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PENN Entertainment Inc
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Earnings Call Transcript

Earnings Call Transcript
2018-Q2

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Operator

Welcome to the Penn National Gaming Second Quarter Conference Call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session.

I would now like to turn the conference over to Mr. Joe Jaffoni, Investor Relations. Please go ahead, sir.

J
Joseph N. Jaffoni
Jaffoni & Collins LP

Thank you, Solaire, and good morning, everyone, and thank you for joining Penn National Gaming's 2018 Second Quarter Conference Call. We'll get to management's presentation and comments momentarily as well as your questions and answers, but first, I'll read the Safe Harbor disclosure.

In addition to historical facts or statements of current conditions, today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These statements can be identified by the use of forward-looking terminologies 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 or by discussions of future events, strategies or risks and uncertainties, including future plans, strategies, performance, developments, acquisitions, capital expenditures and operating results.

Such forward-looking statements reflect the company's current expectations and beliefs, but are not guarantees of future performance. As such, actual results may vary materially from expectations. The risks and uncertainties associated with the forward-looking statements are described in today's news announcement and in the company's filings with the Securities and Exchange Commission, including the company's reports on Form 10-K and Form 10-Q. Penn National assumes no obligation to publicly update or revise any forward-looking statements.

Today's call and webcast will include non-GAAP financial measures within the meaning of SEC Regulation G. When required, 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 in today's press release as well as on the company's website.

With that, it's now my pleasure to turn the call over the company's CEO, Tim Wilmott. Tim?

T
Timothy J. Wilmott
Penn National Gaming, Inc.

Thank you, Joe, and good morning, all, to Penn's second quarter 2018 earnings conference call. After my comments, two of my colleagues will follow me. First will be the President and Chief Operating Officer, Jay Snowden; and then following Jay will be our Chief Financial Officer, BJ Fair.

But to get started, let me first cover the operating performance in the second quarter that we just reported this morning. Pleased to report that we exceeded our EBITDA guidance by over $4 million in the second quarter. Jay will get into it in a little further detail, but we had in over three-fifths of our businesses same-store sales growth.

The program we articulated in the second half of 2017, our margin improvement program, delivered basis point year-over-year improvement in EBITDA margin of 133 bps. And with this free cash flow, traditional debt was reduced by $120 million, and our rent-adjusted leverage at the end of the second quarter is 5.2 times.

Next, I'd like to touch on a bit of where we are with the Pinnacle acquisition. And I'm pleased to report that we continue to receive regulatory approvals in accordance with our expected time frames, and we now anticipate our closing of this transaction to occur in early fourth quarter of this year.

We've done a lot of good integration planning, and that continues to progress very well. We have really defined what the corporate structure is going to look like here in Wyomissing and at the service center in Las Vegas, and we maintain a high level of confidence in the $100 million of cost synergies that we've previously articulated as one of the rationales for this transaction. And to remind everyone, we continue to believe 50% of these synergies will be realized in year one and 50% in year two.

I'd like to touch on other development activities as well in the second quarter, and I'm pleased to report that in June, we announced our intention to, along with our new landlord, VICI, purchase the Margaritaville Casino in Bossier City, Louisiana. Our piece of it is $115 million. Combined with the Pinnacle transaction with their Boomtown property in that market, that will give us two properties in Northwest Louisiana.

We anticipate to close on the Margaritaville transaction in the fourth quarter, but post Pinnacle. Again, I mentioned our landlord will be VICI, and as we looked at the EBITDA on that business, as we previously mentioned, the $115 million acquisition represents about a 5.5 times multiple. And with synergies, we believe we'll be able to get that multiple under 5 times over a couple year period.

I also want to touch on our progress being made on our Category 4 licenses here in the state of Pennsylvania. We are working on both of these locations, first in York County. We received a 60-day extension from the Pennsylvania Gaming Control Board and are working on finalizing our sites in York County, and we're near the finish line and we'll be ready to submit the details of our development application in early September.

And then shortly thereafter, in Southern Berks County, we'll be able to submit our detail plans. We're still looking at a number of different sites there as well to finalize those two developments. And as I've said in previous quarters, we maintain a high level of confidence that we're going to get good levels of return on our invested capital at these locations. To remind everyone, they can have up to 750 slot machines and 40 table games in total in both of these locations.

Next, I'd like to touch on where we are given the ruling that occurred on May 14 with the U.S. Supreme Court ruling that the federal legislation prohibiting the expansion of sports betting is no longer constitutional. We are actively working in Mississippi, West Virginia and in Pennsylvania to hopefully get up by football season our sports betting operations there. I have a high degree of confidence that in West Virginia and Mississippi, we'll be ready for football season, and possibly in Pennsylvania as well.

We continue to have discussions with other states that are considering sports betting legislation, and are pleased in trying to promote what Mississippi and West Virginia did with their models and how they've introduced sports betting in these two states as models for other states to consider as well.

And finally, we also submitted an online gaming application for the state of Pennsylvania and we'll be ready to launch we believe in early 2019. Despite the high tax rate on the slot revenues, we believe we can create a viable business here and learn a lot about how online commercial gaming will take place, because we firmly believe this is going to be something over the next five to seven years that other states will entertain as well. And we're excited about getting into this business in Pennsylvania and continue to figure out how we can leverage this strategic opportunity long-term.

With that, I'd like to now turn it over to Jay Snowden, our President and Chief Operating Officer. Jay?

J
Jay A. Snowden
Penn National Gaming, Inc.

Thanks, Tim. Good morning, everyone. We're pleased to report another quarter of solid top- and bottom-line results at Penn. Nearly two-thirds of our properties grew net revenues year-over-year, resulting in enterprise-wide same-store sales growth of over 2%, our second strongest quarter in over the last five years.

We delivered record EBITDA margins of nearly 30% in the second quarter, as over three-quarters of our businesses improved year-over-year. When you combine our first half actual results with our second half guidance, we anticipate delivering EBITDA margins of slightly over 29% in 2018, a year-over-year improvement of 115 basis points.

Economic trends in the U.S. continue to be very encouraging, with employment and consumer confidence results being the strongest that we've seen in decades.

Shifting to our property results, we had a very encouraging quarter in the West, with record results at M Resort, Tropicana and Zia Park in New Mexico. Throughout the quarter, we continued to refine our marketing strategies and identify unprofitable spend at all three of these properties which ultimately resulted in lower-than-forecasted revenues but higher-than-expected EBITDA and margins.

And our first quarter momentum in Ohio, Massachusetts and Missouri carried through to the second quarter as solid top line growth flowed through to EBITDA at over 100% on a combined basis at these properties.

Our database trends across the company in the second quarter largely mirrored those of the first quarter. We had robust results at the high end both in visitation as well as spend per visit, combined with solid low-single digit growth in our mid-worth rated as well as our unrated segments on a year-over-year basis.

Transitioning to the Pinnacle integration activity, we have made significant progress since our last earnings call in April. We have finalized our post-close corporate organizational structure, as Tim mentioned, and we really could not be happier with the talented roster that we've assembled.

We also have identified a number of new shared service functions that will continue to drive improved service and efficiencies throughout the combined company. That, in conjunction with implementing property best practices from both companies has us feeling very confident about our ability to achieve our cost and revenue synergy targets over the two years following the close of the transaction.

So with that, I'll turn it over to BJ.

W
William J. Fair
Penn National Gaming, Inc.

Thanks, Jay, and good morning. I have a very brief presentation this morning to present our third quarter and revised 2018 financial guidance.

Our revised guidance and underlying assumptions are found on pages 5 and 6 of the press release. Although we are anticipating to close the Pinnacle and Margaritaville transactions in Q4, our guidance remains as Penn stand-alone guidance. The guidance does not include any estimates for the combined companies.

With that, our revised revenue guidance for the full year is $3.219 billion. $807 million is anticipated in the third quarter. Our adjusted EBITDA is $936 million for the full year, $232 million for the third quarter. To be clear, we are holding our adjusted EBITDA guidance for the second half of the year constant and including the $4.4 million beat realized in Q2.

Adjusted EBITDA after master lease payments will be $475 million, with $116 million estimated in Q3. Maintenance CapEx remains at approximately $104 million for the year. Approximately $45 million is expected in Q3. Master lease rent payments continue to be forecasted at $462 million; $116 million incurred in Q3. As of 6/30/2018, our master lease rent coverage was 1.89.

As we said last quarter, we anticipate to incur the full escalator at the end of our lease year which will be in October, resulting in an increase in FY 2018 of $900,000. This will be more than offset by the 5-year rent reset that also takes effect at the end of this lease year which will result in a $1.9 million reduction for the two months in FY 2018.

We have increased our estimate for cash taxes for the year to $33 million, $15 million expected in the third quarter. Cash interest on traditional debt is estimated at $58 million. $21 million will be in the third quarter.

Free cash flow generation for the year is estimated at $280 million, and net free cash flow after mandatory payments is expected to be $242 million. Cash on hand as of 6/30/2018 was $201 million, and as usual, all of our debt covenants will be comfortably met.

As a final note, I wanted to reiterate Tim's earlier comment on the $120 million of traditional debt we repaid during the quarter. Debt reduction has been a primary focus of the company. Our gross leverage inclusive of our master lease obligations has been reduced to 5.21 times EBITDA, and the net leverage to below 5 times.

Our net leverage inclusive of the master lease obligations will be approximately 5.7 times post the Pinnacle transaction, and we anticipate to be within our gross leverage objective of 5.0 times to 5.5 times by the end of 2019, inclusive of both the Pinnacle and Margaritaville transactions.

We remain steadfast to debt reduction, which we believe strengthens our ability to take advantage of opportunities to enhance shareholder value as we identify them.

And with that, I'll turn it back to Tim.

T
Timothy J. Wilmott
Penn National Gaming, Inc.

Thanks, BJ. Operator, we're now ready to take any questions from the audience.

Operator

Thank you. One moment please for the first question. And now our first question comes from the line of Steve Wieczynski with Stifel, Nicolaus. Please proceed with your question.

S
Steven Moyer Wieczynski
Stifel, Nicolaus & Co., Inc.

Yeah, hey, guys. Good morning. So when we look at the margin improvement in the quarter, it was pretty impressive pretty much across the board for you guys, but the South and the West region clearly stood out. I know, Jay, you talked about the M and Trop and Zia Park, and those were the drivers there. But I guess the question is given your changes to marketing at those properties, I guess when you look at it across the rest of your portfolio, are there other opportunities out there to make similar changes that you did in the West? And if so, have you incorporated the potential revenue headwinds in your guidance?

J
Jay A. Snowden
Penn National Gaming, Inc.

Steve, good question. I would answer that by saying that the opportunities to refine our marketing spend in Las Vegas were greater than they were in some of the other marketplaces, particularly at the Tropicana. Now that we've had that asset under our control for the last several years, we just get smarter I think as the quarters march on and you learn from prior year mistakes.

And so I wouldn't necessarily extrapolate from the West results that you could apply the same margin improvements to the rest of the portfolio, though we continue to learn across all of our properties and apply those learnings across the rest of the enterprise. So we feel as though our guidance does include what we presume we can execute on for the remainder of the year.

And look, we're going to end 2018 if we hit guidance the remainder of the year with EBITDA margins just north of 29%, which ultimately, when we'd shared our plan back in October, the margin improvement plan, we thought we would get there by 2019. So we just continue to accelerate a lot of what we had planned to do in 2019 into 2018. And we hope to be able to get to our 2020 goal sometime in 2019 as we continue to move forward some of these initiatives.

S
Steven Moyer Wieczynski
Stifel, Nicolaus & Co., Inc.

Okay. Got you. Thanks, Jay. And then second, I don't know if you talked about it or called out July trends, or you can talk about those. Have you seen any changes there from what you saw in the second quarter? But there's also been some weather, specifically over the last week or so, up and down the East Coast and have you seen any material impact from those storms?

J
Jay A. Snowden
Penn National Gaming, Inc.

Nothing worth noting from a material perspective, Steve. June was robust. July looks probably more like some combination of April, May and June when you put them together. It doesn't really stand out one way or the other. Fourth of July was kind of a funky orientation this year on a Wednesday. So we didn't see the same volumes over the Fourth of July weekend. But other than that, we don't see anything unique with July trends versus what we've seen year-to-date.

S
Steven Moyer Wieczynski
Stifel, Nicolaus & Co., Inc.

And non-rated play in the quarter was still pretty healthy, Jay?

J
Jay A. Snowden
Penn National Gaming, Inc.

It was. I mentioned that in my comments that we saw a low-single digit growth in our mid-worth rated as well as our unrated trends, which is something that we always keep a close eye on. I think it's a good indication of the general health of the consumer.

S
Steven Moyer Wieczynski
Stifel, Nicolaus & Co., Inc.

Okay. Got you. Thanks, guys. Appreciate it.

T
Timothy J. Wilmott
Penn National Gaming, Inc.

Thanks, Steve.

Operator

Our next question comes from the line of Carlo Santarelli with Deutsche Bank. Please proceed with your question.

C
Carlo Santarelli
Deutsche Bank Securities, Inc.

Hey, guys. Good morning, and thanks. Just maybe this is best for BJ. BJ, just in terms of looking at the second half guidance, more so on the revenue, also to an extent though on the EBITDA guidance for the second half. Relative to the first half, could you talk a little bit about the impact that the removal of Casino Rama has on the optics of first half versus second half?

W
William J. Fair
Penn National Gaming, Inc.

There was clearly, as we talked about in the last quarter, we had the rev rec, which was the first time it kind of flowed through. And in our press release, we have a taking out of what the results would look like without that rev rec impact. The impact has been sizable with respect to the number of – the margins that we had had if we'd take out Rama in the first quarter. There was a very slight couple of, call it 15 days of Rama that was in the third quarter that was included in our guidance as well. But taking that out, you're going to see in the second half, really, what is a more true EBITDA margins as compared to any impacts that we had on the rev rec.

T
Timothy J. Wilmott
Penn National Gaming, Inc.

Also, Carlo, we had for almost five months in the first half of 2018, that same treatment with the Jamul operation as well. It's not reflected in the second half of 2018.

J
Jay A. Snowden
Penn National Gaming, Inc.

I would just add one last comment, Carlo, that if you look at – when you take out the impact of Casino Rama and Jamul for the second half of the year, we're still anticipating same-store sales growth in that sort of low one-plus percent range. So there really isn't any noise in our assumptions that we'll continue to see same-store sales growth for the remainder of the year.

W
William J. Fair
Penn National Gaming, Inc.

And to go back, we also had – in the Q1 and Q2 forecast we had those assumptions that were working in our margin estimates as well which has a rev rec impact.

C
Carlo Santarelli
Deutsche Bank Securities, Inc.

Got it. Great guys. That was helpful. And then just, BJ, on the commentary, I know in the release you guys noted the $1.9 million of rent savings effective November 1. You mentioned that you're anticipating a $900,000 escalator in October. So should we think about that as the net effect of that? You're going to get a $1.9 million reduction, and then you'll get the – from the rent reset of the 5 year anniversary, but then the existing portfolio sees a $900,000 – is that an increase? Is that the right way to think about it?

W
William J. Fair
Penn National Gaming, Inc.

That's correct. That's correct.

C
Carlo Santarelli
Deutsche Bank Securities, Inc.

Great. Thanks, guys.

W
William J. Fair
Penn National Gaming, Inc.

The annual escalation occurs, and then we've got the rent reset which is offsetting that.

C
Carlo Santarelli
Deutsche Bank Securities, Inc.

I'm sorry, and the $900,000 is the entirety of the annual rent escalation, correct?

W
William J. Fair
Penn National Gaming, Inc.

That's – the rent escalation that will impact us in the two months. So all of the – both the $1.9 million and the $900,000 are only reflective of the November and December time frames.

C
Carlo Santarelli
Deutsche Bank Securities, Inc.

Excellent. Thanks, guys.

Operator

Our next question comes from the line of Felicia Hendrix with Barclays. Please proceed with your question.

F
Felicia Hendrix
Barclays Capital, Inc.

Hi. Good morning. Thank you. Jay, I was just wondering if you could just get a little more granular on your revenue guidance. It sounds definitely more strategic than structural. But I was just wondering if you could get more specific about what changed since your prior guidance, and structurally how you're thinking about the top line?

J
Jay A. Snowden
Penn National Gaming, Inc.

Yeah. It really is, Felicia, as we continue to look at these margin improvement initiative opportunities, we're continuing to find ways to refine our marketing strategy. Some of that is sort of retail spend, and it's really pronounced at the low-end worth segments of the database where we've been sort of weaning people off higher reinvestment. We continue to do that, and we're happy with the results.

As an example, you may have a customer at the low end of your database that, with reinvestment, comes three times a month, and with no reinvestment comes twice a month, but you look at the profitability of the two visits versus the three, and you see there's more EBITDA there. So those are the kind of changes that we continue to make to our marketing strategies. And they're more pronounced in some regions versus others.

We had terrific success in the West this last quarter, and we're testing a variety of things across the rest of portfolio in other geographies. But that's really what you're seeing not just in our results, but in our guidance as well. The focus is really on maximizing EBITDA and eliminating some of the low- to no-profit revenues that we may have been seeing in the past.

F
Felicia Hendrix
Barclays Capital, Inc.

And I'm sure it's an ongoing process, and your margin enhancement program, it takes you through 2020. But is that – as we think about revenue growth 2019 over 2018, should we kind of consider that as well?

J
Jay A. Snowden
Penn National Gaming, Inc.

I think so. I think that we're going to continue to – I think assuming that the macroeconomic indicators are stable, we anticipate low single digits, same-store sales growth like we were seeing the second half of 2017 and throughout 2018, certainly implied in the second half of 2018 guidance. I don't see any reason why we wouldn't expect the same in 2019.

F
Felicia Hendrix
Barclays Capital, Inc.

Okay. Thanks. And then you guys had mentioned the success seeing same-store sales increases in two-thirds of your properties. For the segment of your portfolio that did not see same-store sales increases, can you just talk about that for a moment?

J
Jay A. Snowden
Penn National Gaming, Inc.

Yeah. You know some markets were challenged from an overall top line perspective, Tunica, Mississippi stands out obviously. Gulf Coast is a bit of a mixed bag, healthier in Bay St. Louis for us than Biloxi. And then the state of Illinois as the BGTs at bars and taverns continue to grow, and granted, we are involved in that business with our Prairie State Gaming business, but nonetheless, we are seeing that from a brick-and-mortar perspective, top line is challenged. And we're not the only ones when you look at Illinois results. But it's primarily Mississippi and Illinois where we're seeing some softness and not the same same-store sales growth story as compared to the rest of the portfolio.

F
Felicia Hendrix
Barclays Capital, Inc.

Great. And then just in that line, thinking just West Virginia, it seems like the MGM cannibalization is now behind that property. Is that the right way to think about it?

J
Jay A. Snowden
Penn National Gaming, Inc.

I'd like to believe so, though MGM did just expand their gaming floor, and Maryland Live, our other key competitor in the marketplace there, Washington D.C.; Baltimore MSA just added a 300-room tower about a month and a half ago. So we'll continue to see. We had a very strong June at Charles Town. May was soft, and so we're bouncing around a bit still, and I'd like to believe that we've completely stabilized. But I think we need to see some additional quarters post some of the expansion efforts at MGM and Maryland Live before I can say that.

F
Felicia Hendrix
Barclays Capital, Inc.

That's fair. Thanks so much.

Operator

Our next question comes from the line of David Katz with Jefferies. Please proceed with your question.

D
David Katz
Jefferies LLC

Hi. Good morning, everyone. Congrats on a great quarter. And so many opportunities for growth going on, but I wanted to ask about the Las Vegas strategy, and specifically the Trop in particular. How would you update us on how that strategy is working in terms of sending regional database customers into the Las Vegas property?

And what measurements or updates can you give us in terms of how that progress is going? I do understand that there was some margin improvement at the property, and that's great. But I was looking for something a bit more specific.

J
Jay A. Snowden
Penn National Gaming, Inc.

Sure, David. Look, we continue to make adjustments to our overall hotel mix at Tropicana on the Strip, and RevPAR results were very strong, mid-single digit for us in the second quarter. And so in some cases we may have erred on the side of maybe going lower in the database to get gaming customers in, and we're finding that there's a point of diminishing returns. And so you really want to stay focused on your mid-worth segment and of course your high-end VIP customers in sending them to Tropicana because they're more valuable than any other hotel segment.

But we are seeing that Leisure and Transient and Group and Convention business demand continues to be strong. And so we're continuing to tweak the mix, but we feel like we're on a path toward higher profitability now with some of those changes that we've made.

T
Timothy J. Wilmott
Penn National Gaming, Inc.

David, this is Tim. The only other thing I'll add to Jay's comments, we had previously said that our focus right now in 2018 is really to make sure we successfully closed and integrate the Pinnacle business and that the previously referred to expansion plans at Tropicana won't be addressed at the earliest 2019. And that continues to remain our thoughts.

We want to integrate their My Choice program into Marquee Rewards, and with that combination we'll have about 5 million active gamers between the two companies being put together. And that will continue to fuel Las Vegas with their customers now being made offers to Tropicana as well. And all that needs a couple quarters, maybe more than a couple quarters, to see how the response is from the Pinnacle customers with the Tropicana experience on the Strip before we more long term think about spending further capital there.

D
David Katz
Jefferies LLC

Perfect. Thank you very much.

Operator

Our next question comes from the line of Chad Beynon with Macquarie. Please proceed with your question.

C
Chad Beynon
Macquarie Capital (NYSE:USA), Inc.

Hi. Good morning. Thanks for taking my question. Wanted to start with the announcement of the Margaritaville acquisition. Obviously the multiple pre-synergy is well below where you're trading and where a lot of the other assets are trading. And you also noted that there will be additional synergies when the Pinnacle acquisition closes. Can you elaborate a little bit more in terms of your ability to do these tuck-ins while the Pinnacle transaction is still pending? And then even after that what your strategy would be if there's still a number of these tuck-ins that you believe you can acquire at multiples at such low valuations? Thanks.

T
Timothy J. Wilmott
Penn National Gaming, Inc.

Well Chad, we certainly as BJ referred to regarding to our de-levering in the second quarter, and even as we've structured the Pinnacle transaction with the cash and currency consideration, we're going to have a balance sheet that's going to give us the opportunity to continue to do these type of tuck-in acquisitions. And we'll continue to be very opportunistic.

We had an opportunity here to get here at a very attractive multiple. There are other opportunities out there that we're currently exploring, some of which we'll pass on because we think the price is too high. Other's we'll try to pursue to the finish line. It's tough to predict how they'll eventually turn out. But we look at everything, and we continue to be very disciplined. When we think prices are too high, we'll move on. And we think we can get something at a multiple that's accretive to our current story, we'll pursue to the finish line like we did with Margaritaville.

So there are a lot of assets out there that are being explored from a sales standpoint, and we are looking at all of those right now. Difficult to predict what's eventually going to happen, but I can tell our investors that we're not going to extend ourselves just to continue to do acquisitions. It'll continue to be a very disciplined approach.

C
Chad Beynon
Macquarie Capital (NYSE:USA), Inc.

Okay. Great. Thanks. And then switching over to sports, you mentioned that you plan to be live in West Virginia and Mississippi by football season. It's been about a month where you can see some of the due diligence on some of the operators in New Jersey. Anything kind of changed in terms of how you view this? Do you still expect it to be really just a driver of visitation and some of the amenities?

And then secondarily, on sports, any update in terms of your position with the Freehold JV that you have in New Jersey which is now legal with sports betting? Thank you.

T
Timothy J. Wilmott
Penn National Gaming, Inc.

I'll let BJ cover the Freehold question, but given the reasonable economic models that West Virginia and Mississippi put forth, we're going to make modest EBITDA in our Mississippi locations and West Virginia locations. I'm excited about West Virginia and the Washington D.C. market, given the fact that we're going to have a head start over Maryland to give us an opportunity to have that product offering in the Washington D.C. market.

And clearly, it will drive increased visitation to the property and we will see increased food and beverage volumes. We'll probably see increased demand in hotel room nights, and we typically see increased table drop as well with the sports players. So we're excited about the opportunities, and we're very pleased with the two states and how they enable the legislation and the models they created for us to take advantage of. So it's something, as I said before in my previous comments, we're going to continue to promote with other states.

Mississippi and West Virginia got it right, and to look at those two states as models for further expansion of our sports betting opportunities, given the fact that with the Pinnacle transaction closing, we'll be in 18 states and have one of the leading footprints of distribution to take advantage of the proliferation of sports betting over the next three to five years.

BJ, why don't you cover the Freehold question?

W
William J. Fair
Penn National Gaming, Inc.

Yeah, and Chad, with Freehold, we've been discussing with our partners on that possibility, and I think they echo the same sentiments that we have, which are we're very anxious to get going. We are working with them right now on the exact format and structure that we'll bring about it, but I think that we're definitely looking to be able to try to work with our partnership to bring that about as quickly as possible.

C
Chad Beynon
Macquarie Capital (NYSE:USA), Inc.

Okay. Thanks, BJ. Thanks, Tim.

Operator

And our next question comes from the line of John DeCree with Union Gaming Group. Please proceed with your question.

J
John DeCree
Union Gaming Research LLC

Good morning, everyone. Thanks for all the color so far. Just had a quick question on Pennsylvania and your development opportunities there. I think you mentioned in September you would be submitting your first development plans. And it might be a little too early, but was wondering if you could talk about what a timeline might look like from there from when you might put shovels in the ground and get something open, kind of a high level, and how you're thinking about capital spend for those two opportunities?

T
Timothy J. Wilmott
Penn National Gaming, Inc.

John, we're still looking at a couple different locations and a couple different development options. I think we're looking at a time period that's at least 18 months from today in terms of when these could potentially get opened at the earliest. And the level of investment is still being finalized for both of these. But as we're looking at a very high level, we're going to get, as I said, good returns on our invested capital north of 15% cash-on-cash in both cases. So we'll provide a lot more clarity within the next 60 days on York, and then shortly thereafter on Southern Berks County on these developments, and we'll have a lot more to speak about when we're on our third quarter call in about three months from now.

J
John DeCree
Union Gaming Research LLC

Got it. That's helpful. If I could kind of stick with the capital investment question, when you think about getting sports books up and running in West Virginia, Mississippi and doing something online in Pennsylvania, is there a material investment that you would forecast there? Or would that kind of all maybe get grouped into maintenance spending over the next kind of 6 months or so?

T
Timothy J. Wilmott
Penn National Gaming, Inc.

Yeah. We think it's going to be more maintenance capital like. We're not going to make any huge investments in large-scale sports book facilities, race book facilities. I mean, they'll be nice. They'll be entertaining. They'll have all the different functionality that you need to run a race and sports book, but we're not talking about major allocations of capital to take advantage of these opportunities.

J
John DeCree
Union Gaming Research LLC

Okay. Great. Thanks for the questions, Tim, and congratulations again on a solid quarter.

T
Timothy J. Wilmott
Penn National Gaming, Inc.

Thanks, John.

Operator

Our next question comes from the line of Joseph Greff with JPMorgan. Please proceed with your question.

D
Daniel Politzer
JPMorgan Securities LLC

Hey, guys. Good morning. This is actually Dan on for Joe. So couple questions. First, your second half EBITDA guidance implies 5% growth. Can you talk about some of the markets where you see the greatest opportunity or margin upside?

J
Jay A. Snowden
Penn National Gaming, Inc.

Sure, Dan. I would say it's the typical markets that we highlight on these calls. We continue to see great growth potential of all four of our businesses in Ohio, Massachusetts. Plainridge Park continues to deliver top line and even more impactful bottom line growth for us. Las Vegas and New Mexico, as I mentioned earlier, are markets that are performing very well right now both at the macro level as well as at the business level. And in Missouri we've been on a good run in Kansas City, and St. Louis, our margins continue to get better as well. So I would highlight those as the primary.

D
Daniel Politzer
JPMorgan Securities LLC

Thanks. And then just one more. On the $100 million of cost synergies you guys have outlined, to what extent, if any, do these include opportunities to overlay your existing internal margin enhancement initiatives to Pinnacle? And also, have you guys given any more thought to the revenue synergies? And if we could see opportunity there? And when they would kind of surface?

T
Timothy J. Wilmott
Penn National Gaming, Inc.

Listen, I'll answer the revenue side of things, Dan. We are still two separately run publicly traded gaming companies, and have been very rigorous in making sure that we don't see their customer database and they don't see ours up to this point. So we don't yet, and won't, until after we close the transaction and begin the integration process be able to have a good handle on revenue synergies. We know they're there, but we haven't yet been able to apply the analytics around it to quantify it properly.

J
Jay A. Snowden
Penn National Gaming, Inc.

And we're simply not close enough to the property level business models with Pinnacle to say how much of what we've learned through our margin improvement initiatives have or haven't been applied at the Pinnacle businesses, and they're doing some things, and I'm sure better than we are on the Penn side of the ledger as well. So, yes is the answer that some of our margin improvement ideas are in that $100 million but there's still more that we need to validate after we close the transaction. I'd like to believe that we can find more beyond that. But at this point, we need to wait until we close, spend some time with the property leaders, understand those markets, especially the ones that are new for us in Louisiana and a few other like Colorado and Iowa before we start assuming that we can apply some of the things that we've done at Penn as well as the Pinnacle businesses.

D
Daniel Politzer
JPMorgan Securities LLC

All right. Thanks so much, guys.

Operator

And our final question comes from the line of Shaun Kelley with Bank of America. Please proceed with your question.

S
Shaun C. Kelley
Bank of America Merrill Lynch

Hey, good morning, guys, thanks for squeezing me in at the end. So just maybe BJ to return to the rent reset because it's the first time we're sort of experiencing that. One clarification and then one kind of outlook question. So the clarification would be just to be very clear, the $1.9 million is already net of the $900,000 right? That was the way I read it anyways.

W
William J. Fair
Penn National Gaming, Inc.

No. The $1.9 million is the amount that the rent will be reduced as a result of the rent reset for those two months in 2018. The $900,000 is the amount for those two months that we will incur in 2018 that is the result of the escalator.

S
Shaun C. Kelley
Bank of America Merrill Lynch

Got it. And they're separate?

W
William J. Fair
Penn National Gaming, Inc.

That's correct.

S
Shaun C. Kelley
Bank of America Merrill Lynch

Okay. So then as we roll forward to 2019 which is really the question then, obviously the escalator will work that way, but for the rent reset, is that the right guidepost for the balance of 2018? And then because of the five-year trailing calc, does that number then potentially go down again in the last two months of 2019? Is that the right way to think about it?

W
William J. Fair
Penn National Gaming, Inc.

It's a onetime – it's a five-year calculation. It'll occur at the beginning of the end of this lease year in 10/31/2018. And then that sets it for the next five years.

S
Shaun C. Kelley
Bank of America Merrill Lynch

Got it. So this is the number, it's a onetime step down, and then you're stable?

W
William J. Fair
Penn National Gaming, Inc.

And then the escalators continue on an annual basis from there.

S
Shaun C. Kelley
Bank of America Merrill Lynch

Okay. Great. Thank you for the clarification, and appreciate all the color on the call.

T
Timothy J. Wilmott
Penn National Gaming, Inc.

Thanks, Shaun.

Operator

Mr. Wilmott, there are no further questions at this time. I'll turn the call back to you. Please continue with your closing remarks.

T
Timothy J. Wilmott
Penn National Gaming, Inc.

Thanks, operator. Thanks, everyone, for participating in our Second Quarter Earnings Conference Call. We'll be together in three months from now, and certainly we'll have a lot more clarity on the Category 4 Pennsylvania licenses, the rollout of sports betting across the states that I mentioned previously, and a lot more color on the Pinnacle transaction, and more color on the timing of the Margaritaville transaction as well. So thanks again, and look forward to talking in about three months.

Operator

Ladies and gentlemen, that does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines.