Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 |
Summary of Significant Accounting Policies | ' |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
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The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate: |
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Cash and Cash Equivalents |
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The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to the short maturity of the cash equivalents. |
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Long-term Debt |
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The fair value of the senior unsecured notes and senior unsecured credit facility is estimated based on quoted prices in active markets and as such is a Level 1 measurement as defined under Accounting Standards Code (“ASC”) 820 “Fair Value Measurements and Disclosures.” |
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The estimated fair values of the Company’s financial instruments are as follows (in thousands): |
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| | June 30, 2014 | | December 31, 2013 | |
| | Carrying | | Fair | | Carrying | | Fair | |
Amount | Value | Amount | Value |
Financial assets: | | | | | | | | | |
Cash and cash equivalents | | $ | 41,679 | | $ | 41,679 | | $ | 285,221 | | $ | 285,221 | |
Financial liabilities: | | | | | | | | | |
Long-term debt | | | | | | | | | |
Senior unsecured credit facility | | 476,000 | | 459,340 | | 300,000 | | 294,750 | |
Senior notes | | 2,050,000 | | 2,115,500 | | 2,050,000 | | 2,058,750 | |
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Comprehensive Income | ' |
Comprehensive Income |
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Comprehensive income includes net income and all other non-owner changes in shareholders’ equity during a period. The Company did not have any non-owner changes in shareholders’ equity for the three and six months ended June 30, 2014 and 2013, and comprehensive income for the three months ended June 30, 2014 and 2013 was equivalent to net income for those time periods. |
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Revenue Recognition and Promotional Allowances | ' |
Revenue Recognition and Promotional Allowances |
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The Company recognizes rental revenue from tenants, including rental abatements, lease incentives and contractually fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured. Contingent rental income is recognized once the lessee achieves the specified target. Recognition of rental income commences when control of the facility has been transferred to the tenant. For facilities being jointly developed with the tenant, the Company retains control of the assets to be leased until operations commence and control is transferred to the tenant. |
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As of June 30, 2014, all but three of the Company’s properties were leased to a subsidiary of Penn under the Master Lease. The obligations under the Master Lease are guaranteed by Penn and by most Penn subsidiaries that occupy and operate the facilities leased under the Master Lease. A default by Penn or its subsidiaries with regard to any facility will cause a default with regard to the Master Lease. In January 2014, GLPI completed the asset acquisition of Casino Queen in East St. Louis, Illinois. GLPI subsequently leased the property back to Casino Queen on a “triple net” basis on terms similar to those in the Master Lease. |
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The rent structure under the Master Lease with Penn includes a fixed component, a portion of which is subject to an annual 2% escalator if certain rent coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is adjusted, subject to certain floors (i) every 5 years by an amount equal to 4% of the average change to net revenues of all facilities under the Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years, and (ii) monthly by an amount equal to 20% of the change in net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month. In addition to rent, all properties under the Master Lease with Penn are required to pay the following: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. |
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Additionally, in accordance with ASC 605, “Revenue Recognition,” the Company records revenue for the real estate taxes paid by its tenants on the leased properties under the Master Lease with an offsetting expense in real estate taxes within the consolidated statement of income as the Company has concluded it is the primary obligor under the Master Lease. |
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Gaming revenue generated by the TRS Properties mainly consists of video lottery gaming revenue, and to a lesser extent, table game and poker revenue. Video lottery gaming revenue 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), and front money that are removed from the live gaming tables. Additionally, food and beverage revenue is recognized as services are performed. |
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The following table discloses the components of gaming revenue within the condensed consolidated statements of income for the three and six months ended June 30, 2014 and 2013: |
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| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2014 | | 2013 | | 2014 | | 2013 | |
| | (in thousands) | | (in thousands) | |
Video lottery | | $ | 33,651 | | $ | 37,697 | | $ | 67,032 | | $ | 75,049 | |
Table game | | 5,350 | | 5,562 | | 10,290 | | 9,010 | |
Poker | | 448 | | 1,040 | | 882 | | 1,320 | |
Total gaming revenue, net of cash incentives | | $ | 39,449 | | $ | 44,299 | | $ | 78,204 | | $ | 85,379 | |
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Gaming revenue is 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. |
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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 six months ended June 30, 2014 and 2013 are as follows: |
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| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2014 | | 2013 | | 2014 | | 2013 | |
| | (in thousands) | | (in thousands) | |
Food and beverage | | $ | 1,484 | | $ | 1,588 | | $ | 2,845 | | $ | 3,105 | |
Other | | 11 | | 13 | | 20 | | 142 | |
Total promotional allowances | | $ | 1,495 | | $ | 1,601 | | $ | 2,865 | | $ | 3,247 | |
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The estimated cost of providing such complimentary services, which is primarily included in food, beverage, and other expense, for the three and six months ended June 30, 2014 and 2013 are as follows: |
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| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2014 | | 2013 | | 2014 | | 2013 | |
| | (in thousands) | | (in thousands) | |
Food and beverage | | $ | 720 | | $ | 746 | | $ | 1,437 | | $ | 1,459 | |
Other | | 4 | | 6 | | 7 | | 75 | |
Total cost of complimentary services | | $ | 724 | | $ | 752 | | $ | 1,444 | | $ | 1,534 | |
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Gaming and Admission Taxes | ' |
Gaming and Admission Taxes |
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For the TRS Properties, the Company is subject to gaming and admission 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 where or in which wagering occurs. At Hollywood Casino Baton Rouge, the gaming admission tax is based on graduated tax rates. The Company records gaming and admission 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 six months ended June 30, 2014, these expenses, which are primarily recorded within gaming expense in the condensed consolidated statements of income, totaled $17.9 million and $35.2 million, respectively, as compared to $19.6 million and $38.3 million for the three and six months ended June 30, 2013, respectively. |
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Earnings Per Share | ' |
Earnings Per Share |
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The Company calculates earnings per share (“EPS”) in accordance with ASC 260, “Earnings Per Share.” Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards). Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares and unvested performance-based restricted shares. Basic and diluted EPS for the three and six months ended June 30, 2013 were retroactively restated for the number of GLPI basic and diluted shares outstanding immediately following the Spin-Off and to include the shares issued as part of the purging distribution dividend paid to its shareholders to distribute any accumulated earnings and profits relating to the real property assets and attributable to any pre-REIT years, including any earnings and profits allocated to GLPI in connection with the Spin-Off, to comply with certain REIT qualification requirements (“the Purging Distribution”). |
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The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and six months ended June 30, 2014 and 2013 (in thousands): |
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| | Three Months Ended June 30, | | Six Months Ended June 30, | | | | | |
| | 2014 | | 2013 | | 2014 | | 2013 | | | | | |
| | (in thousands) | | | | | |
Determination of shares: | | | | | | | | | | | | | |
Weighted-average common shares outstanding | | 111,921 | | 110,582 | | 111,561 | | 110,582 | | | | | |
Assumed conversion of dilutive employee stock-based awards | | 5,579 | | 4,703 | | 5,922 | | 4,703 | | | | | |
Assumed conversion of restricted stock | | 157 | | 318 | | 261 | | 318 | | | | | |
Assumed conversion of performance-based restricted stock awards | | 74 | | — | | 40 | | — | | | | | |
Diluted weighted-average common shares outstanding | | 117,731 | | 115,603 | | 117,784 | | 115,603 | | | | | |
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The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2014 and 2013: |
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| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2014 | | 2013 | | 2014 | | 2013 | |
| | (in thousands, expect per share data) | |
Calculation of basic EPS: | | | | | | | | | |
Net income | | $ | 47,012 | | $ | 4,699 | | $ | 91,324 | | $ | 7,913 | |
Less: Net income allocated to participating securities | | (194 | ) | (18 | ) | (378 | ) | (30 | ) |
Net income attributable to common shareholders | | $ | 46,818 | | $ | 4,681 | | $ | 90,946 | | $ | 7,883 | |
Weighted-average common shares outstanding | | 111,921 | | 110,582 | | 111,561 | | 110,582 | |
Basic EPS | | $ | 0.42 | | $ | 0.04 | | $ | 0.82 | | $ | 0.07 | |
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Calculation of diluted EPS: | | | | | | | | | |
Net income | | $ | 47,012 | | $ | 4,699 | | $ | 91,324 | | $ | 7,913 | |
Diluted weighted-average common shares outstanding | | 117,731 | | 115,603 | | 117,784 | | 115,603 | |
Diluted EPS | | $ | 0.4 | | $ | 0.04 | | $ | 0.78 | | $ | 0.07 | |
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Options to purchase 109,714 shares were outstanding during the three months ended June 30, 2014, but were not included in the computation of diluted EPS because of being antidilutive. There were no outstanding options to purchase shares of common stock during the six months ended June 30, 2014 and three and six months ended June 30, 2013 that were not included in the computation of diluted EPS because of being antidilutive. |
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Stock-Based Compensation | ' |
Stock-Based Compensation |
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The Company accounts for stock compensation under ASC 718, “Compensation - Stock Compensation,” which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant. The fair value for stock options is estimated at the date of grant using the Black-Scholes option- pricing model. |
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Additionally, the cash-settled phantom stock units (“PSU”) entitle employees to receive cash based on the fair value of the Company’s common stock on the vesting date. These PSUs are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period in accordance with ASC 718-30, “Compensation-Stock Compensation, Awards Classified as Liabilities.” |
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In addition, the Company’s stock appreciation rights (“SAR”) are accounted for as liability awards since they will be settled in cash. The fair value of these awards is calculated during each reporting period and estimated using the Black-Scholes option pricing model. |
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In connection with the Spin-Off of GLPI, employee stock options and cash settled stock appreciation rights of Penn were converted through the issuance of GLPI employee stock options and GLPI cash settled stock appreciation rights and an adjustment to the exercise prices of their Penn awards. The number of options and cash settled stock appreciation rights, subject to and the exercise price of each converted award was adjusted to preserve the same intrinsic value of the awards that existed immediately prior to the Spin-Off. |
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Holders of outstanding restricted stock awards and cash settled phantom stock unit awards received an additional share of restricted stock or cash settled phantom stock unit awards in GLPI common stock at the Spin-Off so that the intrinsic value of these awards were equivalent to those that existed immediately prior to the Spin-Off. |
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The adjusted options and SARs, as well as the restricted stock awards and PSUs, otherwise remain subject to their original terms, except that for purposes of the adjusted Penn awards (including in determining exercisability and the post-termination exercise period), continued service with GLPI following the distribution date shall be deemed continued service with Penn. The unrecognized compensation relating to both Penn and GLPI’s stock options and restricted stock awards held by GLPI employees will be amortized to expense over the awards’ remaining vesting periods. |
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As of June 30, 2014, there was $5.0 million of total unrecognized compensation cost for stock options that will be recognized over the grants remaining weighted average vesting period of 1.27 years. For the three and six months ended June 30, 2014, the Company recognized $1.4 million and $2.8 million, respectively of compensation expense associated with these awards. In addition, the Company also recognized $3.2 million and $6.5 million of compensation expense for the three and six months ended June 30, 2014, relating to each of the first and second quarter $.52 per share dividends paid on vested employee stock options. |
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As of June 30, 2014, there was $14.9 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants remaining weighted average vesting period of 2.75 years. For the three and six months ended June 30, 2014 and 2013, the Company recognized $0.9 million and $1.5 million, respectively of compensation expense associated with these awards. |
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The following table contains information on restricted stock award activity for the six months ended June 30, 2014. |
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| | Number of Award | | | | | | | | | | | |
Shares | | | | | | | | | | |
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Outstanding at December 31, 2013 | | 419,067 | | | | | | | | | | | |
E&P Purge | | 106,261 | | | | | | | | | | | |
Granted | | 232,891 | | | | | | | | | | | |
Released | | (237,304 | ) | | | | | | | | | | |
Canceled | | (59,018 | ) | | | | | | | | | | |
Outstanding at June 30, 2014 | | 461,897 | | | | | | | | | | | |
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On April 25, 2014, the Company awarded market performance-based restricted stock awards with a three-year cliff vesting. The amount of restricted shares vested at the end of the three-year period will be determined based on the Company’s performance as measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year return of the MSCI US REIT index. The Company utilized a third party valuation firm to measure the fair value of the awards at grant date using the Monte Carlo model. As of June 30, 2014, there was $11.4 million of total unrecognized compensation cost, which will be recognized over the awards remaining weighted average vesting period of 2.82 years for performance-based restricted stock awards. For the three and six months ended June 30, 2104, the Company recognized $0.7 million of compensation expense associated with these awards. |
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As of June 30, 2014, there was $7.1 million of total unrecognized compensation cost, which will be recognized over the awards remaining weighted average vesting period of 2.14 years, for Penn and GLPI PSUs held by GLPI employees that will be cash-settled by GLPI. For the three and six months ended June 30, 2014, the Company recognized $0.7 million and $1.1 million, respectively of compensation expense associated with these awards. In addition, the Company also recognized $0.1 million and $0.5 million for the three and six months ended June 30, 2014, respectively relating to the purging distribution dividend and the first and second quarter $.52 per share dividends paid on unvested PSUs. |
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As of June 30, 2014, there was $0.3 million of total unrecognized compensation cost, which will be recognized over the grants remaining weighted average vesting period of 1.39 years, for Penn and GLPI SARs held by GLPI employees that will be cash-settled by GLPI. |
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Upon the declaration of the Purging Distribution, GLPI options and GLPI SARs were adjusted in a manner that preserved both the pre-distribution intrinsic value of the options and SARs and the pre-distribution ratio of the stock price to exercise price that existed immediately before the Purging Distribution. Additionally, upon declaration of the Purging Distribution, holders of GLPI PSUs were credited with the special dividend, which will accrue and be paid, if applicable, on the vesting date of the related PSU. Holders of GLPI restricted stock were entitled to receive the special dividend with respect to such restricted stock on the same date or dates that the special dividend was payable on GLPI common stock to shareholders of GLPI generally. |
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Segment Information | ' |
Segment Information |
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Consistent with how the Company’s Chief Operating Decision Maker reviews and assesses the Company’s financial performance, the Company has two reportable segments, GLP Capital, L.P. (a wholly-owned subsidiary of GLPI through which GLPI owns substantially all of its assets) (“GLP Capital”) and the TRS Properties. The GLP Capital reportable segment consists of the leased real property and represents the majority of the Company’s business. The TRS Properties reportable segment consists of Hollywood Casino Perryville and Hollywood Casino Baton Rouge. See Note 10 for further information with respect to the Company’s segments. |
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