening and acquisition costs	(3.2		)	(4.4		)
Depreciation and amortization	(95.7		)	(104.1		)
Impairment losses	(616.1		)	—
Insurance recoveries, net of deductible charges	0.1			—
Non-operating items of joint venture ⁽⁵⁾	(0.9		)	(1.1		)
Interest expense, net	(129.8		)	(132.3		)
Other	(21.8		)	—
Income (loss) before income taxes	(708.1		)	55.8
Income tax benefit (expense)	99.5			(14.8		)
Net income (loss)	$	(608.6	)	$	41.0

(1)

The Other category consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club and the Company’s JV interests in Sam Houston Race Park, Valley Race Park, and Freehold Raceway. The Other category also includes Penn Interactive, which operates social gaming, our internally-branded retail sportsbooks, and iGaming; our management contract for Retama Park Racetrack; and HPT. Expenses incurred for corporate and shared services activities that are directly attributable to a property or are otherwise incurred to support a property are allocated to each property. The Other category also includes corporate overhead costs, which consist of certain expenses, such as: payroll, professional fees, travel expenses and other general and administrative expenses that do not directly relate to or have not otherwise been allocated to a property.


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

(3)

We define Adjusted EBITDAR as earnings before interest expense, net; income taxes; depreciation and amortization; rent expense associated with triple net operating leases (see footnote (4) below); stock-based compensation; debt extinguishment and financing charges; impairment losses; insurance recoveries and deductible charges; changes in the estimated fair value of our contingent purchase price obligations; gain or loss on disposal of assets; the difference between budget and actual expense for cash-settled stock-based awards; pre-opening and acquisition costs; and other income or expenses. Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (such as depreciation and amortization) added back for our Kansas Entertainment JV and is inclusive of rent expense associated with triple net operating leases (which is a normal, recurring cash operating expense necessary to operate our business).


(4)	The Company’s triple net operating leases include certain components of the Master Leases (primarily land), the Meadows Lease, the Margaritaville Lease, and the Greektown Lease.


(5)	Consists principally of depreciation and amortization associated with the operations of Hollywood Casino at Kansas Speedway.



	For the three months ended March 31,
(in millions)	2020		2019
Capital expenditures:
Northeast segment	$	30.3	$	12.7
South segment	4.0		8.9
West segment	2.5		7.0
Midwest segment	3.4		7.0
Other	2.6		2.1
Total capital expenditures	$	42.8	$	37.7



(in millions)	Northeast		South		West		Midwest		Other⁽¹⁾		Total
As of March 31, 2020
Investment in and advances to unconsolidated affiliates⁽²⁾	$	0.1	$	—	$	—	$	87.0	$	177.6	$	264.7
Total assets	$	1,849.8	$	1,095.0	$	656.8	$	1,120.8	$	9,216.0	$	13,938.4

As of December 31, 2019
Investment in and advances to unconsolidated affiliates	$	0.1	$	—	$	—	$	90.9	$	37.3	$	128.3
Total assets	$	2,273.7	$	1,397.0	$	752.1	$	1,412.2	$	8,359.5	$	14,194.5


(1)	The real estate assets subject to the Master Leases, which are classified as either property and equipment, operating lease ROU assets, or finance lease ROU assets, are included within the Other category.

(2)

Our investment in Barstool Sports is included within the Other category.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Amendment to Credit Agreement On April 14, 2020, the Company entered into a second amendment to its Amended Credit Agreement with its various lenders (the “Amendment Agreement”) to provide for certain modifications. During the period beginning on April 14, 2020 and ending on the earlier of (x) the date that is two business days after the date on which the Company delivers a covenant relief period termination notice to the administrative agent and (y) the date on which the administrative agent receives a compliance certificate for the quarter ending March 31, 2021 (the “Covenant Relief Period”), the Company will not have to comply with any Maximum Leverage Ratio or Minimum Interest Coverage Ratio (as such terms are defined in the Credit Agreement). During the Covenant Relief Period, the Company will be subject to a minimum liquidity covenant that requires cash and cash equivalents and availability under its Revolving Credit Facility to be (i) at least $400.0 million through April 30, 2020; (ii) $350.0 million during the period from May 1, 2020 through May 31, 2020; (iii) $300.0 million during the period from June 1, 2020 through June 30, 2020; and (iv) $225.0 million during the period from July 1, 2020 through March 31, 2021. The Amendment Agreement also amends the financial covenants that are applicable after the Covenant Relief Period to permit the Company to (i) maintain a maximum consolidated total net leverage ratio of up to a ratio that varies by quarter, ranging between 5.50:1.00 and 4.50:1.00 in 2021 and 4.25:1.00 thereafter, tested quarterly on a pro forma trailing twelve month (“PF TTM”) basis; (ii) maintain a maximum senior secured net leverage ratio of up to a ratio that varies by quarter, ranging between 4.50:1.00 and 3.50:1.00 in 2021 and 3.00:1.00 thereafter, tested quarterly on a PF TTM basis; and (iii) maintain an interest coverage ratio of 2.50:1.00, tested quarterly on a PF TTM basis. In addition, the Amendment Agreement (i) provides that, during the Covenant Relief Period, loans under the Revolving Credit Facility and the Term Loan A Facility shall bear interest at either a base rate or an adjusted LIBOR rate, in each case, plus an applicable margin, in the case of base rate loans, of 2.00%, and in the case of adjusted LIBOR rate loans, of 3.00%; (ii) provides that, during the Covenant Relief Period, the Company shall pay a commitment fee on the unused portion of the commitments under the Revolving Credit Facility at a rate of 0.50% per annum; (iii) provides for a 0.75% LIBOR floor applicable to all LIBOR loans under the Senior Secured Credit Facilities; (iv) carves out COVID-19 related effects from certain terms of the Senior Secured Credit Facilities during the Covenant Relief Period; and (v) makes certain other changes to the covenants and other provisions of the Amended Credit Agreement. Tropicana Sale-Leaseback with GLPI On April 16, 2020, we entered into and closed on a purchase agreement with GLPI pursuant to which GLPI acquired the real estate assets associated with our Tropicana property in exchange for rent credits of $307.5 million that we began utilizing to pay rent under our existing Master Leases in May 2020. Furthermore, contemporaneous with the sale, the Company entered into a lease with a subsidiary of GLPI for the real estate assets used in the operations of Tropicana for nominal rent and will continue to operate the Tropicana for two years (subject to three one-year extensions at GLPI’s option) or until the real estate assets and the operations of the Tropicana are earlier sold. GLPI will conduct a sale process with respect to both the real estate assets and the operations of Tropicana for up to 24 months (the “Sale Period”), with the Company receiving (i) 75% of the proceeds above $307.5 million plus certain taxes, expenses and costs if an agreement for such sale is signed in the first 12 months of the Sale Period or (ii) 50% of the proceeds above $307.5 million plus certain taxes, expenses and costs if an agreement for such sale is signed in the remainder of the Sale Period. Other The Term Sheet discussed in Note 1, “Organization and Basis of Presentation” provides that the Company and GLPI will enter into an option agreement whereby GLPI will grant the Company the exclusive right until December 31, 2020 to purchase the operations of Hollywood Casino Perryville for $31.1 million, with the closing of such purchase to occur on a date selected by the Company during 2021. If the transaction is completed, we would lease the real estate assets associated with Hollywood Casino Perryville with initial rent of $7.8 million per year subject to escalation. The option agreement will be executed at a later date. Additionally, pursuant to the Term Sheet, we agreed that we would exercise the next scheduled five-year renewal under the Penn Master Lease as well as the Pinnacle Master Lease, and GLPI agreed they would grant us the option to exercise an additional five-year renewal term at the end of the lease term on the Penn Master Lease and the Pinnacle Master Lease, subject to certain conditions. If each of these renewal options were exercised, the term of the Penn Master Lease would extend to November 30, 2033 and the term of the Pinnacle Master Lease would extend to April 30, 2031; and if all renewals options contained within the Penn Master Lease and the Pinnacle Master Lease were exercised, inclusive of the these renewal options, the term of the Penn Master Lease would extend to November 30, 2053 and the term of the Pinnacle Master Lease would extend to April 30, 2056.

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation: The unaudited Condensed 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 SEC.

Principles of Consolidation

Principles of Consolidation: The unaudited Condensed Consolidated Financial Statements include the accounts of Penn National Gaming, Inc. and its subsidiaries.

Use of Estimates

Segment Information



	Location	Real Estate Assets Lease or Ownership Structure
Northeast segment
Ameristar East Chicago	East Chicago, Indiana	Pinnacle Master Lease
Greektown Casino-Hotel	Detroit, Michigan	Greektown Lease
Hollywood Casino Bangor	Bangor, Maine	Penn Master Lease
Hollywood Casino at Charles Town Races	Charles Town, West Virginia	Penn Master Lease
Hollywood Casino Columbus	Columbus, Ohio	Penn Master Lease
Hollywood Casino Lawrenceburg	Lawrenceburg, Indiana	Penn Master Lease
Hollywood Casino at Penn National Race Course	Grantville, Pennsylvania	Penn Master Lease
Hollywood Casino Toledo	Toledo, Ohio	Penn Master Lease
Hollywood Gaming at Dayton Raceway	Dayton, Ohio	Penn Master Lease
Hollywood Gaming at Mahoning Valley Race Course	Youngstown, Ohio	Penn Master Lease
Marquee by Penn⁽¹⁾	Pennsylvania	N/A
Meadows Racetrack and Casino	Washington, Pennsylvania	Meadows Lease
Plainridge Park Casino	Plainville, Massachusetts	Pinnacle Master Lease

South segment⁽²⁾
1^st Jackpot Casino	Tunica, Mississippi	Penn Master Lease
Ameristar Vicksburg	Vicksburg, Mississippi	Pinnacle Master Lease
Boomtown Biloxi	Biloxi, Mississippi	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	Penn Master Lease
Hollywood Casino Tunica	Tunica, Mississippi	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	Henderson, Nevada	Penn Master Lease
Tropicana Las Vegas	Las Vegas, Nevada	Owned⁽³⁾
Zia Park Casino	Hobbs, New Mexico	Penn Master Lease

Midwest segment
Ameristar Council Bluffs	Council Bluffs, Iowa	Pinnacle Master Lease
Argosy Casino Alton ⁽⁴⁾	Alton, Illinois	Penn Master Lease
Argosy Casino Riverside	Riverside, Missouri	Penn Master Lease
Hollywood Casino Aurora	Aurora, Illinois	Penn Master Lease
Hollywood Casino Joliet	Joliet, Illinois	Penn Master Lease
Hollywood Casino at Kansas Speedway ⁽⁵⁾	Kansas City, Kansas	Owned - JV
Hollywood Casino St. Louis	Maryland Heights, Missouri	Penn Master Lease
Prairie State Gaming⁽¹⁾	Illinois	N/A
River City Casino	St. Louis, Missouri	Pinnacle Master Lease


(1)	VGT route operations


(2)	Resorts Casino Tunica ceased operations on June 30, 2019, but remains subject to the Penn Master Lease.


(3)	As noted in Note 18, “Subsequent Events,” in April 2020, we entered into a sale-leaseback transaction with GLPI for the real estate assets used in the operations of Tropicana.


(4)	The riverboat is owned by us and not subject to the Penn Master Lease.

(5)

Pursuant to a joint venture (“JV”) with International Speedway Corporation (“International Speedway”) and includes the Company’s 50% investment in Kansas Entertainment, LLC (“Kansas Entertainment”), which owns Hollywood Casino at Kansas Speedway.

Revenue Recognition

Customer-related Liabilities

Complimentaries associated with Gaming Contracts

Gaming and Racing Taxes

New Accounting Pronouncements

Accounting Pronouncements Implemented in 2020

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments” (“ASU 2016-13”), which sets forth a “current expected credit loss” (referred to as “CECL”) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. We adopted ASU 2016-13 during the first quarter of 2020 using a modified retrospective approach, which resulted in a cumulative-effect adjustment to retained earnings as of January 1, 2020 of $0.6 million.

In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Cost Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). Under the new guidance, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. This will result in certain implementation costs being capitalized; the associated amortization charge will, however, be recorded as an operating expense. Under the previous guidance, costs incurred when implementing a cloud computing arrangement deemed to be a service contract were recorded as an operating expense when incurred. We adopted ASU 2018-15 during the first quarter of 2020 using a prospective approach, which did not have a material impact on our unaudited Condensed Consolidated Financial Statements.

Accounting Pronouncements to be Implemented in 2021 and Beyond

In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intends to simplify the guidance by removing certain exceptions to the general principles and clarifying or amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU 2019-12 on its consolidated financial statements.

In January 2020, the FASB issued ASU No. 2020-01, “Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815” (“ASU 2020-01”), which made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Among other topics, ASU 2020-01 clarifies that an entity should consider observable transactions that requires it to either apply or discontinue the equity method of accounting. For public business entities, ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2020-01 on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (referred to as “LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. ASU 2020-04 also provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. ASU 2020-04 can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2020-04 on its consolidated financial statements.

Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule of Operating and Reportable Segments

For financial reporting purposes, we aggregate our operating segments into the following four reportable segments:



	Location	Real Estate Assets Lease or Ownership Structure
Northeast segment
Ameristar East Chicago	East Chicago, Indiana	Pinnacle Master Lease
Greektown Casino-Hotel	Detroit, Michigan	Greektown Lease
Hollywood Casino Bangor	Bangor, Maine	Penn Master Lease
Hollywood Casino at Charles Town Races	Charles Town, West Virginia	Penn Master Lease
Hollywood Casino Columbus	Columbus, Ohio	Penn Master Lease
Hollywood Casino Lawrenceburg	Lawrenceburg, Indiana	Penn Master Lease
Hollywood Casino at Penn National Race Course	Grantville, Pennsylvania	Penn Master Lease
Hollywood Casino Toledo	Toledo, Ohio	Penn Master Lease
Hollywood Gaming at Dayton Raceway	Dayton, Ohio	Penn Master Lease
Hollywood Gaming at Mahoning Valley Race Course	Youngstown, Ohio	Penn Master Lease
Marquee by Penn⁽¹⁾	Pennsylvania	N/A
Meadows Racetrack and Casino	Washington, Pennsylvania	Meadows Lease
Plainridge Park Casino	Plainville, Massachusetts	Pinnacle Master Lease

South segment⁽²⁾
1^st Jackpot Casino	Tunica, Mississippi	Penn Master Lease
Ameristar Vicksburg	Vicksburg, Mississippi	Pinnacle Master Lease
Boomtown Biloxi	Biloxi, Mississippi	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	Penn Master Lease
Hollywood Casino Tunica	Tunica, Mississippi	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	Henderson, Nevada	Penn Master Lease
Tropicana Las Vegas	Las Vegas, Nevada	Owned⁽³⁾
Zia Park Casino	Hobbs, New Mexico	Penn Master Lease

Midwest segment
Ameristar Council Bluffs	Council Bluffs, Iowa	Pinnacle Master Lease
Argosy Casino Alton ⁽⁴⁾	Alton, Illinois	Penn Master Lease
Argosy Casino Riverside	Riverside, Missouri	Penn Master Lease
Hollywood Casino Aurora	Aurora, Illinois	Penn Master Lease
Hollywood Casino Joliet	Joliet, Illinois	Penn Master Lease
Hollywood Casino at Kansas Speedway ⁽⁵⁾	Kansas City, Kansas	Owned - JV
Hollywood Casino St. Louis	Maryland Heights, Missouri	Penn Master Lease
Prairie State Gaming⁽¹⁾	Illinois	N/A
River City Casino	St. Louis, Missouri	Pinnacle Master Lease


(1)	VGT route operations


(2)	Resorts Casino Tunica ceased operations on June 30, 2019, but remains subject to the Penn Master Lease.


(3)	As noted in Note 18, “Subsequent Events,” in April 2020, we entered into a sale-leaseback transaction with GLPI for the real estate assets used in the operations of Tropicana.


(4)	The riverboat is owned by us and not subject to the Penn Master Lease.

(5)

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)	2020			2019
Revenues:
Northeast segment	$	520.7		$	550.6
South segment	223.3			292.0
West segment	126.6			158.6
Midwest segment	228.1			271.2
Other ⁽¹⁾	20.3			10.2
Intersegment eliminations ⁽²⁾	(2.9		)	—
Total	$	1,116.1		$	1,282.6

Adjusted EBITDAR ⁽³⁾:
Northeast segment	$	124.5		$	164.8
South segment	52.6			97.8
West segment	24.6			49.9
Midwest segment	69.5			99.2
Other ⁽¹⁾	(18.9		)	(20.3		)
Total ⁽³⁾	252.3			391.4

Other operating benefits (costs) and other income (expenses):
Rent expense associated with triple net operating leases⁽⁴⁾	(97.5		)	(84.7		)
Stock-based compensation	(6.0		)	(3.4		)
Cash-settled stock-based awards variance	8.9			(0.4		)
Loss on disposal of assets	(0.6		)	(0.5		)
Contingent purchase price	2.2			(4.7		)
Pre-opening and acquisition costs	(3.2		)	(4.4		)
Depreciation and amortization	(95.7		)	(104.1		)
Impairment losses	(616.1		)	—
Insurance recoveries, net of deductible charges	0.1			—
Non-operating items of joint venture ⁽⁵⁾	(0.9		)	(1.1		)
Interest expense, net	(129.8		)	(132.3		)
Other	(21.8		)	—
Income (loss) before income taxes	(708.1		)	55.8
Income tax benefit (expense)	99.5			(14.8		)
Net income (loss)	$	(608.6	)	$	41.0

(1)


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

(3)


(4)	The Company’s triple net operating leases include certain components of the Master Leases (primarily land), the Meadows Lease, the Margaritaville Lease, and the Greektown Lease.


(5)	Consists principally of depreciation and amortization associated with the operations of Hollywood Casino at Kansas Speedway.



	For the three months ended March 31,
(in millions)	2020		2019
Capital expenditures:
Northeast segment	$	30.3	$	12.7
South segment	4.0		8.9
West segment	2.5		7.0
Midwest segment	3.4		7.0
Other	2.6		2.1
Total capital expenditures	$	42.8	$	37.7



(in millions)	Northeast		South		West		Midwest		Other⁽¹⁾		Total
As of March 31, 2020
Investment in and advances to unconsolidated affiliates⁽²⁾	$	0.1	$	—	$	—	$	87.0	$	177.6	$	264.7
Total assets	$	1,849.8	$	1,095.0	$	656.8	$	1,120.8	$	9,216.0	$	13,938.4

As of December 31, 2019
Investment in and advances to unconsolidated affiliates	$	0.1	$	—	$	—	$	90.9	$	37.3	$	128.3
Total assets	$	2,273.7	$	1,397.0	$	752.1	$	1,412.2	$	8,359.5	$	14,194.5


(1)	The real estate assets subject to the Master Leases, which are classified as either property and equipment, operating lease ROU assets, or finance lease ROU assets, are included within the Other category.

(2)

Our investment in Barstool Sports is 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)	2020		2019
Food and beverage	$	54.0	$	64.5
Hotel	30.9		36.6
Other	3.2		4.3
Total complimentaries associated with gaming contracts	$	88.1	$	105.4

Revenue Disaggregation (Tables)

3 Months Ended

Mar. 31, 2020

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

Our revenue disaggregation by type of revenue and geographic location was as follows:



	For the three months ended March 31, 2020
(in millions)	Northeast		South		West		Midwest		Other		Intersegment Eliminations⁽¹⁾			Total
Revenues:
Gaming	$	458.7	$	168.6	$	71.9	$	196.2	$	7.6	$	(0.1	)	$	902.9
Food and beverage	33.9		29.7		23.5		17.8		0.2		—			105.1
Hotel	8.8		17.8		25.8		8.2		—		—			60.6
Other	19.3		7.2		5.4		5.9		12.5		(2.8		)	47.5
Total revenues	$	520.7	$	223.3	$	126.6	$	228.1	$	20.3	$	(2.9	)	$	1,116.1



	For the three months ended March 31, 2019
(in millions)	Northeast		South		West		Midwest		Other		Intersegment Eliminations⁽¹⁾		Total
Revenues:
Gaming	$	487.7	$	220.1	$	92.8	$	233.8	$	0.1	$	—	$	1,034.5
Food and beverage	35.8		40.2		27.9		21.0		0.3		—		125.2
Hotel	7.2		23.0		31.6		9.6		—		—		71.4
Other	19.9		8.7		6.3		6.8		9.8		—		51.5
Total revenues	$	550.6	$	292.0	$	158.6	$	271.2	$	10.2	$	—	$	1,282.6

(1)

Acquisitions and Dispositions (Tables)

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Schedule of Allocation of Purchase Price and Adjustments



(in millions)	Fair value
Cash and cash equivalents	$	31.1
Receivables, prepaid expenses, and other current assets	14.5
Property and equipment	28.4
Goodwill⁽¹⁾	67.4
Other intangible assets
Gaming license	166.4
Trademark	24.4
Customer relationships	3.3
Operating lease right-of-use assets	516.1
Finance lease right-of-use assets	4.1
Total assets	$	855.7

Accounts payable, accrued expenses and other current liabilities	$	15.2
Operating lease liabilities	516.1
Finance lease liabilities	4.1
Total liabilities	535.4
Net assets acquired	$	320.3

(1)

The goodwill has been assigned to our Northeast segment. The entire $67.4 million goodwill amount is deductible for tax purposes.

Schedule of Actual and Pro Forma Financial Results

The below pro forma results do not include any adjustments related to synergies.



	For the three months ended March 31,
(in millions)	2020			2019
Revenues	$	1,116.1		$	1,366.6
Net income (loss) attributable to Penn National	$	(608.6	)	$	49.2

Schedule of Major Classes of Assets Held-for-sale

The carrying amounts of the major classes of assets held for sale were as follows:



(in millions)	March 31, 2020
Land and improvements, gross	$	240.2
Building and improvements, gross	125.7
Construction in progress	3.1
Less: Accumulated depreciation	(32.7		)
Total assets classified as held for sale^,, current	$	336.3

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net and Depreciation Expense

Property and equipment, net, consisted of the following:



(in millions)	March 31, 2020			December 31, 2019
Property and equipment - Not Subject to Master Leases
Land and improvements	$	113.0		$	353.2
Building, vessels and improvements	291.7			420.4
Furniture, fixtures and equipment	1,606.2			1,598.3
Leasehold improvements	190.2			183.6
Construction in progress	88.2			59.3
	2,289.3			2,614.8
Less: Accumulated depreciation	(1,551.8		)	(1,548.3		)
	737.5			1,066.5
Property and equipment - Subject to Master Leases
Land and improvements	1,525.9			1,525.9
Building, vessels and improvements	3,664.6			3,664.6
	5,190.5			5,190.5
Less: Accumulated depreciation	(1,182.5		)	(1,136.8		)
	4,008.0			4,053.7
Property and equipment, net	$	4,745.5		$	5,120.2

Depreciation expense was as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Depreciation expense⁽¹⁾	$	87.5	$	98.3

(1)

Of such amounts, $46.0 million and $48.6 million, respectively, pertained to real estate assets subject to either of our Master Leases.

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2020

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			Other			Total
Balance as of December 31, 2019
Goodwill, gross	$	914.3		$	236.6		$	216.8		$	1,116.7		$	156.1		$	2,640.5
Accumulated goodwill impairment losses	(717.9		)	(52.0		)	(16.6		)	(495.6		)	(87.7		)	(1,369.8		)
Goodwill, net	196.4			184.6			200.2			621.1			68.4			1,270.7
Impairment losses during period	(43.5		)	(9.0		)	—			(60.5		)	—			(113.0		)
Balance as of March 31, 2020
Goodwill, gross	914.3			236.6			216.8			1,116.7			156.1			2,640.5
Accumulated goodwill impairment losses	(761.4		)	(61.0		)	(16.6		)	(556.1		)	(87.7		)	(1,482.8		)
Goodwill, net	$	152.9		$	175.6		$	200.2		$	560.6		$	68.4		$	1,157.7

The amount of goodwill at these reporting units was as follows (in millions):



Northeast segment
Hollywood Casino at Charles Town Races	$	8.7
Hollywood Casino Toledo	$	5.8
Plainridge Park Casino	$	6.3
South segment
Boomtown New Orleans	$	5.2
Midwest segment
Ameristar Council Bluffs	$	36.2

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, 2020							December 31, 2019
(in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets
Gaming licenses	$	1,246.0	$	—		$	1,246.0	$	1,681.9	$	—		$	1,681.9
Trademarks	240.9		—			240.9		302.4		—			302.4
Other	0.7		—			0.7		0.7		—			0.7
Amortizing intangible assets
Customer relationships	106.8		(73.5		)	33.3		104.4		(69.0		)	35.4
Other	36.6		(31.6		)	5.0		36.1		(30.0		)	6.1
Total other intangible assets	$	1,631.0	$	(105.1	)	$	1,525.9	$	2,125.5	$	(99.0	)	$	2,026.5

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, 2020							December 31, 2019
(in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets
Gaming licenses	$	1,246.0	$	—		$	1,246.0	$	1,681.9	$	—		$	1,681.9
Trademarks	240.9		—			240.9		302.4		—			302.4
Other	0.7		—			0.7		0.7		—			0.7
Amortizing intangible assets
Customer relationships	106.8		(73.5		)	33.3		104.4		(69.0		)	35.4
Other	36.6		(31.6		)	5.0		36.1		(30.0		)	6.1
Total other intangible assets	$	1,631.0	$	(105.1	)	$	1,525.9	$	2,125.5	$	(99.0	)	$	2,026.5

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, 2020 (in millions):



Remaining 2020	$	14.6
2021	6.7
2022	4.8
2023	3.7
2024	3.6
Thereafter	4.9
Total	$	38.3

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:



(in millions)	March 31, 2020		December 31, 2019
Accrued salaries and wages	$	106.8	$	142.1
Accrued gaming, pari-mutuel, property, and other taxes	62.9		103.3
Accrued interest	5.9		13.0
Other accrued expenses⁽¹⁾	213.1		225.8
Other current liabilities⁽²⁾	121.8		147.1
Accrued expenses and other current liabilities	$	510.5	$	631.3

(1)

(2)

Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Long-Term Debt, Net of Current Maturities

Long-term debt, net of current maturities, was as follows:



(in millions)	March 31, 2020			December 31, 2019
Senior Secured Credit Facilities:
Revolving Credit Facility due 2023	$	670.0		$	140.0
Term Loan A Facility due 2023	663.4			672.3
Term Loan B-1 Facility due 2025	1,114.7			1,117.5
5.625% Notes due 2027	400.0			400.0
Other long-term obligations	80.8			89.2
	2,928.9			2,419.0
Less: Current maturities of long-term debt	(67.7		)	(62.9		)
Less: Debt discount	(2.3		)	(2.4		)
Less: Debt issuance costs	(29.6		)	(31.5		)
	$	2,829.3		$	2,322.2

Schedule of Interest Expense, Net

Interest expense, net, was as follows:



	For the three months ended March 31,
(in millions)	2020			2019
Interest expense	$	(130.4	)	$	(132.6	)
Interest income	0.2			0.3
Capitalized interest	0.4			—
Interest expense, net	$	(129.8	)	$	(132.3	)

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 835
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-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Leases (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Schedule of Other Information and Supplemental Cash Flow Information Related to Leases

Information related to lease term and discount rate was as follows:



	March 31, 2020		December 31, 2019
Weighted-Average Remaining Lease Term
Operating leases	27.4 years		27.6 years
Finance leases	28.3 years		28.6 years
Financing obligations	30.1 years		30.4 years

Weighted-Average Discount Rate
Operating leases	6.7	%	6.7	%
Finance leases	6.8	%	6.8	%
Financing obligations	8.1	%	8.1	%

The components of lease expense were as follows:



	For the three months ended March 31, 2020
	Classification
(in millions)	Gaming Expense		Food, Beverage, Hotel and Other Expense		General and Administrative		Interest Expense, net		Depreciation and Amortization		Total
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases ⁽¹⁾	$	—	$	—	$	97.5	$	—	$	—	$	97.5
Operating lease cost⁽²⁾	0.1		0.1		4.1		—		—		4.3
Short-term lease cost	11.7		0.2		0.2		—		—		12.1
Variable lease cost⁽²⁾	0.6		—		0.2		—		—		0.8
Total	$	12.4	$	0.3	$	102.0	$	—	$	—	$	114.7

Finance Lease Costs
Interest expense ⁽³⁾	$	—	$	—	$	—	$	3.9	$	—	$	3.9
Amortization expense ⁽³⁾	—		—		—		—		2.0		2.0
Total	$	—	$	—	$	—	$	3.9	$	2.0	$	5.9

Financing Obligation Costs
Interest expense ⁽⁴⁾	$	—	$	—	$	—	$	97.4	$	—	$	97.4



	For the three months ended March 31, 2019
	Classification
(in millions)	Gaming Expense		Food, Beverage, Hotel and Other Expense		General and Administrative		Interest Expense, net		Depreciation and Amortization		Total
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases ⁽¹⁾	$	—	$	—	$	84.7	$	—	$	—	$	84.7
Operating lease cost⁽²⁾	0.1		0.2		4.1		—		—		4.4
Short-term lease cost	12.9		0.2		0.6		—		—		13.7
Variable lease cost⁽²⁾	1.3		—		0.3		—		—		1.6
Total	$	14.3	$	0.4	$	89.7	$	—	$	—	$	104.4

Finance Lease Costs
Interest expense ⁽³⁾	$	—	$	—	$	—	$	3.8	$	—	$	3.8
Amortization expense ⁽³⁾	—		—		—		—		2.0		2.0
Total	$	—	$	—	$	—	$	3.8	$	2.0	$	5.8

Financing Obligation Costs
Interest expense ⁽⁴⁾	$	—	$	—	$	—	$	97.7	$	—	$	97.7


(1)	Pertains to the operating lease components contained within the Master Leases (primarily land), the Meadows Lease, the Margaritaville Lease and the Greektown Lease, inclusive of the variable expense associated with Columbus and Toledo for the operating lease components (the land) (see table above).


(2)	Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases, discussed in footnote (1) above.


(3)	Primarily pertains to the Dayton and Mahoning Valley finance leases.


(4)	Pertains to the components contained within the Master Leases (primarily buildings) determined to be financing obligations, inclusive of the variable expense associated with Columbus and Toledo for the finance lease components (the buildings) (see table above).

Total payments made under the Triple Net Leases were as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Penn Master Lease	$	114.8	$	114.4
Pinnacle Master Lease	82.5		81.3
Meadows Lease	6.7		6.5
Margaritaville Lease	5.9		5.7
Greektown Lease	13.9		—
Total	$	223.8	$	207.9

Supplemental cash flow information related to leases was as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	3.9	$	3.8
Operating cash flows from operating leases	$	108.2	$	90.6
Financing cash flows from finance leases	$	1.6	$	1.6

Total monthly variable expenses were as follows:



	For the three months ended March 31,
(in millions)	2020		2019
Variable expenses included in “General and administrative”	$	3.1	$	6.8
Variable expenses included in “Interest expense, net”	3.4		6.3
Total variable expenses	$	6.5	$	13.1

Schedule of Future Minimum Lease Commitments, Operating Leases

The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2020:



(in millions)	Operating Leases			Finance Leases			Financing Obligations
Years ending December 31,
2020 (excluding the three months ended March 31, 2020)	$	316.4		$	16.3		$	277.3
2021	404.3			21.7			367.3
2022	401.2			21.6			367.3
2023	398.1			20.8			367.3
2024	381.6			16.7			367.3
Thereafter	8,156.4			393.5			9,270.6
Total lease payments	10,058.0			490.6			11,017.1
Less: Imputed interest	(5,510.6		)	(266.3		)	(6,887.9		)
Present value of future lease payments	4,547.4			224.3			4,129.2
Less: Current portion of lease obligations	(119.1		)	(6.6		)	(35.7		)
Long-term portion of lease obligations	$	4,428.3		$	217.7		$	4,093.5

Schedule of Future Minimum Lease Commitments, Finance Leases

The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2020:



(in millions)	Operating Leases			Finance Leases			Financing Obligations
Years ending December 31,
2020 (excluding the three months ended March 31, 2020)	$	316.4		$	16.3		$	277.3
2021	404.3			21.7			367.3
2022	401.2			21.6			367.3
2023	398.1			20.8			367.3
2024	381.6			16.7			367.3
Thereafter	8,156.4			393.5			9,270.6
Total lease payments	10,058.0			490.6			11,017.1
Less: Imputed interest	(5,510.6		)	(266.3		)	(6,887.9		)
Present value of future lease payments	4,547.4			224.3			4,129.2
Less: Current portion of lease obligations	(119.1		)	(6.6		)	(35.7		)
Long-term portion of lease obligations	$	4,428.3		$	217.7		$	4,093.5

Schedule of Future Minimum Lease Commitments, Financing Obligations

The following is a maturity analysis of our operating leases, finance leases and financing obligations as of March 31, 2020:



(in millions)	Operating Leases			Finance Leases			Financing Obligations
Years ending December 31,
2020 (excluding the three months ended March 31, 2020)	$	316.4		$	16.3		$	277.3
2021	404.3			21.7			367.3
2022	401.2			21.6			367.3
2023	398.1			20.8			367.3
2024	381.6			16.7			367.3
Thereafter	8,156.4			393.5			9,270.6
Total lease payments	10,058.0			490.6			11,017.1
Less: Imputed interest	(5,510.6		)	(266.3		)	(6,887.9		)
Present value of future lease payments	4,547.4			224.3			4,129.2
Less: Current portion of lease obligations	(119.1		)	(6.6		)	(35.7		)
Long-term portion of lease obligations	$	4,428.3		$	217.7		$	4,093.5

Investments in and Advances to Unconsolidated Affiliates (Tables)

3 Months Ended

Mar. 31, 2020

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Summary Financial Information for Kansas Entertainment



	For the three months ended March 31,
(in millions)	2020		2019
Revenues	$	34.2	$	39.5
Operating expenses	24.4		27.5
Operating income	9.8		12.0
Net income	$	9.8	$	12.0

Net income attributable to Penn National	$	4.9	$	6.0

Earnings (Loss) per Share (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Schedule of Reconciliation of the Weighted-Average Common Shares Outstanding



(in millions)	For the three months ended March 31, 2019
Determination of shares:
Weighted average common shares outstanding	116.3
Assumed conversion of dilutive stock options	2.0
Assumed conversion of dilutive RSAs	0.3
Diluted weighted average common shares outstanding	118.6

Schedule of Calculation of Basic and Diluted EPS

The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock for the three months ended March 31, 2020 and 2019:



	For the three months ended March 31,
(in millions, except per share data)	2020			2019
Calculation of basic earnings (loss) per share:
Net income (loss) applicable to common stock	$	(608.6	)	$	41.0
Weighted average common shares outstanding	115.7			116.3
Basic earnings (loss) per share	$	(5.26	)	$	0.35
Calculation of diluted earnings (loss) per share:
Net income (loss) applicable to common stock	$	(608.6	)	$	41.0
Diluted weighted average common shares outstanding	115.7			118.6
Diluted earnings (loss) per share	$	(5.26	)	$	0.35

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

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, 2020
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	730.7	$	730.7	$	730.7	$	—	$	—
Equity securities	$	18.7	$	18.7	$	—	$	18.7	$	—
Held-to-maturity securities	$	6.6	$	6.6	$	—	$	6.6	$	—
Promissory notes	$	15.1	$	15.2	$	—	$	15.2	$	—
Financial liabilities:
Long-term debt
Senior Secured Credit Facilities	$	2,416.7	$	2,120.0	$	2,120.0	$	—	$	—
5.625% Notes	$	399.5	$	296.0	$	296.0	$	—	$	—
Other long-term obligations	$	80.8	$	81.1	$	—	$	81.1	$	—
Other liabilities	$	18.1	$	18.1	$	—	$	2.8	$	15.3



	December 31, 2019
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	437.4	$	437.4	$	437.4	$	—	$	—
Equity securities	$	40.5	$	40.5	$	—	$	40.5	$	—
Held-to-maturity securities	$	6.7	$	6.7	$	—	$	6.7	$	—
Promissory notes	$	15.1	$	15.1	$	—	$	15.1	$	—
Financial liabilities:
Long-term debt
Senior Secured Credit Facilities	$	1,896.5	$	1,930.6	$	1,930.6	$	—	$	—
5.625% Notes	$	399.4	$	426.0	$	426.0	$	—	$	—
Other long-term obligations	$	89.2	$	89.7	$	—	$	89.7	$	—
Other liabilities	$	20.3	$	20.3	$	—	$	2.8	$	17.5

Schedule of the Changes in Fair Value of Level 3 liabilities

The following table summarizes the changes in fair value of our Level 3 liabilities measured on a recurring basis:



	Other Liabilities
(in millions)	Contingent Purchase Price
Balance as of January 1, 2020	$	17.5
Included in earnings (loss)⁽¹⁾	(2.2		)
Balance as of March 31, 2020	$	15.3

(1)

The reduction in expense is included in “General and administrative” within our unaudited Condensed Consolidated Statements of Operations.

Schedule of Assets Measured at Fair Value on a Nonrecurring

The following table sets forth the assets measured at fair value on a non-recurring basis during the three months ended March 31, 2020:



(in millions)	Valuation Date	Valuation Technique	Level 1		Level 2		Level 3		Total Balance		Total Reduction in Fair Value Recorded
Goodwill	3/31/2020	Discounted cash flow and market approach	$	—	$	—	$	160.5	$	160.5	$	(113.0	)
Gaming licenses	3/31/2020	Discounted cash flow	$	—	$	—	$	568.0	$	568.0	$	(437.0	)
Trademarks	3/31/2020	Discounted cash flow	$	—	$	—	$	216.5	$	216.5	$	(61.5	)

Schedule of Significant Unobservable Inputs Used in Calculating Level 3 Assets and Liabilities

The following table presents quantitative information about the significant unobservable inputs used in the fair value measurements of other indefinite-lived intangible assets as of the valuation date below:



(in millions)	Fair Value		Valuation Technique	Unobservable Input	Range or Amount
As of March 31, 2020
Gaming licenses	$	568.0	Discounted cash flow	Discount rate	13.25% - 14.0%
				Long-term revenue growth rate	2.0	%
Trademarks	$	216.5	Discounted cash flow	Discount rate	13.25% - 14.0%
				Long-term revenue growth rate	2.0	%
				Pretax royalty rate	1.0% - 2.0%

The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 liabilities on a recurring basis as of March 31, 2020:



	Valuation Technique	Unobservable Input	Discount Rate
Contingent consideration - Plainridge Park Casino	Discounted cash flow	Discount rate	11.45%

Segment Information (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Schedule of Segment Information

For financial reporting purposes, we aggregate our operating segments into the following four reportable segments:



	Location	Real Estate Assets Lease or Ownership Structure
Northeast segment
Ameristar East Chicago	East Chicago, Indiana	Pinnacle Master Lease
Greektown Casino-Hotel	Detroit, Michigan	Greektown Lease
Hollywood Casino Bangor	Bangor, Maine	Penn Master Lease
Hollywood Casino at Charles Town Races	Charles Town, West Virginia	Penn Master Lease
Hollywood Casino Columbus	Columbus, Ohio	Penn Master Lease
Hollywood Casino Lawrenceburg	Lawrenceburg, Indiana	Penn Master Lease
Hollywood Casino at Penn National Race Course	Grantville, Pennsylvania	Penn Master Lease
Hollywood Casino Toledo	Toledo, Ohio	Penn Master Lease
Hollywood Gaming at Dayton Raceway	Dayton, Ohio	Penn Master Lease
Hollywood Gaming at Mahoning Valley Race Course	Youngstown, Ohio	Penn Master Lease
Marquee by Penn⁽¹⁾	Pennsylvania	N/A
Meadows Racetrack and Casino	Washington, Pennsylvania	Meadows Lease
Plainridge Park Casino	Plainville, Massachusetts	Pinnacle Master Lease

South segment⁽²⁾
1^st Jackpot Casino	Tunica, Mississippi	Penn Master Lease
Ameristar Vicksburg	Vicksburg, Mississippi	Pinnacle Master Lease
Boomtown Biloxi	Biloxi, Mississippi	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	Penn Master Lease
Hollywood Casino Tunica	Tunica, Mississippi	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	Henderson, Nevada	Penn Master Lease
Tropicana Las Vegas	Las Vegas, Nevada	Owned⁽³⁾
Zia Park Casino	Hobbs, New Mexico	Penn Master Lease

Midwest segment
Ameristar Council Bluffs	Council Bluffs, Iowa	Pinnacle Master Lease
Argosy Casino Alton ⁽⁴⁾	Alton, Illinois	Penn Master Lease
Argosy Casino Riverside	Riverside, Missouri	Penn Master Lease
Hollywood Casino Aurora	Aurora, Illinois	Penn Master Lease
Hollywood Casino Joliet	Joliet, Illinois	Penn Master Lease
Hollywood Casino at Kansas Speedway ⁽⁵⁾	Kansas City, Kansas	Owned - JV
Hollywood Casino St. Louis	Maryland Heights, Missouri	Penn Master Lease
Prairie State Gaming⁽¹⁾	Illinois	N/A
River City Casino	St. Louis, Missouri	Pinnacle Master Lease


(1)	VGT route operations


(2)	Resorts Casino Tunica ceased operations on June 30, 2019, but remains subject to the Penn Master Lease.


(3)	As noted in Note 18, “Subsequent Events,” in April 2020, we entered into a sale-leaseback transaction with GLPI for the real estate assets used in the operations of Tropicana.


(4)	The riverboat is owned by us and not subject to the Penn Master Lease.

(5)

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)	2020			2019
Revenues:
Northeast segment	$	520.7		$	550.6
South segment	223.3			292.0
West segment	126.6			158.6
Midwest segment	228.1			271.2
Other ⁽¹⁾	20.3			10.2
Intersegment eliminations ⁽²⁾	(2.9		)	—
Total	$	1,116.1		$	1,282.6

Adjusted EBITDAR ⁽³⁾:
Northeast segment	$	124.5		$	164.8
South segment	52.6			97.8
West segment	24.6			49.9
Midwest segment	69.5			99.2
Other ⁽¹⁾	(18.9		)	(20.3		)
Total ⁽³⁾	252.3			391.4

Other operating benefits (costs) and other income (expenses):
Rent expense associated with triple net operating leases⁽⁴⁾	(97.5		)	(84.7		)
Stock-based compensation	(6.0		)	(3.4		)
Cash-settled stock-based awards variance	8.9			(0.4		)
Loss on disposal of assets	(0.6		)	(0.5		)
Contingent purchase price	2.2			(4.7		)
Pre-opening and acquisition costs	(3.2		)	(4.4		)
Depreciation and amortization	(95.7		)	(104.1		)
Impairment losses	(616.1		)	—
Insurance recoveries, net of deductible charges	0.1			—
Non-operating items of joint venture ⁽⁵⁾	(0.9		)	(1.1		)
Interest expense, net	(129.8		)	(132.3		)
Other	(21.8		)	—
Income (loss) before income taxes	(708.1		)	55.8
Income tax benefit (expense)	99.5			(14.8		)
Net income (loss)	$	(608.6	)	$	41.0

(1)


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

(3)


(4)	The Company’s triple net operating leases include certain components of the Master Leases (primarily land), the Meadows Lease, the Margaritaville Lease, and the Greektown Lease.


(5)	Consists principally of depreciation and amortization associated with the operations of Hollywood Casino at Kansas Speedway.



	For the three months ended March 31,
(in millions)	2020		2019
Capital expenditures:
Northeast segment	$	30.3	$	12.7
South segment	4.0		8.9
West segment	2.5		7.0
Midwest segment	3.4		7.0
Other	2.6		2.1
Total capital expenditures	$	42.8	$	37.7



(in millions)	Northeast		South		West		Midwest		Other⁽¹⁾		Total
As of March 31, 2020
Investment in and advances to unconsolidated affiliates⁽²⁾	$	0.1	$	—	$	—	$	87.0	$	177.6	$	264.7
Total assets	$	1,849.8	$	1,095.0	$	656.8	$	1,120.8	$	9,216.0	$	13,938.4

As of December 31, 2019
Investment in and advances to unconsolidated affiliates	$	0.1	$	—	$	—	$	90.9	$	37.3	$	128.3
Total assets	$	2,273.7	$	1,397.0	$	752.1	$	1,412.2	$	8,359.5	$	14,194.5


(1)	The real estate assets subject to the Master Leases, which are classified as either property and equipment, operating lease ROU assets, or finance lease ROU assets, are included within the Other category.

(2)

Our investment in Barstool Sports is included within the Other category.

Organization and Basis of Presentation (Details) $ in Millions				3 Months Ended
	Apr. 16, 2020 USD ($)	Apr. 14, 2020	Mar. 13, 2020 USD ($)	Mar. 31, 2020 USD ($) employee project property state	Mar. 31, 2019 USD ($)
Subsequent Event [Line Items]
Number of properties the entity owned, managed, or had ownership interests in \| property				41
Number of states in which the entity operates \| state				19
Number of properties where operations are suspended due to COVID-19 \| property				41
Proceeds from revolving credit facility				$ 540.0	$ 90.0
Number of employees furloughed due to COVID-19 pandemic \| employee				26,000
Number of employees not furloughed (less than) \| employee				850
Number of development projects temporarily suspended due to COVID-19 pandemic \| project				2
Revolving Credit Facility
Subsequent Event [Line Items]
Proceeds from revolving credit facility			$ 430.0
Senior Secured Credit Facility \| Subsequent event
Subsequent Event [Line Items]
Revolving credit facility, period of relief from financial covenants		1 year
Tropicana Las Vegas \| Subsequent event
Subsequent Event [Line Items]
Sale of property in exchange for rent credits	$ 307.5
Hollywood Casino Morgantown \| Forecast
Subsequent Event [Line Items]
Sale of property in exchange for rent credits	$ 30.0
Barstool Sports, Inc
Subsequent Event [Line Items]
Ownership interest				36.00%

Significant Accounting Policies - Segment Information (Details)	3 Months Ended
	Mar. 31, 2020 facility segment
Segment Information
Number of reportable segments	4
Kansas Entertainment
Segment Information
Ownership interest	50.00%
Jackpot, Nevada
Segment Information
Number of facilities the entity owned, managed, or had ownership interests in \| facility	2
Number of operating segments	1

Significant Accounting Policies - Revenue Recognition and Complimentaries (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue from External Customer [Line Items]
Total complimentaries associated with gaming contracts	$ 88.1	$ 105.4
Food and beverage
Revenue from External Customer [Line Items]
Total complimentaries associated with gaming contracts	54.0	64.5
Hotel
Revenue from External Customer [Line Items]
Total complimentaries associated with gaming contracts	30.9	36.6
Other
Revenue from External Customer [Line Items]
Total complimentaries associated with gaming contracts	$ 3.2	$ 4.3

Significant Accounting Policies - Revenue Disaggregation and Customer-Related Liabilities (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) agreement	Dec. 31, 2019 USD ($)
Online sports betting and iGaming market access
Disaggregation of Revenue [Line Items]
Customer-related liabilities	$ 44.0	$ 43.6
Number of operator agreements containing ordinary shares and warrants \| agreement	2
Loyalty credit obligation
Disaggregation of Revenue [Line Items]
Customer-related liabilities	$ 37.8	36.2
Customer-related liabilities, term	6 months
Advance payments on goods and services yet to be provided and unpaid wagers
Disaggregation of Revenue [Line Items]
Customer-related liabilities	$ 31.5	$ 42.2
Customer-related liabilities, long-term	$ 0.6

Significant Accounting Policies - Gaming and Racing Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Gaming taxes	$ 336.3	$ 386.5

Significant Accounting Policies - Correction of Cash Flow Classification (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Proceeds from sale-and-leaseback transactions in conjunction with acquisitions	$ 0.0	$ 261.1

New Accounting Pronouncements (Details) - ASC 2016-13 $ in Millions	Jan. 01, 2020 USD ($)
Cumulative effect of adoption
Cumulative-effect adjustment upon adoption of new accounting pronouncement	$ 0.6
Retained Earnings (Accumulated Deficit)
Cumulative effect of adoption
Cumulative-effect adjustment upon adoption of new accounting pronouncement	$ 0.6

Revenue Disaggregation (Details) - USD ($) $ in Millions	3 Months Ended
Revenue Disaggregation (Details) - USD ($) $ in Millions	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Revenues	$ 1,116.1	$ 1,282.6
Gaming
Disaggregation of Revenue [Line Items]
Revenues	902.9	1,034.5
Food and beverage
Disaggregation of Revenue [Line Items]
Revenues	105.1	125.2
Hotel
Disaggregation of Revenue [Line Items]
Revenues	60.6	71.4
Other
Disaggregation of Revenue [Line Items]
Revenues	47.5	51.5
Operating segments \| Northeast segment
Disaggregation of Revenue [Line Items]
Revenues	520.7	550.6
Operating segments \| South segment
Disaggregation of Revenue [Line Items]
Revenues	223.3	292.0
Operating segments \| West segment
Disaggregation of Revenue [Line Items]
Revenues	126.6	158.6
Operating segments \| Midwest segment
Disaggregation of Revenue [Line Items]
Revenues	228.1	271.2
Operating segments \| Gaming \| Northeast segment
Disaggregation of Revenue [Line Items]
Revenues	458.7	487.7
Operating segments \| Gaming \| South segment
Disaggregation of Revenue [Line Items]
Revenues	168.6	220.1
Operating segments \| Gaming \| West segment
Disaggregation of Revenue [Line Items]
Revenues	71.9	92.8
Operating segments \| Gaming \| Midwest segment
Disaggregation of Revenue [Line Items]
Revenues	196.2	233.8
Operating segments \| Food and beverage \| Northeast segment
Disaggregation of Revenue [Line Items]
Revenues	33.9	35.8
Operating segments \| Food and beverage \| South segment
Disaggregation of Revenue [Line Items]
Revenues	29.7	40.2
Operating segments \| Food and beverage \| West segment
Disaggregation of Revenue [Line Items]
Revenues	23.5	27.9
Operating segments \| Food and beverage \| Midwest segment
Disaggregation of Revenue [Line Items]
Revenues	17.8	21.0
Operating segments \| Hotel \| Northeast segment
Disaggregation of Revenue [Line Items]
Revenues	8.8	7.2
Operating segments \| Hotel \| South segment
Disaggregation of Revenue [Line Items]
Revenues	17.8	23.0
Operating segments \| Hotel \| West segment
Disaggregation of Revenue [Line Items]
Revenues	25.8	31.6
Operating segments \| Hotel \| Midwest segment
Disaggregation of Revenue [Line Items]
Revenues	8.2	9.6
Operating segments \| Other \| Northeast segment
Disaggregation of Revenue [Line Items]
Revenues	19.3	19.9
Operating segments \| Other \| South segment
Disaggregation of Revenue [Line Items]
Revenues	7.2	8.7
Operating segments \| Other \| West segment
Disaggregation of Revenue [Line Items]
Revenues	5.4	6.3
Operating segments \| Other \| Midwest segment
Disaggregation of Revenue [Line Items]
Revenues	5.9	6.8
Other
Disaggregation of Revenue [Line Items]
Revenues	20.3	10.2
Other \| Gaming
Disaggregation of Revenue [Line Items]
Revenues	7.6	0.1
Other \| Food and beverage
Disaggregation of Revenue [Line Items]
Revenues	0.2	0.3
Other \| Hotel
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Other \| Other
Disaggregation of Revenue [Line Items]
Revenues	12.5	9.8
Intersegment eliminations
Disaggregation of Revenue [Line Items]
Revenues	(2.9)	0.0
Intersegment eliminations \| Gaming
Disaggregation of Revenue [Line Items]
Revenues	(0.1)	0.0
Intersegment eliminations \| Food and beverage
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Intersegment eliminations \| Hotel
Disaggregation of Revenue [Line Items]
Revenues	0.0	0.0
Intersegment eliminations \| Other
Disaggregation of Revenue [Line Items]
Revenues	$ (2.8)	$ 0.0

Acquisitions and Dispositions - Additional Information (Details) $ in Millions			3 Months Ended		15 Months Ended
	May 23, 2019 USD ($) renewal_option	Jan. 01, 2019 USD ($)	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2020 USD ($)
Business Acquisition [Line Items]
Proceeds from sale-and-leaseback transactions in conjunction with acquisitions			$ 0.0	$ 261.1
Greektown Casino-Hotel
Business Acquisition [Line Items]
Purchase price	$ 320.3
Proceeds from sale-and-leaseback transactions in conjunction with acquisitions	700.0
Annual rent	$ 55.6
Lease term	15 years
Number of lease renewal options \| renewal_option	4
Lease renewal term	5 years
Assigned useful life of amortizing intangible asset acquired	2 years
Margaritaville Resort Casino
Business Acquisition [Line Items]
Purchase price			$ 3.0		$ 122.9
Liabilities incurred on acquisition		$ 261.1

Acquisitions and Dispositions - Allocation of Purchase Price and Adjustments (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 1,157.7	$ 1,270.7
Greektown Casino-Hotel
Business Acquisition [Line Items]
Cash and cash equivalents	31.1
Receivables, prepaid expenses, and other current assets	14.5
Property and equipment	28.4
Goodwill	67.4
Customer relationships	3.3
Operating lease right-of-use assets	516.1
Finance lease right-of-use assets	4.1
Total assets	855.7
Accounts payable, accrued expenses and other current liabilities	15.2
Operating lease liabilities	516.1
Finance lease liabilities	4.1
Total liabilities	535.4
Net assets acquired	320.3
Goodwill deductible for tax purposes	67.4
Greektown Casino-Hotel \| Gaming licenses
Business Acquisition [Line Items]
Indefinite-lived intangible assets	166.4
Greektown Casino-Hotel \| Trademarks
Business Acquisition [Line Items]
Indefinite-lived intangible assets	$ 24.4

Acquisitions and Dispositions - Actual and Pro Forma Financial Results (Details) - Greektown Casino-Hotel - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Actual financial results of acquiree since acquisition date
Revenues	$ 1,116.1	$ 1,366.6
Net income	$ (608.6)	$ 49.2

Acquisitions and Dispositions - Assets Held for Sale (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Long Lived Assets Held-for-sale [Line Items]
Less: Accumulated depreciation	$ (32.7)
Property and equipment, net	336.3	$ 0.0
Land and improvements, gross
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	240.2
Building and improvements, gross
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	125.7
Construction in progress
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 3.1

Property and Equipment - Property and Equipment, Net (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 4,745.5	$ 5,120.2
Property and equipment - Not Subject to Master Leases
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,289.3	2,614.8
Less: Accumulated depreciation	(1,551.8)	(1,548.3)
Property and equipment, net	737.5	1,066.5
Land and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	113.0	353.2
Building, vessels and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	291.7	420.4
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,606.2	1,598.3
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	190.2	183.6
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	88.2	59.3
Property and equipment - Subject to Master Leases
Property, Plant and Equipment [Line Items]
Property and equipment, gross	5,190.5	5,190.5
Less: Accumulated depreciation	(1,182.5)	(1,136.8)
Property and equipment, net	4,008.0	4,053.7
Land and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,525.9	1,525.9
Building, vessels and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,664.6	$ 3,664.6

Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 87.5	$ 98.3
Property and equipment - Subject to Master Leases
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 46.0	$ 48.6

Goodwill and Other Intangible Assets - Goodwill and Accumulated Goodwill Impairment Losses (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	$ 2,640,500,000
Accumulated goodwill impairment losses, beginning balance	(1,369,800,000)
Goodwill, net, beginning balance	1,270,700,000
Goodwill, impairment loss during period	(113,000,000.0)	$ 0
Goodwill, gross, ending balance	2,640,500,000
Accumulated goodwill impairment losses, ending balance	(1,482,800,000)
Goodwill, net, ending balance	1,157,700,000
Operating segments \| Northeast segment
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	914,300,000
Accumulated goodwill impairment losses, beginning balance	(717,900,000)
Goodwill, net, beginning balance	196,400,000
Goodwill, impairment loss during period	(43,500,000)
Goodwill, gross, ending balance	914,300,000
Accumulated goodwill impairment losses, ending balance	(761,400,000)
Goodwill, net, ending balance	152,900,000
Operating segments \| South segment
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	236,600,000
Accumulated goodwill impairment losses, beginning balance	(52,000,000.0)
Goodwill, net, beginning balance	184,600,000
Goodwill, impairment loss during period	(9,000,000.0)
Goodwill, gross, ending balance	236,600,000
Accumulated goodwill impairment losses, ending balance	(61,000,000.0)
Goodwill, net, ending balance	175,600,000
Operating segments \| West segment
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	216,800,000
Accumulated goodwill impairment losses, beginning balance	(16,600,000)
Goodwill, net, beginning balance	200,200,000
Goodwill, impairment loss during period	0
Goodwill, gross, ending balance	216,800,000
Accumulated goodwill impairment losses, ending balance	(16,600,000)
Goodwill, net, ending balance	200,200,000
Operating segments \| Midwest segment
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	1,116,700,000
Accumulated goodwill impairment losses, beginning balance	(495,600,000)
Goodwill, net, beginning balance	621,100,000
Goodwill, impairment loss during period	(60,500,000)
Goodwill, gross, ending balance	1,116,700,000
Accumulated goodwill impairment losses, ending balance	(556,100,000)
Goodwill, net, ending balance	560,600,000
Other
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	156,100,000
Accumulated goodwill impairment losses, beginning balance	(87,700,000)
Goodwill, net, beginning balance	68,400,000
Goodwill, impairment loss during period	0
Goodwill, gross, ending balance	156,100,000
Accumulated goodwill impairment losses, ending balance	(87,700,000)
Goodwill, net, ending balance	$ 68,400,000

Goodwill and Other Intangible Assets - Reporting Units With Negative Carrying Values (Details) $ in Millions	Mar. 31, 2020 USD ($)
Northeast segment \| Hollywood Casino at Charles Town Races
Goodwill [Line Items]
Reporting unit with negative carrying amount, goodwill	$ 8.7
Northeast segment \| Hollywood Casino Toledo
Goodwill [Line Items]
Reporting unit with negative carrying amount, goodwill	5.8
Northeast segment \| Plainridge Park Casino
Goodwill [Line Items]
Reporting unit with negative carrying amount, goodwill	6.3
Midwest segment \| Ameristar Council Bluffs
Goodwill [Line Items]
Reporting unit with negative carrying amount, goodwill	36.2
South segment \| Boomtown New Orleans
Goodwill [Line Items]
Reporting unit with negative carrying amount, goodwill	$ 5.2

Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Amortizing intangible assets, accumulated amortization	$ (105.1)	$ (99.0)
Amortizing intangible assets, net carrying amount	38.3
Indefinite-lived Intangible Assets [Line Items]
Total other intangible assets, gross carrying amount	1,631.0	2,125.5
Total other intangible assets, net carrying amount	1,525.9	2,026.5
Gaming licenses
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	1,246.0	1,681.9
Trademarks
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	240.9	302.4
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	106.8	104.4
Amortizing intangible assets, accumulated amortization	(73.5)	(69.0)
Amortizing intangible assets, net carrying amount	33.3	35.4
Other
Finite-Lived Intangible Assets [Line Items]
Amortizing intangible assets, gross carrying amount	36.6	36.1
Amortizing intangible assets, accumulated amortization	(31.6)	(30.0)
Amortizing intangible assets, net carrying amount	$ 5.0	$ 6.1

Goodwill and Other Intangible Assets - Expected Intangible Asset Amortization Expense (Details) $ in Millions	Mar. 31, 2020 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2020	$ 14.6
2021	6.7
2022	4.8
2023	3.7
2024	3.6
Thereafter	4.9
Amortizing intangible assets, net carrying amount	$ 38.3

Goodwill and Other Intangible Assets - Additional Information (Details)	3 Months Ended
	Mar. 31, 2020 USD ($) reporting_unit	Mar. 31, 2019 USD ($)
Schedule Of Goodwill And Intangible Assets [Line Items]
Goodwill impairment charges	$ 113,000,000.0	$ 0
Impairment charges on other intangible assets	$ 0	0
Number of reporting units with negative carrying values \| reporting_unit	5
Intangible asset amortization expense	$ 6,100,000	$ 5,900,000
Gaming licenses
Schedule Of Goodwill And Intangible Assets [Line Items]
Impairment charges on other intangible assets	437,000,000.0
Trademarks
Schedule Of Goodwill And Intangible Assets [Line Items]
Impairment charges on other intangible assets	61,500,000
Northeast segment \| Gaming licenses
Schedule Of Goodwill And Intangible Assets [Line Items]
Impairment charges on other intangible assets	177,000,000.0
Northeast segment \| Trademarks
Schedule Of Goodwill And Intangible Assets [Line Items]
Impairment charges on other intangible assets	17,000,000.0
South segment \| Gaming licenses
Schedule Of Goodwill And Intangible Assets [Line Items]
Impairment charges on other intangible assets	166,000,000.0
South segment \| Trademarks
Schedule Of Goodwill And Intangible Assets [Line Items]
Impairment charges on other intangible assets	17,000,000.0
Midwest segment \| Gaming licenses
Schedule Of Goodwill And Intangible Assets [Line Items]
Impairment charges on other intangible assets	94,000,000.0
Midwest segment \| Trademarks
Schedule Of Goodwill And Intangible Assets [Line Items]
Impairment charges on other intangible assets	15,000,000.0
West segment \| Trademarks
Schedule Of Goodwill And Intangible Assets [Line Items]
Impairment charges on other intangible assets	12,500,000
Operating segments \| Northeast segment
Schedule Of Goodwill And Intangible Assets [Line Items]
Goodwill impairment charges	43,500,000
Operating segments \| South segment
Schedule Of Goodwill And Intangible Assets [Line Items]
Goodwill impairment charges	9,000,000.0
Operating segments \| Midwest segment
Schedule Of Goodwill And Intangible Assets [Line Items]
Goodwill impairment charges	60,500,000
Operating segments \| West segment
Schedule Of Goodwill And Intangible Assets [Line Items]
Goodwill impairment charges	$ 0

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued salaries and wages	$ 106.8	$ 142.1
Accrued gaming, pari-mutuel, property, and other taxes	62.9	103.3
Accrued interest	5.9	13.0
Other accrued expenses	213.1	225.8
Other current liabilities	121.8	147.1
Accrued expenses and other current liabilities	510.5	631.3
Accrued progressive jackpot liability	40.1	38.3
Deferred compensation liability, current	$ 61.3	$ 80.1

Long-term Debt - Debt Summary (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019	Jan. 19, 2017
Debt Instrument [Line Items]
Long-term debt	$ 2,928.9	$ 2,419.0
Less: Current maturities of long-term debt	(67.7)	(62.9)
Less: Debt discount	(2.3)	(2.4)
Less: Debt issuance costs	(29.6)	(31.5)
Long-term debt, net of current maturities and debt issuance costs	$ 2,829.3	2,322.2
Interest rate	5.625%
Secured credit facility \| Revolving Credit Facility due 2023
Debt Instrument [Line Items]
Long-term debt	$ 670.0	140.0
Secured credit facility \| Term Loan A Facility due 2023
Debt Instrument [Line Items]
Long-term debt	663.4	672.3
Secured credit facility \| Term Loan B-1 Facility due 2025
Debt Instrument [Line Items]
Long-term debt	1,114.7	1,117.5
Senior notes \| 5.625% Notes due 2027
Debt Instrument [Line Items]
Long-term debt	$ 400.0	$ 400.0
Interest rate	5.625%	5.625%	5.625%
Other long-term obligations
Debt Instrument [Line Items]
Long-term debt	$ 80.8	$ 89.2

Long-term Debt - Senior Secured Credit Facilities, Senior Unsecured Notes, and Covenants (Details) - USD ($)			1 Months Ended	3 Months Ended
	Apr. 14, 2020	Mar. 13, 2020	Jan. 31, 2017	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Oct. 15, 2018	Jan. 19, 2017
Debt Instrument [Line Items]
Proceeds from revolving credit facility				$ 540,000,000.0	$ 90,000,000.0
Interest rate				5.625%
Revolving Credit Facility
Debt Instrument [Line Items]
Proceeds from revolving credit facility		$ 430,000,000.0
Secured credit facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term			5 years
Maximum borrowing capacity			$ 700,000,000.0
Letters of credit outstanding				$ 29,500,000
Secured credit facility \| Term Loan A Facility
Debt Instrument [Line Items]
Debt instrument, term			5 years
Maximum borrowing capacity			$ 300,000,000.0
Secured credit facility \| Term Loan B Facility
Debt Instrument [Line Items]
Debt instrument, term			7 years
Maximum borrowing capacity			$ 500,000,000.0
Secured credit facility \| Term Loan A Facility due 2023, incremental loans
Debt Instrument [Line Items]
Maximum borrowing capacity							$ 430,200,000
Secured credit facility \| Term Loan B-1 Facility due 2025
Debt Instrument [Line Items]
Maximum borrowing capacity							$ 1,128,800,000
Senior notes \| 5.625% Notes due 2027
Debt Instrument [Line Items]
Interest rate				5.625%		5.625%		5.625%
Debt principal amount								$ 400,000,000.0
Subsequent event \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Revolving credit facility, period of relief from financial covenants	1 year

Long-term Debt - Interest Expense, Net (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Debt Disclosure [Abstract]
Interest expense	$ (130.4)	$ (132.6)
Interest income	0.2	0.3
Capitalized interest	0.4	0.0
Interest expense, net	$ (129.8)	$ (132.3)

Long-term Debt - Other Long-term Obligations (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2014 USD ($) payment	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 2,928.9			$ 2,419.0
Other long-term obligations
Debt Instrument [Line Items]
Long-term debt	80.8			89.2
Other long-term obligations \| Ohio relocation fees debt
Debt Instrument [Line Items]
Long-term debt	68.8			$ 76.4
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
Effective yield			5.00%
Interest expense	$ 0.9	$ 1.1

Leases - Variable Lease Expenses (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Lessee, Lease, Cost [Line Items]
Total variable expenses	$ 0.8	$ 1.6
General and administrative
Lessee, Lease, Cost [Line Items]
Total variable expenses	0.2	0.3
Interest expense, net
Lessee, Lease, Cost [Line Items]
Total variable expenses	0.0	0.0
Penn Master Lease
Lessee, Lease, Cost [Line Items]
Total variable expenses	6.5	13.1
Penn Master Lease \| General and administrative
Lessee, Lease, Cost [Line Items]
Total variable expenses	3.1	6.8
Penn Master Lease \| Interest expense, net
Lessee, Lease, Cost [Line Items]
Total variable expenses	$ 3.4	$ 6.3

Leases - Other Information Related to Lease Term and Discount Rate (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Weighted Average Remaining Lease Term
Operating leases	27 years 4 months 24 days	27 years 7 months 6 days
Finance leases	28 years 3 months 18 days	28 years 7 months 6 days
Financing obligations	30 years 1 month 6 days	30 years 4 months 24 days
Weighted-Average Discount Rate
Operating leases	6.70%	6.70%
Finance leases	6.80%	6.80%
Financing obligations	8.10%	8.10%

Leases - Future Minimum Lease Commitments (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Operating Leases
2020 (excluding the three months ended March 31, 2020)	$ 316.4
2021	404.3
2022	401.2
2023	398.1
2024	381.6
Thereafter	8,156.4
Total lease payments	10,058.0
Less: Imputed interest	(5,510.6)
Present value of future lease payments	4,547.4
Less: Current portion of lease obligations	(119.1)
Long-term portion of lease obligations	4,428.3
Finance Leases
2020 (excluding the three months ended March 31, 2020)	16.3
2021	21.7
2022	21.6
2023	20.8
2024	16.7
Thereafter	393.5
Total lease payments	490.6
Less: Imputed interest	(266.3)
Present value of future lease payments	224.3
Less: Current portion of lease obligations	(6.6)
Long-term portion of lease obligations	217.7
Financing Obligations
2020 (excluding the three months ended March 31, 2020)	277.3
2021	367.3
2022	367.3
2023	367.3
2024	367.3
Thereafter	9,270.6
Total lease payments	11,017.1
Less: Imputed interest	(6,887.9)
Present value of future lease payments	4,129.2
Less: Current portion of lease obligations	(35.7)	$ (40.5)
Long-term portion of lease obligations	$ 4,093.5	$ 4,102.2

Leases - Components of Lease Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases	$ 97.5	$ 84.7
Operating lease cost	4.3	4.4
Short-term lease cost	12.1	13.7
Variable lease cost	0.8	1.6
Total	114.7	104.4
Finance Lease Costs
Interest expense	3.9	3.8
Amortization expense	2.0	2.0
Total	5.9	5.8
Financing Obligation Costs
Interest expense	97.4	97.7
Cost of revenue \| Gaming
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases	0.0	0.0
Operating lease cost	0.1	0.1
Short-term lease cost	11.7	12.9
Variable lease cost	0.6	1.3
Total	12.4	14.3
Finance Lease Costs
Interest expense	0.0	0.0
Amortization expense	0.0	0.0
Total	0.0	0.0
Financing Obligation Costs
Interest expense	0.0	0.0
Cost of revenue \| Food, beverage, hotel and other
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases	0.0	0.0
Operating lease cost	0.1	0.2
Short-term lease cost	0.2	0.2
Variable lease cost	0.0	0.0
Total	0.3	0.4
Finance Lease Costs
Interest expense	0.0	0.0
Amortization expense	0.0	0.0
Total	0.0	0.0
Financing Obligation Costs
Interest expense	0.0	0.0
General and administrative
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases	97.5	84.7
Operating lease cost	4.1	4.1
Short-term lease cost	0.2	0.6
Variable lease cost	0.2	0.3
Total	102.0	89.7
Finance Lease Costs
Interest expense	0.0	0.0
Amortization expense	0.0	0.0
Total	0.0	0.0
Financing Obligation Costs
Interest expense	0.0	0.0
Interest expense, net
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases	0.0	0.0
Operating lease cost	0.0	0.0
Short-term lease cost	0.0	0.0
Variable lease cost	0.0	0.0
Total	0.0	0.0
Finance Lease Costs
Interest expense	3.9	3.8
Amortization expense	0.0	0.0
Total	3.9	3.8
Financing Obligation Costs
Interest expense	97.4	97.7
Depreciation and amortization
Operating Lease Costs
Rent expense associated with triple net leases classified as operating leases	0.0	0.0
Operating lease cost	0.0	0.0
Short-term lease cost	0.0	0.0
Variable lease cost	0.0	0.0
Total	0.0	0.0
Finance Lease Costs
Interest expense	0.0	0.0
Amortization expense	2.0	2.0
Total	2.0	2.0
Financing Obligation Costs
Interest expense	$ 0.0	$ 0.0

Leases - Triple Net Leases (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Schedule of Leased Assets [Line Items]
Lease payments	$ 223.8	$ 207.9
Penn Master Lease
Schedule of Leased Assets [Line Items]
Lease payments	114.8	114.4
Pinnacle Master Lease
Schedule of Leased Assets [Line Items]
Lease payments	82.5	81.3
Meadows Lease
Schedule of Leased Assets [Line Items]
Lease payments	6.7	6.5
Margaritaville Lease
Schedule of Leased Assets [Line Items]
Lease payments	5.9	5.7
Greektown Lease
Schedule of Leased Assets [Line Items]
Lease payments	$ 13.9	$ 0.0

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$ 3.9	$ 3.8
Operating cash flows from operating leases	108.2	90.6
Financing cash flows from finance leases	$ 1.6	$ 1.6

Leases - Additional Information (Details) $ in Millions				3 Months Ended
Leases - Additional Information (Details) $ in Millions	Feb. 01, 2020 USD ($)	Apr. 28, 2016 facility extension_period	Nov. 01, 2013 facility extension_period	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)
Schedule of Leased Assets [Line Items]
Lease income				$ 60.6	$ 71.4
Penn Master Lease
Schedule of Leased Assets [Line Items]
Number of facilities with leased real estate \| facility			19
Lease term			15 years
Number of options to extend lease \| extension_period			4
Lease renewal term			5 years
Lease - expected term with renewal options			35 years
Adjusted annual escalator percentage			2.00%
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			4.00%
Adjustment to fixed component as percentage of the average change to net revenues during preceding month			20.00%
Percentage rent baseline period			5 years
Pinnacle Master Lease
Schedule of Leased Assets [Line Items]
Number of facilities with leased real estate \| facility		12
Number of options to extend lease \| extension_period		5
Lease renewal term		5 years
Lease - expected term with renewal options		32 years 6 months
Remaining lease term		7 years 6 months
Initial lease term		10 years
Annual escalator percentage - up to		2.00%
Adjusted revenue to rent ratio, as defined		1.8
Percentage rent escalation interval		2 years
Percentage of average net revenues during preceding two years		4.00%
Percentage rent baseline period		2 years
Margaritaville Lease
Schedule of Leased Assets [Line Items]
Operating lease, adjusted rent to revenue ratio	1.9
Operating lease, minimum revenue to rent ratio	6.1
Increase in fixed component of rent resulting from annual escalator	$ 0.3
Operating lease, annual escalator, additional ROU asset recognized	$ 3.1

Investments in and Advances to Unconsolidated Affiliates (Details) $ / shares in Units, $ in Millions		1 Months Ended	3 Months Ended
	Feb. 20, 2020 $ / shares shares	Feb. 29, 2020 USD ($) renewal_option $ / shares	Mar. 31, 2020 USD ($) $ / shares	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($) $ / shares
Schedule of Equity Method Investments [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.01		$ 0.01		$ 0.01
Investment purchase price, cash			$ 135.0	$ 0.0
Investment purchase price, shares			23.1
Summary financial information
Net income attributable to Penn National			$ 4.1	5.7
Series D Preferred Stock
Schedule of Equity Method Investments [Line Items]
Issuance of stock (in shares) \| shares	883
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.01		$ 0.01
Preferred stock, conversion ratio	0.001
Preferred stock, conversion period	4 years
Preferred stock, percent to convert in each tranche	20.00%
Barstool Sports, Inc
Schedule of Equity Method Investments [Line Items]
Ownership interest			36.00%
Investment acquired, percent		36.00%
Investment acquired, percent, delayed basis		1.00%
Investment purchase price		$ 161.2
Investment purchase price, cash		135.0
Investment purchase price, shares		$ 23.1
Investment acquired, period after which ownership will increase		3 years
Investment acquired, ownership percentage following additional investment		50.00%
Investment acquired, expected additional investment		$ 62.0
Investment acquired, valuation of acquiree total common stock outstanding at time of acquisition		$ 450.0
Investment acquired, period after which remaining shares of investment are callable		3 years
Investment acquired, fair market value at time of exercise, cap		$ 650.0
Investment acquired, multiplier of revenue to calculate floor at time of exercise		2.25
Investment acquired, forward arrangements, fair value		$ 3.1
Commercial agreement term		10 years
Commercial agreement number of renewals \| renewal_option		3
Commercial agreement renewal term		10 years
Commercial agreement term with exercise of renewals		40 years
Customer list intangible asset		$ 2.4
Prepaid advertising		17.5
Prepaid advertising, long-term		$ 16.3
Kansas Entertainment
Schedule of Equity Method Investments [Line Items]
Ownership interest			50.00%
Investment balance			$ 87.0		$ 90.8
Summary financial information
Revenues			34.2	39.5
Operating expenses			24.4	27.5
Operating income			9.8	12.0
Net income			9.8	12.0
Net income attributable to Penn National			$ 4.9	$ 6.0
Freehold Raceway
Schedule of Equity Method Investments [Line Items]
Ownership interest			50.00%
MAXXAM
Schedule of Equity Method Investments [Line Items]
Ownership interest			50.00%
Other-than-temporary impairment of investment			$ 4.6
Barstool Sports, Inc
Schedule of Equity Method Investments [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Investment balance			144.7
Capitalized transaction costs included in investment			$ 3.4

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Income Taxes [Line Items]
Effective tax rate	14.10%	26.50%
Three-year cumulative pretax income (loss)	$ (564.2)		$ 150.9
Valuation allowance			$ 54.2
Recoveries on loan loss and unfunded loan commitments, net of impairment losses	616.1	$ 0.0
Increase in valuation allowance for deferred tax assets	74.4
Minimum
Income Taxes [Line Items]
Estimated income tax refunds under CARES Act	40.0
Maximum
Income Taxes [Line Items]
Estimated income tax refunds under CARES Act	$ 50.0

Stock-Based Compensation - Additional Information (Details)		1 Months Ended	3 Months Ended
	Feb. 14, 2019 shares	Jun. 30, 2018 shares	Mar. 31, 2020 USD ($) performance_period shares	Mar. 31, 2019 USD ($) shares	Dec. 31, 2019 USD ($)	Jan. 09, 2019 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted (in shares) \| shares			635,932	1,307,015
Stock-based compensation expense (reduction to expense)			$ 6,000,000.0	$ 3,400,000
Authorized amount under share repurchase program						$ 200,000,000.0
Phantom share units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (reduction to expense)			100,000	1,100,000
Liability for cash-settled awards			800,000		$ 3,300,000
Unrecognized compensation cost, other awards			$ 1,900,000
Unamortized compensation costs, weighted average period of recognition			1 year 10 months 24 days
Amounts paid on cash-settled awards			$ 2,800,000	2,400,000
Phantom share units (PSUs) \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Phantom share units (PSUs) \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Stock appreciation rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense (reduction to expense)			$ 5,500,000	3,000,000.0
Vesting period			4 years
Liability for cash-settled awards			$ 1,900,000		$ 14,400,000
Unrecognized compensation cost, other awards			$ 5,400,000
Unamortized compensation costs, weighted average period of recognition			3 years 2 months 12 days
Amounts paid on cash-settled awards			$ 6,600,000	$ 1,200,000
2018 Long Term Incentive Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available for awards, up to (in shares) \| shares		12,700,000
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) \| shares			7,547,999
2018 Long Term Incentive Compensation Plan \| Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock counted against the maximum shares available for grant for each share awarded under the plan (in shares)		2.30
Performance Share Program \| Performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares) \| shares	107,297
Award period			3 years
Service period			1 year
Number of annual award performance periods \| performance_period			3
Vesting period			3 years
Performance Share Program \| Performance shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award which can potentially be earned			50.00%
Performance Share Program \| Performance shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award which can potentially be earned			150.00%

Earnings (Loss) per Share - Reconciliation of Weighted-Average Common Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Determination of shares:
Weighted average common shares outstanding (in shares)	115,700,000	116,300,000
Diluted weighted average common shares outstanding (in shares)	115,700,000	118,600,000
Anti-dilutive securities, stock options (in shares)	1,234,909	1,940,633
Stock options
Determination of shares:
Assumed conversion of dilutive employee stock-based awards and restricted stock (in shares)	2,200,000	2,000,000.0
Restricted stock
Determination of shares:
Assumed conversion of dilutive employee stock-based awards and restricted stock (in shares)	300,000	300,000

Earnings (Loss) per Share - Calculation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Calculation of basic EPS:
Net income (loss) applicable to common stock	$ (608.6)	$ 41.0
Weighted average common shares outstanding (in shares)	115.7	116.3
Basic earnings (loss) (in dollars per share)	$ (5.26)	$ 0.35
Calculation of diluted EPS using two class method:
Net income (loss) applicable to common stock	$ (608.6)	$ 41.0
Diluted weighted average common shares outstanding (in shares)	115.7	118.6
Diluted earnings (loss) (in dollars per share)	$ (5.26)	$ 0.35

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI http://asc.fasb.org/extlink&oid=116637391&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=117326831&loc=d3e1337-109256

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=117326831&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI http://asc.fasb.org/extlink&oid=116637232&loc=SL114874131-224263

+ Details

Fair Value Measurements - Carrying Amounts and Estimated Fair Values by Input Level (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019	Jan. 19, 2017
Financial assets:
Equity securities	$ 18.7	$ 40.5
Financial liabilities:
Interest rate	5.625%
Senior notes \| 5.625% Notes
Financial liabilities:
Interest rate	5.625%	5.625%	5.625%
Carrying Amount \| Recurring
Financial assets:
Cash and cash equivalents	$ 730.7	$ 437.4
Equity securities	18.7	40.5
Held-to-maturity securities	6.6	6.7
Promissory notes	15.1	15.1
Financial liabilities:
Other liabilities	18.1	20.3
Carrying Amount \| Recurring \| Secured credit facility
Financial liabilities:
Long-term debt	2,416.7	1,896.5
Carrying Amount \| Recurring \| Senior notes \| 5.625% Notes
Financial liabilities:
Long-term debt	399.5	399.4
Carrying Amount \| Recurring \| Other long-term obligations
Financial liabilities:
Long-term debt	80.8	89.2
Fair Value \| Recurring
Financial assets:
Cash and cash equivalents	730.7	437.4
Equity securities	18.7	40.5
Held-to-maturity securities	6.6	6.7
Promissory notes	15.2	15.1
Financial liabilities:
Other liabilities	18.1	20.3
Fair Value \| Recurring \| Secured credit facility
Financial liabilities:
Long-term debt	2,120.0	1,930.6
Fair Value \| Recurring \| Senior notes \| 5.625% Notes
Financial liabilities:
Long-term debt	296.0	426.0
Fair Value \| Recurring \| Other long-term obligations
Financial liabilities:
Long-term debt	81.1	89.7
Level 1 \| Recurring
Financial assets:
Cash and cash equivalents	730.7	437.4
Equity securities	0.0	0.0
Held-to-maturity securities	0.0	0.0
Promissory notes	0.0	0.0
Financial liabilities:
Other liabilities	0.0	0.0
Level 1 \| Recurring \| Secured credit facility
Financial liabilities:
Long-term debt	2,120.0	1,930.6
Level 1 \| Recurring \| Senior notes \| 5.625% Notes
Financial liabilities:
Long-term debt	296.0	426.0
Level 1 \| Recurring \| Other long-term obligations
Financial liabilities:
Long-term debt	0.0	0.0
Level 2 \| Recurring
Financial assets:
Cash and cash equivalents	0.0	0.0
Equity securities	18.7	40.5
Held-to-maturity securities	6.6	6.7
Promissory notes	15.2	15.1
Financial liabilities:
Other liabilities	2.8	2.8
Level 2 \| Recurring \| Secured credit facility
Financial liabilities:
Long-term debt	0.0	0.0
Level 2 \| Recurring \| Senior notes \| 5.625% Notes
Financial liabilities:
Long-term debt	0.0	0.0
Level 2 \| Recurring \| Other long-term obligations
Financial liabilities:
Long-term debt	81.1	89.7
Level 3 \| Recurring
Financial assets:
Cash and cash equivalents	0.0	0.0
Equity securities	0.0	0.0
Held-to-maturity securities	0.0	0.0
Promissory notes	0.0	0.0
Financial liabilities:
Other liabilities	15.3	17.5
Level 3 \| Recurring \| Secured credit facility
Financial liabilities:
Long-term debt	0.0	0.0
Level 3 \| Recurring \| Senior notes \| 5.625% Notes
Financial liabilities:
Long-term debt	0.0	0.0
Level 3 \| Recurring \| Other long-term obligations
Financial liabilities:
Long-term debt	$ 0.0	$ 0.0

Fair Value Measurements - Changes in Fair Value of Level 3 Liabilities (Details) - Recurring $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Contingent Purchase Price
Balance	$ 17.5
Included in earnings	(2.2)
Balance	$ 15.3

Fair Value Measurements - Assets Measured at Fair Value on a Non-Recurring Basis (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill	$ 160,500,000
Goodwill - total reduction in fair value recorded	(113,000,000.0)	$ 0
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill	160,500,000
Gaming licenses
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived intangible assets, fair value	568,000,000.0
Indefinite-lived intangible assets - total reduction in fair value recorded	(437,000,000.0)
Gaming licenses \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived intangible assets, fair value	0
Gaming licenses \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived intangible assets, fair value	0
Gaming licenses \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived intangible assets, fair value	568,000,000.0
Trademarks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived intangible assets, fair value	216,500,000
Indefinite-lived intangible assets - total reduction in fair value recorded	(61,500,000)
Trademarks \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived intangible assets, fair value	0
Trademarks \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived intangible assets, fair value	0
Trademarks \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Indefinite-lived intangible assets, fair value	$ 216,500,000

Fair Value Measurements - Significant Unobservable Inputs For Level 3 Assets and Liabilities (Details) $ in Millions	Mar. 31, 2020 USD ($)
Gaming licenses
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, fair value	$ 568.0
Trademarks
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, fair value	216.5
Level 3 \| Gaming licenses
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, fair value	568.0
Level 3 \| Trademarks
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, fair value	$ 216.5
Level 3 \| Discounted cash flow \| Discount rate \| Gaming licenses \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, measurement input	0.1325
Level 3 \| Discounted cash flow \| Discount rate \| Gaming licenses \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, measurement input	0.140
Level 3 \| Discounted cash flow \| Discount rate \| Trademarks \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, measurement input	0.1325
Level 3 \| Discounted cash flow \| Discount rate \| Trademarks \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, measurement input	0.140
Level 3 \| Discounted cash flow \| Long-term revenue growth rate \| Gaming licenses
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, measurement input	0.020
Level 3 \| Discounted cash flow \| Long-term revenue growth rate \| Trademarks
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, measurement input	0.020
Level 3 \| Discounted cash flow \| Pre-tax royalty rate \| Trademarks \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, measurement input	0.010
Level 3 \| Discounted cash flow \| Pre-tax royalty rate \| Trademarks \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Indefinite-lived intangible assets, measurement input	0.020
Plainridge Park Casino \| Level 3 \| Discounted cash flow \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, measurement input	0.1145

Fair Value Measurements - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) payment	Dec. 31, 2019 USD ($) payment	Jan. 19, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	$ 18.7	$ 40.5
Unrealized gains (losses)	$ (21.8)
Interest rate	5.625%
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	6	6
Absolute Gaming
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Period of actual earnings used to calculate contingent consideration	2 years
Number of remaining annual payments \| payment	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%	5.625%
Retama Nominal Holder, LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Ownership interest	1.00%
Pinnacle Retama Partners, LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Ownership interest by parent	75.50%
Pinnacle Retama Partners, LLC \| Other assets \| Retama Development Corporation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Promissory notes	$ 15.1	$ 15.1
Pinnacle Retama Partners, LLC \| Other assets \| Local government bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment, at amortized cost	$ 6.6	$ 6.7

Segment Information (Details) $ in Millions	3 Months Ended
Segment Information (Details) $ in Millions	Mar. 31, 2020 USD ($) segment	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	4
Revenues:
Total	$ 1,116.1	$ 1,282.6
Adjusted EBITDAR:
Adjusted EBITDAR	252.3	391.4
Rent expense associated with triple net operating leases	(97.5)	(84.7)
Stock-based compensation	(6.0)	(3.4)
Cash-settled stock-based awards variance	8.9	(0.4)
Loss on disposal of assets	(0.6)	(0.5)
Contingent purchase price	2.2	(4.7)
Pre-opening and acquisition costs	(3.2)	(4.4)
Depreciation and amortization	(95.7)	(104.1)
Impairment losses	(616.1)	0.0
Insurance recoveries, net of deductible charges	0.1	0.0
Non-operating items of joint venture	(0.9)	(1.1)
Interest expense, net	(129.8)	(132.3)
Other	(21.8)	0.0
Income (loss) before income taxes	(708.1)	55.8
Income tax benefit (expense)	99.5	(14.8)
Net income (loss)	(608.6)	41.0
Capital expenditures:
Capital expenditures	42.8	37.7
Assets:
Investment in and advances to unconsolidated affiliates	264.7		$ 128.3
Total assets	13,938.4		14,194.5
Operating segments \| Northeast segment
Revenues:
Total	520.7	550.6
Adjusted EBITDAR:
Adjusted EBITDAR	124.5	164.8
Capital expenditures:
Capital expenditures	30.3	12.7
Assets:
Investment in and advances to unconsolidated affiliates	0.1		0.1
Total assets	1,849.8		2,273.7
Operating segments \| South segment
Revenues:
Total	223.3	292.0
Adjusted EBITDAR:
Adjusted EBITDAR	52.6	97.8
Capital expenditures:
Capital expenditures	4.0	8.9
Assets:
Investment in and advances to unconsolidated affiliates	0.0		0.0
Total assets	1,095.0		1,397.0
Operating segments \| West segment
Revenues:
Total	126.6	158.6
Adjusted EBITDAR:
Adjusted EBITDAR	24.6	49.9
Capital expenditures:
Capital expenditures	2.5	7.0
Assets:
Investment in and advances to unconsolidated affiliates	0.0		0.0
Total assets	656.8		752.1
Operating segments \| Midwest segment
Revenues:
Total	228.1	271.2
Adjusted EBITDAR:
Adjusted EBITDAR	69.5	99.2
Capital expenditures:
Capital expenditures	3.4	7.0
Assets:
Investment in and advances to unconsolidated affiliates	87.0		90.9
Total assets	1,120.8		1,412.2
Other
Revenues:
Total	20.3	10.2
Adjusted EBITDAR:
Adjusted EBITDAR	(18.9)	(20.3)
Capital expenditures:
Capital expenditures	2.6	2.1
Assets:
Investment in and advances to unconsolidated affiliates	177.6		37.3
Total assets	9,216.0		$ 8,359.5
Intersegment eliminations
Revenues:
Total	$ (2.9)	$ 0.0

Subsequent Events (Details) - Subsequent event	Apr. 16, 2020 USD ($) extension_period	Apr. 14, 2020 USD ($)
Senior Secured Credit Facility
Subsequent Event [Line Items]
Covenant relief period, consolidated total net leverage ratio thereafter		4.25
Covenant relief period, maximum senior secured net leverage ratio thereafter		3.00
Covenant relief period, minimum interest coverage ratio		2.50
Commitment fee on unused capacity		0.50%
Basis spread on variable rate, floor		0.75%
Senior Secured Credit Facility \| Maximum
Subsequent Event [Line Items]
Covenant relief period, maximum consolidated total net leverage ratio in 2021		5.50
Covenant relief period, maximum senior secured net leverage ratio in 2021		4.50
Senior Secured Credit Facility \| Minimum
Subsequent Event [Line Items]
Covenant relief period, maximum consolidated total net leverage ratio in 2021		4.50
Covenant relief period, maximum senior secured net leverage ratio in 2021		3.50
Senior Secured Credit Facility \| Through April 30, 2020
Subsequent Event [Line Items]
Covenant relief period, minimum liquidity covenant		$ 400,000,000.0
Senior Secured Credit Facility \| May 1, 2020 through May 31, 2020
Subsequent Event [Line Items]
Covenant relief period, minimum liquidity covenant		350,000,000.0
Senior Secured Credit Facility \| June 1, 2020 through June 30, 2020
Subsequent Event [Line Items]
Covenant relief period, minimum liquidity covenant		300,000,000.0
Senior Secured Credit Facility \| July 1, 2020 through March 31, 2021
Subsequent Event [Line Items]
Covenant relief period, minimum liquidity covenant		$ 225,000,000.0
Base rate \| Senior Secured Credit Facility
Subsequent Event [Line Items]
Basis spread on variable rate		2.00%
LIBOR rate \| Senior Secured Credit Facility
Subsequent Event [Line Items]
Basis spread on variable rate		3.00%
Tropicana Las Vegas
Subsequent Event [Line Items]
Sale of property in exchange for rent credits	$ 307,500,000
Real estate sale, operating agreement term	2 years
Real estate sale, number of operating agreement extensions \| extension_period	3
Real estate sale, operating agreement extension term	1 year
Real estate sale, buyer subsequent sale period	24 months
Real estate sale, subsequent sale by buyer, percentage of proceeds received if buyer sells within first twelve months	75.00%
Real estate sale, subsequent sale by buyer, proceeds threshold	$ 307,500,000
Real estate sale, subsequent sale by buyer, percentage of proceeds received if buyer sells after first twelve months	50.00%
Hollywood Casino Perryville
Subsequent Event [Line Items]
Purchase option agreement, purchase price	$ 31,100,000
Purchase option agreement, initial annual rent if purchased	$ 7,800,000
Penn Master Lease
Subsequent Event [Line Items]
Purchase option agreement, renewal term of lease to be exercised	5 years
Purchase option agreement, renewal term of lease optional to exercise	5 years
Pinnacle Master Lease
Subsequent Event [Line Items]
Purchase option agreement, renewal term of lease to be exercised	5 years
Purchase option agreement, renewal term of lease optional to exercise	5 years

Label	Element	Value
Restricted Cash and Cash Equivalents, Noncurrent	us-gaap_RestrictedCashAndCashEquivalentsNoncurrent	$ 2,300,000
Restricted Cash and Cash Equivalents, Noncurrent	us-gaap_RestrictedCashAndCashEquivalentsNoncurrent	1,600,000
Restricted Cash and Cash Equivalents, Current	us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue	14,400,000
Restricted Cash and Cash Equivalents, Current	us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue	12,200,000
Accounting Standards Update 2016-02 [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	1,085,700,000
Accounting Standards Update 2016-02 [Member] \| Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	1,085,700,000
Accounting Standards Update 2016-02 [Member] \| Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	1,085,700,000
Accounting Standards Update 2016-13 [Member] \| Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 600,000