Penn National Gaming Receives Notice from Nasdaq
November 13 2015 - 4:15PM
Business Wire
Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National
Gaming” or the “Company”) announced today that, as anticipated, it
received notice from The Nasdaq Stock Market (“Nasdaq”) that it is
not in compliance with Nasdaq Listing Rule 5250(c)(1) because the
Company has not timely filed its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2015 (the “Filing”) with the
Securities and Exchange Commission due to the Company’s previously
disclosed change in the classification of the Company’s Master
Lease (the “Master Lease”) with Gaming and Leisure Properties, Inc.
(“GLPI”) from an operating lease to a financing obligation. In
accordance with Nasdaq listing requirements, the Company has at
least 60 calendar days to submit a plan to regain compliance. The
Company expects to make the Filing by year-end thereby immediately
regaining compliance.
The Company noted that trading in its common stock is expected
to continue as usual during the period leading up to the Filing and
that it has been an issuer in good standing and has not previously
received a notice of non-compliance from Nasdaq during the 21 years
in which its stock has been traded on the Nasdaq Stock Market.
As announced on October 22, 2015, the change in classification
noted above will not affect the Company’s cash flows for all prior
and future periods. In addition, the restatement will have no
impact on the following indicators of the Company’s
performance:
- the Company’s cash position;
- the Company’s leverage ratios under its
senior credit facility and other debt instruments (as the terms of
those obligations require the Master Lease to be treated as an
operating lease regardless of the treatment required under
GAAP);
- the Company’s revenues; or
- the Company’s rental payments or other
obligations under the Master Lease.
Further, as announced October 28, 2015, Penn National Gaming
secured a waiver from its lenders under its senior secured credit
facility in connection with the change in the classification of the
Master Lease from an operating lease to a financing obligation,
which extends the period for the Company to file its financial
statements for the quarter ended September 30, 2015 to January 15,
2016. The Company also reported that it anticipates that, as a
result of this change in lease classification, it will report
additional liabilities of approximately $3.5 billion as of
September 30, 2015 which represents the present value of the future
minimum lease payments to GLPI under the Master Lease.
About Penn National Gaming
Penn National Gaming owns, operates or has ownership interests
in gaming and racing facilities and video gaming terminal
operations with a focus on slot machine entertainment. At September
30, 2015, the Company operated twenty-seven facilities in seventeen
jurisdictions, including Florida, Illinois, Indiana, Kansas, Maine,
Massachusetts, Maryland, Mississippi, Missouri, Nevada, New Jersey,
New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario.
At September 30, 2015, in aggregate, Penn National Gaming operated
approximately 34,000 gaming machines, 800 table games and 4,600
hotel rooms.
Forward-looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements can be identified by the use of forward
looking terminology such as “expects,” “believes,” “estimates,”
“projects,” “intends,” “plans,” “seeks,” “may,” “will,” “should” or
“anticipates” or the negative or other variations of these or
similar words. Although the Company believes that our expectations
are based on reasonable assumptions within the bounds of our
knowledge of our business, there can be no assurance that actual
results, including the impact of the restatement, will not differ
materially from our expectations. Meaningful factors that could
cause actual results to differ from expectations include, but are
not limited to, risks relating to the final impact of the
restatement on the Company’s financial statements; the impact of
the restatement on the Company’s evaluation of the effectiveness of
its internal control over financial reporting; delays in the
preparation of the financial statements; the risk that the Company
will not be able to file its periodic reports with the Securities
and Exchange Commission by the deadline imposed by the Nasdaq
listing requirements; the risk that additional information will
come to light during the course of the preparation of restated
financial statements that alters the scope or magnitude of the
restatement; potential reviews, litigation or other proceedings by
governmental authorities, stockholders or other parties; the risk
that the Company will be unable to obtain any required waivers
under the Company’s note indenture with respect to a significant
delay in filing periodic reports with the Securities and Exchange
Commission; risks relating to our liquidity and ability to raise
capital; risks related to the impact on the restatement on the
Company’s reputation, development projects, joint ventures and
other commercial contracts; and other factors as discussed in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2014, subsequent Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, each as filed
with the United States Securities and Exchange Commission. The
Company does not intend to update publicly any forward-looking
statements except as required by law. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed
in this press release may not occur.
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version on businesswire.com: http://www.businesswire.com/news/home/20151113005705/en/
Penn National Gaming, Inc.Saul V. ReibsteinChief Financial
Officer610/401-2049orJCIRJoseph N. Jaffoni, Richard
Land212/835-8500 or penn@jcir.com
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