SEC Filing | PENN Entertainment

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penn-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2022


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

For the transition period from __________ to __________

Commission file number: 0-24206

PENN NATIONAL GAMING, INC.

(Exact name of registrant as specified in its charter)


Pennsylvania			23-2234473
(State or other jurisdiction of incorporation or organization)			(I.R.S. employer identification no.)
825 Berkshire Blvd., Suite 200	Wyomissing,	Pennsylvania	19610
(Address of principal executive offices)			(Zip code)

(610) 373-2400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PENN	The Nasdaq Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of May 2, 2022, the number of shares of the registrant’s common stock outstanding was 166,802,806.

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

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			Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			1
Consolidated Balance Sheets - March 31, 2022 and December 31, 2021			1
Consolidated Statements of Operations - for the Three Months Ended March 31, 2022 and 2021			2
Consolidated Statements of Comprehensive Income - for the Three Months Ended March 31, 2022 and 2021			3
Consolidated Statements of Changes in Stockholders’ Equity - for the Three Months Ended March 31, 2022 and 2021			4
Consolidated Statements of Cash Flows - for the Three Months Ended March 31, 2022 and 2021			5
Notes to the Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
Item 3. Quantitative and Qualitative Disclosure About Market Risk			51
Item 4. Controls and Procedures			52
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			52
Item 1A. Risk Factors			52
Item 5. Other Information			52
Item 6. Exhibits			54
Signatures			55

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(in millions, except share and per share data)	March 31, 2022		December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	1,805.5	$	1,863.9
Accounts receivable, net	122.9		195.0
Prepaid expenses	134.3		132.3
Other current assets	50.3		32.4
Total current assets	2,113.0		2,223.6
Property and equipment, net	4,579.6		4,582.2
Investment in and advances to unconsolidated affiliates	256.2		255.1
Goodwill	2,847.1		2,822.5
Other intangible assets, net	1,864.1		1,872.6

Lease right-of-use assets	6,191.9		4,853.0
Other assets	219.2		263.1
Total assets	$	18,071.1	$	16,872.1

Liabilities
Current liabilities
Accounts payable	$	45.5	$	53.3
Current maturities of long-term debt	99.5		99.5
Current portion of financing obligations	63.8		39.0
Current portion of lease liabilities	178.3		142.9
Accrued expenses and other current liabilities	735.8		798.5
Total current liabilities	1,122.9		1,133.2
Long-term debt, net of current maturities, debt discount and debt issuance costs	2,694.3		2,637.3
Long-term portion of financing obligations	4,017.4		4,057.8
Long-term portion of lease liabilities	5,940.5		4,628.6
Deferred income taxes	213.0		189.1
Other long-term liabilities	130.3		129.0
Total liabilities	14,118.4		12,775.0
Commitments and contingencies (Note 12)
Stockholders’ equity
Series B Preferred stock ($0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding)	—		—
Series C Preferred stock ($0.01 par value, 18,500 shares authorized, no shares issued and outstanding)	—		—
Series D Preferred stock ($0.01 par value, 5,000 shares authorized, 969 shares issued in both periods, and 581 and 775 shares outstanding)	19.4		25.8
Common stock ($0.01 par value, 400,000,000 shares authorized in both periods, 172,131,619 and 171,729,276 shares issued, and 166,161,818 and 169,561,883 shares outstanding)	1.7		1.7
Exchangeable shares ($0.01 par value, 697,539 shares authorized and issued in both periods, 633,189 and 653,059 shares outstanding)	—		—
Treasury stock, at cost, (5,969,801 and 2,167,393 shares)	(203.5)		(28.4)
Additional paid-in capital	4,170.4		4,239.6
Retained earnings (accumulated deficit)	(15.9)		(86.5)
Accumulated other comprehensive loss	(18.6)		(54.4)
Total Penn National Gaming stockholders’ equity	3,953.5		4,097.8
Non-controlling interest	(0.8)		(0.7)
Total stockholders’ equity	3,952.7		4,097.1
Total liabilities and stockholders’ equity	$	18,071.1	$	16,872.1

See accompanying notes to the unaudited Consolidated Financial Statements.

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the three months ended March 31,
(in millions, except per share data)	2022		2021
Revenues
Gaming	$	1,291.2	$	1,082.0
Food, beverage, hotel and other	273.0		192.9
Total revenues	1,564.2		1,274.9
Operating expenses
Gaming	686.6		527.8
Food, beverage, hotel and other	171.9		123.1
General and administrative	295.5		326.2
Depreciation and amortization	118.2		81.3

Total operating expenses	1,272.2		1,058.4
Operating income	292.0		216.5
Other income (expenses)
Interest expense, net	(160.8)		(135.7)
Income from unconsolidated affiliates	8.7		9.6

Other	(40.7)		21.1
Total other expenses	(192.8)		(105.0)
Income before income taxes	99.2		111.5
Income tax expense	(47.6)		(20.6)
Net income	51.6		90.9
Less: Net loss attributable to non-controlling interest	0.1		0.1
Net income attributable to Penn National Gaming	$	51.7	$	91.0

Earnings per share:
Basic earnings per share	$	0.31	$	0.58
Diluted earnings per share	$	0.29	$	0.55

Weighted-average common shares outstanding—basic	168.2		155.7
Weighted-average common shares outstanding—diluted	184.2		172.8

See accompanying notes to the unaudited Consolidated Financial Statements.

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	For the three months ended March 31,
(in millions)	2022		2021
Net income	$	51.6	$	90.9
Other comprehensive income:
Foreign currency translation adjustment during the period	35.8		—
Other comprehensive income	35.8		—
Total comprehensive income	87.4		90.9
Less: Comprehensive loss attributable to non-controlling interest	0.1		0.1
Comprehensive income attributable to Penn National Gaming	$	87.5	$	91.0

See accompanying notes to the unaudited Consolidated Financial Statements.

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


	Three Months Ended March 31, 2022 and 2021
	Preferred Stock			Common Stock						Treasury Stock		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total Penn Stockholders’ Equity		Non-Controlling Interest		Total Stockholders’ Equity
(in millions, except share data)	Shares	Amount		Penn National Gaming Shares	Amount		Exchangeable Shares	Amount
Balance as of January 1, 2022	775	$	25.8	169,561,883	$	1.7	653,059	$	—	$	(28.4)	$	4,239.6	$	(86.5)	$	(54.4)	$	4,097.8	$	(0.7)	$	4,097.1
Share-based compensation arrangements	—	—		188,273	—		—	—		—		17.0		—		—		17.0		—		17.0
Share repurchases	—	—		(3,802,408)	—		—	—		(175.1)		—		—		—		(175.1)		—		(175.1)
Preferred stock conversions (Note 13)	(194)	(6.4)		194,200	—		—	—		—		6.4		—		—		—		—		—
Exchangeable shares conversions (Note 13)	—	—		19,870	—		(19,870)	—		—		—		—		—		—		—		—
Currency translation adjustment	—	—		—	—		—	—		—		—		—		35.8		35.8		—		35.8
Cumulative-effect adjustment upon adoption of ASU 2020-06	—	—		—	—		—	—		—		(88.2)		18.9		—		(69.3)		—		(69.3)
Net income (loss)	—	—		—	—		—	—		—		—		51.7		—		51.7		(0.1)		51.6
Other	—	—		—	—		—	—		—		(4.4)		—		—		(4.4)		—		(4.4)
Balance as of March 31, 2022	581	$	19.4	166,161,818	$	1.7	633,189	$	—	$	(203.5)	$	4,170.4	$	(15.9)	$	(18.6)	$	3,953.5	$	(0.8)	$	3,952.7

Balance as of January 1, 2021	883	$	23.1	155,700,834	$	1.6	—	$	—	$	(28.4)	$	3,167.2	$	(507.3)	$	—	$	2,656.2	$	(0.4)	$	2,655.8
Share-based compensation arrangements	—	—		478,107	—		—	—		—		4.0		—		—		4.0		—		4.0
Share issuance (Note 13)	43	5.1		—	—		—	—		—		—		—		—		5.1		—		5.1
Conversion of Preferred Stock (Note 13)	(151)	(4.0)		151,200	—		—	—		—		4.0		—		—		—		—		—
Net income (loss)	—	—		—	—		—	—		—		—		91.0		—		91.0		(0.1)		90.9

Balance as of March 31, 2021	775	$	24.2	156,330,141	$	1.6	—	$	—	$	(28.4)	$	3,175.2	$	(416.3)	$	—	$	2,756.3	$	(0.5)	$	2,755.8

See accompanying notes to the unaudited Consolidated Financial Statements.

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the three months ended March 31,
(in millions)	2022		2021
Operating activities
Net income	$	51.6	$	90.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	118.2		81.3
Amortization of debt discount and debt issuance costs	2.7		5.5
Noncash interest expense	6.2		—
Noncash operating lease expense	25.2		35.5


Holding (gain) loss on equity securities	38.7		(26.2)



Gain on Hurricane Laura	(8.8)		—
Income from unconsolidated affiliates	(8.7)		(9.6)
Return on investment from unconsolidated affiliates	8.0		5.5
Deferred income taxes	22.9		8.3
Stock-based compensation	17.0		4.2


Changes in operating assets and liabilities, net of businesses acquired
Accounts receivable	54.2		(41.1)
Prepaid expenses and other current assets	(39.8)		(28.5)
Other assets	6.7		(1.6)
Accounts payable	(7.8)		(10.6)
Accrued expenses	(44.4)		70.9
Income taxes	22.9		20.2
Operating lease liabilities	(23.6)		(31.1)
Other current and long-term liabilities	(16.6)		2.5
Other	0.3		4.4
Net cash provided by operating activities	224.9		180.5
Investing activities

Capital expenditures	(65.6)		(25.7)

Proceeds from sale of property and equipment	3.8		—
Hurricane Laura insurance proceeds	24.2		—






Other	(2.0)		(1.6)
Net cash used in investing activities	(39.6)		(27.3)
Financing activities



Principal payments on long-term debt	(20.5)		(16.1)

Proceeds from other long-term obligations	—		72.5
Payments of other long-term obligations	(0.6)		(0.7)
Principal payments on financing obligations	(15.5)		(8.7)
Principal payments on finance leases	(25.4)		(1.7)

Proceeds from exercise of options	2.3		5.7
Repurchase of common stock	(175.1)		—

Proceeds from insurance financing	—		23.1
Payments on insurance financing	—		(9.2)
Other	(4.4)		(4.8)
Net cash (used in) provided by financing activities	(239.2)		60.1
Effect of currency rate changes on cash, cash equivalents, and restricted cash	(0.9)		—
Change in cash, cash equivalents, and restricted cash	(54.8)		213.3

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	For the three months ended March 31,
(in millions)	2022		2021
Cash, cash equivalents and restricted cash at the beginning of the year	1,880.1		1,870.4
Cash, cash equivalents and restricted cash at the end of the period	$	1,825.3	$	2,083.7


Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	1,805.5	$	2,062.2
Restricted cash included in Other current assets	18.6		20.2
Restricted cash included in Other assets	1.2		1.3
Total cash, cash equivalents and restricted cash	$	1,825.3	$	2,083.7

Supplemental disclosure:
Cash paid for interest, net of amounts capitalized	$	159.9	$	138.8
Cash payments (refunds) related to income taxes, net	$	1.0	$	(8.8)

Non-cash activities:

Commencement of operating leases	$	38.1	$	5.7
Commencement of finance leases	$	1,357.8	$	—
Accrued capital expenditures	$	28.9	$	15.6

See accompanying notes to the unaudited Consolidated Financial Statements.

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1—Organization and Basis of Presentation

Organization: Penn National Gaming, Inc., together with its subsidiaries (“Penn,” the “Company,” “we,” “our,” or “us”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences. A member of the S&P 500, Penn operates 44 properties in 20 states, online sports betting in 13 jurisdictions and iCasino in five, under a portfolio of well-recognized brands including Hollywood Casino® , L'Auberge® , Barstool Sportsbook® and theScore Bet® . Penn’s highly differentiated strategy, which is focused on organic cross-sell opportunities, is reinforced by its investments in owned technology, including a state-of-the-art media and betting platform and an in-house iCasino content studio. The Company’s portfolio is further bolstered by its industry-leading mychoice® customer loyalty program (the “mychoice program”), which offers its over 25 million members a unique set of rewards and experiences across business channels.

The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases; the most significant of which are the Penn Master Lease and the Pinnacle Master Lease (as such terms are defined in Note 9 , “Leases,” and collectively referred to as the “Master Leases”), with Gaming and Leisure Properties, Inc. (Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”).

Basis of Presentation: The unaudited Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. These unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Note 2—Significant Accounting Policies

Principles of Consolidation: The unaudited 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.

Reclassifications: Certain reclassifications have been made to conform the prior period presentation.

Use of Estimates: The preparation of unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

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Segment Information: We have five reportable segments: Northeast, South, West, Midwest, and Interactive. Our gaming and racing properties are grouped by geographic location and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments. Interactive includes the operating results of Penn Interactive Ventures, LLC (“Penn Interactive”), Score Media and Gaming, Inc. (“theScore”), and our proportionate share of earnings attributable to our equity method investment in Barstool Sports, Inc. (“Barstool Sports”). See Note 16, “Segment Information,” for further information. For financial reporting purposes, we aggregate our operating segments into the following reportable segments:


	Location	Real Estate Assets Lease or Ownership Structure
Northeast segment
Ameristar East Chicago	East Chicago, Indiana	Pinnacle Master Lease
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 Morgantown	Morgantown, Pennsylvania	Morgantown Lease
Hollywood Casino at Penn National Race Course	Grantville, Pennsylvania	Penn Master Lease
Hollywood Casino Perryville	Perryville, Maryland	Perryville Lease
Hollywood Casino Toledo	Toledo, Ohio	Penn Master Lease
Hollywood Casino York	York, Pennsylvania	Operating Lease (not with REIT Landlord)
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
Hollywood Casino at Meadows Racetrack	Washington, Pennsylvania	Meadows Lease
Plainridge Park Casino	Plainville, Massachusetts	Pinnacle Master Lease

South segment
1st 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	Tropicana Lease
Zia Park Casino	Hobbs, New Mexico	Penn Master Lease

Midwest segment
Ameristar Council Bluffs	Council Bluffs, Iowa	Pinnacle Master Lease
Argosy Casino Alton (2)	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 (3)	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

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

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

Revenue Recognition: Our revenue from contracts with customers consists primarily of gaming wagers, inclusive of sports betting and iCasino products, food and beverage transactions, retail transactions, hotel room sales, racing wagers, management services related to the management of external operations and third-party revenue sharing agreements. See Note 5, “Revenue Disaggregation,” for information on our revenue by type and geographic location.

Complimentaries Associated with Gaming Contracts

Food, beverage, hotel, and other services furnished to patrons for free as an inducement to gamble 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)	2022		2021
Food and beverage	$	50.7	$	36.1
Hotel	32.2		26.4
Other	2.5		1.9
Total complimentaries associated with gaming contracts	$	85.4	$	64.4

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 iCasino market access.

Our mychoice program allows members 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 and free play. The obligation associated with our mychoice program, which is included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets, was $45.5 million and $37.6 million as of March 31, 2022 and December 31, 2021, respectively, and consisted principally of the obligation associated with the loyalty points. Our loyalty point obligations are generally settled within six months of issuance. Changes between the opening and closing balances primarily relate to the timing of our customers’ election to redeem loyalty points as well as the timing of when our customers receive their earned tier status benefits.

The Company’s advance payments on goods and services yet to be provided and for unpaid wagers primarily consist of the following: (i) deposits on rooms and convention space, (ii) money deposited on behalf of a customer in advance of their property visit (referred to as “safekeeping” or “front money”), (iii) money deposited in an online wallet not yet wagered or wagered and not yet withdrawn, (iv) outstanding tickets generated by slot machine play or pari-mutuel wagering, (v) outstanding chip liabilities, (vi) unclaimed jackpots, and (vii) gift cards redeemable at our properties. Unpaid wagers primarily relate to the Company’s obligation to settle outstanding slot tickets, pari-mutuel racing tickets, gaming chips with customers and online wagers not yet withdrawn 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 $101.6 million and $112.0 million as of March 31, 2022 and December 31, 2021. Advance payments on goods and services yet to be provided and for unpaid wagers are included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets.

Penn Interactive enters into multi-year agreements with sports betting operators for online sports betting and related iCasino market access across our portfolio of properties. Deferred revenue associated with third-party sports betting operators for online sports betting and related iCasino market access, which is included in “Other long-term liabilities” within our unaudited Consolidated Balance Sheets was $58.2 million and $52.2 million as of March 31, 2022 and December 31, 2021, respectively.

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Advertising: The Company expenses advertising costs the first time the advertising takes place or as incurred. Advertising expenses, which generally relate to media placement costs and are primarily included in “Gaming” expenses within the unaudited Consolidated Statements of Operations, were $24.1 million, and $17.1 million, for the three months ended March 31, 2022 and 2021, 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 the wagering occurs, as well as taxes on revenues derived from arrangements which allow for third-party partners to operate online casinos and online sportsbooks under our gaming licenses. Additionally, some states require us to prepay annual assessments to support the operations of local regulatory authorities. We consider these prepaid costs to be a type of gaming and racing tax. Gaming and racing taxes are recorded in “Gaming” expense or “Food, beverage, hotel, and other” expenses within the unaudited Consolidated Statements of Operations, and were $472.2 million and $417.9 million for the three months ended March 31, 2022 and 2021, respectively.

Foreign Currency Translation: The functional currency of the Company’s foreign subsidiaries is the local currency in which the subsidiary operates. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Translation adjustments resulting from this process are recorded to other comprehensive income. Revenues and expenses are translated at the average exchange rates during the year. Gains or losses resulting from foreign currency transactions are included in “Other” within our unaudited Consolidated Statements of Operations.

Comprehensive Income and Accumulated Other Comprehensive Income (Loss): Comprehensive income includes net income and all other non-stockholder changes in equity, or other comprehensive income. The balance of accumulated other comprehensive income consists solely of foreign currency translation adjustments.

Earnings Per Share: Basic earnings per share (“EPS”) is computed by dividing net income (loss) applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution, if any, for all potentially-dilutive securities such as stock options, unvested restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) (collectively with RSAs, “restricted stock”), outstanding convertible preferred stock and convertible debt.

Holders of the Company’s Series D Preferred Stock (as defined in Note 10, “Investments in and Advances to Unconsolidated Affiliates”) 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, 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 EPS. The holders of the Company’s Series D Preferred Stock are not obligated to absorb losses; therefore, in reporting periods where the Company is in a net loss position, it does not apply the two-class method. In reporting periods where the Company is in a net income position, the two-class method is applied by allocating all earnings during the period to common shares and preferred shares. See Note 14, “Earnings (Loss) per Share,” for more information.

Voting Interest Entities and Variable Interest Entities: The Company consolidates all subsidiaries or other entities in which it has a controlling financial interest. The consolidation guidance requires an analysis to determine if an entity should be evaluated for consolidation using the VOE model or the VIE model. Under the VOE model, controlling financial interest is generally defined as a majority ownership of voting rights. Under the VIE model, controlling financial interest is defined as (i) the power to direct activities that most significantly impact the economic performance of the entity and (ii) the obligation to absorb losses of or the right to receive benefits from the entity that could potentially be significant to the entity. For those entities that qualify as a VIE, the primary beneficiary is generally defined as the party who has a controlling financial interest in the VIE. The Company consolidates the financial position and results of operations of every VOE in which it has a controlling financial interest and VIEs in which it is considered to be the primary beneficiary. See Note 10, “Investments in and Advances to Unconsolidated Affiliates.”

Note 3—New Accounting Pronouncements

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 an optional expedient and exceptions for applying GAAP 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

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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 interest rates associated with the Company’s borrowings under its Senior Secured Credit Facilities (as defined in Note 8, “Long -term Debt”) are tied to LIBOR. Subsequent to the amendment of the Senior Secured Credit Facilities on May 3, 2022, the Company’s borrowings are tied to SOFR (see Note 8, “Long-term Debt”). The adoption of ASU 2020-04 did not have an impact on our unaudited Consolidated Financial Statements.

In August 2020, The FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Topic 814): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 eliminates the number of accounting models used to account for convertible debt instruments and convertible preferred stock. The update also amends the disclosure requirements for convertible instruments and EPS in an effort to increase financial reporting transparency.

The new standard impacts the Company’s existing 2.75% convertible senior notes due May 2026 (“Convertible Notes”) which prior to adoption of the new standard, were accounted for under the cash conversion feature model. The cash conversion feature model is eliminated under the new standard and entities will no longer separately present in stockholders’ equity an embedded conversion feature of a debt instrument.

The new guidance also requires the use of the if-converted method when calculating diluted EPS for convertible instruments and the treasury stock method should no longer be used. Under the new guidance, convertible instruments that may be settled in cash or shares (e.g., the Company’s Convertible Notes) are to be included in the calculation of diluted EPS if the effect is more dilutive, with no option for rebutting the presumption of share settlement based on stated policy or past experience. Each of these requirements are consistent with Company’s previous method for calculating diluted EPS.

The Company adopted ASU 2020-06 effective January 1, 2022, using the modified retrospective approach. Adoption of ASU 2020-06 resulted in reclassification of the $88.2 million cash conversion feature related to the Company’s Convertible Notes, from stockholders’ equity to liabilities. As a result of the adoption, the Company recognized as a cumulative effect adjustment, an increase to the January 1, 2022 opening balance of retained earnings of $18.9 million, net of taxes.

Note 4—Hurricane Laura

On August 27, 2020, Hurricane Laura made landfall in Lake Charles, Louisiana, which caused significant damage to our L’Auberge Lake Charles property and closure of the property for approximately two weeks. The Company maintains insurance, subject to certain deductibles and coinsurance, for the repair or replacement of assets that suffered loss and provides coverage for interruption to our business, including lost profits.

The Company recorded a receivable relating to our estimate of repairs and maintenance costs which have been incurred and property and equipment which have been written off, and for which we deem the recovery of such costs and property and equipment from our insurers to be probable. The insurance recovery receivable was included in “Accounts Receivable, net” within the unaudited Consolidated Balance Sheets. As we deemed it probable that the proceeds to be recovered from our insurers exceeds the total of our insurance recovery recorded and our insurers’ deductible and coinsurance, we did not record any loss associated with the impact of this natural disaster. Timing differences exist between the recognition of (i) impairment losses and capital expenditures made to repair or restore the assets and (ii) the receipt of insurance proceeds within the unaudited Consolidated Financial Statements.

As of December 31, 2021, the receivable was $28.7 million. During three months ended March 31, 2022, we received additional insurance claim proceeds totaling $37.5 million, resulting in a gain of $8.8 million, which is included in “General and administrative” within our unaudited Consolidated Statements of Operations.

We will record proceeds in excess of the recognized losses and lost profits under our business interruption insurance as a gain contingency in accordance with ASC 450, “Contingencies,” which we expect to recognize at the time of final settlement or when nonrefundable cash advances are made in a period subsequent to March 31, 2022.

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The following table summarizes the financial impact of Hurricane Laura related matters:


(in millions)	March 31, 2022		December 31, 2021
Insurance proceeds received through the end of the period	$	85.0	$	47.5
Deductible	$	15.0	$	15.0
Coinsurance	$	2.5	$	2.5
Clean-up, restoration, and other costs	$	52.8	$	52.8
Fixed asset write-off	$	23.2	$	23.2
Inventory write-off	$	0.2	$	0.2
Insurance receivable	$	—	$	28.7

Note 5—Revenue Disaggregation

We generate revenues at our owned, managed or operated properties principally by providing the following types of services: (i) gaming, including iCasino, retail and online sports betting; (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, Penn Interactive’s social gaming, and revenue from third-party sports betting operators and the related gross-up for taxes. Our revenue is disaggregated by type of revenue and geographic location of the related properties, which is consistent with our reportable segments, as follows:


	For the three months ended March 31, 2022
(in millions)	Northeast		South		West		Midwest		Interactive		Other		Intersegment Eliminations (1)		Total
Revenues:
Gaming	$	599.1	$	278.6	$	94.1	$	256.5	$	62.9	$	—	$	—	$	1,291.2
Food and beverage	31.9		31.0		19.3		12.5		—		1.2		—		95.9
Hotel	8.1		22.0		22.3		7.6		—		—		—		60.0
Other	19.4		9.8		5.2		6.3		78.6		6.1		(8.3)		117.1
Total revenues	$	658.5	$	341.4	$	140.9