PENN PENN Entertainment Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): October 23, 2014

PENN NATIONAL GAMING, INC.

Commission file number 0-24206

Incorporated Pursuant to the Laws of the Commonwealth of Pennsylvania

IRS Employer Identification No. 23-2234473

825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610

610-373-2400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.                                        Results of Operations and Financial Condition.

On October 23, 2014, Penn National Gaming, Inc. (the “Company”) issued a press release announcing its financial results for the nine months ended September 30, 2014.  The full text of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.                                        Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements 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.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

PENN NATIONAL GAMING REPORTS THIRD QUARTER REVENUE

OF $645.9 MILLION AND ADJUSTED EBITDA OF $65.7 MILLION,
INCLUSIVE OF $104.6 MILLION OF RENT EXPENSE

- Establishes 2014 Fourth Quarter Guidance and Updates 2014 Full Year Guidance -

Wyomissing, PA (October 23, 2014) — Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National Gaming”, “Penn” or the “Company”) today reported third quarter operating results for the three months ended September 30, 2014, as summarized below.

Summary of Third Quarter Results

(1)         Adjusted EBITDAR is adjusted EBITDA excluding rent expense associated with our Master Lease with Gaming and Leisure Properties, Inc. (“GLPI”).  Results for the three months ended September 30, 2013 included net revenues of $39.6 million and adjusted EBITDAR of $9.3 million related to Hollywood Casino Perryville and Hollywood Casino Baton Rouge, which were contributed to GLPI on November 1, 2013 as part of the spin-off.

(2)         Adjusted EBITDA is income (loss) from operations, excluding the impact of stock compensation, impairment losses, insurance recoveries and deductible charges, depreciation and amortization and gain or loss on disposal of assets. Adjusted EBITDA is also inclusive of income or loss from unconsolidated affiliates, with our share of the non-operating items added back for our joint venture in Kansas Entertainment, LLC (“Kansas Entertainment”). A reconciliation of net income (loss) per accounting principles generally accepted in the United States of America (“GAAP”) to adjusted EBITDA and adjusted EBITDAR, as well as income (loss) from operations per GAAP to adjusted EBITDA and adjusted EBITDAR, is included in the accompanying financial schedules.

(3)         The guidance figures in the table above present the guidance Penn National Gaming provided on July 24, 2014 for the three months ended September 30, 2014.

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Review of Third Quarter 2014 Results vs. Guidance

(1)         The guidance figures in the tables above present the guidance Penn National Gaming provided on July 24, 2014 for the three months ended September 30, 2014.

Timothy J. Wilmott, President and Chief Executive Officer of Penn National Gaming, commented, “Third quarter consolidated revenue, adjusted EBITDAR and adjusted EBITDA exceeded guidance, largely reflecting better than projected property operating results including outperformance at some of our larger properties, solid initial partial quarter contributions from Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course, and ongoing success in delivering strong consolidated adjusted EBITDAR margins.

“Overall, third quarter adjusted EBITDA exceeded guidance by $5.3 million, inclusive of a $7.7 million positive operating segment variance and one-time costs of $2.3 million related to the November Massachusetts referendum, which were excluded from the guidance provided in July.  Reflecting the strong leverage in our operating model, and excluding the impact of Massachusetts lobbying expenses and the results of Argosy Casino Sioux City which closed on July 30, the 1.7% revenue outperformance relative to guidance drove a 10.7% increase in adjusted EBITDA relative to guidance.

“Penn National Gaming is performing relatively well in the current operating environment, underscoring the value of our efforts to pair property-level adjusted EBITDAR growth through a disciplined approach to facility management and ongoing margin improvements with new facility openings.  In addition, bottom line results continue to benefit from corporate expense management initiatives.  On a year-over-year basis, third quarter corporate overhead (inclusive of third quarter lobbying costs) declined 19.3% to $19.7 million and we remain on track to realize full year 2014 corporate overhead expense reductions of approximately 21% (after excluding $25 million of spin-off costs incurred in 2013).

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“During the third quarter we generated adjusted EBITDAR margin improvements in our Southern Plains and West operating segments.  These results offset a slight decline in our East/Midwest segment which was primarily attributable to pre-opening costs at Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course and an unanticipated, one time promotional-related expense at Hollywood Gaming at Dayton Raceway in early September.  Demonstrating the effective implementation of strategies to improve operating efficiencies, consolidated third quarter 2014 adjusted EBITDAR margin grew approximately 50 basis points on a year over year basis to 26.4%.

“During the quarter Penn National Gaming successfully opened our Dayton and Austintown video lottery terminal facilities in Ohio.  Hollywood Gaming at Dayton Raceway opened on August 28 with 1,000 gaming devices and has been well received by the local community.  On September 17, Hollywood Gaming at Mahoning Valley Race Course opened in Austintown with 850 gaming devices.   On August 28, we also opened our new $26 million, 154-room hotel at Zia Park Casino.  Consistent with the Company’s long-term record, all three projects opened on time and on budget.

“In Massachusetts we recently reached the half-way point in construction on our $225 million Plainridge Park Casino.  Plainridge Park Casino is expected to open in June 2015, creating 1,000 construction jobs and 500 permanent jobs in addition to protecting the jobs of over 100 employees currently employed at Plainridge Racecourse.  We recently announced that we have far exceeded our construction diversity vendor goals, with more than 40% of contracts awarded to date going to minority, women-owned and veteran businesses.  During the third quarter, Penn National Gaming continued to actively participate in a broad-based coalition effort to support the 2011 gaming legislation which is the subject of an Election Day referendum.  We estimate that by Election Day, Penn National will have invested more than $100 million in our Plainridge project, inclusive of the $42 million purchase price and the $25 million license fee.

“Recent public opinion polls continue to indicate that Massachusetts voters recognize the importance of the gaming act and that residents understand and appreciate the substantial economic and employment benefits that gaming will bring to the Commonwealth.  We urge residents to vote NO on Question 3 at the ballot box on November 4, supporting our efforts to further help small businesses in Massachusetts and preserve the 6,500 construction jobs and 10,000 good paying permanent jobs with benefits that our industry will collectively generate.

“Elsewhere, construction continues to move forward on the $360 million Hollywood Casino-branded gaming facility on the Jamul Indian Village’s land in trust, which is located approximately twenty miles east of downtown San Diego, directly off of State Route 94.  Hollywood Casino Jamul-San Diego is expected to open in mid-2016 as the closest casino to downtown San Diego.  When complete, the property will include a three-story gaming and entertainment facility of approximately 200,000 square feet, including more than 1,700 slot machines, 50 live table games, multiple restaurants, bars and lounges and 1,900 parking spaces.  This project has already created significant new construction jobs and will result in hundreds of new permanent jobs in the region while

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enabling the Jamul Indian Village of California to become economically self-sufficient.  Penn National Gaming expects to participate in the success of the project through management and branding fees, as well as interest payments on funds advanced to develop the project.

“Last month, Penn National Gaming and our joint venture partner, The Cordish Companies, made one of the sixteen presentations to New York State officials who are expected to grant up to four new gaming licenses sometime before year-end.  Our presentation highlighted the community and statewide employment and tax revenue benefits associated with the planned development of ‘Live! Hotel & Casino New York,’ a world-class gaming facility and resort proposed for Orange County, New York with a budget of over $750 million.  The proposed facility would be owned and managed by a 50/50 joint venture which brings together two of the industry’s most financially sound companies with excellent balance sheets and extensive records of developing and operating world-class gaming facilities in competitive environments.  The Penn National and Cordish presentation also highlighted our unrivalled records of job creation, employment diversity and community involvement.

“As presented, our Orange County plans include an upscale boutique hotel with over 300 rooms and luxury suites; a destination spa and fitness center; over 3,000 slot machines; more than 250 live poker and table games; several marquee restaurants including Bobby Flay Steak, Smorgasburg, The Cheesecake Factory, Fornino, and Bobby’s Burger Palace; a live entertainment venue; and a spacious conference center.  The proposal from Penn National Gaming and Cordish Companies reflects our companies’ unwavering appreciation for our customers, employees and the local communities in which we operate and we look forward to New York State’s near-term decision.

“Earlier this month, we were proud to have been named by Spectrum Gaming Group as the gaming industry’s ‘Employer of First Choice’ in the 14th Annual Bristol Associates/Spectrumetrix™ Executive Satisfaction Survey.  Penn National Gaming placed ahead of fourteen prominent gaming companies in this year’s survey, including destination and regional gaming operators, Macau operators and major Native American gaming operators. This distinction is a testament to the strength of our senior management, corporate staff, and our General Managers and their respective operating teams, which together foster a collaborative workplace environment that prioritizes a deep appreciation for our customers and the local communities in which we operate, all of which we bring to bear in our efforts to generate enhanced shareholder value.”

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Development and Expansion Projects

The table below summarizes Penn National Gaming’s current facility development projects:

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Financial Guidance

Reflecting current operating trends, the table below sets forth 2014 fourth quarter and full year guidance targets for financial results, based on the following assumptions:

·                  Miami Valley Gaming in Lebanon, Ohio, opened in December 2013 and continues to impact Hollywood Casino Lawrenceburg and Hollywood Casino Columbus;

·                  Belterra Park in Cincinnati, opened in May 2014, impacting Hollywood Casino Lawrenceburg;

·                  Horseshoe Baltimore opened in late August 2014, impacting Hollywood Casino at Charles Town Races;

·                  Argosy Casino Sioux City ceased operations in July, with minimal ongoing expenses;

·                  A full year contribution from the Company’s management contract for Casino Rama;

·                  Full year 2014 rent expense of $420.2 million, with $106.7 million to be incurred in the fourth quarter of 2014, excluding any potential rent escalator;

·                  Full year 2014 pre-opening expenses of $9.9 million, with $1.1 million to be incurred in the fourth quarter of 2014;

·                  Includes $2.3 million of costs incurred in the nine months ended September 30, 2014 related to the November Massachusetts referendum in the third quarter and excludes additional expenses being incurred in the fourth quarter;

·                  Depreciation and amortization charges in 2014 of $178.1 million, with $43.3 million in the fourth quarter of 2014;

·                  Our share of non-operating items (such as depreciation and amortization expense) associated with our joint venture in Kansas Entertainment total $11.8 million for 2014, with $3.0 million to be incurred in the fourth quarter of 2014;

·                  Estimated non-cash stock compensation expenses of $10.7 million for 2014, with $2.7 million to be incurred in the fourth quarter of 2014;

·                  LIBOR is based on the forward yield curve;

·                  A diluted share count of approximately 88.8 million shares for the full year 2014; and

·                  There will be no material changes in applicable legislation, regulatory environment, world events, weather, recent consumer trends, economic conditions, competitive landscape (other than listed above) or other circumstances beyond our control that may adversely affect the Company’s results of operations.

(1)   The guidance figures in the table above present the guidance Penn National Gaming provided on July 24, 2014 for the full year ended December 31, 2014.

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Segment Information — Operations

(in thousands) (unaudited)

(1)         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, Hollywood Casino Columbus, 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 the second quarter of 2015. Current year results do not include results for Hollywood Casino Perryville as it was contributed to GLPI on November 1, 2013. This property had net revenues of $22.7 million and $70.4 million and adjusted EBITDAR of $4.6 million and $13.9 million for the three and nine months ended September 30, 2013, respectively.  Our East/Midwest segment results for the three and nine months ended September 30, 2014 included preopening costs of $5.6 million and $8.4 million, respectively, whereas results for the nine months ended September 30, 2013 included preopening charges of $0.2 million.

(2)         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. Results for the three and nine months ended September 30, 2013 included spin-off transaction costs of $3.8 million.

(3)         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, Boomtown Biloxi, and Hollywood Casino St. Louis, 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. Starting with the second quarter of 2014, adjusted EBITDA and adjusted EBITDAR from our joint venture in Kansas Entertainment exclude our share of the impact of non-operating items (such as depreciation and amortization expense). The prior year amounts were restated to conform to this new presentation. Additionally, current year results do not include results for Hollywood Casino Baton Rouge as it was contributed to GLPI on November 1, 2013.  This property had net revenues of $16.9 million and $58.0 million and adjusted EBITDAR of $4.7 million and $18.4 million for the three and nine months ended September 30, 2013, respectively.

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(4)         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. Results in the prior year also 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 regional executives and reported in their respective reportable segment. The Other category also includes the Company’s corporate overhead costs, which was $19.7 million and $49.8 million for the three and nine months ended September 30, 2014, respectively, as compared to corporate overhead costs of $24.4 million and $77.3 million for the three and nine months ended September 30, 2013, respectively. Corporate overhead costs decreased by $4.7 million for the three months ended September 30, 2014, as compared to the corresponding period in the prior year, primarily due to lower spin-off transaction and development costs of $7.3 million, partially offset by higher lobbying costs of $1.6 million and a favorable franchise tax resolution for $1.1 million in the third quarter of 2013.  Corporate overhead costs decreased by $27.5 million for the nine months ended September 30, 2014, as compared to the corresponding period in the prior year, primarily due to lower payroll costs of $8.0 million due to the fact that certain members of Penn’s executive management team transferred their employment to GLPI as part of the spin-off, lower spin-off transaction and development costs of $15.2 million, lower lobbying costs of $0.3 million, transition service fees received from GLPI of $1.5 million, and a reduction in various other items due to cost containment measures, all of which was partially offset by a favorable franchise tax resolution for $1.1 million in the third quarter of 2013. Additionally, the Other category includes $0.1 million and $1.0 million for the three and nine months ended September 30, 2014, respectively, in costs from our New York joint venture.

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Reconciliation of Net income (loss) (GAAP) to Adjusted EBITDA and Adjusted EBITDAR

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

(in thousands) (unaudited)

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Reconciliation of Income (loss) from operations (GAAP) to Adjusted EBITDA and Adjusted EBITDAR

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Segment Information

(in thousands) (unaudited)

Three Months Ended September 30, 2014

Three Months Ended September 30, 2013

Nine Months Ended September 30, 2014

Nine Months Ended September 30, 2013

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

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per share data) (unaudited)

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Supplemental information

(in thousands) (unaudited)

(1)         Other long term obligations include the present value of the relocation fees due for both Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course of $135.5 million.  See Note 1 on page 5 of this release for further details.  It also includes a liability of $18.5 million based on the estimated fair value of contingent purchase price consideration that is payable over ten years to the previous owners of Plainridge Racecourse.

(2)         Although our joint venture in Kansas Entertainment is accounted for as an equity method investment and is not consolidated, this joint venture had no debt outstanding at September 30, 2014 or December 31, 2013.

During the second quarter of 2014, Penn refined its definition of adjusted EBITDA and adjusted EBITDAR to add back our share of the impact of non-operating items (such as depreciation and amortization) at our joint ventures which have gaming operations. At this time, Kansas Entertainment, the operator of Hollywood Casino at Kansas Speedway, is Penn’s only joint venture that meets this definition. Kansas Entertainment does not currently have, nor has it ever had, any indebtedness. Attached below is a quarterly summary of the Company’s historical and revised adjusted EBITDA that Penn reported over the past five quarters. We have also presented the cash flow distributions we have received from this investment for the three and nine months ended September 30, 2014 and 2013.