Notes
Slide Show
Outline
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Safe Harbor
  • This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Actual results may vary materially from expectations. Meaningful factors which could cause actual results to differ from expectations include, but are not limited to, risks related to the following: the passage of state, federal or local legislation that would expand, restrict, further tax or prevent gaming operations in the jurisdictions in which we do business; our ability to successfully complete the proposed acquisition of Argosy Gaming Company and to successfully integrate its operations; the activities of our competitors; increases in our effective rate of taxation at any of our properties or at the corporate level; successful completion of capital projects at our gaming and pari-mutuel facilities; the existence of attractive acquisition candidates and the costs and risks involved in the pursuit of those acquisitions; our ability to maintain regulatory approvals for our existing businesses and to receive regulatory approvals for our new businesses (including without limitation the issuance of final operators’ licenses in Maine and Pennsylvania); delays in the process of finalizing gaming regulations and the establishment of related governmental infrastructure in Pennsylvania and Maine; the maintenance of agreements with our horsemen and pari-mutuel clerks; our dependence on key personnel; the impact of terrorism and other international hostilities; the availability and cost of financing; the outcome and financial impact from the event of default under the indentures governing the Hollywood Casino Shreveport notes and other factors as discussed in the Company's filings with the United States Securities and Exchange Commission. In addition, consummation of Penn National’s acquisition of Argosy Gaming is subject to several conditions including the approval of various governmental entities, including certain gaming regulatory authorities to which the Companies are subject.  Furthermore, the Company does not intend to update publicly any forward-looking statements except as required by law.  The cautionary advice in this paragraph is permitted by the Private Securities Litigation Reform Act of 1995.


  • This presentation includes “Non-GAAP financial measures” within the meaning of SEC Regulation G.  A reconciliation of all Non-GAAP financial measures to the most directly comparable financial measure calculated and presented in accordance with GAAP can be found at www.pngaming.com, in the Recent News section.
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Company Profile
  • Fast Growing Company







  • Diversified Regional Operator
    •  16 properties
    •  11 jurisdictions
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Growth History
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Growth Strategies
  •   Acquisition
    •   Fair multiple
    •   Increasing jurisdictional diversification


  •   Organic Expansion Opportunities
    •   Lower-penetrated, higher-growth markets

  •   Same Store Sales Growth
    •   Installing quality management teams that are independently
    •   proficient at operating their business
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Proven Acquisition History
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Transaction Overview
  • Transaction value of $2.2 billion


    • Aggregate $1.4 billion in total equity consideration
  •   $47.00 per share in cash
    • Repay $805 million of Argosy’s outstanding indebtedness

  •  TTM transaction EBITDA multiple of 8.2x


  •  Bank syndication in progress


  •  Expected closing:  3rd Quarter ’05


  •  Expected to be immediately accretive to EPS upon closing


    • Guidance to be updated after acquisition
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Transaction Benefits
  • Creates nation’s third largest casino operator
    • In excess of $2 billion in pro forma annual revenues
    • In excess of $550 million in LTM EBITDA (includes $20 million in corporate synergies)
    • Significant near-term growth prospects at both entities
    •      Regional properties operationally similar to PENN’s existing portfolio
    • Expansion into three new jurisdictions
    • Indiana, Missouri, Iowa
    • Further diversifies cash flows
    • No single property will account for more than 25% of revenue
    • No single property will account for more than 25% of EBITDA


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Sources and Uses
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Capitalization
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Credit Profile



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Revenue Diversification
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Internal Expansion Opportunities

  •    Targeted expansion criteria


    •    Lower-penetrated, higher-growth markets
    •    Limited competition jurisdictions


  •    Five compelling investment
  •    opportunities over the next two years
    •    Three at Penn and two at Argosy
        •   Penn National Race Course
        •   Bangor Historic Track
        •   Charles Town Races and Slots
        •   Argosy Casino - Riverside
        •   Argosy Casino - Lawrenceburg

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Lawrenceburg Project
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"Project Overview"
    • Project Overview


    • Construction of hotel and improved casino amenities


    • Estimated cost: $75 million
      • Approximately $11 million spent in 2004


    • Hotel to include 250 rooms with expected completion in Late 2007


    • Adding 650 incremental parking spaces in structured facility expected to open in early 2006
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Hollywood Bangor
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Hollywood Grantville
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Disciplined CAPEX Spending
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Focus on Free Cash Flow
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Over 1.1 million Customers
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