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Casinos Near Pass Christian, Mississippi | USA Today
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Louis MS: review, photos, discount room reservations.
Opened in 1992 as Casino Magic, the resort emerged in 2006 from post-Katrina renovations as Hollywood Casino.
The resort is situated on 600 acres of secluded, wooded, bay-front land.
The property's amenities include a casino, a hotel, four restaurants, an rv park, and an on-site award winning golf course.
Hollywood's setting and amenities contribute to a relaxed and intimate environment perfect for vacationers, golfers, families, and seniors.
Location: Bay St Louis, Mississippi Bay St Louis is a seaside town about 30 miles west of Biloxi, so it is a bit remote from most of the other resorts.
It is also just 40 miles east of New Orleans, making it one of the closest of the Mississippi Gulf coast casinos to the Crescent City.
The property is a bit off the beaten path but it is easy to find thanks to prominent signage along Beach Blvd US-90which leads you off onto a side road past a school and some handsome residences, and then onto the resort's 600 acres of wooded land on the Bay of St Louis.
The natural setting you encounter driving onto the resort and past the quaint wooden golf-cart bridges is pleasant and relaxing.
The centerpiece of Hollywood Bay St Louis is the casino and adjoining hotel tower.
Here you will find most of the resort's attractions including the restaurants, a swimming pool and sun deck, gift shop, entertainment entertainment at hollywood casino bay st louis, and meeting space.
The rv park is located across the parking entertainment at hollywood casino bay st louis from the main building, with the golf course spread throughout much of the rest of the land.
Ownership Hollywood is owned by Penn National Gaming, Inc.
Lodging Hollywood Bay St Louis The hotel was built in 2002 and it has 290 rooms.
The 14-story tower is located adjacent to the casino and includes such amenities as an outdoor swimming pool with sundeck, nice views of the bay and countryside, free high-speed internet in every room, plus meeting and banquet space.
Our impression: The read article was attractive and its newness was quite evident.
It was equipped with a coffee maker, hair dryer, ironing equipment, cable with pay per view movies and games, free Wi-Fi, and a fine assortment of shampoos and lotions.
It is not ultra-high end, but the rooms are quite nice, check this out, and very comfortable.
We have also found it to be very reasonably priced.
Hollywood RV Park - over 100 concrete pads with full hook-up including cable television and wireless internet, a pavilion, bathhouse, and 24-hour security.
Discount Gulf Coast hotel reservations.
Hollywood Casino Bay St Louis, Miss.
Hotel Room Photos Gambling at Hollywood Casino Bay St Louis There are over 1200 machines including the latest slots and video poker including bartop games.
Table games include black jack, roulette, craps, Pai Gow, Texas Hold'em Bonus, and Three Card Poker.
There is also a 6 table poker room with tournaments scheduled most days.
The casino is decorated in a glitzy theme with some movie memorabilia.
Club Hollywood Join the player club to earn cash benefits, comps, and partake in special promotions.
Dining Hollywood Bay St Louis Hollywood Casino Bay St Louis features four restaurants including an all-you-can-eat buffet.
The Epic Buffet Serves breakfast, lunch, and dinner daily, entertainment at hollywood casino bay st louis Sunday Brunch.
Bogart's Steakhouse - Specializes in steaks and Gulf seafood.
The Bridges Entertainment at hollywood casino bay st louis Grill - If you are playing golf, or just want to take a click at this page, this grill features casual, affordable breakfast and lunch fare such as appetizers, soups, burgers, and sandwiches overlooking the 18th green.
Jackpot Java is located in the casino lobby.
They feature pastries, drinks, salads, sandwiches, and hot dogs at a walk-up counter.
Entertainment, Recreation, Relaxation, Etc.
Headliners The resort frequently hosts concerts and shows by big name stars.
See our for upcomings acts.
Shaker's Martini Bar - Open daily, serving celebrity martinis.
Stage Bar Entertainment at hollywood casino bay st louis free live entertainment on Friday and Saturday nights.
Golf - Hollywood Casino BSL is the only Gulf Coast casino resort with a golf course on-site.
The Bridges is an Arnold Palmer designed, 160 acre, 18 hole par 72 course with 21 wooden bridges and 17 lakes among lush wetlands and woods.
The facilities also include a clubhouse with a retail shop, bar and grill, plus an extensive practice facility.
A variety of hotel and golf packages are available.
Swimming Pool There is an outdoor pool and sundeck located next to the hotel with a cabana bar.
Parking - Patrons will find ample free outdoor parking and valet.
Hollywood Bay St Louis hotel reservations.
Hollywood Casino Bay St Louis Golf Course More Mississippi Gulf Coast casinos:,.
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Resort Hollywood Casino - Bay Saint Louis 4 stars Great for two travellers.
Lock in a great price for Hollywood Casino - Bay Saint Louis - rated 8 by recent guests.
Enter dates to get started.
Lock in a great price for Hollywood Casino - Bay Saint Louis - rated 8 by recent guests.
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The hotel was very clean, very friendly and helpful staff.
We had a king size room, it was perfect size.
The bed and pillows were very comfortable.
The food was good an excellent pool.
The room was gd an comfortable.
Easy access to the pool an casino.
The staff was very nice.
Valet was gd also.
Walk way cover was gd enough to cover us when it rain.
My room and it's view.
We stayed in room number 901.
Which is also my birthday.
The water color is just so brown.
Was scared at first to wash up or shower.
Now I knew not to drink any of it.
Maybe it is just an gulf coast thing.
We had a king size room, it was perfect size.
The bed and pillows were very comfortable.
The room was gd an comfortable.
Easy access to the entertainment at hollywood casino bay st louis an casino.
The staff was very nice.
Valet was gd also.
Walk way cover was gd enough to cover us when it.
We stayed in room number 901.
Which is also my birthday.
The water color is just so brown.
Was scared at first to wash up or shower.
Now I knew not to drink any of it.
The Bay Saint Louis Beach is 6.
A flat-screen cable TV is included in each air-conditioned room.
A coffee machine is provided in each Hollywood Casino room as well as an en suite bathroom with a hairdryer.
A fitness centre is offered at Hollywood Casino - Bay Saint Louis.
A business centre and meeting facilities are available as well as a gift shop and golf shop.
The resort has 3 restaurants, including a buffet, steakhouse, and a 24-hour pizza and burger grill.
Hollywood Bakery offers a variety of desserts made fresh daily.
Buccaneer State Park is 16 km from the Bay Saint Louis resort.
Couples particularly like the location � they rated it 8.
We speak your language!
hiring casino in makati Casino - Bay Saint Louis has been welcoming Booking.
Lock in a great price for your upcoming stay Get instant confirmation with FREE cancellation at most properties on our site!
Free public parking is possible on site reservation is needed.
Your thoughts help us figure out what kind of information we should be asking properties for.
See availability House rules Hollywood Casino - Bay Saint Louis takes special requests - add in the next step!
Please and check the conditions of your required room.
Refundable damage deposit A damage deposit of USD100 is required upon arrival.
This deposit is fully refundable 7 days after check-out as long as there has been no damage to the property.
Children of any age are welcome.
To see correct prices and occupancy information, please add the number of children in your group and their ages to your search.
Supplements are not calculated automatically in the total costs and will have to be paid for separately during your stay.
The maximum number of extra beds and cots allowed is dependent on the room you choose.
Please check your selected room for the maximum capacity.
All cots and extra beds are subject to availability.
Cards accepted at this property Https://allo-hebergeur.com/casino/maybury-casino-darts.html Casino - Bay Saint Louis accepts these cards and reserves the right to temporarily hold an amount prior to arrival.
Hollywood Casino - Bay Saint Louis accepts these cards and reserves the right to temporarily hold an amount prior to arrival.
Please note that a USD 100 credit card deposit is required at check in.
Guests are given a maximum of 4 wristbands per stay.
The included wristbands are complimentary, and the property does not offer the option to purchase additional bracelets Guests are required to show a photo identification and credit card upon check-in.
Please note that all Special Requests are subject to availability and additional charges may apply.
A damage deposit of USD 100 is required on arrival.
This will be collected by credit card.
You should be reimbursed within 7 days of check-out.
Your deposit will be refunded in full via credit card, subject to an inspection of the property.
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Do you have handicap accessible rooms with 2 queen beds non smoking?
All of our handicap accessible rooms have 1 King size bed.
We have non smoking and smoking rooms available.
The handicap accessible rooms have two types of restrooms to choose from, a tub with grab bars entertainment at hollywood casino bay st louis a roll in shower.
If a specific one is needed please let us know as soon as possible.
None of our rooms have microwaves.
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Respect the privacy of others.
We had a king size room, it was perfect size.
The bed and pillows were very comfortable.
The room was gd an comfortable.
Easy access to the pool an casino.
The staff was very nice.
Valet was gd also.
Walk way cover was gd enough to cover us when it rain.
We stayed in room number 901.
Which is also my birthday.
The water color is just so brown.
Was scared at first to wash up or shower.
Now I knew not to drink any of it.
Maybe it is just an gulf coast thing.
The exchange rate is subject to fluctuations.
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Casino Locations | Hollywood Casino
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Casino Locations | Hollywood Casino
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John Anderson "Mississippi Moon" Hollywood Casino Bay St. Louis, MS September 3, 2017

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Casino Locations | Hollywood Casino
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Hollywood � Mississippi - Casino Junket Club
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Hollywood Casino Bay St.

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? ? Subtotal 10,425 290 ? Argosy Casino Sioux City Sioux City, IA Dockside gaming 20,500 719 16 ? limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ? ? the impact of our geographic diversification; ? the outcome and financial impact of the litigation in which we are or will be periodically involved; ? Subtotal 257,565 6,899 137 1,043 Other Owned Properties: Bullwhackers Black Hawk, CO Land-based gaming 10,425 290 ? Valley Race Park 4 Harlingen, TX Greyhound racing ? In July 2011, we entered into a new interim agreement with the OLGC for the operation of the Casino Rama facility through March 31, 2012, which was subsequently extended in January 2012 for an additional six months through September 30, 2012.
Critical Accounting Estimates We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our consolidated financial statements.
The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change.
We have identified the accounting for long-lived assets, goodwill and other intangible assets, income taxes and litigation, claims and assessments as critical accounting estimates, as they are the most important to our financial statement presentation and require difficult, subjective and complex judgments.
We believe the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate.
However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations and, in certain situations, could have a material adverse effect on our financial condition.
The development and selection of the critical accounting estimates, and the related disclosures, have been reviewed with the Audit Committee of our Board of Directors.
We depreciate property and equipment on a straight-line basis over their estimated useful lives.
The estimated useful lives are determined based on the nature of the assets as well as our current operating strategy.
We review the carrying value of our property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition.
The factors considered by us in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors.
In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the individual property level.
In assessing the recoverability of the carrying value of property and equipment, we must make assumptions regarding future cash flows and other factors.
If these estimates or the related assumptions change in the future, we may be required to record an impairment loss for these assets.
Such an impairment loss would be recognized as a non-cash component of operating income.
Two issues arise with respect to these assets that require significant management estimates and judgment: i the valuation in connection with the initial purchase price allocation; and ii the ongoing evaluation for impairment.
In connection with our acquisitions, valuations are completed to determine the allocation of the purchase prices.
The factors considered in the valuations include data gathered as a result of our due diligence in connection with the acquisitions, projections for future operations, and data obtained from third- party valuation specialists as deemed appropriate.
Goodwill is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the reporting units to their carrying amount.
If the carrying amount of a reporting unit exceeds its fair value in step 1 of the impairment test, then step 2 of the impairment test is performed to determine the implied value of goodwill for that reporting unit.
If the implied value of goodwill is less than the goodwill allocated for that reporting unit, an impairment loss is recognized.
In accordance with Financial Accounting Standards Board "FASB" ASC 350, "Intangibles-Goodwill and Other," the Company considers its gaming licenses, racing permits and the majority of its trademark intangible assets as indefinite-life intangible assets that do not require amortization based on our future expectations to operate our gaming facilities indefinitely as well as our historical experience in renewing these intangible assets at minimal cost with various state gaming and racing commissions.
Rather, these intangible assets are tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded assets to their carrying amount.
If the carrying amounts of the indefinite-life intangible assets exceed their fair value, an impairment loss is recognized.
The evaluation of goodwill and indefinite-life intangible assets requires the use of estimates about future operating results of each reporting unit to determine their estimated fair value.
We use a market approach model, which includes the use of forecasted adjusted EBITDA earnings before interest, taxes, charges for stock compensation, depreciation and amortization, gain or loss on disposal of assets, and certain other income and expenses, and inclusive of loss from unconsolidated affiliates and adjusted EBITDA multiples, as we believe that adjusted EBITDA is a widely-used measure of performance in the gaming industry and as we use adjusted EBITDA as the primary measurement of the operating performance of our properties including the evaluation of operating personnel.
In addition, we believe that an adjusted EBITDA multiple is the principal basis for the valuation of gaming companies.
Changes in the estimated adjusted EBITDA multiples or forecasted operations can materially affect these estimates.
Forecasted adjusted EBITDA levels based on our annual operating plan as determined in the fourth quarter can be significantly impacted by the local economy in which our reporting units operate.
In addition, the impact of new legislation which approves gaming in nearby jurisdictions or further expands gaming in jurisdictions where our reporting units currently operate can result in opportunities for us to expand its operations.
However, it also has the impact of increasing competition for our established properties which generally will have a negative effect on those locations' profitability once competitors become established as a certain level of cannibalization occurs absent an overall increase in customer visitations.
Lastly, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted adjusted EBITDA.
The adjusted EBITDA multiple utilized by us in our goodwill impairment valuation methodology is determined based on our current enterprise value, increased for a control premium.
The control 40 premium assumption is based on acquisitions of precedent transactions of comparable businesses.
In evaluating the estimates derived by the market based approach, management assesses the relevance and reliability of the multiples by considering factors unique to its reporting units, including recent operating results, business plans, economic projections, anticipated future cash flows, and other market data.
These considerations can lead the Company to modify its individual reporting units adjusted EBITDA multiple.
EBITDA multiples can be significantly impacted by various factors, such as a company's present and future cost of capital, the future growth opportunities for the industry as well as for the company itself, general market sentiment, investors' perceptions of senior management's effectiveness at deploying capital and managing overall operations, as well as pending or recently completed merger transactions.
Assumptions and estimates about future adjusted EBITDA levels and multiples by individual reporting units are complex and subjective.
They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry and economic trends, and internal factors, such as changes in our business strategy, which may reallocate capital and resources to different or new opportunities which management believes will enhance our overall value but may be to the detriment of an individual reporting unit.
As of the Company's most recent impairment analysis test performed on October 1, 2011, we applied an estimated adjusted EBITDA multiple ranging between 5.
For 2011, one reporting unit had a fair value in excess of its carrying value by 2%.
All of our other reporting units with significant amounts of goodwill and other indefinite-life intangible assets had fair values that were significantly in excess of their carrying value.
However, we do not believe that the margin by which our reporting units' fair value exceeds their carrying value is the only predictor of the likelihood of future impairment charges or the potential magnitude of such charges.
This is because the revenue and earning streams in our industry can vary significantly based on various circumstances, which in many cases are outside of the Company's control, and as such are extremely difficult to predict and quantify.
We have disclosed several of these circumstances in the "Risk Factors" section of this Annual Report on Form 10-K.
For instance, changes in legislation that approves gaming in nearby jurisdictions which was the primarily reason for our impairment charges recorded in 2010 and 2009 , further expands gaming in jurisdictions where we currently operate, new state legislation that requires the implementation of smoking bans at our casinos or any other events outside of our control that make the customer experience less desirable can result in sudden, dramatic and in some cases permanent declines in customer visitations.
As such, we believe at this time all of our reporting units are at risk of goodwill impairment charges in future periods regardless of the margin by which the current fair value of our reporting unit exceeds its carrying value and that such margin cannot and should not be relied upon to predict which properties are most at risk for future impairment charges.
Once an impairment of goodwill or other indefinite-life intangible assets has been recorded, it cannot be reversed.
Because our goodwill and indefinite-life intangible assets are not amortized, there may be volatility in reported income because impairment losses, if any, are likely to occur irregularly and in varying amounts.
Intangible assets that have a definite-life are amortized on a straight-line basis over their estimated useful lives or related service contract.
We review the carrying value of our 41 intangible assets that have a definite-life for possible impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable.
If the carrying amount of the intangible assets that have a definite-life exceed their fair value, an impairment loss is recognized.
We account for income taxes in accordance with ASC 740, "Income Taxes" "ASC 740".
Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized.
ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The realizability of the deferred tax assets is evaluated quarterly by assessing the valuation allowance and by adjusting the amount of the allowance, if necessary.
The factors used to assess the likelihood of realization are the forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets.
We have used tax-planning strategies to realize or renew net deferred tax assets in order to avoid the potential loss of future tax benefits.
ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise's financial statements.
It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.
We operate within multiple taxing jurisdictions and are subject to audit in each jurisdiction.
These audits can involve complex issues that may require an extended period of time to resolve.
In our opinion, adequate provisions for income taxes have been made for all periods.
Litigation, claims and assessments We utilize estimates for litigation, claims and assessments.
These estimates are based on our knowledge and experience regarding current and past events, as well as assumptions about future events.
If our assessment of such a matter should change, we may have to change the estimate, which may have an adverse effect on our results of operations.
Actual results could differ from these estimates.
? our expectations for the continued availability and cost of capital.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, they are inherently subject to risks, uncertainties and assumptions about our subsidiaries and us, and accordingly, our forward-looking statements are qualified in their entirety by reference to the factors described below and in the information incorporated by reference herein.
All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this document.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur.
BUSINESS Overview We are a leading, diversified, multi-jurisdictional owner and manager of gaming and pari-mutuel properties.
The Company was incorporated in Pennsylvania in 1982 as PNRC Corp.
In 1997, we began our transition from a pari-mutuel company to a diversified gaming company with the acquisition of the Charles Town property and the introduction of video lottery terminals in West Virginia.
Since 1997, we have continued to expand our gaming operations through strategic acquisitions including the acquisitions of Hollywood Casino Bay St.
Louis and Boomtown Biloxi, CRC Holdings, Inc.
Most recently, we, along with our joint venture partner, opened Hollywood Casino at Kansas Speedway on February 3, 2012, and we anticipate opening our facilities in Columbus and Toledo, Ohio in 2012.
As of December 31, 2011, we owned, managed, or had ownership interests in twenty-five facilities in the following eighteen jurisdictions: Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario.
We believe that our portfolio of assets provides us with a diversified cash flow from operations.
We 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 the development of new gaming properties, particularly in attractive regional markets.
Current capital projects are ongoing at several of our new and existing properties, including our facilities under construction in Ohio.
In this Annual Report on Form 10-K, the terms "we," "us," "our," the "Company" and "Penn National" refer to Penn National Gaming, Inc.
Louis, MS Land-based gaming 57,000 1,167 22 291 Argosy Casino Riverside Riverside, MO Dockside gaming 56,400 1,724 33 258 Hollywood Casino Tunica 2 Tunica, MS Dockside gaming 44,000 1,076 25 494 Boomtown Biloxi Biloxi, MS Dockside gaming 51,665 1,093 18 ? ? ? ? ? our expectations of future results of operations or financial condition; ? ? our ability to maintain regulatory approvals for our existing businesses and to receive regulatory approvals for our new businesses; and ? increase our vulnerability to general adverse economic and industry conditions; ? On May 1, 2011, Hollywood Casino Tunica was forced to close as a result of flooding by the Mississippi River.
Due to the flooding, access to the property was temporarily cut-off and the property sustained minor damage.
The property reopened on May 25, 2011.
? ? Sam Houston Race Park 4 Houston, TX Thoroughbred racing ? Beulah Park Grove City, OH Thoroughbred racing ? The continued demand for, and our emphasis on, slot wagering entertainment at our properties.
? On July 18, 2011, the tenth licensed casino in Illinois opened in the city of Des Plaines.
This facility is a new source of competition for Hollywood Casino Aurora and Hollywood Casino Joliet and has had a negative impact on these properties' financial results.
However, the 3% surcharge Hollywood Casino Aurora and Hollywood Casino Joliet paid to subsidize local horse racing interests is no longer required with the opening of the Des Plaines facility.
Kansas Entertainment began construction of the facility in the second quarter of 2010 and the facility opened on February 3, 2012.
We, along with our partner in Kansas Entertainment, International Speedway, shared equally in the cost of developing and constructing the facility.
The agreement between our gaming operator subsidiary in Iowa, Belle of Sioux City, L.
The Belle is in the process of negotiating with MRHD to transition its current barge-based facility to a new land-based facility and to enter into a new long-term agreement with MRHD.
If a new agreement cannot be reached, MRHD has indicated that it may issue a request for proposals for alternative operators for a new land-based facility and has preemptively filed a lawsuit seeking to establish its right to do so.
Accordingly, at this time, there can be no assurance that the Belle will be able to reach an agreement with MRHD or, absent such agreement, that it will be able to partner with an alternative charitable sponsor.
In the event that both MRHD and the Belle find alternative partners, it is unclear whether the Iowa Gaming and Racing Commission would issue a gaming license to one or both such groups.
Further, the Belle's ability to continue its operations may also be impacted by its ability to renew or extend its existing docking lease, which expires in January 2013, or to locate a suitable site to construct a land-based facility.
? Mark One y ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 d OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 d OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-24206 Penn National Gaming, Inc.
Exact name of registrant as specified in its charter Pennsylvania State or other jurisdiction of Incorporation or Organization 23-2234473 I.
Yes y No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 d of the Act.
Yes o No y Indicate by check mark whether the registrant 1 has filed all reports to be filed by Section 13 or 15 d of the Securities Exchange Act of 1934 during the preceding 12 months or for such shorter period that the registrant was required to file such reportsand 2 has been subject to such filing requirements for the past 90 days.
Yes y No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months or for such shorter period that the registrant was required to submit and post such files.
Yes y No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act: Large accelerated filer y Accelerated filer o Non-accelerated filer o Do not check if a smaller reporting company Smaller reporting company o Indicate by a check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Such aggregate market value was computed by reference to the closing price of the Common Stock as reported on the NASDAQ Global Select Market on June 30, 2011.
For purposes of making this calculation only, the registrant has defined affiliates as including all directors, executive officers and beneficial owners of more than ten percent of the Common Stock of the Company.
The number of shares of the registrant's Common Stock outstanding as of February 15, 2012 was 76,291,210.
DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement for its 2012 annual meeting of shareholders are incorporated by reference into Part III.
Page i IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS This document includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements are included throughout the document, including the section entitled "Risk Factors," and relate to our business strategy, our prospects and our financial position.
These statements can be identified by the use of forward-looking terminology such as "believes," "estimates," "expects," "intends," "may," "will," "should" or "anticipates" or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties.
Specifically, forward-looking statements may include, among others, statements concerning: ? the actions of regulatory, legislative, executive or judicial decisions at the federal, state or local level with regard to our business and the impact of any such actions; ? ? ? The successful execution of the development and construction activities currently underway at a number of our facilities, as well as the risks associated with the costs, regulatory approval and the timing for these activities.
? ? ? result in an event of default if we fail to satisfy our obligations under our debt or fail to comply with the financial and other restrictive covenants contained in our debt instruments, which event of default entertainment at hollywood casino bay st louis result in all of our debt becoming immediately due and payable and could permit certain of our lenders to foreclose on our assets securing such debt.
In addition, we may incur substantial additional indebtedness in the future, including to fund acquisitions.
The terms of our existing indebtedness do not, and any future debt may not, fully prohibit us from doing so.
If new debt is added to our current debt levels, the related risks that we now face could intensify.
Volatility and disruption of the capital and credit markets and adverse changes in the global economy may negatively impact our revenues and our ability to access favorable financing terms.
While we intend to finance expansion and renovation projects with existing cash, cash flow from operations and borrowing under our senior secured credit facility, we may require additional financing to support our continued growth.
However, depending on then current economic conditions, our access to capital may not be available on terms acceptable to us or at all.
Further, if adverse regional and national economic conditions persist or worsen, we could experience decreased revenues from our operations attributable to decreases in consumer spending levels and could fail to satisfy the financial and other restrictive covenants to which we are subject under our existing indebtedness.
Finally, our borrowing costs under our senior secured credit facility are tied to LIBOR.
We currently have no hedges in place to mitigate the impact of higher LIBOR rates and as such significant increases in LIBOR could have a negative impact on our results of operations.
The availability and cost of financing could have an adverse effect on business.
We intend to finance some of our current and future expansion and renovation projects primarily with cash flow from operations, borrowings under our current senior secured credit facility and equity or debt financings.
Depending on the state of the credit markets, if we are unable to finance our current or future expansion club live, we could have to adopt one or more alternatives, such as reducing or delaying planned expansion, development and renovation projects as well as capital expenditures, selling assets, restructuring debt, obtaining additional equity financing or joint venture partners, or modifying our senior secured credit facility.
Depending on credit market conditions, these sources of funds may not be sufficient to finance our expansion, and other financing may not be available on acceptable terms, in a timely manner or at all.
In addition, our existing indebtedness contains certain restrictions on our ability to incur additional indebtedness.
If we are unable to secure additional financing, we could be forced to limit or suspend expansion, acquisitions, development and renovation projects, which may adversely affect our business, financial condition and results of operations.
If a large percentage of our lenders were to file for bankruptcy or otherwise default on their obligations to us, we could experience decreased levels of liquidity which could have a detrimental impact on our operations, including being able to fund our current project pipeline.
There is no certainty that our lenders will continue to remain solvent or fund their respective obligations under our senior entertainment at hollywood casino bay st louis credit facility.
Our indebtedness imposes restrictive covenants on us.
Our senior secured credit facility requires us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests, including fixed charge coverage, interest coverage, senior leverage and total leverage ratios.
A failure to comply with these restrictions could lead to an event of default thereunder which could result in an acceleration of such indebtedness.
Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our senior secured credit facility will be adequate to meet our future liquidity needs for the next year.
We cannot assure you, however, that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our senior secured credit facility in amounts sufficient to enable us to fund our liquidity needs, including with respect to our indebtedness.
As we are required to satisfy amortization requirements under our senior secured credit facility or as other debt matures, we may also need to raise funds to refinance all or a portion of our debt.
We cannot assure you that we will be able to refinance any of our debt, including our senior secured credit facility, on attractive terms, commercially reasonable terms or at all.
Our future operating performance and our ability to service or refinance the notes, extend or refinance our debt, including our senior secured credit facility, will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.
The price of our Common Stock may fluctuate significantly.
Our stock price may fluctuate in response to a number of events and factors, such as variations in operating results, actions by various regulatory agencies and legislatures, litigation, operating competition, market perceptions, progress with respect to potential acquisitions, changes in financial estimates and recommendations by securities analysts, the actions of rating agencies, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.
UNRESOLVED STAFF COMMENTS None.
PROPERTIES The following describes our principal real estate properties by segment: Midwest Hollywood Casino Lawrenceburg.
We own the Hollywood casino riverboat.
We own and lease 52 acres in Lawrenceburg, Indiana, a portion of which serves as the dockside embarkation for the gaming vessel, and includes an entertainment pavilion, a 295-room hotel, two parking garages and an adjacent surface lot.
In addition, we own a 52-acre parcel on Route 50 which we use for remote parking.
The City of Lawrenceburg is currently designing a check this out to be built by the City https://allo-hebergeur.com/casino/ni-no-kuni-easy-money-casino.html Lawrenceburg near our Hollywood Casino Lawrenceburg property.
By contractual agreement reached with the City of Lawrenceburg, the project will ultimately be owned and operated by a subsidiary of the Company upon completion of construction.
Currently slated to include 180 rooms and approximately 18,000 square feet of multipurpose space, the City of Lawrenceburg anticipates an opening date in the third quarter of 2013.
We own a dockside barge structure and land-based pavilion in Aurora, Illinois.
We own the land, which is approximately 17,000 square https://allo-hebergeur.com/casino/nye-casinoer-i-danmark.html, on which the pavilion is located and article source pedestrian walkway bridge.
The property also includes a parking lot under an operating lease agreement and two parking garages under capital lease agreements.
We own approximately 276 acres in Joliet, Illinois, which includes a barge-based casino, a 100-room hotel, and a 1,100 space parking garage.
The Alton Belle II is a riverboat casino, which we own.
We lease a 2.
The dockside facility includes an entertainment pavilion and office space.
In addition, we lease a warehouse facility and own an office building.
We do not own any of the land located at or near the casino or Casino Rama's facilities and equipment.
The Entertainment at hollywood casino bay st louis Lottery and Gaming Corporation has a long-term ground lease with an affiliate of the Rama First Nation, for the land on which Casino Rama is situated.
Under the Agreement, CHC Casinos Canada Limited and CRC Holdings, Inc.
The Casino Rama facilities are located on approximately 57 acres.
We currently own approximately 123 acres of land in Columbus, Ohio, where we have begun construction of Hollywood Casino Columbus.
We own a 44-acre site in Toledo, Ohio, where we have begun construction of Hollywood Casino Toledo.
We own 315 acres on various parcels in Charles Town and Ranson, West Virginia of which 155 acres comprise Hollywood Casino at Charles Town Races.
Hollywood Casino at Penn National Race Course.
We own approximately 625 acres in Grantville, Pennsylvania, where Penn National Race Course is located on 225 acres.
The property also includes approximately 400 acres surrounding the Penn National Race Course that are available for future expansion or development.
We own the M Resort, which is situated on over 90 acres on the southeast corner of Las Vegas Boulevard and St.
Rose Parkway, in Henderson, Nevada.
The M Resort property includes a 390-room hotel, 4,700 space parking, and other land-based facilities.
We own approximately 36 acres of land in Perryville, Maryland, where we opened Hollywood Casino Perryville to the public on September 27, 2010.
Hollywood Slots Hotel and Raceway.
We lease the land on which the Hollywood Slots Hotel and Raceway facility is located in Bangor, Maine, which consists of just over 9 acres, and includes a 152-room hotel and four-story parking.
In addition, we lease approximately 26 acres located at historic Bass Park, which is adjacent to the facility, which includes a one-half mile track and a grandstand with over 12,000 square feet and seating for 3,500 patrons.
Our casino adjoins the racetrack and is located on an approximately 320-acre site that we own in Hobbs, New Mexico.
We own approximately 614 acres in the city of Bay St.
Louis, Mississippi, including a 17-acre marina.
The property includes a land-based casino, an 18-hole golf course, a 291-room hotel, and other land-based facilities, all of which we own.
We lease approximately 70 acres of land in Tunica, Mississippi.
The property includes a single-level casino, a 494-room hotel, and other land-based facilities, which we own.
We lease approximately 13 acres, most of which is utilized for the gaming location, under a lease that expires in 2093.
We also lease approximately 5 acres of submerged tidelands at the casino site from the State of Mississippi.
We own the barge on which the casino is located and all of the land-based facilities.
Hollywood Casino Baton Rouge.
Hollywood Casino Baton Rouge is a four-story riverboat casino, which we own.
We own a 17.
The property site serves as the dockside embarkation for Hollywood Casino Baton Rouge and features a two-story building.
We also own 5.
In December 2007, we agreed to acquire 3.
Construction on the underpass started in June 2009 and was completed in March 2011.
The underpass provides unimpeded access to the casino property and to property owned by the seller for future development.
Argosy Casino Sioux City.
We have a lease in Sioux City, Iowa, for the landing rights, which includes the dockside embarkation for the Argosy IV, a riverboat casino.
We own the Argosy IV as well as adjacent barge facilities.
Our Bullwhackers casino is located on a 3.
We own approximately 92 acres in Toledo, Ohio, where Raceway Park is located.
We own approximately 210 acres in Grove City, Ohio, just outside of Columbus, Ohio.
The property includes a thoroughbred racing facility, a grandstand, outdoor paddock and a clubhouse building.
Rosecroft Raceway is situated on approximately 125 acres, which we own.
We own approximately 26 acres in Longwood, Florida where Sanford-Orlando Kennel Club is located.
Through our joint venture in Pennwood, we own a see more site in Freehold, New Jersey, where Freehold Raceway is located.
The property features a half-mile standardbred race 26 track and a grandstand.
In addition, through our joint venture in Pennwood, we own a 10-acre site in Cherry Hill, New Jersey, which is currently undeveloped.
Sam Houston Race Park and Valley Race Park.
Through our joint venture with MAXXAM, we own 323 acres at Sam Houston Race Park and 80 acres at Valley Race Park.
Valley Race Park includes a 91,000 square foot dog racing and simulcasting facility.
The following is a list of our four OTWs, which are leased, and their locations: Location Approx.
We lease 45,917 square feet of executive office and warehouse space for buildings in Wyomissing, Pennsylvania from affiliates of Peter M.
Carlino, our Chairman and Chief Executive Officer.
We believe the lease terms for the executive office and warehouse to be no less favorable than such lease terms that could have been obtained from unaffiliated third parties.
LEGAL PROCEEDINGS We are subject to various go here and administrative proceedings relating to personal injuries, employment matters, commercial transactions and other matters arising in the normal course of business.
We do not believe that the final outcome of these matters will have a material adverse effect on our consolidated financial position or results of operations.
In addition, we maintain what we believe is adequate insurance coverage to further mitigate the risks of such proceedings.
However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact our consolidated financial condition or results of operations.
Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.
The following proceedings could result mapquest casino arizona costs, settlements, damages, or rulings that materially impact our consolidated financial condition or operating results.
The Illinois Legislature passed into law House Bill 1918, effective May 26, 2006, which singled out four of the nine Illinois casinos, including the Company's Hollywood Casino Joliet and Hollywood Casino Aurora, for a 3% surcharge to subsidize local horse racing interests.
On May 30, 2006, Hollywood Casino Joliet and Hollywood Casino Aurora joined with the two other riverboats affected by the law, Harrah's Joliet and the Grand Victoria Casino in Entertainment at hollywood casino bay st louis collectively, the "Four Casinos"and filed suit in the Circuit Court of the Twelfth Judicial District in Will County, Illinois the "Court"asking the Court to declare the law unconstitutional.
Hollywood Casino Joliet and Hollywood Casino Aurora began paying the 3% surcharge into a protest fund which accrued interest during the pendency of the lawsuit.
In https://allo-hebergeur.com/casino/casinos-close-to-vacaville-ca.html orders dated March 29, 2007 and April 20, 2007, the Court declared the law unconstitutional under the Uniformity Clause of the Illinois Constitution and enjoined the collection of this surcharge.
The State of Illinois requested, and was granted, a stay of this ruling.
As a result, 27 Hollywood Casino Joliet and Hollywood Casino Aurora continued paying the 3% surcharge into the protest fund until May 25, 2008, when the 3% surcharge expired.
The State of Illinois appealed the ruling to the Illinois Supreme Court.
On June 5, 2008, the Illinois Supreme Court reversed the trial court's ruling and issued a decision upholding the constitutionality of the 3% surcharge.
On January 21, 2009, the Four Casinos filed a petition for certiorari, requesting the U.
Supreme Court to hear the case.
Seven amicus curiae briefs supporting the plaintiffs' request were also filed.
On June 8, 2009, the U.
Supreme Court decided not to hear the case.
On June 10, 2009, the Four Casinos filed a petition with the Court to open the judgment based on new evidence that came to light during the investigation of former Illinois Governor Rod Blagojevich that the 2006 law was procured by corruption.
On August 17, 2009, the Court dismissed the Four Casinos' petition to reopen the case, and the Four Casinos decided not to pursue an appeal of the dismissal.
On December 15, 2008, former Illinois Governor Rod Blagojevich signed Public Act No.
On January 8, 2009, the Four Casinos filed suit in the Court, asking it to declare the law unconstitutional.
The 3% surcharge being paid pursuant to Public Act No.
The defendants filed a motion to dismiss, which was granted on August 17, 2009.
The Four Casinos appealed the dismissal and filed motions to keep the payments in the protest fund while the appeal is being litigated.
The motion to keep the monies in the protest fund was denied and the funds were released to the racetracks.
On January 27, 2011, the Illinois appellate court affirmed the trial court's dismissal of this case.
Hollywood Casino Joliet and Hollywood Casino Aurora asked the Illinois Supreme Court to hear an appeal of this dismissal and this request was denied.
The monies paid into the protest fund have been transferred by the State of Illinois to the racetracks.
The payment of the 3% surcharge under the 2008 statute ended on July 14, 2011 with the opening of the new casino in Des Plaines, Illinois.
On June 12, 2009, the Four Casinos filed a lawsuit in Illinois Federal Court naming former Illinois Governor Rod Blagojevich, his campaign fund, racetrack owner John Johnston, and his two racetracks as defendants alleging a civil conspiracy in violation of the Racketeer Influenced and Corrupt Organizations Act, 18 U.
�1962 cd "RICO"based on an illegal scheme to secure the enactment of the 3% surcharge legislation in exchange for the payment of money by Johnston and entities controlled by him.
The Four Casinos sought to impose a constructive trust over all funds paid under the surcharge, and therefore all of the Illinois racetracks were named as parties to the lawsuit.
The defendants in the RICO case filed motions to dismiss.
On December 7, 2009, the district court denied the motions to dismiss the RICO count, but it granted the motion to dismiss the constructive trust count, stating that it did not have jurisdiction in this case to impose the constructive trust.
The Four Casinos appealed this dismissal to the Seventh Circuit Court of Appeals, which affirmed the dismissal in an en banc opinion.
The Illinois racetracks are now free to use the monies that they received from the 3% surcharge.
The 3% surcharge is included in gaming expense within the consolidated statements of operations.
On July 16, 2008, the Company was served with a purported class action lawsuit brought by plaintiffs seeking to represent a class of shareholders who purchased shares of the Company's Common Stock between March 20, 2008 and July 2, 2008.
The lawsuit alleges that the Company's disclosure practices relative to the proposed link with Fortress Investment Group LLC and Centerbridge Partners, L.
The complaint, which seeks class certification and unspecified damages, was filed in federal court in Maryland.
The complaint was amended, among other things, to add three new named plaintiffs and to name Peter M.
Carlino, Chairman and Chief Executive Officer, and William J.
Clifford, Senior Vice President and Chief Financial Officer, as 28 additional defendants.
The Company filed a motion to dismiss the complaint in November 2008, and the court granted the motion and dismissed the complaint with prejudice.
The plaintiffs filed a motion for reconsideration, which was denied on October 21, 2009.
The plaintiffs subsequently appealed the dismissal to the Fourth Circuit Court of Appeals and an oral argument was heard on October 26, 2010.
On March 14, 2011, the Fourth Circuit Court of Appeals affirmed the decision of the lower court.
The plaintiffs have requested the U.
Supreme Court to consider an appeal of the decision.
In October 2011, the U.
Supreme Court denied the application for an appeal.
On September 11, 2008, the Board of County Commissioners of Cherokee County, Kansas the "County" filed suit against Kansas Penn Gaming, LLC "KPG," a wholly-owned subsidiary of Penn created to pursue a development project in Cherokee County, Kansas and the Company in the District Court of Shawnee County, Kansas.
The defendants have filed motions to dissolve and reduce the attachment.
Those motions were denied.
Following discovery, both parties have filed dispositive motions.
On September 23, this web page, KPG filed an action against HV Properties of Kansas, LLC "HV" in the U.
District Court for the District of Kansas seeking a declaratory judgment from the U.
District Court finding that KPG has no further obligations to HV under a Real Estate Sale Contract the "Contract" that KPG and HV entered into on September 6, 2007, and that KPG properly terminated this Contract under the terms of the Repurchase Agreement entered into between the parties effective September 28, 2007.
On October 7, 2008, HV filed suit against the Company claiming the Company is liable to HV for KPG's alleged breach based on a Guaranty Agreement signed by the Company.
Both cases were consolidated.
Following extensive discovery and briefings, on July 23, 2010, the court granted KPG's motion for summary judgment and dismissed HV's claim.
HV has appealed both rulings of the district court.
In December 2011, the Tenth Circuit Court of Appeals affirmed the district courts' rulings.
On March 11, 2011, CD Gaming Ventures, LLC "CD Gaming"a wholly-owned subsidiary of the Company and developer of the Columbus casino, filed suit in U.
District Court against the City of Columbus the "City"Columbus officials, Franklin County and County officials.
The lawsuit alleged that the City, Franklin County and various city and county officials violated the Company's rights under the U.
CD Gaming asked the court for an injunction preventing the City and the county from denying water and sewer service to the casino site and also sought monetary damages.
On May 24, 2011, the City and CD Gaming announced they had reached a contingent agreement, subject to final documentation, that would result in the annexation of the casino site into the City in exchange for water and sewer service and other considerations.
A sale agreement for the real estate in downtown Columbus closed on August 23, 2011 and a release and settlement agreement has been finalized with certain affiliates of the Columbus Dispatch.
MINE SAFETY DISCLOSURES None.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Range of Market Price Our Common Stock is quoted on the NASDAQ Global Select Market under the symbol "PENN.
As of February 15, 2012, there were approximately 583 holders of record of our Common Stock.
Dividend Policy Since our initial public offering of Common Stock in May 1994, we have not paid any cash dividends on our Common Stock.
We intend to retain all of our earnings to finance the development of our business, and thus, do not anticipate paying cash dividends on our Common Stock for the foreseeable future.
Payment of any cash dividends in the future will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operations and capital requirements, our general financial condition and general business conditions.
In addition, future financing arrangements may prohibit the payment of dividends under certain conditions.
The current authorization extends the repurchase program until the Annual Meeting of Shareholders in 2012, unless otherwise extended or shortened by the Board of Directors.
We did not repurchase any shares of our Common Stock in 2009.
The selected consolidated financial and operating data should be read in conjunction with our consolidated financial statements and notes thereto, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the other financial information included herein.
See Note 3 below.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our Operations We are a leading, diversified, multi-jurisdictional owner and manager of gaming and pari-mutuel properties.
As of December 31, 2011, we owned, managed, or had ownership interests in twenty-five facilities in the following eighteen jurisdictions: Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario.
We believe that our portfolio of assets provides us with diversified cash flow from operations.
We casino near panama city made significant acquisitions in the past, and expect to continue to pursue additional acquisition and development opportunities in the future.
In 1997, we began our transition from a pari-mutuel company to a diversified gaming company with the acquisition of the Charles Town property and the introduction of video lottery terminals in West Virginia.
Since 1997, we have continued to expand our gaming operations through strategic acquisitions including the acquisitions of Hollywood Casino Bay St.
Louis and Boomtown Biloxi, CRC Holdings, Inc.
Most recently, we, along with our joint venture partner, opened Hollywood Casino at Kansas Speedway cloverdale ca casino February 3, 2012, and we anticipate opening our facilities in Columbus and Toledo, Ohio in 2012.
The vast majority of our revenue is gaming revenue, derived primarily from gaming on slot machines and, to a lesser extent, table games, which is highly dependent upon the volume and spending levels of customers at our properties.
Other revenues are derived from our management service fee from Casino Rama, our hotel, dining, retail, admissions, program sales, concessions and certain other ancillary activities, and our racing operations.
Our racing revenue includes our share of pari-mutuel wagering on live races after payment of amounts returned as winning wagers, our share of wagering from import and export simulcasting, and our share of wagering from our OTWs.
Key performance indicators related to gaming revenue are slot handle and table game drop volume indicators and "win" or "hold" percentage.
Our typical property slot win percentage is in the range of 6% to 10% of slot handle, and our typical table game win percentage is in the range of 12% to 25% of table game drop.
Our properties generate significant operating cash flow, since most of our revenue is cash-based from slot machines and pari-mutuel wagering.
Our business is capital intensive, and we rely on cash flow from our properties to generate operating cash to repay debt, fund capital maintenance expenditures, fund new capital projects at existing properties and provide excess cash for future development and acquisitions.
We 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 the development of new gaming properties, particularly in attractive regional markets.
Current capital projects are ongoing at several of our new and existing properties, including our facilities under construction in Ohio.
Additional information regarding our capital projects is discussed in detail in the section entitled "Liquidity and Capital Resources?Capital Expenditures" below.
We now have three senior vice presidents of regional operations who oversee various properties based primarily on their geographic locations and whom report directly to our President and Chief Operating Officer.
This event impacted how our Chief Executive Officer, who is the Company's CODM as that term is defined in ASC 280, measures and assesses our business performance and has caused us to conclude that we now have reportable segments.
The Midwest reportable segment consists of the following properties: Hollywood Casino Lawrenceburg, Hollywood Casino Aurora, Hollywood Casino Joliet, and Argosy Casino Alton.
It also includes our Casino Rama management service contract as well as the two Ohio properties that are entertainment at hollywood casino bay st louis under construction, Hollywood Casino Toledo and Hollywood Casino Columbus, which are scheduled to open by the end of May 2012 and November 1, 2012, respectively.
The Southern Plains reportable segment consists of the following properties: Argosy Casino Riverside, Argosy Casino Sioux City, Hollywood Casino Baton Rouge, Hollywood Casino Tunica, Hollywood Casino Bay St.
Louis, and Boomtown Biloxi.
It also includes our 50% investment in Kansas Entertainment, which owns the Hollywood Casino at Kansas Speedway which opened in February 2012.
The Other category consists of our standalone racing operations, namely Beulah Park, Raceway Park, Rosecroft Raceway, Sanford-Orlando Kennel Club, and our joint venture interests in Sam Houston Race Park and Valley Race Park, Freehold Raceway, and Maryland Jockey Club which was sold in July 2011.
If we are successful in obtaining gaming operations at these locations, they would be assigned to one of our regional executives and reported in their respective reportable segment.
The Other category also includes our corporate overhead operations which does not meet the definition of an operating segment under ASC 280 and our Bullwhackers property.
Executive Summary Economic conditions continue to impact the overall domestic gaming industry as well as operating results.
We believe that the current economic conditions, including, but not limited to, high unemployment levels, low levels of consumer confidence, weakness in the housing and consumer credit markets and increased stock market volatility, have resulted in reduced levels of discretionary consumer spending compared to historical levels.
In order to mitigate the impact of these conditions, we have increasingly focused on cost management, such as monitoring staff levels and establishing effective marketing programs, to continue to generate strong cash flow.
Even though the current economic environment has been challenging, we believe our strengths include our relatively low leverage ratios compared to the regional casino companies that we directly compete with and the ability of our operations to generate positive cash flow.
These two factors have allowed us to develop what we believe to be attractive future growth opportunities in new regional gaming markets.
? ? In June 2011, we reached an agreement in principle with the Can firelake grand casino oklahoma point of Ohio that will provide greater clarity regarding our total state tax burden and future competition, and establishes the framework, including licensing fees, tax structure and minimal capital expenditures, for the placement of video lottery terminals at the state's seven racetracks.
The State of Ohio has approved the placement of video lottery terminals at the state's seven racetracks and while we await the regulatory structure to be put in place, we are actively seeking the potential relocation of our existing racetracks at Raceway Park and Beulah Park to Youngstown and Dayton, respectively.
On October 21, 2011, The Ohio Roundtable filed a complaint in the Court of Common Pleas in Franklin County, Ohio against a number of defendants, including the Governor, the Ohio Lottery Commission and the Ohio Casino Control Commission.
The complaint alleges a variety of substantive and procedural defects relative to the approval and implementation of video lottery terminals as well as several counts dealing with the taxation of standalone casinos.
? ? Sanford-Orlando Kennel Club Longwood, FL Greyhound racing ? Freehold Raceway 3 Freehold, NJ Standardbred racing ? our expectations for our properties; ? ? The fact that a number of states are currently considering or implementing legislation to legalize or expand gaming.
Such legislation presents both potential opportunities to establish new properties for instance, in Kansas where we opened a casino through a joint venture in February 2012, in Ohio where we have plans to open two casinos, one in Toledo by the end of May 2012 and the other in Columbus on November 1, 2012, and in Maryland where we opened Hollywood Casino Perryville on September 27, 2010, the first casino in the state and increased competitive threats to business at our existing properties such as the introduction of como ganar en casino pokemon casinos in Kansas, Maryland, Ohio, and potentially Kentucky, an additional casino in Illinois which opened on July 18, 2011, gaming expansion in Baton Rouge, Louisiana, and the introduction of tavern licenses in several states.
? Excluding the recently opened Hollywood Casino Perryville and the recently acquired M Resort, management's continued focus on cost management contributed to improved operating margins at 14 of our 15 gaming facilities.
? The actions of government bodies can affect our operations in a variety of ways.
For instance, the continued pressure on governments to balance their budgets could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes.
In addition, government bodies may restrict, prevent or negatively impact operations in the jurisdictions in which we do business such as the implementation of smoking bans.
? require us to dedicate a substantial portion of our cash new york city resort casino from operations to debt service, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; ? limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds; and ? our expectations with regard to further acquisitions and development opportunities, as well as the integration of any companies we have acquired or may acquire; ? Net income attributable to the shareholders of Penn National Gaming, Inc.
We go to casino at 18 all of the outstanding bank and subordinated debt of the M Resort in October 2010 at which time we also secured the right to acquire the business of the M Resort in exchange for the property's outstanding debt obligations.
We expect that Hollywood Casino Columbus will open on November 1, 2012.
Hollywood Casino Toledo is anticipated to open by the end of May 2012.
? ? Rosecroft Oxon Hill, MD Standardbred racing ? ? We closed the transaction to enter into a joint venture that owns and operates the Sam Houston Race Park in Houston, Texas and the Valley Race Park in Harlingen, Texas, and holds a license for a planned racetrack in Laredo, Texas on April 8, 2011, following final approval by the Texas Racing Commission and the satisfaction of certain closing conditions.
We intend to work collaboratively with MAXXAM, our joint venture partner, to strengthen and enhance the existing racetrack operations as well as pursue other opportunities, including the potential for gaming operations at the pari-mutuel facilities, to maximize the overall value of the business.
All customers and employees were successfully evacuated, and the fire was contained on the land-side of the property before it could spread to the adjacent casino barge.
On June 25, 2009, the casino barge was reopened with temporary land-based facilities, and we began construction of a new land-based pavilion.
In December 2010, the first phase of the new permanent land-based pavilion was opened to the public and in January 2011 the final phase, including a sports bar, was completed.
During the second quarter of 2011, the insurance claim for the fire at Hollywood Casino Joliet was settled and no further proceeds will be received.
? ? Hollywood Casino Baton Rouge Baton Rouge, LA Dockside gaming 28,000 1,120 23 ? ? The risks related to economic conditions and the effect of such conditions on consumer spending for leisure and gaming activities, which may negatively impact our operating results and our ability to access financing.
We have no certain mechanism for determining why consumers choose to spend more or less money at our properties from period to period and as such cannot quantify a dollar amount for each factor that impacts our customers' spending behaviors.
However, based on our experience, we can generally offer some insight into the factors that we believe were likely to account for such changes.
In instances where we believe one factor may have had a significantly greater impact than the other factors, we have noted that as well.
However, in all instances, such insights are based only on our reasonable judgment and professional experience, and no assurance can be given as to the accuracy of our judgments.
Our Midwest segment also experienced increased gaming revenue at Hollywood Casino Lawrenceburg primarily due to the continued impact of the opening of its new casino riverboat in late June 2009, which enabled this property to gain an increased share of its local gaming market.
These were partially offset by decreased gaming revenue at Hollywood Casino Aurora primarily due to then-current economic conditions.
In addition, the decline at Hollywood Casino Aurora was also impacted by increased patronage in the second quarter of 2009 as a result of the fire at Hollywood Casino Joliet.
Gaming expense for our Midwest segment also decreased due to lower marketing costs and payroll expense primarily due to increased cost management efforts.
The increases at these two properties were partially offset by decreased gaming expense at Hollywood Casino Aurora primarily due to a reduction in gaming taxes resulting from lower gaming revenue as well as lower payroll and benefit costs, which were partially offset by increased marketing expenses.
General and administrative expenses also include lobbying expenses.
Louis primarily related to replacement assets that were purchased after Hurricane Katrina now being fully depreciated in the third quarter of 2011, as well as decreased depreciation and amortization expense at Hollywood Casino Baton Rouge.
Impairment losses 2011 There were no impairment losses during the year ended December 31, 2011.
Due to a May 2010 statewide election, the voters determined that our casino in Columbus will be located at the site of the former Delphi Automotive plant along Columbus's West Side and as such we reclassified our land in the Arena District as held for sale.
See Note 10 to the consolidated financial statements for further details.
Our 2010 effective rate was impacted by the non-deductible portion of our goodwill impairment charges recorded for the year ended December 31, 2010.
Our 2011 rate was impacted by the reversal of previously recorded unrecognized tax benefit reserves for years that either the statue of limitations has lapsed in 2011 or that have been favorably settled, coupled with favorable state income tax benefits received from the impact of certain subsidiary restructurings completed in 2011.
Our effective tax rate increased to 1,464.
Our effective income tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our earnings and the level of our tax credits.
Certain of these and other factors, including our history and projections of pre-tax earnings, are taken into account in assessing our ability to realize our net deferred tax assets.
Liquidity and Capital Resources Historically, our primary sources of liquidity and capital resources have been cash flow from operations, borrowings from banks and proceeds from the issuance of debt and equity securities.
See Note 11 to the consolidated financial statements for further details.
Capital Expenditures Capital expenditures are accounted for as either capital project or capital maintenance replacement expenditures.
Capital project expenditures are for fixed asset additions that expand an existing facility or create a new facility.
Capital maintenance expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair.
In November 2009, the "Ohio Jobs and Growth Plan," a casino ballot proposal calling for an amendment to Ohio's Constitution to authorize casinos in the state's four largest cities, Cincinnati, Cleveland, Columbus and Toledo, was approved.
We expect the opening of Hollywood Casino Toledo by the end of May 2012 and Hollywood Casino Columbus on November 1, 2012.
The majority of the capital maintenance expenditures were for slot machines and slot machine equipment.
Cash generated from operations and cash available under the revolver portion of our senior secured credit facility have funded our capital project and capital maintenance expenditures in 2011.
The table above excludes our share of the anticipated commitments related to our joint venture with International Speedway to develop a casino at Kansas Speedway since these amounts will be recorded within investments in and advances to unconsolidated affiliates on our consolidated balance sheet.
The interest rates payable on the facilities are based on the leverage ratios of the Company as defined in the debt agreements, however, based on current borrowing levels, we will pay LIBOR plus 150 basis points on the revolver and Term Loan A and LIBOR plus 275 basis points on Term Loan B subject to a 1% LIBOR floor.
This liability was discounted using an estimate of our incremental borrowing rate over the term of the obligation.
The accretion of this discount is recorded in interest expense in the consolidated statements of operations.
At December 31, 2011, we were in compliance with all required financial covenants.
Outlook Based on our current level of operations and anticipated earnings growth, we believe that cash generated from operations and cash on hand, together with amounts available under our senior secured credit facility, will be adequate to meet our anticipated debt service requirements, capital expenditures and working capital needs for the foreseeable future.
However, we cannot be certain that our business will generate sufficient cash flow from operations, that our anticipated earnings growth will be realized, or that future borrowings will be available under our senior secured credit facility or otherwise will be available to enable us to service our indebtedness, including the senior secured credit facility and the senior subordinated notes, to retire or redeem the senior subordinated notes when required or to make 56 anticipated capital expenditures.
In addition, we expect a majority of our future growth to come from acquisitions of gaming properties at reasonable valuations, greenfield projects, jurisdictional expansions and property expansion in under-penetrated markets.
If https://allo-hebergeur.com/casino/philadelphia-ms-casino-events.html consummate significant acquisitions in the future or undertake any significant property expansions, our cash requirements may increase significantly and we may need to make additional borrowings or complete equity or debt financings to meet these requirements.
Our future operating performance and our ability to service or refinance our debt will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.
See "Risk Factors?Risks Related to Our Capital Structure" of this Annual Report on Form 10-K for a discussion of the risk related to our capital structure.
We have historically maintained a capital structure comprising a mix of equity and debt financing.
We vary our leverage to pursue opportunities in the marketplace and in an effort to maximize our enterprise value for our shareholders.
These amounts are primarily related to the opening of Hollywood Casino Toledo entertainment at hollywood casino bay st louis Hollywood Casino Columbus that are scheduled to open in 2012.
Kansas Entertainment began construction of the facility in the second half of 2010 and opened the facility on February 3, 2012.
We and International Speedway shared equally in the cost of developing and constructing the facility.
Does not include any liability for unrecognized tax benefits, as the Company cannot make a reasonably reliable estimate of the period of cash settlement with the respective taxing authority.
The table above does not include the redemption of the Company's Preferred Stock which is required to be redeemed on June 30, 2015 for either cash or common shares at the Company's election.
See Note 14 to the consolidated financial statements for further details.
New Accounting Pronouncements In December 2011, the FASB issued amendments to enhance disclosures about offsetting and related arrangements.
This information will enable the users of the financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position, including the effect or potential effect of rights of setoff associated with certain financial and derivative instruments.
These amendments are effective for annual reporting periods, and interim periods within those years, beginning on or after January 1, 2013.
The disclosures required by these amendments should be provided retrospectively for all comparative periods presented.
Management does not believe that these amendments will have a material impact on the consolidated financial statements.
In September 2011, the FASB issued amendments to simplify how entities test goodwill for impairment.
Under the updated guidance, an entity now has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test.
If the assessment of qualitative factors leads to a determination that it is not more likely than not that the fair value of a reporting unit is less than https://allo-hebergeur.com/casino/closest-casino-to-fort-lauderdale-airport.html carrying amount, then performing the two-step impairment test is unnecessary.
However, if an entity concludes otherwise, then the entity is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing it against its carrying amount.
If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment 58 test to measure the amount of impairment loss, if any.
Under the new guidance, an entity can elect to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment.
The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.
Early adoption is permitted, however the Company did not early adopt this amendment.
In June 2011, the FASB issued amendments to guidance regarding the presentation of comprehensive income.
The amendments eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity.
The amendments require that comprehensive income be presented in either a single continuous statement or in two separate but consecutive statements.
In a single continuous statement, the entity would present the components of net income and total net income, the components of other comprehensive income and a total of other comprehensive income, along with the total of comprehensive income in that statement.
In the two-statement approach, the entity would present components of net income and total net income in the statement of net income and a statement of other comprehensive income would immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income.
The amendments also require the entity to present on the face of the financial statements any reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement s where the components of net income and the components of other comprehensive income are presented.
The amendments do not change the items that must be reported in other comprehensive income, when an item of other comprehensive income must be reclassed to net income or the option to present components of other comprehensive income either net of related tax effects or before related tax effects.
The amendments, excluding the specific requirement to present on the face of the financial statements any reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement s where the components of net income and the components of other comprehensive income are presented which was deferred by the FASB in December 2011, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and are to be applied retrospectively.
The Company adopted the guidance, except for the deferred requirement to present reclassification adjustments in the statement s where the components of net income and the components of other comprehensive income are presented, as of January 1, 2012.
The Company plans to present comprehensive income in two separate but consecutive statements.
In May 2011, the FASB issued amendments to existing fair value measurement guidance in order to achieve common requirements for measuring fair value and disclosures in accordance with GAAP and International Financial Reporting Standards.
The guidance clarifies how a principal market is determined, addresses the fair value measurement of instruments with offsetting market or counterparty credit risks, addresses the concept of valuation premise and highest and best use, extends the prohibition on blockage factors to all three levels of the fair value hierarchy and requires additional disclosures.
The amendments are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011.
The Company adopted the guidance as of January 1, 2012, which did not have a material impact on the consolidated financial statements.
In April 2010, the FASB issued guidance on accruing for jackpot liabilities.
The guidance clarifies that an entity should not accrue jackpot liabilities or portions thereof before a jackpot is won if the entity can legally avoid paying that jackpot for example, by removing the gaming machine from the casino floor.
Jackpots should be accrued and charged to revenue when an entity has the obligation to pay the jackpot.
This guidance applies to both base jackpots and the incremental portion of progressive jackpots.
However, the guidance only affected the accounting for base jackpots, as the guidance uses the same principle that is applied by the Company to the incremental portion of progressive jackpots.
The guidance was effective for fiscal years, and interim periods within those fiscal years, beginning on 59 or after December 15, 2010.
This guidance was applied by recording a cumulative-effect adjustment to opening retained earnings in the period of adoption.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The table below provides information at December 31, 2011 about our financial instruments that are sensitive to changes in interest rates.
For debt obligations, the table presents notional amounts maturing during the year and the related weighted-average interest rates by maturity dates.
Notional amounts are used to calculate the contractual payments to be exchanged by maturity date and the weighted-average interest rates are based on implied forward LIBOR rates at December 31, 2011.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm Board of Directors Penn National Gaming, Inc.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board United States.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Penn National Gaming, Inc.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board United StatesPenn National Gaming, Inc.
See accompanying notes to the consolidated financial statements.
Business and Basis of Presentation Penn National Gaming, Inc.
Penn is the successor to several businesses that have operated as Penn National Race Course since 1972.
Penn was incorporated in Pennsylvania in 1982 as PNRC Corp.
In 1997, the Company began its transition from a pari-mutuel company to a diversified gaming company with the acquisition of the Charles Town property and the introduction of video lottery terminals in West Virginia.
Since 1997, the Company has continued to expand its gaming operations through strategic acquisitions including the acquisitions of Hollywood Casino Bay St.
Louis and Boomtown Biloxi, CRC Holdings, Inc.
Most recently, the Company, along with its joint venture partner, opened Hollywood Casino at Kansas Speedway on February 3, 2012, and the Company anticipates opening facilities in Columbus and Toledo, Ohio in 2012.
As of December 31, 2011, the Company owned, managed, or had ownership interests in twenty-five facilities in the following eighteen jurisdictions: Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods.
Actual results could differ from those estimates.
For purposes of comparability, certain prior year amounts have been reclassified to conform to the current year presentation.
Principles of Consolidation The consolidated financial statements include the accounts of Penn and its subsidiaries, including wholly-owned subsidiaries and subsidiaries that had a noncontrolling interest.
Investment in and advances to unconsolidated affiliates are accounted for under the equity method.
All significant intercompany accounts and transactions have been eliminated in consolidation.
Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all cash balances and highly-liquid investments with original maturities of three months or less to be cash and cash equivalents.
Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist of cash equivalents, corporate securities, interest rate swap contracts and accounts receivable.
The Company has bank deposits and overnight repurchase agreements that exceed federally-insured limits.
Concentration of credit risk, with respect to casino receivables, is limited through the Company's credit evaluation process.
The Company issues markers to approved casino customers only following credit checks and investigations of creditworthiness.
Accounts are written off when management determines that an account is uncollectible.
Recoveries of accounts previously written off are recorded when received.
An allowance for doubtful accounts is determined to reduce the Company's receivables to their carrying value, which approximates fair value.
The allowance is estimated based on historical collection experience, specific review of individual customer accounts, and current economic and business conditions.
Historically, the Company has not incurred any significant credit-related losses.
Fair Value of Financial Instruments The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate: Cash and Cash Equivalents The fair value of the Company's cash and cash equivalents approximates the carrying value of the Company's cash and cash equivalents, due to the short maturity of the cash equivalents.
Investment in Corporate Debt Securities The fair value of the investment in corporate debt securities is estimated based on a third party broker quote.
The investment in corporate debt securities is measured at fair value on a recurring basis.
The Company purchased all of the outstanding bank and subordinated debt of the M Resort in October 2010 at which time the Company also secured the right to acquire the business of the M Resort in exchange for the property's outstanding debt obligations.
See Note 6 for further information.
Long-term Debt The fair value of the Company's Term Loan B component of the senior secured credit facility and senior subordinated notes is estimated based on quoted prices in active markets.
The fair value of the 67 remainder of the Company's senior secured credit facility approximates its carrying value as it is variable rate debt.
The fair value of the Company's other long-term obligations approximates its carrying value.
Interest Rate Swap Contracts The fair value of the Company's interest rate swap contracts was measured at the present value of all expected future cash flows based on the LIBOR-based swap yield curve as of the date of the valuation, subject to a credit adjustment to the LIBOR-based yield curve's implied discount rates.
The credit adjustment reflected the Company's best estimate as to the Company's credit quality at December 31, 2010.
The interest rate swap contracts were measured at fair value on a recurring basis.
There were no outstanding interest rate swap contracts as of December 31, 2011.
Property and Equipment Property and equipment are stated at cost, less accumulated depreciation.
Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred.
Gains or losses on the disposal of property and equipment are included in the determination of income.
Depreciation of property and equipment is recorded using the straight-line method over the following estimated useful lives: Land improvements 5 to 15 years Building and improvements 10 to 40 years Furniture, fixtures, and equipment 3 to 7 years Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term.
The estimated useful lives are determined based on the nature of the assets as well as the Company's current operating strategy.
The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and 68 eventual disposition.
The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors.
In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the individual property level.
In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors.
If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets.
Such an impairment loss would be recognized as a non-cash component of operating income.
Two issues arise with respect to these assets that require significant management estimates and judgment: i the valuation in connection with the initial purchase price allocation; and ii the ongoing evaluation for impairment.
In connection with the Company's acquisitions, valuations are completed to determine the allocation of the purchase prices.
The factors considered in the valuations include data gathered as entertainment at hollywood casino bay st louis result of the Company's due diligence in connection with the acquisitions, projections for future operations, and data obtained from third-party valuation specialists as deemed appropriate.
Goodwill is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the reporting units to their carrying amount.
If the carrying amount of a reporting unit exceeds its fair value in step 1 of the impairment test, then step 2 of the impairment test is performed to determine the implied value of goodwill for that reporting unit.
If the implied value of goodwill is less than the goodwill allocated for that reporting unit, an impairment loss is recognized.
In accordance with Financial Accounting Standards Board "FASB" Accounting Standards Codification "ASC" 350, "Intangibles-Goodwill and Other," the Company considers its gaming licenses, racing permits and the majority of its trademark intangible assets as indefinite-life intangible assets that do not require amortization based on the Company's future expectations to operate its gaming facilities indefinitely as well as its historical experience in renewing these intangible assets at minimal cost with various state gaming and racing commissions.
Rather, these intangible assets are tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded assets to their carrying amount.
If the carrying amounts of the indefinite-life intangible assets exceed their fair value, an impairment loss is recognized.
The evaluation of goodwill and indefinite-life intangible assets requires the use of estimates about future operating results of each reporting unit to determine their estimated fair value.
The Company uses a market approach model, which includes the use of forecasted adjusted EBITDA earnings before interest, taxes, charges for stock compensation, depreciation and amortization, gain or loss on disposal of assets, and certain other income and expenses, and inclusive of loss from unconsolidated affiliates and adjusted EBITDA multiples, as the Company believes that adjusted EBITDA is a widely-used measure of performance in the gaming industry and as the Company uses adjusted EBITDA as the primary measurement of the operating performance of its properties including the evaluation of operating personnel.
In addition, the Company believes that an adjusted EBITDA multiple is the principal basis for the valuation of gaming companies.
Changes in the estimated adjusted EBITDA multiples or forecasted operations can materially affect these estimates.
Forecasted adjusted EBITDA levels based on the Company's annual operating plan as determined in the fourth quarter can be significantly impacted by the local economy in which the Company's reporting units operate.
In addition, the impact of new legislation which approves gaming in nearby jurisdictions or further expands gaming in jurisdictions where the Company's reporting units currently operate can result in opportunities for the Company to expand its operations.
However, it also has the impact of increasing competition for the Company's established properties which generally will have a negative effect on those locations' profitability once competitors become established as a certain level of cannibalization occurs absent an overall increase in customer visitations.
Lastly, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted adjusted EBITDA.
The adjusted EBITDA multiple utilized by the Company in its goodwill impairment valuation methodology is determined based on the Company's current enterprise value, increased for a control premium.
The control premium assumption is based on acquisitions of precedent transactions of comparable businesses.
In evaluating the estimates derived by the market based approach, management assesses the relevance and reliability of the multiples by considering factors unique to its reporting units, including recent operating results, business plans, economic projections, anticipated future cash flows, and other market data.
These considerations can lead the Company to modify its individual reporting units adjusted EBITDA multiple.
EBITDA check this out can be significantly impacted by various factors, such as a company's present and future cost of capital, the future growth opportunities for the industry as well as for the company itself, general market sentiment, investors' perceptions of senior management's effectiveness at deploying capital and managing overall operations, as well as pending or recently completed merger transactions.
Assumptions and estimates about future adjusted EBITDA levels and multiples by individual reporting units are complex and subjective.
They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry and economic trends, and internal factors, such as changes in the Company's business strategy, which may reallocate capital and resources to different or new opportunities which management believes will enhance the Company's overall value but may be to the detriment of an individual reporting unit.
Once an impairment of goodwill or other indefinite-life intangible assets has been recorded, it cannot be reversed.
Because the Company's goodwill and indefinite-life intangible assets are not amortized, there may be volatility in reported income because impairment losses, if any, are likely to occur irregularly and in varying amounts.
Intangible assets that have a definite-life are amortized on a straight-line basis over their estimated useful lives or related service contract.
The Company reviews the carrying value of its intangible assets that have a definite-life for possible impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable.
If the carrying amount of the intangible assets that have a definite-life exceed their fair value, an impairment loss is recognized.
Debt Issuance Costs Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness.
Comprehensive Income The Company accounts for comprehensive income in accordance with ASC 220, "Comprehensive Income," which established standards for the reporting and presentation of comprehensive income in the consolidated financial statements.
The Company presents comprehensive income in its consolidated statements of changes in shareholders' equity.
Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized.
ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The realizability of the deferred tax assets is evaluated quarterly by assessing the valuation allowance and by adjusting the amount of the allowance, if necessary.
The factors used to assess the likelihood of click here are the forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets.
The Company has used tax-planning strategies to realize or renew net deferred tax assets in order to avoid the potential loss of future tax benefits.
ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise's financial statements.
It also provides see more on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.
The liability for unrecognized tax benefits is included in noncurrent tax liabilities within the consolidated balance sheets at December 31, 2011 and 2010.
Accounting for Derivatives and Hedging Activities The Company uses fixed and variable-rate debt to finance its operations.
Both funding sources have associated risks and opportunities, such as interest rate exposure, and the Company's risk management policy permits the use of derivatives to manage this exposure.
The Company does not hold or issue derivative financial instruments for trading or speculative purposes.
Thus, uses of derivatives are strictly limited to hedging and risk management purposes in connection with managing interest rate exposure.
Acceptable derivatives for this purpose include interest rate swap contracts, futures, options, caps, and similar instruments.
When using derivatives, the Company has historically desired to obtain hedge accounting, which is conditional upon satisfying specific documentation and performance criteria.
In particular, the underlying hedged item must expose the Company to risks associated with market fluctuations and the instrument used as the hedging derivative must generate offsetting effects in prescribed magnitudes.
If these criteria are not met, a change in the market value of the financial instrument and all associated settlements would be recognized as gains or losses in the period of change.
Under cash flow hedge accounting, effective derivative results are initially recorded in other comprehensive income "OCI" and later reclassified to earnings, coinciding with the income recognition relating to the variable interest payments being hedged i.
Any hedge ineffectiveness which represents the amount by which hedge results exceed the variability in the cash flows of the forecasted transaction due to the risk being hedged is recorded in current period earnings.
Under cash flow hedge accounting, derivatives are included in the consolidated balance sheets as assets or liabilities at fair value.
Previously, the Company had a number of interest rate swap contracts in place.
These contracts served to mitigate income volatility for a portion of the Company's variable-rate funding. the timing, cost and expected impact of planned capital expenditures on our results of operations; ? ? Raceway Park Toledo, OH Standardbred racing ? ? ? Total 1,122,231 27,749 603 2,422 1 Excludes poker tables.
In late June 2009, we opened a new casino riverboat at Hollywood Casino Lawrenceburg, replacing the vessel at Argosy Casino Lawrenceburg.
The Hollywood-themed casino riverboat has 150,000 square feet of gaming space on two levels with 3,219 slot machines, 87 table games and 41 poker tables, a restaurant, a buffet, a bar, a nightclub, a casual dining room, two cafes and meeting space.
Hollywood Casino Lawrenceburg also includes a 295-room hotel.
The City of Lawrenceburg is currently designing a hotel to be built by the City of Lawrenceburg near our Hollywood Casino Lawrenceburg property.
By contractual agreement reached with the City of Lawrenceburg, the project will ultimately be owned and operated by a subsidiary of the Company upon completion of construction.
Currently slated to include 180 rooms and approximately 18,000 square feet of multipurpose space, the City of Lawrenceburg anticipates an opening date in the third quarter of 2013.
Hollywood Casino Aurora Hollywood Casino Aurora, part of the Chicagoland market, is located in Aurora, Illinois, the second largest city in Illinois, approximately 35 miles west of Chicago.
This single-level dockside casino provides 53,000 square feet of gaming space with 1,172 slot machines, 21 gaming tables and 7 poker tables.
The facility features an upscale lounge, a steakhouse with a private dining room, a VIP lounge for premium players, a casino bar with video poker, a buffet, and a deli.
Hollywood Casino Aurora also has a surface parking lot, two parking garages with approximately 1,500 parking spaces, and a gift shop.
Hollywood Casino Joliet Hollywood Casino Joliet, part of the Chicagoland market, is located on the Des Plaines River in Joliet, Illinois, approximately 40 miles southwest of Chicago.
This barge-based casino provides 50,000 square feet of gaming space on two levels with 1,177 slot machines, 23 table games and 3 poker tables.
The land-based pavilion includes a steakhouse, a buffet, a deli, and a sports bar and entertainment lounge.
The complex also includes a 100-room hotel, a 1,100 space parking garage, surface parking areas with approximately 1,500 spaces and an 80-space recreational vehicle park.
Argosy Casino Alton Argosy Casino Alton is located on the Mississippi River in Alton, Illinois, approximately 20 miles northeast of downtown St.
Argosy Casino Alton is a three-deck gaming facility featuring 23,000 square feet of gaming space with 1,052 slot machines and 15 table games.
Argosy Casino Alton includes an entertainment pavilion and features a 124-seat buffet, a restaurant, a deli and a 400-seat main showroom.
The facility also includes surface parking areas with 1,341 spaces.
Midwest Managed Property Casino Rama Through CHC Casinos Canada Limited "CHC Casinos" , our indirectly wholly-owned subsidiary, we manage Casino Rama, a full service gaming and entertainment facility, on behalf of the Ontario Lottery and Gaming Corporation "OLGC" , an agency of the Province of Ontario.
Casino Rama is located on the lands of the Rama First Nation, approximately 90 miles north of Toronto.
The property has approximately 93,000 square feet of gaming space with 2,498 gaming machines, 108 table games and 15 poker tables.
In addition, the property includes a 5,000-seat entertainment facility, a 289-room hotel and 3,170 surface parking spaces.
The compensation under the Agreement is a base fee equal to 2.
The Agreement terminated on August 1, 2011.
In July 2011, we entered into a new interim agreement with the OLGC for the operation of the Casino Rama facility through March 31, 2012, which was subsequently extended in January 2012 for an additional six months through September 30, 2012.
While we intend to participate in the bid process, there can be no assurance that the OLGC will select us to manage the property beyond September 30, 2012.
Hollywood Casino at Charles Town Races features 209,508 square feet of gaming space with 4,180 gaming machines and a 153-room hotel, as well as various dining options.
In July 2010, we added table games and poker tables following voter approval of table games in the December 5, 2009 special election.
As of December 31, 2011, the property had 107 table games and 30 poker tables.
In addition, a high-end steakhouse was completed in the fourth quarter of 2010 and a sports bar and entertainment lounge was opened in July 2011.
Hollywood Casino at Penn National Race Course Hollywood Casino at Penn National Race Course is located in Grantville, Pennsylvania, which is 15 miles northeast of Harrisburg.
Hollywood Casino at Penn National Race Course, which opened on February 12, 2008, is a 365,000 square foot facility with 2,451 slot machines.
In July 2010, we added table games and poker tables following legislation passed in January 2010 permitting the operation of table games by existing licensees.
As of December 31, 2011, the property had 53 table games and 16 poker tables.
The facility also includes an entertainment bar and lounge, a sports bar, a buffet, a high-end steakhouse and various casual dining options, as well as a simulcast facility and viewing area for live racing.
The facility has ample parking, including a five-story self-parking garage, with capacity for approximately 2,200 cars and approximately 1,500 surface parking spaces for self and valet parking.
The property also includes approximately 400 acres that are available for future expansion or development.
M Resort On June 1, 2011, following the purchase of all of the outstanding debt of the M Resort and the receipt of requisite regulatory approvals, the Company acquired the business in exchange for the debt.
Opened in March 2009, the M Resort, located approximately ten miles from the Las Vegas strip in Henderson, Nevada, is situated on over 90 acres on the southeast corner of Las Vegas Boulevard and St.
The resort features over 92,000 square feet of gaming space with 1,561 slot machines, 52 table games, and 10 poker tables.
M Resort also offers 390 guest rooms and suites, six restaurants and six destination bars, more than 60,000 square feet of meeting and conference space, a 4,700 space parking facility, a spa and fitness center and a 100,000 square foot events piazza.
In January 2012, the M Resort expanded its convention space by about 25,000 square feet which will be used for both conventions and meetings, as well as concerts and other larger scale events.
Hollywood Casino Perryville is a Hollywood-themed facility which offers 34,329 square feet of gaming space with 1,500 slot machines.
The facility also offers various food and beverage options, including a buffet and a grill, a gift shop and 1,600 parking spaces with valet and self-parking.
Hollywood Slots Hotel and Raceway Hollywood Slots Hotel and Raceway, which is located in Bangor, Maine, includes 31,750 square feet of gaming space with 1,000 slot machines.
On November 8, 2011, voters in Penobscot County approved the addition of table games.
The addition of 10 table games and 4 poker tables is anticipated to be in place by March 31, 2012.
Hollywood Slots Hotel and Raceway's amenities include a 152-room hotel, with 5,119 square feet of meeting and pre-function space, two eateries, a buffet and a snack bar, a small entertainment stage, and a four-story parking garage with 1,500 spaces.
Bangor Raceway, which is adjacent to the property, is located at historic Bass Park and includes a one-half mile standardbred racetrack and grandstand to seat 3,500 patrons.
Zia Park Casino Zia Park Casino is located in Hobbs, New Mexico and includes a casino as well as an adjoining racetrack.
Zia Park Casino includes 18,460 square feet of gaming space with 750 slot machines and operates two restaurants.
Year-round banquet services are available at the property and in the Turf Club, which also offers food and beverage services during the live racing season.
Southern Plains Owned Properties Hollywood Casino Bay St.
Louis Hollywood Casino Bay St.
Louis is located in Bay St.
The casino features 57,000 square feet of gaming space with 1,167 slot machines, 22 table games, and 6 poker tables.
The waterfront Hollywood Hotel features 291 rooms and a 10,000 square foot ballroom, including nine separate meeting rooms offering more than 14,000 square feet of meeting space.
Hollywood Casino Bay St.
Louis offers live concerts and various entertainment on weekends in the ballroom.
The property also features The Bridges golf course, an 18-hole championship golf course.
Hollywood Casino Bay St.
Louis has various dining facilities including a steakhouse, a buffet, a casual dining room and a clubhouse lounge as well as an entertainment bar.
Other amenities include a recreational vehicle park with 100 spaces and a gift shop.
Argosy Casino Riverside Argosy Casino Riverside is located on the Missouri River approximately five miles from downtown Kansas City in Riverside, Missouri.
The casino primarily attracts customers who reside in the northern and western regions of the Kansas City metropolitan area.
The casino features 56,400 square feet of gaming space with 1,724 slot machines and 33 table games.
Argosy Casino Riverside also has parking for approximately 3,000 vehicles, including a 1,250 space parking garage.
Tunica County is the closest resort gaming jurisdiction to, and is easily accessible from, the Memphis, Tennessee metropolitan area.
The Tunica market has become a regional destination resort, attracting customers from surrounding markets such as Nashville, Tennessee, Atlanta, Georgia, St.
Louis, Missouri, Little Rock, Arkansas, and Tulsa, Oklahoma.
This single-level casino features 54,000 square feet of gaming space with 1,076 slot machines, 25 table games and 6 poker tables.
On May 1, 2011, Hollywood Casino Tunica was forced to close as a result of flooding by the Mississippi River.
The property reopened on May 25, 2011.
Due to the flooding, 10,000 square feet of gaming space remains closed.
A section of this area is expected to reopen in the first quarter of 2012 as a high limit area, with the remainder reopening by the end of 2012.
Hollywood Casino Tunica's 494-room hotel and 123-space recreational vehicle park provide overnight accommodations for its patrons.
Entertainment amenities include a steakhouse, a buffet, a grill, an entertainment lounge, a premium players' club, a themed bar facility, an indoor pool and showroom as well as banquet and meeting facilities.
In addition, Hollywood Casino Tunica offers surface parking with 1,635 spaces.
Boomtown Biloxi Boomtown Biloxi is located in Biloxi, Mississippi.
Boomtown Biloxi offers 51,665 square feet of gaming space with 1,093 slot machines, 18 table games and 5 poker tables.
It features a buffet, a steakhouse and a 24-hour grill and bakery.
Boomtown Biloxi also has 1,450 surface parking spaces.
Hollywood Casino Baton Rouge Hollywood Casino Baton Rouge is a dockside riverboat gaming facility operating in Baton Rouge, Louisiana.
Hollywood Casino Baton Rouge features a riverboat casino reminiscent of a nineteenth century Mississippi River paddlewheel steamboat.
The riverboat features approximately 28,000 square feet of gaming space with 1,120 gaming machines and 23 table games.
The facility also includes a two-story, 58,000 square foot dockside building featuring a variety of amenities, including a steakhouse, a 268-seat buffet, a deli, a premium players' lounge, a nightclub, a lobby bar, a public atrium, two meeting rooms, 1,490 parking spaces, and a gift shop.
In December 2007, we agreed to acquire 3.
Construction on the underpass started in June 2009 and was completed in March 2011.
The underpass provides unimpeded access to the casino property and to property owned by the seller for future development.
Argosy Casino Sioux City Argosy Casino Sioux City is located on the Missouri River in downtown Sioux City, Iowa.
The riverboat features 20,500 square feet of gaming space with 719 slot machines, 16 table games and 4 poker tables.
The casino is complemented by adjacent barge facilities featuring dining facilities, meeting space, and 524 parking spaces.
Each gaming license in Iowa is issued jointly to a gaming operator and a local charitable sponsor.
The agreement between our gaming operator subsidiary in Iowa, Belle of Sioux City, L.
The Belle is in the process of negotiating with MRHD to transition its current barge-based facility to a new land-based facility and to enter into a new long-term agreement with MRHD.
If a new agreement cannot be reached, MRHD has indicated that it may issue a request for proposals for alternative operators for a new land-based facility and has preemptively filed a lawsuit seeking to establish its right to do so.
Accordingly, at this time, there can be no assurance that the Belle will be able to reach an agreement with MRHD or, absent such agreement, that it will be able to partner with an alternative charitable sponsor.
In the event that both MRHD and the Belle find alternative partners, it is unclear whether the Iowa Gaming and Racing Commission would issue a gaming license to one or both such groups.
Further, the Belle's ability to continue its operations may also be impacted by its ability to renew or extend its existing docking lease, which expires in January 2013, or to locate a suitable site to construct a land-based facility.
Other Owned Properties Bullwhackers The Bullwhackers casino, which is located in Black Hawk, Colorado, includes 10,425 square feet of gaming space with 290 slot machines.
The property also includes a 344-car surface parking area.
The facility also features simulcast wagering and has theatre-style seating capacity for 1,977 and surface parking for 3,000 vehicles.
Beulah Park Acquired on July 1, 2010, Beulah Park in Grove City, Ohio is located on approximately 210 acres just outside of Columbus, Ohio.
Beulah Park is a thoroughbred racing facility that features live thoroughbred racing from October to May as well as simulcast wagering from a number of nationwide tracks.
Beulah Park includes a grandstand, outdoor paddock, a clubhouse facility and numerous food and dining options.
Rosecroft On February 28, 2011, we completed our acquisition of Rosecroft Raceway in Oxon Hill, Maryland following the completion of a bankruptcy auction and approval of the purchase by a United States "U.
Rosecroft Raceway, located approximately 13 miles south of Washington, D.
In August 2011, Rosecroft Raceway re-opened for simulcasting and live standardbred racing resumed in late October 2011.
The facility has capacity for 6,500 patrons, with seating for 4,000 and surface parking for 2,500 vehicles.
The facility conducts year-round greyhound racing and greyhound, thoroughbred, and harness racing simulcasts.
Freehold Raceway Through our joint venture in Pennwood Racing, Inc.
The property features a half-mile standardbred race track and a 150,000 square foot grandstand.
Sam Houston Race Park, opened in April 1994, is located 15 miles northwest from downtown Houston along Beltway 8.
Sam Houston Race Park hosts thoroughbred and quarter horse racing and offers daily simulcast operations, as well as hosts various special events, private parties and meetings, concerts and national touring festivals throughout the year.
Valley Race Park, which was opened in 1990, is a 91,000 square foot dog racing and simulcasting facility located in Harlingen, Texas.
Off-track Wagering Facilities Our off-track wagering facilities "OTWs" and racetracks provide areas for viewing import simulcast races of thoroughbred and standardbred horse racing, televised sporting events, placing pari-mutuel wagers and dining.
We operate four OTWs in Pennsylvania, and through our joint venture in Pennwood, we own 50% of a leased OTW in Toms River, New Jersey.
Trademarks We own a number of trademarks registered with the U.
Patent and Trademark Office "U.
PTO" , including but not limited to, "Telebet," "The World Series of Handicapping," and "Players' Choice.
As a result of our acquisitions of Hollywood Casino Corporation and Argosy, we own the service marks "Hollywood Casino" and "Argosy" which are registered with the U.
We believe that our rights to the "Hollywood Casino" and "Argosy" service marks are well established and have competitive value to the Hollywood Casino and Argosy properties.
We also acquired other trademarks used by the Hollywood Casino and Argosy facilities and their related services.
These marks are either registered or are the subject of pending applications with the U.
Competition The gaming industry is characterized by a high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery and poker machines not located in casinos, Native American gaming, emerging varieties of Internet gaming and other forms of gaming in the U.
In a broader sense, our gaming operations face competition from all manner of leisure and entertainment activities, including: shopping; high school, collegiate and professional athletic events; television and movies; concerts and travel.
Legalized gaming is currently permitted in various forms throughout the U.
Other jurisdictions, including states adjacent to states in which we currently have facilities such as in Ohio and Maryland , have legalized, and are likely to implement gaming in the near future.
In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or relocation of existing gaming operations.
New, relocated or expanded operations by other persons will increase competition for our gaming operations and could have a material adverse impact on us.
Additionally, for a number of years, there has been a general decline in the number of people attending and wagering on live horse races at North American racetracks due to a number of factors, including increased competition from other wagering and entertainment alternatives and unwillingness of customers to travel a significant distance to racetracks.
Our account wagering operations compete with other providers of such services throughout the country.
We also may face competition in the future from new OTWs, new racetracks or new providers of account wagering.
From time to time, states consider legislation to permit other forms of gaming.
If additional gaming opportunities become available near our racing operations, such gaming opportunities could have an adverse effect on our business, financial condition and results of operations.
In Ohio, voters passed a referendum in 2009 to allow four land-based casinos in four cities, one of which will be in downtown Cincinnati, which is the primary feeder market for our Hollywood Casino Lawrenceburg property.
This new facility will have an adverse impact on Hollywood Casino Lawrenceburg.
However, the impact from this casino on our Midwest segment will be mitigated by the opening of our Ohio casinos, Hollywood Casino Toledo and Hollywood Casino Columbus, both of which are expected to open in 2012.
On January 25, 2012, MTR Gaming Group, Inc.
MTR anticipates opening the new facility in the second quarter of 2012.
As a result, Hollywood Casino Aurora and Hollywood Casino Joliet face additional competition as the facilities are located in the suburban area northwest of Chicago, however the 3% surcharge that Hollywood Casino Aurora and Hollywood Casino Joliet paid to subsidize local racing horse interests is no longer incurred as the new facility is now open.
In addition, in July 2009, the Governor of Illinois signed a bill providing for the legalization of up to five video lottery terminals to be installed in licensed bars, restaurants and truck stops, among other venues that permit on-site alcohol consumption.
In July 2011, the Illinois Supreme Court, in a unanimous ruling, cleared the way for the 2009 Illinois Video Gaming Act to go forward.
The Illinois Gaming Board is currently in the process of finalizing the regulatory framework and awarding licenses, however numerous cities and counties have opted out of participation.
Additionally in Illinois, the legislature in May 2011 passed a gaming expansion bill to allow five new casinos in the state while bringing slot machines to the Illinois racetracks.
However, this legislation was not sent formally to the Governor of Illinois for approval.
Currently, legislators are working on new expansion gambling proposals.
Finally, casino gaming is not currently permitted in Kentucky, although legislation has been introduced to allow gaming at racetracks and casinos subject to a referendum which will take place in 2012.
The commencement of gaming in Kentucky and the expansion of gaming in Illinois would negatively impact certain of our existing Midwest properties.
In November 2008, the citizens of Maryland approved a referendum to allow up to 15,000 slot machines at five locations throughout the state.
These locations included a facility in each of Cecil, Allegany, Anne Arundel, Baltimore City and Worchester Counties.
Applications for each of the gaming zones were submitted in February 2009.
Hollywood Casino Perryville in Cecil County, which is our facility, opened to the public on September 27, 2010 and was the only Maryland facility operational in 2010.
In January 2011, the Worchester County location opened at Ocean Downs Racetrack.
In November 2010, zoning was approved by voters for a proposed casino complex offering 4,750 slot machines at the Arundel Mills mall in Anne Arundel, Maryland.
The developer of the project is targeting an opening in the summer of 2012 of approximately 2,500 to 3,000 slot machines, with the full facility expected to be open by the end of 2012.
Particularly as the Anne Arundel facility opens, Hollywood Casino at Charles Town Races and Hollywood Casino Perryville will face increased 9 competition and their results will be negatively impacted.
Additionally, the opening of a casino in Baltimore City, which now has a viable applicant, would negatively impact our operations at Charles Town and Perryville.
In Pennsylvania, in April 2011, the Pennsylvania Gaming Control Board awarded a category 3 license to permit the operation of slot machines at an existing resort to Woodlands Fayette, LLC, operators of the Nemacolin Woodlands Resort in Wharton Township, Fayette County.
However, Mason-Dixon Resort LP, which applied for a category 3 license in Gettysburg, filed an appeal with the state Supreme Court seeking to reverse the Board's decision.
This appeal is still pending.
If the appeal is successful and a category 3 license was awarded to Mason-Dixon Resort LP, our operations at Hollywood Casino at Penn National Race Course could be negatively impacted.
In addition, in 2009, a category 3 license application was granted for a site in Valley Forge, Pennsylvania.
The casino is currently under construction and could open as early as spring of 2012.
We expect the opening of this casino to have a minor adverse effect on the financial results of Hollywood Casino at Penn National Race Course.
The strength of the Las Vegas locals market is partially linked to the health of the Las Vegas strip.
Continued weakness in this market may continue to negatively impact the Las Vegas locals market, including our M Resort property.
Kansas Entertainment began construction of the facility in the second quarter of 2010 and the facility opened on February 3, 2012.
The opening of this casino will have an adverse effect on the financial results of Argosy Casino Riverside.
The opening of this riverboat casino will have an adverse effect on the financial results of Hollywood Casino Baton Rouge.
In the Mississippi Gulf Coast market, there are various proposals for casinos in development, as well as expansions at existing properties, that may take place in the next few years.
The opening of this casino will have an adverse effect on the financial results of Boomtown Biloxi.
Segments In 2011, we realigned our reporting structure in connection with the hiring of a senior vice president of regional operations.
We now have three senior vice presidents of regional operations who oversee various properties based primarily on their geographic locations and whom report directly to our President and Chief Operating Officer.
This event impacted how our Chief Executive Officer, who is the Company's Chief Operating Decision Maker "CODM" as that term is defined in Accounting Standards Codification "ASC" 280, "Segment Reporting" "ASC 280" , measures and assesses our business performance and has caused us to conclude that we now have reportable segments.
It also includes our Casino Rama management service contract as well as the two Ohio properties that are currently under construction, Hollywood Casino Toledo and Hollywood Casino Columbus, which are scheduled to open by the end of May 2012 and November 1, 2012, respectively.
The Southern Plains reportable segment consists of the following properties: Argosy Casino Riverside, Argosy Casino Sioux City, Hollywood Casino Baton Rouge, Hollywood Casino Tunica, Hollywood Casino Bay St.
Louis, and Boomtown Biloxi.
It also includes our 50% investment in Kansas Entertainment, which owns the Hollywood Casino at Kansas Speedway which opened in February 2012.
The Other category consists of our standalone racing operations, namely Beulah Park, Raceway Park, Rosecroft Raceway, Sanford-Orlando Kennel Club, and our joint venture interests in Sam Houston Race Park and Valley Race Park, Freehold Raceway, and Maryland Jockey Club which was sold in July 2011.
If we are successful in obtaining gaming operations at these locations, they would be assigned to one of our regional executives and reported in their respective reportable segment.
The Other category also includes our corporate overhead operations which does not meet the definition of an operating segment under ASC 280 and our Bullwhackers property.
Management Name Age Position Peter M.
Carlino 65 Chief Executive Officer Timothy J.
Wilmott 53 President and Chief Operating Officer William J.
Clifford 54 Senior Vice President-Finance and Chief Financial Officer Thomas P.
Burke 55 Senior Vice President-Regional Operations John V.
Finamore 53 Senior Vice President-Regional Operations Robert S.
Ippolito 60 Vice President, Secretary and Treasurer Jordan B.
Savitch 46 Senior Vice President and General Counsel Jay A.
Snowden 35 Senior Vice President-Regional Operations Steven T.
Snyder 51 Senior Vice President-Corporate Development Peter M.
Carlino has served as our Chairman of the Board of Directors and Chief Executive Officer since April 1994.
Carlino has been President of Carlino Capital Management Corp.
Wilmott joined us in February 2008 as President and Chief Operating Officer.
Wilmott most recently served as Chief Operating Officer of Harrah's Entertainment, a position he held for approximately four years.
In this position, he oversaw the operations of all of Harrah's revenue-generating businesses, including 48 casinos, 38,000 hotel rooms and 300 restaurants.
All Harrah's Division Presidents, Senior Vice Presidents of Brand Operations, Marketing and Information Technology personnel reported to Mr.
Wilmott in his capacity as Chief Operating Officer.
Prior to his appointment to the position of Chief Operating Officer, Mr.
Wilmott served from 1997 to 2002 as Division President of Harrah's Eastern Division with responsibility for the operations of eight Harrah's properties.
Clifford joined us in August 2001 and was appointed to his current position as Senior Vice President-Finance and Chief Financial Officer in October 2001.
From March 1997 to July 2001, Mr.
Clifford served as the Chief Financial Officer and Senior Vice President of Finance with Sun International Resorts, Inc.
From November 1993 to February 1997, Mr.
Clifford was Financial, Hotel and Operations Controller for Treasure Island Hotel and Casino in Las Vegas.
From May 1989 to November 1993, Mr.
Clifford was Controller for Golden Nugget Hotel and Casino, Las Vegas.
Prior to May 1989, Mr.
Clifford held the positions of Controller for the Dunes Hotel and Casino, Las Vegas, Property Operations Analyst with Aladdin Hotel and Casino, Las Vegas, Casino Administrator with Las Vegas Hilton, Las Vegas, Senior Internal Auditor with Del Webb, Las Vegas, and Agent, Audit Division, of the Nevada Gaming Control Board, Las Vegas and Reno.
Burke joined us in November 2002 and was appointed to his current position of Senior Vice President-Regional Operations effective October 2008.
In this position, Mr.
Burke is responsible for overseeing all facets of our facilities located in our Southern Plains segment.
Burke served as Vice President and General Manager of our Argosy Casino Riverside from June 2006 until October 2008 and as President and General Manager of our Bullwhackers properties from November 2002 until June 2006.
Prior to joining us, Mr.
Finamore joined us in November 2002 as Senior Vice President-Regional Operations.
In this position, Mr.
Finamore is responsible for overseeing all facets of our facilities located in our Midwest segment.
Prior to joining us, Mr.
Finamore served as President of Missouri Operations for Ameristar Casinos, Inc.
Finamore has over 28 years of gaming industry and hotel management experience.
In July 2001, we appointed Mr.
Ippolito to the position of Vice President, Secretary and Treasurer.
Ippolito has served as our Secretary and Treasurer since April 1994 and as our Chief Financial Officer from April 1994 until July 2001.
Ippolito brings more than 24 years of gaming and racing experience to the management team both as a manager at a major accounting firm and as an officer of companies in the racing business.
Savitch joined us in September 2002 as Senior Vice President and General Counsel.
From June 1999 to April 2002, Mr.
Savitch served as a director and senior executive at iMedium, Inc.
From 1995 to 1999, Mr.
Savitch served as senior corporate counsel at Safeguard Scientifics, Inc.
Snowden joined us in October 2011 as Senior Vice President-Regional Operations.
In this position, Mr.
Prior to joining us, Mr.
Snowden was the Senior Vice President and GM of Caesar's and Harrah's in Atlantic City, and prior to that, he held various senior leadership positions in St.
Louis, San Diego and Las Vegas.
Snyder joined us in May 1998, and from 1998 through 2001 served as Vice President of Corporate Development.
In June 2003, he accepted the position of Senior Vice President of Corporate Development and is responsible for identifying and conducting internal and industry analysis of potential acquisitions, partnerships and other opportunities.
Prior to joining us, Mr.
Snyder was a partner with Hamilton Partners, Ltd.
Each of our facilities is subject to extensive regulation under the laws, rules and regulations of the jurisdiction where it is located.
These laws, rules and regulations generally concern the responsibility, financial stability and character of the owners, managers, and persons with financial interests in the gaming operations.
Violations of laws or regulations in one jurisdiction could result in disciplinary action in other jurisdictions.
A more detailed description of the regulations to which we are subject is contained in Exhibit 99.
Our businesses are subject to various federal, state and local laws and regulations in addition to gaming regulations.
These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, currency transactions, taxation, zoning and building codes, and marketing and advertising.
Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted.
Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.
Employees and Labor Relations As of December 31, 2011, we had 16,740 full- and part-time employees.
We are required to have agreements with the horsemen at each of our racetracks to conduct its live racing and simulcasting activities, with the exception of our tracks in Ohio and New Mexico.
In addition, in order to operate gaming machines and table games in West Virginia, we must maintain agreements with each of the Charles Town Horsemen, pari-mutuel clerks and breeders.
At Hollywood Casino at Charles Town Races, we have an agreement with the Charles Town Horsemen expiring on December 31, 2012, and an agreement with the breeders that expires on June 30, 2012.
The pari-mutuel clerks at Charles Town are represented under a collective bargaining agreement with the West Virginia Union of Mutuel Clerks, which expired on December 31, 2010 and has been informally extended on a month-to-month basis while negotiations are in process.
Our agreement with the Pennsylvania Thoroughbred Horsemen at Penn National Race Course expired on September 30, 2011 has been extended through February 29, 2012 pending continuing negotiations.
We have a collective bargaining agreement with Local 137 of the Sports Arena Employees at Penn National Race Course with respect to pari-mutuel clerks, admissions and Telebet personnel which expired on December 31, 2011 and will likely be extended pending negotiations.
We also have an agreement in place with Local 137 of the Sports Arena Employees with respect to pari-mutuel clerks and admission personnel at our OTWs, which expires on August 31, 2013.
Our agreement with the Maine Harness Horsemen Association at Bangor Raceway expired on December 31, 2011.
We anticipate having a new agreement in place prior to the commencement of live racing which will occur in May 2012.
Our agreement with the Ohio Harness Horsemen Association at Raceway Park expires on November 30, 2012.
In connection with the acquisition of Beulah Park, we have assumed the agreement with the Ohio Horsemen's Protective and Benevolent Association, which expires on November 30, 2012.
Rosecroft Raceway entered into agreements with the Cloverleaf Standardbred Owners Association and Maryland Standardbred Breeder's Association as of July 5, 2011.
Both of these agreements expire on December 31, 2022.
Across certain of our properties, the Seafarers Entertainment and Allied Trade Union represents approximately 1,860 of our employees under agreements that expire at various times between June 13 2012 and November 2020.
None of these particular unions represent more than 50 of our employees.
Available Information For more information about us, visit our website at www.
The contents of our website are not part of this Annual Report on Form 10-K.
Our electronic filings with the U.
Securities and Exchange Commission including all annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and any amendments to these reports , including the exhibits, are available free of charge through our website as soon as reasonably practicable after we electronically file them with or furnish them to the U.
Securities and Exchange Commission.
RISK FACTORS Risks Related to Our Business A substantial portion of our revenues is derived from our Charles Town, West Virginia and Lawrenceburg, Indiana facilities, which will face increased competitive pressures in the near term.
For the year ended December 31, 2011, approximately 37.
Our ability to meet our operating and debt service requirements is substantially dependent upon the continued success of these facilities.
If any of these events occur, our operating revenues and cash flow could decline significantly.
We expect to continue pursuing expansion opportunities, and we regularly evaluate opportunities for acquisition and development of new properties, which evaluations may include discussions and the review of confidential information after the execution of nondisclosure agreements with potential acquisition candidates, some of which may be potentially significant in relation to our size.
We could face significant challenges in managing and integrating our expanded or combined operations and any other properties we may develop or acquire, particularly in new competitive markets.
The integration of properties we may develop or acquire will require the dedication of management resources that may temporarily divert attention from our day-to-day business.
The process of integrating properties that we may acquire also could interrupt the activities of those businesses, which could have a material adverse effect on our business, financial condition and results of operations.
In addition, the development of new properties may involve construction, local opposition, regulatory, legal and competitive risks as well as the risks attendant to partnership deals on these development opportunities.
In particular, in projects where we team up with a joint venture partner, if we cannot reach agreement with such partners, or our relationships otherwise deteriorate, we could face significant increased costs and delays.
Local opposition can delay or increase the anticipated cost of a project.
Finally, given the competitive nature of these types of limited license opportunities, litigation is possible.
Management of new properties, especially in new geographic areas, may require that we increase our management resources.
We cannot assure you that we will be able to manage the combined operations effectively or realize any of the anticipated benefits of our acquisitions.
We also cannot assure you that if acquisitions are completed, that the acquired businesses will generate returns consistent with our expectations.
Our ability to achieve our objectives in connection with any acquisition we may consummate may be highly dependent on, among other things, our ability to retain the senior level property management teams of such acquisition candidates.
If, for any reason, we are unable to retain these management teams following such acquisitions or if we fail to attract new capable executives, our operations after consummation of such acquisitions could be materially adversely affected.
The occurrence of some or all of the above described events could have a material adverse effect on our business, financial condition and results of operations.
We may face risks related to our ability to receive regulatory approvals required to complete, or other delays or impediments to completing certain of our acquisitions.
Our growth is fueled, in part, by the acquisition of existing gaming, racing, and development properties.
In addition to standard closing conditions, our acquisitions are often conditioned on the receipt of regulatory approvals and other hurdles that create uncertainty and could increase costs, which could have a material adverse effect on our business, financial condition and results of operations.
We face risks related to the development and expansion of our properties.
We expect to use a portion of our cash on hand, cash flow from operations and available borrowings under our revolving credit facility for significant capital expenditures at certain of our properties.
Any proposed enhancement may require us to significantly increase the size of our existing work force at those properties.
We cannot be certain that management will be able to hire and retain a sufficient number of qualified employees to operate and manage these facilities at their optimal levels.
The failure to employ the necessary work force could adversely affect our operations and ultimately 15 harm profitability.
In addition, these enhancements could involve construction risks including cost over-runs and delays, market deterioration and timely receipt of required licenses, permits or authorizations.
Our failure to complete any new development or expansion project as planned, on schedule, within budget or in a manner that generates anticipated profits, could have a material adverse effect on our business, financial condition and results of operations.
We face a number of challenges prior to opening new or upgraded gaming facilities.
No assurance can be given that, when we endeavor to open new or upgraded gaming facilities, the expected timetables for opening such facilities will be met in light of the uncertainties inherent in the development of the regulatory framework, construction, the licensing process, legislative action and litigation.
We face significant competition from other gaming operations.
The gaming industry is characterized by a high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery and poker machines not located in casinos, Native American gaming, and other forms of gaming in the U.
Furthermore, competition from internet lotteries and other internet wagering gaming services, which allow their customers to wager on a wide variety of sporting events and play Las Vegas-style casino games from home, could divert customers from our properties and thus adversely affect our business.
Such internet wagering services are often illegal under federal law but operate from overseas locations, and are nevertheless sometimes accessible to domestic gamblers.
Currently, there are proposals that would legalize internet poker and other varieties of internet gaming in a number of states and at the federal level.
In a broader sense, our gaming operations face competition from all manner of leisure and entertainment activities, including: shopping; high school, collegiate and professional athletic events; television and movies; concerts and travel.
Legalized gaming is currently permitted in various forms throughout the U.
Other jurisdictions, including states adjacent to states in which we currently have facilities such as in Ohio and Maryland , have legalized, and are likely to fully implement, gaming in the near future.
In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or relocation of existing gaming operations.
New, relocated or expanded operations by other persons could increase competition for our gaming operations and could have a material adverse impact on us.
Gaming competition is intense in most of the markets where we operate.
There could be further competition in our markets as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes.
As competing properties and new markets are opened our operating results may be negatively impacted.
The competitive position of each of our casino properties is discussed in detail in the subsection entitled "Competition" of this Annual Report on Form 10-K.
We may face reductions in discretionary consumer spending as a result of an economic downturn.
Our net revenues are highly dependent upon the volume and spending levels of customers at our properties and as such our business has been adversely impacted by economic downturns.
Decreases in discretionary consumer spending brought about by weakened general economic conditions such as, but not limited to, high unemployment levels, low levels of consumer confidence, weakness in the housing market and increased stock market volatility may negatively impact our revenues and operating cash flow.
We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition.
From time to time, we are defendants in various lawsuits relating to matters incidental to our business.
The nature of our business subjects us to the risk of lawsuits filed by customers, past and present employees, competitors, business partners and others in the ordinary course of business.
As with all litigation, no assurance can be provided as to the outcome of these matters and, in general, litigation can be expensive and time consuming.
We may not be successful in these lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations see, for example, the lawsuits described in Item 3 below.
We face extensive regulation from gaming and other regulatory authorities.
As owners and managers of gaming and pari-mutuel wagering facilities, we are subject to extensive state, local and, in Canada, provincial regulation.
State, local and provincial authorities require us and our subsidiaries to demonstrate suitability to obtain and retain various licenses and require that we have registrations, permits and approvals to conduct gaming operations.
These regulatory authorities have broad discretion, and may, for any reason set forth in the applicable legislation, rules and regulations, limit, condition, suspend, fail to renew or revoke a license or registration to conduct gaming operations or prevent us from owning the securities of any of our gaming subsidiaries or prevent another person from owning an equity interest in us.
Like all gaming operators in the jurisdictions in which we operate, we must periodically apply to renew our gaming licenses or registrations and have the suitability of certain of our directors, officers and employees approved.
We cannot assure you that we will be able to obtain such renewals or approvals.
Regulatory authorities have input into our operations, for instance, hours of operation, location or relocation of a facility, and numbers and types of machines.
Regulators may also levy substantial fines against or seize our assets or the assets of our subsidiaries or the people involved in violating gaming laws or regulations.
Any of these events could have a material adverse effect on our business, financial condition and results of operations.
We have demonstrated suitability to obtain and have obtained all governmental licenses, registrations, permits and approvals necessary for us to operate our existing gaming and pari-mutuel facilities.
We cannot assure you that we will be able to retain them or demonstrate suitability to obtain any new licenses, registrations, permits or approvals.
In addition, the loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for a license in another jurisdiction.
As we expand our gaming operations in our existing jurisdictions or to new areas, we may have to meet additional suitability requirements and obtain additional licenses, registrations, permits and approvals from gaming authorities in these jurisdictions.
The approval process can be time-consuming and costly and we cannot be sure that we will be successful.
If a gaming authority requires a record or beneficial owner of our securities to file a suitability application, the owner must generally apply for a finding of suitability within 30 days or at an earlier time prescribed by the gaming authority.
The gaming authority has the power to investigate such an owner's suitability and the owner must pay all costs of the investigation.
If the owner is found unsuitable, then the owner may be required by law to dispose of our securities.
Potential changes in legislation and regulation of our operations.
Regulations governing the conduct of gaming activities and the obligations of gaming companies in any jurisdiction in which we have or in the future may have gaming operations are subject to change and could impose additional operating, financial or other burdens on the way we conduct our business.
Moreover, legislation to prohibit, limit, or add burdens to our business may be introduced in the future in states where gaming has been legalized.
In addition, from time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming operations or which may otherwise adversely impact our operations in the jurisdictions in which we operate.
Any expansion of gaming or restriction on or prohibition of our gaming operations or enactment of other adverse regulatory changes could have a material adverse effect on our operating results.
For example, in October 2005, the Illinois House of Representatives voted to approve proposed legislation that would eliminate riverboat gambling.
If the Illinois Senate had passed that bill, our business would have been materially impacted.
In addition, legislation banning smoking appears to be gaining momentum in a number of jurisdictions where we operate or seek to do business including passage in Illinois, Colorado and Pennsylvania in 2008.
If these bans continue to be enacted, our business could be adversely affected.
We believe that the prospect of significant revenue is one of the primary reasons that jurisdictions permit legalized gaming.
As a result, gaming companies are typically subject to significant revenue based taxes and fees in addition to normal federal, state, local and provincial income taxes, and such taxes and fees are subject to increase at any time.
We pay substantial taxes and fees with respect to our operations.
From time to time, federal, state, local and provincial legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry.
In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes.
It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration of such laws.
Such changes, if adopted, could have a material adverse effect on our business, financial condition and results of operations.
The large number of state and local governments with significant current or projected budget deficits makes it more likely that those governments that currently permit gaming will seek to fund such deficits with new or increased gaming taxes, and worsening economic conditions could intensify those efforts.
Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on our future financial results.
Compliance with other laws.
We are also subject to a variety of other rules and regulations, including zoning, environmental, construction and land-use laws and regulations governing the serving of alcoholic beverages.
If we are not in compliance with these laws, it could have a material adverse effect on our business, financial condition and results of operations.
We depend on our key personnel.
We are highly dependent on the services of Peter M.
Carlino, our Chairman and Chief Executive Officer, Timothy J.
Wilmott, our President and Chief Operating Officer, William J.
Clifford, our Senior Vice President-Finance and Chief Financial Officer, and other members of our senior management team.
Our ability to retain key personnel is affected by the competitiveness of our compensation packages and the other terms and conditions of employment, our continued ability to compete 18 effectively against other gaming companies and our growth prospects.
The loss of the services of any of these individuals could have a material adverse effect on our business, financial condition and results of operations.
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses and compliance risks.
Changing laws and regulations relating to corporate governance and public disclosure, including U.
Securities and Exchange Commission regulations, generally accepted accounting principles, and NASDAQ Global Select Market rules, are creating uncertainty for companies.
As a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
In addition, further regulation of financial institutions and public companies is possible.
This could result in continuing uncertainty and higher costs regarding compliance matters.
Due to our commitment to maintain high standards of compliance with laws and public disclosure, our efforts to comply with evolving laws, regulations and standards have resulted in and are likely to continue to result in increased general and administrative expense.
In addition, we are subject to different parties' interpretation of our compliance with these new and changing laws and regulations.
A failure to comply with any of these laws or regulations could have a materially adverse effect on us.
For instance, if our gaming authorities, the U.
Securities and Exchange Commission, our independent auditors or our shareholders and potential shareholders conclude that our compliance with the regulations is unsatisfactory, this may result in a negative public perception of us, subject us to increased regulatory scrutiny, monetary penalties or otherwise adversely affect us.
Inclement weather and other casualty events could seriously disrupt our business and have a material adverse effect on our financial condition and results of operations.
The operations of our facilities are subject to disruptions or reduced patronage as a result of severe weather conditions, natural disasters and other casualty events.
Because many of our gaming operations are located on or adjacent to bodies of water, these facilities are subject to risks in addition to those associated with land-based casinos, including loss of service due to casualty, forces of nature, mechanical failure, extended or extraordinary maintenance, flood, hurricane or other severe weather conditions.
For example, in late August 2005, we closed Hollywood Casino Bay St.
Louis in Bay St.
Louis, Mississippi, Boomtown Biloxi in Biloxi, Mississippi and Hollywood Casino Baton Rouge in Baton Rouge, Louisiana in anticipation of Hurricane Katrina.
Hollywood Casino Baton Rouge subsequently reopened on August 30, 2005.
However, due to the extensive damage sustained, operations at Boomtown Biloxi and Hollywood Casino Bay St.
Louis did not resume until June 29, 2006 and August 31, 2006, respectively.
Many of our casinos operate in areas which are subject to periodic flooding that has caused us to experience decreased attendance and increased operating expenses.
Any flood or other severe weather condition could lead to the loss of use of a casino facility for an extended period.
For instance, Hollywood Casino Tunica was closed from May 1, 2011 to May 25, 2011 due to flooding.
In terms of casualty events, on March 20, 2009, our Hollywood Casino Joliet was closed following a fire that started in the land-based pavilion at the facility.
On June 25, 2009, the casino barge reopened with temporary land-based facilities, and we began construction of a new land-based pavilion, which opened in late December 2010.
We maintain significant property insurance, including business interruption coverage, for these and other properties.
However, there can be no assurances that we will be fully or promptly compensated for losses at any of our facilities in the event of future hurricanes or casualty events.
If we are unable to renew these leases and agreements on satisfactory terms as they expire, our business may be disrupted and, in the event of disruptions in multiple jurisdictions, could have a material adverse effect on our financial condition and results of operations.
For example, in Iowa, each gaming license is issued jointly to a gaming operator and a local charitable sponsor.
Our gaming operator subsidiary in Iowa, Belle of Sioux City, L.
The Belle is currently negotiating with MRHD to enter into a new long-term agreement in connection with which it has offered to construct a new land-based facility to replace its current barge-based facility.
If the Belle does not reach a new agreement with MRHD, it will need to partner with another sponsor.
At this time, no assurance can be given that the Belle will be able to reach a new agreement with MRHD or, if such agreement is not reached, that it will be able to partner with another sponsor.
In addition, the Belle also has a docking lease with the City of Sioux City, scheduled to expire in January 2013, which permits it to dock its gaming vessel at its current location.
Its failure to renew this lease on acceptable terms could disrupt its operations and adversely affect our operating results.
Similarly, in the Province of Ontario, through CHC Casinos, our indirectly wholly-owned subsidiary, we manage Casino Rama, a full service gaming and entertainment facility, on behalf of the OLGC, an agency of the Province of Ontario.
Our current management agreement for Casino Rama, which initially expired in July 2011, has been twice extended to provide additional time for the bid process.
Our current extension expires on September 30, 2012.
No assurance can be given that we will be given additional extensions or that we may ultimately be selected as the new operator.
We are subject to environmental laws and potential exposure to environmental liabilities.
We are subject to various federal, state and local environmental laws and regulations that govern our operations, including emissions and discharges into the environment, and the handling and disposal of hazardous and nonhazardous substances and wastes.
Failure to comply with such laws and regulations could result in costs for corrective action, penalties or the imposition of other liabilities or restrictions.
From time to time, we have incurred and are incurring costs and obligations for correcting environmental noncompliance matters.
To date, none of these matters have had a material adverse effect on our business, financial condition or results of operations; however, there can be no assurance that such matters will not have such an effect in the future.
In addition, as we acquire properties, we may not know the full level of exposure that we may have undertaken despite appropriate due diligence.
We also are subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment.
Under certain of these laws and regulations, a current or previous owner or operator of property may be liable for the costs of remediating contaminated soil or groundwater on or from its property, without regard to whether the owner or operator knew of, or caused, the contamination, as well as incur liability to third parties impacted by such contamination.
The presence of contamination, or failure to remediate it properly, may adversely 20 affect our ability to use, sell or rent property.
Although we have not been named a potentially responsible party for this Superfund Site, it is possible that as a result of our ownership and operation of this property on which mining may have occurred in the past , we may incur costs related to this matter in the future.
Furthermore, we are aware that there is or may have been soil or groundwater contamination at certain of our properties such as Colorado and Ohio resulting from current or former operations.
These matters are in various stages of investigation, and we are not able at this time to estimate the costs that will be required to resolve them.
Additionally, certain of the gaming chips used at many gaming properties, including some of ours, have been found to contain some level of lead.
Analysis by third parties has indicated the normal handling of the chips does not create a health hazard.
We are in the process of evaluating our disposal alternatives.
To date, none of these matters or other matters arising under environmental laws has had a material adverse effect on our business, financial condition, or results of operations; however, there can be no assurance that such matters will not have such an effect in the future.
The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.
A majority of our revenues are attributable to slot machines operated by us at our gaming facilities.
It is important, for competitive reasons, that we offer the most popular and up to date slot machine games with the latest technology to our customers.
A substantial majority of the slot machines sold in the U.
In recent years, the prices of new slot machines have escalated faster than the rate of inflation.
Furthermore, in recent years, slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games, instead requiring participation lease arrangements in order to acquire the machines.
Participation slot machine leasing arrangements typically require the payment of a fixed daily rental.
Such agreements may also include a percentage payment of coin-in or net win.
Generally, a participation lease is substantially more expensive over the long term than the cost to purchase a new machine.
For competitive reasons, we may be forced to purchase new slot machines or enter into participation lease arrangements that are more expensive than our current costs associated with the continued operation of our existing slot machines.
If the newer slot machines do not result in sufficient incremental revenues to offset the increased investment and participation lease costs, it could hurt our profitability.
We depend on agreements with our horsemen and pari-mutuel clerks.
The Federal Interstate Horseracing Act of 1978, as amended, the West Virginia Racing Act and the Pennsylvania Racing Act require that, in order to simulcast races, we have written agreements with the horse owners and trainers at our West Virginia and Pennsylvania race tracks.
In addition, in order to operate gaming machines and table games in West Virginia, we are required to enter into written agreements regarding the proceeds of the gaming machines with a representative of a majority of the horse owners and trainers, a representative of a majority of the pari-mutuel clerks and a representative of a majority of the horse breeders.
Effective October 1, 2004, we signed an agreement with the Pennsylvania Thoroughbred Horsemen at Penn National Race Course that expired on September 30, 2011, but has been extended through February 29, 2012 pending continuing negotiations.
We have a collective bargaining agreement with Local 137 of the Sports Arena Employees at Penn National Race Course with respect to pari-mutuel clerks, admissions and Telebet personnel which expired on December 31, 2011 and will likely be extended pending negotiations.
We also have an agreement in place with Local 137 of the Sports Arena Employees with respect to pari-mutuel clerks and admission personnel at our OTWs, which expires on 21 August 31, 2013.
At Hollywood Casino at Charles Town Races, we have an agreement with the Charles Town Horsemen expiring on December 31, 2012, and an agreement with the breeders that expires on June 30, 2012.
The pari-mutuel clerks at Charles Town are represented under a collective bargaining agreement with the West Virginia Union of Mutuel Clerks, which expired on December 31, 2010 and has been informally extended on a month-to-month basis while negotiations are in process.
Our agreement with the Maine Harness Horsemen Association at Bangor Raceway expired on December 31, 2011.
We anticipate having a new agreement in place prior to the commencement of live racing which will occur in May 2012.
Our agreement with the Ohio Harness Horsemen Association at Raceway Park expires on November 30, 2012.
In connection with the acquisition of Beulah Park, we have assumed the agreement with the Ohio Horsemen's Protective and Benevolent Association which expires on November 30, 2012.
Rosecroft Raceway entered into agreements with the Cloverleaf Standardbred Owners Association and Maryland Standardbred Breeder's Association as of July 5, 2011.
Both of these agreements expire on December 31, 2022.
If we fail to maintain operative agreements with the horsemen at a track, we will not be permitted to conduct live racing and export and import simulcasting at that track and OTWs and, in West Virginia, we will not be permitted to operate our gaming machines and table games unless the state intervenes or changes the statute.
In addition, our simulcasting agreements are subject to the horsemen's approval.
If we fail to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse effect on our business, financial condition and results of operations.
Work stoppages, organizing drives and other labor problems could negatively impact our future profits.
Some of our employees are currently represented by labor unions.
A lengthy strike or other work stoppages at any of our casino properties or construction projects could have an adverse effect on our business and results of operations.
Given the large number of employees, labor unions are making a concerted effort to recruit more employees in the gaming industry.
In addition, organized labor may benefit from new legislation or legal interpretations by the current presidential administration.
Particularly, in light of current support for changes to federal and state labor laws, we cannot provide any assurance that we will not experience additional and more successful union organization activity in the future.
Risks Related to Our Capital Structure Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our debt.
Although we have lower debt leverage ratios than our domestic gaming competitors, we continue to have a significant amount of indebtedness.
Our substantial indebtedness could have important consequences to our financial health.
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Where can I park for Hollywood Casino Amphitheatre events?
There are three parking options for patrons going to the amphitheater.
Rockstar Parking is available for any events at the venue and offers an assigned parking lot, so you can arrive whenever you like.
Premium Parking is located at Gate 5 of the amphitheater and can only be accessed by those with a pass.
Premier Parking is available in the A1, A3 and A5 areas of the parking lot.
Passes for these parking spaces can be purchased in advance.
What are the food and beverage offerings inside the venue?
Hollywood Casino Amphitheatre concessions offer a wide variety of food and beverage choices within the venue.
Doghaus, Danny TreJo's Tacos and Chick-Fil-A are available in the Red Plaza.
If you're looking for something cold, head to Totally Twisted Soft Ice Cream.
Located in the Blue Plaza, it serves ice cream with or without alcoholic flavors.
You can also find a Kona Frozen Ice Snow Cones booth and a frozen drink concession.
Vendors in both plazas offer vegetarian fare.
What amenities and services are available for people with disabilities?
Hollywood Casino Amphitheatre offers a different kind of ticket for concertgoers with disabilities.
This ticket allows entry to accessible seating within the venue.
Accessible parking is located at the very front of the amphitheater near the box office.
While a state-issued plate is not required, disabled patrons are asked to come early to secure their parking spots.
Amphitheater management also offers a device for hearing-impaired guests.
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Can I get to the venue using public transportation?
Yes, you can take a Route 34 bus on the Earth City line.
Ask the driver to drop you off at the stop on Riverport Drive.
If you prefer to use a ride-sharing app, designated drop-off sites are located at various spots on the premises.
Are there hotels nearby?
Yes, there are 21 hotels surrounding the amphitheater.
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