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Vantex Resources Ltd. — Annual Report 2024
Feb 27, 2025
43669_rns_2025-02-27_31976f3d-b99a-42cf-84d7-4e66e1d3e335.pdf
Annual Report
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Table of Contents
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of PENN Entertainment, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of PENN Entertainment, Inc. and its subsidiaries (the "Company") as of December 31, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of changes in stockholders' equity and of cash flows for the year then ended, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Test - Interactive Reporting Unit
As described in Notes 2 and 8 to the consolidated financial statements, the Company's goodwill balance was $2,563.1 million as of December 31, 2024, and the goodwill associated with the Interactive reporting unit was $1,544.3 million. Goodwill is tested for impairment annually on October 1 of each year, or more frequently if indicators of impairment exist. For the quantitative goodwill impairment test, an income approach, in which a discounted cash flow model is utilized, and a market-based approach using guideline public company multiples of earnings before interest, taxes, depreciation, and amortization (EBITDA) from the Company's peer group are utilized in order to estimate the fair market value of the Company's reporting units. Management compares the fair value of the reporting unit to the carrying amount. If the carrying amount of the reporting unit exceeds the fair value, an impairment is recorded equal to the amount of the excess (not to exceed the amount of goodwill allocated to the reporting unit). As disclosed by management, significant assumptions utilized in the estimation of future cash flows for the Interactive reporting unit include forecasted revenues, forecasted operating expenses, the discount rate, and the terminal year EBITDA exit multiple.
The principal considerations for our determination that performing procedures relating to goodwill impairment test of the Interactive reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Interactive reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to forecasted revenues, forecasted operating expenses, discount rate and terminal year EBITDA exit multiple used in the discounted cash flow model; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's goodwill impairment tests, including controls over the valuation of the Interactive reporting unit. These procedures also included, among others, (i) testing management's process for developing the fair value estimate; (ii) evaluating the appropriateness of the discounted cash flow model used by management; (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues, forecasted operating expenses, discount rate and terminal year EBITDA exit multiple. Evaluating management's assumptions relating to forecasted revenues and forecasted operating expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Interactive reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate and terminal year EBITDA exit multiple assumptions.
/s/ PricewaterhouseCoopers LLP
Las Vegas, Nevada
February 27, 2025
We have served as the Company's auditor since 2024.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of
PENN Entertainment, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of PENN Entertainment, Inc. and subsidiaries (the "Company") as of December 31, 2023, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders' equity, and cash flows, for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the 2023 and 2022 financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 22, 2024 (February 27, 2025 as to the modified presentation of operating and finance leases discussed in Note 2 and as to Note 17)
We began serving as the Company's auditor in 2017. In 2024 we became the predecessor auditor.
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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, | ||
|---|---|---|
| (in millions, except share and per share data) | 2024 | 2023 |
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | $ 706.6 | $ 1,071.8 |
| Accounts receivable, net | 256.8 | 319.0 |
| Prepaid expenses | 152.3 | 225.6 |
| Other current assets | 38.7 | 42.6 |
| Total current assets | 1,154.4 | 1,659.0 |
| Property and equipment, net | 3,705.0 | 3,514.0 |
| Investment in and advances to unconsolidated affiliates | 86.2 | 84.9 |
| Goodwill | 2,563.1 | 2,695.1 |
| Other intangible assets, net | 1,529.9 | 1,618.2 |
| Operating lease right-of-use assets | 3,976.8 | 4,264.7 |
| Finance lease right-of-use assets | 2,014.3 | 2,041.0 |
| Other assets | 232.0 | 187.3 |
| Total assets | $ 15,261.7 | $ 16,064.2 |
| Liabilities | ||
| Current liabilities | ||
| Accounts payable | $ 50.8 | $ 36.6 |
| Current maturities of long-term debt | 38.2 | 47.6 |
| Current portion of financing obligations | 43.5 | 41.3 |
| Current portion of operating lease liabilities | 322.1 | 302.3 |
| Current portion of finance lease liabilities | 53.2 | 40.3 |
| Accrued expenses and other current liabilities | 907.3 | 1,021.9 |
| Total current liabilities | 1,415.1 | 1,490.0 |
| Long-term debt, net of current maturities, debt discount, and debt issuance costs | 2,732.5 | 2,718.0 |
| Long-term portion of financing obligations | 2,343.1 | 2,386.1 |
| Long-term portion of operating lease liabilities | 3,654.3 | 3,944.1 |
| Long-term portion of finance lease liabilities | 2,062.3 | 2,062.5 |
| Deferred income taxes | 61.0 | 117.6 |
| Other long-term liabilities | 135.0 | 146.3 |
| Total liabilities | 12,403.3 | 12,864.6 |
| 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, no shares issued and outstanding) | — | — |
| Common stock ($0.01 par value, 400,000,000 shares authorized, 177,396,073 and 176,719,596 shares issued, and 152,229,171 and 151,552,694 shares outstanding) | 1.8 | 1.8 |
| Exchangeable shares ($0.01 par value, 768,441 shares authorized in both periods, 768,441 and 700,393 shares issued, and 466,534 and 560,267 shares outstanding) | — | — |
| Treasury stock, at cost, (25,166,902 shares repurchased as of both periods) | (779.5) | (779.5) |
| Additional paid-in capital | 4,542.4 | 4,436.6 |
| Accumulated deficit | (647.0) | (335.5) |
| Accumulated other comprehensive loss | (255.0) | (121.3) |
| Total PENN Entertainment, Inc. stockholders' equity | 2,862.7 | 3,202.1 |
| Non-controlling interest | (4.3) | (2.5) |
| Total stockholders' equity | 2,858.4 | 3,199.6 |
| Total liabilities and stockholders' equity | $ 15,261.7 | $ 16,064.2 |
See accompanying notes to the Consolidated Financial Statements.
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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions, except per share data) | 2024 | 2023 | 2022 |
| Revenues | |||
| Gaming | $ 5,169.5 | $ 4,905.8 | $ 5,201.7 |
| Food, beverage, hotel, and other | 1,408.6 | 1,457.1 | 1,200.0 |
| Total revenues | 6,578.1 | 6,362.9 | 6,401.7 |
| Operating expenses | |||
| Gaming | 3,429.0 | 2,989.4 | 2,864.4 |
| Food, beverage, hotel, and other | 985.5 | 1,011.4 | 767.2 |
| General and administrative | 1,568.4 | 1,563.4 | 1,110.4 |
| Depreciation and amortization | 433.6 | 435.1 | 567.5 |
| Impairment losses | 89.1 | 130.6 | 118.2 |
| Loss on disposal of Barstool | — | 923.2 | — |
| Total operating expenses | 6,505.6 | 7,053.1 | 5,427.7 |
| Operating income (loss) | 72.5 | (690.2) | 974.0 |
| Other income (expenses) | |||
| Interest expense, net | (470.5) | (464.7) | (758.2) |
| Interest income | 23.6 | 40.3 | 18.3 |
| Income from unconsolidated affiliates | 28.1 | 25.3 | 23.7 |
| Gain on Barstool Acquisition, net | — | 83.4 | — |
| Gain on REIT transactions, net | — | 500.8 | — |
| Loss on early extinguishment of debt | (0.3) | — | (10.4) |
| Other | 5.3 | 5.5 | (72.1) |
| Total other income (expenses) | (413.8) | 190.6 | (798.7) |
| Income (loss) before income taxes | (341.3) | (499.6) | 175.3 |
| Income tax benefit | 28.0 | 8.2 | 46.4 |
| Net income (loss) | (313.3) | (491.4) | 221.7 |
| Less: Net loss attributable to non-controlling interest | 1.8 | 1.4 | 0.4 |
| Net income (loss) attributable to PENN Entertainment, Inc. | $ (311.5) | $ (490.0) | $ 222.1 |
| Earnings (loss) per share | |||
| Basic earnings (loss) per share | $ (2.05) | $ (3.22) | $ 1.37 |
| Diluted earnings (loss) per share | $ (2.05) | $ (3.22) | $ 1.29 |
| Weighted-average common shares outstanding—basic | 152.1 | 152.1 | 161.2 |
| Weighted-average common shares outstanding—diluted | 152.1 | 152.1 | 176.6 |
See accompanying notes to the Consolidated Financial Statements.
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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Net income (loss) | $ (313.3) | $ (491.4) | $ 221.7 |
| Other comprehensive income (loss), net of tax: | |||
| Unrealized gain on debt securities | 5.4 | 3.2 | — |
| Foreign currency translation adjustment during the period | (139.1) | 44.1 | (114.2) |
| Other comprehensive income (loss) | (133.7) | 47.3 | (114.2) |
| Total comprehensive income (loss) | (447.0) | (444.1) | 107.5 |
| Less: Comprehensive loss attributable to non-controlling interest | 1.8 | 1.4 | 0.4 |
| Comprehensive income (loss) attributable to PENN Entertainment, Inc. | $ (445.2) | $ (442.7) | $ 107.9 |
See accompanying notes to the Consolidated Financial Statements.
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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
| (in millions, except share data) | 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 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | PENN Entertainment, Inc. 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 | — | — | 607,818 | — | — | — | — | 58.1 | — | — | 58.1 | — | 58.1 |
| Share repurchases | — | — | (17,561,288) | — | — | — | (601.1) | — | — | — | (601.1) | — | (601.1) |
| Preferred stock conversions | (194) | (6.4) | 194,200 | — | — | — | — | 6.4 | — | — | — | — | — |
| Common stock issuance | — | — | 68,055 | — | — | — | — | 2.2 | — | — | 2.2 | — | 2.2 |
| Exchangeable share conversions | — | — | 33,040 | — | (33,040) | — | — | — | — | — | — | — | — |
| Currency translation adjustment | — | — | — | — | — | — | — | — | — | (114.2) | (114.2) | — | (114.2) |
| Cumulative-effect adjustment upon adoption of ASU 2020-06 | — | — | — | — | — | — | — | (88.2) | 18.9 | — | (69.3) | — | (69.3) |
| Net income (loss) | — | — | — | — | — | — | — | — | 222.1 | — | 222.1 | (0.4) | 221.7 |
| Other | — | — | — | — | — | — | — | 2.1 | — | — | 2.1 | — | 2.1 |
| Balance as of December 31, 2022 | 581 | 19.4 | 152,903,708 | 1.7 | 620,019 | — | (629.5) | 4,220.2 | 154.5 | (168.6) | 3,597.7 | (1.1) | 3,596.6 |
| Share-based compensation arrangements | — | — | 997,137 | — | — | — | — | 85.9 | — | — | 85.9 | — | 85.9 |
| Share issuance in connection with acquisitions | — | — | 2,442,809 | — | — | — | — | 80.8 | — | — | 80.8 | — | 80.8 |
| Share repurchases | — | — | (5,438,221) | — | — | — | (149.8) | — | — | — | (149.8) | — | (149.8) |
| Preferred stock conversions | (581) | (19.4) | 580,600 | — | — | — | — | 19.4 | — | — | — | — | — |
| Common stock issuance | — | — | 4,055 | — | — | — | — | 0.1 | — | — | 0.1 | — | 0.1 |
| Exchangeable share issuance | — | — | — | — | 2,854 | — | — | — | — | — | — | — | — |
| Exchangeable share conversions | — | — | 62,606 | — | (62,606) | — | — | — | — | — | — | — | — |
| Investment Agreement warrants (Note 12) | — | — | — | — | — | — | — | 22.8 | — | — | 22.8 | — | 22.8 |
| Unrealized gain on debt securities | — | — | — | — | — | — | — | — | — | 3.2 | 3.2 | — | 3.2 |
| Currency translation adjustment | — | — | — | — | — | — | — | — | — | 44.1 | 44.1 | — | 44.1 |
| Net loss | — | — | — | — | — | — | — | (490.0) | — | (490.0) | (1.4) | (491.4) | |
| Other | — | — | — | 0.1 | — | — | (0.2) | 7.4 | — | — | 7.3 | — | 7.3 |
| Balance as of December 31, 2023 | — | — | 151,552,694 | 1.8 | 560,267 | — | (779.5) | 4,436.6 | (335.5) | (121.3) | 3,202.1 | (2.5) | 3,199.6 |
| Share-based compensation arrangements | — | — | 510,641 | — | — | — | — | 52.9 | — | — | 52.9 | — | 52.9 |
| Common stock issuance | — | — | 4,055 | — | — | — | — | 0.1 | — | — | 0.1 | — | 0.1 |
| Exchangeable share issuance | — | — | — | — | 68,048 | — | — | — | — | — | — | — | — |
| Exchangeable share conversions | — | — | 161,781 | — | (161,781) | — | — | — | — | — | — | — | — |
| Investment Agreement warrants (Note 12) | — | — | — | — | — | — | — | 57.6 | — | — | 57.6 | — | 57.6 |
| Unrealized gain on debt securities | — | — | — | — | — | — | — | — | — | 5.4 | 5.4 | — | 5.4 |
| Currency translation adjustment | — | — | — | — | — | — | — | — | — | (139.1) | (139.1) | — | (139.1) |
| Net loss | — | — | — | — | — | — | — | (311.5) | — | (311.5) | (1.8) | (313.3) | |
| Other | — | — | — | — | — | — | (4.8) | — | — | (4.8) | (4.8) | (4.8) | |
| Balance as of December 31, 2024 | — | $ — | 152,229,171 | $ 1.8 | 466,534 | $ — | $ (779.5) | $4,542.4 | $ (647.0) | $ (255.0) | $2,862.7 | $ (4.3) | $2,858.4 |
See accompanying notes to the Consolidated Financial Statements.
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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Operating activities | |||
| Net income (loss) | $ (313.3) | $ (491.4) | $ 221.7 |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
| Depreciation and amortization | 433.6 | 435.1 | 567.5 |
| Amortization of debt discount and debt issuance costs | 8.7 | 8.1 | 9.0 |
| Noncash interest expense | 47.1 | 36.1 | 27.6 |
| Noncash operating lease expense | 316.6 | 305.5 | 87.5 |
| Gain on Barstool Acquisition, net | — | (83.4) | — |
| Gain on REIT transactions, net | — | (500.8) | — |
| Loss on disposal of Barstool | — | 923.2 | — |
| Holding loss on equity securities | 0.1 | 6.4 | 69.9 |
| Loss on sale or disposal of property and equipment | 10.0 | 0.1 | 7.9 |
| Gain on Hurricane Laura | (5.5) | (13.9) | (10.7) |
| Income from unconsolidated affiliates | (28.1) | (25.3) | (23.7) |
| Return on investment from unconsolidated affiliates | 33.4 | 33.3 | 33.8 |
| Deferred income taxes | (58.1) | (32.7) | (150.7) |
| Stock-based compensation | 52.9 | 85.9 | 58.1 |
| Investment Agreement warrant expense | 67.9 | 12.5 | — |
| Impairment losses | 89.1 | 130.6 | 118.2 |
| Loss on early extinguishment of debt | 0.3 | — | 10.4 |
| Changes in operating assets and liabilities, net of businesses acquired | |||
| Accounts receivable | 58.9 | (74.8) | (81.2) |
| Prepaid expenses and other current assets | 26.7 | (66.3) | (24.1) |
| Other assets | (35.7) | (18.2) | (2.2) |
| Accounts payable | 14.2 | (8.6) | (13.4) |
| Accrued expenses | (67.7) | 25.9 | 17.4 |
| Income taxes | 33.4 | (50.2) | 27.3 |
| Operating lease liabilities | (298.2) | (305.8) | (83.0) |
| Other current and long-term liabilities | (48.4) | 107.4 | (2.2) |
| Other | 21.4 | 17.2 | 13.1 |
| Net cash provided by operating activities | 359.3 | 455.9 | 878.2 |
| Investing activities | |||
| Capital expenditures | (482.7) | (360.0) | (263.4) |
| Proceeds from sale of property and equipment | 4.0 | 0.5 | 4.9 |
| Hurricane Laura insurance proceeds | 3.0 | 9.0 | 25.4 |
| Sale of Barstool Sports, net of cash | — | (50.9) | — |
| Consideration paid for acquisitions of businesses, net of cash acquired | — | (314.6) | — |
| Consideration paid for gaming licenses and other intangible assets | (57.9) | (21.9) | (9.0) |
| Cost method investment proceeds received (consideration paid) | 0.5 | 8.0 | (15.0) |
| Other | (8.1) | (12.7) | (1.5) |
| Net cash used in investing activities | (541.2) | (742.6) | (258.6) |
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| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Financing activities | |||
| Proceeds from issuance of long-term debt, net of discounts | — | — | 1,545.0 |
| Repayments on credit facilities | — | — | (1,543.2) |
| Principal payments on long-term debt | (37.5) | (37.5) | (39.3) |
| Debt and equity issuance costs | (3.4) | — | (18.2) |
| Payments of other long-term obligations | (10.1) | (18.7) | (17.8) |
| Principal payments on financing obligations | (40.8) | (39.2) | (63.2) |
| Principal payments on finance leases | (50.3) | (47.1) | (110.5) |
| Proceeds from exercise of options | 1.5 | 5.3 | 6.9 |
| Repurchase of common stock | — | (149.8) | (601.1) |
| Proceeds from insurance financing | 29.3 | 34.4 | — |
| Payments on insurance financing | (35.4) | — | — |
| Indemnification payments | (30.5) | — | — |
| Other | (9.3) | (10.0) | (11.6) |
| Net cash used in financing activities | (186.5) | (262.6) | (853.0) |
| Effect of currency rate changes on cash, cash equivalents, and restricted cash | (2.3) | (0.4) | (2.5) |
| Change in cash, cash equivalents, and restricted cash | (370.7) | (549.7) | (235.9) |
| Cash, cash equivalents, and restricted cash at the beginning of the year | 1,094.5 | 1,644.2 | 1,880.1 |
| Cash, cash equivalents, and restricted cash at the end of the year | $ 723.8 | $ 1,094.5 | $ 1,644.2 |
| For the year ended December 31, | |||
| --- | --- | --- | --- |
| (in millions) | 2024 | 2023 | 2022 |
| Reconciliation of cash, cash equivalents, and restricted cash: | |||
| Cash and cash equivalents | $ 706.6 | $ 1,071.8 | $ 1,624.0 |
| Restricted cash included in Other current assets | 16.0 | 21.5 | 19.0 |
| Restricted cash included in Other assets | 1.2 | 1.2 | 1.2 |
| Total cash, cash equivalents, and restricted cash | $ 723.8 | $ 1,094.5 | $ 1,644.2 |
| Supplemental disclosure: | |||
| Cash paid for interest, net of amounts capitalized | $ 415.5 | $ 420.1 | $ 721.7 |
| Cash payments (refunds) related to income taxes, net | $ (3.8) | $ 73.9 | $ 72.8 |
| Non-cash activities: | |||
| Accrued capital expenditures | $ 53.8 | $ 23.5 | $ 21.1 |
See accompanying notes to the Consolidated Financial Statements
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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Organization
Organization: PENN Entertainment, Inc., together with its subsidiaries (“PENN,” or the “Company”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences. As of the issuance date of this report, PENN operated in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting, and iCasino offerings under well-recognized brands including Hollywood Casino®, L’Auberge®, ESPN BET™, and theScore BET Sportsbook and Casino®. PENN’s ability to leverage its partnership with ESPN, Inc. and ESPN Enterprises, Inc. (together, “ESPN”), the “worldwide leader in sports,” and its ownership of theScore™, the top digital sports media brand in Canada, is central to the Company’s highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem. PENN’s focus on organic cross-sell opportunities is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio (PENN Game Studios). The Company’s portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its approximately 32 million members a unique set of rewards and experiences.
The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases; the most significant of which are with Gaming and Leisure Properties, Inc. (Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and Pinnacle Master Lease (as such terms are defined in Note 11, “Leases,” and collectively referred to as the “Master Leases”).
Note 2—Significant Accounting Policies and Basis of Presentation
Basis of Presentation: The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Principles of Consolidation: The Consolidated Financial Statements include the accounts of PENN Entertainment, Inc. and its subsidiaries. Investments in and advances to unconsolidated affiliates that do not meet the consolidation criteria of the authoritative guidance for voting interest entities (“VOEs”) or variable interest entities (“VIEs”) are accounted for under the equity method. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications: Certain reclassifications have been made to conform the prior period presentation with current year presentation.
Subsequent to the issuance of the Company’s Consolidated Financial Statements for the year ended December 31, 2023, we modified the presentation of our December 31, 2023 Consolidated Balance Sheets to separately reflect assets and liabilities associated with our operating and finance leases to conform to the current year presentation and the requirements of ASC 842, “Leases” (“ASC 842”). This presentation modification within our Consolidated Balance Sheets had no impact on the Company’s Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Changes in Stockholders’ Equity, and Consolidated Statements of Cash Flows for the year ended December 31, 2023.
Use of Estimates: The preparation of 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 Consolidated Financial Statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us may include, among other things, the useful lives for depreciable and amortizable assets, the provision for credit losses, income tax provisions, the evaluation of the future realization of deferred tax assets, indemnification liabilities associated with certain tax matters, determining the adequacy of reserves for self-insured liabilities, the liabilities associated with our PENN Play program, the initial measurements of financing obligations and lease liabilities associated with our Master Leases, the initial selection of useful lives for depreciable and amortizable assets related to acquisitions, contingencies, and litigation inclusive of financing arrangements in which the Company receives up-front cash proceeds, and stock-based compensation expense. Additionally, we use estimates for projected cash flows when assessing the recoverability of long lived assets, asset impairments, goodwill, and other intangible assets. Estimates of projected cash flows are also used in assessing the initial valuation of intangible assets in conjunction with acquisitions. We applied estimation methods consistently for the periods presented within our Consolidated Financial Statements. 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.
The Northeast, South, West and Midwest segments (referred to as our “retail segments”) primarily generate revenue from gaming operations (such as slot machines and table games), food and beverage offerings, and hotel visitation. The Interactive segment includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and in prior years, the operating results of Barstool Sports, Inc. (“Barstool” or “Barstool Sports”). We owned 36% of Barstool common stock prior to the February 17, 2023 Barstool Acquisition (as defined in Note 5, “Acquisitions and Dispositions”) pursuant to which we acquired the remaining 64% of Barstool common stock. On August 8, 2023, we entered into a stock purchase agreement with David Portnoy (the “Barstool SPA”) and we sold 100% of the outstanding shares of Barstool common stock. See Note 17, “Segment Information” and Note 11, “Leases” for further segment and lease structure information, respectively. For financial reporting purposes, we aggregate our operating segments into the following reportable segments:
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| Northeast segment | Location | Real Estate Assets Lease or Ownership Structure |
|---|---|---|
| Ameristar East Chicago | East Chicago, Indiana | Pinnacle Master Lease |
| Hollywood Casino Bangor | Bangor, Maine | AR PENN Master Lease |
| Hollywood Casino at Charles Town Races | Charles Town, West Virginia | AR PENN Master Lease |
| Hollywood Casino Columbus | Columbus, Ohio | 2023 Master Lease |
| Hollywood Casino at Greektown | Detroit, Michigan | Greektown Lease |
| Hollywood Casino Lawrenceburg | Lawrenceburg, Indiana | AR PENN Master Lease |
| Hollywood Casino Morgantown | Morgantown, Pennsylvania | Morgantown Lease (1) |
| Hollywood Casino at PENN National Race Course | Grantville, Pennsylvania | AR PENN Master Lease |
| Hollywood Casino Perryville | Perryville, Maryland | 2023 Master Lease |
| Hollywood Casino at The Meadows | Washington, Pennsylvania | 2023 Master Lease |
| Hollywood Casino Toledo | Toledo, Ohio | 2023 Master Lease |
| Hollywood Casino York | York, Pennsylvania | Operating Lease (not with REIT Landlord) |
| Hollywood Gaming at Dayton Raceway | Dayton, Ohio | AR PENN Master Lease |
| Hollywood Gaming at Mahoning Valley Race Course | Youngstown, Ohio | AR PENN Master Lease |
| Marquee by PENN (2) | Pennsylvania | N/A |
| Plainridge Park Casino | Plainville, Massachusetts | Pinnacle Master Lease |
| South segment | Location | Real Estate Assets Lease or Ownership Structure |
| --- | --- | --- |
| 1st Jackpot Casino | Tunica, Mississippi | AR PENN Master Lease |
| Ameristar Vicksburg | Vicksburg, Mississippi | Pinnacle Master Lease |
| Boomtown Biloxi | Biloxi, Mississippi | AR PENN Master Lease |
| Boomtown Bossier City | Bossier City, Louisiana | Pinnacle Master Lease |
| Boomtown New Orleans | New Orleans, Louisiana | Pinnacle Master Lease |
| Hollywood Casino Gulf Coast | Bay St. Louis, Mississippi | AR PENN Master Lease |
| Hollywood Casino Tunica | Tunica, Mississippi | AR PENN Master Lease |
| L’Auberge Baton Rouge | Baton Rouge, Louisiana | Pinnacle Master Lease |
| L’Auberge Lake Charles | Lake Charles, Louisiana | Pinnacle Master Lease |
| Margaritaville Resort Casino | Bossier City, Louisiana | Margaritaville Lease |
| West segment | Location | Real Estate Assets Lease or Ownership Structure |
| --- | --- | --- |
| Ameristar Black Hawk | Black Hawk, Colorado | Pinnacle Master Lease |
| Cactus Petes and Horsesho | Jackpot, Nevada | Pinnacle Master Lease |
| M Resort Spa Casino | Henderson, Nevada | 2023 Master Lease |
| Zia Park Casino | Hobbs, New Mexico | AR PENN Master Lease |
| Midwest segment | Location | Real Estate Assets Lease or Ownership Structure |
| --- | --- | --- |
| Ameristar Council Bluffs | Council Bluffs, Iowa | Pinnacle Master Lease |
| Argosy Casino Alton (3) | Alton, Illinois | AR PENN Master Lease |
| Argosy Casino Riverside | Riverside, Missouri | AR PENN Master Lease |
| Hollywood Casino Aurora | Aurora, Illinois | 2023 Master Lease |
| Hollywood Casino Joliet | Joliet, Illinois | 2023 Master Lease |
| Hollywood Casino at Kansas Speedway (4) | Kansas City, Kansas | Owned - Joint Venture |
| Hollywood Casino St. Louis | Maryland Heights, Missouri | AR PENN Master Lease |
| Prairie State Gaming (2) | Illinois | N/A |
| River City Casino | St. Louis, Missouri | Pinnacle Master Lease |
(1) Upon termination of the Morgantown Lease, ownership of the constructed building and all tenant improvements will transfer from the Company to GLPI.
(2) VGT route operations.
(3) The riverboat is owned by us and not subject to the AR PENN Master Lease.
(4) Pursuant to a joint venture with NASCAR Holdings LLC ("NASCAR") and includes the Company's 50% investment in Kansas Entertainment, LLC ("Kansas Entertainment"), which owns Hollywood Casino at Kansas Speedway.
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Cash and Cash Equivalents: The Company considers all cash balances and highly-liquid investments with original maturities of three months or less at the date of purchase to be cash and cash equivalents.
Concentration of Credit Risk: Financial instruments that subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company's policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. The Company has bank deposits and overnight repurchase agreements that exceed federally-insured limits.
Concentration of credit risk, with respect to casino receivables, is limited through the Company's credit evaluation process. The Company issues markers to approved casino customers following investigations of creditworthiness. The Company utilizes a forward-looking current expected credit loss model to measure the provision for credit losses.
The Company's receivables as of December 31, 2024 and 2023 primarily consisted of the following:
| December 31, | ||
|---|---|---|
| (in millions) | 2024 | 2023 |
| Markers and returned checks | $ 13.5 | $ 14.3 |
| Payment processors, credit card, and other advances to customers | 86.1 | 117.2 |
| Receivables from ATM and cash kiosk transactions | 36.4 | 39.3 |
| Hotel and banquet | 3.9 | 4.9 |
| Racing settlements | 7.2 | 10.2 |
| Online gaming and licensing receivables from third-party operators, including taxes | 55.9 | 77.4 |
| Media receivables | 15.7 | 16.0 |
| Other | 41.7 | 43.9 |
| Provision for credit losses | (3.6) | (4.2) |
| Accounts receivable, net | $ 256.8 | $ 319.0 |
Property and Equipment: Property and equipment are stated at cost, less accumulated depreciation. Capital expenditures are accounted for as either project capital (new facilities or expansions) or maintenance (replacement). Project capital expenditures are for fixed asset additions associated with constructing new facilities, or expansions of existing facilities. Maintenance capital expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost-effective to repair. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income.
The estimated useful lives of property and equipment are determined based on the nature of the assets as well as the Company's current operating strategy. Depreciation of property and equipment is recorded using the straight-line method over the shorter of the estimated useful life of the asset or the related lease term, if any, as follows:
| Years | |
|---|---|
| Land improvements | 15 |
| Buildings and improvements | 5 to 31 |
| Vessels | 10 to 31 |
| Furniture, fixtures, and equipment | 1 to 31 |
All costs funded by the Company considered to be an improvement to the real estate assets subject to any of our Triple Net Leases are recorded as leasehold improvements. Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term.
The Company reviews the carrying amount of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition, and other regulatory and economic factors. For purposes of recognizing and measuring impairment, assets are grouped at the individual property level representing the lowest level for which identifiable cash flows are largely
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independent of the cash flows of other assets. In assessing the recoverability of the carrying amount of property and equipment, we must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, we may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating income. See Note 7, "Property and Equipment."
Goodwill and Other Intangible Assets: Goodwill represents the future economic benefits of a business combination measured as the excess of the purchase price over the fair value of net assets acquired and has been allocated to our reporting units. Goodwill is tested for impairment annually on October 1st of each year, or more frequently if indicators of impairment exist. For the quantitative goodwill impairment test, an income approach, in which a discounted cash flow ("DCF") model is utilized, and a market-based approach using guideline public company multiples of earnings before interest, taxes, depreciation, and amortization ("EBITDA") from the Company's peer group are utilized in order to estimate the fair market value of the Company's reporting units. In determining the carrying amount of each reporting unit that utilizes real estate assets subject to our Triple Net Leases, if and as applicable, (i) the Company allocates each reporting unit their pro-rata portion of the right-of-use ("ROU") assets, lease liabilities, and/or financing obligations, and (ii) pushes down the carrying amount of the property and equipment subject to such leases. The Company compares the fair value of its reporting units to the carrying amounts. If the carrying amount of the reporting unit exceeds the fair value, an impairment is recorded equal to the amount of the excess (not to exceed the amount of goodwill allocated to the reporting unit).
We consider our gaming licenses, trademarks, and certain other intangible assets to be indefinite-lived based on our future expectations to operate our gaming properties indefinitely as well as our historical experience in renewing these intangible assets at minimal cost with various state commissions. Indefinite-lived intangible assets are tested annually for impairment on October 1st of each year, or more frequently if indicators of impairment exist, by comparing the fair value of the recorded assets to their carrying amount. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, an impairment is recognized. The Company completes its testing of its indefinite-lived intangible assets prior to assessing the realizability of its goodwill.
The Company assesses the fair value of its gaming licenses using the Greenfield Method under the income approach, which estimates the fair value using a DCF model assuming the Company built a casino with similar utility to that of the existing casino. The method assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. The Company assesses the fair value of its trademarks using the relief-from-royalty method under the income approach. The principle behind this method is that the value of the trademark is equal to the present value of the after-tax royalty savings attributable to the owned trademark.
Other intangible assets that have a definite-life, including gaming technology and media technology, are amortized on a straight-line basis over their estimated useful lives or related service contract. The Company reviews the carrying amount of its amortizing intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Should events and circumstances indicate amortizing intangible assets may not be recoverable, the Company performs a test for recoverability whereby estimated undiscounted cash flows are compared to the carrying values of the assets. Should the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded. If the undiscounted cash flows do not exceed the carrying values, an impairment is recorded based on the fair value of the asset, typically measured using either a discounted cash flow or replacement cost approach.
Once an impairment of goodwill or other intangible asset has been recorded, it cannot be reversed. See Note 8, "Goodwill and Other Intangible Assets."
Convertible Debt: Our Convertible Notes (as defined within Note 10, "Long-term Debt") are accounted for in accordance with Accounting Standards Codification ("ASC") 470-20, "Debt with Conversion and Other Options" ("ASC 470-20"). Prior to January 1, 2022, pursuant to ASC 470-20, we accounted for the Convertible Notes using the separate liability (debt) and equity (conversion option) components of the instrument. The equity component was included in "Additional paid-in capital" within our Consolidated Balance Sheets at the issuance date and the value of the equity component was treated as a debt discount. Effective January 1, 2022, we adopted ASU 2020-06, using the modified retrospective approach. As a result, the Convertible Notes are accounted for as a single liability measured at its amortized cost, as no other embedded features require bifurcation. See Note 10, "Long-term Debt" for additional information.
Financing Obligations: In accordance with ASC 842, for transactions in which the Company enters into a contract to sell an asset and leases it back from the seller under a sale and leaseback transaction, the Company must determine whether control of the asset has transferred from the Company. In cases whereby control has not transferred from the Company, we continue to recognize the underlying asset as "Property and equipment, net" within the Consolidated Balance Sheets, which is then depreciated over the shorter of the remaining useful life or lease term. Additionally, a financial liability is recognized and referred to as a financing obligation, in accordance with ASC 470, "Debt" ("ASC 470"). The accounting for financing
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obligations under ASC 470 is materially consistent with the accounting for finance leases under ASC 842. The Company recognizes interest expense on the minimum lease payments related to a financing obligation under the effective yield method. Contingent payments are recorded to interest expense as incurred. Principal payments associated with financing obligations are presented as financing cash outflows and interest payments associated with financing obligations are presented as operating cash outflows within our Consolidated Statements of Cash Flows. For more information, see Note 7, "Property and Equipment" and Note 11, "Leases."
We concluded that certain components contained within the Master Leases and the Morgantown Lease are required to be accounted for as financing obligations on our Consolidated Balance Sheets in accordance with ASC 842, as control of the underlying assets were not considered to have transferred from the Company.
Operating and Finance Leases: The Company determines if a contract is or contains a leasing element at contract inception or the date in which a modification of an existing contract occurs. In order for a contract to be considered a lease, the contract must transfer the right to control the use of an identified asset for a period of time in exchange for consideration. Control is determined to have occurred if the lessee has the right to (i) obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii) direct the use of the identified asset.
In accordance with ASC 842, we elected the following policies: (a) to account for lease and non-lease components as a single component for all classes of underlying assets and (b) to not recognize short-term leases (i.e., leases that are less than 12 months and do not contain purchase options) within the Consolidated Balance Sheets, with the expense related to these short-term leases recorded in total operating expenses within the Consolidated Statements of Operations.
The Company has leasing arrangements that contain both lease and non-lease components. We account for both the lease and non-lease components as a single component for all classes of underlying assets. In determining the present value of lease payments at lease commencement date, the Company utilizes its incremental borrowing rate based on the information available, unless the rate implicit in the lease is readily determinable. The liability for operating and finance leases is based on the present value of future lease payments. Operating lease expenses are primarily recorded as rent expense, which are included within "General and administrative" within the Consolidated Statements of Operations and presented as operating cash outflows within the Consolidated Statements of Cash Flows. Finance lease expenses are recorded as depreciation expense, which is included within "Depreciation and amortization" and "Interest expense, net" within the Consolidated Statements of Operations over the lease term. Principal payments associated with finance leases are presented as financing cash outflows and interest payments associated with finance leases are presented as operating cash outflows within our Consolidated Statements of Cash Flows.
ROU assets are monitored for potential impairment similar to the Company's property and equipment, using the impairment model in ASC 360, "Property, Plant and Equipment." If the Company determines the carrying amount of a ROU asset is not recoverable, it would recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value.
Debt Discount and Debt Issuance Costs: Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness. These costs are classified as a direct reduction of long-term debt within the Company's Consolidated Balance Sheets.
Self-Insurance Reserves: The Company is self-insured for employee health coverage, general liability and workers' compensation up to certain stop-loss amounts (for general liability and workers' compensation). We use a reserve method for each reported claim plus an allowance for claims incurred but not yet reported to a fully-developed claims reserve method based on an actuarial computation of ultimate liability. Self-insurance reserves are included in "Accrued expenses and other current liabilities" within the Company's Consolidated Balance Sheets.
Contingent Purchase Price: The consideration for the Company's acquisitions may include future payments that are contingent upon the occurrence of a particular event. We record an obligation for such contingent payments at fair value as of the acquisition date. We revalue our contingent purchase price obligations each reporting period. Changes in the fair value of the contingent purchase price obligation can result from changes to one or multiple inputs, including adjustments to the discount rate and changes in the assumed probabilities of successful achievement of certain financial targets. The changes in the fair value of contingent purchase price are recognized within our Consolidated Statements of Operations as a component of "General and administrative" expense.
Income Taxes: Under ASC 740, "Income Taxes" ("ASC 740"), deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC 740 also
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requires that deferred tax assets be reduced by a valuation allowance if it is more-likely-than-not (a greater than 50% probability) that some portion or all of the deferred tax assets will not be realized.
The realizability of the net deferred tax assets is evaluated quarterly by assessing the valuation allowance and by adjusting the amount of the allowance, if necessary. The Company considers all available positive and negative evidence including projected future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The evaluation of both positive and negative evidence is a requirement pursuant to ASC 740 in determining more-likely-than-not the net deferred tax assets will be realized. In the event the Company determines that the deferred tax assets would be realized in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded, which would reduce the provision for income taxes.
ASC 740 also creates a single model to address uncertainty in tax positions and clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise's financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. See Note 13, "Income Taxes."
Revenue Recognition: Our revenue from contracts with customers consists primarily of gaming wagers, inclusive of sports betting and iCasino products, food and beverage transactions, hotel room sales, retail transactions, racing wagers, and third-party revenue sharing agreements. See Note 4, "Revenue Disaggregation" for information on our revenue by type and geographic location.
The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. The transaction price for food and beverage, hotel, and retail contracts is the net amount collected from the customer for such goods and services. Sales tax and other taxes collected on behalf of governmental authorities are accounted for on the net basis and are not included in revenues or expenses. The transaction price for our racing operations, inclusive of live racing events conducted at our racing facilities and our import and export arrangements, is the commission received from the pari-mutuel pool less contractual fees and obligations primarily consisting of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to the racing operations. The transaction price for our management service contracts is the amount collected for services rendered in accordance with the contractual terms.
Gaming revenue contracts involve two performance obligations for those customers earning points under our PENN Play program and a single performance obligation for customers that do not participate in the PENN Play program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as opposed to an individual wagering contract. For purposes of allocating the transaction price in a gaming contract between the wagering performance obligation and the obligation associated with the loyalty points earned, we allocate an amount to the loyalty point contract liability based on the standalone selling price ("SSP") of the points earned, which is determined by the value of a point that can be redeemed for slot play and complimentaries such as, food and beverage at our restaurants, Choice Privilege points, Ticketmaster tickets, lodging at our hotels, and products offered at our PENN Play mall and retail stores, less estimated breakage. The allocated revenue for gaming wagers is recognized at the conclusion of each wager or wagering game hand. The liability associated with the loyalty points is deferred and recognized as revenue when the customer redeems the loyalty points for slot play and complimentaries and such goods and services are delivered to the customer.
Food and beverage, hotel, and retail services have been determined to be separate, standalone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel or when the delivery is made for the food and beverage or retail product. Cancellation fees for hotel and meeting space services are recognized upon cancellation by the customer and are included in food, beverage, hotel, and other revenue within our Consolidated Statements of Operations.
Racing revenue contracts, inclusive of our (i) host racing facilities, (ii) import arrangements that permit us to simulcast in live racing events occurring at other racetracks, and (iii) export arrangements that permit our live racing events to be simulcast at other racetracks, provide access to and the processing of wagers into the pari-mutuel pool. The Company has concluded it is not the controlling entity to the arrangement, but rather functions as an agent to the pari-mutuel pool. Commissions earned from the pari-mutuel pool less contractual fees and obligations are recognized on a net basis, which is included within food, beverage, hotel, and other revenues within our Consolidated Statements of Operations.
Management services have been determined to be separate, standalone performance obligations and the transaction price for such contracts are recorded as services are performed. The Company records revenues on a monthly basis calculated by applying the contractual rate called for in the contracts.
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In addition to sports betting and iCasino revenues, PENN Interactive generates in-app purchase and advertising revenues from free-to-play social casino games, which can be downloaded to mobile phones and tablets from digital storefronts. Players can purchase virtual playing credits within our social casino games, which allows for increased playing opportunities and functionality. PENN Interactive records deferred revenue from the sale of virtual playing credits and recognizes this revenue over the average redemption period of the credits, which is generally one day. Advertising revenues are recognized in the period when the advertising impression, click, or install delivery occurs.
PENN Interactive also enters into multi-year agreements with sports betting operators for online sports betting and iCasino market access (“Skins”) across our portfolio, of which the Company generally receives upfront (i) cash or (ii) cash and equity securities. Additionally, in consideration for the use of each Skin, the Company receives a monthly revenue share amount of the revenues earned by the operators less contractual fees and obligations primarily consisting of taxes, promotional credits, data fees and player costs.
The market access provided to operators by jurisdiction and by activity represent separate performance obligations. The transaction price includes fixed fees for access to certain geographic markets and variable consideration in the form of a monthly revenue share, annual minimum guarantee amounts, and reimbursements for out-of-pocket expenses including jurisdictional gaming taxes. The upfront and fixed access fees relate solely to distinct markets and are allocated to the performance obligations specific to those markets. Market access fees are recognized as revenue over the term of the related market access agreement which commences upon the online launch of the activity by the third-party operator. Monthly revenue share and annual minimum guarantee variable consideration relate directly to the Company’s efforts to satisfy each individual performance obligation and, as such, is allocated to each performance obligation. Revenues from monthly revenue shares are recognized in the period in which the revenue was earned by our third-party operators. Minimum guarantee revenue is deferred at the end of the period in which it relates and subsequently recognized as revenue over the remaining term of the market access agreement. The Company also recognizes revenue for reimbursements of certain out-of-pocket expenses, including license fees and jurisdictional gaming taxes. The Company has elected the “right to invoice” practical expedient and recognizes revenue upon incurring reimbursable costs, as appropriate.
Complimentaries Associated with Gaming Contracts
Food, beverage, hotel, and other services furnished to patrons for free as an inducement to gamble at our retail properties or through the redemption of our customers’ loyalty points are recorded as “Food, beverage, hotel, and other” revenues at their estimated standalone selling prices, with an offset recorded as a reduction to “Gaming” revenues. The cost of providing complimentary goods and services to patrons as an inducement to gamble as well as for the fulfillment of our loyalty point obligation is included in “Food, beverage, hotel, and other” expenses. Revenues recorded to “Food, beverage, hotel, and other” and offset to “Gaming” revenues were as follows:
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Food and beverage | $ 224.6 | $ 215.5 | $ 209.5 |
| Hotel | 139.8 | 139.0 | 138.3 |
| Other | 9.3 | 12.4 | 12.3 |
| Total complimentaries associated with gaming contracts | $ 373.7 | $ 366.9 | $ 360.1 |
Additionally, the Company provides discretionary complimentaries in the form of online casino gaming slots and table games and online sports betting free play bonuses. Free play bonuses provided to patrons indirectly contribute to the gaming revenue earned by the Company and are recorded as a reduction of “Gaming” revenues.
Customer-related Liabilities
The Company has three general types of liabilities related to contracts with customers: (i) the obligation associated with its PENN Play program (loyalty points and tier status benefits), (ii) advance payments on goods and services yet to be provided and for unpaid wagers, and (iii) deferred revenue associated with third-party online sports betting and/or iCasino for online sports betting and iCasino market access.
Our PENN Play program connects the Company’s brands under one loyalty program and allows members to earn loyalty points, or “PENN Cash,” redeemable for slot play and complimentaries, such as food and beverage at our restaurants, lodging at our hotels, the PENN Play redemption marketplace that features popular retailers, and products offered at our retail stores across the vast majority of our properties. In addition, members of the PENN Play program earn credit toward tier status, which entitles them to receive certain other benefits, such as priority access, discounts, gifts, trips to PENN destinations, partner
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experiences, and PENN Cash. The obligation associated with our PENN Play program, which is included in “Accrued expenses and other current liabilities” within our Consolidated Balance Sheets, was $29.7 million and $33.1 million as of December 31, 2024 and 2023, respectively, and consisted principally of the obligation associated with the loyalty points. Our loyalty point obligations are generally settled within six months of issuance. Changes between the opening and closing balances primarily relate to the timing of our customers’ election to redeem loyalty points as well as the timing of when our customers receive their earned tier status benefits.
The Company’s advance payments on goods and services yet to be provided and for unpaid wagers primarily consist of the following: (i) deposits on rooms and convention space, (ii) money deposited on behalf of a customer in advance of their property visit (referred to as “safekeeping” or “front money”), (iii) money deposited in an online wallet not yet wagered, (iv) money deposited in an online wallet for pending and concluded wagers not yet withdrawn, (v) outstanding tickets generated by slot machine play, sports betting, or pari-mutuel wagering, (vi) outstanding chip liabilities, (vii) unclaimed jackpots, and (viii) gift cards redeemable at our properties. Unpaid wagers generally represent obligations stemming from prior wagering events, of which revenue was previously recognized. The Company’s advance payments on goods and services yet to be provided and for unpaid wagers were $151.4 million and $192.6 million as of December 31, 2024 and 2023, respectively, and are included in “Accrued expenses and other current liabilities” within our Consolidated Balance Sheets.
The Company’s deferred revenue is primarily related to PENN Interactive, our wholly-owned interactive division, which enters into multi-year agreements with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access across our portfolio of properties.
As of December 31, 2024, and 2023, our deferred revenue balance was $42.6 million and $39.0 million, respectively, the majority of which is included in “Other long-term liabilities” within our Consolidated Balance Sheets. During the years ended December 31, 2024, 2023, and 2022 we recognized revenue of $5.7 million, $21.6 million, and $10.7 million, respectively, that was included in the December 31, 2023, 2022, and 2021 deferred revenue balances.
Advertising: The Company expenses advertising costs the first time the advertising takes place or as incurred. Advertising expenses, which includes media marketing services and brand and other rights provided by ESPN pursuant to the Sportsbook Agreement (as defined in Note 4, “Revenue Disaggregation”), and other media placement costs and are primarily included in “Gaming” expenses within the Consolidated Statements of Operations, were $456.4 million, $173.3 million, and $94.8 million, for the years ended December 31, 2024, 2023, and 2022, respectively.
Gaming and Pari-mutuel Taxes: We are subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which we operate, as well as taxes on revenues derived from arrangements which allow for third-party online sports betting and/or iCasino partners to operate online sportsbooks and iCasinos under our gaming licenses. The Company primarily recognizes gaming and pari-mutuel tax expense based on the statutorily required percentage of revenue that is required to be paid to state, provincial and/or local jurisdictions in the states and provinces where or in which the wagering occurs. Also, included in gaming and pari-mutuel taxes are costs to support the operations of local regulatory authorities which some jurisdictions require us to pay. Gaming and pari-mutuel taxes are recorded in “Gaming” expenses or “Food, beverage, hotel, and other” expenses within the Consolidated Statements of Operations, and were $2.3 billion, $2.3 billion, and $2.2 billion for the years ended December 31, 2024, 2023, and 2022, 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 (loss). Revenues and expenses are translated at the average exchange rates during the year. Gains or losses resulting from foreign currency transactions are included in “Other” within our Consolidated Statements of Operations.
Comprehensive Income or Loss and Accumulated Other Comprehensive Income or Loss: Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity, or other comprehensive income (loss). The balance of accumulated other comprehensive loss consists of foreign currency translation adjustments and unrealized gains or losses on debt securities.
Stock-Based Compensation: The cost of employee services received in exchange for an award of equity instruments is based on the grant-date fair value of the award and the expense is recognized ratably over the requisite service period. The Company accounts for forfeitures in the period in which they occur based on actual amounts. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, which requires us to make assumptions, including the expected term, which is based on the contractual term of the stock option and historical exercise data of the Company’s employees; the risk-free interest rate, which is based on the U.S. Treasury spot rate with a term equal to the expected term assumed at the grant date; the expected volatility, which is estimated based on the historical volatility of the Company’s stock
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price over the expected term assumed at the grant date; and the expected dividend yield, which is zero since we have not historically paid dividends. See Note 15, "Stock-based Compensation."
Earnings or Loss Per Share: Basic earnings or loss per share ("EPS") is computed by dividing net income or loss applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution, if any, for all potentially-dilutive securities such as warrants, stock options, unvested restricted stock awards ("RSAs") and restricted stock units ("RSUs") (collectively with RSAs, "restricted stock"), outstanding convertible preferred stock, and convertible debt.
Holders of the Company's Series D Preferred Stock (as defined in Note 6, "Investments in and Advances to Unconsolidated Affiliates") were entitled to participate equally and ratably in all dividends and distributions paid to holders of PENN common stock irrespective of any vesting requirement. Accordingly, the Series D Preferred Stock shares were considered a participating security, and the Company was required to apply the two-class method to consider the impact of the preferred shares on the calculation of basic and diluted EPS. The previous holders of the Company's Series D Preferred Stock were not obligated to absorb losses; therefore, in reporting periods where the Company was in a net loss position, it did not apply the two-class method. In reporting periods where the Company was in a net income position, the two-class method was applied by allocating all earnings during the period to common shares and preferred shares. See Note 16, "Earnings (Loss) per Share" for more information. As discussed in Note 14, "Stockholders' Equity," all remaining outstanding shares of Series D Preferred Stock were converted to common stock during the third quarter of 2023. There were no outstanding shares of Series D Preferred Stock as of December 31, 2024.
Guarantees and Indemnifications: The Company accounts for indemnity obligations in accordance with ASC Topic 460-20, "Contingencies" and records a liability at fair value. Pursuant to the Barstool SPA, the Company agreed to indemnify Barstool and its subsidiaries and David Portnoy for certain tax matters. The indemnity provisions generally provide for the Company's control of defense and settlement of claims, as well as certain other costs associated with potential tax matters related to Barstool and its subsidiaries and David Portnoy. Claims under the indemnification are paid upon demand. In the second quarter of 2024, the Company paid $30.5 million in settlement costs under this indemnification obligation. Provisions in the Barstool SPA limit the time within which an indemnification claim can be made to the later of the resolution of the indemnification claim or the relevant statutes of limitations. The maximum potential amount of future payments the Company could be required to make under this indemnification agreement is not estimable at this time due to uncertainties related to potential outcomes and other unique facts and circumstances involved in the Barstool SPA. As of December 31, 2024 and 2023, the Company has recorded liabilities of $39.5 million and $70.0 million for this agreement, respectively. See Note 5, "Acquisitions and Dispositions" and Note 18, "Fair Value Measurements." for more information.
Application of Business Combination Accounting: We utilize the acquisition method of accounting in accordance with ASC 805, "Business Combinations," which requires us to allocate the purchase price to tangible and identifiable intangible assets based on their fair values. The excess of the purchase price over the fair value ascribed to tangible and identifiable intangible assets is recorded as goodwill. If the fair value ascribed to tangible and identifiable intangible assets changes during the measurement period (due to additional information being available and related Company analysis), the measurement period adjustment is recognized in the reporting period in which the adjustment amount is determined and offset against goodwill. The measurement period for our acquisitions is no more than one year in duration. See Note 5, "Acquisitions and Dispositions."
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 6, "Investments in and Advances to Unconsolidated Affiliates."
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Note 3—New Accounting Pronouncements
Accounting Pronouncements Adopted
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 updates the requirements for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is considered an expense that is significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker, and included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. ASU 2023-07 required a retrospective adoption to all prior periods presented in the financial statements. The adoption of ASU 2023-07 resulted in additional disclosures in the notes to the Consolidated Financial Statements. See Note 17, “Segment Information.”
Accounting Pronouncements to be Implemented
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 updates the requirements for a public entity to enhance income tax disclosures to provide a better assessment on how an entity’s operations, related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The primary purpose of the new ASU 2023-09 is to enhance the transparency of income tax disclosures and we expect that any impact would be limited to additional disclosures in the notes to the Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 updates the requirements for a public entity to disclose additional information about specific expense categories in the notes to financial statements. ASU 2024-03 does not change or remove current expense disclosure requirements, however, it affects where this information appears in the notes to financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. We are conducting our assessment of the impact of the adoption of ASU 2024-03 and currently expect it to result in additional disclosures in the notes to the Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”). ASU 2024-04 clarifies the determination of accounting treatment required for settlement of convertible debt (particularly, cash convertible instruments) at terms that differ from the original conversion terms. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. The primary purpose of the new ASU 2024-04 is to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt—Debt with Conversion and Other Options. We are conducting our assessment of the impact of the adoption of ASU 2024-04 and currently do not expect it to have a material impact on our Consolidated Financial Statements.
Note 4—Revenue Disaggregation
Our revenues are generated principally by providing the following types of services: (i) gaming, inclusive of retail sports betting, iCasino, and online sports betting; (ii) food and beverage; (iii) hotel; and (iv) other. Other revenues are principally comprised of PENN Interactive’s revenues generated from third-party online sports betting and the related gross-up for taxes, racing operations, advertising, retail, and commissions received on ATM transactions. Our revenue is disaggregated by type of revenue and geographic location (with no single foreign country’s revenue representing more than 10% of total consolidated revenues) of the related properties, which is consistent with our reportable segments, as follows:
| (in millions) | For the year ended December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Northeast | South | West | Midwest | Interactive (1) | Other | Intersegment Eliminations (2) | Total | |
| Revenues: | ||||||||
| Gaming | $ 2,465.0 | $ 904.1 | $ 366.6 | $ 1,043.6 | $ 390.2 | $ — | $ — | $ 5,169.5 |
| Food and beverage | 147.8 | 132.7 | 73.9 | 62.3 | — | 3.5 | — | 420.2 |
| Hotel | 54.3 | 91.6 | 66.2 | 37.9 | — | — | — | 250.0 |
| Other | 88.6 | 40.6 | 18.6 | 28.4 | 569.7 | 16.1 | (23.6) | 738.4 |
| Total revenues | $ 2,755.7 | $ 1,169.0 | $ 525.3 | $ 1,172.2 | $ 959.9 | $ 19.6 | $ (23.6) | $ 6,578.1 |
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For the year ended December 31, 2023
| (in millions) | Northeast | South | West | Midwest | Interactive (1) | Other | Intersegment Eliminations (2) | Total |
|---|---|---|---|---|---|---|---|---|
| Revenues: | ||||||||
| Gaming | $ 2,451.4 | $ 950.3 | $ 376.5 | $ 1,046.5 | $ 81.1 | $ — | $ — | $ 4,905.8 |
| Food and beverage | 144.0 | 132.1 | 71.8 | 59.9 | — | 3.1 | — | 410.9 |
| Hotel | 55.3 | 93.7 | 61.0 | 37.3 | — | — | — | 247.3 |
| Other | 87.7 | 40.3 | 19.2 | 28.9 | 637.7 | 17.1 | (32.0) | 798.9 |
| Total revenues | $ 2,738.4 | $ 1,216.4 | $ 528.5 | $ 1,172.6 | $ 718.8 | $ 20.2 | $ (32.0) | $ 6,362.9 |
For the year ended December 31, 2022
| (in millions) | Northeast | South | West | Midwest | Interactive (1) | Other | Intersegment Eliminations (2) | Total |
|---|---|---|---|---|---|---|---|---|
| Revenues: | ||||||||
| Gaming | $ 2,434.0 | $ 1,050.7 | $ 387.6 | $ 1,045.9 | $ 283.5 | $ — | $ — | $ 5,201.7 |
| Food and beverage | 132.4 | 126.8 | 80.3 | 53.7 | — | 3.5 | — | 396.7 |
| Hotel | 43.4 | 96.3 | 89.0 | 33.3 | — | — | — | 262.0 |
| Other | 86.1 | 40.4 | 25.0 | 26.7 | 379.6 | 17.8 | (34.3) | 541.3 |
| Total revenues | $ 2,695.9 | $ 1,314.2 | $ 581.9 | $ 1,159.6 | $ 663.1 | $ 21.3 | $ (34.3) | $ 6,401.7 |
(1) Other revenues within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $435.6 million, $390.4 million, and $251.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. Additionally, due to the inclusion of Barstool operating results prior to the disposition on August 8, 2023, other revenues within the Interactive segment for the year ended December 31, 2023 included $105.8 million in advertising revenue and $29.8 million in retail revenue.
(2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive.
Note 5—Acquisitions and Dispositions
Tropicana Las Vegas
On January 11, 2022, PENN entered into a definitive purchase agreement to sell its outstanding equity interest in Tropicana Las Vegas Hotel and Casino, Inc. ("Tropicana"), which had the gaming license and operated the Tropicana, to Bally's Corporation. The transaction closed on September 26, 2022.
Barstool Acquisition and Disposition
On February 17, 2023, we acquired the remaining 64% of the outstanding shares of Barstool common stock not already owned by us for consideration of approximately $405.5 million, which is inclusive of cash and common stock issuance, repayment of Barstool indebtedness of $23.8 million, transaction expenses and other purchase price adjustments in accordance with GAAP (the "Barstool Acquisition"). Prior to the acquisition, we held a 36% ownership interest, which was accounted for under the equity method. At the closing of the Barstool Acquisition, we obtained 100% of the Barstool common stock, and determined the fair value of Barstool to be $660.0 million based on market participant assumptions, as discussed below. Upon the completion of the Barstool Acquisition, Barstool became an indirect wholly owned subsidiary of PENN. We issued 2,442,809 shares of our common stock to certain former stockholders of Barstool for the Barstool Acquisition (see Note 14, "Stockholders' Equity" for further information) and utilized $315.3 million of cash to complete the Barstool Acquisition, inclusive of transaction expenses and repayment of Barstool indebtedness.
The Company held 36% of the outstanding shares of Barstool common stock prior to the Barstool Acquisition and, as such, the acquisition date estimated fair value of this previously held investment was a component of the purchase consideration. Based on the acquisition date fair value of Barstool of $660.0 million and the carrying amount of this investment of $171.1 million, the Company recorded a gain of $66.5 million related to remeasurement of the equity investment immediately prior to the acquisition date, which is included in "Gain on Barstool Acquisition, net" within our Consolidated Statements of Operations. The Company also recorded a gain of $16.9 million related to the acquisition of the remaining 64% of Barstool common stock, which is included in "Gain on Barstool Acquisition, net" within our Consolidated Statements of Operations.
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The following table reflects the allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill, at the February 17, 2023 acquisition date.
| (in millions) | Fair value |
|---|---|
| Cash and cash equivalents | $ 10.1 |
| Accounts receivable | 44.8 |
| Inventory | 25.2 |
| Other current assets | 5.0 |
| Lease right-of-use assets | 13.5 |
| Property and equipment | 3.8 |
| Goodwill | 231.9 |
| Other intangible assets | |
| Barstool tradename | 420.0 |
| Advertising relationships | 32.0 |
| Other tradenames and brands | 29.0 |
| Customer relationships | 11.0 |
| Other long-term assets | 18.7 |
| Total assets | $ 845.0 |
| Accounts payable, accrued expenses and other current liabilities | $ 38.7 |
| Deferred income taxes | 115.9 |
| Other long-term liabilities | 30.4 |
| Total liabilities | 185.0 |
| Net assets acquired | $ 660.0 |
The Company used the income, or cost approach 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.
Acquired identifiable intangible assets consisted of the Barstool tradename, advertising relationships, other tradenames and brands, and customer relationships. The Barstool tradename was determined to be an indefinite-lived intangible asset. All other intangible assets were determined to be definite-lived with assigned useful lives primarily ranging from 2-5 years.
Goodwill, none of which was deductible for tax purposes, represented approximately $35.1\%$ of the net assets acquired and was allocated to the Company's Interactive segment. Goodwill was primarily attributable to synergies and cross selling opportunities to Barstool's existing customer base.
The following valuation approaches were utilized to determine the fair value of each intangible asset at the February 17, 2023 acquisition date:
| Intangible Asset | Valuation Approach |
|---|---|
| Barstool tradename | Relief-from-royalty (variation of income approach) |
| Advertising relationships | With-and-without (variation of income approach) |
| Other tradenames and brands | Relief-from-royalty (variation of income approach) |
| Customer relationships | Replacement cost |
Barstool's revenue and net loss were included in our results for the period beginning February 17, 2023 through August 7, 2023, the day prior to the Barstool SPA, as described below. Barstool's revenue and net loss for the period beginning February 17, 2023 through August 7, 2023, included in the Consolidated Statements of Operations, were $99.2 million and $23.9 million, respectively.
On August 8, 2023, PENN entered into a Sportsbook Agreement (the "Sportsbook Agreement") with ESPN, which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States.
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Pursuant to the Sportsbook Agreement, PENN rebranded the existing Barstool Sportsbook across all online platforms in the United States as ESPN BET (the "Sportsbook") and oversees daily operations of the Sportsbook. See Note 12, "Commitments and Contingencies" for more information related to the Sportsbook Agreement.
In connection with PENN's decision to rebrand our online sports betting business from Barstool Sportsbook to ESPN BET pursuant to the Sportsbook Agreement as discussed above, PENN entered into the Barstool SPA with David Portnoy on August 8, 2023. Pursuant to the Barstool SPA, PENN sold 100% of the outstanding shares of Barstool to David Portnoy in exchange for nominal cash consideration and certain non-compete and other restrictive covenants. Pursuant to the Barstool SPA, PENN has the right to receive 50% of the gross proceeds received by David Portnoy in any subsequent sale or other monetization event of Barstool.
On August 8, 2023, the Company's Board of Directors approved the sale of Barstool to David Portnoy, and we classified the assets and liabilities to be disposed of as held-for-sale. These assets and liabilities were measured at the lower of (i) the carrying value when we classified the disposal group as held-for-sale or (ii) the fair value of the disposal group, less costs to sell. The Company recognized a pre-tax loss on disposal of $923.2 million (inclusive of $714.8 million in goodwill and intangible assets write offs and a $70.0 million indemnification liability discussed below) during the third quarter of 2023, included in "Loss on disposal of Barstool" within our Consolidated Statements of Operations. Pursuant to the Barstool SPA, PENN will indemnify Barstool and its subsidiaries and David Portnoy for certain tax matters. Liabilities associated with the indemnification of $35.0 million were recorded in "Accrued expenses and other current liabilities" and $35.0 million were recorded in "Other long-term liabilities" within our Consolidated Balance Sheets as of December 31, 2023. The indemnity provisions generally provide for the Company's control of defense and settlement of claims, as well as certain other costs, associated with potential tax matters related to Barstool and its subsidiaries and David Portnoy. Claims under the indemnification are paid upon demand. Provisions in the Barstool SPA limit the time within which an indemnification claim can be made to the later of the resolution of the indemnification claim or the relevant statutes of limitations. In the second quarter of 2024, the Company paid $30.5 million in settlement costs under this indemnification obligation. The maximum potential amount of future payments the Company could be required to make under this indemnification agreement is not estimable at this time due to uncertainties related to potential outcomes and other unique facts and circumstances involved in the Barstool SPA.
For information on the tax-related impacts from the Barstool transactions, see Note 13, "Income Taxes."
The following table reflects the major classes of assets and liabilities disposed of pursuant to the Barstool SPA, which were part of the Interactive segment:
| (in millions) | August 8, 2023 |
|---|---|
| Current assets | |
| Cash and cash equivalents | $ 50.9 |
| Accounts receivable, net | 53.5 |
| Inventory, net | 21.9 |
| Other current assets | 6.4 |
| Total current assets | 132.7 |
| Property and equipment, net | 8.8 |
| Goodwill | 231.9 |
| Other intangible assets, net | 482.9 |
| Lease right-of-use assets | 21.4 |
| Other assets | 21.0 |
| Total assets | $ 898.7 |
| Current liabilities | |
| Accounts payable | $ 11.1 |
| Accrued expenses and other current liabilities | 23.1 |
| Total current liabilities | 34.2 |
| Other long-term liabilities | 19.9 |
| Total liabilities | $ 54.1 |
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Note 6—Investments in and Advances to Unconsolidated Affiliates
Investment in Barstool
In February 2020, we closed on our investment in Barstool pursuant to a stock purchase agreement with Barstool and certain stockholders of Barstool, in which we purchased 36% (inclusive of 1% on a delayed basis) of the common stock, par value $0.0001 per share, of Barstool 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, in which we issued 883 shares of Series D Preferred Stock, par value $0.01 (the “Series D Preferred Stock”), to certain individual stockholders affiliated with Barstool. With respect to the remaining Barstool shares, we had immediately exercisable call rights and the existing Barstool stockholders had put rights, exercisable beginning three years after closing. Pursuant to the Barstool SPA, on August 11, 2023, all remaining outstanding shares of Series D Preferred Stock were converted to common stock. See Note 14, “Stockholders’ Equity” for further information.
Prior to the acquisition of the remaining Barstool shares (which occurred on February 17, 2023 as discussed in Note 5, “Acquisitions and Dispositions”), the Company determined that it did not qualify as the primary beneficiary of Barstool either at the commencement date of its investment or for subsequent periods prior to the acquisition, primarily as a result of the Company not having the power to direct the activities of the VIE that most significantly affect Barstool’s performance. Therefore, the Company did not consolidate the financial position nor the results of operations of Barstool and we recorded our proportionate share of Barstool’s net income or loss one quarter in arrears during the year ended December 31, 2022 and during the period January 1, 2023 through February 16, 2023.
Kansas Joint Venture
As of December 31, 2024 and 2023, our investment in Kansas Entertainment was $80.9 million and $80.8 million, respectively. During the years ended December 31, 2024, 2023, and 2022, the Company received distributions from Kansas Entertainment totaling $33.4 million, $33.3 million, and $33.8 million, respectively. The Company deems these distributions to be returns on its investment based on the source of those cash flows from the normal business operations of Kansas Entertainment.
The Company has determined that Kansas Entertainment does not qualify as a VIE. Using the guidance for entities that are not VIEs, the Company determined that it did not have a controlling financial interest in the joint venture, primarily as it did not have the ability to direct the activities of the joint venture that most significantly impacted the joint venture’s economic performance without the input of NASCAR. Therefore, the Company did not consolidate the financial position of Kansas Entertainment as of December 31, 2024 and 2023, nor the results of operations for the years ended December 31, 2024, 2023, and 2022.
The following table provides summarized balance sheet and results of operations information related to Kansas Entertainment and our share of income from unconsolidated affiliates from our investment in Kansas Entertainment:
| December 31, | ||
|---|---|---|
| (in millions) | 2024 | 2023 |
| Current assets | $ 24.1 | $ 24.1 |
| Long-term assets | $ 139.5 | $ 144.0 |
| Current liabilities | $ 16.2 | $ 21.0 |
| For the year ended December 31, | ||
| --- | --- | --- |
| (in millions) | 2024 | 2023 |
| Revenues | $ 175.9 | $ 170.8 |
| Operating expenses | 109.1 | 105.6 |
| Operating income | 66.8 | 65.2 |
| Net income | $ 66.9 | $ 65.2 |
| Net income attributable to PENN Entertainment, Inc. | $ 33.5 | $ 32.6 |
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Note 7—Property and Equipment
Property and equipment, net, consisted of the following:
| December 31, | ||
|---|---|---|
| (in millions) | 2024 | 2023 |
| Property and equipment - Not Subject to Master Leases | ||
| Land and improvements | $ 125.5 | $ 137.2 |
| Building, vessels, and improvements | 323.4 | 323.2 |
| Furniture, fixtures, and equipment | 1,852.9 | 1,846.3 |
| Leasehold improvements | 584.4 | 521.2 |
| Construction in progress | 491.4 | 172.8 |
| 3,377.6 | 3,000.7 | |
| Less: Accumulated depreciation | (1,900.3) | (1,813.7) |
| 1,477.3 | 1,187.0 | |
| Property and equipment - Subject to Master Leases | ||
| Land and improvements | 1,427.1 | 1,427.1 |
| Building, vessels, and improvements | 1,591.3 | 1,591.3 |
| 3,018.4 | 3,018.4 | |
| Less: Accumulated depreciation | (790.7) | (691.4) |
| 2,227.7 | 2,327.0 | |
| Property and equipment, net | $ 3,705.0 | $ 3,514.0 |
Depreciation expense was as follows:
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Depreciation expense(1) | $ 293.9 | $ 288.7 | $ 329.1 |
(1) During the years ended December 31, 2024, 2023, and 2022, we recorded depreciation expense of $99.3 million, $112.4 million, and $175.6 million, respectively, related to real estate assets subject to our Master Leases.
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Note 8—Goodwill and Other Intangible Assets
A reconciliation of goodwill and accumulated goodwill impairment losses, by reportable segment, is as follows:
| (in millions) | Northeast | South | West | Midwest | Interactive | Other | Total |
|---|---|---|---|---|---|---|---|
| Balance as of January 1, 2023 | |||||||
| Goodwill, gross | $ 923.5 | $ 236.6 | $ 216.8 | $ 1,116.7 | $ 1,628.4 | $ 87.7 | $ 4,209.7 |
| Accumulated goodwill impairment losses | (798.8) | (61.0) | (16.6) | (556.1) | — | (87.7) | (1,520.2) |
| Goodwill, net | $ 124.7 | $ 175.6 | $ 200.2 | $ 560.6 | $ 1,628.4 | $ — | $ 2,689.5 |
| Goodwill acquired during year | — | — | — | — | 231.9 | — | 231.9 |
| Goodwill disposed of during the year | — | — | — | — | (231.9) | — | (231.9) |
| Effect of foreign currency exchange rates | — | — | — | — | 35.6 | — | 35.6 |
| Impairment losses during year | (30.0) | — | — | — | — | — | (30.0) |
| Balance as of December 31, 2023 | |||||||
| Goodwill, gross | $ 923.5 | $ 236.6 | $ 216.8 | $ 1,116.7 | $ 1,664.0 | $ 87.7 | $ 4,245.3 |
| Accumulated goodwill impairment losses | (828.8) | (61.0) | (16.6) | (556.1) | — | (87.7) | (1,550.2) |
| Goodwill, net | $ 94.7 | $ 175.6 | $ 200.2 | $ 560.6 | $ 1,664.0 | $ — | $ 2,695.1 |
| Effect of foreign currency exchange rates | — | — | — | — | (119.7) | — | (119.7) |
| Impairment losses during year | — | (6.1) | — | (6.2) | — | — | (12.3) |
| Balance as of December 31, 2024 | |||||||
| Goodwill, gross | $ 923.5 | $ 236.6 | $ 216.8 | $ 1,116.7 | $ 1,544.3 | $ 87.7 | $ 4,125.6 |
| Accumulated goodwill impairment losses | (828.8) | (67.1) | (16.6) | (562.3) | — | (87.7) | (1,562.5) |
| Goodwill, net | $ 94.7 | $ 169.5 | $ 200.2 | $ 554.4 | $ 1,544.3 | $ — | $ 2,563.1 |
During the year ended December 31, 2023, in connection with the Barstool SPA, we recorded a pre-tax loss on disposal of $923.2 million, inclusive of a goodwill write-off of $231.9 million as well as trademarks and other intangible assets write-offs of $482.9 million, all within our Interactive segment. See Note 5, "Acquisitions and Dispositions."
Annual Assessments for Impairment
| (in millions) | For the year ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||
| Goodwill | Gaming Licenses | Trademarks | Goodwill | Gaming Licenses | Goodwill | Gaming Licenses | |
| Segment: | |||||||
| Northeast | — | 66.0 | 1.0 | 30.0 | 100.6 | 37.4 | 79.0 |
| South | 6.1 | 3.3 | 6.5 | — | — | — | — |
| Midwest | 6.2 | — | — | — | — | — | — |
| Total: | $ 12.3 | $ 69.3 | $ 7.5 | $ 30.0 | $ 100.6 | $ 37.4 | $ 79.0 |
In 2024, we recorded impairment charges totaling $12.3 million in our South and Midwest segments due to increased competition that led to slight reductions in long-term cash flow projections at certain of our properties. In 2023 and 2022, we recorded impairment charges of $30.0 million and $37.4 million, respectively, at our Hollywood Casino Greektown ("Greektown") reporting unit due to continued economic challenges in the region in which it operates, as well as the majority of the hotel being out of service in 2022 for longer than anticipated during renovations caused by water damage. The estimated fair value of the reporting units was determined through a combination of a discounted cash flow model and a market-based approach, which utilized Level 3 inputs.
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In 2024, 2023, and 2022, we recorded impairment charges of $69.3 million, $100.6 million, and $79.0 million, respectively, on our gaming licenses, primarily in our Northeast region. A former expansion of legislation in the market and increased supply resulted in reductions in long-term cash flow projections for certain of our properties, resulting in impairment of gaming licenses. The estimated fair values of the gaming licenses were determined by using a discounted cash flow model, which utilized Level 3 inputs.
In 2024, we recorded impairment charges of $7.5 million to our trademarks for one property each in our Northeast and South segments due to reductions in long-term projections as a result of increased competition. The estimated fair values of trademarks were determined by using discounted cash flow models, which utilized Level 3 inputs.
Impairment on goodwill, gaming licenses, and trademarks are recorded to “Impairment losses” within our Consolidated Statement of Operations.
Carrying Values of Goodwill and Other Intangible Assets
As of October 1, 2024, the date of the most recent annual impairment test, four reporting units had negative carrying amounts. The amount of goodwill at these reporting units was as follows (in millions):
| Northeast segment | |
|---|---|
| Plainridge Park Casino | $ 6.3 |
| South segment | |
| Ameristar Vicksburg | $ 19.5 |
| West segment | |
| Cactus Petes and Horseshu | $ 10.2 |
| 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:
| (in millions) | December 31, 2024 | December 31, 2023 | ||||
|---|---|---|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |
| Indefinite-lived intangible assets | ||||||
| Gaming licenses | $ 1,064.9 | $ — | $ 1,064.9 | $ 1,107.2 | $ — | $ 1,107.2 |
| Trademarks | 319.5 | — | 319.5 | 334.4 | — | 334.4 |
| Other | 0.6 | — | 0.6 | 0.7 | — | 0.7 |
| Amortizing intangible assets | ||||||
| Customer relationships | 111.6 | (106.6) | 5.0 | 112.1 | (103.7) | 8.4 |
| Technology | 303.0 | (184.9) | 118.1 | 286.0 | (132.3) | 153.7 |
| Other | 40.1 | (18.3) | 21.8 | 29.0 | (15.2) | 13.8 |
| Total other intangible assets, net | $ 1,839.7 | $ (309.8) | $ 1,529.9 | $ 1,869.4 | $ (251.2) | $ 1,618.2 |
During the year ended December 31, 2024, we acquired a gaming license for operating online sports wagering in the state of New York, which was recorded to “Gaming licenses” at its fair value of $25.0 million.
During the year ended December 31, 2023, in connection with the Barstool SPA, we recorded a pre-tax loss on disposal of $923.2 million, inclusive of trademarks and other intangible assets write-offs of $482.9 million in our Interactive segment. See Note 5, “Acquisitions and Dispositions.”
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Amortization expense related to our amortizing intangible assets was $49.9 million, $58.8 million, and $56.7 million for the years ended December 31, 2024, 2023, and 2022, respectively. The following table presents the estimated amortization expense based on our amortizing intangible assets as of December 31, 2024 (in millions):
Years ending December 31:
| 2025 | $ 55.5 |
|---|---|
| 2026 | 35.4 |
| 2027 | 24.4 |
| 2028 | 18.3 |
| 2029 | 2.7 |
| Thereafter | 8.6 |
| Total | $ 144.9 |
Note 9—Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
| December 31, | ||
|---|---|---|
| (in millions) | 2024 | 2023 |
| Accrued salaries and wages | $ 141.3 | $ 156.6 |
| Accrued gaming, pari-mutuel, property, and other taxes | 120.2 | 135.0 |
| Accrued interest | 20.3 | 21.1 |
| Other accrued expenses (1) | 317.4 | 327.0 |
| Other current liabilities (2) | 308.1 | 382.2 |
| Accrued expenses and other current liabilities | $ 907.3 | $ 1,021.9 |
(1) For the years ended December 31, 2024 and 2023, the amounts include the obligation associated with the PENN Play program which are discussed in Note 2, "Significant Accounting Policies and Basis of Presentation." Additionally, amounts for the respective periods include $69.3 million and $60.8 million, respectively, related to the Company's accrued progressive jackpot liability.
(2) For the years ended December 31, 2024 and 2023, the amounts include $107.2 million and $87.7 million, respectively, related to the Company's non-qualified deferred compensation plan that covers management. Additionally, amounts for the respective periods include the current portion of advance payments on goods and services yet to be provided, such as deposits for hotel rooms, of $90.0 million and $127.0 million, respectively, and $56.5 million and $59.6 million, respectively, related to unpaid wagers. For further discussion related to advance payments on goods and services yet to be provided and unpaid wagers, refer to Note 2, "Significant Accounting Policies and Basis of Presentation." Amounts for the year ended December 31, 2023 also included $30.5 million related to the indemnification obligation discussed in Note 2, "Significant Accounting Policies and Basis of Presentation."
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Note 10—Long-term Debt
The table below presents long-term debt, net of current maturities, debt discounts, and issuance costs:
| December 31, | ||
|---|---|---|
| (in millions) | 2024 | 2023 |
| Senior Secured Credit Facilities: | ||
| Amended Revolving Credit Facility due 2027 | $ — | $ — |
| Amended Term Loan A Facility due 2027 | 481.3 | 508.8 |
| Amended Term Loan B Facility due 2029 | 975.0 | 985.0 |
| 5.625% Notes due 2027 | 400.0 | 400.0 |
| 4.125% Notes due 2029 | 400.0 | 400.0 |
| 2.75% Convertible Notes due 2026 | 330.5 | 330.5 |
| Other long-term obligations | 210.5 | 173.5 |
| 2,797.3 | 2,797.8 | |
| Less: Current maturities of long-term debt | (38.2) | (47.6) |
| Less: Debt discounts | (3.1) | (3.9) |
| Less: Debt issuance costs | (23.5) | (28.3) |
| $ 2,732.5 | $ 2,718.0 |
The following is a schedule of future minimum repayments of long-term debt as of December 31, 2024 (in millions):
Years ending December 31:
| 2025 | $ 38.2 |
|---|---|
| 2026 | 569.9 |
| 2027 | 837.0 |
| 2028 | 10.8 |
| 2029 | 1,335.8 |
| Thereafter | 5.6 |
| Total minimum payments | $ 2,797.3 |
Senior Secured Credit Facilities
In January 2017, the Company entered into an agreement to amend and restate its previous credit agreement, dated October 30, 2013, as amended (the "Credit Agreement"), which provided for: (i) a five-year $700 million revolving credit facility (the "Revolving Facility"); (ii) a five-year $300 million Term Loan A facility (the "Term Loan A Facility"); and (iii) a seven-year $500 million Term Loan B facility (the "Term Loan B Facility" and collectively with the Revolving Facility and the Term Loan A Facility, the "Senior Secured Credit Facilities").
On October 15, 2018, in connection with the acquisition of Pinnacle Entertainment, Inc. ("Pinnacle"), the Company entered into an incremental joinder agreement (the "Incremental Joinder"), which amended the Credit Agreement (the "Amended Credit Agreement"). The Incremental Joinder provided for an additional $430.2 million of incremental loans having the same terms as the existing Term Loan A Facility, with the exception of extending the maturity date, and an additional $1.1 billion of loans as a new tranche having new terms (the "Term Loan B-1 Facility"). With the exception of extending the maturity date, the Incremental Joinder did not impact the Revolving Facility.
On May 3, 2022, the Company entered into a Second Amended and Restated Credit Agreement with its various lenders (the "Second Amended and Restated Credit Agreement"). The Second Amended and Restated Credit Agreement provides for a $1.0 billion revolving credit facility, undrawn at close, (the "Amended Revolving Credit Facility"), a five-year $550.0 million term loan A facility (the "Amended Term Loan A Facility") and a seven-year $1.0 billion term loan B facility (the "Amended Term Loan B Facility" together, the "Amended Credit Facilities"). The proceeds from the Amended Credit Facilities were used to repay the existing Term Loan A Facility and Term Loan B-1 Facility balances. In connection with the repayment of the previous Senior Secured Credit Facilities, the Company recorded a $10.4 million loss on the early extinguishment of debt for the year ended December 31, 2022.
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The interest rates per annum applicable to loans under the Amended Credit Facilities are, at the Company’s option, equal to either an adjusted secured overnight financing rate (“Term SOFR”) or a base rate, plus an applicable margin. The applicable margin for each of the Amended Revolving Credit Facility and the Amended Term Loan A Facility ranges from 2.25% to 1.50% per annum for Term SOFR loans and 1.25% to 0.50% per annum for base rate loans, in each case depending on the Company’s total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement). The applicable margin for the Amended Term Loan B Facility was 2.75% per annum for Term SOFR loans and 1.75% per annum for base rate loans until the margins were both reduced by 25 basis points pursuant to the Second Amendment Agreement, as discussed and defined below, and effective December 4, 2024. The Amended Term Loan B Facility is subject to a Term SOFR “floor” of 0.50% per annum and a base rate “floor” of 1.50% per annum. In addition, the Company pays a commitment fee on the unused portion of the commitments under the Amended Revolving Credit Facility at a rate that ranges from 0.35% to 0.20% per annum, depending on the Company’s total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement).
The Amended Credit Facilities contain customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and certain of its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay dividends, and make other restricted payments and prepay certain indebtedness that is subordinated in right of payment to the obligations under the Amended Credit Facilities. The Amended Credit Facilities contain two financial covenants: a maximum total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 4.50 to 1.00, which is subject to a step up to 5.00 to 1.00 in the case of certain significant acquisitions, and a minimum interest coverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 2.00 to 1.00. The Amended Credit Facilities also contain certain customary affirmative covenants and events of default, including the occurrence of a change of control (as defined in the documents governing the Second Amended and Restated Credit Agreement), termination, and certain defaults under the Master Leases (which are defined in Note 11, “Leases”).
On February 15, 2024 (the “First Amendment Effective Date”), PENN entered into a First Amendment (the “First Amendment Agreement”) with its various lenders amending its Amended Credit Facilities (as amended, amended and restated, supplemented, or otherwise modified from time to time prior to the Amendment Effective Date, the “Existing Credit Agreement”). Pursuant to the First Amendment Agreement, during the period beginning on the First Amendment Effective Date and ending on the date the administrative agent received our compliance certificate for the quarter ending December 31, 2024 (the “Covenant Relief Period”), we made an adjustment to exclude specified amounts of Interactive segment Adjusted EBITDAR (as defined in Note 17, “Segment Information”) in our calculations to comply with the maximum total net leverage ratio or minimum interest coverage ratio (as such terms are defined in the Second Amended and Restated Credit Agreement). As of the issuance date of this report, the Covenant Relief Period has concluded, and we are now required to maintain the specified financial ratios and satisfy the financial tests under the Amended Credit Facilities, as described above.
On December 4, 2024 (the “Second Amendment Effective Date”), PENN entered into a Second Amendment (the “Second Amendment Agreement”) with its various lenders to reduce the interest rate margins applicable to the Company’s approximately $978 million in existing Term B Facility loans from 2.75% to 2.50% for Term SOFR loans, and from 1.75% to 1.50% for base rate loans.
As of December 31, 2024 and 2023, the Company had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $20.9 million and $21.7 million, respectively, resulting in $979.1 million and $978.3 million of available borrowing capacity under the Amended Revolving Credit Facility, respectively. As of the date of this filing, the Company had $40.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $939.1 million in available borrowing capacity.
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 semi-annually on January 15th and July 15th of each year. The 5.625% Notes are not guaranteed by any of the Company’s subsidiaries except in the event that the Company, in the future, issues certain subsidiary-guaranteed debt securities. The Company may redeem the 5.625% Notes at any time, beginning on or after January 15, 2022, at the declining redemption premiums set forth in the indenture governing the 5.625% Notes.
4.125% Senior Unsecured Notes
On July 1, 2021, the Company completed an offering of $400.0 million aggregate principal amount of 4.125% senior unsecured notes that mature on July 1, 2029 (the “4.125% Notes”). The 4.125% Notes were issued at par and interest is payable
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semi-annually on January 1st and July 1st of each year. The 4.125% Notes are not guaranteed by any of the Company’s subsidiaries except in the event that the Company, in the future, issues certain subsidiary-guaranteed debt securities. The Company may redeem the 4.125% Notes at any time on or after July 1, 2024, at the declining redemption premiums set forth in the indenture governing the 4.125% Notes, and, prior to July 1, 2024, at a “make-whole” redemption premium set forth in the indenture governing the 4.125% Notes.
2.75% Unsecured Convertible Notes
In May 2020, the Company completed a public offering of $330.5 million aggregate principal amount of 2.75% unsecured convertible notes (the “Convertible Notes”) that mature, unless earlier converted, redeemed or repurchased, on May 15, 2026 at a price of par. After lender fees and discounts, net proceeds received by the Company were $322.2 million. Interest on the Convertible Notes is payable on May 15th and November 15th of each year.
The Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion price of $23.40 per share, or 42.7350 shares, per $1,000 principal amount of notes, subject to adjustment if certain corporate events occur. However, in no event will the conversion exceed 55.5555 shares of common stock per $1,000 principal amount of notes. As of December 31, 2024, the maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes is 18,360,815 and the amount by which the Convertible Notes if-converted value exceeded its principal amount was $33.4 million.
Starting in the fourth quarter of 2020 and prior to February 15, 2026, at their election, holders of the Convertible Notes may convert outstanding notes if the trading price of the Company’s common stock exceeds 130% of the initial conversion price or, starting shortly after the issuance of the Convertible Notes, if the trading price per $1,000 principal amount of notes is less than 98% of the product of the trading price of the Company’s common stock and the conversion rate then in effect. The Convertible Notes may, at the Company’s election, be settled in cash, shares of common stock of the Company, or a combination thereof. Beginning November 20, 2023, the Company has the option to redeem the Convertible Notes, in whole or in part.
In addition, the Convertible Notes convert into shares of the Company’s common stock upon the occurrence of certain corporate events that constitute a fundamental change under the indenture governing the Convertible Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Convertible Notes in connection with such corporate events or during the relevant redemption period for such Convertible Notes.
As of December 31, 2024 and 2023, no Convertible Notes have been redeemed or converted into the Company’s common stock.
The Convertible Notes contain a cash conversion feature, and as a result, the Company separated it into liability and equity components. The Company valued the liability component based on its borrowing rate for a similar debt instrument that does not contain a conversion feature. The equity component, recognized as debt discount, was valued as the difference between the face value of the Convertible Notes and the fair value of the liability component. The equity component was valued at $91.8 million upon issuance of the Convertible Notes.
In connection with the Convertible Notes issuance, the Company incurred debt issuance costs of $10.2 million, which were allocated on a pro rata basis to the liability component and the equity component in the amounts of $6.6 million and $3.6 million, respectively.
On January 1, 2022, the Company adopted ASU 2020-06, which resulted in a reclassification of the $88.2 million cash conversion feature related to the Company’s Convertible Notes, from stockholders’ equity to liabilities as under ASU 2020-06, bifurcation for a cash conversion feature is no longer permitted. 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.
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The Convertible Notes consisted of the following components:
| December 31, | ||
|---|---|---|
| (in millions) | 2024 | 2023 |
| Liability: | ||
| Principal | $ 330.5 | $ 330.5 |
| Unamortized debt issuance costs | (2.6) | (4.4) |
| Net carrying amount | $ 327.9 | $ 326.1 |
Interest expense, net
The table below presents interest expense, net:
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Interest expense | $ 487.1 | $ 469.6 | $ 760.1 |
| Capitalized interest | (16.6) | (4.9) | (1.9) |
| Interest expense, net | $ 470.5 | $ 464.7 | $ 758.2 |
The table below presents interest expense related to the Convertible Notes:
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Coupon interest | $ 9.1 | $ 9.1 | $ 9.1 |
| Amortization of debt issuance costs | 1.8 | 1.7 | 1.7 |
| Convertible Notes interest expense | $ 10.9 | $ 10.8 | $ 10.8 |
Debt issuance costs are amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 3.329%. The remaining term of the Convertible Notes was 1.4 years as of December 31, 2024.
Covenants
Our Amended Credit Facilities, 5.625% Notes, and 4.125% Notes, require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests. In addition, our Amended Credit Facilities, 5.625% Notes, and 4.125% Notes, restrict, among other things, our ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities. Our debt agreements also contain customary events of default, including cross-default provisions that require us to meet certain requirements under the Master Leases (which are defined in Note 11, "Leases"), each with GLPI. If we are unable to meet our financial covenants or in the event of a cross-default, it could trigger an acceleration of payment terms.
As of December 31, 2024, the Company was in compliance with all required financial covenants. The Company believes that it will remain in compliance with all of its required financial covenants for at least the next 12 months following the date of filing this Annual Report on Form 10-K with the SEC.
Other Long-Term Obligation
In February 2021, we entered into a financing arrangement providing the Company with upfront cash proceeds while permitting us to participate in future proceeds on certain claims. The financing obligation has been classified as a non-current liability, which is expected to be settled in a future period of which the principal is contingent and predicated on other events. Consistent with an obligor's accounting under a debt instrument, period interest will be accreted using an effective interest rate of 27.0% and until such time that the claims and related obligation is settled. The amount included in interest expense related to this obligation was $47.1 million, $36.1 million, and $27.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. The balance of the financing obligation is $201.2 million and $154.1 million as of December 31, 2024 and 2023, respectively.
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Note 11—Leases
Master Leases
The components contained within the Master Leases are accounted for as either (i) operating leases, (ii) finance leases, or (iii) financing obligations. Changes to future lease payments that are not fixed within the Master Leases (i.e., when future escalators become known or future variable rent resets occur), which are discussed below, require the Company to either (i) increase both the 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. In addition, prior to the effective date of the AR PENN Master Lease (as defined and discussed below), monthly rent associated with Hollywood Casino Columbus (“Columbus”) and monthly rent in excess of the Hollywood Casino Toledo (“Toledo”) rent floor as contained within the PENN Master Lease (as defined and discussed below), were considered contingent rent.
AR PENN Master Lease
Prior to the effective date of the AR PENN Master Lease (as defined and discussed below), the Company leased real estate assets associated with 19 of the gaming facilities used in its operations via a triple net master lease with GLPI (the “PENN Master Lease”), which became effective November 1, 2013. The PENN Master Lease had 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.
On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the triple net master lease dated November 1, 2013 (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Columbus, Toledo, and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease). Subsequent to the execution of the AR PENN Master Lease, the lease contains real estate assets associated with 14 of the Company’s gaming facilities used in its operations. The current term of the AR PENN Master Lease expires on October 31, 2033 and thereafter contains three renewal terms of five years each on the same terms and conditions, exercisable at the Company’s option. The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.
The payment structure under the AR PENN Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2%, depending on the Adjusted Revenue to Rent Ratio (as defined in the AR PENN Master Lease) of 1.8:1, and a component that is based on performance, which is prospectively adjusted every five years by an amount equal to 4% of the average change in net revenues of all properties associated with the AR PENN Master Lease compared to a contractual baseline during the preceding five years (“AR PENN Percentage Rent”).
As a result of the annual escalator test, effective as of November 1 for the lease years ended October 31, the fixed components of rent and an additional ROU asset and corresponding lease liability were recognized as follows:
| (in millions) | 2024 | 2023 | 2022 (1) |
|---|---|---|---|
| Annual escalator | $ 4.2 | $ 4.2 | $ 5.7 |
| Operating ROU asset and lease liability recognized | $ 27.2 | $ 28.7 | $ 3.6 |
| Finance ROU asset and lease liability recognized | $ — | $ — | $ 44.8 |
(1) The annual escalator for the lease year ended October 31, 2022 was a part of the PENN Master Lease.
The next annual escalator test date is scheduled to occur on November 1, 2025.
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The AR PENN Percentage Rent most recently reset on November 1, 2023, and will be effective until the next AR PENN Percentage Rent reset, scheduled to occur on November 1, 2028. As a result of the AR PENN Percentage Rent resets for the lease years ended October 31, the performance-based component of rent and an additional ROU asset and corresponding lease liability were recognized as follows:
| (in millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Reduction to the performance-based component of rent | N/A | $ 4.4 | N/A |
| Operating ROU asset and lease liability recognized | N/A | $ 117.4 | N/A |
N/A – There were no AR PENN Percentage Rent resets scheduled for these periods, inclusive of the lease year ended October 31, 2022 of which performance-based rent was contained within the PENN Master Lease.
We concluded the execution of the AR PENN Master Lease constituted a modification event under ASC 842, which required us to reassess the classifications of the lease components and remeasure the associated lease liabilities. We concluded the lease term should end at the current lease expiration date of October 31, 2033 and the optional three renewal terms of five years each were not included in the lease term. The Company continues to evolve from a leading retail gaming operator to a leading provider of integrated entertainment, sports content, and casino gaming experiences. The execution of our omni-channel strategy continues to diversify our earning streams and precluded us from concluding all renewal periods were reasonably assured to be exercised.
As a result of the January 1, 2023 lease modification event, we concluded (i) the land components contained within the AR PENN Master Lease, which were previously primarily classified as finance leases, to be classified as operating leases, and (ii) control of the building assets have transferred from the Company to the lessor allowing for sale recognition in accordance with ASC 842 which results in the building components to be classified as operating leases. Prior to the January 1, 2023 lease modification event, control of substantially all of the building components were concluded not to have passed from the Company to the lessor in accordance with ASC 842 which required recognition of a financing obligation in accordance with ASC 470 and continued recognition of the underlying asset in "Property and equipment, net" within our Consolidated Balance Sheets. In conjunction with the sale recognition on the building components, we (i) derecognized $1.6 billion of financing obligations within our Consolidated Balance Sheets, offset to "Gain on REIT transactions, net" within our Statements of Operations; and (ii) derecognized $1.1 billion of "Property and equipment, net" associated with the building assets within our Consolidated Balance Sheets, offset to "Gain on REIT transactions, net" within our Consolidated Statements of Operations. As a result of our measurement of the associated operating lease liabilities, we recognized a reduction of the ROU assets and corresponding lease liabilities of $1.2 billion within our Consolidated Balance Sheets as of January 1, 2023. Lease components classified as an operating lease are recorded to "General and administrative" within our Consolidated Statements of Operations.
Prior to the effective date of the AR PENN Master Lease, monthly rent associated with Columbus and monthly rent in excess of the Toledo rent floor were variable and considered contingent rent. Expense related to operating lease components associated with Columbus and Toledo were included in "General and administrative" within our Consolidated Statements of Operations and the variable expense related to financing obligations and finance lease components were included in "Interest expense, net" within our Consolidated Statements of Operations. Total monthly variable expenses were as follows:
| For the year ended December 31, | |
|---|---|
| (in millions) | 2022 |
| Variable expenses included in “General and administrative” | $ 1.2 |
| Variable expenses included in “Interest expense, net” | 36.4 |
| Total variable expenses | $ 37.6 |
On January 14, 2022, the ninth amendment to the PENN Master Lease between the Company and GLPI became effective. The ninth amendment restated the definition of "Net Revenue" to clarify the inclusion of online-based revenues derived when a patron is physically present at a leased property, established a "floor" with respect to the PENN National Race Course Net Revenue amount used in the calculation of the annual rent escalator and PENN Percentage Rent, and modified the rent calculations upon a lease termination event as defined in the amendment.
We concluded the ninth amendment constituted a modification event under ASC 842, which required us to reassess the classifications of the lease components and remeasure the associated lease liabilities. As a result of our reassessment of the lease classifications, (i) the land components of substantially all of the PENN Master Lease properties, which were previously classified as operating leases, were then primarily classified as finance leases, and (ii) the land and building components associated with the operations of Hollywood Gaming at Dayton Raceway ("Dayton") and Hollywood Gaming at Mahoning
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Valley Race Course (“Mahoning Valley”), which were previously classified as finance leases, were then classified as operating leases. As a result of our measurement of the associated lease liabilities, we recognized additional ROU assets and corresponding lease liabilities of $455.4 million. The building components of substantially all of the PENN Master Lease properties continued to be classified as financing obligations.
2023 Master Lease
Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new triple net master lease (the "2023 Master Lease"), effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows ("Meadows"), and Hollywood Casino Perryville ("Perryville") and a master development agreement (the "Master Development Agreement"). The 2023 Master Lease has an initial term through October 31, 2033 with three subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company's option. The 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville. The 2023 Master Lease and AR PENN Master Lease are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.
The AR PENN Master Lease and the 2023 Master Lease are coterminous, as such consistent with the AR PENN Master Lease, we concluded the 2023 Master Lease term ends at the current lease expiration date of October 31, 2033 and does not include any of the remaining three renewal terms of five years each. (See the above lease term discussion associated with the AR PENN Master Lease.)
As a result of our lease classification assessment, we concluded all land and building components contained within the 2023 Master Lease to be operating leases. As a result of our measurement of the operating lease liabilities, we recognized ROU assets and corresponding lease liabilities of $1.8 billion. Additionally, the 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville, as such we (i) derecognized $171.9 million in ROU assets within our Consolidated Balance Sheets; (ii) derecognized $165.5 million in lease liabilities within our Consolidated Balance Sheets; and (iii) recognized a $6.5 million loss on the termination which is recorded in "Gain on REIT transactions, net" within our Consolidated Statements of Operations. Lease components classified as an operating lease are recorded to "General and administrative" within our Consolidated Statements of Operations.
The 2023 Master Lease includes a base rent (the "2023 Master Lease Base Rent") equal to $232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the "2023 Master Lease Rent") equal to (i) 7.75% of any project funding received by PENN from GLPI for an anticipated relocation of our riverboat casino and related developments with respect to Aurora (the "Aurora Project") and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet, Columbus, and M Resort (the "Other Development Projects" and together with the Aurora Project, the "PENN Development Projects"). The Master Development Agreement provides that GLPI will fund up to $225 million for the Aurora Project and, upon our request, up to $350 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement. These funding obligations of GLPI expire on January 1, 2026. The 2023 Master Lease Rent will be subject to a one-time increase of $1.4 million, effective November 1, 2027. The 2023 Master Lease Rent is subject to an annual fixed escalator rent increase of 1.5% which began on November 1, 2023 and will continue to increase annually thereafter. The Master Development Agreement provides that PENN may elect not to proceed with a development project prior to GLPI's commencement of any equity or debt offering or credit facility draw intended to fund such a project or after such time in certain instances, provided that GLPI will be reimbursed for all costs and expenses incurred in connection with such discontinued project. The PENN Development Projects are all subject to necessary regulatory and other government approvals.
Pinnacle Master Lease
In connection with the acquisition of Pinnacle on October 15, 2018, the Company assumed a triple net master lease with GLPI (the "Pinnacle Master Lease"), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations. Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods, on the same terms and conditions, exercisable at the Company's option. The Company has determined that the lease term is 32.5 years.
The payment structure under the Pinnacle Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2%, depending on the Adjusted Revenue to Rent Ratio (as defined in the Pinnacle Master Lease) of 1.8:1, and a component that is based on performance of the properties, which is prospectively adjusted every two years by an
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amount equal to 4% of the average change in net revenues compared to a contractual baseline during the preceding two years ("Pinnacle Percentage Rent").
As a result of the annual escalator test, effective as of May 1 for the lease years ended April 30, the fixed components of rent and an additional ROU asset and corresponding lease liability were recognized as follows:
| (in millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Annual escalator | $ 4.8 | $ 4.7 | $ 4.6 |
| Finance ROU asset and lease liability recognized | $ 33.4 | $ 33.3 | $ 33.2 |
The next annual escalator test date is scheduled to occur on May 1, 2025.
The Pinnacle Percentage Rent most recently reset on May 1, 2024, and will be effective until the next Pinnacle Percentage Rent reset, scheduled to occur on May 1, 2026. As a result of the Pinnacle Percentage Rent resets for the lease years ended April 30, the performance-based component of rent and an additional ROU asset and corresponding lease liability were recognized as follows:
| (in millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Increase to the performance-based component of rent | $ 3.8 | N/A | $ 1.9 |
| Finance ROU asset and lease liability recognized | $ 29.6 | N/A | $ 26.1 |
N/A – There was no Pinnacle Percentage Rent reset scheduled for this period.
On January 14, 2022, the fifth amendment to the Pinnacle Master Lease between the Company and GLPI became effective. The fifth amendment restates the definition of "Net Revenue" to clarify the inclusion of online-based revenues derived when a patron is physically present at a leased property and modifies the rent calculations upon a lease termination event as defined in the amendment.
We concluded the fifth amendment to the Pinnacle Master Lease constituted a modification event under ASC 842 (collectively with the ninth amendment to the PENN Master Lease, the "2022 Lease Modification"). As a result of the modification, the land components of substantially all of the Pinnacle Master Lease properties, which were previously classified as operating leases, were then primarily classified as finance leases. As a result of our measurement of the associated lease liabilities, we recognized additional ROU assets and corresponding lease liabilities of $937.6 million. The building components of substantially all of the Pinnacle Master Lease properties continue to be classified as financing obligations. Lease components classified as a finance lease are recorded to "Depreciation and amortization" and "Interest expense, net" within our Consolidated Statements of Operations. The Company recognizes interest expense on the lease payments related to the financing obligation under the effective yield method.
Other Triple Net Leases with REIT Landlords
Morgantown Lease
On October 1, 2020, the Company entered into an individual triple net lease with a subsidiary of GLPI for the land underlying our development project in Morgantown, Pennsylvania ("Morgantown Lease") in exchange for $30.0 million in rent credits.
The initial term of the Morgantown Lease is 20 years with six subsequent, five-year renewal periods, exercisable at the Company's option. Initial annual rent under the Morgantown Lease is $3.0 million, subject to a 1.50% fixed annual escalation in each of the first three years subsequent to the facility opening, which occurred on December 22, 2021. Thereafter, the lease will be subject to an annual escalator consisting of either (i) 1.25%, if the consumer price index increase is greater than 0.50%, or (ii) zero, if the consumer price index increase is less than 0.50%. All improvements made on the land, including the constructed building, will be owned by the Company while the lease is in effect, however, on the expiration or termination of the Morgantown Lease, ownership of all tenant improvements on the land will transfer to GLPI.
We concluded control of the land underlying the Morgantown facility was not passed from the Company to the lessor in accordance with ASC 842. As such we recognized a financing obligation in accordance with ASC 470 and continue to recognize the underlying land asset in "Property and equipment, net" within our Consolidated Balance Sheets. The Company recognizes interest expense on the lease payments related to the financing obligation under the effective yield method.
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Perryville Lease
In conjunction with the acquisition of the operations of Perryville on July 1, 2021, the Company entered into a triple net lease with GLPI for the real estate assets associated with the property (“Perryville Lease”) for initial annual rent of $7.8 million per year subject to escalation. The initial term of the Perryville Lease was 20 years with three subsequent, five-year renewal periods, exercisable at the Company’s option. The building portion of the annual rent was subject to a fixed annual escalation of 1.50% in each of the following three years, with subsequent annual escalations of either (i) 1.25%, if the consumer price index increase is greater than 0.50%, or (ii) zero, if the consumer price index increase is less than 0.50%. We determined the transaction to be a finance lease arrangement and upon execution of the Perryville Lease, recorded a $102.9 million ROU asset and a corresponding lease liability.
As discussed above, as a result of entering into the 2023 Master Lease, the Perryville Lease was terminated effective January 1, 2023.
Prior to the lease termination, the land and building components were classified as finance leases. Lease components classified as a finance lease were recorded to “Depreciation and amortization” and “Interest expense, net” within our Consolidated Statements of Operations.
Meadows Lease
In connection with the acquisition of Pinnacle, we assumed a triple net operating lease associated with the real estate assets at Meadows (“Meadows Lease”), originally effective September 9, 2016. Upon assumption of the Meadows Lease, there were eight years remaining of the initial ten-year term, with three subsequent, five-year renewal options followed by one four-year renewal option on the same terms and conditions, exercisable at the Company’s option. The payment structure under the Meadows Lease included a fixed component (“Meadows Base Rent”), which was subject to an annual escalator of up to 5% for the initial term or until the lease year in which Meadows Base Rent plus Meadows Percentage Rent (as defined below) was a total of $31.0 million, subject to certain adjustments, and up to 2% thereafter, subject to an Adjusted Revenue to Rent Ratio (as defined in the Meadows Lease) of 2.0:1. The “Meadows Percentage Rent” was based on performance, which was prospectively adjusted for the next two-year period equal to 4.0% of the average annual net revenues of the property during the trailing two-year period.
As discussed above, as a result of entering into the 2023 Master Lease, the Meadows Lease was terminated effective January 1, 2023.
Prior to the termination of the Meadows Lease, the land and building components were classified as operating leases. Lease components classified as an operating lease were recorded to “General and administrative” within our Consolidated Statements of Operations.
Margaritaville Lease
On January 1, 2019, the Company entered into an individual triple net lease with VICI Properties Inc. (NYSE: VICI) (“VICI”) for the real estate assets used in the operations of Margaritaville Resort Casino (the “Margaritaville Lease”). The Margaritaville Lease has an initial term of 15 years, with four subsequent five-year renewal options on the same terms and conditions, exercisable at the Company’s option. The payment structure under the Margaritaville Lease includes a fixed component, a portion that is subject to an annual escalator of up to 2% depending on a minimum coverage floor ratio of Net Revenue to Rent of 6.1:1, and a component that is based on performance, which is prospectively adjusted every two years by an amount equal to 4% of the average change in net revenues of the property compared to a contractual baseline during the preceding two years (“Margaritaville Percentage Rent”).
As a result of the annual escalator test, effective as of February 1 for the lease years ended January 31, the fixed components of rent and an additional ROU asset and corresponding lease liability were recognized as follows:
| (in millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Annual escalator | $ 0.4 | $ 0.4 | $ 0.4 |
| Operating ROU asset and lease liability recognized | $ 2.7 | $ 2.8 | $ 2.9 |
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The Margaritaville Percentage Rent most recently reset on February 1, 2023, and will be effective until the next Margaritaville Percentage Rent reset, scheduled to occur on February 1, 2025. As a result of the Margaritaville Percentage Rent resets for the lease years ended January 31, the performance-based component of rent and an additional ROU asset and corresponding lease liability were recognized as follows:
| (in millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Increase to the performance-based component of rent | N/A | $ 2.3 | N/A |
| Operating ROU asset and lease liability recognized | N/A | $ 9.8 | N/A |
N/A - There was no Margaritaville Percentage Rent reset scheduled for these periods.
Subsequent to year end, on February 1, 2025, the Margaritaville Lease annual escalator test resulted in an annual rent increase of $0.4 million and the recognition of an additional operating lease ROU asset and corresponding lease liability of $2.5 million. Additionally, the Margaritaville Percentage Rent reset resulted in an annual rent decrease of $0.4 million which will be in effect until the next Margaritaville Percentage Rent reset, scheduled to occur on February 1, 2027. Upon reset of the Margaritaville Percentage Rent, effective February 1, 2025, we recognized an additional operating lease ROU asset and corresponding lease liability of $9.0 million.
The land and building components contained within the Margaritaville Lease are classified as operating leases. Lease components classified as an operating lease are recorded to "General and administrative" within our Consolidated Statements of Operations.
Greektown Lease
On May 23, 2019, the Company entered into an individual triple net lease with VICI for the real estate assets used in the operations of Hollywood Casino at Greektown (the "Greektown Lease"). The Greektown Lease has an initial term of 15 years, with four subsequent five-year renewal options on the same terms and conditions, exercisable at the Company's option. The payment structure under the Greektown Lease includes a fixed component, a portion subject to an annual escalator of up to 2% initially determined based on an Adjusted Revenue to Rent ratio, as defined in the Greektown Lease, and subsequently amended to be determined based on an agreed upon minimum coverage floor ratio of Net Revenue to Rent, and a component that is based on performance, which is prospectively adjusted every two years by an amount equal to 4% of the average change in net revenues of the property compared to a contractual baseline during the preceding two years ("Greektown Percentage Rent").
On April 1, 2024, the lease was amended to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the ninth lease year (June 1, 2027). We did not incur an annual escalator for the lease years ended May 31, 2024, 2023, and 2022.
The Greektown Percentage Rent most recently reset on June 1, 2023, and will be effective until the next Greektown Percentage Rent reset, scheduled to occur on June 1, 2025. As a result of the Greektown Percentage Rent resets for the lease years ended May 31, the performance-based component of rent and an additional ROU asset and corresponding lease liability were recognized as follows:
| (in millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Increase to the performance-based component of rent | N/A | $ 1.5 | N/A |
| Operating ROU asset and lease liability recognized | N/A | $ 7.0 | N/A |
N/A - There was no Greektown Percentage Rent reset scheduled for these periods.
The land and building components contained within the Greektown Lease are classified as operating leases. Lease components classified as an operating lease are recorded to "General and administrative" within our Consolidated Statements of Operations.
Tropicana Lease
Prior to the closing of the sale of PENN's outstanding equity interest in Tropicana on September 26, 2022, the Company leased the real estate assets used in the operations of Tropicana for nominal cash rent (the "Tropicana Lease"). The term of the Tropicana Lease was 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 were sold.
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The land and building components contained within the Tropicana Lease were classified as operating leases. Lease components classified as an operating lease were recorded to “General and administrative” within our Consolidated Statements of Operations.
We refer to the Master Leases, the Morgantown Lease, the Meadows Lease, Perryville Lease, the Margaritaville Lease, the Greektown Lease, and the Tropicana Lease collectively, as our “Triple Net Leases.”
Non-REIT Operating Leases
In addition to any operating lease components contained within the Master Leases, Meadows Lease, Margaritaville Lease, Greektown Lease, and Tropicana Lease (collectively referred to as “triple net operating leases”), the Company’s operating leases consists of (i) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company, and (ii) buildings and equipment not associated with our REIT Landlords. Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation, and rental payments based on usage. The Company’s leases include options to extend the lease terms. The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Information related to lease term and discount rate was as follows:
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Weighted-Average Remaining Lease Term | ||
| Operating leases | 10.2 years | 11.2 years |
| Finance leases | 26.3 years | 27.3 years |
| Financing obligations | 26.6 years | 27.6 years |
| Weighted-Average Discount Rate | ||
| Operating leases | 7.7 % | 7.7 % |
| Finance leases | 5.2 % | 5.2 % |
| Financing obligations | 5.2 % | 5.2 % |
The components of lease expense were as follows:
| (in millions) | Location on Consolidated Statements of Operations | For the year ended December 31, | ||
|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||
| Operating Lease Costs | ||||
| Rent expense associated with triple net operating leases (1) | General and administrative | $ 620.1 | $ 591.1 | $ 149.6 |
| Operating lease cost (2) | Primarily General and administrative | 19.3 | 22.4 | 19.7 |
| Short-term lease cost | Primarily Gaming expense | 91.2 | 81.2 | 74.6 |
| Variable lease cost (2) | Primarily Gaming expense | 3.4 | 3.6 | 4.3 |
| Total | $ 734.0 | $ 698.3 | $ 248.2 | |
| Finance Lease Costs | ||||
| Interest on lease liabilities (3) | Interest expense, net | $ 110.8 | $ 110.6 | $ 258.4 |
| Amortization of ROU assets (3) | Depreciation and amortization | 89.8 | 87.5 | 181.6 |
| Total | $ 200.6 | $ 198.1 | $ 440.0 | |
| Financing Obligation Costs | ||||
| Interest on financing obligations (4) | Interest expense, net | $ 148.5 | $ 146.6 | $ 347.0 |
(1) For the years ended December 31, 2024 and 2023, pertains to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease.
For the year ended December 31, 2022, pertains to the operating lease components contained within the (i) PENN Master Lease (specific to the land and building components associated with the operations of Dayton and Mahoning Valley); (ii) Meadows Lease; (iii) Margaritaville Lease; (iv) Greektown Lease; and (v) Tropicana Lease (which terminated on September 26, 2022).
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(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) For the years ended December 31, 2024 and 2023, pertains to the finance lease components associated with the Pinnacle Master Lease (land). For the year ended December 31, 2022, pertains to the finance lease components associated with the (i) PENN Master Lease; (ii) Pinnacle Master Lease; and (iii) Perryville Lease. The finance lease components contained within the PENN Master Lease and the Pinnacle Master Lease primarily consisted of the land, inclusive of the variable expense associated with Columbus and Toledo.
(4) For the years ended December 31, 2024 and 2023, pertains to the components contained within the Pinnacle Master Lease (buildings) and the Morgantown Lease. For the year ended December 31, 2022, pertains to the components contained within the (i) PENN Master Lease (primarily buildings) inclusive of the variable expense associated with Columbus and Toledo for the financing obligation components; (ii) Pinnacle Master Lease (buildings); and (iii) Morgantown Lease.
Supplemental cash flow information related to leases was as follows:
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Cash paid for amounts included in the measurement of lease liabilities | |||
| Operating cash flows from finance leases | $ 110.8 | $ 110.6 | $ 258.4 |
| Operating cash flows from operating leases | $ 620.1 | $ 609.9 | $ 163.2 |
| Financing cash flows from finance leases | $ 50.3 | $ 47.1 | $ 110.5 |
| Non-cash lease activities: | |||
| Commencement of operating leases | $ 29.9 | $ 3,820.4 | $ 58.5 |
| Derecognition of operating lease liabilities | $ — | $ 307.7 | $ — |
| Commencement of finance leases | $ 63.0 | $ 33.3 | $ 1,462.1 |
| Derecognition of finance lease liabilities | $ — | $ 2,933.6 | $ — |
| Derecognition of finance obligations | $ — | $ 1,567.8 | $ — |
Total payments made under the Triple Net Leases were as follows:
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| AR PENN Master Lease | $ 284.6 | $ 284.1 | $ — |
| 2023 Master Lease | 236.2 | 232.8 | — |
| PENN Master Lease | — | — | 480.3 |
| Pinnacle Master Lease | 346.7 | 339.4 | 334.1 |
| Perryville Lease | — | — | 7.8 |
| Meadows Lease | — | — | 24.6 |
| Margaritaville Lease | 26.8 | 26.2 | 23.8 |
| Greektown Lease | 52.9 | 52.2 | 51.3 |
| Morgantown Lease | 3.2 | 3.1 | 3.1 |
| Total(1) | $ 950.4 | $ 937.8 | $ 925.0 |
(1) For the year ended December 31, 2022, rent payable under the Tropicana Lease was nominal. Therefore, it has been excluded from the table above. The Tropicana Lease was terminated on September 26, 2022.
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The following is a maturity analysis of our operating leases, finance leases, and financing obligations as of December 31, 2024:
| (in millions) | Operating Leases | Finance Leases | Financing Obligations |
|---|---|---|---|
| Years ending December 31: | |||
| 2025 | $ 616.5 | $ 162.6 | $ 166.5 |
| 2026 | 617.1 | 152.2 | 166.6 |
| 2027 | 619.7 | 146.9 | 166.6 |
| 2028 | 618.3 | 146.9 | 166.6 |
| 2029 | 597.7 | 146.9 | 166.7 |
| Thereafter | 2,742.1 | 3,127.0 | 3,663.3 |
| Total lease payments | 5,811.4 | 3,882.5 | 4,496.3 |
| Less: Imputed interest | (1,835.0) | (1,767.0) | (2,109.7) |
| Present value of future lease payments | 3,976.4 | 2,115.5 | 2,386.6 |
| Less: Current portion of lease obligations | (322.1) | (53.2) | (43.5) |
| Long-term portion of lease obligations | $ 3,654.3 | $ 2,062.3 | $ 2,343.1 |
Lessor
The Company leases its hotel rooms to patrons and records the corresponding lessor revenue in "Food, beverage, hotel, and other revenues" within our Consolidated Statements of Operations. For the years ended December 31, 2024, 2023, and 2022, the Company recognized $250.0 million, $247.3 million, and $262.0 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 Consolidated Balance Sheets.
Note 12—Commitments and Contingencies
ESPN Sportsbook and Investment Agreements
On August 8, 2023, PENN entered into the Sportsbook Agreement with ESPN which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States.
Pursuant to the Sportsbook Agreement, PENN rebranded the existing Barstool Sportsbook across all online platforms in the United States as ESPN BET and will oversee daily operations of the Sportsbook. The Sportsbook Agreement provides PENN with an exclusive license to use the ESPN BET trademark in the United States in connection with the Sportsbook. In addition, ESPN provides certain marketing, content integration, and promotional services in support of the Sportsbook, including access to ESPN talent, and exclusively promotes the Sportsbook in the United States, subject to certain exceptions, in accordance with a mutually agreed on-channel marketing plan. The Sportsbook will be deeply integrated within the broader ESPN editorial, content, digital product, and sports programming ecosystem, with access to ESPN's industry leading audience and database.
The Sportsbook Agreement has an initial 10-year term and may be extended for an additional ten years upon mutual agreement of PENN and ESPN. In consideration for the media marketing services and brand and other rights provided by ESPN, PENN will pay $150.0 million per year in cash pursuant to the Sportsbook Agreement for the initial 10-year term and issue the warrants pursuant to the Investment Agreement (as defined and described in more detail below). In addition, the Sportsbook Agreement may be terminated by either party (i) in the case of an uncured material breach by or bankruptcy of the other party, (ii) if at the end of year three of the term the Sportsbook has not achieved a specified level of market share based on gross gaming revenue in the states in which the Sportsbook operates while branded ESPN BET, (iii) in certain circumstances, if the other party or certain of its officers is the subject of a criminal or other investigation by federal or state authorities, is charged with certain crimes or commits certain other acts, including those which would reasonably be expected to cause material damage to the terminating party's reputation or brand, or (iv) in certain circumstances involving non-compliance with data privacy laws. In addition, ESPN has the right to terminate the Sportsbook Agreement if (i) a repeated material breach by PENN of the terms of the ESPN intellectual property license or an uncured material breach by PENN of the terms of the ESPN intellectual property license that results in material harm to the reputation or goodwill associated with the ESPN brand or name, (ii) in certain circumstances where PENN commits a material failure of specified product and technology guidelines or certain customer service level metrics, (iii) if at the end of year three or year seven of the term the ESPN BET Sportsbook's market
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access is not at least a specified percentage of the total market access by the online sportsbook operator with the most expansive market access, subject to certain exceptions, (iv) if ESPN undergoes certain transactions involving a significant change in ownership of ESPN, subject to the payment of a termination fee to PENN, or (v) in certain circumstances if PENN undergoes certain transactions involving a significant change in ownership of PENN, including such a transaction involving a competitor of The Walt Disney Company (“TWDC”). PENN has the right to terminate the Sportsbook Agreement (i) if ESPN undergoes certain transactions resulting in a significant change in ownership of ESPN involving a competitor of PENN, (ii) in certain circumstances related to the suitability of ESPN, TWDC, or certain of their respective officers for gaming regulatory purposes, or (iii) in certain circumstances if PENN is unable to utilize the ESPN BET brand in states comprising a specified percentage of the aggregate population for all states in which PENN conducts online sports betting in the United States.
In connection with the Sportsbook Agreement, PENN and ESPN, Inc. entered into an Investment Agreement (the “Investment Agreement”) on August 8, 2023. The Investment Agreement provides for the issuance to ESPN, Inc. of certain warrants to purchase shares of PENN common stock, par value $0.01 per share, and setting forth certain other governance rights of ESPN, Inc. Pursuant to the Investment Agreement PENN issued to ESPN, Inc. warrants to purchase approximately 31.8 million shares of PENN common stock. The warrants are classified as equity and contain three separate tranches which vest quarterly over ten years from the date of the Investment Agreement, provided that any remaining unvested portion of the first tranche of warrants will vest on August 8, 2032. If the Sportsbook Agreement is terminated due to certain breaches of the Sportsbook Agreement by PENN, then all unvested warrants will immediately vest. If the Sportsbook Agreement is terminated for any other reason, then all unvested warrants will immediately be forfeited, subject to certain exceptions. At the grant date, the $550.4 million fair value of the awards was determined using the Black-Scholes option-pricing model with contractual terms ranging from 9.5 to 11.5 years, and strike prices ranging from $26.08 to $32.60. Additionally, if after February 29, 2024 and during the term of the Sportsbook Agreement PENN achieves specified performance conditions based on an average market share based on gross gaming revenue in the states in which the Sportsbook operates (as defined within the Investment Agreement), PENN could issue to ESPN, Inc. warrants to purchase up to an additional 6.4 million shares of PENN common stock. The additional warrants will be fully vested upon issuance, have an exercise price of $28.95, and will be exercisable for 10.5 years from the date of issuance.
During the years ended December 31, 2024 and 2023, the Company recognized expenses of $179.2 million and $33.3 million, respectively, related to the Sportsbook Agreement, and $67.9 million and $12.5 million, respectively, related to the Investment Agreement. Expenses related to the Sportsbook Agreement and the Investment Agreement are recorded within “Gaming” expenses on the Consolidated Statements of Operations and recognized in accordance with our policies. See Note 2, “Significant Accounting Policies and Basis of Presentation” for further information.
Litigation
The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, development agreements and other matters arising in the ordinary course of business. Although the Company maintains what it believes to be adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and administrative proceedings can be costly, time-consuming, and unpredictable. The Company does not believe that the final outcome of these matters will have a material adverse effect on its financial position, results of operations, or cash flows.
Location Share Agreements
Prairie State Gaming (“PSG”) enters into location share agreements with bar and retail establishments in Illinois. These agreements are contracts which allow PSG to place VGTs in the bar or retail establishment in exchange for a percentage of the variable revenue generated by the VGTs. PSG holds the gaming license with the state of Illinois and the location share percentage is determined by the state of Illinois. The Company records the location share payments to “Gaming” expense within the Consolidated Statements of Operations. For the years ended December 31, 2024, 2023, and 2022, the total location share payments made by PSG were $45.0 million, $45.3 million, and $43.6 million, respectively.
Purchase Obligations
The Company has obligations to purchase various goods and services totaling $1.0 billion as of December 31, 2024, including $673.8 million which will be incurred in 2025. Purchase obligations totaled $790.7 million as of December 31, 2023. The increase over the prior year is primarily due to the PENN Development Projects as discussed below and in Note 11, “Leases.”
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Capital Expenditure Commitments
Pursuant to each of our Triple Net Leases, with the exception of our Morgantown Lease (which is a land lease we entered into on October 1, 2020 with GLPI as discussed in Note 11, "Leases"), we are obligated to spend a minimum of 1% of annual net revenues, in the aggregate under each lease, on the maintenance of such facilities. Additionally, during the year ended December 31, 2024, we had capital expenditures of $253.3 million in connection with the PENN Development Projects as a result of our Master Development Agreement with GLPI (also discussed in Note 11, "Leases") and expect to incur additional costs in 2025 and 2026.
Employee Benefit Plans
The Company maintains a qualified retirement plan under the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended, which covers all eligible employees (the "PENN 401(k) Plan"). The PENN 401(k) Plan enables participating employees to defer a portion of their salary in a retirement fund to be administered by the Company. The Company makes a discretionary match contribution, where applicable, of 50% of employees' elective salary deferrals, up to a maximum of 6% of eligible employee compensation. The matching contributions to the PENN 401(k) Plan for the years ended December 31, 2024, 2023, and 2022 were $14.7 million, $13.4 million, and $12.1 million, respectively.
We maintain a non-qualified deferred compensation plan (the "EDC Plan") that covers most management and other highly-compensated employees. The EDC Plan was effective beginning March 1, 2001. The EDC Plan allows the participants to defer, on a pre-tax basis, a portion of their base annual salary and/or their annual bonus and earn tax-deferred earnings on these deferrals. The EDC Plan also provides for matching Company contributions that vest over a five-year period. The Company has established a trust, and transfers to the trust, on a periodic basis, an amount necessary to provide for its respective future liabilities with respect to participant deferral and Company contribution amounts. The Company's matching contributions for the EDC Plan for the years ended December 31, 2024, 2023, and 2022 were $4.7 million, $4.3 million, and $4.6 million, respectively. Our deferred compensation liability, which is included in "Accrued expenses and other current liabilities" within the Consolidated Balance Sheets, was $107.2 million and $87.7 million as of December 31, 2024 and 2023, respectively.
Labor Agreements
We are required to have agreements with the horsemen at the majority of our racetracks to conduct our live racing and/or simulcasting activities. In addition, in order to operate gaming machines and table games in West Virginia, the Company must maintain agreements with each of the Charles Town horsemen, pari-mutuel clerks and breeders.
Note 13—Income Taxes
The following table summarizes the tax effects of temporary differences between the Consolidated Financial Statements carrying amount of assets and liabilities and their respective tax basis, which are recorded at the prevailing enacted tax rate that will be in effect when these differences are settled or realized. These temporary differences result in taxable or deductible amounts in future years. The Company assessed all available positive and negative evidence to estimate whether sufficient future taxable income will be generated to realize our existing net deferred tax assets.
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The components of the Company’s deferred tax assets and liabilities were as follows:
| December 31, | ||
|---|---|---|
| (in millions) | 2024 | 2023 |
| Deferred tax assets: | ||
| Stock-based compensation expense | $ 6.7 | $ 7.6 |
| Accrued expenses | 156.5 | 128.6 |
| Financing and operating leasing obligations | 2,185.6 | 2,292.8 |
| Unrecognized tax benefits | 9.5 | 9.9 |
| Investments in and advances to unconsolidated affiliates | 15.5 | 15.2 |
| Discount on convertible notes | 0.2 | 0.3 |
| Net operating losses and tax credit carryforwards | 171.8 | 138.4 |
| Capital loss carryforwards | 127.2 | 126.1 |
| Interest limitation carryforwards | 26.7 | 12.1 |
| Gross deferred tax assets | 2,699.7 | 2,731.0 |
| Less: Valuation allowance | (268.0) | (210.5) |
| Net deferred tax assets | 2,431.7 | 2,520.5 |
| Deferred tax liabilities: | ||
| Property and equipment, not subject to the Master Leases | (73.6) | (123.9) |
| Property and equipment, subject to the Master Leases | (593.4) | (635.0) |
| Intangible assets | (298.4) | (259.1) |
| Lease right-of-use assets | (1,527.3) | (1,620.1) |
| Net deferred tax liabilities | (2,492.7) | (2,638.1) |
| Long-term deferred tax liabilities, net | $ (61.0) | $ (117.6) |
The realizability of the net deferred tax assets is evaluated quarterly by assessing the need for a valuation allowance and by adjusting the amount of the allowance, if necessary. Pursuant to ASC 740, the Company considers all available (both quantitative and qualitative) positive and negative evidence including, but not limited to, statutory carryback periods, projected future taxable income, and feasible tax planning strategies that could be implemented as a source of positive evidence to realize the net deferred tax assets. In accordance with ASC 740, the most objectively verifiable form of evidence is to evaluate an entity’s three-year history of pre-tax book income or loss by jurisdiction. ASC 740 suggests that additional scrutiny should be given to deferred taxes of an entity with cumulative pre-tax book losses during the three most recent years and is considered significant negative evidence that is objectively verifiable and therefore, an entity would need sufficient quality and quantity to support a conclusion to overcome.
The Company continued to generate significant positive evidence in the U.S. with three-year cumulative domestic pre-tax book income of $657.4 million, despite the $89.1 million impairment charges recorded during the year. The Company maintained a valuation allowance of $268.0 million as of December 31, 2024, against certain net deferred tax assets primarily related to (i) a capital loss realized on the sale of Barstool of $127.2 million, (ii) foreign jurisdictions that were in a three-year cumulative pre-tax loss position as of the balance sheet date of $84.4 million, inclusive of unrealized foreign currency translation adjustment, (iii) certain state net operating loss (“NOL”) carryforwards of $45.6 million, and (iv) other state deferred tax assets of $10.8 million. The Company intends to continue to maintain a valuation allowance on its net deferred tax assets until there is sufficient objectively verifiable positive evidence to support the realization of all or some portion of these deferred tax assets. In the event the Company determines that the deferred income tax assets would be realized in the future more than their net recorded amount, an adjustment to the valuation allowance would be recorded, which would reduce the provision for income taxes.
As of December 31, 2024, the Company had the following pre-tax carryforwards: (i) pre-tax U.S. federal NOL carryforwards of $89.6 million, of which $80.0 million will expire at various dates through 2037, and the residual being carried forward indefinitely; (ii) pre-tax foreign NOL carryforwards of $293.5 million that will expire through 2043; (iii) pre-tax capital losses of $504.4 million, the majority of which was generated from the Barstool divestiture and will expire in 2028; and (iv) pre-tax interest expense limitation carryforwards of $114.6 million that can be carried forward indefinitely. All acquired tax attributes are subject to limitations under the Internal Revenue Code and underlying Treasury Regulations.
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As of December 31, 2024, the Company also had $1.5 billion of pre-tax state NOL carryforwards, primarily generated in the Commonwealth of Pennsylvania, Colorado, Illinois, Iowa, Louisiana, Maryland, Missouri, New Mexico, and localities within Ohio. The tax benefit associated with these NOL carryforwards was $72.7 million and a partial valuation allowance as mentioned above has been recorded due to negative evidence of certain statutory limitations and level of earnings projections in the respective jurisdictions. The majority of the state NOL carryforwards, existing as of December 31, 2024, will expire at various dates through December 31, 2043 with the remaining being carried forward indefinitely.
In general, the Company has not recognized any U.S. tax expense on undistributed foreign earnings, as we intend to reinvest and expand into new markets outside the U.S. for the foreseeable future. If our intent changes or if these earnings are needed for our U.S. operations, we would be required to accrue and pay U.S. taxes on a portion or all of these undistributed earnings. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries. The undistributed foreign earnings were immaterial at December 31, 2024.
The domestic and foreign components of income (loss) before income taxes were as follows:
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Domestic | $ (179.3) | $ (382.6) | $ 295.3 |
| Foreign | (162.0) | (117.0) | (120.0) |
| Total | $ (341.3) | $ (499.6) | $ 175.3 |
The components of income tax benefit were as follows:
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Current tax benefit (expense) | |||
| Federal | $ (25.6) | $ (20.8) | $ (89.0) |
| State | (4.7) | (4.9) | (15.3) |
| Foreign | 0.2 | — | — |
| Total current | (30.1) | (25.7) | (104.3) |
| Deferred tax benefit (expense) | |||
| Federal | 53.9 | 13.2 | 33.7 |
| State | 4.0 | 22.8 | 78.5 |
| Foreign | 0.2 | (2.1) | 38.5 |
| Total deferred | 58.1 | 33.9 | 150.7 |
| Total income tax benefit | $ 28.0 | $ 8.2 | $ 46.4 |
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The following table reconciles the statutory federal income tax rate to the actual effective income tax rate, and related amounts of income tax benefit:
| For the year ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| (in millions, except tax rates) | |||
| Amount of pre-tax income | |||
| Federal statutory rate | $ 71.7 | $ 105.0 | $ (36.8) |
| State and local income taxes, net of federal benefits | 17.7 | 16.1 | (5.2) |
| Tax law change | — | — | (10.8) |
| Nondeductible expenses | (4.0) | (48.5) | (7.8) |
| Compensation | (6.8) | (7.2) | (6.2) |
| Foreign | 4.4 | 1.9 | 0.9 |
| Valuation allowance | (61.1) | (56.4) | 113.4 |
| Tax credits | 5.9 | 4.9 | 4.6 |
| Equity investment write-off | — | (2.6) | — |
| Other | 0.2 | (5.0) | (5.7) |
| Income tax benefit | $ 28.0 | $ 8.2 | $ 46.4 |
| Effective Tax Rate | 8.2 % | 1.7 % | (26.5)% |
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
| (in millions) | Unrecognized tax benefits |
|---|---|
| Unrecognized tax benefits as of January 1, 2022 | $ 40.0 |
| Additions based on prior year positions | 2.9 |
| Decreases due to settlements and/or reduction in reserves | (0.2) |
| Unrecognized tax benefits as of December 31, 2022 | 42.7 |
| Additions based on prior year positions | 2.2 |
| Decreases due to settlements and/or reduction in reserves | (1.3) |
| Unrecognized tax benefits as of December 31, 2023 | 43.6 |
| Additions based on prior year positions | 1.4 |
| Decreases due to settlements and/or reduction in reserves | (3.1) |
| Unrecognized tax benefits as of December 31, 2024 | $ 41.9 |
During the year ended December 31, 2024, we did not record any new tax reserves or accrued interest and penalties related to current year uncertain tax positions. Regarding prior year tax positions, we recorded $2.5 million of tax reserves and accrued interest and reversed $5.0 million of previously recorded tax reserves and accrued interest for uncertain tax positions. As of December 31, 2024 and 2023, unrecognized tax benefits, inclusive of accruals for income tax related interest and penalties, of $44.8 million and $47.2 million, respectively, were included in "Other long-term liabilities" within the Company's Consolidated Balance Sheets. Overall, the Company recorded a net tax benefit of $2.1 million in connection with its uncertain tax positions for the year ended December 31, 2024.
The liability for unrecognized tax benefits as of December 31, 2024 and 2023, included $35.4 million and $37.3 million, respectively, of tax positions that, if reversed, would affect the effective tax rate. We recognized income of $0.5 million and $0.2 million to interest and penalties, net of deferred taxes, as compared an expense of $0.6 million to interest and penalties, net of deferred taxes, for the years ended December 31, 2024, 2023 and 2022, respectively. We classify any income tax related penalties and interest accrued related to unrecognized tax benefits in "Income tax benefit" within the Consolidated Statements of Operations.
The Company is currently in various stages of the examination process in connection with its open audits. Generally, it is difficult to determine when these examinations will be closed. On January 16, 2025, the Indiana Supreme Court listened to oral arguments between the Company and the Indiana Department of State Revenue on notices of proposed assessments for tax years 2015 through 2017. The Company believes that it is reasonably possible that its current unrecognized tax reserve, may change within the next twelve months. As of December 31, 2024, the Company has open tax years 2021 through 2023 that
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could be subject to examination for U.S. federal income taxes. In addition, we are subject to state and local income tax examinations for various tax years in the taxing jurisdictions in which we operate. Such audits could result in increased tax liabilities, interest and penalties. While the Company believes its tax positions are appropriate, we cannot assure the outcome will remain consistent with our expectation. The Company believes we have adequately reserved for potential audit exposures of uncertain tax positions. In the event the final outcome of these matters is different than the amounts recorded, such differences will impact our income tax provision in the period in which the determination is made.
As of December 31, 2024 and 2023, prepaid income taxes of $31.9 million and $65.3 million, respectively, were included in "Prepaid expenses" within the Company's Consolidated Balance Sheets.
Tax Legislation
Inflation Reduction Act. On August 16, 2022, The Inflation Reduction Act of 2022 ("IRA") was signed into law. The IRA contains several provisions including a 15% corporate alternative minimum tax ("CAMT") for certain large corporations that have at least an average of $1.0 billion adjusted financial statement income over a three-year period effective for tax years beginning after December 31, 2022. A CAMT credit would also be allowed to offset regular federal tax in future years. The IRA also includes a 1% excise tax on corporate stock repurchases after January 1, 2023. Based on our analysis of the IRA and subsequent guidance, management does not expect the CAMT to have a material effect on our future cash flows and results of operations. In 2023, the 1% excise tax on corporate stock repurchases was an immaterial amount, and in 2024, there were no stock repurchases.
Note 14—Stockholders' Equity
Common and Preferred Stock
In connection with the acquisition of Score Media and Gaming, Inc. ("theScore") in October 2021, the Company issued 12,319,340 shares of PENN common stock with a par value of $0.01 and 697,539, par value $0.01, of exchangeable shares through the capital of an indirect wholly-owned subsidiary of PENN ("Exchangeable Shares"), in addition to cash consideration. Each Exchangeable Share is exchangeable into one share of PENN common stock at the option of the holder, subject to certain adjustments. Upon the acquisition of theScore, certain employees of theScore elected to have their outstanding equity awards, which were assumed under theScore plan (as defined below), issued as Exchangeable Shares, once the shares vest or are exercised. In addition, the Company may redeem all outstanding Exchangeable Shares in exchange for shares of PENN common stock at any time following the fifth anniversary of the closing, or earlier under certain circumstances.
During the years ended December 31, 2024 and 2023, we issued 68,048 and 2,854 Exchangeable Shares, respectively. During the year ended December 31, 2022, we did not issue Exchangeable Shares. As of both December 31, 2024 and 2023, there were 768,441 Exchangeable Shares authorized, of which 466,534 shares and 560,267 shares were outstanding, respectively.
In conjunction with the February 2020 stock purchase agreement between PENN and Barstool, the Company issued 883 shares of non-voting convertible Series D Preferred Stock, par value $0.01, to certain individual stockholders affiliated with Barstool. The Series D Preferred stockholders were 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. 1/1,000th of a share of Series D Preferred Stock was convertible into one share of PENN common stock. The Series D Preferred Stock was available for conversion into PENN common stock in tranches over four years.
On June 1, 2022, the Company issued 64,000 shares of common stock in conjunction with acquiring additional shares of Barstool common stock from certain individual stockholders affiliated with Barstool. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On February 23, 2022 and February 24, 2022, 43 and 151 shares of Series D Preferred Stock, respectively, were converted to common stock. As a result of the conversions, the Company issued 43,000 and 151,200 shares of common stock, respectively, each with a par value of $0.01. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
On February 17, 2023, as part of the Barstool Acquisition as discussed in Note 5, "Acquisitions and Dispositions," the Company issued 2,442,809 shares of common stock with a par value of $0.01, to certain former stockholders of Barstool (the "Share Consideration"). The issuance of the Share Consideration was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, because such issuance did not involve a public
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offering. The Share Consideration was subject to transfer restrictions which were waived on August 11, 2023, pursuant to the Barstool SPA. See Note 5, "Acquisitions and Dispositions" for additional information related to the Barstool SPA.
On March 3, 2023, 227 shares of Series D Preferred Stock were converted to common stock. As a result of the conversion, the Company issued 226,800 shares of common stock with a par value of $0.01. Pursuant to the Barstool SPA, on August 11, 2023, all remaining 354 outstanding shares of Series D Preferred Stock were converted to common stock. As a result of the conversion, the Company issued 353,800 shares of common stock with a par value of $0.01. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
As of both December 31, 2024 and 2023, there were 5,000 shares authorized of Series D Preferred Stock of which zero shares were outstanding.
The Company previously issued two series of preferred stock, Series B and Series C, each with a par value of $0.01 per share. As of both December 31, 2024 and 2023, there were 1,000,000 and 18,500 shares authorized of our Series B and Series C preferred stock, respectively. There were no shares outstanding of either Series B or Series C preferred stock as of both December 31, 2024 and 2023.
On August 8, 2023, pursuant to the Investment Agreement with ESPN, Inc., the Company issued warrants to ESPN, Inc. to purchase approximately 31.8 million shares of PENN common stock, par value $0.01 per share, as discussed in Note 12, "Commitments and Contingencies."
Share Repurchase Authorization
During the second quarter of 2023, we completed our $750.0 million share repurchase authorization approved by the Board of Directors on February 1, 2022 (the "February 2022 Authorization").
On December 6, 2022, a second share repurchase program was authorized for an additional $750.0 million (the "December 2022 Authorization"). The December 2022 Authorization expires on December 31, 2025.
The Company utilized the capacity under the February 2022 Authorization prior to effecting any repurchases under the December 2022 Authorization. Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for the capital, and other factors. Share repurchases may be made from time to time through a Rule 10b5-1 trading plan, open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements. There is no minimum number of shares that the Company is required to repurchase and the repurchase authorization may be suspended or discontinued at any time without prior notice.
No shares of the Company's common stock were repurchased during the year ended December 31, 2024. During the year ended December 31, 2023, the Company repurchased 5,438,221 shares of its common stock in open market transactions for $149.8 million at an average price of $27.54 per share under the February 2022 and December 2022 Authorizations. The cost of all repurchased shares is recorded to "Treasury stock" within the Consolidated Balance Sheets.
No shares of the Company's common stock were repurchased subsequent to the year ended December 31, 2024. As of February 27, 2025, the remaining availability under our December 2022 Authorization was $749.5 million.
Note 15—Stock-Based Compensation
2022 Long Term Incentive Compensation Plan
On June 7, 2022, the Company's shareholders, upon the recommendation of the Company's Board of Directors, approved the Company's 2022 Long Term Incentive Compensation Plan (the "2022 Plan"). The 2022 Plan authorizes the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights ("SARs"), restricted stock (shares and/or units), performance awards (shares and/or units), and cash awards to executive officers, non-employee directors, other employees, consultants, and advisors of the Company and its subsidiaries. Non-employee directors and consultants are eligible to receive all such awards, other than incentive stock options. Pursuant to the 2022 Plan, an initial 6,870,000 shares of the Company's common stock were reserved for issuance, plus any shares of common stock subject to outstanding awards under both the previous 2018 Long Term Incentive Compensation Plan, as amended ("2018 Plan") and the Score Media and Gaming Inc. Second Amended and Restated Stock Option and Restricted Stock Unit Plan (the "theScore Plan") as of June 7, 2022 and outstanding awards that are forfeited or settled for cash under each of the prior plans. In connection with the approval of the 2022 Plan, the 2018 Plan and theScore Plan remain in place until all the awards previously granted thereunder have been paid,
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forfeited, or expired. However, no shares are available for issuance and all future equity awards will be granted pursuant to the 2022 Plan.
On June 6, 2023, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors, approved an amendment to the 2022 Plan (as amended, the “2022 Amended Plan”), which increased the number of shares reserved for issuance under the plan by 7,000,000 shares to 13,870,000 shares. For purposes of determining the number of shares available for issuance under the 2022 Amended Plan, stock options, restricted stock, and all other equity settled awards count against the 13,870,000 share limit as one share of common stock for each share granted. Any awards that are not settled in shares of common stock are not counted against the share limit. As of December 31, 2024, there are 5,456,563 shares available for future grants under the 2022 Amended Plan.
Stock-based Compensation Expense
Stock-based compensation expense pertains to our stock options and restricted stock, including restricted stock with performance and market conditions. For options, restricted stock, and performance awards, the expense is recognized ratably over the total requisite service period for the entire award, which is generally three to four years, based on the grant date fair value. We recognize forfeitures as they occur. For performance awards, the expense is adjusted based on the expectation of the achievement of the performance conditions. For awards with market conditions, we recognize the expense over the service period derived from the related valuation. The Company recognized $52.9 million, $85.9 million, and $58.1 million stock-based compensation expense for the years ended December 31, 2024, 2023, and 2022, respectively, which is included within the Consolidated Statements of Operations as a component of “General and administrative” expense.
Stock Options
Stock options are usually awarded to officers, directors and employees. The Company determines the grant date fair value of these options using the Black-Scholes option-pricing model. Typically, stock options are awarded with a ten-year contractual term. To fulfill stock option exercises, the Company issues new authorized common shares.
The following table presents activity related to our stock options for the year ended December 31, 2024:
| Number of Stock Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | |
|---|---|---|---|---|
| Outstanding as of January 1, 2024 | 3,710,184 | $29.19 | ||
| Granted | 1,288,720 | $23.45 | ||
| Exercised | (143,534) | $10.72 | ||
| Expired | (160,915) | $27.07 | ||
| Forfeited | (82,593) | $37.69 | ||
| Outstanding as of December 31, 2024 | 4,611,862 | $28.07 | 6.5 | $2.1 |
| Exercisable as of December 31, 2024 | 2,620,314 | $27.71 | 4.9 | $1.9 |
| Expected to vest as of December 31, 2024 | 1,991,548 | $28.54 | 8.6 | $0.3 |
The following table presents information related to the fair value and intrinsic value of our stock options:
| For the year ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Weighted-average grant-date fair value of options | $15.28 | $18.60 | $30.09 |
| Aggregate intrinsic value of stock options exercised (in millions) | $1.2 | $4.1 | $8.6 |
| Fair value of stock options vested (in millions) | $11.6 | $15.9 | $21.3 |
As of December 31, 2024, the unamortized compensation costs not yet recognized related to stock options granted totaled $24.1 million and the weighted-average period over which the costs are expected to be recognized was 1.7 years.
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The following table provides the weighted-average assumptions used in the Black-Scholes option-pricing model:
| For the year ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Risk-free interest rate | 4.07 % | 3.88 % | 1.40 % |
| Expected volatility | 75.96 % | 74.85 % | 71.00 % |
| Dividend yield^{(1)} | — | — | — |
| Weighted-average expected life (in years) | 5.2 | 5.1 | 5.2 |
(1) The expected dividend yield is zero, as the Company has not historically paid dividends.
Restricted Stock Awards and Restricted Stock Units
As noted above, the Company grants restricted stock to our employees and certain non-employee directors. In addition, the Company issues its named executive officers ("NEOs") and other key executives restricted stock with performance and market conditions, which are discussed in further detail below. The grant date fair value for restricted stock is generally based on the closing stock price of the Company's shares of common stock on the trading day preceding the grant date.
On April 12, 2021, the Board of Directors granted 600,000 restricted stock units and 300,000 restricted stock awards with market-based and service-based vesting conditions (collectively the "Stock Awards"), solely to the Company's Chief Executive Officer and President pursuant to the 2018 Plan. The Stock Awards are classified as equity with separate tranches and requisite service periods identified for each separately achievable component. As of the grant date, the fair value of the Stock Awards was $48.7 million and was calculated using a Monte Carlo simulation. The fair value of the restricted stock awards was estimated at $19.4 million and segregated into 15 tranches with expense recognition periods ranging from 2.2 to 6.0 years. The fair value of the restricted stock units was estimated at $29.3 million and segregated into four tranches with expense recognition periods ranging from 6.7 to 8.7 years. We recognized $7.4 million, $8.4 million, and $8.6 million of stock compensation expense for the Stock Awards during the years ended December 31, 2024, 2023, and 2022, respectively.
Performance Share Programs
The Company's performance share programs were adopted to provide our NEOs and certain other key executives with stock-based compensation tied directly to the Company's performance, which further aligns their interests with our shareholders and provides compensation only if the designated performance goals are met for the applicable performance periods.
During the year ended December 31, 2024, the Company granted 1,317,269 restricted units with performance-based vesting conditions, at target, under the 2022 Amended Plan. The restricted performance units granted in 2024 consist of one three-year performance period over a three-year service period. The awards have the potential to be earned at between 0% and 200% of the number of shares granted depending on achievement of the performance goals, and remain subject to vesting for the full three-year service period.
During the years ended December 31, 2023, and 2022, the Company granted 461,747, and 244,955 restricted units with performance-based vesting conditions, at target, under the 2022 Plan. The restricted performance units granted in 2023 and 2022 consist of three one-year performance periods over a three-year service period. The awards have the potential to be earned at between 0% and 150% of the number of shares granted depending on achievement of the annual performance goals, and remain subject to vesting for the full three-year service period.
In addition to the above, during the years ended December 31, 2023 and 2022, the Company granted employees of the Score 199,733 and 102,422 restricted units, respectively, with performance-based vesting conditions that are dependent on the achievement of certain milestones. The grant date fair value was determined using the five-day volume weighted average closing stock price of the Company's shares of common stock as of the trading day immediately preceding the grant date. The awards have the potential to be earned at between 0% and 100% and consist of two, one-year performance periods, each containing an applicable milestone. The awards also contain a one-year vesting requirement and vesting is subject to: (a) the satisfaction of the milestones on or before the applicable expiration date and (b) continued service through the date on which the respective portion of the awards vests. All awards were fully vested as of December 31, 2024.
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The following table presents activity related to our restricted stock for the year ended December 31, 2024:
| With Performance Conditions | Without Performance Conditions | |||
|---|---|---|---|---|
| Number of Shares | Weighted-Average Grant Date Fair Value | Number of Shares | Weighted-Average Grant Date Fair Value | |
| Nonvested as of January 1, 2024 | 1,811,171 | $46.98 | 1,194,368 | $38.03 |
| Granted | 1,547,172 | $17.15 | 2,152,842 | $22.44 |
| Vested | (336,544) | $51.76 | (515,191) | $40.49 |
| Forfeited | (26,064) | $28.04 | (322,396) | $29.35 |
| Nonvested as of December 31, 2024 | 2,995,735 | $31.21 | 2,509,623 | $26.11 |
As of December 31, 2024, the unamortized compensation costs not yet recognized related to restricted stock totaled $83.0 million and the weighted-average period over which the costs are expected to be recognized is 2.2 years. The total fair values of restricted stock that vested during the years ended December 31, 2024, 2023, and 2022 were $38.3 million, $57.2 million, and $28.8 million, respectively.
Note 16—Earnings (Loss) per Share
For the years ended December 31, 2024 and 2023, we recorded a net loss attributable to PENN. As such, because the dilution from potential common shares 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, restricted stock, convertible preferred shares, and convertible debt that could potentially dilute basic EPS in the future that are not included in the computation of diluted loss per share are as follows:
| For the year ended December 31, | ||
|---|---|---|
| (in millions) | 2024 | 2023 |
| Assumed conversion of dilutive stock options | 0.1 | 0.6 |
| Assumed conversion of dilutive restricted stock | 0.4 | 0.3 |
| Assumed conversion of convertible preferred shares | — | 0.3 |
| Assumed conversion of convertible debt | 14.1 | 14.1 |
For the year ended December 31, 2022, we recorded net income attributable to PENN. As such, we used diluted weighted-average common shares outstanding when calculating diluted income per share. Stock options, restricted stock, convertible preferred shares, and convertible debt that could potentially dilute basic EPS in the future were included in the computation of diluted income per share.
The following table sets forth the allocation of net income for the year ended December 31, 2022 under the two-class method. For both years ended December 31, 2024 and 2023, we did not utilize the two-class method due to incurring a net loss.
| For the year ended December 31, | |
|---|---|
| (in millions) | 2022 |
| Net income attributable to PENN Entertainment, Inc. | $ 222.1 |
| Net income applicable to preferred stock | 0.9 |
| Net income applicable to common stock | $ 221.2 |
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The table below reconciles the weighted-average common shares outstanding used to calculate basic EPS with those used to calculate diluted EPS for the year ended December 31, 2022. As we recorded a net loss for both years ended December 31, 2024 and 2023, there are no reconciling items between the weighted-average common shares outstanding for basic and diluted EPS calculations.
| For the year ended December 31, | |
|---|---|
| (in millions) | 2022 |
| Weighted-average common shares outstanding—basic | 161.2 |
| Assumed conversion of: | |
| Dilutive stock options | 1.2 |
| Dilutive restricted stock | 0.1 |
| Convertible debt | 14.1 |
| Weighted-average common shares outstanding—diluted | 176.6 |
Restricted stock with performance and market based vesting conditions that have not been met as of December 31, 2024 were excluded from the computation of diluted EPS.
Anti-dilutive equity-based awards are excluded from the computation of diluted EPS, and primarily consists of stock options awarded under the Company's previous and current long-term incentive compensation plans and warrants issued under the terms of the Investment Agreement on August 8, 2023 as described in Note 12, "Commitments and Contingencies."
Options and/or warrants to purchase 35.1 million, 14.5 million, and 0.8 million shares were outstanding during each of the years ended December 31, 2024, 2023, and 2022, respectively, but were not included in the computation of diluted EPS because they were anti-dilutive.
Additionally, the assumed conversion of 0.3 million and 0.6 million preferred shares were excluded from the computation of diluted EPS for the years ended December 31, 2023 and 2022, respectively, because including them would have been anti-dilutive.
The Company's calculation of weighted-average common shares outstanding includes the Exchangeable Shares issued in connection with the Score acquisition, as discussed in Note 14, "Stockholders' Equity." The following table presents the calculation of basic and diluted earnings (loss) per share for the Company's common stock for the years ended December 31, 2024, 2023, and 2022:
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions, except per share data) | 2024 | 2023 | 2022 |
| Calculation of basic earnings (loss) per share: | |||
| Net income (loss) applicable to common stock | $ (311.5) | $ (490.0) | $ 221.2 |
| Weighted-average shares outstanding - PENN Entertainment, Inc. | 151.6 | 151.5 | 160.6 |
| Weighted-average shares outstanding - Exchangeable Shares | 0.5 | 0.6 | 0.6 |
| Weighted-average common shares outstanding - basic | 152.1 | 152.1 | 161.2 |
| Basic earnings (loss) per share | $ (2.05) | $ (3.22) | $ 1.37 |
| Calculation of diluted earnings (loss) per share: | |||
| Net income (loss) applicable to common stock | $ (311.5) | $ (490.0) | $ 221.2 |
| Interest expense, net of tax (1): | |||
| Convertible Notes | — | — | 7.2 |
| Diluted income applicable to common stock | $ (311.5) | $ (490.0) | $ 228.4 |
| Weighted-average common shares outstanding - diluted | 152.1 | 152.1 | 176.6 |
| Diluted earnings (loss) per share | $ (2.05) | $ (3.22) | $ 1.29 |
(1) The tax-affected rate was 21% for the year ended December 31, 2022.
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Note 17—Segment Information
We have five reportable segments: Northeast, South, West, Midwest, and Interactive. Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined VGT operations, by state, to be separate operating segments.
The retail segments primarily generate revenue from gaming operations (such as slot machines and table games), food and beverage offerings, and hotel visitation. The accounting policies of our retail segments are the same as those described in our significant accounting policies. See Note 2, "Significant Accounting Policies and Basis of Presentation" for further information.
The Interactive segment includes all of our online gaming operations, management of retail sports betting, media, and in the prior years, the operating results of Barstool. The accounting policies of our Interactive segment are the same as those described in our significant accounting policies. See Note 2, "Significant Accounting Policies and Basis of Presentation" for further information. We owned 36% of Barstool common stock prior to the February 17, 2023 Barstool Acquisition, pursuant to which we acquired the remaining 64% of Barstool common stock. On August 8, 2023, we entered into the Barstool SPA, and we sold 100% of the outstanding shares of Barstool common stock. See Note 5, "Acquisitions and Dispositions" for further information.
The Other category, included in the tables to reconcile the segment information to the consolidated information, consists of our stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company's joint venture interests in Freehold Raceway (which ceased operations on December 28, 2024), and our management contract for Retama Park Racetrack. The Other category also includes corporate overhead costs, which consist of certain expenses, such as: payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate or have not otherwise been allocated.
The Company's chief operating decision maker ("CODM") is the Chief Executive Officer and President. Adjusted EBITDAR (as defined below) is our measure of segment profit or loss for each segment and is utilized by the CODM as follows:
- within the annual budget and forecasting process when making decisions about the allocation of operating and capital resources to each segment;
- to evaluate monthly budget-to-actual variances which are used in assessing segment performance;
- to determine whether to reinvest profits into the segment or into other parts of the Company, such as new development projects, return generating investments in our retail operations and Interactive segment; and
- to determine various capital allocation initiatives such as mergers and acquisitions, share repurchases, and delevering.
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The tables below provide information about our revenues, expenses, and Adjusted EBITDAR for each reportable segment, and provide a reconciliation to net income (loss).
For the year ended December 31, 2024
| (in millions) | Northeast | South | West | Midwest | Interactive (1) | Other | Intersegment Eliminations (2) | Total |
|---|---|---|---|---|---|---|---|---|
| Total revenues | $ 2,755.7 | $1,169.0 | $ 525.3 | $1,172.2 | $ 959.9 | $ 19.6 | $ (23.6) | $6,578.1 |
| Less: | ||||||||
| Gaming taxes | (1,113.2) | (251.9) | (94.2) | (305.1) | (566.3) | |||
| Compensation and benefits | (414.5) | (222.6) | (123.5) | (174.6) | (168.3) | |||
| Media and advertising (3) | (407.0) | |||||||
| Other segment items (4) | (427.0) | (261.3) | (120.1) | (205.7) | (317.8) | |||
| Reportable Segment Adjusted EBITDAR (5) | $ 801.0 | $ 433.2 | $ 187.5 | $ 486.8 | $ (499.5) | $1,409.0 |
Other operating benefits (costs) and other income (expenses):
| Other category (6) | (116.7) |
|---|---|
| Rent expense associated with triple net operating leases (7) | (620.1) |
| Stock-based compensation | (52.9) |
| Cash-settled stock-based awards variance | 18.7 |
| Loss on disposal of assets | (10.0) |
| Contingent purchase price | 1.2 |
| Depreciation and amortization | (433.6) |
| Impairment losses (8) | (89.1) |
| Insurance recoveries, net of deductible charges | 5.5 |
| Non-operating items of equity method investments (9) | (4.4) |
| Interest expense, net | (470.5) |
| Interest income | 23.6 |
| Loss on early extinguishment of debt | (0.3) |
| Other (10) | (1.7) |
| Loss before income taxes | (341.3) |
| Income tax benefit | 28.0 |
| Net loss | $ (313.3) |
(1) Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $435.6 million for the year ended December 31, 2024.
(2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive.
(3) Includes advertising expenses of $179.2 million related to the Sportsbook Agreement and $67.9 million related to the Investment Agreement with ESPN. While the Sportsbook Agreement and Investment Agreement commenced on August 8, 2023, the Company began recognizing advertising expense, specific to the initial annual period, during the fourth quarter of 2023. Also, includes advertising and media expenses (including such expenses associated with the Score) across various platforms, including television, radio, social media, and both paid and organic search, and sponsorships and media costs associated with partnerships with major sports leagues, and other professional sports teams.
(4) For each reportable segment, the Other segment items category includes:
a. Northeast segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.
b. South segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.
c. West segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.
d. Midwest segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, allocated corporate expenses, and third-party revenue share fees.
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e. Interactive segment - professional services, legal expenses, software subscriptions and maintenance fees, software development costs, utilities, supplies, property and liability insurance, other taxes and fees, lease expense, allocated corporate expenses, and third-party revenue share fees.
(5) We define Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, rent expense associated with triple net operating leases (see footnote (7) below), stock-based compensation, debt extinguishment charges, impairment losses, insurance recoveries, net of deductible charges, changes in the estimated fair value of our contingent purchase price obligations, gain or loss on disposal of assets, the difference between budget and actual expense for cash-settled stock-based awards, pre-opening expenses, loss on disposal of a business, non-cash gains/losses associated with REIT transactions, non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC 805 "Business Combinations," and other. Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (9) below) added back for our Kansas Entertainment joint venture.
(6) Primarily represents corporate overhead costs of $104.8 million for the year ended December 31, 2024.
(7) Pertains to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease.
(8) Relates to impairment charges in our Northeast, South, and Midwest segments. See Note 8, "Goodwill and Other Intangible Assets."
(9) Consists principally of depreciation expense associated with our Kansas Entertainment joint venture.
(10) Primarily relates to transaction costs and finance transformation costs associated with the implementation of our new Enterprise Resource Management system, partially offset by dividend income received.
For the year ended December 31, 2023
| (in millions) | Northeast | South | West | Midwest | Interactive (1) | Other | Intersegment Eliminations (2) | Total |
|---|---|---|---|---|---|---|---|---|
| Total revenues | $ 2,738.4 | $1,216.4 | $ 528.5 | $1,172.6 | $ 718.8 | $ 20.2 | $ (32.0) | $6,362.9 |
| Less: | ||||||||
| Gaming taxes | (1,115.5) | (263.1) | (93.6) | (309.4) | (498.6) | |||
| Compensation and benefits | (388.4) | (215.3) | (114.7) | (165.4) | (176.7) | |||
| Media and advertising (3) | (144.9) | |||||||
| Other segment items (4) | (403.5) | (243.9) | (116.0) | (201.2) | (301.1) | |||
| Reportable Segment Adjusted EBITDAR (5) | $ 831.0 | $ 494.1 | $ 204.2 | $ 496.6 | $ (402.5) | $1,623.4 |
Other operating benefits (costs) and other income (expenses):
| Other category (6) | (110.8) |
|---|---|
| Rent expense associated with triple net operating leases (7) | (591.1) |
| Stock-based compensation | (85.9) |
| Cash-settled stock award variance | 13.8 |
| Loss on disposal of assets | (0.1) |
| Contingent purchase price | (1.9) |
| Depreciation and amortization | (435.1) |
| Impairment losses (8) | (130.6) |
| Insurance recoveries, net of deductible charges | 13.9 |
| Non-operating items of equity method investments (9) | (7.4) |
| Interest expense, net | (464.7) |
| Interest income | 40.3 |
| Loss on disposal of Barstool (10) | (923.2) |
| Gain on Barstool Acquisition, net (11) | 83.4 |
| Gain on REIT transactions, net (12) | 500.8 |
| Other (13) | (24.4) |
| Loss before income taxes | (499.6) |
| Income tax benefit | 8.2 |
| Net loss | $ (491.4) |
(1) Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $390.4 million for the year ended December 31, 2023.
(2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive.
(3) Includes advertising expenses of $33.3 million related to the Sportsbook Agreement and $12.5 million related to the Investment Agreement with ESPN. While the Sportsbook Agreement and Investment Agreement commenced on August 8, 2023, the Company began recognizing advertising
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expense, specific to the initial annual period, during the fourth quarter of 2023. Also, includes advertising and media expenses (including such expenses associated with the Score) across various platforms, including television, radio, social media, and both paid and organic search, and sponsorships and media costs associated with partnerships with major sports leagues, and other professional sports teams.
(4) For each reportable segment, the Other segment items category includes:
a. Northeast segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.
b. South segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.
c. West segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.
d. Midwest segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, allocated corporate expenses, and third-party revenue share fees.
e. Interactive segment - cost of goods sold, professional services, legal expenses, software subscriptions and maintenance fees, software development costs, utilities, supplies, property and liability insurance, other taxes and fees, lease expense, allocated corporate expenses, and third-party revenue share fees.
(5) We define Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, rent expense associated with triple net operating leases (see footnote (7) below), stock-based compensation, debt extinguishment charges, impairment losses, insurance recoveries, net of deductible charges, changes in the estimated fair value of our contingent purchase price obligations, gain or loss on disposal of assets, the difference between budget and actual expense for cash-settled stock-based awards, pre-opening expenses, loss on disposal of a business, non-cash gains/losses associated with REIT transactions, non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC 805 "Business Combinations," and other. Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (9) below) added back for Barstool and our Kansas Entertainment joint venture.
(6) Primarily represents corporate overhead costs of $106.7 million for the year ended December 31, 2023.
(7) Pertains to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease.
(8) Relates to impairment charges in our Northeast segment. See Note 8, "Goodwill and Other Intangible Assets."
(9) Consists principally of interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense associated with Barstool prior to us acquiring the remaining 64% of Barstool common stock (see Note 5, "Acquisitions and Dispositions") and our Kansas Entertainment joint venture.
(10) Relates to the loss incurred on the sale of 100% of the outstanding shares of Barstool which was completed on August 8, 2023. See Note 5, "Acquisitions and Dispositions."
(11) Includes a gain of $66.5 million associated with Barstool related to remeasurement of the equity investment immediately prior to the acquisition date of February 17, 2023 and a gain of $16.9 million related to the acquisition of the remaining 64% of Barstool common stock. See Note 5, "Acquisitions and Dispositions."
(12) Upon the execution of the February 21, 2023 AR PENN Master Lease and the 2023 Master Lease, both effective January 1, 2023, we recognized a gain of $500.8 million as a result of the reclassification and remeasurement of lease components. See Note 11, "Leases."
(13) Primarily relates to unrealized holding losses on our equity securities of $6.4 million and non-recurring acquisition and transaction costs of $25.0 million, partially offset by dividend income received. See Note 18, "Fair Value Measurements."
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For the year ended December 31, 2022
| (in millions) | Northeast | South | West | Midwest | Interactive (1) | Other | Intersegment Eliminations (2) | Total |
|---|---|---|---|---|---|---|---|---|
| Total revenues | $ 2,695.9 | $1,314.2 | $ 581.9 | $1,159.6 | $ 663.1 | $ 21.3 | $ (34.3) | $6,401.7 |
| Less: | ||||||||
| Gaming taxes | (1,120.1) | (286.5) | (91.5) | (311.3) | (346.5) | |||
| Compensation and benefits | (366.7) | (219.0) | (142.6) | (153.8) | (112.8) | |||
| Media and advertising | (76.1) | |||||||
| Other segment items (3) | (366.6) | (260.6) | (127.7) | (193.3) | (202.6) | |||
| Reportable Segment Adjusted EBITDAR (4) | $ 842.5 | $ 548.1 | $ 220.1 | $ 501.2 | $ (74.9) | $2,037.0 | ||
| Other operating benefits (costs) and other income (expenses): | ||||||||
| --- | --- | |||||||
| Other category (5) | (97.6) | |||||||
| Rent expense associated with triple net operating leases (6) | (149.6) | |||||||
| Stock-based compensation | (58.1) | |||||||
| Cash-settled stock award variance | 15.5 | |||||||
| Loss on disposal of assets | (7.9) | |||||||
| Contingent purchase price | 0.6 | |||||||
| Pre-opening expenses | (4.1) | |||||||
| Depreciation and amortization | (567.5) | |||||||
| Impairment losses (7) | (118.2) | |||||||
| Insurance recoveries, net of deductible charges | 10.7 | |||||||
| Non-operating items of equity method investments (8) | (7.9) | |||||||
| Interest expense, net | (758.2) | |||||||
| Interest income | 18.3 | |||||||
| Loss on early extinguishment of debt | (10.4) | |||||||
| Other (9) | (127.3) | |||||||
| Income before income taxes | 175.3 | |||||||
| Income tax benefit | 46.4 | |||||||
| Net income | $ 221.7 |
(1) Revenues and gaming taxes expense within our Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $251.6 million for the year ended December 31, 2022.
(2) Primarily represents the elimination of intersegment revenues associated with our internally-branded retail sportsbooks, which are operated by PENN Interactive.
(3) For each reportable segment, the Other segment items category includes:
a. Northeast segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.
b. South segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.
c. West segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.
d. Midwest segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, allocated corporate expenses, and third-party revenue share fees.
e. Interactive segment - professional services, legal expenses, software subscriptions and maintenance fees, software development costs, utilities, supplies, property and liability insurance, other taxes and fees, lease expense, allocated corporate expenses, and third-party revenue share fees.
(4) We define Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, rent expense associated with triple net operating leases (see footnote (6) below), stock-based compensation, debt extinguishment charges, impairment losses, insurance recoveries, net of deductible charges, changes in the estimated fair value of our contingent purchase price obligations, gain or loss on disposal of assets, the difference between budget and actual expense for cash-settled stock-based awards, pre-opening expenses, loss on disposal of a
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business, non-cash gains/losses associated with REIT transactions, non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC 805 “Business Combinations,” and other. Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (8) below) added back for Barstool and our Kansas Entertainment joint venture.
(5) Primarily represents corporate overhead costs of $98.5 million for the year ended December 31, 2022.
(6) Pertains to the operating lease components contained within the (i) PENN Master Lease (specific to the land and building components associated with the operations of Dayton and Mahoning Valley); (ii) Meadows Lease; (iii) Margaritaville Lease; (iv) Greektown Lease; and (v) Tropicana Lease (which terminated on September 26, 2022).
(7) Primarily relates to $116.4 million of impairment charges in the Northeast segment. See Note 8, “Goodwill and Other Intangible Assets.”
(8) Consists principally of interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense associated with Barstool prior to us acquiring the remaining 64% of Barstool common stock (see Note 5, “Acquisitions and Dispositions”) and our Kansas Entertainment joint venture.
(9) Primarily relates to unrealized holding losses on our equity securities of $69.9 million and non-recurring acquisition and transaction costs of $52.1 million. See Note 18, “Fair Value Measurements.”
The table below presents capital expenditures by segment:
| For the year ended December 31, | |||
|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 |
| Capital expenditures: | |||
| Northeast segment | $ 81.9 | $ 113.7 | $ 110.6 |
| South segment | 97.5 | 93.0 | 70.7 |
| West segment | 64.8 | 30.3 | 11.5 |
| Midwest segment | 222.9 | 73.6 | 35.8 |
| Interactive segment | 2.5 | 33.2 | 19.7 |
| Other | 13.1 | 16.2 | 15.1 |
| Total capital expenditures | $ 482.7 | $ 360.0 | $ 263.4 |
The measure of segment assets is reported on our Consolidated Balance Sheets as total consolidated assets.
The table below presents investment in and advances to unconsolidated affiliates and total assets by segment:
| (in millions) | Northeast | South | West | Midwest | Interactive | Other (1) | Total |
|---|---|---|---|---|---|---|---|
| Balance sheet as of December 31, 2024 | |||||||
| Investment in and advances to unconsolidated affiliates | $ 0.1 | $ — | $ — | $ 80.9 | $ — | $ 5.2 | $ 86.2 |
| Total assets | $ 1,808.1 | $ 1,301.7 | $ 453.2 | $ 1,503.7 | $ 2,385.6 | $ 7,809.4 | $ 15,261.7 |
| Balance sheet as of December 31, 2023 | |||||||
| Investment in and advances to unconsolidated affiliates | $ — | $ — | $ — | $ 80.8 | $ — | $ 4.1 | $ 84.9 |
| Total assets | $ 1,827.4 | $ 1,244.5 | $ 388.6 | $ 1,241.1 | $ 2,549.9 | $ 8,812.7 | $ 16,064.2 |
| Balance sheet as of December 31, 2022 | |||||||
| Investment in and advances to unconsolidated affiliates | $ 0.1 | $ — | $ — | $ 81.5 | $ 160.9 | $ 6.1 | $ 248.6 |
| Total assets | $ 2,231.8 | $ 1,191.9 | $ 372.4 | $ 1,305.5 | $ 4,233.7 | $ 8,166.8 | $ 17,502.1 |
(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.
Note 18—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.
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- Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions, as there is little, if any, related market activity.
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. The fair value of the Company’s trade accounts receivable and payable approximates the carrying amounts.
Cash and Cash Equivalents
The fair value of the Company’s cash and cash equivalents approximates their carrying amount, due to the short maturity of the cash equivalents.
Equity Securities
As of December 31, 2024 and 2023, we held $10.6 million and $10.7 million, in equity securities of ordinary shares, respectively, which are reported as “Other assets” in our Consolidated Balance Sheets. These equity securities are the result of PENN Interactive entering into multi-year agreements with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access across our portfolio.
We recognized unrealized holding losses of $0.1 million, $6.4 million, and $69.9 million during the years ended December 31, 2024, 2023, and 2022, respectively, related to these equity securities, which are included in “Other” as reported in “Other income (expenses)” within our Consolidated Statements of Operations.
The fair value of the equity securities was determined using Level 1 inputs, which use market approach valuation techniques. The primary inputs to those techniques include the quoted market price of the equity securities and foreign currency exchange rates.
Available-for-Sale Debt Securities
The Company acquired 12.0% secured convertible notes in a technology provider on April 7, 2023 for $20.0 million, due on the third-year anniversary of the date of issuance. The terms contain optional and mandatory conversion provisions pursuant to which we will receive common stock upon conversion.
As of December 31, 2024 and 2023, the fair value of the convertible notes were valued at $31.5 million and $24.2 million, respectively. As such, during the year ended December 31, 2024 and 2023, we recorded unrealized gains of $7.3 million and $4.2 million, respectively, and corresponding tax expense of $1.9 million and $1.0 million, respectively, to “Other comprehensive income (loss)” within our Consolidated Statements of Comprehensive Income (Loss).
The fair value of the convertible notes was determined using a binomial lattice model and is categorized as a Level 3 measurement.
Held-to-Maturity Securities and Promissory Notes
We have a management contract with Retama Development Corporation (“RDC”), a local government corporation of the City of Selma, Texas, to manage the day-to-day operations of Retama Park Racetrack, located outside of San Antonio, Texas. In addition, we own 1.0% of the equity of Retama Nominal Holder, LLC, which holds a nominal interest in the racing license used to operate Retama Park Racetrack, and a 75.5% interest in Pinnacle Retama Partners, LLC (“PRP”), which owns the contingent gaming rights that may arise if gaming under the existing racing license becomes legal in Texas in the future.
As of both periods ended December 31, 2024 and 2023, PRP held $7.9 million in promissory notes issued by RDC and $6.7 million in local government corporation bonds issued by RDC, at amortized cost. The promissory notes and the local government corporation bonds are collateralized by the assets of Retama Park Racetrack. As of December 31, 2024 and 2023, the promissory notes and the local government corporation bonds were included in “Other assets” within our 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 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.
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Long-term Debt
The fair value of our Amended Term Loan A Facility, Amended Term Loan B Facility, 5.625% Notes, 4.125% Notes, and the Convertible Notes is estimated based on quoted prices in active markets. During the first quarter of 2024, we reassessed the trading frequency of our previously described long-term debt instruments and reclassified them from a Level 1 measurement to a Level 2 measurement.
Additionally, in February 2021, we entered into a third-party financing arrangement providing the Company with upfront cash proceeds while permitting us to participate in future proceeds on certain claims. The financing obligation has been classified as a non-current liability and the fair value of the financing obligation is based on what we expect to be settled in a future period of which the principal is contingent and predicated on other events, plus accreted period non-cash interest using an effective interest rate of 27.0% until the claims and related obligation is settled. The financing obligation has been classified as a Level 3 measurement and is included within our Consolidated Balance Sheets in "Long-term debt, net of current maturities, debt discount, and debt issuance costs." See Note 10, "Long-term Debt."
Other Liabilities
Other liabilities as of December 31, 2024 include contingent purchase price liabilities related to Plainridge Park Casino and HitPoint Inc. and Lucky Point Inc. (collectively, "HitPoint"). The HitPoint contingent purchase price liability was payable in installments up to a maximum of $1.0 million in the form of cash and equity, on the first three anniversaries of the acquisition close date and was based on the achievement of mutual goals established by the Company and HitPoint. The final payment of shares and cash were issued during the second and third quarters of 2024, respectively. See Note 14, "Stockholders' Equity." As of December 31, 2024, there are no annual achievement periods remaining. The Plainridge Park Casino contingent purchase price liability is calculated based on earnings of the gaming operations over the first ten years of operations, which commenced on June 24, 2015. As of December 31, 2024, we were contractually obligated to make one additional annual payment. The fair value of the Plainridge Park Casino contingent purchase price liability is estimated based on an income approach using a discounted cash flow model. These contingent purchase price liabilities have been classified as a Level 3 measurement and are included within our Consolidated Balance Sheets in "Accrued expenses and other current liabilities" or "Other long-term liabilities," depending on the timing of the next payment.
Additionally, as of December 31, 2024 and 2023, Other liabilities include a $39.5 million and $70.0 million tax indemnification, respectively, as described in Note 2, "Significant Accounting Policies and Basis of Presentation" Liabilities associated with the indemnification of $39.5 million are recorded in "Other long-term liabilities" within our Consolidated Balance Sheets. The indemnity has been classified as a Level 3 measurement. Key assumptions used to estimate the fair value of the indemnification include the expected tax rate and the probability of potential outcomes based on valuation methods that utilize unobservable inputs that are significant to the overall fair value as of December 31, 2024 and 2023. The assessment of the significance of a particular input to the fair value measurement requires judgment.
The carrying amounts and estimated fair values by input level of the Company's financial instruments were as follows:
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| (in millions) | Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 |
| Financial assets: | |||||
| Cash and cash equivalents | $706.6 | $706.6 | $706.6 | $— | $— |
| Equity securities | $10.6 | $10.6 | $10.6 | $— | $— |
| Available-for-sale debt securities | $31.5 | $31.5 | $— | $— | $31.5 |
| Held-to-maturity securities | $6.7 | $6.7 | $— | $6.7 | $— |
| Promissory notes | $7.9 | $7.9 | $— | $7.9 | $— |
| Financial liabilities: | |||||
| Long-term debt | |||||
| Amended Credit Facilities | $1,437.0 | $1,453.9 | $— | $1,453.9 | $— |
| 5.625% Notes | $399.8 | $393.0 | $— | $393.0 | $— |
| 4.125% Notes | $395.5 | $356.0 | $— | $356.0 | $— |
| Convertible Notes | $327.9 | $355.7 | $— | $355.7 | $— |
| Other long-term obligations | $210.5 | $209.3 | $— | $8.1 | $201.2 |
| Other liabilities | $44.6 | $44.6 | $— | $2.7 | $41.9 |
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| (in millions) | December 31, 2023 | ||||
|---|---|---|---|---|---|
| Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 | |
| Financial assets: | |||||
| Cash and cash equivalents | $ 1,071.8 | $ 1,071.8 | $ 1,071.8 | $ — | $ — |
| Equity securities | $ 10.7 | $ 10.7 | $ 10.7 | $ — | $ — |
| Available-for-sale debt securities | $ 24.2 | $ 24.2 | $ — | $ — | $ 24.2 |
| Held-to-maturity securities | $ 6.7 | $ 6.7 | $ — | $ 6.7 | $ — |
| Promissory notes | $ 7.9 | $ 7.9 | $ — | $ 7.9 | $ — |
| Financial liabilities: | |||||
| Long-term debt | |||||
| Amended Credit Facilities | $ 1,471.7 | $ 1,483.5 | $ 1,483.5 | $ — | $ — |
| 5.625% Notes | $ 399.7 | $ 388.0 | $ 388.0 | $ — | $ — |
| 4.125% Notes | $ 394.6 | $ 340.0 | $ 340.0 | $ — | $ — |
| Convertible Notes | $ 326.1 | $ 427.6 | $ 427.6 | $ — | $ — |
| Other long-term obligations | $ 173.5 | $ 172.1 | $ — | $ 18.0 | $ 154.1 |
| Other liabilities | $ 79.0 | $ 78.9 | $ — | $ 2.7 | $ 76.2 |
The following table summarizes the changes in fair value of our Level 3 assets and liabilities measured on a recurring basis:
| (in millions) | Other Assets and Liabilities |
|---|---|
| Balance as of January 1, 2022 | $ 100.9 |
| Interest | 27.6 |
| Payments | (2.7) |
| Included in loss (1) | (0.6) |
| Balance as of December 31, 2022 | 125.2 |
| Additions | 90.0 |
| Interest | 36.1 |
| Payments | (2.9) |
| Included in loss and other comprehensive loss (1)(2) | 6.1 |
| Balance as of December 31, 2023 | 254.5 |
| Interest | 47.1 |
| Payment installments | (33.1) |
| Included in loss and other comprehensive loss (1)(2) | 6.1 |
| Balance as of December 31, 2024 | $ 274.6 |
(1) The expense is included in "General and administrative" within our Consolidated Statements of Operations.
(2) Includes unrealized gain on debt securities within our Consolidated Statements of Comprehensive Income (Loss).
The following table sets forth the assets measured at fair value on a non-recurring basis as of December 31, 2024 and 2023:
| (in millions) | Valuation Date | Valuation Technique | Level 1 | Level 2 | Level 3 | Total Balance | Total Reduction in Fair Value Recorded |
|---|---|---|---|---|---|---|---|
| Goodwill | 10/1/2024 | Discounted cash flow and market approach | $ — | $ — | $ 197.0 | $ 197.0 | $ 12.3 |
| Gaming licenses | 10/1/2024 | Discounted cash flow | $ — | $ — | $ 71.0 | $ 71.0 | $ 69.3 |
| Trademarks | 10/1/2024 | Discounted cash flow | $ — | $ — | $ 56.0 | $ 56.0 | $ 7.5 |
| Goodwill | 10/1/2023 | Discounted cash flow and market approach | $ — | $ — | $ — | $ — | $ 30.0 |
| Gaming licenses | 10/1/2023 | Discounted cash flow | $ — | $ — | $ 130.0 | $ 130.0 | $ 100.6 |
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The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities on a recurring basis as of December 31, 2024:
| Valuation Technique | Unobservable Input | Discount Rate | |
|---|---|---|---|
| Available-for-sale debt securities | Discounted cash flow | Discount rate | 35.0% |
| Other long-term obligation | Discounted cash flow | Discount rate | 27.0% |
| Contingent purchase price - Plainridge Park Casino | Discounted cash flow | Discount rate | 6.6% |
As discussed in Note 8, “Goodwill and Other Intangible Assets,” we recorded impairment charges on the indefinite-lived intangible asset classes below, following our annual impairment assessments in the Northeast, South, and Midwest segments for the year ended December 31, 2024, and in the Northeast segment for the year ended December 31, 2023. The table below presents quantitative information about the significant unobservable inputs used in the fair value measurements as of the valuation date below:
| (in millions) | Fair Value | Valuation Technique | Unobservable Input | Range or Amount |
|---|---|---|---|---|
| As of December 31, 2024 | ||||
| Gaming licenses | $ 71.0 | Discounted cash flow | Discount rate | 12.5 % |
| Long-term revenue growth rate | 2.0 % | |||
| Trademarks | $ 56.0 | Discounted cash flow | Discount rate | 12.5% - 14.5% |
| Long-term revenue growth rate | 2.0% - 4.0% | |||
| Pretax royalty rate | 1.5% - 5.0% | |||
| As of December 31, 2023 | ||||
| Gaming licenses | $ 130.0 | Discounted cash flow | Discount rate | 12.5% - 13.0% |
| Long-term revenue growth rate | 2.0 % |
Note 19—Related Party Transactions
The Company currently leases two executive office buildings in Wyomissing, Pennsylvania from affiliates of its chairman emeritus of the Board of Directors. Rent expense was $1.1 million for each of the three years ended December 31, 2024, 2023, and 2022, respectively. One lease was renewed in December 2022 and will expire in December 2025. The other long-term lease will expire in August 2026. The future minimum lease commitments relating to the leases as of December 31, 2024 are $1.1 million.
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