XML 13 R1.htm IDEA: XBRL DOCUMENT v3.3.1.900
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2014
Feb. 18, 2015
Jun. 30, 2014
Document and Entity Information      
Entity Registrant Name PENN NATIONAL GAMING INC    
Entity Central Index Key 0000921738    
Document Type 10-K/A    
Document Period End Date Dec. 31, 2014    
Amendment Flag true    
Amendment Description In this Annual Report on Form 10-K/A ("Form 10-K/A"), the terms "we", "our", the "Company" and "Penn" refer to Penn National Gaming, Inc. and its subsidiaries, unless the context indicates otherwise. As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on October 22, 2015, the Company is restating its audited financial statements for the fiscal years ended December 31, 2014 and 2013 and its interim financial statements for the fiscal quarters ended December 31, 2013, March 31, 2014, June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015. The restatement is mainly related to the Company's accounting for its November 1, 2013 spin-off of gaming operating assets to Gaming and Leisure Properties, Inc. (GLPI) under the Master Lease Agreement (the "Master Lease" – see Note 3), which were previously recognized as a sale-leaseback. As explained in Note 2 to the consolidated financial statements included within this report, management has now concluded that the lease contains provisions that would indicate the Company has continuing involvement in the leased property and would therefore not meet the criteria to be accounted for as a sale-leaseback, resulting in the transaction now being accounted for as a financing obligation. The impact of accounting for the Master Lease as a financing obligation as opposed to an operating lease results in Penn failing to qualify for derecognition. This failure requires the reporting of additional assets for the real property of $2.04 billion and $2.01 billion at December 31, 2014 and 2013, respectively, that was spun-off and subsequently leased back from GLPI, as well as additional liabilities of $3.56 billion and $3.49 billion at December 31, 2014 and 2013, respectively, related to the discounted present value of the future minimum lease payments to GLPI for the assets at the spin-Off (which includes our two Ohio projects under development at that time). Consequently, Penn no longer reports rent expense for the Master Lease on their income statements, but rather records interest expense associated with the financing obligation and depreciation expense on the real estate assets, along with the reduction of the financing obligation. The lease payment amounts previously recorded as rent expense were $421.4 million and $69.5 million for the years ended December 31, 2014 and 2013, respectively. This resulted in increases to interest expense and depreciation expense of $379.2 million and $89.8 million for the year ended December 31, 2014 compared to $62.1 million and $14.8 million for the year ended December 31, 2013. Additionally, this accounting change resulted in adjustments to the carrying values of our reporting units as well as differences in the allocation of our GLPI rental obligation to such reporting units which impacted their fair values. This resulted in changes to the Company's previously recorded goodwill and gaming license impairment charges. Furthermore, it was determined that since the real estate contributed to GLPI did not qualify for derecognition, the contribution of the businesses of Hollywood Casino Perryville and Hollywood Casino Baton Rouge to GLPI are required to be presented as discontinued operations in Penn's financial statements. Penn also had previously accounted for the Company's relocation fees that totaled $150 million for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley as real estate pre-acquisition costs but upon reconsideration were reclassified as part of the cost of gaming licenses within other intangible assets. This resulted in a decrease to depreciation expense of $4.2 million for the year ended December 31, 2014. Finally, we reclassified the $240.2 million of cash contributed to GLPI in connection with the Spin-off from Investing Activities to Financing Activities in our 2013 Consolidated Statement of Cash Flows. We also recorded the tax effects of the items above as well as certain unrecorded audit differences that were previously determined to not be material. This Amendment No. 1 on Form 10-K/A ("Form 10-K/A") to our Annual Report on Form 10-K for the annual period ended December 31, 2014, initially filed with the Securities and Exchange Commission (the "SEC") on February 27, 2015 (the "Original Filing"), is being filed to reflect the restatement of (i) the Company's consolidated balance sheets at December 31, 2014 and 2013 and (ii) the Company's consolidated statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2014 and 2013, and the notes related thereto. For a more detailed description of these restatements see Note 2 to the accompanying consolidated financial statements in this Form 10-K/A. Notably, the adjustments in the Restatement will have no future impact on the following indicators of the Company's performance: • the Company's cash position; • the Company's cash flows; • the Company's leverage ratios under its senior credit facility and other debt instruments (as the terms of those obligations require the Master Lease to be treated as an operating lease regardless of the treatment required under GAAP); • the Company's revenues; or • the Company's lease payments or other obligations under the Master Lease. For the convenience of the reader, this Form 10-K/A sets forth the Original Filing in its entirety. However, this Form 10-K/A only amends and restates Items 6, 7, 8 and 9A of Part II and Item 15 of Part IV of the Original Filing, in each case, as a result of, and to reflect the restatement. No other information in the Original Filing is amended. In addition, pursuant to the rules of the SEC, Item 15 of Part IV of the Original Filing has been amended to contain the currently-dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications of our Chief Executive Officer and Chief Financial Officer are attached to this Form 10-K/A as Exhibits 31.1, 32.1, 31.2 and 32.2, respectively.For a more detailed description of these restatements see Note 2 to the accompanying consolidated financial statements in this Form 10-K/A.    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Large Accelerated Filer    
Entity Public Float     $ 867
Entity Common Stock, Shares Outstanding   79,673,593  
Document Fiscal Year Focus 2014    
Document Fiscal Period Focus FY