SEC Comment Letter for PENN Entertainment, Inc. (PENN) (CIK 0000921738) (PENN) — Aug 12, 2019
PENN Entertainment, Inc. (PENN) (CIK 0000921738)
Date: Aug. 12, 2019 · CIK: 0000921738 · Accession: 0000000000-19-012351
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-24206
Letter
August 12, 2019 William Fair Executive 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 the year ended December 31, 2018 Filed February 28, 2019 Form 10-Q for the quarter ended March 31, 2019 Filed May 8, 2019 File No. 000-24206 Dear Mr. Fair: We have reviewed your July 29, 2019 response to our comment letter and have the following comment. In 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 business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 22, 2019 letter. Form 10-Q for the quarterly period ended March 31, 2019 Non-GAAP Financial Measures, page 38 1.We have reviewed your response to comment 1. •We continue to be unclear how you determined it was appropriate to exclude rent expense, which is a normal, recurring cash operating expense necessary to operate your business, from Net Income to arrive at Adjusted EBITDAR. Please revise future filings to remove this adjustment from your reconciliation. Refer to Question 100.01 of our Compliance & Disclosure Interpretations for Non-GAAP Financial Measures. •It appears that your measure of Adjusted EBITDA, after Lease Payments reflects the entirety of your lease payments regardless of their characterization under ASC Topic
FirstName LastNameWilliam Fair Comapany NamePENN NATIONAL GAMING INC August 12, 2019 Page 2 FirstName LastName William Fair PENN NATIONAL GAMING INC August 12, 2019 Page 2 842 (i.e. operating, finance, etc). Please explain to us how you concluded the exclusion of this adjustment does not represent a tailored accounting principle. Refer to Question 100.04 of our Compliance & Disclosure Interpretations for Non-GAAP Financial Measures. You may contact Eric Mcphee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Real Estate and Commodities
Show Raw Text
August 12, 2019
William Fair
Executive 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 the year ended December 31, 2018
Filed February 28, 2019
Form 10-Q for the quarter ended March 31, 2019
Filed May 8, 2019
File No. 000-24206
Dear Mr. Fair:
We have reviewed your July 29, 2019 response to our comment letter and have the
following comment. In 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 business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
July 22, 2019 letter.
Form 10-Q for the quarterly period ended March 31, 2019
Non-GAAP Financial Measures, page 38
1.We have reviewed your response to comment 1.
•We continue to be unclear how you determined it was appropriate to exclude rent
expense, which is a normal, recurring cash operating expense necessary to operate
your business, from Net Income to arrive at Adjusted EBITDAR. Please revise future
filings to remove this adjustment from your reconciliation. Refer to Question 100.01
of our Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.
•It appears that your measure of Adjusted EBITDA, after Lease Payments reflects the
entirety of your lease payments regardless of their characterization under ASC Topic
FirstName LastNameWilliam Fair
Comapany NamePENN NATIONAL GAMING INC
August 12, 2019 Page 2
FirstName LastName
William Fair
PENN NATIONAL GAMING INC
August 12, 2019
Page 2
842 (i.e. operating, finance, etc). Please explain to us how you concluded the
exclusion of this adjustment does not represent a tailored accounting principle. Refer
to Question 100.04 of our Compliance & Disclosure Interpretations for Non-GAAP
Financial Measures.
You may contact Eric Mcphee at 202-551-3693 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities