SEC Comment Letter for PENN Entertainment, Inc. (PENN) (CIK 0000921738) (PENN) — Sep 19, 2014
PENN Entertainment, Inc. (PENN) (CIK 0000921738)
Date: Sept. 19, 2014 · CIK: 0000921738 · Accession: 0000000000-14-047198
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-24206
Letter
September 19, 201 4 Via E -mail Mr. Saul V. Reibstein Senior Vice President Finance and Chief Financial Officer Penn National Gaming, Inc . 825 Berkshire Blvd., Suite 200 Wyomissing, Pennsylvania 19610
Re: Penn National Gaming, Inc. Form 10-K for fiscal year ended December 31 , 201 3 Filed on February 27, 2014 File No . 000-24206
Dear Mr. Reibstein :
We have reviewed your filing an d have the following comment s. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document. In our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment s apply to your facts an d circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comment s, we may have additional comments.
Form 10 -K for the fiscal year ended December 31, 201 3
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 40
Liquidity and Capital Resources, page 68
Capital Expenditures, page 69
1. Please tell us if you capitalized personnel costs to property and equipment. To the extent material, please separately quantify and disclose personnel costs capitalized to property and equipment for all periods presented and discuss fluctuations in capitalized person nel costs for all periods presented within your MD&A.
Mr. Saul V. Reibstein Penn National Gaming, Inc . September 19, 201 4 Page 2
Financial Statements
Notes to Consolidated Financial Statements, page 83
4. Summary of Significant Accounting Policies, page 85
2. In future filings, please disclose your accounting policy for your investments in variable interest entities. Please provide us an example of your proposed disclosure.
6. Acquisitions and Other Recent Business Ventures, page 97
Jamul Indian Village, p age 97
3. Please tell us how you are accounting for the arrangement with the Jamul Tribe. Your response should address, but not necessarily be limited to, whether or not this arrangement is conducted through a separate legal entity. To the extent it is con ducted through a separate legal entity, please tell us whether or not you consolidate this entity and how you made that determination. Please reference the authoritative accounting literature management relied upon.
4. Please tell us and disclose in future filings how much of the Jamul Tribe $360 million development project that you are obligated to fund and/or the amount you are anticipating to fund.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are respon sible for the accuracy and adequacy of the disclosures they have made.
In responding to our comment, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comment s or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. Saul V. Reibstein Penn National Gaming, Inc . September 19, 201 4 Page 3
You may contact Peter McPhun , Staff Accountant, at 202-551-3581 or the undersigned at 202-551-3295 if you have questions.
Sincerely,
/s/ Jennifer Monick
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September 19, 201 4 Via E -mail Mr. Saul V. Reibstein Senior Vice President Finance and Chief Financial Officer Penn National Gaming, Inc . 825 Berkshire Blvd., Suite 200 Wyomissing, Pennsylvania 19610 Re: Penn National Gaming, Inc. Form 10-K for fiscal year ended December 31 , 201 3 Filed on February 27, 2014 File No . 000-24206 Dear Mr. Reibstein : We have reviewed your filing an d have the following comment s. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document. In our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment s apply to your facts an d circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comment s, we may have additional comments. Form 10 -K for the fiscal year ended December 31, 201 3 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 40 Liquidity and Capital Resources, page 68 Capital Expenditures, page 69 1. Please tell us if you capitalized personnel costs to property and equipment. To the extent material, please separately quantify and disclose personnel costs capitalized to property and equipment for all periods presented and discuss fluctuations in capitalized person nel costs for all periods presented within your MD&A. Mr. Saul V. Reibstein Penn National Gaming, Inc . September 19, 201 4 Page 2 Financial Statements Notes to Consolidated Financial Statements, page 83 4. Summary of Significant Accounting Policies, page 85 2. In future filings, please disclose your accounting policy for your investments in variable interest entities. Please provide us an example of your proposed disclosure. 6. Acquisitions and Other Recent Business Ventures, page 97 Jamul Indian Village, p age 97 3. Please tell us how you are accounting for the arrangement with the Jamul Tribe. Your response should address, but not necessarily be limited to, whether or not this arrangement is conducted through a separate legal entity. To the extent it is con ducted through a separate legal entity, please tell us whether or not you consolidate this entity and how you made that determination. Please reference the authoritative accounting literature management relied upon. 4. Please tell us and disclose in future filings how much of the Jamul Tribe $360 million development project that you are obligated to fund and/or the amount you are anticipating to fund. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are respon sible for the accuracy and adequacy of the disclosures they have made. In responding to our comment, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comment s or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Mr. Saul V. Reibstein Penn National Gaming, Inc . September 19, 201 4 Page 3 You may contact Peter McPhun , Staff Accountant, at 202-551-3581 or the undersigned at 202-551-3295 if you have questions. Sincerely, /s/ Jennifer Monick Jennifer Monick Senior Staf f Accountant