Document_and_Entity_Informatio
Document and Entity Information | 8 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Gaming & Leisure Properties, Inc. | ' |
Entity Central Index Key | '0001575965 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 89,020,704 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash | $0 | $0 |
Total assets | 0 | 0 |
Stockholder's Equity | ' | ' |
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding | 0 | 0 |
Additional paid in capital | 0 | 0 |
Total stockholder's equity | $0 | $0 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Mar. 31, 2013 |
Condensed Consolidated Balance Sheets | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
Organization_and_Operations
Organization and Operations | 8 Months Ended |
Sep. 30, 2013 | |
Organization and Operations | ' |
Organization and Operations | ' |
1. Organization and Operations | |
Gaming and Leisure Properties, Inc. (the “Company” or “GLPI”) is a Pennsylvania corporation that was incorporated on February 13, 2013 as a wholly-owned subsidiary of Penn National Gaming, Inc. (“Penn”). On November 1, 2013, Penn completed the spin-off of GLPI by distributing the common stock it held in GLPI to Penn’s shareholders (the “Spin-Off”). Prior to the Spin-Off, Penn engaged in a series of internal corporate restructurings to separate its real estate assets from its operating assets. GLPI holds directly or indirectly substantially all of the assets and liabilities associated with the real property interests and real estate development business related to Penn’s gaming operations, as well as the assets and liabilities of Louisiana Casino Cruises, Inc. (“Hollywood Casino Baton Rouge”) and Penn Cecil Maryland, Inc. (“Hollywood Casino Perryville”). Penn continues to hold all of its other historical operations, assets and liabilities. | |
GLPI intends to elect to be taxed as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes, which GLPI currently expects to occur commencing with its taxable year beginning on January 1, 2014. GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in “triple net” lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. As of November 1, 2013, GLPI’s sole tenant is Penn Tenant, LLC (“Penn Tenant”), a subsidiary of Penn, which leases the GLPI assets related to the business of Penn other than the Hollywood Casino Baton Rouge and Hollywood Casino Perryville (the “TRS Properties”) pursuant to a master lease agreement (the “Master Lease”). Following its qualification as a REIT, GLPI expects to be the first gaming-focused REIT, and expects to grow its portfolio by aggressively pursuing opportunities to acquire additional gaming facilities to lease to gaming operators, which may include Penn. GLPI also anticipates diversifying its portfolio over time, including by acquiring properties outside the gaming industry to lease to third parties. | |
To govern their ongoing relationship, Penn and GLPI or their respective subsidiaries, as applicable, entered into certain agreements on or prior to the Spin-Off. These agreements included: (i) a separation and distribution agreement, providing for the separation of Penn’s real estate assets and certain organizational matters, setting forth certain mechanics related to the Spin-Off and setting forth certain ongoing agreements between Penn and GLPI with respect to the Spin-Off (the “Separation and Distribution Agreement”), (ii) the Master Lease, (iii) an agreement relating to tax matters (the “Tax Matters Agreement”), (iv) an agreement pursuant to which Penn provides certain services to GLPI on a transitional basis (the “Transition Services Agreement”) and (v) an agreement relating to employee matters (the “Employee Matters Agreement”). | |
We believe that we will qualify as a REIT commencing with our taxable year beginning January 1, 2014. To maintain our status as a REIT, we will be required to distribute 90% of our ordinary taxable income to our shareholders. Generally, and subject to our ongoing qualification as a REIT, no provisions for income taxes will be necessary except for taxes on undistributed REIT taxable income and taxes on the income generated by our TRS properties. Our TRS properties will be subject to corporate federal and state income tax on their taxable income at regular statutory rates. | |
The consolidated balance sheets should be read in conjunction with the schedule of real estate assets to be acquired by GLPI and the combined financial statements of Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. which are included in this Form 10-Q. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 8 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
Basis of Presentation | |
The accompanying consolidated balance sheets of GLPI have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). | |
Use of Estimates | |
The preparation of the consolidated balance sheets in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts reported in the balance sheet and related notes. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
The Company considers all cash balances and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. |
Commitments_and_Contingencies
Commitments and Contingencies | 8 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
3. Commitments and Contingencies | |||||
Litigation | |||||
The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming, and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. | |||||
Pursuant to the Separation and Distribution Agreement, any liability arising from or relating to legal proceedings involving the businesses and operations of Penn’s real property holdings prior to the Spin-Off (other than any liability arising from or relating to legal proceedings where the dispute arises from the operation or ownership of the TRS Properties) is retained by Penn and Penn indemnifies GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses it may incur arising from or relating to such legal proceedings. | |||||
Rentals under Operating Leases | |||||
The majority of the Company’s real estate properties are leased to Penn Tenant under the Master Lease. The Master Lease provides for an initial term of 15 years commencing on November 1, 2013, with no purchase option. At the option of the Penn Tenant, the Master Lease may be extended for up to four five-year renewal terms beyond the initial term, on the same terms and conditions. The future minimum rental income (which excludes any rental payments that are variable during the term of the Master Lease) from the Company’s properties under non-cancelable operating leases is as follows (in thousands): | |||||
Year ending December 31, | |||||
2013 (2 months) | $ | 62,800 | |||
2014 | 376,802 | ||||
2015 | 376,802 | ||||
2016 | 376,802 | ||||
2017 | 376,802 | ||||
Thereafter | 3,646,018 | ||||
Total | $ | 5,216,026 | |||
Operating Lease Commitments | |||||
In connection with the Spin-Off, Penn assigned to GLPI various leases on the real property held by GLPI. The following is a description of some of the more significant lease contracts that Penn assigned to GLPI on November 1, 2013: | |||||
A lease agreement for the land utilized in connection with the operations of a casino in Biloxi, Mississippi. The lease commenced March 3, 1994 and is for a term of 99 years. The annual rental payment, which is currently $0.14 million, is increased every 5 years by fifteen percent. The next reset period is in March 2014. | |||||
A lease agreement for the land utilized in connection with the operations of a casino in Tunica, Mississippi. The lease commenced on October 11, 1993 with a five year initial term and nine five year renewals at the tenant’s option. The lease agreement has an annual fixed rent provision, as well as an annual revenue-sharing provision, which is equal to the result obtained by subtracting the fixed rent provision from 4% of gross revenues. | |||||
An operating lease with the City of Bangor which covers the permanent casino facility that opened on July 1, 2008. Under the lease agreement, there is a fixed rent provision, as well as a revenue-sharing provision, which is equal to 3% of gross slot revenue. The final term of the lease, which commenced with the opening of the permanent facility, is for an initial term of fifteen years, with three ten-year renewal options. GLPI assumed the obligations related to the fixed rent provisions and Penn remains liable for the revenue sharing obligations as the operator of the facility. | |||||
The future minimum lease commitments of GLPI are shown below. Note that this table does not include commitments related to obligations that are variable in nature and as such is not illustrative of the total anticipated payments that GLPI will incur related to these leases over this time period (in thousands): | |||||
Year ending December 31, | |||||
2013 (2 months) | $ | 243 | |||
2014 | 998 | ||||
2015 | 301 | ||||
2016 | 300 | ||||
2017 | 314 | ||||
Thereafter | 44,436 | ||||
Total | $ | 46,592 |
Subsequent_Events
Subsequent Events | 8 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
4. Subsequent Events | |
On November 1, 2013, Penn effected the Spin-Off by distributing one share of common stock of GLPI to the holders of Penn common stock and Series C Convertible Preferred Stock for every share of Penn common stock and every 1/1000th of a share of Series C Preferred Stock that they held at the close of business on October 16, 2013, the record date for the Spin-Off. Peter M. Carlino and the PMC Delaware Dynasty Trust dated September 25, 2013, a trust for the benefit of Mr. Carlino’s children, also received additional shares of GLPI common stock, in exchange for shares of Penn common stock that they transferred to Penn immediately prior to the Spin-Off, and Mr. Carlino exchanged certain options to acquire Penn common stock for options to acquire GLPI common stock having the same aggregate intrinsic value. The transactions with Mr. Carlino and the trust were effected solely to ensure compliance with certain rules and regulations related to the qualification of GLPI as a REIT. | |
Prior to the consummation of the Spin-Off, Penn contributed substantially all of the assets and liabilities associated with the real property interests and real estate development business related to Penn’s gaming operations, as well as the assets and liabilities of the TRS Properties, to GLPI through a series of internal corporate restructurings. | |
On October 28, 2013, GLP Capital, L.P. (“GLP Capital”), a wholly owned subsidiary of GLPI, entered into a new five year senior unsecured credit facility (the “Credit Facility”), consisting of a $700 million revolving credit facility and a $300 million Term Loan facility. The interest rates payable on the loans are, at our option, equal to either a LIBOR rate or a base rate plus an applicable margin, which ranges from 1.0% to 2.0% per annum for LIBOR loans and 0.0% to 1.0% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Credit Facility. The current applicable margin is 1.75% for LIBOR loans and 0.75% for base rate loans, which are expected to be reduced to 1.50% and 0.50%, respectively, three months after the closing date, assuming the credit ratings of the Credit Facility are maintained. In addition, the Company is required to pay a commitment fee on the unused portion of the commitments under the revolving facility at a rate that ranges from 0.15% to 0.35% per annum, depending on the credit ratings assigned to the Credit Facility. The current commitment fee rate is 0.30%, and this is expected to be reduced to 0.25% three months after the closing date, assuming the credit ratings of the Credit Facility are maintained. GLP Capital is not required to repay any loans under the Credit Facility prior to maturity on October 28, 2018. GLP Capital may prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any LIBOR breakage costs of the lenders. The Credit Facility is guaranteed by GLPI. | |
The Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and other restricted payments. The Credit Facility contains the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. In addition, GLPI is required to maintain a minimum tangible net worth. GLPI is required to maintain its status as a REIT on and after the effective date of its election to be treated as a REIT, which election GLPI expects to make on its U.S. federal income tax return for its first full fiscal year following the Spin-Off. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Credit Facility also contains certain customary affirmative covenants and events of default. Such events of default include the occurrence of a change of control and termination of the Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Credit Facility will enable the lenders under the Credit Facility to accelerate the loans, and terminate the commitments, thereunder. | |
On October 30 and 31, 2013, the Company completed offerings of $2,050 million aggregate principal amount of three series of new senior notes issued by two of GLPI’s wholly owned subsidiaries (the “Issuers”): $550 million of 4.375% Senior Notes due 2018 (the “2018 Notes”); $1,000 million of 4.875% Senior Notes due 2020 (the “2020 Notes”); and $500 million of 5.375% Senior Notes due 2023 (the “2023 Notes,” and collectively with the 2018 Notes and the 2020 Notes, the “Notes”). The 2018 Notes mature on November 1, 2018 and bear interest at a rate of 4.375% per year. The 2020 Notes mature on November 1, 2020 and bear interest at a rate of 4.875% per year. The 2023 Notes mature on November 1, 2023 and bear interest at a rate of 5.375% per year. Interest on the Notes is payable on May 1 and November 1 of each year, beginning on May 1, 2014. | |
The Company may redeem the Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Notes redeemed, plus a “make-whole” redemption premium described in the indenture governing the Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Notes of a particular series, the Company will be required to give holders of the Notes of such series the opportunity to sell their Notes of such series at a price equal to 101% of the principal amount of the Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations. | |
The Notes are guaranteed on a senior unsecured basis by GLPI. The Notes are the Issuers senior unsecured obligations and rank pari passu in right of payment with all of the Issuers senior indebtedness, including the Credit Facility, and senior in right of payment to all of the Issuers subordinated indebtedness, without giving effect to collateral arrangements. | |
The Notes contain covenants limiting the Issuers ability to: incur additional debt and use their assets to secure debt; merge or consolidate with another company; and make certain amendments to the Master Lease. The Notes also require the Issuers to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. | |
GLPI used the proceeds of the 2018 Notes and the 2023 Notes, together with borrowings under the Credit Facility, to make distributions directly or indirectly, to Penn in partial exchange for the contribution of real property assets to GLPI in connection with the Spin-Off and to pay related fees and expenses. A portion of the net proceeds from the 2020 Notes was used to repay certain amounts drawn under the revolving portion of the Credit Facility and the remaining net proceeds are intended to be used to fund a distribution by GLPI of accumulated earnings and profits on its real property assets in order to comply with certain REIT qualification requirements. The estimated accumulated earnings and profit distribution will be approximately $1.05 billion of which GLPI expects will consist of at least 20% being paid in cash with the remainder in GLPI common stock. The proceeds of additional revolving loans under the Credit Facility will be used for working capital, to fund permitted dividends, distributions and acquisitions, for general corporate purposes and for any other purpose not prohibited by the documentation governing the Credit Facility. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 8 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying consolidated balance sheets of GLPI have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of the consolidated balance sheets in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts reported in the balance sheet and related notes. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all cash balances and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 8 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies | ' | ||||
Schedule of future minimum rental income (which excludes any rental payments that are variable during the term of the Master Lease) from the Company's properties under non-cancelable operating leases | ' | ||||
The future minimum rental income (which excludes any rental payments that are variable during the term of the Master Lease) from the Company’s properties under non-cancelable operating leases is as follows (in thousands): | |||||
Year ending December 31, | |||||
2013 (2 months) | $ | 62,800 | |||
2014 | 376,802 | ||||
2015 | 376,802 | ||||
2016 | 376,802 | ||||
2017 | 376,802 | ||||
Thereafter | 3,646,018 | ||||
Total | $ | 5,216,026 | |||
Schedule of future minimum lease commitments | ' | ||||
Note that this table does not include commitments related to obligations that are variable in nature and as such is not illustrative of the total anticipated payments that GLPI will incur related to these leases over this time period (in thousands): | |||||
Year ending December 31, | |||||
2013 (2 months) | $ | 243 | |||
2014 | 998 | ||||
2015 | 301 | ||||
2016 | 300 | ||||
2017 | 314 | ||||
Thereafter | 44,436 | ||||
Total | $ | 46,592 |
Organization_and_Operations_De
Organization and Operations (Details) | 8 Months Ended |
Sep. 30, 2013 | |
Organization and Operations | ' |
Minimum percentage of taxable income to be distributed to shareholders for maintaining qualification as REIT | 90.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Nov. 01, 2013 |
Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | ||
Casino in Biloxi, Mississippi | Casino in Tunica, Mississippi | City of Bangor | Maximum | |||
item | item | item | ||||
Operating Leases | ' | ' | ' | ' | ' | ' |
Initial term of Master Lease | ' | '15 years | ' | ' | ' | ' |
Number of lease renewal options of Master Lease | ' | ' | ' | ' | ' | 4 |
Term of Master Lease renewal options | ' | '5 years | ' | ' | ' | ' |
Future minimum rental income (which excludes any rental payments that are variable during the term of the Master Lease) from the properties under non-cancelable operating leases | ' | ' | ' | ' | ' | ' |
2013 (2 months) | $62,800,000 | ' | ' | ' | ' | ' |
2014 | 376,802,000 | ' | ' | ' | ' | ' |
2015 | 376,802,000 | ' | ' | ' | ' | ' |
2016 | 376,802,000 | ' | ' | ' | ' | ' |
2017 | 376,802,000 | ' | ' | ' | ' | ' |
Thereafter | 3,646,018,000 | ' | ' | ' | ' | ' |
Total | 5,216,026,000 | ' | ' | ' | ' | ' |
Operating Lease Commitments | ' | ' | ' | ' | ' | ' |
Initial term of lease | ' | ' | '99 years | '5 years | '15 years | ' |
Annual rental payment | ' | ' | 140,000 | ' | ' | ' |
Period after which the annual rental payment will be increased by fifteen percent | ' | ' | '5 years | ' | ' | ' |
Increase in annual rental payment after every 5 years (as a percent) | ' | ' | 15.00% | ' | ' | ' |
Number of lease renewal options | ' | ' | ' | 9 | 3 | ' |
Term of lease renewal options | ' | ' | ' | '5 years | '10 years | ' |
Percentage of gross revenues for determination of annual revenue-sharing provision under the lease agreement | ' | ' | ' | 4.00% | ' | ' |
Revenue-sharing provision as a percentage of gross slot revenue under the lease agreement | ' | ' | ' | ' | 3.00% | ' |
Future minimum lease commitments | ' | ' | ' | ' | ' | ' |
2013 (2 months) | 243,000 | ' | ' | ' | ' | ' |
2014 | 998,000 | ' | ' | ' | ' | ' |
2015 | 301,000 | ' | ' | ' | ' | ' |
2016 | 300,000 | ' | ' | ' | ' | ' |
2017 | 314,000 | ' | ' | ' | ' | ' |
Thereafter | 44,436,000 | ' | ' | ' | ' | ' |
Total | $46,592,000 | ' | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent event, USD $) | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||||
Nov. 01, 2013 | Nov. 01, 2013 | Oct. 28, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | Oct. 28, 2013 | |
Minimum | Credit Facility | Senior Notes | Senior Notes | Senior Notes | 2018 Notes | 2020 Notes | 2023 Notes | Penn | GLP Capital | GLP Capital | GLP Capital | GLP Capital | GLP Capital | GLP Capital | GLP Capital | GLP Capital | GLP Capital | GLP Capital | GLP Capital | GLP Capital | GLP Capital | GLP Capital | ||
item | item | If redeemed 90 or fewer days prior to maturity | Change of control | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Credit Facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Term Loan facility | |||||||
LIBOR | LIBOR | LIBOR | LIBOR | Base rate | Base rate | Base rate | Base rate | Expected | Minimum | Maximum | ||||||||||||||
Expected | Minimum | Maximum | Expected | Minimum | Maximum | |||||||||||||||||||
Subsequent events | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock that were issued to the holders of common stock and Series C convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of Series C preferred stock, the holders of which are entitled to receive one share of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.001 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $700,000,000 | ' | ' | ' | $300,000,000 |
Interest rate, description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | 'base rate | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate added to the base rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 1.50% | 1.00% | 2.00% | 0.75% | 0.50% | 0.00% | 1.00% | ' | ' | ' | ' | ' |
Commitment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.30% | 0.25% | 0.15% | 0.35% | ' |
Number of trailing quarters used in the measurement of financial covenants | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | 2,050,000,000 | ' | ' | 550,000,000 | 1,000,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of series of new notes issued | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of wholly owned subsidiaries issuing debt instrument | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument interest rate stated percentage | ' | ' | ' | ' | ' | ' | 4.38% | 4.88% | 5.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of principal amount at which the Issuers may redeem notes | ' | ' | ' | 100.00% | 100.00% | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated accumulated earnings and profit distribution | $1,050,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated earnings and profit distribution expected as cash payment (as a percent) | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule_of_Real_Estate_Assets
Schedule of Real Estate Assets to be Acquired by Gaming and Leisure Properties, Inc (Penn National Gaming, Inc., USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Land and Buildings, net of accumulated depreciation | $2,003,913 | $2,008,171 |
Total assets | $2,003,913 | $2,008,171 |
Business_and_Basis_of_Presenta
Business and Basis of Presentation (Penn) | 9 Months Ended |
Sep. 30, 2013 | |
Penn | ' |
Business and basis of presentation | ' |
Business and Basis of Presentation | ' |
1. Business and Basis of Presentation | |
Penn National Gaming, Inc. and subsidiaries (collectively, “Penn”) is a diversified, multi-jurisdictional owner and manager of gaming and pari-mutuel properties. As of September 30, 2013, Penn owned, managed, or had ownership interests in 28 facilities in the following 18 jurisdictions: Florida, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. On November 15, 2012, Penn announced that it was pursuing plans to separate the majority of its operating assets and real property assets into two publicly traded companies including an operating entity and, through a tax-free spin-off of its real estate assets to holders of its common stock (the “Spin-Off”), a newly formed publicly traded entity that intends to qualify as a real estate investment trust (“REIT”). The Spin-Off was completed on November 1, 2013. | |
Gaming and Leisure Properties, Inc., (the “Company” or “GLPI”) was incorporated on February 13, 2013 as a wholly-owned subsidiary of Penn. On November 1, 2013, Penn completed the Spin-Off by distributing the common stock it held in GLPI to Penn’s shareholders. Prior to the Spin-Off, Penn engaged in a series of internal corporate restructurings to separate its real estate assets from its operating assets. Penn transferred substantially all of the assets and liabilities associated with the real property interests and real estate development business related to Penn’s gaming operations, as well as the assets and liabilities of Louisiana Casino Cruises, Inc. (“Hollywood Casino Baton Rouge”) and Penn Cecil Maryland, Inc. (“Hollywood Casino Perryville”). All of Penn’s operations and other historical assets and liabilities continue to be held by Penn. GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in “triple net” lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. Initially, GLPI’s sole tenant is Penn Tenant, LLC (“Penn Tenant”), a subsidiary of Penn, which leases the GLPI assets related to the business of Penn other than the Hollywood Casino Baton Rouge and Hollywood Casino Perryville (the “TRS Properties”) pursuant to a master lease agreement (the “Master Lease”). Following its qualification as a REIT, GLPI expects to be the first gaming-focused REIT, and expects to grow its portfolio by aggressively pursuing opportunities to acquire additional gaming facilities to lease to gaming operators, which may include Penn. GLPI also anticipates diversifying its portfolio over time, including by acquiring properties outside the gaming industry to lease to third parties. | |
The accompanying schedule of real estate assets to be acquired by GLPI reflects certain owned real estate of 19 gaming and related facilities that were acquired by GLPI from Penn prior to the Spin-Off. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies | 8 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | ||||
Penn | |||||
Summary of significant accounting policies | ' | ' | |||
Summary of Significant Accounting Policies | ' | ' | |||
2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | ||||
Basis of Presentation | Basis of Presentation | ||||
The accompanying consolidated balance sheets of GLPI have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). | The accompanying schedule of real estate assets to be acquired by GLPI reflects the assets directly attributable to Penn’s real estate holdings to be owned by GLPI, with the exception of the operations of Hollywood Casino Baton Rouge and Hollywood Casino Perryville. The schedule of real estate assets to be acquired by GLPI presented herein is combined on the basis of common control. The schedule of real estate assets to be acquired by GLPI is prepared in conformity with United States generally accepted accounting principles (“GAAP”) and has been derived from the accounting records of Penn using the historical basis of assets of Penn adjusted as necessary to conform to GAAP. Management believes the assumptions underlying the schedule of real estate assets to be acquired by GLPI are reasonable. However, the schedule of real estate assets to be acquired by GLPI included herein may not necessarily reflect GLPI’s financial position in the future or what their financial position would have been had GLPI operated independently of Penn at the date presented. | ||||
Use of Estimates | Land and Buildings | ||||
The preparation of the consolidated balance sheets in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts reported in the balance sheet and related notes. Actual results could differ from those estimates. | Land and buildings are stated at historical cost. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income. | ||||
Cash and Cash Equivalents | Depreciation is recorded using the straight-line method over the following estimated useful lives: | ||||
The Company considers all cash balances and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. | Land improvements | 5 to 15 years | |||
Building and improvements | 40 years | ||||
The estimated useful lives are determined based on the nature of the assets as well as the Company’s current operating strategy. | |||||
The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. In assessing the recoverability of the carrying value of land and buildings, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. |
Land_and_Buildings_net
Land and Buildings, net (Penn) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Penn | ' | |||||||
Land and Buildings, net | ' | |||||||
Land and Buildings, net | ' | |||||||
3. Land and Buildings, net | ||||||||
Land and buildings, net, consists of the following (in thousands): | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||
(Unaudited) | ||||||||
Land and improvements | $ | 382,598 | $ | 385,273 | ||||
Building and improvements | 2,083,368 | 2,026,028 | ||||||
Total land and buildings | 2,465,966 | 2,411,301 | ||||||
Less accumulated depreciation | (462,053 | ) | (403,130 | ) | ||||
Land and buildings, net | $ | 2,003,913 | $ | 2,008,171 |
Concentration_of_Credit_Risks
Concentration of Credit Risks (Penn) | 9 Months Ended |
Sep. 30, 2013 | |
Penn | ' |
Concentration of credit risks | ' |
Concentration of Credit Risks | ' |
4. Concentration of Credit Risks | |
Concentrations of credit risks arise when a number of operators, tenants, or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. Substantially all of the Company’s real estate properties are leased to Penn Tenant, and all of the Company’s rental revenues are derived from the Master Lease. Penn is a publicly traded company that is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q with the SEC. Penn’s net revenues were $2.27 billion for the nine months ended September 30, 2013, and $2.90 billion for the year ended December 31, 2012. Other than the Company’s tenant concentration, management believes the current portfolio is reasonably diversified by geographical location and does not contain any other significant concentration of credit risks. The Company’s portfolio of 19 properties is diversified by location across 13 states. |
Subsequent_Event
Subsequent Event | 8 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Penn | ||
Subsequent event | ' | ' |
Subsequent Events | ' | ' |
4. Subsequent Events | 5. Subsequent Event | |
On November 1, 2013, Penn effected the Spin-Off by distributing one share of common stock of GLPI to the holders of Penn common stock and Series C Convertible Preferred Stock for every share of Penn common stock and every 1/1000th of a share of Series C Preferred Stock that they held at the close of business on October 16, 2013, the record date for the Spin-Off. Peter M. Carlino and the PMC Delaware Dynasty Trust dated September 25, 2013, a trust for the benefit of Mr. Carlino’s children, also received additional shares of GLPI common stock, in exchange for shares of Penn common stock that they transferred to Penn immediately prior to the Spin-Off, and Mr. Carlino exchanged certain options to acquire Penn common stock for options to acquire GLPI common stock having the same aggregate intrinsic value. The transactions with Mr. Carlino and the trust were effected solely to ensure compliance with certain rules and regulations related to the qualification of GLPI as a REIT. | As discussed in Note 1, the Spin-Off was completed on November 1, 2013 and in connection with the Spin-Off, GLPI acquired approximately $2.0 billion of Land and Buildings, net of accumulated depreciation. | |
Prior to the consummation of the Spin-Off, Penn contributed substantially all of the assets and liabilities associated with the real property interests and real estate development business related to Penn’s gaming operations, as well as the assets and liabilities of the TRS Properties, to GLPI through a series of internal corporate restructurings. | ||
On October 28, 2013, GLP Capital, L.P. (“GLP Capital”), a wholly owned subsidiary of GLPI, entered into a new five year senior unsecured credit facility (the “Credit Facility”), consisting of a $700 million revolving credit facility and a $300 million Term Loan facility. The interest rates payable on the loans are, at our option, equal to either a LIBOR rate or a base rate plus an applicable margin, which ranges from 1.0% to 2.0% per annum for LIBOR loans and 0.0% to 1.0% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Credit Facility. The current applicable margin is 1.75% for LIBOR loans and 0.75% for base rate loans, which are expected to be reduced to 1.50% and 0.50%, respectively, three months after the closing date, assuming the credit ratings of the Credit Facility are maintained. In addition, the Company is required to pay a commitment fee on the unused portion of the commitments under the revolving facility at a rate that ranges from 0.15% to 0.35% per annum, depending on the credit ratings assigned to the Credit Facility. The current commitment fee rate is 0.30%, and this is expected to be reduced to 0.25% three months after the closing date, assuming the credit ratings of the Credit Facility are maintained. GLP Capital is not required to repay any loans under the Credit Facility prior to maturity on October 28, 2018. GLP Capital may prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any LIBOR breakage costs of the lenders. The Credit Facility is guaranteed by GLPI. | ||
The Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and other restricted payments. The Credit Facility contains the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. In addition, GLPI is required to maintain a minimum tangible net worth. GLPI is required to maintain its status as a REIT on and after the effective date of its election to be treated as a REIT, which election GLPI expects to make on its U.S. federal income tax return for its first full fiscal year following the Spin-Off. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Credit Facility also contains certain customary affirmative covenants and events of default. Such events of default include the occurrence of a change of control and termination of the Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Credit Facility will enable the lenders under the Credit Facility to accelerate the loans, and terminate the commitments, thereunder. | ||
On October 30 and 31, 2013, the Company completed offerings of $2,050 million aggregate principal amount of three series of new senior notes issued by two of GLPI’s wholly owned subsidiaries (the “Issuers”): $550 million of 4.375% Senior Notes due 2018 (the “2018 Notes”); $1,000 million of 4.875% Senior Notes due 2020 (the “2020 Notes”); and $500 million of 5.375% Senior Notes due 2023 (the “2023 Notes,” and collectively with the 2018 Notes and the 2020 Notes, the “Notes”). The 2018 Notes mature on November 1, 2018 and bear interest at a rate of 4.375% per year. The 2020 Notes mature on November 1, 2020 and bear interest at a rate of 4.875% per year. The 2023 Notes mature on November 1, 2023 and bear interest at a rate of 5.375% per year. Interest on the Notes is payable on May 1 and November 1 of each year, beginning on May 1, 2014. | ||
The Company may redeem the Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Notes redeemed, plus a “make-whole” redemption premium described in the indenture governing the Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Notes of a particular series, the Company will be required to give holders of the Notes of such series the opportunity to sell their Notes of such series at a price equal to 101% of the principal amount of the Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations. | ||
The Notes are guaranteed on a senior unsecured basis by GLPI. The Notes are the Issuers senior unsecured obligations and rank pari passu in right of payment with all of the Issuers senior indebtedness, including the Credit Facility, and senior in right of payment to all of the Issuers subordinated indebtedness, without giving effect to collateral arrangements. | ||
The Notes contain covenants limiting the Issuers ability to: incur additional debt and use their assets to secure debt; merge or consolidate with another company; and make certain amendments to the Master Lease. The Notes also require the Issuers to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. | ||
GLPI used the proceeds of the 2018 Notes and the 2023 Notes, together with borrowings under the Credit Facility, to make distributions directly or indirectly, to Penn in partial exchange for the contribution of real property assets to GLPI in connection with the Spin-Off and to pay related fees and expenses. A portion of the net proceeds from the 2020 Notes was used to repay certain amounts drawn under the revolving portion of the Credit Facility and the remaining net proceeds are intended to be used to fund a distribution by GLPI of accumulated earnings and profits on its real property assets in order to comply with certain REIT qualification requirements. The estimated accumulated earnings and profit distribution will be approximately $1.05 billion of which GLPI expects will consist of at least 20% being paid in cash with the remainder in GLPI common stock. The proceeds of additional revolving loans under the Credit Facility will be used for working capital, to fund permitted dividends, distributions and acquisitions, for general corporate purposes and for any other purpose not prohibited by the documentation governing the Credit Facility. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Policies) | 8 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | ||||
Penn | |||||
Summary of significant accounting policies | ' | ' | |||
Basis of Presentation | ' | ' | |||
Basis of Presentation | Basis of Presentation | ||||
The accompanying consolidated balance sheets of GLPI have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). | The accompanying schedule of real estate assets to be acquired by GLPI reflects the assets directly attributable to Penn’s real estate holdings to be owned by GLPI, with the exception of the operations of Hollywood Casino Baton Rouge and Hollywood Casino Perryville. The schedule of real estate assets to be acquired by GLPI presented herein is combined on the basis of common control. The schedule of real estate assets to be acquired by GLPI is prepared in conformity with United States generally accepted accounting principles (“GAAP”) and has been derived from the accounting records of Penn using the historical basis of assets of Penn adjusted as necessary to conform to GAAP. Management believes the assumptions underlying the schedule of real estate assets to be acquired by GLPI are reasonable. However, the schedule of real estate assets to be acquired by GLPI included herein may not necessarily reflect GLPI’s financial position in the future or what their financial position would have been had GLPI operated independently of Penn at the date presented. | ||||
Land and Buildings | ' | ' | |||
Land and Buildings | |||||
Land and buildings are stated at historical cost. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income. | |||||
Depreciation is recorded using the straight-line method over the following estimated useful lives: | |||||
Land improvements | 5 to 15 years | ||||
Building and improvements | 40 years | ||||
The estimated useful lives are determined based on the nature of the assets as well as the Company’s current operating strategy. | |||||
The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. In assessing the recoverability of the carrying value of land and buildings, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Tables) (Penn) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Penn | ' | |||
Summary of significant accounting policies | ' | |||
Schedule of the estimated useful lives of land and buildings | ' | |||
Land improvements | 5 to 15 years | |||
Building and improvements | 40 years |
Land_and_Buildings_net_Tables
Land and Buildings, net (Tables) (Penn) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Penn | ' | |||||||
Land and Buildings, net | ' | |||||||
Schedule of land and buildings, net | ' | |||||||
Land and buildings, net, consists of the following (in thousands): | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||
(Unaudited) | ||||||||
Land and improvements | $ | 382,598 | $ | 385,273 | ||||
Building and improvements | 2,083,368 | 2,026,028 | ||||||
Total land and buildings | 2,465,966 | 2,411,301 | ||||||
Less accumulated depreciation | (462,053 | ) | (403,130 | ) | ||||
Land and buildings, net | $ | 2,003,913 | $ | 2,008,171 |
Business_and_Basis_of_Presenta1
Business and Basis of Presentation (Details) (Penn) | 9 Months Ended |
Sep. 30, 2013 | |
item | |
Penn | ' |
Business and basis of presentation | ' |
Number of facilities the entity owned, managed, or had ownership interest in | 28 |
Number of jurisdictions in which the entity operates | 18 |
Number of publicly traded companies | 2 |
Number of gaming and related facilities acquired | 19 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details) (Penn) | 9 Months Ended |
Sep. 30, 2013 | |
Land improvements | Minimum | ' |
Land and buildings | ' |
Useful lives | '5 years |
Land improvements | Maximum | ' |
Land and buildings | ' |
Useful lives | '15 years |
Building and improvements | ' |
Land and buildings | ' |
Useful lives | '40 years |
Land_and_Buildings_net_Details
Land and Buildings, net (Details) (Penn, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Land and Buildings, net | ' | ' |
Total land and buildings | $2,465,966 | $2,411,301 |
Less accumulated depreciation | -462,053 | -403,130 |
Land and buildings, net | 2,003,913 | 2,008,171 |
Land and improvements | ' | ' |
Land and Buildings, net | ' | ' |
Total land and buildings | 382,598 | 385,273 |
Building and improvements | ' | ' |
Land and Buildings, net | ' | ' |
Total land and buildings | $2,083,368 | $2,026,028 |
Concentration_of_Credit_Risks_
Concentration of Credit Risks (Details) (Penn, USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
item | ||
Penn | ' | ' |
Concentration of credit risks | ' | ' |
Net revenues | $2,270,000 | $2,900,000 |
Number of properties | 19 | ' |
Number of states across which the portfolio of properties is diversified | 13 | ' |
Subsequent_Event_Details
Subsequent Event (Details) (Penn, USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 01, 2013 |
In Thousands, unless otherwise specified | Subsequent event | ||
Subsequent event | ' | ' | ' |
Land and Buildings, net of accumulated depreciation | $2,003,913 | $2,008,171 | $2,000,000 |
Condensed_Combined_Balance_She
Condensed Combined Balance Sheets (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. Predecessor, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $18,550 | $14,562 |
Receivables, net of allowance for doubtful accounts of $34 and $36 at September 30, 2013 and December 31, 2012, respectively | 418 | 444 |
Prepaid expenses and other current assets | 2,887 | 1,706 |
Deferred income taxes | 1,985 | 2,070 |
Total current assets | 23,840 | 18,782 |
Property and equipment, net | 111,185 | 118,954 |
Other assets | ' | ' |
Receivable from Penn National Gaming, Inc. | 46,926 | 43,318 |
Goodwill | 75,521 | 75,521 |
Other intangible assets | 9,577 | 9,577 |
Other assets | 134 | 134 |
Total other assets | 132,158 | 128,550 |
Total assets | 267,183 | 266,286 |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 6,007 | 6,038 |
Accrued salaries and wages | 2,928 | 3,507 |
Income taxes | 6,959 | 11,538 |
Other current liabilities | 1,959 | 1,245 |
Total current liabilities | 17,853 | 22,328 |
Long-term liabilities | ' | ' |
Deferred income taxes | 4,992 | 7,628 |
Total long-term liabilities | 4,992 | 7,628 |
Stockholder's Equity | ' | ' |
Additional paid-in capital | 68,770 | 71,356 |
Retained earnings | 175,568 | 164,974 |
Total stockholder's equity | 244,338 | 236,330 |
Total liabilities and stockholders' equity | $267,183 | $266,286 |
Condensed_Combined_Balance_She1
Condensed Combined Balance Sheets (Parenthetical) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' | ' |
Receivables, allowance for doubtful accounts (in dollars) | $34 | $36 |
Condensed_Combined_Statements_
Condensed Combined Statements of Income (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Gaming | $38,129 | $44,111 | $123,508 | $166,352 |
Food, beverage and other | 2,984 | 3,464 | 9,573 | 12,608 |
Revenues | 41,113 | 47,575 | 133,081 | 178,960 |
Less promotional allowances | -1,480 | -1,752 | -4,727 | -5,976 |
Net revenues | 39,633 | 45,823 | 128,354 | 172,984 |
Operating expenses | ' | ' | ' | ' |
Gaming | 21,701 | 24,263 | 69,182 | 92,541 |
Food, beverage and other | 2,690 | 3,077 | 8,240 | 10,241 |
General and administrative | 5,966 | 6,762 | 18,541 | 20,429 |
Depreciation | 3,611 | 3,566 | 10,826 | 10,639 |
Total operating expenses | 33,968 | 37,668 | 106,789 | 133,850 |
Income from operations | 5,665 | 8,155 | 21,565 | 39,134 |
Other income (expenses) | ' | ' | ' | ' |
Interest income | ' | ' | 1 | 2 |
Management fee | -1,189 | -1,375 | -3,850 | -5,190 |
Total other expenses | -1,189 | -1,375 | -3,849 | -5,188 |
Income from operations before income taxes | 4,476 | 6,780 | 17,716 | 33,946 |
Taxes on income | 1,795 | 2,250 | 7,122 | 13,132 |
Net income | $2,681 | $4,530 | $10,594 | $20,814 |
Condensed_Combined_Statements_1
Condensed Combined Statements of Changes in Stockholders' Equity (USD $) | Total | Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. |
In Thousands, unless otherwise specified | Predecessor | Predecessor | Predecessor | |
Additional Paid-In Capital | Retained Earnings | |||
Balance at Dec. 31, 2011 | ' | $219,911 | $77,856 | $142,055 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Cash distributions to Penn National Gaming, Inc | ' | -6,500 | -6,500 | ' |
Net income | ' | 20,814 | ' | 20,814 |
Balance at Sep. 30, 2012 | ' | 234,225 | 71,356 | 162,869 |
Balance at Jun. 30, 2012 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Net income | ' | 4,530 | ' | ' |
Balance at Sep. 30, 2012 | ' | 234,225 | ' | ' |
Balance at Dec. 31, 2012 | ' | 236,330 | 71,356 | 164,974 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Cash distributions to Penn National Gaming, Inc | ' | -2,586 | -2,586 | ' |
Net income | ' | 10,594 | ' | 10,594 |
Balance at Sep. 30, 2013 | 0 | 244,338 | 68,770 | 175,568 |
Balance at Jun. 30, 2013 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Net income | ' | 2,681 | ' | ' |
Balance at Sep. 30, 2013 | $0 | $244,338 | ' | ' |
Condensed_Combined_Statements_2
Condensed Combined Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | |
Predecessor | Predecessor | |
Operating activities | ' | ' |
Net income | $10,594 | $20,814 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 10,826 | 10,639 |
Gain on sale of fixed assets | -31 | -94 |
Deferred income taxes | -2,551 | 796 |
Decrease (increase), | ' | ' |
Accounts receivable | 26 | 804 |
Prepaid expenses and other current assets | -1,181 | 64 |
Other assets | ' | -4 |
(Decrease) increase, | ' | ' |
Accounts payable and accrued expenses | -31 | -99 |
Accrued salaries and wages | -579 | -135 |
Income taxes | -4,579 | -12,014 |
Other current liabilities | 714 | 190 |
Net cash provided by operating activities | 13,208 | 20,961 |
Investing activities | ' | ' |
Expenditures for property and equipment, net of reimbursements | -3,167 | -3,539 |
Proceeds from sale of property and equipment | 141 | 93 |
Net cash used in investing activities | -3,026 | -3,446 |
Financing activities | ' | ' |
Net advances to Penn National Gaming, Inc. | -3,608 | -13,250 |
Cash distributions to Penn National Gaming, Inc. | -2,586 | -6,500 |
Net cash used in financing activities | -6,194 | -19,750 |
Net increase (decrease) in cash and cash equivalents | 3,988 | -2,235 |
Cash and cash equivalents at beginning of year | 14,562 | 17,146 |
Cash and cash equivalents at end of period | $18,550 | $14,911 |
Business_and_Basis_of_Presenta2
Business and Basis of Presentation (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor) | 9 Months Ended |
Sep. 30, 2013 | |
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' |
Business and basis of presentation | ' |
Business and Basis of Presentation | ' |
1. Business and Basis of Presentation | |
Louisiana Casino Cruises, Inc. (“Hollywood Casino Baton Rouge”) and Penn Cecil Maryland, Inc. (“Hollywood Casino Perryville”), which operate Hollywood Casino Baton Rouge and Hollywood Casino Perryville, respectively, were historically wholly-owned subsidiaries of Penn National Gaming, Inc. (“Penn”), a publicly held Pennsylvania corporation. On November 15, 2012, Penn announced that it was pursuing plans to separate the majority of its operating assets and real property assets into two separate publicly traded companies: an operating entity and, through a tax-free spin-off (the “Spin-Off”) of its real estate assets to holders of its common stock, a newly formed publicly traded entity that intends to qualify as a real estate investment trust (“REIT”), named Gaming and Leisure Properties, Inc. (“GLPI”). On November 1, 2013, Penn completed the Spin-Off by distributing the common stock it held in GLPI to Penn’s shareholders. Prior to the Spin-Off, Penn engaged in a series of internal corporate restructurings to separate its real estate assets from its operating assets. GLPI now holds directly or indirectly substantially all of the assets and liabilities associated with the real property interests and real estate development business related to Penn’s gaming operations, as well as all of the interests in Hollywood Casino Baton Rouge and Hollywood Casino Perryville (which are together referred to in these notes as “the Company”). Penn continues to hold all of its other historical operations, assets and liabilities. | |
Hollywood Casino Baton Rouge was acquired by Penn in April 2001 as part of its acquisition of CRC Holdings, Inc. The facility is a dockside riverboat gaming facility which at September 30, 2013 featured approximately 121,000 square feet of property space with 940 gaming machines and 18 table games. The facility also includes a dockside building featuring a variety of amenities, including a steakhouse, a buffet and deli and various entertainment options. Hollywood Casino Perryville was opened by Penn on September 27, 2010. At September 30, 2013, the facility featured approximately 98,000 square feet of property space with 1,158 slot machines and 12 table games. | |
The 2013 and 2012 financial information has been derived from the operations of Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville were recorded at their respective historical carrying values at the time of the Spin-off in accordance with the provisions of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 505-60, “Spinoffs and Reverse Spinoffs.” Information contained in the prospectus on Form 424b3, which was filed with the Securities and Exchange Commission on October 10, 2013, should be read in conjunction with these combined financial statements. | |
The accompanying unaudited combined financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods. Actual results could differ from those estimates. |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies | 8 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | Sep. 30, 2013 | ||||||||||||||
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | |||||||||||||||
Predecessor | |||||||||||||||
Summary of significant accounting policies | ' | ' | |||||||||||||
Summary of Significant Accounting Policies | ' | ' | |||||||||||||
2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | ||||||||||||||
Basis of Presentation | Cash and Cash Equivalents | ||||||||||||||
The accompanying consolidated balance sheets of GLPI have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). | The Company considers all cash balances and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. | ||||||||||||||
Use of Estimates | Concentration of Credit Risk | ||||||||||||||
The preparation of the consolidated balance sheets in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts reported in the balance sheet and related notes. Actual results could differ from those estimates. | Financial instruments that subject the Company to credit risk consist of cash and cash equivalents. At times, the Company has bank deposits that exceed federally insured limits. | ||||||||||||||
Cash and Cash Equivalents | Accounts are written off when management determines that an account is uncollectible. Recoveries of accounts previously written off are recorded when received. An allowance for doubtful accounts is determined to reduce the Company’s receivables to their carrying value, which approximates fair value. | ||||||||||||||
The Company considers all cash balances and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. | The allowance is estimated based on historical collection experience, specific review of individual customer accounts, and current economic and business conditions. | ||||||||||||||
Property and Equipment | |||||||||||||||
Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income. | |||||||||||||||
Depreciation of property and equipment is recorded using the straight-line method over the following estimated useful lives: | |||||||||||||||
Land improvements | 5 to 15 years | ||||||||||||||
Building and improvements | 5 to 40 years | ||||||||||||||
Furniture, fixtures, and equipment | 3 to 31 years | ||||||||||||||
Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term. | |||||||||||||||
The estimated useful lives are determined based on the nature of the assets as well as the Company’s current operating strategy. | |||||||||||||||
The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the individual property level. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. | |||||||||||||||
Goodwill and Other Intangible Assets | |||||||||||||||
At September 30, 2013, the Company had $75.5 million in goodwill and $9.6 million in other intangible assets within its combined balance sheet, resulting from the Company’s acquisition of Hollywood Casino Baton Rouge and payments for Hollywood Casino Perryville’s gaming license. | |||||||||||||||
Goodwill is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the Hollywood Casino Baton Rouge reporting unit to its carrying amount. If the carrying amount exceeds its fair value in step 1 of the impairment test, then step 2 of the impairment test is performed to determine the implied value of goodwill. If the implied value of goodwill is less than the goodwill allocated, an impairment loss is recognized. | |||||||||||||||
In accordance with ASC 350, “Intangibles—Goodwill and Other,” the Company considers its Hollywood Casino Perryville gaming license as an indefinite-life intangible asset that does not require amortization based on the Company’s future expectations to operate this casino indefinitely as well as the gaming industry’s historical experience in renewing these intangible assets at minimal cost with various state gaming and racing commissions. Rather, the Company’s gaming license is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded asset to its carrying amount. If the carrying amount of the indefinite-life intangible asset exceeds its fair value, an impairment loss is recognized. | |||||||||||||||
Income Taxes | |||||||||||||||
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||||||||||||
The realizability of the deferred tax assets is evaluated by assessing the valuation allowance and by adjusting the amount of the allowance, if any, as necessary. The factors used to assess the likelihood of realization are the forecast of future taxable income. | |||||||||||||||
ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise’s financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company did not have any uncertain tax positions at September 30, 2013 or December 31, 2012. | |||||||||||||||
The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and penalties charged to expense each period, as well as the cumulative amounts recorded in the combined balance sheets. If and when they occur, the Company will classify any income tax-related penalties and interest accrued related to unrecognized tax benefits in taxes on income within the combined statements of operations. | |||||||||||||||
Revenue Recognition and Promotional Allowances | |||||||||||||||
Gaming revenue mainly consists of revenues from video gaming machines as well as to a lesser extent table game and poker revenue. Revenue from video gaming machines is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for “ticket-in, ticket-out” coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increases. Table game gaming revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens, outstanding counter checks (markers), front money that are removed from the live gaming tables. Additionally, food and beverage revenue is recognized as services are performed. | |||||||||||||||
The following table discloses the components of gaming revenue within the combined statements of income for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||||
Video gaming machines | $ | 32,859 | $ | 40,791 | $ | 107,946 | $ | 155,635 | |||||||
Table game, net of cash incentives | 4,485 | 3,100 | 13,457 | 9,843 | |||||||||||
Poker | 785 | 220 | 2,105 | 874 | |||||||||||
Total gaming revenue | $ | 38,129 | $ | 44,111 | $ | 123,508 | $ | 166,352 | |||||||
Revenues are recognized net of certain sales incentives in accordance with ASC 605-50, “Revenue Recognition—Customer Payments and Incentives.” The Company records certain sales incentives and points earned in point-loyalty programs as a reduction of revenue. | |||||||||||||||
The retail value of food and beverage and other services furnished to guests without charge is included in gross revenues and then deducted as promotional allowances. The amounts included in promotional allowances for the three and nine months ended September 30, 2013 and 2012 are as follows: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||||
Food and beverage | $ | 1,468 | $ | 1,574 | $ | 4,573 | $ | 5,396 | |||||||
Other | 12 | 178 | 154 | 580 | |||||||||||
Total promotional allowances | $ | 1,480 | $ | 1,752 | $ | 4,727 | $ | 5,976 | |||||||
The estimated cost of providing such complimentary services, which is primarily included in food, beverage, and other expense, for the three and nine months ended September 30, 2013 and 2012 are as follows: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||||
Food and beverage | $ | 748 | $ | 805 | $ | 2,207 | $ | 2,580 | |||||||
Other | 6 | 93 | 81 | 292 | |||||||||||
Total cost of complimentary services | $ | 754 | $ | 898 | $ | 2,288 | $ | 2,872 | |||||||
Gaming Taxes | |||||||||||||||
The Company is subject to gaming taxes based on gross gaming revenues in the jurisdictions in which it operates. The Company primarily recognizes gaming tax expense based on the statutorily required percentage of revenue that is required to be paid to state and local jurisdictions in the states were or in which wagering occurs. At Hollywood Casino Baton Rouge, the gaming tax is based on graduated tax rates. The Company records gaming taxes at the Company’s estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming tax rates change during the year, such changes are applied prospectively in the determination of gaming tax expense in future interim periods. For the three and nine months ended September 30, 2013, these expenses, which are primarily recorded within gaming expense in the combined statements of income, totaled $17.3 million and $55.6 million, respectively, as compared to $19.9 million and $78.1 million for the three and nine months ended September 30, 2012, respectively. | |||||||||||||||
Certain Risks and Uncertainties | |||||||||||||||
The Company’s operations are dependent on its continued licensing by state gaming commissions. The loss of a license, in any jurisdiction in which the Company operates, could have a material adverse effect on future results of operations. | |||||||||||||||
The Company is dependent on the local market in which its casinos operate for a significant number of its patrons and revenues. If economic conditions in this area deteriorate or additional gaming licenses are awarded in these markets, the Company’s results of operations could be adversely affected. | |||||||||||||||
The Company is dependent on the economy of the U.S. in general, and any deterioration in the national economic, energy, credit and capital markets could have a material adverse effect on future results of operations. | |||||||||||||||
The Company is dependent upon a stable gaming tax structure in the locations in which it operates. Any change in the tax structure could have a material adverse effect on future results of operations. |
New_Accounting_Pronouncements
New Accounting Pronouncements (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor) | 9 Months Ended |
Sep. 30, 2013 | |
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' |
New accounting pronouncements | ' |
New Accounting Pronouncements | ' |
3. New Accounting Pronouncements | |
In July 2013, the FASB issued explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied prospectively to all unrecognized tax benefits that exist at the effective date. As of September 30, 2013, the Company does not have any unrecognized tax benefits, however, will apply this guidance, once adopted, when applicable. |
Property_and_Equipment
Property and Equipment (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' | |||||||
Property and equipment | ' | |||||||
Property and Equipment | ' | |||||||
4. Property and Equipment | ||||||||
Property and equipment, net, consists of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Land and improvements | $ | 28,156 | $ | 28,193 | ||||
Building and improvements | 109,822 | 109,248 | ||||||
Furniture, fixtures, and equipment | 77,022 | 76,088 | ||||||
Construction in progress | 470 | 87 | ||||||
Total property and equipment | 215,470 | 213,616 | ||||||
Less accumulated depreciation | (104,285 | ) | (94,662 | ) | ||||
Property and equipment, net | $ | 111,185 | $ | 118,954 | ||||
Depreciation expense, for property and equipment, totaled $3.6 million and $10.8 million for the three and nine months ended September 30, 2013, respectively, as compared to $3.6 million and $10.6 million for the three and nine months ended September 30, 2012, respectively. |
Commitments_and_Contingencies1
Commitments and Contingencies | 8 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2013 | |||||
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | ||||||
Predecessor | ||||||
Operating Leases | ' | ' | ||||
Commitments and Contingencies | ' | ' | ||||
3. Commitments and Contingencies | 5. Commitments and Contingencies | |||||
Litigation | Litigation | |||||
The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming, and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. | The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming, and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. | |||||
Pursuant to the Separation and Distribution Agreement, any liability arising from or relating to legal proceedings involving the businesses and operations of Penn’s real property holdings prior to the Spin-Off (other than any liability arising from or relating to legal proceedings where the dispute arises from the operation or ownership of the TRS Properties) is retained by Penn and Penn indemnifies GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses it may incur arising from or relating to such legal proceedings. | Operating Lease Commitments | |||||
Rentals under Operating Leases | In addition, the Company is liable under certain operating leases for equipment and other miscellaneous assets, which expire at various dates through 2015. Total rental expense under these agreements was $0.3 million and $1.0 million for the three and nine months ended September 30, 2013, respectively, as compared to $0.4 million and $1.3 million for the three and nine months ended September 30, 2012, respectively. | |||||
The majority of the Company’s real estate properties are leased to Penn Tenant under the Master Lease. The Master Lease provides for an initial term of 15 years commencing on November 1, 2013, with no purchase option. At the option of the Penn Tenant, the Master Lease may be extended for up to four five-year renewal terms beyond the initial term, on the same terms and conditions. The future minimum rental income (which excludes any rental payments that are variable during the term of the Master Lease) from the Company’s properties under non-cancelable operating leases is as follows (in thousands): | ||||||
Year ending December 31, | ||||||
2013 (2 months) | $ | 62,800 | ||||
2014 | 376,802 | |||||
2015 | 376,802 | |||||
2016 | 376,802 | |||||
2017 | 376,802 | |||||
Thereafter | 3,646,018 | |||||
Total | $ | 5,216,026 | ||||
Operating Lease Commitments | ||||||
In connection with the Spin-Off, Penn assigned to GLPI various leases on the real property held by GLPI. The following is a description of some of the more significant lease contracts that Penn assigned to GLPI on November 1, 2013: | ||||||
A lease agreement for the land utilized in connection with the operations of a casino in Biloxi, Mississippi. The lease commenced March 3, 1994 and is for a term of 99 years. The annual rental payment, which is currently $0.14 million, is increased every 5 years by fifteen percent. The next reset period is in March 2014. | ||||||
A lease agreement for the land utilized in connection with the operations of a casino in Tunica, Mississippi. The lease commenced on October 11, 1993 with a five year initial term and nine five year renewals at the tenant’s option. The lease agreement has an annual fixed rent provision, as well as an annual revenue-sharing provision, which is equal to the result obtained by subtracting the fixed rent provision from 4% of gross revenues. | ||||||
An operating lease with the City of Bangor which covers the permanent casino facility that opened on July 1, 2008. Under the lease agreement, there is a fixed rent provision, as well as a revenue-sharing provision, which is equal to 3% of gross slot revenue. The final term of the lease, which commenced with the opening of the permanent facility, is for an initial term of fifteen years, with three ten-year renewal options. GLPI assumed the obligations related to the fixed rent provisions and Penn remains liable for the revenue sharing obligations as the operator of the facility. | ||||||
The future minimum lease commitments of GLPI are shown below. Note that this table does not include commitments related to obligations that are variable in nature and as such is not illustrative of the total anticipated payments that GLPI will incur related to these leases over this time period (in thousands): | ||||||
Year ending December 31, | ||||||
2013 (2 months) | $ | 243 | ||||
2014 | 998 | |||||
2015 | 301 | |||||
2016 | 300 | |||||
2017 | 314 | |||||
Thereafter | 44,436 | |||||
Total | $ | 46,592 |
Income_Taxes
Income Taxes (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' | |||||||||||||
Income taxes | ' | |||||||||||||
Income Taxes | ' | |||||||||||||
6. Income Taxes | ||||||||||||||
Deferred tax assets and liabilities are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the combined balance sheets. These temporary differences result in taxable or deductible amounts in future years. | ||||||||||||||
The components of the Company’s deferred tax assets and liabilities are as follows: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
(in thousands) | ||||||||||||||
Deferred tax assets: | ||||||||||||||
Accrued expenses | $ | 13,526 | $ | 14,401 | ||||||||||
Net deferred tax assets | 13,526 | 14,401 | ||||||||||||
Deferred tax liabilities: | ||||||||||||||
Property, plant and equipment | (15,772 | ) | (19,383 | ) | ||||||||||
Intangibles | (761 | ) | (576 | ) | ||||||||||
Net deferred tax liabilities | (16,533 | ) | (19,959 | ) | ||||||||||
Net | $ | (3,007 | ) | $ | (5,558 | ) | ||||||||
Reflected on combined balance sheets: | ||||||||||||||
Current deferred tax assets, net | $ | 1,985 | $ | 2,070 | ||||||||||
Noncurrent deferred tax liabilities, net | (4,992 | ) | (7,628 | ) | ||||||||||
Net deferred taxes | $ | (3,007 | ) | $ | (5,558 | ) | ||||||||
The provision for income taxes charged to operations for the three and nine months ended September 30, 2013 and 2012 was as follows: | ||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Current tax expense (benefit) | ||||||||||||||
Federal | $ | 3,162 | $ | 1,423 | $ | 8,011 | $ | 10,351 | ||||||
State | 811 | (239 | ) | 1,662 | 1,985 | |||||||||
Total current | 3,973 | 1,184 | 9,673 | 12,336 | ||||||||||
Deferred tax (benefit) expense | ||||||||||||||
Federal | (1,743 | ) | 949 | (2,376 | ) | 770 | ||||||||
State | (435 | ) | 117 | (175 | ) | 26 | ||||||||
Total deferred | (2,178 | ) | 1,066 | (2,551 | ) | 796 | ||||||||
Total provision | $ | 1,795 | $ | 2,250 | $ | 7,122 | $ | 13,132 | ||||||
The following table reconciles the statutory federal income tax rate to the actual effective income tax rate for the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Percent of pretax income | ||||||||||||||
Federal taxes | 35 | % | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes | 6 | % | -5.2 | % | 5.6 | % | 3.1 | % | ||||||
Permanent differences | 0.5 | % | -0.1 | % | 0.2 | % | 0 | % | ||||||
Other miscellaneous items | -1.4 | % | 3.5 | % | -0.6 | % | 0.6 | % | ||||||
40.1 | % | 33.2 | % | 40.2 | % | 38.7 | % | |||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Amount based upon pretax income | ||||||||||||||
Federal taxes | $ | 1,566 | $ | 2,372 | $ | 6,200 | $ | 11,881 | ||||||
State and local income taxes | 270 | (355 | ) | 992 | 1,031 | |||||||||
Permanent differences | 22 | (7 | ) | 31 | 9 | |||||||||
Other miscellaneous items | (63 | ) | 240 | (101 | ) | 211 | ||||||||
$ | 1,795 | $ | 2,250 | $ | 7,122 | $ | 13,132 | |||||||
The Company was historically included in the consolidated federal income tax return with Penn and Penn’s other subsidiaries. However, the Company computed federal and state income taxes on a separate return basis. Taxes due were settled between the Company and Penn. The Company paid no federal income taxes directly to tax authorities and instead settled all intercompany balances with Penn on a continuing basis. These settlements included, among other things, the share of the federal income taxes allocated by Penn to the Company. |
Related_Party_Transactions
Related Party Transactions (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor) | 9 Months Ended |
Sep. 30, 2013 | |
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' |
Related party transactions | ' |
Related Party Transactions | ' |
7. Related Party Transactions | |
Net Advances and Liabilities to Penn and Related Entities | |
The Company had cumulative net advances to Penn of $46.9 million and $43.3 million at September 30, 2013 and December 31, 2012, respectively. These advances are the result of operating cash flows generated by the Company in excess of intercompany allocations from Penn such as the management fee agreement (described below). As part of the Spin-Off, these amounts were forgiven. | |
As of September 30, 2013, the Company participated in Penn’s property, general liability, workers’ compensation, and other insurance programs. The Company’s estimated share of these costs, which were allocated directly to the Hollywood Casino Baton Rouge and Hollywood Casino Perryville by Penn, was $0.6 million and $2.0 million for the three and nine months ended September 30, 2013, respectively, as compared to $0.6 million and $1.9 million for the three and nine months ended September 30, 2012, respectively. As part of the Spin-Off, Hollywood Casino Baton Rouge and Hollywood Casino Perryville have or will enter into their own insurance programs. | |
Management Fee Agreement | |
As of September 30, 2013, the Company had a corporate overhead assessment agreement with Penn, whereby Penn provided various management services in consideration of a management fee equal to 3% of net revenues. The Company incurred and paid management fees of $1.2 million and $3.9 million for the three and nine months ended September 30, 2013, respectively, as compared to $1.4 million and $5.2 million for the three and nine months ended September 30, 2012, respectively. In connection with the completion of the Spin-Off, the management fee agreements between Penn and Hollywood Casino Baton Rouge and Hollywood Casino Perryville were terminated. |
Supplemental_Disclosures_of_Ca
Supplemental Disclosures of Cash Flow Information (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor) | 9 Months Ended |
Sep. 30, 2013 | |
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' |
Supplemental disclosures of cash flow information | ' |
Supplemental Disclosures of Cash Flow Information | ' |
8. Supplemental Disclosures of Cash Flow Information | |
As of September 30, 2013, the Company paid no federal income taxes directly to tax authorities and instead settled all intercompany balances with Penn on a continuing basis. These settlements included, among other things, the share of the income taxes allocated by Penn to Hollywood Casino Baton Rouge and Hollywood Casino Perryville. The amounts paid to Penn for the Company’s allocated share of federal income taxes was $0.8 million and $7.5 million for the three and nine months ended September 30, 2013, respectively, as compared to $3.3 million and $9.9 million for the three and nine months ended September 30, 2012, respectively. The Company made state income tax payments of $0.7 million and $1.4 million directly to state taxing authorities for the three and nine months ended September 30, 2013, respectively, as compared to $0.7 million and $2.5 million for the three and nine months ended September 30, 2012, respectively. |
Subsequent_Events1
Subsequent Events | 8 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | ||
Predecessor | ||
Subsequent events | ' | ' |
Subsequent Events | ' | ' |
4. Subsequent Events | 9. Subsequent Events | |
On November 1, 2013, Penn effected the Spin-Off by distributing one share of common stock of GLPI to the holders of Penn common stock and Series C Convertible Preferred Stock for every share of Penn common stock and every 1/1000th of a share of Series C Preferred Stock that they held at the close of business on October 16, 2013, the record date for the Spin-Off. Peter M. Carlino and the PMC Delaware Dynasty Trust dated September 25, 2013, a trust for the benefit of Mr. Carlino’s children, also received additional shares of GLPI common stock, in exchange for shares of Penn common stock that they transferred to Penn immediately prior to the Spin-Off, and Mr. Carlino exchanged certain options to acquire Penn common stock for options to acquire GLPI common stock having the same aggregate intrinsic value. The transactions with Mr. Carlino and the trust were effected solely to ensure compliance with certain rules and regulations related to the qualification of GLPI as a REIT. | As discussed in Note 1, the Spin-Off was completed on November 1, 2013. | |
Prior to the consummation of the Spin-Off, Penn contributed substantially all of the assets and liabilities associated with the real property interests and real estate development business related to Penn’s gaming operations, as well as the assets and liabilities of the TRS Properties, to GLPI through a series of internal corporate restructurings. | ||
On October 28, 2013, GLP Capital, L.P. (“GLP Capital”), a wholly owned subsidiary of GLPI, entered into a new five year senior unsecured credit facility (the “Credit Facility”), consisting of a $700 million revolving credit facility and a $300 million Term Loan facility. The interest rates payable on the loans are, at our option, equal to either a LIBOR rate or a base rate plus an applicable margin, which ranges from 1.0% to 2.0% per annum for LIBOR loans and 0.0% to 1.0% per annum for base rate loans, in each case, depending on the credit ratings assigned to the Credit Facility. The current applicable margin is 1.75% for LIBOR loans and 0.75% for base rate loans, which are expected to be reduced to 1.50% and 0.50%, respectively, three months after the closing date, assuming the credit ratings of the Credit Facility are maintained. In addition, the Company is required to pay a commitment fee on the unused portion of the commitments under the revolving facility at a rate that ranges from 0.15% to 0.35% per annum, depending on the credit ratings assigned to the Credit Facility. The current commitment fee rate is 0.30%, and this is expected to be reduced to 0.25% three months after the closing date, assuming the credit ratings of the Credit Facility are maintained. GLP Capital is not required to repay any loans under the Credit Facility prior to maturity on October 28, 2018. GLP Capital may prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any LIBOR breakage costs of the lenders. The Credit Facility is guaranteed by GLPI. | ||
The Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and other restricted payments. The Credit Facility contains the following financial covenants, which are measured quarterly on a trailing four-quarter basis: a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio. In addition, GLPI is required to maintain a minimum tangible net worth. GLPI is required to maintain its status as a REIT on and after the effective date of its election to be treated as a REIT, which election GLPI expects to make on its U.S. federal income tax return for its first full fiscal year following the Spin-Off. GLPI is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status, subject to the absence of payment or bankruptcy defaults. GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults. The Credit Facility also contains certain customary affirmative covenants and events of default. Such events of default include the occurrence of a change of control and termination of the Master Lease (subject to certain replacement rights). The occurrence and continuance of an event of default under the Credit Facility will enable the lenders under the Credit Facility to accelerate the loans, and terminate the commitments, thereunder. | ||
On October 30 and 31, 2013, the Company completed offerings of $2,050 million aggregate principal amount of three series of new senior notes issued by two of GLPI’s wholly owned subsidiaries (the “Issuers”): $550 million of 4.375% Senior Notes due 2018 (the “2018 Notes”); $1,000 million of 4.875% Senior Notes due 2020 (the “2020 Notes”); and $500 million of 5.375% Senior Notes due 2023 (the “2023 Notes,” and collectively with the 2018 Notes and the 2020 Notes, the “Notes”). The 2018 Notes mature on November 1, 2018 and bear interest at a rate of 4.375% per year. The 2020 Notes mature on November 1, 2020 and bear interest at a rate of 4.875% per year. The 2023 Notes mature on November 1, 2023 and bear interest at a rate of 5.375% per year. Interest on the Notes is payable on May 1 and November 1 of each year, beginning on May 1, 2014. | ||
The Company may redeem the Notes of any series at any time, and from time to time, at a redemption price of 100% of the principal amount of the Notes redeemed, plus a “make-whole” redemption premium described in the indenture governing the Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100% of the principal amount of the Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date. If GLPI experiences a change of control accompanied by a decline in the credit rating of the Notes of a particular series, the Company will be required to give holders of the Notes of such series the opportunity to sell their Notes of such series at a price equal to 101% of the principal amount of the Notes of such series, together with accrued and unpaid interest to, but not including, the repurchase date. The Notes also are subject to mandatory redemption requirements imposed by gaming laws and regulations. | ||
The Notes are guaranteed on a senior unsecured basis by GLPI. The Notes are the Issuers senior unsecured obligations and rank pari passu in right of payment with all of the Issuers senior indebtedness, including the Credit Facility, and senior in right of payment to all of the Issuers subordinated indebtedness, without giving effect to collateral arrangements. | ||
The Notes contain covenants limiting the Issuers ability to: incur additional debt and use their assets to secure debt; merge or consolidate with another company; and make certain amendments to the Master Lease. The Notes also require the Issuers to maintain a specified ratio of unencumbered assets to unsecured debt. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. | ||
GLPI used the proceeds of the 2018 Notes and the 2023 Notes, together with borrowings under the Credit Facility, to make distributions directly or indirectly, to Penn in partial exchange for the contribution of real property assets to GLPI in connection with the Spin-Off and to pay related fees and expenses. A portion of the net proceeds from the 2020 Notes was used to repay certain amounts drawn under the revolving portion of the Credit Facility and the remaining net proceeds are intended to be used to fund a distribution by GLPI of accumulated earnings and profits on its real property assets in order to comply with certain REIT qualification requirements. The estimated accumulated earnings and profit distribution will be approximately $1.05 billion of which GLPI expects will consist of at least 20% being paid in cash with the remainder in GLPI common stock. The proceeds of additional revolving loans under the Credit Facility will be used for working capital, to fund permitted dividends, distributions and acquisitions, for general corporate purposes and for any other purpose not prohibited by the documentation governing the Credit Facility. |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Policies) | 8 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | Sep. 30, 2013 | ||||||||||||||
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | |||||||||||||||
Predecessor | |||||||||||||||
Summary of significant accounting policies | ' | ' | |||||||||||||
Cash and Cash Equivalents | ' | ' | |||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||
The Company considers all cash balances and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. | The Company considers all cash balances and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. | ||||||||||||||
Concentration of Credit Risk | ' | ' | |||||||||||||
Concentration of Credit Risk | |||||||||||||||
Financial instruments that subject the Company to credit risk consist of cash and cash equivalents. At times, the Company has bank deposits that exceed federally insured limits. | |||||||||||||||
Accounts are written off when management determines that an account is uncollectible. Recoveries of accounts previously written off are recorded when received. An allowance for doubtful accounts is determined to reduce the Company’s receivables to their carrying value, which approximates fair value. | |||||||||||||||
The allowance is estimated based on historical collection experience, specific review of individual customer accounts, and current economic and business conditions. | |||||||||||||||
Property and Equipment | ' | ' | |||||||||||||
Property and Equipment | |||||||||||||||
Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income. | |||||||||||||||
Depreciation of property and equipment is recorded using the straight-line method over the following estimated useful lives: | |||||||||||||||
Land improvements | 5 to 15 years | ||||||||||||||
Building and improvements | 5 to 40 years | ||||||||||||||
Furniture, fixtures, and equipment | 3 to 31 years | ||||||||||||||
Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term. | |||||||||||||||
The estimated useful lives are determined based on the nature of the assets as well as the Company’s current operating strategy. | |||||||||||||||
The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the individual property level. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. | |||||||||||||||
Goodwill and Other Intangible Assets | ' | ' | |||||||||||||
Goodwill and Other Intangible Assets | |||||||||||||||
At September 30, 2013, the Company had $75.5 million in goodwill and $9.6 million in other intangible assets within its combined balance sheet, resulting from the Company’s acquisition of Hollywood Casino Baton Rouge and payments for Hollywood Casino Perryville’s gaming license. | |||||||||||||||
Goodwill is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the Hollywood Casino Baton Rouge reporting unit to its carrying amount. If the carrying amount exceeds its fair value in step 1 of the impairment test, then step 2 of the impairment test is performed to determine the implied value of goodwill. If the implied value of goodwill is less than the goodwill allocated, an impairment loss is recognized. | |||||||||||||||
In accordance with ASC 350, “Intangibles—Goodwill and Other,” the Company considers its Hollywood Casino Perryville gaming license as an indefinite-life intangible asset that does not require amortization based on the Company’s future expectations to operate this casino indefinitely as well as the gaming industry’s historical experience in renewing these intangible assets at minimal cost with various state gaming and racing commissions. Rather, the Company’s gaming license is tested annually, or more frequently if indicators of impairment exist, for impairment by comparing the fair value of the recorded asset to its carrying amount. If the carrying amount of the indefinite-life intangible asset exceeds its fair value, an impairment loss is recognized. | |||||||||||||||
Income Taxes | ' | ' | |||||||||||||
Income Taxes | |||||||||||||||
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||||||||||||
The realizability of the deferred tax assets is evaluated by assessing the valuation allowance and by adjusting the amount of the allowance, if any, as necessary. The factors used to assess the likelihood of realization are the forecast of future taxable income. | |||||||||||||||
ASC 740 also creates a single model to address uncertainty in tax positions, and clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise’s financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company did not have any uncertain tax positions at September 30, 2013 or December 31, 2012. | |||||||||||||||
The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and penalties charged to expense each period, as well as the cumulative amounts recorded in the combined balance sheets. If and when they occur, the Company will classify any income tax-related penalties and interest accrued related to unrecognized tax benefits in taxes on income within the combined statements of operations. | |||||||||||||||
Revenue Recognition and Promotional Allowances | ' | ' | |||||||||||||
Revenue Recognition and Promotional Allowances | |||||||||||||||
Gaming revenue mainly consists of revenues from video gaming machines as well as to a lesser extent table game and poker revenue. Revenue from video gaming machines is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for “ticket-in, ticket-out” coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increases. Table game gaming revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens, outstanding counter checks (markers), front money that are removed from the live gaming tables. Additionally, food and beverage revenue is recognized as services are performed. | |||||||||||||||
The following table discloses the components of gaming revenue within the combined statements of income for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||||
Video gaming machines | $ | 32,859 | $ | 40,791 | $ | 107,946 | $ | 155,635 | |||||||
Table game, net of cash incentives | 4,485 | 3,100 | 13,457 | 9,843 | |||||||||||
Poker | 785 | 220 | 2,105 | 874 | |||||||||||
Total gaming revenue | $ | 38,129 | $ | 44,111 | $ | 123,508 | $ | 166,352 | |||||||
Revenues are recognized net of certain sales incentives in accordance with ASC 605-50, “Revenue Recognition—Customer Payments and Incentives.” The Company records certain sales incentives and points earned in point-loyalty programs as a reduction of revenue. | |||||||||||||||
The retail value of food and beverage and other services furnished to guests without charge is included in gross revenues and then deducted as promotional allowances. The amounts included in promotional allowances for the three and nine months ended September 30, 2013 and 2012 are as follows: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||||
Food and beverage | $ | 1,468 | $ | 1,574 | $ | 4,573 | $ | 5,396 | |||||||
Other | 12 | 178 | 154 | 580 | |||||||||||
Total promotional allowances | $ | 1,480 | $ | 1,752 | $ | 4,727 | $ | 5,976 | |||||||
The estimated cost of providing such complimentary services, which is primarily included in food, beverage, and other expense, for the three and nine months ended September 30, 2013 and 2012 are as follows: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||||
Food and beverage | $ | 748 | $ | 805 | $ | 2,207 | $ | 2,580 | |||||||
Other | 6 | 93 | 81 | 292 | |||||||||||
Total cost of complimentary services | $ | 754 | $ | 898 | $ | 2,288 | $ | 2,872 | |||||||
Gaming Taxes | ' | ' | |||||||||||||
Gaming Taxes | |||||||||||||||
The Company is subject to gaming taxes based on gross gaming revenues in the jurisdictions in which it operates. The Company primarily recognizes gaming tax expense based on the statutorily required percentage of revenue that is required to be paid to state and local jurisdictions in the states were or in which wagering occurs. At Hollywood Casino Baton Rouge, the gaming tax is based on graduated tax rates. The Company records gaming taxes at the Company’s estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming tax rates change during the year, such changes are applied prospectively in the determination of gaming tax expense in future interim periods. For the three and nine months ended September 30, 2013, these expenses, which are primarily recorded within gaming expense in the combined statements of income, totaled $17.3 million and $55.6 million, respectively, as compared to $19.9 million and $78.1 million for the three and nine months ended September 30, 2012, respectively. | |||||||||||||||
Certain Risks and Uncertainties | ' | ' | |||||||||||||
Certain Risks and Uncertainties | |||||||||||||||
The Company’s operations are dependent on its continued licensing by state gaming commissions. The loss of a license, in any jurisdiction in which the Company operates, could have a material adverse effect on future results of operations. | |||||||||||||||
The Company is dependent on the local market in which its casinos operate for a significant number of its patrons and revenues. If economic conditions in this area deteriorate or additional gaming licenses are awarded in these markets, the Company’s results of operations could be adversely affected. | |||||||||||||||
The Company is dependent on the economy of the U.S. in general, and any deterioration in the national economic, energy, credit and capital markets could have a material adverse effect on future results of operations. | |||||||||||||||
The Company is dependent upon a stable gaming tax structure in the locations in which it operates. Any change in the tax structure could have a material adverse effect on future results of operations. |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Tables) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' | |||||||||||||
Summary of significant accounting policies | ' | |||||||||||||
Schedule of the estimated useful lives of property and equipment | ' | |||||||||||||
Land improvements | 5 to 15 years | |||||||||||||
Building and improvements | 5 to 40 years | |||||||||||||
Furniture, fixtures, and equipment | 3 to 31 years | |||||||||||||
Schedule of the components of gaming revenue | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Video gaming machines | $ | 32,859 | $ | 40,791 | $ | 107,946 | $ | 155,635 | ||||||
Table game, net of cash incentives | 4,485 | 3,100 | 13,457 | 9,843 | ||||||||||
Poker | 785 | 220 | 2,105 | 874 | ||||||||||
Total gaming revenue | $ | 38,129 | $ | 44,111 | $ | 123,508 | $ | 166,352 | ||||||
Schedule of amounts included in promotional allowances | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Food and beverage | $ | 1,468 | $ | 1,574 | $ | 4,573 | $ | 5,396 | ||||||
Other | 12 | 178 | 154 | 580 | ||||||||||
Total promotional allowances | $ | 1,480 | $ | 1,752 | $ | 4,727 | $ | 5,976 | ||||||
Schedule of the estimated cost of providing complimentary services | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Food and beverage | $ | 748 | $ | 805 | $ | 2,207 | $ | 2,580 | ||||||
Other | 6 | 93 | 81 | 292 | ||||||||||
Total cost of complimentary services | $ | 754 | $ | 898 | $ | 2,288 | $ | 2,872 |
Property_and_Equipment_Tables
Property and Equipment (Tables) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' | |||||||
Property and equipment | ' | |||||||
Schedule of property and equipment, net | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Land and improvements | $ | 28,156 | $ | 28,193 | ||||
Building and improvements | 109,822 | 109,248 | ||||||
Furniture, fixtures, and equipment | 77,022 | 76,088 | ||||||
Construction in progress | 470 | 87 | ||||||
Total property and equipment | 215,470 | 213,616 | ||||||
Less accumulated depreciation | (104,285 | ) | (94,662 | ) | ||||
Property and equipment, net | $ | 111,185 | $ | 118,954 |
Income_Taxes_Tables
Income Taxes (Tables) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' | |||||||||||||
Income taxes | ' | |||||||||||||
Schedule of components of the Company's deferred tax assets and liabilities | ' | |||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
(in thousands) | ||||||||||||||
Deferred tax assets: | ||||||||||||||
Accrued expenses | $ | 13,526 | $ | 14,401 | ||||||||||
Net deferred tax assets | 13,526 | 14,401 | ||||||||||||
Deferred tax liabilities: | ||||||||||||||
Property, plant and equipment | (15,772 | ) | (19,383 | ) | ||||||||||
Intangibles | (761 | ) | (576 | ) | ||||||||||
Net deferred tax liabilities | (16,533 | ) | (19,959 | ) | ||||||||||
Net | $ | (3,007 | ) | $ | (5,558 | ) | ||||||||
Reflected on combined balance sheets: | ||||||||||||||
Current deferred tax assets, net | $ | 1,985 | $ | 2,070 | ||||||||||
Noncurrent deferred tax liabilities, net | (4,992 | ) | (7,628 | ) | ||||||||||
Net deferred taxes | $ | (3,007 | ) | $ | (5,558 | ) | ||||||||
Schedule of the provision for income taxes charged to operations | ' | |||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Current tax expense (benefit) | ||||||||||||||
Federal | $ | 3,162 | $ | 1,423 | $ | 8,011 | $ | 10,351 | ||||||
State | 811 | (239 | ) | 1,662 | 1,985 | |||||||||
Total current | 3,973 | 1,184 | 9,673 | 12,336 | ||||||||||
Deferred tax (benefit) expense | ||||||||||||||
Federal | (1,743 | ) | 949 | (2,376 | ) | 770 | ||||||||
State | (435 | ) | 117 | (175 | ) | 26 | ||||||||
Total deferred | (2,178 | ) | 1,066 | (2,551 | ) | 796 | ||||||||
Total provision | $ | 1,795 | $ | 2,250 | $ | 7,122 | $ | 13,132 | ||||||
Schedule of reconciliation of the statutory federal income tax rate to the actual effective income tax rate | ' | |||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Percent of pretax income | ||||||||||||||
Federal taxes | 35 | % | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes | 6 | % | -5.2 | % | 5.6 | % | 3.1 | % | ||||||
Permanent differences | 0.5 | % | -0.1 | % | 0.2 | % | 0 | % | ||||||
Other miscellaneous items | -1.4 | % | 3.5 | % | -0.6 | % | 0.6 | % | ||||||
40.1 | % | 33.2 | % | 40.2 | % | 38.7 | % | |||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||||
Amount based upon pretax income | ||||||||||||||
Federal taxes | $ | 1,566 | $ | 2,372 | $ | 6,200 | $ | 11,881 | ||||||
State and local income taxes | 270 | (355 | ) | 992 | 1,031 | |||||||||
Permanent differences | 22 | (7 | ) | 31 | 9 | |||||||||
Other miscellaneous items | (63 | ) | 240 | (101 | ) | 211 | ||||||||
$ | 1,795 | $ | 2,250 | $ | 7,122 | $ | 13,132 |
Business_and_Basis_of_Presenta3
Business and Basis of Presentation (Details) (Predecessor) | 9 Months Ended |
Sep. 30, 2013 | |
item | |
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | ' |
Business and basis of presentation | ' |
Number of publicly traded companies | 2 |
Hollywood Casino Baton Rouge | ' |
Business and basis of presentation | ' |
Area of property space (in square feet) | 121,000 |
Number of gaming machines | 940 |
Number of table games | 18 |
Hollywood Casino Perryville | ' |
Business and basis of presentation | ' |
Area of property space (in square feet) | 98,000 |
Number of slot machines | 1,158 |
Number of table games | 12 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Details) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor, USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Land improvements | Land improvements | Building and improvements | Building and improvements | Furniture, fixtures, and equipment | Furniture, fixtures, and equipment | ||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | |||
Property and Equipment | ' | ' | ' | ' | ' | ' | ' | ' |
Useful lives | ' | ' | '5 years | '15 years | '5 years | '40 years | '3 years | '31 years |
Goodwill and Other Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | $75,521 | $75,521 | ' | ' | ' | ' | ' | ' |
Other intangible assets | $9,577 | $9,577 | ' | ' | ' | ' | ' | ' |
Recovered_Sheet1
Summary of Significant Accounting Policies (Details 2) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor, USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Summary of significant accounting policies | ' | ' | ' | ' |
Gaming revenue | $38,129,000 | $44,111,000 | $123,508,000 | $166,352,000 |
Promotional allowances | 1,480,000 | 1,752,000 | 4,727,000 | 5,976,000 |
Cost of complimentary services | 754,000 | 898,000 | 2,288,000 | 2,872,000 |
Gaming Taxes | ' | ' | ' | ' |
Gaming expense | 17,300,000 | 19,900,000 | 55,600,000 | 78,100,000 |
Video gaming machines | ' | ' | ' | ' |
Summary of significant accounting policies | ' | ' | ' | ' |
Gaming revenue | 32,859,000 | 40,791,000 | 107,946,000 | 155,635,000 |
Table game, net of cash incentives | ' | ' | ' | ' |
Summary of significant accounting policies | ' | ' | ' | ' |
Gaming revenue | 4,485,000 | 3,100,000 | 13,457,000 | 9,843,000 |
Poker | ' | ' | ' | ' |
Summary of significant accounting policies | ' | ' | ' | ' |
Gaming revenue | 785,000 | 220,000 | 2,105,000 | 874,000 |
Food and beverage | ' | ' | ' | ' |
Summary of significant accounting policies | ' | ' | ' | ' |
Promotional allowances | 1,468,000 | 1,574,000 | 4,573,000 | 5,396,000 |
Cost of complimentary services | 748,000 | 805,000 | 2,207,000 | 2,580,000 |
Other | ' | ' | ' | ' |
Summary of significant accounting policies | ' | ' | ' | ' |
Promotional allowances | 12,000 | 178,000 | 154,000 | 580,000 |
Cost of complimentary services | $6,000 | $93,000 | $81,000 | $292,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor, USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Property and equipment | ' | ' | ' | ' | ' |
Total property and equipment | $215,470 | ' | $215,470 | ' | $213,616 |
Less accumulated depreciation | -104,285 | ' | -104,285 | ' | -94,662 |
Property and equipment, net | 111,185 | ' | 111,185 | ' | 118,954 |
Depreciation expense | 3,611 | 3,566 | 10,826 | 10,639 | ' |
Land and improvements | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' |
Total property and equipment | 28,156 | ' | 28,156 | ' | 28,193 |
Building and improvements | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' |
Total property and equipment | 109,822 | ' | 109,822 | ' | 109,248 |
Furniture, fixtures, and equipment | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' |
Total property and equipment | 77,022 | ' | 77,022 | ' | 76,088 |
Construction in progress | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' |
Total property and equipment | $470 | ' | $470 | ' | $87 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor, USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' | ' | ' | ' |
Operating Leases | ' | ' | ' | ' |
Total rental expense under agreements | $0.30 | $0.40 | $1 | $1.30 |
Income_Taxes_Details
Income Taxes (Details) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor, USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. | Predecessor | ' | ' | ' | ' | ' |
Deferred tax assets: | ' | ' | ' | ' | ' |
Accrued expenses | $13,526 | ' | $13,526 | ' | $14,401 |
Net deferred tax assets | 13,526 | ' | 13,526 | ' | 14,401 |
Deferred tax liabilities: | ' | ' | ' | ' | ' |
Property, plant and equipment | -15,772 | ' | -15,772 | ' | -19,383 |
Intangibles | -761 | ' | -761 | ' | -576 |
Net deferred tax liabilities | -16,533 | ' | -16,533 | ' | -19,959 |
Net | -3,007 | ' | -3,007 | ' | -5,558 |
Reflected on consolidated balance sheets: | ' | ' | ' | ' | ' |
Current deferred tax assets, net | 1,985 | ' | 1,985 | ' | 2,070 |
Non current deferred tax liabilities, net | -4,992 | ' | -4,992 | ' | -7,628 |
Net | -3,007 | ' | -3,007 | ' | -5,558 |
Current tax expense (benefit) | ' | ' | ' | ' | ' |
Federal | 3,162 | 1,423 | 8,011 | 10,351 | ' |
State | 811 | -239 | 1,662 | 1,985 | ' |
Total current | 3,973 | 1,184 | 9,673 | 12,336 | ' |
Deferred tax (benefit) expense | ' | ' | ' | ' | ' |
Federal | -1,743 | 949 | -2,376 | 770 | ' |
State | -435 | 117 | -175 | 26 | ' |
Total deferred | -2,178 | 1,066 | -2,551 | 796 | ' |
Total provision | 1,795 | 2,250 | 7,122 | 13,132 | ' |
Percent on pretax income | ' | ' | ' | ' | ' |
Federal taxes (as a percent) | 35.00% | 35.00% | 35.00% | 35.00% | ' |
State and local income taxes (as a percent) | 6.00% | -5.20% | 5.60% | 3.10% | ' |
Permanent differences (as a percent) | 0.50% | -0.10% | 0.20% | 0.00% | ' |
Other miscellaneous items (as a percent) | -1.40% | 3.50% | -0.60% | 0.60% | ' |
Actual effective income tax rate (as a percent) | 40.10% | 33.20% | 40.20% | 38.70% | ' |
Amount based upon pre-tax income | ' | ' | ' | ' | ' |
Federal taxes | 1,566 | 2,372 | 6,200 | 11,881 | ' |
State and local income taxes | 270 | -355 | 992 | 1,031 | ' |
Permanent differences | 22 | -7 | 31 | 9 | ' |
Other miscellaneous items | -63 | 240 | -101 | 211 | ' |
Total provision | $1,795 | $2,250 | $7,122 | $13,132 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor, USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Related party transactions | ' | ' | ' | ' | ' |
Cumulative net advances | $46,926,000 | ' | $46,926,000 | ' | $43,318,000 |
Penn | ' | ' | ' | ' | ' |
Related party transactions | ' | ' | ' | ' | ' |
Cumulative net advances | 46,900,000 | ' | 46,900,000 | ' | 43,300,000 |
Estimated share of costs | 600,000 | 600,000 | 2,000,000 | 1,900,000 | ' |
Management fee as a percentage of net revenues | ' | ' | 3.00% | ' | ' |
Management fees incurred and paid | $1,200,000 | $1,400,000 | $3,900,000 | $5,200,000 | ' |
Supplemental_Disclosures_of_Ca1
Supplemental Disclosures of Cash Flow Information (Details) (Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc., Predecessor, USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
State taxing authorities | ' | ' | ' | ' |
Supplemental disclosures of cash flow information | ' | ' | ' | ' |
Income taxes paid | $0.70 | $0.70 | $1.40 | $2.50 |
Penn | Federal | ' | ' | ' | ' |
Supplemental disclosures of cash flow information | ' | ' | ' | ' |
Income taxes paid | $0.80 | $3.30 | $7.50 | $9.90 |