Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 22, 2016 | |
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 | Mar. 31, 2016 | |
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 | 145,900,749 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Assets | ||||
Real estate investments, net | $ 2,066,376 | $ 2,090,059 | ||
Property and equipment, used in operations, net | 126,755 | 129,747 | ||
Cash and cash equivalents | 61,561 | 41,875 | $ 45,367 | $ 35,973 |
Prepaid expenses | 7,362 | 7,908 | ||
Other current assets | 58,376 | 57,721 | ||
Goodwill | 75,521 | 75,521 | ||
Other intangible assets | 9,577 | 9,577 | ||
Debt issuance costs, net of accumulated amortization of $9,500 and $5,937 at March 31, 2016 and December 31, 2015, respectively | 0 | 3,563 | ||
Loan receivable | 27,813 | 29,350 | ||
Deferred tax assets, non-current | 2,500 | 2,447 | ||
Other assets | 388 | 387 | ||
Total assets | 2,436,229 | 2,448,155 | ||
Liabilities | ||||
Accounts payable | 490 | 406 | ||
Accrued expenses | 12,343 | 9,580 | ||
Accrued interest | 42,848 | 17,623 | ||
Accrued salaries and wages | 5,096 | 13,719 | ||
Gaming, property, and other taxes | 25,351 | 24,702 | ||
Current maturities of long-term debt | 104 | 102 | ||
Other current liabilities | 18,390 | 17,687 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 2,468,881 | 2,510,239 | ||
Deferred rental revenue | 121,335 | 107,379 | ||
Deferred tax liabilities, non-current | 206 | 232 | ||
Total liabilities | 2,695,044 | 2,701,669 | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 117,027,925 and 115,594,321 shares issued at March 31, 2016 and December 31, 2015, respectively) | 1,170 | 1,156 | ||
Additional paid-in capital | 962,826 | 935,220 | ||
Retained deficit | (1,222,811) | (1,189,890) | ||
Total shareholders’ deficit | (258,815) | (253,514) | ||
Total liabilities and shareholders’ deficit | $ 2,436,229 | $ 2,448,155 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Debt issuance costs, accumulated amortization | $ 9,500 | $ 5,937 |
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 | 117,027,925 | 115,594,321 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Rental | $ 100,215 | $ 97,548 |
Real estate taxes paid by tenants | 11,827 | 13,350 |
Total rental revenue | 112,042 | 110,898 |
Gaming | 35,383 | 36,379 |
Food, beverage and other | 2,776 | 2,815 |
Total revenues | 150,201 | 150,092 |
Less promotional allowances | (1,381) | (1,387) |
Net revenues | 148,820 | 148,705 |
Operating expenses | ||
Gaming | 18,934 | 19,016 |
Food, beverage and other | 2,053 | 2,184 |
Real estate taxes | 12,207 | 13,755 |
General and administrative | 20,906 | 21,539 |
Depreciation | 27,083 | 27,411 |
Total operating expenses | 81,183 | 83,905 |
Income from operations | 67,637 | 64,800 |
Other income (expenses) | ||
Interest expense | (33,401) | (29,562) |
Interest income | 517 | 595 |
Total other expenses | (32,884) | (28,967) |
Income before income taxes | 34,753 | 35,833 |
Income tax expense | 2,004 | 2,702 |
Net income | $ 32,749 | $ 33,131 |
Earnings per common share (in dollars per share) | ||
Basic earnings per common share | $ 0.28 | $ 0.29 |
Diluted earnings per common share | 0.27 | 0.28 |
Dividends paid per common share (in dollars per share) | $ 0.56 | $ 0.55 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Deficit |
Beginning Balance at Dec. 31, 2015 | $ (253,514) | $ 1,156 | $ 935,220 | $ (1,189,890) |
Beginning Balance (in shares) at Dec. 31, 2015 | 115,594,321 | 115,594,321 | ||
Increase (Decrease) in Shareholders' Equity | ||||
Stock option activity | $ 24,532 | $ 13 | 24,519 | |
Stock option activity (in shares) | 1,331,805 | |||
Restricted stock activity | 3,088 | $ 1 | 3,087 | |
Restricted stock activity (in shares) | 101,799 | |||
Dividends paid | (65,670) | $ 0 | 0 | (65,670) |
Dividends paid (in shares) | 0 | |||
Net income | 32,749 | 32,749 | ||
Ending Balance at Mar. 31, 2016 | $ (258,815) | $ 1,170 | $ 962,826 | $ (1,222,811) |
Ending Balance (in shares) at Mar. 31, 2016 | 117,027,925 | 117,027,925 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net income | $ 32,749 | $ 33,131 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 27,083 | 27,411 |
Amortization of debt issuance costs | 5,582 | 2,020 |
(Gains) losses on dispositions of property | (15) | 1 |
Deferred income taxes | (79) | (386) |
Stock-based compensation | 4,572 | 4,394 |
Straight-line rent adjustments | 13,956 | 13,956 |
(Increase), decrease | ||
Prepaid expenses and other current assets | 3,849 | 838 |
Other assets | (1) | 0 |
Increase, (decrease) | ||
Accounts payable | 45 | (1,345) |
Accrued expenses | (987) | 415 |
Accrued interest | 25,225 | 24,903 |
Accrued salaries and wages | (8,623) | (6,194) |
Gaming, property and other taxes | (201) | (406) |
Income taxes | 0 | 1,572 |
Other current and non-current liabilities | 703 | 449 |
Net cash provided by operating activities | 103,858 | 100,759 |
Investing activities | ||
Capital project expenditures, net of reimbursements | (265) | (5,640) |
Capital maintenance expenditures | (362) | (951) |
Proceeds from sale of property and equipment | 233 | 5 |
Principal payments on loan receivable | 1,537 | 538 |
Other investing activities | 0 | (36) |
Net cash provided by (used in) investing activities | 1,143 | (6,084) |
Financing activities | ||
Dividends paid | (65,670) | (62,651) |
Proceeds from exercise of options | 23,089 | 10,394 |
Financing costs | (709) | 0 |
Payments of long-term debt | (42,025) | (33,024) |
Net cash used in financing activities | (85,315) | (85,281) |
Net increase in cash and cash equivalents | 19,686 | 9,394 |
Cash and cash equivalents at beginning of period | 41,875 | 35,973 |
Cash and cash equivalents at end of period | $ 61,561 | $ 45,367 |
Business and Operations
Business and Operations | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Operations | Business 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 "Penn 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 March 31, 2016 , 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. GLPI expects to grow its portfolio by pursuing opportunities to acquire additional gaming facilities to lease to gaming operators under prudent terms, including its July 2015 announcement of the proposed acquisition of substantially all of the real estate assets of Pinnacle Entertainment, Inc. ("Pinnacle") and its December 2015 announcement of the resolution of the previously disclosed litigation with The Meadows Racetrack and Casino (the "Meadows") and entry into an amended purchase agreement with Cannery Casino Resorts LLC, the owner of the Meadows. Furthermore, in March 2016, the Company announced it had entered into an agreement to sell the entities holding the Meadows gaming and racing licenses and operating assets to Pinnacle. GLPI will lease the Pinnacle and the Meadows real property assets to Pinnacle under separate triple-net leases. The Pinnacle transaction is expected to close during April 2016, while both transactions involving the Meadows are expected to close during the late third quarter of 2016. However, we cannot predict the actual dates on which the transactions will be completed because each transaction is subject to conditions beyond such parties' control. On July 20, 2015, GLPI, Gold Merger Sub, LLC, a direct, wholly owned subsidiary of GLPI ("Merger Sub"), and Pinnacle entered into a merger agreement (as it may be amended from time to time, the "Merger Agreement") providing for the merger of Pinnacle with and into Merger Sub, with Merger Sub surviving the merger as a wholly owned subsidiary of GLPI (the "Merger"). Following the consummation of the Merger, GLPI will own all of Pinnacle’s real property assets, other than Pinnacle’s Belterra Park property and excess land at certain locations. In order to effect the acquisition of Pinnacle’s real property assets (other than the Belterra Park property and excess land at certain locations), prior to the Merger, Pinnacle will cause certain assets relating to its operating business to be transferred to, and liabilities relating thereto to be assumed by a newly formed wholly owned subsidiary of Pinnacle ("OpCo"). Immediately following the separation, Pinnacle will distribute to Pinnacle’s stockholders all of the issued and outstanding shares of common stock of OpCo owning Pinnacle’s operating assets and certain other specified assets. Then, upon satisfaction or waiver of the conditions to closing in the Merger Agreement on the closing date, Pinnacle will merge with and into Merger Sub, as described in more detail in the joint proxy statement/prospectus filed with a Registration Statement on Form S-4 (No. 333-206649) initially filed by GLPI with the Securities and Exchange Commission on December 23, 2015 and declared effective on February 16, 2016 (the "Joint Proxy Statement/Prospectus"). Merger Sub, as the surviving company in the Merger, will then own substantially all of Pinnacle’s real estate assets that were retained or transferred to Pinnacle in the separation and will lease those assets back to OpCo pursuant to a triple-net 35 year (including extension renewals) master lease agreement (the "Pinnacle Master Lease Agreement) substantially in the form attached as Exhibit B to the Merger Agreement. A wholly-owned subsidiary of OpCo would operate the leased gaming facilities as a tenant under the Pinnacle Master Lease Agreement. At the effective time of the Merger, each share of Pinnacle common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into 0.85 shares of a share of GLPI common stock, with cash paid in lieu of the issuance of fractional shares of GLPI common stock. The exchange ratio will not be adjusted to reflect changes in the price of GLPI common stock or the price of Pinnacle common stock occurring prior to the completion of the Merger. The obligations of GLPI and Pinnacle to effect the Merger are subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. Substantially all of the conditions to closing the Merger, including each company's stockholders' approval and gaming regulatory approvals have been satisfied and the Company expects the Merger to close at the end of April 2016. Upon completion of the Merger, the current directors and officers of GLPI are expected to continue in their current positions, other than as may be publicly announced by GLPI in the normal course of business. Approval by GLPI shareholders and Pinnacle stockholders was obtained at separate special meetings held on March 15, 2016. At the GLPI special meeting, GLPI shareholders voted on (i) a proposal to approve the issuance of GLPI common stock to Pinnacle stockholders in the Merger and (ii) a proposal to approve one or more adjournments of the meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of GLPI common stock to Pinnacle stockholders in the Merger. At the Pinnacle special meeting, Pinnacle stockholders voted on (i) a proposal to adopt the Merger Agreement, (ii) an advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of Pinnacle in connection with the Merger, and (iii) a proposal to approve one or more adjournments of the meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Merger and the other transactions contemplated by the Merger Agreement. The Joint Proxy Statement/Prospectus describes the foregoing proposals in more detail, as well as other matters contemplated in connection with the proposed Merger. On March 25, 2016, the Company and Pinnacle entered into the First Amendment to the Merger Agreement which extended the closing date of the Merger to April 30, 2016. The Merger Agreement may be terminated, subject to certain exceptions, prior to the effective time of the Merger by either GLPI or Pinnacle under certain conditions, including if the Merger has not been consummated on or before April 30, 2016, subject to one two -month extension by GLPI, at the election of GLPI, if the only conditions not satisfied at such time related to regulatory and other government approvals. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation 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 months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . The notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015 (our "Annual Report") should be read in conjunction with these condensed consolidated financial statements. The December 31, 2015 financial information has been derived from the Company’s audited consolidated financial statements. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provide a scope exception for certain entities. The Company adopted ASU 2015-02 on January 1, 2016 and it had no affect on the Company's financial statements. Accounting Pronouncements Not Yet Adopted In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). This ASU amends certain aspects of accounting for share-based payments to employees, including (i) requiring all income tax effects of share-based awards to be recognized in the income statement when the award vests or settles and eliminating APIC pools, (ii) permitting employers to withhold the share equivalent of an employee's maximum tax liability without triggering liability accounting and (iii) allowing companies to make a policy election to account for forfeitures as they occur. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company is evaluating the impact of adopting ASU 2016-09 on its financial statements, but does not believe the new guidance will have a significant impact on how it accounts for share-based payments. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). This ASU primarily provides new guidance for lessees on the accounting treatment of operating leases. Under the new guidance, lessees are required to recognize assets and liabilities arising from operating leases on the balance sheet. ASU 2016-02 also aligns lessor accounting with the revenue recognition guidance in Topic 606 of the Accounting Standards Codification. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018 and is required to be adopted on a modified retrospective basis, meaning the new leasing model will be applied to the earliest year presented in the financial statements and thereafter. The Company is evaluating the impact of adopting this new accounting standard on its financial statements, but does not expect adoption of the new guidance to have a significant impact on the accounting treatment of its triple-net leases, which are the primary source of revenue to the Company. 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 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. The fair value measurement of the loan receivable is considered a Level 3 measurement as defined under ASC 820. 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): March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 61,561 $ 61,561 $ 41,875 $ 41,875 Deferred compensation plan assets 14,964 14,964 14,833 14,833 Loan receivable 27,813 27,813 29,350 29,350 Financial liabilities: Deferred compensation plan liabilities 15,446 15,446 14,866 14,866 Long-term debt Senior unsecured credit facility 448,000 440,160 490,000 479,612 Senior notes 2,050,000 2,084,925 2,050,000 2,014,750 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 months ended March 31, 2016 and 2015 , and comprehensive income for the three months ended March 31, 2016 and 2015 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. Additionally, percentage rent that is fixed and determinable at the lease inception date is recorded on a straight-line basis over the lease term, resulting in the recognition of deferred rental revenue on the Company’s condensed consolidated balance sheets. Deferred rental revenue is amortized to rental revenue on a straight-line basis over the remainder of the lease term. The lease term includes the initial non-cancelable lease term and any reasonably assured renewable periods. Contingent rental income that is not fixed and determinable at lease inception is recognized only when the lessee achieves the specified target. Recognition of rental income commences when control of the facility has been transferred to the tenant. As of March 31, 2016 , all but one of the Company’s real estate investment properties were leased to a subsidiary of Penn under the Penn Master Lease. The obligations under the Penn Master Lease are guaranteed by Penn and by most Penn subsidiaries that occupy and operate the facilities leased under the Penn Master Lease. A default by Penn or its subsidiaries with regard to any facility will cause a default with regard to the Penn 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 Penn Master Lease. The rent structure under the Penn Master Lease 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 in net revenues of all facilities under the Penn 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 Penn Master Lease 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 the Penn Master Lease, the tenant is responsible for all executory charges described in the above paragraph. The Company determined, based on facts and circumstances prevailing at the time of each lease's inception, that neither Penn nor Casino Queen could effectively operate and run their respective business without the properties that are leased to it under the respective lease agreements with GLPI. Furthermore, at lease inception, all of Casino Queen's revenues and substantially all of Penn's revenues were generated from operations in connection with the leased properties. There are also various legal restrictions in the jurisdictions in which Penn and Casino Queen operate that limit the availability and location of gaming facilities, which makes relocation or replacement of the leased gaming facilities restrictive and potentially impracticable or unavailable. Moreover, under the terms of the Penn Master Lease, Penn must make its renewal election with respect to all of the leased property together; the tenant is not entitled to selectively renew certain of the leased property while not renewing other property. Accordingly, the Company concluded that failure by Penn or Casino Queen to renew the lease would impose a significant penalty on such tenant such that renewal of all lease renewal options appears at lease inception to be reasonably assured. Therefore, the Company concluded that the term of the leases with both Penn and Casino Queen is 35 years, equal to the initial 15 year term plus all four of the 5 year renewal options. 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 months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 (in thousands) Video lottery $ 30,353 $ 31,241 Table game 4,716 4,810 Poker 314 328 Total gaming revenue, net of cash incentives $ 35,383 $ 36,379 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 months ended March 31, 2016 and 2015 are as follows: Three Months Ended March 31, 2016 2015 (in thousands) Food and beverage $ 1,349 $ 1,377 Other 32 10 Total promotional allowances $ 1,381 $ 1,387 The estimated cost of providing such complimentary services, which is primarily included in food, beverage, and other expense, for the three months ended March 31, 2016 and 2015 are as follows: Three Months Ended March 31, 2016 2015 (in thousands) Food and beverage $ 534 $ 596 Other 14 3 Total cost of complimentary services $ 548 $ 599 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 months ended March 31, 2016 and 2015 , these expenses, which are primarily recorded within gaming expense in the condensed consolidated statements of income, totaled $14.7 million and $14.9 million , 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 months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 (in thousands) Determination of shares: Weighted-average common shares outstanding 116,671 113,666 Assumed conversion of dilutive employee stock-based awards 1,821 4,232 Assumed conversion of restricted stock 122 219 Assumed conversion of performance-based restricted stock awards 203 382 Diluted weighted-average common shares outstanding 118,817 118,499 The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 (in thousands, except per share data) Calculation of basic EPS: Net income $ 32,749 $ 33,131 Less: Net income allocated to participating securities (135 ) (151 ) Net income attributable to common shareholders $ 32,614 $ 32,980 Weighted-average common shares outstanding 116,671 113,666 Basic EPS $ 0.28 $ 0.29 Calculation of diluted EPS: Net income $ 32,749 $ 33,131 Diluted weighted-average common shares outstanding 118,817 118,499 Diluted EPS $ 0.27 $ 0.28 There were 257,321 and 15,529 outstanding options to purchase shares of common stock during the three months ended March 31, 2016 and 2015 , respectively, 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 is amortized to expense over the awards’ remaining vesting periods. As of March 31, 2016 , there was no remaining unrecognized compensation cost for stock options. For the three months ended March 31, 2016 and 2015, the Company recognized $20 thousand and $0.7 million , respectively, of compensation expense associated with these awards. In addition, the Company also recognized $2.3 million and $2.9 million of compensation expense for the three months ended March 31, 2016 and 2015, respectively, relating to each of the first quarter $0.56 and $0.55 , respectively, per share dividends paid on vested employee stock options. As of March 31, 2016 , there was $11.5 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants remaining weighted average vesting period of 1.85 years . For the three months ended March 31, 2016 and 2015, the Company recognized $1.8 million and $1.4 million , respectively, of compensation expense associated with these awards. The following table contains information on restricted stock award activity for the three months ended March 31, 2016 : Number of Award Shares Outstanding at December 31, 2015 463,764 Granted 168,966 Released (151,245 ) Canceled — Outstanding at March 31, 2016 481,485 Performance-based restricted stock awards have a 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 MSCI US REIT index. As of March 31, 2016 , there was $17.9 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 2.06 years . For the three months ended March 31, 2016 , and 2015, the Company recognized $2.7 million and $2.2 million , respectively, of compensation expense associated with these awards. The following table contains information on performance-based restricted stock award activity for the three months ended March 31, 2016 : Number of Performance-Based Award Shares Outstanding at December 31, 2015 1,091,556 Granted 558,000 Released — Canceled — Outstanding at March 31, 2016 1,649,556 As of March 31, 2016 , there was $1.1 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 0.84 years . For the three months ended March 31, 2016 and 2015, the Company recognized $0.4 million and $1.8 million , respectively of compensation expense associated with these awards. In addition, the Company also recognized $18 thousand for the three months ended March 31, 2016 , relating to the 2016 first quarter $0.56 per share dividend paid on unvested PSUs. For the three months ended March 31, 2015 , the Company recognized $0.1 million relating to the 2015 first quarter $0.55 per share dividend 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. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
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. Since March 31, 2015, Casino Queen has been 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. As of March 31, 2016 , these mandatory principal payments, as well as additional principal payments have reduced the balance of this loan to $27.8 million . The collectability of the remaining loan balance is reasonably assured, and as of March 31, 2016 the obligor has made all mandatory principal and interest payments in full and on time and paid down additional principal toward the loan balance. The loan balance 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 earned. GLPI leased the property back to Casino Queen on a triple-net basis on terms similar to those in the Penn 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 | 3 Months Ended |
Mar. 31, 2016 | |
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: March 31, December 31, (in thousands) Land and improvements $ 453,739 $ 453,739 Building and improvements 2,297,128 2,297,128 Construction in progress 7 — Total real estate investments 2,750,874 2,750,867 Less accumulated depreciation (684,498 ) (660,808 ) Real estate investments, net $ 2,066,376 $ 2,090,059 |
Property and Equipment Used in
Property and Equipment Used in Operations | 3 Months Ended |
Mar. 31, 2016 | |
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: March 31, December 31, (in thousands) Land and improvements $ 31,187 $ 31,187 Building and improvements 117,284 117,314 Furniture, fixtures, and equipment 112,553 112,227 Construction in progress 314 354 Total property and equipment 261,338 261,082 Less accumulated depreciation (134,583 ) (131,335 ) Property and equipment, net $ 126,755 $ 129,747 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Long-term debt is as follows: March 31, December 31, (in thousands) Senior unsecured credit facility $ 448,000 $ 490,000 $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 1,365 1,389 Total long-term debt 2,499,365 2,541,389 Less: unamortized debt issuance costs (30,380 ) (31,048 ) Total long-term debt, net of unamortized debt issuance costs 2,468,985 2,510,341 Less current maturities of long-term debt (104 ) (102 ) Long-term debt, net of current maturities $ 2,468,881 $ 2,510,239 The following is a schedule of future minimum repayments of long-term debt as of March 31, 2016 (in thousands): Within one year $ 104 2-3 years 998,223 4-5 years 1,000,245 Over 5 years 500,793 Total minimum payments $ 2,499,365 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. On July 31, 2015, in connection with the announced Pinnacle acquisition, the Company entered into the first amendment to the Credit Facility, which permits the Company to borrow an additional $825 million under a Term Loan A-1 facility. At March 31, 2016 , the Company had no borrowings outstanding under the Term Loan A-1 facility. The Credit Facility matures on October 28, 2018. At March 31, 2016 , the Credit Facility had a gross outstanding balance of $448.0 million , consisting of the $300.0 million Term Loan A facility and $148.0 million of borrowings under the revolving credit facility. Additionally, at March 31, 2016 , 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 $551.1 million of available borrowing capacity under the revolving credit facility as of March 31, 2016 . 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 Penn 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 March 31, 2016 , 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 Penn 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 March 31, 2016 , 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. Bridge Facility Also in connection with the announced Pinnacle transaction, the Company entered into an amended and restated commitment letter dated July 31, 2015 (the "GLPI Commitment Letter") with JPMorgan Chase Bank, N.A., Bank of America, N.A., Fifth Third Bank, Manufacturers and Traders Trust Company, Wells Fargo Bank, National Association, UBS AG, Stamford Branch, Credit Agricole Corporate and Investment Bank, Suntrust Bank, Nomura Securities International, Inc., Citizens Bank, National Association, Barclays and certain of their affiliates (collectively, the "GLPI Commitment Parties") to provide debt financing in connection with the transaction. Pursuant to the GLPI Commitment Letter, the GLPI Commitment Parties have committed to provide a $1.875 billion senior unsecured 364 - day term loan bridge facility (the "GLPI Bridge Facility"). Subsequent to March 31, 2016, through a combination of debt and equity offerings, the Company raised the proceeds, which together with an incremental term loan under the Company's Credit Facility, are necessary to finance the Pinnacle transaction and as such the Company does not intend to utilize the Bridge Facility to finance the Merger. See Note 15 for further information on the Company's respective debt and equity offerings. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation 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 | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Dividends | Dividends The following table lists the dividends declared and paid by the Company during the three months ended March 31, 2016 and 2015 : Declaration Date Shareholder Record Date Securities Class Dividend Per Share Period Covered Distribution Date Dividend Amount (in thousands) 2016 January 29, 2016 February 22, 2016 Common Stock $ 0.56 First Quarter 2016 March 25, 2016 $ 65,345 2015 February 3, 2015 March 10, 2015 Common Stock $ 0.545 First Quarter 2015 March 27, 2015 $ 62,072 In addition for the three months ended March 31, 2016 and 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 $0.3 million and $0.6 million , respectively. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
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. The following tables present certain information with respect to the Company’s segments. Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 (in thousands) GLP Capital TRS Properties Eliminations (1) Total GLP Capital TRS Properties Eliminations (1) Total Net revenues $ 112,042 $ 36,778 $ — $ 148,820 $ 110,898 $ 37,807 $ — $ 148,705 Income from operations 60,770 6,867 — 67,637 57,600 7,200 — 64,800 Interest, net 32,884 2,601 (2,601 ) 32,884 28,968 2,600 (2,601 ) 28,967 Income before income taxes 30,487 4,266 — 34,753 31,233 4,600 — 35,833 Income tax expense 386 1,618 — 2,004 810 1,892 — 2,702 Net income 30,101 2,648 — 32,749 30,423 2,708 — 33,131 Depreciation 24,212 2,871 — 27,083 24,393 3,018 — 27,411 Capital project expenditures, net of reimbursements 164 101 — 265 609 5,031 — 5,640 Capital maintenance expenditures — 362 — 362 — 951 — 951 (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 | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 (in thousands) Cash paid for income taxes, net of refunds received $ 234 $ — Cash paid for interest 2,569 2,615 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
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 for its corporate headquarters building. Also in connection with completion of construction of its corporate headquarters building, the Company entered into an agreement (the "Construction Management Agreement") with CB Consulting Group LLC (the "Construction Manager") during the year ended December 31, 2014. Construction of the Company's corporate headquarters building was completed in October 2015 and the Company did not incur additional expenses related to the building with WPC or the Construction Manager subsequent to 2015. The Company paid $39,000 to WPC during the three months ended March 31, 2015 in connection with construction costs WPC paid on the Company's behalf. Pursuant to the Construction Management Agreement, the Construction Manager, among other things, provided 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. During the three months ended March 31, 2015, the Company made no payments to the Construction Manager. Upon completion of the building in October 2015, the Company became responsible for the payment of monthly common area maintenance fees to the Wyomissing Professional Center Owners' Association ("WPCOA"). During the three months ended March 31, 2016 , the Company paid approximately $5,500 to the WPCOA. Peter M. Carlino, the Company’s Chairman of the Board of Directors and Chief Executive Officer, is also the sole owner of WPC and associated with the WPCOA. 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 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. At March 31, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,932,368 $ 134,008 $ — $ 2,066,376 Property and equipment, used in operations, net — 24,129 102,626 — 126,755 Cash and cash equivalents — 23,592 37,969 — 61,561 Prepaid expenses — 5,679 1,023 660 7,362 Other current assets — 55,059 3,317 — 58,376 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $9,500 at March 31, 2016 — — — — — Loan receivable — — 27,813 — 27,813 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (258,814 ) 190,496 (55,975 ) 124,293 — Deferred tax assets, non-current — — 2,500 — 2,500 Other assets — 256 132 — 388 Total assets $ (258,814 ) $ 2,425,174 $ 338,511 $ (68,642 ) $ 2,436,229 Liabilities Accounts payable $ — $ 349 $ 141 $ — $ 490 Accrued expenses — 7,684 4,659 — 12,343 Accrued interest — 42,848 — — 42,848 Accrued salaries and wages — 3,415 1,681 — 5,096 Gaming, property, and other taxes — 22,246 3,105 — 25,351 Income taxes — 112 (772 ) 660 — Current maturities of long-term debt — 104 — — 104 Other current liabilities — 17,014 1,376 — 18,390 Long-term debt, net of current maturities and unamortized debt issuance costs — 2,468,881 — — 2,468,881 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 121,335 — — 121,335 Deferred tax liabilities, non-current — — 206 — 206 Total liabilities — 2,683,988 203,991 (192,935 ) 2,695,044 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2016) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 117,027,925 shares issued at March 31, 2016) 1,170 1,170 1,170 (2,340 ) 1,170 Additional paid-in capital 962,826 962,828 1,105,718 (2,068,546 ) 962,826 Retained (deficit) earnings (1,222,810 ) (1,222,812 ) (972,368 ) 2,195,179 (1,222,811 ) Total shareholders’ (deficit) equity (258,814 ) (258,814 ) 134,520 124,293 (258,815 ) Total liabilities and shareholders’ (deficit) equity $ (258,814 ) $ 2,425,174 $ 338,511 $ (68,642 ) $ 2,436,229 Three months ended March 31, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 96,672 $ 3,543 $ — $ 100,215 Real estate taxes paid by tenants — 11,315 512 — 11,827 Total rental revenue — 107,987 4,055 — 112,042 Gaming — — 35,383 — 35,383 Food, beverage and other — — 2,776 — 2,776 Total revenues — 107,987 42,214 — 150,201 Less promotional allowances — — (1,381 ) — (1,381 ) Net revenues — 107,987 40,833 — 148,820 Operating expenses Gaming — — 18,934 — 18,934 Food, beverage and other — — 2,053 — 2,053 Real estate taxes — 11,320 887 — 12,207 General and administrative — 15,228 5,678 — 20,906 Depreciation — 23,451 3,632 — 27,083 Total operating expenses — 49,999 31,184 — 81,183 Income from operations — 57,988 9,649 — 67,637 Other income (expenses) Interest expense — (33,401 ) — — (33,401 ) Interest income — — 517 — 517 Intercompany dividends and interest — 9,744 5,399 (15,143 ) — Total other income (expenses) — (23,657 ) 5,916 (15,143 ) (32,884 ) Income (loss) before income taxes — 34,331 15,565 (15,143 ) 34,753 Income tax expense — 386 1,618 — 2,004 Net income (loss) $ — $ 33,945 $ 13,947 $ (15,143 ) $ 32,749 Three months ended March 31, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 33,945 $ 13,947 $ (15,143 ) $ 32,749 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation — 23,451 3,632 — 27,083 Amortization of debt issuance costs — 5,582 — — 5,582 Gains on dispositions of property — — (15 ) — (15 ) Deferred income taxes — — (79 ) — (79 ) Stock-based compensation — 4,572 — — 4,572 Straight-line rent adjustments — 13,956 — — 13,956 (Increase) decrease, Prepaid expenses and other current assets — 1,313 274 2,262 3,849 Other assets — — (1 ) — (1 ) Intercompany — (579 ) 579 — — Increase (decrease), Accounts payable — 181 (136 ) — 45 Accrued expenses — (803 ) (184 ) — (987 ) Accrued interest — 25,225 — — 25,225 Accrued salaries and wages — (7,313 ) (1,310 ) — (8,623 ) Gaming, property and other taxes — (40 ) (161 ) — (201 ) Income taxes — 152 2,110 (2,262 ) — Other current and non-current liabilities — 713 (10 ) — 703 Net cash provided by (used in) operating activities — 100,355 18,646 (15,143 ) 103,858 Investing activities Capital project expenditures, net of reimbursements — (164 ) (101 ) — (265 ) Capital maintenance expenditures — — (362 ) — (362 ) Proceeds from sale of property and equipment — — 233 — 233 Principal payments on loan receivable — — 1,537 — 1,537 Net cash (used in) provided by investing activities — (164 ) 1,307 — 1,143 Financing activities Dividends paid (65,670 ) — — — (65,670 ) Proceeds from exercise of options 23,089 — — — 23,089 Financing costs — (709 ) — — (709 ) Payments of long-term debt — (42,025 ) — — (42,025 ) Intercompany financing 42,581 (42,581 ) (15,143 ) 15,143 — Net cash (used in) provided by financing activities — (85,315 ) (15,143 ) 15,143 (85,315 ) Net increase in cash and cash equivalents — 14,876 4,810 — 19,686 Cash and cash equivalents at beginning of period — 8,716 33,159 — 41,875 Cash and cash equivalents at end of period $ — $ 23,592 $ 37,969 $ — $ 61,561 At December 31, 2015 Condensed Consolidating Balance Sheet Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,955,290 $ 134,769 $ — $ 2,090,059 Property and equipment, used in operations, net — 24,494 105,253 — 129,747 Cash and cash equivalents — 8,716 33,159 — 41,875 Prepaid expenses — 3,768 1,218 2,922 7,908 Other current assets — 54,838 2,883 — 57,721 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $5,937 at December 31, 2015 — 3,563 — — 3,563 Loan receivable — — 29,350 — 29,350 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (253,514 ) 191,112 (46,418 ) 108,820 — Deferred tax assets, non-current — — 2,554 (107 ) 2,447 Other assets — 256 131 — 387 Total assets $ (253,514 ) $ 2,435,632 $ 347,997 $ (81,960 ) $ 2,448,155 Liabilities Accounts payable $ — $ 127 $ 279 $ — $ 406 Accrued expenses — 4,737 4,843 — 9,580 Accrued interest — 17,623 — — 17,623 Accrued salaries and wages — 10,728 2,991 — 13,719 Gaming, property, and other taxes — 21,949 2,753 — 24,702 Income taxes — (41 ) (2,881 ) 2,922 — Current maturities of long-term debt — 102 — — 102 Other current liabilities — 16,303 1,384 — 17,687 Long-term debt, net of current maturities and unamortized debt issuance costs — 2,510,239 — — 2,510,239 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 107,379 — — 107,379 Deferred tax liabilities, non-current — — 339 (107 ) 232 Total liabilities — 2,689,146 203,303 (190,780 ) 2,701,669 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2015) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 115,594,321 shares issued at December 31, 2015) 1,156 1,156 1,156 (2,312 ) 1,156 Additional paid-in capital 935,220 935,221 1,088,058 (2,023,279 ) 935,220 Retained (deficit) earnings (1,189,890 ) (1,189,891 ) (944,520 ) 2,134,411 (1,189,890 ) Total shareholders’ (deficit) equity (253,514 ) (253,514 ) 144,694 108,820 (253,514 ) Total liabilities and shareholders’ (deficit) equity $ (253,514 ) $ 2,435,632 $ 347,997 $ (81,960 ) $ 2,448,155 Three months ended March 31, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 94,048 $ 3,500 $ — $ 97,548 Real estate taxes paid by tenants — 12,827 523 — 13,350 Total rental revenue — 106,875 4,023 — 110,898 Gaming — — 36,379 — 36,379 Food, beverage and other — — 2,815 — 2,815 Total revenues — 106,875 43,217 — 150,092 Less promotional allowances — — (1,387 ) — (1,387 ) Net revenues — 106,875 41,830 — 148,705 Operating expenses Gaming — — 19,016 — 19,016 Food, beverage and other — — 2,184 — 2,184 Real estate taxes — 12,827 928 — 13,755 General and administrative — 15,556 5,983 — 21,539 Depreciation — 23,632 3,779 — 27,411 Total operating expenses — 52,015 31,890 — 83,905 Income from operations — 54,860 9,940 — 64,800 Other income (expenses) Interest expense — (29,562 ) — — (29,562 ) Interest income — 10 585 — 595 Intercompany dividends and interest — 10,086 400 (10,486 ) — Total other income (expenses) — (19,466 ) 985 (10,486 ) (28,967 ) Income (loss) before income taxes — 35,394 10,925 (10,486 ) 35,833 Income tax expense — 810 1,892 — 2,702 Net income (loss) $ — $ 34,584 $ 9,033 $ (10,486 ) $ 33,131 Three months ended March 31, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 34,584 $ 9,033 $ (10,486 ) $ 33,131 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation — 23,632 3,779 — 27,411 Amortization of debt issuance costs — 2,020 — — 2,020 Losses on dispositions of property — — 1 — 1 Deferred income taxes — — (386 ) — (386 ) Stock-based compensation — 4,394 — — 4,394 Straight-line rent adjustments — 13,956 — — 13,956 (Increase) decrease, Prepaid expenses and other current assets — (593 ) 1,431 — 838 Other assets — — — — — Intercompany — 2,365 (2,365 ) — — (Decrease) increase, 0 0 0 Accounts payable — (1,800 ) 455 — (1,345 ) Accrued expenses — 408 7 — 415 Accrued interest — 24,903 — — 24,903 Accrued salaries and wages — (5,730 ) (464 ) — (6,194 ) Gaming, property and other taxes — (613 ) 207 — (406 ) Income taxes — 847 725 — 1,572 Other current and non-current liabilities — 532 (83 ) — 449 Net cash provided by (used in) operating activities — 98,905 12,340 (10,486 ) 100,759 Investing activities Capital project expenditures, net of reimbursements — (609 ) (5,031 ) — (5,640 ) Capital maintenance expenditures — — (951 ) — (951 ) Proceeds from sale of property and equipment — — 5 — 5 Principal payments on loan receivable — — 538 — 538 Other investing activities — (36 ) — — (36 ) Net cash used in investing activities — (645 ) (5,439 ) — (6,084 ) Financing activities Dividends paid (62,651 ) — — — (62,651 ) Proceeds from exercise of options 10,394 — — — 10,394 Financing costs — — — — — Payments of long-term debt — (33,024 ) — — (33,024 ) Intercompany financing 49,614 (49,666 ) (10,434 ) 10,486 — Net cash (used in) provided by financing activities (2,643 ) (82,690 ) (10,434 ) 10,486 (85,281 ) Net (decrease) increase in cash and cash equivalents (2,643 ) 15,570 (3,533 ) — 9,394 Cash and cash equivalents at beginning of period 2,643 4,450 28,880 — 35,973 Cash and cash equivalents at end of period $ — $ 20,020 $ 25,347 $ — $ 45,367 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 28, 2016, the Company announced that it had commenced an offering to sell 19,000,000 shares of its common stock in an underwritten public offering. On March 31, 2016, the Company announced that it had priced and upsized its previously announced underwritten public offering from 19,000,000 shares of its common stock, par value $0.01 per share, to 25,000,000 shares of its common stock at a public offering price of $30.00 per share. The Company also granted the underwriters a 30 -day option to purchase up to an additional 3,750,000 shares of its common stock, which was exercised in full. On April 6, 2016, the Company announced the closing of its previously announced underwritten public offering of 28,750,000 shares of its common stock at a public offering price of $30.00 per share, before underwriting discount, which includes 3,750,000 shares of common stock issued in connection with the exercise in full of the underwriters’ option to purchase additional shares. The Company received approximately $826 million in net proceeds from the offering. The Company intends to use the net proceeds from this offering to partially fund its previously announced acquisition of substantially all of the real estate assets of Pinnacle, including the repayment, redemption and/or discharge of a portion of certain debt of Pinnacle to be assumed by the Company in connection with the Merger and the payment of transaction-related fees and expenses. The offering was not conditioned upon the successful completion of the Merger or any other potential source of financing. Pending such uses, the Company intends to use the net proceeds of this offering to reduce borrowings under the Company’s revolving credit facility or invest in interest-bearing accounts and short-term, interest-bearing securities. On April 11, 2016, the Company commenced and priced a public debt offering of $400 million of 4.375% senior unsecured notes due 2021 and $975 million of 5.375% senior unsecured notes due 2026 (collectively the "Notes"). The Notes will be issued by the Company's operating partnership, GLP Capital L.P., and GLP Financing II, a wholly owned subsidiary of its operating partnership, and guaranteed by the Company. The estimated net proceeds from the offering of Notes are expected to be approximately $1.357 billion . The Company intends to use the net proceeds from this offering to partially fund its previously announced acquisition of substantially all of the real estate assets of Pinnacle, including for the repayment, redemption and/or discharge of a portion of certain debt of Pinnacle to be assumed by the Company in connection with the Merger and the payment of transaction-related fees and expenses. The offering of the Notes is expected to close on April 28, 2016, the expected closing date of the Merger, subject to certain closing conditions. If the Merger does not close on the closing date of the Notes offering, the proceeds of the Notes offering will be placed in escrow pending the consummation of the Merger. If the Merger does not close prior to June 30, 2016, the Issuers will be required to redeem the Notes. On April 25, 2016 , the Company declared its second quarter dividend of $0.56 per common share, payable on June 17, 2016 to shareholders of record on June 2, 2016 . |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 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. The fair value measurement of the loan receivable is considered a Level 3 measurement as defined under ASC 820. 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): March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 61,561 $ 61,561 $ 41,875 $ 41,875 Deferred compensation plan assets 14,964 14,964 14,833 14,833 Loan receivable 27,813 27,813 29,350 29,350 Financial liabilities: Deferred compensation plan liabilities 15,446 15,446 14,866 14,866 Long-term debt Senior unsecured credit facility 448,000 440,160 490,000 479,612 Senior notes 2,050,000 2,084,925 2,050,000 2,014,750 |
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 months ended March 31, 2016 and 2015 , and comprehensive income for the three months ended March 31, 2016 and 2015 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. Additionally, percentage rent that is fixed and determinable at the lease inception date is recorded on a straight-line basis over the lease term, resulting in the recognition of deferred rental revenue on the Company’s condensed consolidated balance sheets. Deferred rental revenue is amortized to rental revenue on a straight-line basis over the remainder of the lease term. The lease term includes the initial non-cancelable lease term and any reasonably assured renewable periods. Contingent rental income that is not fixed and determinable at lease inception is recognized only when the lessee achieves the specified target. Recognition of rental income commences when control of the facility has been transferred to the tenant. As of March 31, 2016 , all but one of the Company’s real estate investment properties were leased to a subsidiary of Penn under the Penn Master Lease. The obligations under the Penn Master Lease are guaranteed by Penn and by most Penn subsidiaries that occupy and operate the facilities leased under the Penn Master Lease. A default by Penn or its subsidiaries with regard to any facility will cause a default with regard to the Penn 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 Penn Master Lease. The rent structure under the Penn Master Lease 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 in net revenues of all facilities under the Penn 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 Penn Master Lease 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 the Penn Master Lease, the tenant is responsible for all executory charges described in the above paragraph. The Company determined, based on facts and circumstances prevailing at the time of each lease's inception, that neither Penn nor Casino Queen could effectively operate and run their respective business without the properties that are leased to it under the respective lease agreements with GLPI. Furthermore, at lease inception, all of Casino Queen's revenues and substantially all of Penn's revenues were generated from operations in connection with the leased properties. There are also various legal restrictions in the jurisdictions in which Penn and Casino Queen operate that limit the availability and location of gaming facilities, which makes relocation or replacement of the leased gaming facilities restrictive and potentially impracticable or unavailable. Moreover, under the terms of the Penn Master Lease, Penn must make its renewal election with respect to all of the leased property together; the tenant is not entitled to selectively renew certain of the leased property while not renewing other property. Accordingly, the Company concluded that failure by Penn or Casino Queen to renew the lease would impose a significant penalty on such tenant such that renewal of all lease renewal options appears at lease inception to be reasonably assured. Therefore, the Company concluded that the term of the leases with both Penn and Casino Queen is 35 years, equal to the initial 15 year term plus all four of the 5 year renewal options. 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 months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 (in thousands) Video lottery $ 30,353 $ 31,241 Table game 4,716 4,810 Poker 314 328 Total gaming revenue, net of cash incentives $ 35,383 $ 36,379 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 months ended March 31, 2016 and 2015 are as follows: Three Months Ended March 31, 2016 2015 (in thousands) Food and beverage $ 1,349 $ 1,377 Other 32 10 Total promotional allowances $ 1,381 $ 1,387 The estimated cost of providing such complimentary services, which is primarily included in food, beverage, and other expense, for the three months ended March 31, 2016 and 2015 are as follows: Three Months Ended March 31, 2016 2015 (in thousands) Food and beverage $ 534 $ 596 Other 14 3 Total cost of complimentary services $ 548 $ 599 |
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 months ended March 31, 2016 and 2015 , these expenses, which are primarily recorded within gaming expense in the condensed consolidated statements of income, totaled $14.7 million and $14.9 million , 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 months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 (in thousands) Determination of shares: Weighted-average common shares outstanding 116,671 113,666 Assumed conversion of dilutive employee stock-based awards 1,821 4,232 Assumed conversion of restricted stock 122 219 Assumed conversion of performance-based restricted stock awards 203 382 Diluted weighted-average common shares outstanding 118,817 118,499 The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 (in thousands, except per share data) Calculation of basic EPS: Net income $ 32,749 $ 33,131 Less: Net income allocated to participating securities (135 ) (151 ) Net income attributable to common shareholders $ 32,614 $ 32,980 Weighted-average common shares outstanding 116,671 113,666 Basic EPS $ 0.28 $ 0.29 Calculation of diluted EPS: Net income $ 32,749 $ 33,131 Diluted weighted-average common shares outstanding 118,817 118,499 Diluted EPS $ 0.27 $ 0.28 There were 257,321 and 15,529 outstanding options to purchase shares of common stock during the three months ended March 31, 2016 and 2015 , respectively, 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 is amortized to expense over the awards’ remaining vesting periods. As of March 31, 2016 , there was no remaining unrecognized compensation cost for stock options. For the three months ended March 31, 2016 and 2015, the Company recognized $20 thousand and $0.7 million , respectively, of compensation expense associated with these awards. In addition, the Company also recognized $2.3 million and $2.9 million of compensation expense for the three months ended March 31, 2016 and 2015, respectively, relating to each of the first quarter $0.56 and $0.55 , respectively, per share dividends paid on vested employee stock options. As of March 31, 2016 , there was $11.5 million of total unrecognized compensation cost for restricted stock awards that will be recognized over the grants remaining weighted average vesting period of 1.85 years . For the three months ended March 31, 2016 and 2015, the Company recognized $1.8 million and $1.4 million , respectively, of compensation expense associated with these awards. The following table contains information on restricted stock award activity for the three months ended March 31, 2016 : Number of Award Shares Outstanding at December 31, 2015 463,764 Granted 168,966 Released (151,245 ) Canceled — Outstanding at March 31, 2016 481,485 Performance-based restricted stock awards have a 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 MSCI US REIT index. As of March 31, 2016 , there was $17.9 million of total unrecognized compensation cost, which will be recognized over the performance-based restricted stock awards' remaining weighted average vesting period of 2.06 years . For the three months ended March 31, 2016 , and 2015, the Company recognized $2.7 million and $2.2 million , respectively, of compensation expense associated with these awards. The following table contains information on performance-based restricted stock award activity for the three months ended March 31, 2016 : Number of Performance-Based Award Shares Outstanding at December 31, 2015 1,091,556 Granted 558,000 Released — Canceled — Outstanding at March 31, 2016 1,649,556 As of March 31, 2016 , there was $1.1 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 0.84 years . For the three months ended March 31, 2016 and 2015, the Company recognized $0.4 million and $1.8 million , respectively of compensation expense associated with these awards. In addition, the Company also recognized $18 thousand for the three months ended March 31, 2016 , relating to the 2016 first quarter $0.56 per share dividend paid on unvested PSUs. For the three months ended March 31, 2015 , the Company recognized $0.1 million relating to the 2015 first quarter $0.55 per share dividend 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. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents $ 61,561 $ 61,561 $ 41,875 $ 41,875 Deferred compensation plan assets 14,964 14,964 14,833 14,833 Loan receivable 27,813 27,813 29,350 29,350 Financial liabilities: Deferred compensation plan liabilities 15,446 15,446 14,866 14,866 Long-term debt Senior unsecured credit facility 448,000 440,160 490,000 479,612 Senior notes 2,050,000 2,084,925 2,050,000 2,014,750 |
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 months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 (in thousands) Video lottery $ 30,353 $ 31,241 Table game 4,716 4,810 Poker 314 328 Total gaming revenue, net of cash incentives $ 35,383 $ 36,379 |
Schedule of amounts included in promotional allowances | The amounts included in promotional allowances for the three months ended March 31, 2016 and 2015 are as follows: Three Months Ended March 31, 2016 2015 (in thousands) Food and beverage $ 1,349 $ 1,377 Other 32 10 Total promotional allowances $ 1,381 $ 1,387 |
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 months ended March 31, 2016 and 2015 are as follows: Three Months Ended March 31, 2016 2015 (in thousands) Food and beverage $ 534 $ 596 Other 14 3 Total cost of complimentary services $ 548 $ 599 |
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 months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 (in thousands) Determination of shares: Weighted-average common shares outstanding 116,671 113,666 Assumed conversion of dilutive employee stock-based awards 1,821 4,232 Assumed conversion of restricted stock 122 219 Assumed conversion of performance-based restricted stock awards 203 382 Diluted weighted-average common shares outstanding 118,817 118,499 |
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 months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 (in thousands, except per share data) Calculation of basic EPS: Net income $ 32,749 $ 33,131 Less: Net income allocated to participating securities (135 ) (151 ) Net income attributable to common shareholders $ 32,614 $ 32,980 Weighted-average common shares outstanding 116,671 113,666 Basic EPS $ 0.28 $ 0.29 Calculation of diluted EPS: Net income $ 32,749 $ 33,131 Diluted weighted-average common shares outstanding 118,817 118,499 Diluted EPS $ 0.27 $ 0.28 |
Schedule of restricted stock award activity | The following table contains information on restricted stock award activity for the three months ended March 31, 2016 : Number of Award Shares Outstanding at December 31, 2015 463,764 Granted 168,966 Released (151,245 ) Canceled — Outstanding at March 31, 2016 481,485 |
Schedule of performance-based restricted stock award activity | The following table contains information on performance-based restricted stock award activity for the three months ended March 31, 2016 : Number of Performance-Based Award Shares Outstanding at December 31, 2015 1,091,556 Granted 558,000 Released — Canceled — Outstanding at March 31, 2016 1,649,556 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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: March 31, December 31, (in thousands) Land and improvements $ 453,739 $ 453,739 Building and improvements 2,297,128 2,297,128 Construction in progress 7 — Total real estate investments 2,750,874 2,750,867 Less accumulated depreciation (684,498 ) (660,808 ) Real estate investments, net $ 2,066,376 $ 2,090,059 |
Property and Equipment Used i25
Property and Equipment Used in Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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: March 31, December 31, (in thousands) Land and improvements $ 31,187 $ 31,187 Building and improvements 117,284 117,314 Furniture, fixtures, and equipment 112,553 112,227 Construction in progress 314 354 Total property and equipment 261,338 261,082 Less accumulated depreciation (134,583 ) (131,335 ) Property and equipment, net $ 126,755 $ 129,747 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt is as follows: March 31, December 31, (in thousands) Senior unsecured credit facility $ 448,000 $ 490,000 $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 1,365 1,389 Total long-term debt 2,499,365 2,541,389 Less: unamortized debt issuance costs (30,380 ) (31,048 ) Total long-term debt, net of unamortized debt issuance costs 2,468,985 2,510,341 Less current maturities of long-term debt (104 ) (102 ) Long-term debt, net of current maturities $ 2,468,881 $ 2,510,239 |
Schedule of future minimum repayments of long-term debt | The following is a schedule of future minimum repayments of long-term debt as of March 31, 2016 (in thousands): Within one year $ 104 2-3 years 998,223 4-5 years 1,000,245 Over 5 years 500,793 Total minimum payments $ 2,499,365 |
Dividends (Tables)
Dividends (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Dividends Declared | The following table lists the dividends declared and paid by the Company during the three months ended March 31, 2016 and 2015 : Declaration Date Shareholder Record Date Securities Class Dividend Per Share Period Covered Distribution Date Dividend Amount (in thousands) 2016 January 29, 2016 February 22, 2016 Common Stock $ 0.56 First Quarter 2016 March 25, 2016 $ 65,345 2015 February 3, 2015 March 10, 2015 Common Stock $ 0.545 First Quarter 2015 March 27, 2015 $ 62,072 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 Three Months Ended March 31, 2015 (in thousands) GLP Capital TRS Properties Eliminations (1) Total GLP Capital TRS Properties Eliminations (1) Total Net revenues $ 112,042 $ 36,778 $ — $ 148,820 $ 110,898 $ 37,807 $ — $ 148,705 Income from operations 60,770 6,867 — 67,637 57,600 7,200 — 64,800 Interest, net 32,884 2,601 (2,601 ) 32,884 28,968 2,600 (2,601 ) 28,967 Income before income taxes 30,487 4,266 — 34,753 31,233 4,600 — 35,833 Income tax expense 386 1,618 — 2,004 810 1,892 — 2,702 Net income 30,101 2,648 — 32,749 30,423 2,708 — 33,131 Depreciation 24,212 2,871 — 27,083 24,393 3,018 — 27,411 Capital project expenditures, net of reimbursements 164 101 — 265 609 5,031 — 5,640 Capital maintenance expenditures — 362 — 362 — 951 — 951 (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) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental disclosures of cash flow information is as follows: Three Months Ended March 31, 2016 2015 (in thousands) Cash paid for income taxes, net of refunds received $ 234 $ — Cash paid for interest 2,569 2,615 |
Supplementary Condensed Conso30
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 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. At March 31, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,932,368 $ 134,008 $ — $ 2,066,376 Property and equipment, used in operations, net — 24,129 102,626 — 126,755 Cash and cash equivalents — 23,592 37,969 — 61,561 Prepaid expenses — 5,679 1,023 660 7,362 Other current assets — 55,059 3,317 — 58,376 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $9,500 at March 31, 2016 — — — — — Loan receivable — — 27,813 — 27,813 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (258,814 ) 190,496 (55,975 ) 124,293 — Deferred tax assets, non-current — — 2,500 — 2,500 Other assets — 256 132 — 388 Total assets $ (258,814 ) $ 2,425,174 $ 338,511 $ (68,642 ) $ 2,436,229 Liabilities Accounts payable $ — $ 349 $ 141 $ — $ 490 Accrued expenses — 7,684 4,659 — 12,343 Accrued interest — 42,848 — — 42,848 Accrued salaries and wages — 3,415 1,681 — 5,096 Gaming, property, and other taxes — 22,246 3,105 — 25,351 Income taxes — 112 (772 ) 660 — Current maturities of long-term debt — 104 — — 104 Other current liabilities — 17,014 1,376 — 18,390 Long-term debt, net of current maturities and unamortized debt issuance costs — 2,468,881 — — 2,468,881 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 121,335 — — 121,335 Deferred tax liabilities, non-current — — 206 — 206 Total liabilities — 2,683,988 203,991 (192,935 ) 2,695,044 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2016) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 117,027,925 shares issued at March 31, 2016) 1,170 1,170 1,170 (2,340 ) 1,170 Additional paid-in capital 962,826 962,828 1,105,718 (2,068,546 ) 962,826 Retained (deficit) earnings (1,222,810 ) (1,222,812 ) (972,368 ) 2,195,179 (1,222,811 ) Total shareholders’ (deficit) equity (258,814 ) (258,814 ) 134,520 124,293 (258,815 ) Total liabilities and shareholders’ (deficit) equity $ (258,814 ) $ 2,425,174 $ 338,511 $ (68,642 ) $ 2,436,229 Three months ended March 31, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 96,672 $ 3,543 $ — $ 100,215 Real estate taxes paid by tenants — 11,315 512 — 11,827 Total rental revenue — 107,987 4,055 — 112,042 Gaming — — 35,383 — 35,383 Food, beverage and other — — 2,776 — 2,776 Total revenues — 107,987 42,214 — 150,201 Less promotional allowances — — (1,381 ) — (1,381 ) Net revenues — 107,987 40,833 — 148,820 Operating expenses Gaming — — 18,934 — 18,934 Food, beverage and other — — 2,053 — 2,053 Real estate taxes — 11,320 887 — 12,207 General and administrative — 15,228 5,678 — 20,906 Depreciation — 23,451 3,632 — 27,083 Total operating expenses — 49,999 31,184 — 81,183 Income from operations — 57,988 9,649 — 67,637 Other income (expenses) Interest expense — (33,401 ) — — (33,401 ) Interest income — — 517 — 517 Intercompany dividends and interest — 9,744 5,399 (15,143 ) — Total other income (expenses) — (23,657 ) 5,916 (15,143 ) (32,884 ) Income (loss) before income taxes — 34,331 15,565 (15,143 ) 34,753 Income tax expense — 386 1,618 — 2,004 Net income (loss) $ — $ 33,945 $ 13,947 $ (15,143 ) $ 32,749 Three months ended March 31, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 33,945 $ 13,947 $ (15,143 ) $ 32,749 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation — 23,451 3,632 — 27,083 Amortization of debt issuance costs — 5,582 — — 5,582 Gains on dispositions of property — — (15 ) — (15 ) Deferred income taxes — — (79 ) — (79 ) Stock-based compensation — 4,572 — — 4,572 Straight-line rent adjustments — 13,956 — — 13,956 (Increase) decrease, Prepaid expenses and other current assets — 1,313 274 2,262 3,849 Other assets — — (1 ) — (1 ) Intercompany — (579 ) 579 — — Increase (decrease), Accounts payable — 181 (136 ) — 45 Accrued expenses — (803 ) (184 ) — (987 ) Accrued interest — 25,225 — — 25,225 Accrued salaries and wages — (7,313 ) (1,310 ) — (8,623 ) Gaming, property and other taxes — (40 ) (161 ) — (201 ) Income taxes — 152 2,110 (2,262 ) — Other current and non-current liabilities — 713 (10 ) — 703 Net cash provided by (used in) operating activities — 100,355 18,646 (15,143 ) 103,858 Investing activities Capital project expenditures, net of reimbursements — (164 ) (101 ) — (265 ) Capital maintenance expenditures — — (362 ) — (362 ) Proceeds from sale of property and equipment — — 233 — 233 Principal payments on loan receivable — — 1,537 — 1,537 Net cash (used in) provided by investing activities — (164 ) 1,307 — 1,143 Financing activities Dividends paid (65,670 ) — — — (65,670 ) Proceeds from exercise of options 23,089 — — — 23,089 Financing costs — (709 ) — — (709 ) Payments of long-term debt — (42,025 ) — — (42,025 ) Intercompany financing 42,581 (42,581 ) (15,143 ) 15,143 — Net cash (used in) provided by financing activities — (85,315 ) (15,143 ) 15,143 (85,315 ) Net increase in cash and cash equivalents — 14,876 4,810 — 19,686 Cash and cash equivalents at beginning of period — 8,716 33,159 — 41,875 Cash and cash equivalents at end of period $ — $ 23,592 $ 37,969 $ — $ 61,561 At December 31, 2015 Condensed Consolidating Balance Sheet Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,955,290 $ 134,769 $ — $ 2,090,059 Property and equipment, used in operations, net — 24,494 105,253 — 129,747 Cash and cash equivalents — 8,716 33,159 — 41,875 Prepaid expenses — 3,768 1,218 2,922 7,908 Other current assets — 54,838 2,883 — 57,721 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $5,937 at December 31, 2015 — 3,563 — — 3,563 Loan receivable — — 29,350 — 29,350 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (253,514 ) 191,112 (46,418 ) 108,820 — Deferred tax assets, non-current — — 2,554 (107 ) 2,447 Other assets — 256 131 — 387 Total assets $ (253,514 ) $ 2,435,632 $ 347,997 $ (81,960 ) $ 2,448,155 Liabilities Accounts payable $ — $ 127 $ 279 $ — $ 406 Accrued expenses — 4,737 4,843 — 9,580 Accrued interest — 17,623 — — 17,623 Accrued salaries and wages — 10,728 2,991 — 13,719 Gaming, property, and other taxes — 21,949 2,753 — 24,702 Income taxes — (41 ) (2,881 ) 2,922 — Current maturities of long-term debt — 102 — — 102 Other current liabilities — 16,303 1,384 — 17,687 Long-term debt, net of current maturities and unamortized debt issuance costs — 2,510,239 — — 2,510,239 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 107,379 — — 107,379 Deferred tax liabilities, non-current — — 339 (107 ) 232 Total liabilities — 2,689,146 203,303 (190,780 ) 2,701,669 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2015) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 115,594,321 shares issued at December 31, 2015) 1,156 1,156 1,156 (2,312 ) 1,156 Additional paid-in capital 935,220 935,221 1,088,058 (2,023,279 ) 935,220 Retained (deficit) earnings (1,189,890 ) (1,189,891 ) (944,520 ) 2,134,411 (1,189,890 ) Total shareholders’ (deficit) equity (253,514 ) (253,514 ) 144,694 108,820 (253,514 ) Total liabilities and shareholders’ (deficit) equity $ (253,514 ) $ 2,435,632 $ 347,997 $ (81,960 ) $ 2,448,155 Three months ended March 31, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 94,048 $ 3,500 $ — $ 97,548 Real estate taxes paid by tenants — 12,827 523 — 13,350 Total rental revenue — 106,875 4,023 — 110,898 Gaming — — 36,379 — 36,379 Food, beverage and other — — 2,815 — 2,815 Total revenues — 106,875 43,217 — 150,092 Less promotional allowances — — (1,387 ) — (1,387 ) Net revenues — 106,875 41,830 — 148,705 Operating expenses Gaming — — 19,016 — 19,016 Food, beverage and other — — 2,184 — 2,184 Real estate taxes — 12,827 928 — 13,755 General and administrative — 15,556 5,983 — 21,539 Depreciation — 23,632 3,779 — 27,411 Total operating expenses — 52,015 31,890 — 83,905 Income from operations — 54,860 9,940 — 64,800 Other income (expenses) Interest expense — (29,562 ) — — (29,562 ) Interest income — 10 585 — 595 Intercompany dividends and interest — 10,086 400 (10,486 ) — Total other income (expenses) — (19,466 ) 985 (10,486 ) (28,967 ) Income (loss) before income taxes — 35,394 10,925 (10,486 ) 35,833 Income tax expense — 810 1,892 — 2,702 Net income (loss) $ — $ 34,584 $ 9,033 $ (10,486 ) $ 33,131 Three months ended March 31, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 34,584 $ 9,033 $ (10,486 ) $ 33,131 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation — 23,632 3,779 — 27,411 Amortization of debt issuance costs — 2,020 — — 2,020 Losses on dispositions of property — — 1 — 1 Deferred income taxes — — (386 ) — (386 ) Stock-based compensation — 4,394 — — 4,394 Straight-line rent adjustments — 13,956 — — 13,956 (Increase) decrease, Prepaid expenses and other current assets — (593 ) 1,431 — 838 Other assets — — — — — Intercompany — 2,365 (2,365 ) — — (Decrease) increase, 0 0 0 Accounts payable — (1,800 ) 455 — (1,345 ) Accrued expenses — 408 7 — 415 Accrued interest — 24,903 — — 24,903 Accrued salaries and wages — (5,730 ) (464 ) — (6,194 ) Gaming, property and other taxes — (613 ) 207 — (406 ) Income taxes — 847 725 — 1,572 Other current and non-current liabilities — 532 (83 ) — 449 Net cash provided by (used in) operating activities — 98,905 12,340 (10,486 ) 100,759 Investing activities Capital project expenditures, net of reimbursements — (609 ) (5,031 ) — (5,640 ) Capital maintenance expenditures — — (951 ) — (951 ) Proceeds from sale of property and equipment — — 5 — 5 Principal payments on loan receivable — — 538 — 538 Other investing activities — (36 ) — — (36 ) Net cash used in investing activities — (645 ) (5,439 ) — (6,084 ) Financing activities Dividends paid (62,651 ) — — — (62,651 ) Proceeds from exercise of options 10,394 — — — 10,394 Financing costs — — — — — Payments of long-term debt — (33,024 ) — — (33,024 ) Intercompany financing 49,614 (49,666 ) (10,434 ) 10,486 — Net cash (used in) provided by financing activities (2,643 ) (82,690 ) (10,434 ) 10,486 (85,281 ) Net (decrease) increase in cash and cash equivalents (2,643 ) 15,570 (3,533 ) — 9,394 Cash and cash equivalents at beginning of period 2,643 4,450 28,880 — 35,973 Cash and cash equivalents at end of period $ — $ 20,020 $ 25,347 $ — $ 45,367 |
Business and Operations (Detail
Business and Operations (Details) | Mar. 25, 2016extension | Mar. 31, 2016statepropertyrenewaloption |
Business 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 | |
Penn National Gaming Inc [Member] | ||
Business 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 | |
Lessor leasing arrangements, operating leases, term of contract including all reasonably assured renewal periods | 35 years | |
Pinnacle Entertainment, Inc. [Member] | ||
Business and Operations | ||
Lessor leasing arrangements, operating leases, term of contract including all reasonably assured renewal periods | 35 years | |
Pinnacle Entertainment, Inc. [Member] | ||
Business and Operations | ||
Conversion ratio of shares of acquiree to acquirer | 0.85 | |
Number of extensions for the closing date | extension | 1 | |
Duration of extension to the closing date | 2 months |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Fair Value of Financial Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents | $ 61,561 | $ 41,875 |
Deferred compensation plan assets | 14,964 | 14,833 |
Loans receivable | 27,813 | 29,350 |
Financial liabilities: | ||
Deferred compensation plan liabilities | 15,446 | 14,866 |
Senior unsecured credit facility | 448,000 | 490,000 |
Senior notes | 2,050,000 | 2,050,000 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents | 61,561 | 41,875 |
Deferred compensation plan assets | 14,964 | 14,833 |
Loans receivable | 27,813 | 29,350 |
Financial liabilities: | ||
Deferred compensation plan liabilities | 15,446 | 14,866 |
Senior unsecured credit facility | 440,160 | 479,612 |
Senior notes | $ 2,084,925 | $ 2,014,750 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Revenue Recognition and Promotional Allowances) (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016propertyrenewaloption | |
Revenue Recognition and Promotional Allowances | |
Number of real estate properties | 19 |
Properties Not Subject To Master Lease Agreement | |
Revenue Recognition and Promotional Allowances | |
Number of real estate properties | 1 |
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 |
Lessor leasing arrangements, operating leases, term of contract including all reasonably assured renewal periods | 35 years |
Operating lease, initial term of contract | 15 years |
Operating leases, number of renewal options | renewaloption | 4 |
Operating lease, renewal term | 5 years |
Penn National Gaming Inc [Member] | |
Revenue Recognition and Promotional Allowances | |
Number of real estate properties | 18 |
Annual rent escalator | 2.00% |
Lessor leasing arrangements, operating leases, term of contract including all reasonably assured renewal periods | 35 years |
Operating lease, initial term of contract | 15 years |
Operating leases, number of renewal options | renewaloption | 4 |
Operating lease, renewal term | 5 years |
Penn National Gaming Inc [Member] | 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 |
Penn National Gaming Inc [Member] | 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% |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Revenue Recognition and Promotional Allowances) (Tables) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue Recognition and Promotional Allowances | ||
Gaming revenue, net of cash incentives | $ 35,383 | $ 36,379 |
Promotional allowances | 1,381 | 1,387 |
Cost of Complimentary Services | 548 | 599 |
Video lottery | ||
Revenue Recognition and Promotional Allowances | ||
Gaming revenue, net of cash incentives | 30,353 | 31,241 |
Table game | ||
Revenue Recognition and Promotional Allowances | ||
Gaming revenue, net of cash incentives | 4,716 | 4,810 |
Poker | ||
Revenue Recognition and Promotional Allowances | ||
Gaming revenue, net of cash incentives | 314 | 328 |
Food and beverage | ||
Revenue Recognition and Promotional Allowances | ||
Promotional allowances | 1,349 | 1,377 |
Cost of Complimentary Services | 534 | 596 |
Other | ||
Revenue Recognition and Promotional Allowances | ||
Promotional allowances | 32 | 10 |
Cost of Complimentary Services | $ 14 | $ 3 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Gaming and Admission Taxes) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Gaming and Admission Taxes | ||
Gaming and admission taxes | $ 14.7 | $ 14.9 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Earnings Per Share) (Weighted Average Shares Outstanding) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||
Weighted-average common shares outstanding | 116,671 | 113,666 |
Diluted weighted-average common shares outstanding | 118,817 | 118,499 |
Employee stock option | ||
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||
Dilutive securities | 1,821 | 4,232 |
Restricted stock awards | ||
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||
Dilutive securities | 122 | 219 |
Performance Shares | ||
Schedule of Basic And Diluted Weighted Average Common Shares Outstanding [Line Items] | ||
Dilutive securities | 203 | 382 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Earnings per Share) (EPS Calculations) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Anti-dilutive securities, options to purchase common stock outstanding (in shares) | 257,321 | 15,529 |
Calculation of basic EPS: | ||
Net income | $ 32,749 | $ 33,131 |
Less: Net income allocated to participating securities | (135) | (151) |
Net income attributable to common shareholders | $ 32,614 | $ 32,980 |
Weighted-average common shares outstanding | 116,671,000 | 113,666,000 |
Basic EPS (in dollars per share) | $ 0.28 | $ 0.29 |
Calculation of diluted EPS: | ||
Net income | $ 32,749 | $ 33,131 |
Diluted weighted-average common shares outstanding | 118,817,000 | 118,499,000 |
Diluted EPS (in dollars per share) | $ 0.27 | $ 0.28 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Stock-Based Compensation) (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock-based compensation | ||
Dividends paid per common share (in dollars per share) | $ 0.56 | $ 0.55 |
Employee stock option | ||
Stock-based compensation | ||
Total unrecognized compensation cost | $ 0 | |
Recognized compensation expense | 20,000 | $ 700,000 |
Additional compensation expense related to dividend | 2,300,000 | 2,900,000 |
Restricted stock awards | ||
Stock-based compensation | ||
Total unrecognized compensation cost | 11,500,000 | |
Recognized compensation expense | $ 1,800,000 | 1,400,000 |
Remaining weighted average vesting period for recognition of unrecognized compensation cost | 1 year 10 months 7 days | |
Performance Shares | ||
Stock-based compensation | ||
Total unrecognized compensation cost | $ 17,900,000 | |
Recognized compensation expense | $ 2,700,000 | 2,200,000 |
Remaining weighted average vesting period for recognition of unrecognized compensation cost | 2 years 22 days | |
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 | $ 1,100,000 | |
Recognized compensation expense | 400,000 | 1,800,000 |
Additional compensation expense related to dividend | $ 18,000 | $ 100,000 |
Remaining weighted average vesting period for recognition of unrecognized compensation cost | 10 months 3 days | |
End Of Measurement Period Vesting | Performance Shares | ||
Stock-based compensation | ||
Vesting period | 3 years |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Stock-Based Compensation) (Restricted Stock Activity) (Details) - Restricted stock awards | 3 Months Ended |
Mar. 31, 2016shares | |
Restricted Stock Awards Activity [Roll Forward] | |
Outstanding at the beginning of the period (in shares) | 463,764 |
Granted (in shares) | 168,966 |
Released (in shares) | (151,245) |
Canceled (in shares) | 0 |
Outstanding at the end of the period (in shares) | 481,485 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies (Stock-Based Compensation) (Performance-Based Awards) (Details) - Performance Shares | 3 Months Ended |
Mar. 31, 2016shares | |
Performance-Based Restricted Stock Awards Activity [Roll Forward] | |
Outstanding at the beginning of the period (in shares) | 1,091,556 |
Granted (in shares) | 558,000 |
Released (in shares) | 0 |
Canceled (in shares) | 0 |
Outstanding at the end of the period (in shares) | 1,649,556 |
Acquisitions (Details)
Acquisitions (Details) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2014USD ($) | Mar. 31, 2016USD ($)renewaloption | Dec. 31, 2015USD ($) | |
Acquisitions | |||
Loan receivable | $ 27,813,000 | $ 29,350,000 | |
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% | ||
Mandatory Quarterly Principal Payment Due on Term Loan to Third Party, Percent | 1.25% | ||
Loan receivable | $ 27,800,000 |
Real Estate Investments (Detail
Real Estate Investments (Details) $ in Thousands | Mar. 31, 2016USD ($)property | Dec. 31, 2015USD ($) |
Real estate investments | ||
Number of real estate properties | property | 19 | |
Total real estate investments | $ 2,750,874 | $ 2,750,867 |
Less accumulated depreciation | (684,498) | (660,808) |
Real estate investments, net | 2,066,376 | 2,090,059 |
Land and improvements | ||
Real estate investments | ||
Total real estate investments | 453,739 | 453,739 |
Building and improvements | ||
Real estate investments | ||
Total real estate investments | 2,297,128 | 2,297,128 |
Construction in progress | ||
Real estate investments | ||
Total real estate investments | $ 7 | $ 0 |
Property and Equipment Used i43
Property and Equipment Used in Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 261,338 | $ 261,082 |
Less accumulated depreciation | (134,583) | (131,335) |
Property and equipment, net | 126,755 | 129,747 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 31,187 | 31,187 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 117,284 | 117,314 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 112,553 | 112,227 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 314 | $ 354 |
Long-term Debt (Schedule of Deb
Long-term Debt (Schedule of Debt) (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Long-term debt | ||
Long-term debt, gross | $ 2,499,365,000 | $ 2,541,389,000 |
Unamortized debt issuance costs | (30,380,000) | (31,048,000) |
Total Long-term debt | 2,468,985,000 | 2,510,341,000 |
Current maturities of long-term debt | (104,000) | (102,000) |
Long-term debt, net of current maturities and unamortized debt issuance costs | 2,468,881,000 | 2,510,239,000 |
$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 | $ 448,000,000 | 490,000,000 |
Capital lease | ||
Long-term debt | ||
Total Long-term debt | $ 1,365,000 | $ 1,389,000 |
Long-term Debt (Maturities of L
Long-term Debt (Maturities of Long-Term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Future minimum repayments of long-term debt | ||
Within one year | $ 104 | |
2 - 3 years | 998,223 | |
4 - 5 years | 1,000,245 | |
Over 5 years | 500,793 | |
Long-term debt | $ 2,499,365 | $ 2,541,389 |
Long-term Debt - Senior Unsecur
Long-term Debt - Senior Unsecured Credit Facility (Narrative) (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 |
Long-term debt | |||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 | ||
Long-term debt | 2,468,985,000 | $ 2,510,341,000 | |
Letters of credit outstanding, amount | 900,000 | ||
Available borrowing capacity | 551,100,000 | ||
Senior unsecured credit facility | |||
Long-term debt | |||
Long-term debt | 448,000,000 | $ 490,000,000 | |
Revolving credit facility | |||
Long-term debt | |||
Line of credit facility, maximum borrowing capacity | 700,000,000 | ||
Outstanding balance on credit facility | 148,000,000 | ||
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 | ||
Term Loan A -1 Facility [Member] | |||
Long-term debt | |||
Line of credit facility, increase in borrowing capacity | $ 825,000,000 |
Long-term Debt - Senior Unsec47
Long-term Debt - Senior Unsecured Notes (Narrative) (Details) | Mar. 31, 2016 |
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) | 3 Months Ended |
Mar. 31, 2016 | |
Capital lease | |
Long-term debt | |
Debt instrument, term | 30 years |
Long-term Debt Long-term Debt -
Long-term Debt Long-term Debt - Bridge Facility (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Line of Credit Facility [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 |
Bridge Facility [Member] | Bridge Loan [Member] | |
Line of Credit Facility [Line Items] | |
Line of credit facility, maximum borrowing capacity | $ 1,875,000,000 |
Debt instrument, term | 364 days |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 25, 2016 | Jan. 29, 2016 | Mar. 27, 2015 | Feb. 03, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Equity [Abstract] | ||||||
Dividends payable, date declared | Jan. 29, 2016 | Feb. 3, 2015 | ||||
Dividends payable, date of record | Feb. 22, 2016 | Mar. 10, 2015 | ||||
Dividends declared per common share (in dollars per share) | $ 0.56 | $ 0.545 | ||||
Dividends paid per common share (in dollars per share) | $ 0.56 | $ 0.55 | ||||
Dividends payable, date to be paid | Mar. 25, 2016 | Mar. 27, 2015 | ||||
Payments of dividends, common stock | $ 65,345 | $ 62,072 | ||||
Dividends, share-based compensation | $ 300 | $ 600 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)segment | Mar. 31, 2015USD ($) | ||
Segment information | |||
Number of Reportable Segments | segment | 2 | ||
Net revenues | $ 148,820 | $ 148,705 | |
Income from operations | 67,637 | 64,800 | |
Interest, net | 32,884 | 28,967 | |
Income before income taxes | 34,753 | 35,833 | |
Income tax expense | 2,004 | 2,702 | |
Net income | 32,749 | 33,131 | |
Depreciation | 27,083 | 27,411 | |
Capital project expenditures, net of reimbursements | 265 | 5,640 | |
Capital maintenance expenditures | 362 | 951 | |
Eliminations | |||
Segment information | |||
Net revenues | 0 | 0 | |
Income from operations | 0 | 0 | |
Interest, net | [1] | (2,601) | (2,601) |
Income before income taxes | 0 | 0 | |
Income tax expense | 0 | 0 | |
Net income | 0 | 0 | |
Depreciation | 0 | 0 | |
Capital project expenditures, net of reimbursements | 0 | 0 | |
Capital maintenance expenditures | 0 | 0 | |
GLP Capital | |||
Segment information | |||
Net revenues | 112,042 | 110,898 | |
Income from operations | 60,770 | 57,600 | |
Interest, net | 32,884 | 28,968 | |
Income before income taxes | 30,487 | 31,233 | |
Income tax expense | 386 | 810 | |
Net income | 30,101 | 30,423 | |
Depreciation | 24,212 | 24,393 | |
Capital project expenditures, net of reimbursements | 164 | 609 | |
Capital maintenance expenditures | 0 | 0 | |
TRS Properties | |||
Segment information | |||
Net revenues | 36,778 | 37,807 | |
Income from operations | 6,867 | 7,200 | |
Interest, net | 2,601 | 2,600 | |
Income before income taxes | 4,266 | 4,600 | |
Income tax expense | 1,618 | 1,892 | |
Net income | 2,648 | 2,708 | |
Depreciation | 2,871 | 3,018 | |
Capital project expenditures, net of reimbursements | 101 | 5,031 | |
Capital maintenance expenditures | $ 362 | $ 951 | |
[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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for income taxes, net of refunds | $ 234 | $ 0 |
Cash paid for interest | $ 2,569 | $ 2,615 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Wyomissing Professional Center Inc | Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Amounts of transaction | $ 39,000 | |
CB Consulting Group LLC | Chairman of the Board and Chief Executive Officer's Son | ||
Related Party Transaction [Line Items] | ||
Amounts of transaction | $ 0 | |
Percentage of construction cost paid to Construction Manager for management services | 3.00% | |
Wyomissing Professional Center Owners' Association [Member] | Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Amounts of transaction | $ 5,500 |
Supplementary Condensed Conso54
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Balance Sheet) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Assets | ||||
Real estate investments, net | $ 2,066,376 | $ 2,090,059 | ||
Property and equipment, used in operations, net | 126,755 | 129,747 | ||
Cash and cash equivalents | 61,561 | 41,875 | $ 45,367 | $ 35,973 |
Prepaid expenses | 7,362 | 7,908 | ||
Other current assets | 58,376 | 57,721 | ||
Goodwill | 75,521 | 75,521 | ||
Other intangible assets | 9,577 | 9,577 | ||
Debt issuance costs, net of accumulated amortization of $9,500 and $5,937 at March 31, 2016 and December 31, 2015, respectively | 0 | 3,563 | ||
Loan receivable | 27,813 | 29,350 | ||
Intercompany loan receivable | 0 | 0 | ||
Intercompany transactions and investment in subsidiaries | 0 | 0 | ||
Deferred tax assets, non-current | 2,500 | 2,447 | ||
Other assets | 388 | 387 | ||
Total assets | 2,436,229 | 2,448,155 | ||
Liabilities | ||||
Accounts payable | 490 | 406 | ||
Accrued expenses | 12,343 | 9,580 | ||
Accrued interest | 42,848 | 17,623 | ||
Accrued salaries and wages | 5,096 | 13,719 | ||
Gaming, property, and other taxes | 25,351 | 24,702 | ||
Income taxes | 0 | 0 | ||
Current maturities of long-term debt | 104 | 102 | ||
Other current liabilities | 18,390 | 17,687 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 2,468,881 | 2,510,239 | ||
Intercompany loan payable | 0 | 0 | ||
Deferred rental revenue | 121,335 | 107,379 | ||
Deferred tax liabilities, non-current | 206 | 232 | ||
Total liabilities | 2,695,044 | 2,701,669 | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 117,027,925 and 115,594,321 shares issued at March 31, 2016 and December 31, 2015, respectively) | 1,170 | 1,156 | ||
Additional paid-in capital | 962,826 | 935,220 | ||
Retained deficit | (1,222,811) | (1,189,890) | ||
Total shareholders’ deficit | (258,815) | (253,514) | ||
Total liabilities and shareholders’ deficit | 2,436,229 | 2,448,155 | ||
Debt issuance costs, accumulated amortization | $ 9,500 | $ 5,937 | ||
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 | 117,027,925 | 115,594,321 | ||
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 | 660 | 2,922 | ||
Other current assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets | 0 | 0 | ||
Debt issuance costs, net of accumulated amortization of $9,500 and $5,937 at March 31, 2016 and December 31, 2015, respectively | 0 | 0 | ||
Loan receivable | 0 | 0 | ||
Intercompany loan receivable | (193,595) | (193,595) | ||
Intercompany transactions and investment in subsidiaries | 124,293 | 108,820 | ||
Deferred tax assets, non-current | 0 | (107) | ||
Other assets | 0 | 0 | ||
Total assets | (68,642) | (81,960) | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 0 | 0 | ||
Gaming, property, and other taxes | 0 | 0 | ||
Income taxes | 660 | 2,922 | ||
Current maturities of long-term debt | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 0 | 0 | ||
Intercompany loan payable | (193,595) | (193,595) | ||
Deferred rental revenue | 0 | 0 | ||
Deferred tax liabilities, non-current | 0 | (107) | ||
Total liabilities | (192,935) | (190,780) | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 117,027,925 and 115,594,321 shares issued at March 31, 2016 and December 31, 2015, respectively) | (2,340) | (2,312) | ||
Additional paid-in capital | (2,068,546) | (2,023,279) | ||
Retained deficit | 2,195,179 | 2,134,411 | ||
Total shareholders’ deficit | 124,293 | 108,820 | ||
Total liabilities and shareholders’ deficit | $ (68,642) | (81,960) | ||
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 | 0 | ||
Cash and cash equivalents | 0 | 0 | 0 | 2,643 |
Prepaid expenses | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets | 0 | 0 | ||
Debt issuance costs, net of accumulated amortization of $9,500 and $5,937 at March 31, 2016 and December 31, 2015, respectively | 0 | 0 | ||
Loan receivable | 0 | 0 | ||
Intercompany loan receivable | 0 | 0 | ||
Intercompany transactions and investment in subsidiaries | (258,814) | (253,514) | ||
Deferred tax assets, non-current | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets | (258,814) | (253,514) | ||
Liabilities | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 0 | 0 | ||
Gaming, property, and other taxes | 0 | 0 | ||
Income taxes | 0 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 0 | 0 | ||
Intercompany loan payable | 0 | 0 | ||
Deferred rental revenue | 0 | 0 | ||
Deferred tax liabilities, non-current | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 117,027,925 and 115,594,321 shares issued at March 31, 2016 and December 31, 2015, respectively) | 1,170 | 1,156 | ||
Additional paid-in capital | 962,826 | 935,220 | ||
Retained deficit | (1,222,810) | (1,189,890) | ||
Total shareholders’ deficit | (258,814) | (253,514) | ||
Total liabilities and shareholders’ deficit | $ (258,814) | $ (253,514) | ||
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 | 117,027,925 | 115,594,321 | ||
Subsidiary Issuers | ||||
Assets | ||||
Real estate investments, net | $ 1,932,368 | $ 1,955,290 | ||
Property and equipment, used in operations, net | 24,129 | 24,494 | ||
Cash and cash equivalents | 23,592 | 8,716 | 20,020 | 4,450 |
Prepaid expenses | 5,679 | 3,768 | ||
Other current assets | 55,059 | 54,838 | ||
Goodwill | 0 | 0 | ||
Other intangible assets | 0 | 0 | ||
Debt issuance costs, net of accumulated amortization of $9,500 and $5,937 at March 31, 2016 and December 31, 2015, respectively | 0 | 3,563 | ||
Loan receivable | 0 | 0 | ||
Intercompany loan receivable | 193,595 | 193,595 | ||
Intercompany transactions and investment in subsidiaries | 190,496 | 191,112 | ||
Deferred tax assets, non-current | 0 | 0 | ||
Other assets | 256 | 256 | ||
Total assets | 2,425,174 | 2,435,632 | ||
Liabilities | ||||
Accounts payable | 349 | 127 | ||
Accrued expenses | 7,684 | 4,737 | ||
Accrued interest | 42,848 | 17,623 | ||
Accrued salaries and wages | 3,415 | 10,728 | ||
Gaming, property, and other taxes | 22,246 | 21,949 | ||
Income taxes | 112 | (41) | ||
Current maturities of long-term debt | 104 | 102 | ||
Other current liabilities | 17,014 | 16,303 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 2,468,881 | 2,510,239 | ||
Intercompany loan payable | 0 | 0 | ||
Deferred rental revenue | 121,335 | 107,379 | ||
Deferred tax liabilities, non-current | 0 | 0 | ||
Total liabilities | 2,683,988 | 2,689,146 | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 117,027,925 and 115,594,321 shares issued at March 31, 2016 and December 31, 2015, respectively) | 1,170 | 1,156 | ||
Additional paid-in capital | 962,828 | 935,221 | ||
Retained deficit | (1,222,812) | (1,189,891) | ||
Total shareholders’ deficit | (258,814) | (253,514) | ||
Total liabilities and shareholders’ deficit | 2,425,174 | 2,435,632 | ||
Debt issuance costs, accumulated amortization | 9,500 | 5,937 | ||
Other Subsidiary Non-Issuers | ||||
Assets | ||||
Real estate investments, net | 134,008 | 134,769 | ||
Property and equipment, used in operations, net | 102,626 | 105,253 | ||
Cash and cash equivalents | 37,969 | 33,159 | $ 25,347 | $ 28,880 |
Prepaid expenses | 1,023 | 1,218 | ||
Other current assets | 3,317 | 2,883 | ||
Goodwill | 75,521 | 75,521 | ||
Other intangible assets | 9,577 | 9,577 | ||
Debt issuance costs, net of accumulated amortization of $9,500 and $5,937 at March 31, 2016 and December 31, 2015, respectively | 0 | 0 | ||
Loan receivable | 27,813 | 29,350 | ||
Intercompany loan receivable | 0 | 0 | ||
Intercompany transactions and investment in subsidiaries | (55,975) | (46,418) | ||
Deferred tax assets, non-current | 2,500 | 2,554 | ||
Other assets | 132 | 131 | ||
Total assets | 338,511 | 347,997 | ||
Liabilities | ||||
Accounts payable | 141 | 279 | ||
Accrued expenses | 4,659 | 4,843 | ||
Accrued interest | 0 | 0 | ||
Accrued salaries and wages | 1,681 | 2,991 | ||
Gaming, property, and other taxes | 3,105 | 2,753 | ||
Income taxes | (772) | (2,881) | ||
Current maturities of long-term debt | 0 | 0 | ||
Other current liabilities | 1,376 | 1,384 | ||
Long-term debt, net of current maturities and unamortized debt issuance costs | 0 | 0 | ||
Intercompany loan payable | 193,595 | 193,595 | ||
Deferred rental revenue | 0 | 0 | ||
Deferred tax liabilities, non-current | 206 | 339 | ||
Total liabilities | 203,991 | 203,303 | ||
Shareholders’ deficit | ||||
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2016 and December 31, 2015) | 0 | 0 | ||
Common stock ($.01 par value, 500,000,000 shares authorized, 117,027,925 and 115,594,321 shares issued at March 31, 2016 and December 31, 2015, respectively) | 1,170 | 1,156 | ||
Additional paid-in capital | 1,105,718 | 1,088,058 | ||
Retained deficit | (972,368) | (944,520) | ||
Total shareholders’ deficit | 134,520 | 144,694 | ||
Total liabilities and shareholders’ deficit | $ 338,511 | $ 347,997 |
Supplementary Condensed Conso55
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Income Statement) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Rental | $ 100,215 | $ 97,548 |
Real estate taxes paid by tenants | 11,827 | 13,350 |
Total rental revenue | 112,042 | 110,898 |
Gaming | 35,383 | 36,379 |
Food, beverage and other | 2,776 | 2,815 |
Total revenues | 150,201 | 150,092 |
Less promotional allowances | (1,381) | (1,387) |
Net revenues | 148,820 | 148,705 |
Operating expenses | ||
Gaming | 18,934 | 19,016 |
Food, beverage and other | 2,053 | 2,184 |
Real estate taxes | 12,207 | 13,755 |
General and administrative | 20,906 | 21,539 |
Depreciation | 27,083 | 27,411 |
Total operating expenses | 81,183 | 83,905 |
Income from operations | 67,637 | 64,800 |
Other income (expenses) | ||
Interest expense | (33,401) | (29,562) |
Interest income | 517 | 595 |
Intercompany dividends and interest | 0 | 0 |
Total other expenses | (32,884) | (28,967) |
Income before income taxes | 34,753 | 35,833 |
Income tax expense | 2,004 | 2,702 |
Net income | 32,749 | 33,131 |
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 | (15,143) | (10,486) |
Total other expenses | (15,143) | (10,486) |
Income before income taxes | (15,143) | (10,486) |
Income tax expense | 0 | 0 |
Net income | (15,143) | (10,486) |
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 | 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 | 0 | 0 |
Total other expenses | 0 | 0 |
Income before income taxes | 0 | 0 |
Income tax expense | 0 | 0 |
Net income | 0 | 0 |
Subsidiary Issuers | ||
Revenues | ||
Rental | 96,672 | 94,048 |
Real estate taxes paid by tenants | 11,315 | 12,827 |
Total rental revenue | 107,987 | 106,875 |
Gaming | 0 | 0 |
Food, beverage and other | 0 | 0 |
Total revenues | 107,987 | 106,875 |
Less promotional allowances | 0 | 0 |
Net revenues | 107,987 | 106,875 |
Operating expenses | ||
Gaming | 0 | 0 |
Food, beverage and other | 0 | 0 |
Real estate taxes | 11,320 | 12,827 |
General and administrative | 15,228 | 15,556 |
Depreciation | 23,451 | 23,632 |
Total operating expenses | 49,999 | 52,015 |
Income from operations | 57,988 | 54,860 |
Other income (expenses) | ||
Interest expense | (33,401) | (29,562) |
Interest income | 0 | 10 |
Intercompany dividends and interest | 9,744 | 10,086 |
Total other expenses | (23,657) | (19,466) |
Income before income taxes | 34,331 | 35,394 |
Income tax expense | 386 | 810 |
Net income | 33,945 | 34,584 |
Other Subsidiary Non-Issuers | ||
Revenues | ||
Rental | 3,543 | 3,500 |
Real estate taxes paid by tenants | 512 | 523 |
Total rental revenue | 4,055 | 4,023 |
Gaming | 35,383 | 36,379 |
Food, beverage and other | 2,776 | 2,815 |
Total revenues | 42,214 | 43,217 |
Less promotional allowances | (1,381) | (1,387) |
Net revenues | 40,833 | 41,830 |
Operating expenses | ||
Gaming | 18,934 | 19,016 |
Food, beverage and other | 2,053 | 2,184 |
Real estate taxes | 887 | 928 |
General and administrative | 5,678 | 5,983 |
Depreciation | 3,632 | 3,779 |
Total operating expenses | 31,184 | 31,890 |
Income from operations | 9,649 | 9,940 |
Other income (expenses) | ||
Interest expense | 0 | 0 |
Interest income | 517 | 585 |
Intercompany dividends and interest | 5,399 | 400 |
Total other expenses | 5,916 | 985 |
Income before income taxes | 15,565 | 10,925 |
Income tax expense | 1,618 | 1,892 |
Net income | $ 13,947 | $ 9,033 |
Supplementary Condensed Conso56
Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers (Cash Flow) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net income | $ 32,749 | $ 33,131 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 27,083 | 27,411 |
Amortization of debt issuance costs | 5,582 | 2,020 |
(Gains) losses on dispositions of property | (15) | 1 |
Deferred income taxes | (79) | (386) |
Stock-based compensation | 4,572 | 4,394 |
Straight-line rent adjustments | 13,956 | 13,956 |
(Increase), decrease | ||
Prepaid expenses and other current assets | 3,849 | 838 |
Other assets | (1) | 0 |
Intercompany | 0 | 0 |
Increase, (decrease) | ||
Accounts payable | 45 | (1,345) |
Accrued expenses | (987) | 415 |
Accrued interest | 25,225 | 24,903 |
Accrued salaries and wages | (8,623) | (6,194) |
Gaming, property and other taxes | (201) | (406) |
Income taxes | 0 | 1,572 |
Other current and non-current liabilities | 703 | 449 |
Net cash provided by operating activities | 103,858 | 100,759 |
Investing activities | ||
Capital project expenditures, net of reimbursements | (265) | (5,640) |
Capital maintenance expenditures | (362) | (951) |
Proceeds from sale of property and equipment | 233 | 5 |
Principal payments on loan receivable | 1,537 | 538 |
Other investing activities | 0 | (36) |
Net cash provided by (used in) investing activities | 1,143 | (6,084) |
Financing activities | ||
Dividends paid | (65,670) | (62,651) |
Proceeds from exercise of options | 23,089 | 10,394 |
Financing costs | (709) | 0 |
Payments of long-term debt | (42,025) | (33,024) |
Intercompany financing | 0 | 0 |
Net cash used in financing activities | (85,315) | (85,281) |
Net increase in cash and cash equivalents | 19,686 | 9,394 |
Cash and cash equivalents at beginning of period | 41,875 | 35,973 |
Cash and cash equivalents at end of period | 61,561 | 45,367 |
Eliminations | ||
Operating activities | ||
Net income | (15,143) | (10,486) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 0 | 0 |
Amortization of debt issuance costs | 0 | 0 |
(Gains) losses on dispositions of property | 0 | 0 |
Deferred income taxes | 0 | 0 |
Stock-based compensation | 0 | 0 |
Straight-line rent adjustments | 0 | 0 |
(Increase), decrease | ||
Prepaid expenses and other current assets | 2,262 | 0 |
Other assets | 0 | 0 |
Intercompany | 0 | 0 |
Increase, (decrease) | ||
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 | (2,262) | 0 |
Other current and non-current liabilities | 0 | 0 |
Net cash provided by operating activities | (15,143) | (10,486) |
Investing activities | ||
Capital project expenditures, net of reimbursements | 0 | 0 |
Capital maintenance expenditures | 0 | 0 |
Proceeds from sale of property and equipment | 0 | 0 |
Principal payments on loan receivable | 0 | 0 |
Other investing activities | 0 | |
Net cash provided by (used in) investing activities | 0 | 0 |
Financing activities | ||
Dividends paid | 0 | 0 |
Proceeds from exercise of options | 0 | 0 |
Financing costs | 0 | 0 |
Payments of long-term debt | 0 | 0 |
Intercompany financing | 15,143 | 10,486 |
Net cash used in financing activities | 15,143 | 10,486 |
Net increase 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 |
Parent Guarantor | ||
Operating activities | ||
Net income | 0 | 0 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 0 | 0 |
Amortization of debt issuance costs | 0 | 0 |
(Gains) losses on dispositions of property | 0 | 0 |
Deferred income taxes | 0 | 0 |
Stock-based compensation | 0 | 0 |
Straight-line rent adjustments | 0 | 0 |
(Increase), decrease | ||
Prepaid expenses and other current assets | 0 | 0 |
Other assets | 0 | 0 |
Intercompany | 0 | 0 |
Increase, (decrease) | ||
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 | 0 |
Other current and non-current liabilities | 0 | 0 |
Net cash provided by operating activities | 0 | 0 |
Investing activities | ||
Capital project expenditures, net of reimbursements | 0 | 0 |
Capital maintenance expenditures | 0 | 0 |
Proceeds from sale of property and equipment | 0 | 0 |
Principal payments on loan receivable | 0 | 0 |
Other investing activities | 0 | |
Net cash provided by (used in) investing activities | 0 | 0 |
Financing activities | ||
Dividends paid | (65,670) | (62,651) |
Proceeds from exercise of options | 23,089 | 10,394 |
Financing costs | 0 | 0 |
Payments of long-term debt | 0 | 0 |
Intercompany financing | 42,581 | 49,614 |
Net cash used in financing activities | 0 | (2,643) |
Net increase in cash and cash equivalents | 0 | (2,643) |
Cash and cash equivalents at beginning of period | 0 | 2,643 |
Cash and cash equivalents at end of period | 0 | 0 |
Subsidiary Issuers | ||
Operating activities | ||
Net income | 33,945 | 34,584 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 23,451 | 23,632 |
Amortization of debt issuance costs | 5,582 | 2,020 |
(Gains) losses on dispositions of property | 0 | 0 |
Deferred income taxes | 0 | 0 |
Stock-based compensation | 4,572 | 4,394 |
Straight-line rent adjustments | 13,956 | 13,956 |
(Increase), decrease | ||
Prepaid expenses and other current assets | 1,313 | (593) |
Other assets | 0 | 0 |
Intercompany | (579) | 2,365 |
Increase, (decrease) | ||
Accounts payable | 181 | (1,800) |
Accrued expenses | (803) | 408 |
Accrued interest | 25,225 | 24,903 |
Accrued salaries and wages | (7,313) | (5,730) |
Gaming, property and other taxes | (40) | (613) |
Income taxes | 152 | 847 |
Other current and non-current liabilities | 713 | 532 |
Net cash provided by operating activities | 100,355 | 98,905 |
Investing activities | ||
Capital project expenditures, net of reimbursements | (164) | (609) |
Capital maintenance expenditures | 0 | 0 |
Proceeds from sale of property and equipment | 0 | 0 |
Principal payments on loan receivable | 0 | 0 |
Other investing activities | (36) | |
Net cash provided by (used in) investing activities | (164) | (645) |
Financing activities | ||
Dividends paid | 0 | 0 |
Proceeds from exercise of options | 0 | 0 |
Financing costs | (709) | 0 |
Payments of long-term debt | (42,025) | (33,024) |
Intercompany financing | (42,581) | (49,666) |
Net cash used in financing activities | (85,315) | (82,690) |
Net increase in cash and cash equivalents | 14,876 | 15,570 |
Cash and cash equivalents at beginning of period | 8,716 | 4,450 |
Cash and cash equivalents at end of period | 23,592 | 20,020 |
Other Subsidiary Non-Issuers | ||
Operating activities | ||
Net income | 13,947 | 9,033 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 3,632 | 3,779 |
Amortization of debt issuance costs | 0 | 0 |
(Gains) losses on dispositions of property | (15) | 1 |
Deferred income taxes | (79) | (386) |
Stock-based compensation | 0 | 0 |
Straight-line rent adjustments | 0 | 0 |
(Increase), decrease | ||
Prepaid expenses and other current assets | 274 | 1,431 |
Other assets | (1) | 0 |
Intercompany | 579 | (2,365) |
Increase, (decrease) | ||
Accounts payable | (136) | 455 |
Accrued expenses | (184) | 7 |
Accrued interest | 0 | 0 |
Accrued salaries and wages | (1,310) | (464) |
Gaming, property and other taxes | (161) | 207 |
Income taxes | 2,110 | 725 |
Other current and non-current liabilities | (10) | (83) |
Net cash provided by operating activities | 18,646 | 12,340 |
Investing activities | ||
Capital project expenditures, net of reimbursements | (101) | (5,031) |
Capital maintenance expenditures | (362) | (951) |
Proceeds from sale of property and equipment | 233 | 5 |
Principal payments on loan receivable | 1,537 | 538 |
Other investing activities | 0 | |
Net cash provided by (used in) investing activities | 1,307 | (5,439) |
Financing activities | ||
Dividends paid | 0 | 0 |
Proceeds from exercise of options | 0 | 0 |
Financing costs | 0 | 0 |
Payments of long-term debt | 0 | 0 |
Intercompany financing | (15,143) | (10,434) |
Net cash used in financing activities | (15,143) | (10,434) |
Net increase in cash and cash equivalents | 4,810 | (3,533) |
Cash and cash equivalents at beginning of period | 33,159 | 28,880 |
Cash and cash equivalents at end of period | $ 37,969 | $ 25,347 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Apr. 28, 2016 | Apr. 25, 2016 | Apr. 06, 2016 | Mar. 31, 2016 | Mar. 28, 2016 | Jan. 29, 2016 | Feb. 03, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Apr. 11, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||||||||
Announced number of shares for public offering | 25,000,000 | 19,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Duration of underwriters option to purchase shares | 30 days | |||||||||||
Dividends payable, date declared | Jan. 29, 2016 | Feb. 3, 2015 | ||||||||||
Dividends declared per common share (in dollars per share) | $ 0.56 | $ 0.545 | ||||||||||
Dividends payable, date to be paid | Mar. 25, 2016 | Mar. 27, 2015 | ||||||||||
Dividends payable, date of record | Feb. 22, 2016 | Mar. 10, 2015 | ||||||||||
Underwriters' Option | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Shares issued in public offering | 3,750,000 | |||||||||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Public offering price per share (in dollars per share) | $ 30 | |||||||||||
Shares issued in public offering | 28,750,000 | |||||||||||
Proceeds from new issuance of common stock | $ 826,000,000 | |||||||||||
Proceeds from debt, net of issuance costs | $ 1,357,000,000 | |||||||||||
Dividends payable, date declared | Apr. 25, 2016 | |||||||||||
Dividends declared per common share (in dollars per share) | $ 0.56 | |||||||||||
Dividends payable, date to be paid | Jun. 17, 2016 | |||||||||||
Dividends payable, date of record | Jun. 2, 2016 | |||||||||||
Subsequent Event | Senior Unsecured Notes | Senior Unsecured Notes Due 2021 | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount of debt | $ 400,000,000 | |||||||||||
Debt instrument, interest rate, stated percentage | 4.375% | |||||||||||
Subsequent Event | Senior Unsecured Notes | Senior Unsecured Notes Due 2026 | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount of debt | $ 975,000,000 | |||||||||||
Debt instrument, interest rate, stated percentage | 5.375% | |||||||||||
Subsequent Event | Underwriters' Option | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Shares issued in public offering | 3,750,000 |