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Penn National Gaming (NASDAQ:PENN)

Q2 2012 Earnings Call

July 24, 2012 10:00 am ET

Executives

Joseph Jaffoni

Peter M. Carlino - Chairman of the Board and Chief Executive Officer

William J. Clifford - Chief Financial Officer and Senior Vice President of Finance

Timothy J. Wilmott - President and Chief Operating Officer

Eric Schippers - Senior Vice President, Public Affairs & Government Relations

Jordan B. Savitch - Senior Vice President and General Counsel

Analysts

Felicia R. Hendrix - Barclays Capital, Research Division

Harry C. Curtis - Nomura Securities Co. Ltd., Research Division

Joseph Greff - JP Morgan Chase & Co, Research Division

Steven E. Kent - Goldman Sachs Group Inc., Research Division

Shaun C. Kelley - BofA Merrill Lynch, Research Division

Joel H. Simkins - Crédit Suisse AG, Research Division

Mark Strawn - Morgan Stanley, Research Division

Steven M. Wieczynski - Stifel, Nicolaus & Co., Inc., Research Division

Brian D. Egger - Topeka Capital Markets Inc., Research Division

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

Operator

Ladies and gentlemen, thank you for standing by. Welcome to the Penn National Gaming Second Quarter Results Conference Call. [Operator Instructions] I would now like to turn the conference over to Mr. Joe Jaffoni. Please go ahead.

Joseph Jaffoni

Thank you, Kayla, and good morning, everyone, and thank you for joining Penn National Gaming's 2012 Second Quarter Conference Call. We'll get to management's presentations and comments momentarily as well as your questions and answers. But as is our practice, we'll first review the Safe Harbor disclosure. In addition to historical facts or statements of current conditions, today's conference call contains forward-looking statements that involve risks and uncertainties within the meaning of the Private Securities Litigation Reform Act of 1995. 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 10-Q. Penn National assumes no obligation to publicly update or revise any forward-looking statements.

Today's call and webcast may include non-GAAP financial measures within the meaning of SEC Regulation G. And when required, a reconciliation of all non-GAAP financial measures to the most directly comparable financial measures 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, I'm happy turn the call over to Peter Carlino, the company's Chairman and CEO. Peter?

Peter M. Carlino

Thank you, Joe, and good morning, everyone. We're happy to report what we believe to be a good quarter. And you'll recall that 2012 is a year that we characterized as a transitional year for the company for all the reasons that most of you well know, and it's proved to be much the case. We realize and appreciate the difficulty you all have in trying to estimate just what our performance is going to be throughout this year. And I think Bill made pretty clear that he wasn't having all that much fun with it either, as he looked ahead at 2012, trying to guess where we're going to be, as we move into a whole new reality in '13 and beyond. So we're especially pleased that we seem to have this quarter pretty well nailed, and it was a good quarter.

Before we get to our Q&A, which we move to very quickly, I think Bill would make a couple of comments, and Tim has a few items that he would like to call your attention to. So with that, Bill?

William J. Clifford

Sure. Thanks, Peter. The -- I'm just going to highlight a few items that are in our press release and in our guidance, as well as kind of real quick comments on the quarter. I think relative to cannibalization in the second quarter, I'd like to believe that it was all brilliant, but we really did do a really good job of estimating what the impact of cannibalization would be on the quarter for a -- in total. Did we get it perfect by property? No. But in offsetting assumptions between different properties, came in line pretty darn close to what we thought it was going to be.

Relative to some guidance issues, I think in the -- there's been some little bit of confusion about what we're -- how much we had for Columbus in the fourth quarter. All I can tell you is in our guidance last quarter, Columbus was already factored in, in an early fourth quarter opening. Essentially, our guidance for Columbus relative to the EBITDA contribution in the fourth quarter is unchanged from our last guidance. We did increase within our guidance. We've increased one of the new items. It's obviously the Caesars' acquisition in St. Louis, which is factoring in roughly $2.5 million for pre-opening expenses. We do not have either the EBITDA contribution or the expected interest cost associated with the acquisition, because we don't have a firm date yet on when that transaction will close.

Relative to guidance on EPS line items, there is an increase in depreciation relative to our guidance last time, which is accounting for the bulk of the increase in the other below EBITDA line adjustments, and that reflects approximately $4 million for an accelerated depreciation on the Ohio racetrack, the Beulah and Toledo. And then we've got some other adjustments in depreciation, totaling roughly $3.2 million to get us to roughly $7.2 million of adjustments quarter-over-quarter.

On a comparison to last year -- a lot of people may not recall, but last year in the third quarter, there was $20 million of EBITDA associated with our sale of Maryland Jockey Club, which is reflected in EBITDA. So that's why you're seeing a fairly sizable distance between last year's EBITDA and this year's EBITDA, as well as this year, in the third quarter, there's roughly $5 million of additional pre-opening expenses this year versus what we incurred last year.

And with that, I'll leave it up to Tim to make some further comments.

Timothy J. Wilmott

Thank you, Bill. You all have seen the generally flattish revenue trends being reported by the states where we operate. And on top of that, looking at the consumer trends, we had the opening of Maryland Live! in early June, the opening of Scioto Downs in Columbus in early June, and we're still anniversarying the opening of the 10th license in Illinois in Des Plaines. And with all that, as we noted in our report, 8 of our 16 properties year-over-year reported growth in EBITDA. And I'm pleased to report that 11 of our properties actually had improvement in EBITDA margin. So with all this that we have out there, trying to run our businesses, I think our operating folks are doing a very good job of keeping a handle on their costs and really responding to the trends they're seeing in their respective businesses.

And we were certainly pleasantly surprised with what happened in the first quarter with the good weather and the extra day in February, but generally, what we're seeing out here in the second quarter is more what we saw in 2011 and generally not having any expectation that we're seeing any improvement in consumer confidence or unemployment levels as we think about the balance of 2012.

Peter M. Carlino

Okay. Thank you, Tim. With that, operator, why don't we open the call to questions.

Question-and-Answer Session

Operator

[Operator Instructions] We do have a question. It comes from the line of Felicia Hendrix with Barclays Capital.

Felicia R. Hendrix - Barclays Capital, Research Division

Can we just talk about Toledo for a second? I'm wondering what kind of statistics you can share with us beyond what we already know?

Peter M. Carlino

Tim, do you want to -- or Bill?

Timothy J. Wilmott

Well, I mean one of the things, Felicia, you've seen the June numbers. We were slightly surprised to the good side with what we saw in June. We're seeing very good trends in the development of a database there, but that's going to take another 6 to 9 months to fully develop. We've seen great trends in food and beverage revenues. They've far exceeded our expectations, so our outlets are being very well received. And generally, what we saw in June, as we typically see in new openings, we have new dealers, and it takes a while for productivity to improve. And we certainly are getting now improvement as we get into the third quarter in hands per hours. So we expect to see ongoing improvement to our table games' performance due to the proficiency of our team there. Overall, we're very positive with what we've seen in Toledo for the first couple of months of opening. And as you saw with the Detroit numbers in the month of June, we generally grew the market with what we had opening in Toledo, which is another encouraging sign.

Felicia R. Hendrix - Barclays Capital, Research Division

It is. And then Bill, you have mentioned that your outlook right now -- let me rephrase that. Your guidance really didn't change for -- what's implicit in your guidance for Columbus hasn't really changed. But just as you guys talk and look at Toledo, do you -- how are you thinking about Columbus?

William J. Clifford

Well, we haven't really taken what we've seen in Toledo and necessarily translated it over to Columbus in terms of the performance that we've seen in Toledo, partially, because we've -- for whatever -- internally expected that Toledo was in a more gaming experienced market, I guess, is the best way of putting it, versus Columbus, which is more of a newer market. Now, obviously, Columbus have been frequenting places, different locations, whether it be West Virginia or Indiana properties but not to the degree that we had in Toledo. So I think our expectations in Columbus are -- it really haven't changed that much. I think, we think most of our -- the price exempt, we've seen it in Toledo is because of the fact that the market's been exposed to Detroit for a very long period, and therefore, the penetration level may have been a little bit faster than what we would have thought was going to happen in Toledo. And it's a long-winded way of saying that we really haven't adjusted Columbus based on what we've seen in Toledo.

Felicia R. Hendrix - Barclays Capital, Research Division

Okay. And then just talking about Maryland for one second, how's the initial cannibalization at Charles Town from Maryland Live! been relative to your expectations? And then can you just talk about where you see gaming expansion going there in Maryland?

Timothy J. Wilmott

I'll take the first one on the impact of Charles Town. And you've seen the numbers, the weekly numbers coming out of West Virginia, Felicia. It's still very early. They only opened up on June 6, so we're just a little over a month into the impact, and they are expected to add more product at Maryland Live! over the next few months. But generally, right now the impact has been slightly less than we've expected, but it's still very, very early. And we'll see how their expansion continues to evolve our business levels in Charles Town. And very early to say, and we don't want to provide any long-term indication yet, given the newness of Maryland Live!.

William J. Clifford

I'll just add just a couple. I mean, we look at Maryland Live! as really having an impact not only in Charles Town but Perryville and even Penn National to a certain degree. So on a combined basis, pretty much in line with where we thought it was going to be. We've also seen, and what we've factored in, is clearly an understanding that the cannibalization in the first month is not necessarily completely indicative of -- it's roughly in line with what we've seen, but -- and I don't mean to be pessimistic here in any way, but clearly, we've seen in other jurisdictions where the impact on the properties in the first month becomes -- there's a little bit more impact to come. That's factored into our guidance, the fact that we would expect to see a little bit more cannibalization at Charles Town as the months go forward at Maryland Live! as things settle down and the excitement and the brouhaha over the new properties starts to wane and people start to settle into a more predictable pattern.

Peter M. Carlino

Yes, we are, as you would guess, always cautious. And I think the guys have done a terrific job of trying to estimate the unknowable. So that's partly our job, and they work very hard at that. So I think you have the best answer we can provide. As to where other legislation is going, I'm going to ask Eric Schippers to make some comment on that.

Eric Schippers

Sure, Felicia. as you probably know, the governor has until August 20 to try to -- if he's going to do expansion, get something approved to the legislature in order to make the ballot valid by November. I think it's safe to say that we have viewed the process from the very beginning as just a sleazy process that has unfolded in Maryland. I mean, the reality is as the owners of Rosecroft, we represent the long-term solution for the revitalization of raising in that state. And we have made the argument that slots at the racetrack is really the only way to save many thousands of agricultural jobs and everybody that benefits from the racing industry, and yet, we have been on the outside looking in throughout this process due to what can only be described as a backroom deal between National Harbor and the county executive. And now shockingly, the governor is the one who is doing a full-court press to try to bring about a deal that by anybody's measure is a sole-source contract for National Harbor. So hopefully, that captures the -- just the level of disgust we have with this process that has unfolded. And we're going to continue to fight it, because we think it's an unfair process. And even if they do come out with a competitive bid process, we think it'll be less than competitive. It's already been handicapped for the other guys. And we're going to continue to fight to try to prevent the special session, and then ultimately, if it gets to the ballot, we have no choice but to fight it, given our level of investment at Rosecroft.

Peter M. Carlino

Yes. Look, I mean, I'll say it plainly. It's pretty clear to watch that the fix is in, in Maryland, which is shocking, because that state, I think, incorrectly, by the way, at the outset was very focused on competitive bidding for these facilities. I mean, that was their whole focus at the last round. We encouraged them and felt strongly that there are better models around the United States. Look at West Virginia, look at Pennsylvania, look at Delaware, where there is gaming, but the racing industry was included. Racing was saved in a very dramatic way. Many, many, many thousands of jobs. Plus, we have gaming. Pennsylvania's probably the best model in the United States who are balanced between freestanding facilities, no problem, and protecting the racetrack. So for the state of Maryland to suddenly shift to this sort of inside deal, that is not competitive and, of course, now we know that it fix is in with National Harbor. Look, this is going to be a fight, and we're not happy about it. Let me point you to places like New Jersey, where the racing industry has completely failed; Illinois, where it has completely failed, and unfortunately, probably would and should stay that way, because the casino industry has way too much money invested. Take -- in Illinois. So once this horse is out of the barn, if I can use that metaphor, there's no putting it back. That is to say you've got to include your racetracks as part of a gaming expansion in the state upfront, or the likelihood of it coming later is ever slimmer. So we view this as a very serious battle about doing the right thing and sort of stopping what we view as a very flawed effort, and literally out of character with what the state has done in the past, had it an opening competitive process. So we're scratching our head about this. You can appreciate that this will be a very dramatic fight, and we're ready for that.

Operator

Our next question comes from the line of Harry Curtis with Nomura Securities.

Harry C. Curtis - Nomura Securities Co. Ltd., Research Division

Peter, quick question for you on the transaction market. Do you think that the Harrah's transaction was one off? Or is your sense that there are more sub-8x trailing EBITDA deals to be done in sort of stable markets? And ultimately, what I'm trying to get at is do you have -- while this makes sense from a financial point of view, I'm trying to get a better understanding of what your strategic endgame here is. Is it simply to increase cash flow? Is it to build a hub-and-spoke network? What is your -- what is this going to look like in 5 years?

Peter M. Carlino

Well, boy, that's a series of questions, Harry. Look, it's probably all of the above. This is a big-time property in a big-time market that for reasons that I think we all well understand has been somewhat neglected, though performing very, very well in a market where we are not in a major way. So we're always anxious, willing to continue to build our franchise around the United States in key places. As to the availability of other properties and other opportunities, that's hard to say. You kind of know it when you see it. I suspect there will be more. We have an appetite to do more and a long-term plan that kind of always is a thread running through everything we do. At the moment, look, we're well engaged with building new properties, which is a whole lot of fun, fighting a few battles on the fringes of some of our existing properties. So we have -- I won't say our hands are filled, they're not, but there's a lot going on at Penn, and we see, actually, a brighter future, as this industry kind of settles out. Look, this is a maturing industry. You kind of see what we all see going on out there, and I see that as opportunity for us looking ahead. But precisely, which course this is going to take, I can't tell you today. As I said -- I'd like to say, and I've I said in the past, we kind of get up everyday here. And I'd like to say spin the wheel. And on that wheel, all the opportunities in the United States, and frankly, now, around the world that we look at, some of our people are to sail off in foreign places right now working on things. It's a daily focus for this company. And we've been able to pull some rabbits out of a hat in the past, I expect we'll be able to do that in the future. So we're no less motivated, no less focused. So that's a very vague answer, but that's the nature of the business we're in.

Harry C. Curtis - Nomura Securities Co. Ltd., Research Division

Do you think that -- go ahead, I'm sorry, Bill.

William J. Clifford

I'll just add on that I think, really, when you talk about the specific strategies, spoke-and-wheel what not, our strategy is about growing free cash flow per share. And any and every opportunity that we have that we're going to have an ability to do that, we're going to take advantage of it. That's really the underlying driving force behind all the decisions that we're making here at Penn.

Peter M. Carlino

Well, Bill, that's a very good point. I mean, I -- we have a very good sense internally of where we could see as we roll into '13, '14, and '15, of where the free cash flow in this company is going to be, and it's a very impressive number, frankly. That is what drives us. It always has been, most of you know, what has driven us. It's not how big we are. In the end, it's how much money we have in our hands, and we're never confused.

Harry C. Curtis - Nomura Securities Co. Ltd., Research Division

And just as a last follow-up, do you have a sense -- probably not going to happen in 2013, but thinking about returning cash flow to shareholders, you've got a fairly decent amount of growth in front of you, decent amount of project CapEx. Do you foresee a time when that free cash flow really begins to get returned to shareholders in the form of a dividend or even more aggressive share repurchases?

William J. Clifford

Well, I think, clearly, the answer is we're going to be doing what we can to increase free cash flow per share, and if that involves buying back shares, fine. I would remind everybody that we have the preferred equity sitting out there with a maturity in 2015, which currently has a dilution impact of roughly 27 million to 28 million shares. It currently cost us 0% to leave that out there, so there's no -- certainly no incentive for us to go out and accelerate the redemption of that instrument. But that's a mechanism that sits out there. Quite candidly, it fits very nicely, given where our projected capital expenditures are as we stand today would allow us to redeem that instrument, and that's -- maybe we'll come up with something else, even more attractive than that, but that's kind of the reserve trick in the bag so to speak, which will have an impact and help us down the future in terms of growing free cash flow per share. And effectively, it's a very nice built-in mechanism for us to do a very significant repurchase of sales effectively.

Peter M. Carlino

Yes, I think Bill answered that very well. You can bet we're focused on that, be thrilled to take that back in, but it's not the only thing we look at. It's my usual -- again, vague answers. Trust us, we look at every opportunity here, and we'll continue to do that.

Operator

Our next question comes from the line of Joe Greff with JPMorgan.

Joseph Greff - JP Morgan Chase & Co, Research Division

With regard to your -- what's implied in the second half outlook or guidance at Charles Town, the impact from Maryland Live! is -- is it -- the impact any different than where you were a quarter ago? I know you don't want to be specific, but have you changed it when you look at your aggregated guidance?

William J. Clifford

Certainly not on an overall basis. Again, we're looking at the impact of Maryland LIve! across 3 properties, which includes Perryville, Penn National and Charles Town. Obviously, Charles Town and Perryville having a more significant impact than Penn National. But no, we haven't changed that. We're still pretty comfortable with where we were as of guidance from last quarter.

Joseph Greff - JP Morgan Chase & Co, Research Division

Okay. And then question for you on Riverside. Obviously, the gaming revenue impact there has probably been greater than maybe what some of us have maybe originally expected. Can you talk about maybe what you're doing at the property to mitigate that? I'm presuming, just based on how you report that contra-revenue or promotional allowances are far less. Maybe give us a sense of net revenues or margins directionally that would be helpful in understanding that property.

Peter M. Carlino

I'm going to let Tim answer that question, because he'll do it much more thoroughly than I. But just one point I want to make in principle. I mean, those properties in Kansas side and the Missouri side are completely independent as we know. And our general managers are charged to do -- to push those properties to the limit for maximizing performance in both cases. And the chips kind of fall where they may. That's the guiding light for us. We want both of those properties to be successful. What we'd like to do, of course, is to get ever more business from some of our competitors in the market, but why don't I let Tim talk about that.

Timothy J. Wilmott

Thanks, Peter. As you know, Joe, Riverside is the closest casino to the speedway. And we fully expected that it would take the largest hit from the Kansas Speedway opening. But with all that, we have continued to look at our freight zones in and around that market and try to capture share from Ameristar and Harrah’s, and to a lesser extent, Isle. They have been very aggressive in preserving their slot business especially, and that's been our challenge, but we're not going to be undisciplined in how we go after that. So we've continued to look at, geographically, where we think we have opportunities to continue to grow the business at a very profitable level but not overspend in our marketing dollars. And I think, generally, our margins there have held up very, very well, even though the revenue impact has been a double-digit decline. And we'll continue to do that as well at Riverside. And as Peter said, continue to grow both of those businesses as Kansas Speedway evolves now into month 6 and beyond. We think Riverside has held up reasonably well, and the speedway is still continuing to grow its business, especially on the slot side, and that will continue as that market evolves, as that property evolves. As we typically see, it takes a couple of years for fully -- for new properties to fully mature.

Joseph Greff - JP Morgan Chase & Co, Research Division

Great. And Bill, can you give us cash debt at the end of the quarter? What CapEx was in the quarter? And CapEx for the balance of the year? And do you have much in there for Ohio VLTs?

William J. Clifford

Sure. The -- our cash balance at the end of the quarter was $204.1 million. Total bank debt was $1,775,000,000, cap leases of roughly $2.1 million -- $2.2 million and bonds were $3.25 million for total debt of $2,102,000,000. Cap interest for the quarter was roughly $17.8 million. Our CapEx for the quarter was $184.5 million, made up of project CapEx of roughly $154.2 million, and maintenance CapEx was roughly $30.2 million. Looking forward into the -- see, you want to know about -- looking forward into the third and fourth quarter, our project CapEx is expected to be roughly $160 million for the third quarter and roughly $88.9 million for the fourth quarter. That's -- maintenance CapEx in the third quarter is roughly $23.7 million, and maintenance CapEx for the fourth quarter were projected to be around $21.2 million. The bulk of our CapEx is -- the only thing that we've got relative to Youngstown and Dayton is we've got the $10 million application fees that we've paid -- that we'll be paying in the third quarter. We don't expect to see a lot of project CapEx spent actually this year, because we're still in the design phases, and the initial costs are relatively minor on those tracks. I mean, we're going to pursue those quickly and as expeditiously as possible, but we don't expect to see a lot of spending in the fourth quarter.

Operator

Our next question comes from the line of Steven Kent with Goldman Sachs.

Steven E. Kent - Goldman Sachs Group Inc., Research Division

Two questions for you. First, on EBITDA margins. They decline year-over-year by 74 basis points, and I was just wondering if you could maybe talk to some of the operating initiatives you have in place for the balance of this year to reverse that quarter trend? And then second, Boyd Gaming, I can't help but note, said that they were seeing consumer weakness, and essentially, that seemed to be getting worse through the quarter. And maybe -- we haven't talked to them, yet, but maybe even into July. Could you talk about sort of what you saw, the progression of some of the trends from April, May, June and maybe into the first few weeks of the third quarter?

Timothy J. Wilmott

Steven, this is Tim. I'll cover the first question and the second question. I'm sure Peter and Bill may want to add on to what I'm seeing. But in terms of the EBITDA margin, we have year-over-year, the biggest difference is pre-opening expense that is in there for Toledo and Columbus that wasn't near the levels that was a year ago. As I said at the outset, 11 of our properties actually had improved EBITDA margin year-over-year. So the big difference is the pre-opening expense for those new properties. With regards to progression of consumer trends, as the quarter has progressed, clearly, it hasn't from our perspective, gotten any worse. It's really been flat. We're not seeing any erosion of consumer trends from what we saw in the second quarter. It hasn't gotten better, but it has not gotten worse.

Peter M. Carlino

I think that -- I think it says it. Yes, exactly. Bill, any other...

William J. Clifford

No, that's it. We rest on that, so things are okay.

Operator

Our next question comes from the line of Shaun Kelley with Bank of America Merrill Lynch.

Shaun C. Kelley - BofA Merrill Lynch, Research Division

Just one more going back to the kind of cannibalization discussion. I noticed in your guidance commentary that you had changed little bit of your language around the impact that you were seeing on Lawrenceburg. Could you maybe elaborate, are you seeing some impact there from Scioto right now? And kind of what's the anticipation that -- is there more expected impact from Columbus now in your guidance than maybe you're previously thinking?

William J. Clifford

Without getting too specific, it is clear that we are seeing an impact from the opening of Scioto Downs. The Columbus market, obviously, Lawrenceburg was -- when there was no gaming in Ohio, was clearly generating significant -- almost all the business comes from Ohio. And certainly, Columbus was a factor in that. I think we were potentially a little bit surprised with the impact there in -- from Scioto Downs. We didn't -- we thought with the limitations relative to the facility and whatnot that it wasn't going to have potentially the impact it had, but it has, and so what I think I would advise is that I think the initial impact has been maybe slightly more than what we thought it was going to be. But what all that means is that we think that the impact then of opening Columbus should already be somewhat absorbed into the actual results that we've already seen. So we're leaving -- we're pretty much leaving the cannibalization impact in Columbus. Generally, the Columbus market unchanged, and so we do acknowledge that there will be some additional impact, when we build our facility in Columbus.

Peter M. Carlino

But to be clear, Bill, that's -- to be clear, that's not out of line with what we estimated for the Lawrenceburg impact overall.

William J. Clifford

That's right.

Peter M. Carlino

We're sure that we're not changing that.

William J. Clifford

That's correct.

Shaun C. Kelley - BofA Merrill Lynch, Research Division

Okay. Now I get it. And the second question was just on the Sioux City that's been also -- it sounds like a bit of an ongoing, perhaps frustrating process. Can you just give us the latest there, in terms of where the negotiations sit? And just maybe what the timeline of events looks like? I think based on the old model, when you kind of broke out property levels, you're probably looking for maybe low $20 million of EBITDA contribution from the property. What kind of impact would we expect, if it was a negative outcome there?

Peter M. Carlino

Let me say at the outset that we remain mystified by the behavior of some of the parties in Iowa. We've had, obviously, a very long record of success there, obviously, committed to building a new facility as the judgment has been made by the state, and apparently, by the Racing and Gaming Commission that they prefer landside properties. Tricky, of course, because we still have a lot of unamortized costs, where we presently sit. The process has gotten a little bit more heated, as you know I'm going to let Jordan Savitch speak just a little bit of the legal side of this, but we think that the behavior, as I characterized it in as nice a way as I can, is mystifying in Iowa. We, obviously, cannot allow them to head down the path that they claim they are, and I've filed suit challenge that. It's a terrible precedent in the state of Iowa for every other player in that state, because it means now that potentially, that, that state is utterly unstable, untrustworthy and now unpredictable. So look, I would hope and expect that saner heads will prevail in the end, but it's sort of an intriguing process. It's not a good precedence, I said to the state or their operators can and really ought to be concerned about it. But it's also bad precedent around United States. The idea that you would pull a successful license from a high-performing operator is madness. So it indicates -- Jordan, you want to add anything to that?

Jordan B. Savitch

The -- I like the words you guys used to describe it. Frustrating and mystifying are pretty good words. In terms of the specific, we have been in the process of discussing with our local partners, the city and our local charitable sponsor, a landside move and trying to renew some agreements in connection with that. The Racing and Gaming Commission, at the last minute -- 2 meetings ago, had floated out there that their intention to do an RFP, which was pretty surprising to us. Following that, we entered into an agreement through 2015 with our charitable partner to get some more time, to take look at this, to try and figure out an orderly and good way to do a landside move. And at the last meeting, the gaming board did not approve that contract and issued dates for the RFP, which we were really completely floored by. And at this point, we're trying to still make sense of what happened to that meeting, what's going to happen next in the next meeting on August 23. And it's hard to offer you any kind of insight into what's going to happen going forward. It's certainly a very unprecedented and unpredictable situation.

Timothy J. Wilmott

The only thing I'd like to add to what Jordan and Peter had has mentioned is given all this frustrating uncertainty in Sioux City, the good news is it hasn't affected business levels and our employees there under a lot of stress with this have performed very, very well in providing a good guest experience and continuing to maintain the operating performance of that business at levels that meet our expectations. And it's really tough for our employees to work under these conditions, and they have performed beyond our expectations.

Peter M. Carlino

Yes, and I'm going to add one more thing. Look, one has to hope that in the end that the Racing and Gaming Commission will do the right thing. Recognize that, look, we are one of the best, if not the best regional operator in the United States. I'd like to think we are. There's nobody who can do a better job, who has done a better job for them. So their behavior in this case -- there is a whole new group there, unfortunately, with no history. And I think they just acted rashly, and in the end, one might hope that saner thinking will prevail. So we remain optimistic and -- but we'll do what we have to do if it gets to it. Anything you want to add?

Shaun C. Kelley - BofA Merrill Lynch, Research Division

So just to be clear on how this is going through then. For right now, business continues as usual until, at least, the RFP is completed and something else is awarded? Or would you guys operate until a new facility were to open underneath somebody else? Or just exactly kind of how long would you guys continue to operate here?

Peter M. Carlino

Well, we intend to operate forever, so you get our mindset. But we can't predict what the behavior's going to be on the other side. And we have jobs to protect, we have business to protect, we have an investment to protect. So you could imagine that absent of a favorable agreement, which again, we have to assume will occur, that this will be a fight to the death. I mean, if this is unprecedented for someone to come in and grab a couple of $100 million of investment -- well, I'll take it -- I mean, not the cash. I'm talking about the business value -- it's a lot -- and do this. I mean, it's just amazing. So we scratch our head, and you get the idea.

Shaun C. Kelley - BofA Merrill Lynch, Research Division

Okay, now I'd probably beat the dead horse on that one. And then my last will just be real quickly on St. Louis. Obviously, you guys are kind of in process on that one, but any change in direction in terms of your assumptions that you've been kind of watching the property more closely or have been -- just in terms of where you've been out there, in terms of how much capital you would need to put in? Have any assumptions really changed there, or directionally, in terms of timing?

William J. Clifford

I mean, generally speaking, we're pretty pleased with how the properties are doing in the interim periods. So there's no -- there's been no nasty or any kind of bad surprises on that level. The -- we're still in the process of developing internal budgets in terms of what we want to do, and obviously, that's an iterative process where you start with your fantasies, and then you come back to reality. And that's the process that you find out, well, if I want to do everything I want to do, how much that costs. You say, "Well that, gee, that doesn't may or may not make sense." And then you'll make adjustments from there. So that process is not complete. On the timing, it's still fourth quarter, we'll see. There's a lot of issues that have to get resolved, not the least of which is obviously getting through the regulatory process, but there's a tremendous number of issues that we've got to resolve in terms of being ready to operate the property. This is, without a doubt, one of the most difficult transitions we've done, just given the method of operation by Caesars, where they're much more centralized than any of the properties we've ever acquired before. So we've got to have all of our ducks in a row in terms of systems and training and employees and functions that have got to be migrated back to the property, and all of that stuff is underway and going well, but there's a lot of work. It's not nearly as much of a plug-and-play as what we've seen in other transitions that we've done when we've made other acquisitions. There's no doubt that it's helpful that we've done these other acquisitions, because this would be a fairly daunting task had this been our first try at acquiring in new property. The management team is changing out, that's not normally what we do. Normally, as we've acquired properties, we've kept the management team intact, and there's going to be a change out, almost not completely, but at least of the top guys. Most of the guys are leaving to take other positions. Because of Caesars, we're replacing and we've made some announcements on some of the key positions. Certainly, the GM and the CFO and HR are all going to be Penn employees, who've got experience with Penn, which is from our perspective, good, but again, that just makes the transition a little bit more difficult. Other than that, I think I'll turn it over to Tim.

Timothy J. Wilmott

Bill said most of it. That said, we're still in line with our expectations for a fourth quarter close and the re-branding of that property from Harrah’s to Hollywood. And we're still working on the details of what all that's going to mean and what's going to happen at time of close and then what's going to happen post close, as we continue to evolve and improve that facility. But everything is still in line with our original expectations.

Peter M. Carlino

The concept plans are now complete. We looked at them yesterday, so we have a very clear sense of what we want to do, as Bill well said. Now it's out getting priced, and we'll see how close we can get to our goal to convert this to a Hollywood property and get and sell some of the excitement, that is the Hollywood theme.

Operator

Our next question comes from the line of Joel Simkins with Crédit Suisse.

Joel H. Simkins - Crédit Suisse AG, Research Division

A couple of quick questions here. Number one, can you talk about Canada, perhaps, and what you're looking at in Ontario at this point? Are you interested more in the downtown location or perhaps some of the more suburban opportunities?

Peter M. Carlino

Joel, in fact, Steve Snyder and I are going to be up in August meeting with representatives from Ontario to have -- begin those discussions. We have a broad interest in any opportunity in that province. So Toronto is certainly of interest, if we have a better understanding of what they're looking to do there. Plus there's other regional markets in that province that also we view as very attractive. So I don't think we've excluded any of our opportunities yet. It's still very early in the discussion stages, but I would say we're interested in everything that represents a good growth opportunity for Penn.

Joel H. Simkins - Crédit Suisse AG, Research Division

Sure. And then with regards to the Ohio VLT opportunities, you sort of talked about the 2014 opening broadly, is this sort of tilted to the first half or the second half? And maybe if you can give us some color on kind of what you get for the capital you're investing in these properties? How we might think of them relative to what you have built in Toledo or perhaps in Kansas?

Peter M. Carlino

Well, right now, Joel, we've filed our applications for relocating with the Ohio Racing Commission. We've not heard back yet on the response to our application. We're hopeful to have a groundbreaking before the end of 2012. And right now, we're thinking, first half of '14, but it's still a very fluid process and a lot of things have not been resolved yet. But clearly, with the $50 million license fee and the $75 million relocation fee, we are going to be very disciplined in how we spend our capital there to make sure we get acceptable returns in both state and in the Mahoning Valley area. And it's going to be somewhere in the range of $250 million to $275 million each.

Joel H. Simkins - Crédit Suisse AG, Research Division

And Tim, I don't know if you want to take this or Peter, if you want to chime in as well, but maybe give us your latest thoughts regarding federal, state online gaming and how you think Penn is positioned if either those events happens?

Timothy J. Wilmott

We've maintained a very cautious position that gives us maximum optionality on all these. Again, I don't think much has changed in Washington on the federal level here. There has been some potential interest in the Senate to push something. It's difficult to predict what's going to happen, given all the uncertainty prior to the election in November. I am still of the belief that it's more likely that this is going to be a state-by-state kind of expansion initially. And we've been talking with a number of different potential partners here. We have not made any commitments yet, because we haven't had to, and we want to maintain as much flexibility as this thing evolves, so that we are certain that there's the right business opportunity and certain that we have the right partnership and economic model to make money if this does happen.

Eric Schippers

I'll just add that we are also trying to fight what appears to be a trend by some of the states to allow their lotteries to be the one to offer online gaming. And we want to fight to protect the right of the brick-and-mortars to participate in this, given our investment in the state. So a state-by-state approach is the one that we would prefer, but we've got to do it so that we can be in the game and not in the outside looking in.

Operator

Our next question comes from the line of Mark Strawn with Morgan Stanley.

Mark Strawn - Morgan Stanley, Research Division

Any readthrough on the Columbus market for you guys from the opening of Scioto Downs, and any general views on at property since its opened?

Peter M. Carlino

Mark, I've been there a couple of times. It's certainly not to the quality level that we're going to be delivering in Columbus, and it's also in a more challenging location than what we'll have. So I don't think we're drawing any new thinking for our Columbus operation based on the early results of Scioto at this point. It's a very scaled-down operation with just VLTs, no video poker, no electronic table games. So there's not a lot to draw from what we've seen in Scioto, and it hasn't changed our thought process of how we're going to do in Columbus, I think, at all.

Timothy J. Wilmott

Yes, actually, we're glad to see that they're doing quite well. It was a gutsy move on their part to go ahead and take the risk to do what they did, and they've been rewarded with that. So I think we view it as a real plus, if you want to take a small window on the market. But you can't really compare the 2 properties. I mean, what we're opening in Columbus is going to be quite spectacular. And it is a very, very large property as you all get to see.

Operator

Our next question comes from the line of Steve Wieczynski with Stifel, Nicolaus.

Steven M. Wieczynski - Stifel, Nicolaus & Co., Inc., Research Division

So when you look at -- I know in your guidance, you have some cannibalization set in there for when Pinnacle's property opens up in September. But how are you thinking about that market over the next year or so? Could this be a market where you see kind of a greater impact from a new opening versus what you've seen at other properties in your portfolio?

William J. Clifford

Yes. Listen, we've been very public that we think that the inclusion of the third facility in Baton Rouge is just going to be almost a disaster for both of them and us. Well, that's Pinnacle, and their projections and what they think they're going to do. And I can tell you that we are definitely on the south side of that. And we expect the impact to be pretty pronounced. The reality is that it's a market that's been shrinking, since Katrina, since 2005. And there's no signs that say that the Baton Rouge market's getting any bigger. And we've got some pretty draconian assumptions in our guidance, relative to what's going to happen when the property opens up. Hopefully, we're wrong. I'd love to be wrong on this one, because -- and maybe I will be, and maybe they'll actually be successful with growing the market, but we're definitely viewing the Baton Rouge situation -- at least I am viewing the Baton Rouge situation as really a lose-lose situation both for us as well as, unfortunately, we think, for Pinnacle.

Peter M. Carlino

The challenge I have Steve, with what's going to happen in Baton Rouge is their bet is that they can create a regional destination out of Baton Rouge, potentially take business from New Orleans and the Mississippi Gulf Coast, and we just don't see that happening. And that's why Bill's got a draconian perspective on the guidance that we have for our property there.

Timothy J. Wilmott

Yes, we have to scratch our head as to why the gaming commission approved a boat in that location. It is clearly, if every anything was clear, a 2-boat market, it's a small market. They simply ran out of places to put properties, and made, I think, a foolish judgment to allow Pinnacle to go in and decimate the existing 2 properties. So stay tuned. It's going to be -- I think Bill said it best. We have a realistic assumption of what this is going to be. I don't think it's going to be fun for Pinnacle. We'll do our best, by the way, to make sure that it's not. But it -- this is just a plain foolish decision.

Steven M. Wieczynski - Stifel, Nicolaus & Co., Inc., Research Division

Okay, great. And then, Tim, can you just give an update on what you see right now in Vegas from a promotional standpoint?

Timothy J. Wilmott

Generally, more the same. The locals market continues to be sluggish out there. Promotional activity is slightly more rational than what we saw a couple of quarters ago. And we've certainly, at The M, continued to pair back our marketing expenses, where we believe we can improve the profitability of our revenue streams. Generally, behaving a little bit better than it had in the past couple of quarters, and we've been able to take advantage of that market. Even though, as I've said at the outset, it's still a very sluggish market from a [indiscernible] perspective.

Operator

Our next question comes from the line of Brian Egger with Topeka Capital Markets.

Brian D. Egger - Topeka Capital Markets Inc., Research Division

Just as we approach the opening timetable for the video gaming terminals at the restaurants, bars and taverns in Illinois, just wondering if you had any thoughts at all about -- these are obviously smaller facilities, what about prospective impact on your Illinois properties?

Peter M. Carlino

Brian, we don't anticipate any impact from these bars and taverns opening up. We do know that many of these places had illegal operations there in the first place. And this is not something -- we've seen it other states, specifically, in West Virginia when this all happened. It really didn't have an impact on our land-based operations, and we don't expect in Aurora, Joliet or Alton for this to have any material effect at all.

Operator

And our final question comes from the line of Dennis Forst with KeyBanc.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

First, Bill, I wanted to make sure I heard correctly on the cap interest for the second quarter. What did you say it was?

William J. Clifford

Cap interest was $3 million.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

$3 million, okay. And any guidance for third or fourth quarter with cap interest?

William J. Clifford

Sure. We have roughly $2.2 million in the third and roughly $800,000 on the fourth.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

Okay, great. And then as far as the guidance on revenues for the third quarter, that would indicate a decline sequentially, as well as a decline year-over-year for total revenues even including the new Toledo casino. So that would indicate to me that you're expecting some rather substantial decreases elsewhere. I've been playing with the numbers all morning and having trouble getting below 7 10 in revenues. But can you give any color on where those declines are going to be elsewhere to offset a full quarter from Toledo?

William J. Clifford

No, on a year-over-year basis -- I'm just going relative to where -- certainly, we've got expectations for -- there is going to be a cannibalization impact within Charles Town, Lawrenceburg, Penn National. Baton Rouge starts to kick in in September. I think we'd continue to see declines year-over-year in Aurora properties as well as Joliet.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

But shouldn't those be anniversaried and kind of be flatlined the next couple of quarters with what we saw in the first couple of quarters? Or will there be further deterioration?

William J. Clifford

We'll, not really further deterioration. If you recall what we've initially saw, when Rivers opened up is we saw quite a little impact in the first few months of opening. And now we've settled into a more reasonable pattern. I don't think that -- I wouldn't say that we're seeing a deterioration in Aurora and Joliet from the second quarter or even the first quarter this year, but we're certainly seeing it in a year-over-year basis. With that, I'm really not going to get into more specifics in that. I mean obviously...

Peter M. Carlino

We also have the Riverside impact too of the speedway.

William J. Clifford

Riverside, that's right. This is a rough year, guys. I mean, I don't want to characterize it any other way in terms of what we're seeing in cannibalization, with all the different properties that are affected. The good news is that as we roll out into '13 and '14, that stuff's incorporated. And candidly, as we look at it on a going-forward basis, taking into account the growth pipeline, we're still going to be able to grow from where we're at. So, obviously, it's going to cost us some money to get there, but at the end of the day, we're pretty optimistic on the future.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

Good. And I'll go over my assumptions with Hayes and try and twist his arm to give me a little -- and then lastly, for Tim, do you have any feel for what's going to happen in Windsor with their license? Can there be any movement in that market, with Caesars' license up there or...

Timothy J. Wilmott

Yes, Dennis, unfortunately I have no feel for what the Ontario government is thinking about with that Windsor license at this point. So I don't have any read on that at all.

Dennis I. Forst - KeyBanc Capital Markets Inc., Research Division

Okay, but they -- the Ontario -- all the other Ontario licenses are going to be pretty much up for bid, aren't they?

Timothy J. Wilmott

They're looking to privatize everything. They're looking at potentially adding new licenses to underserved markets within that province. I think there's a lot to digest over the next couple of months. And as I mentioned, Steve Snyder and I are going to be up there in a couple weeks having some very meaningful dialogue with the folks in the province. So I think within the next 60 to 90 days, how that's going to evolve in that part of Canada will be much clearer to us than it is today.

Operator

Thank you, and we have no further questions at this time.

Peter M. Carlino

Excellent. Perfect timing. And I want to thank you all for joining us today, and I look forward to talking again next quarter. Thanks again.

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.

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