SEC Comment Letter for PENN Entertainment, Inc. (PENN) (CIK 0000921738) (PENN) — Jun 20, 2016
PENN Entertainment, Inc. (PENN) (CIK 0000921738)
Date: June 20, 2016 · CIK: 0000921738 · Accession: 0000000000-16-081127
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-24206
Letter
Mailstop 3233 June 20, 2016 Via E -mail Mr. Saul V. Reibstein Chief Financial Officer Penn National Gaming, Inc. 825 Berkshire Blvd., Suite 200 Wyomissing, Pennsylvania 19610
Re: Penn National Gaming, Inc. Form 10-K for the fiscal year ended December 31, 2015 Filed March 15, 2016 File No. 000-24206
Dear Mr. Reibstein :
We have reviewed your filing an d have the following comment. In some of our comment, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment appl ies to your facts and circumstances , please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10 -K for the year ended December 31, 2015
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Adjusted EBITDA, page 56
1. We note your disclosure that “Adjusted EBITDA is used by management as the primary measure of the Company’s operating performance.” and Adjust ed EBITDA is “considered by many to be a better indicator of the Company’s operating results than net income (loss) per GAAP.” Please explain to us how your disclosure complies with Item 10(e)(1)(i)(A) of Regulation S -K which requires that your non -GAAP p resentation provide equal or greater prominence to the mostly directly comparable financial measure calculated in accordance with GAAP.
Mr. Saul V. Reibstein Penn National Gaming, Inc. June 20, 2016 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain th at 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 responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, 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 comments 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 Commissi on or any person under the federal securities laws of the United States.
You may contact Peter McPhun at 202-551-3581 or the undersigned at 202-551-3438 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
/s/ Robert F. Telewicz, Jr.
Show Raw Text
Mailstop 3233
June 20, 2016
Via E -mail
Mr. Saul V. Reibstein
Chief Financial Officer
Penn National Gaming, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania 19610
Re: Penn National Gaming, Inc.
Form 10-K for the fiscal year ended December 31, 2015
Filed March 15, 2016
File No. 000-24206
Dear Mr. Reibstein :
We have reviewed your filing an d have the following comment. In some of our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comment appl ies to your facts and circumstances , please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10 -K for the year ended December 31, 2015
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Adjusted EBITDA, page 56
1. We note your disclosure that “Adjusted EBITDA is used by management as the primary
measure of the Company’s operating performance.” and Adjust ed EBITDA is
“considered by many to be a better indicator of the Company’s operating results than net
income (loss) per GAAP.” Please explain to us how your disclosure complies with Item
10(e)(1)(i)(A) of Regulation S -K which requires that your non -GAAP p resentation
provide equal or greater prominence to the mostly directly comparable financial measure
calculated in accordance with GAAP.
Mr. Saul V. Reibstein
Penn National Gaming, Inc.
June 20, 2016
Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain th at 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 responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, 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 comments 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 Commissi on or any person under the federal securities laws of the United States.
You may contact Peter McPhun at 202-551-3581 or the undersigned at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
/s/ Robert F. Telewicz, Jr.
Robe rt F. Telewicz , Jr.
Branch Chief
Office of Real Estate and
Commodities