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EXECUTIVE OVERVIEW
−Removed: PENN Entertainment, Inc., together with its subsidiaries (“PENN,” the “Company,” “we,” “our,” or “us”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences.
−Removed: As of September 30, 2024, PENN operated 43 properties in 20 states, online sports betting in 20 jurisdictions and iCasino in five jurisdictions, under a portfolio of well-recognized brands including Hollywood Casino®, L’Auberge®, ESPN BET™, and theScore BET Sportsbook and Casino®.
−Removed: In August 2023, PENN entered into a transformative, exclusive long-term strategic alliance with ESPN, Inc.
+Added: PENN Entertainment, Inc., together with its subsidiaries (“PENN,” or the “Company”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences.
+Added: As of the date of this filing, PENN operated in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting, and iCasino offerings under well-recognized brands including Hollywood Casino ® , L’Auberge ® , ESPN BET™, theScore BET Sportsbook and Casino ® .
+Added: PENN’s ability to leverage its partnership with ESPN, Inc.
and ESPN Enterprises, Inc.
−Removed: (together, “ESPN”) relating to online sports betting within the United States.
−Removed: PENN’s ability to leverage the leading sports media brands in the United States (ESPN) and Canada (theScore) is central to our highly differentiated strategy to expand our footprint and efficiently grow our customer ecosystem.
−Removed: The Company’s focus on organic cross-sell opportunities is reinforced by our market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio.
−Removed: PENN’s portfolio is further bolstered by our industry-leading PENN Play customer loyalty program, which offers our 31 million members a unique set of rewards and experiences across business channels.
+Added: (together, “ESPN”), the “worldwide leader in sports,” and its ownership of theScore ® , the top digital sports media brand in Canada, is central to the Company’s highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem.
+Added: PENN’s focus on organic cross-sell opportunities is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio (PENN Game Studios).
+Added: The Company’s portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its over 32 million members a unique set of rewards and experiences.
The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases;
the most significant of which are with Gaming and Leisure Properties, Inc.
−Removed: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, and Pinnacle Master Lease (as such terms are defined in “ Liquidity and Capital Resources ” and collectively referred to as the “Master Leases”).
−Removed: Recent Acquisitions, Dispositions, Development Projects, and Other
−Removed: On February 17, 2023, we acquired the remaining 64% of the outstanding shares of Barstool Sports, Inc.
−Removed: (“Barstool”) common stock not already owned by us for a consideration of approximately $405.5 million, which is inclusive of cash and common stock issuance, repayment of Barstool indebtedness of $23.8 million, transaction expenses and other purchase price adjustments in accordance with GAAP (the “Barstool Acquisition”).
−Removed: Prior to the Barstool Acquisition, we held a 36% ownership interest, which was accounted for under the equity method.
−Removed: On August 8, 2023, PENN entered into a Sportsbook Agreement (the “Sportsbook Agreement”) with ESPN, which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States.
−Removed: Pursuant to the Sportsbook Agreement, PENN rebranded its existing Barstool Sportsbook across all online platforms in the United States as ESPN BET (the “Sportsbook”) and oversees daily operations of the Sportsbook (see Note 11, “Commitments and Contingencies” in the notes to our unaudited Consolidated Financial Statements for additional information).
−Removed: On August 8, 2023, we entered into a stock purchase agreement with David Portnoy (the “Barstool SPA”) and we sold 100% of the outstanding shares of Barstool common stock.
−Removed: As a result of the Barstool SPA, we recognized a pre-tax loss on disposal of $923.2 million (inclusive of $714.8 million in goodwill and intangible assets write offs and a $70.0 million indemnification liability) incurred in the third quarter of 2023.
−Removed: See Note 5, “Acquisitions and Dispositions” and Note 14, “Fair Value Measurements” in the notes to our unaudited Consolidated Financial Statements.
−Removed: On February 21, 2023, as described in “Liquidity and Capital Resources,” the Company and GLPI entered into an agreement to amend and restate the triple net master lease dated November 1, 2013 (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”), and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease).
−Removed: The AR PENN Master Lease remains subject to annual rent escalators and a percentage rent reset every five years.
−Removed: Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the properties associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows (“Meadows”) and Hollywood Casino Perryville (“Perryville”) and a master development agreement (the “Master Development Agreement”).
−Removed: The 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville.
−Removed: The 2023 Master Lease incurs a 1.5% fixed escalator on November 1 of each year, and is also subject to a one-time increase of $1.4 million effective November 1, 2027.
−Removed: The 2023 Master Lease and AR PENN Master Lease are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.
−Removed: The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) equal to $232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for an anticipated relocation of our riverboat casino and related developments with respect to Aurora (the “Aurora Project”) and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet, Columbus, and M Resort (the “Other Development Projects” and together with the Aurora Project, the “PENN Development Projects”).
+Added: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, and Pinnacle Master Lease (as such terms are defined in Note 6, “Leases” in the notes to our unaudited Consolidated Financial Statements and collectively referred to as the “Master Leases”).
+Added: Recent Development Projects
+Added: On February 21, 2023, as described in Note 6, “Leases” in the notes to our unaudited Consolidated Financial Statements, the Company and GLPI entered into a master development agreement (the “Master Development Agreement”).
+Added: The Master Development Agreement contains additional rent (together with the 2023 Master Lease base rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for an anticipated relocation of PENN’s riverboat casino and related developments with respect to Hollywood Casino Aurora (“Aurora” and the related developments, the “Aurora Project”) and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), and the M Resort Spa Casino (“M Resort,” collectively the “Other Development Projects,” and together with the Aurora Project, the “PENN Development Projects”).
The Master Development Agreement provides that GLPI will fund up to $225.0 million for the Aurora Project and, upon our request, up to $350.0 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement.
These funding obligations of GLPI expire on January 1, 2026.
−Removed: The PENN Development Projects have commenced.
−Removed: Our new Joliet facility is anticipated to open in the second half of 2025 and the new Aurora facility, the M Resort new hotel tower, and the Columbus hotel tower are anticipated to open in the first half of 2026.
+Added: We expect our new Joliet facility to open in the fourth quarter of 2025, and the new hotel tower at the M Resort, the new Aurora facility, and the Columbus hotel tower to open in the first half of 2026.
+Added: As of the date of this filing, the Company has neither requested nor received any funding from GLPI for the PENN Development Projects.
+Added: On April 24, 2025, the Company announced a new development project to relocate its Ameristar Council Bluffs riverboat casino operations to a new, state-of-the-art land-based property to be rebranded as Hollywood Casino Council Bluffs.
+Added: Under the proposed plan, the new Hollywood Casino Council Bluffs is expected to include roughly 125,000 square feet of new development with approximately 58,000 square feet of gaming space and more than 1,000 positions on a single level.
+Added: The new facility will complement the existing ESPN BET sportsbook, 160-room hotel, and dining options in the landside portion of the current infrastructure.
+Added: The project is anticipated to cost between $180 million and $200 million and is expected to take 18-24 months to complete following the design and permitting approval process.
+Added: The Company is entitled to obtain financing for the project from GLPI of up to $150.0 million at a 7.1% cap rate, which may be structured at PENN’s option as either rent or a 5-year term loan that is prepayable at any time without penalty.
We believe that our portfolio of assets provides us with the benefit of geographically-diversified cash flow from operations.
We expect to continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties.
−Removed: In addition, the acquisition of theScore Media and Gaming, Inc.
−Removed: (“theScore”) and our Sportsbook Agreement with ESPN reflects our strategy to continue evolving from the nation’s largest regional gaming operator to a best-in-class omni-channel provider of retail gaming, iCasino, and sports betting entertainment.
+Added: In addition, the acquisition of theScore and our partnership with ESPN reflect our strategy to continue evolving from the nation’s largest regional gaming operator to a best-in-class omni-channel provider of retail gaming, iCasino, and sports betting entertainment.
Operating and Competitive Environment
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We also continue to focus on revenue and cost synergies from recent acquisitions, technology enhancements, and providing customers with additional gaming and entertainment experiences through our differentiated omni-channel strategy.
−Removed: We seek to grow our customer database and PENN Play loyalty program through our online sports betting and iCasino businesses, the development of new properties, the expansion of existing properties and other business lines, and through partnerships with third-party partners, such as Ticketmaster Entertainment, LLC, Norwegian Cruise Line Holdings Ltd., Live Nation Entertainment, Inc., and Choice Hotels International, Inc.
+Added: We seek to grow our customer database and PENN Play loyalty program through our online sports betting and iCasino businesses, the development of new properties, the expansion of existing properties and other business lines, and through partnerships with third-party partners, such as The Kroger Company, Ticketmaster Entertainment, LLC, Norwegian Cruise Line Holdings Ltd., Live Nation Entertainment, Inc., and Choice Hotels International, Inc.
In addition, our strategic acquisitions (e.g.
theScore) and strategic relationships (e.g.
−Removed: our Sportsbook Agreement with ESPN), are expected to allow us to acquire new customers, expand our player database, and provide additional revenue streams, all in furtherance of our omni-channel strategy.
+Added: our partnership with ESPN), should enable us to acquire new customers, expand our player database, and provide additional revenue streams that enhance our omnichannel strategy.
The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants.
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.
−Removed: See the “Segment comparison of the three and nine months ended September 30, 2024 and 2023” section below for discussions on our results of operations by reportable segment.
+Added: See the “Segment comparison of the three months ended March 31, 2025 and 2024” section below for discussions on our results of operations by reportable segment.
Key Performance Indicators
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However, based on our experience, we can generally offer some insight into the factors that we believe are likely to account for such changes and which factors may have a greater impact than others.
−Removed: For example, decreases in discretionary consumer spending have historically been brought about by weakened general economic conditions, such as recessions, inflation, rising interest rate environments, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, high fuel or other transportation costs, low consumer confidence, and the effects of pandemics.
+Added: For example, decreases in discretionary consumer spending have historically been brought about by actual or perceived weakened general economic conditions, such as recessions, inflation, rising interest rate environments, tight credit conditions, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, high fuel or other transportation costs, low consumer confidence, global hostilities, political or social unrest, and the effects of pandemics.
In addition, visitation and the volume of play have historically been negatively impacted by significant construction surrounding our properties, adverse regional weather conditions, and natural disasters.
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The majority of our revenues is gaming revenue, which is highly dependent upon the volume and spending levels of customers at our properties.
−Removed: Our gaming revenue is derived primarily from slot machines (which represented approximately 85% of our gaming revenue for each of the nine months ended September 30, 2024 and 2023) and, to a lesser extent, table games, online sports betting, and iCasino.
+Added: Our gaming revenue is derived primarily from slot machines (which represented approximately 86% and 85% of our gaming revenue for each of the three months ended March 31, 2025 and 2024) and, to a lesser extent, table games, online sports betting, and iCasino.
Aside from gaming revenue, our revenues are primarily derived from our hotel, dining, retail, commissions, program sales, admissions, concessions and certain other ancillary activities, and our racing operations.
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Given the stability in our slot hold percentages on a historical basis, we have not experienced significant impacts to net income from changes in these percentages.
−Removed: For table games, customers usually purchase chips at the gaming tables.
+Added: For table games, customers usually purchase chips at the tables.
The cash and markers (extensions of credit granted to certain credit-worthy customers) are deposited in the gaming table’s drop box.
Table game hold is the amount of drop that is retained and recorded as gaming revenue, with liabilities recognized for funds deposited by customers before gaming play occurs and for unredeemed gaming chips.
−Removed: As we are primarily focused on regional gaming markets, our table game hold percentages are fairly stable as the majority of these markets do not regularly experience high-end play, which can lead to volatility in hold percentages.
+Added: As we are primarily focused on regional gaming markets, our table game hold percentages are fairly stable as the majority of these markets do not regularly experience high-value play, which can lead to volatility in hold percentages.
Therefore, changes in table game hold percentages do not typically have a material impact to our results of operations and cash flows.
+Added: Key performance indicators related to online gaming revenue, including online sports betting and iCasino, are handle, which is a volume indicator, and “win” or “hold” percentage.
+Added: Our online sports betting win percentage is in the range of approximately 4.6% to 9.2% of online handle, online slot win percentage is in the range of approximately 4.5% to 4.9% of online slot handle, and our online table game hold percentage is in the range of approximately 1.6% to 2.2% of online table game handle.
+Added: For online gaming, customers deposit cash into their online accounts for use in online sports betting and iCasino play.
+Added: Liabilities are recognized for online player account funds that have not been withdrawn and for wagers that have been placed on events that have not yet occurred.
+Added: Online sportsbook handle is the gross amount wagered during a given period.
+Added: The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for any bonus funds deposited into player accounts.
+Added: Given that online sports betting wagers are made based on the outcomes of future sporting events, the win or hold percentage can vary based on the bet type (i.e.
+Added: straight wagers vs.
+Added: parlay wagers).
+Added: Online slot handle is the gross amount wagered during a given period.
+Added: The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of online progressive jackpots.
+Added: Online table game hold is the amount of handle that is retained and recorded as gaming revenue.
+Added: Given the stability in our online slot and online table game hold percentages on a historical basis, we have not experienced significant impacts to the results of our operations or cash flows from changes in these percentages.
Under normal operating conditions, our properties generate significant operating cash flow since most of our revenue is cash-based from slot machines and table games.
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Reportable Segments
−Removed: We have aggregated our operating segments into five reportable segments.
−Removed: Retail operating segments are based on the similar characteristics within the regions in which they operate:
−Removed: Northeast, South, West, and Midwest.
−Removed: The Interactive segment includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and in the prior year, the operating results of Barstool subsequent to the Barstool Acquisition on February 17, 2023 and prior to the Barstool divestiture on August 8, 2023 (as defined and discussed in Note 5, “Acquisitions and Dispositions” ).
−Removed: We view each of our gaming and racing properties as an operating segment with the exception of our two properties in Jackpot, Nevada, which we view as one operating segment.
+Added: We have five reportable segments:
+Added: Northeast, South, West, Midwest, and Interactive.
+Added: The Northeast, South, West, and Midwest segments (referred to as our “retail segments”) primarily generate revenue from gaming operations (such as slot machines and table games), food and beverage offerings, and hotel visitation.
+Added: The Interactive segment includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, and media operations.
+Added: Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment.
We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments.
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RESULTS OF OPERATIONS
−Removed: The following table highlights our revenues, net loss, and Adjusted EBITDA, on a consolidated basis, as well as our revenues and Adjusted EBITDAR by reportable segment.
+Added: The following table highlights our revenues, net income (loss), and Adjusted EBITDA, on a consolidated basis, as well as our revenues and Adjusted EBITDAR by reportable segment.
Such segment reporting is consistent with how we measure our business and allocate resources internally.
−Removed: We consider net loss to be the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) to Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures.
+Added: We consider net income (loss) to be the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) to Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures.
Refer to “Non-GAAP Financial Measures” below for the definitions of Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDAR, and Adjusted EBITDAR margin;
−Removed: as well as a reconciliation of net loss to Adjusted EBITDA and Adjusted EBITDAR and related margins.
−Removed: For the three months ended September 30, For the nine months ended September 30,
+Added: as well as a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDAR and related margins.
+Added: For the three months ended March 31,
(dollars in millions) 2025 2024
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Interactive segment 290.1 207.7
−Removed: 4.0 4.5 15.9 16.5
Intersegment eliminations (2)
−Removed: (6.3) (5.1) (19.7) (19.9)
Total $ 1,672.5 $ 1,606.9
−Removed: Net loss $ (37.5) $ (725.1) $ (179.5) $ (132.6)
+Added: Net income (loss)
+Added: $ 111.5 $ (114.9)
Adjusted EBITDAR:
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(38.8) (26.8)
−Removed: 348.4 445.1 971.6 1,400.1
Rent expense associated with triple net operating leases (4)
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Adjusted EBITDA $ 173.3 $ 101.4
−Removed: Net loss margin (2.3) % (44.8) % (3.7) % (2.7) %
+Added: Net income (loss) margin
+Added: 6.7 % (7.2) %
Adjusted EBITDAR margin
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Adjusted EBITDA margin
−Removed: 11.8 % 18.4 % 10.3 % 19.3 %
−Removed: (1) The Other category consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interests in Freehold Raceway, and our management contract for Retama Park Racetrack.
+Added: (1) The Other category, included in the tables to reconcile the segment information to the consolidated information, consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interests in Freehold Raceway (which ceased operations on December 28, 2024), and our management contract for Retama Park Racetrack.
Expenses incurred for corporate and shared services activities that are directly attributable to a property or are otherwise incurred to support a property are allocated to each property.
−Removed: The Other category also includes corporate overhead costs, which consist of certain expenses, such as:
+Added: The Other category also includes corporate overhead expenses, which consist of certain expenses, such as:
payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate or have not otherwise been allocated.
−Removed: Corporate overhead costs were $29.1 million and $27.0 million for the three months ended September 30, 2024 and 2023, respectively, and $78.5 million and $78.1 million for the nine months ended September 30, 2024 and 2023, respectively.
+Added: Corporate overhead expenses were $36.0 million and $24.9 million for the three months ended March 31, 2025 and 2024, respectively, and include $7.7 million of legal and advisory costs related to our response to a purported proxy campaign in connection with our 2025 annual meeting of shareholders in the current year quarter.
(2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive.
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and (iv) Greektown Lease.
−Removed: Consolidated comparison of the three and nine months ended September 30, 2024 and 2023
+Added: Consolidated comparison of the three months ended March 31, 2025 and 2024
The following table presents our consolidated revenues:
−Removed: For the three months ended September 30, Change For the nine months ended September 30, Change
+Added: For the three months ended March 31, Change
(dollars in millions) 2025 2024 $ %
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Total revenues $ 1,672.5 $ 1,606.9 $ 65.6 4.1 %
−Removed: Gaming revenues for the three months ended September 30, 2024 increased by $35.9 million compared to the corresponding prior year period, primarily due to an increase in gaming revenues at our Interactive segment, partially offset by decreases in gaming revenues at our South segment where s evere weather events negatively impacted our operations .
−Removed: In our Interactive segment, g aming revenues were positively impacted by favorable sports betting hold rates driven by a higher parlay mix from our improving product offering and lower promotional expenses.
−Removed: Gaming revenues for the nine months ended September 30, 2024 increased by $9.1 million compared to the corresponding prior year period, primarily due an increase in gaming revenues at our Interactive segment, partially offset by a decrease in gaming revenues within our South segment.
−Removed: In addition to severe weather events negatively impacting our South segment operations during the current quarter, i n the first quarter of 2024, severe weather affected weekends and holidays across all our regional property segments, negatively impacting our operations.
−Removed: Furthermore, retail gaming revenues decreased as new supply continues to impact visitation in certain retail property segments .
−Removed: Food, beverage, hotel, and other revenues for the three and nine months ended September 30, 2024 decreased by $16.1 million and $67.5 million , respectively, compared to the corresponding prior year periods.
−Removed: The decrease for both periods primarily relates to the inclusion of 100% of the operating results of Barstool subsequent to the Barstool Acquisition on February 17, 2023 and prior to the Barstool disposal on August 8, 2023 in the prior year periods.
−Removed: Due to the Barstool disposal, the current year periods do not include any Barstool revenues.
−Removed: For the nine months ended September 30, 2024, this was offset by an increase in gaming tax amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $19.4 million compared to the prior year period.
−Removed: See “Segment comparison of the three and nine months ended September 30, 2024 and 2023” below for more detailed explanations of the fluctuations in revenues.
+Added: Gaming revenues for the three months ended March 31, 2025 increased by $40.0 million compared to the corresponding prior year period, primarily due to an increase in online gaming revenue at our Interactive segment, partially offset by a decrease in gaming revenues within our Northeast, South, and Midwest segments.
+Added: The increase in online gaming revenues within our Interactive segment was due to iCasino growth and decreased promotional expense related to ESPN BET.
+Added: Retail gaming revenues decreased as new supply continues to impact visitation in certain retail property segments.
+Added: Food, beverage, hotel, and other revenues for the three months ended March 31, 2025 increased by $25.6 million compared to the corresponding prior year period.
+Added: The increase for the period primarily relates to gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $11.6 million compared to the prior year.
+Added: See “Segment comparison of the three months ended March 31, 2025 and 2024” below for more detailed explanations of the fluctuations in revenues.
Operating expenses
The following table presents our consolidated operating expenses:
−Removed: For the three months ended September 30, Change For the nine months ended September 30, Change
+Added: For the three months ended March 31, Change
(dollars in millions) 2025 2024 $ %
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Depreciation and amortization 108.0 108.7 (0.7) (0.6) %
−Removed: Loss on disposal of Barstool — 923.2 (923.2) N/M — 923.2 (923.2) N/M
Total operating expenses $ 1,629.7 $ 1,628.3 $ 1.4 0.1 %
−Removed: Gaming expenses consist primarily of gaming taxes, payroll, marketing and promotional, and other expenses associated with our gaming operations.
−Removed: Gaming expenses for the three and nine months ended September 30, 2024 increased by $117.1 million and $427.6 million, respectively, compared to the corresponding prior year periods, primarily due to increased marketing expense within our Interactive segment related to ESPN and increased gaming costs driven by increased ESPN BET volumes.
+Added: Gaming expenses primarily consist of gaming taxes, payroll, marketing and promotional, and other expenses associated with our gaming operations.
+Added: Gaming expenses for the three months ended March 31, 2025 decreased by $25.7 million compared to the corresponding prior year period due to additional marketing expenses supporting our initial launch of ESPN BET within our Interactive segment during the three months ended March 31, 2024.
+Added: Gaming expenses at our retail properties decreased in the current period due to the decrease in gaming revenues within our Northeast, South, and Midwest segments as described above.
Food, beverage, hotel, and other expenses consist primarily of payroll expenses, costs of goods sold, and other costs associated with our food, beverage, hotel, retail, racing, and Interactive operations.
−Removed: Fo od, beverage, hotel, and other expenses for the three and nine months ended September 30, 2024 decreased $17.0 million and $58.3 million , respectively, compared to the corresponding prior year periods, primarily due to the inclusion of Barstool operating expenses in the prior year periods subsequent to the Barstool Acquisition on February 17, 2023 and prior to the Barstool disposal on August 8, 2023.
−Removed: Due to the Barstool disposal, the current year periods do not include any Barstool operating expenses.
−Removed: The decrease for the nine months ended September 30, 2024 was partially offset by an increase in gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access.
+Added: Fo od, beverage, hotel, and other expenses for the three months ended March 31, 2025 increased $13.7 million compared to the corresponding prior year period, primarily due to increases in gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access.
General and administrative expenses include items such as compliance, facility maintenance, utilities, property and liability insurance, surveillance and security, and lobbying expenses, as well as all expenses for administrative departments such as accounting, purchasing, human resources, legal and internal audit.
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and rent expense associated with our triple net operating leases.
−Removed: For the three and nine months ended September 30, 2024, general and administrative expenses decreased by $13.9 million and $9.5 million, respectively, compared to the corresponding prior year periods, primarily due to a decrease in stock-based compensation.
−Removed: For the three and nine months ended September 30, 2024, the decrease was offset by increases in rent expense associated with triple net operating leases of $8.3 million and $25.6 million, respectively, stemming primarily from annual escalators on our triple net operating leases.
−Removed: Depreciation and amortization for the three and nine months ended September 30, 2024 increased $2.9 million and $2.6 million, respectively, compared to the corresponding prior year periods.
−Removed: Loss on disposal of Barstool relates to the loss on the sale of 100% of the outstanding shares of Barstool to David Portnoy in exchange for nominal cash consideration as described in Note 5, “ Acquisitions and Dispositions ” in the notes to our unaudited Consolidated Financial Statements .
+Added: For the three months ended March 31, 2025, general and administrative expenses increased by $14.1 million compared to the corresponding prior year period, primarily due to $7.7 million of legal and advisory costs related to our response to a purported proxy campaign in connection with our 2025 annual meeting of shareholders incurred during the period as well as an increase in stock-based compensation, partially offset by a decrease in payroll expense.
Other income (expenses)
The following table presents our consolidated other income (expenses):
−Removed: For the three months ended September 30, Change For the nine months ended September 30, Change
+Added: For the three months ended March 31, Change
(dollars in millions) 2025 2024 $ %
3 unchanged sentences
Income from unconsolidated affiliates $ 7.6 $ 7.2 $ 0.4 5.6 %
−Removed: Gain on Barstool Acquisition, net $ — $ — $ — — % $ — $ 83.4 $ (83.4) N/M
−Removed: Gain on REIT transactions, net $ — $ — $ — — % $ — $ 500.8 $ (500.8) N/M
+Added: Gain on financing arrangement $ 215.1 $ — $ 215.1 N/M
Other $ 1.3 $ (1.3) $ 2.6 N/M
−Removed: Income tax benefit (expense) $ (2.8) $ 161.7 $ (164.5) N/M $ 13.0 $ (40.9) $ 53.9 N/M
+Added: Income tax benefit (expense) $ (47.7) $ 12.6 $ (60.3) N/M
N/M - Not meaningful
−Removed: Interest expense, net increased by $0.9 million and $10.8 million for the three and nine months ended September 30, 2024, respectively, compared to the corresponding prior year periods.
−Removed: The increase for the three months ended September 30, 2024 was primarily due to an increase in interest expense for our finance leases related to the Pinnacle Master Lease rent reset and escalator, both of which were effective May 1, 2024, and the increase for the nine months ended September 30, 2024 was due to an increase in interest expense on our Senior Secured Credit Facilities related to an overall increase in interest rates as well as the Pinnacle Master Lease rent escalator effective May 1, 2024.
−Removed: Interest income decreased by $3.9 million and $11.3 million for the three and nine months ended September 30, 2024, respectively, compared to the corresponding prior year periods, primarily due to a decrease in the amount invested in money market funds, which we use for short term investing.
−Removed: Income from unconsolidated affiliates relates principally to our investment in Kansas Entertainment and Freehold Raceway joint ventures.
−Removed: The increase of $5.1 million for the nine months ended September 30, 2024, compared to the corresponding prior year period, is due to the nine months ended September 30, 2023 including a $4.1 million loss for Barstool prior to the Barstool Acquisition on February 17, 2023.
−Removed: Gain on Barstool Acquisition, net for the nine months ended September 30, 2023 relates to the gain on our acquisition of all the outstanding shares of Barstool common stock not already owned by us on February 17, 2023 as described in Note 5, “Acquisitions and Dispositions” in the notes to our unaudited Consolidated Financial Statements.
−Removed: The gain consisted of $66.5 million related to the remeasurement of our equity investment immediately prior to the acquisition date and $16.9 million related to the acquisition of the remaining 64% of Barstool common stock.
−Removed: Gain on REIT transactions, net for the nine months ended September 30, 2023 relates to the execution of both the AR PENN Master Lease and 2023 Master Lease on February 21, 2023, which resulted in the (i) derecognition of $1.6 billion of financing obligations and (ii) derecognition of $1.1 billion of Property and Equipment, net.
−Removed: In conjunction with entering into the 2023 Master Lease, the individual triple net leases associated with Meadows and Perryville were terminated which resulted in a $6.5 million loss from the derecognition of right-of-use assets and lease liabilities.
−Removed: See Note 8, “Leases” to our unaudited Consolidated Financial Statements for additional details on both of these transactions.
−Removed: Other primarily relates to realized and unrealized gains and losses on equity securities held by PENN Interactive, unrealized gains and losses related to certain Barstool shares (prior to the Barstool Acquisition on February 17, 2023), as well as miscellaneous income and expense items.
+Added: Interest expense, net decreased by $8.3 million for the three months ended March 31, 2025, compared to the corresponding prior year period, primarily due to an increase in capitalized interest related to the PENN Development Projects.
+Added: Interest income decreased by $3.9 million for the three months ended March 31, 2025, respectively, compared to the corresponding prior year period, primarily due to a decrease in the amount invested in money market funds, which we use for short term investing.
+Added: Income from unconsolidated affiliates relates primarily to our investment in Kansas Entertainment and Freehold Raceway joint ventures.
+Added: Operations at Freehold Raceway ceased on December 28, 2024.
+Added: The change in income from the corresponding prior year periods is due to fluctuations in earnings from our investments in these unconsolidated affiliates.
+Added: Gain on financing arrangement relates to a $215.1 million non-cash gain on a financing arrangement that we entered into in February 2021 with a third-party, which provided the Company with upfront and non-refundable cash proceeds while permitting us to participate in future proceeds on certain insurance coverage claims for economic losses PENN sustained due to the COVID-19 pandemic.
+Added: As discussed in Note 5, “Long-Term Debt,” the Company determined that obligations under these claims are no longer probable and therefore recognized a non-cash gain related to this obligation comprised of cash proceeds received in 2021 of $72.5 million and $142.6 million of accreted non-cash interest.
+Added: Other primarily relates to realized and unrealized gains and losses on equity securities held by PENN Interactive as well as miscellaneous income and expense items.
Equity securities were provided to the Company in conjunction with entering into multi-year agreements with sports betting operators for online sports betting and iCasino market access across our portfolio.
−Removed: For the three months ended September 30, 2024, other income primarily consisted of an unrealized holding gain of $3.0 million.
−Removed: For the nine months ended September 30, 2024, other income primarily consisted of dividend income received, partially offset by an unrealized holding loss of $2.4 million.
−Removed: For the three and nine months ended September 30, 2023, other income primarily consisted of unrealized holding losses of $11.6 million and $8.5 million, respectively, which were offset by dividend income received.
−Removed: Additionally, the nine months ended September 30, 2023 included a $3.1 million gain related to remeasurement and settlement of Barstool put/call options prior to the Barstool Acquisition .
−Removed: Income tax benefit (expense) was an expense of $2.8 million as compared to a benefit of $161.7 million for the three months ended September 30, 2024 and 2023, respectively, and a benefit of $13.0 million as compared to an expense of $40.9 million for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: The effective tax rate (income taxes as a percentage of income from operations before income taxes) including discrete items was 23.1% and 18.6% for the three and nine months ended September 30, 2024, as compared to 19.0% and 1,698.9% for the three and nine months ended September 30, 2023.
+Added: For the three months ended March 31, 2025, other income primarily consisted of an unrealized holding gain of $0.8 million, as compared to an unrealized holding loss of $1.5 million for the three months ended March 31, 2024.
+Added: Income tax expense was $47.7 million for the three months ended March 31, 2025, compared to income tax benefit of $12.6 million for the three months ended March 31, 2024.
+Added: The effective tax rate (income taxes as a percentage of income from operations before income taxes) including discrete items was 26.2% and 14.8% for the three months ended March 31, 2025 and 2024, respectively.
We excluded certain foreign losses from our worldwide effective tax rate calculation due to a year-to-date ordinary loss for which no benefit may be recognized.
−Removed: The change in the effective tax rate for the three and nine months ended September 30, 2024, as compared to the corresponding prior periods was primarily due to (i) non-deductible permanent items offset against tax credit utilization, (ii) excluding certain foreign losses from our worldwide effective tax rate calculation for which no tax benefit may be recognized, (iii) state taxes, (iv) changes to the valuation allowances, and (v) the Barstool transaction.
−Removed: See Note 5, “Acquisitions and Dispositions” and Note 10, “Income Taxes” to our unaudited Consolidated Financial Statements for additional details.
+Added: The change in the effective tax rate for the three months ended March 31, 2025, as compared to the corresponding prior period was primarily due to (i) excluding certain foreign losses for which no tax
+Added: benefit can be recognized in our worldwide effective tax rate calculation, (ii) non-deductible permanent items offset against tax credit utilization, (iii) state taxes, and (iv) changes to the valuation allowance.
+Added: See Note 7, “Income Taxes” to our unaudited Consolidated Financial Statements for additional details.
Our effective income tax rate can vary each reporting period depending on, among other factors, the geographic and business mix of our earnings, changes to our valuation allowances, and the level of our tax credits.
Certain of these and other factors, including our history and projections of pre-tax earnings, are considered in assessing our ability to realize our net deferred tax assets.
−Removed: Segment comparison of the three and nine months ended September 30, 2024 and 2023
+Added: On January 16, 2025, the Indiana Supreme Court listened to oral arguments between the Company and the Indiana Department of State Revenue on notices of proposed assessments for tax years 2015 through 2017.
+Added: The Company believes that it is reasonably possible that its current unrecognized tax reserve may change within the next twelve months.
+Added: Segment comparison of the three months ended March 31, 2025 and 2024
Northeast Segment
−Removed: For the three months ended September 30, Change For the nine months ended September 30, Change
+Added: For the three months ended March 31, Change
(dollars in millions) 2025 2024 $ %
3 unchanged sentences
Adjusted EBITDAR $ 194.2 $ 202.6 $ (8.4) (4.1) %
−Removed: Adjusted EBITDAR margin 29.1 % 30.3 % -120 bps 29.4 % 30.8 % -140 bps
−Removed: The Northeast segment’s revenues for the three months ended September 30, 2024 decreased $2.2 million, primarily due to a decrease in gaming revenues due to unfavorable hold rates as well as a decrease in racing revenue.
−Removed: The Northeast segment’s revenues for the nine months ended September 30, 2024 decreased $9.7 million, primarily due to severe weather events during the first quarter of 2024 negatively impacting our operations, unfavorable hold rates in the third quarter of 2024, and decreases in gaming revenues at several of our properties due to increased competition.
−Removed: Food and beverage revenues for the nine months ended September 30, 2024 decreased primarily due to a decrease in racing revenue as well as the weather events during the first quarter resulting in a decline in visitation compared to the prior year period.
−Removed: For the three months ended September 30, 2024, the Northeast segment’s Adjusted EBITDAR decreased $9.0 million, and Ad justed EBITDAR margin decreased to 29.1%, primarily d ue to increased labor costs and unfavorable hold rates in the current year quarter.
−Removed: For the nine months ended September 30, 2024, the Northeast segment’s Adjusted EBITDAR decreased $31.9 million, primarily due to decreased gaming and non-gaming revenues.
−Removed: Ad justed EBITDAR margin decreased to 29.4% primarily due to the reversal of certain accrued gaming taxes in the prior year period and increased labor and marketing costs in the current year period.
+Added: Adjusted EBITDAR margin 28.5 % 29.6 % -110 bps
+Added: The Northeast segment’s revenues for the three months ended March 31, 2025 decreased $3.8 million, primarily due to a decrease in gaming revenues at several of our properties due to severe weather events and increased competition negatively impacting visitation, partially offset by an increase in non-gaming revenues at several of our properties.
+Added: For the three months ended March 31, 2025, the Northeast segment’s Adjusted EBITDAR decreased $8.4 million , and Ad justed EBITDAR margin decreased to 28.5%, primarily d ue to the decrease in gaming revenues in the current year quarter.
South Segment
−Removed: For the three months ended September 30, Change For the nine months ended September 30, Change
+Added: For the three months ended March 31, Change
(dollars in millions) 2025 2024 $ %
3 unchanged sentences
Adjusted EBITDAR $ 103.3 $ 113.5 $ (10.2) (9.0) %
−Removed: Adjusted EBITDAR margin 36.9 % 44.3 % -740 bps 37.4 % 40.9 % -350 bps
−Removed: The South segment’s revenues for the three and nine months ended September 30, 2024 decreased by $20.1 million and $46.5 million, respectively, compared to the corresponding prior year periods, primarily due to a decrease in gaming revenues as increased competition negatively impacted visitation at several of our properties and severe weather events in the first and third quarter of 2024 negatively impacted our operations.
−Removed: Food, beverage, hotel, and other revenues decreased for the three and nine months ended September 30, 2024, primarily due to accelerating our hotel remodeling in the current year quarter and the negative weather impact on operations, as discussed above.
−Removed: For the three and nine months ended September 30, 2024, the South segment’s Adjusted EBITDAR decreased $30.2 million and $49.8 million, respectively, and Adjusted EBITDAR margin decreased to 36.9% and 37.4%, respectively, primarily due to the decrease in revenues as described above.
−Removed: Additionally, the three and nine months ended September 30, 2023 were
−Removed: positively i mpacted by the receipt of $14.0 million in business interruption proceeds related to the loss experienced in 2020 due to Hurricane Laura.
−Removed: For the three months ended September 30, Change For the nine months ended September 30, Change
+Added: Adjusted EBITDAR margin 35.8 % 38.0 % -220 bps
+Added: The South segment’s revenues for the three months ended March 31, 2025 decreased by $10.2 million compared to the corresponding prior year period, primarily due to a decrease in gaming revenues as increased competition negatively impacted several of our properties, partially offset by an increase in hotel and food and beverage revenues.
+Added: For the three months ended March 31, 2025, the South segment’s Adjusted EBITDAR decreased $10.2 million , and Adjusted EBITDAR margin decreased to 35.8% , respectively, primarily due to the decrease in gaming revenues as described above.
+Added: For the three months ended March 31, Change
(dollars in millions) 2025 2024 $ %
3 unchanged sentences
Adjusted EBITDAR $ 45.7 $ 45.9 $ (0.2) (0.4) %
−Removed: Adjusted EBITDAR margin 36.0 % 40.5 % -450 bps 36.4 % 38.9 % -250 bps
−Removed: The West segment’s revenues for the three months ended September 30, 2024 decreased by $3.3 million, compared to the prior year period, primarily due to a decrease in gaming revenues as road construction and increased competition negatively impacted visitation at our West segment properties, partially offset by an increase in food, beverage, hotel, and other revenues.
−Removed: The West segment’s revenues for the nine months ended September 30, 2024 increased by $1.1 million, compared to the prior year period, primarily due to an increase in hotel and food and beverage revenues, partially offset by a decrease in gaming revenues as isolated weather events negatively impacted visitation during the first quarter of 2024 .
−Removed: For the three and nine months ended September 30, 2024, the West segment’s Adjusted EBITDAR decreased $7.2 million and $9.4 million, respectively, and Adjusted EBITDAR margin decreased to 36.0% and 36.4%, respectively, primarily due to the decreases in gaming revenues discussed above and increased labor costs.
+Added: Adjusted EBITDAR margin 35.2 % 35.6 % -40 bps
+Added: The West segment’s revenues for the three months ended March 31, 2025 increased by $0.9 million , compared to the prior year period, primarily due to an increase in visitation at the West segment’s properties’ hotels, partially offset by a decrease in gaming revenues.
+Added: For the three months ended March 31, 2025, the West segment’s Adjusted EBITDAR decreased $0.2 million and Adjusted EBITDAR margin decreased to 35.2% primarily due to an increase in labor costs.
Midwest Segment
−Removed: For the three months ended September 30, Change For the nine months ended September 30, Change
+Added: For the three months ended March 31, Change
(dollars in millions) 2025 2024 $ %
3 unchanged sentences
Adjusted EBITDAR $ 113.8 $ 117.0 $ (3.2) (2.7) %
−Removed: Adjusted EBITDAR margin 40.6 % 42.2 % -160 bps 41.5 % 42.7 % -120 bps
−Removed: The Midwest segment’s revenues for the three months ended September 30, 2024 were flat compared to the prior year quarter .
−Removed: The Midwest segment’s revenues for the nine months ended September 30, 2024 decreased by $0.5 million, compared to the prior year period, primarily due to a decrease in gaming revenues during the period as severe weather events in the first quarter of 2024 negatively impacted visitation , partially offset by an increase in hotel and food and beverage revenues in the second quarter of 2024 .
−Removed: For the three and nine months ended September 30, 2024, the Midwest segment’s Adjusted EBITDAR decreased $5.3 million and $11.1 million, respectively, and A djusted EBITDAR margin decreased to 40.6% and 41.5%, respectively, primarily due to the decreases in gaming revenues discussed above, increased labor costs, and an increase in general and administrative costs.
+Added: Adjusted EBITDAR margin 40.2 % 40.2 % 0 bps
+Added: The Midwest segment’s revenues for the three months ended March 31, 2025 decreased by $8.3 million compared to the corresponding prior year period, primarily due to a decrease in gaming revenues as severe weather events and increased competition negatively impacted visitation at several of our properties.
+Added: For the three months ended March 31, 2025, the Midwest segment’s Adjusted EBITDAR decreased $3.2 million and A djusted EBITDAR margin remained flat at 40.2% primarily due to the decreases in gaming revenues discussed above and an increase in labor costs, partially offset by decreased general and administrative costs.
Interactive Segment
−Removed: For the three months ended September 30, Change For the nine months ended September 30, Change
+Added: For the three months ended March 31, Change
(dollars in millions) 2025 2024 $ %
4 unchanged sentences
Adjusted EBITDAR $ (89.0) $ (196.0) $ 107.0 N/M
−Removed: Adjusted EBITDAR margin (37.2) % (25.6) % N/M (56.9) % (10.0) % N/M
+Added: Adjusted EBITDAR margin (30.7) % (94.4) % N/M
(1) - “Food, beverage, hotel, and other” only includes “other” revenue.
N/M - Not meaningful
−Removed: The Interactive segment’s revenues for the three months ended September 30, 2024 increased by $48.3 million compared to the corresponding prior year period, primarily due to an increase in gaming revenues.
−Removed: In the current quarter, gaming revenues were positively impacted by favorable sports betting hold rates driven by a higher parlay mix from our improving product offering and lower promotional expenses.
−Removed: Other revenues are inclusive of gaming tax amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $104.1 million and $102.6 million for the three months ended September 30, 2024 and 2023, respectively.
−Removed: The Interactive segment’s revenues for the nine months ended September 30, 2024 decreased by $2.4 million compared to the corresponding prior year period, primarily due to a decrease in other revenues, partially offset by an increase in gaming revenues.
−Removed: The decrease in other revenues primarily relate to $99.2 million of Barstool revenues subsequent to the Barstool Acquisition on February 17, 2023 and prior to the Barstool disposal on August 8, 2023 being included in the nine months ended September 30, 2023.
−Removed: Due to the Barstool disposal, the current year period does not include any Barstool operating results.
−Removed: Furthermore, other revenues are inclusive of gaming tax amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $302.8 million and $283.4 million for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: For the three and nine months ended September 30, 2024, the Interactive segment’s Adjusted EBITDAR and Adjusted EBITDAR margin decreased primarily due to the decrease in other revenues as discussed above, as well as an increase in marketing expense due to the continued promotion of ESPN BET.
−Removed: For the three months ended September 30, Change For the nine months ended September 30, Change
+Added: The Interactive segment’s revenues for the three months ended March 31, 2025 increased by $82.4 million compared to the corresponding prior year period, primarily due to an increase in gaming revenues.
+Added: Gaming revenues were positively impacted by iCasino growth and a decrease in promotional spend.
+Added: Other revenues are inclusive of gaming tax amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $128.2 million and $116.6 million for the three months ended March 31, 2025 and 2024, respectively.
+Added: For the three months ended March 31, 2025, the Interactive segment’s Adjusted EBITDAR and Adjusted EBITDAR margin increased primarily due to the increase in gaming revenues and decrease in marketing expense, as discussed above.
+Added: For the three months ended March 31, Change
(dollars in millions) 2025 2024 $ %
3 unchanged sentences
Adjusted EBITDAR $ (38.8) $ (26.8) $ (12.0) 44.8 %
−Removed: Other consists of the Company’s stand-alone racing operations, as well as corporate overhead costs, which primarily includes certain expenses such as payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate to or have not otherwise been allocated.
−Removed: Revenues for the three and nine months ended September 30, 2024 decreased slightly compared to the prior ye ar periods, primarily due to fluctuations in racing revenues.
−Removed: Corporate overhead costs were $29.1 million and $27.0 million for the three months ended September 30, 2024 and 2023, respectively, and $78.5 million and $78.1 million for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: Changes in Adjusted EBITDAR for the three months ended September 30, 2024 primarily relate to higher general and administrative costs, slightly offset by a decrease in labor costs.
−Removed: Changes in Adjusted EBITDAR for the nine months ended September 30, 2024 primarily relate to higher labor costs, slightly offset by a decrease in general and administrative costs.
+Added: Other consists of the Company’s stand-alone racing operations, as well as corporate overhead expenses, which primarily includes certain expenses such as payroll, professional f ees, travel expenses, and other general and administrative expenses that do not directly relate to or have not otherwise been allocated.
+Added: Revenues for the three months ended March 31, 2025 decreased slightly compared to the prior year period, primarily due to fluctuations in racing revenues.
+Added: Corporate overhead expenses were $36.0 million and $24.9 million for the three months ended March 31, 2025 and 2024, respectively, and include $7.7 million of legal and advisory costs related to our response to a purported proxy campaign in connection with our 2025 annual meeting of shareholders in the current year quarter.
+Added: Changes in Adjusted EBITDAR for the three months ended March 31, 2025 primarily relate to increased general and administrative costs, inclusive of the $7.7 million of legal and advisory costs as described above, and labor costs.
Non-GAAP Financial Measures
17 unchanged sentences
non-cash gains/losses associated with REIT transactions as described in Note 6, “Leases” to our unaudited Consolidated Financial Statements;
−Removed: non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC Topic 805, “Business Combinations”;
Adjusted EBITDA is inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (such as interest expense, net;
−Removed: income taxes;
−Removed: depreciation and amortization;
−Removed: and stock-based compensation expense) added back for Barstool Sports, Inc.
−Removed: (prior to our acquisition of the remaining 64% of Barstool common stock on February 17, 2023) and our Kansas Entertainment, LLC joint venture.
+Added: and depreciation and amortization) added back for our Kansas Entertainment, LLC joint venture.
Adjusted EBITDA is inclusive of rent expense associated with our triple net operating leases with our REIT landlords.
18 unchanged sentences
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures
−Removed: The following table includes a reconciliation of net loss, which is determined in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures, as well as related margins:
−Removed: For the three months ended September 30, For the nine months ended September 30,
+Added: The following table includes a reconciliation of net income (loss), which is determined in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures, as well as related margins:
+Added: For the three months ended March 31,
(dollars in millions) 2025 2024
−Removed: Net loss $ (37.5) $ (725.1) $ (179.5) $ (132.6)
−Removed: Income tax (benefit) expense
+Added: Net income (loss)
$ 111.5 $ (114.9)
+Added: Income tax (benefit) expense
Interest expense, net 110.8 119.1
1 unchanged sentence
Income from unconsolidated affiliates (7.6) (7.2)
−Removed: Gain on Barstool Acquisition, net — — — (83.4)
−Removed: Gain on REIT transactions, net — — — (500.8)
+Added: Gain on financing arrangement
Other (income) expenses (1.3) 1.3
Operating income (loss) 42.8 (21.4)
−Removed: Loss on disposal of Barstool — 923.2 — 923.2
Stock-based compensation (1)
−Removed: 12.9 35.2 39.0 71.4
Cash-settled stock-based award variance (1)(2)
−Removed: (3.8) (2.9) (14.9) (12.0)
Loss (gain) on disposal of assets (1)
−Removed: (0.1) — 8.8 —
−Removed: Contingent purchase price (1)
−Removed: (1.1) 1.3 (1.1) 1.8
+Added: Pre-opening expenses (1)
Depreciation and amortization 108.0 108.7
−Removed: Insurance recoveries, net of deductible charges (1)
−Removed: — (0.3) (2.7) (13.9)
Income from unconsolidated affiliates 7.6 7.2
Non-operating items of equity method investments (3)
−Removed: 1.1 1.0 3.2 6.4
Other expenses (1)(4)
−Removed: 1.2 14.4 5.5 25.1
Adjusted EBITDA 173.3 101.4
Rent expense associated with triple net operating leases (1)
−Removed: 154.9 146.6 464.6 439.0
Adjusted EBITDAR $ 329.2 $ 256.2
−Removed: Net loss margin (2.3) % (44.8) % (3.7) % (2.7) %
+Added: Net income (loss) margin
+Added: 6.7 % (7.2) %
Adjusted EBITDA margin 10.4 % 6.3 %
3 unchanged sentences
As such, significant fluctuations in the price of the Company’s common stock during any reporting period could cause significant variances to budget on cash-settled stock-based awards.
−Removed: (3) Consists principally of interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense associated with Barstool prior to acquiring the remaining 64% of Barstool common stock (see Note 5, “Acquisitions and Dispositions” in the notes to our unaudited Consolidated Financial Statements), and our Kansas Entertainment joint venture.
−Removed: (4) Consists of non-recurring acquisition and transaction costs, and finance transformation costs associated with the implementation of our new Enterprise Resource Management system.
+Added: (3) Consists primarily of depreciation expense associated with our Kansas Entertainment joint venture.
+Added: (4) Consists of non-recurring transaction costs and, prior to August 1, 2024, finance transformation costs associated with the implementation of our new Enterprise Resource Management system.
LIQUIDITY AND CAPITAL RESOURCES
1 unchanged sentence
Our ongoing liquidity will depend on a number of factors, including available cash resources, cash flow from operations, acquisitions or investments, funding of construction for development projects, and our compliance with covenants contained under our debt agreements.
−Removed: For the nine months ended September 30, Change
+Added: We currently believe that our operating cash flow and other sources of liquidity, as described herein, will be sufficient to meet our liquidity needs on a short and long-term basis.
+Added: For the three months ended March 31, Change
(dollars in millions) 2025 2024 $ %
−Removed: Net cash provided by operating activities $ 256.4 $ 540.7 $ (284.3) (52.6) %
+Added: Net cash provided by (used in) operating activities $ 41.9 $ (68.7) $ 110.6 N/M
Net cash used in investing activities $ (135.9) $ (47.3) $ (88.6) 187.3 %
Net cash used in financing activities $ (16.2) $ (50.1) $ 33.9 (67.7) %
+Added: N/M - Not meaningful
Operating Cash Flow
Trends in our operating cash flows tend to follow trends in operating income (loss), excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, tax payments or refunds, and distributions from unconsolidated affiliates.
−Removed: Net cash provided by operating activities decreased by $284.3 million for the nine months ended September 30, 2024, primarily due to a decrease in earnings.
+Added: Net cash provided by operating activities increased by $110.6 million for the three months ended March 31, 2025, primarily due to an increase in our reportable segments’ Adjusted EBITDAR and receipt of income tax refunds.
Investing Cash Flow
−Removed: Cash used in investing activities for the nine months ended September 30, 2024, of $312.7 million, primarily relates to capital expenditures of $261.7 million.
−Removed: For the nine months ended September 30, 2023, cash used in investing activities of $586.0 million was primarily related to consideration paid for the Barstool Acquisition, net of cash acquired, of $314.6 million and capital expenditures of $207.8 million.
+Added: Cash used in investing activities during the three months ended March 31, 2025 and March 31, 2024, was $135.9 million and $47.3 million, respectively, and primarily related to capital expenditures of $125.2 million and $41.4 million, respectively.
Capital Expenditures
Capital expenditures are accounted for as either project capital (new facilities or expansions) or maintenance (replacement) which is inclusive of projects such as our retail sportsbooks, our cashless, cardless and contactless technology and hotel renovations.
−Removed: Cash provided by operating activities, as well as cash available under our Amended Revolving Credit Facility, was available to fund our capital expenditures for the nine months ended September 30, 2024 and 2023, as applicable.
−Removed: Capital expenditures for the nine months ended September 30, 2024 and 2023, were $261.7 million and $207.8 million, respectively.
−Removed: For the year ending December 31, 2024 , our anticipated capital expenditures, inclusive of insurance proceeds, are approximately $225.0 million, which include capital expenditures of $130.9 million, incurred for the nine months ended September 30, 2024 and capital expenditures required under our Triple Net Leases, which require us to spend a specified percentage of total revenues.
−Removed: Additionally f or the year ending December 31, 2024 , we anticipate capital project expenditures of $275.6 million in connection with the PENN Development Projects as a result of our Master Development Agreement with GLPI (as described in Note 8, “Leases” in the notes to our unaudited Consolidated Financial Statements), which include capital expenditures of $130.8 million for the nine months ended September 30, 2024.
+Added: Cash provided by operating activities, as well as cash available under our Amended Revolving Credit Facility, was available to fund our capital expenditures for the three months ended March 31, 2025 and 2024, as applicable.
+Added: Fo r the year ending December 31, 2025 , we anticipate capital expenditures of approximately $240.0 million, inclusive of capital expenditures required under our Triple Net Leases, which require us to spend a specified percentage of total revenues, and capital expenditures of $28.8 million incurred during the three months ended March 31, 2025.
+Added: Additionally, f or the year ending December 31, 2025 , we anticipate capital project expenditures of $490.0 million, the majority of which are in connection with the PENN Development Projects pursuant to our Master Development Agreement with GLPI (as described in Note 6, “Leases” in the notes to our unaudited Consolidated Financial Statements).
+Added: During the three months ended March 31, 2025, we incurred capital expenditures of $96.4 million in connection with the PENN Development Projects.
The Master Development Agreement provides that GLPI will fund up to $225.0 million for the Aurora Project and, upon PENN’s request, up to $350.0 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement.
+Added: As of the date of this filing, the Company has neither requested nor received any funding from GLPI for the PENN Development Projects.
Financing Cash Flow
−Removed: For the nine months ended September 30, 2024, net cash used in financing activities decreased by $82.9 million compared to the nine months ended September 30, 2023.
−Removed: This was primarily due to $28.6 million in payments on insurance financing as well as $30.5 million in indemnification payments in the current year period, whereas we had repurchases of our common stock of $149.8 million in the prior year period.
−Removed: As of September 30, 2024, we had $2.8 billion in aggregate principal amount of indebtedness, including $1.5 billion outstanding under our Amended Credit Facilities (as defined in Note 7, “Long-Term Debt” in the notes to our unaudited Consolidated Financial Statements), $400.0 million outstanding under our 5.625% Notes due 2027 (the “5.625% Notes”), $400.0 million outstanding under our 4.125% Notes due 2029 (the “4.125% Notes”), $330.5 million outstanding under our 2.75% Convertible Notes due 2026, and $197.5 million outstanding in other long-term obligations.
−Removed: No amounts were drawn on our Amended Revolving Credit Facility (as defined in Note 7, “Long-Term Debt” in the notes to our unaudited Consolidated Financial Statements).
−Removed: We have no debt maturing prior to 2026.
−Removed: As of September 30, 2024, we had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $20.9 million resulting in $979.1 million available borrowing capacity under our Amended Revolving Credit Facility.
+Added: For the three months ended March 31, 2025, net cash used in financing activities totaled $16.2 million, primarily related to repurchases of our common stock of $25.0 million, principal payments of $23.8 million on our finance leases and finance obligations, $12.4 million in payments on insurance financing, as well as $9.4 million in principal payments on long-term debt, and $60.0 million of net proceeds from our revolving credit facility.
+Added: For the three months ended March 31, 2024, net cash used in financing activities totaled $50.1 million, primarily related to principal payments of $22.2 million on our finance leases and finance obligations, $12.2 million in payments on insurance financing, as well as $9.4 million in principal payments on long-term debt.
+Added: As of March 31, 2025, we had $2.6 billion in aggregate principal amount of indebtedness, including $1.5 billion outstanding under our Amended Credit Facilities (as defined in Note 5, “Long-Term Debt” in the notes to our unaudited Consolidated Financial Statements), $400.0 million outstanding under our 5.625% Notes due 2027 (the “5.625% Notes”), $400.0 million outstanding under our 4.125% Notes due 2029 (the “4.125% Notes”), $330.5 million outstanding under our 2.75% Convertible Notes due 2026, and $8.6 million outstanding in other long-term obligations.
+Added: We ha d $60.0 million drawn on our Amended Revolving Credit Facility (as defined in Note 5, “Long-Term Debt” in the notes to our unaudited Consolidated Financial Statements).
+Added: We have n o debt maturing prior to 2026.
+Added: As of May 9, 2025, the Company had $105.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $874.6 million in available borrowing capacity.
Our Amended Credit Facilities, 5.625% Notes, and 4.125% Notes require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests.
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If we are unable to meet our financial covenants or in the event of a cross-default, it could trigger an acceleration of payment terms.
−Removed: On February 15, 2024 (the “Amendment Effective Date”), PENN entered into a First Amendment (the “Amendment Agreement”) with its various lenders amending its Amended Credit Facilities (as amended, amended and restated, supplemented, or otherwise modified from time to time prior to the Amendment Effective Date, the “Existing Credit Agreement”).
−Removed: The Amendment Agreement amends the Existing Credit Agreement to provide that, during the period beginning on the Amendment Effective Date and ending on the earlier of (i) the date that is two business days after the date on which the Company delivers a covenant relief period termination notice to the administrative agent and (ii) the date on which the administrative agent receives a compliance certificate for the quarter ending December 31, 2024 (the “Covenant Relief Period”), the Company will make an adjustment to exclude specified amounts of Interactive segment Adjusted EBITDAR (as defined in Note 15, “Segment Information” in the notes to our unaudited Consolidated Financial Statements ) in its calculations to comply with the maximum total net leverage ratio or minimum interest coverage ratio (as such terms are defined in the Second Amended and Restated Credit Agreement).
−Removed: We will continue to be required to maintain specified financial ratios and to satisfy certain financial tests when our Covenant Relief Period terminates after December 31, 2024.
−Removed: As of September 30, 2024, the Company was in compliance with all required financial covenants.
−Removed: The Company believes that it will remain in compliance with all of its required financial covenants for at least the next 12 months following the date of filing this Quarterly Report on Form 10-Q with the SEC.
+Added: As of March 31, 2025, the Company was in compliance with all required financial covenants.
+Added: The Company believes that it will remain in compliance with all of its required financial covenants for at least the next twelve months following the date of filing this Quarterly Report on Form 10-Q with the SEC.
See Note 5, “Long-Term Debt” in the notes to our unaudited Consolidated Financial Statements for additional information of the Company’s debt and other long-term obligations.
Share Repurchase Authorization
−Removed: On December 6, 2022, the Board of Directors approved a share repurchase authorization for $750.0 million (the “December 2022 Authorization”).
−Removed: The December 2022 Authorization expires on December 31, 2025.
−Removed: The Company utilized the capacity under the previous February 2022 authorization prior to effecting any repurchases under the December 2022 Authorization.
+Added: On December 6, 2022, the Board of Directors approved a share repurchase authorization for $750.0 million (the “December 2022 Authorization”), which expires on December 31, 2025.
Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for the capital, and other factors.
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There is no minimum number of shares that the Company is required to repurchase and the repurchase authorization may be suspended or discontinued at any time without prior notice.
−Removed: No shares of the Company’s common stock were repurchased during the nine months ended September 30, 2024.
−Removed: During the nine months ended September 30, 2023, the Company repurchased 5,438,221 shares of its common stock in open market transactions for $149.8 million, at an average price of $27.54 per share under the February 2022 and December 2022 Authorizations.
+Added: During the three months ended March 31, 2025, the Company repurchased 1,413,882 shares of its common stock in open market transactions for $25.0 million at an average price of $17.67 per share.
+Added: Subsequent to the quarter ended March 31, 2025, the Company repurchased 665,972 shares of its common stock at an average price of $15.03 per share for an aggregate amount of $10.0 million.
+Added: As of May 9, 2025, the remaining availability under our December 2022 Authorization was $714.2 million.
The cost of all repurchased shares is recorded as “Treasury stock” within our unaudited Consolidated Balance Sheets.
−Removed: No shares of the Company’s common stock were repurchased subsequent to the quarter ended September 30, 2024.
−Removed: As of November 6, 2024, the remaining availability under our December 2022 Authorization was $749.5 million.
Other Factors Affecting Liquidity
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On August 8, 2023, PENN entered into the Sportsbook Agreement with ESPN which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States.
−Removed: In November 2023, the existing Barstool Sportsbook was rebranded and launched across all online platforms in the United States as ESPN BET, and our online product includes a Hollywood Casino-branded integrated iCasino offering within the sportsbook app where permitted.
The Sportsbook Agreement has an initial 10-year term and may be extended for an additional ten years upon mutual agreement of PENN and ESPN.
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the most significant of which are the AR PENN Master Lease, 2023 Master Lease, and Pinnacle Master Lease (as such terms are defined in Note 6, “Leases” in the notes to our unaudited Consolidated Financial Statements, and collectively referred to as the “Master Leases”), with GLPI.
−Removed: We refer to the Master Leases, the Margaritaville Lease, the Greektown Lease, and the Morgantown Lease, collectively, as our “Triple Net Leases”.
−Removed: The Company’s Triple Net Leases are accounted for as either operating leases, finance leases, or financing obligations.
−Removed: On February 21, 2023, as described in Note 8, “Leases” in the notes to our unaudited Consolidated Financial Statements, the Company and GLPI entered into the AR PENN Master Lease, effective January 1, 2023, to (i) remove the land and buildings for Aurora, Joliet, Columbus, Toledo, and the M Resort, and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease).
−Removed: The AR PENN Master Lease remains subject to annual rent escalators and a percentage rent reset every five years.
−Removed: Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into the 2023 Master Lease, effective January 1, 2023, specific to the properties associated with Aurora, Joliet, Columbus, Toledo, M Resort, Meadows, and Perryville and the Master Development Agreement.
−Removed: The 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville.
−Removed: The 2023 Master Lease incurs a 1.5% fixed escalator on November 1 of each year, and is also subject to a one-time increase of $1.4 million effective November 1, 2027.
−Removed: The 2023 Master Lease and AR PENN Master Lease are cross-defaulted, cross-collateralized, coterminous, and subject to a parent guarantee.
−Removed: The 2023 Master Lease includes the 2023 Master Lease Base Rent equal to $232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for the Aurora Project and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for the Other Development Projects.
+Added: We refer to the Master Leases, the Margaritaville Lease, the Greektown Lease, and the Morgantown Lease, collectively, as our “Triple Net Leases.” The Company’s Triple Net Leases are accounted for as either operating leases, finance leases, or financing obligations.
+Added: On February 21, 2023, as described in Note 6, “Leases” in the notes to our unaudited Consolidated Financial Statements, the Company and GLPI entered into the Master Development Agreement.
+Added: The Master Development Agreement contains additional rent (together with the 2023 Master Lease base rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for the Aurora Project and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for the Other Development Projects.
The Master Development Agreement provides that GLPI will fund up to $225.0 million for the Aurora Project and, upon PENN’s request, up to $350.0 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement.
These funding obligations of GLPI expire on January 1, 2026.
−Removed: The PENN Development Projects have commenced.
−Removed: Our new Joliet facility is anticipated to open in the second half of 2025 and the new Aurora facility, the M Resort new hotel tower, and the Columbus hotel tower are anticipated to open in the first half of 2026.
+Added: We expect our new Joliet facility to open in the fourth quarter of 2025, and the new hotel tower at the M Resort, the new Aurora facility, and the Columbus hotel tower to open in the first half of 2026.
+Added: As of the date of this filing, the Company has neither requested nor received any funding from GLPI for the PENN Development Projects.
Under our Triple Net Leases, in addition to lease payments for the real estate assets, we are required to pay the following, among other things:
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Total payments made to our REIT Landlords, GLPI and VICI, were as follows:
−Removed: For the three months ended September 30, For the nine months ended September 30,
+Added: For the three months ended March 31,
(in millions) 2025 2024
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We cannot be certain:
−Removed: (i) of the impact of global supply chain disruptions, price inflation, interest rate changes, slowing economic growth, and geopolitical uncertainty;
+Added: (i) of the impact of price inflation, changes in interest rates on the U.S.
+Added: economy, changes in trade policies, economic downturns or uncertainty, and geopolitical uncertainty;
(ii) that our anticipated earnings projections will be realized;
−Removed: (iii) that we will achieve the expected synergies from our acquisitions;
−Removed: (iv) that we will achieve the anticipated financial returns from our strategic initiatives, including, but not limited to, our Sportsbook Agreement with ESPN and the PENN Development Projects;
−Removed: (v) and that future borrowings will be available under our Amended Credit Facilities or otherwise will be available in the credit markets to enable us to service our indebtedness or to make anticipated capital expenditures.
+Added: (iii) that we will achieve the expected synergies from our acquisitions and joint ventures;
+Added: and (iv) that future borrowings will be available under our Amended Credit Facilities or otherwise will be available in the credit markets to enable us to service our indebtedness or to make anticipated capital expenditures.
We caution that the performance and trends seen across our portfolio may not continue.
−Removed: In addition, while we anticipated that a significant amount of our future growth would come through the pursuit of opportunities within other distribution channels, such as media, retail and online sports betting, iCasino, and social gaming;
+Added: In addition, while we anticipate that a significant amount of our future growth would come through the pursuit of opportunities within other distribution channels, such as media, retail and online gaming;
from acquisitions of gaming properties at reasonable valuations;
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See Part I, Item 1A.
−Removed: “Risk Factors” of the Company’s Form 10-K for the year ended December 31, 2023 for a discussion of additional risks related to the Company’s capital structure.
+Added: “Risk Factors” of the Company’s Form 10-K for the year ended December 31, 2024 for a discussion of additional risks, including risks related to the Company’s capital structure.
We have historically maintained a capital structure comprised of a mix of equity and debt financing.
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A complete discussion of our critical accounting estimates is included in our Form 10-K for the year ended December 31, 2024.
−Removed: There have been no significant changes in our critical accounting estimates during the nine months ended September 30, 2024.
+Added: There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2025.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
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This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
−Removed: These statements can be identified by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “projects,” “intends,” “plans,” ”outlook,” “goal,” “seeks,” “may,” “will,” “should,” or “anticipates” or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties.
+Added: These statements can be identified by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “projects,” “intends,” “plans,” “goal,” “seeks,” “may,” “will,” “should,” or “anticipates” or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties.
Specifically, forward-looking statements include, but are not limited to, statements regarding:
−Removed: the Company’s expectations of future results of operations and financial condition;
+Added: the Company’s expectations of future results of operations and financial condition, including, but not limited to, projections of revenue, Adjusted EBITDA, Adjusted EBITDAR, and other financial measures;
the assumptions provided regarding the guidance, including the scale and timing of the Company’s product and technology investments;
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the Company’s expectations regarding its Sportsbook Agreement with ESPN and the future success of ESPN BET;
+Added: the Company’s expectations with respect to share repurchases;
the Company’s expectations with respect to the integration and synergies related to the Company’s integration of theScore and the continued growth and monetization of the Company’s media business;
the Company’s expectations that its portfolio of assets provides a benefit of geographically-diversified cash flows from operations;
−Removed: the Company’s plan to expand gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties, including the PENN Development Projects;
+Added: management’s plans and strategies for future operations, including statements relating to the Company’s plan to expand gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties, including the development projects and the anticipated benefits;
improvements, expansions, or relocations of our existing properties;
−Removed: entrance into new jurisdictions;
+Added: entrance into new
+Added: jurisdictions;
expansion of gaming in existing jurisdictions;
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the timing, cost and expected impact of planned capital expenditures on the Company’s results of operations;
−Removed: our expectation that the Company will remain in compliance with all of its required financial covenants for at least the next 12 months following the date of filing this Quarterly Report on Form 10-Q with the SEC;
−Removed: our expectation that, based on our current level of operations, cash generated from operations and cash on hand, together with amounts available under our Amended Credit Facilities, will be adequate to meet our anticipated obligations under our Triple Net Leases, debt service requirements, capital expenditures and working capital needs for the foreseeable future;
−Removed: the actions of regulatory, legislative, executive, or judicial decisions at the federal, state, provincial, or local level with regard to our business and the impact of any such actions;
−Removed: the anticipated impact of accounting pronouncements;
−Removed: and settlement costs relating to Barstool SPA indemnification obligations.
+Added: and the actions of regulatory, legislative, executive, or judicial decisions at the federal, state, provincial, or local level with regard to our business and the impact of any such actions.
Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company’s future financial results and business.
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Such factors include:
−Removed: the effects of economic and market conditions in the markets in which the Company operates or otherwise, including the impact of global supply chain disruptions, price inflation, rising interest rates, slowing economic growth, and geopolitical uncertainty;
+Added: the effects of economic and market conditions in the markets in which the Company operates or otherwise, including the impact of global supply chain disruptions, price inflation, changes in interest rates, economic downturns, changes in trade policies, and geopolitical and regulatory uncertainty;
competition with other entertainment, sports content, and gaming experiences;
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risks relating to operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions;
−Removed: the Company may not be able to achieve the anticipated financial returns from the Sportsbook Agreement with ESPN, including due to fees, costs, taxes or circumstances beyond the Company’s or ESPN’s control;
−Removed: the Company may not achieve expected synergies from acquisitions;
−Removed: future borrowings may not be available under our Amended Credit Facilities and capital may not be otherwise available to enable us to service our indebtedness, make anticipated capital expenditures or pay off or refinance our indebtedness prior to maturity;
+Added: our ability to successfully acquire and integrate new properties and operations and achieve expected synergies from acquisitions;
+Added: the availability of future borrowings under our Amended Credit Facilities or other sources of capital to enable us to service our indebtedness, make anticipated capital expenditures or pay off or refinance our indebtedness prior to maturity;
the impact of indemnification obligations under the Barstool SPA;
+Added: our ability to achieve the anticipated financial returns from the Sportsbook Agreement with ESPN, including due to fees, costs, taxes, or circumstances beyond the Company’s or ESPN’s control;
the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company and ESPN to terminate the Sportsbook Agreement between the companies;
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the impact of new or changes in current laws, regulations, rules or other industry standards;
−Removed: and additional risks and uncertainties described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the U.S.
+Added: the impact of activist shareholders;
+Added: adverse outcomes of litigation involving the Company, including litigation in connection with our 2025 annual meeting of shareholder;
+Added: our ability to maintain our gaming licenses and concessions and comply with applicable gaming law, changes in current laws, regulations, rules or other industry standards, and additional factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the U.S.
Securities and Exchange Commission.
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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.