−Removed: You should be aware that the occurrence of any of the events described in this section and elsewhere in this report or in any other of our filings with the SEC could have a material adverse effect on our business, financial position, results of operations, and cash flows.
−Removed: In evaluating us, you should consider carefully, among other things, the risks described below.
+Added: Our business is subject to risks and uncertainties.
+Added: You should consider carefully, among other things, the risks described below, together with the other information in this report, before making an investment decision with respect to our securities.
+Added: The occurrence of any of the following risks, or additional risks and uncertainties not presently known to us, could materially and adversely affect our business, financial condition, and results of operations.
Summary of Risk Factors
−Removed: The following is a summary of the principal risks that could adversely affect our business, operations, and financial results.
+Added: The following is a summary of the principal risks that could adversely affect our business, financial condition, and results of operations.
+Added: This summary should not be considered a substitute for the detailed risk factors described below.
Risks Related to Our Business, Industry and Market Conditions
−Removed: • Our business is sensitive to reductions in discretionary consumer spending because of downturns in the economy and other factors outside of our control.
+Added: • Our business is sensitive to reductions in discretionary consumer spending, which may be adversely impacted by downturns in the economy and other factors outside of our control.
• Intense competition exists in the gaming, media, and entertainment industries, and we expect competition to continue to intensify.
−Removed: • Our results of operations may fluctuate due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees of future performance.
+Added: • Our results of operations may fluctuate due to seasonality and other factors, which could make our future operating results difficult to predict.
• Shareholder activists could cause a disruption to our business.
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• Investors’ and other stakeholders’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks.
−Removed: • Our management agreements and/or leases with third parties and local governments may not be renewed.
+Added: • Our operations in several jurisdictions depend on management agreements and/or leases with third parties and local governments that may not be renewed.
• There can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports betting and iCasino operations, including ESPN BET.
−Removed: • Our operations and their success are largely dependent on the skill and experience of management and key personnel.
−Removed: • Our business is dependent on our ability to attract and retain talented team members.
+Added: • Our operations and their success are largely dependent on the skill and experience of management and key personnel, and our ability to attract and retain talented team members.
• We face risks related to collective bargaining activity and strikes.
• We face the risk of fraud, theft, and cheating.
−Removed: • We rely on, among other things, copyrights, trademarks, trade secrets, confidentiality procedures, and contractual provisions to protect our intellectual property rights and we may be unable to protect or may not be successful in protecting our intellectual property rights.
+Added: • We may be unable to protect or may not be successful in protecting our intellectual property rights.
• Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others.
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• We rely on third parties to provide services that are essential to the operation of our online sports betting and iCasino business, including geolocation, identity and age verification, payment processing, and sports data.
−Removed: • Our growth will depend, in part, on the success of our strategic relationships with third parties.
+Added: • Our growth and success depend, in part, on the success of our strategic relationships with third parties.
• We are reliant on our partnership with ESPN, and our failure to maintain that relationship could negatively impact our business, reputation, and strategic goals.
−Removed: • The growth of our Interactive segment will depend on our ability to attract and retain users and require investments in our online offerings, technology, and strategic marketing initiatives.
+Added: • The growth of our Interactive segment will depend on our ability to attract and retain users and investments in our online offerings, technology, and strategic marketing initiatives.
• Participation in the sports betting industry exposes us to trading, liability management, and pricing risk.
−Removed: • We follow the sports betting industry practice of restricting and managing betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise;
−Removed: however, there is no guarantee that gaming regulatory authorities will allow operators such as us to place limits at the individual customer level.
+Added: • We follow the sports betting industry practice of restricting and managing betting limits at the individual customer level, with limits determined by customer profiles and acceptable enterprise risk;
+Added: however, there is no guarantee that gaming regulatory authorities will continue to allow operators such as us to follow such practices.
• We extend credit to a portion of our customers who wager at our retail properties, and we may not be able to collect gaming receivables from our credit customers.
−Removed: • The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors and is not completely controlled by us.
+Added: • The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors, including factors beyond our control.
• We face a number of challenges prior to opening new or upgraded gaming properties, launching iCasinos and sports betting in new jurisdictions, or launching new iCasino or sports betting offerings.
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• If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired.
−Removed: • We rely on third party cloud infrastructure services to deliver our offerings to users.
+Added: • We rely on third party cloud infrastructure services to deliver our offerings to users, and we have experienced, and expect in the future to experience, service interruptions, delays, and outages.
• Our information technology and other systems are subject to cybersecurity risk, including misappropriation of employee information, customer information or other breaches of information security.
Legal and Regulatory Risk Factors
−Removed: • We are or may become involved in legal proceedings and no assurance can be provided as to the outcome of these matters.
+Added: • From time to time we may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters.
• We face extensive regulation from gaming regulatory authorities.
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• We may experience material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming.
−Removed: The summary risk factors described above should be read together with the text of the full risk factors below and in the other information set forth in this Annual Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC.
−Removed: If any such risks and uncertainties actually occur, our business, prospects, financial condition, and results of operations could be materially and adversely affected.
−Removed: The risks summarized above or described in full below are not the only risks that we face.
−Removed: Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition, and results of operations.
Risks Related to Our Business, Industry, and Market Conditions
−Removed: Our business is sensitive to reductions in discretionary consumer spending because of downturns in the economy and other factors outside of our control.
+Added: Our business is sensitive to reductions in discretionary consumer spending, which may be adversely impacted by downturns in the economy and other factors outside of our control.
Our business is particularly sensitive to downturns in the economy and the associated impact on discretionary spending on leisure activities.
As a regional operator, our in-person customers are predominately local, so we compete for more day-to-day discretionary spending as compared with destination spending.
−Removed: Decreases in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, effects of declines in consumer confidence in the economy, any future employment or credit crisis, the impact of high and prolonged inflation, particularly with respect to housing, energy, and food costs, the increased cost of travel, decreased disposable consumer income and wealth, fears of war and future acts of terrorism, or widespread illnesses or epidemics can have a material adverse effect on discretionary spending and other areas of economic behavior that directly impact the gaming and entertainment industries in general and
−Removed: could further reduce customer demand for the products and amenities that we offer, which may negatively impact our revenues and operating cash flow.
−Removed: The closing of our properties due to the COVID-19 pandemic caused significant disruptions to our ability to generate revenues, profitability, and cash flows and had a material adverse impact on our financial condition, results of operations, and cash flows.
−Removed: While all our properties are currently open, there remains continuing logistical challenges faced by the entire gaming industry resulting from COVID-19-related labor shortages and supply chain disruptions.
−Removed: Future disruptions, as well as significant negative economic trends, due to the COVID-19 pandemic or other widespread illnesses or epidemics, may adversely impact our business, prospects, financial condition, and results of operations.
+Added: Decreases in discretionary consumer spending or changes in consumer preferences, including as a result of perceived or actual adverse economic conditions or inflation, changes in interest or unemployment rates, tight credit conditions, increased housing, energy, food and travel costs, global hostilities, trade
+Added: disputes, including the imposition of new or increased tariffs, political or social unrest, widespread illnesses, or other factors beyond our control, could adversely affect the gaming and entertainment industries and demand for our products and amenities, which could materially and adversely affect our business, financial condition, and results of operations.
+Added: For example, the COVID-19 pandemic caused significant disruptions to our ability to generate revenues, profitability, and cash flows and had a material adverse impact on our business, financial condition, and results of operations.
+Added: Although our properties are currently open, any future disruptions, pandemics, or significant negative economic trends, may adversely impact our business, financial condition, and results of operations.
Intense competition exists in the gaming, media, and entertainment industries, and we expect competition to continue to intensify.
The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants.
−Removed: We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size and other gaming options such as state and province-sponsored internet lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations.
+Added: We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size, and other gaming options, such as state and province-sponsored internet lotteries, sweepstakes (including sweepstakes-based online sports betting and online casino), charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports, event contracts related to sports or other outcomes, such as government elections, and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations.
More generally, both our retail and interactive gaming operations face competition from all manner of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts, and travel.
We and our competitors have invested in expanding existing facilities, developing new facilities, and acquiring established facilities in existing markets.
−Removed: This expansion of existing casino entertainment properties, the increase in the number of properties and aggressive marketing strategies by many of our competitors have increased competition in many markets in which we compete, and this intense competition can be expected to continue.
−Removed: As competing properties and new markets open, our business, prospects, financial condition, and results of operations may be negatively impacted.
−Removed: Increased competition may require us to make substantial capital expenditures to maintain and enhance the competitive positions of our properties, including making expenditures to increase the attractiveness and add to the appeal of our facilities, increasing the manner and frequency in which we refresh, refurbish or replace fixtures, equipment and gaming offerings.
−Removed: After satisfying our obligations under our outstanding indebtedness and Triple Net Leases (as defined below), there can be no assurance that we will have sufficient funds to undertake these expenditures or that we will be able to obtain sufficient financing to fund such expenditures.
+Added: We expect this intense competition to continue, which may require us to undertake additional substantial capital expenditures to maintain and enhance the competitive positions of our properties and the attractiveness of our facilities.
+Added: There can be no assurance that we will have sufficient funds, or be able to obtain sufficient financing, to undertake such expenditures.
If we are unable to make such expenditures, our competitive position could be materially adversely affected.
−Removed: Similarly, there is intense competition among iCasino and online sports betting providers.
−Removed: Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours, which could negatively impact our business.
−Removed: There has also been considerable consolidation among competitors in the interactive gaming sectors and such consolidation and future consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger market share, expand offerings, and broaden their geographic scope of operations.
−Removed: If we are not able to maintain or improve our market share, or if our offerings do not continue to be popular, our Interactive segment’s business, prospects, financial condition, and results of operations could suffer.
−Removed: Our results of operations may fluctuate due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees of future performance.
+Added: Similarly, there is intense competition among iCasino and online sports betting providers, and there has been considerable consolidation among competitors in the interactive gaming sectors.
+Added: This intense competition and consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger market share, expand offerings, adopt aggressive pricing or promotional policies, and broaden their geographic scope of operations.
+Added: If we are not able to maintain or improve our market share, or if our offerings do not continue to be popular, our Interactive segment’s business, financial condition, and results of operations could suffer.
+Added: Our results of operations may fluctuate due to seasonality and other factors, which could make our future operating results difficult to predict.
Our online sportsbook, retail sportsbook, and core retail business operations may fluctuate due to seasonal trends and other factors.
−Removed: A majority of our current sports betting revenue occurs in the fourth quarter.
−Removed: This seasonality may cause decreases in our future revenues during the applicable off-seasons.
−Removed: In addition, certain individuals or teams advancing or failing to advance and their scores and other results within specific tournaments, games or events may impact our financial performance.
+Added: For example, a majority of our current sports betting revenue occurs in the fourth quarter, and we have experienced sports betting revenue decreases during applicable off-seasons and increases during significant sporting events.
+Added: In addition, the performance of certain individual athletes or teams may significantly impact our financial performance.
Our retail gaming operations are also subject to seasonality, including seasonality based on the weather in the markets in which they operate, specific holidays, or other significant events.
−Removed: The operations of our properties are subject to disruptions or reduced patronage as a result of severe weather conditions, natural disasters, acts or threats of terrorism, concerns about widespread illnesses or epidemics, including COVID-19, and other casualty events, such as hurricanes or tornados.
−Removed: We maintain significant property insurance, including business interruption coverage, for these types of casualty events;
−Removed: however, if any such events occur, there can be no assurances that we will be fully or promptly compensated, if at all, for losses at any of our properties in the event of future inclement weather or casualty events
−Removed: or from the closings of our properties due to widespread illnesses or epidemics.
−Removed: In addition, the occurrence of such an event may adversely impact general economic or other conditions in the areas in which our properties are located or from which they draw their patrons, and our business, prospects, financial condition, and results of operations could be materially adversely affected.
+Added: The operations of our properties are subject to disruptions or reduced patronage, including as a result of severe weather conditions, natural disasters, acts or threats of terrorism, concerns about widespread illnesses, and other significant events.
+Added: The closings of, or reduced visitation volumes at, our properties due to such events have in the past and may in the future result in lost profits, and there can be no assurances that we will be fully or promptly compensated by our business interruption insurance coverage, if at all.
+Added: Also, the costs of insurance against these types of events has increased in recent years.
+Added: In addition, the occurrence of such an event may adversely impact general economic or other conditions in the areas in which our properties are located or from which they draw their patrons, and our business, financial condition, and results of operations could be materially adversely affected.
Shareholder activists could cause a disruption to our business.
−Removed: An activist investor has indicated disagreement with our strategic direction and capital allocation policies and may seek representation on our Board of Directors.
−Removed: Our business, operating results and financial condition could be adversely affected and may result in, among other things:
−Removed: (a) increased operating costs, including increased legal expenses, insurance, administrative expenses and associated costs incurred in connection with director election contests;
−Removed: (b) uncertainties as to our future direction, which could result in the loss of potential business opportunities and could make it more difficult to attract, retain, or motivate qualified personnel, and strain relationships with investors and customers;
−Removed: and (c) reduction or delay in our ability to effectively execute our current business strategy and to implement new strategies.
+Added: We have been subject to shareholder activism and may be subject to such activism in the future.
+Added: For example, in January 2025, HG Vora Capital Management, LLC notified our Board of Directors that it has nominated three director candidates to stand for election at the Company’s upcoming annual meeting of shareholders.
+Added: In addition, in May 2024, the Board of Directors received a letter from The Donerail Group LP advocating for, among other things, changes to the Company's corporate strategy.
+Added: Shareholder activism pursued against the Company could give rise to or result in, among other things:
+Added: (a) increased costs, including expenses of third-party advisors, insurance, administrative expenses and other associated costs;
+Added: (b) perceived uncertainties as to our future direction, which could result in reputational harm and the loss of potential business opportunities and could make it more difficult to attract, retain, or motivate qualified personnel, and strain relationships with investors, customers, suppliers, and business partners;
+Added: (c) reduction or delay in our ability to effectively and timely execute our current business strategy and to implement new strategies;
+Added: (d) diversion of the attention of our Board of Directors and management team;
+Added: and (e) fluctuations in the Company’s stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
+Added: Any such shareholder activism could have an adverse effect on our business, financial condition, and results of operations.
Risks Related to our Operations
We generate a material percentage of our revenues from certain geographic regions and our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these regions.
−Removed: For the year ended December 31, 2023, we generated 13.8%, 13.6%, and 9.7% of our revenues from our retail properties within the states of Louisiana, Ohio, and Missouri, respectively.
−Removed: As a result, we are subject to a greater degree of risk than a gaming company with more regional diversification as our results will be dependent on the regional economies and competitive landscapes in these specific markets.
+Added: For the year ended December 31, 2024, we generated 13.6%, 12.7%, and 9.5% of our revenues from our retail properties within the states of Ohio, Louisiana, and Missouri, respectively.
+Added: As a result, we are subject to a greater degree of risk than a gaming company with more regional diversification, as our results are dependent on the regional economies and competitive landscapes in these specific markets.
Our ability to meet our operating and debt service requirements is thus dependent, in part, upon the continued success of our properties in these key regions.
−Removed: The risks to which we have a greater degree of exposure include changes in local economic and competitive conditions;
−Removed: changes in local and state governmental laws and regulations, including gaming laws and regulations, and the way in which those laws and regulations are applied;
−Removed: natural and other disasters, including the potential effects of climate change such as severe storms, hurricanes, typhoons, rising sea levels, severe drought, or the outbreak of infectious diseases;
−Removed: an increase in the cost of maintaining our properties in these areas;
−Removed: a decline in the number of visitors to locations in such regions;
−Removed: and a decrease in gaming and non-gaming activities at our properties in such regions.
−Removed: Any of these factors could negatively affect our business, prospects, financial condition, results of operations, and ability to generate sufficient cash flow to meet our operating and debt service requirements.
+Added: The operating results of these retail properties may be adversely impacted by changes in local economic and competitive conditions or local and state governmental laws and regulations, including gaming laws and regulations, and the application thereof, natural and other disasters, including the effects of climate change such as severe storms, hurricanes, typhoons, rising sea levels, or severe drought, or outbreaks of infectious diseases, increases in the costs of maintaining these properties, and declines in the number of visitors or in gaming and non-gaming activities at our properties in such regions.
+Added: Any of these factors could negatively affect our business, financial condition, and results of operations, including our ability to generate sufficient cash flow to meet our operating and debt service requirements.
A significant portion of our cash flow from operations is used to make interest payments and rent payments under our debt and lease agreements.
As of December 31, 2024, we had indebtedness of $2.8 billion, including $1.5 billion outstanding under our Amended Credit Facilities.
−Removed: We are also required to utilize a significant portion of our cash flow from operations to make our rent payments, which were $937.8 million for the year ended December 31, 2023, pursuant to and subject to the terms and conditions of our Master Leases and Morgantown Lease, each with GLPI, and our Margaritaville Lease and Greektown Lease with VICI (as defined previously, collectively, our “Triple Net Leases”).
+Added: We also utilize a significant portion of our cash flow from operations to make our rent payments, which were $950.4 million for the year ended December 31, 2024, pursuant to and subject to the terms and conditions of our Master Leases and Morgantown Lease, each with GLPI, and our Margaritaville Lease and Greektown Lease with VICI (as defined previously, collectively, our “Triple Net Leases”).
As a result of these commitments under our Triple Net Leases, 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.
−Removed: Further, our obligations under the Triple Net Leases may make it more difficult for us to satisfy our obligations with respect to our indebtedness and to obtain additional indebtedness and restrict our ability to raise capital, make acquisitions, divestitures, and engage in other significant transactions.
−Removed: Any of the aforementioned factors could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
−Removed: There is no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Amended Credit Facilities in amounts sufficient to enable us to fund our liquidity needs, including with respect to our indebtedness and rent payments.
+Added: Further, our obligations under the Triple Net Leases may make it more difficult or restrict, as applicable, our ability to satisfy our obligations with respect to our indebtedness, obtain additional financing, raise capital, make acquisitions or divestitures, or engage in other significant transactions.
+Added: Any of the aforementioned factors could have a material adverse effect on our business, financial condition, and results of operations.
+Added: There is no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Amended Credit Facilities or otherwise in amounts sufficient to enable us to fund our liquidity needs, including with respect to our indebtedness and rent payments, or development projects.
Our variable rate borrowings expose us to interest rate volatility, which could cause our debt service obligations to increase significantly.
We also may incur indebtedness related to properties we develop or acquire in the future prior to generating cash flow from those properties.
−Removed: If those properties 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.
+Added: For example, for the year ended December 31, 2024, we incurred capital project expenditures of $253.3 million in connection with the PENN Development Projects pursuant to our Master Development Agreement with GLPI, as defined and discussed in the “Executive Overview” within our Management’s Discussion and Analysis.
+Added: If those properties or other properties we develop or acquire do not provide us with cash flow to service that indebtedness, we will need to rely on cash flow from other properties or sources, which would increase our leverage.
In addition, if we consummate significant acquisitions in the future, our cash requirements may increase significantly.
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We may finance some of our current and future expansion, development and renovation projects and acquisitions with cash flow from operations, borrowings under our Amended Credit Facilities and equity or debt financings.
−Removed: For more information regarding our future development projects, see “Recent Acquisitions, Development Projects and Other” in the “ Executive Overview ” within our Management’s Discussion and Analysis.
−Removed: If we are unable to finance our current or future projects, we could have to seek alternative financing.
+Added: For more information regarding our future development projects, see “Recent Acquisitions, Development Projects and Other” in the “Executive
+Added: Overview” within our Management’s Discussion and Analysis.
+Added: If we are unable to finance our current or future projects, we may need to seek alternative financing.
Depending on credit market conditions, including the current high interest rate environment, 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.
−Removed: If we are unable to secure additional financing, we could be forced to limit or suspend expansion, development and renovation projects and acquisitions, which may adversely affect our business, prospects, financial condition, results of operations, and cash flows.
−Removed: The capacity under our Amended Revolving Credit Facility is $1.0 billion, of which $978.3 million is available as of December 31, 2023.
−Removed: Our Amended Revolving Credit Facility expires in 2027.
+Added: If we are unable to secure additional financing, we could be forced to limit or suspend expansion, development, and renovation projects and acquisitions, which may adversely affect our business, financial condition, and results of operations.
+Added: In addition, we have incurred significant capital project expenditures in connection with the PENN Development Projects, and our business, financial condition, and results of operations may be materially adversely impacted if we are unable to realize the anticipated benefits.
+Added: As of December 31, 2024, $979.1 million is available under our Amended Revolving Credit Facility, which expires in 2027.
There is no certainty that our lenders will continue to remain solvent or fund their respective obligations under our Amended Credit Facilities.
−Removed: Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
−Removed: Although we assess our banking and customer relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, the financial services industry or economy in general.
−Removed: Most of our facilities are leased and could experience risks associated with leased property.
+Added: Our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, the financial services industry or economy in general, including events involving limited liquidity, defaults, or non-performance, or concerns or rumors about any such events, as well as our commitments under certain agreements, including our Triple Net Leases and our indemnification obligations under the Barstool SPA.
+Added: We are subject to risks associated with leased property, as most of our facilities are leased.
We lease 36 of the facilities we operate pursuant to the Triple Net Leases.
−Removed: Termination of the PENN Master Lease, the 2023 Master Lease, Pinnacle Master Lease, or Morgantown Lease could result in a default under our debt agreements and could have a material adverse effect on our financial condition, results of operations, and cash flows.
+Added: Termination of the PENN Master Lease, the 2023 Master Lease, Pinnacle Master Lease, or Morgantown Lease could result in a default under our debt agreements and could have a material adverse effect on our business, financial condition, and results of operations.
Moreover, as a lessee, we do not completely control the land and improvements underlying our operations, and our landlords under the Triple Net Leases could take certain actions to disrupt our rights in the facilities leased under the Triple Net Leases that are beyond our control.
−Removed: In addition, should some of our leased facilities prove to be unprofitable, we could remain obligated for lease payments and other obligations under the Triple Net Leases even if we decide to withdraw from those locations.
−Removed: Further, there can also be no assurance that we will be able to comply with our obligations under the Triple Net Leases in the future or that our landlords will be able to comply with their obligations under the Triple Net Leases with us.
+Added: In addition, should some of our leased facilities prove to be unprofitable, we could remain obligated for lease payments and other obligations under the Triple Net Leases in the event we withdraw from those locations.
+Added: Further, there can be no assurance that we or our landlords will be able to comply with our respective obligations under the Triple Net Leases in the future.
+Added: Our operations in several jurisdictions depend on management agreements and/or leases with third parties and local governments that may not be renewed or the terms of a renewal may require significant fees or capital expenditure commitments.
+Added: Our operations in several jurisdictions depend on land leases and/or management and development agreements with third parties and local governments.
+Added: If we, or if GLPI or VICI, 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 or if disputes arise regarding the terms of these agreements, our business may be disrupted and, in the event of disruptions in multiple jurisdictions, could have a material adverse effect on our business, financial condition, and results of operations.
+Added: We may also be required to pay higher fees and/or incur additional capital expenditures to renew management agreements with third parties and local governments in our existing jurisdictions, or incur higher fees and/or capital expenditures than forecasted in connection with new management agreements with third parties and local governments as we expand into new jurisdictions.
+Added: There can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports betting and iCasino operations, including the launch of ESPN BET.
+Added: Certain of the jurisdictions in which we operate have legalized intra-state sports wagering and have established extensive state licensing and regulatory requirements governing any such intra-state sports wagering.
+Added: As of December 31, 2024, we have launched the ESPN BET app in 19 US states and territories, and we expect to launch our ESPN BET app in additional states throughout 2025.
+Added: Additionally, we have entered into agreements with other online sports betting and iCasino operators and may enter into additional agreements with strategic partners and other third-party vendors to provide market access in certain jurisdictions.
+Added: Our sports betting and iCasino operations compete, and will continue to compete, in a rapidly evolving and highly competitive market against an increasing number of competitors.
+Added: There can be no assurance that the ESPN BET audience will engage in sports betting and iCasino products to the extent that we expect or that we will otherwise realize the anticipated benefits of our expanded sports betting and iCasino operations.
+Added: Further, the success of our proposed sports betting and iCasino operations is dependent on a number of additional factors, many of which are beyond our control, including tax rates and license fees, our ability to gain market share, the timeliness and viability of our products, our ability to compete with new entrants in the market, changes in consumer demographics and public tastes and preferences, unexpected sporting event
+Added: cancellations or delays, and the availability and popularity of other forms of entertainment.
+Added: There can be no assurance that our expanded sports betting and iCasino operations will be able to compete effectively or generate sufficient returns.
We are subject to risks and costs related to climate change regulations and greenhouse gas effects.
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If such legislation is enacted, we could incur increased energy, environmental and other costs, and capital expenditures to comply with the limitations.
−Removed: Unless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our business, financial condition, results of operations, or ability to compete.
+Added: In addition, if such legislation is enacted but later significantly changed or repealed, we could incur costs related to compliance with the prior legislation without realizing the anticipated benefits.
+Added: Unless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our business, financial condition, and results of operations.
Further, regulation of GHG emissions may limit our customers’ ability to travel to our properties (e.g.
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For example, various policymakers, such as the SEC and the State of California, have adopted, or are considering adopting rules or laws to require companies to provide significantly expanded climate-related disclosures, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and board of directors.
−Removed: Additionally, some investors may use these non-financial performance factors to guide their investment strategies
−Removed: and, in some cases, may choose not to invest in us if they believe our policies and actions relating to ESG are inadequate.
−Removed: We may face reputational damage in the event that we do not meet the ESG standards set by various constituencies.
+Added: In addition, if such rules or laws are adopted but later significantly changed or repealed, we could incur significant costs related to compliance without realizing the anticipated benefits.
+Added: Additionally, certain investors may use these non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies and actions relating to ESG are inadequate.
+Added: We also may face reputational damage in the event that we do not meet the ESG standards set by various constituencies.
As ESG best practices and reporting standards continue to develop, we may incur increasing costs related to ESG monitoring and reporting and compliance with ESG initiatives.
−Removed: We publish an annual Corporate Social Responsibility Report, which highlights, among other things, our climate change mitigation activities and how we are supporting our workforce, including our diversity, equity, inclusion, and belonging efforts.
+Added: We publish an annual Corporate Social Responsibility Report, which highlights, among other things, our climate change mitigation activities and how we are supporting our workforce.
Our disclosures on these matters, or a failure to meet evolving stakeholder expectations for ESG practices and reporting, may potentially harm our reputation and customer relationships.
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In addition, in the event that we communicate certain initiatives or goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals.
−Removed: If we fail to satisfy the expectations of investors, customers, employees, and other stakeholders, or our initiatives are not executed as planned, our business, financial condition, results of operations, and prospects could be adversely affected.
−Removed: Our management agreements and/or leases with third parties and local governments may not be renewed or the terms of a renewal may require significant fees or capital expenditure commitments.
−Removed: Our operations in several jurisdictions depend on land leases and/or management and development agreements with third parties and local governments.
−Removed: If we, or if GLPI or VICI, 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 or if disputes arise regarding the terms of these agreements, our business may be disrupted and, in the event of disruptions in multiple jurisdictions, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
−Removed: We may also be required to pay higher fees and/or incur additional capital expenditures to renew management agreements with third parties and local governments in our existing jurisdictions, or incur higher fees and/or capital expenditures than forecasted in connection with new management agreements with third parties and local governments as we expand into new jurisdictions.
−Removed: There can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports betting and iCasino operations, including the launch of ESPN BET.
−Removed: Certain of the jurisdictions in which we operate have legalized intra-state sports wagering and have established extensive state licensing and regulatory requirements governing any such intra-state sports wagering.
−Removed: As of December 31, 2023, we have launched the ESPN BET app in 17 states, and we expect to launch our ESPN BET app in additional states throughout 2024.
−Removed: Our sports betting and iCasino operations compete, and will continue to compete, in a rapidly evolving and highly competitive market against an increasing number of competitors.
−Removed: Additionally, and as described in more detail below, we have entered into agreements with other online sports betting and iCasino operators and may enter into additional agreements with strategic partners and other third-party vendors to provide market access in certain jurisdictions.
−Removed: In addition, there can be no assurance that the ESPN BET audience will engage in sports betting and iCasino products to the extent that we expect.
−Removed: Further, the success of our proposed sports betting and iCasino operations is dependent on a number of additional factors, many of which are beyond our control, including the ultimate tax rates and license fees charged by jurisdictions across the United States and Canada;
−Removed: our ability to gain market share in a new market;
−Removed: the timeliness and the technological and popular viability of our products;
−Removed: our ability to compete with new entrants in the market;
−Removed: changes in consumer demographics and public tastes and preferences;
−Removed: cancellations and delays in sporting seasons and sporting matches as a result of events such as player strikes or lockouts;
−Removed: and the availability and popularity of other forms of entertainment.
−Removed: There can be no assurance that we will be able to compete effectively or that our expansion will be successful and generate sufficient returns on our investment.
−Removed: Our operations and their success are largely dependent on the skill and experience of management and key personnel.
−Removed: Our success and our competitive position, related to our retail operations, sports betting and iCasino operations, and media businesses, are largely dependent upon, among other things, the efforts and skills of our senior executives and management team.
−Removed: Although we enter into employment agreements with certain of our senior executives and key personnel, we cannot assure you that we will be able to retain our existing senior executive and management personnel or attract additional qualified senior executive and management personnel.
−Removed: Our business is dependent on our ability to attract and retain talented team members.
+Added: If we fail to satisfy the expectations of investors, customers, employees, and other stakeholders, or our initiatives are not executed as planned, our business, financial condition, and results of operations may be adversely affected.
+Added: The success of our business is largely dependent on the skill and experience of management and key personnel, and our ability to attract and retain talented team members.
+Added: The success and competitive position of our retail operations, sports betting and iCasino operations, and media businesses are largely dependent upon, among other things, the efforts and skills of our senior executives and management team, and our ability to attract and retain talented team members.
We compete with other companies both within and outside of our industry for talented personnel.
If we cannot recruit, train, develop, and retain skilled and experienced personnel to our corporate, retail operations, sports betting and iCasino, and media businesses, we could experience increased employee turnover, decreased guest or user satisfaction, low morale, inefficiency, or internal control failures.
−Removed: Insufficient numbers of talented team members could also limit our ability to grow and expand our businesses.
+Added: Insufficient numbers of talented team members or the loss of senior executives or key personnel could also limit our ability to grow and expand our businesses.
A shortage of frontline and skilled labor could also result in higher wages that would increase our labor costs, which could reduce our profits.
−Removed: Additionally, the increased ability of employees to work from home or in other remote work arrangements has impacted, and may continue to impact, our ability to attract and retain talented personnel.
+Added: Additionally, the increased ability of
+Added: employees to work from home or in other remote work arrangements has impacted, and may continue to impact, our ability to attract and retain talented personnel.
Qualified individuals are in high demand, particularly in the technology and media industries, and we may incur significant costs to attract them.
+Added: We also cannot assure that we will be able to retain our existing senior executive and key personnel or attract additional qualified senior executive and key personnel.
We may use equity awards to attract talented employees, influencers and media personalities.
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We face risks related to collective bargaining activity and strikes.
−Removed: As of December 31, 2023, approximately 25% of team members at our properties are currently covered by collective bargaining agreements.
+Added: As of December 31, 2024, a significant number of team members at our properties are currently covered by collective bargaining agreements.
Numerous collective bargaining agreements are typically subject to negotiation each year, and our ability in the past to resolve such negotiations does not mean that we will be able to resolve future negotiations without strikes, disruptions, or on terms that we consider reasonable.
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In addition, labor regulation and the negotiation of new or existing collective bargaining agreements could lead to higher wage and benefit costs, changes in work rules that raise operating expenses and legal costs, and could impose limitations on our ability or the ability of our third-party property owners to take cost saving measures during economic downturns.
−Removed: Given the large number of employees, labor unions are making a concerted effort to recruit more employees in the gaming industry, and we have experienced attempts by labor organizations to organize certain of our non-union employees.
+Added: Labor unions are making a concerted effort to recruit more employees in the gaming industry, and we have experienced attempts by labor organizations to organize certain of our non-union employees.
We cannot provide any assurance that we will not experience additional and successful union activity in the future.
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Such risks include stolen credit or charge cards or cash, falsified checks, theft of retail inventory and purchased goods, and unpaid or counterfeit receipts.
−Removed: Failure to discover such acts or schemes in a timely manner may result in losses in our operations.
+Added: Failure to prevent or discover such acts or schemes in a timely manner may result in losses in our operations.
In the event of the occurrence of any such issues with our existing technology or product offerings, substantial resources and management attention may be diverted from other projects to correct these issues, which may delay other projects and the achievement of our strategic objectives.
−Removed: Negative publicity related to such acts or schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition, results of operations, and cash flows.
−Removed: We rely on, among other things, copyrights, trademarks, trade secrets, confidentiality procedures, and contractual provisions to protect our intellectual property rights and we may be unable to protect or may not be successful in protecting our intellectual property rights.
+Added: Negative publicity related to such acts or schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition, and results of operations.
+Added: We may be unable to protect, or may not be successful in protecting, our intellectual property rights.
Our commercial success depends upon our ability to develop new or improved technologies and products, and to successfully obtain or acquire proprietary or statutory protection for our intellectual property rights.
We rely on, among other things, copyrights, trademarks, trade secrets, confidentiality procedures, and contractual provisions to protect our proprietary rights.
−Removed: While we enter license, confidentiality and non-disclosure agreements with our
−Removed: employees and vendors, consultants, users, potential users, and others to attempt to limit access to and distribution of proprietary and confidential information, it is possible that:
+Added: While we enter license, confidentiality and non-disclosure agreements with our employees and vendors, consultants, users, potential users, and others to attempt to limit access to and distribution of proprietary and confidential information, it is possible that:
• some or all of our confidentiality and non-disclosure agreements will not be honored;
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There can be no assurance that we will be successful in protecting our intellectual property rights or that we will become aware of third-party infringements that might be occurring.
−Removed: Inability to protect our intellectual property rights could have a material adverse effect on our prospects, business, financial condition or results of operations.
+Added: Inability to protect our intellectual property rights could have a material adverse effect on our business, financial condition.
+Added: and results of operations.
Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others.
The industries in which we compete have many participants that own, or claim to own, intellectual property, including participants that have been issued patents and may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those used by us in our products.
−Removed: Some of these patents may grant very broad protection to the third-party owners thereof.
+Added: Some of these patents may grant very broad protection to the third-party owners.
Patents can be issued very rapidly and there is often a great deal of secrecy surrounding pending patent applications.
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There can be no assurance that we will be able to obtain any such license or purchase the patent on commercially reasonable terms, or at all.
−Removed: If we do not obtain such a license, our prospects, business, operating results, and financial condition could be materially adversely affected, and we could be required to cease related business operations in some markets and restructure our business to focus on continuing operations in other markets.
+Added: If we do not obtain such a license, our business, financial condition, and results of operations could be materially adversely affected, and we could be required to cease related business operations in some markets and restructure our business to focus on continuing operations in other markets.
Our technology contains third-party open source software components.
Our technology contains software modules licensed to us under “open source” licenses from third-party sources.
−Removed: Use and distribution of open source software may entail greater risks than use of third-party commercial or proprietary software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding
−Removed: infringement claims or the quality of the code.
+Added: Use and distribution of open source software may entail greater risks than use of third-party commercial or proprietary software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code.
In addition, the public availability of such software may make it easier for others to compromise our technology.
−Removed: Some open source licenses contain requirements that we make the source code of our software, in which the open source software modules are used or incorporated into, publicly available for third parties to create modifications or derivative works, or grant other licenses to our intellectual property for free.
+Added: Certain open source licenses contain requirements that we make the source code of our software, in which the open source software modules are used or incorporated into, publicly available for third parties to create modifications or derivative works, or grant other licenses to our intellectual property for free.
These types of open source licenses are commonly known as “copyleft” licenses.
If we combine our proprietary software with open source software subject to copyleft licenses, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public.
−Removed: This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages.
+Added: This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of
+Added: our competitive advantages.
Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software or remove such copyleft software.
−Removed: Although we monitor our use of open source software to avoid subjecting our technology to licensing conditions we do not intend, the law surrounding the use of open source software and open source licenses is in a state of evolution and the legal ramifications of such use remain uncertain in the U.S.
+Added: Although we monitor our use of open source software to help avoid subjecting our technology to licensing conditions we do not intend, the law surrounding the use of open source software and open source licenses is in a state of evolution and the legal ramifications of such use remain uncertain in the U.S.
and other countries.
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We may face disruption and other difficulties in integrating and managing acquired operations or other initiatives we have recently acquired, may develop, or may acquire in the future.
−Removed: We could face significant challenges in managing and integrating our expanded or combined operations and any other properties or operations we may develop or acquire, particularly in new competitive markets or business lines, including our recently launched ESPN BET sportsbook app.
−Removed: The integration and management of more significant operations that we develop or acquire, such as our recent launch of the ESPN BET sportsbook app may temporarily divert attention from our day-to-day business.
+Added: We could face significant challenges in managing and integrating our expanded or combined operations and any other properties or operations we may develop or acquire, particularly in new competitive markets or business lines, including our ESPN BET sportsbook app.
+Added: The integration and management of more significant operations that we develop or acquire, such as the ESPN BET sportsbook app, may temporarily divert attention from our day-to-day business.
In addition, development and integration of new information technology systems that may be required is costly and time-consuming.
−Removed: The process of integrating operations that we may acquire also could interrupt the activities of those businesses, which could have a material adverse effect on our financial condition, results of operations, and cash flows.
+Added: The process of integrating operations 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 operations may involve regulatory, legal, and competitive risks, and, as it relates to property acquisitions, construction, and local opposition risks, as well as the risks attendant to partnership deals on these development opportunities.
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Finally, given the competitive nature of these types of limited license opportunities, litigation is possible.
−Removed: We cannot assure you that we will be able to manage the combined operations that we develop or acquire effectively or realize any of the anticipated benefits of our acquisitions or development projects.
−Removed: We also cannot assure you that if acquisitions are completed, that the acquired businesses will generate returns consistent with our expectations.
+Added: We cannot assure that we will be able to manage the combined operations that we develop or acquire effectively or realize any of the anticipated benefits of our acquisitions or development projects.
+Added: We also cannot assure 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 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.
−Removed: The occurrence of some or all of the above-described events could have a material adverse effect on our financial condition, results of operations, and cash flows.
+Added: 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 lease facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change.
−Removed: We have been and may continue to be adversely impacted by increases in the frequency, duration, and severity of extreme weather events and changes in precipitation and temperature which may be increasing consequences of climate change.
+Added: We have been and may continue to be adversely impacted by increases in the frequency, duration, and severity of extreme weather events and changes in precipitation and temperature.
Extreme weather conditions may interrupt our operations and reduce the number of customers who visit our facilities in the affected areas.
−Removed: Our properties in Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Massachusetts, Mississippi, Missouri, Ohio, and Pennsylvania are at risk of experiencing extreme weather conditions, including snowstorms, tornadoes, hurricanes and/or flooding.
+Added: Our properties in Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Massachusetts, Mississippi, Missouri, Ohio, and Pennsylvania are at risk of experiencing extreme weather conditions, including snowstorms, tornadoes, hurricanes or flooding.
In the past, adverse weather conditions, potentially exacerbated by climate change, have interrupted our operations, damaged property, and reduced the number of customers who visit our facilities in an affected area.
For example, we have experienced interrupted operations and property damage due to hurricanes in the areas around the Gulf of Mexico and due to certain snowstorms in the Midwest and Northeast.
−Removed: If any of our properties are damaged or there is a prolonged disruption at any of our properties due to natural disasters or other catastrophic weather events, our business, results of operations, and financial condition could be materially adversely affected.
+Added: If any of our properties are damaged or there is a prolonged disruption at any of our properties due to natural disasters or other extreme weather events, our business, financial condition, and results of operations could be materially adversely affected.
Although a majority of our repair, clean-up, and lost business expenses have been covered by insurance in the past, there is no assurance that, given the increasing burdens on insurance companies from extreme weather events, we will be able to continue to obtain adequate insurance against these types of losses, or that our insurers in the future will be in a position to satisfy our claims.
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Additionally, our retail casino gaming, sports betting, and iCasino operations rely heavily on technology services and an uninterrupted supply of electrical power.
−Removed: Any unscheduled disruption in our technology services or interruption in the supply of electrical power as a result of extreme weather, or otherwise, could result in an immediate, and possibly substantial, loss of revenues due to a shutdown of our retail casino gaming (including slot machines and security systems), sports betting, and iCasino operations.
+Added: Any unscheduled disruption in our technology services or interruption in the supply of electrical power as a result of extreme weather, or otherwise, could result in an immediate, and possibly substantial, loss of revenues.
We rely on third parties to provide services that are essential to the operation of our online sports betting and iCasino business, including geolocation, identity and age verification, payment processing, and sports data.
−Removed: We rely on third parties to provide services that are essential to the operation of our online gaming business, including geolocation, identity and age verification, payment processing, and sports data systems to ensure we comply with laws and regulations, processing deposits and withdrawals made by our online users and providing information regarding schedules, results, performance, and outcomes of sporting events to determine when and how bets are settled.
−Removed: The software, systems and services provided by our third-party providers may not meet our expectations, contain errors or weaknesses, be compromised or experience outages.
−Removed: A failure of such third-party systems to perform effectively, or any service interruption to those systems, could adversely affect our business by preventing users from accessing our online platform, delaying payment or resulting in errors in settling bets, which could give rise to regulatory issues relating to the operation of our business.
+Added: We rely on third parties to provide services that are essential to the operation of our online gaming business, including geolocation, identity and age verification, payment processing, and sports data systems.
+Added: These services help ensure we comply with laws and regulations, process deposits and withdrawals made by our online users, and are provided information regarding schedules, results, performance, and outcomes of sporting events to determine when and how bets are settled.
+Added: The software, systems and services provided by our third-party providers may contain errors or weaknesses, be compromised or experience outages, or otherwise not meet our expectations.
+Added: A failure of such third-party systems to perform effectively, or any service interruption to those systems, could adversely affect our business and give rise to regulatory issues relating to the operation of our business.
By way of example, incorrect or misleading geolocation and identity verification data with respect to current or potential users received from third-party service providers may result in us inadvertently allowing access to our offerings to individuals who are not permitted to access them or otherwise inadvertently denying access to individuals who are permitted to access them.
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Any suspension or delay in our suppliers’ ability to provide us adequate equipment or supplies, or in our ability to procure equipment or supplies from other sources in a timely manner or at all, could impair our ability to meet customer demand and therefore could have a material adverse effect on our business, prospects, financial condition or results of operations.
−Removed: In addition, if any of our third-party service providers terminates its relationship with us, is unable to maintain necessary regulatory approvals, or refuses to renew its agreement with us on commercially reasonable terms, we would have to find alternate service providers.
+Added: In addition, if any of our third-party service providers terminates its relationship with us, is unable to maintain necessary regulatory approvals, or refuses to renew its agreement with us on commercially reasonable terms, we would have to engage alternate service providers.
We cannot be certain that we would be able to secure favorable terms from alternative service providers that are critical to the operation of our business or enter into alternative arrangements in a timely manner.
−Removed: business, results of operations, and prospects would be adversely impacted by our inability to or delay in securing replacement services that are sufficient to support our online business or are on comparable terms.
−Removed: Our growth will depend, in part, on the success of our strategic relationships with third parties.
+Added: Our business, financial condition, and results of operations could be adversely impacted by our inability to timely secure replacement services that are sufficient to support our online business on comparable terms.
+Added: Our growth and success depend, in part, on the success of our strategic relationships with third parties.
We rely on relationships with sports leagues and teams, professional athletes and athlete organizations, advertisers, casinos, and other third parties, including those affiliated with ESPN, in order to attract users to our properties and online offerings, including ESPN BET.
These relationships, along with providers of online services, search engines, social media, directories and other websites and e-commerce businesses, direct consumers to our offerings.
−Removed: In addition, many of the parties with whom we have advertising arrangements provide advertising services to other companies, including other gaming products with whom we compete.
+Added: In addition, many of the parties with whom we have advertising arrangements provide advertising services to our competitors.
While we believe there are other third parties that could drive users to our offerings, adding or transitioning to them may disrupt our business and increase our costs.
−Removed: In the event that any of our existing relationships or our future relationships fails to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to attract consumers cost effectively and harm our business, financial condition, results of operations, and prospects.
+Added: In the event that any of our existing or future relationships fail to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could increase the cost to attract consumers and adversely impact our business, financial condition, and results of operations.
Additionally, under the sports betting and iCasino laws of certain jurisdictions, sports betting and iCasinos are limited to a finite number of retail operators, such as casinos, tribes or tracks, who own a “skin” or “skins” under that jurisdiction’s law.
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The “skin” provides a market access opportunity for mobile operators to operate in the jurisdiction pending licensure and other required approvals by the jurisdiction’s gaming regulatory authority.
−Removed: In some of the jurisdictions in which we offer sports betting and iCasino, we currently rely on a casino, tribe, or track in order to get a “skin.” If we cannot establish, renew or manage these relationships, our market access rights could terminate, and we would not be allowed to operate in those jurisdictions until we enter into new ones.
−Removed: As a result, our business, financial condition and results of operations could be adversely affected.
+Added: In some of the jurisdictions in which we offer sports betting and iCasino, we currently rely on a casino, tribe, or track in order to get a “skin.” If we cannot establish, renew, or manage these relationships, our market access rights could terminate, and we would not be allowed to operate in those jurisdictions until we enter into new ones, which could adversely affect our business, financial condition, and results of operations.
We are reliant on our partnership with ESPN, and our failure to maintain that relationship could negatively impact our business, reputation and strategic goals.
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however, the Sportsbook Agreement may be terminated by ESPN prior to 2033 under certain circumstances, including if the Sportsbook’s market access is not at least a specified percentage of the total market access by the online sportsbook operator with the most expansive market access.
−Removed: Any termination or loss of exclusivity of our exclusive license would have a material adverse effect on our business, financial condition or results of operations.
−Removed: The growth of our Interactive segment will depend on our ability to attract and retain users and require investments in our online offerings, technology, and strategic marketing initiatives.
+Added: Any termination or loss of exclusivity of our exclusive license would have a material adverse effect on our business, financial condition, and results of operations.
+Added: The growth of our Interactive segment will depend on our ability to attract and retain users, which may require investments in our online offerings, technology, and strategic marketing initiatives.
Our ability to achieve revenue growth in the future in our Interactive segment (inclusive of ESPN BET, theScore BET sports betting and iCasino app, and Hollywood iCasino) will depend, in large part, upon our ability to attract new users to our offerings, retain existing users and reactivate inactive users in a cost-effective manner.
−Removed: Achieving growth in our community of users may require us to increasingly engage in sophisticated and costly sales and marketing and promotional efforts, which may not make sense in terms of return on investment.
−Removed: We cannot be sure that our investments in technology, products, service offerings and marketing initiatives will be successful or generate the return on investment that we expect.
+Added: Achieving growth in our community of users may require us to increasingly engage in sophisticated and costly sales and marketing and promotional efforts.
+Added: There can be no assurance that we will realize the anticipated benefits of our investments in technology, products, service offerings and marketing initiatives.
If new or existing competitors offer more attractive offerings or engage in marketing initiatives that are better received by customers, we may lose users or users may decrease their spending on our offerings.
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For paid marketing, we may leverage a broad array of advertising channels, including television, radio, sports teams, social media influencers (brand ambassadors), social media platforms, such as Facebook, Instagram, Twitter and Snapchat, affiliates and paid and organic search, and other digital channels, such as mobile display.
−Removed: If the search engines on which we rely modify their algorithms, change their terms around online betting, if links to our apps or websites are not displayed prominently in online search results, if fewer users click through to the Apple App Store and Google Play Store or our websites, if our other digital marketing campaigns are not effective, or if the costs of attracting users
−Removed: using any of our current methods significantly increase, then our ability to efficiently attract new users could be reduced, our revenue could decline and our business, financial condition and results of operations could be harmed.
+Added: If the search engines on which we rely modify their algorithms, change their terms around online betting, if links to our apps or websites are not displayed prominently in online search results, if fewer users click through to the Apple App Store and Google Play Store or our websites, if our other digital marketing campaigns are not effective, or if the costs of attracting users using any of our current methods significantly increase, then our ability to efficiently attract new users could be reduced, our revenue could decline and our business, financial condition and results of operations could be harmed.
In addition, our ability to increase the number of users of our offerings will depend on continued user adoption of the ESPN BET, theScore BET apps, and online gaming in general.
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Any significant losses on a gross-win basis could have a material adverse effect on our business, financial condition, and results of operations.
−Removed: In addition, if a jurisdiction where we hold or wish to apply for a license imposes a high turnover tax for betting (as opposed to a gross-win tax), this too would impact profitability, particularly with high value/low margin bets, and likewise have a material adverse effect on our business.
−Removed: We follow the sports betting industry practice of restricting and managing betting limits at the individual customer level based on individual customer profiles and enterprise risk;
−Removed: however, there is no guarantee that gaming regulatory authorities will allow operators such as us to place limits at the individual customer level.
−Removed: Similar to a credit card company managing individual risk on the customer level through credit limits, it is customary for sports betting operators to manage customer-betting limits at the individual level to manage enterprise risk levels.
−Removed: We believe this practice is beneficial overall, because if it were not possible, the betting options would be restricted globally and limits available to customers would be much lower to insulate overall risk due to the existence of a very small segment of highly sophisticated syndicates and algorithmic bettors, or bettors looking to take advantage of site errors and omissions.
−Removed: We believe the majority of operators balance taking reasonable action from all customers against the risk of individual customers significantly harming the business viability.
−Removed: We cannot guarantee that all jurisdictions will allow us to execute limits at the individual customer level, or at our sole discretion, which may in turn impact our ability to manage sports betting risk.
+Added: In addition, if a jurisdiction where we hold or wish to apply for a license imposes a high turnover tax for betting (as opposed to a gross-win tax), such action would adversely impact profitability, particularly with high value/low margin bets, and likewise have a material adverse effect on our business.
+Added: We follow the sports betting industry practice of restricting and managing betting limits at the individual customer level, with limits determined by customer profiles and acceptable enterprise risk;
+Added: however, there is no guarantee that gaming regulatory authorities will continue to allow operators to follow such practices.
+Added: Similar to credit card companies managing risk by tailoring credit limits on a per-customer basis, it is customary for sports betting operators to institute unique betting limits for each customer based on various factors, including but not limited to, betting history, source of funds and wealth reviews, and operator risk tolerance for individual sports or sporting events.
+Added: This practice is beneficial because it allows sports betting operators to manage risk without the need to place restrictive global betting limits on all customers.
+Added: There is no guarantee that gaming regulatory authorities will continue to allow us to institute betting limits at the individual customer level, or at our sole discretion, which may in turn adversely impact our ability to manage sports betting risk.
We extend credit to a portion of our customers who wager at our retail properties, and we may not be able to collect gaming receivables from our credit customers.
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however, other jurisdictions may determine that enforcement of gaming debts is against public policy.
−Removed: Although courts of some foreign nations will enforce gaming debts directly and the assets in the U.S.
−Removed: of foreign debtors may be
−Removed: reached to satisfy a judgment, judgments on gaming debts from U.S.
+Added: Although courts of certain foreign nations will enforce gaming debts directly and the assets in the U.S.
+Added: of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from U.S.
courts are not binding on the courts of many foreign nations.
−Removed: The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors and is not completely controlled by us.
+Added: The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors, including factors beyond our control.
The retail and online gaming industries are characterized by an element of chance.
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In addition to the element of chance, win rates (hold percentages) may also (depending on the game involved) be affected by the spread of limits and factors that are beyond our control, such as a user’s skill, experience, and behavior, the mix of games played, the financial resources of users, the volume of bets placed and the amount of time spent playing.
−Removed: As a result of the variability in these factors, the actual win rates on our Gaming Offerings may differ from the theoretical win rates we have estimated and could result in the user’s winnings exceeding those anticipated.
+Added: As a result of the variability in these factors, the actual win rates on our Gaming Offerings may differ from the theoretical win rates we have estimated and could result in the user’s winnings
+Added: exceeding those anticipated.
For example, in the past, certain VIP patrons have placed bets that resulted in large payouts and negatively impacted our results of operations.
−Removed: Similar events caused by the variability of win rates (hold rates) have the potential to negatively impact our business, financial condition, results of operations, and cash flows.
+Added: Similar events caused by the variability of win rates (hold rates) have the potential to negatively impact our business, financial condition, and results of operations.
Our success also depends in part on our ability to anticipate and satisfy user preferences in a timely manner.
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In addition, as we seek to launch sports betting or iCasino offerings in additional jurisdictions, we will need to hire additional qualified employees, such as software engineers, IT professionals, product managers and compliance personnel.
−Removed: Given the significant competition in this area for qualified candidates, we may be unable to hire qualified candidates.
+Added: Given the significant competition in this area, we may be unable to hire qualified candidates.
Delays in opening new or upgraded properties or offerings, or expanding offerings in new jurisdictions, could lead to increased costs and delays in receiving anticipated revenues with respect to such properties or offerings and could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.
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As such, the promotion, distribution, and operation of our mobile applications are subject to the respective distribution platforms’ standard terms and policies, which are very broad and subject to frequent changes and interpretation.
−Removed: If Apple or Google choose to de-list any of our mobile applications due to what they perceive to be objectionable content or violation of Apple or Google rules or codes of conduct, it could have a material negative impact on our business, financial condition, and results of operations.
+Added: If Apple or Google choose to de-list any of our mobile applications, it could materially and adversely impact our business, financial condition, and results of operations.
Further, the success of our Interactive segment depends in part on our relationships with other third-party service providers for hosting, content delivery, load balancing and protection against distributed denial-of-service attacks.
If those providers do not perform adequately or terminate their relationship with us, our users may experience issues or interruptions with their experiences.
−Removed: We also rely on other software and services supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such software and services do not meet our expectations,
−Removed: contain errors or vulnerabilities, are compromised or experience outages.
+Added: We also rely on other software and services supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages.
Further, any negative publicity related to any of our third-party partners could adversely affect our reputation and brand.
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We require technology-based service providers to implement cyber-attack-resilient systems and processes.
−Removed: However, if internet service providers experience service interruptions, because of cyber-attacks, or due to an event causing an unusually high volume of internet use (such as a pandemic or public health emergency), communications over the internet may be interrupted and impair our ability to conduct our business.
+Added: However, if internet service providers experience service interruptions, because of cyber-attacks, or due to an event causing an unusually high volume of internet use, communications over the internet may be interrupted and impair our ability to conduct our business.
Internet service providers and other technology-based service providers may in the future roll out upgraded or new mobile or other telecommunications services, such as 5G or 6G services, which may not be successful and thus may impact the ability of our users to access our offerings in a timely fashion or at all.
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Any system failure as a result of reliance on third parties, such as hosting, network, software or hardware failure, or as a result of cyber-attacks, could cause a loss of our users’ property or personal information, or a delay or interruption in our online services and products and e-commerce services, including our ability to handle existing or increased traffic.
−Removed: Any such failure could result in a loss of anticipated revenue, interruptions to our offerings, cause us to incur significant legal, remediation and notification costs, degrade the customer experience, and cause users to lose confidence in our offerings, any of which could have a material adverse effect on our business, financial condition, results of operations, and prospects.
−Removed: We rely on third party cloud infrastructure services to deliver our offerings to users.
+Added: Any such failure could result in a loss of anticipated revenue, interruptions to our offerings, cause us to incur significant legal, remediation and notification costs, degrade the customer experience, and cause users to lose confidence in our offerings, any of which could have a material adverse effect on our business, financial condition, and results of operations.
+Added: We rely on third party cloud infrastructure services to deliver our offerings to users, and we have experienced, and expect in the future to experience, service interruptions, delays, and outages.
We currently host our online sports betting and iCasino offerings and support our operations using third-party providers of cloud infrastructure services.
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Our information technology and other systems are subject to cybersecurity risk, including misappropriation of employee information, customer information, or other breaches of information security.
−Removed: We increasingly rely on information technology and other systems (particularly as our Interactive segment grows), including our own systems and those of service providers and third parties, to manage our business and employee data and maintain and transmit customers’ personal and financial information, payment settlements, payment funds transmissions, mailing lists, and reservations information.
+Added: We increasingly rely on information technology and other systems, including our own systems and those of service providers and third parties, to manage our business and employee data and maintain and transmit customers’ personal and financial information, payment settlements, payment funds transmissions, mailing lists, and reservations information.
Our collection of such data is subject to extensive regulation by private groups, such as the payment card industry, as well as governmental authorities, including gaming regulatory authorities.
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In recognition of these heightened risks, our Board of Directors and Audit Committee receive regular presentations and reports on material cybersecurity risks which might impact us.
−Removed: Cybersecurity of this Annual Report on Form 10-K for additional detail regarding the programs, policies, and procedures we have in place to identify, prevent and detect any breaches, viruses, or other forms of unauthorized access.
+Added: Cybersecurity of this Annual Report on Form
+Added: 10-K for additional detail regarding the programs, policies, and procedures we have in place to identify, prevent and detect any breaches, viruses, or other forms of unauthorized access.
The steps we take to deter and mitigate the risks of attacks 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, disclosures, 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 actual or perceived vulnerability.
−Removed: Increased instances of cyber-attacks may also have a negative reputational impact on us and our properties that may result in a loss of customer confidence and, as a result, may have a material adverse effect on our business, financial condition, results of operations, and cash flows.
+Added: Increased instances of cyber-attacks may also have a negative reputational impact on us and our properties that may result in a loss of customer confidence and, as a result, may have a material adverse effect on our business, financial condition, and results of operations.
We have experienced attempts by unauthorized third parties to damage, exploit, disrupt or gain access to our networks, our products and services, consumer information, and our supporting infrastructure.
4 unchanged sentences
Legal and Regulatory Risk Factors
−Removed: We are or may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters.
−Removed: From time to time, we are defendants in various lawsuits relating to matters incidental to our business.
+Added: From time to time we may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters.
+Added: From time to time we may become involved in legal proceedings, including as defendants in 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 (particularly in the case of class actions).
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.
−Removed: We may not be successful in these lawsuits, and, especially with increasing class action claims in our industry, litigation could result in costs, settlements, or damages that could significantly impact our business, financial condition, results of operations, and cash flows.
+Added: We may not be successful in these lawsuits, and, especially with increasing class action claims in our industry, litigation could result in costs, settlements, or damages that could adversely impact our business, financial condition, and results of operations.
We face extensive regulation from gaming regulatory authorities.
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Gaming regulatory authorities may not have extensive experience in the digital media industry, which may present unique challenges in regulating our business.
−Removed: Regulators may also levy substantial fines or penalties against us or our subsidiaries for violations of gaming laws or regulations, or against the people involved in violating such gaming laws or
−Removed: regulations, and/or seize our assets or the assets of our subsidiaries.
−Removed: Any of these events could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
+Added: Regulators may also levy substantial fines or penalties against us or our subsidiaries for violations of gaming laws or regulations, or against the people involved in violating such gaming laws or regulations, and/or seize our assets or the assets of our subsidiaries.
+Added: Any of these events could have a material adverse effect on our business, financial condition, and results of 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, competitive or other burdens on the way we conduct our business.
3 unchanged sentences
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.
−Removed: 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 business, financial condition, and operating results.
+Added: 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 business, financial condition, and results of operations.
Certain public and private issuances of securities and other transactions that we are party to also require the approval of some gaming regulatory authorities.
22 unchanged sentences
Further, since we deal with significant amounts of cash in our operations, we are subject to various reporting and anti-money laundering regulations.
−Removed: 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, online gaming operations, employees, partners, affiliates, or customers could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
+Added: 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, online gaming operations, employees, partners, affiliates, or customers could have a material adverse effect on our business, financial condition, and results of operations.
The riverboats on which we operate must also comply with certain federal and state laws and regulations with respect to boat design, on-board facilities, equipment, personnel, and safety.
3 unchanged sentences
We are also subject to a variety of other federal, state, and local laws and regulations, including those relating to zoning, construction, land use, employment, marketing, and advertising and the production, sale, and service of alcoholic beverages.
−Removed: If we are not in compliance with these laws and regulations or we are subject to a substantial penalty, it could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
+Added: If we are not in compliance with these laws and regulations or we are subject to a substantial penalty, or if there are significant changes to applicable laws and regulations, including as a result of executive orders, it could have a material adverse effect on our business, financial condition, and results of operations.
State and local smoking restrictions have and may continue to negatively affect our business.
Legislation in various forms to ban or substantially curtail indoor tobacco smoking in public places has been enacted or introduced in many states and local jurisdictions, including several of the jurisdictions in which we operate.
−Removed: We believe the smoking restrictions have significantly impacted business volumes.
−Removed: If additional smoking restrictions are enacted within jurisdictions where we operate or seek to do business, our financial condition, results of operations, and cash flows could be adversely affected.
+Added: We believe the
+Added: smoking restrictions have significantly impacted business volumes.
+Added: If additional smoking restrictions are enacted within jurisdictions where we operate or seek to do business, our business, financial condition, and results of operations could be adversely affected.
Changes to consumer privacy laws could adversely affect our ability to market our products effectively and may require us to change our business practices or expend significant amounts on compliance with such laws.
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Further, certain of our products and services depend on the ability to use non-public personal, financial transaction, and or other information relating to patrons, which we may collect and or obtain from travel service providers or other companies with whom we have substantial relationships.
−Removed: To the extent that we collect, control, or process such information, federal, state, provincial and foreign privacy laws and regulations, including without limitation the California Consumer Privacy Act (including the amended California Privacy Rights Act), the EU’s General Data Protection Regulation, Ontario, Canada’s Freedom of Information and Protection of Privacy Act, and Canada’s Personal Information Protection and Electronic Documents Act, require us to make disclosures regarding our privacy and information sharing practices, safeguard and protect the privacy of such information, and, in some cases, provide patrons the opportunity to “opt out” of the use of their information for certain purposes, any of which could limit our ability to leverage existing and future databases of information which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
+Added: To the extent that we collect, control, or process such information, federal, state, provincial and foreign privacy laws and regulations, including without limitation the California Consumer Privacy Act (including the amended California Privacy Rights Act), the EU’s General Data Protection Regulation, Ontario, Canada’s Freedom of Information and Protection of Privacy Act, and Canada’s Personal Information Protection and Electronic Documents Act, require us to make disclosures regarding our privacy and information sharing practices, safeguard and protect the privacy of such information, and, in some cases, provide patrons the opportunity to “opt out” of the use of their information for certain purposes, any of which could limit our ability to leverage existing and future databases of information which could have a material adverse effect on our business, financial condition, and results of operations.
We must comply with federal, state, provincial, and foreign requirements regarding notice and consent to obtain, use, share, transmit and store such information, including providing the opportunity and mechanisms to “opt out” from certain uses in some jurisdictions.
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The extent of such potential conditions cannot be determined definitively.
−Removed: To date, none
−Removed: of these matters have had a material adverse effect on our financial condition, results of operations, and cash flows;
+Added: To date, none of these matters have had a material adverse effect on our business, financial condition, and results of operations;
however, there can be no assurance that such matters will not have such an effect in the future.
2 unchanged sentences
The presence of contamination, or failure to remediate it properly, may adversely affect our ability to use, sell or rent property.
−Removed: Under our contractual arrangements under the Triple Net Leases, 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.
+Added: Due to the contractual arrangements under the Triple Net Leases, we will generally be responsible for both past and future environmental liabilities associated with our gaming operations, despite the transfer of the ownership of the underlying real property.
Furthermore, we are aware that there is or may have been soil or groundwater or other contamination at certain of our properties resulting from current or former operations.
8 unchanged sentences
It is not possible to determine with certainty the likelihood of changes in such laws or in the administration of such laws.
−Removed: Such changes, if adopted, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
−Removed: Available Information
−Removed: We maintain a website at www.pennentertainment.com that includes more information about us.
−Removed: The contents of our website are not part of this Annual Report on Form 10-K.
−Removed: Our electronic filings with the U.S.
−Removed: Securities and Exchange Commission (“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.
−Removed: Our filings are also available through a database maintained by the SEC at www.sec.gov.
+Added: Such changes, if adopted, could have a material adverse effect on our business, financial condition, and results of operations.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.