Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K/A
(Amendment No. 1)

(Mark One)    

ý

 

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

For the fiscal year ended December 31, 2014

OR

o

 

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

For the transition period from            to          

Commission file number 0-24206

Penn National Gaming, Inc.
(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction of
incorporation or organization)
  23-2234473
(I.R.S. Employer
Identification No.)

825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania

(Address of principal executive offices)

 

19610
(Zip Code)

Registrant's telephone number, including area code: (610) 373-2400
Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Name of each exchange on which registered
None   None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Series C Preferred Stock, par value $.01 per share
(Title of Class)

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

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

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

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

          As of June 30, 2014 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately $867 million. Such aggregate market value was computed by reference to the closing price of the common stock as reported on the NASDAQ Global Select Market on June 30, 2014.

          The number of shares of the registrant's common stock outstanding as of February 18, 2015 was 79,673,593.

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the registrant's definitive proxy statement for its 2015 annual meeting of shareholders are incorporated by reference into Part III.

   


Table of Contents


TABLE OF CONTENTS

 
   
  Page
EXPLANATORY NOTE    
IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS    

PART I

 

 

ITEM 1.

 

BUSINESS

 

1
ITEM 1A.   RISK FACTORS   15
ITEM 1B.   UNRESOLVED STAFF COMMENTS   31
ITEM 2.   PROPERTIES   31
ITEM 3.   LEGAL PROCEEDINGS   33
ITEM 4.   MINE SAFETY DISCLOSURES   34

PART II

 

 

ITEM 5.

 

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

35
ITEM 6.   SELECTED FINANCIAL DATA   36
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   39
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   73
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   74
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE   139
ITEM 9A.   CONTROLS AND PROCEDURES   139
ITEM 9B.   OTHER INFORMATION   143

PART III

 

 

ITEM 10.

 

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

143
ITEM 11.   EXECUTIVE COMPENSATION   143
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS   143
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE   143
ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES   144

PART IV

 

 

ITEM 15.

 

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

145

i


Table of Contents


EXPLANATORY NOTE

        In this Annual Report on Form 10-K/A ("Form 10-K/A"), the terms "we", "our", the "Company" and "Penn" refer to Penn National Gaming, Inc. and its subsidiaries, unless the context indicates otherwise.

        The Company is restating its audited financial statements for the years ended December 31, 2014 and 2013 and its interim financial statements for the quarters ended March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, March 31, 2014, June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015. See the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on October 22, 2015 for additional details.

        The Company originally concluded that its Master Lease agreement (the "Master Lease"—see Note 3 to the consolidated financial statements) with Gaming and Leisure Properties, Inc. ("GLPI") should be accounted for as an operating lease under Generally Accepted Accounting Principles. This accounting was applied in the Company's financial statements for the years ended December 31, 2014 and 2013, respectively, which were accompanied by unqualified opinions of Ernst & Young, LLP ("EY"), the Company's independent registered public accounting firm. Upon theCompany's recent reconsideration of that accounting treatment, the Company re-examined this accounting and the relevant accounting literature. The restatement primarily results from the Company's accounting for its November 1, 2013 spin-off of real estate assets to GLPI and entrance into the Master Lease , which was previously recognized as a sale-leaseback. As explained in Note 2 to the consolidated financial statements included within this report, the Company did not meet all of the requirements for sale-leaseback accounting under Accounting Standards Codification ("ASC") 840, "Leases", and therefore the transaction should be accounted for as a failed spin-off-leaseback which resulted in the transaction being recorded as a financing obligation rather than a distribution of assets followed by an operating lease. As a result, the Company is precluded from derecognizing the real estate assets and is instead required to recognize a financing obligation. The restated consolidated balance sheets therefore include an adjustment to property and equipment, net for the carrying value of the real property leased from GLPI of $2.04 billion and $2.01 billion at December 31, 2014 and 2013, respectively, and additional liabilities of $3.61 billion and $3.53 billion at December 31, 2014 and 2013, respectively, representing the present value of the future minimum lease payments due to GLPI under the Master Lease and the funded construction of certain leased real estate assets in development at the date of the Spin-Off. Consequently, the restated consolidated statements of operations no longer report rent expense for the obligations under the Master Lease, but rather include interest expense associated with the financing obligation and depreciation expense related to the real estate assets, along with the periodic reduction of the financing obligation reflected in the consolidated balance sheets. The lease payment amounts previously recorded as rent expense were $421.4 million and $69.5 million for the years ended December 31, 2014 and 2013, respectively. The increases to interest expense and depreciation expense as a result of this restatement are $379.2 million and $89.8 million, respectively, for the year ended December 31, 2014, and $62.1 million and $14.8 million, respectively, for the year ended December 31, 2013.

        Additionally, this change in accounting treatment resulted in adjustments to the carrying amounts of the Company's reporting units as well as differences in the allocation of the Company's GLPI financing obligation to the impacted reporting units, which changed each reporting unit's fair value. This resulted in a net decrease to the Company's previously recognized impairment charges related to goodwill and indefinite-lived gaming licenses of $161.2 million and $334.1 million for the years ended December 31, 2014 and 2013, respectively. The Company has also included in the restated consolidated financial statements corrections of additional errors related to the recognition of discontinued operations for the businesses distributed to GLPI on November 1, 2013, the classification of the cash distribution to GLPI in connection with distributed businesses in the consolidated statement of cash flows, the accounting for payments made to relocate certain gaming operations in Ohio which opened in 2014, a charge of $10.7 million in our 2013 Consolidated Statement of Operations in connection with

ii


Table of Contents

the Carlino Exchange Agreement, correction of the classification of an operating lease to a capital lease, as well as certain other miscellaneous items described in Note 2 to the consolidated financial statements included in this report. Finally, the Company concluded that as a result of the failed spin-off-leaseback accounting treatment which resulted in a significant increase to our net deferred tax assets, an additional valuation allowance should be recorded on our net deferred tax assets given the significant negative evidence associated with being in or expecting to be in a three year cumulative pre-tax loss position and the insufficient objectively verifiable positive evidence to support the realization of the Company's deferred tax assets.

        This Amendment No. 1 on Form 10-K/A ("Form 10-K/A") to our Annual Report on Form 10-K for the annual period ended December 31, 2014, initially filed with the Securities and Exchange Commission (the "SEC") on February 27, 2015 (the "Original Filing"), is being filed to reflect the restatement of (i) the Company's consolidated balance sheets at December 31, 2014 and 2013 and (ii) the Company's consolidated statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2014, 2013 and 2012, and the notes related thereto. For a more detailed description of these restatements see Note 2 to the accompanying consolidated financial statements in this Form 10-K/A.

        Notably, the adjustments in the Restatement did not have a significant impact on the Company's leverage ratios under its senior credit facility and other debt instruments (as the terms of those obligations require the Master Lease to be treated as an operating lease regardless of the treatment required under GAAP), had no, and will have no future impact on the following indicators of the Company's performance:

        For the convenience of the reader, this Form 10-K/A sets forth the Original Filing in its entirety. However, this Form 10-K/A only amends and restates Item 1of Part I, Items 6, 7, 8 and 9A of Part II, Items 10 and 13 of Part III and Item 15 of Part IV of the Original Filing, in each case, as a result of, and to reflect the restatement. No other information in the Original Filing is amended. In addition, pursuant to the rules of the SEC, Item 15 of Part IV of the Original Filing has been amended to contain the currently-dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications of our Chief Executive Officer and Chief Financial Officer are attached to this Form 10-K/A as Exhibits 31.1, 32.1, 31.2 and 32.2, respectively. For a more detailed description of these restatements see Note 2 to the accompanying consolidated financial statements in this Form 10-K/A.

iii


Table of Contents


IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS

        This document includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are included throughout the document, including the section entitled "Risk Factors," and relate to our business strategy, our prospects and our financial position. These statements can be identified by the use of forward-looking terminology such as "believes," "estimates," "expects," "intends," "may," "will," "should" or "anticipates" or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward-looking statements may include, among others, statements concerning:

        Although Penn National Gaming, Inc. ("Penn") and its subsidiaries (together with Penn, collectively, the "Company") believe that the expectations reflected in such forward-looking statements are reasonable, they are inherently subject to risks, uncertainties and assumptions about our subsidiaries and us, and accordingly, our forward-looking statements are qualified in their entirety by reference to the factors described below and in the information incorporated by reference herein. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, risks related to the following:

iv


Table of Contents

        All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this document. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur.

v


Table of Contents


PART I

ITEM 1.    BUSINESS

Overview

        We are a leading, diversified, multi-jurisdictional owner and manager of gaming and pari-mutuel properties. The Company was incorporated in Pennsylvania in 1982 as PNRC Corp. and adopted its current name in 1994, when the Company became a publicly traded company. In 1997, we began our transition from a pari-mutuel company to a diversified gaming company with the acquisition of the Charles Town property and the introduction of video lottery terminals in West Virginia. Since 1997, we have continued to expand our gaming operations through strategic acquisitions, greenfield projects, and property expansions. We, along with our joint venture partner, opened Hollywood Casino at Kansas Speedway on February 3, 2012. In Ohio, we have opened four new gaming properties over the last three years, including: Hollywood Casino Toledo on May 29, 2012, Hollywood Casino Columbus on October 8, 2012, Hollywood Gaming at Dayton Raceway on August 28, 2014, and Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014. In addition, on November 2, 2012, we acquired Harrah's St. Louis, which we subsequently rebranded as Hollywood Casino St. Louis. Finally, we are in the process of constructing Plainridge Park Casino, an integrated racing and gaming facility in Plainville, Massachusetts, which we expect to open in June 2015, as well as the Jamul development project near San Diego, California, which we anticipate completing in mid-2016.

        We believe that our portfolio of assets provides us the benefit of a geographically diversified cash flow from operations. We continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and the development of new gaming properties, particularly in attractive regional markets.

        In this Annual Report on Form 10-K/A, the terms "we," "us," "our," the "Company" and "Penn" refer to Penn National Gaming, Inc. and its subsidiaries, unless the context indicates otherwise.

Spin-Off of Real Estate Assets through a Real Estate Investment Trust

        On November 1, 2013, the Company completed its plan to separate its gaming operating assets from its real property assets by creating a newly formed, publicly traded real estate investment trust ("REIT"), known as Gaming and Leisure Properties, Inc. ("GLPI"), through a tax free spin-off (the "Spin-Off"). Penn effected the Spin-Off by distributing one share of common stock of GLPI to the holders of Penn common stock and Series C Convertible Preferred Stock ("Series C Preferred Stock") for every share of Penn common stock and every 1/1000th of a share of Series C Preferred Stock that they held at the close of business on October 16, 2013, the record date for the Spin-Off. Peter M. Carlino and the PMC Delaware Dynasty Trust dated September 25, 2013, a trust for the benefit of Mr. Carlino's children, also received 882,129 additional shares of GLPI common stock, in exchange for 2,167,393 shares of Penn common stock that they transferred to Penn immediately prior to the Spin-Off, and Mr. Carlino exchanged certain options to acquire Penn common stock for options to acquire GLPI common stock having the same aggregate intrinsic value. Penn engaged in these exchanges with Mr. Carlino and his related trust to ensure that each member of the Carlino family beneficially owns 9.9% or less of the outstanding shares of Penn common stock following the Spin-Off, so that GLPI can qualify to be taxed as a REIT for United States ("U.S.") federal income tax purposes.

        In addition, through a series of internal corporate restructurings, Penn contributed to GLPI substantially all of the assets and liabilities associated with Penn's real property interests and real estate development business, as well as all of the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which are referred to as the "TRS Properties." As a result of the Spin-Off, GLPI owns substantially all of Penn's former real property assets and leases back those assets (other than the TRS Properties) to Penn for use by its subsidiaries, under a "triple net" master lease agreement (the "Master Lease") (which has a fifteen-year initial term that can be extended at Penn's

1


Table of Contents

option for up to four five-year renewal terms), as well as owns and operates the TRS Properties. Penn continues to operate the leased gaming facilities and hold the associated gaming licenses with these facilities. As a result of the Spin-Off, the Company's results for the year ended December 31, 2013 only include the TRS Properties for the period January 1, 2013 through October 31, 2013. The TRS properties have been reported as discontinued operations in the Company's financial statements.

        The Company received a private letter ruling from the Internal Revenue Service relating to the tax treatment of the separation and the qualification of GLPI as a REIT. The private letter ruling is subject to certain qualifications and based on certain representations and statements made by the Company and certain of its shareholders. If such representations and statements are untrue or incomplete in any material respect (including as a result of a material change in the transaction or other relevant facts), the Company may not be able to rely on the private letter ruling. The Company received opinions from outside counsel regarding certain aspects of the transaction that are not covered by the private letter ruling.

        Prior to the Spin-Off, we entered into a Separation and Distribution Agreement with GLPI setting forth the mechanics of the Spin-Off, certain organizational matters and other ongoing obligations of the Company and GLPI. The Company and GLPI or their respective subsidiaries, as applicable, also entered into a number of other agreements prior to the Spin-Off to provide a framework for the restructuring and for the relationships between GLPI and the Company.

Master Lease

        As of December 31, 2014, the Company leased from GLPI real property assets associated with eighteen of the Company's gaming and related facilities used in the Company's operations. Our two projects currently under development, Plainridge Park Casino and a Hollywood Casino branded facility with the Jamul Tribe, are not subject to the Master Lease. The following summary of the Master Lease is qualified in its entirety by reference to the Master Lease which has been filed with the Securities and Exchange Commission as Exhibit 10.20 to this Form 10-K/A. It was determined that the Master Lease did not meet the requirements of a normal leaseback under ASC 840 due to prohibited forms of continuing involvement and is therefore accounted for as a financing obligation.

        The payment structure under the Master Lease, which became effective November 1, 2013, includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to a floor of zero (i) every five years by an amount equal to 4% of the average change to net revenues of all facilities under the Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years, and (ii) monthly by an amount equal to 20% of the change in net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month. In addition, with the openings of Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course in the third quarter of 2014, these properties began making payments subject to the terms of the Master Lease, which had the impact of increasing our annual payment related to the Master Lease by approximately $19 million, which approximates ten percent of the real estate construction costs paid for by GLPI related to these facilities.

        In April 2014, an amendment to the Master Lease was entered into in order to revise certain provisions relating to our Sioux City property. In accordance with the amendment, upon the cessation of gaming operations at Argosy Casino Sioux City on July 30, 2014 due to the termination of its gaming license, the annual payment to GLPI was reduced by $6.2 million. Additionally, the Company finalized its calculation of the coverage ratio in accordance with the appropriate provisions of the Master Lease to determine if an annual base payment escalator is due. The calculation of the escalator resulted in an increase to our annual payment of $3.2 million. The net impact of the two items above resulted in lower interest expense on our financing obligation with GLPI.

2


Table of Contents

        The Master Lease is commonly known as a triple-net lease. Accordingly, in addition to financing obligation payments, the Company is required to pay the following, among other things: (1) all facility maintenance; (2) all insurance required in connection with the leased properties and the business conducted on the leased properties; (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

        At the Company's option, the Master Lease may be extended for up to four five-year renewal terms beyond the initial fifteen-year term, on the same terms and conditions. If we elect to renew the term of the Master Lease, the renewal will be effective as to all, but not less than all, of the leased property then subject to the Master Lease, provided that the final renewal option shall only be exercisable with respect to certain of the barge-based facilities—i.e., facilities where barges serve as foundations upon which buildings are constructed to serve as gaming or related facilities or serve ancillary purposes such as access platforms or shear barges to protect a gaming facility from floating debris—following an independent third party expert's review of the total useful life of the applicable barged-based facility measured from the beginning of the initial term. If the final five-year renewal term would not cause the aggregate term to exceed 80% of the useful life of such facility, the facility shall be included in the five-year renewal. In the event that a five-year renewal of such facility would cause it to exceed 80% of the estimated useful life, such facility shall be included in the renewal for the period of time equal to but not exceeding 80% of the estimated useful life.

        We do not have the ability to terminate our obligations under the Master Lease prior to its expiration without GLPI's consent. If the Master Lease is terminated prior to its expiration other than with GLPI's consent, we may be liable for damages and incur charges such as continued lease payments through the end of the lease term and maintenance costs for the leased property.

Segment Information

        Our Chief Executive Officer, who is the Company's Chief Operating Decision Maker ("CODM") as that term is defined in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280, "Segment Reporting" ("ASC 280"), measures and assesses the Company's business performance based on regional operations of various properties grouped together based primarily on their geographic locations. In January 2014, the Company named Jay Snowden as its Chief Operating Officer and the Company decided in connection with this announcement to re-align its reporting structure. Starting in January 2014, the Company's reportable segments are: (i) East/Midwest, (ii) West, and (iii) Southern Plains. See "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8—Financial Statements and Supplementary Data—Note 18—Segment Information."

        The East/Midwest reportable segment consists of the following properties: Hollywood Casino at Charles Town Races, Hollywood Casino Bangor, Hollywood Casino at Penn National Race Course, Hollywood Casino Lawrenceburg, Hollywood Casino Toledo, which opened on May 29, 2012, Hollywood Casino Columbus, which opened on October 8, 2012, Hollywood Gaming at Dayton Raceway, which opened on August 28, 2014, and Hollywood Gaming at Mahoning Valley Race Course, which opened on September 17, 2014. It also includes the Company's Casino Rama management service contract and the Plainville project in Massachusetts which the Company expects to open in June 2015. It also previously included Hollywood Casino Perryville which was contributed to GLPI on November 1, 2013 and is reported as discontinued operations.

        The West reportable segment consists of the following properties: Zia Park Casino and the M Resort, as well as the Jamul development project, which the Company anticipates completing in mid-2016.

        The Southern Plains reportable segment consists of the following properties: Hollywood Casino Aurora, Hollywood Casino Joliet, Argosy Casino Alton, Argosy Casino Riverside, Hollywood Casino Tunica, Hollywood Casino Gulf Coast (formerly Hollywood Casino Bay St. Louis), Boomtown Biloxi,

3


Table of Contents

and Hollywood Casino St. Louis (formerly Harrah's St. Louis which was acquired from Caesars Entertainment on November 2, 2012), and includes the Company's 50% investment in Kansas Entertainment, LLC ("Kansas Entertainment"), which owns the Hollywood Casino at Kansas Speedway. On July 30, 2014, the Company closed Argosy Casino Sioux City. It also previously included Hollywood Casino Baton Rouge which was contributed to GLPI on November 1, 2013 and is reported as discontinued operations.

        The Other category consists of the Company's standalone racing operations, namely Rosecroft Raceway, Sanford-Orlando Kennel Club, and the Company's joint venture interests in Sam Houston Race Park, Valley Race Park, and Freehold Raceway, as well as the Company's 50% joint venture with the Cordish Companies in New York which we expect to dissolve in 2015. It also previously included the Company's Bullwhackers property, which was sold in July 2013. If the Company is successful in obtaining gaming operations at these locations, they would be assigned to one of the Company's reportable segments. The Other category also includes the Company's corporate overhead operations which does not meet the definition of an operating segment under ASC 280.

Properties

        As of December 31, 2014, we owned, managed, or had ownership interests in twenty-six facilities in the following seventeen jurisdictions: Florida, Illinois, Indiana, Kansas, Maine, Maryland, Massachusetts, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. The Company, along with its joint venture partner, opened Hollywood Casino at Kansas Speedway on February 3, 2012. In Ohio, the Company opened four new gaming properties over the last three years, including: Hollywood Casino Toledo on May 29, 2012, Hollywood Casino Columbus on October 8, 2012, Hollywood Gaming at Dayton Raceway on August 28, 2014, and Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014. In addition, on November 2, 2012, the Company acquired Harrah's St. Louis, which we subsequently rebranded as Hollywood Casino St. Louis. On July 30, 2014, the Company closed its facility in Sioux City, Iowa, and on July 1, 2013, the Company sold its Bullwhackers property located in Colorado. As such, the Company no longer has any operations in Iowa and Colorado. Additionally, as a result of the Spin-Off, Hollywood Casino Baton Rouge in Louisiana and Hollywood Casino Perryville in Maryland were contributed to GLPI on November 1, 2013.

        The real estate of the Master Lease properties described below was contributed to GLPI as part of the Spin-Off; however, Penn continues to operate the leased gaming facilities. The following table

4


Table of Contents

summarizes certain features of the Master Lease properties operated and managed by us as of December 31, 2014:


Master Lease Properties

 
  Location   Type of Facility   Approx.
Property
Square
Footage(1)
  Gaming
Machines
  Table
Games(2)
  Hotel
Rooms
 

Hollywood Casino at Charles Town Races

  Charles Town, WV   Land-based gaming/Thoroughbred racing     511,249     2,677     99     153  

Hollywood Casino Lawrenceburg

  Lawrenceburg, IN   Dockside gaming     634,000     2,223     71     295  

Hollywood Casino Toledo

  Toledo, OH   Land-based gaming     285,335     2,043     60      

Hollywood Casino Columbus

  Columbus, OH   Land-based gaming     354,075     2,268     78      

Hollywood Gaming at Dayton Raceway

  Dayton, OH   Land-based gaming/Harness racing     191,037     984          

Hollywood Gaming at Mahoning Valley Race Course

  Youngstown, OH   Land-based gaming/Thoroughbred racing     177,448     866          

Hollywood Casino St. Louis

  Maryland Heights, MO   Dockside gaming     645,270     2,112     57     502  

Hollywood Casino at Penn National Race Course

  Grantville, PA   Land-based gaming/Thoroughbred racing     451,758     2,433     54      

M Resort

  Henderson, NV   Land-based gaming     910,173     1,342     40     390  

Argosy Casino Riverside

  Riverside, MO   Dockside gaming     450,397     1,473     29     258  

Hollywood Casino Gulf Coast

  Bay St. Louis, MS   Land-based gaming     425,920     1,151     19     291  

Hollywood Casino Tunica

  Tunica, MS   Dockside gaming     315,831     1,095     20     494  

Hollywood Casino Aurora

  Aurora, IL   Dockside gaming     222,189     1,157     21      

Boomtown Biloxi

  Biloxi, MS   Dockside gaming     134,800     960     16      

Hollywood Casino Joliet

  Joliet, IL   Dockside gaming     322,446     1,126     23     100  

Hollywood Casino Bangor

  Bangor, ME   Land-based gaming/Harness racing     257,085     900     12     152  

Argosy Casino Alton(3)

  Alton, IL   Dockside gaming     241,762     907     12      

Argosy Casino Sioux City(4)

  Sioux City, IA   Dockside gaming                  

Zia Park Casino

  Hobbs, NM   Land-based gaming/Thoroughbred racing     193,645     750         154  

Total

            6,724,420     26,467     611     2,789  

(1)
Square footage includes conditioned space and excludes parking garages and barns.

(2)
Excludes poker tables.

(3)
Excludes the riverboat, which continues to be owned by Penn.

(4)
This facility was closed on July 30, 2014.

        The following table summarizes certain features of the other properties owned and operated, or managed, by us as of December 31, 2014:


Other Properties

 
  Location   Type of Facility   Approx.
Property
Square
Footage(1)
  Gaming
Machines
  Table
Games(2)
  Hotel
Rooms
 

Owned Properties:

                                 

Hollywood Casino at Kansas Speedway(3)

  Kansas City, KS   Land-based gaming     244,791     2,000     40      

Beulah Park(4)

  Grove City, OH   Thoroughbred racing                  

Freehold Raceway(5)

  Freehold, NJ   Standardbred racing     132,865              

Raceway Park(6)

  Toledo, OH   Standardbred racing                  

Rosecroft Raceway

  Oxon Hill, MD   Standardbred racing     183,950              

Sanford-Orlando Kennel Club

  Longwood, FL   Greyhound racing     58,940              

Plainridge Racecourse(7)

  Plainville, MA   Harness racing     55,230              

Sam Houston Race Park(8)

  Houston, TX   Thoroughbred racing     283,383              

Valley Race Park(8)

  Harlingen, TX   Greyhound racing     118,216              

Managed Property:

                                 

Casino Rama(9)

  Orillia, Ontario   Land-based gaming     840,928     2,499     106     289  

Total

            1,918,303     4,499     146     289  

(1)
Square footage includes conditioned space and excludes parking garages and barns.

(2)
Excludes poker tables.

5


Table of Contents

(3)
Pursuant to a joint venture with International Speedway Corporation ("International Speedway").

(4)
Operations for this property have been relocated to Hollywood Gaming at Mahoning Valley Race Course located in Austintown, Ohio. The facility closed on May 3, 2014.

(5)
Pursuant to a joint venture with Greenwood Limited Jersey, Inc., a subsidiary of Greenwood Racing, Inc.

(6)
Operations for this property have been relocated to Hollywood Gaming at Dayton Raceway located in Dayton, Ohio. The facility closed on June 30, 2014.

(7)
Slots parlor under construction anticipated to open in June 2015.

(8)
Pursuant to a joint venture with MAXXAM, Inc. ("MAXXAM").

(9)
Pursuant to a management contract.

        As mentioned above, we organize the properties we operate, manage and own, as applicable, into three segments, East/Midwest, West and Southern Plains. Below is a description of each of our properties by segment.

East/Midwest Properties

Hollywood Casino at Charles Town Races

        Hollywood Casino at Charles Town Races is located in Charles Town, West Virginia, within approximately a one-hour drive of the Baltimore, Maryland and Washington, D.C. markets. Hollywood Casino at Charles Town Races features 511,249 of property square footage with 2,677 gaming machines, 99 table games and 26 poker tables and a 153-room hotel. Hollywood Casino at Charles Town Races also features various dining options, including a high-end steakhouse, a sports bar and entertainment lounge, as well as an Asian themed restaurant. The complex also features live thoroughbred racing at a 3/4-mile all-weather lighted thoroughbred racetrack with a 3,000-seat grandstand, parking for 5,781 vehicles and simulcast wagering and dining.

Hollywood Casino at Penn National Race Course

        Hollywood Casino at Penn National Race Course is located in Grantville, Pennsylvania, which is 15 miles northeast of Harrisburg. Hollywood Casino at Penn National Race Course features 451,758 of property square footage with 2,433 slot machines, 54 table games and 16 poker tables. The facility also includes an entertainment bar and lounge, a sports bar, a buffet, a high-end steakhouse and various casual dining options, as well as a simulcast facility and viewing area for live racing. The facility has ample parking, including a five-story self-parking garage, with capacity for approximately 2,200 cars, and approximately 1,500 surface parking spaces for self and valet parking. The property includes a one-mile all-weather lighted thoroughbred racetrack and a 7/8-mile turf track. The property also includes 393 acres that are available for future expansion or development.

Hollywood Casino Lawrenceburg

        Hollywood Casino Lawrenceburg is located on the Ohio River in Lawrenceburg, Indiana, approximately 15 miles west of Cincinnati. The Hollywood-themed casino riverboat has 634,000 square feet of property square footage with 2,223 slot machines, 71 table games and 19 poker tables. Hollywood Casino Lawrenceburg also includes a 295-room hotel, as well as a restaurant, a bar, a nightclub, a sports bar, two cafes and meeting space.

        The City of Lawrenceburg Department of Redevelopment has recently completed construction of a hotel and event center located less than a mile away from our Hollywood Casino Lawrenceburg property. Effective in mid January 2015, by contractual agreement, the hotel and event center is owned and operated by a subsidiary of the Company. The hotel and event center includes 168 rooms, approximately 18,000 square feet of multipurpose space and 19,500 square feet of ballroom and meeting space.

6


Table of Contents

Hollywood Casino Toledo

        Hollywood Casino Toledo is located in Toledo, Ohio and opened on May 29, 2012. Hollywood Casino Toledo is a Hollywood-themed casino featuring 285,335 of property square footage with 2,043 slot machines, 60 table games and 20 poker tables. Hollywood Casino Toledo also includes multiple food and beverage outlets, an entertainment lounge, and structured and surface parking for approximately 3,300 spaces.

Hollywood Casino Columbus

        Hollywood Casino Columbus is located in Columbus, Ohio and opened on October 8, 2012. Hollywood Casino Columbus is a Hollywood-themed casino featuring 354,075 of property square footage with 2,268 slot machines, 78 table games and 36 poker tables. Hollywood Casino Columbus also includes multiple food and beverage outlets, an entertainment lounge, and structured and surface parking for 4,616 spaces.

Hollywood Gaming at Dayton Raceway

        Hollywood Gaming at Dayton Raceway is located in Dayton, Ohio and opened on August 28, 2014. Hollywood Gaming at Dayton Raceway is a Hollywood-themed facility featuring 191,037 of property square footage with 984 video lottery terminals and a 5/8-mile standardbred racetrack. Hollywood Gaming at Dayton Raceway also includes various restaurants, bars, surface parking for 1,800 spaces and other amenities.

Hollywood Gaming at Mahoning Valley Race Course

        Hollywood Gaming at Mahoning Valley Race Course is located in Youngstown, Ohio and opened on September 17, 2014. Hollywood Gaming at Mahoning Valley Race Course is a Hollywood-themed facility featuring 177,448 of property square footage with 866 video lottery terminals and a one-mile thoroughbred racetrack. Hollywood Gaming at Mahoning Valley Race Course also includes various restaurants, bars, surface parking for 1,251 spaces and other amenities.

Hollywood Casino Bangor

        Hollywood Casino Bangor, which is located in Bangor, Maine, includes 257,085 of property square footage with 900 slot machines, 12 table games and 4 poker tables. Hollywood Casino Bangor's amenities include a 152-room hotel with 5,119 square feet of meeting and multipurpose space, three eateries, a buffet, a snack bar and a casual dining restaurant, a small entertainment stage, and a four-story parking garage with 1,500 spaces. Bangor Raceway, which is adjacent to the property, is located at historic Bass Park and includes a one-half mile standardbred racetrack and grandstand to seat 3,500 patrons.

Casino Rama

        Through CHC Casinos Canada Limited ("CHC Casinos"), our indirectly wholly-owned subsidiary, we manage Casino Rama, a full service gaming and entertainment facility, on behalf of the Ontario Lottery and Gaming Corporation ("OLGC"), an agency of the Province of Ontario. Casino Rama is located on the lands of the Rama First Nation, approximately 90 miles north of Toronto. The property has 864,047 of property square footage with 2,499 gaming machines, 106 table games and 12 poker tables. In addition, the property includes a 5,000-seat entertainment facility, a 289-room hotel and 3,642 surface parking spaces.

        The Development and Operating Agreement (the "Agreement"), which we refer to as the management service contract for Casino Rama, sets out the duties, rights and obligations of CHC Casinos and our indirectly wholly-owned subsidiary, CRC Holdings, Inc. The compensation under the Agreement is a base fee equal to 2.0% of gross revenues of the casino and an incentive fee equal to 5.0% of the casino's net operating profit.

7


Table of Contents

        In June 2014, we signed an agreement to extend the Casino Rama Agreement on a month-to-month basis with a 60-day notice period for up to a maximum period of forty-eight months. There can be no assurance as to how long the OLGC will continue to engage us to manage the property.

East/Midwest Development Projects

        Plainridge Racecourse is a 5/8-mile live-harness racing facility situated on 89 acres with an approximate 55,000 square foot, two story clubhouse for simulcast operations and live racing viewing. Plainridge Racecourse is located 20 miles southwest of the Boston beltway just off interstate 95 in Plainville, Massachusetts. On February 28, 2014, the Massachusetts Gaming Commission awarded the Company a Category Two slots-only gaming license, and on March 14, 2014, the Company broke ground on the development of Plainridge Park Casino. Plainridge Park Casino is anticipated to be a $225 million (including licensing fees) fully integrated racing and gaming facility featuring live harness racing and simulcasting with 1,250 gaming devices, various dining and entertainment options, structured and surface parking, and a two story clubhouse with approximately 55,000 square feet. We expect Plainridge Park Casino to open in June 2015.

West Properties

M Resort

        The M Resort, located approximately ten miles from the Las Vegas strip in Henderson, Nevada, is situated on over 90 acres on the southeast corner of Las Vegas Boulevard and St. Rose Parkway. The resort features 910,173 of property square footage with 1,342 slot machines and 40 table games. The M Resort also offers 390 guest rooms and suites, six restaurants and six destination bars, more than 60,000 square feet of meeting and conference space, a 4,700 space parking facility, a spa and fitness center and a 100,000 square foot events piazza.

Zia Park Casino

        Zia Park Casino is located in Hobbs, New Mexico and includes a casino, as well as an adjoining racetrack. The property includes 193,645 of property square footage with 750 slot machines and two restaurants. The property has a one-mile quarter/thoroughbred racetrack, with live racing from September to December, and a year-round simulcast parlor. In August 2014, we opened a new hotel, which includes 148 rooms, six suites, a board/meeting room, exercise/fitness facilities and a breakfast venue.

Southern Plains Properties

Hollywood Casino Aurora

        Hollywood Casino Aurora, part of the Chicagoland market, is located in Aurora, Illinois, the second largest city in Illinois, approximately 35 miles west of Chicago. This single-level dockside casino provides 222,189 of property square footage with 1,157 slot machines, 21 gaming tables and 6 poker tables. The facility features a steakhouse with a private dining room, a VIP lounge for premium players, a casino bar with video poker, a buffet, and a deli. Hollywood Casino Aurora also has a surface parking lot, two parking garages with approximately 1,500 parking spaces, and a gift shop.

Hollywood Casino Joliet

        Hollywood Casino Joliet, part of the Chicagoland market, is located on the Des Plaines River in Joliet, Illinois, approximately 40 miles southwest of Chicago. This barge-based casino provides two levels with 1,126 slot machines, 23 table games and 3 poker tables. The land-based pavilion includes a steakhouse, a buffet and a sports bar. The casino barge includes a deli and entertainment lounge. The complex also includes a 100-room hotel, a 1,100 space parking garage, surface parking areas with

8


Table of Contents

approximately 1,500 spaces and an 80-space recreational vehicle park. In total, the facility includes 322,446 of property square footage.

Argosy Casino Alton

        Argosy Casino Alton is located on the Mississippi River in Alton, Illinois, approximately 20 miles northeast of downtown St. Louis. Argosy Casino Alton is a three-deck gaming facility featuring 241,762 of property square footage with 907 slot machines and 12 table games. Argosy Casino Alton includes an entertainment pavilion and features a 214-seat buffet, a restaurant, a deli and a 475-seat main showroom. The facility also includes surface parking areas with 1,341 spaces.

Hollywood Casino Gulf Coast

        Hollywood Casino Gulf Coast (formerly Hollywood Casino Bay St. Louis), which is located in Bay St. Louis, Mississippi, features 425,920 of property square footage with 1,151 slot machines, 19 table games, and 5 poker tables. The waterfront Hollywood Hotel features 291 rooms, a 10,000 square foot ballroom, and nine separate meeting rooms offering more than 14,000 square feet of meeting space. Hollywood Casino Gulf Coast offers live concerts and various entertainment on weekends. The property also features The Bridges golf course, an 18-hole championship golf course. Hollywood Casino Gulf Coast has various dining facilities including a steakhouse, a buffet, a casual dining room and a clubhouse lounge as well as an entertainment bar. Other amenities include a recreational vehicle park with 100 spaces and a gift shop.

Argosy Casino Riverside

        Argosy Casino Riverside is located on the Missouri River, approximately five miles from downtown Kansas City in Riverside, Missouri. The property features 450,397 of property square footage with 1,473 slot machines and 29 table games. This Mediterranean-themed casino and hotel features a nine-story, 258-room hotel and spa, an entertainment facility featuring various food and beverage areas, including a buffet, a steakhouse, a deli, a coffee bar, a VIP lounge and a sports/entertainment lounge and 19,000 square feet of banquet/conference facilities. Argosy Casino Riverside also has parking for approximately 3,000 vehicles, including a 1,250 space parking garage.

Hollywood Casino Tunica

        Hollywood Casino Tunica is located in Tunica, Mississippi. This single-level property features 315,831 of property square footage with 1,095 slot machines, 20 table games and 6 poker tables. Hollywood Casino Tunica also has a 494-room hotel and 123-space recreational vehicle park. Entertainment amenities include a steakhouse, a buffet, a grill, an entertainment lounge, a premium players' club, a themed bar facility, an indoor pool and showroom as well as banquet and meeting facilities. In addition, Hollywood Casino Tunica offers surface parking with 1,635 spaces.

Boomtown Biloxi

        Boomtown Biloxi is located in Biloxi, Mississippi and offers 134,800 of property square footage with 960 slot machines and 16 table games. It features a buffet, a steakhouse, a 24-hour grill, and a bakery. Boomtown Biloxi also has 1,450 surface parking spaces.

Hollywood Casino at Kansas Speedway

        Hollywood Casino at Kansas Speedway, our 50% joint venture with International Speedway, is located in Kansas City, Kansas and opened on February 3, 2012. The facility features 244,791 of property square footage with 2,000 slot machines, 40 table games and 12 poker tables. Hollywood Casino at Kansas Speedway offers a variety of dining and entertainment facilities as well as has a 1,253 space parking structure.

9


Table of Contents

Hollywood Casino St. Louis

        Hollywood Casino St. Louis is located adjacent to the Missouri River in Maryland Heights, Missouri, directly off I-70 and approximately 22 miles northwest of downtown St. Louis, Missouri. The facility is situated on 248 acres along the Missouri River and features 645,270 of property square footage with 2,112 slot machines, 57 table games, 21 poker tables, a 502 guestroom hotel, nine dining and entertainment venues and structured and surface parking for approximately 4,600 spaces. At the end of 2013, we completed the transition of the property to our Hollywood Casino brand name.

Other Properties

Rosecroft Raceway

        Rosecroft Raceway, located approximately 13 miles south of Washington, D.C., is situated on 125 acres just outside the Washington I-495 Beltway in Prince George's county, Maryland. The Rosecroft facility features a 5/8-mile standardbred race track with a seven race paddock, a 53,000 square foot grandstand building, and a 96,000 square foot three story clubhouse building with dining facilities.

Sanford-Orlando Kennel Club

        Sanford-Orlando Kennel Club is a 1/4-mile greyhound facility located in Longwood, Florida. The facility has capacity for 6,500 patrons, with seating for 4,000 and surface parking for 2,500 vehicles. The facility conducts year-round greyhound racing and greyhound, thoroughbred, and harness racing simulcasts.

Freehold Raceway

        Through our joint venture in Pennwood Racing, Inc. ("Pennwood"), we own 50% of Freehold Raceway, located in Freehold, New Jersey. The property features a half-mile standardbred race track and a 117,715 square foot grandstand.

Sam Houston Race Park and Valley Race Park

        Our joint venture with MAXXAM owns and operates the Sam Houston Race Park in Houston, Texas and the Valley Race Park in Harlingen, Texas, and holds a license for a planned racetrack in Laredo, Texas. Sam Houston Race Park is located 15 miles northwest from downtown Houston along Beltway 8. Sam Houston Race Park hosts thoroughbred and quarter horse racing and offers daily simulcast operations, as well as hosts various special events, private parties and meetings, concerts and national touring festivals throughout the year. Valley Race Park features 118,216 of property square footage as a dog racing and simulcasting facility located in Harlingen, Texas.

Off-track Wagering Facilities

        Our off-track wagering facilities ("OTWs") and racetracks provide areas for viewing import simulcast races of thoroughbred and standardbred horse racing, televised sporting events, placing pari-mutuel wagers and dining. We operate three OTWs in Pennsylvania, and through our joint venture in Pennwood, we own 50% of a leased OTW in Toms River, New Jersey. In addition, in accordance with an operating agreement with Pennwood, the Company constructed an OTW in Gloucester Township, New Jersey, which opened in July 2014. Per the operating agreement, this OTW is operated by us; however, Pennwood has the option to purchase the OTW once the Company has received its total investment as defined in the operating agreement.

Trademarks

        We own a number of trademarks and service marks registered with the U.S. Patent and Trademark Office ("U.S. PTO"), including but not limited to, "Hollywood Casino®," "Hollywood Gaming®,"

10


Table of Contents

"Argosy®," "M Resort®," "Hollywood Poker®," "Marquee Rewards®" and "Telebet®." We believe that our rights to our marks are well established and have competitive value to our properties. We also have a number of trademark applications pending with the U.S. PTO.

        Pursuant to a License Agreement with Boomtown, Inc., dated August 8, 2000, our subsidiary BTN, LLC (successor to BTN, Inc.) uses "Boomtown" and other trademarks.

Competition

        The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery, gaming at taverns in certain states, such as Illinois as well as the potential legalization in Indiana and Pennsylvania, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of Internet gaming and other forms of gaming in the U.S. In a broader sense, our gaming operations face competition from all manner of leisure and entertainment activities, including: shopping; athletic events; television and movies; concerts and travel. Legalized gaming is currently permitted in various forms throughout the U.S., in several Canadian provinces and on various lands taken into trust for the benefit of certain Native Americans in the U.S. and Canada. Other jurisdictions, including states adjacent to states in which we currently have facilities (such as in Ohio and Maryland), have legalized and recently expanded or will expand gaming in the near future. In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or relocation of existing gaming operations. New, relocated or expanded operations by other persons will increase competition for our gaming operations and could have a material adverse impact on us. Finally, the imposition of smoking bans and/or higher gaming tax rates have a significant impact on our properties' ability to compete with facilities in nearby jurisdictions.

        Our racing operations face significant competition for wagering dollars from other racetracks and OTWs, some of which also offer other forms of gaming, as well as other gaming venues such as casinos. Additionally, for a number of years, there has been a general decline in the number of people attending and wagering on live horse races at North American racetracks due to a number of factors, including increased competition from other wagering and entertainment alternatives and unwillingness of customers to travel a significant distance to racetracks. Our account wagering operations compete with other providers of such services throughout the country. We also may face competition in the future from new OTWs, new racetracks, instant racing, or new providers of account wagering. From time to time, states consider legislation to permit other forms of gaming. If additional gaming opportunities become available near our racing operations, such gaming opportunities could have an adverse effect on our business, financial condition and results of operations.

        East/Midwest.    On June 6, 2012, a casino complex opened at the Anne Arundel Mills mall in Anne Arundel, Maryland, with approximately 3,200 slot machines and significantly increased its slot machine offerings by mid-September 2012 to approximately 4,750 slot machines. In addition, the Anne Arundel facility opened table games on April 11, 2013 and opened a 52 table poker room in late August 2013. The opening of this casino complex has and will continue to have a significant impact on the financial results of Hollywood Casino at Charles Town Races and to a lesser extent Hollywood Casino at Penn National Race Course. However, the Horseshoe Baltimore Casino, which opened at the end of August 2014, has currently not had a significant negative impact on our operations at Charles Town. However, it may negatively impact our operations there in 2015 as the new facility becomes more established. In May 2013, three different bidders, including the Company, submitted proposals for a Prince George casino. In December 2013, the license for Prince George County was granted to MGM. The proposed $1.2 billion casino, which MGM plans to open in the second half of 2016, is anticipated to adversely impact our financial results as it will create additional competition for Hollywood Casino at Charles Town Races.

        A casino in Cincinnati, Ohio, which is the primary feeder market for our Hollywood Casino Lawrenceburg property, opened on March 4, 2013 and has had and will continue to have an adverse

11


Table of Contents

impact on Hollywood Casino Lawrenceburg. We opened Hollywood Casino Toledo on May 29, 2012 and Hollywood Casino Columbus on October 8, 2012. Additionally, the State of Ohio approved the placement of video lottery terminals at the state's seven racetracks. On June 1, 2012, a new racino at Scioto Downs in Columbus, Ohio opened, which has had a negative impact on Hollywood Casino Lawrenceburg's financial results and competes aggressively in the same market as Hollywood Casino Columbus. In addition, a new racino at Miami Valley Gaming (formerly known as Lebanon Raceway) opened in mid-December 2013, and a racino at Belterra Park (formerly known as River Downs) opened in May 2014. Both of these racinos compete with Hollywood Casino Lawrenceburg. Conversely, we have opened our own racinos in Ohio, with Hollywood Gaming at Dayton Raceway opening on August 28, 2014 and Hollywood Gaming at Mahoning Valley Race Course opening on September 17, 2014. As a result, in a relatively short period of time, Ohio has gone from having no gaming facilities to having four casinos and seven video lottery terminal facilities. In addition, we continue to fight illegal gaming operations, such as internet sweepstakes.

        In addition, legislators in Kentucky are currently considering gaming legislation. The commencement of gaming in Kentucky would negatively impact certain of our existing properties in the East/Midwest segment. Finally, Indiana and Pennsylvania are considering the potential legalization of gaming at taverns.

        West.    Our West segment contains our M Resort property which caters to the Las Vegas locals market. The strength of the Las Vegas locals market is partially linked to the health of the Las Vegas strip. Weakness in this market may negatively impact the Las Vegas locals market, including our M Resort property.

        Southern Plains.    In Illinois, there have been perennial gaming expansion proposals introduced in the legislature, which we expect to continue. Additionally, in July 2011, the Illinois Supreme Court, in a unanimous ruling, cleared the way for the 2009 Illinois Video Gaming Act to go forward, which authorized a limited number of video gaming terminals in licensed bars and taverns across Illinois, subject to host community approval. In October 2012, video gambling in Illinois was officially launched with the first locations being allowed to operate video gaming terminals. Currently, there are over 19,000 terminals at numerous locations throughout the state, which has had a negative impact on our casinos near or in Illinois. In addition, legislators in Nebraska are currently considering gaming legislation. The commencement of gaming in Nebraska or the expansion of gaming in Illinois would negatively impact certain of our existing properties in the Southern Plains segment.

        In Kansas, the legislature approved the expansion of casino gaming in its state, and on February 3, 2012, Kansas Entertainment, a joint venture of affiliates of International Speedway and us, opened the facility, which is located approximately 17 miles from Argosy Casino Riverside. The opening of this casino has had a negative impact on the financial results of Argosy Casino Riverside due to their close proximity to one another. In the Mississippi Gulf Coast market, a casino in Biloxi opened in late May 2012, which has had an adverse effect on the financial results of our Boomtown Biloxi property.

U.S. and Foreign Revenues

        Our net revenues in the U.S. for 2014, 2013, and 2012 were approximately $2,578.8 million, $2,905.6 million, and $2,884.7 million, respectively. Our revenues from operations in Canada for 2014, 2013, and 2012 were approximately $11.7 million, $13.2 million, and $14.8 million, respectively.

12


Table of Contents

Management

        The persons listed below represent executive officers of the Company.

Name
  Age   Position

Timothy J. Wilmott

    56   President and Chief Executive Officer

Jay Snowden

    38   Executive Vice President and Chief Operating Officer

Saul V. Reibstein

    66   Executive Vice President, Chief Financial Officer, and Treasurer

Carl Sottosanti

    50   Senior Vice President, General Counsel, and Secretary

William J. Fair

    52   Executive Vice President and Chief Development Officer

        Timothy J. Wilmott.    Mr. Wilmott joined us in February 2008 as President and Chief Operating Officer and was named Chief Executive Officer on November 1, 2013. In addition, in September 2014, Mr. Wilmott was appointed to the Board of Directors. Previously, Mr. Wilmott served as Chief Operating Officer of Harrah's Entertainment, a position he held for approximately four years. In this position, he oversaw the operations of all of Harrah's revenue- generating businesses, including 48 casinos, 38,000 hotel rooms and 300 restaurants. All Harrah's Division Presidents, Senior Vice Presidents of Brand Operations, Marketing and Information Technology personnel reported to Mr. Wilmott in his capacity as Chief Operating Officer. Prior to his appointment to the position of Chief Operating Officer, Mr. Wilmott served from 1997 to 2002 as Division President of Harrah's Eastern Division with responsibility for the operations of eight Harrah's properties.

        Jay Snowden.    Mr. Snowden joined us in October 2011 as Senior Vice President-Regional Operations and in January 2014 became our Chief Operating Officer. Mr. Snowden is responsible for overseeing all of our operating businesses, as well as human resources, marketing, and information technology. Prior to joining us, Mr. Snowden was the Senior Vice President and General Manager of Caesars and Harrah's in Atlantic City, and prior to that, held various leadership positions with them in St. Louis, San Diego and Las Vegas.

        Saul V. Reibstein.    Mr. Reibstein joined us in December 2013 as Senior Vice President and Chief Financial Officer. Previously, Mr. Reibstein served as a member of the Company's Board of Directors since June 2011 and as Chairman of the Board's Audit Committee. For eleven years, Mr. Reibstein served as a partner at BDO Seidman, LLP (now BDO USA, LLP), a professional services firm providing assurance, tax, financial advisory and consulting services to a wide range of publicly-traded and privately-held companies. At BDO, he was the partner in charge of the Philadelphia office from June 1997 to December 2001 and Regional Business Line Leader from December 2001 until September 2004. Since 2004, Mr. Reibstein served as a member of the senior management team of CBIZ, Inc., a New York Stock Exchange-listed professional services company. During his tenure at CBIZ, he held a number of positions including, most recently, Senior Managing Director with responsibility for the firm's New York practice since January 2012. He also oversaw the firm's business development efforts and managed nine of the firm's business units within its Financial Services Group. In addition, since July 2010, he has served as a member of the Board of Directors of Vishay Precision Group, Inc., a publicly traded company, where he is Chairman of the Audit Committee and a member of both the Compensation and Nominating and Corporate Governance committees.

        Carl Sottosanti.    In February 2014, Mr. Sottosanti was appointed to the position of Senior Vice President and General Counsel. Prior to this appointment, Mr. Sottosanti served as Vice President, Deputy General Counsel since 2003. Before joining Penn, Mr. Sottosanti served for five years as General Counsel at publicly traded, Sanchez Computer Associates, Inc. and had oversight of all legal, compliance and intellectual property matters. From 1994 to 1998, Mr. Sottosanti was the Assistant General Counsel for Salient 3 Communications, Inc., a publicly traded telecommunications company. Mr. Sottosanti began his legal career in 1989 with the Philadelphia law firm Schnader Harrison, Segal & Lewis LLP.

13


Table of Contents

        William J. Fair.    In January 2014, Mr. Fair joined us as Senior Vice President and Chief Development Officer. Previously, Mr. Fair worked in development leadership positions for Universal Studios and Disney Development. Most recently, Mr. Fair was the President and Chief Executive Officer of the American Skiing Company, where he had oversight of ten ski mountain resorts which included ski operations, nine hotels, condominium operations, food and beverage operations, retail and rental operations, real estate brokerage and development.

Governmental Regulations

        The gaming and racing industries are highly regulated and we must maintain our licenses and pay gaming taxes to continue our operations. Each of our facilities is subject to extensive regulation under the laws, rules and regulations of the jurisdiction where it is located. These laws, rules and regulations generally concern the responsibility, financial stability and character of the owners, managers, and persons with financial interests in the gaming operations. Violations of laws or regulations in one jurisdiction could result in disciplinary action in other jurisdictions. A more detailed description of the regulations to which we are subject is contained in Exhibit 99.1 to this Annual Report on Form 10-K/A, which is incorporated herein by reference.

        Our businesses are subject to various federal, state and local laws and regulations in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, health care, currency transactions, taxation, zoning and building codes, and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

Employees and Labor Relations

        As of December 31, 2014, we had 16,650 full- and part-time employees.

        The Company is required to have agreements with the horsemen at the majority of its racetracks to conduct its 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.

        At Hollywood Casino at Charles Town Races, the Company has an agreement with the Charles Town Horsemen's Benevolent and Protective Association that expired on December 31, 2013 and has been extended on a month-to-month basis while negotiations are in progress. Hollywood Casino at Charles Town Races also has an agreement with the breeders that expires on June 30, 2015. Additionally, the pari-mutuel clerks at Charles Town are represented under a collective bargaining agreement with the West Virginia Union of Mutuel Clerks, which expired on December 31, 2010 and has been extended on a month-to-month basis while negotiations are in process.

        The Company's agreement with the Pennsylvania Horsemen's Benevolent and Protective Association at Hollywood Casino at Penn National Race Course expires on January 31, 2016. The Company had a collective bargaining agreement with Local 137 of the Sports Arena Employees at Penn National Race Course with respect to on-track pari-mutuel clerks and admissions personnel which expired on December 31, 2011. In August 2012, Local 137 of the Sports Arena Employees announced that they entered into a "voluntary supervision" agreement with their international union, Laborers' International Union of North America ("LIUNA") Local 108. In February 2014, a new agreement with LIUNA Local 108 for on-track and OTWs bargaining units was ratified for three years.

        The Company's agreement with the Maine Harness Horsemen Association at Bangor Raceway continues through the conclusion of the 2015 racing season.

14


Table of Contents

        In March of 2014, Hollywood Gaming at Mahoning Valley Race Course entered into an agreement with the Ohio Horsemen's Benevolent and Protective Association. The term is for a period of ten years from the September 2014 commencement of video lottery terminal operations at that facility.

        The Company's agreement with the Ohio Harness Horsemen's Association for racing at Hollywood Gaming at Dayton Raceway expired on December 31, 2014 but is still in effect pending the ongoing negotiations of a successor agreement.

        Rosecroft Raceway entered into agreements with the Cloverleaf Standardbred Owners Association ("CSOA") and Maryland Standardbred Breeder's Association ("MSBA") as of July 5, 2011. CSOA's agreement has been extended through December 31, 2020 with certain termination provisions. The MSBA agreement has been extended through December 31, 2020. Additionally, Rosecroft Raceway has entered into agreements with the United Food and Commercial Workers Union ("UFCW") Local 27 and the Seafarers Entertainment and Allied Trade Union ("SEATU") for certain bargaining positions at the racetrack. The UFCW Local 27 agreement was ratified on December 13, 2014 and expires on November 30, 2019. The SEATU agreement expires on November 30, 2020.

        Across certain of the Company's properties, SEATU represents approximately 1,280 of the Company's employees under agreements that expire at various times between November 2015 and May 2022. At Hollywood Casino Lawrenceburg and Argosy Casino Riverside, the SEATU agreements expired in June 2014 and October 2013, respectively, and both have been extended on a monthly basis while negotiations are in process. At Hollywood Casino Joliet, the Hotel Employees and Restaurant Employees Union Local 1 represents approximately 191 employees under a collective bargaining agreement which expires on March 31, 2015. At Hollywood Casino Columbus and Hollywood Casino Toledo, a council comprised of the United Auto Workers and the United Steel Workers represents approximately 1,321 employees under a collective bargaining agreement which ends on November 15, 2019. In addition, at some of the Company's properties, the Security Police and Fire Professionals of America, the International Brotherhood of Electronic Workers Locals 176 and 649, the LIUNA Public Serviced Employees Local 1290PE, and the United Industrial, Service, Transportation, Professional and Government Workers of North America represent certain of the Company's employees under collective bargaining agreements that expire at various times between June 2015 and September 2025. None of these additional unions represent more than 85 of the Company's employees.

Available Information

        For more information about us, visit our website at www.pngaming.com. The contents of our website are not part of this Annual Report on Form 10-K/A. Our electronic filings with the SEC (including all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and any amendments to these reports), including the exhibits, are available free of charge through our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

ITEM 1A.    RISK FACTORS

Risks Related to Our Business

         We face significant competition from other gaming and entertainment operations.

        The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery, gaming at taverns in certain states, such as Illinois as well as the potential legalization in Indiana and Pennsylvania, sweepstakes and poker machines not located in casinos, Native American gaming and other forms of gaming in the U.S. Furthermore, competition from internet lotteries, sweepstakes, and other internet wagering services, which allow their customers to wager on a wide variety of sporting events and play Las Vegas-style casino games from home or in non-casino settings, could divert customers from our properties and thus adversely affect our business. Such internet wagering services

15


Table of Contents

are often illegal under federal law but operate from overseas locations, and are nevertheless sometimes accessible to domestic gamblers. Currently, there are proposals that would legalize internet poker and other varieties of internet gaming in a number of states and at the federal level. Several states, such as Nevada, New Jersey and Delaware, have enacted legislation authorizing intrastate internet gaming and internet gaming operations have begun in these states. Expansion of internet gaming in other jurisdictions (both legal and illegal) could further compete with our traditional operations, which could have an adverse impact on our business and result of operations.

        In a broader sense, our gaming operations face competition from all manner of leisure and entertainment activities, including: shopping; athletic events; television and movies; concerts; and travel. Legalized gaming is currently permitted in various forms throughout the U.S., in several Canadian provinces and on various lands taken into trust for the benefit of certain Native Americans in the U.S. and Canada. Other jurisdictions, including states adjacent to states in which we currently have facilities (such as in Ohio and Maryland), have recently legalized and implemented gaming. In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or relocation of existing gaming operations. New, relocated or expanded operations by other persons could increase competition for our gaming operations and could have a material adverse impact on us.

        Gaming competition is intense in most of the markets where we operate. Recently, there has been additional significant competition in our markets as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes. As competing properties and new markets are opened, our operating results may be negatively impacted. For example, new casinos and racinos have opened recently that compete in the same market as our Lawrenceburg property; there is increased competition to our Charles Town property from the opening of the casino complex at the Arundel Mills mall in Anne Arundel, Maryland in June 2012 and its addition of table games in the spring of 2013; the opening of Horseshoe Baltimore Casino in Baltimore, Maryland in 2014 and the expected opening of a casino at National Harbor in Prince George's County, Maryland are competing with our Hollywood Casino at Charles Town Races and to a lesser extent, Hollywood Casino at Penn National Race Course; the opening of our joint venture casino project in Kansas in February 2012 which impacted Argosy Casino Riverside; and a casino that opened in July 2011 in Des Plaines, Illinois which negatively impacted our Hollywood Casino Aurora and Hollywood Casino Joliet properties. Hollywood Casino Aurora and Hollywood Casino Joliet have also been negatively impacted by the proliferation of gaming terminals at numerous locations throughout the state which are in the vicinity of our operations. In addition, some of our direct competitors in certain markets may have superior facilities and/or operating conditions. We expect each existing or future market in which we participate to be highly competitive. The competitive position of each of our casino properties is discussed in detail in the subsection entitled "Competition" of this Annual Report on Form 10-K/A.

         We may face disruption and other difficulties in integrating and managing facilities we have recently developed or acquired, or may develop or acquire in the future.

        We expect to continue pursuing expansion opportunities, and we regularly evaluate opportunities for acquisition and development of new properties, which evaluations may include discussions and the review of confidential information after the execution of nondisclosure agreements with potential acquisition candidates, some of which may be potentially significant in relation to our size.

        We could face significant challenges in managing and integrating our expanded or combined operations and any other properties we may develop or acquire, particularly in new competitive markets. The integration of properties we may develop or acquire will require the dedication of management resources that may temporarily divert attention from our day-to-day business. The process of integrating properties that we may acquire also could interrupt the activities of those businesses, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the development of new properties may involve construction, local opposition, regulatory, legal and competitive risks as well as the risks attendant to partnership deals on these

16


Table of Contents

development opportunities. In particular, in projects where we team up with a joint venture partner, if we cannot reach agreement with such partners, or our relationships otherwise deteriorate, we could face significant increased costs and delays. Local opposition can delay or increase the anticipated cost of a project. Finally, given the competitive nature of these types of limited license opportunities, litigation is possible.

        Management of new properties, especially in new geographic areas (such as our 2015 opening in Plainridge, Massachusetts), may require that we increase our management resources. We cannot assure you that we will be able to manage the combined operations effectively or realize any of the anticipated benefits of our acquisitions or development projects. We also cannot assure you that if acquisitions are completed, that the acquired businesses will generate returns consistent with our expectations.

        Our ability to achieve our objectives in connection with any acquisition we may consummate may be highly dependent on, among other things, our ability to retain the senior level property management teams of such acquisition candidates. If, for any reason, we are unable to retain these management teams following such acquisitions or if we fail to attract new capable executives, our operations after consummation of such acquisitions could be materially adversely affected.

        The occurrence of some or all of the above described events could have a material adverse effect on our business, financial condition and results of operations.

         We may face risks related to our ability to receive regulatory approvals required to complete, or other delays or impediments to completing certain of our acquisitions.

        Our growth is fueled, in part, by the acquisition of existing gaming, racing, and development properties. In addition to standard closing conditions, our acquisitions are often conditioned on the receipt of regulatory approvals and other hurdles that create uncertainty and could increase costs. Such delays could significantly reduce the benefits to us of such acquisitions and could have a material adverse effect on our business, financial condition and results of operations.

         We face a number of challenges prior to opening new or upgraded gaming facilities.

        No assurance can be given that, when we endeavor to open new or upgraded gaming facilities, the expected timetables for opening such facilities will be met in light of the uncertainties inherent in the development of the regulatory framework, construction, the licensing process, legislative action and litigation. Delays in opening new or upgraded facilities could lead to increased costs and delays in receiving anticipated revenues with respect to such facilities and could have a material adverse effect on our business, financial condition and results of operations.

         A deterioration of our relationship with the Jamul Indian Village (the "Jamul Tribe") could cause delay or termination of the proposed development project in San Diego County and prevent or significantly impede recovery of our investment therein or in any future development projects.

        Good personal and professional relationships with the Jamul Tribe and its officials are critical to our proposed gaming operations and activities in San Diego County, including our ability to obtain, develop, execute management agreements and maintain other agreements. As a sovereign nation, the Jamul Tribe establishes its own governmental systems under which tribal officials or bodies representing the Jamul Tribe may be replaced by appointment or election or become subject to policy changes. Replacements of tribal officials or administrations, changes in policies to which the Jamul Tribe are subject, or other factors that may lead to the deterioration of our relationship with the Jamul Tribe may lead to termination of our proposed management agreement with the Jamul Tribe, which may have an adverse effect on the future results of our operations.

        In addition, we have made, and may continue to make, substantial loans to the Jamul Tribe for the construction, development, equipment and operations of the proposed development in San Diego County. It is possible that no third party funding is secured prior to the facility opening. Our only

17


Table of Contents

material recourse for collection of indebtedness from the Jamul Tribe or for money damages for breach or wrongful termination of a management, development, consulting or financing agreement is from revenues, if any, from casino operations.

         We lease a substantial number of our properties and financial, operational, regulatory or other potential challenges of our lessor may adversely impair our operations.

        We lease a substantial number of the properties that we operate and manage from GLPI under the Master Lease. If GLPI has financial, operational, regulatory or other challenges there can be no assurance that GLPI will be able to comply with its obligations under its agreements with us.

         We are required to pay a significant portion of our cash flows as financing payments under the Master Lease, which could adversely affect our ability to fund our operations and growth and limit our ability to react to competitive and economic changes.

        We are required to pay more than half of our cash flow from operations to GLPI pursuant to and subject to the terms and conditions of the Master Lease. As a result of our current significantly reduced cash flow, our ability to fund our own operations or development projects, raise capital, make acquisitions and otherwise respond to competitive and economic changes may be adversely affected. For example, our obligations under the Master Lease may:

        Any of the above listed factors could have a material adverse effect on our business, financial condition and results of operations.

         Substantially all of our gaming and racing facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with GLPI, which could have a material adverse effect on our business, financial position or results of operations.

        We lease 18 of the gaming and racing facilities we operate pursuant to the Master Lease (including the two properties recently completed in Dayton, Ohio and Mahoning Valley, Ohio). The Master Lease provides that GLPI may terminate the lease for a number of reasons, including, subject to applicable cure periods, the default in any payment of rent, taxes or other payment obligations or the breach of any other covenant or agreement in the lease. Termination of the Master Lease could result in a default under our debt agreements and could have a material adverse effect on our business, financial position or results of operations. Moreover, since as a lessee we do not completely control the land and improvements underlying our operations, GLPI as lessor could take certain actions to disrupt our rights in the facilities leased under the Master Lease which are beyond our control. If GLPI chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. There can also be no assurance that we will be able to comply with our obligations under the Master Lease in the future.

18


Table of Contents

        The Master Lease is commonly known as a triple-net lease. Accordingly, in addition to rent, we are required to pay among other things the following: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. We are responsible for incurring the costs described in the preceding sentence notwithstanding the fact that many of the benefits received in exchange for such costs shall in part accrue to GLPI as owner of the associated facilities. In addition, if some of our leased facilities should prove to be unprofitable, we could remain obligated for lease payments and other obligations under the Master Lease even if we decided to withdraw from those locations. We could incur special charges relating to the closing of such facilities including lease termination costs, impairment charges and other special charges that would reduce our net income and could have a material adverse effect on our business, financial condition and results of operations.

         We may face reductions in discretionary consumer spending as a result of an economic downturn.

        Our net revenues are highly dependent upon the volume and spending levels of customers at properties we manage and as such our business has been adversely impacted by economic downturns. Decreases in discretionary consumer spending brought about by weakened general economic conditions such as, but not limited to, lackluster recoveries from recessions, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, cultural and demographic changes, and increased stock market volatility may negatively impact our revenues and operating cash flow.

         We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.

        From time to time, we are defendants in various lawsuits relating to matters incidental to our business. The nature of our business subjects us to the risk of lawsuits filed by customers, past and present employees, competitors, business partners and others in the ordinary course of business. As with all litigation, no assurance can be provided as to the outcome of these matters and, in general, litigation can be expensive and time consuming. We may not be successful in these lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations (see, for example, the lawsuits described in Item 3 below).

         We face extensive regulation from gaming and other regulatory authorities.

        Licensing requirements.    As managers of gaming and pari-mutuel wagering facilities, we are subject to extensive state, local and, in Canada, provincial regulation. State, local and provincial authorities require us and our subsidiaries to demonstrate suitability to obtain and retain various licenses and require that we have registrations, permits and approvals to conduct gaming operations. These regulatory authorities have broad discretion, and may, for any reason set forth in the applicable legislation, rules and regulations, limit, condition, suspend, fail to renew or revoke a license or registration to conduct gaming operations or prevent us from owning the securities of any of our gaming subsidiaries or prevent another person from owning an equity interest in us. Like all gaming operators in the jurisdictions in which we operate, we must periodically apply to renew our gaming licenses or registrations and have the suitability of certain of our directors, officers and employees approved. We cannot assure you that we will be able to obtain such renewals or approvals. Regulatory authorities have input into our operations, for instance, hours of operation, location or relocation of a facility, and numbers and types of machines. Regulators may also levy substantial fines against or seize our assets or the assets of our subsidiaries or the people involved in violating gaming laws or regulations. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

19


Table of Contents

        We have demonstrated suitability to obtain and have obtained all governmental licenses, registrations, permits and approvals necessary for us to operate our existing gaming and pari-mutuel facilities. We can give no assurance to you that we will be able to retain those existing licenses (for example the recent events in Iowa) or demonstrate suitability to obtain any new licenses, registrations, permits or approvals. In addition, the loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for a license in another jurisdiction. As we expand our gaming operations in our existing jurisdictions or to new areas, we may have to meet additional suitability requirements and obtain additional licenses, registrations, permits and approvals from gaming authorities in these jurisdictions. The approval process can be time-consuming and costly and we cannot be sure that we will be successful.

        Gaming authorities in the U.S. generally can require that any beneficial owner of our securities file an application for a finding of suitability. If a gaming authority requires a record or beneficial owner of our securities to file a suitability application, the owner must generally apply for a finding of suitability within 30 days or at an earlier time prescribed by the gaming authority. The gaming authority has the power to investigate such an owner's suitability and the owner must pay all costs of the investigation. If the owner is found unsuitable, then the owner may be required by law to dispose of our securities.

        In addition, our proposed development project with the Jamul Tribe near San Diego would be subject to the oversight of the National Indian Gaming Commission, which administers the Indian Gaming Regulatory Act of 1988 with respect to the terms and conditions of management contracts and the operation of casinos and all gaming on land held in trust for Native American tribes in the U.S.

        Potential changes in legislation and regulation of our operations.    Regulations governing the conduct of gaming activities and the obligations of gaming companies in any jurisdiction in which we have or in the future may have gaming operations are subject to change and could impose additional operating, financial or other burdens on the way we conduct our business.

        Moreover, legislation to prohibit, limit or add burdens to our business may be introduced in the future in states where gaming has been legalized. In addition, from time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming operations or which may otherwise adversely impact our operations in the jurisdictions in which we operate. Any expansion of gaming or restriction on or prohibition of our gaming operations or enactment of other adverse regulatory changes could have a material adverse effect on our operating results. For example, in October 2005, the Illinois House of Representatives voted to approve proposed legislation that would eliminate riverboat gambling. If the Illinois Senate had passed that bill, our business would have been materially impacted. The passage of the Smoke Free Illinois Act, which became effective January 1, 2008 and bans smoking in casinos, has adversely affected revenues and operating results at our Illinois properties. In Pennsylvania, we are currently permitted to allow smoking on only up to 50% of the gaming floor of our Grantville facility and smoking is banned in all other indoor areas. Additionally, on July 1, 2012, a state statute in Indiana became effective that imposes a state wide smoking ban in specified businesses, buildings, public places and other specified locations. The statute specifically exempts riverboat casinos, and all other gaming facilities in Indiana, from the smoking ban. However, the statute allows local government to enact a more restrictive smoking ban than the state statute and also leaves in place any more restrictive local legislation that exists as of the effective date of the statute. To date, our facility in Lawrenceburg, Indiana is not subject to any such local legislation. If additional smoking bans are enacted within jurisdictions where we operate or seek to do business, our business could be adversely affected.

        Taxation and fees.    We believe that the prospect of significant revenue is one of the primary reasons that jurisdictions permit legalized gaming. As a result, gaming companies are typically subject to significant revenue based taxes and fees in addition to normal federal, state, local and provincial income taxes, and such taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our operations. From time to time, federal, state, local and provincial legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the

20


Table of Contents

gaming industry. In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes and/or property taxes. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration of such laws. Such changes, if adopted, could have a material adverse effect on our business, financial condition and results of operations. The large number of state and local governments with significant current or projected budget deficits makes it more likely that those governments that currently permit gaming will seek to fund such deficits with new or increased gaming taxes and/or property taxes, and worsening economic conditions could intensify those efforts. Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on our future financial results.

        Compliance with other laws.    We are also subject to a variety of other rules and regulations, including zoning, environmental, construction and land-use laws and regulations governing the serving of alcoholic beverages. If we are not in compliance with these laws, it could have a material adverse effect on our business, financial condition and results of operations. We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, employees or customers could have a material adverse effect on our financial condition, results of operations and cash flows.

         We have two properties that each generated 10% or more of our net revenues.

        For the year ended December 31, 2014, we had two facilities—one in Charles Town, West Virginia and one in Grantville, Pennsylvania—that each generated approximately 10% or more of our net revenues. Our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these facilities. The operations at these facilities and any of our other facilities could be adversely affected by numerous factors, including those described in these "Risk Factors" as well as more specifically those described below:

        In addition, although to a lesser extent than our facilities in Charles Town, West Virginia and Grantville, Pennsylvania, we anticipate meaningful contributions from Hollywood Casino St. Louis and following the relocation of our two racetracks in Ohio in the third quarter of 2014, we now have four gaming facilities in the state of Ohio. Therefore, our results will be dependent on the regional economies and competitive landscapes at these locations as well.

21


Table of Contents

         We depend on our key personnel.

        We are highly dependent on the services of our executive management team and other members of our senior management team. In 2013, in connection with the Spin-Off, we experienced some turnover, including the resignation of Peter M. Carlino from his position as our Chief Executive Officer (although he retained his position as Chairman of the Board). We have promoted various individuals (including our current CEO and COO) as well as hired executives from outside the gaming industry to fill these positions. Our ability to attract and retain key personnel is affected by the competitiveness of our compensation packages and the other terms and conditions of employment, our continued ability to compete effectively against other gaming companies and our growth prospects. The loss of the services of any members of our senior management team could have a material adverse effect on our business, financial condition and results of operations.

         It is unclear what impact our new business structure, which has no precedent within the gaming industry, will have on our key business relationships and our ability to compete with other gaming operators.

        As a result of the completed Spin-Off, we were the first gaming operator that leases the majority of its properties from a single lessor under a master lease arrangement. As a result, it is difficult to predict whether and to what extent our relationship with GLPI, including any actual or perceived conflicts of interest on the part of our overlapping directors, will affect our relationships with suppliers, customers, regulators and our ability to compete with other gaming operators that are not subject to a master lease arrangement with a single lessor.

         Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses and compliance risks.

        Changing laws and regulations relating to corporate governance and public disclosure, including SEC regulations, generally accepted accounting principles, and NASDAQ Global Select Market rules, are creating uncertainty for companies. These changing laws and regulations are subject to varying interpretations in many cases due to their lack of specificity, recent issuance and/or lack of guidance. As a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. In addition, further regulation of financial institutions and public companies is possible. This could result in continuing uncertainty and higher costs regarding compliance matters. Due to our commitment to maintain high standards of compliance with laws and public disclosure, our efforts to comply with evolving laws, regulations and standards have resulted in and are likely to continue to result in increased general and administrative expense. In addition, we are subject to different parties' interpretation of our compliance with these new and changing laws and regulations. A failure to comply with any of these laws or regulations could have a materially adverse effect on us. For instance, if our gaming authorities, the SEC, our independent auditors or our shareholders and potential shareholders conclude that our compliance with the regulations is unsatisfactory, this may result in a negative public perception of us, subject us to increased regulatory scrutiny, monetary penalties or otherwise adversely affect us.

         Inclement weather and other casualty events could seriously disrupt our business and have a material adverse effect on our financial condition and results of operations.

        The operations of our facilities are subject to disruptions or reduced patronage as a result of severe weather conditions, natural disasters and other casualty events. Because many of our gaming operations are located on or adjacent to bodies of water, these facilities are subject to risks in addition to those associated with land-based casinos, including loss of service due to casualty, forces of nature, mechanical failure, extended or extraordinary maintenance, flood, hurricane or other severe weather conditions. For example, in late August 2005, we closed Hollywood Casino Bay St. Louis in Bay St. Louis, Mississippi, Boomtown Biloxi in Biloxi, Mississippi and Hollywood Casino Baton Rouge in Baton Rouge, Louisiana in anticipation of Hurricane Katrina. Hollywood Casino Baton Rouge subsequently reopened on August 30, 2005. However, due to the extensive damage sustained,

22


Table of Contents

operations at Boomtown Biloxi and Hollywood Casino Bay St. Louis did not resume until June 29, 2006 and August 31, 2006, respectively. Many of our casinos operate in areas which are subject to periodic flooding that has caused us to experience decreased attendance and increased operating expenses. Any flood or other severe weather condition could lead to the loss of use of a casino facility for an extended period. For instance, Hollywood Casino Tunica was closed from May 1, 2011 to May 25, 2011 due to flooding. In terms of casualty events, on March 20, 2009, our Hollywood Casino Joliet was closed following a fire that started in the land-based pavilion at the facility. On June 25, 2009, the casino barge reopened with temporary land-based facilities, and we began construction of a new land-based pavilion, which opened in late December 2010. In addition, on May 31, 2013, Hollywood Casino St. Louis sustained damage as a result of a tornado and was forced to close for approximately fourteen hours. Most recently, we closed Hollywood Casino Toledo for three days in 2014 and for one day in 2015 due to snow and extreme cold temperatures. Even if adverse weather conditions do not require the closure of our facilities, those conditions make it more difficult for our customers to reach our properties, which can have an adverse impact on our operations.

         The extent to which we can recover under our insurance policies for damages sustained at our properties in the event of future inclement weather and other casualty events could adversely affect our business.

        We maintain significant property insurance, including business interruption coverage, for these and other properties. However, there can be no assurances that we will be fully or promptly compensated for losses at any of our facilities in the event of future inclement weather or casualty events. In addition, our property insurance coverage is in an amount that may be significantly less than the expected and actual replacement cost of rebuilding certain facilities "as was" if there was a total loss. The Master Lease requires us, in the event of a casualty event, to rebuild a leased property to substantially the same condition as existed immediately before such casualty event. We renew our insurance policies (other than our builder's risk insurance) on an annual basis. The cost of coverage may become so material that we may need to further reduce our policy limits, further increase our deductibles, or agree to certain exclusions from our coverage.

         Our gaming operations rely heavily on technology services and an uninterrupted supply of electrical power. Our security systems and all of our slot machines are controlled by computers and reliant on electrical power to operate.

        Any unscheduled disruption in our technology services or interruption in the supply of electrical power could result in an immediate, and possibly substantial, loss of revenues due to a shutdown of our gaming operations. Such interruptions may occur as a result of, for example, a failure of our information technology or related systems, catastrophic events or rolling blackouts. Our systems are also vulnerable to damage or interruption from earthquakes, floods, fires, telecommunication failures, terrorist attacks, computer viruses, computer denial-of-service attacks and similar events.

         Our operations in certain jurisdictions depend on management agreements and/or leases with third parties and local governments.

        Our operations in several jurisdictions depend on land leases and/or management and development agreements with third parties and local governments. If we, or if GLPI in the case of leases pursuant to which we are the sub-lessee, are unable to renew these leases and agreements on satisfactory terms as they expire, our business may be disrupted and, in the event of disruptions in multiple jurisdictions, could have a material adverse effect on our financial condition and results of operations. For example, in Iowa, each gaming license is issued jointly to a gaming operator and a local charitable organization ("QSO"). The agreement between our gaming operator subsidiary in Iowa, Belle of Sioux City, L.P. ("Belle"), and its local QSO, Missouri River Historical Development, Inc. ("MRHD"), expired in early July 2012. An extension agreement with MRHD through March 2015 was signed by both parties; however, the validity of this agreement is currently the subject of litigation. Furthermore, in April 2013, the Iowa Racing and Gaming Commission ("IRGC") awarded a new gaming license to operate a

23


Table of Contents

land-based casino in Woodbury County to Sioux City Entertainment ("SCE") and SCE opened a Hard Rock branded casino on August 1, 2014. Belle challenged the denial of its gaming license renewal, which is still pending, however, on July 30, 2014, Argosy Casino Sioux City was ordered to close.

        Similarly, in the Province of Ontario, through CHC Casinos, our indirectly wholly owned subsidiary, we manage Casino Rama, a full service gaming and entertainment facility, on behalf of the OLGC, an agency of the Province of Ontario. In June 2014, we signed an agreement to extend the management agreement for Casino Rama on a month-to-month basis with a 60-day notice period for up to a maximum period of forty-eight months. No assurance can be given as to how long the OLGC will continue to engage us to manage the property.

         We are subject to environmental laws and potential exposure to environmental liabilities.

        We are subject to various federal, state and local environmental laws and regulations that govern our operations, including emissions and discharges into the environment, and the handling and disposal of hazardous and non-hazardous substances and wastes. Failure to comply with such laws and regulations could result in costs for corrective action, penalties or the imposition of other liabilities or restrictions. From time to time, we have incurred and are incurring costs and obligations for correcting environmental noncompliance matters. To date, none of these matters have had a material adverse effect on our business, financial condition or results of operations; however, there can be no assurance that such matters will not have such an effect in the future.

        We also are subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating contaminated soil or groundwater on or from its property, without regard to whether the owner or operator knew of, or caused, the contamination, as well as incur liability to third parties impacted by such contamination. The presence of contamination, or failure to remediate it properly, may adversely affect our ability to use, sell or rent property. Under our contractual arrangements with GLPI, including the Master Lease, we will generally be responsible for both past and future environmental liabilities associated with our gaming operations, notwithstanding ownership of the underlying real property having been transferred to GLPI. Furthermore, we are aware that there is or may have been soil or groundwater contamination at certain of our properties resulting from current or former operations. Additionally, certain of the gaming chips used at many gaming properties, including some of ours, have been found to contain some level of lead. Analysis by third parties has indicated the normal handling of the chips does not create a health hazard. We have disposed of a majority of these gaming chips. To date, none of these matters or other matters arising under environmental laws has had a material adverse effect on our business, financial condition, or results of operations; however, there can be no assurance that such matters will not have such an effect in the future.

         The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.

        A majority of our revenues are attributable to slot machines and related systems operated by us at our gaming facilities. It is important, for competitive reasons, that we offer the most popular and up to date slot machine games with the latest technology to our customers.

        A substantial majority of the slot machines sold in the U.S. in recent years were manufactured by a few select companies, and there has been extensive recent consolidation activity within the gaming equipment sector, including the recent acquisitions of Multimedia Games, Inc. by Global Cash Access, Bally Technologies, Inc. by Scientific Games Corporation, International Gaming Technologies by GTECH Holdings and previous acquisitions of WMS Industries Inc. by Scientific Games Corporation, which closed in October 2013, and the acquisition of SHFL Entertainment, Inc. by Bally Technologies, Inc. which closed in November 2013.

24


Table of Contents

        In recent years, slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games, instead requiring participation lease arrangements in order to acquire the machines. Participation slot machine leasing arrangements typically require the payment of a fixed daily rental. Such agreements may also include a percentage payment of coin-in or net win. Generally, a participation lease is substantially more expensive over the long term than the cost to purchase a new machine.

        For competitive reasons, we may be forced to purchase new slot machines or enter into participation lease arrangements that are more expensive than our current costs associated with the continued operation of our existing slot machines. If the newer slot machines do not result in sufficient incremental revenues to offset the increased investment and participation lease costs, it could hurt our profitability.

         We depend on agreements with our horsemen and pari-mutuel clerks.

        The Federal Interstate Horseracing Act of 1978, as amended, the West Virginia Race Horse Industry Reform Act and the Pennsylvania Racing Act require that, in order to simulcast races, we have certain agreements with the horse owners and trainers at our West Virginia and Pennsylvania racetracks. In addition, West Virginia requires applicants seeking to renew their gaming license to demonstrate they have an agreement regarding the proceeds of the gaming machines with a representative of a majority of the horse owners and trainers, a representative of a majority of the pari-mutuel clerks and a representative of a majority of the horse breeders.

        At Hollywood Casino at Charles Town Races, we have an agreement with the Charles Town Horsemen's Benevolent and Protective Association that expired on December 31, 2013 and has been extended on a month-to-month basis while negotiations are in progress. Hollywood Casino at Charles Town Races also has an agreement with the breeders that expires on June 30, 2015. Additionally, the pari-mutuel clerks at Charles Town are represented under a collective bargaining agreement with the West Virginia Union of Mutuel Clerks, which expired on December 31, 2010 and has been extended on a month-to-month basis while negotiations are in process.

        Our agreement with the Pennsylvania Horsemen's Benevolent and Protective Association at Hollywood Casino at Penn National Race Course expires on January 31, 2016. We had a collective bargaining agreement with Local 137 of the Sports Arena Employees at Penn National Race Course with respect to on-track pari-mutuel clerks and admissions personnel which expired on December 31, 2011. In August 2012, Local 137 of the Sports Arena Employees announced that they entered into a "voluntary supervision" agreement with their international union, LIUNA Local 108. In February 2014, a new agreement with LIUNA Local 108 for on-track and OTWs bargaining units was ratified for three years.

        Our agreement with the Maine Harness Horsemen Association at Bangor Raceway continues through the conclusion of the 2015 racing season. In March of 2014, Hollywood Gaming at Mahoning Valley Race Course entered into an agreement with the Ohio Horsemen's Benevolent and Protective Association. The term is for a period of ten years from the September 2014 commencement of video lottery terminal operations at that facility. The Company's agreement with the Ohio Harness Horsemen's Association for racing at Hollywood Gaming at Dayton Raceway expired on December 31, 2014 but is still in effect pending the ongoing negotiations of a successor agreement. Rosecroft Raceway entered into agreements with the CSOA and MSBA as of July 5, 2011. CSOA's agreement has been extended through December 31, 2020 with certain termination provisions. The MSBA agreement has been extended through December 31, 2020. Additionally, Rosecroft Raceway has entered into agreements with the UFCW Local 27 and the SEATU for certain bargaining positions at the racetrack. The UFCW Local 27 agreement was ratified on December 13, 2014 and expires on November 30, 2019. The SEATU agreement expires on November 30, 2020.

        If we fail to present evidence of an agreement with the horsemen at a track, we will not be permitted to conduct live racing and export and import simulcasting at that track and OTWs and, in

25


Table of Contents

West Virginia, our video lottery license may not be renewed. In addition, our simulcasting agreements are subject to the horsemen's approval. If we fail to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse effect on our business, financial condition and results of operations.

         Work stoppages, organizing drives and other labor problems could negatively impact our future profits.

        Some of our employees are currently represented by labor unions. A lengthy strike or other work stoppages at any of our casino properties or construction projects could have an adverse effect on our business and results of operations. Given the large number of employees, labor unions are making a concerted effort to recruit more employees in the gaming industry. In addition, organized labor may benefit from new legislation or legal interpretations by the current presidential administration. Particularly, in light of current support for changes to federal and state labor laws, we cannot provide any assurance that we will not experience additional and more successful union organization activity in the future.

         Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security.

        We rely on information technology and other systems to maintain and transmit customers' personal and financial information, credit card settlements, credit card funds transmissions, mailing lists and reservations information. We have taken steps designed to safeguard our customers' confidential personal information. However, our information and processes are subject to the ever-changing threat of compromised security, in the form of a risk of potential breach, system failure, computer virus, or unauthorized or fraudulent use by customers, company employees, or employees of third party vendors. The steps we take to deter and mitigate these risks may not be successful, and any resulting compromise or loss of data or systems could adversely impact operations or regulatory compliance and could result in remedial expenses, fines, litigation, and loss of reputation, potentially impacting our financial results.

        Further, as cyber-attacks continue to evolve, we may incur significant costs in our attempts to modify or enhance our protective measures or investigate or remediate any vulnerability.

Risks Related to the Spin-Off

         If the Spin-Off, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, we could be subject to significant tax liabilities.

        We received a private letter ruling (the "IRS Ruling") from the IRS substantially to the effect that, among other things, the Spin-Off, together with certain related transactions, will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and/or 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the "Code"). The IRS Ruling does not address certain requirements for tax-free treatment of the Spin-Off under Section 355, and we received from our tax advisors a tax opinion substantially to the effect that, with respect to such requirements on which the IRS will not rule, such requirements will be satisfied. The IRS Ruling, and the tax opinions that we expect to receive from our tax advisors, relied on and will rely on, among other things, certain representations, assumptions and undertakings, including those relating to the past and future conduct of GLPI's business, and the IRS Ruling and the opinions would not be valid if such representations, assumptions and undertakings were incorrect in any material respect.

        Notwithstanding the IRS Ruling and the tax opinions, the IRS could determine the Spin-Off should be treated as a taxable transaction for U.S. federal income tax purposes if it determines any of the representations, assumptions or undertakings that were included in the request for the IRS Ruling are false or have been violated or if it disagrees with the conclusions in the opinions that are not covered by the IRS Ruling.

26


Table of Contents

        If the Spin-Off fails to qualify for tax-free treatment, in general, we would be subject to tax as if we had sold the GLPI common stock in a taxable sale for its fair market value.

        Under the tax matters agreement that GLPI entered into with us, GLPI generally is required to indemnify us against any tax resulting from the Spin-Off to the extent that such tax resulted from (1) an acquisition of all or a portion of the equity securities or assets of GLPI, whether by merger or otherwise, (2) other actions or failures to act by GLPI, or (3) any of GLPI's representations or undertakings being incorrect or violated. GLPI's indemnification obligations to Penn and its subsidiaries, officers and directors will not be limited by any maximum amount. If GLPI is required to indemnify Penn or such other persons under the circumstance set forth in the tax matters agreement, GLPI may be subject to substantial liabilities and there can be no assurance that GLPI will be able to satisfy such indemnification obligations.

         Our historical financial information may not be a reliable indicator of future results.

        The historical financial statements included in our previous SEC filings prior to the Spin-Off do not reflect what our business, financial position or results of operations will be in the future. In connection with the Spin-Off, significant changes have occurred in our cost structure, financing and business operations as a result of our operation as a stand-alone company separate from GLPI and our entering into transactions with GLPI and its subsidiaries that have not existed historically, including the Master Lease.

         Peter M. Carlino, our Chairman, and David A. Handler, one of our directors, may have actual or potential conflicts of interest because of their positions at GLPI.

        Peter M. Carlino serves as our Chairman and as the Chairman and Chief Executive Officer of GLPI. In addition, David A. Handler, one of our directors, is also a director of GLPI. While we have procedures in place to address such situations, these overlapping positions could create, or appear to create, potential conflicts of interest when our or GLPI's management and directors pursue the same corporate opportunities, such as greenfield development opportunities or potential acquisition targets, or face decisions that could have different implications for us and GLPI. Further, potential conflicts of interest could arise in connection with the resolution of any dispute between us and GLPI (or its subsidiaries) regarding the terms of the agreements governing the separation and the relationship, such as pursuant to the Master Lease, thereafter between us and GLPI. Potential conflicts of interest could also arise if we and GLPI enter into any commercial or other adverse arrangements with each other in the future.

         The Spin-Off could give rise to disputes or other unfavorable effects, which could have a material adverse effect on our business, financial position or results of operations.

        Disputes with third parties could arise out of the Spin-Off, and we could experience unfavorable reactions to the Spin-Off from employees, shareholders, lenders, ratings agencies, regulators or other interested parties. These disputes and reactions of third parties could lead to additional legal proceedings being instituted against us and those lawsuits could result in settlements or liability for damages which could have a material adverse effect on our business, financial position or results of operations. In addition, disputes between us and GLPI and its subsidiaries could arise in connection with any of the agreements that we entered into with GLPI in connection with the Spin-Off, including the Master Lease, a separation and distribution agreement (the "separation and distribution agreement"), a tax matters agreement, a transition services agreement or other agreements.

27


Table of Contents

         In connection with the Spin-Off, GLPI agreed to indemnify us for certain liabilities. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that GLPI's ability to satisfy its indemnification obligation will not be impaired in the future.

        Pursuant to the separation and distribution agreement, GLPI has agreed to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that GLPI agreed to retain, and there can be no assurance that GLPI will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from GLPI any amounts for which we are held liable, we may be temporarily required to bear these losses while seeking recovery from GLPI.

         A court could deem the distribution in the Spin-Off to be a fraudulent conveyance and void the transaction or impose substantial liabilities upon us.

        If the transaction is challenged by a third party, a court could deem the distribution of GLPI common shares or certain internal restructuring transactions undertaken by us in connection with the Spin-Off to be a fraudulent conveyance or transfer. Fraudulent conveyances or transfers are defined to include transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. In such circumstances, a court could void the transactions or impose substantial liabilities upon us, which could adversely affect our financial condition and our results of operations. Among other things, the court could require our shareholders to return to us some or all of the shares of our common stock issued in the distribution or require us to fund liabilities of other companies involved in the restructuring transactions for the benefit of creditors. Whether a transaction is a fraudulent conveyance or transfer will vary depending upon the laws of the applicable jurisdiction.

         If we and GLPI are treated by the IRS as being under common control, both we and GLPI could experience adverse tax consequences.

        If we and GLPI are treated by the IRS as being under common control, the IRS will be authorized to reallocate income and deductions between us and GLPI to reflect arm's length terms. If the IRS were to successfully establish that rents paid by us to GLPI are excessive, (1) we would be denied a deduction for the excessive portion and (2) we would be subject to a penalty on the portion deemed excessive, each of which could have a material adverse effect on our business, financial position or results of operations. In addition, our shareholders would be deemed to have received a distribution that was then contributed to the capital of GLPI.

Risks Related to Our Capital Structure

         Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our outstanding indebtedness.

        We incurred a substantial amount of indebtedness, as well as a significant fixed annual lease payment to GLPI, in connection with the Spin-Off. Our substantial indebtedness and additional fixed costs via our Master Lease obligation could have important consequences to our financial health. For example, it could:

28


Table of Contents

        Any of the above listed factors could have a material adverse effect on our business, financial condition and results of operations. The terms of the debt incurred in connection with the Spin-Off do not, and any future debt may not, fully prohibit us from incurring additional debt, including debt related to facilities we develop or acquire. If new debt is added to our current debt levels, the related risks that we now face could intensify.

         Volatility and disruption of the capital and credit markets and adverse changes in the global economy may negatively impact our revenues and our ability to access favorable financing terms.

        While we intend to finance expansion and renovation projects with existing cash, cash flow from operations and borrowings under our senior secured credit facility, we may require additional financing to support our continued growth. However, depending on then current economic or capital market conditions, our access to capital may not be available on terms acceptable to us or at all. Further, if adverse regional and national economic conditions persist or worsen, we could experience decreased revenues from our operations attributable to decreases in consumer spending levels and could fail to satisfy the financial and other restrictive covenants to which we are subject under our existing indebtedness. Finally, our borrowing costs under our senior secured credit facility are tied to LIBOR. We currently have no hedges in place to mitigate the impact of higher LIBOR rates and as such significant increases in LIBOR could have a negative impact on our results of operations.

         The availability and cost of financing could have an adverse effect on business.

        We intend to finance some of our current and future expansion, development and renovation projects and acquisitions with cash flow from operations, borrowings under our senior secured credit facility and equity or debt financings. In connection with the Spin-Off, we entered into approximately $1,550 million of new debt financing, which includes a five year revolving credit facility with a borrowing capacity of $500 million, a five year $500 million Term Loan A facility and a seven year $250 million Term Loan B facility under our senior secured credit facility and $300 million of 5.875% senior unsecured notes. In addition, following the Spin-Off, we are required by the Master Lease to, in the case of certain expansion projects, or may choose, in the case of other development projects, to provide GLPI the right to provide the financing needed for such purposes. Depending on the state of the credit markets, if we are unable to finance our current or future projects, we could have to seek alternative financing, such as through selling assets, restructuring debt, increasing our reliance on equity financing or seeking additional joint venture partners. Depending on credit market conditions, alternative sources of funds may not be sufficient to finance our expansion, development and/or renovation, or such other financing may not be available on acceptable terms, in a timely manner or at all. In addition, our existing indebtedness contains restrictions on our ability to incur additional indebtedness. If we are unable to secure additional financing, we could be forced to limit or suspend

29


Table of Contents

expansion, development and renovation projects and acquisitions, which may adversely affect our business, financial condition and results of operations.

        We have a revolving credit facility with a borrowing capacity of $500 million that expires in 2018 via a bank group that is comprised of various large financial institutions with the top four institutions providing approximately 42% of the facility. If a large percentage of our lenders were to file for bankruptcy or otherwise default on their obligations to us, we could experience decreased levels of liquidity which could have a detrimental impact on our operations, including being able to fund our current project pipeline. There is no certainty that our lenders will continue to remain solvent or fund their respective obligations under our senior secured credit facility.

         Our indebtedness imposes restrictive covenants on us that could limit our operations and lead to events of default if we do not comply with those covenants.

        Our senior secured credit facility requires us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests, including interest coverage, senior secured net leverage and total net leverage ratios. In addition, our credit facility restricts, among other things, our ability to incur additional indebtedness, incur guarantee obligations, repay certain other indebtedness or amend debt instruments, pay dividends, create liens on our assets, make investments, make acquisitions, engage in mergers or consolidations, engage in certain transactions with subsidiaries and affiliates or otherwise restrict corporate activities. In addition, the indenture governing the 5.875% senior unsecured notes restricts, among other things, our ability to incur additional indebtedness (excluding certain indebtedness under our credit facility), issue certain preferred stock, pay dividends or distributions on our capital stock or repurchase our capital stock, make certain investments, create liens on our assets to secure certain debt, enter into transactions with affiliates, merge or consolidate with another company, transfer and sell assets and designate our subsidiaries as unrestricted subsidiaries. A failure to comply with the restrictions contained in the documentation governing any of our indebtedness, termination of the Master Lease (subject to certain exceptions) or the occurrence of certain defaults under the Master Lease could lead to an event of default thereunder that could result in an acceleration of such indebtedness. Such acceleration would likely constitute an event of default under our other indebtedness, which event of default could result in all of our debt becoming immediately due and payable and could permit certain of our lenders to foreclose on any of our assets securing such debt.

         To service our indebtedness, we will require a significant amount of cash, which depends on many factors beyond our control.

        We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior secured credit facility in amounts sufficient to enable us to fund our liquidity needs, including with respect to our indebtedness. We also may incur indebtedness related to facilities we develop or acquire prior to generating cash flow from those facilities. If those facilities do not provide us with cash flow to service that indebtedness, we will need to rely on cash flow from our other properties, which would increase our leverage. In addition, if we consummate significant acquisitions in the future, our cash requirements may increase significantly. As we are required to satisfy amortization requirements under our senior secured credit facility or as other debt matures, we may also need to raise funds to refinance all or a portion of our debt. We cannot assure you that we will be able to refinance any of our debt, including our senior secured credit facility, on attractive terms, commercially reasonable terms or at all. Our future operating performance and our ability to service, extend or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

         The price of our common stock may fluctuate significantly.

        Our stock price may fluctuate in response to a number of events and factors, such as variations in operating results, actions by various regulatory agencies and legislatures, litigation, operating

30


Table of Contents

competition, market perceptions, progress with respect to potential acquisitions, changes in financial estimates and recommendations by securities analysts, the actions of rating agencies, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        None.

ITEM 2.    PROPERTIES

        The following describes our principal real estate properties by segment:

East/Midwest

        Hollywood Casino at Charles Town Races.    We lease 300 acres on various parcels in Charles Town and Ranson, West Virginia of which 155 acres comprise Hollywood Casino at Charles Town Races. The facility includes a 153-room hotel and a 3/4-mile all-weather lighted thoroughbred racetrack, a training track, two parking garages, an employee parking lot, an enclosed grandstand/clubhouse and housing facilities for over 1,300 horses.

        Hollywood Casino at Penn National Race Course.    We lease 574 acres in Grantville, Pennsylvania, where Penn National Race Course is located on 181 acres. The facility includes a one-mile all-weather lighted thoroughbred racetrack and a 7/8-mile turf track, a parking garage and surface parking spaces. The property also includes 393 acres surrounding the Penn National Race Course that are available for future expansion or development.

        Hollywood Casino Lawrenceburg.    We lease 53 acres in Lawrenceburg, Indiana, a portion of which serves as the dockside embarkation for the gaming vessel, and includes a Hollywood-themed casino riverboat, an entertainment pavilion, a 295-room hotel, two parking garages and an adjacent surface lot. In addition, we lease 53 acres on Route 50 used for remote parking.

        The City of Lawrenceburg Department of Redevelopment has recently completed construction of a hotel and event center located less than a mile away from our Hollywood Casino Lawrenceburg property. Effective in mid January 2015, by contractual agreement, the hotel and event center is owned and operated by a subsidiary of the Company. The hotel and event center includes 168 rooms, approximately 18,000 square feet of multipurpose space and 19,500 square feet of ballroom and meeting space.

        Hollywood Casino Toledo.    We lease a 44-acre site in Toledo, Ohio, where we opened Hollywood Casino Toledo on May 29, 2012. The property includes the casino as well as structured and surface parking.

        Hollywood Casino Columbus.    We lease 116 acres of land in Columbus, Ohio, where we opened Hollywood Casino Columbus on October 8, 2012. The property includes the casino as well as structured and surface parking.

        Hollywood Gaming at Dayton Raceway.    We lease 119 acres on the site of an abandoned Delphi Automotive plant in Dayton, Ohio, where we relocated Raceway Park and opened a new gaming facility on August 28, 2014. The facility includes a 5/8-mile standardbred racetrack and 1,800 parking spaces.

        Hollywood Gaming at Mahoning Valley Race Course.    We lease 193 acres in Austintown, Ohio, where we relocated Beulah Park and opened a new gaming facility on September 17, 2014. The facility includes a one-mile thoroughbred racetrack and 1,251 parking spaces.

31


Table of Contents

        Hollywood Casino Bangor.    We lease the land on which the Hollywood Casino Bangor facility is located in Bangor, Maine, which consists of over 9 acres, and includes a 152-room hotel and four-story parking. In addition, we lease 25 acres located at historic Bass Park, which is adjacent to the facility, which includes a one-half mile standardbred racetrack and a grandstand with over 12,000 square feet and seating for 3,500 patrons.

        Casino Rama.    We do not own any of the land located at or near the casino or Casino Rama's facilities and equipment. The OLGC has a long-term ground lease with an affiliate of the Rama First Nation, for the land on which Casino Rama is situated. Under the Agreement, CHC Casinos and CRC Holdings, Inc. have been granted full access to Casino Rama during the term of the Agreement to perform the management services under the Agreement. The Casino Rama facilities are located on 61 acres.

        Plainridge Racecourse.    On February 28, 2014, we were awarded a Category Two slots-only gaming license by the Massachusetts Gaming Commission. In March 2014, we purchased the Plainridge Racecourse in Plainville, Massachusetts and immediately began development on a 106,000 square foot facility with 1,250 gaming devices, various dining and entertainment options and 1,620 structured and surface parking spaces. We expect the new facility to be completed in June 2015. Currently, the facility features harness racing on a 5/8-mile track, a clubhouse with two floors for simulcast and live racing viewing and 1,500 parking spaces.

West

        M Resort.    We lease 88 acres on the southeast corner of Las Vegas Boulevard and St. Rose Parkway in Henderson, Nevada, where the M Resort is located. The M Resort property includes a 390-room hotel, a 4,700 space parking facility, and other facilities. We also lease 4 acres of land which is part of the property.

        Zia Park Casino.    Our casino adjoins the racetrack and is located on 317 acres that we lease in Hobbs, New Mexico. The property includes a one-mile quarter/thoroughbred racetrack. In August 2014, we opened a new hotel, which includes 148 rooms, six suites, a board/meeting room, exercise/fitness facilities and a breakfast venue.

Southern Plains

        Hollywood Casino Aurora.    We lease a dockside barge structure and land-based pavilion in Aurora, Illinois. We lease the land, which is 0.4 acres, on which the pavilion is located and a pedestrian walkway bridge. We also lease a parking lot and two parking garages, together comprising over 2 acres.

        Hollywood Casino Joliet.    We lease 276 acres in Joliet, Illinois, which includes a barge-based casino, land-based pavilion, a 100-room hotel, a 1,100 space parking garage, surface parking areas and a recreational vehicle park.

        Argosy Casino Alton.    We lease 3.6 acres in Alton, Illinois, a portion of which serves as the dockside boarding for the Alton Belle II, a riverboat casino. The dockside facility includes an entertainment pavilion and office space, as well as surface parking areas with 1,341 spaces. In addition, we lease a warehouse facility and an office building, consisting of 0.2 acres.

        Hollywood Casino Gulf Coast.    We lease 580 acres in the city of Bay St. Louis, Mississippi. The property includes a land-based casino, 18-hole golf course, a 291-room hotel, a 20-slip marina and other facilities.

        Argosy Casino Riverside.    We lease 41 acres in Riverside, Missouri, which includes a barge-based casino, a 258-room luxury hotel, an entertainment/banquet facility and a parking garage. We also lease 6.8 acres which is primarily used for overflow parking.

32


Table of Contents

        Hollywood Casino Tunica.    We lease 68 acres of land in Tunica, Mississippi. The property includes a single-level casino, a 494-room hotel, surface parking and other land-based facilities.

        Boomtown Biloxi.    We lease 18.2 acres, most of which is utilized for the gaming location. We also lease 5 acres of submerged tidelands at the casino site from the State of Mississippi, 1.1 acres for parking, 1.2 acres of land mostly used for parking and welcome center, and 0.4 acres of undeveloped land, as well as the barge on which the casino is located and all of the land-based facilities.

        Hollywood Casino at Kansas Speedway.    Through our joint venture with International Speedway, we own 101 acres in which Hollywood Casino sits on Turn Two of the Kansas Speedway.

        Hollywood Casino St. Louis.    We lease 248 acres along the Missouri River in Maryland Heights, Missouri, which includes a 502-room hotel and structure and surface parking.

Other

        Rosecroft Raceway.    Rosecroft Raceway is situated on 125 acres, which we own. The Rosecroft facility features a 5/8-mile standardbred race track with a seven race paddock, a 53,000 square foot grandstand building, and a 96,000 square foot three story clubhouse building.

        Sanford-Orlando Kennel Club.    We own 26 acres in Longwood, Florida where Sanford-Orlando Kennel Club is located. The property includes a 1/4-mile racing surface, a clubhouse dining facility and a main grandstand building. Kennel facilities for up to 1,300 greyhounds are located at a leased location approximately 1/2 mile from the racetrack enclosure.

        Freehold Raceway.    Through our joint venture in Pennwood, we own a 51-acre site in Freehold, New Jersey, where Freehold Raceway is located. The property features a half-mile standardbred race track and a grandstand. In addition, through our joint venture in Pennwood, we own a 10-acre site in Cherry Hill, New Jersey, which is currently undeveloped.

        Sam Houston Race Park and Valley Race Park.    Through our joint venture with MAXXAM, we own 168 acres at Sam Houston Race Park and 71 acres at Valley Race Park. Sam Houston Race Park includes a one-mile dirt track and a 7/8-mile turf track as well as a 226,000 square foot grandstand and pavilion centre. Valley Race Park features 118,216 of property square footage as a dog racing and simulcasting facility located in Harlingen, Texas.

        Off-track Wagering Facilities.    The following is a list of our four OTWs and their locations:

Location
  Approx. Size
(Square Ft.)
  Owned/Leased   Date Opened

Reading, PA

    22,500   Leased   May 1992

York, PA

    25,590   Leased   March 1995

Lancaster, PA

    24,000   Leased   July 1996

Clementon, NJ

    15,000   Leased   July 2014

        In addition, through our joint venture in Pennwood, we own 50% of a leased OTW in Toms River, New Jersey, that has 28,160 square feet.

        Corporate.    We lease 49,928 square feet of executive office and warehouse space for buildings in Wyomissing, Pennsylvania from affiliates of Peter Carlino, the Chairman of our Board of Directors.

ITEM 3.    LEGAL PROCEEDINGS

        The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions and other matters arising in the ordinary course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company's consolidated financial position or results of operations. In addition,

33


Table of Contents

the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company's consolidated financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

        The following proceedings could result in costs, settlements, damages, or rulings that materially impact the Company's consolidated financial condition or operating results. The Company believes that it has meritorious defenses, claims and/or counter-claims with respect to these proceedings, and intends to vigorously defend itself or pursue its claims.

        Gaming licenses in Iowa are typically issued jointly to a gaming operator and a local charitable organization known as a QSO. The agreement between the Company's gaming operator subsidiary in Iowa, Belle, and its QSO, MRHD, expired in early July 2012. On July 12, 2012, when presented with an extension of the Company's QSO/operating agreement for the Sioux City facility through March 2015, the IRGC refused to approve the extension. On April 18, 2013, the IRGC awarded the license to another gaming operator. In August 2013, the IRGC formally denied the Company's application for a renewal of its state license. The Belle filed numerous petitions challenging the IRGC's actions which have all been denied by the Iowa District Court in Polk County, Iowa. The Belle has filed a consolidated appeal which is pending before the Iowa Supreme Court. On July 30, 2014, Argosy Casino Sioux City ceased its operations.

        On October 21, 2011, the Ohio Roundtable filed a complaint in the Court of Common Pleas in Franklin County, Ohio against a number of defendants, including the Governor, the Ohio Lottery Commission and the Ohio Casino Control Commission. The complaint alleges a variety of substantive and procedural defects relative to the approval and implementation of video lottery terminals as well as several counts dealing with the taxation of standalone casinos. As intervenors, we, along with the other two casinos in Ohio, filed motions for judgment on the pleadings to supplement the position of the Racing Commission. In May 2012, the complaint was dismissed, and in March 2013, the Ohio appeals court upheld the dismissal. On April 30, 2013, plaintiffs requested the Ohio Supreme Court to hear an appeal of the decision, and the Ohio Supreme Court elected to accept the appeal. The appeal is currently pending.

ITEM 4.    MINE SAFETY DISCLOSURES

        Not applicable.

34


Table of Contents


PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Range of Market Price

        Our common stock is quoted on the NASDAQ Global Select Market under the symbol "PENN." The following table sets forth for the periods indicated the high and low sales prices per share of our common stock as reported on the NASDAQ Global Select Market. The prices set forth in the table below for 2013 have been adjusted to reflect the impact of the Spin-Off which occurred on November 1, 2013.

 
  High   Low  

2014

             

1/1/14-3/31/14

  $ 14.16   $ 11.09  

4/1/14-6/30/14

    13.39     10.80  

7/1/14-9/30/14

    12.46     10.18  

10/1/14-12/31/14

    14.67     10.68  

2013

   
 
   
 
 

1/1/13-3/31/13

  $ 12.33   $ 10.61  

4/1/13-6/30/13

    13.54     11.23  

7/1/13-9/30/13

    12.98     11.01  

10/1/13-12/31/13

    13.34     12.24  

        The closing sale price per share of our common stock on the NASDAQ Global Select Market on February 18, 2015 was $16.77. As of February 18, 2015, there were approximately 506 holders of record of our common stock.

Dividend Policy

        Since our initial public offering of common stock in May 1994, we have not paid any cash dividends on our common stock. We intend to retain all of our earnings to finance the development of our business, and thus, do not anticipate paying cash dividends on our common stock for the foreseeable future. Payment of any cash dividends in the future will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operations and capital requirements, our general financial condition and general business conditions. In addition, our senior secured credit facility and senior notes restrict, among other things, our ability to pay dividends. In addition, future financing arrangements may prohibit the payment of dividends under certain conditions.

Stock Repurchase

        We did not repurchase any shares of our common stock in the fourth quarter of 2014.

        On October 11, 2013, the Company completed its previously disclosed exchange and repurchase transactions with FIF V PFD LLC ("Fortress"), which is an affiliate of Fortress Investment Group LLC, and certain affiliates of Centerbridge Capital Partners, L.P. (collectively, "Centerbridge"). In the transactions, on October 11, 2013, Penn (i) issued 14,553 shares of its Series C preferred stock to Fortress in exchange for all of the 9,750 shares of Penn's Series B preferred stock held by Fortress, (ii) repurchased 5,929 of its Series C preferred stock from Fortress for cash consideration of $397.2 million and (iii) repurchased all of the 2,300 shares of Penn's Series B preferred stock held by Centerbridge for cash consideration of $230.0 million. As a result of this transaction, there are no longer any shares of Penn's Series B preferred stock outstanding.

        Subject to the terms and conditions of the Statement with Respect to Shares of Series C Convertible Preferred Stock, the 8,624 remaining shares of Series C preferred stock held by Fortress are convertible into 8,624,000 shares of Penn common stock.

35


Table of Contents

ITEM 6.    SELECTED FINANCIAL DATA

        The following selected consolidated financial and operating data for the five-year period ended December 31, 2014 is derived from our consolidated financial statements that have been audited by Ernst & Young LLP, an independent registered public accounting firm. The selected consolidated financial and operating data has been restated for each of the periods presented. Refer to the Explanatory Note appearing at the beginning of this Annual Report on Form 10-K/A and Note 2 of Item 8 "Financial Statements and Supplementary Data" for additional information. The selected consolidated financial and operating data should also be read in conjunction with our consolidated financial statements and notes thereto, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the other financial information included herein.

 
  Year Ended December 31,  
 
  2014(1)   2013(2)   2012(3)   2011   2010(4)  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 
 
  (in thousands, except per share data)
 

Income statement data:

                               

Net revenues

  $ 2,590,527   $ 2,777,886   $ 2,688,822   $ 2,510,373   $ 2,315,913  

Total operating expenses

    2,333,339     3,201,754     2,291,366     2,064,767     2,195,266  

Income (loss) from operations

    257,188     (423,868 )   397,456     445,606     120,647  

Total other expenses

    (410,491 )   (202,509 )   (72,429 )   (104,082 )   (144,534 )

(Loss) income from continuing operations before income taxes

    (153,303 )   (626,377 )   325,027     341,524     (23,887 )

Income tax (benefit) provision

    30,519     (33,580 )   137,449     127,331     54,577  

Net (loss) income from continuing operations including noncontrolling interests

    (183,822 )   (592,797 )   187,578     214,193     (78,464 )

Less: Net loss attributable to noncontrolling interests

                    (2,193 )

Net (loss) income from continuing operations attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries

  $ (183,822 ) $ (592,797 ) $ 187,578   $ 214,193   $ (76,271 )

Net income from discontinued operations, net of tax

  $   $ 11,545   $ 22,919   $ 26,684   $ 15,330  

Net (loss) income attributable to the shareholders of Penn

  $ (183,822 ) $ (581,252 ) $ 210,497   $ 240,877   $ (60,941 )

Per share data:

                               

Basic (loss) earnings per common share from continuing operations

  $ (2.34 ) $ (7.59 ) $ 1.98   $ 2.22   $ (0.98 )

Diluted (loss) earnings per common share from continuing operations

  $ (2.34 ) $ (7.59 ) $ 1.81   $ 2.00   $ (0.98 )

Basic (loss) earnings per common share from discontinued operations

    N/A   $ 0.15   $ 0.24   $ 0.28   $ 0.20  

Diluted (loss) earnings per common share from discontinued operations

    N/A   $ 0.15   $ 0.22   $ 0.25   $ 0.20  

Weighted shares outstanding—Basic(5)

    78,425     78,111     76,345     77,991     78,079  

Weighted shares outstanding—Diluted(5)

    78,425     78,111     103,804     107,051     78,079  

36


Table of Contents

 
  Year Ended December 31,  
 
  2014(1)   2013(2)   2012(3)   2011   2010(4)  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 
 
  (in thousands, except per share data)
 

Other data:

                               

Net cash provided by operating activities

  $ 262,223   $ 453,767   $ 507,189   $ 567,365   $ 493,178  

Net cash used in investing activities

    (375,536 )   (180,357 )   (1,188,487 )   (338,802 )   (736,758 )

Net cash provided by (used in) financing activities

    28,991     (240,882 )   703,325     (236,508 )   (223,153 )

Depreciation and amortization

    266,742     303,404     233,407     199,057     203,727  

Interest expense

    425,114     159,897     82,124     100,251     130,333  

Capital expenditures

    228,145     196,600     467,795     284,793     303,899  

Balance sheet data:

                               

Cash and cash equivalents

  $ 208,673   $ 292,995   $ 260,467   $ 238,440   $ 246,385  

Total assets

    4,664,894     4,467,587     5,619,383     4,586,511     4,450,761  

Total financing obligation

    3,611,513     3,534,809              

Total debt(6)

    1,241,430     1,044,995     2,719,508     2,034,792     2,168,318  

Shareholders' equity (deficit)

    (708,014 )   (550,852 )   2,241,590     1,963,767     1,771,376  

(1)
During the fourth quarter of 2014, we recorded goodwill and other intangible assets impairment charges of $155.3 million, as we determined that a portion of the value of our goodwill and other intangible assets was impaired due to our outlook of continued challenging regional gaming conditions which persisted in 2014 at certain properties in our Southern Plains segment, as well as for the write-off of a trademark intangible asset in the West segment. During the second quarter of 2014, the Company recorded a impairment charge of $4.6 million to write-down certain idle assets to their estimated salvage value. Interest expense on the Master Lease financing obligation, which became effective November 1, 2013, was $379.2 million for the year ended December 31, 2014.

(2)
We recorded impairment charges of $724.2 million, which includes the impact of the spin-off, during the year ended December 31, 2013. In addition, as a result of a new gaming license being awarded for the development of an additional casino in Sioux City, Iowa to another applicant in April 2013, we recorded a impairment charge of $71.8 million for Argosy Casino Sioux City during the year ended December 31, 2013. Additionally, in conjunction with the relocation of our two racetracks in Ohio, we recorded an impairment charge of $2.2 million during the year ended December 31, 2013. Furthermore, for 2013, we incurred a $61.7 million loss on the early extinguishment of debt, transaction costs associated with the Spin-Off of $39.5 million, and interest expense on the Master Lease financing obligation of $62.1 million. Finally, we recorded a valuation allowance in the fourth quarter of 2013 of which $90.3 million was recorded as income tax provision and $599.9 million was recorded as part of the Spin-Off transaction [see Note 15—Income Taxes for additional details].

(3)
During the year ended December 31, 2012, we incurred non-deductible lobbying costs of $45.1 million associated with our unsuccessful efforts to oppose an expansion of gaming in the state of Maryland and transaction costs associated with the Spin-Off of $7.1 million.

(4)
As a result of decreased earnings projections resulting from an anticipated increase in competition from the scheduled opening of a $445 million casino in the second half of 2011 in Des Plaines, Illinois, as well as continued challenging market conditions in the Chicagoland regional market, we recorded a goodwill impairment charge of $188.8 million related to our Aurora and Joliet properties during the year ended December 31, 2010. As a result of the May 2010 statewide election, whereby the voters determined that our casino in Columbus could be located at the site of the former Delphi Automotive plant along Columbus's West Side, we reclassified the land that we had previously purchased in the Arena District site that had been originally approved for our casino as held for sale and recorded an impairment charge of $31.3 million. Additionally, during

37


Table of Contents

(5)
Since we reported a loss from operations for the years ended December 31, 2014, 2013, and 2010, we were required to use basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding, when calculating diluted loss per share for those periods.

(6)
During the first quarter of 2015, the Company adopted ASU 2015-03 and restrospectively reclassified the amount of deferred financing fees previously recorded as an asset, to an offset to the Company's long-term debt.

38


Table of Contents

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        As described in Note 2 to the consolidated financial statements in Item 8 of this Form 10-K/A, the Company restated its audited financial statements for the years ended December 31, 2014 and 2013. The impact of the restatement is reflected in Management's Discussion and Analysis of financial condition and result of operations below.

Our Operations

        We are a leading, diversified, multi-jurisdictional owner and manager of gaming and pari-mutuel properties. In 1997, we began our transition from a pari-mutuel company to a diversified gaming company with the acquisition of the Charles Town property and the introduction of video lottery terminals in West Virginia. Since 1997, we have continued to expand our gaming operations through strategic acquisitions, greenfield projects, and property expansions. We, along with our joint venture partner, opened Hollywood Casino at Kansas Speedway on February 3, 2012. In Ohio, we opened four new gaming properties over the last three years, including: Hollywood Casino Toledo on May 29, 2012, Hollywood Casino Columbus on October 8, 2012, Hollywood Gaming at Dayton Raceway on August 28, 2014, and Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014. In addition, on November 2, 2012, we acquired Harrah's St. Louis, which we subsequently rebranded as Hollywood Casino St. Louis. Finally, we are in the process of constructing Plainridge Park Casino, an integrated racing and gaming facility in Plainville, Massachusetts, which we expect to open in June 2015, as well as the Jamul development project near San Diego, California, which we anticipate completing in mid-2016. We believe that our portfolio of assets provides us the benefit of geographically diversified cash flow from operations.

        As of December 31, 2014, we owned, managed, or had ownership interests in twenty-six facilities in the following seventeen jurisdictions: Florida, Illinois, Indiana, Kansas, Maine, Maryland, Massachusetts, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. On July 30, 2014, the Company closed its facility in Sioux City, Iowa. In addition, Beulah Park and Raceway Park in Ohio were closed as the racetracks were relocated to Hollywood Gaming at Mahoning Valley Race Course and Hollywood Gaming at Dayton Raceway, respectively, both of which opened in the third quarter of 2014.

        The vast majority of our revenue is gaming revenue, derived primarily from gaming on slot machines (which represented approximately 84% and 83% of our gaming revenue in 2014 and 2013, respectively) and to a lesser extent, table games, which is highly dependent upon the volume and spending levels of customers at our properties. Other revenues are derived from our management service fee from Casino Rama, our transition service fees from GLPI, our hotel, dining, retail, admissions, program sales, concessions and certain other ancillary activities, and our racing operations. Our racing revenue includes our share of pari-mutuel wagering on live races after payment of amounts returned as winning wagers, our share of wagering from import and export simulcasting, and our share of wagering from our OTWs.

        Key performance indicators related to gaming revenue are slot handle and table game drop (volume indicators) and "win" or "hold" percentage. Our typical property slot hold percentage is in the range of 6% to 10% of slot handle, and our typical table game win percentage is in the range of 12% to 25% of table game drop.

        Slot handle is the gross amount wagered for the period cited. The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of progressive jackpots. Our slot hold percentages have consistently been in the 6% to 10% range over the past several years. Given the stability in our slot hold percentages, we have not experienced significant impacts to earnings from changes in these percentages.

39


Table of Contents

        For table games, customers usually purchase cash chips at the gaming tables. The cash and markers (extensions of credit granted to certain credit worthy customers) are deposited in the gaming table's drop box. Table game win is the amount of drop that is retained and recorded as casino gaming revenue, with liabilities recognized for funds deposited by customers before gaming play occurs and for unredeemed gaming chips. As we are focused on regional gaming markets, our table win percentages are fairly stable as the majority of these markets do not regularly experience high-end play, which can lead to volatility in win percentages. Therefore, changes in table game win percentages do not typically have a material impact to our earnings.

        Our properties generate significant operating cash flow, since most of our revenue is cash-based from slot machines, table games, and pari-mutuel wagering. Our business is capital intensive, and we rely on cash flow from our properties to generate operating cash to satisfy our obligations under the Master Lease, repay debt, fund capital maintenance expenditures, fund new capital projects at existing properties and provide excess cash for future development and acquisitions.

        We continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and the development of new gaming properties, particularly in attractive regional markets. Additional information regarding our capital projects is discussed in detail in the section entitled "Liquidity and Capital Resources—Capital Expenditures" below.

Spin-Off of Real Estate Assets through a Real Estate Investment Trust

        On November 1, 2013, the Company completed its plan to separate its gaming operating assets from its real property assets by creating a newly formed, publicly traded REIT, known as GLPI, through a tax free Spin-Off. Penn effected the Spin-Off by distributing one share of common stock of GLPI to the holders of Penn common stock and Series C Preferred Stock for every share of Penn common stock and every 1/1000th of a share of Series C Preferred Stock that they held at the close of business on October 16, 2013, the record date for the Spin-Off. Peter M. Carlino and the PMC Delaware Dynasty Trust dated September 25, 2013, a trust for the benefit of Mr. Carlino's children, also received 882,129 additional shares of GLPI common stock, in exchange for 2,167,393 shares of Penn common stock that they transferred to Penn immediately prior to the Spin-Off. Based on the closing price of the GLPI common stock on October 30, 2013, the aggregate consideration transferred totaled $39.1 million. On that same date, based on the closing price of Penn common stock, the aggregate consideration received totaled $28.4 million. As a result, the consideration transferred exceeded the amount received by approximately $10.7 million. This excess was accounted for as a transaction cost associated with the Spin-Off within general and administrative expenses with the value of the Penn shares acquired as the cost of the treasury stock.

        Mr. Carlino also exchanged certain options to acquire Penn common stock for options to acquire GLPI common stock having the same aggregate intrinsic value. Penn engaged in these exchanges with Mr. Carlino and his related trust to ensure that each member of the Carlino family beneficially owns 9.9% or less of the outstanding shares of Penn common stock following the Spin-Off, so that GLPI can qualify to be taxed as a REIT for U.S. federal income tax purposes.

        In addition, through a series of internal corporate restructurings, Penn contributed to GLPI substantially all of the assets and liabilities associated with Penn's real property interests and real estate development business, as well as all of the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which are referred to as the "TRS Properties." As a result of the Spin-Off, GLPI owns substantially all of Penn's former real property assets and leases back those assets (other than the TRS Properties) to Penn for use by its subsidiaries, under the Master Lease (which has a fifteen-year initial term that can be extended at Penn's option for up to four five-year renewal terms), as well as owns and operates the TRS Properties. Penn continues to operate the leased gaming facilities and hold the associated gaming licenses with these facilities. As a result of the Spin-Off, the Company's results for the year ended December 31, 2013 only include the TRS Properties for the period

40


Table of Contents

January 1, 2013 through October 31, 2013. The TRS properties have been reported as discontinued operations in the Company's consolidated financial statements.

        On November 1, 2013, Penn entered into a Tax Matters Agreement with GLPI, which governs the respective rights, responsibilities and obligations of the two companies after the Spin-Off with respect to payment of tax liabilities, entitlement of refunds, and filing of tax returns and sets forth certain covenants and indemnities. Pursuant to the Tax Matters Agreement, Penn was required to prepare and file a federal consolidated income tax return for 2013, which included a combination of Penn and GLPI legal entities for the activity prior to the Spin-Off, with any adjustments for the impact of the final consolidated income tax return recorded to either shareholders' equity or the statement of income depending on the specific item giving rise to the adjustment. In conjunction with the filing of the final 2013 federal consolidated income tax return with the Internal Revenue Service, Penn recorded a decrease to shareholders' equity of $2.5 million during the year ended December 31, 2014.

        The Company received a private letter ruling from the Internal Revenue Service relating to the tax treatment of the separation and the qualification of GLPI as a REIT. The private letter ruling is subject to certain qualifications and based on certain representations and statements made by the Company and certain of its shareholders. If such representations and statements are untrue or incomplete in any material respect (including as a result of a material change in the transaction or other relevant facts), the Company may not be able to rely on the private letter ruling. The Company received opinions from outside counsel regarding certain aspects of the transaction that are not covered by the private letter ruling.

        The Company incurred transaction costs of $0.9 million, $39.5 million (which includes the $10.7 million transaction cost related to the Carlino exchange mentioned above), and $7.1 million for the years ended December 31, 2014, 2013 and 2012, respectively, associated with the Spin-Off, which were included in general and administrative expenses within the consolidated statements of operations.

Segment Information

        Our Chief Executive Officer, who is the Company's CODM as that term is defined in ASC 280, measures and assesses the Company's business performance based on regional operations of various properties grouped together based primarily on their geographic locations. In January 2014, the Company named Jay Snowden as its Chief Operating Officer and the Company decided in connection with this announcement to re-align its reporting structure. Starting in January 2014, the Company's reportable segments are: (i) East/Midwest, (ii) West, and (iii) Southern Plains. The prior year amounts were reclassified to conform to the Company's new reporting structure in accordance with ASC 280.

        The East/Midwest reportable segment consists of the following properties: Hollywood Casino at Charles Town Races, Hollywood Casino Bangor, Hollywood Casino at Penn National Race Course, Hollywood Casino Lawrenceburg, Hollywood Casino Toledo, which opened on May 29, 2012, Hollywood Casino Columbus, which opened on October 8, 2012, Hollywood Gaming at Dayton Raceway, which opened on August 28, 2014, and Hollywood Gaming at Mahoning Valley Race Course, which opened on September 17, 2014. It also includes the Company's Casino Rama management service contract and the Plainville project in Massachusetts which the Company expects to open in June 2015. It also previously included Hollywood Casino Perryville which was contributed to GLPI on November 1, 2013 and is reported as discontinued operations.

        The West reportable segment consists of the following properties: Zia Park Casino and the M Resort, as well as the Jamul development project, which the Company anticipates completing in mid-2016.

        The Southern Plains reportable segment consists of the following properties: Hollywood Casino Aurora, Hollywood Casino Joliet, Argosy Casino Alton, Argosy Casino Riverside, Hollywood Casino Tunica, Hollywood Casino Gulf Coast (formerly Hollywood Casino Bay St. Louis), Boomtown Biloxi, and Hollywood Casino St. Louis (formerly Harrah's St. Louis which was acquired from Caesars

41


Table of Contents

Entertainment on November 2, 2012), and includes the Company's 50% investment in Kansas Entertainment, which owns the Hollywood Casino at Kansas Speedway. On July 30, 2014, the Company closed Argosy Casino Sioux City. It also previously included Hollywood Casino Baton Rouge which was contributed to GLPI on November 1, 2013 and is reported as discontinued operations.

        The Other category consists of the Company's standalone racing operations, namely Rosecroft Raceway, Sanford-Orlando Kennel Club, and the Company's joint venture interests in Sam Houston Race Park, Valley Race Park, and Freehold Raceway, as well as the Company's 50% joint venture with the Cordish Companies in New York which we anticipate dissolving in 2015. It also previously included the Company's Bullwhackers property, which was sold in July 2013. If the Company is successful in obtaining gaming operations at these locations, they would be assigned to one of the Company's reportable segments. The Other category also includes the Company's corporate overhead operations which does not meet the definition of an operating segment under ASC 280.

Executive Summary

        Continued sluggish economic conditions and the expansion of newly constructed gaming facilities continue to impact the overall domestic gaming industry as well as our operating results. We believe that current economic conditions, including, but not limited to, a weak economic recovery, low levels of consumer confidence, and higher taxes paid by individuals, have resulted in reduced levels of discretionary consumer spending compared to historical levels. Additionally, the expansion of newly constructed gaming facilities has substantially increased competition in many of our regional markets (including some of our larger facilities).

        We operate a geographically diversified portfolio comprised largely of new and well maintained regional gaming facilities. This has allowed us to develop what we believe to be a solid base for future growth opportunities. We have also made investments in joint ventures that we believe may allow us to capitalize on additional gaming opportunities in certain states if legislation or referenda are passed that permit and/or expand gaming in these jurisdictions and we are selected as a licensee. Historically, the Company has been reliant on certain key regional gaming markets (for example, its results from Hollywood Casino at Charles Town Races and Hollywood Casino Lawrenceburg). Over the past several years, the Company has diversified its operations via new development facilities and acquisitions and anticipates further diversifying its reliance on specific properties in connection with its current development pipeline.

Financial Highlights:

        We reported net revenues and income from operations of $2,590.5 million and $257.2 million, respectively, for the year ended December 31, 2014, compared to net revenues and a loss from continuing operations of $2,777.9 million and $423.9 million, respectively, for the corresponding period in the prior year. The major factors affecting our results for the year ended December 31, 2014, as compared to the year ended December 31, 2013, were:

42


Table of Contents

43


Table of Contents

Segment Developments:

        The following are recent developments that have had or will have an impact on us by segments:

East/Midwest

44


Table of Contents

West

Southern Plains

Critical Accounting Estimates

        We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated financial statements. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. We have identified the accounting for long-lived assets, goodwill and other intangible assets, income taxes and litigation, claims and assessments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.

        We believe the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our consolidated financial condition.

        The development and selection of the critical accounting estimates, and the related disclosures, have been reviewed with the Audit Committee of our Board of Directors.

Long-lived assets

        At December 31, 2014, we had a net property and equipment balance of $2,669.7 million within our consolidated balance sheet, representing 57.2% of total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are determined based on the nature of the assets as well as our current operating strategy. We review the carrying value of our property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The

45


Table of Contents

factors considered by us in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. For purposes of recognizing and measuring impairment in accordance with ASC 360, "Property, Plant, and Equipment," assets are grouped at the individual property level representing the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. In assessing the recoverability of the carrying value 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.

Goodwill and other intangible assets

        At December 31, 2014, the Company had $874.2 million in goodwill and $419.5 million in other intangible assets within its consolidated balance sheet, representing 18.7% and 9.0% of total assets, respectively, resulting from the Company's acquisition of other businesses and payment for gaming licenses. Two issues arise with respect to these assets that require significant management estimates and judgment: (i) the valuation in connection with the initial purchase price allocation; and (ii) the ongoing evaluation for impairment.

        In connection with our acquisitions, valuations are completed to determine the allocation of the purchase prices. The factors considered in the valuations include data gathered as a result of our due diligence in connection with the acquisitions, projections for future operations, and data obtained from third-party valuation specialists as deemed appropriate. Goodwill represents the future economic benefits of a business combination measured as the excess purchase price over the fair market value of net assets acquired. Goodwill is tested annually, or more frequently if indicators of impairment exist, in two steps. In step 1 of the impairment test, the current fair value of each reporting unit is estimated using a discounted cash flow model which is then compared to the carrying value of each reporting unit including the allocation of the carrying value of certain consolidated obligations that benefit individual reporting units. The Company adjusts the carrying value of each reporting unit that utilizes property that is subject to the Master Lease by an allocation of a pro-rata portion of the GLPI financing obligation based on the reporting unit's estimated fair value as a percentage of the aggregate estimated fair value of all reporting units that utilize property that is subject to the Master Lease. If the carrying amount of a reporting unit exceeds its fair value in step 1 of the impairment test, then step 2 of the impairment test is performed to determine the implied fair value of goodwill for that reporting unit. If the implied fair value of goodwill is less than the goodwill allocated for that reporting unit, an impairment is recognized. In the event a reporting unit has a negative carrying amount, the Company first performs a qualitative evaluation to determine if it is more likely than not that a goodwill impairment exists, and if so, it performs a step 2 of the impairment test to measure the amount of the impairment charge, if any.

        In accordance with ASC 350, "Intangibles—Goodwill and Other," the Company considers its gaming licenses and other various intangible assets as indefinite-life intangible assets that do not require amortization based on our future expectations to operate our gaming facilities indefinitely (notwithstanding the recent events in Iowa, which we concluded was an isolated incident and the first time in our history a gaming regulator has taken an action which could cause us to lose our gaming license) as well as our historical experience in renewing these intangible assets at minimal cost with various state commissions. Rather, these intangible assets are tested annually for impairment, 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-life intangible assets exceed their fair value, an impairment loss is recognized. The Company completes its testing of its intangible assets prior to assessing the realizability of its goodwill.

46


Table of Contents

        The Company assessed the fair value of its indefinite-life intangible assets (which are primarily gaming licenses) using the Greenfield Method under the income approach. The Greenfield Method estimates the fair value of the gaming license using a discounted cash flow model assuming the Company built a casino with similar utility to that of the existing facility. The method assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. As such, the value of the gaming license is a function of the following items:

        The evaluation of goodwill and indefinite-life intangible assets requires the use of estimates about future operating results of each reporting unit to determine the estimated fair value of the reporting unit and the indefinite-lived intangible assets. We must make various assumptions and estimates in performing our impairment testing. The implied fair value includes estimates of future cash flows (including an allocation of the Company's projected financing obligation payments to its reporting units) that are based on consistently applied, reasonable and supportable assumptions which represent our best estimates of the cash flows expected to result from the use of the assets including their eventual disposition. Changes in estimates, increases in our cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions or application of alternative assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. If our ongoing estimates of future cash flows are not met, we may have to record additional impairment charges in future accounting periods. Our estimates of cash flows are based on the current regulatory and economic climates, recent operating information and budgets of the various properties where we conduct operations. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting our properties.

        Forecasted cash flows (based on our annual operating plan as determined in the fourth quarter) can be significantly impacted by the local economy in which our reporting units operate. For example, increases in unemployment rates can result in decreased customer visitations and/or lower customer spend per visit. In addition, the impact of new legislation which approves gaming in nearby jurisdictions or further expands gaming in jurisdictions where our reporting units currently operate can result in opportunities for us to expand our operations. However, it also has the impact of increasing competition for our established properties which generally will have a negative effect on those locations' profitability once competitors become established as a certain level of cannibalization occurs absent an overall increase in customer visitations. Lastly, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted cash flows.

        Assumptions and estimates about future cash flow levels and multiples by individual reporting units are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in our business strategy, which may reallocate capital and resources to different or new opportunities which management believes will enhance our overall value but may be to the detriment of an individual reporting unit.

        Consistent with prior years, the Company's annual goodwill and other indefinite-life intangible assets impairment test is performed on October 1st of each year.

47


Table of Contents

        For the year ended December 31, 2014, the Company recorded goodwill and other intangible assets impairment charges of $155.3 million, as it determined that a portion of the value of its goodwill and other intangible assets was impaired as a result of the October 1, 2014 impairment test due to the Company's outlook of continued challenging regional gaming conditions at certain properties which persisted in 2014 in its Southern Plains segment, as well as for the write-off of a trademark intangible asset in the West segment. The impairment charges by segment were as follows: Southern Plains, $153.9 million and West, $1.4 million.

        For 2013, as the Spin-Off was a significant financial event, an interim goodwill and other indefinite-life intangible assets impairment test as of November 1, 2013, the Spin-Off date, was performed. For the November 1, 2013 impairment test, the forecasted cash flows for each applicable property was updated to include the obligations to be paid to GLPI under the Master Lease. As of a result of our fourth quarter 2013 impairment testing, we recorded impairment charges of $724.2 million for the year ended December 31, 2013, as we determined that a portion of the value of our goodwill and other intangible assets was impaired. The impairment charge by segment was as follows: East/Midwest, $416.4 million; Southern Plains, $269.8 million; West, $1.8 million; and Other, $36.2 million.

        Additionally, as a result of a new gaming license being awarded for the development of a new casino in Sioux City, Iowa to another applicant in April 2013, we recorded an impairment charge of $71.8 million for Argosy Casino Sioux City during the three months ended June 30, 2013, as we determined that the fair value of our Sioux City reporting unit was less than its carrying amount based on the Company's analysis of the estimated future expected cash flows the Company anticipated receiving from the operations of this facility.

        Consistent with prior years, we believe at this time all of our reporting units with goodwill and other intangible assets are at risk to have impairment charges in future periods regardless of the margin by which the current fair value of our reporting units exceed their carrying value and that such margin cannot and should not be relied upon to predict which properties are most at risk for future impairment charges. This is because the revenue and earning streams in our industry can vary significantly based on various circumstances, which in many cases are outside of the Company's control, and as such are extremely difficult to predict and quantify. We have disclosed several of these circumstances in the "Risk Factors" section of this Annual Report on Form 10-K/A. For instance, changes in legislation that approves gaming in nearby jurisdictions, further expansion of gaming in jurisdictions where we currently operate, new state legislation that requires the implementation of smoking bans at our casinos or any other events outside of our control that make the customer experience less desirable.

        Once an impairment of goodwill or other indefinite-life intangible assets has been recorded, it cannot be reversed. Because our goodwill and indefinite-life intangible assets are not amortized, there may be volatility in reported income because impairment losses, if any, are likely to occur irregularly and in varying amounts. Intangible assets that have a definite-life are amortized on a straight-line basis over their estimated useful lives or related service contract. We review the carrying value of our intangible assets that have a definite-life for possible impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the carrying amount of the intangible assets that have a definite-life exceed their fair value, an impairment loss is recognized.

48


Table of Contents

        The Company's remaining goodwill and other intangible assets by reporting unit at December 31, 2014 is shown below (in thousands):

Reporting Unit
  Goodwill   Other
Intangible
Assets
 
 
  (as restated)
  (as restated)
 

Hollywood Casino St. Louis

  $ 205,783   $ 58,418  

Hollywood Casino Aurora

    207,207      

Argosy Casino Riverside

    154,332     4,964  

Zia Park Casino

    142,359      

Hollywood Gaming at Dayton Raceway

    15,339     125,000  

Hollywood Gaming at Mahoning Valley Race Course

        125,000  

Hollywood Casino at Penn National Race Course

    1,497     67,607  

Hollywood Casino Lawrenceburg

    63,189      

Hollywood Casino Tunica

    44,042      

Plainridge Park Casino

    3,052     25,297  

Boomtown Biloxi

    22,365      

Argosy Casino Alton

    9,863     8,285  

Hollywood Casino Joliet

        3,724  

Others

    5,156     1,158  

Total

  $ 874,184   $ 419,453  

Income taxes

        We account for income taxes in accordance with ASC 740, "Income Taxes" ("ASC 740"). Under 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 requires that deferred tax assets be reduced by a valuation allowance if it is more-likely-than-not 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. We consider 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 income 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.

        In connection with the failed spin-off-leaseback, the Company continued to record real property assets and recorded a financing obligation of $2.00 billion and $3.52 billion, respectively, on November 1, 2013, which resulted in a substantial increase to our net deferred tax assets of $599.9 million. ASC 740 suggests that additional scrutiny should be given to deferred tax assets of an entity with cumulative pre-tax losses during the three most recent years and is widely considered significant negative evidence that is objective and verifiable and therefore, difficult to overcome. During the year ended December 31, 2014 and 2013, we had or expected to have cumulative pre-tax losses and considered this factor in our analysis of deferred taxes. Additionally, we expect to remain in a three year cumulative loss position in the near future. As a result, the Company has recorded a valuation allowance against its net deferred tax assets, excluding assets that can be realized based on our ability to carry back losses to recoup taxes previously paid and excluding the reversal of deferred tax liabilities related to indefinite-lived intangibles. We intend to continue to maintain a valuation allowance on our

49


Table of Contents

net deferred tax assets until there is sufficient positive evidence to support the reversal of all or some portion of these allowances.

        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. At December 31, 2014, we had a liability for unrecognized tax benefits of $7.0 million, which is included in noncurrent tax liabilities within our consolidated balance sheet. We operate within multiple taxing jurisdictions and are subject to audits in each jurisdiction. These audits can involve complex issues that may require an extended period of time to resolve. In our opinion, adequate provisions for income taxes have been made for all open periods.

Litigation, claims and assessments

        We utilize estimates for litigation, claims and assessments. These estimates are based on our knowledge and experience regarding current and past events, as well as assumptions about future events. If our assessment of such a matter should change, we may have to change the estimate, which may have an adverse effect on our consolidated results of operations. Actual results could differ from these estimates.

Results of Operations

        The following are the most important factors and trends that contribute to our operating performance:

50


Table of Contents

        The consolidated results of operations for the years ended December 31, 2014, 2013 and 2012 are summarized below:

Year Ended December 31,
  2014   2013   2012  
 
  (Restated)
  (Restated)
  (Restated)
 
 
  (in thousands)
 

Revenues:

                   

Gaming

  $ 2,297,175   $ 2,479,601   $ 2,387,952  

Food, beverage and other

    432,021     450,568     423,202  

Management service fee

    11,650     13,176     14,835  

Revenues

    2,740,846     2,943,345     2,825,989  

Less promotional allowances

    (150,319 )   (165,459 )   (137,167 )

Net revenues

    2,590,527     2,777,886     2,688,822  

Operating expenses:

                   

Gaming

    1,146,159     1,247,515     1,229,794  

Food, beverage and other

    319,792     336,279     330,497  

General and administrative

    446,436     516,143     504,897  

Depreciation and amortization

    266,742     303,404     233,407  

Impairment losses

    159,884     798,305      

Insurance recoveries, net of deductible charges

    (5,674 )   108     (7,229 )

Total operating expenses

    2,333,339     3,201,754     2,291,366  

(Loss) income from continuing operations

  $ 257,188   $ (423,868 ) $ 397,456  

        Certain information regarding our results of operations by segment for the years ended December 31, 2014, 2013 and 2012 is summarized below:

 
  Net Revenues   Income (loss) from Continuing
Operations
 
Year Ended December 31,
  2014   2013   2012   2014   2013   2012  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 
 
   
   
  (in thousands)
   
   
 

East/Midwest

  $ 1,467,380   $ 1,575,053   $ 1,596,241   $ 332,869   $ (57,351 ) $ 374,485  

West

    241,410     240,083     252,182     56,928     45,464     47,050  

Southern Plains

    857,447     930,762     807,265     46,395     (186,846 )   165,039  

Other

    24,290     31,988     33,134     (179,004 )   (225,135 )   (189,118 )

Total

  $ 2,590,527   $ 2,777,886   $ 2,688,822   $ 257,188   $ (423,868 ) $ 397,456  

Adjusted EBITDA

        Adjusted EBITDA is used by management as the primary measure of the Company's operating performance. We define adjusted EBITDA as earnings before interest, taxes, stock compensation, debt

51


Table of Contents

extinguishment charges, impairment charges, insurance recoveries and deductible charges, depreciation and amortization, changes in the estimated fair value of contingent purchase price to the previous owners of Plainridge Racecourse, gain or loss on disposal of assets, and other income or expenses. Adjusted EBITDA is also inclusive of results from discontinued operations, income or loss from unconsolidated affiliates, with our share of non-operating items (such as depreciation and amortization) added back for our joint venture in Kansas Entertainment. Adjusted EBITDA has economic substance because it is used by management as a performance measure to analyze the performance of our business, and is especially relevant in evaluating large, long lived casino projects because they provide a perspective on the current effects of operating decisions separated from the substantial non operational depreciation charges and financing costs of such projects. We also present adjusted EBITDA because it is used by some investors and creditors as an indicator of the strength and performance of ongoing business operations, including our ability to service debt, fund capital expenditures, acquisitions and operations. These calculations are commonly used as a basis by investors, analysts and credit rating agencies to evaluate and compare operating performance and value companies within our industry. In addition, gaming companies have historically reported adjusted EBITDA as a supplement to financial measures in accordance with GAAP. In order to view the operations of their casinos on a more stand alone basis, gaming companies, including us, have historically excluded from their adjusted EBITDA calculations certain corporate expenses that do not relate to the management of specific casino properties. However, adjusted EBITDA is not a measure of performance or liquidity calculated in accordance with GAAP. Adjusted EBITDA information is presented as a supplemental disclosure, as management believes that it is a widely used measure of performance in the gaming industry, is the principal basis for the valuation of gaming companies, and that it is considered by many to be a better indicator of the Company's operating results than net income (loss) per GAAP. Management uses adjusted EBITDA as the primary measure of the operating performance of its segments, including the evaluation of operating personnel. Adjusted EBITDA should not be construed as alternatives to operating income, as indicators of the Company's operating performance, as alternatives to cash flows from operating activities, as measures of liquidity, or as any other measures of performance determined in accordance with GAAP. The Company has significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in adjusted EBITDA. It should also be noted that other gaming companies that report adjusted EBITDA information may calculate adjusted EBITDA in a different manner than the Company and therefore, comparability may be limited.

        A reconciliation of the Company's net income (loss) per GAAP to adjusted EBITDA, as well as the Company's income (loss) from operations per GAAP to adjusted EBITDA, is included below. Additionally, a reconciliation of each segment's income (loss) from operations to adjusted EBITDA is also included below. On a segment level, income (loss) from operations per GAAP, rather than net income (loss) per GAAP, is reconciled to adjusted EBITDA due to, among other things, the impracticability of allocating interest expense, interest income, income taxes and certain other items to the Company's segments on a segment by segment basis. Management believes that this presentation is more meaningful to investors in evaluating the performance of the Company's segments and is consistent with the reporting of other gaming companies.

52


Table of Contents

        The reconciliation of the Company's (loss) income from continuing operations per GAAP to adjusted EBITDA, as well as the Company's net (loss) income per GAAP to adjusted EBITDA, for the years ended December 31, 2014, 2013 and 2012 was as follows:

Year Ended December 31,
  2014   2013   2012  
 
  (Restated)
  (Restated)
  (Restated)
 
 
  (in thousands)
 

Net (loss) income

  $ (183,822 ) $ (581,252 ) $ 210,497  

Income tax (benefit) provision

    30,519     (33,580 )   137,449  

Other

    (2,944 )   (8,004 )   (4,945 )

Loss on early extinguishment of debt

        61,660      

Income from unconsolidated affiliates

    (7,949 )   (9,657 )   (3,804 )

Interest income

    (3,730 )   (1,387 )   (946 )

Interest expense

    425,114     159,897     82,124  

Income from discontinued operations, net of tax

        (11,545 )   (22,919 )

(Loss) income from continuing operations

  $ 257,188   $ (423,868 ) $ 397,456  

Loss (gain) on disposal of assets

    738     3,682     (1,546 )

Insurance recoveries, net of deductible charges

    (5,674 )   108     (7,229 )

Impairment losses

    159,884     798,305      

Charge for stock compensation

    10,666     22,809     28,609  

Plainridge contingent purchase price

    689          

Depreciation and amortization

    266,742     303,404     233,407  

Income from unconsolidated affiliates

    7,949     9,657     3,804  

Non-operating items for Kansas JV(1)

    11,809     11,595     9,891  

Non-operating items for discontinued operations

        35,374     57,614  

Adjusted EBITDA

  $ 709,991   $ 761,066   $ 722,006  

(1)
Starting with the second quarter of 2014, adjusted EBITDA excludes our share of the impact of non-operating items (such as depreciation and amortization expense) from our joint venture in Kansas Entertainment. Prior periods were restated to conform to this new presentation.

        The reconciliation of each segment's (loss) income from operations to adjusted EBITDA for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands):

Year ended December 31, 2014
  East/Midwest   West   Southern Plains   Other   Total  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

Income (loss) from operations

  $ 332,869   $ 56,928   $ 46,395   $ (179,004 ) $ 257,188  

Charge for stock compensation

                10,666     10,666  

Impairment losses

    4,560     1,420     153,904         159,884  

Insurance recoveries

            (5,674 )       (5,674 )

Depreciation and amortization

    101,891     7,411     58,598     98,842     266,742  

Plainridge contingent purchase price

    689                 689  

(Gain) loss on disposal of assets

    (75 )   211     624     (22 )   738  

Income (loss) from unconsolidated affiliates

            10,720     (2,771 )   7,949  

Non-operating items for Kansas JV

            11,809         11,809  

Adjusted EBITDA

  $ 439,934   $ 65,970   $ 276,376   $ (72,289 ) $ 709,991  

53


Table of Contents


Year ended December 31, 2013
  East/Midwest   West   Southern Plains   Other   Total  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

(Loss) income from operations

  $ (57,351 ) $ 45,464   $ (186,846 ) $ (225,135 ) $ (423,868 )

Charge for stock compensation

                22,809     22,809  

Impairment losses

    416,380     1,812     341,683     38,430     798,305  

Insurance deductible charges, net of recoveries

            108         108  

Depreciation and amortization

    142,442     11,883     108,201     40,878     303,404  

Loss (gain) on disposal of assets

    774     2,365     853     (310 )   3,682  

Income (loss) from unconsolidated affiliates

            10,735     (1,078 )   9,657  

Non-operating items for Kansas JV

            11,595         11,595  

Adjusted EBITDA from discontinued operations

    15,334         20,040         35,374  

Adjusted EBITDA

  $ 517,579   $ 61,524   $ 306,369   $ (124,406 ) $ 761,066  

 

Year Ended December 31, 2012
  East/Midwest   West   Southern Plains   Other   Total  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

Income (loss) from operations

  $ 374,485   $ 47,050   $ 165,039   $ (189,118 ) $ 397,456  

Charge for stock compensation

                28,609     28,609  

Insurance recoveries, net of deductible charges

            (7,229 )       (7,229 )

Depreciation and amortization

    128,188     12,850     75,657     16,712     233,407  

Loss (gain) on disposal of assets

    (1,617 )   (42 )   115     (2 )   (1,546 )

Income (loss) from unconsolidated affiliates

            5,210     (1,406 )   3,804  

Non-operating items for Kansas JV

            9,891         9,891  

Adjusted EBITDA from discontinued operations

    16,890         40,724         57,614  

Adjusted EBITDA

  $ 517,946   $ 59,858   $ 289,407   $ (145,205 ) $ 722,006  

2014 Compared to 2013

        Adjusted EBITDA for our East/Midwest segment decreased by $77.6 million, or 15.0%, for the year ended December 31, 2014, as compared to the year ended December 31, 2013, primarily due to competition discussed below, which impacted Hollywood Casino at Charles Town Races and Hollywood Casino Lawrenceburg, weakened regional economic conditions for Hollywood Casino at Penn National Race Course, and a $15.3 million decline in adjusted EBITDA due to the contribution of Hollywood Casino Perryville to GLPI on November 1, 2013, all of which was partially offset by the openings of Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014 and Hollywood Gaming at Dayton Raceway on August 28, 2014. Additionally, results for the year ended December 31, 2014 included pre-opening costs of $10.2 million for both Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course, as well as the Plainville project in Massachusetts, which the Company expects to open in June 2015.

        Adjusted EBITDA for our Southern Plains segment decreased by $30.0 million, or 9.8%, for the year ended December 31, 2014, as compared to the year ended December 31, 2013, primarily from a $20.0 million decline in adjusted EBITDA due to the contribution of Hollywood Casino Baton Rouge to GLPI on November 1, 2013, and decreased adjusted EBITDA for Argosy Casino Sioux City primarily due to its closure on July 30, 2014.

54


Table of Contents

        Adjusted EBITDA for our West segment increased by $4.4 million, or 7.2%, for the year ended December 31, 2014, as compared to the year ended December 31, 2013, primarily due to a termination charge associated with the Spin-Off of $3.8 million incurred in the third quarter of 2013.

        Adjusted EBITDA for Other improved by $52.1 million, or 41.9%, for the year ended December 31, 2014, as compared to the year ended December 31, 2013, primarily due to lower Spin-Off transaction and development costs of $40.7 million, lower costs on cash-settled stock based awards of $13.9 million primarily due to the favorable impact from declines in GLPI's stock price for GLPI awards held by Penn employees and the fact that certain members of Penn's executive management team transferred their employment to GLPI as part of the Spin-Off, and higher transition service fees received from GLPI of $1.2 million, all of which was partially offset by higher lobbying costs of $3.5 million.

2013 Compared with 2012

        Adjusted EBITDA for our East/Midwest segment decreased by $0.4 million, or 0.1%, for the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily due to a decline in results at Hollywood Casino Lawrenceburg and Hollywood Casino at Charles Town Races due to new competition discussed further below, as well as Hollywood Casino Perryville's results being negatively impacted by increased competition discussed further below and being contributed to GLPI on November 1, 2013. Additionally, results for the year ended December 31, 2012 included pre-opening costs of $20.2 million for both Hollywood Casino Columbus and Hollywood Casino Toledo. These decreases were partially offset by the openings of Hollywood Casino Toledo on May 29, 2012 and Hollywood Casino Columbus on October 8, 2012.

        Adjusted EBITDA for our Southern Plains segment increased by $17.0 million, or 5.9%, for the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily due to the acquisition of Harrah's St. Louis on November 2, 2012. This increase was partially offset by reduced earnings at Hollywood Casino Joliet and Hollywood Casino Aurora primarily due to regional economic factors, and at Argosy Casino Sioux City primarily due to a challenging local gaming market and the negative impact to its business related to the then-potential loss of our gaming license. Additionally, Hollywood Casino Baton Rouge's results were negatively impacted by increased competition discussed further below and the property being contributed to GLPI on November 1, 2013.

        Adjusted EBITDA for Other improved by $20.8 million, or 14.3%, for the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily due to lower lobbying costs of $45.1 million related to our efforts in Maryland and a $6.4 million legal accrual for our Cherokee County, Kansas litigation in 2012, partially offset by higher legal, consulting and other fees of $35.0 million related to the pursuit of potential opportunities, including the Spin-Off transaction for the year ended December 31, 2013, as compared to the corresponding period in the prior year.

Revenues

        Revenues for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands):

Year ended December 31,
  2014   2013   Variance   Percentage
Variance
 
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

Gaming

  $ 2,297,175   $ 2,479,601   $ (182,426 )   (7.4 )%

Food, beverage and other

    432,021     450,568     (18,547 )   (4.1 )%

Management service fee

    11,650     13,176     (1,526 )   (11.6 )%

Revenues

    2,740,846     2,943,345     (202,499 )   (6.9 )%

Less promotional allowances

    (150,319 )   (165,459 )   15,140     (9.2 )%

Net revenues

  $ 2,590,527   $ 2,777,886   $ (187,359 )   (6.7 )%

55


Table of Contents


Year ended December 31,
  2013   2012   Variance   Percentage
Variance
 
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

Gaming

  $ 2,479,601   $ 2,387,952   $ 91,649     3.8 %

Food, beverage and other

    450,568     423,202     27,366     6.5 %

Management service fee

    13,176     14,835     (1,659 )   (11.2 )%

Revenues

    2,943,345     2,825,989     117,356     4.2 %

Less promotional allowances

    (165,459 )   (137,167 )   (28,292 )   20.6 %

Net revenues

  $ 2,777,886   $ 2,688,822   $ 89,064     3.3 %

        In our business, revenue is driven by discretionary consumer spending, which has been impacted by a slow economic recovery that has resulted in declines in the labor force participation rate, higher taxes, and increased stock market and commodity price volatility. The expansion of newly constructed gaming facilities has also increased competition in many regional markets (including at some of our key facilities).

        We have no certain mechanism for determining why consumers choose to spend more or less money at our properties from period to period and as such cannot quantify a dollar amount for each factor that impacts our customers' spending behaviors. However, based on our experience, we can generally offer some insight into the factors that we believe were likely to account for such changes. In instances where we believe one factor may have had a significantly greater impact than the other factors, we have noted that as well. However, in all instances, such insights are based only on our reasonable judgment and professional experience, and no assurance can be given as to the accuracy of our judgments.

Gaming revenue

2014 Compared with 2013

        Gaming revenue decreased by $182.4 million, or 7.4%, to $2,297.2 million in 2014, primarily due to the variances explained below.

        Gaming revenue for our East/Midwest segment decreased by $103.4 million in 2014, primarily due to decreased gaming revenue at Hollywood Casino at Charles Town Races of $64.0 million primarily due to the continued impact of the opening of a casino complex at the Arundel Mills mall in Maryland in 2012, which added table games in April 2013 and a 52 table poker room in late August 2013, decreased gaming revenue at Hollywood Casino Lawrenceburg of $71.9 million primarily due to new competition, namely a new casino that opened in March 2013 in Cincinnati, Ohio and to a lesser extent the openings of a racino at Miami Valley Gaming in mid-December 2013, a racino at Belterra Park in May 2014, and our own Dayton facility in late August 2014, and decreased gaming revenue at Hollywood Casino at Penn National Race Course of $19.6 million primarily due to regional economic conditions. These decreases were partially offset by the openings of Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014 and Hollywood Gaming at Dayton Raceway on August 28, 2014, which generated $28.6 million and $27.3 million, respectively, of gaming revenue for the year December 31, 2014.

        Gaming revenue for our Southern Plains segment decreased by $74.5 million in 2014, due to decreased gaming revenue at Argosy Casino Sioux City of $23.4 million primarily due to its closure on July 30, 2014, and general softness in the regional markets in which our Southern Plains properties compete, as well as additional competition from video lottery terminals in Illinois.

2013 Compared with 2012

        Gaming revenue increased by $91.6 million, or 3.8%, to $2,479.6 million in 2013, primarily due to the variances explained below.

56


Table of Contents

        Gaming revenue for our Southern Plains segment increased by $114.3 million in 2013, primarily due to the acquisition of Harrah's St. Louis facility on November 2, 2012, which had increased gaming revenue of $169.9 million for the year ended December 31, 2013, as compared to the corresponding period in the prior year, which was partially offset by decreased gaming revenue at Hollywood Casino Joliet and Hollywood Casino Aurora primarily due to regional economic factors, at Argosy Casino Riverside primarily due to the continued impact of the opening of our Hollywood Casino at Kansas Speedway joint venture in February 2012, and at Argosy Casino Sioux City primarily due to a challenging local gaming market and a negative impact related to the then-potential loss of our gaming license.

        Gaming revenue for our East/Midwest segment decreased by $18.2 million in 2013, primarily due to a reduction in gaming revenue for Hollywood Casino Lawrenceburg of $125.9 million primarily due to new competition, namely a new casino that opened on March 4, 2013 in Cincinnati, Ohio and to a lesser extent the opening of our own Columbus casino and a new racino in Columbus, Ohio that opened on June 1, 2012, and decreased gaming revenue at Hollywood Casino at Charles Town Races of $89.7 million primarily due to the opening of a casino complex at the Arundel Mills mall in Maryland in 2012, as well as to a lesser extent decreased gaming revenue at Hollywood Casino at Penn National Race Course primarily due to competition and regional economic conditions. These decreases were partially offset by the openings of Hollywood Casino Toledo on May 29, 2012 and Hollywood Casino Columbus on October 8, 2012, which had increased gaming revenue of $65.9 million and $155.0 million, respectively, for the year ended December 31, 2013, as compared to the corresponding period in the prior year.

Food, beverage and other revenue

2014 Compared with 2013

        Food, beverage and other revenue decreased by $18.5 million, or 4.1%, to $432.0 million in 2014, primarily due to the variances explained below.

        Food, beverage and other revenue for our Southern Plains segment decreased by $10.4 million in 2014, primarily due to decreased food, beverage and other revenue at Hollywood Casino St. Louis primarily due to reduced complimentaries offered to customers.

        Food, beverage and other revenue for our East/Midwest segment decreased by $5.7 million in 2014, primarily due to decreased food, beverage and other revenue at Hollywood Casino at Charles Town Races of $5.9 million and Hollywood Casino Lawrenceburg of $6.5 million primarily due to the competition mentioned above, decreased food, beverage and other revenue at Hollywood Casino at Penn National Race Course of $5.9 million primarily due to regional economic conditions and the closure of one of its OTWs in August 2013, all of which were partially offset by the acquisition of Plainridge Racecourse in 2014, which had food, beverage and other revenue of $7.6 million for the year ended December 31, 2014, and the openings of Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014 and Hollywood Gaming at Dayton Raceway on August 28, 2014, which together generated $6.5 million of food, beverage and other revenue for the year ended December 31, 2014. The first quarter of 2014 compared to the prior year was also impacted by adverse weather on racing for Hollywood Casino at Charles Town Races and Hollywood Casino at Penn National Race Course.

2013 Compared with 2012

        Food, beverage and other revenue increased by $27.4 million, or 6.5%, to $450.6 million in 2013, primarily due to the variances explained below.

        Food, beverage and other revenue for our Southern Plains segment increased by $30.3 million in 2013, primarily due to the acquisition of Harrah's St. Louis facility on November 2, 2012, which had increased food, beverage and other revenue of $33.2 million for the year ended December 31, 2013, as compared to the corresponding period in the prior year.

57


Table of Contents

        Food, beverage and other revenue for our East/Midwest segment increased by $7.8 million in 2013, primarily due to the openings of Hollywood Casino Toledo on May 29, 2012 and Hollywood Casino Columbus on October 8, 2012, which had increased food, beverage and other revenue of $6.8 million and $17.0 million, respectively, for the year ended December 31, 2013, as compared to the corresponding period in the prior year, which was partially offset by a reduction in food, beverage and other revenue for Hollywood Casino Lawrenceburg and Hollywood Casino at Charles Town Races due to previously mentioned new competition.

        Food, beverage and other revenue for our West segment decreased by $12.5 million in 2013, primarily due to decreased food, beverage and other revenue at the M Resort due to the sale of an on-site gas station in April 2012.

Promotional allowances

        The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as "promotional allowances." Our promotional allowance levels are determined based on various factors such as our marketing plans, competitive factors, economic conditions, and regulations.

2014 Compared with 2013

        Promotional allowances decreased by $15.1 million, or 9.2%, to $150.3 million in 2014, primarily due to decreased promotional allowances at Hollywood Casino St. Louis primarily due to reduced complimentaries offered to customers, decreased promotional allowances at Hollywood Casino Lawrenceburg primarily due to reduced redemptions.

2013 Compared with 2012

        Promotional allowances increased by $28.3 million or 20.6%, to $165.5 million in 2013, primarily due to the acquisition of Harrah's St. Louis facility on November 2, 2012, which had increased promotional allowances of $22.3 million for the year ended December 31, 2013, as compared to the corresponding period in the prior year, as well as to a lesser extent the openings of Hollywood Casino Toledo on May 29, 2012 and Hollywood Casino Columbus on October 8, 2012.

Operating Expenses

        Operating expenses for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands):

Year ended December 31,
  2014   2013   Variance   Percentage
Variance
 
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

Gaming

  $ 1,146,159   $ 1,247,515   $ (101,356 )   (8.1 )%

Food, beverage and other

    319,792     336,279     (16,487 )   (4.9 )%

General and administrative

    446,436     516,143     (69,707 )   (13.5 )%

Depreciation and amortization

    266,742     303,404     (36,662 )   (12.1 )%

Impairment losses

    159,884     798,305     (638,421 )   (80.0 )%

Insurance recoveries, net of deductible charges

    (5,674 )   108     (5,782 )   (5,353.7 )%

Total operating expenses

  $ 2,333,339   $ 3,201,754   $ (868,415 )   (27.1 )%

58


Table of Contents


Year ended December 31,
  2013   2012   Variance   Percentage
Variance
 
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

Gaming

  $ 1,247,515   $ 1,229,794   $ 17,721     1.4 %

Food, beverage and other

    336,279     330,497     5,782     1.7 %

General and administrative

    516,143     504,897     11,246     2.2 %

Depreciation and amortization

    303,404     233,407     69,997     30.0 %

Impairment losses

    798,305         798,305     N/A  

Insurance deductible charges, net of recoveries

    108     (7,229 )   7,337     (101.5 )%

Total operating expenses

  $ 3,201,754   $ 2,291,366   $ 910,388     39.7 %

Gaming expense

2014 Compared with 2013

        Gaming expense decreased by $101.4 million, or 8.1%, to $1,146.2 million in 2014, primarily due to the variances explained below.

        Gaming expense for our East/Midwest segment decreased by $57.2 million in 2014, primarily due to an overall decrease in gaming taxes resulting from decreased taxable gaming revenue mentioned above at Hollywood Casino at Charles Town Races, Hollywood Casino Lawrenceburg, and Hollywood Casino at Penn National Race Course, in addition to an overall decrease in payroll costs at these properties, and decreased marketing costs at Hollywood Casino Columbus primarily due to realignment of costs. These decreases were partially offset by the openings of Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014 and Hollywood Gaming at Dayton Raceway on August 28, 2014.

        Gaming expense for our Southern Plains segment decreased by $40.0 million in 2014, primarily due to an overall decrease in gaming taxes resulting from decreased taxable gaming revenue mentioned above at our properties in the Southern Plains segment, in addition to an overall decrease in payroll and marketing costs, and the closure of Argosy Casino Sioux City on July 30, 2014.

2013 Compared with 2012

        Gaming expense increased by $17.7 million, or 1.4%, to $1,247.5 million in 2013, primarily due to the variances explained below.

        Gaming expense for our East/Midwest segment decreased by $29.1 million in 2013, primarily due to an overall decrease in gaming taxes resulting from decreased taxable gaming revenue mentioned above at Hollywood Casino Lawrenceburg, Hollywood Casino at Charles Town Races, and Hollywood Casino at Penn National Race Course as well as decreased payroll and marketing costs at these properties due to increased cost management efforts. These decreases were partially offset by the openings of Hollywood Casino Columbus on October 8, 2012 and Hollywood Casino Toledo on May 29, 2012.

        Gaming expense for our Southern Plains segment increased by $50.9 million in 2013, primarily due to the acquisition of Harrah's St. Louis facility on November 2, 2012, which was partially offset by an overall decrease in gaming taxes resulting from decreased taxable gaming revenue as mentioned above for Hollywood Casino Joliet, Hollywood Casino Aurora, Argosy Casino Riverside and Argosy Casino Sioux City, as well as to a lesser extent decreased payroll and marketing costs at Hollywood Casino Joliet and Argosy Casino Riverside due to increased cost management efforts.

59


Table of Contents

Food, beverage and other expense

2014 Compared with 2013

        Food, beverage and other expense decreased by $16.5 million, or 4.9%, to $319.8 million in 2014, primarily due to the variances explained below.

        Food, beverage and other expense for our Southern Plains segment decreased by $13.1 million in 2014, primarily due to decreased food, beverage and other expense at Hollywood Casino St. Louis primarily due to lower food and beverage costs as well as payroll costs and lower payroll costs at Hollywood Casino Joliet due to cost containment measures.

        Food, beverage and other expense for our East/Midwest segment increased by $0.9 million in 2014, primarily due to decreased food, beverage and other expense at Hollywood Casino at Charles Town Races, Hollywood Casino Lawrenceburg and Hollywood Casino at Penn National Race Course primarily due to lower food and beverage costs and payroll costs, all of which were partially offset by the acquisition of Plainridge Racecourse in 2014 and the openings of Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014 and Hollywood Gaming at Dayton Raceway on August 28, 2014. The first quarter of 2014 compared to the corresponding period in the prior year was also impacted by reduced purse expense due to adverse weather conditions at Hollywood Casino at Charles Town Races and Hollywood Casino at Penn National Race Course.

2013 Compared with 2012

        Food, beverage and other expense increased by $5.8 million, or 1.7%, to $336.3 million in 2013, primarily due to the variances explained below.

        Food, beverage and other expense for our Southern Plains segment increased by $16.0 million in 2013, primarily due to the acquisition of Harrah's St. Louis facility on November 2, 2012.

        Food, beverage and other expense for our East/Midwest segment increased by $2.5 million in 2013, primarily due to the openings of Hollywood Casino Toledo on May 29, 2012 and Hollywood Casino Columbus on October 8, 2012, which was partially offset by decreased food, beverage and other expense at Hollywood Casino Lawrenceburg and Hollywood Casino at Charles Town Races primarily due to lower food and beverage expense as well as decreased payroll costs due to increased cost management efforts.

        Food, beverage and other expense for our West segment decreased by $10.8 million in 2013, primarily due to the sale of an on-site gas station in April 2012 at the M Resort.

General and administrative expenses

        General and administrative expenses include items such as compliance, facility maintenance, utilities, property and liability insurance, surveillance and security, and certain housekeeping services, as well as all expenses for administrative departments such as accounting, purchasing, human resources, legal and internal audit. General and administrative expenses also include lobbying expenses.

2014 Compared with 2013

        General and administrative expenses decreased by $69.7 million, or 13.5%, to $446.4 million in 2014, primarily due to the variances explained below.

        General and administrative expenses for Other decreased by $66.6 million in 2014, primarily due to lower Spin-Off transaction and development costs of $40.7 million, lower costs on cash-settled stock based awards of $13.9 million primarily due to the favorable impact from declines in GLPI's stock price for GLPI awards held by Penn employees and the fact that certain members of Penn's executive management team transferred their employment to GLPI as part of the Spin-Off, lower stock-based compensation costs of $12.1 million primarily due to lower aggregate executive compensation following

60


Table of Contents

the Spin-Off, and a reduction in various other items due to cost containment measures, all of which was partially offset by higher lobbying costs of $3.5 million.

        General and administrative expenses for our Southern Plains segment decreased by $10.3 million in 2014, primarily due to decreased rental expense for leases assigned to GLPI in conjunction with the Spin-Off, and the closure of Argosy Casino Sioux City on July 30, 2014. In addition, the majority of our Southern Plains properties had decreased payroll costs for the year ended December 31, 2014, compared to the corresponding period in the prior year.

        General and administrative expenses for our West segment decreased by $3.7 million in 2014, primarily due to a termination charge associated with the Spin-Off of $3.8 million incurred in the third quarter of 2013.

        General and administrative expenses for our East/Midwest segment increased by $10.8 million in 2014, primarily due to the openings of Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014 and Hollywood Gaming at Dayton Raceway on August 28, 2014, as well as the acquisition of Plainridge Racecourse in 2014. In addition, the majority of our East/Midwest properties had decreased payroll costs for the year ended December 31, 2014, compared to the corresponding period in the prior year.

2013 Compared with 2012

        General and administrative expenses increased by $11.2 million, or 2.2%, to $516.1 million in 2013, primarily due to the variances explained below.

        General and administrative expenses for Other decreased by $24.2 million in 2013, primarily due to lower lobbying expenses of $44.4 million for the year ended December 31, 2013, as compared to the corresponding period in the prior year, and a $6.4 million legal accrual for our Cherokee County, Kansas litigation in 2012, partially offset by higher legal, consulting and other fees related to the pursuit of potential opportunities, including the Spin-Off transaction, of $35.0 million for the year ended December 31, 2013, as compared to the corresponding period in the prior year. General and administrative expenses for the year ended December 31, 2013, as compared to the year ended December 31, 2012, were also impacted by lower stock compensation of $5.8 million primarily due to a lower number of equity grants awarded to employees in the current year compared to the prior year as well as the impact of the Spin-Off which reduced stock based compensation expense for employees who transferred to GLPI.

        General and administrative expenses for our Southern Plains segment increased by $27.0 million in 2013, primarily due to the acquisition of Harrah's St. Louis facility on November 2, 2012.

        General and administrative expenses for our East/Midwest segment increased by $6.6 million in 2013, primarily due to the openings of Hollywood Casino Toledo on May 29, 2012 and Hollywood Casino Columbus on October 8, 2012, which had increased general and administrative expenses of $3.4 million and $12.8 million, respectively, for the year ended December 31, 2013, as compared to the corresponding period in the prior year. These increases were partially offset by an overall decrease in payroll and other costs at our other properties in our East/Midwest segment due to increased cost management efforts.

        General and administrative expenses for our West segment increased by $1.8 million in 2013, primarily due to a termination charge associated with the Spin-Off of $3.8 million incurred in the third quarter of 2013.

Depreciation and amortization expense

2014 Compared with 2013

        Depreciation and amortization expense decreased by $36.7 million, or 12.1%, to $266.7 million in 2014, due to higher depreciation expense of $18.3 million in 2013 due to certain assets, mainly slots and

61


Table of Contents

furniture, fixtures and equipment, being fully depreciated at several of our properties, primarily Hollywood Casino Joliet, Hollywood Casino at Penn National Race Course, Hollywood Casino Bangor and Hollywood Casino Lawrenceburg, as well as lower gaming license intangible amortization and depreciation expense of $7.6 million at Argosy Casino Sioux City with the awarding of the gaming license to another gaming operator in April 2013 (see Note 14 to the consolidated financial statements for further details). Additionally, the reclassification of the assets of our Beulah Park and Raceway Park facilities as assets held for sale at December 31, 2013 resulted in lower depreciation expense of $9.1 million in the year ended December 31, 2014.

2013 Compared with 2012

        Depreciation and amortization expense increased by $70.0 million, or 30.0%, to $303.4 million in 2013, primarily due to the acquisition of Harrah's St. Louis facility on November 2, 2012, the openings of Hollywood Casino Toledo on May 29, 2012 and Hollywood Casino Columbus on October 8, 2012, and increased amortization at Argosy Casino Sioux City due to the amortization of our gaming license discussed previously, all of which were partially offset by decreased depreciation expense at Hollywood Casino at Penn National Race Course primarily due to assets purchased when the casino was built that had a five year useful life being fully depreciated in February 2013.

Impairment losses

        During the three months ended December 31, 2014, the Company recorded goodwill and other intangible assets impairment charges of $155.3 million, as it determined that a portion of the value of its goodwill and other intangible assets was impaired due to the Company's outlook of continued challenging regional gaming conditions which persisted in 2014 at certain properties in its Southern Plains segment, as well as for the write-off of a trademark intangible asset in the West segment. The impairment charges by segment were as follows: Southern Plains, $153.9 million and West, $1.4 million. During the three months ended June 30, 2014, the Company recorded an impairment charge of $4.6 million in the East/Midwest segment to write-down certain idle assets to an estimated salvage value.

        During the three months ended December 31, 2013, we recorded goodwill and other intangible assets impairment charges of $724.2 million as we determined that a portion of the value of our goodwill and other intangible assets was impaired. The impairment charges by segment were as follows: East/Midwest, $416.4 million; Southern Plains, $269.8 million; West, $1.8 million and Other, $36.2 million.

        Additionally, as a result of a new gaming license being awarded for the development of a new casino in Sioux City, Iowa to another applicant in April 2013, we recorded an impairment charge of $71.8 million in the Southern Plains segment for Argosy Casino Sioux City for the three months ended June 30, 2013, as we determined that the fair value of our Sioux City reporting unit was less than its carrying amount based on the Company's analysis of the estimated future expected cash flows the Company anticipated receiving from the operations of the Sioux City facility. In addition, in conjunction with the relocation of our two racetracks in Ohio, we recorded an impairment charge of $2.2 million in Other during the three months ended December 31, 2013 for the parcels of land that the racetracks resided on, as the land was reclassified as held for sale.

Insurance recoveries, net of deductible charges

        Insurance recoveries for the year ended December 31, 2014 were related to an insurance gain in our Southern Plains segment of $5.7 million for the 2013 tornado damage at Hollywood Casino St. Louis.

        Insurance deductible charges, net of recoveries during the year ended December 31, 2013 were related to a net insurance loss in our Southern Plains segment of $0.1 million for the tornado damage at Hollywood Casino St. Louis.

62


Table of Contents

        Insurance recoveries, net of deductible charges during the year ended December 31, 2012 were related to an insurance gain in our Southern Plains segment of $7.2 million for the flood at Hollywood Casino Tunica.

Other income (expenses)

        Other income (expenses) for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands):

Year ended December 31,
  2014   2013   Variance   Percentage
Variance
 
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

Interest expense

  $ (425,114 ) $ (159,897 ) $ (265,217 )   165.9 %

Interest income

    3,730     1,387     2,343     168.9 %

Income from unconsolidated affiliates

    7,949     9,657     (1,708 )   (17.7 )%

Loss on early extinguishment of debt

        (61,660 )   61,660     N/A  

Other

    2,944     8,004     (5,060 )   (63.2 )%

Total other expenses

  $ (410,491 ) $ (202,509 ) $ (207,982 )   (102.7 )%

 

Year ended December 31,
  2013   2012   Variance   Percentage
Variance
 
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

Interest expense

  $ (159,897 ) $ (82,124 ) $ (77,773 )   94.7 %

Interest income

    1,387     946     441     46.6 %

Income from unconsolidated affiliates

    9,657     3,804     5,853     153.9 %

Loss on early extinguishment of debt

    (61,660 )       (61,660 )   N/A  

Other

    8,004     4,945     3,059     61.9 %

Total other expenses

  $ (202,509 ) $ (72,429 ) $ (130,080 )   179.6 %

Interest expense

        Interest expense increased by $265.2 million, or 165.9%, to $425.1 million in 2014, due to the full year impact of expense recognized under our financing obligation with GLPI which was $379.2 million incurred in 2014 compared to $62.1 million in 2013 partially offset by lower levels of indebtedness subsequent to the Spin-Off.

        Interest expense increased by $77.8 million, or 94.7%, to $159.9 million in 2013, primarily due to interest expense incurred under our financing obligation to GLPI of $62.1 million, as well as higher outstanding borrowings on our previous senior secured credit facility primarily due to an add-on to the previous senior secured credit facility in November 2012 to fund the acquisition of Harrah's St. Louis gaming and lodging facility as well as the gaming license fees for the Hollywood Casinos in Columbus and Toledo, which opened in 2012, and lower capitalized interest for the year ended December 31, 2013, as compared to the corresponding period in the prior year, which was partially offset by lower indebtedness levels due to the refinancing of our senior secured credit facility in late October 2013 in connection with the Spin-Off.

Interest income

        Interest income increased by $2.3 million, or 168.9%, to $3.7 million in 2014, primarily due to higher interest accrued on the note receivable with the Jamul Tribe (see Note 7 to the consolidated financial statements for further details).

63


Table of Contents

Income from unconsolidated affiliates

        Income from unconsolidated affiliates decreased by $1.7 million, or 17.7%, to $7.9 million in 2014, primarily due to our portion of the loss in the joint venture with Cordish Companies in New York. We anticipate this joint venture will be dissolved in 2015 and our investment has been written down to zero at December 31, 2014.

        Income from unconsolidated affiliates increased by $5.9 million, or 153.9%, to $9.7 million in 2013, primarily due to increased earnings related to our joint venture in Kansas Entertainment primarily due to growth in its market share as well as a favorable property tax settlement for Kansas Entertainment of $1.5 million in the second quarter of 2013.

Loss on early extinguishment of debt

        During the year ended December 31, 2013, we recorded a $61.7 million loss on the early extinguishment of debt related to debt issuance costs write-offs for the 2013 refinancing of our previous senior secured credit facility and redemption of the $325 million 83/4% senior subordinated notes, the call premium on the $325 million 83/4% senior subordinated notes of $34.7 million, and the write-off of the discount on the Term Loan B facility of the previous senior secured credit facility.

Other

        Other changed by $(5.1) million, or (63.2)%, to $2.9 million in 2014 compared to 2013 primarily due to the contribution of management service fees from TRS Properties for the year ended December 31, 2013. Other changed by $3.1 million, or 61.9%, to $8.0 million in 2013, primarily due to increased foreign currency translation gains for the year ended December 31, 2013, compared to the corresponding period in the prior year, as well as a gain on redemption of corporate debt securities of $1.5 million in 2013 and lower management service fees from TRS Properties compared to the year ended December 31, 2012. Before the Spin-Off to GLPI, TRS Properties (see Note 3 and Note 23 to the consolidated financial statements for further details) were contributing management service fees equal to 3% of net revenues.

Taxes

        Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was (19.9)% for the year ended December 31, 2014, as compared to a tax benefit of 5.4% for the year ended December 31, 2013. Our low levels of pre-tax earnings has magnified the impact on our effective tax rate from non-deductible expenses such as lobbying, increases in reserves for uncertain tax positions, changes in our valuation allowance and a decrease in the non-deductible portion of our goodwill and other intangible assets impairment charges during the year ended December 31, 2014 compared to the corresponding period in the prior year.

        Our effective tax rate was a tax benefit of 5.4% for the year ended December 31, 2013, as compared to 42.2% for the year ended December 31, 2012, primarily due to incurring a pre-tax loss in 2013, partially offset by the non-deductible portion of our goodwill and other intangible assets impairment charges during the year ended December 31, 2013.

        Our effective income tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our earnings and the level of our tax credits. Additionally our effective rate is significantly impacted by non-deductible impairment charges and changes in our deferred tax assets that result from principal reductions in our GLPI financing obligation since the Company has recorded a valuation allowance on its deferred tax assets. Certain of these and other factors, including our history and projections of pre-tax earnings, are taken into account in assessing our ability to realize our net deferred tax assets.

64


Table of Contents

Liquidity and Capital Resources

        Historically and prospectively, our primary sources of liquidity and capital resources have been and will be cash flow from operations, borrowings from banks and proceeds from the issuance of debt and equity securities.

        Net cash provided by operating activities was $262.2 million, $453.8 million, and $507.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. The decrease in net cash provided by operating activities of $191.6 million for the year ended December 31, 2014, compared to the corresponding period in the prior year, was comprised primarily of a decrease in cash receipts from customers of $318.5 million and an increase in interest payments of $251.4 million, both of which were partially offset by a decrease in cash paid to suppliers and vendors of $232.7 million, cash paid to employees of $60.0 million, and income tax payments of $46.6 million, as well as cash payments made in 2013 for the early extinguishment of debt, primarily the call premiums previously mentioned, of $34.9 million. The decrease in cash receipts collected from our customers and the decrease in cash payments for operating expenses and to employees for the year ended December 31, 2014 compared to the prior year was primarily due to new and continued competition on our operations, in particular in our East/Midwest and Southern Plains segments, the closure of Argosy Casino Sioux City in our Southern Plains segment on July 30, 2014, lower payroll costs due to cost containment measures, and lower general and administrative expenses for Other of $40.9 million. The increase in interest payments for the year ended December 31, 2014 compared to the prior year was primarily due to a full year impact of our financing obligation with GLPI partially offset by lower levels of indebtedness subsequent to the Spin-Off. The decrease in income tax payments for the year ended December 31, 2014 compared to the prior year was primarily due to a significant decline in taxable earnings excluding the non-recurring impairment charges in both periods.

        Net cash used in investing activities totaled $375.5 million, $180.4 million, and $1,188.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. The increase in net cash used in investing activities of $195.1 million for the year ended December 31, 2014, compared to the corresponding period in the prior year, was primarily due to our Massachusetts gaming license payment of $25.0 million in March 2014, the acquisition of Plainridge Racecourse in April 2014 for $42.4 million, $50.0 million in gaming license fees paid in 2014 related to the new Ohio facilities, and increased advances to the Jamul Tribe of $41.5 million (see Note 7 to the consolidated financial statements). Net cash used in investing activities for the year ended December 31, 2014, compared to the corresponding period in the prior year, was also impacted by increased capital project expenditures of $25.7 million primarily due to the development of Plainridge Park Casino, which is expected to open in June 2015, as well as a new hotel at Zia Park Casino and the new Ohio facilities, all of which opened in the third quarter of 2014, partially offset by residual payments made related to Hollywood Casino Columbus and Hollywood Casino Toledo as well as the rebranding of our St. Louis facility in 2013.

        Net cash provided by (used in) financing activities totaled $29.0 million, $(240.9) million, and $703.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. The increase in net cash provided by financing activities of $269.9 million for the year ended December 31, 2014, compared to the corresponding period in the prior year, was primarily due to cash distributed to GLPI in connection with the Spin-Off of $240.2 million in 2013 and the repurchases of preferred stock for $649.5 million in 2013, partially offset by lower proceeds from the exercise of options of $41.7 million, lower net proceeds on our long-term debt of $555.3 million, and higher principal payments on our financing obligation with GLPI for $34.9 million.

Capital Expenditures

        Capital expenditures are accounted for as either capital project or capital maintenance (replacement) expenditures. Capital project expenditures are for fixed asset additions that expand an existing facility or create a new facility. Capital maintenance expenditures are expenditures to replace

65


Table of Contents

existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.

        The following table summarizes our capital project expenditures by segment for the year ended December 31, 2014:

 
  Actual(1)  
 
  (in millions)
 

East/Midwest

  $ 112.1  

West(2)

    21.0  

Southern Plains(3)

    8.9  

Other

    2.7  

Total

  $ 144.7  

(1)
Excludes licensing and relocation fees and is net of reimbursements.

(2)
Capital expenditures from our West segment related to the Zia Park hotel which was completed in August 2014.

(3)
Capital expenditures in our Southern Plains segment were for the construction costs of the Hollywood Casino St. Louis rebranding project that was completed in December 2013.

        In June 2012, we announced that we had filed applications with the Ohio Lottery Commission for Video Lottery Sales Agent Licenses for our Ohio racetracks, Raceway Park and Beulah Park, and with the Ohio State Racing Commission for permission to relocate the racetracks to Dayton and Austintown, respectively. On May 1, 2013, we received approval from the Ohio Racing Commission for our relocation plans. Hollywood Gaming at Mahoning Valley Race Course opened on September 17, 2014. The new Hollywood-themed facility in Austintown, with a $161 million budget, inclusive of a $75 million relocation fee and $50 million license fee, features a new thoroughbred racetrack and 866 video lottery terminals, as well as various restaurants, bars and other amenities. The new Austintown facility is located on 193 acres in Austintown's Centrepointe Business Park near the intersection of Interstate 80 and Ohio Route 46. Hollywood Gaming at Dayton Raceway opened on August 28, 2014. The new Hollywood-themed facility in Dayton, with a $165 million budget, inclusive of a $75 million relocation fee and $50 million license fee, features a new standardbred racetrack and 984 video lottery terminals, as well as various restaurants, bars and other amenities. The Dayton facility is located on 119 acres on the site of an abandoned Delphi Automotive plant near Wagner Ford and Needmore roads in North Dayton. The $75 million relocation fee for each Ohio racetrack is based on the present value of the contractual obligation, of which $7.5 million was paid upon opening, with 18 additional semi-annual payments of $4.8 million due beginning one year after opening. For the license fee for each Ohio racetrack, we paid $10 million in the second quarter of 2014 as well as $15 million upon opening and will pay the remaining license fee of $25 million on the one year anniversary of the commencement of gaming. As of December 31, 2014, Penn incurred cumulative costs of $66.4 million and $62.5 million for the Austintown facility and the Dayton facility, respectively, which includes the payments made to date for the relocation fee and license fee previously mentioned. As part of the Spin-Off, GLPI was responsible for certain real estate related construction costs for the Austintown facility and the Dayton facility, and as such, these facilities are now subject to the Master Lease.

        On February 28, 2014, the Massachusetts Gaming Commission awarded the Company a Category Two slots-only gaming license, and on March 14, 2014, the Company broke ground on the development of Plainridge Park Casino in Plainville, Massachusetts. Plainridge Park Casino is anticipated to be a $225 million (including licensing fees) fully integrated racing and gaming facility featuring live harness racing and simulcasting with 1,250 gaming devices, various dining and entertainment options, structured and surface parking, and a two story clubhouse with approximately 55,000 square feet. We expect Plainridge Park Casino to open in June 2015. As of December 31, 2014, total cumulative costs were

66


Table of Contents

$115.7 million, which includes a $25 million gaming license fee, which was paid in March 2014, and the acquisition of Plainridge Racecourse for $42.4 million, which was paid in April 2014 (see Note 7 to the consolidated financial statements).

        During the year ended December 31, 2014, we spent $83.4 million for capital maintenance expenditures, with $32.3 million at our East/Midwest segment, $7.2 million at our West segment, $40.7 million at our Southern Plains segment, and $3.2 million for Other. The majority of the capital maintenance expenditures were for slot machines and slot machine equipment.

        The following table summarizes our expected capital project expenditures for the year ending December 31, 2015 by segment:

 
  Total for
2015(1)
 
 
  (in millions)
 

East/Midwest(2)

  $ 119.9  

West(3)

    0.8  

Southern Plains(4)

    1.2  

Total

  $ 121.9  

(1)
Excludes licensing and relocation fees.

(2)
Expected capital expenditures in 2015 for our East/Midwest segment includes $95.8 million, $12.5 million and $11.6 million for construction related costs for the Plainridge Park Casino, the Austintown facility, and the Dayton facility, respectively.

(3)
Expected capital expenditures in 2015 for our West segment relate to final bills to be paid for the new hotel at Zia Park, which opened in August 2014.

(4)
Expected capital expenditures in 2015 for our Southern Plains segment relate to final bills to be paid for the Hollywood Casino St. Louis rebranding project that was completed in December 2013.

Jamul Tribe

        Note receivable to the Jamul Tribe, which totaled $62.0 million at December 31, 2014, is accounted for as a loan in other assets on the consolidated balance sheet and as such is not included in the capital expenditures table presented above. The budget for this development project is $360 million. We expect the project to be completed in mid-2016 which will include the construction of a three-story gaming and entertainment facility of approximately 200,000 square feet featuring over 1,700 slot machines, 43 live table games, including poker, multiple restaurants, bars and lounges and a partially enclosed parking structure with over 1,800 spaces.

        Cash generated from operations and cash available under the revolving credit facility portion of our senior secured credit facility funded our capital projects, capital maintenance expenditures and the Jamul Tribe project in 2014.

Debt

        On October 30, 2013, the Company entered into a new senior secured credit facility. This facility consists of a five year $500 million revolver, a five year $500 million Term Loan A facility, and a seven year $250 million Term Loan B facility. The Term Loan A facility was priced at LIBOR plus a spread (ranging from 2.75% to 1.25%) based on the Company's consolidated total net leverage ratio as defined in the new senior secured credit facility. The Term Loan B facility was priced at LIBOR plus 2.50%, with a 0.75% LIBOR floor. In connection with the repayment of the previous senior secured

67


Table of Contents

credit facility, the Company recorded a $21.5 million loss on the early extinguishment of debt for the year ended December 31, 2013 related to debt issuance costs write-offs and the write-off of the discount on the Term Loan B facility of the previous senior secured credit facility.

        The Company's senior secured credit facility had a gross outstanding balance of $807.5 million at December 31, 2014, consisting of a $475.0 million Term Loan A facility, a $247.5 million Term Loan B facility, and $85.0 million outstanding on the revolving credit facility. This compares with a $750 million gross outstanding balance at December 31, 2013 which consisted of a $500 million Term Loan A facility and a $250 million Term Loan B facility. No balances were outstanding on the revolving credit facility at December 31, 2013. Additionally, at December 31, 2014 and 2013, the Company was contingently obligated under letters of credit issued pursuant to the senior secured credit facility with face amounts aggregating $23.0 million and $22.1 million, respectively, resulting in $392.0 million and $477.9 million of available borrowing capacity as of December 31, 2014 and 2013, respectively, under the revolving credit facility.

        The payment and performance of obligations under the senior secured credit facility are guaranteed by a lien on and security interest in substantially all of the cash, equity and personal property (other than excluded property such as gaming licenses) of the Company and its subsidiaries.

        In the fourth quarter of 2013, the Company redeemed all of its $325 million 83/4% senior subordinated notes, which were due in 2019 ("83/4% Notes"). In connection with this redemption, the Company recorded a $40.2 million loss on the early extinguishment of debt for the year ended December 31, 2013 related to debt issuance costs write-offs of $5.5 million and the call premium on the 83/4% Notes of $34.7 million.

        On October 30, 2013, the Company completed an offering of $300 million 5.875% senior unsecured notes that mature on November 1, 2021 (the "5.875% Notes") at a price of par. Interest on the 5.875% Notes is payable on May 1 and November 1 of each year. The 5.875% Notes are senior unsecured obligations of the Company. The 5.875% Notes will not be 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 5.875% Notes at any time, and from time to time, on or after November 1, 2016, at the declining redemption premiums set forth in the indenture governing the 5.875% Notes, together with accrued and unpaid interest to, but not including, the redemption date. Prior to November 1, 2016, the Company may redeem the 5.875% Notes at any time, and from time to time, at a redemption price equal to 100% of the principal amount of the 5.875% Notes redeemed plus a "make-whole" redemption premium described in the indenture governing the 5.875% Notes, together with accrued and unpaid interest to, but not including, the redemption date. In addition, the 5.875% Notes may be redeemed prior to November 1, 2016 from net proceeds raised in connection with an equity offering as long as the Company pays 105.875% of the principal amount of the 5.875% Notes, redeems the 5.875% Notes within 180 days of completing the equity offering, and at least 60% of the 5.875% Notes originally issued remains outstanding.

        The Company used the proceeds of the new senior secured credit facility, new 5.875% Notes, and cash on hand, to repay its previous senior secured credit facility, to fund the cash tender offer to purchase any and all of its 83/4% Notes and the related consent solicitation to make certain amendments to the indenture governing the 83/4% Notes, to satisfy and discharge such indenture, to pay related fees and expenses and for working capital purposes.

        The Company's Master Lease with GLPI that became effective November 1, 2013 was accounted for as a financing obligation and totaled $3.61 billion and $3.53 billion at December 31, 2014 and 2013,

68


Table of Contents

respectively. The Company assumed a term of 35 years as it was determined that the lease term should include all option periods since renewal was reasonably assured given the high percentage of the Company's earnings that are derived from the Master Lease properties operations to the Company and the lack of alternative economically feasible leasing options for such real estate. The future minimum lease payments at lease inception were discounted at 9.7% which represents the estimated incremental borrowing rate over the term of the lease. The financing obligation increased by $118.9 million for the year ended December 31, 2014 compared to the prior year due to the remaining real estate construction costs funded by GLPI for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course facilities which opened in the third quarter of 2014. This was partially offset by principal payment reductions on the financing obligation of $42.2 million during the year ended December 31, 2014. Interest expense recognized for the year ended December 31, 2014 and 2013 totaled $379.2 million and $62.1 million, respectively.

        Immediately before the Spin-Off on October 30, 2013, while GLPI was a wholly-owned subsidiary of the Company, GLPI raised $2.35 billion of debt financing, which was part of the net assets contributed to GLPI as part of the Spin-Off. See Note 3 to the consolidated financial statements for further discussion.

        Other long term obligations at December 31, 2014 of $135.0 million relates to the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course. The relocation fee for each facility is payable as follows: $7.5 million upon the opening of the facility and eighteen semi-annual payments of $4.8 million beginning one year from the commencement of operations. This obligation was measured at its present value and is accreted to interest expense at an effective yield of 5.0%. The amount included in interest expense related to this obligation was $2.1 million for the year ended December 31, 2014.

        In September 2012, the Company received $10 million under a subscription agreement entered into between A3 Gaming Investments, LLC, an investment vehicle owned by the previous owner of the M Resort ("A3 Gaming Investments"), and LV Gaming Ventures, LLC, a wholly-owned subsidiary of the Company and holder of the assets of the M Resort ("LV Gaming Ventures"). The subscription agreement entitled A3 Gaming Investments to invest in a limited liability membership interest in LV Gaming Ventures, which was scheduled to mature on October 1, 2016. The investment entitled A3 Gaming Investments to annual payments and a settlement value based on the earnings levels of the M Resort. In accordance with ASC 480, "Distinguishing Liabilities from Equity," the Company determined that this obligation was a financial instrument and as such should be recorded as a liability within debt. Changes in the settlement value, if any, were accreted to interest expense through the maturity date of the instrument. In September 2013, the Company entered into an agreement to terminate the subscription agreement, which was repaid on October 22, 2013 for $16 million. During the year ended December 31, 2013, the Company recorded a charge of $3.8 million, and $2.2 million in interest expense on this instrument.

        Capital leases are primarily comprised of a ten year corporate airplane lease that expires in August 2016, which has a ten year renewal option. The lease obligation has been recorded at the lessor's initial cost of the plane of $24.9 million at both December 31, 2014 and 2013, since the agreement has broad based default provisions that could result in potential damages equal to this amount. The lease obligation was classified as a capital lease based on the provisions of ASC 840 "Leases" which requires that the remedies for events of default under the provision described in this scenario be included in the minimum lease payment calculation for purposes of lease classification and that the probability of such an event of default will occur is not relevant to this determination.

69


Table of Contents

        The Company's senior secured credit facility and 5.875% Notes require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests, including fixed charge coverage, interest coverage, senior leverage and total leverage ratios. In addition, the Company's senior secured credit facility and 5.875% Notes restrict, among other things, its 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.

        At December 31, 2014, the Company was in compliance with all required financial covenants. The Company has received a waiver through March 15, 2016, from its lenders under its senior secured credit facility to file its financial statements with the SEC through the quarter ended September 30, 2015. Additionally, starting on February 8, 2016, the Company is required to pay an additional 25 basis points annually under its $300 million senior unsecured notes until the Company becomes current with its SEC filings.

        The Spin-Off has had and will continue to have a material impact on our consolidated results of operations, capital structure and management. For a discussion of these impacts, see "Spin-Off of Real Estate Assets through a Real Estate Investment Trust" and "Risk Factors" of this report. Based on our current level of operations, we believe that cash generated from operations and cash on hand, together with amounts available under our senior secured credit facility, will be adequate to meet our anticipated Master Lease obligations, debt service requirements, capital expenditures and working capital needs for the foreseeable future. However, we cannot be certain that our business will generate sufficient cash flow from operations, that our anticipated earnings projections will be realized, or that future borrowings will be available under our senior secured credit facility or otherwise will be available to enable us to service our indebtedness, including the senior secured credit facility and the $300 million 5.875% senior unsecured notes, to retire or redeem the $300 million 5.875% senior unsecured notes when required or to make anticipated capital expenditures. In addition, we expect a majority of our future growth to come from acquisitions of gaming properties at reasonable valuations, greenfield projects, jurisdictional expansions and property expansion in under-penetrated markets. If we consummate significant acquisitions in the future or undertake any significant property expansions, our cash requirements may increase significantly and we may need to make additional borrowings or complete equity or debt financings to meet these requirements. Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See "Risk Factors—Risks Related to Our Capital Structure" of this Annual Report on Form 10-K/A for a discussion of the risks related to our capital structure.

        We have historically maintained a capital structure comprising a mix of equity and debt financing. We vary our leverage to pursue opportunities in the marketplace and in an effort to maximize our enterprise value for our shareholders. We expect to meet our debt obligations as they come due through internally generated funds from operations and/or refinancing them through the debt or equity markets prior to their maturity.

70


Table of Contents

Commitments and Contingencies

        At December 31, 2014, there was approximately $392.0 million available for borrowing under our revolving credit facility. The following table presents our contractual cash obligations at December 31, 2014:

 
  Payments Due By Period  
 
  Total   2015   2016-2017   2018-2019   2020 and After  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 
 
  (in thousands)
 

Senior secured credit facility

                               

Principal

  $ 807,500   $ 27,500   $ 92,500   $ 452,500   $ 235,000  

Interest(1)

    134,855     31,600     60,380     34,895     7,980  

5.875% senior unsecured notes

                               

Principal

    300,000                 300,000  

Interest

    123,375     17,625     35,250     35,250     35,250  

Purchase obligations

    44,446     33,638     6,401     3,132     1,275  

Capital expenditure commitments(2)

    18,338     18,338              

Capital leases

    25,137     45     25,028     64      

Financing obligation to GLPI(3)

    11,237,642     389,496     778,992     703,535     9,365,619  

Operating leases

    29,178     3,910     5,626     3,811     15,831  

Ohio Payments(4)

    317,017     71,612     60,448     62,448     122,509  

Other liabilities reflected in the Company's consolidated balance sheets(5)

    13,127     13,127              

Total

  $ 13,050,615   $ 606,891   $ 1,064,625   $ 1,295,635   $ 10,083,464  

(1)
The interest rates associated with the variable rate components of our senior secured credit facility are estimated, based on the forward LIBOR curves plus the current spread based on our current levels of indebtedness over LIBOR as of December 31, 2014. The contractual amounts to be paid on our variable rate obligations are affected by changes in market interest rates and changes in our spreads which are based on our leverage ratios. Future changes in such ratios will impact the contractual amounts to be paid.

(2)
The Company anticipates spending approximately $121.9 million for future construction projects over the next year, of which the Company has been contractually committed to spend approximately $18.3 million at year-end.

(3)
Reflects the undiscounted future minimum lease payments to GLPI over the lease term, including renewal options. The amounts above exclude contingent payments (see Note 13 to the consolidated financial statements for further discussion).

(4)
The Company agreed to pay $110 million (of which $90.0 million remains to be paid) to the state of Ohio over ten years in return for certain clarifications from the State of Ohio with respect to various financial matters and limits on competition within the ten year time period. This amount also includes the remaining portion of the license fees and relocation fees to be paid associated with our two new facilities in Dayton and Mahoning Valley, Ohio (See Note 12 and Note 14 to the consolidated financial statements).

(5)
Primarily represents liabilities associated with reward programs that can be redeemed for cash, free play or services. Does not include any liability for unrecognized tax benefits, as the Company cannot make a reasonably reliable estimate of the period of cash settlement with the respective taxing authority. Additionally, it does not include an estimate of the payments associated with our

71


Table of Contents

        The following table presents our material commercial commitments as of December 31, 2014 for the following future periods:

 
  Total Amounts
Committed
  2015   2016-2017   2018-2019   2020 and After  
 
  (in thousands)
 

Letters of Credit(1)

  $ 23,030   $ 23,030   $   $   $  

Total

  $ 23,030   $ 23,030   $   $   $  

(1)
The available balance under the revolving credit portion of our senior secured credit facility is reduced by outstanding letters of credit.

New Accounting Pronouncements

        In April 2014, the FASB issued guidance that amends the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Examples of a strategic shift that has (or will have) a major effect on an entity's operations and financial results could include a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. In addition, the amended guidance requires expanded disclosures for discontinued operations, including disclosures about a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The amendments are effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company early adopted this revised guidance and will apply the amendments to all disposals of a component of the Company going forward.

        In May 2014, the FASB issued new revenue recognition guidance, which will supersede nearly all existing revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, the new guidance implements a five-step process for customer contract revenue recognition. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. This new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early adoption is prohibited. Entities can transition to the new guidance either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the new revenue recognition guidance will have on the consolidated financial statements.

72


Table of Contents

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The table below provides information at December 31, 2014 about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents notional amounts maturing during the year and the related weighted-average interest rates by maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged by maturity date and the weighted-average interest rates are based on implied forward LIBOR rates at December 31, 2014.

 
  2015   2016   2017   2018   2019   Thereafter   Total   Fair Value
12/31/14
 
 
  (in thousands)
 

Long-term debt:

                                                 

Fixed rate

  $   $   $   $   $   $ 300,000   $ 300,000   $ 276,000  

Average interest rate

                                  5.88 %            

Variable rate

  $ 27,500   $ 40,000   $ 52,500   $ 450,000   $ 2,500   $ 235,000   $ 807,500   $ 799,556  

Average interest rate(1)

    3.91 %   3.99 %   4.02 %   4.06 %   4.85 %   4.49 %            

(1)
Estimated rate, reflective of forward LIBOR plus the spread over LIBOR applicable to variable-rate borrowing.

73


Table of Contents

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Board of Directors
Penn National Gaming, Inc. and Subsidiaries

        We have audited the accompanying consolidated balance sheets of Penn National Gaming, Inc. and Subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive (loss) income, changes in shareholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Penn National Gaming, Inc. and Subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

        As discussed in Note 2 to the consolidated financial statements, the accompanying 2014, 2013 and 2012 financial statements have been restated to correct accounting errors related to complex leasing arrangements and certain other identified errors.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Penn National Gaming, Inc. and Subsidiaries' internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2015, except for the effect of the material weaknesses described in the sixth paragraph of that report, as to which the date is March 7, 2016, expressed an adverse opinion thereon.

/s/ ERNST & YOUNG LLP

   

Philadelphia, Pennsylvania
February 27, 2015, except for Note 2, 13 and 23 as to
which the date is March 7, 2016

74


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Consolidated Balance Sheets (As Restated, see Note 2)
(in thousands, except share and per share data)

 
  December 31,  
 
  2014   2013  
 
  (Restated)
  (Restated)
 

Assets

             

Current assets

             

Cash and cash equivalents

  $ 208,673   $ 292,995  

Receivables, net of allowance for doubtful accounts of $2,004 and $2,752 at December 31, 2014 and 2013, respectively

    41,618     52,538  

Prepaid expenses

    70,785     53,145  

Deferred income taxes

    40,343     41,414  

Other current assets

    11,189     29,521  

Total current assets

    372,608     469,613  

Property and equipment, net

    2,669,732     2,516,880  

Other assets

             

Investment in and advances to unconsolidated affiliates

    179,551     193,331  

Goodwill

    874,184     951,953  

Other intangible assets, net

    419,453     234,258  

Other assets

    149,366     101,552  

Total other assets

    1,622,554     1,481,094  

Total assets

  $ 4,664,894   $ 4,467,587  

Liabilities

             

Current liabilities

             

Current portion of financing obligation to GLPI

  $ 46,884   $ 42,016  

Current maturities of long-term debt

    30,853     27,598  

Accounts payable

    43,136     22,580  

Accrued expenses

    133,092     102,604  

Accrued interest

    5,163     5,027  

Accrued salaries and wages

    84,034     86,564  

Gaming, pari-mutuel, property, and other taxes

    51,972     52,016  

Insurance financing

    13,680     3,020  

Other current liabilities

    75,773     67,024  

Total current liabilities

    484,587     408,449  

Long-term liabilities

             

Long-term financing obligation to GLPI, net of current portion

    3,564,629     3,492,793  

Long-term debt, net of current maturities and debt issuance costs

    1,210,577     1,017,397  

Deferred income taxes

    78,633     71,152  

Noncurrent tax liabilities

    7,035     21,564  

Other noncurrent liabilities

    27,447     7,084  

Total long-term liabilities

    4,888,321     4,609,990  

Shareholders' equity (deficit)

   
 
   
 
 

Series B Preferred stock ($.01 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2014 and 2013)

         

Series C Preferred stock ($.01 par value, 18,500 shares authorized, 8,624 shares issued and outstanding at December 31, 2014 and 2013)

         

Common stock ($.01 par value, 200,000,000 shares authorized, 81,329,210 and 79,955,786 shares issued and 79,161,817 and 77,788,393 shares outstanding, at December 31, 2014 and 2013, respectively)

    813     799  

Treasury stock, at cost (2,167,393 shares held at December 31, 2014 and 2013)

    (28,414 )   (28,414 )

Additional paid-in capital

    956,146     925,335  

Retained deficit

    (1,635,277 )   (1,448,955 )

Accumulated other comprehensive (loss) income

    (1,282 )   383  

Total shareholders' equity (deficit)

    (708,014 )   (550,852 )

Total liabilities and shareholders' equity (deficit)

  $ 4,664,894   $ 4,467,587  

   

See accompanying notes to the consolidated financial statements.

75


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Consolidated Statements of Operations (As Restated, see Note 2)
(in thousands, except per share data)

Year ended December 31,
  2014   2013   2012  
 
  (Restated)
  (Restated)
  (Restated)
 

Revenues

                   

Gaming

  $ 2,297,175   $ 2,479,601   $ 2,387,952  

Food, beverage and other

    432,021     450,568     423,202  

Management service fee

    11,650     13,176     14,835  

Revenues

    2,740,846     2,943,345     2,825,989  

Less promotional allowances

    (150,319 )   (165,459 )   (137,167 )

Net revenues

    2,590,527     2,777,886     2,688,822  

Operating expenses

                   

Gaming

    1,146,159     1,247,515     1,229,794  

Food, beverage and other

    319,792     336,279     330,497  

General and administrative

    446,436     516,143     504,897  

Depreciation and amortization

    266,742     303,404     233,407  

Impairment losses

    159,884     798,305      

Insurance recoveries, net of deductible charges

    (5,674 )   108     (7,229 )

Total operating expenses

    2,333,339     3,201,754     2,291,366  

Income (loss) from operations

    257,188     (423,868 )   397,456  

Other income (expenses)

                   

Interest expense

    (425,114 )   (159,897 )   (82,124 )

Interest income

    3,730     1,387     946  

Income from unconsolidated affiliates

    7,949     9,657     3,804  

Loss on early extinguishment of debt

        (61,660 )    

Other

    2,944     8,004     4,945  

Total other expenses

    (410,491 )   (202,509 )   (72,429 )

(Loss) income from continuing operations before income taxes

    (153,303 )   (626,377 )   325,027  

Income tax provision (benefit)

    30,519     (33,580 )   137,449  

Net (loss) income from continuing operations

    (183,822 )   (592,797 )   187,578  

Income from discontinued operations, net of tax

        11,545     22,919  

Net (loss) income

  $ (183,822 ) $ (581,252 ) $ 210,497  

Earnings per share—Basic:

                   

Basic (loss) income from continuing operations

  $ (2.34 ) $ (7.59 ) $ 1.98  

Discontinued operations, net of tax

  $   $ 0.15   $ 0.24  

Basic earnings per share

  $ (2.34 ) $ (7.44 ) $ 2.22  

Earnings per share—Diluted

                   

Basic (loss) income from continuing operations

  $ (2.34 ) $ (7.59 ) $ 1.81  

Discontinued operations, net of tax

  $   $ 0.15   $ 0.22  

Diluted earnings per share

  $ (2.34 ) $ (7.44 ) $ 2.03  

Basis shares outstanding

    78,425     78,111     76,345  

Diluted shares outstanding

    78,425     78,111     103,804  

   

See accompanying notes to the consolidated financial statements.

76


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Consolidated Statements of Comprehensive (Loss) Income (As Restated, see Note 2)
(in thousands)

Year ended December 31,
  2014   2013   2012  
 
  (Restated)
  (Restated)
  (Restated)
 

Net (loss) income

  $ (183,822 ) $ (581,252 ) $ 210,497  

Other comprehensive (loss) income, net of tax:

                   

Foreign currency translation adjustment during the period

    (1,665 )   (1,245 )   425  

Change in fair value of corporate debt securities

                   

Unrealized holding (losses) gains on corporate debt securities arising during the period

        (98 )   279  

Less: Reclassification adjustments for gains included in net (loss) income

        (1,296 )    

Change in fair value of corporate debt securities, net

        (1,394 )   279  

Other comprehensive (loss) income

    (1,665 )   (2,639 )   704  

Comprehensive (loss) income

  $ (185,487 ) $ (583,891 ) $ 211,201  

   

See accompanying notes to the consolidated financial statements.

77


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity (Deficit) (As Restated, see Note 2)
(in thousands, except share data)

 
  Preferred Stock   Common Stock    
   
   
  Accumulated
Other
Comprehensive
(Loss) Income
   
 
 
  Treasury
Stock
  Additional
Paid-In
Capital
  Retained
(Deficit)
Earnings
  Total
Shareholders'
Equity (Deficit)
 
 
  Shares   Amount   Shares   Amount  

Balance, December 31, 2011, as restated

    12,275   $     76,213,126   $ 762   $   $ 1,385,349   $ 575,337   $ 2,318   $ 1,963,766  

Share-based compensation arrangements, net of tax benefits of $6,081

            1,233,475     12         66,611             66,623  

Change in fair value of corporate debt securities

                                279     279  

Foreign currency translation adjustment

                                425     425  

Net income, as restated

                            210,497         210,497  

Balance, December 31, 2012, as restated

    12,275         77,446,601     774         1,451,960     785,834     3,022     2,241,590  

Repurchase of Preferred Stock

    (6,498 )                   (649,518 )           (649,518 )

Exchange Series B Preferred Stock for Series C Preferred Stock

    2,847                                  

Share-based compensation arrangements, net of tax benefits of $10,771

            2,509,185     25         85,090             85,115  

Impact of stock exchange with Company's former CEO and related family trust, as restated (See Note 3)

            (2,167,393 )       (28,414 )   37,803     1,306         10,695  

Impact of Spin-Off and financing obligation to Gaming and Leisure Properties, Inc., as restated (See Note 3)

                            (1,654,843 )       (1,654,843 )

Change in fair value of corporate debt securities

                                (1,394 )   (1,394 )

Foreign currency translation adjustment

                                (1,245 )   (1,245 )

Net loss, as restated

                            (581,252 )       (581,252 )

Balance, December 31, 2013, as restated

    8,624         77,788,393     799     (28,414 )   925,335     (1,448,955 )   383     (550,852 )

Share-based compensation arrangements, net of tax benefits of $10,360

            1,373,424     14         30,811             30,825  

Impact of Spin-Off to Gaming and

                                                       

Leisure Properties, Inc., as restated (See Note 3)

                            (2,500 )       (2,500 )

Foreign currency translation adjustment

                                (1,665 )   (1,665 )

Net loss, as restated

                            (183,822 )       (183,822 )

Balance, December 31, 2014, as restated

    8,624   $     79,161,817   $ 813   $ (28,414 ) $ 956,146   $ (1,635,277 ) $ (1,282 ) $ (708,014 )

   

See accompanying notes to the consolidated financial statements.

78


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (As Restated, see Note 2)
(in thousands)

Year ended December 31,
  2014   2013   2012  
 
  (Restated)
  (Restated)
  (Restated)
 

Operating activities

                   

Net (loss) income

  $ (183,822 ) $ (581,252 ) $ 210,497  

Adjustments to reconcile net (loss) income to net cash provided by operating activities:             

                   

Depreciation and amortization

    266,742     315,297     247,497  

Amortization of items charged to interest expense

    6,040     8,112     6,898  

Accretion of settlement values on long term obligations and other non-current liabilities             

    689     5,024      

Transaction cost for Carlino exchange

        10,695      

Loss (gain) on sale of fixed assets

    738     3,652     (1,690 )

Income from unconsolidated affiliates

    (7,949 )   (9,657 )   (3,804 )

Distributions of earnings from unconsolidated affiliates

    23,000     21,500     9,400  

Loss on early extinguishment of debt

        26,782      

Deferred income taxes

    2,908     (137,396 )   44,389  

Charge for stock-based compensation

    10,666     22,809     28,609  

Impairment losses and write downs

    163,184     798,305      

Gain on investment in corporate debt securities

        (1,516 )    

Gain on sale of Bullwhackers

        (444 )    

Decrease (increase), net of businesses acquired

                   

Accounts receivable

    10,046     5,034     1,887  

Insurance receivable

            1,072  

Prepaid expenses and other current assets

    (13,305 )   786     14,445  

Other assets

    141     (36,956 )   (12,331 )

Increase (decrease), net of businesses acquired

                   

Accounts payable

    2,028     (2,175 )   1,334  

Accrued expenses

    (19,512 )   (25,551 )   12,770  

Accrued interest

    136     (15,030 )   3,925  

Accrued salaries and wages

    (2,530 )   (2,317 )   10,285  

Gaming, pari-mutuel, property and other taxes

    (44 )   (1,592 )   6,051  

Income taxes

    5,193     35,713     (70,802 )

Other current and noncurrent liabilities

    9,923     10,950     12,903  

Other noncurrent tax liabilities

    (12,049 )   2,994     (16,146 )

Net cash provided by operating activities

    262,223     453,767     507,189  

Investing activities

                   

Capital project expenditures, net of reimbursements

    (144,707 )   (119,051 )   (386,344 )

Capital maintenance expenditures

    (83,438 )   (80,862 )   (86,641 )

Advances to Jamul Tribe

    (47,093 )   (5,602 )    

Proceeds from sale of property and equipment

    1,665     3,837     5,323  

Proceeds from investment in corporate debt securities

        6,870      

Proceeds related to damaged property and equipment

        2,203      

Proceeds from sale of Bullwhackers, net of cash on hand

        4,996      

Investment in joint ventures

    (1,285 )   (675 )   (36,000 )

Decrease in cash in escrow

    18,000     8,000     24,625  

Acquisitions of businesses and gaming and other licenses, net of cash acquired

    (118,678 )   (73 )   (709,450 )

Net cash used in investing activities

    (375,536 )   (180,357 )   (1,188,487 )

Financing activities

                   

Proceeds from exercise of options

    9,799     51,535     31,933  

Repurchase of preferred stock

        (649,518 )    

Cash contributed to GLPI in connection with Spin-Off

        (240,202 )    

Principal payments on financing obligation with GLPI

    (42,222 )   (7,363 )    

Proceeds from issuance of long-term debt, net of issuance costs

    104,935     4,745,790     1,162,709  

Principal payments on long-term debt

    (49,541 )   (4,135,059 )   (494,891 )

Proceeds from other long-term obligations

            10,000  

Payments of other long-term obligations

    (15,000 )   (16,000 )    

Proceeds from insurance financing

    28,888     19,233     4,746  

Payments on insurance financing

    (18,228 )   (20,069 )   (17,253 )

Tax benefit from stock options exercised

    10,360     10,771     6,081  

Net cash provided by (used in) financing activities

    28,991     (240,882 )   703,325  

Net (decrease) increase in cash and cash equivalents

    (84,322 )   32,528     22,027  

Cash and cash equivalents at beginning of year

    292,995     260,467     238,440  

Cash and cash equivalents at end of year

  $ 208,673   $ 292,995   $ 260,467  

Supplemental disclosure

                   

Interest expense paid, net of amounts capitalized

  $ 418,544   $ 167,157   $ 70,923  

Income taxes paid

  $ 23,185   $ 69,758   $ 187,515  

   

See accompanying notes to the consolidated financial statements.

79


Table of Contents

        Non-cash transactions:    On November 1, 2013, the Company completed its plan to separate its gaming operating assets from its real property assets through a tax free spin-off. See Note 3 for further information regarding the net impact of the spin-off. For the year ending December 31, 2013, the Company recognized an increase to the financing obligation and real property assets of $26.0 million related to real estate construction costs that were funded by Gaming and Leisure Properties, Inc. for the Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course facilities.

        For the year ending December 31, 2014, the Company recognized an increase to the financing obligation and real property assets of $118.9 million related to the remaining real estate construction costs for the Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course facilities which opened in the third quarter of 2014. In addition, the Company recognized an increase to other intangible assets and debt of $150.0 million related to the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning (see Note 12). Lastly, the Company increased other intangible assets and accrued expenses for $50.0 million related to the unpaid gaming license fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course (see Note 10). In conjunction with the purchase of Plainridge Racecourse (see Note 7) in 2014, the Company increased its acquired assets and other non-current liabilities by $18.5 million for the fair value of the contingent purchase price consideration at the time of acquisition. The remaining portion of the purchase price was paid in cash.

   

See accompanying notes to the consolidated financial statements.

80


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

1.     Business and Basis of Presentation

        Penn National Gaming, Inc. ("Penn") and together with its subsidiaries (collectively, the "Company") is a diversified, multi-jurisdictional owner and manager of gaming and pari-mutuel properties. Penn is the successor to several businesses that have operated as Penn National Race Course since 1972. Penn was incorporated in Pennsylvania in 1982 as PNRC Corp. and adopted its current name in 1994, when the Company became a publicly traded company. In 1997, the Company began its transition from a pari-mutuel company to a diversified gaming company with the acquisition of the Charles Town property and the introduction of video lottery terminals in West Virginia. Since 1997, the Company has continued to expand its gaming operations through strategic acquisitions, greenfield projects, and property expansions. The Company, along with its joint venture partner, opened Hollywood Casino at Kansas Speedway on February 3, 2012. In Ohio, the Company opened four new gaming properties over the last three years, including: Hollywood Casino Toledo on May 29, 2012, Hollywood Casino Columbus on October 8, 2012, Hollywood Gaming at Dayton Raceway on August 28, 2014, and Hollywood Gaming at Mahoning Valley Race Course on September 17, 2014. In addition, on November 2, 2012, the Company acquired Harrah's St. Louis, which the Company subsequently rebranded as Hollywood Casino St. Louis.

        As of December 31, 2014, the Company owned, managed, or had ownership interests in twenty-six facilities in the following seventeen jurisdictions: Florida, Illinois, Indiana, Kansas, Maine, Maryland, Massachusetts, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. On July 30, 2014, the Company closed its facility in Sioux City, Iowa. In addition, Beulah Park and Raceway Park in Ohio were closed as the racetracks were relocated to Hollywood Gaming at Mahoning Valley Race Course and Hollywood Gaming at Dayton Raceway, respectively, both of which opened in the third quarter of 2014.

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods. Actual results could differ from those estimates. For purposes of comparability, certain prior year amounts have been reclassified to conform to the current year presentation.

2.     Restatement

        The restatement of the Company's audited consolidated financial statements primarily results from the Company's accounting for its November 1, 2013 distribution of certain real estate assets to Gaming and Leisure Properties, Inc. ("GLPI") under the Master Lease Agreement (the "Master Lease"—see Note 3), which was previously recognized as a sale-leaseback. Upon further consideration, the Company did not meet all of the requirements for sale-leaseback accounting under Accounting Standards Codification ("ASC") 840, Leases, and therefore the transaction should be accounted for as a financing obligation rather than a distribution of assets followed by an operating lease. Specifically, the lease contains provisions that would indicate that the Company has prohibited forms of continuing involvement in the leased property such that sale-leaseback accounting would not be permitted. As a result, the Company is precluded from derecognizing the real estate assets and is instead required to recognize a financing obligation for the minimum lease payments due under the Master Lease. The restated consolidated balance sheets therefore include an adjustment to property and equipment, net for the carrying value of the real property of $2.04 billion and $2.01 billion at December 31, 2014 and 2013, respectively, and additional liabilities of $3.61 billion and $3.53 billion at December 31, 2014 and 2013, respectively, representing the present value of the future minimum lease payments due to GLPI under the Master Lease and the funded construction of certain leased real estate assets in development

81


Table of Contents

at the date of the Spin-Off. Consequently, the restated consolidated statements of operations no longer report rent expense for the obligations under the Master Lease, but rather include interest expense associated with the financing obligation and depreciation expense related to the real estate assets. The lease payment amounts previously recorded as rent expense were $421.4 million and $69.5 million for the years ended December 31, 2014 and 2013, respectively. The increases to interest expense and depreciation expense as a result of the correction of the accounting for the Master Lease are $379.2 million and $89.8 million, respectively, for the year ended December 31, 2014, and $62.1 million and $14.8 million, respectively, for the year ended December 31, 2013.

        This change in accounting treatment also resulted in adjustments to the carrying amounts of the Company's reporting units as well as differences in the allocation of the GLPI rental obligation to the impacted reporting units, which altered each reporting unit's fair value. The resultant changes to impairment charges are described below.

        As part of its restatement, the Company also identified certain other errors affecting the consolidated financial statements as of and for the years ended December 31, 2014, 2013 and 2012:

82


Table of Contents

        The effect of the restatement on previously issued annual financial information as of and for the years ended December 31, 2014 and 2013 is set forth in this footnote. The effect of the restatement on the previously filed interim financial information is set forth in Note 19.

        The consolidated financial statements included in this Form 10-K/A have been restated to reflect the adjustments described above. Additionally, in April 2015, the FASB issued revised guidance to simplify the presentation of debt issuance costs in the balance sheet. The revised guidance requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the existing presentation of the debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this revised guidance, and therefore there is no impact to the statement of income. The revised guidance is required to be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the revised guidance. The Company has elected to early adopt the revised guidance during the first quarter of 2015. As a result, the adjustments reflected in the tables below include the retrospective impact of the adoption of this accounting guidance, which resulted in a reduction of debt issuance costs and corresponding reduction of long-term debt of $25.2 million and $30.7 million at December 31, 2014 and 2013, respectively, in the restated consolidated balance sheets.

        The following is a summary of the effect of the restatement and the retroactive application of revised guidance on the presentation of debt issuance costs on (i) the Company's consolidated balance sheets at December 31, 2014 and December 31, 2013 (ii) the Company's consolidated statements of

83


Table of Contents

operations for the years ended December 31, 2014, 2013 and 2012 and (iii) the Company's consolidated statements of cash flows for the years ended December 31, 2014, 2013 and 2012. The Company did not present a summary of the effect of the restatement on the consolidated statement of changes in shareholders' equity (deficit) for any of the above referenced periods because the impact to retained earnings on the condensed consolidated statement of changes in shareholders' equity (deficit) is reflected below in the restated balance sheets. The Company did not present a summary of the effect of the restatement on the consolidated statement of comprehensive (loss) income for any of the above referenced periods because the impact to net (loss) income is reflected below in the restated consolidated statement of operations and the restatement adjustments did not effect any other component of comprehensive (loss) income.

84


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

        The following table presents the consolidated balance sheet as previously reported, restatement adjustments (including the retroactive application of revised guidance on the presentation of debt issuance costs) and the consolidated balance sheet as restated at December 31, 2014:

 
  As Previously
Reported
  Restatement
Adjustments
  As Restated  

Assets

                   

Current assets

                   

Cash and cash equivalents

  $ 208,673   $   $ 208,673  

Receivables, net of allowance for doubtful accounts of $2,004

    41,618         41,618  

Prepaid expenses

    68,947     1,838     70,785  

Deferred income taxes

    55,579     (15,236 )   40,343  

Other current assets

    11,189         11,189  

Total current assets

    386,006     (13,398 )   372,608  

Property and equipment, net

    769,145     1,900,587     2,669,732  

Other assets

   
 
   
 
   
 
 

Investment in and advances to unconsolidated affiliates

    179,551         179,551  

Goodwill

    277,582     596,602     874,184  

Other intangible assets, net

    370,562     48,891     419,453  

Debt issuance costs, net of accumulated amortization of $6,796

    25,151     (25,151 )    

Deferred income taxes

    79,067     (79,067 )    

Other assets

    149,366         149,366  

Total other assets

    1,081,279     541,275     1,622,554  

Total assets

  $ 2,236,430   $ 2,428,464   $ 4,664,894  

Liabilities

                   

Current liabilities

                   

Current portion of financing obligation to GLPI

  $   $ 46,884   $ 46,884  

Current maturities of long-term debt

    30,853         30,853  

Accounts payable

    43,136         43,136  

Accrued expenses

    130,818     2,274     133,092  

Accrued interest

    5,163         5,163  

Accrued salaries and wages

    84,034         84,034  

Gaming, pari-mutuel, property, and other taxes

    52,132     (160 )   51,972  

Insurance financing

    13,680         13,680  

Other current liabilities

    75,703     70     75,773  

Total current liabilities

    435,519     49,068     484,587  

Long-term liabilities

                   

Long-term financing obligation to GLPI, net of current portion

        3,564,629     3,564,629  

Long-term debt, net of current maturities and debt issuance costs

    1,229,979     (19,402 )   1,210,577  

Deferred income taxes

        78,633     78,633  

Noncurrent tax liabilities

    8,188     (1,153 )   7,035  

Other noncurrent liabilities

    8,258     19,189     27,447  

Total long-term liabilities

    1,246,425     3,641,896     4,888,321  

Shareholders' equity (deficit)

                   

Series B Preferred stock ($.01 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2014)

             

Series C Preferred stock ($.01 par value, 18,500 shares authorized, 8,624 shares issued and outstanding at December 31, 2014)

             

Common stock ($.01 par value, 200,000,000 shares authorized, 81,329,210 shares issued and 79,161,817 shares outstanding, at December 31, 2014)

    786     27     813  

Treasury stock, at cost (2,167,393 shares held at December 31, 2014)

        (28,414 )   (28,414 )

Additional paid-in capital

    918,370     37,776     956,146  

Retained deficit

    (363,388 )   (1,271,889 )   (1,635,277 )

Accumulated other comprehensive (loss) income

    (1,282 )       (1,282 )

Total shareholders' equity (deficit)

    554,486     (1,262,500 )   (708,014 )

Total liabilities and shareholders' equity (deficit)

  $ 2,236,430   $ 2,428,464   $ 4,664,894  

85


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)

        The following table presents the consolidated balance sheet as previously reported, restatement adjustments (including the retroactive application of revised guidance on the presentation of debt issuance costs) and the consolidated balance sheet as restated at December 31, 2013:

 
  As Previously
Reported
  Restatement
Adjustments
  As Restated  

Assets

                   

Current assets

                   

Cash and cash equivalents

  $ 292,995         $ 292,995  

Receivables, net of allowance for doubtful accounts of $2,752

    52,538           52,538  

Prepaid expenses

    62,724     (9,579 )   53,145  

Deferred income taxes

    71,093     (29,679 )   41,414  

Other current assets

    29,511     10     29,521  

Total current assets

    508,861     (39,248 )   469,613  

Property and equipment, net

    497,457     2,019,423     2,516,880  

Other assets

                   

Investment in and advances to unconsolidated affiliates

    193,331           193,331  

Goodwill

    492,398     459,555     951,953  

Other intangible assets, net

    359,648     (125,390 )   234,258  

Debt issuance costs, net of accumulated amortization of $922

    30,734     (30,734 )    

Other assets

    101,562     (10 )   101,552  

Total other assets

    1,177,673     303,421     1,481,094  

Total assets

  $ 2,183,991   $ 2,283,596   $ 4,467,587  

Liabilities

                   

Current liabilities

                   

Current portion of financing obligation to GLPI

  $   $ 42,016   $ 42,016  

Current maturities of long-term debt

    27,598           27,598  

Accounts payable

    22,580           22,580  

Accrued expenses

    98,009     4,595     102,604  

Accrued interest

    5,027           5,027  

Accrued salaries and wages

    86,498     66     86,564  

Gaming, pari-mutuel, property, and other taxes

    52,053     (37 )   52,016  

Insurance financing

    3,020           3,020  

Other current liabilities

    66,684     340     67,024  

Total current liabilities

    361,469     46,980     408,449  

Long-term liabilities

                   

Long-term financing obligation to GLPI, net of current portion

        3,492,793     3,492,793  

Long-term debt, net of current maturities and debt issuance costs

    1,023,194     (5,797 )   1,017,397  

Deferred income taxes

    13,912     57,240     71,152  

Noncurrent tax liabilities

    19,966     1,598     21,564  

Other noncurrent liabilities

    7,050     34     7,084  

Total long-term liabilities

    1,064,122     3,545,868     4,609,990  

Shareholders' equity (deficit)

                   

Series B Preferred stock ($.01 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2013)

               

Series C Preferred stock ($.01 par value, 18,500 shares authorized, 8,624 shares issued and outstanding at December 31, 2013)

               

Common stock ($.01 par value, 200,000,000 shares authorized, 79,955,786 shares issued and 77,788,393 shares outstanding, at December 31, 2013)

    775     24     799  

Treasury stock, at cost (2,167,393 shares held at December 31, 2013)

        (28,414 )   (28,414 )

Additional paid-in capital

    887,556     37,779     925,335  

Retained deficit

    (130,314 )   (1,318,641 )   (1,448,955 )

Accumulated other comprehensive (loss) income

    383           383  

Total shareholders' equity (deficit)

    758,400     (1,309,252 )   (550,852 )

Total liabilities and shareholders' equity (deficit)

  $ 2,183,991   $ 2,283,596   $ 4,467,587  

86


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, per share data)

        The following table presents the consolidated statement of operations as previously reported, restatement adjustments and the consolidated statement of operations as restated for the year ended December 31, 2014:

 
  As Previously
Reported
  Restatement
Adjustments
  As Restated  

Revenues

                   

Gaming

  $ 2,297,175   $   $ 2,297,175  

Food, beverage and other

    432,021         432,021  

Management service fee

    11,650         11,650  

Revenues

    2,740,846         2,740,846  

Less promotional allowances

    (150,319 )       (150,319 )

Net revenues

    2,590,527         2,590,527  

Operating expenses

                   

Gaming expense

    1,148,968     (2,809 )   1,146,159  

Food, beverage and other

    319,792         319,792  

General and administrative

    446,405     31     446,436  

Rental expense related to Master Lease

    421,388     (421,388 )    

Depreciation and amortization

    178,981     87,761     266,742  

Impairment losses

    321,089     (161,205 )   159,884  

Insurance recoveries, net of deductible charges

    (5,674 )       (5,674 )

Total operating expenses

    2,830,949     (497,610 )   2,333,339  

(Loss) income from operations

    (240,422 )   497,610     257,188  

Other income (expenses)

                   

Interest expense

    (45,982 )   (379,132 )   (425,114 )

Interest income

    3,730         3,730  

Income from unconsolidated affiliates

    7,949         7,949  

Loss on early extinguishment of debt

             

Other

    2,944         2,944  

Total other expenses

    (31,359 )   (379,132 )   (410,491 )

(Loss) income from operations before income taxes

    (271,781 )   118,478     (153,303 )

Income tax (benefit) provision

    (38,586 )   69,105     30,519  

Net (loss) income

  $ (233,195 ) $ 49,373   $ (183,822 )

(Loss) earnings per common share:

                   

Basic (loss) earnings per common share

  $ (2.97 ) $ 0.63   $ (2.34 )

Diluted (loss) earnings per common share

  $ (2.97 ) $ 0.63   $ (2.34 )

87


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per share data)

        The following table presents the consolidated statement of operations as previously reported, adjustments to properly present discontinued operations, other restatement adjustments and the consolidated statement of operations as restated for the year ended December 31, 2013:

 
  As Previously
Reported
  Discontinued
Operations
  Restatement
Adjustments
  As Restated  

Revenues

                         

Gaming

  $ 2,615,169   $ (135,568 ) $   $ 2,479,601  

Food, beverage and other

    461,048     (10,480 )       450,568  

Management service fee

    13,176               13,176  

Revenues

    3,089,393     (146,048 )       2,943,345  

Less promotional allowances

    (170,639 )   5,180         (165,459 )

Net revenues

    2,918,754     (140,868 )       2,777,886  

Operating expenses

                         

Gaming expense

    1,318,546     (76,031 )   5,000     1,247,515  

Food, beverage and other

    345,345     (9,066 )       336,279  

General and administrative

    526,482     (20,367 )   10,028     516,143  

Rental expense related to Master Lease          

    69,502         (69,502 )    

Depreciation and amortization

    298,326     (11,892 )   16,970     303,404  

Impairment losses

    1,132,417         (334,112 )   798,305  

Insurance recoveries, net of deductible charges

    108             108  

Total operating expenses

    3,690,726     (117,356 )   (371,616 )   3,201,754  

(Loss) from operations

    (771,972 )   (23,512 )   371,616     (423,868 )

Other income (expenses)

                         

Interest expense

    (97,092 )       (62,805 )   (159,897 )

Interest income

    1,387             1,387  

Income from unconsolidated affiliates          

    9,657             9,657  

Loss on early extinguishment of debt          

    (61,660 )           (61,660 )

Other

    3,803     4,201         8,004  

Total other expenses

    (143,905 )   4,201     (62,805 )   (202,509 )

(Loss) from continuing operations before income taxes

    (915,877 )   (19,311 )   308,811     (626,377 )

Income tax (benefit)

    (121,538 )   (7,766 )   95,724     (33,580 )

Net (loss) from continuing operations

    (794,339 )   (11,545 )   213,087     (592,797 )

Income from discontinued operations, net of tax

        11,545         11,545  

Net (loss) income

  $ (794,339 ) $   $ 213,087   $ (581,252 )

Basis (loss) earnings per share—continuing operations

  $ (10.17 ) $ (0.15 ) $ 2.73   $ (7.59 )

Basis earnings per share—discontinued operations

  $   $ 0.15   $   $ 0.15  

Basic (loss) earnings per share

  $ (10.17 ) $   $ 2.73   $ (7.44 )

Diluted (loss) earnings per share—continuing operations

  $ (10.17 ) $ (0.15 ) $ 2.73   $ (7.59 )

Diluted earnings per share—discontinued operations

  $   $ 0.15   $   $ 0.15  

Diluted (loss) earnings per share

  $ (10.17 ) $   $ 2.73   $ (7.44 )

88


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per share data)

        The following table presents the consolidated statement of operations as previously reported, adjustments to properly present discontinued operations, other restatement adjustments and the consolidated statement of operations as restated for the year ended December 31, 2012:

 
  As Previously
Reported
  Discontinued
Operations
  Restatement
Adjustments
  As Restated  

Revenues

                         

Gaming

  $ 2,590,533   $ (202,581 ) $   $ 2,387,952  

Food, beverage and other

    438,837     (15,635 )       423,202  

Management service fee

    14,835               14,835  

Revenues

    3,044,205     (218,216 )       2,825,989  

Less promotional allowances

    (144,740 )   7,573           (137,167 )

Net revenues

    2,899,465     (210,643 )       2,688,822  

Operating expenses

                         

Gaming expense

    1,342,905     (113,111 )       1,229,794  

Food, beverage and other

    343,611     (13,114 )       330,497  

General and administrative

    532,241     (26,660 )   (684 )   504,897  

Rental expense related to Master Lease          

                 

Depreciation and amortization

    245,348     (14,090 )   2,149     233,407  

Impairment losses

                 

Insurance recoveries, net of deductible charges

    (7,229 )           (7,229 )

Total operating expenses

    2,456,876     (166,975 )   1,465     2,291,366  

Income from operations

    442,589     (43,668 )   (1,465 )   397,456  

Other income (expenses)

                         

Interest expense

    (81,440 )       (684 )   (82,124 )

Interest income

    948     (2 )       946  

Income from unconsolidated affiliates          

    3,804             3,804  

Loss on early extinguishment of debt          

                 

Other

    (1,375 )   6,320         4,945  

Total other expenses

    (78,063 )   6,318     (684 )   (72,429 )

Income from continuing operations before income taxes

    364,526     (37,350 )   (2,149 )   325,027  

Income tax provision

    152,555     (14,431 )   (675 )   137,449  

Net income from continuing operations

    211,971     (22,919 )   (1,474 )   187,578  

Income from discontinued operations, net of tax

        22,919         22,919  

Net income

  $ 211,971   $   $ (1,474 ) $ 210,497  

Basis earnings per share—continuing operations

  $ 2.24   $ (0.24 ) $ (0.02 ) $ 1.98  

Basis earnings per share—discontinued operations

  $   $ 0.24   $   $ 0.24  

Basic earnings per share

  $ 2.24   $   $ (0.02 ) $ 2.22  

Diluted earnings per share—continuing operations

  $ 2.04   $ (0.22 ) $ (0.01 ) $ 1.81  

Diluted earnings per share—discontinued operations

  $   $ 0.22   $   $ 0.22  

Diluted earnings per share

  $ 2.04   $   $ (0.01 ) $ 2.03  

89


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands)

        The following table presents the consolidated statement of cash flows as previously reported, restatement adjustments and the consolidated statement of cash flows as restated for the year ended December 31, 2014:

 
  As Previously
Reported
  Restatement
Adjustments
  As Restated  

Year Ended December 31, 2014:

                   

Operating activities

                   

Net (loss) income

  $ (233,195 ) $ 49,373   $ (183,822 )

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

   
 
   
 
   
 
 

Depreciation and amortization

    178,981     87,761     266,742  

Amortization of items charged to interest expense

    6,040         6,040  

Accretion of settlement value other non-current liabilities

    689         689  

Loss on sale of fixed assets

    738         738  

Income from unconsolidated affiliates

    (7,949 )       (7,949 )

Distributions of earnings from unconsolidated affiliates

    23,000         23,000  

Deferred income taxes

    (72,278 )   75,186     2,908  

Charge for stock-based compensation

    10,666         10,666  

Impairment losses and write downs

    324,389     (161,205 )   163,184  

Decrease (increase), net of businesses acquired

                   

Accounts receivable

    10,046         10,046  

Prepaid expenses and other current assets

    (13,315 )   10     (13,305 )

Other assets

    150     (9 )   141  

Increase (decrease), net of businesses acquired

                   

Accounts payable

    2,028         2,028  

Accrued expenses

    (17,191 )   (2,321 )   (19,512 )

Accrued interest

    136         136  

Accrued salaries and wages

    (2,464 )   (66 )   (2,530 )

Gaming, pari-mutuel, property and other taxes

    79     (123 )   (44 )

Income taxes

    8,522     (3,329 )   5,193  

Other current and noncurrent liabilities

    10,227     (304 )   9,923  

Other noncurrent tax liabilities

    (9,298 )   (2,751 )   (12,049 )

Net cash provided by operating activities

    220,001     42,222     262,223  

Investing activities

                   

Capital project expenditures, net of reimbursements

    (144,707 )       (144,707 )

Capital maintenance expenditures

    (83,438 )       (83,438 )

Advances to Jamul Tribe

    (47,093 )       (47,093 )

Proceeds from sale of property and equipment

    1,665         1,665  

Investment in joint ventures

    (1,285 )       (1,285 )

Decrease in cash in escrow

    18,000         18,000  

Acquisitions of businesses and gaming and other licenses, net of cash acquired

    (118,678 )       (118,678 )

Net cash used in investing activities

    (375,536 )       (375,536 )

Financing activities

                   

Proceeds from exercise of options

    9,799         9,799  

Principal payments on financing obligation with GLPI

        (42,222 )   (42,222 )

Proceeds from issuance of long-term debt, net of issuance costs

    104,935         104,935  

Principal payments on long-term debt

    (49,541 )       (49,541 )

Payments of other long-term obligations

    (15,000 )       (15,000 )

Proceeds from insurance financing

    28,888         28,888  

Payments on insurance financing

    (18,228 )       (18,228 )

Tax benefit from stock options exercised

    10,360         10,360  

Net cash provided by (used in) financing activities

    71,213     (42,222 )   28,991  

Net decrease in cash and cash equivalents

    (84,322 )       (84,322 )

Cash and cash equivalents at beginning of year

    292,995         292,995  

Cash and cash equivalents at end of year

  $ 208,673   $   $ 208,673  

Supplemental disclosure

                   

Interest expense paid, net of amounts capitalized

  $ 39,101   $ 379,443   $ 418,544  

Income taxes paid

  $ 23,185   $   $ 23,185  

90


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands)

        The following table presents the consolidated statement of cash flows as previously reported, restatement adjustments and the consolidated statement of cash flows as restated for the year ended December 31, 2013:

 
  As Previously
Reported
  Restatement
Adjustments
  As Restated  

Year Ended December 31, 2013:

                   

Operating activities

                   

Net (loss) income

  $ (794,339 ) $ 213,087   $ (581,252 )

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

   
 
   
 
   
 
 

Depreciation and amortization

    298,326     16,971     315,297  

Amortization of items charged to interest expense

    8,112         8,112  

Accretion of settlement values on long term obligations

    5,024         5,024  

Transaction cost for Carlino exchange

        10,695     10,695  

Loss on sale of fixed assets

    3,652         3,652  

Income from unconsolidated affiliates

    (9,657 )       (9,657 )

Distributions of earnings from unconsolidated affiliates

    21,500         21,500  

Loss on early extinguishment of debt

    26,782         26,782  

Deferred income taxes

    (224,983 )   87,587     (137,396 )

Charge for stock-based compensation

    22,809         22,809  

Impairment losses

    1,132,417     (334,112 )   798,305  

Gain on investment in corporate debt securities

    (1,516 )       (1,516 )

Gain on sale of Bullwhackers

    (444 )       (444 )

Decrease (increase), net of businesses acquired

                   

Accounts receivable

    5,034         5,034  

Prepaid expenses and other current assets

    912     (126 )   786  

Other assets

    (42,567 )   5,611     (36,956 )

(Decrease) increase, net of businesses acquired

                   

Accounts payable

    (2,175 )       (2,175 )

Accrued expenses

    (30,147 )   4,596     (25,551 )

Accrued interest

    (15,030 )       (15,030 )

Accrued salaries and wages

    (2,383 )   66     (2,317 )

Gaming, pari-mutuel, property and other taxes

    (1,555 )   (37 )   (1,592 )

Income taxes

    29,058     6,655     35,713  

Other current and noncurrent liabilities

    10,576     374     10,950  

Other noncurrent tax liabilities

    1,396     1,598     2,994  

Net cash provided by operating activities

    440,802     12,965     453,767  

Investing activities

                   

Capital project expenditures, net of reimbursements

    (119,051 )       (119,051 )

Capital maintenance expenditures

    (80,862 )       (80,862 )

Advances to Jamul Tribe

        (5,602 )   (5,602 )

Proceeds from sale of property and equipment

    3,837         3,837  

Proceeds from investment in corporate debt securities

    6,870         6,870  

Proceeds related to damaged property and equipment

    2,203         2,203  

Proceeds from sale of Bullwhackers, net of cash on hand

    4,996         4,996  

Investment in joint ventures

    (675 )       (675 )

Cash contributed to GLPI in connection with Spin-Off

    (240,202 )   240,202      

Decrease in cash in escrow

    8,000         8,000  

Acquisitions of businesses and gaming licenses

    (73 )       (73 )

Net cash (used in) provided by investing activities

    (414,957 )   234,600     (180,357 )

Financing activities

                   

Proceeds from exercise of options

    51,535         51,535  

Repurchase of preferred stock

    (649,518 )       (649,518 )

Cash contributed to GLPI in connection with Spin-Off

        (240,202 )   (240,202 )

Principal payments on financing obligation with GLPI

        (7,363 )   (7,363 )

Proceeds from issuance of long-term debt, net of issuance costs

    4,745,790         4,745,790  

Principal payments on long-term debt

    (4,135,059 )       (4,135,059 )

Payments of other long-term obligations

    (16,000 )       (16,000 )

Proceeds from insurance financing

    19,233         19,233  

Payments on insurance financing

    (20,069 )       (20,069 )

Tax benefit from stock options exercised

    10,771         10,771  

Net cash provided by (used in) financing activities

    6,683     (247,565 )   (240,882 )

Net increase in cash and cash equivalents

    32,528         32,528  

Cash and cash equivalents at beginning of year

    260,467         260,467  

Cash and cash equivalents at end of year

  $ 292,995   $   $ 292,995  

Supplemental disclosure

                   

Interest expense paid, net of amounts capitalized

  $ 104,351   $ 62,806   $ 167,157  

Income taxes paid

  $ 69,758   $   $ 69,758  

91


Table of Contents


Penn National Gaming, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands)

        The following table presents the consolidated statement of cash flows as previously reported, restatement adjustments and the consolidated statement of cash flows as restated for the year ended December 31, 2012:

 
  As Previously
Reported
  Restatement
Adjustments
  As Restated  

Operating activities

                   

Net (loss) income

  $ 211,971   $ (1,474 ) $ 210,497  

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

                   

Depreciation and amortization

    245,348     2,149     247,497  

Amortization of items charged to interest expense

    6,898         6,898  

Loss (gain) on sale of fixed assets

    (1,690 )       (1,690 )

Income from unconsolidated affiliates

    (3,804 )       (3,804 )

Distributions of earnings from unconsolidated affiliates

    9,400         9,400  

Deferred income taxes

    44,983     (594 )   44,389  

Charge for stock-based compensation

    28,609         28,609  

Decrease (increase), net of businesses acquired

                   

Accounts receivable

    1,887         1,887  

Insurance receivable

    1,072         1,072  

Prepaid expenses and other current assets

    14,445         14,445  

Other assets

    (12,331 )       (12,331 )

Increase (decrease), net of businesses acquired

                   

Accounts payable

    1,334         1,334  

Accrued expenses

    12,770         12,770  

Accrued interest

    3,925         3,925  

Accrued salaries and wages

    10,285         10,285  

Gaming, pari-mutuel, property and other taxes

    6,051         6,051  

Income taxes

    (70,721 )   (81 )   (70,802 )

Other current and noncurrent liabilities

    12,903         12,903  

Other noncurrent tax liabilities

    (16,146 )       (16,146 )

Net cash provided by operating activities

    507,189         507,189  

Investing activities

                   

Capital project expenditures, net of reimbursements

    (386,344 )       (386,344 )

Capital maintenance expenditures

    (86,641 )       (86,641 )

Proceeds from sale of property and equipment

    5,323         5,323  

Investment in joint ventures

    (36,000 )       (36,000 )

Decrease in cash in escrow

    24,625         24,625  

Acquisitions of businesses and gaming and other licenses, net of cash acquired

    (709,450 )       (709,450 )

Net cash used in investing activities

    (1,188,487 )       (1,188,487 )

Financing activities

                   

Proceeds from exercise of options

    31,933         31,933  

Proceeds from issuance of long-term debt, net of issuance costs

    1,162,709         1,162,709  

Principal payments on long-term debt

    (494,891 )       (494,891 )

Proceeds from other long-term obligations

    10,000         10,000  

Proceeds from insurance financing

    4,746         4,746  

Payments on insurance financing

    (17,253 )       (17,253 )

Tax benefit from stock options exercised

    6,081         6,081  

Net cash provided by financing activities

    703,325         703,325  

Net (decrease) increase in cash and cash equivalents

    22,027         22,027  

Cash and cash equivalents at beginning of year

    238,440         238,440  

Cash and cash equivalents at end of year

  $ 260,467   $   $ 260,467  

Supplemental disclosure

                   

Interest expense paid, net of amounts capitalized

  $ 70,239   $ 684   $ 70,923  

Income taxes paid

  $ 187,515   $   $ 187,515  

92


Table of Contents

3.     Spin-Off of Real Estate Assets through a Real Estate Investment Trust

        On November 1, 2013, the Company completed its plan to separate its gaming operating assets from its real property assets by creating a newly formed, publicly traded real estate investment trust ("REIT"), known as Gaming and Leisure Properties, Inc. ("GLPI"), through a tax free spin-off (the "Spin-Off"). Penn effected the Spin-Off by distributing one share of common stock of GLPI to the holders of Penn common stock and Series C Convertible Preferred Stock ("Series C Preferred Stock") for every share of Penn common stock and every 1/1000th of a share of Series C Preferred Stock that they held at the close of business on October 16, 2013, the record date for the Spin-Off. See Note 16 for further information on the Series C Preferred Stock. Peter M. Carlino and the PMC Delaware Dynasty Trust dated September 25, 2013, a trust for the benefit of Mr. Carlino's children, also received 882,129 additional shares of GLPI common stock, in exchange for 2,167,393 shares of Penn common stock that they transferred to Penn immediately prior to the Spin-Off. Based on the closing price of the GLPI common stock on October 30, 2013, the aggregate consideration transferred totaled $39.1 million. On that same date, based on the closing price of Penn common stock, the aggregate consideration received totaled $28.4 million. As a result, the consideration transferred exceeded the amount received by approximately $10.7 million. This excess was accounted for as a transaction cost associated with the Spin-Off within general and administrative expenses with the value of the Penn shares acquired as the cost of the treasury stock.

        Mr. Carlino also exchanged certain options to acquire Penn common stock for options to acquire GLPI common stock having the same aggregate intrinsic value. Penn engaged in these exchanges with Mr. Carlino and his related trust to ensure that each member of the Carlino family beneficially owns 9.9% or less of the outstanding shares of Penn common stock following the Spin-Off, so that GLPI can qualify to be taxed as a REIT for United States ("U.S.") federal income tax purposes.

        In addition, on November 1, 2013, Penn entered into a Master Lease with GLPI in which it spun-off certain real property assets which was accounted for as a financing obligation (see Note 5 to the consolidated financial statements), and contributed the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which are referred to as the "TRS Properties." The assets and liabilities were contributed to GLPI based on their historical carrying values. The impact of the spin-off to stockholders' equity (deficit) is shown below. This amount excludes $2.0 billion of property and equipment, net that was not derecognized due to the failed spin-off-leaseback (in thousands, as restated):

 
  Restated  

Cash and cash equivalents

  $ 240,202  

Current deferred income tax assets

    6,157  

Other current assets

    3,116  

Property and equipment, net

    115,731  

Goodwill

    75,521  

Other intangible assets

    9,577  

Debt issuance costs

    39,862  

Other assets

    36,378  

Accounts payable and accrued expenses

    (16,055 )

Income taxes

    (5,296 )

Other current liabilities

    (12,312 )

Long-term debt

    (2,350,000 )

Long-term deferred income tax liabilities

    (4,248 )

Sub total

  $ (1,861,367 )

Adjustment for GLPI financing obligation

    3,516,210  

Net impact of Spin-Off

  $ 1,654,843  

93


Table of Contents

        As a result of the Spin-Off, GLPI owns substantially all of Penn's former real property assets and leases back those assets (other than the TRS Properties) to Penn for use by its subsidiaries, under a "triple net" master lease agreement (the "Master Lease") (which has a fifteen-year initial term that can be extended at Penn's option for up to four five-year renewal terms), as well as owns and operates the TRS Properties. Penn continues to operate the leased gaming facilities and hold the associated gaming licenses with these facilities.

        On November 1, 2013, Penn entered into a Tax Matters Agreement with GLPI, which governs the respective rights, responsibilities and obligations of the two companies after the Spin-Off with respect to payment of tax liabilities, entitlement of refunds, and filing of tax returns and sets forth certain covenants and indemnities. Pursuant to the Tax Matters Agreement, Penn was required to prepare and file a federal consolidated income tax return for 2013, which included a combination of Penn and GLPI legal entities for the activity prior to the Spin-Off, with any adjustments for the impact of the final consolidated income tax return recorded to either shareholders' equity or the statement of income depending on the specific item giving rise to the adjustment. In conjunction with the filing of the final 2013 federal consolidated income tax return with the Internal Revenue Service, Penn recorded a decrease to shareholders' equity of $2.5 million during the year ended December 31, 2014.

        The Company incurred transaction costs of $0.9 million, $39.5 million (which includes the transaction cost for the Carlino exchange mentioned above), and $7.1 million for the years ended December 31, 2014, 2013 and 2012, respectively, associated with the Spin-Off, which were included in general and administrative expenses within the consolidated statements of operations.

        The Company received a private letter ruling from the Internal Revenue Service relating to the tax treatment of the separation and the qualification of GLPI as a REIT. The private letter ruling is subject to certain qualifications and based on certain representations and statements made by the Company and certain of its shareholders. If such representations and statements are untrue or incomplete in any material respect (including as a result of a material change in the transaction or other relevant facts), the Company may not be able to rely on the private letter ruling. The Company received opinions from outside counsel regarding certain aspects of the transaction that are not covered by the private letter ruling.

4.     Principles of Consolidation

        The consolidated financial statements include the accounts of Penn and its subsidiaries. Investment in and advances to unconsolidated affiliates, that do not meet the consolidation criteria of the authoritative guidance for voting interest, controlling interest or variable interest entities ("VIEs"), are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

5.     Summary of Significant Accounting Policies

Cash and Cash Equivalents

        The Company considers all cash balances and highly-liquid investments with original maturities of three months or less 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, corporate debt securities, 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.

94


Table of Contents

        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 only following credit checks and investigations of creditworthiness. Marker balances issued to approved casino customers were $4.9 million at December 31, 2014, compared to $4.3 million at December 31, 2013.

        The Company's receivables of $41.6 million and $52.5 million at December 31, 2014 and 2013, respectively, primarily consist of $4.6 million and $4.8 million, respectively, due from the West Virginia Lottery for gaming revenue settlements and capital reinvestment projects at Hollywood Casino at Charles Town Races, $6.8 million and $10.3 million, respectively, for reimbursement of expenses paid on behalf of Casino Rama, $2.9 million and $2.5 million, respectively, for racing settlements due from simulcasting at Hollywood Casino at Penn National Race Course, $2.9 million and $3.3 million, respectively, for reimbursement of payroll expenses paid on behalf of the Company's joint venture in Kansas, and markers issued to customers mentioned above. For 2013, receivables included $6.5 million of tax obligations that were reimbursed by GLPI in 2014.

        Accounts are written off when management determines that an account is uncollectible. Recoveries of accounts previously written off are recorded when received. An allowance for doubtful accounts is determined to reduce the Company's receivables to their carrying value, which approximates fair value. The allowance is estimated based on historical collection experience, specific review of individual customer accounts, and current economic and business conditions. Historically, the Company has not incurred any significant credit-related losses.

Property and Equipment

        Property and equipment are stated at cost, less accumulated depreciation. 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.

        Depreciation of property and equipment is recorded using the straight- line method over the following estimated useful lives:

Land improvements

  15 years

Building and improvements

  5 to 31 years

Furniture, fixtures, and equipment

  3 to 31 years

        All construction costs funded by Penn considered to be an improvement to the real property assets leased from GLPI under the Master Lease 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 estimated useful lives are determined based on the nature of the assets as well as the Company's current operating strategy.

        The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value 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 economic factors. For purposes of recognizing and measuring impairment in accordance with Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC") 360, "Property, Plant, and Equipment," assets are grouped at the individual property level representing the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to

95


Table of Contents

record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating income.

Goodwill and Other Intangible Assets

        At December 31, 2014, the Company had $874.2 million in goodwill and $419.5 million in other intangible assets within its consolidated balance sheet, respectively, resulting from the Company's acquisition of other businesses and payment for gaming licenses. Two issues arise with respect to these assets that require significant management estimates and judgment: (i) the valuation in connection with the initial purchase price allocation; and (ii) the ongoing evaluation for impairment.

        In connection with the Company's acquisitions, valuations are completed to determine the allocation of the purchase prices. The factors considered in the valuations include data gathered as a result of the Company's due diligence in connection with the acquisitions, projections for future operations, and data obtained from third-party valuation specialists as deemed appropriate. Goodwill represents the future economic benefits of a business combination measured as the excess purchase price over the fair market value of net assets acquired. Goodwill is tested annually, or more frequently if indicators of impairment exist, in two steps. In step 1 of the impairment test, the current fair value of each reporting unit is estimated using a discounted cash flow model which is then compared to the carrying value of each reporting unit. The Company adjusts the carrying value of each reporting unit that utilizes property that is subject to the Master Lease by an allocation of a pro-rata portion of the GLPI financing obligation based on the reporting unit's estimated fair value as a percentage of the aggregate estimated fair value of all reporting units that utilize property that is subject to the Master Lease. If the carrying amount of a reporting unit exceeds its fair value in step 1 of the impairment test, then step 2 of the impairment test is performed to determine the implied fair value of goodwill for that reporting unit. If the implied fair value of goodwill is less than the goodwill allocated for that reporting unit, an impairment is recognized. In the event a reporting unit has a negative carrying amount, the Company first performs a qualitative evaluation to determine if it is more likely than not that a goodwill impairment exists, and if so, it performs a step 2 of the impairment test to measure the amount of the impairment charge, if any.

        In accordance with ASC 350, "Intangibles—Goodwill and Other," the Company considers its gaming licenses and other various intangible assets as indefinite-life intangible assets that do not require amortization based on the Company's future expectations to operate its gaming facilities indefinitely (notwithstanding the recent events in Iowa which the Company concluded was an isolated incident and the first time in the Company's history a gaming regulator has taken an action which could cause it to lose its gaming license) as well as its historical experience in renewing these intangible assets at minimal cost with various state commissions. Rather, these intangible assets are tested annually for impairment, 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-life intangible assets exceed their fair value, an impairment loss is recognized. The Company completes its testing of its intangible assets prior to assessing the realizability of its goodwill.

        The Company assessed the fair value of its indefinite-life intangible assets (which are primarily gaming licenses) using the Greenfield Method under the income approach. The Greenfield Method estimates the fair value of the gaming license using a discounted cash flow model assuming the Company built a casino with similar utility to that of the existing facility. The method assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. As such, the value of the gaming license is a function of the following items:

96


Table of Contents

        The evaluation of goodwill and indefinite-life intangible assets requires the use of estimates about future operating results of each reporting unit to determine the estimated fair value of the reporting unit and the indefinite-lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing. The implied fair value includes estimates of future cash flows (including an allocation of the Company's projected financing obligation to its reporting units) that are based on reasonable and supportable assumptions which represent the Company's best estimates of the cash flows expected to result from the use of the assets including their eventual disposition. Changes in estimates, increases in the Company's cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions or application of alternative assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company's estimates. If the Company's ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future accounting periods. The Company's estimates of cash flows are based on the current regulatory and economic climates, recent operating information and budgets of the various properties where it conducts operations. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting the Company's properties.

        Forecasted cash flows (based on the Company's annual operating plan as determined in the fourth quarter) can be significantly impacted by the local economy in which its reporting units operate. For example, increases in unemployment rates can result in decreased customer visitations and/or lower customer spend per visit. In addition, the impact of new legislation which approves gaming in nearby jurisdictions or further expands gaming in jurisdictions where the Company's reporting units currently operate can result in opportunities for the Company to expand its operations. However, it also has the impact of increasing competition for the Company's established properties which generally will have a negative effect on those locations' profitability once competitors become established as a certain level of cannibalization occurs absent an overall increase in customer visitations. Lastly, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted cash flows.

        Assumptions and estimates about future cash flow levels and multiples by individual reporting units are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in the Company's business strategy, which may reallocate capital and resources to different or new opportunities which management believes will enhance its overall value but may be to the detriment of an individual reporting unit.

        Once an impairment of goodwill or other indefinite-life intangible assets has been recorded, it cannot be reversed. Because the Company's goodwill and indefinite-life intangible assets are not amortized, there may be volatility in reported income because impairment losses, if any, are likely to occur irregularly and in varying amounts. Intangible assets that have a definite-life are amortized on a straight-line basis over their estimated useful lives or related service contract. The Company reviews the carrying value of its intangible assets that have a definite-life for possible impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the carrying amount of the intangible assets that have a definite-life exceed their fair value, an impairment loss is recognized.

97


Table of Contents

Failed Spin-Off-Leaseback Financing Obligation

        The Company's spin-off of real property assets and corresponding Master Lease Agreement with GLPI on November 1, 2013 did not meet all of the requirements for sale-leaseback accounting treatment under Accounting Standards Codification (ASC) 840 "Leases" and therefore is accounted for as a financing obligation rather than a distribution of assets followed by an operating lease. Specifically, the Master Lease contains provisions that would indicate the Company has prohibited forms of continuing involvement in the leased assets which are not a normal leaseback. As a result of the failed spin-off-leaseback accounting, the Company calculated a financing obligation at the inception of the Master Lease based on the future minimum lease payments discounted at 9.70%. The discount rate represents the estimated incremental borrowing rate over the lease term of 35 years, which included renewal options that were reasonably assured of being exercised given the high percentage of the Company's earnings that are derived from the Master Lease properties operations to the Company and the lack of alternative economically feasible leasing options for such real estate. The minimum lease payments are recorded as interest expense and in part as a payment of principal reducing the financing obligation. Contingent rentals are recorded as additional interest expense. The real property assets in the transaction remain on the consolidated balance sheets and continue to be depreciated over the remaining useful lives.

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. As discussed in Note 2 to the consolidated financial statements, these amounts are recorded in the consolidated balance sheets as a reduction to long-term debt.

Other Comprehensive Income

        The Company accounts for comprehensive income in accordance with ASC 220, "Comprehensive Income," which establishes standards for the reporting and presentation of comprehensive income in the consolidated financial statements. The Company presents comprehensive income in two separate but consecutive statements. The net of tax changes in accumulated other comprehensive income by component were as follows (in thousands):

 
  Foreign Currency   Available for
sale securities
  Total  

Other comprehensive income (loss):

                   

Balance at December 31, 2012

  $ 1,628   $ 1,394   $ 3,022  

Foreign currency translation adjustment

    (1,245 )       (1,245 )

Unrealized holding losses on corporate debt securities          

        (98 )   (98 )

Realized gain on redemption of corporate debt securities

        (1,296 )   (1,296 )

Ending balance at December 31, 2013

    383         383  

Foreign currency translation adjustment

    (1,665 )       (1,665 )

Ending balance at December 31, 2014

  $ (1,282 ) $   $ (1,282 )

Income Taxes

        The Company accounts for income taxes in accordance with ASC 740, "Income Taxes" ("ASC 740"). Under 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 requires that deferred tax assets be reduced by a

98


Table of Contents

valuation allowance if it is more-likely-than-not 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 income 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. The liability for unrecognized tax benefits is included in noncurrent tax liabilities within the consolidated balance sheets at December 31, 2014 and 2013.

        Gaming revenue consists mainly of slot and video lottery gaming machine revenue as well as to a lesser extent table game and poker revenue. Gaming revenue is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers' possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increases. Table game revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens and outstanding markers (credit instruments) that are removed from the live gaming tables.

        Food, beverage and other revenue, including racing revenue, is recognized as services are performed. Racing revenue includes the Company's share of pari-mutuel wagering on live races after payment of amounts returned as winning wagers, its share of wagering from import and export simulcasting, and its share of wagering from its off-track wagering facilities ("OTWs').

        Revenue from the management service contract for Casino Rama is based upon contracted terms and is recognized when services are performed.

        Revenues are recognized net of certain sales incentives in accordance with ASC 605-50, "Revenue Recognition—Customer Payments and Incentives." The Company records certain sales incentives and points earned in point-loyalty programs as a reduction of revenue.

        The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in food, beverage and other expense.

99


Table of Contents

        The amounts included in promotional allowances for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands):

Year ended December 31,
  2014(2)   2013(1)(2)   2012(1)(2)  
 
   
  (as restated)
  (as restated)
 

Rooms

  $ 33,513   $ 36,132   $ 26,612  

Food and beverage

    106,908     118,143     100,453  

Other

    9,898     11,184     10,102  

Total promotional allowances

  $ 150,319   $ 165,459   $ 137,167  

        The estimated cost of providing such complimentary services for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands):

Year ended December 31,
  2014(2)   2013(1)(2)   2012(1)(2)  
 
   
  (as restated)
  (as restated)
 

Rooms

  $ 3,664   $ 5,971   $ 3,749  

Food and beverage

    44,325     48,431     42,153  

Other

    3,635     4,072     4,045  

Total cost of complimentary services

  $ 51,624   $ 58,474   $ 49,947  

(1)
The only restatements related to these periods are to reflect Hollywood Casino Perryville and Hollywood Casino Baton Rouge as discontinued operations.

(2)
Certain prior period amounts have been reclassified to conform to the current presentation.

Gaming and Racing Taxes

        The Company is subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which it operates. The Company primarily recognizes gaming and pari-mutuel tax expense based on the statutorily required percentage of revenue that is required to be paid to state and local jurisdictions in the states where or in which wagering occurs. In certain states in which the Company operates, gaming taxes are based on graduated rates. The Company records gaming tax expense at the Company's estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming tax rates change during the year, such changes are applied prospectively in the determination of gaming tax expense in future interim periods. Finally, the Company recognizes purse expense based on the statutorily required percentage of revenue that is required to be paid out in the form of purses to the winning owners of horse races run at the Company's racetracks in the period in which wagering occurs. For the years ended December 31, 2014, 2013 and 2012, these expenses, which are recorded primarily within gaming expense in the consolidated statements of operations, were $0.89 billion, $0.96 billion, and $0.97 billion, respectively.

Payments related to the Master Lease

        As of December 31, 2014, the Company financed with GLPI real property assets associated with eighteen of the Company's gaming and related facilities used in the Company's operations.

        The payment structure under the Master Lease, which became effective November 1, 2013, includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to a floor of zero (i) every five years by an amount equal to 4% of the average change to net revenues of all facilities under the Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years, and (ii) monthly by

100


Table of Contents

an amount equal to 20% of the change in net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month. In addition, with the openings of Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course in the third quarter of 2014, these properties began making payments subject to the terms of the Master Lease, which had the impact of increasing the Company's annual payments related to the Master Lease by approximately $19 million, which approximates ten percent of the real estate construction costs paid for by GLPI related to these facilities.

        In April 2014, an amendment to the Master Lease was entered into in order to revise certain provisions relating to the Sioux City property. In accordance with the amendment, upon the cessation of gaming operations at Argosy Casino Sioux City on July 30, 2014 due to the termination of its gaming license, the annual payment to GLPI was reduced by $6.2 million. Additionally, the Company finalized its calculation of the coverage ratio in accordance with the appropriate provisions of the Master Lease to determine if an annual base payment escalator is due. The calculation of the escalator resulted in an increase to the Company's annual payment of $3.2 million. The net impact of the two items above resulted in lower interest expense on the Company's financing obligation with GLPI.

        The Master Lease is commonly known as a triple-net lease. Accordingly, in addition to the required payments to GLPI, the Company is required to pay the following, among other things: (1) all facility maintenance; (2) all insurance required in connection with the leased properties and the business conducted on the leased properties; (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. At the Company's option, the Master Lease may be extended for up to four five-year renewal terms beyond the initial fifteen-year term, on the same terms and conditions.

        Total payments made to GLPI under the Master Lease were $421.4 million and $69.5 million for the years ended December 31, 2014 and 2013, respectively.

Earnings Per Share

        The Company calculates earnings per share ("EPS") in accordance with ASC 260, "Earnings Per Share" ("ASC 260"). Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options and unvested restricted shares.

        At December 31, 2014 and 2013, the Company had outstanding 8,624 shares of Series C Preferred Stock and at December 31, 2012, had outstanding 12,275 of Series B Redeemable Preferred Stock ("Series B Preferred Stock"). The Company determined that both classes of preferred stock qualified as a participating security as defined in ASC 260 since these securities participate in dividends with the Company's common stock. In accordance with ASC 260, a company is required to use the two-class method when computing EPS when a company has a security that qualifies as a "participating security." The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. A participating security is included in the computation of basic EPS using the two-class method. Under the two-class method, basic EPS for the Company's common stock is computed by dividing net income applicable to common stock by the weighted-average common shares outstanding during the period. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the if-converted method.

        Since the Company's preferred shareholders are not obligated to fund the losses of the Company nor is the contractual principal of the Series C Preferred Stock reduced as a result of losses incurred by the Company, no allocation of the Company's undistributed losses resulting from the net loss for the years ended December 31, 2014 and 2013 is required. As such, since the Company reported a net loss for the years ended December 31, 2014 and 2013, it was required by ASC 260 to use basic

101


Table of Contents

weighted-average common shares outstanding which totaled 78.4 million and 78.1 million for those respective periods, rather than diluted weighted-average common shares outstanding, when calculating diluted EPS.

        The following table sets forth the allocation of net income for the year ended December 31, 2012 under the two-class method:

Year ended December 31,
  2012  
 
  (Restated)
(in thousands)

 

Net income

  $ 210,497  

Net income applicable to preferred stock

    40,738  

Net income applicable to common stock

  $ 169,759  

        The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the year ended December 31, 2012:

Year ended December 31,
  2012  
 
  (in thousands)
 

Determination of shares:

       

Weighted-average common shares outstanding

    76,345  

Assumed conversion of dilutive employee stock-based awards

    2,305  

Assumed conversion of restricted stock

    159  

Assumed conversion of preferred stock

    24,995  

Diluted weighted-average common shares outstanding

    103,804  

        For the Series B Preferred Stock, the Company was required to adjust its diluted weighted-average common shares outstanding for the purpose of calculating diluted EPS as follows: 1) when the price of the Company's common stock at the end of the reporting period was less than $45, the diluted weighted-average common shares outstanding was increased by 26,777,778 shares (regardless of how much the stock price was below $45); 2) when the price of the Company's common stock at the end of the reporting period was between $45 and $67, the diluted weighted-average common shares outstanding was increased by an amount which was calculated by dividing $1.205 billion (face value) by the current price per share of the Company's common stock, which resulted in an increase in the diluted weighted-average common shares outstanding of between 17,985,075 shares and 26,777,778 shares; and 3) when the price of the Company's common stock at the end of the reporting period was above $67, the diluted weighted-average common shares outstanding was increased by 17,985,075 shares (regardless of how much the stock price exceeded $67).

        Options to purchase 6,633,622 shares, 7,316,713 shares and 1,693,500 shares were outstanding during the years ended December 31, 2014, 2013 and 2012, respectively, but were not included in the computation of diluted EPS because they were antidilutive.

102


Table of Contents

        The following table presents the calculation of basic and diluted EPS for the Company's common stock for the year ended December 31, 2012 (in thousands, except per share data):

Year ended December 31,
  2012  
 
  (Restated)
 

Calculation of basic EPS:

       

Net income from continuing operations applicable to common stock

  $ 151,276  

Weighted-average common shares outstanding

    76,345  

Basic earnings per common share

  $ 1.98  

Calculation of basic EPS:

   
 
 

Net income from discontinued operations applicable to common stock

  $ 18,483  

Weighted-average common shares outstanding

    76,345  

Basic earnings per common share

  $ 0.24  

Calculation of diluted EPS using if-converted method:

   
 
 

Net income from continuing operations

  $ 187,578  

Diluted weighted-average common shares outstanding

    103,804  

Diluted earnings per common share

  $ 1.81  

Calculation of diluted EPS using if-converted method:

   
 
 

Net income from discontinued operations

  $ 22,919  

Diluted weighted-average common shares outstanding

    103,804  

Diluted earnings per common share

  $ 0.22  

Stock-Based Compensation

        The Company accounts for stock compensation under ASC 718, "Compensation-Stock Compensation," which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant.

        The fair value for stock options was estimated at the date of grant using the Black-Scholes option-pricing model, which requires management to make certain assumptions. The risk-free interest rate was based on the U.S. Treasury spot rate with a term equal to the expected life assumed at the date of grant. Expected volatility was estimated based on the historical volatility of the Company's stock price over a period of 5.45 years, in order to match the expected life of the options at the grant date. The decline in the weighted average expected life compared to the prior years is due to the fact that the Company did not issue stock options in 2013 as well as lower amounts of stock options issued compared to years prior to 2013. Historically, at the grant date, there has been no expected dividend yield assumption since the Company has not paid any cash dividends on its common stock since its initial public offering in May 1994 and since the Company intends to retain all of its earnings to finance the development of its business for the foreseeable future. The weighted-average expected life was based on the contractual term of the stock option and expected employee exercise dates, which was based on the historical and expected exercise behavior of the Company's employees.

        The following are the weighted-average assumptions used in the Black-Scholes option-pricing model for the years ended December 31, 2014, 2013 and 2012:

Year ended December 31,
  2014   2013   2012  

Risk-free interest rate

    1.68 %   1.08 %   0.84 %

Expected volatility

    44.80 %   46.27 %   45.78 %

Dividend yield

             

Weighted-average expected life (years)

    5.45     6.57     6.64  

        See Note 17 for a discussion on the impact of the Spin-Off on the Company's stock-based equity awards.

103


Table of Contents

Segment Information

        The Company's Chief Executive Officer, who is the Company's Chief Operating Decision Maker ("CODM") as that term is defined in ASC 280, "Segment Reporting" ("ASC 280"), measures and assesses the Company's business performance based on regional operations of various properties grouped together based primarily on their geographic locations. In January 2014, the Company named Jay Snowden as its Chief Operating Officer and the Company decided in connection with this announcement to re-align its reporting structure. Starting in January 2014, the Company's reportable segments are: (i) East/Midwest, (ii) West, and (iii) Southern Plains.

        The East/Midwest reportable segment consists of the following properties: Hollywood Casino at Charles Town Races, Hollywood Casino Bangor, Hollywood Casino at Penn National Race Course, Hollywood Casino Lawrenceburg, Hollywood Casino Toledo, which opened on May 29, 2012, Hollywood Casino Columbus, which opened on October 8, 2012, Hollywood Gaming at Dayton Raceway, which opened on August 28, 2014, and Hollywood Gaming at Mahoning Valley Race Course, which opened on September 17, 2014. It also includes the Company's Casino Rama management service contract and the Plainville project in Massachusetts which the Company expects to open in June 2015. It also previously included Hollywood Casino Perryville which was contributed to GLPI on November 1, 2013 and is reported as discontinued operations.

        The West reportable segment consists of the following properties: Zia Park Casino and the M Resort, as well as the Jamul development project, which the Company anticipates completing in mid-2016.

        The Southern Plains reportable segment consists of the following properties: Hollywood Casino Aurora, Hollywood Casino Joliet, Argosy Casino Alton, Argosy Casino Riverside, Hollywood Casino Tunica, Hollywood Casino Gulf Coast (formerly Hollywood Casino Bay St. Louis), Boomtown Biloxi, and Hollywood Casino St. Louis (formerly Harrah's St. Louis which was acquired from Caesars Entertainment on November 2, 2012), and includes the Company's 50% investment in Kansas Entertainment, LLC ("Kansas Entertainment"), which owns the Hollywood Casino at Kansas Speedway. On July 30, 2014, the Company closed Argosy Casino Sioux City. It also previously included Hollywood Casino Baton Rouge which was contributed to GLPI on November 1, 2013 and is reported as discontinued operations.

        The Other category consists of the Company's standalone racing operations, namely Rosecroft Raceway, Sanford-Orlando Kennel Club, and the Company's joint venture interests in Sam Houston Race Park, Valley Race Park, and Freehold Raceway, as well as the Company's 50% joint venture with the Cordish Companies in New York. It also previously included the Company's Bullwhackers property, which was sold in July 2013. If the Company is successful in obtaining gaming operations at these locations, they would be assigned to one of the Company's reportable segments. The Other category also includes the Company's corporate overhead operations which does not meet the definition of an operating segment under ASC 280.

        The prior year amounts were reclassified to conform to the Company's new reporting structure in accordance with ASC 280. See Note 18 for further information with respect to the Company's segments.

Statements of Cash Flows

        The Company has presented the consolidated statements of cash flows using the indirect method, which involves the reconciliation of net (loss) income to net cash flow from operating activities.

Acquisitions

        The Company accounts for its acquisitions in accordance with ASC 805, "Business Combinations." The results of operations of acquisitions are included in the consolidated financial statements from their respective dates of acquisition.

104


Table of Contents

Variable Interest Entities

        In accordance with the authoritative guidance of ASC 810, "Consolidation" ("ASC 810"), the Company consolidates a VIE if the Company is the primary beneficiary, defined as the party that has both the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. A variable interest is a contractual, ownership or other interest that changes with changes in the fair value of the VIE's net assets exclusive of variable interests. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE or the holder of a significant variable interest in a VIE on an on-going basis for each such interest.

Certain Risks and Uncertainties

        The Company faces intense gaming competition in most of the markets where its properties operate. Various states are currently considering or implementing legislation to legalize or expand gaming. Such legislation presents potential opportunities for the Company to establish new properties; however, this also presents potential competitive threats to the Company's existing properties. For example, the Company's two facilities—one in Charles Town, West Virginia and one in Grantville, Pennsylvania—that each generated approximately 10% or more of our net revenues will face or have faced new sources of significant competition in the near term. Namely, Hollywood Casino at Charles Town Races and, to a lesser extent, Hollywood Casino at Penn National Race Course faced increased competition from the opening in June 2012 of a significant casino complex at the Arundel Mills mall in Anne Arundel, Maryland. The Horseshoe Baltimore Casino, which opened at the end of August 2014, has not had a significant negative impact on the operations of these two properties, however may have a negative impact in 2015 as the new facility becomes more established. Additionally, a mid-2016 opening of a casino operated by MGM in Prince George's County, Maryland will also negatively impact the operations at Hollywood Casino at Charles Town Races and, to a lesser extent, Hollywood Casino at Penn National Race Course.

        The Company's operations are dependent on its continued licensing by state gaming commissions. The loss of a license, in any jurisdiction in which the Company operates, could have a material adverse effect on future results of operations.

        The Company is dependent on each gaming property's local market for a significant number of its patrons and revenues. If economic conditions in these areas deteriorate or additional gaming licenses are awarded in these markets, the Company's results of operations could be adversely affected.

        The Company is dependent on the economy of the U.S. in general, and any deterioration in the national economic, energy, credit and capital markets could have a material adverse effect on future results of operations.

        The Company is dependent upon a stable gaming and admission tax structure in the locations that it operates in. Any change in the tax structure could have a material adverse affect on future results of operations.

6.     New Accounting Pronouncements

        In April 2014, the FASB issued guidance that amends the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Examples of a strategic shift that has (or will have) a major effect on an entity's operations and financial results could include a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. In addition, the amended guidance requires expanded disclosures for discontinued operations, including disclosures about a disposal of an

105


Table of Contents

individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The amendments are effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company early adopted this revised guidance and will apply the amendments to all disposals of a component of the Company going forward.

        In May 2014, the FASB issued new revenue recognition guidance, which will supersede nearly all existing revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, the new guidance implements a five-step process for customer contract revenue recognition. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. This new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early adoption is prohibited. Entities can transition to the new guidance either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the new revenue recognition guidance will have on the consolidated financial statements.

7.     Acquisitions and Other Recent Business Ventures

Jamul Indian Village

        On April 5, 2013, the Company announced that, subject to final National Indian Gaming Commission approval, it and the Jamul Indian Village of California (the "Tribe") had entered into definitive agreements to jointly develop a Hollywood Casino-branded casino on the Tribe's trust land in San Diego County, California. The definitive agreements were entered into to: (i) secure the development, management, and branding services of the Company to assist the Tribe during the pre-development and entitlement phase of the project; (ii) set forth the terms and conditions under which the Company will provide a loan or loans to the Tribe to fund certain development costs; and (iii) create an exclusive arrangement between the parties.

        The Tribe is a federally recognized Indian Tribe holding a government-to-government relationship with the U.S. through the U.S. Department of the Interior's Bureau of Indian Affairs and possessing certain inherent powers of self-government. The Tribe is the beneficial owner of approximately six acres of reservation land located within the exterior boundaries of the State of California held by the U.S. in trust for the Tribe (the "Property"). The Tribe exercises jurisdiction over the Property pursuant to its powers of self-government and consistent with the resolutions and ordinances of the Tribe. The arrangement between the Tribe and the Company provides the Tribe with the expertise, knowledge and capacity of a proven developer and operator of gaming facilities and provides the Company with the exclusive right to administer and oversee planning, designing, development, construction management, and coordination during the development and construction of the project as well as the management of a gaming facility on the Property.

        The proposed $360 million development project will include a three-story gaming and entertainment facility of approximately 200,000 square feet featuring over 1,700 slot machines, 43 live table games, including poker, multiple restaurants, bars and lounges and a partially enclosed parking structure with over 1,800 spaces. In mid-January 2014, the Company announced the commencement of construction activities at the site and it is anticipated that the facility will open in mid-2016. The Company currently provides financing to the Tribe in connection with the project and, upon opening, will manage and provide branding for the casino. The Company has a conditional loan commitment to

106


Table of Contents

the Tribe (that can be terminated under certain circumstances) for up to $400 million and anticipates it will fund approximately $360 million related to this development.

        The Company is accounting for the development agreement and related loan commitment letter with the Tribe as a loan (note receivable) with accrued interest in accordance with ASC 310, "Receivables." The loan represents advances made by the Company to the Tribe for the development and construction of a gaming facility for the Tribe on reservation land. As such, the Tribe will own the casino and its related assets and liabilities. San Diego Gaming Ventures, LLC (a wholly-owned subsidiary of the Company) is a separate legal entity established to account for the loan and, upon completion of the project and subsequent commencement of gaming operations on the Property, will be the Penn entity which receives management and licensing fees from the Tribe. The Company has a note receivable with the Tribe for $62.0 million and $7.0 million, which includes accrued interest of $3.3 million and $0.5 million, at December 31, 2014 and 2013, respectively. The note receivable is included in other assets within the consolidated balance sheets. Collectability of the note receivable will be derived from the revenues of the casino operations once the project is completed. Based on the Company's current progress with this project, the Company believes collectability of the note is highly certain. However, in the event that the Company's internal projections related to the profitability of this project and/or the timing of the opening are inaccurate, the Company may be required to record a reserve related to the collectability of this note receivable.

        The Company considered whether the arrangement with the Tribe represents a variable interest that should be accounted for pursuant to the VIE subsections of ASC 810. The Company noted that the scope and scope exceptions of ASC 810-10-15-12(e) states that a reporting entity shall not consolidate a government organization or financing entity established by a government organization (other than certain financing entities established to circumvent the provisions of the VIE subsections of ASC 810). Based on the status of the Tribe as a government organization, the Company believes its arrangement with the Tribe is not within the scope defined by ASC 810.

Plainridge Racecourse Acquisition

        In September 2013, the Company entered into an option and purchase agreement to purchase Plainridge Racecourse in Massachusetts with the sellers having no involvement in the business or operations from that date forward. The Company subsequently began to operate Plainridge Racecourse effective January 1, 2014 pursuant to a temporary operations agreement. On February 28, 2014, the Massachusetts Gaming Commission awarded the Company a Category Two slots-only gaming license, and in early March 2014, the Company exercised its option to purchase Plainridge Racecourse. This acquisition reflects the continuing efforts of the Company to expand its gaming operations through the development of new gaming properties. The fixed portion of the purchase price was paid on April 11, 2014. The option and purchase agreement also contained contingent purchase price consideration that is calculated based on the actual earnings of the gaming operations over the first ten years of operations. The first payment will be made 60 days after the completion of the first four full fiscal quarters of operation, and every year for nine years after the first payment. At the time of acquisition, the fair value of the contingent purchase price consideration was determined to be $18.5 million based on an income approach from the Company's internal earning projections and was discounted at a rate consistent with the risk a third party market participant would require holding the identical instrument as an asset. At each reporting period, the Company assesses the fair value of this obligation and changes in its value are recorded in earnings. The fair value of this liability, which is included in other non-current liabilities on the consolidated balance sheet, was determined to be $19.2 million at December 31, 2014. The amount included in general and administrative expenses related to the change in fair value of this obligation was $0.7 million for the year ended December 31, 2014. The preliminary purchase price allocation resulted in an increase in land and buildings of $57.9 million and $3.0 million of goodwill.

        Plainridge Park Casino is anticipated to be a $225 million (inclusive of licensing fees) fully integrated racing and gaming facility featuring live harness racing and simulcasting with 1,250 gaming

107


Table of Contents

devices, various dining and entertainment options, structured and surface parking, and a two story clubhouse with approximately 55,000 square feet. On March 14, 2014, the Company broke ground on the facility, and on March 28, 2014, paid the $25 million gaming license fee associated with the facility which was recorded in other intangible assets on the consolidated balance sheet. The Company expects Plainridge Park Casino to open in June 2015.

Harrah's St. Louis Acquisition

        On November 2, 2012, the Company closed on the agreement to acquire 100% of the equity of Harrah's St. Louis gaming and lodging facility from Caesars Entertainment for a final purchase price of $615.2 million. While the acquisition was a stock transaction, it was treated as an asset transaction for tax purposes. This enables the Company to amortize the goodwill and other fair value adjustments for tax purposes. The acquisition reflects the continuing efforts of the Company to expand its regional operating platform with a facility in a large metropolitan market. At the end of 2013, the Company completed the process of transitioning the property to its Hollywood Casino-brand name. The purchase price of the transaction was funded through an add-on to the Company's previous senior secured credit facility. The final purchase price allocation, net of cash acquired of $12.3 million, resulted in an increase to goodwill and other intangible assets, property and equipment, net, total current assets, and total current liabilities, of $386.5 million, $225.1 million, $0.6 million, and $9.3 million, respectively, based on their estimated fair values at November 2, 2012.

        The St. Louis facility is located adjacent to the Missouri River in Maryland Heights, Missouri, directly off I-70 and approximately 22 miles northwest of downtown St. Louis. The facility is situated on 248 acres along the Missouri River and features 645,270 of property square footage with 2,112 slot machines, 57 table games, 21 poker tables, a 502 guestroom hotel, nine dining and entertainment venues, and structured and surface parking for approximately 4,600 spaces.

8.     Investment In and Advances to Unconsolidated Affiliates

        As of December 31, 2014, investment in and advances to unconsolidated affiliates primarily included the Company's 50% investment in Kansas Entertainment, which is a joint venture with International Speedway Corporation ("International Speedway"), its 50% interest in Freehold Raceway and its 50% joint venture with MAXXAM, Inc. ("MAXXAM") that owns and operates racetracks in Texas. These investments are more fully described below.

Kansas Entertainment

        Kansas Entertainment opened its Hollywood-themed facility on February 3, 2012. The facility features 244,791 of property square footage with 2,000 slot machines, 40 table games and 12 poker tables, a 1,253 space parking structure, as well as a variety of dining and entertainment facilities. The Company and International Speedway shared equally in the cost of developing and constructing the facility and the Company's share totaled $140.1 million, inclusive of licensing fees. As of December 31, 2014 and 2013, the Company's investment balance was $115.5 million and $127.8 million, respectively. During the year ended December 31, 2012, the Company funded $39.1 million for capital expenditures and other operating expenses. During the years ended December 31, 2014, 2013 and 2012, the Company received distributions from Kansas Entertainment totaling $23.0 million, $21.5 million and $13.0 million, respectively, which the Company deemed to be returns on its investment based on the source of those cash flows from the normal business operations of Kansas Entertainment.

        Per the Development Agreement with the Unified Government of Wyandotte County/Kansas City, Kansas ("Unified Government"), Kansas Entertainment is subject to a 1.0 percent of gross gaming revenue penalty if it had not commenced construction on an adjacent hotel by the second anniversary of its opening, which was February 2014. In June 2014, the Unified Government approved an extension of the construction commencement date to give the Unified Government time to complete a feasibility analysis for a new convention center that could be integrated with the hotel. If the Unified

108


Table of Contents

Government had formally resolved to develop a convention center to be integrated with the proposed hotel, then Kansas Entertainment and the Unified Government would have mutually agreed on a new groundbreaking date. However, the Unified Government decided not to proceed with the integrated development, leaving Kansas Entertainment 100 days after the Unified Government's notification of its decision. Consequently, Kansas Entertainment has until April 10, 2015, subject to any additional time taking into account that groundbreaking cannot realistically occur during winter conditions, to commence construction prior to the enforcement of the aforementioned penalty.

        The final decision to move forward with the proposed hotel will be market-based and subject to approval by Kansas Entertainment's Board of Directors. Should Kansas Entertainment ultimately not build the hotel it will be subject to the penalty from the second anniversary of its opening forward. Accordingly, beginning February 2014, Kansas Entertainment began recording expense equal to 1.0 percent of gross gaming revenue since it did not proceed with construction of a hotel by the original deadline. Included in income from unconsolidated affiliates within the consolidated statement of operations for the year ended December 31, 2014 was approximately $0.6 million in expense related to this penalty.

        The Company determined that Kansas Entertainment qualified as a VIE at December 31, 2014 and 2013. The Company did not consolidate its investment in Kansas Entertainment at, and for the years ended December 31, 2014 and 2013, as the Company determined that it did not qualify as the primary beneficiary of Kansas Entertainment at, and for the years ended December 31, 2014 and 2013, primarily as it did not have the ability to direct the activities of Kansas Entertainment that most significantly impacted Kansas Entertainment's economic performance without the input of International Speedway. In addition, the Company determined that International Speedway had substantive participating rights in Kansas Entertainment at, and for the years ended December 31, 2014 and 2013.

Texas Joint Venture

        On April 8, 2011, following final approval by the Texas Racing Commission, the Company completed its investment in a joint venture with MAXXAM that owns and operates the Sam Houston Race Park in Houston, Texas and the Valley Race Park in Harlingen, Texas, and holds a license for a planned racetrack in Laredo, Texas. Under the terms of the joint venture, the Company secured a 50% interest in the joint venture, which has sole ownership of the above facilities including interests in 168 acres at Sam Houston Race Park, 71 acres at Valley Race Park, and an option to purchase 135 acres for the planned racetrack in Laredo, Texas.

        Sam Houston Race Park, which opened in April 1994, is located 15 miles northwest from downtown Houston along Beltway 8. Sam Houston Race Park hosts thoroughbred and quarter horse racing and offers daily simulcast operations, as well as hosts various special events, private parties and meetings, concerts and national touring festivals throughout the year. Valley Race Park, which was opened in 1990 and acquired by Sam Houston Race Park in 2000, features 118,216 of property square footage as a dog racing and simulcasting facility located in Harlingen, Texas.

        The Company intends to work collaboratively with MAXXAM to strengthen and enhance the existing racetrack operations as well as pursue other opportunities, including the potential for gaming operations at the pari-mutuel facilities, to maximize the overall value of the business. As part of the agreement for the joint venture, the Company agreed to fund, upon the legalization of gaming, a loan to the joint venture for up to $375 million to cover development costs that cannot be financed through third party debt. This loan commitment is in place through December 31, 2015, however it may be extended to December 31, 2016 in order to obtain gaming referendum approval in the event gaming legislation approval has occurred prior to December 31, 2015. If the joint venture elects to utilize the loan, the rates to be paid will be LIBOR plus 800 to 900 basis points for a senior financing and an additional 500 to 600 basis points for a subordinated financing.

        The Company determined that the Texas joint venture did not qualify as a VIE at December 31, 2014 and 2013. Using the guidance for entities that are not VIEs, the Company determined that it did

109


Table of Contents

not have a controlling financial interest in the joint venture at, and for the years ended December 31, 2014 and 2013, 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 MAXXAM. Therefore, the Company did not consolidate its investment in the joint venture at, and for the years ended December 31, 2014 and 2013.

New Jersey Joint Venture

        Through its joint venture with Greenwood Limited Jersey, Inc. ("Greenwood"), the Company owns 50% of Freehold Raceway, located in Freehold, New Jersey. The property features a half-mile standardbred race track and a 117,715 square foot grandstand.

        The Company determined that the New Jersey joint venture did not qualify as a VIE at December 31, 2014 and 2013. 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 at, and for the years ended December 31, 2014 and 2013, 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 Greenwood. Therefore, the Company did not consolidate its investment in the joint venture at, and for the years ended December 31, 2014 and 2013.

9.     Property and Equipment

        Property and equipment, net, consists of the following:

December 31,
  2014   2013  
 
  (Restated)
  (Restated)
 
 
  (in thousands)
 

Property and equipment—non-leased

             

Land and improvements

  $ 42,350   $ 14,713  

Building and improvements

    173,043     156,443  

Furniture, fixtures, and equipment

    1,213,143     1,190,252  

Leasehold improvements

    120,984     49,238  

Construction in progress

    69,367     25,389  

    1,618,887     1,436,035  

Less accumulated depreciation

    (988,490 )   (929,403 )

    630,397     506,632  

Property and equipment—leased

             

Land and improvements

    382,702     382,555  

Building and improvements

    2,219,018     2,050,503  

Construction in progress

        61,677  

    2,601,720     2,494,735  

Less accumulated depreciation

    (562,385 )   (484,487 )

    2,039,335     2,010,248  

Property and equipment, net

  $ 2,669,732   $ 2,516,880  

        During the year ended December 31, 2014, total property and equipment, net increased by $152.9 million primarily due to the acquisition of Plainridge Racecourse (see Note 7), construction costs for the development of Plainridge Park Casino, the addition of a new hotel at Zia Park Casino and the addition of two new racinos in Ohio, as well as normal capitalized maintenance expenditures, all of which were partially offset by depreciation expense for the year ended December 31, 2014.

        Depreciation expense, for property and equipment as well as capital leases, totaled $255.4 million, $287.3 million, and $232.6 million in 2014, 2013 and 2012. Depreciation expense on the Master Lease

110


Table of Contents

assets was $89.8 million and $14.8 million for the years ended December 31, 2014 and 2013, respectively. Interest capitalized in connection with major construction projects was $0.9 million, $1.4 million, and $8.4 million in 2014, 2013 and 2012, respectively.

        During the second quarter of 2014, the Company recorded an impairment charge of $4.6 million to write-down certain idle assets to their estimated salvage value. During the fourth quarter of 2013, in conjunction with the relocation of the Company's two racetracks in Ohio, the Company recorded an impairment charge of $2.2 million for the parcels of land that the racetracks resided on, as the land was reclassified as held for sale.

10.   Goodwill and Other Intangible Assets

        Remaining goodwill consists mainly of goodwill from the acquisitions of Boomtown Biloxi in August 2000, Hollywood Casino Corporation in March 2003, Argosy Gaming Company in October 2005, Zia Park Casino in April 2007, and Hollywood Casino St. Louis in November 2012. A reconciliation of goodwill and accumulated goodwill impairment losses is as follows (in thousands):

 
  As
Restated
 

Balance at December 31, 2012:

       

Goodwill

  $ 2,214,546  

Accumulated goodwill impairment losses

    (833,857 )

Goodwill, net

  $ 1,380,689  

Goodwill impairment losses

    (348,887 )

Contribution of Hollywood Casino Baton Rouge to GLPI

    (75,521 )

Other

    (4,328 )

Balance at December 31, 2013:

       

Goodwill

  $ 2,134,697  

Accumulated goodwill impairment losses

    (1,182,744 )

Goodwill, net

  $ 951,953  

Goodwill acquired

    3,052  

Goodwill impairment losses

    (80,821 )

Balance at December 31, 2014:

       

Goodwill

  $ 2,137,749  

Accumulated goodwill impairment losses

    (1,263,565 )

Goodwill, net

  $ 874,184  

        Indefinite-life intangible assets consist mainly of gaming licenses. The table below presents the gross carrying value, accumulated amortization, and net book value of each major class of other intangible assets at December 31, 2014 and 2013:

 
  December 31, 2014   December 31, 2013  
 
  (as restated)
  (as restated)
 
 
  (in thousands)
 
 
  Gross
Carrying
Value
  Accumulated
Amortization
  Net Book
Value
  Gross
Carrying
Value
  Accumulated
Amortization
  Net Book
Value
 

Indefinite-life intangible assets

  $ 418,991   $   $ 418,991   $ 223,834   $   $ 223,834  

Argosy Casino Sioux City gaming license

    20,949     20,949         20,949     12,569     8,380  

Other intangible assets

    56,126     55,664     462     55,665     53,621     2,044  

Total

  $ 496,066   $ 76,613   $ 419,453   $ 300,448   $ 66,190   $ 234,258  

111


Table of Contents

        Other intangible assets increased by $185.2 million for the year ended December 31, 2014 primarily due to gaming license fees of $100.0 million for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course, the capitalization of relocation fees associated with obtaining the gaming licenses for these two facilities totaling $150.0 million, a $25.0 million gaming license fee associated with Plainridge Park Casino (see Note 7), all of which were partially offset by impairment charges and amortization for the year ended December 31, 2014.

        In June 2013, the Company finalized the terms of its memorandum of understanding with the State of Ohio, which included an agreement by the Company to pay a relocation fee in return for being able to relocate its existing racetracks in Toledo and Grove City to Dayton and Austintown, respectively. Upon opening, the relocation fee for each new racino was recorded at the present value of the contractual obligation, which was calculated to be $75 million based on the 5% discount rate included in the agreement (See Note 12 for further details on the obligation). Half of the gaming license fee for both Ohio racinos has been paid ($10 million for each facility in the second quarter of 2014 and $15 million upon opening for each facility) with the remaining $50 million ($25 million for each facility) due one year from commencement of operations. The remaining gaming license fees to be paid are included in accrued expenses within the consolidated balance sheet at December 31, 2014.

        For the year ended December 31, 2014, the Company recorded goodwill and other intangible assets impairment charges of $80.8 million and $74.5 million, respectively, as of valuation date of October 1, 2014, the date of its annual impairment test, as it determined that a portion of the value of its goodwill and other intangible assets was impaired due to the Company's outlook of continued challenging regional gaming conditions at certain properties which persisted in 2014 in its Southern Plains segment, as well as for the write-off of a trademark intangible asset in the West segment.

        For the year ended December 31, 2013, the Company recorded goodwill and other intangible assets impairment charges of $249.3 million and $311.0 million, respectively, as of valuation date of October 1, 2013, (the date of its annual impairment test), and $30.9 million and $133.1 million, respectively, as of valuation date of November 1, 2013 (the Spin-Off date), as it determined that portions of the value of its goodwill and other intangible assets were impaired. Subsequent to the Spin-Off, the Company is responsible monthly for a single significant financing payment to GLPI under the Master Lease. For impairment valuation purposes, the Company allocates the financing payment to its reporting units that utilize property that is subject to the Master Lease.

        Additionally, as a result of a new gaming license being awarded for the development of a new casino in Sioux City, Iowa to another applicant in April 2013 (see Note 14 for further details), the Company recorded a goodwill and other intangible asset impairment charge of $68.7 million and $3.1 million, respectively, for Argosy Casino Sioux City during the year ended December 31, 2013, as the Company determined that the fair value of its Sioux City reporting unit was less than its carrying amount based on the Company's analysis of the estimated future expected cash flows the Company anticipated receiving from the operations of the Sioux City facility. Furthermore, the remaining gaming license for Argosy Casino Sioux City of $20.9 million at time of the impairment was accounted for as a definite lived intangible asset and was amortized on a straight line basis through June 2014, the opening date of the new facility.

        In addition, in conjunction with the Spin-Off, the Company contributed Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which had goodwill of $75.5 million and a gaming license of $9.6 million, respectively, to GLPI on November 1, 2013.

        The Company's intangible asset amortization expense was $11.4 million, $16.1 million, and $0.8 million for the years ended December 31, 2014, 2013 and 2012, respectively.

112


Table of Contents

        The following table presents expected intangible asset amortization expense based on existing intangible assets at December 31, 2014 (in thousands):

2015

  $  

2016

    33  

2017

    66  

2018

    66  

2019

    66  

Thereafter

    231  

Total

  $ 462  

        The Company's remaining goodwill and other intangible assets by reporting unit at December 31, 2014 is shown below (in thousands):

Reporting Unit
  Goodwill   Other
Intangible
Assets
 
 
  (as restated)
  (as restated)
 

Hollywood Casino St. Louis

  $ 205,783   $ 58,418  

Hollywood Casino Aurora

    207,207      

Argosy Casino Riverside

    154,332     4,964  

Zia Park Casino

    142,359      

Hollywood Gaming at Dayton Raceway

    15,339     125,000  

Hollywood Gaming at Mahoning Valley Race Course

        125,000  

Hollywood Casino at Penn National Race Course

    1,497     67,607  

Hollywood Casino Lawrenceburg

    63,189      

Hollywood Casino Tunica

    44,042      

Plainridge Park Casino

    3,052     25,297  

Boomtown Biloxi

    22,365      

Argosy Casino Alton

    9,863     8,285  

Hollywood Casino Joliet

        3,724  

Others

    5,156     1,158  

Total

  $ 874,184   $ 419,453  

11.   Investment in Corporate Securities

        In 2008, the Company made an investment in the corporate debt securities of another gaming company which had a maturity date of November 1, 2012. This investment was accounted for as an available-for-sale investment and was included in other assets within the consolidated balance sheet. During 2010, the issuer of the security went into default on its obligations as it ceased making interest payments and the security was downgraded by certain rating agencies. As a result, in 2010, the Company wrote down the investment to its fair value, which was based on the transaction prices of the security subsequent to when the issuer defaulted on its obligations. In April 2011, the issuer of the security declared bankruptcy. In 2013, the Company received a distribution of $6.9 million from the finalization of bankruptcy proceedings, which resulted in the recognition of a $1.5 million gain, which is included in other income (expenses) within the consolidated statement of operations, during the year ended December 31, 2013.

113


Table of Contents

12.   Long-term Debt

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

December 31,
  2014   2013  
 
  (Restated)
  (Restated)
 
 
  (in thousands)
 

Senior secured credit facility

  $ 807,500   $ 750,000  

$300 million 5.875% senior unsecured notes due November 1, 2021

    300,000     300,000  

Other long-term obligations

    135,000      

Capital leases

    25,137     26,953  

    1,267,637     1,076,953  

Less current maturities of long-term debt

    (30,853 )   (27,598 )

Less discount on senior secured credit facility Term Loan B

    (1,056 )   (1,224 )

Less debt issuance costs, net of accumulated amortization of $6.8 million and $0.9 million, respectively

    (25,151 )   (30,734 )

  $ 1,210,577   $ 1,017,397  

        The following is a schedule of future minimum repayments of long-term debt as of December 31, 2014 (in thousands):

2015

  $ 30,853  

2016

    77,813  

2017

    66,002  

2018

    464,173  

2019

    17,351  

Thereafter

    611,445  

Total minimum payments

  $ 1,267,637  

Senior Secured Credit Facility

        On October 30, 2013, the Company entered into a new senior secured credit facility. The new senior secured credit facility consists of a five year $500 million revolver, a five year $500 million Term Loan A facility, and a seven year $250 million Term Loan B facility. The Term Loan A facility was priced at LIBOR plus a spread (ranging from 2.75% to 1.25%) based on the Company's consolidated total net leverage ratio as defined in the new senior secured credit facility. The Term Loan B facility was priced at LIBOR plus 2.50%, with a 0.75% LIBOR floor. In connection with the repayment of the previous senior secured credit facility, the Company recorded a $21.5 million loss on the early extinguishment of debt for the year ended December 31, 2013 related to debt issuance costs write-offs and the write-off of the discount on the Term Loan B facility of the previous senior secured credit facility.

        The Company's senior secured credit facility had a gross outstanding balance of $807.5 million at December 31, 2014, consisting of a $475.0 million Term Loan A facility, a $247.5 million Term Loan B facility, and $85.0 million outstanding on the revolving credit facility. This compares with a $750 million gross outstanding balance at December 31, 2013 which consisted of a $500 million Term Loan A facility and a $250 million Term Loan B facility. No balances were outstanding on the revolving credit facility at December 31, 2013. Additionally, at December 31, 2014 and 2013, the Company was contingently obligated under letters of credit issued pursuant to the senior secured credit facility with face amounts aggregating $23.0 million and $22.1 million, respectively, resulting in $392.0 million and $477.9 million of available borrowing capacity as of December 31, 2014 and 2013, respectively, under the revolving credit facility.

114


Table of Contents

        The payment and performance of obligations under the senior secured credit facility are guaranteed by a lien on and security interest in substantially all of the assets (other than excluded property such as gaming licenses) of the Company and its subsidiaries.

Redemption of 83/4% Senior Subordinated Notes

        In the fourth quarter of 2013, the Company redeemed all of its $325 million 83/4% senior subordinated notes, which were due in 2019 ("83/4% Notes"). In connection with this redemption, the Company recorded a $40.2 million loss on the early extinguishment of debt for the year ended December 31, 2013 related to debt issuance costs write-offs of $5.5 million and the call premium on the 83/4% Notes of $34.7 million.

5.875% Senior Unsecured Notes

        On October 30, 2013, the Company completed an offering of $300 million 5.875% senior unsecured notes that mature on November 1, 2021 (the "5.875% Notes") at a price of par. Interest on the 5.875% Notes is payable on May 1 and November 1 of each year. The 5.875% Notes are senior unsecured obligations of the Company. The 5.875% Notes will not be 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 5.875% Notes at any time, and from time to time, on or after November 1, 2016, at the declining redemption premiums set forth in the indenture governing the 5.875% Notes, together with accrued and unpaid interest to, but not including, the redemption date. Prior to November 1, 2016, the Company may redeem the 5.875% Notes at any time, and from time to time, at a redemption price equal to 100% of the principal amount of the 5.875% Notes redeemed plus a "make-whole" redemption premium described in the indenture governing the 5.875% Notes, together with accrued and unpaid interest to, but not including, the redemption date. In addition, the 5.875% Notes may be redeemed prior to November 1, 2016 from net proceeds raised in connection with an equity offering as long as the Company pays 105.875% of the principal amount of the 5.875% Notes, redeems the 5.875% Notes within 180 days of completing the equity offering, and at least 60% of the 5.875% Notes originally issued remains outstanding.

        The Company used the proceeds of the new senior secured credit facility, new 5.875% Notes, and cash on hand, to repay its previous senior secured credit facility, to fund the cash tender offer to purchase any and all of its 83/4% Notes and the related consent solicitation to make certain amendments to the indenture governing the 83/4% Notes, to satisfy and discharge such indenture, to pay related fees and expenses and for working capital purposes.

GLPI indebtedness

        Immediately before the Spin-Off on October 30, 2013, while GLPI was a wholly-owned subsidiary of the Company, GLPI raised $2.35 billion of debt financing, which was part of the net assets contributed to GLPI as part of the Spin-Off. See Note 3 for further discussion.

Other Long-Term Obligations

        Other long term obligations at December 31, 2014 of $135.0 million relates to the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course. The relocation fee for each facility is payable as follows: $7.5 million upon the opening of the facility and eighteen semi-annual payments of $4.8 million beginning one year from the commencement of operations. This obligation was measured at its present value and is accreted to interest expense at an effective yield of 5.0%. The amount included in interest expense related to this obligation was $2.1 million for the year ended December 31, 2014.

        In September 2012, the Company received $10 million under a subscription agreement entered into between A3 Gaming Investments, LLC, an investment vehicle owned by the previous owner of the M Resort ("A3 Gaming Investments"), and LV Gaming Ventures, LLC, a wholly-owned subsidiary of

115


Table of Contents

the Company and holder of the assets of the M Resort ("LV Gaming Ventures"). The subscription agreement entitled A3 Gaming Investments to invest in a limited liability membership interest in LV Gaming Ventures, which was scheduled to mature on October 1, 2016. The investment entitled A3 Gaming Investments to annual payments and a settlement value based on the earnings levels of the M Resort. In accordance with ASC 480, "Distinguishing Liabilities from Equity," the Company determined that this obligation was a financial instrument and as such should be recorded as a liability within debt. Changes in the settlement value, if any, were accreted to interest expense through the maturity date of the instrument. In September 2013, the Company entered into an agreement to terminate the subscription agreement, which was repaid on October 22, 2013 for $16 million. During the year ended December 31, 2013, the Company recorded a charge of $3.8 million, and $2.2 million in interest expense on this instrument.

Capital Leases

        Capital leases are primarily comprised of a ten year corporate airplane lease that expires in August 2016, which has a ten year renewal option. The lease obligation has been recorded at the lessor's initial cost of the plane and totaled $24.9 million at both December 31, 2014 and 2013, since the agreement has broad based default provisions that could result in potential damages equal to this amount. The lease obligation was classified as a capital lease based on the provisions of ASC 840 "Leases" which requires that the remedies for events of default under the provision described in this scenario be included in the minimum lease payment calculation for purposes of lease classification and that the probability of such an event of default will occur is not relevant to this determination.

Covenants

        The Company's senior secured credit facility and 5.875% Notes require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests, including fixed charge coverage, interest coverage, senior leverage and total leverage ratios. In addition, the Company's senior secured credit facility and 5.875% Notes restrict, among other things, its 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.

        At December 31, 2014, the Company was in compliance with all required financial covenants. The Company has received a waiver through March 15, 2016, from its lenders under its senior secured credit facility to file its financial statements with the SEC through the quarter ended September 30, 2015. Additionally, starting on February 8, 2016, the Company is required to pay an additional 25 basis points annually under its $300 million senior unsecured notes until the Company becomes current with its SEC filings.

13.   Master Lease Financing Obligation (Restatement)

        The Company's lease obligation with GLPI that is described in Note 5 to the consolidated financial statements is accounted for as a financing obligation. The obligation was calculated at the inception of the transaction based on the future minimum lease payments discounted at 9.70%, which represents the estimated incremental borrowing rate over the lease term, including renewal options, that were reasonably assured of being exercised and the funded construction of certain leased real estate assets in development at the date of the Spin-Off. Total payments to GLPI under the Master Lease were $421.4 million and $69.5 million for the years ended December 31, 2014 and 2013, respectively, of which $379.2 million and $62.1 million, respectively, were recognized as interest expense. The interest expense recognized for the years ended December 31, 2014 and 2013 includes $40.9 million and $6.7 million, respectively from contingent payments associated with the monthly variable components for Hollywood Casino Columbus and Hollywood Casino Toledo.

116


Table of Contents

        In April 2014, an amendment to the Master Lease was entered into in order to revise certain provisions relating to the Company's Sioux City property. In accordance with the amendment, upon the cessation of gaming operations at Argosy Casino Sioux City on July 30, 2014 due to the termination of its gaming license, the annual payment to GLPI was reduced by $6.2 million. Additionally, the Company finalized its calculation of rent coverage in accordance with the appropriate provisions of the Master Lease to determine if an annual base payment escalator is due. The calculation of the escalator resulted in an increase to the Company's annual payment of $3.2 million starting November 1, 2014. Both of these items were recognized through yield adjustments to our financing obligation which reduced interest expense.

        The future minimum payments related to the Master Lease financing obligation with GLPI, at December 31, 2014 are as follows (in thousands):

2015

  $ 389,496  

2016

    389,496  

2017

    389,496  

2018

    378,716  

2019

    324,819  

Thereafter

    9,365,619  

Total minimum payments

    11,237,642  

Less amounts representing interest at 9.70%

    (8,013,880 )

Plus residual values

    387,751  

Present value of future minimum payments

    3,611,513  

Less current portion of financing obligation

    (46,884 )

Long-term portion of financing obligation

  $ 3,564,629  

14.   Commitments and Contingencies

Litigation

        The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions and other matters arising in the ordinary course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company's consolidated financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company's consolidated financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

        The following proceedings could result in costs, settlements, damages, or rulings that materially impact the Company's consolidated financial condition or operating results. The Company believes that it has meritorious defenses, claims and/or counter-claims with respect to these proceedings, and intends to vigorously defend itself or pursue its claims.

        Gaming licenses in Iowa are typically issued jointly to a gaming operator and a local charitable organization known as a QSO. The agreement between the Company's gaming operator subsidiary in Iowa, Belle of Sioux City, L.P. ("Belle"), and its QSO, Missouri River Historical Development, Inc. ("MRHD"), expired in early July 2012. On July 12, 2012, when presented with an extension of the Company's QSO/operating agreement for the Sioux City facility through March 2015, the Iowa Racing and Gaming Commission ("IRGC") refused to approve the extension. On April 18, 2013, the IRGC awarded the license to another gaming operator. In August 2013, the IRGC formally denied the Company's application for a renewal of its state license. The Belle filed numerous petitions challenging

117


Table of Contents

the IRGC's actions which have all been denied by the Iowa District Court in Polk County, Iowa. The Belle has filed a consolidated appeal which is pending before the Iowa Supreme Court. On July 30, 2014, Argosy Casino Sioux City ceased its operations.

        On October 21, 2011, the Ohio Roundtable filed a complaint in the Court of Common Pleas in Franklin County, Ohio against a number of defendants, including the Governor, the Ohio Lottery Commission and the Ohio Casino Control Commission. The complaint alleges a variety of substantive and procedural defects relative to the approval and implementation of video lottery terminals as well as several counts dealing with the taxation of standalone casinos. As intervenors, we, along with the other two casinos in Ohio, filed motions for judgment on the pleadings to supplement the position of the Racing Commission. In May 2012, the complaint was dismissed, and in March 2013, the Ohio appeals court upheld the dismissal. On April 30, 2013, plaintiffs requested the Ohio Supreme Court to hear an appeal of the decision, and the Ohio Supreme Court elected to accept the appeal. The appeal is currently pending.

Operating Lease Commitments

        The Company is liable under numerous operating leases for various assets, including but not limited to automobiles, and other equipment. Total rental expense under these other lease agreements was $33.3 million, $36.4 million, and $37.4 million for the years ended December 31, 2014, 2013 and 2012, respectively.

        The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2014 are as follows (in thousands):

Year ending December 31,
  Total  
 
  (Restated)
 

2015

  $ 3,910  

2016

    3,043  

2017

    2,583  

2018

    2,282  

2019

    1,529  

Thereafter

    15,831  

Total

  $ 29,178  

Capital Expenditure Commitments

        The Company's current construction program for 2015 calls for capital expenditures of approximately $121.9 million, of which the Company was contractually committed to spend approximately $18.3 million at December 31, 2014.

Purchase obligations

        The Company has obligations to purchase various goods and services totaling $44.4 million at December 31, 2014, of which $33.6 million will be incurred in 2015.

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 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 for the qualified retirement plan for the years ended December 31, 2014, 2013 and 2012 were $4.7 million, $4.6 million, and $3.7 million, respectively.

118


Table of Contents

        The Company also has a defined contribution plan, the Charles Town Races Future Service Retirement Plan, covering substantially all of its union employees at Hollywood Casino at Charles Town Races. Hollywood Casino at Charles Town Races makes annual contributions to this plan for the eligible union employees and to the Penn National Gaming, Inc. 401(k) Plan for the eligible non-union employees for an amount equal to the amount accrued for retirement expense, which is calculated as 0.25% of the daily mutual handle, 1.0% of net video lottery revenue up to a base and, after the base is met, it reverts to 0.5% and 0.84% of table and poker revenue, respectively. The contributions for the two plans at Hollywood Casino at Charles Town Races for the years ended December 31, 2014, 2013 and 2012 were $3.0 million, $3.6 million, and $3.9 million, respectively.

        The Company maintains a non-qualified deferred compensation plan that covers most management and other highly-compensated employees. This plan was effective March 1, 2001. The 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 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 non-qualified deferred compensation plan for the years ended December 31, 2014, 2013 and 2012 were $1.9 million, $2.3 million, and $2.7 million, respectively. The Company's deferred compensation liability, which was included in other current liabilities within the consolidated balance sheets, was $61.4 million and $53.7 million at December 31, 2014 and 2013, respectively.

Labor Agreements

        The Company is required to have agreements with the horsemen at the majority of its racetracks to conduct its 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.

        At Hollywood Casino at Charles Town Races, the Company has an agreement with the Charles Town Horsemen's Benevolent and Protective Association that expired on December 31, 2013 and has been extended on a month-to-month basis while negotiations are in progress. Hollywood Casino at Charles Town Races also has an agreement with the breeders that expires on June 30, 2015. Additionally, the pari-mutuel clerks at Charles Town are represented under a collective bargaining agreement with the West Virginia Union of Mutuel Clerks, which expired on December 31, 2010 and has been extended on a month-to-month basis while negotiations are in process.

        The Company's agreement with the Pennsylvania Horsemen's Benevolent and Protective Association at Hollywood Casino at Penn National Race Course expires on January 31, 2016. The Company had a collective bargaining agreement with Local 137 of the Sports Arena Employees at Penn National Race Course with respect to on-track pari-mutuel clerks and admissions personnel which expired on December 31, 2011. In August 2012, Local 137 of the Sports Arena Employees announced that they entered into a "voluntary supervision" agreement with their international union, Laborers' International Union of North America ("LIUNA") Local 108. In February 2014, a new agreement with LIUNA Local 108 for on-track and OTWs bargaining units was ratified for three years.

        The Company's agreement with the Maine Harness Horsemen Association at Bangor Raceway continues through the conclusion of the 2015 racing season.

        In March of 2014, Hollywood Gaming at Mahoning Valley Race Course entered into an agreement with the Ohio Horsemen's Benevolent and Protective Association. The term is for a period of ten years from the September 2014 commencement of video lottery terminal operations at that facility.

119


Table of Contents

        The Company's agreement with the Ohio Harness Horsemen's Association for racing at Hollywood Gaming at Dayton Raceway expired on December 31, 2014 but is still in effect pending the ongoing negotiations of a successor agreement.

        Rosecroft Raceway entered into agreements with the Cloverleaf Standardbred Owners Association ("CSOA") and Maryland Standardbred Breeder's Association ("MSBA") as of July 5, 2011. CSOA's agreement has been extended through December 31, 2020 with certain termination provisions. The MSBA agreement has been extended through December 31, 2020. Additionally, Rosecroft Raceway has entered into agreements with the United Food and Commercial Workers Union ("UFCW") Local 27 and the Seafarers Entertainment and Allied Trade Union ("SEATU") for certain bargaining positions at the racetrack. The UFCW Local 27 agreement was ratified on December 13, 2014 and expires on November 30, 2019. The SEATU agreement expires on November 30, 2020.

        Across certain of the Company's properties, SEATU represents approximately 1,280 of the Company's employees under agreements that expire at various times between November 2015 and May 2022. At Hollywood Casino Lawrenceburg and Argosy Casino Riverside, the SEATU agreements expired in June 2014 and October 2013, respectively, and both have been extended on a monthly basis while negotiations are in process. At Hollywood Casino Joliet, the Hotel Employees and Restaurant Employees Union Local 1 represents approximately 191 employees under a collective bargaining agreement which expires on March 31, 2015. At Hollywood Casino Columbus and Hollywood Casino Toledo, a council comprised of the United Auto Workers and the United Steel Workers represents approximately 1,321 employees under a collective bargaining agreement which ends on November 15, 2019. In addition, at some of the Company's properties, the Security Police and Fire Professionals of America, the International Brotherhood of Electronic Workers Locals 176 and 649, the LIUNA Public Serviced Employees Local 1290PE, and the United Industrial, Service, Transportation, Professional and Government Workers of North America represent certain of the Company's employees under collective bargaining agreements that expire at various times between June 2015 and September 2025. None of these additional unions represent more than 85 of the Company's employees.

        If the Company fails to maintain operative agreements with the horsemen at a track, it will not be permitted to conduct live racing and export and import simulcasting at that track and OTWs and, in West Virginia, the Company will not be permitted to operate its gaming machines and table games unless the state intervenes or changes the statute. In addition, the Company's simulcasting agreements are subject to the horsemen's approval. If the Company fails to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse effect on its business, financial condition and results of operations. Except for the closure of the facilities at Penn National Race Course and its OTWs from February 16, 1999 to March 24, 1999 due to a horsemen's strike, and a few days at other times and locations, the Company has been able to maintain the necessary agreements. There can be no assurance that the Company will be able to maintain the required agreements.

15.   Income Taxes

        The following table summarizes the tax effects of temporary differences between the financial statement carrying value 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 permit use of our existing deferred tax assets. In connection with the failed spin-off-leaseback, the Company's real property assets associated with the Master Lease and the Company's financing obligation totaled $2.00 billion and $3.52 billion, respectively, on November 1, 2013, which resulted in a substantial increase to our net deferred tax assets of $599.9 million. ASC 740 suggests that additional scrutiny should be given to deferred taxes of an entity with cumulative pre-tax losses during the three most recent years and is widely considered significant negative evidence that is objective and verifiable and therefore, difficult to overcome. During the year ended December 31, 2014 and 2013, we had or expected to have cumulative pre-tax losses and considered this factor in our

120


Table of Contents

analysis of deferred taxes. Additionally, the Company expects to remain in a three year cumulative loss position in the near future. As a result of these facts, the Company has recorded a valuation allowance against its net deferred tax assets, excluding assets that can be realized based on our ability to carry back losses to recoup taxes previously paid and excluding the reversal of deferred tax liabilities related to indefinite-lived intangible assets. The $696.1 million valuation allowance recorded at December 31, 2013 includes $599.9 million recorded in connection with the Spin-Off. 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.

        The components of the Company's deferred tax assets and liabilities are as follows:

Year ended December 31,
  2014   2013  
 
  (Restated)
  (Restated)
 
 
  (in thousands)
 

Deferred tax assets:

             

Stock-based compensation expense

  $ 44,458   $ 50,526  

Accrued expenses

    58,483     57,588  

Intangibles

    38,959     30,018  

Master Lease financing obligation

    1,394,575     1,375,952  

Deferred tax assets resulting from unrecognized tax benefits

    10,837     11,377  

Net operating losses

    11,895     7,392  

Accumulated other comprehensive loss

    590     1,844  

Gross deferred tax assets

    1,559,797     1,534,697  

Less valuation allowance

    (744,449 )   (696,064 )

Net deferred tax assets

    815,348     838,633  

Deferred tax liabilities:

             

Property, plant and equipment

    (61,803 )   (80,065 )

Master Lease property

    (787,580 )   (782,527 )

Investments in unconsolidated affiliates

    (4,255 )   (5,779 )

Net deferred tax liabilities

    (853,638 )   (868,371 )

Net:

  $ (38,290 ) $ (29,738 )

Reflected on consolidated balance sheets:

             

Current deferred tax assets, net

  $ 40,343   $ 41,414  

Noncurrent deferred tax assets (liabilities), net

    (78,633 )   (71,152 )

Net deferred taxes

  $ (38,290 ) $ (29,738 )

        For income tax reporting, the Company has gross state net operating loss carry-forwards aggregating approximately $184.6 million available to reduce future state income taxes, primarily for the Commonwealth of Pennsylvania and the States of Missouri, New Mexico and Ohio as of December 31, 2014. The tax benefit associated with these net operating loss carry-forwards is approximately $9.6 million. Due to statutorily limited operating loss carry-forwards and income and loss projections in the applicable jurisdictions, a valuation allowance has been recorded to reflect the net operating losses which are not presently expected to be realized. If not used, substantially all the carry-forwards will expire at various dates from December 31, 2015 to December 31, 2034.

        Additionally, the Company has a valuation allowance in the amount of $2.4 million for federal capital losses that will expire if not used via the realization of capital gains by December 31, 2033.

        In addition, certain subsidiaries have accumulated gross state net operating loss carry-forwards aggregating approximately $917.0 million for which no benefit has been recorded as they are

121


Table of Contents

attributable to uncertain tax positions. The unrecognized tax benefits as of December 31, 2014 attributable to these net operating losses was approximately $55.4 million. Due to the uncertain tax position, these net operating losses are not included as components of deferred tax assets as of December 31, 2014. In the event of any benefit from realization of these net operating losses, $11.5 million would be treated as an increase to equity, and the remainder would be treated as a reduction of tax expense. If not used, substantially all the carry-forwards will expire at various dates from December 31, 2015 to December 31, 2034.

        The provision for income taxes charged to operations for the years ended December 31, 2014, 2013 and 2012 was as follows:

Year ended December 31,
  2014   2013   2012  
 
  (Restated)
  (Restated)
  (Restated)
 
 
  (in thousands)
 

Current tax expense (benefit)

                   

Federal

  $ 14,275   $ 96,273   $ 84,281  

State

    5,821     2,835     12,145  

Foreign

    7,515     4,708     (3,366 )

Total current

    27,611     103,816     93,060  

Deferred tax (benefit) expense

                   

Federal

    2,357     (137,803 )   44,225  

State

    551     407     164  

Total deferred

    2,908     (137,396 )   44,389  

Total income tax (benefit) provision

  $ 30,519   $ (33,580 ) $ 137,449  

        The following table reconciles the statutory federal income tax rate to the actual effective income tax rate for 2014, 2013 and 2012:

Year ended December 31,
  2014   2013   2012  
 
  (Restated)
  (Restated)
  (Restated)
 

Percent of pretax (loss) income

                   

Federal taxes

    35.0 %   35.0 %   35.0 %

State and local income taxes

    1.6 %   1.5 %   1.2 %

Permanent differences

    (20.9 )%   (16.8 )%   5.9 %

Foreign

    (2.2 )%   (0.6 )%   0.2 %

Valuation allowance

    (31.1 )%   (14.0 )%   0.0 %

Other miscellaneous items

    (2.3 )%   0.3 %   (0.1 )%

    (19.9 )%   5.4 %   42.2 %

 

Year ended December 31,
  2014   2013   2012  
 
  (Restated)
  (Restated)
  (Restated)
 
 
  (in thousands)
 

Amount based upon pretax (loss) income

                   

Federal taxes

  $ (53,656 ) $ (219,232 ) $ 113,759  

State and local income taxes

    (2,470 )   (9,163 )   3,918  

Permanent differences

    32,019     104,592     19,193  

Foreign

    3,337     3,685     886  

Valuation allowance

    47,703     92,242      

Other miscellaneous items

    3,586     (5,704 )   (307 )

  $ 30,519   $ (33,580 ) $ 137,449  

122


Table of Contents

        A reconciliation of the beginning and ending amount for the liability for unrecognized tax benefits is as follows:

 
  Noncurrent
tax liabilities
(Restated)
 
 
  (in thousands)
 

Balance at December 31, 2012

  $ 20,393  

Additions based on current year positions

    2,026  

Additions based on prior year positions

    5,537  

Decreases due to settlements and/or reduction in reserves

    (4,570 )

Currency translation adjustments

    (1,822 )

Balance at December 31, 2013

    21,564  

Additions based on current year positions

    1,142  

Additions based on prior year positions

    4,038  

Payments made on account

    (12,132 )

Decreases due to settlements and/or reduction in reserves

    (5,097 )

Currency translation adjustments

    (2,480 )

Balance at December 31, 2014

  $ 7,035  

        The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and penalties charged to expense each period, as well as the cumulative amounts recorded in the consolidated balance sheets. The Company will continue to classify any income tax-related penalties and interest accrued related to unrecognized tax benefits in taxes on income within the consolidated statements of operations.

        During the year ended December 31, 2014, the Company recorded $1.1 million of tax reserves and accrued interest related to current year uncertain tax positions. In regards to prior year tax positions, the Company recorded $4.0 million of tax reserves and accrued interest and reversed $4.8 million and $0.3 million of previously recorded tax reserves and accrued interest, respectively, for uncertain tax positions that have settled and/or closed. Overall, the Company recorded a net tax expense of $0.5 million in connection with its uncertain tax positions for the year ended December 31, 2014.

        Included in the liability for unrecognized tax benefits at December 31, 2014 and 2013 were $10.7 million and $22.4 million, respectively, of tax positions that, if reversed, would affect the effective tax rate.

        Included in the liability for unrecognized tax benefits at December 31, 2014 and 2013 were $2.5 million and $1.8 million of currency translation gains for foreign currency tax positions, respectively.

        During the years ended December 31, 2014 and 2013, the Company recognized approximately $1.1million and $0.9 million, respectively, of interest and penalties, net of deferred taxes. In addition, due to settlements and/or reductions in previously recorded liabilities, the Company had reductions in previously accrued interest and penalties of $0.2 million, net of deferred taxes. These accruals are included in noncurrent tax liabilities and prepaid expenses within the consolidated balance sheets at December 31, 2014 and 2013, respectively.

        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, but the Company reasonably expects that its ASC 740 liabilities will not significantly change over the next twelve months.

        As of December 31, 2014, the Company is subject to U.S. federal income tax examinations for the tax years 2011, 2012, and 2013. In addition, the Company is subject to state and local income tax examinations for various tax years in the taxing jurisdictions in which the Company operates.

123


Table of Contents

        At December 31, 2014 and 2013, prepaid expenses within the consolidated balance sheets included prepaid income taxes of $34.2 million and $29.8 million, respectively.

16.   Shareholders' Equity

Preferred Equity Investment

        On June 15, 2007, the Company announced that it had entered into a merger agreement that, at the effective time of the transactions contemplated thereby, would have resulted in the Company's shareholders receiving $67.00 per share. Specifically, the Company, PNG Acquisition Company Inc. ("Parent") and PNG Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), announced that they had entered into an Agreement and Plan of Merger, dated as of June 15, 2007 (the "Merger Agreement"), that provided, among other things, for Merger Sub to be merged with and into the Company, as a result of which the Company would have continued as the surviving corporation and would have become a wholly-owned subsidiary of Parent. Parent is indirectly owned by certain funds managed by affiliates of Fortress Investment Group LLC ("Fortress") and Centerbridge Partners, L.P. ("Centerbridge").

        On July 3, 2008, the Company entered into an agreement with certain affiliates of Fortress and Centerbridge, terminating the Merger Agreement. In connection with the termination of the Merger Agreement, the Company agreed to receive a total of $1.475 billion, consisting of a nonrefundable $225 million cash termination fee and a $1.25 billion, zero coupon, preferred equity investment (the "Investment"). On October 30, 2008, the Company closed the sale of the Investment and issued 12,500 shares of the Series B Preferred Stock. During the year ended December 31, 2010, the Company repurchased 225 shares of Series B Preferred Stock for $11.2 million.

        As part of the Spin-Off described further in Note 3, the Company entered into an agreement (the "Exchange Agreement") with FIF V PFD LLC, an affiliate of Fortress, providing for the exchange of shares of the Company's Series B Preferred Stock for shares of a new class of preferred stock, Series C Preferred Stock, in contemplation of the Spin-Off.

        The Exchange Agreement provided Fortress with the right to exchange its 9,750 shares of Series B Preferred Stock for fractional shares of Series C Preferred Stock at an exchange ratio that treated each such fractional share (and therefore each share of common stock into which such fractional share was convertible) as worth $67 per share, which was the "ceiling price" at which the shares of Series B Preferred Stock were redeemable by the Company at maturity. Any shares of Series B Preferred Stock that were not exchanged for shares of Series C Preferred Stock prior to the second business day before October 16, 2013, the record date established for the distribution of GLPI common stock in the Spin-Off, were automatically exchanged for shares of Series C Preferred Stock on such date. Subsequently, the Company had the right to purchase from Fortress, prior to the record date for the Spin-Off, a number of shares of Series C Preferred Stock, at a price of $67 per fractional share of Series C Preferred Stock, such that, immediately following the consummation of the Spin-Off, Fortress would not own more than 9.9% of GLPI's common stock.

        On October 11, 2013, the Company completed its exchange and repurchase transactions with Fortress and repurchased all of the 2,300 shares of Series B Preferred Stock held by Centerbridge at par and issued to the affiliate of Fortress 14,553 shares of non-voting Series C Preferred Stock in order to redeem all of the previously outstanding shares of Series B Preferred Stock. The Company then repurchased 5,929 shares of Series C Preferred Stock from Fortress. Additionally, in February 2013, the Company repurchased 225 shares of Series B Preferred Stock from WF Investment Holdings, LLC at a slight discount to par. In these transactions, the Company paid a total of $649.5 million, which was primarily funded by borrowings under the revolving credit facility, to the affiliates of Fortress, Centerbridge and WF Investment Holdings, LLC, As a result of these transactions, there are currently no outstanding shares of Series B Preferred Stock and Fortress holds 8,624 shares of Series C Preferred Stock.

124


Table of Contents

        Under the terms of the Statement with Respect to Shares of Series C Convertible Preferred Stock of the Company (the "Series C Designation"), the Series C Preferred Stock is nonvoting stock, provided, however, that the Series C Designation cannot be altered or amended so as to adversely affect any right or privilege held by the holders of Series C shares without the consent of a majority of the shares of Series C then outstanding. Holders of Series C shares will participate in dividends paid to the holders of common stock of the Company on an as-converted basis. Each share of Series C will automatically convert into 1,000 shares of common stock upon sale to a third party not affiliated with the original holder.

        The following table below discloses the changes in each class of the Company's preferred stock for the year ended December 31, 2013 (restated). No changes in the Company's preferred stock occurred in the years ended December 31, 2014 and 2012.

 
  Series B
Preferred Stock
  Series C
Preferred Stock
 

Shares outstanding at December 31, 2012

    12,275      

Repurchase of Series B Preferred Stock

    (2,525 )    

Impact of exchange transaction

    (9,750 )   14,553  

Repurchase of Series C Preferred Stock

        (5,929 )

Shares outstanding at December 31, 2013

        8,624  

Impact of Spin-Off

        See Note 3 for details of net assets contributed to GLPI in connection with the Spin-Off, which occurred on November 1, 2013, as well as the exchange transaction with Peter M. Carlino and the PMC Delaware Dynasty Trust.

17.   Stock-Based Compensation

        On April 16, 2003, the Company's Board of Directors adopted and approved the 2003 Long Term Incentive Compensation Plan (the "2003 Plan"). On May 22, 2003, the Company's shareholders approved the 2003 Plan. The 2003 Plan was effective June 1, 2003 and permitted the grant of options to purchase common stock and other market-based and performance-based awards. Up to 12,000,000 shares of common stock were available for awards under the 2003 Plan. The 2003 Plan provided for the granting of both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified stock options, which do not so qualify. The exercise price per share may be no less than (i) 100% of the fair market value of the common stock on the date an option is granted for incentive stock options and (ii) 85% of the fair market value of the common stock on the date an option is granted for nonqualified stock options. However the shares which remained available for issuance under such plan as of November 12, 2008 are no longer available for issuance and all future equity awards will be pursuant to the 2008 Long Term Incentive Compensation Plan (the "2008 Plan") described below.

        On August 20, 2008, the Company's Board of Directors adopted and approved the 2008 Plan. On November 12, 2008, the Company's shareholders approved the 2008 Plan. The 2008 Plan permits the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights, restricted stock, phantom stock units and other equity and cash awards to employees. Non- employee directors are eligible to receive all such awards, other than incentive stock options. On June 9, 2011, the Company's shareholders approved an amendment to the 2008 Plan to increase the aggregate number of shares of common stock that may be issued by 2,350,000 to 9,250,000. Awards of stock options and stock appreciation rights will be counted against the 9,250,000 limit as one share of common stock for each share granted. However, each share awarded in the form of restricted stock, or any other full value stock award, will be counted as issuing 2.44 shares of common stock for purposes of determining the number of shares available for issuance under the plan. Any awards that are not settled in shares of

125


Table of Contents

common stock shall not count against this limit. At December 31, 2014, there were 7,262,415 options available for future grants under the 2008 Plan.

        In connection with the Spin-Off of GLPI, the Company's employee stock options and cash-settled stock appreciation rights ("SARs") were converted into two awards, an award in Penn with an adjusted exercise price and an award in GLPI. The number of options and SARs and the exercise price of each converted award were adjusted to preserve the same intrinsic value of the awards that existed immediately prior to the Spin-Off. As such, no incremental compensation expense was recorded as a result of this conversion. In addition, holders of outstanding restricted stock awards and cash-settled phantom stock unit awards ("PSUs") received an additional share of restricted stock or PSUs in GLPI common stock at the Spin-Off so that the intrinsic value of these awards were equivalent to those that existed immediately prior to the Spin-Off. The unrecognized compensation costs associated with GLPI restricted stock awards, GLPI PSUs, GLPI stock options and GLPI SARs held by Penn employees will continue to be recognized on the Company's financial statements over the awards remaining vesting periods.

        The unrecognized compensation costs associated with GLPI restricted stock awards, GLPI PSUs, GLPI stock options and GLPI SARs held by former Penn employees (including but not limited to the Company's former Chief Executive Officer, Chief Financial Officer, and Senior Vice President of Corporate Development) who are now employed by GLPI effective November 1, 2013, will be recorded on GLPI's financial statements.

        Stock options that expire between April 18, 2015 and February 24, 2021, have been granted to officers, directors, employees, and predecessor employees to purchase common stock at prices ranging from $4.39 to $14.41 per share. All options were granted at the fair market value of the common stock on the date the options were granted and have contractual lives ranging from 5 to 10 years. The Company issues new authorized common shares to satisfy stock option exercises as well as restricted stock lapses.

        The following table contains information on stock options issued under the plans for the year ended December 31, 2014:

 
  Number of Option
Shares
  Weighted-Average
Exercise Price
  Weighted-
Average
Remaining
Contractual
Term (in years)
  Aggregate
Intrinsic Value
(in thousands)
 

Outstanding at December 31, 2013

    7,316,713   $ 7.51              

Granted

    916,522     11.61              

Exercised

    (1,468,863 )   7.18              

Canceled

    (130,750 )   11.97              

Outstanding at December 31, 2014

    6,633,622   $ 8.12     3.06   $ 36,612  

        The weighted-average grant-date fair value of options granted during the years ended December 31, 2014 and 2012 were $4.95 and $17.19, respectively. No option grants were awarded in 2013 as the Company chose to grant restricted stock awards instead.

        The aggregate intrinsic value of stock options exercised during the years ended December 31, 2014, 2013, and 2012 was $8.2 million, $46.0 million, and $23.2 million, respectively.

        At December 31, 2014, there were 4,875,757 shares that were exercisable, with a weighted-average exercise price of $7.37, a weighted-average remaining contractual term of 2.36 years, and an aggregate intrinsic value of $30.6 million.

126


Table of Contents

        The following table summarizes information about stock options outstanding at December 31, 2014:

 
  Exercise Price Range   Total  
 
  $4.39 to
$6.59
  $6.64 to
$10.05
  $10.08 to
$14.41
  $4.39 to
$14.41
 

Outstanding options

                         

Number outstanding

    1,580,299     4,082,301     971,022     6,633,622  

Weighted-average remaining contractual life (years)

    1.58     2.93     5.97     3.06  

Weighted-average exercise price

  $ 5.76   $ 8.20   $ 11.63   $ 8.12  

Exercisable options

   
 
   
 
   
 
   
 
 

Number outstanding

    1,580,299     3,248,458     47,000     4,875,757  

Weighted-average exercise price

  $ 5.76   $ 8.08   $ 12.17   $ 7.37  

        The following table contains information on restricted stock awards issued under the plans for the year ended December 31, 2014:

 
  Number of Award
Shares
 

Outstanding at December 31, 2013

    291,811  

Awarded

     

Released

    (126,292 )

Canceled

    (33,022 )

Outstanding at December 31, 2014

    132,497  

        Stock-based compensation expenses for the years ended December 31, 2014, 2013 and 2012 totaled $10.7 million, $22.8 million and $28.6 million, respectively, and are included within the consolidated statements of operations under general and administrative expenses. The decrease for the year ended December 31, 2014, as compared to the corresponding period in the prior year, is primarily due to the fact that certain members of Penn's executive management team transferred their employment to GLPI following the Spin-Off as well as lower aggregate executive compensation following the Spin-Off.

        At December 31, 2014 and 2013, the total compensation cost related to nonvested awards not yet recognized equaled $10.9 million and $20.0 million, respectively, including $7.3 million and $13.2 million for stock options, respectively, and $3.6 million and $6.8 million for restricted stock, respectively. This cost is expected to be recognized over the remaining vesting periods, which will not exceed five years.

        The Company's PSUs, which vest over a period of three to five years, entitle employees and directors to receive cash based on the fair value of the Company's common stock on the vesting date. The PSUs are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period in accordance with ASC 718-30, "Compensation—Stock Compensation, Awards Classified as Liabilities." The Company has a liability, which is included in accrued salaries and wages within the consolidated balance sheets, associated with its PSUs of $8.2 million and $6.8 million at December 31, 2014 and 2013, respectively.

        For PSUs held by Penn employees, there was $25.4 million of total unrecognized compensation cost at December 31, 2014 that will be recognized over the grants remaining weighted average vesting period of 2.42 years. For the years ended December 31, 2014, 2013 and 2012, the Company recognized $8.3 million, $11.9 million, and $5.9 million of compensation expense associated with these awards, respectively. Amounts paid by the Company for the years ended December 31, 2014, 2013, and 2012 on these cash-settled awards totaled $6.9 million, $6.6 million, and $2.6 million, respectively.

127


Table of Contents

        For the Company's SARs, the fair value of the SARs is calculated during each reporting period and estimated using the Black-Scholes option pricing model based on the various inputs discussed in Note 5. The Company's SARs, which vest over a period of four years, are accounted for as liability awards since they will be settled in cash. The Company has a liability, which is included in accrued salaries and wages within the consolidated balance sheets, associated with its SARs of $6.3 million and $11.4 million at December 31, 2014 and 2013, respectively.

        For SARs held by Penn employees, there was $5.7 million of total unrecognized compensation cost at December 31, 2014 that will be recognized over the awards remaining weighted average vesting period of 2.82 years. For the year ended December 31, 2014, the Company recognized a $2.9 million compensation benefit associated with these awards. For the years ended December 31, 2013 and 2012, the Company recognized $7.5 million and $4.4 million, respectively, of compensation expense associated with these awards. The reason for these declines was due to a drop in the stock prices of GLPI and Penn common stock during 2014. Amounts paid by the Company for the years ended December 31, 2014, 2013 and 2012 on these cash-settled awards totaled $2.2 million, $1.7 million and $0.2 million, respectively.

18.   Segment Information

        The following tables present certain information with respect to the Company's segments. Intersegment revenues between the Company's segments were not material in any of the periods presented below. The income (loss) from operations by segment presented below does not include allocations for corporate overhead costs or expenses associated with utilizing property subject to the Master Lease.

Year ended December 31, 2014
  East/Midwest   West   Southern Plains   Other(1)   Total  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

Income (loss) from operations

  $ 332,869   $ 56,928   $ 46,395   $ (179,004 ) $ 257,188  

Charge for stock compensation

                10,666     10,666  

Impairment losses

    4,560     1,420     153,904         159,884  

Insurance recoveries

            (5,674 )       (5,674 )

Depreciation and amortization

    101,891     7,411     58,598     98,842     266,742  

Plainridge contingent purchase price

    689                 689  

(Gain) loss on disposal of assets

    (75 )   211     624     (22 )   738  

Income (loss) from unconsolidated affiliates

            10,720     (2,771 )   7,949  

Non-operating items for Kansas JV

            11,809         11,809  

Adjusted EBITDA

  $ 439,934   $ 65,970   $ 276,376   $ (72,289 ) $ 709,991  

 

Year ended December 31, 2013
  East/Midwest   West   Southern Plains   Other(1)   Total  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

(Loss) income from operations

  $ (57,351 ) $ 45,464   $ (186,846 ) $ (225,135 ) $ (423,868 )

Charge for stock compensation

                22,809     22,809  

Impairment losses

    416,380     1,812     341,683     38,430     798,305  

Insurance deductible charges, net of recoveries

            108         108  

Depreciation and amortization

    142,442     11,883     108,201     40,878     303,404  

Loss (gain) on disposal of assets

    774     2,365     853     (310 )   3,682  

Income (loss) from unconsolidated affiliates

            10,735     (1,078 )   9,657  

Non-operating items for Kansas JV

            11,595         11,595  

Adjusted EBITDA from discontinued operations

    15,334         20,040         35,374  

Adjusted EBITDA

  $ 517,579   $ 61,524   $ 306,369   $ (124,406 ) $ 761,066  

128


Table of Contents


Year Ended December 31, 2012
  East/Midwest   West   Southern Plains   Other(1)   Total  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 

Income (loss) from operations

  $ 374,485   $ 47,050   $ 165,039   $ (189,118 ) $ 397,456  

Charge for stock compensation

                28,609     28,609  

Insurance recoveries, net of deductible charges

            (7,229 )       (7,229 )

Depreciation and amortization

    128,188     12,850     75,657     16,712     233,407  

Loss (gain) on disposal of assets

    (1,617 )   (42 )   115     (2 )   (1,546 )

Income (loss) from unconsolidated affiliates

            5,210     (1,406 )   3,804  

Non-operating items for Kansas JV

            9,891         9,891  

Adjusted EBITDA from discontinued operations

    16,890         40,724         57,614  

Adjusted EBITDA

  $ 517,946   $ 59,858   $ 289,407   $ (145,205 ) $ 722,006  

 
  East/Midwest   West   Southern Plains   Other(1)   Total  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 
 
  (in thousands)
 

Year ended December 31, 2014

                               

Net revenues

  $ 1,467,380   $ 241,410   $ 857,447   $ 24,290   $ 2,590,527  

Capital expenditures

    144,320     28,251     49,607     5,967     228,145  

Year ended December 31, 2013

   
 
   
 
   
 
   
 
   
 
 

Net revenues

  $ 1,575,053   $ 240,083   $ 930,762   $ 31,988   $ 2,777,886  

Capital expenditures

    105,354     9,802     76,319     5,125     196,600  

Year ended December 31, 2012

   
 
   
 
   
 
   
 
   
 
 

Net revenues

  $ 1,596,241   $ 252,182   $ 807,265   $ 33,134   $ 2,688,822  

Capital expenditures

    404,713     11,294     46,210     5,578     467,795  

Balance sheet at December 31, 2014

   
 
   
 
   
 
   
 
   
 
 

Total assets

    1,007,162     287,551     1,076,290     2,293,891     4,664,894  

Investment in and advances to unconsolidated affiliates

    94         115,469     63,988     179,551  

Goodwill and other intangible assets, net

    427,335     143,242     718,982     4,078     1,293,637  

Balance sheet at December 31, 2013

   
 
   
 
   
 
   
 
   
 
 

Total assets

    604,979     210,254     1,265,281     2,387,073     4,467,587  

Investment in and advances to unconsolidated affiliates

    79         127,749     65,503     193,331  

Goodwill and other intangible assets, net

    133,646     144,200     888,805     19,560     1,186,211  

(1)
Includes depreciation expense associated with the real property assets under the Master Lease with GLPI. In addition, total assets include these assets. The interest expense associated with the financing obligation is reflected in the other category. Net revenues and income (loss) from unconsolidated affiliates relate to the Company's stand-alone racing operations, namely Rosecroft Raceway, Sanford Orlando Kennel Club and the Company's Texas and New Jersey joint ventures (see Note 8 to the consolidated financial statements) which do not have gaming operations. It also previously included the Company's Bullwhackers property, which was sold in July 2013.

129


Table of Contents

        Management uses adjusted EBITDA as the primary measure of the operating performance of its segments, including the evaluation of operating personnel and is especially relevant in evaluating large, long lived casino projects because they provide a perspective on the current effects of operating decisions separated from the substantial non operational depreciation charges and financing costs of such projects. The Company defines adjusted EBITDA as earnings before interest, taxes, stock compensation, debt extinguishment charges, impairment charges, insurance recoveries and deductible charges, depreciation and amortization, changes in the estimated fair value of contingent purchase price to the previous owners of Plainridge Racecourse, gain or loss on disposal of assets, and other income or expenses. Adjusted EBITDA is also inclusive of results from discontinued operations, income or loss from unconsolidated affiliates, with our share of non-operating items (such as depreciation and amortization) added back for our joint venture in Kansas Entertainment. Adjusted EBITDA should not be construed as alternatives to operating income, as indicators of the Company's operating performance, as alternatives to cash flows from operating activities, as measures of liquidity, or as any other measures of performance determined in accordance with GAAP. The Company has significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in adjusted EBITDA.

19.   Summarized Quarterly Data (Unaudited)

        The following table summarizes the quarterly results of operations for the years ended December 31, 2014 and 2013:

 
  Fiscal Quarter  
 
  First   Second   Third   Fourth  
 
  (Restated)
  (Restated)
  (Restated)
  (Restated)
 
 
  (in thousands, except per share data)
 

2014

                         

Net revenues

  $ 641,080   $ 652,146   $ 645,940   $ 651,361  

Income (loss) from operations

    102,514     105,467     105,853     (56,646 )

Net loss

    580     (19,273 )   (15,348 )   (149,781 )

Earnings (loss) per common share:

   
 
   
 
   
 
   
 
 

Basic earnings (loss) per common share

  $ 0.01   $ (0.25 ) $ (0.20 ) $ (1.90 )

Diluted earnings (loss) per common share

  $ 0.01   $ (0.25 ) $ (0.20 ) $ (1.90 )

2013

   
 
   
 
   
 
   
 
 

Net revenues

  $ 755,597   $ 715,299   $ 674,802   $ 632,188  

Income (loss) from operations

    126,136     37,421     87,245     (674,670 )

Net income (loss) from continuing operations

    61,689     (17,247 )   38,268     (675,507 )

Net income (loss)

    64,903     (12,548 )   40,949     (674,556 )

Basic earnings (loss) per common share from continuing operations

 
$

0.64
 
$

(0.22

)

$

0.40
 
$

(8.66

)

Basic earnings per common share from discontinued operations

  $ 0.03   $ 0.06   $ 0.03   $ 0.01  

Basic earnings per common share

  $ 0.67   $ (0.16 ) $ 0.43   $ (8.65 )

Diluted earnings (loss) per common share from continuing operations

  $ 0.60   $ (0.22 ) $ 0.37   $ (8.66 )

Diluted earnings per common share from discontinued operations

  $ 0.03   $ 0.06   $ 0.03   $ 0.01  

Diluted earnings per common share

  $ 0.63   $ (0.16 ) $ 0.40   $ (8.65 )

        During the fourth quarter of 2014, the Company recorded goodwill and other intangible assets impairment charges of $155.3 million, as it determined that a portion of the value of its goodwill and

130


Table of Contents

other intangible assets was impaired due to the Company's outlook of continued challenging regional gaming conditions which persisted in 2014 at certain properties in its Southern Plains segment, as well as for the write-off of a trademark intangible asset in the West segment. During the second quarter of 2014, the Company recorded an impairment charge of $4.6 million to write-down certain idle assets to their estimated salvage value.

        During the first, second, third and fourth quarters of 2014, the Company incurred interest expense related to the Master Lease, which became effective November 1, 2013, of $93.1 million, $94.0 million, $94.6 million and $97.5 million, respectively.

        During the fourth quarter of 2013, the Company recorded impairment charges of $724.2 million, as it determined that a portion of the value of its goodwill and other intangible assets was impaired. In addition, in conjunction with the relocation of the Company's two racetracks in Ohio, the Company recorded an impairment charge of $2.2 million during the fourth quarter of 2013 for the parcels of land that the racetracks resided on, as the land was reclassified as held for sale. Additionally, during the second quarter of 2013, as a result of a new gaming license being awarded for the development of a new casino in Sioux City, Iowa to another applicant in April 2013, the Company recorded an impairment charge of $71.8 million for Argosy Casino Sioux City, as the Company determined that the fair value of its Sioux City reporting unit was less than its carrying amount based on the Company's analysis of the estimated future expected cash flows the Company anticipated receiving from the operations of the Sioux City facility.

        The Company incurred interest expense related to the Master Lease of $62.1 million during this time period.

        During the first, second, third and fourth quarters of 2013, the Company incurred transaction costs of $2.3 million, $3.5 million, $8.9 million and $24.8 million, respectively, associated with the Spin-Off.

        During the fourth quarter of 2013, the Company recorded a loss on the early extinguishment of debt of $61.7 million in connection with the repayments of its previous indebtedness.

        The following information reconciles the Company's previously reported financial information with as restated amounts for its summarized 2014 and 2013 quarterly reporting periods. Refer to Note 2 for further information regarding the restatement of previously reported information.

 
  Three Months Ended March 31, 2014  
 
  As Previously
Reported
  Restatement
Adjustments
  Restated  
 
  (in thousands, except per share data)
 

Net revenues

  $ 641,080   $   $ 641,080  

Income from operations

    18,051     84,463     102,514  

Net income (loss)

    4,537     (3,957 )   580  

Earnings (loss) per common share:

   
 
   
 
   
 
 

Basic earnings (loss) per common share

  $ 0.05   $ (0.04 ) $ 0.01  

Diluted earnings (loss) per common share

  $ 0.05   $ (0.04 ) $ 0.01  

 

 
  Three Months Ended June 30, 2014  
 
  As Previously
Reported
  Restatement
Adjustments
  Restated  
 
  (in thousands, except per share data)
 

Net revenues

  $ 652,146   $   $ 652,146  

Income from operations

    23,382     82,085     105,467  

Net income (loss)

    4,176     (23,449 )   (19,273 )

Earnings (loss) per common share:

   
 
   
 
   
 
 

Basic earnings (loss) per common share

  $ 0.05   $ (0.30 ) $ (0.25 )

Diluted earnings (loss) per common share

  $ 0.05   $ (0.30 ) $ (0.25 )

131


Table of Contents


 
  Three Months Ended September 30, 2014  
 
  As Previously
Reported
  Restatement
Adjustments
  Restated  
 
  (in thousands, except per share data)
 

Net revenues

  $ 645,940   $   $ 645,940  

Income from operations

    22,831     83,022     105,853  

Net income (loss)

    8,499     (23,847 )   (15,348 )

Earnings (loss) per common share:

   
 
   
 
   
 
 

Basic earnings (loss) per common share

  $ 0.10   $ (0.30 ) $ (0.20 )

Diluted earnings (loss) per common share

  $ 0.10   $ (0.30 ) $ (0.20 )

 

 
  Three Months Ended December 31, 2014  
 
  As Previously
Reported
  Restatement
Adjustments
  Restated  
 
  (in thousands, except per share data)
 

Net revenues

  $ 651,361   $   $ 651,361  

Loss from operations

    (304,686 )   248,040     (56,646 )

Net (loss)

    (250,407 )   100,626     (149,781 )

Earnings (loss) per common share:

   
 
   
 
   
 
 

Basic (loss) per common share

  $ (3.18 ) $ 1.28   $ (1.90 )

Diluted (loss) per common share

  $ (3.18 ) $ 1.28   $ (1.90 )

 

 
  Three Months Ended March 31, 2013  
 
  As Previously
Reported
  Discontinued
Operations
  Restatement
Adjustments
  Restated  
 
  (in thousands, except per share data)
 

Net revenues

  $ 798,246   $ (42,649 ) $   $ 755,597  

Income from operations

    133,315     (6,810 )   (369 )   126,136  

Net income from continuing operations

    65,271     (3,214 )   (368 )   61,689  

Net income

    65,271         (368 )   64,903  

Basic earnings per common share from continuing operations

 
$

0.68
 
$

(0.03

)

$

(0.01

)

$

0.64
 

Basic earnings per common share from discontinued operations

  $   $ 0.03   $   $ 0.03  

Basic earnings per common share

  $ 0.68   $   $ (0.01 ) $ 0.67  

Diluted earnings per common share from continuing operations

  $ 0.63   $ (0.03 ) $   $ 0.60  

Diluted earnings per common share from discontinued operations

  $   $ 0.03   $   $ 0.03  

Diluted earnings per common share

  $ 0.63   $   $   $ 0.63  

132


Table of Contents


 
  Three Months Ended June 30, 2013  
 
  As Previously
Reported
  Discontinued
Operations
  Restatement
Adjustments
  Restated  
 
  (in thousands, except per share data)
 

Net revenues

  $ 761,371   $ (46,072 ) $   $ 715,299  

Loss from operations

    46,881     (9,090 )   (370 )   37,421  

Net (loss) from continuing operations

    (12,180 )   (4,699 )   (368 )   (17,247 )

Net (loss)

    (12,180 )       (368 )   (12,548 )

Basic loss per common share from continuing operations

 
$

(0.16

)

$

(0.06

)

$

 
$

(0.22

)

Basic earnings per common share from discontinued operations

  $   $ 0.06   $   $ 0.06  

Basic loss per common share

  $ (0.16 ) $   $   $ (0.16 )

Diluted loss per common share from continuing operations

  $ (0.16 ) $ (0.06 ) $   $ (0.22 )

Diluted earnings per common share from discontinued operations

  $   $ 0.06   $   $ 0.06  

Diluted loss per common share

  $ (0.16 ) $   $   $ (0.16 )

 

 
  Three Months Ended September 30, 2013  
 
  As Previously
Reported
  Discontinued
Operations
  Restatement
Adjustments
  Restated  
 
  (in thousands, except per share data)
 

Net revenues

  $ 714,435   $ (39,633 ) $   $ 674,802  

Income from operations

    93,280     (5,665 )   (370 )   87,245  

Net income from continuing operations

    41,317     (2,681 )   (368 )   38,268  

Net income

    41,317         (368 )   40,949  

Basic earnings per common share from continuing operations

 
$

0.43
 
$

(0.03

)

$

 
$

0.40
 

Basic earnings per common share from discontinued operations

  $   $ 0.03   $   $ 0.03  

Basic earnings per common share

  $ 0.43   $   $   $ 0.43  

Diluted earnings per common share from continuing operations

  $ 0.40   $ (0.03 ) $   $ 0.37  

Diluted earnings per common share from discontinued operations

  $   $ 0.03   $   $ 0.03  

Diluted earnings per common share

  $ 0.40   $   $   $ 0.40  

133


Table of Contents


 
  Three Months Ended December 31, 2013  
 
  As Previously
Reported
  Discontinued
Operations
  Restatement
Adjustments
  Restated  
 
  (in thousands, except per share data)
 

Net revenues

  $ 644,702   $ (12,514 ) $   $ 632,188  

(Loss) from operations

    (1,045,448 )   (1,948 )   372,726     (674,670 )

Net (loss) from continuing operations

    (888,747 )   (951 )   214,191     (675,507 )

Net (loss)

    (888,747 )       214,191     (674,556 )

Basic (loss) per common share from continuing operations

 
$

(11.40

)

$

(0.01

)

$

2.75
 
$

(8.66

)

Basic earnings per common share from discontinued operations

  $   $ 0.01   $   $ 0.01  

Basic (loss) per common share

  $ (11.40 ) $   $ 2.75   $ (8.65 )

Diluted (loss) per common share from continuing operations

  $ (11.40 ) $ (0.01 ) $ 2.75   $ (8.66 )

Diluted earnings per common share from discontinued operations

  $   $ 0.01   $   $ 0.01  

Diluted (loss) per common share

  $ (11.40 ) $   $ 2.75   $ (8.65 )

20.   Related Party Transactions

        The Company currently leases executive office and warehouse space for buildings in Wyomissing, Pennsylvania from affiliates of Mr. Carlino, its Chairman of the Board of Directors. Rent expense for the years ended December 31, 2014, 2013 and 2012 amounted to $1.1 million, $1.1 million, and $1.0 million, respectively. The leases for the office space all expire in May 2019, and the lease for the warehouse space is on a month-to-month basis. The future minimum lease commitments relating to these leases at December 31, 2014 are $5.2 million.

        In connection with the Spin-Off, the Company, Mr. Carlino and the PMC Delaware Dynasty Trust entered into a share transaction. See Note 3 to the consolidated financial statements for additional information regarding the share exchange transaction.

        Also in connection with the Spin-Off, as more particularly described in Notes 3 and 16 to the consolidated financial statements contained in Item 8 of this Form 10-K/A, on October 11, 2013, the Company completed its previously disclosed exchange and repurchase transactions with Fortress, which is an affiliate of Fortress Investment Group LLC, and Centerbridge. Wesley R. Edens, a member of our Board of Directors from 2008 until the Spin-Off, serves as Co-Chairman of Fortress Investment Group, LLC. In the transactions, on October 11, 2013, Penn (i) issued 14,553 shares of its Series C preferred stock to Fortress in exchange for all of the 9,750 shares of Penn's Series B preferred stock held by Fortress, (ii) repurchased 5,929 of its Series C preferred stock from Fortress for cash consideration of $397.2 million and (iii) repurchased all of the 2,300 shares of Penn's Series B preferred stock held by Centerbridge for cash consideration of $230.0 million.

21.   Fair Value Measurements

        ASC 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:

134


Table of Contents

        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 cash and cash equivalents approximates the carrying value of the Company's cash and cash equivalents, due to the short maturity of the cash equivalents.

        The fair value of the Company's Term Loan A and B components of its senior secured credit facility and senior unsecured notes is estimated based on quoted prices in active markets and as such is a Level 1 measurement. The fair value of the remainder of the Company's senior secured credit facility approximates its carrying value as it is revolving, variable rate debt and as such is a Level 2 measurement (No balances were outstanding on the revolving credit facility at December 31, 2013). The fair value of the Company's other long-term obligations related to the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course approximates its carrying value as the discount rate of 5.0% approximates the market rate of similar debt instruments and as such is a Level 2 measurement.

        The fair value of the Company's contingent purchase price consideration related to its Plainridge Racecourse acquisition, which is classified in other non-current liabilities, is estimated based on a discounted cash flow model (See Note 7) and as such is a Level 3 measurement. At each reporting period, the Company assesses the fair value of this obligation and changes in its value are recorded in earnings. The amount included in general and administrative expenses related to the change in fair value of this obligation was $0.7 million for the year ended December 31, 2014.

        The carrying amounts and estimated fair values by input level of the Company's financial instruments during the years ended December 31, 2014 and 2013 are as follows (in thousands):

 
  December 31, 2014 (as restated)  
 
  Carrying
Amount
  Fair
Value
  Level 1   Level 2   Level 3  

Financial assets:

                               

Cash and cash equivalents

  $ 208,673   $ 208,673   $ 208,673   $   $  

Financial liabilities:

                               

Long-term debt

                               

Senior secured credit facility

    785,683     799,556     714,556     85,000      

Senior unsecured notes

    295,610     276,000     276,000          

Other long-term obligations

    135,000     135,000         135,000      

Other liabilities

    19,189     19,189             19,189  

135


Table of Contents


 
  December 31, 2013 (as restated)  
 
  Carrying
Amount
  Fair
Value
  Level 1   Level 2   Level 3  

Financial assets:

                               

Cash and cash equivalents

  $ 292,995   $ 292,995   $ 292,995   $   $  

Financial liabilities:

                               

Long-term debt

                               

Senior secured credit facility

    723,109     748,150     748,150          

Senior unsecured notes

    294,933     297,000     297,000          

        The following tables set forth the assets measured at fair value on a non-recurring basis during the years ended December 31, 2014 and 2013 (in thousands):

 
  Balance Sheet Location   Level 1   Level 2   Level 3   Balance at
December 31,
2014 Total
(As restated)
  Total Reduction in
Fair Value
Recorded during
the year ended
December 31, 2014,
as restated
 

Assets:

                                   

Goodwill

  Goodwill   $   $   $ 9,863   $ 9,863   $ (80,821 )

Intangible assets

  Other intangible assets             66,703     66,703     (74,503 )

Long-lived assets

  Other assets             300     300     (4,560 )

                              $ (159,884 )

 

 
  Balance Sheet Location   Level 1   Level 2   Level 3   Balance at
December 31,
2013 Total
(As restated)
  Total Reduction in
Fair Value
Recorded during
the year ended
December 31, 2013,
as restated
 

Assets:

                                   

Goodwill

  Goodwill   $   $   $ 205,547   $ 205,547   $ (348,887 )

Intangible assets

  Other intangible assets             159,845     159,845     (447,218 )

Long-lived assets

  Other assets         6,452         6,452     (2,200 )

                              $ (798,305 )

Goodwill and intangible assets

        The valuation technique used to measure the fair value of goodwill and intangible assets was the income approach. See Note 5 for a description of the inputs and the information used to develop the inputs in calculating the fair value measurements of goodwill and indefinite-life intangible assets.

        For the year ended December 31, 2014, the Company recorded goodwill and other intangible assets impairment charges of $80.8 million and $74.5 million, respectively, based on fair values as of October 1, 2014, as it determined that a portion of the value of its goodwill and other intangible assets was impaired due to the Company's outlook of continued challenging regional gaming conditions at certain properties which persisted in 2014 in its Southern Plains segment, as well as for the write-off of a trademark intangible asset in the West segment.

        For the year ended December 31, 2013, the Company recorded goodwill and other intangible assets impairment charges of $249.3 million and $311.0 million, respectively, as of the valuation date of October 1, 2013 (the date of its annual impairment test) and $30.9 million and $133.1 million, respectively, as of November 1, 2013 (Spin-Off date) as it determined that a portion of the value of its goodwill and other intangible assets was impaired. Additionally, as a result of a new gaming license being awarded for the development of a new casino in Sioux City, Iowa to another applicant in April

136


Table of Contents

2013 (see Note 14 for further details), the Company recorded a goodwill and other intangible asset impairment charge of $68.7 million and $3.1 million, respectively, for Argosy Casino Sioux City during the year ended December 31, 2013, as the Company determined that the fair value of its Sioux City reporting unit was less than its carrying amount based on the Company's analysis of the estimated future expected cash flows the Company anticipated receiving from the operations of the Sioux City facility.

Long-lived assets

        The valuation technique used to measure the fair value of long-lived assets was the market approach. See Note 5 for a description of the inputs and the information used to develop the inputs in calculating the fair value measurements of long-lived assets.

        During the second quarter of 2014, the Company recorded an impairment charge of $4.6 million to write-down certain idle assets to their estimated salvage value of $0.3 million.

        For the year ended December 31, 2013, in conjunction with the relocation of the Company's two racetracks in Ohio, the Company recorded a impairment charge of $2.2 million for the parcels of land that the racetracks resided on, as the land was reclassified as held for sale. The fair value of the land was based on the expected proceeds to be received by the Company upon completion of the sale.

22.   Insurance Recoveries and Deductibles

Hollywood Casino St. Louis Tornado

        On May 31, 2013, Hollywood Casino St. Louis sustained damage as a result of a tornado and was forced to close for approximately fourteen hours. At the time of the tornado, the Company carried property insurance coverage with a limit of $600 million for both property damage and business interruption applicable to this event. This coverage included a $2.5 million property damage deductible and two days of business interruption deductible for the peril of a tornado.

        The Company received $8.7 million in insurance proceeds related to the tornado at Hollywood Casino St. Louis, with $5.7 million received in 2014 and $3.0 million received in 2013. As the insurance recovery amount exceeded the net book value of assets believed to be damaged or destroyed and other costs incurred as a result of the tornado at Hollywood Casino St. Louis in 2013, the Company recorded a gain of $5.7 million during the year ended December 31, 2014. During the third quarter of 2014, the insurance claim for the tornado at Hollywood Casino St. Louis was settled and no further proceeds will be received.

        During the year ended December 31, 2013, the Company recorded a $2.5 million loss for the property damage insurance deductible, which was partially offset by a $2.4 million gain recorded for proceeds received that exceeded the net book value of assets believed to be damaged or destroyed and other costs incurred as a result of the tornado at Hollywood Casino St. Louis.

Hollywood Casino Tunica Flood

        On May 1, 2011, Hollywood Casino Tunica was forced to close as a result of flooding by the Mississippi River. Due to the flooding, access to the property was temporarily cut off and the property sustained minor damage. The property reopened on May 25, 2011.

        At the time of the flood, the Company carried property insurance coverage with a flood limit of $300 million for both property damage and business interruption applicable to this event. This coverage included a $5 million property damage and two day business interruption deductible for the peril of flood.

        The Company received $15.4 million in insurance proceeds related to the flood at Hollywood Casino Tunica, with $8.4 million received during the year ended December 31, 2012. As the insurance recovery amount exceeded the net book value of assets believed to be damaged and other costs

137


Table of Contents

incurred as a result of the flood in 2012, the Company recorded a gain of $7.2 million during the year ended December 31, 2012. During the second quarter of 2012, the insurance claim for the flood at Hollywood Casino Tunica was settled and as such no further proceeds will be received.

23.   Discontinued Operations (Restatement)

        On November 1, 2013, as part of the Spin-Off with GLPI, Penn contributed all the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which are referred to as the "TRS Properties." The results of operations of the TRS Properties are presented as discontinued operations in the Consolidated Statement of Operations.

        The results of our discontinued operations are summarized as follows:

 
  2013   2012  

Major classes of line items constituting pretax income from discontinued operations

             

Revenue

    140,868     210,643  

Depreciation expense

    11,892     14,090  

Operating expenses

    105,463     152,885  

Other expense items that are not major

    4,202     6,318  

Pretax income of discontinued operations

    19,311     37,350  

Income tax provision

    7,766     14,431  

Income from discontinued operations, net of tax

    11,545     22,919  

        Cash flows provided by (used in) operating activities, investing activities and financing activities from discontinued operations were $11.1 million, $(3.2) million, and $(3.4) million for the year-ended December 31, 2013 compared to $8.7 million, $(4.8) million and $(6.5) million, respectively for the year-ended December 31, 2012.

138


Table of Contents

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

        Prior to the filing of the Original Filing, the Company's management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the Company's disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2014, and concluded that the disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2014. Subsequent to this evaluation, as described below, management identified material weaknesses in our internal control over financial reporting. As a result of these material weaknesses, our principal executive officer and principal financial officer concluded that as of December 31, 2014 the Company's disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the United States Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management's Report on Internal Control Over Financial Reporting

        The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, 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.

        Prior to the filing of the Original Filing, our management assessed the effectiveness of our internal control over financial reporting, and concluded that it was effective as of December 31, 2014. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control—Integrated Framework (2013 framework). Subsequent to this evaluation, as described below, management identified material weaknesses in our internal control over financial reporting.

        We did not maintain effective controls and procedures over the evaluation and accounting of certain complex and non-routine transactions including lease transactions. Specifically, we did not maintain a sufficient complement of personnel, including third party consultants, with an appropriate level of knowledge and experience to challenge our application of GAAP commensurate with the nature and complexity of certain of our transactions, to prevent or detect and correct material misstatements in a timely manner.

        In addition, we did not maintain effective controls and procedures over the calculation of impairment charges for goodwill and indefinite-lived intangible assets. Specifically, our review controls were not designed with a sufficient level of precision and executed by personnel, with an appropriate

139


Table of Contents

level of experience to detect material errors in the methodologies used and in the calculation of the impairment charges that were recognized in our consolidated financial statements.

        As disclosed in Note 2 to the consolidated financial statements included within this annual report, these material weaknesses resulted in material misstatements in our previously issued consolidated financial statements as of and for the years ended December 31, 2014 and 2013.

        As a result of these material weaknesses in the Company's internal control over financial reporting, management has concluded that, as of December 31, 2014, the Company's internal control over financial reporting was not effective based on the criteria set forth in the 2013 Framework.

        Ernst & Young LLP, the Company's independent registered public accounting firm, has reissued an audit report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2014, which is included on page 123of this Annual Report on Form 10-K/A.

Management's Plans for Remediation

        Management became aware of these material weaknesses in internal control over financial reporting and took immediate actions to remediate the material weaknesses.

        The Company has initiated a compensating control over the proper application of GAAP to complex and non-routine transactions, which includes the involvement of a third party consultant with relevant knowledge and experience to assist the Company with the evaluation of the accounting for highly technical accounting matters. The Company currently expects to have this material weakness remediated no later than December 31, 2016, once we have obtained sufficient evidence that the newly designed and implemented controls are operating effectively.

        With respect to the material weakness over the accounting for goodwill and indefinite-lived intangible impairment measurement, the Company has designed and implemented additional controls during 2015. This includes the involvement of a third party consultant to provide the Company with the appropriate level of expertise to assist in the review of the assessment at a sufficient level of precision. The Company currently expects to have this material weakness remediated no later than December 31, 2016, once we have obtained sufficient evidence that the newly designed and implemented controls are operating effectively.

Changes in Internal Control Over Financial Reporting

        Except as noted in the preceding paragraphs, there have been no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended December 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

140


Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Penn National Gaming, Inc. and Subsidiaries

        We have audited Penn National Gaming, Inc. and Subsidiaries' internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Penn National Gaming, Inc. and Subsidiaries' management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.

        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.

        In our report dated February 27, 2015, we expressed an unqualified opinion that Penn National Gaming, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria. Management has subsequently determined that deficiencies in controls related to the Company's evaluation and accounting of certain complex and non-routine transactions, including lease transactions as well as controls over the calculation of impairment charges for goodwill and indefinite-lived intangible assets and has further concluded that such deficiencies represented material weaknesses as of December 31, 2014. As a result, management has revised its assessment, as presented in the accompanying Management's Report on Internal Control Over Financial Reporting; to conclude that Penn National Gaming Inc. and Subsidiaries' internal control over financial reporting was not effective as of December 31, 2014. Accordingly, our present opinion on the effectiveness of Penn National Gaming Inc. and Subsidiaries' internal control over financial reporting as of December 31, 2014, as expressed herein, is different from that expressed in our previous report.

        A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the

141


Table of Contents

company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management's assessment. Management has identified a material weakness in controls related to the Company's evaluation and accounting of certain complex and non-routine transactions, including lease transactions. Management has also identified a material weakness in controls over the calculation of impairment charges for goodwill and indefinite-lived intangible assets. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Penn National Gaming, Inc. and Subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive (loss) income, changes in shareholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2014. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2014 consolidated financial statements, and this report does not affect our report dated February 27, 2015, except for the error corrections discussed in Note 2, 13, and 23 as to which the date is March 7, 2016, which expressed an unqualified opinion on those financial statements.

        In our opinion, because of the effect of the material weakness described above on the achievement of the objectives on the control criteria, Penn National Gaming, Inc. and Subsidiaries has not maintained effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
February 27, 2015,
Except for the effect of the material weaknesses described in the sixth paragraph above, as to which the date is March 7, 2016
   

142


Table of Contents

ITEM 9B.    OTHER INFORMATION

        None


PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

        The information required by this item concerning directors is hereby incorporated by reference to the Company's definitive proxy statement for its 2015 Annual Meeting of Shareholders (the "2015 Proxy Statement"), to be filed with the U.S. Securities and Exchange Commission within 120 days after December 31, 2014, pursuant to Regulation 14A under the Securities Act. Information required by this item concerning executive officers is included in Part I of this Annual Report on Form 10 K/A.

ITEM 11.    EXECUTIVE COMPENSATION

        The information required by this item is hereby incorporated by reference to the 2015 Proxy Statement.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

        The information required by this item is hereby incorporated by reference to the 2015 Proxy Statement.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

        On October 30, 2013, Penn and GLPI entered into an Exchange Agreement (the "Carlino Exchange Agreement") with Peter M. Carlino, who until the Spin-Off was Penn's Chairman and Chief Executive Officer and remains Penn's Chairman of the Board of Directors, and the Commonwealth Trust Company, Trustee of the PMC Delaware Dynasty Trust dated September 25, 2013, a trust for the benefit of Mr. Carlino's children (the "Trust Stockholder"). The purpose of the transactions contemplated by the Carlino Exchange Agreement was to ensure that each member of the Carlino family beneficially owns 9.9% or less of the outstanding shares of Penn common stock for certain federal tax purposes following the spin-off, so that GLPI could qualify to be taxed as a real estate investment trust for U.S. federal income tax purposes. Pursuant to the Carlino Exchange Agreement, Mr. Carlino and the Trust Stockholder exchanged shares of Penn common stock held by them for .407 shares of GLPI common stock on October 31, 2013, the business day prior to the date that shares of GLPI common stock were distributed to Penn's shareholders in the Spin-Off. Based on the closing prices of GLPI common stock and Penn common stock on October 30, 2013, the value of GLPI common stock received by Mr. Carlino and the Trust Stockholder exceeded the value of Penn common stock exchanged by Mr. Carlino and the Trust Stockholder by approximately $10.7 million. Additionally, pursuant to the Carlino Exchange Agreement, Mr. Carlino also exchanged certain options to acquire Penn common stock for options to acquire GLPI common stock having the same aggregate intrinsic value.

        Also in connection with the Spin-Off, the Company entered into an exchange agreement (the "Fortress Exchange Agreement") with FIF V PFD LLC ("Fortress"), which is an affiliate of Fortress Investment Group LLC, and certain affiliates of Centerbridge Capital Partners, L.P. Wesley R. Edens, a member of our Board of Directors from 2008 until the Spin-Off, serves as Co-Chairman of Fortress Investment Group LLC. The Fortress Exchange Agreement provided for the exchange of shares of the Company's Series B preferred stock for shares of a new class of preferred stock, Series C preferred stock. On October 11, 2013, pursuant to the Fortress Exchange Agreement, Penn (i) issued 14,553 shares of its Series C preferred stock to Fortress in exchange for all of the 9,750 shares of Penn's Series B preferred stock held by Fortress, (ii) repurchased 5,929 of its Series C preferred stock from

143


Table of Contents

Fortress for cash consideration of $397.2 million and (iii) repurchased all of the 2,300 shares of Penn's Series B preferred stock held by Centerbridge for cash consideration of $230.0 million.

        Additional information required by this item is hereby incorporated by reference to the 2015 Proxy Statement.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

        The information required by this item is hereby incorporated by reference to the 2015 Proxy Statement.

144


Table of Contents


PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) 1 and 2.   Financial Statements and Financial Statement Schedules. The following is a list of the Consolidated Financial Statements of the Company and its subsidiaries and supplementary data filed as part of Item 8 hereof:

 

 

Report of Independent Registered Public Accounting Firm

 

 

Consolidated Balance Sheets as of December 31, 2014 and 2013

 

 

Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012

 

 

Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2014, 2013 and 2012

 

 

Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2014, 2013 and 2012

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012

 

 

All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto.

3. Exhibits, Including Those Incorporated by Reference.

 

 

The exhibits to this Report are listed on the accompanying index to exhibits and are incorporated herein by reference or are filed as part of this annual report on Form 10-K/A.

145


Table of Contents


SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    PENN NATIONAL GAMING, INC.

 

 

By:

 

/s/ TIMOTHY J. WILMOTT

Timothy J. Wilmott
Chief Executive Officer and President

Dated: March 7, 2016

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ TIMOTHY J. WILMOTT


Timothy J. Wilmott
 

Chief Executive Officer, President and Director
(Principal Executive Officer)

  March 7, 2016


/s/ SAUL V. REIBSTEIN


Saul V. Reibstein

 


Senior Vice President Finance and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)


 


March 7, 2016


/s/ PETER M. CARLINO


Peter M. Carlino

 


Chairman of the Board


 


March 7, 2016


/s/ DAVID A. HANDLER


David A. Handler

 


Director


 


March 7, 2016


/s/ JOHN M. JACQUEMIN


John M. Jacquemin

 


Director


 


March 7, 2016


/s/ HAROLD CRAMER


Harold Cramer

 


Director


 


March 7, 2016


/s/ RONALD J. NAPLES


Ronald J. Naples

 


Director


 


March 7, 2016


/s/ BARBARA Z. SHATTUCK KOHN


Barbara Z. Shattuck Kohn

 


Director


 


March 7, 2016


/s/ JANE SCACCETTI


Jane Scaccetti

 


Director


 


March 7, 2016

146


Table of Contents


EXHIBIT INDEX

Exhibit   Description of Exhibit
  3.1(a)   Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on October 15, 1996. (Incorporated by reference to Exhibit 3.1 to the Company's registration statement on Form S-3, File No. 333-63780, dated June 25, 2001).

 

3.1(b)

 

Articles of Amendment to the Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on November 13, 1996. (Incorporated by reference to Exhibit 3.2 to the Company's registration statement on Form S-3, File No. 333-63780, dated June 25, 2001).

 

3.1(c)

 

Articles of Amendment to the Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on July 23, 2001. (Incorporated by reference to Exhibit 3.4 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2001).

 

3.1(d)

 

Articles of Amendment to the Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on December 28, 2007. (Incorporated by reference to Exhibit 3.1 to the Company's current report on Form 8-K, filed on January 2, 2008).

 

3.1(e)

 

Statement with Respect to Shares of Series B Redeemable Preferred Stock of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on July 9, 2008. (Incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K, filed on July 9, 2008).

 

3.1(f)

 

Statement with Respect to Shares of Series C Convertible Preferred Stock of Penn National Gaming, Inc. dated as of January 17, 2013. (Incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K, filed on January 18, 2013).

 

3.2

 

Third Amended and Restated Bylaws of Penn National Gaming, Inc., as amended on December 10, 2014 (Incorporated by reference to Exhibit 3.1 to the Company's current report on Form 8-K, filed on December 11, 2014).

 

4.1

 

Specimen copy of Common Stock Certificate. (Incorporated by reference to Exhibit 3.6 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2003).

 

4.2

 

Specimen copy of Series B Redeemable Preferred Stock Certificate. (Incorporated by reference to Exhibit 4.8 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2008).

 

4.3

 

Indenture, dated as of August 14, 2009, between Penn National Gaming, Inc. and Wells Fargo Bank, National Association, as trustee, relating to the 83/4% Senior Subordinated Notes due 2019 (Incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K, filed on August 14, 2009).

 

4.3(a)

 

Form of Penn National Gaming, Inc. 83/4% Senior Subordinated Notes due 2019 (Incorporated by reference to Exhibit A to Exhibit 4.1 to the Company's current report on Form 8-K, filed on November 4, 2013).

 

4.3(b)

 

Supplemental Indenture, dated as of October 29, 2013, between Penn National Gaming, Inc. and Wells Fargo Bank, National Association as Trustee. (Incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K, filed on November 4, 2013).

 

4.4

 

Indenture, dated as of October 30, 2013 between Penn National Gaming, Inc. and Wells Fargo Bank, N.A., as Trustee, relating to the 5.875% Senior Notes due 2021. (Incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K, filed on November 4, 2013).

 

4.5

 

Form of Note for 5.875% Senior Notes due 2021. (Incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K, filed on November 4, 2013).

Table of Contents

Exhibit   Description of Exhibit
  4.6   Investor Rights Agreement, dated as of July 3, 2008, by and among Penn National Gaming, Inc., FIF V PFD LLC, Centerbridge Capital Partners, L.P., DB Investment Partners, Inc. and Wachovia Investment Holdings, LLC. (Incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K, filed on July 9, 2008).

 

4.6(a)

 

Supplementary Investor Rights Agreement, dated as of January 16, 2013, by and between Penn National Gaming, Inc. and FIF V PFD LLC. (Incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K, filed on January 18, 2013).

 

9.1

 

Form of Trust Agreement of Peter D. Carlino, Peter M. Carlino, Richard J. Carlino, David E. Carlino, Susan F. Harrington, Anne de Lourdes Irwin, Robert M. Carlino, Stephen P. Carlino and Rosina E. Carlino Gilbert. (Incorporated by reference to the Company's registration statement on Form S-1, File No. 33-77758, dated May 26, 1994).

 

10.1#

 

Penn National Gaming, Inc. Deferred Compensation Plan, as amended. (Incorporated by reference to Exhibit 10.27 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2006).

 

10.2#

 

Penn National Gaming, Inc. 2003 Long Term Incentive Compensation Plan. (Incorporated by reference to Appendix A of the Company's Proxy Statement dated April 22, 2003 filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended).

 

10.3#

 

Penn National Gaming, Inc. 2008 Long Term Incentive Compensation Plan, as amended. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on June 13, 2014).

 

10.4#

 

Form of Non-Qualified Stock Option Certificate for the Penn National Gaming, Inc. 2008 Long Term Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.33 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2008).

 

10.5#

 

Form of Restricted Stock Award for the Penn National Gaming, Inc. 2008 Long Term Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.32 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2009).

 

10.6#

 

Form of Phantom Stock Unit Award for Penn National Gaming, Inc. 2008 Long Term Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.32 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2009).

 

10.7#

 

Form of Stock Appreciation Rights for the Penn National Gaming, Inc. 2008 Long Term Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2014).

 

10.8#

 

Executive Agreement dated June 13, 2014 by and between Penn National Gaming, Inc. and Timothy J. Wilmott (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on June 19, 2014).

 

10.9#

 

Executive Agreement dated June 13, 2014 by and between Penn National Gaming, Inc. and Jay A. Snowden. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on June 19, 2014).

 

10.10#

 

Employment Agreement dated November 25, 2013 between Penn National Gaming, Inc. and Saul V. Reibstein. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on November 25, 2013).

 

10.11#

 

Employment Agreement dated December 17, 2013 by and between Penn National Gaming, Inc. and William J. Fair. (Incorporated by reference to Exhibit 10.11 to the Company's annual report on Form 10-K filed on February 27, 2015.)

 

10.12#

 

Executive Agreement dated June 13, 2014, by and between Penn National Gaming, Inc. and Carl Sottosanti. (Incorporated by reference to Exhibit 10.12 to the Company's annual report on Form 10-K filed on February 27, 2015.)

Table of Contents

Exhibit   Description of Exhibit
  10.13#   Executive Agreement dated June 17, 2014 between Penn National Gaming, Inc. and John V. Finamore. (Incorporated by reference to Exhibit 10.13 to the Company's annual report on Form 10-K filed on February 27, 2015.)

 

10.14

 

Exchange Agreement, dated as of January 16, 2013, by and between Penn National Gaming, Inc. and FIF V PFD LLC. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on January 18, 2013).

 

10.15

 

Exchange Agreement dated October 30, 2013, by and among Peter M. Carlino, the Commonwealth Trust Company, Trustee of the PMC Delaware Dynasty Trust, Penn National Gaming, Inc and Gaming and Leisure Properties,  Inc. dated September 25, 2013. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on November 5, 2013).

 

10.16

 

Separation and Distribution Agreement by and between Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. dated November 1, 2013. (Incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K, filed on November 7, 2013).

 

10.17

 

Tax Matters Agreement between Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. dated as of November 1, 2013. (Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K, filed on November 7, 2013).

 

10.18

 

Transition Services Agreement dated November 1, 2013 between Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 10.3 to the Company's current report on Form 8-K, filed on November 7, 2013).

 

10.19

 

Employee Matters Agreement dated November 1, 2013 between Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (Incorporated by reference to Exhibit 10.4 to the Company's current report on Form 8-K, filed on November 7, 2013).

 

10.20

 

Master Lease between GLP Capital L.P. and Penn Tenant LLC dated November 1, 2013. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on November 7, 2013).

 

10.20(a)

 

First Amendment to the Master Lease. (Incorporated by reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2014).

 

10.20(b)

 

Second Amendment to the Master Lease. (Incorporated by reference to Exhibit 10.4 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2014).

 

10.21

 

Lease dated January 25, 2002 between Wyomissing Professional Center II, LP and Penn National Gaming, Inc. for portion of the Wyomissing Corporate Office. (Incorporated by reference to Exhibit 10.12 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004).

 

10.21(a)

 

Commencement Agreement, dated May 21, 2002, in connection with Lease dated January 25, 2002 between Wyomissing Professional Center II, LP and Penn National Gaming, Inc. for portion of the Wyomissing Corporate Office. (Incorporated by reference to Exhibit 10.12(a) to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004).

 

10.21(b)

 

First Lease Amendment, dated December 4, 2002, to Lease dated January 25, 2002 between Wyomissing Professional Center II, LP and Penn National Gaming, Inc. for portion of the Wyomissing Corporate Office. (Incorporated by reference to Exhibit 10.12(b) to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004).

 

10.22

 

Lease dated August 22, 2003 between The Corporate Campus at Spring Ridge 1250, L.P. and Penn National Gaming, Inc. for portion of the Wyomissing Corporate Office. (Incorporated by reference to Exhibit 10.13 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2004).

Table of Contents

Exhibit   Description of Exhibit
  10.23   Amended and Restated Lease dated April 5, 2005 between Wyomissing Professional Center III, Limited Partnership and Penn National Gaming, Inc. for portion of the Wyomissing Corporate Office. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on April 8, 2005).

 

10.24

 

Lease dated April 5, 2005 between Wyomissing Professional Center, Inc. and Penn National Gaming, Inc. for portion of the Wyomissing Corporate Office. (Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K, filed on April 8, 2005).

 

10.25

 

Credit Agreement, dated October 30, 2013, by and among Penn National Gaming, Inc., the Subsidiary Guarantors party thereto, the Lenders party thereto, the L/C Lenders Party thereto, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, J.P. Morgan Securities LLC, and Fifth Third Bank, as Joint Bookrunners for the Revolving Facility and the Term A Facility, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and UBS Securities LLC, as Joint Bookrunners for the Term B Facility and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, J.P. Morgan Securities LLC, Fifth Third Bank, Wells Fargo Securities, LLC, UBS Securities LLC, Credit Agricole Corporate and Investment Bank, Goldman Sachs Bank USA, Manufactures & Traders Trust Company, Nomura Securities International, Inc. RBS Securities Inc. and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers, Bank of America, N.A., as Administrative Agent and Collateral Agent and U.S. Bank N.A., as Documentation Agent. (Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K, filed on November 4, 2013).

 

10.26

 

Registration Rights Agreement, dated as of October 30, 2013 by and between Penn National Gaming Inc., JP Morgan Securities LLC and the other initial purchasers named therein (Incorporated by reference to Exhibit 10.1 on Form 8-K, filed on November 4, 2013).

 

10.27

 

Registration Rights Agreement, dated as of August 14, 2009, among Penn National Gaming, Inc. and Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Banc of America Securities LLC and RBS Securities Inc., each for itself and on behalf of each of the other initial purchasers. (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K, filed on August 14, 2009).

 

10.28

 

Riverboat Gaming Development Agreement between the City of Lawrenceburg, Indiana and Indiana Gaming Company, L.P. dated as of April 13, 1994, as amended by Amendment Number One to Riverboat Development Agreement between the City of Lawrenceburg, Indiana and Indiana Gaming Company L.P., dated as of December 28, 1995. (Incorporated by reference to Argosy Gaming Company's annual report on Form 10-K for the fiscal year ended December 31, 1995).

 

10.29(a)

 

Second Amendment to Riverboat Gaming Development Agreement between City of Lawrenceburg, Indiana, and the Indiana Gaming Company, L.P. dated August 20, 1996. (Incorporated by reference to Exhibit 10.23 (a) to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2005).

 

10.29(b)

 

Third Amendment to Riverboat Gaming Development Agreement between City of Lawrenceburg, Indiana, and the Indiana Gaming Company, L.P. dated June 24, 2004. (Incorporated by reference to Exhibit 10.2 of Argosy Gaming Company's quarterly report on Form 10-Q for the quarter ended September 30, 2004).

 

10.30

 

Lottery Gaming Facility Management Contract dated August 25, 2009 between the Kansas Lottery and Kansas Entertainment, LLC. (Incorporated by reference to Exhibit 99.1 to the Company's current report on Form 8-K, filed on February 19, 2010).

 

10.31

 

Development Agreement dated as of September 8, 2009 by and between the Unified Government of Wyandotte County/Kansas City, Kansas and Kansas Entertainment, LLC. (Incorporated by reference to Exhibit 99.2 to the Company's current report on Form 8-K, filed on February 19, 2010).

Table of Contents

Exhibit   Description of Exhibit
  10.32   Agreement dated April 7, 2006 by and between PNGI Charles Town Gaming Limited Liability Company and the West Virginia Union of Mutuel Clerks, Local 553, Service Employees International Union, AFL—CIO. (Incorporated by reference to exhibit 10.1 to the Company's current report on Form 8-K, filed on April 24, 2006).

 

10.32

 

Agreement dated February 20, 2009 between PNGI Charles Town Gaming Limited Liability Company and Charles Town HBPA, Inc. (Incorporated by reference to Exhibit 10.16 to the Company's annual report on Form 10-K for the fiscal year ended December 31, 2008).

 

10.33

 

Equity Interest Purchase Agreement dated May 7, 2012 by and among Penn National Gaming, Inc., Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., Harrah's Maryland Heights Operating Company, Players Maryland Heights Nevada, LLC, and Harrah's Maryland Heights, LLC. (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2012).

 

21.1

 

Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 21.1 to the Company's annual report on Form 10-K filed on February 27, 2015.)

 

23.1*

 

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

 

31.1*

 

CEO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

 

31.2*

 

CFO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

 

32.1*

 

CEO Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

 

32.2*

 

CFO Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

 

99.1

 

Description of Governmental Regulation. (Incorporated by reference to Exhibit 99.1 to the Company's annual report on Form 10-K filed on February 27, 2015.)

 

101

 

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at December 31, 2014 and 2013, (ii) the Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012, (iii) the Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2014, 2013 and 2012, (iv) the Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2014, 2013 and 2012, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 and (vi) the notes to the Consolidated Financial Statements, tagged as blocks of text.

#
Compensation plans and arrangements for executives and others.

*
Filed herewith.