Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 27, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Gaming & Leisure Properties, Inc. | |
Entity Central Index Key | 1,575,965 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 114,518,875 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Assets | ||||
Real estate investments, net | $ 2,135,337 | $ 2,180,124 | ||
Property and equipment, used in operations, net | 134,741 | 134,028 | ||
Cash and cash equivalents | 31,059 | 35,973 | $ 41,679 | $ 285,221 |
Prepaid expenses | 3,542 | 7,900 | ||
Deferred tax assets, current | 1,847 | 2,015 | ||
Other current assets | 54,606 | 45,254 | ||
Goodwill | 75,521 | 75,521 | ||
Other intangible assets | 9,577 | 9,577 | ||
Debt issuance costs, net of accumulated amortization of $13,366 and $9,327 at June 30, 2015 and December 31, 2014, respectively | 35,087 | 39,126 | ||
Loan receivable | 32,925 | 34,000 | ||
Deferred tax assets, non-current | 1,308 | 679 | ||
Other assets | 424 | 383 | ||
Total assets | 2,515,974 | 2,564,580 | ||
Liabilities | ||||
Accounts payable | 2,441 | 4,409 | ||
Accrued expenses | 9,106 | 5,339 | ||
Accrued interest | 17,514 | 17,528 | ||
Accrued salaries and wages | 9,140 | 12,581 | ||
Gaming, property, and other taxes | 30,136 | 22,741 | ||
Income taxes | 229 | 0 | ||
Current maturities of long-term debt | 100 | 81 | ||
Other current liabilities | 16,450 | 15,788 | ||
Long-term debt, net of current maturities | 2,566,339 | 2,609,406 | ||
Deferred tax liabilities, non-current | 366 | 1,443 | ||
Total liabilities | 2,651,821 | 2,689,316 | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2015 and December 31, 2014) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 114,413,073 and 112,981,088 shares issued at June 30, 2015 and December 31, 2014, respectively) | 1,144 | 1,130 | ||
Additional paid-in capital | 910,225 | 888,860 | ||
Retained deficit | (1,047,216) | (1,014,726) | ||
Total shareholders’ deficit | (135,847) | (124,736) | ||
Total liabilities and shareholders’ deficit | $ 2,515,974 | $ 2,564,580 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Debt issuance costs, accumulated amortization | $ 13,366 | $ 9,327 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 114,413,073 | 112,981,088 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | ||||||
Rental | $ 112,251 | $ 107,298 | $ 223,755 | $ 213,412 | ||
Real estate taxes paid by tenants | 12,943 | 12,446 | 26,293 | 24,444 | ||
Total rental revenue | 125,194 | 119,744 | 250,048 | 237,856 | ||
Gaming | 37,131 | 39,449 | 73,510 | 78,204 | ||
Food, beverage and other | 2,855 | 3,088 | 5,670 | 5,919 | ||
Total revenues | 165,180 | 162,281 | 329,228 | 321,979 | ||
Less promotional allowances | (1,357) | (1,495) | (2,744) | (2,865) | ||
Net revenues | 163,823 | 160,786 | 326,484 | 319,114 | ||
Operating expenses | ||||||
Gaming | 20,271 | 22,167 | 39,287 | 43,729 | ||
Food, beverage and other | 2,177 | 2,509 | 4,361 | 5,055 | ||
Real estate taxes | 13,209 | 12,856 | 26,964 | 25,279 | ||
General and administrative | 23,722 | 19,531 | 45,261 | 40,472 | ||
Depreciation | 27,617 | 26,349 | 55,028 | 52,871 | ||
Total operating expenses | 86,996 | 83,412 | 170,901 | 167,406 | ||
Income from operations | 76,827 | 77,374 | 155,583 | 151,708 | ||
Other income (expenses) | ||||||
Interest expense | (29,585) | (29,108) | (59,147) | (58,082) | ||
Interest income | 585 | 668 | 1,180 | 1,214 | ||
Total other expenses | (29,000) | (28,440) | (57,967) | (56,868) | ||
Income before income taxes | 47,827 | 48,934 | 97,616 | 94,840 | ||
Income tax expense | 1,882 | 1,922 | 4,584 | 3,516 | ||
Net income | $ 45,945 | $ 47,012 | $ 93,032 | $ 91,324 | ||
Earnings per common share (in dollars per share) | ||||||
Basic earnings per common share | $ 0.40 | $ 0.42 | $ 0.81 | $ 0.82 | ||
Diluted earnings per common share | 0.38 | 0.40 | 0.78 | 0.78 | ||
Dividends paid per common share (in dollars per share) | $ 0.545 | $ 0.545 | $ 0.52 | $ 0.52 | $ 1.09 | $ 1.04 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Deficit |
Balance at Dec. 31, 2014 | $ (124,736) | $ 1,130 | $ 888,860 | $ (1,014,726) |
Balance (in shares) at Dec. 31, 2014 | 112,981,088 | 112,981,088 | ||
Increase (Decrease) in Shareholders' Equity | ||||
Stock option activity | $ 16,441 | $ 13 | 16,428 | |
Stock option activity (in shares) | 1,331,959 | |||
Restricted stock activity | 4,938 | $ 1 | 4,937 | |
Restricted stock activity (in shares) | 100,026 | |||
Dividends paid | (125,522) | $ 0 | 0 | (125,522) |
Dividends paid (in shares) | 0 | |||
Net income | 93,032 | 93,032 | ||
Balance at Jun. 30, 2015 | $ (135,847) | $ 1,144 | $ 910,225 | $ (1,047,216) |
Balance (in shares) at Jun. 30, 2015 | 114,413,073 | 114,413,073 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||
Net income | $ 93,032 | $ 91,324 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 55,028 | 52,871 |
Amortization of debt issuance costs | 4,039 | 4,018 |
Losses on dispositions of property | 67 | 159 |
Deferred income taxes | (1,537) | (1,919) |
Stock-based compensation | 8,505 | 5,087 |
Decrease (increase), | ||
Prepaid expenses and other current assets | 3,390 | (17,296) |
Other assets | (4) | (1,309) |
(Decrease) increase, | ||
Accounts payable | (665) | 8,183 |
Accrued expenses | 3,767 | (6,360) |
Accrued interest | (14) | (565) |
Accrued salaries and wages | (3,441) | 104 |
Gaming, property and other taxes | (989) | 7,970 |
Income taxes | 229 | (18,476) |
Other current and noncurrent liabilities | 662 | 2,430 |
Net cash provided by operating activities | 162,069 | 126,221 |
Investing activities | ||
Capital project expenditures, net of reimbursements | (10,750) | (55,504) |
Capital maintenance expenditures | (1,726) | (1,468) |
Proceeds from sale of property and equipment | 97 | 6 |
Funding of loan receivable | 0 | (43,000) |
Principal payments on loan receivable | 1,075 | 7,000 |
Acquisition of real estate | 0 | (140,730) |
Other investing activities | (37) | 0 |
Net cash used in investing activities | (11,341) | (233,696) |
Financing activities | ||
Dividends paid | (125,522) | (329,224) |
Proceeds from exercise of options | 12,928 | 17,463 |
Proceeds from issuance of long-term debt | 0 | 208,000 |
Financing costs | 0 | (306) |
Payments of long-term debt | (43,048) | (32,000) |
Net cash used in financing activities | (155,642) | (136,067) |
Net decrease in cash and cash equivalents | (4,914) | (243,542) |
Cash and cash equivalents at beginning of period | 35,973 | 285,221 |
Cash and cash equivalents at end of period | $ 31,059 | $ 41,679 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations Gaming and Leisure Properties, Inc. ("GLPI") is a self-administered and self-managed Pennsylvania real estate investment trust ("REIT"). GLPI (together with its subsidiaries, the "Company") was incorporated on February 13, 2013, as a wholly-owned subsidiary of Penn National Gaming, Inc. ("Penn"). On November 1, 2013, Penn contributed to GLPI, through a series of internal corporate restructurings, substantially all of the assets and liabilities associated with Penn’s real property interests and real estate development business, as well as the assets and liabilities of Hollywood Casino Baton Rouge and Hollywood Casino Perryville, which are referred to as the "TRS Properties," and then spun-off GLPI to holders of Penn's common and preferred stock in a tax-free distribution (the "Spin-Off"). The Company elected on its United States ("U.S.") federal income tax return for its taxable year beginning on January 1, 2014 to be treated as a REIT and the Company, together with an indirectly wholly-owned subsidiary of the Company, GLP Holdings, Inc., jointly elected to treat each of GLP Holdings, Inc., Louisiana Casino Cruises, Inc. (d/b/a Hollywood Casino Baton Rouge) and Penn Cecil Maryland, Inc. (d/b/a Hollywood Casino Perryville) as a "taxable REIT subsidiary" ("TRS") effective on the first day of the first taxable year of GLPI as a REIT. As a result of the Spin-Off, GLPI owns substantially all of Penn’s former real property assets and leases back most of those assets to Penn for use by its subsidiaries, under a master lease, a triple-net operating lease with an initial term of 15 years with no purchase option, followed by four 5 year renewal options (exercisable by Penn) on the same terms and conditions (the "Master Lease"), and GLPI also owns and operates the TRS Properties through an indirect wholly-owned subsidiary, GLP Holdings, Inc. GLPI’s primary business consists of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements. As of June 30, 2015 , GLPI’s portfolio consisted of 21 gaming and related facilities, including the TRS Properties, the real property associated with 18 gaming and related facilities operated by Penn and the real property associated with the Casino Queen in East St. Louis, Illinois. These facilities are geographically diversified across 12 states. In connection with the Spin-Off, Penn allocated its accumulated earnings and profits (as determined for U.S. federal income tax purposes) for periods prior to the consummation of the Spin-Off between Penn and GLPI. In connection with its election to be taxed as a REIT for U.S. federal income tax purposes, GLPI declared a special dividend 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"). The Purging Distribution, which was paid on February 18, 2014, totaled approximately $1.05 billion and was comprised of cash and GLPI common stock. Additionally, pursuant to the terms of a Pre-Filing Agreement with the IRS, on December 19, 2014, the Company made a one-time distribution of $37.0 million to shareholders in order to confirm the Company appropriately allocated its historical earnings and profits relative to the separation from Penn. See Note 9 for further details. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. 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 consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed consolidated financial statements include the accounts of GLPI and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . The notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014 (our "Annual Report") should be read in conjunction with these condensed consolidated financial statements. The December 31, 2014 financial information has been derived from the Company’s audited consolidated financial statements. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-05, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). This ASU provides guidance on determining whether a cloud computing arrangement includes a software license, the accounting treatment of such a software license to be consistent with that of other licensed intangible assets, and the treatment of service agreements within cloud computing arrangements as service contracts. ASU 2015-05 is effective for financial statements issued for fiscal years beginning after December 15, 2015 and may be applied on a prospective or retrospective basis. The Company is evaluating the impact of adopting ASU 2015-05 and does not believe its adoption will have a material effect on its financial position or results of operation. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). This ASU requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015 and will be applied on a retrospective basis, wherein the balance sheet of each period presented will be adjusted to reflect the period-specific effects of applying the new guidance. Consistent with current guidance, the Company currently recognizes its debt issuance costs as deferred charges or assets on its balance sheet. The Company is evaluating the impact of adopting ASU 2015-03 and does not believe its adoption will have a material effect on its financial position or results of operation, as it believes only a balance sheet reclassification between assets and liabilities will be required upon adoption of the new standard. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. ASU 2014-09 provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. At the April 1, 2015 FASB meeting, the board voted to defer the effective date for the new revenue recognition standard to annual reporting periods beginning after December 15, 2017. The pronouncement was originally effective for annual reporting periods beginning after December 15, 2016, and companies are permitted to elect the adoption of the standard as of the original effective date. When adopted, the new guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact of adopting this new accounting standard on its financial statements and internal revenue recognition policies. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Fair Value of Financial Instruments 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: Cash and Cash Equivalents 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. Deferred Compensation Plan Assets and Corresponding Liabilities The Company's deferred compensation plan assets consist of open-ended mutual funds and as such the fair value measurement of the assets is considered a Level 1 measurement as defined under Accounting Standards Code ("ASC") 820 "Fair Value Measurements and Disclosures." Deferred compensation plan assets are included within other current assets on the condensed consolidated balance sheets. Deferred compensation liabilities approximate the plan's assets and are included with current liabilities on the condensed consolidated balance sheets. The difference between the Company's deferred compensation plan assets and liabilities at both June 30, 2015 and December 31, 2014 is related to timing differences between the funding of assets held at the plan trustee and the actual contributions from eligible employees' compensation. Loan Receivable The fair value of the loan receivable approximates the carrying value of the Company's loan receivable, as collection on the outstanding loan balance is reasonably assured and the interest rate approximates market rates for a similar instrument. Long-term Debt 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 ASC 820 "Fair Value Measurements and Disclosures." The estimated fair values of the Company’s financial instruments are as follows (in thousands): June 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 31,059 $ 31,059 $ 35,973 $ 35,973 Deferred compensation plan assets 15,031 15,031 14,280 14,280 Loan receivable 32,925 32,925 34,000 34,000 Financial liabilities: Deferred compensation plan liabilities 15,118 15,118 14,369 14,369 Long-term debt Senior unsecured credit facility 515,000 499,550 558,000 535,010 Senior notes 2,050,000 2,087,125 2,050,000 2,091,000 Comprehensive Income 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, 2015 and 2014 , and comprehensive income for the three and six months ended June 30, 2015 and 2014 was equivalent to net income for those time periods. Revenue Recognition and Promotional Allowances 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. As of June 30, 2015 , all but one of the Company’s real estate investment 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. 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 five 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. The rent structure under the Casino Queen lease also 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 facility, which is reset every five years to a fixed amount equal to the greater of (i) the annual amount of non-fixed rent applicable for the lease year immediately preceding such rent reset year and (ii) an amount equal to 4% of the average annual net revenues of the facility for the trailing five year period. Similar to Master Lease, the tenant is responsible for all executory charges described in the above paragraph. 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 with an offsetting expense in real estate taxes within the condensed consolidated statement of income as the Company has concluded it is the primary obligor. 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. 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, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) (in thousands) Video lottery $ 31,930 $ 33,651 $ 63,171 $ 67,032 Table game 4,881 5,350 9,691 10,290 Poker 320 448 648 882 Total gaming revenue, net of cash incentives $ 37,131 $ 39,449 $ 73,510 $ 78,204 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. 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, 2015 and 2014 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) (in thousands) Food and beverage $ 1,346 $ 1,484 $ 2,723 $ 2,845 Other 11 11 21 20 Total promotional allowances $ 1,357 $ 1,495 $ 2,744 $ 2,865 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, 2015 and 2014 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) (in thousands) Food and beverage $ 576 $ 720 $ 1,172 $ 1,437 Other 4 4 7 7 Total cost of complimentary services $ 580 $ 724 $ 1,179 $ 1,444 Gaming and Admission Taxes 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 wagering occurs. At Hollywood Casino Baton Rouge, the gaming and admission tax is based on graduated tax rates. At Hollywood Casino Perryville, the gaming tax rate is flat. 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 and admission tax rates change during the year, such changes are applied prospectively in the determination of gaming and admission tax expense in future interim periods. For the three and six months ended June 30, 2015 , these expenses, which are recorded within gaming expense in the condensed consolidated statements of income, totaled $15.8 million and $30.8 million , respectively, as compared to $17.9 million and $35.2 million for the three and six months ended June 30, 2014 , respectively. Earnings Per Share 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. In accordance with ASC 260 "Earnings per Share", the Company includes all performance-based restricted shares that would have vested based upon the Company’s performance at quarter-end in the calculation of diluted EPS. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method. 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, 2015 and 2014 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) Determination of shares: Weighted-average common shares outstanding 114,330 111,921 114,000 111,561 Assumed conversion of dilutive employee stock-based awards 4,376 5,579 4,322 5,922 Assumed conversion of restricted stock 163 157 193 261 Assumed conversion of performance-based restricted stock awards 518 74 522 40 Diluted weighted-average common shares outstanding 119,387 117,731 119,037 117,784 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, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands, expect per share data) Calculation of basic EPS: Net income $ 45,945 $ 47,012 $ 93,032 $ 91,324 Less: Net income allocated to participating securities (188 ) (194 ) (381 ) (378 ) Net income attributable to common shareholders $ 45,757 $ 46,818 $ 92,651 $ 90,946 Weighted-average common shares outstanding 114,330 111,921 114,000 111,561 Basic EPS $ 0.40 $ 0.42 $ 0.81 $ 0.82 Calculation of diluted EPS: Net income $ 45,945 $ 47,012 $ 93,032 $ 91,324 Diluted weighted-average common shares outstanding 119,387 117,731 119,037 117,784 Diluted EPS $ 0.38 $ 0.40 $ 0.78 $ 0.78 There were no outstanding options to purchase shares of common stock during the three months ended June 30, 2015 that were not included in the computation of diluted EPS because of being antidilutive. Options to purchase 7,269 shares were outstanding during the six months ended June 30, 2015 but were not included in the computation of diluted EPS because of being antidilutive. 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 that were not included in the computation of diluted EPS because of being antidilutive. Stock-Based Compensation 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. The fair value of the Company's time-based restricted stock awards is equivalent to the closing stock price on the day of grant. The Company utilizes a third party valuation firm to measure the fair value of performance-based restricted stock awards at grant date using the Monte Carlo model. 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." In connection with the Spin-Off, each outstanding option with respect to Penn common stock outstanding on the distribution date was converted into two awards, an adjusted Penn option and a GLPI option. The adjustment preserved the aggregate intrinsic value of the options. Additionally, in connection with the Spin-Off, holders of outstanding restricted stock and PSUs with respect to Penn common stock became entitled to an additional share of restricted stock or PSU with respect to GLPI common stock for each share of Penn restricted stock or PSU held. The adjusted options, 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; and for purposes of the GLPI awards (including in determining exercisability and the post-termination exercise period), continued service with Penn following the distribution date shall be deemed continued service with GLPI. The unrecognized compensation relating to both Penn and GLPI’s stock options, restricted stock awards, performance-based restricted stock awards and PSUs held by GLPI employees will be amortized to expense over the awards’ remaining vesting periods. As of June 30, 2015 , there was $1.3 million of total unrecognized compensation cost for stock options that will be recognized over the grants remaining weighted average vesting period of 0.51 years . For the three and six months ended June 30, 2015 , the Company recognized $0.7 million and $1.4 million , respectively, of compensation expense associated with these awards, compared to $1.4 million and $2.8 million for the three and six months ended June 30, 2014 , respectively. In addition, the Company also recognized $2.9 million and $5.8 million of compensation expense for the three and six months ended June 30, 2015 , respectively, relating to each of the 2015 first and second quarter $0.545 per share dividends paid on vested employee stock options. During the three and six months ended June 30, 2014 , the Company recognized $3.2 million and $6.5 million of compensation expense, relating to each of the 2014 first and second quarter $0.52 per share dividends paid on vested employee stock options. As of June 30, 2015 , there was $11.3 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants remaining weighted average vesting period of 2.02 years . For the three and six months ended June 30, 2015 , the Company recognized $1.5 million and $2.9 million , respectively, of compensation expense associated with these awards, compared to $0.9 million and $1.5 million for the three and six months ended June 30, 2014 , respectively. The following table contains information on restricted stock award activity for the six months ended June 30, 2015 : Number of Award Shares Outstanding at December 31, 2014 468,841 Granted 164,612 Released (157,918 ) Canceled (6,628 ) Outstanding at June 30, 2015 468,907 Performance-based restricted stock awards have three year cliff vesting with the amount of restricted shares vesting at the end of the three -year period 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 companies included in the MSCI US REIT index. As of June 30, 2015 , there was $14.9 million of total unrecognized compensation cost, which will be recognized over the awards remaining weighted average vesting period of 2.04 years for performance-based restricted stock awards. For the three and six months ended June 30, 2015 , the Company recognized $2.0 million and $4.2 million , respectively, of compensation expense associated with these awards, compared to $0.7 million for both the three and six months ended June 30, 2014 . The following table contains information on performance-based restricted stock award activity for the six months ended June 30, 2015 : Number of Performance-Based Award Shares Outstanding at December 31, 2014 543,556 Granted 548,000 Released — Canceled — Outstanding at June 30, 2015 1,091,556 As of June 30, 2015 , there was $4.3 million of total unrecognized compensation cost for Penn and GLPI PSUs held by GLPI employees that will be cash-settled by GLPI, which will be recognized over the awards remaining weighted average vesting period of 1.59 years . For the three and six months ended June 30, 2015 , the Company recognized $1.1 million and $2.9 million , respectively of compensation expense associated with these awards, compared to $0.7 million and $1.1 million for the three and six months ended June 30, 2014 , respectively. In addition, the Company also recognized $57 thousand and $0.1 million , respectively, for the three and six months ended June 30, 2015 , relating to the 2015 first and second quarter $0.545 per share dividends paid on unvested PSUs. For the three and six months ended June 30, 2014 , the Company recognized $0.1 million and $0.5 million , respectively, relating to the Purging Distribution dividend and the 2014 first and second quarter $0.52 per share dividends paid on unvested PSUs. Upon the declaration of the Purging Distribution, GLPI options were adjusted in a manner that preserved both the pre-distribution intrinsic value of the options 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. Segment Information 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. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In January 2014, the Company completed the asset acquisition of the real property associated with the Casino Queen in East St. Louis, Illinois for $140.7 million , including transaction fees of $0.7 million . Simultaneously with the acquisition, GLPI also provided Casino Queen with a $43.0 million , five year term loan at 7% interest, pre-payable at any time, which, together with the sale proceeds, completely refinanced and retired all of Casino Queen’s outstanding long-term debt obligations. As of June 30, 2015 , principal and interest payments have reduced the balance of this loan to $32.9 million . As of March 31, 2015, Casino Queen is obligated to make mandatory principal payments on the loan on the last day of each calendar year quarter equal to 1.25% of the original loan balance. The collectability of the remaining loan balance is reasonably assured, and it is recorded at carrying value which approximates fair value. Interest income related to the loan is recorded in interest income within the Company's consolidated statement of income in the period of receipt. GLPI leased the property back to Casino Queen on a triple-net basis on terms similar to those in the Master Lease, resulting in approximately $14.0 million in annual rent. The lease has an initial term of 15 years , and the tenant has an option to renew it at the same terms and conditions for four successive five year periods. |
Real Estate Investments
Real Estate Investments | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments Real estate investments, net, represents investments in 19 rental properties and the corporate headquarters building and is summarized as follows: June 30, December 31, (in thousands) Land and improvements $ 454,044 $ 454,181 Building and improvements 2,288,664 2,288,664 Construction in progress 5,777 2,576 Total real estate investments 2,748,485 2,745,421 Less accumulated depreciation (613,148 ) (565,297 ) Real estate investments, net $ 2,135,337 $ 2,180,124 Construction in progress represents the Company's investment in its corporate headquarters building located in Wyomissing, Pennsylvania. The building is expected to be ready for occupancy in the second half of 2015. |
Property and Equipment Used in
Property and Equipment Used in Operations | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment Used in Operations | Property and Equipment Used in Operations Property and equipment used in operations, net, consists of the following and primarily represents the assets utilized in the TRS Properties: June 30, December 31, (in thousands) Land and improvements $ 31,595 $ 31,595 Building and improvements 117,070 116,867 Furniture, fixtures, and equipment 110,191 103,612 Construction in progress 1,602 724 Total property and equipment 260,458 252,798 Less accumulated depreciation (125,717 ) (118,770 ) Property and equipment, net $ 134,741 $ 134,028 The increase in furniture, fixtures, and equipment is primarily due to the purchase of slot machines at Hollywood Casino Perryville, totaling approximately $5.9 million for the six months ended June 30, 2015 . |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Long-term debt is as follows: June 30, December 31, (in thousands) Senior unsecured credit facility $ 515,000 $ 558,000 $550 million 4.375% senior unsecured notes due November 2018 550,000 550,000 $1,000 million 4.875% senior unsecured notes due November 2020 1,000,000 1,000,000 $500 million 5.375% senior unsecured notes due November 2023 500,000 500,000 Capital lease 1,439 1,487 Total long-term debt 2,566,439 2,609,487 Less current maturities of long-term debt (100 ) (81 ) Long-term debt, net of current maturities $ 2,566,339 $ 2,609,406 The following is a schedule of future minimum repayments of long-term debt as of June 30, 2015 (in thousands): Within one year $ 100 2-3 years 215 4-5 years 1,065,236 Over 5 years 1,500,888 Total minimum payments $ 2,566,439 Senior Unsecured Credit Facility The Company has a one billion dollar senior unsecured credit facility (the "Credit Facility"), consisting of a $700.0 million revolving credit facility and a $300.0 million Term Loan A facility. The Credit Facility matures on October 28, 2018. At June 30, 2015 , the Credit Facility had a gross outstanding balance of $515.0 million , consisting of the $300.0 million Term Loan A facility and $215.0 million of borrowings under the revolving credit facility. Additionally, at June 30, 2015 , the Company was contingently obligated under letters of credit issued pursuant to the senior unsecured credit facility with face amounts aggregating approximately $0.9 million , resulting in $484.1 million of available borrowing capacity under the revolving credit facility as of June 30, 2015 . 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 and its status as a REIT on and after the effective date of its election to be treated as a REIT, which the Company elected on its 2014 U.S. federal income tax return. 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, including 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. At June 30, 2015 , the Company was in compliance with all required covenants under the Credit Facility. Senior Unsecured Notes Each of the 4.375% Senior Unsecured Notes due 2018 (the "2018 Notes"); 4.875% Senior Unsecured Notes due 2020 (the "2020 Notes"); and 5.375% Senior Unsecured Notes due 2023 (the "2023 Notes," and collectively with the 2018 Notes and 2020 Notes, the "Notes") contains covenants limiting the Company’s ability to: incur additional debt and use its assets to secure debt; merge or consolidate with another company; and make certain amendments to the Master Lease. The Notes also require the Company 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. At June 30, 2015 , the Company was in compliance with all required covenants under the Notes. Capital Lease The Company assumed the capital lease obligation related to certain assets at its Aurora, Illinois property. GLPI recorded the asset and liability associated with the capital lease on its balance sheet. The original term of the capital lease was 30 years and it will terminate in 2026. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation On May 14, 2014, the Company announced that it entered into an agreement with CCR to acquire The Meadows Racetrack and Casino located in Washington, Pennsylvania, a suburb of Pittsburgh, Pennsylvania. The agreement provides that closing of the acquisition is subject to, among other things, the accuracy of CCR’s representations and its compliance with the covenants set forth in the agreement, as well as the approval of the Pennsylvania Gaming Control Board and Pennsylvania Racing Commission. On October 27, 2014, the Company filed a lawsuit in the Southern District of New York against CCR alleging, among other things, fraud, breach of the agreement and breach of the related consulting agreement entered into at the same time. The lawsuit was subsequently re-filed in New York state court on January 7, 2015 for procedural reasons. The Company asserts claims that CCR has breached the agreements, with the Company seeking return of $10.0 million paid pursuant to a related consulting agreement and an unspecified amount of additional damages. The Company further seeks a declaration that a material adverse effect has occurred that excuses CCR from consummating the agreement. The Company will further evaluate and consider all other remedies available to it, including termination of the agreements. Although the Company intends to pursue its claims vigorously, there can be no assurance that the Company will prevail on any of the claims in the action, or, if the Company does prevail on one or more of the claims, of the amount of recovery that may be awarded to the Company for such claim(s). In addition, the timing and resolution of the claims set forth in the lawsuit are unpredictable and the Company is not able to currently predict any effect this suit may have on closing of the transaction. Pursuant to a Separation and Distribution Agreement between Penn and GLPI, 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) will be retained by Penn, and Penn will indemnify 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. There can be no assurance that Penn will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Penn any amounts for which we are liable, we may be temporarily required to bear those losses. 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 consolidated 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. |
Dividends
Dividends | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Dividends | Dividends The following table lists the dividends declared and paid by the Company during the six months ended June 30, 2015 and 2014 : Declaration Date Shareholder Record Date Securities Class Dividend Per Share Period Covered Distribution Date Dividend Amount (in thousands) 2015 February 3, 2015 March 10, 2015 Common Stock $ 0.545 First Quarter 2015 March 27, 2015 $ 62,072 May 1, 2015 June 11, 2015 Common Stock $ 0.545 Second Quarter 2015 June 26, 2015 $ 62,348 2014 February 18, 2014 March 7, 2014 Common Stock $ 0.52 First Quarter 2014 March 28, 2014 $ 58,008 May 30, 2014 June 12, 2014 Common Stock $ 0.52 Second Quarter 2014 June 27, 2014 $ 58,207 In addition for the three and six months ended June 30, 2015 , dividend payments were made to or accrued for GLPI restricted stock award holders and for both GLPI and Penn unvested employee stock options in the amount of $0.5 million and $1.1 million , respectively, as compared to $1.0 million and $2.0 million for the three and six months ended June 30, 2014 , respectively. Additionally, on February 18, 2014 , GLPI made the Purging Distribution, which totaled $1.05 billion and was comprised of cash and GLPI common stock, to distribute the accumulated earnings and profits related 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. Shareholders were given the option to elect either an all-cash or all-stock dividend, subject to a total cash limitation of $210.0 million . Of the 88,691,827 shares of common stock outstanding on the record date, approximately 54.3% elected the cash distribution and approximately 45.7% elected a stock distribution or made no election. Shareholders electing cash received $4.358049 plus 0.195747 additional GLPI shares per common share held on the record date. Shareholders electing stock or not making an election received 0.309784 additional GLPI shares per common share held on the record date. Stock dividends were paid based on the volume weighted average price for the three trading days ended February 13, 2014 of $38.2162 per share. Approximately 22.0 million shares were issued in connection with this dividend payment. In addition, cash distributions were made to GLPI and Penn employee restricted stock award holders in the amount of $1.0 million for the Purging Distribution. Additionally, pursuant to the terms of a Pre-Filing Agreement with the IRS, on December 19, 2014 , the Company made a one-time distribution of $37.0 million to shareholders in order to confirm the Company appropriately allocated its historical earnings and profits relative to the separation from Penn. In addition, cash distributions were made to or accrued for both GLPI restricted stock award holders and GLPI and Penn unvested employee stock options in the amount of $0.7 million for this one-time distribution. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The following tables present certain information with respect to the Company’s segments. Three Months Ended June 30, 2015 Three Months Ended June 30, 2014 (in thousands) GLP Capital TRS Properties Eliminations (1) Total GLP Capital TRS Properties Eliminations (1) Total Net revenues $ 125,194 $ 38,629 $ — $ 163,823 $ 119,744 $ 41,042 $ — $ 160,786 Income from operations 70,269 6,558 — 76,827 70,219 7,155 — 77,374 Interest, net 29,001 2,601 (2,602 ) 29,000 28,440 2,601 (2,601 ) 28,440 Income before income taxes 43,870 3,957 — 47,827 44,380 4,554 — 48,934 Income tax expense 186 1,696 — 1,882 — 1,922 — 1,922 Net income 43,684 2,261 — 45,945 44,380 2,632 — 47,012 Depreciation 24,393 3,224 — 27,617 23,292 3,057 — 26,349 Capital project expenditures, net of reimbursements 4,244 866 — 5,110 31,502 — — 31,502 Capital maintenance expenditures — 775 — 775 — 597 — 597 Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 (in thousands) GLP Capital TRS Properties Eliminations (1) Total GLP Capital TRS Properties Eliminations (1) Total Net revenues $ 250,048 $ 76,436 $ — $ 326,484 $ 237,856 $ 81,258 $ — $ 319,114 Income from operations 141,825 13,758 — 155,583 138,090 13,618 — 151,708 Interest, net 57,969 5,201 (5,203 ) 57,967 56,868 5,202 (5,202 ) 56,868 Income before income taxes 89,059 8,557 — 97,616 86,424 8,416 — 94,840 Income tax expense 996 3,588 — 4,584 — 3,516 — 3,516 Net income 88,063 4,969 — 93,032 86,424 4,900 — 91,324 Depreciation 48,786 6,242 — 55,028 46,733 6,138 — 52,871 Capital project expenditures, net of reimbursements 4,853 5,897 — 10,750 55,504 — — 55,504 Capital maintenance expenditures — 1,726 — 1,726 — 1,468 — 1,468 (1) Amounts in the "Eliminations" column represent the elimination of intercompany interest payments from the Company’s TRS Properties business segment to its GLP Capital business segment. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information Supplemental disclosures of cash flow information is as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) Cash paid for income taxes (1) $ 4,425 $ 10,711 $ 4,425 $ 24,632 Cash paid for interest 52,451 52,450 55,066 54,579 (1) For the three months ended June 30, 2014, amounts included a payment of $5.1 million directly to Penn for federal and state income tax liabilities incurred prior to the Spin-Off, which Penn was responsible for when they filed their 2013 returns. For the six months ended June 30, 2014, amounts primarily reflect 2013 extension payments while GLPI was still a subsidiary of Penn. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the year ended December 31, 2014, the Company entered into an Agreement of Sale (the "Sale Agreement") with Wyomissing Professional Center Inc. ("WPC") and acquired certain land in an office complex known as The Wyomissing Professional Center Campus, located in Wyomissing, Pennsylvania. The Company subsequently paid $189,000 and $228,000 , respectively, to WPC during the three and six months ended June 30, 2015 in connection with construction costs WPC paid on the Company's behalf. In connection with completion of construction of the building in The Wyomissing Professional Center Campus, the Company also entered into an agreement (the "Construction Management Agreement") with CB Consulting Group LLC (the "Construction Manager") during the year ended December 31, 2014. Pursuant to the Construction Management Agreement, the Construction Manager will, among other things, provide certain construction management services to the Company in exchange for three percent ( 3% ) of the total cost of work to complete the building construction project, and certain additional costs for added services. The Company paid or accrued $101,000 to the Construction Manager during the three and six months ended June 30, 2015 . Peter M. Carlino, the Company’s Chairman of the Board of Directors and Chief Executive Officer, is also the sole owner of WPC. In addition, Mr. Carlino’s son owns a material interest in the Construction Manager. |
Supplementary Condensed Consoli
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers | Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers GLPI guarantees the Notes issued by its subsidiaries, GLP Capital, L.P. and GLP Financing II, Inc. Each of the subsidiary issuers is 100% owned by GLPI. The guarantees of GLPI are full and unconditional. GLPI is not subject to any material or significant restrictions on its ability to obtain funds from its subsidiaries by dividend or loan or to transfer assets from such subsidiaries, except as provided by applicable law. No subsidiaries of GLPI guarantee the Notes. Summarized financial information as of June 30, 2015 and December 31, 2014 and for the six months ended June 30, 2015 and 2014 for GLPI as the parent guarantor, for GLP Capital, L.P. and GLP Financing II, Inc. as the subsidiary issuers and the other subsidiary non-issuers is presented below. In preparation for the Company's potential use of an UPREIT structure, on January 1, 2015, all employees and associated assets and liabilities were transferred from GLPI to GLP Capital, L.P. At June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,999,046 $ 136,291 $ — $ 2,135,337 Property and equipment, used in operations, net — 24,588 110,153 — 134,741 Cash and cash equivalents — 3,722 27,337 — 31,059 Prepaid expenses — 1,526 2,016 — 3,542 Deferred tax assets, current — — 1,847 — 1,847 Other current assets — 51,620 2,986 — 54,606 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $13,666 at June 30, 2015 — 35,087 — — 35,087 Loan receivable — — 32,925 — 32,925 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (135,847 ) 194,885 74,889 (133,927 ) — Deferred tax assets, non-current — — 1,308 — 1,308 Other assets — 294 130 — 424 Total assets $ (135,847 ) $ 2,504,363 $ 474,980 $ (327,522 ) $ 2,515,974 Liabilities Accounts payable $ — $ 2,202 $ 239 $ — $ 2,441 Accrued expenses — 4,805 4,301 — 9,106 Accrued interest — 17,514 — — 17,514 Accrued salaries and wages — 6,835 2,305 — 9,140 Gaming, property, and other taxes — 27,340 2,796 — 30,136 Income taxes — (43 ) 272 — 229 Current maturities of long-term debt — 100 — — 100 Other current liabilities — 15,118 1,332 — 16,450 Long-term debt, net of current maturities — 2,566,339 — — 2,566,339 Intercompany loan payable — — 193,595 (193,595 ) — Deferred tax liabilities, non-current — — 366 — 366 Total liabilities — 2,640,210 205,206 (193,595 ) 2,651,821 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2015 — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 114,413,073 shares issued at June 30, 2015 1,144 1,144 1,144 (2,288 ) 1,144 Additional paid-in capital 910,225 910,226 1,063,063 (1,973,289 ) 910,225 Retained (deficit) earnings (1,047,216 ) (1,047,217 ) (794,433 ) 1,841,650 (1,047,216 ) Total shareholders’ (deficit) equity (135,847 ) (135,847 ) 269,774 (133,927 ) (135,847 ) Total liabilities and shareholders’ (deficit) equity $ (135,847 ) $ 2,504,363 $ 474,980 $ (327,522 ) $ 2,515,974 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 216,755 $ 7,000 $ — $ 223,755 Real estate taxes paid by tenants — 25,309 984 — 26,293 Total rental revenue — 242,064 7,984 — 250,048 Gaming — — 73,510 — 73,510 Food, beverage and other — — 5,670 — 5,670 Total revenues — 242,064 87,164 — 329,228 Less promotional allowances — — (2,744 ) — (2,744 ) Net revenues — 242,064 84,420 — 326,484 Operating expenses Gaming — — 39,287 — 39,287 Food, beverage and other — — 4,361 — 4,361 Real estate taxes — 25,309 1,655 — 26,964 General and administrative — 33,144 12,117 — 45,261 Depreciation — 47,264 7,764 — 55,028 Total operating expenses — 105,717 65,184 — 170,901 Income from operations — 136,347 19,236 — 155,583 Other income (expenses) Interest expense — (59,147 ) — — (59,147 ) Interest income — 11 1,169 — 1,180 Intercompany dividends and interest — 17,689 7,000 (24,689 ) — Total other expenses — (41,447 ) 8,169 (24,689 ) (57,967 ) Income before income taxes — 94,900 27,405 (24,689 ) 97,616 Income tax expense — 996 3,588 — 4,584 Net income $ — $ 93,904 $ 23,817 $ (24,689 ) $ 93,032 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income $ — $ 93,904 $ 23,817 $ (24,689 ) $ 93,032 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation — 47,264 7,764 — 55,028 Amortization of debt issuance costs — 4,039 — — 4,039 Losses on dispositions of property — 46 21 — 67 Deferred income taxes — — (1,537 ) — (1,537 ) Stock-based compensation — 8,505 — — 8,505 Decrease (increase), Prepaid expenses and other current assets — 938 2,452 — 3,390 Other assets — (1 ) (3 ) — (4 ) Intercompany — 2,244 (2,244 ) — — (Decrease) increase, Accounts payable — (694 ) 29 — (665 ) Accrued expenses — 4,172 (405 ) — 3,767 Accrued interest — (14 ) — — (14 ) Accrued salaries and wages — (3,178 ) (263 ) — (3,441 ) Gaming, property and other taxes — (973 ) (16 ) — (989 ) Income taxes — 122 107 — 229 Other current and noncurrent liabilities — 749 (87 ) — 662 Net cash provided by (used in) operating activities — 157,123 29,635 (24,689 ) 162,069 Investing activities Capital project expenditures, net of reimbursements — (4,853 ) (5,897 ) — (10,750 ) Capital maintenance expenditures — — (1,726 ) — (1,726 ) Proceeds from sale of property and equipment — 91 6 — 97 Principal payments on loan receivable — — 1,075 — 1,075 Other investing activities — (37 ) — — (37 ) Net cash used in investing activities — (4,799 ) (6,542 ) — (11,341 ) Financing activities Dividends paid (125,522 ) — — — (125,522 ) Proceeds from exercise of options 12,928 — — — 12,928 Payments of long-term debt — (43,048 ) — — (43,048 ) Intercompany financing 109,951 (110,004 ) (24,636 ) 24,689 — Net cash (used in) provided by financing activities (2,643 ) (153,052 ) (24,636 ) 24,689 (155,642 ) Net decrease in cash and cash equivalents (2,643 ) (728 ) (1,543 ) — (4,914 ) Cash and cash equivalents at beginning of period 2,643 4,450 28,880 — 35,973 Cash and cash equivalents at end of period $ — $ 3,722 $ 27,337 $ — $ 31,059 At December 31, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 2,042,311 $ 137,813 $ — $ 2,180,124 Property and equipment, used in operations, net 25,228 — 108,800 — 134,028 Cash and cash equivalents 2,643 4,450 28,880 — 35,973 Prepaid expenses 1,096 2,196 3,110 1,498 7,900 Deferred tax assets, current — — 2,015 — 2,015 Other current assets 14,947 27,417 2,890 — 45,254 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $9,327 at December 31, 2014 — 39,126 — — 39,126 Loan receivable — — 34,000 — 34,000 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (138,987 ) 195,092 65,255 (121,360 ) — Deferred tax assets, non-current — — 679 — 679 Other assets 256 — 127 — 383 Total assets $ (94,817 ) $ 2,504,187 $ 468,667 $ (313,457 ) $ 2,564,580 Liabilities Accounts payable $ 4,011 $ 188 $ 210 $ — $ 4,409 Accrued expenses 514 119 4,706 — 5,339 Accrued interest — 17,528 — — 17,528 Accrued salaries and wages 10,013 — 2,568 — 12,581 Gaming, property, and other taxes 1,012 18,874 2,855 — 22,741 Income taxes — (165 ) (1,333 ) 1,498 — Current maturities of long-term debt — 81 — — 81 Other current liabilities 14,369 — 1,419 — 15,788 Long-term debt, net of current maturities — 2,609,406 — — 2,609,406 Intercompany loan payable — — 193,595 (193,595 ) — Deferred tax liabilities, non-current — — 1,443 — 1,443 Total liabilities 29,919 2,646,031 205,463 (192,097 ) 2,689,316 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2014 — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 112,981,088 shares issued at December 31, 2014 1,130 — — — 1,130 Additional paid-in capital 888,860 139,811 292,547 (432,358 ) 888,860 Retained (deficit) earnings (1,014,726 ) (281,655 ) (29,343 ) 310,998 (1,014,726 ) Total shareholders’ (deficit) equity (124,736 ) (141,844 ) 263,204 (121,360 ) (124,736 ) Total liabilities and shareholders’ (deficit) equity $ (94,817 ) $ 2,504,187 $ 468,667 $ (313,457 ) $ 2,564,580 Six months ended June 30, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 207,240 $ 6,172 $ — $ 213,412 Real estate taxes paid by tenants — 23,528 916 — 24,444 Total rental revenue — 230,768 7,088 — 237,856 Gaming — — 78,204 — 78,204 Food, beverage and other — — 5,919 — 5,919 Total revenues — 230,768 91,211 — 321,979 Less promotional allowances — — (2,865 ) — (2,865 ) Net revenues — 230,768 88,346 — 319,114 Operating expenses Gaming — — 43,729 — 43,729 Food, beverage and other — — 5,055 — 5,055 Real estate taxes — 23,528 1,751 — 25,279 General and administrative 27,145 1,442 11,885 — 40,472 Depreciation 901 44,437 7,533 — 52,871 Total operating expenses 28,046 69,407 69,953 — 167,406 Income from operations (28,046 ) 161,361 18,393 — 151,708 Other income (expenses) Interest expense — (58,082 ) — — (58,082 ) Interest income — — 1,214 — 1,214 Intercompany dividends and interest 357,979 19,087 362,189 (739,255 ) — Total other expenses 357,979 (38,995 ) 363,403 (739,255 ) (56,868 ) Income before income taxes 329,933 122,366 381,796 (739,255 ) 94,840 Income tax expense — — 3,516 — 3,516 Net income $ 329,933 $ 122,366 $ 378,280 $ (739,255 ) $ 91,324 Six months ended June 30, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income $ 329,933 $ 122,366 $ 378,280 $ (739,255 ) $ 91,324 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 901 44,437 7,533 — 52,871 Amortization of debt issuance costs — 4,018 — — 4,018 Losses on dispositions of property — — 159 — 159 Deferred income taxes — — (1,919 ) — (1,919 ) Stock-based compensation 5,087 — — — 5,087 (Increase) decrease, Prepaid expenses and other current assets 318 (16,415 ) (2,419 ) 1,220 (17,296 ) Other assets (1,288 ) — (21 ) — (1,309 ) Intercompany (2,711 ) (867 ) 3,578 — — Increase (decrease), 0 0 0 Accounts payable 7,320 1,089 (226 ) — 8,183 Accrued expenses (7,641 ) 880 401 — (6,360 ) Accrued interest — (565 ) — — (565 ) Accrued salaries and wages 880 — (776 ) — 104 Gaming, property and other taxes 50 6,252 1,668 — 7,970 Income taxes (1,442 ) (7,365 ) (8,449 ) (1,220 ) (18,476 ) Other current and noncurrent liabilities 1,216 — 1,214 — 2,430 Net cash provided by (used in) operating activities 332,623 153,830 379,023 (739,255 ) 126,221 Investing activities Capital project expenditures, net of reimbursements (1,586 ) (53,918 ) — — (55,504 ) Capital maintenance expenditures — — (1,468 ) — (1,468 ) Proceeds from sale of property and equipment — — 6 — 6 Funding of loan receivable — — (43,000 ) — (43,000 ) Principal payments on loan receivable — — 7,000 — 7,000 Acquisition of real estate — — (140,730 ) — (140,730 ) Net cash used in investing activities (1,586 ) (53,918 ) (178,192 ) — (233,696 ) Financing activities Dividends paid (329,224 ) — — — (329,224 ) Proceeds from exercise of options 17,463 — — — 17,463 Proceeds from issuance of long-term debt — 208,000 — — 208,000 Financing costs — (306 ) — — (306 ) Payments of long-term debt — (32,000 ) — — (32,000 ) Intercompany financing (54,999 ) (491,524 ) (192,732 ) 739,255 — Net cash (used in) provided by financing activities (366,760 ) (315,830 ) (192,732 ) 739,255 (136,067 ) Net (decrease) increase in cash and cash equivalents (35,723 ) (215,918 ) 8,099 — (243,542 ) Cash and cash equivalents at beginning of period 42,801 221,095 21,325 $ — 285,221 Cash and cash equivalents at end of period $ 7,078 $ 5,177 $ 29,424 $ — $ 41,679 |
Subsequent Events Subsesquent E
Subsequent Events Subsesquent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 21, 2015, the Company announced that it had entered into a definitive agreement with Pinnacle to acquire, subject to the terms and conditions thereof, substantially all of Pinnacle's real estate assets in a series of transactions including a spin-off by Pinnacle of its gaming and other operating assets into a new publicly-traded company followed by a merger of Pinnacle with a wholly owned subsidiary of GLPI. The transaction consideration includes 0.85 shares of GLPI common stock to be issued in respect of each issued and outstanding share of Pinnacle common stock and certain Pinnacle equity awards. In addition, GLPI would assume $2.7 billion of Pinnacle's debt, which will be refinanced at closing. The Company also intends to issue additional equity, the proceeds of which will be used to fund transaction costs. The transaction is expected to close in early 2016. On July 30, 2015 , the Company declared its third quarter dividend of $0.545 per common share, payable on September 25, 2015 to shareholders of record on September 14, 2015 . |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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: Cash and Cash Equivalents 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. Deferred Compensation Plan Assets and Corresponding Liabilities The Company's deferred compensation plan assets consist of open-ended mutual funds and as such the fair value measurement of the assets is considered a Level 1 measurement as defined under Accounting Standards Code ("ASC") 820 "Fair Value Measurements and Disclosures." Deferred compensation plan assets are included within other current assets on the condensed consolidated balance sheets. Deferred compensation liabilities approximate the plan's assets and are included with current liabilities on the condensed consolidated balance sheets. The difference between the Company's deferred compensation plan assets and liabilities at both June 30, 2015 and December 31, 2014 is related to timing differences between the funding of assets held at the plan trustee and the actual contributions from eligible employees' compensation. Loan Receivable The fair value of the loan receivable approximates the carrying value of the Company's loan receivable, as collection on the outstanding loan balance is reasonably assured and the interest rate approximates market rates for a similar instrument. Long-term Debt 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 ASC 820 "Fair Value Measurements and Disclosures." The estimated fair values of the Company’s financial instruments are as follows (in thousands): June 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 31,059 $ 31,059 $ 35,973 $ 35,973 Deferred compensation plan assets 15,031 15,031 14,280 14,280 Loan receivable 32,925 32,925 34,000 34,000 Financial liabilities: Deferred compensation plan liabilities 15,118 15,118 14,369 14,369 Long-term debt Senior unsecured credit facility 515,000 499,550 558,000 535,010 Senior notes 2,050,000 2,087,125 2,050,000 2,091,000 |
Comprehensive Income | Comprehensive Income 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, 2015 and 2014 , and comprehensive income for the three and six months ended June 30, 2015 and 2014 was equivalent to net income for those time periods. |
Revenue Recognition and Promotional Allowances | Revenue Recognition and Promotional Allowances 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. As of June 30, 2015 , all but one of the Company’s real estate investment 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. 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 five 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. The rent structure under the Casino Queen lease also 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 facility, which is reset every five years to a fixed amount equal to the greater of (i) the annual amount of non-fixed rent applicable for the lease year immediately preceding such rent reset year and (ii) an amount equal to 4% of the average annual net revenues of the facility for the trailing five year period. Similar to Master Lease, the tenant is responsible for all executory charges described in the above paragraph. 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 with an offsetting expense in real estate taxes within the condensed consolidated statement of income as the Company has concluded it is the primary obligor. 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. 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, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) (in thousands) Video lottery $ 31,930 $ 33,651 $ 63,171 $ 67,032 Table game 4,881 5,350 9,691 10,290 Poker 320 448 648 882 Total gaming revenue, net of cash incentives $ 37,131 $ 39,449 $ 73,510 $ 78,204 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. 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, 2015 and 2014 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) (in thousands) Food and beverage $ 1,346 $ 1,484 $ 2,723 $ 2,845 Other 11 11 21 20 Total promotional allowances $ 1,357 $ 1,495 $ 2,744 $ 2,865 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, 2015 and 2014 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) (in thousands) Food and beverage $ 576 $ 720 $ 1,172 $ 1,437 Other 4 4 7 7 Total cost of complimentary services $ 580 $ 724 $ 1,179 $ 1,444 |
Gaming and Admission Taxes | Gaming and Admission Taxes 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 wagering occurs. At Hollywood Casino Baton Rouge, the gaming and admission tax is based on graduated tax rates. At Hollywood Casino Perryville, the gaming tax rate is flat. 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 and admission tax rates change during the year, such changes are applied prospectively in the determination of gaming and admission tax expense in future interim periods. For the three and six months ended June 30, 2015 , these expenses, which are recorded within gaming expense in the condensed consolidated statements of income, totaled $15.8 million and $30.8 million , respectively, as compared to $17.9 million and $35.2 million for the three and six months ended June 30, 2014 , respectively. |
Earnings Per Share | Earnings Per Share 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. In accordance with ASC 260 "Earnings per Share", the Company includes all performance-based restricted shares that would have vested based upon the Company’s performance at quarter-end in the calculation of diluted EPS. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method. 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, 2015 and 2014 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) Determination of shares: Weighted-average common shares outstanding 114,330 111,921 114,000 111,561 Assumed conversion of dilutive employee stock-based awards 4,376 5,579 4,322 5,922 Assumed conversion of restricted stock 163 157 193 261 Assumed conversion of performance-based restricted stock awards 518 74 522 40 Diluted weighted-average common shares outstanding 119,387 117,731 119,037 117,784 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, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands, expect per share data) Calculation of basic EPS: Net income $ 45,945 $ 47,012 $ 93,032 $ 91,324 Less: Net income allocated to participating securities (188 ) (194 ) (381 ) (378 ) Net income attributable to common shareholders $ 45,757 $ 46,818 $ 92,651 $ 90,946 Weighted-average common shares outstanding 114,330 111,921 114,000 111,561 Basic EPS $ 0.40 $ 0.42 $ 0.81 $ 0.82 Calculation of diluted EPS: Net income $ 45,945 $ 47,012 $ 93,032 $ 91,324 Diluted weighted-average common shares outstanding 119,387 117,731 119,037 117,784 Diluted EPS $ 0.38 $ 0.40 $ 0.78 $ 0.78 There were no outstanding options to purchase shares of common stock during the three months ended June 30, 2015 that were not included in the computation of diluted EPS because of being antidilutive. Options to purchase 7,269 shares were outstanding during the six months ended June 30, 2015 but were not included in the computation of diluted EPS because of being antidilutive. 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 that were not included in the computation of diluted EPS because of being antidilutive. |
Stock-Based Compensation | Stock-Based Compensation 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. The fair value of the Company's time-based restricted stock awards is equivalent to the closing stock price on the day of grant. The Company utilizes a third party valuation firm to measure the fair value of performance-based restricted stock awards at grant date using the Monte Carlo model. 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." In connection with the Spin-Off, each outstanding option with respect to Penn common stock outstanding on the distribution date was converted into two awards, an adjusted Penn option and a GLPI option. The adjustment preserved the aggregate intrinsic value of the options. Additionally, in connection with the Spin-Off, holders of outstanding restricted stock and PSUs with respect to Penn common stock became entitled to an additional share of restricted stock or PSU with respect to GLPI common stock for each share of Penn restricted stock or PSU held. The adjusted options, 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; and for purposes of the GLPI awards (including in determining exercisability and the post-termination exercise period), continued service with Penn following the distribution date shall be deemed continued service with GLPI. The unrecognized compensation relating to both Penn and GLPI’s stock options, restricted stock awards, performance-based restricted stock awards and PSUs held by GLPI employees will be amortized to expense over the awards’ remaining vesting periods. As of June 30, 2015 , there was $1.3 million of total unrecognized compensation cost for stock options that will be recognized over the grants remaining weighted average vesting period of 0.51 years . For the three and six months ended June 30, 2015 , the Company recognized $0.7 million and $1.4 million , respectively, of compensation expense associated with these awards, compared to $1.4 million and $2.8 million for the three and six months ended June 30, 2014 , respectively. In addition, the Company also recognized $2.9 million and $5.8 million of compensation expense for the three and six months ended June 30, 2015 , respectively, relating to each of the 2015 first and second quarter $0.545 per share dividends paid on vested employee stock options. During the three and six months ended June 30, 2014 , the Company recognized $3.2 million and $6.5 million of compensation expense, relating to each of the 2014 first and second quarter $0.52 per share dividends paid on vested employee stock options. As of June 30, 2015 , there was $11.3 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants remaining weighted average vesting period of 2.02 years . For the three and six months ended June 30, 2015 , the Company recognized $1.5 million and $2.9 million , respectively, of compensation expense associated with these awards, compared to $0.9 million and $1.5 million for the three and six months ended June 30, 2014 , respectively. The following table contains information on restricted stock award activity for the six months ended June 30, 2015 : Number of Award Shares Outstanding at December 31, 2014 468,841 Granted 164,612 Released (157,918 ) Canceled (6,628 ) Outstanding at June 30, 2015 468,907 Performance-based restricted stock awards have three year cliff vesting with the amount of restricted shares vesting at the end of the three -year period 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 companies included in the MSCI US REIT index. As of June 30, 2015 , there was $14.9 million of total unrecognized compensation cost, which will be recognized over the awards remaining weighted average vesting period of 2.04 years for performance-based restricted stock awards. For the three and six months ended June 30, 2015 , the Company recognized $2.0 million and $4.2 million , respectively, of compensation expense associated with these awards, compared to $0.7 million for both the three and six months ended June 30, 2014 . The following table contains information on performance-based restricted stock award activity for the six months ended June 30, 2015 : Number of Performance-Based Award Shares Outstanding at December 31, 2014 543,556 Granted 548,000 Released — Canceled — Outstanding at June 30, 2015 1,091,556 As of June 30, 2015 , there was $4.3 million of total unrecognized compensation cost for Penn and GLPI PSUs held by GLPI employees that will be cash-settled by GLPI, which will be recognized over the awards remaining weighted average vesting period of 1.59 years . For the three and six months ended June 30, 2015 , the Company recognized $1.1 million and $2.9 million , respectively of compensation expense associated with these awards, compared to $0.7 million and $1.1 million for the three and six months ended June 30, 2014 , respectively. In addition, the Company also recognized $57 thousand and $0.1 million , respectively, for the three and six months ended June 30, 2015 , relating to the 2015 first and second quarter $0.545 per share dividends paid on unvested PSUs. For the three and six months ended June 30, 2014 , the Company recognized $0.1 million and $0.5 million , respectively, relating to the Purging Distribution dividend and the 2014 first and second quarter $0.52 per share dividends paid on unvested PSUs. Upon the declaration of the Purging Distribution, GLPI options were adjusted in a manner that preserved both the pre-distribution intrinsic value of the options 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. |
Segment Information | Segment Information 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. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of estimated fair values of financial instruments | The estimated fair values of the Company’s financial instruments are as follows (in thousands): June 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 31,059 $ 31,059 $ 35,973 $ 35,973 Deferred compensation plan assets 15,031 15,031 14,280 14,280 Loan receivable 32,925 32,925 34,000 34,000 Financial liabilities: Deferred compensation plan liabilities 15,118 15,118 14,369 14,369 Long-term debt Senior unsecured credit facility 515,000 499,550 558,000 535,010 Senior notes 2,050,000 2,087,125 2,050,000 2,091,000 |
Schedule of the components of gaming revenue | 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, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) (in thousands) Video lottery $ 31,930 $ 33,651 $ 63,171 $ 67,032 Table game 4,881 5,350 9,691 10,290 Poker 320 448 648 882 Total gaming revenue, net of cash incentives $ 37,131 $ 39,449 $ 73,510 $ 78,204 |
Schedule of amounts included in promotional allowances | The amounts included in promotional allowances for the three and six months ended June 30, 2015 and 2014 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) (in thousands) Food and beverage $ 1,346 $ 1,484 $ 2,723 $ 2,845 Other 11 11 21 20 Total promotional allowances $ 1,357 $ 1,495 $ 2,744 $ 2,865 |
Schedule of the estimated cost of providing complimentary services | 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, 2015 and 2014 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) (in thousands) Food and beverage $ 576 $ 720 $ 1,172 $ 1,437 Other 4 4 7 7 Total cost of complimentary services $ 580 $ 724 $ 1,179 $ 1,444 |
Schedule of reconciliation of 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 | 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, 2015 and 2014 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) Determination of shares: Weighted-average common shares outstanding 114,330 111,921 114,000 111,561 Assumed conversion of dilutive employee stock-based awards 4,376 5,579 4,322 5,922 Assumed conversion of restricted stock 163 157 193 261 Assumed conversion of performance-based restricted stock awards 518 74 522 40 Diluted weighted-average common shares outstanding 119,387 117,731 119,037 117,784 |
Schedule of calculation of basic and diluted EPS for the Company's common stock | 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, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands, expect per share data) Calculation of basic EPS: Net income $ 45,945 $ 47,012 $ 93,032 $ 91,324 Less: Net income allocated to participating securities (188 ) (194 ) (381 ) (378 ) Net income attributable to common shareholders $ 45,757 $ 46,818 $ 92,651 $ 90,946 Weighted-average common shares outstanding 114,330 111,921 114,000 111,561 Basic EPS $ 0.40 $ 0.42 $ 0.81 $ 0.82 Calculation of diluted EPS: Net income $ 45,945 $ 47,012 $ 93,032 $ 91,324 Diluted weighted-average common shares outstanding 119,387 117,731 119,037 117,784 Diluted EPS $ 0.38 $ 0.40 $ 0.78 $ 0.78 |
Schedule of restricted stock award activity | The following table contains information on restricted stock award activity for the six months ended June 30, 2015 : Number of Award Shares Outstanding at December 31, 2014 468,841 Granted 164,612 Released (157,918 ) Canceled (6,628 ) Outstanding at June 30, 2015 468,907 |
Schedule of performance-based restricted stock award activity | The following table contains information on performance-based restricted stock award activity for the six months ended June 30, 2015 : Number of Performance-Based Award Shares Outstanding at December 31, 2014 543,556 Granted 548,000 Released — Canceled — Outstanding at June 30, 2015 1,091,556 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate [Abstract] | |
Schedule of Real Estate Investments, Net | Real estate investments, net, represents investments in 19 rental properties and the corporate headquarters building and is summarized as follows: June 30, December 31, (in thousands) Land and improvements $ 454,044 $ 454,181 Building and improvements 2,288,664 2,288,664 Construction in progress 5,777 2,576 Total real estate investments 2,748,485 2,745,421 Less accumulated depreciation (613,148 ) (565,297 ) Real estate investments, net $ 2,135,337 $ 2,180,124 |
Property and Equipment Used i24
Property and Equipment Used in Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment Used in Operations, Net | Property and equipment used in operations, net, consists of the following and primarily represents the assets utilized in the TRS Properties: June 30, December 31, (in thousands) Land and improvements $ 31,595 $ 31,595 Building and improvements 117,070 116,867 Furniture, fixtures, and equipment 110,191 103,612 Construction in progress 1,602 724 Total property and equipment 260,458 252,798 Less accumulated depreciation (125,717 ) (118,770 ) Property and equipment, net $ 134,741 $ 134,028 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt is as follows: June 30, December 31, (in thousands) Senior unsecured credit facility $ 515,000 $ 558,000 $550 million 4.375% senior unsecured notes due November 2018 550,000 550,000 $1,000 million 4.875% senior unsecured notes due November 2020 1,000,000 1,000,000 $500 million 5.375% senior unsecured notes due November 2023 500,000 500,000 Capital lease 1,439 1,487 Total long-term debt 2,566,439 2,609,487 Less current maturities of long-term debt (100 ) (81 ) Long-term debt, net of current maturities $ 2,566,339 $ 2,609,406 |
Schedule of future minimum repayments of long-term debt | The following is a schedule of future minimum repayments of long-term debt as of June 30, 2015 (in thousands): Within one year $ 100 2-3 years 215 4-5 years 1,065,236 Over 5 years 1,500,888 Total minimum payments $ 2,566,439 |
Dividends (Tables)
Dividends (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Dividends Declared | The following table lists the dividends declared and paid by the Company during the six months ended June 30, 2015 and 2014 : Declaration Date Shareholder Record Date Securities Class Dividend Per Share Period Covered Distribution Date Dividend Amount (in thousands) 2015 February 3, 2015 March 10, 2015 Common Stock $ 0.545 First Quarter 2015 March 27, 2015 $ 62,072 May 1, 2015 June 11, 2015 Common Stock $ 0.545 Second Quarter 2015 June 26, 2015 $ 62,348 2014 February 18, 2014 March 7, 2014 Common Stock $ 0.52 First Quarter 2014 March 28, 2014 $ 58,008 May 30, 2014 June 12, 2014 Common Stock $ 0.52 Second Quarter 2014 June 27, 2014 $ 58,207 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present certain information with respect to the Company’s segments. Three Months Ended June 30, 2015 Three Months Ended June 30, 2014 (in thousands) GLP Capital TRS Properties Eliminations (1) Total GLP Capital TRS Properties Eliminations (1) Total Net revenues $ 125,194 $ 38,629 $ — $ 163,823 $ 119,744 $ 41,042 $ — $ 160,786 Income from operations 70,269 6,558 — 76,827 70,219 7,155 — 77,374 Interest, net 29,001 2,601 (2,602 ) 29,000 28,440 2,601 (2,601 ) 28,440 Income before income taxes 43,870 3,957 — 47,827 44,380 4,554 — 48,934 Income tax expense 186 1,696 — 1,882 — 1,922 — 1,922 Net income 43,684 2,261 — 45,945 44,380 2,632 — 47,012 Depreciation 24,393 3,224 — 27,617 23,292 3,057 — 26,349 Capital project expenditures, net of reimbursements 4,244 866 — 5,110 31,502 — — 31,502 Capital maintenance expenditures — 775 — 775 — 597 — 597 Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 (in thousands) GLP Capital TRS Properties Eliminations (1) Total GLP Capital TRS Properties Eliminations (1) Total Net revenues $ 250,048 $ 76,436 $ — $ 326,484 $ 237,856 $ 81,258 $ — $ 319,114 Income from operations 141,825 13,758 — 155,583 138,090 13,618 — 151,708 Interest, net 57,969 5,201 (5,203 ) 57,967 56,868 5,202 (5,202 ) 56,868 Income before income taxes 89,059 8,557 — 97,616 86,424 8,416 — 94,840 Income tax expense 996 3,588 — 4,584 — 3,516 — 3,516 Net income 88,063 4,969 — 93,032 86,424 4,900 — 91,324 Depreciation 48,786 6,242 — 55,028 46,733 6,138 — 52,871 Capital project expenditures, net of reimbursements 4,853 5,897 — 10,750 55,504 — — 55,504 Capital maintenance expenditures — 1,726 — 1,726 — 1,468 — 1,468 (1) Amounts in the "Eliminations" column represent the elimination of intercompany interest payments from the Company’s TRS Properties business segment to its GLP Capital business segment. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental disclosures of cash flow information is as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) Cash paid for income taxes (1) $ 4,425 $ 10,711 $ 4,425 $ 24,632 Cash paid for interest 52,451 52,450 55,066 54,579 (1) For the three months ended June 30, 2014, amounts included a payment of $5.1 million directly to Penn for federal and state income tax liabilities incurred prior to the Spin-Off, which Penn was responsible for when they filed their 2013 returns. For the six months ended June 30, 2014, amounts primarily reflect 2013 extension payments while GLPI was still a subsidiary of Penn. |
Supplementary Condensed Conso29
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of financial information for GLPI as the parent guarantor, for GLP Capital, L.P. and GLP Financing II, Inc. as the subsidiary issuers and the other subsidiary non-issuers | Summarized financial information as of June 30, 2015 and December 31, 2014 and for the six months ended June 30, 2015 and 2014 for GLPI as the parent guarantor, for GLP Capital, L.P. and GLP Financing II, Inc. as the subsidiary issuers and the other subsidiary non-issuers is presented below. In preparation for the Company's potential use of an UPREIT structure, on January 1, 2015, all employees and associated assets and liabilities were transferred from GLPI to GLP Capital, L.P. At June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,999,046 $ 136,291 $ — $ 2,135,337 Property and equipment, used in operations, net — 24,588 110,153 — 134,741 Cash and cash equivalents — 3,722 27,337 — 31,059 Prepaid expenses — 1,526 2,016 — 3,542 Deferred tax assets, current — — 1,847 — 1,847 Other current assets — 51,620 2,986 — 54,606 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $13,666 at June 30, 2015 — 35,087 — — 35,087 Loan receivable — — 32,925 — 32,925 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (135,847 ) 194,885 74,889 (133,927 ) — Deferred tax assets, non-current — — 1,308 — 1,308 Other assets — 294 130 — 424 Total assets $ (135,847 ) $ 2,504,363 $ 474,980 $ (327,522 ) $ 2,515,974 Liabilities Accounts payable $ — $ 2,202 $ 239 $ — $ 2,441 Accrued expenses — 4,805 4,301 — 9,106 Accrued interest — 17,514 — — 17,514 Accrued salaries and wages — 6,835 2,305 — 9,140 Gaming, property, and other taxes — 27,340 2,796 — 30,136 Income taxes — (43 ) 272 — 229 Current maturities of long-term debt — 100 — — 100 Other current liabilities — 15,118 1,332 — 16,450 Long-term debt, net of current maturities — 2,566,339 — — 2,566,339 Intercompany loan payable — — 193,595 (193,595 ) — Deferred tax liabilities, non-current — — 366 — 366 Total liabilities — 2,640,210 205,206 (193,595 ) 2,651,821 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2015 — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 114,413,073 shares issued at June 30, 2015 1,144 1,144 1,144 (2,288 ) 1,144 Additional paid-in capital 910,225 910,226 1,063,063 (1,973,289 ) 910,225 Retained (deficit) earnings (1,047,216 ) (1,047,217 ) (794,433 ) 1,841,650 (1,047,216 ) Total shareholders’ (deficit) equity (135,847 ) (135,847 ) 269,774 (133,927 ) (135,847 ) Total liabilities and shareholders’ (deficit) equity $ (135,847 ) $ 2,504,363 $ 474,980 $ (327,522 ) $ 2,515,974 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 216,755 $ 7,000 $ — $ 223,755 Real estate taxes paid by tenants — 25,309 984 — 26,293 Total rental revenue — 242,064 7,984 — 250,048 Gaming — — 73,510 — 73,510 Food, beverage and other — — 5,670 — 5,670 Total revenues — 242,064 87,164 — 329,228 Less promotional allowances — — (2,744 ) — (2,744 ) Net revenues — 242,064 84,420 — 326,484 Operating expenses Gaming — — 39,287 — 39,287 Food, beverage and other — — 4,361 — 4,361 Real estate taxes — 25,309 1,655 — 26,964 General and administrative — 33,144 12,117 — 45,261 Depreciation — 47,264 7,764 — 55,028 Total operating expenses — 105,717 65,184 — 170,901 Income from operations — 136,347 19,236 — 155,583 Other income (expenses) Interest expense — (59,147 ) — — (59,147 ) Interest income — 11 1,169 — 1,180 Intercompany dividends and interest — 17,689 7,000 (24,689 ) — Total other expenses — (41,447 ) 8,169 (24,689 ) (57,967 ) Income before income taxes — 94,900 27,405 (24,689 ) 97,616 Income tax expense — 996 3,588 — 4,584 Net income $ — $ 93,904 $ 23,817 $ (24,689 ) $ 93,032 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income $ — $ 93,904 $ 23,817 $ (24,689 ) $ 93,032 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation — 47,264 7,764 — 55,028 Amortization of debt issuance costs — 4,039 — — 4,039 Losses on dispositions of property — 46 21 — 67 Deferred income taxes — — (1,537 ) — (1,537 ) Stock-based compensation — 8,505 — — 8,505 Decrease (increase), Prepaid expenses and other current assets — 938 2,452 — 3,390 Other assets — (1 ) (3 ) — (4 ) Intercompany — 2,244 (2,244 ) — — (Decrease) increase, Accounts payable — (694 ) 29 — (665 ) Accrued expenses — 4,172 (405 ) — 3,767 Accrued interest — (14 ) — — (14 ) Accrued salaries and wages — (3,178 ) (263 ) — (3,441 ) Gaming, property and other taxes — (973 ) (16 ) — (989 ) Income taxes — 122 107 — 229 Other current and noncurrent liabilities — 749 (87 ) — 662 Net cash provided by (used in) operating activities — 157,123 29,635 (24,689 ) 162,069 Investing activities Capital project expenditures, net of reimbursements — (4,853 ) (5,897 ) — (10,750 ) Capital maintenance expenditures — — (1,726 ) — (1,726 ) Proceeds from sale of property and equipment — 91 6 — 97 Principal payments on loan receivable — — 1,075 — 1,075 Other investing activities — (37 ) — — (37 ) Net cash used in investing activities — (4,799 ) (6,542 ) — (11,341 ) Financing activities Dividends paid (125,522 ) — — — (125,522 ) Proceeds from exercise of options 12,928 — — — 12,928 Payments of long-term debt — (43,048 ) — — (43,048 ) Intercompany financing 109,951 (110,004 ) (24,636 ) 24,689 — Net cash (used in) provided by financing activities (2,643 ) (153,052 ) (24,636 ) 24,689 (155,642 ) Net decrease in cash and cash equivalents (2,643 ) (728 ) (1,543 ) — (4,914 ) Cash and cash equivalents at beginning of period 2,643 4,450 28,880 — 35,973 Cash and cash equivalents at end of period $ — $ 3,722 $ 27,337 $ — $ 31,059 At December 31, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 2,042,311 $ 137,813 $ — $ 2,180,124 Property and equipment, used in operations, net 25,228 — 108,800 — 134,028 Cash and cash equivalents 2,643 4,450 28,880 — 35,973 Prepaid expenses 1,096 2,196 3,110 1,498 7,900 Deferred tax assets, current — — 2,015 — 2,015 Other current assets 14,947 27,417 2,890 — 45,254 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $9,327 at December 31, 2014 — 39,126 — — 39,126 Loan receivable — — 34,000 — 34,000 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (138,987 ) 195,092 65,255 (121,360 ) — Deferred tax assets, non-current — — 679 — 679 Other assets 256 — 127 — 383 Total assets $ (94,817 ) $ 2,504,187 $ 468,667 $ (313,457 ) $ 2,564,580 Liabilities Accounts payable $ 4,011 $ 188 $ 210 $ — $ 4,409 Accrued expenses 514 119 4,706 — 5,339 Accrued interest — 17,528 — — 17,528 Accrued salaries and wages 10,013 — 2,568 — 12,581 Gaming, property, and other taxes 1,012 18,874 2,855 — 22,741 Income taxes — (165 ) (1,333 ) 1,498 — Current maturities of long-term debt — 81 — — 81 Other current liabilities 14,369 — 1,419 — 15,788 Long-term debt, net of current maturities — 2,609,406 — — 2,609,406 Intercompany loan payable — — 193,595 (193,595 ) — Deferred tax liabilities, non-current — — 1,443 — 1,443 Total liabilities 29,919 2,646,031 205,463 (192,097 ) 2,689,316 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2014 — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 112,981,088 shares issued at December 31, 2014 1,130 — — — 1,130 Additional paid-in capital 888,860 139,811 292,547 (432,358 ) 888,860 Retained (deficit) earnings (1,014,726 ) (281,655 ) (29,343 ) 310,998 (1,014,726 ) Total shareholders’ (deficit) equity (124,736 ) (141,844 ) 263,204 (121,360 ) (124,736 ) Total liabilities and shareholders’ (deficit) equity $ (94,817 ) $ 2,504,187 $ 468,667 $ (313,457 ) $ 2,564,580 Six months ended June 30, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 207,240 $ 6,172 $ — $ 213,412 Real estate taxes paid by tenants — 23,528 916 — 24,444 Total rental revenue — 230,768 7,088 — 237,856 Gaming — — 78,204 — 78,204 Food, beverage and other — — 5,919 — 5,919 Total revenues — 230,768 91,211 — 321,979 Less promotional allowances — — (2,865 ) — (2,865 ) Net revenues — 230,768 88,346 — 319,114 Operating expenses Gaming — — 43,729 — 43,729 Food, beverage and other — — 5,055 — 5,055 Real estate taxes — 23,528 1,751 — 25,279 General and administrative 27,145 1,442 11,885 — 40,472 Depreciation 901 44,437 7,533 — 52,871 Total operating expenses 28,046 69,407 69,953 — 167,406 Income from operations (28,046 ) 161,361 18,393 — 151,708 Other income (expenses) Interest expense — (58,082 ) — — (58,082 ) Interest income — — 1,214 — 1,214 Intercompany dividends and interest 357,979 19,087 362,189 (739,255 ) — Total other expenses 357,979 (38,995 ) 363,403 (739,255 ) (56,868 ) Income before income taxes 329,933 122,366 381,796 (739,255 ) 94,840 Income tax expense — — 3,516 — 3,516 Net income $ 329,933 $ 122,366 $ 378,280 $ (739,255 ) $ 91,324 Six months ended June 30, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income $ 329,933 $ 122,366 $ 378,280 $ (739,255 ) $ 91,324 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 901 44,437 7,533 — 52,871 Amortization of debt issuance costs — 4,018 — — 4,018 Losses on dispositions of property — — 159 — 159 Deferred income taxes — — (1,919 ) — (1,919 ) Stock-based compensation 5,087 — — — 5,087 (Increase) decrease, Prepaid expenses and other current assets 318 (16,415 ) (2,419 ) 1,220 (17,296 ) Other assets (1,288 ) — (21 ) — (1,309 ) Intercompany (2,711 ) (867 ) 3,578 — — Increase (decrease), 0 0 0 Accounts payable 7,320 1,089 (226 ) — 8,183 Accrued expenses (7,641 ) 880 401 — (6,360 ) Accrued interest — (565 ) — — (565 ) Accrued salaries and wages 880 — (776 ) — 104 Gaming, property and other taxes 50 6,252 1,668 — 7,970 Income taxes (1,442 ) (7,365 ) (8,449 ) (1,220 ) (18,476 ) Other current and noncurrent liabilities 1,216 — 1,214 — 2,430 Net cash provided by (used in) operating activities 332,623 153,830 379,023 (739,255 ) 126,221 Investing activities Capital project expenditures, net of reimbursements (1,586 ) (53,918 ) — — (55,504 ) Capital maintenance expenditures — — (1,468 ) — (1,468 ) Proceeds from sale of property and equipment — — 6 — 6 Funding of loan receivable — — (43,000 ) — (43,000 ) Principal payments on loan receivable — — 7,000 — 7,000 Acquisition of real estate — — (140,730 ) — (140,730 ) Net cash used in investing activities (1,586 ) (53,918 ) (178,192 ) — (233,696 ) Financing activities Dividends paid (329,224 ) — — — (329,224 ) Proceeds from exercise of options 17,463 — — — 17,463 Proceeds from issuance of long-term debt — 208,000 — — 208,000 Financing costs — (306 ) — — (306 ) Payments of long-term debt — (32,000 ) — — (32,000 ) Intercompany financing (54,999 ) (491,524 ) (192,732 ) 739,255 — Net cash (used in) provided by financing activities (366,760 ) (315,830 ) (192,732 ) 739,255 (136,067 ) Net (decrease) increase in cash and cash equivalents (35,723 ) (215,918 ) 8,099 — (243,542 ) Cash and cash equivalents at beginning of period 42,801 221,095 21,325 $ — 285,221 Cash and cash equivalents at end of period $ 7,078 $ 5,177 $ 29,424 $ — $ 41,679 |
Organization and Operations (De
Organization and Operations (Details) $ in Millions | Dec. 19, 2014USD ($) | Feb. 18, 2014USD ($) | Jun. 30, 2015statepropertyrenewaloption |
Organization and Operations | |||
Number of facilities whose real estate property is Included in entity portfolio | 21 | ||
Number of real estate properties | 19 | ||
Number of states across which the portfolio of properties is diversified | state | 12 | ||
Purging Distribution | |||
Organization and Operations | |||
Purging distribution | $ | $ 1,050 | ||
Pre-Filing Agreement Distribution | |||
Organization and Operations | |||
Pre-filing agreement distribution | $ | $ 37 | ||
Penn National Gaming Inc | |||
Organization and Operations | |||
Operating lease, initial term of contract | 15 years | ||
Operating leases, number of renewal options | renewaloption | 4 | ||
Operating lease, renewal term | 5 years | ||
Number of real estate properties | 18 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Fair Value of Financial Instruments) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents | $ 31,059 | $ 35,973 |
Deferred compensation plan assets | 15,031 | 14,280 |
Loans receivable | 32,925 | 34,000 |
Financial liabilities: | ||
Deferred compensation plan liabilities | 15,118 | 14,369 |
Senior unsecured credit facility | 499,550 | 535,010 |
Senior notes | 2,087,125 | 2,091,000 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents | 31,059 | 35,973 |
Deferred compensation plan assets | 15,031 | 14,280 |
Loans receivable | 32,925 | 34,000 |
Financial liabilities: | ||
Deferred compensation plan liabilities | 15,118 | 14,369 |
Senior unsecured credit facility | 515,000 | 558,000 |
Senior notes | $ 2,050,000 | $ 2,050,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Revenue Recognition and Promotional Allowances) (Narrative) (Details) - Jun. 30, 2015 - property | Total |
Revenue Recognition and Promotional Allowances | |
Number of real estate properties | 19 |
All Properties Under Master Lease, Except Hollywood Casino Columbus and Hollywood Casino Toledo | |
Revenue Recognition and Promotional Allowances | |
Frequency property performance-based rent structure is adjusted under the Master Lease | 5 years |
Percentage of the average change in net revenues of facilities under the Master Lease during the preceding five years used to compute the performance based component of rent | 4.00% |
Period used in calculation of the average change in net revenues | 5 years |
Hollywood Casino Columbus and Hollywood Casino Toledo | |
Revenue Recognition and Promotional Allowances | |
Percentage of the change in net revenues of all facilities under the Master Lease during the preceding month used for adjustment in rent structure | 20.00% |
Properties Not Subject To Master Lease Agreement | |
Revenue Recognition and Promotional Allowances | |
Number of real estate properties | 1 |
Penn National Gaming Inc | |
Revenue Recognition and Promotional Allowances | |
Number of real estate properties | 18 |
Annual rent escalator | 2.00% |
Casino Queen | |
Revenue Recognition and Promotional Allowances | |
Annual rent escalator | 2.00% |
Frequency property performance-based rent structure is adjusted under the Master Lease | 5 years |
Percentage of the average change in net revenues of facilities under the Master Lease during the preceding five years used to compute the performance based component of rent | 4.00% |
Period used in calculation of the average change in net revenues | 5 years |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Revenue Recognition and Promotional Allowances) (Tables) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue Recognition and Promotional Allowances | ||||
Gaming revenue, net of cash incentives | $ 37,131 | $ 39,449 | $ 73,510 | $ 78,204 |
Promotional allowances | 1,357 | 1,495 | 2,744 | 2,865 |
Cost of Complimentary Services | 580 | 724 | 1,179 | 1,444 |
Video lottery | ||||
Revenue Recognition and Promotional Allowances | ||||
Gaming revenue, net of cash incentives | 31,930 | 33,651 | 63,171 | 67,032 |
Table game | ||||
Revenue Recognition and Promotional Allowances | ||||
Gaming revenue, net of cash incentives | 4,881 | 5,350 | 9,691 | 10,290 |
Poker | ||||
Revenue Recognition and Promotional Allowances | ||||
Gaming revenue, net of cash incentives | 320 | 448 | 648 | 882 |
Food and beverage | ||||
Revenue Recognition and Promotional Allowances | ||||
Promotional allowances | 1,346 | 1,484 | 2,723 | 2,845 |
Cost of Complimentary Services | 576 | 720 | 1,172 | 1,437 |
Other | ||||
Revenue Recognition and Promotional Allowances | ||||
Promotional allowances | 11 | 11 | 21 | 20 |
Cost of Complimentary Services | $ 4 | $ 4 | $ 7 | $ 7 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Gaming and Admission Taxes) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Gaming and Admission Taxes | ||||
Gaming and admission taxes | $ 15.8 | $ 17.9 | $ 30.8 | $ 35.2 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Earnings Per Share) (Weighted Average Shares Outstanding) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||||
Weighted-average common shares outstanding | 114,330 | 111,921 | 114,000 | 111,561 |
Diluted weighted-average common shares outstanding | 119,387 | 117,731 | 119,037 | 117,784 |
Employee Stock Option | ||||
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||||
Dilutive securities | 4,376 | 5,579 | 4,322 | 5,922 |
Restricted stock awards | ||||
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||||
Dilutive securities | 163 | 157 | 193 | 261 |
Performance Shares | ||||
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||||
Dilutive securities | 518 | 74 | 522 | 40 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Earnings per Share) (EPS Calculations) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Anti-dilutive securities, options to purchase common stock outstanding (in shares) | 0 | 109,714 | 7,269 | 0 |
Calculation of basic EPS: | ||||
Net income | $ 45,945 | $ 47,012 | $ 93,032 | $ 91,324 |
Less: Net income allocated to participating securities | (188) | (194) | (381) | (378) |
Net income attributable to common shareholders | $ 45,757 | $ 46,818 | $ 92,651 | $ 90,946 |
Weighted-average common shares outstanding | 114,330,000 | 111,921,000 | 114,000,000 | 111,561,000 |
Basic EPS (in dollars per share) | $ 0.40 | $ 0.42 | $ 0.81 | $ 0.82 |
Calculation of diluted EPS: | ||||
Net income | $ 45,945 | $ 47,012 | $ 93,032 | $ 91,324 |
Diluted weighted-average common shares outstanding | 119,387,000 | 117,731,000 | 119,037,000 | 117,784,000 |
Diluted EPS (in dollars per share) | $ 0.38 | $ 0.40 | $ 0.78 | $ 0.78 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Stock-Based Compensation) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock-based compensation | ||||||
Dividends paid per common share (in dollars per share) | $ 0.545 | $ 0.545 | $ 0.52 | $ 0.52 | $ 1.09 | $ 1.04 |
Employee Stock Option | ||||||
Stock-based compensation | ||||||
Total unrecognized compensation cost | $ 1,300 | $ 1,300 | ||||
Remaining weighted average vesting period for recognition of unrecognized compensation cost | 6 months 3 days | |||||
Recognized compensation expense | 700 | $ 1,400 | $ 1,400 | $ 2,800 | ||
Additional compensation expense related to dividend | 2,900 | 3,200 | 5,800 | 6,500 | ||
Restricted stock awards | ||||||
Stock-based compensation | ||||||
Total unrecognized compensation cost | 11,300 | $ 11,300 | ||||
Remaining weighted average vesting period for recognition of unrecognized compensation cost | 2 years 8 days | |||||
Recognized compensation expense | 1,500 | 900 | $ 2,900 | 1,500 | ||
Performance Shares | ||||||
Stock-based compensation | ||||||
Total unrecognized compensation cost | 14,900 | $ 14,900 | ||||
Remaining weighted average vesting period for recognition of unrecognized compensation cost | 2 years 15 days | |||||
Recognized compensation expense | 2,000 | 700 | $ 4,200 | 700 | ||
Period of total shareholder return upon which the percentage of shares vesting at the end of the measurement period will be based | 3 years | |||||
Period of return of the MSCI US REIT index against which total shareholder return measured | 3 years | |||||
PSUs | ||||||
Stock-based compensation | ||||||
Total unrecognized compensation cost | 4,300 | $ 4,300 | ||||
Remaining weighted average vesting period for recognition of unrecognized compensation cost | 1 year 7 months 1 day | |||||
Recognized compensation expense | 1,100 | 700 | $ 2,900 | 1,100 | ||
Additional compensation expense related to dividend | $ 57 | $ 100 | $ 100 | $ 500 | ||
End Of Measurement Period Vesting | Performance Shares | ||||||
Stock-based compensation | ||||||
Vesting period | 3 years |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Stock-Based Compensation) (Restricted Stock Activity) (Details) - Restricted stock awards | 6 Months Ended |
Jun. 30, 2015shares | |
Restricted Stock Awards Activity [Roll Forward] | |
Outstanding at the beginning of the period (in shares) | 468,841 |
Granted (in shares) | 164,612 |
Released (in shares) | (157,918) |
Canceled (in shares) | (6,628) |
Outstanding at the end of the period (in shares) | 468,907 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Stock-Based Compensation) (Performance-Based Awards) (Details) - Performance Shares | 6 Months Ended |
Jun. 30, 2015shares | |
Performance-Based Restricted Stock Awards Activity [Roll Forward] | |
Outstanding at the beginning of the period (in shares) | 543,556 |
Granted (in shares) | 548,000 |
Released (in shares) | 0 |
Canceled (in shares) | 0 |
Outstanding at the end of the period (in shares) | 1,091,556 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies (Segment Information) (Details) | 6 Months Ended |
Jun. 30, 2015segment | |
Segment Information | |
Number of reportable segments | 2 |
Acquisitions (Details)
Acquisitions (Details) | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2014USD ($) | Jun. 30, 2015USD ($)renewaloption | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Acquisitions | ||||
Amount paid for acquisition | $ 0 | $ 140,730,000 | ||
Loan receivable | 32,925,000 | $ 34,000,000 | ||
Casino Queen | ||||
Acquisitions | ||||
Annual rent of property leased back on a triple net basis | $ 14,000,000 | |||
Operating lease, initial term of contract | 15 years | |||
Operating leases, number of renewal options | renewaloption | 4 | |||
Operating lease, renewal term | 5 years | |||
Casino Queen | ||||
Acquisitions | ||||
Amount paid for acquisition | $ 140,700,000 | |||
Transaction fees related to real estate acquisitions | 700,000 | |||
Payments for term loan | $ 43,000,000 | |||
Term of term loan | 5 years | |||
Interest rate on term loan (as a percent) | 7.00% | |||
Loan receivable | $ 32,900,000 | |||
Mandatory Quarterly Principal Payment Due on Term Loan to Third Party, Percent | 1.25% |
Real Estate Investments (Detail
Real Estate Investments (Details) $ in Thousands | Jun. 30, 2015USD ($)property | Dec. 31, 2014USD ($) |
Real estate investments | ||
Number of real estate properties | property | 19 | |
Total real estate investments | $ 2,748,485 | $ 2,745,421 |
Less accumulated depreciation | (613,148) | (565,297) |
Real estate investments, net | 2,135,337 | 2,180,124 |
Land and improvements | ||
Real estate investments | ||
Total real estate investments | 454,044 | 454,181 |
Building and improvements | ||
Real estate investments | ||
Total real estate investments | 2,288,664 | 2,288,664 |
Construction in progress | ||
Real estate investments | ||
Total real estate investments | $ 5,777 | $ 2,576 |
Property and Equipment Used i43
Property and Equipment Used in Operations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Property and equipment used in operations | ||
Total property and equipment | $ 260,458 | $ 252,798 |
Less accumulated depreciation | (125,717) | (118,770) |
Property and equipment, net | 134,741 | 134,028 |
Land and improvements | ||
Property and equipment used in operations | ||
Total property and equipment | 31,595 | 31,595 |
Building and improvements | ||
Property and equipment used in operations | ||
Total property and equipment | 117,070 | 116,867 |
Furniture, fixtures, and equipment | ||
Property and equipment used in operations | ||
Total property and equipment | 110,191 | 103,612 |
Construction in progress | ||
Property and equipment used in operations | ||
Total property and equipment | 1,602 | $ 724 |
Hollywood Casino Perryville | Gaming equipment | ||
Property and equipment used in operations | ||
Payments to acquire gaming equipment | $ 5,900 |
Long-term Debt (Schedule of Deb
Long-term Debt (Schedule of Debt) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Long-term debt | ||
Total Long-term debt | $ 2,566,439,000 | $ 2,609,487,000 |
Current maturities of long-term debt | (100,000) | (81,000) |
Long-term debt, net of current maturities | 2,566,339,000 | 2,609,406,000 |
$550 million 4.375% senior unsecured notes due November 2018 | ||
Long-term debt | ||
Total Long-term debt | 550,000,000 | 550,000,000 |
Face amount of debt | $ 550,000,000 | |
Debt instrument, interest rate, stated percentage | 4.375% | |
$1,000 million 4.875% senior notes due November 2020 | ||
Long-term debt | ||
Total Long-term debt | $ 1,000,000,000 | 1,000,000,000 |
Face amount of debt | $ 1,000,000,000 | |
Debt instrument, interest rate, stated percentage | 4.875% | |
$500 million 5.375% senior notes due November 2023 | ||
Long-term debt | ||
Total Long-term debt | $ 500,000,000 | 500,000,000 |
Face amount of debt | $ 500,000,000 | |
Debt instrument, interest rate, stated percentage | 5.375% | |
Senior unsecured credit facility | ||
Long-term debt | ||
Total Long-term debt | $ 515,000,000 | 558,000,000 |
Capital lease | ||
Long-term debt | ||
Total Long-term debt | $ 1,439,000 | $ 1,487,000 |
Long-term Debt (Maturities of L
Long-term Debt (Maturities of Long-Term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Future minimum repayments of long-term debt | ||
Within one year | $ 100 | |
2 - 3 years | 215 | |
4 - 5 years | 1,065,236 | |
Over 5 years | 1,500,888 | |
Total Long-term debt | $ 2,566,439 | $ 2,609,487 |
Long-term Debt - Senior Unsecur
Long-term Debt - Senior Unsecured Credit Facility (Narrative) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Long-term debt | ||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | |
Long-term debt | 2,566,439,000 | $ 2,609,487,000 |
Letters of credit outstanding, amount | 900,000 | |
Available borrowing capacity | 484,100,000 | |
Senior unsecured credit facility | ||
Long-term debt | ||
Long-term debt | 515,000,000 | $ 558,000,000 |
Revolving credit facility | ||
Long-term debt | ||
Line of credit facility, maximum borrowing capacity | 700,000,000 | |
Outstanding balance on credit facility | 215,000,000 | |
Term Loan a Facility | ||
Long-term debt | ||
Line of credit facility, maximum borrowing capacity | 300,000,000 | |
Outstanding balance on credit facility | $ 300,000,000 |
Long-term Debt - Senior Unsec47
Long-term Debt - Senior Unsecured Notes (Narrative) (Details) | Jun. 30, 2015 |
Senior Notes 4.375 Percent Due 2018 [Member] | |
Long-term debt | |
Debt instrument, interest rate, stated percentage | 4.375% |
Senior Notes 4.875 Percent Due 2020 [Member] | |
Long-term debt | |
Debt instrument, interest rate, stated percentage | 4.875% |
Senior Notes 5.375 Percent Due 2023 [Member] | |
Long-term debt | |
Debt instrument, interest rate, stated percentage | 5.375% |
Long-term Debt - Capital Lease
Long-term Debt - Capital Lease (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2015 | |
Capital lease | |
Long-term debt | |
Debt instrument, term | 30 years |
Commitments and Contingencies L
Commitments and Contingencies Litigation (Details) $ in Millions | Jan. 07, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency, damages sought, value | $ 10 |
Dividends (Details)
Dividends (Details) - USD ($) | Jun. 26, 2015 | May. 01, 2015 | Mar. 27, 2015 | Feb. 03, 2015 | Dec. 19, 2014 | Jun. 27, 2014 | May. 30, 2014 | Mar. 28, 2014 | Feb. 18, 2014 | Feb. 13, 2014 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Dividends | |||||||||||||||||
Dividends payable, date declared | May 1, 2015 | Feb. 3, 2015 | May 30, 2014 | Feb. 18, 2014 | |||||||||||||
Quarterly dividend declared (in dollars per share) | $ 0.545 | $ 0.545 | $ 0.52 | $ 0.52 | |||||||||||||
Quarterly dividend paid (in dollars per share) | $ 0.545 | $ 0.545 | $ 0.52 | $ 0.52 | $ 1.09 | $ 1.04 | |||||||||||
Dividends payable, date to be paid | Jun. 26, 2015 | Mar. 27, 2015 | Jun. 27, 2014 | Mar. 28, 2014 | |||||||||||||
Dividend paid | $ 62,348,000 | $ 62,072,000 | $ 58,207,000 | $ 58,008,000 | |||||||||||||
Dividends payable, date of record | Jun. 11, 2015 | Mar. 10, 2015 | Jun. 12, 2014 | Mar. 7, 2014 | |||||||||||||
Dividends, share-based compensation | $ 500,000 | $ 1,000,000 | $ 1,100,000 | $ 2,000,000 | |||||||||||||
Purging Distribution | |||||||||||||||||
Dividends | |||||||||||||||||
Dividends payable, date to be paid | Feb. 18, 2014 | ||||||||||||||||
Dividends, share-based compensation | $ 1,000,000 | ||||||||||||||||
Purging distribution | 1,050,000,000 | ||||||||||||||||
Total cash limitation on purging distribution | $ 210,000,000 | ||||||||||||||||
Common stock outstanding (in shares) | 88,691,827 | ||||||||||||||||
Percentage of stockholders who elected the cash distribution | 54.30% | ||||||||||||||||
Percentage of stockholders who elected a stock distribution or made no election | 45.70% | ||||||||||||||||
Cash dividend distributed per common share held by shareholders who elected cash distribution (in dollars per share) | $ 4.358049 | ||||||||||||||||
Stock dividend distributed per common share held by shareholders who elected cash distribution | 0.195747 | ||||||||||||||||
Stock dividend distributed per common share held by shareholders who elected stock distribution | 0.309784 | ||||||||||||||||
Period of trading days taken for calculation of volume weighted average price | 3 days | ||||||||||||||||
Shares issued in connection with dividend payment | 22,000,000 | ||||||||||||||||
Purging Distribution | Weighted average | |||||||||||||||||
Dividends | |||||||||||||||||
Volume weighted average price (in dollars per share) | $ 38.2162 | ||||||||||||||||
Pre-Filing Agreement Distribution | |||||||||||||||||
Dividends | |||||||||||||||||
Dividends payable, date to be paid | Dec. 19, 2014 | ||||||||||||||||
Dividends, share-based compensation | $ 700,000 | ||||||||||||||||
Pre-filing agreement distribution | $ 37,000,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Segment information | |||||
Net revenues | $ 163,823 | $ 160,786 | $ 326,484 | $ 319,114 | |
Income from operations | 76,827 | 77,374 | 155,583 | 151,708 | |
Interest, net | 29,000 | 28,440 | 57,967 | 56,868 | |
Income before income taxes | 47,827 | 48,934 | 97,616 | 94,840 | |
Income tax expense | 1,882 | 1,922 | 4,584 | 3,516 | |
Net income | 45,945 | 47,012 | 93,032 | 91,324 | |
Depreciation | 27,617 | 26,349 | 55,028 | 52,871 | |
Capital project expenditures, net of reimbursements | 5,110 | 31,502 | 10,750 | 55,504 | |
Capital maintenance expenditures | 775 | 597 | 1,726 | 1,468 | |
Eliminations | |||||
Segment information | |||||
Net revenues | 0 | 0 | 0 | 0 | |
Income from operations | 0 | 0 | 0 | 0 | |
Interest, net | [1] | (2,602) | (2,601) | (5,203) | (5,202) |
Income before income taxes | 0 | 0 | 0 | 0 | |
Income tax expense | 0 | 0 | 0 | 0 | |
Net income | 0 | 0 | 0 | 0 | |
Depreciation | 0 | 0 | 0 | 0 | |
Capital project expenditures, net of reimbursements | 0 | 0 | 0 | 0 | |
Capital maintenance expenditures | 0 | 0 | 0 | 0 | |
GLP Capital | |||||
Segment information | |||||
Net revenues | 125,194 | 119,744 | 250,048 | 237,856 | |
Income from operations | 70,269 | 70,219 | 141,825 | 138,090 | |
Interest, net | 29,001 | 28,440 | 57,969 | 56,868 | |
Income before income taxes | 43,870 | 44,380 | 89,059 | 86,424 | |
Income tax expense | 186 | 0 | 996 | 0 | |
Net income | 43,684 | 44,380 | 88,063 | 86,424 | |
Depreciation | 24,393 | 23,292 | 48,786 | 46,733 | |
Capital project expenditures, net of reimbursements | 4,244 | 31,502 | 4,853 | 55,504 | |
Capital maintenance expenditures | 0 | 0 | 0 | 0 | |
TRS Properties | |||||
Segment information | |||||
Net revenues | 38,629 | 41,042 | 76,436 | 81,258 | |
Income from operations | 6,558 | 7,155 | 13,758 | 13,618 | |
Interest, net | 2,601 | 2,601 | 5,201 | 5,202 | |
Income before income taxes | 3,957 | 4,554 | 8,557 | 8,416 | |
Income tax expense | 1,696 | 1,922 | 3,588 | 3,516 | |
Net income | 2,261 | 2,632 | 4,969 | 4,900 | |
Depreciation | 3,224 | 3,057 | 6,242 | 6,138 | |
Capital project expenditures, net of reimbursements | 866 | 0 | 5,897 | 0 | |
Capital maintenance expenditures | $ 775 | $ 597 | $ 1,726 | $ 1,468 | |
[1] | Amounts in the "Eliminations" column represent the elimination of intercompany interest payments from the Company’s TRS Properties business segment to its GLP Capital business segment. |
Supplemental Disclosures of C52
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |||
Supplemental Cash Flow Elements [Line Items] | ||||||
Income taxes paid | $ 4,425 | $ 10,711 | [1] | $ 4,425 | $ 24,632 | [1] |
Interest paid | $ 52,451 | $ 52,450 | $ 55,066 | 54,579 | ||
Penn National Gaming Inc | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Income taxes for Pre-Spin liability | $ 5,100 | |||||
[1] | For the three months ended June 30, 2014, amounts included a payment of $5.1 million directly to Penn for federal and state income tax liabilities incurred prior to the Spin-Off, which Penn was responsible for when they filed their 2013 returns. For the six months ended June 30, 2014, amounts primarily reflect 2013 extension payments while GLPI was still a subsidiary of Penn. |
Related Party Transactions (Det
Related Party Transactions (Details) - Jun. 30, 2015 - USD ($) | Total | Total |
Wyomissing Professional Center Inc | Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Amounts of transaction | $ 189,000 | $ 228,000 |
CB Consulting Group LLC | Chairman of the Board and Chief Executive Officer's Son | ||
Related Party Transaction [Line Items] | ||
Amounts of transaction | $ 101,000 | $ 101,000 |
Percentage of construction cost paid to Construction Manager for management services | 3.00% |
Supplementary Condensed Conso54
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Balance Sheet) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Assets | ||||
Real estate investments, net | $ 2,135,337 | $ 2,180,124 | ||
Property and equipment, used in operations, net | 134,741 | 134,028 | ||
Cash and cash equivalents | 31,059 | 35,973 | $ 41,679 | $ 285,221 |
Prepaid expenses | 3,542 | 7,900 | ||
Deferred tax assets, current | 1,847 | 2,015 | ||
Other current assets | 54,606 | 45,254 | ||
Goodwill | 75,521 | 75,521 | ||
Other intangible assets | 9,577 | 9,577 | ||
Debt issuance costs, net of accumulated amortization of $13,666 at June 30, 2015 | 35,087 | 39,126 | ||
Loan receivable | 32,925 | 34,000 | ||
Intercompany loan receivable | 0 | 0 | ||
Intercompany transactions and investment in subsidiaries | 0 | 0 | ||
Deferred tax assets, non-current | 1,308 | 679 | ||
Other assets | 424 | 383 | ||
Total assets | 2,515,974 | 2,564,580 | ||
Liabilities | ||||
Accounts payable | 2,441 | 4,409 | ||
Accrued expenses | 9,106 | 5,339 | ||
Accrued interest | 17,514 | 17,528 | ||
Accrued salaries and wages | 9,140 | 12,581 | ||
Gaming, property, and other taxes | 30,136 | 22,741 | ||
Income taxes | 229 | 0 | ||
Current maturities of long-term debt | 100 | 81 | ||
Other current liabilities | 16,450 | 15,788 | ||
Long-term debt, net of current maturities | 2,566,339 | 2,609,406 | ||
Intercompany loan payable | 0 | 0 | ||
Deferred tax liabilities, non-current | 366 | 1,443 | ||
Total liabilities | 2,651,821 | 2,689,316 | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2015 | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 114,413,073 shares issued at June 30, 2015 | 1,144 | 1,130 | ||
Additional paid-in capital | 910,225 | 888,860 | ||
Retained deficit | (1,047,216) | (1,014,726) | ||
Total shareholders’ deficit | (135,847) | (124,736) | ||
Total liabilities and shareholders’ deficit | 2,515,974 | 2,564,580 | ||
Debt issuance costs, accumulated amortization | $ 13,366 | $ 9,327 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 114,413,073 | 112,981,088 | ||
Consolidation, Eliminations | ||||
Assets | ||||
Real estate investments, net | $ 0 | $ 0 | ||
Property and equipment, used in operations, net | 0 | 0 | ||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Prepaid expenses | 0 | 1,498 | ||
Deferred tax assets, current | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets | 0 | 0 | ||
Debt issuance costs, net of accumulated amortization of $13,666 at June 30, 2015 | 0 | 0 | ||
Loan receivable | 0 | 0 | ||
Intercompany loan receivable | (193,595) | (193,595) | ||
Intercompany transactions and investment in subsidiaries | (133,927) | (121,360) | ||
Deferred tax assets, non-current | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets | (327,522) | (313,457) | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 0 | 0 | ||
Gaming, property, and other taxes | 0 | 0 | ||
Income taxes | 0 | 1,498 | ||
Current maturities of long-term debt | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Intercompany loan payable | (193,595) | (193,595) | ||
Deferred tax liabilities, non-current | 0 | 0 | ||
Total liabilities | (193,595) | (192,097) | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2015 | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 114,413,073 shares issued at June 30, 2015 | (2,288) | 0 | ||
Additional paid-in capital | (1,973,289) | (432,358) | ||
Retained deficit | 1,841,650 | 310,998 | ||
Total shareholders’ deficit | (133,927) | (121,360) | ||
Total liabilities and shareholders’ deficit | $ (327,522) | (313,457) | ||
GLP Capital, L.P. [Member] | ||||
Supplementary condensed consolidating financial information of parent guarantor and subsidiary issuers | ||||
Ownership percentage of subsidiaries | 100.00% | |||
GLP Financing II, Inc. [Member] | ||||
Supplementary condensed consolidating financial information of parent guarantor and subsidiary issuers | ||||
Ownership percentage of subsidiaries | 100.00% | |||
Parent Guarantor | ||||
Assets | ||||
Real estate investments, net | $ 0 | 0 | ||
Property and equipment, used in operations, net | 0 | 25,228 | ||
Cash and cash equivalents | 0 | 2,643 | 7,078 | 42,801 |
Prepaid expenses | 0 | 1,096 | ||
Deferred tax assets, current | 0 | 0 | ||
Other current assets | 0 | 14,947 | ||
Goodwill | 0 | 0 | ||
Other intangible assets | 0 | 0 | ||
Debt issuance costs, net of accumulated amortization of $13,666 at June 30, 2015 | 0 | 0 | ||
Loan receivable | 0 | 0 | ||
Intercompany loan receivable | 0 | 0 | ||
Intercompany transactions and investment in subsidiaries | (135,847) | (138,987) | ||
Deferred tax assets, non-current | 0 | 0 | ||
Other assets | 0 | 256 | ||
Total assets | (135,847) | (94,817) | ||
Liabilities | ||||
Accounts payable | 0 | 4,011 | ||
Accrued expenses | 0 | 514 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 0 | 10,013 | ||
Gaming, property, and other taxes | 0 | 1,012 | ||
Income taxes | 0 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Other current liabilities | 0 | 14,369 | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Intercompany loan payable | 0 | 0 | ||
Deferred tax liabilities, non-current | 0 | 0 | ||
Total liabilities | 0 | 29,919 | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2015 | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 114,413,073 shares issued at June 30, 2015 | 1,144 | 1,130 | ||
Additional paid-in capital | 910,225 | 888,860 | ||
Retained deficit | (1,047,216) | (1,014,726) | ||
Total shareholders’ deficit | (135,847) | (124,736) | ||
Total liabilities and shareholders’ deficit | $ (135,847) | $ (94,817) | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 114,413,073 | 112,981,088 | ||
Subsidiary Issuers | ||||
Assets | ||||
Real estate investments, net | $ 1,999,046 | $ 2,042,311 | ||
Property and equipment, used in operations, net | 24,588 | 0 | ||
Cash and cash equivalents | 3,722 | 4,450 | 5,177 | 221,095 |
Prepaid expenses | 1,526 | 2,196 | ||
Deferred tax assets, current | 0 | 0 | ||
Other current assets | 51,620 | 27,417 | ||
Goodwill | 0 | 0 | ||
Other intangible assets | 0 | 0 | ||
Debt issuance costs, net of accumulated amortization of $13,666 at June 30, 2015 | 35,087 | 39,126 | ||
Loan receivable | 0 | 0 | ||
Intercompany loan receivable | 193,595 | 193,595 | ||
Intercompany transactions and investment in subsidiaries | 194,885 | 195,092 | ||
Deferred tax assets, non-current | 0 | 0 | ||
Other assets | 294 | 0 | ||
Total assets | 2,504,363 | 2,504,187 | ||
Liabilities | ||||
Accounts payable | 2,202 | 188 | ||
Accrued expenses | 4,805 | 119 | ||
Accrued interest | 17,514 | 17,528 | ||
Accrued salaries and wages | 6,835 | 0 | ||
Gaming, property, and other taxes | 27,340 | 18,874 | ||
Income taxes | (43) | (165) | ||
Current maturities of long-term debt | 100 | 81 | ||
Other current liabilities | 15,118 | 0 | ||
Long-term debt, net of current maturities | 2,566,339 | 2,609,406 | ||
Intercompany loan payable | 0 | 0 | ||
Deferred tax liabilities, non-current | 0 | 0 | ||
Total liabilities | 2,640,210 | 2,646,031 | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2015 | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 114,413,073 shares issued at June 30, 2015 | 1,144 | 0 | ||
Additional paid-in capital | 910,226 | 139,811 | ||
Retained deficit | (1,047,217) | (281,655) | ||
Total shareholders’ deficit | (135,847) | (141,844) | ||
Total liabilities and shareholders’ deficit | 2,504,363 | 2,504,187 | ||
Debt issuance costs, accumulated amortization | 13,366 | 9,327 | ||
Other Subsidiary Non-Issuers | ||||
Assets | ||||
Real estate investments, net | 136,291 | 137,813 | ||
Property and equipment, used in operations, net | 110,153 | 108,800 | ||
Cash and cash equivalents | 27,337 | 28,880 | $ 29,424 | $ 21,325 |
Prepaid expenses | 2,016 | 3,110 | ||
Deferred tax assets, current | 1,847 | 2,015 | ||
Other current assets | 2,986 | 2,890 | ||
Goodwill | 75,521 | 75,521 | ||
Other intangible assets | 9,577 | 9,577 | ||
Debt issuance costs, net of accumulated amortization of $13,666 at June 30, 2015 | 0 | 0 | ||
Loan receivable | 32,925 | 34,000 | ||
Intercompany loan receivable | 0 | 0 | ||
Intercompany transactions and investment in subsidiaries | 74,889 | 65,255 | ||
Deferred tax assets, non-current | 1,308 | 679 | ||
Other assets | 130 | 127 | ||
Total assets | 474,980 | 468,667 | ||
Liabilities | ||||
Accounts payable | 239 | 210 | ||
Accrued expenses | 4,301 | 4,706 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 2,305 | 2,568 | ||
Gaming, property, and other taxes | 2,796 | 2,855 | ||
Income taxes | 272 | (1,333) | ||
Current maturities of long-term debt | 0 | 0 | ||
Other current liabilities | 1,332 | 1,419 | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Intercompany loan payable | 193,595 | 193,595 | ||
Deferred tax liabilities, non-current | 366 | 1,443 | ||
Total liabilities | 205,206 | 205,463 | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2015 | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 114,413,073 shares issued at June 30, 2015 | 1,144 | 0 | ||
Additional paid-in capital | 1,063,063 | 292,547 | ||
Retained deficit | (794,433) | (29,343) | ||
Total shareholders’ deficit | 269,774 | 263,204 | ||
Total liabilities and shareholders’ deficit | $ 474,980 | $ 468,667 |
Supplementary Condensed Conso55
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Income Statement) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | ||||
Rental | $ 112,251 | $ 107,298 | $ 223,755 | $ 213,412 |
Real estate taxes paid by tenants | 12,943 | 12,446 | 26,293 | 24,444 |
Total rental revenue | 125,194 | 119,744 | 250,048 | 237,856 |
Gaming | 37,131 | 39,449 | 73,510 | 78,204 |
Food, beverage and other | 2,855 | 3,088 | 5,670 | 5,919 |
Total revenues | 165,180 | 162,281 | 329,228 | 321,979 |
Less promotional allowances | (1,357) | (1,495) | (2,744) | (2,865) |
Net revenues | 163,823 | 160,786 | 326,484 | 319,114 |
Operating expenses | ||||
Gaming | 20,271 | 22,167 | 39,287 | 43,729 |
Food, beverage and other | 2,177 | 2,509 | 4,361 | 5,055 |
Real estate taxes | 13,209 | 12,856 | 26,964 | 25,279 |
General and administrative | 23,722 | 19,531 | 45,261 | 40,472 |
Depreciation | 27,617 | 26,349 | 55,028 | 52,871 |
Total operating expenses | 86,996 | 83,412 | 170,901 | 167,406 |
Income from operations | 76,827 | 77,374 | 155,583 | 151,708 |
Other income (expenses) | ||||
Interest expense | (29,585) | (29,108) | (59,147) | (58,082) |
Interest income | 585 | 668 | 1,180 | 1,214 |
Intercompany dividends and interest | 0 | 0 | ||
Total other expenses | (29,000) | (28,440) | (57,967) | (56,868) |
Income before income taxes | 47,827 | 48,934 | 97,616 | 94,840 |
Income tax expense | 1,882 | 1,922 | 4,584 | 3,516 |
Net income | $ 45,945 | $ 47,012 | 93,032 | 91,324 |
Eliminations | ||||
Revenues | ||||
Rental | 0 | 0 | ||
Real estate taxes paid by tenants | 0 | 0 | ||
Total rental revenue | 0 | 0 | ||
Gaming | 0 | 0 | ||
Food, beverage and other | 0 | 0 | ||
Total revenues | 0 | 0 | ||
Less promotional allowances | 0 | 0 | ||
Net revenues | 0 | 0 | ||
Operating expenses | ||||
Gaming | 0 | 0 | ||
Food, beverage and other | 0 | 0 | ||
Real estate taxes | 0 | 0 | ||
General and administrative | 0 | 0 | ||
Depreciation | 0 | 0 | ||
Total operating expenses | 0 | 0 | ||
Income from operations | 0 | 0 | ||
Other income (expenses) | ||||
Interest expense | 0 | 0 | ||
Interest income | 0 | 0 | ||
Intercompany dividends and interest | (24,689) | (739,255) | ||
Total other expenses | (24,689) | (739,255) | ||
Income before income taxes | (24,689) | (739,255) | ||
Income tax expense | 0 | 0 | ||
Net income | (24,689) | (739,255) | ||
Parent Guarantor | ||||
Revenues | ||||
Rental | 0 | 0 | ||
Real estate taxes paid by tenants | 0 | 0 | ||
Total rental revenue | 0 | 0 | ||
Gaming | 0 | 0 | ||
Food, beverage and other | 0 | 0 | ||
Total revenues | 0 | 0 | ||
Less promotional allowances | 0 | 0 | ||
Net revenues | 0 | 0 | ||
Operating expenses | ||||
Gaming | 0 | 0 | ||
Food, beverage and other | 0 | 0 | ||
Real estate taxes | 0 | 0 | ||
General and administrative | 0 | 27,145 | ||
Depreciation | 0 | 901 | ||
Total operating expenses | 0 | 28,046 | ||
Income from operations | 0 | (28,046) | ||
Other income (expenses) | ||||
Interest expense | 0 | 0 | ||
Interest income | 0 | 0 | ||
Intercompany dividends and interest | 0 | 357,979 | ||
Total other expenses | 0 | 357,979 | ||
Income before income taxes | 0 | 329,933 | ||
Income tax expense | 0 | 0 | ||
Net income | 0 | 329,933 | ||
Subsidiary Issuers | ||||
Revenues | ||||
Rental | 216,755 | 207,240 | ||
Real estate taxes paid by tenants | 25,309 | 23,528 | ||
Total rental revenue | 242,064 | 230,768 | ||
Gaming | 0 | 0 | ||
Food, beverage and other | 0 | 0 | ||
Total revenues | 242,064 | 230,768 | ||
Less promotional allowances | 0 | 0 | ||
Net revenues | 242,064 | 230,768 | ||
Operating expenses | ||||
Gaming | 0 | 0 | ||
Food, beverage and other | 0 | 0 | ||
Real estate taxes | 25,309 | 23,528 | ||
General and administrative | 33,144 | 1,442 | ||
Depreciation | 47,264 | 44,437 | ||
Total operating expenses | 105,717 | 69,407 | ||
Income from operations | 136,347 | 161,361 | ||
Other income (expenses) | ||||
Interest expense | (59,147) | (58,082) | ||
Interest income | 11 | 0 | ||
Intercompany dividends and interest | 17,689 | 19,087 | ||
Total other expenses | (41,447) | (38,995) | ||
Income before income taxes | 94,900 | 122,366 | ||
Income tax expense | 996 | 0 | ||
Net income | 93,904 | 122,366 | ||
Other Subsidiary Non-Issuers | ||||
Revenues | ||||
Rental | 7,000 | 6,172 | ||
Real estate taxes paid by tenants | 984 | 916 | ||
Total rental revenue | 7,984 | 7,088 | ||
Gaming | 73,510 | 78,204 | ||
Food, beverage and other | 5,670 | 5,919 | ||
Total revenues | 87,164 | 91,211 | ||
Less promotional allowances | (2,744) | (2,865) | ||
Net revenues | 84,420 | 88,346 | ||
Operating expenses | ||||
Gaming | 39,287 | 43,729 | ||
Food, beverage and other | 4,361 | 5,055 | ||
Real estate taxes | 1,655 | 1,751 | ||
General and administrative | 12,117 | 11,885 | ||
Depreciation | 7,764 | 7,533 | ||
Total operating expenses | 65,184 | 69,953 | ||
Income from operations | 19,236 | 18,393 | ||
Other income (expenses) | ||||
Interest expense | 0 | 0 | ||
Interest income | 1,169 | 1,214 | ||
Intercompany dividends and interest | 7,000 | 362,189 | ||
Total other expenses | 8,169 | 363,403 | ||
Income before income taxes | 27,405 | 381,796 | ||
Income tax expense | 3,588 | 3,516 | ||
Net income | $ 23,817 | $ 378,280 |
Supplementary Condensed Conso56
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Cash Flow) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||||
Net income | $ 45,945 | $ 47,012 | $ 93,032 | $ 91,324 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation | 27,617 | 26,349 | 55,028 | 52,871 |
Amortization of debt issuance costs | 4,039 | 4,018 | ||
Losses on dispositions of property | 67 | 159 | ||
Deferred income taxes | (1,537) | (1,919) | ||
Stock-based compensation | 8,505 | 5,087 | ||
Decrease (increase), | ||||
Prepaid expenses and other current assets | 3,390 | (17,296) | ||
Other assets | (4) | (1,309) | ||
Intercompany | 0 | 0 | ||
(Decrease) increase, | ||||
Accounts payable | (665) | 8,183 | ||
Accrued expenses | 3,767 | (6,360) | ||
Accrued interest | (14) | (565) | ||
Accrued salaries and wages | (3,441) | 104 | ||
Gaming, property and other taxes | (989) | 7,970 | ||
Income taxes | 229 | (18,476) | ||
Other current and noncurrent liabilities | 662 | 2,430 | ||
Net cash provided by operating activities | 162,069 | 126,221 | ||
Investing activities | ||||
Capital project expenditures, net of reimbursements | (5,110) | (31,502) | (10,750) | (55,504) |
Capital maintenance expenditures | (775) | (597) | (1,726) | (1,468) |
Proceeds from sale of property and equipment | 97 | 6 | ||
Funding of loan receivable | 0 | (43,000) | ||
Principal payments on loan receivable | 1,075 | 7,000 | ||
Acquisition of real estate | 0 | (140,730) | ||
Other investing activities | (37) | 0 | ||
Net cash used in investing activities | (11,341) | (233,696) | ||
Financing activities | ||||
Dividends paid | (125,522) | (329,224) | ||
Proceeds from exercise of options | 12,928 | 17,463 | ||
Proceeds from issuance of long-term debt | 0 | 208,000 | ||
Financing costs | 0 | (306) | ||
Payments of long-term debt | (43,048) | (32,000) | ||
Intercompany financing | 0 | 0 | ||
Net cash used in financing activities | (155,642) | (136,067) | ||
Net decrease in cash and cash equivalents | (4,914) | (243,542) | ||
Cash and cash equivalents at beginning of period | 35,973 | 285,221 | ||
Cash and cash equivalents at end of period | 31,059 | 41,679 | 31,059 | 41,679 |
Eliminations | ||||
Operating activities | ||||
Net income | (24,689) | (739,255) | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation | 0 | 0 | ||
Amortization of debt issuance costs | 0 | 0 | ||
Losses on dispositions of property | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Stock-based compensation | 0 | 0 | ||
Decrease (increase), | ||||
Prepaid expenses and other current assets | 0 | 1,220 | ||
Other assets | 0 | 0 | ||
Intercompany | 0 | 0 | ||
(Decrease) increase, | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 0 | 0 | ||
Gaming, property and other taxes | 0 | 0 | ||
Income taxes | 0 | (1,220) | ||
Other current and noncurrent liabilities | 0 | 0 | ||
Net cash provided by operating activities | (24,689) | (739,255) | ||
Investing activities | ||||
Capital project expenditures, net of reimbursements | 0 | 0 | ||
Capital maintenance expenditures | 0 | 0 | ||
Proceeds from sale of property and equipment | 0 | 0 | ||
Funding of loan receivable | 0 | |||
Principal payments on loan receivable | 0 | 0 | ||
Acquisition of real estate | 0 | |||
Other investing activities | 0 | |||
Net cash used in investing activities | 0 | 0 | ||
Financing activities | ||||
Dividends paid | 0 | 0 | ||
Proceeds from exercise of options | 0 | 0 | ||
Proceeds from issuance of long-term debt | 0 | |||
Financing costs | 0 | |||
Payments of long-term debt | 0 | 0 | ||
Intercompany financing | 24,689 | 739,255 | ||
Net cash used in financing activities | 24,689 | 739,255 | ||
Net decrease in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents at beginning of period | 0 | 0 | ||
Cash and cash equivalents at end of period | 0 | 0 | 0 | 0 |
Parent Guarantor | ||||
Operating activities | ||||
Net income | 0 | 329,933 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation | 0 | 901 | ||
Amortization of debt issuance costs | 0 | 0 | ||
Losses on dispositions of property | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Stock-based compensation | 0 | 5,087 | ||
Decrease (increase), | ||||
Prepaid expenses and other current assets | 0 | 318 | ||
Other assets | 0 | (1,288) | ||
Intercompany | 0 | (2,711) | ||
(Decrease) increase, | ||||
Accounts payable | 0 | 7,320 | ||
Accrued expenses | 0 | (7,641) | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 0 | 880 | ||
Gaming, property and other taxes | 0 | 50 | ||
Income taxes | 0 | (1,442) | ||
Other current and noncurrent liabilities | 0 | 1,216 | ||
Net cash provided by operating activities | 0 | 332,623 | ||
Investing activities | ||||
Capital project expenditures, net of reimbursements | 0 | (1,586) | ||
Capital maintenance expenditures | 0 | 0 | ||
Proceeds from sale of property and equipment | 0 | 0 | ||
Funding of loan receivable | 0 | |||
Principal payments on loan receivable | 0 | 0 | ||
Acquisition of real estate | 0 | |||
Other investing activities | 0 | |||
Net cash used in investing activities | 0 | (1,586) | ||
Financing activities | ||||
Dividends paid | (125,522) | (329,224) | ||
Proceeds from exercise of options | 12,928 | 17,463 | ||
Proceeds from issuance of long-term debt | 0 | |||
Financing costs | 0 | |||
Payments of long-term debt | 0 | 0 | ||
Intercompany financing | 109,951 | (54,999) | ||
Net cash used in financing activities | (2,643) | (366,760) | ||
Net decrease in cash and cash equivalents | (2,643) | (35,723) | ||
Cash and cash equivalents at beginning of period | 2,643 | 42,801 | ||
Cash and cash equivalents at end of period | 0 | 7,078 | 0 | 7,078 |
Subsidiary Issuers | ||||
Operating activities | ||||
Net income | 93,904 | 122,366 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation | 47,264 | 44,437 | ||
Amortization of debt issuance costs | 4,039 | 4,018 | ||
Losses on dispositions of property | 46 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Stock-based compensation | 8,505 | 0 | ||
Decrease (increase), | ||||
Prepaid expenses and other current assets | 938 | (16,415) | ||
Other assets | (1) | 0 | ||
Intercompany | 2,244 | (867) | ||
(Decrease) increase, | ||||
Accounts payable | (694) | 1,089 | ||
Accrued expenses | 4,172 | 880 | ||
Accrued interest | (14) | (565) | ||
Accrued salaries and wages | (3,178) | 0 | ||
Gaming, property and other taxes | (973) | 6,252 | ||
Income taxes | 122 | (7,365) | ||
Other current and noncurrent liabilities | 749 | 0 | ||
Net cash provided by operating activities | 157,123 | 153,830 | ||
Investing activities | ||||
Capital project expenditures, net of reimbursements | (4,853) | (53,918) | ||
Capital maintenance expenditures | 0 | 0 | ||
Proceeds from sale of property and equipment | 91 | 0 | ||
Funding of loan receivable | 0 | |||
Principal payments on loan receivable | 0 | 0 | ||
Acquisition of real estate | 0 | |||
Other investing activities | (37) | |||
Net cash used in investing activities | (4,799) | (53,918) | ||
Financing activities | ||||
Dividends paid | 0 | 0 | ||
Proceeds from exercise of options | 0 | 0 | ||
Proceeds from issuance of long-term debt | 208,000 | |||
Financing costs | (306) | |||
Payments of long-term debt | (43,048) | (32,000) | ||
Intercompany financing | (110,004) | (491,524) | ||
Net cash used in financing activities | (153,052) | (315,830) | ||
Net decrease in cash and cash equivalents | (728) | (215,918) | ||
Cash and cash equivalents at beginning of period | 4,450 | 221,095 | ||
Cash and cash equivalents at end of period | 3,722 | 5,177 | 3,722 | 5,177 |
Other Subsidiary Non-Issuers | ||||
Operating activities | ||||
Net income | 23,817 | 378,280 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation | 7,764 | 7,533 | ||
Amortization of debt issuance costs | 0 | 0 | ||
Losses on dispositions of property | 21 | 159 | ||
Deferred income taxes | (1,537) | (1,919) | ||
Stock-based compensation | 0 | 0 | ||
Decrease (increase), | ||||
Prepaid expenses and other current assets | 2,452 | (2,419) | ||
Other assets | (3) | (21) | ||
Intercompany | (2,244) | 3,578 | ||
(Decrease) increase, | ||||
Accounts payable | 29 | (226) | ||
Accrued expenses | (405) | 401 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | (263) | (776) | ||
Gaming, property and other taxes | (16) | 1,668 | ||
Income taxes | 107 | (8,449) | ||
Other current and noncurrent liabilities | (87) | 1,214 | ||
Net cash provided by operating activities | 29,635 | 379,023 | ||
Investing activities | ||||
Capital project expenditures, net of reimbursements | (5,897) | 0 | ||
Capital maintenance expenditures | (1,726) | (1,468) | ||
Proceeds from sale of property and equipment | 6 | 6 | ||
Funding of loan receivable | (43,000) | |||
Principal payments on loan receivable | 1,075 | 7,000 | ||
Acquisition of real estate | (140,730) | |||
Other investing activities | 0 | |||
Net cash used in investing activities | (6,542) | (178,192) | ||
Financing activities | ||||
Dividends paid | 0 | 0 | ||
Proceeds from exercise of options | 0 | 0 | ||
Proceeds from issuance of long-term debt | 0 | |||
Financing costs | 0 | |||
Payments of long-term debt | 0 | 0 | ||
Intercompany financing | (24,636) | (192,732) | ||
Net cash used in financing activities | (24,636) | (192,732) | ||
Net decrease in cash and cash equivalents | (1,543) | 8,099 | ||
Cash and cash equivalents at beginning of period | 28,880 | 21,325 | ||
Cash and cash equivalents at end of period | $ 27,337 | $ 29,424 | $ 27,337 | $ 29,424 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Billions | Jul. 30, 2015 | May. 01, 2015 | Feb. 03, 2015 | May. 30, 2014 | Feb. 18, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jul. 21, 2015 |
Subsequent Event [Line Items] | |||||||||||
Dividends payable, date declared | May 1, 2015 | Feb. 3, 2015 | May 30, 2014 | Feb. 18, 2014 | |||||||
Common Stock, Dividends, Per Share, Declared | $ 0.545 | $ 0.545 | $ 0.52 | $ 0.52 | |||||||
Dividends payable, date to be paid | Jun. 26, 2015 | Mar. 27, 2015 | Jun. 27, 2014 | Mar. 28, 2014 | |||||||
Dividends payable, date of record | Jun. 11, 2015 | Mar. 10, 2015 | Jun. 12, 2014 | Mar. 7, 2014 | |||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Dividends payable, date declared | Jul. 30, 2015 | ||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.545 | ||||||||||
Dividends payable, date to be paid | Sep. 25, 2015 | ||||||||||
Dividends payable, date of record | Sep. 14, 2015 | ||||||||||
Pinnacle | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares of common stock awarded for each share of acquiree common stock | 0.85 | ||||||||||
Debt of acquiree assumed in transaction | $ 2.7 |